Exhibit 10(b)


    
      
        

      
Exhibit 10(b)

       

       

      AMERICAN
        ELECTRIC POWER SYSTEM

      


      INCENTIVE
        COMPENSATION DEFERRAL PLAN

      


      (As
        Amended and Restated Effective January 1, 2005)

      


      


      


      ARTICLE
        I

      


      PURPOSE
        AND EFFECTIVE DATE

      


      1.1 The
        American Electric Power System Incentive Compensation Deferral Plan (the
“Plan”)
        was established by American Electric Power Service Corporation and such
        subsidiaries and affiliates designated by the Company for participation in
        the
        Plan (“AEP”) to allow Eligible Employees to elect to defer receipt of all or a
        portion of their Incentive Compensation until after their termination of
        employment.

      


      1.2 The
        effective date of the Plan, as amended and restated by this document, is
        January
        1, 2005.

      


      


      ARTICLE
        II

      


      DEFINITIONS

      


      2.1 “Account”
        means the separate memo account established and maintained by the Company
        or the
        recordkeeper employed by the Company to record Participant deferrals of
        Incentive Compensation and to record any related Investment Income on the
        Fund
        or Funds selected by the Participant or Former Participant. The portion of
        the
        Account attributable to Incentive Compensation earned and vested prior to
        January 1, 2005 (excluding, for this purpose Incentive Compensation attributable
        to 2004 that was subject to discretionary adjustment and first available
        for
        payment subsequent to December 31, 2004) shall be referred to as the
        Participant’s “Legacy Account Balance.” The portion of the Account attributable
        to Incentive Compensation other than that described in the immediately preceding
        sentence shall be referred to as the Participant’s “Active Account
        Balance.”

      


      2.2 “Base
        Compensation” means an employee’s regular annual base salary or wage rate
        determined without regard to any salary or wage reductions made pursuant
        to
        sections 125 or 402(e)(3) of the Code or participant contributions pursuant
        to a
        pay reduction agreement under the American Electric Power System Supplemental
        Retirement Savings Plan, as amended.

      


      2.3 “Claims
        Reviewer” means the person or committee designated by American Electric Power
        Service Corporation (or by a duly authorized person) as responsible for the
        review of claims for benefits under the Plan in accordance with Section 8.1.
        Until changed, the Claims Reviewer shall be the Director - Compensation and
        Executive Benefits. 

      


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

      


      2.5 “Committee”
        means the committee designated by the American Electric Power Service
        Corporation (or by a duly authorized person) as responsible for the
        administration of the Plan. Until changed, the Committee shall consist of
        the
        employees of the Company holding the following offices; Vice President Human
        Resources, Senior Vice President - Shared Services, and Executive Vice President
        - Chief Financial Officer. The Committee may authorize any person or persons
        to
        act on its behalf with full authority in regard to any of its duties and
        hereunder other than those set forth in Section 8.2.

      


      2.6 “Company”
        means American Electric Power Service Corporation.

      


      2.7 “Eligible
        Employee” means any employee of AEP is designated by the Company as eligible to
        participate in this Plan, provided that effective for deferral election periods
        that begin after January 1, 2005, such employee must be employed at exempt
        salary grade 28 or higher. Individuals not directly compensated by AEP or
        who
        are not treated by AEP as an active employee shall not be considered Eligible
        Employees.

      


      2.8 “Executive
        Officer” means Participant who, with respect to AEP, is subject to the
        disclosure requirements set forth in Section 16 of the Securities Exchange
        Act
        of 1934, as amended.

      


      2.9 “First
        Date Available” or “FDA” means (a) with respect to Key Employees, the last day
        of the month coincident with or next following the date that is six (6) months
        after the date of the Participant’s or Former Participant’s Termination; and (b)
        with respect to all other Participants and Former Participants, the last
        day of
        the month coincident with or next following the date that is one (1) month
        after
        the date of the Participant’s Termination; provided, however, that the FDA with
        respect to an Executive Officer shall be no earlier than the December 31of
        the
        calendar year of such Executive Officer’s Termination.

      


      2.10 “Former
        Participant” means a Participant whose employment with AEP has terminated or a
        Participant who is no longer an Eligible Employee, but whose Account has
        a
        balance greater than zero.

      


      2.11 “Fund”
        means the investment options made available to participants in the American
        Electric Power System Retirement Savings Plan, as revised from time to time,
        except as the Committee may specify otherwise.

      


      2.12 “Incentive
        Compensation” means incentive compensation payable pursuant to the terms of
        annual and long-term incentive compensation plans approved by the Committee
        for
        inclusion in the Plan, provided that such incentive compensation shall be
        determined without regard to any salary or wage reductions made pursuant
        to
        sections 125 or 402(e)(3) of the Code or participant contributions pursuant
        to a
        pay reduction agreement under the American Electric Power System Supplemental
        Retirement Savings Plan, as amended. Incentive Compensation will not include
        Base Compensation, non-annual bonuses compensation (such as but not limited
        to
        project bonuses and sign-on bonuses), severance pay, or relocation
        payments.

      


      2.13 “Investment
        Income” means, with respect to Incentive Compensation deferred under this Plan,
        the earnings, gains and losses that would be attributable to the investment
        of
        such deferrals in a Fund or Funds. 

      


      2.14 “Key
        Employee” means a Participant or Former Participant who, determined as of such
        time as is consistent with guidance provided under Section 409A(a)(2)(B)(i)
        of
        the Code, (a) held the office of Vice President or higher with AEP or one
        of its
        subsidiaries or affiliates; (b) was employed at exempt salary grade 34 or
        higher; or (c) otherwise was determined by the Committee to be a “specified
        employee” described in Section 409A(a)(2)(B)(i) of the Code.

      


      2.15 “Next
        Date Available” or “NDA” means the June 30 of the calendar year immediately
        following the calendar year in which falls the Participant’s Termination.


      


      2.16 “Participant”
        means an Eligible Employee who elects to defer part or all of his or her
        Incentive Compensation. Except to the extent otherwise specified in this
        Plan,
        references to a Participant shall be considered to include a Former
        Participant.

      


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

      


      2.18 “Retire”
        means that a Participant terminates employment with AEP and its subsidiaries
        and
        affiliates after both attaining age 55 and the completing five years of service
        with AEP.

      


      2.19 “Termination”
        means termination of employment with AEP and its subsidiaries and affiliates
        for
        any reason.

      


      2.20 “2005
        Distribution Election Period” means the period or periods designated by the
        Committee during which Participants (or Former Participants) are given the
        opportunity to select among the distribution options set forth in Article
        VI,
        provided that any such period shall end no later than December 31,
        2005.

      


      


      ARTICLE
        III

      


      ADMINISTRATION

      


      3.1 The
        Committee shall have full discretionary power and authority (i) to administer
        and interpret the terms and conditions of the Plan; (ii) to establish reasonable
        procedures with which Participants, Former Participant and beneficiaries
        must
        comply to exercise any right or privilege established hereunder; and (iii)
        to be
        permitted to delegate its responsibilities or duties hereunder to any person
        or
        entity. The rights and duties of the Participants and all other persons and
        entities claiming an interest under the Plan shall be subject to, and bound
        by,
        actions taken by or in connection with the exercise of the powers and authority
        granted under this Article.

      


      3.2 The
        Committee may employ agents, attorneys, accountants, or other persons 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.

      


      3.3 The
        Company shall maintain, or cause to be maintained, records showing the
        individual balances in each Participant’s Account. Statements setting forth the
        value of the amount credited to the Participant's Account as of a particular
        date shall be made available to each Participant no less often than quarterly.
        The maintenance of the Account records and the distribution of statements
        may be
        delegated to a recordkeeper by either the Company or the Committee.

      


      


      ARTICLE
        IV

      


      PARTICIPATION

      


      4.1 An
        Eligible Employee shall become a Participant by making a deferral election
        during an applicable election period on a form prescribed by the Company
        to
        defer part or all of the Eligible Employee’s Incentive Compensation to which
        such election relates. 

      


      4.2 For
        purposes of Section 4.1, the election period during which Incentive Compensation
        may be subject to an effective deferral election shall be determined as
        follows:

      


      (a) To
        the
        extent that the Incentive Compensation is “performance-based compensation”
        (within the meaning of Section 409A(a)(4)(B)(iii) of the Code) that is based
        on
        services performed over a period of at least 12 months, the election period
        shall end no later than six (6) months before the end of the performance
        period.

      


      (b) To
        the
        extent that the Incentive Compensation is not described in Section 4.2(a),
        the
        election period shall end on or before December 31 of the calendar year prior
        to
        the year in which the services on which the Incentive Compensation is based
        are
        to be performed.

      


      (c) Notwithstanding
        (a) and (b), in the case of the first year in which an Eligible Employee
        becomes
        eligible to participate in the Plan, the election period shall end within
        30
        days after the date such Eligible Employee became eligible to participate
        and
        such election shall apply only with respect to services to be performed
        subsequent to the election.

      


      4.3 If
        a
        deferral election is not made by the end of the election period prescribed
        by
        the Company with regard to certain Incentive Compensation that may be earned
        by
        an Eligible Employee, no portion of such Incentive Compensation shall be
        deferred for such Eligible Employee.

      


      4.4 Incentive
        Compensation that is deferred under this Plan shall be credited to the
        Participant’s Account as follows:

      


      (a) Deferred
        Incentive Compensation that had been earned and vested prior to January 1,
        2005
        has been credited to the Participant’s Legacy Account Balance. No additional
        amounts of Incentive Compensation that is deferred under the terms of this
        Plan
        shall be credited to a Legacy Account Balance.

      


      (b) Deferred
        Incentive Compensation that is earned or vested on or after January 1, 2005
        shall be credited to the Participant’s Active Account Balance. This shall
        include the deferral under this Plan of Incentive Compensation attributable
        to
        2004 that was subject to discretionary adjustment and first available for
        payment subsequent to December 31, 2004.

      


      


      ARTICLE
        V

      


      INVESTMENT
        OF DEFERRED AMOUNTS

      


      5.1 Amounts
        credited to the Participant’s Account (without regard to whether such Account is
        allocated to such Participant’s Legacy Account Balance or Active Account
        Balance) shall be further 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 Managed Income Fund option. 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.

      


      5.2 A
        Participant may elect to transfer all or a portion of the amounts credited
        to
        his 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.

      


      5.3 The
        amount credited to each Participant's Account shall be determined daily based
        upon the fair market value of the Fund or Funds to which that Account is
        allocated. The fair market value calculation for a Participant's Account
        shall
        be made after all deferrals, 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 the Committee anticipates no additional contributions
        from
        such Participant.

      


      5.4 The
        Plan
        is an unfunded non-qualified deferred compensation plan and therefore the
        deferrals credited to a Participant's Account and the investment of those
        deferrals in 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. A 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
        VI

      


      DISTRIBUTIONS

      


      6.1 Upon
        a
        Participant’s termination of employment with AEP and its subsidiaries and
        affiliates for any reason, the Company shall cause the Participant or the
        Former
        Participant to be paid the full amount credited to his or her Account in
        accordance with the following rules:

      


      (a) Legacy
        Account Balance.
        With
        regard to the Participant’s Legacy Account Balance

      


      
        	 	
                (1)

              	
                Pre-Retirement
                  Cash-Out.
                  If the Participant has not Retired, the Company shall cause the
                  Participant to be paid the full amount credited to his or her Legacy
                  Account Balance in a single lump sum. The payment shall be made
                  within 60
                  days after the Participant’s
                  Termination.

              


      

      


      
        	 	
                (2)

              	
                Post-Retirement
                  As Elected.
                  If the Participant has Retired, amounts that are credited to the
                  Participant's Legacy Account
                  Balance:

              


      

      


      
        	 	
                (A)

              	
                Shall
                  be distributed to the Participant in one of the following optional
                  forms
                  as selected by the Participant:

              


      

      


      
        	 	
                (i)

              	
                A
                  single lump-sum payment, or 

              


      

      


      
        	 	
                (ii)

              	
                In
                  annual installment payments over not less than two nor more than
                  ten
                  years.

              


      

      


      
        	 	
                (B)

              	
                Shall
                  be paid in the form of distribution selected by the Participant
                  pursuant
                  to paragraph (A) shall commence within 60 days after the date elected
                  by
                  the Participant on an effective distribution election form. Such
                  date
                  elected by the Participant shall be either (1) the date of the
                  Participant’s Retirement (provided, however, if the Participant was an
                  Executive Officer at the time of his or her Retirement, the earliest
                  commencement date (for account valuation purposes) shall be December
                  31 of
                  the year of such Executive Officer’s Retirement) or (2) the first, second,
                  third, fourth or fifth anniversary of the Participant’s Retirement, as
                  selected by the Participant. 

              


      

      


      Each
        Participant shall be provided the opportunity to select the form of distribution
        [as set forth in paragraph (A)] and benefit commencement date [as set forth
        in
        paragraph (B)] with regard to the amounts that are credited to the Participant's
        Legacy Account Balance when the Participant first elects to participate in
        the
        Plan. The Participant may amend his or her distribution election with regard
        to
        amounts that are credited to the Participant's Legacy Account Balance at
        any
        time prior to the date that is at least twelve (12) months prior to the
        Participant's Retirement by submitting a distribution election form in
        accordance with the Plan’s procedures; provided that a modification to the
        Participant’s distribution election with regard to amounts that are credited to
        the Participant's Legacy Account Balance submitted after such 12 month period
        will be effective if submitted no later than June 30, 2005, but only if the
        Participant remains employed for at least ninety (90) days following the
        submission of such distribution election. If the Participant has not submitted
        an effective distribution election with regard to amounts that are credited
        to
        the Participant's Legacy Account Balance at the time of his Retirement, the
        distribution of the amounts that are credited to the Participant's Legacy
        Account Balance shall be in the form of a single lump sum payment made within
        60
        days after the Participant's Retirement. Notwithstanding the preceding sentence,
        distribution to a Participant who was an Executive Officer at the time of
        his
        Retirement, but who has not submitted an effective distribution election
        with
        regard to amounts that are credited to the Participant's Legacy Account Balance
        at the time of his Retirement, shall be in the form of a single lump sum
        payment
        within 60 days after the December 31 of the calendar year of the Participant’s
        Retirement. 

      


      
        	 	
                (3)

              	
                One-Time
                  Request for In-Service Withdrawal (Penalty Applies).
                  A
                  Participant shall be entitled to receive, upon a written request
                  to the
                  Committee that is effective between April 1 and December 31 of
                  any Plan
                  Year, a lump sum distribution from his or her Legacy Account Balance
                  of an
                  amount equal to or greater than 25% of the Participant’s Legacy Account
                  Balance as of the date of the request. The date of the request
                  shall be
                  the date the Committee or the Committee’s representative receives the
                  request. The lump sum amount to be paid to the Participant shall
                  be
                  subject to a 10% early withdrawal penalty, which penalty shall
                  reduce the
                  amount to be distributed to the Participant or Former Participant.
                  The
                  Participant or Former Participant shall forfeit the amount of the
                  10%
                  withdrawal penalty. The lump sum amount shall be paid within 60
                  days after
                  the Committee receives the withdrawal request. Any Participant
                  who elects
                  to receive a benefit under this paragraph shall not be considered
                  an
                  Eligible Employee with respect to the deferral election periods
                  that apply
                  to such Participant during the three year period that begins as
                  of the
                  date the amount is paid to such Participant under this Section,
                  and such
                  Participant shall not be entitled to request any additional withdrawals
                  under this paragraph prior to the Participant’s termination of employment.
                  Any effective deferral elections that have already been submitted
                  by such
                  participant in accordance with Article IV shall be given full force
                  and
                  effect.

              


      

      


      (b) Active
        Account Balance.
        With
        regard to the Participant’s Active Account Balance the following rules shall
        apply:

      


      
        	 	
                (1)

              	
                Form
                  of Distribution.
                  The Company shall cause the Participant or the Former Participant
                  to be
                  paid the full amount credited to his or her Active Account Balance
                  in
                  accordance with his or her effective election in one of the following
                  forms:

              


      

      


      
        	 	
                (A)

              	
                A
                  single lump sum distribution 

              


      

      


      
        	 	
                (i)

              	
                as
                  of the First Date Available; or

              


      

      


      
        	 	
                (ii)

              	
                as
                  of the Next Date Available; or

              


      

      


      
        	 	
                (iii)

              	
                as
                  of the fifth anniversary of the First Date Available;
                  or

              


      

      


      
        	 	
                (iv)

              	
                as
                  of the fifth anniversary of the Next Date Available;
                  or

              


      

      


      
        	 	
                (B)

              	
                In
                  five (5) annual installments
                  commencing

              


      

      


      
        	 	
                (i)

              	
                as
                  of the First Date Available; or

              


      

      


      
        	 	
                (ii)

              	
                as
                  of the Next Date Available; or

              


      

      


      
        	 	
                (iii)

              	
                as
                  of the fifth anniversary of the First Date Available;
                  or

              


      

      


      
        	 	
                (iv)

              	
                as
                  of the fifth anniversary of the Next Date Available;
                  or

              


      

      


      
        	 	
                (C)

              	
                In
                  ten (10) annual installments
                  commencing.

              


      

      


      
        	 	
                (i)

              	
                as
                  of the First Date Available; or

              


      

      


      
        	 	
                (ii)

              	
                as
                  of the Next Date Available.

              


      

      


      
        	 	
                (2)

              	
                Effective
                  Election.
                  For this purpose, a Participant’s election with respect to the
                  distribution of his or her Active Account Balance shall not be
                  effective
                  unless all of the following requirements are
                  satisfied.

              


      

      


      
        	 	
                (A)

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

              


      

      


      
        	 	
                (B)

              	
                The
                  election is submitted timely. For purposes of this paragraph, a
                  distribution election will be considered “timely” only if it is submitted
                  prior to the Participant’s Termination and it satisfies the requirements
                  of (i), (ii) or (iii), below, as may be
                  applicable:

              


      

      


      
        	 	
                (i)

              	
                Submitted
                  within the applicable election period set forth in Section 4.2,
                  but only
                  if the distribution election is submitted in connection with the
                  Participant’s initial deferral election under this Plan;
                  or

              


      

      


      
        	 	
                (ii)

              	
                Submitted
                  during the 2005 Distribution Election Period, but only with regard
                  to the
                  first distribution election form submitted by such Participant
                  during that
                  period; or

              


      

      


      
        	 	
                (iii)

              	
                Submitted
                  at least one year prior to the date of the Participant’s
                  Termination.

              


      

      


      
        	 	
                (C)

              	
                If
                  the Participant is submitting the election pursuant to paragraph
                  (b)(2)(B)(iii) to change the timing or form of distribution that
                  is then
                  in effect with respect to the Participant’s Active Account Balance (i.e.,
                  the Participant is not submitting an election with his initial
                  deferral
                  election [(B)(i)] nor during the 2005 Distribution Election Period
                  [(B)(ii)], the newly selected option (i) must result in the deferral
                  of
                  the first scheduled payment by at least 5 years and (ii) may not
                  result in
                  the acceleration of any scheduled payment that would have been
                  made under
                  the distribution option that is intended to be replaced with respect
                  to
                  such Participant’s Active Account
                  Balance.

              


      

      


      
        	 	
                (3)

              	
                If
                  a Participant fails to submit an effective distribution election
                  with
                  regard to his Active Account Balance that satisfies the requirements
                  of
                  this Section 6.1(b), his or her Active Account Balance shall be
                  distributed in a single lump sum as of the First Date
                  Available.

              


      

      


      
        	 	
                (4)

              	
                Notwithstanding
                  any other provision of this Plan to the contrary, if a Participant
                  whose
                  Termination occurs on or before June 30, 2005 fails to submit an
                  effective
                  distribution election with regard to his Active Account Balance
                  that
                  satisfies the requirements of this Section 6.1(b), the deferral
                  election
                  with respect to Contributions credited to such Participant’s Active
                  Account Balance shall terminated and the entire balance of such
                  Participant’s Active Account Balance shall be distributed to such
                  Participant in a single lump sum as soon as administratively practicable
                  after the Termination of such
                  Participant.

              


      

      


      6.2 (a) For
        purposes of this Article, the amount to be distributed to a Participant or
        Former Participant shall be based upon the value of such individual’s Legacy
        Account Balance or Active Account Balance (as applicable) determined as of
        the
        applicable distribution date (or, if that is not a business day, then as
        of the
        immediately preceding business day) and shall be paid to such individual
        as soon
        as administratively practicable thereafter.

      


      (b) Notwithstanding
        any other provision of this Article, if the Account of a Participant who
        is not
        a Key Employee is $10,000 or less on the date of the Participant’s Termination,
        the full value of the Account shall be distributed as of the First Date
        Available in
        a
        single, lump sum distribution regardless of the form elected by such
        Participant.

      


      6.3 If
        an
        annual distribution is selected, the amount to be distributed in any one-year
        shall be determined by dividing the Participant’s Legacy Account Balance or
        Active Account Balance (as appropriate) by the number of years remaining
        in the
        elected distribution period. The Participant electing annual distributions
        shall
        have the right to direct changes in the investment of the Account in a Fund
        or
        Funds in accordance with Article V until the amount credited to the Account
        is
        reduced to zero.

      


      


      ARTICLE
        VII

      


      BENEFICIARIES

      


      7.1 Each
        Participant may designate a beneficiary or beneficiaries who shall receive
        the
        balance of the Participant's Account if the Participant dies prior to the
        complete distribution of the Participant's Account. Any designation, or change
        or rescission of a beneficiary designation shall be made by the Participant’s
        completion, signature and submission to the Committee of the appropriate
        beneficiary form prescribed by the Committee. A beneficiary form shall take
        effect as of the date the form is signed provided that the Committee receives
        it
        before taking any action or making any payment to another beneficiary named
        in
        accordance with this Plan and any procedures implemented by the Committee.
        If
        any payment is made or other action is taken before a beneficiary form is
        received by the Committee, any changes made on a form received thereafter
        will
        not be given any effect. If a Participant fails to designate a beneficiary,
        or
        if all beneficiaries named by the Participant do not survive the Participant,
        the Participant’s Account will be paid to the Participant’s estate. Unless
        clearly specified otherwise in an applicable court order presented to the
        Committee prior to the Participant’s death, the designation of a Participant’s
        spouse as a beneficiary shall be considered automatically revoked as to that
        spouse upon the legal termination of the Participant’s marriage to that
        spouse.

      


      7.2 Distribution
        to a Participant’s beneficiary shall be in the form of a single lump-sum payment
        within 60 days after the Committee makes a final determination as to the
        beneficiary or beneficiaries entitled to receive such distribution.

      


      ARTICLE
        VIII

      


      CLAIMS
        PROCEDURE

      


      Section
        8.1 The
        following procedures shall apply with respect to claims for benefits under
        the
        Plan.

      


      (a) Any
        Participant or Former Participant or beneficiary who believes he or she is
        entitled to receive a distribution under the Plan which he or she did not
        receive or that amounts credited to his or her Account are inaccurate, may
        file
        a written claim signed by the Participant, beneficiary or authorized
        representative with the Claims Reviewer, specifying the basis for the claim.
        The
        Claims Reviewer shall provide a claimant with written or electronic notification
        of its determination on the claim within ninety days after such claim was
        filed;
        provided, however, if the Claims Reviewer determines special circumstances
        require an extension of time for processing the claim, the claimant shall
        receive within the initial ninety-day period a written notice of the extension
        for a period of up to ninety days from the end of the initial ninety day
        period.
        The extension notice shall indicate the special circumstances requiring the
        extension and the date by which the Plan expects to render the benefit
        determination.

      


      (b) If
        the
        Claims Reviewer renders an adverse benefit determination under Section 8.1(a),
        the notification to the claimant shall set forth, in a manner calculated
        to be
        understood by the claimant:

      


      
        	 	
                (1)

              	
                The
                  specific reasons for the denial of the
                  claim;

              


      

      


      
        	 	
                (2)

              	
                Specific
                  reference to the provisions of the Plan upon which the denial of
                  the claim
                  was based;

              


      

      


      
        	 	
                (3)

              	
                A
                  description of any additional material or information necessary
                  for the
                  claimant to perfect the claim and an explanation of why such material
                  or
                  information is necessary, and 

              


      

      


      
        	 	
                (4)

              	
                An
                  explanation of the review procedure specified in Section 8.2, and
                  the time
                  limits applicable to such procedures, including a statement of
                  the
                  claimant’s right to bring a civil action under section 502(a) of the
                  Employee Retirement Income Security Act of 1974, as amended, following
                  an
                  adverse benefit determination on
                  review.

              


      

      


      Section
        8.2 The
        following procedures shall apply with respect to the review on appeal of
        an
        adverse determination on a claim for benefits under the Plan.

      


      (a) Within
        sixty days after the receipt by the claimant of an adverse benefit
        determination, the claimant may appeal such denial by filing with the Committee
        a written request for a review of the claim. If such an appeal is filed within
        the sixty day period, the Committee, or a duly appointed representative of
        the
        Committee, shall conduct a full and fair review of such claim that takes
        into
        account all comments, documents, records and other information submitted
        by the
        claimant relating to the claim, without regard to whether such information
        was
        submitted or considered in the initial benefit determination. The claimant
        shall
        be entitled to submit written comments, documents, records and other information
        relating to the claim for benefits and shall be provided, upon request and
        free
        of charge, reasonable access to, and copies of all documents, records and
        other
        information relevant to the claimant’s claim for benefits. If the claimant
        requests a hearing on the claim and the Committee concludes such a hearing
        is
        advisable and schedules such a hearing, the claimant shall have the opportunity
        to present the claimant’s case in person or by an authorized representative at
        such hearing. 

      


      (b) The
        claimant shall be notified of the Committee’s benefit determination on review
        within sixty days after receipt of the claimant’s request for review, unless the
        Committee determines that special circumstances require an extension of time
        for
        processing the review. If the Committee determines that such an extension
        is
        required, written notice of the extension shall be furnished to the claimant
        within the initial sixty-day period. Any such extension shall not exceed
        a
        period of sixty days from the end of the initial period. The extension notice
        shall indicate the special circumstances requiring the extension and the
        date by
        which the Committee expects to render the benefit determination.

      


      (c) The
        Committee shall provide a claimant with written or electronic notification
        of
        the Plan’s benefit determination on review. The determination of the Committee
        shall be final and binding on all interested parties. Any adverse benefit
        determination on review shall set forth, in a manner calculated to be understood
        by the claimant:

      


      
        	 	
                (1)

              	
                The
                  specific reason(s) for the adverse
                  determination;

              


      

      


      
        	 	
                (2)

              	
                Reference
                  to the specific provisions of the Plan on which the determination
                  was
                  based; 

              


      

      


      
        	 	
                (3)

              	
                A
                  statement that the claimant is entitled to receive, upon request
                  and free
                  of charge, reasonable access to, and copies of, all documents,
                  records and
                  other information relevant to the claimant’s claim for benefits;
                  and

              


      

      


      
        	 	
                (4)

              	
                A
                  statement of the claimant’s right to bring an action under Section 502(a)
                  of ERISA.

              


      

      


      ARTICLE
        IX

      


      MISCELLANEOUS
        PROVISIONS

      


      9.1 Each
        Participant agrees that as a condition of participation in the Plan, the
        Company
        may withhold applicable federal, state and local taxes, Social Security taxes
        and Medicare taxes from any distribution hereunder to the extent that such
        taxes
        are then payable. 

      


      9.2 In
        the
        event the Committee, in its sole discretion, shall find that a Participant,
        Former Participant or beneficiary is unable to care for his or her affairs
        because of illness or accident, the Committee may direct that any payment
        due
        the Participant or the beneficiary be paid to the duly appointed personal
        representative of the Participant or beneficiary, and any such payment so
        made
        shall be a complete discharge of the liabilities of the Plan and the Company
        with respect to such Participant or beneficiary.

      


      9.3 The
        Company intends to continue the Plan indefinitely but reserves the right,
        in its
        sole discretion, to modify the Plan from time to time, or to terminate the
        Plan
        entirely or to direct the permanent discontinuance or temporary suspension
        of
        deferral contributions under the Plan.; provided that no such modification,
        termination, discontinuance or suspension shall reduce the benefits accrued
        for
        the benefit of any Participant or beneficiary under the Plan as of the date
        of
        such modification, termination, discontinuance or suspension.

      


      9.4 Nothing
        in the Plan shall interfere with or limit in any way the right of AEP to
        terminate any Participant’s employment at any time, or confer upon a Participant
        any right to continue in the employ of AEP.

      


      9.5 The
        Company intends the following with respect to this Plan: (1) Section 451(a)
        of
        the Code would apply to the Participant's recognition of gross income as
        a
        result of participation herein; (2) the Participants will not recognize gross
        income as a result of participation in the Plan unless and until and then
        only
        to the extent that distributions are received; (3) the Company will not receive
        a deduction for amount credited to any Account unless and until and then
        only to
        the extent that amounts are actually distributed; (4) the provisions of Parts
        2,
        3, and 4 of Subtitle B of Title I of ERISA shall not be applicable; and (5)
        the
        design and administration of the Plan are intended to comply with the
        requirements of Section 409A of the Code, to the extent such section is
        effective and applicable to amounts deferred hereunder. However, no Eligible
        Employee, Participant, Former Participant, beneficiary or any other person
        shall
        have any recourse against the Corporation, the Company, the Committee or
        any of
        their affiliates, employees, agents, successors, assigns or other
        representatives if any of those conditions are determined not to be
        satisfied.

      


      9.6 The
        Plan
        shall be construed and administered according to the applicable provisions
        of
        ERISA and the laws of the State of Ohio.

      


      


      American
        Electric Power Service Corporation has caused this amendment and restatement
        of
        the American Electric Power System Incentive Compensation Deferral Plan to
        be
        signed as of this 16TH
        day of
        June, 2005.

      


      


      
        	 	
                AMERICAN
                  ELECTRIC POWER SERVICE CORPORATION

              
	 	 
	 	
                By
                  /s/ Genevieve A. Tuchow

              
	 	
                Vice
                  President, Human Resources