In consideration of the mutual promises and covenants contained herein, this Employment Agreement (the
"Agreement") is entered into by and between American Electric Power Service Corporation, including any of its
parent and/or subsidiary companies, divisions, organizations, or affiliated entities (collectively referred to as
"AEP"), and Robert P. Powers (the "Employee" and with AEP sometimes collectively referred to as the
"Parties"), this 29th day of July, 1998.
Section I: Term of Employment
1.01 AEP agrees to employ Employee as Senior Vice President-Nuclear beginning on July 31, 1998 (hereafter
referred to as the "Date of Hire").
Section II: Duties of Employee
2.01 Employee shall report to E. Linn Draper, Jr. or such other individual as he may designate. Employee's duties
and responsibilities shall include, but are not limited to, the following: operating AEP's Cook Nuclear Plant and
such other nuclear generation facilities that AEP may periodically acquire, in a safe and efficient manner, ensuring
that operations are in full compliance with all applicable local, state and federal laws, regulations and/or
ordinances; and perform other related duties that may be assigned from time to time.
2.02 During Employee's employment with AEP, Employee shall devote Employee's best efforts, loyalty, and
entire working time with AEP to the performance of Employee's duties, and shall not render services to, or enter
into an employment, independent contractor, consultancy, or agency relationship with, any person, firm,
corporation, other business entity and/or governmental body or agency other than AEP without AEP's express,
prior and written consent.
Section III: Compensation and Benefits
3.01 As compensation for services and duties rendered under the Agreement, Employee shall receive from AEP
an annual salary of $240,000.00 payable in accordance with AEP's standard payroll practices and subject to
withholdings for FICA and applicable federal, state and lo