Stock Ownership Retirement Plan, Amended and Restated


    EXHIBIT
      10(m)(4)

     

    

      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 June 5, 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, Executive
        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 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.

      


      2.29
        “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 a 2006 Distribution Election Period that is applicable to
                  the
                  Participant, but only with regard to the distribution election
                  form last
                  submitted by such Participant before the expiration of 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 applicable 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 expiration of the 2006
                  Distribution Election Period last applicable to the Participant,
                  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 after the expiration of the last
                  applicable 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 an applicable 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 28th day of December, 2006.

       

      


      
        	 	
                AMERICAN
                  ELECTRIC POWER SERVICE CORPORATION

              
	 	 
	 	
                By: /s/
                  Genevieve A. Tuchow

              
	 	
                Genevieve
                  A. Tuchow, 

              
	 	
                Vice
                  President, Human Resources