ex10amendmorris.htm


    AMENDMENT
TO EMPLOYMENT AGREEMENT

     

    (Michael
G. Morris)

     

    


    This
Amendment is made by and among American Electric Power Company, Inc. (“AEP”),
American Electric Power Service Corporation (“Service Corporation”), (AEP and
Service Corporation collectively referred to as the “Companies”) and Michael G.
Morris (the “Executive”) to the Employment Agreement among the Companies and the
Executive dated December 15, 2003, as amended (the “Employment
Agreement”).

    


    WHEREAS,
AEP and the Executive intend that any deferral of compensation by or for the
benefit of the Executive that is subject to the requirements of section 409A of
the Internal Revenue Code comply with such requirements; and

    


    WHEREAS,
AEP and the Executive have identified certain provisions of the Employment
Agreement that should be amended to better ensure such compliance;

    


    NOW,
THEREFORE, AEP and the Executive agree as follows:

    


    1.           Section
3.3(b) of the Employment Agreement (Perquisites) is amended by adding the
following to the end thereof:

    


    Any tax
gross-up payment pursuant to clause (3) of this paragraph will be made no later
than the end of the Executive’s taxable year next following the Executive’s
taxable year in which the Executive remits the related taxes.

    


    2.           Section
3.3(f) of the Employment Agreement (Reimbursement of Business Expenses) is
amended by adding the following to the end thereof:

    


    In order
to be reimbursable, the Executive must incur such expenses during the term of
this Agreement.  The amount of expenses eligible for reimbursement
during any taxable year of the Executive shall not affect the expenses eligible
for reimbursement in any other taxable year. The reimbursement of an eligible
expense shall be made on or before the last day of the Executive’s taxable year
following the taxable year in which the expense was incurred.

    


    3.           In
the event that any amount becomes payable by Service Corporation to the
Executive pursuant to Section 4.1(a) of the Employment Agreement, the following
terms and conditions shall apply:

    


    
      	
               
      

            	
              (A)

            	
              Notwithstanding
      any provision of Section 4.1(a)(2) to the contrary, the continuation of
      the Executive’s Base Salary will end once the total of the payments
      becomes equal to two times the lesser of (a) the Executive’s annual rate
      of pay for services provided to the Companies in the year before the year
      of the Executive termination of employment (adjusted for any increase
      during that year that was expected to continue indefinitely if there had
      been no termination of employment, or (b) the limit prescribed in Section
      401(a)(17) of the Code effective in the year of the Executive’s
      termination of employment.  As of the date the continuation
      payments end pursuant to the preceding sentence, but no earlier than six
      months after the date the Executive separated from service, as defined in
      Section 409A of the Code, the Executive will receive a second stream of
      payments equal to any pay continuation payments as may then be otherwise
      due and owing, with the first such payment also including an amount equal
      to the excess, if any, of (i) the total amount of continuation pay the
      Executive was entitled to receive during the period between the
      Executive’s termination of employment and the date the payments pursuant
      to the preceding sentence ended, over (ii) the amount paid in accordance
      with the preceding sentence.

            


    

    


    
      	
               
      

            	
              (B)

            	
              If
      AEP reasonably believes that its providing continued benefits at a reduced
      rate (that is, for an Executive contribution that is less than the full
      cost of such benefits) would cause the Executive to incur excise tax under
      Section 409A of the Internal Revenue Code of 1986, as amended (the
      “Code”), the Executive shall pay the full cost of such benefits and not
      receive any reduced rate for the first six (6) months after the date of
      the Executive’s termination of employment.  As soon as
      practicable after the date that is 6 months after the Executive’s
      termination of employment, Service Corporation will pay to the Executive
      an amount equal to the difference between the actual amount the Executive
      paid for the affected benefits and the amount the Executive would have
      paid for such benefits had the reduced rate been
  effective.

            


    

    


    


    IN
WITNESS WHEREOF, this Amendment is executed by AEP and the Executive as of the
date set forth below their respective signatures.

    


    AMERICAN
ELECTRIC POWER SERVICE CORPORATION

    


    


    By:  /s/ Andrew R.
Carlin

    Name:  Andrew
R. Carlin

    


    Date:  December
9, 2008

    


    


    EXECUTIVE:

    


    


    Name:  /s/ Michael G.
Morris

    Michael G. Morris

    


    Date:  December
9, 2008