0000092122-11-000051 Sample Contracts

RETENTION AGREEMENT
Retention Agreement • May 6th, 2011 • Southern Power Co • Electric services • Georgia

THIS RETENTION AGREEMENT (the "Agreement"), made and entered into by and between GEORGIA POWER COMPANY (the "Company") and MICHAEL A. BROWN ("Employee"), shall be effective as of January 1, 2011 (the "Effective Date").

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TERMINATION OF AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • May 6th, 2011 • Southern Power Co • Electric services

WHEREAS, The Southern Company, Southern Company Services, Inc. and G. Edison Holland, Jr. (hereinafter collectively referred to as the “Parties”) made and entered into an Amended and Restated Change in Control Agreement (“Agreement”) effective on December 31, 2008, to provide certain benefits to Mr. Holland in the event of termination following a change in control as contemplated therein; and

SOUTHERN COMPANY OMNIBUS INCENTIVE COMPENSATION PLAN ______ STOCK OPTION AWARD AGREEMENT For ________________ Your Options are subject to the following terms and conditions:
Southern Power Co • May 6th, 2011 • Electric services

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 cause3 Forfeited 90 days Any termination for cause3/4 Forfeited Forfeited

AMENDED DEFERRED COMPENSATION AGREEMENT
Assignment Agreement • May 6th, 2011 • Southern Power Co • Electric services • Georgia

THIS AMENDED DEFERRED COMPENSATION AGREEMENT ("Agreement") is made and entered into by THE SOUTHERN COMPANY ("Southern"), SOUTHERN COMPANY SERVICES, INC. (the "Company"), GEORGIA POWER COMPANY ("Georgia") (as successor in interest to Savannah Electric and Power Company), and GULF POWER COMPANY ("Gulf") (collectively the "Southern Parties") and G. EDISON HOLLAND, JR. ("Employee"), this 31st day of December­, 2008 ("Effective Date").

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