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                                                                   EXHIBIT 10.10

                                    FORM OF
                             SOUTHERN ENERGY, INC.




                       OMNIBUS INCENTIVE COMPENSATION PLAN



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CONTENTS


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<S>                                                                                                               <C>
Article 1. Establishment, Objectives, and Duration                                                                1

Article 2. Definitions                                                                                            1

Article 3. Administration                                                                                         6

Article 4. Shares Subject to the Plan and Maximum Awards                                                          6

Article 5. Eligibility and Participation                                                                          7

Article 6. Stock Options                                                                                          8

Article 7. Stock Appreciation Rights                                                                              9

Article 8. Restricted Stock                                                                                      11

Article 9. Performance Units, Performance Shares, and Cash-Based Awards                                          12

Article 10. Performance Measures                                                                                 13

Article 11. Beneficiary Designation                                                                              14

Article 12. Deferrals                                                                                            14

Article 13. Rights of Employees/Directors                                                                        14

Article 14. Change in Control and Termination Events                                                             15

Article 15. Amendment, Modification, and Termination                                                             17

Article 16. Withholding                                                                                          18

Article 17. Indemnification                                                                                      18

Article 18. Successors                                                                                           18

Article 19. Legal Construction                                                                                   19
</TABLE>



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            SOUTHERN ENERGY, INC. OMNIBUS INCENTIVE COMPENSATION PLAN

ARTICLE 1. ESTABLISHMENT, OBJECTIVES, AND DURATION


      1.1. ESTABLISHMENT OF THE PLAN. Southern Energy, Inc., a Delaware
corporation (hereinafter referred to as the "Company"), hereby establishes an
incentive compensation plan to be known as the "Southern Energy, Inc. Omnibus
Incentive Compensation Plan" (hereinafter referred to as the "Plan"), as set
forth in this document. The Plan permits the grant of Nonqualified Stock
Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock,
Performance Shares, Performance Units, and Cash-Based Awards.

      Subject to approval by the Company's stockholders, the Plan shall become
effective as of April 17, 2000 (the "Effective Date") and shall remain in effect
as provided in Section 1.3 hereof.

      1.2. OBJECTIVES OF THE PLAN. The objectives of the Plan are to optimize
the profitability and growth of the Company through annual and long-term
incentives which are consistent with the Company's goals and which link the
personal interests of Participants to those of the Company's stockholders; to
provide Participants with an incentive for excellence in individual performance;
and to promote teamwork among Participants.

      The Plan is further intended to provide flexibility to the Company in its
ability to motivate, attract, and retain the services of Participants who make
significant contributions to the Company's success and to allow Participants to
share in the success of the Company.

      1.3. DURATION OF THE PLAN. The Plan shall commence on the Effective Date,
as described in Section 1.1 hereof, and shall remain in effect, subject to the
right of the Board of Directors to amend or terminate the Plan at any time
pursuant to Article 15 hereof, until all Shares subject to it shall have been
purchased or acquired according to the Plan's provisions. However, in no event
may an Award be granted under the Plan on or after April 17, 2010.

ARTICLE 2. DEFINITIONS

      Whenever used in the Plan, the following terms shall have the meanings set
forth below, and when the meaning is intended, the initial letter of the word
shall be capitalized:

         2.1.     "AFFILIATE" shall mean any Person affiliated with the Company
                  as determined by the Committee.

         2.2.     "AWARD" means, individually or collectively, a grant under
                  this Plan of Nonqualified Stock Options, Incentive Stock
                  Options, Stock Appreciation Rights, Restricted Stock,
                  Performance Shares, Performance Units, or Cash-Based Awards.



                                       1
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         2.3.     "AWARD AGREEMENT" means an agreement entered into by the
                  Company and each Participant setting forth the terms and
                  provisions applicable to Awards granted under this Plan.

         2.4.     "BASE VALUE" shall mean the Fair Market Value of a Stock
                  Appreciation Right on the date of grant.

         2.5.     "BENEFICIAL OWNER" or "BENEFICIAL OWNERSHIP" shall have the
                  meaning ascribed to such term in Rule 13d-3 of the General
                  Rules and Regulations under the Exchange Act.

         2.6.     "BOARD" or "BOARD OF DIRECTORS" means the Board of Directors
                  of the Company.

         2.7.     "BUSINESS COMBINATION" shall mean a reorganization (except
                  spin-off or initial public offering), merger or consolidation
                  or sale of the Southern Company or sale of all or
                  substantially all of Southern Company's assets.

         2.8.     "CASH-BASED AWARD" means an Award granted to a Participant, as
                  described in Article 9 herein.

         2.9.     "CHANGE IN CONTROL" of the Company shall be deemed to have
                  occurred as determined by the Committee and unless specified
                  otherwise in the Award Agreement shall mean a SEI Change of
                  Control until such time that Change in Control is defined
                  differently by the Committee or Board for purposes of this
                  Plan, which change in definition is expected to occur after
                  the spin-off of the Company to holders of the Southern Company
                  shares.

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

         2.11.    "COMMITTEE" means the Board or any committee or committees
                  appointed by the Board to administer Awards to Employees, as
                  specified in Article 3 herein. To the extent deemed
                  appropriate by the Board, any such committee may be comprised
                  of Directors who constitute "outside directors" under Code
                  Section 162(m) and "Non-Employee Directors" under Rule 16b-3
                  of the Exchange Act.

         2.12.    "COMMON STOCK" shall mean the common stock of the Company.

         2.13.    "COMPANY" means Southern Energy, Inc., a Delaware corporation,
                  including any and all Subsidiaries and Affiliates, and any
                  successor thereto as provided in Article 18 herein.

         2.14.    "CONSUMMATION" shall mean the completion of the final act
                  necessary to complete a transaction as a matter of law,
                  including, but not limited to, any required approvals by the
                  corporation's shareholders and board of directors, the
                  transfer of legal and beneficial title to securities or assets
                  and the final approval of the transaction by any applicable
                  domestic or foreign governments or agencies.

         2.15.    "CONTROL" shall mean, in the case of a corporation, Beneficial
                  Ownership of more than 50% of the combined voting power of the
                  corporation's Voting Securities, or in the case of any other
                  entity, Beneficial Ownership of more than 50% of such entity's
                  voting equity interests.

         2.16.    "COVERED EMPLOYEE" means a Participant who, as of the date of
                  vesting and/or payout of an Award, as applicable, is one of
                  the group of "covered employees," as defined in the
                  regulations promulgated under Code Section 162(m), or any
                  successor statute.



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         2.17.    "DIRECTOR" means any individual who is a member of the Board
                  of Directors of the Company or any Subsidiary or Affiliate;
                  provided, however, that any Director who is employed by the
                  Company or any Subsidiary or Affiliate shall be considered an
                  Employee under the Plan.

         2.18.    "DISABILITY" shall have the meaning ascribed to such term in
                  the Participant's governing long-term disability plan, or if
                  no such plan exists, at the discretion of the Committee.

         2.19.    "EFFECTIVE DATE" shall have the meaning ascribed to such term
                  in Section 1.1 hereof.

         2.20.    "EMPLOYEE" means any employee of the Company or its
                  Subsidiaries or Affiliates. Directors who are employed by the
                  Company shall be considered Employees under this Plan.

         2.21.    "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
                  amended from time to time, or any successor act thereto.

         2.22.    "FAIR MARKET VALUE" shall be determined on the basis of the
                  opening sale price on the principal securities exchange on
                  which the Shares are traded or, if there is no such sale on
                  the relevant date, then on the last previous day on which a
                  sale was reported; if the Shares are not listed for trading on
                  a national securities exchange, the fair market value of the
                  Shares shall be determined by the Committee in good faith.

         2.23.    "FREESTANDING SAR" means an SAR that is granted independently
                  of any Options, as described in Article 7 herein.

         2.24.    "GROUP" shall have the meaning ascribed to such term in
                  Section 13(d)(3) or 14(d)(2) of the Exchange Act.

         2.25.    "INCENTIVE STOCK OPTION" or "ISO" means an option to purchase
                  Shares granted under Article 6 herein and which is designated
                  as an Incentive Stock Option and which is intended to meet the
                  requirements of Code Section 422.

         2.26.    "INSIDER" shall mean an individual who is, on the relevant
                  date, an officer, director or ten percent (10%) beneficial
                  owner of any class of the Company's equity securities that is
                  registered pursuant to Section 12 of the Exchange Act, all as
                  defined under Section 16 of the Exchange Act.

         2.27.    "NONQUALIFIED STOCK OPTION" or "NQSO" means an option to
                  purchase Shares granted under Article 6 herein and which is
                  not intended to meet the requirements of Code Section 422.

         2.28.    "NORMAL RETIREMENT AGE" means age sixty-five (65) or such
                  other age as the Committee shall determine.

         2.29.    "OPTION" means an Incentive Stock Option or a Nonqualified
                  Stock Option, as described in Article 6 herein.



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         2.30.    "OPTION PRICE" means the price at which a Share may be
                  purchased by a Participant pursuant to an Option.

         2.31.    "PARTICIPANT" means an Employee or Director who has been
                  selected to receive an Award or who has outstanding an Award
                  granted under the Plan.

         2.32.    "PERFORMANCE-BASED EXCEPTION" means the performance-based
                  exception from the tax deductibility limitations of Code
                  Section 162(m).

         2.33.    "PERFORMANCE SHARE" means an Award granted to a Participant,
                  as described in Article 9 herein.

         2.34.    "PERFORMANCE UNIT" means an Award granted to a Participant, as
                  described in Article 9 herein.

         2.35.    "PERIOD OF RESTRICTION" means the period during which the
                  transfer of Shares of Restricted Stock is limited in some way
                  (based on the passage of time, the achievement of performance
                  goals, or upon the occurrence of other events as determined by
                  the Committee, at its discretion), and the Shares are subject
                  to a substantial risk of forfeiture, as provided in Article 8
                  herein.

         2.36.    "PERSON" shall have the meaning ascribed to such term in
                  Section 3(a)(9) of the Exchange Act and used in Sections 13(d)
                  and 14(d) thereof, including a "group" within the meaning of
                  Section 13(d)(3) or 14(d)(2) thereof.

         2.37.    "RESTRICTED STOCK" means an Award granted to a Participant
                  pursuant to Article 8 herein.

         2.38.    "RETIREMENT" means termination of employment on or after
                  Normal Retirement Age for reasons other than cause, as
                  determined by the Committee.

         2.39.    "SEI CHANGE IN CONTROL" shall mean the following:

              (a)    The Consummation of an acquisition by any Person of
                     Beneficial Ownership of 50% or more of the combined voting
                     power of the then outstanding Voting Securities of the
                     Company; provided, however, that for purposes of this
                     definition, any acquisition by an Employee, or Group
                     composed entirely of Employees, any qualified pension plan,
                     any publicly held mutual fund or any employee benefit plan
                     (or related trust) sponsored or maintained by Southern
                     Company or any corporation Controlled by Southern Company
                     shall not constitute an SEI Change in Control;

              (b)    Consummation of a reorganization (except a spin-off or
                     initial public offering), merger or consolidation of the
                     Company, in each case, unless, following such Business
                     Combination, Southern Company Controls the corporation
                     surviving or resulting from such Business Combination; or



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              (c)    Consummation of the sale or other disposition of all or
                     substantially all of the assets of the Company to an entity
                     which Southern Company does not Control.

         2.40.    "SHARES" means the shares of common stock of the Company.

         2.41.    "SOUTHERN BOARD" shall mean the board of directors of Southern
                  Company.

         2.42.    "SOUTHERN COMPANY" shall mean Southern Company, its successors
                  and assigns.

         2.43.    "SOUTHERN TERMINATION" shall mean the following:

              (a)    The Consummation of a reorganization (except a spin-off or
                     initial public offering), merger or consolidation of
                     Southern Company under circumstances where either (i)
                     Southern Company is not the surviving corporation or (ii)
                     Southern Company's Voting Securities are no longer publicly
                     traded;

              (b)    The sale or other disposition of all or substantially all
                     of Southern Company's assets; or

              (c)    The Consummation of an acquisition by any Person of
                     Beneficial Ownership of all of Southern Company's Voting
                     Securities such that Southern Company's Voting Securities
                     are no longer publicly traded.

         2.44.    "STOCK APPRECIATION RIGHT" or "SAR" means an Award, granted
                  alone or in connection with a related Option, designated as an
                  SAR, pursuant to the terms of Article 7 herein.

         2.45.    "SUBSIDIARY" means any corporation, partnership, joint
                  venture, or other entity in which the Company has a voting
                  interest.

         2.46.    "TANDEM SAR" means an SAR that is granted in connection with a
                  related Option pursuant to Article 7 herein, the exercise of
                  which shall require forfeiture of the right to purchase a
                  Share under the related Option (and when a Share is purchased
                  under the Option, the Tandem SAR shall similarly be canceled).

         2.47.    "TERMINATION EVENT" shall be deemed to have occurred as
                  determined by the Committee and unless specified otherwise in
                  the Award Agreement shall mean a Southern Termination until
                  such time that Termination Event is defined differently by the
                  Committee or Board for purposes of this Plan, which change in
                  definition is expected to occur after the spin-off of the
                  Company to holders of the Southern Company shares.

         2.48.    "VOTING SECURITIES" shall mean the outstanding voting
                  securities of a corporation entitling the holder thereof to
                  vote generally in the election of such corporation's
                  directors.



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ARTICLE 3. ADMINISTRATION


      3.1. GENERAL. The Plan shall be administered by the Board or the committee
appointed by the Board to administer the Plan. The members of the Committee
shall be appointed from time to time by, and shall serve at the discretion of,
the Board of Directors. The Board may delegate to the Committee any or all of
the administration of the Plan; provided, however, that the administration of
the Plan with respect to Awards granted to Directors may not be so delegated. To
the extent that the Board has delegated to the Committee any authority and
responsibility under the Plan, all applicable references to the Board in the
Plan shall be to the Committee. The Committee shall have the authority to
delegate administrative duties to officers, Directors, or Employees of the
Company.

      3.2. AUTHORITY OF THE COMMITTEE. Except as limited by law or by the
Articles of Incorporation or Bylaws of the Company, and subject to the
provisions herein, the Committee shall have full power to select Employees and
Directors who shall participate in the Plan; determine the sizes and types of
Awards; determine the terms and conditions of Awards in a manner consistent with
the Plan; certify satisfaction of performance goals for purposes of satisfying
the requirements of Code Section 162(m); construe and interpret the Plan and any
agreement or instrument entered into under the Plan; establish, amend, or waive
rules and regulations for the Plan's administration; to authorize conversion or
substitution under the Plan of any or all outstanding option or other awards
held by service providers of an entity acquired by the Company on terms
determined by the Committee (without regard to limitations set forth in Section
6.3 and 7.6); and (subject to the provisions of Articles 14 and 15 herein) amend
the terms and conditions of any outstanding Award as provided in the Plan.
Further, the Committee shall make all other determinations which may be
necessary or advisable for the administration of the Plan. To the extent
permitted by law and applicable rules of a stock exchange, the Committee may
allocate all or any portion of its responsibilities and powers to any one or
more of its members and may delegate all or any part of its responsibilities and
powers to any person or persons selected by it.

      3.3. DECISIONS BINDING. All determinations and decisions made by the
Committee pursuant to the provisions of the Plan and all related orders and
resolutions of the Committee shall be final, conclusive and binding on all
persons, including the Company, its stockholders, Directors, Employees,
Participants, and their estates and beneficiaries.

ARTICLE 4. SHARES SUBJECT TO THE PLAN AND MAXIMUM AWARDS


      4.1. NUMBER OF SHARES AVAILABLE FOR GRANTS. Subject to adjustment as
provided in Section 4.2 herein, the number of Shares hereby reserved for
issuance to Participants under the Plan shall be __________________
(____________), no more than _________________ (_____________) of which may be
granted in the form of Restricted Shares and no more than ___________ (_______)
of which may be granted in the form of Incentive Stock Options. The Committee
shall determine the appropriate methodology for calculating the number of shares
issued pursuant to the Plan. Unless and until the Committee determines that an
Award to a Covered Employee shall not be designed to comply with the
Performance-Based Exception, the following rules shall apply to grants of such
Awards under the Plan:



                                       6
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              (a)    STOCK OPTIONS: The maximum aggregate number of Shares that
                     may be granted in the form of Stock Options, pursuant to
                     any Award granted in any one fiscal year to any one single
                     Participant shall be ________________ (______________).

              (b)    SARS: The maximum aggregate number of Shares that may be
                     granted in the form of Stock Appreciation Rights, pursuant
                     to any Award granted in any one fiscal year to any one
                     single Participant shall be _________________
                     (_____________).

              (c)    RESTRICTED STOCK: The maximum aggregate grant with respect
                     to Awards of Restricted Stock granted in any one fiscal
                     year to any one Participant shall be _________________
                     (_______________).

              (d)    PERFORMANCE SHARES/PERFORMANCE UNITS AND CASH-BASED AWARDS:
                     The maximum aggregate payout (determined as of the end of
                     the applicable performance period) with respect to
                     Cash-Based Awards or Awards of Performance Shares or
                     Performance Units granted in any one fiscal year to any one
                     Participant shall be equal to the value of
                     __________________ (_______________) Shares.

      4.2. ADJUSTMENTS IN AUTHORIZED SHARES. In the event of any change in
corporate capitalization, such as a stock split, or a corporate transaction,
such as any merger, consolidation, separation, including a spin-off, or other
distribution of stock or property of the Company, any reorganization (whether or
not such reorganization comes within the definition of such term in Code Section
368) or any partial or complete liquidation of the Company, such adjustment may
be made in the number and class of Shares which may be delivered under Section
4.1, in the number and class of and/or price of Shares subject to outstanding
Awards granted under the Plan, and in the Award limits set forth in subsections
4.1(a) and 4.1(b), as may be determined to be appropriate by the Committee, in
its sole discretion; provided, however, that the number of Shares subject to any
Award shall always be a whole number, except as otherwise determined by the
Committee.

ARTICLE 5. ELIGIBILITY AND PARTICIPATION


      5.1. ELIGIBILITY. Persons eligible to participate in this Plan include all
Employees and Directors.

      5.2. ACTUAL PARTICIPATION. Subject to the provisions of the Plan, the
Committee may, from time to time, select from all eligible Employees and
Directors, those to whom Awards shall be granted and shall determine the nature
and amount of each Award.



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ARTICLE 6. STOCK OPTIONS


      6.1. GRANT OF OPTIONS. Subject to the terms and provisions of the Plan,
Options may be granted to Participants in such number, and upon such terms, and
at any time and from time to time as shall be determined by the Committee.

      6.2. AWARD AGREEMENT. Each Option grant shall be evidenced by an Award
Agreement that shall specify the Option Price, the duration of the Option, the
number of Shares to which the Option pertains, and such other provisions as the
Committee shall determine. The Award Agreement also shall specify whether the
Option is intended to be an ISO within the meaning of Code Section 422, or an
NQSO whose grant is intended not to fall under the provisions of Code Section
422.

      6.3. OPTION PRICE. The Option Price for each grant of an Option under this
Plan shall be at least equal to one hundred percent (100%) of the Fair Market
Value of a Share on the date the Option is granted.

      6.4. DURATION OF OPTIONS. Each Option granted to a Participant shall
expire at such time as the Board shall determine at the time of grant; provided,
however, that no Option shall be exercisable later than the tenth (10th)
anniversary date of its grant.

      6.5. EXERCISE OF OPTIONS. Options granted under this Article 6 shall be
exercisable at such times and be subject to such restrictions and conditions as
the Committee shall in each instance approve, which need not be the same for
each grant or for each Participant.

      6.6. PAYMENT. Options granted under this Article 6 shall be exercised by
the delivery of a written notice of exercise to the Company, setting forth the
number of Shares with respect to which the Option is to be exercised,
accompanied by full payment for the Shares.

      The Option Price upon exercise of any Option shall be payable to the
Company in full either: (a) in cash or its equivalent, or (b) by tendering
previously acquired Shares having an aggregate Fair Market Value at the time of
exercise equal to the total Option Price (provided that the Shares which are
tendered must have been held by the Participant for at least six (6) months
prior to their tender to satisfy the Option Price), or (c) by a combination of
(a) and (b).

      The Board also may allow cashless exercise as permitted under Federal
Reserve Committee's Regulation T, subject to applicable securities law
restrictions, or by any other means which the Committee determines to be
consistent with the Plan's purpose and applicable law.

      Subject to any governing rules or regulations, as soon as practicable
after receipt of a written notification of exercise and full payment, the
Company shall deliver to the Participant, in the Participant's name, Share
certificates in an appropriate amount based upon the number of Shares purchased
under the Option(s) or make arrangements to have the Shares held at a bank or
other appropriate institution in noncertificated form.

      Unless otherwise determined by the Committee, all payments under all of
the methods indicated above shall be paid in United States dollars.



                                       8
<PAGE>   11

      6.7. RESTRICTIONS ON SHARE TRANSFERABILITY. The Board may impose such
restrictions on any Shares acquired pursuant to the exercise of an Option
granted under this Article 6 as it may deem advisable, including, without
limitation, restrictions under applicable federal securities laws, under the
requirements of any stock exchange or market upon which such Shares are then
listed and/or traded, and under any blue sky or state securities laws applicable
to such Shares.

      6.8. TERMINATION OF EMPLOYMENT/DIRECTORSHIP. Each Participant's Option
Award Agreement shall set forth the extent to which the Participant shall have
the right to exercise the Option following termination of the Participant's
employment or directorship with the Company. Such provisions shall be determined
in the sole discretion of the Committee, shall be included in the Award
Agreement entered into with each Participant, need not be uniform among all
Options issued pursuant to this Article 6, and may reflect distinctions based on
the reasons for termination.

      6.9.    NONTRANSFERABILITY OF OPTIONS.

              (a) INCENTIVE STOCK OPTIONS. No ISO granted under the Plan may be
sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
other than by will or by the laws of descent and distribution. Further, all ISOs
granted to a Participant under the Plan shall be exercisable during his or her
lifetime only by such Participant.

              (b) NONQUALIFIED STOCK OPTIONS. Except as otherwise provided in a
Participant's Award Agreement, no NQSO granted under this Article 6 may be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated, other
than by will or by the laws of descent and distribution. Further, except as
otherwise provided in a Participant's Award Agreement, all NQSOs granted to a
Participant under this Article 6 shall be exercisable during his or her lifetime
only by such Participant.

ARTICLE 7. STOCK APPRECIATION RIGHTS


      7.1. GRANT OF SARS. Subject to the terms and conditions of the Plan, SARs
may be granted to Participants at any time and from time to time as shall be
determined by the Committee. The Committee may grant Freestanding SARs, Tandem
SARs, or any combination of these forms of SAR.

      The Committee shall have complete discretion in determining the number of
SARs granted to each Participant (subject to Article 4 herein) and, consistent
with the provisions of the Plan, in determining the terms and conditions
pertaining to such SARs.

      The grant price of a Freestanding SAR shall equal the Fair Market Value of
a Share on the date of grant of the SAR. The grant price of Tandem SARs shall
equal the Option Price of the related Option.

      7.2. EXERCISE OF TANDEM SARS. Tandem SARs may be exercised for all or part
of the Shares subject to the related Option upon the surrender of the right to
exercise the equivalent portion of the related Option. A Tandem SAR may be
exercised only with respect to the Shares for which its related Option is then
exercisable.



                                       9
<PAGE>   12

      Notwithstanding any other provision of this Plan to the contrary, with
respect to a Tandem SAR granted in connection with an ISO: (i) the Tandem SAR
will expire no later than the expiration of the underlying ISO; (ii) the value
of the payout with respect to the Tandem SAR may be for no more than one hundred
percent (100%) of the difference between the Option Price of the underlying ISO
and the Fair Market Value of the Shares subject to the underlying ISO at the
time the Tandem SAR is exercised; and (iii) the Tandem SAR may be exercised only
when the Fair Market Value of the Shares subject to the ISO exceeds the Option
Price of the ISO.

      7.3. EXERCISE OF FREESTANDING SARS. Freestanding SARs may be exercised
upon whatever terms and conditions the Committee, in its sole discretion,
imposes upon them.

      7.4. SAR AGREEMENT. Each SAR grant shall be evidenced by an Award
Agreement that shall specify the grant price, the term of the SAR, and such
other provisions as the Committee shall determine.

      7.5. TERM OF SARS. The term of an SAR granted under the Plan shall be
determined by the Board, in its sole discretion; provided, however, that such
term shall not exceed ten (10) years.

      7.6. PAYMENT OF SAR AMOUNT. Upon exercise of an SAR, a Participant shall
be entitled to receive payment from the Company in an amount determined by
multiplying:

              (a)    The difference between the Fair Market Value of a Share on
                     the date of exercise over the grant price; by

              (b)    The number of Shares with respect to which the SAR is
                     exercised.

      At the discretion of the Committee, the payment upon SAR exercise may be
in cash, in Shares of equivalent value, or in some combination thereof. The
Committee's determination regarding the form of SAR payout shall be set forth in
the Award Agreement pertaining to the grant of the SAR.

      7.7. TERMINATION OF EMPLOYMENT/DIRECTORSHIP. Each SAR Award Agreement
shall set forth the extent to which the Participant shall have the right to
exercise the SAR following termination of the Participant's employment or
directorship with the Company. Such provisions shall be determined in the sole
discretion of the Committee, shall be included in the Award Agreement entered
into with Participants, need not be uniform among all SARs issued pursuant to
the Plan, and may reflect distinctions based on the reasons for termination.

      7.8. NONTRANSFERABILITY OF SARS. Except as otherwise provided in a
Participant's Award Agreement, no SAR granted under the Plan may be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated, other
than by will or by the laws of descent and distribution. Further, except as
otherwise provided in a Participant's Award Agreement, all SARs granted to a
Participant under the Plan shall be exercisable during his or her lifetime only
by such Participant.



                                       10

<PAGE>   13

ARTICLE 8. RESTRICTED STOCK


      8.1.        GRANT OF RESTRICTED STOCK. Subject to the terms and provisions
of the Plan, the Committee, at any time and from time to time, may grant Shares
of Restricted Stock to Participants in such amounts as the Board shall
determine.

      8.2.        RESTRICTED STOCK AGREEMENT. Each Restricted Stock grant shall
be evidenced by a Restricted Stock Award Agreement that shall specify the
Period(s) of Restriction, the number of Shares of Restricted Stock granted, and
such other provisions as the Committee shall determine.

      8.3.        TRANSFERABILITY. Except as provided in this Article 8, the
Shares of Restricted Stock granted herein may not be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated until the end of the applicable
Period of Restriction established by the Committee and specified in the
Restricted Stock Award Agreement, or upon earlier satisfaction of any other
conditions, as specified by the Committee in its sole discretion and set forth
in the Restricted Stock Award Agreement. All rights with respect to the
Restricted Stock granted to a Participant under the Plan shall be available
during his or her lifetime only to such Participant.

      8.4.        OTHER RESTRICTIONS. The Committee shall impose such other
conditions and/or restrictions on any Shares of Restricted Stock granted
pursuant to the Plan as it may deem advisable including, without limitation, a
requirement that Participants pay a stipulated purchase price for each Share of
Restricted Stock, restrictions based upon the achievement of specific
performance goals (Company-wide, divisional, and/or individual), time-based
restrictions on vesting following the attainment of the performance goals,
and/or restrictions under applicable federal or state securities laws.

      To the extent deemed appropriate by the Committee, the Company may retain
the certificates representing Shares of Restricted Stock in the Company's
possession until such time as all conditions and/or restrictions applicable to
such Shares have been satisfied.

      Except as otherwise provided in this Article 8, Shares of Restricted
Stock covered by each Restricted Stock grant made under the Plan shall become
freely transferable by the Participant after the last day of the applicable
Period of Restriction.

      8.5.        VOTING RIGHTS. If the Committee so determines, Participants
holding Shares of Restricted Stock granted hereunder may be granted the right to
exercise full voting rights with respect to those Shares during the Period of
Restriction.

      8.6.        DIVIDENDS AND OTHER DISTRIBUTIONS. During the Period of
Restriction, Participants holding Shares of Restricted Stock granted hereunder
may, if the Committee so determines, be credited with regular cash dividends
paid with respect to the underlying Shares while they are so held. The Committee
may apply any restrictions to the dividends that the Committee deems
appropriate. Without limiting the generality of the preceding sentence, if the
grant or vesting of Restricted Shares granted to a Covered Employee is designed
to comply with the requirements of the Performance-Based Exception, the Board
may apply any restrictions it deems appropriate to the

                                       11
<PAGE>   14

payment of dividends declared with respect to such Restricted Shares, such that
the dividends and/or the Restricted Shares maintain eligibility for the
Performance-Based Exception.

      8.7.        TERMINATION OF EMPLOYMENT/DIRECTORSHIP. Each Restricted Stock
Award Agreement shall set forth the extent to which the Participant shall have
the right to receive unvested Restricted Shares following termination of the
Participant's employment or directorship with the Company. Such provisions shall
be determined in the sole discretion of the Committee, shall be included in the
Award Agreement entered into with each Participant, need not be uniform among
all Shares of Restricted Stock issued pursuant to the Plan, and may reflect
distinctions based on the reasons for termination; provided, however that,
except in the cases connected with a Change in Control or Termination Event and
terminations by reason of death or Disability, the vesting of Shares of
Restricted Stock which qualify for the Performance-Based Exception and which are
held by Covered Employees shall not be accelerated unless the Committee
determines otherwise.

ARTICLE 9.        PERFORMANCE UNITS, PERFORMANCE SHARES, AND CASH-BASED AWARDS


      9.1.        GRANT OF PERFORMANCE UNITS/SHARES AND CASH-BASED AWARDS.
Subject to the terms of the Plan, Performance Units, Performance Shares, and/or
Cash-Based Awards may be granted to Participants in such amounts and upon such
terms, and at any time and from time to time, as shall be determined by the
Committee.

      9.2.        VALUE OF PERFORMANCE UNITS/SHARES AND CASH-BASED AWARDS. Each
Performance Unit shall have an initial value that is established by the
Committee at the time of grant. Each Performance Share shall have an initial
value equal to the Fair Market Value of a Share on the date of grant. Each
Cash-Based Award shall have a value as may be determined by the Committee. The
Board shall set performance goals in its discretion which, depending on the
extent to which they are met, will determine the number and/or value of
Performance Units/Shares and Cash-Based Awards that will be paid out to the
Participant. For purposes of this Article 9, the time period during which the
performance goals must be met shall be called a "Performance Period."

      9.3.        EARNING OF PERFORMANCE UNITS/SHARES AND CASH-BASED AWARDS.
Subject to the terms of this Plan, after the applicable Performance Period has
ended, the holder of Performance Units/Shares and Cash-Based Awards shall be
entitled to receive payout on the number and value of Performance Units/Shares
and Cash-Based Awards earned by the Participant over the Performance Period, to
be determined as a function of the extent to which the corresponding performance
goals have been achieved.

      9.4.        FORM AND TIMING OF PAYMENT OF PERFORMANCE UNITS/SHARES AND
CASH-BASED AWARDS. Payment of earned Performance Units/Shares and Cash-Based
Awards shall be made in a single lump sum or such other form designated by the
Committee following the close of the applicable Performance Period. Subject to
the terms of this Plan, the Committee, in its sole discretion, may pay earned
Performance Units/Shares and Cash-Based Awards in the form of cash or in Shares
(or in a combination thereof) which have an aggregate Fair Market Value equal
to the value of the earned Performance Units/Shares and Cash-Based Awards at
the close of the applicable Performance Period. Such Shares may be granted
subject to any restrictions deemed appropriate by

                                       12
<PAGE>   15

the Board. The determination of the Committee with respect to the form of payout
of such Awards shall be set forth in the Award Agreement pertaining to the grant
of the Award.

      At the discretion of the Board, Participants may be entitled to receive
any dividends declared with respect to Shares which have been earned in
connection with grants of Performance Units and/or Performance Shares which
have been earned, but not yet distributed to Participants (such dividends may
be subject to the same accrual, forfeiture, and payout restrictions as apply to
dividends earned with respect to Shares of Restricted Stock, as set forth in
Section 8.6 herein as determined by the Committee). In addition, Participants
may, at the discretion of the Committee, be entitled to exercise voting rights
with respect to such Shares.

      9.5.        TERMINATION OF EMPLOYMENT/DIRECTORSHIP. In the event that a
Participant's employment or directorship terminates for any reason, including
by reason of death, Disability or Retirement, all Performance Units/Shares and
Cash-Based Awards shall be forfeited by the Participant to the Company unless
determined otherwise by the Committee, as set forth in the Participant's Award
Agreement.

      9.6.        NONTRANSFERABILITY. Except as otherwise provided in a
Participant's Award Agreement, Performance Units/Shares and Cash-Based Awards
may not be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and distribution.
Further, except as otherwise provided in a Participant's Award Agreement, a
Participant's rights under the Plan shall be exercisable during the
Participant's lifetime only by the Participant or the Participant's legal
representative.

ARTICLE 10.       PERFORMANCE MEASURES


      Unless and until the Committee proposes for shareholder vote and
shareholders approve a change in the general performance measures set forth in
this Article 10, the attainment of which may determine the degree of payout
and/or vesting with respect to Awards to Covered Employees which are designed
to qualify for the Performance-Based Exception, the performance measure(s) to
be used for purposes of such grants shall be chosen from among:

      (a)     Earnings per share;

      (b)     Net income (before or after taxes);

      (c)     Return measures (including, but not limited to, return on assets,
              equity, or sales);

      (d)     Cash flow return on investments which equals net cash flows
              divided by owners equity;

      (e)     Earnings before or after taxes;

      (f)     Gross revenues;

      (g)     Gross margins; and

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<PAGE>   16

      (h)     Share price (including, but no limited to, growth measures and
              total shareholder return).

      The Committee in its sole discretion shall have the ability to set such
performance measures at the corporate level or the subsidiary/business unit
level or set such other performance measures as it deems appropriate with
respect to individuals who are not reasonably likely to be Covered Employees at
the time of payment and/or vesting.

      The Committee shall have the discretion to adjust the determinations of
the degree of attainment of the preestablished performance goals; provided,
however, that Awards which are designed to qualify for the Performance-Based
Exception, and which are held by Covered Employee, may not be adjusted upward
(the Committee shall retain the discretion to adjust such Awards downward).

      In the event that applicable tax and/or securities laws change to permit
Committee discretion to alter the governing performance measures without
obtaining shareholder approval of such changes, the Committee shall have sole
discretion to make such changes without obtaining shareholder approval. In
addition, in the event that the Committee determines that it is advisable to
grant Awards which shall not qualify for the Performance-Based Exception, the
Committee may make such grants without satisfying the requirements of Code
Section 162(m).

ARTICLE 11.       BENEFICIARY DESIGNATION


      Each Participant under the Plan may, from time to time, name any
beneficiary or beneficiaries (who may be named contingently or successively) to
whom any benefit under the Plan is to be paid in case of his or her death
before he or she receives any or all of such benefit. Each such designation
shall revoke all prior designations by the same Participant, shall be in a form
prescribed by the Company, and will be effective only when filed by the
Participant in writing with the Company during the Participant's lifetime. In
the absence of any such designation, benefits remaining unpaid at the
Participant's death shall be paid to the Participant's estate.

ARTICLE 12.       DEFERRALS


      The Committee may permit or require a Participant to defer such
Participant's receipt of the payment of cash or the delivery of Shares that
would otherwise be due to such Participant by virtue of the exercise of an
Option or SAR, the lapse or waiver of restrictions with respect to Restricted
Stock, or the satisfaction of any requirements or goals with respect to
Performance Units/Shares. If any such deferral election is required or
permitted, the Committee shall, in its sole discretion, establish rules and
procedures for such payment deferrals.

ARTICLE 13.       RIGHTS OF EMPLOYEES/DIRECTORS


      13.1.       EMPLOYMENT. Nothing in the Plan shall interfere with or limit
in any way the right of the Company to terminate any Participant's employment at
any time, nor confer upon any Participant any right to continue in the employ of
the Company.

                                       14
<PAGE>   17

      13.2.       PARTICIPATION. No Employee or Director shall have the right to
be selected to receive an Award under this Plan, or, having been so selected, to
be selected to receive a future Award.

      13.3        RIGHTS AS A STOCKHOLDER. A Participant shall have none of the
rights of a shareholder with respect to shares of Common Stock covered by any
Award until the Participant becomes the record holder of such shares.


ARTICLE 14.       CHANGE IN CONTROL AND TERMINATION EVENT


14.1          TREATMENT OF OUTSTANDING AWARDS.

              (a) Change in Control. Notwithstanding any other provision of the
              Plan to the contrary, unless the Committee specifies otherwise in
              the Award Agreement, in the event of a Change in Control:

                  (i)      Any Options and Stock Appreciation Rights held by an
                           Employee which are outstanding as of the date such
                           SEI Change in Control is determined to have occurred,
                           and which are not then exercisable and vested, shall
                           become fully exercisable and vested to the full
                           extent of the original grant; provided, that in the
                           case of a Participant holding a Stock Appreciation
                           Right who is subject to Section 16(b) of the Exchange
                           Act, such Stock Appreciation Right shall not become
                           fully vested and exercisable at such time if such
                           actions would result in liability to the Participant
                           under Section 16(b), provided further, that any such
                           actions not taken as a result of the rules under
                           Section 16(b) shall be effected as of the first date
                           that such activity would no longer result in
                           liability under such section.

                  (ii)     The restrictions and deferral limitations applicable
                           to any Restricted Stock held by an Employee shall
                           lapse, and such Restricted Stock shall become free
                           of all restrictions and limitations and become fully
                           vested and transferable to the full extent of the
                           original grant.

                  (iii)    The restrictions and deferral limitations and other
                           conditions applicable to any other Awards held by
                           Employees shall lapse, and such other Awards shall
                           become free of all restrictions, limitations or
                           conditions and become fully vested and transferable
                           to the full extent of the original grant.

              (b)    Termination Event. Notwithstanding any other provision of
                     the Plan to the contrary, unless the Committee specifies
                     otherwise in the Award Agreement, in the event of a
                     Termination Event:


                  (i)      Any Options and Stock Appreciation Rights which are
                           outstanding as of the date such Southern Termination
                           is determined to have occurred, and which

                                       15
<PAGE>   18

                           are not then exercisable and vested, shall become
                           fully exercisable and vested to the full extent of
                           the original grant.

                  (ii)     The restrictions and deferral limitations applicable
                           to any Restricted Stock shall lapse, and such
                           Restricted Stock shall become free of all
                           restrictions and limitations and become fully vested
                           and transferable to the full extent of the original
                           grant.

                  (iii)    The restrictions and deferral limitations and other
                           conditions applicable to any other Awards under the
                           Plan shall lapse, and such other Awards shall become
                           free of all restrictions, limitations or conditions
                           and become fully vested and transferable to the full
                           extent of the original grant.

                  (iv)     Any Options, Stock Appreciation Rights or Restricted
                           Stock which are outstanding as of the date such
                           Southern Termination is determined to have occurred,
                           shall be converted into or replaced by options, stock
                           appreciation rights or restricted stock, as the case
                           may be, in the surviving company, or the corporation
                           which has acquired all of Southern Company's Common
                           Stock or assets. In the event of such conversion or
                           replacement, the terms of the replacement options or
                           stock appreciation rights shall preserve with respect
                           to each Option and each SAR the spread between the
                           Fair Market Value of the shares subject to the
                           Options or SARs and the Option Price or Base Value,
                           as the case may be, as determined immediately prior
                           to the Southern Termination. Similarly, the terms of
                           replacement restricted stock shall preserve the Fair
                           Market Value of each share of Restricted Stock as
                           determined immediately prior to the Southern
                           Termination. No replacement option, stock
                           appreciation right or share of restricted stock
                           received shall be subject to any terms which are less
                           favorable than those which existed with respect to
                           the original Option, SAR or share of Restricted Stock
                           immediately prior to the Southern Termination.

                  (v)      In the event that it is not possible to effect the
                           conversion set forth in Section 14.1(b)(iv) hereof,
                           any and all outstanding Options, Stock Appreciation
                           Rights and Restricted Stock as of the date of the
                           Southern Termination which are not so converted shall
                           be terminated and the affected Participants shall
                           receive within thirty (30) days of the Southern
                           Termination cash equal to the difference between the
                           Option Price and Fair Market Value, in the case of
                           Options, the Base Value and Fair Market Value, in the
                           case of SARs and equal to the Fair Market Value, in
                           the case of Restricted Stock. For purposes of this
                           Section 14.1(b)(v), Fair Market Value shall be
                           determined as of the day prior to the date of the
                           Southern Termination].

      14.2.       TERMINATION, AMENDMENT, AND MODIFICATIONS OF CHANGE-IN-CONTROL
PROVISIONS. Notwithstanding any other provision of this Plan (but subject to
the limitations of Section 15.3 hereof) or any Award Agreement provision, the
provisions of this Article 14 may not be terminated, amended, or modified on or
after the date of a Change in Control to affect adversely any Award theretofore
granted under the Plan without the prior written consent of the Participant
with respect to

                                       16
<PAGE>   19

said Participant's outstanding Awards; provided, however, the Board may
terminate, amend, or modify this Article 14 at any time and from time to time
prior to the date of a Change in Control.

      14.3.       POOLING OF INTERESTS ACCOUNTING. Notwithstanding any other
provision of the Plan to the contrary, in the event that the consummation of a
Change in Control is contingent on using pooling of interests accounting
methodology, the Board or Committee may take any action necessary to preserve
the use of pooling of interests accounting.

ARTICLE 15.       AMENDMENT, MODIFICATION, AND TERMINATION


      15.1.       AMENDMENT, MODIFICATION, AND TERMINATION. Subject to the terms
of the Plan, the Board may at any time and from time to time, alter, amend,
suspend or terminate the Plan in whole or in part.

      15.2.       ADJUSTMENT OF AWARDS UPON THE OCCURRENCE OF CERTAIN UNUSUAL OR
NONRECURRING EVENTS. The Committee may make adjustments in the terms and
conditions of, and the criteria included in, Awards in recognition of unusual
or nonrecurring events (including, without limitation, the events described in
Section 4.3 hereof) affecting the Company or the financial statements of the
Company or of changes in applicable laws, regulations, or accounting
principles, whenever the Committee determines that such adjustments are
appropriate; provided that, unless the Committee determines otherwise at the
time such adjustment is considered, no such adjustment shall be authorized to
the extent that such authority would be inconsistent with the Plan's meeting
the requirements of Section 162(m) of the Code, as from time to time amended.
Without limiting the foregoing, the Committee shall have the right to
temporarily suspend the right to exercise any Award to facilitate a
transaction, to provide for the continuation of all or a portion of Awards and
to make such adjustments by such means as determined by the Committee in its
discretion, including, without limitation, for example, (a) cancellation of all
or a portion of any Award for a cash payment, (b) conversion of all or a
portion of Shares subject to an Award into other property or securities, (c)
removal of any or all restrictions and conditions on Award or (d) giving
written notice to any Participant that his or her Award will become immediately
exercisable, notwithstanding any waiting period otherwise prescribed and that
the Award will be cancelled if not exercised within a specified period of days
after such notice.

      15.3.       AWARDS PREVIOUSLY GRANTED. Subject to Sections 14.2 and 14.3
hereof and changes to the definition of Change in Control and Termination Event,
no termination, amendment, or modification of the Plan shall adversely affect in
any material way any Award previously granted under the Plan, without the
written consent of the Participant holding such Award.

      15.4.       COMPLIANCE WITH CODE SECTION 162(M). At all times when Code
Section 162(m) is applicable, all Awards granted under this Plan to Employees
who are or could reasonably become Covered Employees as determined by the
Committee shall comply with the requirements of Code Section 162(m); provided,
however, that in the event the Committee determines that such compliance is not
desired with respect to any Award or Awards available for grant under the Plan,
then compliance with Code Section 162(m) will not be required. In addition, in
the event that changes are made to Code Section 162(m) to permit greater
flexibility with respect to any Award or Awards

                                       17
<PAGE>   20

available under the Plan, the Board may, subject to this Article 15, make any
adjustments it deems appropriate.

ARTICLE 16.       WITHHOLDING


      16.1.       TAX WITHHOLDING. The Company shall have the power and the
right to deduct or withhold, or require a Participant to remit to the Company,
an amount sufficient to satisfy Federal, state, and local taxes, domestic or
foreign, required by law or regulation to be withheld with respect to any
taxable event arising as a result of this Plan.

      16.2.       SHARE WITHHOLDING. With respect to withholding required upon
the exercise of Options or SARs, upon the lapse of restrictions on Restricted
Stock, or upon any other taxable event arising as a result of Awards granted
hereunder, Participants may elect, subject to the approval of the Committee, to
satisfy the withholding requirement, in whole or in part, by having the Company
withhold Shares having a Fair Market Value on the date the tax is to be
determined equal to the minimum statutory total tax which could be imposed on
the transaction. All such elections shall be irrevocable, made in writing,
signed by the Participant, and shall be subject to any restrictions or
limitations that the Board, in its sole discretion, deems appropriate.

ARTICLE 17.       INDEMNIFICATION


      Each person who is or shall have been a member of the Committee, or of
the Board, shall be indemnified and held harmless by the Company against and
from any loss, cost, liability, or expense that may be imposed upon or
reasonably incurred by him or her in connection with or resulting from any
claim, action, suit, or proceeding to which he or she may be a party or in
which he or she may be involved by reason of any action taken or failure to act
under the Plan and against and from any and all amounts paid by him or her in
settlement thereof, with the Company's approval, or paid by him or her in
satisfaction of any judgement in any such action, suit, or proceeding against
him or her, provided he or she shall give the Company an opportunity, at its
own expense, to handle and defend the same before he or she undertakes to
handle and defend it on his or her own behalf. The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification
to which such persons may be entitled under the Company's Articles of
Incorporation or Bylaws, as a matter of law, or otherwise, or any power that
the Company may have to indemnify them or hold them harmless.

ARTICLE 18.       SUCCESSORS


      All obligations of the Company under the Plan with respect to Awards
granted hereunder shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase,
merger, consolidation, or otherwise, of all or substantially all of the
business and/or assets of the Company.

                                       18
<PAGE>   21

ARTICLE 19.       GENERAL PROVISIONS


      19.1.       GENDER AND NUMBER. Except where otherwise indicated by the
context, any masculine term used herein also shall include the feminine; the
plural shall include the singular and the singular shall include the plural.

      19.2.       SEVERABILITY. In the event any provision of the Plan shall be
held illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining parts of the Plan, and the Plan shall be construed and
enforced as if the illegal or invalid provision had not been included.

      19.3.       REQUIREMENTS OF LAW. The granting of Awards and the issuance
of Shares under the Plan shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.

      19.4.       DELIVER OF TITLE. The Company shall have no obligation to
issue or deliver evidence of title for shares of Shares under the Plan prior to:

         (a)      Obtaining any approvals from governmental agencies that the
                  Company determines are necessary or advisable; and

         (b)      Completion of any registration or other qualification of
                  the Shares under any applicable national or foreign law or
                  ruling of any governmental body that the Company determines to
                  be necessary or advisable.

      19.5.       SECURITIES LAW COMPLIANCE. With respect to Insiders,
transactions under this Plan are intended to comply with all applicable
conditions of Rule 16b-3 or its successors under the 1934 Act unless determined
otherwise by the Committee. To the extent any provision of the Plan or action by
the Committee fails to so comply, it shall be deemed null and void, to the
extent permitted by law and deemed advisable by the Board.

      19.6.       NO ADDITIONAL RIGHTS. Nothing in the Plan shall interfere with
or limit in any way the right of the Company to terminate any Participant's
employment at any time, or confer upon any Participant any right to continue in
the employ of the Company.

      No employee shall have the right to be selected to receive an Award under
this Plan or having been so selected, to be selected to receive a future Award.

      Neither the Award nor any benefits arising under this Plan shall
constitute part of a Participant's employment contract with the Company or any
Affiliate, and accordingly, this Plan and the benefits hereunder may be
terminated at any time in the sole and exclusive discretion of the Committee
without giving rise to liability on the part of the Company or any Affiliate
for severance payments.

      19.7.       EMPLOYEES BASED OUTSIDE OF THE UNITED STATES. Notwithstanding
any provision of the Plan to the contrary, in order to comply with provisions of
laws in other countries in which the Company, its Affiliates, and its
Subsidiaries operate or have Employees, the Board or the Committee, in their
sole discretion, shall have the power and authority to:

                                       19
<PAGE>   22

(a)      Determine which Employees employed outside the United States are
         eligible to participate in the Plan;

(b)      Modify the terms and conditions of any Award granted to
         Employees who are employed outside the United States; and

(a)   Establish subplans, modified exercise procedures, and other terms and
      procedures to the extent such actions may be necessary or advisable.
      Any subplans and modifications to Plan terms and procedures established
      under this Section 19.7 by the Board or the Committee shall be attached
      to this Plan document as Appendices.

      19.8.       GOVERNING LAW. To the extent not preempted by federal law, the
Plan, and all agreements hereunder, shall be construed in accordance with and
governed by the substantive laws (excluding the conflict of laws rules) of the
state of Delaware.

                                       20