Performance Share Awards. A Participant shall be eligible to receive a pro-rated portion of any outstanding award of performance shares granted to a Participant in accordance with the terms of the LTIP, provided that the Participant’s termination is not due to Termination of Employment Due to the Participant’s Retirement or Triggering Event (as defined in the applicable Performance Share Award Agreement) and provided that the Participant’s termination may not otherwise lead to vesting of the same performance shares under the terms of the applicable Performance Share Award Agreement issued to the Participant under the LTIP. Capitalized terms related to performance shares in this Section 4.1(c) are defined in the applicable Performance Share Award Agreement. This pro-rated share of any performance share award shall be calculated by multiplying: # the performance share award the Participant would have earned for the full performance period based on the performance of the AEP System Companies as determined at the end of the applicable performance period by # a fraction, the numerator of which is the number of whole months of the Participant’s participation from the Effective Date specified in the performance share award agreement until the Termination Date and the denominator of which is the total number of whole months in the applicable performance period for the performance share award.

Performance Unit Awards. A Participant shall be eligible to receive a pro-rated share of any outstanding award of Performance Units granted to a Participant in accordance with the terms of the LTIP (a “Performance Unit Award”), provided that the Participant’s Termination is not due to Termination of Employment Due to the Participant’s Retirement or Triggering Event (as defined in such Performance Unit Award). This pro-rated share of any Performance Unit Award shall be calculated by multiplying: # the Performance Unit Award the Participant would have earned for the full performance period based on the performance of the AEP System Companies as determined at the end of the applicable performance period by # a fraction, the numerator of which is the number of full months of the Participant’s participation from the Grant Date specified in the Performance Unit Award until the Termination Date and the denominator of which is the total number of months in the applicable performance period for the Performance Unit Award.