English Agreement


    EXHIBIT
      10(l)(5)

     

     

    Mr.
      Carl
      English

    4565
      Springbrook Road

    Jackson,
      MI 49201

    


    June
      4,
      2004

    


    


    Dear
      Carl:

    


    I
      look
      forward to your joining the executive team at American Electric Power as our
      President - AEP Utilities. Your office will be located in Columbus, you will
      have responsibility for AEP’s operating companies in eleven states and you will
      report directly to me. I’m hopeful you will be available to join us on Monday,
      August 2.

    


    Your
      salary will be $500,000 and will be reviewed annually. You will also receive
      30,000 shares of restricted stock units upon hire. The restricted stock units
      will vest, subject to your continued AEP employment, in one-third increments
      on
      the first through the third anniversary of the grant date.

    


    In
      addition, you will participate in an annual incentive compensation plan with
      an
      incentive target of 65% of your base earnings. Actual annual incentive awards
      may range from 0 to 200% of your incentive target and are generally paid by
      the
      middle of March after year-end results are confirmed and awards
      approved.

    


    You
      are
      also eligible to participate in our Long-Term Incentive Plan. This plan
      currently provides a mix of stock options and performance shares with the awards
      granted toward the end of the year following approval by the Human Resources
      Committee of the AEP Board of Directors.

    


    As
      a key
      AEP executive you will also be eligible for AEP’s Change-in-Control Agreement.
      While this agreement is currently being revised due to a recently passed
      shareholders’ proposal, a confirmation letter and the document will be provided
      upon revision and approval by the Human Resources Committee of the AEP Board
      of
      Directors.

    


    Human
      Resources will forward a summary of AEP’s executive benefits and Melinda
      Ackerman, SVP - Human Resources, will be in touch to finalize other details
      of
      your employment. In addition to the information provided in the benefits
      summary, you will receive 25 days of vacation annually with the 2004 vacation
      prorated based upon your hire date.

    


    Please
      give us a call should you have any questions.

    


    Sincerely,

    


    /s/  
Michael
      G. Morris

     

    C:
      Melinda Ackerman


    
      
        


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Mr.
      Carl
      English

    4565
      Springbrook Road

    Jackson,
      MI 49201

    


    


    June
      9,
      2004

    


    


    Dear
      Carl:

    


    To
      confirm Melinda Ackerman’s discussion with you of this morning, in addition to
      the provisions of my employment offer to you dated June 4, 2004, we will provide
      a lump-sum severance payment, less applicable tax withholdings, equal to your
      annual base salary in effect on the date of your termination if, for any reason
      other than cause, the company terminates your employment with AEP within three
      years of your date of hire. Such payment would be conditioned upon your
      agreement to release AEP from any and all claims involving your employment
      with
      or termination from AEP.

    


    Also,
      in
      recognition of your prior experience, your cash balance account under the
      pension plans shall be credited with an amount such that the total credit under
      these plans (the AEP Retirement Plan and the AEP Excess Benefit Plan) shall
      be
      the maximum rate permitted under such plans as amended from time to time
      (currently 8.5%) on all eligible earnings. Eligible earnings may not currently
      exceed the greater of $1,000,000 or two times your base rate, annually. All
      other provisions of the two plans as in effect from time to time shall apply
      to
      your participation therein. The specifics of each of the benefit plans will
      be
      provided and reviewed with you by the Human Resources staff.

    


    Please
      feel free to give us a call should you have any additional
      questions.

    


    Sincerely,

    


     

    /s/ 
      Michael G. Morris

    


    C:
      Melinda Ackerman