AEP System Stock Ownership Requirement Plan


     

    EXHIBIT
      10(a)

    
 

    AMERICAN
      ELECTRIC POWER SYSTEM

    


    STOCK
      OWNERSHIP REQUIREMENT PLAN

    


    (As
      Amended and Restated Effective January 1, 2005)

    


    


    


    ARTICLE
      I

    


    PURPOSE
      AND EFFECTIVE DATE

    


    1.1     The
      Human
      Resources Committee (“HRC”) of the Board of Directors of American Electric Power
      Company, Inc. believes that it is critical to AEP’s long-term success to
      effectively align the long-term financial interests of senior executives with
      those of AEP’s shareholders and that an effective alignment is best accomplished
      by substantial, long-term stock ownership. The American Electric Power System
      Stock Ownership Requirement Plan (the “Plan”) was established by American
      Electric Power Service Corporation (the “Company”) and such subsidiaries of the
      Parent Corporation that have Eligible Employees to facilitate the achievement
      and maintenance of Minimum Stock Ownership Requirements assigned to Eligible
      Employees. 

    


    1.2     The
      effective
      date of the Plan, as amended and restated by this document, is January 1, 2005.
      This document amends and restates the Plan as most recently amended and restated
      by a document that was executed on May 30, 2006.

    


    


    ARTICLE
      II

    


    DEFINITIONS

    


    2.1     “Account”
      means the separate memo account established and maintained by the Committee
      (or
      the recordkeeper employed by the Company) to record the number of Shares and
      Share Equivalents that have been designated in accordance with the terms of
      this
      Plan to satisfy all Minimum Stock Ownership Requirements assigned to a
      Participant. 

    


    2.2     “AEP”
means
      the Parent Corporation and its direct and indirect subsidiaries.

    


    2.3     “Annual
      Incentive Compensation” means incentive compensation payable pursuant to the
      terms of an annual incentive compensation plan approved by the Committee for
      inclusion in the Plan, provided that such annual incentive compensation shall
      be
      determined without regard to any salary or wage reductions made pursuant to
      sections 125 or 402(e)(3) of the Code or participant contributions pursuant
      to a
      pay reduction agreement under the American Electric Power System Supplemental
      Retirement Savings Plan, as amended or the American Electric Power System
      Incentive Compensation Deferral Plan. Annual Incentive Compensation will not
      include an employee’s base pay, non-annual bonuses (such as but not limited to
      project bonuses and sign-on bonuses), severance pay, or relocation
      payments.

    


    2.4     ”Applicable
      Tax Payments” means the following types of taxes that AEP may withhold and pay
      that are applicable to the amount then credited to the Career Share
      Account:

    


    (a)     Federal
      Insurance Contributions Act (FICA) tax imposed under Code Sections 3101, 3121(a)
      and 3121(v)(2) (the “FICA Amount”);

    


    (b)     Income
      tax at source on wages imposed under Code Section 3401 or the corresponding
      withholding provisions of applicable state, local and foreign tax laws as a
      result of the payment of the FICA Amount; and

    


    (c)     The
      additional income tax at source on wages attributable to pyramiding Code Section
      3401 wages and taxes;

    


    provided,
      however, that the total Applicable Tax Payments may not exceed such limits
      as
      may be applicable to comply with the requirements of Code Section
      409A.

    


    2.5     “Career
      Share
      Account” means a separate memo account that is a subset of the Account that is
      maintained to identify the Career Share Units used to satisfy a Participant’s
      Minimum Stock Ownership Requirements. 

    


    2.6     “Career
      Share
      Units” or “Career Shares” means the Share Equivalents tracked in a Participant’s
      Career Share Account in order to determine whether and when the Participant
      has
      satisfied his or her Minimum Stock Ownership Requirements. Phantom stock units
      that become earned and vested under the Long-Term Incentive Plan represent
      an
      example of an award that may become Career Shares under the terms of this Plan.
      Career Shares also have been referred to as “Phantom Stock Units” in Company
      communications.

    


    2.7     “Claims
      Reviewer” means the person or committee designated by the Company (or by a duly
      authorized person) as responsible for the review of claims for benefits under
      the Plan in accordance with Section 8.1. Until changed, the Claims Reviewer
      shall be the Company’s employee who is the head of the Executive Benefits area
      of the Human Resources department. 

    


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

    


    2.9     “Committee”
      means the committee designated by the Company (or by a duly authorized person)
      as responsible for the administration of the Plan. Until changed, the Committee
      shall consist of the employees of the Company holding the following positions:
      chief executive officer of the Company; head of the Human Resources department
      (currently, Vice President Human Resources); the employee to whom the head
      of
      the Human Resources department reports (currently, Senior Vice President -
      Shared Services) and the chief financial officer of the Company. The Committee
      may authorize any person or persons to act on its behalf with full authority
      in
      regard to any of its duties and hereunder other than those set forth in Section
      9.2.

    


    2.10     “Common
      Stock” means the common stock, $6.50 par value, of the Parent
      Corporation.

    


    2.11     “Company”
      means American Electric Power Service Corporation.

    


    2.12     “Eligible
      Employee” means any employee of AEP who is hired into or promoted to a position
      that is eligible to be assigned a Minimum Stock Ownership Requirement, and
      only
      so long as a Minimum Stock Ownership Requirement applies. At the date of
      execution of this document, a Minimum Stock Ownership Requirement is assigned
      to
      those employees employed at exempt salary grade 36 or higher. An individual
      who
      is not directly compensated by AEP or who is not treated by AEP as an active
      employee shall not be considered an Eligible Employee.

    


    2.13     “First
      Date
      Available” or “FDA” means the last day of the month coincident with or next
      following the date that is six (6) months after the date of the Participant’s
      Termination.

    


    2.14     “Incentive
      Compensation Deferral Plan” means the American Electric Power System Incentive
      Compensation Deferral Plan, as amended from time to time.

    


    2.15     “Long
      Term
      Incentive Plan” or “LTIP” means the American Electric Power System Long-Term
      Incentive Plan, as amended from time to time, including any successor plan
      or
      plans. The LTIP that is in effect as of the date this Plan is executed is
      entitled the “Amended and Restated American Electric Power System Long-Term
      Incentive Plan - April 26, 2005.”

    


    2.16     “Market
      Value” means the closing price of a Share, as published in The
      Wall Street Journal
      report
      of the New York Stock Exchange - Composite Transactions on the date in question
      or, if the Share 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.

    


    2.17     “Minimum
      Stock Ownership Requirement” or “MSOR” means the targeted aggregate number of
      Shares and Share Equivalents specified under the terms of this Plan as
      applicable to the Participant. Participants may be assigned multiple minimum
      stock ownership requirements. Any MSOR assigned to a Participant shall no longer
      be applicable to such Participant after the date of the Participant’s
      Termination.

    


    2.18     “MSOR
      Window
      Period” means the period that begins as of the date a particular MSOR is
      effective with respect to an Eligible Employee (or Participant, with regard
      to
      any increase in his or her MSOR) and ends on the five (5) year anniversary
      of
      that date.

    


    2.19     “Next
      Date
      Available” or “NDA” means the June 30 of the calendar year immediately following
      the calendar year in which falls the Participant’s Termination. 

    


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

    


    2.21     “Participant”
      is defined in Article IV.

    


    2.22     “Performance-Based
      Compensation” has the meaning set forth in Section 409A(a)(4)(B)(iii) of the
      Code.

    


    2.23     “Performance
      Shares” means performance shares or performance share units (or other similar
      types of equity incentive compensation) awarded under the American Electric
      Power System Performance Share Incentive Plan or the Long-Term Incentive Plan.
      Reference in this Plan to the “12/10/2003 Performance Share Awards” shall be
      deemed to refer to the Performance Shares that were issued with a grant date
      of
      December 10, 2003 and subject to a performance period from December 10, 2003
      through December 31, 2004.

    


    2.24     “Phantom
      Stock Units” are also referred to as “Career Shares.” See definition of “Career
      Share Units,” above.

    


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

    


    2.26     “Share”
means
      a share of common stock of the Parent Corporation, and includes, but is not
      limited to, such shares as may be purchased directly by or for the Participant
      or through the American Electric Power Company, Inc. Dividend Reinvestment
      and
      Direct Stock Purchase Plan or issued in connection with the Participant’s
      performance of services for AEP, such as pursuant to the American Electric
      Power
      System Long-Term Incentive Plan.

    


    2.27     “Share
      Equivalent” is determined by reference to the amount credited to the
      Participant’s Career Share Account under this Plan and to the Participant’s AEP
      Stock Fund accounts maintained in connection with the American Electric Power
      Retirement Savings Plan, the American Electric Power System Supplemental
      Retirement Savings Plan, and the American Electric Power System Incentive
      Compensation Deferral Plan. To the extent that the amount credited under these
      arrangements are not otherwise reported under the terms of the applicable plan
      as a number of shares of Common Stock, the number of Share Equivalents
      attributable to such amount shall be determined by dividing the dollar amount
      so
      credited by the Market Value of a Share determined as of the applicable
      valuation date. No certificates shall have been issued with respect to such
      Share Equivalents.

    


    2.28     “Termination”
      means termination of employment with AEP for any reason.

    


    2.29     “Vested”
      means, for purposes of this Plan, that the Participant would not forfeit the
      Shares or Share Equivalents upon the termination of the Participant’s employment
      with AEP for reasons other than the Participant’s death.

    


    2.30     “2006
      Distribution Election Period” means the period or periods designated by the
      Committee during which Participants (or Former Participants) are given the
      opportunity to select among the distribution options set forth in Article VII,
      provided that any such period shall end no later than December 31,
      2006.

    


    


    ARTICLE
      III

    


    ADMINISTRATION

    


    3.1     The
      Plan
      shall be administered by the Committee. The Committee shall have full
      discretionary power and authority (i) to administer and interpret the terms
      and
      conditions of the Plan and (ii) to establish reasonable procedures with which
      Participants, Former Participant and beneficiaries must comply to exercise
      any
      right or privilege established hereunder. The rights and duties of the
      Participants and all other persons and entities claiming an interest under
      the
      Plan shall be subject to, and bound by, actions taken by or in connection with
      the exercise of the powers and authority granted under this
      Article.

    


    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.

    


    3.3     The
      Company
      shall maintain, or cause to be maintained, records showing the individual
      balances in each Participant’s Account, including each Participant’s Career
      Share Account. Statements setting forth the value of the amount credited to
      the
      Participant's Account shall be made available to each Participant no less often
      than once per year. The maintenance of the Account records and the distribution
      of statements may be delegated to a recordkeeper by either the Company or the
      Committee.

    


    


    ARTICLE
      IV

    


    PARTICIPATION

    


    An
      Eligible Employee shall become a Participant as of the date that the Eligible
      Employee is first assigned a Minimum Stock Ownership Requirement.

    


    


    ARTICLE
      V

    


    SATISFACTION
      OF MINIMUM STOCK OWNERSHIP REQUIREMENT

    


    5.1    
Accounts.
      The
      Committee shall establish and maintain an Account for each Participant that
      will
      record the number of Shares and Share Equivalents that have been designated
      in
      accordance with the terms of this Plan to satisfy the Minimum Stock Ownership
      Requirement applicable to such Participant. 

    


    5.2     Share
      Commitment Designated by Participant.

    


    (a)     A
      Participant may from time to time designate that certain Shares or Share
      Equivalents that are owned by the Participant or otherwise credited to the
      Participant be credited to the Account of such Participant. A Participant shall
      be permitted to so designate any Shares or Share Equivalents only to the extent
      the following requirements have been satisfied:

    


    
      	(i)  	
                  The
                Shares or Share Equivalents have been earned by the Participant,
                if
                applicable;

            


    

    


    
      	(ii)  	
                  The
                Shares or Share Equivalents are then Vested;


            


    

    


    
      	(iii)  	
                  The
                Shares or Share Equivalents are not automatically allocated to the
                Participant’s Career Share Account pursuant to Section 5.3, below;
                and

            


    

    


    
      	(iv)  	
                  The
                Shares or Share Equivalents are not encumbered, pledged or hypothecated
                in
                any way.

            


    

    


    (b)     Any
      designation made by a Participant under this Section shall be made in writing
      and in a form that is satisfactory to the Committee.

    


    5.3     Accrual
      of Career Shares.
      

     

    
      (a)   
Determination
        Date.
        For
        purposes of this Section 5.3, the term “Determination Date” means



          (i) the
        date
        that is six months prior to the end of the performance period, with respect
        to
        an award of Performance Shares that qualifies as Performance-Based Compensation
        and that is based on services performed over a period of at least 12 months;
        or


      


          (ii) the
        June
        30 that falls within the calendar year to which Annual Incentive Compensation
        relates (or the date six months prior to the end of the performance period,
        with
        respect to Annual Incentive Compensation that is not based on a calendar
        year),
        provided that such Annual Incentive Compensation qualifies as Performance-Based
        Compensation that is based on services performed over a period of at least
        12
        months; or

      


          (iii) to
        the
        extent that the awarded Performance Shares or the Annual Incentive Compensation
        are not Performance-Based Compensation that is based on services performed
        over
        a period of at least 12 months, the later of (A) the December 31 immediately
        prior to the year in which the services on which the Performance Shares or
        Annual Incentive Compensation is based are to be performed, or (B) the date
        the
        Participant first became an Eligible Employee 

      


          (b)     Participant
        Has Not Satisfied MSOR. 

      


          (i) If
        a
        Participant has not satisfied his or her MSOR on or before the Determination
        Date applicable to Performance Shares that have been awarded to such
        Participant, the Participant’s Career Share Account shall be credited with the
        number of Shares or Share Equivalents that become earned and Vested (reduced,
        however, to the extent of any Applicable Tax Payments) by the Participant
        as a
        result of the award of such Performance Shares; and

      


          (ii) If
        a
        Participant has not satisfied the applicable MSOR on or before the Determination
        Date that falls after the final year of the Participant’s MSOR Window Period,
        the Participant’s Career Share Account shall be credited with the number of
        Shares or Share Equivalents, as appropriate, attributable to 25% (50%, effective
        beginning January 1, 2006) of the Annual Incentive Compensation that becomes
        earned and Vested by the Participant. 



    If
      the
      same Determination Date applies to both the Performance Shares and the Annual
      Incentive Compensation for a particular Participant, the determination of
      whether the Participant has satisfied an applicable MSOR as of that
      Determination Date shall be made by applying the provisions of subsection (b)(i)
      of this Section before applying the provisions of subsection (b)(ii) of this
      Section. The Participant’s Career Share Account shall be credited even if the
      Participant shall have satisfied his or her MSOR or shall have ceased to remain
      an Eligible Employee during the period between the Determination Date and the
      date the Performance Shares or Annual Incentive Compensation are earned and
      Vested. However, if a Participant shall have no MSOR as of an applicable
      Determination Date by reason of the Participant’s having ceased to remain an
      Eligible Employee, the payment or deferral of the amounts that become payable
      to
      the Participant relative to Annual Incentive Compensation or as a result of
      an
      award of Performance Shares to which such Determination Date applies shall
      be
      determined in accordance with other plans and programs as may apply, including,
      for example, the Incentive Compensation Deferral Plan.

    


        (c)     Participant
      Has Satisfied MSOR.
      If a
      Participant has satisfied his or her MSOR on or before the applicable
      Determination Date, the payment or deferral of the amounts that become payable
      to the Participant relative to Annual Incentive Compensation or as a result
      of
      an award of Performance Shares shall be determined in accordance with other
      plans and programs as may apply, including, for example, the Incentive
      Compensation Deferral Plan.

    


    5.4     Holding
      Requirement For Exercised Stock Options.
      If a
      Participant has not satisfied the applicable MSOR on or before the close of
      the
      related MSOR Window Period, then, the Participant shall be required to retain
      until Termination all Shares acquired through stock options exercised by the
      Participant between the date immediately following the close of such MSOR Window
      Period until the date the Participant has satisfied such MSOR; provided,
      however, the Participant shall be permitted to cause the sale of such Shares
      as
      would allow the Participant to cover the costs and applicable taxes directly
      associated with such exercises. However, the retention requirement set forth
      in
      this Section 5.4 shall not apply once and so long as the Participant has no
      MSOR
      by reason of the Participant’s having ceased to remain an Eligible
      Employee.

    


    


    ARTICLE
      VI

    


    CAREER
      SHARE ACCOUNT

    DIVIDENDS
      AND ADJUSTMENTS

    


    6.1     Reinvestment
      of Dividends.
      Effective on each dividend payment date with respect to the Common Stock, the
      Career Share Account of a Participant shall be credited with an additional
      number of whole and fractional Share Equivalents, computed to three decimal
      places, equal to the product of the dividend per share then payable, multiplied
      by the number of Share Equivalents then credited to such Career Share Account,
      divided by the Market Value on the dividend payment date.

    


    6.2     Adjustments.
      The
      number of Share Equivalents credited to a Participant’s Career Share Account
      shall be appropriately adjusted for any change in the Common Stock by reason
      of
      any merger, reclassification, consolidation, recapitalization, stock dividend,
      stock split or any similar change affecting the Common Stock.

    


    


    ARTICLE
      VII

    


    CAREER
      SHARE ACCOUNT

    DISTRIBUTIONS

    


    7.1     Upon
      a
      Participant’s Termination for any reason, the Company shall cause the
      Participant to be paid the full amount credited to his or her Career Share
      Account in accordance with the following rules:

    


        (a)     Cash
      or Stock.
      Payments
      may be made in cash, shares of Common Stock, or a combination of both as elected
      by the Participant on a form that is acceptable to the Company and submitted
      within a reasonable period of time before the distribution is scheduled to
      commence. Cash payments of Career Shares shall be calculated on the basis of
      the
      average of the Fair Market Value of the Common Stock for the last 20 trading
      days prior to the applicable distribution date (i.e., the Participant’s date of
      Termination, deferred distribution date, respective installment payment dates
      or
      the date of the Participant’s death, as the case may be).

    


        (b)     Timing
      and Form of Distribution.
      Except
      as otherwise provided in Section 7.2, the following rules shall apply with
      regard to the timing and form of the distributions to be made from the
      Participant’s Career Share Account:

    


    
      	 	
              (1)

            	
              Form
                of Distribution.
                The Company shall cause the Participant to be paid the full amount
                credited to his or her Active Career Share Account in accordance
                with his
                or her effective election in one of the following
                forms:

            


    

    


    
      	 	
              (A)

            	
              A
                single lump sum distribution 

            


    

    


    
      	 	
              (i)

            	
              as
                of the First Date Available; or

            


    

    


    
      	 	
              (ii)

            	
              as
                of the Next Date Available; or

            


    

    


    
      	 	
              (iii)

            	
              as
                of the fifth anniversary of the First Date Available;
                or

            


    

    


    
      	 	
              (iv)

            	
              as
                of the fifth anniversary of the Next Date Available;
                or

            


    

    


    
      	 	
              (B)

            	
              In
                five (5) annual installments
                commencing

            


    

    


    
      	 	
              (i)

            	
              as
                of the First Date Available; or

            


    

    


    
      	 	
              (ii)

            	
              as
                of the Next Date Available; or

            


    

    


    
      	 	
              (iii)

            	
              as
                of the fifth anniversary of the First Date Available;
                or

            


    

    


    
      	 	
              (iv)

            	
              as
                of the fifth anniversary of the Next Date Available;
                or

            


    

    


    
      	 	
              (C)

            	
              In
                ten (10) annual installments
                commencing.

            


    

    


    
      	 	
              (i)

            	
              as
                of the First Date Available; or

            


    

    


    
      	 	
              (ii)

            	
              as
                of the Next Date Available.

            


    

    


    
      	 	
              (2)

            	
              Effective
                Election.
                For this purpose, a Participant’s election with respect to the
                distribution of his or her Career Share Account shall not be effective
                unless all of the following requirements are
                satisfied.

            


    

    


    
      	 	
              (A)

            	
              The
                election is submitted to the Company in writing in a form determined
                by
                the Committee to be acceptable;

            


    

    


    
      	 	
              (B)

            	
              The
                election is submitted timely. For purposes of this paragraph, a
                distribution election will be considered “timely” only if it is submitted
                prior to the Participant’s Termination and it satisfies the requirements
                of (i), (ii) or (iii), below, as may be
                applicable:

            


    

    


    
      	 	
              (i)

            	
              Submitted
                no later than the first Determination Date after June 30, 2006 with
                respect to a Participant who had neither a 12/10/2003 Performance
                Share
                Award nor any amount credited to his Career Share Account as of June
                30,
                2006; or

            


    

    


    
      	 	
              (ii)

            	
              Submitted
                during the 2006 Distribution Election Period, but only with regard
                to the
                first distribution election form submitted by such Participant during
                that
                period; or

            


    

    


    
      	 	
              (iii)

            	
              If
                the Participant is submitting the election to change the timing or
                form of
                distribution that is then in effect with respect to the Participant’s
                Career Share Account other than an effective distribution election
                submitted as part of the 2006 Distribution Election Period, such
                election
                must be submitted at least one year prior to the date of the Participant’s
                Termination.

            


    

    


    
      	 	
              (C)

            	
              If
                the Participant is submitting the election pursuant to paragraph
                (b)(2)(B)(iii) to change the timing or form of distribution that
                is then
                in effect with respect to the Participant’s Career Share Account (i.e.,
                the Participant is not submitting an election with his initial applicable
                Determination Date [(B)(i)] nor during the 2006 Distribution Election
                Period [(B)(ii)], the newly selected option must result in the further
                deferral of the first scheduled payment by at least 5 years. For
                purposes
                of compliance with the rule set forth in Section 409A(a) of
                the Code (and the regulations issued thereunder), each distribution
                option
                described in Section 7.1(b)(1) shall be treated as a single payment
                as of
                the first scheduled payment date.

            


    

    


    
      	 	
              (D)

            	
              If
                the Participant is submitting the election pursuant to paragraph
                (b)(2)(B)(ii) to change the timing or form of distribution that is
                then in
                effect with respect to the Participant’s Career Share Account, the newly
                selected option may not defer payments that the Participant would
                have
                received in 2006 if not for the new distribution election nor cause
                payments to be made in 2006 if not for the new distribution
                election.

            


    

    


    
      	 	
              (3)

            	
              For
                purposes of this Section 7.1(b), if a Participant’s effective distribution
                election form was submitted using the options that had been made
                available
                under the Plan as in effect prior to January 1, 2005 [i.e., as either
                (A)
                a single lump-sum payment, or in annual installment payments over
                not less
                than two nor more than ten years; (B) commencing within 60 days after
                the
                date of the Participant’s Termination or the first, second, third, fourth
                or fifth anniversary of the Participant’s Termination],
                then:

            


    

    


    
      	 	
              (A)

            	
              If
                the Participant’s Termination occurs prior to the commencement of the 2006
                Distribution Election Period, the Participant’s effective distribution
                election form shall be given full effect. Solely for purposes of
                this
                paragraph (3)(A), a participant’s distribution election form shall be
                considered effective notwithstanding the requirement of Section
                7.1(b)(2)(B)(iii) (which requires that a form be submitted at least
                one
                year prior to the date of the Participant’s Termination), provided that
                such form had become effective prior to the Participant’s Termination in
                accordance with the terms applicable to such election form at the
                time it
                was submitted by the Participant;
                and

            


    

    


    
      	 	
              (B)

            	
              If
                the Participant’s Termination occurs during or after the 2006 Distribution
                Election Period, the Participant shall be considered to have elected
                the
                corresponding option as set forth in Schedule A attached to this
                Plan.

            


    

    


    
      	 	
              (4)

            	
              If
                the provisions of Section 7.1(b)(3) are not applicable to a Participant
                and the Participant fails to submit an effective distribution election
                with regard to his Career Share Account that satisfies the requirements
                of
                Section 7.1(b)(2)(B)(i) (by his initial applicable Determination
                Date) or
                Section 7.1(b)(2)(B)(ii) (during the 2006 Distribution Election Period),
                as applicable, by such Determination date or the last day of the
                2006
                Distribution Election Period, respectively, such Participant shall
                be
                considered to have elected a distribution of his or her Career Share
                Account in a single lump sum as of the First Date
                Available.

            


    

    


    7.2     Events
      Affecting Timing or Amount of Distributions.

    


    (a)     “Election”
      To Accelerate Payment of Career Shares Attributable to 12/10/2003 Performance
      Share Award.
      Notwithstanding any provision of Section 7.1 to the contrary, if a Participant
      had not satisfied his or her MSOR on or before June 30, 2004 (the Determination
      Date applicable to the 12/10/2003 Performance Share Awards), but as of June
      30,
      2006 either (i) does satisfy his or her applicable MSOR(s) or (ii) has no
      applicable MSOR because the participant is longer an Eligible Employee, the
      Participant will be deemed to have elected as of June 30, 2006 a lump sum
      payment with respect to the Share or Share Equivalents that would have been
      credited to the Participant’s Career Share Account as a result of the 12/10/2003
      Performance Share Award. Such payment shall be made as of the date that the
      12/10/2003 Performance Share Awards otherwise would have become payable if
      the
      Participant were not a participant in this Plan.

    


    (b)     Avoiding
      Violation of Applicable Law.
      Notwithstanding any provision of Section 7.1 to the contrary, payment to a
      Participant will be delayed at any time that the Company reasonably anticipates
      that the making of such payment will violate Federal securities laws or other
      applicable law; provided however, that any payments so delayed shall be paid
      at
      the earliest date at which the Company reasonably anticipates that the making
      of
      such payment will not cause such violation.

    


    


    ARTICLE
      VIII

    


    BENEFICIARIES

    


    8.1    
Each
      Participant may designate a beneficiary or beneficiaries who shall receive
      the
      balance of the Participant's Account if the Participant dies prior to the
      complete distribution of the Participant's Account. Any designation, or change
      or rescission of a beneficiary designation shall be made by the Participant’s
      completion, signature and submission to the Committee of the appropriate
      beneficiary form prescribed by the Committee. A beneficiary form shall take
      effect as of the date the form is signed provided that the Committee receives
      it
      before taking any action or making any payment to another beneficiary named
      in
      accordance with this Plan and any procedures implemented by the Committee.
      If
      any payment is made or other action is taken before a beneficiary form is
      received by the Committee, any changes made on a form received thereafter will
      not be given any effect. If a Participant fails to designate a beneficiary,
      or
      if all beneficiaries named by the Participant do not survive the Participant,
      the Participant’s Account will be paid to the Participant’s estate. Unless
      clearly specified otherwise in an applicable court order presented to the
      Committee prior to the Participant’s death, the designation of a Participant’s
      spouse as a beneficiary shall be considered automatically revoked as to that
      spouse upon the legal termination of the Participant’s marriage to that
      spouse.

    


    8.2     Distribution
      to a Participant’s beneficiary shall be in the form of a single lump-sum payment
      within 60 days after the Committee makes a final determination as to the
      beneficiary or beneficiaries entitled to receive such distribution.

    


    


    ARTICLE
      IX

    


    CLAIMS
      PROCEDURE

    


    Section
      9.1     The following
      procedures shall apply with respect to claims for benefits under the
      Plan.

    


    (a)     Any
      Participant or beneficiary who believes he or she is entitled to receive a
      distribution under the Plan which he or she did not receive or that amounts
      credited to his or her Account are inaccurate, may file a written claim signed
      by the Participant, beneficiary or authorized representative with the Claims
      Reviewer, specifying the basis for the claim. The Claims Reviewer shall provide
      a claimant with written or electronic notification of its determination on
      the
      claim within ninety days after such claim was filed; provided, however, if
      the
      Claims Reviewer determines special circumstances require an extension of time
      for processing the claim, the claimant shall receive within the initial
      ninety-day period a written notice of the extension for a period of up to ninety
      days from the end of the initial ninety day period. The extension notice shall
      indicate the special circumstances requiring the extension and the date by
      which
      the Plan expects to render the benefit determination.

    


    (b)     If
      the
      Claims Reviewer renders an adverse benefit determination under Section 8.1(a),
      the notification to the claimant shall set forth, in a manner calculated to
      be
      understood by the claimant:

    


    
      	 	
              (1)

            	
              The
                specific reasons for the denial of the
                claim;

            


    

    


    
      	 	
              (2)

            	
              Specific
                reference to the provisions of the Plan upon which the denial of
                the claim
                was based;

            


    

    


    
      	 	
              (3)

            	
              A
                description of any additional material or information necessary for
                the
                claimant to perfect the claim and an explanation of why such material
                or
                information is necessary, and 

            


    

    


    
      	 	
              (4)

            	
              An
                explanation of the review procedure specified in Section 9.2, and
                the time
                limits applicable to such procedures, including a statement of the
                claimant’s right to bring a civil action under section 502(a) of the
                Employee Retirement Income Security Act of 1974, as amended, following
                an
                adverse benefit determination on
                review.

            


    

    


    Section
      9.2     The following
      procedures shall apply with respect to the review on appeal of an adverse
      determination on a claim for benefits under the Plan.

    


    (a)     Within
      sixty
      days after the receipt by the claimant of an adverse benefit determination,
      the
      claimant may appeal such denial by filing with the Committee a written request
      for a review of the claim. If such an appeal is filed within the sixty day
      period, the Committee, or a duly appointed representative of the Committee,
      shall conduct a full and fair review of such claim that takes into account
      all
      comments, documents, records and other information submitted by the claimant
      relating to the claim, without regard to whether such information was submitted
      or considered in the initial benefit determination. The claimant shall be
      entitled to submit written comments, documents, records and other information
      relating to the claim for benefits and shall be provided, upon request and
      free
      of charge, reasonable access to, and copies of all documents, records and other
      information relevant to the claimant’s claim for benefits. If the claimant
      requests a hearing on the claim and the Committee concludes such a hearing
      is
      advisable and schedules such a hearing, the claimant shall have the opportunity
      to present the claimant’s case in person or by an authorized representative at
      such hearing. 

    


    (b)     The
      claimant
      shall be notified of the Committee’s benefit determination on review within
      sixty days after receipt of the claimant’s request for review, unless the
      Committee determines that special circumstances require an extension of time
      for
      processing the review. If the Committee determines that such an extension is
      required, written notice of the extension shall be furnished to the claimant
      within the initial sixty-day period. Any such extension shall not exceed a
      period of sixty days from the end of the initial period. The extension notice
      shall indicate the special circumstances requiring the extension and the date
      by
      which the Committee expects to render the benefit determination.

    


    (c)     The
      Committee
      shall provide a claimant with written or electronic notification of the Plan’s
      benefit determination on review. The determination of the Committee shall be
      final and binding on all interested parties. Any adverse benefit determination
      on review shall set forth, in a manner calculated to be understood by the
      claimant:

    


    
      	 	
              (1)

            	
              The
                specific reason(s) for the adverse
                determination;

            


    

    


    
      	 	
              (2)

            	
              Reference
                to the specific provisions of the Plan on which the determination
                was
                based; 

            


    

    


    
      	 	
              (3)

            	
              A
                statement that the claimant is entitled to receive, upon request
                and free
                of charge, reasonable access to, and copies of, all documents, records
                and
                other information relevant to the claimant’s claim for benefits;
                and

            


    

    


    
      	 	
              (4)

            	
              A
                statement of the claimant’s right to bring an action under Section 502(a)
                of ERISA.

            


    

    


    


    ARTICLE
      X

    


    MISCELLANEOUS
      PROVISIONS

    


    10.1     Each
      Participant agrees that as a condition of participation in the Plan, the Company
      may withhold applicable federal, state and local taxes, Social Security taxes
      and Medicare taxes from any deferral and distribution hereunder to the extent
      that such taxes are then payable. 

    


    10.2     In
      the event
      the Committee, in its sole discretion, shall find that a Participant or
      beneficiary is unable to care for his or her affairs because of illness or
      accident, the Committee may direct that any payment due the Participant or
      the
      beneficiary be paid to the duly appointed personal representative of the
      Participant or beneficiary, and any such payment so made shall be a complete
      discharge of the liabilities of the Plan and the Company with respect to such
      Participant or beneficiary.

    


    10.3     The
      Company
      intends to continue the Plan indefinitely but reserves the right, in its sole
      discretion, to modify the Plan from time to time, or to terminate the Plan
      entirely or to direct the permanent discontinuance or temporary suspension
      of
      deferral contributions under the Plan; provided that no such modification,
      termination, discontinuance or suspension shall reduce the benefits accrued
      for
      the benefit of any Participant or beneficiary under the Plan as of the date
      of
      such modification, termination, discontinuance or suspension.

    


    10.4     Nothing
      in
      the Plan shall interfere with or limit in any way the right of AEP to terminate
      any Participant’s employment at any time, or confer upon a Participant any right
      to continue in the employ of AEP.

    


    10.5    
The
      Company
      intends the following with respect to this Plan: (1) Section 451(a) of the
      Code
      would apply to the Participant's recognition of gross income as a result of
      participation herein; (2) the Participants will not recognize gross income
      as a
      result of participation in the Plan unless and until and then only to the extent
      that distributions are received; (3) the Company will not receive a deduction
      for amount credited to any Account unless and until and then only to the extent
      that amounts are actually distributed; (4) the provisions of Parts 2, 3, and
      4
      of Subtitle B of Title I of ERISA shall not be applicable; and (5) the design
      and administration of the Plan are intended to comply with the requirements
      of
      Section 409A of the Code, to the extent such section is effective and applicable
      to amounts deferred hereunder. However, no Eligible Employee, Participant,
      beneficiary or any other person shall have any recourse against the Corporation,
      the Company, the Committee or any of their affiliates, employees, agents,
      successors, assigns or other representatives if any of those conditions are
      determined not to be satisfied.

    


    10.6     The
      Plan
      shall be construed and administered according to the applicable provisions
      of
      ERISA and the laws of the State of Ohio.

    


    


    American
      Electric Power Service Corporation has caused this amendment and restatement
      of
      the American Electric Power System Stock Ownership Requirement Plan to be signed
      as of this 5th day of June, 2006.

     

    


    
      	 	
              AMERICAN
                ELECTRIC POWER SERVICE CORPORATION

            
	 	 
	 	
              By
                /s/
                Genevieve A. Tuchow 

            
	 	
              Genevieve
                A. Tuchow, Vice President, Human Resources


            


    

     

     

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    SCHEDULE
      A

    AEP
      Stock Ownership Requirement Plan

     

    
      
        	
                Option
                  Elected on Last Filed Prior Form

              	
                Option
                  Deemed Elected Under Plan

              
	
                Form

              	
                Commencement
                  Date

              	
                Form

              	
                Commencement
                  Date

              
	
                Lump
                  sum

              	
                Termination
                  (T)

              	
                Lump
                  sum

              	
                First
                  Date Available (FDA)

              
	
                Lump
                  sum

              	
                1
                  year after termination (T+1)

              	
                Lump
                  sum

              	
                Next
                  Date Available (NDA)

              
	
                Lump
                  sum

              	
                T
                  +
                  2 or T + 3

              	
                Lump
                  sum

              	
                NDA

              
	
                Lump
                  sum

              	
                T
                  +
                  4

              	
                Lump
                  sum

              	
                5th
                  anniversary of FDA (FDA + 5)

              
	
                Lump
                  sum

              	
                T
                  +
                  5

              	
                Lump
                  sum

              	
                FDA
                  + 5

              
	
                Two
                  (2) annual installments

              	
                T
                  or T + 1

              	
                Lump
                  sum

              	
                NDA

              
	
                Two
                  (2) annual installments

              	
                T
                  +
                  2 or T + 3 or T + 4

              	
                Five
                  (5) annual installments

              	
                NDA

              
	
                Two
                  (2) annual installments

              	
                T
                  +
                  5

              	
                Lump
                  sum

              	
                FDA
                  + 5

              
	
                Three
                  (3) annual installments

              	
                T

              	
                Five
                  (5) annual installments

              	
                FDA

              
	
                Three
                  (3) annual installments

              	
                T
                  +
                  1 or T + 2 or T + 3

              	
                Five
                  (5) annual installments

              	
                NDA

              
	
                Three
                  (3) annual installments

              	
                T
                  +
                  4 or T + 5

              	
                Five
                  (5) annual installments

              	
                FDA
                  + 5

              
	
                Four
                  (4) annual installments

              	
                T

              	
                Five
                  (5) annual installments

              	
                FDA

              
	
                Four
                  (4) annual installments

              	
                T
                  +
                  1 or T + 2

              	
                Five
                  (5) annual installments

              	
                NDA

              
	
                Four
                  (4) annual installments

              	
                T
                  +
                  3 or T + 4 or T + 5

              	
                Five
                  (5) annual installments

              	
                FDA
                  + 5

              
	
                Five
                  (5) annual installments

              	
                T

              	
                Five
                  (5) annual installments

              	
                FDA

              
	
                Five
                  (5) annual installments

              	
                T
                  +
                  1 or T + 2

              	
                Five
                  (5) annual installments

              	
                NDA

              
	
                Five
                  (5) annual installments

              	
                T
                  +
                  3 or T + 4 or T + 5

              	
                Five
                  (5) annual installments

              	
                FDA
                  + 5

              
	
                Six
                  (6) annual installments

              	
                T

              	
                Five
                  (5) annual installments

              	
                FDA

              
	
                Six
                  (6) annual installments

              	
                T
                  +
                  1 or T + 2

              	
                Five
                  (5) annual installments

              	
                NDA

              
	
                Six
                  (6) annual installments

              	
                T
                  +
                  3 or T + 4 or T + 5

              	
                Five
                  (5) annual installments

              	
                FDA
                  + 5

              
	
                Seven
                  (7) annual installments

              	
                T

              	
                Five
                  (5) annual installments

              	
                FDA

              
	
                Seven
                  (7) annual installments

              	
                T
                  +
                  1 or T + 2

              	
                Five
                  (5) annual installments

              	
                NDA

              
	
                Seven
                  (7) annual installments

              	
                T
                  +
                  3 or T + 4 or T + 5

              	
                Five
                  (5) annual installments

              	
                FDA
                  + 5

              
	
                Eight
                  (8) annual installments

              	
                T

              	
                Five
                  (5) annual installments

              	
                FDA

              
	
                Eight
                  (8) annual installments

              	
                T
                  +
                  1 or T + 2

              	
                Five
                  (5) annual installments

              	
                NDA

              
	
                Eight
                  (8) annual installments

              	
                T
                  +
                  3 or T + 4 or T + 5

              	
                Five
                  (5) annual installments

              	
                FDA
                  + 5

              
	
                Nine
                  (9) annual installments

              	
                T

              	
                Ten
                  (10) annual installments

              	
                FDA

              
	
                Nine
                  (9) annual installments

              	
                T
                  +
                  1 or T + 2 or T + 3

              	
                Ten
                  (10) annual installments

              	
                NDA

              
	
                Nine
                  (9) annual installments

              	
                T
                  +
                  4 or T + 5

              	
                Ten
                  (10) annual installments

              	
                FDA
                  + 5

              
	
                Ten
                  (10) annual installments

              	
                T

              	
                Ten
                  (10) annual installments

              	
                FDA

              
	
                Ten
                  (10) annual installments

              	
                T
                  +
                  1 or T + 2 or T + 3

              	
                Ten
                  (10) annual installments

              	
                NDA

              
	
                Ten
                  (10) annual installments

              	
                T
                  +
                  4 or T + 5

              	
                Ten
                  (10) annual installments

              	
                FDA
                  + 5