EXHIBIT 10(a)66
SOUTHERN COMPANY
DEFERRED COMPENSATION PLAN
Troutman Sanders LLP
600 Peachtree Street, N.E.
5200 NationsBank Plaza
Atlanta, Georgia 30308
(404) 885-3000
Amended and Restated as of January 1, 1998
SOUTHERN COMPANY
DEFERRED COMPENSATION PLAN
TABLE OF CONTENTS
ARTICLE I Purpose and Adoption of Plan................................1
ARTICLE II Definitions................................................1
ARTICLE III Administration of Plan....................................4
ARTICLE IV Eligibility................................................6
ARTICLE V Deferral Election...........................................7
ARTICLE VI Participants'Accounts......................................8
ARTICLE VII Account Distribution.....................................10
ARTICLE VIII Miscellaneous Provisions................................12
SOUTHERN COMPANY
DEFERRED COMPENSATION PLAN
ARTICLE I
Purpose and Adoption of Plan
1.1 Adoption: Southern Company Services, Inc. and the other Employing
Companies established the Deferred Compensation Plan for The Southern Electric
System effective October 1, 1988. The Plan was amended effective October 1,
1988, March 1, 1993 and January 1, 1996, and except as otherwise provided
herein, the terms of the Plan as in effect prior to January 1, 1998 shall
continue to be applicable to deferrals made pursuant to the Plan prior to
January 1, 1998.
.........1.2 Purpose: This Southern Company Deferred Compensation Plan is
designed to permit a select group of management or highly compensated employees
to elect to defer a portion of their regular compensation during each payroll
period and to defer all or a portion of certain short-term and long-term
incentive payments until their death, disability, retirement, or other
termination of employment with an Employing Company. The Plan shall be an
unfunded deferred compensation arrangement whose benefits shall be paid solely
from the general assets of the Employing Companies.
ARTICLE II
Definitions
.........For purposes of the Plan the following terms shall have the following
meanings unless a different meaning is plainly required by the context:
.........2.1 "Account" shall mean the account or accounts established and
maintained by an Employing Company to reflect the interest of a Participant in
the Plan resulting from a Participant's deferral of Compensation or Incentive
Pay and adjustments thereto to reflect income, gains, losses, and other credits
or charges. Charges to Participant's Accounts for distributions shall be posted
as of the date the Committee (or its designee) notifies its paying agent to make
such distribution.
.........2.2 "Board of Directors" shall mean the Board of Directors of the
Company.
.........2.3 "Closing Price" shall mean the closing price on any trading day of
a share of the Common Stock based on consolidated trading as defined by the
Consolidated Tape Association and reported as part of the consolidated trading
prices of New York Stock Exchange listed securities.
.........2.4 "Committee" shall mean the committee referred to in Section 3.1
hereof.
.........2.5 "Common Stock" shall mean the common stock of The Southern Company.
.........2.6 "Company" shall mean Southern Company Services, Inc.
.........2.7 "Compensation" shall mean the monthly rate of an Employee's base
wages or salary paid by any Employing Company to an Employee, including amounts
contributed by an Employing Company to the Employee Savings Plan as Elective
Employer Contributions, as said term is defined in Section 4.1 therein, pursuant
to the Employee's exercise of his or her deferral option made in accordance with
Section 401(k) of the Internal Revenue Code and amounts contributed by an
Employing Company to The Southern Company Flexible Benefits Plan on behalf of
the Employee pursuant to his or her salary reduction election under such plan;
but disregarding overtime and any reimbursements to an Employee paid by any
Employing Company including, but not limited to, reimbursements for such items
as moving expenses, automobile expenses, tax preparation expenses, travel and
entertainment expenses, and health and life insurance premiums.
.........2.8 "Deferral Election" shall mean the Participant's written election
to defer a portion of his or her Compensation or Incentive Pay pursuant to
Article V hereof.
.........2.9 "Distribution Election" shall mean the election under Article VII
hereof, pursuant to which a Participant elects to receive the balance of his or
her Account in either a lump sum or in annual installments following the
Participant's death, disability, retirement or other termination of Employment
with an Employing Company.
.........2.10 "Effective Date" shall mean January 1, 1998.
.........2.11 "Employee" shall mean any person who is currently employed by an
Employing Company.
.........2.12 "Employee Savings Plan" shall mean The Southern Company Employee
Savings Plan, as amended from time to time.
.........2.13 "Employee Stock Ownership Plan" shall mean The Southern Company
Employee Stock Ownership Plan, as amended from time to time.
.........2.14 "Employing Company" shall mean the Company, or any affiliate or
subsidiary (direct or indirect) of The Southern Company, which the Board of
Directors may from time to time determine to bring under the Plan and which
shall adopt the Plan, and any successor of any of them.
.........2.15 "Enrollment Date" shall mean the Effective Date, January 1 of each
Plan Year, and such other dates as may be determined from time to time by the
Committee.
.........2.16 "Incentive Pay" shall mean such long-term or short-term incentive
pay as the Committee shall permit to be deferred under this Plan for any Plan
Year.
.........2.17 "Investment Election" shall mean the Participant's written
election to have his or her deferred Compensation or Incentive Pay invested
pursuant to Section 6.2 or Section 6.3 hereof.
.........2.18 "Non-adopting Company" shall mean any subsidiary or affiliate of
The Southern Company which is not an Employing Company.
.........2.19 "Participant" shall mean an Employee or former employee of an
Employing Company who is eligible to receive benefits under the Plan or who was
so eligible and had an unpaid Account balance upon his or her death, disability,
retirement or other termination of employment with an Employing Company.
.........2.20 "Pension Plan" shall The Southern Company Pension Plan, as amended
from time to time.
.........2.21 "Performance Sharing Plan" shall mean The Southern Company
Performance Sharing Plan, as amended from time to time.
.........2.22 "Plan" shall mean the Southern Company Deferred Compensation Plan,
amended and restated as of January 1, 1998, as further amended from time to
time. Prior to the January 1, 1996 amendment and restatement, the Plan was
entitled the Deferred Compensation Plan for The Southern Electric System.
.........2.23 "Plan Year" shall mean the calendar year.
.........2.24 "Retirement Income" shall have the same meaning as set forth in
the Pension Plan.
.........2.25 "Supplemental Benefit Plan" shall mean The Southern Company
Supplemental Benefit Plan and the Supplemental Executive Retirement Plan of
Savannah Electric and Power Company, each as amended from time to time.
.........2.26 "Valuation Date" shall mean each trading day of the New York Stock
Exchange, or any successor national exchange on which the Common Stock is traded
and with respect to which a Closing Price may be determined.
.........Where the context requires, the definitions of all terms set forth in
the Pension Plan, the Employee Savings Plan, the Employee Stock Ownership Plan,
the Performance Sharing Plan and the Supplemental Benefit Plan shall apply with
equal force and effect for purposes of interpretation and administration of the
Plan, unless said terms are otherwise specifically defined in the Plan. Words in
the masculine gender shall include the feminine and neuter genders, words in the
singular shall include the plural and words in the plural shall include the
singular.
ARTICLE III
Administration of Plan
.........3.1 The general administration of the Plan shall be placed in the
Committee. The Committee shall consist of the Vice President, Human Resources of
The Southern Company, the Director, System Compensation and Benefits of The
Southern Company and the Comptroller of The Southern Company. Any member may
resign or may be removed by the Board of Directors and new members may be
appointed by the Board of Directors at such time or times as the Board of
Directors in its discretion shall determine. The Committee shall be chaired by
the Vice President, Human Resources of The Southern Company and may select a
Secretary (who may, but need not, be a member of the Committee) to keep its
records or to assist it in the discharge of its duties. A majority of the
members of the Committee shall constitute a quorum for the transaction of
business at any meeting. Any determination or action of the Committee may be
made or taken by a majority of the members present at any meeting thereof, or
without a meeting by resolution or written memorandum concurred in by a majority
of the members.
.........3.2 No member of the Committee shall receive any compensation from the
Plan for his or her service.
.........3.3 The Committee shall administer the Plan in accordance with its
terms and shall have all powers necessary to carry out the provisions of the
Plan as may be more particularly set forth herein. The Committee shall interpret
the Plan and shall determine all questions arising in the administration,
interpretation and application of the Plan. Any such determination by the
Committee shall be conclusive and binding on all persons. The Committee may
adopt such regulations as it deems desirable for the conduct of its affairs and
may appoint such accountants, counsel, actuaries, specialists and other persons
as it deems necessary or desirable in connection with the administration of this
Plan. The Committee shall be the Plan's agent for service of process.
.........3.4 The Committee shall be reimbursed by the Employing Companies for
all reasonable expenses incurred by it in the fulfillment of its duties,
including, but not limited to, fees of accountants, counsel, actuaries, and
other specialists, and other costs of administering the Plan.
3.5 (a) The Committee is responsible for the daily administration of
the Plan and may appoint other persons or entities to perform any of its
fiduciary functions. The Committee and any such appointee may employ advisors
and other persons necessary or convenient to help the Committee carry out its
duties, including its fiduciary duties. The Committee shall review the work and
performance of each such appointee, and shall have the right to remove any such
appointee from his or her position. Any person, group of persons or entity may
serve in more than one fiduciary capacity.
(b) The Committee shall maintain accurate and detailed records and
accounts of Participants and of their rights under the Plan and of all receipts,
disbursements, transfers and other transactions concerning the Plan. Such
accounts, books and records relating thereto shall be open at all reasonable
times to inspection and audit by the Board of Directors and by any persons
designated thereby.
(c) The Committee shall take all steps necessary to ensure that the
Plan complies with the law at all times. These steps shall include such items as
the preparation and filing of all documents and forms required by any
governmental agency; maintaining of adequate Participants' records; recording
and transmission of all notices required to be given to Participants and their
beneficiaries; the receipt and dissemination, if required, of all reports and
information received from an Employing Company; securing of such fidelity bonds
as may be required by law; and doing such other acts necessary for the proper
administration of the Plan. The Committee shall keep a record of all of its
proceedings and acts, and shall keep all such books of account, records and
other data as may be necessary for proper administration of the Plan. The
Committee shall notify the Employing Companies upon their request of any action
taken by the Committee, and when required, shall notify any other interested
person or persons.
ARTICLE IV
Eligibility
.........4.1 Any Employee whose compensation equals or exceeds such minimum
amount as may be established by the Committee from time to time may elect to
participate in the Plan beginning on any Enrollment Date by electing to have his
or her Compensation or Incentive Pay reduced and such amounts contributed to the
Plan in accordance with Article V hereof, and directing the investment of such
contributions in accordance with Article VI hereof. The Committee shall be
authorized to establish the minimum compensation required for eligibility to
participate in the Plan, to be effective as of the first day of the next
succeeding Plan Year. Notwithstanding the foregoing, any Employee eligible to
participate in any similar deferred compensation plan maintained by an Employing
Company or maintained by a Non-adopting Company shall be ineligible to defer
Compensation or Incentive Pay under this Plan, unless the Committee in its sole
discretion shall determine otherwise.
.........4.2 Notwithstanding the above, the Committee shall be authorized to
modify the minimum compensation amount and to rescind the eligibility of any
Participant if necessary or advisable to insure that the Plan is maintained
primarily for the purpose of providing deferred compensation to a select group
of management or highly compensated employees, as such terms are defined by the
Employee Retirement Income Security Act of 1974, as amended.
.........4.3 The Committee shall have the authority to permit, if it deems
appropriate, separate Deferral Elections under Article V hereof, Investment
Elections under Article VI hereof, and Distribution Elections under Article VII
hereof for Compensation and Incentive Pay, respectively.
ARTICLE V
Deferral Election
.........5.1 A Participant may elect to defer payment of a portion of his or her
Compensation otherwise payable to him by his or her Employing Company during
each payroll period of the next succeeding Plan Year by any whole percentage not
to exceed fifty percent (50%) of his or her Compensation, or such greater or
lesser amount as shall be determined by the Committee from time to time. A
Participant may also elect to defer payment of up to one hundred percent (100%),
by whole percentages, of any Incentive Pay otherwise payable to him or her by
his or her Employing Company.
.........5.2 The Deferral Election shall be made in writing on a form prescribed
by the Committee and shall state as follows:
(a) That the Participant wishes to make an election to defer the
receipt of a portion of his or her Compensation or all or a portion of his or
her Incentive Pay;
(b) The whole percentage of his or her Compensation or Incentive Pay
which the Participant elects to defer; and
(c) The Distribution Election under Article VII hereof.
.........5.3 The initial Deferral Election of a new Participant shall be made by
written notice signed by the Participant and delivered to the Participant's
Employing Company by the date established by the Committee and shall be
effective on the next occurring Enrollment Date. Any modification or revocation
of the most recent Deferral Election shall be made by written notice signed by
the Participant and delivered to the Participant's Employing Company by the date
established by the Committee and shall be effective on the first day of the Plan
Year immediately following the date of the Deferral Election. A Deferral
Election with respect to the deferral of future Compensation or Incentive Pay
shall be an annual election for each Plan Year unless otherwise modified or
revoked as provided herein. The termination of a Participant's participation in
the Plan shall not affect the Participant's Compensation or Incentive Pay
previously deferred under the Plan, which shall be invested and distributed in
accordance with the Participant's elections and the terms and conditions of the
Plan.
.........5.4 Notwithstanding the provisions of Section 5.4 of the Plan, the
Committee, in its sole discretion upon written application by a Participant, may
authorize the suspension of a Participant's Deferral Election in the event of an
unforeseen emergency or hardship of the Participant. A Deferral Election
suspension will be on account of hardship if it is necessary in light of
immediate and heavy financial needs of the Participant which cannot reasonably
be met from the Participant's other financial resources. For this purpose, any
amounts held in the Participant's accounts in the Employee Savings Plan and the
Employee Stock Ownership Plan shall not be deemed to be reasonably available.
Any Deferral Election suspension authorized by the Committee shall become
effective as of the first payroll period beginning thirty (30) days after
receipt by the Participant's Employing Company of the Participant's suspension
application, or as soon as practicable after the receipt of such application.
Such Deferral Election suspension shall be effective for the remainder of the
Plan Year of application and shall be deemed an annual election by the
Participant for each succeeding Plan Year unless otherwise modified by the
Participant under the provisions of Section 5.3 hereof.
ARTICLE VI
Participants' Accounts
.........6.1 Upon the Committee's receipt of a Participant's valid Deferral
Election under Article V hereof, beginning as of the Enrollment Date, the
designated portion of Compensation and Incentive Pay shall be credited to the
Participant's Account as of the date of each such deferral in accordance with
the provisions of this Article VI.
.........6.2 On the last business day of each month the Account of each
Participant electing to invest his or her deferred Compensation or Incentive Pay
for a Plan Year in accordance with this Section 6.2 shall be credited by the
Employing Company with an amount, in lieu of interest, equal to the monthly
equivalent of the per annum prime rate of interest as published by the Wall
Street Journal as the base rate on corporate loans posted as of the last
business day of each month by at least seventy five (75%) percent of the United
States' largest banks, compounded monthly on any Account balance until such
balance is fully distributed.
.........6.3 The Account of each Participant electing to invest his or her
deferred Compensation or Incentive Pay for a Plan Year in accordance with this
Section 6.3 shall be credited on the date of deferral with the deemed number of
shares (including fractional shares) of Common Stock which could have been
purchased on such date with the dollar amount of such deferral, based upon the
Common Stock's Closing Price on the Valuation Date immediately preceding the
date of deferral. As of the date on which occurs the payment of dividends on the
Common Stock, there shall be credited with respect to the deemed number of
shares of Common Stock in the Participant's Account on such date such additional
deemed shares (including fractional shares) of Common Stock as follows:
(a) In the case of cash dividends, such additional deemed
shares as could be purchased at the Closing Price on the Valuation Date
immediately preceding the dividend payment date with the dividends
which would have been payable on the deemed number of shares previously
credited to the Participant's Account;
(b) In the case of dividends payable in property other than
cash or Common Stock, such additional deemed shares as could be
purchased at the Closing Price on the Valuation Date immediately
preceding the dividend payment date with the fair market value of the
property which would have been payable on the deemed number of shares
previously credited to the Participant's Account; or
(c) In the case of dividends payable in Common Stock, such
additional deemed shares as would have been payable on the deemed
number of shares previously credited to the Participant's Account.
.........6.4 The Investment Election by a Participant with respect to his or her
Account shall be made in writing on a form prescribed by the Committee.
Investment Elections shall be delivered to the Participant's Employing Company
prior to the first (1st) day of the month immediately prior to his or her
Enrollment Date or the next succeeding Plan Year, as appropriate, and shall be
effective on such Enrollment Date or the first day of such succeeding Plan Year.
Investment Elections shall be irrevocable and shall continue from Plan Year to
Plan Year unless the Participant changes the Investment Election regarding
future deferred Compensation or Incentive Pay by submitting a written request to
his or her Employing Company on a form prescribed by the Committee. Any such
change shall become effective as of the first day of the Plan Year next
following the Plan Year in which such request is submitted to the Employing
Company. No transfer of amounts between investment options shall be permitted
under the Plan.
.........6.5 As of the last day of each Plan Year, the Committee shall issue a
report to each Participant holding an Account, setting forth the dollar amount
of deferrals invested under Section 6.2 hereof as of the last day of the Plan
Year and, with respect to deferrals invested under Section 6.3 hereof, the
aggregate Closing Price of the number of shares of Common Stock credited to each
Participant's Account as of the Valuation Date on or immediately preceding the
last day of the Plan Year.
ARTICLE VII
Account Distribution
.........7.1 When a Participant retires or terminates his or her employment with
an Employing Company, he or she shall be entitled to receive in cash an amount
equal to the dollar amount of any deferrals and any amounts in lieu of interest
thereon credited to his or her Account under the Investment Election of Section
6.2 hereof, and the dollar value of the aggregate Closing Price of the number of
deemed shares of Common Stock (and fractions thereof) credited to his or her
Account in accordance with the Investment Election of Section 6.3 hereof,
determined as of the date following such termination or retirement that the
Company notifies its paying agent to make the distribution or the immediately
preceding Valuation Date, and any replacement benefits provided under Sections
6.2, 6.3 and 6.4 hereof prior to January 1, 1996, such amounts to be paid in
accordance with the Participant's most recent Distribution Election. The
transfer by a Participant between subsidiaries or affiliates of The Southern
Company shall not be deemed to be a termination of employment with an Employing
Company for purposes of the Plan. No portion of a Participant's Account shall be
distributed in Common Stock.
.........7.2 In the event that a Participant's most recent Distribution Election
is to receive a lump sum distribution of his or her Account, the dollar amount
determined under Section 7.1 hereof shall be paid to the Participant not later
than sixty (60) days following the date on which the Participant's termination
of employment occurs, or as soon as reasonably practicable thereafter.
.........7.3 In the event that a Participant's most recent Distribution Election
is to receive the distribution of his or her Account in annual installments, the
first payment shall be made not later than sixty (60) days following the date on
which the Participant's termination of employment occurs, or as soon as
reasonably practicable thereafter, and shall be in an amount equal to the dollar
balance in the Participant's Account determined under Section 7.1 hereof,
divided by the number of annual installments elected. Subsequent annual
installments shall be in an amount equal to the dollar value of the
Participant's Account determined under Section 7.1 hereof divided by the number
of the remaining annual payments, and shall be paid as soon as practicable
following each anniversary of the initial payment date until the balance of the
Participant's Account is paid in full.
.........7.4 The Participants' initial Distribution Elections may not be revoked
and shall govern the distribution of the Participants' Accounts. Notwithstanding
the foregoing, and except as otherwise provided herein, the Committee may, in
its sole discretion, upon application by a Participant, accept an amended
Distribution Election from a Participant provided the election is made not prior
to the 395th day nor later than the 365th day prior to a distribution of such
Participant's Account in accordance with the terms of the Plan; provided
further, however, that any Participant who is required to file reports pursuant
to Section 16(a) of the Securities and Exchange Act of 1934, as amended, with
respect to equity securities of The Southern Company shall not be permitted to
amend his or her Distribution Election during any time period for which such
Participant is required to file any such reports with respect to the portion of
his or her Account invested in accordance with the provisions of Section 6.3 of
the Plan, unless the Committee in its sole discretion shall determine otherwise.
.........7.5 Upon the death of a Participant prior to the complete distribution
his or her Account, the unpaid Account balance shall be paid in the sole
discretion of the Committee (a) in a lump sum to the Participant's designated
beneficiary within sixty (60) days following the date on which the Committee is
provided evidence of the Participant's death (or as soon as reasonably
practicable thereafter) or (b) in accordance with the Distribution Election made
by such Participant. In the event a beneficiary designation is not on file or
the designated beneficiary is deceased or cannot be located, payment will be
made to the Participant's estate.
.........7.6 Beneficiary designations may be changed by the Participants at any
time without the consent of any prior beneficiary.
.........7.7 Upon the total disability of a Participant, as determined by the
Social Security Administration, prior to the complete distribution of his or her
Account, the unpaid balance of his or her Account shall be paid in the sole
discretion of the Committee (a) in a lump sum to the Participant or his or her
legal representative within sixty (60) days following the date on which the
Committee receives notification of the determination of disability by the Social
Security Administration (or as soon as reasonable practicable thereafter) or (b)
in accordance with the Participant's Deferral Election.
.........7.8 Upon application made by a Participant, his or her designated
beneficiary, or an authorized legal representative, the Committee may in its
sole discretion determine to accelerate payments or, in the event of death or
total disability (as determined by Social Security Administration), may extend
or otherwise make payments in a manner different from the manner in which such
payment would otherwise be made under the Participant's Deferral Election in the
absence of such determination.
ARTICLE VIII
Miscellaneous Provisions
.........8.1 Neither the Participant, his or her beneficiary, nor his or her
legal representative shall have any rights to commute, sell, assign, transfer or
otherwise convey the right to receive any payments hereunder, which payments and
the rights thereto are expressly declared to be non-assignable and
nontransferable. Any attempt to assign or transfer the right to payments of this
Plan shall be void and have no effect.
.........8.2 An Employing Company maintaining an Account for the benefit of a
Participant shall neither reserve nor specifically set aside funds for the
payment of its obligations under the Plan, and such obligations shall be paid
solely from the general assets of the Employing Companies. Notwithstanding that
a Participant shall be entitled to receive the balance of his or her Account
under the Plan, the assets from which such amount may be paid shall at all times
be subject to the claims of the creditors of the Participants' Employing
Companies.
.........8.3 The Plan may be amended, modified, or terminated by the Board of
Directors in its sole discretion at any time and from time to time; provided,
however, that no such amendment, modification, or termination shall impair any
rights to any amounts which have been earned or deferred under the Plan prior to
such amendment, modification, or termination. Payment in full in cash of the
amount credited to a Participant's Account as of the date of any amendment,
modification of termination of the Plan shall not be deemed to be an impairment
of the Participant's rights under the Plan. The Plan may also be amended or
modified by the Committee if such amendment or modification does not involve a
substantial increase in cost to any Employing Company.
.........8.4 It is expressly understood and agreed that the payments made in
accordance with the Plan are in addition to any other benefits or compensation
to which a Participant may be entitled or for which he or she may be eligible,
whether funded or unfunded, by reason of his or her employment with any
Employing Company.
.........8.5 There shall be deducted from each payment under the Plan the amount
of any tax required by any governmental authority to be withheld and paid over
by an Employing Company to such governmental authority for the account of the
person entitled to such distribution.
.........8.6 Any Compensation or Incentive Pay deferred by a Participant while
employed by an Employing Company shall not be considered "compensation," as the
term is defined in the Employee Savings Plan, the Employee Stock Ownership Plan,
or the Pension Plan. Distributions from a Participant's Account shall not be
considered wages, salaries or compensation under any other employee benefit
plan.
.........8.7 No provision of this Plan shall be construed to affect in any
manner the existing rights of an Employing Company to suspend, terminate, alter,
modify, whether or not for cause, the employment relationship of the Participant
and his or her Employing Company.
.........8.8 This Plan, and all rights under it, shall be governed by and
construed in accordance with the laws of the State of Georgia.
.........IN WITNESS WHEREOF, this Amended and Restated Deferred Compensation
Plan has been executed pursuant to resolutions of the Board of Directors of
Southern Company Services, Inc., this ___ day of March, 1998, to be effective as
provided herein.
......... SOUTHERN COMPANY SERVICES, INC.
......... By:______________________________
......... C. Alan Martin
..... Vice President, Human Resources
Attest:
By: ______________________________
Tommy Chisholm
Secretary