NUCLEAR
KEY CONTRIBUTOR


RETENTION
PLAN





(As
Amended and Restated as of January 1, 2008)








ARTICLE
I





Establishment
and Purpose





1.1           The
Company hereby amends and restates the Nuclear Key Contributor Retention Plan
effective as of January 1, 2008.  This Plan was originally established
by the Company effective May 1, 2000.




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




ARTICLE
II




Definitions




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




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




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




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




(d)           “Committee”
means the individuals holding the following offices within the Company; Chief
Executive Officer; Chief Financial Officer; Senior Vice President – Shared
Services; and the head of the Human Resources Department.




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




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




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




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




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




(j)           “Key
Employee” means a Participant who is classified as a “specified employee” at the
time of Termination in accordance with the policies adopted by the Committee in
order to comply with the requirements of Section 409A(a)(2)(B)(i) of the Code
and the guidance issued thereunder.




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




(l)           “Plan”
means this Nuclear Key Contributor Retention Plan.




(m)           “Retirement”
means a Termination of employment after the Participant attains age 55 and has
completed five years of service with the Company.




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




(o)           “Termination”
means termination of employment with the Company and its subsidiaries and
affiliates for any reason; provided that effective with respect to Participants
whose employment terminates on or after January 1, 2005, determinations as to
the circumstances that will be considered a Termination (including a disability
and leave of absence) shall be made in a manner consistent with the written
policies adopted by the Human Resources Committee from time to time to the
extent such policies are consistent with the requirements imposed under Code
409A(a)(2)(A)(i).




ARTICLE
III




Administration




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




3.2           The
Committee may employ agents, attorneys, accountants, or other persons and
allocate or delegate to them powers, rights, and duties all as the Committee may
consider necessary or advisable to properly carry out the administration of the
Plan.




3.3           If
the Committee determines that the occurrence of any merger, reclassification,
consolidation, recapitalization, stock dividend or stock split requires an
adjustment in order to preserve the benefits intended under the Plan, then the
Committee may, in its discretion, make equitable proportionate adjustments in
individual Fund Unit grants.




ARTICLE
IV




Eligibility
and Participation




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




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




ARTICLE
V




Investment
of Credited Amounts




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




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




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




5.4           If
a Participant receives a payment of a portion of the amount credited to the
Participant’s Account in accordance with Article VII, the payment shall be taken
pro-rata from the Funds the Participant’s Account is then invested
in.




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




ARTICLE
VI




Vesting




6.1           Except
as provided in section 6.2, amounts credited to a Participant’s Account shall
vest after a set term as specified in the Award Letter.  A Participant
will forfeit any unvested Fund Units if the participant voluntary resigns before
Retirement or Disability or if the Participant is terminated for
Cause.




6.2           Fund
Units that are not vested in accordance with section 6.1 shall become fully
vested:




(a)           Upon
the Retirement of the Participant,




(b)           Upon
the Participant’s Disability,




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




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




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




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




ARTICLE
VII




Determination
and Payment




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




7.2           So
long as a Participant currently is not participating in a deferred compensation
plan that is considered to be in the same category as this Plan under the plan
aggregation rules of Treasury Regulation Section 1.409A-1(c)(2) or any
subsequent guidance, the Participant, within 30 days of becoming a Participant
in this Plan, may make an election to defer the cash payment of the amounts
credited in the Account as they become vested.  Notwithstanding the
foregoing, effective December 31, 2000, no employee shall be eligible to become
a new Participant in this Plan or make elections under this Plan.  The
vested amounts may be deferred for one or more years.  However, if the
Participant’s deferral period extends beyond the Participant’s Retirement date,
the payment of the deferred amounts must commence no later than one year after
the Participant’s date of Retirement.  Except as otherwise specified
in Section 7.3, upon the expiration of the deferral period, the deferred amounts
shall be paid in a lump sum or over a period of years, not to exceed ten years,
as elected by the Participant.  The deferred amounts shall continue to
be invested in the Fund or Funds as selected by the Participant as provided in
Article V.  The cash payment of the deferred amounts shall be
calculated on the basis of the market value of the Fund or Funds the deferred
amounts are invested in as of the date the deferred amounts are to be paid to
the Participant.




7.3           (a)           If
a Participant’s employment with the Company Terminates before Retirement or
Disability, then notwithstanding any election that the Participant made under
Section 7.2, the Participant’s Account shall be paid as a lump sum within 10
days of the Participant’s Termination.




(b)           Notwithstanding
any election that the Participant made under Section 7.2 or the lump sum payment
required by paragraph (a) of this Section 7.3, if a Participant’s payment under
this Plan is triggered by the Termination of such Participant and if at the time
of Termination such Participant is a Key Employee, the payments to such
Participant shall not be triggered until the earlier of (A) the first day of the
seventh (7th) month
after the Participant’s Termination; or (B) the date of the Participant’s
death.




(c)           Notwithstanding
any other provision of this Plan to the contrary, 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.




ARTICLE
VIII




Death




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




Article
IX




Taxes
and Tax Treatment




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




ARTICLE
X




Amendment
or Termination




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




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




ARTICLE
XI




Change
In Control




11.1           Notwithstanding
any provisions of this Plan to the contrary, if a Change in Control of the
Company occurs, all Fund Unit grants awarded to the Participants and not then
vested shall be deemed to be fully vested as of the date of the Change in
Control.  Payments of the Fund Units shall be made in cash within
three months after the Change in Control.  The cash payment shall be
calculated on the basis of the average of the Fair Market Value of the Fund
Units as of the date of the Change in Control.




11.2           For
purposes of this Article XI; the term “Company” shall mean the American Electric
Power Company, Inc., a New York corporation and it subsidiaries.  All
references to the term Company in other Articles of this Plan shall have the
meaning as provided in Article II (d).




11.3           A
“Change In Control” of the Company shall be deemed to have occurred if and as of
such date that (i) any “person” or “group” (as such terms are used in Section
13(d) and 14(d) of the Securities Exchange Act of 1934 (“Exchange Act”)), other
than any Company owned, directly or indirectly, by the shareholders of the
Company in substantially the same proportions as their ownership of stock of the
Company or a trustee or other fiduciary holding securities under any employee
benefit plan of the Company, becomes “beneficial owner” (as defined in rule
13d-3 under the Exchange Act), directly or indirectly, of more than one-third
(1⁄3) of the then outstanding voting stock of the Company; or (ii) the
consummation of a merger or consolidation of the Company with any other entity,
other than a merger or consolidation which would result in the voting securities
of the Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities of
the surviving entity) at least two-thirds (2⁄3) of the total voting power
represented by the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation; or (iii) the
consummation of the complete liquidation of the Company or the sale or
disposition by the Company (in one transaction or a series of transactions) of
all or substantially all of the Company’s assets.




ARTICLE
XII




Miscellaneous




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




12.2           In
the event the Committee shall find that a Participant is unable to care for his
or her affairs because of illness or accident, the Committee may direct that any
payment due the Participant be paid to the duly appointed legal representative
of the Participant, and any such payment so made shall be a complete discharge
of the liabilities of the Plan.




12.3           The
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 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.




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




12.5           Neither
a Participant nor any other person shall have any right to sell, assign,
transfer, pledge, mortgage or otherwise encumber, transfer, alienate or convey
in advance of actual receipt, the amounts, if any, payable under this
Plan.  Such amounts payable, or any part thereof, and all rights to
such amounts payable are not assignable and are not transferable.  No
part of the amounts payable shall, prior to actual payment, be subject to
seizure, attachment, garnishment or sequestration for the payment of any debts,
judgments, alimony or separate maintenance owed by a Participant or any other
person.  Additionally, no part of any amounts payable shall, prior to
actual payment, be transferable by operation of law in the event of a
Participant’s or any other person’s bankruptcy or insolvency or be transferable
to a spouse as a result of a property settlement or otherwise, except that if
necessary to comply with a “qualified domestic relations order,” as defined in
ERISA Section 206(d), pursuant to which a court has determined that a spouse or
former spouse of a Participant has an interest in the Participant’s benefits
under the Plan, the Committee shall distribute the spouse’s or former spouse’s
interest in the Participant’s benefits under the Plan to such spouse or former
spouse in accordance with the Participant’s election under this Plan as to the
time and form of payment.









American
Electric Power Service Corporation has caused this amendment and restatement of
the Nuclear Key Contributor Retention Plan to be signed as of this 31st day of
December, 2008.





AMERICAN
      ELECTRIC POWER SERVICE CORPORATIONBy: /s/ Genevieve A.
      Tuchow


Genevieve
      A. Tuchow, Vice President, Human
Resources