EXHIBIT 10(o)(2)

                                 First Amendment
                                     to the
                        AEP System Survivor Benefit plan
               as amended and restated effective January 31, 2000


     This First  Amendment is made to the AEP System  Survivor  Benefit Plan, as
amended (the "Plan"), by American Electric Power Service Corporation, a New York
corporation,  on behalf of itself and any affiliate or subsidiary  participating
in the Plan (collectively, the "Employer").

                                    Recitals

     A.  The Plan was  adopted  effective  January  27,  1998 and most  recently
amended  and  restated   effective  January  31,  2000,  on  January  30,  2000.
Eligibility  for the Plan has generally  been made available to all employees of
the  Employer  who are in or enter  salary  grade 30 or  higher  and such  other
employees  of the  Employer  who are  approved  for  participation  by the Chief
Executive Officer of the Employer.

     B. Section 9.1 of the Plan permits the Employer to amend the Plan from time
to time as may be necessary for  administrative  purposes and legal  compliance,
provided that no amendment reduces the amount of benefit payable with respect to
a Participant  who is eligible to retire or who has retired.  Section 9.2 of the
Plan permits the Employer to terminate  the Plan in whole or in part at any time
in the Employer's sole discretion.

     C. On or about  July 31,  2002,  the  Employer  determined  to  discontinue
offering the Plan to any additional  Employees hired on or after August 1, 2002,
such that such  additional  Employees  hired  into  salary  grades 30 through 38
(other than such  Employees  hired or promoted to salary grade 38 or higher with
an  officer  title  of  SVP or  higher  with  American  Electric  Power  Service
Corporation)  shall instead  become  eligible to  participate  in the group term
coverage  offered  under the  American  Electric  Power System Group Life & AD&D
Insurance Plan.

                                    Amendment

Section 3.1 of the Plan is hereby amended in its entirety to read as follows:

     3.1 Eligibility

          All employees of the Employer who,  within the period January 27, 1997
     through July 31,  2002,  were either (a) in  management  salary grade 30 or
     higher or (b) approved for  participation by the Chief Executive Officer of
     the Employer, and who are currently enrolled in the plan, shall be eligible
     to  participate.  No  additional  employees  of the  Employer  shall become
     eligible to participate after July 31, 2002.

The  Employer  has caused  this  amendment  to be signed by its duly  authorized
officer this 11th day of November, 2002.



                               American Electric Power Service Corporation


                               By    /s/ Armando A. Pena
                               Armando A. Pena
                               Title:  Senior Vice President-Finance, Treasurer
                               and Chief Financial Officer