EMPLOYMENT AGREEMENT



            This AGREEMENT is made as of this December 15, 2003, by and among

AMERICAN ELECTRIC POWER COMPANY, INC., a New York corporation ("AEP"), and

AMERICAN ELECTRIC POWER SERVICE CORPORATION, a New York corporation and a

wholly-owned subsidiary of AEP ("Service Corporation") (AEP and Service

Corporation hereinafter referred to collectively as the "Companies"), and

Michael G. Morris ("Executive").



                                    RECITALS



            In order to induce Executive to serve as the President and Chief

Executive Officer of AEP and Service Corporation, as well as Chief Executive

Officer of other major subsidiaries of AEP, the Companies desire to provide

Executive with compensation and other benefits on the terms and conditions set

forth in this Agreement.



            Executive is willing to accept such employment and perform services

for the Companies, on the terms and conditions hereinafter set forth.



            It is therefore hereby agreed by and between the parties as follows:



1. Employment.



1.1 Positions and Reporting. Subject to the terms and conditions of this

Agreement, effective as of the Commencement Date (as defined in Section 2

below), the Companies agree to engage Executive during the term hereof as

President and Chief Executive Officer of each of AEP and Service Corporation, as

well as such major subsidiaries of AEP as the board of directors of AEP (the

"Board") shall designate. In such capacities, Executive shall have the customary

powers, responsibilities and authorities of such offices for corporations of the

size, type and nature of the Companies (and such major subsidiaries of AEP, as

applicable), as they exist from time to time. During the term of this Agreement,

Executive, in carrying out his duties under this Agreement, shall report

directly to the Board.



1.2 Boards of Directors. AEP shall, during the term of this Agreement, cause the

election and retention of Executive as a member of the board of directors of

each subsidiary of AEP as selected by the Board. Executive agrees to serve, if

elected, as Chairman of the Board (and on any committees of the Board), in

addition to serving on the board of directors (and any committees thereof) of

each subsidiary of AEP.



1.3   Executive Agreements and Representations.



(a) Subject to the terms and conditions of this Agreement, effective as of the

Commencement Date, Executive hereby agrees to be employed as President and Chief

Executive Officer of each of AEP and Service Corporation and agrees to devote

his full working time and efforts, to the best of his ability, experience and

talent, to the performance of services, duties and responsibilities in

connection therewith. Executive shall perform such duties and exercise such

powers commensurate with his positions and shall accept such other positions or

titles of other corporations affiliated with the Companies (including, without

limitation, Chief Executive Officer of other subsidiaries of AEP), in each

instance as the Board shall from time to time delegate to him on such terms and

conditions and subject to such restrictions as may reasonably from time to time

be imposed.



(b) Executive hereby represents that the execution and delivery of this

Agreement by Executive and the performance by Executive of Executive's duties

hereunder do not constitute a breach of, or otherwise contravene, the terms of

any employment agreement or other noncompetition agreement or policy (including

any agreement with Executive's prior employment, Northeast Utilities ("Prior

Employer")) to which Executive is a party or otherwise bound. Executive also

hereby represents that in no event shall any of the Companies or their

subsidiaries become subject to any liability that may arise in connection with

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC