SEPARATION AND RELEASE AGREEMENT

This SEPARATION AND RELEASE AGREEMENT (Agreement) is entered into by PAUL BERNARD JACOB (Employee) and GULF POWER COMPANY (Company) and arises out of Employee’s separation from service. In consideration of the material promises contained herein, the parties agree as follows:

Employee’s separation from service from the Company is effective May 2, 2014 (Separation Date). As of the Separation Date, Employee has no further privileges, duties or obligations to the Company or any of its affiliates, except as specifically provided herein.

In the event Employee (a) executes and returns the Agreement to the Company no earlier than May 2, 2014 and no later than May 9, 2014 and (b) permits the Agreement to become effective, the Company will pay Employee a lump sum payment of SIX HUNDRED SIXTY SEVEN THOUSAND SEVEN HUNDRED SIXTY EIGHT DOLLARS AND NO CENTS ($667,768.00) less any amounts required to be withheld under applicable laws and regulations (Severance Payment). The Severance Payment will be paid as soon as practicable following the effectiveness of the Agreement, as determined under Section 21 (Effective Date), but not later than twenty-one (21) days following the Effective Date.

Employee covenants and agrees that the consideration set forth in this Section 2 is in full satisfaction of all sums owed to Employee, if any, by the Company and any current or former subsidiaries or affiliates of Southern Company (collectively, Southern Entities), upon Employee’s separation from service, except any benefits accrued as of Employee’s Separation Date under any Company-sponsored compensation or benefit plan or program, and constitutes good and complete consideration for the release, the non-disclosure and non-interference obligations under Section 8 and all other obligations and covenants of Employee contained herein, including, but not limited to, Section 7. Employee agrees that the agreement provides him valuable benefits to which he would not otherwise be entitled.

Employee does hereby voluntarily and irrevocably waive, release, dismiss with prejudice, and withdraw all claims, complaints, suits or demands of any kind whatsoever (whether known or unknown) which he ever had, may have or now has against the Southern Entities, and their past, present and future officers, directors, employees, agents, insurers, attorneys, plan administrators and their respective benefit plans (and related trusts) (collectively, Releasees), arising from or relating to (directly or indirectly) Employee’s employment, his separation from service from the Company or other events that have occurred as of the date of execution of the Agreement, including but not limited to:

U.S.C. § 1981; the National Labor Relations Act; the Labor Management Relations Act; executive orders, including Executive Orders 11246 and 11141; the Vietnam Era Veteran’s Readjustment Act of 1974; the Uniformed Services Employment and Reemployment Act of 1994; the Rehabilitation Act of 1973; the Sarbanes-Oxley Act of 2002, the Florida Civil Rights Act or the Employee Retirement Income Security Act of 1974;

In signing the Agreement, Employee is not releasing any claims that may arise under the terms of the Agreement or which may arise out of events occurring after the date Employee executes the Agreement.

Employee also is not releasing claims to benefits that he is already entitled to receive under The Southern Company Pension Plan, The Southern Company Employee Savings Plan or under any of the Company’s other employee compensation or benefit plans or under any workers’ compensation laws. However, Employee understands and acknowledges that nothing herein is intended to or shall be construed to require the Company to institute or continue in effect any particular plan or benefit sponsored by the Company and the Company hereby reserves the right to amend or terminate any of its compensation or benefit programs at any time in accordance with the procedures set forth in such plans or programs.

Employee represents that he has not assigned or transferred, or purported to assign or transfer, any claims or any portion thereof or interest therein to any party prior to the date of the Agreement.

Employee and the Company covenant and agree that they shall not engage in any communications that shall disparage one another or interfere with their existing or prospective business relationships, except as otherwise provided in Section 11 hereof,

As substantial material inducement for the Company to enter into the Agreement, Employee agrees that he shall not seek re-employment as an employee, temporary employee, leased employee or independent contractor with any of the Southern Entities, for a period of two (2) years following the execution of the Agreement. Further, neither the Company nor any of the other Southern Entities shall rehire Employee as an employee, temporary employee, leased employee or independent contractor for a period of two (2) years following Employee’s execution of the Agreement, unless an exceptional business reason exists for rehiring Employee and Southern Company’s senior Human Resources officer and Southern Company Services, Inc.’s Employee Relations Vice President and Associate General Counsel approve such rehiring.

As a material inducement to the Company to enter into the Agreement, and the recognition of the valuable experience, knowledge and proprietary information Employee gained from his employment with the Company, Employee warrants and agrees he will abide by and adhere to the following business protection provisions in this Section 8.

For purposes of this Section 8, the following terms shall have the following meanings:

and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and (B) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. Employee agrees that Trade Secrets include non-public information related to the rate-making process of the Southern Entities and any other information which is defined as a trade secret under applicable law.

property rights. Employee agrees to execute and deliver to the Company any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate, from time to time, to protect the rights granted herein or to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in the Company.

Employee covenants and agrees that during the Restricted Period he will not, either directly or indirectly, alone or in conjunction with any Entity: (i) actively recruit, solicit, attempt to solicit or induce any person who, during the Restricted Period, or within one year prior to the Separation Date, was an exempt employee of the Company or any of its subsidiaries, or was an officer of any of the other Southern Entities to leave or cease such employment for any reason whatsoever; or (ii) hire or engage the services of any such person described in clause (i) in any business substantially similar or competitive with that in which the Southern Entities were engaged during his employment.

Employee and the Company expressly covenant and agree that the scope, territorial, time and other restrictions contained in this entire Agreement constitute the most reasonable and equitable restrictions possible to protect the business interests of the Company given: (A) the business of the Company; (B) the competitive nature of the Company’s industry and (C) that Employee’s skills are such that he could easily find alternative, commensurate employment or consulting work in his field which would not violate any of the provisions of the Agreement.

By no later than the effective date of the Agreement, Employee 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 Employee’s possession or control.

The parties agree that as a result of Employee’s duties and activities during his employment, Employee’s reasonable availability may be necessary for the Company or other Southern Entity to meaningfully respond to or address actual or threatened litigation, or government inquiries or investigations, or required filings with state, federal or foreign agencies (Company Matters). Upon request of the Company, and at any point following Employee’s separation from service, Employee will make himself available to the Company for reasonable periods not inconsistent with his future employment, if any, by other Entities and will cooperate with the Company’s agents and attorneys as reasonably required by such Company Matters. The Company will reimburse Employee for any reasonable out-of-pocket expenses associated with providing such cooperation.

Employee represents and agrees that he will keep the terms, amount and fact of the Agreement confidential and that he will not hereafter disclose any information concerning the Agreement at any time, without the express written consent of the Company, to anyone, including, but not limited to, any past, present, or prospective employee or applicant for employment with the Southern Entities. Notwithstanding the foregoing, nothing in this Section shall prohibit Employee from disclosing or discussing the Agreement with his spouse, attorney, tax advisors or accountants, who must be informed of and agree to be bound by the confidentiality provision set forth in this Section before Employee discloses any information to them about the Agreement. In addition, nothing in the Agreement is intended to prohibit Employee from performing any duty or obligation that shall arise as a matter of law. Specifically, Employee shall continue to be under a duty to truthfully respond to any legal and valid subpoena or other legal process. The Agreement is not intended in any way to proscribe

Employee’s right and ability to provide information to any federal, state or local government in the lawful exercise of such governments’ governmental functions.

Any Severance Payment paid to Employee under the Agreement shall not be considered compensation, as that term is defined in The Southern Company Employee Savings Plan or The Southern Company Pension Plan. Any payment under the Agreement shall not be considered wages, salary or compensation under any other employee benefit plan of the Company or any other Southern Entity.

The Agreement shall be binding upon and inure to the benefit of Employee and his heirs, administrators, representatives, executors, successors and assigns, and shall be binding upon and inure to the benefit of the Company and its officers, directors, employees, agents, shareholders, parent corporation, subsidiaries and affiliates, and their respective predecessors, successors, assigns, heirs, executors and administrators and each of them, and to their heirs, administrators, representatives, executors, successors and assigns. The Agreement shall be construed and interpreted in accordance with the laws of the State of Florida (without giving effect to principles of conflicts of laws); to the extent such laws are not otherwise superseded by the laws of the United States.

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.

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 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 favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of the Agreement and that any party may in its or his sole discretion apply to any court of law or equity of competent jurisdiction for specific performance or injunctive relief in order to enforce or prevent any violations of the provisions of the Agreement.

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. Employee 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 Employee against any Southern Entity, whether predicated upon the Agreement or any other contract, shall not constitute a defense to the enforcement by the Company of said covenants and agreements.

The Agreement shall constitute the full and complete agreement between the parties concerning its subject matter and fully supersedes any and all other prior agreements or understandings between the parties concerning the subject matter hereof. The Agreement may not be modified or amended except by a written instrument signed by both Employee and an authorized representative of the Company.

The Agreement shall not in any way be construed as an admission by the Company or Employee of any improper actions or liability whatsoever as to one another, and each specifically disclaims any liability to or improper actions against the other or any other person, on the part of itself or himself, its or his employees or agents.

All notices required, necessary or desired to be given pursuant to the 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, or by such other manner or carrier that provides a record of delivery, and addressed to the party at the address set forth below:

The parties agree and understand that Employee has had at least twenty-one (21) days to consider the terms of the Agreement. EMPLOYEE AND THE COMPANY AGREE THAT ANY CHANGES WHETHER MATERIAL OR IMMATERIAL, WHICH ARE MADE TO THE COMPANY’S ORIGINAL OFFER OF CONSIDERATION IN EXCHANGE FOR THE AGREEMENT WILL NOT RESTART THE RUNNING OF THE 21-DAY CONSIDERATION PERIOD DESCRIBED IN THE PRECEDING SENTENCE.

The parties agree and understand that Employee may revoke the Agreement within seven (7) days after signing it. The last day upon which the Agreement can be revoked is referred to herein as the Last Revocation Day. Revocation shall be made by delivering a written notice of revocation to the Company as provided in Section 19. The parties agree and understand that if Employee executes and returns the Agreement in accordance with Section 2 and does not revoke the Agreement on or before the Last Revocation Day, the Agreement shall become effective on the day following the Last Revocation Day and Employee shall receive the Severance Payment described in Section 2 of the Agreement.

Notwithstanding any expiration or termination of the Agreement, other than by revocation as provided in Section 21, the provisions of Sections 3, 4, 5, 6, 7, 8, 10, 11, 13, 14, 15, 16, and 18 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 the Agreement.

Employee hereby represents and warrants that:

IN WITNESS WHEREOF, the undersigned have signed and executed the Agreement on the dates set forth below as an expression of their intent to be bound by the foregoing terms of the Agreement.