Unassociated Document


    AMERICAN
ELECTRIC POWER SYSTEM

    EXCESS
BENEFIT PLAN

    


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

    


    


    ARTICLE
I

    Purposes
and Effective Date

    


    1.1           Purpose.  The
American Electric Power System Excess Benefit Plan is maintained to provide
Supplemental Retirement Benefits for eligible employees whose retirement
benefits from the Retirement Plan (as defined below) are restricted due to
limitations imposed by provisions of the Internal Revenue Code or who are
entitled to Supplemental Retirement Benefits under the terms of an employment
agreement between the eligible employee and an Associated Company.

    


    1.2           Effective
Date.  The original effective date of this Plan was January 1,
1990, and the effective date of the changes made by this amended and restated
Plan document is January 1, 2008, unless otherwise specified.

    


    ARTICLE
II

    Definitions

    


    The following terms shall have the
meanings set forth in this Article II.  Any undefined capitalized term
in this Plan shall have the meaning set forth in the Retirement
Plan.

    


    2.1           “Accredited Service”
means the period of time taken into account under the terms of the Retirement
Plan for the purpose of computing a Retirement Plan benefit under the Final
Average Pay Formula.

    


    2.2           “Actuarial
Equivalence” or “Actuarially
Equivalent” will be determined using the assumptions and methods that are
used in connection with the Cash Balance Formula under the Retirement Plan,
regardless of whether the benefits under this Plan are determined under the Cash
Balance Formula.

    


    2.3           “Base Compensation”
means a Participant's regular base salary or base wage Earned through the date
of the termination of employment of the Participant with the Associated
Companies.  Base Compensation shall be determined (i) without
adjustment for any salary or wage elections made pursuant to Sections 125
(regarding cafeteria plans, including pre-tax contributions for premiums and
flexible spending accounts) and 402(e)(3) (regarding elective deferrals,
including before-tax contributions under a Section 401(k) retirement savings
plan) of the Code, (ii) without reduction for any contributions to the
Supplemental Savings Plan; and (iii) excluding bonuses (such as, but not limited
to, project bonuses and sign-on bonuses), compensation paid pursuant to the
terms of an annual compensation plan, performance pay awards, severance pay,
relocation payments, or any other form of additional compensation that is not
part of regular base salary or base wage.

    


    2.4           “Beneficiary” means
the person or entity designated in accordance with the provisions of Section
7.3, to receive the distribution of death benefits provided for in Article
VII.

    


    2.5           “Cash Balance Formula”
means the formula under the Retirement Plan by which Participants accrue
benefits through credits to his or her Cash Balance Account (as defined in the
Retirement Plan).  The Cash Balance Formula is effective for Plan
Years commencing after December 31, 2000.

    


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

    


    2.7           “Committee” means for
the period ending May 26, 2004, the Employee Benefit Trusts Committee of the
Company. Effective beginning May 27, 2004, the Committee shall be the committee
designated by the Company (or by a person duly authorized to act on behalf of
the Company) as responsible for the administration of the Plan.

    


    2.8           “Company” means the
American Electric Power Service Corporation.

    


    2.9           “Corporation” means
the American Electric Power Company, Inc., a New York corporation, and its
affiliates and subsidiaries.

    


    2.10           “Determination Date”
means the first day of the month immediately following the Participant's
Termination.

    


    2.11           “Earned”

    


    
      	
               
      

            	
              (a)

            	
              when
      referring to Base Compensation and Premium Pay, means the date such amount
      is paid, and

            


    

    


    
      	
               
      

            	
              (b)

            	
              when
      referring to Incentive Compensation,
means

            


    

    


    
      	
               
      

            	
              (i)

            	
              for
      purposes of the Cash Balance Formula, the date such amount is paid or such
      earlier date it would have been paid by an Associated Company if the
      payment had not been effectively deferred according to the terms of the
      American Electric Power System Incentive Compensation Deferral Plan or
      such other applicable plan or agreement;
or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              for
      purposes of the Final Average Pay Formula, the Incentive Compensation
      shall be considered Earned in equal monthly installments during the
      applicable period of the calendar year for which the awarded amount had
      been calculated, without regard to when such amount is paid, provided that
      the amount ultimately becomes payable to the
  Participant.

            


    

    


    2.12           “Employee” means such
persons employed by an Associated Company who are designated in the records of
the Associated Company in a classification that is eligible to participate in
the Retirement Plan.

    


    2.13           “Employment Contract”
means an agreement between an Associated Company and an Employee that provides
the Employee with a non-qualified retirement benefit attributable to this
Plan.

    


    2.14           “ERISA” means the
Employee Retirement Income Security Act of 1974 as amended from time to
time.

    


    2.15           “Final Average Pay
Formula” means the formula designated as the final average pay formula by
the Retirement Plan and by which Participants accrue normal retirement benefits
by taking into account the Participant’s Accredited Service, average annual
earnings and such other factors as are set forth in the Retirement
Plan.

    


    2.16           “First Date Available”
or “FDA” means
(a) with respect to a Participant who is a Key Employee as of the date of such
Participant’s Termination, the first day of the month next following the date
that is six (6) months after the Participant’s Termination; and (b) with respect
to all other Participants, the first day of the month next following the
Participant’s Termination.

    


    2.17           “HR Committee” means
the Human Resources Committee of the board of directors of the Corporation (or
any successor to such committee).

    


    2.18           “Incentive
Compensation” means incentive compensation Earned pursuant to the terms
of an annual incentive compensation plan, provided that Incentive Compensation
shall not include non-annual bonuses (such as but not limited to project bonuses
and sign-on bonuses and amounts earned under a long-term incentive plan),
severance pay, relocation payments, or any other form of additional compensation
that is not considered to be part of Base Compensation.

    


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

    


    2.20           “Maximum Benefit”
means the vested retirement benefit payable from the Retirement Plan under
either the Final Average Pay Formula or the Cash Balance Formula, as provided in
Article IV and as calculated based upon the Participant’s marital status,
Beneficiary, credited service, and earnings for services rendered to the
Company, to the extent such are permitted by the Code and the Retirement Plan to
be taken into account under the Final Average Pay Formula or the Cash Balance
Formula, as applicable.

    


    2.21           “Maximum Disability
Period” means the last date any disability benefits may become payable
under the terms of the American Electric Power System Long-Term Disability Plan
in effect as of the later of December 31, 2008 or the last day on which the
Participant’s initial payment election may be made in accordance with Section
6.3.

    


    2.22           “Next Date Available”
or “NDA” means
the July 1 of the calendar year immediately following the calendar year in which
falls the Participant’s Termination.

    


    2.23           “Participant” means
any exempt salaried Employee of an Associated Company who has entered the Plan
in accordance with Article III of this Plan and has accrued a benefit under the
Plan.

    


    2.24           “Associated Company”
means the Company and those of its subsidiaries and affiliates of the
Corporation who are considered an “Associated Company” as defined under the
Retirement Plan.

    


    2.25           “Plan” means this
American Electric Power System Excess Benefit Plan, as amended or restated from
time to time.

    


    2.26           “Plan Year” means the
calendar year commencing each January 1 and ending each December
31.

    


    2.27           “Premium Pay” means
overtime pay and shift differential pay that is Earned during the relevant time
period, but that is not a part of the Participant’s Base Compensation or
Incentive Compensation.

    


    2.28           “Present Value” means
the current value of a future payment or future stream of payments, calculated
using the Applicable Mortality Table and Applicable Interest Rate.

    


    2.29           “Retirement Date”
means the date the Participant terminates employment with all Associated
Companies after the Participant has attained age 55 and completed at least five
years of service with the Associated Companies.

    


    2.30           “Retirement Plan”
means the American Electric Power System Retirement Plan, as amended from time
to time.

    


    2.31           “Supplemental Retirement
Benefit” means the basic retirement benefit determined under Article IV
of this Plan.

    


    2.32           “Supplemental Savings
Plan” means the American Electric Power System Supplemental Retirement
Savings Plan, as amended from time to time.

    


    2.33           “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 HR Committee from time to time to the extent such policies are
consistent with the requirements imposed under Code
409A(a)(2)(A)(i).

    


    2.34           “Unrestricted Benefit”
means the vested retirement benefit that would be payable from the Retirement
Plan under either the Final Average Pay Formula or the Cash Balance Formula, as
described in Article IV, assuming Sections 401(a)(17) (Compensation Limit) and
415 (Limitation on Benefits) of the Code are not applicable.  The
calculation of the Unrestricted Benefit also shall take into account other
adjustments specified in an Employment Contract.

    


    


    ARTICLE
III

    Participation
in the Plan

    


    3.1           Eligibility.  All
exempt salaried Employees of an Associated Company shall be eligible to
participate in this Plan so long as such Employee is either (A) entitled to a
Supplemental Retirement Benefit under the terms of an Employment Contract, or
(B) both (1) a participant in the Retirement Plan, and (2) satisfies one of the
following conditions below:

    


    
      	
               
      

            	
              (a)

            	
              The
      Employee’s Base Compensation for the current or any prior Plan Year
      exceeds the limitation of Section 401(a)(17) of the
  Code,

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Employee was a Participant in this Plan as of December 31,
      2000,

            


    

    


    
      	
               
      

            	
              (c)

            	
              The
      Employee’s Base Compensation plus Incentive Compensation plus Premium Pay
      for the current or any prior Plan Year (that begins on or after January 1,
      2000, in that such amounts were taken into account for the calendar year
      2000 in calculating the opening balance for Participants under the Cash
      Balance Formula) exceeds the limitation of Section 401(a)(17) of the Code,
      or

            


    

    


    
      	
               
      

            	
              (d)

            	
              Otherwise
      becomes entitled to a benefit under Article V of this
  Plan.

            


    

    


    Additionally,
an eligible Employee may become a Participant if he or she is designated to be a
Participant by the Committee.  All such eligibility determinations
generally shall be made by December 31 of each year or such other time as set
forth in an Employee Contract.

    


    3.2           Duration.  An
Employee who becomes a Participant shall continue to be a Participant until his
or her Termination or the date he or she is no longer entitled to receive a
Supplemental Retirement Benefit under this Plan.

    


    ARTICLE
IV

    Benefits

    


    4.1           General
Benefits.  Upon a Participant's Termination, the Participant
shall be entitled to a Supplemental Retirement Benefit calculated as of the
Participant’s Determination Date, as determined under this Article IV, to the
extent vested, to be paid at the time and in the form determined in accordance
with Article VI of this Plan.  Except as otherwise specified in
Article X, a Participant’s Supplemental Retirement Benefit shall become vested
at the same time and to the same extent as may be provided under the terms of
the Retirement Plan.  Notwithstanding the foregoing, the amount,
calculation methodology, or vesting of a Participant’s Supplemental Retirement
Benefit may be reduced or otherwise modified in the manner described in an
Employment Contract.  Additionally, if the Committee determines that a
Participant has incurred a liability to, or otherwise damaged, the Corporation,
the Company or any Associated Company, the Committee shall have the authority
and power, in its sole discretion, to reduce any portion or all of the amounts
that might otherwise become payable to such Participant under the terms of this
Plan by the amount of such liability or damage, as reasonably determined by the
Committee.

    


    4.2           Calculation
Methodology.  For purposes of calculating the Supplemental
Retirement Benefit under Section 4.3 or 4.4 of this Plan, the following rules
shall apply.  To the extent a Participant’s form of benefit under
Article VI is a lump sum or installments, this calculation shall be based on the
lump sum of the Unrestricted Benefit and Maximum Benefit.  To the
extent a Participant’s form of benefit under Article VI is an annuity, this
calculation shall be based on the single life annuity of the Unrestricted
Benefit and Maximum Benefit.  If a Participant’s form of benefit under
Article VI is a combination lump sum distribution and life annuity [as set forth
in Section 6.2(b)(5)], both calculations shall be made and the appropriate
elected percentage applied to each.

    


    4.3           Amount of Benefit for Final
Average Pay Participants.  A Participant in this Plan whose
Retirement Plan benefit takes into account the Final Average Pay Formula shall
be entitled to receive a benefit equal to the excess (if any) of the benefit
determined under paragraph (a) below over the benefit determined under paragraph
(b) below.

    


    
      	
               
      

            	
              (a)

            	
              The
      greater of (i) if the Participant’s Base Compensation for the current or
      any prior Plan Year exceeds the limitation of Section 401(a)(17) of the
      Code, the Unrestricted Benefit calculated (A) using the Final Average Pay
      Formula and (B) based upon the sum of the rate of the Participant’s Base
      Compensation (as determined from month to month) and Earned Incentive
      Compensation, or (ii) the Unrestricted Benefit calculated (A) using the
      Cash Balance Formula and (B) based upon the sum of the Participant’s
      Earned Base Compensation, Earned Incentive Compensation, and Earned
      Premium Pay; provided however, that

            


    

    


    
      	
               
      

            	
              (1)

            	
              such
      calculation shall not take into account any amounts Earned with respect to
      any period after the date of the Participant’s Termination with all
      Associated Companies; and

            


    

    


    
      	
               
      

            	
              (2)

            	
              with
      regard to Participants who have an annual incentive opportunity in excess
      of 250% of Base Compensation for the Plan Year in which the Incentive
      Compensation is Earned (per Section 2.11(b)(ii)), the amount of Incentive
      Compensation that will be considered Earned with respect to that Plan Year
      for purposes of Section 4.3(a)(i) shall not exceed 100% of the highest
      annualized rate of the Employee’s Base Compensation that was in effect
      with respect to that Employee at any time during that Plan Year; provided,
      however, that this limitation shall not apply to the extent of any
      Incentive Compensation provided through the American Electric Power System
      Senior Officer Incentive Plan; and

            


    

    


    
      	
               
      

            	
              (3)

            	
              for
      purposes of Section 4.3(a)(ii), the sum of compensation shall be limited
      to the greater of $1,000,000 or 200% of the Participant’s annualized rate
      of Base Compensation in effect on the last day of the Plan Year (or, if
      earlier, the date of Termination).

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      greater of (1) the Maximum Benefit calculated using the Final Average Pay
      Formula, or (2) the Maximum Benefit calculated using the Cash Balance
      Formula.

            


    

    


    4.4           Amount of Benefit for Cash
Balance Participants.  A Participant in this Plan whose
Retirement Plan benefit takes into account only the Cash Balance Formula shall
be entitled to receive a benefit equal to the excess (if any) of the benefit
calculated under paragraph (a) below over the benefit calculated under paragraph
(b) below.

    


    
      	
               
      

            	
              (a)

            	
              The
      Unrestricted Benefit calculated (A) using the Cash Balance Formula and (B)
      based upon the sum of the Participant’s Earned Base Compensation, Earned
      Incentive Compensation, and Earned Premium Pay.  This sum shall
      be limited to the greater of $1,000,000 or 200% of the Participant’s
      annualized rate of Base Compensation in effect on the last day of the Plan
      Year (or, if earlier, the date of
Termination).

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Maximum Benefit, calculated using the Cash Balance
  Formula.

            


    

    


    4.5           Disability
Accruals.  Notwithstanding anything in the Plan to the
contrary, if a Participant incurs a disability (under the terms of the
Retirement Plan), the Participant may continue to accrue a benefit under this
Plan from the date of such disability through the Maximum Disability Period to
the extent the Participant is receiving such disability accruals under the
Retirement Plan, as paid in accordance with Section 6.6.

    


    4.6           Adjustments to Supplemental
Retirement Benefit.

    


    
      	
               
      

            	
              (a)

            	
              The
      amount of a Participant’s Supplemental Retirement Benefit shall be reduced
      or otherwise modified in the manner described in an Employment Contract
      (e.g., by any qualified or non-qualified retirement benefits the
      Participant may be entitled to receive from one or more prior
      employers).

            


    

    


    
      	
               
      

            	
              (b)

            	
              If
      the Participant’s Unrestricted Benefit under Section 4.3(a) was the amount
      payable under the Final Average Pay Formula, the following shall apply as
      of the date Incentive Compensation is awarded to the Participant, to the
      extent such Incentive Compensation is attributable to the calendar year
      that includes the Participant’s date of
  Termination:

            


    

    


    
      	
               
      

            	
              (1)

            	
              The
      Participant’s Determination Date Supplemental Retirement Benefit shall be
      recalculated to take into account the amount of such Incentive
      Compensation that is considered Earned during the period ending on such
      Participant’s Termination Date;
then

            


    

    


    
      	
               
      

            	
              (2)

            	
              The
      amount(s) payable to the Participant in accordance with the payment
      schedule applicable to the Participant as set forth in Section 6.2 shall
      be increased to reflect the Supplemental Retirement Benefit as
      recalculated pursuant to paragraph (1);
and

            


    

    


    
      	
               
      

            	
              (3)

            	
              To
      the extent the adjustment to the amount(s) payable to the Participant
      pursuant to paragraph (2) relates to any amount that had already been paid
      to the Participant under the applicable payment schedule, the amount of
      the increase of each such payment shall receive interest credits at the
      interest rate then being credited for the Cash Balance Formula from the
      date such original payment had been made through the date of the
      recalculation, and the aggregate amount of the increases, plus interest,
      shall be paid in a single sum as soon as administratively
      practicable.

            


    

    


    4.7           Freeze of
Benefits.  No Participant shall accrue any additional Maximum
Benefit or Unrestricted Benefit under the Final Average Pay Formula after
December 31, 2010.

    


    ARTICLE
V

    Enhanced
Vested Lump Sum Benefit

    


    5.1           Severance
Benefit.  The benefits set forth in this Article V shall be
treated as a severance benefit under ERISA.

    


    5.2           Eligibility.  An
Employee who incurs a Termination before age 55 due to a restructuring,
consolidation, or downsizing of the Corporation shall be eligible for a special
benefit under this Article V if he or she, at the time of Termination, (i) has
completed 25 or more years of Accredited Service under the Retirement Plan, or
(ii) has attained age 50 and has completed 10 or more years of Accredited
Service under the terms of the Retirement Plan.

    


    5.3           Enhanced Supplemental Plan
Benefit.

    


    
      	
               
      

            	
              (a)

            	
              If
      (i) a Participant described in Section 5.2 has Base Compensation in excess
      of the limitation under Section 401(a)(17) of the Code for any current or
      prior Plan Year, (ii) such Participant is entitled to a Supplemental
      Retirement Benefit calculated under Section 4.3, and (iii) such
      Participant elects to receive at least some portion of his or her
      Supplemental Retirement Benefit in the form of an annuity, the Participant
      shall receive an enhanced vested lump sum benefit equal to the Annuity
      Portion of the Present Value of the excess (if any) of the benefit
      determined under paragraph (1) below over the benefit determined under
      paragraph (2) below, calculated as of the Determination
    Date.

            


    

    


    
      	
               
      

            	
              (1)

            	
              The
      Participant’s monthly Unrestricted Benefit calculated as a single life
      annuity under the Final Average Pay Formula using the early retirement
      reduction factors from age 65 to age 55 and, if necessary, calculated with
      a full actuarial reduction from age 55 to the Determination Date, reduced
      by (but not to an amount less than zero) the Participant’s monthly
      Unrestricted Benefit calculated under Section
  4.3(a).

            


    

    


    
      	
               
      

            	
              (2)

            	
              The
      Participant’s monthly Maximum Benefit calculated as a single life annuity
      under the Final Average Pay Formula with a full actuarial reduction from
      age 65 to the Determination Date, reduced by (but not to an amount less
      than zero) the Participant’s monthly Maximum Benefit calculated under
      Section 4.3(b).

            


    

    


    
      	
               
      

            	
              (b)

            	
              For
      purposes of this Section 5.3, the term “Annuity Portion” means the
      percentage of the Participant’s Supplemental Retirement Benefit that the
      Participant has elected under Article VI to receive in the form of an
      annuity.

            


    

    


    
      	
               
      

            	
              (c)

            	
              The
      special benefit payable hereunder shall be payable in a lump sum as soon
      as practicable after the annuity benefit under this Plan commences as
      provided under Article VI.  The amount of the lump sum shall be
      credited with interest at the rate at which Interest Credits are applied
      under the Retirement Plan from the Determination Date to the date such
      lump sum is distributed.  If the Participant dies before the
      date of payment and the Participant’s Spouse is the Participant’s sole
      Beneficiary, then the Participant’s Beneficiary will receive the lump sum
      payable under this Section 5.3 as soon as practicable after the
      Participant’s death.

            


    

    


    


    ARTICLE
VI

    Payment
of Vested Supplemental Retirement Benefits

    


    6.1           Determination of
Supplemental Retirement Benefit.  Upon a Participant’s
Termination for any reason other than the Participant’s death, the Participant’s
Supplemental Retirement Benefit shall be calculated as of the Participant’s
Determination Date, shall be adjusted in the manner described in Section 4.6,
and, to the extent vested, distributed to the Participant in the manner
described in Section 6.2.  If the Supplemental Retirement Benefit is
payable in the form of a lump sum or installments, any unpaid balance shall be
credited with interest at the rate at which Interest Credits are applied under
the Retirement Plan from the Determination Date until the date of
payment.

    


    6.2           General Timing of
Payment.  A Participant generally is entitled to receive a
Supplemental Retirement Benefit upon Termination (or, in a manner specified in
an Employment Contract to the extent compliant with Code Section 409A so as to
prevent the participant from incurring current federal income tax penalties
under Code Section 409A).  Payment generally will be made at the
following times and in the following forms, as specified in a Participant’s
payment election as provided under this Article VI.

    


    
      	
               
      

            	
              (a)

            	
              Elections with
      Determination Dates On or Before December 1,
      2007.  Effective with respect to distribution election
      forms with Determination Dates on or before December 1, 2007, the forms of
      distribution available to each Participant shall be limited to the
      following:

            


    

    


    
      	
               
      

            	
              (1)

            	
              A
      single lump sum distribution

            


    

    


    (a)         as
of the First Date Available; or

    


    (b)         as
of the Next Date Available; or

    


    (c)         as
of the fifth anniversary of the First Date Available; or

    


    (d)         as
of the fifth anniversary of the Next Date Available; or

    


    (2)       In
five (5) annual installments commencing

    


    (a)         as
of the First Date Available; or

    


    (b)         as
of the Next Date Available; or

    


    (c)         as
of the fifth anniversary of the First Date Available; or

    


    (d)         as
of the fifth anniversary of the Next Date Available; or

    


    (3)       In
ten (10) annual installments commencing

    


    (a)         as
of the First Date Available; or

    


    (b)         as
of the Next Date Available;

    


    
      	
               
      

            	
              (4)

            	
              As
      a single life annuity commencing on the First Date Available, or any
      Actuarially Equivalent “life annuity,” as described in Treasury Regulation
      1.409A-2(b)(ii) and as available as an annuity option under the Retirement
      Plan, but excluding any pop-up feature or level income option under the
      Retirement Plan.

            


    

    


    
      	
               
      

            	
              (5)

            	
              A
      combination of a 50% monthly annuity and a 50% lump sum distribution,
      payable beginning on the First Date
Available.

            


    

    


    (b)        Elections with Determination
Dates After December 1, 2007.

    


    
      	
               
      

            	
              (1)

            	
              A
      single lump sum distribution

            


    

    


    (a)         as
of the First Date Available; or

    


    (b)         as
of the Next Date Available; or

    


    (c)         as
of the fifth anniversary of the First Date Available; or

    


    (d)         as
of the fifth anniversary of the Next Date Available; or

    


    (2)       In
five (5) annual installments commencing

    


    (a)         as
of the First Date Available; or

    


    (b)         as
of the Next Date Available; or

    


    (c)         as
of the fifth anniversary of the First Date Available; or

    


    (d)         as
of the fifth anniversary of the Next Date Available; or

    


    (3)       In
ten (10) annual installments commencing

    


    (a)         as
of the First Date Available; or

    


    (b)         as
of the Next Date Available;

    


    
      	
               
      

            	
              (4)

            	
              As
      a single life annuity commencing on the First Date Available, or any
      Actuarially Equivalent “life annuity,” as described in Treasury Regulation
      1.409A-2(b)(ii) and as available as an annuity option under the Retirement
      Plan, but excluding any pop-up feature or level income option under the
      Retirement Plan;

            


    

    


    
      	
               
      

            	
              (5)

            	
              Effective
      with respect to distribution election forms applicable to Determination
      Dates on or after January 1, 2009, a combination lump sum distribution and
      “life annuity” [as described in paragraph (b)(4), above] commencing as of
      the First Date Available, allocated in one of the following
      proportions:

            


    

    


    (a)         25%
as a lump sum distribution and 75% as a life annuity;

    


    (b)         50%
as a lump sum distribution and 50% as a life annuity; or

    


    (c)         75%
as a lump sum distribution and 25% as a life annuity.

    


    (c)           Surviving Spouse
Benefit.  Notwithstanding the foregoing, the calculation of any
annuity shall be enhanced if (1) a Participant is at least age 55 with five (5)
years of service at the time of Termination, (2) has been married continuously
to his or her Spouse throughout the one-year period ending on the Determination
Date, (3) the Participant elected to receive at least a portion of his or her
Supplemental Retirement Benefit in the form of an annuity, and (4) the
Participant’s Final Average Pay Formula provided the greater benefit under
Section 4.3(a).  The enhanced benefit shall be calculated to provide a
fully-subsidized 30% survivor annuity, known as the “Surviving Spouse Benefit,”
with respect to the percentage of the Participant’s Supplemental Retirement
Benefit that the Participant has elected under Article VI to receive in the form
of an annuity, and shall be determined in the same manner as is set forth under
the Retirement Plan.

    


    (d)           Key
Employees.  Notwithstanding the foregoing, with respect to any
Participant who is a Key Employee, to the extent that any payments otherwise
would have been made in the form of an annuity before the First Date Available,
such payments shall be aggregated and paid on the First Date
Available.

    


    6.3           Participant
Elections.  Each Participant in the Plan may make an election
as to the time and form of payment of his or her Supplemental Retirement
Benefit, as provided in Section 6.2.  Participants must make such an
election in accordance with the following deadlines.

    


    
      	
               
      

            	
              (a)

            	
              Generally.  Except
      as otherwise provided in this Plan, a Participant must make his or her
      payment election by December 31 of the calendar year before the calendar
      year in which he or she first becomes a Participant in this
      Plan.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Newly Eligible
      Participants.  If an individual first becomes a
      Participant during a calendar year, and the Participant has not previously
      become a Participant in another plan that is required to be aggregated
      with this Plan under Treasury Regulation Section 1.409A-1(c)(2) or other
      guidance under Section 409A of the Code, the Participant may make an
      election by no later than the 30th
      day after becoming a Participant in the
Plan.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Excess Benefit
      Plan
      Participants.  If an individual first becomes a
      Participant on or after January 1, 2005, and participation in this Plan is
      considered participation in an “excess benefit plan,” the Participant may
      make an election no later than the 30th
      day after the last day of the first calendar year in which the Participant
      satisfied the requirements to become a Participant, provided that such
      individual has neither an accrued benefit nor been allocated any deferral
      under any other excess benefit plan.  For this purpose, the term
      “excess benefit plan” means all nonqualified deferred compensation plans
      in which the individual participates, to the extent such plans do not
      provide for an election between the current compensation and deferred
      compensation and solely provide deferred compensation equal to the excess
      of the benefits the individual would have accrued under a qualified
      employer plan in which the individual also participates, in the absence of
      one or more of the limits incorporated into the plan to reflect one or
      more of the limits on contributions or benefits applicable to the
      qualified employer plan under the Code, over the benefits the individual
      actually accrues under the qualified employer plan, as described in
      Treasury Regulation Section
1.409A-2(a)(7)(iii).

            


    

    


    
      	
               
      

            	
              (d)

            	
              Actuarially Equivalent
      Life Annuities.  A Participant who elected an annuity
      option described in Section 6.2(b)(4) or (5) of this Plan may make an
      irrevocable election within 60 days after the Determination Date to
      receive his or her benefits in the form of any other annuity option
      available under Section 6.2(b)(4) or (5) of this Plan.  If the
      Participant fails to make a timely election as to the form of annuity, the
      Participant shall be deemed to have selected a 100% joint and survivor
      annuity with the Participant’s Beneficiary as the survivor
      annuitant.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Default.  If
      a Participant fails to make an initial payment election in the times
      provided in this Section 6.3, the Participant shall be deemed to have
      elected to receive payment of his or her Supplemental Retirement Benefit
      in a lump sum on the First Date
Available.

            


    

    


    
      	
               
      

            	
              (f)

            	
              Examples.

            


    

    


    
      	
               
      

            	
              (1)

            	
              If
      an individual’s Employment Contract is effective May 31, 2009, and the
      Employment Contract provides that the Participant will receive a
      Supplemental Retirement Benefit in a manner that causes this Plan not to
      be considered an Plan for that Participant, the Participant must make a
      payment election by June 30, 2009.

            


    

    


    
      	
               
      

            	
              (2)

            	
              If
      an Employee is designated a Participant in 2009 because his or her
      compensation exceeded the limit under Section 401(a)(17) of the Code as of
      October 31, 2009, the Participant generally may make such an election by
      January 30, 2010.

            


    

    


    
      	
               
      

            	
              (3)

            	
              A
      Participant made an election within 30 days of becoming eligible to
      participate in this Plan to receive his or her benefits in the form of a
      single life annuity under Section 6.2(b)(4).  The Participant
      expects to retire June 30, 2012.  At a reasonable time before
      the Determination Date, the Participant may make an election to receive an
      actuarially equivalent joint and survivor annuity, excluding any pop-up
      feature or level income option under the Retirement
  Plan.

            


    

     

        6.4           Rehired
Employees.  An Employee whose employment is Terminated and then
subsequently hired as an Employee of an Associated Company may become a
Participant in this Plan and accrue a Supplemental Retirement Benefit
attributable to the Employee’s period of service after such rehire date only if
and when the Employee thereafter becomes a Participant under Article
III.  The time and form of payment of any such rehired Participant
will be governed by the elections of the Participant that had become effective
with the Employer during his or her prior employment with the Employer,
including elections made under the Central and South West System Special
Executive Retirement Plan or any other Plan sponsored by the Employer, but in no
event will the benefit become payable earlier than the First Date
Available.

    


    6.5           Changes to Time and Form of
Payment.  A Participant will not be permitted to change the
form of payment of his or her Supplemental Retirement Benefit unless (a) such
election does not take effect until at least 12 months after the date on which
the election is made, (b) in the case of an election related to payment not due
to the Participant’s Disability or death, the first payment with respect to
which such new election is effective is deferred for a period of not less than
five (5) years from the date such payment would otherwise have been made, and
(c) any election related to a payment based upon a specific time or pursuant to
a fixed schedule may not be made less than 12 months prior to the date of
Termination; provided, however, that the selection of an annuity payment among
actuarially equivalent annuity payments shall not be considered a change to the
form of payment for purposes of applying the restrictions and clauses in Section
6.2 or 6.5.

    


    Notwithstanding the preceding paragraph
of this Section 6.5, a Participant may change an election with respect to the
time and form of payment of a Supplemental Retirement Benefit, without regard to
the restrictions imposed under the preceding paragraph, on or before December
31, 2008; provided that such election (a) applies only to amounts that would not
otherwise be payable in the calendar year in which such election is made, and
(b) shall not cause an amount to be paid in the calendar year in which the
election is made that would not would otherwise be payable in such
year.

    


    6.6           Disability
Payments.  If a Participant incurs a disability that results in
a Termination, the payment(s) of any accruals through such Termination will be
governed by Section 6.2.  A Participant who is receiving disability
accruals under Section 4.5 after Termination shall receive payment of the
Supplemental Retirement Benefits accrued after Termination in a lump sum as soon
as practicable after the Maximum Disability Period.

    


    6.7           Cash-Outs.  Notwithstanding
any election made under this Plan,

    


    
      	
               
      

            	
              (a)

            	
              if
      the Participant’s Supplemental Retirement Benefit has a value of $10,000
      or less on the Participant’s First Date Available, the Committee may
      require that the full value of the Participant’s Supplemental Retirement
      Benefit be distributed as of the First Date Available in a single, lump
      sum distribution regardless of the form elected by such Participant,
      provided that such payment is consistent with the limited cash-out right
      described in Treasury Regulation Section 1.409A-3(j)(4)(v) or other
      guidance of the Code in that the payment results in the termination and
      liquidation of the entirety of the Participant’s interest under each
      nonqualified deferred compensation plan (including all agreements,
      methods, programs, or other arrangements with respect to which deferrals
      of compensation are treated as having been deferred under a single
      nonqualified deferred compensation plan under Treasury Regulation
      1.409A-1(c)(2) or other guidance of the Code) that is associated with this
      Plan; and the total payment with respect to any such single nonqualified
      deferred compensation plan is not greater than the applicable dollar
      amount under Code Section 402(g)(1)(B).  Provided,
      however,

            


    

    


    
      	
               
      

            	
              (b)

            	
              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
VII

    Death
Benefits

    


    7.1           Death of Participant Before
Determination Date.  Upon the death of a Participant prior to
the Participant's Determination Date, the Participant’s Beneficiary shall be
entitled to a supplemental death benefit as follows:

    


    
      	
               
      

            	
              (a)

            	
              Calculation
      Methodology.  Except as otherwise set forth herein, the
      death benefits payable under Section 7.1 of this Plan shall be calculated
      using the applicable methodology and subject to all limitations as
      provided in Article IV as of the first day of the month immediately
      following the Participant’s death.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Amount.

            


    

    


    
      	
               
      

            	
              (1)

            	
              If
      either (i) the Participant’s Beneficiary is not his or her Spouse or (ii)
      the Participant’s Supplemental Retirement Benefit does not take into
      account the Final Average Pay Formula under Section 4.3(a)(i), the amount
      of the benefit under this Section 7.1 is the amount equal to the excess
      (if any) of.

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      Unrestricted Benefit with respect to the Participant calculated using the
      Cash Balance Formula; over

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Maximum Benefit with respect to the Participant calculated using the Cash
      Balance Formula.

            


    

    


    
      	
               
      

            	
              (2)

            	
              If
      both (i) the Participant’s Beneficiary is his or her Spouse and (ii) the
      Participant’s Supplemental Retirement Benefit takes into account the Final
      Average Pay Formula under Section 4.3(a)(i), the benefit under this
      Section 7.1 is the amount equal to the excess (if any)
  of:

            


    

    


    
      	
               
      

            	
              (a)

            	
              the
      greater of the Unrestricted Benefit with respect to the Participant
      calculated using the Cash Balance Formula or the pre-retirement survivor
      annuity calculated from the Unrestricted Benefit using the Final Average
      Pay Formula; over

            


    

    


    
      	
               
      

            	
              (b)

            	
              the
      greater of the Maximum Benefit with respect to the Participant calculated
      using the Cash Balance Formula or the pre-retirement survivor annuity
      calculated from the Maximum Benefit using the Final Average Pay
      Formula.

            


    

    


    
      
        	
                 
      

              	
                (c)

              	
                Form.  The
      death benefit under this Section 7.1 shall be paid
      in the same form applicable to the Participant in accordance with the
      provisions of Article VI as of the date of the Participant’s death;
      provided to the extent that the distribution would be in the form of an
      annuity, the death benefit shall be paid to the Beneficiary in the form of
      a single life annuity.

              


      

    

    


    
      	
               
      

            	
              (d)

            	
              Timing.  The
      death benefit under this Section 7.1 shall commence within 90 days after
      the Committee has made a final determination identifying the Participant’s
      Beneficiary.

            


    

    


    7.2           Death of Participant After
the Determination Date.  Upon the death of the Participant
after the Determination Date, the Participant’s Beneficiary or Beneficiaries
shall receive the balance, if any, of the distributions payable under the form
of distribution then in effect with respect to the Participant.  If
the Beneficiary is receiving benefits, the Beneficiary shall be entitled to
designate a beneficiary for benefits payable upon the death of the
Beneficiary.

    


    7.3           Beneficiary
Designation.  Each Participant (or Beneficiary) may designate a
Beneficiary or Beneficiaries who shall receive the benefits payable under this
Plan following the death of the Participant.  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 designation form prescribed by the
Committee.  A beneficiary designation 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 the Committee receives a
beneficiary designation form, any changes made on a form received thereafter
will not be given any effect.  If a Participant (or Beneficiary) fails
to designate a Beneficiary, or if all Beneficiaries named by the Participant (or
Beneficiary) do not survive the Participant (or Beneficiary), the Participant’s
(or Beneficiary’s) benefit will be paid to the Participant’s Beneficiary or
Beneficiaries as determined under the terms of the Retirement Plan as of the
date of the Participant’s death, but no later than the latest benefit
commencement date with respect to the Participant under the Retirement
Plan.  The designation by a Participant of the 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 unless a
qualified domestic relations order that provides otherwise is received by the
Committee a reasonable time before the benefits commence.

    


    ARTICLE
VIII

    Administration

    


    8.1           Authority of
Committee.  The Committee shall administer this
Plan.  The Committee shall have the full power, authority and
discretion to interpret this Plan and to prescribe, amend and rescind rules and
regulations relating to the administration of this Plan (including, but not
limited to, procedures for submitting distribution election forms and the
designation of beneficiaries), and all such interpretations, rules and
regulations shall be conclusive and binding on all Participants.

    


    8.2           Ability of Committee to
Delegate Authority.  The Committee may employ agents,
attorneys, accountants, or other persons and allocate or delegate to them
powers, rights, and duties all as the Committee determines, in its sole
discretion, may be necessary or advisable to properly carry out the
administration of this Plan.

    


    ARTICLE
IX

    Amendment
or Termination

    


    9.1           Authority to Amend or
Terminate Plan.  The Company intends this Plan to be permanent
but reserves the right to amend or terminate this Plan when, in the sole opinion
of the Company, such amendment or termination is advisable.  Any such
amendment or termination shall be made in accordance with a resolution of the
Board of Directors of the Company.

    


    9.2           Limitations on Amendment and
Termination Authority.  No amendment or termination of this
Plan shall directly or indirectly (a) deprive any current or former Participant
or Beneficiary of all or any portion of any Supplemental Retirement Benefit
which commenced prior to the effective date of such amendment or termination or
(b) reduce any Participant’s Unrestricted Benefit that had accrued as of such
effective date.

    


    ARTICLE
X

    Change
In Control

    


    10.1           Vesting.  Notwithstanding
any provisions of the Plan to the contrary, if a Change in Control, as defined
in Section 10.2, of the Corporation occurs, all Supplemental Retirement Benefits
accrued as of the date of the Change in Control shall be fully vested and
non-forfeitable.

    


    10.2           Definition.  A
“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
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (“Exchange
Act”)), other than any Corporation 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 any employee benefit plan of the Corporation, 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 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 (2⁄3) 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.

    


    For purposes of this Section 10.2,
“Board” shall mean the Board of Directors of the Corporation, and “Director”
shall mean an individual who is a member of the Board.

    


    ARTICLE
XI

    Claims
Procedure

    


    11.1           Procedure for Submitting a
Claim for Benefits.  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 the
      amount calculated to be his or her Supplemental Retirement Benefit is
      inaccurate, may file a written claim signed by the Participant,
      Beneficiary or authorized representative with the Company’s Director -
      Compensation and Executive Benefits, specifying the basis for the
      claim.  The Director - Compensation and Executive Benefits 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 Director - Compensation and Executive Benefits
      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 Director - Compensation and Executive Benefits renders an adverse
      benefit determination under Section 11.1(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 11.2, 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 ERISA,
      following an adverse benefit determination on
  review.

            


    

    


    11.2           Procedure for Appealing an
Adverse Benefit Determination.  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 Plan 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
XII

    Miscellaneous

    


    12.1           No Right of
Employment.  Nothing in this Plan shall interfere with or limit
in any way the right of any Associated Company to terminate any Participant's
employment at any time, nor confer upon a Participant any right to continue in
the employ of the Associated Company.

    


    12.2           Incompetence.  In
the event the Committee, in its sole discretion, shall find that a Participant,
former Participant or Beneficiary is unable to care for his or her affairs
because of illness or accident, or is a minor, or has died, the Committee may
direct that any payment due the Participant or the Beneficiary be paid, unless a
prior claim shall have been made by a duly appointed legal representative, to
the Participant’s Spouse, a child, a parent or other blood relative, or to a
person with whom the Participant resides, and any such payment so made shall be
a complete discharge of the liabilities of the Plan and the Company and the
Associated Company with respect to such Participant or Beneficiary.

    


    12.3           Relationship with Retirement
Plan.  Except as otherwise expressly provided herein, all
terms, conditions and actuarial assumptions of the Retirement Plan applicable to
benefits payable under the terms of the Retirement Plan shall also be applicable
to the Supplemental Retirement Benefits paid under the terms of the
Plan.

    


    12.4           Unsecured General
Creditor.  The Supplemental Retirement Benefits paid under the
Plan shall not be funded, but shall constitute liabilities of the applicable
Associated Company to be paid out of general corporate
assets.  Nothing contained in the Plan shall constitute a guaranty by
any of the Associated Companies or any other entity or person that the assets of
a particular Associated Company will be sufficient to pay any benefit
hereunder.  Participants and their Bene­ficiaries, heirs,
successors and assigns shall have no legal or equitable rights, interests or
claims in any property or assets of an Associated Company.  For
purposes of the payment of benefits under this Plan, any and all of an
Associated Company’s assets shall be, and remain, the general, unrestricted
assets of the Associated Company.  An Associated Company’s obligation
under the Plan shall be merely that of an unfunded and unsecured promise to pay
money in the future.

    


    12.5           Non-Assignability.  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; provided, however, that the Spouse’s or former
Spouse’s benefit will be subject to the automatic cash-out provisions of Section
6.7 as a separate benefit.

    


    12.6           Captions.  The
captions of the articles, sections and paragraphs of this Plan are for
convenience only and shall not control or affect the meaning or construction of
any of its provisions.

    


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

    


    12.8           Validity.  In
case any provision of this Plan shall be illegal or invalid for any reason, the
illegality or invalidity shall not affect the remaining parts of this
Plan.  Instead, this Plan shall be construed and enforced as if such
illegal or invalid provision had never been inserted herein.

    


    12.9           Successors.  The
provisions of this Plan shall bind and inure to the benefit of the Participant's
Employer and its successors and assigns and the Participant and the
Participant's designated Beneficiaries.

    


    12.10         Notice.  Any
notice or filing required or permitted to be given to the Committee under this
Plan shall be sufficient if in writing and hand-delivered, or sent by registered
or certified mail, to the address below:

    


    
      	
              American
      Electric Power Service Corporation

            
	
              Attn:  Executive
      Benefits

            
	
              One
      Riverside Plaza

            
	
              Columbus,
      Ohio  43215

            


    

    


    Such
notice shall be deemed given as of the date of delivery or, if delivery is made
by mail, as of the date shown on the postmark on the receipt for registration or
certification.  Any notice or filing required or permitted to be given
to a Participant under this Plan shall be sufficient if in writing and
hand-delivered, or sent by mail, to the last known address of the
Participant.

     

    12.11          Tax
Withholding.  There shall be deducted from each payment made
under this Plan or any other compensation payable to the Participant (or
Beneficiary) all taxes that are required to be withheld by an Associated Company
in respect to any payment under this Plan.  The Associated Company
shall have the right to reduce any payment (or compensation) by the amount of
cash sufficient to provide the amount of such taxes.

    


    IN WITNESS WHEREOF, the Company has
caused this Plan to be signed by its authorized officer as of this 31st day of
December, 2008.

    


    AMERICAN
ELECTRIC POWER

    SERVICE
CORPORATION

    


    


    


    By: /s/ Genevieve A.
Tuchow        

    Genevieve
A. Tuchow,

    Vice
President – Human Resources