FIRST AMENDMENT TO THE
EMPLOYEE MATTERS AGREEMENT
BETWEEN THE SOUTHERN COMPANY
AND SOUTHERN ENERGY, INC.
THIS FIRST AMENDMENT TO THE EMPLOYEE MATTERS AGREEMENT BETWEEN THE
SOUTHERN COMPANY AND SOUTHERN ENERGY, INC. (the "Agreement"), is made and
entered into by and between The Southern Company ("Southern"), a Delaware
corporation, and Southern Energy, Inc. ("Southern Energy"), a Delaware
corporation (collectively, the "Parties"). The capitalized terms used in this
First Amendment shall have the same meaning as in the Agreement, unless
otherwise indicated herein.
W I T N E S S E T H
- - - - - - - - - -
WHEREAS, Sections 11.07 of the Agreement provides that the Parties may,
by mutual agreement, amend the provisions of the Agreement at any time or times,
either prospectively or retroactively; and
WHEREAS, the Parties desire to amend the Agreement to change the date
on which Southern Energy will cease participation in the Southern Deferred
Compensation Plan, from the Group Status Change Date to such dates as the
Parties mutually agree; and
WHEREAS, the Parties desire to amend the Agreement to change the date
on which Southern Energy will cease participation in the Southern Company
Medical Reimbursement Plan and the Southern Company Dependent Care Reimbursement
Plan, from the Group Status Change Date, to midnight, December 31, 2000; and
NOW, THEREFORE, effective as of December 1, 2000, the Agreement is
amended as follows:
1.
Section 5.02 of the Agreement is hereby deleted in its entirety and
replaced with the following:
(a) Establishment of Southern Energy Deferred Compensation
Plan. Upon such date as Southern and Southern Energy may mutually
agree, Southern Energy may establish the Southern Energy Deferred
Compensation Plan which shall be comparable to the Southern Deferred
Compensation Plan. As of the Group Status Change Date, Southern Energy
shall assume all Liabilities to or relating to the Southern Energy
Employees under the Southern Deferred Compensation Plan. As of the
Group Status Change Date, Southern shall assume all Liabilities to or
relating to Southern Energy Retired Employees under the Southern
Deferred Compensation Plan.
(b) Participation in Deferred Compensation Plans. Eligible
Southern Energy Employees determined in accordance with the
requirements of ERISA shall only be eligible to participate in the
Southern Energy Deferred Compensation Plan.
2.
Section 6.01(a) of the Agreement is hereby amended by replacing the
terms "Subsection 6.01(b)" with the term "Subsections 6.01(b) and (d)."
3.
A new Subsection 6.01(d) is added to the Agreement as follows:
(d) TaxSaver Plans. Notwithstanding the provisions of
Subsection 6.01(a), Southern shall retain all Liabilities incurred
through midnight, December 31, 2000 under the Southern Company Medical
Reimbursement Plan (the "Southern MRP") and under the Southern Company
Dependent Care Reimbursement Plan (the "Southern DCRP"), whether or not
claims are filed before such date, by or on behalf of Southern Energy
Employees. Effective as of midnight, December 31, 2000, Southern Energy
Employees shall not be eligible to participate in the Southern MRP or
the Southern DCRP, but shall be eligible to participate in comparable
plans established by Southern Energy. Southern Energy shall be deemed
to have established and assumed administrative responsibility for
medical and dependent care spending account plans effective midnight,
December 31, 2000.
4.
Section 6.03(a)(i) of the Agreement is amended to delete the first
sentence thereof and replace it with the following sentence:
With respect to Southern Health and Welfare Plans in which Southern
Energy Employees participate on the Group Status Change Date, as of the
Group Status Change Date, Southern Energy shall cause the Southern
Energy Health and Welfare Plans to maintain comparable coverage and
contribution elections made by Southern Energy Employees under the
Southern Health and Welfare Plans and apply such elections under the
Southern Energy Health and Welfare Plans for the remainder of the
period or periods for which such elections are by their terms
applicable.
5.
Subsection 6.03(c) of the Agreement is deleted in its entirety.
6.
All parts of the Agreement not inconsistent herewith are hereby
ratified and affirmed.
IN WITNESS WHEREOF, each of the Parties hereto have caused this First
Amendment to be executed on its behalf by its officers thereunto duly authorized
on the day and year first above written.
THE SOUTHERN COMPANY
By: ________________________________
Its: _______________________________
SOUTHERN ENERGY, INC.
By: ________________________________
Its: _______________________________
Employee Matters Agreement - Southern Co. and Southern Energy Inc.
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