The Plan may be amended or terminated at any time by the Board of Directors, provided, however, that no such amendment or termination of the Plan shall be effective if such amendment or termination is made or is effective within a period that is # six (6) months before, or at any time after, a Preliminary Change in Control and # prior to # the earlier of such time as the Southern Committee shall have determined that the event that gave rise to such Preliminary Change in Control shall not be Consummated or # two years following the Southern Change in Control, unless such amendment or termination during such period has the effect of increasing benefits to Participants under the Plan, is determined by the Board of Directors to be immaterial, or applies solely to Directors who, in the case of a Southern Change in Control, are not Directors on the date of the respective Preliminary Change in Control. Following a Southern Change in Control, nothing in this [Section 12.1] shall prevent the Board of Directors from amending or terminating the Plan as to any subsequent Southern Change in Control provided that no such amendment or termination shall impair any rights or reduce any benefits previously accrued under the Plan as a result of a previous Southern Change in Control.

Amendment and Termination. Subject to the following sentence, the Plan may be amended or terminated atfrom time to time in any timerespect by the Board of Directors,Committee or the Board; provided, however, that no suchany amendment that would adversely affect the rights or terminationpotential rights of the Plan shall be effective if such amendment or termination is made or is effective within a period that is # six (6) months before, or at any time after, a Preliminary Change in Control and # prior to # the earlier of such time as the Southern Committee shall have determined that the event that gave rise to such Preliminary Change in ControlParticipants shall not be Consummated or # two years following the Southern Change in Control, unless such amendment or termination during such period has the effect of increasing benefits to Participants under the Plan, is determined by the Board of Directors to be immaterial, or applies solely to Directors who, in the case of a Southern Change in Control, are not Directors oneffective for at least 12 months after the date of the respective PreliminaryCommittee’s or the Board’s action; and, provided further, in the event that a Change in Control. FollowingControl occurs within 12 months following an amendment to the Plan that would adversely affect the rights or potential rights of Participants, the amendment will not be effective. In anticipation of or in connection with or within three years following a Southern Change in Control, nothing in this [Section 12.1] shall prevent the Board of Directors from amending or terminating the Plan asshall not be subject to any subsequent Southern Change in Control provided that no such amendmentamendment, change, substitution, deletion, revocation or termination shall impairin any respect which adversely affects the rights or reduce any benefits previously accrued underof Participants without the Planconsent of each Participant so affected. For the avoidance of doubt, removal of a Participant as a Participant (other than as a result of the Participant ceasing to be an Employee), a previous Southern Changedecrease in Control.the Participant’s Tier Level or any other reduction in payments or benefits shall be deemed to be an amendment of the Plan which adversely affects the rights of the Participant.

Except as provided in the next sentence, the Board may from time to time terminate the Plan or amend the Plan in whole or in part. The Plan may not be terminated or amended in any manner which would adversely affect the rights or terminated at any time bypotential rights of Participants, if the Boardaction to effect such termination or amendment occurs # after a Change of Directors, provided, however, that no such amendmentControl, or termination# in connection with a Change of Control, unless and to the Plan shall be effective if such amendment or termination is made or is effective within a period that is # six (6) months before, or at any time after, a Preliminary Change in Control and # prior to # the earlier of such time as the Southern Committee shall have determinedextent that the eventCommittee determines that gave rise to such Preliminary Change in Control shall not be Consummatedtermination or # two years following the Southern Change in Control, unless such amendment or termination during such period has the effect of increasing benefits to Participants under the Plan, is determinedrequired by the Board of Directors to be immaterial, or applies solely to Directors who, in the case of a Southern Change in Control, are not Directors on the date of the respective Preliminary Change in Control. Following a Southern Change in Control, nothing in this [Section 12.1] shall prevent the Board of Directors from amending or terminating the Plan as to any subsequent Southern Change in Control provided that no such amendment or termination shall impair any rights or reduce any benefits previously accrued under the Plan as a result of a previous Southern Change in Control.law.