Changes to the Plan and Awards. The Board may amend, alter, suspend, discontinue or terminate the Plan, or the Committee’s authority to grant Awards under the Plan, without the consent of stockholders or Participants or Beneficiaries, except that any amendment or alteration to the Plan shall be subject to the approval of the Company’s stockholders not later than the annual meeting next following such Board action if such stockholder approval is required by any federal or state law or regulation (including, without limitation, Rule 16b-3 or Code Section 162(m)) or the rules of the Listing Market, and the Board may otherwise, in its discretion, determine to submit other such changes to the Plan to stockholders for approval; provided that, except as otherwise permitted by the Plan or Award Agreement, without the consent of an affected Participant, no such Board action may materially and adversely affect the rights of such Participant under the terms of any previously granted and outstanding Award. The Committee may waive any conditions or rights under, or amend, alter, suspend, discontinue or terminate any Award theretofore granted and any Award Agreement relating thereto, except as otherwise provided in the Plan; provided that, except as otherwise permitted by the Plan or Award Agreement, without the consent of an affected Participant, no such Committee or the Board action may materially and adversely affect the rights of such Participant under terms of such Award. Any Awards that are outstanding under the Plan on September 9, 2013, shall be subject to the terms of the Plan as in effect immediately prior to September 9, 2013.

Changes in performance compensation grade assignments will result in prorated participation for Plan awards.

Adjustment: The foregoing numbers of shares subject to Initial Awards and Annual Awards shall be automatically adjusted as provided in [Section 3(b)] of the Company’s 2021 Stock Option and Incentive Plan related to changes in capitalization.

The Compensation Committee shall, as and in the manner it deems necessary or appropriate, make adjustments in the terms of any Awards under the Plan to reflect or related to such changes or distributions and to modify any other terms of outstanding Awards, including modifications of performance goals and changes in the length of Performance Periods. The determination of the Compensation Committee as to the foregoing adjustments shall be conclusive and binding on Participants under the Plan.

Any awards payable under the Plan with respect to Fiscal 2024, Fiscal 2025 and Fiscal 2026, shall be calculated as set forth on Exhibit A hereto. Any awards payable under the Plan resulting from changes in EVA not related to a Business Acquisition or Disposition during the Plan Year (including awards with respect to participants who die, are placed on medical leave of absence or voluntarily Retire during the Plan Year), will be made in cash, net of applicable withholding taxes, by the fifteenth day of the third month following the close of the Plan Year. Any awards payable under the Plan resulting from changes in EVA related to a Business Acquisition or Disposition during the Plan Year (including awards with respect to participants who die, are placed on medical leave of absence or voluntarily Retire during the Plan Year), will be made in cash, net of applicable withholding taxes, by the end of the first calendar year that ends following the close of the Plan Year (or such earlier date, if any, necessary to avoid imposition of [Section 409A] Taxes).

American Electric Power Company, Inc. previously adopted the American Electric Power System Senior Officer Incentive Compensation Plan (the “Incentive Plan”) effective January 1, 1997, which was amended and restated effective February 28, 2012. This document amends and restates the Incentive Plan effective as of February 20, 2017 (the date the changes made by this Incentive Plan were approved by resolution of the Human Resources Committee) (the “Effective Date”). Any changes made to the Incentive Plan by this document shall not affect Awards granted prior to the Effective Date. Grants of Awards under the Incentive Plan, as amended hereby, may be made on or after the Effective Date.

Changes. Any changes requested by Tenant to the Tenant Improvements shall be requested and instituted in accordance with the provisions of this Section 4 and shall be subject to the written approval of Landlord and the Tl Architect, such approval not to be unreasonably withheld, conditioned or delayed.

Changes. Either Party may propose a change in the scope or detail of a Work Order. Any such change will require a written change of scope amendment to each Work Order (a “Change of Scope”). Each Change of Scope will detail the requested changes to the applicable task, responsibility, duty, milestone, deliverables, budget, Timeline(s) or other matter. A Change of Scope will become effective as an amendment to such Work Order upon the execution of such Change of Scope by both Parties’ authorized representatives. Each Party agrees to act in good faith and promptly when considering a Change of Scope requested by the other Party.

Awards. For each Performance Period, the Committee, in its discretion, shall # select those Eligible Persons who shall be Participants, # designate the Senior Participants and the percentage of the Performance Pool allocated to each Senior Participant’s Award, and # determine the number of Participation Points allocated to the Award of each Participant who is not a Senior Participant; provided that the Committee shall have the power to grant up to 200 additional points, either to Participants who already have an Award for such Performance Period or to new Participants, after the Committee initially awards Participation Points. Promptly after the Committee selects a Participant to receive an Award (or additional Participation Points), the Company will notify the Participant of his or her Award with an Award Letter that may include additional or modified terms that the Committee decided to make applicable to such Award.

Awards. A Participant will receive a grant of a target number of Performance Shares determined by the Committee, which will be set forth in the Participant’s award letter or other notification (an “Award”).