Form 8-K

8-K — AMERICAN ELECTRIC POWER CO INC

Accession: 0001193125-26-223988

Filed: 2026-05-14

Period: 2026-05-12

CIK: 0000004904

SIC: 4911 (ELECTRIC SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — d248447d8k.htm (Primary)

EX-1.1 (d248447dex11.htm)

EX-5.1 (d248447dex51.htm)

EX-10.1 (d248447dex101.htm)

EX-10.2 (d248447dex102.htm)

EX-10.3 (d248447dex103.htm)

EX-10.4 (d248447dex104.htm)

EX-10.5 (d248447dex105.htm)

EX-10.6 (d248447dex106.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d248447d8k.htm · Sequence: 1

8-K

AMERICAN ELECTRIC POWER CO INC false 0000004904 0000004904 2026-05-12 2026-05-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) May 12, 2026

AMERICAN ELECTRIC POWER COMPANY, INC.

(Exact Name of Registrant as Specified in Its Charter)

New York

1-3525

13-4922640

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1 Riverside Plaza, Columbus, OH

43215

(Address of Principal Executive Offices)

(Zip Code)

(Registrant’s Telephone Number, Including Area Code) (614) 716-1000

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $6.50 par value

AEP

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry Into a Material Definitive Agreement.

On May 12, 2026, American Electric Power Company, Inc. (the “Company”) entered into separate forward sale agreements relating to 20,472,442 shares of the Company’s common stock, par value $6.50 per share, documented under individual confirmations subject to separate master agreements and incorporating certain other terms (together, the “Original Forward Sale Agreements”) with each of Bank of America, N.A., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, acting in their capacity as forward purchasers (the “Forward Purchasers”). On May 13, 2026, the underwriters exercised in full an option that they had been granted by the Company pursuant to the underwriting agreement described below relating to an additional 3,070,866 shares of the Company’s common stock. In connection therewith, the Company and each of the Forward Purchasers entered into additional forward sale agreements relating to such number of shares, documented under individual confirmations subject to separate master agreements and incorporating certain other terms (together, the “Additional Forward Sale Agreements”).

In connection with the Original Forward Sale Agreements and the Additional Forward Sale Agreements (each, a “Forward Sale Agreement” and collectively, the “Forward Sale Agreements”), the Company entered into an Underwriting Agreement (as defined herein) with BofA Securities, Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein, BofA Securities, Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as forward sellers, and the Forward Purchasers, pursuant to which the Forward Purchasers borrowed from third parties and sold to the underwriters an aggregate of 23,543,308 shares.

The Company will receive an amount equal to the net proceeds from the sale of the borrowed shares of common stock sold pursuant to the Underwriting Agreement, subject to certain adjustments pursuant to the Forward Sale Agreements, from the Forward Purchasers upon physical settlement of the Forward Sale Agreements. The Company will only receive such proceeds if it elects to physically settle the Forward Sale Agreements. The forward sale price will initially be $124.968 per share, which is the price at which the underwriters have agreed to buy the shares of common stock offered pursuant to the Underwriting Agreement.

The Forward Sale Agreements provide for settlement on a settlement date or dates to be specified at the Company’s discretion, but which the Company expects to occur on or prior to May 31, 2028.

On a settlement date or dates, if the Company decides to physically settle a Forward Sale Agreement, the Company will issue shares of common stock to the relevant Forward Purchaser at the then-applicable forward sale price. Each Forward Sale Agreement provides that the initial forward sale price will be subject to adjustment based on a floating interest rate factor equal to the overnight bank funding rate less a spread, and will be subject to decrease on each of certain dates specified in the relevant Forward Sale Agreement by amounts related to expected dividends on shares of the Company’s common stock during the term of such Forward Sale Agreement. If the overnight bank funding rate is less than the spread on any day, the interest rate factor will result in a reduction of the forward sale price for such day.

Except in certain circumstances, the Company has the right to elect cash settlement or net share settlement under the Forward Sale Agreements. Although the Company expects to settle each Forward Sale Agreement entirely by physical delivery of shares of the Company’s common stock in exchange for cash proceeds, the Company may elect cash settlement or net share settlement for all or a portion of its obligations under a Forward Sale Agreement. If the Company elects to cash settle a Forward Sale Agreement in full, it would expect to receive an amount of net proceeds that is significantly lower than the estimate set forth above, and it may not receive any net proceeds (or it may owe cash, which could be a significant amount, to the relevant Forward Purchaser). If the Company elects to net share settle a Forward Sale Agreement in full, it would not receive any cash proceeds from the Forward Purchasers (and it may be required to deliver shares of the Company’s common stock to the relevant Forward Purchaser).

Each Forward Purchaser will have the right to accelerate its Forward Sale Agreement (or, in certain cases, the portion thereof that it determines is affected by the relevant event) and require the Company to physically settle the applicable Forward Sale Agreement on a date specified by such Forward Purchaser if: (i) in the good faith, commercially reasonable judgment of such Forward Purchaser, it or its affiliate is unable to hedge its exposure to the transactions contemplated by such Forward Sale Agreement because of the lack of sufficient shares of the Company’s common stock being made available for borrowing by stock lenders; or it or its affiliate is unable to borrow such number of shares at a rate equal to or less than an agreed maximum stock loan rate; (ii) the Company declares any dividend or distribution on shares of the Company’s common stock payable in (a) cash in excess of a specified amount (other than extraordinary dividends); (b) securities of another company acquired or owned by the Company as a result of a spin-off or other similar transaction; or (c) any other type of securities (other than the Company’s common stock), rights, warrants or other assets for payment at less than the prevailing market price, as reasonably determined by such Forward Purchaser; (iii) certain ownership thresholds applicable to such Forward Purchaser are exceeded; (iv) an event is announced that, if consummated, would result in an extraordinary event (as defined in such Forward Sale Agreement), including, among other things, certain mergers and tender offers, as well as certain events such as a delisting or nationalization of the Company’s common stock, or the occurrence of certain changes in law (each as more fully described in such Forward Sale Agreement); or (v) certain events of default or termination events occur, including, among other things, any material misrepresentation made by the Company in connection with its entry into such applicable forward sale agreement, the Company’s bankruptcy (except as described below) or the occurrence of an event or circumstance causing certain payments or deliveries under, or material compliance with, such Forward Sale Agreement to be unlawful (each as more fully described in such Forward Sale Agreement).

Each Forward Purchaser’s decision to exercise its right to accelerate its Forward Sale Agreement (or, in certain cases, the portion thereof that it determines is affected by the relevant event) and to require the Company to settle such Forward Sale Agreement will be made irrespective of the Company’s interests, including the Company’s need for capital. In such cases, the Company could be required to issue and deliver shares of its common stock under the terms of the physical settlement provisions of the applicable Forward Sale Agreement irrespective of its capital needs, which would result in dilution to the Company’s earnings per share and may adversely affect the market price of the Company’s common stock. In addition, upon bankruptcy or insolvency filings related to the Company, each Forward Sale Agreement will automatically terminate without further liability of either party to such agreement. Following any such termination, the Company would not issue any shares of common stock or receive any proceeds pursuant to such Forward Sale Agreement.

The description of the Forward Sale Agreements set forth above does not purport to be complete and is qualified in its entirety by reference to the terms and conditions of the Forward Sale Agreements, which are filed as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6, respectively, and are incorporated herein by reference.

Item 8.01.

Other Events.

On May 12, 2026, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein (the “Underwriters”), BofA Securities, Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as forward sellers (the “Forward Sellers”), and the Forward Purchasers, relating to the registered public offering and sale by the Forward Purchasers of 20,472,442 shares of the Company’s common stock, par value $6.50 per share. On May 13, 2026, the underwriters exercised in full their option to purchase an additional 3,070,866 shares of the Company’s common stock pursuant to the Underwriting Agreement.

The description of the Underwriting Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the terms and conditions of the Underwriting Agreement, which is filed as Exhibit 1.1 and incorporated herein by reference. An opinion of David C. House is filed as Exhibit 5.1 and the consent of David C. House is filed as Exhibit 23.1. This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Item 9.01.

Financial Statements and Exhibits

(d)

Exhibits

1.1

Underwriting Agreement, dated May 12, 2026, by and among the Company, the Underwriters, the Forward Sellers and the Forward Purchasers

5.1

Opinion of David C. House, Esq.

10.1

Confirmation of Forward Sale Transaction, dated May 12, 2026, between the Company and Bank of America, N.A. in its capacity as a Forward Purchaser

10.2

Confirmation of Forward Sale Transaction, dated May 12, 2026, between the Company and Goldman Sachs & Co. LLC, in its capacity as a Forward Purchaser

10.3

Confirmation of Forward Sale Transaction, dated May 12, 2026, between the Company and Morgan Stanley & Co, LLC in its capacity as a Forward Purchaser

10.4

Confirmation of Forward Sale Transaction, dated May 13, 2026, between the Company and Bank of America, N.A., in its capacity as a Forward Purchaser

10.5

Confirmation of Forward Sale Transaction, dated May 13, 2026, between the Company and Goldman Sachs & Co. LLC, in its capacity as a Forward Purchaser

10.6

Confirmation of Forward Sale Transaction, dated May 13, 2026, between the Company and Morgan Stanley & Co, LLC in its capacity as a Forward Purchaser

23.1

Consent of David C. House, Esq. (included in Exhibit 5.1).

104

Cover Page Interactive Data File - The cover page iXBRL tags are embedded within the inline XBRL document.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

AMERICAN ELECTRIC POWER COMPANY, INC.

By:

/s/ David C. House

Name:

David C. House

Title

Assistant Secretary

Date May 14, 2026

EX-1.1

Filename: d248447dex11.htm · Sequence: 2

EX-1.1

Exhibit 1.1

AMERICAN ELECTRIC POWER COMPANY, INC.

Underwriting Agreement

20,472,442 Shares of Common Stock

Dated May 12, 2026

AGREEMENT made by and among AMERICAN ELECTRIC POWER COMPANY, INC. a corporation organized and existing under the laws of the State of New York

(the “Company”), the Forward Sellers and the Underwriters, each as defined below.

WITNESSETH:

WHEREAS, the Company and BofA Securities, Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, each in its capacity

as agent for the applicable Forward Purchaser (as defined below)(each in such capacity, a “Forward Seller” and collectively the “Forward Sellers”), confirm their respective agreements with BofA Securities, Inc., Goldman

Sachs & Co. LLC and Morgan Stanley & Co. LLC and each of the other Underwriters named in Exhibit 1 hereto (collectively, the “Underwriters”), for whom BofA Securities, Inc., Goldman Sachs & Co. LLC and Morgan

Stanley & Co. LLC are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Forward Sellers and the purchase by the Underwriters, acting severally and not jointly, of the

respective numbers of shares of Common Stock, par value $6.50 per share, of the Company (the “Common Stock”) set forth in Exhibit 1 hereto (the “Borrowed Initial Securities”), (ii) the grant by the Forward Sellers to the

Underwriters, in each case acting severally and not jointly, of the option described in Section 1(b) hereof to purchase all or any part of the additional shares of Common Stock set forth in Exhibit 1 hereto to cover options to purchase

additional shares, if any (the “Borrowed Option Securities”). The Borrowed Initial Securities and the Standby Initial Securities (as defined in Section 1 hereof) are herein referred to collectively as the “Initial

Securities.” The Borrowed Option Securities and the Standby Option Securities (as defined in Section 1 hereof) are herein referred to collectively as the “Option Securities.” The Standby Initial Securities and the Standby

Option Securities are herein referred to collectively as the “Standby Securities.” The Borrowed Initial Securities and the Borrowed Option Securities are herein referred to collectively as the “Borrowed Securities.” The

Initial Securities and the Option Securities are referred to herein collectively as the “Securities.”

WHEREAS, as used

herein, the term “Forward Agreements” refers to (i) the letter agreement dated the date hereof between the Company and Bank of America, N.A., (ii) the letter agreement dated the date hereof between the Company and Goldman

Sachs & Co. LLC, and (iii) the letter agreement dated the date hereof between the Company and Morgan Stanley & Co. LLC, in their capacity as Forward Purchasers (each in such capacity, a “Forward Purchaser” and

collectively the “Forward Purchasers”), relating to the forward sale by the Company, subject to the Company’s right to elect Cash Settlement or Net Share Settlement (as such terms are defined in the Forward Agreements), of a

number of shares of Common Stock equal to the number of Borrowed Initial Securities sold by the Forward Sellers pursuant to this underwriting agreement (this “Agreement”); and

WHEREAS, the Company has prepared and filed, in accordance with the provisions of the

Securities Act of 1933, as amended (the “Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3 (File

No. 333-291275), and a prospectus relating to $10,000,000,000 aggregate principal amount of its Common Stock and such registration statement became effective; and

WHEREAS, such registration statement, including the financial statements, the documents incorporated or deemed incorporated therein by

reference, and the exhibits thereto, being herein called, collectively, the Registration Statement, and the prospectus, including the documents incorporated or deemed incorporated therein by reference, constituting a part of such Registration

Statement, as it may be last amended or supplemented prior to the effectiveness of this Agreement, but excluding any amendment or supplement relating solely to securities other than the Securities, being herein called the Basic Prospectus, and the

Basic Prospectus, as amended and supplemented, including documents incorporated by reference therein, together with the Preliminary Prospectus Supplement dated May 12, 2026, immediately prior to the Applicable Time (as defined below), being

herein called the Pricing Prospectus, and the Basic Prospectus included in the Registration Statement, as it is to be supplemented by a final prospectus supplement (the “Prospectus Supplement”) to include information relating to the

Securities, including the names of the Underwriters, the price and terms of the offering, and certain other information relating to the Securities, which will be filed with the Commission pursuant to Rule 424(b) of the Commission’s General

Rules and Regulations under the Act (the “Rules”), including all documents then incorporated or deemed to have been incorporated therein by reference, being herein called the Prospectus.

For purposes of this Agreement, the Applicable Time is 8:15 P.M. (New York City Time) on the date of this Agreement and the documents and

information listed in Exhibit 2 hereto, taken together, collectively being herein called the Pricing Disclosure Package. The term “Limited Use Free Writing Prospectus” shall mean any “written communication” (as defined by

Rule 405 under the Act) in addition to the Pricing Disclosure Package that the parties hereto expressly agree as listed in Exhibit 3 hereto, including any recorded road show. The term

“Testing-the-Waters Communication” shall mean any oral or written communication with potential investors undertaken in reliance on Rule 163B. The term

“Written Testing-the-Waters Communication” shall mean any Testing-the-Waters

Communication that is a written communication within the meaning of Rule 405 under the Act.

NOW, THEREFORE, in consideration of the

premises and the mutual covenants herein contained, it is agreed between the parties as follows:

1. Purchase and Sale:

(a) Borrowed Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each Forward Seller agrees to sell to each Underwriter, severally and not

jointly, and each Underwriter, severally and not jointly, agrees to purchase from each Forward Seller, at the price per share of $124.968, the number of Borrowed Initial Securities set forth in Exhibit 1 hereto opposite the name of such Underwriter,

plus any additional number of Borrowed Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof, subject to such adjustments as the Representatives in their discretion shall make to

eliminate any sales or purchases of fractional shares.

(b) Standby Initial Securities. On the basis of the representations and warranties

herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at the price per share of $124.968, the

number of Standby Initial Securities, if any, that bears the same proportion to the total number of Standby Initial Securities as the number of Securities set forth in Exhibit 1 hereto opposite the name of such Underwriter bears to the total number

of Securities set forth in Exhibit 1 hereto, plus any additional number of Standby Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof, subject to such adjustments as the

Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.

Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each Underwriter shall have the right, severally and not jointly, to purchase up to the number

of additional shares of Common Stock set forth in Exhibit 1 hereto opposite the name of such Underwriter at the price per share set forth in subsection (a) of this Section 1; provided, however, that the purchase price per share for any

Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities (the “Borrowed Option Securities Purchase

Price”). The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time which may be made in connection with the offering and distribution of the Initial Securities upon notice by

the Representatives to the Company and the Forward Sellers setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities.

Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Date,

as hereinafter defined. Following delivery of a notice of exercise of the option to purchase additional shares by the Representatives to the Company and the Forward Sellers, the Company may, in its sole discretion, within one business day after such

notice is given, execute and deliver to the Forward Sellers additional forward agreements, between the Company and the Forward Sellers (“Additional Forward Agreements”), providing for the forward sale by the Company of a number of shares

of Common Stock equal to the aggregate number of Option Securities being purchased pursuant to the exercise of the option to purchase additional shares. Upon the Company’s execution and delivery to the Forward Sellers of the Additional Forward

Agreements, the Forward Sellers shall promptly execute and deliver to the Company, the Additional Forward Agreements, and, upon such execution and delivery, on the basis of the representations and warranties contained herein and subject to the

conditions stated herein, each Forward Seller, severally and not jointly, hereby agrees to sell to the several Underwriters its pro rata share of such Option Securities at the Borrowed Option Securities Purchase Price. If the option is exercised as

to all or any portion of the Option Securities, and the Company executes and delivers to the Forward Sellers Additional Forward Agreements, each of the Underwriters, acting severally and not jointly, will purchase from the Forward Sellers that

proportion of the total number of Option Securities then being purchased which the number of

Initial Securities set forth in Exhibit 1 hereto opposite the name of such Underwriter bears to the total number of Initial Securities, plus any additional number of Option Securities which such

Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional

shares.

(d) Standby Option Securities. On the basis of the representations and warranties herein contained and subject to the

terms and conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company the number of Standby Option Securities, if any, that bears the same

proportion of the total number of Standby Option Securities then being purchased as the number of Initial Securities set forth in Exhibit 1 hereto opposite the name of such Underwriter bears to the total number of Initial Securities set forth in

Exhibit 1 hereto; at the price per share set forth in subsection (b) of this Section 1, plus any additional number of Standby Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of

Section 9 hereof, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares; provided, however, that the purchase price per share for any Standby

Price”).

(e) Failure to Borrow. In the event that, in the good faith, commercially reasonable judgment of a Forward Seller,

such Forward Seller (or its Affiliate) is unable to borrow and deliver for sale under this Agreement its pro rata share of the Borrowed Initial Securities or in the good faith, commercially reasonable judgment of a Forward Seller, such Forward

Seller (or its Affiliate) determines that such Forward Seller would incur a stock loan cost in excess of a rate equal to 200 basis points per annum to do so, then, in each case, at the Closing Date (i) such Forward Seller shall only be required

to deliver for sale to the Underwriters the aggregate number of shares of Common Stock that such Forward Seller is able to so borrow at or below such cost and (ii) the Company shall issue and sell to each Underwriter, pursuant to this

Section 1, an aggregate number of shares of Common Stock equal to the number of Borrowed Initial Securities that such Forward Seller does not so deliver and sell to the Underwriters. In connection with such issuance and sale by the Company, the

Company and the Representatives shall have the right to postpone the Closing Date for a period not exceeding two business days in order to effect any required changes in any documents or arrangements. The shares of Common Stock sold by the Company

to the Underwriters pursuant to this subsection (e) in lieu of Borrowed Initial Securities are referred to herein as the “Standby Initial Securities.”

(f) Failure to Borrow Option Securities. In the event that, in the good faith, commercially reasonable judgment of a Forward Seller,

such Forward Seller (or its Affiliate) is unable to borrow and deliver for sale under this Agreement its pro rata share of the Option Securities or in the good faith, commercially reasonable judgment of a Forward Seller, such Forward Seller (or its

Affiliate) determines that such Forward Seller would incur a stock loan cost of more than a rate equal to 200 basis points per annum to do so, then, in each case, at the Option Closing Date, (i) such Forward Seller shall only be required to

deliver for sale to the Underwriters the aggregate number of shares of Common Stock that such Forward Seller is able to so borrow at

or below such cost and (ii) the Company shall issue and sell to each Underwriter, pursuant to this Section 1, an aggregate number of shares of Common Stock equal to the number of

Borrowed Option Securities that such Forward Seller does not so deliver and sell to the Underwriters. In addition, in the event that the Company elects to not execute Additional Forward Agreements following delivery by the Representatives of a

notice of exercise of the option to purchase additional shares, the Company shall, at the Option Closing Date, issue and sell to each Underwriter, pursuant to this Section 1, that proportion of the total number of Option Securities then being

purchased pursuant to the exercise of the option to purchase additional shares which the number of Initial Securities set forth in Exhibit 1 hereto opposite the name of such Underwriter bears to the total number of Initial Securities. In connection

with the issuance and sale by the Company pursuant to the first and second sentences of this subsection (f), the Company and the Representatives shall have the right to postpone the Option Closing Date for a period not exceeding two business days in

order to effect any required changes in any documents or arrangements. The shares of Common Stock sold by the Company to the Underwriters pursuant to this subsection (f) in lieu Borrowed Option Securities are referred to herein as the

“Standby Option Securities.”

(g) Notification. If (i) pursuant to Section 1(d) hereof, the Forward Sellers

do not borrow and deliver for sale to the Underwriters at the Closing Date the total number of Initial Securities, or (ii) pursuant to Section 1(f) hereof, the Forward Sellers do not borrow and deliver for sale to the Underwriters on the

relevant Option Closing Date the total number of Option Securities, the Forward Sellers will use their commercially reasonable efforts to notify the Company no later than 5:00 p.m., New York City time, on the first business day prior to the Closing

Date or relevant Option Closing Date, as the case may be.

(h) Payment. Payment of the purchase price for, and delivery of

certificates for, the Initial Securities shall be made at the offices of Hunton Andrews Kurth LLP, 200 Park Avenue, New York, New York 10166, or at such other place as shall be agreed upon by the Representatives, the Forward Sellers and the Company,

at 9:00 A.M., New York City time, on the first business day after the date hereof (unless postponed in accordance with the provisions of Section 9), or such other time not later than five business days after such date as shall be agreed upon by

the Representatives, the Forward Sellers and the Company (such time and date of payment and delivery being herein called “Closing Date”).

In the event that any or all of the Option Securities are to be purchased by the Underwriters, payment of the Borrowed Option Securities

Purchase Price and the Standby Option Securities Purchase Price, as applicable, for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the

Representatives, the Forward Sellers and the Company, on each Option Closing Date as specified in the notice from the Representatives to the Company.

Payment of the Borrowed Securities shall be made by wire transfer of immediately available funds to a bank account designated by BofA

Securities, Inc., against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized BofA Securities, Inc., for

its account, to accept delivery of, receipt for, and to make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Any or all

of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose

funds have not been received by the Closing Date or the relevant Option Closing Date, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment of the Standby Securities, if any, shall be made by wire transfer of immediately available funds to a bank account designated by the

Company, against delivery of the Standby Securities to the Representatives for the respective accounts of the Underwriters. Delivery of Standby Securities shall be made through the facilities of The Depository Trust Company (“DTC”)

unless the Representatives shall otherwise instruct.

(i) Denominations; Registration. Certificates for the Initial Securities and

the Option Securities, if any, shall be in such denominations and registered in such names as the Representatives may request in writing at least one full business day before the Closing Date or the relevant Option Closing Date, as the case may be.

The certificates for the Initial Securities and the Option Securities, if any, will be made available for examination and packaging by the Representatives in New York City not later than 10:00 A.M., New York City time, on the business day prior to

the Closing Date or relevant Option Closing Date, as the case may be.

2. Public Offering: The several Underwriters agree that they

will make a public offering of their respective portions of the Securities in accordance with the terms set forth in the Pricing Disclosure Package and the Prospectus.

3. Conditions of Underwriters’ and Forward Sellers’ Obligations: The several obligations of the Underwriters hereunder and

the obligations of the Forward Sellers, as the case may be, are subject to the accuracy of the warranties and representations on the part of the Company on the date hereof, at the Applicable Time, at the Closing Date and at any Option Closing Date

and to the following other conditions:

(a) That all legal proceedings to be taken and all legal opinions to be rendered in

connection with the issue and sale of the Securities shall be satisfactory in form and substance to Hunton Andrews Kurth LLP, counsel to the Underwriters, and the Company shall have furnished such counsel all documents and information that it may

reasonably request to enable it to pass upon such matters.

(b) That, at the Closing Date and any Option Closing Date, as

applicable, the Representatives and the Forward Sellers shall be furnished with the following opinions, dated the day of the Closing Date or the Option Closing Date, as applicable, with conformed copies or signed counterparts thereof for the other

Underwriters, with such changes therein as may be agreed upon by the Company and the Representatives with the approval of Hunton Andrews Kurth LLP, counsel to the Underwriters:

(1)

Opinion and related negative assurance letter of Gibson, Dunn & Crutcher LLP and opinion of either of

David C. House, Esq., William E. Johnson, Esq. or Ryan F. Aguiar, Esq., counsel to the Company, substantially in the form heretofore previously provided to the Underwriters; and

(2)

Opinion and related negative assurance letter of Hunton Andrews Kurth LLP, counsel to the Underwriters,

substantially in the form heretofore previously provided to the Underwriters.

Representatives, Forward Sellers and Forward Purchasers shall have received on the date hereof and shall receive at the Closing Date and any Option Closing Date, as applicable, letters from PricewaterhouseCoopers LLP (i) dated the date hereof

and (ii) dated the date of the Closing Date and the Option Closing Date, respectively, in form and substance satisfactory to the Representatives (which may refer to the letter previously delivered to the Representatives, as applicable) (x)

confirming that with respect to the Company they are an independent registered public accounting firm within the meaning of the Act and the applicable published rules and regulations of the Commission and the Public Company Accounting Oversight

Board (United States) thereunder, (y) stating that in their opinion the consolidated financial statements audited by them and included or incorporated by reference in the Registration Statement, Pricing Prospectus and Prospectus, respectively,

complied as to form in all material respects with the then applicable accounting requirements of the Commission, including the applicable published rules and regulations of the Commission, and (z) covering as of a date not more than three

business days prior to the date of each such letter, as applicable, such other matters as the Representatives reasonably request.

(d) Any material required pursuant to Section 433(d) under the Act shall have been filed by the Company with the

Commission within the applicable time periods prescribed by Rule 433 under the Act.

(e) That no amendment to the

Registration Statement and that no supplement to the Pricing Prospectus or the Prospectus of the Company (other than the Pricing Prospectus or amendments, prospectuses or prospectus supplements relating solely to securities other than the

Securities) relating to the Securities and no document which would be deemed incorporated in the Pricing Prospectus or Prospectus by reference filed subsequent to the date hereof and prior to the Closing Date or the Option Closing Date, as

applicable, shall contain material information substantially different from that contained in the Pricing Prospectus which is unsatisfactory in substance to the Representatives or unsatisfactory in form to Hunton Andrews Kurth LLP, counsel to the

Underwriters.

(f) That, prior to the Closing Date and the Option Closing Date, as applicable, no stop order with respect

to the effectiveness of the Registration Statement shall have been issued under the Act by the Commission or proceedings therefor initiated.

(g) That, from the date hereof to the Closing Date or the Option Closing Date, as applicable, there shall not have been any

material adverse change in the business, properties or financial condition of the Company from that set forth in the Pricing Prospectus (other than changes referred to in or contemplated by the Pricing Prospectus), and that the

Company shall, at the Closing Date and the Option Closing Date, as applicable, have delivered to the Representatives and the Forward Sellers a certificate of an executive officer of the Company

to the effect that, to the best of his or her knowledge, information and belief, (a) there has been no such change, (b) there has not been any material transaction entered into by the Company or any of its “Significant

Subsidiaries” (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Act) other than transactions contemplated by the Registration Statement

and the Pricing Prospectus or transactions arising in the ordinary course of business, and (c) as to the matters set forth in paragraph (f) of this Section 3.

(h) That the Company shall have performed such of its obligations under this Agreement as are to be performed at or before the

Closing Date or the Option Closing Date, as applicable, by the terms hereof.

(i) That, at the Closing Date, the Securities

shall have been approved for listing on the Nasdaq Global Select Market, subject to official notice of issuance, and satisfactory evidence of such actions shall have been provided to the Representatives.

(j) That, as of the date hereof, each of the executive officers and directors of the Company listed in Exhibit 4 hereto shall

have entered into an agreement substantially in the form attached hereto as Exhibit 5 hereto and each such agreement shall be in full force and effect as of the Closing Date and any Option Closing Date, as applicable.

(k) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any

federal, state or foreign governmental or regulatory authority that would, as of the Closing Date or the Option Closing Date, as the case may be, prevent the issuance or sale of the Securities; and no injunction or order of any federal, state or

foreign court shall have been issued that would, as of the Closing Date or the Option Closing Date, as the case may be, prevent the issuance or sale of the Securities.

In case any of the conditions specified in this Section 3 shall not have been fulfilled, this Agreement may be terminated by the

Underwriters at any time at or prior to the Closing Date upon written notice thereof to the Company. Any such termination shall be without liability of any party to any other party except as otherwise provided in Section 4(g), Section 4(h)

and Section 4(i) hereof and except for any liability under Section 8 hereof.

4. Certain Covenants of the Company: In

further consideration of the agreements of the Forward Sellers and the Underwriters herein contained, the Company covenants as follows:

(a) As soon as practicable, and in any event within the time prescribed by Rule 424 under the Act, to file the Prospectus with

the Commission and make any other required filings pursuant to Rule 433 under the Act; as soon as the Company is advised thereof, to advise the Representatives and the Forward Sellers and confirm the advice in writing of any request made by the

Commission for amendments to the Registration Statement, Pricing Prospectus or Prospectus or for additional information with respect thereto or of the entry of an order suspending the effectiveness of the Registration Statement or

preventing or suspending the use of the Pricing Prospectus or the Prospectus or of the initiation or threat of any proceedings for that purpose and, if such an order should be entered by the

Commission, to make every reasonable effort to obtain the prompt lifting or removal thereof.

(b) To deliver to the

Underwriters and the Forward Sellers, without charge, as soon as practicable (and in any event within 24 hours after the date hereof), and from time to time thereafter during such period of time (not exceeding nine months) after the date hereof as

they are required by law to deliver a prospectus (or required to deliver but for Rule 172 under the Act), as many copies of the Prospectus (as supplemented or amended if the Company shall have made any supplements or amendments thereto, other than

supplements or amendments relating solely to securities other than the Securities) as the Representatives or the Forward Sellers may reasonably request; and in case any Underwriter is required to deliver a prospectus after the expiration of nine

months after the date hereof, to furnish to any Underwriter, upon request, at the expense of such Underwriter, a reasonable quantity of a supplemental prospectus or of supplements to the Prospectus complying with Section 10(a)(3) of the Act.

(c) To furnish to the Representatives and the Forward Sellers a copy, certified by the Secretary or an Assistant Secretary

of the Company, of the Registration Statement as initially filed with the Commission and of all amendments thereto (exclusive of exhibits), other than amendments relating solely to securities other than the Securities and, upon request, to furnish

to the Representatives sufficient plain copies thereof (exclusive of exhibits) for distribution to the other Underwriters.

(d) For such period of time (not exceeding nine months) after the date hereof as they are required by law to deliver a

prospectus (or required to deliver but for Rule 172 under the Act), if any event shall have occurred as a result of which it is necessary to amend or supplement the Pricing Prospectus or the Prospectus in order to make the statements therein, in the

light of the circumstances when the Pricing Prospectus or the Prospectus is delivered to a purchaser, not contain any untrue statement of a material fact or not omit to state any material fact required to be stated therein or necessary in order to

make the statements therein not misleading, forthwith to prepare and furnish, at its own expense, to the Underwriters and to dealers (whose names and addresses will be furnished to the Company by the Representatives) to whom Securities may have been

sold by the Representatives for the accounts of the Underwriters and, upon request, to any other dealers making such request, copies of such amendments to the Pricing Prospectus or the Prospectus or supplements to the Pricing Prospectus or the

Prospectus. In case any Underwriter is required to deliver a prospectus in connection with the offering of Securities after the expiration of the period specified in the preceding sentence, the Company, upon the request of such Underwriter, will

furnish to such Underwriter, at the expense of such Underwriter, a reasonable quantity of a supplemented or amended prospectus, or supplements or amendments to the Pricing Prospectus or the Prospectus, complying with Section 10(a) of the Act.

(e) As soon as practicable, the Company will make generally available to its

security holders and to the Underwriters and the Forward Sellers an earnings statement or statement of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.

(f) To use its best efforts to qualify the Securities for offer and sale under the securities or “blue sky” laws of

such jurisdictions as the Representatives may designate and shall maintain such qualifications so long as required for the offering and sale of the Securities within six months after the date hereof and itself to pay, or to reimburse the

Underwriters and their counsel for, reasonable filing fees and expenses in connection therewith in an amount not exceeding $3,500 in the aggregate (including filing fees and expenses paid and incurred prior to the effective date hereof), provided,

however, that the Company shall not be required to qualify as a foreign corporation or to file a consent to service of process or to file annual reports or to comply with any other requirements deemed by the Company to be unduly burdensome.

(g) To pay all expenses, fees and taxes (other than transfer taxes on resales of the Securities by the respective Underwriters,

but including all amounts relating to (i) the Company’s costs and expenses for travel, lodging and incidental expenses relating to investor presentations on any “road show” undertaken in connection with the marketing of the

Securities; (ii) the listing of the Securities on the Nasdaq Global Select Market; (iii) the preparation of the Registration Statement, the Preliminary Prospectus Supplement and the Prospectus Supplement (and any amendments or supplements

thereto); (iv) the sale and delivery of the Securities; (v) the reasonable fees and disbursements of counsel and accountants for the Company; and (vi) the printing and delivery of the Preliminary Prospectus Supplement, the Prospectus

Supplement, any Permitted Free Writing Prospectus and any Written Testing-the-Waters Communication in connection with the sale and delivery of the Securities, except

that the Company shall be required to pay the fees and disbursements (other than disbursements referred to in paragraph (h) of this Section 4) of counsel to the Underwriters only in the events provided in paragraph (h) of this

Section 4 and paragraph (a) of Section 8 hereof, the Underwriters hereby agreeing to pay such fees and disbursements in any other event.

(h) If the Underwriters shall not take up and pay for the Securities due to the failure of the Company to comply with any of

the conditions specified in Section 3 hereof, or, if this Agreement shall be terminated in accordance with the provisions of Section 9 or Section 10 hereof, to pay the fees and disbursements of counsel to the Underwriters, and, if the

Underwriters shall not take up and pay for the Securities due to the failure of the Company to comply with any of the conditions specified in Section 3 hereof, to reimburse the Underwriters for their reasonable out-of-pocket expenses, in an aggregate amount not exceeding a total of $100,000, incurred in connection with the financing contemplated by this Agreement.

(i) The Company will not, without the prior written consent of the

Representatives and the Forward Sellers, offer, sell, contract to sell, pledge, or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual

disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company) directly or indirectly, or establish or

increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the “1934 Act”), any

Securities, shares of Common Stock or other capital stock of the Company or any securities convertible into, or exercisable, or exchangeable for, Securities, shares of Common Stock or other capital stock of the Company other than as provided in this

Agreement, the Forward Agreements and Additional Forward Agreements (if any); or publicly announce an intention to effect any such transaction, for a period of 60 days after the date of this Agreement, provided, however, that the Company may,

without the prior written consent of the Representatives and the Forward Sellers, issue and sell Common Stock pursuant to the terms of any employee stock option plan, stock ownership plan, dividend reinvestment plan, long-term incentive plan, or any

other similar plan of the Company in effect as of the date hereof and the Company may issue Common Stock issuable upon the conversion of securities or the exercise of warrants outstanding as of the date hereof or the sale, delivery or issuance of

any shares of Common Stock by the Company pursuant to the Forward Agreements or any Additional Forward Agreement.

(j) To

use its reasonable efforts to cause the Securities to be accepted for clearance and settlement through the facilities of The Depositary Trust Company.

(k) To use its reasonable efforts to effect the listing of the Securities on the Nasdaq Global Select Market.

(l) If at any time when the Securities remain unsold by the Underwriters, the Company receives from the Commission a notice

pursuant to Rule 401(g)(2) of the Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives and the Forward Sellers, (ii) promptly file a new

registration statement or post-effective amendment on the proper form relating to the Securities, in a form satisfactory to the Representatives, (iii) use its reasonable best efforts to cause such registration statement or post-effective

amendment to be declared effective and (iv) promptly notify the Representatives and the Forward Sellers of such effectiveness. The Company will take all other reasonable action necessary or appropriate to permit the public offering and sale of

the Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such

new registration statement or post-effective amendment, as the case may be.

5. Representations and Warranties of the Company: The

Company represents and warrants to, and agrees with each Underwriter and each Forward Seller, as set forth below:

(a) The

Registration Statement on its effective date complied with the applicable provisions of the Act and the Rules and the Registration Statement at its effective date and as of the Applicable Time did not, and at the Closing Date and the Option Closing

Date, as applicable, will not, contain any untrue statement of a material fact or

omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, the Pricing Disclosure Package as of the Applicable Time did not contain an

untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the Basic

Prospectus on the date of this Agreement and the Prospectus as of its date complies, and at the Closing Date and the Option Closing Date, as applicable, the Prospectus will comply, with the applicable provisions of the Act, and the rules and

regulations of the Commission, the Basic Prospectus and the Prospectus as of their respective dates do not, and the Prospectus at the Closing Date and the Option Closing Date, as applicable, will not, contain any untrue statement of a material fact

or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the Company makes no warranty or representation to

the Underwriters with respect to any statements or omissions made in the Registration Statement, the Basic Prospectus, the Pricing Prospectus, any Permitted Free Writing Prospectus, Limited Use Free Writing Prospectus, any Written Testing-the-Waters Communication or the Prospectus in reliance upon and in conformity with information furnished in writing to the Company by, or through the Representatives

on behalf of, any Underwriter expressly for use in the Registration Statement, the Basic Prospectus or the Pricing Prospectus.

(b) The documents incorporated by reference in the Registration Statement or Pricing Prospectus, when they were filed with the

Commission, complied in all material respects with the applicable provisions of the 1934 Act and the rules and regulations of the Commission thereunder, and as of such time of filing, when read together with the Pricing Prospectus, the Permitted

Free Writing Prospectuses, Limited Use Free Writing Prospectus, any Written Testing-the-Waters Communication and the Prospectus, none of such documents contained an

untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information

contained in any Permitted Free Writing Prospectus listed in Exhibit 3 hereto does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus and no such Permitted Free Writing Prospectus,

taken together with the remainder of the Pricing Disclosure Package as of the Applicable Time, did contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the

circumstances under which they were made, not misleading. The information contained in any Limited Use Free Writing Prospectus listed in Exhibit 3 hereto does not conflict with the information contained in the Registration Statement, the Pricing

Prospectus or the Prospectus and no such Limited Use Free Writing Prospectus, taken together with the remainder of the Pricing Disclosure Package as of the Applicable Time, did contain an untrue statement of a material fact or omit to state a

material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information contained in any Written

Testing-the-Waters Communication listed in Exhibit 3 hereto does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the

Prospectus and no such Written Testing-the-Waters Communication taken together with the remainder of the Pricing Disclosure Package as of the Applicable Time, did

contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

to engage in, any Testing-the-Waters Communications, other than Testing-the-Waters

Communications with the prior consent of the Representatives with entities that the Company reasonably believes are qualified institutional buyers as defined in Rule 144A under the Act or institutions that are accredited investors as defined in Rule

501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act; and (ii) it has not distributed, or authorized any other person to distribute, any Written

Testing-the-Waters Communications, other than those distributed with the prior consent of the Representatives that are listed in Exhibit 3 hereto; and the Company

reconfirms that the Underwriters have been authorized to act on its behalf in engaging in Testing-the-Waters Communications.

(d) Since the respective dates as of which information is given in the Registration Statement and the Pricing Prospectus,

except as otherwise referred to or contemplated therein, there has been no material adverse change in the business, properties or financial condition of the Company.

(e) This Agreement and the Forward Agreements have been duly and validly authorized, executed and delivered by the Company, and

the Additional Forward Agreements, if any, will be duly and validly authorized, executed and delivered by the Company.

(f)

The execution, delivery and performance of this Agreement, the Forward Agreements, Additional Forward Agreements (if any), the issue and sale of the Securities pursuant hereto, and the consummation of any of the transactions herein or therein

contemplated (including any settlement under a Forward Agreement or Additional Forward Agreement) is not in violation of its charter or bylaws, will not result in the violation of any applicable law, statute, rule, regulation, judgment, order, writ

or decree of any government, government instrumentality or court having jurisdiction over the Company or its properties, and will not conflict with, or result in a breach of any of the terms or provisions of, or constitute a default under, or result

in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company under any contract, indenture, mortgage, loan agreement, note, lease or other agreement or instrument to which the Company is a party or by

which it may be bound or to which any of its properties may be subject (except, other than with respect to its charter or bylaws, for conflicts, breaches or defaults which would not, individually or in the aggregate, be materially adverse to the

Company or materially adverse to the transactions contemplated by this Agreement, the Forward Agreements or Additional Forward Agreements (if any)).

(g) The shares of Common Stock outstanding prior to the date of this Agreement have been duly authorized and are validly

issued, fully paid and non-assessable and will not be subject to any preemptive or similar rights.

(h) The Standby Securities, if any, to be issued and sold by the Company hereunder have been duly and validly authorized for

issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued, fully paid and nonassessable;

and the issuance of the Standby Securities is not subject to the preemptive or other similar rights of any security holder of the Company.

(i) The maximum number of shares of Common Stock to be delivered to the

Forward Sellers, whether pursuant to Physical Settlement or Net Share Settlement (each as defined in the Forward Agreements or the Additional Forward Agreements (if any), as applicable), as a result of an Acceleration Event (as defined in such

agreement) or otherwise, have been duly and validly authorized and reserved for issuance and, when issued and delivered by the Company to the Forward Sellers pursuant to the Forward Agreements or Additional Forward Agreements, as applicable, against

payment of any consideration required to be paid by the Forward Sellers pursuant to such agreement, will be duly authorized, validly issued and fully paid and nonassessable and the issuance thereof will not be subject to any preemptive or similar

rights.

(j) No authorization, approval, consent or order of any court or governmental authority or agency is necessary in

connection with the issuance and sale by the Company of the Securities or the transactions by the Company contemplated in this Agreement, the Forward Agreements or Additional Forward Agreements (if any), except (A) such as may be required under

the Act or the Rules; and (B) such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or “Blue Sky” laws.

(k) The consolidated financial statements of the Company and its consolidated subsidiaries together with the notes thereto,

included or incorporated by reference in the Pricing Prospectus and the Prospectus present fairly the financial position of the Company at the dates or for the periods indicated; said consolidated financial statements have been prepared in

accordance with United States generally accepted accounting principles applied, apart from reclassifications disclosed therein, on a consistent basis throughout the periods involved; and the selected consolidated financial information of the Company

included in the Pricing Prospectus and the Prospectus presents fairly the information shown therein and has been compiled, apart from reclassifications disclosed therein, on a basis consistent with that of the audited financial statements of the

Company included or incorporated by reference in the Pricing Prospectus and the Prospectus.

(l) The Company has the

authorized capitalization as set forth in the Pricing Disclosure Package under the heading “Capitalization”. The authorized capital stock of the Company is 900,000,000 shares of common stock, of which 544,091,715 shares of common stock

were issued and outstanding as of May 4, 2026 (except for subsequent issuances, if any, pursuant to this Agreement, or pursuant to agreements or employee benefit plans referred to in the Prospectus or pursuant to the Dividend Reinvestment and

Direct Stock Purchase Plan). The shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; none of the outstanding shares

of capital stock of the Company were issued in violation of the preemptive or other similar rights, if any, of any securityholder of the Company. The issued and outstanding capital stock of each Significant Subsidiary has been duly authorized and

validly issued and is fully paid and non-assessable; and the common capital stock of each Significant Subsidiary is owned by the Company, directly or through subsidiaries, free and clear of any security

interest, mortgage, pledge, lien, encumbrance, claim or equitable right.

(m) There is no pending action, suit, investigation, litigation or

proceeding, including, without limitation, any environmental action, affecting the Company or any of its Significant Subsidiaries before any court, governmental agency or arbitration that is reasonably likely to have a material adverse effect on the

business, properties, financial condition or results of operations of the Company, except as disclosed in the Pricing Prospectus.

(n) Neither the Company nor any of its Significant Subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any

term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Significant Subsidiaries is a party or by which the Company or any of its Significant

Subsidiaries is bound or to which any of the property or assets of the Company or any of its Significant Subsidiaries is subject; or (iii) except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, in

violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, including violation of any federal, state, local or foreign laws, regulations, ordinances, rules, orders,

judgments, decrees, permits or other legal requirements relating to the protection of human health and safety, the environment, natural resources or hazardous or toxic substances or wastes, pollutants or contaminants, except, in the case of clauses

(ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, have a material adverse effect on the business, properties or financial condition of the Company (a “Material Adverse

Effect”).

(o) The Company and its Significant Subsidiaries possess all licenses, certificates, permits and other

authorizations issued by, and have made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership or lease of their respective properties or the

conduct of their respective businesses as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except where the failure to possess or make the same would not, individually or in the aggregate, have a Material

Adverse Effect; and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, neither the Company nor any of its Significant Subsidiaries has received notice of any revocation or modification of any such

license, certificate, permit or authorization.

(p) The Company has not made any filings pursuant to the 1934 Act or the

rules and regulations thereunder, within 24 hours preceding the Applicable Time.

(q) The Company employs disclosure

controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its

principal executive and principal financial officer, as appropriate, to allow timely decisions regarding disclosure; as of the time of the last evaluation by the Company’s principal executive and principal financial officers, such disclosure

controls and procedures are effective.

(r) The Company’s internal control over financial reporting includes

policies and procedures that are designed to (i) provide for the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions concerning the assets of the Company; (ii) provide reasonable assurance that

transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States of America; (iii) provide reasonable assurance that receipts and expenditures

of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iv) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of

the Company’s assets that could have a material effect on the financial statements.

(s) The Company is not and,

after giving effect to the offering and sale of the Securities and the application of proceeds therefrom, will not be an “investment company” or an entity “controlled” by an “investment company” within the meaning

of the Investment Company Act of 1940, as amended.

(t) Neither the Company nor any of its subsidiaries, nor to the

knowledge of the Company, any director, officer, agent, employee of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department

(“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose

of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

(u) The Common

Stock is an “actively-traded security” excepted from the requirements of Rule 101 of Regulation M under the Exchange Act by Rule 101(c)(1) thereunder.

The Company’s covenants, warranties and representations contained in this Agreement shall remain in full force and effect

regardless of any investigation made by or on behalf of any person, and shall survive the delivery of and payment for the Securities hereunder.

6. Free Writing Prospectuses:

(a) The Company represents and agrees that, without the prior consent of the Representatives and the Forward Sellers, it has

not made and will not make any offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Act, other than a Permitted Free Writing Prospectus and Limited Use Free Writing

Prospectus; each Underwriter, severally and not jointly, represents and agrees

that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a “free writing

prospectus,” as defined in Rule 405 under the Act, other than a Permitted Free Writing Prospectus or Limited Use Free Writing Prospectus; any such free writing prospectus the use of which has been consented to by the Company and the

Representatives is listed in Exhibit 2 hereto and herein called a “Permitted Free Writing Prospectus.”

(b) The

Company and each Underwriter have complied and will comply with the requirements of Rule 433 under the Act applicable to any other free writing prospectus, including timely Commission filing where required and legending.

(c) The Company and each Underwriter agree that if at any time following issuance of a Permitted Free Writing Prospectus,

Limited Use Free Writing Prospectus or Written Testing-the-Waters Communication any event occurred or occurs as a result of which such Permitted Free Writing Prospectus,

Limited Use Free Writing Prospectus or Written Testing-the-Waters Communication would conflict in any material respect with the information in the Registration

Statement, the Pricing Prospectus or the Prospectus or include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances then prevailing, not

misleading, then (i) the party that first becomes aware of the foregoing will give prompt notice thereof to the Representatives and/ or the Company, as applicable, and, (ii) if requested by the Representatives or the Company, as

applicable, the Company will prepare and furnish without charge a free writing prospectus or other document which will correct such conflict, statement or omission.

(d) Each Underwriter agrees that (i) no information that is conveyed to investors by such Underwriter has been or will be

inconsistent with the information contained in the Pricing Disclosure Package, and (ii) if any Underwriter shall use a free writing prospectus that contains information in addition to, or in conflict with, the Pricing Disclosure Package, the

liability arising from its use of such additional or conflicting information shall be the sole responsibility of such Underwriter using such free writing prospectus; provided, however, that, for the avoidance of doubt, this clause 6(d)(ii) shall not

be interpreted as tantamount to the indemnification obligations contained in Section 8(b) hereof.

(e) Each

Underwriter represents and agrees that any Testing-the-Waters Communications undertaken by it were with entities that such Underwriter reasonably believes are qualified

institutional buyers as defined in Rule 144A under the Act or institutions that are accredited investors as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12) or (a)(13) under the Act.

7. Additional Warranties and Representations:

(a) Underwriters. Each Underwriter warrants and represents that the information furnished in writing to the Company

through the Representatives for use in the Registration Statement, in the Basic Prospectus, in any Permitted Free Writing Prospectus, Limited Use Free Writing Prospectus, in the Prospectus, or in the Prospectus as amended

or supplemented is correct as to such Underwriter. The warranties and representations of each Underwriter contained in this Agreement shall remain in full force and effect regardless of any

investigation made by or on behalf of the Company or other person and shall survive the delivery of and payment for the Securities hereunder.

(b) Forward Sellers. Each Forward Seller represents and warrants to, and agrees with, each Underwriter and the Company,

on the date of this Agreement, at the Closing Date and as of each Option Closing Date (in the case of a sale of Securities pursuant to Section 3(c) hereof) that:

(1) This Agreement has been duly authorized, executed and delivered by the Forward Sellers and, at the relevant Closing Date or

Option Closing Date, the Forward Sellers shall have the full right, power and authority to sell, transfer and deliver the Borrowed Securities, as the case may be, to the extent that it is required to transfer such Borrowed Securities hereunder;

(2) The Forward Agreements and the Additional Forward Agreements (if any), as applicable, have been duly authorized, executed

and delivered by the Forward Sellers and constitute valid and binding agreements of the Forward Sellers, enforceable against the Forward Sellers in accordance with their terms, except to the extent that enforceability thereof may be limited by

applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability; and

(3) The Forward Sellers will, at the relevant Closing Date or Option Closing Date, have the free and unqualified right to

transfer any Borrowed Securities, as the case may be, to the extent that it is required to transfer such Borrowed Securities hereunder, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any

kind; and upon delivery of such Borrowed Securities and payment of the purchase price therefor as herein contemplated, assuming each of the Underwriters has no notice of any adverse claim, each of the Underwriters will have the free and unqualified

right to transfer any such Borrowed Securities purchased by it from the Forward Sellers, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind.

8. Indemnification and Contribution:

(a) To the extent permitted by law, the Company agrees to indemnify and hold harmless each Underwriter and each Forward Seller,

each of their respective affiliates participating in the offering of the Securities, and the employees, agents, officers and directors and each person, if any, who controls an Underwriter or any Forward Seller within the meaning of Section 15

of the Act, against any and all losses, claims, damages or liabilities, joint or several, to which an Underwriter or Forward Seller, they or any of you or them may

become subject under the Act or otherwise, and to reimburse the Underwriters, the Forward Sellers, they or any of you or them, for any legal or other expenses incurred by you or them in

connection with defending any action, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any alleged untrue statement or untrue statement of a material fact contained in the Registration Statement, in the

Basic Prospectus (if used prior to the effective date of this Agreement), in the Pricing Prospectus, in any Permitted Free Writing Prospectus or Limited Use Free Writing Prospectus, in any “issuer free writing prospectus” (as defined in

Rule 433 under the Act), any Testing-the-Waters Communication or in the Prospectus, or if the Company shall furnish or cause to be furnished to the Underwriters any

amendments or any supplements to the Pricing Prospectus or the Prospectus, in the Pricing Prospectus or the Prospectus as so amended or supplemented except to the extent that such amendments or supplements relate solely to securities other than the

Securities (provided that if such Prospectus or such Prospectus, as amended or supplemented, is used after the period of time referred to in Section 4(b) hereof, it shall contain such amendments or supplements as the Company deems necessary to

comply with Section 10(a) of the Act), or arise out of or are based upon any alleged omission or omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar

as such losses, claims, damages, liabilities or actions arise out of or are based upon any such alleged untrue statement or omission, or untrue statement or omission which was made in the Registration Statement, in the Basic Prospectus, in the

Pricing Prospectus, in any Permitted Free Writing Prospectus or Limited Use Free Writing Prospectus, “issuer free writing prospectus” (as defined in Rule 433 under the Act), any Testing-the-Waters Communication or in the Prospectus, or in the Prospectus as so amended or supplemented, in reliance upon and in conformity with information furnished in writing to the Company by or through

the Representatives expressly for use therein. Each Underwriter and Forward Seller agrees promptly after its receipt of written notice of the commencement of any action in respect to which indemnity from the Company on account of its agreement

contained in this Section 8(a) may be sought by any such Underwriter or Forward Seller, or by any person controlling any such Underwriter or Forward Seller, to notify the Company in writing of the commencement thereof, but the omission so to

notify the Company of any such action shall not release the Company from any liability which it may have to an Underwriter, Forward Seller or to such controlling person otherwise than on account of the indemnity agreement contained in this

Section 8(a). In case any such action shall be brought against an Underwriter, Forward Seller or any such controlling person and an Underwriter or Forward Seller shall notify the Company of the commencement thereof, as above provided, the

Company shall be entitled to participate in, and, to the extent that it shall wish, including the selection of counsel (such counsel to be reasonably acceptable to the indemnified party), to direct the defense thereof at its own expense. In case the

Company elects to direct such defense and select such counsel (hereinafter, Company’s counsel), an Underwriter, Forward Seller or any controlling person shall have the right to employ its own counsel, but, in any such case, the fees and

expenses of such counsel shall be at such Underwriter’s, Forward Seller’s or controlling person’s expense unless (i) the Company has agreed in writing to pay such fees and expenses or (ii) the named parties to any such

action (including any impleaded parties) include both an Underwriter, Forward Seller or any controlling person and the Company and such Underwriter, Forward Seller or any controlling person shall have been advised by its counsel that a conflict of

interest between the Company and such Underwriter,

Forward Seller or any controlling person may arise (and the Company’s counsel shall have concurred in good faith with such advice) and for this reason it is not desirable for the

Company’s counsel to represent both the indemnifying party and the indemnified party (it being understood, however, that the Company shall not, in connection with any one such action or separate but substantially similar or related actions in

the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for the Underwriters, Forward Sellers or any controlling person (plus any

local counsel retained by the Underwriters, Forward Sellers or any controlling person in their reasonable judgment), which firm (or firms) shall be designated in writing by the Underwriters, Forward Sellers or any controlling person).

(b) Each Underwriter agrees, to the extent permitted by law, severally and not jointly, to indemnify, hold harmless and

reimburse the Company, its respective directors and such of their officers as shall have signed the Registration Statement, the Forward Sellers, and each person, if any, who controls the Company or the Forward Sellers within the meaning of

Section 15 of the Act, to the same extent and upon the same terms as the indemnity agreement of the Company set forth in Section 8(a) hereof, but only with respect to untrue statements or alleged untrue statements or omissions or alleged

omissions made in the Registration Statement, or in the Basic Prospectus (if used prior to the effective date of this Agreement), or in the Pricing Prospectus, or in any Permitted Free Writing Prospectus or Limited Use Free Writing Prospectus, any Testing-the-Waters Communication, or in the Prospectus, or in the Prospectus as so amended or supplemented, in reliance upon and in conformity with information furnished in

writing to the Company by the Representatives on behalf of such Underwriter expressly for use therein. Each of the Company and each Forward Seller agrees promptly after the receipt by it of written notice of the commencement of any action in respect

to which indemnity from an Underwriter on account of an its agreement contained in this Section 8(b) may be sought by the Company, the Forward Sellers or by any person controlling the Company or one or more Forward Seller, as the case may be,

to notify such Underwriter in writing of the commencement thereof, but the Company’s or Forward Seller’s omission so to notify such Underwriter of any such action shall not release it from any liability which it may have to the Company,

the Forward Seller or to such controlling person otherwise than on account of the indemnity agreement contained in this Section 8(b).

Section 8(b) hereof for any reason other than as specified therein, the indemnified party shall be entitled to contribution for any and all losses, claims, damages, liabilities and expenses for which such indemnification is so unavailable or

insufficient under this Section 8(c). In determining the amount of contribution to which such indemnified party is entitled, there shall be considered the portion of the proceeds of the offering of the Securities realized by the Company on the

one hand (which proceeds shall include the proceeds to be received by the Company pursuant to the Forward Agreements and any Additional Forward Agreements, assuming, in each case, Physical Settlement (as defined therein) on the Effective Date (as

defined therein)) and the Underwriters or the Forward Sellers on the other hand, the relative knowledge and access to information concerning the matter with respect to which the claim was asserted, the opportunity to correct and prevent any

statement or omission, and any equitable

considerations appropriate under the circumstances. The Company, the Forward Sellers and the Underwriters agree that it would not be equitable if the amount of such contribution were determined

by pro rata or per capita allocation (even if the Underwriters were treated as one entity for such purpose) without reference to the considerations called for in the previous sentence. No Underwriter or any person controlling such Underwriter shall

be obligated to contribute any amount or amounts hereunder which in the aggregate exceeds the total price of the Securities purchased by such Underwriter under this Agreement, less the aggregate amount of any damages which such Underwriter and its

controlling persons have otherwise been required to pay in respect of the same claim or any substantially similar claim and no Forward Seller shall be obligated to contribute any amount in excess of the aggregate Spread under the relevant Forward

Agreement or Additional Forward Agreement, as the case may be, net of any costs associated therewith, as reasonably determined by such Forward Seller. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the

Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. An Underwriter’s and a Forward Seller’s respective obligations to contribute under this Section 8 is in proportion to

its purchase obligation and not joint with any other Underwriter or Forward Seller.

(d) No indemnifying party shall,

without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or

threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 8 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or

consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability

or a failure to act by or on behalf of such indemnified party.

(e) In no event shall any indemnifying party have any

liability or responsibility in respect of the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim effected without its prior written consent.

The agreements contained in this Section 8 hereof shall remain in full force and effect regardless of any investigation made by or on

behalf of any person, and shall survive the delivery of and payment for the Securities hereunder.

9. Default of Underwriters: If

any Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the number of

Securities which it has agreed to purchase and pay for hereunder, and the aggregate number of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than

one-tenth of the aggregate number of Securities, the other Underwriters shall be obligated severally in the proportions which the amounts of Securities set forth opposite their names in Exhibit 1 hereto bear

to the aggregate number of Securities set forth opposite the names of all such

non-defaulting Underwriters, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the

terms set forth herein; provided that in no event shall the number of Securities which any Underwriter has agreed to purchase pursuant to Section 1 hereof be increased pursuant to this Section 9 by an amount in excess of one-ninth of such number of Securities without the written consent of such Underwriter. In the event of any such purchase, (a) the non-defaulting Underwriters or the

Company shall have the right to fix as a postponed Closing Date a date not exceeding four full business days after the date specified in Section 2 and (b) the respective number of Securities to be purchased by the non-defaulting Underwriters shall be taken as the basis of their respective underwriting obligations for all purposes of this Agreement. If any Underwriter or Underwriters shall fail or refuse to purchase Securities

and the aggregate number of Securities with respect to which such default occurs is more than one-tenth of the aggregate number of Securities then this Agreement shall terminate without liability on the part

of any non-defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, in their sole discretion, to purchase the Securities which such

defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth herein. In the event of any such termination, the Company shall not be under any liability to any Underwriter (except to the extent, if any,

provided in Section 4(i) hereof), nor shall any Underwriter (other than an Underwriter who shall have failed or refused to purchase the Securities without some reason sufficient to justify, in accordance with the terms hereof, its termination

of its obligations hereunder) be under any liability to the Company or any other Underwriter.

Nothing herein contained shall release any

defaulting Underwriter from its liability to the Company or any non-defaulting Underwriter for damages occasioned by its default hereunder.

10. Termination of Agreement by the Underwriters: This Agreement may be terminated at any time prior to the Closing Date by the

Representatives if, after the execution and delivery of this Agreement and prior to the Closing Date or the Option Closing Date, as applicable, in the Representatives’ reasonable judgment, the Underwriters’ ability to market the

Securities shall have been materially adversely affected because:

(i)

trading in securities on the Nasdaq Global Select Market shall have been generally suspended by the Commission

or by the Nasdaq Global Select Market or trading in the securities of the Company shall have been suspended by the Nasdaq Global Select Market, or

(ii)

there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a

national emergency or war or other national or international calamity or crisis, or

(iii)

a general banking moratorium shall have been declared by Federal or New York State authorities.

If the Representatives elects to terminate this Agreement, as provided in this Section 10, the Representatives

will promptly notify the Company and the Forward Sellers by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of

the Securities to the Underwriters as

herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be

liable to any Underwriter or Forward Seller or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in

Sections 4(h), 4(i) and 8 hereof) and the Underwriters and Forward Sellers shall be under no liability to the Company nor be under any liability under this Agreement to one another.

11. Notices: All notices hereunder shall, unless otherwise expressly provided, be in writing and be delivered at or mailed to the

following addresses or by telex or facsimile transmission confirmed in writing to the following addresses: if to the Underwriters, to the Representatives at BofA Securities, Inc., One Bryant Park, New York, New York 10036, Email:

dg.atm_execution@bofa.com, with a copy to Facsimile: (212) 230-8730, Attention: ECM Legal; Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, Attention: Michael Voris, Ryan Cunn,

Equity Capital Markets, Telephone: 212-902-4895, Facsimile: 212-291-5027, Email:

michael.voris@gs.com; ryan.cunn@gs.com; gs-reecm@ny.email.gs.com; Eq-derivs-notifications@am.ibd.gs.com; and Morgan Stanley & Co. LLC, 1585 Broadway, 6th Floor

, New York, New York 10036, Attention: Joel Carter, with a copy to the Legal Department, Email: Joannah.caneda@morganstanley.com; karleene.diaz@morganstanley.com; if to the Forward Purchasers, to Bank of America, N.A., Bank of America Tower at One

Bryant Park, 8th Fl., New York, New York 10036, Attention: Strategic Equity Solutions Group, Telephone: (646) 855-6770, Email: dg.issuer_derivatives_notices@bofa.com; Goldman Sachs & Co. LLC, 200 West

Street, New York, New York 10282, Attention: Michael Voris, Ryan Cunn, Equity Capital Markets, Telephone: 212-902-4895, Facsimile: 212-291-5027, Email: michael.voris@gs.com; ryan.cunn@gs.com; gs-reecm@ny.email.gs.com; Eq-derivs-notifications@am.ibd.gs.com and

Morgan Stanley & Co. LLC, 1585 Broadway, 6th Floor, New York, New York 10036, Attention: Joel Carter, Email: equitysolutions_notices@morganstanley.com; Eric.D.Wang@morganstanley.com; and, if to the Company, to American Electric Power

Company, Inc., c/o American Electric Power Service Corporation, 1 Riverside Plaza, Columbus, Ohio 43215, Attention: Treasurer (CorporateFinance@aep.com).

12. Parties in Interest: The agreement herein set forth has been and is made solely for the benefit of the Underwriters, the Forward

Sellers, the Company (including the directors thereof and such of the officers thereof as shall have signed the Registration Statement), the controlling persons, if any, referred to in Section 8 hereof, and their respective successors, assigns,

executors and administrators, and, except as expressly otherwise provided in Section 9 hereof, no other person shall acquire or have any right under or by the virtue of this Agreement. The Company acknowledges and agrees that in connection with

all aspects of each transaction contemplated by this Agreement, the Company and the Underwriters and the Forward Sellers have an arm’s length business relationship that creates no fiduciary duty on the part of any party and each expressly

disclaims any fiduciary relationship.

13. Recognition of the U.S. Special Resolution Regimes: In the event that any

Underwriter or Forward Seller that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter or Forward Seller of this Agreement, and any

interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws

of the United States or a state of the United States. In the event that any Underwriter or Forward Seller that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter or Forward Seller becomes subject to a proceeding under

a U.S. Special Resolution Regime, Default Rights (as defined below) under this Agreement that may be exercised against such Underwriter or Forward Seller are permitted to be exercised to no greater extent than such Default Rights could be exercised

under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be

interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §

382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of

(x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

14. Definition of Certain Terms: If there be two or more persons, firms or corporations named in Exhibit 1 hereto, the term

“Underwriters”, as used herein, shall be deemed to mean the several persons, firms or corporations, so named (including the Representatives herein mentioned, if so named) and any party or parties substituted pursuant to Section 9

hereof. All obligations of the Underwriters hereunder are several and not joint. If there shall be only one person, firm or corporation named in Exhibit 1 hereto, the term “Underwriters” and the term “Representatives”, as

used herein, shall mean such person, firm or corporation. The term “successors” as used in this Agreement shall not include any purchaser, as such purchaser, of any of the Securities from any of the respective Underwriters or Forward

Sellers. If there be two or more persons, firms or corporations listed as Forward Sellers in the preamble hereto, the term “Forward Sellers”, as used herein, shall be deemed to mean the several persons, firms or corporations, so named.

All obligations of the Forward Sellers hereunder are several and not joint. If there shall be only one person, firm or corporation listed as Forward Seller in the preamble hereto, the term “Forward Sellers”, as used herein, shall mean

such person, firm or corporation.

15. Conditions of the Company’s Obligations: The obligations of the Company hereunder are

subject to the Underwriters’ and Forward Sellers’ performance of their respective obligations hereunder, and the further condition that at the Closing Date and the Option Closing Date, as applicable, the Commission shall not have issued

a stop order with respect to the effectiveness of the Registration Statement.

16. Applicable Law: This Agreement will be governed

and construed in accordance with the laws of the State of New York.

17. Patriot Act: In accordance with the requirements of the

USA Patriot Act (Title DI of Pub. L.107—56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information and identifies their respective clients, including the Company, which information may

include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.

18. Execution of Counterparts; Electronic Signatures: This Agreement may be executed

in several counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same document. The words “execution,” “signed,” “signature,” “delivery,” and words

of like import in or relating to this Agreement or any document to be signed in connection with this Agreement shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the

same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated

hereunder by electronic means.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their

respective officers thereunto duly authorized, on the date first above written.

AMERICAN ELECTRIC POWER

COMPANY, INC.

By:

/s/ Matthew D. Fransen

Name:

Matthew D. Fransen

Title:

Treasurer

BOFA SECURITIES, INC.

Acting in its capacity as Forward Seller

By:

/s/ Fabrizio Wittenburg

Name:

Fabrizio Wittenburg

Title:

Managing Director

BANK OF AMERICA, N.A.

Acting in its capacity as Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement

By:

/s/ Eric Coghlin

Name:

Eric Coghlin

Title:

Managing Director

GOLDMAN SACHS & CO. LLC

Acting in its capacity as Forward Seller

By:

/s/ Skaaren Cosse

Name:

Skaaren Cosse

Title:

Managing Director

GOLDMAN SACHS & CO. LLC

Acting in its capacity as Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement

By:

/s/ Skaaren Cosse

Name:

Skaaren Cosse

Title:

Managing Director

MORGAN STANLEY & CO. LLC

Acting in its capacity as Forward Seller

By:

/s/ Daniel J. F. McCullough

Name:

Daniel J. F. McCullough

Title:

Executive Director

MORGAN STANLEY & CO. LLC

Acting in its capacity as Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement

By:

/s/ Ellen Weinstein

Name:

Ellen Weinstein

Title:

Managing Director

as Representatives

and on behalf of the Underwriters

named in Exhibit 1 hereto

BOFA SECURITIES, INC.

By:

/s/ Fabrizio Wittenburg

Name:

Fabrizio Wittenburg

Title:

Managing Director

GOLDMAN SACHS & CO. LLC

By:

/s/ Skaaren Cosse

Name:

Skaaren Cosse

Title:

Managing Director

MORGAN STANLEY & CO. LLC

By:

/s/ Daniel J. F. McCullough

Name:

Daniel J. F. McCullough

Title:

Executive Director

EXHIBIT 1

Underwriters

Number of

Initial

Securities

Maximum

Number of

Option

Securities to

Purchased

BofA Securities, Inc.

4,094,488

614,173

Goldman Sachs & Co. LLC

4,094,488

614,173

Morgan Stanley & Co. LLC

4,094,488

614,173

Barclays Capital Inc.

895,669

134,351

Citigroup Global Markets Inc.

895,669

134,351

J.P. Morgan Securities LLC

895,669

134,351

Mizuho Securities USA LLC

895,669

134,351

MUFG Securities Americas Inc.

895,669

134,351

Scotia Capital (USA) Inc.

895,669

134,351

Wells Fargo Securities, LLC

895,669

134,351

Guggenheim Securities, LLC

383,859

57,578

KeyBanc Capital Markets Inc.

383,859

57,578

RBC Capital Markets, LLC

383,859

57,578

TD Securities (USA) LLC

383,859

57,578

Truist Securities, Inc.

383,859

57,578

Total

20,472,442

3,070,866

Ex 1

EXHIBIT 2

PRICING DISCLOSURE PACKAGE

Prospectus dated November 24, 2025

Preliminary Prospectus Supplement dated May 12, 2026 (including documents incorporated by reference)

Pricing Information

a) Shares Offered: 20,472,442 shares of Common Stock (plus 3,070,866 Option Securities)

b) Price to Public: $127.00

Closing Date: May 14, 2026

Ex 2

EXHIBIT 3

Permitted Free Writing Prospectus

1) None.

Limited Use Free Writing Prospectus

1) None.

Written Testing-the-Waters Communication

1) Investor Presentation, dated May 11, 2026.

Ex 3

EXHIBIT 4

PERSONS SUBJECT TO LOCK-UP

Robert B. Berntsen

Douglas A. Cannon

Kate Dixon

Johannes G. Eckert

William J. Fehrman

Benjamin G. S. Fowke, III

Kelly J. Ferneau

Art A. Garcia

Greg B. Hall

Alicia R. Knapp

Sandra Beach Lin

Margaret M. McCarthy

Trevor I. Mihalik

Daryl Roberts

Joseph G. Sauvage

Daniel G. Stoddard

Sara Martinez Tucker

Phillip R. Ulrich

Lewis Von Thaer

Ex 4

EXHIBIT 5

FORM OF LOCK-UP AGREEMENT

AMERICAN ELECTRIC POWER COMPANY, INC.

Lock-Up Agreement

May __, 2026

BofA Securities, Inc.

One Bryant Park

New York, New York 10036

Goldman Sachs & Co. LLC

200 West Street

New York, New York 10282

Morgan Stanley & Co. LLC

1585 Broadway, 6th Floor

New York, New York 10036

As Representatives of the several Underwriters

Ladies and Gentlemen:

The undersigned

understands that the Representatives propose to enter into an Underwriting Agreement (the “Underwriting Agreement”), with American Electric Power Company, Inc., a New York corporation (the “Company”), providing for the

(i) sale by the Forward Counterparties and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock set forth in Exhibit 1 of the Underwriting Agreement and (ii) grant by the

Forward Counterparties to the Underwriters, in each case acting severally and not jointly, of the option described therein to purchase all or any part of the additional shares of Common Stock set forth in Exhibit 1 thereunder.

In order to induce you and the other Underwriters to enter into the Underwriting Agreement, the undersigned will not, without the prior

written consent of the Representatives, offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual

Ex 5-1

disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned), directly or indirectly, including the filing (or participation in the filing) of a

registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange

Act of 1934, as amended, (the “34 Act”) and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any shares of capital stock of the Company of which the undersigned is the beneficial

owner within the meaning of Rule 13d-3 under the 34 Act, or any securities convertible into or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such

transaction, for a period of 60 days after the date of this Lock-Up Agreement (the “Lock-Up Period”), other than (A) a transfer of any shares of capital

stock of the Company (i) as bona fide gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein or (ii) to any trust for the direct or indirect benefit of the undersigned or

the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided, further, that any such transfer shall not involve a disposition

for value, (B) (i) the establishment of a trading plan pursuant to Rule 10b5-1 under the 34 Act (a “10b5-1 Plan”) for the transfer of capital stock of

the Company, provided that such 10b5-1 Plan does not provide for a transfer during the Lock-Up Period and no public announcement or filing under the 34 Act or

otherwise regarding the establishment of such 10b5-1 Plan shall be required or voluntarily made by or on behalf of the undersigned or the Company or (ii) sales (including following the exercise of Company

stock options) made pursuant to a 10b5-1 Plan existing as of the date hereof (an “Existing 10b5-1 Plan”), in accordance with the terms of such Existing 10b5-1 Plan in existence as of the date hereof without any further amendment or modification, but only to the extent that any filing made pursuant to Section 16(a) under the 34 Act reporting any such sale made

pursuant to this exception shall indicate that the sale was made pursuant to the Existing 10b5-1 Plan, (C) sales of the undersigned’s shares held as of the date hereof through the Company’s

401(k) plan pursuant to portfolio balancing opportunities provided by the terms of such 401(k) plan, (D) the forfeiture, cancellation, withholding, surrender or delivery of the undersigned’s shares to satisfy any income, employment and/or

social security tax withholding and/or remittance obligations in connection with the vesting during the Lock-Up Period of any restricted stock unit, restricted shares, performance share unit or phantom shares,

provided that no filing under Section 16(a) of the 34 Act or other public announcement shall be required or shall be made voluntarily in connection with such forfeiture, cancellation, withholding, surrender or delivery, other than a

filing on Form 4, or (E) with the prior written consent of the Representatives on behalf of the Underwriters. For purposes of this Lock-Up Agreement, “immediate family” shall mean any

relationship by blood, marriage or adoption, not more remote than first cousin.

Ex 5-2

If for any reason the Underwriting Agreement shall be terminated prior to the Closing Date

(as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated simultaneously therewith.

The

undersigned understands that the Company and the Underwriters are relying on this Lock-Up Agreement in proceeding with the offering of the Common Stock. The undersigned understands that this Lock-Up Agreement is irrevocable and shall be binding on the undersigned’s heirs, legal representatives, successors and assigns.

This Lock-Up Agreement will be governed and construed in accordance with the laws of the State of New

York.

Yours very truly,

[Name of executive officer or director]

Ex 5-2

EX-5.1

Filename: d248447dex51.htm · Sequence: 3

EX-5.1

EXHIBIT 5.1

May 14, 2026

American Electric Power

Company, Inc.

1 Riverside Plaza

Columbus, Ohio 43215

Ladies and Gentlemen:

I am an employee of American Electric

Power Service Corporation, an affiliate of American Electric Power Company, Inc., a New York corporation (the “Company”), and have acted as counsel to the Company in connection with the offering of 23,543,308 shares (the

“Shares”) of common stock, par value $6.50 per share (the “Common Stock”), of the Company pursuant to (i) the Underwriting Agreement, dated May 12, 2026 (the “Underwriting Agreement”), among the Company

and BofA Securities, Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC., as representatives of the underwriters named therein, BofA Securities, Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC,

as forward sellers, and Bank of America, N.A., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as forward purchasers (the “Forward Purchasers”), and (ii) the “Forward Sale Agreements” meaning,

collectively (A) the forward sale agreement dated May 12, 2026, by and between the Company and Bank of America, N.A., (B) the forward sale agreement dated May 12, 2026, by and between the Company and Goldman Sachs & Co. LLC,

(C) the forward sale agreement dated May 12, 2026, by and between the Company and Morgan Stanley & Co. LLC, (D) the forward sale agreement dated May 13, 2026, by and between the Company and Bank of America, N.A., (E) the

forward sale agreement dated May 13, 2026, by and between the Company and Goldman Sachs & Co. LLC and (F) the forward sale agreement dated May 13, 2026, by and between the Company and Morgan Stanley & Co. LLC.

I have examined the Registration Statement and a form of the share certificate, and I also have examined the originals, or duplicates or certified or

conformed copies, of such records, agreements, instruments and other documents and have made such other and further investigations as I have deemed relevant and necessary in connection with the opinions expressed herein. As to questions of fact

material to this opinion, I have relied upon certificates of public officials and of officers and representatives of the Company.

In rendering the

opinions set forth below, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us

as duplicates or certified or conformed copies, and the authenticity of the originals of such latter documents.

Based upon the foregoing, and subject to

the qualifications and limitations stated herein, I am of the opinion that the Shares to be issued and sold by the Company to the Forward Purchasers pursuant to the Forward Sale Agreements have been duly authorized and reserved for issuance by the

Company and, when issued upon physical settlement or net stock settlement, as applicable, in accordance with the applicable Forward Sale Agreements, such Shares will be validly issued, fully paid

and non-assessable.

I hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Current Report on Form 8-K of the Company filed with the Securities and Exchange Commission in connection with the offer and sale of the Shares and the use of my name under the caption “Legal Matters” in the

prospectus supplement relating to the Shares forming a part of the Registration Statement on Form S-3 (File No. 333-291275) filed by the Company

with the Securities Exchange Commission under the Securities Act of 1933, as amended.

Very truly yours,

/s/ David C. House

David C. House

Senior Counsel

EX-10.1

Filename: d248447dex101.htm · Sequence: 4

EX-10.1

Exhibit 10.1

May 12, 2026

TO:

American Electric Power Company, Inc.

Riverside Plaza

Columbus, Ohio 43215-2373

Attention:

Treasurer

Telephone: (614) 716-2576

Email: mdfransen@aep.com

FROM:

Bank of America, N.A.

One Bryant Park, 8th Floor

New York, NY 10036 USA

Attention: Strategic Equity Solutions Group

Telephone: (646) 855-6770

E-mail: dg.issuer_Derivatives_Notices@bofa.com

RE:

Base Registered Forward Transaction

Dear Sirs,

The purpose of this

letter agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction entered into between Party A and Party B on the Trade Date specified below (the “Transaction”). This Confirmation

constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.

The definitions and provisions contained in the 2021 ISDA Interest Rate Derivatives Definitions (the

“2021 Definitions”) and the 2002 ISDA Equity Derivatives Definitions (the “2002 Definitions” and, together with the 2021 Definitions, the “Definitions”), each as published by the International

Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between the 2002 Definitions and the 2021 Definitions, the 2002 Definitions will govern. In the event of any inconsistency between

the Definitions and this Confirmation, this Confirmation will govern.

Each party further agrees that this Confirmation

together with the Agreement evidence a complete and binding agreement between Party A and Party B as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or

oral communications with respect thereto. This Confirmation shall supplement, form a part of and be subject to an agreement in the form of the ISDA 2002 Master Agreement (the “Agreement”) as if Party A and Party B had executed an

agreement in such form (but without any Schedule except for (a) the election of New York law (without regard to New York’s choice of laws doctrine other than Title 14 of Article 5 of the New York General Obligations Law (the

“General Obligations Law”)) as the governing law and US Dollars (“USD”) as the Termination Currency; (b) the election that the “Cross Default” provisions of Section 5(a)(vi) of the

Agreement shall apply to Party A and will apply to Party B as if (1) the “Threshold Amount” with respect to Party A were 3% of shareholders’ equity of Party A’s ultimate parent company as shown in its most recent audited

annual financial statement and the “Threshold Amount” with respect to Party B were $50,000,000, (2) the phrase “or becoming capable at such time of being declared” were deleted from clause (1) of such

Section 5(a)(vi) of the Agreement, (3) the following sentence shall be added to the end thereof: “Notwithstanding the foregoing, a default under subsection (2) hereof shall not constitute an Event of Default

if (i) the default was caused solely by error or omission of an administrative or operational nature; (ii) funds were available to enable the party to make the payment when due; and

(iii) the payment is made within three Local Business Days of such party’s receipt of written notice of its failure to pay.” and (4) the term “Specified Indebtedness” shall have the meaning specified in

Section 14 of the Agreement, except that such term shall not include obligations in respect of deposits received in the ordinary course of a party’s banking business; and (c) the elections set forth in this Confirmation). In the

event of any inconsistency between provisions of that Agreement and this Confirmation, this Confirmation will prevail for the purpose of the Transaction to which this Confirmation relates. The parties hereby agree that, other than the Transaction to

which this Confirmation relates and the Transaction to which the Additional Confirmation, if any relates, no other Transaction shall be governed by the Agreement. If there exists any ISDA Master Agreement between Party A or any of its Affiliates

(each, a “Party A Affiliate”) and Party B or any confirmation or other agreement between a Party A Affiliate and Party B pursuant to which an ISDA Master Agreement is deemed to exist between such Party A Affiliate and Party B,

then notwithstanding anything to the contrary in such ISDA Master Agreement, such confirmation or agreement or any other agreement to which Party A Affiliate and Party B are parties, the Transaction shall not be considered a Transaction under, or

otherwise governed by, such existing or deemed ISDA Master Agreement. Notwithstanding anything to the contrary in any other agreement between the parties, the Transaction shall not be a “Specified Transaction” (or similarly treated)

under any other agreement between the parties. For purposes of the 2002 Definitions, the Transaction is a Share Forward Transaction.

Party

A and Party B each represents to the other that it has entered into the Transaction in reliance upon such tax, accounting, regulatory, legal, and financial advice as it deems necessary and not upon any view expressed by the other.

The terms of the particular Transaction to which this Confirmation relates are as follows:

General Terms:

Party A:

Bank of America, N.A.

Party B:

American Electric Power Company, Inc.

Trade Date:

May 12, 2026

Effective Date:

May 14, 2026, or such later date on which the conditions set forth in Section 3 under the heading “Conditions to Effectiveness” below have been satisfied.

Buyer:

Party A

Seller:

Party B

Base Amount:

Initially, 6,824,148 Shares. On each Settlement Date, the Base Amount shall be reduced by the number of Settlement Shares for such Settlement Date.

Maturity Date:

The earlier of (i) May 31, 2028 (or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day) and (ii) the date on which the Base Amount is reduced to

zero.

Forward Price:

On the Effective Date, the Initial Forward Price, and on any other day, the Forward Price as of the immediately preceding calendar day, multiplied by the sum of (i) 1 and (ii) the Daily Rate for such day; provided

that on each Forward Price Reduction Date, the Forward Price in effect on such date shall be the Forward Price otherwise in effect on such date, minus the Forward Price Reduction Amount for such Forward Price Reduction Date.

Initial Forward Price:

$124.9680 per Share.

Daily Rate:

For any day, (i)(A) the Overnight Bank Rate for such day, minus (B) the Spread, divided by (ii) 365.

Overnight Bank Rate:

For any day, the rate set forth for such day opposite the caption “Overnight Bank Funding Rate”, as such rate is displayed on the page “OBFR01 <Index> <GO>” on the BLOOMBERG Professional Service,

or any successor page; provided that, if no rate appears on any day on such page, the rate for the immediately preceding day for which a rate does so appear shall be used for such day.

Spread:

0.75%

Prepayment:

Not Applicable.

Variable Obligation:

Not Applicable.

Forward Price Reduction Date:

Each date (other than the Trade Date) set forth on Schedule I under the heading “Forward Price Reduction Date.”

Forward Price Reduction Amount:

For each Forward Price Reduction Date, the Forward Price Reduction Amount set forth opposite such date on Schedule I.

The common stock of Party B (also referred to herein as the “Issuer”), with a par value of $6.50 per share (Ticker Symbol: “AEP”)

Exchange:

The Nasdaq Global Select Market.

Related Exchange(s):

All Exchanges.

Clearance System:

The Depository Trust Company.

Exchange Act:

The Securities Exchange Act of 1934, as amended from time to time.

Securities Act:

The Securities Act of 1933, as amended from time to time.

Settlement Terms:

Settlement Date:

Any Scheduled Trading Day following the Effective Date and up to and including the Maturity Date, as designated by (a) Party A pursuant to “Termination Settlement” below or (b) Party B in a written notice (a

“Settlement Notice”) that satisfies the Settlement Notice Requirements and is delivered to Party A

at least (i) two Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Date, if Physical Settlement applies, and (ii) 150 Scheduled Trading Days (or such other period of time as agreed between Party A

and Party B) prior to such Settlement Date, which may be the Maturity Date, if Cash Settlement or Net Share Settlement applies; provided that (i) the Maturity Date shall be a Settlement Date if on such date the Base Amount is greater

than zero, (ii) if Physical Settlement or Net Share Settlement applies and a Settlement Date specified above (including a Settlement Date occurring on the Maturity Date) is not a Clearance System Business Day, the Settlement Date shall be the

next following Clearance System Business Day and (iii) if Cash Settlement or Net Share Settlement applies and Party A shall have fully unwound its hedge during the related Unwind Period with respect to the relevant Settlement Shares by a date

that is more than two Scheduled Trading Days prior to a Settlement Date specified above, Party A may, by written notice to Party B, specify any Scheduled Trading Day prior to such originally specified Settlement Date as the Settlement

Date.

Settlement Shares:

With respect to any Settlement Date, a number of Shares, not to exceed the Base Amount, designated as such by Party B in the related Settlement Notice or by Party A pursuant to “Termination Settlement” below;

provided that on the Maturity Date the number of Settlement Shares shall be equal to the Base Amount on such date.

Settlement Method:

Physical Settlement, Cash Settlement or Net Share Settlement, at the election of Party B as set forth in a Settlement Notice delivered on or after the Effective Date that satisfies the Settlement Notice Requirements; provided

that Physical Settlement shall apply (i) if no other Settlement Method is validly elected, (ii) with respect to any Settlement Shares in respect of which Party A is unable, in its good faith and commercially reasonable judgment, to unwind

its hedge for the Transaction by the end of the Unwind Period in a manner that, in the good faith and commercially reasonable judgment of Party A based upon the advice of counsel, is consistent with the requirements for qualifying for the safe

harbor provided by Rule 10b-18 under the Exchange Act or due to the occurrence of Disrupted Days or to the lack of sufficient liquidity in the Shares on any Exchange Business Day during the Unwind Period

relative to the liquidity on the Effective Date or (iii) to any Termination Settlement Date (as defined below under “Termination Settlement”). For the avoidance of doubt, during any Unwind Period, Party B may elect Physical

Settlement (as described above) in respect of any Shares that are not Settlement Shares for the Cash Settlement or Net Share Settlement, as the case may be, to which such Unwind Period

relates.

Settlement Notice

Requirements:

Notwithstanding any other provision hereof, a Settlement Notice delivered by Party B that specifies Cash Settlement or Net Share Settlement will not be effective to establish a Settlement Date or require Cash Settlement or Net Share

Settlement unless such Settlement Notice includes a representation by Party B substantially in the following form: “As of the date of this Settlement Notice, Party B (A) is not aware of any material nonpublic information concerning itself

or the Shares, (B) has made each of the filings under the Securities Act, the Exchange Act and other applicable securities laws which are required to be filed by it and, when considered as a whole (with the more recent such filings deemed

to amend inconsistent statements contained in any earlier such filings), such filings contain no misstatement of material fact or omission of a material fact required to be stated therein or necessary to make the statements made therein, in the

light of the circumstances under which they were made, not misleading and (C) is not electing Cash Settlement or Net Share Settlement, as the case may be, to create actual or apparent trading activity in the Shares (or any security convertible

into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any such security) or otherwise as part of a plan or scheme to evade compliance with the federal securities laws.”

Unwind Period:

Each Exchange Business Day during the period from and including the first Exchange Business Day following the date Party B validly elects Cash Settlement or Net Share Settlement in respect of a Settlement Date through and including

the first Scheduled Trading Day preceding such Settlement Date (or the immediately preceding Exchange Business Day if such Scheduled Trading Day is not an Exchange Business Day and excluding any Disrupted Day); subject to “Termination

Settlement” below. If any Exchange Business Day during an Unwind Period is a Disrupted Day, the Calculation Agent shall make commercially reasonable adjustments to the terms of the Transaction (including, without limitation, the Cash

Settlement Amount, the number of Net Share Settlement Shares and the 10b-18 VWAP) to account for the occurrence of such Disrupted Day.

Market Disruption Event:

Section 6.3(a)(ii) of the 2002 Definitions is hereby amended by replacing clause (ii) in its entirety with “(ii) an Exchange Disruption, or” and inserting immediately following clause (iii) the phrase

“; in each case that the Calculation Agent reasonably determines is material.”

Physical Settlement:

On any Settlement Date in respect of which Physical Settlement applies, Party B shall deliver to Party A through the Clearance System the Settlement Shares in respect of which Physical Settlement applies for such Settlement Date,

and following such delivery Party A shall pay to Party B, by wire transfer of immediately available funds to an account designated by Party B, an amount in cash equal to the Physical Settlement Amount for such Settlement Date. If, on any Settlement

Date, the Shares to be delivered by Party B to Party A hereunder are not so delivered (the “Deferred Shares”), and a Forward Price

Reduction Date occurs during the period from, and including, such Settlement Date to, but excluding, the date such Shares are actually delivered to Party A, then the portion of the Physical Settlement Amount payable by Party A to

Party B in respect of the Deferred Shares shall be reduced by an amount equal to the Forward Price Reduction Amount for such Forward Price Reduction Date, multiplied by the number of Deferred Shares. For the avoidance of doubt, no Forward

Price Reduction Amount for a Forward Price Reduction Date shall be applied to reduce the Forward Price more than once.

Physical Settlement Amount:

For any Settlement Date in respect of which Physical Settlement applies, an amount in cash equal to the product of (i) the Forward Price on such Settlement Date and (ii) the number of Settlement Shares in respect of which

Physical Settlement applies for such Settlement Date.

Cash Settlement:

On any Settlement Date in respect of which Cash Settlement applies to any Settlement Shares, if the Cash Settlement Amount for such Settlement Date is a positive number, Party A will pay such Cash Settlement Amount to Party B. If

the Cash Settlement Amount is a negative number, Party B will pay the absolute value of such Cash Settlement Amount to Party A. Such amounts shall be paid on the Settlement Date.

Cash Settlement Amount:

An amount determined by the Calculation Agent equal to:

(a) (i)(A) the weighted average (weighted on the same basis as clause (B) of this paragraph) of the Forward Prices on each day during the applicable Unwind Period (calculated assuming no reduction to the Forward Price for any

Forward Price Reduction Date that occurs during such Unwind Period, which is accounted for in clause (b) below), minus USD 0.02, minus (B) the weighted average of the 10b-18 VWAP

prices per Share on each Exchange Business Day (the “Average Unwind 10b-18 VWAP”) on which Party A purchases Shares, in a commercially reasonable manner, during the Unwind Period to unwind

its commercially reasonable hedge with respect to the portion of the Base Amount to be settled during the Unwind Period (including, for the avoidance of doubt, purchases on any Disrupted Day in part), taking into account Shares anticipated to be

delivered or received if Net Share Settlement applies, and the restrictions of Rule 10b-18 agreed to hereunder, multiplied by (ii) the Settlement Shares for the relevant Settlement Date;

minus

(b) the product of (i) the Forward Price Reduction Amount for any Forward Price Reduction Date that occurs during such Unwind Period and (ii) the number of Settlement Shares for such Settlement Date with respect to which

Party A has not unwound its hedge as of such Forward Price Reduction Date.

Net Share Settlement:

On any Settlement Date in respect of which Net Share Settlement applies to any Settlement Shares, if the Cash Settlement Amount is a (i) positive number, Party A shall deliver to Party B a number of Shares equal to the Net

Share Settlement Shares, or (ii) negative number, Party B shall deliver to Party A a number of Shares equal to the Net Share Settlement Shares; provided that if Party A determines in its good faith and commercially reasonable judgment

that it would be required to deliver Net Share Settlement Shares to Party B, Party A may elect to deliver a portion of such Net Share Settlement Shares on one or more dates prior to the applicable Settlement Date.

Net Share Settlement Shares:

For any Settlement Date in respect of which Net Share Settlement applies to any Settlement Shares, a number of Shares equal to the absolute value of the Cash Settlement Amount divided by the Average Unwind 10b-18 VWAP, with the number of Shares rounded up in the event such calculation results in a fractional number of Shares.

10b-18 VWAP:

For any Exchange Business Day during the Unwind Period, the volume-weighted average price at which the Shares trade as reported in the composite transactions for the Exchange on such Exchange Business Day, excluding (i) trades

that do not settle regular way, (ii) opening (regular way) reported trades on the Exchange on such Exchange Business Day, (iii) trades that occur in the last ten minutes before the scheduled close of trading on the Exchange on such

Exchange Business Day and ten minutes before the scheduled close of the primary trading session in the market where the trade is effected, and (iv) trades on such Exchange Business Day that do not satisfy the requirements of Rule 10b-18(b)(3), as determined in good faith by the Calculation Agent. Party B acknowledges that Party A may refer to the Bloomberg Page “AEP <Equity> AQR SEC” (or any successor thereto), in its

discretion, for such Exchange Business Day to determine the 10b-18 VWAP.

Settlement Currency:

USD.

Other Applicable Provisions:

To the extent Party A or Party B is obligated to deliver Shares hereunder, the provisions of Sections 9.2 (last sentence only), 9.4, 9.8, 9.9, 9.10 and 9.11 of the 2002 Definitions will be applicable as if “Physical

Settlement” applied to the Transaction; provided that, in such case, with respect to any delivery of Shares by Party A, the Representation and Agreement contained in Section 9.11 of the Equity Definitions shall be modified by

excluding any representations therein relating to restrictions, obligations, limitations or requirements under applicable securities laws that exist as a result of the fact that Party B is the issuer of the Shares.

Failure to Deliver:

Inapplicable.

Adjustments:

Potential Adjustment Event:

The definition of “Potential Adjustment Event” in Section 11.2(e) of the 2002 Definitions shall not include clause (iii) thereof for purposes of the Transaction.

Notwithstanding Section 11.2(e) of the 2002 Definitions, the following repurchases of Shares (if applicable) shall not be considered to be a Potential Adjustment Event:

(i) Shares withheld from employees of Party B or its Affiliates to pay certain withholding taxes upon the vesting of Share awards granted to such employees under compensation or benefit plans of Party B;

(ii) Shares purchased in connection with the reinvestment of dividends by recipients of Share awards under Party B’s compensation or benefit plans;

(iii) Shares purchased in connection with the operation of Party B’s 401(k) plans or dividend reinvestment and direct stock purchase plans;

(iv) Shares purchased by Party B to offset any shareholder dilution arising from the exercise of options to purchase Shares; and

(v) Shares purchased by Party B in connection with the issuance and/or delivery of Shares to directors under director compensation programs.

Notwithstanding Section 11.2(e) of the 2002 Definitions, the following shall not be considered to be a Potential Adjustment Event:

(i) any issuance of Shares by Party B to employees, officers and directors of Party B, including pursuant to compensation programs;

(ii) any issuance of Shares pursuant to Party B’s dividend reinvestment and direct stock purchase plans;

(iii) any issuance of any convertible securities by Party B (other than any issuance as described in Section 11.2(e)(i) or (ii) of the 2002 Definitions), even if such securities are convertible into Shares;

(iv) the issuance of any Shares as a result of the conversion of any convertible securities issued by Party B as described in clause (iii) above; and

(v) the issuance of any Shares upon the settlement of outstanding restricted stock unit or performance share awards.

Method of Adjustment:

Calculation Agent Adjustment.

Additional Adjustment:

If at any time, in Party A’s good faith and commercially reasonable judgment, the stock loan fee to Party A (or an Affiliate thereof), excluding the federal funds rate (or other interest rate) component payable by the relevant

stock lender to Party A or such Affiliate (the “Stock Loan Fee”), over any one month period (or, in respect of any day from, and including, the Trade Date to, but excluding, the date that is one month following the Trade Date,

over the period of days as have elapsed from, and including, the Trade Date to, and including, such day) of borrowing a number of Shares equal to the Base Amount to hedge in a commercially reasonable manner its exposure to the Transaction exceeds a

weighted average rate equal to 25 basis points per annum, the Calculation Agent shall reduce the Forward Price in order to compensate Party A for the amount by which the Stock Loan Fee exceeded a weighted average rate equal to 25 basis points per

annum during such period.

The Calculation Agent shall notify Party B in writing prior to making any such adjustment to the Forward Price and, upon the request of Party B, Party A shall provide an itemized list in reasonable detail of the Stock Loan Fees for

the applicable one month period (including any quotations, market data or information from external sources used by Party A in developing such list, but without disclosing its proprietary models or other information that is subject to contractual,

legal or regulatory obligations to not disclose such information).

Extraordinary Events:

In lieu of the applicable provisions contained in Article 12 of the 2002 Definitions, the consequences of any applicable Extraordinary Event (including, for the avoidance of doubt, any Nationalization, Insolvency, Delisting, or

Change in Law), shall be as specified below under the headings “Acceleration Events” and “Termination Settlement”. Notwithstanding anything to the contrary herein or in the Equity Definitions, no Additional Disruption Event

will be applicable except to the extent expressly referenced under the heading “Acceleration Events” below. The definition of “Tender Offer” in Section 12.1(d) of the Equity Definitions is hereby amended by replacing

“10%” with “20%.”

Hedging Party:

Party A or an affiliate of Party A that is involved in the hedging of the Transaction.

Non-Reliance:

Applicable

Additional Acknowledgments:

Applicable

Agreements and Acknowledgments Regarding Hedging Activities:

Applicable

Calculation Agent:

Party A, unless an Event of Default under Section 5(a)(vii) of the Agreement has occurred and is continuing with respect to Party A, in which case Party B shall have the right to designate a recognized dealer for so long as

such Event of Default continues in the relevant derivatives market to replace Party A

as Calculation Agent. Notwithstanding anything to the contrary in the Agreement, the Equity Definitions or this Confirmation, whenever Party A, acting as any of the Calculation Agent or Hedging Party, is required to act or to

exercise judgment or discretion in any way with respect to the Transaction hereunder (including, without limitation, by making calculations, adjustments or determinations with respect to the Transaction), it will do so in good faith and in a

commercially reasonable manner.

Party A shall, within five (5) Exchange Business Days of a written request by Party B, provide a written explanation of any judgment, calculation, adjustment or determination made by Party A, as to the Transaction, in its

capacity as Calculation Agent or Hedging Party, including, where applicable, a description of the methodology and the basis for such judgment, calculation, adjustment or determination in reasonable detail, it being agreed and understood that Party A

shall not be obligated to disclose any confidential or proprietary models or other information that Party A believes to be confidential, proprietary or subject to contractual, legal or regulatory obligations not to disclose such information, in each

case, used by it for such judgment, calculation, adjustment or determination.

Account Details:

Payments to Party A:

To be advised under separate cover or telephone confirmed prior to each Settlement Date.

Payments to Party B:

To be advised under separate cover or telephone confirmed prior to each Settlement Date.

Delivery of Shares to Party A:

To be advised.

Delivery of Shares to Party B:

To be advised.

Other Provisions:

Conditions to Effectiveness:

The effectiveness of this Confirmation on the Effective Date shall be subject to (i) the condition that the representations and

warranties of Party B contained in the Underwriting Agreement dated the date hereof among Party B and BofA Securities, Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC as Representatives of the several Underwriters (the

“Underwriting Agreement”) and any certificate delivered pursuant thereto by Party B are true and correct or, as provided in the Underwriting Agreement or such certificate, true and correct in all material respects, on the

Effective Date as if made as of the Effective Date, (ii) the condition that Party B has performed all of the obligations required to be performed by it under the Underwriting Agreement on or prior to the Effective Date, (iii) the condition

that Party B has delivered to Party A an opinion of counsel dated as of the Effective Date with respect to matters set forth in Section 3(a) of the Agreement, (iv) the satisfaction of all of the conditions set forth in Section 3 of

the Underwriting Agreement, (v) the condition that the Underwriting Agreement shall not have been terminated pursuant to Section 10 thereof and (vi) the condition that neither of the following has occurred: (A) in Party A’s

good faith and commercially reasonable judgment, Party A (or its Affiliate) is unable to borrow and deliver for sale a number of Shares equal to the Base Amount, or (B) in Party A’s

good faith and commercially reasonable judgment Party A (or its Affiliate) would incur a Stock Loan Fee of more than a rate equal to 200 basis points per annum to do so (in which event this

Confirmation shall be effective but the Base Amount for the Transaction shall be the number of Shares Party A (or an Affiliate thereof) is required to deliver in accordance with Section 1(e) of the Underwriting Agreement). Party B’s

obligations hereunder shall be subject to the condition precedent that Party A and each Affiliate of Party A that is an Underwriter (as such term is defined in the Underwriting Agreement) shall have performed, on or prior to the Effective Date, all

of the obligations required to be performed by it prior to the Effective Date under the Underwriting Agreement.

Representations and

Agreements of the Parties:

Each of Party A and Party B represents, warrants and covenants that it:

(a)(i) has such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of entering

into the Transaction; (ii) has consulted with its own legal, financial, accounting and tax advisors in connection with the Transaction; and (iii) is entering into the Transaction for a bona fide business purpose;

(b) is not and has not been the subject of any civil proceeding of a judicial or administrative body of competent jurisdiction that could

reasonably be expected to impair materially its ability to perform its obligations hereunder; and

York Business Day notify the other party upon obtaining knowledge of the occurrence of any event that would constitute an Event of Default or a Potential Event of Default in respect of which it is the Defaulting Party.

Additional Representations, Warranties and Agreements of Party B: Party B hereby represents and warrants to, and agrees with, Party A as

of the date hereof that:

(a)

Any Shares, when issued and delivered in accordance with the terms of the Transaction, will be duly authorized

and validly issued, fully paid and nonassessable, and the issuance thereof will not be subject to any preemptive or similar rights.

(b)

Party B has reserved and will keep available at all times, free from preemptive rights, out of its authorized

but unissued Shares, solely for the purpose of issuance upon settlement of the Transaction as herein provided, the full number of Shares as shall be issuable at such time upon settlement of the Transaction (assuming Physical Settlement applies). All

Shares so issuable shall, upon such issuance, be accepted for listing or quotation on the Exchange.

(c)

Party B agrees to provide Party A at least three Exchange Business Days’ written notice (an

“Issuer Repurchase Notice”) prior to executing any repurchase of Shares by Party B or any of its subsidiaries (or entering into any contract that would require, or give the option to, Party B or any of its subsidiaries, to

purchase or repurchase Shares), whether out of profits or capital or whether the consideration for such repurchase is cash, securities or otherwise (an “Issuer Repurchase”), that alone or in the aggregate would result in the Base

Amount Percentage (as defined below) being (i) equal to or greater than 8.0% of the outstanding Shares and (ii) greater by 0.5% or more than the Base Amount Percentage at the time of the immediately preceding Issuer Repurchase Notice (or

in the case of the first such Issuer Repurchase Notice, greater than the Base Amount Percentage as of the later of the date hereof or the immediately preceding Settlement Date, if any). The “Base Amount Percentage” as of any day

is the fraction (1) the numerator of which is the Base Amount and (2) the denominator of which is the number of Shares outstanding on such day.

(d)

No filing with, or approval, authorization, consent, license, registration, qualification, order or decree of,

any court or governmental authority or agency, domestic or foreign, is necessary or required for the execution, delivery and performance by Party B of this Confirmation and the consummation of the Transaction (including, without limitation, the

issuance and delivery of Shares on any Settlement Date) except (i) such as have been obtained under the Securities Act, and (ii) as may be required to be obtained under state securities laws.

(e)

Party B agrees not to make any Issuer Repurchase if, immediately following such Issuer Repurchase, the Base

Amount Percentage would be equal to or greater than 9.0%.

(f)

Party B is not insolvent, nor will Party B be rendered insolvent as a result of the Transaction.

(g)

Neither Party B nor any of its Affiliates shall take or refrain from taking any action (including, without

limitation, any direct purchases by Party B or any of its Affiliates or any purchases by a party to a derivative transaction with Party B or any of its Affiliates), either under this Confirmation, under an agreement with another party or otherwise,

that Party B reasonably believes would cause any purchases of Shares by Party A or any of its Affiliates in connection with any Cash Settlement or Net Share Settlement of the Transaction not to meet the requirements of the safe harbor provided by

Rule 10b-18 under the Exchange Act if such purchases were made by Party B.

(h)

Party B will not engage in any “distribution” (as defined in Regulation M under the Exchange Act

(“Regulation M”)) that would cause a “restricted period” (as defined in Regulation M) to occur during any Unwind Period.

(i)

Party B is an “eligible contract participant” (as such term is defined in Section 1a(18) of

the Commodity Exchange Act, as amended).

(j)

Party B (i) is capable of evaluating investment risks independently, both in general and with regard to

all transactions and investment strategies involving a security or securities; (ii) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the

broker-dealer in writing; and (iii) has total assets of at least $50 million as of the date hereof.

(k)

Party B acknowledges and agrees that:

(i)

during the term of the Transaction, Party A and its Affiliates may buy or sell Shares or other securities or

buy or sell options or futures contracts or enter into swaps or other derivative securities in order to establish, adjust or unwind its hedge position with respect to the Transaction;

(ii)

Party A and its Affiliates may also be active in the market for the Shares and Share-linked transactions other

than in connection with hedging activities in relation to the Transaction;

(iii)

Party A shall make its own determination as to whether, when or in what manner any hedging or market activities

in Party B’s securities shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the Forward Price and the 10b-18 VWAP;

(iv)

any market activities of Party A and its Affiliates with respect to the Shares may affect the market price and

volatility of the Shares, as well as the Forward Price and 10b-18 VWAP, each in a manner that may be adverse to Party B; and

(v)

the Transaction is a derivatives transaction in which it has granted Party A the right, under certain

circumstances, to receive cash or Shares, as the case may be; Party A may purchase Shares for its own account at an average price that may be greater than, or less than, the effective price paid by Party B under the terms of the Transaction.

(l)

Party B will notify Party A promptly upon obtaining knowledge of the occurrence of any event that would

constitute a Potential Adjustment Event (other than any Potential Adjustment Event set forth in clause (v) or clause (vii) of Section 11.2(e) of the Equity Definitions); provided that should Party B be in possession of material

non-public information regarding Party B, Party B shall not communicate such information to Party A.

(m)

In addition to any other requirements set forth herein, Party B agrees not to elect Cash Settlement or Net

Share Settlement if, in the good faith reasonable judgment of either Party B or Party A (previously notified in writing to Party B), such settlement or Party A’s related market activity would result in a violation of the U.S. federal

securities laws or any other federal or state law or regulation applicable to Party B.

(n)

Party B agrees and acknowledges that the Transaction is being entered into in accordance with the

October 9, 2003 interpretive letter from the staff of the Securities and Exchange Commission to Goldman, Sachs & Co. (the “Interpretive Letter”). In addition, Party B represents that it is eligible to conduct a

primary offering of Shares on Form S-3, that the offering contemplated by the Underwriting Agreement complies with Rule 415 under the Securities Act and that the Shares are “actively traded” as

defined in Rule 101(c)(1) of Regulation M.

(o)

Party B shall, at least one day prior to the first day of any Unwind Period, notify Party A of the total number

of Shares purchased in Rule 10b-18 purchases of blocks pursuant to the once-a-week block exception contained in Rule 10b-18(b)(4) by or for Party B or any of its affiliated purchasers during each of the four calendar weeks preceding the first day of the Unwind Period and during the calendar week in which the first day of the

Unwind Period occurs (“Rule 10b-18 purchase”, “blocks” and “affiliated purchaser” each being used as defined in Rule 10b-18). Party B

agrees to take all actions, and to omit to take any actions, reasonably requested by Party A (based on advice of counsel) for this Transaction to comply with the terms of the Interpretive Letter. Without limiting the foregoing, Party B agrees that

neither it nor any “affiliated purchaser” (as defined in Regulation M) will, directly or indirectly, bid for, purchase or attempt to induce any person to bid for or purchase, the Shares or securities that are convertible into, or

exchangeable or exercisable for, Shares during any “restricted period” as such term is defined in Regulation M.

(p)

During any Unwind Period, Party B shall (a) notify Party A prior to the opening of trading in the Shares

on any day on which Party B makes, or expects to be made, any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition or similar transaction involving a recapitalization relating to Party B (other than any

such transaction in which the consideration consists solely of cash and there is no valuation period), (b) promptly notify Party A following any such announcement that such announcement has been made and (c) promptly deliver to Party A

following the making of any such announcement information indicating (A) Party B’s average daily Rule 10b-18 purchases (as defined in Rule 10b-18) during the

three full calendar months preceding the date of the announcement of such transaction and (B) Party B’s block purchases (as defined in Rule 10b-18) effected pursuant to paragraph (b)(4) of Rule 10b-18 during the three full calendar months preceding the date of the announcement of such transaction. In addition, Party B shall promptly notify Party A of the earlier to occur of the completion of such

transaction and the completion of the vote by target shareholders.

(q)

Party B repeats and reaffirms as of the date hereof each of its representations and warranties contained in the

Underwriting Agreement. Party B hereby agrees to comply with its covenants contained in the Underwriting Agreement as if such covenants were made in favor of Party A.

(r)

Party B is not aware of any material nonpublic information with respect to Party B or the Shares as of the date

hereof.

(s)

Party B is not, and after giving effect to the transactions contemplated hereby will not be, required to

(t)

Neither the certificate of incorporation nor the bylaws of Party B contain any limitation on ownership of the

Shares that would give rise to any reporting, consent, registration or other requirement (including any requirement to obtain prior approval from any person or entity).

(u)

Without limiting the generality of Section 13.1 of the Equity Definitions, Party B acknowledges that Party

A is not making any representations or warranties or taking any position or expressing any view with respect to the treatment of this Transaction under any accounting standards including ASC Topic 260, Earnings Per Share, ASC Topic 815, Derivatives

and Hedging, or ASC Topic 480, Distinguishing Liabilities from Equity and ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity (or any successor issue statements) or under

FASB’s Liabilities & Equity Project.

Covenant of Party B:

Subject to the provisions of “Private Placement Procedures” below, the parties acknowledge and agree that any Shares delivered by

Party B to Party A on any Settlement Date will be newly issued Shares and when delivered by Party A (or an Affiliate of Party A) to securities lenders from whom Party A (or an Affiliate of Party A) borrowed Shares in connection with hedging its

exposure to the Transaction will be freely saleable without further registration or other restrictions under the Securities Act, in the hands of those securities lenders, irrespective of whether such stock loan is effected by Party A or an Affiliate

of Party A (provided that such Shares may be subject to resale restrictions if the status of any such securities lender would cause any such resale restrictions to apply by virtue of its share ownership in Party B, status as an

“Affiliate” of Party B or otherwise). Accordingly, subject to the provisions of “Private Placement Procedures” below, Party B agrees that the Shares that it delivers to Party A on each Settlement Date will not bear a

restrictive legend and that such Shares will be deposited in, and the delivery thereof shall be effected through the facilities of, the Clearance System.

Covenants of Party A:

(a)

Unless the provisions set forth below under “Private Placement Procedures” shall be applicable,

Party A shall use any Shares delivered by Party B to Party A on any Settlement Date to return to securities lenders to close out open Share loans created by Party A or an Affiliate of Party A in the course of Party A’s or such

Affiliate’s hedging activities related to Party A’s exposure under this Confirmation.

(b)

In connection with bids and purchases of Shares in connection with any Cash Settlement or Net Share Settlement

of the Transaction, Party A shall use its commercially reasonable efforts to conduct its activities, or cause its Affiliates to conduct their activities, in a manner consistent with the requirements of the safe harbor provided by Rule 10b-18 under the Exchange Act, as if such provisions were applicable to such purchases.

(c)

Party A hereby represents and warrants to Party B that it has implemented policies and procedures, taking into

consideration the nature of its business, reasonably designed to ensure that individuals conducting hedging activity related to the Transaction do not have access to material non-public information regarding

the Issuer or the Shares.

Insolvency Filing:

Notwithstanding anything to the contrary herein, in the Agreement or in the Definitions, upon any Insolvency Filing in respect of the Issuer,

the Transaction shall automatically terminate on the date thereof without further liability of either party to this Confirmation to the other party (except for any liability in respect of any breach of representation or covenant by a party under

this Confirmation prior to the date of such Insolvency Filing).

Extraordinary Dividends:

If an ex-dividend date for an Extraordinary Dividend occurs on or after the Trade Date and on or prior

to the Maturity Date (or, if later, the last date on which Shares are delivered by Party B to Party A in settlement of the Transaction), Party B shall pay an amount, as determined by the Calculation Agent, in cash equal to the product of such

Extraordinary Dividend and the Base Amount to Party A on the earlier of (i) the date on which such Extraordinary Dividend is paid by the Issuer to holders of record of the Shares or (ii) the Maturity Date. “Extraordinary

Dividend” means the per Share amount of any cash dividend or distribution declared by the Issuer with respect to the Shares that is specified by the board of directors of the Issuer as an “extraordinary” dividend.

Acceleration Events:

The

following events shall each constitute an “Acceleration Event”:

(a)

Stock Borrow Events. In Party A’s good faith commercially reasonable judgment Party A (or its

Affiliate) is unable, after using commercially reasonable efforts, to hedge Party A’s exposure to the Transaction because (i) of the lack of sufficient Shares being made available for Share borrowing by lenders, or (ii) Party A (or

an Affiliate of Party A) would incur a Stock Loan Fee to hedge its exposure to the Transaction that is greater than a rate equal to 200 basis points per annum (each, a “Stock Borrow Event”);

(b)

Dividends and Other Distributions. On any day occurring after the Trade Date Party B declares a

distribution, issue or dividend to existing holders of the Shares of (i) any cash dividend (other than an Extraordinary Dividend) to the extent all cash dividends having an ex-dividend date during the

period from and including any Forward Price Reduction Date (with the Trade Date being a Forward Price Reduction Date for purposes of this clause (b) only) to but excluding the next subsequent Forward Price Reduction Date exceeds, on a per Share

basis, the Forward Price Reduction Amount set forth opposite the first date of any such period on Schedule I or (ii) share capital or securities of another issuer acquired or owned (directly or indirectly) by Party B as a result of a spin-off or other similar transaction or (iii) any other type of securities (other than Shares), rights or warrants or other assets, for payment (cash or other consideration) at less than the prevailing market

price as reasonably determined by Party A; provided that, to the extent the declaration of a distribution, issue or dividend contemplated by this paragraph (b) would also be considered to be the type of event to which Calculation Agent

Adjustment would apply as specified under “Adjustments—Method of Adjustment” above, the provisions of this paragraph (b) will apply and Calculation Agent Adjustment shall not apply;

(c)

ISDA Early Termination Date. Party A has the right to designate an Early Termination Date pursuant to

Section 6 of the Agreement;

(d)

Other ISDA Events. The public announcement of any event that if consummated, would result in an

Extraordinary Event or the occurrence of any Change in Law or a Delisting; provided that in case of a Delisting, in addition to the provisions of Section 12.6(a)(iii) of the 2002 Definitions, it will also constitute a Delisting if the

Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New

York Stock Exchange, the NASDAQ Global Select Market or the NASDAQ Global Market (or their respective successors); and provided further that the definition of “Change in Law” provided in Section 12.9(a)(ii) of the 2002

Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation” and (ii) replacing the

parenthetical beginning after the word “regulation” in the second line thereof with the words “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption, effectiveness or promulgation

of new regulations authorized or mandated by existing statute)”; or

(e)

Ownership Event. In the good faith reasonable judgment of Party A, on any day, the Share Amount for such

day exceeds the Post-Effective Limit for such day (if any applies) (an “Ownership Event”).

For

purposes of clause (e) above, the “Share Amount” as of any day is the number of Shares that Party A and any of its Affiliates and any person whose ownership position would be aggregated with that of Party A, including any

“group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part (Party A or any such person or group, a “Party A Person”) under any law, rule, regulation,

regulatory order or organizational documents or contracts of Party B that are, in each case, applicable to ownership of Shares, (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power

to vote or otherwise meets a relevant definition of ownership of under any Applicable Restriction, as determined by Party A in its good faith reasonable discretion. The “Post-Effective Limit” means a number of Shares equal to

(x) the minimum number of Shares that would give rise to reporting or registration obligations (other than any filing under Section 13 of the Exchange Act and the rules and regulations thereunder, in each case, as in effect on the Trade

Date) or other requirements (including obtaining prior approval from any person or entity) of a Party A Person, or would result in an adverse effect on a Party A Person, under any Applicable Restriction, as determined by Party A in its good faith

reasonable discretion (it being understood that reporting obligations under Section 13 of the Exchange Act and the rules and regulations thereunder, in each case, as in effect on the Trade Date, will not be deemed to have an adverse effect),

minus (y) 1.0% of the number of Shares outstanding.

Termination Settlement:

Upon the occurrence of any Acceleration Event, Party A shall have the right to designate, upon at least one Scheduled Trading Day’s

notice, any Scheduled Trading Day following such occurrence to be a Settlement Date hereunder (a “Termination Settlement Date”) to which Physical Settlement shall apply, and to select the number of Settlement Shares relating to

such Termination Settlement Date; provided that (i) in the case of an Acceleration Event arising out of an Ownership Event, the number of Settlement Shares so designated by Party A shall not exceed the number of Shares necessary to

reduce the Share Amount to the Post-Effective Limit and (ii) in the case of an Acceleration Event arising out of a Stock Borrow Event, the number of Settlement Shares so designated by Party A shall not exceed the number of Shares as to which

such Stock Borrow Event exists. If, upon designation of a Termination Settlement Date by Party A pursuant to the preceding sentence, Party B fails to deliver the Settlement Shares relating to such Termination Settlement Date when due or otherwise

fails to perform obligations within its control in respect of the Transaction, it shall be an Event of Default with respect to Party B and Section 6 of the Agreement shall apply.

If an Acceleration Event occurs during an Unwind Period relating to a number of Settlement Shares to which Cash Settlement or Net Share Settlement applies, then on the Termination Settlement Date

relating to such Acceleration Event, notwithstanding any election to the contrary by Party B, Cash Settlement or Net Share Settlement shall apply to the portion of the Settlement Shares relating to such Unwind Period as to which Party A has unwound

its hedge and Physical Settlement shall apply in respect of (x) the remainder (if any) of such Settlement Shares and (y) the Settlement Shares designated by Party A in respect of such Termination Settlement Date.

Under no circumstances will Party A be entitled to an adjustment to the terms of the Transaction for the effects of an Extraordinary Dividend

as defined in this Confirmation or a change in expected cash dividends (in either case, except as set forth above under the headings “Acceleration Events” and “Extraordinary Dividends”).

Private Placement Procedures:

Notwithstanding anything to the contrary contained in Section 9.11 of the 2002 Definitions, if Party B is unable to comply with the

provisions of “Covenant of Party B” above because of a change in law or a change in the policy of the Securities and Exchange Commission or its staff, or Party A otherwise determines that in its reasonable opinion based on the advice of

counsel any Settlement Shares to be delivered to Party A by Party B may not be freely returned by Party A or its Affiliates to securities lenders as described under “Covenant of Party B” above, then delivery of any such Settlement Shares

(the “Restricted Shares”) shall be effected pursuant to Annex A hereto, unless waived by Party A.

Rule 10b5-1:

It is the intent of Party A and Party B that following any election of Cash Settlement or

Net Share Settlement by Party B, the purchase of Shares by Party A during any Unwind Period comply with the requirements of Rule 10b5-1(c)(1)(i)(B) of the Exchange Act and that this Confirmation shall be

interpreted to comply with the requirements of Rule 10b5-1(c).

Party B acknowledges that

(i) during any Unwind Period Party B does not have, and shall not attempt to exercise, any influence over how, when or whether to effect purchases of Shares by Party A (or its agent or Affiliate) in connection with this Confirmation and

(ii) Party B is entering into the Agreement and this Confirmation in good faith and not as part of a plan or scheme to evade compliance with federal securities laws including, without limitation, Rule

10b-5 promulgated under the Exchange Act. Without limiting the generality of the foregoing, Party B agrees to act in good faith with respect to the Agreement and this Confirmation.

Party B hereby agrees with Party A that during any Unwind Period Party B shall not communicate, directly or indirectly, any Material Non-Public Information (as defined herein) to any Derivatives Personnel (as defined below). For purposes of the Transaction, “Material Non-Public

Information” means information relating to Party B or the Shares that (a) has not been widely disseminated by wire service, in one or more newspapers of general circulation, by communication from Party B to its shareholders or in a

press release, contained in a public filing made by Party B with the Securities and Exchange Commission or otherwise disseminated in a manner permitted by the rules and regulations of the Securities and Exchange Commission and (b) a reasonable

investor might consider to be of importance in making an investment decision to buy, sell or hold Shares. For the avoidance of doubt and solely by way of illustration, information should be presumed “material” if it relates to such

matters as dividend increases or decreases, earnings estimates, changes in previously released earnings estimates, significant expansion or curtailment of operations, a significant increase or decline of orders, significant merger or acquisition

proposals or agreements, significant new products or discoveries, extraordinary borrowing, major litigation, liquidity problems, extraordinary management developments, purchase or sale of substantial assets, or other similar information. As used

herein, “Derivatives Personnel” means any employee on the equity derivatives trading desk of Party A and any other person or persons designated from time to time by the Compliance Group of Party A.

Maximum Share Delivery:

Notwithstanding any other provision of this Confirmation, in no event will Party B be required to deliver on any Settlement Date, whether

pursuant to Physical Settlement, Net Share Settlement, Termination Settlement or any Private Placement Settlement, more than a number of Shares equal to 200% of the initial Base Amount to Party A, subject to reduction by the amount of any Shares

delivered by Party B on any prior Settlement Date.

Transfer and Assignment:

Party A may assign or transfer any of its rights or delegate any of its duties hereunder to any Affiliate of Party A that has a long-term

issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s credit rating at the time of such assignment or transfer so long as (a) such assignee or transferee is

organized under the laws of the United States or any State thereof; (b) Party B will not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than

the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (c) Party B will not receive a payment from which an amount has been withheld or deducted on account of a Tax under

Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under

Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (d) no Event of Default, Potential Event of Default or Termination Event will occur as a result of such assignment or transfer.

Notwithstanding the above or any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive

or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of

the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Indemnity:

Party B

agrees to indemnify Party A and its Affiliates and their respective directors, officers, agents and controlling parties (Party A and each such Affiliate or person being an “Indemnified Party”) from and against any and all losses,

claims, damages and liabilities, joint and several, incurred by or asserted against such Indemnified Party arising out of, in connection with, or relating to, any breach of any covenant or representation made by Party B in this Confirmation or the

Agreement and will reimburse any Indemnified Party for all reasonable documented expenses (including reasonable documented legal fees and expenses) in connection with the investigation of, preparation for, or defense of any pending or threatened

claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto, but only to the extent that the relevant loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a

court of competent jurisdiction to have resulted from such breach. Party B will not be liable under this Indemnity paragraph to the extent that any loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court

to have resulted from Party A’s gross negligence, fraud, willful misconduct or breach of this Confirmation or the Agreement.

The Agreement is further supplemented by the following provisions:

No Collateral or Setoff:

Notwithstanding Section 6(f) or any other provision of the Agreement or any other agreement between the parties to the contrary, the

obligations of Party B hereunder are not secured by any collateral. Obligations under the Transaction shall not be set off against any other obligations of the parties, whether arising under the Agreement, this Confirmation, under any other

agreement between the parties hereto, by operation of law or otherwise, and no other obligations of the parties shall be set off against obligations under the Transaction, whether arising under the Agreement, this Confirmation, under any other

agreement between the parties hereto, by operation of law or otherwise, and each party hereby waives any such right of setoff. In calculating any amounts under Section 6(e) of the Agreement, notwithstanding anything to the contrary in the

Agreement, (a) separate amounts shall be calculated as set forth in such Section 6(e) with respect to (i) the Transaction and (ii) all other Transactions, and (b) such separate amounts shall be payable pursuant to

Section 6(d)(ii) of the Agreement.

Status of Claims in Bankruptcy:

Party A acknowledges and agrees that this confirmation is not intended to convey to Party A rights with respect to the transactions

contemplated hereby that are senior to the claims of common stockholders in any U.S. bankruptcy proceedings of Party B; provided, however, that nothing herein shall limit or shall be deemed to limit Party A’s right to

pursue remedies in the event of a breach by Party B of its obligations and agreements with respect to this Confirmation and the Agreement; and provided further, that nothing herein shall limit or shall be deemed to limit Party A’s

rights in respect of any transaction other than the Transaction.

Limit on Beneficial Ownership:

Notwithstanding any other provisions hereof, Party A shall not have the right to acquire Shares hereunder and Party A shall not be entitled to

take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to

the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Post-Effective Limit or (ii) the Section 16 Percentage would exceed 8.5% or (iii) Party A and each person subject to aggregation

of Shares with Party A under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder (the “Party A Group”) would directly or indirectly beneficially own (as such term is defined for purposes of

Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) in excess of 8.5% of the then outstanding Shares (the “Threshold Number of Shares”). Any purported delivery hereunder shall be void and have

no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Post-Effective Limit (ii) the Section 16 Percentage would exceed 8.5% or (iii) Party A Group would directly or

indirectly so beneficially own in excess of the Threshold Number of Shares. If any delivery owed to Party A hereunder is not made, in whole or in part, as a result of this provision, Party B’s obligation to make such delivery shall not be

extinguished and Party B shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Party A gives notice to Party B that, after such delivery, (i) the Share Amount would not exceed the

Post-Effective Limit; (ii) the Section 16 Percentage would not exceed 8.5% and (iii) or Party A Group would not directly or indirectly so beneficially own in excess of the Threshold Number of Shares. The

“Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Party A and any of its Affiliates or any other person subject to

aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be

deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the

rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day.

In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party

A hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A shall be permitted to make any payment due in respect of such Shares to Party B in two or more tranches that correspond in amount to the number

of Shares delivered by Party B to Party A pursuant to the immediately preceding paragraph.

Wall Street Transparency and

Accountability Act:

In connection with Section 739 of the Wall Street Transparency and Accountability Act of 2010 (the

“WSTAA”), the parties hereby agree that neither the enactment of the WSTAA or any regulation under the WSTAA, nor any requirement under the WSTAA or an amendment made by the WSTAA, shall limit or otherwise impair either

party’s otherwise applicable rights to terminate, renegotiate, modify, amend or supplement this Confirmation or the Agreement, as applicable, arising from a termination event, force majeure, illegality, increased costs, regulatory change or

similar event under this Confirmation, the 2002 Definitions incorporated herein, or the Agreement (including, but not limited to, rights arising from any Acceleration Event or Illegality (as defined in the Agreement)).

Miscellaneous:

(a)

Addresses for Notices. For the purpose of Section 12(a) of the Agreement:

Address for notices or communications to Party A:

Bank of America, N.A.

One

Bryant Park, 8th Floor

New York, NY 10036 USA

Attention: Strategic Equity Solutions Group

Telephone: (646) 855-6770

E-mail: dg.issuer_Derivatives_Notices@bofa.com

Address for notices or communications to Party B:

American Electric Power Company, Inc.

1 Riverside Plaza

Columbus,

Ohio 43215-2373

Attention: Treasurer

Telephone: (614) 716-2576

E-mail: mdfransen@aep.com

(b)

Waiver of Right to Trial by Jury. Each party waives, to the fullest extent permitted by applicable law, any

right it may have to a trial by jury in respect of any suit, action or proceeding relating to this Confirmation. Each party (i) certifies that no representative, agent or attorney of the other party has represented, expressly or otherwise,

that such other party would not, in the event of such a suit action or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party have been induced to enter into this Confirmation by, among other things,

the mutual waivers and certifications herein.

Acknowledgements:

The parties hereto intend for:

(a)

the Transaction to be a “securities contract” as defined in Section 741(7) of Title 11 of the

United States Code (the “Bankruptcy Code”), qualifying for the protections under Section 555 of the Bankruptcy Code;

(b)

a party’s right to liquidate the Transaction and to exercise any other remedies upon the occurrence of

any Event of Default under the Agreement with respect to the other party to constitute a “contractual right” as defined in the Bankruptcy Code;

(c)

Party A to be a “financial institution” within the meaning of Section 101(22) of the

Bankruptcy Code;

(c)

all payments for, under or in connection with the Transaction, all payments for the Shares and the transfer of

such Shares to constitute “settlement payments” as defined in the Bankruptcy Code; and

(d)

this Confirmation to constitute a “qualified financial contract”, as such term is defined in Section 5-701(b)(2) of the General Obligations Law of New York and a contract “for the sale or purchase of a security”, as set forth in Section 8-113 of

the Uniform Commercial Code of New York.

Severability:

If any term, provision, covenant or condition of this Confirmation, or the application thereof to any party or circumstance, shall be held to

be invalid or unenforceable in whole or in part for any reason, the remaining terms, provisions, covenants, and conditions hereof shall continue in full force and effect as if this Confirmation had been executed with the invalid or unenforceable

provision eliminated, so long as this Confirmation as so modified continues to express, without material change, the original intentions of the parties as to the subject matter of this Confirmation and the deletion of such portion of this

Confirmation will not substantially impair the respective benefits or expectations of parties to the Agreement; provided, however, that this severability provision shall not be applicable if any provision of Section 2, 5, 6 or 13 of the

Agreement (or any definition or provision in Section 14 to the extent that it relates to, or is used in or in connection with any such Section) shall be so held to be invalid or unenforceable.

Tax Matters:

(a)

For the purpose of Section 3(e) of the Agreement, each of Party A and Party B makes the following

representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment

(other than interest under Section 9(h) of the Agreement and any other payments of interest and penalty charges for late payment) to be made by it to the other party under the Agreement. In making this representation, it may rely on

(i) the accuracy of any representations made by the other party pursuant to Section 3(f) of the Agreement; (ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of the Agreement and the accuracy and

effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of the Agreement; and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of the Agreement;

provided that it shall not be a breach of this representation where reliance is placed on clause (ii) above and the other party does not deliver a form or document under Section 4(a)(iii) by reason of material prejudice to its legal

or commercial position.

(b)

For the purpose of Section 3(f) of the Agreement:

(i)

Party A makes the following representation(s):

(A)

Party A is a national banking association organized and existing under the laws of the United States of

America, is an exempt recipient under Treasury Regulation Section 1.6049-4(c)(1)(ii)(M), and its federal taxpayer identification number is 94-1687665. Party A is a

“U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of United States Treasury Regulations) for U.S. federal income tax purposes.

(ii)

Party B makes the following representation(s):

(A)

It is a “U.S. person” (as that term is used in

Section 1.1441-4(a)(3)(ii) of the United States Treasury Regulations) for U.S. federal income tax purposes.

(B)

It is a corporation for U.S. federal income tax purposes and is organized under the laws of the State of New

York, and is an exempt recipient under Section 1.6049-4(c)(1)(ii)(A) of the United States Treasury Regulations.

(c)

For the purpose of Sections 4(a)(i) and (ii) of the Agreement:

(x) Party B agrees to deliver to Party A one duly executed and completed United States Internal Revenue Service Form W-9 (or any successor thereto). Party B agrees to deliver such Form W-9 (i) upon execution of the Agreement, (ii) promptly upon reasonable demand by Party A and

(iii) promptly upon learning that any such form previously provided by Party B has become obsolete or incorrect.

(y) Party A agrees

to deliver to Party B one duly executed and completed United States Internal Revenue Service Form W-9 (or any successor thereto). Party A agrees to deliver such Form W-9

(i) upon execution of the Agreement, (ii) promptly upon reasonable demand by Party B and (iii) promptly upon learning that any such form previously provided by Party A has become obsolete or incorrect.

(d)

Withholding Tax imposed on payments to non-US counterparties under

the United States Foreign Account Tax Compliance Act. “Tax” as used in subsection (a) of “Tax Matters” in this Confirmation and “Indemnifiable Tax” as defined in Section 14 of the Agreement shall not

include any U.S. federal withholding tax imposed or collected pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), any current or future regulations or official interpretations

thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of

such Sections of the Code (a “FATCA Withholding Tax”). For the avoidance of doubt, a FATCA Withholding Tax is a Tax the deduction or withholding of which is required by applicable law for the purposes of Section 2(d) of the

Agreement.

(e)

HIRE Act. To the extent that either party to the Agreement with respect to this Transaction is not an

adhering party to the ISDA 2015 Section 871(m) Protocol published by the International Swaps and Derivatives Association, Inc. on November 2, 2015 and available at www.isda.org, as may be amended, supplemented, replaced or

superseded from time to time (the “871(m) Protocol”), the parties agree that the provisions and amendments contained in the Attachment to the 871(m) Protocol are incorporated into and apply to the Agreement with

respect to this Transaction as if set forth in full herein. The parties further agree that, solely for purposes of applying such provisions and amendments to the Agreement with respect to this Transaction, references to “each Covered Master

Agreement” in the 871(m) Protocol will be deemed to be references to the Agreement with respect to this Transaction, and references to the “Implementation Date” in the 871(m) Protocol will be deemed to be references to the

Trade Date of this Transaction.

Delivery of Cash:

For the avoidance of doubt, nothing in this Confirmation shall be interpreted as requiring Party B to deliver cash in respect of the

settlement of the Transaction, except in circumstances where the required cash settlement thereof is permitted for classification of the contract as equity by ASC 815-40 (formerly EITF 00-19) as in effect on the Trade Date (including, without limitation, where Party B so elects to deliver cash or fails timely to elect to deliver Shares in respect of such settlement). For the avoidance of doubt,

the preceding sentence shall not be construed as limiting (i) the Private Placement Procedures set forth in Annex A hereto or (ii) any damages that may be payable by Party B as a result of breach of this Confirmation.

Counterparts:

This

Confirmation may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Agreement by one party to the other may be made by

facsimile or e-mail transmission. The words “execution,” “signed,” “signature,” and words of like import in this Confirmation or in any other certificate, agreement or

document related to this Confirmation, if any, shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf,” “tif” or “jpg”) and

other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated,

received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the

Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act

or the Uniform Commercial Code.

Other Forwards / Dealers:

Party A acknowledges that Party B has entered or may enter in the future into one or more similar forward transactions for the Shares (each,

an “Other Forward” and collectively, the “Other Forwards”) with one or more dealers, and/or affiliates thereof (each, an “Other Dealer” and collectively, the “Other

Dealers”). Party A and Party B agree that if Party B designates a “Settlement Date” with respect to one or more Other Forwards for which “Cash Settlement” or “Net Share Settlement” is applicable, and the

resulting “Unwind Period” for such Other Forwards coincides for any period of time with an Unwind Period for this Transaction (the “Overlap Unwind Period”), Party B shall notify Party A at least one Scheduled Trading

Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and length of such Overlap Unwind Period, and Party A shall be permitted to purchase Shares to unwind its hedge in respect of this Transaction only on

alternating Scheduled Trading Days during such Overlap Unwind Period, commencing on the first,

second, third or later Scheduled Trading Day of such Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to such Overlap Unwind Period (which

alternating Scheduled Trading Days, for the avoidance of doubt, may be every other Scheduled Trading Day if there is only one Other Dealer, every third Scheduled Trading Day if there are two Other Dealers, etc.).

Staggered Settlement.

Notwithstanding anything to the contrary herein, Party A may, by prior notice to Party B, satisfy its obligation to deliver any Shares or

other securities on any date due (an “Original Delivery Date”) by making separate deliveries of Shares or such securities, as the case may be, at more than one time on or prior to such Original Delivery Date, so long as the

aggregate number of Shares and other securities so delivered on or prior to such Original Delivery Date is equal to the number required to be delivered on such Original Delivery Date

U.S. Resolution Stay Protocol.

The parties agree that (i) to the extent that prior to the date hereof both parties have adhered to the 2018 ISDA U.S. Resolution Stay

Protocol (the “Protocol”), the terms of the Protocol are incorporated into and form a part of this Confirmation, and for such purposes this Confirmation shall be deemed a Protocol Covered Agreement and each party shall be deemed

to have the same status as “Regulated Entity” and/or “Adhering Party” as applicable to it under the Protocol; (ii) to the extent that prior to the date hereof the parties have executed a separate agreement the effect of

which is to amend the qualified financial contracts between them to conform with the requirements of the QFC Stay Rules (the “Bilateral Agreement”), the terms of the Bilateral Agreement are incorporated into and form a part

of this Confirmation and each party shall be deemed to have the status of “Covered Entity” or “Counterparty Entity” (or other similar term) as applicable to it under the Bilateral Agreement; or (iii) if clause

(i) and clause (ii) do not apply, the terms of Section 1 and Section 2 and the related defined terms (together, the “Bilateral Terms”) of the form of bilateral template entitled “Full-Length Omnibus (for

use between U.S. G-SIBs and Corporate Groups)” published by ISDA on November 2, 2018 (currently available on the 2018 ISDA U.S. Resolution Stay Protocol page at www.isda.org and, a copy of

which is available upon request), the effect of which is to amend the qualified financial contracts between the parties thereto to conform with the requirements of the QFC Stay Rules, are hereby incorporated into and form a part of this

Confirmation, and for such purposes this Confirmation shall be deemed a “Covered Agreement,” Party A shall be deemed a “Covered Entity” and Party B shall be deemed a “Counterparty Entity.” In the event that, after

the date of this Confirmation, both parties hereto become adhering parties to the Protocol, the terms of the Protocol will replace the terms of this paragraph. In the event of any inconsistencies between this Confirmation and the terms of the

Protocol, the Bilateral Agreement or the Bilateral Terms (each, the “QFC Stay Terms”), as applicable, the QFC Stay Terms will govern. Terms used in this paragraph without definition shall have the meanings assigned to them under

the QFC Stay Rules. For purposes of this paragraph, references to “this Confirmation” include any related credit enhancements entered into between the parties or provided by one to the other. In addition, the parties agree that the terms

of this paragraph shall be incorporated into any related covered affiliate credit enhancements, with all references to Party A replaced by references to the covered affiliate support provider. “QFC Stay Rules” means the

regulations codified at 12 C.F.R. 252.2, 252.81–8, 12 C.F.R. 382.1-7 and 12 C.F.R. 47.1-8, which, subject to limited exceptions, require an express recognition of

the stay-and-transfer powers of the FDIC under the Federal Deposit Insurance Act and the Orderly Liquidation Authority under Title II of the Dodd Frank Wall Street

Reform and Consumer Protection Act and the override of default rights related directly or indirectly to the entry of an affiliate into certain insolvency proceedings and any restrictions on the transfer of any covered affiliate credit enhancements.

Please confirm that the foregoing correctly sets forth the terms of our agreement by signing and returning

this Confirmation.

Yours faithfully,

BANK OF AMERICA, N.A.

By:

/s/ Eric Coghlin

Name: Eric Coghlin

Title: Managing Director

Confirmed as of the date first written above:

AMERICAN ELECTRIC POWER COMPANY, INC.

By:

/s/ Matthew D. Fransen

Name: Matthew D. Fransen

Title: Treasurer

[Signature Page to

Base Forward Confirmation]

ANNEX A

PRIVATE PLACEMENT PROCEDURES

(i)

If Party B delivers the Restricted Shares pursuant to this clause (i) (a “Private Placement

Settlement”), then delivery of Restricted Shares by Party B shall be effected in customary private placement procedures with respect to such Restricted Shares reasonably acceptable to Party A; provided that if, on or before the date

that a Private Placement Settlement would occur, Party B has taken, or caused to be taken, any action that would make unavailable either the exemption pursuant to Section 4(a)(2) of the Securities Act for the sale by Party B to Party A (or any

Affiliate designated by Party A) of the Restricted Shares or the exemption pursuant to Section 4(a)(1) or Section 4(a)(3) of the Securities Act for resales of the Restricted Shares by Party A (or any such Affiliate of Party A) or Party B

fails to deliver the Restricted Shares when due or otherwise fails to perform obligations within its control in respect of a Private Placement Settlement, it shall be an Event of Default with respect to Party B and Section 6 of the Agreement

shall apply. The Private Placement Settlement of such Restricted Shares shall include customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to Party A, due diligence rights (for Party A or

any designated buyer of the Restricted Shares by Party A), opinions and certificates, and such other documentation as is customary for private placement agreements, all reasonably acceptable to Party A. In the case of a Private Placement Settlement,

Party A shall, in its good faith commercially reasonable discretion, adjust the number of Restricted Shares to be delivered to Party A hereunder and/or the Forward Price in a commercially reasonable manner to reflect the fact that such Restricted

Shares may not be freely returned to securities lenders by Party A and may only be saleable by Party A at a discount to reflect the lack of liquidity in Restricted Shares based on actual charges or discounts given. Notwithstanding the Agreement or

this Confirmation, the date of delivery of such Restricted Shares shall be the Clearance System Business Day following notice by Party A to Party B of the number of Restricted Shares to be delivered pursuant to this clause (i). For the avoidance of

doubt, delivery of Restricted Shares shall be due as set forth in the previous sentence and not be due on the Settlement Date or Termination Settlement Date that would otherwise be applicable.

(ii)

If Party B delivers any Restricted Shares in respect of the Transaction, Party B agrees that (i) such

Shares may be transferred by and among Party A and its Affiliates and (ii) after the minimum “holding period” within the meaning of Rule 144(d) under the Securities Act has elapsed after the applicable Settlement Date, Party B shall

promptly remove, or cause the transfer agent for the Shares to remove, any legends referring to any transfer restrictions from such Shares upon delivery by Party A (or such Affiliate of Party A) to Party B or such transfer agent of seller’s

and broker’s representation letters customarily delivered by Party A or its Affiliates in connection with resales of restricted securities pursuant to Rule 144 under the Securities Act, each without any further requirement for the delivery of

any certificate, consent, agreement, opinion of counsel, notice or any other document, any transfer tax stamps or payment of any other amount or any other action by Party A (or such Affiliate of Party A).

A-1

EX-10.2

Filename: d248447dex102.htm · Sequence: 5

EX-10.2

Exhibit 10.2

May 12, 2026

TO:

American Electric Power Company, Inc.

Riverside Plaza

Columbus, Ohio 43215-2373

Attention: Treasurer

Telephone: (614) 716-2576

Email: mdfransen@aep.com

FROM:

Goldman Sachs & Co. LLC

200 West

Street

New York, NY 10282-2198

RE:

Base Registered Forward Transaction

Dear Sirs,

The purpose of this letter agreement (this

“Confirmation”) is to confirm the terms and conditions of the transaction entered into between Party A and Party B on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a

“Confirmation” as referred to in the ISDA Master Agreement specified below.

The definitions and provisions contained in the 2021 ISDA Interest Rate Derivatives Definitions (the

the Definitions and this Confirmation, this Confirmation will govern.

Each party further agrees that this Confirmation

“General Obligations Law”)) as the governing law and US Dollars (“USD”) as the Termination Currency; (b) the election that the “Cross Default” provisions of Section 5(a)(vi) of the

Agreement shall apply to Party A and will apply to Party B as if (1) the “Threshold Amount” with respect to Party A were 3% of shareholders’ equity of The Goldman Sachs Group, Inc. as shown in its most recent audited annual

financial statement and the “Threshold Amount” with respect to Party B were $50,000,000, (2) the phrase “or becoming capable at such time of being declared” were deleted from clause (1) of such Section 5(a)(vi) of

the Agreement, (3) the following sentence shall be added to the end thereof: “Notwithstanding the foregoing, a default under subsection (2) hereof shall not constitute an Event of Default if (i) the default was caused solely by

error or omission of an administrative or operational nature; (ii) funds were available to enable the party to make the payment when due; and (iii) the payment is made within three Local Business Days of such party’s receipt of

written notice of its failure to pay.” and (4) the term “Specified Indebtedness” shall have the meaning specified in Section 14 of the Agreement, except that such term shall not include obligations in respect of deposits

received in the ordinary course of a party’s banking business;

and (c) the elections set forth in this Confirmation). In the event of any inconsistency between provisions of that Agreement and this Confirmation, this Confirmation will prevail for the

purpose of the Transaction to which this Confirmation relates. The parties hereby agree that, other than the Transaction to which this Confirmation relates and the Transaction to which the Additional Confirmation, if any relates, no other

Transaction shall be governed by the Agreement. If there exists any ISDA Master Agreement between Party A or any of its Affiliates (each, a “Party A Affiliate”) and Party B or any confirmation or other agreement between a Party A

Affiliate and Party B pursuant to which an ISDA Master Agreement is deemed to exist between such Party A Affiliate and Party B, then notwithstanding anything to the contrary in such ISDA Master Agreement, such confirmation or agreement or any other

agreement to which Party A Affiliate and Party B are parties, the Transaction shall not be considered a Transaction under, or otherwise governed by, such existing or deemed ISDA Master Agreement. Notwithstanding anything to the contrary in any other

agreement between the parties, the Transaction shall not be a “Specified Transaction” (or similarly treated) under any other agreement between the parties. For purposes of the 2002 Definitions, the Transaction is a Share Forward

Transaction.

Party A and Party B each represents to the other that it has entered into the Transaction in reliance upon such tax,

accounting, regulatory, legal, and financial advice as it deems necessary and not upon any view expressed by the other.

The terms of the particular Transaction to which this Confirmation relates are as follows:

General Terms:

Party A:

Goldman Sachs & Co. LLC

Party B:

American Electric Power Company, Inc.

Trade Date:

May 12, 2026

Effective Date:

May 14, 2026, or such later date on which the conditions set forth in Section 3 under the heading “Conditions to Effectiveness” below have been satisfied.

Buyer:

Party A

Seller:

Party B

Base Amount:

Initially, 6,824,147 Shares. On each Settlement Date, the Base Amount shall be reduced by the number of Settlement Shares for such Settlement Date.

Maturity Date:

The earlier of (i) May 31, 2028 (or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day) and (ii) the date on which the Base Amount is reduced to zero.

Forward Price:

Date.

Initial Forward Price:

$124.9680 per Share.

Daily Rate:

For any day, (i)(A) the Overnight Bank Rate for such day, minus (B) the Spread, divided by

(ii) 365.

Overnight Bank Rate:

For any day, the rate set forth for such day opposite the caption “Overnight Bank Funding Rate”, as such

rate is displayed on the page “OBFR01 <Index> <GO>” on the BLOOMBERG Professional Service, or any successor page; provided that, if no rate appears on any day on such page, the rate for the immediately preceding day for which

a rate does so appear shall be used for such day.

Spread:

0.75%

Prepayment:

Not Applicable.

Variable Obligation:

Not Applicable.

Forward Price Reduction Date:

Each date (other than the Trade Date) set forth on Schedule I under the heading “Forward Price Reduction

Date.”

Forward Price Reduction Amount:

For each Forward Price Reduction Date, the Forward Price Reduction Amount set forth opposite such date on Schedule

The common stock of Party B (also referred to herein as the “Issuer”), with a par value of $6.50 per

share (Ticker Symbol: “AEP”)

Exchange:

The Nasdaq Global Select Market.

Related Exchange(s):

All Exchanges.

Clearance System:

The Depository Trust Company.

Exchange Act:

The Securities Exchange Act of 1934, as amended from time to time.

Securities Act:

The Securities Act of 1933, as amended from time to time.

Settlement Terms:

Settlement Date:

Any Scheduled Trading Day following the Effective Date and up to and including the Maturity Date, as designated by

(a) Party A pursuant to “Termination Settlement” below or (b) Party B in a written notice (a “Settlement Notice”) that satisfies the Settlement Notice Requirements and is delivered to Party A at least

(i) two Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Date, if Physical Settlement applies, and (ii) 150 Scheduled Trading Days (or such other period of time as agreed between Party A and Party B) prior

such Settlement Date, which may be the Maturity Date, if Cash Settlement or Net Share Settlement applies; provided that (i) the Maturity Date shall be a Settlement Date if on such date the Base Amount is greater than

zero, (ii) if Physical Settlement or Net Share Settlement applies and a Settlement Date specified above (including a Settlement Date occurring on the Maturity Date) is not a Clearance System Business Day, the Settlement Date shall be the next

following Clearance System Business Day and (iii) if Cash Settlement or Net Share Settlement applies and Party A shall have fully unwound its hedge during the related Unwind Period with respect to the relevant Settlement Shares by a date that

is more than two Scheduled Trading Days prior to a Settlement Date specified above, Party A may, by written notice to Party B, specify any Scheduled Trading Day prior to such originally specified Settlement Date as the Settlement Date.

Settlement Shares:

provided that on the Maturity Date the number of Settlement Shares shall be equal to the Base Amount on such date.

Settlement Method:

Settlement (as described above) in respect of any Shares that are not Settlement Shares for the Cash Settlement or Net Share Settlement, as the case may be, to which such Unwind Period relates.

Settlement Notice Requirements:

Settlement unless such Settlement Notice includes a representation by Party B substantially in the following form:

“As of the date of this Settlement Notice, Party B (A) is not aware of any material nonpublic information concerning itself or the Shares, (B) has made each of the filings under the Securities Act, the Exchange

Act and other applicable securities laws which are required to be filed by it and, when considered as a whole (with the more recent such filings deemed to amend inconsistent statements contained in any earlier such filings), such filings contain no

misstatement of material fact or omission of a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading and (C) is not electing

Cash Settlement or Net Share Settlement, as the case may be, to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of

the Shares (or any such security) or otherwise as part of a plan or scheme to evade compliance with the federal securities laws.”

Unwind Period:

Settlement Amount, the number of Net Share Settlement Shares and the 10b-18 VWAP) to account for the occurrence of such Disrupted Day.

Market Disruption Event:

“; in each case that the Calculation Agent reasonably determines is material.”

Physical Settlement:

Date, the Shares to be delivered by Party B to Party A hereunder are not so delivered (the “Deferred Shares”), and a Forward Price Reduction Date occurs during the period from, and including, such Settlement Date to, but

excluding, the date such Shares are actually delivered to Party A, then the portion of the Physical Settlement Amount payable by Party A to Party B in respect of

the Deferred Shares shall be reduced by an amount equal to the Forward Price Reduction Amount for such Forward Price Reduction Date, multiplied by the number of Deferred Shares. For the avoidance of doubt, no Forward Price

Reduction Amount for a Forward Price Reduction Date shall be applied to reduce the Forward Price more than once.

Physical Settlement Amount:

Physical Settlement applies for such Settlement Date.

Cash Settlement:

the Cash Settlement Amount is a negative number, Party B will pay the absolute value of such Cash Settlement Amount to Party A. Such amounts shall be paid on the Settlement Date.

Cash Settlement Amount:

An amount determined by the Calculation Agent equal to:

Forward Price Reduction Date that occurs during such Unwind Period, which is accounted for in clause (b) below), minus USD 0.02, minus (B) the weighted average of the 10b-18 VWAP

prices per Share on each Exchange Business Day (the “Average Unwind 10b-18 VWAP”) on which Party A purchases Shares, in a commercially reasonable manner, during the Unwind Period to unwind

delivered or received if Net Share Settlement applies, and the restrictions of Rule 10b-18 agreed to hereunder, multiplied by (ii) the Settlement Shares for the relevant Settlement Date;

minus

Party A has not unwound its hedge as of such Forward Price Reduction Date.

Net Share Settlement:

Share Settlement Shares, or (ii) negative number, Party B shall deliver to Party A a number of Shares equal to the Net Share Settlement

Shares; provided that if Party A determines in its good faith and commercially reasonable judgment that it would be required to deliver Net Share Settlement Shares to Party B, Party A may elect to deliver a portion of such

Net Share Settlement Shares on one or more dates prior to the applicable Settlement Date.

Net Share Settlement Shares:

10b-18 VWAP:

as determined in good faith by the Calculation Agent. Party B acknowledges that Party A may refer to the Bloomberg Page “AEP <Equity> AQR SEC” (or any successor thereto), in its discretion, for such Exchange Business Day to

determine the 10b-18 VWAP.

Settlement Currency:

USD.

Other Applicable Provisions:

Failure to Deliver:

Inapplicable.

Adjustments:

Potential Adjustment Event:

The definition of “Potential Adjustment Event” in Section 11.2(e) of the 2002 Definitions shall not include clause (iii) thereof for purposes of the