AMERICAN ELECTRIC POWER SYSTEM
INCENTIVE COMPENSATION DEFERRAL PLAN
(As Amended and Restated Effective January 1, 2005)
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 Plan was most recently amended and restated effective January 1, 2005 pursuant to a document
that was signed on June 16, 2005. Except as otherwise specifically provided herein, the effective date of the Plan,
as amended and restated by this document, is January 1, 2005.
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.
The portion of the Account attributable to Incentive 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 Account Balance.” The portion of the Account attributable to Incentive Compensation
other than that described in the immediately preceding sentence shall be referred to as the Participant’s “Active
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