Second
Amendment


to
the


AEP
SYSTEM SURVIVOR BENEFIT PLAN


as
amended and restated effective January 31, 2000








This Second Amendment is made to the
AEP System Survivor Benefit Plan, as amended (the “Plan”), by American Electric
Power Service Corporation, a New York corporation, on behalf of itself and any
affiliate or subsidiary participating in the Plan (collectively, the
“Employer”).





Recitals





A.  The
Plan was adopted effective January 27, 1998 and subsequently amended and
restated effective January 31, 2000, on January 30, 2000.  The First
Amendment to the restated plan dated November 11, 2002 provides that no
additional employees of the Employer shall become eligible to participate after
July 31, 2002. The Employer also terminated the participation of all employees
and former employees who did not satisfy the requirements for Retirement by
February 28, 2003.





B.  Section
9.1 of the Plan permits the Employer to amend the Plan from time to time as may
be necessary for administrative purposes and legal compliance, provided that no
amendment reduces the amount of benefit payable with respect to a Participant
who is eligible to retire or who has retired.





C.  The
Company intends that the design and administration of the Plan comply with the
requirements of Section 409A of the Code, to the extent such section is
effective and applicable to the Plan.





Amendment





Section
8.2 of the Plan is hereby amended in its entirety to read as
follows:




“8.2     Termination of Employment Due to
Retirement





In the event of the Participant's
termination of employment with the Employer due to Retirement, the Employer
shall do the following:





(a)         If
the Participant’s termination date occurs prior to the fifteenth (15th)
anniversary of the Participant’s Date of Participation, the Employer and
Participant shall continue to pay any premiums due through the fifteenth (15th)
anniversary of the Participant’s Date of Participation. After the fifteenth
(15th) anniversary, the Employer shall immediately withdraw from the Policy Cash
Value an amount equal to the Employer’s Premium and release its interest in the
Policy and in the collateral assignment. Upon release of the collateral
assignment, the Employer shall have no further obligation to pay future Policy
premiums and the Employer shall have no further interest in the
Policy.





(b)         If
the Participant’s termination date occurs after the fifteenth (15th) anniversary
of the Participant’s Date of Participation, then the Employer shall withdraw
from the Policy Cash Value an amount equal to the Employer’s Premium and release
its interest in the Policy and in the collateral assignment; provided, however,
if at the time of Termination such Participant is a Key Employee, the withdrawal
and release by the Employer shall not be triggered until the first day of the
seventh (7th) month after the Participant’s termination date. Upon release of
the collateral assignment, the Employer shall have no further obligation to pay
future Policy Premiums and the Employer shall have no further interest in the
Policy.





(c)         It
is the intent of this Plan that retired Participants be provided the Plan
Benefit from the Policy as set out in Section 2.19. Before such Policy is
released in (a) or (b) above, the Policy shall be tested to ensure the Cash
Value will Endow the Policy at age ninety-five (95). If the Participant’s Cash
Value is insufficient to Endow the Policy, then Employer shall leave a portion
of the Employer’s Premium value in the contract so that the total Cash Value
left in the Policy at release is sufficient to Endow the Policy.





For
purposes of this Plan, the date of a Participant’s termination of employment
shall be determined in a manner consistent with the written policies adopted by
the HR Committee from time to time to the extent such policies are consistent
with the requirements imposed under Code 409A(a)(2)(A)(i).”








The
Employer has caused this amendment to be signed by its duly authorized officer
this 31st day of December, 2008.











AMERICAN
      ELECTRIC POWER SERVICE CORPORATIONBy: /s/  Genevieve A.
      TuchowGenevieve A.
Tuchow
              Title:  Vice
      President - Human Resources