Unassociated Document


    AMERICAN
ELECTRIC POWER SYSTEM

    SUPPLEMENTAL
RETIREMENT SAVINGS PLAN

    


    (As
Amended and Restated Effective January 1, 2008)

    


    


    ARTICLE
I

    


    PURPOSES
AND EFFECTIVE DATE

    


    1.1  The American Electric
Power System Supplemental Retirement Savings Plan was established to provide to
eligible employees a tax-deferred savings opportunity otherwise not available to
them under the terms of the American Electric Power System Retirement Savings
Plan because of contribution restrictions imposed by the Internal Revenue
Code.

    


    1.2  The original effective
date of the American Electric Power System Supplemental Retirement Savings Plan
is January 1, 1994.  The Plan was most recently amended and restated
effective January 1, 2005 pursuant to a document that was signed on December 28,
2006.  Except as otherwise specified herein, the effective date of
this Amended and Restated American Electric Power System Supplemental Retirement
Savings Plan is January 1, 2008. This amended and restated Plan continues to
apply to all deferrals of compensation made under the Plan, unless specifically
provided otherwise herein.

    


    


    ARTICLE
II

    


    DEFINITIONS

    


    2.1  “Account” means the
separate memo account established and maintained by the Company or the
recordkeeper employed by the Company to record Contributions allocated to a
Participant's Account and to record any related Investment Income on the Fund or
Funds selected by the Participant. The portion of the Account attributable to
Compensation earned and vested prior to January 1, 2005 (excluding, for this
purpose incentive compensation attributable to 2004 that was subject to
discretionary adjustment and first available for payment subsequent to December
31, 2004) shall be referred to as the Participant’s “Legacy SRSP Account
Balance.” The portion of the Account attributable to Compensation other than
that described in the immediately preceding sentence shall be referred to as the
Participant’s “Active SRSP Account Balance.”

    


    2.2  “Applicable Federal
Rate” means 120% of the applicable federal long-term rate, with monthly
compounding (as prescribed under Section 1274(d) of the Code), published for the
December immediately prior to the Plan Year.

    


    2.3  “Claims Reviewer” means
the person or committee designated by American Electric Power Service
Corporation (or by a duly authorized person) as responsible for the review of
claims for benefits under the Plan in accordance with Section 7.1. Until
changed, the Claims Reviewer shall be the Director – Compensation and Executive
Benefits.

    


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

    


    2.5  “Committee” means the
committee designated by American Electric Power Service Corporation (or by a
duly authorized person) as responsible for the administration of the
Plan.

    


    2.6  “Company”
means the American Electric Power Service Corporation and its subsidiaries and
affiliates.

    


    2.7  “Company Contributions”
means the matching contributions made by the Company pursuant to section
3.2.

    


    2.8  “Compensation” means the
sum of a Participant's regular base salary or wage including any salary or wage
reductions made pursuant to sections 125 and 402(e)(3) of the Code and
contributions to this Plan, overtime pay and incentive compensation paid
pursuant to the terms of annual incentive compensation plans up to a Plan Year
maximum of two million dollars ($2,000,000), but effective only with respect to
such sums paid on or after September 1, 2004,1 provided that Compensation shall not include
non-annual bonuses (such as but not limited to project bonuses and sign-on
bonuses), severance pay, relocation payments, or any other form of additional
compensation that is not considered to be part of base salary, base wage,
overtime pay or annual incentive compensation.  For this purpose,
safety focus payouts shall be considered paid pursuant to the terms of an annual
incentive plan, although such payouts may be determined and paid on a quarterly
basis.  Notwithstanding anything stated in the preceding sentences to
the contrary, Compensation shall be determined  after any deferral thereof
pursuant to the American Electric Power System Stock Ownership Requirement Plan,
as amended, or pursuant to a pay reduction agreement under the American Electric
Power System Incentive Compensation Deferral Plan, as
amended.  

    


    2.9  “Contributions” means,
as the context may require, Participant Contributions and Company
Contributions.

    


    2.10  “Corporation” means the
American Electric Power Company, Inc., a New York corporation.

    


    2.11  “Eligible Employee”
means any employee of the Company who is designated by the Company as eligible
to participate in this Plan, provided that effective for deferral election
periods that begin after June 1, 2005, such employee must be employed at exempt
salary grade 28 or higher.  Individuals not directly compensated by
the Company or who are not treated by the Company as an active employee shall
not be considered Eligible Employees.

    


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

    


    2.13 “Executive Officer” means
Participant who, with respect to AEP, is subject to the disclosure requirements
set forth in Section 16 of the Securities Exchange Act of 1934, as
amended.

    


    2.14  “First
Date Available” or “FDA” means (a) with respect to Key Employees, 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; and (b)
with respect to all other Participants and Former Participants, 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; provided, however, that the FDA with
respect to an Executive Officer shall be no earlier than the December 31 of the
calendar year of such Executive Officer’s Termination.

    


    2.15  “Former Participant”
means a Participant whose employment has Terminated or a Participant who is no
longer an Eligible Employee, but whose Account has a balance greater than
zero.

    


    2.16  “Fund” means, except as
the Committee may otherwise specify, the Interest Bearing Account and the investment options
made available to participants in the Savings Plan, as revised from time to
time.  The investment options under the Savings Plan were revised
effective on or about July 5, 2006 in connection with a transition of the
recordkeeping and trustee services from Fidelity Management Trust Company to
affiliates of JP Morgan Chase Bank, NA.  The investments made
available through the self-directed brokerage account option thereupon being
offered under the Savings Plan shall not be available to Participants in this
Plan.

    


    2.17  “Investment Income”
means with respect to Participant Contributions and Company Contributions the
earnings, gains and losses that would be attributable to the investment of such
Contributions in a Fund or Funds.

    


    2.18  “Interest Bearing
Account” means an investment option to be made available to Participants in this
Plan in which the Contributions attributed to this option are credited with
interest at the Applicable Federal Rate.

    


    2.19  “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.

    


    2.20  “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.

    


    2.21  “Participant” means an
Eligible Employee who elects to defer part or all of his or her Incentive
Compensation.  Except to the extent otherwise specified in this Plan,
references to a Participant shall be considered to include a Former
Participant.

    


    2.22  “Participant
Contributions” means contributions made by the Participant pursuant to an
executed Pay Reduction Agreement subject to the Participant Contribution limits
contained in Article III.

    


    2.23  “Pay Reduction
Agreement” means an agreement between the Company and the Participant in which
the Participant irrevocably elects to reduce his or her Compensation for the
Plan Year and the Company agrees to treat the amount of the Compensation
reduction as a Participant Contribution to this Plan.

    


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

    


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

    


    2.26  “Savings Plan” means
the American Electric Power System Retirement Savings Plan, a plan intended to
be qualified under section 401(a) of the Code, as amended from time to
time.

    


    2.27  “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).

    


    2.28  “2005 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 V, provided that any such
period shall end no later than December 31, 2005.

    


    2.29  “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 V,
provided that any such period shall end no later than December 31,
2006.

    


    


    ARTICLE
III

    


    PARTICIPATION

    


    3.1  An Eligible Employee
shall become a Participant by timely submitting a Pay Reduction Agreement during
an applicable deferral election period to defer part of the Eligible Employee’s
Compensation to which such election relates. The Pay Reduction Agreement shall
be in such form as may reasonably be required by the Committee and shall be
executed at the time and in the manner prescribed by the Committee.

    


    3.2  For purposes of Section
3.1, the election period during which Compensation may be subject to an
effective deferral election shall be determined as follows:

    


    (a)           To
the extent that the Compensation is “performance-based compensation” (within the
meaning of Section 409A(a)(4)(B)(iii) of the Code) that is based on services
performed over a period of at least 12 months, the election period shall end no
later than six (6) months before the end of the performance period.

    


    (b)           To
the extent that the Compensation is not described in paragraph (a), the election
period shall end on or before December 31 of the calendar year prior to the year
in which the services on which the Compensation is based are to be
performed.

    


    (c)           Notwithstanding
(a) and (b), in the case of the first year in which an Eligible Employee becomes
eligible to participate in the Plan, 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 of the
Code, the election period shall end within 30 days after the date such Eligible
Employee became eligible to participate and such election shall apply only with
respect to Compensation paid for services performed subsequent to the
election.

    


    No
election shall be effective to defer any Compensation that would otherwise be
paid to the Participant before the period for which the Pay Reduction Agreement
is effective.

    


    Notwithstanding
the foregoing, the deferral election period for an Eligible Employee identified
by the Company as having an inadequate opportunity to enroll in the Plan with
regard to the 2005 calendar year shall be extended into January 2005, provided
that such election shall be applied only to Compensation that had not been paid
nor become payable at the time the election is submitted.

    


    3.3  If a deferral election
is not made by the end of the election period prescribed by the Company with
regard to certain Compensation that may be earned by an Eligible Employee, no
portion of such Compensation shall be deferred for such Eligible
Employee.

    


    3.4  Participant
Contributions made by a Participant pursuant to an executed Pay Reduction
Agreement shall be made by payroll deductions from such Compensation payable to
the Participant to which the Pay Reduction Agreement
relates.  Participant Contributions are to be made in multiples of one
(1) whole percentage of Compensation, not to exceed 20 percent of Compensation
for any pay date.  The maximum Participant Contribution for any pay
date shall not exceed the difference between (a) twenty percent (20%) of the
Participant's Compensation for the pay date, and (b) the aggregate amount of the
Participant's Before-Tax, Roth 401(k) and After-Tax contributions to the Savings
Plan for the same pay date.

    


    3.5  Subject to the
limitation contained in section 3.6,

    


    (a)           Effective
for Plan Years ending on or before December 31, 2008, the Company shall credit
to the Plan on behalf of each Participant an amount equal to 75% of the amount
contributed to the Plan by the Participant, not in excess of 6% of a
Participant's Compensation as of each pay date.

    


    (b)           Effective
for Plan Years beginning on or after January 1, 2009, the Company shall credit
to the Plan on behalf of each Participant an amount equal to

    


    
      	
               
      

            	
              (i)

            	
              100%
      of the amount contributed to the Plan by the Participant, not in excess of
      1% of a Participant's Compensation  as of each pay date,
      plus

            


    

    


    
      	
               
      

            	
              (ii)

            	
              70%
      of the amount in excess of 1%, but not in excess of 6%, of such
      Participant's Compensation, contributed to the Plan by such Participant as
      of each pay date.

            


    

    


    3.6  The
amount of Company Contributions credited to the Plan on behalf of a Participant
in combination with the contributions made by the Company to the Savings Plan on
behalf of the Participant as of each pay date during a Plan Year, shall, in the
aggregate be equal to the lesser of (a) (i) 100% of the amount
contributed to this Plan and the Savings Plan by the Participant, not in excess
of 1% of a Participant's Compensation  as of that pay date, plus (ii)
70% of the amount in excess of 1%, but not in excess of 6%, of such
Participant's Compensation, contributed to this Plan and the Savings Plan by
such Participant as of such pay date, or (b) 4.5% of the Participant's
Compensation paid as of that pay date.  If the aggregate contributions
exceed the lesser limitation described in the preceding sentence, the Company
Contributions credited to the Participant's Account under this Plan shall be
reduced until the aggregate Company Contributions made under both the Savings
Plan and this Plan do not exceed the limitation.

    


    3.7  Participant
Contributions and Company Contributions shall be credited to the Participant’s
Account as follows:

    


    (a)           Contributions
related to Compensation that had been earned and vested prior to January 1, 2005
have been credited to the Participant’s Legacy SRSP Account
Balance.  No additional Contributions shall be credited to a Legacy
SRSP Account Balance.

    


    (b)           Contributions
related to Compensation that is earned or vested on or after January 1, 2005
shall be credited to the Participant’s Active SRSP Account
Balance.  This shall include the Contributions under this Plan
relating to incentive compensation attributable to 2004 that was subject to
discretionary adjustment and first available for payment subsequent to December
31, 2004.

    


    3.8           The
Termination (or any subsequent re-employment) of a Participant after such
Participant has submitted an election to defer any Compensation shall not affect
the terms of such election with respect to the Compensation to which such
election relates, subject, however, to the provisions for the distribution of
any such deferred Compensation pursuant to the provisions of Article
V.

    


    


    ARTICLE
IV

    


    INVESTMENT
OF CONTRIBUTIONS

    


    4.1  Participant
Contributions and Company Contributions (without regard to whether such
Contributions have been allocated to such Participant’s Legacy SRSP Account
Balance or Active SRSP Account Balance) shall be credited with earnings as if
invested in the Funds selected by the Participant.  To the extent the
Participant fails to select Funds for the investment of Contributions under the
Plan, the Participant shall be deemed to have selected the Interest Bearing
Account. The Participant may change the selected Funds by providing notification
in accordance with the Plan’s procedures.  Any change in the Funds
selected by the Participant shall be implemented in accordance with the Plan’s
procedures.

    


    4.2  A Participant may elect
to transfer all or a portion of the amounts credited to his Account from any
Fund or Funds to any other Fund or Funds by providing notification in accordance
with the Plan’s procedures.  Such transfers between Funds may be made
in any whole percentage or dollar amounts and shall be implemented in accordance
with the Plan’s procedures.

    


    4.3  The amount credited to
each Participant's Account shall be determined daily based upon the fair market
value of the Fund or Funds to which that Account is allocated.  The
fair market value calculation for a Participant's Account shall be made after
all Contributions, withdrawals, distributions, Investment Income and transfers
for the day are recorded.  A Participant’s Account, as adjusted from
time to time, shall continue to be credited with Investment Income until the
balance of the Account is zero and the Committee anticipates no additional
Contributions from such Participant.

    


    4.4  The Plan is an unfunded
non-qualified deferred compensation plan and therefore the Contributions
credited to a Participant's Account and the investment of those Contributions in
the Fund or Funds selected by the Participant are memo accounts that represent
general, unsecured liabilities of the Company payable exclusively out of the
general assets of the Company. In the event that the Company becomes insolvent,
the Participants shall be considered as general unsecured creditors of the
Company.  The Participant’s rights to benefits under this Plan shall
not be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge encumbrance, attachment or garnishment by creditors of any
Participant or any beneficiary.

    


    


    ARTICLE
V

    


    DISTRIBUTIONS

    


    5.1           Upon
a Participant’s termination of employment with the Company and its subsidiaries
and affiliates for any reason, the Company shall cause the Participant to be
paid the full amount credited to his or her Account in accordance with the
following rules:

    


    (a)           Legacy SRSP Account
Balance. Amounts that are credited to the Participant's Legacy SRSP
Account Balance:

    


    
      	
               
      

            	
              (1)

            	
              Shall
      be distributed to the Participant in one of the following optional forms
      as selected by the Participant:

            


    

    


    
      	
               
      

            	
              (A)

            	
              A
      single lump-sum payment, or

            


    

    


    
      	
               
      

            	
              (B)

            	
              In
      annual installment payments over not less than two nor more than ten
      years.

            


    

    


    
      	
               
      

            	
              (2)

            	
              Shall
      be paid in the form of distribution selected by the Participant pursuant
      to paragraph (1) shall commence within 60 days after the date elected by
      the Participant on an effective distribution election
      form.  Such date elected by the Participant shall be either (A)
      the date of the Participant’s Termination (provided, however, if the
      Participant was an Executive Officer at the time of his or her
      Termination, the earliest commencement date (for account valuation
      purposes) shall be December 31 of the year of such Executive Officer’s
      Termination) or (2) the first, second, third, fourth or fifth anniversary
      of the Participant’s Termination, as selected by the
      Participant.

            


    

    


    Each
Participant shall select the form of distribution [as set forth in paragraph
(1)] and benefit commencement date [as set forth in paragraph (2)] with regard
to the amounts that are credited to the Participant's Legacy SRSP Account
Balance when the Participant first elects to participate in the
Plan.  The Participant may amend his or her distribution election with
regard to amounts that are credited to the Participant's Legacy SRSP Account
Balance at any time prior to the date that is at least twelve (12) months prior
to the Participant's Termination by submitting a distribution election form in
accordance with the Plan’s procedures.  If the Participant has not
submitted an effective distribution election with regard to amounts that are
credited to the Participant's Legacy SRSP Account Balance at the time of his
Termination, the distribution of the amounts that are credited to the
Participant's Legacy SRSP Account Balance shall be in the form of a single lump
sum payment made within 60 days after the Participant's
Termination.  Notwithstanding the preceding sentence, distribution to
a Participant who was an Executive Officer at the time of his Termination, but
who has not submitted an effective distribution election with regard to amounts
that are credited to the Participant's Legacy SRSP Account Balance at the time
of his Termination, shall be in the form of a single lump sum payment within 60
days after the December 31 of the calendar year of the Participant’s
Termination.

    


    (b)           Active SRSP Account
Balance.  With regard to the Participant’s Active SRSP Account
Balance the following rules shall apply:

    


    
      	
               
      

            	
              (1)

            	
              Form of
      Distribution.  The Company shall cause the Participant to
      be paid the full amount credited to his or her Active SRSP Account Balance
      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 Active SRSP Account Balance
      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), (iii) or (iv), below, as may be
  applicable:

            


    

    


    
      	
               
      

            	
              (i)

            	
              Submitted
      within the applicable election period (as determined in accordance with
      Section 3.2), but only if the distribution election is submitted in
      connection with the Participant’s initial deferral election under this
      Plan; or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Submitted
      during the 2005 Distribution Election Period, but only with regard to the
      first distribution election form submitted by such Participant during that
      period; or

            


    

    


    
      	
               
      

            	
              (iii)

            	
              Submitted
      during the 2006 Distribution Election Period by a Participant who then has
      an Active SRSP Account Balance but who was not an Eligible Employee for
      purposes of a deferral election for 2006 by reason of the change in the
      definition of Eligible Employee set forth in Section 2.11, but only with
      regard to the last distribution election form submitted by such
      Participant during that period; or

            


    

    


    
      	
               
      

            	
              (iv)

            	
              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
      Active SRSP Account Balance other than an effective distribution election
      submitted as part of the 2005 Distribution Election Period or 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)(iv) to change the timing or form of distribution that is then in
      effect with respect to the Participant’s Active SRSP Account Balance
      (i.e., the Participant is not submitting an election with his initial
      deferral election [(B)(i)] nor during the 2005 or 2006 Distribution
      Election Period [(B)(ii) & (B)(iii)], the newly selected option must
      result in the further deferral of the first scheduled payment from the
      Participant’s Active Account balance 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 5.1(b)(1) shall be treated as a single payment as of
      the first scheduled payment date. The requirement included in the prior
      plan document that the newly elected option not result in the acceleration
      of any scheduled payment under the replaced option shall be
      disregarded.

            


    

    


    
      	
               
      

            	
              (D)

            	
              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 Active SRSP Account Balance,
      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)

            	
              If
      a Participant fails to submit an effective distribution election with
      regard to his Active SRSP Account Balance that satisfies the requirements
      of Section 5.1(b)(2)(B)(i) (with his timely initial deferral election) or
      Section 5.1(b)(2)(B)(ii) (during the 2005 Distribution Election Period) or
      Section 5.1(b)(2)(B)(iii) (during the 2006 Distribution Election Period),
      as applicable, by the date of such initial deferral election or the last
      day of the 2005 or 2006 Distribution Election Period, respectively, as
      applicable, such Participant shall be considered to have elected a
      distribution of his or her Active SRSP Account Balance in a single lump
      sum as of the First Date Available.

            


    

    


    
      	
               
      

            	
              (4)

            	
              Notwithstanding
      any other provision of this Plan to the contrary, if a Participant whose
      Termination occurs on or before June 30, 2005 fails to submit an effective
      distribution election with regard to his Active SRSP Account Balance that
      satisfies the requirements of this Section 5.1(b), the deferral election
      with respect to Contributions credited to such Participant’s Active SRSP
      Account Balance shall terminated and the entire balance of such
      Participant’s Active SRSP Account Balance shall be distributed to such
      Participant in a single lump sum as soon as administratively practicable
      after the Termination of such
Participant.

            


    

    


    5.2           (a)           For
purposes of this Article, the amount to be distributed to a Participant shall be
based upon the value of such individual’s Legacy SRSP Account Balance or Active
SRSP Account Balance (as applicable) determined as of the applicable
distribution date (or, if that is not a business day, then as of the immediately
preceding business day) and shall be paid to such individual as soon as
administratively practicable thereafter.

    


    (b)           Notwithstanding
any other provision of this Article,

    


    
      	
               
      

            	
              (1)

            	
              if
      the Participant’s Account is $10,000 or less on the Participant’s First
      Date Available (determined without regard to any delay by reason of a
      Participant’s being an Executive Officer), the Committee may require that
      the full value of the Participant’s Account be distributed as of the First
      Date Available (determined without regard to any delay by reason of a
      Participant’s being an Executive Officer) 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)

            	
              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.

            


    

    


    5.3  If
an annual distribution is selected, the amount to be distributed in any one-year
shall be determined by dividing the Participant’s Legacy SRSP Account Balance or
Active SRSP Account Balance (as appropriate) by the number of years remaining in
the elected distribution period.   The Participant electing
annual distributions shall have the right to direct changes in the investment of
the Account in a Fund or Funds in accordance with Article IV until the amount
credited to the Account is reduced to zero.

    


    


    ARTICLE
VI

    


    BENEFICIARIES

    


    6.1  Each Participant may
designate a beneficiary or beneficiaries who shall receive the balance of the
Participant's Account if the Participant dies prior to the complete distribution
of the Participant's 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 none of the beneficiaries named by the
Participant survive the Participant, the Participant’s 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.

    


    6.2  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
VII

    


    CLAIMS
PROCEDURE

    


    7.1  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 paragraph
(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 7.2, 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.

            


    

    


    7.2  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 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
VIII

    


    ADMINISTRATION

    


    8.1  The Committee shall have
full discretionary power and authority (i) to administer and interpret the terms
and conditions of the Plan; (ii) to establish reasonable procedures with which
Participants must comply to exercise any right or privilege established
hereunder; and (iii) to be permitted to delegate its responsibilities or duties
hereunder to any person or entity.  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.

    


    8.2  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.

    


    8.3  The Company shall
maintain, or cause to be maintained, records showing the individual balances of
each Participant's Account.  Statements setting forth the value of the
amount credited to the Participant's Account as of a particular date shall be
made available to each Participant no less often than quarterly.  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
IX

    


    AMENDMENT
OR TERMINATION

    


    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 Contributions under the
Plan.  Notwithstanding the foregoing provisions of this Article, no
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.

    


    


    ARTICLE
X

    


    MISCELLANEOUS

    


    10.1  Nothing in the Plan
shall (a) interfere with or limit in any way the right of the Company to
terminate any Participant's employment at any time; nor (b) confer upon a
Participant any right to continue in the employ of the Company.

    


    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  Each
Participant agrees that as a condition of participation in the Plan, the Company
may withhold from any distribution hereunder all amounts determined by the
Company as required by law or otherwise as determined by the Company to be then
due and payable by the Participant or his beneficiary to the
Company.

    


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

    


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

    


    10.6  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 Supplemental Retirement Savings 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

            


    

    


    

      

    

      
      1  Such limitation on
Compensation is an increase from the $1,000,000 limitation that had been in
effect with respect to such sums paid prior to September 1,
2004.