<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>11
<FILENAME>x10v3.txt
<DESCRIPTION>(V)(3) CERTIFIED RESOLUTIONS
<TEXT>
                                                                EXHIBIT 10(v)(3)

                         CERTIFIED COPY OF A RESOLUTION

                          OF THE BOARD OF DIRECTORS OF

                               AEP UTILITIES, INC.


                  RESOLVED: That the Board of Directors of AEP Utilities, Inc.
      hereby authorizes the appropriate officers of the Corporation to establish
      additional pension benefits through the Central and South West System
      Special Executive Retirement Plan, which shall contain substantially the
      same terms and conditions as are set out in the said plan which has
      heretofore been approved by the Board of Directors.

                  It is the intent of this Board of Directors, by taking this
      action, to:

                  1. Grant to Thomas M. Hagan additional years of credited
            service in excess of the actual credited service earned under the
            Central and South West System Pension Plan.

                  2. Provide for payment of pension benefits for retirement
            commencing at age 60 or later based on thirty years of credited
            service less benefits payable under the basic Pension Plan in
            accordance with the provisions of the Special Executive Retirement
            Plan.

                  FURTHER RESOLVED: That the Board of Directors approves and
      ratifies any and all actions heretofore taken in connection with this plan
      on behalf of Thomas M. Hagan. This resolution and the authorization herein
      contained shall become effective immediately.





            I, Thomas G. Berkemeyer, do hereby certify that I am Assistant
Secretary of AEP Utilities, Inc., a Delaware corporation, and as such Assistant
Secretary and the keeper of the corporate records and seal of said Corporation,
and as said Assistant Secretary, I do hereby further certify that the above and
foregoing is a true and correct copy of a certain resolution as the same appears
upon the records of said Corporation duly adopted by the Board of Directors of
said Corporation at a meeting of said Board duly called and held on the 16th day
of July, 1996, at which meeting a quorum of said Board was present and voting
throughout.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal
of said Corporation this 26th day of February, 2004.



                              /s/ Thomas G. Berkemeyer
                                  Assistant Secretary


SEAL


</TEXT>
</DOCUMENT>
