Exhibit 10(f)17
DEFERRED COMPENSATION PLAN
FOR
______________________
KEY EMPLOYEES
_____________________
OF
SAVANNAH ELECTRIC AND POWER COMPANY
1As Amended July 23, 1986. Effective July 23, 1986.
2As Amended September 16, 1987. Effective January 1,
1987.
TABLE OF CONTENTS
ARTICLE I STATEMENT OF PURPOSE . . . . . . . . . . . . . 1
ARTICLE II DEFINITIONS . . . . . . . . . . . . . . . 1
ARTICLE III ELIGIBILITY AND PARTICIPATION . . . . . . 3
ARTICLE IV RETIREMENT BENEFITS . . . . . . . . . . . . . 5
ARTICLE V SURVIVOR BENEFITS . . . . . . . . . . . . . . 7
ARTICLE VI DISABILITY BENEFITS . . . . . . . . . . . . . 9
ARTICLE VII SEVERANCE BENEFITS . . . . . . . . . . . . . . 10
ARTICLE VIII ADDITIONAL BENEFITS . . . . . . . . . . . . . 11
ARTICLE IX ACCRUAL OF BENEFITS . . . . . . . . . . . . . 11
ARTICLE X ADMINISTRATIVE COMMITTEE . . . . . . . . . . . 11
ARTICLE XI AMENDMENT AND TERMINATION . . . . . . . . . . 13
ARTICLE XII MISCELLANEOUS . . . . . . . . . . . . . . . . 13
ARTICLE XIII CONSTRUCTION . . . . . . . . . . . . . . . . . 16
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ARTICLE I
STATEMENT OF PURPOSE
The purpose of this Plan is to benefit Savannah Electric and
Power Company through increased incentive on the part of key
employees of the Company and to further the long-term growth and
earnings of the Company by offering long-term incentives in
addition to current compensation to the limited group of
management employees of the Company who will be largely
responsible for such growth.
ARTICLE II
DEFINITIONS
When used herein the following terms shall have the meanings
indicated unless a different meaning is clearly required by the
context.
1. "Annuity Starting Date": The date on which payment of
a benefit payable hereunder is to commence.
2. "Committee": The Administrative Committee appointed by
the Board of Directors of the Company to administer this Plan.
3. "Company": Savannah Electric and Power Company, a
Georgia corporation, and its corporate successors.
4. "Deferred Compensation Agreement": [The written
agreement between the Company and a Participant in substantially
the form attached hereto as Exhibit A and made a part hereof.]2
5. "Defined Contribution Plan": Shall include, but not be
limited to, any of the following qualified employer contribution
plans: (i) 401-K, cash or deferred profit sharing plan;
(ii) Thrift plans; (iii) defined contribution pension plans;
(iv) profit sharing plan; (v) employee stock ownership plan
(ESOP); and (vi) any other qualified defined contribution plan
meeting the qualifications prescribed by the Internal Revenue
Code, as described in TEFRA, or any subsequent amendments
thereto.
6. "Designated Beneficiary": One or more beneficiaries,
as designated in writing to the Committee, to whom payments
otherwise due to or for the benefit of the Participant hereunder
shall be made in the event of his death prior to the complete
payment of such benefit. In the event no such written
designation is made by a participant or if such beneficiary shall
not be in existence at the Participant's death or if such
beneficiary predeceases the Participant, the Participant shall be
deemed to have designated his estate as such beneficiary.
7. "Disability Retirement": Retirement from the employ of
the Company because of Total Disability.
8. "Disability Retirement Date": The date upon which a
Participant retires from the employ of the Company because of
Total Disability.
9. "Early Retirement": Retirement from the employ of the
Company upon or after attaining age sixty (60) but prior to age
sixty-five (65).
10. "Early Retirement Date": The date upon which a
Participant who has attained an age of at least sixty (60) but
has not yet reached age sixty-five (65) retires from the employ
of the Company.
11. "Employee": A person who is employed by the Company.
12. "Insurable": The life of a Participant is insurable at
the time of an election to defer compensation under this Plan by
an insurance company approved by the Committee and at premium
rates acceptable to the Committee in the exercise of its sole and
absolute discretion.
13. "Normal Retirement": Retirement from the employ of the
Company upon the Normal Retirement Date.
14. "Normal Retirement Date": The date upon which such
Participant attains the age of sixty-five (65).
15. "Participant": An Employee who is or hereafter becomes
eligible to participate in the Plan and does participate by
2
electing, in the manner specified herein, to defer compensation
pursuant to this Plan.
16. "Plan": The Deferred Compensation Plan for Key
Employees of Savannah Electric and Power Company contained
herein, and as may be amended from time to time hereafter.
17. "Postponed Retirement": Retirement from the employ of
the Company after attaining age sixty-five (65).
18. "Postponed Retirement Date": The date upon which a
Participant over age sixty-five (65) retires from the employ of
the Company.
19. "Salary": The annual compensation paid by the Company
to a Participant including (i) any payments from an executive
incentive compensation plan and (ii) amounts of compensation
deferred under any deferred compensation plan or arrangement.
20. "Total Disability": A Participant is to be deemed
totally disabled when he has been wholly and continuously
disabled by reason of sickness or injury, and has been under the
regular care of a physician approved by the Committee during the
preceding six (6) months. The Participant shall thereafter be
deemed to be permanently disabled so long as he is prevented from
engaging in any occupation as determined by the Committee, for
which he is reasonably qualified, by training, education,
background and experience, as a result of said sickness or
injury, provided he is still under the regular care of a
physician acceptable to the Committee.
21. "Year of Service": A period of twelve (12) consecutive
months (no month to be counted in more than one Year of Service)
during which the Participant has been or hereafter (i) is
continuously employed by the Company, or (ii) is continuously on
leave of absence approved by the Company.
ARTICLE III
ELIGIBILITY AND PARTICIPATION
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1. 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.
2. Participation.
[(a) An eligible Employee participates in the Plan by
irrevocably electing, in the manner specified herein, to defer
future Salary at an annual rate for one (1) or four (4)
consecutive calendar years (or such fewer years remaining until
the Employee's Normal Retirement Date). An eligible employee]2
may defer a minimum of $1,000 per year under the four (4) year
election and $2,500 per year under the one (1) year election.
The maximum annual amount of Salary which may be deferred shall
be equal to fifty (50) percent of such Employee's Salary (as
defined in Article II) for the calendar year in which such
election is made;
(b) An eligible Employee becomes a Participant in the
Plan upon the execution and delivery of a Deferred Compensation
Agreement. Such Agreement must be executed on or before December
31 to defer compensation to be earned in succeeding calendar
years;
(c) During a deferral period(s), the annual amount of
compensation to be deferred shall be deferred on a basis as
determined by the Committee.
(d) The Committee shall be vested with the authority to
deny Participants the right to defer Salary pursuant to the Plan
in any calendar year, provided, however, any such denial shall
apply to all eligible Participants.
3. Benefits. [Benefits payable pursuant to any election
made hereunder will be calculated and based upon both a
Participant's age at the time of a deferral election and the
amount of deferrals. In addition, the amount of Survivor
Benefits will depend on whether the Participant is Insurable or
non-Insurable.]2
[4. Conditions Subsequent. The Committee shall be vested
with the authority to condition the Company's obligations under a
4
Deferred Compensation Agreement upon the nonoccurrence of a
legislative, judicial or regulatory development or change which
adversely affects the Company's ability to informally finance
such obligations, including, but not limited to, a change in any
of the following federal income tax provisions:
(a) the current provisions related to the exclusion
from gross income of proceeds of life insurance contracts payable
upon the death of the insured;
(b) the current exclusion from income of any increase
in the "cash value" or "inside build up" of life insurance
contracts from time to time;
(c) the current exclusion from income of any "policy
loan" obtained by the owner of a life insurance contract;
(d) the current exclusion from income of "dividends"
on a life insurance contract which are used to purchase
additional insurance; and
(e) the current provisions related to the
deductibility of interest paid on policy loans.
In the event the Company's obligations under a Deferred
Compensation Agreement are so conditioned, and the event
constituting the condition subsequent occurs, the Company shall
have the right, for a period of one (1) year following such
event, to refund to the Participant or his Designated Beneficiary
the deferrals made under the Deferred Compensation Agreement with
interest from the date of deferral accrued at the rate of nine
percent (9%) per annum compounded annually. The payment of such
refund shall fully and completely discharge the Company's
obligations under the Deferred Compensation Agreement and shall
fully and completely satisfy all the Participant's and his
Designated Beneficiary's rights thereunder.]1
ARTICLE IV
RETIREMENT BENEFITS
1. Normal Retirement Benefit.
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(a) Upon the Normal Retirement of a Participant, such
Participant becomes entitled to his Normal Retirement Benefit.
The Normal Retirement Benefit is a level fifteen (15) year
annuity payable in one hundred eighty (180) equal monthly
installments in the amount stated in the Participant's Deferred
Compensation Agreement. Payment of the Normal Retirement Benefit
shall commence on the January 1st immediately following the
Participant's Normal Retirement Date (such date being the
"Regular Annuity Starting Date") and shall continue on the first
day of each month thereafter until one hundred eighty (180)
monthly payments have been made.
(b) The Normal Retirement Benefit amount which the
Company will agree to pay depends upon a number of factors,
including, among other things, the amount of the deferral and the
length of time between the date of the deferral and the Annuity
Starting Date of the benefit.]2
2. Postponed Retirement Benefit.
(a) Upon the Postponed Retirement of a Participant,
such Participant becomes entitled to his Postponed Retirement
Benefit. The Postponed Retirement Benefit is a level fifteen
(15) year annuity payable in equal monthly installments. Payment
of the Postponed Retirement Benefit shall commence on the January
1st immediately following the Participant's Postponed Retirement
Date (such date being the "Postponed Annuity Starting Date"), and
shall continue on the first day of each month thereafter until
one hundred eighty (180) monthly payments have been made.
(b) The monthly benefit of the Postponed Retirement
Benefit shall be an amount equal to the monthly benefit of the
Normal Retirement Benefit increased by six percent (6%)
compounded annually for each year that the Regular Annuity
Starting Date precedes his Postponed Annuity Starting Date.
3. Early Retirement Benefit.
(a) Upon the Early Retirement of a Participant, such
Participant becomes entitled to his Early Retirement Benefit.
The Early Retirement Benefit is a level fifteen (15) year annuity
6
payable in equal monthly installments, the amount of which shall
be the same as those of the Normal Retirement Benefit. Subject
to Sections 3(b) and 3(c) of this Article IV, payment of the
Early Retirement Benefit shall commence on the January 1st
immediately following the Participant's Normal Retirement Date
(such date being the "Regular Annuity Starting Date"), and shall
continue on the first day of each month thereafter until one
hundred eighty (180) monthly payments have been made.
(b) A Participant is entitled to elect to have payment
of his Early Retirement Benefit commence on any January 1st
following his Early Retirement Date and preceding his Regular
Annuity Starting Date (such date being the "Accelerated Annuity
Starting Date"). Such election shall be made in writing
delivered to the Committee at least thirty (30) days prior to
such accelerated Annuity Starting Date.
(c) In the event a Participant elects an Accelerated
Annuity Starting Date, his Early Retirement Benefit shall be
reduced by [seven percent (7%)]2 compounded annually for each
year that the Accelerated Annuity Starting Date precedes his
Regular Annuity Starting Date.
4. Death Prior to Commencement of Benefit. Anything
herein to the contrary notwithstanding, in the event a
Participant dies after becoming entitled to his Normal Retirement
Benefit or Early Retirement Benefit and prior to the Annuity
Starting Date of such Retirement Benefit, the Participant's
Designated Beneficiary shall receive, in lieu of such Retirement
Benefit, the Survivor Benefit specified in Article V hereof.
5. Payments to Beneficiary. In the event a Participant
dies prior to full payment of his Retirement Benefit under this
Article IV, all remaining payments due hereunder shall be made to
such Participant's Designated Beneficiary.
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ARTICLE V
SURVIVOR BENEFITS
1. Survivor Benefit. [Upon the occurrence of any of the
following events, the Company shall pay to the Participant's
Designated Beneficiary the Survivor Benefits as defined in this
Article V. The Survivor Benefits payable hereunder are in lieu
of any other benefit under this Plan.
(a) The death of the Participant while employed by the
Company;
(b) The death of the Participant after becoming
entitled to a Retirement Benefit of Article IV hereof, but prior
to commencement of payment of such benefit;
(c) The death of the Participant after becoming
entitled to the Disability Benefit of Article VI, Section 2,
hereof, but prior to commencement of payment of such benefit; or
(d) The death of the Participant after becoming
entitled to the Severance Benefit of Article VII, Section l(b),
hereof, but prior to commencement of payment of such benefit.]2
2. Payment. [Payment of the Survivor Benefit will]2
commence on the first day of the month following receipt by the
Committee of written proof of the Participant's death and shall
continue on the first day of each month thereafter until one
hundred eighty (180) monthly payments have been made.
3. Amount.
(a) [If the Participant is Insurable, then the
Survivor Benefit is a level fifteen (15) year annuity payable to
his Designated Beneficiary in one hundred eighty (180) equal
monthly installments in the amount(s) stated in the Participant's
Deferred Compensation Agreement.
(b) If the Participant is not Insurable and his death
both (i) occurs after attaining age sixty (60) and
(ii) constitutes one of the events described in Sections l(a),
l(b), and l(c) of this Article V, then the Survivor Benefit is a
level fifteen (15) year annuity payable in one hundred eighty
8
(180) equal monthly installments in a monthly amount equal to the
present value at the Participant's date of death of the Partici-
pant's monthly Normal Retirement Benefit, as set forth in the
Participants Deferred Compensation Agreement, discounted, for the
period between the Participant's Regular Annuity Starting Date
(as defined in Article IV, Section 1) and the Participant's date
of death, by the Present Value Interest Rate stated in the
Participant's Deferred Compensation Agreement or, if no such rate
is so stated, ten percent (10%) per annum, compounded annually.
(c) Anything to the contrary herein notwithstanding,
if the Survivor Benefit is payable by reason of the Participant's
death occurring at a time when, had he retired on the day of his
death, he would have been entitled to the Postponed Retirement
Benefit (as provided in Article IV, Section 2), then the monthly
amount of the Survivor Benefit shall equal the monthly amount of
the Participant's Normal Retirement Benefit, as set forth in the
Participant's Deferred Compensation Agreement, increased by six
percent (6%) per annum compounded annually for the period between
the Participant's Regular Annuity Starting Date (as defined in
Article IV, Section 1) and the Participant's death.
(d) If the Participant is not Insurable and either the
Participant has not attained age sixty (60) at the time of his
death or his death constitutes the event described in Section
l(d) of this Article V, then the total amount of the Survivor
Benefit shall equal his actual gross deferrals plus interest
thereon at nine percent (9%) per annum compounded annually until
his date of death. Such amount shall be payable to the
Participant's Designated Beneficiary at the option of the
Committee in either a lump sum on the first day of the month
immediately following receipt by the Committee of written proof
of the Participant's death or in up to one hundred eighty (180)
equal consecutive monthly installments with interest at nine
percent (9%) per annum, compounded annually, commencing on the
first day of the month immediately following receipt by the
Committee of proof of the Participant's death.
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(e) Notwithstanding anything herein to the contrary,
in the event the Participant's death occurs prior to April 1 of
the year following the year in which the Participant enters into
a Deferred Compensation Agreement, then no Survivor Benefit shall
be payable pursuant to such Deferred Compensation Agreement. In
lieu of any such Survivor Benefit, the Company shall pay to the
Participant's Designated Beneficiary, in one lump sum, the actual
gross deferrals made, if any, pursuant to such Deferred
Compensation Agreement plus interest thereon at nine percent (9%)
per annum until date of payment.]2
ARTICLE VI
DISABILITY BENEFITS
1. Entitlement. [Upon Disability Retirement a Participant
becomes entitled to the Disability Benefit described in this
Article VI.
2. Disability Benefit.
(a) The Disability Benefit shall be a benefit
identical to the Retirement Benefits as provided in Article IV
hereof (either the Normal Retirement Benefit or Early Retirement
Benefit, as the case may be), to which the retired Participant
would have become entitled if he had retired]2 after attaining
age sixty (60). Provided, however, in the event such Participant
dies prior to commencement of payment of such Disability Benefit,
the Participant's Designated Beneficiary shall receive, in lieu
of such Disability Benefit, the Survivor Benefit specified in
Article V hereof.
(b) Notwithstanding the foregoing, such retired
Participant may request to receive, in lieu of the Disability
Benefit provided by subparagraph (a) above, a benefit equal to
his actual gross deferrals plus interest thereon at nine percent
(9%) per annum compounded annually until his Disability
Retirement Date. Payment of such benefit is at the discretion of
the Committee and shall commence on the first day of the month
10
following both (i) the retired Participant's Disability
Retirement Date and (ii) the expiration of six (6) months of
Total Disability. Such benefit shall be payable in the option of
the Committee either in a [lump sum or in up to sixty (60) equal
consecutive monthly installments with interest at nine percent
(9%) per annum.]2
[3. Re-Employment. In the event a retired Participant
entitled to a Disability Benefit hereunder but prior to
commencement of payment of such benefit is reemployed by the
Company in a capacity which entitles]2 him to participate in the
Plan, he shall forfeit such Disability Benefit and shall
participate in the Plan as if his service with the Company had
never terminated. Anything in the foregoing to the contrary
notwithstanding, however, if at the time of the retired
Participant's reemployment payment of his Disability Benefit
hereunder has already commenced, he shall be ineligible to again
commence participation in the Plan and shall, therefore, have no
right, claim or entitlement to any benefits hereunder other than
full payment of such Disability Benefit.
[4. Payments to Beneficiary. In the event that a retired
disabled Participant dies after commencement of the payment of
his disability benefit under this Article VI but prior to full
payment of such Disability Benefit,]2 all remaining payments due
hereunder shall be made to such Participant's Designated
Beneficiary.
ARTICLE VII
SEVERANCE BENEFITS
1. Severance Benefits.
(a) In the event a Participant's employment with the
Company terminates for any reason other than death, Total
Disability, Early Retirement or Normal Retirement, and at the
time of such termination such Participant has neither accrued
fifteen (15) Years of Service nor attained age fifty-five (55)
11
the Participant's participation in the Plan shall cease as of the
date of such termination. In such event, the Company shall pay
the former Participant the amount of his actual gross deferrals
plus interest thereon at [seven percent (7%) per annum,
compounded annually. Such amount shall be payable to the former
Participant at the option of the Committee in either a lump sum
within ninety (90) days following such termination or in up to
sixty (60) equal consecutive monthly installments with interest
at seven percent (7%) per annum commencing within ninety (90)
days following such termination.]2
(b) In the event a Participant's employment with the
Company terminates for any reason other than death, Total
Disability, Early Retirement or Normal Retirement, and at the
time of such termination such Participant has either accrued
fifteen (15) or more Years of Service or attained age fifty-five
(55) such Participant shall receive a benefit identical to the
Retirement Benefits of Article IV (either the Early Retirement
Benefit or Normal Retirement Benefit, as the case may be) to
which such Participant would have become entitled if he retired
upon or after attaining age sixty (60). Provided, however, in
the event a Participant dies prior to commencement of payment of
such Severance Benefit, the Participant's Designated Beneficiary
shall receive, in lieu of such Severance Benefit, the Survivor
Benefit specified in Article V hereof.
2. Payments to Beneficiary. In the event a Participant
dies prior to full payment of his Severance Benefit under this
Article VII, all remaining payments due hereunder shall be made
to such Participant's Designated Beneficiary.
ARTICLE VIII
ADDITIONAL BENEFITS
1. Loss of Benefits. It is possible that the deferral of
a Participant's Salary pursuant to this Plan will result in a
loss of benefits through a reduction of amounts actually or
12
potentially credited to his account(s) under a qualified Defined
Contribution Plan sponsored by the Company.
2. Additional Benefits. If the Committee determines that
a Participant has suffered a Benefit Loss in any year, additional
benefits shall be provided to the Participant under this Plan as
if the Participant had made a one (1) year deferral election to
defer Salary in an amount equal to the Benefit Loss. Such one
(1) year deferral election shall be deemed to occur in the same
year in which the deferral under this Plan causes such Benefit
Loss.
ARTICLE IX
ACCRUAL OF BENEFITS
1. If the employment of a Participant terminates for any
reason prior to the completion of the deferrals agreed upon in
the Deferred Compensation Agreement or if the agreed deferrals
are not made for any other reason, then all of his benefits under
the Plan shall be reduced by a fraction, the numerator of which
is the amount of the gross deferrals agreed to be deferred which
were not deferred, and the denominator of which is the amount of
gross deferrals agreed to be deferred.
2. The reduction of benefits under Section 1 of this
Article IX shall not apply to any benefits receivable by a
Participant or his Designated Beneficiary under:
(a) [Article V, Section 1, (a) only, but only when the
Participant is Insurable;
(b) Article V, Section 3, (d) only;
(c) Article VI, Section 2, (b) only;
(d) Article VII, Section 1, (a) only;
(e) Article VIII.]2
ARTICLE X
ADMINISTRATIVE COMMITTEE
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1. This Plan shall be administered by an Administrative
Committee of not less than three (3) members appointed by the
Board of Directors of the 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.
2. The Committee shall act by a majority of the number
then constituting the Committee, and such action may be taken
either by a vote at a meeting or in writing without a meeting.
3. The Committee shall keep a complete record of all its
proceedings and all data relating to the administration of the
Plan.
4. 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
regulations for the conduct of its business as it shall deem
advisable.
5. No member of the Committee shall be personally liable
for any actions taken by the Committee unless the member's action
involves willful misconduct.
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ARTICLE XI
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 the Deferred
Compensation Agreements then in effect.
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. Upon such termination all amounts previously deferred
shall be refunded to the respective Participants together with
interest thereon at nine percent (9%) per annum.
ARTICLE XII
MISCELLANEOUS
1. Suicide. Except as hereafter provided, no benefit
shall be payable under the Plan with respect to a deferral
election to a Participant or his Designated Beneficiary who dies
as a result of suicide with twenty-five (25) months of the
December 31st preceding a deferral period to defer compensation
to be earned in the succeeding calendar year or years.
In the event of such suicide, the Participant's Designated
Beneficiary shall receive within a reasonable period the actual
gross deferrals, if any, made by such Participant with interest
at seven percent (7%) per annum to date of payment.
2. 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
15
any right or benefit under this Agreement 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 or any
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 beneficiary,
spouse, children or other dependents, or any of them in such
manner and in such amounts and proportions as the Committee may
deem proper.
3. 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, his estate nor Designated
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 other fiduciary relationship between the
Company and a Participant or any other person.
4. 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 the Company to discharge any
16
Participant or restrict the right of any Participant to terminate
his employment with the Company.
5. Designation of Beneficiary. Participants shall file
with the Company a notice in writing designating one or more
Designated Beneficiaries to whom payments otherwise due to or for
the benefit of the Participant hereunder shall be made in the
event of his death prior to the complete payment of such benefit.
Participants shall have the right to change the beneficiary or
beneficiaries so designated from time to time; provided, however,
that any change shall not become effective until received in
writing by the Committee.
6. 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 con-
tained 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.
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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.
7. 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 and the beneficiary or beneficiaries designated
pursuant to Article IX, Section 5 hereinabove.
8. Entire Plan. This document and any amendments contains
all the terms and provisions of the Plan and shall constitute the
entire Plan, any other alleged terms or provisions being of no
effect.
9. 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.
ARTICLE XIII
CONSTRUCTION
1. Governing Law. This Plan shall be construed and
governed in accordance with the laws of the State of Georgia.
2. 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.
18
3. 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.
THIS PLAN in its original form was adopted and became
effective on December 1, 1983. This Plan, as amended on July 23,
1986 (Amendment No. 1), and as amended on September 16, 1987
(Amendment No. 2), herein described is effective as of, and with
respect to Deferred Compensation 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)
19
EXHIBIT A
DEFERRED COMPENSATION AGREEMENT
THIS AGREEMENT is made this _______________ day of
___________________ 19__, between SAVANNAH ELECTRIC AND POWER
COMPANY, a Georgia corporation (hereinafter the "Company"), and
______________________________________, a Key Employee of the
Company (hereinafter called "Participant").
WHEREAS, the Board of Directors of the Company has approved
a Deferred Compensation Plan for the purpose of attracting and
retaining in the employment of
the Company outstanding Key Employees; and
WHEREAS, such Deferred Compensation Plan provides that the
Participant becomes eligible to participate upon execution of a
Deferred Compensation Agreement;
NOW, THEREFORE, in consideration of the mutual agreements
herein contained, the Company and the Participant agree as
follows:
1. Participation. This Agreement is made to evidence the
Participant's participation in the Deferred Compensation Plan for
Key Employees of SAVANNAH ELECTRIC AND POWER COMPANY (hereinafter
the "Plan"), to set forth the amount of the Participant's
compensation to be [deferred, to establish the amount of the
Participant's Normal Retirement Benefit and certain Survivor
Benefits under the Plan, and to set forth the Present Value
Interest Rate.]2
2. Adoption of Plan. The Plan (and all its provisions),
as it now exists and as it may be amended hereafter, is
incorporated herein and made a part of this Agreement.
3. Definitions. When used herein, the terms which are
defined in the Plan shall have the meanings given them in the
Plan, unless a different meaning is clearly required by the
context.
4. No Interest Created. Neither the Participant nor his
Designated Beneficiary shall have any interest in any assets of
A-1
the Company, including policies of insurance. The Participant
and his Designated Beneficiary shall have only the right to
receive the benefits under the Plan and this Agreement.
5. Deferrals. Pursuant to Article III of the Plan, the
Participant hereby elects to defer the receipt of, and the
Company hereby elects to defer the payment of, Salary in the
a m o u n t o f
_______________________________________________________________
[Dollars ($______________) per year as follows:
(a) One (1) year deferral: for the calendar year
_______________.
(b) Four (4) year deferral: for the calendar years
________, ________, ________, and _____________.]2
6. Normal Retirement Benefit. The Participant's Normal
Retirement Benefit, as defined in Article IV of the Plan, is
_________________________________________________ [Dollars
($_____________)]2 per month, payable for 180 months.
7. Survivor Benefit. [If the Participant is Insurable,
the Participant's Survivor Benefit, payable pursuant to Section
3(a) of Article V of the Plan,]2 is the appropriate monthly
amount, payable for 180 months, as follows:
Participant's Age Monthly Amount
at Date of Death (payable for 180 months)
8. [Present Value Interest Rate. If the Participant is
not Insurable, the interest rate for purposes of determining the
Participant's Survivor Benefit, if any, pursuant to ARTICLE V,
Section 3(b) (i.e., the present value of the Participant's
A-2
monthly Normal Retirement Benefit), shall be ______________
percent compounded annually.]2
[9. Condition Subsequent. The Company's obligations to pay
the Participant or his Designated Beneficiary the benefits
provided for herein are conditioned upon the nonoccurrence of the
following event(s):
[Insert here description of event(s) constituting condition
subsequent, asdetermined from time to time by the Committee]
If any of such events occur, the Company shall have the
right, for a period of one (1) year following such event, to
refund to the Participant or his Designated Beneficiary, as
applicable, the deferrals the Participant has made hereunder with
interest from the date of a deferral accrued at the rate of nine
percent (9%) per annum compounded annually. The payment of such
refund shall fully and completely discharge the Company's
obligations hereunder and shall fully and completely satisfy all
the participant's and his Designated Beneficiary's rights
hereunder.]1,2
[10. Entire Agreement. This Agreement contains the entire
agreement and understanding by and between the Company and the
Participant with respect to the subject matter hereof, and no
representations, promises, agreements, or understandings, written
or oral, not contained herein shall be of any force or effect.]1,2
IN WITNESS WHEREOF, the parties have executed this Agreement
in duplicate originals as of the day and year first above
written.
SAVANNAH ELECTRIC AND POWER COMPANY
By:
A. M. Gignilliat, Jr.
President and Chief Executive
Officer
ATTEST:
A-3
K. R. Willis
Treasurer and Secretary
(Corporate Seal)
Employee:
(L.S.)
Participant
A-4
Designation of Beneficiary
Deferred Compensation Plan for Key Employees
of
Savannah Electric and Power Company
As a Participant in the Deferred Compensation Plan for Key
Employees 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:
_________________________________________________________________
_____________
_________________________________________________________________
_____________
_________________________________________________________________
_____________
_________________________________________________________________
_____________
_________________________________________________________________
_____________
_________________________________________________________________
_____________
_________________________________________________________________
_____________
_________________________________________________________________
_____________
_________________________________________________________________
_____________
_________________________________________________________________
_____________
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_____________________________
___________________________________
Signature of Participant
[adamscl] h:\wpdocs\mtd\savannah\d-comp-ee.pln
FIRST AMENDMENT TO THE DEFERRED
COMPENSATION PLAN FOR KEY EMPLOYEES OF
SAVANNAH ELECTRIC AND POWER COMPANY
WHEREAS, the Board of Directors of Savannah Electric
and Power Company (the "Company") heretofore adopted the Deferred
Compensation Plan for Key Employees of Savannah Electric and
Power Company (the "Plan"), in order to provide key management
employees of the Company with long-term compensation incentives;
and
WHEREAS, the Plan has been amended from time to time to
change the terms of these long-term compensation incentives; and
WHEREAS, it is the Company's desire to amend the Plan
at this time to clarify administration of the Plan; and
WHEREAS, the Company has reserved the right to amend
the Plan at any time in Article XI of the Plan.
NOW, THEREFORE, effective October 12, 1994, the Company
hereby amends the Plan as follows:
11.
Section 2.2 of the Plan is amended by deleting such
provision in its entirety and
inserting the following:
"Committee": The Administrative Benefits
Committee appointed by the Board of Directors
of the Company to administer the Plan.
IN WITNESS WHEREOF, the Board of Directors of Savannah
Electric and Power Company hereby approves this First Amendment
to the Deferred Compensation Plan for Key Employees 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:
Lavonne K. Calandra
Corporate Secretary
(CORPORATE SEAL)