Proposed Form of Parent GuarantyGuaranty • May 28th, 2009 • AlabamaGuaranty, dated as of , 20 , by , a ("Guarantor"), in favor of Counterparty. As used in this Guaranty, “Counterparty” means Beneficiary, SCS and the Co’s jointly and severally; “Beneficiary” means Southern Company Services, Inc., acting solely as agent for Alabama Power Company, Georgia Power Company, Gulf Power Company and Mississippi Power Company; “Co’s” means Alabama Power Company, Georgia Power Company, Gulf Power Company and Mississippi Power Company, jointly and severally; and “SCS” means Southern Company Services, Inc.