Exhibit 10(a)78
DEFERRED COMPENSATION PLAN
FOR
THE SOUTHERN ELECTRIC SYSTEM
DEFERRED COMPENSATION PLAN
FOR
THE SOUTHERN ELECTRIC SYSTEM
ARTICLE DESCRIPTION PAGE
I Purpose and Adoption of Plan 1
II Definitions 1
III Administration of Plan 5
IV Eligibility 8
V Election for Deferral of Payment 9
VI Deferred Compensation Accounts 12
VII Distribution of Deferred Compensation Accounts 17
VIII Miscellaneous Provisions 20
i
DEFERRED COMPENSATION PLAN
FOR
THE SOUTHERN ELECTRIC SYSTEM
ARTICLE I
Purpose and Adoption of Plan
1.1 Adoption: Southern Company Services, Inc. and the other
Employing Companies hereby adopt and establish the Deferred
Compensation Plan for The Southern Electric System. 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 permit a select group
of management or highly compensated employees to elect to defer a
portion of their Compensation during each payroll period until
their death, disability, retirement, or termination of employment
with their Employing Company.
ARTICLE II
Definitions
For purposes of the Deferred Compensation Plan the following
terms shall have the following meanings unless a different
meaning is plainly required by the context:
2.1 "Account" shall mean the account or accounts
established and maintained by the Company or the Employing
Company to reflect the interest of a Participant in the Plan
resulting from a Participant's deferred Compensation and
adjustments thereto to reflect income, gains, losses, and other
credits or charges.
2.2 "Administrative Committee" shall mean the committee
referred to in Section 3.1.
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 "Closing Price" shall mean the closing price on any
trading day of a share of the Common Stock based on consolidated
trading as defined by the Consolidated Tape Association and
reported as part of the consolidated trading prices of New York
Stock Exchange listed securities.
2.6 "Common Stock" shall mean the common stock of The
Southern Company.
2.7 "Company" shall mean Southern Company Services, Inc.
2.8 "Compensation" shall mean the monthly rate of an
Employee's base wages or salary paid by any Employing Company to
an Employee, including amounts contributed by an Employing
Company to the Employee Savings Plan as Elective Employer
Contributions, as said term is defined in Section 4.1 therein,
pursuant to the Employee's exercise of his deferral option made
in accordance with Section 401(k) of the Internal Revenue Code
and amounts contributed by an Employing Company to the Southern
Electric System Flexible Benefits Plan on behalf of the Employee
pursuant to his salary reduction election under such plan; but
disregarding overtime, such amounts which are reimbursements to
2
an Employee paid by any Employing Company including, but not
limited to, reimbursement for such items as moving expenses,
automobile expenses, tax preparation expenses, travel and
entertainment expenses, and health and life insurance premiums.
2.9 "Deferral Election" shall mean the Participant's
written election to defer a portion of his Compensation pursuant
to Article III.
2.10 "Earnings" shall have the same meaning as set forth in
the Pension Plan.
2.11 "Effective Date" shall mean the first day of the first
payroll period the Administrative Committee shall permit a
Participant to defer Compensation under the Plan.
2.12 "Employee" shall mean any person who is currently
employed by an Employing Company.
2.13 "Employee Savings Plan" shall mean the Employee Savings
Plan for The Southern Company System and the Employee Savings
Plan of Savannah Electric and Power Company, as amended from time
to time.
2.14 "Employee Stock Ownership Plan' shall mean the Employee
Stock Ownership Plan of The Southern Company System and the
Employee Stock Ownership Plan of Savannah Electric and Power
Company, as amended from time to time.
2.15 "Employer Matching Contribution" shall have the same
meaning as set forth in the Employee Savings Plan.
3
2.16 "Employing Company" shall mean the Company, or any
affiliate or subsidiary (direct or indirect) 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 term "Employing Company"
shall not include Electric City Merchandise Company. The
Employing Companies as of the Effective Date are:
Alabama Power Company
Georgia Power Company
Gulf Power Company
Mississippi Power Company
Savannah Electric and Power Company
Southern Company Services, Inc.
Southern Electric International, Inc.
2.17 "Enrollment Date" shall mean the Effective Date,
January 1 of each Plan Year, and such other dates as may be
determined from time to time by the Administrative Committee.
2.18 "Investment Election" shall mean the Participant's
written election to have his deferred Compensation invested
pursuant to Section 6.5 or Section 6.6.
2.19 "Participant" shall mean an Employee or former Employee
of an Employing Company who is eligible to receive benefits under
the Plan.
2.20 "Pension Plan" shall mean the defined benefit pension
plan maintained by the Employing Company of the Participant, as
amended from time to time.
4
2.21 "Plan" shall mean the Deferred Compensation Plan for
The Southern Electric System, as amended from time to time.
2.22 "Plan Year" shall mean the twelve (12) month period
commencing January 1st and ending on the last day of December
next following, except for the first Plan Year which shall begin
on the Effective Date and end on the last day of the calendar
year in which the Effective Date occurs.
2.23 "Retirement Income" shall have the same meaning as set
forth in the Pension Plan.
2.24 "Supplemental Benefit Plan" shall mean the Supplemental
Benefit Plan of the Employing Company and the Supplemental
Executive Retirement Plan of Savannah Electric and Power Company,
as amended from time to time.
Where the context requires, the definitions of all terms set
forth in the Pension Plan, Savings Plan, the ESOP, and the
Supplemental Benefit 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 words in the masculine gender shall include the feminine and
neuter genders and words in the singular shall include the plural
and words in the plural shall include the singular.
5
ARTICLE III
Administration of Plan
3.1 The general administration of the Plan shall be placed
in the Administrative Committee. The Administrative Committee
shall consist of at least one employee of each Employing Company,
except Southern Electric International, Inc., and such additional
number of persons, if any, as shall be determined from time to
time by the Board of Directors. Members shall be appointed by
the boards of directors of the Employing Companies. Any member
may resign or be removed by his board of directors and new
members may be appointed by such board of directors. The
Administrative Committee shall be chaired by the representative
of the Company and may select a Secretary (who may, but need not,
be a member of the Administrative Committee) to keep its records
or to assist it in the discharge of its duties. A majority of
the members of the Administrative Committee shall constitute a
quorum for the transaction of business at any meeting. Any
determination or action of the Administrative Committee may be
made or taken by a majority of the members present at any meeting
thereof, or without a meeting by resolution or written memorandum
concurred in by a majority of the members.
3.2 No member of the Administrative Committee shall receive
any compensation from the Plan for his service.
6
3.3 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 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.
3.4 The Administrative Committee shall be reimbursed by the
Employing Companies for all reasonable expenses incurred by it in
the fulfillment of its duties. Such expenses shall include any
expenses incident to its functioning, including, but not limited
to, fees of accountants, counsel, actuaries, and other
specialists, and other costs of administering the Plan.
3.5 (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 review the work and performance of
each such appointee, and shall have the right to remove any such
7
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 the Board of
Directors and by persons designated thereby.
(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 Admini-
strative 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. The Administrative Committee shall notify the Company upon
its request of any action taken by it, and when required, shall
notify any other interested person or persons.
8
ARTICLE IV
Eligibility
4.1 Any Employee whose Compensation equals or exceeds such
minimum amount as may be established by the Administrative
Committee from time to time, may elect to participate in the Plan
beginning on any Enrollment Date by electing to have his
Compensation reduced and such amounts contributed to the Plan in
accordance with Article V, and directing the investment of such
contributions in accordance with Article VI. The Administrative
Committee shall be authorized to establish the minimum
Compensation required for eligibility to participate in the Plan
to be effective as of the first day of the next succeeding Plan
Year.
4.2 Notwithstanding the above, the Administrative Committee
shall be authorized to modify the minimum Compensation amount and
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.
9
ARTICLE V
Election for Deferral of Payment
5.1 A Participant may elect to defer payment of a portion
of his Compensation otherwise payable to him during each payroll
period of the next succeeding Plan Year by any whole percentage
not to exceed twenty-five percent (25%) of his Compensation, or
such greater or lesser amount as shall be determined by the
Administrative Committee from time to time, such amount to be
credited to his Account under the Plan.
5.2 An Account shall be established for each Participant by
the Company or the Employing Company as of the effective date of
such Participant's initial Deferral Election.
5.3 The Deferral Election shall be made in writing on a
form prescribed by the Company and said Deferral Election shall
state:
(a) That the Participant wishes to make an election to
defer the receipt of a portion of his
Compensation;
(b) The whole percentage of the Compensation to be
deferred; and
(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) years.
5.4 The initial Deferral Election of a new Participant
shall be made by written notice signed by the Participant and
delivered to the Participant's Employing Company not later than
10
the first (1st) day of the month immediately preceding the
Participant's Enrollment Date and shall be effective on such
Enrollment Date. Any modification or revocation of the most
recent Deferral Election shall be made by written notice signed
by the Participant and delivered to the Participant's Employing
Company not later than the first (1st) day of the month prior to
the next succeeding Plan Year and shall be effective on the first
day of such succeeding Plan Year. A Deferral Election with
respect to the deferral of future Compensation shall be an annual
election for each Plan Year unless otherwise modified or revoked
as provided herein. The termination of participation in the Plan
shall not affect Compensation previously deferred by a
Participant under the Plan.
5.5 Notwithstanding the provisions of Section 5.4 of the
Plan, the Administrative Committee, in its sole discretion upon
written application by a Participant, may authorize the
suspension of a Participant's Deferral Election in the event of
an unforeseen emergency or hardship of the Participant. A
suspension will be on account of hardship if it is necessary in
light of immediate and heavy financial needs of the Participant
and such needs cannot reasonably be met from other resources of
the Participant. For this purpose, amounts held in the
Participant's accounts in the Employee Savings Plan and the
Employee Stock Ownership shall not be deemed to be reasonably
available. Any suspension authorized by the Administrative
Committee shall become effective as of the first payroll period
11
beginning thirty (30) days after receipt by the Participant's
Employing Company of the suspension application, or as soon as
practicable after the receipt of such application. Such
suspension shall be effective for the remainder of the Plan Year
and shall be deemed an annual election for each succeeding Plan
Year unless modified under Section 5.4 of the Plan.
5.6 The initial Deferral Election specifying the method of
distribution, whether it be lump sum or annual installments not
to exceed ten (10), may not be revoked and shall govern the
distribution of a Participant's Account. Notwithstanding, in the
sole discretion of the Administrative Committee upon application
by the Participant, the Deferral Election may be amended not
prior to 395 days nor later than 365 days prior to a
Participant's date of termination in order to change the form of
distribution of his Account in accordance with the terms of the
Plan. Each Participant making a Deferral Election in accordance
with this Article III and his successors, shall be bound as to
any action taken pursuant to the terms of the Participant's
Deferral Election and the Plan.
ARTICLE VI
Deferred Compensation Accounts
6.1 The Compensation deferred in accordance with Article
III, the amounts credited pursuant to Sections 6.2 and 6.3, and,
pursuant to each Participant's Investment Election, the amounts
computed in accordance with Section 6.5 and/or the number of
12
shares computed in accordance with Section 6.6 shall be credited
to the Participant's Account.
6.2 The Account of each Participant electing to defer a
portion of his Compensation shall be credited as of the last day
of each calendar quarter with an amount equal to the difference
between the Employer Matching Contribution allocated to the
Participant's account under the Employee Savings Plan and the
Employer Matching Contribution that would have been allocated to
the Participant's account under the Employee Savings Plan if the
Compensation deferred under this Plan during such calendar
quarter were considered as compensation under the Employee
Savings Plan. The amount to be credited to a Participant's
Account under this Section 6.2 shall be calculated based on the
Participant's Compensation that would have been considered in
calculating allocations to his account under the Employee Savings
Plan, without regard to the limitations of Section 401(a)(17),
Section 401(k), Section 401(m), Section 402(g), or Section 415 of
the Code, if the Compensation deferred under this Plan during a
calendar quarter were considered as compensation under the
Employee Savings Plan.
6.3 The Account of each Participant electing to defer a
portion of his Compensation shall be credited as of the last day
of such calendar quarter with an amount equal to the difference
between the Employing Company contribution allocated to his
account under the Employee Stock Ownership Plan and the Employing
Company contribution that would have been allocated to the
13
Participant's account under the Employee Stock Ownership Plan if
the Compensation deferred under this Plan during such calendar
quarter were considered as compensation under the Employee Stock
Ownership Plan. The amount to be credited to a Participant's
Account under this Section 6.3 shall be calculated based on the
Participant's Compensation that would have been considered in
calculating allocations to his account under the Employee Stock
Ownership Plan, without regard to the limitations of Section
401(a)(17) or Section 415 of the Code, if the Compensation
deferred under this Plan during a calendar quarter were
considered as compensation under the Employee Stock Ownership
Plan.
6.4 Each Participant electing to defer a portion of his
Compensation shall also be entitled to receive a monthly amount
from his Employing Company equal to the difference between his
Retirement Income under the Pension Plan of his Employing Company
and the Retirement Income he would be entitled to receive if his
Compensation deferred were considered as Earnings (as of the
calendar quarter such Compensation is deferred) for purposes of
calculating his Retirement Income under such Pension Plan. The
additional monthly Retirement Income under this Section 6.4 shall
be calculated without regard to the limitations of
Section 401(a)(17) or Section 415 of the Code. In no event shall
any amounts payable under this Section 6.4 duplicate any Pension
Benefit payable under the Supplemental Benefit Plan. Such
monthly amount shall be recalculated from time to time to reflect
14
any future increases in Retirement Income of retirees under the
Pension Plan following the Participant's retirement at his Early
Retirement Date, Normal Retirement Date, or Deferred Retirement
Date under the Pension Plan, as appropriate.
6.5 The Account of each Participant electing to invest his
deferred Compensation and amounts credited pursuant to
Sections 6.2 and 6.3 of the Plan for a Plan Year in accordance
with this Section 6.5 shall be credited as of the last day of
each calendar quarter with an amount computed by the Company by
treating the Account balance as of the first day of such calendar
quarter as a sum certain to which the Employing 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 will be
compounded quarterly at the end of each succeeding calendar
quarter on any balance until such amount is fully distributed.
The prime rate in effect at the close of business on the first
business day of each calendar quarter shall be deemed the prime
rate in effect for such calendar quarter.
6.6 The Account of each Participant electing to invest his
deferred Compensation and amounts credited pursuant to
Sections 6.2 and 6.3 of the Plan for a Plan Year in accordance
with this Section 6.6 shall be credited as of the last day of the
calendar quarter with the number of shares (including fractional
shares) of Common Stock which could have been purchased on the
last day of such calendar quarter, based upon the Common Stock's
Closing Price on the last trading day of such calendar quarter.
15
As of the last day of each calendar quarter in which occurs the
payment of dividends on the Common Stock there shall be credited
with respect to shares of Common Stock in the Participant's
Account as of the first day of such calendar quarter 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 Closing Price
on the last trading day during the calendar
quarter in which the payment date occurs 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 Closing Price on the
last trading day during the calendar quarter in
which the payment date occurs 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.
6.7 The Investment Election by a Participant with respect
to his Account shall be made in writing on a form prescribed by
16
the Company. Any Investment Election shall be delivered to the
Participant's Employing Company prior to the first (1st) day of
the month immediately prior to his Enrollment Date or the next
succeeding Plan Year, as appropriate, and shall be effective on
such Enrollment Date or the first day of such succeeding Plan
Year. The Investment Election made in accordance with this
Article IV shall be irrevocable and shall continue from Plan Year
to Plan Year unless the Participant changes the Investment
Election regarding future deferred Compensation by submitting a
written request to his Employing Company on a form prescribed by
the Company not later than the first day of the month prior to
the next succeeding Plan Year. Any such change shall become
effective as of the first day of the Plan Year next following the
Plan Year in which such request is submitted to an Employing
Company. No transfer of amounts between investment options shall
be permitted under the Plan.
6.8 At the end of each Plan Year, a report shall be issued
to each Participant who has an Account and said report will set
forth the amount and the market value of any shares of Common
Stock reflected in such Account.
ARTICLE VII
Distribution of Deferred Compensation Accounts
7.1 When a Participant retires or terminates his employment
with an Employing Company, said Participant shall be entitled to
receive the market value of any shares of Common Stock (and
17
fractions thereof ) reflected in his Account maintained by the
Company that has established an Account for his benefit in
accordance with his Deferral Election made pursuant to Article
III of the Plan. 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 an Employing
Company. The market value of any shares of Common Stock credited
to a Participant's Account shall be based on the Closing Price of
such Common Stock on the last trading day of the calendar quarter
immediately preceding a lump sum distribution. No portion of a
Participant's Account shall be distributed in Common Stock.
7.2 In the event a Participant elected 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 as of the close
of the calendar quarter preceding the payment date, divided by
the number of the remaining annual payments and shall be due on
the anniversary of the preceding payment date. The market value
18
of any shares of Common Stock credited to a Participant's Account
shall be based on the Closing Price of such Common Stock on the
last trading day of the calendar quarter immediately preceding an
installment distribution. No portion of a Participant's Account
shall be distributed in Common Stock.
7.3 Upon the death of a Participant, or a former
Participant prior to the payment of all amounts and the market
value of any shares of Common Stock (and fractions thereof)
credited to said Participant's Account, the unpaid balance shall
be paid in the sole discretion of the Administrative Committee
(a) 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 (b) in accordance with the
Deferral Election made by such Participant or former Participant.
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. The market value of any shares of Common Stock
credited to a Participant's Account shall be based on the Closing
Price of such Common Stock on the last day of the calendar
quarter immediately preceding the date of any lump sum or
installment distribution. No portion of a Participant's Account
shall be distributed in Common Stock.
7.4 The beneficiary designation may be changed by the
19
Participant or former Participant at any time without the consent
of the prior beneficiary.
7.5 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 (a) in a lump sum to
the Participant, or former Participant, or his legal
representative within sixty (60) days following the close of the
calendar quarter in which the Administrative Committee receives
notification of the determination of disability by the Social
Security Administration (or as soon as reasonable practicable
thereafter) or (b) in accordance with the Deferral Election made
by such Participant or former Participant. The market value of
any shares of Common Stock credited to a Participant's Account
shall be based on the Closing Price of such Common Stock on the
last trading day of the calendar quarter immediately preceding
the date of any lump sum or installment distribution. No portion
of a Participant's Account shall be distributed in Common Stock.
7.6 The Administrative Committee 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 Participant's Deferral
Election in the absence of such determination.
20
7.7 The amount calculated in accordance with Section 6.4
with respect to the Pension Plan shall be paid in monthly amounts
on the first day of each month concurrently with and in the same
manner as the Participant's Retirement Income under the Pension
Plan.
ARTICLE VIII
Miscellaneous Provisions
8.1 Neither the Participant, his beneficiary, nor his legal
representative shall have any rights to commute, sell, assign,
transfer or otherwise convey the right to receive any payments
hereunder, which payments and the rights thereto are expressly
declared to be nonassignable and nontransferable. Any attempt to
assign or transfer the right to payments of this Plan shall be
void and have no effect.
8.2 An Employing Company maintaining an Account for the
benefit of a Participant shall not reserve or specifically 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 at all times be
subject to the claims of the creditors of the Participants
Employing Companies.
21
8.3 The Plan may be amended, modified, or terminated by the
Board of Directors in its sole discretion at any time and from
time to time; provided, however, that no such amendment,
modification, or termination shall impair any rights to
Compensation which has been deferred under the Plan prior to such
amendment, modification, or termination. The Plan may also be
amended or modified by the Administrative Committee if such
amendment or modification does not involve a substantial increase
in cost to any Employing Company.
8.4 It is expressly understood and agreed that the payments
made in accordance with the Plan are in addition to any other
benefits or compensation to which a Participant may be entitled
or for which he may be eligible, whether funded or unfunded, by
reason of his employment with any Employing Company.
8.5 There shall be deducted from each payment under the
Plan the amount of any tax required by any governmental authority
to be withheld and paid over by an Employing Company to such
governmental authority for the account of the person entitled to
such distribution.
8.6 Any Compensation deferred by a Participant while
employed by an Employing Company shall not be considered
"compensation," as the term is defined in the Employee Savings
Plan, the Employee Stock Ownership Plan, or the Pension Plan.
Distributions from a Participant's Account shall not be
considered wages, salaries or compensation under any other
employee benefit plan.
22
8.7 No provision of this Plan shall be construed to affect
in any manner the existing rights of an Employing Company to
suspend, terminate, alter, modify, whether or not for cause, the
employment relationship of the Participant and his Employing
Company.
8.8 This Plan, and all its rights under it, shall be
governed by and construed in accordance with the laws of the
State of Georgia.
IN WITNESS WHEREOF, the Plan has been executed pursuant to
resolutions of the Board of Directors of Southern Company
Services, Inc., this ____ day of _____________, 19__ to be
effective as provided herein.
SOUTHERN COMPANY SERVICES, INC.
By:
[CORPORATE SEAL] Thomas A. Nunnelly
Executive Vice President
Attest:
By:
Tommy Chisholm
Secretary
23
(adamscl) h:\wpdocs\mtd\southern\dcom-ses.pln
24
FIRST AMENDMENT TO THE
DEFERRED COMPENSATION PLAN FOR THE
SOUTHERN ELECTRIC SYSTEM
WHEREAS, the Boards of Directors of Alabama Power Company,
Georgia Power Company, Gulf Power Company, Mississippi Power
Company, Savannah Electric and Power Company, Southern Company
Services, Inc., and Southern Electric International, Inc.
(hereinafter collectively referred to as the "Employing
Companies") heretofore established the Deferred Compensation Plan
for The Southern Electric System (hereinafter referred to as the
"Plan") in order to provide certain employees of the Employing
Companies with the opportunity to elect to defer a portion of
their compensation until their death, disability, or termination
of employment with their Employing Company; and
WHEREAS, certain employees of Alabama Power Company, Georgia
Power Company, and Southern Company Services, Inc. will be
transferred to and employed by Southern Nuclear Operating Company
upon the approval by the Securities and Exchange Commission of an
application to form Southern Nuclear Operating Company as a
service company and the creation and organization of Southern
Nuclear Operating Company as a subsidiary of The Southern
Company; and
WHEREAS, the Board of Directors of Southern Company
Services, Inc. (hereinafter referred to as the "Company") desires
to amend the Plan to permit the employees of Southern Nuclear
Operating Company to participate in the Plan, upon the later of
October 1, 1988 or the approval by the Securities and Exchange
Commission of an application to form Southern Nuclear Operating
Company as a service company and the creation and organization of
Southern Nuclear Operating Company as a subsidiary of The
Southern Company; and
WHEREAS, the Board of Directors of the Company is authorized
pursuant to Section 8.3 of the Plan to amend the Plan at any
time.
NOW, THEREFORE, effective as stated herein, the Board of
Directors of the Company hereby amends the Plan as follows:
I.
Section 2.16 of the Plan shall be amended by deleting said
Section in its entirety and substituting therefor the following
language effective upon the later of October 1, 1988 or the
approval by the Securities and Exchange Commission of an
application to form Southern Nuclear Operating Company as a
service company and the creation and organization of Southern
Nuclear Operating Company as a subsidiary of The Southern
Company:
2.16 "Employing Company" shall mean the Company,
or any affiliate or subsidiary (direct or indirect) 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 them.
The term "Employing Company" shall not include Electric
City Merchandise Company. The Employing Companies as
of the effective date of this amendment are:
Alabama Power Company
Georgia Power Company
Gulf Power Company
Mississippi Power Company
Savannah Electric and Power Company
Southern Company Services, Inc.
Southern Electric International, Inc.
Southern Nuclear Operating Company
II.
Except as amended herein by this First Amendment, the Plan
shall remain in full force and effect as adopted by the Employing
Companies prior to the adoption of this First Amendment.
IN WITNESS WHEREOF, Southern Company Services, Inc., through
its authorized officers, has adopted this First Amendment to the
Deferred Compensation Plan for The Southern Electric System this
____ day of __________________, ____, to be effective as stated
herein.
SOUTHERN COMPANY SERVICES, INC.
By:
Thomas A Nunnelly
Executive Vice President
Attest:
By:
Tommy Chisholm
Secretary
[CORPORATE SEAL]
(adamscl) h:\wpdocs\mtd\southern\dcom-ses.1am
-2-
SECOND AMENDMENT TO THE
DEFERRED COMPENSATION PLAN FOR THE
SOUTHERN ELECTRIC SYSTEM
WHEREAS, the Boards of Directors of Alabama Power Company,
Georgia Power Company, Gulf Power Company, Mississippi Power
Company, Savannah Electric and Power Company, Southern Company
Services, Inc., Southern Electric International, Inc. and
Southern Nuclear Operating Company heretofore adopted the
Deferred Compensation Plan for the Southern Electric System (the
"Plan"); and
WHEREAS, the Board of Directors of Southern Company
Services, Inc. (the "Company") desires to amend the Plan to
comply with changes in the Securities and Exchange Act of 1934;
and
WHEREAS, under Section 8.3 of the Plan, the Board of
Directors of the Company 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 5.6 of the Plan shall be amended by deleting said
Section in its entirety and substituting therefore the following
language:
5.6 The initial Deferral Election specifying the method of
distribution, whether it be lump sum or annual installments not
to exceed ten (10) may not be revoked and shall govern the
distribution of a Participant's Account. Notwithstanding the
foregoing, and except as provided below, in the sole discretion
of the Administrative Committee upon application by a
Participant, a Participant's Deferral Election may be amended not
prior to the 395th day nor later than the 365th day prior to a
Participant's date of termination in order to change the form of
distribution of his Account in accordance with the terms of the
Plan; provided, however, that any Participant 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 Southern Company shall not be permitted to
amend his Deferral Election during any time period for which such
Participant is required to file any such reports with respect to
the portion of his deferred Compensation invested in accordance
with the provisions of Section 6.6 of the Plan. Each Participant
making a Deferral Election in accordance with this Article V and
his successors, shall be bound as to any action taken pursuant to
the terms of the Participant's Deferral Election and the Plan.
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, Southern Company Services, Inc., through
its duly authorized officers, has adopted this Second Amendment
to the Deferred Compensation Plan for The Southern Electric
System this ____ day of _______________, 19__, to be effective as
of the date of execution.
SOUTHERN COMPANY SERVICES, INC.
By:
Its:
Attest:
By:
Its:
[CORPORATE SEAL]
(adamscl) h:\wpdocs\mtd\southern\dcom-ses.2am
-2-