Exhibit 10(g)(2)
AMERICAN ELECTRIC POWER SYSTEM
SUPPLEMENTAL SAVINGS PLAN (NON-QUALIFIED)
Amended as of November 15, 1995
The American Electric Power Service Corporation (AEPS)
hereby establishes effective as of the 1st day of January, 1994,
the American Electric Power System Supplemental Savings Plan
(Plan). The purpose of this Plan is to provide to eligible
management employees a tax-deferred savings opportunity otherwise
not available under the American Electric Power System Employees
Savings Plan because of restrictions imposed by the Internal
Revenue Code.
ARTICLE 1
DEFINITIONS
1.1 "Applicable Federal Rate" means 120% of the applicable
Federal long-term rate, with monthly compounding (as prescribed
under Section 1274(d) of the Code), published for the December
immediately prior to the Plan Year.
1.2 "Book Reserve Account" means the separate account
established and maintained by AEPS to record Participant and AEPS
Supplemental Contributions for each Participant and to record
interest credited to the balances in each such account.
1.3 "Code" means the Internal Revenue Code of 1986, as
amended from time to time.
1.4 "Committee" means the Employee Benefit Trusts Committee
established pursuant to a resolution adopted by the AEPS Board of
Directors as in effect from time to time.
1.5 "Compensation" means the remuneration paid to a
Participant by AEPS and determined prior to any deferrals under
this Plan or the Savings Plan or under the American Electric
Power System Medical and Dental Plans, but excluding any bonuses,
pay for overtime, award amounts and other discretionary
remuneration paid to the Participant by AEPS and excluding AEPS'
cost for any public or private employee benefit plan (including
this Plan) under rules uniformly applicable to all employees
similarly situated.
1.6 "ERISA" means the Employee Retirement Income Security
Act of 1974, as amended from time to time.
1.7 "Participant" means an individual who is an employee of
AEPS, and is covered under the American Electric Power System
Excess Benefits Plan and who is confirmed by the Committee as
eligible to participate in the Plan and to receive book entry
credits associated with Supplemental Contributions.
1.8 "Plan Year" means (i) January 1, 1994 through
December 31, 1994 and (ii) each and every calendar year
thereafter.
1.9 "Salary Reduction Agreement" means an agreement between
AEPS and the Participant in which the Participant elects to
reduce his Compensation for the Plan Year and AEPS agrees to
treat the amount of the reduction as Participant contributions to
this Plan.
1.10 "Savings Plan" means the American Electric Power System
Employees Savings Plan, as in effect from time to time.
1.11 "Supplemental Contributions" mean Participant or AEPS
Contributions credited to a Participant's Book Reserve Account
pursuant to Sections 3.1 and 3.2 of this Plan.
ARTICLE 2
TERM
This Plan shall commence as of January 1, 1994, and shall be
effective until terminated by the AEPS Board of Directors as
herein provided.
ARTICLE 3
BOOK RESERVE FOR ACCRUED SUPPLEMENTAL CONTRIBUTIONS
3.1 PARTICIPANT SUPPLEMENTAL CONTRIBUTIONS. For any Plan
Year in which a Participant's contributions to the Savings Plan
will be restricted due to the contribution or account balance
limits imposed by the Code, the Participant may make Participant
Supplemental Contributions to the Plan. Participant Supplemental
Contributions shall not exceed the difference between (a) the
Participant's Compensation for the Plan Year times the maximum
Savings Plan Contribution percentage for highly-compensated
employees for the prior Plan Year and (b) the aggregate amount of
the Participant's pre-tax and after-tax contributions to the
Savings Plan for the Plan Year. The Participant's election to
make Participant Supplemental Contributions pursuant to a Salary
Reduction Agreement shall be made as provided in Section 4.1 of
this Plan.
3.2 EMPLOYER SUPPLEMENTAL CONTRIBUTIONS. For each
Participant electing to make (a) Participant Supplemental
Contributions or (b) Savings Plan contributions, AEPS shall, at
the time the Participant Supplemental Contributions are credited
to the Participant's Book Reserve Account or at the time
contributions are credited to the Participant's Savings Plan
account, credit the Participant's Book Reserve Account with
Employer Supplemental Contributions. Employer Supplemental
Contributions, in combination with contributions made by AEPS to
the Savings Plan, shall, in the aggregate, be equal to the lesser
of (a) fifty percent of the Participant's contributions to the
Savings Plan and this Plan, or (b) three percent of the
Participant's Compensation. If the aggregate contributions made
by AEPS exceed three percent of the Participant's Compensation,
Employer Supplemental Contributions credited to the Participant's
Book Reserve Account shall be reduced until the aggregate AEPS
contributions made under both plans do not exceed three percent
of the Participant's Compensation.
3.3 Interest Accruals. The Book Reserve Account balances,
comprising prior interest credits and all Participant or Employer
Supplemental Contributions credited to a Participant's Book
Reserve Account, shall be credited with interest. All interest
credits pursuant to this Section shall be based on the Book
Reserve Account balance as of the beginning of the month and
computed at an annual rate equal to the Applicable Federal Rate
in effect in December of the prior Plan Year. The Committee
reserves the right to change the rate, method and frequency of
interest credit to the Participants' Book Reserve Accounts.
3.4 AEPS' LIABILITY FOR THE BOOK RESERVE ACCOUNTS. The
amounts credited to the Book Reserve Accounts shall represent
entries made on AEPS' books solely for record keeping purposes
under the Plan. All amounts so credited shall at all times
constitute general, unsecured liabilities of AEPS payable
exclusively out of its general assets, and in no event and under
no circumstance shall AEPS be obligated or required to segregate
from its general assets (whether by trust or otherwise) funds
sufficient to pay any of the amounts from time to time credited
to the Book Reserve Accounts.
3.5 RIGHTS OF PARTICIPANTS IN THE BOOK RESERVE ACCOUNTS.
Nothing contained in the Plan shall be deemed to confer upon any
Participant any right, title or vested interest in and to his
Book Reserve Accounts or the amounts from time to time credited
thereto. Each Participant agrees as a condition of participation
hereunder that (1) AEPS shall only have a contractual obligation
to accrue Participant Supplemental Contributions, Employer
Supplemental Contributions and interest and to distribute the
Book Reserve Account as provided herein, and the rights of the
Participant under the Plan are no greater than the rights of any
unsecured creditor of AEPS, (2) to the extent that any person
other than a Participant acquires a right to receive
distributions from AEPS under the Plan, such right is not greater
than the rights of any general unsecured creditor of AEPS, (3)
nothing contained in the Plan shall create or be construed to
create a trust of any kind or a fiduciary relationship between
AEPS and the Participant, (4) the rights of the Participant may
not be sold, assigned, transferred, pledged, or encumbered, nor
shall any interest of the Participant be liable for the claim of
any creditor of the Participant or subject to any judicial
process involving the Participant, and (5) no Participant shall
have any rights in any specific assets of AEPS, and any Book
Reserve Account established under the Plan only reflects a
contractual obligation of AEPS on its books of accounting and
does not constitute a segregated fund of assets or separation of
assets.
ARTICLE 4
TIME AND METHOD OF ELECTION AND DISTRIBUTION
4.1 TIME AND METHOD OF PARTICIPANT CONTRIBUTION ELECTION.
In order for an election to make Participant Supplemental
Contributions to be effective under Section 3.1 for any given
Plan Year, the Participant must deliver a signed Salary Reduction
Agreement to the Committee no later than December 31 of the year
preceding the Plan Year as to which the election is to take
effect. Upon receipt of the written signed Salary Reduction
Agreement by the Committee, the election shall remain in force as
to the Plan Year for which it is delivered and for each
subsequent Plan Year until it is revoked by a new Salary
Reduction Agreement. Notwithstanding any other provision of the
Plan to the contrary, no election shall be effective to defer
under the Plan any Compensation which is earned by the
Participant on or before the date upon which the signed Salary
Reduction Agreement is delivered to the Committee. The Salary
Reduction Agreement and any revocation thereof shall contain such
information as may be reasonably required by the Committee, shall
be executed at the time and in the manner prescribed, and shall
be delivered to the Committee, attention of the Chairman.
4.2 TIME OF DISTRIBUTION. Following a Participant's
termination of service with AEPS or one of its affiliates or
subsidiaries for any reason other than death, all amounts which
are credited to the Participant's Book Reserve account shall be
distributed to the Participant in the form of (1) a single lump-
sum payment payable as soon as practicable or, alternatively, at
the end of a post-termination deferral period of up to five
years, or (2) in approximately equal annual or semi-annual
installment payments over not less than two or more than ten
years as elected by the Participant. The Participant's
distribution election shall be made when the Participant first
elects to participate in the Plan. The Participant may amend or
revoke the distribution election at any time prior to termination
of service, but any such amendment or revocation must be made at
least twelve months prior to the initial distribution. The
distribution of a lump-sum payment, if the Participant does not
elect to defer the payment of the lump-sum amount, or the first
installment payment shall be made within 120 days after the
Participant's termination of service. If the Participant elected
to defer the payment of the lump-sum payment, the distribution
shall be made within 120 days after the end of the deferral
period. For purposes of this Section 4.2, Participant employment
transfers between AEPS and its affiliates and subsidiaries shall
not be treated as a termination of service with AEPS. If the
Participant elects deferral of the lump-sum payment or elects
installment payments, interest shall continue to accrue on the
remaining Book Reserve Account in accordance with Section 3.3 of
this Plan.
Upon a Participant's death prior to termination of service,
all amounts which are credited to the Participant's Book Reserve
Account shall be distributed to (a) the Participant's estate in a
single lump-sum if the Participant did not name a beneficiary or
if the named beneficiary predeceases the Participant, or (b) to
the Participant's named beneficiary. Distributions to the
beneficiary shall be in the form of (1) a single lump-sum payment
or (2) in approximately equal annual or semi-annual installment
payments over not less than two or more than ten years as elected
by the beneficiary. The beneficiary's distribution election must
be made within 90 days after the Participant's date of death. If
an election is not made, the beneficiary shall receive a lump-sum
payment. The distribution of a lump-sum payment to the
Participant's estate shall be made within 120 days after the
Participant's date of death. The distribution of a lump-sum
payment or the first installment payment to a beneficiary shall
be made within 90 days after the beneficiary makes the
distribution election. If the beneficiary elects installment
payments, interest shall continue to accrue on the remaining
balance in the Book Reserve Account in accordance with Section
3.3 of this Plan. In the event a beneficiary receiving
installment payments shall die prior to a complete distribution
of the Participant's Book Reserve Account, the remaining balance
in the Participant's Book Reserve Account shall be paid to the
beneficiary's estate within 120 days after the Committee is
notified of the beneficiary's death.
4.3 DESIGNATION OF BENEFICIARY. Each Participant shall
have the right to designate a beneficiary or beneficiaries who
shall receive the balance of the Participant's Book Reserve
Account if the Participant dies before the complete distribution
of the Participant's Book Reserve Account. Any designation, or
change or rescission thereof, shall be made in writing by
completing and furnishing to the Committee the appropriate
beneficiary form prescribed by the Committee. The last
designation of beneficiary received by the Committee prior to the
death of the Participant shall control.
4.4 SOCIAL SECURITY AND INCOME TAX WITHHOLDING. Each
Participant agrees that as a condition of participation in the
Plan, AEPS may withhold federal, state and local income taxes and
social security taxes from any distribution hereunder to the
extent that such taxes are then payable.
4.5 FACILITY OF PAYMENT. In the event that the Committee
shall find that a Participant is unable to care for his affairs
because of illness or accident, the Committee may direct that any
benefit payment due him be paid to his duly appointed legal
representative, and any such payment so made shall be a complete
discharge of the liabilities of the Plan therefore.
ARTICLE 5
TAX TREATMENT
The adoption and maintenance of the Plan is conditioned upon
(1) the applicability of Section 451(a) of the Code to the
Participants' recognition of gross income as a result of
participation herein, (2) the fact that the Participants will not
recognize gross income as a result of participation in the Plan
unless and until and then only to the extent that distributions
are received, (3) the applicability of Section 404(a)(5) of the
Code to the deductibility of the amounts distributed to the
Participants hereunder, (4) the fact that AEPS will not receive a
deduction for amounts credited to any Book Reserve unless and
until and then only to the extent that amounts are actually
distributed and (5) the inapplicability of the provisions of
Titles 2, 3, and 4 of ERISA. If the Internal Revenue Service,
the Department of Labor or any court of competent jurisdiction
determines or finds as a fact or legal conclusion that any of the
above conditions is untrue and issues an assessment,
determination, opinion or report to such effect, or if in the
opinion of counsel to AEPS any one of the above assumptions is
incorrect, then AEPS shall have the option to terminate this Plan
as provided in Section 7.2 below.
ARTICLE 6
ADMINISTRATION OF THE PLAN
6.1 RESPONSIBILITY OF COMMITTEE. The Committee shall (i)
administer and interpret the terms and conditions of the Plan,
(ii) establish reasonable procedures with which Participants must
comply to exercise any right established hereunder, and (iii) be
permitted to delegate its responsibilities or duties hereunder to
any person or entity. The rights and duties of the Participants
and all other persons and entities claiming an interest under the
Plan are subject to, and governed by, such acts of
administration, interpretation, procedure and delegation.
6.2 BOOK RESERVE ACCOUNT. AEPS shall maintain, or cause to
be maintained, records showing the individual credit balances of
each Participant's Book Reserve Account. Each Participant shall
be furnished with semi-annual statements setting forth the value
of the total credits to his Book Reserve Account.
6.3 PRESENTATION OF CLAIMS. A Participant, or any other
person or entity claiming under a Participant, may present a
written request to the Committee for distribution of any amounts
due or alleged to be due from the Participant's Book Reserve.
Within 30 days following receipt of the request, the Committee
shall advise the Participant or other person or entity in writing
as to the amount and method of distribution if any.
6.4 APPEAL OF DENIED CLAIMS. If the Committee shall deny a
claim for distribution under the Plan, the Committee shall set
forth in writing in a manner calculated to be understood by the
Participant or other person or entity (1) the specific reason or
reasons for the denial, (2) specific reference to the pertinent
provisions of the Plan upon which the denial is based, (3) a
description of any additional material or information necessary
for the claimant to perfect the claim and an explanation of why
such material or information is necessary, and (4) an explanation
of the Committee's review procedure. The Committee shall afford
the Participant or the person or entity a reasonable opportunity
for a full and fair review by the Committee of its decision to
deny the claim if the claimant requests such a review within 30
days after receipt of the written denial.
ARTICLE 7
MISCELLANEOUS
7.1 EFFECT OF PLAN. The establishment and continuance of
the Plan by AEPS shall not constitute a contract of employment
between any Participant and AEPS, and shall not be deemed to be
consideration for, inducement to or a condition of employment of
any Participant. The making of Salary Cap Contributions pursuant
to the provisions of the Plan shall not be construed to give any
Participant the right to be retained in the employ of AEPS or to
interfere with the right of AEPS to terminate such employment at
any time.
7.2 AMENDMENT AND TERMINATION. AEPS intends to continue
the Plan indefinitely but reserves the right to modify the Plan
from time to time, or to terminate the Plan entirely or to direct
the permanent discontinuance or temporary suspension of
Supplemental Contributions under the Plan; provided that no such
modification, termination, discontinuance or suspension shall
interrupt the interest accruals under Section 3.3 or shall affect
or otherwise deprive the Participants of any distributions to
which they may be entitled under the Plan.
7.3 PROHIBITION AGAINST ASSIGNMENT. The right of any
Participant (or any designated beneficiary) to receive any
payment or installment under the Plan shall not be subject in any
manner to attachment or other legal process or proceedings for
discharge of the debts of the Participant or beneficiary, and any
such payment or installment shall not be subject to anticipation,
alienation, sale, transfer, assignment, pledge, mortgage or
encumbrance.
7.4 GOVERNING LAW. Except to the extent preempted or
superseded by the federal laws of the United States of America,
the laws of the state of Ohio will govern the Plan.
7.5 NOTICES. All notices, reports, statements,
distributions or payments given, made, delivered, or transmitted
to a Participant or his designated beneficiary shall be deemed to
be duly given, made, delivered or transmitted when mailed, by
first class mail, postage prepaid, addressed to the Participant
or beneficiary at the address appearing on the books of AEPS.
Written directions, notices and other communications to AEPS or
the Committee shall be deemed to be duly given, made or delivered
when received by the Committee at such location as it may from
time to time specify.
7.6 GENDER AND NUMBER. Whenever appropriate in the Plan,
the masculine gender shall be construed to include the feminine
and neuter gender, and the feminine gender shall be construed to
include the masculine and neuter gender. Words used in the
singular shall be construed to include the plural, and the plural
to include the singular.
7.7 HEADINGS. The headings of the Articles and Sections of
the Plan are intended solely for convenience of reference, and if
there is any conflict between the headings and the text of the
Plan, the text shall control.