EXHIBIT 10(B) Retainer Deferral Plan For Non-Employee Directors

“Account” means, with respect to each Participant, the Participant’s separate individual memo account established and maintained for the exclusive purpose of accounting for the Participant’s deferred Retainers. The portion of the Account attributable to Retainers earned prior to January 1, 2005 (which has been accrued in terms of Stock Units) shall be referred to as the Participant’s “Pre-2005 Account.” The portion of the Account attributable to Retainers earned after January 1, 2005 shall be referred to as the Participant’s “Post-2004 Account.”

“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.

“Board” means the Board of Directors of the Company.

“Change in Control” means a change in control of the Company as provided under Section 409A(a)(2)(A)(v) of the Code.

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

“Committee” means the Committee on Directors and Corporate Governance of the Board.

“Common Stock” means the common stock, $6.50 par value, of the Company.

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

“Contributions” means contributions made by the Participant pursuant to an executed Retainer Deferral Agreement attributable to Retainers earned on or after January 1, 2005.

“Director” means an individual who is a member of the Board.

“First Date Available” means the date of the Participant’s Termination.

“Fund” means the investment options made available to participants in the American Electric Power System Incentive Compensation Deferral Plan, as revised from time to time.

“Investment Income” means the earnings, gains and losses that would be attributable to the investment of such Contributions in a Fund or Funds.

“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.

“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.

“Participant” means any Non-Employee Director who has made an election to defer payment of all or a portion of such person’s Retainer in accordance with the terms of this Plan.

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

“Retainer” means the designated annual cash retainer, currently 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.

“Retainer Deferral Agreement” means a written election signed by the Participant and submitted to the Company by which the Participant irrevocably elects in accordance with the terms of this Plan to reduce his or her Retainer for the Plan Year and to have the Company treat the amount of the reduction as a Contribution to this Plan.

“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.

“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.

“Termination” means termination of services as a Director for any reason.

Election

On or before December 31 of any year, a Non-Employee Director may elect, by filing with the Company a Retainer Deferral Agreement, to defer receipt of all or a specified portion of the Director’s Retainer payable for subsequent Plan Years, beginning with the Plan Year that begins after the date of such election.

Notwithstanding the provisions of paragraph (a), a Non-Employee Director elected to fill a vacancy on the Company’s Board and who was not a Director on the last day of the preceding Plan Year, or whose term of office did not begin until after that date, may file a Retainer Deferral Agreement, for all or a specified portion of the Director’s Retainer payable for the remainder of such Plan Year, provided such Retainer Deferral Agreement is filed within 30 days after the beginning of his or her term of office and shall apply only to such portion of the Retainer as relates to services to be performed, and as would not otherwise become payable until, after the date such Retainer Deferral Agreement is filed.

An election made pursuant to a Retainer Deferral Agreement filed in accordance with this Section 4.1 shall defer the Director’s receipt of payment to a date or dates on or after the Director’s Termination as specified in the distribution election submitted in accordance with Article 7.

Revocation of Election