Exhibit 10(a)75
SUPPLEMENTAL BENEFIT PLAN
FOR
SOUTHERN COMPANY SERVICES, INC.
AND
SOUTHERN ELECTRIC INTERNATIONAL, INC.
SUPPLEMENTAL BENEFIT PLAN
FOR
SOUTHERN COMPANY SERVICES, INC.
AND
SOUTHERN ELECTRIC INTERNATIONAL, INC.
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 Affiliated Employer. . . . . . . . . . . 2
2.3 Beneficiary. . . . . . . . . . . . . . . 2
2.4 Board of Directors . . . . . . . . . . . 2
2.5 Code . . . . . . . . . . . . . . . . . . 2
2.6 Common Stock . . . . . . . . . . . . . . 2
2.7 Company. . . . . . . . . . . . . . . . . 2
2.8 Deferred Compensation Plan . . . . . . . 2
2.9 Effective Date . . . . . . . . . . . . . 3
2.10 Employee . . . . . . . . . . . . . . . . 3
2.11 Employing Company. . . . . . . . . . . . 3
2.12 ESOP . . . . . . . . . . . . . . . . . . 3
2.13 Non Pension Benefit. . . . . . . . . . . 3
-i-
2.14 Participant. . . . . . . . . . . . . . . 3
2.15 Pension Benefit. . . . . . . . . . . . . 3
2.16 Pension Plan . . . . . . . . . . . . . . 4
2.17 Plan . . . . . . . . . . . . . . . . . . 4
2.18 Plan Year. . . . . . . . . . . . . . . . 4
2.19 Savings Plan. . . . . . . . . . . . . . 4
ARTICLE III - ADMINISTRATION OF PLAN . . . . . . . . . 4
3.1 Administrator. . . . . . . . . . . . . . 4
3.2 Powers . . . . . . . . . . . . . . . . . 5
3.3 Duties of the Board of
Directors. . . . . . . . . . . . . . . 5
3.4 Indemnification. . . . . . . . . . . . . 7
ARTICLE IV - ELIGIBILITY . . . . . . . . . . . . . . . 7
4.1 Eligibility Requirements . . . . . . . . 7
4.2 Determination of Eligibility . . . . . . 8
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 . . . . . . . 18
6.4 Construction . . . . . . . . . . . . . . 18
-iii-
SUPPLEMENTAL BENEFIT PLAN
FOR
SOUTHERN ELECTRIC SERVICES, INC.
AND
SOUTHERN ELECTRIC INTERNATIONAL, INC.
ARTICLE I - PURPOSE AND ADOPTION OF PLAN
1.1 Adoption: Southern Company Services, Inc. and
Southern Electric International, Inc. hereby adopt and establish
the Supplemental Benefit Plan for Southern Company Services, Inc.
and Southern Electric International, Inc. The Plan shall be an
unfunded deferred compensation arrangement whose benefits shall
be paid solely from the general assets of the Employing
Companies.
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 Employing Companies under the Pension Plan for Employees
of Southern Company Services, Inc., 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
-1-
of the Internal Revenue Code of 1986, as amended from time to
time.
ARTICLE II DEFINITIONS
2.1 "Account" shall mean the account or accounts
established and maintained by an Employing 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 "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.
2.3 "Beneficiary" shall mean any person, estate, trust, or
organization entitled to receive any payment under the Plan upon
the death of a Participant.
2.4 "Board of Directors" shall mean the Board of Directors
of the Company.
2.5 "Code" shall mean the Internal Revenue Code of 1986,
as amended from time to time.
2.6 "Common Stock" shall mean common stock of The Southern
Company.
2.7 "Company" shall mean Southern Company Services, Inc.
-2-
2.8 "Deferred Compensation Plan" shall mean the Deferred
Compensation Plan for The Southern Electric System, as amended
from time to time, following its adoption by the Boards of
Directors of Employing Companies.
2.9 "Effective Date" shall mean January 1, 1983. The
Effective Date of this amendment and restatement shall mean
January 1, 1988.
2.10 "Employee" shall mean any person who is currently
employed by an Employing Company.
2.11 "Employing Company" shall mean the Company, Southern
Electric International, Inc., and any affiliate or subsidiary of
The Southern Company which the Board of Directors may from time
to time determine to bring under the Plan and which shall adopt
the Plan, and any successor of any of them. The Employing
Companies as of January 1, 1988 are Southern Company Services,
Inc. and Southern Electric International, Inc.
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.
-3-
2.14 "Participant" shall mean an Employee or former
Employee of an Employing 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 an Employing Company or Affiliated Employer,
as amended from time to time.
2.17 "Plan" shall mean the Supplemental Benefit Plan for
Southern Company Services, Inc. and Southern Electric
International, Inc., as amended from time to time.
2.18 "Plan Year" shall mean the calendar year.
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.
-4-
ARTICLE III ADMINISTRATION OF PLAN
3.1 Administrator. The general administration of the Plan
shall be placed in the Board of Directors.
3.2 Powers. The Board of Directors 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
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 Board of Directors.
(a) The Board of Directors is responsible for the
daily administration of the Plan. It may appoint other persons
or entities to perform any of its fiduciary functions. The Board
of Directors 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 Board of Directors shall
-5-
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 Board of Directors 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 Board of Directors.
(c) The Board of Directors 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 Board
of Directors shall keep a record of all of its proceedings and
-6-
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 Employing Companies shall
indemnify the Board of Directors 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 Employing Companies may purchase at their own expense
sufficient liability insurance for the Board of Directors to
cover any and all claims, losses, damages and expenses arising
from any action or failure to act in connection with the
execution of the duties as Board of Directors.
ARTICLE IV ELIGIBILITY
4.1 Eligibility Requirements. All Employees (a) whose
benefits under the Pension Plan of their Employing Company are
limited by the limitations set forth in Sections 401(a)(17) and
415 of the Code, (b) for whom contributions by their Employing
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 their Employing
Company to the ESOP are limited by the limitations set forth in
-7-
Sections 401(a)(17) and 415 of the Code, shall be eligible to
receive benefits under the Plan.
4.2 Determination of Eligibility. The Board of Directors
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 Board of Directors shall be authorized to rescind the
eligibility of any Participant if 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 his Employing Company, but not
with respect to the Pension Plan of any other Employing Company
or Affiliated Employer, he shall be entitled to a Pension Benefit
equal to that portion of his Retirement Income under the Pension
Plan of his Employing Company which is not payable under such
-8-
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 his Employing Company and with
respect to the Pension Plan of any other Employing Company or one
or more Affiliated Employers, his Pension Benefit payable by his
Employing Company, his former Employing Company, and/or
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 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 each
Employing Company or Affiliated Employer and the denominator
which is his total years of Accredited Service under the Pension
Plans of all of his Employing Companies and Affiliated Employers.
(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 his Employing Company in calculating his Retirement Income,
without regard to the limitation of Section 401(a)(17) of Code,
-9-
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.
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 his Employing
Company, as of his initial Plan Year of participation in the
Plan, and by each other Employing Company by which the
Participant is subsequently employed. Each Plan Year such
Account shall be credited with an amount equal to the amount that
his Employing 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
-10-
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.
(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 his Employing 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;
-11-
(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.
(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 his Employing
Companies. Notwithstanding, in the sole discretion of the Board
of Directors 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
-12-
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.
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
an Employing 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 an
Employing 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
-13-
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 an Employing Company. No
portion of a Participant's Account shall be distributed in Common
Stock.
(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 Board of Directors (1) in a lump sum to
the designated Beneficiary of a Participant or former Participant
-14-
within sixty (60) days following the close of the calendar
quarter in which the Board of Directors 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 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 Board of Directors (1) in a lump
sum to the Participant or former Participant, or his legal
representative within sixty (60) days following the notification
of the Board of Directors 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
-15-
Participant. No portion of a Participant's Account shall be
distributed in Common Stock.
(f) The Board of Directors in its sole discretion
upon application made by the Participant, a designated
Beneficiary, or their legal representative, may determine to
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. Any Employing 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 Employing Companies.
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 Participant's Employing Companies.
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
-16-
be withheld and paid over by an Employing Company to such
governmental authority for the account of the Participant or
Beneficiary entitled to such payment.
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.
-17-
6.3 No Guarantee of Employment. Participation hereunder
shall not be construed as creating any contract of employment
between any Employing Company and a Participant, nor shall it
limit the right of an Employing Company to suspend, terminate,
alter, modify, whether or not for cause, the employment
relationship between such Employing Company and a Participant.
6.4 Construction. This Plan shall be construed in
accordance with and governed by the laws of the State of Georgia,
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 Southern Company Services, Inc., pursuant
to resolutions of the Board of Directors of the Employing
Companies, this day of , .
SOUTHERN COMPANY SERVICES, INC.
(CORPORATE SEAL)
By:
Thomas A. Nunnelly
Executive Vice President
Attest:
Tommy Chisholm
Secretary
[adamscl] h:\wpdocs\mtd\southern\scssupbe.ft
-18-