Form 8-K, Items 1.01 and 9.01, Senior Officer Incentive Plan

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)
April 24, 2007

AMERICAN ELECTRIC POWER COMPANY, INC.
(Exact Name of Registrant as Specified in Its Charter)

1-3525
New York
13-4922640
(Commission File Number)
(State or Other Jurisdiction of Incorporation)
(IRS Employer Identification No.)

APPALACHIAN POWER COMPANY
(Exact Name of Registrant as Specified in Its Charter)

1-3457
Virginia
54-0124790
(Commission File Number)
(State or Other Jurisdiction of Incorporation)
(IRS Employer Identification No.)

OHIO POWER COMPANY
(Exact Name of Registrant as Specified in Its Charter)

1-6543
Ohio
31-4271000
(Commission File Number)
(State or Other Jurisdiction of Incorporation)
(IRS Employer Identification No.)

1 Riverside Plaza, Columbus, OH
43215
(Address of Principal Executive Offices)
(Zip Code)

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

 
(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))


Item 1.01 Entry into a Material Definitive Agreement

On April 24, 2007, the shareholders of American Electric Power Company, Inc. (“AEP”) approved the AEP’s American Electric Power System Senior Officer Incentive Plan at the AEP’s annual meeting of shareholders. The terms of the Plan are set forth in the proxy statement dated March 15, 2007 for AEP’s annual meeting and the description of the Plan in the section of the proxy statement titled “Proposal to Approve the American Electric Power System Senior Officer Incentive Plan” is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

Exhibit 10.1 American Electric Power System Senior Officer Incentive Plan

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.
 
AMERICAN ELECTRIC POWER COMPANY, INC.
 
APPALACHIAN POWER COMPANY
 
OHIO POWER COMPANY
     
 
By:
  /s/ Thomas G. Berkemeyer
 
Name:
Thomas G. Berkemeyer
 
Title:
Assistant Secretary
April 25, 2007


EXHIBIT INDEX

Exhibit No.
Description
   
10.1
American Electric Power System Senior Officer Incentive Plan