Exhibit 10
American Electric Power System
Excess Benefit Plan
As Amended through August 25, 1997
ARTICLE I
Purposes and Effective Date
Section 1.1 The American Electric Power System Excess
Benefit Plan is established to provide benefits for certain
employees in excess of the limitations on benefits imposed by
provisions of the Internal Revenue Code of 1986, as amended from
time to time.
Section 1.2 The effective date of the Excess Plan is
January 1, 1990.
ARTICLE II
Definitions
Section 2.1 "Code" shall mean the Internal Revenue Code of
1986, as amended from time to time.
Section 2.2 "Committee" shall mean the Employee Benefits
Trust Committee established pursuant to a resolution adopted by
the American Electric Power Service Corporation Board of
Directors as in effect from time to time.
Section 2.3 "Company" shall mean American Electric Power
Service Corporation.
Section 2.4 "ERISA" shall mean the Employee Retirement
Income Security Act of 1974 as amended from time to time.
Section 2.5 "Maximum Benefit" shall mean the monthly
equivalent of the maximum benefit permitted by the Code to be
paid to a Participant or the Participant's Surviving Spouse from
the Retirement Plan.
Section 2.6 "Participant" shall mean any exempt salaried
employee of the Company, who is an active Participant in the
Retirement Plan on or after the Effective Date, whose
Unrestricted Benefit, calculated on a basis which excludes the
effects of earned Management Incentive Compensation Plan and
Senior Officer Annual Incentive Compensation Plan awards, exceeds
the Maximum Benefit and who either is an officer of the Company
or has been designated and confirmed by the Committee as eligible
to participate in the Plan.
Section 2.7 "Plan" shall mean the American Electric Power
System Excess Benefit Plan, as from time to time amended or
restated.
Section 2.8 "QDRO" shall mean a qualified domestic
relations order as defined in section 414(p) of the Code or
section 206(d) of ERISA.
Section 2.9 "Retirement Plan" shall mean the American
Electric Power System Retirement Plan, as amended from time to
time.
Section 2.10 "Supplemental Retirement Benefit" shall mean
any supplemental retirement benefit payable to a Participant or a
Participant's spouse pursuant to the terms of an employment
agreement entered into between the Participant and the Company.
The term Supplemental Retirement Benefit shall not include
deferred compensation payable to a Participant pursuant to a
Participant's participation in a deferred compensation
arrangement entered into prior to January 1, 1987 or deferred
compensation payable to the Participant pursuant to the terms and
conditions of the Management Incentive Compensation Plan or the
Senior Officer Annual Incentive Compensation Plan.
Section 2.11 "Surviving Spouse" shall mean the spouse of a
Participant who is legally married to the Participant and whose
marriage to the Participant occurred at least one year prior to
the earlier of the Participant's termination of employment or
death.
Section 2.12 "Unrestricted Benefit" shall mean either (a)
the monthly Normal, Early, or Deferred Vested retirement benefit
payable to the Participant, whichever is applicable, or (b) the
pre-retirement or post-retirement surviving spouse's benefit
payable to the Participant's Surviving Spouse, whichever is
applicable, determined under the provisions of the Retirement
Plan without regard to the limitation imposed by the Code and
based upon Participant earnings that, for each plan year, are the
total of: (1) the Participant's Retirement Plan Earnings, (2) the
Participant's contributions to the American Electric Power System
Supplemental Savings Plan, (3) for Participants who terminate
employment after December 31, 1995, Management Incentive
Compensation Plan ("MICP") awards earned, but not necessarily
paid, in the plan year, including MICP awards earned prior to
January 1, 1996, and (4) Senior Officer Annual Incentive
Compensation Plan
awards earned, but not necessarily paid, in the plan year.
ARTICLE III
Benefits
Section 3.1 Upon the Normal Retirement of a Participant,as
provided under the Retirement Plan, the Participant shall be
entitled to a monthly benefit equal in amount to the
Participant's Unrestricted Benefit less the Maximum Benefit and
less any Supplemental Retirement Benefit.
Section 3.2 Upon the Early Retirement of a Participant, as
provided under the Retirement Plan, the Participant shall be
entitled to a monthly benefit equal to the Participant's
Unrestricted Benefit less the Maximum Benefit and less any
Supplemental Retirement Benefit.
Section 3.3 If a Participant terminates employment with the
Company and is entitled to a Deferred Vested Retirement Benefit
provided under the Retirement Plan, the Participant shall be
entitled to a monthly benefit equal to the Participant's
Unrestricted Benefit less the Maximum Benefit and less any
Supplemental Retirement Benefit.
Section 3.4 Supplemental Retirement Benefits accrued as of
December 31, 1993 shall be vested as of December 31, 1993.
Supplemental Retirement Benefits accrued after 1993 shall vest
when the Participant terminates employment.
ARTICLE IV
Spousal Benefit
Section 4.1 Upon the death of a Participant whose spouse is
entitled to a pre-retirement or a post-retirement surviving
spouse's benefit from the Retirement Plan, the Participant's
Surviving Spouse shall be entitled to receive a monthly benefit
equal in amount to the Surviving Spouse's pre-retirement or
post-retirement Unrestricted Benefit less the Maximum Benefit and
less any Supplemental Retirement Benefit.
ARTICLE V
Benefit Payments
Section 5.1 Payment of retirement benefits under Article 3
or 4 shall commence at the same time Retirement Plan benefits are
paid.
Section 5.2 The Plan benefit payable to a Participant shall
be paid in the same form in which the Retirement Plan benefit is
payable to the Participant. The Participant's election under the
Retirement Plan of an optional form of payment (with the valid
consent of the Participant's Spouse where required under the
Retirement Plan) shall be deemed to be the form of payment
elected for the payment of benefits from this Plan. Retirement
Plan benefit payments subject to an assignment pursuant to the
terms of a QDRO shall not be treated as a form of benefit payment
selected by the Participant under the terms of the Retirement
Plan.
ARTICLE VI
Administration
Section 6.1 The Company shall be responsible for the
general operation and administration of the Plan and for carrying
out the provisions thereof.
Section 6.2 All provisions set forth in the Retirement Plan
with respect to the administrative powers and duties of the
Company, expenses of administration and procedures for filing
claims shall also be applicable with respect to the Plan. The
Company shall be entitled to rely conclusively upon all tables,
valuations, certificates, opinions and reports furnished by any
actuary, accountant, controller, counsel or other person employed
or engaged by the Company with respect to the Plan or with
respect to any Supplemental Retirement Benefit.
Section 6.3 The Company shall provide a retired
Participant, at the time of retirement or as soon thereafter as
practicable, with a copy of the Plan and a certificate stating
that the retired Participant is entitled to benefits under the
Plan and the amount thereof.
ARTICLE VII
Amendment or Termination
Section 7.1 The Company intends the Plan to be permanent
but reserves the right to amend or terminate the Plan when, in
the sole opinion of the Company, such amendment or termination is
advisable. Any such amendment or termination shall be made
pursuant to a resolution of the Board and shall be effective as
of the date of such resolution.
Section 7.2 No amendment or termination of the Plan shall
directly or indirectly deprive any current or former Participant
or Surviving Spouse of all or any portion of any retirement
benefit or surviving spouse benefit payment which commenced prior
to the effective date of such amendment or termination or which
would be payable if the Participant terminated employment for any
reason, including death, on such effective date.
ARTICLE VIII
General Provisions
Section 8.1 Except as otherwise expressly provided herein,
all terms and conditions of the Retirement Plan applicable to a
retirement benefit or a surviving spouse benefit shall also be
applicable to a retirement benefit or a surviving spouse benefit
payable hereunder. Any Plan retirement benefit or surviving
spouse benefit, or any other benefit payable under the Plan,
shall be paid solely in accordance with the terms and conditions
of the Retirement Plan and nothing in this Plan shall operate or
be construed in any way to modify, amend or affect the terms and
provisions of the Retirement Plan.
Section 8.2 Nothing contained in the Plan shall constitute
a guaranty by the Company or any other entity or person that the
assets of the Company will be sufficient to pay any benefit
hereunder. The benefits under this Plan shall not be funded, but
shall constitute liabilities of the Company payable when due.
Section 8.3 No Participant or Surviving Spouse shall have
any right to a benefit under the Plan except in accordance with
the terms of the Plan. Establishment of the Plan shall not be
construed to give any Participant the right to be retained in the
service of the Company.
Section 8.4 No interest of any person or entity in, or
right to receive a benefit under, the Plan shall be subject in
any manner to sale, transfer, assignment, pledge, attachment,
garnishment, or other alienation or encumbrance of any kind; nor
may such interest or right to receive a benefit be taken, either
voluntarily or involuntarily, for the satisfaction of the debts
of, or other obligations or claims against, such person or
entity, including claims for alimony, support, separate
maintenance and claims in bankruptcy proceedings.
Section 8.5 The Plan shall be construed and administered
under the laws of the State of Ohio.
Section 8.6 If the actuarial value of any retirement
benefit or surviving spouse benefit is less than $3,500, the
Company may pay the actuarial value of such Benefit to the
Participant or Surviving Spouse in a single lump sum in lieu of
any further benefit payments hereunder.
Section 8.7 If any person entitled to a benefit payment
under the Plan is deemed by the Company to be incapable of
personally receiving and giving a valid receipt for such payment,
then, unless and until claim therefor shall have been made by a
duly appointed guardian or other legal representative of such
person, the Company may provide for such payment or any part
thereof to be made to any other person or institution then
contributing toward or providing for the care and maintenance of
such person. Any such payment shall be a payment for the account
of such person and a complete discharge of any liability of the
Company and the Plan therefor.
Section 8.8 The Plan shall not be automatically terminated
by a transfer or sale of assets of the Company or by the merger
or consolidation of the Company into or with any other
corporation or other entity, but the Plan shall be continued
after such sale, merger or consolidation only if and to the
extent that the transferee, purchaser or successor entity agrees
to continue the Plan. In the event that the Excess Plan is not
continued by the transferee, purchaser or successor entity, then
the Plan shall terminate subject to the provisions of Section
7.2.
Section 8.9 Each Participant shall keep the Company
informed of his current address and the current address of his
spouse. The Company shall not be obligated to search for the
whereabouts of any person. If the location of a Participant is
not made known to the Company within three (3) years after the
date on which payment of the Participant's retirement benefit may
first be made, payment may be made as though the Participant had
died at the end of the three-year period. If, within one
additional year after such three-year period has elapsed, or,
within three years after the actual death of a Participant, the
Company is unable to locate any Surviving Spouse of the
Participant, then the Company shall have no
further obligation to pay any benefit hereunder to such
Participant or Surviving Spouse or any other person and such
benefit shall be irrevocably forfeited.
Section 8.10 Notwithstanding any of the preceding
provisions of the Plan, neither the Company nor any individual
acting as an employee or agent of the Company shall be liable to
any Participant, former Participant, Surviving Spouse or any
other person for any claim, loss, liability or expense incurred
in connection with the Plan.
Section 8.11 An assignment of part or all of a
Participant's Maximum Benefit pursuant to the terms of a QDRO
shall not reduce the Participant's Maximum Benefit for the
purpose of determining the benefit, if any, to be paid pursuant
to the provisions of this Plan.
Section 8.12 The benefits paid by this Plan shall not
duplicate benefits being paid or to be paid by the Retirement
Plan or any Supplemental Retirement Benefit the Participant or
Participant's spouse is receiving or may be entitled to receive.
Section 8.13 In the event a Participant's claim for Plan
benefits is denied or in the event the Participant disputes the
computation of the benefit amount, the Participant shall be
entitled to the same claims appeal procedure that is available to
the Participant under the terms of the Retirement Plan.