ex10changeincontrolagreement.htm


    AMERICAN
ELECTRIC POWER SERVICE CORPORATION

    


    CHANGE IN
CONTROL AGREEMENT

    


    As
Revised Effective November 1, 2009

    


    Whereas, American Electric Power
Service Corporation, a New York corporation, including any of its subsidiary
companies, divisions, organizations, or affiliated entities (collectively
referred to as “AEPSC”) considers it essential to its best interests and the
best interests of the shareholders of the American Electric Power Company, Inc.,
a New York corporation, (hereinafter referred to as “Corporation”) to foster the
continued employment of key management personnel; and

    


    Whereas, the uncertainty attendant to a
Change In Control of the Corporation may result in the departure or distraction
of management personnel to the detriment of AEPSC and the shareholders of the
Corporation; and

    


    Whereas, the Board of the Corporation
has determined that steps should be taken to reinforce and encourage the
continued attention and dedication of members of AEPSC’s management to their
assigned duties in the event of a Change In Control of the Corporation;
and

    


    Whereas, AEPSC therefore previously
established the American Electric Power Service Corporation Change In Control
Agreement (the “Agreement”), the current version of which is set forth in a
document dated effective January 1, 2008; and

    


    Whereas,
the Human Resources Committee of the Board of the Corporation has decided to
change the payments that should be provided to employees who are named as
participating Executives (as defined in Article I(l) of the Agreement) on or
after October 1, 2009;

    


    Now,
Therefore, AEPSC hereby amends the Agreement in its entirety.

    


    


    ARTICLE
I

    DEFINITIONS

    


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

    


    (a)  “Anniversary Date” means
January 1 of each Calendar Year.

    


    (b)  “Annual Compensation”
means the sum of the Executive’s Annual Salary and the Executive’s Target Annual
Incentive.

    


    (c)  “Annual Salary” means
the Executive’s regular annual base salary immediately prior to the Executive’s
termination of employment, including compensation converted to other benefits
under a flexible pay arrangement maintained by AEPSC or deferred pursuant to a
written plan or agreement with AEPSC, but excluding sign-on bonuses, allowances
and compensation paid or payable under any of AEPSC’s long-term or short-term
incentive plans or any similar payments, and any salary lump sum amount paid in
lieu of or in addition to a base wage or salary increase.

    


    (d)  “Board”
means the Board of Directors of American Electric Power Company,
Inc.

    


    (e)  “Calendar
Year” means the twelve (12) month period commencing each January 1 and ending
each December 31.

    


    (f)  “Cause” shall
mean

    


    (i) the
willful and continued failure of the Executive to perform substantially the
Executive’s duties with AEPSC (other than any such failure as reasonably and
consistently determined by the Board to have resulted from incapacity due to
physical or mental illness), after a written demand for substantial performance
is delivered to the Executive by the Board or an elected officer of AEPSC which
specifically identifies the manner in which the Board or the elected officer
believes that the Executive has not substantially performed the Executive’s
duties, or

    


    (ii) the
willful conduct or omission by the Executive, which the Board determines to be
illegal or gross misconduct that is demonstrably injurious to AEPSC or the
Corporation; or a breach of the Executive’s fiduciary duty to AEPSC or the
Corporation, as determined by the Board.

    


    For purposes of this provision, no act
or failure to act, on the part of the Executive, shall be considered “willful”
unless it is done, or omitted to be done, by the Executive in bad faith or
without reasonable belief that the Executive’s action or omission was in the
best interests of AEPSC or the Corporation.  Any act, or failure to
act, based upon authority given pursuant to a resolution duly adopted by the
Board or upon the advice of counsel for AEPSC or the Corporation, shall be
conclusively presumed to be done, or omitted to be done, by the Executive in
good faith and in the best interests of AEPSC or the Corporation

    


    (g)  “Change In Control” of
the Corporation 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 AEPSC, any
company owned, directly or indirectly, by the shareholders of the Corporation in
substantially the same proportions as their ownership of stock of the
Corporation or a trustee or other fiduciary holding securities under an employee
benefit plan of the Corporation, becomes the “beneficial owner” (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of more than one
third of the then outstanding voting stock of the Corporation; or (ii) the
consummation of a merger or consolidation of the Corporation with any other
entity, other than a merger or consolidation which would result in the voting
securities of the Corporation 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 of the total voting
power represented by the voting securities of the Corporation or such surviving
entity outstanding immediately after such merger or consolidation; or (iii) the
consummation of the complete liquidation of the Corporation or the sale or
disposition by the Corporation (in one transaction or a series of transactions)
of all or substantially all of the Corporation’s assets.

    


    (h)  “CIC
Multiple” means a factor of (i) two and ninety-nine one-hundredths (2.99) with
respect to the Chief Executive Officer of American Electric Power Service
Corporation and such other Executives who are nominated for such factor by the
Chief Executive Officer of American Electric Power Service Corporation and
approved by the Human Resources Committee of the Board of the Corporation; or
(ii) two (2.00) with respect to all other Executives.

    


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

    


    (j)  “Commencement Date”
means January 1, 2008, which shall be the beginning date of the term of this
Agreement.

    


    (k)  “Disability” means the
Executive’s total and permanent disability as defined in AEPSC’s long-term
disability plan covering the Executive immediately prior to the Change In
Control.

    


    (l)  “Executive” means an
employee of AEPSC or the Corporation who is designated by AEPSC and approved by
the Human Resources Committee of the Board of the Corporation as an employee
entitled to benefits, if any, under the terms of this
Agreement.  References in this agreement to the Executive shall be
construed to include a Grandfathered Executive.

    


    (m)  “Good Reason”
means

    


    (1) an
adverse change in the Executive’s status, duties or responsibilities as an
executive of AEPSC as in effect immediately prior to the Change In
Control;

    


    (2)
failure of AEPSC to pay or provide the Executive in a timely fashion the salary
or benefits to which the Executive is entitled under any employment agreement
between AEPSC and the Executive in effect on the date of the Change In Control,
or under any benefit plans or policies in which the Executive was participating
at the time of the Change In Control;

    


    (3) the
reduction of the Executive’s base salary as in effect on the date of the Change
In Control;

    


    (4) the
taking of any action by AEPSC (including the elimination of a plan without
providing substitutes therefor, the reduction of the Executive’s awards
thereunder or failure to continue the Executive’s participation therein) that
would substantially diminish the aggregate projected value of the Executive’s
awards or benefits under AEPSC’s benefit plans or policies in which the
Executive was participating at the time of the Change In Control; provided,
however, that the diminishment of such awards or benefits that apply to other
groups of employees of AEPSC in addition to Executives covered by this or a
similar agreement shall be disregarded;

    


    (5) a
failure by AEPSC or the Corporation to obtain from any successor the assent to
this Agreement contemplated by Article IV hereof; or

    


    (6) the
relocation, without the Executive’s prior approval, of the office at which the
Executive is to perform services on behalf of AEPSC to a location more than
fifty (50) miles from its location immediately prior to the Change In
Control.

    


    Any circumstance described in this
Article I(m) shall constitute Good Reason even if such circumstance would not
constitute a breach by AEPSC of the terms of an employment agreement between
AEPSC and the Executive in effect on the date of the Change In
Control.  However, such circumstance shall not constitute Good Reason
unless (i) within ninety (90) days of the initial existence of such
circumstance, the Executive shall have given AEPSC written notice of such
circumstance, and (ii) AEPSC shall have failed to remedy such circumstance
within thirty (30) days after its receipt of such notice.  Such
written notice to be provided by the Executive to AEPSC shall specify (A) the
effective date for the Executive’s proposed termination of employment (provided
that such effective date may not precede the expiration of the period for
AEPSC’s opportunity to remedy), (B) reasonable detail of the facts and
circumstances claimed to provide the basis for termination, and (C) the
Executive’s belief that such facts and circumstance would constitute Good Reason
for purposes of this Agreement.  The Executive’s continued employment
shall not constitute consent to, or a waiver of rights with respect to, any
circumstances constituting Good Reason hereunder.

    


    (n)  “Grandfathered
Executive” means an individual who became an Executive [as defined in Article
I(l)] prior to October 1, 2009, and who continuously has remained such an
Executive until becoming entitled to benefits set forth in this
Agreement.

    


    (o)  “Qualifying
Termination” shall mean following a Change In Control and during the term of
this Agreement the Executive’s employment is terminated for any reason excluding
(i) the Executive’s death, (ii) the Executive’s Disability, (iii) the exhaustion
of the Executive’s benefits under the terms of an applicable AEPSC sick pay plan
or long-term disability plan (other than by reason of the amendment or
termination of such a plan), (iv) the Executive’s Retirement, (v) by AEPSC for
Cause or (vi) by the Executive without Good Reason.  In addition, a
Qualifying Termination shall be deemed to have occurred if, prior to a Change In
Control, the Executive’s employment was terminated during the term of this
Agreement (A) by AEPSC without Cause, or (B) by the Executive based on events or
circumstances that would constitute Good Reason if a Change in Control had
occurred, in either case, (x) at the request of a person who has entered into an
agreement with AEPSC or the Corporation, the consummation of which would
constitute a Change In Control or (y) otherwise in connection with, as a result
of or in anticipation of a Change In Control.  The mere act of
approving a Change In Control agreement shall not in and of itself be deemed to
constitute an event or circumstance in anticipation of a Change In Control for
purposes of this Article I(n).

    


    (p)  “Retirement” shall mean
an Executive’s voluntary termination of employment after attainment of age 55
with five or more years of service with AEPSC without Good Reason.

    


    (q)  “Target Annual
Incentive” shall mean the award that the Executive would have received under the
Senior Officer Annual Incentive Compensation Plan or such other annual incentive
compensation plan applicable to such Executive for the year in which the
Executive’s termination occurs, if one hundred percent (100%) of the annual
target award has been earned.  Executives not participating in an
annual incentive compensation plan that has predefined target levels will be
treated as though they were participants in an annual incentive plan with such
targets and will be assigned the same annual target percent as their
participating peers in a comparable salary grade.

    


    


    ARTICLE
II

    TERM OF
AGREEMENT

    


    2.1           The
initial term of this Agreement shall be for the period beginning on the
Commencement Date and ending on the December 31 immediately following the
Commencement Date.  The term of this Agreement shall automatically be
extended for an additional Calendar Year on the first Anniversary Date
immediately following the initial term of this Agreement without further action
by AEPSC, and shall be automatically extended for an additional Calendar Year on
each succeeding Anniversary Date, unless AEPSC shall have served notice upon the
Executive at least thirty (30) days prior to such Anniversary Date of AEPSC’s
intention that this Agreement shall not be extended, provided, however, that if
a Change In Control of the Corporation shall occur during the term of this
Agreement, this Agreement shall terminate two years after the date the Change In
Control is completed.

    


    2.2           If
an employee is designated as an Executive after the Commencement Date or after
an Anniversary Date, the initial term of this Agreement shall be for the period
beginning on the date the employee is designated as an Executive and ending on
the December 31 immediately following.

    


    2.3           Notwithstanding
Section 2.1, the term of this Agreement shall end upon any termination of the
Executive’s employment that is other than a Qualifying Termination in connection
with a Change In Control of the Corporation.  For example, this
Agreement shall terminate if the Executive’s position is eliminated and the
Executive’s employment is terminated, other than in connection with a Change In
Control of the Corporation, (i) due to a downsizing, consolidation or
restructuring of AEPSC or of any other subsidiary of the Corporation or
(ii) due to the sale, disposition or divestiture of all or a portion of AEPSC or
of any other subsidiary of the Corporation.

    


    


    ARTICLE
III

    COMPENSATION
UPON A QUALIFYING TERMINATION IN CONNECTION WITH A CHANGE IN
CONTROL

    


    3.1           Except
as otherwise provided in Section 3.3, upon a Qualifying Termination, the
Executive shall be under no further obligation to perform services for AEPSC and
shall be entitled to receive the following payments and benefits:

    


    
      	
               
      

            	
              (a)

            	
              As
      soon as practicable following the Executive’s date of termination, AEPSC
      shall make a lump sum cash payment to the Executive in an amount equal to
      the sum of (1) the Executive’s Annual Salary through the date of
      termination to the extent not theretofore paid, (2) the product of (x) the
      current plan year’s Target Annual Incentive and (y) a fraction, the
      numerator of which is the number of days in such calendar year through the
      date of termination, and the denominator of which is 365, except that
      annual incentive plans which do not have predetermined annual target
      awards for participants shall have their pro-rated incentive compensation
      award for the current plan year paid as soon as practicable, and (3) any
      accrued vacation pay that otherwise would be available upon the
      Executive’s termination of employment with AEPSC, in each case to the
      extent not theretofore paid and in full satisfaction of the rights of the
      Executive thereto; provided, however, in the case of a Qualifying
      Termination in the circumstances specified in Article I(o)(B), payment of
      the amount described in subsection (2) of this Section 3.1(a) shall not be
      made until immediately after the Change in Control event or circumstance;
      and

            


    

    


    
      	
               
      

            	
              (b)

            	
              Within
      sixty (60) days of the Executive’s return of the signed release form,
      AEPSC shall make a lump sum cash payment to the Executive in an amount
      equal to the CIC Multiple times the Executive’s Annual Compensation. If
      the Qualifying Termination is specified in Article I(o) (A) or (B), no
      such lump sum payment shall be made unless and until the Change in Control
      related to the Qualifying Termination shall have
  occurred.

            


    

    


    3.2           The
Executive shall be entitled to such outplacement services and other non-cash
severance or separation benefits as may then be available under the terms of a
plan or agreement to groups of employees of AEPSC in addition to Executives who
are covered under the terms of this or a similar agreement.  See also
section 3.3(b).  To the extent any benefits described in this Article
III, Section 3.2 cannot be provided pursuant to the appropriate plan or program
maintained by AEPSC, AEPSC shall provide such benefits outside such plan or
program at no additional cost to the Executive.

    


    3.3           Notwithstanding
the foregoing;

    


    
      	
               
      

            	
              (a)

            	
              The
      severance payments and benefits provided under Sections 3.1(b), 3.2 and,
      if applicable, 3.4 hereof shall be conditioned upon the Executive
      executing a release at the time the Executive’s employment is terminated,
      in the form established by the Corporation or by AEPSC, releasing the
      Corporation, AEPSC and their shareholders, partners, officers, directors,
      employees and agents from any and all claims and from any and all causes
      of action of kind or character, including but not limited to all claims or
      causes of action arising out of Executive’s employment with the
      Corporation or AEPSC or the termination of such
  employment.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      severance payments and benefits provided under Sections 3.1, 3.2 and, if
      applicable, 3.4 hereof shall be subject to, and conditioned upon, the
      waiver of any other cash severance payment or other benefits provided by
      AEPSC pursuant to any other severance agreement between AEPSC and the
      Executive.  No amount shall be payable under this Agreement to,
      or on behalf of the Executive, if the Executive elects benefits under any
      other cash severance plan or program, or any other special pay arrangement
      with respect to the termination of the Executive’s
    employment.

            


    

    


    
      	
               
      

            	
              (c)

            	
              The
      Executive agrees that at all times following termination, the Executive
      will not, without the prior written consent of AEPSC or the Corporation,
      disclose to any person, firm or corporation any “confidential
      information,” of AEPSC or the Corporation which is now known to the
      Executive or which hereafter may become known to the Executive as a result
      of the Executive’s employment or association with AEPSC or the
      Corporation, unless such disclosure is required under the terms of a valid
      and effective subpoena or order issued by a court or governmental body;
      provided, however, that the foregoing shall not apply to confidential
      information which becomes publicly disseminated by means other than a
      breach of this provision.  It is recognized that damages in the
      event of breach of this Section 3.3(c) by the Executive would be
      difficult, if not impossible, to ascertain, and it is therefore agreed
      that AEPSC and the Corporation, in addition to and without limiting any
      other remedy or right that AEPSC or the Corporation may have, shall have
      the right to an injunction or other equitable relief in any court of
      competent jurisdiction, enjoining any such breach, and the Executive
      hereby waives any and all defenses the Executive may have on the ground of
      lack of jurisdiction or competence of the court to grant such an
      injunction or other equitable relief.  The existence of this
      right shall not preclude AEPSC or the Corporation from pursuing any other
      rights or remedies at law or in equity which AEPSC or the Corporation may
      have.

            


    

    


    
      	
               
      

            	
              “Confidential
      information” shall mean any confidential, propriety and or trade secret
      information, including, but not limited to, concepts, ideas, information
      and materials relating to AEPSC or the Corporation, client records, client
      lists, economic and financial analysis, financial data, customer
      contracts, marketing plans, notes, memoranda, lists, books,
      correspondence, manuals, reports or research, whether developed by AEPSC
      or the Corporation or developed by the Executive acting alone or jointly
      with AEPSC or the Corporation while the Executive was employed by
      AEPSC.

            


    

    


    3.4           Notwithstanding
anything to the contrary in this Agreement, but subject to the requirements of
Section 3.3, in the event that any payment or distribution by AEPSC to or for
the benefit of any Grandfathered Executive, whether paid or payable or
distributed or distributable pursuant to the terms of this Agreement or
otherwise (a "Payment"), would be subject to the excise tax imposed by Section
4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (or any
successor provision thereto) by reason of being “contingent on a change in
ownership or control” of the Corporation, within the meaning of Section 280G of
the Code (or any successor provision thereto) or any interest or penalties with
respect to such excise tax other than any such amount as may become payable by
the Grandfathered Executive by reason of Code Section 409A (such excise tax,
together with any such interest or penalties, are hereinafter collectively
referred to as the "Excise Tax"), and the aggregate total of such Payments (the
“Total Payments”) is determined to be an “excess parachute payment” pursuant to
Code Section 280G with the effect that the Grandfathered Executive is liable for
the payment of the Excise Tax.

    


    
      	
               
      

            	
              (a)

            	
              If
      the Total Payments do not exceed 105% of the amount as would trigger the
      Grandfathered Executive having any “parachute payment” as described in
      Code Section 280G(b)(2), then, after taking into account any reduction in
      the Total Payments provided by reason of Code Section 280G in such other
      plans, arrangements or agreements, the cash payments provided in Section
      3.2 of this Agreement shall first be reduced, and the noncash payments and
      benefits shall thereafter be reduced, to the extent necessary so that no
      portion of the Total Payments is subject to the Excise Tax; provided,
      however, that the Grandfathered Executive may elect (at any time prior to
      the payment of any Total Payment under this Agreement) to have the noncash
      payments and benefits reduced (or eliminated) prior to any reduction of
      the cash payments under this
Agreement.

            


    

    


    
      	
               
      

            	
              (b)

            	
              If
      the Total Payments exceed 105% of the amount as would trigger the
      Grandfathered Executive having any “parachute payment” as described in
      Code Section 280G(b)(2), then, AEPSC shall pay to the Grandfathered
      Executive an additional payment (a "Gross-up Payment") in an amount such
      that after payment by the Grandfathered Executive of all taxes (including
      any interest or penalties imposed with respect to such taxes, but
      excluding any such taxes, interest or penalties as may be imposed on the
      Grandfathered Executive pursuant to Code Section 409A), including any
      Excise Tax imposed on any Gross-up Payment, the Grandfathered Executive
      retains an amount of the Gross-up Payment equal to the Excise Tax imposed
      upon the Payments.

            


    

    


    
      	
               
      

            	
              (c)

            	
              All
      determinations required to be made under this Section 3.4, including the
      assumptions to be utilized in arriving at such determinations and whether
      an Excise Tax is payable by the Grandfathered Executive and the amount of
      such Excise Tax, shall be made by a nationally recognized tax preparation,
      financial counseling or public accounting firm (the “Tax Firm”) that is
      experienced in 280G calculations and that is selected by AEPSC prior to
      the Change in Control.  The Tax Firm shall be directed by AEPSC
      to submit its preliminary determination and detailed supporting
      calculations to both AEPSC and the Grandfathered Executive within 15
      calendar days after the date of the Grandfathered Executive’s termination
      of employment, if applicable, and any other such time or times as may be
      requested by AEPSC or the Grandfathered Executive.  If the Tax
      Firm determines that Excise Tax would be payable by the Grandfathered
      Executive if not for the applicability of Section 3.4(a), AEPSC shall
      reduce the payments as described in said Section 3.4(a) in a manner
      consistent with determinations made by the Tax Firm.  If the Tax
      Firm determines that a Gross-up Payment to the Grandfathered Executive is
      triggered pursuant to Section 3.4(b), AEPSC shall make the Gross-Up
      Payment attributable thereto.  If the Tax Firm determines that
      no Excise Tax is payable by the Grandfathered Executive, it shall, at the
      same time as it makes such determination, furnish the Grandfathered
      Executive with an opinion that she has substantial authority not to report
      any Excise Tax on her federal, state, local income or other tax
      return.  All fees and expenses of the Tax Firm shall be paid by
      AEPSC in connection with the calculations required by this
      section.

            


    

    


    
      	
               
      

            	
              (d)

            	
              The
      federal, state and local income or other tax returns filed by the
      Grandfathered Executive (or any filing made by a consolidated tax group,
      which includes AEPSC) shall be prepared and filed on a consistent basis
      with the determination of the Tax Firm with respect to the Excise Tax
      payable by the Grandfathered Executive.  The Grandfathered
      Executive shall make proper payment of the amount of any Excise Tax, and
      at the request of AEPSC, provide to AEPSC true and correct copies (with
      any amendments) of her federal income tax return as filed with the
      Internal Revenue and such other documents reasonably requested by AEPSC,
      evidencing such payment.

            


    

    


    
      	
               
      

            	
              (e)

            	
              The
      Grandfathered Executive shall notify AEPSC immediately in writing of any
      claim by the Internal Revenue Service that, if successful, would require
      AEPSC to make a Gross-up Payment (or a Gross-up Payment in excess of that,
      if any, initially determined under Section 3.4(b)) within five days of the
      receipt of such claim.  AEPSC shall notify the Grandfathered
      Executive in writing at least five days prior to the due date of any
      response required with respect to such claim, or such shorter time period
      following AEPSC's receipt of the notice, if it plans to contest the
      claim.  If AEPSC decides to contest such claim, the
      Grandfathered Executive shall cooperate fully with AEPSC in such action;
      provided, however, AEPSC shall bear and pay directly or indirectly all
      costs and expenses (including additional interest and penalties) incurred
      in connection with such action and shall indemnify and hold the
      Grandfathered Executive harmless, on an after-tax basis, for any Excise
      Tax or income tax, including interest and penalties with respect thereto,
      imposed as a result of AEPSC's action.  If the Grandfathered
      Executive receives a refund of any amount paid by AEPSC with respect to
      such claim, the Grandfathered Executive shall promptly pay to AEPSC (i)
      such refund and (ii) the amount of any Gross-up Payment associated with
      such refund that is not included in the amount of such refund (such as
      taxes other than federal taxes included in the Gross-up
      Payment).  If AEPSC fails to timely notify the Grandfathered
      Executive whether it will contest such claim or AEPSC determines not to
      contest such claim, then AEPSC shall immediately pay to the Grandfathered
      Executive the portion of such claim, if any, which it has not previously
      paid to the Grandfathered Executive as well as the amount of any Gross-up
      Payment (calculated pursuant to Section 3.4) associated with such payment
      but that has not otherwise been paid to the Grandfathered
      Executive.

            


    

    


    
      	
               
      

            	
              (f)

            	
              Unless
      otherwise required by this Agreement to be paid earlier, any Gross-up
      Payment required under this Section 3.4 shall be paid no later than the
      end of the Grandfathered Executive’s taxable year next following the
      Grandfathered Executive’s taxable year in which the related taxes are
      remitted to the applicable taxing
authority.

            


    

    


    3.5           The
obligations of AEPSC to pay the benefits described in Sections 3.1, 3.2, and if
applicable, 3.4, shall, subject to Section 3.3, be absolute and unconditional
and shall not be affected by any circumstances, including, without limitation,
any set-off, counterclaim, recoupment, defense or other right which AEPSC may
have against the Executive; provided, however, AEPSC shall comply with and
enforce obligations of AEPSC or the Executive under law determined by AEPSC to
be applicable, including any withholding in order to comply with a court
order.  In no event shall the Executive be obligated to seek other
employment or take any other action by way of mitigation of the amounts payable
to the Executive under any of the provisions of this Agreement, nor shall the
amount of any payment hereunder be reduced by any compensation earned by the
Executive as a result of employment by another employer.

    


    3.6           Executive
alone shall be liable for the payment of any and all tax cost, incremental or
otherwise, incurred by the Executive in connection with the provision of any
benefits described in this Agreement.  No provision of this Agreement
shall be interpreted to provide for the gross-up or other mitigation of any
amount payable or benefit provided to the Executive under the terms of this
Agreement as a result of such taxes, except to the extent specifically set forth
in Section 3.4.

    


    3.7           Notwithstanding
any provision of this Agreement to the contrary, if the Executive is a
“specified employee” (as determined with respect AEPSC for purposes of Code
Section 409A), the Executive shall not be entitled to any payments upon
separation of service prior to the earliest of (1) the date that is six months
after the date of separation from service for any reason other than
death,  (2) the date of the Executive’s death, or (3) such earlier
time that would not cause the Executive to incur any excise tax under Code
Section 409A.

    


    


    ARTICLE
IV

    SUCCESSOR
TO CORPORATION

    


    4.1           This
Agreement shall bind any successor of AEPSC or the Corporation, its assets or
its businesses (whether direct or indirect, by purchase, merger, consolidation
or otherwise) in the same manner and to the same extent that AEPSC or the
Corporation would be obligated under this Agreement if no succession had taken
place.

    


    4.2           In
the case of any transaction in which a successor would not by the foregoing
provision or by operation of law be bound by this Agreement, AEPSC and the
Corporation shall require such successor expressly and unconditionally to assume
and agree to perform AEPSC’s and the Corporation’s obligations under this
Agreement, in the same manner and to the same extent that AEPSC and the
Corporation would be required to perform if no such succession had taken
place.  The term “Corporation,” as used in this Agreement, shall mean
the Corporation as hereinbefore defined and any successor or assignee to its
business or assets which by reason hereof becomes bound by this
Agreement.

    


    


    ARTICLE
V

    MISCELLANEOUS

    


    5.1           Any
notices and all other communications provided for herein shall be in writing and
shall be deemed to have been duly given when delivered or mailed, by certified
or registered mail, return receipt requested, postage prepaid addressed to AEPSC
at its principal office and to the Executive at the Executive’s residence or at
such other addresses as AEPSC or the Executive shall designate in
writing.

    


    5.2           Except
to the extent otherwise provided in Article II (Term of Agreement), no provision
of this Agreement may be modified, waived or discharged except in writing
specifically referring to such provision and signed by either AEPSC or the
Executive against whom enforcement of such modification, waiver or discharge is
sought.  No waiver by either AEPSC or the Executive of the breach of
any condition or provision of this Agreement shall be deemed a waiver of any
other condition or provision at the same or any other time.

    


    5.3           The
validity, interpretation, construction and performance of this Agreement shall
be governed by the laws of the State of Ohio.

    


    5.4           The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement,
which shall remain in full force and effect.

    


    5.5           This
Agreement does not constitute a contract of employment or impose on the
Executive, AEPSC or the Corporation any obligation to retain the Executive as an
employee, to change the status of the Executive’s employment, or to change
AEPSC’s policies regarding the termination of employment.

    


    5.6           If
the Executive institutes any legal action in seeking to obtain or enforce or is
required to defend in any legal action the validity or enforceability of, any
right or benefit provided by this Agreement, AEPSC will pay for all actual and
reasonable legal fees and expenses incurred (as incurred) by the Executive,
regardless of the outcome of such action; provided, however, that if such action
instituted by the Executive is found by a court of competent jurisdiction to be
frivolous, the Executive shall not be entitled to legal fees and expenses and
shall be liable to AEPSC for amounts already paid for this purpose.

    


    5.7           If
the Executive makes a written request alleging a right to receive benefits under
this Agreement or alleging a right to receive an adjustment in benefits being
paid under the Agreement, AEPSC shall treat it as a claim for
benefit.  All claims for benefit under the Agreement shall be sent to
the Human Resources Department of AEPSC and must be received within 30 days
after the Executive’s termination of employment.  If AEPSC determines
that the Executive who has claimed a right to receive benefits, or different
benefits, under the Agreement is not entitled to receive all or any part of the
benefits claimed, it will inform the Executive in writing of its determination
and the reasons therefor in terms calculated to be understood by the
Executive.  The notice will be sent within 90 days of the claim unless
AEPSC determines additional time, not exceeding 90 days, is
needed.  The notice shall make specific reference to the pertinent
Agreement provisions on which the denial is based, and describe any additional
material or information, if any, necessary for the Executive to perfect the
claim and the reason any such additional material or information is
necessary.  Such notice shall, in addition, inform the Executive what
procedure the Executive should follow to take advantage of the review procedures
set forth below in the event the Executive desires to contest the denial of the
claim.  The Executive may within 90 days thereafter submit in writing
to AEPSC a notice that the Executive contests the denial of the claim by AEPSC
and desires a further review.  AEPSC shall within 60 days thereafter
review the claim and authorize the Executive to appear personally and review
pertinent documents and submit issues and comments relating to the claim to the
persons responsible for making the determination on behalf of
AEPSC.  AEPSC will render its final decision with specific reasons
therefor in writing and will transmit it to the Executive within 60 days of the
written request for review, unless AEPSC determines additional time, not
exceeding 60 days, is needed, and so notifies the Executive.  If AEPSC
fails to respond to a claim filed in accordance with the foregoing within 60
days or any such extended period, AEPSC shall be deemed to have denied the
claim.

    


    AEPSC has
caused this Change In Control Agreement to be signed on behalf of all
participating employers effective as of the 1st day
of November, 2009.

    


    


    
      	 
      	
              American
      Electric Power Service Corporation

            
	 
      	 
      
	 
      	 
      
	 
      	
              By  /s/ Michael G.
      Morris

            
	 
      	
                    
      Michael G. Morris

            
	 
      	
                    
      Chairman, President & CEO