FIRST
AMENDMENT


To
the


American
Electric Power Service Corporation Umbrella TrustTM For
Executives





This
Amendment is made this 12th day of December, 2007, by and between American
Electric Power Service Corporation, a New York corporation (the “Company”) and
Wells-Fargo Bank (as successor in interest to Harris Trust and Savings Bank)
(the “Trustee”) to the Trust Agreement entitled the American Electric Power
Service Corporation Umbrella TrustTM For
Executives that was signed by the Company as of May 27, 1993 and by Harris Trust
and Savings Bank as of June 9, 1993 (the “Trust Agreement”).





PREAMBLE





A.           Pursuant
to the Trust Agreement, the Company established a trust with the Trustee to hold
monies and other property, together with the income thereon, for the uses and
purposes and upon the terms and conditions set forth therein, including,
primarily, in connection with the administration of the American Electric Power
system Excess Benefit Plan and certain employment agreements and deferred
compensation agreements (called the “Plans”).





B.           One
or more of the Plans are considered “nonqualified deferred compensation plans”
within the meaning set forth in Section 409A of the Internal Revenue Code of
1986, as amended (the “Code”).





C.           Code
Section 409A(b) specifies that under certain specified, circumstances assets
that become restricted to the provision of benefits in connection with a change
in the employer’s financial health, may subject the participants in the Plans to
taxation prior to the actual or constructive receipt of such assets by those
participants.





D.           The
Trust Agreement currently specifies that the occurrence of a “Default” (as
defined therein) may require the Company to contribute various amounts to the
Trust, where such amounts generally would be held for participants who had
accrued benefits under the Plans.





E.           Section
7.02-1 of the Trust Agreement provides that the Company and the trustee may
amend the Trust Agreement prior to a Special Circumstance (as defined in the
trust Agreement) without the written consent of the Plan participants if such
amendment is necessary to comply with any laws, regulations or other legal
requirements.





F.           The
Company and the Trustee, acknowledging that neither has knowledge that any such
Special Circumstance has occurred, wish to amend the Trust Agreement to bring it
into compliance with the requirements of Code Section 409A(b).








AMENDMENT





1.           Section
2.01-3 of the Trust Agreement hereby is amended by changing the introductory
clause thereof to read as follows:





“2.01-3              Except
to the extent otherwise provided in 2.01-10, the Company shall, immediately upon
the occurrence of a Special Circumstance (as defined in 1.04-2) or a Potential
Change in Control (as defined in 2.01-7), and at least annually following a
Special Circumstance, contribute to the trust the sum of the
following:”





2.           A
new Section 2.01-10 is hereby added to the Trust Agreement to read as
follows:





“Notwithstanding
any provision of this Trust Agreement to the contrary, the Company shall not be
required to make the contributions pursuant to 2.01-3 based upon a Default that
arises upon a change in the financial health of the Company, the Parent Company
or any other entity considered an employer with respect to any of the Plans for
purposes of Section 409A(b)(2)(A) of the Code.  The determination of
whether a Default has arisen in connection with such a change in the financial
health of the Company, the Parent Company or such other entity shall be made in
a manner that would avoid the Participants from having to include in income any
amounts deferred under any Plan by reason of Code Section 409A(b).”








IN
WITNESS WHEREOF, the Company and the Trustee have caused this Amendment to be
executed by their respective duly authorized officers on the dates set forth
below.





American
Electric Power Service Corporation








By:  /s/ Stephan T.
Haynes





Title:
Vice President





Date:  December
12, 2007





Wells
Fargo Bank








By: /s/ George A.
Flentge





Title:
Vice President





Date:  December
17, 2007