AMERICAN ELECTRIC POWER SYSTEM
INCENTIVE COMPENSATION DEFERRAL PLAN
(As Amended and Restated Effective January 1, 2003)
PURPOSE AND EFFECTIVE DATE
1.1 The American Electric Power System Incentive Compensation Deferral Plan (the "Plan") was established by
American Electric Power Service Corporation and such subsidiaries and affiliates designated by the Company for
participation in the Plan ("AEP") to allow Eligible Employees to elect to defer receipt of all or a portion of their
Incentive Compensation until after their termination of employment.
1.2 The effective date of the Plan, as amended and restated by this document, is January 1, 2003.
2.1 "Account" means the separate memo account established and maintained by the Company or the
recordkeeper employed by the Company to record Participant deferrals of Incentive Compensation and to
record any related Investment Income on the Fund or Funds selected by the Participant or Former Participant.
2.2 "Base Compensation" means an employee's regular annual base salary or wage rate 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.
2.3 "Code" means the Internal Revenue Code of 1986 as amended from time to time.
2.4 "Committee" means employees of the Company holding the following offices; Senior Vice President Human
Resources, Executive Vice President - Shared Services, and Executive Vice President - Policy, Finance and
2.5 "Company" means American Electric Power Service Corporation.
2.6 "Eligible Employee" means any employee of AEP who (as of January 1 of the Plan Year either (i) to which
annual incentive compensation relates, or
(ii) prior to the Plan Year in which long-term incentive compensation would become payable if a deferral election