Exhibit 10(a)75
FIRST AMENDMENT TO THE
DEFERRED COMPENSATION PLAN
FOR THE DIRECTORS OF THE SOUTHERN COMPANY
WHEREAS, the Deferred Compensation Plan for Directors of The Southern
Company (the "Plan") was amended and restated effective October 20, 1986, which
amendment and restatement included changes to permit eligible Directors of The
Southern Company (the "Company") (1) to elect to treat compensation deferred
under the Plan as though invested in fixed income or common stock of The
Southern Company, (2) to receive distribution of deferred amounts in a lump sum
or up to ten (10) annual installments beginning not later than the second
anniversary of the termination of their membership on the Board of Directors,
and (3) to change the method of payment of their account balance under the Plan
from lump sum to installments, or vice versa, shortly before their termination
of membership on the Board of Directors; and
WHEREAS, the Board of Directors of the Company desires to amend the
Plan (1) to change the period of time during which a Director may elect to
change the method of payment of his account balance under the Plan, (2) to
require that any such change in the method of payment be contingent upon the
Director's completion of his term of membership on the Board of Directors,
except in the event of disability or death, and (3) to authorize the
Compensation Committee to accelerate installment distributions in its sole
discretion for cause upon request by a Director or his legal representative; and
WHEREAS, the Board of Directors of the Company has the authority to
amend the Plan from time to time in accordance with Section 9.3 of the Plan;
NOW, THEREFORE, effective January 19, 1987, the Board of Directors of
The Southern Company hereby amends the Deferred Compensation Plan for Directors
of The Southern Company as follows:
I.
The Plan shall be amended by deleting Section 6.5 of the Plan in its
entirety and substituting therefor the following language as Section 6.5
therein:
6.5 With the approval of the Compensation Committee, a
Director may amend a prior Deferral Election on a form prescribed by
the Compensation 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 6.5, 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.
II.
Section 8.1 of the Plan shall be amended by deleting said Section in
its entirety and substituting therefor the following language as Section 8.1
therein:
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 the Director, or as soon as reasonably possible
thereafter, and shall be an amount equal to the balance in the
Director's Deferred Compensation Account on such date divided by the
number of annual installment payments. Each subsequent annual payment
shall be an amount equal to the balance of 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 Compensation
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.
-2-
III.
Except as amended by this First Amendment, the Plan shall remain in
full force and effect as amended and restated by the Company effective October
20, 1986.
IN WITNESS WHEREOF, this First Amendment has been executed pursuant to
resolutions of the Board of Directors of The Southern Company, this ____ day of
_____________________, 19__.
THE SOUTHERN COMPANY
By:
Robert H. Radcliff, Jr.
Chairman
Compensation Committee
Attest:
By:
Tommy Chisholm
Secretary
The Southern Company
[CORPORATE SEAL]
-3-
SECOND AMENDMENT
TO THE DEFERRED COMPENSATION PLAN
FOR THE DIRECTORS OF THE SOUTHERN COMPANY
WHEREAS, the Board of Directors of The Southern Company (the "Company")
heretofore adopted the amendment and restatement of the Deferred Compensation
Plan for the Directors of The Southern Company (the "Plan") effective as of
October 20, 1986; and
WHEREAS, the Board of Directors of the Company desires to amend the
Plan to comply with changes in the Securities and Exchange Act of 1934; and
WHEREAS, under Section 9.3 of the Plan, the Board of
Directors has the authority to amend the Plan at any time;
NOW THEREFORE, effective as of the date of execution, the Board of
Directors hereby amends the Plan as follows:
1.
Section 6.5 of the Plan shall be amended by deleting said Section in
its entirety and substituting therefore the following language:
6.5 Except as provided below, with the approval of the Compensation
Committee, a Director may amend a prior Deferral Election on a form prescribed
by the Compensation 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; provided, however, that any Director 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 Company shall not be permitted
to amend his Deferral Election during any time period for which such Director is
required to file any such reports with respect to the portion of his Deferred
Compensation Account invested in accordance with the provisions of Section 7.3
of the Plan. Any such amendment to a prior Deferral Election, as described in
this Section 6.5, 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.
2.
Except as amended herein by this Second Amendment, the Plan shall
remain in full force and effect as adopted and amended by the Company prior to
the adoption of this Second Amendment.
IN WITNESS WHEREOF, this Second Amendment has been executed pursuant to
resolutions of the Board of Directors of The Southern Company this day of , 19 ,
to be effective as of the date of execution.
THE SOUTHERN COMPANY
By:
Its:
Attest:
By:
Its:
(CORPORATE SEAL]
FIRST AMENDMENT TO THE
DEFERRED COMPENSATION PLAN
FOR THE DIRECTORS OF THE SOUTHERN COMPANY
WHEREAS, the Deferred Compensation Plan for Directors of The Southern
Company (the "Plan") was amended and restated effective October 20, 1986, which
amendment and restatement included changes to permit eligible Directors of The
Southern Company (the "Company") (1) to elect to treat compensation deferred
under the Plan as though invested in fixed income or common stock of The
Southern Company, (2) to receive distribution of deferred amounts in a lump sum
or up to ten (10) annual installments beginning not later than the second
anniversary of the termination of their membership on the Board of Directors,
and (3) to change the method of payment of their account balance under the Plan
from lump sum to installments, or vice versa, shortly before their termination
of membership on the Board of Directors; and
WHEREAS, the Board of Directors of the Company desires to amend the
Plan (1) to change the period of time during which a Director may elect to
change the method of payment of his account balance under the Plan, (2) to
require that any such change in the method of payment be contingent upon the
Director's completion of his term of membership on the Board of Directors,
except in the event of disability or death, and (3) to authorize the
Compensation Committee to accelerate installment distributions in its sole
discretion for cause upon request by a Director or his legal representative; and
WHEREAS, the Board of Directors of the Company has the authority to
amend the Plan from time to time in accordance with Section 9.3 of the Plan;
NOW, THEREFORE, effective January 19, 1987, the Board of Directors of
The Southern Company hereby amends the Deferred Compensation Plan for Directors
of The Southern Company as follows:
I.
The Plan shall be amended by deleting Section 6.5 of the Plan in its
entirety and substituting therefor the following language as Section 6.5
therein:
6.5 With the approval of the Compensation Committee, a
Director may amend a prior Deferral Election on a form prescribed by
the Compensation 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 6.5, 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.
II.
Section 8.1 of the Plan shall be amended by deleting said Section in
its entirety and substituting therefor the following language as Section 8.1
therein:
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 the Director, or as soon as reasonably possible
thereafter, and shall be an amount equal to the balance in the
Director's Deferred Compensation Account on such date divided by the
number of annual installment payments. Each subsequent annual payment
shall be an amount equal to the balance of 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 Compensation
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.
-2-
III.
Except as amended by this First Amendment, the Plan shall remain in
full force and effect as amended and restated by the Company effective October
20, 1986.
IN WITNESS WHEREOF, this First Amendment has been executed pursuant to
resolutions of the Board of Directors of The Southern Company, this ____ day of
_____________________, 19__.
THE SOUTHERN COMPANY
By:
Robert H. Radcliff, Jr.
Chairman
Compensation Committee
Attest:
By:
Tommy Chisholm
Secretary
The Southern Company
[CORPORATE SEAL]
-3-
SECOND AMENDMENT
TO THE DEFERRED COMPENSATION PLAN
FOR THE DIRECTORS OF THE SOUTHERN COMPANY
WHEREAS, the Board of Directors of The Southern Company (the "Company")
heretofore adopted the amendment and restatement of the Deferred Compensation
Plan for the Directors of The Southern Company (the "Plan") effective as of
October 20, 1986; and
WHEREAS, the Board of Directors of the Company desires to amend the
Plan to comply with changes in the Securities and Exchange Act of 1934; and
WHEREAS, under Section 9.3 of the Plan, the Board of
Directors has the authority to amend the Plan at any time;
NOW THEREFORE, effective as of the date of execution, the Board of
Directors hereby amends the Plan as follows:
1.
Section 6.5 of the Plan shall be amended by deleting said Section in
its entirety and substituting therefore the following language:
6.5 Except as provided below, with the approval of the Compensation
Committee, a Director may amend a prior Deferral Election on a form prescribed
by the Compensation 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; provided, however, that any Director 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 Company shall not be permitted
to amend his Deferral Election during any time period for which such Director is
required to file any such reports with respect to the portion of his Deferred
Compensation Account invested in accordance with the provisions of Section 7.3
of the Plan. Any such amendment to a prior Deferral Election, as described in
this Section 6.5, 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.
2.
Except as amended herein by this Second Amendment, the Plan shall
remain in full force and effect as adopted and amended by the Company prior to
the adoption of this Second Amendment.
IN WITNESS WHEREOF, this Second Amendment has been executed pursuant to
resolutions of the Board of Directors of The Southern Company this day of , 19 ,
to be effective as of the date of execution.
THE SOUTHERN COMPANY
By:
Its:
Attest:
By:
Its:
(CORPORATE SEAL]