Exhibit 10(c)81
DEFERRED COMPENSATION PLAN
FOR
DIRECTORS OF GEORGIA POWER COMPANY
Amended and Restated Effective November 19,1986
Article I -- Definitions
1.1 "Account" shall mean the Deferred Compensation Account established for
each Director electing to participate in the Plan pursuant to Article
VI.
1.2 "Board of Directors" or "Board" shall mean the Board of Directors of
Georgia Power Company.
1.3 "Common Stock" shall mean the common stock of The Southern Company.
1.4 "Company" shall mean Georgia Power Company.
1.5 "Compensation" shall mean the compensation payable to the Directors of
the Company, including retainer fees and meeting fees, as determined
from time to time by the Board of Directors.
1.6 "Deferral Election" shall mean the written election by a Director to
defer payment of all or a portion of his Compensation under the Plan
pursuant to Article VI.
1.7 "Director" shall mean a member of the Board of Directors and shall
include an Advisory Director.
1.8 "Investment Election" shall mean the written election by a Director to
have his deferred Compensation invested pursuant to Section 7.2 or
Section 7.3.
1.9 "Market Value" shall mean the average of the high and low sale prices
of the Common Stock, as published in The Wall Street Journal in its
report of New York Stock Exchange composite transactions, on the date
such Market Value is to be determined, as specified herein (or the
average of the high and low sale prices on the trading day immediately
preceding such date if the Common Stock is not traded on the New York
Stock Exchange on such date).
1.10 "Plan" shall mean the Deferred Compensation Plan for Directors of
Georgia Power Company.
1.11 "Plan Period" shall mean the Period designated in Article V.
Article II--Purpose
2.1 The Plan provides a method of deferring payment to a Director of his
Compensation until a date following the termination of his membership
on the Board of Directors.
Article III--Eligibility
3.1 An individual who serves as a Director and is not otherwise actively
employed by the Company or any of its subsidiaries or affiliates shall
be eligible to participate in the Plan.
Article IV--Administration
4.1 The Plan shall be administered by the Compensation Committee of the
Board of Directors, as appointed from time to time. The Compensation
Committee shall have the power to interpret the Plan and, subject to
its provisions, to make all determinations necessary or desirable for
the Plan's administration.
Article V--Plan Periods
5.1 The first Plan Period shall commence April 1, 1982. Said first Plan
Period shall be a nine-month period and all subsequent Plan Periods
shall be on a calendar year basis, except that the initial Plan period
applicable to any person elected to fill a vacancy on the Board of
Directors who was not a Director on the preceding December 31 shall
begin on the first day of such Director's membership on the Board of
Directors.
Article VI--Participation
6.1 Prior to the beginning of any Plan Period, a Director may elect to
participate in the Plan by directing that payment of all or any part of
the Compensation which would otherwise be paid to the Director in the
next succeeding Plan Period be deferred until the Director terminates
his membership on the Board of Directors and elects to commence
distribution of his Deferred Compensation Account pursuant to the terms
of the Plan.
6.2 The Deferral Election shall be in writing on a form prescribed by the
Compensation Committee and shall state (a) that the Director wishes to
make an election to defer payment of his Compensation, (b) the
percentage dollar amount of Compensation to be deferred, (c) the method
of payment, which shall be the payment of a lump sum or a series of
annual payments not to exceed ten (10), and (d) the time for
commencement of distribution of his Account balance, which shall be not
later than the first day of the month coinciding with or next following
the second anniversary of the termination of his membership on the
Board of Directors. Each Director making a Deferral Election in
accordance with the terms of the Plan, and his successors, heirs and
assigns shall be bound as to any action taken pursuant to the terms
thereof and to the terms of the Plan.
6.3 The Deferral Election shall be made by written notice delivered to the
Secretary of the Company prior to the first day of the next succeeding
Plan Period and shall be effective on the first day of such succeeding
Plan Period. The Deferral Election made in accordance with this Article
shall be irrevocable. Such Deferral Election shall continue from Plan
Period to Plan Period unless the Director terminates participation or
changes the Deferral Election regarding future payments by submitting a
written request to the Secretary of the Company on a form prescribed by
the Compensation Committee. Any such termination or change shall become
effective as of the first day of the Plan Period next following the
Plan Period in which such request is given. A termination of
participation in the Plan or change in Deferral Election regarding
future payments shall not affect amounts previously deferred. The
initial Deferral Election made after the effective date of this
Amendment and Restatement with respect to (a) the method of payment,
whether it be lump sum or installments, including the number of
installments selected, and (b) the time for commencement of
distribution of a Participant's Account may not be revoked and shall
govern the distribution of a Participant's Account, except as provided
in Section 6.5.
6.4 A Director who has filed a termination of Deferral Election may
thereafter file a new Deferral Election to participate for Plan Periods
subsequent to the Plan Period of the filing of such Deferral Election.
The new Deferral Election shall not affect amounts previously deferred.
6.5 A Director may amend a prior Deferral Election on a form prescribed by
the Compensation Committee not prior to the sixtieth (60th) day nor
later than the thirtieth (30th) day prior to his termination on the
Board of Directors in order to change (a) the form, and/or (b) the time
for commencement of his Deferred Compensation Account in accordance
with the terms of the Plan.
Article VII--Deferred Compensation Accounts
7.1 An Account shall be established on the Company books for each Director
electing to defer all or a portion of his Compensation, which shall be
credited with (a) any Compensation deferred in accordance with Article
VI and (b) pursuant to each Director's Investment Election, the amounts
computed in accordance with Section 7.2 and/or the number of shares
computed in accordance with Section 7.3.
7.2 The Deferred Compensation Account of each Director electing to invest
his deferred Compensation for a Plan Period pursuant to this Section
7.2 shall be credited with an amount computed by the Company by
treating the amount deferred as a sum certain to which the Company will
add in lieu of interest an amount equal to the prime rate of interest
set by The First National Bank of Atlanta. Interest shall be computed
as if credited from the date such Compensation would otherwise have
been paid and shall be compounded quarterly at the end of each calendar
quarter. The prime rate in effect on the first day of each calendar
quarter shall be deemed the prime rate in effect for each calendar
quarter. Interest will be treated as if accrued and will be compounded
on any balance until such amount is fully distributed.
7.3 The Deferred Compensation Account of each Director electing to invest
his Deferred Compensation for a Plan Period pursuant to this Section
7.3 shall be credited with the number of shares (including fractional
shares) of Common Stock which could have been purchased on the date
such Deferred Compensation otherwise would have been paid based upon
the Common Stock's Market Value. As of each date of payment of
dividends on the Common Stock, there shall be credited with respect to
shares of Common Stock in the Director's Deferred Compensation Account
such additional shares(including fractional shares) of Common Stock as
follows:
(a) In the case of cash dividends, such additional shares as could
be purchased at the Market Value as of the dividend payment
date with the dividends which would have been payable if the
credited shares had been outstanding;
(b) In the case of dividends payable in property other than cash
or Common Stock, such additional shares as could be purchased
at the Market Value as of the payment date with the fair
market value of the property which would have been payable if
the credited shares had been outstanding; or
(c) In the case of dividends payable in Common Stock, such
additional shares as would have been payable on the credited
shares if they had been outstanding.
7.4 The Investment Election by a Director with respect to his Deferred
Compensation Account shall be made in writing on a form prescribed by
the Compensation Committee. Any Investment Election shall be delivered
to the Secretary of the Company prior to the first day of the next
succeeding Plan Period and shall be effective on the first day of such
succeeding Plan Period. The Investment Election made in accordance with
this Article VII shall be irrevocable. Such Investment Election shall
continue from Plan Period to Plan Period unless the Director changes
the Investment Election regarding future Deferred Compensation by
submitting a written request to the Secretary of the Company on a form
prescribed by the Compensation Committee. Any such change shall become
effective as of the first day of the Plan Period next following the
Plan Period in which such request is given.
7.5 At the end of each Plan Period, a report shall be issued to each
Director who has a Deferred Compensation Account which sets forth the
amount and Market Value of any shares of Common Stock (and fractions
thereof) reflected in such Account.
Article VIII--Distribution of Accounts
8.1 When a Director terminates his membership on the Board of Directors,
said Director shall be entitled to receive the entire amount and the
Market Value of any shares of Common Stock (and fractions thereof)
reflected in his Deferred Compensation Account payable in cash in
accordance with his Deferral Election. No portion of a Director's
Deferred Compensation Account shall be distributed in Common Stock. In
the event a Director shall have elected to receive the balance of his
Deferred Compensation Account in a lump sum, distribution shall be made
on the first day of the month selected by the Director in accordance
with the terms of the Plan, or as soon as reasonably possible
thereafter. In the event the Director shall have elected to receive
annual installments, the first payment shall be on the first day of the
month selected by a Director, or as soon as reasonably possible
thereafter, and shall be an amount equal to the balance in the
Director's Account on such date divided by the number of annual
installment payments. Each subsequent annual payment shall be an amount
equal to the balance in the Director's Account on the payment date
divided by the number of remaining annual payments and shall be paid on
the anniversary of the preceding payment date. The Market Value of any
shares of Common Stock credited to a Director's Deferred Compensation
Account shall be determined as of the twenty-fifth (25th) day of the
month immediately preceding the date of any lump sum or installment
distribution.
8.2 Upon the death of a Director, or a former Director, prior to the
payment of all amounts and the Market Value of any shares of Common
Stock (and fractions thereof) credited to said Director's Account, the
unpaid balance shall be paid at the sole discretion of the Compensation
Committee (a) in a lump sum to the designated beneficiary of such
Director or former Director within thirty (30) days of the date of
death (or as soon as reasonably possible thereafter) or (b) in
accordance with the Deferral Election made by such Director or former
Director. In the event a beneficiary designation has not been made, or
the designated beneficiary is deceased or cannot be located, payment
shall be made to the estate of the Director or former Director. The
Market Value of any shares of Common Stock credited to a Director's
Deferred Compensation Account shall be determined as of the twenty
fifth (25th) day of the month immediately preceding the date of any
lump sum or installment distribution.
8.3 The beneficiary designation referred to above may be changed by a
Director or former Director at any time, and without the consent of the
prior beneficiary, on a form to be provided by the Secretary of the
Company.
Article IX--Miscellaneous
9.1 No Director or beneficiary shall have any right to sell, assign,
transfer, encumber or otherwise convey the right to receive payment of
any benefit payable here under, which payment and the right thereto are
expressly declared to be nonassignable and nontransferable. Any attempt
to do so shall be null and void and of no effect.
9.2 The Company shall not reserve or otherwise set aside funds for the
payment of its obligations here under, which obligations will be paid
from the general assets of the Company. Notwithstanding that a Director
shall be entitled to receive the entire amount in his Deferred
Compensation Account as provided in Section 8.1, any amounts credited
to a Director's Account to be paid to such Director shall at all times
be subject to the claims of the Company's creditors.
9.3 The Board of Directors may terminate the Plan at any time or may, from
time to time, amend the Plan; provided, however, that no such amendment
or termination shall impair any rights to payments which had been
deferred under the Plan prior to the termination or amendment.
9.4 This Plan shall be construed in accordance with and governed by the
laws of the State of Georgia.