This AGREEMENT is made as of this December 15, 2003, by and among AMERICAN ELECTRIC POWER
COMPANY, INC., a New York corporation ("AEP"), and AMERICAN ELECTRIC POWER SERVICE
CORPORATION, a New York corporation and a wholly-owned subsidiary of AEP ("Service Corporation")
(AEP and Service Corporation hereinafter referred to collectively as the "Companies"), and Michael G. Morris
In order to induce Executive to serve as the President and Chief Executive Officer of AEP and Service
Corporation, as well as Chief Executive Officer of other major subsidiaries of AEP, the Companies desire to
provide Executive with compensation and other benefits on the terms and conditions set forth in this Agreement.
Executive is willing to accept such employment and perform services for the Companies, on the terms and
conditions hereinafter set forth.
It is therefore hereby agreed by and between the parties as follows:
1.1 Positions and Reporting. Subject to the terms and conditions of this Agreement, effective as of the
Commencement Date (as defined in Section 2 below), the Companies agree to engage Executive during the term
hereof as President and Chief Executive Officer of each of AEP and Service Corporation, as well as such major
subsidiaries of AEP as the board of directors of AEP (the "Board") shall designate. In such capacities, Executive
shall have the customary powers, responsibilities and authorities of such offices for corporations of the size, type
and nature of the Companies (and such major subsidiaries of AEP, as applicable), as they exist from time to time.
During the term of this Agreement, Executive, in carrying out his duties under this Agreement, shall report directly
to the Board.
1.2 Boards of Directors. AEP shall, during the term of this Agreement, cause the election and retention of
Executive as a member of the board of directors of each subsidiary of AEP as selected by the Board. Executive
agrees to serve