DEFERRED COMPENSATION PLAN FOR
OUTSIDE DIRECTORS OF THE SOUTHERN COMPANY
Amended and Restated Effective January 1, 2008
Purpose and Adoption of Plan
The Southern Company previously established the Deferred Compensation Plan for Directors of The Southern
Company. The Plan was last amended and restated effective July 15, 2002. The Plan has been amended from
time to time including this good faith amendment and restatement effective January 1, 2008 to comply with Code
Section 409A. Except as otherwise provided herein and consistent with Sections 1.2 and 1.3, the terms of the
Plan as in effect prior to the effective date of this Plan shall continue to be applicable to deferrals made pursuant
to the Plan prior to January 1, 2008.
1.2 Pre-2005 Deferrals
Compensation paid to Directors and deferred under the Plan prior to January 1, 2005 shall be treated by
Southern as not subject to Section 409A of the Code and therefore "grandfathered." The Account balance (plus
earnings thereon) of the "grandfathered" deferrals shall only be subject to the provisions of the Plan in effect prior
to January 1, 2005. In accordance with transition rules under Section 409A of the Code, Internal Revenue
Service Notice 2005-1, and any other applicable guidance from the Department of Treasury, the provisions of
the prior Plan are only intended to preserve the rights and features of the "grandfathered" deferrals and are,
therefore, not intended to be "materially modified" with respect to any aspect of such rights and features.
Provisions of the prior Plan should be so construed whenever necessary or appropriate.
1.3 409A Good Faith Period
For the period from January 1, 2005 to December 31, 2008, the Plan shall be administered in good faith
compliance with Section 409A of the Code. At a time and in a manner determined by the Committee, Directors
shall make timely elections to conform to the Plan's terms effective on and after January 1, 2008.
Such elections shall be made