EXHIBIT 10.35
Indianapolis Power & Light Company
UNFUNDED DEFERRED
COMPENSATION PLAN
FOR
OFFICERS
Adopted November 30, 1993
Effective as of January 1, 1994
UNFUNDED DEFERRED COMPENSATION PLAN
FOR OFFICERS
RESOLVED, that effective January 1, 1994, there be and hereby is,
established and adopted, an unfunded deferred compensation plan (the
"Plan") for Officers of Indianapolis Power & Light Company ("the
Company") with respect to all or a part of their base salary earned on or
after January 1, 1994, the terms and conditions of which are as follows:
(l) The Plan shall be unfunded so that the Company is under merely a
contractual duty to make payments when due under the Plan. The
promise to pay shall not be represented by notes and shall not be
secured in any way. The Plan shall not be construed as an
agreement, consideration or inducement of employment or as
affecting in any manner the rights or obligations of the Company or
of the Officer to continue or to terminate the employment
relationship at any time.
(2) On or before December 31, 1993, or December 31 of any year
thereafter, an Officer may elect annually to defer receipt of all
or a specified part of his or her base salary by submitting to the
Secretary of the Company a written election for a specified period
of years that is not less than one calendar year and does not
extend beyond the year the Officer reaches his or her 70th
birthday, the form for which election is attached hereto, made a
part hereof and marked Exhibit A. A person elected as an Officer
who was not an Officer on the preceding December 31, or whose term
of office did not begin until after such date, may elect, before
his or her term begins, to defer all or a specified part of his or
her base salary for the balance of the calendar year.
(3) The amount deferred shall be withheld in twenty-six (26)
substantially equal bi-weekly installments. No amount
deferred
hereunder shall be paid to an Officer until after the end of the
period elected.
(4) The Company shall maintain a deferred compensation account for each
Officer participating in the Plan with respect to deferred base
salary and credit the account with interest on December 31 of each
year at the Current Interest Rate, as later defined. Interest
credited to the account will bear interest (compounded annually) at
the same rate.
(5) Any amount deferred under paragraph (2) above, together with
accumulated interest, shall, at the Officer's election, be
distributed either in a one lump sum payment or in substantially
equal annual installments over any period of from two to ten years,
with the lump sum or first installment being payable as soon as
practicable after the first day of the calendar year immediately
following the period elected and with any additional installments
being payable as soon as practicable after the first day of each
succeeding year thereafter. Amounts held pending distribution
pursuant to this item shall continue to accrue interest on December
31 of each year at the Current Interest Rate, as later defined.
(6) An election under paragraphs (2) and (5) above, as to the amount
deferred and the timing of the payment of such deferred amount,
shall be made by the Officer at the time the Officer first elects
to defer receipt of all or a part of his or her base salary. A new
election may be made each year; however, no change may be made in
an election after the December 31 preceding the year in which the
base salary is to be deferred, except that beneficiaries may be
changed at any time prior to the payment of any deferred amount.
Any change in an election made by an Officer after any such
December 31, will not be given effect by the Company.
(7) (a) Upon the death of an Officer or a person who has ceased to be
an Officer, prior to the receipt by such Officer of any deferred
amounts and interest from his or her account, all such deferred
amounts and interest in such account shall be payable to his or her
estate in one lump sum within ninety (90) days following his or her
death, unless an Officer elects pursuant to this paragraph (7) to
have such account balance paid to a beneficiary designated in
writing by such Officer; in which event, such account balance shall
be payable to such beneficiary, at the Officer's election, either
in one lump sum within ninety (90) days following the date of
death, or in substantially equal annual installments over a ten
year period beginning as soon as practicable after the first day of
the calendar year immediately following the year of death.
(b) In the event of the death of an Officer or a person who has
ceased to be an Officer after he or she begins receiving
installments from the deferred compensation account under paragraph
(5) above, the remaining installments shall be paid, when due, to
his or her designated beneficiary, if living; otherwise, the
balance in the deferred compensation account shall be paid in one
lump sum to his or her estate within ninety (90) days following his
or her death.
(c) If a designated beneficiary has begun receiving installments
under this paragraph (7), but dies before receiving the last
installment, the balance in the deferred compensation account shall
be paid in one lump sum to such beneficiary's estate within ninety
(90) days following his or her death.
(d) Amounts held by the Company pending distribution pursuant to
this paragraph (7) shall continue to accrue interest at the Current
Interest Rate, as later defined.
(8) The Officer and his or her beneficiary, as determined pursuant to
paragraph (7) above, shall not have any right to anticipate,
alienate or assign any rights under this Plan, and any effort to do
so shall be null and void. The monthly benefits payable under this
Plan shall be exempt from the claims of creditors or other
claimants and from all orders, decrees, levies and executions and
any other legal process to the fullest extent permitted by law.
(9) The chief executive officer of the Company shall be empowered to
place the Plan in effect under such additional conditions and terms
as shall not be inconsistent with the terms stated above and as
shall not jeopardize the status of the Plan as a deferred
compensation plan that allows an Officer of the Company not to
include deferred amounts (including interest) in gross income under
Federal income tax laws until the taxable year or years such
amounts are actually paid.
(10) The term "Current Interest Rate" shall mean the rate in effect on
December 31 of each calendar year that is equal to the Company's
cost of capital as determined by the Indiana Utility Regulatory
Commission in the Company's last general retail electric rate
order, unless otherwise determined by this Board of Directors.
To: The Corporate Secretary
Indianapolis Power & Light Company
Officer Election to Defer 1995 Compensation
The undersigned Officer of Indianapolis Power & Light Company (the
"Company"), under the Unfunded Deferred Compensation Plan for Officers
adopted November 30, 1993 by a resolution of the Board of Directors of the
Company, which becomes effective as of January 1, 1995, hereby elects under
Paragraph 2 of the Plan to defer $ of such Officer's 1995 base
salary for year(s) (not less than one year) beginning January 1, 1995
and ending December 31, (not beyond the year Officer reaches his or her
70th birthday).
The undersigned Officer understands that this annual election to defer
his or her base salary, including the method for distributing deferred
amounts, is irrevocable as to the amount and period selected and will not
continue from year to year.
Additional Elections permitted under Paragraphs (5) and (7) of the Plan:
(Select A or B)
A. Distribution to be made to me in one lump sum in accordance
with the Plan following the deferral period selected.
B. Distribution to be made to me in equal annual installments over
a period of _____ years (not less than two (2) years or more
than ten (10) years) in accordance with the Plan following the
deferral period selected.
(Select C, D or E)
C. Deferred amounts to be payable to my estate in one lump sum
within ninety (90) days following my death.
D. Deferred amounts to be payable to the beneficiary designated
below in one lump sum within ninety (90) days following my
death.
E. Deferred amounts to be payable to the beneficiary designated
below in equal annual installments over a ten (10) year period
beginning the first day of the calendar year following my
death.
Beneficiary:
Name Address
Dated this day of December, 1994
Check one:
This is a new election.
a change of beneficiary.
Officer,
Indianapolis Power & Light
Company
Exhibit A