RETENTION AWARD AGREEMENT

THIS RETENTION AWARD AGREEMENT (Agreement) made and entered into by and between SOUTHERN NUCLEAR OPERATING COMPANY, INC. (Company) and JOSEPH A. MILLER (Employee), shall be effective as of January 1, 2013 (Effective Date).

1.    Award Amounts.     Employee is awarded under this Agreement the number of Cash-Based Awards (CBA) and Restricted Stock Units (RSU) valued at SIX HUNDRED FOURTY FOUR THOUSAND NINE HUNDRED SIX AND 00/100 DOLLARS ($644,906.00) as of the Effective Date. RSUs shall be valued at the closing Common Stock price on the Effective Date or the most recent prior market date. Employee shall become vested in the Awards, provided Employee is actively employed with the Company or an affiliate of the Company on the applicable Vesting Dates set forth below:

The Awards under this Paragraph 1 are awards under the terms of the Omnibus Plan. The deemed dividends associated with the RSUs shall be credited and treated as reinvested in additional RSUs until such Award is paid in accordance with Paragraph 2.

2.    Timing and Form of Payment of Award Amounts.

(a)    Generally. Unless modified by the provisions set forth in Paragraphs 2(b) through 2(f), the vested amount shall be paid in cash (CBAs) or shares of Common Stock (RSUs) to Employee in a lump sum within 30 days following the applicable Vesting Date (Scheduled Payment Date).

    

(b)    Death. If Employee dies while in active service prior to the final Vesting Date, notwithstanding anything to the contrary in the Agreement, Employee shall be treated as fully vested in any unvested Awards set forth in Paragraph 1. The amount(s) vested under this

Paragraph 2(b) shall be paid on the earlier of (i) the Scheduled Payment Date or (ii) within thirty (30) days following the Employee's date of death. Employee shall designate his beneficiary(ies) in the beneficiary designation form set forth in Exhibit 1 to the Agreement.

(c)    Disability. If Employee separates from service on account of becoming totally disabled as defined under the Company's long term disability plan prior to the final Vesting Date, notwithstanding anything to the contrary in the Agreement, Employee shall be treated as fully vested in the unvested Awards set forth in Paragraph 1. The amount(s) vested under this Paragraph 2(c) shall be paid on the earlier of (i) the Scheduled Payment Date or (ii) within 30 days following the date Employee separates from service on account of disability.

    

(d)     Transfer of Employment to a Southern Company Subsidiary or Affiliate. In the event that Employee's employment by the Company is terminated and Employee shall become immediately re-employed by a subsidiary or an affiliate of Southern Company, the Company may assign this Agreement to such subsidiary or affiliate if agreed to by such entity, and such assignee shall become the "Company" for all purposes hereunder. If such subsidiary or affiliate does not agree to accept such assignment, Employee shall be treated as if he remained employed by Southern Nuclear Operating Company, Inc. for any period of time he was employed by an affiliate of the Company.

(f)    Delaying Payment. Notwithstanding the foregoing, if Employee is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, (the “Code”) as of the date of his separation from service, then payment of any amounts under the Agreement payable under Section 2(c) shall be deferred for six (6) months after the date of his separation from service to the extent required by Section 409A of the Code.

3.    Amendment and/or Termination of the Agreement. The Agreement terminates when all amounts have been paid or forfeited. Notwithstanding the preceding sentence, the Employee and the Company may mutually agree to amend or terminate the Agreement prior to the end of the three-year term only by written agreement signed by each party.

4.    Confidentiality. Employee represents and agrees that he will keep all terms and provisions of the Agreement confidential, except for possible disclosures to his legal and financial advisors and his spouse or to the extent required by law, and Employee further agrees that he will not disclose the terms, provisions or information contained in or concerning the Agreement to anyone other than those persons named above, including, but not limited to, any past, present or prospective employee or applicant for employment with the Company or any affiliate of the Company. 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.

5.    Assignability. Neither Employee, his estate, his beneficiaries nor his legal representatives shall have any rights to commute, sell, assign, transfer or otherwise convey the right to receive any payments hereunder, which payments and the rights thereto are expressly

declared to be nonassignable and nontransferable. Any attempt to assign or transfer the right to payments under the Agreement shall be void and have no effect.

6.    Unsecured General Creditor. The Company shall neither reserve nor specifically set aside funds for the payment of its obligations under the Agreement, and such obligations shall be paid solely from the general assets of the Company. Notwithstanding that Employee may be entitled to receive payments under the terms and conditions of the Agreement, the assets from which such amounts may be paid shall at all times be subject to the claims of the Company's creditors.

7.    No Effect on Other Arrangements. It is expressly understood and agreed that any payments made in accordance with the Agreement are in addition to any other benefits or compensation to which Employee may be entitled or for which he may be eligible, whether funded or unfunded, by reason of his employment with the Company.

8.     Tax Withholding and Implications. There shall be deducted from the amounts paid under Paragraph 2 the amount of any tax required by any governmental authority to be withheld and paid over by the Company to such governmental authority for the account of Employee. For amounts paid in shares of Common Stock, there shall be deducted from the Vested Awards the number of shares of Common Stock necessary to cover the amount of tax required to be withheld from the Employee. The Company makes no representations or guarantees regarding the tax implications of the Agreement and advises Employee to consult with his attorney and/or tax adviser regarding the tax implications of the Agreement.

9.    Compensation. Any compensation paid to Employee pursuant to the Agreement shall not be considered "compensation" as the term is defined in The Southern Company Employee Savings Plan, or "earnings" that is defined in The Southern Company Pension Plan. Payments to Employee shall not be considered wages, salary or compensation under any other Company-sponsored employee benefit or compensation plan or program, unless the explicit terms of such plan or program provide otherwise.

10.    No Guarantee of Employment. No provision of the Agreement shall be construed to affect in any manner the existing rights of the Company to suspend, terminate, alter or modify, whether or not for cause, the Employee's employment relationship with the Company.

11.    Governing Law. The Agreement, and all rights under it, shall be governed by and construed in accordance with the laws of the State of Alabama, without giving effect to principles of conflicts of laws.

IN WITNESS WHEREOF, the Agreement has been executed by the parties first listed above, this 7th day of November 2012.

In the event that all or some beneficiaries designated above are not living at the time payment should be made, I designate the following contingent beneficiaries to be paid such amounts: