<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>x10k2.txt
<DESCRIPTION>(K)(2) STOCK UNIT ACCUM PLAN AMENDED 12/10/03
<TEXT>
                                                                EXHIBIT 10(k)(2)


                      American Electric Power Company, Inc.
                          Stock Unit Accumulation Plan
                           For Non-Employee Directors
                         (As Amended December 10, 2003)

                                    Article 1
                                     Purpose

The purposes of this American Electric Power Company, Inc. Stock Unit
Accumulation Plan For Non-Employee Directors (the "Plan") are to enable the
Company to attract and retain qualified persons to serve as Non-Employee
Directors, to solidify the common interests of its Non-Employee Directors and
shareholders by enhancing the equity interest of Non-Employee Directors in the
Company, and to encourage the highest level of Non-Employee Director performance
by providing such Non-Employee Directors with a proprietary interest in the
Company's performance and progress by paying a portion of the compensation of
the Non-Employee Directors in deferred Stock Units.


                                    Article 2
                                 Effective Date

The Plan shall be effective as of January 1, 1997.


                                    Article 3
                                   Definitions

Whenever used in the Plan, the following terms shall have the respective
meanings set forth below:

3.1      "Account" means, with respect to each Participant, the Participant's
         separate individual account established and maintained for the
         exclusive purpose of accounting for the Participant's award of Stock
         Units.

3.2      "Beneficiary" means, with respect to each Participant, the recipient or
         recipients designated by the Participant who are, upon the
         Participant's death, entitled in accordance with the Plan's terms to
         receive the benefits to be paid with respect to the Participant.

3.3      "Board" means the Board of Directors of the Company.

3.4      "Cash Retainer" means the designated annual cash retainer (currently
         $60,000), paid quarterly, for Non-Employee Directors established from
         time to time by the Board as annual compensation for services rendered,
         exclusive of compensation for service as a member of any committee
         designated by the Board or in connection with any meeting of the Board
         or special assignment, and exclusive of reimbursements for expenses
         incurred in performance of service as a Director.

3.5       "Committee" means the Committee on Directors and Corporate  Governance
          of the Board.

3.6      "Common Stock" means the common stock, $6.50 par value, of the Company.

3.7       "Company"  means American  Electric  Power  Company,  Inc., a New York
          corporation, and any successor thereto.

3.8      "Director" means an individual who is a member of the Board.

3.9      "Market Value" means the closing price of the Common Stock, as
         published in The Wall Street Journal report of the New York Stock
         Exchange - Composite Transactions on the date in question or, if the
         Common Stock shall not have been traded on such date or if the New York
         Stock Exchange is closed on such date, then the first day prior thereto
         on which the Common Stock was so traded.

3.10      "Non-Employee  Director"  means any person who serves on the Board and
          who is not an officer of the Company or employee of its Subsidiaries.

3.11      "Participant"  means any  Non-Employee  Director  who has  received an
          award of Stock Units.

3.12     "Retainer" means Cash Retainer and Stock Retainer.

3.13     "Stock Retainer" means the designated annual stock retainer (currently
         $60,000), payable quarterly, for Non-Employee Directors established
         from time to time by the Board as annual stock compensation for
         services rendered.

3.14     "Stock Unit" means a measure of value, expressed as a share of Common
         Stock, credited to a Participant under this Plan. No certificates shall
         be issued with respect to such Stock Units, but the Company shall
         maintain a bookkeeping Account in the name of the Participant to which
         the Stock Units shall relate.

3.15     "Subsidiary" means any corporation in which the Company owns directly
         or indirectly through its Subsidiaries, at least 50 percent of the
         total combined voting power of all classes of stock, or any other
         entity (including, but not limited to, partnerships and joint ventures)
         in which the Company owns at least 50 percent of the combined equity
         thereof.

3.16      "Termination"  means  retirement  from  the  Board or  termination  of
          service as a Director for any other reason.


                                    Article 4
                                Stock Unit Awards

4.1      Annual Awards

The Stock Retainer shall be payable quarterly and shall equal the dollar amount
of the Stock Retainer payable to the Participant divided by the Market Value on
such date. The number of whole and fractional Stock Units will be computed to
three decimal places.

4.2      Retirement Program Termination Awards

On and as of December 31, 1996, each  Non-Employee  Director  serving as such on
such date who makes or has made an  irrevocable  election by January 31, 1997 to
waive participation in, and any and all benefits under, the Company's Retirement
Plan for Directors,  shall have credited to the Account of such Participant,  as
of January 1, 1997,  the  number of vested  and  nonforfeitable  Stock  Units as
follows:  R. M. Duncan 3,000;  R. W. Fri 600; A. G. Hansen 3,000;  L. A. Hudson,
Jr. 3,000; A. E. Peyton 3,000; D. G. Smith 900; L. G. Stuntz 1,200; M. Tanenbaum
2,400; and A. H. Zwinger 3,000.


                                    Article 5
                            Dividends and Adjustments

5.1      Reinvestment of Dividends

On each dividend payment date with respect to the Common Stock, the Account of a
Participant, with Stock Units held pursuant to Article 4, shall be credited with
an additional number of whole and fractional Stock Units, computed to three
decimal places, equal to the product of the dividend per share then payable,
multiplied by the number of Stock Units then credited to such Account, divided
by the Market Value on the dividend payment date.

5.2      Adjustments

The number of Stock Units credited to a Participant's Account pursuant to
Article 4 shall be appropriately adjusted for any change in the Common Stock by
reason of any merger, reclassification, consolidation, recapitalization, stock
dividend, stock split or any similar change affecting the Common Stock.


                                    Article 6
                             Payment of Stock Units

6.1      Manner of Payment Upon Termination

Stock Units held in a Participant's Account shall be paid to the Participant in
a lump sum in cash within 10 days after the Participant's Termination unless the
Participant has filed an election with the Company to defer such payment as
provided in the following sentence. The Participant may elect (a) to defer the
lump sum payment for one or more years up to a maximum of five years following
Termination or (b) to receive payment of the Stock Units in up to 10 annual
installments commencing within 10 days after Termination or the deferred payment
date elected by the Participant pursuant to part (a) of this sentence. The
election to defer payment beyond the Participant's Termination must be made at
least one year prior to such Termination.

6.2      Manner of Payment Upon Death

Notwithstanding the Participant's election, if a Participant dies while Stock
Units are held in the Participant's Account, such Stock Units, whether vested or
unvested and forfeitable, will be paid in a lump sum in cash within 90 days from
the date of the Participant's death to the Beneficiary or the Participant's
estate, as the case may be. Upon application of the Beneficiary or the legal
representative of the Participant's estate, the lump sum payment may be deferred
beyond 90 days for good cause if the Committee consents to such deferral.

6.3      Determination

Any cash payments of Stock Units shall be calculated on the basis of the average
of the Market Value of the Common Stock for the last 20 trading days prior to
the Participant's Termination, deferred distribution date, respective
installment payment dates or the date of the Participant's death, as the case
may be.


                                    Article 7
                             Beneficiary Designation

Each Participant shall be entitled to designate a Beneficiary or Beneficiaries
(which may be an entity other than a natural person) who, following the
Participant's death, will be entitled to receive any payments to be made under
Section 6.2. At any time, and from time to time, any designation may be changed
or cancelled by the Participant without the consent of any Beneficiary. Any
designation, change, or cancellation must be by written notice filed with the
Company and shall not be effective until received by the Company. Payment shall
be made in accordance with the last unrevoked written designation of Beneficiary
that has been signed by the Participant and delivered by the Participant to the
Company prior to the Participant's death. If the Participant designates more
than one Beneficiary, any payments under Section 6.2 to the Beneficiaries shall
be made in equal shares unless the Participant has designated otherwise, in
which case the payments shall be made in the proportions designated by the
Participant. If no Beneficiary has been named by the Participant or if all
Beneficiaries predecease the Participant, payment shall be made to the
Participant's estate.


                                    Article 8
                          Transferability Restrictions

The Plan shall not in any manner be liable for, or subject to, the debts and
liabilities of any Participant or Beneficiary. No payee may assign any payment
due such party under the Plan. No benefits at any time payable under the Plan
shall be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, attachment, garnishment, levy, execution, or other legal or
equitable process, or encumbrance of any kind.


                                    Article 9
                                 Funding Policy

The Company's obligations under the Plan shall be totally unfunded so that the
Company or any Subsidiary is under merely a contractual duty to make payments
when due under the Plan. The promise to pay shall not be represented by notes
and shall not be secured in any way.


                                   Article 10
                                Change in Control

Notwithstanding any provision of this Plan to the contrary, if a "Change in
Control" (as defined below) of the Company occurs, Stock Units held in a
Participant's Account, whether vested or unvested and forfeitable, will be paid
in a lump sum in cash to the Participant not later than 15 days after the date
of the Change in Control. For this purpose, the balance in the Account shall be
determined by the higher of (a) the average of the Market Value of the Common
Stock for the last 20 trading days prior to such Change in Control or (b) if the
Change in Control of the Company occurs as a result of a tender or exchange
offer or consummation of a corporate transaction, then the highest price paid
per share of Common Stock pursuant thereto. Any consideration other than cash
forming a part or all of the consideration for the Common Stock to be paid
pursuant to the applicable transaction shall be valued at the valuation price
thereon determined by the Board.

In addition, the Company shall reimburse a Participant for the legal fees and
expenses incurred if the Participant is required to seek to obtain or enforce
any right to distribution. In the event that it is determined that such
Participant is properly entitled to a cash distribution hereunder, such
Participant shall also be entitled to interest thereon at the prime rate of
interest as published in The Wall Street Journal plus two percent from the date
such distribution should have been made to and including the date it is made.
Notwithstanding any provisions of this Plan to the contrary, the provisions of
this Article may not be amended by an amendment effected within three years
following a Change in Control.

A "Change in Control" of the Company shall be deemed to have occurred if (a) any
"person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended ("Exchange Act")), other than a
trustee or other fiduciary holding securities under an employee benefit plan of
the Company, becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of more than 25 percent of the then
outstanding voting stock of the Company; (b) during any period of two
consecutive years, individuals who at the beginning of such period constitute
the Board, together with any new Directors whose election or nomination for
election was approved by a vote of at least two-thirds of the Directors then
still in office who were either Directors at the beginning of the period or
whose election or nomination for election was previously so approved, cease for
any reason to constitute at least a majority of the Board; or (c) the Company's
shareholders approve a merger or consolidation of the Company with any other
corporation, other than a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) at least 75 percent of the total
voting power represented by the voting securities of the Company or such
surviving entity outstanding immediately after such merger or consolidation; or
(d) the shareholders of the Company approve a plan of complete liquidation of
the Company, or an agreement for the sale or disposition by the Company (in one
transaction or a series of transactions) of all or substantially all of the
Company's assets.

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur
as a result of any event described in (a) or (c) above, if Directors who were a
majority of the members of the Board prior to such event and who continue to
serve as Directors after such event determine that the event shall not
constitute a Change in Control.


                                   Article 11
                                 Administration

The Plan shall be administered by the Committee. The Committee shall have
authority to interpret the Plan, and to prescribe, amend and rescind rules and
regulations relating to the administration of the Plan, and all such
interpretations, rules and regulations shall be conclusive and binding on all
Participants. The Committee may employ agents, attorneys, accountants, or other
persons (who also may be employees of a Subsidiary) 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.


                                   Article 12
                            Amendment and Termination

The Company, by resolution duly adopted by the Board, shall have the right,
authority and power to alter, amend, modify, revoke, or terminate the Plan;
except as provided in Article 10; and provided further, that no amendment or
termination of the Plan shall adversely affect the rights of any Participant
with respect to any Stock Units held in such Participant's Account, unless the
Participant shall consent thereto in writing.


                                   Article 13
                                  Miscellaneous

13.1     No Right to Continue as a Director

Nothing in this Plan shall be construed as conferring upon a Participant any
right to continue as a member of the Board.

13.2     No Interest as a Shareholder

Stock Units do not give a Participant any rights whatsoever with respect to
shares of Common Stock.

13.3     No Right to Corporate Assets

Nothing in this Plan shall be construed as giving the Participant, the
Participant's designated Beneficiaries or any other person any equity or
interest of any kind in the assets of the Company or any Subsidiary or creating
a trust of any kind or a fiduciary relationship of any kind between the Company
or any Subsidiary and any person. As to any claim for payments due under the
provisions of the Plan, a Participant, Beneficiary and any other persons having
a claim for payments shall be unsecured creditors of the Company or any
Subsidiary.

13.4     Payment to Legal Representative for Participant

In the event the Committee shall find that a Participant is unable to care for
his or her affairs because of illness or accident, the Committee may direct that
any payment due the Participant be paid to the Participant's duly appointed
legal representative, and any such payment so made shall be a complete discharge
of the liabilities of the Plan.

13.5     No Limit on Further Corporate Action

Nothing contained in the Plan shall be construed so as to prevent the Company or
any Subsidiary from taking any corporate action which is deemed by the Company
or any Subsidiary to be appropriate or in its best interest.

13.6     Governing Law

The Plan shall be construed and administered according to the laws of the State
of New York to the extent that those laws are not preempted by the laws of the
United States of America.

13.7     Headings

The headings of articles, sections, subsections, paragraphs or other parts of
the Plan are for convenience of reference only and do not define, limit,
construe, or otherwise affect its contents.


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