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                                                                EXHIBIT 10(q)(2)

                               FIRST AMENDMENT TO
                         AMERICAN ELECTRIC POWER SYSTEM
                      INCENTIVE COMPENSATION DEFERRAL PLAN

     This First Amendment is made by American Electric Power Service Corporation
(the  "Company") to the American  Electric Power System  Incentive  Compensation
Deferral Plan (the "Plan") that was made effective January 1, 2001.

     WHEREAS,  the  Company  reserved  the right to modify the Plan from time to
     time  in a  manner  that  does  not  affect  or  otherwise  deprive  a Plan
     participant or beneficiary of any distributions to which he may be entitled
     under the Plan; and

     WHEREAS, the Company desires to implement a claims procedure under the Plan
     to provide for the efficient  disposition of disputed claims that may arise
     under the terms of the Plan;

     NOW, THEREFORE,  the Company hereby amends the Plan by adding a new Article
X at the end  thereof,  effective  with respect to all claims that may be raised
under the terms of the Plan,  regardless  of whether  such claim may have arisen
before or after the date that this amendment is adopted:

                                    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 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.


     American Electric Power Service Corporation has caused this First Amendment
to the American Electric Power System Incentive Compensation Deferral Plan to be
signed as of this 6th day of December, 2002.



                                American Electric Power Service Corporation


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