Consulting Agreement between SCS and Arthur P. Beattie effective August 1, 2018

This CONSULTING AGREEMENT (“Agreement”) is entered into by and between Southern Company Services, Inc. (the “Company”) and Arthur P. Beattie (“Consultant”).

WHEREAS, the Company desires to retain Consultant to provide certain services to the Company, and Consultant desires to provide such services to the Company, all subject to the terms and conditions set forth herein.

NOW THEREFORE, for and in consideration of the premises, the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereby agree as follows:

The Company hereby agrees to engage Consultant as an independent contractor, and Consultant hereby accepts such engagement as an independent contractor, upon the terms and conditions set forth in this Agreement.

The term of this Agreement shall commence on August 1, 2018 and shall expire on December 31, 2018 (“Term”).

Unless otherwise detailed in a specific letter or memorandum, Consultant shall manage, perform and provide professional consulting services and advice (“Consulting Services”) as the Company may request from time to time. Consultant shall be available to provide Consulting Services for the Company during the Term of this Agreement. The parties expect that Consultant’s work, on average, will not exceed 40 hours per month during the Term of this Agreement. Consultant must obtain prior written approval from an authorized officer of the Company before Consultant contracts with or in any other way employs any agents or subcontractors to perform work in any way related to this Agreement. Consultant shall cause its agents, employees and subcontractors to perform such duties in a professional and competent manner which shall be consistent with the Southern Company Code of Ethics. Additionally, during the Term of this Agreement, Consultant agrees to promote the best interests of the Company and to take no actions that in any way damage the public image or reputation of the Company or its affiliates or to knowingly assist, in any way, a competitor of the Company.

In the performance of this Agreement, both Consultant and the Company will be acting in their own separate capacities and not as agents, employees, partners, joint venturers or associates

of one another. It is expressly understood and agreed that Consultant is an independent contractor of the Company in all manners and respects. The parties further agree that:

As payment for the Consulting Services rendered pursuant to this Agreement, the Company shall pay, and Consultant shall accept, a retainer fee in the amount of $400,000.00. The payment of the retainer fee shall be made in five equal installments of $80,000.00. Each installment will be payable on the first day of each month of the Term of the Agreement, or as soon as practicable after such date.

The parties to the Agreement may mutually agree in writing to terminate the Agreement prior to the expiration of the Term. The Company may terminate the Agreement for cause if Consultant does not perform Consulting Services under this Agreement in a satisfactory manner that protects the business interests of the Company. This Agreement will terminate automatically on the death of Consultant. Any remaining unpaid retainer fee installments shall be forfeited by Consultant if the Agreement is terminated prior to the expiration of the Term.

processes relating to the Southern Entities that were conceived, discovered, created, written, revised, or developed by Consultant conceived, discovered, developed or created by Consultant in performing the Consulting Services pursuant to this Agreement.

the Energy Reorganization Act). Consultant further understands nothing in this Agreement limits Consultant’s ability to file a charge or complaint with the Securities and Exchange Commission or any other federal, state or local government agency or commission (‘Government Agencies”). Nothing in this Agreement limits Consultant’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by the Government Agency, including providing documents or information without notice to the Company. This Agreement does not limit Consultant’s right to receive an award for information provided to any Government Agency.

The parties represent and agree that any disclosure or use of any Trade Secrets or Confidential Information by Consultant except as otherwise permitted under this Agreement or authorized by the Company in writing, or any other violation of Section 7, would be wrongful and cause immediate, significant, continuing and irreparable injury and damage to Company that is not fully compensable by monetary damages. Should Consultant breach or threaten to breach any provisions of Section 7, the Company shall be entitled to obtain immediate relief and remedies in a court of competent jurisdiction (including but not limited to damages, preliminary or permanent injunctive relief and an accounting for all profits and benefits arising out of Consultant’s breach), cumulative of and in addition to any other rights or remedies to which Company may be entitled by this Agreement, at law or in equity.

By no later than the end of the Term, Consultant agrees to return to the Company all property of the Southern Entities, including but not limited to data, lists, information, memoranda, documents, identification cards, parking cards, keys, computers, fax machines, pagers, phones, files, and any and all written or descriptive materials of any kind belonging or relating to the Company or any other Southern Entity, including, without limitation, any originals, copies, and abstracts containing any Work Product, intellectual property, Confidential Information, and Trade Secrets in Consultant’s possession or control.

Consultant shall comply with all federal, state, and local statutes, regulations, and public ordinances governing Consultant’s work hereunder and shall indemnify, defend and hold the Company harmless from any and all liability, damage, cost, fine, penalty, fee, and expense arising from Consultant’s failure to do so.

All notices required, necessary or desired to be given pursuant to this Agreement shall be in writing and shall be effective when delivered or on the third day following the date upon which such notice is deposited, postage prepaid, in the United States mail, certified return receipt requested, and addressed to the party at the address set forth below:

Consultant shall and does hereby expressly agree to indemnify and hold harmless the Company, its officers, directors, shareholders, employees, parent, and affiliates against any and all suits, actions, judgments, costs (including, without limitation, all court costs and attorneys’ fees), losses, damages, or claims of whatever nature arising out of or related to any acts or omissions of Consultant, Consultant’s agents, employees, or subcontractors, including, but not limited to, any injuries to or deaths of persons or any damage to property or equipment. Consultant further agrees to defend any and all such actions in any court or in arbitration.

The waiver of a breach of any provision of the Agreement shall not operate or be construed as a waiver of any other breach. Each of the parties to the Agreement will be entitled to enforce its or his/her rights under the Agreement, specifically, to recover damages by reason of any breach of any provision of the Agreement and to exercise all other rights existing in its or his/her favor.

Consultant may not assign, transfer or subcontract any of Consultant’s rights or obligations under this Agreement to any party without the prior written consent of the Company. Consultant’s obligations under this Agreement shall be binding on Consultant’s successors and permitted assigns. Any assignment, transfer or subcontracting in violation of this provision shall be null and void.

This Agreement shall be construed and enforced in accordance with the laws of the State of Georgia.

The unenforceability or invalidity of any particular provision of the Agreement shall not affect its other provisions, and to the extent necessary to give such other provisions effect, they shall be deemed severable. If any of the provisions of the Agreement are determined by any court of law or equity with jurisdiction over this matter to be unreasonable or unenforceable, in whole or in part, as written, the parties hereby consent to and affirmatively request that said court reform the provision so as to be reasonable and enforceable and that said court enforce the provision as reformed. Consultant acknowledges and agrees that the covenants and agreements contained in the Agreement shall be construed as covenants and agreements independent of each

other or any other contract between the parties hereto and that the existence of any claim or cause of action by Consultant against the Company or any Southern Entity, whether predicated upon the Agreement or any other contract, shall not constitute a defense to the enforcement by the Company or any Southern Entity of the covenants and agreements.

The judicial body interpreting the Agreement shall not construe the terms of the Agreement more strictly against one party, it being agreed that both parties and/or their attorneys or agents have negotiated and participated in the preparation hereof.

Notwithstanding any expiration or termination of this Agreement, the provisions of Sections 8, 10, and 12 through 19 hereof shall survive and remain in full force and effect, as shall any other provision hereof that, by its terms or reasonable interpretation thereof, sets forth obligations that extend beyond the termination of this Agreement.

This Agreement embodies the entire agreement of the parties and supersedes all prior agreements between the parties hereto relating to the subject matter hereof. This Agreement may not be modified or amended except by a written instrument signed by both Consultant and an authorized representative of the Company.

IN WITNESS WHEREOF, the undersigned have executed the Agreement on the dates set forth below.