Exhibit 10(s)

Date:       January 3, 2001

Subject:

From:       J. H. Vipperman

To:         S. Tomasky

            In consideration of the prior experience you brought to AEP, you are
            being provided 20 years'  additional  retirement  plan service.  The
            additional  years  of  service,  along  with  your  actual  years of
            service,  will be used in  computing  your  benefit  under the final
            average pay formula and the cash balance formula.

            Under the cash balance formula with the additional service, you will
            receive the maximum company credit (8.5%) on compensation  beginning
            in 2001. You will be vested in the retirement  benefits earned under
            both the qualified  Retirement  Plan and the AEP Excess Benefit Plan
            after the completion of five years of service.

            c:  M. S. Ackerman