Notional Investments - Share Units. A notional investment in the form of “Share Units” will be available under the Plan, as follows:

Performance Stock Units. Executive’s unvested Performance Stock Units (“PSUs”) under the Company’s Equity Incentive Plans shall continue to vest, subject to achievement of required performance metrics, during the Transition Period. Pursuant to the terms of Executive’s Performance Stock Unit Award Agreements, Executive agrees that any PSUs that have not vested on or prior to the end of the Transition Period are forfeited and cancelled. For avoidance of doubt, Executive shall not receive any additional PSUs.

Performance Stock Units. The restrictions on Employees outstanding PSUs will lapse contingent upon satisfying the performance conditions

“Performance Shares” means performance shares or performance share units (or other similar types of equity incentive compensation) awarded under the American Electric Power System Performance Share Incentive Plan or the Long-Term Incentive Plan. Reference in this Plan to the “12/10/2003 Performance Share Awards” shall be deemed to refer to the Performance Shares that were issued with a grant date of December 10, 2003 and subject to a performance period from December 10, 2003 through December 31, 2004.

“Performance Grant” means a Grant of Performance Shares, Performance Units or Performance-Based Restricted Stock.

For Restricted Share Units, the Committee shall designate, at the time of grant of Restricted Share Units, the date or dates on which all or a portion of the Restricted Share Units shall become Vested Units subject to any terms or conditions determined under [Section 4.6]. Unless otherwise determined by the Committee to be earlier, and subject to Article 6 the Vesting Date shall be the third anniversary of the Grant Date in respect of any grant of Restricted Share Units. The Committee may, subsequent to the Grant Date, but prior to the Vesting Date designated at the time of grant, designate an earlier date for vesting of all or any portion of Restricted Share Units then outstanding and granted to a Participant under the Plan, in which event such unvested Restricted Share Units shall be deemed to be Vested Units on such earlier date.

Performance Plan Share Dilution. Undistributed Performance Shares will be excluded from the Adjusted Diluted WAS calculations.

Performance Share Award Deferrals. A Participant’s election to defer his or her Performance Share Award is subject to the following requirements:

Performance Cash Grant. The Company hereby grants Holder the right to earn and vest in up to a maximum of ​ (the “Performance Cash”). On the Delivery Date, the Performance Cash entitles the Holder to receive a lump sum payment of cash equal to the amount of Earned Performance Cash up to and including the Maximum Performance Cash.

For Restricted Share Units, the Committee shall designate, at the time of grant of any Restricted Share Units, an expiry date for such Restricted Share Units, but in no event shall the expiry date be later than the end of the third calendar year following the calendar year in which such Restricted Share Units were granted. Unless otherwise determined by the Committee at the time of grant to be earlier, the expiry date for a Restricted Share Unit shall be the last day of the third calendar year following the calendar year in which such Restricted Share Unit was granted. The grant of a Restricted Share Unit shall be effective as of the Grant Date and, except as otherwise set forth herein, the Restricted Share Unit shall terminate and be cancelled on the expiry date. For purposes of this [Section 4.5(b)], “expiry date” means the date designated by the Committee on which the Restricted Share Units will be terminated and cancelled in accordance with the Plan.