EXHIBIT 10(c)77 SUPPLEMENTAL PENSION AGREEMENT THIS AGREEMENT, made as of the ___ day of ___________, 1994, by and between GEORGIA POWER COMPANY, a corporation organized and existing under the laws of the State of Georgia (the "Company") and WARREN Y. JOBE (the "Employee"), WITNESSETH THAT WHEREAS, the Employee's formal employment by the Company began on November 1, 1975 and his employment by Southern Company Services, Inc. ("SCSI") began on May 3, 1971; however, his valuable services to the Company actually commenced at a considerably earlier date with his employment on September 1, 1963 as a certified public accountant with Arthur Andersen & Company. The knowledge and experience acquired by the Employee while in this capacity has proven of great value to the Company in the years since his formal employment and will, in the opinion of the Company, continue to do so in the future. WHEREAS, under prevailing interpretation of the provisions of the Internal Revenue Code applicable to "qualified" pension plans, the Company's Pension Plan may not take into account the years of the Employee's service prior to his formal employment by SCSI on May 3, 1971, with the result that, to the extent such years may not be counted, the Employee's pension will be reduced below what the Company believes it should be. "The Plan" as used herein shall refer to the Pension Plan for Employees of Georgia Power Company, as amended from time to time. Defined terms in the Plan are used herein with the same meaning. WHEREAS, the Company desires not only to recognize the valuable services rendered and currently being rendered by the Employee, but also desires to secure the continued services of the Employee. The Employee is willing to enter into this Agreement if the Company agrees to pay certain amounts, all in accordance with the provisions hereinafter set forth. NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the parties agree as follows: 1. If the Employee shall continue to serve the Company faithfully, diligently and competently to the best of his ability from the date of this Agreement until either a. such date after his service as an employee shall terminate by action of the Board of Directors; or b. his retirement in accordance with the provisions of the Plan; or c. his death while in the service of the Company if his spouse is entitled to benefits as a Provisional Payee under the Plan; then the provisions of Paragraphs 2 and 3 hereof shall be operative. 2. The Company shall pay to the Employee commencing on his retirement date under the Plan, if he shall retire in accordance with the provisions of the Plan, and thereafter on the first day of each succeeding month during the lifetime of the Employee, an amount per month equal to the difference between the monthly amount payable to the Employee under the Plan as it shall then be in effect at the time any monthly amount shall be payable in accordance with this paragraph and the monthly amount which would have been payable to him under the Plan if the Employee's period of Accredited Service under the Plan included the period from September 1, 1963 to May 3, 1971, less any deductions hereinafter provided; provided, however, that for the purpose of computing a monthly amount payable to the Employee under the Plan no limitation on benefits imposed by the Internal Revenue Code as it now exists or is hereafter amended or any other limiting legislation shall be taken into account. The computations required for the determination of the monthly payments hereunder and the periods used as periods of Accredited Service shall be calculated so as to give appropriate effect in each instance to the exclusion of any portions of such period on account of eligibility, military service, leave of absence, or otherwise as may be required under the Plan as it shall be in effect at the time such monthly payment is to be made. 3. If, in accordance with the terms of the Plan, the Employee shall have a Provisional Payee entitled to receive payments thereunder, then the Provisional Payee shall be entitled to payments under this Agreement which,-when added to payments to her under the Plan, would be appropriate if the Employee's service from September 1, 1963 to May 3, 1971 had been rendered to the Company. 4. Neither the entering into nor the termination of this Agreement for any cause shall affect the Employee's right to such salary, fees or other compensation for his services as an employee, officer or director of the Company as it has agreed or may agree to pay him prior to or subsequent to his termination of service nor his right to participate in and receive benefits under any plan or plans of the Company now existing, or which may hereafter exist, providing benefits for its employees. 5. The Employee shall not, under any circumstances, have any option or right to require payments hereunder otherwise than in accordance with the terms hereof and after the terms and contingencies herein specified have been met. Except as specifically allowed by law, neither the Employee nor any Provisional Payee shall have any power of anticipation, alienation, mortgage, pledge, encumbrance or assignment of payments contemplated hereunder, and all rights and benefits of the Employee and of any Provisional Payee shall be for his or her sole personal benefit, and no other person shall acquire any right, title or interest hereunder by reason of any sale, assignment, mortgage, pledge, encumbrance, transfer, claim or judgment or bankruptcy proceedings against the Employee or his Provisional Payee. 6. Nothing contained in this Agreement shall be construed to affect in any manner the existing rights of the Company or the Employee to suspend, terminate, alter or modify, whether or not for cause, the employment relationship contemplated by Paragraph 1 hereof. 7. The failure of either party to insist in any one or more instances upon performance of any of the terms or conditions of this Agreement shall not be construed as a waiver or a relinquishment of any right granted hereunder or of the future performance of any such term, covenant or condition, but the obligation of either party with respect thereto shall continue in full force and effect. 8. The Employee and the Company agree that the validity of this Agreement or any of the provisions hereof shall be determined under and according to the laws of the State of Georgia, and that the Agreement and its provisions shall be interpreted and construed in accordance with the laws of that State. 9. This Agreement shall be binding upon and inure to the benefit of the parties hereto and any successor to the business of the Company, but neither this Agreement nor, any right hereunder may be assigned by the Employee, and in any event, the Agreement shall, if not sooner terminated, terminate for all purposes upon the death of the Employee or, if his Provisional Payee shall survive the Employee and shall be entitled to receive any payments hereunder, upon the death of the Provisional Payee, and the satisfaction by the Company of its obligations arising theretofore under the Agreement. IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer and the Employee has executed this Agreement in duplicate on or as of the day and year first above written. ATTEST: GEORGIA POWER COMPANY By: Secretary Its: Witness Employee Warren Y. Jobe