Unassociated Document


    CENTRAL
AND SOUTH WEST SYSTEM

    SPECIAL
EXECUTIVE RETIREMENT PLAN

    


    (As
Amended and Restated Effective January 1, 2009)

    


    


    ARTICLE
I

    Purposes
and Effective Date

    


    1.1           Purpose.  The
Central and South West System Special Executive Retirement Plan is an unfunded,
nonqualified deferred compensation plan maintained to provide certain benefits
for eligible employees whose retirement benefits from the Retirement Plan (as
defined below) are restricted due to limitations imposed by provisions of the
Internal Revenue Code or who are entitled to supplemental benefits under the
terms of an employment agreement between the eligible employee and a
Participating Employer.

    


    1.2           Effective
Date.  The Plan originally was adopted by Central and South
West Corporation in 1979.  It later was amended and restated effective
as of July 1, 1997.  This Plan is now amended and restated effective
as of January 1, 2009, except as otherwise provided.

    


    ARTICLE
II

    Definitions

    


    The following terms shall have the
meanings set forth in this Article II.  Any undefined capitalized term
in this Plan shall have the meaning set forth in the Retirement
Plan.

    


    2.1           “Accredited Service”
means the period of time taken into account under the terms of the Retirement
Plan for the purpose of computing a Retirement Plan benefit under the Final
Average Pay Formula.

    


    2.2           “Actuarial
Equivalence” or “Actuarially
Equivalent” will be determined using the assumptions and methods that are
used in connection with the Cash Balance Formula under the Retirement Plan,
regardless of whether the benefits under this Plan are determined under the Cash
Balance Formula.

    


    2.3           “Administrator” means
American Electric Power Service Corporation.

    


    2.4           “Base Compensation”
means a Participant's regular base salary or base wage Earned through the date
of the termination of employment of the Participant with the Participating
Employers.  Base Compensation shall be determined (i) without
adjustment for any salary or wage elections made pursuant to Sections 125
(regarding cafeteria plans, including pre-tax contributions for premiums and
flexible spending accounts) and 402(e)(3) (regarding elective deferrals,
including before-tax contributions under a Section 401(k) retirement savings
plan) of the Code, (ii) without reduction for any contributions to the
Supplemental Savings Plan; and (iii) excluding bonuses (such as, but not limited
to, project bonuses and sign-on bonuses), compensation paid pursuant to the
terms of an annual compensation plan, performance pay awards, severance pay,
relocation payments, or any other form of additional compensation that is not
part of regular base salary or base wage.

    


    2.5           “Beneficiary” means
the person or entity designated in accordance with the provisions of Section
7.3, to receive the distribution of death benefits provided for in Article
VII.

    


    2.6           “Board of Directors”
means the Board of Directors of the Company.

    


    2.7           “Cash Balance Formula”
means the formula under the Retirement Plan by which Participants accrue
benefits through credits to his or her Cash Balance Account (as defined in the
Retirement Plan).  The Cash Balance Formula is effective beginning
July 1, 1997.

    


    2.8           “Cash Balance Unrestricted
Benefit” means the Unrestricted Benefit calculated using the Cash Balance
Formula.

    


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

    


    2.10           “Committee” means the
committee designated by the Administrator (or a person duly authorized to act on
behalf of the Administrator) as responsible for the administration of the
Plan.

    


    2.11           “Company” means AEP
Utilities, Inc., a Delaware corporation (formerly know as Central and South West
Corporation).

    


    2.12           “Corporation” means
American Electric Power Company, Inc., a New York corporation, and its
affiliates and subsidiaries.

    


    2.13           “Determination Date”
means the first day of the month immediately following the Participant's
Termination; provided, however, with respect to Participants who have already
separated from service but have not yet received a distribution under the Plan
as of December 1, 2008, the Determination Date shall be the date specified in
accordance with Article VI for the commencement date for payment of his or her
Special Retirement Benefit.

    


    2.14           “Employee” means such
persons employed by a Participating Employer who are designated in the records
of the Participating Employer in a classification that is eligible to
participate in the Retirement Plan.

    


    2.15           “Employment Contract”
means an agreement between a Participating Employer and an Employee that
provides the Employee with a non-qualified retirement benefit attributable to
this Plan.

    


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

    


    2.17           “First Date Available”
or “FDA” means
(a) with respect to a Participant who is a Key Employee as of the date of such
Participant’s Termination, the first day of the month next following the date
that is six (6) months after the Participant’s Termination; (b) with respect to
Participants who have already separated from service but have not yet received a
distribution under the Plan as of December 1, 2008, the date specified in
accordance with Article VI for the commencement date for payment of his or her
Special Retirement Benefit (or, if such Participant fails to specify such a
date, January 1, 2009); and (c) with respect to all other Participants, the
first day of the month next following the Participant’s
Termination.

    


    2.18           “Grandfathered
Participant” means a Participant who (i) is an employee of a
Participating Employer on July 1, 1997, and (ii) has both attained age 50 and
completed at least ten years of vesting service under the Retirement Plan on
such date.

    


    2.19           “HR Committee” means
the Human Resources Committee of the board of directors of the Corporation (or
any successor to such committee).

    


    2.20           “Incentive
Compensation” means incentive compensation Earned pursuant to the terms
of an annual incentive compensation plan, provided that Incentive Compensation
shall not include non-annual bonuses (such as but not limited to project bonuses
and sign-on bonuses and amounts earned under a long-term incentive plan),
severance pay, relocation payments, or any other form of additional compensation
that is not considered to be part of Base Compensation.

    


    2.21           “Key Employee” means a
Participant who is classified as a “specified employee” at the time of
Termination in accordance with policies adopted by the HR Committee in order to
comply with the requirements of Section 409A(a)(2)(B)(i) of the Code and the
guidance issued thereunder.

    


    2.22           “Maximum Benefit”
means the vested retirement benefit payable from the Retirement Plan under
either a Prior Plan Formula or the Cash Balance Formula, as provided in Article
IV and Article V and as calculated based upon the Participant’s marital status,
Beneficiary, credited service, and earnings for services rendered to the
Company, to the extent such are permitted by the Code and the Retirement Plan to
be taken into account under the Final Average Pay Formula or the Cash Balance
Formula, as applicable.

    


    2.23           “Maximum Disability
Period” means the last date any disability benefits may become payable
under the terms of the American Electric Power System Long-Term Disability Plan
in effect as of the later of December 31, 2008 or the last day on which the
Participant’s initial payment election may be made in accordance with Section
6.3.

    


    2.24           “Next Date Available”
or “NDA” means
the July 1 of the calendar year immediately following the calendar year in which
falls the Participant’s Termination.

    


    2.25           “Participant” means
any exempt salaried Employee of a Participating Employer who has entered the
Plan in accordance with Article III of this Plan and has accrued a benefit under
the Plan.

    


    2.26           “Participating
Employer” means the Company and each subsidiary of the Corporation that
is a participating employer under the Retirement Plan.

    


    2.27           “Plan” means the
Central and South West System Special Executive Retirement Plan, as amended and
in effect from time to time.

    


    2.28           “Plan Year” means the
calendar year commencing each January 1 and ending each December
31.

    


    2.29           “Premium Pay” means
overtime pay and shift differential pay that is Earned during the relevant time
period, but that is not a part of the Participant’s Base Compensation or
Incentive Compensation.

    


    2.30           “Prior Plan Formula”
means the Career Average Pay Formula or the Final Average Pay Formula under the
Retirement Plan.

    


    2.31           “Retirement Plan”
means the Central and South West System Cash Balance Retirement Plan sponsored
by the Company, as amended and restated effective July 1, 1997, and as further
amended and in effect from time to time, which is a defined benefit pension plan
intended to qualify under Section 401(a) of the Code.

    


    2.32           “Special Retirement
Benefit” means the basic retirement benefit determined under Article IV
of this Plan.

    


    2.33           “Termination” means
termination of employment with the Company and its subsidiaries and affiliates
for any reason; provided that effective with respect to Participants whose
employment terminates on or after January 1, 2005, determinations as to the
circumstances that will be considered a Termination (including a disability and
leave of absence) shall be made in a manner consistent with the written policies
adopted by the HR Committee from time to time to the extent such policies are
consistent with the requirements imposed under Code
409A(a)(2)(A)(i).

    


    2.34           “Unrestricted Benefit”
means the vested retirement benefit that would be payable from the Retirement
Plan under either a Prior Plan Formula or the Cash Balance Formula, as described
in Article IV and Article V, assuming Sections 401(a)(17) (Compensation Limit)
and 415 (Limitation on Benefits) of the Code are not applicable.  The
calculation of the Unrestricted Benefit also shall take into account other
adjustments specified in an Employment Contract.

    


    ARTICLE
III

    Participation
in the Plan

    


    3.1           Eligibility.  All
exempt salaried Employees of a Participating Employer shall be eligible to
participate in this Plan so long as such Employee is either (A) entitled to a
Special Retirement Benefit under the terms of an Employment Contract, or (B)
both (1) a participant in the Retirement Plan, and (2) satisfies one of the
following conditions below:

    


    
      	
               
      

            	
              (a)

            	
              The
      Employee’s Base Compensation for the current or any prior Plan Year
      exceeds the limitation of Section 401(a)(17) of the
  Code,

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Employee was a Participant in this Plan as of July 1, 1997,
    or

            


    

    


    
      	
               
      

            	
              (c)

            	
              The
      Employee’s Base Compensation plus Incentive Compensation plus Premium Pay
      for the current or any prior Plan Year (that ends on or after July 1,
      1997, in that such amounts were taken into account for the calendar year
      1997 in calculating the opening balance for Participants under the Cash
      Balance Formula) exceeds the limitation of Section 401(a)(17) of the
      Code.

            


    

    


    
      	
               
      

            	
              All
      such eligibility determinations generally shall be made by December 31 of
      each year or such other time as set forth in an Employee
      Contract.

            


    

    


    3.2           Duration.  An
Employee who becomes a Participant shall continue to be a Participant until his
or her Termination or the date he or she is no longer entitled to receive a
Special Retirement Benefit under this Plan.

    


    ARTICLE
IV

    Primary
Benefit

    


    4.1           General
Benefits.  Upon a Participant's Termination, the Participant
shall be entitled to a Special Retirement Benefit calculated as of the
Participant’s Determination Date, as determined under this Article IV, to the
extent vested, to be paid at the time and in the form determined in accordance
with Article VI of this Plan.  Except as otherwise specified in
Article X, a Participant’s Special Retirement Benefit shall become vested at the
same time and to the same extent as may be provided under the terms of the
Retirement Plan.  Notwithstanding the foregoing, the amount,
calculation methodology, or vesting of a Participant’s Special Retirement
Benefit may be reduced or otherwise modified in the manner described in an
Employment Contract.  Additionally, if the Committee determines that a
Participant has incurred a liability to, or otherwise damaged, the Corporation,
the Company or any Participating Employer, the Committee shall have the
authority and power, in its sole discretion, to reduce any portion or all of the
amounts that might otherwise become payable to such Participant under the terms
of this Plan by the amount of such liability or damage, as reasonably determined
by the Committee.

    


    4.2           Calculation
Methodology.  For purposes of calculating the Special
Retirement Benefit under Sections 4.3, 4.4 and 4.5 of this Plan, the following
rules shall apply.

    


    
      	
               
      

            	
              (a)

            	
              To
      the extent a Participant’s form of benefit under Article VI is a lump sum
      or installments, this calculation shall be based on the lump sum of the
      Unrestricted Benefit and Maximum Benefit.  To the extent a
      Participant’s form of benefit under Article VI is an annuity, this
      calculation shall be based on the single life annuity value of the
      Unrestricted Benefit and Maximum Benefit.  If a Participant’s
      form of benefit under Article VI is a combination lump sum distribution
      and life annuity [as set forth in Section 6.2(b)(5)], both calculations
      shall be made and the appropriate elected percentage applied to
      each.

            


    

    


    
      	
               
      

            	
              (b)

            	
              For
      purposes of calculating the Unrestricted Benefit using the Cash Balance
      Formula under Sections 4.3, 4.4, 4.5 and 5.2, and for purposes of
      calculating the Pension Equity Floor under Article V, annual Compensation
      taken into account shall be limited to the greater of $1,000,000 or 200%
      of the Participant’s Base Compensation in effect on the last day of each
      applicable Plan Year (or if earlier, the date of
    Termination).

            


    

    


    4.3           Amount of Benefit for Cash
Balance Participants.  A Participant in this Plan whose
Retirement Plan benefit takes into account only the Cash Balance Formula shall
be entitled to receive a benefit equal to the excess (if any) of the benefit
calculated under paragraph (a) below over the benefit calculated under paragraph
(b) below.

    


    
      	
               
      

            	
              (a)

            	
              The
      Unrestricted Benefit calculated using the Cash Balance
      Formula.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Maximum Benefit calculated using the Cash Balance
  Formula.

            


    

    


    4.4           Benefits for
Non-Grandfathered Prior Plan Formula Participants.

    


    
      	
               
      

            	
              (a)

            	
              Eligibility.  If
      the following conditions are satisfied, a Participant shall receive the
      benefit described in Section 4.4 instead of the benefit calculated under
      Section 4.3.

            


    

    


    
      	
               
      

            	
              (1)

            	
              The
      Participant accrued a benefit under this Plan as of July 1, 1997;
      and

            


    

    


    
      	
               
      

            	
              (2)

            	
              The
      Participant is not a Grandfathered
Participant.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Amount of
      Benefit.  The benefit under this Section 4.4 is equal to
      the excess, if any, of the benefit determined under paragraph (1) below
      over the benefit determined under paragraph (2)
  below:

            


    

    


    
      	
               
      

            	
              (1)

            	
              The
      greater of (a) the Unrestricted Benefit the Participant had accrued as of
      July 1, 1997, using the Prior Plan Formula, or (b) the Unrestricted
      Benefit calculated using the Cash Balance
  Formula.

            


    

    


    
      	
               
      

            	
              (2)

            	
              The
      greater of (a) the Maximum Benefit the Participant had accrued as of July
      1, 1997, using the Prior Plan Formula, or (b) the Maximum Benefit
      calculated using the Cash Balance
Formula.

            


    

    


    4.5           Benefit for Grandfathered
Participants.

    


    
      	
               
      

            	
              (a)

            	
              Eligibility.  A
      Grandfathered Participant will receive the benefit in either Section
      4.5(b) or 4.5(c) as applicable.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Lump Sum or
      Installment Benefits.  To the extent a Participant is to
      receive his or her benefits under this Plan in the form of a lump sum or
      installments, the benefit under this Section 4.5(b) is equal to the
      excess, if any, of the benefit determined under paragraph (1) below over
      the benefit determined under paragraph (2)
  below.

            


    

    


    
      	
               
      

            	
              (1)

            	
              The
      greater of (a) the Unrestricted Benefit calculated using the Prior Plan
      Formula, or (b) the Unrestricted Benefit calculated using the Cash Balance
      Formula.

            


    

    


    
      	
               
      

            	
              (2)

            	
              The
      greater of (a) the Maximum Benefit calculated using the Prior Plan
      Formula, or (b) the Maximum Benefit calculated using the Cash Balance
      Formula.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Annuity
      Benefit.  To the extent a Participant is to receive his
      or her benefits under this Plan in the form an annuity, the benefit under
      this Section 4.5 (c) is the annuity benefit described in paragraph (1) or
      (2) below, whichever has the greater Actuarially Equivalent
      value.  Each annuity benefit will be valued at Termination by
      comparing the annuity payable in the normal form under the Retirement Plan
      assuming that payments will commence on the Determination
      Date.  The value of any annuity benefit payable that includes a
      cost of living adjustment shall be determined assuming that the future
      cost of living adjustments will be three percent (3%) per
      year.

            


    

    


    
      	
               
      

            	
              (1)

            	
              The
      excess, if any, of the Unrestricted Benefit calculated using the Prior
      Plan Formula over the Maximum Benefit calculated using the Prior Plan
      Formula.

            


    

    


    
      	
               
      

            	
              (2)

            	
              The
      excess, if any, of the Unrestricted Benefit calculated using the Cash
      Balance Formula over the Maximum Benefit calculated using the Cash Balance
      Formula.

            


    

    


    4.6           Disability
Accruals.  Notwithstanding anything in the Plan to the
contrary, if a Participant incurs a Disability (under the terms of the
Retirement Plan), the Participant may continue to accrue a benefit under this
Plan from the date of such Disability through the Maximum Disability Period to
the extent the Participant is receiving such disability accruals under the
Retirement Plan, as paid in accordance with Section 6.6.

    


    ARTICLE
V

    Pension
Equity Floor

    (formerly
called the “Final Average Pay Cash Balance Benefit”)

    


    5.1           Eligibility -- Cash Balance
Participants.  Only Participants who were identified as of May
31, 2000, to receive a Final Average Pay Cash Balance benefit are entitled to
have the Pension Equity Floor calculation described in Section 5.2.

    


    5.2.           Potential Enhancement of
Benefit.  The “Pension Equity Floor” for an eligible
Participant under Section 5.1 of this Plan shall be equal to the benefit that
would be payable under the cash balance provisions of the Retirement Plan
if:

    


    
      	
               
      

            	
              (a)

            	
              The
      Participant’s Cash Balance Account were credited with an amount determined
      by multiplying (1) the Participant’s highest average annual Base
      Compensation, Incentive Pay, and Premium Pay during any 36 consecutive
      calendar months in the 120 consecutive calendar months ending on the date
      of his or her Termination, by (2) the sum of the Participant’s annual
      compensation contribution percentages under the Retirement Plan (beginning
      with the Plan Year for which the Participant is first allocated annual
      contribution credit), but

            


    

    


    
      	
               
      

            	
              (b)

            	
              without
      any interest credits under Retirement Plan,
and

            


    

    


    
      	
               
      

            	
              (c)

            	
              to
      be determined before applying any provision reducing retirement benefits
      because of limitation on compensation under Section 401(a)(17) of the Code
      or the maximum benefit limitations under Section 415 of the
      Code.

            


    

    


    If the
Pension Equity Floor is greater than the Cash Balance Unrestricted Benefit, the
Pension Equity Floor shall be substituted in place of the Cash Balance
Unrestricted Benefit under Section 4.3, 4.4, or 4.5, as applicable.

    


    ARTICLE
VI

    Payment
of Vested Special Retirement Benefits

    


    6.1           Determination of Special
Retirement Benefit.  Upon a Participant’s Termination for any
reason other than the Participant’s death, the Participant’s Special Retirement
Benefit shall be calculated as of the Participant’s Determination Date and, to
the extent vested, distributed to the Participant in the manner described in
Section 6.2.  If the Special Retirement Benefit is payable in the form
of a lump sum or installments, any unpaid balance shall be credited with
interest at the Annual Interest Crediting Rate under the Retirement Plan from
the Determination Date until the date of payment.

    


    6.2           General Timing of
Payment.  A Participant generally is entitled to receive a
Special Retirement Benefit upon Termination.  Payment generally will
be made at the following times and in the following forms, as specified in a
Participant’s Payment Election.

    


    
      	
               
      

            	
              (a)

            	
              Pre-2009
      Distributions.  If a payment is to be made or is to begin
      to be made before January 1, 2009, such benefits payable under the Plan
      will be paid or will begin at the same time as the Participant’s benefit
      is paid or begins under the Retirement Plan.  Such benefits also
      shall be payable in the same form as the Participant’s benefit is to be
      paid under the Retirement Plan, unless the Participant made a valid
      election to otherwise change the form of payment in accordance with the
      rules and procedures adopted by the Committee from time to time to receive
      his or her Special Retirement Benefit in a lump sum
    payment.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Post-2008
      Distributions (other than to certain separated
      participants).  If benefits are payable under the Plan on
      or after January 1, 2009 to a Participant other than a Participant who has
      already separated from service but has not yet received a distribution
      under the Plan prior to January 1, 2009, such benefits will be paid or
      will begin to be paid at such time and form elected by the Participant in
      accordance with the following distribution
  options:

            


    

    


    
      	
               
      

            	
              (1)

            	
              A
      single lump sum distribution

            


    

    


    (a)         as
of the First Date Available; or

    


    (b)         as
of the Next Date Available; or

    


    (c)         as
of the fifth anniversary of the First Date Available; or

    


    (d)         as
of the fifth anniversary of the Next Date Available; or

    


    (2)       In
five (5) annual installments commencing

    


    (a)         as
of the First Date Available; or

    


    (b)         as
of the Next Date Available; or

    


    (c)         as
of the fifth anniversary of the First Date Available; or

    


    (d)         as
of the fifth anniversary of the Next Date Available; or

    


    (3)       In
ten (10) annual installments commencing

    


    (a)         as
of the First Date Available; or

    


    (b)         as
of the Next Date Available;

    


    
      	
               
      

            	
              (4)

            	
              As
      a single life annuity commencing on the First Date Available, or any
      Actuarially Equivalent “life annuity,” (in accordance with Treasury
      Regulation 1.409A-2(b)(ii)) and as available as an annuity option under
      the Retirement Plan.

            


    

    


    
      	
               
      

            	
              (5)

            	
              A
      combination lump sum distribution and “life annuity” [as described in
      paragraph (b)(4), above] commencing as of the First Date Available,
      allocated in one of the following
proportions:

            


    

    


    (a)         25%
as a lump sum distribution and 75% as a life annuity;

    


    (b)         50%
as a lump sum distribution and 50% as a life annuity; or

    


    (c)         75%
as a lump sum distribution and 25% as a life annuity.

    


    
      	
               
      

            	
              (b)

            	
              Post-2008
      Distributions To Certain Separated Participants.  If
      benefits are payable under the Plan on or after January 1, 2009 to a
      Participant who has already separated from service but has not yet
      received a distribution under the Plan prior to January 1, 2009, such
      benefits will be paid or will begin to be paid at such time and form
      elected by the Participant in accordance with the following distribution
      options:

            


    

    


    
      	
               
      

            	
              (1)

            	
              A
      single lump sum distribution

            


    

    


    (a)         as
of January 1, 2009; or

    


    (b)         as
of January 1, 2010; or

    


    (c)         as
of January 1, 2011; or

    


    (d)         as
of January 1, 2012; or

    


    (e)         as
of January 1, 2013; or

    


    (f)         as
of January 1, 2014;

    


    (2)       In
five (5) annual installments commencing

    


    (a)         as
of January 1, 2009; or

    


    (b)         as
of January 1, 2010; or

    


    (c)         as
of January 1, 2011; or

    


    (d)         as
of January 1, 2012; or

    


    (e)         as
of January 1, 2013; or

    


    (f)         as
of January 1, 2014;

    


    (3)       In
ten (10) annual installments commencing

    


    (a)         as
of January 1, 2009; or

    


    (b)         as
of January 1, 2010; or

    


    (c)         as
of January 1, 2011; or

    


    (d)         as
of January 1, 2012; or

    


    (e)         as
of January 1, 2013; or

    


    (f)         as
of January 1, 2014;

    


    
      	
               
      

            	
              (4)

            	
              As
      a single life annuity commencing on the First Date
    Available;

            


    

    


    
      	
               
      

            	
              (5)

            	
              As
      a joint and 50% survivor life annuity commencing on the First Date
      Available; or

            


    

    


    
      	
               
      

            	
              (6)

            	
              As
      a joint and 100% survivor life annuity commencing on the First Date
      Available.

            


    

    


    
      	
               
      

            	
              (d)

            	
              Key
      Employees.  Notwithstanding the foregoing, with respect
      to any Participant who is a Key Employee, to the extent that any payments
      otherwise would have been made in the form of an annuity before the First
      Date Available, such payments shall be aggregated and paid on the First
      Date Available.

            


    

    


    6.3           Participant
Elections.  Each Participant in the Plan may make an election
as to the time and form of payment of his or her Special Retirement Benefit, as
provided in Section 6.2.  Participants must make such an election in
accordance with the following deadlines.

    


    
      	
               
      

            	
              (a)

            	
              Generally.  Except
      as otherwise provided in this Plan, a Participant must make his or her
      payment election by December 31 of the calendar year before the calendar
      year in which he or she first becomes a Participant in this
      Plan.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Newly Eligible
      Participants.  If an individual first becomes a
      Participant during a calendar year, and the Participant has not previously
      become a Participant in another plan that is required to be aggregated
      with this Plan under Treasury Regulation Section 1.409A-1(c)(2) or other
      guidance under Section 409A of the Code, the Participant may make an
      election by no later than the 30th
      day after becoming a Participant in the
Plan.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Excess Benefit Plan
      Participants.  If an individual first becomes a
      Participant on or after January 1, 2008, and participation in this Plan is
      considered participation in an “excess benefit plan,” the Participant may
      make an election no later than the 30th
      day after the last day of the first calendar year in which the Participant
      satisfied the requirements to become a Participant, provided that such
      individual has neither an accrued benefit nor been allocated any deferral
      under any other excess benefit plan.  For this purpose, the term
      “excess benefit plan” means all nonqualified deferred compensation plans
      in which the individual participates, to the extent such plans do not
      provide for an election between the current compensation and deferred
      compensation and solely provide deferred compensation equal to the excess
      of the benefits the individual would have accrued under a qualified
      employer plan in which the individual also participates, in the absence of
      one or more of the limits incorporated into the plan to reflect one or
      more of the limits on contributions or benefits applicable to the
      qualified employer plan under the Code, over the benefits the individual
      actually accrues under the qualified employer plan, as described in
      Treasury Regulation Section
1.409A-2(a)(7)(iii).

            


    

    


    
      	
               
      

            	
              (d)

            	
              Actuarially Equivalent
      Life Annuities.  A Participant who elected an annuity
      option described in Section 6.2(b)(4) or (5) of this Plan may make an
      irrevocable election within 60 days after the Determination Date to
      receive his or her benefits in the form of any other annuity option
      available under Section 6.2(b)(4) or (5) of this Plan.  If the
      Participant fails to make a timely election as to the form of annuity, the
      Participant shall be deemed to have selected a 100% joint and survivor
      annuity with the Participant’s Beneficiary as the survivor
      annuitant.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Default.  If
      a Participant fails to make an initial payment election in the times
      provided in this Section 6.3, the Participant shall be deemed to have
      elected to receive payment of his or her Special Retirement Benefit in a
      lump sum on the First Date
Available.

            


    

    


    
      	
               
      

            	
              (f)

            	
              Examples.

            


    

    


    
      	
               
      

            	
              (1)

            	
              If
      an individual’s Employment Contract is effective May 31, 2009, and the
      Employment Contract provides that the Participant will receive a Special
      Retirement Benefit in a manner that causes this Plan not to be considered
      an excess benefit plan for that Participant, the Participant must make a
      payment election by June 30, 2009.

            


    

    


    
      	
               
      

            	
              (2)

            	
              If
      an Employee is designated a Participant in 2009 because his or her
      compensation exceeded the limit under Section 401(a)(17) of the Code as of
      October 31, 2009, the Participant generally may make such an election by
      January 30, 2010.

            


    

    


    
      	
               
      

            	
              (3)

            	
              A
      Participant made an election within 30 days of becoming eligible to
      participate in this Plan to receive his or her benefits in the form of a
      single life annuity under Section 6.2(b)(4).  The Participant
      expects to retire June 30, 2012.  At a reasonable time before
      the Determination Date, the Participant may make an election to receive an
      Actuarially Equivalent joint and survivor annuity under the Retirement
      Plan.

            


    

    


    6.4           Rehired
Employees.  An Employee whose employment is Terminated and then
subsequently hired as an Employee of a Participating Employer after January 1,
2001, may not become an active Participant in the Plan with respect to
compensation earned or service after such prior Termination.

    


    6.5           Changes to Time and Form of
Payment.  A Participant will not be permitted to change the
form of payment of his or her Special Retirement Benefit unless (a) such
election does not take effect until at least 12 months after the date on which
the election is made, (b) in the case of an election related to payment not due
to the Participant’s Disability or death, the first payment with respect to
which such new election is effective is deferred for a period of not less than
five (5) years from the date such payment would otherwise have been made, and
(c) any election related to a payment based upon a specific time or pursuant to
a fixed schedule may not be made less than 12 months prior to the date of
Termination; provided, however, that an election to change from one type of
annuity payment to a different, Actuarially Equivalent type of annuity payment
shall not be considered a change to the form of payment for purposes of applying
the restrictions and clauses (a), (b) and (c).

    


    Notwithstanding the preceding paragraph
of this Section 6.5, a Participant may change an election with respect to the
time and form of payment of a Special Retirement Benefit, without regard to the
restrictions imposed under the preceding paragraph, on or before December 31,
2008; provided that such election (a) applies only to amounts that would not
otherwise be payable in the calendar year in which such election is made, and
(b) shall not cause an amount to be paid in the calendar year in which the
election is made that would not would otherwise be payable in such
year.

    


    6.6           Disability
Payments.  If a Participant incurs a Disability that results in
a Termination, the payment(s) of any accruals through such Termination will be
governed by Section 6.2.  A Participant who is receiving Disability
accruals under Section 4.6 after Termination shall receive payment of the
Supplemental Retirement Benefits accrued after Termination in a lump sum as soon
as practicable after the Maximum Disability Period.

    


    6.7           Cash-Outs.  Notwithstanding
any election made under this Plan,

    


    
      	
               
      

            	
              (a)

            	
              if
      the Participant’s Special Retirement Benefit has a value of $10,000 or
      less on the Participant’s First Date Available, the Committee may require
      that the full value of the Participant’s Special Retirement Benefit be
      distributed as of the First Date Available in a single, lump sum
      distribution regardless of the form elected by such Participant, provided
      that such payment is consistent with the limited cash-out right described
      in Treasury Regulation Section 1.409A-3(j)(4)(v) or other guidance of the
      Code in that the payment results in the termination and liquidation of the
      entirety of the Participant’s interest under each nonqualified deferred
      compensation plan (including all agreements, methods, programs, or other
      arrangements with respect to which deferrals of compensation are treated
      as having been deferred under a single nonqualified deferred compensation
      plan under Treasury Regulation 1.409A-1(c)(2) or other guidance of the
      Code) that is associated with this Plan; and the total payment with
      respect to any such single nonqualified deferred compensation plan is not
      greater than the applicable dollar amount under Code Section
      402(g)(1)(B).  Provided,
however,

            


    

    


    
      	
               
      

            	
              (b)

            	
              Payment
      to a Participant under any provision of this Plan will be delayed at any
      time that the Committee reasonably anticipates that the making of such
      payment will violate Federal securities laws or other applicable law;
      provided however, that any payments so delayed shall be paid at the
      earliest date at which the Committee reasonably anticipates that the
      making of such payment will not cause such
  violation.

            


    

    


    ARTICLE
VII

    Death
Benefits

    


    7.1           Death of Participant Before
Determination Date.  Upon the death of a Participant prior to
the Participant's Determination Date, the Participant’s Beneficiary shall be
entitled to a deceased Participant’s Special Retirement Benefit under Article IV
or Article V, whichever is applicable, as follows:

    


    
      	
               
      

            	
              (a)

            	
              Calculation
      Methodology.  Except as otherwise set forth herein, the
      death benefits payable under Section 7.1 of this Plan shall be calculated
      using the applicable methodology and subject to all limitations as
      provided in Article IV (including as to the applicability of plan
      formulas, compensation taken into account as of the first day of the month
      immediately following the Participant’s
death.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Amount.

            


    

    


    
      	
               
      

            	
              (1)

            	
              If
      either (i) the Participant’s Beneficiary is not his or her Spouse or (ii)
      the Participant’s Supplemental Retirement Benefit does not take into
      account the Prior Plan Formula under Section 4.4 or 4.5, the amount of the
      benefit under this Section 7.1 is the amount equal to the excess (if any)
      of:

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      Unrestricted Benefit with respect to the Participant calculated using the
      Cash Balance Formula; over

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Maximum Benefit with respect to the Participant calculated using the Cash
      Balance Formula.

            


    

    


    
      	
               
      

            	
              (2)

            	
              If
      (i) the Participant’s Beneficiary is his or her Spouse and (ii) the
      Participant’s Supplemental Retirement Benefit is determined under Section
      4.4, the benefit under this Section 7.1 is the amount equal to the excess
      (if any) of:

            


    

    


    
      	
               
      

            	
              (a)

            	
              the
      greater of (1) the Unrestricted Benefit with respect to the Participant
      calculated using the Cash Balance Formula or (2) the pre-retirement
      survivor annuity calculated from the Unrestricted Benefit the Participant
      had accrued as of July 1, 1997 using the Prior Plan Formula;
      over

            


    

    


    
      	
               
      

            	
              (b)

            	
              the
      greater of (1) the Maximum Benefit with respect to the Participant
      calculated using the Cash Balance Formula or (2) the pre-retirement
      survivor annuity calculated from the Maximum Benefit the Participant had
      accrued as of July 1, 1997 using the Final Average Pay
      Formula.

            


    

    


    
      	
               
      

            	
              (3)

            	
              If
      (i) the Participant’s Beneficiary is his or her Spouse and (ii) the
      Participant’s Supplemental Retirement Benefit is determined under Section
      4.5(b), the benefit under this Section 7.1 is the amount equal to the
      excess (if any) of:

            


    

    


    
      	
               
      

            	
              (a)

            	
              the
      greater of (1) the Unrestricted Benefit with respect to the Participant
      calculated using the Cash Balance Formula or (2) the pre-retirement
      survivor annuity calculated from the Unrestricted Benefit using the Prior
      Plan Formula; over

            


    

    


    
      	
               
      

            	
              (b)

            	
              the
      greater of (1) the Maximum Benefit with respect to the Participant
      calculated using the Cash Balance Formula or (2) the pre-retirement
      survivor annuity calculated from the Maximum Benefit using the Final
      Average Pay Formula.

            


    

    


    
      	
               
      

            	
              (4)

            	
              If
      (i) the Participant’s Beneficiary is his or her Spouse and (ii) the
      Participant’s Supplemental Retirement Benefit is determined under Section
      4.5(c), the benefit under this Section 7.1 is the annuity benefit
      described in paragraph (a) or (b) below, whichever has the greater
      Actuarially Equivalent value.  Each annuity benefit will be
      valued at the date of the Participant’s death by comparing the survivor
      annuity payable in the normal form under the Retirement Plan assuming that
      payments will commence on the first day of the month immediately following
      the Participant’s death.  The value of any annuity benefit
      payable that includes a cost of living adjustment shall be determined
      assuming that the future cost of living adjustments will be three percent
      (3%) per year.

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      excess, if any, of the pre-retirement survivor annuity calculated from the
      Unrestricted Benefit calculated using the Prior Plan Formula over the
      pre-retirement survivor annuity calculated from the Maximum Benefit
      calculated using the Prior Plan
Formula.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      excess, if any, of the Unrestricted Benefit calculated using the Cash
      Balance Formula over the Maximum Benefit calculated using the Cash Balance
      Formula.

            


    

    


    
      
        	
                 
      

              	
                (c)

              	
                Form.  The
      death benefit under this Section 7.1 shall be paid
      in the same form applicable to the Participant in accordance with the
      provisions of Article VI as of the date of the Participant’s death;
      provided to the extent the distribution would be in the form of an
      annuity, the death benefit shall be paid to the Beneficiary in the form of
      a single life annuity.

              


      

    

    


    
      	
               
      

            	
              (d)

            	
              Timing.  The
      death benefit under this Section 7.1 shall commence within 90 days after
      the Committee has made a final determination identifying the Participant’s
      Beneficiary.

            


    

    


    7.2           Death of Participant After
the Determination Date.  Upon the death of the Participant
after the Determination Date, the Participant’s Beneficiary or Beneficiaries
shall receive the balance, if any, of the distributions payable under the form
of distribution then in effect with respect to the Participant.  If
the Beneficiary is receiving benefits, the Beneficiary shall be entitled to
designate a beneficiary for benefits payable upon the death of the
Beneficiary.

    


    7.3           Beneficiary
Designation.  Each Participant (or Beneficiary) may designate a
Beneficiary or Beneficiaries who shall receive the benefits payable under this
Plan following the death of the Participant.  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 designation form prescribed by the
Committee.  A beneficiary designation 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 the Committee receives a
beneficiary designation form, any changes made on a form received thereafter
will not be given any effect.  If a Participant (or Beneficiary) fails
to designate a Beneficiary, or if all Beneficiaries named by the Participant (or
Beneficiary) do not survive the Participant (or Beneficiary), the Participant’s
(or Beneficiary’s) benefit will be paid to the Participant’s Beneficiary or
Beneficiaries as determined under the terms of the Retirement Plan as of the
date of the Participant’s death, but no later than the latest benefit
commencement date with respect to the Participant under the Retirement
Plan.  The designation by a Participant of the 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 unless a
qualified domestic relations order that provides otherwise is received by the
Committee a reasonable time before the benefits commence.

    


    ARTICLE
VIII

    Administration

    


    8.1           Authority of
Committee.  The Committee shall administer this
Plan.  The Committee shall have the full power, authority and
discretion to interpret this Plan and to prescribe, amend and rescind rules and
regulations relating to the administration of this Plan (including, but not
limited to, procedures for submitting distribution election forms and the
designation of beneficiaries), and all such interpretations, rules and
regulations shall be conclusive and binding on all Participants.

    


    8.2           Ability of Committee to
Delegate Authority.  The Committee may employ agents,
attorneys, accountants, or other persons and allocate or delegate to them
powers, rights, and duties all as the Committee determines, in its sole
discretion, may be necessary or advisable to properly carry out the
administration of this Plan.

    


    ARTICLE
IX

    Amendment
or Termination

    


    9.1           Authority to Amend or
Terminate Plan.  The Company intends this Plan to be permanent
but reserves the right to amend or terminate this Plan when, in the sole opinion
of the Company, such amendment or termination is advisable.  Any such
amendment or termination shall be made in accordance with a resolution of the
Board of Directors of the Company.

    


    9.2           Limitations on Amendment and
Termination Authority.  No amendment or termination of this
Plan shall directly or indirectly (a) deprive any current or former Participant
or Beneficiary of all or any portion of any Special Retirement Benefit which
commenced prior to the effective date of such amendment or termination or (b)
reduce any Participant’s Unrestricted Benefit that had accrued as of such
effective date.

    


    ARTICLE
X

    Change
In Control

    


    10.1           Vesting.  Notwithstanding
any provisions of the Plan to the contrary, if a Change in Control, as defined
in Section 10.2, of the Corporation occurs, all Special Retirement Benefits
accrued as of the date of the Change in Control shall be fully vested and
non-forfeitable.

    


    10.2           Definition.  A
“Change in Control” of the Corporation shall be deemed to have occurred if and
as of such date that (i) any “person” or “group” (as such terms are used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (“Exchange
Act”)), other than any Corporation owned, directly or indirectly, by the
shareholders of the Corporation in substantially the same proportions as their
ownership of stock of the Corporation or a trustee or other fiduciary holding
securities under any employee benefit plan of the Corporation, becomes
“beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of more than one-third (1⁄3) of the then outstanding voting stock
of the Corporation; or (ii) the consummation of a merger or consolidation of the
Corporation with any other entity, other than a merger or consolidation which
would result in the voting securities of the Corporation outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity) at least
two-thirds (2⁄3) of the total voting power represented by the voting securities of
the Corporation or such surviving entity outstanding immediately after such
merger or consolidation; or (iii) the consummation of the complete liquidation
of the Corporation or the sale or disposition by the Corporation (in one
transaction or a series of transactions) of all or substantially all of the
Corporation’s assets.

    


    For purposes of this Section 10.2,
“Board” shall mean the Board of Directors of the Corporation, and “Director”
shall mean an individual who is a member of the Board.

    


    ARTICLE
XI

    Claims
Procedure

    


    11.1           Procedure for Submitting a
Claim for Benefits.  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 the
      amount calculated to be his or her Special Retirement Benefit is
      inaccurate, may file a written claim signed by the Participant,
      Beneficiary or authorized representative with the Administrator’s Director
      - Compensation and Executive Benefits, specifying the basis for the
      claim.  The Director - Compensation and Executive Benefits 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 Director - Compensation and Executive Benefits
      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 Director - Compensation and Executive Benefits renders an adverse
      benefit determination under Section 11.1(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 11.2, 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.

            


    

    


    11.2           Procedure for Appealing an
Adverse Benefit Determination.  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
XII

    Miscellaneous

    


    12.1           No Right of
Employment.  Nothing in this Plan shall interfere with or limit
in any way the right of the Company to terminate any Participant's employment at
any time, nor confer upon a Participant any right to continue in the employ of
the Company.

    


    12.2           Incompetence.  In
the event the Committee, in its sole discretion, shall find that a Participant,
former Participant or Beneficiary is unable to care for his or her affairs
because of illness or accident, or is a minor, or has died, the Committee may
direct that any payment due the Participant or the Beneficiary be paid, unless a
prior claim shall have been made by a duly appointed legal representative, to
the Participant’s Spouse, a child, a parent or other blood relative, or to a
person with whom the Participant resides, and any such payment so made shall be
a complete discharge of the liabilities of the Plan and the Company and the
Participating Employer with respect to such Participant or
Beneficiary.

    


    12.3           Relationship with Retirement
Plan.  Except as otherwise expressly provided herein, all
terms, conditions and actuarial assumptions of the Retirement Plan applicable to
benefits payable under the terms of the Retirement Plan shall also be applicable
to the Special Retirement Benefits paid under the terms of the
Plan.

    


    12.4           Unsecured General
Creditor.  The Special Retirement Benefits paid under the Plan
shall not be funded, but shall constitute liabilities of the Participating
Employers to be paid out of general corporate assets.  Nothing
contained in the Plan shall constitute a guaranty by the Participating Employers
or any other entity or person that the assets of a particular Participating
Employer will be sufficient to pay any benefit
hereunder.  Participants and their Bene­ficiaries, heirs,
successors and assigns shall have no legal or equitable rights, interests or
claims in any property or assets of a Participating Employer.  For
purposes of the payment of benefits under this Plan, any and all of a
Participating Employer’s assets shall be, and remain, the general, unrestricted
assets of the Participating Employer.  A Participating Employer’s
obligation under the Plan shall be merely that of an unfunded and unsecured
promise to pay money in the future.

    


    12.5           Non-Assignability.  Neither
a Participant nor any other person shall have any right to sell, assign,
transfer, pledge, mortgage or otherwise encumber, transfer, alienate or convey
in advance of actual receipt, the amounts, if any, payable under this
Plan.  Such amounts payable, or any part thereof, and all rights to
such amounts payable are not assignable and are not transferable.  No
part of the amounts payable shall, prior to actual payment, be subject to
seizure, attachment, garnishment or sequestration for the payment of any debts,
judgments, alimony or separate maintenance owed by a Participant or any other
person.  Additionally, no part of any amounts payable shall, prior to
actual payment, be transferable by operation of law in the event of a
Participant’s or any other person’s bankruptcy or insolvency or be transferable
to a spouse as a result of a property settlement or otherwise, except that if
necessary to comply with a “qualified domestic relations order,” as defined in
ERISA Section 206(d), pursuant to which a court has determined that a Spouse or
former Spouse of a Participant has an interest in the Participant’s benefits
under the Plan, the Committee shall distribute the Spouse’s or former spouse’s
interest in the Participant’s benefits under the Plan to such Spouse or former
Spouse in accordance with the Participant’s election under this Plan as to the
time and form of payment; provided, however, that the Spouse’s or former
Spouse’s benefit will be subject to the automatic cash-out provisions of Section
6.7 as a separate benefit.

    


    12.6           Captions.  The
captions of the articles, sections and paragraphs of this Plan are for
convenience only and shall not control or affect the meaning or construction of
any of its provisions.

    


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

     

    12.8           Validity.  In
case any provision of this Plan shall be illegal or invalid for any reason, the
illegality or invalidity shall not affect the remaining parts of this
Plan.  Instead, this Plan shall be construed and enforced as if such
illegal or invalid provision had never been inserted herein.

    


    12.9           Successors.  The
provisions of this Plan shall bind and inure to the benefit of the Participant's
Employer and its successors and assigns and the Participant and the
Participant's designated Beneficiaries.

    


    12.10         Notice.  Any
notice or filing required or permitted to be given to the Committee under this
Plan shall be sufficient if in writing and hand-delivered, or sent by registered
or certified mail, to the address below:

    


    
      	
              American
      Electric Power Service Corporation

            
	
              Attn:  Executive
      Benefits

            
	
              One
      Riverside Plaza

            
	
              Columbus,
      Ohio  43215

            


    

    


    Such
notice shall be deemed given as of the date of delivery or, if delivery is made
by mail, as of the date shown on the postmark on the receipt for registration or
certification.  Any notice or filing required or permitted to be given
to a Participant under this Plan shall be sufficient if in writing and
hand-delivered, or sent by mail, to the last known address of the
Participant.

    


    12.11         Tax
Withholding.  There shall be deducted from each payment made
under this Plan or any other compensation payable to the Participant (or
Beneficiary) all taxes that are required to be withheld by the Company in
respect to any payment under this Plan.  The Company shall have the
right to reduce any payment (or compensation) by the amount of cash sufficient
to provide the amount of such taxes.

    


    


    Executed at Columbus, Ohio this 31st
day December, 2008.

    


    AEP
UTILITIES, INC.

    


    


    


    By: /s/ Genevieve A. Tuchow 


    
      	
               
      

            	
              Genevieve
      A. Tuchow, Vice President – Human Resources for the AEP
    System