A.W. "Bill" Dahlberg, former Southern Co. chairman and chief executive, received a $2 million bonus last year as he retired after 41 years with the utility holding company, according to the firm's 2001 proxy statement released Wednesday.

Dahlberg retired April 1, 2001. Under a company policy covering its top executives, his $2.04 million bonus was figured as if he had worked for Southern for the full year, according to spokesman Marc Rice.

Dahlberg also received a salary of $246,279 covering the first three months of the year, plus $784,212 in other compensation and stock options valued at $6.7 million.

His successor as chief executive and chairman at Southern Co., Allen Franklin, received a salary of $855,969, plus a bonus of $1.87 million and other compensation of $47,556. In addition, Franklin received restricted stock awards valued at $648,863 and stock options valued at $2.6 million.

For the first three months of last year, Franklin was president and chief operating officer. Dahlberg is now chairman of Mirant Corp., a Southern Co. spinoff.

Southern announced that its annual meeting will be held May 22 at the newly opened Ritz-Carlton Lodge in Greensboro.

The company urged shareholders to vote against a "clean energy" shareholder proposal mandating increased investments in solar and wind energy. A group of shareholders has put the proposal on the agenda for annual meetings of Southern and three other top utility companies. A similar measure was voted down at last year's Southern Co. annual meeting.

Southern " has long recognized that renewable energy ... could potentially play a role in increasing the diversity of our fuel mix and in meeting our environmental goals,'' Southern said in its proxy. "The company opposes this proposal because it would call for the company to put in place a restricted and costly plan in regard to its future operations.''