Award of Deferred Stock Units for Non-Employee Directors. Effective the day of each annual meeting of the Company’s stockholders, each newly-elected or continuing Non-Employee Director shall be granted that number of Stock Units that is equal to $220,000 divided by the Fair Market Value of a Share on the last Trading Day in the calendar month in which such Award is made. Each Award is intended to be in consideration for service until the next annual meeting of stockholders, but will be fully earned on the date of the Award and credited to the Non-Employee Director’s account on the day the number of Stock Units is determined. Provided, however, if the Director terminates service on or before the day of the annual meeting of stockholders, the related Award to be earned on such meeting date will not be made.

Article # Award of Deferred Stock Units for Non-Employee Directors 2

All Deferred Stock Units are granted under the Company’s 1993 Stock Incentive Plan, as amended and restated as of November 2013, and are subject to the terms of such plan and the applicable Deferred Stock Units award agreements approved for issuance of Deferred Stock Units to non-employee Directors under the plan.

A new non-employee member of the Board of Directors receives a one-time award of deferred restricted stock units having a grant date value of $100,000, based on the closing price of UTC common stock on the date of election to the Board (the “RSU Award”). The RSU Award is intended to promote a closer identity of interests between Non-Employee Directors and shareowners by providing non-employee Directors with an equity-based interest in the Company’s future performance.

Dividend Equivalent Rights, as defined in Section 13; or

On January 1, April 1, July 1, and October 1 (each such day an “Award Date”) of each year, commencing January 1, 2016, the Corporation shall credit the Harris Stock Equivalents Subaccount of each Non-Employee Director with a number of Harris Stock Equivalents (the “Non-Elective Deferred Units”) having a Fair Market Value equal to $33,750; provided, however, that for 2016, the Corporation shall credit the Harris Stock Equivalents Subaccount of each Non-Employee Director with a number of Non-Elective Deferred Units having a Fair Market Value equal to $33,750 on January 1 and October 1 and the Non-Employee Directors shall not be credited with any Non-Elective Deferred Units on April 1 and July 1. The Non-Elective Deferred Units shall be in consideration for such Non-Employee Director’s service on the Board during the preceding calendar quarter.

Effective January 1, 2015, the annual award of restricted stock or restricted stock units for non-employee directors increases from $100,000 to $130,000 under the Second Amended and Restated PACCAR Inc Restricted Stock and Deferred Compensation Plan for Non-Employee Directors. The annual cash retainer increases from $75,000 to $100,000. The restricted stock award and the cash retainer are prorated for directors that are elected or terminate during the calendar year. The $7,500 Board meeting fee is eliminated. Committee meeting fees are unchanged at $5,000 per meeting.

The purposes of this American Electric Power Company, Inc. Stock Unit Accumulation Plan For Non-Employee Directors (the “Plan”) are to enable the Company to attract and retain qualified persons to serve as Non-Employee Directors, to solidify the common interests of its Non-Employee Directors and shareholders by enhancing the equity interest of Non-Employee Directors in the Company, and to encourage the highest level of Non-Employee Director performance by providing such Non-Employee Directors with a proprietary interest in the Company’s performance and progress by providing a portion of the compensation of the Non-Employee Directors in deferred Stock Units.

those Employees who, in the opinion of the Committee, have demonstrated a capacity for contributing in a substantial manner to the success of the Company and its Subsidiaries,

In lieu of taking delivery of shares of Common Stock on an Award Date, a Non-Employee Director may elect to defer the receipt of such Quarterly Stock Award to a subsequent calendar year provided that he or she files an irrevocable written deferral election with the Board no later than the 31st day of December of the calendar year immediately preceding the calendar year in which the Non-Employee Director commence the services to which the Award Date relates. Accordingly, for those Quarterly Stock Awards granted with respect to the quarters ending on the last day of May, August and November, such deferral election must be filed by December 31 of the calendar year immediately preceding such Award Dates and, for those Quarterly Stock Awards granted with respect to quarters ending on the last day of February, such deferral election must be filed by December 31 of the second calendar year immediately preceding such Award Dates. Quarterly Stock Awards deferred pursuant to this [Section 6] shall be deferred as equity units, each of which shall have the value, as of the Award Date, of one (1) share of Common Stock. Equity units do not represent actual shares of Common Stock and no shares of Common Stock will be purchased or acquired for the payout of any Quarterly Stock Award deferred under this Amended 2015 Stock Program. On each Award Date, the deferred equity units shall be credited to each Non-Employee’s bookkeeping account maintained by Entergy with respect to such Non-Employee Director’s deferrals.