American Electric Power System Performance Share Incentive Plan as Amended and Restated through
November 1, 1996
Article 1. Establishment and Purpose
1.1 Establishment of the Plan.
The Company hereby establishes an incentive compensation plan to be known as the "American Electric Power
System Performance Share Incentive Plan" (the "Plan"), as set forth in this document.
The Purposes of the Plan are to provide competitive, longer-term, performance driven, incentive compensation
opportunities to Participants, which are directly related to and dependent upon the competitiveness of the longer-
term returns realized by the Company's shareholders; and to facilitate ownership of Restricted Stock Units by
Participants so as to equate further their long-term financial interests with those of the shareholders.
Article 2. Effective Date and Term of Plan
The Plan was approved by the Company's shareholders and the Securities and Exchange Commission effective
January 1, 1994. While the Board may suspend or terminate the Plan at any time, no such suspension or
termination shall adversely affect any outstanding Performance Share Units without the Participant's written
consent as specified in Section 12.2. No Performance Share Units shall be granted for Performance Periods
commencing after December 31, 2003.
Article 3. Definitions
Whenever used in the Plan, the following terms shall have the meanings set forth below and, when the meaning is
intended, the initial letter of the word is capitalized:
(a) "Award Certificate" means a certificate setting forth the terms and provisions applicable to each grant of
Performance Share Units, which shall include, but shall not be limited to, the number of Performance Share Units
granted to the Participant, the Performance Measure, the levels of Performance Share Unit payment opportunities
based on the Performance Measure, the method of determining earned Performance Share Units pursuant to
Section 8.1 and the length of the Performance Period.