Unassociated Document




EXHIBIT
10(b)

American
Electric Power Company, Inc.

Retainer
Deferral Plan

For
Non-Employee Directors

(As
Amended March 10, 2005)







This
document amends and restates effective January 1, 2005, the American Electric
Power Company, Inc. Deferred Compensation and Stock Plan For Non-Employee
Directors (the “Plan”). As a result of this amendment, the name of the Plan
shall be changed to the “American Electric Power Company, Inc. Retainer Deferral
Plan For Non-Employee Directors.”







Article
1

Purpose




The
purposes of the Plan are to enable the Company to attract and retain qualified
persons to serve as Non-Employee Directors and to provide Non-Employee Directors
with an opportunity to defer some or all of their Retainer as a means of saving
for retirement or other purposes. 







Article
2

Effective
Date




The Plan
was initially effective as of January 1, 1997.







Article
3

Definitions




Whenever
used in the Plan, the following terms shall have the respective meanings set
forth below:





	3.1  	
      “Account”
      means, with respect to each Participant, the Participant’s separate
      individual memo account established and maintained for the exclusive
      purpose of accounting for the Participant’s deferred Retainers. The
      portion of the Account attributable to Retainers earned prior to January
      1, 2005 (which has been accrued in terms of Stock Units) shall be referred
      to as the Participant’s “Pre-2005 Account.” The portion of the Account
      attributable to Retainers earned after January 1, 2005 shall be referred
      to as the Participant’s “Post-2004 Account.”









	3.2  	
      “Beneficiary”
      means, with respect to each Participant, the recipient or recipients
      designated by the Participant who are, upon the Participant’s death,
      entitled in accordance with the Plan’s terms to receive the benefits to be
      paid with respect to the Participant.








	3.3  	
      “Board”
      means the Board of Directors of the
Company.








	3.4  	
      “Change
      in Control” means a change in control of the Company as provided under
      Section 409A(a)(2)(A)(v) of the Code.








	3.5  	
      “Code”
      means the Internal Revenue Code of 1986, as amended from time to
      time.








	3.6  	
      “Committee”
      means the Committee on Directors and Corporate Governance of the
      Board.








	3.7  	
      “Common
      Stock” means the common stock, $6.50 par value, of the
      Company.








	3.8  	
      “Company”
      means American Electric Power Company, Inc., a New York corporation, and
      any successor thereto.








	3.9  	
      “Contributions”
      means contributions made by the Participant pursuant to an executed
      Retainer Deferral Agreement attributable to Retainers earned on or after
      January 1, 2005.








	3.10  	
      “Director”
      means an individual who is a member of the
Board.








	3.11  	
      “First
      Date Available” means the date of the Participant’s
      Termination.








	3.12  	
      “Fund”
      means the investment options made available to participants in the
      American Electric Power System Incentive Compensation Deferral Plan, as
      revised from time to time.








	3.13  	
      “Investment
      Income” means the earnings, gains and losses that would be attributable to
      the investment of such Contributions in a Fund or
Funds.








	3.14  	
      “Market
      Value” means the closing price of the Common Stock, as published in
      The
      Wall Street Journal
      report of the New York Stock Exchange - Composite Transactions on the date
      in question or, if the Common Stock shall not have been traded on such
      date or if the New York Stock Exchange is closed on such date, then the
      first day prior thereto on which the Common Stock was so
      traded.








	3.15  	
      “Non-Employee
      Director” means any person who serves on the Board and who is not an
      officer of the Company or employee of its
Subsidiaries.








	3.16  	
      “Participant”
      means any Non-Employee Director who has made an election to defer payment
      of all or a portion of such person’s Retainer in accordance with the terms
      of this Plan.








	3.17  	
      “Plan
      Year” means the twelve-month period commencing each January 1 and ending
      December 31.








	3.18  	
      “Retainer”
      means the designated annual cash retainer, currently paid quarterly, for
      Non-Employee Directors established from time to time by the Board as
      annual compensation for services rendered, exclusive of compensation for
      service as a member of any committee designated by the Board or in
      connection with any meeting of the Board or special assignment, and
      exclusive of reimbursements for expenses incurred in performance of
      service as a Director.








	3.19  	
      “Retainer
      Deferral Agreement” means a written election signed by the Participant and
      submitted to the Company by which the Participant irrevocably elects in
      accordance with the terms of this Plan to reduce his or her Retainer for
      the Plan Year and to have the Company treat the amount of the reduction as
      a Contribution to this Plan.








	3.20  	
      “Stock
      Unit” means a measure of value, expressed as a share of Common Stock,
      credited to a Participant under this Plan. No certificates shall be issued
      with respect to such Stock Units, but the Company shall maintain a
      bookkeeping Account in the name of the Participant to which the Stock
      Units shall relate.








	3.21  	
      “Subsidiary”
      means any corporation in which the Company owns directly or indirectly
      through its Subsidiaries, at least 50 percent of the total combined voting
      power of all classes of stock, or any other entity (including, but not
      limited to, partnerships and joint ventures) in which the Company owns at
      least 50 percent of the combined equity
thereof.








	3.22  	
      “Termination”
      means termination of services as a Director for any
  reason.










Article
4

Election
to Defer Retainer





	4.1  	
      Election








	(a)  	
      On
      or before December 31 of any year, a Non-Employee Director may elect, by
      filing with the Company a Retainer Deferral Agreement, to defer receipt of
      all or a specified portion of the Director’s Retainer payable for
      subsequent Plan Years, beginning with the Plan Year that begins after the
      date of such election. 








	(b)  	
      Notwithstanding
      the provisions of paragraph (a), a Non-Employee Director elected to fill a
      vacancy on the Company’s Board and who was not a Director on the last day
      of the preceding Plan Year, or whose term of office did not begin until
      after that date, may file a Retainer Deferral Agreement, for all or a
      specified portion of the Director’s Retainer payable for the remainder of
      such Plan Year, provided such Retainer Deferral Agreement is filed within
      30 days after the beginning of his or her term of office and shall apply
      only to such portion of the Retainer as relates to services to be
      performed, and as would not otherwise become payable until, after the date
      such Retainer Deferral Agreement is filed.








	(c)  	
      An
      election made pursuant to a Retainer Deferral Agreement filed in
      accordance with this Section 4.1 shall defer the Director’s receipt of
      payment to a date or dates on or after the Director’s Termination as
      specified in the distribution election submitted in accordance with
      Article 7. 








	4.2  	
      Revocation
      of Election







An
effective election pursuant to Section 4.1 may not be revoked or modified
(except as otherwise stated herein) with respect to the Retainer payable for a
Plan Year or portion of a Plan Year for which such election is effective. An
effective election may be terminated or modified for any subsequent Plan Year by
the filing of an election, on or before the last day of the preceding Plan Year
for which such modification or termination is to be effective.





	4.3  	
      Retainer
      Deferral Election








	(a)  	
      Pre-2005
      Deferrals.
      When a Participant effectively elected to defer all or a portion of the
      Participant’s Retainer earned prior to January 1, 2005, such deferral was
      effectuated in Stock Units. The number of whole and fractional Stock Units
      were computed to three decimal places and credited to the Participant’s
      Pre-2005 Account on the date the deferred Retainer would otherwise have
      been payable to the Participant, based on an amount equal to the dollar
      amount of the deferred Retainer which otherwise would have been payable to
      the Participant divided by the Market Value on such
  date.








	(b)  	
      Post-2004
      Deferrals.
      When a Participant effectively elects to defer all or a portion of the
      Participant’s Retainer earned on or after January 1, 2005, such deferral
      shall be credited to the Participant’s Post-2004 Account as of the date
      the Retainer otherwise would have been paid to such
      Participant.










Article
5

Dividends
and Adjustments to Pre-2005 Account





	5.1  	
      Reinvestment
      of Dividends







On each
dividend payment date with respect to the Common Stock, the Pre-2005 Account of
a Participant, with Stock Units held pursuant to Article 4, shall be credited
with an additional number of whole and fractional Stock Units, computed to three
decimal places, equal to the product of the dividend per share then payable,
multiplied by the number of Stock Units then credited to such Pre-2005 Account,
divided by the Market Value on the dividend payment date.





	5.2  	
      Adjustments







The
number of Stock Units credited to a Participant’s Pre-2005 Account pursuant to
Article 4 shall be appropriately adjusted for any change in the Common Stock by
reason of any merger, reclassification, consolidation, recapitalization, stock
dividend, stock split or any similar change affecting the Common
Stock.





	5.3  	
      Conversion
      of Stock Units to AEP Stock Fund 







Effective
as of March 15, 2005, the Stock Units credited to a Participant’s Pre-2005
Account shall be converted into units in the Fund that determines its value and
Investment Income primarily by reference to Common Stock (the “AEP Stock
Fund”).







Article
6

Earnings
of Post-2004 Account and Converted Pre-2005 Account





	6.1  	
      Investment
      of Contributions







Contributions
added to a Participant’s Post-2004 Account shall be credited with earnings as if
invested in the Funds selected by the Participant. To the extent the Participant
fails to select Funds for the investment of Contributions under the Plan, the
Participant shall be deemed to have selected the Fund that the Committee has
designated as the Default Fund. The Participant may change the selected Funds by
providing notification in accordance with the Plan’s procedures. Any change in
the Funds selected by the Participant shall be implemented in accordance with
the Plan’s procedures.





	6.2  	
      Changing
      Investments







A
Participant may elect to transfer all or a portion of the amounts credited to
the Participant’s Post-2004 Account and, after its conversion in accordance with
Section 5.3, the Participant’s Pre-2005 Account from any Fund or Funds to any
other Fund or Funds by providing notification in accordance with the Plan’s
procedures. Such transfers between Funds may be made in any whole percentage or
dollar amounts and shall be implemented in accordance with the Plan’s
procedures.





	6.3  	
      Valuation
      of Account







The
amount credited to each Participant's Post-2004 Account and, after its
conversion in accordance with Section 5.3, the Participant’s Pre-2005 Account
shall be determined daily based upon the fair market value of such Fund or
Funds. The fair market value calculation for a Participant's Account shall be
made after all Contributions, distributions, Investment Income and transfers for
the day are recorded. A Participant’s Account, as adjusted from time to time,
shall continue to be credited with Investment Income until the balance of the
Account is zero and no additional Contributions are anticipated from such
Participant by the Committee.







Article
7

Payment





	7.1  	
      Manner
      of Payment Upon Termination








	(a)  	
      All
      amounts credited to a Participant’s Account shall be paid to the
      Participant in accordance with the Participant’s effective election in one
      of the following forms








	(i)  	
      A
      single lump sum distribution 





	(A)  	
      as
      of the First Date Available; or





	(B)  	
      as
      of the fifth anniversary of the First Date Available;
or








	(ii)  	
      In
      five (5) annual installments commencing





	(A)  	
      as
      of the First Date Available; or





	(B)  	
      as
      of the fifth anniversary of the First Date Available;
or








	(iii)  	
      In
      ten (10) annual installments commencing as of the First Date
      Available.








	(b)  	
      For
      this purpose, a Participant’s election under Section 7.1 shall not be
      effective unless all of the following requirements are
      satisfied.








	(i)  	
      The
      election is submitted to the Company in writing in a form determined by
      the Committee to be acceptable;








	(ii)  	
      The
      election is submitted timely. For purposes of this Section 7.1(b)(ii), a
      distribution election will be considered “timely” only if it satisfies the
      requirements of (A), (B) or (C), below, as may be
    applicable:





	(A)  	
      Within
      the applicable timeframes set forth in Section 4.1, but only if the
      distribution election is submitted in connection with the Participant’s
      initial Retainer Deferral Agreement under this Plan;
or





	(B)  	
      During
      the 2005 Distribution Election Period, but only with regard to the first
      distribution election form submitted by such Participant during that
      period. For this purpose, the “2005 Distribution Election Period” shall
      such period during which Participant’s are given the opportunity to select
      among the options set forth in Section 7.1(a), provided that such period
      shall end no later than December 31, 2005 or, with respect to a particular
      Participant, such earlier date of such Participant’s Termination;
      or





	(C)  	
      At
      least one year prior to the date of the Participant’s
      Termination.








	(iii)  	
      Unless
      submitted under the terms and conditions described in Section
      7.1(b)(ii)(A) or (B), the election makes a permissible change in the
      distribution option selected. A change in the distribution option will be
      considered permissible for purposes of the immediately preceding sentence
      only if the new distribution election selects an option that (A) results
      in the deferral of the first scheduled payment by at least 5 years and (B)
      does not result in the acceleration of any scheduled payment that would
      have been made under the distribution election that had been on file with
      respect to such Participant’s Account.








	(c)  	
      If
      a Participant fails to submit a distribution election that satisfies the
      requirements of this Section 7.1, the Participant’s Account shall be
      distributed in a single lump sum as of the First Date
      Available.








	(d)  	
      For
      purposes of this Section 7.1, the amount to be distributed to a
      Participant shall be based upon the value of the Participant’s Account
      determined as of the applicable distribution date (or, if that is not a
      business day, then as of the next business day thereafter) and shall be
      paid to such Participant as soon as administratively practicable
      thereafter.








	7.2  	
      Manner
      of Payment Upon Death







Notwithstanding
the Participant’s election, if a Participant dies while amounts remain credited
to the Participant’s Account, the balance of the Account will be paid in a lump
sum in cash as soon as reasonably practicable after the date of the
Participant’s death to the Beneficiary or the Participant’s estate, as the case
may be. 





	7.3  	
      Determination
      of Cash Payments Attributable to Stock
Units







Any cash
payments of Stock Units shall be calculated on the basis of the average of the
Market Value of the Common Stock for the last 20 trading days prior to the
Participant’s Termination, deferred distribution date, respective installment
payment dates or the date of the Participant’s death, as the case may
be.







Article
8

Beneficiary
Designation




Each
Participant shall be entitled to designate a Beneficiary or Beneficiaries (which
may be an entity other than a natural person) who, following the Participant’s
death, will be entitled to receive any payments to be made under Section 7.2. At
any time, and from time to time, any designation may be changed or cancelled by
the Participant without the consent of any Beneficiary. Any designation, change,
or cancellation must be by written notice filed with the Company and shall not
be effective until received by the Company. Payment shall be made in accordance
with the last unrevoked written designation of Beneficiary that has been signed
by the Participant and delivered by the Participant to the Company prior to the
Participant’s death. If the Participant designates more than one Beneficiary,
any payments under Section 7.2 to the Beneficiaries shall be made in equal
shares unless the Participant has designated otherwise, in which case the
payments shall be made in the proportions designated by the Participant. If no
Beneficiary has been named by the Participant or if all Beneficiaries predecease
the Participant, payment shall be made to the Participant’s estate.







Article
9

Transferability
Restrictions




The Plan
shall not in any manner be liable for, or subject to, the debts and liabilities
of any Participant or Beneficiary. No payee may assign any payment due such
party under the Plan. No benefits at any time payable under the Plan shall be
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, attachment, garnishment, levy, execution, or other legal or equitable
process, or encumbrance of any kind.







Article
10

Funding
Policy




The Plan
is an unfunded non-qualified deferred compensation plan and therefore the
Contributions credited to a Participant's Account and the investment of those
Contributions in Stock Units or the Fund or Funds selected by the Participant
are memo accounts that represent general, unsecured liabilities of the Company
payable exclusively out of the general assets of the Company. In the event that
the Company becomes insolvent, the Participants shall be considered as general
unsecured creditors of the Company. The Participant’s rights to benefits under
this Plan shall not be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge encumbrance, attachment or garnishment by creditors
of any Participant or any beneficiary.







Article
11

Change
in Control




Notwithstanding
any provision of this Plan to the contrary, if a Change in Control of the
Company occurs, each Participant’s Account will be paid in a lump sum in cash,
to the Participant, not later than 15 days after the date of such Change in
Control. 




In
addition, the Company shall reimburse a Participant for the legal fees and
expenses incurred if the Participant is required to seek to obtain or enforce
any right to distribution. Notwithstanding any provisions of this Plan to the
contrary, the provisions of this Article may not be amended by an amendment
effected within three years following a Change in Control.







Article
12

Administration




The Plan
shall be administered by the Committee. The Committee shall have authority to
interpret the Plan, and to prescribe, amend and rescind rules and regulations
relating to the administration of the Plan, and all such interpretations, rules
and regulations shall be conclusive and binding on all Participants. The
Committee may employ agents, attorneys, accountants, or other persons (who also
may be employees of a Subsidiary) and allocate or delegate to them powers,
rights and duties, all as the Committee may consider necessary or advisable to
properly carry out the administration of the Plan.







Article
13

Amendment
and Termination




By
resolution duly adopted by the Board, the Company (or such person as may be
designated in such resolution), shall have the right, authority and power to
alter, amend, modify, revoke, or terminate the Plan; except as provided in
Article 11. The Company specifically reserves the right to modify the terms and
conditions of any election made pursuant to the Plan to the extent the Company
determines it is permissible and necessary to cause such change to the elections
to be consistent with the requirements imposed by the Code. Notwithstanding the
foregoing provisions of this Article 13, no amendment or termination of the Plan
or of any election shall adversely affect the rights of any Participant with
respect to any amount then credited to such Participant’s Account, unless the
Participant shall consent thereto in writing.







Article
14

Miscellaneous





	14.1  	
      No
      Right to Continue as a Director







Nothing
in this Plan shall be construed as conferring upon a Participant any right to
continue as a member of the Board.





	14.2  	
      No
      Interest as a Shareholder







Neither
Stock Units nor amounts credited to the AEP Stock Fund give a Participant any
rights whatsoever with respect to shares of Common Stock.





	14.3  	
      No
      Right to Corporate Assets







Nothing
in this Plan shall be construed as giving the Participant, the Participant’s
designated Beneficiaries or any other person any equity or interest of any kind
in the assets of the Company or any Subsidiary or creating a trust of any kind
or a fiduciary relationship of any kind between the Company or any Subsidiary
and any person. As to any claim for payments due under the provisions of the
Plan, a Participant, Beneficiary and any other persons having a claim for
payments shall be unsecured creditors of the Company.





	14.4  	
      Payment
      to Legal Representative for
Participant







In the
event the Committee shall find that a Participant is unable to care for his or
her affairs because of illness or accident, the Committee may direct that any
payment due the Participant be paid to the Participant’s duly appointed legal
representative, and any such payment so made shall be a complete discharge of
the liabilities of the Plan and the Company.





	14.5  	
      No
      Limit on Further Corporate Action







Nothing
contained in the Plan shall be construed so as to prevent the Company or any
Subsidiary from taking any corporate action which is deemed by the Company or
any Subsidiary to be appropriate or in its best interest.





	14.6  	
      Governing
      Law







The Plan
shall be construed and administered according to the laws of the State of New
York to the extent that those laws are not preempted by the laws of the United
States of America.





	14.7  	
      Headings







The
headings of articles, sections, subsections, paragraphs or other parts of the
Plan are for convenience of reference only and do not define, limit, construe,
or otherwise affect its contents.







Signed
this 10th day of March, 2005.




AMERICAN
ELECTRIC POWER COMPANY, INC.







By:
 /s/
Lester A. Hudson 

Lester A,
Hudson, Jr., Presiding Director