Exhibit 10(r)(2)
Amending Agreement
▇▇▇▇ ▇▇▇▇▇ (hereinafter referred to as "Employee") and American Electric Power
Service Corporation (hereinafter referred to as the "Company") hereby
voluntarily agree to amend the Employment Agreement executed by the parties in
December 1997 as set forth in this Amending Agreement. The Amending Agreement is
entered into this 30 day of July, 1998.
Whereas, the Company and the Employee previously entered into an
Employment Agreement; and
Whereas, the Employment Agreement provided that the Employee would
participate in certain incentive compensation plans then offered by the Company,
and further provided that the Employee would be entitled to a supplemental
non-qualified retirement benefit; and
Whereas, the Company has adopted a new compensation package that includes new
incentive compensation plans and a revised supplemental non- qualified
retirement benefit that the Company would like to offer to the Employee in lieu
of the Employees current compensation package; and
Whereas, the Employee would like to participate in the new compensation
package offered by the Company, and the Employee does not have the right under
the Employment Agreement, or otherwise, to participate in the new compensation
package offered by the Company:
Now Therefore, in consideration for being provided with the right to
participate in the new compensation package offered by the Company, is hereby
agreed by the Company and the Employee that Sections 3.02, 5.01(a) and 5.03(a)
of the Employment Agreement shall be amended as set forth below.
(l) Section 3.02 of the Employment Agreement shall be amended to read as
follows:
3.02. In addition to the annual salary provided for in paragraph 3.01, the
Employee shall be eligible to participate in the AEP Energy Services, Inc.
Annual Incentive Compensation Plan, the Performance Share Incentive Plan and the
Employee shall receive a 2.7% interest in the AEP Energy Services, Inc. Phantom
Equity Plan. In return for the Employee's interest in the AEP Energy Services
Phantom Equity Plan, the Employee's participation in the Performance Share
Incentive Plan shall be at a twenty (20) percent level. The Employee's date of
participation in each plan shall be as of the first day of the month following
the Employee's Date of Hire. If the Company adopts a new or amends a current
incentive compensation plan for employees who hold the position of Executive
Vice President, the Employee shall participate in the new or amended plan
subject to the approval of the Chairman. The Chairman shall also determine the
Employee's level of participation in said new or amended plan.
(ll) Section 5.01(a) of the Employment Agreement shall be amended to read as
follows:
Section 5.01(a):
(a) The retirement benefit the Employee would be entitled to receive as of
the date of the Employee's termination of employment, under the terms
of the American Electric Power System Retirement Plan, as amended
from time to time or any successor thereto ("AEPS Retirement Plan"),
based upon the base compensation the Employee received from the
Company prior to the Employee's termination of employment, including
earned AEP Energy Services, Inc. Annual Incentive Compensation Plan
awards up to a maximum of 30% of annual base compensation; assuming
that as of the date of the Employee's termination of employment the
Employee's period of accredited service shall be equal to the sum of
the Employee's actual period of service with Company and an
additional 18.5 years of accredited service; and if the Employee
retires prior to age 62 and elects to receive retirement benefits
prior to age 62, the retirement benefit that the Employee would
receive at age 62 shall be reduced by one-quarter of a percent for
each month prior to age 62 that retirement benefits commence as shown
in the table below:
The Employee will receive this
If retirement benefits are percentage of the retirement
paid starting at: benefit That would normally be
paid at age 62:
------------------------------- --------------------------------------
Age 61 97%
60 94%
59 91%
58 88%
57 85%
56 82%
55 79%
(lll) Section 5.03(a) of the Employment Agreement shall be
amended to read as follows:
Section 5.03(a)
(a) The pre-retirement surviving spouse annuity the Employee's spouse
would be entitled to receive under the terms of the AEPS Retirement
Plan, based upon the base compensation the Employee received from
the Company prior to his death, including the Employee's earned AEP
Energy Services, Inc. Annual Incentive Compensation Plan awards up
to a maximum of 30% of annual base compensation; assuming that as of
the Employee's date of death the Employee's accredited service is
equal to the sum of the Employee's actual period of service with the
Company and an additional 18.5 years of accredited service; and
applying the benefit reduction factors in Section 5.01(a) if the
Employee was eligible for early retirement at the time of death.
/s/▇▇▇▇ ▇. ▇▇▇▇▇ /s/ E. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇.
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▇▇▇▇ ▇. ▇▇▇▇▇ E. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇.
Executive Vice President Chairman of the Board,
American Electric Power President and Chief
Service Corporation Service Executive Officer
American Electric Power
Corporation