0000004904-09-000043 Sample Contracts

AMENDMENT TO CERTAIN RESTRICTED STOCK UNIT AWARD AGREEMENTS ISSUED UNDER THE AMERICAN ELECTRIC POWER SYSTEM LONG-TERM INCENTIVE PLAN
Certain Restricted Stock • February 27th, 2009 • Appalachian Power Co • Electric services

This Amendment is made to the restricted stock unit award agreements (each, an “Agreement”) furnished to <Name> (referred to in this Amendment as “you”), the undersigned, by American Electric Power Company, Inc. (“AEP”) that bear the following grant dates for the indicated number of restricted stock units:

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AMENDMENT TO EMPLOYMENT AGREEMENT (Michael G. Morris)
Employment Agreement • February 27th, 2009 • Appalachian Power Co • Electric services

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

FIRST AMENDMENT To the American Electric Power Service Corporation Umbrella TrustTM For Executives
Appalachian Power Co • February 27th, 2009 • Electric services

This Amendment is made this 12th day of December, 2007, by and between American Electric Power Service Corporation, a New York corporation (the “Company”) and Wells-Fargo Bank (as successor in interest to Harris Trust and Savings Bank) (the “Trustee”) to the Trust Agreement entitled the American Electric Power Service Corporation Umbrella TrustTM For Executives that was signed by the Company as of May 27, 1993 and by Harris Trust and Savings Bank as of June 9, 1993 (the “Trust Agreement”).

AMENDMENT TO EMPLOYMENT AGREEMENT (Robert P. Powers)
Employment Agreement • February 27th, 2009 • Appalachian Power Co • Electric services

This Amendment is made by and between American Electric Power Service Corporation, on behalf of itself, American Electric Power Company, Inc., and the other subsidiary companies, divisions, organizations or affiliated entities (collectively referred to as “AEP”) and Robert P. Powers (the “Employee”) to the Employment Agreement between AEP and the Employee dated July 29, 1998, as amended (the “Employment Agreement”).

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