Exhibit 10(f)16
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
OF
SAVANNAH ELECTRIC AND POWER COMPANY
1As Amended and Restated, Effective July 23, 1986.
Designation of Beneficiary
Supplemental Executive Retirement Plan
of
Savannah Electric and Power Company
As a Participant in the Supplemental Executive Retirement
Plan of Savannah Electric and Power Company, I hereby designate
the following person(s) as "Designated Beneficiary," as that term
is defined and used in the Plan:
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I understand that the Designated Beneficiary named above may be
changed or revoked by me at any time by filing a new designation
in writing with the Committee.
Date_____________________________
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Signature of Participant
TABLE OF CONTENTS
ARTICLE I - STATEMENT OF PURPOSE 1
ARTICLE II - DEFINITIONS 1
2.01 Terms . . . . . . . . . . . . . . . . . . . . . . . 1
2.02 Accrued SERP Retirement Benefit . . . . . . . . . . 1
2.03 Assumed Pension Plan Retirement Benefit . . . . . . 1
2.04 Committee . . . . . . . . . . . . . . . . . . . . . 2
2.05 Company . . . . . . . . . . . . . . . . . . . . . . 2
2.06 Credited Service . . . . . . . . . . . . . . . . . 2
2.07 Designated Beneficiary . . . . . . . . . . . . . . 2
2.08 Disability Benefit . . . . . . . . . . . . . . . . 2
2.09 Disability Date . . . . . . . . . . . . . . . . . . 2
2.10 Early Retirement Date . . . . . . . . . . . . . . . 2
2.11 Early Retirement Factor . . . . . . . . . . . . . . 2
2.12 Eligible Spouse . . . . . . . . . . . . . . . . . . 3
2.13 Final Average Salary . . . . . . . . . . . . . . . 3
2.14 Normal Retirement Date . . . . . . . . . . . . . . 3
2.15 Participant . . . . . . . . . . . . . . . . . . . . 3
2.16 Pension Plan . . . . . . . . . . . . . . . . . . . 3
2.17 Pension Plan Spouse's Allowance . . . . . . . . . . 3
2.18 Plan . . . . . . . . . . . . . . . . . . . . . . . 3
2.19 Postponed Retirement Date . . . . . . . . . . . . . 3
2.20 Salary . . . . . . . . . . . . . . . . . . . . . . 4
2.21 SERP Death Benefit . . . . . . . . . . . . . . . . 4
2.22 SERP Disability Benefit . . . . . . . . . . . . . . 4
2.23 SERP Retirement Benefit . . . . . . . . . . . . . . 4
2.24 Severance Date . . . . . . . . . . . . . . . . . . 4
2.25 Social Security Amount . . . . . . . . . . . . . . 4
2.26 Total Disability and Totally Disabled . . . . . . . 4
2.27 Vested Percentage . . . . . . . . . . . . . . . . . 5
ARTICLE III - ELIGIBILITY AND PARTICIPATION 5
3.01 Eligibility . . . . . . . . . . . . . . . . . . . . 5
3.02 Participation . . . . . . . . . . . . . . . . . . . 5
ARTICLE IV - RETIREMENT BENEFITS 5
4.01 Normal Retirement . . . . . . . . . . . . . . . . . 5
4.02 Early Retirement . . . . . . . . . . . . . . . . . 6
4.03 Postponed Retirement . . . . . . . . . . . . . . . 6
4.04 Commencement of Payment . . . . . . . . . . . . . . 7
4.05 Re-employment of Retired Participant . . . . . . . 7
ARTICLE V - PRERETIREMENT DEATH BENEFITS 7
5.01 Death Benefit . . . . . . . . . . . . . . . . . . . 7
5.02 Payment . . . . . . . . . . . . . . . . . . . . . . 8
ARTICLE VI - DISABILITY BENEFITS 8
6.01 Disability Prior to Retirement Date . . . . . . . . 8
6.02 Benefit at Retirement Date . . . . . . . . . . . . . 9
i
ARTICLE VII - SEVERANCE BENEFITS 10
7.01 Eligibility . . . . . . . . . . . . . . . . . . . . 10
7.02 Participant Benefit . . . . . . . . . . . . . . . . 10
7.03 Spousal Benefit . . . . . . . . . . . . . . . . . . 10
7.04 Resumption of Employment After Severance . . . . . 11
ARTICLE VIII - ADMINISTRATIVE COMMITTEE 11
8.01 Authority . . . . . . . . . . . . . . . . . . . . . 11
8.02 Voting . . . . . . . . . . . . . . . . . . . . . . 11
8.03 Records . . . . . . . . . . . . . . . . . . . . . . 11
8.04 Liability . . . . . . . . . . . . . . . . . . . . . 12
ARTICLE IX - AMENDMENT AND TERMINATION 12
ARTICLE X - MISCELLANEOUS 12
10.01 Non-Alienation of Benefits . . . . . . . . . . 12
10.02 No Trust Created . . . . . . . . . . . . . . . 13
10.03 No Employment Agreement . . . . . . . . . . . 13
10.04 Binding Effect . . . . . . . . . . . . . . . . 13
10.05 Suicide . . . . . . . . . . . . . . . . . . . 13
10.06 Claims for Benefits . . . . . . . . . . . . . 13
10.07 Entire Plan . . . . . . . . . . . . . . . . . 14
10.08 Merger or Consolidation . . . . . . . . . . . 14
10.09 Age Differential of Spouse . . . . . . . . . . 14
ARTICLE XI - CONSTRUCTION 14
11.01 Governing Law . . . . . . . . . . . . . . . . 14
11.02 Gender . . . . . . . . . . . . . . . . . . . . 15
11.03 Headings, etc. . . . . . . . . . . . . . . . . 15
11.04 Children . . . . . . . . . . . . . . . . . . . 15
11.05 Action . . . . . . . . . . . . . . . . . . . . 15
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ARTICLE I
STATEMENT OF PURPOSE
This Plan is designed and implemented for the purpose of
enhancing the earnings and growth of Savannah Electric and Power
Company by providing to the limited group of management employees
largely responsible for such earnings and long-term growth
deferred compensation in the form of supplemental retirement
income benefits, thereby increasing the incentive of such key
management employees to make the Company more profitable. The
benefits are normally payable to Participants upon retirement,
disability or death. The terms of the benefits operate in
conjunction with the Participant's benefits payable under the
Company's Employees' Retirement Plan of Savannah Electric and
Power Company (the "Pension Plan") and the Savannah Electric and
Power Company Long-Term Disability Plan, and are designed to
supplement such Pension Plan benefits and provide the participant
with additional financial security upon retirement, disability or
death.
ARTICLE II
DEFINITIONS
2.01 Terms - Unless otherwise clearly required by the
context, the terms used herein shall have the following meanings.
2.02 Accrued SERP Retirement Benefit shall mean the amount
determined by multiplying the Participant's SERP Retirement
Benefit times a fraction (not exceeding 1.0, the numerator of
which is the number of years and months of Credited Service
completed on the Participant's Early Retirement Date, Severance
Date or any other date (but not beyond his Normal Retirement
Date), whichever is applicable, and the denominator of which
shall be the greater of (i) the number of years and months of
Credited Service which the Participant would have completed upon
attainment of age 62 if he had remained employed until such time
or (ii) 15 years of Credited Service.] 1
1
2.03 Assumed Pension Plan Retirement Benefit shall mean the
actual annual retirement benefit a Participant would receive
pursuant to the Pension Plan calculated with the following
assumptions:
(a) A married Participant selects to receive his
retirement benefit under Option B of Section 5.06(a) of the
Pension Plan on a life and 75% joint survivor basis.
(b) A single Participant selects to receive his
retirement benefit under Option A of Section 5.06(a) of the
Pension Plan on a life and ten-year certain basis.
2.04 Committee - The Administrative Committee appointed by
the Board of Directors of the Company to administer this Plan.
2.05 Company shall mean Savannah Electric and Power Company
and any successor to Savannah Electric and Power Company by
merger, purchase or otherwise.
2.06 Credited Service shall have the same meaning as set
forth in Article 4, Section 4.02 of the Pension Plan.
2.07 Designated Beneficiary - One or more beneficiaries, as
designated by a Participant in writing delivered to the
Committee, to whom certain Pre-Retirement Death Benefit payments
shall be made pursuant to the provisions of Article 5.02. In the
event no such written designation is made by the Participant or
if such beneficiary shall not be living or in existence at the
time for commencement of payment, the Participant shall be deemed
to have designated his estate as such beneficiary.
2.08 Disability Benefit shall mean a totally disabled
Participant's actual annual disability benefit paid pursuant to
the Savannah Electric and Power Company Long-Term Disability
Income Plan.
2.09 Disability Date shall have the same meaning as
"Elimination Period" as set forth in the Savannah Electric and
Power Company Long-Term Disability Income Plan.
2.10 Early Retirement Date shall have the same meaning as
set forth in Article 5, Section 5.02(a) of the Pension Plan.
2.11 Early Retirement Factor shall be a fraction, the
numerator of which shall be [the number of years and months of
Credited Service which the Participant would have, completed at
the commencement of benefits from this Plan if he had remained
employed until such time and the denominator of which shall be
the Participant's number of years and months of Credited Service
which he would have completed at attainment of age 62 if he had
remained employed until such age.]1
2.12 Eligible Spouse shall mean the spouse of a Participant
who under the laws of the state where the marriage was
contracted, is deemed married to that Participant on the date on
which the payments from this Plan are to begin to the
Participant, except that for purposes of Article V - Pre-
Retirement Death Benefits, Eligible Spouse shall mean a person
who is married to a Participant for a period of at least twelve
months prior to his death.
2.13 Final Average Salary shall mean a Participant's average
yearly Salary (as defined in Article 2.20) during the 36 months
of highest compensation within the 120 month period immediately
preceding the earliest to occur of the Participant's Severance
Date, Disability Date, date of death, Early Retirement Date, or
Normal Retirement Date, whichever is applicable. In the event
the Participant does not have at least 36 months of regular
employment with the Company, Final Average Salary shall mean the
average yearly Salary for the Participant's total number of
calendar months of employment. Provided, however, if a
Participant dies during Total Disability, Final Average Salary
shall be determined for the appropriate months immediately
preceding the Participant's Disability Date.
2.14 Normal Retirement Date shall mean the first day of the
calendar month following the birthday on which a Participant
attains the age of 65.
2.15 Participant shall mean an employee of the Company who
is eligible and is participating in the Plan in accordance with
Article Ill of this Plan.
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2.16 Pension Plan shall mean the "Employees' Retirement Plan
of Savannah Electric and Power Company" (amended to January 1,
1986), as it may from time to time be amended in the future.
2.17 Pension Plan Spouse's Allowance shall mean an Eligible
Spouse's actual pre-retirement death benefit pursuant to Article
5, Section 5.04 of the Pension Plan.
2.18 Plan shall mean the "Supplemental Executive Retirement
Plan of Savannah Electric and Power Company" as contained herein
and as may be amended from time to time hereafter.
2.19 Postponed Retirement Date shall mean the first day of
the calendar month on which a Participant actually retires after
his Normal Retirement Date.
2.20 Salary shall mean the annual compensation paid by the
Company to a Participant as reflected in Internal Revenue Service
Form W-2, plus amounts of compensation deferred under any
deferred compensation plan or arrangement (including, without
limitation, the Deferred Compensation Plan for Key Employees of
Savannah Electric and Power Company and which but for the
deferral would have been reflected in Form W-2).
2.21 SERP Death Benefit shall mean an amount equal to:
Fifty-two and one-half percent (52 1/2%) of the Participant's
Final Average Salary, reduced by both of the following:
(1) the Participant's Pension Plan Pre-Retirement
Death Benefit (Spouse's Benefit), if any, and
(2) [fifty percent (50%)]1 of the Participant's Social
Security Amount.
2.22 SERP Disability Benefit shall mean an amount equal to:
Seventy percent (70%) of the Participant's Final Average Salary,
reduced by both of the following:
(1) the Participant's Disability Benefit, if any, and
(2) the Participant's Social Security Amount.
2.23 SERP Retirement Benefit shall mean an amount equal to:
Seventy percent (70%) of the Participant's Final Average Salary,
reduced by both of the following:
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(1) the Participant's Assumed Pension Plan Retirement
Benefit, and
(2) [fifty percent (50%)]1 of the Participant's Social
Security Amount.
2.24 Severance Date shall mean the date a Participant leaves
the employ of the Company other than for retirement, Total
Disability or death.
2.25 Social Security Amount shall have the same meaning as
set forth in Article I Section 1.19 of the Pension Plan.
2.26 Total Disability and Totally Disabled shall have the
same meaning as set forth in the Savannah Electric and Power
Company Long-Term Disability Plan.
2.27 Vested Percentage - a Participant's Vested Percentage
shall be determined as follows:
Years of Credited
Service at Severance Date Vested Percentage
6 10%
7 20%
8 30%
9 40%
10 50%
11 60%
12 70%
13 80%
14 90%
15 or more 100%
Provided, however, the Vested Percentage of a Participant who has
attained age 60 shall be 100%.
ARTICLE III
ELIGIBILITY AND PARTICIPATION
3.01 Eligibility. The Committee shall have the sole
discretion to determine the employees that are eligible to become
Participants in accordance with the purposes of the Plan.
3.02 Participation. The Committee shall notify those
employees selected as Participants of their participation and
resulting benefits.
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ARTICLE IV
RETIREMENT BENEFITS
4.01 Normal Retirement.
(a) Participant Benefit. Upon retirement at his
Normal Retirement Date, a Participant becomes entitled to the
"Normal Retirement Benefit" as defined in this Article 4.01(a).
The Normal Retirement Benefit is an amount equal to 1/12th of the
Participant's SERP Retirement Benefit, payable monthly during the
Participant's lifetime.
(b) Spousal Benefit. Upon the death of a retired
Participant either receiving or entitled to receive a Normal
Retirement Benefit survived by an Eligible Spouse, such Eligible
Spouse becomes entitled to the benefit defined in this Article
4.01(b). The Eligible Spouse's benefit is a monthly amount equal
to 75% of the deceased Participant's Normal Retirement Benefit,
payable monthly to the Eligible Spouse during her lifetime.
4.02 Early Retirement.
(a) Participant Benefit. Upon retirement at his Early
Retirement Date, a Participant becomes entitled to the "Early
Retirement Benefit" as defined in this Article 4.02(a). The Early
Retirement Benefit is an amount equal to 1/12th of the
Participant's Accrued SERP Retirement Benefit (as adjusted below,
where applicable), payable monthly during the Participant's
lifetime. [For purposes of determining the Participant's Accrued
SERP Retirement Benefit, 70% of Final Average Salary shall be
reduced by the Early Retirement Factor where the Participant's
Retirement Income from the Pension Plan commences prior to the
Participant's attainment of age 62.]1
(b) Spousal Benefit. Upon the death of a retired
Participant either receiving or entitled to receive an Early
Retirement Benefit survived by an Eligible Spouse, such Eligible
Spouse becomes entitled to the benefit defined in this Article
4.02(b). If the Participant was receiving his Early Retirement
Benefit at the time of his death, the Eligible Spouse's benefit
is a monthly amount equal to 75% of the deceased Participant's
6
actual Early Retirement Benefit, payable monthly to the Eligible
Spouse during her lifetime. If the Participant's death occurs
prior to commencement of payment of his Early Retirement Benefit,
the Eligible Spouse's benefit is a monthly amount equal to 75% of
the deceased Participant's Early Retirement Benefit calculated as
if payment of such Participant's Early Retirement Benefit had
commenced at his date of death, payable monthly to the Eligible
Spouse during her lifetime.
4.03 Postponed Retirement.
(a) Participant Benefit. Upon retirement at a
Postponed Retirement Date, a Participant becomes entitled to the
"Postponed Retirement Benefit" as defined in this Article
4.03(a). The Postponed Retirement Benefit shall be equal to the
Participant's Normal Retirement Benefit (as defined in Article
4.01(a)) as if he had retired on his Normal Retirement Date. No
additional benefits shall accrue to any Participant after his
Normal Retirement Date.
(b) Spousal Benefit. Upon the death of a retired
Participant receiving or entitled to receive a Postponed
Retirement Benefit survived by an Eligible Spouse, such Eligible
Spouse becomes entitled to the benefit defined in this Article
4.03(b). The Eligible Spouse's benefit is a monthly amount equal
to 75% of the deceased Participant's Postponed Retirement
Benefit, payable monthly to the Eligible Spouse during her
lifetime.
(c) Death Benefit. In the event a Participant, whose
retirement is postponed beyond his Normal Retirement Date, dies
prior to his Postponed Retirement Date, he shall be considered to
have retired on his Normal Retirement Date for the purpose of
determining retirement benefits payable to his surviving Eligible
Spouse.
4.04 Commencement of Payment. The payment of all
Participant retirement benefits under this Article IV shall
commence at the same time as retirement income payments from the
Pension Plan. All benefits payable to an Eligible Spouse under
7
this Article IV shall commence within 60 days of the
Participant's death.
4.05 Re-employment of Retired Participant. A retired
Participant receiving or eligible to receive retirement benefits
under this Article IV who is re-employed by the Company shall be
ineligible to again participate in the Plan.
ARTICLE V
PRERETIREMENT DEATH BENEFITS
5.01 Death Benefit. Upon the death of a Participant while
employed, or while receiving disability retirement benefits
pursuant to Article 6.01 hereof, prior to the earlier of either
his Early Retirement Date or Normal Retirement Date, a "Pre--
Retirement Death Benefit" as defined in this Article 5.01 shall
be payable; provided, however, such Pre-Retirement Death Benefit
shall be payable only if the deceased Participant is survived by
either an Eligible Spouse or children under age 21. The Pre-
Retirement Death Benefit is an amount equal to 1/12th of the
Participant's SERP Death Benefit.
5.02 Payment.
(a) If the deceased Participant is survived by an
Eligible Spouse, the Pre-Retirement Death Benefit shall be paid
monthly to such Eligible Spouse during her lifetime. Provided,
further, that if upon the death of such Eligible Spouse there be
then living any children of the Participant under age 21, the
Pre-Retirement Death Benefit shall be paid monthly to the
Participant's Designated Beneficiary until the last such
surviving child reaches age 21.
(b) If the deceased Participant is not survived by an
Eligible Spouse but is survived by children under age 21, the
Pre-Retirement Death Benefit shall be paid monthly to the
Participant's Designated Beneficiary until the last such
surviving child reaches age 21.
ARTICLE VI
8
DISABILITY BENEFITS
6.01 Disability Prior to Retirement Date.
(a) Benefit. In the event of the Total Disability of
a Participant prior to his Normal Retirement Date, the
Participant becomes entitled to a disability retirement benefit
as defined in this Article 6.01(a). Said disability retirement
benefit shall be determined at the Participant's Disability Date
and shall be equal to 1/12th of the Participant's SERP Disability
Benefit.
(b) Payment. Such disability benefits shall be
payable monthly to the disabled Participant until the earliest
of:
(i) he resumes working;
(ii) he refuses to submit to a medical examination
or a related series of examinations by a physician or physicians
acceptable to the Committee when such examination or related
series of examinations is requested by the Committee (but not
more often than semi-annually), to determine whether he is
eligible for continuation of his disability retirement benefit.
These examinations requested by the Committee shall be at the
expense of the Company;
(iii) the Committee determines on the basis of
a medical examination herein authorized, or other evidence
obtained by said Committee that he has sufficiently recovered to
work;
(iv) he dies;
(v) he elects to retire at his Early Retirement
Date; or
(vi) he reaches his Normal Retirement Date.
(c) Re-employment of Disabled Participant. A Totally
Disabled Participant who returns to regular active employment
with the Company shall be considered to have been on an
authorized leave of absence during the period he was disabled
and, if he shall in due course become entitled to retirement
benefits hereunder, the period of his Total Disability shall be
9
included in his Credited Service and his Salary during such
period of Total Disability shall be considered to have been at
the rate of his annual salary in effect during the calendar year
next preceding commencement of his Total Disability.
6.02 Benefit at Retirement Date.
(a) Benefit. Upon reaching the earlier of his Early
Retirement Date or his Normal Retirement Date, a Participant
receiving the disability retirement benefit defined in Article
6.01 above shall become entitled to disability retirement
benefits, in lieu of the retirement benefits of Article IV, as
defined in this Article 6.02(a). Said benefits shall be
calculated at either the Participant's Early Retirement Date or
Normal Retirement Date, as the case may be, and shall be equal to
either the Participant's Early Retirement Benefit (and associated
Eligible Spouse's benefit) or Normal Retirement Benefit (and
associated Eligible Spouse's benefit), as the case may be, as
described in Articles 4.01 and 4.02 as if such disabled
Participant had actually retired upon his Early Retirement Date
or his Normal Retirement Date, with the prior period of Total
Disability being treated as Credited Service. Provided, however,
in determining said Early Retirement Benefit or Normal Retirement
Benefit, as the case may be, the Participant's Final Average
Salary shall be calculated as of his Disability Date.
(b) Payment. Said disability retirement benefit(s)
shall be payable in the same manner as the retirement benefits in
Article 4.01 - Normal Retirement or Article 4.02 - Early
Retirement, as the case may be, as if the Participant had
actually retired.
ARTICLE VII
SEVERANCE BENEFITS
7.01 Eligibility. A Participant whose employment is
terminated other than by death, Total Disability or retirement
prior to completing five (5) years of Credited Service shall not
be entitled to receive any benefits under this Plan.
10
7.02 Participant Benefit. A Participant whose employment is
terminated (other than by death, Total Disability or retirement)
after completing five (5) years of Credited Service shall be
entitled to receive the "Severance Benefit" described in this
Article 7.02. The Severance Benefit is an amount equal to 1/12th
of the Participant's Vested Percentage of his Accrued SERP
Retirement Benefit calculated as of his Severance Date, adjusted
as follows: For purposes of determining the Participant's Accrued
SERP Retirement Benefit, 70% of Final Average Salary shall be
reduced by the Early Retirement Factor under the Pension Plan
where the Participant's retirement benefit commences prior to the
Participant's attainment of age 62.
A Participant's Severance Benefit shall be paid monthly to
him for his lifetime, beginning at the same time when retirement
income payments under the Pension Plan commence.
7.03 Spousal Benefit. Upon the death of a Participant who
(i) has attained age 55; (ii) is either receiving or entitled to
receive a Severance Benefit; and (iii) is survived by an Eligible
Spouse, such Eligible Spouse becomes entitled to the benefit
defined in this Article 7.03. If the Participant was receiving
his Severance Benefit at the time of his death, the Eligible
Spouse's benefit is an amount equal to 75% of the deceased
Participant's actual Severance Benefit, payable monthly to the
Eligible Spouse for her lifetime. If the Participant's death
occurs prior to commencement of payment of his Severance Benefit,
the Eligible Spouse's benefit is a monthly amount equal to 75% of
the deceased Participant's Severance Benefit calculated as if
payment of such Participant's Severance Benefit had commenced at
his date of death, payable monthly to the Eligible Spouse during
her lifetime. All benefit payments to an Eligible Spouse
11
hereunder shall commence within 60 days of the Participant's
death.
7.04 Resumption of Employment After Severance. In the event
a Participant entitled to a Severance Benefit but prior to
commencement of payment of such benefit is re-employed by the
Company in a capacity which entitles him to participate in this
Plan, he shall forfeit such Severance Benefit and shall
participate in the Plan as if his service with the Company had
never terminated; provided, however, he shall not receive any
Credited Service for time between his termination of employment
and his re-employment. Anything in the foregoing to the contrary
notwithstanding, however, if at the time of the Participant's re-
employment payment of his Severance Benefit has already
commenced, he shall be ineligible to again commence participation
in this Plan and shall, therefore, have no right, claim or
entitlement to any benefits hereunder other than to payment of
such Severance Benefit.
ARTICLE VIII
ADMINISTRATIVE COMMITTEE
8.01 Authority. This Plan shall be administered by an
Administrative Committee of not less than three (3) members
appointed by the Board of Directors of Savannah Electric and
Power Company. The Board of Directors may from time to time
appoint members of the Committee in substitution for the members
previously appointed and may fill vacancies, however caused. The
Committee shall have all powers necessary to enable it to carry
out its duties in the administration of the Plan. Not in
limitation, but in application of the foregoing, the Committee
shall have the duty and power to determine all questions that may
arise hereunder as to the status and rights of participants in
the Plan.
8.02 Voting. The Committee shall act by a majority of the
number then constituting the Committee, and such action may be
12
taken either by a vote at a meeting or in writing without a
meeting.
8.03 Records. The Committee shall keep a complete record of
all its proceedings and all data relating to the administration
of the Plan. The Committee shall select one of its members as a
Chairman. The Committee shall appoint a Secretary to keep
minutes of its meetings and the Secretary may or may not be a
member of the Committee. The Committee shall make such rules and
regulationsfor theconduct ofits businessasit shalldeem advisable.
8.04 Liability. No member of the Committee shall be
personally liable for any actions taken by the Committee unless
the member's action involves willful misconduct.
ARTICLE IX
AMENDMENT AND TERMINATION
The Company reserves the right, at any time or from time to
time, by action of its Board of Directors, to modify or amend in
whole or in part any or all provisions of the Plan. In addition,
the Company reserves the right by action of its Board of
Directors to terminate the Plan in whole or in part. Provided,
however, such termination shall not affect any vested accrued
benefits of participants hereunder.
Notwithstanding any provision of this Plan, should there be
a change in the Internal Revenue Code prior to January 1, 1985,
which would adversely affect the Company's operation of this
Plan, the Board of Directors may, at its option, terminate this
Plan and distribute the amounts deferred to the Participants plus
compound interest at the rate of nine percent (9%) per annum.
ARTICLE X
MISCELLANEOUS
10.01 Non-Alienation of Benefits. No right or benefit
under the Plan shall be subject to anticipation, alienation,
sale, assignment, pledge, encumbrance or charge, and any attempt
to anticipate, alienate, sell, assign, pledge, encumber or charge
13
any right or benefit under the Plan shall be void. No right or
benefit hereunder shall in any manner be liable for or subject to
the debts, contracts, liabilities or torts of the person entitled
to such benefits. If the Participant, Eligible Spouse, or any
other beneficiary hereunder shall become bankrupt, or attempt to
anticipate, alienate, sell, assign, pledge, encumber, or charge
any right hereunder, then such right or benefit shall, in the
discretion of the Committee, cease and terminate, and in such
event, the Committee may hold or apply the same or any part
thereof for the benefit of the Participant or his spouse,
children or other dependents, or any of them, in such manner and
in such amounts and proportions as the Committee may deem proper.
10.02 No Trust Created. The obligations of the Company
to make payments hereunder shall constitute a liability of the
Company to a Participant. Such payments shall be made from the
general funds of the Company, and the Company shall not be
required to establish or maintain any special or separate fund,
or purchase or acquire life insurance on a Participant's life, or
otherwise to segregate assets to assure that such payment shall
be made, and neither a Participant, Eligible Spouse, or any other
beneficiary shall have any interest in any particular asset of
the Company by reason of its obligations hereunder. Nothing
contained in the Plan shall create or be construed as creating a
trust of any kind or any other fiduciary relationship between the
Company and a Participant or any other person.
10.03 No Employment Agreement. Neither the execution of
this Plan nor any action taken by the Company pursuant to this
Plan shall be held or construed to confer on a Participant any
legal right to be continued as an Employee of the Company in an
executive position or in any other capacity whatsoever. This
Plan shall not be deemed to constitute a contract of employment
between the Company and a Participant, nor shall any provision
herein restrict the right of any Participant to terminate his
employment with the Company.
14
10.04 Binding Effect. Obligations incurred by the
Company pursuant to this Plan shall be binding upon and inure to
the benefit of the Company, its successors and assigns, and the
Participant, his Eligible Spouse or other beneficiary.
10.05 Suicide. Except as hereinafter provided, no
benefit shall be payable under the Plan to a Participant,
Eligible Spouse or other beneficiary where such Participant dies
as a result of suicide within two (2) years of his commencement
of participation herein.
10.06 Claims for Benefits. Each Participant or
beneficiary must claim any benefit to which he is entitled under
this Plan by a written notification to the Committee. If a claim
is denied, it must be denied within a reasonable period of time,
and be contained in a written notice stating the following:
A. The specific reason for the denial.
B. Specific reference to the Plan provision on which the
denial is based.
C. Description of additional information necessary for the
claimant to present his claim, if any, and an explanation of why
such material is necessary.
D. An explanation of the Plan's claims review procedure.
The claimant will have 60 days to request a review of the
denial by the Committee, which will provide a full and fair
review. The request for review must be in writing delivered to
the Committee. The claimant may review pertinent documents, and
he may submit issues and comments in writing.
The decision by the Committee with respect to the review
must be given within 60 days after receipt of the request, unless
special circumstances require an extension (such as for a
hearing). In no event shall the decision be delayed beyond 120
days after receipt of the request for review. The decision shall
be written in a manner calculated to be understood by the
claimant, and it shall include specific reasons and refer to
special Plan provisions as to its effect.
15
10.07 Entire Plan. This document and any amendments
contain all the terms and provisions of the Plan and shall
constitute the entire Plan, any other alleged terms or provisions
being of no effect.
10.08 Merger or Consolidation. In the event of a merger
or a consolidation by the Company with another corporation, or
the acquisition of substantially all of the assets or outstanding
stock of the Company by another corporation, then and in such
event the obligations and responsibilities of the Company under
this Plan shall be assumed by any such successor or acquiring
corporation, and all of the rights, privileges and benefits of
the Participants hereunder shall continue.
10.09 Age Differential of Spouse. If a Participant's
Eligible Spouse at the time of commencement of a (i) Normal
Retirement Benefit; (ii) Early Retirement Benefit;
(iii) Postponed Retirement Benefit; (iv) Pre-Retirement Death
Benefit; or (v) Severance Benefit, is more than ten years younger
than the Participant, the monthly benefits payable hereunder
shall be reduced actuarially using actuarial assumptions under
Section 5.06 of the Pension Plan and assuming that the Eligible
Spouse is ten years older than such spouse's attained age.
ARTICLE XI
CONSTRUCTION
11.01 Governing Law. This Plan shall be construed and
governed in accordance with the laws of the State of Georgia.
11.02 Gender. The masculine gender, where appearing in
the Plan, shall be deemed to include the feminine gender, and the
singular may include the plural, unless the context clearly
indicates to the contrary.
11.03 Headings, etc. The cover page of this Plan, the
Table of Contents and all headings used in this Plan are for
convenience of reference only and are not part of the substance
of this Plan.
16
11.04 Children. All references in the Plan to a
Participant's children shall include both natural and adopted
children.
11.05 Action. Any action under this Plan required or
permitted by the Company shall be by action of its Board of
Directors or its duly authorized designee.
This Plan in its original form was adopted and became
effective on January 1, 1984. This Plan, as amended on July 23,
1986 (Amendment No. 1), herein described is effective as of, and
with respect to Supplemental Executive Retirement Plan Agreements
entered into on or after, January 1, 1987.
SAVANNAH ELECTRIC AND POWER COMPANY
By:
A.M. Gignilliat, Jr.
President and Chief Executive
Officer
ATTEST:
K. R. Willis
Treasurer and Secretary
/sd
(Corporate Seal)
17
SAVANNAH ELECTRIC AND POWER COMPANY
C E R T I F I C A T E
I, Grace E. Arnold, DO HEREBY CERTIFY, that I am Secretary
of Savannah Electric and Power Company (hereinafter called the
"Company") , a Georgia corporation, and attached hereto is a
true, correct and complete copy of certain resolutions duly
adopted by the Board of Directors of Savannah Electric and Power
Company at a meeting duly convened and held on May 21, 1991, at
which meeting a quorum for the transaction of business was
present and acting throughout and that said resolutions have not
been altered, amended or rescinded and that the same is now in
full force and effect.
WITNESS my hand and the corporate seal of Savannah Electric
and Power Company, this 28th day of May, 1991.
Secretary of
Savannah Electric and Power Company
/sd
RESOLVED: To amend Section 2.20 of the Supplemental Executive
Retirement Plan (SERP) effective January 1, 1991, as follows:
2.20 Salary shall mean the annual compensation, excluding any
incentive plan compensation, paid by the Company to a Participant
plus amounts of compensation deferred under any deferred
compensation plan or arrangement (including, without limitation,
the Deferred Compensation Plan for Key Employees of Savannah
Electric and Power Company.)
RESOLVED: That the Manager-Human Resources be, and hereby is,
named as a member of the Administrative Committee for each of the
following plans: Savannah Electric and Power Company Employees'
Retirement Plan, the Employee Stock Ownership Plan of Savannah
Electric and Power Company, the 401(k) Employee Savings Plan, the
Supplemental Executive Retirement Plan, the Deferred Compensation
Plan for Key Employees and the Deferred Compensation Plan for
Directors.
###
IN WITNESS WHEREOF, Savannah Electric and Power Company has
caused these Amendments to be duly adopted and the same to be
executed by its duly authorized corporate officers and its
corporate seal to be affixed hereto, this 21st day of May, 1991.
SAVANNAH ELECTRIC AND POWER COMPANY
By:
A. M. Gignilliat, Jr., President &
CEO
Attest:
G. E. Arnold, Secretary
(Corporate Seal)
RESOLVED: To amend section 2.20 of the Supplemental Executive
Retirement Plan (SERP) effective January 1, 1991, as follows:
2.20 Salary shall mean the annual compensation, excluding any
incentive plan compensation, paid by the Company to a Participant
plus amounts of compensation deferred under any deferred
compensation plan or arrangement (including, without limitation,
the Deferred Compensation Plan for Key Employees of Savannah
Electric and Power Company.)
(adamscl) h:\wpdocs\mtd\savannah\serp.pln
THIRD AMENDMENT TO THE SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN OF
SAVANNAH ELECTRIC AND POWER COMPANY
(AS AMENDED AND RESTATED EFFECTIVE
JULY 23, 1986)
WHEREAS, the Board of Directors of Savannah Electric
and Power Company (the "Company") heretofore adopted the
Supplemental Executive Retirement Plan of Savannah Electric and
Power Company (the "Supplemental Plan") in order to provide
certain key management employees of the Company with additional
retirement compensation; and
WHEREAS, the Plan is intended to operate in conjunction
with the Employees' Retirement Plan of Savannah Electric and
Power Company (the "Pension Plan"); and
WHEREAS, the Pension Plan has been amended and restated
to comply with the Tax Reform Act of 1986; and
WHEREAS, it is the Company's desire to amend the
Supplemental Plan at this time to acknowledge the changes to the
Pension Plan and to address other issues concerning the operation
of the Supplemental Plan; and
WHEREAS, the Company has reserved the right to amend
the Supplemental Plan at any time in Article IX.
NOW, THEREFORE, effective October 12, 1994, the Company
hereby amends the Plan as follows:
1.
Article I is amended by clarifying the reference to the
Savannah Electric and Power Company Long-Term Disability Plan to
mean the Savannah Electric and Power Company Long Term Disability
Income Plan.
2.
Section 2.02 of the Plan is amended by deleting such
Section in its entirety and inserting the following:
Accrued SERP Retirement Benefit shall mean
the amount determined by multiplying the
Participant's SERP Retirement Benefit times a
fraction [not exceeding 1.0, the numerator of
which is the number of years and months of
Credited Service completed on the
Participant's Early Retirement Date,
Severance Date or any other date, whichever
is applicable, and the denominator of which
shall be greater of (i) the number of years
and months of Credited Service which the
Participant would have completed upon
attainment of age 62 if he had remained
employed until such time or (ii) 15 years of
Credited Service.]1
3.
Section 2.03(a) is amended by deleting such provision
in its entirety and inserting the following:
(a) A married Participant elects to receive
his retirement benefit on a life and
seventy-five percent (75%) joint
survivor basis.
4.
Section 2.03(b) is amended by deleting such provision
in its entirety and inserting the following:
(b) A single Participant elects to receive
his retirement benefit on a life and
ten-year certain basis.
5.
Section 2.04 is amended by deleting such provision in its
entirety and inserting the following:
Committee shall mean the Administrative
Benefits Committee appointed by the Board of
Directors of the Company to administer the
Plan.
6.
Section 2.06 is amended by deleting such provision in its
entirety and inserting the following:
Credited Service shall have the same meaning
as set forth in Article 4, Sections 4.02 and
4.05 of the Pension Plan.
7.
Section 2.11 of the Plan is amended by deleting such
provision in its entirety and inserting the following:
Early Retirement Factor shall be a fraction
not exceeding 1.0, the numerator of which
shall be [the number of years and months of
Credited Service which the Participant would
have completed at the commencement of
benefits from this Plan if he had remained
employed until such time and the denominator
of which shall be the Participant's number of
years and months of Credited Service which he
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would have completed at attainment of age 62
if he had remained employed until such age.]1
8.
Section 2.13 of the Plan is amended by deleting the first
sentence of this provision and inserting the following:
Final Average Salary shall mean a
Participant's average yearly Salary (as
defined in Article 2.20) during the 36 months
of highest compensation within the 120 month
period immediately preceding the earliest to
occur of the Participant's Severance Date,
Disability Date, date of death, Early
Retirement Date, Normal Retirement Date, or
Postponed Retirement Date, whichever is
applicable.
9.
Section 2.16 is amended by deleting such provision in
its entirety and inserting the following:
2.16 Pension Plan shall mean the
"Employees' Retirement Plan of Savannah
Electric and Power Company" (amended and
restated effective January 1, 1989), as it
may from time to time be amended in the
future.
10.
Section 2.17 is amended by deleting such provision in
its entirety and inserting the following:
2.17 Pension Plan Spouse's Allowance
shall mean the preretirement death benefit
determined pursuant to Section 7.03 of the
Pension Plan.
11.
Section 2.25 is amended by deleting such provision in
its entirety and inserting the following:
2.25 Social Security Amount shall have
the same meaning as set forth in Section 1.29
of the Pension Plan.
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12.
Section 2.26 is amended by deleting such provision in
its entirety and inserting the following:
2.26 Total Disability and Totally
Disabled shall have the same meaning as set
forth in the Savannah Electric and Power
Company Long Term Disability Income Plan.
13.
Section 4.03(a) of the Plan is amended by deleting the
second and third sentences thereof in their entirety and by
inserting the following:
The Postponed Retirement Benefit shall be
equal to 1/12th of the Participant's SERP
Retirement Benefit payable monthly during the
Participant's lifetime.
14.
Section 4.03(c) of the Plan is amended by deleting such
provision in its entirety.
IN WITNESS WHEREOF, the Board of Directors of Savannah
Electric and Power Company hereby approves this Third Amendment
to the Supplemental Executive Retirement Plan of Savannah
Electric and Power Company, as executed by the undersigned
authorized officer, and further authorizes such other actions
necessary to implement this Amendment this _____ day of
________________, 1994, to be effective as of October 12, 1994.
SAVANNAH ELECTRIC AND POWER COMPANY
By:
Arthur M. Gignilliat, Jr.
President and Chief Executive
Officer
ATTEST:
By:
Lavonne K. Calandra
Corporate Secretary
(CORPORATE SEAL)
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