Supplemental Retirement Savings Plan, Amended and Restated


    EXHIBIT
      10(k)(2)


    AMERICAN
      ELECTRIC POWER SYSTEM

    SUPPLEMENTAL
      RETIREMENT SAVINGS PLAN

    


    


    AMENDED
      AND RESTATED AS OF JANUARY 1, 2005

    


    


    ARTICLE
      I

    


    Purposes
      and Effective Date

    


    1.1     The
      American
      Electric Power System Supplemental Retirement Savings Plan is established to
      provide to eligible employees a tax-deferred savings opportunity otherwise
      not
      available to them under the terms of the American Electric Power System
      Retirement Savings Plan because of contribution restrictions imposed by the
      Internal Revenue Code.

    


    1.2     The
      original
      effective date of the American Electric Power System Supplemental Retirement
      Savings Plan is January 1, 1994 and the effective date of this Amended and
      Restated American Electric Power System Supplemental Retirement Savings Plan
      is
      January 1, 2005, except as otherwise specified herein. 

    


    


    ARTICLE
      II

    


    DEFINITIONS

    


    2.1     “Account”
      means the separate memo account established and maintained by the Company or
      the
      recordkeeper employed by the Company to record Contributions allocated to a
      Participant's Account and to record any related Investment Income on the Fund
      or
      Funds selected by the Participant. The portion of the Account attributable
      to
      Compensation earned and vested prior to January 1, 2005 (excluding, for this
      purpose incentive compensation attributable to 2004 that was subject to
      discretionary adjustment and first available for payment subsequent to December
      31, 2004) shall be referred to as the Participant’s “Legacy SRSP Account
      Balance.” The portion of the Account attributable to Compensation other than
      that described in the immediately preceding sentence shall be referred to as
      the
      Participant’s “Active SRSP Account Balance.”

    


    2.2     “Applicable
      Federal Rate” means 120% of the applicable federal long-term rate, with monthly
      compounding (as prescribed under Section 1274(d) of the Code), published for
      the
      December immediately prior to the Plan Year.

    


    2.3     “Claims
      Reviewer” means the person or committee designated by American Electric Power
      Service Corporation (or by a duly authorized person) as responsible for the
      review of claims for benefits under the Plan in accordance with Section 7.1.
      Until changed, the Claims Reviewer shall be the Director - Compensation and
      Executive Benefits. 

    


    2.4     “Code”
means
      the Internal Revenue Code of 1986, as amended from time to time.

    


    2.5     “Committee”
      means the committee designated by American Electric Power Service Corporation
      (or by a duly authorized person) as responsible for the administration of the
      Plan. 

     

    2.6     “Company”
      means the American Electric Power Service Corporation and its subsidiaries
      and
      affiliates.

     

    2.7     “Company
      Contributions” means the matching contributions made by the Company pursuant to
      section 3.2. 

    


    2.8     “Compensation”
means
      the sum of a Participant's regular base salary or wage including any salary
      or
      wage reductions made pursuant to sections 125 and 402(e)(3) of the Code and
      contributions to this Plan, overtime pay and incentive compensation paid
      pursuant to the terms of annual incentive compensation plans up to a Plan Year
      maximum of two million dollars ($2,000,000), but effective only with respect
      to
      such sums paid on or after September 1, 2004,(1) provided
      that Compensation shall not include non-annual bonuses (such as but not limited
      to project bonuses and sign-on bonuses), severance pay, relocation payments,
      or
      any other form of additional compensation that is not considered to be part
      of
      base salary, base wage, overtime pay or annual incentive compensation. For
      this
      purpose, safety focus payouts shall be considered paid pursuant to the terms
      of
      an annual incentive plan, although such payouts may be determined and paid
      on a
      quarterly basis.

    


    2.9     “Contributions”
      means, as the context may require, Participant Contributions and Company
      Contributions.

    


    2.10     “Corporation”
      means the American Electric Power Company, Inc., a New York
      corporation.

    


    2.11     “Eligible
      Employee” means any employee of the Company who is designated by the Company as
      eligible to participate in this Plan, provided that effective for deferral
      election periods that begin after June 1, 2005, such employee must be employed
      at exempt salary grade 28 or higher. Individuals not directly compensated by
      the
      Company or who are not treated by the Company as an active employee shall not
      be
      considered Eligible Employees.

    


    2.12     “ERISA”
means
      the Employee Retirement Income Security Act of 1974, as amended from time to
      time.

    


    2.13     “Executive
      Officer” means Participant who, with respect to AEP, is subject to the
      disclosure requirements set forth in Section 16 of the Securities Exchange
      Act
      of 1934, as amended.

     

    2.14     “First
      Date
      Available” or “FDA” means (a) with respect to Key Employees, the last day of the
      month coincident with or next following the date that is six (6) months after
      the date of the Participant’s or Former Participant’s Termination; and (b) with
      respect to all other Participants and Former Participants, the last day of
      the
      month coincident with or next following the date that is one (1) month after
      the
      date of the Participant’s Termination; provided, however, that the FDA with
      respect to an Executive Officer shall be no earlier than the December 31 of
      the
      calendar year of such Executive Officer’s Termination.

    


    2.15     “Former
      Participant” means a Participant whose employment has Terminated or a
      Participant who is no longer an Eligible Employee, but whose Account has a
      balance greater than zero.

    


    2.16     “Fund”
means
      the investment options made available to participants in the Savings Plan,
      as
      revised from time to time, except as the Committee may specify otherwise, and
      the Interest Bearing Account.

    


    2.17     “Investment
      Income” means with respect to Participant Contributions and Company
      Contributions the earnings, gains and losses that would be attributable to
      the
      investment of such Contributions in a Fund or Funds. 

    


    2.18     “Interest
      Bearing Account” means an investment option to be made available to Participants
      in this Plan in which the Contributions attributed to this option are credited
      with interest at the Applicable Federal Rate.

    


    2.19     “Key
      Employee” means a Participant who, determined as of such time as is consistent
      with guidance provided under Section 409A(a)(2)(B)(i) of the Code, (a) held
      the
      office of Vice President or higher with AEP or one of its subsidiaries or
      affiliates; (b) was employed at exempt salary grade 34 or higher; or (c)
      otherwise was determined by the Committee to be a “specified employee” described
      in Section 409A(a)(2)(B)(i) of the Code.

    


    2.20     “Next
      Date
      Available” or “NDA” means the June 30 of the calendar year immediately following
      the calendar year in which falls the Participant’s Termination.

    


    2.21     “Participant”
      means an Eligible Employee who elects to defer part or all of his or her
      Incentive Compensation. Except to the extent otherwise specified in this Plan,
      references to a Participant shall be considered to include a Former
      Participant.

    


    2.22     “Participant
      Contributions” means contributions made by the Participant pursuant to an
      executed Pay Reduction Agreement subject to the Participant Contribution limits
      contained in Article III.

    


    2.23     “Pay
      Reduction Agreement” means an agreement between the Company and the Participant
      in which the Participant irrevocably elects to reduce his or her Compensation
      for the Plan Year and the Company agrees to treat the amount of the Compensation
      reduction as a Participant Contribution to this Plan.

     

    2.24     “Plan”
means
      this American Electric Power System Supplemental Retirement Savings Plan, as
      amended from time to time.

    


    2.25     “Plan
      Year”
means the twelve-month period commencing each January 1 and ending the following
      December 31.

    


    2.26     “Savings
      Plan” means the American Electric Power System Retirement Savings Plan, a plan
      intended to be qualified under section 401(a) of the Code, as amended from
      time
      to time.

    


    2.27     “Termination”
      means termination of employment with the Company and its subsidiaries and
      affiliates for any reason.

    


    2.28     “2005
      Distribution Election Period” means the period or periods designated by the
      Committee during which Participants (or Former Participants) are given the
      opportunity to select among the distribution options set forth in Article VI,
      provided that any such period shall end no later than December 31,
      2005.

    


    


    ARTICLE
      III

    


    PARTICIPATION

    


    3.1     An
      Eligible
      Employee shall become a Participant by timely submitting a Pay Reduction
      Agreement during an applicable deferral election period to defer part of the
      Eligible Employee’s Compensation to which such election relates. The Pay
      Reduction Agreement shall be in such form as may reasonably be required by
      the
      Committee and shall be executed at the time and in the manner prescribed by
      the
      Committee. 

    


    3.2     For
      purposes
      of Section 3.1, the election period during which Compensation may be subject
      to
      an effective deferral election shall be determined as follows:

    


        (a) To
      the
      extent that the Compensation is “performance-based compensation” (within the
      meaning of Section 409A(a)(4)(B)(iii) of the Code) that is based 

        on
      services
      performed over a period of at least 12 months, the election period shall end
      no
      later than six (6) months before the end of the performance 

        period.

    


        (b) To
      the
      extent that the Compensation is not described in paragraph (a), the election
      period shall end on or before December 31 of the calendar year prior


        to
      the year
      in which the services on which the Compensation is based are to be performed.
      

    


        (c) Notwithstanding
      (a) and (b), in the case of the first year in which an Eligible Employee becomes
      eligible to participate in the Plan, the election period shall 

        end
      within 30
      days after the date such Eligible Employee became eligible to participate and
      such election shall apply only with respect to services to be 

        performed
      subsequent to the election.

    


    No
      election shall be effective to defer any Compensation that would otherwise
      be
      paid to the Participant before the period for which the Pay Reduction Agreement
      is effective. 

    


    Notwithstanding
      the foregoing, the deferral election period for an Eligible Employee identified
      by the Company as having an inadequate opportunity to enroll in the Plan with
      regard to the 2005 calendar year shall be extended into January 2005, provided
      that such election shall be applied only to Compensation that had not been
      paid
      nor become payable at the time the election is submitted.

    


    3.3     If
      a deferral
      election is not made by the end of the election period prescribed by the Company
      with regard to certain Compensation that may be earned by an Eligible Employee,
      no portion of such Compensation shall be deferred for such Eligible
      Employee.

     

    3.4     Participant
      Contributions made by a Participant pursuant to an executed Pay Reduction
      Agreement shall be made by payroll deductions from such Compensation payable
      to
      the Participant to which the Pay Reduction Agreement relates. Participant
      Contributions are to be made in multiples of one (1) whole percentage of
      Compensation, not to exceed 20 percent of Compensation for any pay date. The
      maximum Participant Contribution for any pay date shall not exceed the
      difference between (a) twenty percent (20%) of the Participant's Compensation
      for the pay date, and (b) the aggregate amount of the Participant's Before-Tax
      and After-Tax contributions to the Savings Plan for the same pay
      date.

    


    3.5     Subject
      to
      the limitation contained in section 3.6, the Company shall credit to the Plan
      on
      behalf of each Participant an amount equal to 75% of the amount contributed
      to
      the Plan by the Participant, not in excess of 6% of a Participant's Compensation
      as of each pay date.

     

    3.6     The
      amount of
      Company Contributions credited to the Plan on behalf of a Participant in
      combination with the contributions made by the Company to the Savings Plan
      on
      behalf of the Participant as of each pay date during a Plan Year, shall, in
      the
      aggregate be equal to the lesser of (a) 75% of the Participant Contributions
      made by the Participant to this Plan and the Savings Plan as of that pay date,
      or (b) 4.5% of the Participant's Compensation paid as of that pay date. If
      the
      aggregate contributions exceed the lesser limitation described in the preceding
      sentence, the Company Contributions credited to the Participant's Account under
      this Plan shall be reduced until the aggregate Company Contributions made under
      both the Savings Plan and this Plan do not exceed the limitation.

     

    3.7     Participant
      Contributions and Company Contributions shall be credited to the Participant’s
      Account as follows:

    


    (a) Contributions
      related to Compensation that had been earned and vested prior to January 1,
      2005
      have been credited to the Participant’s Legacy SRSP Account Balance. No
      additional Contributions shall be credited to a Legacy SRSP Account
      Balance.

    


    (b) Contributions
      related to Compensation that is earned or vested on or after January 1, 2005
      shall be credited to the Participant’s Active SRSP Account Balance. This shall
      include the Contributions under this Plan relating to incentive compensation
      attributable to 2004 that was subject to discretionary adjustment and first
      available for payment subsequent to December 31, 2004.

    


    


    ARTICLE
      IV

    


    INVESTMENT
      OF CONTRIBUTIONS

    


    4.1     Participant
      Contributions and Company Contributions (without regard to whether such
      Contributions have been allocated to such Participant’s Legacy SRSP Account
      Balance or Active SRSP Account Balance) shall be credited with earnings as
      if
      invested in the Funds selected by the Participant. To the extent the Participant
      fails to select Funds for the investment of Contributions under the Plan, the
      Participant shall be deemed to have selected the Interest Bearing Account.
      The
      Participant may change the selected Funds by providing notification in
      accordance with the Plan’s procedures. Any change in the Funds selected by the
      Participant shall be implemented in accordance with the Plan’s
      procedures.

    


    4.2     A
      Participant
      may elect to transfer all or a portion of the amounts credited to his Account
      from any Fund or Funds to any other Fund or Funds by providing notification
      in
      accordance with the Plan’s procedures. Such transfers between Funds may be made
      in any whole percentage or dollar amounts and shall be implemented in accordance
      with the Plan’s procedures.

    


    4.3     The
      amount
      credited to each Participant's Account shall be determined daily based upon
      the
      fair market value of the Fund or Funds to which that Account is allocated.
      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. A Participant’s Account, as adjusted from time to
      time, shall continue to be credited with Investment Income until the balance
      of
      the Account is zero and the Committee anticipates no additional Contributions
      from such Participant.

    


    4.4     The
      Plan is
      an unfunded non-qualified deferred compensation plan and therefore the
      Contributions credited to a Participant's Account and the investment of those
      Contributions in the Fund or Funds selected by the Participant are memo accounts
      that represent general, unsecured liabilities of the Company payable exclusively
      out of the general assets of the Company. In the event that the Company becomes
      insolvent, the Participants shall be considered as general unsecured creditors
      of the Company. The Participant’s rights to benefits under this Plan shall not
      be subject in any manner to anticipation, alienation, sale, transfer,
      assignment, pledge encumbrance, attachment or garnishment by creditors of any
      Participant or any beneficiary.

    


    


    ARTICLE
      V

    


    DISTRIBUTIONS
      

    5.1     Upon
      a
      Participant’s termination of employment with the Company and its subsidiaries
      and affiliates for any reason, the Company shall cause the Participant to be
      paid the full amount credited to his or her Account in accordance with the
      following rules:

    


    (a) Legacy
      SRSP Account Balance.
      Amounts
      that are credited to the Participant's Legacy SRSP Account Balance:

    


    
      	
               

            	
              (1)

            	
              Shall
                be distributed to the Participant in one of the following optional
                forms
                as selected by the Participant:

            


    

    


    
      	
               

            	
              (A)

            	
              A
                single lump-sum payment, or 

            


    

    


    
      	
               

            	
              (B)

            	
              In
                annual installment payments over not less than two nor more than
                ten
                years.

            


    

    


    
      	
               

            	
              (2)

            	
              Shall
                be paid in the form of distribution selected by the Participant pursuant
                to paragraph (1) shall commence within 60 days after the date elected
                by
                the Participant on an effective distribution election form. Such
                date
                elected by the Participant shall be either (A) the date of the
                Participant’s Termination (provided, however, if the Participant was an
                Executive Officer at the time of his or her Termination, the earliest
                commencement date (for account valuation purposes) shall be December
                31 of
                the year of such Executive Officer’s Termination) or (2) the first,
                second, third, fourth or fifth anniversary of the Participant’s
                Termination, as selected by the Participant.


            


    

    


    Each
      Participant shall select the form of distribution [as set forth in paragraph
      (1)] and benefit commencement date [as set forth in paragraph (2)] with regard
      to the amounts that are credited to the Participant's Legacy SRSP Account
      Balance when the Participant first elects to participate in the Plan. The
      Participant may amend his or her distribution election with regard to amounts
      that are credited to the Participant's Legacy SRSP Account Balance at any time
      prior to the date that is at least twelve (12) months prior to the Participant's
      Termination by submitting a distribution election form in accordance with the
      Plan’s procedures. If the Participant has not submitted an effective
      distribution election with regard to amounts that are credited to the
      Participant's Legacy SRSP Account Balance at the time of his Termination, the
      distribution of the amounts that are credited to the Participant's Legacy SRSP
      Account Balance shall be in the form of a single lump sum payment made within
      60
      days after the Participant's Termination. Notwithstanding the preceding
      sentence, distribution to a Participant who was an Executive Officer at the
      time
      of his Termination, but who has not submitted an effective distribution election
      with regard to amounts that are credited to the Participant's Legacy SRSP
      Account Balance at the time of his Termination, shall be in the form of a single
      lump sum payment within 60 days after the December 31 of the calendar year
      of
      the Participant’s Termination.

    


        (b) Active
      SRSP Account Balance.
      With
      regard to the Participant’s Active SRSP Account Balance the following rules
      shall apply:

    


    
      	
               

            	
              (1)

            	
              Form
                of Distribution.
                The Company shall cause the Participant to be paid the full amount
                credited to his or her Active SRSP Account Balance in accordance
                with his
                or her effective election in one of the following
                forms:

            


    

    


    
      	
               

            	
              (A)

            	
              A
                single lump sum distribution 

            


    

    


    
      	
               

            	
              (i)

            	
              as
                of the First Date Available; or

            


    

    


    
      	
               

            	
              (ii)

            	
              as
                of the Next Date Available; or

            


    

    


    
      	
               

            	
              (iii)

            	
              as
                of the fifth anniversary of the First Date Available;
                or

            


    

    


    
      	
               

            	
              (iv)

            	
              as
                of the fifth anniversary of the Next Date Available;
                or

            


    

    


    
      	
               

            	
              (B)

            	
              In
                five (5) annual installments
                commencing

            


    

    


    
      	
               

            	
              (i)

            	
              as
                of the First Date Available; or

            


    

    


    
      	
               

            	
              (ii)

            	
              as
                of the Next Date Available; or

            


    

    


    
      	
               

            	
              (iii)

            	
              as
                of the fifth anniversary of the First Date Available;
                or

            


    

    


    
      	
               

            	
              (iv)

            	
              as
                of the fifth anniversary of the Next Date Available;
                or

            


    

    


    
      	
               

            	
              (C)

            	
              In
                ten (10) annual installments
                commencing.

            


    

    


    
      	
               

            	
              (i)

            	
              as
                of the First Date Available; or

            


    

    


    
      	
               

            	
              (ii)

            	
              as
                of the Next Date Available.

            


    

    


    
      	
               

            	
              (2)

            	
              Effective
                Election.
                For this purpose, a Participant’s election with respect to the
                distribution of his or her Active SRSP Account Balance shall not
                be
                effective unless all of the following requirements are
                satisfied.

            


    

    


    
      	
               

            	
              (A)

            	
              The
                election is submitted to the Company in writing in a form determined
                by
                the Committee to be acceptable;

            


    

    


    
      	
               

            	
              (B)

            	
              The
                election is submitted timely. For purposes of this paragraph, a
                distribution election will be considered “timely” only if it is submitted
                prior to the Participant’s Termination and it satisfies the requirements
                of (i), (ii) or (iii), below, as may be
                applicable:

            


    

    


    
      	
               

            	
              (i)

            	
              Submitted
                within the applicable election period (as determined in accordance
                with
                Section 3.2), but only if the distribution election is submitted
                in
                connection with the Participant’s initial deferral election under this
                Plan; or

            


    

    


    
      	
               

            	
              (ii)

            	
              Submitted
                during the 2005 Distribution Election Period, but only with regard
                to the
                first distribution election form submitted by such Participant during
                that
                period; or

            


    

    


    
      	
               

            	
              (iii)

            	
              Submitted
                at least one year prior to the date of the Participant’s
                Termination.

            


    

    


    
      	
               

            	
              (C)

            	
              If
                the Participant is submitting the election pursuant to paragraph
                (b)(2)(B)(iii) to change the timing or form of distribution that
                is then
                in effect with respect to the Participant’s Active SRSP Account Balance
                (i.e., the Participant is not submitting an election with his initial
                deferral election [(B)(i)] nor during the 2005 Distribution Election
                Period [(B)(ii)], the newly selected option (i) must result in the
                deferral of the first scheduled payment by at least 5 years and (ii)
                may
                not result in the acceleration of any scheduled payment that would
                have
                been made under the distribution option that is intended to be replaced
                with respect to such Participant’s Active SRSP Account
                Balance.

            


    

    


    
      	
               

            	
              (3)

            	
              If
                a Participant fails to submit a distribution election with regard
                to his
                Active SRSP Account Balance that satisfies the requirements of this
                Section 5.1(b), his or her Active SRSP Account Balance shall be
                distributed in a single lump sum as of the First Date
                Available.

            


    

    


    
      	
               

            	
              (4)

            	
              Notwithstanding
                any other provision of this Plan to the contrary, if a Participant
                whose
                Termination occurs on or before June 30, 2005 fails to submit an
                effective
                distribution election with regard to his Active SRSP Account Balance
                that
                satisfies the requirements of this Section 5.1(b), the deferral election
                with respect to Contributions credited to such Participant’s Active SRSP
                Account Balance shall terminated and the entire balance of such
                Participant’s Active SRSP Account Balance shall be distributed to such
                Participant in a single lump sum as soon as administratively practicable
                after the Termination of such
                Participant.

            


    

     

    5.2    (a) For
      purposes of this Article, the amount to be distributed to a Participant shall
      be
      based upon the value of such individual’s Legacy SRSP Account Balance or Active
      SRSP Account Balance (as applicable) determined as of the applicable
      distribution date (or, if that is not a business day, then as of the immediately
      preceding business day) and shall be paid to such individual as soon as
      administratively practicable thereafter.

    


          (b) Notwithstanding
      any other provision of this Article, if the Account of a Participant who is
      not
      a Key Employee is $10,000 or less on the date of the Participant’s Termination,
      the full value of the Account shall be distributed as of the First Date
      Available in
      a
      single, lump sum distribution regardless of the form elected by such
      Participant.

     

    5.3     If
      an annual
      distribution is selected, the amount to be distributed in any one-year shall
      be
      determined by dividing the Participant’s Legacy SRSP Account Balance or Active
      SRSP Account Balance (as appropriate) by the number of years remaining in the
      elected distribution period. The Participant electing annual distributions
      shall
      have the right to direct changes in the investment of the Account in a Fund
      or
      Funds in accordance with Article IV until the amount credited to the Account
      is
      reduced to zero.

    


    


    ARTICLE
      VI

    


    BENEFICIARIES

    


    6.1     Each
      Participant may designate a beneficiary or beneficiaries who shall receive
      the
      balance of the Participant's Account if the Participant dies prior to the
      complete distribution of the Participant's Account. Any designation, or change
      or rescission of a beneficiary designation shall be made by the Participant’s
      completion, signature and submission to the Committee of the appropriate
      beneficiary form prescribed by the Committee. A beneficiary form shall take
      effect as of the date the form is signed provided that the Committee receives
      it
      before taking any action or making any payment to another beneficiary named
      in
      accordance with this Plan and any procedures implemented by the Committee.
      If
      any payment is made or other action is taken before a beneficiary form is
      received by the Committee, any changes made on a form received thereafter will
      not be given any effect. If a Participant fails to designate a beneficiary,
      or
      if none of the beneficiaries named by the Participant survive the Participant,
      the Participant’s Account will be paid to the Participant’s estate. Unless
      clearly specified otherwise in an applicable court order presented to the
      Committee prior to the Participant’s death, the designation of a Participant’s
      spouse as a beneficiary shall be considered automatically revoked as to that
      spouse upon the legal termination of the Participant’s marriage to that
      spouse.

    


    6.2     Distribution
      to a Participant’s beneficiary shall be in the form of a single lump-sum payment
      within 60 days after the Committee makes a final determination as to the
      beneficiary or beneficiaries entitled to receive such distribution.

    


    


    ARTICLE
      VII

    


    CLAIMS
      PROCEDURE

    


    7.1     The
      following procedures shall apply with respect to claims for benefits under
      the
      Plan.

    


    (a) Any
      Participant or beneficiary who believes he or she is entitled to receive a
      distribution under the Plan which he or she did not receive or that amounts
      credited to his or her Account are inaccurate, may file a written claim signed
      by the Participant, beneficiary or authorized representative with the Claims
      Reviewer, specifying the basis for the claim. The Claims Reviewer shall provide
      a claimant with written or electronic notification of its determination on
      the
      claim within ninety days after such claim was filed; provided, however, if
      the
      Claims Reviewer determines special circumstances require an extension of time
      for processing the claim, the claimant shall receive within the initial
      ninety-day period a written notice of the extension for a period of up to ninety
      days from the end of the initial ninety day period. The extension notice shall
      indicate the special circumstances requiring the extension and the date by
      which
      the Plan expects to render the benefit determination.

    


    (b) If
      the
      Claims Reviewer renders an adverse benefit determination under paragraph (a),
      the notification to the claimant shall set forth, in a manner calculated to
      be
      understood by the claimant:

    


    
      	
               

            	
              (1)

            	
              the
                specific reasons for the denial of the
                claim;

            


    

    


    
      	
               

            	
              (2)

            	
              specific
                reference to the provisions of the Plan upon which the denial of
                the claim
                was based;

            


    

    


    
      	
               

            	
              (3)

            	
              a
                description of any additional material or information necessary for
                the
                claimant to perfect the claim and an explanation of why such material
                or
                information is necessary, and 

            


    

    


    
      	
               

            	
              (4)

            	
              an
                explanation of the review procedure specified in Section 7.2, and
                the time
                limits applicable to such procedures, including a statement of the
                claimant’s right to bring a civil action under section 502(a) of the
                Employee Retirement Income Security Act of 1974, as amended, following
                an
                adverse benefit determination on
                review.

            


    

    


    7.2    The
      following procedures shall apply with respect to the review on appeal of an
      adverse determination on a claim for benefits under the Plan.

    


    (a) Within
      sixty days after the receipt by the claimant of an adverse benefit
      determination, the claimant may appeal such denial by filing with the Committee
      a written request for a review of the claim. If such an appeal is filed within
      the sixty day period, the Committee, or a duly appointed representative of
      the
      Committee, shall conduct a full and fair review of such claim that takes into
      account all comments, documents, records and other information submitted by
      the
      claimant relating to the claim, without regard to whether such information
      was
      submitted or considered in the initial benefit determination. The claimant
      shall
      be entitled to submit written comments, documents, records and other information
      relating to the claim for benefits and shall be provided, upon request and
      free
      of charge, reasonable access to, and copies of all documents, records and other
      information relevant to the claimant’s claim for benefits. If the claimant
      requests a hearing on the claim and the Committee concludes such a hearing
      is
      advisable and schedules such a hearing, the claimant shall have the opportunity
      to present the claimant’s case in person or by an authorized representative at
      such hearing. 

    


    (b) The
      claimant shall be notified of the Committee’s benefit determination on review
      within sixty days after receipt of the claimant’s request for review, unless the
      Committee determines that special circumstances require an extension of time
      for
      processing the review. If the Committee determines that such an extension is
      required, written notice of the extension shall be furnished to the claimant
      within the initial sixty-day period. Any such extension shall not exceed a
      period of sixty days from the end of the initial period. The extension notice
      shall indicate the special circumstances requiring the extension and the date
      by
      which the Plan expects to render the benefit determination.

    


    (c) The
      Committee shall provide a claimant with written or electronic notification
      of
      the Plan’s benefit determination on review. The determination of the Committee
      shall be final and binding on all interested parties. Any adverse benefit
      determination on review shall set forth, in a manner calculated to be understood
      by the claimant:

    


    
      	
               

            	
              (1)

            	
              the
                specific reason(s) for the adverse
                determination;

            


    

    


    
      	
               

            	
              (2)

            	
              reference
                to the specific provisions of the Plan on which the determination
                was
                based; 

            


    

    


    
      	
               

            	
              (3)

            	
              a
                statement that the claimant is entitled to receive, upon request
                and free
                of charge, reasonable access to, and copies of, all documents, records
                and
                other information relevant to the claimant’s claim for benefits;
                and

            


    

    


    
      	
               

            	
              (4)

            	
              a
                statement of the claimant’s right to bring an action under Section 502(a)
                of ERISA.

            


    

    


    


    ARTICLE
      VIII

    


    ADMINISTRATION

    


    8.1     The
      Committee
      shall have full discretionary power and authority (i) to administer and
      interpret the terms and conditions of the Plan; (ii) to establish reasonable
      procedures with which Participants must comply to exercise any right or
      privilege established hereunder; and (iii) to be permitted to delegate its
      responsibilities or duties hereunder to any person or entity. The rights and
      duties of the Participants and all other persons and entities claiming an
      interest under the Plan shall be subject to, and bound by, actions taken by
      or
      in connection with the exercise of the powers and authority granted under this
      Article. 

    


    8.2     The
      Committee
      may employ agents, attorneys, accountants, or other persons and allocate or
      delegate to them powers, rights, and duties all as the Committee may consider
      necessary or advisable to properly carry out the administration of the
      Plan.

    


    8.3     The
      Company
      shall maintain, or cause to be maintained, records showing the individual
      balances of each Participant's Account. Statements setting forth the value
      of
      the amount credited to the Participant's Account as of a particular date shall
      be made available to each Participant no less often than quarterly. The
      maintenance of the Account records and the distribution of statements may be
      delegated to a recordkeeper by either the Company or the Committee.

    


    


    ARTICLE
      IX

    


    AMENDMENT
      OR TERMINATION

    


    The
      Company intends to continue the Plan indefinitely but reserves the right, in
      its
      sole discretion, to modify the Plan from time to time, or to terminate the
      Plan
      entirely or to direct the permanent discontinuance or temporary suspension
      of
      Contributions under the Plan. Notwithstanding the foregoing provisions of this
      Article, no modification, termination, discontinuance or suspension shall reduce
      the benefits accrued for the benefit of any Participant or beneficiary under
      the
      Plan as of the date of such modification, termination, discontinuance or
      suspension.

    


    


    ARTICLE
      X

    


    MISCELLANEOUS

    


    10.1     Nothing
      in
      the Plan shall (a) interfere with or limit in any way the right of the Company
      to terminate any Participant's employment at any time; nor (b) confer upon
      a
      Participant any right to continue in the employ of the Company.

    


    10.2     In
      the event
      the Committee, in its sole discretion, shall find that a Participant or
      beneficiary is unable to care for his or her affairs because of illness or
      accident, the Committee may direct that any payment due the Participant or
      the
      beneficiary be paid to the duly appointed personal representative of the
      Participant or beneficiary, and any such payment so made shall be a complete
      discharge of the liabilities of the Plan and the Company with respect to such
      Participant or beneficiary.

    


    10.3     Each
      Participant agrees that as a condition of participation in the Plan, the Company
      may withhold from any distribution hereunder all amounts determined by the
      Company as required by law or otherwise as determined by the Company to be
      then
      due and payable by the Participant or his beneficiary to the
      Company.

    


    10.4     The
      Company
      intends the following with respect to this Plan: (1) Section 451(a) of the
      Code
      would apply to the Participant's recognition of gross income as a result of
      participation herein; (2) the Participants will not recognize gross income
      as a
      result of participation in the Plan unless and until and then only to the extent
      that distributions are received; (3) the Company will not receive a deduction
      for amount credited to any Account unless and until and then only to the extent
      that amounts are actually distributed; (4) the provisions of Parts 2, 3, and
      4
      of Subtitle B of Title I of ERISA shall not be applicable; and (5) the design
      and administration of the Plan are intended to comply with the requirements
      of
      Section 409A of the Code, to the extent such section is effective and applicable
      to amounts deferred hereunder. However, no Eligible Employee, Participant,
      Former Participant, beneficiary or any other person shall have any recourse
      against the Corporation, the Company, the Committee or any of their affiliates,
      employees, agents, successors, assigns or other representatives if any of those
      conditions are determined not to be satisfied.

    


    10.5     The
      Plan
      shall be construed and administered according to the applicable provisions
      of
      ERISA and the laws of the State of Ohio.

     

     

    (1)  
      Such limitation on Compensation is an increase from the $1,000,000 limitation
      that had been in effect with respect to such sums paid prior to September 1,
      2004.