SECOND AMENDMENT TO THE DEFERRED CASH COMPENSATION TRUST AGREEMENT FOR DIRECTORS OF SOUTHERN COMPANY AND ITS SUBSIDIARIES

Exhibit 10(a)28

SECOND AMENDMENT TO THE
DEFERRED CASH COMPENSATION TRUST AGREEMENT
FOR DIRECTORS OF SOUTHERN COMPANY AND ITS SUBSIDIARIES

WHEREAS, the Grantors entered into the Deferred Cash Compensation Trust Agreement for Directors of Southern Company and its Subsidiaries (the “Trust”) as amended and restated effective September 1, 2001, and subsequently further amended effective January 1, 2009; and

WHEREAS, the Grantors desire to amend the Trust in order to reflect Southern Company’s divestiture of one of the Grantors, Gulf Power Company, including the removal of Gulf Power Company as a Grantor under the Trust, the addition of Southern Company Gas as a Grantor under the Trust, and the removal and addition of the applicable Deferred Compensation Plans sponsored by those Grantors as plans subject to the Trust; and

WHEREAS, pursuant to Section 4 of the Trust, the Grantors have the authority to amend the Trust at any time prior to a Preliminary CIC, and in the event of a Preliminary CIC may amend the Trust with the agreement of a majority of the Beneficiaries of the Trust, provided in either case the amendment does not increase the duties of the Trustee; and

WHEREAS, this Second Amendment to the Trust will not result in an increase to the duties of the Trustee; and

WHEREAS, Sections 1 and 17(k) of the Trust provide that Beneficiaries for these purposes are Directors of the applicable Grantor who are eligible for a benefit under the applicable Plan, and for whom all amounts due under such Plan have not been satisfied; and

WHEREAS, only Gulf Power Company has experienced a Preliminary CIC and all Directors owed a benefit under the Deferred Compensation Plan for Directors of Gulf Power Company have been fully paid.

NOW, THEREFORE, the Grantors hereby amend the Trust as follows:

1.

Effective as of the date Gulf Power Company ceases to be a subsidiary of Southern Company, Gulf Power Company shall cease to be a Grantor of the Trust and all references to Grantor thereunder shall no longer include Gulf Power Company.

2.

Effective as of the date of execution of this Amendment by all Grantors, Southern Company Gas shall be a Grantor of the Trust and all references to Grantor thereunder shall include Southern Company Gas.

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3.

Effective as of the date of execution of this Amendment by all Grantors, the last sentence of Section 5 of the Trust is amended by removing the word “or” prior to subsection (d) and adding the following at the end of such sentence:

“or (e) upon written representation to the Trustee that all benefits have been paid to Beneficiaries by a Grantor such that the Grantor has no remaining obligations to any Beneficiary covered by the Trust, assets allocated to the Grantor’s separate Trust account shall be returned to the Grant regardless of any targeted funding level.”

4.

Effective as of the date Gulf Power Company ceases to be a subsidiary of Southern Company, Exhibit A is deleted in its entirety and replaced with the following:

EXHIBIT A

Plans and Arrangements Subject to the Trust

Deferred Compensation Plan for Directors of Alabama Power Company

Deferred Compensation Plan for Directors of Georgia Power Company

Deferred Compensation Plan for Directors of Mississippi Power Company

Deferred Compensation Plan for Directors of Savannah Electric and Power Company

Deferred Compensation Plan for Directors of Southern Company Gas

Deferred Compensation Plan for Directors of The Southern Company

5.

Effective as of the date Gulf Power Company ceases to be a subsidiary of Southern Company, Exhibit B is deleted in its entirety and replaced with the following:

EXHIBIT B

Contacts and Addresses of Grantors

Alabama Power Company

Xxxxx X. Shorts

Corporate Secretary

000 Xxxxx 00xx Xxxxxx

Xxxxxxxxxx, XX 00000

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Georgia Power Company

Xxxxxxxx X. Xxxxxx

Corporate Secretary

000 Xxxxx XxXxxx Xxxxxxxxx

Xxxxxxx, XX 00000

Mississippi Power Company

Xxxxxxx X. Xxxxx

Corporate Secretary

0000 Xxxx Xxxxx Xxxxxxxxx

Xxxxxxxx, XX 00000

Savannah Electric and Power Company

c/o Georgia Power Company

Xxxxxxxx X. Xxxxxx

Corporate Secretary

000 Xxxxx XxXxxx Xxxxxxxxx

Xxxxxxx, XX 00000

Southern Company Gas

Xxxxxxx X. Xxxxxxxxxxx

Corporate Secretary

00 Xxxxxxxxx Xxxxx XX

XXX 000

Xxxxxxx, XX 00000

Southern Company

Xxxx X. Xxxxxxx

Corporate Secretary

00 Xxxx Xxxxx Xx. Xxxxxxxxx XX

Xxxxxxx, XX 00000

6.

In connection with this Second Amendment, all amounts held by the Trustee under the Trust for the account of Gulf Power Company shall be distributed to Gulf Power Company as soon as administratively practicable following the execution of this Second Amendment.

7.

Except as amended herein by this Second Amendment, the Trust shall remain in full force and effect as adopted by the Grantors prior to the adoption of this Second Amendment.

[SIGNATURES ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, the undersigned have executed this Second Amendment to the Trust Agreement as of the 21st day of December, 2018.

ALABAMA POWER COMPANY			MISSISSIPPI POWER COMPANY
By:	/s/Xxxx Xxxxxx		By:	/s/Xxxxxxx X. Xxxxx
Name:	Xxxx Xxxxxx		Name:	Xxxxxxx X. Xxxxx
Title:	EVP - Customer Service		Title:	Vice President & Corporate Secretary
GEORGIA POWER COMPANY			SOUTHERN COMPANY GAS
By:	/s/Xxxxxxxx X. Xxxxxx		By:	/s/Xxxx X. Xxxxxxx
Name:	Xxxxxxxx X. Xxxxxx		Name:	Xxxx X. Xxxxxxx
Title:	SVP, General Counsel & Corporate Secretary		Title:	SVP and General Counsel
GULF POWER COMPANY			SOUTHERN COMPANY
By:	/s/Xxxxxxx X. Xxxxx		By:	/s/Xxxx X. Xxxxxxx
Name:	Xxxxxxx X. Xxxxx		Name:	Xxxx X. Xxxxxxx
Title:	Vice President & Corporate Secretary		Title:	Secretary

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ACKNOWLEDGMENT AND AGREEMENT

The undersigned, constituting all of the potential Beneficiaries related to Gulf Power Company, hereby acknowledge and agree to this Second Amendment as of the 21st day of December, 2018.

/s/Xxxxx X. Xxxxx

Xxxxx X. Xxxxx

/s/Xxxxxxx X. Xxxxxx

Xxxxxxx X. Xxxxxx

/s/Xxxxxx X. XxxXxxxx

Xxxxxx X. XxxXxxxx

/s/J. Xxxx X’Xxxxxxxx

J. Xxxx X’Xxxxxxxx

/s/Xxxxxxx X. Xxxxxxxxx

Xxxxxxx X. Xxxxxxxxx