EXHIBIT 10(h)(2)

                         AMERICAN ELECTRIC POWER SYSTEM
                      SUPPLEMENTAL RETIREMENT SAVINGS PLAN


                   AMENDED AND RESTATED AS OF JANUARY 1, 2003


                                    ARTICLE I

                           Purposes and Effective Date

         1.1 The American Electric Power System Supplemental Retirement Savings
Plan is established to provide to eligible employees a tax-deferred savings
opportunity otherwise not available to them under the terms of the American
Electric Power System Retirement Savings Plan because of contribution
restrictions imposed by the Internal Revenue Code.

         1.2 The original effective date of the American Electric Power System
Supplemental Retirement Savings Plan is January 1, 1994 and the effective date
of this Amended and Restated American Electric Power System Supplemental
Retirement Savings Plan is January 1, 2003, except as otherwise specified
herein.


                                   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
Contributions allocated to a Participant's Account and to record any related
Investment Income on the Fund or Funds selected by the Participant.

         2.2 "Applicable Federal Rate" means 120% of the applicable federal
long-term rate, with monthly compounding (as prescribed under Section 1274(d) of
the Code), published for the December immediately prior to the Plan Year.

         2.3 "Code" means the Internal Revenue Code of 1986, as amended from
time to time.

         2.4 "Committee" means the Employee Benefits Trust Committee as
established by the Board of Directors of American Electric Power Service
Corporation.

         2.5 "Compensation" means the sum of a Participant's regular base salary
or wage including any salary or wage reductions made pursuant to sections 125
and 402(e)(3) of the Code and contributions to this Plan and incentive
compensation paid pursuant to the terms of annual incentive compensation plans
up to a maximum of one million dollars ($1,000,000), provided that Compensation
shall not include non-annual bonuses (such as but not limited to project bonuses
and sign-on bonuses), severance pay, relocation payments, or any other form of
additional compensation that is not considered to be part of base salary, base
wage or annual incentive compensation. For this purpose, safety focus payouts
shall be considered paid pursuant to the terms of an annual incentive plan,
although such payouts may be determined and paid on a quarterly basis.

         2.6 "Company" means the American Electric Power Service Corporation and
its subsidiaries and affiliates.

         2.7 "Company Contributions" means the matching contributions made by
the Company pursuant to section 3.2.

         2.8  "Contributions" means, as the context may require, Participant
Contributions and Company Contributions.

         2.9  "Corporation" means the American Electric Power Company, Inc., a
New York corporation.

         2.10 "Eligible Employee" means, for periods beginning on or after June
1, 2001, an employee of the Company who, as of the first day of November that
immediately precedes the applicable Plan Year, either (a) has base salary or
base wage, including salary or wage reductions made pursuant to section 125 and
402(e)(3) of the Code, equals or exceeds $100,000, or (b) is employed at a
salary grade 26 or higher. To determine an Eligible Employee for periods prior
to June 1, 2001, refer to provisions of the Plan as in effect prior to June 1,
2001.

         2.11 "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended from time to time.

         2.12 "Fund" means the investment options made available to participants
in the Savings Plan, as revised from time to time, and the Interest Bearing
Account.

         2.13 "Investment Income" means with respect to Participant
Contributions and Company Contributions the earnings, gains and losses that
would be attributable to the investment of such Contributions in a Fund or
Funds.

         2.14 "Interest Bearing Account" means an investment option to be made
available to Participants in this Plan in which the Contributions attributed to
this option are credited with interest at the Applicable Federal Rate.

         2.15 "Pay Reduction Agreement" means an agreement between the Company
and the Participant in which the Participant irrevocably elects to reduce his or
her Compensation for the Plan Year and the Company agrees to treat the amount of
the Compensation reduction as a Participant Contribution to this Plan.

         2.16 "Participant Contributions" means contributions made by the
Participant pursuant to an executed Pay Reduction Agreement subject to the
Participant Contribution limits contained in section 3.1.

         2.17 "Plan" means this American Electric Power System Supplemental
Retirement Savings Plan, as in effect from time to time.

         2.18 "Plan Year" means the twelve-month period commencing each January
1 and ending December 31.

         2.19 "Savings Plan" means the American Electric Power System Retirement
Savings Plan, a plan intended to be qualified under section 401(a) of the Code,
as in effect from time to time.


                                   ARTICLE III

                                  CONTRIBUTIONS

         3.1 A Participant may elect to make Participant Contributions by timely
submitting an executed Pay Reduction Agreement and such other forms as may be
required by the Committee. All Participant Contributions (i) shall be made by
payroll deductions from Compensation payable to the Participant during the Plan
Year, and (ii) shall commence with the first pay date that falls within the Plan
Year to which the Pay Reduction Agreement applies. Participant Contributions are
to be made in multiples of one (1) whole percentage of Compensation, not to
exceed 20 percent of Compensation for any pay date. The maximum Participant
Contribution for any pay date shall not exceed the difference between (a) twenty
percent (20%) of the Participant's Compensation for the pay date, and (b) the
aggregate amount of the Participant's Before-Tax and After-Tax contributions to
the Savings Plan for the same pay date.

         3.2 Subject to the limitation contained in section 3.3, the Company
shall credit to the Plan on behalf of each Participant an amount equal to 75% of
the amount contributed to the Plan by the Participant, not in excess of 6% of a
Participant's Compensation as of each pay date.

         3.3 The amount of Company Contributions credited to the Plan on behalf
of a Participant in combination with the contributions made by the Company to
the Savings Plan on behalf of the Participant as of each pay date during a Plan
Year, shall, in the aggregate be equal to the lesser of (a) 75% of the
Participant Contributions made by the Participant to this Plan and the Savings
Plan as of that pay date, or (b) 4.5% of the Participant's Compensation paid as
of that pay date. If the aggregate contributions exceed the lesser limitation
described in the preceding sentence, the Company Contributions credited to the
Participant's Account under this Plan shall be reduced until the aggregate
Company Contributions made under both the Savings Plan and this Plan do not
exceed the limitation.

         3.4 An employee who is an Eligible Employee as of the beginning of the
enrollment period for a particular Plan Year may participate in the Plan for
that Plan Year, provided that he timely submits a Pay Reduction Agreement for
that Plan Year. Any Eligible Employee who timely submits a Pay Reduction
Agreement for a Plan Year shall become a Participant on the first day of that
Plan Year.

         3.5 Notwithstanding the provisions of Section 3.4, employees who first
became Eligible Employees as of June 1, 2001 shall have a special enrollment
period (referred to herein as a "2001 Enrollee"). Any 2001 Enrollee who timely
submits a Pay Reduction Agreement during the special enrollment period shall
eligible to participate in the Plan for the 2001 Plan Year effective for
Compensation paid on or after June 29, 2001.


                                   ARTICLE IV

                           INVESTMENT OF CONTRIBUTIONS

         4.1 Participant Contributions and Company Contributions 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 Interest Bearing Account. 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.

         4.2 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.

         4.3 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 Contributions, withdrawals, 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.

         4.4 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 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.


                                    ARTICLE V

                    ELECTION, DISTRIBUTIONS AND BENEFICIARIES

         5.1 In order for an election to make Participant Contributions to be
effective for any given Plan Year, the Participant must submit an executed
irrevocable Pay Reduction Agreement during the applicable enrollment period
preceding the period as to which the election is to take effect. Except to the
extent specifically provided otherwise in Section 3.5, each Pay Reduction
Agreement shall apply to (and only to) the Plan Year next following the
applicable annual enrollment period and shall remain in force only as to that
Plan Year. No election shall be effective to defer any Compensation that would
otherwise be paid to the Participant before the period for which the Pay
Reduction Agreement is effective. The Pay Reduction Agreement shall be in such
form as may reasonably be required by the Committee and shall be executed at the
time and in the manner prescribed by the Committee.

         5.2 (a) No earlier than a Participant's termination of employment for
any reason other than death, all amounts that are credited to the Participant's
Account shall be distributed to the Participant in one of the following optional
forms as selected by the Participant:

(1)      a single lump-sum payment, or

(2)      in approximately equal annual or semi-annual installment payments over
not less than two nor more than ten years.

             (b) Payment in the form of distribution selected by the
Participant pursuant to section 5.2(a) shall commence within 60 days after the
date elected by the Participant on an effective distribution election form. Such
commencement date shall be either (1) the date of the Participant's termination
of employment or (2) the first, second, third, fourth or fifth anniversary of
the Participant's termination of employment, as selected by the Participant.

             (c) Each Participant shall select the form of distribution [as
set forth in section 5.2(a)] and benefit commencement date [as set forth in
section 5.2(b)] when the Participant first elects to participate in the Plan.
The Participant may amend his or her distribution election at any time prior to
the ninetieth (90th) day preceding the Participant's termination of employment
by submitting a distribution election form in accordance with the Plan's
procedures; provided that a modification to the Participant's distribution
election submitted after such 90th day will be effective if submitted no later
than the first to occur of (i) December 13, 2002, or (ii) the beginning of the
one year period preceding the date when the Participant's distributions would
commence if the modification would not be given effect. If the Participant has
not submitted an effective distribution election at the time of his termination
of employment, his distribution shall be in the form of a single lump sum
payment made within 60 days after the Participant's termination of employment.

         5.3 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.

         5.4 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 VI

                             TAXES AND TAX TREATMENT

         6.1 Each Participant agrees that as a condition of participation in the
Plan, the Company may withhold from any distribution hereunder all amounts
determined by the Company as required by law or otherwise as determined by the
Company to be then due and payable by the Participant or his beneficiary to the
Company.

         6.2 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; and (4) the
provisions of Parts 2, 3, and 4 of Subtitle B of Title I of ERISA shall not be
applicable. However, no Eligible Employee, 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.


                                   ARTICLE VII

                                 ADMINISTRATION

         7.1 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 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.

         7.2 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.

         7.3 The Company shall maintain, or cause to be maintained, records
showing the individual balances of 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.


                                  ARTICLE VIII

                            AMENDMENT OR TERMINATION

         8.1 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 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.


                                   ARTICLE IX

                                  MISCELLANEOUS

         9.1 Nothing in the Plan shall (i) interfere with or limit in any way
the right of the Company to terminate any Participant's employment at any time;
nor (ii) confer upon a Participant any right to continue in the employ of the
Company.

         9.2 In the event the Committee, in its sole discretion, shall find that
a 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 Plan shall be construed and administered according to the
applicable provisions of ERISA and the laws of the State of Ohio.



                                    ARTICLE X

                                CLAIMS PROCEDURE

         Section 10.1 The following procedures shall apply with respect to
claims for benefits under the Plan.

         (a)      Any 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
                  Company's Director - Compensation and Executive Benefits,
                  specifying the basis for the claim. The Director -
                  Compensation and Executive Benefits 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 Director - Compensation and
                  Executive Benefits 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 Director - Compensation and Executive Benefits renders
                  an adverse benefit determination under Section 10.1(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
                  10.2, 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 10.2 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 Plan 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.


         American Electric Power Service Corporation has caused this Amended and
Restated American Electric Power System Supplemental Retirement Savings Plan to
be signed as of this 17th day of January, 2003.

                            American Electric Power Service Corporation


                            By:      /s/ Melinda S. Ackerman
                                Melinda S. Ackerman, Senior Vice President,
                                Human Resources