Unassociated Document


EXHIBIT 10(a)

AMERICAN
ELECTRIC POWER COMPANY, INC.

RESTRICTED
STOCK UNIT AGREEMENT

____________________________





Date
Restricted Stock Unit Award

Pursuant
to the 

American
Electric Power System 

2000
Long-Term Incentive Plan








	
      Name:
	 _______________________________
	 	 
	
      Grant
      Date:
	 _______________________________
	 	 
	
      Number
      of Stock Units:
	 _______________________________



 

 


	
      Vesting
      Dates:
	 	Restricted

      Stock
      Units
	 	Vesting

      Date

	
      (Subject
      to accelerated vesting in the case of Retirement, or Death pursuant to
      Section 5 or Change in Control pursuant to Section 6)
	 	#

      #

      #
	 	Date
      1

      Date
      2

      Date
      3










THIS
RESTRICTED STOCK UNIT AGREEMENT (this "Agreement") is made as of the Grant Date
specified above, by and between American Electric Power Company, Inc., a New
York Corporation ("AEP"), and You as named above, and is entered into pursuant
to the American Electric Power System 2000 Long-Term Incentive Plan, as in
effect and as amended from time to time (the "Plan").




RECITALS:




A.  You are
regarded as a key employee of a Subsidiary.




B.  AEP
wishes to enter into this Agreement to secure for AEP the benefits of the
incentive inherent in equity ownership by a key employee who is responsible
for AEP's continued financial success, and to afford You the opportunity to
obtain or increase a proprietary interest in AEP and, thereby, to have an
opportunity to share in its success.




C.  The
Committee has determined that it would be to the advantage and in the best
interests of AEP to award the restricted stock units provided for herein to You
as an inducement to commence service with, or remain in the service of, a
Subsidiary and as an incentive for increased effort during such
service.




NOW,
THEREFORE, in consideration of the premises and subject to the terms and
conditions set forth herein and in the Plan, the parties hereto hereby mutually
covenant and agree as follows:




1. Definitions.  
In addition to the terms defined elsewhere in this Agreement, the following
shall be defined terms when used in this Agreement:

 

     "Change
in Control Price Per Share" means
the higher of (i) the highest Fair Market Value of a share of Common Stock
during the ninety (90) day period prior to and including the date of a Change in
Control or (ii) if the Change in Control is the result of a tender or exchange
offer for, merger of, or sale or disposition of all or substantially all of the
assets of, AEP, the highest price per share of Common Stock paid thereby. To the
extent that all or a portion of the consideration paid in any such transaction
described above consists of securities or other non-cash consideration, the
value of such securities or other non-cash consideration shall be determined in
the sole discretion of the Committee.

 

      
"Retirement" means
termination of employment with all Subsidiaries after attaining age 55 and
having completed at least five (5) years of service.




2, Incorporation
By Reference; Plan Document Receipt.  
This Agreement is subject in all respects to the terms and provisions of the
Plan, all of which terms and provisions are made a part of and incorporated in
this Agreement (as if they were expressly set forth herein). In the event of any
conflict between the terms of this Agreement and the terms of the Plan, the
terms of the Plan shall control. Any capitalized term not defined in this
Agreement shall have the same meaning as is ascribed thereto under the Plan. You
hereby acknowledge receipt of a true copy of the Plan and that you have read and
fully understand its contents.




3. Award
of Restricted Stock Units and Vesting.  
AEP hereby awards to You the aggregate number of Restricted Stock Units
specified above ("Restricted Stock Units") each of which, if and when it vests,
will convert to a single share of AEP's Common Stock, $6.50 par value. Unless
otherwise provided in this Agreement or in the Plan, the Restricted Stock Units
shall convert to AEP Common stock on the Vesting Dates specified above. Prior to
such conversion, Restricted Stock Units shall have no voting
rights.




4. Restricted
Stock Units Nontransferable.  
These Restricted Stock Units shall not be sold, exchanged, pledged, transferred,
assigned, or otherwise encumbered, hypothecated or disposed of by You (or any
beneficiary) other than by testamentary disposition by You or by the laws of
descent and distribution.




5. Exercise
in the Event of Termination of Employment.




5.1. Retirement.  
If You cease to be an employee of all Subsidiaries due to Retirement at any time
after one (1) year from the Grant Date, the restrictions on your Restricted
Stock Units shall be removed on such retirement date.




5.2. Death.  
If You die, Your estate or beneficiaries (as the case may be) shall receive
these Restricted Stock Units, to the extent You have not previously forfeited
them, and the Restricted Stock Units shall be converted to AEP common stock 60
days from the date of your death. 




5.3. Other
Terminations.  
If You
cease to be an employee of all Subsidiaries for any reason, except as otherwise
provided in this Section 5, any Unvested Restricted Stock Units shall be
forfeited on the date of such termination of employment and You shall forfeit
any rights or interests in or with respect to these Restricted Stock Units,
unless the Committee, in its sole discretion, finds that the circumstances in
the particular case so warrant and determines that any or all such Restricted
Stock Units shall be vested and converted to AEP Common Stock.




6.
Change
In Control.  
If a Change in Control occurs:




6.1. Acceleration
of Restricted Stock Unit Vesting.  
Restricted Stock Units, if not vested but outstanding, shall be converted into
AEP Common Stock as of the date of the Change in Control, and




6.2. Change
in Control Cash-Out Right.  
During the ninety (90) day period from and after a Change in Control You shall
have the right to exchange AEP Common Stock converted from Restricted Stock
Units as the result of a Change In Control for cash in an amount equal to the
Change in Control Price Per Share multiplied by the Number of AEP Common Shares
as to which the right granted under this Section 6.2 shall have been exercised
by giving notice to AEP within such ninety (90) day period. Such Cash payment
shall be made within thirty (30) days of such notice and the surrender of these
AEP Common Shares to AEP. 




7. Restricted
Stock Unit Vesting.




7.1 Vested
Stock Units.  
Upon vesting of your Restricted Stock Units each Restricted Stock Unit shall be
converted into a single share of common stock of AEP. Shares of common stock may
remain subject to regulatory restrictions such as insider trading restrictions
and black-out periods. 




7.2 Vested
Share Sale and Transfer.  
You may sell or transfer any AEP common stock resulting from the conversion of
any Restricted Stock Units by delivery to AEP’s designated broker/dealer for
stock plan transactions (the “Broker/Dealer”) on any business day a notice, in
such manner and form as may be required by the designated broker/dealer,
specifying the number of AEP Common Shares You desire to sell or transfer (a
“Notice”). Shares of AEP Common Stock may remain subject to regulatory
restrictions such as insider trading restrictions and black-out
periods.




7.3 Tax
Withholding.  
The full amount of any and all applicable income tax and employment tax amounts
required to be withheld in connection with the vesting and conversion of
Restricted Stock Units to AEP Common Stock, or an election to accelerate the
taxability of Restricted Stock Units pursuant to section 83b of the IRS code,
shall be payable to AEP immediately upon such vesting or election to the extent
they become taxable. AEP will accept payment of all taxes withholding
obligations only from the Broker/Dealer. The Broker/Dealer is authorized to
withdraw the amount of such tax withholding from the stock plan account held by
them for You. To the extent that your stock plan account contains insufficient
cash to satisfy the amount of such insufficiency the Broker/Dealer is authorized
to obtain the additional funds needed through the sale of Vested Stock Units.
You may also sell or liquidate other unrestricted and vested assets in your
stock plan account to satisfy this obligation by delivery to the broker/dealer
on any business day a Notice specifying the other assets You desire to sell (the
"Notice"). Shares of common stock may remain subject to regulatory restrictions
such as insider trading restrictions and black-out periods.




7.4. Certificate
Delivery.  
Within a reasonable period of time after the Vesting Date, the Broker/Dealer
shall deliver to You certificates or a book-entry statement, as directed by You,
for the number of AEP Common Shares acquired on such vesting date.




8. Termination.  
These Restricted Stock Units shall terminate and be of no force or effect in
accordance with the terms and provisions of Section 5.




9. Notice.  
Any Notice or other notice which may be required or permitted under this
Agreement shall be in writing, and shall be delivered in person or via fax
transmission, overnight courier service or certified mail, postage prepaid,
properly addressed as follows:




9.1. Notice
to AEP.  
If such notice is to AEP, to the attention of the Executive Compensation
Department, American Electric Power, 1 Riverside Plaza, Columbus, OH 43215, or
at such other address as AEP, by notice to You, may designate in writing from
time to time.




9.2  Notice
to You.  
If such
notice is to You, at the address as shown on the records of AEP or at such other
address as You, by notice to AEP, may designate in writing from time to
time.




IN
WITNESS WHEREOF, AEP has caused this Agreement to be executed by its duly
authorized officer, and You have hereunto set Your hand, all as of the Grant
Date specified above.




AMERICAN
ELECTRIC POWER COMPANY, INC.













By: /s/
Michael G. Morris

 

Michael
G. Morris 

Chairman,
President and Chief Executive Officer













__________________________

(Name)