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.