Exhibit 10(f)23
1997 DEFERRED COMPENSATION PLAN
FOR
DIRECTORS OF SAVANNAH ELECTRIC AND POWER COMPANY
Effective April 1, 1997
Article I
Definitions
1.1 "Account shall mean the Deferred Compensation Account established for
each Director electing to participate in the Plan pursuant to Article
VI.
1.2 "Accrued Pension" means the U.S. dollar amount of the
actuarially-determined present value of the accrued and unpaid past
service pension benefits under The Southern Company Outside Directors
Pension Plan (the "Directors Pension Plan") of a Director acting as
such at and as of December 31, 1996, as calculated as of the
termination date of the Directors Pension Plan (the "Termination
Date"), taking into account the Director's age and years and months of
past service and such other assumptions as shall be reasonable and
uniformly applied to all Directors.
1.3 "Board of Directors" or "Board" shall mean the Board of Directors of
Savannah Electric and Power Company.
1.4 "Common Stock" shall mean the common stock of Southern Company.
1.5 "Company" shall mean Savannah Electric and Power Company.
1.6 "Committee" shall mean the Administrative Benefits Committee of the
Company.
1.7 "Compensation" 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.
1.8 "Deferral Election" shall mean the written election by a Director to
defer payment of all or a portion of his Compensation under the Plan
pursuant to Article VI.
1.9 "Director" shall mean a member of the Board of Directors and shall
include an Advisory Director.
1.10 "Investment Election" shall mean the written election by a Director to
have his deferred Compensation invested pursuant to Section 7.2 or
Section 7.3.
1.11 "Market Value" shall mean the average of the high and low prices of the
Common Stock, as published in the Wall Street Journal in its report of
New York Stock Exchange composite transactions, on the date such Market
Value is to be determined, as specified herein (or the average of the
high and low sale prices on the trading day immediately preceding such
date if the Common Stock is not traded on the New York Stock Exchange
on such date).
1.12 "Plan" shall mean the 1997 Deferred Compensation Plan for Directors of
Savannah Electric and Power Company.
1.13 "Plan Period" shall mean the period designated in Article V.
Article II
Purpose
2.1 The Plan provides a method of deferring payment to a Director of his
Compensation until a date following the termination of his membership
on the Board of Directors.
Article III
Eligibility
3.1 An individual who serves as a Director and is not otherwise actively
employed by the Company or any of its subsidiaries or affiliates shall
be eligible to participate in the Plan.
Article IV
Administration
4.1 The Plan shall be administered by the Committee, as appointed from
time to time. The Committee shall have the power to interpret the Plan
and, subject to its provisions, to make all determinations necessary
or desirable for the Plan's administration.
Article V
Plan periods
5.1 The first Plan Period shall commence April 1, 1997. Said first Plan
Period shall be a nine-month period and all subsequent Plan periods
shall be on a calendar year basis, except that the initial Plan Period
applicable to any person elected to fill a vacancy on the Board of
Directors who was not a Director on the preceding December 31 shall
begin on the first day of such Director's membership on the Board of
Directors.
Article VI
Participation
6.1 Prior to the beginning of any Plan Period, a Director may elect to
participate in the Plan by directing that payment of all or any part
of the Compensation which would otherwise be paid to the Director in
the next succeeding Plan Period be deferred until the Director
terminates his membership on the Board of Directors and elects to
commence distribution of his Deferred Compensation Account pursuant to
the terms of the Plan.
6.2 The Deferral Election shall be in writing on a form prescribed by the
Committee and shall state (a) that the Director wishes to make an
election to defer payment of his Compensation, (b) the
percentage/dollar amount of Compensation to be deferred, (c) the
method of payment, which shall be the payment of a lump sum or a
series of annual payments not to exceed ten (10), and (d) the time for
commencement of distribution of his Account balance, which shall be
not later than the first day of the month coinciding with or next
following the second anniversary of the termination of his membership
on the Board of Directors. Each Director making a Deferral Election in
accordance with the terms of the Plan, and his successors, heirs and
assigns shall be bound as to any action taken pursuant to the terms
thereof and to the terms of the Plan.
6.3 Deferred Pension Election
(a) Any Director, who has an Accrued Pension as of the Termination
Date, may make a single one-time election, on or before April
1, 1997 in writing and on a form to be furnished by the
Committee, to convert his or her Accrued Pension into a
deferred pension account under the Plan (a "Deferred Pension
Account"). Upon making a deferred pension election (a
"Deferred Pension Election"), a new Deferred Pension Account
will be established in the Director's name and will be
credited with the amount of his or her Accrued Pension so
converted.
(b) Once made, a Deferred Pension Election cannot be changed or
revoked.
(c) A Deferred Pension Election shall defer the starting date for
the payment of the designated amount of the Director's Accrued
Pension, and any investment return credited thereon, until the
termination of the Director's membership on the Board.
(d) In the event of any such Deferred Pension Election, the form
of payment of any distribution (i.e., in a lump sum or in up
to ten approximately equal annual installments) and the
starting date of such distribution, (which may not be later
than the date which is twenty-four (24) months following the
date of termination of membership on the Board) shall be
elected at the same time. Except as herein provided, such
form-of-payment election shall not be changed or revoked.
6.4 The Deferral Election shall be made by written notice delivered to the
Secretary of the Company prior to the first day of the next succeeding
Plan Period and shall be effective on the first day of such succeeding
Plan Period. The Deferral Election made in accordance with this
Article shall be irrevocable. Such Deferral Election shall continue
from Plan Period to Plan Period unless the Director terminates
participation or changes the Deferral Election regarding future
payments by submitting a written request to the Secretary of the
Company on a form prescribed by the Committee. Any such termination or
change shall become effective as of the first day of the Plan Period
next following the Plan period in which such request is given. A
termination of participation in the Plan or change in Deferral
Election regarding future payments shall not affect amounts previously
deferred. The initial Deferral Election made after the effective date
of this Amendment and Restatement with respect to (a) the method of
payment, whether it be lump sum or installments, including the number
of installments selected, and (b) the time for commencement of
distribution of a Participant's Account may not be revoked and shall
govern the distribution of a participant's Account, except as provided
in Section 6.6. Notwithstanding the foregoing, if the Compensation
paid to a Director is increased during a Plan Period, such Director
shall receive a Deferral Election form prescribed by the Committee and
shall be entitled to make a new deferral election regarding increased
future Compensation effective as of the date the increase in
Compensation occurs.
6.5 A Director who has filed a termination of Deferral Election may
thereafter file a new Deferral Election to participate for Plan periods
subsequent to the Plan Period of the filing of such Deferral Election.
The new Deferral Election shall not affect amounts previously deferred.
6.6 Except as provided below, with the approval of the Committee, a
Director may amend a prior Deferral Election on a form prescribed by
the Committee not prior to the 390th day nor later than the 360th day
prior to his termination of membership on the Board of Directors in
order to change (a) the form, and/or (b) the time for commencement of
the distribution of his Deferred Compensation Account in accordance
with the terms of the Plan. Any such amendment to a prior Deferral
Election, as described in this Section 6.6, shall be contingent upon
the Director's completion of his term of membership on the Board of
Directors, except in the event of the disability or death of such
Director.
Article VII
Deferred Compensation Accounts
7.1 An Account shall be established on the Company books for each Director
electing to defer all or a portion of his Compensation, which shall be
credited with (a) any Compensation deferred in accordance with Article
VI and (b) pursuant to each Director's Investment Election, the
amounts computed in accordance with Section 7.2 and/or the number of
shares computed in accordance with Section 7.3.
7.2 The Deferred Compensation Account of each Director electing to invest
his deferred Compensation for a Plan period pursuant to this Section
7.2 shall be credited with an amount computed by the Company by
treating the amount deferred as a sum certain to which the Company
will add in lieu of interest an amount equal to the prime rate of
interest as published in the Wall Street Journal. Interest shall be
computed as if credited from the date such Compensation would
otherwise have been paid and shall be compounded quarterly at the end
of each calendar quarter. The prime rate in effect on the first day of
each calendar quarter shall be deemed the prime rate in effect for
each calendar quarter. Interest will be treated as if accrued and will
be compounded on any balance until such amount is fully distributed.
7.3 The Deferred Compensation Account of each Director electing to invest
his deferred Compensation for a Plan Period pursuant to this Section
7.3 shall be credited with the number of shares (including fractional
shares) of Common Stock which could have been purchased on the date
such deferred Compensation otherwise would have been paid based upon
the Common Stock's Market Value. As of each date of payment of
dividends on the Common Stock, there shall be credited with respect to
shares of Common Stock in the Director's Deferred Compensation Account
such additional shares (including fractional shares) of Common Stock
as follows:
(a) In the case of cash dividends, such additional shares
as could be purchased at the Market Value as of the
dividend payment date with the dividends which would
have been payable if the credited shares had been
outstanding;
(b) In the case of dividends payable in property other
than cash or Common Stock, such additional shares as
could be purchased at the Market Value as of the
payment date with the fair market value of the
property which would have been payable if the
credited shares had been outstanding; or
(c) In the case of dividends payable in Common Stock,
such additional shares as would have been payable on
the credited shares if they had been outstanding.
7.4 The Investment Election by a Director with respect to his Deferred
Compensation Account shall be made in writing on a form prescribed by
the Committee and delivered to the Secretary of the Company prior to
the first day of the next succeeding Plan Period and shall be
effective on the first day of such succeeding Plan Period. The
Investment Election made in accordance with this Article VII shall be
irrevocable. Such Investment Election shall continue from Plan Period
to Plan Period unless the Director changes the Investment Election
regarding future deferred Compensation by submitting a written request
to the Secretary of the Company on a form prescribed by the Committee.
Any such change shall become effective as of the first day of the Plan
Period next following the Plan Period in which such request is given.
7.5 At the end of each Plan Period, a report shall be issued to each
Director who has a Deferred Compensation Account which sets forth the
amount and Market Value of any shares of Common Stock (and fractions
thereof) reflected in such Account.
Article VIII
Distribution of Accounts
8.1 When a Director terminates his membership on the Board of Directors,
said Director shall be entitled to receive the entire amount and the
Market Value of any shares of Common Stock (and fractions thereof)
reflected in his Deferred Compensation Account payable in cash in
accordance with his Deferral Election. No portion of a Director's
Deferred Compensation Account shall be distributed in Common Stock. In
the event a Director shall have elected to receive the balance of his
Deferred Compensation Account in a lump sum, distribution shall be
made on the first day of the month selected by the Director in
accordance with the terms of the Plan, or as soon as reasonably
possible thereafter. In the event the Director shall have elected to
receive annual installments, the first payment shall be on the first
day of the month selected by a Director, or as soon as reasonably
possible thereafter, and shall be paid an amount equal to the balance
in the Director's Account on such date divided by the number of annual
installment payments. Each subsequent annual payment shall be an
amount equal to the balance in the Director's Account on the payment
date divided by the number of remaining annual payments and shall be
paid on the anniversary of the preceding payment date. Notwithstanding
a Director's election to receive his Deferred Compensation Account
Balance in annual installments, the Committee, in its sole discretion
upon request of the Director or his legal representative may
accelerate the payment of any such installments for cause. The Market
Value of any shares of Common Stock credited to a Director's Deferred
Compensation Account shall be determined as of the twenty-fifth (25th)
day of the month immediately preceding the date of any lump sum or
installment distribution.
8.2 Upon the death of a Director, or a former Director prior to the
payment of all amounts and the Market Value of any shares of Common
Stock (and fractions thereof) credited to said Director's Account, the
unpaid balance shall be paid in the sole discretion of the Committee
(a) in a lump sum to the designated beneficiary of such Director or
former Director within thirty (30) days of the date of death (or as
soon as reasonably possible thereafter) or (b) in accordance with the
Deferral Election made by such Director or former Director. In the
event a beneficiary designation has not been made, or the designated
beneficiary is deceased or cannot be located, payment shall be made to
the estate of the Director or former Director. The Market Value of any
shares of Common Stock credited to a Director's Deferred Compensation
Account shall be determined as of the twenty-fifth (25th) day of the
month immediately preceding the date of any lump sum or installment
distribution.
8.3 The beneficiary designation referred to above may be changed by a
Director or former Director at any time, and without the consent of
the prior beneficiary, on a form to be provided by the Secretary of
the Company.
Article IX
Miscellaneous
9.1 No Director or beneficiary shall have any right to sell, assign,
transfer, encumber or otherwise convey the right to receive payment of
any benefit payable hereunder, which payment and the right thereto are
expressly declared to be nonassignable and nontransferable. Any
attempt to do so shall be null and void and of no effect.
9.2 The Company shall not reserve or otherwise set aside funds for the
payment of its obligations hereunder, which obligations will be paid
from the general assets of the Company. Notwithstanding that a
Director shall be entitled to receive the entire amount in his
Deferred Compensation Account as provided in Section 8.1, any amounts
credited to a Director's Account to be paid to such Director shall at
all times be subject to the claims of the Company's creditors.
9.3 The Board of Directors may terminate the Plan at any time or may, from
time to time, amend the Plan; provided however, that no such amendment
or termination shall impair any rights to payments which had been
deferred under the Plan prior to the termination or amendment.
9.4 This Plan shall be construed in accordance with and governed by the
laws of the State of Georgia.
IN WITNESS WHEREOF, the Plan has been executed pursuant to resolutions
of the Executive Committee of the Board of Directors of Savannah Electric and
Power Company, this _____ day of ________________, 1997.
SAVANNAH ELECTRIC AND POWER COMPANY
By:________________________________
Attest:
By: ______________________________
Savannah Electric and Power Company
[Corporate Seal]