AEP Supplemental Retirement Savings Plan, Amended


     

    EXHIBIT
      10(k)(2)

    

      AMERICAN
        ELECTRIC POWER SYSTEM

      SUPPLEMENTAL
        RETIREMENT SAVINGS PLAN

       

      AMENDED
        AND RESTATED AS OF JANUARY 1, 2005

      


      ARTICLE
        I

      


      Purposes
        and Effective Date

      


      1.1
        The
        American Electric Power System Supplemental Retirement Savings Plan is
        established to provide to eligible employees a tax-deferred savings opportunity
        otherwise not available to them under the terms of the American Electric
        Power
        System Retirement Savings Plan because of contribution restrictions imposed
        by
        the Internal Revenue Code.

      


      1.2
        The
        original effective date of the American Electric Power System Supplemental
        Retirement Savings Plan is January 1, 1994. The Plan was most recently amended
        and restated effective January 1, 2005 pursuant to a document that was signed
        on
        June 16, 2005 and then subsequently changed pursuant to an Amendment that
        was
        signed on December 19, 2005. Except as otherwise specified herein, the effective
        date of this Amended and Restated American Electric Power System Supplemental
        Retirement Savings Plan is January 1, 2005. 

      


      ARTICLE
        II

      


      DEFINITIONS

      


      2.1
        “Account” means the separate memo account established and maintained by the
        Company or the recordkeeper employed by the Company to record Contributions
        allocated to a Participant's Account and to record any related Investment
        Income
        on the Fund or Funds selected by the Participant. The portion of the Account
        attributable to Compensation earned and vested prior to January 1, 2005
        (excluding, for this purpose incentive compensation attributable to 2004
        that
        was subject to discretionary adjustment and first available for payment
        subsequent to December 31, 2004) shall be referred to as the Participant’s
“Legacy SRSP Account Balance.” The portion of the Account attributable to
        Compensation other than that described in the immediately preceding sentence
        shall be referred to as the Participant’s “Active SRSP Account
        Balance.”

      


      2.2
        “Applicable Federal Rate” means 120% of the applicable federal long-term rate,
        with monthly compounding (as prescribed under Section 1274(d) of the Code),
        published for the December immediately prior to the Plan Year.

      


      2.3
        “Claims Reviewer” means the person or committee designated by American Electric
        Power Service Corporation (or by a duly authorized person) as responsible
        for
        the review of claims for benefits under the Plan in accordance with Section
        7.1.
        Until changed, the Claims Reviewer shall be the Director - Compensation and
        Executive Benefits. 

      


      2.4
        “Code” means the Internal Revenue Code of 1986, as amended from time to
        time.

      


      2.5
        “Committee” means the committee designated by American Electric Power Service
        Corporation (or by a duly authorized person) as responsible for the
        administration of the Plan. 

      


      2.6
        “Company” means the American Electric Power Service Corporation and its
        subsidiaries and affiliates.

       

      2.7
        “Company Contributions” means the matching contributions made by the Company
        pursuant to section 3.2. 

      


      2.8
        “Compensation” means the sum of a Participant's regular base salary or wage
        including any salary or wage reductions made pursuant to sections 125 and
        402(e)(3) of the Code and contributions to this Plan, overtime pay and incentive
        compensation paid pursuant to the terms of annual incentive compensation
        plans
        up to a Plan Year maximum of two million dollars ($2,000,000), but effective
        only with respect to such sums paid on or after September 1, 2004,1
         provided
        that Compensation shall not include non-annual bonuses (such as but not limited
        to project bonuses and sign-on bonuses), severance pay, relocation payments,
        or
        any other form of additional compensation that is not considered to be part
        of
        base salary, base wage, overtime pay or annual incentive compensation. For
        this
        purpose, safety focus payouts shall be considered paid pursuant to the terms
        of
        an annual incentive plan, although such payouts may be determined and paid
        on a
        quarterly basis. Notwithstanding anything stated in the preceding sentences
        to
        the contrary, Compensation shall be determined  after
        any
        deferral thereof pursuant to the American Electric Power System Stock Ownership
        Requirement Plan, as amended, or pursuant to a pay reduction agreement under
        the
        American Electric Power System Incentive Compensation Deferral Plan, as amended.
        .

      


      2.9
        “Contributions” means, as the context may require, Participant Contributions and
        Company Contributions.

      


      2.10
        “Corporation” means the American Electric Power Company, Inc., a New York
        corporation.

      


      2.11
        “Eligible Employee” means any employee of the Company who is designated by the
        Company as eligible to participate in this Plan, provided that effective
        for
        deferral election periods that begin after June 1, 2005, such employee must
        be
        employed at exempt salary grade 28 or higher. Individuals not directly
        compensated by the Company or who are not treated by the Company as an active
        employee shall not be considered Eligible Employees.

      


      2.12
        “ERISA” means the Employee Retirement Income Security Act of 1974, as amended
        from time to time.

      


      2.13
        “Executive Officer” means Participant who, with respect to AEP, is subject to
        the disclosure requirements set forth in Section 16 of the Securities Exchange
        Act of 1934, as amended.

      


      2.14
        “First Date Available” or “FDA” means (a) with respect to Key Employees, 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 or Former Participant’s Termination;
        and (b) with respect to all other Participants and Former Participants, the
        last
        day of the month coincident with or next following the date that is one (1)
        month after the date of the Participant’s Termination; provided, however, that
        the FDA with respect to an Executive Officer shall be no earlier than the
        December 31 of the calendar year of such Executive Officer’s
        Termination.

      


      2.15
        “Former Participant” means a Participant whose employment has Terminated or a
        Participant who is no longer an Eligible Employee, but whose Account has
        a
        balance greater than zero.

      


      2.16
        “Fund” means, except as the Committee may otherwise specify, the Interest
        Bearing Account and the
        investment options made available to participants in the Savings Plan, as
        revised from time to time. The investment options under the Savings Plan
        were
        revised effective on or about July 5, 2006 in connection with a transition
        of
        the recordkeeping and trustee services from Fidelity Management Trust Company
        to
        affiliates of JP Morgan Chase Bank, NA. The investments made available through
        the self-directed brokerage account option thereupon being offered under
        the
        Savings Plan shall not be available to Participants in this Plan.

      


      2.17
        “Investment Income” means with respect to Participant Contributions and Company
        Contributions the earnings, gains and losses that would be attributable to
        the
        investment of such Contributions in a Fund or Funds. 

      


      2.18
        “Interest Bearing Account” means an investment option to be made available to
        Participants in this Plan in which the Contributions attributed to this option
        are credited with interest at the Applicable Federal Rate.

      


      2.19
“Key
        Employee” means a Participant who, determined as of such time as is consistent
        with guidance provided under Section 409A(a)(2)(B)(i) of the Code, (a) held
        the
        office of Vice President or higher with AEP or one of its subsidiaries or
        affiliates; (b) was employed at exempt salary grade 34 or higher; or (c)
        otherwise was determined by the Committee to be a “specified employee” described
        in Section 409A(a)(2)(B)(i) of the Code.

      


      2.20
        “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.

      


      2.21
        “Participant” means an Eligible Employee who elects to defer part or all of his
        or her Incentive Compensation. Except to the extent otherwise specified in
        this
        Plan, references to a Participant shall be considered to include a Former
        Participant.

      


      2.22
        “Participant Contributions” means contributions made by the Participant pursuant
        to an executed Pay Reduction Agreement subject to the Participant Contribution
        limits contained in Article III.

      


      2.23
“Pay
        Reduction Agreement” means an agreement between the Company and the Participant
        in which the Participant irrevocably elects to reduce his or her Compensation
        for the Plan Year and the Company agrees to treat the amount of the Compensation
        reduction as a Participant Contribution to this Plan.

      


      2.24
        “Plan” means this American Electric Power System Supplemental Retirement Savings
        Plan, as amended from time to time.

      


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

      


      2.26
        “Savings Plan” means the American Electric Power System Retirement Savings Plan,
        a plan intended to be qualified under section 401(a) of the Code, as amended
        from time to time.

      


      2.27
        “Termination” means termination of employment with the Company and its
        subsidiaries and affiliates for any reason; provided, however, that the
        determination as to the circumstances that will be considered a Termination
        shall be made in a manner consistent with the requirements imposed under
        Code
        409A(a)(2) and the regulations issued thereunder.

      


      2.28
        “2005 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
        V,
        provided that any such period shall end no later than December 31,
        2005.

      


      2.29
        “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
        V,
        provided that any such period shall end no later than December 31,
        2006.

      


      ARTICLE
        III

      


      PARTICIPATION

      


      3.1
        An
        Eligible Employee shall become a Participant by timely submitting a Pay
        Reduction Agreement during an applicable deferral election period to defer
        part
        of the Eligible Employee’s Compensation to which such election relates. The Pay
        Reduction Agreement shall be in such form as may reasonably be required by
        the
        Committee and shall be executed at the time and in the manner prescribed
        by the
        Committee. 

      


      3.2
        For
        purposes of Section 3.1, the election period during which Compensation may
        be
        subject to an effective deferral election shall be determined as
        follows:

      


      (a) To
        the
        extent that the Compensation is “performance-based compensation” (within the
        meaning of Section 409A(a)(4)(B)(iii) of the Code) that is based on services
        performed over a period of at least 12 months, the election period shall
        end no
        later than six (6) months before the end of the performance period.

      


      (b) To
        the
        extent that the Compensation is not described in paragraph (a), the election
        period shall end on or before December 31 of the calendar year prior to the
        year
        in which the services on which the Compensation is based are to be performed.
        

      


      (c) Notwithstanding
        (a) and (b), in the case of the first year in which an Eligible Employee
        becomes
        eligible to participate in the Plan, the election period shall end within
        30
        days after the date such Eligible Employee became eligible to participate
        and
        such election shall apply only with respect to services to be performed
        subsequent to the election.

      


      No
        election shall be effective to defer any Compensation that would otherwise
        be
        paid to the Participant before the period for which the Pay Reduction Agreement
        is effective. 

      


      Notwithstanding
        the foregoing, the deferral election period for an Eligible Employee identified
        by the Company as having an inadequate opportunity to enroll in the Plan
        with
        regard to the 2005 calendar year shall be extended into January 2005, provided
        that such election shall be applied only to Compensation that had not been
        paid
        nor become payable at the time the election is submitted.

      


      3.3
        If a
        deferral election is not made by the end of the election period prescribed
        by
        the Company with regard to certain Compensation that may be earned by an
        Eligible Employee, no portion of such Compensation shall be deferred for
        such
        Eligible Employee.

      


      3.4
        Participant Contributions made by a Participant pursuant to an executed Pay
        Reduction Agreement shall be made by payroll deductions from such Compensation
        payable to the Participant to which the Pay Reduction Agreement relates.
        Participant Contributions are to be made in multiples of one (1) whole
        percentage of Compensation, not to exceed 20 percent of Compensation for
        any pay
        date. The maximum Participant Contribution for any pay date shall not exceed
        the
        difference between (a) twenty percent (20%) of the Participant's Compensation
        for the pay date, and (b) the aggregate amount of the Participant's Before-Tax
        and After-Tax contributions to the Savings Plan for the same pay
        date.

      


      3.5
        Subject to the limitation contained in section 3.6, the Company shall credit
        to
        the Plan on behalf of each Participant an amount equal to 75% of the amount
        contributed to the Plan by the Participant, not in excess of 6% of a
        Participant's Compensation as of each pay date.

      


      3.6
        The
        amount of Company Contributions credited to the Plan on behalf of a Participant
        in combination with the contributions made by the Company to the Savings
        Plan on
        behalf of the Participant as of each pay date during a Plan Year, shall,
        in the
        aggregate be equal to the lesser of (a) 75% of the Participant Contributions
        made by the Participant to this Plan and the Savings Plan as of that pay
        date,
        or (b) 4.5% of the Participant's Compensation paid as of that pay date. If
        the
        aggregate contributions exceed the lesser limitation described in the preceding
        sentence, the Company Contributions credited to the Participant's Account
        under
        this Plan shall be reduced until the aggregate Company Contributions made
        under
        both the Savings Plan and this Plan do not exceed the limitation.

      


      3.7
        Participant Contributions and Company Contributions shall be credited to
        the
        Participant’s Account as follows:

      


      (a) Contributions
        related to Compensation that had been earned and vested prior to January
        1, 2005
        have been credited to the Participant’s Legacy SRSP Account Balance. No
        additional Contributions shall be credited to a Legacy SRSP Account
        Balance.

      


      (b) Contributions
        related to Compensation that is earned or vested on or after January 1, 2005
        shall be credited to the Participant’s Active SRSP Account Balance. This shall
        include the Contributions under this Plan relating to incentive compensation
        attributable to 2004 that was subject to discretionary adjustment and first
        available for payment subsequent to December 31, 2004.

      


      3.8 The
        Termination (or any subsequent re-employment) of a Participant after such
        Participant has submitted an election to defer any Compensation shall not
        affect
        the terms of such election with respect to the Compensation to which such
        election relates, subject, however, to the provisions for the distribution
        of
        any such deferred Compensation pursuant to the provisions of Article
        V.

      


      ARTICLE
        IV

      


      INVESTMENT
        OF CONTRIBUTIONS

      


      4.1
        Participant Contributions and Company Contributions (without regard to whether
        such Contributions have been allocated to such Participant’s Legacy SRSP Account
        Balance or Active SRSP Account Balance) shall be credited with earnings as
        if
        invested in the Funds selected by the Participant. To the extent the Participant
        fails to select Funds for the investment of Contributions under the Plan,
        the
        Participant shall be deemed to have selected the Interest Bearing Account.
        The
        Participant may change the selected Funds by providing notification in
        accordance with the Plan’s procedures. Any change in the Funds selected by the
        Participant shall be implemented in accordance with the Plan’s
        procedures.

      


      4.2
        A
        Participant may elect to transfer all or a portion of the amounts credited
        to
        his Account from any Fund or Funds to any other Fund or Funds by providing
        notification in accordance with the Plan’s procedures. Such transfers between
        Funds may be made in any whole percentage or dollar amounts and shall be
        implemented in accordance with the Plan’s procedures.

      


      4.3
        The
        amount credited to each Participant's Account shall be determined daily based
        upon the fair market value of the Fund or Funds to which that Account is
        allocated. The fair market value calculation for a Participant's Account
        shall
        be made after all Contributions, withdrawals, distributions, Investment Income
        and transfers for the day are recorded. A Participant’s Account, as adjusted
        from time to time, shall continue to be credited with Investment Income until
        the balance of the Account is zero and the Committee anticipates no additional
        Contributions from such Participant.

      


      4.4
        The
        Plan is an unfunded non-qualified deferred compensation plan and therefore
        the
        Contributions credited to a Participant's Account and the investment of those
        Contributions 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. In the event that the Company becomes
        insolvent, the Participants shall be considered as general unsecured creditors
        of the Company. The Participant’s rights to benefits under this Plan shall not
        be subject in any manner to anticipation, alienation, sale, transfer,
        assignment, pledge encumbrance, attachment or garnishment by creditors of
        any
        Participant or any beneficiary.

      


      ARTICLE
        V

      


      DISTRIBUTIONS
        

      


      5.1 Upon
        a
        Participant’s termination of employment with the Company and its subsidiaries
        and affiliates for any reason, the Company shall cause the Participant to
        be
        paid the full amount credited to his or her Account in accordance with the
        following rules:

      


      (a) Legacy
        SRSP Account Balance.
        Amounts
        that are credited to the Participant's Legacy SRSP Account Balance:

      


      
        	 	
                (1)

              	
                Shall
                  be distributed to the Participant in one of the following optional
                  forms
                  as selected by the Participant:

              


      

      


      
        	 	
                (A)

              	
                A
                  single lump-sum payment, or 

              


      

      


      
        	 	
                (B)

              	
                In
                  annual installment payments over not less than two nor more than
                  ten
                  years.

              


      

      


      
        	 	
                (2)

              	
                Shall
                  be paid in the form of distribution selected by the Participant
                  pursuant
                  to paragraph (1) shall commence within 60 days after the date elected
                  by
                  the Participant on an effective distribution election form. Such
                  date
                  elected by the Participant shall be either (A) the date of the
                  Participant’s Termination (provided, however, if the Participant was an
                  Executive Officer at the time of his or her Termination, the earliest
                  commencement date (for account valuation purposes) shall be December
                  31 of
                  the year of such Executive Officer’s Termination) or (2) the first,
                  second, third, fourth or fifth anniversary of the Participant’s
                  Termination, as selected by the Participant.


              


      

      


      Each
        Participant shall select the form of distribution [as set forth in paragraph
        (1)] and benefit commencement date [as set forth in paragraph (2)] with regard
        to the amounts that are credited to the Participant's Legacy SRSP Account
        Balance when the Participant first elects to participate in the Plan. The
        Participant may amend his or her distribution election with regard to amounts
        that are credited to the Participant's Legacy SRSP Account Balance at any
        time
        prior to the date that is at least twelve (12) months prior to the Participant's
        Termination by submitting a distribution election form in accordance with
        the
        Plan’s procedures. If the Participant has not submitted an effective
        distribution election with regard to amounts that are credited to the
        Participant's Legacy SRSP Account Balance at the time of his Termination,
        the
        distribution of the amounts that are credited to the Participant's Legacy
        SRSP
        Account Balance shall be in the form of a single lump sum payment made within
        60
        days after the Participant's Termination. Notwithstanding the preceding
        sentence, distribution to a Participant who was an Executive Officer at the
        time
        of his Termination, but who has not submitted an effective distribution election
        with regard to amounts that are credited to the Participant's Legacy SRSP
        Account Balance at the time of his Termination, shall be in the form of a
        single
        lump sum payment within 60 days after the December 31 of the calendar year
        of
        the Participant’s Termination.

      


      (b) Active
        SRSP Account Balance.
        With
        regard to the Participant’s Active SRSP Account Balance the following rules
        shall apply:

      


      
        	 	
                (1)

              	
                Form
                  of Distribution.
                  The Company shall cause the Participant to be paid the full amount
                  credited to his or her Active SRSP Account Balance 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 Active SRSP Account Balance 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), (iii) or (iv), below, as may be
                  applicable:

              


      

      


      
        	 	
                (i)

              	
                Submitted
                  within the applicable election period (as determined in accordance
                  with
                  Section 3.2), but only if the distribution election is submitted
                  in
                  connection with the Participant’s initial deferral election under this
                  Plan; or

              


      

      


      
        	 	
                (ii)

              	
                Submitted
                  during the 2005 Distribution Election Period, but only with regard
                  to the
                  first distribution election form submitted by such Participant
                  during that
                  period; or

              


      

      


      
        	 	
                (iii)

              	
                Submitted
                  during the 2006 Distribution Election Period by a Participant who
                  then has
                  an Active SRSP Account Balance but who was not an Eligible Employee
                  for
                  purposes of a deferral election for 2006 by reason of the change
                  in the
                  definition of Eligible Employee set forth in Section 2.11, but
                  only with
                  regard to the last distribution election form submitted by such
                  Participant during that period; or

              


      

      


      
        	 	
                (iv)

              	
                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
                  Active SRSP Account Balance other than an effective distribution
                  election
                  submitted as part of the 2005 Distribution Election Period or 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)(iv) to change the timing or form of distribution that
                  is then in
                  effect with respect to the Participant’s Active SRSP Account Balance
                  (i.e., the Participant is not submitting an election with his initial
                  deferral election [(B)(i)] nor during the 2005 or 2006 Distribution
                  Election Period [(B)(ii) & (B)(iii)], the newly selected option must
                  result in the further deferral of the first scheduled payment from
                  the
                  Participant’s Active Account balance 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 5.1(b)(1) shall be treated as a single payment as of the
                  first
                  scheduled payment date. The requirement included in the prior plan
                  document that the newly elected option not result in the acceleration
                  of
                  any scheduled payment under the replaced option shall be
                  disregarded.

              


      

      


      
        	 	
                (D)

              	
                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 Active SRSP Account Balance,
                  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)

              	
                If
                  a Participant fails to submit an effective distribution election
                  with
                  regard to his Active SRSP Account Balance that satisfies the requirements
                  of Section 5.1(b)(2)(B)(i) (with his timely initial deferral election)
                  or
                  Section 5.1(b)(2)(B)(ii) (during the 2005 Distribution Election
                  Period) or
                  Section 5.1(b)(2)(B)(iii) (during the 2006 Distribution Election
                  Period),
                  as applicable, by the date of such initial deferral election or
                  the last
                  day of the 2005 or 2006 Distribution Election Period, respectively,
                  as
                  applicable, such Participant shall be considered to have elected
                  a
                  distribution of his or her Active SRSP Account Balance in a single
                  lump
                  sum as of the First Date Available.

              


      

      


      
        	 	
                (4)

              	
                Notwithstanding
                  any other provision of this Plan to the contrary, if a Participant
                  whose
                  Termination occurs on or before June 30, 2005 fails to submit an
                  effective
                  distribution election with regard to his Active SRSP Account Balance
                  that
                  satisfies the requirements of this Section 5.1(b), the deferral
                  election
                  with respect to Contributions credited to such Participant’s Active SRSP
                  Account Balance shall terminated and the entire balance of such
                  Participant’s Active SRSP Account Balance shall be distributed to such
                  Participant in a single lump sum as soon as administratively practicable
                  after the Termination of such
                  Participant.

              


      

      


      5.2 (a) For
        purposes of this Article, the amount to be distributed to a Participant shall
        be
        based upon the value of such individual’s Legacy SRSP Account Balance or Active
        SRSP Account Balance (as applicable) determined as of the applicable
        distribution date (or, if that is not a business day, then as of the immediately
        preceding business day) and shall be paid to such individual as soon as
        administratively practicable thereafter.

      


      (b) Notwithstanding
        any other provision of this Article, 

      


      
        	 	
                (1)

              	
                if
                  the Aggregate Account of a Participant who is not a Key Employee
                  is
                  $10,000 or less on the date of the Participant’s Termination, the full
                  value of the Account shall be distributed as of the First Date
                  Available
                  in a single, lump sum distribution regardless of the form elected
                  by such
                  Participant, provided that all similar arrangements taken into
                  account in
                  determining the Aggregate Account also provide for such a lump
                  sum
                  distribution that is paid on or before the later of (i) December
                  31 of the
                  calendar year in which occurs the Participant’s Termination, or (ii) the
                  15th day of the third month following the Participant’s Termination. For
                  this purpose, the term “Aggregate Account” means the entirety of the
                  Participant’s interest in this Plan as well as all other similar
                  arrangements that would constitute a nonqualified deferred compensation
                  plan for purposes of Code Section 409A and the regulations issued
                  thereunder. Provided, however, 

              


      

      


      
        	 	
                (2)

              	
                payment
                  to a Participant under any provision of this Plan will be delayed
                  at any
                  time that the Committee 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 Committee reasonably anticipates that
                  the
                  making of such payment will not cause such
                  violation.

              


      

      


      5.3
        If an
        annual distribution is selected, the amount to be distributed in any one-year
        shall be determined by dividing the Participant’s Legacy SRSP Account Balance or
        Active SRSP Account Balance (as appropriate) by the number of years remaining
        in
        the elected distribution period. The Participant electing annual distributions
        shall have the right to direct changes in the investment of the Account in
        a
        Fund or Funds in accordance with Article IV until the amount credited to
        the
        Account is reduced to zero.

      


      ARTICLE
        VI

      


      BENEFICIARIES

      


      6.1
        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 none of the beneficiaries named by the Participant 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.

      


      6.2
        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
        VII

      


      CLAIMS
        PROCEDURE

      


      Section
        7.1 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 paragraph
        (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 7.2, 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
        7.2 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 Plan 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
        VIII

      


      ADMINISTRATION

      


      8.1
        The
        Committee shall have full discretionary power and authority (i) to administer
        and interpret the terms and conditions of the Plan; (ii) to establish reasonable
        procedures with which Participants must comply to exercise any right or
        privilege established hereunder; and (iii) to be permitted to delegate its
        responsibilities or duties hereunder to any person or entity. 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. 

      


      8.2
        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.

      


      8.3
        The
        Company shall maintain, or cause to be maintained, records showing the
        individual balances of each Participant's Account. Statements setting forth
        the
        value of the amount credited to the Participant's Account as of a particular
        date shall be made available to each Participant no less often than quarterly.
        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
        IX

      


      AMENDMENT
        OR TERMINATION

      


      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
        Contributions under the Plan. Notwithstanding the foregoing provisions of
        this
        Article, no 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.

      


      ARTICLE
        X

      


      MISCELLANEOUS

      


      10.1
        Nothing in the Plan shall (a) interfere with or limit in any way the right
        of
        the Company to terminate any Participant's employment at any time; nor (b)
        confer upon a Participant any right to continue in the employ of the
        Company.

      


      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
        Each
        Participant agrees that as a condition of participation in the Plan, the
        Company
        may withhold from any distribution hereunder all amounts determined by the
        Company as required by law or otherwise as determined by the Company to be
        then
        due and payable by the Participant or his beneficiary to the
        Company.

      


      10.4
        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, Former 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.

      


      10.5
        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 Supplemental Retirement Savings Plan to
        be
        signed as of this 28th day of December, 2006.

      


      


      


      
        	 	
                AMERICAN
                  ELECTRIC POWER SERVICE CORPORATION

              
	 	 
	 	
                By: /s/
                  Genevieve A. Tuchow

              
	 	
                Genevieve
                  A. Tuchow 

              
	 	
                Vice
                  President, Human Resources

              


      

       

      
        

      

      
        1   Such
          limitation on Compensation is an increase from the $1,000,000 limitation
          that
          had been in effect with respect to such sums paid prior to September 1,
          2004.