Exhibit 10.1
FIRST AMENDMENT TO THE
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INDIANAPOLIS POWER & LIGHT COMPANY
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SUPPLEMENTAL RETIREMENT PLAN AND TRUST AGREEMENT
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FOR A SELECT GROUP OF MANAGEMENT EMPLOYEES
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(AS LAST AMENDED AND RESTATED
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EFFECTIVE JANUARY 1, 1999)
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Pursuant to Section 12.01 of the Indianapolis Power & Light Company
Supplemental Retirement Plan and Trust Agreement for a Select Group of
Management Employees (the "Plan"), as last amended and restated effective
January 1, 1999, the Compensation Committee of the Board of Directors of IPALCO
Enterprises, Inc. ("Compensation Committee") hereby amends Section 4.01 of the
Plan to read in its entirety, as follows:
Section 4.01. Entitlement to Retirement Benefits . Entitlement to
Retirement Benefits . A Participant who retires or otherwise terminates his
employment with the Employer for reasons other than his death shall be entitled
to receive monthly supplemental pension benefits under this Plan only if:
(a) his employment with the Employer terminates on or after
his attainment of the Normal Retirement Age,
(b) his employment with the Employer terminates by reason of
his incurring a Total Disability, or
(c) his employment with the Employer terminates after his
completion of at least one (1) Year of Service.
The amount of the monthly supplemental pension benefits to which an eligible
Participant is entitled upon his retirement or other termination of employment
shall be equal to the Vested Portion of his Post-Tax Adjusted Benefit; provided,
however, that the amount of a Participant's Post-Tax Adjusted Benefit shall be
redetermined each January 1; provided, further, that under no circumstances may
the Post-Tax Adjusted Benefit payable to a Participant be less than the Vested
Portion of his Adjusted Accrued Benefit as determined on February 29, 1996. The
non-Vested Portion of a Participant's Post-Tax Adjusted Benefit shall be
governed by Section 4.02. The monthly payments shall begin on the first (1st)
calendar day of the month coinciding with or next following the date on which a
Participant attains his Normal Retirement Age or, if later, the date his
employment with the Employer is terminated and shall continue through the month
in which his death occurs; provided, however, that if a Participant's employment
with the Employer is terminated before his attainment of the Normal Retirement
Age, he may elect with the consent of the Company to have his benefits begin on
the first (1st) calendar day of the month following the date on which his
employment with the Employer is terminated or, if later, the first (1st) day of
the calendar month immediately following his attainment of age fifty-five (55).
If benefit payments to a Participant begin before his attainment of the Normal
Retirement Age, the amount of such Participant's monthly supplemental pension
benefits shall be reduced to the extent and in the same manner as such payments
would be reduced if made from the Company Retirement Plan; provided, however,
that notwithstanding anything contained in this Section to the contrary, a
Participant:
(a) who is:
(i) a Senior Executive Officer or
(ii) an Other Executive Officer specifically designated
by the Compensation Committee, and
(b) who at the date of his employment termination with the
Employer is at least age fifty-five (55) and has
completed at least thirty (30) years of Service
shall be eligible to elect the immediate commencement of his monthly
supplemental pension benefits without reduction; provided, further, that an
Other Executive Officer whose combined age and Service at the date of his
employment termination with the Employer is at least eighty-five (85) and who as
of his employment termination date has reached age fifty-five (55) but has not
reached age sixty-two (62) shall under no circumstances have a reduction in his
monthly supplemental pension benefit greater than twenty-five one-hundredths
(0.25) for each calendar month in which the benefit commencement date precedes
the date on which the Participant would have reached age sixty-two (62). If a
Participant is married at the date his benefit payments are to commence and
notwithstanding anything contained in this Plan to the contrary, his monthly
benefits shall be paid in the form of an actuarially equivalent joint and
survivor annuity determined in the same manner as the Joint and Survivor Annuity
Option under Section 205.50 of the Company Retirement Plan, unless such
Participant, with the written consent of his spouse witnessed by a Notary
Public, elects not to have his benefits paid in such form.
Payment of benefits under this Section 4.01 shall be made in accordance
with and consistent with the requirements set forth in Section 205 of ERISA;
provided, however, that subject to the applicable spousal consent requirements
contained in Section 205 of ERISA, a Participant may elect for his benefits to
be paid in any actuarially equivalent form of payment which is available under
the Company Retirement Plan (other than a single lump sum payment).
This First Amendment to the Plan has been executed on
this day of , 1996 and shall be effective as of
March 1, 1996.
COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS OF
IPALCO ENTERPRISES, INC.
By:
/s/ Otto N. Frenzel III
Its Chairman