Vesting Period: First anniversary of the grantee’s Retirement from BD:

Career Counseling. ​ will make available to Employee, at ​’s expense, outplacement counseling services. Employee may select the organization that will provide Employee with such services, provided that ​ will not be required to pay more than $50,000 for any such services. To assure compliance with Section 409A of the Internal Revenue Code, the timing of the provision of any benefits under this Section6(c)(v) will be subject to [Section B of Exhibit A] to this Agreement if and to the extent any part of that section is applicable according to its terms.

“Career Share Unit” or “Career Share” means a type of Share Equivalent that is tracked in a Participant’s Career Share Account in order to determine whether and when the Participant has satisfied his or her Minimum Stock Ownership Requirements. Career Shares also have been generically referred to as “Phantom Stock Units” in Company communications.

If you are subject to a minimum stock ownership requirement but you do not timely meet it in accordance with the American Electric Power System Stock Ownership Requirement Plan, your earned performance shares will be deferred into phantom stock shares (AEP Career Shares) to the extent required by the Stock Ownership Requirement Plan. The Stock Ownership Requirement Plan currently requires the deferral of earned performance shares into AEP Career Shares to the extent required to meet each participant’s applicable stock ownership requirement as of the applicable Determination Date (currently considered to be the later of the Grant Date or six months prior to the end of the Performance Period), less any additional AEP Career Shares that accrue due to dividends prior to the date the performance scores are approved by the HR Committee of AEP’s Board of Directors. The Stock Ownership Requirement Plan also currently requires AEP Career Shares to be held until after a participant’s employment with the Company Terminates. Earned performance shares mandatorily deferred into AEP Career Shares are converted to AEP Career Shares on a one for one basis. The balance of earned performance shares not

Dividend Equivalent Rights: Career Shares are issued in tandem with dividend equivalent rights.

Termination of Employment: Upon death, Disability or involuntary termination other than for Cause, Career Shares become fully vested.

Medium of Payment. Effective for all payments made on or after July 1, 2017, payments for whole Career Shares shall be made in shares of Common Stock and payments for any fraction of a Career Share shall be made in cash or applied as additional participant tax withholding at the Company’s option. All payments to Participants made prior to July 1, 2017 , shall be made in cash.

deferred into AEP Career Shares, if any, will be paid in shares of AEP Common Stock or deferred as described in the paragraph above for participants not subject to minimum stock ownership requirements.

To receive career transition services, Employee must contact the service provider no later than 30 days after the Release becomes effective.

an Excluded Employee or Ineligible Employee under the GE Pension Plan who is assigned to the GE executive or higher career band;