AEP System Retirement Savings Plan

ARTICLE 10. QUALIFIED DOMESTIC RELATIONS ORDERS

Section 10.1 The portion of a Participant’s Account that is assigned to an Alternate Payee pursuant to the terms of a Qualified Domestic Relations Order shall be segregated and maintained as a separate Account for the benefit of the Alternate Payee in a manner consistent with the terms and provisions of the Qualified Domestic Relations Order. After an amount has been assigned to the Alternate Payee's Account, the Alternate Payee may make investment elections in accordance with the terms of Article 6 and may elect to withdraw an amount less than or equal to the entire value of the Alternate Payee's Account at any time as provided in the Qualified Domestic Relations Order, even if such election is made at a time prior to the Participant’s earliest retirement age [as defined in Code Section 414(p)(4)(B)] under the Plan. An Alternate Payee may designate a Beneficiary with respect to the Alternate Payee’s Account in accordance with the provisions of Article 12 (other than Section 12.2) as if the Alternate Payee were the Participant. The withdrawal election shall be made by notifying the Recordkeeper of the amount to be withdrawn and the Alternate Payee may make an unlimited number of withdrawals each Plan Year. The aggregate value of the Alternate Payee's Account shall be determined as of the close of the business day the withdrawal request is processed and the amount withdrawn shall be paid in cash as soon as practicable.

If an Alternate Payee does not request a complete withdrawal of the Alternate Payee's Account prior to attaining age 70½, the Alternate Payee's Account shall be distributed to the Alternate Payee as provided in Section 9.8. If an Alternate Payee dies prior to attaining age 70 ½, the Alternate Payee's Beneficiary shall be entitled to distributions as provided in Section 9.9. If an Alternate Payee dies after attaining age 70½, the Alternate Payee's Beneficiary shall be entitled to distributions as provided in Section 9.10. Notwithstanding the foregoing, for 2003 and later calendar years, the payments to be made with respect to the Alternate Payee’s Account following the death of the Alternate Payee or after the Alternate Payee attains age 70½ shall be consistent with the requirements of Section 9.13 and Code Section 401(a)(9), treating an Alternate Payee who is a former Spouse as the Participant’s surviving Spouse for this purpose (even if the Qualified Domestic Relations Order does not specify the former Spouse is treated as the Spouse for purposes of the qualified survivor annuity rules for married participants under Code Sections 401(a)(11) and 417, if and to the extent such are applicable to this Savings Plan).

ARTICLE 11. TERMINATION OF EMPLOYMENT

AND TEMPORARY ABSENCES

Section 11.1 Except as otherwise provided in Section 11.2, a “Termination of Employment” occurs when an Employee ceases rendering services to any Controlled Group Member for which the Employee is receiving wages, as defined in Code Section 3121(a) (but determined without regard to the dollar limitations in Code Section 3121(a)(l)) (relating to remuneration subject to Social Security taxes) or the corresponding provisions of any successor legislation.

Section 11.2 A Termination of Employment shall not occur because of an Employee's absence from work as a result of (i) sick leave under the Employer's sick leave program, (ii) a Layoff by the Employer, (iii) Military Service, or (iv) a Leave of Absence, until one of the following events occurs:

(a) In the case of an Employee who has been on sick leave and who has neither returned to active employment nor has been placed on a Leave of Absence by the expiration of the Employee's sick leave entitlement period, a Termination of Employment will occur at the expiration of such period;

(b) In the case of an Employee who was laid off and who has not returned to work within the period during which the Employee has reemployment rights, a Termination of Employment will occur at the expira-tion of such period; and

(c) In the case of an Employee who was in Military Service or on a Leave of Absence and who has not returned to work within 30 days (or such longer period as may be prescribed by any applicable law or regulation) after the termination of the Employee's active Military Service or Leave of Absence, a Termination of Employment will occur at the end of such 30-day (or longer) period.

Section 11.3 The provisions of this Article are appli-cable only to determine when a Termination of Employment occurs and are not applicable to determine if an Employee has completed a Year of Service or incurred a Break in Service.

ARTICLE 12. BENEFICIARIES

Section 12.1 Except as provided in Section 12.2, a Participant at any time may (i) designate one or more persons as the Participant's Beneficiary (and, if the Participant chooses, one or more contingent Beneficiaries) and (ii) change the designation of Benefi-ciary.

Section 12.2 No designation by a married Participant of a Beneficiary other than the Participant's Spouse shall be valid unless the Participant's Spouse consents to the designation in writing and the Spouse's consent is witnessed by a notary public or a repre-sentative of the Employer. Notwithstanding the foregoing consent require-ment, if the Participant establishes to the satisfaction of the Plan Administrator that such written consent may not be obtained because there is no Spouse or the Spouse cannot be located, the designation will be deemed valid. Any consent necessary under this provision will be valid only with respect to the Spouse who signs the consent, or in the event of an election deemed valid, the affected Spouse. A revocation of a prior designation under Section 12.1 may be made without the consent of the Spouse. Except to the extent otherwise specified by a Qualified Domestic Relations Order, the designation of a Participant’s Spouse as the Participant’s Beneficiary or contingent Beneficiary hereunder shall be considered revoked immediately upon the divorce, annulment or other legal termination of the Participant’s marriage to that Spouse.

Section 12.3 If (i) a Participant fails to effectively designate a Beneficiary, or (ii) the designated Beneficiary and all contingent Beneficiaries fail to survive the Partic-ipant, the applicable distribution shall be payable to the first of the following persons (or category of persons) who are then surviving:

(a) The Participant's Spouse;

(b) The Participant's children, in equal shares;

(d) The Participant's brothers and sisters, in equal shares;

(e) The Participant's estate; or

(f) Any person determined by the Plan Administrator in its sole discretion as being lawfully entitled or authorized to receive such payment under the provision of law determined by the Plan Administrator to be applicable (such as the intestacy laws of the State in which the Participant resided at the time of the Participant’s death).

ARTICLE 13. TRUST FUND AND EXPENSES

All of the Funds of the Savings Plan shall be held as a Trust Fund for the exclusive purpose of providing benefits to Participants and their Beneficiaries and defraying the reasonable expenses of administering the Savings Plan.

ARTICLE 14. ADMINISTRATION

Section 14.1 The Company shall be the named fiduciary and Plan Administrator and shall have the discretionary power and authority to (i) construe the provisions of the Savings Plan, (ii) determine eligibility and the amount of all benefits payable under the Savings Plan, (iii) issue all instructions to the Trustee to make payments from the Trust Fund and (iv) generally exercise administrative responsibility and authority in all matters relating to the Savings Plan. The Board of Directors of the Company, or any officer or committee to whom authority has been so delegated by such Board, may (i) delegate to each Employer the determination of eligibility and of the amount of all benefits payable with respect to such Employer's own Employees, former Employees, Participants or former Participants, (ii) appoint agents who are authorized to issue instructions to the Trustee to make payments from the Trust Fund and (iii) delegate to any persons such other administrative responsibility or authority as may be appropriate.

Section 14.2 Subject to the limitations of the Savings Plan, the Company may from time to time establish rules, regulations, or procedures for the administration of the Savings Plan. Such rules, regulations and procedures, and administration of the Savings Plan with respect to eligibility of Employees, Contributions, or benefits, shall be applied in a uniform manner to all Employees or other persons similarly situated, and there shall be no discrimination in favor of Highly Compensated Employees with respect to contributions or benefits provided under the Savings Plan.

Section 14.3 Except as otherwise provided in the Savings Plan, all elections, waivers, revocations, notices, designations, appointments, consents, order, certifications, findings, claims, submissions, appeals or decisions shall be in writing or in such other forms as may be prescribed by or approved by the Company.

Section 14.4 The following procedures shall apply with respect to claims for benefits under the Plan.

(a) Any Participant or Beneficiary who believes he or she is entitled to receive a distribution under the Savings Plan which he or she did not receive or that amounts credited to his or her Account are inaccurate, may file a written claim signed by the Participant or the Participant’s authorized representative with the Company’s Human Resources Service Center specifying the basis for the claim. Unless such claim is allowed in full, the Human Resources Service Center shall provide a claimant with written or electronic notification of its determination on the claim within ninety days after such claim was filed; provided, however, if the Plan Administrator determines special circumstances require an extension of time for processing the claim, the claimant shall receive within the initial ninety-day period a written notice of the extension for a period of up to ninety days from the end of the initial ninety day period. The extension notice shall indicate the special circumstances requiring the extension and the date by which the Plan expects to render the benefit determination.

(b) If the Human Resources Service Center renders an adverse benefit determination under Section 14.4(a), the notification to the claimant shall set forth, in a manner calculated to be understood by the claimant:

(1)

the specific reasons for the denial of the claim;

(2)

specific reference to the provisions of the Savings Plan and/or trust agreement upon which the denial of the claim was based;

(3)

a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary, and

(4)

an explanation of the review procedure specified in Section 14.5, and the time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under Section 502(a) of the Employee Retirement Income Security Act of 1974, as amended, following an adverse benefit determination on review.

Section 14.5 The following procedures shall apply with respect to the review on appeal of an adverse determination on a claim for benefits under the Plan.

(a) Within sixty days after the receipt by the claimant of an adverse benefit determination, the claimant may appeal such denial by filing with the Retirement Savings Plan Appeals Committee a written request for a review of the claim. If such an appeal is filed within the sixty day period, the Retirement Savings Plan Appeals Committee, or a duly appointed representative of the Retirement Savings Plan Appeals Committee, shall conduct a full and fair review of such claim that takes into account all comments, documents, records and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. The claimant shall be entitled to submit written comments, documents, records and other information relating to the claim for benefits and shall be provided, upon request and free of charge, reasonable access to, and copies of all documents, records and other information relevant to the claimant’s claim for benefits. If the claimant requests a hearing on the claim and the Retirement Savings Plan Appeals Committee concludes such a hearing is advisable and schedules such a hearing, the claimant shall have the opportunity to present the claimant’s case in person or by an authorized representative at such hearing.

(b) The claimant shall be notified of the Retirement Savings Plan Appeals Committee’s benefit determination on review within sixty days after receipt of the claimant’s request for review, unless the Retirement Savings Plan Appeals Committee determines that special circumstances require an extension of time for processing the review. If the Retirement Savings Plan Appeals Committee determines that such an extension is required, written notice of the extension shall be furnished to the claimant within the initial sixty-day period. Any such extension shall not exceed a period of sixty days from the end of the initial period. The extension notice shall indicate the special circumstances requiring the extension and the date by which the Plan expects to render the benefit determination.

(c) The Retirement Savings Plan Appeals Committee shall provide a claimant with written or electronic notification of the Plan’s benefit determination on review. The determination of the Retirement Savings Plan Appeals Committee shall be final and binding on all interested parties. Any adverse benefit determination on review shall set forth, in a manner calculated to be understood by the claimant:

(1)

the specific reason(s) for the adverse determination;

(2)

reference to the specific provisions of the Savings Plan or trust agreement on which the determination was based;

(3)

a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claimant’s claim for benefits; and

(4)

a statement of the claimant’s right to bring an action under Section 502(a) of ERISA.

Section 14.6 In exercising its fiduciary responsibilities, the Retirement Savings Plan Appeals Committee shall have discretionary authority to determine whether and to what extent Participants and Beneficiaries are eligible for benefits, and to construe disputed or doubtful Savings Plan terms. The Retirement Savings Plan Appeals Committee shall be deemed to have properly exercised such authority unless it has abused its discretion by acting arbitrarily and capriciously.

ARTICLE 15. DATA RELATING TO

ELIGIBILITY AND BENEFITS

Section 15.1 The Company may require the certifica-tion to it of such data with respect to Employees, former Employ-ees, Participants or former Participants (including, but not limited to, dates of birth, dates of entry into service and termination of service, dates of death, and compensation), as the Company may deem appropriate from time to time in connec-tion with the administration of the Savings Plan. Any such certification may be relied upon by the Company.

Section 15.2 The Company, the Employers, and their officers and directors shall be entitled to rely upon all certifications and reports made by independent accountants and upon all opinions given by any legal counsel retained or employed by the Company or by an Employer. Subject to the limitations of any applicable law, the Company, the Employers, and their officers and directors shall be fully protected with respect to any action taken or suffered by them in good faith, including action taken or suffered in reliance upon any accountant or counsel, and all actions so taken or suffered shall be conclusive on each of them and on Employees, former Employees, Participants or former Participants, and their Beneficiaries.

Section 15.3 The Employers, Participants and their Beneficiaries shall furnish all information and proofs which the Company may reasonably require with regard to any event, fact or status relating to the participation of any Partici-pant and the rights of any Participant or Beneficiary whether before or after the commencement or making of any payment under the Savings Plan. The Company shall not be liable for the fulfillment of any obligation in any way dependent upon such information as proof until received by the Company in a form satisfactory to the Company.

Section 15.4 Except as otherwise provided in Article 14, findings by the Employer shall be conclusive and binding upon all persons for the purposes of the Savings Plan with respect to the following:

(a) The fact and time of the commencement, duration and termination of employment of any Employee;

(b) The fact and time of the commencement of any Disability;

(d) The Earnings or Compensation of any Participant; and

(e) With respect to any persons covered by a collective bargaining agreement, the fact and time of the commencement, duration and termination of any period during which the Employer and the union have agreed that members of the collective bargaining unit are to be covered by the Savings Plan.

ARTICLE 16. GENERAL PROVISIONS

Section 16.1 Assignment or alienation of benefits under the Savings Plan, or their pledge or encumbrance of any kind, shall not, except as otherwise required by applicable Federal law or regulation, be permitted or recognized in any circumstance, nor shall benefits under the Savings Plan be subject to attachment or other legal process for debts of any Participant, Alternate Payee or Beneficiary. Notwithstanding anything in the foregoing sentence to the contrary, benefits under the Savings Plan shall be paid in accordance with the provisions of a Qualified Domestic Relations Order.

Section 16.2 The Savings Plan shall not merge or consolidate with, or transfer its assets or liabilities to, any other plan unless each Participant of the Savings Plan would (if such other plan then terminated) receive a benefit immediately after the merger, consolidation, or transfer which is no less than the benefit the Participant would have been entitled to receive immediately before the merger, consolidation, or transfer (if the Savings Plan had then terminated).

Section 16.3 If the Company shall find that a Partic-ipant or a Beneficiary is unable to care for his or her affairs because of illness or accident, or is a minor, or has died, the Company may cause the Trustee to make any payment due the Participant or Beneficiary from the Trust Fund, unless claim shall have been made therefore by a duly authorized representative, to the Participant's or Beneficiary's Spouse, a child, a parent or other blood relative, or to a person with whom the Participant or Beneficiary resides, and any such payment so made shall be a complete discharge of the liabilities of the Savings Plan with respect to that payment.

Section 16.4 No Participant or Beneficiary, or any other person, shall have any interest in, or right under, the Savings Plan, or in any part of the assets or earnings thereof held in the Trust Fund, except as and to the extent expressly provided in the Savings Plan.

Section 16.5 Except as otherwise provided by any applicable Federal law or regulation, benefits under the Savings Plan shall be payable only out of the Trust Fund, and in no circumstance shall any Employer be liable or responsible for the payment of any benefit provided under the Savings Plan. Neither the Employers nor the Trustee guarantee the Trust Fund against any loss or depreciation. Neither the Employers nor the Trustee guarantee the payment of any benefit under the Savings Plan.

Section 16.6 The adoption and maintenance of the Savings Plan shall neither be deemed to constitute a contract of employment between the Employer and any Employee nor to be a consideration for, or an inducement to, the employment of any Employee. Nothing contained in the Savings Plan shall be deemed to give any Employee the right to be retained in the service of any Employer or to interfere with the right of an Employer to discharge any Employee at any time.

Section 16.7 Each Participant shall keep the Participant's Employer advised of the current home address of the Participant and of the Participant's Beneficiary(ies). If a distribution due a Participant or Beneficiary is not made within three years after it becomes payable, and if due and reasonable care during such three years shall have been exercised in attempting to make such distribution, then the Accounts of such Participant or Beneficiary shall be forfeited as of the three year anniversary of the date such distribution first became payable and the amount of such Accounts shall be applied to reduce future Employer Contributions. If, however, such Participant or Beneficiary subsequently makes proper claim for such amount, the amount of such Accounts as had previously been forfeited (without adjustment of Investment Income) will be restored by the Employer and will be distributed in accordance with the terms of the Savings Plan.

Section 16.8 Subject to the provisions of any applicable Federal law or regulation, the Savings Plan shall be construed, administered and enforced under the laws of the State of Ohio.

Section 16.9 If an Employee is laid off and receives from an Employer the Employee's accumulated sick pay as a layoff allowance, such payments shall not constitute Earnings and shall not be taken into account in determining the Employee's number of Hours of Service.

Section 16.10 If an Employee received from an Employer any accumulated vacation pay upon the Employee's retirement or Termination of Employment (or, in the case of death, when the Employee's Spouse or other beneficiary receives such accumulated vacation pay), such payments shall not constitute Earnings and shall not be taken into account in determining the Employee's number of Hours of Service.

Section 16.11 No payments received from an Employer for services rendered as an Excluded Employee, or in any capacity other than as an Employee, shall constitute Earnings.

Section 16.12 Impossibility of Diversion. The Trust Fund exists for the exclusive benefit of Participants or their Beneficiaries and for paying the reasonable expenses of administering the Plan and Trust. If any Contributions were made because of a mistake of fact or was conditioned upon its deductibility under Section 404 of the Code, and if that deduction is disallowed, upon the certification of those facts by the Company, the Trustee will return to the Employer the amount which exceeds the Contribution that would have been made if that mistake of fact or if that mistaken determination of deductibility had not occurred, reduced to reflect any investment losses attributable to the excess Contributions. No excess Contributions may be returned later than one year after their payment in the case of a Contribution made under a mistake of fact, or the disallowance of the deduction of a Contribution. In no other cases may the Trust Fund be used for or diverted to any other purpose except as provided in this Plan or the Trust.

ARTICLE 17. ASSOCIATED COMPANIES

Section 17.1 As used in the Savings Plan, the term “Employee” shall be deemed to include employees of AEP and of such of its Controlled Group Members as are listed below during the period between the listed Effective Date of Inclusion and the Effective Date of Sale/Disposition, and such other Controlled Group Members as may be hereafter added to by action of the Board of Directors of the Company, all of which companies, including AEP, are herein called Associated Compa-nies. Service rendered to any of the Associated Companies, or to a predecessor or affiliate of any of the Associated Compa-nies, shall be considered as service for all purposes of the Savings Plan, and the transfer of an Employee from the service of one of the Associated Companies to the service of any other Controlled Group Member shall not be construed to be a Termination of Employment.

	Effective Date of Inclusion	Effective Date of Sale/Disposition
American Electric Power Service Corporation	January 1, 1978
AEP Energy Services, Inc.	April 1, 1984
AEP Texas Central Company ¹	January 1, 2001
AEP Utilities, Inc.	January 1, 2001 ²
Appalachian Power Company	January 1, 1978
Cardinal Operating Company	January 1, 1978
Cedar Coal Co.	January 1, 1978
Central Appalachian Coal Company	January 1, 1978
Central Coal Company	January 1, 1978
Central Ohio Coal Company	January 1, 1978	July 2, 2001
Central Operating Company	January 1, 1978	Nov. 30, 2000
Columbus Southern Power Company	January 1, 1981
Conesville Coal Preparation Company	November 1, 1984
CSW Energy, Inc.³	January 1, 2001
CSW Energy Services, Inc.⁴	January 1, 2001
EnerShop, Inc.⁵	January 1, 2001	June 30, 2003
Houston Pipe Line Company	June 1, 2001	January 26, 2005
Indiana Michigan Power Company	January 1, 1978
Jefferson Island Storage & Hub L.L.C.	December 1, 1998	October 1, 2004
Kanawha Valley Power Company	January 1, 1978
Kentucky Power Company	January 1, 1978
Kingsport Power Company	January 1, 1978
LIG Liquids Company L.L.C.	December 1, 1998	April 1, 2004
Louisiana Intrastate Gas Company L.L.C.	December 1, 1998	April 1, 2004
Michigan Power Company	January 1, 1978
Ohio Power Company	January 1, 1978
Price River Coal Company, Inc.	December 1, 1979
Public Service Company of Oklahoma⁶	January 1, 2001
Southern Appalachian Coal Company	January 1, 1978
Southern Ohio Coal Company	January 1, 1978	July 2, 2001
Southwestern Electric Power Company⁷	January 1, 2001
United Sciences Testing, Inc.	January 16, 2002
AEP Texas North Company⁸	January 1, 2001
Wheeling Power Company	January 1, 1978
Windsor Coal Company	January 1, 1978	July 2, 2001

Section 17.2 An Employee's period of service with Louisiana Intrastate Gas Company L.L.C., LIG Liquids Company L.L.C., and Jefferson Island Storage & Hub L.L.C. prior to December 1, 1998 shall be recognized by the Plan for purposes of eligibility and vesting but not for purposes of benefit accruals.

ARTICLE 18. AMENDMENT AND TERMINATION

Section 18.1 The Savings Plan and any or all of the provisions thereof may be modified or amended in whole or in part, at any time and from time to time, in accordance with action of the Board of Directors of the Company, subject to the limitations of any applicable law or of any collective bargaining agreement into which the Employers, or any of them, may enter, and any such modification or amendment may be made retroactively if it will not affect adversely the qualification or the continued qualification of the Trust Fund as exempt from taxation under the Code. No such modification or amendment may be made without notice to the Trustee and without its consent where any such modification or amendment will affect the rights, duties or responsibilities of the Trustee.

Section 18.2 The Savings Plan may be terminated at any time by action of the Board of Directors of the Company, subject to the limitations of any applicable law or of any collective bargaining agreement into which the Employers, or any of them, may enter. In no event, however, shall any modification, amendment or termination of the Savings Plan, or the complete discontinuance of Employer Contributions under the Savings Plan, make it possible for any part of the corpus or income of the Trust Fund to be used for, or diverted to, any purpose other than for the exclusive benefit of Participants and their Beneficiaries or to defray the reasonable expenses of administering the Plan.

Section 18.3 It is the intention of the Employers to continue the Savings Plan indefinitely and to make contributions thereto, but subject to the provisions of any applicable law or of any collective bargaining agreement into which the Employers, or any of them, may enter, the Employers otherwise assume no contractual obligation as to the continuance of the Savings Plan, or as to the continuance of contributions by any Employ-er.

Section 18.4 In the event of the termination or partial termination of the Savings Plan or the complete discontinuance of Employer Contributions, all affected Participants shall become fully vested in their Accounts under the Plan.

ARTICLE 19. SPECIAL PROVISIONS RELATING

TO EMPLOYEES TRANSFERRING FROM OR TO

OHIO VALLEY ELECTRIC CORPORATION

Section 19.1 This Article describes, notwithstanding any other provisions of the Savings Plan, the rights and status under the Savings Plan of an OVEC Transferee and an Associated Company Transferee. The OVEC Plan contains paral-lel provisions describing the rights and status under the OVEC Plan of an OVEC Transferee and an Associated Company Transfer-ee. The provisions in this Article are applicable to all OVEC Transferees and Associated Company Transferees.

Section 19.2 For purposes of this Article:

(a) “IKEC” means Indiana-Kentucky Electric Corporation, a wholly-owned subsidiary of OVEC;

(b) “OVEC” means Ohio Valley Electric Corpora-tion and includes IKEC, and the term “employee of OVEC” includes an employee of IKEC;

(d) “OVEC Transferee” means an individual who was formerly an employee of OVEC and who has trans-ferred to the service of an Associated Company;

(e) “Associated Company Transferee” means a Participant who was an employee of an Associated Company and who has transferred to the service of OVEC; and

(f) “OVEC Plan” means the Supplemental Pension and Savings Plan for Employees of Ohio Valley Electric Corporation and Indiana-Kentucky Electric Corporation, as amended from time to time.

Section 19.3 Service rendered to OVEC by an OVEC Transferee shall be considered as service for purposes of eligibility and participation under Article 3. Transfer of a Participant from the service of any Associated Company to the service of OVEC shall not be construed to be a Termination of Employment.

Section 19.4 An Associated Company Transferee shall continue as a Participant in the Savings Plan (having the status of a Participant who suspended contributions, as provided in Article 4), and the following rules will apply:

(a) The Participant shall have the same entitlement to vesting under Article 8, and withdrawals under Article 9, as if the Participant had remained in the service of an Associated Company; and

(b) For purposes of Article 11, a Termination of Employment will occur only when the Participant terminates employment (as determined under the OVEC Plan) with OVEC.

ARTICLE 20. SPECIAL PROVISIONS RELATING TO THE

TRANSFER OF ASSETS FROM THE COLUMBUS AND SOUTHERN

OHIO ELECTRIC COMPANY EMPLOYEE'S THRIFT PLAN

Section 20.1 Effective December 31, 1986, Columbus Southern Power Company (formerly Columbus and Southern Ohio Electric Company) discontinued contributions to the Columbus and Southern Ohio Electric Company Employee's Thrift Plan (hereinafter referred to as “Thrift Plan”), but the assets held by the Thrift Plan Trust were not distributed to the Thrift Plan participants. Effective April 2, 1990, the Thrift Plan assets held for the benefit of the Thrift Plan participants were transferred to the Trustee of the Savings Plan to be held, invested and distributed by the Savings Plan Administra-tor and Trustee as directed in the following sections of this Article 20.

Section 20.2 The assets transferred from the Thrift Plan Trust became part of the Savings Plan Trust Fund. How-ever, the assets transferred on behalf of the Thrift Plan partici-pants were accounted for separately and investment gains and losses and earnings of the Savings Plan Trust were allocated to these separate accounts. After-Tax Contributions to the Thrift Plan were identified as CSP After-Tax Contributions; Before-Tax Contributions to the Thrift Plan were identified as CSP Before-Tax Contributions; and Employer Contributions to the Thrift Plan were identified as CSP Employer Contributions.

Section 20.3 If a Participant has a separate account representing assets transferred from the Thrift Plan and a separate account representing contributions to the Savings Plan and the Participant elects to withdraw funds from the Savings Plan, the assets transferred from the Thrift Plan shall be deemed to be withdrawn first. The order of withdrawal shall be as follows: CSP After-Tax Contributions; After-Tax Contributions; CSP Employer Contributions; Employer Contributions; CSP Before-Tax Contributions and Before-Tax Contributions.

Section 20.4 Upon Termination of Employment for any reason other than death of the Participant, the vested portion of the Participant's Thrift Plan account shall be paid or applied under one of the following options, as selected by the Participant, under this Section:

(a) In a single lump sum.

(b) Effective for any distribution with a benefit commencement date that is earlier than the earlier of April 1, 2003 (or the 90th day after the date that an affected participant has been furnished a summary of material modifications reflecting the substance of this provision, if later) or January 1, 2004, to purchase an annuity contract from a legal reserve life insurance company authorized to do business in Ohio selected by the Plan Adminis-trator, providing for equal monthly installments payable to the Participant or the Participant's designated bene-ficiary over any of the following periods:

(i)

The life of the Participant;

(ii)

The lives of the Participant and the Participant's Spouse, with the survivor annuity for the life of the surviving Spouse in an amount not less than ½, or such greater percentage of, the amount of the annuity payable during the joint lives of the Participant and the Participant's Spouse;

(iii)

A period certain not longer than the life expectancy of the Partici-pant.

In the absence of any option selected by the Participant, a Participant's interest shall be distributed in accordance with the terms and conditions of Article 9.

The Participant may select a payment option at any time, or from time to time, up to and including the date benefits commence. Such election shall be in writing on forms fur-nished by the Plan Administrator and shall clearly indicate the payment option selected by the Participant. If a married Participant selects an annuity described in (b)(i) or (b)(ii), such annuity shall take the form of a qualified joint and survivor annuity as described in (b)(ii), unless the form selected by the Participant is consented to by the Partic-ipant's Spouse in writing and the Spouse's consent is witnessed by a notary public or a representative of the Plan Administra-tor. Notwithstanding the foregoing consent require-ment, if the Participant establishes to the satisfac-tion of the Plan Admin-istrator that such written consent may not be obtained because there is no Spouse or the Spouse cannot be located, the elec-tion will be deemed valid. Any consent necessary under this provision will be valid only with respect to the Spouse who signs the consent, or in the case of an election deemed valid, the affected Spouse.

Section 20.5 Upon the death of a Participant whose benefit payments under this Article 20 have not commenced at the time of death, the balance of the Participant's Thrift Plan account shall be paid to the Participant’s Beneficiary in accordance with the terms and conditions of Article 9; provided, however, that a surviving Spouse whose benefit commencement date is earlier than the earlier of the 90th day after the date that an affected Participant has been furnished a summary of material modifications reflecting the substance of this provision or January 1, 2004, shall be given the additional option to have the benefits used to purchase an annuity contract from a legal reserve life insurance company authorized to do business in Ohio selected by the Plan Administrator providing for equal monthly install-ments payable to the Participant's surviving Spouse over the Spouse's life.

ARTICLE 21. PARTICIPANT LOANS

Section 21.1 For purposes of this Article 21, a “Borrower” shall mean (a) each party in interest (as defined in Section 3(14) of ERISA) who is either a Participant or a Beneficiary of a deceased Participant (including, for example, an employee, officer or director of the Employer who has an Account under the Plan); (b) each Participant whose Termination of Employment qualifies as a retirement under the terms of the American Electric Power System Retirement Plan as amended (a “Retired Participant”); and (c) a surviving Spouse of a Participant or a Retired Participant. Participants who terminate employment before they are eligible for retirement under the terms of the Retirement Plan (a “Terminated Participant,” for purposes of this Article) and Alternate Payees who do not otherwise satisfy the definition of “party in interest” shall not be allowed to borrow funds from their Savings Plan Accounts, provided, however, if at the time of termination such a Terminated Participant has an outstanding Participant Loan, the Participant Loan shall be repaid as provided in Section 21.7.

Section 21.2 Borrowers shall be eligible to borrow funds from their Savings Plan Account (a “Participant Loan”) subject to the provisions contained in this Article 21. Participant Loans shall not be available to highly compensated employees in an amount greater than the amount available to non-highly compensated employees. A “Home Loan” is a Participant Loan made under the CSW Savings Plan, or effective beginning January 1, 2003, under the Savings Plan, that is used for the initial purchase of any dwelling unit which, within a reasonable period of time, is to be used (determined at the time the loan is made) as the principal residence of the Participant.

Section 21.3 The minimum Participant Loan shall be $1,000 and the maximum Participant Loan (when added to the outstanding balance of all other loans to the Borrower from any qualified plan maintained by any Controlled Group Member) shall be limited to the lesser of (a) $50,000, less the excess, if any, of the Borrower’s highest outstanding loan balance in the past 12 months under all qualified plans maintained by the Controlled Group, over any other Participant Loan made and then outstanding under such plans, or (b) 50% of the Borrower’s vested Savings Plan Account. Participant Loans shall be made for a minimum repayment period of twelve months (six months, effective for Participant Loans made under the Savings Plan prior to January 1, 2003) with a maximum loan repayment period of 60 months (54 months, effective for Participant Loans made under the Savings Plan prior to January 1, 2003); provided, however, that a Home Loan may have a repayment period of no more than fifteen years. The amount available for a Participant Loan shall be based upon the fair market value of the Borrower’s Account as of the valuation date immediately preceding the date the Participant Loan is taken; treating the amount of any Participant Loan that has not been repaid as an outstanding Participant Loan until that Participant Loan is actually distributed or withdrawn from the Plan, notwithstanding any prior deemed distribution for income tax purposes under applicable provisions of the Code. A Borrower shall have only one Participant Loan outstanding at any given time; provided, however, that effective January 1, 2003, a Borrower may have no more than two Participant Loans outstanding at any given time, of which no more than one may be a Home Loan.

Section 21.4 The interest rate on a Participant Loan shall be equal to the prime rate, as reported in the eastern edition of the Wall Street Journal, in effect as of the first business day of the calendar quarter in which the Participant Loan is taken plus one percentage point (1%). Once a Participant Loan is taken out, the interest rate on the Participant Loan is fixed for the balance of the repayment period.

Section 21.5 To initiate a Participant Loan, the Borrower shall contact the Recordkeeper and shall indicate the term and amount of the Participant Loan to be taken. If the amount and term of the requested Participant Loan meets the requirements of this Article 21, the Recordkeeper shall reduce the Borrower’s Account in accordance with Section 21.9 and shall send to the Borrower a check for the amount of the loan, a promissory note, a truth-in-lending statement and an amortization schedule. The Borrower’s endorsement of the check shall be indicative of the Borrower’s consent to the terms and conditions of the Participant Loan. Each Participant Loan shall be subject to applicable fees, which shall be deducted from the Borrower’s Account.

Section 21.6 For active Participants, the first Participant Loan repayment will be deducted from the next available pay after the Participant Loan is taken out. Subsequent repayments shall be made out of each succeeding pay until the Participant Loan is repaid. If the active Participant’s pay cycle changes before the Participant Loan is repaid, the Participant Loan repayments will be recalculated to coincide with the new pay cycle. Retired Participants and surviving Spouses shall make monthly Participant Loan repayments.

Section 21.7 Upon Termination of Employment at a time when a Terminated Participant has an outstanding Participant Loan, the Terminated Participant may: (a) elect to make monthly loan payments until the Participant Loan is paid in full, (b) elect to pay off the remaining Participant Loan balance in full, or (c) elect to offset the remaining Participant Loan balance against the Participant’s Savings Plan Account in which case the offset shall be treated as a distribution to the Participant subject to any applicable taxes.

Section 21.8 A Borrower may not make partial pre-payments on a Participant Loan and the repayment schedule selected at the time the Participant Loan is taken may not be reduced or extended. However, a Borrower may repay the balance of the Participant Loan in full at any time.

Section 21.9 Once a Participant Loan is taken, assets in the Borrower’s Account shall be transferred within the Borrower’s Account from one or more of the investment Funds to the Participant Loan fund. Participant Loans shall be charged against the Borrower’s Account in the following order of priority:

(a)	First, the Borrower’s Before-Tax Contributions Account;

(b)	Second, the Borrower’s CSP Before-Tax Contributions Account;

(c)	Third, the Borrower’s Catch-up Contributions Account;

(d)	Fourth, the Employer Contributions Account;

(e)	Fifth, the Borrower’s CSP Employer Contributions Account;

(f)	Sixth, the Borrower’s PAYSOP Rollover Contributions Account;

(g)	Seventh, the Borrower’s CSW ESOP Account;

(h)	Eighth, the Borrower’s Rollover Contributions Account;

(i)	Ninth, the Borrower’s Retirement Plan Contributions Account;

(j)	Tenth, the Borrower’s After-Tax Contributions Account;

(k)	Eleventh, the Borrower’s CSP After-Tax Contributions Account; and

(l)	Twelfth, the Borrower’s After-Tax Rollover Contributions Account.

Borrowers will not be able to specify which Fund or Funds are to be used for the Participant Loan. Instead, the Participant Loan shall be taken pro-rata from the Fund or Funds in the Borrower’s Account in accordance with the order of priority specified above.

Section 21.10 Participant Loan repayments shall be credited to the Borrower’s Account in the same order in which the Participant Loan was charged to the Borrower’s Account. Except for Active Participants, Participant Loan repayments shall be invested in the Funds selected by the Borrowers. For Active Participants, the Participant Loan repayments shall be invested in the same Funds selected by the Active Participant for current Savings Plan contributions. All Borrowers may change their investment Fund elections at any time and Participant Loan repayments shall be invested accordingly. Interest paid on a Participant Loan shall be recorded as Investment Income in the Fund or Funds to which the interest payments are credited.

Section 21.11 A Participant Loan is deemed to be in “default” if a Borrower does not make a Participant Loan payment when the payment is due and the failure to make the payment is not corrected within 90 days. Upon a default, if the Participant Loan was charged to the accounts listed in Section 21.9(d) through (m), the Participant Loan shall be canceled and treated as an in-service withdrawal to the extent then permitted by the Plan. See, for example, Article 9. The Borrower’s Account shall be reduced by the then outstanding Participant Loan balance that was canceled. Upon default, to the extent the Participant Loan is then charged to the accounts listed in Section 21.9(a) through (c) and the Borrower has not attained age 59 ½ or has not terminated employment, the unpaid balance of the Participant Loan will not be canceled and the Borrower’s Account will not be reduced by the amount of the then unpaid Participant Loan to the extent such charge then applies to those Before-Tax Contributions Accounts, until the Borrower attains age 59 ½ or terminates employment. Notwithstanding the foregoing, applicable Treasury regulations may provide that at the time of default, the Borrower shall be treated as receiving a “deemed” distribution from the Savings Plan that shall be reported as a taxable distribution to the Borrower.

Section 21.12 Notwithstanding any other provision of this Plan to the contrary, any Participant Loan made under the CSW Savings Plan on or before December 31, 2002, shall be administered in accordance with the terms of such loan.

ARTICLE 22. EMPLOYEE STOCK OWNERSHIP PLAN

Section 22.1 Purpose: The AEP Stock Fund shall be considered and designated as an employee stock ownership plan (or “ESOP Component” as defined in Section 2.46). The purpose of the ESOP Component is to allocate to Participants and their Beneficiaries an ownership interest in AEP through distribution of AEP Stock (or the fair market value of AEP Stock) following a Participant’s termination of service. Neither AEP, its subsidiaries nor any of their respective officers, directors, Employees, and shareholders, nor any fiduciary of the Plan shall have any responsibility for the value of any stock or other securities of AEP allocated to the Account of, or distributed to, any Participant or Beneficiary hereunder. It is understood that such stock or securities may decline in value or become wholly worthless due to risks and circumstances which cannot be foreseen and which may not be within the control of any such person or entities. The AEP Stock Fund shall not be deleted from the Savings Plan or otherwise modified, unless the ESOP Component provisions of the Plan are accordingly revised.

Section 22.2 Investment in AEP Stock: A principal purpose of the ESOP Component is to provide for Employees to acquire Employer Securities. Accordingly, Contributions made to the ESOP Component in cash and other cash received for the ESOP Component by the Trustee shall be invested primarily or exclusively in Employer Securities. Purchases of Employer Securities may be made in the open market or, to the extent permitted by law, by purchases directly from AEP or from shareholders of AEP.

Section 22.3 Dividends on Employer Securities: Dividends paid by the Company with respect to shares of Employer Securities held by the ESOP Component shall, in the discretion of the Company, be (i) paid to the ESOP Component and distributed in cash to the Participants in the ESOP Component or their Beneficiaries no later than ninety (90) days after the close of the Plan Year in which such dividends are paid, or (ii) at the election of each Participant in the ESOP Component or their Beneficiary, either (a) payable as provided in clause (i) above, or (b) paid to the ESOP Component and reinvested in Employer Securities.

Section 22.4 Voting Each Participant shall have the right and shall be afforded the opportunity, in accordance with procedures adopted by AEP (including the appointment of an agent to solicit and/or tabulate such instructions), to instruct the Trustee how to vote at any meeting of the shareholders of AEP the number of shares of AEP stock credited to such Participant in the AEP Stock Fund. The Company shall cause each Participant to be provided with a copy of a notice of each such meeting of shareholders and all applicable proxy material, together with an appropriate form for the Participant to indicate the Participant's voting instructions. Any AEP Stock for which the Trustee receives no such instructions shall be voted by the Trustee in the same proportions as the AEP Stock for which instructions were received.

APPENDIX A

RETIREMENT PLAN CONTRIBUTIONS

Paragraph 1 This Appendix A describes the status of, and contains rules relating to, a Participant's Retirement Plan Contributions which were paid to the Trustee. The Retire-ment Plan provides that a Participant who made employee contri-butions under the Retirement Plan could elect to have the Trustee of the Retirement Plan pay directly to the Trustee of the Savings Plan on or about October 1, 1981 (i) the Participant's Accumu-lated Contributions or (ii) only the Participant's Credited Interest.

Paragraph 2 For purposes of this Appendix A and, if applicable, any other applicable provisions of the Savings Plan:

(a) “Accumulated Contributions” means, in the case of any Participant, the sum of (i) the Participant's Original Contributions plus (ii) the Participant's Credited Interest;

(b) “Original Contributions” means all amounts contributed by a Participant under the Retirement Plan;

(c) “Credited Interest” means all interest credited under the Retirement Plan on a Participant's Original Contributions; and

(d) “Retirement Plan Contributions” means, as the context may require, (i) a Participant's Accumulated Contributions or (ii) only a Participant's Credited Interest.

Paragraph 3 All Retirement Plan Contributions paid to the Trustee with respect to a Participant shall be credited to the Participant's Retirement Plan Contributions Account. In the case of a Participant who elected to have the Participant's Accumulated Contributions paid to the Trustee, for all purposes of the Savings Plan the Participant's Retirement Plan Contributions Account shall reflect (i) the Participant's Original Contributions as Employee Contributions and (ii) the Participant's Credited Interest as Investment Income. In the case of a Participant who elected to have only the Participant's Credited Interest paid to the Trustee, for all purposes of the Savings Plan the Participant's Retirement Plan Contributions Account shall reflect (i) zero as Employee Contributions and (ii) the Participant's Credited Interest as Investment Income.

Paragraph 4 Retirement Plan Contributions shall be invested by the Trustee in such Fund or Funds as the Participant may designate, in such form and manner as may be prescribed by the Company.

Paragraph 5 The following special rule shall apply to a Participant's Retirement Plan Contributions: For purposes of Section 9.4, only the Participant's Original Contributions (if any) shall be considered to be Retirement Plan Contributions.

American Electric Power Service Corporation has caused this amendment and restatement of the American Electric Power System Retirement Savings Plan to be signed as of this 11th day of May, 2005.

AMERICAN ELECTRIC POWER SERVICE CORPORATION

By: /s/ Venita McCellon-Allen

Title Senior Vice President - Shared Services

¹ This was formerly known as Central Power and Light Company and is an affiliate of AEP Utilities, Inc. See footnote 1.

^{2
Only Employees hired by AEP Utilities, Inc. (formerly known as Central
and South
West Corporation) or one of its affiliates on or after January 1, 2001,
were
considered Eligible Employees under the Savings Plan prior to January
1, 2003.
Effective January 1, 2003, the Central and South West Corporation Retirement
Savings Plan merged with and into this Savings Plan and all Eligible
Employees
participating in the CSW Savings Plan as of December 31, 2002 thereby
became
Participants in this Savings Plan effective January 1,
2003.}

^{3
This is an affiliate of AEP Utilities, Inc. See footnote
1.}

^{4
This is an affiliate of AEP Utilities, Inc. See footnote
1.}

^{5
This is an affiliate of AEP Utilities, Inc. See footnote 1. It dissolved
effective June 30, 2003.}

^{6
This is an affiliate of AEP Utilities, Inc. See footnote
1.}

^{7
This is an affiliate of AEP Utilities, Inc. See footnote
1.}

^{8 This
was
formerly known as West Texas Utilities Company and is an affiliate of
AEP
Utilities, Inc. See footnote
1.}

Named Fiduciary and	American Electric Power
Plan Administrator:	Service Corporation
	1 Riverside Plaza
	Columbus, Ohio 43215

CONTENTS

AMERICAN ELECTRIC POWER SYSTEM RETIREMENT SAVINGS PLAN

		Page

ARTICLE 1	Purpose and Effective Date	1

ARTICLE 2	Definitions	2

ARTICLE 3	Eligibility and Participation	16

ARTICLE 4	Contributions by Participants	17

ARTICLE 5	Contributions by Employers	26

ARTICLE 6	Investment of Contributions	34

ARTICLE 7	Valuation and Allocation	35

ARTICLE 8	Vesting and Forfeitures	36

ARTICLE 9	Withdrawals and Distributions	37

ARTICLE 10	Qualified Domestic Relations Orders	49

ARTICLE 11	Termination of Employment and Temporary Absences	50

ARTICLE 12	Beneficiaries	51

ARTICLE 13	Trust Fund and Expenses	52

ARTICLE 14	Administration	53

ARTICLE 15	Data Relating to Eligibility and Benefits	56

ARTICLE 16	General Provisions	57

ARTICLE 17	Associated Companies	59

ARTICLE 18	Amendment and Termination	61

ARTICLE 19	Special Provisions Relating to Employees Transferring from or to Ohio Valley Electric Corporation	62

ARTICLE 20	Special Provisions Relating to the Transfer of Assets From the Columbus and Southern Ohio Electric Company Employee's Thrift Plan	64

ARTICLE 21	Participant Loans	66

ARTICLE 22	Employee Stock Ownership Plan	70

Appendix A	Retirement Plan Contributions	71

Trustee	Fidelity management Trust Company
	Boston, Massachusetts

	(a)	First, the Participant’s CSP After-Tax Contributions Account;

	(b)	Second, the Participant’s After-Tax Contributions Account;

	(c)	Third, the Participant’s After-Tax Rollover Contributions Account;

	(d)	Fourth, the Participant’s Retirement Plan Contributions Account;

	(d)	Fifth, the Participant’s Rollover Contributions Account attributable to amounts other than the rollover of funds from the American Electric Power System Employee Stock Ownership Plan;

	(e)	Sixth, the Participant’s Rollover Contributions Account attributable to a rollover from the American Electric Power System Employee Stock Ownership Plan (also sometimes referred to as a “PAYSOP Account”);

	(f)	Seventh, the Participant’s CSW ESOP Account;

	(g)	Eighth, CSP Employer Contributions Account;

	(h)	Ninth, Employer Contributions Account;

	(i)	Tenth, the Participant’s CSP Before-Tax Contributions Account;

	(j)	Eleventh, the Participant’s Before-Tax Contributions Account; and

	(m)	Twelfth, the Participant’s Catch-up Contributions Account