THE SOUTHERN COMPANY EMPLOYEE SAVINGS PLAN

Employee Benefits Plan Agreement

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Title: THE SOUTHERN COMPANY EMPLOYEE SAVINGS PLAN
Governing Law: Georgia Date: 5/12/2009
Industry: Electric Utilities Sector: Utilities

EXHIBIT 4.3

THE SOUTHERN COMPANY

EMPLOYEE SAVINGS PLAN

As Amended and Restated

Effective January 1, 2009

TABLE OF CONTENTS

Page

ARTICLE I

PURPOSE

ARTICLE II

DEFINITIONS

ARTICLE III

PARTICIPATION

3.1

Eligibility Requirements

3.2

Participation upon Reemployment

3.3

No Restoration of Previously Distributed Benefits

3.4

Loss of Eligible Employee Status

3.5

Military Leave

ARTICLE IV

ELECTIVE EMPLOYER CONTRIBUTIONS AND VOLUNTARY PARTICIPANT
CONTRIBUTION

4.1

Elective Employer Contributions

4.2

Maximum Amount of Elective Employer Contributions

4.3

Distribution of Excess Deferral Amounts

4.4

Additional Rules Regarding Elective Employer Contributions

4.5

Section 401(k) Nondiscrimination Tests

4.6

Voluntary Participant Contributions

4.7

Manner and Time of Payment of Elective Employer Contributions and Voluntary
Participant Contributions

4.8

Change in Contribution Rate

4.9

Change in Contribution Amount

4.10

Rollovers from Other Plans

4.11

Catch-Up Contributions

ARTICLE V

EMPLOYER MATCHING CONTRIBUTIONS

5.1

Amount of Employer Matching Contributions

5.2

Payment of Employer Matching Contributions

5.3

Limitations on Employer Matching Contributions and Voluntary Participant
Contributions

5.4

Reversion of Employing Company Contributions

5.5

Correction of Prior Incorrect Allocations and Distributions

ARTICLE VI

LIMITATIONS ON CONTRIBUTIONS

6.1

Section 415 Limitations

TABLE OF CONTENTS

(continued)

Page

6.2

Correction of Contributions in Excess of Section 415 Limits

6.3

Combination of Plans

ARTICLE VII

SUSPENSION OF CONTRIBUTIONS

7.1

Suspension of Contributions

7.2

Resumption of Contributions

ARTICLE VIII

INVESTMENT OF CONTRIBUTIONS

8.1

Investment Funds

8.2

Investment of Contributions

8.3

Investment of Earnings

8.4

Transfer of Assets between Funds

8.5

Change in Investment Direction

8.6

Section 404(c) Plan

8.7

Suspension, Discontinuance or Restriction of Trading

8.8

Designated Net Litigation Distributions

ARTICLE IX

MAINTENANCE AND VALUATION OF PARTICIPANTS’ ACCOUNTS;

9.1

Establishment of Accounts

9.2

Valuation of Investment Funds

9.3

Rights in Investment Funds

ARTICLE X

VESTING

10.1

Vesting

ARTICLE XI

WITHDRAWALS AND LOANS

11.1

Withdrawals by Participants

11.2

Notice of Withdrawal

11.3

Form of Withdrawal

11.4

Minimum Withdrawal

11.5

Source of Withdrawal

11.6

Requirement of Hardship

11.7

Loans to Participants

11.8

Special Waiver for Participants Employed in the United Kingdom

TABLE OF CONTENTS

(continued)

Page

ARTICLE XII

DISTRIBUTION TO PARTICIPANTS

12.1

Distribution upon Retirement

12.2

Distribution upon Disability

12.3

Distribution upon Death

12.4

Designation of Beneficiary in the Event of Death

12.5

Distribution upon Termination of Employment

12.6

Commencement of Benefits

12.7

Transfer between Employing Companies

12.8

Distributions to Alternate Payees

12.9

Requirement for Direct Rollovers.

12.10

Consent and Notice Requirements

12.11

Form of Payment

12.12

Partial Distribution upon Termination of Employment

12.13

Distribution of Dividends Payable on Common Stock

12.14

Qualified Hurricane Distributions

ARTICLE XIII

ADMINISTRATION OF THE PLAN

13.1

Membership of Administrative Committee

13.2

Term

13.3

Transaction of Business

13.4

Administrative Committee Responsibilities in General

13.5

Administrative Committee and Pension Fund Investment Review Committee as Named Fiduciaries

13.6

Rules for Plan Administration

13.7

Employment of Agents

13.8

Co-Fiduciaries

13.9

General Records

13.10

Liability of the Administrative Committee

13.11

Reimbursement of Expenses and Compensation of Administrative Committee

13.12

Expenses of Plan and Trust Fund

13.13

Responsibility for Funding Policy

TABLE OF CONTENTS

(continued)

Page

13.14

Management of Assets

13.15

Notice and Claims Procedures

13.16

Bonding

13.17

Multiple Fiduciary Capacities

ARTICLE XIV

TRUSTEE OF THE PLAN

14.1

Trustee

14.2

Purchase of Common Stock

14.3

Voting of Common Stock

14.4

Voting of Other Investment Fund Shares

14.5

Uninvested Amounts

14.6

Independent Accounting

ARTICLE XV

AMENDMENT AND TERMINATION OF THE PLAN

15.1

Amendment of the Plan

15.2

Termination of the Plan

15.3

Merger or Consolidation of the Plan

ARTICLE XVI

TOP HEAVY REQUIREMENTS

16.1

Top-Heavy Plan Requirements

16.2

Determination of Top-Heavy Status

16.3

Minimum Allocation for Top-Heavy Plan Years

ARTICLE XVII

GENERAL PROVISIONS

17.1

Plan Not an Employment Contract

17.2

No Right of Assignment or Alienation

17.3

Payment to Minors and Others

17.4

Source of Benefits

17.5

Unclaimed Benefits

17.6

Governing Law

ARTICLE XVIII

SPECIAL REQUIREMENTS FOR ACCOUNT BALANCES ATTRIBUTABLE TO ACCRUED BENEFITS TRANSFERRED FROM THE SEPCO PLAN

18.1

SEPCO Transferred Accounts

18.2

In-Service Withdrawals from SEPCO Transferred Accounts

TABLE OF CONTENTS

(continued)

Page

18.3

Loans from SEPCO Transferred Accounts

18.4

Distribution of SEPCO Transferred Accounts

18.5

Code Section 411(d)(6) Protected Benefits

APPENDIX A

- EMPLOYING COMPANIES

THE SOUTHERN COMPANY

EMPLOYEE SAVINGS PLAN

As Amended and Restated

Effective January 1, 2009

ARTICLE I

PURPOSE

The purpose of the Plan is to encourage employee thrift, to supplement retirement and death benefits, and to create a competitive compensation program for employees through the establishment of a formal plan under which contributions by and on behalf of Participants are supplemented by contributions of Employing Companies. This Plan is intended to be a stock bonus plan, and all contributions made by an Employing Company to this Plan are expressly conditioned upon the deductibility of such contributions under Code Section 404. In addition, the Company Stock Fund under the Plan is also intended to be an employee stock ownership plan, as defined in Code Section 4975(e)(7) and ERISA Section 407(d)(6). The Plan was originally effective March 1, 1976. The Plan was amended and restated effective as of December 20, 2006 to provide for the merger of The Southern Company Employee Stock Ownership Plan into the Plan, as well as to incorporate a variety of plan design and other changes. The Plan is being amended and restated effective as of January 1, 2009 in connection with submitting an application to the Internal Revenue Service for a favorable determination letter and to amend the Plan to clarify the requirement of providing notice to Employing Companies of changes in

Employer Matching Contributions.

ARTICLE II

DEFINITIONS

All references to articles, sections, subsections, and paragraphs shall be to articles, sections, subsections, and paragraphs of this Plan unless another reference is expressly set forth in this Plan. Any words used in the masculine shall be read and be construed in the feminine where they would so apply. Words in the singular shall be read and construed in the plural, and all words in the plural shall be read and construed in the singular in all cases where they would so apply.

For purposes of this Plan, unless otherwise required by the context, the following terms shall have the meanings set forth opposite such terms:

2.1 “ Account ” shall mean the total amount credited to the account of a Participant, as described in Section 9.1.

2.2 “ Actual Contribution Percentage Test ” shall mean the test described in Section 5.3(a).

2.3 “ Actual Deferral Percentage ” shall mean the ratio (expressed as a percentage) of Elective Employer Contributions on behalf of an Eligible Participant for the Plan Year to the Eligible Participant’s compensation for the Plan Year. For the purpose of determining an Eligible Participant’s Actual Deferral Percentage for a Plan Year, the Administrative Committee may elect to consider an Eligible Participant’s compensation for (a) the entire Plan Year or (b) that portion of the Plan Year in which the Eligible Participant was eligible to have Elective Employer Contributions made on his behalf, provided that such election is applied uniformly to all Eligible Participants for the Plan Year. For purposes of this Section 2.3, “compensation” shall mean actual compensation for services rendered or paid by the employer to an Eligible Participant which is currently includible in the Eligible Participant’s gross income, as reported on the Eligible Participant’s Federal Income Tax Withholding Statement (Form W-2), plus (i) an Eligible Participant’s elective deferrals under Code Sections 402(g)(3) and 414(v), (ii) amounts contributed or deferred under Code Section 125 by the employer at the Eligible Participant’s election that are not includible in the Eligible Participant’s gross income, and (iii) amounts which are not includible in an Eligible Participant’s gross income by reason of Code Sections 132(f)(4) or 457. Compensation also shall be limited pursuant to Code Section 401(a)(17). The Actual Deferral Percentage of an Eligible Participant who does not have Elective Employer Contributions made on his behalf shall be zero.

2.4

“ Actual Deferral Percentage Test ” shall mean the test described in Section ‎4.5(a).

2.5 “ Administrative Committee ” shall mean the administrative committee appointed pursuant to Section 13.1 to serve as plan administrator. Its formal title is the Southern Company Employee Savings Plan Committee.

2.6 “ Affiliated Employer ” shall mean an Employing Company and (a) any corporation which is a member of a controlled group of corporations (as defined in Section 414(b) of the Code) which includes such Employing Company, (b) any trade or business

(whether or not incorporated) which is under common control (as defined in Section 414(c) of the Code) with such Employing Company, (c) any organization (whether or not incorporated) which is a member of an affiliated service group (as defined in Section 414(m) of the Code) which includes such Employing Company, and (d) any other entity required to be aggregated with such Employing Company pursuant to regulations under Section 414(o) of the Code. Notwithstanding the foregoing, for purposes of applying the limitations of Article VI, the term Affiliated Employer shall be adjusted as required by Code Section 415(h).

2.7 “ Aggregate Account ” shall mean with respect to a Participant as of the Determination Date, the sum of the following:

(a) the Account balance of such Participant as of the most recent valuation occurring within a twelve-month period ending on the Determination Date;

(b)

an adjustment for any contributions due as of the Determination Date;

(c) any Plan distributions, including unrelated rollovers and plan-to-plan transfers (ones which are both initiated by the Employee and made from a plan maintained by one employer to a plan maintained by another employer), but not related rollovers or plan-to-plan transfers (ones either not initiated by the Employee or made to a plan maintained by the same employer), made within the one-year period ending on the Determination Date. The preceding sentence shall also apply to distributions under a terminated plan which if it had not been terminated would have been required to be included in an Aggregation Group. In the case of a distribution made for a reason other than severance from employment (or separation from service), death or disability, this provision shall be applied by substituting “five-year period” for “one-year period”;

(d)

any Employee contributions, whether voluntary or mandatory;

(e) unrelated rollovers and plan-to-plan transfers to this Plan accepted prior to January 1, 1984; and

(f)

related rollovers and plan-to-plan transfers to this Plan.

2.8 “ Aggregation Group ” shall mean either a Required Aggregation Group or a Permissive Aggregation Group.

2.9 “ Annual Addition ” shall mean the amount allocated to a Participant’s Account and accounts under all defined contribution plans maintained by the Affiliated Employers during a Limitation Year that constitutes

(a)

Affiliated Employer contributions,

(b)

Voluntary Participant Contributions,

(c) forfeitures, if any, allocated to a Participant’s Account or accounts under all defined contribution plans maintained by the Affiliated Employers, and

(d)

amounts described in Sections 415(l)(1) and 419A(d)(2) of the Code.

2.10 “ Average Actual Deferral Percentage ” shall mean the average (expressed as a percentage) of the Actual Deferral Percentages of the Eligible Participants in a group.

2.11 “ Average Contribution Percentage ” shall mean the average (expressed as a percentage) of the Contribution Percentages of the Eligible Participants in a group.

2.12 “ Beneficiary ” shall mean any person(s) who, or estate(s), trust(s), or organization(s) which, in accordance with the provisions of Section 12.4, become entitled to receive benefits upon the death of a Participant.

2.13 “ Board of Directors ” shall mean the Board of Directors of Southern Company Services, Inc.

2.14

“ Break-in-Service Date ” means the earlier of:

(a) the date on which an Employee terminates employment, is discharged, retires, or dies; or

(b)

the last day of an approved leave of absence including any extension.

In the case of an individual who is absent from work for maternity or paternity reasons, such individual shall not incur a Break-in-Service Date earlier than the expiration of the second anniversary of the first date of such absence; provided, however, that the twelve-consecutive-month period beginning on the first anniversary of the first date of such absence shall not constitute a Year of Service. For purposes of this paragraph, an absence from work for maternity or paternity reasons means an absence (a) by reason of the pregnancy of the Employee, (b) by reason of a birth of a child of the Employee, (c) by reason of the placement of a child with the Employee in connection with the adoption of such child by such Employee, or (d) for purposes of caring for such child for a period beginning immediately following such birth or placement.

2.15 “ Code ” shall mean the Internal Revenue Code of 1986, as amended, or any successor statute, and the rulings and regulations promulgated thereunder. In the event an amendment to the Code renumbers a section of the Code referred to in this Plan, any such reference automatically shall become a reference to such section as renumbered.

2.16

“ Common Stock ” shall mean the common stock of The Southern Company.

2.17

“ Company ” shall mean Southern Company Services, Inc., and its successors.

2.18 “ Company Stock Fund ” shall mean the fund under the Plan invested in Common Stock as described in Section 8.1.

2.19 “ Compensation ” shall mean the salary or wages of a Participant, including all amounts contributed by an Employing Company to The Southern Company Flexible Benefits Plan on behalf of a Participant pursuant to a salary reduction arrangement under such plan, plus monthly shift and monthly seven-day schedule differentials, geographic premiums, monthly customer service premiums, monthly nuclear plant premiums, sales commissions paid under a sales commission payment program sponsored by an Employing Company for sales commissioned based employees, military differential pay, and overtime pay resulting from fluctuations in a Participant’s weekly hours worked pursuant to a pre-determined flexible work

schedule established or approved by an Employing Company that is intended to produce, on average, forty (40) hour work weeks, and before deduction of taxes, social security, etc., but excluding all awards under any incentive pay plans sponsored by the Employing Company, overtime pay (except as specifically included above), any hourly shift differentials, substitution pay, such amounts which are reimbursements to a Participant paid by any Employing Company, including but not limited to, reimbursement for such items as moving expenses and travel and entertainment expenses, and imputed income for automobile expenses, tax preparation expenses and health and life insurance premiums paid by the Employing Company. Compensation shall include the above such amounts paid after an Employee's severance from employment, provided the amounts are paid by the later of 2½ months after severance from employment or the end of the Limitation Year that includes the date of severance, and provided, further that Compensation shall not include any amounts paid after an Employee's severance from employment for unused accrued leave, pursuant to a deferred compensation plan, or as severance pay.

The Compensation of each Participant taken into account for purposes of this Plan shall not exceed the applicable limit under Code Section 401(a)(17).

2.20 “ Contribution Percentage ” shall mean the ratio (expressed as a percentage), of the sum of the Voluntary Participant Contributions and Employer Matching Contributions under the Plan on behalf of the Eligible Participant for the Plan Year to the Eligible Participant’s compensation for the Plan Year. For the purpose of determining an Eligible Participant’s Contribution Percentage for a Plan Year, the Administrative Committee may elect to consider an Eligible Participant’s compensation for (a) the entire Plan Year or (b) that portion of the Plan Year in which the individual is an Eligible Participant, provided that such election is applied uniformly to all Eligible Participants for the Plan Year. For purposes of this Section 2.20, “compensation” shall mean actual compensation for services rendered or paid by the employer to an Eligible Participant which is currently includible in the Eligible Participant’s gross income, as reported on the Eligible Participant’s Federal Income Tax Withholding Statement (Form W-2), plus (i) an Eligible Participant’s elective deferrals under Code Sections 402(g)(3) and 414(v), (ii) amounts contributed or deferred under Code Section 125 by the employer at the Eligible Participant’s election that are not includable in the Eligible Participant’s gross income, and (iii) amounts which are not includable in an Eligible Participant’s gross income by reason of Code Sections 132(f)(4) or 457. Compensation also shall be limited pursuant to Code Section 401(a)(17). The Contribution Percentage of an Eligible Participant who does not make Voluntary Participant Contributions or have Employer Matching Contributions made on his behalf shall be zero.

2.21 “ Determination Date ” shall mean with respect to a Plan Year, the last day of the preceding Plan Year.

2.22

“ Determination Year ” shall mean the Plan Year being tested.

2.23 “ Direct Rollover ” shall mean a payment by the Plan to the Eligible Retirement Plan specified by the Distributee.

2.24 “ Distributee ” shall include an Employee or former Employee. In addition, Distributee shall include the Employee’s or former Employee’s surviving spouse, the Employee’s or former Employee’s spouse or former spouse who is an alternate payee under a qualified domestic relations order (as defined in Section 414(p) of the Code), and, for Plan Years

beginning on or after January 1, 2007, the Employee’s or former Employee’s Beneficiary or Beneficiaries.

2.25 “ Elective Employer Contribution ” shall mean contributions made pursuant to Section 4.1 during the Plan Year by an Employing Company, at the election of the Participant, in lieu of cash compensation and shall include contributions made pursuant to a salary reduction agreement.

2.26 “ Eligible Employee ” shall mean an Employee who is employed by an Employing Company and (a) who was eligible to be included in the Plan on January 1, 1991, or (b) who is a regular full-time or regular part-time employee, and excluding:

(1) an individual who is classified by an Employing Company as a leased employee, regardless of whether such classification is determined to be in error;

(2) any Employee who is represented by a collective bargaining agent unless the representatives of his bargaining unit and the Employing Company mutually agree to participation in the Plan subject to its terms by members of his bargaining unit;

(3)

an individual who is a cooperative education employee; and

(4) an individual who is classified by the Employing Company as a temporary employee (who was not eligible to be included in the Plan on January 1, 1991) or an independent contractor, regardless of whether such classification is determined to be in error. Effective September 1, 1998, any individual classified by the Employing Company as a temporary employee shall be excluded from the Plan, regardless of any prior inclusion in the Plan and regardless of whether the “temporary employee” classification is determined to be in error.

2.27 “ Eligible Participant ” shall mean an Eligible Employee who is authorized to have Elective Employer Contributions or Voluntary Participant Contributions allocated to his Account for the Plan Year.

2.28 “ Eligible Retirement Plan ” shall mean an individual retirement account described in Section 408(a) of the Code, an individual retirement annuity described in Section 408(b) of the Code, an annuity plan described in Section 403(a) of the Code, a plan described in Section 403(b) of the Code, a plan described in Section 457(b) of the Code which is maintained by a state, an agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this Plan, or a qualified trust described in Section 401(a) of the Code that accepts the Distributee’s Eligible Rollover Distribution.

2.29 “ Eligible Rollover Distribution ” shall mean any distribution of all or any portion of the balance to the credit of the Distributee, except that an Eligible Rollover Distribution does not include: (a) any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the Distributee, the joint lives (or joint life expectancies) of the Distributee and the Distributee’s Beneficiary, or for a

specified period of 10 years or more; (b) any distribution to the extent such distribution is required under Section 401(a)(9) of the Code; (c) any hardship distribution described in Section 401(k)(2)(B)(i)(IV) of the Code; and (d) for Plan Years prior to January 1, 2007, the portion of any distribution that is not includible in gross income (determined without regard to the exclusion from net unrealized appreciation with respect to employer securities).

2.30 “ Employee ” shall mean each individual who is employed by an Affiliated Employer under common law and each individual who is required to be treated as an employee pursuant to the “leased employee” rules of Code Section 414(n) other than a leased employee described in Code Section 414(n)(5).

2.31 “ Employee Stock Ownership Plan ” shall mean The Southern Company Employee Stock Ownership Plan, as such plan existed prior to December 20, 2006.

2.32 “ Employer Matching Contribution ” shall mean a contribution made by an Employing Company pursuant to Section 5.1 with respect to Elective Employer Contributions and Voluntary Participant Contributions made on behalf of each Participant each payroll period.

2.33 “ Employing Company ” shall mean the Company and any affiliate or subsidiary 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 them. The Employing Companies are set forth on Appendix A to the Plan as updated from time to time. No such entity shall be treated as an Employing Company prior to the date it adopts the Plan.

2.34

“ Enrollment Date ” shall mean the first day of each payroll period.

2.35 “ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended, or any successor statute, and the rulings and regulations promulgated thereunder. In the event an amendment to ERISA renumbers a section of ERISA referred to in this Plan, any such reference automatically shall become a reference to such section as renumbered.

2.36 “ Excess Aggregate Contributions ” shall mean the amount referred to in Code Section 401(m)(6)(B) with respect to a Participant. In no event may the Excess Aggregate Contributions for any Highly Compensated Employee exceed the amount of the Employer Matching Contributions or Voluntary Participant Contributions made on behalf of the Highly Compensated Employee for the Plan Year.

2.37 “ Excess Deferral Amount ” shall mean the amount of Elective Employer Contributions for a calendar year that exceed the Code Section 402(g) limits as allocated to this Plan pursuant to Section 4.3(b).

2.38 “ Excess Deferral Contributions ” shall mean the amount of Elective Employer Contributions on behalf of a Highly Compensated Employee referred to in Code Section 401(k)(8)(B).

2.39 “ Highly Compensated Employee ” shall mean (in accordance with and subject to Code Section 414(q) and any regulations, rulings, notices or procedures thereunder), with respect to any Plan Year: (1) any Employee who was a five percent (5%) owner of The Southern Company or an Affiliated Employer (as determined pursuant to Code Section 416) during the

Plan Year or the immediately preceding Plan Year, or (2) any Employee who had compensation in excess of $110,000 in the preceding Plan Year. The $110,000 amount shall be adjusted for inflation and for short Plan Years, pursuant to Code Section 414(q). The Employer may, at its election, limit Employees who had compensation in excess of $110,000 to only those Employees who fall within the “top-paid group,” as defined in Code Section 414(q) excluding those employees described in Code Section 414(q)(8) for such purpose. In determining whether an Employee is a Highly Compensated Employee, the Administrative Committee may make any elections authorized under applicable regulations, rulings, notices, or revenue procedures. For purposes of this Section 2.39, “compensation” shall mean compensation within the meaning of Code Section 415(c)(3).

2.40 “ Hour of Service ” shall mean each hour for which an Employee is paid, or entitled to payment, for the performance of duties for an Affiliated Employer.

2.41 “ Investment Fund ” shall mean any one of the funds described in Article VIII which constitutes part of the Trust Fund.

2.42 “ Key Employee ” shall mean any Employee or former Employee (and his Beneficiary) who is a key employee within the meaning of Code Section 416(i)(1).

2.43

“ Limitation Year ” shall mean the Plan Year.

2.44

“ Look-Back Year ” shall mean the Plan Year preceding the Determination Year.

2.45 “ Mirant ” shall mean Mirant Corporation, any subsidiary of Mirant Corporation, or any successor thereto.

2.46 “ Non Highly Compensated Employee ” shall mean an Employee who is not a Highly Compensated Employee.

2.47 “ Normal Retirement Date ” shall mean the first day of the month following a Participant’s sixty-fifth (65th) birthday.

2.48 “ One-Year Break in Service ” shall mean each twelve-consecutive-month period within the period commencing with an Employee’s Break-in-Service Date and ending on the date the Employee is again credited with an Hour of Service.

2.49 “ Participant ” shall mean (a) an Eligible Employee who has elected to participate in the Plan as provided in Article III and whose participation in the Plan at the time of reference has not been terminated as provided in the Plan, (b) an Employee or former Employee who has ceased to be a Participant under (a) above, but for whom an Account is maintained under the Plan, (c) an Eligible Employee who has made a Rollover Contribution to this Plan to the extent that the Provisions of the Plan apply to such Rollover Contribution of the Eligible Employee, (d) an Employee or former Employee for whom an Account is maintained for amounts transferred to the Plan from the Performance Sharing Plan, and (e) an Employee or former Employee for whom an Account is maintained for amounts transferred to the Plan from the Employee Stock Ownership Plan.

2.50

“ Pension Fund Investment Review Committee ” shall mean the Pension Fund

Investment Review Committee of The Southern Company System appointed pursuant to Section 13.4.

2.51 “ Performance Sharing Plan ” shall mean The Southern Company Performance Sharing Plan, as such plan existed prior to June 21, 2002.

2.52 “ Permissive Aggregation Group ” shall mean a group of plans consisting of the Required Aggregation Group and, at the election of the Affiliated Employers, such other plan or plans not required to be included in the Required Aggregation Group, provided the resulting group, taken as a whole, would continue to satisfy the provisions of Code Section 401(a)(4) and 410.

2.53 “ Plan ” shall mean The Southern Company Employee Savings Plan, as described herein or as from time to time amended.

2.54 “ Plan of Reorganization ” shall mean the Second Amended Joint Chapter 11 Plan of Reorganization for Mirant Corporation and its Affiliated Debtors.

2.55 “ Plan Year ” shall mean the twelve-month period commencing January 1 ^st and ending on the last day of December next following.

2.56 “ Present Value of Accrued Retirement Income ” shall mean an amount determined solely for the purpose of determining if the Plan, or any other plan included in a Required Aggregation Group of which the Plan is a part, is top heavy in accordance with Code Section 416.

2.57 “ Required Aggregation Group ” shall mean those plans that are required to be aggregated as determined under this Section 2.57. In determining a Required Aggregation Group hereunder, each plan of the Affiliated Employers in which a Key Employee is a participant and each other plan of the Affiliated Employers which enables any plan in which a Key Employee participates to meet the requirements of Code Section 410 or 401(a)(4) will be required to be aggregated.

2.58 “ Rollover Contribution ” shall mean that portion of an eligible rollover distribution that an Eligible Employee elects to contribute to this Plan in accordance with the requirements of Section 4.10. The Plan will accept a direct rollover of an eligible rollover distribution from (a) a qualified plan described in Code Section 401(a) or 403(a), (b) an annuity contract described in Code Section 403(b), or (c) an eligible plan under Code Section 457(b). In addition, the Plan will accept a Rollover Contribution from a conduit individual retirement account or annuity (“IRA”). However, in no event shall the Plan accept after-tax employee contributions as a Rollover Contribution.

2.59

“ SEPCO ” shall mean Savannah Electric and Power Company.

2.60 “ SEPCO Plan ” shall mean the Employee Savings Plan of Savannah Electric and Power Company as in effect December 31, 1992.

2.61 “ SEPCO Transferred Account ” shall mean the total amount credited to the account of a Participant as described in Section 9.1(b).

2.62 “ Super-Top-Heavy Group ” shall mean an Aggregation Group that would be a Top-Heavy Group if 90% were substituted for 60% in Section 2.64.

2.63 “ Surviving Spouse ” shall mean the person to whom the Participant is married on the date of his death, if such spouse is then living, provided that the Participant and such spouse shall have been married throughout the one (1) year period ending on the date of the Participant’s death.

2.64 “ Top-Heavy Group ” shall mean an Aggregation Group in which, as of the Determination Date, the sum of:

(a) the Present Value of Accrued Retirement Income of Key Employees under all defined benefit plans included in that group, and

(b) the Aggregate Accounts of Key Employees under all defined contribution plans included in the group, exceeds 60% of a similar sum determined for all employees.

2.65 “ Trust ” or “ Trust Fund ” shall mean the trust established pursuant to the Trust Agreement.

2.66 “ Trust Agreement ” shall mean the trust agreement between the Company and the Trustee, as described in Article XIV.

2.67 “ Trustee ” shall mean the person or corporation designated as trustee under the Trust Agreement, including any successor or successors.

2.68

“ Valuation Date ” shall mean each business day of the New York Stock Exchange.

2.69 “ Voluntary Participant Contribution ” shall mean a contribution made pursuant to Section 4.6 during the Plan Year.

2.70 “ Year of Service ” shall mean a twelve-month period of employment as an Employee, including any fractions thereof. Calculation of the twelve-month periods shall commence with the Employee’s first day of employment, which is the date on which an Employee first performs an Hour of Service, and shall terminate on his Break-in-Service Date. Thereafter, if he has more than one period of employment as an Employee, his Years of Service for any subsequent period shall commence with the Employee’s reemployment date, which is the first date following a Break-in-Service Date on which the Employee performs an Hour of Service, and shall terminate on his next Break-in-Service Date. An Employee who has a Break-in-Service Date and resumes employment with the Affiliated Employers within twelve months of his Break-in-Service Date shall receive a fractional Year of Service for the period of such cessation of employment.

Notwithstanding anything in this Section 2.70 to the contrary, an Employee shall not receive credit for more than one Year of Service with respect to any twelve-consecutive-month period.

ARTICLE III

PARTICIPATION

3.1 Eligibility Requirements . Each Eligible Employee who was an active Participant on December 31, 2008 shall continue to be an active Participant in the Plan on January 1, 2009, provided he remains an Eligible Employee. Each other Eligible Employee may elect to participate in the Plan as of any Enrollment Date after the Employee’s first day of employment as an Eligible Employee or as soon as administratively practicable thereafter. An Eligible Employee shall make an election to participate by authorizing deductions from or reduction of his Compensation as contributions to the Plan in accordance with Article IV, and directing the investment of such contributions in accordance with Article VIII. Such Compensation deduction and/or reduction authorization and investment direction shall be made in accordance with the procedures established by the Administrative Committee.

3.2 Participation upon Reemployment . If an Employee terminates his employment with an Affiliated Employer and is subsequently reemployed as an Eligible Employee, he may elect to become an active Participant in the Plan as of the date of his reemployment or as soon as administratively practicable thereafter.

3.3 No Restoration of Previously Distributed Benefits . A Participant who has terminated his employment with the Affiliated Employers and who has received a distribution of the amount credited to his Account pursuant to Section 12.5 shall not be entitled to restore the amount of such distribution to his Account if he is reemployed and again becomes a Participant in the Plan.

A Participant whose benefit under the Plan was transferred to a qualified plan maintained by Mirant Services, LLC as a result of the spin-off of Mirant from the Southern Company controlled group on April 2, 2001 shall not be entitled to restoration of the amount of such transfer upon his subsequent reemployment by an Affiliated Employer.

Notwithstanding the foregoing, a Participant who terminated employment at a time when he was zero percent (0%) vested in his account under the Performance Sharing Plan and was deemed cashed-out of the Performance Sharing Plan, and who returns to the employ of an Affiliated Employer before incurring five (5) consecutive One-Year Breaks in Service shall be deemed to have bought back into this Plan and shall be entitled to a restoration of his benefits attributable to amounts under the Performance Sharing Plan, unadjusted for any subsequent gains or losses.

3.4 Loss of Eligible Employee Status . If a Participant loses his status as an Eligible Employee, but remains an Employee, such Participant shall be ineligible to participate and shall be deemed to have elected to suspend making Voluntary Participant Contributions or to have Elective Employer Contributions made on his behalf.

3.5 Military Leave . Notwithstanding any provision of the Plan to the contrary, contributions, benefits, and service credit with respect to qualified military service will be provided in accordance with Section 414(u) of the Code. Loan repayments may be suspended under the Plan as permitted under Section 414(u)(4) of the Code.

ARTICLE IV

ELECTIVE EMPLOYER CONTRIBUTIONS AND

VOLUNTARY PARTICIPANT CONTRIBUTIONS

4.1 Elective Employer Contributions . Subject to the combined limitation on Elective Employer Contributions and Voluntary Participant Contributions under Section 4.6, an Eligible Employee who meets the participation requirements of Article III may elect in accordance with the procedures established by the Administrative Committee to have his Compensation reduced by a whole percentage of his Compensation, which percentage shall not be less than one percent (1%) nor more than twenty-five percent (25%) of his Compensation, except to the extent permitted under Section 4.11 of the Plan and Code Section 414(v), such Elective Employer Contribution to be contributed to his Account under the Plan.

4.2 Maximum Amount of Elective Employer Contributions . Subject to Section 4.11, the maximum amount of Elective Employer Contributions that may be made on behalf of a Participant during any Plan Year to this Plan or any other qualified plan maintained by an Employing Company shall not exceed the dollar limitation set forth in Section 402(g) of the Code in effect at the beginning of such Plan Year.

4.3

Distribution of Excess Deferral Amounts

(a) In General . Notwithstanding any other provision of the Plan, Excess Deferral Amounts and income allocable thereto shall be distributed (and any corresponding Employer Matching Contributions shall be forfeited) no later than April 15, 2007, and each April 15 thereafter, to Participants who allocate (or are deemed to allocate) such amounts to this Plan pursuant to (b) below for the preceding calendar year. Excess Deferral Amounts that are distributed shall not be treated as an Annual Addition. Any Employer Matching Contributions forfeited pursuant to this subsection (a) shall be applied, subject to Section 6.1, toward funding Employing Company contributions (for the Plan Year immediately following the Plan Year to which such forfeited Employer Matching Contributions relate) or distributed, as directed by the Administrative Committee, to the extent permitted by applicable law.

(b) Assignment . The Participant’s allocation of amounts in excess of the Code Section 402(g) limits to this Plan shall be in writing; shall be submitted to the Administrative Committee no later than March 1; shall specify the Participant’s Excess Deferral Amount for the preceding calendar year; and shall be accompanied by the Participant’s written statement that if such amounts are not distributed, such Excess Deferral Amount, when added to amounts deferred under other plans or arrangements described in Section 401(k), 408(k), 408(p), 402(h)(1)(B), 457, 501(c)(18), or 403(b) of the Code, exceeds the limit imposed on the Participant by Section 402(g) of the Code for the year in which the deferral occurred. A Participant is deemed to notify the Administrative Committee of any Excess Deferral Amounts that arise by taking into account only those deferrals under this Plan and any other plans of an Affiliated Employer.

(c) Determination of Income or Loss . The Excess Deferral Amount distributed to a Participant with respect to a calendar year shall be adjusted for income or

loss through the date of distribution (subject to Section 4.3(d) below), pursuant to the method of allocating income determined by the Administrative Committee. The income or loss allocable to Excess Deferral Amounts is the sum of:

(1) income or loss allocated to the Participant’s Account for the taxable year multiplied by a fraction, the numerator of which is such Participant’s Excess Deferral Amount for the year and the denominator is the Participant’s Account balance attributable to Elective Employer Contributions, minus any income or plus any loss occurring during the Plan Year; and

(2) if the Administrative Committee shall determine in its sole discretion, ten percent (10%) of the amount determined under (1) above multiplied by the number of whole calendar months between the end of the Plan Year and the date of the distribution, counting the month of distribution if distribution occurs after the 15 ^th of the month.

Notwithstanding the above, the Administrative Committee may designate any reasonable method for computing the income or loss allocable to Excess Deferral Amounts, provided that the method does not violate Section 401(a)(4) of the Code, is used consistently for all Participants and for all corrective distributions under the Plan for the Plan Year, and is used by the Plan for allocating income or loss to Participants’ Accounts.

(d) Maximum Distribution Amount . The Excess Deferral Amount, which would otherwise be distributed to the Participant, shall, if there is a loss allocable to such Excess Deferral Amount, in no event be less than the lesser of the Participant’s Account under the Plan attributable to Elective Employer Contributions or the Participant’s Elective Employer Contributions for the Plan Year.

4.4

Additional Rules Regarding Elective Employer Contributions .

Salary reduction agreements shall be governed by the following:

(a) A salary reduction agreement shall apply to payroll periods during which such salary reduction agreement is in effect. The Administrative Committee, in its discretion, may establish administrative procedures whereby the actual reduction in Compensation may be made to coincide with each payroll period of the Employing Company, or at such other times as the Administrative Committee may determine.

(b) The Employing Company may amend or revoke its salary reduction agreement with any Participant at any time, if the Employing Company determines that such revocation or amendment is necessary to ensure that a Participant’s additions for any Plan Year will not exceed the limitations of Sections 4.2 and 6.1 of the Plan or to ensure that the Actual Deferral Percentage Test is satisfied.

(c) Except as required under (b) above, and under Section 4.5(b) below, no amounts attributable to Elective Employer Contributions may be distributed to a Participant or his Beneficiary from his Account prior to the earlier of:

(1)

the severance from employment, death or disability of the

Participant;

(2)

the attainment of age 59½ by the Participant;

(3) the termination of the Plan without establishment of a successor plan; or

(4) a financial hardship of the Participant pursuant to Section 11.6 of the Plan.

4.5

Section 401(k) Nondiscrimination Tests .

(a) Actual Deferral Percentage Test . The Plan shall satisfy the nondiscrimination test of Section 401(k)(3) of the Code, under which no Elective Employer Contributions shall be made that would cause the Actual Deferral Percentage for Eligible Participants who are Highly Compensated Employees to exceed the following:

(1) The Average Actual Deferral Percentage for the Eligible Participants who are Highly Compensated Employees in the current Plan Year shall not exceed the Average Actual Deferral Percentage for the prior Plan Year for Eligible Participants who were Non Highly Compensated Employees for the prior Plan Year multiplied by 1.25; or

(2) The Average Actual Deferral Percentage for Eligible Participants who are Highly Compensated Employees in the current Plan Year shall not exceed the Average Actual Deferral Percentage for Eligible Participants who were Non Highly Compensated Employees in the prior Plan Year multiplied by two (2), provided that the Average Actual Deferral Percentage for Eligible Participants who are Highly Compensated Employees in the current Plan Year does not exceed the Average Actual Deferral Percentage for the prior Plan Year for Eligible Participants who were Non Highly Compensated Employees in the prior Plan Year by more than two (2) percentage points.

(b)

Distribution of Excess Deferral Contributions .

(1) In General . The Excess Deferral Contributions for a Highly Compensated Employee for a Plan Year which are to be distributed shall be distributed such that the Highly Compensated Employee with the highest amount of Elective Employer Contributions for the Plan Year shall be reduced to the extent required to:

(A) distribute the total amount of Excess Deferral Contributions, or

(B) cause the amount of such Highly Compensated Employee’s Elective Employer Contributions to equal the amount of Elective Employer Contributions of the Highly Compensated Employee with the next highest amount of Elective Employer Contributions for the Plan Year.

This process must be repeated until all Excess Deferral Contributions are distributed.

Excess Deferral Contributions plus any income and minus any loss allocable thereto shall be distributed (and any corresponding Employer Matching Contribution shall be forfeited) to Participants on whose behalf such Excess Deferral Contributions were made within two and one-half (2½) months after the last day of the Plan Year in which such excess amounts arose, and in any event not later than the last day of the Plan Year following the close of the Plan Year for which such contributions were made. Distribution of Excess Deferral Contributions shall be made to Highly Compensated Employees in accordance with this Section 4.5(b). Any Employer Matching Contributions forfeited pursuant to this Subsection (b)(1) shall be applied, subject to Section 6.1, toward funding Employing Company contributions (for the Plan Year immediately following the Plan Year to which such forfeited Employer Matching Contributions relate) or distributed, as directed by the Administrative Committee, to the extent permitted by applicable law.

(2) Determination of Income or Loss . Excess Deferral Contributions to be distributed shall be adjusted for any income or loss through the date of distribution (or, for Plan Years beginning on or after January 1, 2008, through the end of the current Plan Year) (subject to Section 4.5(b)(3) below) pursuant to the method of allocating income determined by the Administrative Committee. The income or loss allocable to such Excess Deferral Contributions is the sum of:

(A) income or loss allocated to the Participant’s Account for the taxable year multiplied by a fraction, the numerator of which is the Participant’s Excess Deferral Contributions to be distributed for the year and the denominator is the Participant’s Account balance attributable to Elective Employer Contributions, minus any income or plus any loss occurring during the Plan Year; and

(B) if the Administrative Committee shall determine in its sole discretion, ten percent (10%) of the amount determined under (A) above multiplied by the number of whole calendar months between the end of the Plan Year and the date of the distribution, counting the month of distribution if distribution occurs after the 15 ^th of the month.

Notwithstanding the above, the Administrative Committee may designate any reasonable method for computing the income or loss allocable to Excess Deferral Contributions, provided that the method does not violate Section 401(a)(4) of the Code, is used consistently for all Participants and for all corrective distributions under the Plan for the Plan Year, and is used by the Plan for allocating income or loss to Participants’ Accounts. The Plan will not fail to use a reasonable method for computing the income and loss allocable to Excess Deferral Contributions merely because the income and loss allocable to Excess Deferral Contributions is determined on a date that is no more than seven (7) days before the distribution.

(3) Maximum Distribution Amount . The Excess Deferral Contributions which would otherwise be distributed to the Participant shall be adjusted for income; shall be reduced, in accordance with regulations, by the Excess Deferral Amount distributed to the Participant; and shall, if there is a loss allocable to the Excess Deferral Contributions, in no event be less than the lesser

of the Participant’s Account under the Plan attributable to Elective Employer Contributions or the Participant’s Elective Employer Contributions for the Plan Year.

(c)

Special Rules .

(1) For purposes of this Section 4.5, the Actual Deferral Percentage for any Eligible Participant who is a Highly Compensated Employee for the Plan Year and who is eligible to have deferral contributions allocated to his account under two (2) or more plans or arrangements described in Section 401(k) of the Code that are maintained by an Affiliated Employer shall be determined as if all such deferral contributions were made under a single arrangement. If a Highly Compensated Employee participates in two (2) or more cash or deferred arrangements that have different plan years, all cash or deferred contributions made under such arrangements with or within the same calendar year shall be treated as a single arrangement. Notwithstanding the foregoing, certain plans shall be treated as separate if mandatorily disaggregated under Code Section 401(k). For purposes of the Actual Deferral Percentage Test under this Section 4.5, the Company Stock Fund shall not be treated as a separate arrangement.

(2) In the event that this Plan satisfies the requirements of Code Section 401(k), 401(a)(4), or 410(b) only if aggregated with one or more other plans, or if one or more other plans satisfy the requirements of Code Section 401(k), 401(a)(4), or 410(b) only if aggregated with this Plan, then the actual deferral percentages shall be determined as if all such plans were a single plan.

4.6 Voluntary Participant Contributions . An Eligible Employee who meets the participation requirements of Article III may elect in accordance with the procedures established by the Administrative Committee to contribute to his Account a Voluntary Participant Contribution consisting of any whole percentage of his Compensation, which percentage is not less than one percent (1%) nor more than twenty-five percent (25%) of his Compensation. The maximum Voluntary Participant Contribution shall be reduced by the percent, if any, which is contributed as an Elective Employer Contribution on behalf of such Participant under Section 4.1.

4.7 Manner and Time of Payment of Elective Employer Contributions and Voluntary Participant Contributions . Contributions made in accordance with Sections 4.1 and 4.6 will be made only through payroll deductions and will be effective as of the payroll period commencing as soon as practicable after the date on which the Participant elects to commence participation in the Plan. Contributions shall be remitted to the Trustee as of the earliest date on which such contributions can reasonably be segregated from each Employing Company’s general assets, but in any event not later than the fifteenth (15th) business day of the month following the month during which such amounts would otherwise have been payable to the Participant in cash or such earlier time as may be prescribed by applicable law.

4.8 Change in Contribution Rate . A Participant may prospectively change the percentage of his Compensation that he has authorized as the Elective Employer Contribution to be made on his behalf or his Voluntary Participant Contribution to another permissible percentage in accordance with the procedures established by the Administrative Committee.

Such election shall be effective as soon as practicable after it is made.

4.9 Change in Contribution Amount . In the event of a change in the Compensation of a Participant, the percentage of the Elective Employer Contribution made on his behalf or his Voluntary Participant Contribution currently in effect shall be applied as soon as practicable with respect to such changed Compensation without action by the Participant.

4.10 Rollovers from Other Plans . An Eligible Employee who has received a distribution of his interest in a retirement plan of a former employer, or a distribution of the interest of his deceased spouse in a retirement plan of his spouse’s former employer, under circumstances meeting the requirements of Section 402(c)(4) of the Code relating to eligible rollover distributions from qualified plans, including plans established under Code Section 403(b) or 457(b), may elect to deposit all or any portion (as designated by such Eligible Employee) of the amount of such distribution as a Rollover Contribution to this Plan. A Rollover Contribution may be made only within sixty (60) days following the date the Eligible Employee receives the distribution from the plan of his former employer (or within such additional period as may be provided under Section 408 of the Code if the Eligible Employee shall have made a timely deposit of the distribution in an individual retirement account).

The Administrative Committee shall establish rules and procedures to implement this Section 4.10, including without limitation, such procedures as may be appropriate to permit the Administrative Committee to verify the tax qualified status of the plan of the former employer and compliance with any applicable provisions of the Code relating to such contributions. The amount contributed to the Trustee pursuant to this Section 4.10 shall be placed in the Eligible Employee’s Rollover Contribution subaccount for the benefit of the Eligible Employee pursuant to Section 9.1. The Eligible Employee shall have a fully vested interest in the balance of his Rollover Contribution subaccount at all times and such Rollover Contribution subaccount shall share in the earnings, gains, and losses of the Trust Fund as set forth in Article IX of the Plan. An Employee shall be entitled to a distribution of his Rollover Contribution subaccount pursuant to the applicable provisions of Article XI and Article XII hereof.

4.11 Catch-Up Contributions . All Eligible Participants who will have attained age fifty (50) before the close of the taxable year shall be eligible to make catch-up contributions in accordance with, and subject to the limitations of, Code Section 414(v). Such catch-up contributions shall not be taken into account for purposes of the provisions of the Plan implementing the required limitations of Code Sections 402(g) and 415. The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements of Code Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416, as applicable, by reason of making of such catch-up contributions. Catch-up contributions shall be made in such dollar amounts as elected by the Participant in accordance with the procedures established by the Administrative Committee.

ARTICLE V

EMPLOYER MATCHING CONTRIBUTIONS

5.1 Amount of Employer Matching Contributions . The Board of Directors, in its sole and absolute discretion, shall determine the amount of Employer Matching Contributions that shall be made by each Employing Company on behalf of each Participant in its employ. The amount of Employer Matching Contributions shall be fixed by resolutions of the Board of Directors and communicated to each Employing Company prior to the first day the determined match becomes effective.

5.2 Payment of Employer Matching Contributions . Except as provided herein, Employer Matching Contributions shall be remitted to the Trustee as soon as practicable after the payroll period to which they relate.

5.3 Limitations on Employer Matching Contributions and Voluntary Participant Contributions .

(a) Actual Contribution Percentage Test . The Plan shall satisfy the nondiscrimination test of Section 401(m) of the Code, under which the Average Contribution Percentage for Eligible Participants shall not exceed (1) or (2) as follows:

(1) The Average Contribution Percentage for Eligible Participants who are Highly Compensated Employees in the current Plan Year shall not exceed the Average Contribution Percentage for the prior Plan Year for Eligible Participants who were Non Highly Compensated Employees in the prior Plan Year multiplied by 1.25; or

(2) The Average Contribution Percentage for Eligible Participants who are Highly Compensated Employees in the current Plan Year shall not exceed the Average Contribution Percentage for Eligible Participants who were Non Highly Compensated Employees in the prior Plan Year multiplied by two (2), provided that the Average Contribution Percentage for Eligible Participants who are Highly Compensated Employees in the current Plan Year does not exceed the Average Contribution Percentage for the prior Plan Year for Eligible Participants who were Non Highly Compensated Employees in the prior Plan Year by more than two (2) percentage points.

(b)

Distribution of Excess Aggregate Contributions .

(1) In General . The Excess Aggregate Contributions for a Highly Compensated Employee for a Plan Year which are to be distributed shall be distributed such that the Highly Compensated Employee with the highest amount of Matching Employer Contributions and Voluntary Participant Contributions shall be reduced to the extent required to:

(A) distribute the total amount of Excess Aggregate Contributions, or

(B) cause the amount of such Highly Compensated Employee’s Employer Matching Contributions and Voluntary Participant Contributions to equal the amount of Employer Matching Contributions and Voluntary Participant Contributions of the Highly Compensated Employee with the next highest amount of Employer Matching Contributions and Voluntary Participant Contributions for the Plan Year.

This process must be repeated until all Excess Aggregate Contributions are distributed.

Excess Aggregate Contributions, plus any income and minus any loss allocable thereto, shall be distributed (or, if forfeitable, forfeited) within 2½ months after the last day of the Plan Year in which such excess amounts arose, and in any event not later than the last day of the following Plan Year, to Participants to whose Accounts such Excess Aggregate Contributions were allocated for the Plan Year. Excess Aggregate Contributions shall be treated as Annual Additions.

(2) Determination of Income or Loss . Excess Aggregate Contributions to be distributed shall be adjusted for any income or loss through the date of distribution (or, for Plan Years beginning on or after January 1, 2008, through the end of the current Plan Year) pursuant to the method of allocating income determined by the Administrative Committee. The income or loss allocable to such Excess Aggregate Contributions is the sum of:

(A) income or loss allocated to the Participant’s Account attributable to Voluntary Participant Contributions and Employer Matching Contributions to be distributed for the Plan Year multiplied by a fraction, the numerator of which is the Participant’s Excess Aggregate Contributions for the year and the denominator is the Participant’s Account balance attributable to Voluntary Participant Contributions and Employer Matching Contributions, minus any income or plus any loss occurring during the Plan Year; and

(B) if the Administrative Committee shall determine in its sole discretion, ten percent (10%) of the amount determined under (1) above multiplied by the number of whole calendar months between the end of the Plan Year and the date of the distribution, counting the month of distribution if distribution occurs after the 15 ^th of the month.

Notwithstanding the above, the Administrative Committee may designate any reasonable method for computing the income or loss allocable to Excess Aggregate Contributions, provided that the method does not violate Section 401(a)(4) of the Code, is used consistently for all Participants and for all corrective distributions under the Plan for the Plan Year, and is used by the Plan for allocating income or loss to Participants’ Accounts. The Plan will not fail to use a reasonable method for computing the income and loss allocable to Excess Aggregate Contributions merely because the income and loss allocable to Excess Aggregate Contributions is determined on a date that is no more than seven (7) days before the distribution.

(3) Accounting for Excess Aggregate Contributions . Excess Aggregate Contributions shall be distributed first from Voluntary Participant

Contributions allocated to the Participant’s Account and any corresponding Employer Matching Contribution shall also be forfeited and then, if necessary, distributed from the remaining Employer Matching Contribution allocated to the Participant’s Account.

(c)

Special Rules .

(1) The Contribution Percentage for any Eligible Participant who is a Highly Compensated Employee for the Plan Year and who is eligible to make voluntary participant contributions, to receive employer matching contributions, or to make deferral contributions under two or more plans described in Section 401(a) of the Code or arrangements described in Section 401(k) of the Code that are maintained by an Affiliated Employer shall be determined as if all such contributions were made under a single plan.

(2) In the event that this Plan satisfies the requirements of Code Section 401(m), 401(a)(4), or 410(b) only if aggregated with one or more other plans, or if one or more other plans satisfy the requirements of Code Section 401(m), 401(a)(4), or 410(b) only if aggregated with this Plan, then the contribution percentages shall be determined as if all such plans were a single plan.

(3) The determination and treatment of the Contribution Percentage of any Eligible Participant shall satisfy such other requirements as may be prescribed by the Secretary of the Treasury.

5.4 Reversion of Employing Company Contributions . Employing Company contributions computed in accordance with the provisions of this Plan shall revert to the Employing Company under the following circumstances:

(a) In the case of an Employing Company contribution which is made by reason of a mistake of fact, such contribution upon written direction of the Employing Company shall be returned to the Employing Company within one year after the payment of the contribution.

(b) If any Employing Company contribution is determined to be nondeductible under Section 404 of the Code, then such Employing Company contribution, to the extent that it is determined to be nondeductible, upon written direction of the Employing Company shall be returned to the Employing Company within one year after the disallowance of the deduction.

The amount which may be returned to the Employing Company under this Section 5.4 is the excess of (1) the amount contributed over (2) the amount that would have been contributed had there not occurred a mistake of fact or disallowance of the deduction. Earnings attributable to the excess contribution shall not be returned to the Employing Company, but losses attributable thereto shall reduce the amount to be so returned. If the withdrawal of the amount attributable to the mistaken contribution would cause the balance of the Account of any Participant to be reduced to less than the balance which would have been in the Account had the mistaken amount not been contributed, then the amount to be returned to the Employing

Company shall be limited so as to avoid such reduction.

5.5 Correction of Prior Incorrect Allocations and Distributions . Notwithstanding any provisions contained herein to the contrary, in the event that, as of any Valuation Date, adjustments are required in any Participants’ Accounts to correct any incorrect allocation of contributions or investment earnings or losses, or such other discrepancies in Account balances that may have occurred previously, the Employing Companies may make additional contributions to the Plan to be applied to correct such incorrect allocations or discrepancies. The additional contributions shall be allocated by the Administrative Committee to adjust such Participants’ Accounts to the value which would have existed on said Valuation Date had there been no prior incorrect allocation or discrepancies. The Administrative Committee shall also be authorized to take such other actions as it deems necessary to correct prior incorrect allocations or discrepancies in the Accounts of Participants under the Plan.

ARTICLE VI

LIMITATIONS ON CONTRIBUTIONS

6.1 Section 415 Limitations . Notwithstanding any provision of the Plan to the contrary, except to the extent permitted under Code Section 414(v), the total Annual Additions allocated to the Account (and the accounts under all defined contribution plans maintained by an Affiliated Employer) of any Participant for any Limitation Year in accordance with Code Section 415 and the regulations thereunder, which are incorporated herein by this reference, shall not exceed the lesser of the following amounts:

(a) one hundred percent (100%) of the Participant’s compensation (as defined in Code Section 415(c)(3) and any rulings and regulations thereunder) in the Limitation Year; or

(b)

$49,000 (as adjusted pursuant to Code Section 415(d)(1)(C)).

6.2 Correction of Contributions in Excess of Section 415 Limits . The provisions of Sections 6.2 and 6.3 are only effective for Limitation Years prior to January 1, 2008. If the Annual Additions for a Participant exceed the limits of Section 6.1 as a result of the allocation of forfeitures, if any, a reasonable error in estimating a Participant’s annual compensation for purposes of the Plan, a reasonable error in determining the amount of elective deferrals (within the meaning of Section 402(g)(3) of the Code) that

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