ex10ownershiprequirement.htm


    AMERICAN
ELECTRIC POWER SYSTEM

    STOCK
OWNERSHIP REQUIREMENT PLAN

    


    (As
Amended and Restated Effective January 1, 2008)

    


    


    


    ARTICLE
I

    


    PURPOSE
AND EFFECTIVE DATE

    


    1.1  The Human Resources
Committee (“HRC”) of the Board of Directors of American Electric Power Company,
Inc. believes that it is critical to AEP’s long-term success to effectively
align the long-term financial interests of senior executives with those of AEP’s
shareholders and that an effective alignment is best accomplished by
substantial, long-term stock ownership.  The American Electric Power
System Stock Ownership Requirement Plan (the “Plan”) was established by American
Electric Power Service Corporation (the “Company”) and such subsidiaries of the
Parent Corporation that have Eligible Employees to facilitate the achievement
and maintenance of Minimum Stock Ownership Requirements assigned to Eligible
Employees.

    


    1.2  Except as otherwise
specified herein, the effective date of this Amended and Restated American
Electric Power System Stock Ownership Requirement Plan is January 1, 2008. This
document amends and restates the Plan as most recently amended and restated by a
document that was executed on December 28, 2006.

    


    


    ARTICLE
II

    


    DEFINITIONS

    


    2.1  “Account” means the
separate memo account established and maintained by the Committee (or the
recordkeeper employed by the Company) to record the number of Shares and Share
Equivalents that have been designated in accordance with the terms of this Plan
to satisfy all Minimum Stock Ownership Requirements assigned to a
Participant.

    


    2.2  “AEP” means the Parent
Corporation and its direct and indirect subsidiaries.

    


    2.3  “Annual Incentive
Compensation” means incentive compensation payable pursuant to the terms of an
annual incentive compensation plan approved by the Committee for inclusion in
the Plan, provided that such annual incentive compensation shall be determined
without regard to any salary or wage reductions made pursuant to sections 125 or
402(e)(3) of the Code or participant contributions pursuant to a pay reduction
agreement under the American Electric Power System Supplemental Retirement
Savings Plan, as amended or the American Electric Power System Incentive
Compensation Deferral Plan.  Annual Incentive Compensation will not
include an employee’s base pay, non-annual bonuses (such as but not limited to
project bonuses and sign-on bonuses), severance pay, or relocation
payments.

    


    2.4  ”Applicable Tax
Payments” means the following types of taxes that AEP may withhold and pay that
are applicable to the amount then credited to the Career Share
Account:

    


    
      	
               
      

            	
              (a)

            	
              Federal
      Insurance Contributions Act (FICA) tax imposed under Code Sections 3101,
      3121(a) and 3121(v)(2) (the “FICA
Amount”);

            


    

    


    
      	
               
      

            	
              (b)

            	
              Income
      tax at source on wages imposed under Code Section 3401 or the
      corresponding withholding provisions of applicable state, local and
      foreign tax laws as a result of the payment of the FICA Amount;
      and

            


    

    


    
      	
               
      

            	
              (c)

            	
              The
      additional income tax at source on wages attributable to pyramiding Code
      Section 3401 wages and taxes;

            


    

    


    provided,
however, that the total Applicable Tax Payments may not exceed such limits as
may be applicable to comply with the requirements of Code Section
409A.

    


    2.5  “Career
Share Account” means a separate memo account that is a subset of the Account
that is maintained to identify the Career Share Units used to satisfy a
Participant’s Minimum Stock Ownership Requirements.

    


    2.6  “Career Share Units” or
“Career Shares” means the Share Equivalents tracked in a Participant’s Career
Share Account in order to determine whether and when the Participant has
satisfied his or her Minimum Stock Ownership Requirements.  Phantom
stock units that become earned and vested under the Long-Term Incentive Plan
represent an example of an award that may become Career Shares under the terms
of this Plan.  Career Shares also have been referred to as “Phantom
Stock Units” in Company communications.

    


    2.7  “Claims
Reviewer” means the person or committee designated by the Company (or by a duly
authorized person) as responsible for the review of claims for benefits under
the Plan in accordance with Section 8.1. Until changed, the Claims Reviewer
shall be the Company’s employee who is the head of the Executive Benefits area
of the Human Resources department.

    


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

    


    2.9  “Committee” means the
committee designated by the Company (or by a duly authorized person) as
responsible for the administration of the Plan.  Until changed, the
Committee shall consist of the employees of the Company holding the following
positions: chief executive officer of the Company; head of the Human Resources
department (currently, Vice President Human Resources); the employee to whom the
head of the Human Resources department reports (currently, Senior Vice President
– Shared Services) and the chief financial officer of the
Company.  The Committee may authorize any person or persons to act on
its behalf with full authority in regard to any of its duties and hereunder
other than those set forth in Section 9.2.

    


    2.10  “Common Stock” means
the common stock, $6.50 par value, of the Parent Corporation.

    


    2.11  “Company” means
American Electric Power Service Corporation.

    


    2.12  “Eligible Employee”
means any employee of AEP who is hired into or promoted to a position that is
eligible to be assigned a Minimum Stock Ownership Requirement, and only so long
as a Minimum Stock Ownership Requirement applies.  At the date of
execution of this document, a Minimum Stock Ownership Requirement is assigned to
those employees employed at exempt salary grade 36 or higher.  An
individual who is not directly compensated by AEP or who is not treated by AEP
as an active employee shall not be considered an Eligible Employee.

    


    2.13  First
Date Available” or “FDA” means the last day of the month coincident with or next
following the date that is six (6) months after the date of the Participant’s or
Former Participant’s Termination.

    


    2.14  “Incentive Compensation
Deferral Plan” means the American Electric Power System Incentive Compensation
Deferral Plan, as amended from time to time.

    


    2.15  “Long Term Incentive
Plan” or “LTIP” means the American Electric Power System Long-Term Incentive
Plan, as amended from time to time, including any successor plan or
plans.  The LTIP that is in effect as of the date this Plan is
executed is entitled the “Amended and Restated American Electric Power System
Long-Term Incentive Plan – Approved by Shareholders April 26, 2005 (as amended
through December 12, 2007)”

    


    2.16  “Market
Value” means the closing price of a Share, as published in The Wall Street Journal
report of the New York Stock Exchange – Composite Transactions on the date in
question or, if the Share shall not have been traded on such date or if the New
York Stock Exchange is closed on such date, then the first day prior thereto on
which the Common Stock was so traded.

    


    2.17  “Minimum Stock
Ownership Requirement” or “MSOR” means the targeted aggregate number of Shares
and Share Equivalents specified under the terms of this Plan as applicable to
the Participant.  Participants may be assigned multiple minimum stock
ownership requirements.  Any MSOR assigned to a Participant shall no
longer be applicable to such Participant after the date of the Participant’s
Termination.

    


    2.18  “MSOR Window Period”
means the period that begins as of the date a particular MSOR is effective with
respect to an Eligible Employee (or Participant, with regard to any increase in
his or her MSOR) and ends on the five (5) year anniversary of that
date.

    


    2.19  “Next Date Available”
or “NDA” means the June 30 of the calendar year immediately following the
calendar year in which falls the Participant’s Termination.

    


    2.20  “Parent Corporation”
means American Electric Power Company, Inc., a New York corporation, and any
successor thereto.

    


    2.21  “Participant” is
defined in Article IV.

    


    2.22  “Performance-Based
Compensation” has the meaning set forth in Section 409A(a)(4)(B)(iii) of the
Code.

    


    2.23  “Performance Shares”
means performance shares or performance share units (or other similar types of
equity incentive compensation) awarded under the American Electric Power System
Performance Share Incentive Plan or the Long-Term Incentive
Plan.  Reference in this Plan to the “12/10/2003 Performance Share
Awards” shall be deemed to refer to the Performance Shares that were issued with
a grant date of December 10, 2003 and subject to a performance period from
December 10, 2003 through December 31, 2004.

    


    2.24  “Phantom Stock Units”
are also referred to as “Career Shares.”  See definition of “Career
Share Units,” above.

    


    2.25  “Plan
Year” means the twelve-month period commencing each January 1 and ending the
following December 31.

    


    2.26  “Share” means a share
of common stock of the Parent Corporation, and includes, but is not limited to,
such shares as may be purchased directly by or for the Participant or through
the American Electric Power Company, Inc. Dividend Reinvestment and Direct Stock
Purchase Plan or issued in connection with the Participant’s performance of
services for AEP, such as pursuant to the American Electric Power System
Long-Term Incentive Plan.

    


    2.27  “Share Equivalent” is
determined by reference to the amount credited to the Participant’s Career Share
Account under this Plan and to the Participant’s AEP Stock Fund accounts
maintained in connection with the American Electric Power System Retirement
Savings Plan, the American Electric Power System Supplemental Retirement Savings
Plan, and the American Electric Power System Incentive Compensation Deferral
Plan.  No certificates shall have been issued with respect to such
Share Equivalents.

    


    (a)           To
the extent that the amount credited under these arrangements are not otherwise
reported under the terms of the applicable plan as a number of shares of Common
Stock, the number of Share Equivalents attributable to such amount shall be
determined by dividing the dollar amount so credited by the Market Value of a
Share determined as of the applicable valuation date; provided that effective
beginning May 1, 2008, the number of Share Equivalents attributable to such
amount shall be determined by

    


    
      	
               
      

            	
              (i)

            	
              multiplying
      the dollar amount credited to such AEP Stock Fund under the Plan by the
      Dilution Percentage with respect to that fund as of the applicable
      valuation date; then

            


    

    


    
      	
               
      

            	
              (ii)

            	
              dividing
      the product in (i) by the Market Value of a Share determined as of the
      applicable valuation date.

            


    

     

    (b)           For
purposes of this Section, the “Dilution Percentage” applicable to a plan’s AEP
Stock Fund shall be determined by

    


    
      	
               
      

            	
              (i)

            	
              dividing
      the aggregate Market Value of the Shares held by the fund (or, with
      respect to the phantom AEP Stock Fund that is maintained with respect to
      the American Electric Power System Supplemental Retirement Savings Plan
      and the American Electric Power System Incentive Compensation Deferral
      Plan, by the actual fund to which such phantom fund is tied – currently,
      the AEP Stock Fund under the American Electric Power System Retirement
      Savings Plan); by

            


    

    


    
      	
               
      

            	
              (ii)

            	
              the
      value of all of the assets held in that fund (or such fund to which a
      phantom fund is tied) as of the applicable valuation
  date.

            


    

    


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

    


    2.29  “Vested” or “Earned and
Vested” means, for purposes of this Plan, that the Shares or Share Equivalents
credited to the Participant have become both objectively determinable and no
longer subject to a substantial risk of forfeiture.

    


    2.30  “2006 Distribution
Election Period” means the period or periods designated by the Committee during
which Participants (or Former Participants) are given the opportunity to select
among the distribution options set forth in Article VII, provided that any such
period shall end no later than December 31, 2006.

    


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

    


    


    ARTICLE
III

    


    ADMINISTRATION

    


    3.1  The
Plan shall be administered by the Committee.  The Committee shall have
full discretionary power and authority (i) to administer and interpret the terms
and conditions of the Plan and (ii) to establish reasonable procedures with
which Participants, Former Participant and beneficiaries must comply to exercise
any right or privilege established hereunder.  The rights and duties
of the Participants and all other persons and entities claiming an interest
under the Plan shall be subject to, and bound by, actions taken by or in
connection with the exercise of the powers and authority granted under this
Article.

    


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

    


    3.3  The
Company shall maintain, or cause to be maintained, records showing the
individual balances in each Participant’s Account, including each Participant’s
Career Share Account.  Statements setting forth the value of the
amount credited to the Participant's Account shall be made available to each
Participant no less often than once per year.  The maintenance of the
Account records and the distribution of statements may be delegated to a
recordkeeper by either the Company or the Committee.

    


    


    ARTICLE
IV

    


    PARTICIPATION

    


    An Eligible Employee shall become a
Participant as of the date that the Eligible Employee is first assigned a
Minimum Stock Ownership Requirement.

    


    


    ARTICLE
V

    


    SATISFACTION
OF MINIMUM STOCK OWNERSHIP REQUIREMENT

    


    5.1  Accounts.  The
Committee shall establish and maintain an Account for each Participant that will
record the number of Shares and Share Equivalents that have been designated in
accordance with the terms of this Plan to satisfy the Minimum Stock Ownership
Requirement applicable to such Participant.

    


    5.2  Share Commitment Designated
by Participant.

    


    (a)           A
Participant may from time to time designate that certain Shares or Share
Equivalents that are owned by the Participant or otherwise credited to the
Participant be credited to the Account of such Participant.  A
Participant shall be permitted to so designate any Shares or Share Equivalents
only to the extent the following requirements have been satisfied:

    


    
      	
              (i)  

            	
              The
      Shares or Share Equivalents have been earned by the Participant, if
      applicable;

            


    

    


    
      	
              (ii)  

            	
              The
      Shares or Share Equivalents are then
Vested;

            


    

    


    
      	
              (iii)  

            	
              The
      Shares or Share Equivalents are not automatically allocated to the
      Participant’s Career Share Account pursuant to Section 5.3, below;
      and

            


    

    


    
      	
              (iv)  

            	
              The
      Shares or Share Equivalents are not encumbered, pledged or hypothecated in
      any way.

            


    

    


    (b)           Any
designation made by a Participant under this Section shall be made in writing
and in a form that is satisfactory to the Committee.

    


    5.3  Accrual of Career
Shares.

    


    (a)           Determination
Date.  For purposes of this Section 5.3, the term
“Determination Date” means

    


    
      	
               
      

            	
              (i)

            	
              the
      date that is six months prior to the end of the performance period, with
      respect to an award of Performance Shares that qualifies as
      Performance-Based Compensation and that is based on services performed
      over a period of at least 12 months;
or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              the
      June 30 that falls within the calendar year to which Annual Incentive
      Compensation relates (or the date six months prior to the end of the
      performance period, with respect to Annual Incentive Compensation that is
      not based on a calendar year), provided that such Annual Incentive
      Compensation qualifies as Performance-Based Compensation that is based on
      services performed over a period of at least 12 months;
  or

            


    

    


    
      	
               
      

            	
              (iii)

            	
              to
      the extent that the awarded Performance Shares or the Annual Incentive
      Compensation are not Performance-Based Compensation that is based on
      services performed over a period of at least 12 months, the later of (A)
      the December 31 immediately prior to the year in which the services on
      which the Performance Shares or Annual Incentive Compensation is based are
      to be performed, or (B) the date the Participant first became an Eligible
      Employee.

            


    

    


    (b)           Participant Has Not Satisfied
MSOR.

    


    
      	
               
      

            	
              (i)

            	
              If
      a Participant has not satisfied all applicable Minimum Stock Ownership
      Requirements on or before a Determination Date applicable to Performance
      Shares that have been awarded to such Participant, the Participant’s
      Career Share Account shall be credited with the number of Shares or Share
      Equivalents that become Earned and Vested (reduced, however, to the extent
      of any Applicable Tax Payments) for the Participant as a result of the
      award of such Performance Shares.  Notwithstanding the foregoing
      provisions of this paragraph (i), effective for Determination Dates
      occurring on or after May 1, 2008, the number of Shares or Share
      Equivalents so credited to the Participant’s Career Share Account shall be
      limited to that number needed to satisfy the Participant’s MSOR, and the
      balance, if any, of such Earned and Vested Performance Shares shall be
      administered without regard to the provisions of this Plan.  For
      this purpose, the number of Shares or Share Equivalents needed to satisfy
      the Participant’s MSOR shall be determined by reference to the highest
      MSOR that is applicable to such Participant as of the Determination Date
      with respect to such Performance
Shares:

            


    

    


    
      	
               
      

            	
              (A)

            	
              after
      taking into account

            


    

    


    
      	
               
      

            	
              (1)

            	
              Shares
      or Share Equivalents that are credited to the Participant’s Account
      pursuant to the Participant’s designation under Section 5.2 no later than
      such Determination Date;

            


    

    


    
      	
               
      

            	
              (2)

            	
              the
      Share Equivalents that are credited to the Participant’s Career Share
      Account as of such Determination Date;
and

            


    

    


    
      	
               
      

            	
              (3)

            	
              the
      Share Equivalents attributable to reinvested dividends through the date
      such Performance Shares become Earned and Vested, but only to the extent
      such reinvested dividends are attributable to the Share Equivalents that
      were credited to the Participant’s Career Share Account as of such
      Determination Date; but

            


    

    


    
      	
               
      

            	
              (B)

            	
              Disregarding
      the Share Equivalents that may be credited to such Participant’s Career
      Share Account pursuant to this subsection 5.3(b)(i) [with regard to
      Performance Shares] or subsection 5.3(b)(ii), below [with regard to Annual
      Incentive Compensation], that
either

            


    

    


    
      	
               
      

            	
              (1)

            	
              has
      a Determination Date that is after the Determination Date for such
      Performance Shares; or

            


    

    


    
      	
               
      

            	
              (2)

            	
              has
      not become Earned and Vested as of the date such Performance Shares become
      Earned and Vested.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              If
      a Participant has not satisfied all applicable Minimum Stock Ownership
      Requirements on or before a Determination Date that both is applicable to
      Annual Incentive Compensation and falls after the last day of the final
      year of the Participant’s MSOR Window Period, the Participant’s Career
      Share Account shall be credited with the number of Shares or Share
      Equivalents, as appropriate, attributable to 25% (50%, effective beginning
      January 1, 2006) of the Annual Incentive Compensation that becomes Earned
      and Vested for the Participant as a result of the approval of such Annual
      Incentive Compensation. Notwithstanding the foregoing provisions of this
      paragraph (ii), effective for Determination Dates occurring on or after
      May 1, 2008, the number of Shares or Share Equivalents so credited to the
      Participant’s Career Share Account shall be limited to the lesser of 50%
      of the Annual Incentive Compensation that becomes Earned and Vested for
      the Participant or the number needed to satisfy the Participant’s MSOR,
      and the balance, if any, of such Earned and Vested Annual Incentive
      Compensation shall be administered without regard to the provisions of
      this Plan.  For this purpose, the number of Shares or Share
      Equivalents needed to satisfy the Participant’s MSOR shall be determined
      by reference to the highest MSOR that is applicable to such Participant as
      of the Determination Date with respect to such Annual Incentive
      Compensation,

            


    

    


    
      	
               
      

            	
              (A)

            	
              after
      taking into account,

            


    

    


    
      	
               
      

            	
              (1)

            	
              The
      Shares or Share Equivalents that are credited to the Participant’s Account
      pursuant to the Participant’s designation under Section 5.2 no later than
      such Determination Date;

            


    

    


    
      	
               
      

            	
              (2)

            	
              the
      Share Equivalents that are credited to the Participant’s Career Share
      Account as of such Determination
Date;

            


    

    


    
      	
               
      

            	
              (3)

            	
              the
      Share Equivalents attributable to reinvested dividends through the date
      such Annual Incentive Compensation becomes Earned and Vested, but only to
      the extent such reinvested dividends are attributable to the Share
      Equivalents that were credited to the Participant’s Career Share Account
      as of such Determination Date; but

            


    

    


    
      	
               
      

            	
              (B)

            	
              Disregarding
      the Share Equivalents that may be credited to such Participant’s Career
      Share Account pursuant to subsection 5.3(b)(i), above [with regard to
      Performance Shares], or this subsection 5.3(b)(ii) [with regard to Annual
      Incentive Compensation], that
either

            


    

    


    
      	
               
      

            	
              (1)

            	
              has
      a Determination Date that is after the Determination Date for such Annul
      Incentive Compensation; or

            


    

    


    
      	
               
      

            	
              (2)

            	
              has
      not become Earned and Vested as of the date such Annual Incentive
      Compensation becomes Earned and
Vested.

            


    

    


    
      	
               
      

            	
              (iii)

            	
              The
      Share Equivalents that are disregarded pursuant to subparagraph
      5.3(b)(i)(B) or subparagraph 5.3(b)(ii)(B) may include those attributable
      to Performance Shares or Annual Incentive Compensation that had become
      Earned and Vested and thereupon credited to such Participant’s Career
      Share Account, and as a result, such Career Share Account may be credited
      with Share Equivalents in excess of the number actually needed to satisfy
      the highest MSOR that is applicable to such Participant as of the
      applicable Determination Date.

            


    

    


    
      	
               
      

            	
              (iv)

            	
              If
      the same Determination Date applies to more than one award of Performance
      Shares, Annual Incentive Compensation or both for a particular
      Participant, and such awards also become Earned and Vested as of the same
      date, the following priority shall be used in determining which award (or
      portion thereof) shall be credited to the Participant’s Career Share
      Account:

            


    

    


    
      	
               
      

            	
              (A)

            	
              First,
      Share Equivalents attributable to Performance Shares shall be credited
      before those attributable to Annual Incentive Compensation;
      then

            


    

    


    
      	
               
      

            	
              (B)

            	
              Share
      Equivalents attributable to awards of the same type shall be credited in
      the same order in which they were initially
  granted.

            


    

    


    
      	
               
      

            	
              (v)

            	
              A
      Participant’s Career Share Account shall be credited to the extent
      otherwise described in this Section 5.3(b) even if the Participant shall
      have satisfied all applicable MSOR or shall have ceased to remain an
      Eligible Employee during the period between the Determination Date and the
      date the Performance Shares or Annual Incentive Compensation are Earned
      and Vested.  However, if a Participant shall have no MSOR as of
      an applicable Determination Date by reason of the Participant’s having
      ceased to remain an Eligible Employee, the payment or deferral of the
      amounts that become payable to the Participant relative to Annual
      Incentive Compensation or as a result of an award of Performance Shares to
      which such Determination Date applies shall be determined in accordance
      with other plans and programs as may apply, including, for example, the
      Incentive Compensation Deferral
Plan.

            


    

    


    (c)           Participant Has Satisfied
MSOR.  If a Participant has satisfied his or her MSOR on or
before the applicable Determination Date, the payment or deferral of the amounts
that become payable to the Participant relative to Annual Incentive Compensation
or as a result of an award of Performance Shares shall be determined in
accordance with other plans and programs as may apply, including, for example,
the Incentive Compensation Deferral Plan.

    


    5.4  Holding Requirement For
Exercised Stock Options.  If a Participant has not satisfied
the applicable MSOR on or before the close of the related MSOR Window Period,
then, the Participant shall be required to retain until Termination all Shares
acquired through stock options exercised by the Participant between the date
immediately following the close of such MSOR Window Period until the date the
Participant has satisfied such MSOR; provided, however, the Participant shall be
permitted to cause the sale of such Shares as would allow the Participant to
cover the costs and applicable taxes directly associated with such
exercises.  However, the retention requirement set forth in this
Section 5.4 shall not apply once and so long as the Participant has no MSOR by
reason of the Participant’s having ceased to remain an Eligible
Employee.

    


    


    ARTICLE
VI

    


    CAREER
SHARE ACCOUNT

    DIVIDENDS
AND ADJUSTMENTS

    


    6.1  Reinvestment of
Dividends.  Effective on each dividend payment date with
respect to the Common Stock, the Career Share Account of a Participant shall be
credited with an additional number of whole and fractional Share Equivalents,
computed to three decimal places, equal to the product of the dividend per share
then payable, multiplied by the number of Share Equivalents then credited to
such Career Share Account, divided by the Market Value on the dividend payment
date.

    


    6.2  Adjustments.  The
number of Share Equivalents credited to a Participant’s Career Share Account
shall be appropriately adjusted for any change in the Common Stock by reason of
any merger, reclassification, consolidation, recapitalization, stock dividend,
stock split or any similar change affecting the Common Stock.

    


    


    ARTICLE
VII

    


    CAREER
SHARE ACCOUNT

    DISTRIBUTIONS

    


    7.1  Upon a Participant’s
Termination for any reason, the Company shall cause the Participant to be paid
the full amount credited to his or her Career Share Account in accordance with
the following rules:

    


    (a)           Medium of
Payment.  Effective beginning June 1, 2008, Payments shall be
made in cash; provided that effective prior to June 1, 2008, payments had been
permitted in cash, shares of Common Stock, or a combination of both as elected
by the Participant on a form that is acceptable to the Company and submitted
within a reasonable period of time before the distribution was scheduled to
commence.  .  Cash payments of Career Shares shall be
calculated on the basis of the average of the Fair Market Value of the Common
Stock for the last 20 trading days prior to the applicable distribution date
(i.e., the Participant’s date of Termination, deferred distribution date,
respective installment payment dates or the date of the Participant’s death, as
the case may be).

    


    (b)           Timing and Form of
Distribution.  Except as otherwise provided in Section 7.2, the
following rules shall apply with regard to the timing and form of the
distributions to be made from the Participant’s Career Share
Account:

    


    
      	
               
      

            	
              (1)

            	
              Form of
      Distribution.  The Company shall cause the Participant to
      be paid the full amount credited to his or her Active Career Share Account
      in accordance with his or her effective election in one of the following
      forms:

            


    

    


    
      	
               
      

            	
              (A)

            	
              A
      single lump sum distribution

            


    

    


    
      	
               
      

            	
              (i)

            	
              as
      of the First Date Available; or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              as
      of the Next Date Available; or

            


    

    


    
      	
               
      

            	
              (iii)

            	
              as
      of the fifth anniversary of the First Date Available;
  or

            


    

    


    
      	
               
      

            	
              (iv)

            	
              as
      of the fifth anniversary of the Next Date Available;
  or

            


    

    


    
      	
               
      

            	
              (B)

            	
              In
      five (5) annual installments
commencing

            


    

    


    
      	
               
      

            	
              (i)

            	
              as
      of the First Date Available; or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              as
      of the Next Date Available; or

            


    

    


    
      	
               
      

            	
              (iii)

            	
              as
      of the fifth anniversary of the First Date Available;
  or

            


    

    


    
      	
               
      

            	
              (iv)

            	
              as
      of the fifth anniversary of the Next Date Available;
  or

            


    

    


    
      	
               
      

            	
              (C)

            	
              In
      ten (10) annual installments
commencing.

            


    

    


    
      	
               
      

            	
              (i)

            	
              as
      of the First Date Available; or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              as
      of the Next Date Available.

            


    

    


    
      	
               
      

            	
              (2)

            	
              Effective
      Election.  For this purpose, a Participant’s election
      with respect to the distribution of his or her Career Share Account shall
      not be effective unless all of the following requirements are
      satisfied.

            


    

    


    
      	
               
      

            	
              (A)

            	
              The
      election is submitted to the Company in writing in a form determined by
      the Committee to be acceptable;

            


    

    


    
      	
               
      

            	
              (B)

            	
              The
      election is submitted timely.  For purposes of this paragraph, a
      distribution election will be considered “timely” only if it is submitted
      prior to the Participant’s Termination and it satisfies the requirements
      of (i), (ii) or (iii), below, as may be
  applicable:

            


    

    


    
      	
               
      

            	
              (i)

            	
              Submitted
      no later than the first Determination Date after June 30, 2006 with
      respect to a Participant who had neither a 12/10/2003 Performance Share
      Award nor any amount credited to his Career Share Account as of June 30,
      2006; or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Submitted
      during a 2006 Distribution Election Period that is applicable to the
      Participant, but only with regard to the distribution election form last
      submitted by such Participant before the expiration of that period;
      or

            


    

    


    
      	
               
      

            	
              (iii)

            	
              If
      the Participant is submitting the election to change the timing or form of
      distribution that is then in effect with respect to the Participant’s
      Career Share Account other than an effective distribution election
      submitted as part of the 2006 Distribution Election Period, such election
      must be submitted at least one year prior to the date of the Participant’s
      Termination.

            


    

    


    
      	
               
      

            	
              (C)

            	
              If
      the Participant is submitting the election pursuant to paragraph
      (b)(2)(B)(iii) to change the timing or form of distribution that is then
      in effect with respect to the Participant’s Career Share Account (i.e.,
      the Participant is not submitting an election with his initial applicable
      Determination Date [(B)(i)] nor during the applicable 2006 Distribution
      Election Period [(B)(ii)], the newly selected option must result in the
      further deferral of the first scheduled payment by at least 5
      years.  For purposes of compliance with the rule set forth in
      Section 409A(a) of the Code (and the regulations issued thereunder), each
      distribution option described in Section 7.1(b)(1) shall be treated as a
      single payment as of the first scheduled payment
  date.

            


    

    


    
      	
               
      

            	
              (D)

            	
              If
      the Participant is submitting the election pursuant to paragraph
      (b)(2)(B)(ii) to change the timing or form of distribution that is then in
      effect with respect to the Participant’s Career Share Account, the newly
      selected option may not defer payments that the Participant would have
      received in 2006 if not for the new distribution election nor cause
      payments to be made in 2006 if not for the new distribution
      election.

            


    

    


    
      	
               
      

            	
              (3)

            	
              For
      purposes of this Section 7.1(b), if a Participant’s effective distribution
      election form was submitted using the options that had been made available
      under the Plan as in effect prior to January 1, 2005 [i.e., as either (A)
      a single lump-sum payment, or in annual installment payments over not less
      than two nor more than ten years; (B) commencing within 60 days after the
      date of the Participant’s Termination or the first, second, third, fourth
      or fifth anniversary of the Participant’s Termination],
    then:

            


    

    


    
      	
               
      

            	
              (A)

            	
              If
      the Participant’s Termination occurs prior to the expiration of the 2006
      Distribution Election Period last applicable to the Participant, the
      Participant’s effective distribution election form shall be given full
      effect.  Solely for purposes of this paragraph (3)(A), a
      participant’s distribution election form shall be considered effective
      notwithstanding the requirement of Section 7.1(b)(2)(B)(iii) (which
      requires that a form be submitted at least one year prior to the date of
      the Participant’s Termination), provided that such form had become
      effective prior to the Participant’s Termination in accordance with the
      terms applicable to such election form at the time it was submitted by the
      Participant; and

            


    

    


    
      	
               
      

            	
              (B)

            	
              If
      the Participant’s Termination occurs after the expiration of the last
      applicable 2006 Distribution Election Period, the Participant shall be
      considered to have elected the corresponding option as set forth in
      Schedule A attached to this Plan.

            


    

    


    
      	
               
      

            	
              (4)

            	
              If
      the provisions of Section 7.1(b)(3) are not applicable to a Participant
      and the Participant fails to submit an effective distribution election
      with regard to his Career Share Account that satisfies the requirements of
      Section 7.1(b)(2)(B)(i) (by his initial applicable Determination Date) or
      Section 7.1(b)(2)(B)(ii) (during an applicable 2006 Distribution Election
      Period), as applicable, by such Determination Date or the last day of the
      2006 Distribution Election Period, respectively, such Participant shall be
      considered to have elected a distribution of his or her Career Share
      Account in a single lump sum as of the First Date
    Available.

            


    

    


    
      	
               
      

            	
              (5)

            	
              If
      an annual installment option is selected, the amount to be distributed in
      any one-year shall be determined by dividing the Participant’s Career
      Share Account Balance by the number of years remaining in the elected
      distribution period.

            


    

    


    7.2           Events Affecting Timing or
Amount of Distributions.

    


    (a)           “Election” To Accelerate Payment of
Career Shares Attributable to 12/10/2003 Performance Share
Award.  Notwithstanding any provision of Section 7.1 to the
contrary, if a Participant had not satisfied his or her MSOR on or before June
30, 2004 (the Determination Date applicable to the 12/10/2003 Performance Share
Awards), but as of June 30, 2006 either (i) does satisfy his or her applicable
MSOR(s) or (ii) has no applicable MSOR because the participant is longer an
Eligible Employee, the Participant will be deemed to have elected as of June 30,
2006 a lump sum payment with respect to the Share or Share Equivalents that
would have been credited to the Participant’s Career Share Account as a result
of the 12/10/2003 Performance Share Award.  Such payment shall be made
as of the date that the 12/10/2003 Performance Share Awards otherwise would have
become payable if the Participant were not a participant in this
Plan.

    


    (b)           Special
Considerations.  Notwithstanding any provision of this Article
to the contrary,

    


    
      	
               
      

            	
              (1)

            	
              Limited Cashout
      - if the Participant’s Career Share Account is $10,000 or less on the
      Participant’s First Date Available (or, if the Participant is not a Key
      Employee, on the last day of the month coincident with or next following
      the date that is one (1) month after the date of the Participant’s
      Termination) (called the “Cashout Date”), the Committee may require that
      the full value of the Participant’s Career Share Account be distributed as
      of the Cashout Date 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,

            


    

    


    
      	
               
      

            	
              (2)

            	
              Avoid
      Violations - payment to a Participant will be delayed at any time
      that the Company 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 Company reasonably anticipates that the making of such
      payment will not cause such
violation.

            


    

    


    


    ARTICLE
VIII

    


    BENEFICIARIES

    


    8.1  Each Participant may
designate a beneficiary or beneficiaries who shall receive the balance of the
Participant's Career Share Account if the Participant dies prior to the complete
distribution of the Participant's Career Share Account.  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 form prescribed by the Committee.  A
beneficiary 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 a beneficiary form is received by the Committee, any changes
made on a form received thereafter will not be given any effect.  If a
Participant fails to designate a beneficiary, or if all beneficiaries named by
the Participant do not survive the Participant, the Participant’s Career Share
Account will be paid to the Participant’s estate.  Unless clearly
specified otherwise in an applicable court order presented to the Committee
prior to the Participant’s death, the designation of a 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.

    


    8.2  Distribution
to a Participant’s beneficiary shall be in the form of a single lump-sum payment
within 60 days after the Committee makes a final determination as to the
beneficiary or beneficiaries entitled to receive such distribution.

    


    


    ARTICLE
IX

    


    CLAIMS
PROCEDURE

    


    9.1  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 amounts
credited to his or her Account are inaccurate, may file a written claim signed
by the Participant, beneficiary or authorized representative with the Claims
Reviewer, specifying the basis for the claim.  The Claims Reviewer
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 Claims Reviewer 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 Claims Reviewer renders an adverse benefit determination under Section
8.1(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 9.2, 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 the
      Employee Retirement Income Security Act of 1974, as amended, following an
      adverse benefit determination on
review.

            


    

    


    9.2  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 Committee 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
X

    


    MISCELLANEOUS
PROVISIONS

    


    10.1  Each Participant agrees
that as a condition of participation in the Plan, the Company may withhold
applicable federal, state and local taxes, Social Security taxes and Medicare
taxes from any deferral and distribution hereunder to the extent that such taxes
are then payable.

    


    10.2  In the event the
Committee, in its sole discretion, shall find that a Participant or beneficiary
is unable to care for his or her affairs because of illness or accident, the
Committee may direct that any payment due the Participant or the beneficiary be
paid to the duly appointed personal representative of the Participant or
beneficiary, and any such payment so made shall be a complete discharge of the
liabilities of the Plan and the Company with respect to such Participant or
beneficiary.

    


    10.3  The Company intends to
continue the Plan indefinitely but reserves the right, in its sole discretion,
to modify the Plan from time to time, or to terminate the Plan entirely or to
direct the permanent discontinuance or temporary suspension of deferral
contributions under the Plan; provided that no such modification, termination,
discontinuance or suspension shall reduce the benefits accrued for the benefit
of any Participant or beneficiary under the Plan as of the date of such
modification, termination, discontinuance or suspension.

    


    10.4  Nothing in the Plan
shall interfere with or limit in any way the right of AEP to terminate any
Participant’s employment at any time, or confer upon a Participant any right to
continue in the employ of AEP.

    


    10.5  The Company intends the
following with respect to this Plan: (1) Section 451(a) of the Code would apply
to the Participant's recognition of gross income as a result of participation
herein; (2) the Participants will not recognize gross income as a result of
participation in the Plan unless and until and then only to the extent that
distributions are received; (3) the Company will not receive a deduction for
amount credited to any Account unless and until and then only to the extent that
amounts are actually distributed; (4) the provisions of Parts 2, 3, and 4 of
Subtitle B of Title I of ERISA shall not be applicable; and (5) the design and
administration of the Plan are intended to comply with the requirements of
Section 409A of the Code, to the extent such section is effective and applicable
to amounts deferred hereunder.  However, no Eligible Employee,
Participant, beneficiary or any other person shall have any recourse against the
Corporation, the Company, the Committee or any of their affiliates, employees,
agents, successors, assigns or other representatives if any of those conditions
are determined not to be satisfied.

    


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

    


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

    


    


    American
Electric Power Service Corporation has caused this amendment and restatement of
the American Electric Power System Stock Ownership Requirement Plan to be signed
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