OHIO POWER CO
(S) NUCLEAR KEY CONTRIBUTOR RETENTION PLAN
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<DESCRIPTION>(S) NUCLEAR KEY CONTRIBUTOR RETENTION PLAN
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                                                                  EXHIBIT 10(s)

                             NUCLEAR KEY CONTRIBUTOR
                                 RETENTION PLAN


                                    ARTICLE I

                            Establishment and Purpose

     1.1 The Company hereby  establishes the Nuclear Key  Contributor  Retention
Plan effective as of May 1, 2000.

     1.2 The purpose of the Nuclear Key Contributor  Retention Plan is to retain
the services of key employees who are very important to the ongoing  performance
of the Company and of the D. C. Cook Nuclear Plant.


                                   ARTICLE II

                                   Definitions

     As used herein the  following  words and phrases  shall have the  following
respective meanings unless the context clearly indicates otherwise.

          (a)  "Account"  means the  separate  memo account  established  by the
     Company for each Participant.

          (b)  "Award  Letter"  means a  letter  setting  forth  the  terms  and
     conditions applicable to the establishment of a Participant's Account which
     shall  include,  but shall not be  limited  to, the  amount  credited  to a
     Participant's Account and the time period over which the amount credited to
     the Account shall vest.

          (c)  "Cause"  means and shall  include,  but is not  limited  to,  the
     Participant's  theft or destruction of Company property,  the Participant's
     willful  breach or habitual  neglect of the duties that the  Participant is
     required to perform,  or the  Participant's  behavior or actions  which are
     illegal and or unethical.

          (d) "Committee"  means the individuals  holding the following  offices
     within the Company;  Chairman of the Board,  President and Chief  Executive
     Officer;  Executive  Vice  President-Financial   Services;  Executive  Vice
     President-Corporate Services; and Senior Vice President-Human Resources.

          (e)  "Company"  means,  except as provided in Article 11, the American
     Electric Power Service Corporation, a New York corporation,  and any of its
     subsidiaries and affiliates.

          (f)  "Comparable  Job" means a job at the same pay grade with the same
     or equivalent level of responsibility.

          (g) "Disability" means a total and permanent  disability as defined in
     the American  Electric Power System Retirement Plan as amended from time to
     time.

          (h) "Fund" means the investment options made available to participants
     in the Supplemental Savings Plan.

          (i) "Investment Income" means with respect to a Participant's  Account
     the earnings,  gains and losses  derived from the  investment of the amount
     credited to a Participant's Account in a Fund or Funds.

          (j) "Participant" means any full-time employee of the Company, who has
     been selected to participate in the Plan.

          (k) "Plan" means the Nuclear Key Contributor Retention Plan.

          (l)   "Retirement"   means  a  termination  of  employment  after  the
     Participant attains age 55 and has completed five years of service.

          (m)  "Supplemental  Savings  Plan" means the American  Electric  Power
     System  Supplemental  Savings Plan, a non-qualified  deferred  compensation
     plan sponsored by the Company, as amended from time to time.


                                   ARTICLE III

                                 Administration

     3.1 The Committee  shall  administer the Plan. The Committee shall have the
authority to interpret  the Plan and to  prescribe,  amend and rescind rules and
regulations   relating  to  the   administration  of  the  Plan,  and  all  such
interpretation,  rules and  regulation  shall be  conclusive  and binding on all
Participants.

     3.2 The  Committee  may employ  agents,  attorneys,  accountants,  or other
persons 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 IV

                          Eligibility and Participation

     4.1 Eligibility for participation in the Plan shall be limited to employees
who, in the opinion of the Committee,  have the capacity for  contributing  in a
substantial  measure to the  successful  performance  of the D.C.  Cook  Nuclear
Plant.  At the  sole  discretion  of the  Committee  an  employee  may  become a
Participant in the Plan on or after May 1, 2000.

     4.2  The  Committee  shall  determine  the  amount  to  be  credited  to  a
Participant's  Account  and  the  credited  amount  shall  be  specified  in the
Participant's  Award Letter.  As soon as practicable  following a  Participant's
selection, the Committee shall provide the Participant with an Award Letter.


                                    ARTICLE V

                         Investment of Credited Amounts

     5.1 The  initial  contribution  by the Company to a  Participant's  Account
shall be  invested in the AEP Fixed  Income  Fund and shall  remain in that Fund
until such time that the Participant  elects to invest the initial  contribution
in a different Fund or Funds.  The  Participant may change the selected Funds by
notifying the Company or the recordkeeper retained by the Company. Any change in
the  Funds  selected  by  the  Participant  shall  be  implemented  as  soon  as
practicable.

     5.2 A  Participant  may elect to  transfer  all or a portion  of the amount
credited to the  Participant's  Account from any Fund or Funds to any other Fund
or Funds by giving  notice to the  Company or the  recordkeeper  retained by the
Company.  Transfers  between Funds may be made in any whole percentage or dollar
amounts and shall be implemented as soon as possible.

     5.3 The Funds  shall be valued  daily at their fair  market  value and each
Participant's  Account shall be valued daily at its fair market value.  The fair
market value  calculation  for a  Participant's  Account shall be made after all
Investment Income and Fund transfers for the day are recorded.

     5.4 If a Participant receives a payment of a portion of the amount credited
to the Participant's Account in accordance with sections 7.1 or 7.2, the payment
shall be taken  pro-rata  from  the  Funds  the  Participant's  Account  is then
invested in.

     5.4 The Plan is an unfunded  non-qualified  deferred  compensation plan and
therefore the amounts credited to a Participant's  Account and the Participant's
investment  of the  credited  amounts  in the  Fund  or  Funds  selected  by the
Participant are memo accounts that represent general,  unsecured  liabilities of
the Company payable exclusively out of the general assets of the Company.


                                   ARTICLE VI

                                     Vesting

     6.1 Except as provided in Section 6.2, a  Participant's  Account shall vest
after a set term as specified in the Award Letter.  A  Participant  will forfeit
any unvested portion of the Participant's  Account if the Participant  voluntary
resigns before  Retirement or Disability or if the Participant is terminated for
Cause.

     6.2  The  portion  of the  Participant's  Account  that  is not  vested  in
accordance with Section 6.1 shall become fully vested:

          (a) Upon the Retirement of the Participant,

          (b) Upon the Participant's Disability,

          (c) If the Company ceases or restructures  its nuclear  operations and
     the Participant's position with the Company is terminated, or

          (d)  If  there  is a  change  in  control  of  the  Company's  nuclear
     operations  such  that the  Company  does not have  primary  management  or
     operation responsibility for the D.C. Cook Nuclear Plant, or

          (e) If the  Company  is part of a  consortium  or  joint  venture  the
     purpose of which is to operate several nuclear electric  generation  plants
     and the Company does not have a controlling  interest in the  consortium or
     joint venture, and

          (f) If as a result of a  transaction  described in (c), (b) or (d) the
     Participant's  position  is  terminated  and the  Company  does not offer a
     Comparable Job to the Participant.


                                   ARTICLE VII

                            Determination and Payment

     7.1 The  Participant  shall  receive  a lump sum cash  distribution  of the
vested  portion of the  Participant's  Account within ten days after the vesting
date  specified  in the Award  Letter,  unless the  Participant  elects to defer
payment  of the vested  portion of the  Participant's  Account  as  provided  in
Section 7.2. The lump sum cash payment  shall be  calculated on the basis of the
market value of the Fund or Funds the Participant's Account is invested in as of
the day the Participant's Account becomes vested.

     7.2 Within sixty days of becoming a Participant,  a Participant may make an
election  to defer the cash  payment of the  amounts  credited in the Account as
they become  vested.  The vested  amounts may be deferred for one or more years.
However,  if the Participant's  deferral period extends beyond the Participant's
Retirement date, the payment of the deferred amounts must commence no later than
one year after the Participant's date of Retirement.  Upon the expiration of the
deferral  period,  the  deferred  amounts  shall be paid in a lump sum or over a
period of years,  not to exceed ten years,  as elected by the  Participant.  The
deferred  amounts shall continue to be invested in the Fund or Funds as selected
by the  Participant  as provided in Article V. The cash  payment of the deferred
amounts  shall be  calculated  on the basis of the  market  value of the Fund or
Funds the deferred  amounts are invested in as of the date the deferred  amounts
are to be paid to the Participant.

     7.3 If a Participant  voluntarily  terminates  employment  with the Company
prior to Retirement or Disability or if the  Participant's  employment  with the
Company is  terminated  for Cause,  any election the  Participant  may have made
pursuant to Section 7.2 shall be null and void. Upon a voluntary  termination or
a termination for cause, the vested portion of the  Participant's  account shall
be paid as a lump sum within 10 days of the Participant's termination.


                                  ARTICLE VIII

                                      Death

     8.1 In the event a  Participant  dies prior to the complete  payment of the
Participant's vested Account, the amount owning to the Participant shall be paid
to the Participant's  spouse if the spouse is then living. If the Participant is
not married at the time of death,  the amount owing to the Participant  shall be
paid to the Participant's estate.


                                   Article IX

                             Taxes and Tax Treatment

     9.1 The Company  shall  withhold  federal,  state and local  income  taxes,
Social Security taxes and Medicare Taxes from any distribution  hereunder to the
extent that such taxes are then payable.


                                    ARTICLE X

                            Amendment or Termination

     10.1 The  Committee  shall  have the right,  authority  and power to alter,
amend, modify, revoke or terminate the Plan.

     10.2 No amendment or  termination  of the Plan shall directly or indirectly
deprive any current or former  Participant of all or any portion of any benefits
earned up to the date of the amendment or termination of the Plan.


                                   ARTICLE XI

                                Change in Control

     11.1  Notwithstanding  any  provisions of this Plan to the  contrary,  if a
Change in Control of the Company occurs, all amounts credited to a Participant's
Account and not then vested shall be deemed to be fully vested as of the date of
the  Change in  Control.  Payment of the amount  credited  to the  Participant's
Account  shall be made in cash within  three months after the Change in Control.
The cash payment  shall be  calculated  on the basis of the fair market value of
the Funds the Participant's  Account is invested in as of the date of the Change
in Control.

     11.2 For  purpose of this  Article  XI, the term  "Company"  shall mean the
American  Electric  Power  Company,  Inc.,  a  New  York  corporation  and  it's
subsidiaries.  All references to the term Company in other Articles of this Plan
shall have the meaning as provided in Article II (e).

     11.3 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  ("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,  or 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 date 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.

     For  purposes  of this  Section  11.3,  "Board"  shall  mean  the  Board of
Directors of American Electric Power Company,  Inc. and "Director" shall mean an
individual who is a member of the Board.


                                   ARTICLE XII

                                  Miscellaneous

     12.1  Nothing  in this Plan  shall  interfere  with or limit in any way the
right of the Company to terminate any Participant's  employment at any time, nor
confer upon a Participant any right to continue in the employ of the Company.

     12.2 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 duly appointed legal
representative  of the  Participant,  and any such  payment  so made  shall be a
complete discharge of the liabilities of the Plan.

     12.3 The Plan shall be construed and administered  according to the laws of
the State of Ohio.



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