AMERICAN ELECTRIC POWER SYSTEM SUPPLEMENTAL RETIREMENT SAVINGS PLAN

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

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 c