Exhibit 10(a)76
DEFERRED COMPENSATION PLAN
FOR
DIRECTORS OF THE SOUTHERN COMPANY
Amended and Restated Effective October 20, 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 The Southern Company.
1.3 "Common Stock" shall mean the common stock of The Southern
Company.
1.4 "Company" shall mean The Southern 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
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 The Southern 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 February 1, 1981. Said
first Plan Period shall be an eleven-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.
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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 not 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
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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
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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 and 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 paid an amount equal to
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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 in
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 hereunder, 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 hereunder, 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
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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.
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IN WITNESS WHEREOF, the Plan, as amended and restated
effective October 20, 1986, has been executed pursuant to
resolutions of the Board of Directors of The Southern
Company, this ____ day of _________________, ____.
THE SOUTHERN COMPANY
By:
Robert H. Radcliff, Jr.
Chairman
Compensation Committee
Attest:
By:
Tommy Chisholm
Secretary and Assistant Treasurer
The Southern Company
[Corporate Seal]
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FIRST AMENDMENT TO THE
DEFERRED COMPENSATION PLAN
FOR THE DIRECTORS OF THE SOUTHERN COMPANY
WHEREAS, the Deferred Compensation Plan for Directors of The
Southern Company (the "Plan") was amended and restated effective
October 20, 1986, which amendment and restatement included
changes to permit eligible Directors of The Southern Company (the
"Company") (1) to elect to treat compensation deferred under the
Plan as though invested in fixed income or common stock of The
Southern Company, (2) to receive distribution of deferred amounts
in a lump sum or up to ten (10) annual installments beginning not
later than the second anniversary of the termination of their
membership on the Board of Directors, and (3) to change the
method of payment of their account balance under the Plan from
lump sum to installments, or vice versa, shortly before their
termination of membership on the Board of Directors; and
WHEREAS, The Board of Directors of the Company desires to
amend the Plan (1) to change the period of time during which a
Director may elect to change the method of payment of his account
balance under the Plan, (2) to require that any such change in
the method of payment be contingent upon the Director's
completion of his term of membership on the Board of Directors,
except in the event of disability or death, and (3) to authorize
the Compensation Committee to accelerate installment
distributions in its sole discretion for cause upon request by a
Director or his legal representative; and
WHEREAS, the Board of Directors of the Company has the
authority to amend the Plan from time to time in accordance with
Section 9.3 of the Plan;
NOW, THEREFORE, effective January 19, 1987, the Board of
Directors of The Southern Company hereby amends the Deferred
Compensation Plan for Directors of The Southern Company as
follows:
I.
The Plan shall be amended by deleting Section 6.5 of the
Plan in its entirety and substituting therefor the following
language as Section 6.5 therein:
6.5 With the approval of the compensation Committee, a
Director may amend a prior Deferral Election on a form
prescribed by the Compensation Committee not prior to the
390th day nor later than the 360th day prior to his
terminating of membership on the Board of Directors in order
to change (a) the form and/or (b) the time for commencement
of the distribution of his Deferred Compensation Account in
accordance with the terms of the Plan. Any such amendment
to a prior Deferral Election, as described in this
Section 6.5, shall be contingent upon the Director's
completion of his term of membership on the Board of
Directors, except in the event of the disability or death of
such Director.
II.
Section 8.1 of the Plan shall be amended by deleting said
Section in its entirety and substituting therefor the following
language as Section 8.1 therein:
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 the Director, or as
soon as reasonably possible thereafter, and shall be an
amount equal to the balance in the Director's Deferred
Compensation Account on such date divided by the number of
annual installment payments. Each subsequent annual payment
shall be an amount equal to the balance of 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. Notwithstanding
a Director's election to receive his Deferred Compensation
Account balance in annual installments, the Compensation
Committee, in its sole discretion upon request of the
Director or his legal representative, may accelerate the
payment of any such installments for cause. 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.
III.
Except as amended by this First Amendment, the Plan shall
remain in full force and effect as amended and restated by the
Company effective October 20, 1986.
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IN WITNESS WHEREOF, this First Amendment has been executed
pursuant to resolutions of the Board of Directors of The Southern
Company, this ____ day of ____________, 19__.
THE SOUTHERN COMPANY
By:
Robert H. Radcliff, Jr.
Chairman
Compensation Committee
Attest:
By:
Tommy Chisholm
Secretary
The Southern Company
[CORPORATE SEAL]
[adamscl] h:\wpdocs\mtd\southern\def-comp.1st
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SECOND AMENDMENT
TO THE DEFERRED COMPENSATION PLAN
FOR THE DIRECTORS OF THE SOUTHERN COMPANY
WHEREAS, the Board of Directors of The Southern Company (the
"Company") heretofore adopted the amendment and restatement of
the Deferred Compensation Plan for the Directors of The Southern
Company (the "Plan") effective as of October 20, 1986; and
WHEREAS, the Board of Directors of the Company desires to
amend the Plan to comply with changes in the Securities and
Exchange Act of 1934; and
WHEREAS, under Section 9.3 of the Plan, the Board of
Directors has the authority to amend the Plan at any time;
NOW THEREFORE, effective as of the date of execution, the
Board of Directors hereby amends the Plan as follows:
1.
Section 6.5 of the Plan shall be amended by deleting said
Section in its entirety and substituting therefore the following
language:
6.5 Except as provided below, with the approval of the
Compensation Committee, a Director may amend a prior Deferral
Election on a form prescribed by the Compensation Committee not
prior to the 390th day nor later than the 360th day prior to his
termination of membership on the Board of Directors in order to
change (a) the form, and/or (b) the time for commencement of the
distribution of his Deferred Compensation Account in accordance
with the terms of the Plan; provided, however, that any Director
who is required to file reports pursuant to Section 16(a) of the
Securities and Exchange Act of 1934, as amended, with respect to
equity securities of the Company shall not be permitted to amend
his Deferral Election during any time period for which such
Director is required to file any such reports with respect to the
portion of his Deferred Compensation Account invested in
accordance with the provisions of Section 7.3 of the Plan. Any
such amendment to a prior Deferral Election, as described in this
Section 6.5, shall be contingent upon the Director's completion
of his term of membership on the Board of Directors, except in
the event of the disability or death of such Director.
2.
Except as amended herein by this Second Amendment, the Plan
shall remain in full force and effect as adopted and amended by
the Company prior to the adoption of this Second Amendment.
IN WITNESS WHEREOF, this Second Amendment has been executed
pursuant to resolutions of the Board of Directors of The Southern
Company this day of , 19 , to be
effective as of the date of execution.
THE SOUTHERN COMPANY
By:
Its:
Attest:
By:
Its:
(CORPORATE SEAL]
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