Exhibit 10(f)18
SECOND AMENDMENT TO THE
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
OF SAVANNAH ELECTRIC AND POWER COMPANY
WHEREAS, the Board of Directors of Savannah Electric and Power Company
(the "Company") heretofore adopted the Supplemental Executive Retirement Plan of
Savannah Electric and Power Company, as amended and restated January 1, 1996
(the "Plan"); and
WHEREAS, the Company desires to amend the Plan to provide Participants
who incur certain adverse events with additional benefits; and
WHEREAS, the Board of Directors of the Company is authorized pursuant
to Section 9.1 of the Plan to amend the Plan at any time.
NOW, THEREFORE, effective July 15, 1997, the Board of Directors of the
Company hereby amends the Plan as follows:
I.
Delete Section 4.6 in its entirety and replace it with the following:
4.6 Transfers between Companies and Other Special Events.
Except as provided below, following a transfer of employment or after
incurring certain other enumerated events, the Participant shall not be
entitled to or accrue any benefits under the Plan except as provided in
this Section 4.6.
(a) (1) In the event a Participant in the Plan incurs one or
more of the following adverse events prior to commencement of payment
of his benefits under the Plan but after the Participant is eligible to
retire as of an Early Retirement Date, such Participant will be
entitled to the benefit described in Section 4.6(a)(2):
(A) Participant is involuntarily transferred
to another subsidiary or affiliate of The Southern
Company ("Transferee Company") on account of the
functionalization of his job or on account of a
merger or consolidation of the Company and for
reasons other than for cause is terminated by the
Transferee Company, demoted to a lower grade level
position or incurs a salary reduction or freeze,
provided he otherwise remains eligible to participate
in this Plan as a key management level employee as
determined in Article III; or
(B) For reasons other than for cause,
Participant is terminated, demoted to a lower grade
level position or incurs a salary reduction or freeze
by the Company on account of the functionalization of
his job, merger or consolidation of the Company or an
announced restructuring of management level job
positions, provided he otherwise remains eligible to
participate in this Plan as a key management level
employee as determined in Article III.
(2) Participant shall be entitled to a benefit
described in Section 4.1 as if he had attained his Normal
Retirement Date commencing upon the later of age 55 or the
first day of the month first following his termination of
employment from the Transferee Company or Company, as
applicable. In the event a Participant elects to commence his
benefit prior to attainment of age 55, his benefit shall be
calculated as provided in Section 4.1 as if he had attained
his Normal Retirement Date but shall be reduced by one-twelfth
(1/12) of five percent (5%) for each month the benefit
commences prior to the date the Participant would attain age
55.
(3) For purposes of calculating any benefit paid to a
Participant pursuant to this Section 4.6(a), the Participant's
Final Average Salary, Social Security Amount, Assumed Pension
Plan Retirement Benefit and any other component of the benefit
formula under this Plan shall be determined as of the
Participant's date of termination from the Company or, if
later, from the Transferee Company.
(b) In the event a Participant in the Plan voluntarily
transfers to a Transferee Company prior to commencement of payment of
his benefits under the Plan and subsequently retires from the
Transferee Company or another subsidiary or affiliate of The Southern
Company, the benefits to be paid to such Participant under the Plan
shall be the amount determined by multiplying the amount determined in
accordance with Section 4.6(b)(1) times the amount determined in
accordance with Section 4.6(b)(2) below.
(1) Seventy percent (70%) of such Participant's
Final Average Salary reduced by both of the
following:
(A) fifty percent (50%) of such
Participant's Social Security
Amount.
(B) such Participant's Assumed Pension
Plan Retirement Benefit as of the
effective date of such transfer of
employment.
(2) The Participant's number of years and months
of Credited Service as of the effective date
of such transfer plus one year of Credited
Service for each year of subsequent
employment at the other subsidiary or
affiliate of The Southern Company, divided
by the number of years and months of
Credited Service which the Participant will
have completed at age 62 if he remains
employed until such age.
For purposes of calculating any benefit paid a transferred
Participant pursuant to this Section 4.6(b), the Participant's Final
Average Salary, Social Security Amount, Assumed Pension Plan Retirement
Benefit and any other such component of the benefit formula under this
Plan, except for Credited Service as set forth in Section 4.6(b)(2)
above, shall be determined as of the Participant's date of transfer.
If the transferred Participant retires from another subsidiary
or affiliate of The Southern Company or the Company on a date other
than his Normal Retirement Date, dies, becomes disabled or otherwise
ceases to be employed by another subsidiary or affiliate of The
Southern Company or the Company, such Participant, or surviving spouse
in the event of the death of the Participant, shall receive the benefit
available under this Plan due upon the occurrence of such event as if
the Participant continued to accrue service under this Section 4.6(b).
Any such alternative benefit shall be subject to all applicable
limitations, adjustments and reductions described in this Plan that
apply in the event that a Participant retires on a date other than his
Normal Retirement Date, dies, becomes disabled or otherwise terminates
employment with the Company, including but not limited to those set
forth in Sections 4.2, 4.3 and 4.6 hereof and Articles V, VI and VII
hereof.
II.
Delete Section 4.7 in its entirety and replace it with the following:
4.7 Effect of Other Arrangement on Plan Benefits. In the event
a Participant in the Plan enters into a supplemental benefit
arrangement with the Company or Transferee Company other than in
accordance with this Plan, in the sole discretion of the Chief
Executive Officer of the Company or any comparable successor thereto
the benefits to be paid to such Participant under this Plan may be
reduced on an actuarially equivalent basis by the benefits payable to
such Participant under the other supplemental benefit arrangement. The
determination as to whether there exists another supplemental benefit
arrangement shall be made by the Chief Executive Officer of the Company
or any comparable successor thereto in its sole discretion.
IN WITNESS WHEREOF, the Company, through its duly authorized officer,
has adopted the Second Amendment to the Supplemental Executive Retirement Plan
of Savannah Electric and Power Company this ______ day of _____________, 1998.
SAVANNAH ELECTRIC AND POWER COMPANY
By:
Title:_____________________________
ATTEST:
By:
Title:__________________
(CORPORATE SEAL)