File No. 70-6126
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
POST-EFFECTIVE AMENDMENT NO. 14
to
FORM U-1
________________________________
DECLARATION
under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
***
AMERICAN ELECTRIC POWER COMPANY, INC.
1 Riverside Plaza, Columbus, Ohio 43215
----------------------------------------
(Name of company or companies filing this statement
and address of principal executive offices)
***
AMERICAN ELECTRIC POWER COMPANY, INC.
1 Riverside Plaza, Columbus, Ohio 43215
----------------------------------------
(Name of top registered holding company
parent of each applicant or declarant)
***
A. A. Pena, Treasurer
AMERICAN ELECTRIC POWER SERVICE CORPORATION
1 Riverside Plaza, Columbus, Ohio 43215
John F. Di Lorenzo, Jr., Associate General Counsel
AMERICAN ELECTRIC POWER SERVICE CORPORATION
1 Riverside Plaza, Columbus, Ohio 43215
----------------------------------------
(Names and addresses of agents for service)
<PAGE>
American Electric Power Company, Inc. (the "Company"), a
registered holding company under the Public Utility Holding Company
Act of 1935, as amended (the "1935 Act"), hereby amends its
Declaration on Form U-1, in File No. 70-6126, as heretofore
amended, as follows:
ITEM 1. DESCRIPTION OF PROPOSED TRANSACTION
Under the Commission's orders dated April 25, 1978 (HCAR No.
20516), April 27, 1979 (HCAR No. 21022), June 24, 1980 (HCAR No.
21639), June 30, 1981 (HCAR No. 22112), June 28, 1982 (HCAR No.
22549), March 8, 1988 (HCAR No. 24594), December 12, 1990 (HCAR No.
25210), December 6, 1993 (HCAR No. 25939) and May 10, 1996 (HCAR
No. 26516) in this file, the Company was authorized to issue and
sell, from time to time through December 31, 2000, up to 3,800,000
shares of Common Stock, $6.50 par value, pursuant to the American
Electric Power System Employees Savings Plan (the "Savings Plan").
Through August 31, 1997, a total of 3,280,605 shares had been so
issued and sold, leaving a balance of 519,395 shares available for
issuance and sale up to December 31, 2000. The order dated
December 6, 1993 stated that the Company would not use the proceeds
from the issuance and sale of shares of its Common Stock pursuant
to the Savings Plan to acquire interests in "exempt wholesale
generators" ("EWGs") as defined in Section 32 of the 1935 Act and
in "foreign utility companies" ("FUCOs") as defined in Section 33
of the 1935 Act.
In its order dated May 10, 1996 in this file (HCAR No. 26516),
the Commission approved the use of proceeds from the issuance and
sale of up to 10,000,000 shares of Common Stock under, among other
things, the Savings Plan, to invest in EWGs and FUCOs, subject to
a limit of 50% of the consolidated retained earnings of the Company
determined in accordance with Rule 53 ("Investment Limit"). The
Company has requested authorization for an increase in the Invest-
ment Limit to 100% of consolidated retained earnings in File No.
70-9021.
Subject to this post-effective amendment being permitted to
become effective by order of the Commission, the Company proposes
to issue and sell, from time to time through December 31, 2001 up
to an additional 5,000,000 shares of its authorized unissued Common
Stock (the "Additional Common Stock") plus the unsold balance of
the shares of Common Stock heretofore authorized by the Commission
for issuance, to Fidelity Management Trust Company (the "Trustee"),
as a trustee of the Savings Plan, bringing the total authorized
under the Savings Plan to 8,800,000 shares of Common Stock. The
price to the Trustee of such shares on any date of sale will be the
average of the high and low sales price of the Company's Common
Stock on the New York Stock Exchange on such date (determined after
the close of trading for the day), but in no event less than the
par value thereof, except that the Trustee may avail itself of any
more favorable price that may be made available to it from time to
time, as a holder of Common Stock, through participation in a divi-
dend reinvestment plan, the exercise of stock rights, or otherwise.
From October 1984 through June 1996, the Company did not issue
and sell any shares of its Common Stock to the Trustee pursuant to
the Savings Plan and, during that time, the Trustee purchased
shares for participants' accounts on the open market. Currently,
the Trustee purchases shares directly from the Company solely for
the reinvestment of dividends and, since June 1996, the number of
shares sold to the Trustee has averaged about 145,000 shares every
three months. At this latter rate, approximately 2,700,000 shares
would be required for issuance and sale during the period from the
date of this amendment through the end of December 2001. The
Company believes that it would be prudent to have a sufficient
balance of authorized shares, in excess of the requirements indi-
cated by the present rate of sales, to allow for contingencies such
as decreases in the market price of the Common Stock, significant
increases in the rate of contributions to the AEP Stock Fund by
participants in the Savings Plan or the purchase of shares with
respect to such contributions directly from the Company.
The proceeds from the issuance and sale of the Additional
Common Stock will be used to pay at maturity unsecured debt of the
Company outstanding at the time, to make additional investments in
the common stock equities of subsidiaries of the Company, and for
other corporate purposes, including to acquire interests in EWGs or
FUCOs.
If the proceeds from the issuance and sale of Common Stock
pursuant to the Savings Plan are used for investment in EWGs or
FUCOs, then said issuance will be subject to the Investment Limit
and will be deducted from the 10,000,000 shares of Common Stock
authorized for that purpose in the May 10, 1996 order.
Compliance with Rule 54:
Rule 54 provides that in determining whether to approve
certain transactions other than those involving EWGs or FUCOs, as
defined in the 1935 Act, the Commission will not consider the
effect of the capitalization or earnings of any subsidiary which is
an EWG or FUCO if Rule 53(a), (b) and (c) are satisfied. The
requirements of Rule 53(a), (b) and (c) are satisfied.
Rule 53(a)(1). As of June 30, 1997, the Company, through its
subsidiary, AEP Resources, Inc., had aggregate investment in FUCOs
of $380,493,000. This investment represents approximately 23.6% of
$1,615,039,000, the average of the consolidated retained earnings
of the Company reported on Form 10-Q for the four consecutive
quarters ended June 30, 1997.
Rule 53(a)(2). Each FUCO in which the Company invests will
maintain books and records and make available the books and records
required by Rule 53(a)(2).
Rule 53(a)(3). No more than 2% of the employees of the opera-
ting company subsidiaries of the Company will, at any one time,
directly or indirectly, render services to any FUCO.
Rule 53(a)(4). The Company has submitted and will submit any
Form U-1 and certificate under Rule 24 filed with the Commission
under Rule 53, as well as a copy of Item 9 and Exhibits G and H of
the Company's Form U5S to each of the public service commissions
having jurisdiction over the retail rates of the Company's opera-
ting company subsidiaries.
Rule 53(b). (i) Neither the Company nor any subsidiary of the
Company is the subject of any pending bankruptcy or similar pro-
ceeding; (ii) the Company's average consolidated retained earnings
for the four most recent quarterly periods ($1,615,039,000) repre-
sented an increase of approximately $176,114,000 (or 12.2%) in the
average consolidated retained earnings from the previous four quar-
terly periods ($1,438,925,000); and (iii) for the fiscal year ended
December 31, 1996, the Company did not report operating losses
attributable to the Company's direct or indirect investments in
EWGs and FUCOs.
Rule 53(c). Rule 53(c) is inapplicable because the require-
ments of Rule 53(a) and (b) have been satisfied.
ITEM 2. FEES, COMMISSIONS AND EXPENSES
No other fees, other than the New York Stock Exchange listing
fee of $19,000, commissions or expenses, other than expenses esti-
mated not to exceed $1,000 and to be billed at cost by American
Electric Power Service Corporation, are to be paid or incurred by
the Company in connection with the proposed transactions.
ITEM 3. APPLICABLE STATUTORY PROVISIONS
The Company considers that Sections 6(a), 7, 32 and 33 of the
1935 Act and Rules 53 and 54 of the Commission thereunder are
applicable to the proposed sale of the Additional Common Stock.
ITEM 4. REGULATORY APPROVAL
No state or federal commission, other than the Securities and
Exchange Commission, has jurisdiction over the proposed transac-
tions.
ITEM 5. PROCEDURE
It is requested that the Commission's order permitting this
Amendment to become effective be issued on or before October 31,
1997. The Company waives any recommended decision by a hearing
officer or by any other responsible officer of the Commission;
consents to the Division of Corporate Regulation assisting in the
preparation of the Commission's decision in this matter, unless the
Division of Corporate Regulation opposes the transaction contem-
plated in this amendment; and requests that there be no waiting
period between the date of issuance of the Commission's order in
this matter and the date on which it is to become effective.
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS
The following exhibits are filed as part of this statement:
(a) Exhibits:
---------
B-1 Copy of American Electric Power System Employees
Savings Plan, as amended through February 26, 1997.
C-6 Copy of Registration Statement on Form S-8 under
the Securities Act of 1933 with respect to the
Savings Plan. Incorporated by reference to File
No. 33-1052.
G-1 Proposed Notice of Proposed Issuance and Sale of
Common Stock Pursuant to American Electric Power
System Employees Savings Plan.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
Post-Effective Amendment No. 14 to be signed on its behalf by the
undersigned thereunto duly authorized.
AMERICAN ELECTRIC POWER COMPANY, INC.
By:_______/s/_A._A._Pena___________
A. A. Pena
Treasurer
Dated: September 3, 1997
[97FN0033.AEP]
<PAGE>
Exhibit B-1
AMERICAN ELECTRIC POWER SYSTEM
EMPLOYEES SAVINGS PLAN
______________________________
Adopted August 25, 1977
Effective January 1, 1978
______________________________
Amended and Restated February 26, 1997
Named fiduciary and American Electric Power
plan administrator: Service Corporation
1 Riverside Plaza
Columbus, Ohio 43215
Trustees: Key Trust Company of Ohio, N. A.
Cleveland, Ohio 44114
and
Fidelity Management Trust Company
Boston, Massachusetts
<PAGE>
CONTENTS
AMERICAN ELECTRIC POWER SYSTEM EMPLOYEES SAVINGS PLAN
_____________________________________________________
Page
ARTICLE 1 Purpose and Effective Date 1
ARTICLE 2 Definitions 2
ARTICLE 3 Eligibility and Participation 11
ARTICLE 4 Contributions by Participants 12
ARTICLE 5 Contributions by Employers 16
ARTICLE 6 Investment of Contributions 22
ARTICLE 7 Valuation and Allocation 24
ARTICLE 8 Vesting and Forfeitures 25
ARTICLE 9 Withdrawals and Distributions 26
ARTICLE 10 Qualified Domestic Relations Orders 32
ARTICLE 11 Termination of Employment and
Temporary Absences 33
ARTICLE 12 Service Computation Periods and
Breaks in Service 34
ARTICLE 13 Beneficiaries 36
ARTICLE 14 Trust Fund and Expenses 37
ARTICLE 15 Administration 38
ARTICLE 16 Data Relating to Eligibility and
Benefits 40
ARTICLE 17 General Provisions 42
ARTICLE 18 Associated Companies 45
ARTICLE 19 Amendment and Termination 46
ARTICLE 20 Special Provisions Relating to
Employees Transferring from or to
Ohio Valley Electric Corporation 47
ARTICLE 21 Special Provisions Relating to the
Transfer of Assets From the Columbus
and Southern Ohio Electric Company
Employee's Thrift Plan 49
ARTICLE 22 Distribution Rollovers 53
ARTICLE 23 Recharacterization and Correction
Distributions 55
Appendix A Retirement Plan Contributions 58
<PAGE>
ARTICLE 1. PURPOSE AND EFFECTIVE DATE
Section 1.1 The purpose of the American Electric Power
System Employees Savings Plan is to establish a convenient way
for employees of the companies of the American Electric Power
System (i) to supplement their retirement income by saving on a
regular and long-term basis, (ii) to acquire shares of common
stock of American Electric Power Company, Inc. and (iii) to
provide additional financial security for emergencies, thereby
offering these employees an additional incentive to continue
their careers with such companies.
Section 1.2 The effective date of the Savings Plan is
January 1, 1978, and the effective date of this amended and
restated plan is October 1, 1995.
ARTICLE 2. DEFINITIONS
Section 2.1 Whenever the terms set forth in this
Article are used in the Savings Plan they shall have the
meaning specified, unless the context clearly requires a
different meaning. Certain terms which appear in only one
Article are defined in that Article. Unless the context
clearly requires otherwise, a singular term includes a plural
term, and a plural term includes a singular term.
Section 2.2 "Account" means, with respect to any
Participant, the Participant's (i) Before-Tax Contributions
Account, (ii) After-Tax Contributions Account, (iii) Retirement
Plan Contributions Account, (iv) Rollover Contributions
Account, (V) Employer Contributions Account, (vi) CSP Before-
Tax Contributions Account, (vii) CSP After-Tax Contributions
Account, and (viii) CSP Employer Contributions Account.
Section 2.3 "AEP" means American Electric Power
Company, Inc.
Section 2.4 "AEP Stock" means shares of common stock of
AEP.
Section 2.5 "AEP Stock Fund" means a fund, together
with the earnings thereon, invested entirely in AEP Stock or
Short-term Investments.
Section 2.6 "After-Tax Contributions" means contribu-
tions by a Participant, as provided in Article 4.
Section 2.7 "After-Tax Contributions Account" means
that portion of the Trust Fund which, with respect to any Par-
ticipant, is attributable to the Participant's After-Tax
Contributions and any related Investment Income.
Section 2.8 "Alternate Payee" means the spouse, former
spouse, child, or other dependent of a Participant assigned an
interest in the Participant's Account pursuant to the terms of
a Qualified Domestic Relations Order.
Section 2.9 "Before-Tax Contributions" means
contributions by a Participant as provided in Article 4.
Section 2.10 "Before-Tax Contributions Account" means
that portion of the Trust Fund which, with respect to any
Participant, is attributable to an Employer's Before-Tax
Contributions made on behalf of a Participant and any related
Investment Income.
Section 2.11 "Before-Tax Contribution Agreement" means
an agreement between a Participant and the Participant's
Employer which is described in Article 4.
Section 2.12 "Beneficiary" means the person designated
by a Participant, in accordance with the provisions of Article
13, to receive the distribution provided for in Article 10.
Section 2.13 "Break in Service" means an event described
in Section 12.3.
Section 2.14 "Code" means the Internal Revenue Code of
1986, as amended.
Section 2.15 "Company" means American Electric Power
Service Corporation.
Section 2.16 "Compensation" for purposes of Article 5,
means wages within the meaning of Section 3401(a) of the Code
(for purposes of income tax withholding at the source) actually
paid by an Employer to an Employee during a Plan Year but
determined without regard to any rules that limit remuneration
included in wages based on the nature or location of the
employment or services performed. For purposes of satisfying
the discrimination tests of Sections 401(k) and 401(m) of the
Code, the term Compensation may also include elective
contributions made by the Employer on behalf of its Employees
during a Plan Year that are not included in the Employee's
gross income under Section 125 or 402(e) of the Code.
The annual compensation of each Participant taken into
account for determining all benefits provided under the Savings
Plan for any Plan Year shall not exceed $150,000, as adjusted
for increases in the cost-of-living in accordance with Section
401(a)(17)(B) of the Code. The cost-of-living adjustment in
effect for a calendar year applies to any determination period
beginning in such calendar year. If the determination period
consists of fewer than 12 months, the annual compensation limit
is an amount equal to the otherwise compensation limit
multiplied by a fraction, the numerator of which is the number
of months in the short determination period, and the
denominator of which is 12.
In determining the compensation of a Participant for
purposes of this limitation, the rules of Section 414(q)(6) of
the Code shall apply, except in applying such rules, the term
"family" shall include only the spouse of the Participant and
any lineal descendants of the Participant who have not attained
age 19 before the close of the Plan Year. If, as a result of
the application of such rules the adjusted annual compensation
limitation is exceeded, then the limitation shall be prorated
among the affected individuals in proportion to each such
individual's compensation as determined under this Section
prior to the application of this limitation.
Section 2.17 "Contributions" means, as the context may
require, Employee Contributions and Employer Contributions.
Section 2.18 "CSP After-Tax Contributions" means
contributions by a Participant as provided in Article 21.
Section 2.19 "CSP After-Tax Contributions Account" means
that portion of the Trust Fund which, with respect to any
Participant, is attributed to the Participant's CSP After-Tax
Contributions and any related investment income.
Section 2.20 "CSP Before-Tax Contributions" means
contributions by a Participant as provided in Article 21.
Section 2.21 "CSP Before-Tax Contributions Account"
means that portion of the Trust Fund which, with respect to any
Participant, is attributed to the Participant's CSP Before-Tax
Contributions and any related investment income.
Section 2.22 "CSP Employer Contributions" means
contributions by an Employer pursuant to Article 21.
Section 2.23 "CSP Employer Contributions Account" means
that portion of the Trust Fund which, with respect to any
Participant, is attributable to any Employer Contributions made
on the Participant's behalf pursuant to Article 21 and any
related investment income.
Section 2.24 "Disabled" means a Participant's inability
to work at any gainful occupation for which the Participant may
be able, or may reasonably become qualified by education,
training or experience to perform.
Section 2.25 "Earnings" means an Employee's regular
straight time pay, or base wage or salary paid by the
Employee's Employer including: (a) any base wage or salary lump
sum payment made as part of the Employer's regular compensation
program that may be paid in lieu of or in addition to a base
wage or salary increase, (b) Before-Tax Contributions, (c) base
wage or salary reductions pursuant to Section 125 of the Code,
and (d) sick pay and salary continuation, and excluding: (e)
overtime pay, (f) premium payments, (g) bonuses such as but not
limited to project bonuses and sign-on bonuses, (h) performance
pay awards, (i) incentive pay awards, (j) severance pay, (k)
relocation payments, or (1) any other form of additional
compensation, except for (a) above, that is not considered to
be part of straight time pay, base wage or base salary.
Section 2.26 "Eligible Employee" means an Employee who
has satisfied the requirements of Sections 3.1 or 3.2 and who
is a not an Excluded Employee.
Section 2.27 "Eligible Highly Compensated Employee"
means a highly compensated active Employee or a highly
compensated former Employee.
A highly compensated active Employee includes any Employee
who during the current Plan Year or the preceding Plan Year:
(a) was a 5 percent or more owner of the Employer;
(b) received more than $75,000, as indexed, of annual
compensation from the Employer;
(c) received more than $50,000, as indexed, of annual
compensation from the Employer and was among the top 20
percent of the Employer's work force in terms of
compensation;
(d) was an officer of the Employer and received
compensation of more than one-half of the dollar limit on
annual benefits under defined benefit plans. For purposes
of this subparagraph (d), no more than 50 Employees or, if
fewer, the greater of three Employees or 10 percent of the
Employees are to be treated as officers. If no officer
has compensation in excess of one-half of the defined
benefit plan limit, the most highly paid officer of the
Employer will nevertheless be treated as an officer.
In the case of a Plan Year for which the determination of
Eligible Highly Compensated Employee is being made, an Employee
not described in subparagraphs (b), (c) or (d) for the prior
Plan Year shall not be treated as described in subparagraph
(b), (c) or (d) for the Plan Year for which the determination
is being made, unless such Employee is a member of a group
consisting of the 100 Employees paid the greatest compensation
during the Plan Year for which such determination is being
made.
If an Employee is a member of the family of either a 5
percent owner or a highly compensation employee in the group
consisting of the 10 highly compensated employees paid the
greatest compensation during the Plan Year, then such Employee
shall not be considered a separate Employee and any
compensation paid to such Employee (and any applicable
contribution or benefit on behalf of such employee) shall be
treated as if it were paid to, or on behalf of, the 5 percent
owner or highly compensated employee.
A highly compensated former Employee includes any Employee
who separated from service (or was deemed to have separated)
prior to the Plan Year, performs no service for the Employer
during the Plan Year, and was an highly compensated active
Employee for either the separation year or any Plan Year ending
on or after the Employee's 55th birthday.
Compensation for the purpose of this Section 2.28, means
compensation within the meaning of Section 415(c)(3) of the
Code including amounts not includable in gross income under
Sections 125, 402(e)(3), 402(h) or 403(b) of the Code.
Section 2.28 "Employee" means any person, including an
officer, (i) who is rendering services to an Employer for which
the Employee is receiving from the Employer wages, as defined
in Section 3121(a) but determined without regard to the dollar
limitations in Section 3121(a)(1) of the Code (relating to
remuneration subject to social security taxes) or the
corresponding provisions of any successor legislation, or (ii)
who is on sick leave under an Employer's sick leave plan, or
(iii) who is a Leased Employee, but shall not include an
director of an Employer who receives compensation only as a
Member of the Board of Directors of such Employer, or any
person who receives for rendering a service a retainer or fee
under contract.
Section 2.29 "Employee Contributions" means, as the
context may require, any one or more of (i) After-Tax Contribu-
tions, (ii) Before-Tax Contributions (iii) Retirement Plan
Contributions, (iv) Rollover Contributions, (v) CSP After-Tax
Contributions, and (vi) CSP Before-Tax Contributions.
Section 2.30 "Employer" means any of the Associated
Companies referred to in Article 18.
Section 2.31 "Employer Contributions" means contribu-
tions by an Employer pursuant to Article 4.
Section 2.32 "Employer Contributions Account" means that
portion of the Trust Fund which, with respect to any Partici-
pant, is attributable to any Employer Contributions made on the
Participant's behalf pursuant to Section 5.1 and any related
Investment Income, and to any CSP Employer Contributions made
on the Participant's behalf and any related investment income.
Section 2.33 "Employers" means all of the Associated
Companies referred to in Article 18, considered collectively.
Section 2.34 "Excluded Employee" means an Employee (a)
who is covered by the National Bituminous Coal Wage Agreement
(or by any successor agreement between the United Mine Workers
of America and the Bituminous Coal Operators Association) or
(b) who is covered by any other collective bargaining agreement
and the Employer and the union have agreed that members of the
collective bargaining unit are not to be covered by the Savings
Plan or (c) who is a Leased Employee or (d) who is a member of
the affiliated craft unions belonging to the Building and
Construction Trades Department (AFL-CIO) and the International
Brotherhood of Teamsters, Chauffeurs, Warehousemen and Helpers
of America.
Section 2.35 "Fixed Income Fund" means, as the context
may require, such fund or funds as may be designated from time
to time by the Board of Directors of the Company, together with
the earnings thereon, (i) held or guaranteed by an insurance
company, banking institution, primary dealer as designated by
the Federal Reserve Bank of New York in the form of a
repurchase agreement, or other corporate entity pursuant to an
agreement containing provisions for the repayment in full of
the amounts transferred to the holder or guarantor plus
interest at a yield for a specified period, or (ii) invested in
direct obligations of the United States Government or agencies
thereof, whose obligations are guaranteed as to the payment of
principal and interest by the United States Government, or in
private or public securities rated AAA by either Standard &
Poor's or Moody's, or in a managed fixed income portfolio whose
overall credit rating averages AAA- or higher by either
Standard & Poor's or Moody's, or (iii) invested in assets that
meet the criteria in (i) and (ii) whose benefit responsiveness,
liquidity and/or maturity date is provided for by a third
party, or (iv) invested in Short-term Investments, including in
all cases a commingled fund or common trust.
Section 2.36 "Fund or Funds" means the Mutual Funds, the
AEP Stock Fund and the Fixed Income Fund.
Section 2.37 "Hour of Service" means each hour, in any
applicable Service Computation Period as determined under
Article 12, (i) for which an Employee is directly or indirectly
paid, or entitled to payment, by the Employee's Employer either
for the performance of duties or for reasons other than for the
performance of duties (such as holidays, vacation, sickness or
disability) or (ii) for which back pay for an Employee,
irrespective of mitigation of damages, has been either awarded
or agreed to by the Employer.
Section 2.38 "Investment Income" means, with respect to
any Contributions, the earnings, gains and losses derived from
the investment of such Contributions.
Section 2.39 "Layoff" means an Employee's absence from
employment in accordance with a notice of layoff from the
Employee's Employer during which absence the Employee has
reemployment rights. An Involuntary Termination of Employment
or a discharge for cause is not a Layoff.
Section 2.40 "Leased Employee" means any person (other
than an Employee of the Employer) who pursuant to an agreement
between the Employer and any other person ("leasing
organization") has performed services for the Employer (or for
the Employer and related persons determined in accordance with
section 414(n)(6) of the Code) on a substantially full time
basis for a period of at least one year, and such services are
of a type historically performed by Employees in the business
field of the Employer. Contributions or benefits provided a
Leased Employee by the leasing organization which are
attributable to services performed for the Employer shall be
treated as provided by the Employer.
A Leased Employee shall not be considered an Employee of
the Employer if: (i) such employee is covered by a money
purchase pension plan providing: (1) a nonintegrated employer
contribution rate of at least 10 percent of compensation, as
defined in section 415(c)(3) of the Code, but including amounts
contributed pursuant to a salary reduction agreement which are
excludable from the employee's gross income under sections 125,
402(e)(3), 402(h)(1)(B), or 403(b) of the Code, (2) immediate
participation, and (3) full an immediate vesting; and (ii)
Leased Employees do not constitute more than 20 percent of the
Employer's nonhighly compensated work force.
Section 2.41 "Leave of Absence" means an Employee's
absence from employment without pay, with the consent of the
Employee's Employer, under the Employer's standard personnel
practices, for any authorized reason.
Section 2.42 "Military Service" means service in the
Armed Forces of the United States of America with respect to
which an Employee has reemployment rights under applicable law
or regulations.
Section 2.43 "Mutual Funds" means securities issued by
the investment companies advised by Fidelity Management &
Research Company and designated as investment options for
Savings Plan Participants in the Trust Agreement between the
Company and Fidelity Management Trust Company.
Section 2.44 "Participant" means any Eligible Employee
who becomes a Participant as provided in Section 3.4.
Section 2.45 "Plan Year" means each calendar year
commencing with 1978.
Section 2.46 "Qualified Domestic Relations Order" means
a judgment, decree, or order which (i) relates to the provision
of child support, alimony payments, or marital property rights
of a Spouse, former Spouse, child, or other dependent of a
Participant, (ii) is made pursuant to a state domestic
relations law, (iii) creates or recognizes a right in such a
person to receive all or a portion of the benefits payable to a
Participant under the Savings Plan, and (iv) clearly states:
(a) the name and last known mailing address of the Participant
and each person in whom rights are created or recognized, (b)
the amount or percentage of the Participant's benefit to be
paid by the Savings Plan to each such person, or the method in
which the amount or percentage is to be determined, and (c) the
number of payments or period to which the order applies;
provided, however, that except to the extent allowed by appli-
cable statute or regulations, no judgment, decree, or order
shall be a Qualified Domestic Relations Order if it (i) re-
quires the Savings Plan to provide any type or form of benefit
or option not otherwise provided under the Savings Plan, (ii)
requires the Savings Plan to provide increased benefits, or
(iii) requires the payment of benefits to any person which are
required to be paid to another person pursuant to an earlier
Qualified Domestic Relations Order.
Section 2.47 "Recordkeeper" means Fidelity Management
Trust Company as provided in the Trust Agreement between
Fidelity Management Trust Company and the Company.
Section 2.48 "Reemployment Commencement Date" means, in
the case of an Employee who has terminated employment and is
subsequently reemployed, the date (after the Employee's
Termination of Employment) on which the Employee first performs
an Hour of Service or, if the Employee is engaged in the
Maritime Industry, a Day of Service for an Employer.
Section 2.49 "Reemployed Participant" means a former
Eligible Employee (i) who was a Participant, (ii) who has
terminated employment with an Employer or has become an
Excluded Employee, and (iii) who is subsequently reemployed (or
employed) by any Employer as an Eligible Employee.
Section 2.50 "Retirement Plan Contributions" means the
amounts described in Appendix A.
Section 2.51 "Retirement Plan Contributions Account"
means that portion of the Trust Fund which, with respect to any
Participant, is attributable to the Participant's Retirement
Plan Contributions and any related Investment Income.
Section 2.52 "Rollover Contribution" means a
Participant's or an Employee's transfer to the Trust Fund of a
qualifying rollover distribution, as defined in Section 402(c)
of the Code, from another qualified plan or a qualifying
distribution from a conduit individual retirement account, as
defined in Section 408(d)(3) of the Code.
Section 2.53 "Rollover Contributions Account" means that
portion of the Trust Fund which, with respect to any
Participant or Employee, is attributable to a Rollover
Contribution made by the Participant or Employee and any
related Investment Income.
Section 2.54 "Savings Plan" means the American Electric
Power System Employees Savings Plan, as set forth herein or as
amended from time to time.
Section 2.55 "Service Computation Period" means a 12-
consecutive-month period described in Sections 12.1 and 12.2.
Section 2.56 "Spouse" means a Participant's husband or
wife, and includes a former husband or wife to the extent
provided under a Qualified Domestic Relations Order.
Section 2.57 "Trust Fund" means the aggregate Funds held
by the Trustee under the trust agreement or agreements estab-
lished for the purposes of this Savings Plan.
Section 2.58 "Trustee" means Key Trust Company of Ohio,
N. A., as Trustee of the Fixed Income Fund, and Fidelity
Management Trust Company, as Trustee of the AEP Stock Fund and
Mutual Funds, acting under the trust agreements established for
the purposes of this Savings Plan.
ARTICLE 3. ELIGIBILITY AND PARTICIPATION
Section 3.1 Every Employee who is not an Excluded
Employee shall become an Eligible Employee upon the completion
of six months of continuous service. A Reemployed Participant
shall become an Eligible Employee on the Employee's
Reemployment Commencement Date, with no waiting period.
Section 3.2 An Employee who is not an Excluded Employee
and who (i) has completed less than six months of continuous
service and (ii) is reemployed before the Employee incurs the
greater of (a) five consecutive Breaks in Service or (b) a
number of consecutive Breaks in Service equal to the Employee's
total number of Service Computation Periods prior to the Breaks
in Service, shall become an Eligible Employee on the Employee's
Reemployment Commencement Date. Every other reemployed
Employee shall be considered a new Employee for purposes of
Section 3.1.
Section 3.3 In determining length of service for
purposes of Sections 3.1 and 3.2, service rendered to any of
the Employers, or to a predecessor of any of the Employers,
shall be taken into account.
Section 3.4 An Eligible Employee becomes a Participant
at any time by contacting the Recordkeeper and (i) electing,
through the Recordkeeper, to make After-Tax Contributions or
Before-Tax Contributions as provided in Article 4, and (ii)
making an investment election as provided in Article 6, and
(iii) naming a Beneficiary as provided in Section 13.1 on a
beneficiary designation form provided by the Eligible
Employee's Employer. An Eligible Employee's election to make
After-Tax Contributions or Before-Tax Contributions authorizes
the Employer to make regular payroll deductions of such
Contributions.
ARTICLE 4. CONTRIBUTIONS BY PARTICIPANTS
Section 4.1 A Participant may elect to make After-Tax
Contributions, as provided in Section 4.2, or Before-Tax
Contributions, as provided in Section 4.3. After-Tax
Contributions and before-Tax Contributions are to be made in
multiples of one (1) whole percentage of Earnings, not to
exceed 17 percent of Earnings. If a Participant elects to make
both After-Tax Contributions and Before-Tax Contributions, the
combined contribution percentages cannot exceed 17 percent of
Earnings. A Participant who ceases to be an Eligible Employee
shall no longer be permitted to contribute to the Savings Plan
until the Participant again becomes an Eligible Employee.
Section 4.2 A Participant may elect to make After-Tax
Contributions by instructing the Recordkeeper as to the percent
of the Participant's Earnings to be contributed as After-Tax
Contributions. Except as otherwise provided in Sections 4.6
and 4.7, all Participant After-Tax Contributions (i) shall be
made by payroll deductions at the end of each payroll period,
(ii) shall be based upon the Earnings received during such
payroll period, and (iii) shall commence as soon as practicable
after the Participant notifies the Recordkeeper as to the
After-Tax Contribution percentage. Participant After-Tax
Contributions for each payroll period shall be remitted to the
trustee in cash as soon as practicable.
Section 4.3 A Participant may elect to make Before-Tax
Contributions by instructing the Recordkeeper as to the percent
of the Participant's Earnings to be contributed as Before-Tax
Contributions. The instruction to the Recordkeeper shall be
deemed to be a Before-Tax Contribution Agreement in which the
Participant agrees to accept a reduction in compensation from
the Employer in an amount equal to the amount of the
Participant's Before-Tax Contribution election. In
consideration of such Agreement, the Employer shall make
Before-Tax Contributions in an amount equal to such reduction
in compensation as soon as practicable after the end of each
payroll period. No Participant shall be permitted to have
Before-Tax Contributions made under the Savings Plan, or any
other qualified plan maintained by the Employer, during any
taxable year, in excess of the dollar limitation contained in
Section 402(g) of the Code in effect at the beginning of such
taxable year regardless of the Before-Tax Contribution
percentage election made by the Participant.
Section 4.4 The Before-Tax Contribution Agreement shall
be governed by the following rules:
(a) The Employer may, at any time, amend any Before-
Tax Contribution Agreement to decrease the Before-Tax
Contribution Percentage if:
(i) The Employer determines that such decrease
is necessary to comply with the limitations set forth
in section 4.8, or
(ii) The Employer determines that such decrease
is necessary to comply with limitations set forth in
Sections 5.3 or 5.4.
(b) If a Participant's Before-Tax Contribution
Agreement needs to be amended as provided in Subsection
4.4(a) or if the Participant's Before-Tax Contributions
will exceed the limitation contained in Section 402(g) of
the Code, the Participant's Before-Tax Contributions shall
be treated as either (i) After-Tax Contributions or (ii)
paid to the Participant each payroll period pursuant to an
election made by the Participant at the time the
Participant elected to make Before-Tax Contributions. If
a Participant did not make an election, the Participant's
excess Before-Tax Contribution shall be paid to the
Participant each payroll period.
(c) If, pursuant to Section 4.4(a)(i), the Employer
determines that it is necessary to amend Agreements of
Participants within the highly-compensated group, all
reductions of Before-Tax Contribution Percentages shall be
made in increments of 1 percentage point, beginning with
the highest Before-Tax Contribution Percentage existing
within the highly-compensated group and affecting all
Participants with such Percentage, and continuing in
serial order until the limitations set forth in Section
4.8 are met.
Section 4.5 A Participant may change the Participant's
rate of After-Tax Contributions or Before-Tax Contributions by
giving notice to the Recordkeeper. Such change shall be imple-
mented as soon as possible. In the event the Earnings of a
Participant change, the Participant's rate of After-Tax
Contributions and Before-Tax Contributions then in effect shall
be applied to the Participant's changed Earnings without any
further action by the Participant.
Section 4.6 If a Reemployed Participant who was absent
as a result of Military Service or Public Service returns to
active employment and there has not been a Termination of
Employment under Section 11.2, the Participant may elect within
ninety (90) days after such return to make a lump-sum payment
to the Employer equal to the total After-Tax Contributions
and/or Before-Tax Contributions eligible for matching Employer
Contributions which would have been made had there been no such
absence. Such payment shall be made on the basis of the
Participant's Earnings and rate of After-Tax Contributions
and/or Before-Tax Contributions eligible for matching Employer
Contributions on the date of the commencement of such absence.
Alternatively, the Participant may make payments of the same
amount in installments by payroll deductions from the
Participant's Earnings over a period of up to five (5) years.
Any such payments (either lump sum or installments) shall be
treated as After-Tax Contributions for the Plan Year in which
the payments are made and Employer Contributions shall be made
with respect thereto. The Employee Contributions under this
Section shall be in addition to any Employee Contributions
elected under Sections 4.2 or 4.3.
Section 4.7 If a Participant who received Workers'
Compensation or Maintenance and Cure Payments and Sick Leave or
Salary Continuation under the plans provided by the Employer
during an absence due to an occupational illness or injury
returns to active employment and there has not been a
Termination of Employment under Section 11.2, the Participant
may elect within 14 days after such return to make a lump-sum
payment to the Employer equal to the total After-Tax
Contributions and/or Before-Tax Contributions eligible for
matching Employer Contributions which would have been made had
there been no such absence. Such payment shall be made on the
basis of the Participant's Earnings and rate of After-Tax
Contributions and/or Before-Tax Contributions eligible for
matching Employer Contributions on the date of the commencement
of such absence. Any such payment shall be treated as After-
Tax Contributions for the Plan Year in which the payments are
made and Employer Contributions shall be made with respect
thereto. The Employee Contributions under this Section shall
be in addition to any Employee Contributions elected under
Sections 4.2 or 4.3.
Section 4.8 After-Tax Contributions made by Eligible
Highly Compensated Employees and Employer Contributions made on
behalf of Eligible Highly Compensated Employees for a Plan Year
must satisfy the requirements of Section 401(m)(2) of the Code
and Section 1.401(m)-1(b) of the Income Tax Regulations.
Before-Tax Contributions made on behalf of Eligible Highly
Compensated Employees for a Plan Year must meet the
requirements of Section 401(k) of the Code and Section
1.401(k)-1(b) of the Income Tax Regulations. In addition,
After-Tax Contributions, Before-Tax Contributions, and Employer
Contributions allocated to an Eligible Highly Compensated
Employee's Account for a Plan Year must satisfy, when
appropriate, the requirements of Section 401(m)(9) of the Code
and Section 1.401(m)-2 of the Income Tax regulations. Any
After-Tax contributions exceeding the limitation imposed by
this Section 4.9 shall be reclassified or returned to the
Participant pursuant to the provisions of Article 23 and in
accordance with a reclassification or refund election made by
the Participant.
Section 4.9 A Participant or an Employee who is not an
Excluded Employee regardless of whether the Employee has
satisfied the participation requirements of Article 3, may
transfer to the Trust Fund (i) a qualifying rollover
distribution, as defined in Section 402(c) of the Code, from
another qualified plan or (ii) a qualifying distribution from a
conduit individual retirement account, as defined in Section
408(d)(3) of the Code. The amounts transferred shall be
invested in the Funds in the amounts designated by the Employee
or Participant. The transferred amount shall be fully vested
and nonforfeitable and shall be subject to the same withdrawal
restrictions that Employee Contributions are subject to. The
plan administrator shall develop such procedures, and may
require such information from an Employee or Participant
desiring to make such a transfer, as it deems necessary or
desirable to determine that the proposed transfer will meet the
requirements of this Section and the requirements of Sections
402 and 408 of the Code.
ARTICLE 5. CONTRIBUTIONS BY EMPLOYERS
Section 5.1 Subject to the limitations contained in
Sections 5.3 and 5.4, each Employer shall contribute on behalf
of each of its Participants an amount equal to 50% of the
amount, not in excess of 6% of a Participant's Earnings,
contributed to the Savings Plan by the Employer's Participants,
whether as After-Tax Contributions, Before-Tax Contributions,
or a combination thereof. No Employer Contributions shall be
made with respect to Rollover Contributions.
Section 5.2 Employer Contributions shall be made to the
Trustee in cash as soon as possible and shall be invested in
the AEP Stock Fund. The Trustee shall purchase AEP Stock on
the open market, in private transactions or directly from AEP,
in accordance with a non-discretionary purchasing program. Any
purchase of AEP Stock directly from AEP shall be at the average
of the highest and lowest selling prices of AEP Stock on the
New York Stock Exchange on the date of purchase, except that
the Trustee may avail itself of any more favorable price that
may be made available to it from time to time, as a holder of
AEP Stock, through participation in a dividend reinvestment
plan, the exercise of stock rights, or otherwise.
Section 5.3 The maximum amount of Employer Contri-
butions, Before-Tax Contributions and After-Tax Contributions
allocated to a Participant's Account for a Plan Year shall be
determined under the following rules:
(a) The aggregate of:
(i) the amount allocated to any Participant
pursuant to the American Electric Power System
Employee Stock Ownership Plan during such Plan Year,
and
(ii) the Employer Contributions, Before-Tax
Contributions and After-Tax Contributions allocated
to any Participant during such Plan Year, and
(iii) the contributions of an Employer
allocated to the Participant during such Plan Year
pursuant to any other qualified defined contribution
plan provided by an Employer,
(iv) the amount of such Participant's
contributions to any other qualified contribution
plan provided by an Employer,
(v) forfeitures, and
(vi) amounts allocated, after March 31, 1984,
to an individual medical account, as defined in
Section 415(l)(2) of the Code, which is part of a
pension or annuity plan maintained by the Employer,
and amounts derived from contributions paid or
accrued after December 31, 1985, in taxable years
ending after such date, which are attributable to
post-retirement medical benefits, allocated to the
separate account of a key employee, as defined in
Section 419A(d)(3) of the code, under a welfare
benefit fund, as defined in Section 419(e) of the
Code, maintained by the Employer may not exceed the
lesser of (A) $30,000 plus the amount allocated to
such Participant pursuant to the American Electric
Power System Employees Stock Ownership Plan or (B)
25% of the compensation of such Participant from the
Employer during such Plan Year. Whenever Congress or
the Internal Revenue Service modifies the limitations
set forth in the preceding sentence, such limitations
shall be automatically adjusted without any further
amendment to the Savings Plan.
Section 5.4 Notwithstanding any provisions in the
Savings Plan to the contrary, the following provisions shall
become effective in any Plan Year in which the Savings Plan is
determined to be a Top-Heavy Plan.
(a) For purposes of this section, the following
definitions shall apply:
(i) Key Employee shall mean any Employee or
former Employee (and the beneficiaries of such an
Employee) who at any time during the determination
period was an officer of an Employer if such indi-
vidual's annual Compensation exceeds 50% of the
dollar limitation under Section 415(b)(1)(A) of the
Code, an owner (or considered an owner under Section
318 of the Code) of one of the ten largest interests
in American Electric Power Company, Inc., if such
individual's Compensation exceeds 100% of such dollar
limitation, a 5% owner of American Electric Power
Company, Inc., or a 1% owner of American Electric
Power Company, Inc., who has annual Compensation of
more than $150,000. The determination period is the
Plan Year containing the Determination Date and the
four preceding Plan Years. The determination of who
is a Key Employee shall be made in accordance with
Section 416(i)(l) of the Code.
(ii) The Savings Plan shall be a Top-Heavy Plan
for any Plan Year, if any of the following conditions
exists:
(A) The Top-Heavy Ratio for the Savings
Plan exceeds 60%, and the Savings Plan is not
part of any Required Aggregation Group or
Permissive Aggregation Group,
(B) The Savings Plan is a part of a
Required Aggregation Group (which is not part of
a Permissive Aggregation Group) and the Top-
Heavy Ratio for the group exceeds 60%, or
(C) The Savings Plan is a part of a
Required Aggregation Group and part of a
Permissive Aggregation Group and the Top-Heavy
Ratio for the Permissive Aggregation Group
exceeds 60%.
(iii) The Top-Heavy Ratio for any Required
Aggregation Group or Permissive Aggregation Group, as
appropriate, is a fraction, the numerator of which is
the sum of the present value of accrued benefits
under the aggregated defined benefit plan(s) for all
Key Employees as of the Determination Date(s),
including any part of any accrued benefit distributed
in the five-year period ending on the Determination
Date(s), and the sum of account balances under the
aggregated defined contribution plan(s) for all Key
Employees as of the Determination Date(s), and the
denominator of which is the sum of the present values
of all accrued benefits under the aggregated defined
benefit plan(s), including any part of any accrued
benefit distributed in the five-year period ending on
the Determination Date(s), for all participants and
the sum of the account balances under the aggregated
defined contribution plan(s) for all participants as
of the Determination Date(s), all determined in
accordance with Section 416 of the Code and the
Regulations thereunder. The account balances under a
defined contribution plan in both the numerator and
denominator of the Top-Heavy Ratio shall be adjusted
for any distribution of an account balance made in
the five-year period ending on the Determination
Date(s).
(A) For purposes of subsection (iii), the
value of account balances and the present value
of accrued benefits will be determined as of the
most recent Valuation Date that falls within or
ends with the 12-month period ending on the
Determination Date. The account balances and
accrued benefits of a participant (i) who is not
a Key Employee but who was a Key Employee in a
prior Plan Year, or (ii) who has not performed
services for an Employer maintaining the Savings
Plan at any time during the five-year period
ending on the Determination Date will be
disregarded. The calculation of the Top-Heavy
Ratio, and the extent to which distributions,
rollovers, and transfers are taken into account,
shall be made in accordance with Section 416 of
the Code. When aggregating plans, the value of
account balances and accrued benefits will be
calculated with reference to Determination Dates
that fall within the same calendar year.
(iv) Permissive Aggregation Group shall mean
the Required Aggregation Group plus any other plan or
plans of the Employer which, when considered as a
group with the Required Aggregation Group, would
continue to satisfy the requirements of Sections
401(a)(4) and 410 of the Code.
(v) Required Aggregation Group shall mean (i)
each qualified plan of the Employer in which at least
one Key Employee participates regardless of whether
the plan has terminated and (ii) any other qualified
plan of the Employer which enables a plan described
in (iv) to meet the requirements of Sections
401(a)(4) or 410 of the Code.
(vi) Determination Date shall mean the last day
of the preceding Plan Year.
(vii) Valuation Date shall mean the date as of
which account balances or accrued benefits are valued
for purposes of calculating the Top-Heavy Ratio, and
shall be the same date used with respect to the
American Electric Power System Retirement Plan
("Retirement Plan") for computing plan costs for
minimum funding standard purposes.
(viii) Present Values shall be based upon the
interest and mortality rate set forth in the
Retirement Plan.
(b) Notwithstanding any provisions to the contrary,
for any Plan Year during which the Savings Plan is a Top-
Heavy Plan and is not required to be aggregated with the
Retirement Plan or any other qualified defined benefit
plan provided by an Employer, the minimum Employer
Contribution for such Plan Year on behalf of each
Participant who is not a Key Employee shall not be less
than the lesser of 3% of such Participant's Compensation
or the largest percentage of Employer Contributions and
forfeitures, as a percentage of the Key Employee's
Compensation as defined in Section 2.16 of the Plan
including 401(k) salary deferrals, allocated on behalf of
any Key Employee for that Plan Year. The minimum Employer
Contribution shall be made even though, under other Plan
provisions, the Participant would not be entitled to
receive an allocation, or would have received a lesser
allocation during the Plan Year; provided that, however,
the provisions of this subsection shall not apply to any
Participant not employed by an Employer on the last day of
the Plan Year or any Participant who is covered under any
other plan or plans provided by an Employer which provide
that the minimum benefit requirement applicable to Top-
Heavy Plans will be met under such plan or plans.
(c) The minimum Employer Contribution provided under
subsection (b) shall not be forfeited as a result of any
withdrawal of Employee Contributions.
(d) For any Plan Year in which the Savings Plan is
determined to be a Top-Heavy Plan, only the first $150,000
(or such larger amount as may be prescribed by the
Secretary of the Treasury or his delegate) of a
Participant's Annual Compensation shall be taken into
account for purposes of determining Employer Contributions
under the Plan.
(e) For any Plan Year in which the Savings Plan is
determined to be a Top-Heavy Plan, the following minimum
vesting schedule shall apply:
Years of Vested Forfeited
Service Percentage Percentage
-------- ---------- ----------
Less than 2 0 100
2 but less than 3 20 80
3 but less than 4 40 60
4 but less than 5 60 40
5 but less than 6 80 20
6 or more 100 0
The minimum vesting schedule applies to all benefits
within the meaning of Section 411(a)(7) of the Code except
those attributable to Employee Contributions, including
benefits accrued before the effective date of Section 416
of the Code and benefits accrued before the Savings Plan
became a Top-Heavy Plan. Further, no reduction in vested
benefits may occur in the event the Savings Plan's status
as a Top-Heavy Plan changes for any Plan Year. However,
this section shall not apply to the account balance of any
Employee who does not have an Hour of Service after the
Savings Plan has initially become a Top-Heavy Plan and
such Employee's account balance attributable to Employer
Contributions and forfeitures will be determined without
regard to this section.
(f) If the Savings Plan becomes a Top-Heavy Plan and
subsequently ceases to be such, any Participant who had at
least 3 Years of Service as of December 31 in the last
Plan Year of top heaviness may elect to have the minimum
vesting schedule set forth in subsection (e) of this
section continue to apply in determining his Vested
Percentage. For other Participants, such schedule shall
apply only to their Employer Contribution Account balance
as of such December 31.
ARTICLE 6. INVESTMENT OF CONTRIBUTIONS
Section 6.1 Participant After-Tax Contributions and
Before-Tax Contributions, made pursuant to the provisions of
Article 4, shall be invested by the Trustee in the Funds
selected by the Participant. The Participant may change the
selected Funds by notifying the Recordkeeper. Any change in
the investment of the Participant's After-Tax Contributions and
Before-Tax Contributions shall be implemented as soon as
practicable. Employer Contributions with respect to each
Participant shall be invested by the Trustee entirely in the
AEP Stock Fund.
Section 6.2 A Participant or a Participant's surviving
spouse may elect to transfer all or a portion of the
Participant's Employee Contributions from any Fund or Funds to
any other Fund or Funds by giving notice to the Recordkeeper.
Transfers between Funds may be made in any whole percentage or
dollar amount. For purposes of this Section, Investment Income
is deemed to be part of the Participant's Employee
Contributions. An election to transfer Employee Contributions
between Funds shall be implemented as soon as possible and
shall be based upon the value of the Funds as of the end of the
business day in which the transfer is executed.
Section 6.3 Each Participant shall have the right and
shall be afforded the opportunity, in accordance with proce-
dures adopted by AEP (including the appointment of an agent to
solicit and/or tabulate such instructions), to instruct the
Trustee how to vote at any meeting of the shareholders of AEP
the number of shares of AEP stock credited to such Participant
in the AEP Stock Fund. The Company shall cause each Partici-
pant to be provided with a copy of a notice of each such
meeting of shareholders and all applicable proxy material,
together with an appropriate form for the Participant to
indicate the Participant's voting instructions. Any AEP Stock
for which no such instructions are received by the Trustee
shall be voted by the Trustee in the same proportions as the
AEP Stock for which instructions were received.
Section 6.4 Once a Participant attains age 55, the
Participant may elect to transfer Employer Contributions and
Investment Income thereon from the AEP Stock Fund to any other
Fund. If the AEP Stock Fund consists of Employee Contributions
and Employer Contributions, an election to transfer less than
100% of the Participant's interest in the AEP Stock Fund shall
result in a pro-rata transfer of Employee Contributions and
Employer Contributions. An election to transfer Employer
Contributions shall be implemented as soon as possible and
shall be based upon the value of the AEP Fund as of the end of
the business day the transaction is executed. Future Employer
Contributions made on behalf of a Participant age 55 or over
shall be invested by the Trustee in the AEP Stock Fund.
Section 6.5 Effective January 1, 1996, the age 55
requirement in Section 6.4 shall be reduced to age 50.
Section 6.6 A Participant's surviving spouse who defers
the distribution of the Participant's Savings Plan account
balance, may elect to transfer Employer Contributions and
Investment Income allocated thereon from the AEP Stock Fund to
any other Fund. The surviving spouse's right to transfer
Employer Contributions and Investment Income thereon is not
dependent upon the age of the Participant at the time of the
Participant's death.
Section 6.7 The plan administrator, Trustee or
Recordkeeper may modify or suspend the transfer or exchange of
Funds as provided in Sections 6.2, 6.4 and 6.6 for a period of
time to protect the interests of the Participants in the AEP
Stock Fund, Fixed income Fund or the Mutual Funds. This may
happen in instances where excessive trading or conversion out
of a Fund can undermine the objective of the Fund or where the
liquidity position of the Fund needs to be considered.
ARTICLE 7. VALUATION AND ALLOCATION
Section 7.1 The Mutual Funds, the AEP Stock Fund, and
the Fixed Income Fund shall be valued daily at their fair
market value and each Participant's Account shall be valued
daily at its fair market value. The fair market value
calculation for a Participant's Account shall be made after all
Contributions, withdrawals, distributions, Investment Income
and transfers for the day are recorded.
Section 7.2 The Recordkeeper shall establish and
maintain an Account for each Participant that records the
contributions made by the Participant and Employer and
investment directions given by the Participant.
Section 7.3 The amount or extent of a Participant's
interest in the AEP Stock Fund or the Fixed Income Fund shall
be expressed in shares or units. The Trustee, Fidelity
Management Trust Company, shall establish values for each share
or unit and shall maintain daily share or unit values based
upon the daily fair market value of the AEP Stock Fund and the
Fixed Income Fund.
Section 7.4 At least annually, at a time to be deter-
mined by the Company, each Participant shall be furnished with
a statement setting forth the value of each of the
Participant's Accounts, together with a statement of the
amounts contributed to each such Account by the Participant and
by any Employer on the Participant's behalf.
ARTICLE 8. VESTING AND FORFEITURES
Section 8.1 A Participant's After-Tax Contributions
Account, CSP After-Tax Contributions Account, Before-Tax
Contributions Account, CSP Before-Tax Contributions Account,
Retirement Plan Contributions Account, and Rollover
Contributions Account shall at all times be vested.
Section 8.2 Effective June 1, 1993, Employer
Contributions allocated to a Participant's Account shall be
fully vested once the Employee becomes a Savings Plan
Participant.
Section 8.3 If, prior to June 1, 1993, a Participant
forfeited matching Employer Contributions as the result of a
Termination of Employment or a withdrawal, all or part of the
amount forfeited may be restored by the Participant's or the
Reemployed Participant's repayment of all or part of the After-
Tax Contributions and/or Before-Tax Contributions for which the
Participant received matching Employer Contributions. The
repayment for a Reemployed Participant must be made in a lump
sum (i) prior to the Participant incurring five consecutive
Breaks in Service and (ii) within a five-year period beginning
on the Participant's Reemployment Commencement Date. The
repayment for a Participant who made a withdrawal must be made
in a lump sum (i) prior to the Participant incurring five
consecutive Breaks in Service and (ii) within a five-year
period beginning on the date of the withdrawal. A repayment
which represents Before-Tax Contributions shall be treated as
if it were a repayment of After-Tax Contributions and shall be
credited to the Participant's After-Tax Contributions Account.
ARTICLE 9. WITHDRAWALS AND DISTRIBUTIONS
Section 9.1 Subject to the requirements of Section 9.4,
a Participant who has not terminated employment (an "Active
Participant") may elect to withdraw an amount less than or
equal to the aggregate value of the Active Participant's
Account. The election is limited to two withdrawals per year
and shall be made by notifying the Recordkeeper of the amount
to be withdrawn. The aggregate value of the Active
Participant's Account shall be determined as of the end of the
business day the withdrawal request is processed and the amount
withdrawn shall be paid in cash and/or shares of AEP Stock as
soon as possible. Withdrawals shall be taken pro-rata from the
Funds the Active Participant's Account is invested in and shall
be charged against the Active Participant's Account in the
priority specified in Section 9.5.
If an Active Participant attains age 70-1/2, the balance
of the Active Participant's Account shall be distributed to the
Active Participant as provided in Section 9.8. If an Active
Participant dies prior to attaining age 70-1/2, the Active
participant's Beneficiary shall be entitled to distributions as
provided in Section 9.9. If an Active Participant dies after
attaining age 70-1/2, the Active Participant's Beneficiary
shall be entitled to distributions as provided in Section 9.10.
Section 9.2 Except as provided in Section 9.7, a
Participant whose Termination of Employment qualifies as a
retirement under the terms of the American Electric Power
System Retirement Plan (a "Retired Participant") may elect to
withdraw an amount less than or equal to the aggregate value of
the Retired Participant's Account. The election is limited to
two withdrawals per year and shall be made by notifying the
Recordkeeper of the amount to be withdrawn. The aggregate
value of the Retired Participant's Account shall be determined
as of the end of the business day the withdrawal request is
processed and the amount withdrawn shall be paid in cash and/or
shares of AEP Stock as soon as possible. Withdrawals shall be
taken pro-rata from the Funds the Retired Participant's Account
is invested in and shall be charged against the Retired
Participant's Account in the priority specified in Section 9.5.
If a Retired Participant attains age 70-1/2, the balance
of the Retired Participant's Account shall be distributed to
the Retired Participant as provided in Section 9.8. If a
Retired Participant dies prior to attaining age 70-1/2, the
Retired Participant's Beneficiary shall be entitled to
distributions as provided in Section 9.9. If a Retired
Participant dies after attaining age 70-1/2, the Retired
Participants's Beneficiary shall be entitled to distributions
as provided in Section 9.10.
Section 9.3 Except as provided in Section 9.7, a
Participant whose termination of employment did not qualify as
a retirement under the terms of the American Electric Power
System Retirement Plan (a "Terminated Participant"), may not
withdraw an amount that is less than the aggregate value of the
Terminated Participant's Account. If a Terminated Participant
requests a withdrawal, the request must be for the entire value
of the Terminated Participant's Account. The value of the
Terminated Participant's Account shall be determined as of the
end of the last business day the withdrawal request is
processed and the amount withdrawn shall be paid in cash and/or
shares of AEP Stock as soon as possible. If a Terminated
Participant does not request a complete withdrawal of the
Terminated Participant's Account prior to attaining age 70-1/2,
the Terminated Participant's Account shall be distributed to
the Terminated Participant as of the last business day of the
month preceding the month in which the Terminated Participant
attains age 70-1/2.
If a Terminated Participant dies before requesting a
complete withdrawal of the Terminated Participant's Account,
the aggregate value of the Terminated Participant's Account
shall be distributed to the to the Terminated Participant's
Beneficiary within 120 days of the Terminated Participant's
date of death.
Section 9.4 No amounts may be withdrawn by a Active
Participant from the Active Participant's Before-Tax
Contributions Account or CSP Before-Tax Contributions Account
prior to the Active Participant's termination of employment
unless the Active Participant (i) has attained age 59-1/2, (ii)
is Disabled, or (iii) faces an immediate and heavy financial
hardship. No amounts may be withdrawn by a Active Participant
from the Active Participant's Before-Tax Contributions Account
or CSP Before-Tax Contributions Account on the basis of an
immediate and heavy financial hardship unless the Active
Participant has demonstrated such financial hardship to the
satisfaction of a Hardship Committee appointed by the Company.
The Hardship Committee shall consent to such withdrawal only if
it determines that the purpose of the withdrawal is to meet
immediate and heavy financial needs of the Active Participant,
the amount of withdrawal does not exceed such financial needs,
and the amount of withdrawal is not reasonably available from
other resources of the Active Participant. A Participant may
request a withdrawal of Before-Tax Contributions or CSP Before-
Tax Contributions if the Active Participant can demonstrate
that the Before-Tax Contributions are to be used to (i)
purchase a primary residence, (ii) pay for post secondary
educational needs for the Active Participant or members of the
Active Participant's immediate family, or (iii) pay for other
miscellaneous needs such as being financially over-extended or
to pay past due real estate taxes or income taxes. In each
request for a withdrawal of Before-Tax Contributions or CSP
Before-Tax Contributions, the Active Participant must provide
an income and disbursement statement, a balance sheet listing
liabilities and assets, and copies of any relevant statements
such as real estate purchase agreements or copies of past due
notices. If a hardship withdrawal of Before-Tax Contributions
or CSP Before-Tax Contributions is approved, the Hardship
Committee may gross-up the amount requested to take into
consideration income taxes and penalties the Active Participant
will have to pay on the amount withdrawn.
Section 9.5 Withdrawals shall be charged against a
Participant's Account in the following order of priority:
(a) First, the Participant's CSP After-Tax
Contributions Account;
(b) Second, the Participant's After-Tax
Contributions Account;
(c) Third, the Participant's Retirement Plan
Contributions Account;
(d) Fourth, the Participant's Rollover Contributions
Account;
(e) Fifth, CSP Employer Contributions Account;
(f) Sixth, Employer Contributions Account;
(g) Seventh, the Participant's CSP Before-Tax
Contributions Account; and
(h) Eighth, the Participant's Before-Tax
Contributions Account.
Section 9.6 Distributions of a Participant's Account
shall be deemed to come from the Participant's After-Tax
Contributions made prior to January 1, 1987, excluding earnings
thereon. Once the pre-1987 After-Tax Contributions are
distributed, then distributions shall come from the
Participant's post-1986 After-Tax Contributions and earnings
thereon.
Section 9.7 Upon a Participant's (either a Retired
Participant or a Terminated Participant) Termination of
Employment, if the value of the Participant's Account
determined as of the end of the business day in which the
Participant's Termination of Employment occurs is $3,500 or
less, the entire value of the Participant's Account shall be
distributed to the Participant as soon as possible; provided if
the value of the Participant's Accounts exceeded $3,500 at the
time of any prior distribution then the Participant must
consent to such distribution. If a Participant's Account
includes CSP Before-Tax Contributions, CSP After-Tax
Contributions or CSP Employer Contributions, the Participant's
spouse must consent to a distribution of the Participant's
Account if the value of the Account exceeded $3,500 at the time
of any prior distribution.
Section 9.8 Upon the attainment of age 70-1/2 the
Participant's Account shall be distributed to either the
Participant or to the Participant and the Participant's
designated beneficiary over the life expectancy of the
Participant or the joint life expectancy of the Participant and
the Participant's designated beneficiary. The determination of
the Participant's life expectancy or the joint life expectancy
of the Participant and the designated beneficiary, may be
recalculated annually if the Participant makes a recalculation
election. If the Participant fails to make a distribution
election, the Participant's Account shall be distributed over
the a Participant's life expectancy without life expectancy
recalculation. An election of a distribution option is
irrevocable once distribution payments commence. The
determination of life expectancy and the amount of the required
distributions shall be made in accordance with Section
401(a)(9) of the Code.
Section 9.9 If a Participant dies prior to the
attainment of age 70-1/2, the value of the Participant's Account
shall become distributable to the Participant's Beneficiary as
follows. If the Beneficiary is not the Participant's surviving
spouse, the Beneficiary shall receive the value of the
Participant's Account in a single distribution, to be made in
cash and shares of AEP Stock, within 120 days of the
Participant's date of death. If the Beneficiary is the
Participant's surviving spouse, the surviving spouse may elect,
within 120 days of the Participant's date of death, to receive
the value of the Participant's Account (i) in a single
distribution to be made as soon as practicable in cash and
shares of AEP stock, or (ii) to defer receipt of the
Participant's Account until December 31 of the calendar year in
which the Participant would have attained age 70-1/2, at which
time the balance of the Account shall be distributed to the
surviving spouse in at least annual installments based upon the
surviving spouse's life expectancy at that time. The
determination of the surviving spouse's life expectancy and the
amount and date of each distribution under clause (ii) shall be
determined in accordance with Section 401(a)(9) of the Code,
and the regulations and notices issued thereunder. A surviving
spouse who elects to defer under (ii) above may make annual
withdrawals in accordance with either Section 9.1 or Section
9.2. If the surviving spouse fails to make an election within
120 days of the Participant's date of death, distribution of
the Participant's Account shall be made as though the surviving
spouse elected at the end of such 120-day period to receive a
single distribution of cash and shares of AEP Stock.
Section 9.10 If a Participant dies after the attainment
of age 70-1/2, the value of the Participant's Account shall
become distributable to the Participant's beneficiary as
follows. If the Beneficiary is not the Participant's surviving
spouse, the Beneficiary shall receive the value of the
Participant's Account in a single distribution of cash and
shares of AEP Stock within 120 days of the Participant's date
of death, or (ii) if distributions required under Section
401(a)(9) of the Code were being made based upon the joint life
expectancy of the participant and the beneficiary, over the
remaining period of joint life expectancy distribution
election. If the beneficiary is the Participant's surviving
spouse, the surviving spouse may elect, within 120 days of the
Participant's date of death, to receive the value of the
Participant's Account (i) in a single distribution of cash and
shares of AEP Stock to be made as soon as practicable, (ii) in
annual withdrawals in accordance with either Section 9.1 or
Section 9.2, provided that any such payments must be
distributed at least as rapidly as under the distribution
method being used at the time of the Participant's death, or
(iii) under the distribution method being used for the
Participant and the Participant's surviving spouse under
Section 401(a)(9) of the Code at the time of the Participant's
death. A surviving spouse who elects to receive distributions
under (iii) above, may make annual withdrawals in accordance
with either Section 9.1 or Section 9.2 or request a lump-sum
distribution at any time. If distributions are not being made
based upon the joint life expectancy of the Participant and the
Participant's spouse as of the Participant's date of death and
the surviving spouse fails to make an election within 120 days
of the Participant's date of death, distribution of the
Participant's Account shall be made as though the surviving
spouse elected at the end of such 120-day period to receive a
single distribution of cash and shares of AEP Stock.
Section 9.11 Unless a Participant otherwise elects to
defer payment of the Participant's Account pursuant to this
Article 9 or elects to defer distribution to age 70-1/2, the
payment of the Participant's Account balance to the Participant
will begin not later than the 60th day after the latest of the
close of the Plan Year in which:
(A) the date on which the Participant attains the
earlier of age 65 or the Participant's normal retirement
date which is the first day of the calendar month whose
first day is nearest the Participant's 65th birthday, or
(B) occurs the 10th anniversary of the year in which
the Participant commenced participation in the Savings
Plan, or
(C) the Participant terminates employment with an
Employer.
ARTICLE 10. QUALIFIED DOMESTIC RELATIONS ORDERS
Section 10.1 An Alternate Payee may elect to withdraw
the entire value of the Participant's Account assigned to the
Alternate Payee pursuant to an approved Qualified Domestic
Relations Order. Such value shall be determined as of the
close of the business day the request is processed and the
amount withdrawn shall be paid in cash as a lump-sum as soon as
practicable. Until the Alternate Payee elects to make a
complete withdrawal, the Funds assigned to the Alternate Payee
shall be segregated and maintained as a separate Account for
the benefit of the Alternate Payee. If the Alternate Payee
dies prior to making a withdrawal, the full value of the
Accounts assigned to the Alternate Payee shall be paid to the
Alternate Payee's beneficiary as soon as practicable. An
Alternate Payee may elect to make transfers between Funds as
provided in Article 6.
ARTICLE 11. TERMINATION OF EMPLOYMENT
AND TEMPORARY ABSENCES
Section 11.1 Except as otherwise provided in Section
11.2, a Termination of Employment occurs when an Employee
ceases rendering services to an Employer for which the Employee
is receiving wages, as defined in Section 3121(a) (but
determined without regard to the dollar limitations in Section
3121(a)(l)) of the Code (relating to remuneration subject to
Social Security taxes) or the corresponding provisions of any
successor legislation.
Section 11.2 A Termination of Employment shall not occur
because of an Employee's absence from work as a result of (i)
sick leave under the Employer's sick leave plan, (ii) a Layoff
by the Employer, (iii) Military Service, or (iv) a Leave of
Absence, until one of the following events occurs:
(a) In the case of an Employee who has been on sick
leave and who has neither returned to active employment
nor has been placed on a Leave of Absence by the
expiration of the Employee's sick leave entitlement
period, a Termination of Employment will occur at the
expiration of such period;
(b) In the case of an Employee who was laid off and
who has not returned to work within the period during
which the Employee has reemployment rights, a Termination
of Employment will occur at the expiration of such period;
and
(c) In the case of an Employee who was in Military
Service or on a Leave of Absence and who has not returned
to work within 30 days (or such longer period as may be
prescribed by any applicable law or regulation) after the
termination of the Employee's active Military Service or
Leave of Absence, a Termination of Employment will occur
at the end of such 30-day (or longer) period.
Section 11.3 The provisions of this Article are appli-
cable only to determine when a Termination of Employment occurs
and are not applicable to determine if an Employee has
completed a Year of Service or incurred a Break in Service.
ARTICLE 12. SERVICE COMPUTATION PERIODS
AND BREAKS IN SERVICE
Section 12.1 Except as provided in Section 12.2, the
Service Computation Period of an Employee is the 12-consecu-
tive-month period beginning with the Participant's Employment
Commencement Date (as defined in Section 12.3) and each suc-
ceeding 12-consecutive-month period.
Section 12.2 The Service Computation Period for an
Employee (i) who terminates employment and (ii) who is
subsequently reemployed by an Employer shall be determined as
follows:
(a) Where the Employee's Reemployment Commencement
Date is within the 12 month period dating from the
Employee's Employment Termination Date (as defined in
Section 12.3), the Employee's Reemployment Commencement
Date shall be disregarded and Service Computation Period
shall be determined under Section 12.1 as though the
Employee had not terminated employment.
(b) Where the Employee's Reemployment Commencement
Date is not within the 12-month period dating from the
Employee's Employment Termination Date, the Employee's
Service Computation Period shall be determined under
Section 12.1 with the term "Reemployment Commencement
Date" substituted for the term "Employment Commencement
Date."
Section 12.3 For purposes of this Article:
(a) "Employment Commencement Date" means the date on
which an Employee first performs an Hour of Service for an
Employer.
(b) "Employment Termination Date" means in the case
of each Employee, the day of the month in which the first
of the following occurs; (i) the date on which the
Employee quits, retires, dies or is discharged, or (ii)
the first anniversary of the Employee's first date of
absence for leave of absence or layoff, or (iii) two years
from the date the Employee is first absent from Employment
because of (a) the pregnancy of such Employee or such
Employee's spouse, (b) the birth of the Employee's child,
or the adoption of a child by such Employee, or (c) the
care of such Employee's child immediately after its birth
or adoption as the case may be.
(c) "Break in Service" means in the case of an
Employee for whom an Employment Termination Date is
defined, the 12 consecutive-month period beginning with
the Employee's Employment Termination Date and each annual
anniversary thereof.
ARTICLE 13. BENEFICIARIES
Section 13.1 Except as provided in Section 13.2, a
Participant at any time may (i) designate one or more persons
as the Participant's Beneficiary and (ii) change the
designation of Beneficiary.
Section 13.2 No designation by a married Participant of
a Beneficiary other than the Participant's spouse shall be
valid unless the Participant's spouse consents to the
designation in writing and the spouse's consent is witnessed by
a notary public or a representative of the Employer.
Notwithstanding the foregoing consent requirement, if the
Participant establishes to the satisfaction of the Employer
that such written consent may not be obtained because there is
no spouse or the spouse cannot be located, the designation will
be deemed valid. Any consent necessary under this provision
will be valid only with respect to the spouse who signs the
consent, or in the event of an election deemed valid, the
affected spouse. A revocation of a prior designation under
Section 13.1 may be made without the consent of the spouse.
Section 13.3 If (i) a Participant fails to designate a
Beneficiary, or (ii) the designated Beneficiary does not
survive the Participant, and fails to designate a Secondary
Beneficiary or (iii) the Secondary Beneficiary does not survive
the Beneficiary, the applicable distribution shall be payable
in the following order of priority to the following persons who
survive the Participant or the Participant's Beneficiary, as
the case may be:
(a) The Participant's spouse;
(b) The Participant's children, in equal shares;
(c) The Participant's parents, in equal shares;
(d) The Participant's brothers and sisters, in equal
shares;
(e) The Participant's executors or administrators;
or
(f) Any person to whom it may be lawful to make such
payment under the applicable provision of law.
ARTICLE 14. TRUST FUND AND EXPENSES
Section 14.1 All of the Funds of the Savings Plan shall
be held as a Trust Fund for use in accordance with the provi-
sions of the Savings Plan in providing benefits for Partici-
pants and their Beneficiaries. The Trust Fund shall be held by
Key Trust Company of Ohio, N.A. and Fidelity Management Trust
Company as Co-Trustees, or by such other Trustee or Trustees as
may be appointed from time to time by the Board of Directors of
the Company, under a trust instrument or instruments which
shall be approved by the Board of Directors of the Company,
with such power in the Trustee or Trustees as to investment,
reinvestment, control and disbursement of the funds as shall be
provided in the trust instrument or instruments.
Section 14.2 Direct charges and expenses arising out of
the purchase or sale of securities, and taxes levied on or
measured by such transactions, shall be charged against the
Fund or Funds for which the transactions took place.
Participants shall pay the administrative charges assessed by
the Recordkeeper for processing withdrawals or loans. The
Employers shall provide all other funds required for the
administrative expenses of the Savings Plan and shall pay such
amounts directly to the Trustee.
ARTICLE 15. ADMINISTRATION
Section 15.1 The Company shall be the named fiduciary
and plan administrator and shall (i) construe the provisions of
the Savings Plan, (ii) determine eligibility and the amount of
all benefits payable under the Savings Plan, (iii) issue all
instructions to the Trustee to make payments from the Trust
Fund and (iv) generally exercise administrative responsibility
and authority in all matters relating to the Savings Plan. The
Board of Directors of the Company, or any officer or committee
to whom authority has been so delegated by such Board, may (i)
delegate to each Employer the determination of eligibility and
of the amount of all benefits payable with respect to such
Employer's own Employees, former Employees, Participants or
former Participants, (ii) appoint agents who are authorized to
issue instructions to the Trustee to make payments from the
Trust Fund and (iii) delegate to any persons such other
administrative responsibility or authority as may be
appropriate.
Section 15.2 Subject to the limitations of the Savings
Plan, the Company may from time to time establish rules,
regulations, or procedures for the administration of the
Savings Plan. Such rules, regulations and procedures, and
administration of the Savings Plan with respect to eligibility
of Employees, Contributions, or benefits, shall be applied in a
uniform manner to all Employees or other persons similarly
situated, and there shall be no discrimination in favor of
Employees who are officers, shareholders as such, or highly
compensated.
Section 15.3 The Company shall establish and maintain
claims procedures, in accordance with regulations of the
Department of Labor, which shall (i) provide adequate notice to
any Participant or Beneficiary whose claim for benefits under
the Savings Plan has been denied (hereafter called a
"Claimant"), setting forth the specific reasons for such denial
in a manner calculated to be understood by the Claimant, and
(ii) afford a reasonable opportunity to any Claimant for a full
and fair review by the Company of the decision denying the
claim.
Section 15.4 Except as otherwise provided in the Savings
Plan, all elections, waivers, revocations, notices,
designations, appointments, consents, orders, certifications,
findings, claims, submissions, appeals or decisions shall be in
writing and in such form as may be prescribed by the Company.
Section 15.5 The Savings Plan is an employee benefit
plan covered under Title I of the Employer Retirement Income
Security Act of 1974, as amended ("ERISA"). In accordance with
Section 503 of Title I of ERISA, the plan administrator shall
designate one or more named fiduciaries (which may include
itself) under the Savings Plan, each with complete authority to
review all denied claims for benefits under the Savings Plan
with respect to which it has been designated named fiduciary.
In exercising its fiduciary responsibilities, the named
fiduciary shall have discretionary authority to determine
whether and to what extent participant's and beneficiaries are
eligible for benefits, and to construe disputed or doubtful
Savings Plan terms. The named fiduciary shall be deemed to
have properly exercised such authority unless it has abused its
discretion hereunder by acting arbitrarily and capriciously.
ARTICLE 16. DATA RELATING TO
ELIGIBILITY AND BENEFITS
Section 16.1 The Company may require the certification
to it of such data with respect to Employees, former Employees,
Participants or former Participants (including, but not limited
to, dates of birth, dates of entry into service and termination
of service, dates of death, and compensation), as the Company
may deem appropriate from time to time in connection with the
administration of the Savings Plan. Any such certification may
be relied upon by the Company.
Section 16.2 The Company, the Employers, and their
officers and directors shall be entitled to rely upon all
certifications and reports made by independent accountants and
upon all opinions given by any legal counsel retained or
employed by the Company or by an Employer. Subject to the
limitations of any applicable law, the Company, the Employers,
and their officers and directors shall be fully protected with
respect to any action taken or suffered by them in good faith,
including action taken or suffered in reliance upon any
accountant or counsel, and all actions so taken or suffered
shall be conclusive on each of them and on Employees, former
Employees, Participants or former Participants, and their
Beneficiaries.
Section 16.3 The Employers, Participants and their
Beneficiaries shall furnish all information and proofs which
the Company may reasonably require with regard to any event,
fact or status relating to the participation of any Participant
and the rights of any Participant or Beneficiary whether before
or after the commencement or making of any payment under the
Savings Plan. The Company shall not be liable for the
fulfillment of any obligation in any way dependent upon such
information as proof until it shall have been received by the
Company in form satisfactory to it.
Section 16.4 Except as otherwise provided in Section
15.5, findings by the Employer shall be conclusive and binding
upon all persons for the purposes of the Savings Plan with
respect to the following:
(a) The fact and time of the commencement, duration
and termination of employment of any Employee;
(b) The fact and time of the commencement of any
Disability;
(c) The Contributions which have been made by or
with respect to any Participant;
(d) The Earnings or compensation of any Participant;
and
(e) With respect to any persons covered by a
collective bargaining agreement, the fact and time of the
commencement, duration and termination of any period
during which the Employer and the union have agreed that
members of the collective bargaining unit are to be
covered by the Savings Plan.
ARTICLE 17. GENERAL PROVISIONS
Section 17.1 Assignment or alienation of benefits under
the Savings Plan, or their pledge or encumbrance of any kind,
shall not, except as otherwise required by applicable Federal
law or regulation, be permitted or recognized in any
circumstance, nor shall benefits under the Savings Plan be
subject to attachment or other legal process for debts of any
Participant or the Participant's Beneficiary, and upon due
notice of any such assignment or attachment of any kind, any
benefit payable from the Trust Fund shall terminate as to the
Participant or the Participant's Beneficiary, and shall be
applied by the Trustee for such person's benefit, or paid to
the person's spouse, children or other dependents or any of
them as determined by the Company, but nothing in this Section
shall impair the right of a Participant to designate or change
a Beneficiary as provided in the Savings Plan. Notwithstanding
anything in the foregoing sentence to the contrary, benefits
under the Savings Plan shall be paid in accordance with the
provisions of a Qualified Domestic Relations Order.
Section 17.2 The Savings Plan shall not merge or
consolidate with, or transfer its assets or liabilities to, any
other plan unless each Participant of the Savings Plan would
(if such other plan then terminated) receive a benefit
immediately after the merger, consolidation, or transfer which
is equal to or greater than the benefit the Participant would
have been entitled to receive immediately before the merger,
consolidation, or transfer (if the Savings Plan had then
terminated).
Section 17.3 If the Company shall find that a Partic-
ipant or a Beneficiary is unable to care for his or her affairs
because of illness or accident, or is a minor, or has died, the
Company may cause the Trustee to make any payment due the
Participant or Beneficiary from the Trust Fund, unless claim
shall have been made therefore by a duly appointed legal
representative, to the Participant's or Beneficiary's spouse, a
child, a parent or other blood relative, or to a person with
whom the Participant or Beneficiary resides, and any such
payment so made shall be a complete discharge of the
liabilities of the Savings Plan therefor.
Section 17.4 No Participant or Beneficiary, or any other
person, shall have any interest in, or right under, the Savings
Plan, or in any part of the assets or earnings thereof held in
the Trust Fund, except as and to the extent expressly provided
in the Savings Plan.
Section 17.5 Except as otherwise provided by any appli-
cable Federal law or regulation, benefits under the Savings
Plan shall be payable only out of the Trust Fund, and in no
circumstance shall any Employer be liable or responsible for
the payment of any benefit provided under the Savings Plan.
Neither the Employers nor the Trustee guarantee the Trust Fund
against any loss or depreciation or guarantee the payment of
any benefit hereunder.
Section 17.6 The adoption and maintenance of the Savings
Plan shall not be deemed to constitute a contract of employment
between the Employer and any Employee or to be a consideration
for, or an inducement to, the employment of any Employee.
Nothing contained in the Savings Plan shall be deemed to give
any Employee the right to be retained in the service of the
Employer or to interfere with the right of the Employer to
discharge such Employee at any time.
Section 17.7 Each Participant shall keep the
Participant's Employer advised of the Participant's own and the
Participant's Beneficiary's current home address. If a
distribution due a Participant or the Participant's Beneficiary
is not made within three years after it becomes payable, and if
due and reasonable care (including annual notice by registered
mail sent to the Participant's or Beneficiary's last known
address) during such three years shall have been exercised in
attempting to make such distribution, then the Accounts of such
Participant or Beneficiary shall be closed three years after
the date such distribution first became payable and the amount
of such Accounts shall be applied to reduce future Employer
Contributions. If, however, such Participant or Beneficiary
subsequently makes proper claim to the Participant's Employer
for such amount, the amount of such Accounts will be restored
by the Employer and will be distributed in accordance with the
terms of the Savings Plan.
Section 17.8 Subject to the provisions of any applicable
Federal law or regulation, the Savings Plan shall be construed,
administered and enforced under the laws of the State of Ohio.
Section 17.9 If an Employee is laid off and receives
from an Employer the Employee's accumulated sick pay as a
layoff allowance, such payments shall not constitute Earnings
and shall not be taken into account in determining the
Employee's number of Hours of Service.
Section 17.10 If an Employee received from an Employer
any accumulated vacation pay upon the Employee's retirement or
Termination of Employment (or, in the case of death, when the
Employee's spouse or other beneficiary receives such
accumulated vacation pay), such payments shall not constitute
Earnings and shall not be taken into account in determining the
Employee's number of Hours of Service.
Section 17.11 No payments received from an Employer for
services rendered as a Excluded Employee shall constitute
Earnings.
ARTICLE 18. ASSOCIATED COMPANIES
Section 18.1 As used in the Savings Plan, the term
"Employee" shall be deemed to include employees of AEP and of
such of its subsidiary, affiliated or allied corporations or
firms as are listed below and as may be hereafter added to by
action of the Board of Directors of the Company, all of which
companies, including AEP, are herein called Associated Compa-
nies. Service rendered to any of the Associated Companies, or
to a predecessor or affiliate of any of the Associated Compa-
nies, shall be considered as service for all purposes of the
Savings Plan, and transfer of an Employee from the service of
one of the Associated Companies to the service of another shall
not be construed to be a Termination of Employment.
Effective Date
of Inclusion
American Electric Power Service
Corporation January 1, 1978
AEP Energy Services, Inc. April 1, 1984
Appalachian Power Company January 1, 1978
Cardinal Operating Company January 1, 1978
Cedar Coal Co. January 1, 1978
Central Appalachian Coal Company January 1, 1978
Central Coal Company January 1, 1978
Central Ohio Coal Company January 1, 1978
Central Operating Company January 1, 1978
Columbus Southern Power Company January 1, 1981
Conesville Coal Preparation Company November 1, 1984
Indiana Michigan Power Company January 1, 1978
Kanawha Valley Power Company January 1, 1978
Kentucky Power Company January 1, 1978
Kingsport Power Company January 1, 1978
Michigan Power Company January 1, 1978
Ohio Power Company January 1, 1978
Price River Coal Company, Inc. December 1, 1979
Southern Appalachian Coal Company January 1, 1978
Southern Ohio Coal Company January 1, 1978
Wheeling Power Company January 1, 1978
Windsor Coal Company January 1, 1978
ARTICLE 19. AMENDMENT AND TERMINATION
Section 19.1 By action of the Board of Directors of the
Company, the Savings Plan and any or all of the provisions
thereof may be modified or amended in whole or in part at any
time and from time to time, subject to the limitations of any
applicable law or of any collective bargaining agreement into
which the Employers, or any of them, may enter, and any such
modification or amendment may be made retroactively if it will
not affect adversely the qualification or the continued
qualification of the Trust Fund as exempt from taxation under
the Code. No such modification or amendment may be made
without notice to the Trustee and without its consent where any
such modification or amendment will affect the rights, duties
or responsibilities of the Trustee.
Section 19.2 By action of the Board of Directors of the
Company, the Savings Plan may be terminated at any time,
subject to the limitations of any applicable law or of any
collective bargaining agreement into which the Employers, or
any of them, may enter. In no event, however, shall any
modification, amendment or termination of the Savings Plan, or
the complete discontinuance of Employer Contributions under the
Savings Plan, make it possible for any part of the corpus or
income of the Trust Fund, except such part as is used for the
payment of expenses, to be used for, or diverted to, any
purpose other than for the exclusive benefit of Participants
and their Beneficiaries.
Section 19.3 It is the intention of the Employers to
continue the Savings Plan and to make contributions thereto,
but subject to the provisions of any applicable law or of any
collective bargaining agreement into which the Employers, or
any of them, may enter, the Employers otherwise assume no
contractual obligation as to the continuance of the Savings
Plan, or as to the continuance of contributions by any Employ-
er.
Section 19.4 In the event of the termination or partial
termination of the Savings Plan or the complete discontinuance
of Employer Contributions, the interests of all Participants
shall become fully vested.
ARTICLE 20. SPECIAL PROVISIONS RELATING
TO EMPLOYEES TRANSFERRING FROM OR TO
OHIO VALLEY ELECTRIC CORPORATION
Section 20.1 This Article describes, notwithstanding any
other provisions of the Savings Plan, the rights and status
under the Savings Plan of an OVEC Transferee and an Associated
Company Transferee. The OVEC Plan contains parallel provisions
describing the rights and status under the OVEC Plan of an OVEC
Transferee and an Associated Company Transferee. The
provisions in this Article are applicable to all OVEC
Transferees and Associated Company Transferees.
Section 20.2 For purposes of this Article:
(a) "IKEC" means Indiana-Kentucky Electric
Corporation, a wholly-owned subsidiary of OVEC;
(b) "OVEC" means Ohio Valley Electric Corporation
and includes IKEC, and the term "employee of OVEC"
includes an employee of IKEC;
(c) "Associated Company" means any of the Associated
Companies referred to in Section 18.1;
(d) "OVEC Transferee" means an individual who was
formerly an employee of OVEC and who has transferred to
the service of an Associated Company;
(e) "Associated Company Transferee" means a
Participant who was an employee of an Associated Company
and who has transferred to the service of OVEC; and
(f) "OVEC Plan" means the Supplemental Pension and
Savings Plan for Employees of Ohio Valley Electric
Corporation and Indiana-Kentucky Electric Corporation, as
amended.
Section 20.3 Service rendered to OVEC by an OVEC
Transferee shall be considered as service for purposes of
eligibility and participation under Article 3. Transfer of a
Participant from the service of any Associated Company to the
service of OVEC shall not be construed to be a Termination of
Employment.
Section 20.4 An Associated Company Transferee shall
continue as a Participant in the Savings Plan (having the
status of a Participant who suspended contributions, as
provided in Article 4), and the following rules will apply:
(a) The Participant shall have the same entitlement
to vesting under Article 8, and withdrawals under Article
9, as if the Participant had remained in the service of an
Associated Company; and
(b) For purposes of Article 10, a Termination of
Employment will occur only when the Participant terminates
employment (as determined under the OVEC Plan) with OVEC.
ARTICLE 21. SPECIAL PROVISIONS RELATING TO THE
TRANSFER OF ASSETS FROM THE COLUMBUS AND SOUTHERN
OHIO ELECTRIC COMPANY EMPLOYEE'S THRIFT PLAN
Section 21.1 Effective December 31, 1986, Columbus
Southern Power Company (formerly Columbus and Southern Ohio
Electric Company) discontinued contributions to the Columbus
and Southern Ohio Electric Company Employee's Thrift Plan
(hereinafter referred to as "Thrift Plan"), but the assets held
by the Thrift Plan Trust were not distributed to the Thrift
Plan participants. Effective April 2, 1990, the Thrift Plan
assets held for the benefit of the Thrift Plan participants
were transferred to the trustee of the Savings Plan to be held,
invested and distributed by the Savings Plan Administrator and
Trustee as directed in the following sections of this Article
21.
Section 21.2 The assets transferred from the Thrift Plan
Trust became part of the Savings Plan Fund. However, the
assets transferred on behalf of the Thrift Plan participants
were accounted for separately and investment gains and losses
and earnings of the Savings Plan Trust were allocated to these
separate accounts. After-Tax Contributions to the Thrift Plan
were identified as CSP After-Tax Contributions; Before-Tax
Contributions to the Thrift Plan were identified as CSP Before-
Tax Contributions; and Employer Contributions to the Thrift
Plan were identified as CSP Employer Contributions.
Section 21.3 If a Participant has a separate account
representing assets transferred from the Thrift Plan and a
separate account representing contributions to the Savings Plan
and the Participant elects to withdraw funds from the Savings
Plan, the assets transferred from the Thrift Plan shall be
deemed to be withdrawn first. The order of withdrawal shall be
as follows: CSP After-Tax Contributions; After-Tax
Contributions; CSP Employer Contributions; Employer
Contributions; CSP Before-Tax Contributions and Before-Tax
Contributions.
Section 21.4 Upon termination of employment for any
reason other than death of the Participant, the vested portion
of the Participant's Thrift Plan account shall be paid or
applied under one of the following options, as selected by the
Participant, under this Section:
(a) In a single lump sum.
(b) To purchase an annuity contract from a legal
reserve life insurance company authorized to do business
in Ohio selected by the Plan Administrator, providing for
equal monthly installments payable to the Participant or
the Participant's designated beneficiary over any of the
following periods:
(i) The life of the Participant;
(ii) The lives of the Participant and the
Participant's spouse, with the survivor annuity for
the life of the surviving spouse in an amount not
less than 1/2, or greater than the amount of the
annuity payable during the joint lives of the
Participant and the Participant's spouse;
(iii) A period certain not longer than the life
expectancy of the Participant.
(c) Distributed in accordance with the terms and
conditions of Article 9.
In the absence of any option selected by the Participant,
a married Participant's interest shall be used to provide the
annuity described in (b)(ii) above, with 1/2 payable to the
surviving spouse.
The Participant may select a payment option at any time,
or from time to time, up to and including the date benefits
commence. Such election shall be in writing on forms furnished
by the Plan Administrator and shall clearly indicate the
payment option selected by the Participant. No election by a
Participant of an option other than the annuity described in
(b)(ii) shall be valid unless it is consented to by the Partic-
ipant's spouse in writing and the spouse's consent is witnessed
by a notary public or a representative of the Plan Administra-
tor. Notwithstanding the foregoing consent requirement, if the
Participant establishes to the satisfaction of the Plan Admin-
istrator that such written consent may not be obtained because
there is no spouse or the spouse cannot be located, the elec-
tion will be deemed valid. Any consent necessary under this
provision will be valid only with respect to the spouse who
signs the consent, or in the case of an election deemed valid,
the affected spouse.
A revocation of an election of an option other than the
annuity described in (b)(ii) may be made by a Participant
without the consent of the Participant's spouse at any time
before commencement of benefits. The plan administrator shall
no less than 30 days and no more than 90 days prior to the
annuity starting date provide each Participant a written
explanation of: (a) the terms and conditions of a qualified
joint and survivor annuity; (b) the Participant's right to make
and the effect of an election to waive the qualified joint and
survivor annuity form of benefit; (c) the rights of a
Participant's spouse; (d) the right to make, and the effect of,
a revocation of a previous election to waive the qualified
joint and survivor annuity; and (e) the availability of the
information specified in the next paragraph and how the
Participant may obtain such information.
At any time after a Participant receives the information
described in the previous paragraph and before the Thrift Plan
account becomes payable, the Participant may request an expla-
nation, written in non-technical terms, of the terms and
conditions of a qualified joint and survivor annuity and a
single life annuity and the financial effect on the
Participant's benefits of any election described in the
previous paragraphs. In the event that a Participant requests
the information described in this paragraph, the Participant's
option election period shall be extended to the extent
necessary to include the 90 day period beginning on the date
such information is mailed or personally delivered to the
Participant. Notwithstanding any other provisions of this
Article 21, benefits payable to the Participant shall not
commence prior to expiration of the election period. Any
options selected during the election period may be revoked by
filing a subsequent written election prior to the end of the
election period which complies with the requirements of this
Section.
Section 21.5 Upon the death of a Participant whose
benefit payments under this Article 21 have not commenced at
the time of death, the balance of the Participant's account
shall be used to purchase an annuity contract from a legal
reserve life insurance company authorized to do business in
Ohio selected by the Plan Administrator providing for equal
monthly installments payable to the Participant's surviving
spouse over the spouse's life. The foregoing sentence shall
not apply in the case of any Participant who has (i) designated
a beneficiary other than the Participant's spouse to receive a
lump sum payment of the balance of the Participant's account in
case of the Participant's death prior to commencement of
benefits under this Plan or (ii) elected to have the balance of
the Participant's account paid in a lump sum to the
Participant's spouse in case of the Participant's death prior
to commencement of benefits under this Plan. No designation of
a non-spouse beneficiary or election of a lump sum payment to a
spouse shall be valid unless the Participant's spouse consents
to such designation or election in writing and the spouse's
consent is witnessed by a notary public or a representative of
the Committee. In lieu of receiving the benefits provided
under this Section 21.5 in the form of a life annuity, the
Participant's surviving spouse may elect to receive a lump-sum
distribution of the balance of the participant's Thrift Plan
account. The Plan Administrator shall notify the surviving
spouse of the right to make a lump-sum election within a
reasonable period of time.
ARTICLE 22. DISTRIBUTION ROLLOVERS
Section 22.1 Notwithstanding any provision of the
Savings Plan to the contrary that would otherwise limit a
Distributee's election under this part, a Distributee may
elect, at the time and in the manner prescribed by the Plan
Administrator, to have any portion of an Eligible Rollover
Distribution paid directly to an Eligible Retirement Plan
specified by the Distributee in a Direct Rollover.
Section 22.2 For purposes of this Article:
(a) "Eligible Rollover Distribution" means any
distribution of all or any portion of the Participant's
Account, except that an Eligible Rollover Distribution
does not include: any distribution that is one of a
series of substantially equal periodic payments (not less
frequently than annually) made for the life (or life
expectancy) of the Distributee or joint lives (or joint
life expectancies) of the Distributee and the
Distributee's designated beneficiary, or for a specified
period of ten years or more; and distributions to the
extent such distribution is required under Section 401(a)
(9) of the Code; the portion of any distribution that is
not includable in gross income (determined without regard
to the exclusion for net unrealized appreciation with
respect to employer securities); and any other
distribution that is reasonably expected to total less
than $200 during a year.
(b) "Eligible Retirement Plan" means an individual
retirement account described in Section 408(a) of the
Code, an individual retirement annuity described in
Section 408(b) of the Code, an annuity plan described in
Section 403(a) of the Code, or a qualified plan described
in Section 401(a) of the Code, that accepts the
Distributee's Eligible Rollover Distribution. However, in
the case of an Eligible Rollover Distribution to the
surviving spouse, an Eligible Retirement Plan is an
individual retirement account or individual retirement
annuity.
(c) "Distributee" means an Employee or former
Employee. In addition, the Employee's or former
Employee's surviving spouse or former spouse who is the
Alternate Payee under a Qualified Domestic Relations Order
are Distributees with regard to the interest of the spouse
or former spouse.
(d) "Direct Rollover" is a payment by the Savings
Plan to the Eligible Retirement Plan specified by the
Distributee.
ARTICLE 23. RECHARACTERIZATION AND CORRECTIVE DISTRIBUTIONS
Section 23.1 Notwithstanding any other provision of this
Savings Plan, Excess Before-Tax Contributions may be
recharacterized pursuant to the provisions of Section 23.3 or
they may be distributed pursuant to Section 23.4, Excess
Elective Deferrals shall be distributed pursuant to the
provisions of Section 23.5 and Excess Aggregate Contributions
shall be distributed pursuant to the provisions of Section
23.6.
Section 23.2 For purposes of this Article:
(a) "Excess Before-Tax Contributions" means, with
respect to any Plan Year, the excess of (i) the aggregate
amount of Before-Tax Contributions actually taken into
account in computing the actual deferral percentage of
Eligible Highly Compensated Employees for the Plan Year,
over (ii) the maximum amount of Before-Tax Contributions
permitted by the actual deferral percentage test of
Section 401(k) of the Code, the Excess Before-Tax
Contributions that would otherwise be distributed to the
Participant will be reduced, in accordance with
regulations prescribed by the Secretary of the Treasury,
by the amount of Excess Elective Deferrals distributed to
the Participant.
(b) "Excess Elective Deferrals" means, with respect
to any Plan Year, the amount by which the sum of Employer
Contributions on behalf of the Participant under (i) a
qualified cash or deferred arrangement described in
Section 401(k) of the Code, (ii) a simplified employee
pension plan described in Section 402(h) of the Code, and
(iii) a tax-sheltered annuity contract pursuant to a
salary reduction agreement described in Section 403(b) of
the Code exceeds the applicable limit under Section 402(g)
of the Code for the Plan Year.
(c) "Excess Aggregate Contributions" means, with
respect to any Plan Year, the excess of (i) the aggregate
amount of After-Tax Contributions and Employer
Contributions actually taken into account in computing the
actual contribution percentage of Eligible Highly
Compensated Employees for the Plan Year, over (ii) the
maximum amount of After-Tax Contributions and Employer
Contributions permitted by the actual contribution
percentage test of Section 401(m) of the Code. Excess
Aggregate Contributions of Participants who are subject to
the family aggregation rules shall be allocated among the
family members in proportion to the After-Tax
Contributions and Employer Contributions of each family
member that is combined to determine the combined actual
contribution percentage as defined in Section 401(m) of
the Code. The determination of Excess Aggregate
Contributions shall be made after first determining the
Excess Elective Deferrals and then determining Excess
Before-Tax Contributions.
Section 23.3 If the Participant made an election under
Section 4.4(b) to have Excess Before-Tax Contributions
recharacterized as After-Tax Contributions, such
recharacterization amounts will remain nonforfeitable and will
be subject to the same distribution requirements as Before-Tax
Contributions. Recharacterization of Excess Before-Tax
Contributions must occur no later than two and one-half months
after the end of the Plan Year in which the Excess Before-Tax
Contributions arose. Recharacterized Excess Before-Tax
Contributions will be taxable to the Participant for the Plan
Year in which the Participant would have received them in cash.
Section 23.4 If the Participant did not make an election
under Section 4.4(b) to have Excess Before-Tax Contributions
recharacterized, the Participant's Excess Before-Tax
Contributions, plus any income and minus any loss allocable
thereto, shall be distributed to the Participant no later than
the last day of the Plan Year immediately following the Plan
Year in which the Excess Before-Tax Contributions arose.
Excess Before-Tax Contributions of Participants who are subject
to the family aggregation rules shall be allocated among family
members in proportion to the Before-Tax Contributions of each
family member that is combined to determine the actual deferral
percentage. The determination of income and loss allocable to
the Excess Before-Tax Contribution distribution shall be
determined as follows: The allocable gain or loss attributable
to the Participant's Before-Tax Contribution Account for the
Plan Year times a fraction, the numerator of which is the
Participant's Excess Before-Tax Contributions for the Plan Year
and the denominator of which is equal to the sum of the
Participant's Before-Tax Contributions Account balance at the
beginning of the Plan Year plus the Participant's Before-Tax
Contributions for the Plan Year.
Section 23.5 A Participant may assign to the Savings
Plan any Excess Elective Deferrals made during a Participant's
taxable year by notifying the Participant's Employer in writing
on or before February 15 of each calendar year of the amount of
Excess Elective Deferrals to be assigned to the Savings Plan.
A Participant is deemed to notify the Employer of any Excess
Elective Deferrals that arise by taking into account only those
elective deferrals made to the Savings Plan and any other plans
of the employer. Excess Elective Deferrals assigned to the
Savings Plan, plus any income and minus any loss allocable
thereto, shall be distributed to the Participant by April 15 of
the calendar year in which the Participant notifies the
Employer. The determination of income and loss attributable to
Excess Elective Deferrals shall be made as described in Section
23.4 except that Excess Elective Deferrals shall be substituted
for Excess Before-Tax Contributions.
Section 23.6 Excess Aggregate Contributions, plus any
income and minus any loss allocable thereto, shall be
forfeited, if forfeitable, or if not forfeitable, distributed
no later than the last day of the Plan Year to Participants to
whose Accounts such Excess Aggregate Contributions were
allocated for the preceding Plan Year. Forfeitures of Excess
Aggregate Contributions shall be applied to reduce Employer
Contributions. Excess Aggregate Contributions attributable to
Participant After-Tax Contributions that were not eligible for
matching Employer Contributions under Section 5.1 shall be
distributed first, then, if necessary, any remaining Excess
Aggregate Contributions shall be distributed on a pro-rata
basis from the Participant's After-Tax Contributions Account
and Employer Contribution Account. The determination of income
and loss attributable to Excess Aggregate Contributions shall
be made in the same manner as described in Section 23.4
regarding the determination of income and loss for Excess
Before-Tax Contributions.
<PAGE>
APPENDIX A
RETIREMENT PLAN CONTRIBUTIONS
Paragraph 1 This Appendix A describes the status of,
and contains rules relating to, a Participant's Retirement Plan
Contributions which were paid to the Trustee. The Retirement
Plan provides that a Participant who made employee contri-
butions under the Retirement Plan could elect to have the
Trustee of the Retirement Plan pay directly to the Trustee of
the Savings Plan on or about October 1, 1981 (i) the
Participant's Accumulated Contributions or (ii) only the
Participant's Credited Interest.
Paragraph 2 For purposes of this Appendix A and, if
applicable, any other applicable provisions of the Savings
Plan:
(a) "Retirement Plan" means the American Electric
Power System Retirement Plan, as amended;
(b) "Accumulated Contributions" means, in the case
of any Participant, the sum of (i) the Participant's
Original Contributions plus (ii) the Participant's
Credited Interest;
(c) "Original Contributions" means all amounts
contributed by a Participant under the Retirement Plan;
(d) "Credited Interest" means all interest credited
under the Retirement Plan on a Participant's Original
Contributions; and
(e) "Retirement Plan Contributions" means, as the
context may require, (i) a Participant's Accumulated
Contributions or (ii) only a Participant's Credited
Interest.
Paragraph 3 All Retirement Plan Contributions paid to
the Trustee with respect to a Participant shall be credited to
the Participant's Retirement Plan Contributions Account. In
the case of a Participant who elected to have the Participant's
Accumulated Contributions paid to the Trustee, for all purposes
of the Savings Plan the Participant's Retirement Plan
Contributions Account shall reflect (i) the Participant's
Original Contributions as Employee Contributions and (ii) the
Participant's Credited Interest as Investment Income. In the
case of a Participant who elected to have only the
Participant's Credited Interest paid to the Trustee, for all
purposes of the Savings Plan the Participant's Retirement Plan
Contributions Account shall reflect (i) zero as Employee
Contributions and (ii) the Participant's Credited Interest as
Investment Income.
Paragraph 4 Retirement Plan Contributions shall be
invested by the Trustee in the (i) AEP Stock Fund, (ii) Equity
Fund or (iii) Fixed Income Fund, as the Participant may
designate, in such form and manner as may be prescribed by the
Company. If a Participant designates that the Participant's
Retirement Plan Contributions be invested in more than one
Fund, the Trustee shall invest such Contributions equally in
each Fund so designated by the Participant.
Paragraph 5 The following special rule shall apply to a
Participant's Retirement Plan Contributions: For purposes of
Section 9.4, only the Participant's Original Contributions (if
any) shall be considered to be Retirement Plan Contributions.
<PAGE>
EXHIBIT G-1
SECURITIES AND EXCHANGE COMMISSION
(Release No. ; 70-6126)
American Electric Power Company, Inc.
Notice of Proposed Issuance and Sale of Common Stock Pursuant to
AEP System Employees Savings Plan
September ___, 1997
American Electric Power Company, Inc. ("AEP"), 1 Riverside
Plaza, Columbus, Ohio 43215, a registered holding company, has
filed with this Commission a post-effective amendment to its
declaration in this proceeding pursuant to Sections 6(a), 7, 32 and
33 of the Public Utility Holding Company Act of 1935 ("Act") and
Rules 53 and 54 promulgated thereunder.
By orders in this proceeding dated April 25, 1978, April 27,
1979, June 24, 1980, June 30, 1981, June 28, 1982, March 8, 1988,
December 12, 1990, December 6, 1993 and May 10, 1996 (HCAR No.
20516, 21022, 21639, 22112, 22549, 24594, 25210, 25939 and 26516,
respectively), AEP was authorized to issue and sell, from time to
time through December 31, 2000, up to 3,800,000 shares of its
authorized but unissued Common Stock, $6.50 par value, to Fidelity
Management Trust Company, a Trustee for the American Electric Power
System Employees Savings Plan ("Savings Plan"). Through August 31,
1997, a total of 3,280,605 shares had been so issued and sold,
leaving a balance of 519,395 shares available for issuance and sale
up to December 31, 2000.
AEP proposes to issue and sell to the Savings Plan Trustee,
from time to time through December 31, 2001 up to an additional
5,000,000 shares of its authorized unissued Common Stock plus the
unsold balance of the shares of Common Stock heretofore authorized
by the Commission for issuance to said Trustee, bringing the total
authorized under the Savings Plan to 8,800,000 shares of Common
Stock. The price to the Trustee of such shares on any date of sale
will be the average of the high and low sales price of AEP's Common
Stock on the New York Stock Exchange on such date (determined after
the close of trading for the day), but in no event less than the
par value thereof, except that the Trustee may avail itself of any
more favorable price that may be made available to it from time to
time, as a holder of Common Stock, through participation in a divi-
dend reinvestment plan, the exercise of stock rights, or otherwise.
The amended declaration and any further amendments thereto are
available for public inspection through the Commission's Office of
Public Reference. Interested persons wishing to comment or request
a hearing should submit their views in writing by October 15, 1997,
to the Secretary, Securities and Exchange Commission, Washington,
D.C. 20549, and serve a copy on the declarant at the address
specified above. Proof of service (by affidavit or, in case of an
attorney at law, by certificate) should be filed with the request.
Any request for a hearing shall identify specifically the issues of
fact or law that are disputed. A person who so requests will be
notified of any hearing, if ordered, and will receive a copy of any
notice or order issued in this matter. After said date, the
declaration, as now amended or as it may be further amended, may be
permitted to become effective.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Secretary
[H:\FINANCE\AEPCO\97FN0033.AEP]
