SOUTHERN COMPANY OMNIBUS INCENTIVE COMPENSATION PLAN FORM OF STOCK OPTION AWARD AGREEMENT FOR EXECUTIVE OFFICERS OF THE SOUTHERN COMPANY

1.

Grant: The Southern Company (the “Company”) Compensation and Management Succession Committee (the “Committee”) has granted you nonqualified stock options (the “Options”) to purchase shares of Southern Company common stock (“Common Stock”). This award is governed by the 2006 Southern Company Omnibus Incentive Compensation Plan, as amended from time to time (the “Plan”).

2.

Terms: Terms used in this Award Agreement that are defined in the Plan will have the meanings ascribed to them in the Plan. If there is any inconsistency between the terms of this Award Agreement and the terms of the Plan, the Plan’s terms will supersede and replace the conflicting terms of this Award Agreement.

3.

Grant Date, Number of Shares and Grant Price: The Grant Date of your Options is ______, the number of shares granted to you under your Options is _______ and the Grant Price (also referred to as the Exercise Price per share) is _______. This information is also set forth on the UBS Financial Services Inc. website at https://onesource.ubs.com/so. The Grant Price is equal to the closing price of a share of Common Stock on the Grant Date.

4.

Option Term : The Options have been granted for a period of ten (10) years from the Grant Date (the “Option Term”).

5.

Vesting and Exercise : Options do not provide you with any rights or interests until they vest (become exercisable). One-third of the shares granted under the Options shall vest on each one year anniversary of the Grant Date.

6.

How to Exercise : You may exercise an Option by entering and executing an exercise order with UBS Financial Services Inc. and obtaining an exercise confirmation. UBS Financial Services Inc. may be reached by telephone at 404-760-3312 or 1-866-4SO-OPTION (1-866-476-6784) or on the UBS Financial Services Inc. website at https://onesource.ubs.com/so. Payment for shares you elect to purchase may be made in cash or in any other form of payment allowed by the Company. Should you decide to purchase Common Stock pursuant to the exercise of an Option with previously purchased Common Stock (if allowed), any such Common Stock used as payment will be valued at its Fair Market Value as of the date of exercise of the Option.

1

7.

Impact of Termination of Employment

Termination of Employment Event

Impact
on Unvested Options

Exercise Period for Vested Options (But in No Event Beyond the Original Option Term )

Disability ¹

Vest fully

3 years

Retirement ²

See below

5 years

Death

Vest fully

3 years

Any other type of termination not for cause ³

Forfeited

90 days

Any termination for cause ^3/4

Forfeited

Forfeited