~~PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES~~Proxy Statement Pursuant to Section 14(A) of the

(4)	Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

o	Fee paid previously with preliminary materials.

o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

Notice of

Annual Meeting

~~2007~~2008

&Proxy Statement

PROXY STATEMENT

Contents


Letter to Stockholders

Notice of Annual Meeting of Stockholders — May ~~23, 2007~~28, 2008

Proxy Statement			1

	General Information			1

	Giving Voting Instructions			1

	Revocation of Proxies			1

	Electronic Delivery of Proxy Materials and Annual Report			1

	Householding Information			2

	Stockholder Proposals for the ~~2008~~2009 Proxy Materials			2

	Cost of Proxy Solicitation			2

Corporate Governance			3

	Company Organization			3

Corporate Governance website			3

Director Independence			3

	Communicating with the Board			4

	Director Compensation			4

	~~Director Deferred Compensation Plan~~			5

	Director Compensation Table			6

	Director Stock Ownership Guidelines			6

	Meetings of Non-Employee Directors			67

	Committees of the Board			7

		Committee Charters		7

		Audit		7

		Compensation and Management Succession		7

		Finance		8

		Governance		8

			Nominees for Election to the Board	89

		~~Nuclear~~Nuclear/Operations		9

	Director Attendance			9

Stock Ownership Table			10

Matters to be Voted Upon			11

	Item No. 1 — Election of Directors			11

	Item No. 2 — Ratification of Appointment of Independent Registered Public Accounting Firm			1415

	Item No. 3 — Amendment of By-laws			15

Item No. 4 — Amendment of Certificate of Incorporation			16

Item No. 5 — Stockholder Proposal on Environmental Report			1417

Audit Committee Report			1619

Executive Compensation			1821

	Compensation Discussion and Analysis			1821

	Compensation and Management Succession Committee Report			3034

	Summary Compensation Table			30

	~~Grants of Plan-Based Awards Made in 2006~~			34

	~~Outstanding Equity~~Grants of Plan-Based Awards ~~at 2006 Fiscal Year-End~~Table			3639

Outstanding Equity Awards Table			41

Option Exercises and Stock Vested ~~in Fiscal 2006~~Table			3742

	Pension Benefits Table			3742

	Nonqualified Deferred Compensation ~~as of 2006 Fiscal Year-End~~Table			4045

	Potential Payments ~~Upon~~upon Termination or Change in Control			4146

Other Information			4953

	Section 16(a) Beneficial Ownership Reporting Compliance			4953

	Certain Relationships and Related Transactions			4953

Appendix A — Proposed Amendment of By-laws			i

Appendix B — Policy on Engagement of the Independent Auditor ~~for~~For Audit and Non-Audit Services			ii

Letter to Stockholders

David M. Ratcliffe

Chairman, President and

Chief Executive Officer

Dear Fellow Stockholder:

You are invited to attend the 2008 Annual Meeting of Stockholders at 10:00 a.m., ET, on Wednesday, May 28, 2008 at The Lodge Conference Center at Callaway, Gardens, Pine Mountain, Georgia.

At the meeting, I will report on our business and our plans for the future. Also, we will elect our Board of Directors and vote on the other matters set forth in the accompanying Notice.

Your vote is important. Please review the proxy material and vote your proxy as soon as possible.

We look forward to seeing you on May 28th.

David M. Ratcliffe


	~~David M. Ratcliffe~~
	~~Chairman, President and~~
	~~Chief Executive Officer~~


	~~Dear Fellow Stockholder:~~

	~~You are invited to attend the 2007 Annual Meeting of Stockholders at 10:00 a.m., ET, on Wednesday, May 23, 2007 at The Lodge Conference Center at Callaway Gardens, Pine Mountain, Georgia.~~

	~~At the meeting, I will report on our business and our plans for the future. Also, we will elect our Board of Directors and vote on the other matters set forth in the accompanying Notice.~~

	~~Your vote is important. Please review the proxy material and return your proxy form as soon as possible.~~

	~~We look forward to seeing you on May 23rd.~~



	~~David M. Ratcliffe~~

Notice of Annual Meeting of Stockholders — May ~~23, 2007~~28, 2008

TIME ~~and~~AND DATE

10:00 a.m., ET, on Wednesday, May ~~23, 2007~~28, 2008

PLACE

The Lodge Conference Center at Callaway Gardens

Highway 18

Pine Mountain, Georgia 31822

DIRECTIONS

From Atlanta, Georgia — take I-85 south to I-185 (Exit 21). From I-185 south, take Exit 34, Georgia Highway 18. Take Georgia Highway 18 east to Callaway.

From Birmingham, Alabama — take U.S. Highway 280 east to Opelika. Take I-85 north to Georgia Highway 18 (Exit 2). Take Georgia Highway 18 east to Callaway.

ITEMS OF BUSINESS

(1) Elect 12 members of the Board of Directors;

~~ITEMS~~(2) Ratify appointment of ~~BUSINESS~~independent registered public accounting firm;

(3) Consider and vote on an amendment to the By-laws of the Company;

(4) Consider and vote on an amendment to the Company’s Certificate of Incorporation;


~~(1)~~	~~Elect 10 members of the Board of Directors;~~
~~(2)~~	~~Ratify appointment of independent registered public accounting firm;~~
~~(3)~~(5)	Consider and vote on a stockholder proposal if presented at the meeting as described in Item No. 35 of the Proxy Statement; and
~~(4)~~	~~Transact other business properly coming before the meeting or any adjournments thereof.~~

(6) Transact other business properly coming before the meeting or any adjournments thereof.

RECORD DATE

Stockholders of record at the close of business on March ~~26, 2007~~31, 2008 are entitled to attend and vote at the meeting.

ANNUAL REPORT toTO STOCKHOLDERS

The Southern Company Annual Report to Stockholders for ~~2006~~2007 (“Annual Report”) is enclosed but is not a part of this ~~mailing.~~mailing or has been provided separately.

VOTING

Even if you plan to attend the meeting in person, please provide your voting instructions in one of the following ways as soon as possible:

(1) Internet — use the Internet address on the proxy form

(2) Telephone — use the toll-free number on the proxy form

(3) Mail — mark, sign and date the proxy form and return it in the enclosed postage-paid envelope

By Order of the Board of Directors, G. Edison Holland, Jr., Corporate Secretary, April ~~11, 2007~~14, 2008

Proxy Statement

~~Proxy Statement~~General Information

~~General Information~~


Q:		How do I give voting instructions?

A:		You may attend the meeting and give instructions in person or give instructions by the Internet, by telephone or by mail. Information for giving instructions is on the proxy form. The Proxies, named on the enclosed proxy form, will vote all properly executed proxies that are delivered pursuant to this solicitation and not subsequently revoked in accordance with the instructions given by you.


Q:		Can I change my vote?

A:		Yes, you may revoke your proxy by submitting a subsequent proxy or by written request received by the Company’s corporate secretary before the meeting.

Q:		Who can vote?


A:		All stockholders of record on the record date of March ~~26, 2007.~~31, 2008. On that date, there were ~~751,605,276~~767,624,255 shares of Southern Company common stock (“Common Stock”) outstanding and entitled to vote.


Q:		How much does each share count?

A:		Each share counts as one vote, except votes for Directors may be cumulative. Abstentions that are marked on the proxy form are included for the purpose of determining a quorum, but shares that a broker fails to vote are not counted toward a quorum. Neither is counted for or against the matters being considered.

Q:		What does it mean if I get more than one proxy form?

A:		You will receive a proxy form for each account that you have. Please vote proxies for all accounts to ensure that all your shares are voted. If you wish to consolidate multiple registered accounts, please contact Stockholder Services at(800) 554-7626.

Q:		Can the Company’s Proxy Statement and Annual Report be accessed from the Internet?

A:		Yes. You can access the Company’s website at www.southerncompany.com to view these documents.


Q:		Does the Company offer electronic delivery of proxy materials?

A:		Yes. Most stockholders can elect to receive ane-mail that will provide electronic links to the Annual Report and Proxy Statement. Opting to receive your proxy materials on-line will save us the cost of producing and mailing documents and also will give you an electronic link to the proxy voting site.


		You may sign up for electronic delivery when you vote your proxy via the Internet or:

		n Go to our investor web site at http://investor.southerncompany.com/;

		n Click on the word “Enroll” for Electronic Delivery of Proxy Materials; and

		n Follow the directions provided to complete your enrollment.


		Once you enroll for electronic delivery, you will receive proxy materials electronically as long as your account remains active or until you cancel your enrollment. If you consent to electronic access, you will be responsible for your usual Internet-related charges (e.g., on-line fees and telephone charges) in connection with electronic viewing and printing of proxy materials and annual reports. The Company will continue to distribute printed materials to stockholders who do not consent to access these materials electronically.


Q:		What is “householding”?

A:		Certain beneficial owners of the Company’s common stock, sharing a single address, may receive only one copy of the Proxy Statement and Annual Report unless the broker, bank or nominee has received contrary instructions from any beneficial owner at that address. This practice — known as householding — is designed to reduce printing and mailing costs. If a beneficial owner does not wish to participate in householding, he or she may contact Stockholder Services at(800) 554-7626 or at 30 Ivan Allen Jr. Boulevard NW, Atlanta, Georgia 30308 and ask to receive a Proxy Statement or Annual Report. As noted earlier, beneficial owners may view the Proxy Statement and Annual Report on the Internet.


Q:		When are stockholder proposals due for the ~~2008~~2009 Annual Meeting of Stockholders?

A:		The deadline for the receipt of stockholder proposals to be considered for inclusion in the Company’s proxy materials for the ~~2008~~2009 Annual Meeting of Stockholders is December 15, ~~2007.~~2008. Proposals must be submitted in writing to Patricia L. Roberts, Assistant Corporate Secretary, Southern Company, 30 Ivan Allen Jr. Boulevard NW, Atlanta, Georgia 30308. Additionally, the proxy solicited by the Board of Directors for next year’s meeting will confer discretionary authority to vote on any stockholder proposal presented at that meeting that is not included in the Company’s proxy materials unless the Company is provided written notice of such proposal no later than February 28, ~~2008.~~2009.


Q:		Who pays the expense of soliciting proxies?

A:		The Company pays the cost of soliciting proxies. The officers or other employees of the Company or its subsidiaries may solicit proxies to have a larger representation at the meeting. The Company has retained ~~Georgeson Shareholder~~Laurel Hill Advisory Group to assist with the solicitation of proxies for a fee not to exceed $10,000, plus reimbursement of~~out-of-pocket~~ out-of-pocket expenses.

The Company’s ~~2006~~2007 Annual Report to the Securities and Exchange Commission (the “SEC”) onForm 10-K will be provided without charge upon written request to Patricia L. Roberts, Assistant Corporate Secretary, Southern Company, 30 Ivan Allen Jr. Boulevard NW, Atlanta, Georgia 30308.

Important notice regarding the availability of proxy materials for the Annual Meeting of Stockholders to be held on May 28, 2008:

This Proxy Statement and the Annual Report are also available at http://investor.southerncompany.com/proxy.cfm and http://investor.southerncompany.com/annuals.cfm, respectively.

Corporate Governance

COMPANY ORGANIZATION

Southern Company is a holding company managed by a core group of officers and governed by a Board of Directors that is currently comprised of 1112 members.

The nominees for election as Directors consist of ~~nine~~eleven non-employees and one executive officer of the Company.

The Board of Directors has adopted and operates under a set of Corporate Governance Guidelines which are available on the Company’s website at www.southerncompany.com under Investors/Corporate Governance.

CORPORATE GOVERNANCE WEBSITE

In addition to the Corporate Governance Guidelines, other information relating to corporate governance of the Company is available on the Company’s Corporate Governance webpage at www.southerncompany.com under Investors/Corporate Governance or directly at http://investor.southerncompany.com/governance.cfm, including:


n		Code of Ethics

n		Political Contributions Policy and Report


n		~~By-Laws~~By-laws of the Company


n		Executive Stock Ownership Guidelines

n		Board Committee Charters

n		Board of Directors — Background and Experience

n		Management Council — Background and Experience

n		~~Securities and Exchange Commission~~SEC filings

n		Composition of Board Committees

n		Link for online communication with Board of Directors

The Corporate Governance documents also may be obtained by requesting a copy from Patricia L. Roberts, Assistant Corporate Secretary, Southern Company, 30 Ivan Allen Jr. Boulevard NW, Atlanta, Georgia 30308.

DIRECTOR INDEPENDENCE

No Director will be deemed to be independent unless the Board of Directors affirmatively determines that the Director has no material relationship with the Company, directly, or as an officer, shareowner or partner of an organization that has a relationship with the Company. The Board of Directors has adopted categorical guidelines which provide that a Director will not be deemed to be independent if within the preceding three years:


n		The Director was employed by the Company or whose immediate family member was an executive officer of the Company.


n		The Director received, or whose immediate family member received, during any 12 month period direct compensation from the Company of more than $100,000, other than director and committee fees. (Compensation received by an immediate family member for services as a ~~non- executive~~non-executive employee of the Company need not be considered.)


n		The Director was affiliated with or employed by, or whose immediate family member was affiliated or employed in a professional capacity by, a present or former external auditor of the Company.

n		The Director was employed, or whose immediate family member was employed, as an executive officer of a company where any member of the Company’s present executives serve on that company’s compensation committee.


n		A company for which the Director currently serves as an executive officer or an employee or whose immediate family member currently serves as an executive officer that makes payments to or receives payments from the Company for property or services in an amount which in any single fiscal year exceeds the greater of $1,000,000 or two percent of that company’s consolidated gross revenues.

Additionally, a Director will be deemed not to be independent if the Director or the Director’s spouse serves as an executive officer of a charitable organization to which the Company made discretionary contributions exceeding the greater of $1,000,000 or two percent of the organization’s total annual charitable receipts.

In determining independence, the Board reviews and considers all commercial, consulting, legal, accounting, charitable or other business relationships that a Director or the Director’s immediate family members have with the Company. This review specifically included all ordinary course transactions with entities with which the Directors are associated. In particular, the Board reviewed transactions between subsidiaries of the Company and The Home Depot, Inc. and Vulcan Materials Company. Messrs. Francis S. Blake and Donald M. James are the chief executive officers of The Home Depot, Inc. and Vulcan Materials Company, respectively. Throughout ~~2006,~~2007, the subsidiaries purchased goods and services in the amount of ~~$812,959~~$524,669 from The Home Depot, Inc. and ~~$476,302~~$452,920 from Vulcan Materials Company. These amounts represented ~~over 5,000~~numerous individual purchases from The Home Depot, Inc. and several individual transactions with Vulcan Materials Company. The Board determined that its subsidiaries followed the Company procurement policies and procedures, that the amounts were well under the thresholds under the Director independence requirements and that neither Mr. Blake nor Mr. James had a direct or indirect material interest in the transactions.

While no Director or immediate family member serves in an executive capacity for a charitable organization, the Board reviewed all contributions made by the Company and its subsidiaries to charitable organizations with which the Directors are associated. The Board determined that the contributions were consistent with similar contributions and none were approved outside the Company’s normal procedures.

As a result of its annual review of Director independence, the Board affirmatively determined that none of the following persons who are currently serving as a Director or are nominees for election as Directors has a material relationship with the Company and, as a result, such persons are determined to be independent: Juanita Powell Baranco, Dorrit J. Bern, Francis S. Blake, Jon A. Boscia, Thomas F. Chapman, H. William Habermeyer, Jr., Warren A. Hood, Jr., Donald M. James, ~~Zack T. Pate,~~ J. Neal Purcell, William G. Smith, Jr. and Gerald J. St. Pé. David M. Ratcliffe, a current Director, is Chairman of the Board, President and Chief Executive Officer of the Company. Also, ~~Daniel P. Amos and Bruce S. Gordon~~Zack T. Pate who served as ~~Directors~~a Director during ~~2006~~2007 until ~~their resignation~~his retirement date of ~~February 21, 2006, were~~May 23, 2007, was determined not to have a material relationship with the Company and to be independent.

COMMUNICATING WITH THE BOARD

Communications may be sent to the Company’s Board or to specified Directors by regular mail or electronic mail. Regular mail should be sent to the attention of Patricia L. Roberts, Assistant Corporate Secretary, Southern Company, 30 Ivan Allen Jr. Boulevard NW, Atlanta, Georgia 30308. The electronic mail address is CORPGOV@southerncompany.com. The electronic mail address also can be accessed from the Corporate Governance webpage located under ~~Investors~~“Investors” on the Southern Company website at www.southerncompany.com, under the link entitled ~~Governance~~“Governance Inquiries.” With the exception of commercial solicitations, all stockholder communications directed to the Board or to specified Directors will be relayed to them.

DIRECTOR COMPENSATION

Only non-employee Directors are compensated for Board service. ~~The~~

During 2007 the pay components ~~are:~~were:


		Annual retainers:

n		$70,000 of which $30,000 iswas deferred in ~~shares of Company common stock~~Common Stock until Board membership ends ~~(1)~~

n		$10,000 if serving as chair of a standing Board committee with the exception that the chair of the Audit Committee ~~receives~~received $25,000


		Equity grants:


n		1,000 additional shares of ~~Company common stock~~Common Stock in quarterly grants of 250 shares, ~~are~~ deferred until Board membership ends


		Meeting fees:

n		$2,500 for participation in a meeting of the Board

n		$2,000 for participation in a meeting of a committee of the Board other than a meeting of the Audit Committee

n		$4,000 for attendance in person at a meeting of the Audit Committee

n		$2,000 for participation by telephone in a meeting of the Audit Committee


n		$2,000 for each day of a visit to a plant or office of the Company and for any other business meeting at which the Director ~~participates~~participated as a representative of the Company

~~(1)~~

Effective January 1, 2008, the director compensation program was amended with pay components being as ~~of November 1, 2006. Prior~~follows:


		Annual retainers:

n		$85,000 cash retainer

n		$12,500 if serving as a chair of a committee of the Board


n		$12,500 if serving as the Presiding Director of the Board


		Equity grant:

n		$90,000 in deferred Common Stock units until Board membership ends

		Meeting fees:

n		Meeting fees are not paid for participation in the initial eight meetings of the Board in a calendar year. If more than eight meetings of the Board are held in a calendar year, $2,500 will be paid for participation in each meeting of the Board beginning with the ninth meeting.

n		Meeting fees are no longer paid for participation in a meeting of a committee of the Board.

DIRECTOR DEFERRED COMPENSATION PLAN

The $90,000 equity grant is required to ~~November 1, 2006, $40,000 if first elected as a Director before 1997, of which $10,000 was~~be deferred in shares of ~~Company common stock; or $49,000 if first elected as a Director in 1997 or later, of which $19,000 was deferred in shares of Company common stock.~~

~~DIRECTOR DEFERRED COMPENSATION PLAN~~

~~All quarterly equity grants and $30,000 of the annual retainer are required to be deferred in~~Common Stock under the Deferred Compensation Plan for Directors of The Southern Company (the “Director Deferred Compensation Plan”) and ~~are~~ invested in ~~Company common stock~~Common Stock units which earn dividends as if invested in ~~Company common stock.~~Common Stock. Earnings are reinvested in additional stock units. Upon leaving the Board, distributions are made in ~~shares of Company common stock.~~Common Stock.

In addition, Directors may elect to defer up to 100% of their remaining compensation in the Director Deferred Compensation Plan until membership on the Board ends. Such deferred compensation may be invested as follows, at the Director’s election:


•		in ~~Company common stock~~Common Stock units which earn dividends as if invested in ~~Company common stock~~Common Stock and are distributed in shares of ~~Company common stock~~Common Stock upon leaving the Board

•		~~in Company common stock units which earn dividends as if invested in Company common stock and are distributed in cash upon leaving the Board~~

•		inat prime interest which is paid in cash upon leaving the Board

All investments and earnings in the Director Deferred Compensation Plan are fully vested and at the election of the Director, may be distributed in a lump-sum payment or in up to 10 annual distributions after leaving the Board. The Company has established a grantor trust that primarily holds ~~Company common stock~~Common Stock that funds the ~~Company common stock~~Common Stock units that are distributed in ~~shares of Company common stock.~~Common Stock. Directors have voting rights in the shares held in the trust attributable to these units.

DIRECTOR COMPENSATION TABLE

The following table reports all compensation to the Company’s non-employee Directors during ~~2006,~~2007, including amounts deferred in the Director Deferred Compensation Plan. Non-employee Directors do not receive Option Awards or ~~Non-Equity~~Non- Equity Incentive Plan ~~Compensation,~~compensation, and there is no pension plan for non-employee Directors.

Change in
Pension Value
Fees and
Earned Non-Equity Nonqualified
or Paid Stock Option Incentive Plan Deferred All Other
in Cash Awards Awards Compensation Compensation Compensation
Name ($)(1) ($)(2)(3) ($) ($) Earnings ($) ($)(4) Total ($)

Daniel P. Amos(5)
13,500 7,919 — — — — 21,419

Juanita Powell Baranco(6)(7)
84,366 51,533 — — — 52 135,951

Dorrit J. Bern
100,666 54,869 — — — — 155,535

Francis S. Blake
100,166 54,869 — — — — 155,035

Thomas F. Chapman
100,999 54,869 — — — — 155,868

Bruce S. Gordon(5)
20,834 6,419 — — — — 27,253

Donald M. James
98,166 54,869 — — — 220 153,255

Zack T. Pate
124,666 54,869 — — — — 179,535

J. Neal Purcell
135,666 54,869 — — — — 190,535

William G. Smith, Jr.(6)
82,666 48,982 — — — 282 131,930

Gerald J. St. Pé
105,666 47,369 — — — 865 153,900


									Change in
									Pension Value
	Fees								and
	Earned						Non-Equity		Nonqualified
	or Paid		Stock		Option		Incentive Plan		Deferred		All Other
	in Cash		Awards		Awards		Compensation		Compensation		Compensation
Name	($)(1)		($)(2)(3)		($)		($)		Earnings ($)		($)(4)		Total ($)

Juanita Powell Baranco		92,500		66,643		—		—		—		—		159,143

Dorrit J. Bern		106,500		66,643		—		—		—		—		173,143

Francis S. Blake		81,000		66,643		—		—		—		—		147,643

Jon A. Boscia(5)		—		—		—		—		—		—		—

Thomas F. Chapman		108,500		66,643		—		—		—		—		175,143

H. William Habermeyer, Jr.(6)		71,666		55,559		—		—		—		—		127,225

Warren A. Hood, Jr.(7)		19,800		—		—		—		—		391		20,191

Donald M. James		93,500		66,643		—		—		—		—		160,143

Zack T. Pate(8)		76,334		14,889		—		—		—		8,061		99,284

J. Neal Purcell		117,500		66,643		—		—		—		—		184,143

William G. Smith, Jr.		96,500		66,643		—		—		—		—		163,143

Gerald J. St. Pé		108,500		66,643		—		—		—		114		175,257


(1)		Includes amounts voluntarily deferred in the Director Deferred Compensation Plan.

(2)		Includes fair market value of equity grants on grant dates and retainer compensation required to be deferred in the Director Deferred Compensation Plan. All such stock awards are vested immediately upon grant.

(3)		The aggregate number of ~~Company common stock~~Common Stock units held at year-end in the Director Deferred Compensation Plan for each person ~~except Messrs. Amos and Gordon~~ is provided in the Stock Ownership Table under the column Deferred Stock Units. ~~At year-end, Mr. Gordon held 2,797 common stock units and Mr. Amos held no common stock units in the Director Deferred Compensation Plan.~~

(4)		Consists of ~~“gross-ups”~~tax“gross-ups” for an award given to Dr. Pate upon his retirement from the Board and reimbursement for taxes onassociated with spousal air ~~travel and gifts.~~travel.

(5)	~~Messrs. Amos and Gordon resigned as Directors~~	Mr. Boscia was elected a Director of the Company effective ~~February 21, 2006.~~December 7, 2007. No compensation was paid to Mr. Boscia during 2007.

(6)	~~Ms. Baranco and~~	Mr. ~~Smith were first~~Habermeyer was elected ~~Directors~~a Director of the Company effective ~~February 23, 2006.~~March 1, 2007.

(7)	~~Ms. Baranco’s~~	Mr. Hood was elected a Director of the Company effective December 7, 2007. Mr. Hood’s compensation includes compensation earned in ~~2006~~2007 as a Director of ~~Georgia~~Mississippi Power Company, a wholly-owned subsidiary of the Company. Mr. Hood resigned as a Director of Mississippi Power Company ~~as well as compensation earned~~effective December 6, 2007.

(8)		Dr. Pate retired as a Director of the ~~Company. Ms. Baranco resigned as a Director of Georgia Power~~ Company ~~effective February 21, 2006.~~on May 23, 2007.

DIRECTOR STOCK OWNERSHIP GUIDELINES

Under the Company’s Corporate Governance Guidelines, non-employee Directors are required to beneficially own, within five years of their initial election to the Board, ~~Company common stock~~Common Stock equal to at least four times the annual Director retainer fee.

MEETINGS OF NON-EMPLOYEE DIRECTORS

Non-employee Directors meet in executive session with no member of management present ~~following~~on each regularly-scheduled Board ~~meeting.~~meeting date. There is a ~~presiding~~Presiding Director at each of these executive sessions. Dr. Zack T. Pate ~~chair of the Nuclear Committee,~~ served as ~~presiding~~Presiding Director ~~during the past two years and will continue to serve~~from May 25, 2005 until ~~the Annual~~

~~Meeting of Stockholders~~his retirement on May 23, 2007. Mr. Thomas F. Chapman ~~will become~~became the ~~presiding~~Presiding Director on May 23, 2007 to serve a two-year term or until a successor is named by the non-employee Directors.

COMMITTEES OF THE BOARD


		Committee Charters

Charters for each of the five standing committees can be found at the Company’s website — www.southerncompany.com under Investors/Corporate Governance.


		Audit Committee:

n		Members are Mr. ~~Purcell, Chair,~~Smith,(Chair), Ms. ~~Baranco,~~Bern, Mr. Blake and ~~Dr. Pate(1)~~Mr. Hood(1)


n		Met 10 times in ~~2006~~2007


n		Oversees the Company’s financial reporting, audit processes, internal controls and legal, regulatory and ethical compliance; appoints the Company’s independent registered public accounting firm, approves its services and fees and establishes and reviews the scope and timing of its audits; reviews and discusses the Company’s financial statements with management and the independent registered public accounting firm, including critical accounting policies and practices, material alternative financial treatments within generally accepted accounting principles, proposed adjustments, control recommendations, significant management judgments and accounting estimates, new accounting policies, changes in accounting principles, any disagreements with management and other material written communications between the internal auditorsand/or the independent registered public accounting firm and management; and recommends the filing of the Company’s annual financial statements with the SEC.

The Board has determined that the members of the Audit Committee are independent as defined by the New York Stock Exchange corporate governance rules within its listing standards and rules of the SEC promulgated pursuant to the Sarbanes-Oxley Act of 2002. The Board has determined that Mr. ~~Purcell~~Smith qualifies as an “audit committee financial expert” as defined by the SEC.


~~(1)~~	~~Dr. Pate will retire from the Board on his normal retirement date, May 23, 2007.~~

(1) During 2007 and until January 21, 2008, Mr. Purcell served as Chair of the Committee and Ms. Baranco served as a member of the Committee. Dr. Pate served as a member of the Committee until his retirement from the Board on May 23, 2007. Mr. Smith was appointed Chair and Ms. Bern and Mr. Hood were appointed as members of the committee on January 21, 2008. The Board had determined that Mr. Purcell qualified as an audit committee financial expert.


		Compensation and Management Succession Committee:

n		Members are Mr. ~~St. Pé~~Purcell,(Chair), ~~Chair,~~ Mr. ~~Chapman,~~Boscia, Mr. ~~James~~Habermeyer and Mr. ~~Smith~~James(1)

n		Met ~~nine~~eight times in ~~2006~~2007

n		Evaluates performance of executive officers and establishes their compensation, administers executive compensation plans and reviews management succession plans. Annually reviews a tally sheet of all components of the Chief Executive Officer’s compensation and takes actions required of it under the Pension Plan for Employees of the Company.

The Board has determined that each member of the Compensation and Management Succession Committee is independent.

(1) During 2007 and until January 21, 2008, Mr. St. Pé served as Chair of the Committee and Mr. Chapman served as a member of the Committee. Mr. Purcell was appointed Chair and Messrs. Boscia and Habermeyer were appointed members of the Committee on January 21, 2008. Mr. Smith served as a member of the Committee in 2007 until his appointment to the Audit Committee on May 23, 2007.


		~~Governance~~

Governance

The Committee focuses on good governance practices in its operation. In late ~~2005 and during~~ 2006 through 2007, this included:


•	Considering compensation for the named executive officers in the context of all of the components of total compensation.

•	Considering annual adjustments to pay over the course of two meetings and requiring more than one meeting to make other important decisions.

•	Receiving meeting materials several days in advance of meetings.

•	Having regular executive sessions of Committee members only.

•	Having direct access to an outside compensation ~~consultant.~~consultants.


•	Conducting a performance/payout analysis versus peer companies for the ~~short-term~~annual incentive ~~plan~~program to provide a check on the Company’s goal-setting process.

Role of Executive Officers

The Chief Executive Officer, with input from the Human Resources staff, recommends to the Committee base salary, target bonus levels, actual bonus payouts and long-term incentive grants for Company officers. The Committee considers, discusses, modifies as appropriate and takes action on such proposals.

Role of Compensation Consultants

In ~~2006,~~2007, the Committee directly retained Hewitt Associates (“Hewitt”) as its outside compensation consultant. The Committee informed Hewitt in writing that it expected Hewitt to advise it if and when there were elements of management proposals to the Committee that Hewitt believed the Committee should not support, set expectations for Hewitt to be honest and direct with the Committee at all times and stated that Hewitt’s ongoing engagement would be determined by the Committee.

During ~~2006,~~2007, Hewitt assisted the Committee with comprehensive market data and its implications for pay at the Company and various other governance, design and compliance matters. The consultant also advised the Governance Committee on Director pay levels.

The Committee also retained Towers Perrin in 2007 as described in the Compensation Discussion and Analysis on page 24.

Compensation Committee Interlocks and Insider Participation

~~The following Directors~~

None of the persons who served onas members of the ~~Compensation and Management Succession~~ Committee during ~~2006: Mr. Dan P. Amos (resigned February 21, 2006), Mr. Chapman, Mr. James, Mr. Smith and Mr. St. Pé. None of such persons~~2007 was an officer or employee of the Company during ~~2006~~2007 or at any time in the past ornor had reportable transactions with the Company.


		Finance Committee:

n		Members are ~~Ms. Bern, Chair,~~ Mr. James, (Chair), Mr. Boscia and Mr. ~~Smith~~Purcell(1)

n		Met eight times in ~~2006~~2007

n		Reviews the Company’s financial matters, recommends actions such as dividend philosophy to the Board and approves certain capital expenditures

The Board has determined that each member of the Finance Committee is independent.

(1) During 2007 and until January 21, 2008, Ms. Bern served as Chair of the Committee. Mr. James was appointed Chair and Messrs. Boscia and Purcell were appointed members of the Committee on January 21, 2008. Mr. Smith served as a member of the Committee until his appointment to the Audit Committee on May 23, 2007.


		Governance Committee:

n		Members are Ms. Baranco, (Chair), Mr. Chapman ~~Chair, Ms. Bern~~ and Mr. St. Pé(1)


n		Met ~~four~~eight times in ~~2006~~2007

n		Oversees the composition of the Board and its committees, determines non-employee Directors’ compensation, maintains the Company’s Corporate Governance Guidelines and coordinates the performance evaluations of the Board and its committees.

The Board has determined that each member of the Governance Committee is independent.

(1) During 2007 and until January 21, 2008, Mr. Chapman served as Chair of the Committee and Ms. Bern served as a member of the Committee. Ms. Baranco was appointed a member and Chair of the Committee on January 21, 2008.

Nominees for Election to the Board

The Governance Committee, comprised entirely of independent Directors, is responsible for identifying, evaluating and recommending nominees for election to the Board. The Committee solicits recommendations for candidates for consideration from its current Directors and is authorized to engage third party advisers to assist in the identification and evaluation of candidates for consideration. Any stockholder may make recommendations to the Governance Committee by sending a written statement setting forth the candidate’s qualifications, relevant biographical information and signed consent to serve. These materials should be submitted in writing to the Company’s assistant corporate secretary and

received by that office by December ~~15, 2007~~12, 2008 for consideration by this Committee as a nominee for election at the Annual Meeting of Stockholders to be held in ~~2008.~~2009. Any stockholder recommendation is reviewed in the same manner as candidates identified by the Committee or recommended to the Committee.

The Governance Committee only considers candidates with the highest degree of integrity and ethical standards. The Committee evaluates a candidate’s independence from management, ability to provide sound and informed judgment, history of achievement reflecting superior standards, willingness to commit sufficient time, financial literacy and number of other board memberships. The Board as a whole should be diverse and have collective knowledge and experience in accounting, finance, leadership, business operations, risk management, corporate governance and the Company’s industry. During ~~2006,~~2007, the Committee engaged the services of a third-party search firm to aid in identifying prospective candidates and evaluating their qualifications. The Committee recommends candidates to the Board of Directors for consideration as nominees. Final selection of the nominees is within the sole discretion of the Board of Directors.

Mr. ~~H. William Habermeyer,~~Jon A. Boscia and Mr. Warren A. Hood, Jr. ~~was~~were recommended by the Governance Committee for election to the Board and ~~was~~were elected as ~~a Director~~Directors effective ~~March 1,~~December 7, 2007. ~~Mr. Habermeyer was~~Messrs. Boscia and Hood were identified jointly by the members of the Governance Committee and the third-party search firm.


		~~Nuclear~~Nuclear/Operations Committee:(1)

n		Members are ~~Dr. Pate(1)~~Mr. Habermeyer, (Chair), ~~Chair~~Ms. Baranco and Mr. ~~Habermeyer~~St. Pé(2)

n		~~Reviews~~Oversees significant information, activities and ~~oversees the nuclear generating policies and facilities~~events relative to significant operations of the ~~Company’s subsidiaries. The Chair serves as Chair of the Nuclear Operating Committee for Southern Nuclear Operating~~ Company ~~Inc., a wholly-owned subsidiary of the Company.~~including nuclear and other generation facilities, transmission and distribution, fuel and information technology initiatives.

n		Attended 14seven meetings in ~~2006~~2007


~~(1)~~	~~Dr. Pate will retire from the Board on his normal retirement date, May 23, 2007.~~

(1) Effective January 21, 2008 the Committee’s name was changed from the Nuclear Committee to the Nuclear/Operations Committee.

(2) Until his retirement on May 23, 2007, Dr. Pate served as Chair of the Committee at which time Mr. Habermeyer was appointed Chair. Ms. Baranco and Mr. St. Pé were appointed members of the Committee on January 21, 2008.

DIRECTOR ATTENDANCE

The Board of Directors met 13seven times in ~~2006.~~2007. The average attendance for Directors at all Board and Committee meetings was 97 percent. No nominee attended less than 75 percent of applicable meetings.

Directors are expected to attend the Annual Meeting of Stockholders. ~~Nine~~Ten of the 10eleven members of the Board of Directors serving ~~during 2006 attended~~on May 23, 2007, the ~~2006~~date of the 2007 Annual Meeting of ~~Stockholders.~~Stockholders, attended the meeting.

Stock Ownership Table

STOCK OWNERSHIP OF DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS

The following table shows the number of shares of ~~Company common stock~~Common Stock owned by Directors, nominees and executive officers as of December 31, ~~2006 with the exception of Mr. Habermeyer whose shares are shown as of March 1, 2007, the date of his election to the Board of Directors.~~2007. The shares owned by all directors, nominees and executive officers as a group constitute less than one percent of the total number of shares of the class.

Shares Beneficially Owned Include:

Shares
Individuals
Shares Have Rights to
Beneficially Deferred Stock Acquire within Shares Held by
Directors, Nominees and Executive Officers Owned(1) Units(2) 60 days(3) Family Members(4)

Juanita Powell Baranco
6,265 5,806

Dorrit J. Bern
35,399 33,899

Francis S. Blake
12,070 11,870

W. Paul Bowers
220,417 211,169

Thomas F. Chapman
21,126 21,126

Thomas A. Fanning
226,782 223,148

Michael D. Garrett
175,427 173,584

H. William Habermeyer, Jr.
70 70

Donald M. James
34,959 32,959

Charles D. McCrary
318,554 313,745

Zack T. Pate
39,206 34,833

J. Neal Purcell
22,214 15,990 224

David M. Ratcliffe
996,256 980,167

William G. Smith, Jr.
7,427 3,946

Gerald J. St. Pé
90,047 36,148 7,480

Directors, Nominees and Executive Officers as
a Group (20 people)
3,015,584 196,647 2,657,287 7,704


			Shares Beneficially Owned Include:
					Shares
					Individuals
	Shares				Have Rights to
	Beneficially		Deferred Stock		Acquire within		Shares Held by
Directors, Nominees and Executive Officers	Owned(1)		Units(2)		60 days(3)		Family Members(4)

Juanita Powell Baranco		9,542		9,062

Dorrit J. Bern		41,804		40,304

Francis S. Blake		16,760		16,560

Jon A. Boscia		4,000

Thomas F. Chapman		27,013		27,013

Thomas A. Fanning		287,834				283,095

Michael D. Garrett		168,476				168,550

H. William Habermeyer, Jr.		1,551		1,551

G. Edison Holland, Jr.		262,498				256,348

Warren A. Hood, Jr.		3,525		3,525

Donald M. James		40,956		38,956

Charles D. McCrary		263,133				258,108

J. Neal Purcell		28,127		21,903				224

David M. Ratcliffe		1,539,731				1,522,922

William G. Smith, Jr.		12,360		8,723

Gerald J. St. Pé		94,587		41,049				8,537

Directors, Nominees and Executive Officers as a Group (21 people)		3,732,711		208,646		3,358,830		8,776


(1)	“Beneficial ownership” means the sole or shared power to vote, or to direct the voting of, a security, or investment power with respect to a security, or any combination thereof.

(2)	Indicates the number of Deferred Stock Units held under the Director Deferred Compensation Plan.

(3)	Indicates shares of Company common stock that certain executive officers have the right to acquire within 60 days. Shares indicated are included in the Shares Beneficially Owned column.

(4)	Each Director disclaims any interest in shares held by family members. Shares indicated are included in the Shares Beneficially Owned column.

Matters to be Voted Upon

ITEM NO. 1 — ELECTION OF DIRECTORS

Nominees for Election as Directors

The Proxies named on the proxy form will vote, unless otherwise instructed, each properly executed proxy form for the election of the following nominees as Directors. If any named nominee becomes unavailable for election, the Board may substitute another nominee. In that event, the proxy would be voted for the substitute nominee unless instructed otherwise on the proxy form. Each nominee, if elected, will serve until the ~~2008~~2009 Annual Meeting of Stockholders.




		Juanita Powell Baranco Age: Director since: Board committees: Principal occupation: Other directorships:		58 2006 ~~Audit~~Governance (chair), Nuclear/Operations Executive vice president and chief operating officer of Baranco Automotive Group, automobile sales Cox Radio Incorporated




		Dorrit J. Bern Age: Director since: Board committees: Principal occupation: Other directorships:		5657 1999 ~~Finance (~~~~chair~~~~), Governance~~Audit Chairman of the board, president and chief executive officer of Charming Shoppes, Inc., multi-channel apparel, home, food and retail Charming Shoppes, Inc., OfficeMax, Inc.




		Francis S. Blake Age: Director since: Board committees: Principal occupation: Recent business experience: Other directorships:		57 58 2004 Audit Chairman of the board and chief executive officer of The Home Depot, home improvement Served as U.S. Deputy Secretary of Energy from May 2001 to April 2002 and as executive vice president of The Home Depot until January 2007 when he assumed his current ~~position.~~position The Home Depot, Inc.



	~~Thomas F. Chapman~~Jon A. Boscia Age: Director since: Board committees: Principal occupation: Recent business experience: Other directorships:	55 2007 Compensation and Management Succession, Finance President and chief executive officer of Boardroom Advisors, LLC, governance consulting Served as chairman of the board and chief executive officer of Lincoln Financial Group, insurance, institutional investments, comprehensive financial planning and advisory services, until his retirement in 2007. None


	Thomas F. Chapman Age: Director since: Board committees: Principal occupation: Recent business experience: Other directorships:	6364 2000, Presiding Director since May 23, 2007 Governance (~~chair~~~~), Compensation and Management Succession~~ Retired chairman of the board and chief executive officer of Equifax, Inc., information services, data analytics, transaction processing and consumer financial products Served as chairman of the board and chief executive officer of Equifax, Inc. until his retirement ~~on December 12, 2005.~~in 2005 None



	H. William Habermeyer, Jr. Age: Director since: Board committees: Principal occupation: Recent business experience: Other directorships:	6465 2007 ~~Nuclear~~ Nuclear/Operations (chair), Compensation and Management Succession Retired president and chief executive officer of Progress Energy Florida, Inc., electric utility Served as president and chief executive officer of Progress Energy Florida, Inc. ~~from December 2000~~ until his retirement ~~on June 1, 2006.~~in 2006 Raymond James Financial Services, Inc.
, USEC Inc.



	~~Donald M. James~~Warren A. Hood, Jr. Age: Director since: Board committees: Principal occupation: Other directorships:	58 56 2007 Audit Chairman of the board and chief executive officer of Hood Companies, Inc., packaging and construction products BancorpSouth Bank, Hood Companies, Inc.


	Donald M. James Age: Director since: Board committees: Principal occupation: Other directorships:	59 1999 Finance (chair), Compensation and Management Succession ~~Finance~~ Chairman of the board and chief executive officer of Vulcan Materials Company, construction materials Vulcan Materials Company, ~~Protective Life Corporation,~~ Wachovia Corporation



	J. Neal Purcell Age: Director since: Board committees: Principal occupation: Recent business experience: Other directorships:	65 66 2003 ~~Audit~~ Compensation and Management Succession (chair), Finance Retired vice-chairman, audit operations, of KPMG, public accounting Served as KPMG’s vice-chairman in charge of National Audit Practice Operations from October 1998 until his retirement ~~on January 31, 2002.~~in 2002 ~~Dollar General Corporation,~~ Kaiser Permanente Healthcare and Hospitals, Synovus
Financial Corporation



		David M. Ratcliffe Age: Director since: Principal occupation: Recent business experience: Other directorships:		58 59 2003 Chairman of the board, president and chief executive officer of the Company Served as president and chief executive officer of Georgia Power Company from May 1999 until January 2004 and as chairman and chief executive officer of Georgia Power Company from January 2004 until April 2004. He served as executive vice president of the Company from May 1999 until April 2004, and as president of the Company from April 2004 until July 2004, when he assumed his current ~~position.~~position CSX Corporation, Southern system companies — Alabama Power Company, Georgia Power Company and Southern Power Company




		William G. Smith, Jr. Age: Director since: Board committees: Principal occupation: Other directorships:		53 54 2006 ~~Compensation and Management Succession, Finance~~ Audit (chair) Chairman of the board, president and chief executive officer of Capital City Bank Group, Inc. Capital City Bank Group, Inc.


		Gerald J. St. Pé Age: Director since: Board committees: Principal occupation: Recent business experience: Other directorships:		67 68 1995 ~~Compensation and Management Succession~~~~(chair)~~, Governance, Nuclear/Operations Former president of Ingalls Shipbuilding and retired executive vice president of Litton Industries Served as chief operating officer of Northrop-Grumman Ship Systems from August 1999 to November ~~2001.~~2001 Merchants and Marine Bank, McLand Disposal, Signal International

Each nominee has served in his or her present position for at least the past five years, unless otherwise noted.

The affirmative vote of a plurality of shares present and entitled to vote is required for the election of Directors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE NOMINEES LISTED IN ITEM NO. 1.

ITEM NO. 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors has appointed Deloitte & Touche LLP (“Deloitte & Touche”) as the Company’s independent registered public accounting firm for ~~2007.~~2008. This appointment is being submitted to stockholders for ratification. Representatives of Deloitte & Touche will be present at the Annual Meeting to respond to appropriate questions from stockholders and will have the opportunity to make a statement if they desire to do so.

The affirmative vote of a majority of shares present and entitled to vote is required for ratification of the appointment of the independent registered public accounting firm.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ITEM NO. 2.

ITEM NO. 3 — TO AMEND THE COMPANY’S BY-LAWS TO (1) IMPLEMENT A MAJORITY VOTE STANDARD FOR THE ELECTION OF DIRECTORS IN UNCONTESTED ELECTIONS, RETAINING A PLURALITY VOTE STANDARD IN CONTESTED ELECTIONS, AND (2) ELIMINATE CUMULATIVE VOTING IN UNCONTESTED ELECTIONS, EACH CONDITIONED ON THE ELIMINATION OF CUMULATIVE VOTING IN THE CERTIFICATE OF INCORPORATION

The Company’s Board of Directors determined that it would be in the best interest of the Company and its stockholders to allow for majority voting and to eliminate cumulative voting in uncontested elections of Directors. The Board recommends that the stockholders approve an amendment to the By-laws to change the standard for the election of directors in uncontested elections from a plurality voting standard to a majority voting standard and also to eliminate cumulative voting in uncontested elections, subject to the elimination of cumulative voting in the Certificate of Incorporation, as described more fully in Item No. 4 below.

Under the current plurality vote standard, a director nominee in a director election can be elected or re-elected with as little as a single affirmative vote, even while a substantial majority of the votes cast are “withheld” from that director nominee. The proposed majority vote standard would require that a nominee for director in an uncontested election receive a “for” vote from a majority of the votes present and voting at a stockholder meeting to be elected to the Board. Additionally, the By-laws currently provide that when electing directors, stockholders may exercise cumulative voting rights. Under cumulative voting, in voting for directors each holder of common stock is entitled to cast a number of votes equal to the number of votes he or she would be entitled to cast with respect to his or her shares of stock multiplied by the number of directors to be elected. A stockholder may give one candidate all the votes such stockholder is entitled to cast or may distribute such votes among as many candidates as such stockholder chooses. The Board feels that cumulative voting and a majority vote standard are incompatible, and is recommending the elimination of cumulative voting in uncontested elections in conjunction with the adoption of a majority vote standard.

The Board is seeking to eliminate cumulative voting and to implement a majority vote standard in uncontested elections because it believes that such changes are in the best interest of stockholders at this time. The Board recommends retaining cumulative voting in the By-laws for any contested election of directors, to which a plurality standard would apply. Please see Item No. 4 below for additional information regarding the proposed elimination of cumulative voting as contained in the Certificate of Incorporation.


		Background of This Item

The proposed majority vote standard would require that a nominee for director in an uncontested election receive a majority of the votes cast at a stockholder meeting in order to be elected to the Board. The Board believes that the proposed majority vote standard for uncontested elections is a more equitable standard. At present, a plurality vote standard guarantees the election of a director in an uncontested election; however, a majority vote standard would mean that nominees in uncontested elections are only elected if a majority of the votes cast are voted in their favor. The Board believes that this majority vote

standard in uncontested director elections will strengthen the director nomination process and enhance director accountability.

Additionally, the Board will add appropriate provisions to its Corporate Governance Guidelines to require any nominee for election as a director of the Company to submit an irrevocable letter of resignation as a condition to being named as such nominee, which would be tendered in the event that nominee fails to receive the affirmative vote of a majority of the votes cast in an uncontested election at a meeting of stockholders. Such resignation would be considered by the Board, and the Board would be required to either accept or reject such resignation within 90 days from the certification of the election results.

The By-laws also currently provide for cumulative voting in the election of directors. The proposed amendment would eliminate cumulative voting in uncontested elections of directors, but retain cumulative voting in contested elections of directors.

The Board does not believe that it should amend the By-laws to establish a majority vote standard and to eliminate cumulative voting while the Company’s Certificate of Incorporation still provides for cumulative voting. The elimination of cumulative voting is desirable in connection with the adoption of the majority vote standard with respect to uncontested elections. Because both the Certificate of Incorporation and the By-laws currently provide for cumulative voting, the Board recommends that the provisions in the Certificate of Incorporation relating to cumulative voting be eliminated. The Board believes that less confusion will result if both the majority vote standard and cumulative voting provisions are contained only in the By-laws rather than in both the By-laws and the Certificate of Incorporation. This proposed amendment does not provide any less protection to stockholders because under the Company’s By-laws, stockholders are required to ratify any amendment to the By-laws, and any further change in either the majority vote standard or cumulative voting would be subject to the stockholder ratification requirement.


		Amendments

The proposed By-law amendment would include the following:


•	The By-laws will be amended to remove provisions about cumulative voting for directors in uncontested elections and

•	The plurality voting provisions in the By-laws will be replaced with provisions requiring that, in order to be elected in an uncontested election, a nominee for director must receive the affirmative vote of a majority of the votes cast at a meeting of stockholders, provided that, in contested elections, the affirmative vote of a plurality of the votes cast will be required to elect a director.

A complete text of the amendment is set forth in Appendix A.

The affirmative vote of a majority of shares present and entitled to vote is required for amendment of the By-laws as presented in this Item No. 3.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ITEM NO. 3

ADOPTION OF THIS ITEM NO. 3 IS CONDITIONED ON THE APPROVAL BY STOCKHOLDERS OF ITEM NO. 4 BELOW. NEITHER ITEM NO. 3 NOR ITEM NO. 4 WILL BE IMPLEMENTED UNLESS BOTH ITEMS ARE APPROVED.

ITEM NO. 4 — TO AMEND THE CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING IN ELECTIONS OF DIRECTORS, CONDITIONED UPON ADOPTION OF THE MAJORITY VOTE STANDARD AND THE ELIMINATION OF CUMULATIVE VOTING IN CONTESTED ELECTIONS IN THE BY-LAWS

The Board has determined that it would be in the best interest of the Company and its stockholders to require that a nominee or director in an uncontested election receive a majority of the votes cast at a stockholders meeting to be elected to the Board (see Item No. 3 above). The Board is seeking to eliminate cumulative voting in uncontested elections because it believes that a change to a majority vote standard in uncontested elections is in the best interest of stockholders at this time, and it views cumulative voting as inconsistent with a majority vote standard for the election of directors.

The elimination of cumulative voting in uncontested elections requires an amendment to the By-laws as discussed in Item No. 3 above, and also requires an amendment to the Certificate of Incorporation, which would remove subdivision (2) of Article Ninth (the cumulative voting provision). The Board feels it is appropriate to remove cumulative voting entirely from the Certificate of Incorporation and to amend the cumulative voting provisions discussed above in the By-laws so that all of

the provisions pertaining to voting in director elections are contained in the By-laws. As discussed above, cumulative voting will be permitted in a contested election, to which the plurality voting standard applies.

This amendment to the Certificate of Incorporation has been approved and declared advisable by the Board but requires adoption by the Company’s stockholders. This elimination would facilitate adoption of the majority vote standard for the election of directors in the manner described above in Item No. 3.

This Item would not change the present number of directors, and the Board would retain the authority to change that number and to fill any vacancies or newly created directorships.


		Background of This Item

The Board is seeking to eliminate cumulative voting because it believes that a change to a majority vote standard in uncontested elections would be in the best interest of stockholders at this time and it views cumulative voting as incompatible with a majority vote standard for election.


		Amendment

The proposed amendment would eliminate subdivision (2) of Article Ninth of the Certificate of Incorporation in its entirety.

Approval of this Item requires the affirmative vote of at least two-thirds of the outstanding shares of the Company’s common stock.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ITEM NO. 4.

ADOPTION OF THIS ITEM NO. 4 IS CONDITIONED ON THE APPROVAL BY STOCKHOLDERS OF ITEM NO. 3 ABOVE. NEITHER ITEM NO. 3 NOR ITEM NO. 4 WILL BE IMPLEMENTED UNLESS BOTH ITEMS ARE APPROVED.

ITEM NO. 5 — STOCKHOLDER PROPOSAL ON ENVIRONMENTAL REPORT

The Company has been advised that The Sisters of Charity of Saint Elizabeth, P. O. Box 476, Convent Station, New Jersey 07961, holder of 100 shares of Company common stock; American Baptist Home Mission Society of The American Baptist Churches, USA, P. O. Box 851, Valley Forge, Pennsylvania 19482, holder of ~~1,330~~1,942 shares of Company common stock; ~~State~~Congregation of ~~Connecticut Retirement Plans & Trust Funds, 55 Elm Street, Hartford, Connecticut 06106,~~Benedictine Sisters, 285 Oblate Drive, San Antonio, TX holder of ~~196,000~~14,000 shares of Company common ~~stock;~~stock, and Sisters of St. Dominic of Caldwell New Jersey, 40 South Fullerton Avenue, Montclair, New Jersey 07042, holder of 100 shares of Company common stock, propose to submit the following resolution at the ~~2007~~2008 Annual Meeting of Stockholders.

“Whereas:

“The International Energy Agency warned in its 2007 World Energy Outlook that ‘urgent action is needed if greenhouse gas (GHG) concentrations are to be stabilized at a level that would prevent dangerous interference with the climate system.’

“In October 2006, a report authorized by former chief economist of The World Bank, Sir Nicolas Stern, estimated that climate change will cost between 5% and 20% of GDP if emissions are not reduced, and that GHGs can be reduced at a cost of approximately 1% of global economic growth.

“U.S. power plants are responsible for nearly 40% of the country’s carbon dioxide emissions, and 10% of global carbon dioxide emissions.

“Coal-burning power plants are responsible for 80% of the carbon dioxide (CO₂) emissions from all U.S. power plants and Southern Company is the second-largest emitter of CO₂, the ~~principal greenhouse gas (GHG)~~GHG linked to climate change, among U.S. power generators. ~~http://www.nrdc.org/air/pollution/benchmarking/default.asp~~

“Since 1990, CO₂ emissions from U.S. power plants have increased by 27%. Moreover, the global rate of GHG emissions from burning fossil fuels increased four-fold between 2000 and 2005 (~~Financial Times~~~~11/10/06)~~(U.S. Energy Information Administration).

“Levels of CO₂, which ~~persists~~persist in the atmosphere for over 100 years, are now higher than anytime in the past 400,000 years and they will continue to rise as long as emissions from human activities continue.

~~“In order to avoid the most damaging effects of climate change, scientists urge that global CO~~₂ emissions be kept at 2004 levels for the next 50 years through a combination of measures, including conservation, energy efficiency, switching to cleaner fuels and new low-carbon technologies. http://fire.pppl.gov/energy_socolow_081304.pdf

“Claude Mandil, Executive Director of the International Energy Agency, noted that ‘...the benefits of strong, early action on climate change outweigh the costs. That conclusion is one that the IEA fully endorses — notably in its World Energy Outlook 2006.’ ‘The world’s energy economy is on a pathway that is plainly not sustainable’ (~~FT Energy Special~~~~10/20/06).~~

“While CO₂ is not now regulated ~~federally,~~at the ~~in-coming chair of~~federal level, the U.S. Senate ~~environmental committee has indicated that California’s new law requiring a 25% reduction~~Environment and Public Works Committee voted to report the Lieberman-Warner Security Act (S. 2191) to the full Senate in ~~total CO~~₂December 2007. The bill would reduce emissions by almost 20% below current levels by 2020 ~~will be a model for federal legislation. (AP 11/9/06)~~and 60% by 2050.

“Shareholders desire to understand how well our company would be prepared to operate under mandatory ~~25%~~20% and 60% CO₂ emissions reduction mandates, were such carbon constraints enacted by the U.S. Congress.

“AEP, the nation’s largest electric generator, Entergy and Exelon have set total GHG emissions reduction targets. Duke, ~~Energy,~~ Exelon, FPL, NRG, and ~~several other major~~others, through their participation in the U.S. ~~corporations~~Climate Action Partnership, have also publicly stated that the U.S. should reduce its GHG footprint by 60% to 80% from current levels by 2050. They have endorsed adoption of mandatory federal policy to limit CO₂ emissions as a way to provide economic and regulatory certainty needed for major investments in our energy future.

“Southern Company however, opposes mandatory regulation of CO₂ and other GHG emissions in favor of voluntary action. While our company has added cleaner coal burning capacity, is investing in renewable energy, and has reduced the intensity of its CO₂ emissions, it has yet to adopt a voluntary reduction goal for its total CO₂ emissions. (Southern Company Response to ~~CDP4) http://www.cdproject.net/online_response.asp?cid=1269&id=4&exp=10desc=Electric+Utility&letter=S~~CDP5)

“RESOLVED: Shareholders request that the Board of Directors report to shareholders actions the company would need to take to reduce total CO₂ emissions, including quantitative goals for existing and proposed plants based on current and emerging technologies, by September ~~20, 2007.~~30, 2008. Such report shall omit proprietary information and be prepared at reasonable cost.”

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “AGAINST” ITEM NO. 35 FOR THE FOLLOWING REASONS:

The Company issued in 2005 theEnvironmental Assessment: Report to Shareholders,outlining options and actions the Company is taking with regard to CO₂ and other emissions, including an extensive review of CO₂ price scenarios; issued in 2006 itsCorporate Responsibility Report,which included data on CO₂ emissions and actions being undertaken to address those emissions; and in April ~~2007, issued a~~2008, updated our report,Climate Change — A Summary of Southern Company Actions,on specific current and long-term activities to address CO₂ ~~emissions.~~emissions, as well as issued a report,Energy Efficiency Regulatory Structures, on the need for and the impacts of energy efficiency efforts as a resource to meet growth and regulatory structures. All these reports are available either through the Company’s external website at www.southerncompany.com or by contacting Patricia L. Roberts, Assistant Corporate Secretary, Southern Company, 30 Ivan Allen Jr. Boulevard NW, Atlanta, Georgia 30308 and requesting a copy.

The vote needed to pass the proposed stockholders’ resolution is a majority of the shares represented at the meeting and entitled to vote.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “AGAINST” ITEM NO. 3.5.

Audit Committee Report

The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for establishing and maintaining adequate internal controls over financial reporting, including disclosure controls and procedures, and for preparing the Company’s consolidated financial statements. In fulfilling its oversight responsibilities, the Committee reviewed the audited consolidated financial statements of the Company and its subsidiaries and management’s report on the Company’s internal control over financial reporting in the Annual Report to ~~stockholders~~Stockholders with management. The Committee also reviews the Company’s quarterly and annual reporting onForms 10-Q and10-K prior to filing with the SEC. The Committee’s review process includes discussions of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and estimates and the clarity of disclosures in the financial statements.

The independent registered public accounting firm is responsible for expressing opinions on the conformity of the consolidated financial statements with accounting principles generally accepted in the United States and on the conformity of management’s assessment of the effectiveness of the Company’s internal control over financial reporting and the effectiveness of the Company’s internal control over financial reporting with the criteria established in “Internal Control — Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Committee reviewed with the independent registered public accounting firm, the firm’s judgments as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters as are required to be discussed with the Committee under generally accepted auditing standards, rules and regulations of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC and the New York Stock Exchange corporate governance rules. In addition, the Committee has discussed with the independent registered public accounting firm its independence from management and the Company ~~including the matters in the written disclosures made~~as required under ~~Rule 3600T~~rules of the ~~PCAOB, which, on an interim basis, has adopted Independence Standards Board No. 1, “Independence Discussions with Audit Committees.”~~PCAOB. The Committee also has considered whether the independent registered public accounting firm’s provision of non-audit services to the Company is compatible with maintaining the firm’s independence.

The Committee discussed the overall scopes and plans with the Company’s internal auditors and independent registered public accounting firm for their respective audits. The Committee meets with the internal auditors and independent registered public accounting firm with and without management present, to discuss the results of their audits, evaluations by management and the independent registered public accounting firm of the Company’s internal control over financial reporting, and the overall quality of the Company’s financial reporting. The Committee also meets privately with the Company’s compliance officer. The Committee held 10 meetings during ~~2006.~~2007.

In reliance on the reviews and discussions referred to above, the Committee recommended to the Board of Directors (and the Board approved) that the audited consolidated financial statements be included in the Company’s Annual Report onForm 10-K for the year ended December 31, ~~2006~~2007 and filed with the SEC. The Committee also reappointed Deloitte & Touche as the Company’s independent registered public accounting firm for ~~2007.~~2008. Stockholders will be asked to ratify that selection at the Annual Meeting of Stockholders.

Members of the Committee:


	~~J. Neal Purcell, Chair~~
	~~Juanita Powell Baranco~~
	~~Francis S. Blake~~
	~~Zack T. Pate~~

William G. Smith, Jr., Chair
Dorrit J. Bern
Francis S. Blake
Warren A. Hood, Jr.

PRINCIPAL ACCOUNTING FIRM FEES

The following represents the fees billed to the Company for the last two fiscal years by Deloitte & Touche — the Company’s principal independent registered public accounting firm:

2006 2005

(In thousands)
Audit Fees(a) $ 12,994 $ 12,270
Audit-Related Fees(b) 673 410
Tax Fees(c) 90 117
All Other Fees 0 0

Total $ 13,757 $ 12,797


	2007		2006

	(In thousands)

Audit Fees(a)	$	12,525	$	12,994
Audit-Related Fees(b)		913		673
Tax Fees(c)		0		90
All Other Fees		0		0

Total	$	13,438	$	13,757


(a)		Includes services performed in connection with financing transactions

(b)		Includes benefit plan and other non-statutory audit services and accounting consultations in both ~~2006~~2007 and ~~2005~~2006

(c)		Includes review services in connection with the consolidated federal tax return and tax compliance licensing and training costs

The Audit Committee has adopted a Policy on Engagement of the Independent Auditor for Audit and Non-Audit Services (see Appendix A)B) that includes requirements for the Audit Committee to pre-approve services provided by Deloitte & Touche. This policy was initially adopted in July 2002 and since that time, all services included in the chart above have been pre-approved by the Audit Committee.

Executive Compensation

COMPENSATION DISCUSSION AND ANALYSIS

In this Compensation Discussion and Analysis (the “CD&A”) and elsewhere in this Proxy Statement, references to the “Compensation Committee” are to the Compensation and Management Succession Committee of the Company’s Board of Directors.

GUIDING PRINCIPLES AND POLICIES

The Company’s executive compensation program is based on a philosophy that total executive compensation must be competitive with the companies in our industry, must be tied to and motivate our executives to meet our short- and long-term performance goals and must foster and encourage alignment of executive interests with the interests of our stockholders and our customers. The program generally is designed to motivate all employees, including executives, ~~and~~ to achieve operational excellence and financial goals while maintaining a safe work environment.

Our executive compensation program places significant focus on rewarding performance. The program is performance-based in several respects:


•		Our actual earnings per share (“EPS”) and business unit performance, which includes return on equity (“ROE”) or net income, compared to target performance levels established early in the year, determine the ultimate ~~short-term (annual)~~annual incentive program payouts.

•		~~Company common stock~~Common Stock price changes result in higher or lower ultimate values of stock options.

•		Our dividend payout and total shareholder return ~~(“TSR”)~~ compared to those of our industry peers lead to higher or lower payouts under the Performance Dividend Program ~~(the “PDP”~~(“performance dividends”).

In support of our performance-based pay philosophy, we have no general employment contracts with our named executive officers or guaranteed severance, except upon a change in control, ~~(“CIC”),~~ and no pay is conditioned solely upon continued employment ~~with~~of any of the named executive officers, other than base salary.

Our pay-for-performance principles apply not only to the named executive officers, but to thousands of employees. Our short-term incentive program covers nearly all of our ~~26,000~~nearly 27,000 employees and our ~~CIC~~change-in-control protection program covers all employees not part of a collective bargaining unit. Our stock options and ~~PDP~~performance dividends cover approximately ~~5,800~~6,300 employees. These programs engage our people in our business, which ultimately is good not only for them, but for our customers and our stockholders.

OVERVIEW OF EXECUTIVE COMPENSATION COMPONENTS

Our executive compensation program is composed of several ~~elements,~~components, each of which plays a different role. The table below discusses the intended role of each material pay ~~element,~~component, what it rewards and why ~~the Company uses~~we use it. Following the table is additional information that describes how ~~the Company~~we made ~~2006~~2007 pay decisions.


	Intended Role and What the Element
Pay Element	Rewards	Why We Use the Element
~~Pay Element~~

Base Salary	Base salary is pay for competence in the executive role, with a focus on scope of responsibilities.	• Market practice. • Provides a threshold level of cash compensation for job performance.

~~Short-Term~~Annual Incentive	The Company’s ~~Performance Pay Program (the “PPP”)~~annual incentive program rewards achievement of operational, EPS and business unit financial goals.	• Market practice. • Focuses attention on achievement of short-term goals that ultimately works to fulfill our mission to customers and ~~lead~~leads to increased stockholder value in the long term.


	Intended Role and What the Element
Pay Element	Rewards	Why We Use the Element


Long-Term Incentive: Stock Options	Stock options reward price increases in the ~~Company’s common stock~~Common Stock over the market price on date of grant, over a 10-year term.	• ~~Represents performance-based~~Market practice. • Performance-based compensation. • Aligns executives’ interests with those of stockholders.

Long-Term Incentive: ~~PDP~~Performance Dividends	~~The PDP provides~~Performance dividends provide cash compensation dependent on the number of stock options held at ~~year-end,~~year end, the Company’s ~~declared~~ dividends paid during the year and four-year ~~TSR~~total shareholder return versus industry peers.	• Market practice. • Performance-based compensation. • Enhances the value of stock options and focuses executives on maintaining a significant dividend yield for stockholders. • Aligns executives’ interests with ~~stockholder~~stockholders’ interests since payouts are dependent on ~~performance, defined as~~the returns realized by our ~~stock performance~~stockholders versus those of our industry peers. ~~• Competitive market practice.~~

Retirement Benefits	• The Southern Company Deferred Compensation Plan ~~(the “DCP”)~~ provides the opportunity to defer to future years up to 50% of base salary and all or part of ~~base salary and bonus~~annual incentives or performance dividends in either a prime interest rate or ~~Company common stock~~Common Stock account. • Executives participate in employee benefit plans available to all employees of the Company, including a 401(k) savings plan and the funded Southern Company Pension Plan ~~(the “Pension~~(“Pension Plan”). • The Supplemental Benefit Plan ~~(the “SBP”)~~ counts pay, including deferred salary, ineligible to be counted under the Pension Plan and the 401(k) plan due to Internal Revenue Service ~~rules, including deferred salary.~~ rules. • The Supplemental Executive Retirement Plan ~~(the “SERP”)~~ counts ~~short-term~~annual incentive pay above 15% of base salary for pension purposes. • Additional years of service agreements provide enhanced retirement benefits as if a participant had worked additional years at the Company.	• ~~The DCP~~Market practice. • Permitting compensation deferral is a cost-effective method of providing additional cash flow to the Company while enhancing the retirement savings of executives. • The purpose of ~~the SBP and the SERP~~these supplemental plans is to eliminate the effect of tax limitations on the payment of retirement benefits. • Additional years of service enhancements are provided on an as-needed basis to attract and retain executives who were employed by the Company earlier in their careers. • Represents ~~market practice for companies~~an important component of competitive market-based compensation in our peer group and generally.


	Intended Role and What the Element
Pay Element	Rewards	Why We Use the Element


Perquisites and Other Personal Benefits	• Personal financial planning maximizes the perceived value of our executive compensation program to executives and allows executives to focus on Company operations. • Home security systems lower our risk of harm to executives. • Club memberships are provided primarily for business use. ~~• Limited personal use of Company aircraft allows the CEO to meet both his business and personal commitments.~~	• Perquisites benefit both the Company and executives, at low cost to ~~us.~~the Company.

Post-Termination Pay	~~CIC~~• Change-in-control agreements provide severance pay, accelerated vesting and payment of short- and long-term incentive awards upon a ~~CIC~~change in control of the Company coupled with involuntary termination not for “Cause” or a voluntary termination for “Good Reason.”	• Market practice. • Providing protections to ~~senior~~ executives upon a ~~CIC~~change in control minimizes disruption during a pending or anticipated ~~CIC.~~ change in control. • Payment and vesting occur only upon the occurrence of both an actual ~~CIC~~change in control and loss of the executive’s position.

MARKET DATA

For the named executive officers, the Compensation Committee reviews compensation data from large, publicly-owned electric and gas utilities. The data iswas developed and analyzed by Hewitt Associates, one of the compensation ~~consultant~~consultants retained by the Compensation Committee. The companies included each year in the primary peer group are those whose data is available through the consultant’s database. Those companies are drawn from this list of regulated utilities of $2 billion in revenues and up. Proxy data for ~~the~~this entire list of companies below also is used. No other companies’ data are used in our market-pay benchmarking.

The Company is one of the largest U.S. utility companies in revenues and market capitalization, and its largest business units are some of the largest in the industry as well. For that reason, the consultant size-adjusts the market data in order to fit it to the scope of our business.

In using this market data, market is defined as the size-adjusted 50th percentile of the data, with a focus on pay opportunities at target performance (rather than actual plan payouts). ~~We provide pay opportunities (base~~The Company specifically looks at the market data for chief executive officer positions and other positions in terms of scope of responsibilities, that most closely resemble the positions held by our named executive officers. Based on that data, the Company recommends to the Compensation Committee a total target compensation opportunity for each named executive officer. Total target compensation opportunity is the sum of base salary, annual incentive payout (at the target ~~PPP payouts,~~performance level), stock option awards at a target value and performance dividend payout at a target ~~PDP payouts) at market and design our incentive plans to pay significantly~~value. Actual compensation paid may be more or less than the total target ~~amount when~~compensation

opportunity based on actual performance is above or below target performance levels. As a result, our ~~plans are~~compensation program is designed to result in payouts that are market-appropriate given our performance for ~~that~~the year or period.

The Company ~~does~~did not target a specified weight for base salary or ~~short-term~~annual or long-term incentives as a percent of total target compensation opportunities, nor did amounts realized or realizable from prior compensation serve to increase or decrease ~~2006~~2007 compensation amounts. ~~The competitive posture of one element of pay affects the targeted competitive posture of other elements such that total~~Total target compensation opportunities for senior management as a group are managed to be at the median of the market for companies our size and in our industry. The ~~market data influenced~~total target compensation opportunities established in 2007 for each named executive officer ~~base~~are shown below.


							Total Target
			Annual		Long-Term		Compensation
Name	Salary		Incentive		Incentive		Opportunity

D. M. Ratcliffe	$	1,075,700	$	1,075,700	$	4,579,700	$	6,731,100

T. A. Fanning	$	616,000	$	463,000	$	845,000	$	1,924,000

M. D. Garrett	$	621,000	$	465,750	$	854,000	$	1,940,750

C. D. McCrary	$	634,000	$	475,500	$	871,000	$	1,980,500

G. E. Holland, Jr.	$	542,000	$	325,200	$	643,000	$	1,510,200

As is our long-standing practice, the salary levels shown above were not effective until March 2007. Therefore, the amounts reported in the Summary Compensation Table are lower because that table reports actual amounts paid in 2007. Also, the amounts reviewed by the Committee and ~~incentive opportunities as follows for 2006:~~


•		Base salaries for senior executives were targeted at market, though individual salaries may be above or below that level for reasons of time in position, criticality to the business or individual performance.

•		Target PPP opportunities were somewhat higher than market because in 2000, a long-term incentive plan (the Productivity Improvement Plan) was terminated and its award opportunities folded in with PPP. Target opportunities are set at a percentage of base salary.

•		~~To counterbalance the above-market PPP opportunities, stock option award sizes were set to be somewhat below market after taking into account the related PDP opportunity.~~

reported here are rounded and may differ slightly from amounts reported in the other tables and charts herein. For purposes of comparing the value of our compensation program to the market data, stock options are valued at 15%, and ~~PDP~~performance dividend targets at 10%, of the average daily ~~stock~~Common Stock price for the year preceding the grant, both of which represent risk-adjusted present values on the date of grant and are consistent with the methodologies used to develop the market data. For the ~~2006~~2007 grant of stock options and the ~~PDP~~performance dividend targets established for the ~~2006 – 2009~~2007 — 2010 performance period, this value was ~~$8.53~~$8.515 per stock option granted. In the long-term incentive column, 60% of the value shown is attributable to stock options and 40% attributable to performance dividends. The stock option value used for market data comparisons exceeds the value reported in the Grants of Plan-Based Awards Table because ~~it assumes~~the value above is calculated assuming that the options are held for their full10-year term. The calculation of the Black-Scholes value reported in the ~~table~~Grants of Plan-Based Awards Table uses historical holding period averages of approximately five years.


•		As discussed above, the Compensation Committee targets total target compensation opportunities for senior executives as a group at market. Therefore, some ~~senior~~ executives may be paid somewhat above and others somewhat below market. This practice allows for minor differentiation based on time in the position, scope of responsibilities and individual ~~performance~~performance. The differences in the total pay opportunities for each named executive officer are based almost exclusively on the differences indicated by the market data for persons holding similar positions. However, in setting the total target compensation opportunities for Messrs. Garrett and ~~internal equity.~~McCrary in 2007, the Compensation Committee recognized that Mr. McCrary has been in his position considerably longer than Mr. Garrett and that while the market data may distinguish between their two positions based on the size of the business units they lead, the Company’s CEO and the Compensation Committee consider their positions equivalent in terms of scope of responsibility. They lead the Company’s two largest business units. The average total target compensation opportunities for the named executive officers for ~~2006~~2007 were ~~two~~four percent above the market data described above. However, because of the use of market data from a large number of peer companies for positions that are not identical in terms of scope of responsibility from company to company, we do not consider this difference material and we continue to believe that our compensation program is market-appropriate.

•

In 2007, the Compensation Committee engaged an additional executive compensation consulting firm, Towers Perrin, to conduct a broad assessment of the Company’s executive compensation program. Benchmarking data as well as actual levels of payouts made at our peer companies was reviewed. The consulting firm was directed to review the level of total target pay opportunities, the weight of each primary pay component and the annual and long-term incentive goal metrics. Based on the findings from this review, the Company and the Compensation Committee continue to believe that our executive compensation program provides the appropriate level and mix of compensation for the senior management of the Company, including the named executive officers.


•	In 2004, the Compensation Committee received from its executive compensation consulting firm a detailed comparison of our executive benefits program to the benefits of a group of other large utilities and general industry companies. The results indicated that the Company’s executive benefits program was slightly below market. The Compensation Committee plans to have this study updated in 2008.

DESCRIPTION OF KEY COMPENSATION COMPONENTS

~~2006~~2007 Base Salary

Base salaries for each of the named executive officers for ~~2006~~2007 were recommended for the Compensation Committee’s approval by Mr. Ratcliffe, except for his own salary. Those recommendations took the market data into account, as well as, the need to retain an experienced team, ~~internal equity,~~ time in position and individual ~~performance. This~~performance which included the degree of competence and initiative exhibited and the individual’s relative contribution to the results of operations in prior years. The Compensation Committee approved the recommended salaries in ~~2006.~~2007.

Mr. Ratcliffe’s ~~2006~~2007 base salary was set by the Compensation Committee and was influenced by the above-described market data and Mr. Ratcliffe’s performance and time in the position.

~~2006~~2007 Incentive Compensation

Achieving Operational and Financial Goals — Our Guiding Principle for Incentive Compensation

Our number one priority is to provide our customers outstanding reliability and superior service at low prices while achieving a level of financial performance that benefits our stockholders in the short and ~~long term.~~long-term.

In ~~2006,~~2007, we strove for and rewarded:


•	Continued industry-leading reliability and customer satisfaction, while maintaining our low retail prices relative to the national average; and

•	Meeting increased energy demand with the best economic and environmental choices.

In ~~2006,~~2007, we also focused on and rewarded:


•	EPS Growth — A continuation of growing EPS an average of five percent per year from a base, excluding ~~synfuel~~ earnings from synthetic fuel investments, established in 2002. The target goal shown below is five percent greater than the goal established for ~~2005.~~2006.

•	ROE in the top quartile of comparable electric utilities.

•	Dividend Growth.


•	Long-term ~~risk-adjusted TSR.~~total shareholder return.


•	Financial Integrity — An attractive risk-adjusted return, sound financial policy and a stable ~~‘A’~~“A” credit rating.

The incentive compensation program is designed to encourage ~~the Company to achieve~~achievement of these goals.

Mr. Ratcliffe, with the assistance of our Human Resources staff, recommends to the Compensation Committee program design and award amounts for senior ~~executives.~~executives, including the named executive officers.

~~2006 PPP~~2007 Annual Incentive Program

Program Design

~~PPP~~

The Performance Pay Program is the Company’s annual ~~cash~~ incentive ~~plan.~~program. Most employees of the Company are participants, including the named executive officers, a total of ~~about 26,000~~nearly 27,000 participants.

The performance measured by the program uses goals set at the beginning of each year by the Compensation Committee.

An illustration of the ~~PPP~~annual incentive goal structure for ~~2006~~2007 is provided below.

Operational goals for 2006 were safety, customer service, plant availability, transmission and distribution system reliability, inclusion and capital expenditures. Each of these operational goals is explained in more detail under Goal Details below. The result of all operational goals is averaged and multiplied by the bonus impact of the EPS and business unit financial goals. The amount for each goal can range from 0.90 to 1.10, or 0 if a threshold performance level is not achieved as more fully described below. The level of achievement for each operational goal is determined and the results are averaged. Each of our business units has operational goals. For Messrs. Garrett and McCrary, the PPP payout is adjusted up or down based on the operational goal results for Georgia Power Company and Alabama Power Company, respectively. For Messrs. Ratcliffe and Fanning, it is calculated using the corporate-wide weighted average of the operational goal results. For Mr. Bowers, it is calculated using the operational goal results for our generation business unit.


•	Operational goals for 2007 were safety, customer service, plant availability, transmission and distribution system reliability and inclusion. Each of these operational goals is explained in more detail under “Goal Details” below. The result of all operational goals is averaged and multiplied by the bonus impact of the EPS and business unit financial goals. The amount for each goal can range from 0.90 to 1.10, or 0.00 if a threshold performance level is not achieved as more fully described below. The level of achievement for each operational goal is determined and the results are averaged. Each of our business units has operational goals. For Messrs. Garrett and McCrary, the payout is adjusted up or down based on the operational goal results for Georgia Power Company and Alabama Power Company, respectively. For Messrs. Ratcliffe, Fanning and Holland, it is calculated using the corporate-wide weighted average of the operational goal results.

•	EPS is weighted at 50% of the financial goals. EPS is defined as earnings from continuing operations divided by average shares outstanding during the year, excluding earnings from synthetic fuel ~~earnings (“synfuel earnings”).~~investments. The EPS performance measure is applicable to all participants in the ~~PPP,~~Performance Pay Program, including the named executive officers.

•		Business ~~Unit Financial Performance~~unit financial performance is weighted at 50% of the financial goals. For our traditional utility operating companies (Alabama Power Company, Georgia Power Company, Gulf Power Company and Mississippi Power Company), the business unit financial performance goal is ROE, which is defined as the operating company’s net income divided by average equity for the year. For our other business units, we establish financial performance measures that are tailored to each business unit.

		For Messrs. Garrett and McCrary, their PPP payout is calculated using the ROE for Georgia Power Company and Alabama Power Company, respectively. For Messrs. Ratcliffe and Fanning, it is calculated using a corporate-wide weighted average of all the business unit financial performance goals, including primarily the operating companies’ ROE. And, for Mr. Bowers, his business unit financial performance measure is weighed one-half the corporate-wide weighted average and one-half the financial performance measure for our generation business unit.

•		~~In addition, superior individual performance can increase an individual’s payout by up to 10% of base salary, at the discretion of the Compensation Committee.~~

For Messrs. Garrett and McCrary, the annual incentive payout is calculated using the ROE for Georgia Power Company and Alabama Power Company, respectively. For Messrs. Ratcliffe, Fanning and Holland it is calculated using a corporate-wide weighted average of all the business unit financial performance goals, including primarily the traditional operating companies’ ROE.

The Compensation Committee may make adjustments, both positive and negative, to goal achievement for purposes of determining payouts. Such adjustments include the impact of items considered ~~one time~~one-time or outside of normal operations or not anticipated in the business plan when the earnings goal was established and of sufficient magnitude to warrant recognition. For the ~~payout~~payouts based on ~~2006~~2007 performance, no adjustments were made ~~as described below under~~that materially impacted the ~~heading 2006 Achievement. The maximum effect of these adjustments for any of~~payouts to the named executive ~~officers was less than five percent.~~officers.

Under the terms of the program, no payout can be made if the Company’s current earnings are not sufficient to fund the ~~Company’s common stock~~Common Stock dividend at the same level asor higher than the prior year.

Goal Details

Operational Goals:

Customer Service — The Company uses customer satisfaction surveys to evaluate the Company’s performance. The survey results provide an overall ranking for each traditional operating company, as well as a ranking for each customer segment: residential, commercial and industrial.

Reliability — Transmission and distribution system reliability performance is measured by the frequency and duration of outages. Performance targets for reliability are set internally based on historical performance, expected weather conditions and expected capital expenditures.

Availability — Peak season equivalent forced outage rate is an indicator of fossil/hydro plant availability and efficient generation fleet operations during the months when generation needs are greatest. The rate is calculated by dividing the number of hours of forced outages by total generation hours.

Safety — The Company’s Target Zero program is focused on continuous improvement in having a safe work environment. The performance is measured by the Occupational Safety and Health Administration recordable incident rate.

Inclusion/Diversity — The ~~Company’s~~ inclusion program seeks to improve ~~its~~our inclusive workplace. This goal includes measures for work environment (employee satisfaction survey), representation of minorities and females in leadership roles and supplier diversity.

~~Capital expenditures — We aim to manage capital expenditures to meet customer commitments without sacrificing financial integrity.~~

Southern Company capital expenditures “gate” or threshold goal — We strive to manage total capital expenditures for the participating business units at or below ~~$2.7~~$3.8 billion for ~~2006,~~2007, excluding nuclear fuel. If the capital expenditure target is exceeded, total operational goal performance is capped at 0.90 for all business units, regardless of the actual operational

goal results. Adjustments to the goal may occur due to significant events not anticipated in the business plan established early in ~~2006,~~2007, such as acquisitions or disposition of assets, new capital projects and other events.

The range of performance levels established for the operational goals are detailed below.

Customer
Level of Performance Service Reliability Availability Safety Inclusion Capital

Maximum (1.10) Top Quartile Improve historical performance 2.00% 1.25 Significant improvement Below budget

Target (1.00) 2nd quartile Maintain historical performance 2.75% 1.75 Improve Slightly above budget

Threshold (0.90) 3rd quartile Below historical performance 3.75% 2.50 Below expectations Above budget

0 Trigger 4th quartile Significant issues 6.00% >2.50 Significant issues See gate goal

Level of

Customer

Performance

Service

Reliability

Availability

Safety

Inclusion

Maximum (1.10)

Top quartile for each customer segment

Improve
historical performance

2.00

1.00

Significant improvement

Target (1.00)

Top quartile overall

Maintain historical performance

2.75

1.50

Improve

Threshold (0.90)

3rd quartile

Below
historical performance

3.75

2.00

Below expectations

0 Trigger

4th quartile

Significant
issues

6.00

>2.00

Significant
issues

EPS and Business Unit Financial Performance:

The range of EPS and ~~business unit financial performance~~ROE goals for ~~2006~~2007 is shown below. ROE goals vary from the allowed retail ROE range due to state regulatory accounting requirements, wholesale activities, other non-jurisdictional revenues and expenses and other activities not subject to state regulation.

Business Unit Performance Payout Below
Payout Factor at Threshold for
Net Income Highest Level of Operational
EPS Excluding (Southern Payout Operational Goal Goal
Level of Performance Synfuel Earnings ROE Generation Only) Factor Achievement Achievement

Maximum $2.11 14.25% $310 million 2.00 2.20 0

Target $2.055 13.25% $285 million 1.00 1.10 0

Threshold $1.97 10.50% $226 million 0.25 0.275 0

Below threshold <$1.97 <10.50% < $226 million 0 0 0


										Payout Below
								Payout Factor at		Threshold for
	EPS Excluding							Highest Level of		Operational
Level of	Synthetic Fuel					Payout		Operational Goal		Goal
Performance	Investment Earnings		ROE			Factor		Achievement		Achievement

Maximum		$2.265		14.25	%		2.00		2.20		0.00

Target		$2.155		13.50	%		1.00		1.10		0.00

Threshold		$2.08		10.50	%		0.25		0.275		0.00

Below threshold		<$2.08		<10.50	%		0.00		0.00		0.00

~~2006~~2007 Achievement

Each named executive officer had a target ~~PPP~~annual incentive opportunity set by the Compensation Committee at the beginning of ~~2006.~~2007. Targets are set as a percentage of base salary. Mr. Ratcliffe’s target was set at 100%. For Messrs. Fanning, Garrett and McCrary, it was set at 75% and for Mr. ~~Bowers~~Holland it was set at 60%. Actual ~~PPP~~ payouts were developed by adding the payouts derived from EPS and business unit financial performance goal achievement for ~~2006~~2007 and multiplying that sum by the result

of the operational goal achievement. The gate goal target was not exceeded and therefore ~~had no impact on~~did not affect payouts. Actual ~~2006~~2007 goal achievement is shown in the ~~table below.~~following table.

Business Unit Total Weighted
Operational EPS, EPS Goal Financial Business Unit
Goal Excluding Performance Performance Financial Total PPP
Multiplier Synfuel Factor Business Unit Factor Performance Factor
Name (A) Earnings (50% Weight) Financial Performance (50% Weight) Factor (B) (A x B)

D. M. Ratcliffe 1.08 $ 2.10 1.84 Corporate average 1.53 1.68 1.82

T. A. Fanning 1.08 $ 2.10 1.84 Corporate average 1.53 1.68 1.82

M. D. Garrett 1.08 $ 2.10 1.84 14.02% ROE 1.77 1.80 1.95

C.D. McCrary 1.09 $ 2.10 1.84 13.31% ROE 1.06 1.45 1.58

W. P. Bowers 1.09 $ 2.10 1.84 $305 million net income and corporate average 1.68 1.76 1.92


			EPS,
			Excluding					Business Unit
	Operational		Synthetic		EPS Goal			Financial		Total Weighted		Total
	Goal		Fuel		Performance			Performance		Financial		Payout
	Multiplier		Investment		Factor		Business Unit	Factor		Performance		Factor
Name	(A)		Earnings		(50% Weight)		Financial Performance	(50% Weight)		Factor (B)		(A x B)

D. M. Ratcliffe		1.08	$	2.21		1.69	Corporate average		1.25		1.47		1.59

T. A. Fanning		1.08	$	2.21		1.69	Corporate average		1.25		1.47		1.59

M. D. Garrett		1.08	$	2.21		1.69	13.50% ROE		1.00		1.34		1.45

C. D. McCrary		1.09	$	2.21		1.69	13.73% ROE		1.31		1.50		1.63

G. E. Holland, Jr.		1.08	$	2.21		1.69	Corporate average		1.25		1.47		1.59

Note that the Total ~~PPP~~Payout Factor may vary from the Total Weighted Financial Performance Factor multiplied by the ~~operational goal multiplier~~Operational Goal Multiplier due to rounding. To calculate ~~a PPP~~an annual incentive payout amount, the target opportunity ~~(PPP~~(annual incentive target times base salary) is multiplied by the Total ~~PPP~~Payout Factor.

~~PPP~~

Annual incentive payouts were determined using EPS ~~and ROE~~ performance results that differ somewhat from the results reported in Company’s financial statements in the ~~Company’s 2006~~ Annual Report ~~to Stockholders~~ (the “Financial Statements”). ~~These differences are~~This difference is described below.

EPS excluding ~~synfuel~~ earnings from synthetic fuel investments — ~~The~~In 2007, the Company’s synthetic fuel investments ~~generate~~generated tax credits as a result of synthetic fuel production. Due to higher oil prices ~~in 2006,~~over the past two years, such tax credits were partially phased out and one synfuel investment was ~~terminated. As a result, the Company’s synthetic fuel investments did not contribute significantly to earnings and EPS during~~terminated in 2006. These tax credits ~~will~~were no longer be available after December 31, 2007. Company management uses EPS, excluding ~~synfuel~~ earnings from synthetic fuel investments, to evaluate the performance of the Company’s ongoing business activities. We believe the presentation of earnings and EPS, excluding the results of the synthetic fuel investments, also is useful for investors because it provides additional information for purposes of comparing our performance for such periods. For ~~2006,~~2007, reported EPS was ~~$2.12~~$2.29 per share including ~~synfuel~~ earnings from synthetic fuel investments, and ~~$2.10~~$2.21 per share excluding ~~synfuel earnings.~~them. As established by the Compensation Committee in early ~~2006,~~2007, the ~~PPP~~annual incentive goal for ~~2006~~2007 measured the EPS performance, excluding ~~synfuel earnings.~~earnings from synthetic fuel investments.

~~ROE adjustments — The following adjustments were made to~~

Actual performance exceeded the ~~business unit ROE goal~~target performance ~~due to system decisions that should not impact the employees of the affected business units.~~

~~Alabama Power Company — The 2006 reported ROE was 13.23%. ROE performance for PPP was 13.31%, due to an adjustment approved~~levels established by the Compensation Committee ~~to exclude the impact of New Source Review litigation that was settled during 2006. (See Note 3 to the Financial Statements for more information about the New Source Review settlement.)~~

Georgia Power Company — The 2006 reported ROE was 13.80%. ROE performance for PPP was 14.02%, due to an adjustment made to mitigate the ROE impact of the merger of Georgia Power Company and Savannah Electric and Power Company during 2006. This adjustment was approved by the Compensation Committee at the time the ROE goal for Georgia Power Company was established.

~~Pursuant to its discretion mentioned above, for superior individual performance~~ in ~~2006, the Compensation Committee increased~~early 2007; therefore, the payout levels also exceeded the target pay opportunities that were established. More information on how the target pay opportunities are established is provided under the section entitled “Market Data” in this CD&A.

The table below shows the pay opportunity set in early 2007 for ~~Messrs. Garrett~~the annual incentive payout at target-level performance and ~~Bowers by five percent of their base salaries.~~the actual payout based on the actual performance shown above. The actual ~~amount of this additional payout is~~target reported in the ~~Bonus column in the Summary Compensation Table.~~Grants of Plan-Based Awards Table may differ due to rounding.


	Target Annual		Actual Annual
Name	Incentive Opportunity		Incentive Payout


D. M. Ratcliffe	$	1,075,700	$	1,710,336

T. A. Fanning	$	463,000	$	733,923

M. D. Garrett	$	465,750	$	675,223

C. D. McCrary	$	475,500	$	774,728

G. E. Holland, Jr.	$	325,200	$	516,633

Stock Options

Stock options are granted annually and were granted in ~~2006~~2007 to the named executive officers and about ~~5,800~~6,300 other employees. Options have a10-year term, vest over a three-year period, fully vest upon retirement or termination of

employment following a ~~CIC~~change in control and expire at the earlier of five years from the date of retirement or the end of the10-year term.

Stock option award sizes for ~~2006~~2007 were calculated using guidelines set as a ~~dollar amount (for Mr. Ratcliffe) or a~~ percent of base salary, ~~(for the other named executive officers).~~as shown below. These guidelines, for all but Mr. Ratcliffe, are kept stable from year to year unless the market data indicates a clear need to change them. Mr. Ratcliffe’s guideline is reset by the Compensation Committee each year in their deliberations regarding his total pay package and is adjusted as necessary to remain competitive with the market data for total target ~~compensation.~~pay opportunities. In ~~2006,~~2007, the dollar amount was approximately ~~five percent~~3.5% greater than the amount in ~~2005.~~2006.

The number of options granted is the guideline amount divided by the ~~Company’s~~ average daily ~~stock~~Common Stock price for the ~~year~~12 months preceding the grant. This is done to mitigate volatility in the number of options granted from year to year and to provide a standard ~~formula used~~grant methodology.

The calculation of the 2007 stock option grants for the named executive officers is shown below.


									Number of Stock
									Options Granted
									(Guideline
					Guideline		Average Daily		Amount/Average
Name	Guideline%		Salary		Amount		Stock Price		Daily Stock Price)


D. M. Ratcliffe		1,703% of Salary	$	1,075,700	$	18,318,667	$	34.06		537,835

T. A. Fanning		550% of Salary	$	616,000	$	3,388,000	$	34.06		99,382

M. D. Garrett		550% of Salary	$	621,000	$	3,415,500	$	34.06		100,261

C. D. McCrary		550% of Salary	$	634,000	$	3,487,000	$	34.06		102,333

G. E. Holland, Jr.		475% of Salary	$	542,000	$	2,574,500	$	34.06		75,523

For Mr. Ratcliffe, the long-term incentive compensation pay opportunity is redetermined annually as discussed and shown under the section entitled “Market Data” in this CD&A. To determine Mr. Ratcliffe’s stock option grant, the value attributed to ~~determine~~stock options ($2,747,800 in 2007) was divided by the ~~size~~stock option value. The stock option value was 15% of ~~quarterly new-hire grants.~~the average daily stock price for the year preceding the grant (approximately $5.11 in 2007).

This calculation resulted in a grant of 537,835 stock options in 2007. More information about the stock option program is contained in the Grants of Plan-Based Awards Table and the information accompanying it.

~~PDP~~Performance Dividends

All option holders, ~~(about 5,800 employees),~~ including the named executive officers, can receive performance-based dividend equivalents on stock options held at the end of the year. Dividend equivalents can range from 0% to 100% of ~~our common stock~~the Common Stock dividend paid during the year per option held at the end of the year. Actual payout will depend on our ~~TSR~~total shareholder return over a four-year performance measurement period compared to a group of other electric and gas utility companies. The peer group is determined at the beginning of each four-year performance measurement period. The peer group varies from the “Market Data” peer group due to the timing and criteria of the peer selection process. The peer group for performance dividends is set by the Compensation Committee at the beginning of the four-year measurement period. However, despite these timing differences, there is substantial overlap in the companies included.

~~TSR~~

Total shareholder return is calculated by measuring the ending value of a hypothetical $100 invested in each company’s common stock at the beginning of each of 16 quarters.

No ~~PDP amounts~~performance dividends are paid if the Company’s earnings are not sufficient to fund a ~~common stock~~Common Stock dividend at least equal to that paid in the prior year.

~~2003-2006~~2007 Payout

The peer group used to determine the 2007 payout for the ~~2003-2006~~2004-2007 performance measurement period was made up of utilities with revenues of $2 billion or more with regulated revenues of 70% or more. Those companies are listed below.



Allegheny Energy, Inc.	~~Exelon Corporation~~	~~Progress Energy, Inc.~~
~~Alliant Energy Corporation~~	FirstEnergy Corporation	Public Service Enterprise Group
~~Ameren~~Alliant Energy Corporation	FPL Group, Inc.	Incorporated
~~American Electric Power Company, Inc.~~Ameren Corporation	NiSource Inc.	Puget Energy, Inc.
~~Avista Corporation~~American Electric Power Company, Inc.	Northeast Utilities	SCANA Corporation
~~Cinergy Corp.~~ Avista Corporation	NorthWestern Corporation	Sempra Energy
Consolidated Edison, Inc.	NSTAR	Sierra Pacific Resources
DTE Energy Company	OGE Energy Corp.	Westar Energy, Inc.
Energy East Corporation	Pepco Holdings, Inc.	Wisconsin Energy Corporation
Entergy Corporation	Pinnacle West Capital Corporation	Xcel Energy Inc.
Exelon Corporation	Progress Energy, Inc.

The scale below determined the percent of the full year’s dividend paid on each option held at December 31, ~~2006~~2007 based on performance during ~~2003-2006.~~the2004-2007 performance measurement period. Payout for performance between points was interpolated on a straight-line basis.


	Payout (% of A Full
Performance vs. Peer Group	Year’s Dividend Paid)

90th percentile or higher		~~100%~~100	%

50th percentile (Target)		~~50%~~50	%

10th percentile or lower		0%0	%

The above payout scale, when established in ~~2003,~~2004, paid 25% of the dividend at the 30th percentile and zero below that. The scale was extended to the 10th percentile on a straight-line basis by the Compensation Committee in October 2005 in order to avoid the earnings volatility and employee relations issues that the payout cliff created. ~~(About 5,800 employees receive PDP awards.)~~

~~TSR~~

Total shareholder return was calculated by measuring the ending value of a hypothetical $100 invested in each company’s stock at the beginning of each of 16 quarters.

For tax purposes, the Compensation Committee approved a scale of two times the scale shown above (as originally established) and used negative discretion to arrive at a payout commensurate with the scale shown.

The Company’s ~~TSR~~total shareholder return performance during the four-year period ending with ~~2006~~2007 was the ~~32nd~~39th percentile, resulting in a payout of ~~27.5%~~36% of the full year’s dividend, or ~~$0.42.~~$0.58. This figure was multiplied by each named executive officer’s outstanding stock options at December 31, ~~2006~~2007 to calculate the payout under the program. The amount paid is included in the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table.

~~2006-2009~~2010 Opportunity

The peer group for the2007-2010 performance measurement period ~~2006-2009~~(which will be used to determine the 2010 payout amount) is made up of utility companies with revenues of $1.2 billion or more with regulated revenues of approximately 60% or more. Those companies are listed below.

The guideline used to establish the peer group for the ~~2003-2006~~2004-2007 performance measurement period was somewhat different from that used in ~~2006~~2007 to establish the peer group for the ~~2006-2009~~2007-2010 performance measurement period. The guideline for inclusion in the peer group is reevaluated annually as needed to assist in identifying 25 to 30 companies similar to the

Company. While the guideline does vary somewhat, 2225 of the 29 companies in the peer group for the ~~2003-2006~~2004-2007 performance measurement period also were in the peer group established for the ~~2006-2009~~2007-2010 period.



Allegheny Energy, Inc.	Edison International	~~PG&E Corporation~~Progress Energy, Inc.
Alliant Energy Corporation	Energy East Corporation	~~Pinnacle West Capital Corporation~~Puget Energy, Inc.
Ameren Corporation	Entergy Corporation	~~Progress Energy, Inc.~~SCANA Corporation
American Electric Power Company, Inc.	Exelon Corporation	~~Puget~~Sempra Energy ~~Inc.~~
Aquila, Inc.	FPL Group, Inc.	~~SCANA Corporation~~Sierra Pacific Resources
~~Centerpoint Energy,~~Avista Corporation	Hawaiian Electric Industries, Inc.	~~KeySpan Corporation~~	~~Sempra~~TECO Energy, Inc.
~~Cinergy Corp.~~CenterPoint Energy, Inc.	NiSource Inc.	~~Sierra Pacific Resources~~UIL Holdings Corporation
CMS Energy Corporation	Northeast Utilities	~~Westar~~Unisource Energy ~~Inc.~~Corporation
Consolidated Edison, Inc.	NSTAR	~~Wisconsin Energy~~Vectren Corporation
DPL Inc.	Pepco Holdings, Inc.	Westar Energy, Inc.
DTE Energy Company	PG&E Corporation	Wisconsin Energy Corporation
Duke Energy Corporation	Pinnacle West Capital Corporation	Xcel Energy Inc.

The scale below will determine the percent of the full year’s dividend paid on each option held at December 31, ~~2009,~~2010, based on the2007-2010performance ~~during 2006-2009.~~measurement period. Payout for performance between points iswill be interpolated on a straight-line basis.


	Payout (% of a Full
Performance vs. Peer Group	Year’s Dividend Paid)


90th percentile or higher		~~100%~~100	%

50th percentile (Target)		~~50%~~50	%

10th percentile or lower		0%0	%

See the Grants of Plan-Based Awards Table and the accompanying information ~~following it~~ for more information about threshold, target and maximum payout opportunities for the ~~2006-2009 PDP.~~2007-2010 Performance Dividend Program.

Timing of Incentive Compensation

As discussed above, EPS and business unit financial performance goals for the ~~2006 PPP~~2007 annual incentive program were established at the February ~~2006~~2007 Compensation Committee meeting. Annual stock option grants also were made at that meeting. The establishment of incentive compensation goals and the granting of stock options were not timed with the release of non-public material information. This procedure was consistent with prior practices. Stock option grants are made to new hires or newly-eligible participants on preset, regular quarterly dates that were approved by the Compensation Committee. The exercise price of options granted to employees in ~~2006, and in all prior years,~~2007 was the ~~average~~closing price of the ~~high and low market price of our common stock~~Common Stock on the date of grant. Beginning with the grant made in February 2007, the exercise price is or will be no lower than the closing market price on the date of grant. The date of grant is the date the Compensation Committee approved the stock option awards or the last trading day prior to the approval date if the New York Stock Exchange is closed on the approval date.

Post-Employment Compensation

As mentioned above, we provide certain post-employment compensation to employees, including the named executive officers.

Retirement Benefits

Generally, all full-time employees of the Company, including the named executive officers, participate in our funded Pension Plan after completing one year of service. Normal retirement benefits become payable when participants both attain age 65 and complete five years of participation. We also provide unfunded benefits that count salary and short-term incentive pay that is ineligible to be counted under the Pension Plan. (These plans are the ~~SBP~~Supplemental Benefit Plan and the ~~SERP~~Supplemental Executive Retirement Plan that are mentioned in the chart ~~above.~~on page 22 of this CD&A.) See the Pension Benefits Table and the information accompanying it for more information about pension-related benefits.

The Company also provides the ~~DCP~~Deferred Compensation Plan which is an unfunded plan that permits participants to defer income as well as certain federal, state and local taxes until a specified date or their retirement, disability, death or other separation from service. Up to 50% of base salary and up to 100% of ~~PPP~~the annual incentive and ~~PDP~~performance dividends may be deferred, at the election of eligible employees. All of the named executive officers are eligible to participate in the ~~DCP.~~Deferred Compensation Plan. See the Nonqualified Deferred Compensation Table and the information accompanying it for more ~~for more~~ information about the ~~DCP.~~Deferred Compensation Plan.

Mr. Holland also has an agreement that increases his retirement benefits to a level as if he has additional years of service. Mr. Holland was hired by the Company after providing many years of service to the Company while associated with a law firm that represents the Company. The Company entered into this agreement with Mr. Holland as a hiring incentive. More information about this agreement is included in the Pension Benefits Table and the section entitled Potential Payments upon Termination or Change in Control.

~~CIC~~Change-in-Control Protections

~~Providing~~

The Compensation Committee approved thechange-in-control protection program in 1998. The program provides some level of severance benefits to all employees not part of a collective bargaining unit, if the conditions of the program are met, as described below. The Compensation Committee established this program and the levels of severance amount in order to provide certain compensatory protections to ~~senior~~ executives upon a ~~CIC allows~~change in control and thereby allow them to negotiate aggressively with a prospective purchaser. Providing such protections to our employees in general minimizes disruption during a pending or anticipated ~~CIC.~~change in control. For all participants, payment and vesting occur only upon the occurrence of both ~~a true CIC~~an actual change in control and loss of the individual’s position.

~~CIC~~

Change-in-control protections, including severance pay and, in some situations, vesting or payment of long-term incentive awards, are provided upon a ~~CIC~~change in control of the Company coupled with an involuntary termination not for “Cause” or a voluntary termination for “Good Reason.” This means there is a “double trigger” before severance benefits are paid;i.e.,there must be both a ~~CIC~~change in control and a termination of employment.

If the conditions described above are met, the named executive officers are entitled to severance payments equal to three times their base salary plus the annual incentive amount assuming target-level performance. Less than 20 officers of the Company are entitled to this level of severance payment. Most officers of the Company are entitled to severance payments equal to two times their base salary plus the annual incentive amount assuming target-level performance. These amounts are consistent with that provided by other companies of our size and in our industry and were established based on market data provided to the Compensation Committee from its compensation consultant.

More information about post-employment compensation, including severance arrangements under our ~~CIC~~change-in-control program, is included in the section entitled Potential Payments upon Termination or Change in Control.

Executive Stock Ownership Requirements

Effective January 1, 2006, the Compensation Committee adopted ~~stock~~Common Stock ownership requirements for officers of the Company and its subsidiaries that are in a position of Vice President or above. All of the named executive officers are covered by the requirements. The guidelines were implemented to further align the interest of officers and stockholders by promoting a long-term focus and long-term share ownership.

The types of ownership arrangements counted toward the requirements are shares owned outright, those held in Company-sponsored plans and Company ~~stock~~Common Stock accounts in the ~~DCP~~Deferred Compensation Plan and ~~SBP.~~the Supplemental Benefit Plan. One-third of vested Company stock options may be counted, but if so, the ownership target is doubled.

The requirements are expressed as a multiple of base salary as per the table below.


		Multiple of Salary without		Multiple of Salary Counting
Name		Counting Stock Options		1/3 of Vested Options


D. M. Ratcliffe			5 Times			10 Times

T. A Fanning		3 Times		6 Times

M. D. Garrett		3 Times			6 Times

C. D. McCrary			3 Times			6 Times


~~M. D. Garrett~~	G. E. Holland, Jr.		3 Times			6 Times

~~W. P. Bowers~~			~~3 Times~~			~~6 Times~~

Current officers have until September 30, 2011 to meet the applicable ownership requirement. Newly-elected officers will have five years to meet the applicable ownership requirement.

Impact of Accounting and Tax Treatments on Compensation

Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), limits the tax deductibility of each named executive officer’s compensation that exceeds $1 million per year unless the compensation is paid under a performance-based plan as defined in the Code and that has been approved by stockholders. The Company has obtained stockholder approval of the Omnibus Incentive Compensation Plan, under which all of our incentive compensation is paid. For tax purposes, in order to ensure that ~~PPP~~the annual incentive and ~~PDP~~performance dividend payouts are fully deductible under Section 162(m) of the Code, the Compensation Committee approved in February ~~2006~~2007 a formula that represented a maximum ~~PPP~~annual incentive amount payable (defined as 0.6% of the Company’s net income) and the maximum ~~2006-2009 PDP~~2010 performance dividend amount payable ~~(also defined as 0.6%~~for the2007-2010 performance measurement period (0.6% of the Company’s average net ~~income)~~income during2007-2010). In ~~2006,~~2007, the Compensation Committee used (for ~~PPP)~~annual incentive), or will use (for ~~PDP)~~performance dividends), negative discretion from those amounts to determine the actual payouts pursuant to the methodologies described above.

Because our policy is to maximize long-term stockholder value, as described fully in this CD&A, tax deductibility is not the only factor considered in setting compensation.

Policy on Recovery of Awards

The Company’s 2006 Omnibus Incentive Compensation Plan provides that, if the Company is required to prepare an accounting restatement due to material noncompliance as a result of misconduct, and if an executive knowingly or grossly negligently engaged in or failed to prevent the misconduct or is subject to automatic forfeiture under the Sarbanes-Oxley Act of 2002, the executive will reimburse the Company the amount of any payment in settlement of awards earned or accrued during the12-month period following the first public issuance or filing that was restated.

Company Policy Regarding Hedging the Economic Risk of Stock Ownership

The Company’s policy is that insiders, including outside directors, will not trade in Company options on the options market and will not engage in short sales.

COMPENSATION AND MANAGEMENT SUCCESSION COMMITTEE REPORT

The Compensation Committee met with management to review and discuss the CD&A. Based on such review and discussion, the Compensation Committee recommended to the Board of Directors that the CD&A be included in the Company’s Annual Report onForm 10-K covering the ~~2006~~2007 fiscal year and in this proxy statement. The Board of Directors approved that recommendation.

Members of the Committee:

~~Gerald~~

J. ~~St. Pé,~~Neal Purcell, Chair

~~Thomas F. Chapman~~Jon A. Boscia

H. William Habermeyer, Jr.

Donald M. James

~~William G. Smith, Jr.~~

SUMMARY COMPENSATION TABLE FOR ~~2006~~2007

The Summary Compensation Table shows the amount and type of compensation received or earned in 2006 and 2007 for the Chief Executive Officer, the Chief Financial Officer and the next three most highly-paid executive officers of the ~~Company.~~Company who served in 2007. Collectively, these five officers are referred to as the “named executive officers.”

Change in
Pension Value
and
Non-Equity Nonqualified
Incentive Deferred
Stock Option Plan Compensation All Other
Name and Principal Salary Bonus Awards Awards Compensation Earnings Compensation Total
Position Year ($) ($) ($) ($) ($) ($) ($) ($)
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)

David M. Ratcliffe
2006 1,028,471 — — 2,152,767 2,563,680 2,036,219 73,127 7,854,264
Chairman, President & CEO

Thomas A. Fanning
2006 583,011 — — 551,320 939,527 357,950 43,041 2,474,849
Executive Vice President, CFO & Treasurer

Michael D. Garrett
2006 575,100 29,288 — 391,843 967,002 880,636 47,183 2,891,052
President, Georgia Power Company

Charles D. McCrary
2006 609,407 — — 411,589 900,736 203,672 55,606 2,181,010
President, Alabama Power Company

W. Paul Bowers
2006 480,371 24,249 — 465,036 674,784 140,705 38,201 1,823,346
President, Southern Company Generation

~~Column (d)~~


													Change in
													Pension Value
													and
											Non-Equity		Nonqualified
											Incentive		Deferred
							Stock		Option		Plan		Compensation		All Other
Name and Principal			Salary		Bonus		Awards		Awards		Compensation		Earnings		Compensation		Total
Position	Year		($)		($)		($)		($)		($)		($)		($)		($)
(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)

David M. Ratcliffe		2007		1,068,268		—		—		2,215,880		2,901,883		4,683,305		88,585		10,957,921
Chairman, President & CEO		2006		1,028,471		—		—		2,152,767		2,563,680		2,036,219		73,127		7,854,264


Thomas A. Fanning		2007		610,624		—		—		520,341		954,988		814,123		43,658		2,943,734
Executive Vice President & COO		2006		583,011		—		—		551,320		939,527		357,950		43,041		2,474,849


Michael D. Garrett		2007		613,731		—		—		413,075		828,844		2,259,654		47,440		4,162,744
President, Georgia Power Company		2006		575,100		29,288		—		391,843		967,002		880,636		47,183		2,891,052


Charles D. McCrary		2007		629,961		—		—		421,612		983,174		1,156,038		58,132		3,248,917
President, Alabama Power Company		2006		609,407		—		—		411,589		900,736		203,672		55,606		2,181,010


G. Edison Holland, Jr.		2007		538,329		—		—		311,155		708,668		854,238		45,736		2,458,126
Executive Vice President & General Counsel		2006		522,709		—		—		303,755		806,198		256,730		41,564		1,930,956

The amounts reported in this column were for individual performance during 2006 by Messrs. Garrett and Bowers. These amounts were not based on achievement of pre-determined performance goals. Please see the CD&A for more information about the Compensation Committee’s discretion to make awards of up to 10% of an individual’s base salary. Payouts under the Company’s short- and long-term incentive compensation programs (PPP and PDP) are reported in column (g).

Column (e)

No equity-based compensation has been awarded to the named executive officers, ~~or any other employees of the Company,~~ other than ~~Stock Option Awards~~stock options awards which are reported in ~~column~~Column (f).

Column (f)

This column reports the dollar amounts recognized in 2006 and 2007, respectively, for financial statement reporting purposes ~~with respect to 2006~~ in accordance with Financial Accounting Standards Board Statement of Financial Accounting Standards No. 123 (revised 2004) (“FAS 123R”) disregarding any estimates of forfeitures relating to service-based vesting conditions. The assumptions used in calculating these amounts are discussed in Note 1 to the Financial Statements.

For ~~Messrs. Ratcliffe, Garrett and McCrary,~~all of the named executive officers except Mr. Fanning, the amounts shown equal the grant date fair value for the ~~2006~~2007 options granted in ~~2006,~~2007, as reported in the Grants of Plan-Based Awards Table, because these named executive officers ~~have been~~were retirement eligible ~~for several years~~during all of 2007 and therefore their options will vest in full upon termination. Accordingly, under

FAS 123R, the full grant date fair value of their option awards is expensed in the year of grant. However, for ~~Messrs.~~Mr. Fanning, ~~and Bowers,~~the amount expensed (and reported in this column) is greater than the amount reported ~~reflects~~in the ~~amounts expensed in 2006 attributable to the following stock option grants made in 2006 and in prior years~~Grants of Plan-Based Awards Table because ~~they were~~he did not become retirement eligible ~~on the grant dates.~~until 2007. Therefore, the grant date fair value for options granted to ~~Messrs.~~Mr. Fanning ~~and Bowers is amortized over the vesting period of each option. The grant date fair value for the grant made in 2006 is reported~~includes amounts attributable to earlier grants as shown in the ~~Grants of Plan-Based Awards Table.~~following table.

Amount Expensed Amount Expensed
in 2006 in 2006
(T. A. Fanning) (W. P. Bowers)
Grant Date ($) ($)

2003 6,232 6,801

2004 69,199 56,304

2005 152,829 121,735

2006 323,060 280,196

Total 551,320 465,036


	Amount Expensed
Grant Date	in 2007

2004		8,342

2005		29,728

2006		72,817

2007		409,454

Total		520,341

Column (g)

The amounts in this column are the aggregate of the payouts under the ~~PPP~~annual incentive program and the ~~PDP~~performance dividend program attributable to performance periods ending December 31, 2007 that are discussed in detail in the CD&A. The amounts paid under each program to the named executive officers are shown below:

PPP PDP Total
Name ($) ($) ($)

D. M. Ratcliffe 1,891,539 672,141 2,563,680

T. A. Fanning 807,777 131,750 939,527

M. D. Garrett 856,660 110,342 967,002

C. D. McCrary 729,090 171,646 900,736

W. P. Bowers 558,708 116,076 674,784


	Annual		Performance
	Incentive		Dividends		Total
Name	($)		($)		($)

D. M. Ratcliffe		1,710,336		1,191,547		2,901,883

T. A. Fanning		733,923		221,065		954,988

M. D. Garrett		675,223		153,621		828,844

C. D. McCrary		774,728		208,446		983,174

G. E. Holland, Jr.		516,633		192,035		708,668

Column (h)

This column reports the aggregate change in the actuarial present value of each named executive officer’s accumulated benefit under the Pension Plan and the supplemental pension plans (collectively, ~~the~~ “Pension Benefits”) ~~that are described more fully following~~during 2006 and 2007. The amount included for 2006 is the difference between the actuarial present values of the Pension Benefits ~~Table.~~

~~The amounts reported are earned through September 30, 2006 over the comparable amounts computed~~measured as of September 30, ~~2005.~~2005 and September 30, ~~was~~2006; the 2007 amount is the difference in the actuarial present values of the Pension Benefits measured as of September 30, 2006 and September 30, 2007. The Pension Benefits as of each measurement date are based on the named executive officer’s age, pay and service accruals and the plan provisions applicable as of the measurement date. The actuarial present values as of each measurement date ~~used~~reflect the assumptions the Company selected for Statement of Financial Accounting Standards No. 87, “Employers’ Accounting for Pensions” (“FAS 87”) cost purposes as of that measurement date; however, the ~~Company’s financial statement reporting purposes for fiscal years 2005~~named executive officers were assumed to remain employed at the Company until their benefits commence at the Pension Plans’ stated normal retirement date, generally age 65. As a result, the amounts in column (h) related to Pension Benefits represent the combined impact of several factors — growth in the named executive officer’s Pension Benefits over the measurement year; impact on the total present values of one year shorter discounting period due to the named executive officer being one year closer to normal retirement; impact on the total present values attributable to changes in assumptions from measurement date to measurement date; and ~~2006.~~ impact on the total present values attributable to plan changes between measurement dates.

For more information onabout the Pension Benefits and the assumptions used to calculate the actuarial present value of accumulated benefits as of September 30, ~~2006,~~2007, see the information following the Pension Benefits Table. The ~~amounts computed~~key differences between assumptions used for the actuarial present values of accumulated benefits calculations as of September 30, 2006 and September 30, 2007 follow:


	•	Discount rate was increased to 6.3% as of September 30, 2007 from 6.0% as of September 30, 2006.

	•	Unpaid incentives have been assumed to be 135% of target levels as of September 30, 2007; payments at 130% of target levels was assumed as of September 30, 2006.

The pension plans’ provisions were substantively the same as of September 30, 2005 ~~used~~and September 30, 2006. However, the ~~same assumptions except that~~present values of accumulated Pension Benefits as of September 30, 2007 reflect new provisions regarding the ~~discount rate used~~form and timing of payments from the supplemental pension plans. These changes bring those plans into compliance with Section 409A of the Code. The key change was ~~5.5% per year,~~to the ~~rate used~~form of payment. Instead of providing monthly payments for the lifetime of each named executive officer andhis/her spouse, these plans will pay the single sum value of those benefits for an average lifetime in 10 annual installments. Calculations of the present value of accumulated benefits calculations shown prior to September 30, 2007 reflect supplemental pension benefits being paid monthly for the lifetimes of named executive officers and their spouses. The 2007 change in pension value reported in column (h) for each named executive officer is greater than what it otherwise would have been due to the new form of payment. This new form of payment is described more fully in the ~~Company’s 2005 financial statements, rather than six percent per year.~~ information following the Pension Benefits Table.

The ~~discount rate~~following table shows how much each of the above-described factors contributed to the change in each named executive officer’s pension value during 2007. As described above, the change in the way supplemental pension benefits will be paid had the biggest impact; that change was ~~prompted by the pension accounting standards which require this assumption~~made in 2007 to be reselected each year based on fixed income investments’ market yields. The assumptions used to calculate the September 30, 2005 values differ from those used to derive pension obligations reportedcomply with Code Section 409A. It is a one-time adjustment in the ~~2005 financial statements in one respect: the obligations were calculated assuming that a portion~~value of ~~the~~accumulated pension benefits ~~would be paid out through~~to reflect the ~~purchase~~installment form of ~~a third-party annuity. That program has been eliminated~~payment instead of monthly payments over the lifetime of participants and ~~annuities were never purchased so that assumption was not used when computing~~their spouses. As shown below, the ~~benefit values above.~~changes in FAS 87 assumptions reduced pension values.


							One-Time
	Shorter				Change in		Code Section
	Discount		Additional		FAS 87		409A-Related		Total of
	Period		Pay/Service		Assumptions		Changes		All Factors
Name	($)		($)		($)		($)		($)

D. M. Ratcliffe		578,827		1,768,585		−490,491		2,789,380		4,646,301

T. A. Fanning		123,533		327,880		−159,249		517,406		809,570

M. D. Garrett		280,789		972,390		−257,341		1,254,990		2,250,828

C. D. McCrary		223,761		257,316		−207,212		876,634		1,150,499

G. E. Holland, Jr.		133,504		260,252		−136,496		579,031		836,291

This column also reports above-market earnings on deferred compensation. Above-market earnings are defined by the SEC as any amount above 120% of the applicable federal long-term rate as prescribed under Section 1274(d) of the Code.

Under the ~~DCP,~~Deferred Compensation Plan, eligible employees are permitted to defer up to 50% of their salary and 100% of payments under the ~~PPP~~annual incentive or ~~the PDP.~~performance dividend programs. The deferred amounts are then treated as if invested in one of two investment options — at the election of the participant. Amounts may be treated as if invested in the Company’s ~~common stock~~Common Stock (“Stock Equivalent Account”) or the prime interest rate as published in theWall Street Journalas the base rate on corporate loans posted as of the last business day of each month by at least 75% of the United States’ largest banks (“Prime Equivalent Account”).

The amounts invested in the Stock Equivalent Account are treated as if dividends are paid and reinvested at the same rate as that paid to the Company’s stockholders. That amount is not considered “above-market” as defined by the SEC.

In 2006 and 2007, the prime interest rate used in the Prime Equivalent Account exceeded 120% of the applicable long-term rate in effect at the measurement point under the SEC’s rules. Therefore, earnings that exceed the amount calculated at that rate are reported here. The range of interest rates under the Prime Equivalent Account was 7.25% to 8.25% in 2006 and 2007 and the applicable long-term rate was 7.14%.

The table below itemizes the amounts reported in this column.

Above-Market
Change in Earnings on Deferred
Pension Value Compensation Total
Name ($) ($) ($)

D. M. Ratcliffe 2,002,835 33,384 2,036,219

T. A. Fanning 353,902 4,048 357,950

M. D. Garrett 872,674 7,962 880,636

C. D. McCrary 198,676 4,996 203,672

W. P. Bowers 136,681 4,024 140,705


					Above-Market
			Change in		Earnings on Deferred
			Pension Value		Compensation		Total
Name	Year		($)		($)		($)

D. M. Ratcliffe		2007		4,646,301		37,004		4,683,305
		2006		2,002,835		33,384		2,036,219

T. A. Fanning		2007		809,570		4,553		814,123
		2006		353,902		4,048		357,950

M. D. Garrett		2007		2,250,828		8,826		2,259,654
		2006		872,674		7,962		880,636

C. D. McCrary		2007		1,150,499		5,539		1,156,038
		2006		198,676		4,996		203,672

G. E. Holland, Jr.		2007		836,291		17,947		854,238
		2006		240,600		16,130		256,730

Column (i)

This column reports the following items: perquisites; tax reimbursements by the Company on certain perquisites; Company contributions in ~~2006~~2007 to the Southern Company Employee Savings Plan ~~(the “ESP”~~(“ESP”), which is a tax-qualified defined contribution plan intended to meet requirements of Section 401(k) of the Code, and contributions in ~~2006~~2007 under the Southern Company Supplemental Benefit Plan (Non-Pension Related) ~~(the “SBP-N”~~(“SBP”). The ~~SBP-N~~SBP is described more fully in the information following the Nonqualified Deferred Compensation Table.

The amounts reported for 2007 are itemized below.

Tax
Perquisites Reimbursements ESP SBP-N Total
Name ($) ($) ($) ($) ($)

D. M. Ratcliffe 18,419 7,467 9,213 38,028 73,127

T. A. Fanning 11,050 5,335 9,381 17,275 43,041

M. D. Garrett 10,437 10,326 9,900 16,520 47,183

C. D. McCrary 14,673 12,942 8,498 19,493 55,606

W. P. Bowers 7,728 8,528 9,746 12,199 38,201


			Tax
	Perquisites		Reimbursements		ESP		SBP		Total
Name	($)		($)		($)		($)		($)

D. M. Ratcliffe		19,118		14,986		10,834		43,647		88,585

T. A. Fanning		7,434		5,510		11,047		19,667		43,658

M. D. Garrett		8,842		7,298		11,475		19,825		47,440

C. D. McCrary		14,535		13,020		9,924		20,653		58,132

G. E. Holland, Jr.		9,546		9,243		10,967		15,980		45,736

Description of Perquisites

Personal Financial Planningis provided for most officers of the Company, including all of the named executive officers. The Company pays for the services of the financial planner on behalf of the officers, up to a maximum amount of ~~$7,000~~$8,700 per year, after the initial year that the benefit is first provided. The Company also provides a five-year allowance of $6,000 for estate planning and tax return preparation fees. The full cost paid by the Company in ~~2006~~2007 is reported here.

Home Security Monitoringis provided by the Company’s security personnel. The amount of the benefit reported here represents the incremental cost of the Company-provided monitoring. The incremental cost is the full cost of providing security monitoring at Company-owned facilities and covered employees’ residences divided by the number of security systems monitored.

Personal Use of Company-Provided Club Memberships. The Company provides club memberships to certain officers, including all of the named executive officers. The memberships are provided for business use; however, personal use is permitted. The amount included reflects the pro-rata portion of the membership fees paid by the Company that are attributable to the named executive officers’ personal use. Direct costs associated with any personal use, such as meals, are paid for or reimbursed by the employee and therefore are not included.

Personal Use of Corporate-Owned Aircraft. The Company owns aircraft that are used to facilitate business travel.

All flights on ~~Company-owned~~these aircraft must have a business purpose, except ~~Mr. Ratcliffe may~~under very limited circumstances. There was no such personal use the aircraft for personal travel if approved in advance by a member of the Compensation Committee. In 2006, one personal trip was approved so that he could attend a business meeting in Atlanta and meet a personal commitment later the same day in another city. The amount included reflects the incremental cost of that flight, including the cost of returning the aircraft to its departure location. The amount calculated is based on the variable operating costs to the Company of the specific flight, principally fuel costs. Fixed costs which do not change based on usage, such as pilot salaries and the cost of maintenance not related to the trip, are excluded. Also, ifduring 2007. If seating is available, the Company permits a spouse or other family member to accompany an employee on a flight. However, because in such cases the aircraft is being used for a business purpose, there is no incremental cost associated with the spousal travel and no amounts are included for such travel. Any additional expenses incurred that are related to spousal travel, are included.

Other Miscellaneous Perquisites. The amount included reflects the full cost to the Company of providing the following items: personal use of Company-provided tickets for sporting and other entertainment events and gifts distributed to and activities provided to attendees at Company-sponsored events.

GRANTS OF PLAN-BASED AWARDS ~~MADE~~ IN ~~2006~~2007

The Grants of Plan-Based Awards Table provides information on stock option grants made and goals established for future payouts under the Company’s incentive compensation programs during ~~2006~~2007 by the Compensation Committee. In this table, the annual incentive and the performance dividend amounts are referred to as “PPP” and “PDP”, respectively.

Estimated Possible Payouts
Under Non-Equity Incentive All Other Option Closing Price on Grant Date
Plan Awards Awards: Number of Exercise or Last Trading Fair Value of
Securities Base Price of Date Prior to Stock and
Grant Threshold Target Maximum Underlying Options Option Awards Grant Date Option Awards
Name Date $ ($) ($) (#) ($/Sh) ($/Sh) ($)
(a) (b) (c) (d) (e) (f) (g) (h) (i)

D. M. Ratcliffe
2/20/2006 PPP 233,844 1,039,307 2,286,475
PDP 122,826 1,228,259 2,456,516 518,739 33.81 33.86 2,152,767

T. A. Fanning
2/20/2006 PPP 99,863 443,834 976,435
PDP 24,076 240,757 481,514 95,392 33.81 33.86 395,877

M. D. Garrett
2/20/2006 PPP 98,845 439,313 966,489
PDP 20,164 201,636 403,272 94,420 33.81 33.86 391,843

C. D. McCrary
2/20/2006 PPP 103,826 461,450 1,015,190
PDP 31,366 313,663 627,325 99,178 33.81 33.86 411,589

W. P. Bowers
2/20/2006 PPP 65,474 290,994 640,187
PDP 21,212 212,116 424,231 67,517 33.81 33.86 280,196


										All Other
										Option				Grant Date
										Awards:				Fair
										Number of				Value of
										Securities		Exercise or		Stock and
										Underlying		Base Price of		Option
	Grant			Threshold		Target		Maximum		Options		Option Awards		Awards
Name	Date			$		($)		($)		(#)		($/Sh)		($)
(a)	(b)			(c)		(d)		(e)		(f)		(g)		(h)

D. M. Ratcliffe		2/19/2007	PPP		242,029		1,075,683		2,366,503		537,835		36.42		2,215,880
		2/19/2007	PDP		163,838		1,638,377		3,276,754


T. A. Fanning		2/19/2007	PPP		103,857		461,587		1,015,491		99,382		36.42		409,454
		2/19/2007	PDP		30,396		303,964		607,928


M. D. Garrett		2/19/2007	PPP		104,776		465,671		1,024,476		100,261		36.42		413,075
		2/19/2007	PDP		21,123		211,228		422,456


C. D. McCrary		2/19/2007	PPP		106,941		475,293		1,045,645		102,333		36.42		421,612
		2/19/2007	PDP		28,661		286,613		573,225


G. E. Holland, Jr.		2/19/2007	PPP		73,109		324,927		714,839		75,523		36.42		311,155
		2/19/2007	PDP		26,405		264,047		528,095

Columns (c), (d) and (e)

The amounts reported as PPP reflect the amounts established by the Compensation Committee in early ~~2006~~2007 to be paid for certain levels of performance as of December 31, ~~2006~~2007 under the ~~PPP,~~annual incentive program, the Company’s short-term incentive program. The Compensation Committee assigns each named executive officer a target incentive opportunity, expressed as a percentage of base salary, that is paid for target-level performance under the ~~PPP.~~annual incentive program. The target incentive opportunities established for the named executive officers for ~~2006~~2007 performance was 100% for Mr. Ratcliffe, 75% for Messrs. Fanning, Garrett and McCrary and 60% for Mr. ~~Bowers.~~Holland. The payout for threshold performance was set at 0.225 times the target incentive opportunity and the maximum amount payable was set at 2.20 times the target. The amount paid to each named executive officer under the ~~PPP~~annual incentive program for actual ~~2006~~2007 performance is included in the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table and is itemized in the notes following that table. More information about the ~~PPP,~~annual incentive program, including the applicable performance criteria established by the Compensation Committee, is provided in the CD&A.

The Company also has a long-term incentive program, the ~~PDP,~~performance dividend program, that pays performance-based dividend equivalents based on the Company’s ~~TSR~~total shareholder return compared with the ~~TSR~~total shareholder return of its peer companies over a four-year performance measurement period. The Compensation Committee establishes the level of payout for prescribed levels of performance over the measurement period.

In February ~~2006,~~2007, the Compensation Committee established the ~~PDP~~performance dividend program goal for the four-year performance measurement period beginning on January 1, ~~2006~~2007 and ending on December 31, ~~2009.~~2010. The amount earned in 2010 based on performance over that four-year performance measurement period will be paid following the end of the period. However, no amount is earned and paid unless the Compensation Committee approves the payment at the beginning of the final year of the performance measurement period. Also, nothing is earned unless the Company’s earnings are sufficient to fund ~~the Company’s common stock~~a Common Stock dividend at the same level asor higher than the prior year.

The ~~PDP~~performance dividend program pays to all option holders a percentage of the ~~Company’s common stock~~Common Stock dividend paid to stockholders in the last year of the performance measurement period. It can range from ~~approximately~~less than five percent for performance above the 10th percentile compared with the performance of the peer companies to 100% of the dividend if the Company’s ~~TSR~~total shareholder return is at or above the 90th percentile. That amount is then paid per option held at the end of the four-year period. The amount, if any, ultimately paid to the option holders, including the named executive officers, at the end of the ~~2006~~last year of the 2007 – ~~2009~~2010 performance measurement period will be based on (1) the Company’s ~~TSR~~ total shareholder return

compared to that of its peer companies as of December 31, ~~2009,~~2010, (2) the actual dividend paid in ~~2009~~2010 to our stockholders, if any, and (3) the number of options held by the named executive officers on December 31, ~~2009.~~2010.

The number of options held on December 31, ~~2009~~2010 will be affected by the number of additional options granted to the named executive officers prior to December 31, ~~2009,~~2010, if any, and the number of options exercised by the named executive officers prior to December 31, ~~2009,~~2010, if any. None of these components necessary to calculate the range of payout under the ~~PDP~~performance dividend program for the ~~2006-2009~~2007 – 2010 performance measurement period is known at the time the goal is established.

The amounts reported as PDP in columns (c), (d) and (e) were calculated based on the number of options held by the named executive officers on December 31, ~~2006,~~2007, as reported in columns (b) and (c) of the Outstanding Equity Awards at Fiscal Year-End Table and the ~~Company’s common stock~~Common Stock dividend of ~~$1.535~~$1.595 per share paid to stockholders in ~~2006.~~2007. These factors are itemized below.

Stock Options Performance Dividend Performance Dividend Performance Dividend
Held as of Equivalent Per Option Equivalent Per Option Per Option Paid at
December 31, Paid at Threshold Paid at Target Maximum
2006 Performance Performance Performance
Name (#) ($) ($) ($)

D. M. Ratcliffe 1,600,336 0.07675 0.7675 1.535

T. A. Fanning    313,690 0.07675 0.7675 1.535

M. D. Garrett    262,718 0.07675 0.7675 1.535

C. D. McCrary    408,681 0.07675 0.7675 1.535

W. P. Bowers    276,372 0.07675 0.7675 1.535


	Stock Options		Performance Dividend		Performance Dividend		Performance Dividend
	Held as of		Per Option		Per Option		Per Option Paid at
	December 31,		Paid at Threshold		Paid at Target		Maximum
	2007		Performance		Performance		Performance
Name	(#)		($)		($)		($)

D. M. Ratcliffe		2,054,391		0.07975		0.7975		1.595

T. A. Fanning		381,146		0.07975		0.7975		1.595

M. D. Garrett		264,863		0.07975		0.7975		1.595

C. D. McCrary		359,389		0.07975		0.7975		1.595

G. E. Holland, Jr.		331,094		0.07975		0.7975		1.595

More information about the ~~PDP~~performance dividend program is provided in the CD&A.

Columns (f), and (g) ~~and (h)~~

The stock options vest at the rate of one-third per year, on the anniversary date of the grant. Also, grants fully vest upon termination as a result of death, total disability or retirement and expire five years after retirement, three years after death or total disability, or their normal expiration date if earlier. Please see Potential Payments upon Termination or Change in Control below for more information about the treatment of stock options under different termination and ~~CIC~~change-in-control events.

The Compensation Committee granted these stock options to the named executive officers at its regularly scheduled meeting on February ~~20, 2006. February 20, 2006~~19, 2007. The grant date was a holiday (Presidents’ Day) and the New York Stock Exchange was closed. Therefore, under the terms of the Omnibus Incentive Compensation Plan, the exercise price was ~~determined as of~~the closing price ($36.42 per share) on the last trading day prior to the grant ~~date. As has been the long-standing practice of the Compensation Committee, the exercise price was set at the average of the high and the low price on that~~ date ~~($33.81 per share),~~ which was ~~five cents lower than the closing price on that date ($33.86 per share).~~February 16, 2007.

Column ~~(i)~~(h)

The value of stock options granted in ~~2006 were~~2007 was derived using the Black-Scholes stock option pricing model. The assumptions used in calculating these amounts are discussed in Note 1 to the Financial Statements.

OUTSTANDING EQUITY AWARDS AT ~~2006~~2007 FISCAL YEAR-END

This table provides information pertaining to all outstanding stock options held by the named executive officers as of December 31, ~~2006.~~2007.

Option Awards Stock Awards

Equity
Incentive
Plan
Equity Awards:
Equity Incentive Market or
Incentive Plan Payout Value
Plan Market Awards: of Unearned
Awards: Number of Value Number of Shares,
Number of Number of Number of Shares or of Shares Unearned Units
Securities Securities Securities Units of or Units Shares, or Other
Underlying Underlying Underlying Stock of Stock Units or Rights
Unexercised Unexercised Unexercised Option That That Have Other Rights That Have
Options Options Unearned Exercise Option Have Not Not That Have Not
(#) (#) Options Price Expiration Vested Vested Not Vested Vested
Name Exercisable Unexercisable (#) ($) Date (#) ($) (#) ($)

D. M. Ratcliffe
92,521 0 — 25.26 02/15/2012 — — — —
83,780 0 27.975 02/14/2013
54,843 27,422 29.50 02/13/2014
182,021 91,010 29.315 08/02/2014
183,334 366,666 32.70 02/18/2015
0 518,739 33.81 02/02/2016

T. A. Fanning
31,126 0 — 25.26 02/15/2012 — — — —
42,314 0 27.975 02/14/2013
42,143 21,072 29.50 02/13/2014
26,948 53,895 32.70 02/18/2015
0 95,392 33.81 02/02/2016

M. D. Garrett
36,314 0 — 27.975 02/14/2013 — — — —
35,613 17,806 29.50 02/13/2014
26,189 52,376 32.70 02/18/2015
0 94,420 33.81 02/02/2016

C. D. McCrary
79,571 0 — 25.26 02/15/2012 — — — —
72,054 0 27.975 02/14/2013
47,616 23,808 29.50 02/13/2014
28,818 57,636 32.70 02/18/2015
0 99,178 33.81 02/02/2016

W. P. Bowers
50,046 0 — 25.26 02/15/2012 — — — —
46,181 0 27.975 02/14/2013
34,701 17,351 29.50 02/13/2014
20,192 40,384 32.70 02/18/2015
0 67,517 33.81 02/02/2016


								Stock Awards
											Equity
											Incentive
											Plan
	Option Awards									Equity	Awards:
					Equity					Incentive	Market or
					Incentive					Plan	Payout Value
					Plan				Market	Awards:	of Unearned
					Awards:			Number of	Value	Number of	Shares,
	Number of		Number of		Number of			Shares or	of Shares	Unearned	Units
	Securities		Securities		Securities			Units of	or Units	Shares,	or Other
	Underlying		Underlying		Underlying			Stock	of Stock	Units or	Rights
	Unexercised		Unexercised		Unexercised	Option		That	That Have	Other Rights	That Have
	Options		Options		Unearned	Exercise	Option	Have Not	Not	That Have	Not
	Exercisable		Unexercisable		Options	Price	Expiration	Vested	Vested	Not Vested	Vested
Name	(#)		(#)		(#)	($)	Date	(#)	($)	(#)	($)
(a)	(b)		(c)		(d)	(e)	(f)	(g)	(h)	(i)	(j)


D. M. Ratcliffe		92,521		0	—	25.26	02/15/2012	—	—	—	—
		82,265		0		29.50	02/13/2014
		273,031		0		29.315	08/02/2014
		366,667		183,333		32.70	02/18/2015
		172,913		345,826		33.81	02/20/2016
		0		537,835		36.42	02/19/2017


T. A. Fanning		42,314		0	—	27.975	02/14/2013	—	—	—	—
		63,215		0		29.50	02/13/2014
		53,895		26,948		32.70	02/18/2015
		31,798		63,594		33.81	02/20/2016
		0		99,382		36.42	02/19/2017


M. D. Garrett		17,806		0	—	29.50	02/13/2014	—	—	—	—
		26,188		26,188		32.70	02/18/2015
		31,474		62,946		33.81	02/20/2016
		0		100,261		36.42	02/19/2017


C. D. McCrary		71,424		0	—	29.50	02/13/2014	—	—	—	—
		57,636		28,818		32.70	02/18/2015
		33,060		66,118		33.81	02/20/2016
		0		102,333		36.42	02/19/2017


G. E. Holland, Jr.		48,992		0	—	27.975	02/14/2013	—	—	—	—
		58,072		0		29.50	02/13/2014
		50,209		25,104		32.70	02/18/2015
		24,398		48,796		33.81	02/20/2016
		0		75,523		36.42	02/19/2017

Stock options vest one-third per year on the anniversary of the grant date. Options granted infrom 2002 ~~and 2003,~~through 2004, with an expiration date infrom 2012 ~~and 2013, respectively,~~through 2014 were fully vested as of December 31, ~~2006.~~2007. The options granted in ~~2004,~~ 2005, 2006 and ~~2006~~2007 become fully vested as shown below.


Expiration Date		Date Fully Vested

~~February 13, 2014~~		~~February 13, 2007~~

~~August 2, 2014~~		~~August 2, 2007~~

February 18, 2015		February 18, 2008

February 20, 2016		February 20, 2009

February 19, 2017		February 19, 2010

Only Mr. Ratcliffe received a stock option grant in August 2004. This grant was made by the Compensation Committee and was effective after he was named Chief Executive Officer and represented a significant portion of the increase in his compensation in 2004 upon assuming that position.

Options also fully vest upon death, total disability or retirement and expire three years following death or total disability or five years following retirement, or on the original expiration date if earlier. Please see the section entitled Potential Payments ~~Upon~~

upon Termination or Change in Control for more information about the treatment of stock options under different termination and ~~CIC~~change-in-control events.

OPTION EXERCISES AND STOCK VESTED IN FISCAL ~~2006~~2007

This table reports the number of shares acquired upon the exercise of stock options during 2007 and the value realized based on the difference in the exercise price over the market price on the exercise date. None of the named executive officers ~~exercised stock options in 2006.~~received Stock Awards.


	Option Awards				Stock Awards
	Number of Shares				Number of Shares
	Acquired on		Value Realized on		Acquired on	Value Realized on
	Exercise		Exercise		Vesting	Vesting
Name	(#)		($)		(#)	($)
(a)	(b)		(c)		(d)	(e)


D. M. Ratcliffe		83,780		881,785	0	0

T. A. Fanning		31,926		352,785	0	0

M. D. Garrett		98,116		782,764	0	0

C. D. McCrary		151,625		1,736,758	0	0

G. E. Holland, Jr.		54,624		698,679	0	0

PENSION BENEFITS AND VALUES AT ~~2006~~2007 FISCAL YEAR-END


		Number of		Present Value of		Payments
		Years Credited		Accumulated		During
		Service		Benefit		Last Fiscal Year
Name	Plan Name	(#)		($)		($)
(a)	(b)	(c)		(d)		(e)


D. M. Ratcliffe	Pension Plan		35.75		864,119	—
	Supplemental Benefit Plan (Pension-Related)		35.75		10,247,552	—
	Supplemental Executive Retirement Plan		35.75		3,181,744	—
	Supplemental Pension Agreement		0.00		0

T. A. Fanning	Pension Plan		25.92		377,260	—
	Supplemental Benefit Plan (Pension-Related)		25.92		1,875,824	—
	Supplemental Executive Retirement Plan		25.92		615,370	—
	Supplemental Pension Agreement		0.00		0

M. D. Garrett	Pension Plan		38.67		888,676	—
	Supplemental Benefit Plan (Pension-Related)		38.67		4,545,023	—
	Supplemental Executive Retirement Plan		38.67		1,496,956	—
	Supplemental Pension Agreement		0.00		0

C. D. McCrary	Pension Plan		32.92		659,324	—
	Supplemental Benefit Plan (Pension-Related)		32.92		3,194,145	—
	Supplemental Executive Retirement Plan		32.92		1,026,375	—
	Supplemental Pension Agreement		0.00		0

G. E. Holland, Jr.	Pension Plan		14.67		273,463	—
	Supplemental Benefit Plan (Pension-Related)		14.67		1,020,878	—
	Supplemental Executive Retirement Plan		14.67		332,839	—
	Supplemental Pension Agreement		12.25		1,434,192

Number of Present Value of Payments
Years Credited Accumulated During
Service Benefit Last Fiscal Year
Name Plan Name (#) ($) ($)
(a) (b) (c) (d) (e)

D. M. Ratcliffe
Pension Plan 34.75 802,103 —
SBP-P 34.75 6,683,107 —
SERP 34.75 2,161,904 —

T. A. Fanning
Pension Plan 24.92 355,044 —
SBP-P 24.92 1,281,720 —
SERP 24.92 422,160 —

M. D. Garrett
Pension Plan 37.67 828,741 —
SBP-P 37.67 2,875,057 —
SERP 37.67 976,029 —

C. D. McCrary
Pension Plan 31.92 616,547 —
SBP-P 31.92 2,355,184 —
SERP 31.92 757,614 —

W. P. Bowers
Pension Plan 26.58 384,344 —
SBP-P 26.58 976,621 —
SERP 26.58 335,195 —

The named executive officers earn ~~Company-paid~~employer-paid pension benefits from three ~~integrated~~coordinated retirement plans. The Company also has an individual agreement with Mr. Holland that provides additional pension benefits. More information about pension benefits is ~~provided~~described in the CD&A.

The Pension Plan

The Pension Plan is a tax-qualified, funded ~~tax-qualified~~ plan. It is the Company’s primary retirement plan. Generally, all full-time employees participate in this ~~funded plan after one year of service.~~plan. Normal retirement benefits become payable when participants both attain age 65 and complete five years of participation. The plan benefit equals the greater of amounts computed using a “1.7% offset formula” and a “1.25% ~~formula,”~~formula” as described below. Benefits are limited to a statutory maximum.

The 1.7% offset formula amount equals 1.7% of final average ~~base rate of~~ pay times years of ~~credited service~~participation less an offset related to Social Security benefits. The offset equals a service ratio times 50% of the anticipated Social Security benefits in excess of $4,200. The service ratio adjusts the offset for the portion of a full career that a participant has worked. ~~To determine final average base rate~~The highest three rates of pay ~~for this formula, an amount is associated with each~~out of ~~the~~a participant’s last 10 calendar years of ~~a participant’s~~ service ~~and the three largest amounts~~ are ~~averaged.~~averaged to derive final average pay. The ~~amount associated with each calendar year~~pay considered for this formula is the ~~participant’s highest~~ base ~~salary~~ rate ~~during the calendar year~~of pay reduced for any voluntary ~~deferrals under the DCP.~~deferrals. A statutory limit restricts the amount considered each year; the limit for ~~2006~~2007 was ~~$220,000.~~$225,000.

The 1.25% formula amount equals 1.25% of final average pay ~~level~~ times years of ~~credited service.~~participation. For this formula, the final average pay computation is the same as ~~described~~ above, ~~for the 1.7% offset formula,~~ but ~~PPP amounts~~annual cash incentives paid during each ~~calendar~~ year are added to the base rates of pay.

Early retirement benefits become payable once plan participants have during employment both attained age 50 and completed 10 years of ~~credited service.~~participation. Participants who retire early from active service receive benefits equal to the amounts computed using the same formulas employed at normal retirement. However, a 0.3% reduction applies for each month (3.6% for each year) prior to normal retirement that participants elect to have their benefit payments commence. For example, 64% of the formula benefits are payable starting at age 55. AsAll of ~~December 31, 2006, all~~ the named executive officers ~~except Mr. Fanning, were~~are eligible to retire immediately.

The Pension Plan’s benefit formulas produce amounts payable monthly over a participant’s post-retirement lifetime. At retirement, plan participants can choose to receive their benefits in one of ~~six~~seven alternative forms of payment. All ~~six~~ forms pay benefits monthly over the lifetime of the retiree or the joint lifetimes of the retiree and a spouse. A reduction applies if a retiring participant chooses a payment form other than a single life ~~annuity which provides equal payments over a participant’s post-retirement life.~~annuity. The reduction makes the value of the benefits paid in the form chosen comparable to what it would have been if benefits were paid as a single life ~~annuity.~~annuity over the retiree’s life.

Participants vest in the Pension Plan ~~benefits~~ after completing five years of service. All the named executive officers are vested in their Pension Plan benefits. Participants who terminate employment after vesting ~~are entitled to a pension benefit commencing at age 65. Vested participants who earn 10 or more years of credited service~~ can elect to have their pension benefits commencing at age 50 if they participated in the Pension Plan ~~benefits commence as early as age 50.~~for 10 years. If such an election is made, the early retirement reductions that apply are actuarially determined factors and are larger than 0.3% per month.

If a ~~vested~~ participant dies while actively employed, benefits will be paid to a surviving spouse. A survivor’s benefit equals 45% of the monthly benefit that the participant had earned before his or her death. Payments to a surviving spouse of a participant who ~~attained age 50 prior to death~~could have retired will begin ~~receiving benefits immediately; otherwise,~~immediately. Payments to a survivor ~~payments~~of a participant who was not retirement eligible will begin when the deceased participant would have attained age 50. After commencing, survivor benefits are payable monthly for the remainder of a survivor’s life. Participants who are ~~age 50 or older~~eligible for early retirement may opt to have an 80%~~, instead of 45%,~~ survivor benefit paid if they die; however, there is a charge associated with this election. ~~Surviving spouses of vested participants who have terminated employment and not yet elected to start receiving benefits, receive smaller benefits.~~

If ~~vested~~ participants become totally disabled, periods that Social Security ~~Disability Income~~ or ~~Company~~employer-provided disability income benefits are paid will count as service for benefit calculation purposes. The crediting of this additional service ceases at the point a disabled participant ~~dies, stops receiving disability income benefits or~~ elects to commence retirement payments. Outside of the extra service crediting, the normal plan provisions apply to disabled participants.

~~SBP-Pension Related (the “SBP-P”)~~

The ~~same~~Southern Company Supplemental Benefit Plan that provides for deferred compensation related to contributions the Company can not make to the ESP due to various limits under the Code also provides for a supplemental defined benefit pension. Please see the description of the non-pension component of the SBP following the Nonqualified Deferred Compensation Table. (Pension-Related) (“SBP-P”)

The SBP-P is an unfunded retirement plan that is not ~~tax qualified.~~tax-qualified. This plan ~~pays more highly compensated~~provides high-paid employees ~~including each of the named executive officers,~~any benefits that ~~equal~~ the ~~excess of what their~~ Pension Plan ~~benefits would be if~~cannot pay due to statutory ~~compensation/~~pay/benefit limits and voluntary pay ~~deferrals under the DCP were ignored over what their Pension Plan benefits actually are. In 2006, the form of payment election made for Pension Plan benefits also applies to SBP-P benefits.~~deferrals. The SBP-P’s vesting, early retirement ~~survivor benefit~~ and disability provisions mirror those of the Pension Plan.

The amounts paid by the SBP-P are based on the additional monthly benefit that the Pension Plan would pay if the statutory limits and pay deferrals were ignored. When an SBP-P participant separates from service, vested monthly benefits provided by the benefit formulas are converted into a single sum value. It equals the present value of what would have been paid monthly for an actuarially determined average post-retirement lifetime. The discount rate used in the calculation is based on the30-year Treasury yields for the September preceding the calendar year of separation, but not more than six percent. Vested participants terminating prior to becoming eligible to retire will be paid their single sum value as of September 1 following the calendar of separation. If the terminating participant is retirement eligible, the single sum value will be paid in 10 annual installments starting shortly after separation. The unpaid balance of a retiree’s single sum will be credited with interest at the prime rate published in The Wall Street Journal. If the separating participant is a “key man” under Section 409A of the Code, the first installment will be delayed for six months after the date of separation.

If an SBP-P participant dies after becoming vested in the Pension Plan, the spouse of the deceased participant will receive the installments the participant would have been paid upon retirement. If a vested participant’s death occurs prior to age 50, the installments will be paid to a survivor as if the participant had survived to age 50.

~~SERP~~The Southern Company Supplemental Executive Retirement Plan (“SERP”)

The SERP is also is an unfunded retirement plan that is not ~~tax qualified.~~tax-qualified. This plan provides ~~more highly compensated~~to high-paid employees ~~including each of the named executive officers,~~ additional benefits that the Pension Plan and the SBP-P would pay if the 1.7% offset formula calculations reflected a portion of annual cash ~~incentives under the PPP.~~incentives. To derive the SERP benefits, a final average pay is determined reflecting participants’ base ~~salary level~~rates of pay and their ~~payouts under the PPP~~incentives to the extent ~~such PPP payouts~~they exceed 15% of those base ~~salary levels~~rates (ignoring statutory limits and ~~voluntary~~ pay ~~deferrals under the DCP)~~deferrals). This final average pay is used in the 1.7% offset formula to derive a gross benefit. The Pension Plan and the SBP-P benefits are subtracted from the gross benefit to calculate the SERP ~~benefit payable. In 2006, the form of payment election made~~

~~for Pension Plan benefits also applies to SERP benefits.~~benefit. The SERP’s early retirement, survivor benefit and disability provisions ~~match~~mirror the ~~Pension Plan’s~~SBP-P’s provisions. However, except upon a change in control, SERP benefits do not vest until participants retire, so no benefits are paid if a participant terminates prior to becoming eligible to retire.

~~Changes Effective~~Supplemental Pension Agreements (“SPA”)

An SPA is an individual agreement providing for additional pension benefits. These agreements provide certain executives the benefits that Southern’s other three pension plans would pay if the participant had worked additional years. These agreements are usually entered into on an as-needed basis to attract and retain executives. The number of additional years of service is most often based on periods of relevant employment with another company. For example, service may be awarded for employment with an accounting or law firm. The Company is in ~~2007 to~~ the process of amending each SPA so that benefits will be paid in the same form and at the same time as SBP-P ~~and~~benefits. All information has been shown as if this amendment process had been completed. Mr. Holland is the ~~SERP~~

In early 2007, changes were made to the SBP-P and the SERP to comply with Code Section 409A. One of the changes made affects the form of payment for the SBP-P and the SERP. Participants will elect to receive a lifetime of monthly benefits, as is currently provided for, or the single-sum value of those monthly payments for an average lifetime paid out in 10 annual installments.

~~Description of Assumptions in Calculating Present Value of Accumulated Pension Benefits~~

~~The amounts in column (d) of this Pension Benefit Table show the present values of accumulated benefits each~~only named executive officer ~~has earned as~~with an SPA. It provides him with an additional 12.25 years of ~~September 30, 2006. September 30, 2006 is~~service in recognition of some of his years of service to the ~~measurement date used in the Financial Statements.~~

~~Each present value of pension benefits is a weighted sum~~Company while associated with one of the present values of the full benefit paid monthly over the named executive officer’s post-retirement lifetime and reduced amounts payable over the joint lifetimes of the named executive officer and a spouse. The weights are the form of payment assumptions described below.Company’s principal law firms.

The present values of pension benefits in each form of payment equals the sum of all the expected monthly payments after being discounted to reflect the time value of money between the measurement date and the expected payment dates. The expected monthly payments are based on the benefits payable to the executive, and to a spouse for forms paid over joint lifetimes, times the probability that the named executive officer or spouse will survive from the named executive officer’s normal retirement age to the payment date. The probabilities of survival were derived from a table of actuarial mortality rates.

The following assumptions were used in the present value calculations:


•	Discount rate — ~~six percent~~6.3% as of September 30, ~~2006~~2007
•	Retirement date — Normal retirement age (65 for all named executive officers)
•	Mortality after normal retirement — RP2000 Combined Healthy mortality rate table
•	Mortality, withdrawal, disability and retirement rates prior to normal retirement — None
•	Form of payment for Pension Benefits:


	•	Unmarried retirees: 100% elect a single life annuity
	•	Married retirees: 20% elect a single life annuity; 40% elect a joint and 50% survivor annuity; and 40% elect a joint and 100% survivor annuity


•	Percent married at retirement — 80% of males and 70% of females


•	Spouse ages — Wives two years younger than their husbands
•	Incentives earned but unpaid as of the measurement date — 130% of target percentages times base rate of pay for year incentive is earned
•	Installment determination — 5.3% discount rate for single sum calculation and 7.3% prime interest rate on unpaid balances during installment payment period.

For all of the named executive officers, the number of years of credited service is one year less than the number of years of ~~employment with the Company.~~employment.

NONQUALIFIED DEFERRED COMPENSATION AS OF ~~2006~~2007 FISCAL YEAR-END


	Executive		Registrant				Aggregate
	Contributions		Contributions		Aggregate Earnings		Withdrawals/		Aggregate Balance
	in Last FY		in Last FY		in Last FY		Distributions		at Last FYE
Name	($)		($)		($)		($)		($)
(a)	(b)		(c)		(d)		(e)		(f)


D. M. Ratcliffe		0		43,647		774,971		0		9,232,125

T. A. Fanning		140,929		19,667		82,603		0		956,753

M. D. Garrett		0		19,825		97,708		0		1,231,703

C. D. McCrary		0		20,653		88,949		0		1,082,275

G. E. Holland, Jr.		0		15,980		184,642		0		2,344,766

Executive Registrant Aggregate
Contributions Contributions Aggregate Earnings Withdrawals/ Aggregate Balance
in Last FY in Last FY in Last FY Distributions at Last FYE
($) ($) ($) ($) ($)
Name (a) (b) (c) (d) (e) (f)

D. M. Ratcliffe
0 38,028 770,461 0 8,413,507

T. A. Fanning
208,234 17,725 59,042 0 713,555

M. D. Garrett
0 16,520 90,606 0 1,114,170

C. D. McCrary
0 19,493 85,330 0 972,672

W. P. Bowers
86,675 12,199 62,794 0 703,349

The Company provides the ~~DCP~~Deferred Compensation Plan (“DCP”) which is designed to permit participants to defer income as well as certain federal, state and local taxes until a specified date or their retirement, disability, death or other separation from service. Up to 50% of base salary and up to 100% of ~~PPP~~the annual incentive and ~~PDP~~the performance dividends may be deferred, at the election of eligible employees. All of the named executive officers are eligible to participate in the DCP.

Participants have two options for the deemed investments of the amounts deferred — the Stock Equivalent Account and the Prime Equivalent Account. Under the terms of the DCP, participants are permitted to transfer between investments at any time.

The amounts deferred in the Stock Equivalent Account are treated as if invested at an equivalent rate of return to that of an actual investment in ~~the Company’s common stock,~~Common Stock, including the crediting of dividend equivalents as such are paid by the Company from time to time. It provides participants with an equivalent opportunity for the capital appreciation (or loss) and income held by a Company stockholder. During ~~2006,~~2007, the rate of return in the Stock Equivalent Account was ~~11.7%~~9.83%, which was the Company’s ~~TSR~~total shareholder return for ~~2006.~~2007.

Alternatively, participants may elect to have their deferred compensation deemed invested in the Prime Equivalent Account which is treated as if invested at a prime interest rate compounded monthly, as published in theWall Street Journalas the base rate on corporate loans posted as of the last business day of each month by at least 75% of the United States’ largest banks. The range of interest rates earned on amounts deferred during ~~2006~~2007 in the Prime Equivalent Account was 7.25% to 8.25%.

Column (b)

This column reports the actual amounts of compensation deferred under the DCP by each named executive officer in ~~2006.~~2007. The ~~amounts~~amount of salary deferred by the named executive officers, if any, was included in the Salary column in the Summary Compensation Table. The amount of incentive compensation deferred in ~~2006~~2007 was the amount paid for performance under the PPP and the PDP that were earned as of December 31, ~~2005~~2006 but not payable until the first quarter of ~~2006.~~2007. This amount is not reflected in the Summary Compensation Table because that table reports incentive compensation that was earned in ~~2006,~~2007, but not payable until early ~~2007.~~2008. These deferred amounts may be distributed in a ~~lump sum~~lump-sum or in up to 10 annual installments at termination of employment or in a ~~lump sum~~lump-sum at a specified date, at the election of the participant.

Column (c)

This column reflects ~~the Company’s~~ contributions under the ~~SBP-N.~~Supplemental Benefit Plan (“SBP”). Under the Code, the Company is prohibited from making employer matching contributions under the ~~ESP~~Employee Savings Plan on employee contributions above stated limits in ~~the ESP~~that plan and, if applicable, above legal limits set forth in the Code. The ~~SBP-N~~SBP is a nonqualified deferred compensation plan under which the Company contributes the amount of Company contributions that it is prohibited from making in the ~~ESP.~~Employee Savings Plan. The contributions are treated as if invested in ~~the Company’s common stock~~Common Stock and are payable in cash

upon termination of employment in a ~~lump sum~~lump-sum or in up to 20 annual installments, at the election of the participant. The amounts reported in this column also were reported in the All Other Compensation column in the Summary Compensation Table.

Column (d)

This column reports earnings on both compensation the named executive officers elected to defer and earnings on ~~Company~~employer contributions under the ~~SBP-N.~~SBP. See the notes to column (h) of the Summary Compensation Table for a discussion of amounts of nonqualified deferred compensation earnings included in the Summary Compensation Table.

Column (e)

There were no aggregate withdrawals or distributions.

Column (f)

This column includes amounts that were deferred under the DCP and contributions under the ~~SBP-N~~SBP in prior years and reported in prior years’ Proxy Statements. The chart below shows the amounts reported in prior years’ Proxy Statements.

Amounts Deferred under Amounts Contributed by the
the DCP Prior to 2006 Company under the SBP-N
and Reported in Prior Prior to 2006 and Reported in
Years’ Proxy Statements Prior Years’ Proxy Statements Total
Name ($) ($) ($)

D. M. Ratcliffe 5,381,881 165,113 5,546,994

T. A. Fanning 423,735 44,771 468,506

M. D. Garrett 0 33,651 33,651

C. D. McCrary 489,924 110,968 600,892


			Employer Contributions
	Amounts Deferred under		under the SBP
	the DCP Prior to 2007		Prior to 2007 and
	and Reported in Prior		Reported in Prior Years’
	Years’ Proxy Statements		Proxy Statements		Total
Name	($)		($)		($)


D. M. Ratcliffe		5,381,881		203,141		5,585,022

T. A. Fanning		631,969		62,496		694,465

M. D. Garrett		0		50,171		50,171

C. D. McCrary		489,924		130,461		620,385

G. E. Holland, Jr.		298,508		46,536		345,044

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

This section describes and estimates payments that could be made to the named executive officers under different termination and ~~CIC~~change-in-control events. The estimated payments would be made under the terms of the ~~Company~~Company’s compensation and benefits programs or the ~~CIC~~change-in-control severance agreements with each of the named executive officers. The amount of potential payments is calculated as if the triggering events occurred as of December 31, ~~2006~~2007 and assumes that the price of ~~the Company’s common stock~~Common Stock is the closing market price as of December ~~29, 2006.~~31, 2007.

Description of Termination and ~~CIC~~Change-in-Control Events

The following charts list different types of termination and ~~CIC~~change-in-control events that can affect the treatment of payments under the Company’s compensation and benefit programs. These events also affect payments to the named executive officers under their ~~CIC~~change-in-control severance agreements. No payments are made under the severance agreements unless within two years of the ~~CIC,~~change in control, the named executive officer is involuntarily terminated or he or she voluntarily terminates for Good Reason. (See the description of Good Reason below.)

Traditional Termination Events


•	Retirement or Retirement Eligible — Termination of a named executive officer who is at least 50 years old and has at least 10 years of credited service.

•	Resignation — Voluntary termination of a named executive officer who is not retirement eligible.

•	Lay Off — Involuntary termination of a named executive officer not for cause, who is not retirement eligible.


•	Involuntary Termination — Involuntary termination of a named executive officer for cause. Cause includes individual performance below minimum performance standards and misconduct, such as violation of the Company’s Drug and Alcohol Policy.

•	Death or Disability — Termination of a named executive officer due to death or disability.

~~CIC-Related~~Change-in-Control-Related Events

At the ~~parent company~~Company or subsidiary level:


•	Southern ~~CIC~~Change in Control I — Acquisition by another entity of 20% or more of ~~the Company’s common stock,~~Common Stock, or following a merger with another entity the Company’s stockholders own 65% or less of the ~~company~~entity surviving the merger.

•	Southern ~~CIC~~Change in Control II — Acquisition by another entity of 35% or more of ~~the Company’s common stock,~~Common Stock, or following a merger with another entity the Company’s stockholders own less than 50% of the ~~company~~entity surviving the merger.

•	Southern Termination — A merger or other event and the Company is not the surviving company or ~~the Company’s common stock~~Common Stock is no longer publicly traded.

•	Subsidiary ~~CIC~~Change in Control — Acquisition by another entity, other than another subsidiary of the Company, of 50% or more of the stock of a subsidiary of the Company, a merger with another entity and the subsidiary is not the surviving company or the sale of substantially all the assets of the subsidiary.

At the employee level:

•

Involuntary ~~CIC~~Change-in-Control Termination or Voluntary ~~CIC~~Change-in-Control Termination for Good Reason — Employment is terminated within two years of a ~~CIC,~~change in control, other than for cause, or the employee voluntarily terminates for Good Reason. Good Reason for ~~voluntarily~~voluntary termination within two years of a ~~CIC~~change in control is generally satisfied when there is a material reduction in salary, incentive compensation opportunity or benefits, relocation of over 50 miles or a diminution in duties and responsibilities.

The following chart describes the treatment of different pay and benefit elements in connection with the Traditional Termination Events described above. All of the named executive officers are eligible to retire under the terms of our pension plans and therefore any termination of employment also would be a retirement.

Lay Off

(Involuntary

Involuntary

~~Retirement/~~

~~Termination~~

Termination

Death or

Termination

Program

Retirement/Retirement Eligible

Not For Cause)

Resignation

~~Death or~~ Disability

(For Cause)

Pension ~~Benefits:~~
~~• Pension Plan~~
~~• SBP-P~~
~~• SERP~~Benefit Plans

~~Lifetime of monthly benefits paid.~~
~~Reductions apply if payments start prior to age 65.~~Benefits payable as described in the notes following the Pension Benefits Table.

~~SERP-related benefits forfeited. Other vested benefits paid monthly for lifetime after executive reaches retirement eligibility. Reductions apply if payments start prior to age 65.~~Benefits payable as described in the notes following the Pension Benefits Table.

Same as Lay Off.

~~At death, surviving spouse receives a lifetime of monthly payments equal to 45% (or 80% if participant has made that election) of benefits earned. If vested under~~Benefits payable as described in the notes following the Pension ~~Plan, all pension benefits continue to accumulate while disabled. Lifetime of monthly payments after executive becomes retirement eligible and elects commencement.~~Benefits Table.

Same as for retirement and resignation, as the case may be.

~~PPP~~Annual Incentive Program

Pro-rated if terminate before 12/31.

Forfeit.

Pro-rated if terminate before 12/31.

Forfeit.

~~PDP~~Performance Dividend Program

Paid year of retirement plus two additional years.

Forfeit.

Payable until options expire or exercised.

Forfeit.

Stock Options

Vest; expire earlier of original expiration date or five years.

Vested options expire in 90 days; unvested are forfeited.

Vest; expire earlier of original expiration or three years.

Forfeit.

Financial Planning Perquisite

Continues for one year.

Terminates.

Continues for one year.

Terminates.

Supplemental Benefit Plan — non-pension related

Payable per prior elections (lump sum or up to 20 annual installments).

Same as Retirement.

Same as the Deferred Compensation Plan.

Same as Retirement.

~~Lay Off~~

~~(Involuntary~~

~~Involuntary~~

~~Retirement/~~

~~Termination~~

~~Program~~

~~Retirement Eligible~~

~~Not For Cause)~~

~~Resignation~~

~~Death or Disability~~

~~(For Cause)~~

~~DCP~~Deferred Compensation Plan

Payable per prior elections (lump sum or up to 10 annual installments).

Same as Retirement.

Payable to beneficiary or disabled participant per prior elections; amounts deferred prior to 2005 can be paid as a lump sum ~~at DCP administrative~~per plan administration committee’s discretion.

Same as Retirement.

~~SBP-N~~

~~Payable per prior elections (lump sum or up to 20 annual installments).~~

~~Same as Retirement.~~

~~Same as the DCP, above.~~

~~Same as Retirement.~~

The chart below describes the treatment of payments under pay and benefit programs under different ~~CIC~~change-in-control events, except the Pension Plan ~~(the “CIC~~(“Change-in-Control Chart”). The Pension Plan is not affected by ~~CIC~~change-in-control events.


				Involuntary ~~CIC-Related~~
				~~Termination or Voluntary~~Change-in-
			~~Southern Termination or~~	~~CIC-Related~~ Control-Related
				Termination or
				Voluntary
			Southern	Change-in-
			Termination or	Control-Related
	Southern Change	Southern Change	Subsidiary Change	Termination
Program	~~Southern CIC~~in Control I	~~Southern CIC~~in Control II	~~Subsidiary CIC~~in Control	for Good Reason

Nonqualified Pension ~~Benefits:~~ ~~• SBP-P~~ ~~• SERP~~Benefits	All SERP-related benefits vest if ~~participant~~participants vested in Pension ~~Plan benefits;~~Plan; otherwise, no impact.	~~Vesting as upon a Southern CIC I,~~ Benefits vest for all participants and single sum value of benefits earned to change-in-control date paid ~~as a lump sum~~ following termination or retirement.		Same as Southern ~~CIC~~Change in Control II.	Based on type of ~~CIC~~change-in-control event.

~~PPP~~ Annual Incentive Program	No plan termination – is paid at greater of target or actual performance. If plan terminated within two years of ~~CIC,~~change in control, pro-rated at target performance level.	Same as Southern ~~CIC~~Change in Control I.	Pro-rated at target performance level.	If not otherwise eligible for payment, if ~~PPP~~the annual incentive program still in effect, pro-rated at target performance level.

~~PDP~~ Performance Dividend Program	No plan termination – is paid at greater of target or actual performance. If plan terminated within two years of ~~CIC,~~change in control, pro-rated at greater of target or actual performance level.	Same as Southern ~~CIC~~Change in Control I.	Pro-rated at greater of actual or target performance level.	If not otherwise eligible for payment, if ~~PDP~~the performance dividend program is still in effect, greater of actual or target performance level for year of severance only.

Stock Options	Not affected by change-in-control events because Common Stock is still publicly traded.	Not affected bychange-in-control events because Common Stock is still publicly traded.	Vest and convert to surviving company’s securities; Southern Termination; if cannot convert, pay spread in cash; if participant is an employee of a subsidiary, stock options vest upon a Subsidiary Change in Control.	Vest.

Deferred Compensation Plan	Not affected by change-in-control events.	Not affected bychange-in-control events.	Not affected by change-in-control events.	Not affected by change-in-control events.

SBP	Not affected by change-in-control events.	Not affected bychange-in-control events.	Not affected by change-in-control events.	Not affected by change-in-control events.


				Involuntary ~~CIC-Related~~
				~~Termination or Voluntary~~Change-in-
			~~Southern Termination or~~	~~CIC-Related~~ Control-Related
				Termination or
				Voluntary
			Southern	Change-in-
			Termination or	Control-Related
	Southern Change	Southern Change	Subsidiary Change	Termination
Program	~~Southern CIC~~in Control I	~~Southern CIC~~in Control II	~~Subsidiary CIC~~in Control	for Good Reason

~~Stock Options~~	~~Not affected by CIC events.~~	~~Not affected by CIC events.~~	~~Vest and convert to surviving company’s securities if there is a Southern Termination; if can not convert, pay spread in cash; not affected by a Subsidiary CIC.~~	~~Vest.~~

~~DCP~~	~~Not affected by CIC events.~~	~~Payable in lump sum following termination.~~	~~Same as Southern CIC II.~~	~~Based on type of CIC event.~~

~~SBP-N~~	~~Not affected by CIC events.~~	~~Participant provided opportunity to elect lump sum payment.~~	~~Participant provided opportunity to elect lump sum payment.~~	~~Based on type of CIC event.~~

Severance Benefits	Not applicable.	Not applicable.	Not applicable.	Three times base salary plus target ~~PPP~~annual incentive program amount plus tax gross up if severance amounts exceed Code Section 280G “excess parachute payment” by 10% or more.

Health Benefits	Not applicable.	Not applicable.	Not applicable.	Up to five years participation in group health plan plus payment of three years’ premium amounts.

Outplacement Services	Not applicable.	Not applicable.	Not applicable.	Six months.

Potential Payments

This section describes and estimates payments that would become payable to the named executive officers upon a termination or ~~CIC~~change in control as of December 31, ~~2006.~~2007.

Pension Benefits

The ~~monthly~~ amounts that would have become payable to the named executive officers if the Traditional Termination Events occurred as of December 31, ~~2006~~2007 under the Pension Plan, the SBP-P, and the SERP are itemized in the chart below. The amounts shown under the column “Retirement” are amounts that would have become payable to the named executive officers that were retirement eligible on December 31, 2007 and are the monthly Pension Plan benefits and the first of 10 annual installments from the SBP-P and the SERP. The amounts shown under the column “Resignation or Involuntary Termination” are the amounts that would have become payable to the named executive officers who were not retirement eligible on December 31, 2007 and are the monthly Pension Plan benefits that would become payable as of the earliest possible date under the Pension Plan and the single sum value of benefits earned up to the termination date under the SBP-P, paid as a single payment rather than in 10 annual installments. Benefits under the SERP would be forfeited. The amounts shown that are payable to a spouse in the event of the death of the named executive officer are the monthly amounts payable to a spouse under the Pension Plan and the first of 10 annual installments from the SBP-P and the SERP. The amounts in this chart are ~~monthly benefit amounts whereas~~very different from the pension values shown in the Summary Compensation Table and the Pension ~~Benefit Tables are~~Benefits Table. Those tables show the present values of all the ~~monthly values~~benefit amounts anticipated to be paid over the lifetimes of the named executive officers and their spouses. ~~These~~Those plans are described in the notes following the Pension Benefits Table. All the named executive officers, except Mr. Fanning, were retirement eligible on December 31, 2006. Mr. Fanning became retirement eligible in March 2007. The benefits were determined using the same assumptions used to compute benefit values in the Pension Benefit Table with three exceptions: the amounts have been determined as of December 31, 2006 instead of as of September 30, 2006; the benefit payments were assumed to commence as soon as possible instead of at normal retirement and, as such, appropriate early retirement reductions were applied; and the benefits were not adjusted to reflect optional forms of payment such that all benefits are the amounts that would have been paid monthly over the named executive officer’s life.

~~Resignation or~~

~~Death~~

~~Retirement~~

~~Involuntary Retirement~~

~~(monthly payments~~

~~(monthly payments)~~

~~to a spouse)~~

~~Name~~

~~($)~~

~~D. M. Ratcliffe~~

Allegheny Energy, Inc.
Alliant Energy Corporation
Ameren Corporation
American Electric Power Company, Inc.
CenterPoint Energy, Inc.
~~Cinergy Corp.~~
CMS Energy Corporation
Consolidated Edison, Inc.
Constellation Energy Group, Inc.
Dominion Resources Inc.
DTE Energy Company

~~DTE Energy Company~~
Duke Energy Corporation
Edison International
Energy East Corporation
Entergy Corporation
Exelon Corporation
FirstEnergy Corp.
FPL Group, Inc.
Great Plains Energy Incorporated
Hawaiian Electric Industries, Inc.
KeySpan Corporation

~~KeySpan Corporation~~
NiSource Inc.
Northeast Utilities
NSTAR
OGE Energy Corp.
Pepco Holdings, Inc.
PG&E Corporation
Pinnacle West Capital Corporation
PNM Resources, Inc.
PPL Corporation
Progress Energy, Inc.

~~Progress Energy, Inc.~~
Public Service Enterprise Group ~~Incorporation~~Incorporated
Puget Energy, Inc.
SCANA Corporation
Sempra Energy
Sierra Pacific Resources
TECO Energy, Inc.
TXU Corp.
Vectren Corporation
Wisconsin Energy Corporation
WPS Resources Corporation
Xcel Energy Inc.