Summary of Non-Employee Director Compensation for The Southern Company Board

Summary

This document outlines the compensation plan for non-employee directors of The Southern Company. Non-employee directors receive annual retainers, additional fees for serving as committee chairs, equity grants in the form of deferred company stock, and meeting participation fees. Directors can defer up to 100% of their compensation until their board service ends. There is no pension plan for these directors. The agreement specifies the amounts and conditions for each type of compensation.

EX-10.A.2 3 x10a2.txt EXHIBIT 10(a)2 SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION THE SOUTHERN COMPANY Only non-employee directors are compensated for service on the Board of Directors (the "Board") of The Southern Company (the "Company"). The pay components are as follows: Annual Retainers: o $70,000 of which $30,000 is deferred in shares of Company common stock until Board membership ends; o $25,000 if serving as Chair of the Audit Committee; and o $10,000 if serving as Chair of any other Board committee. Equity Grants: o 1,000 additional shares of Company common stock in quarterly grants of 250 shares are deferred until Board membership ends. Meeting Fees: o $2,500 for participation in a meeting of the Board; o $2,000 for participation in an meeting of a committee of the Board other than a meeting of the Audit Committee; o $4,000 for attendance in person at a meeting of the Audit Committee; and o $2,000 for participation by telephone in a meeting of the Audit Committee. Directors may elect to defer up to 100 percent of their compensation until membership on the Board ends. There is no pension plan for non-employee Directors.