September 3rd, 2014 Kim, As I write this, I am on paid administrative leave because I have informed my managers that I intend to sue Southern Company for retaliation against my participation in protected activities against E&CS related to Sarbanes Oxley and safety concerns. I suspect that the end result will require me to part ways with Southern Company but I don’t want to leave without making sure you and Tom Fanning have been given every opportunity to fully understand the facts so you can fulfill the obligations of your office and ensure my coworkers are provided a certified, safe work environment when they report to Kemper for the startup of the Kemper IGCC. I’m addressing this to you specifically because recent information makes me believe you are a leader who will do the right thing when you have the right information (e.g. PSM compliance and reporting slip to mid-2015 on April 10Q). My name is Brett Wingo. I’ve worked as the Project Manager over the Gasification Island since August 2011. I’m the internal whistleblower who has been working with Helen Nalley and Tim Self in the Compliance Department since March to resolve issues regarding financial disclosures beginning in Feb/Mar’14 and, most recently, serious concerns regarding safety violations arising from poor or nonexistent construction and commissioning inspection records as required by E&CS procedures (and I believe OSHA, ASME and MS state law) prior to system handover from construction to commissioning and from commissioning to the customer prior to operation. Regarding the latter, I have been working through Compliance to address my specific concerns on the combined cycle since June 27th. I still have received no definitive, actionable feedback from their “investigation”. We have been running the combined cycle almost a year, having synced to the grid on October 5th 2013. Considering the combined cycle has essentially been running off and on for almost a full year, shouldn’t the construction and commissioning inspection paperwork and signoffs already have been in place? If so, the inspection paperwork should have been produced as easily as a driver’s license upon request when I asked for it back in June. Instead, I was given nothing but the runaround. Helen Nalley has people who are “looking into it”. Helen’s final report is due in late September. Why would this take so long and how does a protracted “look see” help protect the safety of our workers who’ve been working in and around a running auxiliary boiler & combined cycle for almost a year? Based on the fact that the combined cycle was started anyway, went commercial and continues to run makes me wonder if my fears were misplaced. But, then again, if the plant had adequate inspection records in place prior to startup, then why wasn’t I simply and quickly informed as such? If I was wrong to be concerned, if I had bad information, there should have been a better effort to inform me and quell my fears. After all, I was genuinely worried about the safety of my coworkers and fellow employees, not to mention the credibility, liability and public relations risk to Southern and MPC after the Bowen explosion. It’s not fair to keep me in agonizing limbo on this type of concern while our Compliance Office takes months to “look into it”. I just read an article about the little boy who was killed at the Birmingham Airport because construction was rushed and inspection quality was sacrificed in the mad rush to open on time. If you’re not familiar with the story, just Google “boy killed at Birmingham airport”. How simple it would have been to securely anchor that sign to the wall. I think about the boy’s mother having to live with the knowledge that her son’s death was such a senseless and preventable tragedy. The thing is, I also think about other, less publicized victims of this tragedy… I hope there isn’t some poor guy who knew this could happen but was too timid to speak up or not confident or bold enough to push back on upper management to do the right thing. That person, forever more, will have to live with the knowledge that he let that boy die when he had the power to prevent it. That is not the kind of legacy I intend to leave for Kemper nor create for myself. My rewards for standing up and doing the right thing as a high level project manager on Kemper? I have been demoted, replaced, marginalized and isolated with ever more trivial assignments while the very same people I exposed (with hard evidence) to be unlawful, immoral and unethical on scheduling and financial reporting remain in their leadership positions. These are positions which include the legal, moral and ethical responsibility to ensure proper inspection and reporting on Page 1 of 10 Letter to Tom and Kim r5.docx construction quality and ensuring proper process safety. We are allowing people with proven failures in leadership and ethics to lead us into the most dangerous phase of the project? After recently raising the alarm on safety, I’m now receiving threats from my own management to “stay in your box” and I’m being told to quit calling people to discuss the validity of my safety concerns, that in doing so, I am “digging a hole” for my career. Even my character and personal life seem to be coming under attack now. I have been told that I’ve been “acting irrational” and asked if I have a “drinking problem”. Is this the pathetic beginning of a smear campaign? I’m concerned about safety, have produced a valid, documented reason for being concerned and our “leaders” respond by questioning my mental stability instead of focusing on the safety issue? Wasn’t it just last year that our CEOs issued a management challenge after the Bowen incident which was caused by a failure to follow procedures and a complacent attitude towards process and worker safety? Here are the messages from Tom Fanning and Mark Crosswhite from June, 2013: Published on June 6, 2013… Southern Company’s 146 officers attended a meeting June 3 in Birmingham to discuss the state of the business and challenges the company is facing and will face in the days ahead. The intent of the discussion, led by CEO Tom Fanning and held as a team, was to: • • • Recommit the company’s leadership to play offense Improve the company’s performance and culture Reemphasize the fundamentals of how the company does business Fanning told attendees that now is the time to lead. He expects leaders to be engaged in all aspects of the business, take personal responsibility and root out complacency in their organizations. He tasked the leaders with critiquing their organizations around culture, compliance and performance. During the meeting, the Kemper County energy facility project and the April 4 explosion at Plant Bowen were used as case studies of challenges the company is facing. Fanning stressed the importance of learning from our experiences. He also asked the leadership to communicate about the meeting to their organizations. “I want to know how you plan to respond to our challenges,” he said. “I want to be involved and look forward to the progress we will make.” Mon 6/17/2013 3:13 PM…. MESSAGE FROM MARK CROSSWHITE I joined Operations on July 1, 2012. Over the past year, we have enjoyed many successes and I applaud your hard work and dedication. Unfortunately, we have also seen several significant failures – failures that damaged equipment, diminished our Company’s credibility and harmed our co-workers. At the most basic level, these failures are failures of culture. We must learn from our mistakes, and take action to ensure that they are not repeated. Across the entire Company, we will be focusing on our culture – our compliance with standards and procedures, our levels of performance, and our willingness to embrace a questioning attitude. We will be working on ways to improve in each of these areas. To be crystal clear, failures of culture are failures of leadership, and I recognize that the leadership team and I are accountable. We need your help as we move forward. I ask you to embrace our efforts to improve. We need you to be candid and open. Please be assured that we will not tolerate retaliation of any form, so step forward with ideas and questions, understanding that you have our full support. Thanks for all you do for our customers and Company…. Mark Who is acting irrational these days? Am I acting irrational when I protest failures in culture, failures in leadership, failures in compliance, failures to take personal responsibility, failures to perform and achieve results, failures to root out complacency, failures to comply with standards and procedures, failures to embrace a questioning attitude, failures to be candid and open Page 2 of 10 Letter to Tom and Kim r5.docx due to fear of retaliation? Considering the challenge that was put in front of our “leaders” in June of 2013, I am absolutely perplexed that our leaders seem hell bent on absolutely repeating, in agonizing detail, the exact same mistakes of our very recent past. Do we refuse to learn from even our own mistakes much less the mistakes of others? It’s almost like they’re trying to do the exact opposite of the CEO’s leadership challenge from June 2013. It’s these same E&CS “yes men” who continue to promote the broken and backwards culture of the past. I am acting 100% in line with the CEO’s directives. Who is irrational and who has trouble dealing with reality, me or E&CS leadership? It is E&CS and MPC who have a drinking problem… with Kool-Aid. Sadly, these people don’t know how or when to do the right thing. They have a blind loyalty that borders on robotic but after decades of advancing by “not making any waves”, that’s all they seem to know how to do. I was told, “Stop bugging people (about safety). Relay it to the right people, walk away, let them handle it and if something happens, then you can say you were right.” That’s the mindset that led to that little boy being killed at the Birmingham airport. Somebody being able to say they were “right” after the fact won’t bring that little boy back to his mother. I don’t ever want to say, “I was right” on a safety concern after one of our employees gets hurt or killed because it doesn’t bring that person back and it will only burden me with the knowledge that I could have made a difference… especially when you consider the people I’m being asked to trust on safety are the same ones I accused of schedule fraud, the same ones I now fear are creating E&CS BQP (Basic Quality Program) records after-the-fact. On Thursday, August 28th, as a matter of professional courtesy, I revealed to the managers closest to me on the Kemper Project, and , that I had retained an attorney because I was tired of fighting E&CS and that I simply wanted to figure out an equitable exit strategy. With a mutual desire to avoid unnecessary disruption and anxiety in the workplace, I’ve been placed on paid administrative leave as of Friday, August 29th until these issues are resolved. I didn’t know this would also result in revocation of my badge and my network rights or asking me to remove my personal effects from my office, but maybe this is normal protocol when somebody says they have hired a lawyer and are looking for a way out. Just like I felt compelled to reach out to and , I also feel compelled to communicate with you before the lawyer’s letter arrives but this will likely not be the case. I called you twice in recent days with no response. I don’t want a fight but I won’t back down from one either. If I could have my way, I would stay at Southern Company, relieve the existing bad actors at E&CS and MPC of their duties (on Kemper) and bring in a whole new team consisting of a good mix of seasoned outsiders and true leaders from Southern Company. I would see Kemper finish in a safe, world class manner that we can all be proud of. Unfortunately, I know the chances of that happening are slim. Then again, these are the precise moments in time, when fate brings people, personalities and circumstances together that can define careers and forge corporate identities. You never know. Why I’ve hired an attorney and why am I looking for a quiet, equitable exit strategy.... 1. I don’t feel safe at work. I went to John Huggins in February, followed by Tom Fanning and Compliance in March to prevent us from filing a damning, potentially law breaking and embarrassing disclosure with the SEC regarding our purported intent and ability to reach COD in 2014. I went head-to-head with the most powerful people in E&CS and at MPC on this front. After a contentious battle with Compliance, I was ultimately successful and have been vindicated by current schedule outlook (no chance of 2014) which I had predicted with certitude back in February. Even after fighting for this, putting myself in every uncomfortable and career threatening situation for the sake of the company, still to this day, I have not received a single “thank you”… from anybody. All I’ve received as “appreciation” is the steady erosion of my responsibilities and ever increasing isolation, all with the knowledge and blessings of our Compliance Office who has done nothing to remedy the situation as I protested. As a matter of fact, the Compliance Office has rationalized, excused and condoned the fact that Joe Miller, one of the people I accused of unethical, potentially illegal behavior during and after QRA 4.1, has replaced me as the project manager over the startup schedule. How can I feel safe at work when I expose massive failures in leadership violating our code of ethics and federal laws, yet all of the bad actors are still in their positions of power and influence while I am relegated to the sidelines? If Compliance can’t protect me from retaliation Page 3 of 10 Letter to Tom and Kim r5.docx and even goes so far as to rationalize the bad behavior of our “leaders” as a simple case of “miscommunication” when I had provided undeniable, incontrovertible proof that and others showed extremely poor judgment when they 100% violated major compliance and ethics issues, then how can I possibly feel safe moving forward in my Southern Company career? I battled the big boys in E&CS and they’re still standing. I’m not. I know when it’s time to go. 2. I don’t feel safe in the plant. I went to Compliance with serious safety concerns on June 27th regarding the (apparent) lack of proper inspection and signoff documentation for the combined cycle. I knew the combined cycle had been running for a long time (since Oct’13) and was concerned as to why had been hired to do a P&ID walk down for as-builts just weeks prior to handover of the combined cycle to MPC. I stated my concern to Compliance that I was afraid we were repeating the cutting-of-corners that led to the Bowen incident. Bowen was a direct result of our employees “winging it” and ignoring established procedures. From what I could tell, it did not appear we followed our standard E&CS procedures for proper inspection and design installation validation as required by the E&CS Basic Quality Program (BQP). As a matter of fact, the only evidence I had was photo evidence that pointed to the contrary PLUS the fact that we didn’t already have redlined P&IDs for as-builts. Even as I type this, on September 3rd 2014, I have not received a confirmation of my concerns nor a rebuttal of my concerns. As I’ve stated previously, if we had the proper sign off and documentation in place prior to the August 2014 startup and handover of the combined cycle, then it should have been as easy to produce upon request as when the bank teller asks you for your driver’s license. If we didn’t have proper documentation in place, it means that we took chances with our employee’s lives. I won’t let that happen to me and, through my actions today, I hope to prevent it from ever happening to my coworkers and other innocent people when they report to duty at Kemper in the future. 3. E&CS expects me to be unethical by turning a blind eye. Since my initial fight to keep Southern Company compliant with Sarbanes Oxley (back in Feb/Mar) and now with my latest concerns over worker safety including poor construction quality and lack of proper inspection and records in place before energizing and operating our systems, after having suffered through a slow decline in my roles and responsibilities, all the while watching the people who should have been reprimanded or fired continue in and even expand their roles, I am now also being told, in no uncertain terms, that my behavior is not acceptable and I have been ordered to “leave it alone” or risk “digging a hole” for my future career. If this is what Southern wants from its leaders, why would I even want a career with Southern? I can’t continue to come to “work” and bear witness to all of these violations, report them to the proper authorities (internally) and then see everything swept under the rug with ZERO consequences. I’m told to act a certain way by our CEO’s but expected to act a different way by E&CS. Southern Company has put me between a rock and a hard place if I want to keep issues internal… which I desperately do. 4. I believe the Compliance office is compromised and subservient to E&CS leadership. From what I’ve heard about your (Kim Greene’s) actions since March on schedule outlook, SEC filings and PSM requirements, I believe you are a true leader with the interests of Southern Company and MPC in mind, but you simply don’t know the details of just how egregious, unethical and unlawful some of our leader’s actions have been. I believe that, if you could talk to me without interference from E&CS or Compliance, there is a chance that you would see the situation as I do, that E&CS is inept at best, has completely bungled the job and, in order to keep their jobs, have continually lied regarding project status at the peril of the people they serve. Two weeks ago, Helen Nalley admitted to me that all of the issues I had raised had been handled internal to E&CS leadership and that you had only been given high level summaries! I was in utter shock and disbelief. Helen told me that she had not been in direct contact with Fanning either. How could Compliance go to the E&CS leaders I had accused of lying and then accept their excuses? E&CS is full of pathological liars. I cannot believe that what is supposed to be a safe haven for whistleblowers like me (the Compliance office) has essentially aided and abetted known liars. Compliance is not here to fix things. They are here to hide things, soften things and sweep them under the rug. Remember this from the March 31, 2013 10Q filing with the SEC (see below)? How could there not be more concern on Helen’s part and more communication with me to explain to me how we weren’t repeating the same mistakes from 2012? Page 4 of 10 Letter to Tom and Kim r5.docx “As described further in Notes 3 and 12 to the financial statements of Mississippi Power in Item 8 and Management's Report on Internal Control Over Financial Reporting in Item 9A of the Form 10-K/A, Mississippi Power restated and corrected its previously issued financial statements for the year ended December 31, 2012 to recognize a pretax charge for an estimated probable loss relating to the Kemper IGCC. Management believes Mississippi Power's failure to maintain sufficient evidence supporting certain estimated amounts included in the Kemper IGCC cost estimate and to fully communicate the related effects in the development of the Kemper IGCC cost estimate would constitute a material weakness in internal control over financial reporting under standards adopted by the Public Company Accounting Oversight Board and concluded Mississippi Power's internal control over financial reporting was not effective as of December 31, 2012. As of the end of the period covered by this quarterly report, Mississippi Power conducted an evaluation under the supervision and with the participation of management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the disclosure controls and procedures (as defined in Sections 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934). Based upon this evaluation, which considered the material weakness described above, the Chief Executive Officer and the Chief Financial Officer concluded that the disclosure controls and procedures were not effective. Management has initiated appropriate actions to remediate the material weakness in internal control over financial reporting. Such actions include, but are not limited to, the following: • establishing a new governance team focused on accounting, legal, and regulatory affairs that will meet regularly with the Kemper IGCC project and construction teams and will provide further oversight of the Kemper IGCC cost estimation process; • reemphasizing and enhancing communication across functional areas and departments; and • applying appropriate performance management actions. Remediation of the material weakness is expected to be completed during the second quarter 2013.” Did we remediate the “material weakness” that existed in 2012? My position is that we did not. My position is that we simply removed two of the most and leaders I’ve ever had the of working for ) but the cultural problem has persisted because it is ancient, ingrained and pervasive. Do we really want to fix the problem? I did, and still do. It’s hard to dig out and remove a cancer that has spread so far… but it can be done. My hope now rests solely with you. 5. Why I want a quiet exit: Despite everything, I still want to see Kemper succeed and I want my coworkers to be a part of that success. For many of them, this has become a part of their lives, a huge personal investment that they desire to see through and I don’t want to see them fail. I can’t stay, because I’ve created too many enemies to advance my career in Southern Company but I want my coworkers and other good people of Southern Company to stay on to see Kemper succeed. If there is an open battle, forcing people to choose sides and dragging everyone into a contentious dispute, it can only hurt my friends and coworkers and other good people who are only guilty of doing what they were told. I don’t want to see any retaliation against people like or . is close to retirement and has only done on Kemper exactly what he was rewarded for doing over the past 30 years in the first place. It’s not fair to punish him. is a good guy at heart, and well-liked by many. I don’t want negativity coming from this. It will needlessly destroy lives and careers. I think and many others can be “rehabilitated” or “reprogrammed”. I didn’t create this mess. I’m just trying to fix it the best way I know how: A quiet, targeted rooting out of the cancer that has plagued Kemper. I want my friends to have a safe experience, with leaders they trust, when they start up the plant they’ve spent the last decade (or more) working so hard and overcoming so many obstacles to bring from conceptual dream to reality. Personally, I think Kemper will be a great success a few years from now but not if we allow shortcuts that lead to an accident. Page 5 of 10 Letter to Tom and Kim r5.docx If I am correct, and you are interested in fixing the problem at the root source, you will likely come away with the conclusion that E&CS does not provide the value to Southern Company that you/we thought it once did. There will likely be consideration of a major dismantling of E&CS. I would propose that, while E&CS does need some dismantling, what it really needs is a new mission statement, a new infrastructure and a new set of leaders who can fulfill the role of truly bringing value to the company. E&CS needs a rebirth that begins by taking Kemper back from the current regime who have shown themselves to be unethical, incompetent and ineffective. I don’t have to defend my last assertion of “ineffective”. Reality versus endless promises and excuses on Kemper for YEARS take care of that. If E&CS is restructured, I’ve earned the right to give you some input (even though I’m probably not going to be there to see it through). As with most problems I’ve run into during my career at Southern Company, I’m not just “complaining”, I also have a solution in mind. You already have, in your organization, a leader who can (with some help) carry Kemper across the finish line both safely and with world class execution. His name is and he works for . If is surrounded by the right people and given the proper support from you, he will manage things in a way that allows us to sleep better at night and, even though the news might not always be good, it will be honest and delivered with integrity that meets Southern Company’s stated goals and finally, our actions on Kemper will align with our words. I recommend you have a private meeting with … and myself if you want to get things kick started in the right direction. For a construction perspective, you may also want to invite ,a young construction manager who (I was told) seemed genuinely interested in teamwork and doing things right… but inviting construction is tricky as they have been coerced and subverted for so long. might also be a good construction representative. I’d like to recommend but, considering his position, my guess is that he would have a hard time being 100% open and candid because he doesn’t want to throw anybody under the bus, including himself. It’s tough for everyone at this point. I’ve demonstrated a proven strategic vision and an ability to lead through others to create work processes and methods that have become “standards” for Kemper, E&CS and for Southern Company moving forward but somehow, in spite of all my leadership in 2013, I was graded at “Meets Expectations” on my 2013 year-end performance review (delivered after I blew the whistle on schedule and SOX) and I’m now being told that I’m not even a project manager, that I’m simply an engineering design manager? If my work in 2013 is what is expected of a Level 7 employee, then what would I have to do to “exceed expectations”? If my performance in 2013 is “expected” of a Level 7, then what is expected of Level 8, 9 and 10? What is expected of our executives? I am not resigning. I’ve invested seven years into a company that has broken all of its promises to me. I kept all of my promises. I’m doing what is most beneficial for both of us at this point. I am suing Southern Company for lying to me about what they expect from leaders and then coercing and retaliating against me when I did what they asked. Because Southern Company has created and fostered a culture of fear in both its leaders and subordinates, I can’t see a future at Southern when one considers all the enemies I’ve created, people I’ve directly accused of wrongdoing, people who have many friends who will never be privy to the facts to judge me fairly… not that facts matter in cases like this. My only hope is that, through this, Southern Company executives will wake up and see the sickness that has infected what would otherwise appear to all outsiders as a robust and healthy, well run, responsible, ethical and respectable company that is worthy of a brand that represents an entire region and way of life, “Southern”. In closing, I’ve earned the right to say this with credibility: The current schedule (showing May 31, 2015 COD) is still not being used for effective project management or reporting. The current schedule does not properly account for contingency or full scope of work. Realistic and safe goals should be set for COD in the 4th quarter of 2015. Anybody promising you anything better is either lying or not recognizing the issues. At a minimum, I would expect 4th quarter of 2015 to be a very aggressive “stretch” goal and the 1st or 2nd quarter of 2016 to be a more realistic stretch goal. The outcome depends on who is leading and what authority they are given to maximize efficiencies given the current poor state of the project. I wish I could do it for you, because I know I could lead Kemper to a world class, safe and efficient finish. The problem is, I’ve made too many Page 6 of 10 Letter to Tom and Kim r5.docx enemies along the way and you can’t replace the entire E&CS or MPC organizations to fix that. It has to be somebody else. I’ve already mentioned . Again, in my short conversations with him, I believe he could do it. The simple fact is, E&CS (esp. Construction) has never had a real plan, so they could not execute to a plan. Because they never had a real plan, they could not hold their people accountable because they didn’t want you to hold E&CS/MPC accountable. There is no denying that Kemper’s construction was going to be a daunting task regardless. What is inexcusable is that we, as a company, have allowed them to make a mockery of the basic principles of project management and common sense while all they offered in place of results were excuses and pathetic, misplaced blame. I have solid proof that in April 2013, while Construction continued to complain about lack of pipe and pipe hangers, there were over 130,000 linear feet of large bore pipe with 100% of the spools and 100% of the necessary pipe hangers, ready to be installed. That was about four months of production backlog. Why wasn’t Construction ever called out on this? The only thing our construction group is capable of constructing is a web of excuses, lies and confusion to keep even the people and agencies closest to them at a loss to describe what they were seeing or discover the truth behind why we were continually falling behind schedule and spending more and more over our budget. The Project Director, , with the full support of our Construction Manager and EVP of Construction ( and ) continued to proclaim and predict a COD of May 1, 2014 well into September 2013. How could they do this? How could nobody question this? Everybody knew it would take at least 4 months, at the VERY best, to go from first coal feed to the gasifier, to declaring COD. Are you telling me that we were to believe, with the “plan” we had in hand in September 2013, that (backing up four months from May 1, 2014) we were going to be ready to feed coal into the gasifier on January 1, 2013? Here we are, in September of 2014 and we still aren’t finished with construction. We just recently completed the gasifier pressure test. How can this be justified at any level? How could we be so bad at project scheduling and reporting or questioning the narrative coming out of E&CS? These same people have been allowed to persist in their excuses, deflections and delusions, most recently even fighting to maintain reporting COD of 4th Qtr 2014 as late as April 2014? Really? How’s that looking now? When will these people be invited to “retire” so they can quit embarrassing the rest of the company and hurting our credibility and endangering our employees? I hope you learn from this and future exchanges and do three things: 1. Solicit honest, outside help with relevant experience outside the regulated utility industry, preferably more from the petrochem/process industry and 2. Encourage executives (including you) to solicit face to face, informal meetings and lunches with the troops to get more accurate, well rounded information… not just from the people a level or two below you, but from the workers in the field, in the trenches. 3. (IMPORTANT) Hire somebody you can trust, somebody who has no allegiances to the old guard, somebody from the outside, who can come in, assess the reality of the situation and help formulate and assess prudent paths forward, so E&CS knows their grand plans and excuses will be met with proper scrutiny, questions and consequences. You need a personal consultant to help you navigate a safe and successful startup and handover on Kemper. I nominate . I hope you offer and I hope he accepts and, if this comes to pass, I hope he has the full weight of your authority to do the right thing. Respectfully, Brett Wingo (formerly bwingo@southernco.com) Page 7 of 10 Letter to Tom and Kim r5.docx