Exhibit 10(a)73
SUPPLEMENTAL BENEFIT PLAN
FOR
ALABAMA POWER COMPANY
SUPPLEMENTAL BENEFIT PLAN
FOR
ALABAMA POWER COMPANY
Page
ARTICLE I - PURPOSE AND ADOPTION OF PLAN . . . . . . . 1
1.1 Adoption . . . . . . . . . . . . . . . . 1
1.2 Purpose. . . . . . . . . . . . . . . . . 1
ARTICLE II - DEFINITIONS . . . . . . . . . . . . . . . 2
2.1 Account. . . . . . . . . . . . . . . . . 2
2.2 Administrative Committee . . . . . . . . 2
2.3 Affiliated Employer. . . . . . . . . . . 2
2.4 Beneficiary. . . . . . . . . . . . . . . 2
2.5 Board of Directors . . . . . . . . . . . 2
2.6 Code . . . . . . . . . . . . . . . . . . 2
2.7 Common Stock . . . . . . . . . . . . . . 2
2.8 Company. . . . . . . . . . . . . . . . . 2
2.9 Deferred Compensation Plan . . . . . . . 3
2.10 Effective Date . . . . . . . . . . . . . 3
2.11 Employee . . . . . . . . . . . . . . . . 3
2.12 ESOP . . . . . . . . . . . . . . . . . . 3
2.13 Non Pension Benefit. . . . . . . . . . . 3
2.14 Participant. . . . . . . . . . . . . . . 3
-i-
2.15 Pension Benefit. . . . . . . . . . . . . 3
2.16 Pension Plan . . . . . . . . . . . . . . 3
2.17 Plan . . . . . . . . . . . . . . . . . . 3
2.18 Plan Year. . . . . . . . . . . . . . . . 4
2.19 Savings Plan. . . . . . . . . . . . . . 4
ARTICLE III - ADMINISTRATION OF PLAN . . . . . . . . . 4
3.1 Administrator. . . . . . . . . . . . . . 4
3.2 Powers . . . . . . . . . . . . . . . . . 4
3.3 Duties of the Administrative
Committee. . . . . . . . . . . . . . . 5
3.4 Indemnification. . . . . . . . . . . . . 6
ARTICLE IV - ELIGIBILITY . . . . . . . . . . . . . . . 7
4.1 Eligibility Requirements . . . . . . . . 7
4.2 Determination of Eligibility . . . . . . 7
ARTICLE V - BENEFITS . . . . . . . . . . . . . . . . . 8
5.1 Pension Benefit. . . . . . . . . . . . . 8
5.2 Non Pension Benefit. . . . . . . . . . . 10
5.3 Distribution of Benefits . . . . . . . . 13
5.4 Funding of Benefits. . . . . . . . . . . 16
5.5 Withholding. . . . . . . . . . . . . . . 16
-ii-
ARTICLE VI - MISCELLANEOUS . . . . . . . . . . . . . . 17
6.1 Assignment . . . . . . . . . . . . . . . 17
6.2 Amendment and Termination. . . . . . . . 17
6.3 No Guarantee of Employment . . . . . . . 17
6.4 Construction . . . . . . . . . . . . . . 18
-iii-
SUPPLEMENTAL BENEFIT PLAN
FOR
ALABAMA POWER COMPANY
ARTICLE I - PURPOSE AND ADOPTION OF PLAN
1.1 Adoption: Alabama Power Company hereby adopt and
establish the Supplemental Benefit Plan for Alabama Power
Company. The Plan shall be an unfunded deferred compensation
arrangement whose benefits shall be paid solely from the general
assets of the Company.
1.2 Purpose: The Plan is designed to provide certain
retirement and other deferred compensation benefits primarily for
a select group of management or highly compensated employees
which are not otherwise payable or cannot otherwise be provided
by the Company under the Pension Plan for Employees of Alabama
Power Company, the Employee Savings Plan for The Southern Company
System, and the Employee Stock Ownership Plan of The Southern
Company System, as a result of the limitations set forth under
Sections 401(a)(17), 402(g), and 415 of the Internal Revenue Code
of 1986, as amended from time to time.
-1-
ARTICLE II DEFINITIONS
2.1 "Account" shall mean the account or accounts
established and maintained by a Company to reflect the interest
of a Participant in the Plan resulting from a Participant's Non
Pension Benefit calculated in accordance with Section 5.2.
2.2 "Administrative Committee" shall mean the Retirement
Board of the Pension Plan.
2.3 "Affiliated Employer" shall mean any corporation which
is a member of the controlled group of corporations of which The
Southern Company is the common parent corporation.
2.4 "Beneficiary" shall mean any person, estate, trust, or
organization entitled to receive any payment under the Plan upon
the death of a Participant.
2.5 "Board of Directors" shall mean the Board of Directors
of the Company.
2.6 "Code" shall mean the Internal Revenue Code of 1986,
as amended from time to time.
2.7 "Common Stock" shall mean common stock of The Southern
Company.
2.8 "Company" shall mean Alabama Power Company.
2.9 "Deferred Compensation Plan" shall mean the Deferred
Compensation Plan for The Southern Electric System, as amended
-2-
from time to time, following its adoption by the Board of
Directors.
2.10 "Effective Date" shall mean January 1, 1983. The
Effective Date of this amendment and restatement shall mean
January 1, 1988.
2.11 "Employee" shall mean any person who is currently
employed by the Company.
2.12 "ESOP" shall mean the Employee Stock Ownership Plan of
The Southern Company System, as amended from time to time.
2.13 "Non Pension Benefit" shall mean the benefit described
in Section 5.2.
2.14 "Participant" shall mean an Employee or former
Employee of a Company who is eligible to receive benefits
provided by the Plan.
2.15 "Pension Benefit" shall mean the benefit described in
Section 5.1.
2.16 "Pension Plan" shall mean the defined benefit pension
plan maintained by the Company or an Affiliated Employer, as
amended from time to time.
2.17 "Plan" shall mean the Supplemental Benefit Plan for
Alabama Power Company, as amended from time to time.
2.18 "Plan Year" shall mean the calendar year.
-3-
2.19 "Savings Plan" shall mean the Employee Savings Plan
for The Southern Company System, as amended from time to time.
Where the context requires, the definitions of all terms set
forth in the Pension Plan, the ESOP, the Savings Plan and the
Deferred Compensation Plan shall apply with equal force and
effect for purposes of interpretation and administration of the
Plan, unless said terms are otherwise specifically defined in the
Plan. The masculine pronoun shall be construed to include the
feminine pronoun and the singular shall include the plural, where
the context so requires.
ARTICLE III ADMINISTRATION OF PLAN
3.1 Administrator. The general administration of the Plan
shall be placed in the Administrative Committee.
3.2 Powers. The Administrative Committee shall administer
the Plan in accordance with its terms and shall have all powers
necessary to carry out the provisions of the Plan more
particularly set forth herein. It shall interpret the Plan and
shall determine all questions arising in the administration,
interpretation and application of the Plan. Any such
determination by it shall be conclusive and binding on all
persons. It may adopt such regulations as it deems desirable for
-4-
the conduct of its affairs. It may appoint such accountants,
counsel, actuaries, specialists and other persons as it deems
necessary or desirable in connection with the administration of
this Plan, and shall be the agent for the service of process.
3.3 Duties of the Administrative Committee.
(a) The Administrative Committee is responsible for
the daily administration of the Plan. It may appoint other
persons or entities to perform any of its fiduciary functions.
The Administrative Committee and any such appointee may employ
advisors and other persons necessary or convenient to help it
carry out its duties, including its fiduciary duties. The
Administrative Committee shall have the right to remove any such
appointee from his position. Any person, group of persons or
entity may serve in more than one fiduciary capacity.
(b) The Administrative Committee shall maintain
accurate and detailed records and accounts of Participants and of
their rights under the Plan and of all receipts, disbursements,
transfers and other transactions concerning the Plan. Such
accounts, books and records relating thereto shall be open at all
reasonable times to inspection and audit by persons designated by
the Administrative Committee.
-5-
(c) The Administrative Committee shall take all steps
necessary to ensure that the Plan complies with the law at all
times. These steps shall include such items as the preparation
and filing of all documents and forms required by any
governmental agency; maintaining of adequate Participants'
records; recording and transmission of all notices required to be
given to Participants and their Beneficiaries; the receipt and
dissemination, if required, of all reports and information
received from an Employing Company; securing of such fidelity
bonds as may be required by law; and doing such other acts
necessary for the proper administration of the Plan. The
Administrative Committee shall keep a record of all of its
proceedings and acts, and shall keep all such books of account,
records and other data as may be necessary for proper
administration of the Plan.
3.4 Indemnification. The Company shall indemnify the
Administrative Committee against any and all claims, losses,
damages, expenses and liability arising from an action or failure
to act, except when the same is finally judicially determined to
be due to gross negligence or willful misconduct. The Company
may purchase at their own expense sufficient liability insurance
for the Administrative Committee to cover any and all claims,
-6-
losses, damages and expenses arising from any action or failure
to act in connection with the execution of the duties as
Administrative Committee. No member of the Administrative
Committee who is also an Employee of the Company shall receive
any compensation from the Plan for his service as such.
ARTICLE IV ELIGIBILITY
4.1 Eligibility Requirements. All Employees (a) whose
benefits under the Pension Plan of the Company are limited by the
limitations set forth in Sections 401(a)(17) and 415 of the Code,
(b) for whom contributions by the Company to the Savings Plan are
limited by the limitations set forth in Sections 401(a)(17),
401(k), 401(m), 402(g) and 415 of the Code, or (c) for whom
contributions by the Company to the ESOP are limited by the
limitations set forth in Sections 401(a)(17) and 415 of the Code,
shall be eligible to receive benefits under the Plan.
4.2 Determination of Eligibility. The Administrative
Committee shall determine which Employees are eligible to
participate. Upon becoming a Participant, an Employee shall be
deemed to have assented to the Plan and to any amendments
hereafter adopted. The Administrative Committee shall be
authorized to rescind the eligibility of any Participant if
-7-
necessary to insure that the Plan is maintained primarily for the
purpose of providing deferred compensation to a select group of
management or highly compensated employees under the Employee
Retirement Income Security Act of 1974, as amended.
ARTICLE V BENEFITS
5.1 Pension Benefit.
(a) If a Participant has Accredited Service with
respect to the Pension Plan of the Company, but not with respect
to the Pension Plan of any Affiliated Employer, he shall be
entitled to a Pension Benefit equal to that portion of his
Retirement Income under the Pension Plan of the Company which is
not payable under such Pension Plan as a result of the
limitations imposed by Sections 401(a)(17), 415(b), and 415(e) of
the Code.
(b) If a Participant has Accredited Service with
respect to the Pension Plan of the Company and with respect to
the Pension Plan of one or more Affiliated Employers, his Pension
Benefit payable by the Company, and any Affiliated Employer(s)
shall be equal to that portion of his combined Retirement Income
under each Pension Plan which is not payable under any of such
Pension Plans as a result of the limitations described by
-8-
Sections 401(a)(17), 415(b), and 415(e) of the Code, multiplied
by a fraction, the sum of the individual fractions not to exceed
one (1), the numerator of which is his years of Accredited
Service under the Pension Plan of the Company or any Affiliated
Employer(s) and the denominator which is his total years of
Accredited Service under the Pension Plans of the Company and any
Affiliated Employer(s).
(c) For purposes of this Section 5.1, the Pension
Benefit of a Participant shall be calculated based on the
Participant's Earnings that are considered under the Pension Plan
of the Company in calculating his Retirement Income, without
regard to the limitation of Section 401(a)(17) of Code, but
excluding any portion of his Compensation he may have elected to
defer under the Deferred Compensation Plan.
(d) To the extent that a Participant's Retirement
Income under a Pension Plan is recalculated as a result of an
amendment to such Pension Plan in order to increase the amount of
his Retirement Income, the Participant's Pension Benefit shall
also be recalculated in order to properly reflect such increase
in determining payments of the Participant's Pension Benefit made
on or after the effective date of such increase.
-9-
5.2 Non Pension Benefit.
(a) A Participant shall be entitled to a Non Pension
Benefit which is determined under this Section 5.2. An Account
shall be established for the Participant by the Company, as of
his initial Plan Year of participation in the Plan. Each Plan
Year such Account shall be credited with an amount equal to the
amount that the Company is prohibited from contributing (1) to
the Savings Plan on behalf of the Participant as a result of the
limitations imposed by Sections 401(a)(17), 401(k), 401(m),
402(g), 415(c), and 415(e) of the Code and (2) to the ESOP on
behalf of the Participant as a result of the limitations imposed
by Sections 401(a)(17), 415(c), and 415(e) of the Code.
(b) For purposes of this Section 5.2, the Non Pension
Benefit of a Participant shall be calculated based on the
Participant's Compensation that would have been considered in
calculating allocations to his accounts under the Savings Plan
and ESOP, without regard to the limitations of Section 401(a)(17)
or Section 402(g) of the Code, but excluding any portion of his
Compensation he may have elected to defer under the Deferred
Compensation Plan.
-10-
(c) All amounts so credited to the Account of the
Participant shall be deemed to be invested in the Common Stock at
the same time that such amounts would have been so invested if
they had been contributed by the Company to the Savings Plan or
the ESOP, as the case may be. In addition, such Account shall be
credited with respect to shares of Common Stock allocated to the
Participant's Account as follows:
(1) In the case of cash dividends, such
additional shares as could be purchased with the dividends
which would have been payable if the credited shares had
been outstanding;
(2) In the case of dividends payable in property
other than cash or Common Stock, such additional shares as
could be purchased with the fair market value of the
property which would have been payable if the credited
shares had been outstanding; or
(3) 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.
-11-
(d) As soon as practicable following the first day of
his eligibility to have benefits credited to his Account, a
Participant shall designate in writing on a form to be prescribed
by the Company the method of payment of his Account, which shall
be the payment of a single lump sum or a series of annual
installments not to exceed twenty (20). The method of
distribution initially designated by a Participant shall not be
revoked and shall govern the distribution of each Account
established for the benefit of the Participant by the Company.
Notwithstanding, in the sole discretion of the Administrative
Committee upon application by the Participant, the method of
distribution designated by such Participant may be modified not
prior to 395 days nor later than 365 days prior to a
Participant's date of separation from service in order to change
the form of distribution of his Account in accordance with the
terms of the Plan. Each Participant, his Beneficiary, and legal
representative shall be bound as to any action taken pursuant to
the method of distribution elected by a Participant and the terms
of the Plan.
-12-
5.3 Distribution of Benefits.
(a) The Pension Benefit, as determined in accordance
with Section 5.1, shall be payable in monthly increments on the
first day of the month concurrently with and in the same manner
as the Participant's Retirement Income under the Pension Plan.
The Beneficiary of a Participant's Pension Benefit shall be the
same as the beneficiary of the Participant's Retirement Income
under the Pension Plan.
(b) When a Participant terminates his employment with
the Company, said Participant shall be entitled to receive the
market value of any shares of Common Stock (and fractions
thereof) reflected in any Account maintained by the Company for
his benefit under the Plan in a single lump sum distribution or
annual installments not to exceed twenty (20). Such distribution
shall be made not later than sixty (60) days following the close
of the calendar quarter in which his termination of employment
occurs, or as soon as reasonably practicable thereafter. The
transfer by a Participant between companies in the Southern
electric system shall not be deemed to be a termination of
employment with the Company. No portion of a Participant's
Account shall be distributed in Common Stock.
-13-
(c) In the event a Participant elects to receive the
distribution of his Account in annual installments, the first
payment shall be made not later than sixty (60) days following
the close of the calendar quarter in which his termination of
employment occurs, or as soon as reasonably practicable
thereafter, and shall be an amount equal to the balance in the
Participant's Account divided by the number of annual installment
payments. Each subsequent annual payment shall be an amount
equal to the balance in the Participant's Account divided by the
number of the remaining annual payments and shall be due on the
anniversary of the preceding payment date. No portion of a
Participant's Account shall be distributed in Common Stock.
(d) Upon the death of a Participant, or a former
Participant prior to the payment of all amounts credited to said
Participant's Account, the unpaid balance shall be paid in the
sole discretion of the Administrative Committee (1) in a lump sum
to the designated Beneficiary of a Participant or former
Participant within sixty (60) days following the close of the
calendar quarter in which the Administrative Committee is
provided evidence of the Participant's death (or as soon as
reasonably practicable thereafter) or (2) in accordance with the
distribution method chosen by such Participant or former
-14-
Participant. The Beneficiary designation may be changed by the
Participant or former Participant at any time without the consent
of the prior Beneficiary. In the event a Beneficiary designation
is not on file or the designated Beneficiary is deceased or
cannot be located, payment will be made to the estate of the
Participant or former Participant. No portion of a Participant's
Account shall be distributed in Common Stock.
(e) Upon the total disability of a Participant or
former Participant, as determined by the Social Security
Administration, the unpaid balance of his Account shall be paid
in the sole discretion of the Administrative Committee (1) in a
lump sum to the Participant or former Participant, or his legal
representative within sixty (60) days following the notification
of the Administrative Committee of the determination of
disability by the Social Security Administration (or as soon as
reasonably practicable thereafter) or (2) in accordance with the
distribution method elected by such Participant or former
Participant. No portion of a Participant's Account shall be
distributed in Common Stock.
(f) The Administrative Committee in its sole
discretion upon application made by the Participant, a designated
Beneficiary, or their legal representative, may determine to
-15-
accelerate payments or, in the event of death or total disability
(as determined by Social Security Administration), to extend or
otherwise make payments in a manner different from the manner in
which such payment would be made under the method of distribution
elected by the Participant in the absence of such determination.
5.4 Funding of Benefits. The Company maintaining an
Account for the benefit of a Participant shall not reserve or
otherwise set aside funds for the payment of its obligations
under the Plan, and such obligations shall be paid solely from
the general assets of the Company. Notwithstanding that a
Participant shall be entitled to receive the balance of his
Account under the Plan, the assets from which such amount shall
be paid at all times remain subject to the claims of the
creditors of the Company.
5.5 Withholding. There shall be deducted from the payment
of any Pension Benefit or Non Pension Benefit due under the Plan
the amount of any tax required by any governmental authority to
be withheld and paid over by the Company to such governmental
authority for the account of the Participant or Beneficiary
entitled to such payment.
-16-
ARTICLE VI MISCELLANEOUS
6.1 Assignment. Neither the Participant, his Beneficiary,
or his legal representative shall have any rights to sell,
assign, transfer or otherwise convey the right to receive the
payment of any Pension Benefit or Non Pension Benefit due
hereunder, which payment and the right thereto are expressly
declared to be nonassignable and nontransferable. Any attempt to
assign or transfer the right to payment under the Plan shall be
null and void and of no effect.
6.2 Amendment and Termination. The Plan may be amended or
terminated at any time by the Board of Directors, provided that
no amendment or termination shall cause a forfeiture or reduction
in any benefits accrued as of the date of such amendment or
termination.
6.3 No Guarantee of Employment. Participation hereunder
shall not be construed as creating any contract of employment
between the Company and a Participant, nor shall it limit the
right of the Company to suspend, terminate, alter, modify,
whether or not for cause, the employment relationship between the
Company and a Participant.
-17-
6.4 Construction. This Plan shall be construed in
accordance with and governed by the laws of the State of Alabama,
to the extent such laws are not otherwise superseded by the laws
of the United States.
IN WITNESS WHEREOF, the Plan has been executed by duly
authorized officers of Alabama Power Company, pursuant to
resolutions of the Board of Directors of the Alabama Power
Company, this day of , .
ALABAMA POWER COMPANY
(CORPORATE SEAL)
By:
Attest:
[adamscl] h:\wpdocs\mtd\alapower\sup-ben.pln
-18-