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                                                                    EXHIBIT 10.6




                                     FORM OF

                           EMPLOYEE MATTERS AGREEMENT

                                     BETWEEN

                              THE SOUTHERN COMPANY

                                       AND

                              SOUTHERN ENERGY, INC.







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                                TABLE OF CONTENTS



<TABLE>
<S>                                                                                                              <C>
ARTICLE I  DEFINITIONS............................................................................................1
   1.01 Affiliated Company........................................................................................1
   1.02 Agreement.................................................................................................1
   1.03 Ancillary Agreements......................................................................................2
   1.04 ASO Contracts.............................................................................................2
   1.05 Change in Control Programs................................................................................2
   1.06 COBRA.....................................................................................................2
   1.07 Code......................................................................................................2
   1.08 Deferred Compensation Plan................................................................................2
   1.09 Distribution..............................................................................................2
   1.10 Distribution Date.........................................................................................2
   1.11 DOL.......................................................................................................2
   1.12 ERISA.....................................................................................................2
   1.13 ESOP......................................................................................................2
   1.14 ESP.......................................................................................................2
   1.15 Flexible Benefits Plan....................................................................................3
   1.16 FMLA......................................................................................................3
   1.17 Foreign Plan..............................................................................................3
   1.18 Fringe Benefits...........................................................................................3
   1.19 [reserved]................................................................................................3
   1.20 Group Insurance Policies..................................................................................3
   1.21 HCFA......................................................................................................3
   1.22 Health and Welfare Plans..................................................................................3
   1.23 Health Plans..............................................................................................3
   1.24 HMO.......................................................................................................3
   1.25 HMO Agreements............................................................................................3
   1.26 IPO.......................................................................................................4
   1.27 IPO Closing Date..........................................................................................4
   1.28 IPO Registration Statement................................................................................4
   1.29 IRS.......................................................................................................4
   1.30 Leave of Absence Programs.................................................................................4
   1.31 Liabilities...............................................................................................4
   1.32 Master Trust..............................................................................................4
   1.33 Non-Qualified Plans.......................................................................................4
   1.34 Omnibus Incentive Compensation Plan.......................................................................4
   1.35 Option....................................................................................................4
   1.36 Outsource.................................................................................................5
   1.37 Participating Company.....................................................................................5
   1.38 PBGC......................................................................................................5
   1.39 Pension Plan..............................................................................................5
   1.40 Performance Dividend Plan.................................................................................5
   1.41 Person....................................................................................................5
</TABLE>



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<TABLE>
<S>                                                                                                              <C>
   1.42 Plan......................................................................................................5
   1.43 Post-Employment Programs..................................................................................5
   1.44 PSP.......................................................................................................5
   1.45 QDRO......................................................................................................6
   1.46 QMCSO.....................................................................................................6
   1.47 Rabbi Trust...............................................................................................6
   1.48 Ratio.....................................................................................................6
   1.49 Record Date...............................................................................................6
   1.50 Retirement Plans..........................................................................................6
   1.51 SEC.......................................................................................................6
   1.52 Separation Agreement......................................................................................6
   1.53 SERP......................................................................................................6
   1.54 Severance Plans...........................................................................................6
   1.55 Short Term Incentive Plan.................................................................................6
   1.56 Southern..................................................................................................7
   1.57 Southern Employee.........................................................................................7
   1.58 Southern Energy...........................................................................................7
   1.59 Southern Energy Employee..................................................................................7
   1.60 Southern Energy Group.....................................................................................7
   1.61 Southern Energy Retired Employee..........................................................................7
   1.62 Southern Energy Stock Value...............................................................................7
   1.63 Southern Energy Terminated Employee.......................................................................7
   1.64 Southern Energy WCP Claims................................................................................8
   1.65 Southern Group............................................................................................8
   1.66 Southern Stock Value......................................................................................8
   1.67 Southern Terminated Employee..............................................................................8
   1.68 Southern WCP..............................................................................................8
   1.69 Stock Plan................................................................................................8
   1.70 Stock Purchase Plan.......................................................................................8
   1.71 Subsidiary................................................................................................8
   1.72 Supplemental Benefit Plan,................................................................................8
   1.73 Tax Indemnification Agreement.............................................................................8
   1.74 Union Plans...............................................................................................8
   1.75 Value Creation Plan.......................................................................................9

ARTICLE II  GENERAL PRINCIPLES....................................................................................9
   2.01 Assumption of Southern Energy Liabilities.................................................................9
   2.02 Establishment of Southern Energy Plans...................................................................10
   2.03 Southern Energy's Participation in Southern Plans........................................................10
   2.04 Terms of Participation by Southern Energy Employees in Southern
           Energy Plans..........................................................................................12
   2.05 Foreign Plans............................................................................................12
   2.06 Union Plans..............................................................................................12
</TABLE>



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<TABLE>
<S>                                                                                                             <C>
ARTICLE III  DEFINED BENEFIT PLAN................................................................................13
   3.01 Establishment of Master Pension Plan Trust...............................................................13
   3.02 Assumption of Pension Plan...............................................................................13
   3.03 No Distributions to Southern Energy Employees............................................................14

ARTICLE IV  DEFINED CONTRIBUTION PLANS...........................................................................14
   4.01 ESP......................................................................................................14
   4.02 ESOP.....................................................................................................14
   4.03 PSP......................................................................................................14
   4.04 Discretionary Plan Design................................................................................14
   4.05 Southern Energy Retired Employees........................................................................14

ARTICLE V  NON-QUALIFIED AND OTHER PLANS.........................................................................15
   5.01 Supplemental Benefit Plan................................................................................15
   5.02 Deferred Compensation Plan...............................................................................15
   5.03 SERP.....................................................................................................15
   5.04 Southern Energy Deferred Incentive Compensation Plan.....................................................16
   5.05 Southern Energy Change in Control Programs...............................................................16
   5.06 Southern Energy Rabbi Trust..............................................................................16
   5.07 Severance Plan...........................................................................................16

ARTICLE VI HEALTH AND WELFARE PLANS..............................................................................17
   6.01  Assumption of Health and Welfare Plan Liabilities.......................................................17
   6.02  Claims for Health and Welfare Plans.....................................................................17
   6.03  Post-Distribution Transitional Arrangements.............................................................18
   6.04  Vendor and Insurance Arrangements.......................................................................19
   6.05  COBRA...................................................................................................19
   6.06  Leave of Absence Programs and FMLA......................................................................20
   6.07  Southern Workers' Compensation Program..................................................................20

ARTICLE VII  EQUITY AND OTHER COMPENSATION.......................................................................21
   7.01  Southern Options........................................................................................21
   7.02  Southern Performance Dividend Plan......................................................................22
   7.03  Southern Energy Value Creation Plan.....................................................................22
   7.04  Stock Purchase Plan.....................................................................................22
   7.05  Southern Energy Omnibus Incentive Compensation Plan.....................................................22
   7.06  Southern Energy Short Term Incentive Plan...............................................................22
   7.07  Southern Performance Pay Plan...........................................................................22
   7.08  Performance Improvement Ramp Down.......................................................................23

ARTICLE VIII  FRINGE AND OTHER BENEFITS..........................................................................23
   8.01  Employee Assistance Program.............................................................................23
   8.02  Educational Assistance Program..........................................................................23
   8.03  Credit Union............................................................................................23
   8.04  Southern-Owned Cars.....................................................................................23
   8.05  Executive Financial Planning............................................................................23
   8.06  Relocation..............................................................................................24
   8.07  Other Benefits..........................................................................................24
</TABLE>



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<TABLE>
<S>                                                                                                             <C>
ARTICLE IX.......................................................................................................24
   9.01  Additional Service Level Agreements.....................................................................24
   9.02  Payment of Liabilities, Plan Expenses and Related Matters...............................................24
   9.03  Sharing of Participant Information......................................................................25
   9.04  Reporting and Disclosure Communications to Participants.................................................25
   9.05  Audits Regarding Vendor Contracts.......................................................................25
   9.06  Beneficiary Designations................................................................................26
   9.07  Requests for IRS and DOL Opinions.......................................................................26
   9.08  Fiduciary Matters.......................................................................................26
   9.09  Consent of Third Parties................................................................................26
   9.10  Southern Intranet.......................................................................................26
   9.11  Tax Cooperation.........................................................................................26
   9.12  Plan Returns............................................................................................26

ARTICLE X EMPLOYMENT-RELATED MATTERS.............................................................................27
   10.01  Terms of Southern Energy Employment....................................................................27
   10.02  HR Data Support Systems................................................................................27
   10.03  Non-Solicitation of Employees..........................................................................27
   10.04  Employment of Employees with U.S. Work Visas...........................................................27
   10.05  Confidentiality and Proprietary Information............................................................27
   10.06  Accrued Payroll, Bonuses, Profit Sharing and Commissions...............................................29
   10.07  Payroll and Withholding................................................................................30
   10.08  Personnel and Pay Records..............................................................................31
   10.09  Non-Termination of Employment; No Third-Party Beneficiaries............................................31
   10.10  Employment Litigation..................................................................................31

ARTICLE XI GENERAL PROVISIONS....................................................................................31
   11.01  Effect if IPO and/or Distribution Does Not Occur.......................................................31
   11.02  Relationship of Parties................................................................................32
   11.03  Affiliated Companies...................................................................................32
   11.04  Incorporation of Separation Agreement Provisions.......................................................32
   11.05  Governing Law..........................................................................................32
   11.06  Severability...........................................................................................32
   11.07  Amendment..............................................................................................32
   11.08  Termination............................................................................................33
   11.09  Conflict...............................................................................................33
   11.10  Counterparts...........................................................................................33

SCHEDULE 1.22  HEALTH AND WELFARE PLANS..........................................................................35

SCHEDULE 1.23  HEALTH PLANS......................................................................................36

SCHEDULE 1.43  POST-EMPLOYMENT PROGRAMS..........................................................................38

SECTION 2.01  EMPLOYMENT LIABILITIES INDEMNIFICATION.............................................................39

SCHEDULE 2.01(a)  BENEFITS AND LIABILITIES FOR SOUTHERN
           ENERGY RETIRED EMPLOYEES..............................................................................42

SCHEDULE 6.04(a) THIRD PARTY ASO CONTRACTS.......................................................................44

SCHEDULE 6.04(b) GROUP INSURANCE POLICIES........................................................................45
</TABLE>



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<TABLE>
<S>                                                                                                             <C>
SCHEDULE 6.04(c) THIRD PARTY HMO CONTRACTS.......................................................................46

SCHEDULE 7.04  STOCK PURCHASE PLAN...............................................................................47

SCHEDULE 7.05  SOUTHERN ENERGY OMNIBUS INCENTIVE
           COMPENSATION PLAN.....................................................................................48

SCHEDULE 8  FRINGE BENEFITS......................................................................................49

SCHEDULE 10.10(a) EMPLOYMENT LITIGATION TRANSFERRED
           CLAIMS................................................................................................50

SCHEDULE 10.10(b) EMPLOYMENT LITIGATION JOINTLY DEFEND
           CLAIMS................................................................................................51
</TABLE>



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                           EMPLOYEE MATTERS AGREEMENT



         This EMPLOYEE MATTERS AGREEMENT (this "Agreement") is entered into on
__________, 2000, between The Southern Company ("Southern"), a Delaware
corporation and Southern Energy, Inc. ("Southern Energy"), a Delaware
corporation. Capitalized terms used herein (other than the formal names of
Southern Plans (as defined below) and related trusts of Southern) and not
otherwise defined, shall have the respective meanings assigned to them in
Article I hereof.

         WHEREAS, the Board of Directors of Southern has determined that it is
in the best interests of Southern and its shareholders to separate the
businesses of Southern and Southern Energy and to cause Southern Energy to offer
its stock for public trading;

         WHEREAS, Southern currently contemplates that, within 12 months
following such public offering, Southern will distribute to the holders of its
common stock, by means of a pro rata distribution, all of the shares of Southern
Energy common stock then owned by Southern;

         WHEREAS, in furtherance of the foregoing, Southern and Southern Energy
have agreed to enter into this Agreement to allocate between them assets,
liabilities and responsibilities with respect to certain employee compensation,
benefit plans and programs, and certain employment matters; and

         NOW, THEREFORE, in consideration of the foregoing and the covenants and
agreements set forth below, the parties hereto agree as follows:



                                    ARTICLE I

                                   DEFINITIONS

         Wherever used in this Agreement, the following terms shall have the
meanings indicated below, unless a different meaning is plainly required by the
context. The singular shall include the plural, unless the context indicates
otherwise. Headings of sections are used for convenience of reference only, and
in case of conflict, the text of this Agreement, rather than such headings,
shall control:

         1.01 AFFILIATED COMPANY. "Affiliated Company" shall have the meaning
set forth in the Separation Agreement.

         1.02 AGREEMENT. "Agreement" means this Employee Matters Agreement,
including all the Addenda, Schedules and Exhibits hereto, and all amendments
made hereto from time to time.



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         1.03 ANCILLARY AGREEMENTS. "Ancillary Agreements" means all of the
underlying agreements, documents and instruments referred to, contemplated by,
or made a part of the Separation Agreement.

         1.04 ASO CONTRACTS. "ASO Contracts" is defined in Subsection 6.04(a)
and the Schedule 6.04(a).

         1.05 CHANGE IN CONTROL PROGRAMS. "Change in Control Programs," when
immediately preceded by "Southern," means the Southern Executive Change in
Control Plan, the Southern Change in Control Plan and the individual change in
control agreements entered into with executives of Southern. When immediately
preceded by "Southern Energy," "Change in Control Programs" means the Southern
Energy change in control plans to be established by Southern Energy pursuant to
Sections 2.02 and 5.05 that correspond to the respective Southern Change in
Control Programs.

         1.06 COBRA. "COBRA" means the continuation coverage requirements
for "group health plans" under Title X of the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended from time to time, and as codified in
Code Section 4980B and ERISA Sections 601 through 608.

         1.07 CODE. "Code" means the Internal Revenue Code of 1986, as amended
from time to time.

         1.08 DEFERRED COMPENSATION PLAN. "Deferred Compensation Plan," when
immediately preceded by "Southern," means the Southern Deferred Compensation
Plan. When immediately preceded by "Southern Energy," "Deferred Compensation
Plan" means the Southern Energy deferred compensation plan to be established by
Southern Energy pursuant to Sections 2.02 and 5.02 that corresponds to the
Southern Deferred Compensation Plan.

         1.09 DISTRIBUTION. "Distribution" means a pro rata distribution by
Southern to the holders of its common stock of all the shares of Southern Energy
common stock owned by Southern, as the same is further described in the
Separation Agreement.

         1.10 DISTRIBUTION DATE. "Distribution Date" means the date that the
Distribution is effective.

         1.11 DOL. "DOL" means the United States Department of Labor.

         1.12 ERISA. "ERISA" means the Employee Retirement Income Security Act
of 1974, as amended from time to time.

         1.13 ESOP. "ESOP," when immediately preceded by "Southern," means the
Southern Employee Stock Ownership Plan, a defined contribution plan.

         1.14 ESP. "ESP," when immediately preceded by "Southern," means the
Southern Employee Savings Plan, a defined contribution plan. When immediately
preceded by "Southern Energy," "ESP" means the employee savings plan to be
established by Southern Energy pursuant to Sections 2.02 and 4.01 that
corresponds to the Southern Employee Savings Plan.



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         1.15 FLEXIBLE BENEFITS PLAN. "Flexible Benefits Plan," when immediately
preceded by "Southern," means the Southern Flexible Benefits Plan. When
immediately preceded by "Southern Energy," Flexible Benefits Plan means the
Southern Energy flexible benefits plan to be established by Southern Energy
pursuant to Sections 2.02 and Article VI that corresponds to the Southern
Flexible Benefits Plan.

         1.16 FMLA. "FMLA" means the Family and Medical Leave Act of 1993, as
amended from time to time.

         1.17 FOREIGN PLAN. "Foreign Plan" means those Southern Energy Plans
maintained by Southern Energy for the benefit of its non-expatriate employees
outside the U.S.

         1.18 FRINGE BENEFITS. "Fringe Benefits," when immediately preceded by
"Southern," means the Southern employee assistance program and other fringe
benefits, plans, programs and arrangements sponsored and maintained by Southern
(as set forth in Article VIII and the Schedule attached thereto). When
immediately preceded by "Southern Energy," "Fringe Benefits" means the fringe
benefits, plans, programs and arrangements established or to be established by
Southern Energy pursuant to Section 2.02 and Article VIII that correspond to the
respective Southern Fringe Benefits.

         1.19 [RESERVED].

         1.20 GROUP INSURANCE POLICIES. "Group Insurance Policies" is defined in
Subsection 6.04(b) and the Schedule thereto.

         1.21 HCFA. "HCFA" means the United States Health Care Financing
Administration.

         1.22 HEALTH AND WELFARE PLANS. "Health and Welfare Plans," when
immediately preceded by "Southern," means the Southern Health Plans, the
Southern Flexible Benefits Plan, and the health and welfare plans listed on
Schedule 1.22 established and maintained by Southern for the benefit of
employees and retirees of the Southern Group, and such other welfare plans or
programs as may apply to such employees and retirees as of the Distribution
Date. When immediately preceded by "Southern Energy," "Health and Welfare Plans"
means the Southern Energy Health Plans, the Southern Energy Flexible Benefits
Plan, and the health and welfare plans to be established by Southern Energy
pursuant to Section 2.02 and Article VI that correspond to the respective
Southern Health and Welfare Plans.

         1.23 HEALTH PLANS. "Health Plans," when immediately preceded by
"Southern," means the Plans set forth on Schedule 1.23, and any similar or
successor plans, programs or arrangements. When immediately preceded by
"Southern Energy," "Health Plans" means the health plans, programs and
arrangements to be established by Southern Energy pursuant to Section 2.02 and
Article VI that correspond to the respective Southern Health Plans.

         1.24 HMO. "HMO" means a health maintenance organization that provides
benefits under the Southern Health Plans or the Southern Energy Health Plans.

         1.25 HMO AGREEMENTS. "HMO Agreements" is defined in Subsection 6.04(c)
and Schedule 6.04(c).



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         1.26 IPO. "IPO" means the initial public offering of Southern Energy
common stock pursuant to a registration statement on Form S-1 pursuant to the
Securities Act of 1933, as amended.

         1.27 IPO CLOSING DATE. "IPO Closing Date" means the date of the closing
of the IPO, as further defined in the Separation Agreement.

         1.28 IPO REGISTRATION STATEMENT. "IPO Registration Statement" means the
registration statement on Form S-1 pursuant to the Securities Act of 1933 as
amended, to be filed with the SEC registering the shares of common stock of
Southern Energy to be issued in the IPO, together with all amendments thereto.

         1.29 IRS. "IRS" means the United States Internal Revenue Service.

         1.30 LEAVE OF ABSENCE PROGRAMS. "Leave of Absence Programs," when
immediately preceded by "Southern," means the personal, medical, military and
FMLA leave offered from time to time under the personnel policies and practices
of Southern. When immediately preceded by "Southern Energy," "Leave of Absence
Programs" means the leave of absence programs established and maintained by
Southern Energy.

         1.31 LIABILITIES. "Liabilities" means all debts, liabilities,
guarantees, assurances, commitments, and obligations, whether fixed, contingent
or absolute, asserted or unasserted, matured or unmatured, liquidated or
unliquidated, accrued or not accrued, known or unknown, due or to become due,
whenever or however arising (including, without limitation, whether arising out
of any Contract or tort based on negligence or strict liability) and whether or
not the same would be required by generally accepted principles and accounting
policies to be reflected in financial statements or disclosed in the notes
thereto. "Contract" means any contract, agreement, lease, license, sales order,
purchase order, instrument or other commitment that is binding on any Person or
any part of its property under applicable law.

         1.32 MASTER TRUST. "Master Trust," when immediately preceded by
"Southern," means the Southern Master Trust. When immediately preceded by
"Southern Energy," "Master Trust" means the Southern Energy Master Trust
described in Section 3.01.

         1.33 NON-QUALIFIED PLANS. "Non-Qualified Plans," when immediately
preceded by "Southern," means the Southern Supplemental Benefit Plan, the
Southern SERP and the Southern Deferred Compensation Plan. When immediately
preceded by "Southern Energy," "Non-Qualified Plans" means the deferred
compensation, supplemental executive retirement and supplemental benefit plans,
programs, or arrangements established or to be established by Southern Energy
pursuant to Section 2.02 and Article V.

         1.34 OMNIBUS INCENTIVE COMPENSATION PLAN. "Omnibus Incentive
Compensation Plan" means the Southern Energy Omnibus Incentive Compensation Plan
as described in Section 7.05.

         1.35 OPTION. "Option," when immediately preceded by "Southern," means
an option to purchase Southern common stock pursuant to a Stock Plan. When
immediately preceded by "Southern Energy," "Option" means an option to purchase
Southern Energy common stock



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pursuant to a plan providing such benefits to be established by Southern Energy
pursuant to Section 2.02 and Article VII.

         1.36 OUTSOURCE. "Outsource" is defined in Subsection 6.02(b).

         1.37 PARTICIPATING COMPANY. "Participating Company" means: (a)
Southern; (b) any Person (other than an individual) that Southern has approved
for participation in, has accepted participation in, and which is participating
in, a Plan sponsored by Southern; or (c) any Person (other than an individual)
which, by the terms of such Plan, participates in such Plan or any employees of
which, by the terms of such Plan, participate in or are covered by such Plan.

         1.38 PBGC. "PBGC" means the Pension Benefit Guaranty Corporation.

         1.39 PENSION PLAN. "Pension Plan," when immediately preceded by
"Southern," means the Southern Pension Plan, a defined benefit plan. When
immediately preceded by "Southern Energy," "Pension Plan" means the pension plan
to be established by Southern Energy pursuant to Section 2.02 and Article III
that corresponds to the Southern Pension Plan.

         1.40 PERFORMANCE DIVIDEND PLAN. "Performance Dividend Plan," when
immediately preceded by "Southern," means the Southern Performance Dividend
Plan. When immediately preceded by "Southern Energy," "Performance Dividend
Plan" means the dividend plan, if any, established by Southern Energy pursuant
to Section 2.02 and Article VII that corresponds to the Southern Performance
Dividend Plan.

         1.41 PERSON. "Person" means an individual, a partnership, a
corporation, a limited liability company, an association, a joint stock company,
a trust, a joint venture, an unincorporated organization, and a governmental
entity or any department, agency or political subdivision thereof.

         1.42 PLAN. "Plan," means any plan, policy, program, payroll practice,
arrangement, contract, trust, insurance policy, or any agreement or funding
vehicle providing compensation or benefits to employees, former employees or
directors of Southern or Southern Energy.

         1.43 POST-EMPLOYMENT PROGRAMS. "Post-Employment Programs," when
immediately preceded by "Southern," means the Plans set forth on Schedule 1.43
that permit certain retirees and former employees of the Southern Group and
their eligible spouses and dependents to continue to receive coverage and
benefits under certain Southern Health and Welfare Plans for a designated period
of time. When immediately preceded by "Southern Energy," "Post-Employment
Programs" means such continuation programs to be established by Southern Energy
pursuant to Sections 2.02 and Article VI that correspond to the Southern
Post-Employment Programs.

         1.44 PSP. "PSP," when immediately preceded by "Southern," means the
Southern Performance Sharing Plan, a defined contribution plan. When immediately
preceded by "Southern Energy," "PSP" means the performance sharing plan, if any,
to be established by Southern Energy pursuant to Sections 2.02 and 4.03 that
corresponds to the Southern Performance Sharing Plan.



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         1.45 QDRO. "QDRO" means a domestic relations order which qualifies
under Code Section 414(p) and ERISA Section 206(d) and which creates or
recognizes an alternate payee's right to, or assigns to an alternate payee, all
or a portion of the benefits payable to a participant under any of the Southern
Retirement Plans.

         1.46 QMCSO. "QMCSO" means a medical child support order which qualifies
under ERISA Section 609(a) and which creates or recognizes the existence of an
alternate recipient's right to, or assigns to an alternate recipient the right
to, receive benefits for which a participant or beneficiary is eligible under
any of the Health Plans.

         1.47 RABBI TRUST. "Rabbi Trust," when immediately preceded by
"Southern," means the rabbi trust established for purposes of holding assets
under the Southern Executive Deferred Compensation Trust. When immediately
preceded by "Southern Energy," "Rabbi Trust" means the rabbi trust to be
established by Southern Energy pursuant to Section 5.06 that corresponds to the
Southern Rabbi Trust.

         1.48 RATIO. "Ratio" means the ratio determined by dividing the Southern
Energy Stock Value by the Southern Stock Value.

         1.49 RECORD DATE. "Record Date" means the close of business on the date
to be determined by the Board of Directors of Southern as the record date for
determining the stockholders of Southern entitled to receive shares of common
stock of Southern Energy in the Distribution.

         1.50 RETIREMENT PLANS. "Retirement Plans," when immediately preceded by
"Southern," means the Southern Pension Plan, the Southern ESP, the Southern ESOP
and the Southern PSP. When immediately preceded by "Southern Energy,"
"Retirement Plans" means all defined contribution and defined benefit plans
established or to be established by Southern Energy pursuant to Section 2.02,
and Articles III and IV that correspond to, or receive assets from, the
respective Southern Retirement Plans.

         1.51 SEC. "SEC" means the United States Securities and Exchange
Commission.

         1.52 SEPARATION AGREEMENT. "Separation Agreement" means the Master
Separation and Distribution Agreement dated as of [______________, 2000], of
which this Agreement is an Exhibit.

         1.53 SERP. "SERP," when immediately preceded by "Southern," means the
Southern Supplemental Executive Retirement Plan. When immediately preceded by
"Southern Energy," "SERP" means the Southern Energy Supplemental Executive
Retirement Plan.

         1.54 SEVERANCE PLANS. "Severance Plans," when immediately preceded by
"Southern," means the severance pay plans established and maintained by
Southern. When immediately preceded by "Southern Energy," "Severance Plans"
means the severance pay plans established and maintained by Southern Energy.

         1.55 SHORT TERM INCENTIVE PLAN. "Short Term Incentive Plan" means the
Southern Energy Short Term Incentive Plan described in Section 7.06.



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         1.56 SOUTHERN. "Southern" means The Southern Company, a Delaware
corporation. In all such instances in which Southern is referred to in this
Agreement, it shall also be deemed to include a reference to each member of the
Southern Group, unless it specifically provides otherwise; Southern shall be
solely responsible to Southern Energy for ensuring that each member of the
Southern Group complies with the applicable terms of this Agreement.

         1.57 SOUTHERN EMPLOYEE. "Southern Employee" means an individual who, on
the Distribution Date, is or was employed within the Southern Group and is not a
Southern Energy Employee.

         1.58 SOUTHERN ENERGY. "Southern Energy" means Southern Energy, Inc., a
Delaware corporation. In all such instances in which Southern Energy is referred
to in this Agreement, it shall also be deemed to include a reference to each
member of the Southern Energy Group, unless it specifically provides otherwise;
Southern Energy shall be solely responsible to Southern for ensuring that each
member of the Southern Energy Group complies with the applicable terms of this
Agreement.

         1.59 SOUTHERN ENERGY EMPLOYEE. "Southern Energy Employee" means any
individual who, as of the Distribution Date, is: (a) either actively employed
by, or on a leave of absence from, the Southern Energy Group; (b) a Southern
Energy Terminated Employee; (c) an alternate payee under a QDRO, alternate
recipient under a QMCSO, beneficiary, covered dependent, or qualified
beneficiary (as such term is defined under COBRA), of an employee described in
Subsection (a) or (b) above; or (d) an employee or group of employees designated
by Southern and Southern Energy, by mutual agreement, as Southern Energy
Employees; but not (e) a Southern Energy Retired Employee. An employee may be a
Southern Energy Employee pursuant to this Section regardless of whether such
employee is, as of the Distribution Date, alive, actively employed, on a
temporary leave of absence from active employment, on layoff, terminated from
employment, retired or on any other type of employment or post-employment status
relative to a Southern Plan, and regardless of whether, as of the Distribution
Date, such employee is then receiving any benefits from a Southern Plan.

         1.60 SOUTHERN ENERGY GROUP. "Southern Energy Group" shall have the
meaning set forth in the Separation Agreement.

         1.61 SOUTHERN ENERGY RETIRED EMPLOYEE. "Southern Energy Retired
Employee" means any Southern Energy Employee who retired on or before the
Distribution Date and who is identified as a Southern Energy Retired Employee by
mutual agreement between Southern Energy and Southern on or before the
Distribution Date.

         1.62 SOUTHERN ENERGY STOCK VALUE. "Southern Energy Stock Value" means
the opening per-share price of Southern Energy common stock as listed on the
NYSE or NASDAQ, as applicable, on the first trading day after the Distribution
Date.

         1.63 SOUTHERN ENERGY TERMINATED EMPLOYEE. "Southern Energy Terminated
Employee" means any individual who is a former employee of the Southern Group
who was terminated from the Southern Energy Group on or before the Distribution.
Notwithstanding the foregoing, "Southern Energy Terminated Employee" shall not,
unless otherwise expressly



                                       7
<PAGE>   14

provided to the contrary in this Agreement, include: (a) an individual who is a
Southern Employee at the Distribution Date; (b) an individual who is otherwise a
Southern Energy Terminated Employee, but who is subsequently employed by the
Southern Group on or prior to the Distribution Date; or (c) a Southern Energy
Retired Employee.

         1.64 SOUTHERN ENERGY WCP CLAIMS. "Southern Energy WCP Claims" is
defined in Subsection 6.07(a)(i).

         1.65 SOUTHERN GROUP. "Southern Group" shall have the meaning set forth
in the Separation Agreement.

         1.66 SOUTHERN STOCK VALUE. "Southern Stock Value" means the closing
per-share price of Southern common stock as listed on the NYSE on the last
trading day before the Distribution Date.

         1.67 SOUTHERN TERMINATED EMPLOYEE. "Southern Terminated Employee" means
any individual who is a former employee of the Southern Group and who, on the
Distribution Date, is not a Southern Energy Employee.

         1.68 SOUTHERN WCP. "Southern WCP" means the Southern Workers'
Compensation Program, comprised of the various arrangements established by a
member of the Southern Group to comply with the workers' compensation
requirements of the states in which the Southern Group conducts business.

         1.69 STOCK PLAN. "Stock Plan," when immediately preceded by "Southern,"
means the Southern Performance Stock Plan, pursuant to which employees and other
service providers hold Options.

         1.70 STOCK PURCHASE PLAN. "Stock Purchase Plan" means the employee
stock purchase plan to be established by Southern Energy pursuant to Section
7.04.

         1.71 SUBSIDIARY. "Subsidiary" shall have the meaning set forth in the
Separation Agreement.

         1.72 SUPPLEMENTAL BENEFIT PLAN. "Supplemental Benefit Plan," when
immediately preceded by "Southern," means the Southern Supplemental Benefit
Plan. When immediately preceded by "Southern Energy," "Supplemental Benefit
Plan" means the Southern Energy supplemental benefit plan to be established
pursuant to Sections 2.02 and 5.01 that corresponds to the respective Southern
Supplemental Benefit Plan.

         1.73 TAX INDEMNIFICATION AGREEMENT. "Tax Indemnification Agreement"
means the Ancillary Agreement which is attached as an exhibit to the Separation
Agreement.

         1.74 UNION PLANS. "Union Plans," when immediately preceded by "Southern
Energy," means all Plans maintained by Southern Energy exclusively for the
benefit of certain of its bargaining unit employees.



                                       8
<PAGE>   15

         1.75 VALUE CREATION PLAN. "Value Creation Plan," when immediately
preceded by "Southern Energy," means the Southern Energy Value Creation Plan, as
maintained by Southern Energy as of the date of the Agreement.



                                   ARTICLE II

                               GENERAL PRINCIPLES

         2.01 ASSUMPTION OF SOUTHERN ENERGY LIABILITIES. Except as specified
otherwise in this Agreement, or as mutually agreed upon by Southern Energy and
Southern from time to time, Southern Energy hereby assumes and agrees to pay,
perform, fulfill and discharge, in accordance with their respective terms, all
of the following: (a) subject to Section 9.02 and to the indemnification
provisions of Schedule 2.01, all Liabilities to or relating to Southern Energy
Employees, in each case relating to, arising out of or resulting from employment
by the Southern Group before the Distribution Date, (including Liabilities
arising under or relating to Southern Plans and Southern Energy Plans); (b)
subject to Section 9.02 and to the indemnification provisions of Schedule 2.01,
all other Liabilities to or relating to Southern Energy Employees, to the extent
relating to, arising out of or resulting from future, present or former
employment with the Southern Energy Group (including Liabilities arising under
or relating to Southern Plans and Southern Energy Plans); (c) subject to Section
9.02 and to the indemnification provisions of Schedule 2.01, all Liabilities
relating to, arising out of or resulting from any other actual or alleged
employment relationship with the Southern Energy Group; and (d) subject to
Section 9.02 and to the indemnification provisions of Schedule 2.01, all other
Liabilities relating to, arising out of or resulting from obligations,
liabilities and responsibilities expressly assumed or retained by the Southern
Energy Group or a Southern Energy Plan, pursuant to this Agreement. Except as
specified otherwise in this Agreement or as otherwise mutually agreed upon by
Southern and Southern Energy from time to time, Southern shall transfer to
Southern Energy amounts equal to trust assets and other related assets as
consistent with the applicable Plan transition that arises out of or relates to
Southern Energy's interest in each Southern Plan. Except as specified otherwise
in this Agreement or as otherwise mutually agreed upon by Southern and Southern
Energy from time to time, Southern Energy, shall transfer to Southern, when
appropriate, amounts equal to trust assets and other assets, as consistent with
the applicable Southern Plans, that arise out of or relate to Southern Energy's
Liabilities for or relating to Southern Energy Retired Employees' interests in
Southern and/or Southern Energy Plans or with respect to Southern Employees who
previously accrued Liabilities under either Southern Energy Plans or Southern
Plans while an employee of Southern Energy. Notwithstanding the foregoing, the
Liabilities and/or assets attributable to Southern Energy Retired Employees
shall be determined as provided in Schedule 2.01(a).



                                       9
<PAGE>   16

         2.02 ESTABLISHMENT OF SOUTHERN ENERGY PLANS.

                  (a) Health and Welfare Plans. Except as specified otherwise in
         this Agreement, effective as of the Distribution Date or such other
         date(s) as Southern and Southern Energy may mutually agree, Southern
         Energy shall adopt the Southern Energy Health and Welfare Plans and
         Southern Energy Post-Employment Programs. The foregoing Southern Energy
         Plans as in effect as of the Distribution Date shall be comparable to
         the Southern Plans as in effect on the Distribution Date.

                  (b) Retirement Plans and Fringe Benefits. Except as specified
         otherwise in this Agreement, effective as of the Distribution Date or
         such other date(s) as Southern and Southern Energy may mutually agree,
         Southern Energy shall adopt the Southern Energy Retirement Plans and
         the Southern Energy Fringe Benefits. The foregoing Southern Energy
         Plans as in effect as of the Distribution Date shall be comparable to
         the Southern Plans as in effect on the Distribution Date.

                  (c) Equity and Other Compensation. Except as specified
         otherwise in this Agreement, effective as of the IPO Closing Date or
         such other date(s) as Southern and Southern Energy may mutually agree,
         Southern Energy shall adopt such Plans as may be determined to be
         appropriate, including, without limitation, the Southern Energy Omnibus
         Incentive Compensation Plan and the Southern Energy Stock Purchase
         Plan. Except as specified otherwise in this Agreement, effective as of
         the Distribution Date or such other date(s) as Southern and Southern
         Energy may mutually agree, Southern Energy shall adopt such Plans as
         may be determined to be appropriate, including, without limitation, the
         Southern Energy Deferred Compensation Plan, the Southern Energy
         Supplemental Benefit Plan, the Southern Energy Change in Control
         Programs and the Southern Energy Deferred Compensation Trust. The
         foregoing Southern Energy Plans as in effect as of the Distribution
         Date shall be comparable to the Southern Plans as in effect on the
         Distribution Date.

                  (d) Southern Energy Under No Obligation to Maintain Plans.
         Except as specified otherwise in this Agreement, nothing in this
         Agreement shall preclude Southern Energy, at any time from amending,
         merging, modifying, terminating, eliminating, reducing, or otherwise
         altering in any respect any Southern Energy Plan, any benefit under any
         Southern Energy Plan or any trust, insurance policy or funding vehicle
         related to any Southern Energy Plan (to the extent permitted by law).

         2.03 SOUTHERN ENERGY'S PARTICIPATION IN SOUTHERN PLANS.

                  (a) Participation in Southern Plans.

                           (i)      Except as specified otherwise in this
                                    Agreement, or as Southern and Southern
                                    Energy may mutually agree, Southern Energy
                                    shall continue as a Participating Company in
                                    the Southern Plans in effect as of the IPO
                                    Closing Date, to the extent that Southern
                                    Energy has not yet established comparable
                                    Plans. Effective as of any date on or after
                                    the IPO Closing Date and before the
                                    Distribution Date (or such other date



                                       10
<PAGE>   17

                                    as Southern or Southern Energy may mutually
                                    agree upon), any member of the Southern
                                    Energy Group not described in the preceding
                                    sentence may, at its request and with the
                                    consent of Southern and Southern Energy,
                                    become a Participating Company in any or all
                                    of the Southern Plans, to the extent that
                                    Southern Energy has not yet established a
                                    comparable Plan.

                           (ii)     On and after the Distribution Date, Southern
                                    Energy Retired Employees shall continue to
                                    participate in the Southern Plans for which
                                    they are eligible as of the Distribution
                                    Date, including, but not limited to, the
                                    Southern Post-Employment Programs, Southern
                                    Pension Plan and any Southern Plan as
                                    provided in Article V.

                  (b) Southern's General Obligations as Plan Sponsor.

                           (i)      To the extent that Southern Energy is a
                                    Participating Company in any Southern
                                    Plan(s), Southern shall continue to
                                    administer, or cause to be administered, in
                                    accordance with their terms and applicable
                                    law, such Southern Plan(s), and shall have
                                    the sole and absolute discretion and
                                    authority to interpret the Southern Plan(s),
                                    as set forth therein. Southern shall not,
                                    without first consulting with Southern
                                    Energy, amend any material feature of any
                                    Southern Plan in which Southern Energy is a
                                    Participating Company, except to the extent
                                    such amendment would not affect any benefits
                                    of Southern Energy Employees under such Plan
                                    or as may be necessary or appropriate to
                                    comply with applicable law.

                           (ii)     With regard to Southern Energy Retired
                                    Employees participating in Southern Plans
                                    after the Distribution Date, Southern shall
                                    continue to administer, or cause to be
                                    administered, in accordance with their terms
                                    and applicable law, such Southern Plans, and
                                    shall have sole and absolute discretion and
                                    authority to interpret such Plans or amend
                                    such plans, as set forth therein.

                  (c) Southern Energy's General Obligations as Participating
         Company. Southern Energy shall perform with respect to its
         participation in the Southern Plans, the duties of a Participating
         Company as set forth in each such Plan or any procedures adopted
         pursuant thereto, including (without limitation): (i) assisting in the
         administration of claims, to the extent requested by the claims
         administrator of the applicable Southern Plan; (ii) cooperating fully
         with Southern Plan auditors, benefit personnel and benefit vendors;
         (iii) preserving the confidentiality of all financial arrangements
         Southern has or may have with any vendors, claims administrators,
         trustees or any other entity or individual with whom Southern has
         entered into an agreement relating to the Southern Plans; and (iv)
         preserving the confidentiality of participant information (including,
         without limitation, health information in relation to FMLA leaves) to
         the extent not specified otherwise in this Agreement.



                                       11
<PAGE>   18

                  (d) Termination of Participating Company Status. Except as
         otherwise may be mutually agreed upon by Southern and Southern Energy,
         effective as of the Distribution Date or such other date as Southern
         Energy establishes a comparable Plan (as specified in Section 2.02 or
         otherwise in this Agreement), Southern Energy shall automatically cease
         to be a Participating Company in the corresponding Southern Plan.

         2.04 TERMS OF PARTICIPATION BY SOUTHERN ENERGY EMPLOYEES IN SOUTHERN
ENERGY PLANS.

                  (a) Non-Duplication of Benefits. As of the Distribution Date
         or such later date that applies to the particular Southern Energy Plan
         established thereafter, the Southern Energy Plans shall be, with
         respect to Southern Energy Employees, in all respects the successors in
         interest to, and shall not provide benefits that duplicate benefits
         provided by, the corresponding Southern Plans. Southern and Southern
         Energy shall mutually agree, if necessary, on methods and procedures,
         including amending the respective Plan documents, to prevent Southern
         Energy Employees from receiving duplicate benefits from the Southern
         Plans and the Southern Energy Plans.

                  (b) Service Credit. Except as specified otherwise in this
         Agreement, with respect to Southern Energy Employees, each Southern
         Energy Plan shall provide that all service, all compensation and all
         other benefit-affecting determinations that, as of the Distribution
         Date, were recognized under the corresponding Southern Plan shall, as
         of the Distribution Date, receive full recognition and credit and be
         taken into account under such Southern Energy Plan to the same extent
         as if such items occurred under such Southern Energy Plan, except to
         the extent that duplication of benefits would result. The service
         crediting provisions shall be subject to any respectively applicable
         "service bridging," "break in service," "employment date," or
         "eligibility date" rules under the Southern Energy Plans and the
         Southern Plans.

         2.05 FOREIGN PLANS. Southern Energy intends to maintain all Foreign
Plans in existence as of the IPO Closing Date up to and through the Distribution
Date.

         2.06 UNION PLANS. Southern and/or Southern Energy shall continue to
maintain all Union Plans in existence as of the IPO Closing Date up to and after
the Distribution Date in accordance with the terms of those plans and subject to
collective bargaining.



                                       12
<PAGE>   19

                                   ARTICLE III

                              DEFINED BENEFIT PLAN

         3.01 ESTABLISHMENT OF MASTER PENSION PLAN TRUST. Southern Energy Master
Trust. Effective as of or before the Distribution Date, Southern Energy shall
establish, or cause to be established, a separate master trust which is intended
to be qualified under Code Section 401(a) and exempt from taxation under Code
Section 501(a)(1) (the "Southern Energy Master Trust"), to hold the assets of
the Southern Energy Pension Plan, the Southern Energy Resources, Inc. Pension
Plan for Bargaining Unit Employees and the Southern Energy Resources, Inc.
Hourly Operations Pension Plan.

         3.02 ASSUMPTION OF PENSION PLAN.

                  (a) Assumption of Liabilities by Southern Energy Pension Plan.
         Effective as of the Distribution Date, all accrued benefits of Southern
         Energy Employees under the Southern Pension Plan will be transferred to
         the Southern Energy Pension Plan. The Southern Energy Pension Plan
         shall assume and be solely responsible for all Liabilities for or
         relating to the accrued benefits of the Southern Energy Employees under
         the Southern Pension Plan as of the Distribution Date.

                  (b)  Asset Allocation and Transfers.

                           (i) As soon as reasonably practicable, but in any
                  case before the Distribution Date, Southern shall engage
                  actuaries and cause to be determined for the Southern Pension
                  Plan the amount of assets to be transferred from the Southern
                  Pension Plan to the Southern Energy Pension Plan. Such amount
                  shall be equal to the greater of (A) the amount required under
                  Code Section 414(l), or (B) the amount in the sub-account
                  within the Southern Master Trust that has been separately
                  maintained and accounted for on behalf of Southern Energy
                  Employees less the amount attributable to Southern Energy
                  Retired Employees. The actuarial assumptions that will be used
                  to value the benefit Liabilities described in the preceding
                  sentence shall be consistent with the actuarial assumptions
                  used by Southern in prior valuations and shall be mutually
                  agreed to by Southern and Southern Energy prior to the
                  Distribution Date.

                           (ii) The Southern Energy Pension Plan and the
                  Southern Energy Master Trust shall not receive a transfer of
                  any assets currently held in a Code Section 401(h) sub-account
                  within the Southern Master Trust.

                           (iii) As soon as reasonably practicable, the amount
                  determined in Subsection 3.02(b)(i) above of the assets of the
                  Southern Pension Plan valued as of the Distribution Date shall
                  be transferred to the Southern Energy Pension Plan.



                                       13
<PAGE>   20

         3.03 NO DISTRIBUTIONS TO SOUTHERN ENERGY EMPLOYEES. The Southern
Pension Plan and the Southern Energy Pension Plan shall provide that no
distribution of retirement benefits shall be made to any Southern Energy
Employee on account of the Southern Energy Group ceasing to be a Subsidiary of
the Southern Group as of the Distribution Date.



                                   ARTICLE IV

                           DEFINED CONTRIBUTION PLANS

         4.01 ESP. Effective as of the Distribution Date, Southern Energy shall
establish, or cause to be established, a trust, which is intended to be
qualified under Code Section 401(a), exempt from taxation under Code Section
501(a)(1), and forming the Southern Energy ESP. Such Southern Energy ESP shall
be comparable to the Southern ESP. Upon the mutual agreement of Southern and
Southern Energy, the Southern Energy ESP shall accept asset transfers from the
Southern ESP, PSP and/or ESOP. As soon as reasonably practicable after the
Distribution Date, Southern Energy shall use its commercially reasonable best
efforts to enter into agreements to accomplish such asset transfer(s), to engage
a trustee and recordkeeper and to transfer and maintain the necessary
participant records. Southern Energy and Southern each agree to use their
commercially reasonable best efforts to accomplish any transfer of assets.

         4.02 ESOP. After the 1999 plan year contribution is made to the
Southern ESOP, no further contributions will be made to accounts for Southern
Energy Employees. After the Distribution Date, Southern Energy shall not
establish a Plan comparable to the Southern ESOP, but may, at its discretion,
allow transfers of assets in the Southern ESOP to another tax qualified Plan
maintained by Southern Energy.

         4.03 PSP. Effective as of the Distribution Date, Southern Energy may,
at its discretion, establish, or cause to be established, a trust, which is
intended to be qualified under Code Section 401(a), exempt from taxation under
Code Section 501(a)(1), and forming the Southern Energy PSP. Such Southern
Energy PSP, if established, shall be comparable to the Southern PSP. Upon the
mutual agreement of Southern and Southern Energy, the Southern Energy PSP shall
accept asset transfers from the Southern PSP. Notwithstanding the foregoing, it
is Southern Energy's intent that no action will cause a Southern Energy employee
to lose his or her unvested right to an account balance in the Southern PSP.

         4.04 DISCRETIONARY PLAN DESIGN. Notwithstanding the foregoing,
effective as of the Distribution Date or such other date as mutually agreed upon
by Southern and Southern Energy, Southern Energy shall have the discretion to
consolidate the aforementioned Southern Energy defined contribution plans
provided at least one such plan is established and that plan is tax qualified.

         4.05 SOUTHERN ENERGY RETIRED EMPLOYEES. Notwithstanding the above,
account balances of Southern Energy Retired Employees, if any, shall remain in
the Southern ESP, ESOP and PSP after the Distribution Date.



                                       14
<PAGE>   21

                                    ARTICLE V

                          NON-QUALIFIED AND OTHER PLANS

         5.01 SUPPLEMENTAL BENEFIT PLAN.

                  (a) Establishment of Southern Energy Supplemental Benefit
         Plan. Effective as of the Distribution Date, Southern Energy shall
         establish the Southern Energy Supplemental Benefit Plan which shall be
         comparable to the Southern Supplemental Benefit Plan. As of the
         Distribution Date, Southern Energy shall assume all Liabilities to or
         relating to the Southern Energy Employees under the Southern
         Supplemental Benefit Plan. As of the Distribution Date, Southern shall
         assume all Liabilities to or relating to Southern Energy Retired
         Employees under the Southern Supplemental Benefit Plan.

                  (b) Participation in Supplemental Benefit Plan. Effective as
         of the Distribution Date, eligible Southern Energy Employees determined
         in accordance with the requirements of ERISA shall only be eligible to
         participate in the Southern Energy Supplemental Benefit Plan.

         5.02 DEFERRED COMPENSATION PLAN.

                  (a) Establishment of Southern Energy Deferred Compensation
         Plan. Effective as of the Distribution Date, Southern Energy shall
         establish the Southern Energy Deferred Compensation Plan which shall be
         comparable to the Southern Deferred Compensation Plan. As of the
         Distribution Date, Southern Energy shall assume all Liabilities to or
         relating to the Southern Energy Employees under the Southern Deferred
         Compensation Plan. As of the Distribution Date, Southern shall assume
         all Liabilities to or relating to Southern Energy Retired Employees
         under the Southern Deferred Compensation Plan.

                  (b) Participation in Deferred Compensation Plans. Effective as
         of the Distribution Date, eligible Southern Energy Employees determined
         in accordance with the requirements of ERISA shall only be eligible to
         participate in the Southern Energy Deferred Compensation Plan.

         5.03 SERP

                  (a) Southern Energy SERP.

                           (i)      Maintenance of the Southern Energy SERP.
                                    After the Distribution Date, Southern Energy
                                    shall continue to maintain the Southern
                                    Energy SERP, but Southern Energy shall amend
                                    the plan to eliminate the transitional
                                    provisions between the Southern SERP and the
                                    Southern Energy SERP. As of the Distribution
                                    Date, Southern Energy shall assume all
                                    Liabilities to or relating to the Southern
                                    Energy Employees under the Southern SERP.

                           (ii)     Participation in the Southern Energy SERP.
                                    Effective as of the Distribution Date,
                                    eligible Southern Energy Employees
                                    determined in



                                       15
<PAGE>   22

                                    accordance with the requirements of ERISA
                                    shall only be eligible to participate in the
                                    Southern Energy SERP.

                  (b)      Southern SERP. Effective as of the Distribution Date,
                           Southern shall assume all Liabilities to or relating
                           to Southern Energy Retired Employees under the
                           Southern Energy SERP and thereafter Southern Energy
                           Retired Employees shall participate in the Southern
                           SERP.

                           (i)      Maintenance of the Southern SERP. After the
                                    Distribution Date, Southern shall continue
                                    to maintain the Southern SERP, but Southern
                                    shall amend the plan to eliminate the
                                    transitional provisions between the Southern
                                    SERP and the Southern Energy SERP to address
                                    participation in the Southern SERP by
                                    Southern Energy Retired Employees.

         5.04 SOUTHERN ENERGY DEFERRED INCENTIVE COMPENSATION PLAN. Maintenance
of the Southern Energy Deferred Incentive Compensation Plan. After the
Distribution Date, Southern Energy shall continue to maintain the Southern
Energy Deferred Incentive Compensation Plan with comparable features to the
current Southern Energy Deferred Incentive Compensation Plan. No new
participants will be added to this Plan. After the IPO Closing Date, deferred
amounts under the Southern Energy Deferred Incentive Compensation Plan shall be
deemed to be invested in Southern Energy common stock.

         5.05 SOUTHERN ENERGY CHANGE IN CONTROL PROGRAMS. Establishment of the
Southern Energy Change in Control Programs. Effective as of the Distribution
Date, Southern Energy shall establish the Southern Energy Change in Control
Programs which shall be comparable to the Southern Change in Control Programs.

         5.06 SOUTHERN ENERGY RABBI TRUST. Adoption of the Southern Energy Rabbi
Trust. Effective as of the Distribution Date, Southern Energy shall adopt the
Southern Energy Rabbi Trust which shall be spun off from the Southern Rabbi
Trust. Trust assets attributable to Southern Energy contributions shall be
transferred to the Southern Energy Rabbi Trust.

         5.07 SEVERANCE PLAN. Southern Energy shall continue to maintain the
Southern Energy Severance Plan after the Distribution Date. The Southern Energy
Severance Plan shall provide that no Southern Energy Employee shall become
eligible for severance benefits on account of the Southern Energy Group ceasing
to be a subsidiary of the Southern Group as of the Distribution Date.



                                       16
<PAGE>   23

                                   ARTICLE VI

                            HEALTH AND WELFARE PLANS

         6.01 ASSUMPTION OF HEALTH AND WELFARE PLAN LIABILITIES.

                  (a) General - Health and Welfare Plans. Except as provided in
         Subsection 6.01(b), each Southern Health and Welfare Plan shall retain
         all Liabilities incurred through the Distribution Date under such
         Southern Health and Welfare Plan, whether or not claims are filed
         before the Distribution Date, by or on behalf of Southern Energy
         Employees or their spouses or dependents. Southern Energy shall
         indemnify such plan against the pre-Distribution Date Liabilities by
         paying the current cost of coverage associated with such Southern
         Energy Employee or his or her spouse or beneficiaries, to the extent
         not already paid.

                  (b) Substantially Similar Self-Insured Plans. Unless the
         affected Southern Energy Employee elects continued coverage under a
         Southern Health and Welfare Plan pursuant to Subsection 6.03(a)(i), any
         Health and Welfare Plan self-insured by Southern and substantially
         similar to any Southern Energy Health and Welfare Plan established as
         of the Distribution Date, or such later date as agreed upon by Southern
         and Southern Energy, shall cease to be responsible for Liabilities to
         or relating to Southern Energy Employees under the Southern Health and
         Welfare Plans as of such date and the corresponding Southern Energy
         Health and Welfare Plans shall assume such Liabilities as of that date.

                  (c) Pending Treatments. Notwithstanding Subsection 6.01(a)
         above, all treatments which have been pre-certified for or are being
         provided to a Southern Energy Employee or his or her spouse or
         dependents as of the Distribution Date shall be provided without
         interruption under the appropriate Southern Health and Welfare Plan
         until such treatment is concluded or discontinued pursuant to
         applicable Plan rules and limitations provided the affected Southern
         Energy Employee (or his or her spouse or dependents) elect to continue
         coverage after the Distribution Date as provided in Subsection
         6.03(a)(i) below and timely pay the cost of coverage associated with
         such election.

         6.02 CLAIMS FOR HEALTH AND WELFARE PLANS.

                  (a) Administration of Southern Claims. Southern shall
         administer claims incurred under the Southern Health and Welfare Plans
         by Southern Energy Employees before the Distribution Date, but only to
         the extent that Southern Energy has not, before the Distribution Date,
         established and assumed administrative responsibility for a comparable
         Plan. Southern also shall administer claims incurred under the Southern
         Health and Welfare Plans by Southern Energy Employees who elect
         continued coverage pursuant to Subsection 6.03(a)(i) below. Any
         determination made or settlements entered into by Southern with respect
         to such claims shall be final and binding.



                                       17
<PAGE>   24

                  (b) Outsourcing of Claims by Southern. Southern shall have the
         right to engage a third party administrator, vendor, or insurance
         company to administer ("Outsource") claims incurred under the Southern
         Health and Welfare Plans, including claims incurred by Southern Energy
         Employees before the Distribution Date. Southern may determine the
         manner and extent of such Outsourcing, including the selection of one
         or more third party administrators, vendors, or insurance companies and
         the ability to transfer the liability for such claims to one or more
         independent insurance companies. Southern has Outsourced administration
         of many Southern Health and Welfare Plans, as set forth in Section 6.04
         and the Schedule thereto.

                  (c) Outsourcing of Claims by Southern Energy. Southern shall
         use its commercially reasonable best efforts for and on behalf of
         Southern Energy to negotiate for Outsourcing arrangements with its
         third party administrators, vendors, or insurance companies with
         comparable features to each of Southern's current Outsourcing
         arrangements.

         6.03 POST-DISTRIBUTION TRANSITIONAL ARRANGEMENTS.

                  (a) Continuance of Elections, Co-Payments and Maximum
         Benefits.

                           (i) As of the Distribution Date or such other date as
                  Southern and Southern Energy may mutually agree, Southern
                  Energy shall cause the Southern Energy Health and Welfare
                  Plans to maintain comparable coverage and contribution
                  elections made by Southern Energy Employees under the Southern
                  Health and Welfare Plans and apply such elections under the
                  Southern Energy Health and Welfare Plans for the remainder of
                  the period or periods for which such elections are by their
                  terms applicable. The transfer or other movement of employment
                  between Southern and Southern Energy at any time upon or
                  before the Distribution Date shall constitute neither a
                  "status change" under the Southern Health and Welfare Plans or
                  the Southern Energy Health and Welfare Plans nor a "qualifying
                  event," as defined under COBRA. To facilitate continuity of
                  coverage following the transfer or other movement of
                  employment between Southern and Southern Energy on the
                  Distribution Date, however, Southern Energy Employees, their
                  spouses and dependents shall be offered continued coverage
                  under the Southern Health Plans which shall be substantially
                  similar to the coverage that would be provided if the
                  Distribution was a "qualifying event" under COBRA. Southern
                  shall extend such continued coverage to Southern Energy
                  Employees, their spouses and/or dependents who elect coverage
                  provided the covered individual timely pays a premium equal to
                  the premium charged to qualified beneficiaries under COBRA for
                  such coverage (i.e., 102% of the cost of coverage). Southern
                  agrees that it will not consider coverage under the Southern
                  Energy Health Plans to be group health coverage that will
                  terminate continued coverage to a Southern Energy Employee
                  elected pursuant to this Subsection 6.03(a)(i). Moreover,
                  Southern agrees to amend its plan, or cause its plan to be
                  amended, to provide that such coverage shall be primary to any
                  coverage provided under the Southern Energy Health Plans.



                                       18
<PAGE>   25

                           (ii) On and after the Distribution Date, Southern
                  Energy shall cause the Southern Energy Health Plans to
                  recognize and give credit for (A) all amounts applied to
                  deductibles, out-of-pocket maximums, co-payments and other
                  applicable benefit coverage limits with respect to which such
                  expenses have been incurred by Southern Energy Employees under
                  the Southern Health Plans for the remainder of the calendar
                  year in which the Distribution Date occurs, and (B) all
                  benefits paid to Southern Energy Employees under the Southern
                  Health Plans for purposes of determining when such persons
                  have reached their lifetime maximum benefits under the
                  Southern Energy Health Plans. Notwithstanding the above,
                  Southern Energy's obligations under this Subsection
                  6.03(a)(ii) shall be limited by the market availability of
                  health insurance products or other arrangements satisfying the
                  criteria described above. Southern Energy shall use its
                  commercially reasonable best efforts to locate and engage the
                  services of a vendor whose policies or other arrangements meet
                  the requirements above.

                  (b) HCFA Administration. As of the Distribution Date, Southern
         Energy shall assume all Liabilities relating to, arising out of or
         resulting from claims verified by Southern or Southern Energy under the
         HCFA data match reports that relate to Southern Energy Employees.

         6.04 VENDOR AND INSURANCE ARRANGEMENTS. Southern shall use its
commercially reasonable best efforts for and on behalf of Southern Energy to
negotiate for, effective as of the Distribution Date or such other date as
Southern and Southern Energy mutually agree upon: (a) third party ASO Contracts
with comparable features and costs to the ASO Contracts entered into by
Southern, as set forth in Schedule 6.04(a) (the "ASO Contracts"); (b) Group
Insurance Policies with comparable features and costs to the Group Insurance
Policies entered into by Southern, as set forth in Schedule 6.04(b) (the "Group
Insurance Policies"); (c) HMO Agreements with comparable features and costs to
the HMO Agreements entered into by Southern, as set forth in Schedule 6.04(c)
(the "HMO Agreements"), and (d) competitive premium rates for all Southern
Energy Health and Welfare Plans. In each case, Southern Energy shall, as of the
Distribution Date or such other date as Southern and Southern Energy mutually
agree upon, establish, adopt and/or implement acceptable contracts, agreements
or arrangements. In accordance with Section 9.03, Southern shall on or before
the Distribution Date provide upon the request of Southern Energy copies of such
contracts or successor arrangements thereto identified in Schedules 6.04(a), (b)
and (c).

         6.05 COBRA. Southern shall be responsible through the Distribution
Date, for compliance with the health care continuation coverage requirements of
COBRA and the Southern Health and Welfare Plans with respect to Southern Energy
Employees and qualified beneficiaries (as such term is defined under COBRA).
Southern shall provide, or cause the notices to be provided, as soon as
administratively practical, but in no event later than required under COBRA.
Southern Energy shall be responsible for providing Southern or its agents with
all necessary employee change notices and related information for covered
dependents, spouses, qualified beneficiaries (as such term is defined under
COBRA), and alternate recipients pursuant to QMCSO, in accordance with
applicable Southern COBRA policies and procedures. As soon as administratively
practicable after the Distribution Date, Southern shall provide Southern Energy,
through hard copy, electronic format or such other mechanism as is appropriate
under



                                       19
<PAGE>   26

the circumstances, with a list of all qualified beneficiaries (as such term is
defined under COBRA) that relate to the Southern Energy Group and the relevant
information pertaining to their coverage elections. Effective as of the
Distribution Date, Southern Energy shall be solely responsible for compliance
with the health care continuation coverage requirements of COBRA for the
Southern Energy Health and Welfare Plans for Southern Energy Employees and their
qualified beneficiaries (as such term is defined under COBRA).

         6.06 LEAVE OF ABSENCE PROGRAMS AND FMLA.

                  (a) Allocation of Responsibilities After Distribution Date.
         Effective as of the Distribution Date, Southern Energy shall continue
         to maintain its Leave of Absence Programs and FMLA programs and shall
         continue to be responsible for administering leaves of absence and
         complying with FMLA with respect to Southern Energy Employees.

                  (b) Disclosure. As soon as administratively practicable after
         the Distribution Date, Southern shall provide to Southern Energy copies
         of all records pertaining to the leaves of absence and FMLA with
         respect to all Southern Energy Employees to the extent such records
         have not been previously provided.

         6.07 SOUTHERN WORKERS' COMPENSATION PROGRAM.

                  (a) ADMINISTRATION OF CLAIMS.

                           (i) Through the Distribution Date or such other date
                  as Southern and Southern Energy may mutually agree, Southern
                  shall continue to be responsible for the administration of all
                  claims that (A) are, or have been, incurred under the Southern
                  WCP before the Distribution Date by Southern Energy Employees
                  ("Southern Energy WCP Claims"), and (B) have been historically
                  administered by Southern or its third party administrator.
                  However, Southern will advise Southern Energy and secure
                  approval for any material changes to current policy or
                  practice with respect to the administration of Southern Energy
                  WCP claims.

                           (ii) Effective as of the Distribution Date or such
                  other date as Southern and Southern Energy may mutually agree,
                  Southern Energy shall be responsible for the administration of
                  all Southern Energy WCP Claims.

                           (iii) Each party shall fully cooperate with the other
                  with respect to the administration and reporting of Southern
                  Energy WCP Claims, the payment of Southern Energy WCP Claims
                  determined to be payable, and the transfer of the
                  administration of any Southern Energy WCP Claims to the other
                  party.

                  (b) SELF-INSURANCE STATUS.

                           Southern shall maintain and amend, as necessary, its
                  certificates of self-insurance or bonding arrangements with
                  respect to workers' compensation and any other applicable
                  policies to include Southern Energy until the Distribution
                  Date, and Southern Energy shall fully cooperate with Southern
                  in obtaining such



                                       20
<PAGE>   27

                  amendments. Southern shall use its commercially reasonable
                  best efforts to obtain self-insurance status for workers'
                  compensation for Southern Energy effective as of the
                  Distribution Date in those jurisdictions in which Southern
                  Energy conducts business, in which Southern is self-insured,
                  and where Southern and Southern Energy mutually agree that
                  such status is beneficial to Southern Energy. Southern Energy
                  hereby authorizes Southern to take all actions necessary and
                  appropriate on its behalf in order to obtain such self-
                  insurance status. All costs incurred by Southern in amending
                  such certificates, including without limitation filing fees,
                  adjustments of security and excess loss policies and
                  amendments of safety programs, shall be shared pro rata by
                  Southern and Southern Energy.

                  (c) INSURANCE POLICY.

                           (i) Effective as of the Distribution Date, in all
                  states other than those states where Southern Energy is to be
                  self-insured pursuant to Subsection 6.07(b) above, Southern
                  shall use its commercially reasonable best efforts to
                  negotiate for workers' compensation insurance policies on
                  behalf of Southern Energy from the issuing insurance companies
                  (as set forth in the relevant portion of Schedule 6.04(b)) or
                  different insurance companies which are comparable to the
                  policies previously maintained by Southern; provided that the
                  retention under such Southern Energy policies shall be as
                  determined by Southern Energy.

                           (ii) Southern shall use its commercially reasonable
                  best efforts to maintain the premium rates for all workers'
                  compensation insurance policies for both Southern and Southern
                  Energy in effect for periods through the Distribution Date to
                  be based on the aggregate number of employees covered under
                  the workers' compensation insurance policies of both Southern
                  and Southern Energy. Any premiums due under the separate
                  workers' compensation insurance issued to Southern Energy
                  shall be payable by Southern Energy.



                                   ARTICLE VII

                         EQUITY AND OTHER COMPENSATION

         7.01 SOUTHERN OPTIONS.

                  (a) Option Assumption by Southern Energy.

                           (i) All options held by Southern Energy Employees
                  issued under the Southern Performance Stock Plan (the
                  "Southern PSP") will be canceled on the Distribution Date.
                  Those canceled options will be replaced ("Replacement
                  Options") by Southern Energy under the Southern Energy Omnibus
                  Incentive Compensation Plan. Such Replacement Options shall be
                  converted in a manner that will be compliant with EITF Issue
                  No. 90-9 in order to retain the same aggregate intrinsic
                  value.



                                       21
<PAGE>   28

                           (ii) All options held by Southern Employees and
                  Southern Energy Retired Employees issued under the Southern
                  PSP shall be adjusted ("Adjusted Options") in a manner that
                  will be compliant with EITF Issue No. 90-9 in order to retain
                  the same aggregate intrinsic value.

                  (b) Certain Non-U.S. Optionees. Except as may otherwise be
         agreed upon by Southern and Southern Energy, this Section 7.01 shall
         govern the treatment of Southern Options held by non-U.S. Southern
         Energy Employees. In the event it is determined that the local law of
         any Non-U.S. Optionee requires a different treatment, Southern and
         Southern Energy shall take such steps as is required to comply with
         local law or may cash-out those Options that cannot reasonably be
         conformed.

         7.02 SOUTHERN PERFORMANCE DIVIDEND PLAN. On or before the Distribution
Date, Southern Energy Employees shall cease to participate in the Southern
Performance Dividend Plan, but Southern Energy Retired Employees shall continue
to participate after the Distribution Date. Accordingly, Southern Energy shall
not maintain a comparable plan after the Distribution Date. After such
termination of participation in the Southern Performance Dividend Plan, Southern
Energy may in its discretion grant awards under the Southern Energy Omnibus
Incentive Compensation Plan to eligible employees to take into account the lost
benefit opportunity under the Southern Performance Dividend Plan.

         7.03 SOUTHERN ENERGY VALUE CREATION PLAN. On or before the IPO Closing
Date, Southern Energy shall terminate the Southern Energy Value Creation Plan
and make a final conversion of awards in accordance with the Southern Energy
Value Creation Plan's terms as determined by the Compensation Committee of the
Southern Board of Directors.

         7.04 STOCK PURCHASE PLAN. Effective on or before the IPO Closing Date,
Southern Energy shall establish a Stock Purchase Plan for the benefit of
Southern Energy Employees which shall be comparable to the plan set forth in
Schedule 7.04.

         7.05 SOUTHERN ENERGY OMNIBUS INCENTIVE COMPENSATION PLAN. Effective on
or before the IPO Closing Date, Southern and Southern Energy shall establish the
Southern Energy Omnibus Incentive Compensation Plan for the benefit of Southern
Energy Employees which shall be comparable to the plan set forth in Schedule
7.05. The Plan is intended to comply with Code Section 162(m).

         7.06 SOUTHERN ENERGY SHORT TERM INCENTIVE PLAN. Effective on or before
the IPO Closing Date, Southern Energy shall terminate the Southern Energy Short
Term Incentive Plan in accordance with its terms such that no awards shall be
made on or after the IPO Closing Date. The final award shall be for the calendar
year 2000 and shall be paid out by no later than March 15, 2001. Future short
term incentive awards, if any, shall be provided through the Southern Energy
Omnibus Incentive Compensation Plan.

         7.07 SOUTHERN PERFORMANCE PAY PLAN (SHAREHOLDER APPROVED). Effective
December 31, 2000, Southern Energy shall cease participation in the Southern
Performance Pay Plan (Shareholder Approved). The only Southern Energy employee
that participates in the Southern Performance Pay Plan (Shareholder Approved) is
the chief executive officer who does



                                       22
<PAGE>   29

so rather than participate in the Southern Energy Short Term Incentive Plan for
the 2000 performance period. The final year 2000 award shall be paid out by no
later than March 15, 2001.

         7.08 PERFORMANCE IMPROVEMENT PLAN RAMP DOWN. With respect to any
Southern Energy Employee who transferred from Southern on or after January 1,
1997, Southern and Southern Energy shall share equally (i.e., 50% each) in the
cost at target of the Performance Improvement Plan ("PIP") ramp down as
determined by the PIP Plan in effect December 31, 1999.



                                  ARTICLE VIII

                            FRINGE AND OTHER BENEFITS

         8.01 EMPLOYEE ASSISTANCE PROGRAM. Southern shall use its commercially
reasonable best efforts for and on behalf of Southern Energy to negotiate for,
effective as of the Distribution Date or such other date as Southern and
Southern Energy may mutually agree, contracts and/or arrangements with
Southern's vendors that contain comparable features to Southern's contracts
and/or arrangements providing for an employee assistance program. Southern
Energy shall enter into such acceptable contracts and/or arrangements as
negotiated by Southern.

         8.02 EDUCATIONAL ASSISTANCE PROGRAM. Effective as of the Distribution
Date, Southern Energy shall continue to provide a Southern Energy educational
assistance program to Southern Energy Employees.

         8.03 CREDIT UNION. Southern shall use its commercially reasonable best
efforts to make a credit union available to Southern Energy Employees on
substantially similar terms and conditions as are offered to employees of the
Southern Group, through such date as Southern Energy and Southern mutually
agree.

         8.04 SOUTHERN-OWNED CARS. Southern and Southern Energy shall continue
any lease of Southern-owned cars in accordance with the terms of any lease in
effect as of the date of this Agreement up to the Distribution Date. Effective
for periods on and after the Distribution Date, Southern and Southern Energy
shall use their commercially reasonable best efforts to determine the terms and
conditions pursuant to which Southern Energy shall be entitled to lease
Southern-owned cars including those cars under lease as of the Distribution
Date.

         8.05 EXECUTIVE FINANCIAL PLANNING. Effective as of the Distribution
Date or such other date as Southern Energy and Southern may mutually agree,
Southern Energy shall provide a Southern Energy executive financial planning
program to eligible Southern Energy Employees which is comparable to the
Southern executive financial planning program. Southern shall use its
commercially reasonable best efforts for and on behalf of Southern Energy to
negotiate for contracts or arrangements with Southern's vendors, effective as of
the Distribution Date or such other date as Southern and Southern Energy may
mutually agree, that contain comparable features to Southern's contracts and/or
arrangements providing for an executive financial planning program.



                                       23
<PAGE>   30

         8.06 RELOCATION. Effective as of the Distribution Date or such other
date as Southern Energy and Southern may mutually agree, Southern Energy shall
provide a Southern Energy relocation program to Southern Energy Employees which
is comparable to the Southern relocation program. Southern shall use its
commercially reasonable best efforts for and on behalf of Southern Energy to
negotiate for contracts or arrangements with Southern's vendors, effective as of
the Distribution Date or such other date as Southern and Southern Energy may
mutually agree, that contain comparable features to Southern's contracts and/or
arrangements providing for an employee relocation program.

         8.07 OTHER BENEFITS. To the extent that Southern maintains, sponsors or
provides other fringe benefits for its employees not specifically identified on
a schedule to this Agreement, then Southern shall, to the extent permitted by
law, continue to make such benefits available to Southern Energy Employees on
substantially similar terms and conditions as are offered to the employees of
the Southern Group through the Distribution Date or such other date upon which
Southern Energy and Southern mutually agree. Southern Energy and Southern agree
to make commercially reasonable best efforts to mutually agree on whether, when,
and on what terms any member of the Southern Energy Group shall maintain,
sponsor or offer fringe benefits.



                                   ARTICLE IX

         9.01 TRANSITIONAL SERVICES AGREEMENT. On or about the date hereof,
Southern and Southern Energy shall enter into the Transitional Services
Agreement covering the provisions of various services to be provided by Southern
to Southern Energy. The provisions of this Agreement shall be subject to the
provisions of such Transitional Services Agreement.

         9.02 PAYMENT OF LIABILITIES, PLAN EXPENSES AND RELATED MATTERS.

                  (a) Shared Costs. Southern Energy shall pay its share, as
         determined by Southern in good faith, of any contributions made to any
         trust maintained in connection with a Southern Plan while Southern
         Energy is a Participating Company in that Southern Plan.

                  (b) Contributions to Trusts. With respect to Southern Plans to
         which Southern Energy Employees make contributions, Southern shall use
         reasonable procedures to determine Southern Energy Liabilities
         associated with such Plans, taking into account such contributions,
         settlements, refunds and similar payments.

                  (c) Administrative Expenses Not Chargeable to a Trust. To the
         extent not charged pursuant to Section 9.01 (including, without
         limitation, an interim service level agreement as contemplated by
         Section 9.01 herein and the Separation Agreement), and to the extent
         not otherwise agreed to by Southern and Southern Energy, and to the
         extent not chargeable to a trust established in connection with a
         Southern Plan, Southern Energy shall be responsible, through either
         direct payment or reimbursement to Southern, for its allocable share of
         expenses incurred by Southern in the administration of (i) the Southern
         Plans while Southern Energy participates in such Plans, and (ii) the
         Southern Energy Plans, to the extent Southern administers such Plans.
         For this purpose, Southern



                                       24
<PAGE>   31

         Energy's allocable share of such expenses shall be calculated in
         accordance with current practice in effect as of the date of this
         Agreement.

         9.03 SHARING OF PARTICIPANT INFORMATION. Southern and Southern Energy
shall share, or cause to be shared, all participant information that is
necessary or appropriate for the efficient and accurate administration of each
of the Southern Plans and the Southern Energy Plans during the respective
periods applicable to such Plans as Southern Energy and Southern may mutually
agree. Southern and Southern Energy and their respective authorized agents
shall, subject to applicable laws of confidentiality and data protection, be
given reasonable and timely access to, and may make copies of, all information
relating to the subjects of this Agreement in the custody of the other party or
its agents, to the extent necessary or appropriate for such administration.

         9.04 REPORTING AND DISCLOSURE COMMUNICATIONS TO PARTICIPANTS. While
Southern Energy is a Participating Company in the Southern Plans, Southern shall
take, or cause to be taken, all actions necessary or appropriate to facilitate
the distribution of all Southern Plan-related communications and materials to
employees, participants and beneficiaries, including (without limitation)
summary plan descriptions and related summaries of material modification(s),
summary annual reports, investment information, prospectuses, notices and
enrollment material for the Southern Plans. Southern Energy shall provide all
information needed by Southern to facilitate such Southern Plan-related
communications. Southern Energy shall take, or cause to be taken, all actions
necessary or appropriate to facilitate the distribution of all Southern Energy
Plan-related communications and materials to employees, participants and
beneficiaries. Southern Energy shall assist, and Southern Energy shall cause
each other applicable member of the Southern Energy Group to assist, Southern in
complying with all reporting and disclosure requirements of ERISA, including the
preparation of Form Series 5500 annual reports, for the Southern Plans, where
applicable.

         9.05 AUDITS REGARDING VENDOR CONTRACTS. From the period beginning as of
the Distribution Date and ending on such date as Southern and Southern Energy
may mutually agree, Southern and Southern Energy and their duly authorized
representatives shall have the right to conduct joint audits with respect to any
vendor contracts that relate to both the Southern Health and Welfare Plans and
the Southern Energy Health and Welfare Plans. The scope of such audits shall
remain consistent with the current practices and all documents and other
information currently made available for review shall continue to be made
available. Southern and Southern Energy shall agree on the performance
standards, audit methodology, auditing policy and quality measures, reporting
requirements, and the manner in which costs incurred in connection with such
audits will be shared.



                                       25
<PAGE>   32

         9.06 BENEFICIARY DESIGNATIONS. Subject to Section 9.09, all beneficiary
designations made by Southern Energy Employees for the Southern Plans shall be
transferred to and be in full force and effect under the corresponding Southern
Energy Plans until such beneficiary designations are replaced or revoked by the
Southern Energy Employees who made the beneficiary designations. All beneficiary
designations made by Southern Energy Retired Employees for the Southern Energy
Plans shall be transferred to and be in full force and effect under the
corresponding Southern Plans until such beneficiary designations are replaced or
revoked by the Southern Energy Retired Employees who made the beneficiary
designations.

         9.07 REQUESTS FOR IRS AND DOL OPINIONS. Southern and Southern Energy
shall make such applications to regulatory agencies, including the IRS and DOL,
as may be necessary or appropriate. Southern Energy and Southern shall cooperate
fully with one another on any issue relating to the transactions contemplated by
this Agreement for which Southern and/or Southern Energy elects to seek a
determination letter or private letter ruling from the IRS or an advisory
opinion from the DOL.

         9.08 FIDUCIARY MATTERS. Southern and Southern Energy each acknowledge
that actions contemplated to be taken pursuant to this Agreement may be subject
to fiduciary duties or standards of conduct under ERISA or other applicable law,
and no party shall be deemed to be in violation of this Agreement if such party
fails to comply with any provisions hereof based upon such party's good faith
determination that to do so would violate such a fiduciary duty or standard.

         9.09 CONSENT OF THIRD PARTIES. If any provision of this Agreement is
dependent on the consent of any third party (such as a vendor) and such consent
is withheld, Southern and Southern Energy shall use their commercially
reasonable best efforts to implement the applicable provisions of this
Agreement. If any provision of this Agreement cannot be implemented due to the
failure of such third party to consent, Southern and Southern Energy shall
negotiate in good faith to implement the provision in a mutually satisfactory
manner.

         9.10 SOUTHERN INTRANET. Through March 31, 2002 or such other date as
Southern Energy and Southern may mutually agree, Southern shall make its
intranet site available to Southern Energy Employees on substantially the same
terms as such intranet site is made available to Southern Employees. Southern
and Southern Energy shall use their commercially reasonable best efforts to
mutually agree on the appropriate methods for Southern Energy to establish its
own intranet site. Notwithstanding the foregoing, Southern Energy will cease to
have access to PeopleNet which is offered through the Southern intranet
effective as of the Distribution Date.

         9.11 TAX COOPERATION. In connection with the interpretation and
administration of this Agreement, Southern and Southern Energy shall take into
account the agreements and policies established pursuant to the Separation
Agreement and the Tax indemnification Agreement.

         9.12 PLAN RETURNS. Plan Returns shall be filed or caused to be filed by
Southern or Southern Energy as the case may be in accordance with the principles
established in Section 2 of the Tax Indemnification Agreement. For purposes of
this Section 9.12, "Plan Return" means any return, report, certificate, form or
similar statement or document required to be filed with a



                                       26
<PAGE>   33

government agency with respect to an employee benefit plan governed by the
Employee Retirement Income Security Act of 1974 , as amended, or a program
governed by Section 6039D.



                                    ARTICLE X

                           EMPLOYMENT-RELATED MATTERS

         10.01 TERMS OF SOUTHERN ENERGY EMPLOYMENT. Southern Energy Employees
shall be required to execute a new agreement regarding confidential information
and proprietary developments in a form approved by Southern Energy. In addition,
nothing in the Separation Agreement, this Agreement, or any Ancillary Agreement
should be construed to change the at-will status of any of the employees of the
Southern Group or the Southern Energy Group.

         10.02 HR DATA SUPPORT SYSTEMS. Southern shall provide human resources
data support for Southern Energy Employees through March 31, 2002 or such other
date as Southern and Southern Energy may mutually agree on substantially the
same terms as are in effect as of the date of this Agreement.

         10.03 NON-SOLICITATION OF EMPLOYEES. Prior to the Distribution Date,
Southern and Southern Energy each agree to notify and obtain authorization from
the other before initiating contact with potential employment candidates from
the other company. Moreover, no employee shall transfer from Southern to
Southern Energy, or vice versa, without the approval of the employee's employer.
After notice of the proposed transfer is given respectively to the Vice
President, Human Resources (or the functional equivalent) at Southern and
Southern Energy, such approval shall be granted by the Southern Energy
Management Council or the Southern senior officer responsible for the area in
which the employee at issue works, as appropriate. If such Council or officer
refuses to permit contact with the potential employee, the requesting company
may appeal to the Vice President, Human Resources (or the functional equivalent)
of the employing company. Such Vice President, Human Resources shall review the
circumstances of denial and shall have discretionary authority to change the
decision.

         10.04 EMPLOYMENT OF EMPLOYEES WITH U.S. WORK VISAS. Southern Energy
Employees who, on the Distribution Date, are employed in the U.S. pursuant to a
work or training visa which authorizes employment only by the Southern Group
shall remain employed by the Southern Group until the visa is amended or a new
visa is granted to authorize employment by the Southern Energy Group and, at
that time, shall become an employee of the Southern Energy Group with
substantially similar rights as all other Southern Energy Employees. During the
period from the Distribution Date until the amended or new visa is issued, such
employee shall continue to participate in Southern Plans.

         10.05 CONFIDENTIALITY AND PROPRIETARY INFORMATION.

                  (a) No provision of the Separation Agreement or any Ancillary
         Agreement shall be deemed to release any individual for any violation
         of the Southern non-competition guideline or any agreement or policy
         pertaining to confidential or proprietary



                                       27
<PAGE>   34

         information of any member of the Southern Group or Southern Energy
         Group, or otherwise relieve any individual of his or her obligations
         under such non-competition guideline, agreement, or policy.

                  (b) Employee Agreements. As used in this Section
         10.05, "Employee Agreement" means the confidentiality agreement, and
         corresponding agreements in foreign countries, executed by Southern or
         Southern Energy employees in connection with their employment. Nothing
         in this Agreement, the Separation Agreement or any other Ancillary
         Agreement shall be deemed to supercede any provision regarding the
         conduct of employees mandated by the Federal Energy Regulatory
         Commission or any other applicable regulatory authority.

                        (i) Survival of Southern Employee Agreement Obligations
                  and Southern's Common Law Rights. The Southern Employee
                  Agreements of all Southern Energy Employees and all former
                  Southern employees transferred to Southern Energy on or before
                  the Distribution Date shall remain in full force and effect
                  according to their terms; provided, however, that none of the
                  following acts committed by former Southern or Southern Energy
                  employees within the scope of their Southern Energy employment
                  shall constitute a breach of such Southern Employee
                  Agreements: (i) the use or disclosure of Confidential
                  Information (as that term is defined in the Southern Employee
                  Agreement) for or on behalf of Southern Energy, if such
                  disclosure is consistent with the license rights granted to
                  Southern Energy and restrictions imposed on Southern Energy
                  under the Separation Agreement, any other Ancillary Agreement
                  or any other agreement between the parties, and (ii) the
                  rendering of any services, directly or indirectly, to Southern
                  Energy to the extent such services are consistent with the
                  assignment or license of rights granted to Southern Energy and
                  the restrictions imposed on Southern Energy under the
                  Separation Agreement, any other Ancillary Agreement or any
                  other agreement between the parties. Further, Southern retains
                  any rights it has under statute or common law with respect to
                  actions by its former employees to the extent such actions are
                  inconsistent with the rights granted to Southern Energy and
                  restrictions imposed on Southern Energy under the Separation
                  Agreement, any other Ancillary Agreement or any other
                  agreement between the parties.

                       (ii) Survival of Southern Energy's Employee Agreement
                  Obligations and Southern Energy's Common Law Rights. The
                  Southern Energy Employee Agreements of all Southern Employees
                  and all former Southern Energy employees transferred to
                  Southern on or before the Distribution Date shall remain in
                  full force and effect according to their terms; provided,
                  however, that none of the following acts committed by former
                  Southern Energy or Southern employees within the scope of
                  their Southern employment shall constitute a breach of such
                  Southern Energy Employee Agreements: (i) the use or disclosure
                  of Confidential Information (as that term is defined in the
                  Southern Employee Agreement) for or on behalf of Southern, if
                  such disclosure is consistent with the license rights granted
                  to Southern and restrictions imposed on Southern under the
                  Separation Agreement, any other Ancillary Agreement or any
                  other agreement between the parties, and (ii) the rendering of
                  any services, directly or indirectly, to Southern to the
                  extent such services are consistent with the assignment or
                  license of rights granted to Southern and the restrictions
                  imposed on Southern under the Separation Agreement, any other
                  Ancillary Agreement or any other agreement between the
                  parties. Further, Southern Energy retains any rights it has
                  under statute or common law with respect to actions by its
                  former employees to the extent such actions are inconsistent
                  with the rights granted to Southern and restrictions imposed
                  on Southern under the Separation Agreement, any other
                  Ancillary Agreement or any other agreement between the
                  parties.

                       (iii) Assignment, Cooperation for Compliance and
                  Enforcement.

                             (A)(1) Southern retains all rights under the
                  Southern Employee Agreements of all former Southern employees
                  necessary to permit Southern to protect the rights and
                  interests of Southern, but hereby transfers and assigns to
                  Southern Energy its rights under the Southern Employee
                  Agreements of all former Southern employees to the extent
                  required to permit Southern Energy to enjoin, restrain,
                  recover damages from or obtain specific performance of the
                  Southern Employee Agreements or obtain other remedies against
                  any employee who breaches his or her Southern Employee
                  Agreement, and to the extent necessary to permit Southern
                  Energy to protect its rights and interests.

                             (2) Southern and Southern Energy agree, at their
                  own respective cost and expense, to use their reasonable
                  efforts to cooperate as follows: (A) Southern Energy shall
                  advise Southern of: (1) any violation(s) of the Southern
                  Employee


                                       28
<PAGE>   35

                  Agreement by Southern Energy or former Southern employees, and
                  (2) any violation(s) of the Southern Energy Employee Agreement
                  which affect Southern's rights; and (B) Southern shall advise
                  Southern Energy of any violations of the Southern Employee
                  Agreement by current or former Southern employees which affect
                  Southern Energy's rights; provided, however, that the
                  foregoing obligations shall only apply to violations which
                  become known to an attorney within the legal department of the
                  party obligated to provide notice thereof.

                             (3) Southern and Southern Energy each may
                  separately enforce the Southern Employee Agreements of
                  Southern Energy and former Southern employees to the extent
                  necessary to reasonably protect their respective interests,
                  provided, however, that (i) Southern Energy shall not commence
                  any litigation relating thereto without first consulting with
                  Southern's General Counsel or his or her designee and (ii)
                  Southern shall not commence any litigation relating thereto
                  against any former Southern employee who is at the time a
                  Southern Energy Employee without first consulting with
                  Southern Energy's General Counsel or his or her designee. If
                  either party, in seeking to enforce any Southern Employee
                  Agreement, notifies the other party that it requires, or
                  desires, the other party to join in such action, then the
                  other party shall do so. In addition, if either party
                  commences or becomes a party to any action to enforce a
                  Southern Employee Agreement of a Southern Energy Employee or
                  former Southern employee, the other party shall, whether or
                  not it becomes a party to the action, cooperate with the other
                  party by making available its files and employees who have
                  information or knowledge relevant to the dispute, subject to
                  appropriate measures to protect the confidentiality of any
                  proprietary or confidential information that may be disclosed
                  in the course of such cooperation or action and subject to any
                  relevant privacy laws and regulations. Any such action shall
                  be conducted at the expense of the party bringing the action
                  and the parties shall agree on a case by case basis on
                  compensation, if any, of the other party for the value of the
                  time of such other party's employees as reasonably required in
                  connection with the action.

                             (B)(1) Southern Energy retains all rights under the
                  Southern Energy Employee Agreements of all former Southern
                  Energy employees necessary to permit Southern Energy to
                  protect the rights and interests of Southern Energy, but
                  hereby transfers and assigns to Southern its rights under the
                  Southern Energy Employee Agreements of all former Southern
                  Energy employees to the extent required to permit Southern to
                  enjoin, restrain, recover damages from or obtain specific
                  performance of the Southern Energy Employee Agreements or
                  obtain other remedies against any employee who breaches his or
                  her Southern Energy Employee Agreement, and to the extent
                  necessary to permit Southern to protect its rights and
                  interests.

                             (2) Southern and Southern Energy agree, at their
                  own respective cost and expense, to use their reasonable
                  efforts to cooperate as follows: (A) Southern shall advise
                  Southern Energy of: (1) any violation(s) of the Southern
                  Energy Employee Agreement by Southern or former Southern
                  Energy employees, and (2) any violation(s) of the Southern
                  Employee Agreement which affect Southern Energy's rights; and
                  (B) Southern Energy shall advise Southern of any violations of
                  the Southern Energy Employee Agreement by current or former
                  Southern Energy employees which affect Southern's rights;
                  provided, however, that the foregoing obligations shall only
                  apply to violations which become known to an attorney within
                  the legal department of the party obligated to provide notice
                  thereof.

                             (3) Southern and Southern Energy each may
                  separately enforce the Southern Employee Agreements of
                  Southern and former Southern Energy employees to the extent
                  necessary to reasonably protect their respective interests,
                  provided, however, that (i) Southern shall not commence any
                  litigation relating thereto without first consulting with
                  Southern Energy's General Counsel or his or her designee and
                  (ii) Southern Energy shall not commence any litigation
                  relating thereto against any former Southern Energy employee
                  who is at the time a Southern Employee without first
                  consulting with Southern's General Counsel or his or her
                  designee. If either party, in seeking to enforce any Southern
                  Energy Employee Agreement, notifies the other party that it
                  requires, or desires, the other party to join in such action,
                  then the other party shall do so. In addition, if either party
                  commences or becomes a party to any action to enforce a
                  Southern Energy Employee Agreement of a Southern Employee or
                  former Southern Energy employee, the other party shall,
                  whether or not it becomes a party to the action, cooperate
                  with the other party by making available its files and
                  employees who have information or knowledge relevant to the
                  dispute, subject to appropriate measures to protect the
                  confidentiality of any proprietary or confidential information
                  that may be disclosed in the course of such cooperation or
                  action and subject to any relevant privacy laws and
                  regulations. Any such action shall be conducted at the expense
                  of the party bringing the action and the parties shall agree
                  on a case by case basis on compensation, if any, of the other
                  party for the value of the time of such other party's
                  employees as reasonably required in connection with the
                  action.

                             (C) Southern and Southern Energy understand and
                  acknowledge that matters relating to the making, performance,
                  enforcement, assignment and termination of employee agreements
                  are typically governed by the laws and regulations of the
                  national, federal, state or local governmental unit where an
                  employee resides, or where an employee's services are
                  rendered, and that such laws and regulations may supersede or
                  limit the applicability or enforceability of this Section
                  10.05. In such circumstances, Southern and Southern Energy
                  agree to take action with respect to the employee agreements
                  that best accomplishes the parties' objectives as set forth in
                  this Section 10.05 and that is consistent with applicable law.


         10.06 ACCRUED PAYROLL, BONUSES, PROFIT SHARING AND COMMISSIONS.
Southern Energy shall be responsible for all Liabilities relating to, arising
out of, or attributable to payroll, bonuses, profit sharing and commissions
accrued by employees of Southern Energy through the Distribution Date. Southern
and Southern Energy shall agree on the manner and method of



                                       29
<PAGE>   36

payment for all payroll, bonuses, profit sharing and commissions agreed to on
behalf of employees who have been employed by Southern Energy on or before the
Distribution Date. Notwithstanding the foregoing, Southern shall not be
responsible for providing payroll services for new employees of Southern Energy
acquired through a corporate transaction or for any pension payroll attributable
to the Southern Pension Plan. Effective as of the last day of the sixth month
after the Distribution Date, or such later date as Southern and Southern Energy
may mutually agree, Southern Energy shall establish its own payroll system for
Southern Energy Employees.

         10.07 PAYROLL AND WITHHOLDING.

                  (a) Income Reporting, Withholding. Southern shall perform in
the same manner as in effect on the date of this Agreement the income reporting
and withholding function under Southern Energy's employer identification number
for Southern Energy Employees and other service providers, commencing with
service periods beginning on or after the Distribution Date and ending as of the
last day of the sixth month following the Distribution Date or such later date
as Southern and Southern Energy may mutually agree. Southern Energy shall hold
Southern harmless with respect to any Liabilities arising after the Distribution
Date as a result of the provisions of such income reporting and withholding
function as set forth in the Transitional Services Schedule concerning payroll
matters.

                  (b) Delivery of, and Access to, Documents and Other
Information. Concurrently with the Distribution Date, Southern shall cause to be
delivered to Southern Energy, the employee information set forth on all Forms
W-4 executed by Southern Employees designated as Southern Energy Employees as of
the Distribution Date. For the period ending on the Distribution Date (and for
such additional period as Southern and Southern Energy may mutually agree),
Southern shall make reasonably available to Southern Energy all forms, documents
or information, no matter in what format stored, relating to compensation or
payments made to any employee or service provider of Southern Energy. Such
information may include, but is not limited to, information concerning employee
payroll deductions, payroll adjustments, records of time worked, tax records
(e.g., Forms W-2, W-4, 940 and 941), and information concerning garnishment of
wages or other payments.

                  (c) Consistency of Tax Positions; Duplication. Southern and
Southern Energy shall individually and collectively make commercially reasonable
best efforts to avoid unnecessarily duplicated federal, state or local payroll
taxes, insurance or workers' compensation contributions, or unemployment
contributions arising on or after the Distribution Date. Southern and Southern
Energy shall take consistent reporting and withholding positions with respect to
any such taxes or contributions.



                                       30
<PAGE>   37

         10.08 PERSONNEL AND PAY RECORDS. For the period beginning on the
Agreement Date and ending on the Distribution Date (and for such additional
period as Southern and Southern Energy may mutually agree), Southern shall make
reasonably available to Southern Energy, subject to applicable laws on
confidentiality and data protection, all current and historic forms, documents
or information, no matter in what format stored, relating to pre-Distribution
Date personnel and medical records. Such forms, documents or information may
include, but is not limited to: (a) information regarding a Southern Energy
Employee's ranking or promotions; (b) the existence and nature of garnishment
orders or other judicial or administrative actions or orders affecting an
employee's or service provider's compensation; and (c) performance evaluations.

         10.09 NON-TERMINATION OF EMPLOYMENT; NO THIRD-PARTY BENEFICIARIES. No
provision of this Agreement, the Separation Agreement, or any Ancillary
Agreement shall be construed to create any right, or accelerate entitlement, to
any compensation or benefit whatsoever on the part of any Southern Energy
Employee or other future, present or former employee of Southern or Southern
Energy under any Southern Plan or Southern Energy Plan or otherwise. Without
limiting the generality of the foregoing: (a) neither the Distribution nor the
termination of the Participating Company status of Southern Energy or any member
of the Southern Energy Group shall cause any employee to be deemed to have
incurred a termination of employment; and (b) no transfer of employment between
Southern and Southern Energy before the Distribution Date shall be deemed a
termination of employment for any purpose hereunder.

         10.10 EMPLOYMENT LITIGATION.

                  (a) Claims to be Transferred to Southern Energy. Southern
Energy shall continue to be legally responsible for and continue the defense of
claims identified in Schedule 10.10(a). Southern Energy hereby indemnifies,
defends and holds harmless Southern against these claims.

                  (b) Claims to be Jointly Defended by Southern and Southern
Energy. Southern and Southern Energy shall jointly defend the claims identified
in Schedule 10.10(b); provided, however, that Southern Energy or Southern shall
indemnify and hold harmless the other against any judgments in accordance with
Schedule 2.01.

                  (c) Unscheduled Claims. Southern Energy and Southern shall
have responsibility for all Employment liabilities in accordance with Schedule
2.01.



                                   ARTICLE XI

                               GENERAL PROVISIONS

         11.01 EFFECT IF IPO AND/OR DISTRIBUTION DOES NOT OCCUR. Subject to
Section 11.08, if the IPO and/or Distribution does not occur, then all actions
and events that are, under this Agreement, to be taken or occur effective as of
the IPO, and/or Distribution Date, or otherwise in connection with the IPO
and/or Distribution, shall not be taken or occur except to the extent
specifically agreed by Southern Energy and Southern.



                                       31
<PAGE>   38

         11.02 RELATIONSHIP OF PARTIES. Nothing in this Agreement shall be
deemed or construed by the parties or any third party as creating the
relationship of principal and agent, partnership or joint venture between the
parties, the understanding and agreement being that no provision contained
herein, and no act of the parties, shall be deemed to create any relationship
between the parties other than the relationship set forth herein. This Agreement
shall be binding upon and inure solely to the benefit of and be enforceable by
each party and its respective successors and permitted assigns. Nothing in this
Agreement, express or implied, is intended to or shall confer upon any other
person any right, benefit or remedy of any nature whatsoever under or by reason
of this Agreement.

         11.03 AFFILIATED COMPANIES. Each of Southern and Southern Energy shall
cause to be performed, and hereby guarantee the performance of, any and all
actions of the Southern Group or the Southern Energy Group, respectively.

         11.04 INCORPORATION OF SEPARATION AGREEMENT PROVISIONS. The provisions
of Article V and Article VI (other than Section 6.03) of the Separation
Agreement are hereby incorporated herein by reference, and unless otherwise
expressly specified herein, such provisions shall apply as if fully set forth
herein (references in this Section to an "Article" or "Section" shall mean
Articles or Sections of the Separation Agreement, and, except as expressly set
forth herein, references in the material incorporated herein by reference shall
be references to the Separation Agreement).

         11.05 GOVERNING LAW. To the extent not preempted by applicable federal
law, this Agreement shall be governed by, construed and interpreted in
accordance with the laws of the State of Delaware, irrespective of the choice of
law principles of the State of Delaware, as to all matters, including matters of
validity, construction, effect, performance and remedies.

         11.06 SEVERABILITY. If any term or other provision of this Agreement is
determined to be invalid, illegal or incapable of being enforced by any rule of
law or public policy, all other conditions and provisions of this Agreement
shall nevertheless remain in full force and effect so long as the economic or
legal substance of the transactions contemplated hereby is not affected in any
manner materially adverse to either party. Upon such determination that any term
or other provision is invalid, illegal or incapable of being enforced, the
parties hereto shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible and in an
acceptable manner to the end that transactions contemplated hereby are fulfilled
to the fullest possible extent.

         11.07 AMENDMENT. The Boards of Directors of Southern Energy and
Southern may mutually agree to amend the provisions of this Agreement at any
time or times, either prospectively or retroactively, to such extent and in such
manner as the Boards mutually deem advisable. Each Board may delegate its
amendment power, in whole or in part, to one or more Persons or committees as it
deems advisable. Accordingly, each Board hereby gives its Vice President, Human
Resources, or such other officer having responsibility therefor, the full power
and authority to mutually adopt an amendment to this Agreement (subject to each
of their authority to amend Plans).



                                       32

<PAGE>   39

         11.08 TERMINATION. This Agreement may be terminated and the
Distribution abandoned at any time prior to the IPO Closing Date by Southern in
its sole discretion. This Agreement may be terminated at any time after the IPO
Closing Date and before the Distribution Date by mutual consent of Southern and
Southern Energy. In the event of termination pursuant to this Section, no party
shall have any liability of any kind under this Agreement to the other party.

         11.09 CONFLICT. In the event of any conflict between the provisions of
this Agreement and the Separation Agreement, any Ancillary Agreement, or Plan,
the provisions of this Agreement shall control. In the event of any conflict
between the provisions of this Agreement and any Local Agreement, the provisions
of the Local Agreement shall control.

         11.10 COUNTERPARTS. This Agreement may be executed in two or more
counterparts each of which shall be deemed to be an original, but all of which
together shall constitute but one and the same Agreement.



                                       33
<PAGE>   40

         IN WITNESS WHEREOF, each of the parties have caused this Employee
Matters Agreement to be executed on its behalf by its officers thereunto duly
authorized on the day and year first above written.



                                       THE SOUTHERN COMPANY



                                       By:
                                          --------------------------------------
                                       Name:

                                            Title:
                                                  ------------------------------


                                       SOUTHERN ENERGY, INC.

                                       By:
                                          --------------------------------------
                                       Name:

                                            Title:
                                                  ------------------------------


                 [SIGNATURE PAGE TO EMPLOYEE MATTERS AGREEMENT]



                                       34
<PAGE>   41

                                  SCHEDULE 1.22

                            HEALTH AND WELFARE PLANS


SEE SCHEDULE 1.23 FOR HEALTH PLANS

<TABLE>
<CAPTION>
------------------------------------------------------- ------------------------------- ------------------------------
NON-HEALTHCARE PLAN                                     VENDOR                          INSURED STATUS
------------------------------------------------------- ------------------------------- ------------------------------
<S>                                                     <C>                             <C>
Tax Saver                                               AON                             Self (TPA)
   (except Medical Reimbursement)

Group Life Insurance                                    MetLife                         Fully Insured

Dependent Life Insurance                                MetLife                         Fully Insured

Retiree Life Insurance                                  MetLife                         Fully Insured

Accident & Sickness Insurance                           Protective                      Fully Insured

Long Term Disability Insurance                          Provident                       Fully Insured

Total Income Protection Insurance                       Provident                       Fully Insured
                                                                                        [individual plans]

Business Travel Insurance                               Provident                       Fully Insured

Accidental Death & Dismemberment                        CNA                             Fully Insured

Legal Care                                              Signature Legal                 Fully Insured
                                                                                        [individual plans]

Personal Lines                                          MetPay                          Fully Insured
                                                                                        [individual plans]

Long Term Care                                          John Hancock                    Fully Insured
                                                                                        [individual plans]
------------------------------------------------------- ------------------------------- ------------------------------
</TABLE>

                                       35

<PAGE>   42

                                  SCHEDULE 1.23

                                  HEALTH PLANS


<TABLE>
<CAPTION>
---------------------------------------- -------------------------------------- --------------------------------------
HEALTHCARE PLAN                          VENDOR                                 INSURED STATUS
---------------------------------------- -------------------------------------- --------------------------------------
<S>                                      <C>                                    <C>
Kaiser HMO  [GA]                         Kaiser                                 Self Insured

Aetna USHC HMO  [GA]                     Aetna USHC                             Self Insured

Aetna USHC HMO (DC)                      Aetna USHC                             Self Insured

BCBS of GA. Catastrophic                 Blue Cross of Georgia                  Self Insured

Blue Choice PPO                          Blue Cross of Georgia                  Self Insured

Blue Choice HMO                          Blue Cross of Georgia                  Self Insured

Blue Choice POS                          Blue Cross of Georgia                  Self Insured

BCBS of AL PMD                           Blue Cross of Alabama                  Self Insured

BCBS of AL Catastrophic                  Blue Cross of Alabama                  Self Insured

BCBS of AL  POS                          Blue Cross of Alabama                  Self Insured

Health Partners HMO                      Health Partners (Alabama)              Fully Insured

United Healthcare HMO                    United Healthcare (Alabama)            Fully Insured

BCBS of FL Catastrophic                  Blue Cross of Florida                  Self Insured

BCBS of FL  PPC                          Blue Cross of Florida                  Self Insured

BCBS of FL  Care Manager                 Blue Cross of Florida                  Self Insured

BCBS of FL  Health Options               Blue Cross of Florida                  Self Insured

BCBS of MS Comprehensive                 Blue Cross of Mississippi              Self Insured
Blue Indemnity

BCBS of MS  Primary Care                 Blue Cross of Mississippi              Self Insured
Health
---------------------------------------- -------------------------------------- --------------------------------------
</TABLE>

                                       36

<PAGE>   43

                                  SCHEDULE 1.23

                                  HEALTH PLANS
                                   (Continued)


<TABLE>
<CAPTION>
---------------------------------------- -------------------------------------- --------------------------------------
HEALTHCARE PLAN                          VENDOR                                 INSURED STATUS
---------------------------------------- -------------------------------------- --------------------------------------
<S>                                      <C>                                    <C>
Vision Insurance                         Superior Vision                        Fully Insured
                                                                                [individual plans]

CIGNA International                      CIGNA                                  Full Insured

Dental [HMO]                             CIGNA                                  Fully Insured

Dental [Indemnity]                       Protective                             Fully Insured

Dental [Preventive]                      Protective                             Fully Insured

Employee Assistance Program              Value Options                          Self Insured

Retiree Group Health                     Various                                Self or Fully Insured
                                                                                based on plan

Medical Reimbursement                    Aon                                    Self-Insured (TPA)
---------------------------------------- -------------------------------------- --------------------------------------
</TABLE>

                                       37

<PAGE>   44

                                  SCHEDULE 1.43

                            POST-EMPLOYMENT PROGRAMS



<TABLE>
<CAPTION>
------------------------------------------------------ ----------------------------------- ---------------------------
POST-EMPLOYMENT PROGRAMS                               VENDOR                              INSURED STATUS
------------------------------------------------------ ----------------------------------- ---------------------------
<S>                                                    <C>                                 <C>
Retiree Group Medical                                  Various                             Self or Fully insured
                                                                                           based on plan

Retiree Life                                           Metlife                             Fully Insured

Accidental Death & Dismemberment                       CNA                                 Fully Insured

Employee Assistance Program                            Value Options                       Self Insured

Discount Vision                                        Superior                            individual plans

Legal Care                                             Signature Legal                     individual plans

Long Term Care                                         John Hancock                        individual plans
------------------------------------------------------ ----------------------------------- ---------------------------
</TABLE>

                                       38

<PAGE>   45

                                  SCHEDULE 2.01

                     EMPLOYMENT LIABILITIES INDEMNIFICATION

         Section 1 Indemnification by Southern Energy. Except as otherwise
provided in this Agreement or Section 3 of this Schedule, Southern Energy shall,
for itself and as agent for each member of the Southern Energy Group, indemnify,
defend (or, where applicable, pay the defense costs for) and hold harmless the
Southern Indemnitees from and against any and all Employment Liabilities that
any third party seeks to impose upon the Southern Indemnitees, or which are
imposed upon the Southern Indemnitees, if and to the extent such Employment
Liabilities relate to, arise out of or result from any of the following items
(without duplication):

                  (i) any acts or omission or alleged acts or omissions by or on
         behalf of any member or person employed by a member of the Southern
         Energy Group in the conduct of the Southern Energy Business;

                  (ii) any claim by an officer of the Southern Energy Group (who
         is an officer as of the IPO Closing Date) against any member or
         employee of the Southern Group; and

                  (iii) any breach by Southern Energy or any member or person
         employed by a member of the Southern Energy Group of this Agreement,
         the Separation Agreement or any other Ancillary Agreement.

         In the event that any member of the Southern Energy Group makes a
payment to the Southern Indemnitees hereunder, and any of the Southern
Indemnitees subsequently diminishes the Employment Liability on account of which
such payment was made, either directly or through a third-party recovery,
Southern will promptly repay (or will procure a Southern Indemnitee to promptly
repay) such member of the Southern Energy Group the amount by which the payment
made by such member of the Southern Energy Group exceeds the actual cost of the
associated indemnified Employment Liability.

         Section 2. Indemnification by Southern. Except as otherwise provided in
this Agreement or Section 3 of this Schedule, Southern shall, for itself and as
agent for each member of the Southern Group, indemnify, defend (or, where
applicable, pay the defense costs for) and hold harmless the Southern Energy
Indemnitees from and against any and all Employment Liabilities that any third
party seeks to impose upon the Southern Energy Indemnitees, or which are imposed
upon the Southern Energy Indemnitees, if and to the extent such Employment
Liabilities relate to, arise out of or result from any of the following items
(without duplication):

                  (i) any acts or omissions or alleged acts or omissions by or
         on behalf of any member or person employed by a member of the Southern
         Group in the conduct of the Southern Business;

                  (ii) any claim by an officer of the Southern Group against any
         member or employee of the Southern Energy Group (who is an officer as
         of the IPO Closing Date); and

                                       39

<PAGE>   46
                  (iii) any breach by Southern or any member or person employed
         by a member of the Southern Group of this Agreement, the Separation
         Agreement or any other Ancillary Agreement.

         In the event that any member of the Southern Group makes a payment to
the Southern Energy Indemnitees hereunder, and any of the Southern Energy
Indemnitees subsequently diminishes the Employment Liability on account of which
such payment was made, either directly or through a third-party recovery,
Southern Energy will promptly repay (or will procure a Southern Energy
Indemnitee to promptly repay) such member of the Southern Group the amount by
which the payment made by such member of the Southern Group exceeds the actual
cost of the indemnified Employment Liability.

         Section 3. Exceptions.

         In accordance with the current practice in effect as of the execution
of the Agreement, with respect to claims for benefits or compensation, if an
underlying act or omission as contemplated in Section 1 or 2 of this Schedule
occurs and such act or omission constitutes the principal basis for such a
claim, then Section 1 or 2 shall apply, as applicable, to establish
indemnification obligations. If, however, no specific act or omission occurs
that is attributable to Southern or Southern Energy and the principal underlying
basis for a claim for benefits or compensation involves plan administration or
other similar systemic type activities related to maintenance of plans,
notwithstanding Sections 1 and 2, in accordance with the current practice in
effect as of the execution of the Agreement, Southern Energy and Southern shall
be responsible for their pro rata allocated share of costs to defend such claim.

         Section 4 Relationship to Indemnification and Insurance Matters
Agreement.

                  (i) Unless expressly modified in this Schedule, all other
         provisions of Article I of the Indemnification and Insurance Matters
         Agreement will apply to an indemnifiable claim.

                  (ii) Any claim which is not an Employment Liability will only
         be subject to the provisions of the Indemnification and Insurance
         Matters Agreement.

         Section 5. Definitions

                  (i) "Employment Liabilities" means all claims, causes of
         action, demands, liabilities, debts or damages (known or unknown)
         related to all employment matters addressed in this Agreement,
         including but not limited to claims arising under the Employee
         Retirement Income Security Act ("ERISA"), the Internal Revenue Code,
         claims for breach of contract, breach of fiduciary duty, promissory
         estoppel, equitable estoppel; claims for violation of any other federal
         or state statute or regulation or local ordinance; claims for lost or
         unpaid wages or other employee benefits; claims under the Americans
         with Disabilities Act ("ADA"); claims under the Family and Medical
         Leave Act ("FMLA"); claims under Title VII of the Civil Rights Act of
         1964, as amended; and claims under state law for intentional infliction
         of emotional distress, pain, suffering or anxiety, negligence,
         outrageous conduct, invasion of privacy, harassment, assault, battery,

                                       40

<PAGE>   47

         defamation, slander, libel, wrongful or constructive discharge or any
         other actions arising in tort or contract.

                  (ii) All other defined terms in this Schedule shall have the
         meaning set forth in the Indemnification and Insurance Matters
         Agreement.

                                       41

<PAGE>   48



                                SCHEDULE 2.01(a)


                          BENEFITS AND LIABILITIES FOR
                        SOUTHERN ENERGY RETIRED EMPLOYEES

                          BENEFITS AND LIABILITIES FOR
                        SOUTHERN ENERGY RETIRED EMPLOYEES



At the final Distribution Date, the following will occur:

1.       Retiree benefits for a designated list of Southern Energy Retired
         Employees(1) determined as of the Distribution Date will become the
         responsibility of Southern(2).

         Retiree medical benefits
         Retiree life benefits
         Southern Pension Plan benefits
         Southern Supplemental Benefit Plan benefits
         Southern SERP benefits
         Southern Energy SERP benefits
         Southern Deferred Compensation Plan benefits
         Specified benefits in individual contracts

2.       Assets related to Southern Energy Retired Employees' Southern Pension
         Plan benefits will be transferred from Southern Energy's account within
         the Southern Pension Plan trust to another designated account as of the
         Distribution Date.

         The asset transfer amount will use the existing methodology for
         transferring benefit obligations and assets between accounts within the
         Southern Pension Plan trust. The asset transfer amount will be
         determined using the following formula:

<TABLE>
<S>                   <C>
                      Market value of Southern Energy's Southern Pension Plan asset account
         times:       [(PBO for Southern Energy Retired Employees) / (PBO for all Southern
                      Energy participants)]

         equals:      Asset Transfer Amount
</TABLE>

         PBO=         Projected benefit obligations as determined for
                      Southern's FAS 87 accounting purposes as of the date of
                      transfer.

         Benefits=    PBO will be based on benefits payable by Southern Pension
                      Plan.

3.       Southern Energy will become fully responsible for the Southern
         Supplemental Benefit Plan and SERP benefits for all Southern Energy
         Employees as of the Distribution Date. Specifically, the other Southern
         Subsidiaries will be relieved of any responsibilities to provide a
         portion of the transferred employees' ultimate Supplemental Benefit
         Plan and/or SERP benefits due to periods of service the Southern Energy
         Employees worked for those other Subsidiaries.

--------
(1) Currently anticipated to be all non-union retirees, but may be limited to a
    select list that will be agreed to by both sides prior to the Distribution
    Date.

(2) For purposes of this document, Southern excludes Southern Energy.

                                       42

<PAGE>   49

4.       Southern will be fully responsible for the Southern Supplemental
         Benefit Plan and SERP benefits for all Southern Employees and Southern
         Energy Retired Employees as of the Distribution Date. Specifically,
         Southern Energy will be relieved of any responsibilities to provide a
         portion of the Southern Employees' and Southern Energy Retired
         Employees' ultimate Supplemental Benefit Plan and SERP benefits due to
         periods of service the employees worked for Southern Energy.

5.       Southern Energy will remunerate Southern for the excess of (A) over (B)
         below:

         A. Actuarial present value of the benefit responsibilities shifted to
            Southern pursuant to items 1 and 4 above, OVER

         B. The sum of:

               Assets to be transferred from Southern Energy's account within
               the Southern Pension Plan account pursuant to item 2 above.

               Actuarial present value of the benefit responsibilities shifted
               to Southern Energy pursuant to item 3 above.

         While not anticipated, if (B) is larger than (A), then Southern will
         remunerate Southern Energy for the excess of (B) over (A).

BASIS FOR ACTUARIAL PRESENT VALUES

The actuarial present values referred to in item 5 above will be computed using
the following basis or some other basis that is mutually acceptable to Southern
Energy and Southern:

o  Data as of the Distribution Date.

o  For account-type benefits, the account balance as of the Distribution Date
   will be deemed the actuarial present value.

o  For all other benefits, the present values will be computed using standard
   actuarial techniques and the ongoing plan actuarial assumptions(3). The
   assumptions will be those used to determine pension and retiree medical/life
   benefit obligations required by the Statement of Financial Accounting
   Standards Number 132 ("FAS 132") for the prior year's financial statements.
   If the assumptions used by Southern and Southern Energy for these purposes
   differ, then present values will be the average of the results obtained by
   independently computing the present values using each set of assumptions.

----------
(3)  Using ongoing assumptions means that when determining the present values of
     Southern Supplemental/SERP benefits as of the Distribution Date for active
     employees the following will be anticipated by the actuarial
     assumptions--continued service to retirement, termination, death, or
     disability; pay increases; and unknown bonus payments at target levels.

                                       43


<PAGE>   50

                                SCHEDULE 6.04(a)

                            THIRD PARTY ASO CONTRACTS

<TABLE>
<CAPTION>
---------------------------------------- ----------------------------------------------- --------------------------
                 PLAN                                        VENDOR                               SERVICES
---------------------------------------- ----------------------------------------------- --------------------------
<S>                                      <C>                                             <C>
ESP                                      Merrill Lynch                                    Recordkeeping

ESOP                                     Merrill Lynch                                    Recordkeeping

PSP                                      Merrill Lynch                                    Recordkeeping

Supplemental Benefit Plan                Merrill Lynch                                    Recordkeeping

Deferred Compensation                    Merrill Lynch                                    Recordkeeping

Health & Welfare Plans/                  Hewitt Associates                                Recordkeeping/
Pension/SERP                                                                              benefit delivery/
                                                                                         actuarial

Tax Saver                                Aon                                              Recordkeeping

Pension                                  Chase Manhattan                                  Trustee

ESP                                      Merrill Lynch                                    Trustee

ESOP                                     Merrill Lynch                                    Trustee

PSP                                      Merrill Lynch                                    Trustee
---------------------------------------- ----------------------------------------------- --------------------------
</TABLE>

                                       44

<PAGE>   51

                                SCHEDULE 6.04(b)

                            GROUP INSURANCE POLICIES

<TABLE>
<CAPTION>
------------------------------------------------------------ ---------------------------------------------------------
PLAN                                                         INSURER
------------------------------------------------------------ ---------------------------------------------------------
<S>                                                          <C>
Health Partners HMO                                          Health Partners (Alabama)

United Healthcare HMO                                        United Healthcare (Alabama)

Group Life                                                   Metlife

Dependent Life                                               Metlife

Retiree Life                                                 Metlife

Accident & Sickness                                          Protective

Long Term Disability                                         Provident

Total Income Protection                                      Provident

Business Travel                                              Provident

Dental (Indemnity)                                           Protective

Dental (Preventive)                                          Protective

Accidental Death & Dismemberment                             CNA

Legal Care                                                   Signature Legal

Vision                                                       Superior Vision

Personal Lines                                               MetPay

Long Term Care                                               John Hancock

Dental (HMO)                                                 CIGNA

CIGNA International                                          CIGNA
------------------------------------------------------------ ---------------------------------------------------------
</TABLE>

                                       45

<PAGE>   52

                                SCHEDULE 6.04(c)

                            THIRD PARTY HMO CONTRACTS


<TABLE>
<CAPTION>
----------------------------------------------------------- --------------------------------------------------------
CONTRACT                                                    VENDOR
----------------------------------------------------------- --------------------------------------------------------
<S>                                                         <C>
Kaiser HMO  [GA]                                            Kaiser

Aetna USHC HMO  [GA]                                        Aetna USHC

Aetna USHC HMO (DC)                                         Aetna USHC

Blue Choice HMO                                             Blue Cross of Georgia

Health Partners HMO                                         Health Partners (Alabama)

United Healthcare HMO                                       United Healthcare (Alabama)
----------------------------------------------------------- --------------------------------------------------------
</TABLE>

                                       46

<PAGE>   53

                                  SCHEDULE 7.04


                               STOCK PURCHASE PLAN

                                       47

<PAGE>   54

                                  SCHEDULE 7.05

               SOUTHERN ENERGY OMNIBUS INCENTIVE COMPENSATION PLAN

                                       48

<PAGE>   55

                                   SCHEDULE 8

                                 FRINGE BENEFITS


Employee Assistance

Credit Union

Southern-owned Cars

Executive Financial Planning

Relocation

                                       49

<PAGE>   56

                                SCHEDULE 10.10(a)

                              EMPLOYMENT LITIGATION

                               TRANSFERRED CLAIMS



                                      None

                                       50

<PAGE>   57

                                SCHEDULE 10.10(b)

                              EMPLOYMENT LITIGATION

                             JOINTLY DEFEND CLAIMS



                                      None


                                       51