Contract
Exhibit 10(b)21
(vi) “Work Product” shall
mean all tangible work product, memoranda, working papers, property, data,
documentation, concepts or plans, inventions, improvements, techniques and
processes (and drafts thereof) relating to the Southern Entities that were
conceived, discovered, created, written, revised or developed by Employee during
the term of his employment with SCS and the Company.
(ii) Employee
covenants and agrees to not obtain or work in a Competitive Position within the
Territory for a period of two (2) years from the date of Separation from
Service, except as expressly approved by the Chief Executive Officer of the
Company.
THIS
DEFERRED COMPENSATION AGREEMENT (“Agreement”) is made and entered into by THE
SOUTHERN COMPANY, (“Southern”), SOUTHERN COMPANY SERVICES, INC. (“SCS”), ALABAMA
POWER COMPANY (the “Company”) (collectively the “Southern Parties”) and XXXX X.
XXXXXXXXXX (“Employee”), this 30th day of July, 2008 (“Effective
Date”).
W I T N E S S E T
H
WHEREAS,
Employee is a highly compensated employee of the Company and is a member of its
management;
WHEREAS,
although Employee’s career with the Southern Company system began
on March 15, 2004, his valuable services to Southern and its
affiliated subsidiaries began at an earlier date while he was employed as a
lawyer with Xxxxx & Xxxxxxx LLP;
WHEREAS,
Employee has accepted the transfer of his employment within Southern’s group of
affiliated companies on several occasions, having been an officer and employee
of SCS and the Company;
WHEREAS,
the Southern Parties desire to set forth the manner in which the benefits
provided to Employee under this Agreement as a result of the recognition of his
prior valuable service will be shared; and
WHEREAS,
the parties desire to restate all earlier agreements, including that certain
Deferred Compensation Agreement entered into April 12, 2004, and to provide for
the assignment of this Agreement to any successor employer in the Southern
affiliated group in the event Employee hereafter transfers his employment to any
such successor employer.
NOW,
THEREFORE, in consideration of the premises, and the agreements of the parties
set forth herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, hereby covenant and agree as follows:
1. Eligibility for Supplemental
Retirement Benefits.
(a) Subject
to the terms of this Agreement, if the Employee remains employed with the
Company until such time he has accrued five (5) years of vesting service (the
“Service Requirement”) under The Southern Company Pension Plan (the “Pension
Plan”), the Southern Parties shall pay to Employee (or if Payment continues, to
Employee’s designated beneficiary, as the case may be, in the event of
Employee’s death as described in Section 1(c) hereof) the supplemental
retirement payment (the “Payment”) described in Section 1(b) hereof (to be
shared among the Company, Southern and SCS in such pro rata portions as set
forth in Sections 2 or 3 hereof).
The
Service Requirement shall not apply if the Employee is terminated under
circumstances that result in eligibility for severance benefits under The
Southern Company Executive Change in Control Severance Plan (“Change in Control
Termination”). With respect to a Change in Control Termination only,
the Employee shall be deemed to have accrued under this Agreement a vested
deferred pension benefit (and not a retirement benefit) based on his actual age
and service plus the service provided under Section 1(b)(i) below otherwise
determined as more generally described in Section 1(b) below. For the
avoidance of doubt, if the Service Requirement is satisfied before a Change in
Control Termination, the Employee’s Payment under this Agreement shall be based
on Employee’s actual age and service plus the service provided under Section
1(b)(i) below as otherwise determined as more generally described in Section
1(b) below.
(b) In the
event Employee satisfies the requirements of this Agreement, the Payment shall
be an amount equal to the difference between:
(i) the
amounts payable to Employee under the Pension Plan, the Southern Company
Supplemental Benefit Plan (“SBP”) and the Southern Company Supplemental
Executive Retirement Plan (“SERP”) (collectively, the “Retirement Plans”) as
each shall then be in effect, determined as if Employee had an additional
fifteen (15) years of Accredited Service under the Pension Plan;
and
(ii) the
amounts Employee is actually entitled to receive under the Retirement Plans at
Employee’s retirement, as each shall then be in effect, as further determined
and payable in accordance with Section 1(d) hereof.
(c) Payment in the Event of
Death. In the event Employee dies and Payment continues to
Employee’s designated beneficiary (the “Death Benefit”), such Payment shall be
made in accordance with Section 1(d) hereof.
2
(d) Calculation, Form and Timing
of Payment. The calculation (including actuarial assumptions),
form and timing of the Payment or Death Benefit upon the occurrence of a
“separation from service” as defined in Section 409A of the Code and the
regulations promulgated thereunder (“Separation from Service”) shall be the same
as the calculation (including actuarial assumptions), form and timing of similar
payments to Employee or designated beneficiary as the case may be, under the
terms of the SERP and the SBP (but, as to the SBP, only concerning the “Pension
Benefit” provided thereunder) as each may be amended from time to
time.
(e) Termination for
Cause. In the event of Employee’s termination of employment
for Cause at any time, the Employee shall forfeit the entire benefit provided in
this Section 1, and Southern, the Company, SCS and any of their respective
affiliates (the “Southern Entities”) shall have no further obligations with
respect to any amount under this Agreement. As used in this
Agreement, the term “Cause” shall mean gross negligence or willful misconduct in
the performance of the duties and services required in the course of employment
by the Company; the final conviction of a felony or misdemeanor involving moral
turpitude; the carrying out of any activity or the making of any statement which
would prejudice the good name and standing of any of the Southern Entities or
would bring any of the Southern Entities into contempt, ridicule or would
reasonably shock or offend any community in which any of the Southern Entities
is located; a material breach of the fiduciary obligations owed by an officer
and an employee to any of the Southern Entities; or the Employee’s
unsatisfactory performance of the duties and services required by his
employment.
(f) Misconduct. Notwithstanding
the foregoing, in the event the Employee engages in Misconduct, as defined
below, before or after the Employee’s termination date but prior to receiving
all of the payments described in this Section 1, the Company may cease making
payments to the Employee under this Section 1, and the Company shall have no
further obligations with respect to any amounts under this
Agreement. For purposes of this Section 1(f), “Misconduct” shall mean
(i) the final conviction of any felony, or (ii) the carrying out of
any activity or the making of any public statement which materially diminishes
the good name and standing of any Southern Entity or materially and untruthfully
brings one or all of the Southern Entities into contempt, ridicule or materially
and reasonably shocks or offends the community in which a Southern Entity is
located.
3
2. Sharing of
Expense. In the event that the Employee is employed at more
than one subsidiary or affiliate of Southern, the liability for amounts paid
under this Agreement shall be apportioned so that each such company is obligated
in accordance with this Section 2 to cover their percentage of the total
liability as determined below. Each company’s share of the liability
shall be calculated by multiplying the Payment by a fraction where the numerator
of such fraction is the base rate of pay received by the Employee at the
respective company on his date of termination of employment or transfer, as
applicable, multiplied by the Accredited Service as defined in the Pension Plan
earned by the Employee at the respective company and where the denominator of
such fraction is the sum of all numerators calculated for each respective
company by which the Employee has been employed.
3. Transfer of Employment to a
Southern Subsidiary or Affiliate. In the event that Employee’s employment
by the Company is terminated and Employee shall become immediately re-employed
by a subsidiary or an affiliate of Southern, the Company shall assign this
Agreement pursuant to an Assignment Agreement substantially in the form of
Exhibit 1 attached hereto, and such assignee shall become the “Company” for all
purposes hereunder. Such subsidiary or affiliate shall accept such
assignment, but if for any reason this does not occur, Southern shall accept
such assignment. In the event of such assignment, liability for any
amounts to be paid under this Agreement shall be shared pro rata by the Company,
Southern, SCS and any such assignee (collectively “Contract Obligors”) based
upon the allocation methodology set forth in Section 2.
4. Business Protection
Provisions.
(a) Preamble. As
a material inducement to the Southern Parties to enter into this Agreement, and
the recognition of the valuable experience, knowledge and proprietary
information Employee gained from his employment with the Company, Employee
warrants and agrees he will abide by and adhere to the following business
protection provisions in this Section 4.
(b)
Definitions. For
purposes of this Section 4, the following terms shall have the following
meanings:
(i) “Competitive Position”
shall mean any employment, consulting, advisory, directorship, agency,
promotional or independent contractor arrangement between Employee and any
Entity (as defined below) engaged wholly or in material part in the business
that the Company is engaged in whereby Employee is required to or does perform
services on behalf of or for the benefit of such Entity which are substantially
similar to the services Employee participated in or directed while employed by
the Company or any other Southern Entity.
4
(ii) “Confidential
Information” shall mean the proprietary or confidential data,
information, documents or materials (whether oral, written, electronic or
otherwise) belonging to or pertaining to the Company or any of the other
Southern Entities, other than “Trade Secrets” (as defined below), which is of
tangible or intangible value to any of the Southern Entities and the details of
which are not generally known to the competitors of the Southern
Entities. Confidential Information shall also include: (A)
any items that any of the Southern Entities have marked “CONFIDENTIAL” or some
similar designation or are otherwise identified as being confidential; (B) all
non-public information known by or in the possession of Employee related to or
regarding any proceedings involving or related to the Southern Entities before
any federal or state regulatory agencies; and (C) all communications, research,
analysis, reports, opinions, recommendations and presentations prepared,
reviewed, edited or possessed by Employee at any time during his employment,
whether marked Confidential or not, which relate to electric utilities, electric
generation or transmission in the United States, or the building, acquisition or
ownership of electric utility assets in the United States.
(iii) “Entity” or “Entities” shall mean
any person, business, individual, partnership, joint venture, agency,
governmental agency, body or subdivision, association, firm, corporation,
limited liability company or other entity of any kind.
(iv) “Territory” shall mean
the service territory of the Southern Entities and those states contiguous to
such service territory or otherwise connected through regional electric
markets.
(v) “Trade Secrets” shall
mean information or data of or about any of the Southern Entities, including,
but not limited to, technical or non-technical data, formulas, patterns,
compilations, programs, devices, methods, techniques, drawings, processes,
financial data, financial plans, product plans or lists of actual or potential
customers or suppliers that: (A) derives economic value, actual or
potential, from not being generally known to, and not being readily
ascertainable by proper means by, other persons who can obtain economic value
from its disclosure or use; and (B) is the subject of efforts that are
reasonable under the circumstances to maintain its secrecy. Employee
agrees that trade secrets include non-public information related to the rate
making process of the Southern Entities and any other information which is
defined as a “trade secret” under applicable law, regardless of the process
through which Employee would have become aware of or possessed such
information.
5
(c) Nondisclosure: Ownership
of Proprietary Property.
(i) In
recognition of the need of the Company to protect its legitimate business
interests, Confidential Information and Trade Secrets, Employee hereby covenants
and agrees that Employee shall regard and treat Trade Secrets and all
Confidential Information as strictly confidential and wholly-owned by the
Company and shall not, for any reason, in any fashion, either directly or
indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign,
show, disclose, disseminate, reproduce, copy, misappropriate or otherwise
communicate any such item or information to any third party Entity for any
purpose other than in accordance with this Agreement or as required by
applicable law: (A) with regard to each item constituting a Trade
Secret, at all times such information remains a “trade secret” under applicable
law, and (B) with regard to any Confidential Information, for a period of three
(3) years following the Employee’s date of Separation from Service (hereafter
the “Restricted Period”).
6
(ii) Employee
shall exercise best efforts to ensure the continued confidentiality of all Trade
Secrets and Confidential Information, and he shall immediately notify the
Company of any unauthorized disclosure or use of any Trade Secrets or
Confidential Information of which Employee becomes aware. Employee
shall assist the Company, to the extent necessary, in the protection of or
procurement of any intellectual property protection or other rights in any of
the Trade Secrets or Confidential Information.
(iii) All Work
Product shall be owned exclusively by the Company. To the greatest
extent possible, any Work Product shall be deemed to be “work made for hire” (as
defined in the Copyright Act, 17 U.S.C.A. § 101 et seq., as amended), and
Employee hereby unconditionally and irrevocably transfers and assigns to the
Company all right, title and interest Employee currently has or may have by
operation of law or otherwise in or to any Work Product, including, without
limitation, all patents, copyrights, trademarks (and the goodwill associated
therewith), trade secrets, service marks (and the goodwill associated therewith)
and other intellectual property rights. Employee agrees to execute
and deliver to the Company any transfers, assignments, documents or other
instruments which the Company may deem necessary or appropriate, from time to
time, to protect the rights granted herein or to vest complete title and
ownership of any and all Work Product, and all associated intellectual property
and other rights therein, exclusively in the Company.
(d) Non-Interference with
Employees. Employee covenants and agrees that during the
Restricted Period he will not, either directly or indirectly, alone or in
conjunction with any Entity: (i) actively recruit, solicit, attempt
to solicit, or induce any person who, during such Restricted Period, or within
one year prior to his date of Separation from Service, was an exempt employee of
the Company or any of its subsidiaries, or was an officer of any of the other
Southern Entities to leave or cease such employment for any reason whatsoever;
or (ii) hire or engage the services of any such person described in Section
4(d)(i) in any business substantially similar or competitive with that in which
the Southern Entities were engaged during his employment.
7
(e) Non-Interference with
Customers.
(i) Employee
acknowledges that in the course of employment, he has learned about the
Company’s business, services, materials, programs, plans, processes, and
products and the manner in which they are developed, marketed, serviced and
provided. Employee knows and acknowledges that the Company has
invested considerable time and money in developing its business, services,
materials, programs, plans, processes, products and marketing techniques and
that they are unique and original. Employee further acknowledges that
the Company must keep secret all pertinent information divulged to Employee
regarding the Company’s business concepts, services, materials, ideas, programs,
plans and processes, products and marketing techniques, so as not to aid the
Company’s competitors. Accordingly, the parties agree that the
Company is entitled to the following protection, which Employee agrees is
reasonable:
(ii) Employee
covenants and agrees that for a period of two (2) years following his
date of Separation from Service, he will not, on his own behalf or on behalf of
any Entity, solicit, direct, appropriate, call upon, or initiate communication
or contact with any Entity or any representative of any Entity, with whom
Employee had contact during his employment, with a view toward the sale or the
providing of any product, equipment or service sold or provided or under
development by the Company during the period of two (2) years immediately
preceding the date of Employee’s date of Separation from Service. The
restrictions set forth in this Section shall apply only to Entities with whom
Employee had actual contact during the two (2) years prior to Employee’s date of
Separation from Service with a view toward the sale or providing of any product,
equipment or service sold, provided, or under development by the
Company.
(f) Non-Interference with
Business.
(i) Employee
and the Company expressly covenant and agree that the scope, territorial, time
and other restrictions contained in this entire Agreement constitute the most
reasonable and equitable restrictions possible to protect the business interests
of the Company given: (A) the business of the Company; (B) the competitive
nature of the Company’s industry; and (C) that Employee’s skills are such that
he could easily find alternative, commensurate employment or consulting work in
his field which would not violate any of the provisions of this
Agreement.
8
5. Publicity; No Disparaging
Statement. Except as otherwise provided in Section 9 hereof,
Employee and the Company covenant and agree that they shall not engage in any
communications which shall disparage one another or interfere with their
existing or prospective business relationships. Such communications
include, but are not necessarily limited to, remarks, comments, observations,
analysis, opinions, statements, whether solicited or unsolicited, written or
verbal, which reflect in any manner on the market, operating, financial,
communications, people or other business strategies or actions of the Southern
Entities, and their officers, directors, employees and agents.
6. No
Employment. Employee agrees that he shall not unilaterally
seek re-employment as an employee, temporary employee, leased employee or
independent contractor with any of the Southern Entities, for a period of two
(2) years following the Employee’s date of Separation from
Service. Further, neither the Company nor any of the other Southern
Entities shall rehire Employee as an employee, temporary employee, leased
employee or independent contractor for a period of two (2) years following
Employee’s date of Separation from Service, unless a necessary business reason
exists for rehiring Employee and a committee, comprised of (a) an officer from
the business unit of the Southern Entity seeking to rehire Employee and (b) the
Chief Executive Officer of the Company, approves of such rehiring.
7. Return of
Materials. By no later than the Employee’s date of Separation
from Service, Employee agrees to return to the Company all property of the
Company and other Southern Entities, including but not limited to data, lists,
information, memoranda, documents, identification cards, parking cards, keys,
computers, fax machines, beepers, phones, files and any and all written or
descriptive materials of any kind belonging or relating to the Company or any
other Southern Entity, including, without limitation, any originals, copies and
abstracts containing any Work Product, intellectual property, Confidential
Information and Trade Secrets in Employee’s possession or control.
9
8. Cooperation. The
parties agree that as a result of Employee’s duties and activities during his
employment, Employee’s reasonable availability may be necessary for the Company
to meaningfully respond to or address actual or threatened litigation, or
government inquiries or investigations, or required filings with state, federal
or foreign agencies (hereinafter “Company Matters”). Upon request of
the Company, and at any point following Employee’s date of Separation from
Service, Employee will make himself available to the Company for reasonable
periods not inconsistent with his future employment, if any, by other Entities
and will cooperate with the Company’s agents and attorneys as reasonably
required by such Company Matters. The Company will reimburse Employee
for any reasonable out-of-pocket expenses associated with providing such
cooperation.
9. Confidentiality and Legal
Process. Employee represents and agrees that he will keep the
terms, amount and fact of this Agreement confidential and that he will not
hereafter disclose any information concerning this Agreement to anyone other
than his personal agents, including, but not limited to, any past, present, or
prospective employee or applicant for employment with the Company.
Notwithstanding the foregoing, nothing in this Agreement is intended to prohibit
Employee from performing any duty or obligation that shall arise as a matter of
law. Specifically, Employee shall continue to be under a duty to truthfully
respond to any legal and valid subpoena or other legal process. This Agreement
is not intended in any way to proscribe Employee’s right and ability to provide
information to any federal, state or local government in the lawful exercise of
such governments’ governmental functions.
10. Successors and Assigns;
Applicable Law. This Agreement shall be binding upon and inure
to the benefit of Employee and his heirs, administrators, representatives,
executors, successors and assigns, and shall be binding upon and inure to the
benefit of the Contract Obligors and their officers, directors, employees,
agents, shareholders, parent corporation, and affiliates, and their respective
predecessors, successors, assigns, heirs, executors and administrators and each
of them, and to their heirs, administrators, representatives, executors,
successors, and assigns. This Agreement shall be construed and
interpreted in accordance with the laws of the State of Alabama (without giving
effect to principles of conflicts of laws), to the extent such laws are not
otherwise superseded by the laws of the United States.
10
11. Complete
Agreement. This Agreement shall constitute the full and
complete agreement between the parties concerning its subject matter and fully
supersedes any and all other prior agreements or understandings between the
parties concerning the subject matter hereof, including but not limited to that
certain Deferred Compensation Agreement entered into April 12,
2004. This Agreement shall not be modified or amended except by a
written instrument signed by both Employee and an authorized representative of
the Company and Southern.
12. Severability. The
unenforceability or invalidity of any particular provision of this Agreement
shall not affect its other provisions, and to the extent necessary to give such
other provisions effect, they shall be deemed severable. If any of
the provisions of this Agreement are determined by any court of law or equity
with jurisdiction over this matter to be unreasonable or unenforceable, in whole
or in part, as written, the parties hereby consent to and affirmatively request
that said court reform the provision so as to be reasonable and enforceable and
that said court enforce the provision as reformed. Employee
acknowledges and agrees that the covenants and agreements contained in this
Agreement, including, without limitation, the covenants and agreements contained
in Xxxxxxxx 0, 0, 0, 0 xxx 0 xxxxx xx construed as covenants and agreements
independent of each other or any other contract between the parties hereto and
that the existence of any claim or cause of action by Employee, whether
predicated upon this Agreement or any other contract, shall not constitute a
defense to the enforcement by the Southern Parties of said covenants and
agreements.
13. Waiver of Breach; Specific
Performance. The waiver of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any other
breach. Each of the parties to this Agreement will be entitled to
enforce its or his rights under this Agreement, specifically, to recover damages
by reason of any breach of any provision of this Agreement and to exercise all
other rights existing in its or his favor. The parties hereto agree
and acknowledge that money damages may not be an adequate remedy for any breach
of the provisions of this Agreement and that any party may in its or his sole
discretion apply to any court of law or equity of competent jurisdiction for
specific performance or injunctive relief in order to enforce or prevent any
violations of the provisions of this Agreement.
14. Unsecured General
Creditor. The Contract Obligors shall neither reserve nor
specifically set aside funds for the payment of its obligations under this
Agreement, and such obligations shall be paid solely from the general assets of
the Contract Obligors. Notwithstanding that Employee may be entitled
to receive the value of his benefit under the terms and conditions of this
Agreement, the assets from which such amount may be paid shall at all times be
subject to the claims of the Contract Obligors’ creditors.
11
15. No Effect on other
Arrangements. It is expressly understood and agreed that the
payments made in accordance with this Agreement are in addition to any other
benefits or compensation to which Employee may be entitled or for which he may
be eligible, whether funded or unfunded, by reason of his employment with the
Contract Obligors.
16. Tax Withholding and
Implications. There shall be deducted from any payment under
this Agreement the amount of any tax required by any governmental authority to
be withheld and paid over by the Company to such governmental authority for the
account of Employee.
17. Notices. All
notices required, necessary or desired to be given pursuant to this Agreement
shall be in writing and shall be effective when delivered or on the third day
following the date upon which such notice is deposited, postage prepaid, in the
United States mail, certified return receipt requested, and addressed to the
party at the address set forth below:
|
If
to Employee:
|
If
to the Company:
|
|
Xxxx
X. Xxxxxxxxxx
0000
Xxxxxxxxx Xxxx
Xxxxxxxxxx,
Xxxxxxx 00000
|
Xxxxxx
Xxxxxx
Senior
Vice President and General Counsel
Alabama
Power Company
Bin
# 18N-0001 CORP HDQS
000
Xxxxx 00xx Xxxxxx
Xxxxxxxxxx,
Xxxxxxx 00000
|
18. Compensation and/or
Earnings. Any compensation paid on behalf of Employee under
this Agreement shall not be considered “compensation,” as such term is defined
in The Southern Company Employee Savings Plan or “earnings” as such term is
defined in the Pension Plan. Payments under this Agreement shall not
be considered wages, salaries or compensation under any other employee benefit
plan of the Company or any other Southern Entity.
19. No Guarantee of
Employment. No provision of this Agreement shall be construed
to affect in any manner the existing rights of the Company to suspend, end,
alter, or modify, whether or not for cause, the employment relationship of
Employee and the Company.
12
20. Interpretation. The
judicial body interpreting this Agreement shall not more strictly construe the
terms of this Agreement against one party, it being agreed that both parties
and/or their attorneys or agents have negotiated and participated in the
preparation hereof.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.
“SOUTHERN”
THE
SOUTHERN COMPANY
By:
/s/Xxxxxxx X. XxXxxxx
Its:
Executive Vice President
“SCS”
SOUTHERN
COMPANY SERVICES, INC.
By: /s/C.
Xxxx Xxxxxx
Its:
President & CEO
“COMPANY”
ALABAMA
POWER COMPANY
By:
/s/Xxxxxxx X. XxXxxxx
Its:
President and CEO
“EMPLOYEE”
XXXX X.
XXXXXXXXXX
/s/Xxxx
X. Xxxxxxxxxx
13
Exhibit
1
FORM OF
ASSIGNMENT AGREEMENT
THIS
ASSIGNMENT AGREEMENT by and between Alabama Power Company (“Assignor”) and
____________________ (“Assignee”) dated this ____ day of ___________,
20__.
WHEREAS
Assignor entered into that certain Deferred Compensation Agreement by and
between Assignor, The Southern Company, Southern Company Services, Inc. and Xxxx
X. Xxxxxxxxxx (“Employee”) on or about ______________, 20__ (the
“DCA”);
WHEREAS
Employee, Assignor and Assignee desire for Employee to transfer his employment
from Assignor to Assignee; and
WHEREAS
Assignor desires to assign its rights and further obligations under the DCA to
Assignee and Assignee desires to accept such assignment.
NOW
THEREFORE, in consideration of the premises, and the agreements of the parties
set forth in this agreement, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, hereby covenant and agree as
follows:
1.
Pursuant to the terms of the DCA, Assignor assigns its further obligations under the DCA to Assignee and Assignee accepts such assignment; provided, however, that such
assignment does not relieve Assignor of any accrued obligations to Employee or any other party under the DCA as of the date of this Assignment Agreement.
IN
WITNESS WHEREOF parties hereto have executed this Agreement as
follows:
ASSIGNOR
ALABAMA POWER COMPANY
By:
Its:
Date:
ASSIGNEE
COMPANY
By:
Its:
Date:
14
