EXHIBIT 10(b)
American Electric Power Company, Inc.
Retainer Deferral Plan
For Non-Employee Directors
(As Amended March 10, 2005)
This document amends and restates effective
January 1, 2005, the American Electric Power Company, Inc. Deferred
Compensation and Stock Plan For Non-Employee Directors (the
“Plan”). As a result of this amendment, the name of the
Plan shall be changed to the “American Electric Power
Company, Inc. Retainer Deferral Plan For Non-Employee
Directors.”
Article 1
Purpose
The purposes of the Plan are to enable the
Company to attract and retain qualified persons to serve as
Non-Employee Directors and to provide Non-Employee Directors with
an opportunity to defer some or all of their Retainer as a means of
saving for retirement or other purposes.
Article 2
Effective Date
The Plan was initially effective as of January
1, 1997.
Article 3
Definitions
Whenever used in the Plan, the following terms
shall have the respective meanings set forth below:
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3.1
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“Account” means, with respect to
each Participant, the Participant’s separate individual memo
account established and maintained for the exclusive purpose of
accounting for the Participant’s deferred Retainers. The
portion of the Account attributable to Retainers earned prior to
January 1, 2005 (which has been accrued in terms of Stock Units)
shall be referred to as the Participant’s “Pre-2005
Account.” The portion of the Account attributable to
Retainers earned after January 1, 2005 shall be referred to as the
Participant’s “Post-2004 Account.”
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3.2
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“Beneficiary” means, with respect
to each Participant, the recipient or recipients designated by the
Participant who are, upon the Participant’s death, entitled
in accordance with the Plan’s terms to receive the benefits
to be paid with respect to the Participant.
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3.3
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“Board” means the Board of
Directors of the Company.
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3.4
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“Change in Control” means a change
in control of the Company as provided under Section
409A(a)(2)(A)(v) of the Code.
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3.5
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“Code” means the Internal Revenue
Code of 1986, as amended from time to time.
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3.6
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“Committee” means the Committee on
Directors and Corporate Governance of the Board.
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3.7
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“Common Stock” means the common
stock, $6.50 par value, of the Company.
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3.8
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“Company” means American Electric
Power Company, Inc., a New York corporation, and any successor
thereto.
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3.9
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“Contributions” means
contributions made by the Participant pursuant to an executed
Retainer Deferral Agreement attributable to Retainers earned on or
after January 1, 2005.
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3.10
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“Director” means an individual who
is a member of the Board.
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3.11
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“First Date Available” means the
date of the Participant’s Termination.
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3.12
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“Fund” means the investment
options made available to participants in the American Electric
Power System Incentive Compensation Deferral Plan, as revised from
time to time.
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3.13
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“Investment Income” means the
earnings, gains and losses that would be attributable to the
investment of such Contributions in a Fund or Funds.
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3.14
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“Market Value” means the closing
price of the Common Stock, as published in The Wall Street
Journal report of the New York Stock Exchange - Composite
Transactions on the date in question or, if the Common Stock shall
not have been traded on such date or if the New York Stock Exchange
is closed on such date, then the first day prior thereto on which
the Common Stock was so traded.
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3.15
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“Non-Employee Director” means any
person who serves on the Board and who is not an officer of the
Company or employee of its Subsidiaries.
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3.16
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“Participant” means any
Non-Employee Director who has made an election to defer payment of
all or a portion of such person’s Retainer in accordance with
the terms of this Plan.
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3.17
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“Plan Year” means the twelve-month
period commencing each January 1 and ending December 31.
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3.18
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“Retainer” means the designated
annual cash retainer, currently paid quarterly, for Non-Employee
Directors established from time to time by the Board as annual
compensation for services rendered, exclusive of compensation for
service as a member of any committee designated by the Board or in
connection with any meeting of the Board or special assignment, and
exclusive of reimbursements for expenses incurred in performance of
service as a Director.
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3.19
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“Retainer Deferral Agreement”
means a written election signed by the Participant and submitted to
the Company by which the Participant irrevocably elects in
accordance with the terms of this Plan to reduce his or her
Retainer for the Plan Year and to have the Company treat the amount
of the reduction as a Contribution to this Plan.
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3.20
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“Stock Unit” means a measure of
value, expressed as a share of Common Stock, credited to a
Participant under this Plan. No certificates shall be issued with
respect to such Stock Units, but the Company shall maintain a
bookkeeping Account in the name of the Participant to which the
Stock Units shall relate.
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3.21
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“Subsidiary” means any corporation
in which the Company owns directly or indirectly through its
Subsidiaries, at least 50 percent of the total combined voting
power of all classes of stock, or any other entity (including, but
not limited to, partnerships and joint ventures) in which the
Company owns at least 50 percent of the combined equity
thereof.
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3.22
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“Termination” means termination of
services as a Director for any reason.
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Article 4
Election to Defer Retainer
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(a)
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On or before December 31 of any year, a
Non-Employee Director may elect, by filing with the Company a
Retainer Deferral Agreement, to defer receipt of all or a specified
portion of the Director’s Retainer payable for subsequent
Plan Years, beginning with the Plan Year that begins after the date
of such election.
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(b)
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Notwithstanding the provisions of paragraph
(a), a Non-Employee Director elected to fill a vacancy on the
Company’s Board and who was not a Director on the last day of
the preceding Plan Year, or whose term of office did not begin
until after that date, may file a Retainer Deferral Agreement, for
all or a specified portion of the Director’s Retainer payable
for the remainder of such Plan Year, provided such Retainer
Deferral Agreement is filed within 30 days after the beginning of
his or her term of office and shall apply only to such portion of
the Retainer as relates to services to be performed, and as would
not otherwise become payable until, after the date such Retainer
Deferral Agreement is filed.
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(c)
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An election made pursuant to a Retainer
Deferral Agreement filed in accordance with this Section 4.1 shall
defer the Director’s receipt of payment to a date or dates on
or after the Director’s Termination as specified in the
distribution election submitted in accordance with Article 7.
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An effective election pursuant to Section 4.1
may not be revoked or modified (except as otherwise stated herein)
with respect to the Retainer payable for a Plan Year or portion of
a Plan Year for which such election is effective. An effective
election may be terminated or modified for any subsequent Plan Year
by the filing of an election, on or before the last day of the
preceding Plan Year for which such modification or termination is
to be effective.
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4.3
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Retainer Deferral
Election
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(a)
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Pre-2005 Deferrals . When a Participant
effectively elected to defer all or a portion of the
Participant’s Retainer earned prior to January 1, 2005, such
deferral was effectuated in Stock Units. The number of whole and
fractional Stock Units were computed to three decimal places and
credited to the Participant’s Pre-2005 Account on the date
the deferred Retainer would otherwise have been payable to the
Participant, based on an amount equal to the dollar amount of the
deferred Retainer which otherwise would have been payable to the
Participant divided by the Market Value on such date.
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(b)
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Post-2004 Deferrals . When a
Participant effectively elects to defer all or a portion of the
Participant’s Retainer earned on or after January 1, 2005,
such deferral shall be credited to the Participant’s
Post-2004 Account as of the date the Retainer otherwise would have
been paid to such Participant.
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Article 5
Dividends and Adjustments to Pre-2005 Account
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5.1
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Reinvestment of Dividends
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On each dividend payment date with respect to
the Common Stock, the Pre-2005 Account of a Participant, with Stock
Units held pursuant to Article 4, shall be credited with an
additional number of whole and fractional Stock Units, computed to
three decimal places, equal to the product of the dividend per
share then payable, multiplied b
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