x10-1.htm


    


      
        	
                 
      

              	
                Exhibit
      10.1

              


      

       

      


       

      


       

      
        	
                 
      

              	
                SOUTHERN
      COMPANY

              


      

       

      
        	
                 
      

              	
                OMNIBUS
      INCENTIVE COMPENSATION PLAN

              


      

       

      
        	
                 
      

              	
                FORM
      OF TERMS

              


      

       

      
        	
                 
      

              	
                PERFORMANCE SHARE
      AWARD  

              


      

       

      


      
        A
Performance Share Award is subject to the following terms and
conditions:

      

       

       

      
        	
                 1.

              	
                Award:  A
      target number of units (which are referred to as “Performance Shares” or
      “Performance Share Awards”) are awarded by the Compensation and Management
      Succession Committee (the “Committee”) of The Southern Company (the
      “Company”) board of directors which provides an opportunity to earn over a
      Performance Period of three years if certain performance goal measures are
      met.  Performance Share Awards are  governed by the
      2006 Southern Company Omnibus Incentive Compensation Plan, as amended from
      time to time (the
“Plan”).  

              


      

       

      
        	
                 2.

              	
                Terms and
      Conditions:  The Performance Share Program Design Details
      (the “Design Details”), an administrative document adopted by the
      Committee which is set forth at https://hrdirect.southernco.com, contains
      additional provisions that apply to Performance Share
      Awards.  Additionally, Performance Share Awards are subject to
      all of the terms and conditions set forth in the Plan and any other
      administrative documents adopted by the Committee.  If there is
      any inconsistency between the key terms here in and the terms of the Plan
      or any administrative document adopted by the Committee, the Plan’s terms
      and the administrative document’s terms will supersede and replace the
      conflicting terms of these Key
Terms.

              


      

       

      
        	
                 3.

              	
                Number of Target Performance
      Shares:  A target number of Performance Shares awarded to
      a participant shall be determined by the Committee.  At the end
      of the Performance Period, participants shall receive Southern Company
      common stock up to 200% of the target Performance Shares or as little as
      no Performance Shares, depending upon actual performance compared to the
      performance goal measures established by the Committee.
  

              


      

       

      
        	
                 4.

              	
                Performance
      Period:  The period during which the performance goal
      measures apply (the “Performance Period”) shall be determined by the
      Committee at the time awards are made to
  participants.

              


      

       

      
        	
                 5.

              	
                Performance Goal
      Measures:  The performance goal measures will be
      established by the Committee early in the first year of the Performance
      Period.   Performance is based on total shareholder return
      (“TSR”) and is measured against a group of industry peers for the
      Performance Period.  The Committee determines the extent to
      which the performance goal measures have been met and certifies the
      results after the end of the Performance
Period.

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      Once TSR
is calculated and compared to the TSR of the industry peers, the scale below
determines the percent of target that is paid.  Payout for performance between
points is interpolated on a straight-line basis.  200% is the maximum
payout percentage.

      


      
        	
                Southern
      Company’s Percentile Ranking in 3-Year TSR vs. Peers

              	
                Percent
      of Target Earned 

              
	
                90th
      or above

              	
                200%

              
	
                70th

              	
                150%

              
	
                50th

              	
                100%

              
	
                30th

              	
                50th

              
	
                10th
      or below

              	
                0%

              


      

       

      
        	
                 6.

              	
                Vesting:  Performance
      Shares do notvest until the last day of the Performance
      Period.   A participant must be employed on the vesting
      date  to receive any payment (except in cases of death or
      retirement in which case the participant’s award will be prorated based on
      the months of actual employment during the performance period- see the
      Design Details for additional information).  Termination for
      cause (as defined and determined by the Committee) creates an exception to
      the vesting rule.  Such a termination for cause results in the
      immediate forfeiture of any unpaid Performance Shares, even if
      vested.

              


      

       

      
        	
                 7. 

              	
                Form and Timing of
      Payout: Performance Share Awards will be paid in unrestricted
      common stock of the Company (“Common Stock”) on or about March 1 following
      the end of the Performance Period (but in no event later than March 15
      immediately following the end of the Performance Period).  The
      value of the shares transferred to a participant for purposes of tax
      calculations will be determined based on the market price at that
      time.  If the payout date is on a day the NYSE is closed, then
      the market price on the next following business day will be
      used.  The Performance Share Award payout is subject to
      withholding taxes and thus the actual number of shares of Common Stock a
      participant may receive will be reduced by the number of shares Common
      Stock reflecting the amount of withholding
  taxes.

              


      

       

      
        	
                 8.

              	
                Transferability and Share
      Ownership:  Performance Shares are not transferable in
      any manner.  Performance Shares have no voting rights and no
      dividends are paid on them.  A participant is not considered to
      own any shares of Common Stock based on the Performance Share Award until
      after performance is measured after the end of the Performance Period and
      the Performance Shares are converted into shares of Common Stock and
      issued to a participant. .

              


      

       
2