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 XXXXXX X. XXXX (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 Xxxxxx Xxxxxxxx & 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 Xxxxxx X. Xxxx
