EX-99 5 exg3_omnibusplan.txt EXHIBIT G-3 Exhibit G-3 ADMISSION TICKET [Southern Logo] (Not Transferable) 2001 ANNUAL MEETING OF STOCKHOLDERS 10 a.m. (EDT), May 23, 2001 Savannah International Trade & Convention Center One International Drive Savannah, Georgia 31402-0248 888/644-4722 Please present this admission ticket in order to gain admittance to the meeting. This ticket admits only the shareholder listed on the reverse side and is not transferable. Directions to Savannah: XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX NOTICE OF ANNUAL MEETING OF STOCKHOLDERS The Annual Meeting of Stockholders of The Southern Company will be held on Wednesday, May 23, 2001, at 10:00 a.m. (EDT), at the Savannah International Trade & Convention Center, Savannah, Georgia. Stockholders owning shares at the close of business on March 26, 2001, are entitled to attend and vote at the meeting. Stockholders will act on the election of ten members of the board of directors, vote on the Omnibus Incentive Compensation Plan, and transact such other business as may properly come before the meeting. - - - - - - - - - - - - Detach and Mail Bottom Portion- - - - - - - - - - - - [Southern Company Logo] PROXY CARD AND PROXY CARD TRUSTEE VOTING AND INSTRUCTION FORM TRUSTEE VOTING INSTRUCTION FORM PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS AND TRUSTEE VOTING INSTRUCTION FORM The undersigned hereby appoints H. A. Franklin, G. E. Klappa, T. Chisholm, or either of them, proxies with full power of substitution in each, to vote all shares the undersigned is entitled to vote at the Annual Meeting of Stockholders of THE SOUTHERN COMPANY, to be held at the Savannah International Trade & Convention Center, Savannah, Georgia, at 10:00 a.m. (EDT), and any adjournments thereof, on all matters legally coming before the meeting, including, without limitation, the proposals listed on the reverse side of this form. This proxy also provides voting instructions for shares held by the Trustees of the Employee Savings Plan and Employee Stock Ownership Plan and directs such Trustees to vote as indicated on all matters legally coming before the meeting, including, without limitation, the proposals listed on the reverse side of this form. This proxy card/voting instruction form is solicited jointly by the Board of Directors of the Southern Company and the Trustees of the Employee Savings Plan and Employee Stock Option Plan pursuant to a separate Notice of Annual Meeting and Proxy Statement. If not voted electronically, this card should be mailed in the enclosed envelope in time to reach the Company's proxy tabulator at P. O. Box 9141, Edgewood, NY 11735 by 9:00 a.m. on Wednesday, May 23, 2001 for common shares to be voted and 5:00 p.m. on Tuesday, May 22, 2001 for the Trustees to vote the Plan shares. The proxy tabulator will report separately to the Proxy Committee and to the Trustees as to proxies received and voting instructions provided, respectively. THIS PROXYCARD/VOTING INSTRUCTION FORM WILL BE VOTED AS SPECIFIED BY THE UNDERSIGNED. IF NO CHOICE IS INDICATED, THE SHARES WILL BE VOTED AS THE BOARD OF DIRECTORS RECOMMENDS. Continued on reverse side. [Southern Company Logo] THREE WAYS TO VOTE! VOTING by Internet or telephone is a convenient Proxy Services and cost-saving way to vote your shares. If you P. O. Box 9139 wish, you may still vote by mail. Farmingdale, NY 11735 VOTE BY INTERNET: www.proxyvote.com Use the internet to transmit your voting instructions anytime before 11:59 p.m. on May 22, 2001. Have your proxy card in hand when you access the web site. You will be prompted to enter your 12-digit Control Number that is located below. VOTE BY TELEPHONE: 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions anytime before 11:59 p.m. on May 22, 2001. Have your proxy card in hand when you call. You will be prompted to enter your 12-digit Control Number that is located below. VOTE BY MAIL: Mark, sign, date, and return the bottom portion in the postage-paid envelope provided or return to: INTERNET/PHONE CONTROL NO: Southern Company C/O Proxy Services P. O. Box 9141 Edgewood, NY 11735 If you vote by Internet or telephone, please do not mail this form. THANK YOU FOR VOTING NOTE: The last instruction received, either paper or electronic, will be the last tabulated. FOLD AND DETACH HERE RETURN THIS PORTION ONLY UNLESS OTHERWISE SPECIFIED BELOW, YOUR SHARES WILL BE VOTED "FOR" PROPOSALS 1 AND 2 AND "AGAINST " PROPOSALS 3 AND 4. The Board of Directors recommends a vote "FOR" Proposals 1 and 2 and "AGAINST" Proposals 3 and 4. Fill in ovals completely with blue or black ink or No. 2 pencil. 1. ELECTION OF DIRECTORS: For Withhold For All To withhold authority to vote, mark (01) D. P. Amos (02) D. J. Bern (03) T. F. Chapman All All Except "For All Except" and write nominee's (04) H. A. Franklin (05) B. S. Gordon (06) L. G. Hardman III ( ) ( ) ( ) number on the line below. (07) E. B. Harris (08) D. M. James (09) Z. T. Pate _______________________ (10) G. J. St. Pe
2. APPROVE OMNIBUS INCENTIVE COMPENSATION PLAN ( ) For ( ) Against ( ) Abstain 3. STOCKHOLDER PROPOSAL ( ) For ( ) Against ( ) Abstain 4. STOCKHOLDER PROPOSAL ( ) For ( ) Against ( ) Abstain ( ) Mark here if you plan to attend the Annual Meeting. ( ) I (we) Consent to suspending future mailings of the Annual Report and Proxy Statement on this account. I (we) receive other copies at the same household or will access the documents electronically. To consent to ELECTRONIC DELIVERY of materials for future Annual Meetings, enroll when you vote on-line. Signature(s): __________________ ___________________________________________ Date: ___________________________________________, 2001