Common use of Application of Proceeds Settlement Clause in Contracts

Application of Proceeds Settlement. (a) So long as a Tax Event Redemption has not occurred, if a Holder of SPC Units has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(a)(i) in the Purchase Contract Agreement, or has given such notice but failed to deliver the required cash prior to 11:00 A.M. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the remarketing of the related [Pledged Preferred Securities or] Pledged Notes. In such event, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related [Pledged Preferred Securities or] Pledged Notes to the Remarketing Agent for remarketing. Upon receiving such [Pledged Preferred Securities or] Pledged Notes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement, will use reasonable efforts to remarket such [Pledged Preferred Securities or] Pledged Notes on such date. The Remarketing Agent will deposit the entire amount of the Proceeds of such remarketing in the Collateral Account. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply a portion of the Proceeds from such remarketing equal to the aggregate principal amount of such [Pledged Preferred Securities or] Pledged Notes to satisfy in full such Holder's obligations to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. The Collateral Agent shall also instruct the Securities Intermediary to apply a portion of the Proceeds of such remarketing equal to $[.0625] per [Pledged Preferred Security or] Pledged Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such remarketing, if any, shall be transferred to the Purchase Contract Agent for the benefit of such Holder for distribution to such Holder. If the Remarketing Agent advises the Collateral Agent in writing that there has been a Failed Remarketing, thus resulting in an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company shall, at the written direction of the Company, dispose of the [Pledged Preferred Security or] Pledged Notes in accordance with applicable law and satisfy in full, from such disposition, such Holder's obligations to pay the Purchase Price for the shares of American Electric Power Company, Inc. Stock. (b) If a Holder of Treasury SPC Units [ or, if a Tax Event Redemption has occurred, a SPC Unit,] has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(d)(i) of the Purchase Contract Agreement, or has given such notice but failed to make such payment in the manner required by Section 5.4(d)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities [(or such Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be]. Upon maturity of the Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], the Securities Intermediary, at the written direction of the Collateral Agent, shall invest the Cash Proceeds of the maturing Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be,] in Permitted Investments [maturing on or prior to the Purchase Contract Settlement Date]. Without receiving any instruction from any such Holder, the Collateral Agent shall apply the Proceeds of the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], to the settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], and the investment earnings from the investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, to the Purchase Contract Agent for the benefit of such Holder for distribution to such Holder.

Application of Proceeds Settlement. (a) So long as In the event a Holder of Income PRIDES (if a Tax Event Redemption has not occurred, if a Holder of SPC Units ) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section paragraph 5.4(a)(i) in the Purchase Contract Agreement, Agreement or has given such notice but failed to deliver the required cash prior to 11:00 A.M. (New York City time) on the fifth Business Day immediately preceding not made an Early Settlement of the Purchase Contract Settlement DateContract(s) underlying its Income PRIDES, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts Contract(s) from the Proceeds of the remarketing related Pledged Preferred Securities. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDES, present the related [Pledged Preferred Securities or] Pledged Notes. In such event, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related [Pledged Preferred Securities or] Pledged Notes to the Remarketing Agent for remarketing. Upon receiving such [Pledged Preferred Securities or] Pledged NotesSecurities, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such [Pledged Preferred Securities or] Pledged Notes on such datedate at a price not less than approximately 100.5% of the aggregate Stated Amount of such Pledged Preferred Securities, plus accrued and unpaid distributions (including deferred distributions), if any, thereon. The After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate Stated Amount of the Pledged Preferred Securities from any amount of such Proceeds in excess of the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) of the remarketed Pledged Preferred Securities, the Remarketing Agent will deposit remit the entire amount of the Proceeds of such remarketing in to the Collateral AccountAgent. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply a that portion of the Proceeds from such remarketing equal to the aggregate principal amount Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) of such [Pledged Preferred Securities or] Pledged Notes Securities, to satisfy in full the obligations of such Holder's obligations Holders of Income PRIDES to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. The Collateral Agent shall also instruct the Securities Intermediary to apply a remaining portion of the Proceeds of such remarketing equal to $[.0625] per [Pledged Preferred Security or] Pledged Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such remarketingProceeds, if any, shall be transferred distributed by the Collateral Agent to the Purchase Contract Agent for payment to the benefit of such Holder for distribution to such HolderHolders. If the Remarketing Agent advises the Collateral Agent in writing that there has been it cannot remarket the related Pledged Preferred Securities of such Holders of Income PRIDES at a Failed Remarketingprice not less than 100% of the aggregate Stated Amount of such Pledged Preferred Securities plus any accrued and unpaid distributions (including deferred distributions), thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company shallwill, at the written direction of the Company, retain or dispose of the [Pledged Preferred Security or] Pledged Notes Securities in accordance with applicable law and satisfy in full, from any such dispositiondisposition or retention, such Holder's obligations obligation to pay the Purchase Price for the shares of American Electric Power Company, Inc. Common Stock. (b) If In the event a Holder of Treasury SPC Units [ or, Growth PRIDES or Income PRIDES (if a Tax Event Redemption has occurred, a SPC Unit,] ) has not elected to make made an effective Cash Early Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(d)(i) of the Purchase Contract Agreement, Contract(s) underlying its Growth PRIDES or has given such notice but failed to make such payment in the manner required by Section 5.4(d)(ii) of the Purchase Contract AgreementIncome PRIDES, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts Contract(s) from the Proceeds of the related Pledged Treasury Securities [(or such Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be]. Upon maturity On the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall, at the written direction of the Purchase Contract Agent, invest the Cash proceeds of the maturing Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], the Securities Intermediary, at the written direction of the Collateral Agent, shall invest the Cash Proceeds of the maturing Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be,] in overnight Permitted Investments [maturing on or prior to the Purchase Contract Settlement Date]Investments. Without receiving any instruction from any such HolderHolder of Growth PRIDES or Income PRIDES, the Collateral Agent shall apply the Proceeds of the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], Portfolio to the settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], Portfolio and the investment earnings from the investment in overnight Permitted Investments exceeds is in excess of the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, to the Purchase Contract Agent for the benefit of the Holders. (c) Pursuant to the Remarketing Agreement and subject to the terms of the Remarketing Underwriting Agreement, on or prior to the Business Day immediately preceding the Purchase Contract Settlement Date, but no earlier than the Business Day immediately preceding the Purchase Contract Settlement Date, holders of separate Preferred Securities which are not components of Income PRIDES may elect to have their Preferred Securities remarketed by delivering their Preferred Securities along with a notice of such Holder for distribution election to the Collateral Agent. The Collateral Agent will hold such Preferred Securities in an account separate from the collateral account in which the Pledged Securities will be held. Holders of Preferred Securities electing to have their Preferred Securities remarketed will also have the right to withdraw such election by written notice to the Collateral Agent on or prior to the Business Day immediately preceding the Purchase Contract Settlement Date, upon which notice the Collateral Agent will return such Preferred Securities to such Holderholders. On the fourth Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent will deliver the Preferred Securities to the Remarketing Agent for remarketing. The Remarketing Agent will use its reasonable efforts to remarket such Preferred Securities on such date at a price of approximately 100.5% of the aggregate stated liquidation amount of such Preferred Securities, plus accrued and unpaid distributions (including deferred distributions), if any, thereon. The portion of the proceeds from such remarketing equal to the aggregate stated liquidation amount of such Preferred Securities will automatically be remitted by the Remarketing Agent to the Collateral Agent for the benefit of such Preferred Securities holders. In addition, after deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate stated liquidation amount of the remarketed securities, from any amount of such proceeds in excess of the aggregate stated liquidation amount of the remarketed Trust Preferred Securities plus any accrued and unpaid distributions (including deferred distributions, if any), the Remarketing Agent will remit to the Collateral Agent the remaining portion of the proceeds, if any, for the benefit of such holder. If, despite using its reasonable efforts, the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Preferred Securities of such holders at a price not less than 100% of the aggregate stated liquidation amount of such Preferred Securities plus accrued and unpaid distributions (including deferred distributions) and thus resulting in a Failed Remarketing, the Remarketing Agent will promptly return such Trust Preferred Securities to the Collateral Agent to release to such holders.

Application of Proceeds Settlement. (a) So long as In the event a Holder of Normal Units (if a Tax Event Redemption has not occurred, if a Holder of SPC Units ) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section paragraph 5.4(a)(i) in the Purchase Contract Agreement, Agreement or has given such notice but failed to deliver the required cash prior to 11:00 A.M. (New York City time) on the fifth Business Day immediately preceding not made an Early Settlement of the Purchase Contract Settlement DateContract(s) underlying its Normal Units, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts Contract(s) from the Proceeds of the remarketing related Pledged Debt Securities. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Normal Units, present the related [Pledged Preferred Debt Securities or] Pledged Notes. In such event, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related [Pledged Preferred Securities or] Pledged Notes to the Remarketing Agent for remarketing. Upon receiving such [Pledged Preferred Securities or] Pledged NotesDebt Securities, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such [Pledged Preferred Debt Securities or] Pledged Notes on such datedate at a price not less than approximately -% of the aggregate Value of such Pledged Debt Securities, plus accrued and unpaid interest, if any, thereon. The After deducting as the remarketing fee an amount not exceeding - basis points (-%) of the aggregate Value of the Pledged Debt Securities from any amount of such Proceeds in excess of the aggregate Value, plus such accrued and unpaid interest of the remarketed Pledged Debt Securities, the Remarketing Agent will deposit remit the entire amount of the Proceeds of such remarketing in to the Collateral AccountAgent. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply a that portion of the Proceeds from such remarketing equal to the aggregate principal amount of Value of, plus such [accrued and unpaid interest on such Pledged Preferred Securities or] Pledged Notes Debt Securities, to satisfy in full the obligations of such Holder's obligations Holders of Normal Units to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. The Collateral Agent shall also instruct the Securities Intermediary to apply a remaining portion of the Proceeds of such remarketing equal to $[.0625] per [Pledged Preferred Security or] Pledged Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such remarketingProceeds, if any, shall be transferred distributed by the Collateral Agent to the Purchase Contract Agent for payment to the benefit of such Holder for distribution to such HolderHolders. If the Remarketing Agent advises the Collateral Agent in writing that there has been it cannot remarket the related Pledged Debt Securities of such Holders of Normal Units at a Failed Remarketingprice not less than 100% of the aggregate Value of such Pledged Debt Securities plus any accumulated and unpaid distributions, thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company shallwill, at the written direction of the Company, retain or dispose of the [Pledged Preferred Security or] Pledged Notes Debt Securities in accordance with applicable law and satisfy in full, from any such dispositiondisposition or retention, such Holder's obligations obligation to pay the Purchase Price for the shares of American Electric Power Company, Inc. Common Stock. (b) If In the event a Holder of Treasury SPC Stripped Units [ or, or Normal Units (if a Tax Event Redemption has occurred, a SPC Unit,] ) has not elected to make made an effective Cash Early Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(d)(i) of the Purchase Contract Agreement, Contract(s) underlying its Stripped Units or has given such notice but failed to make such payment in the manner required by Section 5.4(d)(ii) of the Purchase Contract AgreementNormal Units, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts Contract(s) from the Proceeds of the related Pledged Treasury Securities [(or such Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be]. Upon maturity On the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall invest the Cash proceeds of the maturing Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], the Securities Intermediary, at the written direction of the Collateral Agent, shall invest the Cash Proceeds of the maturing Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be,] in any overnight Permitted Investments [maturing on or prior to the Purchase Contract Settlement Date]Investments. Without receiving any instruction from any such HolderHolder of Stripped Units or Normal Units, the Collateral Agent shall apply the Proceeds of the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], to the settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], and the investment earnings from the investment in overnight Permitted Investments exceeds is in excess of the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, to the Purchase Contract Agent for the benefit of the Holder. (c) Pursuant to the Remarketing Agreement and subject to the terms of the Remarketing Underwriting Agreement, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, but no earlier than the Payment Date immediately preceding the Purchase Contract Settlement Date, holders of Separate Debt Securities may elect to have their Separate Debt Securities remarketed by delivering their Separate Debt Securities, together with a notice of such Holder for distribution election, substantially in the form of Exhibit C hereto, to the Custodial Agent. The Custodial Agent will hold such Separate Debt Securities in an account separate from the Collateral Account. A holder of Separate Debt Securities electing to have its Separate Debt Securities remarketed will also have the right to withdraw such election by written notice to the Custodial Agent, substantially in the form of Exhibit D hereto, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, upon which notice the Custodial Agent will return such Separate Debt Securities to such Holderholder. On the fourth Business Day immediately preceding the Purchase Contract Settlement Date, the Custodial Agent will deliver to the Remarketing Agent for remarketing all Separate Debt Securities delivered to the Custodial Agent pursuant to this Section 4.6(c) and not withdrawn pursuant to the terms hereof prior to such date. The portion of the proceeds from such remarketing equal to the aggregate Value of such Separate Debt Securities will automatically be remitted by the Remarketing Agent to the Custodial Agent for the benefit of the holders of such Separate Debt Securities. In addition, after deducting as the remarketing fee an amount not exceeding - basis points (-%) of the Value of the remarketed Separate Debt Securities, from any amount of such proceeds in excess of the aggregate Value of the remarketed Separate Debt Securities plus any accrued and unpaid interest thereon, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds, if any, for the benefit of such holders. If, despite using its reasonable efforts, the Remarketing Agent advises the Custodial Agent in writing that it cannot remarket the related Separate Debt Securities of such holders at a price not less than -% of the aggregate Value of such Separate Debt Securities plus accumulated and unpaid dividends and thus resulting in a Failed Remarketing, the Remarketing Agent will promptly return such Debt Securities to the Custodial Agent for redelivery to such holders.

Application of Proceeds Settlement. (a) So long as In the event a Holder of Income PRIDES (unless a Tax Event Redemption or a Successful Initial Remarketing has not occurred, if a Holder of SPC Units ) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent (with a copy to the Collateral Agent) in the manner provided for in Section 5.4(a)(iparagraph 5.5(a)(i) in the Purchase Contract Agreement, or Agreement and has given such notice but failed to deliver the required cash prior to 11:00 A.M. (New York City time) on the fifth Business Day immediately preceding not made an Early Settlement of the Purchase Contract Settlement DateContracts underlying its Income PRIDES, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the remarketing of the related [Pledged Preferred Securities or] Pledged Notes. In such event, the The Collateral Agent shall instruct shall, by 10:00 a.m., New York City time, on the Securities Intermediary to Transfer fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDES, present the related [Pledged Preferred Securities or] Pledged Notes to the Remarketing Agent for remarketing. Upon receiving such [Pledged Preferred Securities or] Pledged Notes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Agreement, will use its reasonable efforts to remarket such [Pledged Preferred Securities or] Pledged Notes on such datedate at a price of approximately 100.5% (but not less than 100%) of the aggregate Value of such Pledged Notes. The After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate Value of the remarketed Pledged Notes from any amount of such Proceeds in excess of the aggregate Value of the Remarketed Pledged Notes, the Remarketing Agent will deposit remit the entire amount of the Proceeds of such remarketing in to the Collateral AccountAgent. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct remit to the Securities Intermediary to apply a Company that portion of the Proceeds from such remarketing equal to the aggregate principal amount Value of such [Pledged Preferred Securities or] remarketed Pledged Notes to satisfy in full the obligations of such Holder's obligations Holders of Income PRIDES to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. The Collateral Agent shall also instruct the Securities Intermediary to apply a remaining portion of the Proceeds of such remarketing equal to $[.0625] per [Pledged Preferred Security or] Pledged Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such remarketingProceeds, if any, shall be transferred remitted by the Collateral Agent to the Purchase Contract Agent for payment to the benefit of such Holder for distribution to such HolderHolders. If the Remarketing Agent advises the Collateral Agent in writing that there has it cannot remarket the related Pledged Notes of such Holders of Income PRIDES at a price not less than 100% of the aggregate Value of such Pledged Notes or if the remarketing shall not have occurred because a condition precedent to the remarketing shall not have been a Failed Remarketingfulfilled, thus resulting in a Failed Secondary Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company shallwill, at the written direction of the Company, retain or dispose of the [Pledged Preferred Security or] Pledged Notes in accordance with applicable law and satisfy in full, from any such dispositiondisposition or retention, such Holder's obligations obligation to pay the Purchase Price for the shares of American Electric Power Company, Inc. Common Stock. (b) If In the event a Holder of Treasury SPC Units [ or, Growth PRIDES or Income PRIDES (if a Tax Event Redemption or a Successful Initial Remarketing has occurred, a SPC Unit,] ) has not elected to make made an effective Cash Early Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(d)(i) of the Purchase Contract Agreement, Contracts underlying its Growth PRIDES or has given such notice but failed to make such payment in the manner required by Section 5.4(d)(ii) of the Purchase Contract AgreementIncome PRIDES, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities [(or such the appropriate Applicable Ownership Interest (as specified defined in clause (A) of the definition of such term) in of the Treasury Portfolio, as the case may be]. Upon maturity On the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall, at the written direction of the Purchase Contract Agent, which written direction shall be furnished to the Collateral Agent prior to 11:30 a.m., New York City time, invest the Cash proceeds of the maturing Pledged Treasury Securities [or the maturing appropriate Applicable Ownership Interest (as specified defined in clause (A) of the definition of such term) in of the Treasury Portfolio, as the case may be], in overnight Permitted Investments. Without receiving any instruction from any such Holder of Growth PRIDES or Income PRIDES, the Securities Intermediary, at Collateral Agent shall remit to the written direction Company that portion of the Collateral Agent, shall invest the Cash Proceeds of the maturing related Pledged Treasury Securities [or appropriate Applicable Ownership Interest (as specified defined in clause (A) of the definition of such term) in of the Treasury Portfolio, as the case may be,] in Permitted Investments [maturing on or prior Portfolio equal to the aggregate Purchase Contract Settlement Date]. Without receiving any instruction from any such Holder, the Collateral Agent shall apply the Proceeds of the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], to the settlement Price of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities [or appropriate Applicable Ownership Interest (as specified defined in clause (A) of the definition of such term) in of the Treasury Portfolio, as the case may be], and the investment earnings from the investment in overnight Permitted Investments exceeds is in excess of the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to distribute remit such excess, when received, to the Purchase Contract Agent for the benefit of the Holders. (c) Pursuant to the Remarketing Agreement and subject to the terms of the Supplemental Remarketing Agreement, on or prior to the second Business Day immediately preceding the Initial Remarketing Date or the Secondary Remarketing Date, as applicable, but no earlier than the Payment Date immediately preceding such Holder for distribution date, holders of Separate Notes may elect to have their Separate Notes remarketed by delivering their Separate Notes, together with a notice of such election, substantially in the form of Exhibit C hereto, to the Custodial Agent. The Custodial Agent shall hold such Separate Notes in an account separate from the Collateral Account. A holder of Separate Notes electing to have its Separate Notes remarketed will also have the right to withdraw such election by written notice to the Custodial Agent, substantially in the form of Exhibit D hereto, on or prior to the second Business Day immediately preceding the Initial Remarketing Date or the Secondary Remarketing Date, as applicable, upon which notice the Custodial Agent shall return such Separate Notes to such Holderholder. On the Business Day immediately preceding the Initial Remarketing Date or the Secondary Remarketing Date, as applicable, the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of the Separate Notes to be remarketed and will deliver to the Remarketing Agent for remarketing all Separate Notes delivered to the Custodial Agent pursuant to this Section 4.6(c) and not withdrawn pursuant to the terms hereof prior to such date. After deducting the Remarketing Fee to the extent permitted under the terms of the Remarketing Agreement, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds for the benefit of such holders. In the event of a Failed Initial Remarketing or a Failed Secondary Remarketing, as applicable, the Remarketing Agent will promptly return such Separate Notes to the Custodial Agent for redelivery to such holders.

Application of Proceeds Settlement. (a) So long as a Tax Event Redemption has not occurred, if a Holder of SPC Units has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(a)(i) in the Purchase Contract Agreement, or has given such notice but failed to deliver the required cash prior to 11:00 A.M. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the remarketing of the related [Pledged Preferred Securities or] Pledged Notes. In such event, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related [Pledged Preferred Securities or] Pledged Notes to the Remarketing Agent for remarketing. Upon receiving such [Pledged Preferred Securities or] Pledged Notes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement, will use reasonable efforts to remarket such [Pledged Preferred Securities or] Pledged Notes on such date. The Remarketing Agent will deposit the entire amount of the Proceeds of such remarketing in the Collateral Account. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply a portion of the Proceeds from such remarketing equal to the aggregate principal amount of such [Pledged Preferred Securities or] Pledged Notes to satisfy in full such Holder's ’s obligations to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. The Collateral Agent shall also instruct the Securities Intermediary to apply a portion of the Proceeds of such remarketing equal to $[.0625] per [Pledged Preferred Security or] Pledged Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such remarketing, if any, shall be transferred to the Purchase Contract Agent for the benefit of such Holder for distribution to such Holder. If the Remarketing Agent advises the Collateral Agent in writing that there has been a Failed Remarketing, thus resulting in an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company shall, at the written direction of the Company, dispose of the [Pledged Preferred Security or] Pledged Notes in accordance with applicable law and satisfy in full, from such disposition, such Holder's ’s obligations to pay the Purchase Price for the shares of American Electric Power Company, Inc. PPL Corporation Common Stock. (b) If a Holder of Treasury SPC Units [ [or, if a Tax Event Redemption has occurred, a SPC Unit,] has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(d)(i) of the Purchase Contract Agreement, or has given such notice but failed to make such payment in the manner required by Section 5.4(d)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities [(or such Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be]. Upon maturity of the Pledged Treasury Securities [[ or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], the Securities Intermediary, at the written direction of the Collateral Agent, shall invest the Cash Proceeds of the maturing Pledged Treasury Securities [[ or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be,] in Permitted Investments [maturing on or prior to the Purchase Contract Settlement Date]. Without receiving any instruction from any such Holder, the Collateral Agent shall apply the Proceeds of the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], to the settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], and the investment earnings from the investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, to the Purchase Contract Agent for the benefit of such Holder for distribution to such Holder.

Application of Proceeds Settlement. (a) So long as a Tax Event Redemption has not occurred, if If a Holder of SPC PEPS Units has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(a)(i) in the Purchase Contract Agreement, or has given such notice but failed to deliver the required cash prior to 11:00 A.M. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, such Holder shall be deemed to have elected to pay for the shares of Common Georgia-Pacific Group Stock to be issued under such Purchase Contracts from the Proceeds of the remarketing of the related [Pledged Preferred Securities or] Pledged Senior Deferrable Notes. In such event, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related [Pledged Preferred Securities or] Pledged Senior Deferrable Notes to the Remarketing Agent for remarketing. Upon receiving such [Pledged Preferred Securities or] Pledged Senior Deferrable Notes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement, will use reasonable efforts to remarket such [Pledged Preferred Securities or] Pledged Senior Deferrable Notes on such date. The Remarketing Agent will deposit the entire amount of the Proceeds of such remarketing in the Collateral Account. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply a portion of the Proceeds from such remarketing equal to the aggregate principal amount of such [Pledged Preferred Securities or] Pledged Senior Deferrable Notes to satisfy in full such Holder's obligations to pay the Purchase Price to purchase the shares of Common Georgia-Pacific Group Stock under the related Purchase Contracts. The Collateral Agent shall also instruct the Securities Intermediary to apply a portion of the Proceeds of such remarketing equal to $[.0625] .1250 per [Pledged Preferred Security or] Pledged Senior Deferrable Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such remarketing, if any, shall be transferred to the Purchase Contract Agent for the benefit of such Holder for distribution to such Holder. If the Remarketing Agent advises the Collateral Agent in writing that there has been a Failed Remarketing, thus resulting in an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company shall, at the written direction of the Company, dispose of the [Pledged Preferred Security or] Pledged Senior Deferrable Notes in accordance with applicable law and satisfy in full, from such disposition, such Holder's obligations to pay the Purchase Price for the shares of American Electric Power Company, Inc. StockGeorgia-Pacific Group. (b) If a Holder of Treasury SPC PEPS Units [ or, if a Tax Event Redemption has occurred, a SPC Unit,] has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(d)(i) of the Purchase Contract Agreement, or has given such notice but failed to make such payment in the manner required by Section 5.4(d)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Georgia-Pacific Group Stock to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities [(or such Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be]Securities. Upon maturity of the Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be]Securities, the Securities Intermediary, at the written direction of the Collateral Agent, shall invest the Cash Proceeds of the maturing Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be,] in Permitted Investments [maturing on or prior to the Purchase Contract Settlement Date]Investments. Without receiving any instruction from any such Holder, the Collateral Agent shall apply the Proceeds of the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], to the settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], and the investment earnings from the investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, to the Purchase Contract Agent for the benefit of such Holder for distribution to such Holder.

Application of Proceeds Settlement. (a) So long as In the event a Holder of Income PRIDES (if a Tax Event Redemption has not occurred, if a Holder of SPC Units ) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section paragraph 5.4(a)(i) in the Purchase Contract Agreement, Agreement or has given such notice but failed to deliver the required cash prior to 11:00 A.M. (New York City time) on the fifth Business Day immediately preceding not made an Early Settlement of the Purchase Contract Settlement DateContract(s) underlying its Income PRIDES, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts Contract(s) from the Proceeds of the remarketing related Pledged Preferred Securities. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDES, present the related [Pledged Preferred Securities or] Pledged Notes. In such event, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related [Pledged Preferred Securities or] Pledged Notes to the Remarketing Agent for remarketing. Upon receiving such [Pledged Preferred Securities or] Pledged NotesSecurities, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such [Pledged Preferred Securities or] Pledged Notes on such datedate at a price not less than approximately 100.50% of the aggregate Value of such Pledged Preferred Securities, plus accrued and unpaid distributions (including deferred distributions), if any, thereon. The After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate Value of the Pledged Preferred Securities from any amount of such Proceeds in excess of the aggregate Value, plus such accrued and unpaid distributions (including deferred distributions) of the remarketed Pledged Preferred Securities, the Remarketing Agent will deposit remit the entire amount of the Proceeds of such remarketing in to the Collateral AccountAgent. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply a that portion of the Proceeds from such remarketing equal to the aggregate principal amount Value, plus such accrued and unpaid distributions (including deferred distributions) of such [Pledged Preferred Securities or] Pledged Notes Securities, to satisfy in full the obligations of such Holder's obligations Holders of Income PRIDES to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. The Collateral Agent shall also instruct the Securities Intermediary to apply a remaining portion of the Proceeds of such remarketing equal to $[.0625] per [Pledged Preferred Security or] Pledged Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such remarketingProceeds, if any, shall be transferred distributed by the Collateral Agent to the Purchase Contract Agent for payment to the benefit of such Holder for distribution to such HolderHolders. If the Remarketing Agent advises the Collateral Agent in writing that there has been it cannot remarket the related Pledged Preferred Securities of such Holders of Income PRIDES at a Failed Remarketingprice not less than 100% of the aggregate Value of such Pledged Preferred Securities plus any accrued and unpaid distributions (including deferred distributions), thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company shallwill, at the written direction of the Company, retain or dispose of the [Pledged Preferred Security or] Pledged Notes Securities in accordance with applicable law and satisfy in full, from any such dispositiondisposition or retention, such Holder's obligations obligation to pay the Purchase Price for the shares of American Electric Power Company, Inc. Common Stock. (b) If In the event a Holder of Treasury SPC Units [ or, Growth PRIDES or Income PRIDES (if a Tax Event Redemption has occurred, a SPC Unit,] ) has not elected to make made an effective Cash Early Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(d)(i) of the Purchase Contract Agreement, Contract(s) underlying its Growth PRIDES or has given such notice but failed to make such payment in the manner required by Section 5.4(d)(ii) of the Purchase Contract AgreementIncome PRIDES, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts Contract(s) from the Proceeds of the related Pledged Treasury Securities [(or such Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be]. Upon maturity On the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall, at the written direction of the Purchase Contract Agent, invest the Cash proceeds of the maturing Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], the Securities Intermediary, at the written direction of the Collateral Agent, shall invest the Cash Proceeds of the maturing Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be,] in overnight Permitted Investments [maturing on or prior to the Purchase Contract Settlement Date]Investments. Without receiving any instruction from any such HolderHolder of Growth PRIDES or Income PRIDES, the Collateral Agent shall apply the Proceeds of the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], Portfolio to the settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], Portfolio and the investment earnings from the investment in overnight Permitted Investments exceeds is in excess of the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, to the Purchase Contract Agent for the benefit of the Holders. (c) Pursuant to the Remarketing Agreement and subject to the terms of the Remarketing Underwriting Agreement, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, but no earlier than the Payment Date immediately preceding the Purchase Contract Settlement Date, holders of Separate Preferred Securities may elect to have their Separate Preferred Securities remarketed by delivering their Separate Preferred Securities, together with a notice of such Holder for distribution election, substantially in the form of Exhibit C hereto, to the Custodial Agent. The Custodial Agent will hold such Holder.Separate Preferred Securities in an account separate from the Collateral Account. A holder of Separate Preferred Securities electing to have its Separate Preferred Securities remarketed will also have the right to withdraw such election by written notice to the Custodial Agent,

Application of Proceeds Settlement. (a) So long as a Tax Event Redemption has not occurred, if In the event a Holder of SPC Units Corporate Units, unless the Applicable Ownership Interests in the Treasury Portfolio have replaced the Applicable Ownership Interests in Debentures as a component of the Corporate Units, has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(a)(i) in of the Purchase Contract Agreement, Agreement or has given such notice but failed to deliver the required cash prior to 11:00 A.M. (New York City time) on the fifth Business Day immediately preceding not made an Early Settlement or a Fundamental Change Early Settlement of the Purchase Contract Settlement DateContracts underlying its Corporate Units, such Holder shall be deemed to have elected consented to the disposition of the Debentures underlying the Pledged Applicable Ownership Interests in Debentures pursuant to the Remarketing as described in Section 5.4(a) of the Purchase Contract Agreement in order to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the remarketing of the related [Pledged Preferred Securities or] Pledged NotesContract. In such event, the The Collateral Agent shall instruct by 10:00 a.m., New York City time, on the Securities Intermediary to Transfer sixth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Corporate Units, present the related [Debentures underlying the Pledged Preferred Securities or] Pledged Notes Applicable Ownership Interests in Debentures to the Remarketing Agent Agents for remarketing. Upon receiving such [Pledged Preferred Securities or] Pledged NotesDebentures, the Remarketing AgentAgents, pursuant to the terms of the Remarketing Agreement, will use their commercially reasonable efforts to remarket such [Debentures underlying the Pledged Preferred Securities or] Pledged Notes Applicable Ownership Interests in Debentures on such datedate at a price equal to or greater than 100% of the aggregate Value of such Pledged Applicable Ownership Interests in Debentures plus the Remarketing Fee. The Remarketing Agent Agents may deduct the Remarketing Fee from any portion of the proceeds from the Remarketing of the Debentures that is in excess of the sum of 100% of the aggregate Value of such Pledged Applicable Ownership Interests in Debentures and the aggregate Separate Debentures Purchase Price. Upon a Successful Remarketing and after deducting the Remarketing Fee from such Proceeds, the Remarketing Agents will deposit remit the entire amount remaining portion of the Proceeds of a Successful Remarketing related to such remarketing Applicable Ownership Interest in Debentures to the Collateral AccountAgent. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply a that portion of the Proceeds from such remarketing Remarketing equal to the aggregate principal amount Value of such [the Pledged Preferred Securities or] Pledged Notes Applicable Ownership Interests in Debentures to satisfy in full the obligations of such Holder's obligations Holders of Corporate Units to pay the Purchase Price to purchase for the shares of Common Stock under the related Purchase Contracts. The Collateral Agent shall also instruct the Securities Intermediary to apply a remaining portion of the Proceeds of such remarketing equal to $[.0625] per [Pledged Preferred Security or] Pledged Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such remarketingProceeds, if any, shall be transferred distributed by the Collateral Agent to the Purchase Contract Agent for payment to the benefit of such Holder for distribution to such HolderHolders. If the Remarketing Agent advises Agents advise the Collateral Agent in writing that there they cannot remarket the related Pledged Applicable Ownership Interests in Debentures of such Holders of Corporate Units at a price not less than 100% of the aggregate Value of such Pledged Applicable Ownership Interests in Debentures, or if the Remarketing does not occur because a condition precedent to such Remarketing has not been fulfilled, thus resulting in a Failed Remarketing, thus resulting in an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company shall, at the written direction of the Company, dispose of the [Pledged Preferred Security or] Pledged Notes Agent will proceed as described in accordance with applicable law and satisfy in full, from such disposition, such Holder's obligations to pay the Purchase Price for the shares of American Electric Power Company, Inc. StockSection 4.4 hereof. (b) If In the event a Holder of Treasury SPC Units [ or, if the Treasury Portfolio has replaced the Applicable Ownership Interests in Debentures as a Tax Event Redemption has occurredcomponent of Corporate Units, a SPC Unit,] Corporate Units, has not elected to make made an effective Cash Early Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(d)(i) or a Fundamental Change Early Settlement of the Purchase Contract AgreementContracts underlying its Treasury Units or Corporate Units, or has given such notice but failed to make such payment in as the manner required by Section 5.4(d)(ii) of the Purchase Contract Agreementcase may be, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities [(or such the related Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) Interests in the Treasury Portfolio, as the case may be]. Upon maturity On the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall, at the written direction of the Purchase Contract Agent, invest the cash Proceeds of the maturing Pledged Treasury Securities [or the Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) Interests in the Treasury Portfolio, as the case may be], the Securities Intermediary, at the written direction of the Collateral Agent, shall invest the Cash Proceeds of the maturing Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be,] in Permitted Investments [maturing on or prior to the Purchase Contract Settlement Date]Investments. Without receiving any instruction from any such HolderHolder of Treasury Units or Corporate Units, the Collateral Agent shall apply the Proceeds of the related Pledged Treasury Securities [or Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) Interests in the Treasury Portfolio, as the case may be], Portfolio to the settlement of such the related Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities [or related Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) Interests in the Treasury Portfolio, as the case may be], Portfolio and the investment earnings from the investment in Permitted Investments exceeds Investments, if any, is in excess of the aggregate Purchase Price of the Purchase Contracts being settled therebythereby on the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, to the Purchase Contract Agent for the benefit of the Holders. The Company shall not be obligated to issue any shares of Common Stock in respect of the Purchase Contracts or deliver any certificate therefor to the Holder unless it shall have received payment in full of the Purchase Price for the shares of Common Stock to be purchased thereunder. (c) Pursuant to the Remarketing Agreement, on or prior to 5:00 p.m., New York City time, on the second Business Day immediately preceding the first Remarketing Date of the applicable Three‑Day Remarketing Period, but no earlier than 5:00 p.m., New York City time, on the fifth Business Day immediately preceding such Holder for distribution first Remarketing Date of the applicable Three‑Day Remarketing Period, holders of Separate Debentures may elect to have their Separate Debentures remarketed by delivering the Separate Debentures, together with a notice of such election, substantially in the form of Exhibit C hereto, to the Custodial Agent. The Custodial Agent will hold the Separate Debentures in an account separate from the Collateral Account. A holder of Separate Debentures electing to have its Separate Debentures remarketed will also have the right to withdraw such election by written notice to the Custodial Agent, substantially in the form of Exhibit D hereto, on or prior to 5:00 p.m., New York City time, on the second Business Day immediately preceding the first Remarketing Date of the relevant Three‑Day Remarketing Period, upon which notice the Custodial Agent shall return such Separate Debentures to such Holderholder. After such time, such election to remarket shall become an irrevocable election to have such Separate Debentures remarketed in such Remarketing. Promptly after 11:00 a.m., New York City time, on the Business Day immediately preceding the first Remarketing Date of the relevant Three‑Day Remarketing Period, the Custodial Agent shall notify the Remarketing Agents of the aggregate principal amount of the Separate Debentures to be remarketed and shall deliver to the Remarketing Agents for Remarketing all Separate Debentures delivered to the Custodial Agent, and not withdrawn, pursuant to this Section 4.6(c) prior to such date. The portion of the proceeds from such remarketing equal to the aggregate Value of the Separate Debentures will automatically be remitted by the Remarketing Agents to the Custodial Agent for the benefit of the holders of the Separate Debentures. (d) In addition, after deducting the Remarketing Fee from the Value of the remarketed Separate Debentures, from any amount of such proceeds in excess of the aggregate Value of the remarketed Separate Debentures, the Remarketing Agents will remit to the Custodial Agent the remaining portion of the proceeds, if any, for the benefit of such holders. If, despite using their commercially reasonable efforts, a remarketing attempt is unsuccessful on the first Remarketing Date of a Three‑Day Remarketing Period, subsequent remarketings will be attempted on each of the two following Remarketing Dates in that Three‑Day Remarketing Period until a Successful Remarketing occurs. If the Remarketing Agents advise the Custodial Agent in writing that none of the three remarketings occurring during a Three‑Day Remarketing Period resulted in a Successful Remarketing or, if a condition to the Remarketing shall not have been fulfilled, thus in either case resulting in a Failed Remarketing, the Remarketing Agents will promptly return the Separate Debentures to the Custodial Agent for redelivery to such holders.

Application of Proceeds Settlement. (a) So long as a Tax Event Redemption has not occurred, if If a Holder of SPC Units Corporate PIES has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(a)(i) in the Purchase Contract Agreement, or has given such notice but failed to deliver the required cash prior to 11:00 A.M. (a.m., New York City time) , on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts Contract(s) from the Proceeds of the remarketing of the related [Pledged Preferred Securities or] Pledged NotesStock. In such event, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related [Pledged Preferred Securities or] Pledged Notes Stock to the Remarketing Agent for remarketing. Upon receiving such [Pledged Preferred Securities or] Pledged NotesStock, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement, will use its reasonable efforts to remarket such [Pledged Preferred Securities or] Pledged Notes Stock on such datedate at a price of 100.50% of the aggregate liquidation preference of such Pledged Preferred Stock. The Remarketing Agent will deposit in the entire amount Collateral Account the portion of the Proceeds of such remarketing in equal to 100% the Collateral Accountaggregate liquidation preference of the remarketed Pledged Preferred Stock and, pursuant to the Remarketing Agreement, shall retain the portion of the Proceeds equal to 0.50% of the aggregate liquidation preference of the remarketed Pledged Preferred Stock. On the Purchase Contract Settlement Date, upon three Business Days' written notice to the Collateral Agent the Collateral Agent shall instruct the Securities Intermediary to apply a portion of the Proceeds from such remarketing equal to the aggregate principal amount liquidation preference of such [Pledged Preferred Securities or] Pledged Notes Stock to satisfy in full the obligations of such Holder's obligations Holders of Corporate PIES to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. The Collateral Agent shall also instruct the Securities Intermediary to apply a portion of the Proceeds of such remarketing equal to $[.0625] per [Pledged Preferred Security or] Pledged Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such remarketing, if any, remarketing on deposit in the Collateral Account shall be transferred to the Purchase Contract Agent for the benefit of such Holder for distribution to such Holderthe Holders in accordance with their respective interests. If the Remarketing Agent advises the Collateral Agent in writing that there has been a Failed Remarketing, thus resulting in an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company shall, at the written direction of the Company, dispose of the [Pledged Preferred Security or] Pledged Notes Stock in accordance with applicable law and satisfy in full, from such disposition, such Holder's Holders' obligations to pay the Purchase Price for the shares of American Electric Power Company, Inc. Common Stock. (b) If a Holder of Treasury SPC Units [ or, if a Tax Event Redemption has occurred, a SPC Unit,] PIES has not elected to make an effective Cash Settlement cash settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(d)(i) of the Purchase Contract Agreement, or has given such notice but failed to make such payment in the manner required by Section 5.4(d)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts Contract(s) from the Proceeds of the related Pledged Treasury Securities [(or such Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be]Securities. Upon maturity of the Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be]Securities, the Securities Intermediary, at the written direction of the Collateral Agent, shall invest the Cash Proceeds of the maturing Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be,] in Permitted Investments [maturing on or prior to the Purchase Contract Settlement Date]Investments. Without receiving any instruction from any such HolderHolder of Treasury PIES, the Collateral Agent shall apply the Proceeds of the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], to the settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], and the investment earnings from the investment in Permitted Investments exceeds is in excess of the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, to the Purchase Contract Agent for the benefit of such Holder Holders for distribution to such HolderHolders in accordance with their respective interests.

Application of Proceeds Settlement. (a) So long as a Tax Event Redemption has not occurred, if In the event a Holder of SPC Units Corporate Units, unless the Applicable Ownership Interests in the Treasury Portfolio have replaced the Applicable Ownership Interests in Debentures as a component of the Corporate Units, has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(a)(i) in of the Purchase Contract Agreement, Agreement or has given such notice but failed to deliver the required cash prior to 11:00 A.M. (New York City time) on the fifth Business Day immediately preceding not made an Early Settlement or a Fundamental Change Early Settlement of the Purchase Contract Settlement DateContracts underlying its Corporate Units, such Holder shall be deemed to have elected consented to the disposition of the Debentures underlying the Pledged Applicable Ownership Interests in Debentures pursuant to the Remarketing as described in Section 5.4(a) of the Purchase Contract Agreement in order to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the remarketing of the related [Pledged Preferred Securities or] Pledged NotesContract. In such event, the The Collateral Agent shall instruct by 10:00 a.m., New York City time, on the Securities Intermediary to Transfer sixth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Corporate Units, present the related [Debentures underlying the Pledged Preferred Securities or] Pledged Notes Applicable Ownership Interests in Debentures to the Remarketing Agent Agents for remarketing. Upon receiving such [Pledged Preferred Securities or] Pledged NotesDebentures, the Remarketing AgentAgents, pursuant to the terms of the Remarketing Agreement, will use their commercially reasonable efforts to remarket such [Debentures underlying the Pledged Preferred Securities or] Pledged Notes Applicable Ownership Interests in Debentures on such datedate at a price equal to or greater than 100% of the aggregate Value of such Pledged Applicable Ownership Interests in Debentures plus the Remarketing Fee. The Remarketing Agent will deposit Agents may deduct the entire amount of the Proceeds of such remarketing in the Collateral Account. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply a Remarketing Fee from any portion of the Proceeds proceeds from such remarketing equal to the aggregate principal amount of such [Pledged Preferred Securities or] Pledged Notes to satisfy in full such Holder's obligations to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. The Collateral Agent shall also instruct the Securities Intermediary to apply a portion Remarketing of the Proceeds Debentures that is in excess of such remarketing equal to $[.0625] per [Pledged Preferred Security or] Pledged Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such remarketing, if any, shall be transferred to the Purchase Contract Agent for the benefit of such Holder for distribution to such Holder. If the Remarketing Agent advises the Collateral Agent in writing that there has been a Failed Remarketing, thus resulting in an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company shall, at the written direction of the Company, dispose of the [Pledged Preferred Security or] Pledged Notes in accordance with applicable law and satisfy in full, from such disposition, such Holder's obligations to pay the Purchase Price for the shares of American Electric Power Company, Inc. Stock. (b) If a Holder of Treasury SPC Units [ or, if a Tax Event Redemption has occurred, a SPC Unit,] has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(d)(i) of the Purchase Contract Agreement, or has given such notice but failed to make such payment in the manner required by Section 5.4(d)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities [(or such Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be]. Upon maturity of the Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], the Securities Intermediary, at the written direction of the Collateral Agent, shall invest the Cash Proceeds of the maturing Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be,] in Permitted Investments [maturing on or prior to the Purchase Contract Settlement Date]. Without receiving any instruction from any such Holder, the Collateral Agent shall apply the Proceeds of the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], to the settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) 100% of the definition aggregate Value of such term) in the Treasury Portfolio, as the case may be], and the investment earnings from the investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, to the Purchase Contract Agent for the benefit of such Holder for distribution to such Holder.Pledged Applicable

Application of Proceeds Settlement. (a) So long as a Tax Event Redemption has not occurred, if In the event a Holder of SPC Units Corporate Units, unless the Applicable Ownership Interests in the Treasury Portfolio have replaced the Applicable Ownership Interests in Debentures as a component of the Corporate Units, has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(a)(i) in of the Purchase Contract Agreement, Agreement or has given such notice but failed to deliver the required cash prior to 11:00 A.M. (New York City time) on the fifth Business Day immediately preceding not made an Early Settlement or a Fundamental Change Early Settlement of the Purchase Contract Settlement DateContracts underlying its Corporate Units, such Holder shall be deemed to have elected consented to the disposition of the Debentures underlying the Pledged Applicable Ownership Interests in Debentures pursuant to the Remarketing as described in Section 5.4(a) of the Purchase Contract Agreement in order to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the remarketing of the related [Pledged Preferred Securities or] Pledged NotesContract. In such event, the The Collateral Agent shall instruct by 10:00 a.m., New York City time, on the Securities Intermediary to Transfer sixth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Corporate Units, present the related [Debentures underlying the Pledged Preferred Securities or] Pledged Notes Applicable Ownership Interests in Debentures to the Remarketing Agent Agents for remarketing. Upon receiving such [Pledged Preferred Securities or] Pledged NotesDebentures, the Remarketing AgentAgents, pursuant to the terms of the Remarketing Agreement, will use their commercially reasonable efforts to remarket such [Debentures underlying the Pledged Preferred Securities or] Pledged Notes Applicable Ownership Interests in Debentures on such datedate at a price equal to or greater than 100% of the aggregate Value of such Pledged Applicable Ownership Interests in Debentures plus the Remarketing Fee. The Remarketing Agent Agents may deduct the Remarketing Fee from any portion of the proceeds from the Remarketing of the Debentures that is in excess of the sum of 100% of the aggregate Value of such Pledged Applicable Ownership Interests in Debentures and the aggregate Separate Debentures Purchase Price. Upon a Successful Remarketing and after deducting the Remarketing Fee from such Proceeds, the Remarketing Agents will deposit remit the entire amount remaining portion of the Proceeds of a Successful Remarketing related to such remarketing Applicable Ownership Interest in Debentures to the Collateral AccountAgent. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply a that portion of the Proceeds from such remarketing Remarketing equal to the aggregate principal amount Value of such [the Pledged Preferred Securities or] Pledged Notes Applicable Ownership Interests in Debentures to satisfy in full the obligations of such Holder's obligations Holders of Corporate Units to pay the Purchase Price to purchase for the shares of Common Stock under the related Purchase Contracts. The Collateral Agent shall also instruct the Securities Intermediary to apply a remaining portion of the Proceeds of such remarketing equal to $[.0625] per [Pledged Preferred Security or] Pledged Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such remarketingProceeds, if any, shall be transferred distributed by the Collateral Agent to the Purchase Contract Agent for payment to the benefit of such Holder for distribution to such HolderHolders. If the Remarketing Agent advises Agents advise the Collateral Agent in writing that there they cannot remarket the related Pledged Applicable Ownership Interests in Debentures of such Holders of Corporate Units at a price not less than 100% of the aggregate Value of such Pledged Applicable Ownership Interests in Debentures, or if the Remarketing does not occur because a condition precedent to such Remarketing has not been fulfilled, thus resulting in a Failed Remarketing, thus resulting in an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company shall, at the written direction of the Company, dispose of the [Pledged Preferred Security or] Pledged Notes Agent will proceed as described in accordance with applicable law and satisfy in full, from such disposition, such Holder's obligations to pay the Purchase Price for the shares of American Electric Power Company, Inc. StockSection 4.4 hereof. (b) If In the event a Holder of Treasury SPC Units [ or, if the Treasury Portfolio has replaced the Applicable Ownership Interests in Debentures as a Tax Event Redemption has occurredcomponent of Corporate Units, a SPC Unit,] Corporate Units, has not elected to make made an effective Cash Early Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(d)(i) or a Fundamental Change Early Settlement of the Purchase Contract AgreementContracts underlying its Treasury Units or Corporate Units, or has given such notice but failed to make such payment in as the manner required by Section 5.4(d)(ii) of the Purchase Contract Agreementcase may be, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities [(or such the related Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) Interests in the Treasury Portfolio, as the case may be]. Upon maturity On the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall, at the written direction of the Purchase Contract Agent, invest the cash Proceeds of the maturing Pledged Treasury Securities [or the Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) Interests in the Treasury Portfolio, as the case may be], the Securities Intermediary, at the written direction of the Collateral Agent, shall invest the Cash Proceeds of the maturing Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be,] in Permitted Investments [maturing on or prior to the Purchase Contract Settlement Date]Investments. Without receiving any instruction from any such HolderHolder of Treasury Units or Corporate Units, the Collateral Agent shall apply the Proceeds of the related Pledged Treasury Securities [or Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) Interests in the Treasury Portfolio, as the case may be], Portfolio to the settlement of such the related Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities [or related Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) Interests in the Treasury Portfolio, as the case may be], Portfolio and the investment earnings from the investment in Permitted Investments exceeds Investments, if any, is in excess of the aggregate Purchase Price of the Purchase Contracts being settled therebythereby on the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, to the Purchase Contract Agent for the benefit of the Holders. The Company shall not be obligated to issue any shares of Common Stock in respect of the Purchase Contracts or deliver any certificate therefor to the Holder unless it shall have received payment in full of the Purchase Price for the shares of Common Stock to be purchased thereunder. (c) Pursuant to the Remarketing Agreement, on or prior to 5:00 p.m., New York City time, on the second Business Day immediately preceding the first Remarketing Date of the applicable Three-Day Remarketing Period, but no earlier than 5:00 p.m., New York City time, on the fifth Business Day immediately preceding such Holder for distribution first Remarketing Date of the applicable Three-Day Remarketing Period, holders of Separate Debentures may elect to have their Separate Debentures remarketed by delivering the Separate Debentures, together with a notice of such election, substantially in the form of Exhibit C hereto, to the Custodial Agent. The Custodial Agent will hold the Separate Debentures in an account separate from the Collateral Account. A holder of Separate Debentures electing to have its Separate Debentures remarketed will also have the right to withdraw such election by written notice to the Custodial Agent, substantially in the form of Exhibit D hereto, on or prior to 5:00 p.m., New York City time, on the second Business Day immediately preceding the first Remarketing Date of the relevant Three-Day Remarketing Period, upon which notice the Custodial Agent shall return such Separate Debentures to such Holderholder. After such time, such election to remarket shall become an irrevocable election to have such Separate Debentures remarketed in such Remarketing. Promptly after 11:00 a.m., New York City time, on the Business Day immediately preceding the first Remarketing Date of the relevant Three-Day Remarketing Period, the Custodial Agent shall notify the Remarketing Agents of the aggregate principal amount of the Separate Debentures to be remarketed and shall deliver to the Remarketing Agents for Remarketing all Separate Debentures delivered to the Custodial Agent, and not withdrawn, pursuant to this Section 4.6(c) prior to such date. The portion of the proceeds from such remarketing equal to the aggregate Value of the Separate Debentures will automatically be remitted by the Remarketing Agents to the Custodial Agent for the benefit of the holders of the Separate Debentures. (d) In addition, after deducting the Remarketing Fee from the Value of the remarketed Separate Debentures, from any amount of such proceeds in excess of the aggregate Value of the remarketed Separate Debentures, the Remarketing Agents will remit to the Custodial Agent the remaining portion of the proceeds, if any, for the benefit of such holders. If, despite using their commercially reasonable efforts, a remarketing attempt is unsuccessful on the first Remarketing Date of a Three-Day Remarketing Period, subsequent remarketings will be attempted on each of the two following Remarketing Dates in that Three-Day Remarketing Period until a Successful Remarketing occurs. If the Remarketing Agents advise the Custodial Agent in writing that none of the three remarketings occurring during a Three-Day Remarketing Period resulted in a Successful Remarketing or, if a condition to the Remarketing shall not have been fulfilled, thus in either case resulting in a Failed Remarketing, the Remarketing Agents will promptly return the Separate Debentures to the Custodial Agent for redelivery to such holders.

Application of Proceeds Settlement. (a) So long as a Tax Event Redemption has not occurred, if In the event a Holder of SPC Units Income PRIDES has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section paragraph 5.4(a)(i) in the Purchase Contract Agreement, Agreement or has given such notice but failed to deliver the required cash prior to 11:00 A.M. (New York City time) on the fifth Business Day immediately preceding not made an Early Settlement of the Purchase Contract Settlement DateContract(s) underlying its Income PRIDES, such Holder shall be deemed to have elected to pay for the shares of Common Stock Ordinary Shares to be issued under such Purchase Contracts Contract(s) from the Proceeds of the remarketing related Pledged Preferred Shares. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDES, present the related [Pledged Preferred Securities or] Pledged Notes. In such event, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related [Pledged Preferred Securities or] Pledged Notes Shares to the Remarketing Agent for remarketing. Upon receiving such [Pledged Preferred Securities or] Pledged NotesShares, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such [Pledged Preferred Securities or] Pledged Notes Shares on such datedate at a price not less than approximately 100.5% of the aggregate Value of such Pledged Preferred Shares, plus accumulated and unpaid dividends, if any, thereon. The After deducting as the remarketing fee an amount not exceeding 25 basis points (.25%) of the aggregate Value of the Pledged Preferred Shares from any amount of such Proceeds in excess of the aggregate Value, plus such accumulated and unpaid dividends of the remarketed Pledged Preferred Shares, the Remarketing Agent will deposit remit the entire amount of the Proceeds of such remarketing in to the Collateral AccountAgent. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply a that portion of the Proceeds from such remarketing equal to the aggregate principal amount Value, plus such accumulated and unpaid distributions of such [Pledged Preferred Securities or] Pledged Notes Shares, to satisfy in full the obligations of such Holder's obligations Holders of Income PRIDES to pay the Purchase Price to purchase the shares of Common Stock Ordinary Shares under the related Purchase Contracts. The Collateral Agent shall also instruct the Securities Intermediary to apply a remaining portion of the Proceeds of such remarketing equal to $[.0625] per [Pledged Preferred Security or] Pledged Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such remarketingProceeds, if any, shall be transferred distributed by the Collateral Agent to the Purchase Contract Agent for payment to the benefit of such Holder for distribution to such HolderHolders. If the Remarketing Agent advises the Collateral Agent in writing that there has been it cannot remarket the related Pledged Preferred Shares of such Holders of Income PRIDES at a Failed Remarketingprice not less than 100% of the aggregate Value of such Pledged Preferred Shares plus any accumulated and unpaid distributions, thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company shallwill, at the written direction of the Company, retain or dispose of the [Pledged Preferred Security or] Pledged Notes Shares in accordance with applicable law and satisfy in full, from any such dispositiondisposition or retention, such Holder's obligations obligation to pay the Purchase Price for the shares of American Electric Power Company, Inc. StockOrdinary Shares. (b) If In the event a Holder of Treasury SPC Units [ or, if a Tax Event Redemption has occurred, a SPC Unit,] Growth PRIDES has not elected to make made an effective Cash Early Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(d)(i) of the Purchase Contract Agreement, or has given such notice but failed to make such payment in the manner required by Section 5.4(d)(iiContract(s) of the Purchase Contract Agreementunderlying its Growth PRIDES, such Holder shall be deemed to have elected to pay for the shares of Common Stock Ordinary Shares to be issued under such Purchase Contracts Contract(s) from the Proceeds of the related Pledged Treasury Securities [(or such Applicable Ownership Interest (as specified in clause (A) of Securities. On the definition of such term) in the Treasury Portfolio, as the case may be]. Upon maturity of the Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], the Securities Intermediary, at the written direction of the Collateral Agent, shall invest the Cash Proceeds of the maturing Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be,] in Permitted Investments [maturing on or Business Day immediately prior to the Purchase Contract Settlement Date], the Collateral Agent shall invest the Cash proceeds of the maturing Pledged Treasury Securities in any overnight Permitted Investments. Without receiving any instruction from any such HolderHolder of Growth PRIDES, the Collateral Agent shall apply the Proceeds of the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], to the settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], and the investment earnings from the investment in overnight Permitted Investments exceeds is in excess of the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, to the Purchase Contract Agent for the benefit of the Holder. (c) Pursuant to the Remarketing Agreement and subject to the terms of the Remarketing Underwriting Agreement, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, but no earlier than the Payment Date immediately preceding the Purchase Contract Settlement Date, holders of Separate Preferred Shares may elect to have their Separate Preferred Shares remarketed by delivering their Separate Preferred Shares, together with a notice of such Holder for distribution election, substantially in the form of Exhibit C hereto, to the Custodial Agent. The Custodial Agent will hold such Separate Preferred Shares in an account separate from the Collateral Account. A holder of Separate Preferred Shares electing to have its Separate Preferred Shares remarketed will also have the right to withdraw such election by written notice to the Custodial Agent, substantially in the form of Exhibit D hereto, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, upon which notice the Custodial Agent will return such Separate Preferred Shares to such Holderholder. On the fourth Business Day immediately preceding the Purchase Contract Settlement Date, the Custodial Agent will deliver to the Remarketing Agent for remarketing all Separate Preferred Shares delivered to the Custodial Agent pursuant to this Section 4.6(c) and not withdrawn pursuant to the terms hereof prior to such date. The portion of the proceeds from such remarketing equal to the aggregate Value of such Separate Preferred Shares will automatically be remitted by the Remarketing Agent to the Custodial Agent for the benefit of the holders of such Separate Preferred Shares. In addition, after deducting as the remarketing fee an amount not exceeding 25 basis points (.25%) of the Value of the remarketed Separate Preferred Shares, from any amount of such proceeds in excess of the aggregate Value of the remarketed Separate Preferred Shares plus any accumulated and unpaid dividends thereon, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds, if any, for the benefit of such holders. If, despite using its reasonable efforts, the Remarketing Agent advises the Custodial Agent in writing that it cannot remarket the related Separate Preferred Shares of such holders at a price not less than 100% of the aggregate Value of such Separate Preferred Shares plus accumulated and unpaid dividends and thus resulting in a Failed Remarketing, the Remarketing Agent will promptly return such Preferred Shares to the Custodial Agent for redelivery to such holders.

Application of Proceeds Settlement. (a) So long as a Tax Event Redemption has not occurred, if In the event a Holder of SPC Units Corporate Units, unless the Applicable Ownership Interests in the Treasury Portfolio have replaced the Applicable Ownership Interests in Debentures as components of the Corporate Units, has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(a)(i) in of the Purchase Contract Agreement, Agreement or has given such notice but failed to deliver the required cash prior to 11:00 A.M. (New York City time) on the fifth Business Day immediately preceding not made an Early Settlement or a Fundamental Change Early Settlement of the Purchase Contract Settlement DateContracts underlying its Corporate Units, such Holder shall be deemed to have elected consented to the disposition of the Debentures underlying the Pledged Applicable Ownership Interests in Debentures pursuant to the Remarketing as described in Section 5.4(a) of the Purchase Contract Agreement in order to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the remarketing of the related [Pledged Preferred Securities or] Pledged NotesContract. In such event, the The Collateral Agent shall instruct by 10:00 a.m., New York City time, on the Securities Intermediary to Transfer sixth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such DB1/ 116050876.5 Holder of Corporate Units, present the related [Debentures underlying the Pledged Preferred Securities or] Pledged Notes Applicable Ownership Interests in Debentures to the Remarketing Agent Agents for remarketing. Upon receiving such [Pledged Preferred Securities or] Pledged NotesDebentures, the Remarketing AgentAgents, pursuant to the terms of the Remarketing Agreement, will use their commercially reasonable efforts to remarket such [Debentures underlying the Pledged Preferred Securities or] Pledged Notes Applicable Ownership Interests in Debentures on such datedate at a price equal to or greater than 100% of the aggregate Value of such Pledged Applicable Ownership Interests in Debentures plus the Remarketing Fee. The Remarketing Agent Agents may deduct the Remarketing Fee from any portion of the proceeds from the Remarketing of the Debentures that is in excess of the sum of 100% of the aggregate Value of such Pledged Applicable Ownership Interests in Debentures and the aggregate Separate Debentures Purchase Price. Upon a Successful Remarketing and after deducting the Remarketing Fee from such Proceeds, the Remarketing Agents will deposit remit the entire amount remaining portion of the Proceeds of a Successful Remarketing related to such remarketing Applicable Ownership Interest in Debentures to the Collateral AccountAgent. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply a that portion of the Proceeds from such remarketing Remarketing equal to the aggregate principal amount Value of such [the Pledged Preferred Securities or] Pledged Notes Applicable Ownership Interests in Debentures to satisfy in full the obligations of such Holder's obligations Holders of Corporate Units to pay the Purchase Price to purchase for the shares of Common Stock under the related Purchase Contracts. The Collateral Agent shall also instruct the Securities Intermediary to apply a remaining portion of the Proceeds of such remarketing equal to $[.0625] per [Pledged Preferred Security or] Pledged Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such remarketingProceeds, if any, shall be transferred distributed by the Collateral Agent to the Purchase Contract Agent for payment to the benefit of such Holder for distribution to such HolderHolders. If the Remarketing Agent advises Agents advise the Collateral Agent in writing that there they cannot remarket the related Pledged Applicable Ownership Interests in Debentures of such Holders of Corporate Units at a price not less than 100% of the aggregate Value of such Pledged Applicable Ownership Interests in Debentures, or if the Remarketing does not occur because a condition precedent to such Remarketing has not been fulfilled, thus resulting in a Failed Remarketing, thus resulting in an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company shall, at the written direction of the Company, dispose of the [Pledged Preferred Security or] Pledged Notes Agent will proceed as described in accordance with applicable law and satisfy in full, from such disposition, such Holder's obligations to pay the Purchase Price for the shares of American Electric Power Company, Inc. StockSection 4.4 hereof. (b) If In the event a Holder of Treasury SPC Units [ or, if a Tax Event Redemption the Treasury Portfolio has occurredreplaced the Applicable Ownership Interests in Debentures as components of Corporate Units, a SPC Unit,] Corporate Units, has not elected to make made an effective Cash Early Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(d)(i) or a Fundamental Change Early Settlement of the Purchase Contract AgreementContracts underlying its Treasury Units or Corporate Units, or has given such notice but failed to make such payment in as the manner required by Section 5.4(d)(ii) of the Purchase Contract Agreementcase may be, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities [(or such the related Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) Interests in the Treasury Portfolio, as the case may be]. Upon maturity On the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall, at the written direction of the Purchase Contract Agent, invest the cash Proceeds of the maturing Pledged Treasury Securities [or the Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) Interests in the Treasury Portfolio, as the case may be], the Securities Intermediary, at the written direction of the Collateral Agent, shall invest the Cash Proceeds of the maturing Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be,] in Permitted Investments [maturing on or prior to the Purchase Contract Settlement Date]Investments. Without receiving any instruction from any such HolderHolder of Treasury Units or Corporate Units, the Collateral Agent shall apply the Proceeds of the related Pledged Treasury Securities [or Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) Interests in the Treasury Portfolio, as the case may be], Portfolio to the settlement of such the related Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities [or related Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) Interests in the Treasury Portfolio, as the case may be], Portfolio and the investment earnings from the investment in Permitted Investments exceeds Investments, if any, is in excess of the aggregate Purchase Price of the Purchase Contracts being settled therebythereby on the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, to the Purchase Contract Agent for the benefit of the Holders. DB1/ 116050876.5 The Company shall not be obligated to issue any shares of Common Stock in respect of the Purchase Contracts or deliver any certificate therefor to the Holder unless it shall have received payment in full of the Purchase Price for the shares of Common Stock to be purchased thereunder. (c) Pursuant to the Remarketing Agreement, on or prior to 5:00 p.m., New York City time, on the second Business Day immediately preceding the first Remarketing Date of the applicable Three‑Day Remarketing Period, but no earlier than 5:00 p.m., New York City time, on the fifth Business Day immediately preceding such Holder for distribution first Remarketing Date of the applicable Three‑Day Remarketing Period, holders of Separate Debentures may elect to have their Separate Debentures remarketed by delivering the Separate Debentures, together with a notice of such election, substantially in the form of Exhibit C hereto, to the Custodial Agent. The Custodial Agent will hold the Separate Debentures in an account separate from the Collateral Account. A holder of Separate Debentures electing to have its Separate Debentures remarketed will also have the right to withdraw such election by written notice to the Custodial Agent, substantially in the form of Exhibit D hereto, on or prior to 5:00 p.m., New York City time, on the second Business Day immediately preceding the first Remarketing Date of the relevant Three‑Day Remarketing Period, upon which notice the Custodial Agent shall return such Separate Debentures to such Holderholder. After such time, such election to remarket shall become an irrevocable election to have such Separate Debentures remarketed in such Remarketing. Promptly after 11:00 a.m., New York City time, on the Business Day immediately preceding the first Remarketing Date of the relevant Three‑Day Remarketing Period, the Custodial Agent shall notify the Remarketing Agents of the aggregate principal amount of the Separate Debentures to be remarketed and shall deliver to the Remarketing Agents for Remarketing all Separate Debentures delivered to the Custodial Agent, and not withdrawn, pursuant to this Section 4.6(c) prior to such date. The portion of the proceeds from such remarketing equal to the aggregate Value of the Separate Debentures will automatically be remitted by the Remarketing Agents to the Custodial Agent for the benefit of the holders of the Separate Debentures. (d) In addition, after deducting the Remarketing Fee from the Value of the remarketed Separate Debentures, from any amount of such proceeds in excess of the aggregate Value of the remarketed Separate Debentures, the Remarketing Agents will remit to the Custodial Agent the remaining portion of the proceeds, if any, for the benefit of such holders. If, despite using their commercially reasonable efforts, a remarketing attempt is unsuccessful on the first Remarketing Date of a Three‑Day Remarketing Period, subsequent remarketings will be attempted on each of the two following Remarketing Dates in that Three‑Day Remarketing Period until a Successful Remarketing occurs. If the Remarketing Agents advise the Custodial Agent in writing that none of the three remarketings occurring during a Three‑Day Remarketing Period resulted in a Successful Remarketing or, if a condition to the Remarketing shall not have been fulfilled, thus in either case resulting in a Failed Remarketing, the Remarketing Agents will promptly return the Separate Debentures to the Custodial Agent for redelivery to such holders.

Application of Proceeds Settlement. (a) So long as a Tax Event Redemption has not occurred, if If a Holder of SPC Units Corporate PIES has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(a)(i) in the Purchase Contract Agreement, or has given such notice but failed to deliver the required cash prior to 11:00 A.M. (a.m., New York City time) , on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts Contract(s) from the Proceeds of the remarketing of the related [Pledged Preferred Securities or] Pledged NotesShares. In such event, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related [Pledged Preferred Securities or] Pledged Notes Shares to the Remarketing Agent for remarketing. Upon receiving such [Pledged Preferred Securities or] Pledged NotesShares, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement, will use its reasonable efforts to remarket such [Pledged Preferred Securities or] Pledged Notes Shares on such datedate at a price of 100.50% of the aggregate liquidation preference of such Pledged Shares. The Remarketing Agent will deposit in the entire amount Collateral Account the portion of the Proceeds of such remarketing in equal to 100% the Collateral Accountaggregate liquidation preference of the remarketed Pledged Shares and, pursuant to the Remarketing Agreement, shall retain the portion of the Proceeds equal to 0.50% of the aggregate liquidation preference of the remarketed Pledged Shares. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply a portion of the Proceeds from such remarketing equal to the aggregate principal amount liquidation preference of such [Pledged Preferred Securities or] Pledged Notes Shares to satisfy in full the obligations of such Holder's obligations Holders of Corporate PIES to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. The Collateral Agent shall also instruct the Securities Intermediary to apply a portion of the Proceeds of such remarketing equal to $[.0625] per [Pledged Preferred Security or] Pledged Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such remarketing, if any, remarketing on deposit in the Collateral Account shall be transferred to the Purchase Contract Agent for the benefit of such Holder for distribution to such Holderthe Holders in accordance with their respective interests. If the Remarketing Agent advises the Collateral Agent in writing that there has been a Failed Remarketing, thus resulting in an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company shall, at the written direction of the Company, dispose of the [Pledged Preferred Security or] Pledged Notes Shares in accordance with applicable law and satisfy in full, from such disposition, such Holder's Holders' obligations to pay the Purchase Price for the shares of American Electric Power Company, Inc. Common Stock. (b) If a Holder of Treasury SPC Units [ or, if a Tax Event Redemption has occurred, a SPC Unit,] PIES has not elected to make an effective Cash Settlement cash settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(d)(i) of the Purchase Contract Agreement, or has given such notice but failed to make such payment in the manner required by Section 5.4(d)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts Contract(s) from the Proceeds of the related Pledged Treasury Securities [(or such Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be]Securities. Upon maturity of the Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be]Securities, the Securities Intermediary, at the written direction of the Collateral Agent, shall invest the Cash Proceeds of the maturing Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be,] in Permitted Investments [maturing on or prior to the Purchase Contract Settlement Date]Investments. Without receiving any instruction from any such HolderHolder of Treasury PIES, the Collateral Agent shall apply the Proceeds of the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], to the settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], and the investment earnings from the investment in Permitted Investments exceeds is in excess of the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, to the Purchase Contract Agent for the benefit of such Holder Holders for distribution to such HolderHolders in accordance with their respective interests.

Application of Proceeds Settlement. (a) So long as In the event a Holder of Income Units (if a Tax Event Redemption has not occurred, if a Holder of SPC Units ) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section paragraph 5.4(a)(i) in the Purchase Contract Agreement, Agreement or has given such notice but failed to deliver the required cash prior to 11:00 A.M. (New York City time) on the fifth Business Day immediately preceding not made an Early Settlement of the Purchase Contract Settlement DateContract(s) underlying its Income Units, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts Contract(s) from the Proceeds of the remarketing related Pledged Preferred Securities. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income Units, present the related [Pledged Preferred Securities or] Pledged Notes. In such event, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related [Pledged Preferred Securities or] Pledged Notes to the Remarketing Agent for remarketing. Upon receiving such [Pledged Preferred Securities or] Pledged NotesSecurities, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such [Pledged Preferred Securities or] Pledged Notes on such datedate at a price not less than approximately ____% of the aggregate Stated Amount of such Pledged Preferred Securities, plus accrued and unpaid distributions (including deferred distributions), if any, thereon. The After deducting as the Remarketing Fee an amount not exceeding ____ basis points (.__%) of the aggregate Stated Amount of the Pledged Preferred Securities from any amount of such Proceeds in excess of the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) of the remarketed Pledged Preferred Securities, the Remarketing Agent will deposit remit the entire amount of the Proceeds of such remarketing in to the Collateral AccountAgent. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply a that portion of the Proceeds from such remarketing equal to the aggregate principal amount Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) of such [Pledged Preferred Securities or] Pledged Notes Securities, to satisfy in full the obligations of such Holder's obligations Holders of Income Units to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. The Collateral Agent shall also instruct the Securities Intermediary to apply a remaining portion of the Proceeds of such remarketing equal to $[.0625] per [Pledged Preferred Security or] Pledged Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such remarketingProceeds, if any, shall be transferred distributed by the Collateral Agent to the Purchase Contract Agent for payment to the benefit of such Holder for distribution to such HolderHolders. If If, the Remarketing Agent advises the Collateral Agent in writing that there has been it cannot remarket the related Pledged Preferred Securities of such Holders of Income Units at a Failed Remarketingprice not less than 100% of the aggregate Stated Amount of such Pledged Preferred Securities plus any accrued and unpaid distributions (including deferred distributions), thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company shallwill, at the written direction of the Company, dispose of the [Pledged Preferred Security or] Pledged Notes Securities in accordance with applicable law and satisfy in full, from such disposition, such Holder's obligations obligation to pay the Purchase Price for the shares of American Electric Power Company, Inc. Common Stock.. 17 (b) If In the event a Holder of Treasury SPC Growth Units [ or, or Income Units (if a Tax Event Redemption has occurred, a SPC Unit,] ) has not elected to make made an effective Cash Early Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(d)(i) of the Purchase Contract Agreement, Contract(s) underlying its Growth Units or has given such notice but failed to make such payment in the manner required by Section 5.4(d)(ii) of the Purchase Contract AgreementIncome Units, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts Contract(s) from the Proceeds of the related Pledged Treasury Securities [(or such Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be]. Upon maturity On the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall, at the written direction of the Purchase Contract Agent, invest the Cash proceeds of the maturing Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], the Securities Intermediary, at the written direction of the Collateral Agent, shall invest the Cash Proceeds of the maturing Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be,] in overnight Permitted Investments [maturing on or prior to the Purchase Contract Settlement Date]Investments. Without receiving any instruction from any such HolderHolder of Growth Units or Income Units, the Collateral Agent shall apply the Proceeds of the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], Portfolio to the settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], Portfolio and the investment earnings from the investment in overnight Permitted Investments exceeds is in excess of the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, to the Purchase Contract Agent for the benefit of such Holder for distribution to such Holderthe Holders.

Application of Proceeds Settlement. (a) So long as a Tax Event Redemption has not occurred, if In the event a Holder of SPC Units Corporate Units, unless a Treasury Portfolio has replaced the Debt Securities, has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(a)(i) in of the Purchase Contract Agreement, Agreement or has given such notice but failed to deliver the required cash prior to 11:00 A.M. (New York City time) on the fifth Business Day immediately preceding not made an Early Settlement of the Purchase Contract Settlement DateContracts underlying its Corporate Units, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the remarketing of the related [Pledged Preferred Securities or] Pledged NotesDebt Securities. In such event, the The Collateral Agent shall instruct by 10:00 a.m., New York City time, on the Securities Intermediary to Transfer fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Corporate Units, present the related [Pledged Preferred Debt Securities or] Pledged Notes to the Remarketing Agent for remarketing. Upon receiving such [Pledged Preferred Securities or] Pledged NotesDebt Securities, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement, will use its reasonable efforts to remarket such [Pledged Preferred Debt Securities or] Pledged Notes on such datedate at a price of approximately [100.5]% (but not less than [100]%) of the aggregate Value of such Pledged Debt Securities, plus accrued and unpaid interest, if any, thereon. The After deducting as the Remarketing Fee an amount not exceeding ___ basis points (.__%) of the aggregate Value of the Pledged Debt Securities from any amount of such Proceeds in excess of the sum of (i) the aggregate Value of such Debt Securities, plus (ii) such accrued and unpaid interest on the remarketed Pledged Debt Securities, the Remarketing Agent will deposit remit the entire amount of the Proceeds of such a successful remarketing in to the Collateral AccountAgent. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply a that portion of the Proceeds from such remarketing equal to the aggregate principal amount Value of such [the Pledged Preferred Securities or] Pledged Notes Debt Securities, to satisfy in full the obligations of such Holder's obligations Holders of Corporate Units to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. The Collateral Agent shall also instruct the Securities Intermediary to apply a remaining portion of the Proceeds of such remarketing equal to $[.0625] per [Pledged Preferred Security or] Pledged Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such remarketingProceeds, if any, shall be transferred distributed by the Collateral Agent to the Purchase Contract Agent for payment to the benefit of such Holder for distribution to such HolderHolders. If the Remarketing Agent advises the Collateral Agent in writing that there it cannot remarket the related Pledged Debt Securities of such Holders of Corporate Units at a price not less than 100% of the aggregate Value of such Pledged Debt Securities plus any accrued and unpaid interest, or if the remarketing does not occur because a condition precedent to it has not been fulfilled, thus resulting in a Failed Remarketing, thus resulting in an event of default under the Purchase Contract Agreement and hereunder, the Collateral AgentAgent will, for the benefit of the Company shallCompany, at the written direction of the Company, retain or dispose of the [Pledged Preferred Security or] Pledged Notes Debt Securities in accordance with applicable law and satisfy in full, from any such dispositiondisposition or retention, such Holder's obligations obligation to pay the Purchase Price for the shares of American Electric Power Company, Inc. StockCommon Stock under the related Purchase Contracts. (b) If In the event a Holder of Treasury SPC Units [ or, if a Tax Event Redemption Treasury Portfolio has occurredreplaced the Debt Securities, a SPC Unit,] Corporate Units, has not elected to make made an effective Cash Early Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(d)(i) of the Purchase Contract AgreementContracts underlying its Treasury Units or Corporate Units, or has given such notice but failed to make such payment in as the manner required by Section 5.4(d)(ii) of the Purchase Contract Agreementcase may be, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities [(or such the related Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the a Treasury Portfolio, as the case may be]. Upon maturity On the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall, at the written direction of the Purchase Contract Agent, invest the Cash proceeds of the maturing Pledged Treasury Securities [or the Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the a Treasury Portfolio, as the case may be], the Securities Intermediary, at the written direction of the Collateral Agent, shall invest the Cash Proceeds of the maturing Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be,] in overnight Permitted Investments [maturing on or prior to the Purchase Contract Settlement Date]Investments. Without receiving any instruction from any such HolderHolder of Treasury Units or Corporate Units, the Collateral Agent shall apply the Proceeds of the related Pledged Treasury Securities [or Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the a Treasury Portfolio, as the case may be], Portfolio to the settlement of such the related Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities [or related Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the a Treasury Portfolio, as the case may be], Portfolio and the investment earnings from the investment in overnight Permitted Investments exceeds is in excess of the aggregate Purchase Price of the Purchase Contracts being settled therebythereby on the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, to the Purchase Contract Agent for the benefit of the Holders. (c) Pursuant to the Remarketing Agreement, on or prior to the fifth Business Day immediately preceding each Reset Date, but no earlier than the Payment Date immediately preceding such Holder for distribution Reset Date, holders of Separate Debt Securities may elect to have their Separate Debt Securities remarketed by delivering the Separate Debt Securities, together with a notice of such election, substantially in the form of Exhibit C hereto, to the Custodial Agent. The Custodial Agent will hold the Separate Debt Securities in an account separate from the Collateral Account. A holder of Separate Debt Securities electing to have its Separate Debt Securities remarketed will also have the right to withdraw such election by written notice to the Custodial Agent, substantially in the form of Exhibit D hereto, on or prior to the fifth Business Day immediately preceding the applicable Reset Date, upon which notice the Custodial Agent will return the Separate Debt Securities to such Holderholder. On the fourth Business Day immediately preceding the applicable Reset Date, the Custodial Agent will deliver to the Remarketing Agent for remarketing all Separate Debt Securities delivered to the Custodial Agent pursuant to this Section 4.6(c) and not withdrawn pursuant to the terms hereof prior to such date. The portion of the proceeds from such remarketing equal to the aggregate Value of the Separate Debt Securities, plus accrued and unpaid interest, if any, thereon, will automatically be remitted by the Remarketing Agent to the Custodial Agent for the benefit of the holders of the Separate Debt Securities. In addition, after deducting as the Remarketing Fee an amount not exceeding __ basis points (.__%) of the Value of the remarketed Separate Debt Securities, from any amount of such proceeds in excess of the sum of (i) the aggregate Value of the remarketed Separate Debt Securities plus (ii) any accrued and unpaid interest thereon, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds, if any, for the benefit of such holders. If, despite using its reasonable efforts, the Remarketing Agent advises the Custodial Agent in writing that it cannot remarket the related Separate Debt Securities of such holders, together with the remarketed Pledged Debt Securities, at a price not less than 100% of the aggregate Value of the Separate Debt Securities and the Pledged Debt Securities plus accrued and unpaid interest or, if a condition to the remarketing shall not have been fulfilled, thus in either case resulting in a Failed Remarketing, the Remarketing Agent will promptly return the Separate Debt Securities to the Custodial Agent for redelivery to such holders.

Application of Proceeds Settlement. (a) So long as a Tax Event Redemption has not occurred, if In the event a Holder of SPC Units Corporate Units, unless the Applicable Ownership Interests in the Treasury Portfolio have replaced the Applicable Ownership Interests in Debentures as components of the Corporate Units, has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(a)(i) in of the Purchase Contract Agreement, Agreement or has given such notice but failed to deliver the required cash prior to 11:00 A.M. (New York City time) on the fifth Business Day immediately preceding not made an Early Settlement or a Fundamental Change Early Settlement of the Purchase Contract Settlement DateContracts underlying its Corporate Units, such Holder shall be deemed to have elected consented to the disposition of the Debentures underlying the Pledged Applicable Ownership Interests in Debentures pursuant to the Remarketing as described in Section 5.4(a) of the Purchase Contract Agreement in order to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the remarketing of the related [Pledged Preferred Securities or] Pledged NotesContract. In such event, the The Collateral Agent shall instruct by 10:00 a.m., New York City time, on the Securities Intermediary to Transfer sixth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Corporate Units, present the related [Debentures underlying the Pledged Preferred Securities or] Pledged Notes Applicable Ownership Interests in Debentures to the Remarketing Agent Agents for remarketing. Upon receiving such [Pledged Preferred Securities or] Pledged NotesDebentures, the Remarketing AgentAgents, pursuant to the terms of the Remarketing Agreement, will use their commercially reasonable efforts to remarket such [Debentures underlying the Pledged Preferred Securities or] Pledged Notes Applicable Ownership Interests in Debentures on such datedate at a price equal to or greater than 100% of the aggregate Value of such Pledged Applicable Ownership Interests in Debentures plus the Remarketing Fee. DB1/ 132090770.6 The Remarketing Agent Agents may deduct the Remarketing Fee from any portion of the proceeds from the Remarketing of the Debentures that is in excess of the sum of 100% of the aggregate Value of such Pledged Applicable Ownership Interests in Debentures and the aggregate Separate Debentures Purchase Price. Upon a Successful Remarketing and after deducting the Remarketing Fee from such Proceeds, the Remarketing Agents will deposit remit the entire amount remaining portion of the Proceeds of a Successful Remarketing related to such remarketing Applicable Ownership Interest in Debentures to the Collateral AccountAgent. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply a that portion of the Proceeds from such remarketing Remarketing equal to the aggregate principal amount Value of such [the Pledged Preferred Securities or] Pledged Notes Applicable Ownership Interests in Debentures to satisfy in full the obligations of such Holder's obligations Holders of Corporate Units to pay the Purchase Price to purchase for the shares of Common Stock under the related Purchase Contracts. The Collateral Agent shall also instruct the Securities Intermediary to apply a remaining portion of the Proceeds of such remarketing equal to $[.0625] per [Pledged Preferred Security or] Pledged Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such remarketingProceeds, if any, shall be transferred distributed by the Collateral Agent to the Purchase Contract Agent for payment to the benefit of such Holder for distribution to such HolderHolders. If the Remarketing Agent advises Agents advise the Collateral Agent in writing that there they cannot remarket the related Pledged Applicable Ownership Interests in Debentures of such Holders of Corporate Units at a price not less than 100% of the aggregate Value of such Pledged Applicable Ownership Interests in Debentures, or if the Remarketing does not occur because a condition precedent to such Remarketing has not been fulfilled, thus resulting in a Failed Remarketing, thus resulting in an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company shall, at the written direction of the Company, dispose of the [Pledged Preferred Security or] Pledged Notes Agent will proceed as described in accordance with applicable law and satisfy in full, from such disposition, such Holder's obligations to pay the Purchase Price for the shares of American Electric Power Company, Inc. StockSection 4.4 hereof. (b) If In the event a Holder of Treasury SPC Units [ or, if a Tax Event Redemption the Treasury Portfolio has occurredreplaced the Applicable Ownership Interests in Debentures as components of Corporate Units, a SPC Unit,] Corporate Units, has not elected to make made an effective Cash Early Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(d)(i) or a Fundamental Change Early Settlement of the Purchase Contract AgreementContracts underlying its Treasury Units or Corporate Units, or has given such notice but failed to make such payment in as the manner required by Section 5.4(d)(ii) of the Purchase Contract Agreementcase may be, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities [(or such the related Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) Interests in the Treasury Portfolio, as the case may be]. Upon maturity On the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall, at the written direction of the Purchase Contract Agent, invest the cash Proceeds of the maturing Pledged Treasury Securities [or the Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) Interests in the Treasury Portfolio, as the case may be], the Securities Intermediary, at the written direction of the Collateral Agent, shall invest the Cash Proceeds of the maturing Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be,] in Permitted Investments [maturing on or prior to the Purchase Contract Settlement Date]Investments. Without receiving any instruction from any such HolderHolder of Treasury Units or Corporate Units, the Collateral Agent shall apply the Proceeds of the related Pledged Treasury Securities [or Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) Interests in the Treasury Portfolio, as the case may be], Portfolio to the settlement of such the related Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities [or related Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) Interests in the Treasury Portfolio, as the case may be], Portfolio and the investment earnings from the investment in Permitted Investments exceeds Investments, if any, is in excess of the aggregate Purchase Price of the Purchase Contracts being settled therebythereby on the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, to the Purchase Contract Agent for the benefit of the Holders. The Company shall not be obligated to issue any shares of Common Stock in respect of the Purchase Contracts or deliver any certificate therefor to the Holder unless it shall have received payment in full of the Purchase Price for the shares of Common Stock to be purchased thereunder. DB1/ 132090770.6 (c) Pursuant to the Remarketing Agreement, on or prior to 5:00 p.m., New York City time, on the second Business Day immediately preceding the first Remarketing Date of the applicable Three-Day Remarketing Period, but no earlier than 5:00 p.m., New York City time, on the fifth Business Day immediately preceding such Holder for distribution first Remarketing Date of the applicable Three-Day Remarketing Period, holders of Separate Debentures may elect to have their Separate Debentures remarketed by delivering the Separate Debentures, together with a notice of such election, substantially in the form of Exhibit C hereto, to the Custodial Agent. The Custodial Agent will hold the Separate Debentures in an account separate from the Collateral Account. A holder of Separate Debentures electing to have its Separate Debentures remarketed will also have the right to withdraw such election by written notice to the Custodial Agent, substantially in the form of Exhibit D hereto, on or prior to 5:00 p.m., New York City time, on the second Business Day immediately preceding the first Remarketing Date of the relevant Three-Day Remarketing Period, upon which notice the Custodial Agent shall return such Separate Debentures to such Holderholder. After such time, such election to remarket shall become an irrevocable election to have such Separate Debentures remarketed in such Remarketing. Promptly after 11:00 a.m., New York City time, on the Business Day immediately preceding the first Remarketing Date of the relevant Three-Day Remarketing Period, the Custodial Agent shall notify the Remarketing Agents of the aggregate principal amount of the Separate Debentures to be remarketed and shall deliver to the Remarketing Agents for Remarketing all Separate Debentures delivered to the Custodial Agent, and not withdrawn, pursuant to this Section 4.6(c) prior to such date. The portion of the proceeds from such remarketing equal to the aggregate Value of the Separate Debentures will automatically be remitted by the Remarketing Agents to the Custodial Agent for the benefit of the holders of the Separate Debentures. (d) In addition, after deducting the Remarketing Fee from the Value of the remarketed Separate Debentures, from any amount of such proceeds in excess of the aggregate Value of the remarketed Separate Debentures, the Remarketing Agents will remit to the Custodial Agent the remaining portion of the proceeds, if any, for the benefit of such holders. If, despite using their commercially reasonable efforts, a remarketing attempt is unsuccessful on the first Remarketing Date of a Three-Day Remarketing Period, subsequent remarketings will be attempted on each of the two following Remarketing Dates in that Three-Day Remarketing Period until a Successful Remarketing occurs. If the Remarketing Agents advise the Custodial Agent in writing that none of the three remarketings occurring during a Three-Day Remarketing Period resulted in a Successful Remarketing or, if a condition to the Remarketing shall not have been fulfilled, thus in either case resulting in a Failed Remarketing, the Remarketing Agents will promptly return the Separate Debentures to the Custodial Agent for redelivery to such holders. DB1/ 132090770.6

Application of Proceeds Settlement. (a) So long as a Tax Event Redemption has not occurred, if If a Holder of SPC Corporate Units has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(a)(i) in the Purchase Contract Agreement, or has given such notice but failed to deliver the required cash prior to 11:00 A.M. (A.M., New York City time) , on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts Contract(s) from the Proceeds of the remarketing of the related [Pledged Preferred Securities or] Pledged NotesDebentures. In such event, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related [Pledged Preferred Securities or] Pledged Notes Debentures to the Remarketing Agent for remarketing. Upon receiving such [Pledged Preferred Securities or] Pledged NotesDebentures, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement, will use commercially reasonable efforts to remarket such [Pledged Preferred Securities or] Pledged Notes Debentures on such datedate at a price of 100.50% of the aggregate principal amount of such Pledged Debentures. The From the proceeds of the Remarketing, the Remarketing Agent will retain an amount (not exceeding 0.50% of the aggregate principal amount of such Pledged Debentures) equal to its remarketing fee and will deposit the entire remaining amount of the Proceeds of such remarketing in the Collateral Account. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply a portion of the Proceeds from such remarketing equal to the aggregate principal amount of such [Pledged Preferred Securities or] Pledged Notes Debentures to satisfy in full the obligations of such Holder's obligations Holders of Corporate Units to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. The Collateral Agent shall also instruct the Securities Intermediary to apply a portion of the Proceeds of such remarketing equal to $[.0625] per [Pledged Preferred Security or] Pledged Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such remarketing, remarketing (if any, ) shall be transferred to the Purchase Contract Agent for the benefit of such Holder for distribution to such HolderCompany. If the Remarketing Agent advises the Collateral Agent in writing that there has been a Failed Remarketing, thus resulting in an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company shall, at the written direction of the Company, dispose of the [Pledged Preferred Security or] Pledged Notes in accordance with applicable law and satisfy in full, from such disposition, such Holder's obligations to pay the Purchase Price for the shares of American Electric Power Company, Inc. Stock. (b) If a Holder of Treasury SPC Units [ or, if a Tax Event Redemption has occurred, a SPC Unit,] has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(d)(i) of the Purchase Contract Agreement, or has given such notice but failed to make such payment in the manner required by Section 5.4(d)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities [(or such Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be]. Upon maturity of the Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], the Securities Intermediary, at the written direction of the Collateral Agent, shall invest the Cash Proceeds of the maturing Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be,] in Permitted Investments [maturing on or prior to the Purchase Contract Settlement Date]. Without receiving any instruction from any such Holder, the Collateral Agent shall apply the Proceeds of the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], to the settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], and the investment earnings from the investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, to the Purchase Contract Agent for the benefit of such Holder for distribution to such Holder.

Application of Proceeds Settlement. (a) So long as In the event a Holder of Income PRIDES (unless a Tax Event Redemption or a Successful Initial Remarketing has not occurred, if a Holder of SPC Units ) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(a)(iparagraph 5.5(a)(i) in the Purchase Contract Agreement, Agreement or has given such notice but failed to deliver the required cash prior to 11:00 A.M. (New York City time) on the fifth Business Day immediately preceding not made an Early Settlement of the Purchase Contract Settlement DateContract(s) underlying its Income PRIDES, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts Contract(s) from the Proceeds of the remarketing related Pledged Senior Notes. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDES, present the related [Pledged Preferred Securities or] Pledged Notes. In such event, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related [Pledged Preferred Securities or] Pledged Senior Notes to the Remarketing Agent for remarketing. Upon receiving such [Pledged Preferred Securities or] Pledged Senior Notes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such [Pledged Preferred Securities or] Pledged Senior Notes on such datedate at a price not less than approximately 100.5% of the aggregate Value of such Pledged Senior Notes, plus accrued and unpaid interest, if any, thereon. The After deducting as the remarketing fee an amount not exceeding 25 basis points (0.25%) of the aggregate Value of the Pledged Senior Notes from any amount of such Proceeds in excess of the aggregate Value, plus such accrued and unpaid interest of the remarketed Pledged Senior Notes, the Remarketing Agent will deposit remit the entire amount of the Proceeds of such remarketing in to the Collateral AccountAgent. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply a that portion of the Proceeds from such remarketing equal to the aggregate principal amount Value, plus such accrued and unpaid interest of such [Pledged Preferred Securities or] Pledged Notes Senior Notes, to satisfy in full the obligations of such Holder's obligations Holders of Income PRIDES to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. The Collateral Agent shall also instruct the Securities Intermediary to apply a remaining portion of the Proceeds of such remarketing equal to $[.0625] per [Pledged Preferred Security or] Pledged Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such remarketingProceeds, if any, shall be transferred distributed by the Collateral Agent to the Purchase Contract Agent for payment to the benefit of such Holder for distribution to such HolderHolders. If the Remarketing Agent advises the Collateral Agent in writing that there has been it cannot remarket the related Pledged Senior Notes of such Holders of Income PRIDES at a Failed Remarketingprice not less than 100% of the aggregate Value of such Pledged Senior Notes plus any accrued and unpaid interest, thus resulting in a Failed Secondary Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company shallwill, at the written direction of the Company, retain or dispose of the [Pledged Preferred Security or] Pledged Senior Notes in accordance with applicable law and satisfy in full, from any such dispositiondisposition or retention, such Holder's obligations obligation to pay the Purchase Price for the shares of American Electric Power Company, Inc. Common Stock. (b) If In the event a Holder of Treasury SPC Units [ or, Growth PRIDES (if a Tax Event Redemption or a Successful Initial Remarketing has occurred, a SPC Unit,] ) has not elected to make made an effective Cash Early Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(d)(i) of the Purchase Contract Agreement, or has given such notice but failed to make such payment in the manner required by Section 5.4(d)(iiContract(s) of the Purchase Contract Agreementunderlying its Growth PRIDES, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts Contract(s) from the Proceeds of the related Pledged Treasury Securities [(or such the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be]. Upon maturity On the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall invest the Cash proceeds of the maturing Pledged Treasury Securities [Securities, or the maturing appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], the Securities Intermediary, at the written direction of the Collateral Agent, shall invest the Cash Proceeds of the maturing Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be,] in any overnight Permitted Investments [maturing on or prior to the Purchase Contract Settlement Date]Investments. Without receiving any instruction from any such HolderHolder of Growth PRIDES, the Collateral Agent shall apply the Proceeds of the related Pledged Treasury Securities [or appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], Portfolio to the settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities [or appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], and the investment earnings from the investment in overnight Permitted Investments exceeds is in excess of the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, to the Purchase Contract Agent for the benefit of the Holder. (c) Pursuant to the Remarketing Agreement and subject to the terms of the Remarketing Underwriting Agreement, on or prior to the fifth Business Day immediately preceding the Initial Remarketing Date or the Secondary Remarketing Date, as applicable, but no earlier than the Payment Date immediately preceding such Holder for distribution Date, holders of Separate Senior Notes may elect to have their Separate Senior Notes remarketed by delivering their Separate Senior Notes, together with a notice of such election, substantially in the form of Exhibit C hereto, to the Custodial Agent. The Custodial Agent will hold such Separate Senior Notes in an account separate from the Collateral Account. A holder of Separate Senior Notes electing to have its Separate Senior Notes remarketed will also have the right to withdraw such election by written notice to the Custodial Agent, substantially in the form of Exhibit D hereto, on or prior to the second Business Day immediately preceding the Initial Remarketing Date or the Secondary Remarketing Date, as applicable, upon which notice the Custodial Agent will return such Separate Senior Notes to such Holderholder. On the Business Day immediately preceding the Initial Remarketing Date or the Secondary Remarketing Date, as applicable, the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of the separate Notes to be remarketed and will deliver to the Remarketing Agent for remarketing all Separate Senior Notes delivered to the Custodial Agent pursuant to this Section 4.6(c) and not withdrawn pursuant to the terms hereof prior to such date. The portion of the proceeds from such remarketing equal to the aggregate Value of such Separate Senior Notes will automatically be remitted by the Remarketing Agent to the Custodial Agent for the benefit of the holders of such Separate Senior Notes. In addition, after deducting as the remarketing fee an amount not exceeding 25 basis points (0.25%) of the Value of the remarketed Separate Senior Notes, from any amount of such proceeds in excess of the aggregate Value of the remarketed Separate Senior Notes plus any accrued and unpaid interest thereon, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds, if any, for the benefit of such holders. If, despite using its reasonable efforts, the Remarketing Agent advises the Custodial Agent in writing that it cannot remarket the related Separate Senior Notes of such holders at a price not less than 100% of the aggregate Value of such Separate Senior Notes plus accrued and unpaid interest and thus resulting in a Failed Initial Remarketing or a Failed Secondary Remarketing, the Remarketing Agent will promptly return such Senior Notes to the Custodial Agent for redelivery to such holders.

Application of Proceeds Settlement. (a) So long as In the event a Holder of Corporate Units (unless a Tax Event Redemption or a Successful Initial Remarketing has not occurred, if a Holder of SPC Units ) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent (with a copy to the Collateral Agent) in the manner provided for in Section paragraph 5.4(a)(i) in the Purchase Contract Agreement, or has given such notice but failed to deliver the required cash prior to 11:00 A.M. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the remarketing of the related [Pledged Preferred Securities or] Pledged Notes. In such event, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related [Pledged Preferred Securities or] Pledged Notes to the Remarketing Agent for remarketing. Upon receiving such [Pledged Preferred Securities or] Pledged Notes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement, will use reasonable efforts to remarket such [Pledged Preferred Securities or] Pledged Notes on such date. The Remarketing Agent will deposit the entire amount of the Proceeds of such remarketing in the Collateral Account. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply a portion of the Proceeds from such remarketing equal to the aggregate principal amount of such [Pledged Preferred Securities or] Pledged Notes to satisfy in full such Holder's obligations to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. The Collateral Agent shall also instruct the Securities Intermediary to apply a portion of the Proceeds of such remarketing equal to $[.0625] per [Pledged Preferred Security or] Pledged Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such remarketing, if any, shall be transferred to the Purchase Contract Agent for the benefit of such Holder for distribution to such Holder. If the Remarketing Agent advises the Collateral Agent in writing that there has been a Failed Remarketing, thus resulting in an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company shall, at the written direction of the Company, dispose of the [Pledged Preferred Security or] Pledged Notes in accordance with applicable law and satisfy in full, from such disposition, such Holder's obligations to pay the Purchase Price for the shares of American Electric Power Company, Inc. Stock. (b) If a Holder of Treasury SPC Units [ or, if a Tax Event Redemption has occurred, a SPC Unit,] has not elected to make made an effective Cash Early Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(d)(i) of the Purchase Contract Agreement, or has given such notice but failed to make such payment in the manner required by Section 5.4(d)(ii) of the Purchase Contract AgreementContracts underlying its Corporate Units, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities [(or such Applicable Ownership Interest (as specified in clause (A) of Debentures. The Collateral Agent shall, by 10:00 a.m., New York City time, on the definition of such term) in the Treasury Portfolio, as the case may be]. Upon maturity of the Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], the Securities Intermediary, at the written direction of the Collateral Agent, shall invest the Cash Proceeds of the maturing Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be,] in Permitted Investments [maturing on or prior to fourth Business Day immediately preceding the Purchase Contract Settlement Date]. Without receiving , without any instruction from such Holder of Corporate Units, present the related Pledged Debentures to the Remarketing Agent for remarketing. Upon receiving such Pledged Debentures, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Agreement, will use its reasonable efforts to remarket such Pledged Debentures on such date at a price of approximately 100.5% (but not less than 100%) of the aggregate Value of such Pledged Debentures. After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate Value of the remarketed Pledged Debentures from any amount of such HolderProceeds in excess of the aggregate Value of the Remarketed Pledged Debentures, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent. On the Purchase Contract Settlement Date, the Collateral Agent shall apply the Proceeds of the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], to the settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum that portion of the Proceeds from such remarketing equal to the aggregate Value of such remarketed Pledged Debentures to satisfy in full the obligations of such Holders of Corporate Units to pay the Purchase Price to purchase the Common Stock under the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition Purchase Contracts. The remaining portion of such term) in the Treasury PortfolioProceeds, as the case may be]if any, and the investment earnings from the investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts being settled thereby, shall be remitted by the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, to the Purchase Contract Agent for payment to the benefit Holders. If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Debentures of such Holder for distribution Holders of Corporate Units at a price not less than 100% of the aggregate Value of such Pledged Debentures or if the remarketing shall not have occurred because a condition precedent to such Holder.the remarketing shall not have been fulfilled, thus resulting in a Failed Secondary Remarketing and an event of default under the Purchase Contract Agreement and

Application of Proceeds Settlement. (a) So long as If a Holder of PEPS Units (if a Tax Event Redemption has not occurred, if a Holder of SPC Units ) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(a)(i) in the Purchase Contract Agreement, or has given such notice but failed to deliver the required cash prior to 11:00 A.M. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date____________, 200__, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the remarketing of the related [Pledged Preferred Securities or] or Pledged Senior Deferrable Notes. In such event, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related [Pledged Preferred Securities or] or Pledged Senior Deferrable Notes to the Remarketing Agent for remarketing. Upon receiving such [Pledged Preferred Securities or] or Pledged Senior Deferrable Notes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement, will use reasonable efforts to remarket such [Pledged Preferred Securities or] or Pledged Notes on such dateSenior Deferrable Notes. The Remarketing Agent will deposit the entire amount of the Proceeds of such remarketing (less $_______ per each Preferred Security remarketed, which shall be retained by the Remarketing Agent as a fee for its services in the Remarketing) in the Collateral Account, and the Securities Intermediary, at the written direction of the Collateral Agent, shall invest the Proceeds of the remarketing in Permitted Investments. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply a portion of the Proceeds from such remarketing equal to the aggregate liquidation amount of the Preferred Securities or aggregate principal amount of such [Pledged Preferred Securities or] Pledged Notes Senior Deferrable Note to satisfy in full such Holder's obligations to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. The Collateral Agent shall also instruct the Securities Intermediary to apply a portion of the Proceeds of such remarketing equal to $[.0625] per [Pledged Preferred Security or] Pledged Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such the remarketing, if any, shall be transferred to the Purchase Contract Agent for the benefit of such Holder for distribution to such Holder. If the Remarketing Agent advises the Collateral Agent in writing that there has been a Failed Remarketing, thus resulting in an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company shall, at the written direction of the Company, dispose of the [Pledged Preferred Security or] Securities or Pledged Senior Deferrable Notes in accordance with applicable law and satisfy in full, from such disposition, such Holder's obligations to pay the Purchase Price for the shares of American Electric Power Company, Inc. Common Stock. (b) If a Holder of a Treasury SPC Units [ or, PEPS Unit or a Holder of PEPS Unit (if a Tax Event Redemption has occurred, a SPC Unit,] ) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(d)(i) of the Purchase Contract Agreement, or has given such notice but failed to make such payment in the manner required by Section 5.4(d)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities [(or such Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in of the Treasury Portfolio, as the case may be]. Upon maturity of Promptly, after 11:00 a.m. (New York City time) on the Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of Business Day immediately prior to the definition of such term) in the Treasury Portfolio, as the case may be]Purchase Contract Settlement Date, the Securities Intermediary, at the written direction of the Collateral Agent, shall invest the Cash Proceeds of the maturing Pledged Treasury Securities [or such Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in of the Treasury Portfolioportfolios, as the case may be,] , in Permitted Investments [maturing on or prior Investments. Upon the request of the Securities Intermediary, the Company shall instruct the Securities Intermediary as to the Purchase Contract Settlement Date]type of Permitted Investments in which any such Cash Proceeds shall be invested; provided, however, that if the Company fails to deliver such instructions in a timely manner, the Securities Intermediary shall invest such Cash Proceeds in the Permitted Investments described in clause 5 of the definition of Permitted Investments. Without receiving any instruction from any such Holder, the Collateral Agent shall apply the Proceeds of the related Pledged Treasury Securities [or such Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in of the Treasury Portfolio, as the case may be], to the settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities [or such Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in of the Treasury Portfolio, Portfolio as the case may be], and the investment earnings from the investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, to the Purchase Contract Agent for the benefit of such Holder for distribution to such Holder.

Application of Proceeds Settlement. (a) So long as a Tax Event Redemption has not occurred, if In the event a Holder of SPC Units Corporate Units, unless the Applicable Ownership Interests in the Treasury Portfolio have replaced the Applicable Ownership Interests in Debentures as components of the Corporate Units, has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(a)(i) in of the Purchase Contract Agreement, Agreement or has given such notice but failed to deliver the required cash prior to 11:00 A.M. (New York City time) on the fifth Business Day immediately preceding not made an Early Settlement or a Fundamental Change Early Settlement of the Purchase Contract Settlement DateContracts underlying its Corporate Units, such Holder shall be deemed to have elected consented to the disposition of the Debentures underlying the Pledged Applicable Ownership Interests in Debentures pursuant to the Remarketing as described in Section 5.4(a) of the Purchase Contract Agreement in order to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the remarketing of the related [Pledged Preferred Securities or] Pledged NotesContract. In such event, the The Collateral Agent shall instruct by 10:00 a.m., New York City time, on the Securities Intermediary to Transfer sixth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Corporate Units, present the related [Debentures underlying the Pledged Preferred Securities or] Pledged Notes Applicable Ownership Interests in Debentures to the Remarketing Agent Agents for remarketing. Upon receiving such [Pledged Preferred Securities or] Pledged NotesDebentures, the Remarketing AgentAgents, pursuant to the terms of the Remarketing Agreement, will use their commercially reasonable efforts to remarket such [Debentures underlying the Pledged Preferred Securities or] Pledged Notes Applicable Ownership Interests in Debentures on such datedate at a price equal to or greater than 100% of the aggregate Value of such Pledged Applicable Ownership Interests in Debentures plus the Remarketing Fee. The Remarketing Agent Agents may deduct the Remarketing Fee from any portion of the proceeds from the Remarketing of the Debentures that is in excess of the sum of 100% of the aggregate Value of such Pledged Applicable Ownership Interests in Debentures and the aggregate Separate Debentures Purchase Price. Upon a Successful Remarketing and after deducting the Remarketing Fee from such Proceeds, the Remarketing Agents will deposit remit the entire amount remaining portion of the Proceeds of a Successful Remarketing related to such remarketing Applicable Ownership Interest in Debentures to the Collateral AccountAgent. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply a that portion of the Proceeds from such remarketing Remarketing equal to the aggregate principal amount Value of such [the Pledged Preferred Securities or] Pledged Notes Applicable Ownership Interests in Debentures to satisfy in full the obligations of such Holder's obligations Holders of Corporate Units to pay the Purchase Price to purchase for the shares of Common Stock under the related Purchase Contracts. The Collateral Agent shall also instruct the Securities Intermediary to apply a remaining portion of the Proceeds of such remarketing equal to $[.0625] per [Pledged Preferred Security or] Pledged Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such remarketingProceeds, if any, shall be transferred distributed by the Collateral Agent to the Purchase Contract Agent for payment to the benefit of such Holder for distribution to such HolderHolders. If the Remarketing Agent advises Agents advise the Collateral Agent in writing that there they cannot remarket the related Pledged Applicable Ownership Interests in Debentures of such Holders of Corporate Units at a price not less than 100% of the aggregate Value of such Pledged Applicable Ownership Interests in Debentures, or if the Remarketing does not occur because a condition precedent to such Remarketing has not been fulfilled, thus resulting in a Failed Remarketing, thus resulting in an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company shall, at the written direction of the Company, dispose of the [Pledged Preferred Security or] Pledged Notes Agent will proceed as described in accordance with applicable law and satisfy in full, from such disposition, such Holder's obligations to pay the Purchase Price for the shares of American Electric Power Company, Inc. StockSection 4.4 hereof. (b) If In the event a Holder of Treasury SPC Units [ or, if a Tax Event Redemption the Treasury Portfolio has occurredreplaced the Applicable Ownership Interests in Debentures as components of Corporate Units, a SPC Unit,] Corporate Units, has not elected to make made an effective Cash Early Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(d)(i) or a Fundamental Change Early Settlement of the Purchase Contract AgreementContracts underlying its Treasury Units or Corporate Units, or has given such notice but failed to make such payment in as the manner required by Section 5.4(d)(ii) of the Purchase Contract Agreementcase may be, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities [(or such the related Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) Interests in the Treasury Portfolio, as the case may be]. Upon maturity On the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall, at the written direction of the Purchase Contract Agent, invest the cash Proceeds of the maturing Pledged Treasury Securities [or the Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) Interests in the Treasury Portfolio, as the case may be], the Securities Intermediary, at the written direction of the Collateral Agent, shall invest the Cash Proceeds of the maturing Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be,] in Permitted Investments [maturing on or prior to the Purchase Contract Settlement Date]Investments. Without receiving any instruction from any such HolderHolder of Treasury Units or Corporate Units, the Collateral Agent shall apply the Proceeds of the related Pledged Treasury Securities [or Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) Interests in the Treasury Portfolio, as the case may be], Portfolio to the settlement of such the related Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities [or related Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) Interests in the Treasury Portfolio, as the case may be], Portfolio and the investment earnings from the investment in Permitted Investments exceeds Investments, if any, is in excess of the aggregate Purchase Price of the Purchase Contracts being settled therebythereby on the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, to the Purchase Contract Agent for the benefit of the Holders. The Company shall not be obligated to issue any shares of Common Stock in respect of the Purchase Contracts or deliver any certificate therefor to the Holder unless it shall have received payment in full of the Purchase Price for the shares of Common Stock to be purchased thereunder. (c) Pursuant to the Remarketing Agreement, on or prior to 5:00 p.m., New York City time, on the second Business Day immediately preceding the first Remarketing Date of the applicable Three-Day Remarketing Period, but no earlier than 5:00 p.m., New York City time, on the fifth Business Day immediately preceding such Holder for distribution first Remarketing Date of the applicable Three-Day Remarketing Period, holders of Separate Debentures may elect to have their Separate Debentures remarketed by delivering the Separate Debentures, together with a notice of such election, substantially in the form of Exhibit C hereto, to the Custodial Agent. The Custodial Agent will hold the Separate Debentures in an account separate from the Collateral Account. A holder of Separate Debentures electing to have its Separate Debentures remarketed will also have the right to withdraw such election by written notice to the Custodial Agent, substantially in the form of Exhibit D hereto, on or prior to 5:00 p.m., New York City time, on the second Business Day immediately preceding the first Remarketing Date of the relevant Three-Day Remarketing Period, upon which notice the Custodial Agent shall return such Separate Debentures to such Holderholder. After such time, such election to remarket shall become an irrevocable election to have such Separate Debentures remarketed in such Remarketing. Promptly after 11:00 a.m., New York City time, on the Business Day immediately preceding the first Remarketing Date of the relevant Three-Day Remarketing Period, the Custodial Agent shall notify the Remarketing Agents of the aggregate principal amount of the Separate Debentures to be remarketed and shall deliver to the Remarketing Agents for Remarketing all Separate Debentures delivered to the Custodial Agent, and not withdrawn, pursuant to this Section 4.6(c) prior to such date. The portion of the proceeds from such remarketing equal to the aggregate Value of the Separate Debentures will automatically be remitted by the Remarketing Agents to the Custodial Agent for the benefit of the holders of the Separate Debentures. (d) In addition, after deducting the Remarketing Fee from the Value of the remarketed Separate Debentures, from any amount of such proceeds in excess of the aggregate Value of the remarketed Separate Debentures, the Remarketing Agents will remit to the Custodial Agent the remaining portion of the proceeds, if any, for the benefit of such holders. If, despite using their commercially reasonable efforts, a remarketing attempt is unsuccessful on the first Remarketing Date of a Three-Day Remarketing Period, subsequent remarketings will be attempted on each of the two following Remarketing Dates in that Three-Day Remarketing Period until a Successful Remarketing occurs. If the Remarketing Agents advise the Custodial Agent in writing that none of the three remarketings occurring during a Three-Day Remarketing Period resulted in a Successful Remarketing or, if a condition to the Remarketing shall not have been fulfilled, thus in either case resulting in a Failed Remarketing, the Remarketing Agents will promptly return the Separate Debentures to the Custodial Agent for redelivery to such holders.

Application of Proceeds Settlement. (a) So long as a Tax Event Redemption has not occurred, if If a Holder of SPC Units Corporate SPUS has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(a)(i) in the Purchase Contract Agreement, or has given such notice but failed to deliver the required cash prior to 11:00 A.M. (a.m., New York City time) , on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts Contract(s) from the Proceeds of the remarketing of the related [Pledged Preferred Securities or] Pledged NotesShares. In such event, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related [Pledged Preferred Securities or] Pledged Notes Shares to the Remarketing Agent for remarketing. Upon receiving such [Pledged Preferred Securities or] Pledged NotesShares, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement, will use its reasonable efforts to remarket such [Pledged Preferred Securities or] Pledged Notes Shares on such datedate at a price of 100.50% of the aggregate liquidation preference of such Pledged Shares. The Remarketing Agent will deposit in the entire amount Collateral Account the portion of the Proceeds of such remarketing in equal to 100% the Collateral Accountaggregate liquidation preference of the remarketed Pledged Shares and, pursuant to the Remarketing Agreement, shall retain the portion of the Proceeds equal to 0.50% of the aggregate liquidation preference of the remarketed Pledged Shares. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply a portion of the Proceeds from such remarketing equal to the aggregate principal amount liquidation preference of such [Pledged Preferred Securities or] Pledged Notes Shares to satisfy in full the obligations of such Holder's obligations Holders of Corporate SPUS to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. The Collateral Agent shall also instruct the Securities Intermediary to apply a portion of the Proceeds of such remarketing equal to $[.0625] per [Pledged Preferred Security or] Pledged Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such remarketing, if any, remarketing on deposit in the Collateral Account shall be transferred to the Purchase Contract Agent for the benefit of such Holder for distribution to such Holderthe Holders in accordance with their respective interests. If the Remarketing Agent advises the Collateral Agent in writing that there has been a Failed Remarketing, thus resulting in an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company shall, at the written direction of the Company, dispose of the [Pledged Preferred Security or] Pledged Notes Shares in accordance with applicable law and satisfy in full, from such disposition, such Holder's Holders' obligations to pay the Purchase Price for the shares of American Electric Power Company, Inc. Common Stock. (b) If a Holder of Treasury SPC Units [ or, if a Tax Event Redemption has occurred, a SPC Unit,] SPUS has not elected to make an effective Cash Settlement cash settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(d)(i) of the Purchase Contract Agreement, or has given such notice but failed to make such payment in the manner required by Section 5.4(d)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts Contract(s) from the Proceeds of the related Pledged Treasury Securities [(or such Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be]Securities. Upon maturity of the Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be]Securities, the Securities Intermediary, at the written direction of the Collateral Agent, shall invest the Cash Proceeds of the maturing Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be,] in Permitted Investments [maturing on or prior to the Purchase Contract Settlement Date]Investments. Without receiving any instruction from any such HolderHolder of Treasury SPUS, the Collateral Agent shall apply the Proceeds of the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], to the settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], and the investment earnings from the investment in Permitted Investments exceeds is in excess of the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, to the Purchase Contract Agent for the benefit of such Holder Holders for distribution to such HolderHolders in accordance with their respective interests.

Application of Proceeds Settlement. (a) So long as In the event a Holder of Corporate Units (unless a Tax Event Redemption or a Successful Initial Remarketing has not occurred, if a Holder of SPC Units ) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent (with a copy to the Collateral Agent) in the manner provided for in Section 5.4(a)(iparagraph 5.04(a)(i) in the Purchase Contract Agreement, Agreement and has not made an Early Settlement or has given such notice but failed to deliver the required cash prior to 11:00 A.M. (New York City time) on the fifth Business Day immediately preceding Merger Early Settlement of the Purchase Contract Settlement DateContracts underlying its Corporate Units, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the remarketing of the related [Pledged Preferred Securities or] Pledged Notes. In such event, the The Collateral Agent shall instruct shall, by 10:00 a.m., New York City time, on the Securities Intermediary to Transfer fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Corporate Units, present the related [Pledged Preferred Securities or] Pledged Notes to the Remarketing Agent for remarketing. Upon receiving such [Pledged Preferred Securities or] Pledged Notes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Agreement, will use its commercially reasonable best efforts to remarket such [Pledged Preferred Securities or] Pledged Notes on such datedate at the Reset Rate. The After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate Value of the remarketed Pledged Notes from any amount of such Proceeds in excess of the aggregate Value of the remarketed Pledged Notes, the Remarketing Agent will deposit remit the entire amount of the Proceeds of such remarketing in to the Collateral AccountAgent. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply a that portion of the Proceeds from such remarketing equal to the aggregate principal amount Value of such [Pledged Preferred Securities or] remarketed Pledged Notes to satisfy in full the obligations of such Holder's obligations Holders of Corporate Units to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. The Collateral Agent shall also instruct the Securities Intermediary to apply a remaining portion of the Proceeds of such remarketing equal to $[.0625] per [Pledged Preferred Security or] Pledged Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such remarketingProceeds, if any, shall be transferred remitted by the Collateral Agent to the Purchase Contract Agent for payment to the benefit of such Holder for distribution to such HolderHolders. If the Remarketing Agent advises the Collateral Agent in writing that there has it cannot remarket the related Pledged Notes of such Holders of Corporate Units at a price not less than 100% of the aggregate Value of such Pledged Notes or if the remarketing shall not have occurred because a condition precedent to the remarketing shall not have been a Failed Remarketingfulfilled, thus resulting in a Failed Secondary Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company shallwill, at the written direction of the Company, retain or dispose of the [Pledged Preferred Security or] Pledged Notes in accordance with applicable law and satisfy in full, from any such dispositiondisposition or retention, such Holder's obligations obligation to pay the Purchase Price for the shares of American Electric Power Company, Inc. Common Stock. (b) If In the event a Holder of Treasury SPC Units [ or, or Corporate Units (if a Tax Event Redemption or a Successful Initial Remarketing has occurred, a SPC Unit,] ) has not elected to make an effective Cash made a Merger Early Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(d)(i) of the Purchase Contract Agreement, Contracts underlying its Treasury Units or has given such notice but failed to make such payment in the manner required by Section 5.4(d)(ii) of the Purchase Contract AgreementCorporate Units, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities [(or such the appropriate Applicable Ownership Interest (as specified defined in clause (A) of the definition of such term) in of the Treasury Portfolio, as the case may be]. Upon maturity On the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall, at the written direction of the Purchase Contract Agent, which written direction shall be furnished to the Collateral Agent prior to 11:30 a.m., New York City time, invest the Cash proceeds of the maturing Pledged Treasury Securities [or the maturing appropriate Applicable Ownership Interest (as specified defined in clause (A) of the definition of such term) in of the Treasury Portfolio, as the case may be], the Securities Intermediary, at the written direction of the Collateral Agent, shall invest the Cash Proceeds of the maturing Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be,] in overnight Permitted Investments [maturing on or prior to the Purchase Contract Settlement Date]Investments. Without receiving any instruction from any such HolderHolder of Treasury Units or Corporate Units, the Collateral Agent shall apply the Proceeds of the related Pledged Treasury Securities [or appropriate Applicable Ownership Interest (as specified defined in clause (A) of the definition of such term) in of the Treasury Portfolio, as the case may be], Portfolio to the settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities [or appropriate Applicable Ownership Interest (as specified defined in clause (A) of the definition of such term) in of the Treasury Portfolio, as the case may be], and the investment earnings from the investment in overnight Permitted Investments exceeds is in excess of the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to distribute remit such excess, when received, to the Purchase Contract Agent for the benefit of the Holders. (c) Pursuant to the Remarketing Agreement and subject to the terms of the Supplemental Remarketing Agreement, on or prior to the second Business Day immediately preceding the Initial Remarketing Date or the Secondary Remarketing Date, as applicable, but no earlier than the Payment Date immediately preceding such Holder for distribution date, holders of Separate Notes may elect to have their Separate Notes remarketed by delivering their Separate Notes, together with a notice of such election, substantially in the form of Exhibit C hereto, to the Custodial Agent. The Custodial Agent shall hold such Separate Notes in an account separate from the Collateral Account. A holder of Separate Notes electing to have its Separate Notes remarketed will also have the right to withdraw such election by written notice to the Custodial Agent, substantially in the form of Exhibit D hereto, on or prior to 5:00P.M. on the second Business Day immediately preceding the Initial Remarketing Date or the Secondary Remarketing Date, as applicable, upon which notice the Custodial Agent shall return such Separate Notes to such Holderholder. On the Business Day immediately preceding the Initial Remarketing Date or the Secondary Remarketing Date, as applicable, the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of the Separate Notes to be remarketed and will deliver to the Remarketing Agent for remarketing all Separate Notes delivered to the Custodial Agent pursuant to this Section 4.06(c) and not withdrawn pursuant to the terms hereof prior to such date. After deducting the Remarketing Fee to the extent permitted under the terms of the Remarketing Agreement, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds for the benefit of such holders. In the event of a Failed Initial Remarketing or a Failed Secondary Remarketing, as applicable, the Remarketing Agent will promptly return such Separate Notes to the Custodial Agent for redelivery to such holders.

Application of Proceeds Settlement. (a) So long as In the event a Holder of Income PRIDES (unless a Tax Event Redemption or a Successful Initial Remarketing has not occurred, if a Holder of SPC Units ) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(a)(iparagraph 5.3(a)(i) in the Purchase Contract Agreement, Agreement or has given such notice but failed to deliver the required cash prior to 11:00 A.M. (New York City time) on the fifth Business Day immediately preceding not made an Early Settlement of the Purchase Contract Settlement DateContract(s) underlying its Income PRIDES, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts Contract(s) from the Proceeds of the remarketing related Pledged Senior Notes. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDES, present the related [Pledged Preferred Securities or] Pledged Notes. In such event, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related [Pledged Preferred Securities or] Pledged Senior Notes to the Remarketing Agent for remarketing. Upon receiving such [Pledged Preferred Securities or] Pledged Senior Notes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such [Pledged Preferred Securities or] Pledged Senior Notes on such datedate at a price not less than approximately 100.5% of the aggregate Value of such Pledged Senior Notes, plus accrued and unpaid interest, if any, thereon. The After deducting as the remarketing fee an amount not exceeding 25 basis points (0.25%) of the aggregate Value of the Pledged Senior Notes from any amount of such Proceeds in excess of the aggregate Value, plus such accrued and unpaid interest of the remarketed Pledged Senior Notes, the Remarketing Agent will deposit remit the entire amount of the Proceeds of such remarketing in to the Collateral AccountAgent. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply a that portion of the Proceeds from such remarketing equal to the aggregate principal amount Value, plus such accrued and unpaid interest of such [Pledged Preferred Securities or] Pledged Notes Senior Notes, to satisfy in full the obligations of such Holder's obligations Holders of Income PRIDES to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. The Collateral Agent shall also instruct the Securities Intermediary to apply a remaining portion of the Proceeds of such remarketing equal to $[.0625] per [Pledged Preferred Security or] Pledged Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such remarketingProceeds, if any, shall be transferred distributed by the Collateral Agent to the Purchase Contract Agent for payment to the benefit of such Holder for distribution to such HolderHolders. If the Remarketing Agent advises the Collateral Agent in writing that there has been it cannot remarket the related Pledged Senior Notes of such Holders of Income PRIDES at a Failed Remarketingprice not less than 100% of the aggregate Value of such Pledged Senior Notes plus any accrued and unpaid interest, thus resulting in a Failed Secondary Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company shallwill, at the written direction of the Company, retain or dispose of the [Pledged Preferred Security or] Pledged Senior Notes in accordance with applicable law and satisfy in full, from any such dispositiondisposition or retention, such Holder's obligations obligation to pay the Purchase Price for the shares of American Electric Power Company, Inc. Common Stock. (b) If In the event a Holder of Treasury SPC Units [ or, Growth PRIDES (if a Tax Event Redemption or a Successful Initial Remarketing has occurred, a SPC Unit,] ) has not elected to make made an effective Cash Early Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(d)(i) of the Purchase Contract Agreement, or has given such notice but failed to make such payment in the manner required by Section 5.4(d)(iiContract(s) of the Purchase Contract Agreementunderlying its Growth PRIDES, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts Contract(s) from the Proceeds of the related Pledged Treasury Securities [(or such Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolioappropriate Portfolio Interests, as the case may be]. Upon maturity of On the Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], the Securities Intermediary, at the written direction of the Collateral Agent, shall invest the Cash Proceeds of the maturing Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be,] in Permitted Investments [maturing on or Business Day immediately prior to the Purchase Contract Settlement Date], the Collateral Agent shall invest the Cash proceeds of the maturing Pledged Treasury Securities, or the maturing appropriate Portfolio Interests, as the case may be, in any overnight Permitted Investments. Without receiving any instruction from any such HolderHolder of Growth PRIDES, the Collateral Agent shall apply the Proceeds of the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], appropriate Portfolio Interests to the settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolioappropriate Portfolio Interests, as the case may be], and the investment earnings from the investment in overnight Permitted Investments exceeds is in excess of the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, to the Purchase Contract Agent for the benefit of the Holder. (c) Pursuant to the Remarketing Agreement and subject to the terms of the Remarketing Underwriting Agreement, on or prior to the fifth Business Day immediately preceding the Initial Remarketing Date or the Secondary Remarketing Date, as applicable, but no earlier than the Payment Date immediately preceding such Holder for distribution date, holders of Separate Senior Notes may elect to have their Separate Senior Notes remarketed by delivering their Separate Senior Notes, together with a notice of such election, substantially in the form of Exhibit C hereto, to the Custodial Agent. The Custodial Agent will hold such Separate Senior Notes in an account separate from the Collateral Account. A holder of Separate Senior Notes electing to have its Separate Senior Notes remarketed will also have the right to withdraw such election by written notice to the Custodial Agent, substantially in the form of Exhibit D hereto, on or prior to the second Business Day immediately preceding the Initial Remarketing Date or the Secondary Remarketing Date, as applicable, upon which notice the Custodial Agent will return such Separate Senior Notes to such Holderholder. On the Business Day immediately preceding the Initial Remarketing Date or the Secondary Remarketing Date, as applicable, the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of the separate Notes to be remarketed and will deliver to the Remarketing Agent for remarketing all Separate Senior Notes delivered to the Custodial Agent pursuant to this Section 4.6(c) and not withdrawn pursuant to the terms hereof prior to such date. The portion of the proceeds from such remarketing equal to the aggregate Value of such Separate Senior Notes will automatically be remitted by the Remarketing Agent to the Custodial Agent for the benefit of the holders of such Separate Senior Notes. In addition, after deducting as the remarketing fee an amount not exceeding 25 basis points (0.25%) of the Value of the remarketed Separate Senior Notes, from any amount of such proceeds in excess of the aggregate Value of the remarketed Separate Senior Notes plus any accrued and unpaid interest thereon, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds, if any, for the benefit of such holders. If, despite using its reasonable efforts, the Remarketing Agent advises the Custodial Agent in writing that it cannot remarket the related Separate Senior Notes of such holders at a price not less than 100% of the aggregate Value of such Separate Senior Notes plus accrued and unpaid interest and thus resulting in a Failed Initial Remarketing or a Failed Secondary Remarketing, the Remarketing Agent will promptly return such Senior Notes to the Custodial Agent for redelivery to such holders.

Application of Proceeds Settlement. (a) So long as a Tax Event Redemption has not occurred, if In the event a Holder of SPC Units Income PRIDES, unless a Treasury Portfolio has replaced the Debt Securities, has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(a)(i) in 5.___ of the Purchase Contract Agreement, Agreement or has given such notice but failed to deliver the required cash prior to 11:00 A.M. (New York City time) on the fifth Business Day immediately preceding not made an Early Settlement or Cash Merger Early Settlement of the Purchase Contract Settlement DateContracts underlying its Income PRIDES, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the remarketing of the related [Pledged Preferred Securities or] Pledged NotesDebt Securities. In such event, the The Collateral Agent shall instruct by 10:00 a.m., New York City time, on the Securities Intermediary to Transfer fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDES, present the related [Pledged Preferred Debt Securities or] Pledged Notes to the Remarketing Agent for remarketing. Upon receiving such [Pledged Preferred Securities or] Pledged NotesDebt Securities, the Remarketing Agent, Agent will remarket the Xxxxxxx Xxxx Xxxxrities pursuant to the terms of the Remarketing Agreement. After deducting the Remarketing from any amount of Proceeds of the Remarketing in excess of the sum of (i) the aggregate Value of such Debt Securities, will use reasonable efforts to remarket plus (ii) such [accrued and unpaid interest on the remarketed Pledged Preferred Securities or] Pledged Notes on such date. The Debt Securities, the Remarketing Agent will deposit remit the entire amount of the Proceeds of such a successful remarketing in to the Collateral AccountAgent. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply a that portion of the Proceeds from such remarketing equal to the aggregate principal amount Value of such [the Pledged Preferred Securities or] Pledged Notes Debt Securities, to satisfy in full the obligations of such Holder's obligations Holders of Income PRIDES to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. The Collateral Agent shall also instruct the Securities Intermediary to apply a remaining portion of the Proceeds of such remarketing equal to $[.0625] per [Pledged Preferred Security or] Pledged Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such remarketingProceeds, if any, shall be transferred distributed by the Collateral Agent to the Purchase Contract Agent for payment to the benefit of such Holder for distribution to such HolderHolders. If the Remarketing Agent advises the Collateral Agent such remarketing results in writing that there has been a Failed Remarketing, thus resulting in an event of default under the Purchase Contract Agreement and hereunder, the Collateral AgentAgent will, for the benefit of the Company shallCompany, at the written direction of the Company, retain or dispose of the [Pledged Preferred Security or] Pledged Notes Debt Securities in accordance with applicable law and satisfy in full, from any such dispositiondisposition or retention, such Holder's obligations obligation to pay the Purchase Price for the shares of American Electric Power Company, Inc. StockCommon Stock under the related Purchase Contracts. (b) If In the event a Holder of Treasury SPC Units [ Growth PRIDES or, if a Tax Event Redemption Treasury Portfolio has occurredreplaced the Debt Securities, a SPC Unit,] Income PRIDES, has not elected to make made an effective Cash Early Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(d)(i) of the Purchase Contract AgreementContracts underlying its Growth PRIDES or Income PRIDES, or has given such notice but failed to make such payment in as the manner required by Section 5.4(d)(ii) of the Purchase Contract Agreementcase may be, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities [(or such the related Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the a Treasury Portfolio, as the case may be]. Upon maturity On the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall, at the written direction of the Purchase Contract Agent, invest the Cash proceeds of the maturing Pledged Treasury Securities [or the Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the a Treasury Portfolio, as the case may be], the Securities Intermediary, at the written direction of the Collateral Agent, shall invest the Cash Proceeds of the maturing Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be,] in overnight Permitted Investments [maturing on or prior to the Purchase Contract Settlement Date]Investments. Without receiving any instruction from any such HolderHolder of Growth PRIDES or Income PRIDES, the Collateral Agent shall apply the Proceeds of the related Pledged Treasury Securities [or Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the a Treasury Portfolio, as the case may be], Portfolio to the settlement of such the related Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities [or related Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the a Treasury Portfolio, as the case may be], Portfolio and the investment earnings from the investment in overnight Permitted Investments exceeds is in excess of the aggregate Purchase Price of the Purchase Contracts being settled therebythereby on the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, to the Purchase Contract Agent for the benefit of the Holders. (c) Pursuant to the Remarketing Agreement, on or prior to the fifth Business Day immediately preceding each proposed Reset Date, but no earlier than the tenth Business Day immediately preceding such Holder for distribution proposed Reset Date, holders of Separate Debt Securities may elect to have their Separate Debt Securities remarketed by delivering the Separate Debt Securities, together with a notice of such election, substantially in the form of Exhibit C hereto, to the Custodial Agent. The Custodial Agent will hold the Separate Debt Securities in an account separate from the Collateral Account. A holder of Separate Debt Securities electing to have its Separate Debt Securities remarketed will also have the right to withdraw such election by written notice to the Custodial Agent, substantially in the form of Exhibit D hereto, on or prior to the fifth Business Day immediately preceding such proposed Reset Date, upon which notice the Custodial Agent will return the Separate Debt Securities to such Holderholder. On the fourth Business Day immediately preceding such proposed Reset Date, the Custodial Agent will deliver to the Remarketing Agent for remarketing all Separate Debt Securities delivered to the Custodial Agent pursuant to this Section 4.6(c) and not withdrawn pursuant to the terms hereof prior to such date. The portion of the proceeds from such remarketing equal to the aggregate Value of the Separate Debt Securities, plus accrued and unpaid interest, if any, thereon, will automatically be remitted by the Remarketing Agent to the Custodial Agent for the benefit of the holders of the Separate Debt Securities. In addition, after deducting the Remarketing Fee from any amount of such proceeds in excess of the sum of (i) the aggregate Value of the remarketed Separate Debt Securities plus (ii) any accrued and unpaid interest thereon, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds, if any, for the benefit of such holders. If such remarketing results in a Failed Remarketing, the Remarketing Agent will promptly return the Separate Debt Securities to the Custodial Agent for redelivery to such holders (which may be remarketed again in any subsequent remarketing as provided in this Section 4.6(c)).

Application of Proceeds Settlement. (a) So long as If a Holder of PEPS Units (if a Tax Event Redemption has not occurred, if a Holder of SPC Units ) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(a)(i) in the Purchase Contract Agreement, or has given such notice but failed to deliver the required cash prior to 11:00 A.M. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date____________, 200__, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the remarketing of the related [Pledged Preferred Securities or] or Pledged Senior Deferrable Notes. In such event, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related [Pledged Preferred Securities or] or Pledged Senior Deferrable Notes to the Remarketing Agent for remarketing. Upon receiving such [Pledged Preferred Securities or] or Pledged Senior Deferrable Notes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement, will use reasonable efforts to remarket such [Pledged Preferred Securities or] or Pledged Notes on such dateSenior Deferrable Notes. The Remarketing Agent will deposit the entire amount of the Proceeds of such remarketing (less $_______ per each Preferred Security remarketed, which shall be retained by the Remarketing Agent as a fee for its services in the Remarketing) in the Collateral Account, and the Securities Intermediary, at the written direction of the Collateral Agent, shall invest the Proceeds of the remarketing in Permitted Investments. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply a portion of the Proceeds from such remarketing equal to the aggregate liquidation amount of the Preferred Securities or aggregate principal amount of such [Pledged Preferred Securities or] Pledged Notes Senior Deferrable Note to satisfy in full such Holder's obligations to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. The Collateral Agent shall also instruct the Securities Intermediary to apply a portion of the Proceeds of such remarketing equal to $[.0625] per [Pledged Preferred Security or] Pledged Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such the remarketing, if any, shall be transferred to the Purchase Contract Agent for the benefit of such Holder for distribution to such Holder. If the Remarketing Agent advises the Collateral Agent in writing that there has been a Failed Remarketing, thus resulting in an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company shall, at the written direction of the Company, dispose of the [Pledged Preferred Security or] Securities or Pledged Senior Deferrable Notes in accordance with applicable law and satisfy in full, from such disposition, such Holder's obligations to pay the Purchase Price for the shares of American Electric Power Company, Inc. Common Stock. (b) If a Holder of a Treasury SPC Units [ or, PEPS Unit or a Holder of PEPS Unit (if a Tax Event Redemption has occurred, a SPC Unit,] ) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(d)(i) of the Purchase Contract Agreement, or has given such notice but failed to make such payment in the manner required by Section 5.4(d)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities [(or such Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be]. Upon maturity of the Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], the Securities Intermediary, at the written direction of the Collateral Agent, shall invest the Cash Proceeds of the maturing Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be,] in Permitted Investments [maturing on or prior to the Purchase Contract Settlement Date]. Without receiving any instruction from any such Holder, the Collateral Agent shall apply the Proceeds of the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], to the settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], and the investment earnings from the investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, to the Purchase Contract Agent for the benefit of such Holder for distribution to such Holder.Interest

Application of Proceeds Settlement. (a) So long as In the event a Holder of Corporate Units (unless a Tax Event Redemption or a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing has not occurred, if a Holder of SPC Units ) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(a)(i) in the Purchase Contract Agreement, Agreement (or has given such notice elected to make a Cash Settlement but failed to deliver has not paid the Purchase Price in the manner required cash prior to 11:00 A.M. (New York City timeby Section 5.4(a)(ii) on the fifth Business Day immediately preceding of the Purchase Contract Agreement) and has not made an Early Settlement Dateor a Merger Early Settlement of the Purchase Contracts underlying its Corporate Units, such Holder shall be deemed to have irrevocably elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the remarketing related Pledged Senior Notes. The Collateral Agent shall, by 11:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Corporate Units, present the related [Pledged Preferred Securities or] Pledged Notes. In such event, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related [Pledged Preferred Securities or] Pledged Senior Notes to the Remarketing Agent for remarketing. Upon receiving such [Pledged Preferred Securities or] Pledged Senior Notes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and any Supplemental Remarketing Agreement, will use its reasonable efforts to remarket such [Pledged Preferred Securities or] Pledged Senior Notes on the Final Remarketing Date at a price of approximately 100.25% (but not less than 100%) of the aggregate Value of such datePledged Senior Notes. The After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate Value of the remarketed Pledged Senior Notes from any amount of such Proceeds in excess of the aggregate Value of the remarketed Pledged Senior Notes, the Remarketing Agent will deposit remit the entire amount of the Proceeds of such remarketing in to the Collateral AccountAgent. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply a that portion of the Proceeds from such remarketing equal to the aggregate principal amount Value of such [remarketed Pledged Preferred Securities or] Pledged Senior Notes to satisfy in full the obligations of such Holder's obligations Holders of Corporate Units to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. The Collateral Agent shall also instruct the Securities Intermediary to apply a remaining portion of the Proceeds of such remarketing equal to $[.0625] per [Pledged Preferred Security or] Pledged Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such remarketingProceeds, if any, shall be transferred remitted by the Collateral Agent to the Purchase Contract Agent for payment to the benefit of such Holder for distribution to such HolderHolders. If the Remarketing Agent advises the Collateral Agent in writing that there has it cannot remarket the related Pledged Senior Notes of such Holders of Corporate Units at a price equal to or greater than 100% of the aggregate Value of such Pledged Senior Notes or if the remarketing shall not have occurred because a condition precedent to the remarketing shall not have been a Failed Remarketingfulfilled, thus resulting in a Failed Final Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company shallwill, at the written direction of the Company, retain or dispose of the [Pledged Preferred Security or] Pledged Senior Notes in accordance with applicable law and satisfy any such disposition or retention shall be deemed to be satisfaction in full, from such disposition, full of any such Holder's obligations obligation to pay the Purchase Price for the shares of American Electric Power Company, Inc. Common Stock. (b) If In the event a Holder of Treasury SPC Units [ or, or Corporate Units (if a Tax Event Redemption or a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing has occurred, a SPC Unit,] ) has not elected to make made an effective Cash Early Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(d)(i) or a Merger Early Settlement of the Purchase Contract AgreementContracts underlying its Treasury Units or Corporate Units, or has given such notice but failed to make such payment in the manner required by Section 5.4(d)(ii) of the Purchase Contract Agreementrespectively, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities [(or such the appropriate Pledged Applicable Ownership Interest (as specified defined in clause (A) of the definition of such term) in of the Treasury Portfolio, as the case may be]. Upon maturity On the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall invest the Cash proceeds of the maturing Pledged Treasury Securities [or the maturing appropriate Pledged Applicable Ownership Interest (as specified defined in clause (A) of the definition of such term) in of the Treasury Portfolio, as the case may be], the Securities Intermediary, at the written direction in overnight Permitted Investments of the type specified in clause (v) of the definition of "Permitted Investments," unless it received other instructions from the Company prior to 10:00 a.m. New York City time. The Collateral Agent, Agent shall invest apply the Cash Proceeds of the maturing related Pledged Treasury Securities [or appropriate Pledged Applicable Ownership Interest (as specified defined in clause (A) of the definition of such term) in of the Treasury Portfolio, as the case may be,] in Permitted Investments [maturing on or prior to the Purchase Contract Settlement Date]. Without receiving any instruction from any such Holder, the Collateral Agent shall apply the Proceeds of the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], Portfolio to the settlement of such Purchase Contracts on the Purchase Contract Settlement Date, whether or not the Collateral Agent receives an instruction from any Holder of Treasury Units or Corporate Units, to so apply such Proceeds. In the event the sum of the Proceeds from the related Pledged Treasury Securities [or appropriate Pledged Applicable Ownership Interest (as specified defined in clause (A) of the definition of such term) in of the Treasury Portfolio, as the case may be], and the investment earnings from the investment in overnight Permitted Investments exceeds is in excess of the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to distribute remit such excess, when received, to the Purchase Contract Agent for the benefit of the Holders. (c) Pursuant to the Remarketing Agreement and subject to the terms of any Supplemental Remarketing Agreement, on or prior to the second Business Day immediately preceding the Initial Remarketing Date, Second Remarketing Date, Third Remarketing Date or Final Remarketing Date, as applicable, but no earlier than the Payment Date immediately preceding such Holder for distribution date, holders of Separate Senior Notes may elect to have their Separate Senior Notes remarketed by delivering their Separate Senior Notes, together with a notice of such election, substantially in the form of Exhibit C hereto, to the Custodial Agent. The Custodial Agent shall hold such Separate Senior Notes in an account separate from the Collateral Account. A holder of Separate Senior Notes electing to have its Separate Senior Notes remarketed will also have the right to withdraw such election by written notice to the Custodial Agent, substantially in the form of Exhibit D hereto, on or prior to the second Business Day immediately preceding the Initial Remarketing Date, Second Remarketing Date, Third Remarketing Date or Final Remarketing Date, as the case may be, upon which notice the Custodial Agent shall return such Separate Senior Notes to such Holderholder. On the Business Day immediately preceding the Initial Remarketing Date, Second Remarketing Date, Third Remarketing Date or Final Remarketing Date, as the case may be, the Custodial Agent shall notify the Remarketing Agent and the Company of the aggregate principal amount of the Separate Senior Notes to be remarketed and will deliver to the Remarketing Agent for remarketing all Separate Senior Notes delivered to the Custodial Agent pursuant to this Section 4.6(c) and not withdrawn pursuant to the terms hereof prior to such date. After deducting the Remarketing Fee to the extent permitted under the terms of the Remarketing Agreement, the Remarketing Agent will remit to the Custodial Agent any remaining portion of the proceeds for the benefit of such holders. In the event of a Failed Initial Remarketing, Failed Second Remarketing, Failed Third Remarketing or Failed Final Remarketing, as the case may be, the Remarketing Agent will promptly return such Separate Senior Notes to the Custodial Agent for redelivery to such holders. The Purchase Contract Agent, on behalf of itself and the Holders, acknowledges and irrevocably agrees that any remarketing of the Senior Notes on the Initial Remarketing Date, Second Remarketing Date, Third Remarketing Date or Final Remarketing Date shall not constitute a foreclosure of the Pledge of or other exercise of default remedies with respect to the Senior Notes within the meaning of the Code, but rather shall constitute a voluntary sale of the Senior Notes by and on behalf of the Holders and the Purchase Contract Agent.

Application of Proceeds Settlement. (a) So long as In the event a Holder of Type A Securities (if a Tax Event Redemption has not occurred, if a Holder of SPC Units ) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section paragraph 5.4(a)(i) in the Purchase Contract Agreement, Agreement or has given such notice but failed to deliver the required cash prior to 11:00 A.M. (New York City time) on the fifth Business Day immediately preceding not made an Early Settlement of the Purchase Contract Settlement DateContract(s) underlying its Type A Securities, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts Contract(s) from the Proceeds of the remarketing related Pledged Debt Securities. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Type A Securities, present the related [Pledged Preferred Debt Securities or] Pledged Notes. In such event, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related [Pledged Preferred Securities or] Pledged Notes to the Remarketing Agent for remarketing. Upon receiving such [Pledged Preferred Securities or] Pledged NotesDebt Securities, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such [Pledged Preferred Debt Securities or] Pledged Notes on such datedate at a price not less than approximately 100.5% of the aggregate Value of such Pledged Debt Securities, plus accrued and unpaid distributions (including deferred distributions), if any, thereon. The After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate Value of the Pledged Debt Securities from any amount of such Proceeds in excess of the aggregate Value, plus such accrued and unpaid distributions (including deferred distributions) of the remarketed Pledged Debt Securities, the Remarketing Agent will deposit remit the entire amount of the Proceeds of such remarketing in to the Collateral AccountAgent. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply a that portion of the Proceeds from such remarketing equal to the aggregate principal amount Value, plus such accrued and unpaid distributions (including deferred distributions) of such [Pledged Preferred Securities or] Pledged Notes Debt Securities, to satisfy in full the obligations of such Holder's obligations Holders of Type A Securities to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. The Collateral Agent shall also instruct the Securities Intermediary to apply a remaining portion of the Proceeds of such remarketing equal to $[.0625] per [Pledged Preferred Security or] Pledged Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such remarketingProceeds, if any, shall be transferred distributed by the Collateral Agent to the Purchase Contract Agent for payment to the benefit of such Holder for distribution to such HolderHolders. If the Remarketing Agent advises the Collateral Agent in writing that there has been it cannot remarket the related Pledged Debt Securities of such Holders of Type A Securities at a Failed Remarketingprice not less than 100% of the aggregate Value of such Pledged Debt Securities plus any accrued and unpaid distributions (including deferred distributions), thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company shallwill, at the written direction of the Company, retain or dispose of the [Pledged Preferred Security or] Pledged Notes Debt Securities in accordance with applicable law and satisfy in full, from any such dispositiondisposition or retention, such Holder's obligations obligation to pay the Purchase Price for the shares of American Electric Power Company, Inc. Common Stock. (b) If In the event a Holder of Treasury SPC Units [ or, Type B Securities or Type A Securities (if a Tax Event Redemption has occurred, a SPC Unit,] ) has not elected to make made an effective Cash Early Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(d)(i) of the Purchase Contract Agreement, Contract(s) underlying its Type B Securities or has given such notice but failed to make such payment in the manner required by Section 5.4(d)(ii) of the Purchase Contract AgreementType A Securities, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts Contract(s) from the Proceeds of the related Pledged Treasury Securities [(or such Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be]. Upon maturity On the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall, at the written direction of the Purchase Contract Agent, invest the Cash proceeds of the maturing Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], the Securities Intermediary, at the written direction of the Collateral Agent, shall invest the Cash Proceeds of the maturing Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be,] in overnight Permitted Investments [maturing on or prior to the Purchase Contract Settlement Date]Investments. Without receiving any instruction from any such HolderHolder of Type B Securities or Type A Securities, the Collateral Agent shall apply the Proceeds of the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], Portfolio to the settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], Portfolio and the investment earnings from the investment in overnight Permitted Investments exceeds is in excess of the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, to the Purchase Contract Agent for the benefit of the Holders. (c) Pursuant to the Remarketing Agreement and subject to the terms of the Remarketing Underwriting Agreement, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, but no earlier than the Payment Date immediately preceding the Purchase Contract Settlement Date, holders of Separate Debt Securities may elect to have their Separate Debt Securities remarketed by delivering their Separate Debt Securities, together with a notice of such Holder for distribution election, substantially in the form of Exhibit C hereto, to the Custodial Agent. The Custodial Agent will hold such Separate Debt Securities in an account separate from the Collateral Account. A holder of Separate Debt Securities electing to have its Separate Debt Securities remarketed will also have the right to withdraw such election by written notice to the Custodial Agent, substantially in the form of Exhibit D hereto, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, upon which notice the Custodial Agent will return such Separate Debt Securities to such Holderholder. On the fourth Business Day immediately preceding the Purchase Contract Settlement Date, the Custodial Agent will deliver to the Remarketing Agent for remarketing all separate Debt Securities delivered to the Custodial Agent pursuant to this Section 4.6(c) and not withdrawn pursuant to the terms hereof prior to such date. The portion of the proceeds from such remarketing equal to the aggregate Value of such Separate Debt Securities will automatically be remitted by the Remarketing Agent to the Custodial Agent for the benefit of the holders of such Separate Debt Securities. In addition, after deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the Value of the remarketed Separate Debt Securities, from any amount of such proceeds in excess of the aggregate Value of the remarketed Separate Debt Securities plus any accrued and unpaid distributions (including deferred distributions, if any), the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds, if any, for the benefit of such holders. If, despite using its reasonable efforts, the Remarketing Agent advises the Custodial Agent in writing that it cannot remarket the related Separate Debt Securities of such holders at a price not less than 100% of the aggregate Value of such Separate Debt Securities plus accrued and unpaid distributions (including deferred distributions) and thus resulting in a Failed Remarketing, the Remarketing Agent will promptly return such Separate Debt Securities to the Custodial Agent for redelivery to such holders.

Application of Proceeds Settlement. (a) So long as In the event a Holder of Corporate Units (unless a Tax Event Redemption Redemption, a Successful Initial Remarketing or a Successful Secondary Remarketing has not occurred, if a Holder of SPC Units ) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent (with a copy to the Collateral Agent) in the manner provided for in Section 5.4(a)(i5.5(a)(i) in the Purchase Contract Agreement, or Agreement and has given such notice but failed to deliver the required cash prior to 11:00 A.M. (New York City time) on the fifth Business Day immediately preceding not made an Early Settlement of the Purchase Contract Settlement DateContracts underlying its Corporate Units, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the remarketing of the related [Pledged Preferred Securities or] Pledged Notes. In such event, the The Collateral Agent shall instruct shall, by 10:00 a.m., New York City time, on the Securities Intermediary to Transfer fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Corporate Units, present the related [Pledged Preferred Securities or] Pledged Notes to the Remarketing Agent for remarketing. Upon receiving such [Pledged Preferred Securities or] Pledged Notes, the Remarketing Agent, pursuant to the terms of the Remarketing AgreementAgreement and the Supplemental Remarketing Agreement (if any), will use its reasonable best efforts to remarket such [Pledged Preferred Securities or] Pledged Notes on the Final Remarketing Date at a price of 100.5% of the aggregate Value of such datePledged Notes, provided that such remarketing will not be considered to have failed so long as the Remarketing Agent obtains at least 100% of the aggregate principal amount of such Pledged Notes on the Final Remarketing Date. The After deducting as the Remarketing Fee an amount not exceeding 25 basis points (0.25%) of the aggregate Value of the remarketed Pledged Notes from any amount of such Proceeds in excess of the aggregate Value of the remarketed Pledged Notes, the Remarketing Agent will deposit remit the entire amount of the Proceeds of such remarketing in to the Collateral AccountAgent. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct remit to the Securities Intermediary to apply a Company that portion of the Proceeds from such remarketing equal to the aggregate principal amount Value of such [Pledged Preferred Securities or] remarketed Pledged Notes to satisfy in full the obligations of such Holder's obligations Holders of Corporate Units to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. The Collateral Agent shall also instruct the Securities Intermediary to apply a remaining portion of the Proceeds of such remarketing equal to $[.0625] per [Pledged Preferred Security or] Pledged Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such remarketingProceeds, if any, shall be transferred remitted by the Collateral Agent to the Purchase Contract Agent for the benefit of such Holder for distribution payment to such HolderHolders of Corporate Units. If the Remarketing Agent advises the Collateral Agent in writing that there has it cannot remarket the related Pledged Notes of such Holders of Corporate Units at a price not less than 100% of the aggregate Value of such Pledged Notes or if the remarketing shall not have occurred because a condition precedent to the remarketing shall not have been a Failed Remarketingfulfilled, thus resulting in a Failed Final Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company shallwill, at the written direction of the Company, retain or dispose of the [Pledged Preferred Security or] Pledged Notes in accordance with applicable law and satisfy in full, from any such dispositiondisposition or retention, such Holder's obligations obligation to pay the Purchase Price for the shares of American Electric Power Company, Inc. StockCommon Stock under the related Purchase Contracts. (b) If In the event a Holder of Treasury SPC Units [ or, or Corporate Units (if a Tax Event Redemption Redemption, a Successful Initial Remarketing or a Successful Secondary Remarketing has occurred, a SPC Unit,] ) has not elected to make made an effective Cash Early Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(d)(i) of the Purchase Contract AgreementContracts underlying its Treasury Units or Corporate Units, or has given such notice but failed to make such payment in as the manner required by Section 5.4(d)(ii) of the Purchase Contract Agreementcase may be, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities [(or such the appropriate Pledged Applicable Ownership Interest (as specified in clause (Ai) of the definition of such termApplicable Ownership Interest) in the Treasury Portfolio, as the case may be]. Upon maturity On the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall, at the written direction of the Purchase Contract Agent, which written direction shall be furnished to the Collateral Agent prior to 11:30 a.m., New York City time, invest the Cash proceeds of the maturing Pledged Treasury Securities [or the maturing appropriate Pledged Applicable Ownership Interest (as specified in clause (Aii) of the definition of such termApplicable Ownership Interest) in the Treasury Portfolio, as the case may be], in Permitted Investments; provided that if the Collateral Agent shall not receive any written direction by 11:30 a.m. New York City time, on such date, the Securities Intermediary, at the written direction Collateral Agent shall invest such proceeds in Permitted Investments of the type specified in clause (v) of the definition of Permitted Investments. Without receiving any instruction from any such Holder of Treasury Units or Corporate Units, the Collateral Agent, Agent shall invest remit to the Cash Company that portion of the Proceeds of the maturing related Pledged Treasury Securities [or appropriate Pledged Applicable Ownership Interest (as specified in clause (Ai) of the definition of such termApplicable Ownership Interest) in the Treasury Portfolio, as the case may be,] in Permitted Investments [maturing on or prior Portfolio equal to the aggregate Purchase Contract Settlement Date]. Without receiving any instruction from any such Holder, the Collateral Agent shall apply the Proceeds of the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], to the settlement Price of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities [or appropriate Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], and the investment earnings from the investment in Permitted Investments exceeds is in excess of the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to distribute remit such excess, when received, to the Purchase Contract Agent for the benefit of the Holders. (c) Pursuant to the Remarketing Agreement and subject to the terms of the Supplemental Remarketing Agreement (if any), on or prior to the second Business Day immediately preceding the Initial Remarketing Date, the Secondary Remarketing Date or the Final Remarketing Date, as applicable, but no earlier than the Payment Date immediately preceding such Holder for distribution date, holders of Separate Notes may elect to have their Separate Notes remarketed by delivering their Separate Notes, together with a notice of such election, substantially in the form of Exhibit C hereto, to the Custodial Agent. The Custodial Agent shall hold such Separate Notes in an account separate from the Collateral Account. A holder of Separate Notes electing to have its Separate Notes remarketed will also have the right to withdraw such election by written notice to the Custodial Agent, substantially in the form of Exhibit D hereto, on or prior to the second Business Day immediately preceding the Initial Remarketing Date, the Secondary Remarketing Date or the Final Remarketing Date, as applicable, upon which notice the Custodial Agent shall return such Separate Notes to such Holderholder. On the Business Day immediately preceding the Initial Remarketing Date, the Secondary Remarketing Date or the Final Remarketing Date, as applicable, the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of the Separate Notes to be remarketed and will deliver to the Remarketing Agent for remarketing all Separate Notes delivered to the Custodial Agent pursuant to this Section 4.6(c) and not withdrawn pursuant to the terms hereof prior to such date. After deducting the Remarketing Fee to the extent permitted under the terms of the Remarketing Agreement, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds for the benefit of such holders. In the event of a Failed Initial Remarketing, a Failed Secondary Remarketing or a Failed Final Remarketing, as applicable, the Remarketing Agent will promptly return such Separate Notes to the Custodial Agent for redelivery to such holders.

Application of Proceeds Settlement. (a) So long as a Tax Event Redemption has not occurred, if a Holder of SPC Units has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(a)(i) in the Purchase Contract Agreement, or has given such notice but failed to deliver the required cash prior to 11:00 A.M. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the remarketing of the related [Pledged Preferred Securities or] Pledged Notes. In such event, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related [Pledged Preferred Securities or] Pledged Notes to the Remarketing Agent for remarketing. Upon receiving such [Pledged Preferred Securities or] Pledged Notes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement, will use reasonable efforts to remarket such [Pledged Preferred Securities or] Pledged Notes on such date. The Remarketing Agent will deposit the entire amount of the Proceeds of such remarketing in the Collateral Account. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply a portion of the Proceeds from such remarketing equal to the aggregate principal amount of such [Pledged Preferred Securities or] Pledged Notes to satisfy in full such Holder's obligations to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. The Collateral Agent shall also instruct the Securities Intermediary to apply a portion of the Proceeds of such remarketing equal to $[.0625] per [Pledged Preferred Security or] Pledged Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such remarketing, if any, shall be transferred to the Purchase Contract Agent for the benefit of such Holder for distribution to such Holder. If the Remarketing Agent advises the Collateral Agent in writing that there has been a Failed Remarketing, thus resulting in an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company shall, at the written direction of the Company, dispose of the [Pledged Preferred Security or] Pledged Notes in accordance with applicable law and satisfy in full, from such disposition, such Holder's obligations to pay the Purchase Price for the shares of American Electric Power Company, Inc. PPL Corporation Common Stock. (b) If a Holder of Treasury SPC Units [ or, if a Tax Event Redemption has occurred, a SPC Unit,] has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(d)(i) of the Purchase Contract Agreement, or has given such notice but failed to make such payment in the manner required by Section 5.4(d)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities [(or such Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be]. Upon maturity of the Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], the Securities Intermediary, at the written direction of the Collateral Agent, shall invest the Cash Proceeds of the maturing Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be,] in Permitted Investments [maturing on or prior to the Purchase Contract Settlement Date]. Without receiving any instruction from any such Holder, the Collateral Agent shall apply the Proceeds of the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], to the settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], and the investment earnings from the investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, to the Purchase Contract Agent for the benefit of such Holder for distribution to such Holder.or

Application of Proceeds Settlement. (a) So long as In the ----------------------------------- event a Holder of Corporate Units (unless a Tax Event Redemption or a Successful Initial Remarketing has not occurred, if a Holder of SPC Units ) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent (with a copy to the Collateral Agent) in the manner provided for in Section paragraph 5.4(a)(i) in the Purchase Contract Agreement, or Agreement and has given such notice but failed to deliver the required cash prior to 11:00 A.M. (New York City time) on the fifth Business Day immediately preceding not made an Early Settlement of the Purchase Contract Settlement DateContracts underlying its Corporate Units, such Holder shall be deemed to have irrevocably elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the remarketing related Pledged Senior Notes. The Collateral Agent shall, by 10:00 a.m., New York City time, on the third Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Corporate Units, present the related [Pledged Preferred Securities or] Pledged Notes. In such event, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related [Pledged Preferred Securities or] Pledged Senior Notes to the Remarketing Agent for remarketing. Upon receiving such [Pledged Preferred Securities or] Pledged Senior Notes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Agreement, will use its reasonable efforts to remarket such [Pledged Preferred Securities or] Pledged Senior Notes on such datedate at a price of approximately 100.5% (but not less than 100%) of the aggregate Value of such Pledged Senior Notes. The After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate Value of the remarketed Pledged Senior Notes from any amount of such Proceeds in excess of the aggregate Value of the remarketed Pledged Senior Notes, the Remarketing Agent will deposit remit the entire amount of the Proceeds of such remarketing in to the Collateral AccountAgent. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply a that portion of the Proceeds from such remarketing equal to the aggregate principal amount Value of such [remarketed Pledged Preferred Securities or] Pledged Senior Notes to satisfy in full the obligations of such Holder's obligations Holders of Corporate Units to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. The Collateral Agent shall also instruct the Securities Intermediary to apply a remaining portion of the Proceeds of such remarketing equal to $[.0625] per [Pledged Preferred Security or] Pledged Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such remarketingProceeds, if any, shall be transferred remitted by the Collateral Agent to the Purchase Contract Agent for payment to the benefit of such Holder for distribution to such HolderHolders. If the Remarketing Agent advises the Collateral Agent in writing that there has it cannot remarket the related Pledged Senior Notes of such Holders of Corporate Units at a price not less than 100% of the aggregate Value of such Pledged Senior Notes or if the remarketing shall not have occurred because a condition precedent to the remarketing shall not have been a Failed Remarketingfulfilled, thus resulting in a Failed Secondary Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company shallwill, at the written direction of the Company, retain or dispose of the [Pledged Preferred Security or] Pledged Senior Notes in accordance with applicable law and satisfy in full, from any such dispositiondisposition or retention, such Holder's obligations obligation to pay the Purchase Price for the shares Common Stock, which shall be deemed to be satisfaction in full of American Electric Power Company, Inc. Stockany such obligation. (b) If In the event a Holder of Treasury SPC Units [ or, or Corporate Units (if a Tax Event Redemption or a Successful Initial Remarketing has occurred, a SPC Unit,] ) has not elected to make made an effective Cash Early Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(d)(i) of the Purchase Contract Agreement, Contracts underlying its Treasury Units or has given such notice but failed to make such payment in the manner required by Section 5.4(d)(ii) of the Purchase Contract AgreementCorporate Units, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities [(or such the appropriate Applicable Ownership Interest (as specified defined in clause (A) of the definition of such term) in of the Treasury Portfolio, as the case may be]. Upon maturity On the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall, invest the Cash proceeds of the maturing Pledged Treasury Securities [or the maturing appropriate Applicable Ownership Interest (as specified defined in clause (A) of the definition of such term) in of the Treasury Portfolio, as the case may be], the Securities Intermediary, at the written direction in overnight Permitted Investments of the type specified in clause (v) of the definition of "Permitted Investments," unless it receives other instructions prior to 10:00 a.m., New York City time. The Collateral Agent, Agent shall invest apply the Cash Proceeds of the maturing related Pledged Treasury Securities [or appropriate Applicable Ownership Interest (as specified defined in clause (A) of the definition of such term) in of the Treasury Portfolio, as the case may be,] in Permitted Investments [maturing on or prior to the Purchase Contract Settlement Date]. Without receiving any instruction from any such Holder, the Collateral Agent shall apply the Proceeds of the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], Portfolio to the settlement of such Purchase Contracts on the Purchase Contract Settlement Date, whether or not the Collateral Agent receives an instruction from any Holder of Treasury Units or Corporate Units, to so apply such proceeds or such interest. In the event the sum of the Proceeds from the related Pledged Treasury Securities [or appropriate Applicable Ownership Interest (as specified defined in clause (A) of the definition of such term) in of the Treasury Portfolio, as the case may be], and the investment earnings from the investment in overnight Permitted Investments exceeds is in excess of the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to distribute remit such excess, when received, to the Purchase Contract Agent for the benefit of the Holders. (c) Pursuant to the Remarketing Agreement and subject to the terms of the Supplemental Remarketing Agreement, on or prior to the second Business Day immediately preceding the Initial Remarketing Date or the Secondary Remarketing Date, as applicable, but no earlier than the Payment Date immediately preceding such Holder for distribution date, holders of Separate Senior Notes may elect to have their Separate Senior Notes remarketed by delivering their Separate Senior Notes, together with a notice of such election, substantially in the form of Exhibit C hereto, to the Custodial Agent. The Custodial Agent shall hold such Separate Senior Notes in an account separate from the Collateral Account. A holder of Separate Senior Notes electing to have its Separate Senior Notes remarketed will also have the right to withdraw such election by written notice to the Custodial Agent, substantially in the form of Exhibit D hereto, on or prior to the second Business Day immediately preceding the Initial Remarketing Date or the Secondary Remarketing Date, as applicable, upon which notice the Custodial Agent shall return such Separate Senior Notes to such Holderholder. On the Business Day immediately preceding the Initial Remarketing Date or the Secondary Remarketing Date, as applicable, the Custodial Agent shall notify the Remarketing Agent, the Company and Duke Capital of the aggregate principal amount of the separate Senior Notes to be remarketed and will deliver to the Remarketing Agent for remarketing all Separate Senior Notes delivered to the Custodial Agent pursuant to this Section 4.6(c) and not withdrawn pursuant to the terms hereof prior to such date. After deducting the Remarketing Fee to the extent permitted under the terms of the Remarketing Agreement, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds for the benefit of such holders. In the event of a Failed Initial Remarketing or a Failed Secondary Remarketing, as applicable, the Remarketing Agent will promptly return such Separate Senior Notes to the Custodial Agent for redelivery to such holders. The Purchase Contract Agent, on behalf of itself and the Holders acknowledges and irrevocably agrees that any remarketing of the Senior Notes on the Initial Remarketing Date or the Secondary Remarketing Date shall not constitute a foreclosure of the Pledge of or other exercise of default remedies with respect to the Senior Notes withing the meaning of the Code, but rather shall constitute a voluntary sale of the Senior Notes by and on behalf of the Holders and the Purchase Contract Agent.

Application of Proceeds Settlement. (a) So long as a Tax Event Redemption has not occurred, if a Holder of SPC Units has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(a)(i) in the Purchase Contract Agreement, or has given such notice but failed to deliver the required cash prior to 11:00 A.M. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the remarketing of the related [Pledged Preferred Securities or] Pledged Notes. In such event, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related [Pledged Preferred Securities or] Pledged Notes to the Remarketing Agent for remarketing. Upon receiving such [Pledged Preferred Securities or] Pledged Notes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement, will use reasonable efforts to remarket such [Pledged Preferred Securities or] Pledged Notes on such date. The Remarketing Agent will deposit the entire amount of the Proceeds of such remarketing in the Collateral Account. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply a portion of the Proceeds from such remarketing equal to the aggregate principal amount of such [Pledged Preferred Securities or] Pledged Notes to satisfy in full such Holder's obligations to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. The Collateral Agent shall also instruct the Securities Intermediary to apply a portion of the Proceeds of such remarketing equal to $[.0625] per [Pledged Preferred Security or] Pledged Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such remarketing, if any, shall be transferred to the Purchase Contract Agent for the benefit of such Holder for distribution to such Holder. If the Remarketing Agent advises the Collateral Agent in writing that there has been a Failed Remarketing, thus resulting in an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company shall, at the written direction of the Company, dispose of the [Pledged Preferred Security or] Pledged Notes in accordance with applicable law and satisfy in full, from such disposition, such Holder's obligations to pay the Purchase Price for the shares of American Electric Power Company, Inc. PPL Corporation Common Stock. (b) If a Holder of Treasury SPC Units [ or, if a Tax Event Redemption has occurred, a SPC Unit,] has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(d)(i) of the Purchase Contract Agreement, or has given such notice but failed to make such payment in the manner required by Section 5.4(d)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities [(or such Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be]. Upon maturity of the Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], the Securities Intermediary, at the written direction of the Collateral Agent, shall invest the Cash Proceeds of the maturing Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be,] in Permitted Investments [maturing on or prior to the Purchase Contract Settlement Date]. Without receiving any instruction from any such Holder, the Collateral Agent shall apply the Proceeds of the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], to the settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], and the investment earnings from the investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, to the Purchase Contract Agent for the benefit of such Holder for distribution to such Holder.or

Application of Proceeds Settlement. (a) So long as If a Holder of Corporate PIES (if a Tax Event Redemption has not occurred, if occurred and the Trust Preferred Securities or Debentures or security entitlements to either of them are a Holder component of SPC Units the Corporate PIES) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(a)(i) in the Purchase Contract Agreement, or has given such notice but failed to deliver the required cash prior to 11:00 A.M. (A.M., New York City time) , on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts Contract(s) from the Proceeds of the remarketing of the related [Pledged Preferred Securities or] or Pledged NotesDebentures. In such event, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related [Pledged Preferred Securities or] or Pledged Notes Debentures to the Remarketing Agent for remarketing. Upon receiving such [Pledged Preferred Securities or] or Pledged NotesDebentures, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement, will use its reasonable efforts to remarket such [Pledged Preferred Securities or] or Pledged Notes Debentures on such datedate at a price of 100% of the aggregate liquidation amount of such Pledged Preferred Securities or aggregate principal amount of such Pledged Debentures, as the case may be. The Remarketing Agent will deposit the entire amount of the Proceeds of such remarketing in the Collateral Account. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply a portion of the Proceeds from such remarketing equal to the aggregate liquidation amount of such Pledged Preferred Securities or aggregate principal amount of such [Pledged Preferred Securities or] Pledged Notes Debentures, as the case may be, to satisfy in full the obligations of such Holder's obligations Holders of Corporate PIES to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. The Collateral Agent shall also instruct the Securities Intermediary to apply a portion of the Proceeds of such remarketing equal to $[.0625] per [Pledged Preferred Security or] Pledged Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such remarketing, if any, shall be transferred to the Purchase Contract Agent for the benefit of such Holder for distribution to such Holder. If the Remarketing Agent advises the Collateral Agent in writing that there has been it cannot remarket the related Pledged Preferred Securities or Pledged Debentures, as the case may be, of such Holders of Corporate PIES at a Failed Remarketingprice equal to 100% of the aggregate liquidation amount of such Pledged Preferred Securities or aggregate principal amount of such Pledged Debentures, thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company shall, at the written direction of the Company, dispose of the [Pledged Preferred Security or] Securities or Pledged Notes Debentures, as the case may be, in accordance with applicable law and satisfy in full, from such disposition, such Holder's obligations Holders' obligation to pay the Purchase Price for the shares of American Electric Power Company, Inc. Common Stock. (b) If a Holder of Treasury SPC Units [ or, PIES or Corporate PIES (if a Tax Event Redemption has occurred, a SPC Unit,] ) has not elected to make an effective Cash Settlement cash settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(d)(i) of the Purchase Contract Agreement, or has given such notice but failed to make such payment in the manner required by Section 5.4(d)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts Contract(s) from the Proceeds of the related Pledged Treasury Securities [(or such Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in of the Treasury Portfolio, as the case may be]. Upon maturity of On the Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of Business Day immediately prior to the definition of such term) in the Treasury Portfolio, as the case may be]Purchase Contract Settlement Date, the Securities Intermediary, at the written direction of the Collateral Agent, shall invest the Cash Proceeds of the maturing Pledged Treasury Securities [or such Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in of the Treasury Portfolio, as the case may be,] , in Permitted Investments [maturing on or prior to the Purchase Contract Settlement Date]Investments. Without receiving any instruction from any such HolderHolder of Treasury PIES or Corporate PIES, the Collateral Agent shall apply the Proceeds of the related Pledged Treasury Securities [or such Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in of the Treasury Portfolio, as the case may be], Portfolio to the settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], and the investment earnings from the investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, to the Purchase Contract Agent for the benefit of such Holder for distribution to such Holder.Settlement

Application of Proceeds Settlement. (a) So long as a Tax Event Redemption has not occurred, if In the event a Holder of SPC Units Income PRIDES, unless a Treasury Portfolio has replaced the Debt Securities, has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(a)(i) in 5.4 of the Purchase Contract Agreement, Agreement or has given such notice but failed to deliver the required cash prior to 11:00 A.M. (New York City time) on the fifth Business Day immediately preceding not made an Early Settlement or Cash Merger Early Settlement of the Purchase Contract Settlement DateContracts underlying its Income PRIDES, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the remarketing of the related [Pledged Preferred Securities or] Pledged NotesDebt Securities. In such event, the The Collateral Agent shall instruct by 10:00 a.m., New York City time, on the Securities Intermediary to Transfer fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDES, present the related [Pledged Preferred Debt Securities or] Pledged Notes to the Remarketing Agent for remarketing. Upon receiving such [Pledged Preferred Securities or] Pledged NotesDebt Securities, the Remarketing Agent, Agent will remarket the Pledged Debt Securities pursuant to the terms of the Remarketing Agreement. After deducting the Remarketing Fee from any amount of Proceeds of the remarketing in excess of the aggregate Value of such Debt Securities, will use reasonable efforts to remarket such [Pledged Preferred Securities or] Pledged Notes on such date. The the Remarketing Agent will deposit remit the entire amount of the Proceeds of such a successful remarketing in to the Collateral AccountAgent. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply a that portion of the Proceeds from such remarketing equal to the aggregate principal amount Value of such [the Pledged Preferred Securities or] Pledged Notes Debt Securities, to satisfy in full the obligations of such Holder's obligations Holders of Income PRIDES to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. The Collateral Agent shall also instruct the Securities Intermediary to apply a remaining portion of the Proceeds of such remarketing equal to $[.0625] per [Pledged Preferred Security or] Pledged Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such remarketingProceeds, if any, shall be transferred distributed by the Collateral Agent to the Purchase Contract Agent for payment to the benefit of such Holder for distribution to such HolderHolders. If such remarketing on the Remarketing Agent advises third Business Day immediately preceding the Collateral Agent Purchase Contract Settlement Date results in writing that there has been a Failed Remarketing, thus resulting in an event of default under the Purchase Contract Agreement and hereunder, the Collateral AgentAgent will, for the benefit of the Company shallCompany, at the written direction of the Company, retain or dispose of the [Pledged Preferred Security or] Pledged Notes Debt Securities in accordance with applicable law and satisfy in full, from any such dispositiondisposition or retention, such Holder's obligations obligation to pay the Purchase Price for the shares of American Electric Power Company, Inc. StockCommon Stock under the related Purchase Contracts. (b) If In the event a Holder of Treasury SPC Units [ Growth PRIDES or, if a Tax Event Redemption Treasury Portfolio has occurredreplaced the Debt Securities, a SPC Unit,] Income PRIDES, has not elected to make made an effective Cash Early Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(d)(i) of the Purchase Contract AgreementContracts underlying its Growth PRIDES or Income PRIDES, or has given such notice but failed to make such payment in as the manner required by Section 5.4(d)(ii) of the Purchase Contract Agreementcase may be, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities [(or such the related Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the a Treasury Portfolio, as the case may be]. Upon maturity On the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall, at the written direction of the Purchase Contract Agent, invest the Cash proceeds of the maturing Pledged Treasury Securities [or the Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the a Treasury Portfolio, as the case may be], the Securities Intermediary, at the written direction of the Collateral Agent, shall invest the Cash Proceeds of the maturing Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be,] in overnight Permitted Investments [maturing on or prior to the Purchase Contract Settlement Date]Investments. Without receiving any instruction from any such HolderHolder of Growth PRIDES or Income PRIDES, the Collateral Agent shall apply the Proceeds of the related Pledged Treasury Securities [or Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the a Treasury Portfolio, as the case may be], Portfolio to the settlement of such the related Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities [or related Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the a Treasury Portfolio, as the case may be], Portfolio and the investment earnings from the investment in overnight Permitted Investments exceeds is in excess of the aggregate Purchase Price of the Purchase Contracts being settled therebythereby on the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, to the Purchase Contract Agent for the benefit of the Holders. (c) Pursuant to the Remarketing Agreement, on or prior to the fifth Business Day immediately preceding each proposed Reset Date, but no earlier than the tenth Business Day immediately preceding such Holder for distribution proposed Reset Date, holders of Separate Debt Securities may elect to have their Separate Debt Securities remarketed by delivering the Separate Debt Securities, together with a notice of such election, substantially in the form of Exhibit C hereto, to the Custodial Agent. The Custodial Agent will hold the Separate Debt Securities in an account separate from the Collateral Account. A holder of Separate Debt Securities electing to have its Separate Debt Securities remarketed will also have the right to withdraw such election by written notice to the Custodial Agent, substantially in the form of Exhibit D hereto, on or prior to the fifth Business Day immediately preceding such proposed Reset Date, upon which notice the Custodial Agent will return the Separate Debt Securities to such Holderholder. On the fourth Business Day immediately preceding such proposed Reset Date, the Custodial Agent will deliver to the Remarketing Agent for remarketing all Separate Debt Securities delivered to the Custodial Agent pursuant to this Section 4.6(c) and not withdrawn pursuant to the terms hereof prior to such date. The portion of the proceeds from such remarketing equal to the aggregate Value of the Separate Debt Securities, plus accrued and unpaid interest, if any, thereon, will automatically be remitted by the Remarketing Agent to the Custodial Agent for the benefit of the holders of the Separate Debt Securities. In addition, after deducting the Remarketing Fee from any amount of such proceeds in excess of the aggregate Value of the remarketed Separate Debt Securities, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds, if any, for the benefit of such holders. If such remarketing is not successful, the Remarketing Agent will promptly return the Separate Debt Securities to the Custodial Agent for redelivery to such holders (which may be remarketed again in any subsequent remarketing as provided in this Section 4.6(c)).

Application of Proceeds Settlement. (a) So long as In the event a Holder of Corporate Units (unless a Tax Event Redemption or a Successful Initial Remarketing has not occurred, if a Holder of SPC Units ) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent (with a copy to the Collateral Agent) in the manner provided for in Section 5.4(a)(iparagraph 5.5(a)(i) in the Purchase Contract Agreement, or Agreement and has given such notice but failed to deliver the required cash prior to 11:00 A.M. (New York City time) on the fifth Business Day immediately preceding not made an Early Settlement of the Purchase Contract Settlement DateContracts underlying its Corporate Units, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the remarketing of the related [Pledged Preferred Securities or] Pledged Notes. In such event, the The Collateral Agent shall instruct shall, by 10:00 a.m., New York City time, on the Securities Intermediary to Transfer fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Corporate Units, present the related [Pledged Preferred Securities or] Pledged Notes to the Remarketing Agent for remarketing. Upon receiving such [Pledged Preferred Securities or] Pledged Notes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Agreement, will use its reasonable efforts to remarket such [Pledged Preferred Securities or] Pledged Notes on such datedate at a price of approximately 100.5% (but not less than 100%) of the aggregate Value of such Pledged Notes. The After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate Value of the remarketed Pledged Notes from any amount of such Proceeds in excess of the aggregate Value of the Remarketed Pledged Notes, the Remarketing Agent will deposit remit the entire amount of the Proceeds of such remarketing in to the Collateral AccountAgent. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct remit to the Securities Intermediary to apply a Company that portion of the Proceeds from such remarketing equal to the aggregate principal amount Value of such [Pledged Preferred Securities or] remarketed Pledged Notes to satisfy in full the obligations of such Holder's obligations Holders of Corporate Units to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. The Collateral Agent shall also instruct the Securities Intermediary to apply a remaining portion of the Proceeds of such remarketing equal to $[.0625] per [Pledged Preferred Security or] Pledged Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such remarketingProceeds, if any, shall be transferred remitted by the Collateral Agent to the Purchase Contract Agent for payment to the benefit of such Holder for distribution to such HolderHolders. If the Remarketing Agent advises the Collateral Agent in writing that there has it cannot remarket the related Pledged Notes of such Holders of Corporate Units at a price not less than 100% of the aggregate Value of such Pledged Notes or if the remarketing shall not have occurred because a condition precedent to the remarketing shall not have been a Failed Remarketingfulfilled, thus resulting in a Failed Secondary Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company shallwill, at the written direction of the Company, retain or dispose of the [Pledged Preferred Security or] Pledged Notes in accordance with applicable law and satisfy in full, from any such dispositiondisposition or retention, such Holder's obligations obligation to pay the Purchase Price for the shares of American Electric Power Company, Inc. Common Stock. (b) If In the event a Holder of Treasury SPC Units [ or, or Corporate Units (if a Tax Event Redemption or a Successful Initial Remarketing has occurred, a SPC Unit,] ) has not elected to make made an effective Cash Early Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(d)(i) of the Purchase Contract Agreement, Contracts underlying its Treasury Units or has given such notice but failed to make such payment in the manner required by Section 5.4(d)(ii) of the Purchase Contract AgreementCorporate Units, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities [(or such the appropriate Applicable Ownership Interest (as specified defined in clause (A) of the definition of such term) in of the Treasury Portfolio, as the case may be]. Upon maturity On the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall, at the written direction of the Purchase Contract Agent, which written direction shall be furnished to the Collateral Agent prior to 11:30 a.m., New York City time, invest the Cash proceeds of the maturing Pledged Treasury Securities [or the maturing appropriate Applicable Ownership Interest (as specified defined in clause (A) of the definition of such term) in of the Treasury Portfolio, as the case may be], in Permitted Investments; provided, -------- however, that if the Collateral Agent shall not receive any written direction ------- by 11:30 a.m. New York City time, on such date, the Securities Intermediary, at the written direction Collateral Agent shall invest such proceeds in Permitted Investments of the type specified in clause (v) of the definition of Permitted Investments. Without receiving any instruction from any such Holder of Treasury Units or Corporate Units, the Collateral Agent, Agent shall invest remit to the Cash Company that portion of the Proceeds of the maturing related Pledged Treasury Securities [or appropriate Applicable Ownership Interest (as specified defined in clause (A) of the definition of such term) in of the Treasury Portfolio, as the case may be,] in Permitted Investments [maturing on or prior Portfolio equal to the aggregate Purchase Contract Settlement Date]. Without receiving any instruction from any such Holder, the Collateral Agent shall apply the Proceeds of the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], to the settlement Price of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities [or appropriate Applicable Ownership Interest (as specified defined in clause (A) of the definition of such term) in of the Treasury Portfolio, as the case may be], and the investment earnings from the investment in Permitted Investments exceeds is in excess of the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to distribute remit such excess, when received, to the Purchase Contract Agent for the benefit of the Holders. (c) Pursuant to the Remarketing Agreement and subject to the terms of the Supplemental Remarketing Agreement, on or prior to the second Business Day immediately preceding the Initial Remarketing Date or the Secondary Remarketing Date, as applicable, but no earlier than the Payment Date immediately preceding such Holder for distribution date, holders of Separate Notes may elect to have their Separate Notes remarketed by delivering their Separate Notes, together with a notice of such election, substantially in the form of Exhibit C hereto, to the Custodial Agent. The Custodial Agent shall hold such Separate Notes in an account separate from the Collateral Account. A holder of Separate Notes electing to have its Separate Notes remarketed will also have the right to withdraw such election by written notice to the Custodial Agent, substantially in the form of Exhibit D hereto, on or prior to the second Business Day immediately preceding the Initial Remarketing Date or the Secondary Remarketing Date, as applicable, upon which notice the Custodial Agent shall return such Separate Notes to such Holderholder. On the Business Day immediately preceding the Initial Remarketing Date or the Secondary Remarketing Date, as applicable, the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of the Separate Notes to be remarketed and will deliver to the Remarketing Agent for remarketing all Separate Notes delivered to the Custodial Agent pursuant to this Section 4.6(c) and not withdrawn pursuant to the terms hereof prior to such date. After deducting the Remarketing Fee to the extent permitted under the terms of the Remarketing Agreement, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds for the benefit of such holders. In the event of a Failed Initial Remarketing or a Failed Secondary Remarketing, as applicable, the Remarketing Agent will promptly return such Separate Notes to the Custodial Agent for redelivery to such holders.

Application of Proceeds Settlement. (a) So long as If a Holder of PEPS Units (if a Tax Event Redemption has not occurred, if a Holder of SPC Units ) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(a)(i) in the Purchase Contract Agreement, or has given such notice but failed to deliver the required cash prior to 11:00 A.M. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Settlement DateNovember 16, 2002, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the remarketing of the related [Pledged Preferred Securities or] or Pledged Senior Deferrable Notes. In such event, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related [Pledged Preferred Securities or] or Pledged Senior Deferrable Notes to the Remarketing Agent for remarketing. Upon receiving such [Pledged Preferred Securities or] or Pledged Senior Deferrable Notes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement, will use reasonable efforts to remarket such [Pledged Preferred Securities or] or Pledged Notes on such dateSenior Deferrable Notes. The Remarketing Agent will deposit the entire amount of the Proceeds of such remarketing in the Collateral Account. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply a portion of the Proceeds from such remarketing equal to (i) the aggregate liquidation amount of the Preferred Securities or aggregate principal amount of such [Pledged Preferred Securities or] Pledged Notes Senior Deferrable Note to satisfy in full such Holder's obligations to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. The Collateral , and (ii) to the number of Preferred Securities or Pledged Senior Deferrable Notes remarketed by the Remarketing Agent shall also instruct the Securities Intermediary to apply a portion of the Proceeds of such remarketing equal to $[.0625] per [Pledged Preferred Security or] Pledged Note multiplied by .0625 to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such the remarketing, if any, shall be transferred to the Purchase Contract Agent for the benefit of such Holder for distribution to such Holder. If the Remarketing Agent advises the Collateral Agent in writing that there has been a Failed Remarketing, thus resulting in an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company shall, at the written direction of the Company, dispose of the [Pledged Preferred Security or] Securities or Pledged Senior Deferrable Notes in accordance with applicable law and satisfy in full, from such disposition, such Holder's obligations to pay the Purchase Price for the shares of American Electric Power Company, Inc. Common Stock. (b) If a Holder of a Treasury SPC Units [ or, PEPS Unit or a Holder of PEPS Unit (if a Tax Event Redemption has occurred, a SPC Unit,] ) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(d)(i) of the Purchase Contract Agreement, or has given such notice but failed to make such payment in the manner required by Section 5.4(d)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities [(or such Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in of the Treasury Portfolio, as the case may be]. Upon maturity of After 11:00 a.m. (New York City time) on the Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of Business Day immediately prior to the definition of such term) in the Treasury Portfolio, as the case may be]Purchase Contract Settlement Date, the Securities Intermediary, at the written direction of the Collateral Agent, shall invest the Cash Proceeds of the maturing Pledged Treasury Securities [or such Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in of the Treasury Portfolioportfolios, as the case may be,] , in Permitted Investments [maturing on or prior to the Purchase Contract Settlement Date]Investments. Without receiving any instruction from any such Holder, the Collateral Agent shall apply the Proceeds of the related Pledged Treasury Securities [or such Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in of the Treasury Portfolio, as the case may be], to the settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities [or such Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in of the Treasury Portfolio, Portfolio as the case may be], and the investment earnings from the investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, to the Purchase Contract Agent for the benefit of such Holder for distribution to such Holder.

Application of Proceeds Settlement. (a) So long as a Tax Event Redemption has not occurred, if In the event a Holder of SPC Units Corporate Units, unless the Treasury Portfolio has replaced the Debentures, has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(a)(i) in of the Purchase Contract Agreement, Agreement or has given such notice but failed to deliver the required cash prior to 11:00 A.M. (New York City time) on the fifth Business Day immediately preceding not made an Early Settlement of the Purchase Contract Settlement DateContracts underlying its Corporate Units, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the remarketing of the related [Pledged Preferred Securities or] Pledged NotesDebentures. In such event, the The Collateral Agent shall instruct by 10:00 a.m., New York City time, on the Securities Intermediary to Transfer fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Corporate Units, present the related [Pledged Preferred Securities or] Pledged Notes Debentures to the Remarketing Agent for remarketing. Upon receiving such [Pledged Preferred Securities or] Pledged NotesDebentures, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement, will use its reasonable efforts to remarket such [Pledged Preferred Securities or] Pledged Notes Debentures on such datedate at a price of approximately ____% (but not less than ___%) of the aggregate Value of such Pledged Debentures, plus accrued and unpaid interest, if any, thereon. The After deducting as the Remarketing Fee an amount not exceeding __ basis points (.__%) of the aggregate Value of the Pledged Debentures from any amount of such Proceeds in excess of the aggregate Value of such Debentures, plus such accrued and unpaid interest of the remarketed Pledged Debentures, the Remarketing Agent will deposit remit the entire amount of the Proceeds of such a successful remarketing in to the Collateral AccountAgent. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply a that portion of the Proceeds from such remarketing equal to the aggregate principal amount Value of such [the Pledged Preferred Securities or] Pledged Notes Debentures, to satisfy in full the obligations of such Holder's obligations Holders of Corporate Units to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. The Collateral Agent shall also instruct the Securities Intermediary to apply a remaining portion of the Proceeds of such remarketing equal to $[.0625] per [Pledged Preferred Security or] Pledged Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such remarketingProceeds, if any, shall be transferred distributed by the Collateral Agent to the Purchase Contract Agent for payment to the benefit of such Holder for distribution to such HolderHolders. If the Remarketing Agent advises the Collateral Agent in writing that there it cannot remarket the related Pledged Debentures of such Holders of Corporate Units at a price not less than ___% of the aggregate Value of such Pledged Debentures plus any accrued and unpaid interest, or if the remarketing does not occur because a condition precedent to such remarketing has not been fulfilled, thus resulting in a Failed Remarketing, thus resulting in an event of default under the Purchase Contract Agreement and hereunder, the Collateral AgentAgent will, for the benefit of the Company shallCompany, at the written direction of the Company, retain or dispose of the [Pledged Preferred Security or] Pledged Notes Debentures in accordance with applicable law and satisfy in full, from any such dispositiondisposition or retention, such Holder's obligations obligation to pay the Purchase Price for the shares of American Electric Power Company, Inc. StockCommon Stock under the related Purchase Contracts. (b) If In the event a Holder of Treasury SPC Units [ or, if a Tax Event Redemption the Treasury Portfolio has occurredreplaced the Debentures, a SPC Unit,] Corporate Units, has not elected to make made an effective Cash Early Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(d)(i) of the Purchase Contract AgreementContracts underlying its Treasury Units or Corporate Units, or has given such notice but failed to make such payment in as the manner required by Section 5.4(d)(ii) of the Purchase Contract Agreementcase may be, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities [(or such the related Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be]. Upon maturity On the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall, at the written direction of the Purchase Contract Agent, invest the Cash proceeds of the maturing Pledged Treasury Securities [or the Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], the Securities Intermediary, at the written direction of the Collateral Agent, shall invest the Cash Proceeds of the maturing Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be,] in overnight Permitted Investments [maturing on or prior to the Purchase Contract Settlement Date]Investments. Without receiving any instruction from any such HolderHolder of Treasury Units or Corporate Units, the Collateral Agent shall apply the Proceeds of the related Pledged Treasury Securities [or Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], Portfolio to the settlement of such the related Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities [or related Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], Portfolio and the investment earnings from the investment in overnight Permitted Investments exceeds is in excess of the aggregate Purchase Price of the Purchase Contracts being settled therebythereby on the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, to the Purchase Contract Agent for the benefit of the Holders. The Company shall not be obligated to issue any shares of Common Stock in respect of the Purchase Contract(s) or deliver any certificate therefor to the Holder unless it shall have received payment in full of the Purchase Price for the shares of Common Stock to be purchased thereunder. (c) Pursuant to the Remarketing Agreement, on or prior to the fifth Business Day immediately preceding each Reset Date, but no earlier than the Payment Date immediately preceding such Holder for distribution Reset Date, holders of Separate Debentures may elect to have their Separate Debentures remarketed by delivering the Separate Debentures, together with a notice of such election, substantially in the form of Exhibit C hereto, to the Custodial Agent. The Custodial Agent will hold the Separate Debentures in an account separate from the Collateral Account. A holder of Separate Debentures electing to have its Separate Debentures remarketed will also have the right to withdraw such election by written notice to the Custodial Agent, substantially in the form of Exhibit D hereto, on or prior to the fifth Business Day immediately preceding the Reset Date, upon which notice the Custodial Agent will return the Separate Debentures to such Holderholder. On the fourth Business Day immediately preceding the Reset Date, the Custodial Agent will deliver to the Remarketing Agent for remarketing all Separate Debentures delivered to the Custodial Agent pursuant to this Section 4.6(c) and not withdrawn pursuant to the terms hereof prior to such date. The portion of the proceeds from such remarketing equal to the aggregate Value of the Separate Debentures will automatically be remitted by the Remarketing Agent to the Custodial Agent for the benefit of the holders of the Separate Debentures. In addition, after deducting as the Remarketing Fee an amount not exceeding __ basis points (.__%) of the Value of the remarketed Separate Debentures, from any amount of such proceeds in excess of the aggregate Value of the remarketed Separate Debentures plus any accrued and unpaid interest thereon, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds, if any, for the benefit of such holders. If, despite using its reasonable efforts, the Remarketing Agent advises the Custodial Agent in writing that it cannot remarket the related Separate Debentures of such holders, together with the remarketed Pledged Debentures, at a price not less than ___% of the aggregate Value of the Separate Debentures and the Pledged Debentures plus any accrued and unpaid interest thereon or, if a condition to the remarketing shall not have been fulfilled, thus in either case resulting in a Failed Remarketing, the Remarketing Agent will promptly return the Separate Debentures to the Custodial Agent for redelivery to such holders.

Application of Proceeds Settlement. (a) So long as a Tax Event Redemption has not occurred, if In the event a Holder of SPC Units Corporate Units, unless the Treasury Portfolio has replaced the Debentures, has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(a)(i) in of the Purchase Contract Agreement, Agreement or has given such notice but failed to deliver the required cash prior to 11:00 A.M. (New York City time) on the fifth Business Day immediately preceding not made an Early Settlement of the Purchase Contract Settlement DateContracts underlying its Corporate Units, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the remarketing of the related [Pledged Preferred Securities or] Pledged NotesDebentures. In such event, the The Collateral Agent shall instruct by 10:00 a.m., New York City time, on the Securities Intermediary to Transfer fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Corporate Units, present the related [Pledged Preferred Securities or] Pledged Notes Debentures to the Remarketing Agent for remarketing. Upon receiving such [Pledged Preferred Securities or] Pledged NotesDebentures, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement, will use its reasonable efforts to remarket such [Pledged Preferred Securities or] Pledged Notes Debentures on such datedate at a price of approximately ____% (but not less than ___%) of the aggregate Value of such Pledged Debentures, plus accrued and unpaid interest, if any, thereon. The After deducting as the Remarketing Fee an amount not exceeding __ basis points (.__%) of the aggregate Value of the Pledged Debentures from any amount of such Proceeds in excess of the aggregate Value of such Debentures, plus such accrued and unpaid interest of the remarketed Pledged Debentures, the Remarketing Agent will deposit remit the entire amount of the Proceeds of such a successful remarketing in to the Collateral AccountAgent. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply a that portion of the Proceeds from such remarketing equal to the aggregate principal amount Value of such [the Pledged Preferred Securities or] Pledged Notes Debentures, to satisfy in full the obligations of such Holder's obligations Holders of Corporate Units to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. The Collateral Agent shall also instruct the Securities Intermediary to apply a remaining portion of the Proceeds of such remarketing equal to $[.0625] per [Pledged Preferred Security or] Pledged Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such remarketingProceeds, if any, shall be transferred distributed by the Collateral Agent to the Purchase Contract Agent for payment to the benefit of such Holder for distribution to such HolderHolders. If the Remarketing Agent advises the Collateral Agent in writing that there has been it cannot remarket the related Pledged Debentures of such Holders of Corporate Units at a price not less than ___% of the aggregate Value of such Pledged Debentures plus any accrued and unpaid interest, thus resulting in a Failed Remarketing, thus resulting in an event of default under the Purchase Contract Agreement and hereunder, the Collateral AgentAgent will, for the benefit of the Company shallCompany, at the written direction of the Company, retain or dispose of the [Pledged Preferred Security or] Pledged Notes Debentures in accordance with applicable law and satisfy in full, from any such dispositiondisposition or retention, such Holder's obligations obligation to pay the Purchase Price for the shares of American Electric Power Company, Inc. StockCommon Stock under the related Purchase Contracts. (b) If In the event a Holder of Treasury SPC Units [ or, if a Tax Event Redemption the Treasury Portfolio has occurredreplaced the Debentures, a SPC Unit,] Corporate Units, has not elected to make made an effective Cash Early Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(d)(i) of the Purchase Contract AgreementContracts underlying its Treasury Units or Corporate Units, or has given such notice but failed to make such payment in as the manner required by Section 5.4(d)(ii) of the Purchase Contract Agreementcase may be, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities [(or such the related Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be]. Upon maturity On the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall, at the written direction of the Purchase Contract Agent, invest the Cash proceeds of the maturing Pledged Treasury Securities [or the Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], the Securities Intermediary, at the written direction of the Collateral Agent, shall invest the Cash Proceeds of the maturing Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be,] in overnight Permitted Investments [maturing on or prior to the Purchase Contract Settlement Date]Investments. Without receiving any instruction from any such HolderHolder of Treasury Units or Corporate Units, the Collateral Agent shall apply the Proceeds of the related Pledged Treasury Securities [or Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], Portfolio to the settlement of such the related Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities [or related Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], Portfolio and the investment earnings from the investment in overnight Permitted Investments exceeds is in excess of the aggregate Purchase Price of the Purchase Contracts being settled therebythereby on the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, to the Purchase Contract Agent for the benefit of the Holders. The Company shall not be obligated to issue any shares of Common Stock in respect of the Purchase Contract(s) or deliver any certificate therefor to the Holder unless it shall have received payment in full of the Purchase Price for the shares of Common Stock to be purchased thereunder. (c) Pursuant to the Remarketing Agreement, on or prior to the fifth Business Day immediately preceding the Reset Date, but no earlier than the Payment Date immediately preceding the Reset Date, holders of Separate Debentures may elect to have their Separate Debentures remarketed by delivering the Separate Debentures, together with a notice of such Holder for distribution election, substantially in the form of Exhibit C hereto, to the Custodial Agent. The Custodial Agent will hold the Separate Debentures in an account separate from the Collateral Account. A holder of Separate Debentures electing to have its Separate Debentures remarketed will also have the right to withdraw such election by written notice to the Custodial Agent, substantially in the form of Exhibit D hereto, on or prior to the fifth Business Day immediately preceding the Reset Date, upon which notice the Custodial Agent will return the Separate Debentures to such Holderholder. On the fourth Business Day immediately preceding the Reset Date, the Custodial Agent will deliver to the Remarketing Agent for remarketing all Separate Debentures delivered to the Custodial Agent pursuant to this Section 4.6(c) and not withdrawn pursuant to the terms hereof prior to such date. The portion of the proceeds from such remarketing equal to the aggregate Value of the Separate Debentures will automatically be remitted by the Remarketing Agent to the Custodial Agent for the benefit of the holders of the Separate Debentures. In addition, after deducting as the Remarketing Fee an amount not exceeding __ basis points (.__%) of the Value of the remarketed Separate Debentures, from any amount of such proceeds in excess of the aggregate Value of the remarketed Separate Debentures plus any accrued and unpaid interest thereon, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds, if any, for the benefit of such holders. If, despite using its reasonable efforts, the Remarketing Agent advises the Custodial Agent in writing that it cannot remarket the related Separate Debentures of such holders, together with the remarketed Pledged Debentures, at a price not less than ___% of the aggregate Value of the Separate Debentures and the Pledged Debentures plus accrued and unpaid interest or, if a condition to the remarketing shall not have been fulfilled, thus in either case resulting in a Failed Remarketing, the Remarketing Agent will promptly return the Separate Debentures to the Custodial Agent for redelivery to such holders.

Application of Proceeds Settlement. (a) So long as a Tax Event Redemption has not occurred, if In the event a Holder of SPC Units Corporate Units, unless the Applicable Ownership Interests in the Treasury Portfolio has replaced the Applicable Ownership Interests in Debentures, has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(a)(i) in of the Purchase Contract Agreement, Agreement or has given such notice but failed to deliver the required cash prior to 11:00 A.M. (New York City time) on the fifth Business Day immediately preceding not made an Early Settlement or a Fundamental Change Early Settlement of the Purchase Contract Settlement DateContracts underlying its Corporate Units, such Holder shall be deemed to have elected consented to the disposition of the Debentures underlying the Pledged Applicable Ownership Interests in Debentures pursuant to the Remarketing as described in Section 5.4(a) of the Purchase Contract Agreement in order to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the remarketing of the related [Pledged Preferred Securities or] Pledged NotesContract. In such event, the The Collateral Agent shall instruct by 10:00 a.m., New York City time, on the Securities Intermediary to Transfer sixth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Corporate Units, present the related [Debentures underlying the Pledged Preferred Securities or] Pledged Notes Applicable Ownership Interests in Debentures to the Remarketing Agent for remarketing. Upon receiving such [Pledged Preferred Securities or] Pledged NotesDebentures, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement, will use its commercially reasonable efforts to remarket such [Debentures underlying the Pledged Preferred Securities or] Pledged Notes Applicable Ownership Interests in Debentures on such datedate at a price equal to or greater than 100% of the aggregate Value of such Pledged Applicable Ownership Interests in Debentures plus the applicable Remarketing Fee. The Remarketing Agent may deduct the Remarketing Fee from any portion of the proceeds from the Remarketing of the Debentures that is in excess of the sum of 100% of the aggregate Value of such Pledged Applicable Ownership Interests in Debentures and the aggregate Separate Debentures Purchase Price. Upon a Successful Remarketing and after deducting the Remarketing Fee from such Proceeds, the Remarketing Agent will deposit remit the entire amount remaining portion of the Proceeds of a Successful Remarketing related to such remarketing Applicable Ownership Interest in Debentures to the Collateral AccountAgent. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply a that portion of the Proceeds from such remarketing Remarketing equal to the aggregate principal amount Value of such [the Pledged Preferred Securities or] Pledged Notes Applicable Ownership Interests in Debentures to satisfy in full the obligations of such Holder's obligations Holders of Corporate Units to pay the Purchase Price to purchase for the shares of Common Stock under the related Purchase Contracts. The Collateral Agent shall also instruct the Securities Intermediary to apply a remaining portion of the Proceeds of such remarketing equal to $[.0625] per [Pledged Preferred Security or] Pledged Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such remarketingProceeds, if any, shall be transferred distributed by the Collateral Agent to the Purchase Contract Agent for payment to the benefit of such Holder for distribution to such HolderHolders. If the Remarketing Agent advises the Collateral Agent in writing that there it cannot remarket the related Pledged Applicable Ownership Interests in Debentures of such Holders of Corporate Units at a price not less than 100% of the aggregate Value of such Pledged Applicable Ownership Interests in Debentures, or if the Remarketing does not occur because a condition precedent to such Remarketing has not been fulfilled, thus resulting in a Failed Remarketing, thus resulting in an event of default under the Purchase Contract Agreement and hereunder, the Collateral AgentAgent will, for the benefit of the Company shallCompany, at the written direction of the Company, retain or dispose of the [Pledged Preferred Security or] Pledged Notes Applicable Ownership Interests in Debentures in accordance with applicable law and satisfy in full, from any such dispositiondisposition or retention, such Holder's obligations ’s obligation to pay the Purchase Price for the shares of American Electric Power Company, Inc. StockCommon Stock under the related Purchase Contracts. (b) If In the event a Holder of Treasury SPC Units [ or, if the Treasury Portfolio has replaced the Applicable Ownership Interests in Debentures as a Tax Event Redemption has occurredcomponent of Corporate Units, a SPC Unit,] Corporate Units, has not elected to make made an effective Cash Early Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(d)(i) or a Fundamental Change Early Settlement of the Purchase Contract AgreementContracts underlying its Treasury Units or Corporate Units, or has given such notice but failed to make such payment in as the manner required by Section 5.4(d)(ii) of the Purchase Contract Agreementcase may be, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities [(or such the related Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) Interests in the Treasury Portfolio, as the case may be]. Upon maturity On the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall, at the written direction of the Purchase Contract Agent, invest the cash Proceeds of the maturing Pledged Treasury Securities [or the Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) Interests in the Treasury Portfolio, as the case may be], the Securities Intermediary, at the written direction of the Collateral Agent, shall invest the Cash Proceeds of the maturing Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be,] in Permitted Investments [maturing on or prior to the Purchase Contract Settlement Date]Investments. Without receiving any instruction from any such HolderHolder of Treasury Units or Corporate Units, the Collateral Agent shall apply the Proceeds of the related Pledged Treasury Securities [or Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) Interests in the Treasury Portfolio, as the case may be], Portfolio to the settlement of such the related Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities [or related Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) Interests in the Treasury Portfolio, as the case may be], Portfolio and the investment earnings from the investment in Permitted Investments exceeds is in excess of the aggregate Purchase Price of the Purchase Contracts being settled therebythereby on the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, to the Purchase Contract Agent for the benefit of the Holders. The Company shall not be obligated to issue any shares of Common Stock in respect of the Purchase Contract(s) or deliver any certificate therefor to the Holder unless it shall have received payment in full of the Purchase Price for the shares of Common Stock to be purchased thereunder. (c) Pursuant to the Remarketing Agreement, on or prior to 5:00 p.m., New York City time, on the second Business Day immediately preceding the first Remarketing Date of the applicable Three-Day Remarketing Period, but no earlier than 5:00 p.m., New York City time, on the fifth Business Day immediately preceding such Holder for distribution first Remarketing Date of the applicable Three-Day Remarketing Period, holders of Separate Debentures may elect to have their Separate Debentures remarketed by delivering the Separate Debentures, together with a notice of such election, substantially in the form of Exhibit C hereto, to the Custodial Agent. The Custodial Agent will hold the Separate Debentures in an account separate from the Collateral Account. A holder of Separate Debentures electing to have its Separate Debentures remarketed will also have the right to withdraw such election by written notice to the Custodial Agent, substantially in the form of Exhibit D hereto, on or prior to 5:00 p.m., New York City time, on the second Business Day immediately preceding the first Remarketing Date of the relevant Three-Day Remarketing Period, upon which notice the Custodial Agent shall return such Separate Debentures to such Holderholder. After such time, such election to remarket shall become an irrevocable election to have such Separate Debentures remarketed in such Remarketing. Promptly after 11:00 a.m., New York City time, on the Business Day immediately preceding the first Remarketing Date of the relevant Three-Day Remarketing Period, the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of the Separate Debentures to be remarketed and shall deliver to the Remarketing Agent for Remarketing all Separate Debentures delivered to the Custodial Agent, and not withdrawn, pursuant to this Section 4.6(c) prior to such date. The portion of the proceeds from such remarketing equal to the aggregate Value of the Separate Debentures will automatically be remitted by the Remarketing Agent to the Custodial Agent for the benefit of the holders of the Separate Debentures. (d) In addition, after deducting the Remarketing Fee from the Value of the remarketed Separate Debentures, from any amount of such proceeds in excess of the aggregate Value of the remarketed Separate Debentures, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds, if any, for the benefit of such holders. If, despite using its commercially reasonable efforts, a remarketing attempt is unsuccessful on the first Remarketing Date of a Three-Day Remarketing Period, subsequent remarketings will be attempted on each of the two following Remarketing Dates in that Three-Day Remarketing Period until a Successful Remarketing occurs. If the Remarketing Agent advises the Custodial Agent in writing that none of the three remarketings occurring during a Three-Day Remarketing Period resulted in a Successful Remarketing or, if a condition to the Remarketing shall not have been fulfilled, thus in either case resulting in a Failed Remarketing, the Remarketing Agent will promptly return the Separate Debentures to the Custodial Agent for redelivery to such holders.

Application of Proceeds Settlement. (a) So long as In connection with a Purchase Contract Settlement Date, in the event a Holder of Income PRIDES (if a Tax Event Redemption has not occurred, if a Holder of SPC Units ) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section paragraph 5.4(a)(i) in the Purchase Contract Agreement, Agreement or has given such notice but failed to deliver the required cash prior to 11:00 A.M. (New York City time) on the fifth Business Day immediately preceding not made an Early Settlement of the Purchase Contract Settlement DateContract(s) underlying its Income PRIDES, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts Contract(s) from the Proceeds of the remarketing related Pledged Debt Securities. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding such Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDES, present the applicable related Pledged Debt Securities (i.e., Series D Notes in the case of the related [Pledged Preferred Securities or] Pledged Notes. In such event, First Purchase Contract Settlement Date and Series E Notes in case of the Collateral Agent shall instruct the Securities Intermediary to Transfer the related [Pledged Preferred Securities or] Pledged Notes Second Purchase Contract Settlement Date) to the Remarketing Agent for remarketing. Upon receiving such [Pledged Preferred Securities or] Pledged NotesDebt Securities, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement, will use its reasonable efforts to remarket such [Pledged Preferred Debt Securities or] Pledged Notes on such datedate at a price not less than approximately 100.5% of the aggregate Value of such Pledged Debt Securities, plus accrued and unpaid interest, if any, thereon. The After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate Value of the related Pledged Debt Securities from any amount of such Proceeds in excess of the aggregate Value of the Debt Securities of such series, plus such accrued and unpaid interest on the remarketed Pledged Debt Securities, the Remarketing Agent will deposit remit the entire amount of the Proceeds of such remarketing in to the Collateral AccountAgent. On the applicable Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply a that portion of the Proceeds from such remarketing equal to the aggregate principal amount Value, plus such accrued and unpaid interest of such [Pledged Preferred Securities or] Pledged Notes Debt Securities, to satisfy in full the obligations of such Holder's obligations Holders of Income PRIDES to pay the Purchase Price on such Purchase Contract Settlement Date to purchase the shares of Common Stock under the related Purchase Contracts. The Collateral Agent shall also instruct the Securities Intermediary to apply a remaining portion of the Proceeds of such remarketing equal to $[.0625] per [Pledged Preferred Security or] Pledged Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such remarketingProceeds, if any, shall be transferred distributed by the Collateral Agent to the Purchase Contract Agent for payment to the benefit of such Holder for distribution to such HolderHolders. If the Remarketing Agent advises the Collateral Agent in writing that there it cannot remarket the related Pledged Debt Securities of such Holders of Income PRIDES at a price not less than 100% of the aggregate Value of such Pledged Debt Securities plus any accrued and unpaid interest, or if the remarketing does not occur because a condition precedent to it has not been a Failed Remarketingfulfilled, thus resulting in an event of default under the Purchase Contract Agreement and hereundera Failed Remarketing, the Collateral Agent, for the benefit of the Company shallwill, at the written direction of the Company, retain or dispose of the [such Pledged Preferred Security or] Pledged Notes Debt Securities in accordance with applicable law and satisfy in full, from any such dispositiondisposition or retention, such Holder's obligations obligation to pay the Purchase Price for the shares of American Electric Power Company, Inc. Common Stock. (b) If In the event a Holder of Treasury SPC Units [ Growth PRIDES or, if a Tax Event Redemption has occurred, a SPC Unit,] Income PRIDES, has not elected to make made an effective Cash Early Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(d)(i) of the Purchase Contract AgreementContract(s) underlying its Growth PRIDES or Income PRIDES, or has given such notice but failed to make such payment in as the manner required by Section 5.4(d)(ii) of the Purchase Contract Agreementcase may be, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under the applicable portions of such Purchase Contracts Contract(s) from the Proceeds of the related Pledged Treasury Securities [(or such Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be]. Upon maturity On the Business Day immediately prior to a Purchase Contract Settlement Date, the Collateral Agent shall, at the written direction of the Purchase Contract Agent, invest the Cash proceeds of the maturing Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], the Securities Intermediary, at the written direction of the Collateral Agent, shall invest the Cash Proceeds of the maturing Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be,] in overnight Permitted Investments [maturing on or prior to the Purchase Contract Settlement Date]Investments. Without receiving any instruction from any such HolderHolder of Growth PRIDES or Income PRIDES, the Collateral Agent shall apply the Proceeds of the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], Portfolio to the related settlement of such Purchase Contracts on the applicable Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities [or related Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], Portfolio and the investment earnings from the investment in overnight Permitted Investments exceeds is in excess of the aggregate Purchase Price of the applicable portions of the Purchase Contracts being settled therebythereby on a Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, to the Purchase Contract Agent for the benefit of the Holders. (c) Pursuant to the Remarketing Agreement, on or prior to the fifth Business Day immediately preceding a Purchase Contract Settlement Date, but no earlier than the Payment Date immediately preceding such Holder for distribution Purchase Contract Settlement Date, holders of Separate Debt Securities may elect to have their Separate Debt Securities of the appropriate series (in the case of the First Purchase Contract Settlement Date, the Series D Notes, and in the case of the Second Purchase Contract Settlement Date, the Series E Notes), remarketed by delivering such Separate Debt Securities, together with a notice of such election, substantially in the form of Exhibit C hereto, to the Custodial Agent. The Custodial Agent will hold such Separate Debt Securities in an account separate from the Collateral Account. A holder of Separate Debt Securities electing to have its Separate Debt Securities remarketed will also have the right to withdraw such election by written notice to the Custodial Agent, substantially in the form of Exhibit D hereto, on or prior to the fifth Business Day immediately preceding the applicable Purchase Contract Settlement Date, upon which notice the Custodial Agent will return such Separate Debt Securities to such Holderholder. On the fourth Business Day immediately preceding the applicable Purchase Contract Settlement Date, the Custodial Agent will deliver to the Remarketing Agent for remarketing all Separate Debt Securities of the applicable series delivered to the Custodial Agent pursuant to this Section 4.6(c) and not withdrawn pursuant to the terms hereof prior to such date. The portion of the proceeds from such remarketing equal to the aggregate Value of such Separate Debt Securities will automatically be remitted by the Remarketing Agent to the Custodial Agent for the benefit of the holders of such Separate Debt Securities. In addition, after deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the Value of the remarketed Separate Debt Securities, from any amount of such proceeds in excess of the aggregate Value of the remarketed Separate Debt Securities plus any accrued and unpaid interest thereon, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds, if any, for the benefit of such holders. If, despite using its reasonable efforts, the Remarketing Agent advises the Custodial Agent in writing that it cannot remarket the related Separate Debt Securities of the applicable series of such holders at a price not less than 100% of the aggregate Value of such Separate Debt Securities plus accrued and unpaid interest or, if a condition to the remarketing shall not have been fulfilled, thus in either case resulting in a Failed Remarketing, the Remarketing Agent will promptly return such Separate Debt Securities to the Custodial Agent for redelivery to such holders.

Application of Proceeds Settlement. (a) So long as a Tax Event Redemption has not occurred, if In the event a Holder of SPC Units Corporate Units, unless the Treasury Portfolio has replaced the Debentures, has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(a)(i) in of the Purchase Contract Agreement, Agreement or has given such notice but failed to deliver the required cash prior to 11:00 A.M. (New York City time) on the fifth Business Day immediately preceding not made an Early Settlement of the Purchase Contract Settlement DateContracts underlying its Corporate Units, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the remarketing of the related [Pledged Preferred Securities or] Pledged NotesDebentures. In such event, the The Collateral Agent shall instruct by 10:00 a.m., New York City time, on the Securities Intermediary to Transfer fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Corporate Units, present the related [Pledged Preferred Securities or] Pledged Notes Debentures to the Remarketing Agent for remarketing. Upon receiving such [Pledged Preferred Securities or] Pledged NotesDebentures, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement, will use its reasonable efforts to remarket such [Pledged Preferred Securities or] Pledged Notes Debentures on such datedate at a price of approximately ____% (but not less than ___%) of the aggregate Value of such Pledged Debentures, plus accrued and unpaid interest, if any, thereon. The After deducting as the Remarketing Fee an amount not exceeding __ basis points (.__%) of the aggregate Value of the Pledged Debentures from any amount of such Proceeds in excess of the aggregate Value of such Debentures, plus such accrued and unpaid interest of the remarketed Pledged Debentures, the Remarketing Agent will deposit remit the entire amount of the Proceeds of such a successful remarketing in to the Collateral AccountAgent. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply a that portion of the Proceeds from such remarketing equal to the aggregate principal amount Value of such [the Pledged Preferred Securities or] Pledged Notes Debentures, to satisfy in full the obligations of such Holder's obligations Holders of Corporate Units to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. The Collateral Agent shall also instruct the Securities Intermediary to apply a remaining portion of the Proceeds of such remarketing equal to $[.0625] per [Pledged Preferred Security or] Pledged Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such remarketingProceeds, if any, shall be transferred distributed by the Collateral Agent to the Purchase Contract Agent for payment to the benefit of such Holder for distribution to such HolderHolders. If the Remarketing Agent advises the Collateral Agent in writing that there it cannot remarket the related Pledged Debentures of such Holders of Corporate Units at a price not less than ___% of the aggregate Value of such Pledged Debentures plus any accrued and unpaid interest, or if the remarketing does not occur because a condition precedent to such remarketing has not been fulfilled, thus resulting in a Failed Remarketing, thus resulting in an event of default under the Purchase Contract Agreement and hereunder, the Collateral AgentAgent will, for the benefit of the Company shallCompany, at the written direction of the Company, retain or dispose of the [Pledged Preferred Security or] Pledged Notes Debentures in accordance with applicable law and satisfy in full, from any such dispositiondisposition or retention, such Holder's obligations obligation to pay the Purchase Price for the shares of American Electric Power Company, Inc. StockCommon Stock under the related Purchase Contracts. (b) If In the event a Holder of Treasury SPC Units [ or, if a Tax Event Redemption the Treasury Portfolio has occurredreplaced the Debentures, a SPC Unit,] Corporate Units, has not elected to make made an effective Cash Early Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(d)(i) of the Purchase Contract AgreementContracts underlying its Treasury Units or Corporate Units, or has given such notice but failed to make such payment in as the manner required by Section 5.4(d)(ii) of the Purchase Contract Agreementcase may be, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities [(or such the related Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be]. Upon maturity On the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall, at the written direction of the Purchase Contract Agent, invest the Cash proceeds of the maturing Pledged Treasury Securities [or the Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], the Securities Intermediary, at the written direction of the Collateral Agent, shall invest the Cash Proceeds of the maturing Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be,] in overnight Permitted Investments [maturing on or prior to the Purchase Contract Settlement Date]Investments. Without receiving any instruction from any such HolderHolder of Treasury Units or Corporate Units, the Collateral Agent shall apply the Proceeds of the related Pledged Treasury Securities [or Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], Portfolio to the settlement of such the related Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities [or related Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], Portfolio and the investment earnings from the investment in overnight Permitted Investments exceeds is in excess of the aggregate Purchase Price of the Purchase Contracts being settled therebythereby on the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, to the Purchase Contract Agent for the benefit of such the Holders. The Company shall not be obligated to issue any shares of Common Stock in respect of the Purchase Contract(s) or deliver any certificate therefor to the Holder unless it shall have received payment in full of the Purchase Price for distribution the shares of Common Stock to such Holderbe purchased thereunder.

Application of Proceeds Settlement. (a) So long as In the event a Holder of Type A Securities (if a Tax Event Redemption has not occurred, if a Holder of SPC Units ) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section paragraph 5.4(a)(i) in the Purchase Contract Agreement, Agreement or has given such notice but failed to deliver the required cash prior to 11:00 A.M. (New York City time) on the fifth Business Day immediately preceding not made an Early Settlement of the Purchase Contract Settlement DateContract(s) underlying its Type A Securities, such Holder shall be deemed to have elected to pay for the shares of Common Stock Shares to be issued under such Purchase Contracts Contract(s) from the Proceeds of the remarketing related Pledged Debt Securities. The Collateral Agent shall, by 10:00 a.m. ______________ time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Type A Securities, present the related [Pledged Preferred Debt Securities or] Pledged Notes. In such event, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related [Pledged Preferred Securities or] Pledged Notes to the Remarketing Agent for remarketing. Upon receiving such [Pledged Preferred Securities or] Pledged NotesDebt Securities, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such [Pledged Preferred Debt Securities or] Pledged Notes on such datedate at a price not less than approximately _____% of the aggregate Value of such Pledged Debt Securities, plus accrued and unpaid distributions (including deferred distributions), if any, thereon. The After deducting as the Remarketing Fee an amount not exceeding ___ basis points of the aggregate Value of the Pledged Debt Securities from any amount of such Proceeds in excess of the aggregate Value, plus such accrued and unpaid distributions (including deferred distributions) of the remarketed Pledged Debt Securities, the Remarketing Agent will deposit remit the entire amount of the Proceeds of such remarketing in to the Collateral AccountAgent. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply a that portion of the Proceeds from such remarketing equal to the aggregate principal amount Value, plus such accrued and unpaid distributions (including deferred distributions) of such [Pledged Preferred Securities or] Pledged Notes Debt Securities, to satisfy in full the obligations of such Holder's obligations Holders of Type A Securities to pay the Purchase Price to purchase the shares of Common Stock Shares under the related Purchase Contracts. The Collateral Agent shall also instruct the Securities Intermediary to apply a remaining portion of the Proceeds of such remarketing equal to $[.0625] per [Pledged Preferred Security or] Pledged Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such remarketingProceeds, if any, shall be transferred distributed by the Collateral Agent to the Purchase Contract Agent for payment to the benefit of such Holder for distribution to such HolderHolders. If the Remarketing Agent advises the Collateral Agent in writing that there has been it cannot remarket the related Pledged Debt Securities of such Holders of Type A Securities at a Failed Remarketingprice not less than 100% of the aggregate Value of such Pledged Debt Securities plus any accrued and unpaid distributions (including deferred distributions), thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company shallwill, at the written direction of the Company, retain or dispose of the [Pledged Preferred Security or] Pledged Notes Debt Securities in accordance with applicable law and satisfy in full, from any such dispositiondisposition or retention, such Holder's obligations obligation to pay the Purchase Price for the shares of American Electric Power Company, Inc. StockCommon Shares. (b) If In the event a Holder of Treasury SPC Units [ or, Type B Securities or Type A Securities (if a Tax Event Redemption has occurred, a SPC Unit,] ) has not elected to make made an effective Cash Early Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(d)(i) of the Purchase Contract Agreement, Contract(s) underlying its Type B Securities or has given such notice but failed to make such payment in the manner required by Section 5.4(d)(ii) of the Purchase Contract AgreementType A Securities, such Holder shall be deemed to have elected to pay for the shares of Common Stock Shares to be issued under such Purchase Contracts Contract(s) from the Proceeds of the related Pledged Treasury Securities [(or such Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be]. Upon maturity On the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall, at the written direction of the Purchase Contract Agent, invest the Cash proceeds of the maturing Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], the Securities Intermediary, at the written direction of the Collateral Agent, shall invest the Cash Proceeds of the maturing Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be,] in overnight Permitted Investments [maturing on or prior to the Purchase Contract Settlement Date]Investments. Without receiving any instruction from any such HolderHolder of Type B Securities or Type A Securities, the Collateral Agent shall apply the Proceeds of the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], Portfolio to the settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], Portfolio and the investment earnings from the investment in overnight Permitted Investments exceeds is in excess of the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, to the Purchase Contract Agent for the benefit of the Holders. (c) Pursuant to the Remarketing Agreement and subject to the terms of the Remarketing Underwriting Agreement, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, but no earlier than the Payment Date immediately preceding the Purchase Contract Settlement Date, holders of Separate Debt Securities may elect to have their Separate Debt Securities remarketed by delivering their Separate Debt Securities, together with a notice of such Holder for distribution election, substantially in the form of Exhibit C hereto, to the Custodial Agent. The Custodial Agent will hold such Separate Debt Securities in an account separate from the Collateral Account. A holder of Separate Debt Securities electing to have its Separate Debt Securities remarketed will also have the right to withdraw such election by written notice to the Custodial Agent, substantially in the form of Exhibit D hereto, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, upon which notice the Custodial Agent will return such Separate Debt Securities to such Holderholder. On the fourth Business Day immediately preceding the Purchase Contract Settlement Date, the Custodial Agent will deliver to the Remarketing Agent for remarketing all separate Debt Securities delivered to the Custodial Agent pursuant to this Section 4.6(c) and not withdrawn pursuant to the terms hereof prior to such date. The portion of the proceeds from such remarketing equal to the aggregate Value of such Separate Debt Securities will automatically be remitted by the Remarketing Agent to the Custodial Agent for the benefit of the holders of such Separate Debt Securities. In addition, after deducting as the Remarketing Fee an amount not exceeding ___ basis points of the Value of the remarketed Separate Debt Securities, from any amount of such proceeds in excess of the aggregate Value of the remarketed Separate Debt Securities plus any accrued and unpaid distributions (including deferred distributions, if any), the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds, if any, for the benefit of such holders. If, despite using its reasonable efforts, the Remarketing Agent advises the Custodial Agent in writing that it cannot remarket the related Separate Debt Securities of such holders at a price not less than 100% of the aggregate Value of such Separate Debt Securities plus accrued and unpaid distributions (including deferred distributions) and thus resulting in a Failed Remarketing, the Remarketing Agent will promptly return such Separate Debt Securities to the Custodial Agent for redelivery to such holders.

Application of Proceeds Settlement. (a) So long as a Tax Event Redemption has not occurred, if In the event a Holder of SPC Units Corporate Units, unless a Treasury Portfolio has replaced the Debt Securities, has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(a)(i) in of the Purchase Contract Agreement, Agreement or has given such notice but failed to deliver the required cash prior to 11:00 A.M. (New York City time) on the fifth Business Day immediately preceding not made an Early Settlement of the Purchase Contract Settlement DateContracts underlying its Corporate Units, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the remarketing of the related [Pledged Preferred Securities or] Pledged NotesDebt Securities. In such event, the The Collateral Agent shall instruct by 10:00 a.m., New York City time, on the Securities Intermediary to Transfer fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Corporate Units, present the related [Pledged Preferred Debt Securities or] Pledged Notes to the Remarketing Agent for remarketing. Upon receiving such [Pledged Preferred Securities or] Pledged NotesDebt Securities, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement, will use its reasonable efforts to remarket such [Pledged Preferred Debt Securities or] Pledged Notes on such datedate at a price of approximately 100.5% (but not less than 100%) of the aggregate Value of such Pledged Debt Securities, plus accrued and unpaid interest, if any, thereon. The After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate Value of the Pledged Debt Securities from any amount of such Proceeds in excess of the sum of (i) the aggregate Value of such Debt Securities, plus (ii) such accrued and unpaid interest on the remarketed Pledged Debt Securities, the Remarketing Agent will deposit remit the entire amount of the Proceeds of such a successful remarketing in to the Collateral AccountAgent. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply a that portion of the Proceeds from such remarketing equal to the aggregate principal amount Value of such [the Pledged Preferred Securities or] Pledged Notes Debt Securities, to satisfy in full the obligations of such Holder's obligations Holders of Corporate Units to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. The Collateral Agent shall also instruct the Securities Intermediary to apply a remaining portion of the Proceeds of such remarketing equal to $[.0625] per [Pledged Preferred Security or] Pledged Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such remarketingProceeds, if any, shall be transferred distributed by the Collateral Agent to the Purchase Contract Agent for payment to the benefit of such Holder for distribution to such HolderHolders. If the Remarketing Agent advises the Collateral Agent in writing that there it cannot remarket the related Pledged Debt Securities of such Holders of Corporate Units at a price not less than 100% of the aggregate Value of such Pledged Debt Securities plus any accrued and unpaid interest, or if the remarketing does not occur because a condition precedent to it has not been fulfilled, thus resulting in a Failed Remarketing, thus resulting in an event of default under the Purchase Contract Agreement and hereunder, the Collateral AgentAgent will, for the benefit of the Company shallCompany, at the written direction of the Company, retain or dispose of the [Pledged Preferred Security or] Pledged Notes Debt Securities in accordance with applicable law and satisfy in full, from any such dispositiondisposition or retention, such Holder's obligations obligation to pay the Purchase Price for the shares of American Electric Power Company, Inc. StockCommon Stock under the related Purchase Contracts. (b) If In the event a Holder of Treasury SPC Units [ or, if a Tax Event Redemption Treasury Portfolio has occurredreplaced the Debt Securities, a SPC Unit,] Corporate Units, has not elected to make made an effective Cash Early Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(d)(i) of the Purchase Contract AgreementContracts underlying its Treasury Units or Corporate Units, or has given such notice but failed to make such payment in as the manner required by Section 5.4(d)(ii) of the Purchase Contract Agreementcase may be, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities [(or such the related Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the a Treasury Portfolio, as the case may be]. Upon maturity On the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall, at the written direction of the Purchase Contract Agent, invest the Cash proceeds of the maturing Pledged Treasury Securities [or the Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the a Treasury Portfolio, as the case may be], the Securities Intermediary, at the written direction of the Collateral Agent, shall invest the Cash Proceeds of the maturing Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be,] in overnight Permitted Investments [maturing on or prior to the Purchase Contract Settlement Date]Investments. Without receiving any instruction from any such HolderHolder of Treasury Units or Corporate Units, the Collateral Agent shall apply the Proceeds of the related Pledged Treasury Securities [or Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the a Treasury Portfolio, as the case may be], Portfolio to the settlement of such the related Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities [or related Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the a Treasury Portfolio, as the case may be], Portfolio and the investment earnings from the investment in overnight Permitted Investments exceeds is in excess of the aggregate Purchase Price of the Purchase Contracts being settled therebythereby on the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, to the Purchase Contract Agent for the benefit of the Holders. (c) Pursuant to the Remarketing Agreement, on or prior to the fifth Business Day immediately preceding each Reset Date, but no earlier than the Payment Date immediately preceding such Holder for distribution Reset Date, holders of Separate Debt Securities may elect to have their Separate Debt Securities remarketed by delivering the Separate Debt Securities, together with a notice of such election, substantially in the form of Exhibit C hereto, to the Custodial Agent. The Custodial Agent will hold the Separate Debt Securities in an account separate from the Collateral Account. A holder of Separate Debt Securities electing to have its Separate Debt Securities remarketed will also have the right to withdraw such election by written notice to the Custodial Agent, substantially in the form of Exhibit D hereto, on or prior to the fifth Business Day immediately preceding the applicable Reset Date, upon which notice the Custodial Agent will return the Separate Debt Securities to such Holderholder. On the fourth Business Day immediately preceding the applicable Reset Date, the Custodial Agent will deliver to the Remarketing Agent for remarketing all Separate Debt Securities delivered to the Custodial Agent pursuant to this Section 4.6(c) and not withdrawn pursuant to the terms hereof prior to such date. The portion of the proceeds from such remarketing equal to the aggregate Value of the Separate Debt Securities, plus accrued and unpaid interest, if any, thereon, will automatically be remitted by the Remarketing Agent to the Custodial Agent for the benefit of the holders of the Separate Debt Securities. In addition, after deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the Value of the remarketed Separate Debt Securities, from any amount of such proceeds in excess of the sum of (i) the aggregate Value of the remarketed Separate Debt Securities plus (ii) any accrued and unpaid interest thereon, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds, if any, for the benefit of such holders. If, despite using its reasonable efforts, the Remarketing Agent advises the Custodial Agent in writing that it cannot remarket the related Separate Debt Securities of such holders, together with the remarketed Pledged Debt Securities, at a price not less than 100% of the aggregate Value of the Separate Debt Securities and the Pledged Debt Securities plus accrued and unpaid interest or, if a condition to the remarketing shall not have been fulfilled, thus in either case resulting in a Failed Remarketing, the Remarketing Agent will promptly return the Separate Debt Securities to the Custodial Agent for redelivery to such holders.

Application of Proceeds Settlement. (a) So long as In the event a Holder of Income PRIDES (if a Tax Event Redemption has not occurred, if a Holder of SPC Units ) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section paragraph 5.4(a)(i) in the Purchase Contract Agreement, Agreement or has given such notice but failed to deliver the required cash prior to 11:00 A.M. (New York City time) on the fifth Business Day immediately preceding not made an Early Settlement of the Purchase Contract Settlement DateContract(s) underlying its Income PRIDES, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts Contract(s) from the Proceeds of the remarketing related Pledged Capital Securities. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDES, present the related [Pledged Preferred Capital Securities or] Pledged Notes. In such event, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related [Pledged Preferred Securities or] Pledged Notes to the Remarketing Agent for remarketing. Upon receiving such [Pledged Preferred Securities or] Pledged NotesCapital Securities, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such [Pledged Preferred Capital Securities or] Pledged Notes on such datedate at a price not less than approximately 100.75% of the aggregate Value of such Pledged Capital Securities, plus accrued and unpaid distributions (including deferred distributions), if any, thereon. The After deducting as the Remarketing Fee an amount not exceeding 50 basis points (.50%) of the aggregate Value of the Pledged Capital Securities from any amount of such Proceeds in excess of the aggregate Value, plus such accrued and unpaid distributions (including deferred distributions) of the remarketed Pledged Capital Securities, the Remarketing Agent will deposit remit the entire amount of the Proceeds of such remarketing in to the Collateral AccountAgent. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply a that portion of the Proceeds from such remarketing equal to the aggregate principal amount Value, plus such accrued and unpaid distributions (including deferred distributions) of such [Pledged Preferred Securities or] Pledged Notes Capital Securities, to satisfy in full the obligations of such Holder's obligations Holders of Income PRIDES to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. The Collateral Agent shall also instruct the Securities Intermediary to apply a remaining portion of the Proceeds of such remarketing equal to $[.0625] per [Pledged Preferred Security or] Pledged Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such remarketingProceeds, if any, shall be transferred to the Purchase Contract Agent for the benefit of such Holder for distribution to such Holder. If the Remarketing Agent advises the Collateral Agent in writing that there has been a Failed Remarketing, thus resulting in an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company shall, at the written direction of the Company, dispose of the [Pledged Preferred Security or] Pledged Notes in accordance with applicable law and satisfy in full, from such disposition, such Holder's obligations to pay the Purchase Price for the shares of American Electric Power Company, Inc. Stock. (b) If a Holder of Treasury SPC Units [ or, if a Tax Event Redemption has occurred, a SPC Unit,] has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(d)(i) of the Purchase Contract Agreement, or has given such notice but failed to make such payment in the manner required by Section 5.4(d)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities [(or such Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be]. Upon maturity of the Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], the Securities Intermediary, at the written direction of the Collateral Agent, shall invest the Cash Proceeds of the maturing Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be,] in Permitted Investments [maturing on or prior to the Purchase Contract Settlement Date]. Without receiving any instruction from any such Holder, the Collateral Agent shall apply the Proceeds of the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], to the settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], and the investment earnings from the investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, to the Purchase Contract Agent for the benefit of such Holder for distribution to such Holder.distrib-

Application of Proceeds Settlement. (a) So long as a Tax Event Redemption has not occurred, if In the event a Holder of SPC Units Corporate Units, unless the Applicable Ownership Interests in the Treasury Portfolio has replaced the Applicable Ownership Interests in Debentures, has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(a)(i) in of the Purchase Contract Agreement, Agreement or has given such notice but failed to deliver the required cash prior to 11:00 A.M. (New York City time) on the fifth Business Day immediately preceding not made an Early Settlement or a Fundamental Change Early Settlement of the Purchase Contract Settlement DateContracts underlying its Corporate Units, such Holder shall be deemed to have elected consented to the disposition of the Debentures underlying the Pledged Applicable Ownership Interests in Debentures pursuant to the Remarketing as described in Section 5.4(a) of the Purchase Contract Agreement in order to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the remarketing of the related [Pledged Preferred Securities or] Pledged NotesContract. In such event, the The Collateral Agent shall instruct by 10:00 a.m., New York City time, on the Securities Intermediary to Transfer sixth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Corporate Units, present the related [Debentures underlying the Pledged Preferred Securities or] Pledged Notes Applicable Ownership Interests in Debentures to the Remarketing Agent for remarketing. Upon receiving such [Pledged Preferred Securities or] Pledged NotesDebentures, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement, will use its commercially reasonable efforts to remarket such [Debentures underlying the Pledged Preferred Securities or] Pledged Notes Applicable Ownership Interests in Debentures on such datedate at a price equal to or greater than 100% of the aggregate Value of such Pledged Applicable Ownership Interests in Debentures plus the applicable Remarketing Fee. The Remarketing Agent may deduct the Remarketing Fee from any portion of the proceeds from the Remarketing of the Debentures that is in excess of the sum of 100% of the aggregate Value of such Pledged Applicable Ownership Interests in Debentures and the aggregate Separate Debentures Purchase Price. Upon a Successful Remarketing and after deducting the Remarketing Fee from such Proceeds, the Remarketing Agent will deposit remit the entire amount remaining portion of the Proceeds of a Successful Remarketing related to such remarketing Applicable Ownership Interest in Debentures to the Collateral AccountAgent. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply a that portion of the Proceeds from such remarketing Remarketing equal to the aggregate principal amount Value of such [the Pledged Preferred Securities or] Pledged Notes Applicable Ownership Interests in Debentures to satisfy in full the obligations of such Holder's obligations Holders of Corporate Units to pay the Purchase Price to purchase for the shares of Common Stock under the related Purchase Contracts. The Collateral Agent shall also instruct the Securities Intermediary to apply a remaining portion of the Proceeds of such remarketing equal to $[.0625] per [Pledged Preferred Security or] Pledged Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such remarketingProceeds, if any, shall be transferred distributed by the Collateral Agent to the Purchase Contract Agent for payment to the benefit of such Holder for distribution to such HolderHolders. If the Remarketing Agent advises the Collateral Agent in writing that there it cannot remarket the related Pledged Applicable Ownership Interests in Debentures of such Holders of Corporate Units at a price not less than 100% of the aggregate Value of such Pledged Applicable Ownership Interests in Debentures, or if the Remarketing does not occur because a condition precedent to such Remarketing has not been fulfilled, thus resulting in a Failed Remarketing, thus resulting in an event of default under the Purchase Contract Agreement and hereunder, the Collateral AgentAgent will, for the benefit of the Company shallCompany, at the written direction of the Company, retain or dispose of the [Pledged Preferred Security or] Pledged Notes Applicable Ownership Interests in Debentures in accordance with applicable law and satisfy in full, from any such dispositiondisposition or retention, such Holder's obligations obligation to pay the Purchase Price for the shares of American Electric Power Company, Inc. StockCommon Stock under the related Purchase Contracts. (b) If In the event a Holder of Treasury SPC Units [ or, if the Treasury Portfolio has replaced the Applicable Ownership Interests in Debentures as a Tax Event Redemption has occurredcomponent of Corporate Units, a SPC Unit,] Corporate Units, has not elected to make made an effective Cash Early Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(d)(i) or a Fundamental Change Early Settlement of the Purchase Contract AgreementContracts underlying its Treasury Units or Corporate Units, or has given such notice but failed to make such payment in as the manner required by Section 5.4(d)(ii) of the Purchase Contract Agreementcase may be, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities [(or such the related Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) Interests in the Treasury Portfolio, as the case may be]. Upon maturity On the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall, at the written direction of the Purchase Contract Agent, invest the cash Proceeds of the maturing Pledged Treasury Securities [or the Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) Interests in the Treasury Portfolio, as the case may be], the Securities Intermediary, at the written direction of the Collateral Agent, shall invest the Cash Proceeds of the maturing Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be,] in Permitted Investments [maturing on or prior to the Purchase Contract Settlement Date]Investments. Without receiving any instruction from any such HolderHolder of Treasury Units or Corporate Units, the Collateral Agent shall apply the Proceeds of the related Pledged Treasury Securities [or Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) Interests in the Treasury Portfolio, as the case may be], Portfolio to the settlement of such the related Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities [or related Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) Interests in the Treasury Portfolio, as the case may be], Portfolio and the investment earnings from the investment in Permitted Investments exceeds is in excess of the aggregate Purchase Price of the Purchase Contracts being settled therebythereby on the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, to the Purchase Contract Agent for the benefit of the Holders. The Company shall not be obligated to issue any shares of Common Stock in respect of the Purchase Contract(s) or deliver any certificate therefor to the Holder unless it shall have received payment in full of the Purchase Price for the shares of Common Stock to be purchased thereunder. (c) Pursuant to the Remarketing Agreement, on or prior to 5:00 p.m., New York City time, on the second Business Day immediately preceding the first Remarketing Date of the applicable Three‑Day Remarketing Period, but no earlier than 5:00 p.m., New York City time, on the fifth Business Day immediately preceding such Holder for distribution first Remarketing Date of the applicable Three‑Day Remarketing Period, holders of Separate Debentures may elect to have their Separate Debentures remarketed by delivering the Separate Debentures, together with a notice of such election, substantially in the form of Exhibit C hereto, to the Custodial Agent. The Custodial Agent will hold the Separate Debentures in an account separate from the Collateral Account. A holder of Separate Debentures electing to have its Separate Debentures remarketed will also have the right to withdraw such election by written notice to the Custodial Agent, substantially in the form of Exhibit D hereto, on or prior to 5:00 p.m., New York City time, on the second Business Day immediately preceding the first Remarketing Date of the relevant Three‑Day Remarketing Period, upon which notice the Custodial Agent shall return such Separate Debentures to such Holderholder. After such time, such election to remarket shall become an irrevocable election to have such Separate Debentures remarketed in such Remarketing. Promptly after 11:00 a.m., New York City time, on the Business Day immediately preceding the first Remarketing Date of the relevant Three‑Day Remarketing Period, the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of the Separate Debentures to be remarketed and shall deliver to the Remarketing Agent for Remarketing all Separate Debentures delivered to the Custodial Agent, and not withdrawn, pursuant to this Section 4.6(c) prior to such date. The portion of the proceeds from such remarketing equal to the aggregate Value of the Separate Debentures will automatically be remitted by the Remarketing Agent to the Custodial Agent for the benefit of the holders of the Separate Debentures. (d) In addition, after deducting the Remarketing Fee from the Value of the remarketed Separate Debentures, from any amount of such proceeds in excess of the aggregate Value of the remarketed Separate Debentures, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds, if any, for the benefit of such holders. If, despite using its commercially reasonable efforts, a remarketing attempt is unsuccessful on the first Remarketing Date of a Three‑Day Remarketing Period, subsequent remarketings will be attempted on each of the two following Remarketing Dates in that Three‑Day Remarketing Period until a Successful Remarketing occurs. If the Remarketing Agent advises the Custodial Agent in writing that none of the three remarketings occurring during a Three‑Day Remarketing Period resulted in a Successful Remarketing or, if a condition to the Remarketing shall not have been fulfilled, thus in either case resulting in a Failed Remarketing, the Remarketing Agent will promptly return the Separate Debentures to the Custodial Agent for redelivery to such holders.

Application of Proceeds Settlement. (a) So long as In the event a Holder of Corporate Units (unless a Tax Event Redemption or a Successful Initial Remarketing has not occurred, if a Holder of SPC Units ) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent (with a copy to the Collateral Agent) in the manner provided for in Section paragraph 5.4(a)(i) in the Purchase Contract Agreement, or Agreement and has given such notice but failed to deliver the required cash prior to 11:00 A.M. (New York City time) on the fifth Business Day immediately preceding not made an Early Settlement of the Purchase Contract Settlement DateContracts underlying its Corporate Units, such Holder shall be deemed to have irrevocably elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the remarketing related Pledged Senior Notes. The Collateral Agent shall, by 11:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Corporate Units, present the related [Pledged Preferred Securities or] Pledged Notes. In such event, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related [Pledged Preferred Securities or] Pledged Senior Notes to the Remarketing Agent for remarketing. Upon receiving such [Pledged Preferred Securities or] Pledged Senior Notes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Agreement, will use its reasonable efforts to remarket such [Pledged Preferred Securities or] Pledged Senior Notes on the Secondary Remarketing Date at a price of approximately 100.5% (but not less than 100%) of the aggregate Value of such datePledged Senior Notes. The After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate Value of the remarketed Pledged Senior Notes from any amount of such Proceeds in excess of the aggregate Value of the remarketed Pledged Senior Notes, the Remarketing Agent will deposit remit the entire amount of the Proceeds of such remarketing in to the Collateral AccountAgent. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply a that portion of the Proceeds from such remarketing equal to the aggregate principal amount Value of such [remarketed Pledged Preferred Securities or] Pledged Senior Notes to satisfy in full the obligations of such Holder's obligations Holders of Corporate Units to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. The Collateral Agent shall also instruct the Securities Intermediary to apply a remaining portion of the Proceeds of such remarketing equal to $[.0625] per [Pledged Preferred Security or] Pledged Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such remarketingProceeds, if any, shall be transferred remitted by the Collateral Agent to the Purchase Contract Agent for payment to the benefit of such Holder for distribution to such HolderHolders. If the Remarketing Agent advises the Collateral Agent in writing that there has it cannot remarket the related Pledged Senior Notes of such Holders of Corporate Units at a price not less than 100% of the aggregate Value of such Pledged Senior Notes or if the remarketing shall not have occurred because a condition precedent to the remarketing shall not have been a Failed Remarketingfulfilled, thus resulting in a Failed Secondary Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company shallwill, at the written direction of the Company, retain or dispose of the [Pledged Preferred Security or] Pledged Senior Notes in accordance with applicable law and satisfy any such disposition or retention shall be deemed to be satisfaction in full, from such disposition, full of any such Holder's obligations obligation to pay the Purchase Price for the shares of American Electric Power Company, Inc. Common Stock. (b) If In the event a Holder of Treasury SPC Units [ or, or Corporate Units (if a Tax Event Redemption or a Successful Initial Remarketing has occurred, a SPC Unit,] ) has not elected to make made an effective Cash Early Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(d)(i) of the Purchase Contract Agreement, Contracts underlying its Treasury Units or has given such notice but failed to make such payment in the manner required by Section 5.4(d)(ii) of the Purchase Contract AgreementCorporate Units, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities [(or such the appropriate Applicable Ownership Interest (as specified defined in clause (A) of the definition of such term) in of the Treasury Portfolio, as the case may be]. Upon maturity On the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall, invest the Cash proceeds of the maturing Pledged Treasury Securities [or the maturing appropriate Applicable Ownership Interest (as specified defined in clause (A) of the definition of such term) in of the Treasury Portfolio, as the case may be], the Securities Intermediary, at the written direction in overnight Permitted Investments of the type specified in clause (v) of the definition of "Permitted Investments," unless it received other instructions from the Company prior to 10 a.m. New York City time. The Collateral Agent, Agent shall invest apply the Cash Proceeds of the maturing related Pledged Treasury Securities [or appropriate Applicable Ownership Interest (as specified defined in clause (A) of the definition of such term) in of the Treasury Portfolio, as the case may be,] in Permitted Investments [maturing on or prior to the Purchase Contract Settlement Date]. Without receiving any instruction from any such Holder, the Collateral Agent shall apply the Proceeds of the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], Portfolio to the settlement of such Purchase Contracts on the Purchase Contract Settlement Date, whether or not the Collateral Agent receives an instruction from any Holder of Treasury Units or Corporate Units, to so apply such Proceeds. In the event the sum of the Proceeds from the related Pledged Treasury Securities [or appropriate Applicable Ownership Interest (as specified defined in clause (A) of the definition of such term) in of the Treasury Portfolio, as the case may be], and the investment earnings from the investment in overnight Permitted Investments exceeds is in excess of the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to distribute remit such excess, when received, to the Purchase Contract Agent for the benefit of the Holders. (c) Pursuant to the Remarketing Agreement and subject to the terms of the Supplemental Remarketing Agreement, on or prior to the second Business Day immediately preceding the Initial Remarketing Date or the Secondary Remarketing Date, as applicable, but no earlier than the Payment Date immediately preceding such Holder for distribution date, holders of Separate Senior Notes may elect to have their Separate Senior Notes remarketed by delivering their Separate Senior Notes, together with a notice of such election, substantially in the form of Exhibit C hereto, to the Custodial Agent. The Custodial Agent shall hold such Separate Senior Notes in an account separate from the Collateral Account. A holder of Separate Senior Notes electing to have its Separate Senior Notes remarketed will also have the right to withdraw such election by written notice to the Custodial Agent, substantially in the form of Exhibit D hereto, on or prior to the second Business Day immediately preceding the Initial Remarketing Date or the Secondary Remarketing Date, as applicable, upon which notice the Custodial Agent shall return such Separate Senior Notes to such Holderholder. On the Business Day immediately preceding the Initial Remarketing Date or the Secondary Remarketing Date, as applicable, the Custodial Agent shall notify the Remarketing Agent, the Company and Duke Capital of the aggregate principal amount of the separate Senior Notes to be remarketed and will deliver to the Remarketing Agent for remarketing all Separate Senior Notes delivered to the Custodial Agent pursuant to this Section 4.6(c) and not withdrawn pursuant to the terms hereof prior to such date. After deducting the Remarketing Fee to the extent permitted under the terms of the Remarketing Agreement, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds for the benefit of such holders. In the event of a Failed Initial Remarketing or a Failed Secondary Remarketing, as applicable, the Remarketing Agent will promptly return such Separate Senior Notes to the Custodial Agent for redelivery to such holders. The Purchase Contract Agent, on behalf of itself and the Holders acknowledges and irrevocably agrees that any remarketing of the Senior Notes on the Initial Remarketing Date or the Secondary Remarketing Date shall not constitute a foreclosure of the Pledge of or other exercise of default remedies with respect to the Senior Notes within the meaning of the Code, but rather shall constitute a voluntary sale of the Senior Notes by and on behalf of the Holders and the Purchase Contract Agent.

Application of Proceeds Settlement. (a) So long as If a Holder of PEPS Units (if a Tax Event Redemption has not occurred, if a Holder of SPC Units ) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(a)(i) in the Purchase Contract Agreement, or has given such notice but failed to deliver the required cash prior to 11:00 A.M. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Settlement DateAugust 16, 2002, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the remarketing of the related [Pledged Preferred Securities or] or Pledged NotesDebentures. In such event, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related [Pledged Preferred Securities or] or Pledged Notes Debentures to the Remarketing Agent for remarketing. Upon receiving such [Pledged Preferred Securities or] or Pledged NotesDebentures, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement, will use reasonable efforts to remarket such [Pledged Preferred Securities or] or Pledged Notes Debentures on such date. The Remarketing Agent will deposit the entire amount of Treasury Consideration (as defined in the Remarketing Agreement) purchased with the Proceeds of such remarketing in the Collateral Account. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply a portion of the Proceeds from such remarketing the Treasury Consideration equal to the aggregate liquidation amount of the Preferred Securities or aggregate principal amount of such [Pledged Preferred Securities or] Pledged Notes Debentures to satisfy in full such Holder's obligations to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. The Collateral Agent shall also instruct the Securities Intermediary to apply a portion of the Proceeds of such remarketing equal to $[.0625] per [Pledged Preferred Security or] Pledged Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such remarketingthe Treasury Consideration, if any, shall be transferred to the Purchase Contract Agent for the benefit of such Holder for distribution to such Holder. If the Remarketing Agent advises the Collateral Agent in writing that there has been a Failed Remarketing, thus resulting in an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company shall, at the written direction of the Company, dispose of the [Pledged Preferred Security or] Securities or Pledged Notes Debentures in accordance with applicable law and satisfy in full, from such disposition, such Holder's obligations to pay the Purchase Price for the shares of American Electric Power Company, Inc. Common Stock. (b) If a Holder of Treasury SPC PEPS Units [ or, (if a Tax Event Redemption has occurred, a SPC Unit,] ) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(d)(i) of the Purchase Contract Agreement, or has given such notice but failed to make such payment in the manner required by Section 5.4(d)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities [(or such Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in of the Treasury Portfolio, as the case may be]. Upon maturity of After 11:00 a.m. (New York City time) on the Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of Business Day immediately prior to the definition of such term) in the Treasury Portfolio, as the case may be]Purchase Contract Settlement Date, the Securities Intermediary, at the written direction of the Collateral Agent, shall invest the Cash Proceeds of the maturing Pledged Treasury Securities [or such Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in of the Treasury Portfolio, portfolios as the case may be,] , in Permitted Investments [maturing on or prior to the Purchase Contract Settlement Date]Investments. Without receiving any instruction from any such Holder, the Collateral Agent shall apply the Proceeds of the related Pledged Treasury Securities [or such Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in of the Treasury Portfolio, Portfolio as the case may be], to the settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities [or such Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in of the Treasury Portfolio, Portfolio as the case may be], and the investment earnings from the investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, ,to the Purchase Contract Agent for the benefit of such Holder for distribution to such Holder.

Application of Proceeds Settlement. (a) So long as In the event a Holder of Income PRIDES (if a Tax Event Redemption has not occurred, if a Holder of SPC Units ) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section paragraph 5.4(a)(i) in the Purchase Contract Agreement, Agreement or has given such notice but failed to deliver the required cash prior to 11:00 A.M. (New York City time) on the fifth Business Day immediately preceding not made an Early Settlement of the Purchase Contract Settlement DateContract(s) underlying its Income PRIDES, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts Contract(s) from the Proceeds of the remarketing related Pledged Capital Securities. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDES, present the related [Pledged Preferred Capital Securities or] Pledged Notes. In such event, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related [Pledged Preferred Securities or] Pledged Notes to the Remarketing Agent for remarketing. Upon receiving such [Pledged Preferred Securities or] Pledged NotesCapital Securities, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such [Pledged Preferred Capital Securities or] Pledged Notes on such datedate at a price not less than approximately 100.5% of the aggregate Value of such Pledged Capital Securities, plus accrued and unpaid distributions (including deferred distributions), if any, thereon. The After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate Value of the Pledged Capital Securities from any amount of such Proceeds in excess of the aggregate Value, plus such accrued and unpaid distributions (including deferred distributions) of the remarketed Pledged Capital Securities, the Remarketing Agent will deposit remit the entire amount of the Proceeds of such remarketing in to the Collateral AccountAgent. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply a that portion of the Proceeds from such remarketing equal to the aggregate principal amount Value, plus such accrued and unpaid distributions (including deferred distributions) of such [Pledged Preferred Securities or] Pledged Notes Capital Securities, to satisfy in full the obligations of such Holder's obligations Holders of Income PRIDES to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. The Collateral Agent shall also instruct the Securities Intermediary to apply a remaining portion of the Proceeds of such remarketing equal to $[.0625] per [Pledged Preferred Security or] Pledged Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such remarketingProceeds, if any, shall be transferred distributed by the Collateral Agent to the Purchase Contract Agent for payment to the benefit of such Holder for distribution to such HolderHolders. If the Remarketing Agent advises the Collateral Agent in writing that there has been it cannot remarket the related Pledged Capital Securities of such Holders of Income PRIDES at a Failed Remarketingprice not less than 100% of the aggregate Value of such Pledged Capital Securities plus any accrued and unpaid distributions (including deferred distributions), thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company shallwill, at the written direction of the Company, retain or dispose of the [Pledged Preferred Security or] Pledged Notes Capital Securities in accordance with applicable law and satisfy in full, from any such dispositiondisposition or retention, such Holder's obligations obligation to pay the Purchase Price for the shares of American Electric Power Company, Inc. Common Stock. (b) If In the event a Holder of Treasury SPC Units [ or, Growth PRIDES or Income PRIDES (if a Tax Event Redemption has occurred, a SPC Unit,] ) has not elected to make made an effective Cash Early Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(d)(i) of the Purchase Contract Agreement, Contract(s) underlying its Growth PRIDES or has given such notice but failed to make such payment in the manner required by Section 5.4(d)(ii) of the Purchase Contract AgreementIncome PRIDES, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts Contract(s) from the Proceeds of the related Pledged Treasury Securities [(or such Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be]. Upon maturity On the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall, at the written direction of the Purchase Contract Agent, invest the Cash proceeds of the maturing Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], the Securities Intermediary, at the written direction of the Collateral Agent, shall invest the Cash Proceeds of the maturing Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be,] in overnight Permitted Investments [maturing on or prior to the Purchase Contract Settlement Date]Investments. Without receiving any instruction from any such HolderHolder of Growth PRIDES or Income PRIDES, the Collateral Agent shall apply the Proceeds of the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], Portfolio to the settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], Portfolio and the investment earnings from the investment in overnight Permitted Investments exceeds is in excess of the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, to the Purchase Contract Agent for the benefit of the Holders. (c) Pursuant to the Remarketing Agreement and subject to the terms of the Remarketing Underwriting Agreement, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, but no earlier than the Payment Date immediately preceding the Purchase Contract Settlement Date, holders of Separate Capital Securities may elect to have their Separate Capital Securities remarketed by delivering their Sepa rate Capital Securities, together with a notice of such Holder for distribution election, substantially in the form of Exhibit C hereto, to the Custodial Agent. The Custodial Agent will hold such Separate Capital Securities in an account separate from the Collateral Account. A holder of Separate Capital Securities electing to have its Separate Capital Securities remarketed will also have the right to withdraw such election by written notice to the Custodial Agent, substantially in the form of Exhibit D hereto, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, upon which notice the Custodial Agent will return such Separate Capital Securities to such Holderholder. On the fourth Business Day immediately preceding the Purchase Contract Settlement Date, the Custodial Agent will deliver to the Remarketing Agent for remarketing all separate Capital Securities delivered to the Custodial Agent pursuant to this Section 4.6(c) and not withdrawn pursuant to the terms hereof prior to such date. The portion of the proceeds from such remarketing equal to the aggregate Value of such Separate Capital Securities will automatically be remitted by the Remarketing Agent to the Custodial Agent for the benefit of the holders of such Separate Capital Securities. In addition, after deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the Value of the remarketed Separate Capital Securities, from any amount of such proceeds in excess of the aggregate Value of the remarketed Separate Capital Securities plus any accrued and unpaid distributions (including deferred distributions, if any), the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds, if any, for the benefit of such holders. If, despite using its reasonable efforts, the Remarketing Agent advises the Custodial Agent in writing that it cannot remarket the related Separate Capital Securities of such holders at a price not less than 100% of the aggregate Value of such Separate Capital Securities plus accrued and unpaid distribu tions (including deferred distributions) and thus resulting in a Failed Remarketing, the Remarketing Agent will promptly return such Capital Securities to the Custodial Agent for redelivery to such holders. In the event of a dissolution of the Trust and the distribution of the Debentures as described in the Declaration, all references to "Separate Capital Securities" in this Section 4.6(c) shall be deemed to be references to Debentures.

Application of Proceeds Settlement. (a) So long as a Tax Event Redemption has not occurred, if In the event a Holder of SPC Units Income PRIDES has not elected to make made an effective Cash Settlement by notifying or an Early Settlement of the Purchase Contract Agent in the manner provided for in Section 5.4(a)(i) in the Purchase Contract AgreementContract(s), or has given such notice but failed to deliver the required cash prior to 11:00 A.M. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Settlement Dateunderlying its Income PRIDES, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts Contract(s) from the Proceeds of the remarketing related Pledged Preferred Securities. The Collateral Agent shall, by 10:00 a.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDES, present the related Preferred Securities to the Institutional Trustee for repayment at the Repayment Price. The Collateral Agent shall, at the written direction of the related [Purchase Contract Agent, promptly invest any Cash received in respect of the repayment of the Pledged Preferred Securities or] Pledged Notes. In such event, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related [Pledged Preferred Securities or] Pledged Notes to the Remarketing Agent for remarketing. Upon receiving such [Pledged Preferred Securities or] Pledged Notes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement, will use reasonable efforts to remarket such [Pledged Preferred Securities or] Pledged Notes on such date. The Remarketing Agent will deposit the entire amount of the Proceeds of such remarketing in the Collateral Accountovernight Permitted Investments. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct apply the Securities Intermediary proceeds of any such funds to apply a portion of pay to the Proceeds from such remarketing Company an amount equal to the aggregate principal amount product of such [Pledged the Stated Amount and the number of Preferred Securities or] Pledged Notes to satisfy in full such Holder's obligations to pay repaid by the Institutional Trustee at the Purchase Price to purchase the shares of Common Stock under the related Purchase ContractsPrice. The Collateral Agent shall also instruct the Securities Intermediary to apply a portion distribute any funds received in respect of the Proceeds of such remarketing equal to $[.0625] per [Pledged Preferred Security or] Pledged Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds investment earnings from such remarketing, if any, shall be transferred investment when received to the Purchase Contract Agent for payment to the benefit of such Holder for distribution to such Holder. If the Remarketing Agent advises the Collateral Agent in writing that there has been a Failed Remarketing, thus resulting in an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company shall, at the written direction of the Company, dispose of the [Pledged Preferred Security or] Pledged Notes in accordance with applicable law and satisfy in full, from such disposition, such Holder's obligations to pay the Purchase Price for the shares of American Electric Power Company, Inc. Stockrelevant Holders. (b) If In the event a Holder holder of Treasury SPC Units [ or, if a Tax Event Redemption has occurred, a SPC Unit,] Growth PRIDES has not elected to make made an effective Cash Early Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(d)(i) of the Purchase Contract Agreement, or has given such notice but failed to make such payment in the manner required by Section 5.4(d)(iiContract(s) of the Purchase Contract Agreementunderlying its Growth PRIDES, such Holder holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts Contract(s) from the Proceeds of the related Pledged Treasury Securities [(or such Applicable Ownership Interest (as specified in clause (A) of Securities. On the definition of such term) in Business Day immediately prior to the Treasury Portfolio, as the case may be]. Upon maturity of the Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be]Purchase Contract Settlement Date, the Securities IntermediaryCollateral Agent shall, at the written direction of the Collateral Purchase Contract Agent, shall invest the Cash Proceeds proceeds of the maturing Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be,] in overnight Permitted Investments [maturing on or prior to the Purchase Contract Settlement Date]Investments. Without receiving any instruction from any such Holderthe Holder of Growth PRIDES, the Collateral Agent shall apply the Proceeds of the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], to the settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], and the investment earnings from the investment in overnight Permitted Investments exceeds is in excess of the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, to the Purchase Contract Agent for the benefit of such Holder for distribution to such Holderthe holder of the related Purchase Contracts.

Application of Proceeds Settlement. (a) So long as In connection with the Purchase Contract Settlement Date, in the event a Holder of Type A Securities (if a Tax Event Redemption has not occurred, if a Holder of SPC Units ) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section paragraph 5.4(a)(i) in the Purchase Contract Agreement, Agreement or has given such notice but failed to deliver the required cash prior to 11:00 A.M. (New York City time) on the fifth Business Day immediately preceding not made an Early Settlement of the Purchase Contract Settlement DateContract(s) underlying its Type A Securities, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts Contract(s) from the Proceeds of the remarketing related Pledged Debentures. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Type A Securities, present the related [Pledged Preferred Securities or] Pledged Notes. In such event, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related [Pledged Preferred Securities or] Pledged Notes Debentures to the Remarketing Agent for remarketing. Upon receiving such [Pledged Preferred Securities or] Pledged NotesDebentures, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement, will use its reasonable efforts to remarket such [Pledged Preferred Securities or] Pledged Notes Debentures on such datedate at a price of approximately ___% (but not less than ___%) of the aggregate Value of such Pledged Debentures, plus accrued and unpaid interest, if any, thereon. The After deducting as the Remarketing Fee an amount not exceeding ___ basis points (.__%) of the aggregate Value of the Pledged Debentures from any amount of such Proceeds in excess of the aggregate Value, plus such accrued and unpaid interest of the remarketed Pledged Debentures, the Remarketing Agent will deposit remit the entire amount of the Proceeds of such remarketing in to the Collateral AccountAgent. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply a that portion of the Proceeds from such remarketing equal to the aggregate principal amount of such [Pledged Preferred Securities or] Pledged Notes Value, to satisfy in full the obligations of such Holder's obligations Holders of Type A Securities to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. The Collateral Agent shall also instruct the Securities Intermediary to apply a remaining portion of the Proceeds of such remarketing equal to $[.0625] per [Pledged Preferred Security or] Pledged Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such remarketingProceeds, if any, shall be transferred distributed by the Collateral Agent to the Purchase Contract Agent for payment to the benefit of such Holder for distribution to such HolderHolders. If the Remarketing Agent advises the Collateral Agent in writing that there has been it cannot remarket the related Pledged Debentures of such Holders of Type A Securities at a Failed Remarketingprice not less than ___% of the aggregate Value of such Pledged Debentures plus any accrued and unpaid interest, thus resulting in an event of default under the Purchase Contract Agreement and hereundera Failed Remarketing, the Collateral Agent, for the benefit of the Company shallwill, at the written direction of the Company, retain or dispose of the [Pledged Preferred Security or] Pledged Notes Debentures in accordance with applicable law and satisfy in full, from any such dispositiondisposition or retention, such Holder's obligations obligation to pay the Purchase Price for the shares of American Electric Power Company, Inc. Common Stock. (b) If In the event a Holder of Treasury SPC Units [ or, Type B Securities or Type A Securities (if a Tax Event Redemption has occurred, a SPC Unit,] ) has not elected to make made an effective Cash Early Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(d)(i) of the Purchase Contract Agreement, Contract(s) underlying its Type B Securities or has given such notice but failed to make such payment in the manner required by Section 5.4(d)(ii) of the Purchase Contract AgreementType A Securities, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts Contract(s) from the Proceeds of the related Pledged Treasury Securities [(or such the Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be]. Upon maturity On the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall, at the written direction of the Purchase Contract Agent, invest the Cash proceeds of the maturing Pledged Treasury Securities [or the Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], the Securities Intermediary, at the written direction of the Collateral Agent, shall invest the Cash Proceeds of the maturing Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be,] in overnight Permitted Investments [maturing on or prior to the Purchase Contract Settlement Date]Investments. Without receiving any instruction from any such HolderHolder of Type B Securities or Type A Securities, the Collateral Agent shall apply the Proceeds of the related Pledged Treasury Securities [or Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], Portfolio to the settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities [or related appropriate Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], Portfolio and the investment earnings from the investment in overnight Permitted Investments exceeds is in excess of the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, to the Purchase Contract Agent for the benefit of the Holders. Unless a Holder has made an Early Settlement, the Company shall not be obligated to issue any shares of Common Stock in respect of the Purchase Contract(s) or deliver any certificate therefor to the Holder unless it shall have received payment in full of the Purchase Price for the shares of Common Stock to be purchased thereunder. (c) Pursuant to the Remarketing Agreement, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, but no earlier than the Payment Date immediately preceding the Purchase Contract Settlement Date, holders of Separate Debentures may elect to have their Separate Debentures remarketed by delivering their Separate Debentures, together with a notice of such Holder for distribution election, substantially in the form of Exhibit C hereto, to the Custodial Agent. The Custodial Agent will hold such Separate Debentures in an account separate from the Collateral Account. A holder of Separate Debentures electing to have its Separate Debentures remarketed will also have the right to withdraw such election by written notice to the Custodial Agent, substantially in the form of Exhibit D hereto, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, upon which notice the Custodial Agent will return such Separate Debentures to such Holderholder. On the fourth Business Day immediately preceding the Purchase Contract Settlement Date, the Custodial Agent will deliver to the Remarketing Agent for remarketing all Separate Debentures delivered to the Custodial Agent pursuant to this Section 4.6(c) and not withdrawn pursuant to the terms hereof prior to such date. The portion of the proceeds from such remarketing equal to the aggregate Value of such Separate Debentures will automatically be remitted by the Remarketing Agent to the Custodial Agent for the benefit of the holders of such Separate Debentures. In addition, after deducting as the Remarketing Fee an amount not exceeding ___ basis points (.___%) of the Value of the remarketed Separate Debentures, from any amount of such proceeds in excess of the aggregate Value of the remarketed Separate Debentures plus any accrued and unpaid interest, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds, if any, for the benefit of such holders. If, despite using its reasonable efforts, the Remarketing Agent advises the Custodial Agent in writing that it cannot remarket the related Separate Debentures of such holders at a price not less than ___% of the aggregate Value of such Separate Debentures plus accrued and unpaid interest and thus resulting in a Failed Remarketing, the Remarketing Agent will promptly return such Separate Debentures to the Custodial Agent for redelivery to such holders.

Application of Proceeds Settlement. (a) So long as In the event a Holder of Income PRIDES (if a Tax Event Redemption has not occurred, if a Holder of SPC Units ) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section paragraph 5.4(a)(i) in the Purchase Contract Agreement, Agreement or has given such notice but failed to deliver the required cash prior to 11:00 A.M. (New York City time) on the fifth Business Day immediately preceding not made an Early Settlement of the Purchase Contract Settlement DateContract(s) underlying its Income PRIDES, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts Contract(s) from the Proceeds of the remarketing related Pledged Preferred Securities. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDES, present the related [Pledged Preferred Securities or] Pledged Notes. In such event, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related [Pledged Preferred Securities or] Pledged Notes to the Remarketing Agent for remarketing. Upon receiving such [Pledged Preferred Securities or] Pledged NotesSecurities, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such [Pledged Preferred Securities or] Pledged Notes on such datedate at a price not less than approximately 100.5% of the aggregate Stated Amount of such Pledged Preferred Securities, plus accrued and unpaid distributions (including deferred distributions), if any, thereon. The After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate Stated Amount of the Pledged Preferred Securities from any amount of such Proceeds in excess of the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) of the remarketed Pledged Preferred Securities, the Remarketing Agent will deposit remit the entire amount of the Proceeds of such remarketing in to the Collateral AccountAgent. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply a that portion of the Proceeds from such remarketing equal to the aggregate principal amount Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) of such [Pledged Preferred Securities or] Pledged Notes Securities, to satisfy in full the obligations of such Holder's obligations Holders of Income PRIDES to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. The Collateral Agent shall also instruct the Securities Intermediary to apply a remaining portion of the Proceeds of such remarketing equal to $[.0625] per [Pledged Preferred Security or] Pledged Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such remarketingProceeds, if any, shall be transferred distributed by the Collateral Agent to the Purchase Contract Agent for payment to the benefit of such Holder for distribution to such HolderHolders. If the Remarketing Agent advises the Collateral Agent in writing that there has been it cannot remarket the related Pledged Preferred Securities of such Holders of Income PRIDES at a Failed Remarketingprice not less than 100% of the aggregate Stated Amount of such Pledged Preferred Securities plus any accrued and unpaid distributions (including deferred distributions), thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company shallwill, at the written direction of the Company, retain or dispose of the [Pledged Preferred Security or] Pledged Notes Securities in accordance with applicable law and satisfy in full, from any such dispositiondisposition or retention, such Holder's obligations obligation to pay the Purchase Price for the shares of American Electric Power Company, Inc. Common Stock. (b) If In the event a Holder of Treasury SPC Units [ or, Growth PRIDES or Income PRIDES (if a Tax Event Redemption has occurred, a SPC Unit,] ) has not elected to make made an effective Cash Early Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(d)(i) of the Purchase Contract Agreement, Contract(s) underlying its Growth PRIDES or has given such notice but failed to make such payment in the manner required by Section 5.4(d)(ii) of the Purchase Contract AgreementIncome PRIDES, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts Contract(s) from the Proceeds of the related Pledged Treasury Securities [(or such Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be]. Upon maturity On the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall, at the written direction of the Purchase Contract Agent, invest the Cash proceeds of the maturing Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], the Securities Intermediary, at the written direction of the Collateral Agent, shall invest the Cash Proceeds of the maturing Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be,] in overnight Permitted Investments [maturing on or prior to the Purchase Contract Settlement Date]Investments. Without receiving any instruction from any such HolderHolder of Growth PRIDES or Income PRIDES, the Collateral Agent shall apply the Proceeds of the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], Portfolio to the settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], Portfolio and the investment earnings from the investment in overnight Permitted Investments exceeds is in excess of the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, to the Purchase Contract Agent for the benefit of the Holders. (c) Pursuant to the Remarketing Agreement and subject to the terms of the Remarketing Underwriting Agreement, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, but no earlier than the Payment Date immediately preceding the Purchase Contract Settlement Date, holders of separate Preferred Securities which are not components of Income PRIDES may elect to have their Preferred Securities remarketed by delivering their Preferred Securities along with a notice of such Holder for distribution election to the Collateral Agent. The Collateral Agent will hold such Preferred Securities in an account separate from the collateral account in which the Pledged Securities will be held. Holders of Preferred Securities electing to have their Preferred Securities remarketed will also have the right to withdraw such election by written notice to the Collateral Agent on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, upon which notice the Collateral Agent will return such Preferred Securities to such Holderholders. On the fourth Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent will deliver the Preferred Securities to the Remarketing Agent for remarketing. The Remarketing Agent will use its reasonable efforts to remarket such Preferred Securities on such date at a price of approximately 100.5% of the aggregate stated liquidation amount of such Preferred Securities, plus accrued and unpaid distributions (including deferred distributions), if any, thereon. The portion of the proceeds from such remarketing equal to the aggregate stated liquidation amount of such Preferred Securities will automatically be remitted by the Remarketing Agent to the Collateral Agent for the benefit of such Preferred Securities holders. In addition, after deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate stated liquidation amount of the remarketed securities, from any amount of such proceeds in excess of the aggregate stated liquidation amount of the remarketed Trust Preferred Securities plus any accrued and unpaid distributions (including deferred distributions, if any), the Remarketing Agent will remit to the Collateral Agent the remaining portion of the proceeds, if any, for the benefit of such holder. If, despite using its reasonable efforts, the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Preferred Securities of such holders at a price not less than 100% of the aggregate stated liquidation amount of such Preferred Securities plus accrued and unpaid distributions (including deferred distributions) and thus resulting in a Failed Remarketing, the Remarketing Agent will promptly return such Trust Preferred Securities to the Collateral Agent to release to such holders.

Application of Proceeds Settlement. (a) So long as a Tax Event Redemption has not occurred, if In the event a Holder of SPC Units Income PRIDES has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section paragraph 5.4(a)(i) in the Purchase Contract Agreement, Agreement or has given such notice but failed to deliver the required cash prior to 11:00 A.M. (New York City time) on the fifth Business Day immediately preceding not made an Early Settlement of the Purchase Contract Settlement DateContract(s) underlying its Income PRIDES, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts Contract(s) from the Proceeds of the remarketing related Pledged Preferred Securities. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDES, present the related [Pledged Preferred Securities or] Pledged Notes. In such event, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related [Pledged Preferred Securities or] Pledged Notes to the Remarketing Agent for remarketing. Upon receiving such [Pledged Preferred Securities or] Pledged NotesSecurities, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such [Pledged Preferred Securities or] Pledged Notes on such datedate at a price not less than approximately 100.5% of the aggregate Stated Amount of such Preferred Securities, plus accrued and unpaid distributions (including deferred distributions), if any, thereon. The After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) from any amount of such Proceeds in excess of the aggregate Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) of the remarketed Preferred Securities, the Remarketing Agent will deposit remit the entire amount of the Proceeds of such remarketing in to the Collateral AccountAgent. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply a that portion of the Proceeds from such remarketing equal to the aggregate principal amount Stated Amount, plus such accrued and unpaid distributions (including deferred distributions) of such [Pledged Preferred Securities or] Pledged Notes to satisfy in full the obligations of such Holder's obligations Holders of Income PRIDES to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. The Collateral Agent shall also instruct the Securities Intermediary to apply a remaining portion of the Proceeds of such remarketing equal to $[.0625] per [Pledged Preferred Security or] Pledged Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such remarketingProceeds, if any, shall be transferred distributed by the Collateral Agent to the Purchase Contract Agent for payment to the benefit of such Holder for distribution to such HolderHolders. If If, the Remarketing Agent advises the Collateral Agent in writing that there has been it cannot remarket the related Preferred Securities of such Holders of Income PRIDES at a Failed Remarketing, thus resulting in an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit price not less than 100% of the Company shall, at the written direction of the Company, dispose of the [Pledged Preferred Security or] Pledged Notes in accordance with applicable law and satisfy in full, from such disposition, such Holder's obligations to pay the Purchase Price for the shares of American Electric Power Company, Inc. Stock. (b) If a Holder of Treasury SPC Units [ or, if a Tax Event Redemption has occurred, a SPC Unit,] has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(d)(i) of the Purchase Contract Agreement, or has given such notice but failed to make such payment in the manner required by Section 5.4(d)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities [(or such Applicable Ownership Interest (as specified in clause (A) of the definition aggregate Stated Amount of such term) in the Treasury PortfolioPreferred Securities plus any accrued and unpaid distributions (including deferred distributions), as the case may be]. Upon maturity of the Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], the Securities Intermediary, at the written direction of the Collateral Agent, shall invest the Cash Proceeds of the maturing Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be,] in Permitted Investments [maturing on or prior to the Purchase Contract Settlement Date]. Without receiving any instruction from any such Holder, the Collateral Agent shall apply the Proceeds of the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], to the settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], and the investment earnings from the investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, to the Purchase Contract Agent for the benefit of such Holder for distribution to such Holder.thus

Application of Proceeds Settlement. (a) So long as a Tax Event Redemption has not occurred, if In the event a Holder of SPC Units Income PRIDES has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section paragraph 5.4(a)(i) in the Purchase Contract Agreement, Agreement or has given such notice but failed to deliver the required cash prior to 11:00 A.M. (New York City time) on the fifth Business Day immediately preceding not made an Early Settlement of the Purchase Contract Settlement DateContract(s) underlying its Income PRIDES, such Holder shall be deemed to have elected to pay for the shares of Common Stock Ordinary Shares to be issued under such Purchase Contracts Contract(s) from the Proceeds of the remarketing related Pledged Preferred Shares. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDES, present the related [Pledged Preferred Securities or] Pledged Notes. In such event, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related [Pledged Preferred Securities or] Pledged Notes Shares to the Remarketing Agent for remarketing. Upon receiving such [Pledged Preferred Securities or] Pledged NotesShares, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Remarketing Underwriting Agreement, will use its reasonable efforts to remarket such [Pledged Preferred Securities or] Pledged Notes Shares on such datedate at a price not less than approximately 100.5% of the aggregate Value of such Pledged Preferred Shares, plus accumulated and unpaid dividends, if any, thereon. The After deducting as the remarketing fee an amount not exceeding 25 basis points (.25%) of the aggregate Value of the Pledged Preferred Shares from any amount of such Proceeds in excess of the aggregate Value, plus such accumulated and unpaid dividends of the remarketed Pledged Preferred Shares, the Remarketing Agent will deposit remit the entire amount of the Proceeds of such remarketing in to the Collateral AccountAgent. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply a that portion of the Proceeds from such remarketing equal to the aggregate principal amount Value, plus such accumulated and unpaid distributions of such [Pledged Preferred Securities or] Pledged Notes Shares, to satisfy in full the obligations of such Holder's obligations Holders of Income PRIDES to pay the Purchase Price to purchase the shares of Common Stock Ordinary Shares under the related Purchase Contracts. The Collateral Agent shall also instruct the Securities Intermediary to apply a remaining portion of the Proceeds of such remarketing equal to $[.0625] per [Pledged Preferred Security or] Pledged Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such remarketingProceeds, if any, shall be transferred distributed by the Collateral Agent to the Purchase Contract Agent for payment to the benefit of such Holder for distribution to such HolderHolders. If the Remarketing Agent advises the Collateral Agent in writing that there has been it cannot remarket the related Pledged Preferred Shares of such Holders of Income PRIDES at a Failed Remarketingprice not less than 100% of the aggregate Value of such Pledged Preferred Shares plus any accumulated and unpaid distributions, thus resulting in a Failed Remarketing and an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company shallwill, at the written direction of the Company, retain or dispose of the [Pledged Preferred Security or] Pledged Notes Shares in accordance with applicable law and satisfy in full, from any such dispositiondisposition or retention, such Holder's obligations obligation to pay the Purchase Price for the shares of American Electric Power Company, Inc. StockOrdinary Shares. (b) If In the event a Holder of Treasury SPC Units [ or, if a Tax Event Redemption has occurred, a SPC Unit,] Growth PRIDES has not elected to make made an effective Cash Early Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(d)(i) of the Purchase Contract Agreement, or has given such notice but failed to make such payment in the manner required by Section 5.4(d)(iiContract(s) of the Purchase Contract Agreementunderlying its Growth PRIDES, such Holder shall be deemed to have elected to pay for the shares of Common Stock Ordinary Shares to be issued under such Purchase Contracts Contract(s) from the Proceeds of the related Pledged Treasury Securities [(or such Applicable Ownership Interest (as specified in clause (A) of Securities. On the definition of such term) in Business Day immediately prior to the Treasury Portfolio, as the case may be]. Upon maturity of the Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be]Purchase Contract Settlement Date, the Securities IntermediaryCollateral Agent shall, at the written direction of the Collateral Purchase Contract Agent, shall invest the Cash Proceeds proceeds of the maturing Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be,] in overnight Permitted Investments [maturing on or prior to the Purchase Contract Settlement Date]Investments. Without receiving any instruction from any such HolderHolder of Growth PRIDES, the Collateral Agent shall apply the Proceeds of the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], to the settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities [or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as the case may be], and the investment earnings from the investment in overnight Permitted Investments exceeds is in excess of the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, to the Purchase Contract Agent for the benefit of the Holders. (c) Pursuant to the Remarketing Agreement and subject to the terms of the Remarketing Underwriting Agreement, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, but no earlier than the Payment Date immediately preceding the Purchase Contract Settlement Date, holders of Separate Preferred Shares may elect to have their Separate Preferred Shares remarketed by delivering their Separate Preferred Shares, together with a notice of such Holder for distribution election, substantially in the form of Exhibit C hereto, to the Custodial Agent. The Custodial Agent will hold such Separate Preferred Shares in an account separate from the Collateral Account. A holder of Separate Preferred Shares electing to have its Separate Preferred Shares remarketed will also have the right to withdraw such election by written notice to the Custodial Agent, substantially in the form of Exhibit D hereto, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, upon which notice the Custodial Agent will return such Separate Preferred Shares to such Holderholder. On the fourth Business Day immediately preceding the Purchase Contract Settlement Date, the Custodial Agent will deliver to the Remarketing Agent for remarketing all Separate Preferred Shares delivered to the Custodial Agent pursuant to this Section 4.6(c) and not withdrawn pursuant to the terms hereof prior to such date. The portion of the proceeds from such remarketing equal to the aggregate Value of such Separate Preferred Shares will automatically be remitted by the Remarketing Agent to the Custodial Agent for the benefit of the holders of such Separate Preferred Shares. In addition, after deducting as the remarketing fee an amount not exceeding 25 basis points (.25%) of the Value of the remarketed Separate Preferred Shares, from any amount of such proceeds in excess of the aggregate Value of the remarketed Separate Preferred Shares plus any accumulated and unpaid dividends thereon, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds, if any, for the benefit of such holders. If, despite using its reasonable efforts, the Remarketing Agent advises the Custodial Agent in writing that it cannot remarket the related Separate Preferred Shares of such holders at a price not less than 100% of the aggregate Value of such Separate Preferred Shares plus accumulated and unpaid dividends and thus resulting in a Failed Remarketing, the Remarketing Agent will promptly return such Preferred Shares to the Custodial Agent for redelivery to such holders.