EXHIBIT 10(l)(1)(C)



                                 FIRST AMENDMENT
                                       TO
                         AMERICAN ELECTRIC POWER SYSTEM
                               EXCESS BENEFIT PLAN
               (As amended and restated effective January 1, 2001)


     American Electric Power Service  Corporation adopts the following amendment
to the  American  Electric  Power System  Excess  Benefit  Plan,  as amended and
restated as of January 1, 2001 (the "Plan").

1.   Section  2.14 of the Plan is  hereby  amended  in its  entirety  to read as
     follows:

          "2.14 `Maximum  Benefit' means the vested  retirement  benefit payable
     from the Retirement  Plan under either the Final Average Pay Formula or the
     Cash Balance Formula, whichever is greater, given the Participant's marital
     status, Beneficiary, credited service and earnings for services rendered to
     the  Company,  to the  extent  such  are  permitted  by the  Code  and  the
     Retirement Plan to be taken into account under either the Final Average Pay
     Formula or the Cash Balance Formula."

2.   Section  2.21 of the Plan is  hereby  amended  in its  entirety  to read as
     follows:

          "2.21 `Unrestricted  Benefit' means the vested retirement benefit that
     would be payable from the  Retirement  Plan under either the Final  Average
     Pay Formula or the Cash Balance  Formula,  whichever is greater,  given the
     Participant's  marital  status,  Beneficiary,  credited  service  and  Plan
     Earnings,   assuming  sections  401(a)(17)  (Compensation  Limit)  and  415
     (Limitation  on  Benefits) of the Code are not  applicable  and taking into
     account any service,  Plan Earnings and other  adjustments  as are provided
     for in an Employment Agreement."

3.   In all other respects, the terms of the Plan are ratified and confirmed.

          IN WITNESS  WHEREOF,  this Amendment has been executed this 5th day of
     March, 2003.

American Electric Power Service Corporation


By:   /s/ Thomas M. Hagan
Title Executive Vice President - Shared Services