Exhibit 10(f)20
DEFERRED COMPENSATION PLAN
FOR
___________________________
DIRECTORS
___________________________
OF
SAVANNAH ELECTRIC AND POWER COMPANY
1As Amended July 23, 1986. Effective July 23, 1986.
2As Amended September 18, 1987. Effective January 1, 1987
3As Amended May 15, 1990. Effective January 1, 1991.
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 . . . . . . . . . . . . . . 8
ARTICLE VI SEVERANCE BENEFITS . . . . . . . . . . . . . . 10
ARTICLE VII ACCRUAL OF BENEFITS . . . . . . . . . . . . . 12
ARTICLE VIII ADMINISTRATIVE COMMITTEE . . . . . . . . . . . 12
ARTICLE IX AMENDMENT AND TERMINATION . . . . . . . . . . 13
ARTICLE X MISCELLANEOUS . . . . . . . . . . . . . . . . 14
ARTICLE XI CONSTRUCTION . . . . . . . . . . . . . . . . . 17
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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
Directors of the Company; to further the long-term growth and
earnings of the Company by offering long-term incentives to
Directors in addition to current fees; and to attract and retain
outstanding individuals as Directors of the Company through
enhancement of the value of fees paid to individuals.
ARTICLE II
DEFINITIONS
When used herein the following terms shall have the meanings
indicated unless a different meaning 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": Written agreement
between the Company and a Participant in substantially the form
attached hereto as Exhibit A and made a part hereof.
5. "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 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.
6. "Director": A person who is a duly qualified and
acting member of the Board of Directors of the Company.
7. "Early Retirement": Retirement from the Directorship
of the Company after attaining age sixty (60) but prior to age
sixty-five (65) for those under age fifty (50) at time of
election and prior to age seventy (70) for those fifty (50) years
of age and over at time of election.
8. "Early Retirement Date": The date upon which
Participants have attained an age of at least sixty (60) but have
not yet reached ages sixty-five (65) or seventy (70),
respectively, retires from the Directorship of the Company.
9. "Insurable": The life of a Participant is insurable 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.
10. "Normal Retirement": Retirement from the Directorship
of the Company upon or after attaining age sixty-five (65) for
those under age fifty (50) at time of election and age seventy
(70) for those fifty (50) years of age and older at time of
election.
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11. "Normal Retirement Date": The date upon which
Participants who have attained an age of at least sixty-five (65)
or seventy (70), respectively, as the case shall be, retire from
the Directorship of the Company.
12. "Participant": A Director who is or hereafter becomes
eligible to participate in the Plan and does participate by
electing, in the manner specified herein, to defer compensation
pursuant to this Plan.
13. "Plan": The Deferred Compensation Plan for Directors
of Savannah Electric and Power Company contained herein, and as
may be amended from time to time hereafter.
14. "Plan Year": The period commencing January 1 and
ending the following December 31.
15. "Postponed Retirement": Retirement from the
Directorship of the Company after continuing to serve as such
following attainment of: (i) age sixty-five (65) for a
Participant under age fifty (50) at time of deferral election and
(ii) age seventy (70) for a Participant fifty (50) years of age
and older at time of deferral election.
16. "Postponed Retirement Date": The date upon which a
Participant who has Postponed Retirement retires from the
Directorship of the Company.
ARTICLE III
ELIGIBILITY AND PARTICIPATION
1. Eligibility. [Any Director of the Company is eligible
to participate in this Plan.]2
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2. Participation.
(a) [An eligible Director participates in the Plan by
irrevocably electing, in the manner specified herein, to defer
all or any part of future Director's fees at an annual rate of
from one (1) to four (4) consecutive Plan Years. The Deferred
Compensation Agreement shall stipulate, with respect to each such
Plan Year, the [percentage of fees to be deferred or the fixed
dollar amount to be deferred];3 provided, however, the annual
deferral amount shall not be less than $1,000.00.]2
(b) An eligible Director becomes a Participant in the Plan
upon the execution and delivery of a Deferred Compensation
Agreement. Such Agreement must be executed on or before the
December 31st next preceding succeeding Plan Years to defer
Director's fees to be earned in such Plan Years.
3. [Benefits. Benefits payable pursuant to any election
made hereunder will be calculated and based upon both the
Participant's age at the time of the deferral election and the
amount of deferrals. In addition, the amount of Survivor
Benefits will depend upon 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
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
4
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
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fully and completely satisfy all the Participant's and his
Designated Beneficiary's rights thereunder.]1
ARTICLE IV
RETIREMENT BENEFITS
1. Normal Retirement Benefit.
(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 on a number of factors,
including among other things, the amount of the deferral, and the
length of time between the time of the deferral and the Annuity
Starting Date of the benefit.
2. Postponed Retirement Benefit.
(a) Upon the Postponed Retirement of a Participant,
such Participant becomes entitled to the Postponed Retirement
Benefit. The Postponed Retirement Benefit is a level fifteen
(15) year annuity payable in equal monthly installments. Payment
6
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 eight percent (8%)
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
payable in equal monthly installments of cash, 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 sixty-fifth
(65th) birthday for those under age fifty (50) at time of
deferral election and age seventy (70) for those fifty (50) years
of age and older at time of deferral election (such date being
the "Regular Annuity Staring Date"), and shall continue on the
first day of each month thereafter until one hundred eight (180)
monthly payments have been made.
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(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 the early retirement percentage as specified in
Participant's Deferred Compensation Agreement compounded 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 a 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 serving as a
Director of 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; or
(c) The death of the Participant after becoming
entitled to the Severance Benefit of Article VI, Section 1,
hereof, but prior to commencement of payment of such benefit.
2. Payment. Payment of the Survivor Benefit will 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.
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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 stated in the Participant's Deferred
Compensation Agreement.
(b) If the Participant is not Insurable and his death
occurs at a time when, had he retired on the day of his death, he
would have been entitled to a Retirement Benefit of Article IV,
then the Survivor Benefit is a level fifteen (15) year annuity
payable in one hundred eighty (180) equal monthly installments in
a monthly amount equal to the present value at the Participant's
date of death of the Participant's monthly Normal Retirement
Benefit, as set forth in the Participant's Deferred Compensation
Agreement, discounted, for the period between the Participant's
Regular Annuity Starting Date (as defined in Article IV,
Section 1(a)) and the Participant's date of death, by the early
retirement percentage stated in the Participant's Deferred
Compensation Agreement 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
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Participant's Deferred Compensation Agreement, increased by eight
percent (8%) 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 his death
occurs at a time when, had he retired on the day of his death, he
would not have been entitled to a Retirement Benefit of
Article IV, 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 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.
(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
11
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
SEVERANCE BENEFITS
1. In the event a Participant's relationship as a Director
of the Company terminates for any reason other than death, Early
Retirement or Normal Retirement, such Participant shall be
entitled to 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. Notwithstanding the foregoing, such terminated
Participant may request to receive, in lieu of the Severance
Benefit provided by Section 1 of this Article VI, a benefit equal
to his actual gross deferrals plus interest thereon at nine
percent (9%) per annum compounded annually until such
termination. Payment of such benefit is at the discretion of the
Committee and shall commence on the first day of the month
following approval of such request. Such benefit shall be
payable in the option of the Committee either in a lump sum or in
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up to sixty (60) equal consecutive monthly installments with
interest at nine percent (9%) per annum.
3. In the event a Participant dies prior to full payment
of his Severance Benefit under this Article VI, all remaining
payments due hereunder shall be made to such Participant's
Designated Beneficiary.
ARTICLE VII
ACCRUAL OF BENEFITS
1. If a Participant's relationship with the Company as a
Director 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 VII 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;]2 or
(c) Article VI, Section 2 [only.]2
ARTICLE VIII
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ADMINISTRATIVE COMMITTEE
1. This Plan shall be administered by an Administrative
Committee of not less than three (3) members appointed by the
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 determined 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.
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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.
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 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.
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ARTICLE X
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 within 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
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
16
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 a Director of the Company. No provision
herein shall restrict the right of the Company to terminate a
Participant as a member of the Board of Directors, or restrict
the right of any Participant to terminate his role as a Director
of 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
17
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
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
18
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 X, Section 5 hereinabove.
8. Entire Plan. This documents 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.
ARTICLE XI
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.
3. Headings, etc. The cover page of this Plan, the Table
of Contents and all headings used in this Plan are for
19
convenience of reference only and are not part of the substance
of this Plan.
(Continued on Next Page)
20
This Plan in its original form was adopted and became
effective on December 1, 1983. This Plan, as amended on July 23,
1988 (Amendment No. 1), as amended on September 16, 1987
(Amendment No. 2), and as amended on May 15, 1990 (Amendment
No. 3), herein described is effective as of, and with respect to
Deferred Compensation Agreements entered into on or after,
January 1, 1991.
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]
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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 Director 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 outstanding Directors of the Company;]2 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
Directors of SAVANNAH ELECTRIC AND POWER COMPANY (hereinafter the
"Plan"), to set forth the [percentage or the fixed dollar]3
amount of the Participant's [fees 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
Early Retirement Percentage.]2
A-1
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 and
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
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.]2
5. Early Retirement Percentage. The Participant's Early
Retirement Percentage is _____________ [percent (____%)].2
6. [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, director's fees in
the [percentage(s) or the fixed dollar amount(s) and for the
calendar year(s) indicated below:
Fixed Dollar
Percentage (or) Amount Calendar Year
(i) $
%
(ii) $
%
(iii) $
%
(iv) $
% 2,3
A-2
7. 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.
8. Survivor Benefit. [If the Participant is Insurable,
the Participant's Survivor Benefit, payable pursuant to
Section 3(a) of Article V of the Plan, is the appropriate monthly
amount, payable for 180 months, as follows:
Participant's Age at Date of Monthly Amount (payable for
Death 180 months)
If the Participant is not Insurable, the discount for
interest 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 monthly Normal Retirement
Benefit), shall be the Early Retirement Percentage set forth in
Paragraph 5 above, compounded annually.]2
[9. Condition Subsequent. The Company's obligations to pay
the Participant or this Designated Beneficiary the benefits
provided for herein are conditioned upon the nonoccurrence of the
following event(s):
[Insert description of event(s) constituting condition
subsequent as determined from time to time by the Committee]
A-3
If any 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 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-4
K.R. Willis
Treasurer and Secretary
[Corporate Seal]
Participating Director
(L.S.)
Participant
A-5
Designation of Beneficiary
Deferred Compensation Plan for Directors
of
Savannah Electric and Power Company
As a Participant in the Deferred Compensation Plan for
Directors 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\def-comp.pln
FIRST AMENDMENT TO THE DEFERRED
COMPENSATION PLAN FOR DIRECTORS OF
SAVANNAH ELECTRIC AND POWER COMPANY
(AS AMENDED AND RESTATED EFFECTIVE
JANUARY 1, 1991)
WHEREAS, the Board of Directors of Savannah Electric
and Power Company, Inc. (the "Company") heretofore adopted the
Deferred Compensation Plan for Directors of Savannah Electric and
Power Company (the "Plan"), originally effective December 1,
1983, in order to provide Directors 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 provide a more flexible distribution provision
under the Plan; and
WHEREAS, the Company has reserved the right to amend
the Plan at any time in Article IX of the Plan.
NOW, THEREFORE, effective May 1, 1994, the Company
hereby amends the Plan as follows:
Section 4.1(a) is amended by deleting the third
sentence of such Section in its entirety and replacing it with
the following:
Payment of the Normal Retirement Benefit
shall commence on the first day of the month
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 and eighty (180)
monthly payments have been made.
Section 4.2(a) is amended by deleting the third
sentence of such Section in its entirety and replacing it with
the following:
Payment of the Postponed Retirement Benefit
shall commence on the first day of the month
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 and eighty (180)
monthly payments have been made.
Section 4.3(a) is amended by deleting the third
sentence of such Section in its entirety and replacing it with
the following:
Subject to Sections 3(b) and 3(c) of this
Article IV, payment of Early Retirement
Benefits shall commence on the Regular
Annuity Starting Date and shall continue on
the first day of each month thereafter until
one hundred and eighty (180) monthly payments
have been made.
Section 4.3(b) is amended by deleting the first
sentence of such Section in its entirety and replacing it with
the following:
A Participant is entitled to elect to have
payment of his Early Retirement Benefit
commence on the first day of the month
immediately following his Early Retirement
Date and preceding his Regular Annuity
Starting Date (such date being the
"Accelerated Annuity Starting Date").
IN WITNESS WHEREOF, the Executive Committee of the
Board of Directors of Savannah Electric and Power Company, which
is authorized to act on behalf of the full Board, hereby approves
this First Amendment to the Deferred Compensation Plan for
Directors 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 May 1, 1994.
SAVANNAH ELECTRIC AND POWER
COMPANY, INC.
By:
Title:
ATTEST:
By:
Title:
[adamscl] h:\wpdocs\mtd\savannah\def-comp.1am
2
SECOND AMENDMENT TO THE DEFERRED
COMPENSATION PLAN FOR DIRECTORS OF
SAVANNAH ELECTRIC AND POWER COMPANY
(AS AMENDED AND RESTATED EFFECTIVE
JANUARY 1, 1991)
WHEREAS, the Board of Directors of Savannah Electric
and Power Company (the "Company") heretofore adopted the Deferred
Compensation Plan for Directors of Savannah Electric and Power
Company (the "Plan"), originally effective December 1, 1983, in
order to provide Directors 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 the treatment of Director's Fees
occurring mid-term during a Plan Year; and
WHEREAS, the Company has reserved the right to amend
the Plan at any time in Article IX of the Plan.
NOW, THEREFORE, effective July 29, 1994, the Company
hereby amends the Plan as follows:
Section 3.2(a) is amended by adding to the end thereof
the following:
Notwithstanding the foregoing, no deferral
election shall be effective with respect to
any increase in Director's Fees, whether
denominated as retainer fees or meeting fees,
which increase occurs mid-term during a Plan
Year. However, such increase shall be
subject to the deferral election procedures
set forth in paragraph (b) below, beginning
on the first day of the first Plan Year
following such increase.
IN WITNESS WHEREOF, the Executive Committee of the
Board of Directors of Savannah Electric and Power Company, which
is authorized to act on behalf of the full Board, hereby approves
this Second Amendment to the Deferred Compensation Plan for
Directors 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 July 29,
1994.
SAVANNAH ELECTRIC AND POWER
COMPANY
By:
Title:
ATTEST:
By:
Title:
[adamscl] h:\wpdocs\mtd\savannah\def-comp.2am
-2-
THIRD AMENDMENT TO THE DEFERRED
COMPENSATION PLAN FOR DIRECTORS OF
SAVANNAH ELECTRIC AND POWER COMPANY
(AS AMENDED AND RESTATED EFFECTIVE
JANUARY 1, 1991)
WHEREAS, the Board of Directors of Savannah Electric
and Power Company (the "Company") heretofore adopted the Deferred
Compensation Plan for Directors of Savannah Electric and Power
Company (the "Plan"), originally effective December 1, 1983, in
order to provide Directors 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 address the increased payment of compensation in
the form of stock and fees to Participants in the Plan; and
WHEREAS, the Company has reserved the right to amend
the Plan at any time in Article IX of the Plan.
NOW, THEREFORE, effective October 12, 1994, the Company
hereby amends the Plan as follows:
(i)
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.
(ii)
Section 2.7 of the Plan is amended by deleting such Section
in its entirety and inserting the following:
"Early Retirement": Retirement from the
Directorship of the Company after attaining
age sixty (60) but prior to age sixty-five
(65) for those under age fifty (50) at the
time of deferral election and prior to age
seventy (70) for those fifty (50) years of
age and over at the time of deferral
election.
(iii)
Section 2.10 of the Plan is amended by deleting such Section
in its entirety and inserting the following:
"Normal Retirement": Retirement from the
Directorship of the Company upon or after
attaining age sixty-five (65) for those under
age fifty (50) at the time of deferral
election and age seventy (70) for those fifty
(50) years of age and older at the time of
deferral election.
(iv)
Article II is amended by adding a new paragraph 17 as
follows:
"Director's Fees" shall mean the compensation
payable to the Directors of the Company,
including retainer fees and meeting fees, but
excluding any amount paid in the form of
stock, as determined from time to time by the
Board of Directors.
(v)
Section 3.2(b) of the Plan is amended by adding to the
end of such Section the following language:
If the Director's Fees paid to a Director are
increased during a Plan Year, such Director
shall receive a Deferred Compensation
Agreement proscribed by the Committee and
shall be entitled to make a new deferral
election regarding such increase which shall
be effective as of the first day of the next
following Plan Year.
(vi)
The Deferred Compensation Agreement whereby
Participants elect to defer Director's Fees is amended as set
forth in Exhibit A.
(vii)
For purposes of new Section 3.2(b) above, the
Supplemental Deferred Compensation Agreement is adopted as is set
forth in Exhibit B.
-2-
IN WITNESS WHEREOF, the Board of Directors of Savannah
Electric and Power Company hereby approves this Third Amendment
to the Deferred Compensation Plan for Directors 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)
[adamscl] h:\wpdocs\mtd\savannah\def-comp.3am
-3-
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 Director 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 outstanding Directors of the Company;]2 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:
(viii) Participation. This Agreement is made to evidence
the Participant's participation in the Deferred Compensation Plan
for Directors of SAVANNAH ELECTRIC AND POWER COMPANY (hereinafter
the "Plan"), to set forth the [percentage or the fixed dollar]3
amount of the Participant's [fees 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
Early Retirement Percentage.]2
(ix) 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.
A-1
(x) 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.
(xi) [No Interest Created. Neither the Participant nor his
Designated Beneficiary shall have any interest in any assets of
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.]2
(xii) Early Retirement Percentage. The Participant's
Early Retirement Percentage is ____________________ [percent
(___%)].2
(xiii) [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, director's fees in
the [percentage(s) or the fixed dollar amount(s) and for the
calendar year(s) indicated below:
Fixed Calendar
Percentage (or) Dollar Year
Amount
(i) ___________ $__________ _________
% __
(ii) ___________ $__________ _________
% __
(iii) ___________ $__________ _________
% __
(iv) ___________ $__________ _________]2,
% __ 3
(xiv) Normal Retirement Benefit. The Participant's
Normal Retirement Benefit, as defined in Article IV of the Plan,
A-2
is ________________________________________ [Dollars
($_______________)]2 per month, payable for 180 months.
(xv) Survivor Benefit. [If the Participant is Insurable,
the Participant's Survivor Benefit, payable pursuant to Section
3(a) of Article V of the Plan, is the appropriate monthly amount,
payable for 180 months, as follows:
Participant's Age Monthly Amount
at Date of Death (payable for 180 months)
If the Participant is not Insurable, the discount for
interest 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 monthly Normal Retirement
Benefit), shall be the Early Retirement Percentage set forth in
Paragraph 5 above, compounded annually.]2
[(xvi) Commencement of Benefits. Benefits provided under
the Plan shall commence on the first day of the month next
following the Participant's Early, Normal or Postponed Retirement
Date.]4
[(xvii) 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 description of event(s) constituting condition
subsequent as determined from time to time by the
Committee]
A-3
If any 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 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
(xviii) 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:
Arthur M. Gignilliat, Jr.
President and Chief Executive
Officer
ATTEST:
Lavonne Calandra
A-4
Corporate Secretary
(CORPORATE SEAL)
Participating Director:
(L.S.)
Participant
1 As Amended July 23, 1986. Effective July 23, 1986.
2 As Amended September 16, 1987. Effective January 1, 1987.
3 As Amended May 15, 1990. Effective January 1, 1991.
4 As Amended May 26, 1994. Effective May 1, 1994.
[adamscl] h:\wpdocs\mtd\savannah\def-comp.agt
A-5
EXHIBIT B
SUPPLEMENTAL 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 Director 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 outstanding Directors of the Company; and
WHEREAS, such Deferred Compensation Plan provides that the
Participant becomes eligible to participate upon execution of a
Deferred Compensation Agreement; and
WHEREAS, the Board of Directors of the Company has approved
an increase in Director's Fees; and
WHEREAS, the Participant may elect to defer all or a portion
of the increased Director's Fees.
NOW, THEREFORE, in consideration of the mutual agreements
herein contained, the Company and the Participant agree as
follows:
(xix) Participation. This Agreement is made to evidence
the Participant's participation in the Deferred Compensation Plan
for Directors of SAVANNAH ELECTRIC AND POWER COMPANY (hereinafter
the "Plan"), to set forth the percentage or the fixed dollar
amount of the Participant's fees to be deferred, to establish the
amount of the Participant's Normal Retirement Benefit and certain
B-1
Survivor Benefits under the Plan, and to set forth the Early
Retirement Percentage.
(xx) 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.
(xxi) 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.
(xxii) No Interest Created. Neither the Participant nor
his Designated Beneficiary shall have any interest in any assets
of 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.
(xxiii) Early Retirement Percentage. The Participant's
Early Retirement Percentage with respect to this Supplemental
Deferred Compensation Agreement is ____________________ percent
(___%).
(xxiv) 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, increased
Director's Fees in the [percentage(s) or the fixed dollar
amount(s) and for the calendar year(s) indicated below, which
years should equal the same number of calendar years remaining
with respect to the Deferred Compensation Agreement currently in
effect for the Participant:
B-2
Fixed Calendar
Percentage (or) Dollar Year
Amount
(i) ___________ $__________ _________
% __
(ii) ___________ $__________ _________
% __
(iii) ___________ $__________ _________
% __
(iv) ___________ $__________ _________
% __
(xxv) Normal Retirement Benefit. The Participant's
Normal Retirement Benefit with respect to this Supplemental
Deferred Compensation Agreement, as defined in Article IV of the
Plan, is ________________________________________ Dollars
($_______________) per month, payable for 180 months.
(xxvi) Survivor Benefit. If the Participant is
Insurable, the Participant's Survivor Benefit, payable pursuant
to Section 3(a) of Article V of the Plan, is the appropriate
monthly amount, payable for 180 months, as follows:
Participant's Age Monthly Amount
at Date of Death (payable for 180 months)
If the Participant is not Insurable, the discount for
interest 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 monthly Normal Retirement
B-3
Benefit), shall be the Early Retirement Percentage set forth in
Paragraph 5 above, compounded annually.
(xxvii) Commencement of Benefits. Benefits provided under
the Plan shall commence on the first day of the month next
following the Participant's Early, Normal or Postponed Retirement
Date.
(xxviii) 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 description of event(s) constituting condition
subsequent as determined from time to time by the
Committee]
If any 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 made under this Supplemental Deferred Compensation
Agreement the Participant has made hereunder 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
hereunder and shall fully and completely satisfy all the
Participant's and his Designated Beneficiary's rights hereunder.
(xxix) Entire Agreement. This Agreement contains the
entire agreement and understanding by and between the Company and
B-4
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.
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:
Arthur M. Gignilliat, Jr.
President and Chief Executive
Officer
ATTEST:
Lavonne K. Calandra
Corporate Secretary
(CORPORATE SEAL)
Participating Director:
(L.S.)
Participant
[adamscl] h:\wpdocs\mtd\savannah\def-comp.sup
B-5