Exhibit 10(a)2
                              AMENDED AND RESTATED

                           CHANGE IN CONTROL AGREEMENT

     THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT ("Agreement") made
and entered into by and between The Southern Company ("Southern"), Southern
Company Services, Inc. (the "Company") and Mr. Thomas A. Fanning ("Mr. Fanning")
(hereinafter collectively referred to as the "Parties") is effective November
16, 2006. This Agreement amends and restates the Amended and Restated Change in
Control Agreement entered into by Mr. Fanning, Southern and the Company,
effective June 1, 2004.

                                  WITNESSETH:

     WHEREAS, Mr. Fanning is the Executive Vice President and Chief Financial
Officer of the Company;

     WHEREAS, the Company wishes to provide to Mr. Fanning certain severance
benefits under certain circumstances following a change in control (as defined
herein) of Southern or the Company;

     NOW, THEREFORE, in consideration of the premises, and the agreements of the
Parties set forth in this Agreement, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:

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                            ARTICLE I - DEFINITIONS.

   For purposes of this Agreement, the following terms shall have the
following meanings:

     1.1 "Annual Compensation" shall mean Mr. Fanning's Base Salary plus Target
Bonus under the Company's Short Term Bonus Plan.

     1.2 "Base Salary" shall mean Mr. Fanning's highest annual base salary rate
during the twelve (12) month period immediately preceding the date the Change in
Control is Consummated.

     1.3 "Beneficial Ownership" shall mean beneficial ownership within the
meaning of Rule 13d-3 promulgated under the Exchange Act.

     1.4 "Benefit Index" shall mean the Hewitt Associates' Benefit Index(r), or
if such index is no longer available, cannot be used, or if pursuant to Section
1.5 hereof another Benefits Consultant has been chosen by the Compensation
Committee, such other comparable index utilized by the Benefits Consultant.

     1.5 "Benefits Consultant" shall mean Hewitt Associates or such other
nationally recognized employee benefits consulting firm as shall be designated
in writing by the Compensation Committee upon the occurrence of a Preliminary
Change in Control that would result in a Subsidiary Change in Control.

     1.6 "Board of Directors" shall mean the board of directors of the Company.

     1.7 "Business Combination" shall mean a reorganization, merger or
consolidation of Southern or sale or other disposition of all or substantially
all of the assets of Southern.

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     1.8 "Change in Control" shall mean,

          (a) with respect to Southern, the occurrence of any of the following:

               (i) The Consummation of an acquisition by any Person of
          Beneficial Ownership of 20% or more of Southern's Voting Securities;
          provided, however, that for purposes of this Section 1.8(a)(i) the
          following acquisitions of Southern's Voting Securities shall not
          constitute a Change in Control:

                    (A) any acquisition directly from Southern;

                    (B) any acquisition by Southern;

                    (C) any acquisition by any employee benefit plan (or related
               trust) sponsored or maintained by Southern or any Southern
               Subsidiary;

                    (D) any acquisition by a qualified pension plan or publicly
               held mutual fund;

                    (E) any acquisition by an employee of Southern or a Southern
               Subsidiary, or Group composed exclusively of such employees; or

                    (F) any Business Combination which would not otherwise
               constitute a Change in Control because of the application of
               clauses (A), (B) or (C) of Section 1.8(a)(iii);

               (ii) A change in the composition of the Southern Board whereby
          individuals who constitute the Incumbent Board cease for any reason to
          constitute at least a majority of the Southern Board; or

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               (iii) The Consummation of a Business Combination, unless,
          following such Business Combination, all of the following three
          conditions are met:

                    (A) all or substantially all of the individuals and entities
               who held Beneficial Ownership, respectively, of Southern's Voting
               Securities immediately prior to such Business Combination hold
               Beneficial Ownership, directly or indirectly, of 65% or more of
               the combined voting power of the Voting Securities of the
               corporation surviving or resulting from such Business
               Combination, (including, without limitation, a corporation which
               as a result of such Business Combination holds Beneficial
               Ownership of all or substantially all of Southern's Voting
               Securities or all or substantially all of Southern's assets)
               (such surviving or resulting corporation to be referred to as
               "Surviving Company"), in substantially the same proportions as
               their ownership, immediately prior to such Business Combination,
               of Southern's Voting Securities;

                    (B) no Person (excluding any qualified pension plan,
               publicly held mutual fund, Group composed exclusively of
               Employees or employee benefit plan (or related trust) of
               Southern, any Southern Subsidiary or Surviving Company) holds
               Beneficial Ownership, directly or indirectly, of 20% or more of
               the combined voting power of the then outstanding Voting
               Securities of Surviving Company except to the extent that such
               ownership existed prior to the Business Combination; and

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                    (C) at least a majority of the members of the board of
               directors of Surviving Company were members of the Incumbent
               Board on the date of the Preliminary Change in Control.

          (b) with respect to the Company, the occurrence of any of the
     following:

               (i) 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 Section 1.8(b)(i), any acquisition
          by Mr. Fanning, any other employee of Southern or a Southern
          Subsidiary, or Group composed entirely of such employees, any
          qualified pension plan, any publicly held mutual fund or any employee
          benefit plan (or related trust) sponsored or maintained by Southern or
          any Southern Subsidiary shall not constitute a Change in Control;

               (ii) The Consummation of a reorganization, merger or
          consolidation of the Company ("Company Business Combination"), in each
          case, unless, following such Company Business Combination, Southern or
          a Southern Subsidiary Controls the corporation surviving or resulting
          from such Company Business Combination; or

               (iii) The Consummation of the sale or other disposition of all or
          substantially all of the assets of the Company to an entity which
          Southern or a Southern Subsidiary does not Control ("Subsidiary Change
          in Control").

     1.9 "COBRA Coverage" shall mean any continuation coverage to which Mr.
Fanning or his dependents may be entitled pursuant to Code Section 4980B.

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     1.10 "Code" shall mean the Internal Revenue Code of 1986, as amended.

     1.11 "Common Stock" shall mean the common stock of Southern.

     1.12 "Company" shall mean Southern Company Services, Inc., its successors
and assigns.

     1.13 "Compensation Committee" shall mean the Compensation and Management
Succession Committee of the Southern Board.

     1.14 "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
governmental agencies.

     1.15 "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.

     1.16 "Economic Equivalent" or "Economic Equivalence" shall have the meaning
set forth in Section 1.23(f) hereof.

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     1.17 "Employee Outplacement Program" shall mean the program established by
the Company from time to time for the purpose of assisting employees in finding
employment outside of the Company which provides for the following services:

          (a) self assessment, career decision and goal setting;

          (b) job market research and job sources;

          (c) networking and interviewing skills;

          (d) planning and implementation strategy;

          (e) resume writing, job hunting methods and salary negotiation; and

          (f) office support and job search resources.

     1.18 "Company" shall mean Southern Company Services, Inc., its successors
and assigns.

     1.19 "Company Business Combination" shall have the meaning set forth in
Section 1.8(b)(ii) hereof.

     1.20 "Equity Based Bonus Plan" shall mean a plan or arrangement that
provides for the grant to participants of stock options, restricted stock, stock
appreciation rights, phantom stock, phantom stock appreciation rights or any
other similar rights the terms of which provide a participant with the potential
to receive the benefit of any increase in value of the underlying equity or
notional amount (e.g., number of phantom shares) from the date of grant through
a subsequent date.

     1.21 "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

     1.22 "Executive Employee" shall mean those employees of the Company of
Grade Level 10 or above.

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     1.23 "Good Reason" shall mean, without Mr. Fanning's express written
consent, after written notice to the Company, and after a thirty (30) day
opportunity for the Company to cure, the continuing occurrence of any of the
events described in Subsections (a)(i), (b)(i), (c)(i), (d)(i) or (d)(ii) of
this Section 1.23. In the case of Mr. Fanning claiming benefits under this
Agreement upon a Subsidiary Change in Control, the foregoing notice and
opportunity to cure will be satisfied if Mr. Fanning provides to the
Compensation Committee a copy of his written offer of employment by the
acquiring company within thirty (30) days of such offer along with a written
explanation describing how the terms of such offer satisfy the requirements of
Subsections (a)(ii), (b)(ii), (c)(ii), (d)(iii) or (e) of this Section 1.23. The
Compensation Committee shall make a determination of whether such written offer
of employment satisfies the requirements of Sections 1.23(a)(ii), (b)(ii),
(c)(ii), (d)(iii) or (e) hereof upon consultation with the Benefits Consultant
and shall notify Mr. Fanning of its decision within thirty (30) days of receipt
of Mr. Fanning's written offer of employment. Any dispute regarding the
Compensation Committee's decision shall be resolved in accordance with Article
III hereof.

          (a) Inconsistent Duties.

               (i) Change in Control. A meaningful and detrimental alteration in
          Mr. Fanning's position or in the nature or status of his
          responsibilities from those in effect immediately prior to the Change
          in Control.

               (ii) Subsidiary Change in Control. In the event of a Subsidiary
          Change in Control, Good Reason shall exist if Mr. Fanning is offered
          employment with the acquiring employer with a job title, duties and
          status which are materially and detrimentally lower than Mr. Fanning's


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          job title, duties and status in effect at the Company as of the date
          the offer of employment is received.

          (b) Reduced Compensation.

               (i) Change in Control. A reduction of five percent (5%) or more
          by the Company in any of the following amounts of compensation
          expressed in subparagraphs (A), (B) or (C) hereof, except for a less
          than ten percent (10%), across-the-board reduction in such
          compensation amounts similarly affecting ninety-five percent (95%) or
          more of the Executive Employees eligible for such compensation:

                    (A) Mr. Fanning's Base Salary;

                    (B) the sum of Mr. Fanning's Base Salary plus Target Bonus
               under the Company's Short Term Bonus Plan, as in effect on the
               day immediately preceding the day the Change in Control is
               Consummated; or

                    (C) the sum of Mr. Fanning's Base Salary plus Target Bonus
               under the Company's Short Term Bonus Plan and Long Term Bonus
               Plan plus the Target Bonus under the Company's Equity Based Bonus
               Plan, each of which as in effect on the day immediately preceding
               the day the Change in Control is Consummated.

               (ii) Subsidiary Change in Control. In the event of a Subsidiary
          Change in Control, Good Reason shall exist if Mr. Fanning is offered
          Base Salary, Target Bonus under the acquiring company's Short Term
          Bonus Plan and Long Term Bonus Plan and Target Bonus under the


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          acquiring company's Equity Based Bonus Plan that, in the aggregate, is
          less than ninety percent (95%) of Mr. Fanning's Base Salary plus
          Target Bonus under the Company's Short Term Bonus Plan and Long Term
          Bonus Plan, plus Target Bonus under the Company's Equity Based Bonus
          Plan, each of which as in effect on the day the offer of employment is
          received;

          (c) Relocation.

               (i) Company. A change in Mr. Fanning's work location to a
          location more than fifty (50) miles from the facility where Mr.
          Fanning was located on the day immediately preceding the day the
          Change in Control is Consummated, unless such new work location is
          within fifty (50) miles of Mr. Fanning's principal place of residence
          on the day immediately preceding the day the Change in Control is
          Consummated. The acceptance, if any, by Mr. Fanning of employment by
          the Company at a work location which is outside the fifty mile radius
          set forth in this Section 1.23(c) shall not be a waiver of Mr.
          Fanning's right to refuse subsequent transfer by the Company to a
          location which is more than fifty (50) miles from Mr. Fanning's
          principal place of residence on the day immediately preceding the day
          the Change in Control is Consummated, and such subsequent
          nonconsensual transfer shall be "Good Reason" under this Agreement;

               (ii) Subsidiary Change in Control. In the case of a Subsidiary
          Change in Control, Good Reason shall exist if Mr. Fanning's work
          location under the terms of the offer of employment from the acquiring
          employer is more than fifty (50) miles from Mr. Fanning's work
          location at the Company as of the date the offer of employment by the
          acquiring employer is received.

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          (d) Benefits and Perquisites.

               (i) Change in Control - Retirement and Welfare Benefits. The
          taking of any action by the Company that would directly or indirectly
          cause a Material Reduction in the Retirement and Welfare Benefits to
          which Mr. Fanning is entitled under the Company's Retirement and
          Welfare Benefit plans in which Mr. Fanning was participating on the
          day immediately preceding the day the Change in Control is
          Consummated.

               (ii) Vacation and Paid Time Off. The failure by the Company to
          provide Mr. Fanning with the number of paid vacation days or, if
          applicable, paid time off days to which Mr. Fanning is entitled on the
          basis of years of service with the Company in accordance with the
          Company's normal vacation policy or the paid time off program
          (whichever applicable) in effect on the day immediately preceding the
          day the Change in Control is Consummated (except for across-the-board
          vacation policy or paid time off program changes or policy or program
          terminations similarly affecting at least ninety-five percent (95%) of
          all Executive Employees of the Company).

               (iii) Subsidiary Change in Control. In the event of a Subsidiary
          Change in Control, Good Reason shall exist if Mr. Fanning is offered a
          package of Retirement and Welfare Benefits by the acquiring employer
          that is not Economically Equivalent, as determined under Sections
          1.23(f) and (g) hereof.

          (e) Adoption of Severance Agreement. In the event of a Subsidiary
     Change in Control, Good Reason shall exist if the offer of employment by
     the acquiring employer does not include an agreement to enter into a


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     severance agreement substantially in the form of Exhibit B attached hereto.

          (f) Economic Equivalence. For purposes of Section 1.23(d)(iii) above,
     an acquiring employer's package of Retirement and Welfare Benefits shall be
     considered Economically Equivalent if, in the written opinion of the
     Benefits Consultant, the anticipated, employer-provided value of what Mr.
     Fanning is expected to derive from the acquiring employer's Retirement and
     Welfare Benefits is equal to or greater than ninety percent (90%) of such
     value Mr. Fanning would have derived from the Company's Retirement and
     Welfare Benefits using the Benefit Index.

          (g) Benefit Index Guidelines. For purposes of Section 1.23(f) above,
     the following guidelines shall be followed by the Company, the acquiring
     employer and the Benefits Consultant in the performance of the Benefit
     Index calculations:

               (i) Upon a Preliminary Change in Control that if Consummated
          would result in a Subsidiary Change in Control, the Company and the
          acquiring employer shall provide to the Benefits Consultant the
          applicable benefit plan provisions for the plan year in which the
          Subsidiary Change in Control is anticipated to occur. Plan provisions
          for the immediately preceding plan year may be provided if the
          Benefits Consultant determines that there have been no changes to such
          plans that would materially affect the determination of Economic
          Equivalence. If the acquiring employer's relevant plan provisions have
          not previously been included in the Benefits Consultant's Benefit
          Index database, the acquiring employer shall provide to the Benefits


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          Consultant such plan information as the Benefits Consultant shall
          request in writing as soon as practicable following such request. The
          Compensation Committees shall take such action as is reasonably
          required to facilitate the transfer of such information from the
          acquiring employer to the Benefits Consultant.

               (ii) The standard Benefit Index assumptions for the plan year
          from which the plan provisions are taken shall be used.

               (iii) The Company shall provide to the Benefit Consultant actual
          data for its Employees.

               (iv) The determination of whether or not the acquiring employer's
          Retirement and Welfare Benefits are Economically Equivalent to the
          Retirement and Welfare Benefits provided to Mr. Fanning by the Company
          shall be determined on an aggregate basis. All assessments shall
          consider all benefits in total and no individual-by-individual,
          plan-by-plan determination of Economic Equivalence shall be made.

     1.24 "Group" shall have the meaning set forth in Section 14(d) of the
Exchange Act.

     1.25 "Group Health Plan" shall mean the group health plan covering Mr.
Fanning, as such plan may be amended from time to time.

     1.26 "Group Life Insurance Plan" shall mean the group life insurance plan
covering Mr. Fanning, as such plan may be amended from time to time.

     1.27 "Incumbent Board" shall mean those individuals who constitute the
Southern Board as of February 23, 2006, plus any individual who shall become a
director subsequent to such date whose election or nomination for election by
Southern's shareholders was approved by a vote of at least 75% of the directors
then comprising the Incumbent Board. Notwithstanding the foregoing, no


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individual who shall become a director of the Southern Board subsequent to
February 23, 2006 whose initial assumption of office occurs as a result of an
actual or threatened election contest (within the meaning of Rule 14a-11 of the
Regulations promulgated under the Exchange Act) with respect to the election or
removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Southern Board shall be a
member of the Incumbent Board.

     1.28 "Long Term Bonus Plan" shall mean any bonus type plan or arrangement
designed to provide incentive based compensation to participants upon the
achievement of objective or subjective goals that measure performance over a
period of more than twelve months.

     1.29 "Month of Service" shall mean any calendar month during which Mr.
Fanning has worked at least one (1) hour or was on approved leave of absence
while in the employ of the Company or any other Southern Subsidiary.

     1.30 "Material Reduction" shall mean (i) any change in a retirement plan or
arrangement that has the effect of reducing the present value of the projected
benefits to be provided to Mr. Fanning by five percent (5%) or more, (ii) any
five percent (5%) or more reduction in medical, health and accident and
disability benefits as a percentage of premiums or premium equivalents in
accordance with the Company's prior practice as measured over a period of the
three previous plan years from the date the Change in Control is Consummated, or
(iii) any five percent (5%) or more reduction in employer matching funds as a
percentage of employee contributions in accordance with the Company's prior
practice measured over a period of the previous three plan years from the date
the Change in Control is Consummated.

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     1.31 "Omnibus Plan" shall mean the Southern Company Omnibus Incentive
Compensation Plan, and the Design and Administrative Specifications duly adopted
thereunder, as in effect on the date a Change in Control is Consummated.

     1.32 "Pension Plan" shall mean The Southern Company Pension Plan or any
successor thereto, as in effect on the date a Change in Control is Consummated.

     1.33 "Performance Dividend Program" or "PDP" shall mean the Performance
Dividend Program under the Omnibus Plan or any replacement thereto, as in effect
on the date a Change in Control is Consummated.

     1.34 "Performance Pay Program" or "PPP" shall mean the Performance Pay
Program under the Omnibus Plan or any replacement thereto, as in effect on the
date a Change in Control is Consummated.

     1.35 "Person" shall mean any individual, entity or group within the meaning
of Section 13(d)(3) or 14(d)(2) of Exchange Act.

     1.36 "Preliminary Change in Control" shall mean the occurrence of any of
the following as administratively determined by the Southern Committee.

          (a) Southern or the Company has entered into a written agreement, such
     as, but not limited to, a letter of intent, which, if Consummated, would
     result in a Change in Control;

          (b) Southern, the Company or any Person publicly announces an
     intention to take or to consider taking actions which, if Consummated,
     would result in a Change of Control under circumstances where the
     Consummation of the announced action or intended action is legally and
     financially possible;

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          (c) Any Person achieves the Beneficial Ownership of fifteen percent
     (15%) or more of the Common Stock; or

          (d) The Southern Board or the Board of Directors has declared that a
     Preliminary Change of Control has occurred.

     1.37 "Retirement and Welfare Benefits" shall mean benefits provided by the
following types of plans and arrangements: pension plans, defined contribution
plans (matched savings, profit sharing, money purchase, ESOP, and similar plans
and arrangements), plans providing for death benefits while employed or retired
(life insurance, survivor income, and similar plans and arrangements), plans
providing for short-term disability benefits (including accident and sick time),
plans providing for long-term disability benefits, plans providing health-care
benefits (including reimbursements during active employment or retirement
related to expenses for medical, vision, hearing, dental, and similar plans and
arrangements).

     1.38 "Separation Date" shall mean the date on which Mr. Fanning's
employment with the Company is terminated; provided, however, that solely for
purposes of Section 2.2(c) hereof, if, upon termination of employment with the
Company, Mr. Fanning is deemed to have retired pursuant to the provisions of
Section 2.3 hereof, Mr. Fanning's Separation Date shall be the effective date of
his retirement pursuant to the terms of the Pension Plan.

     1.39 "Short Term Bonus Plan" shall mean any bonus type plan or arrangement
designed to provide incentive based compensation to participants upon the
achievement of objective or subjective goals that measure performance over a
period of twelve months or less.

     1.40 "Southern" shall mean The Southern Company, its successors and
assigns.

     1.41 "Southern Board" shall mean the board of directors of Southern.

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     1.42 "Southern Committee" shall mean the committee comprised of the
Chairman of the Southern Board, the Chief Financial Officer of Southern and the
General Counsel of Southern.

     1.43 "Southern Subsidiary" shall mean any corporation or other entity
Controlled by Southern or another Southern Subsidiary.

     1.44 "Subsidiary Change in Control" shall have the meaning set forth in
Section 1.8(b)(iii) hereof.

     1.45 "Target Bonus" shall mean the amount of incentive compensation
expressed as either a percent of salary or pay, an expected dollar amount, the
number of awards granted or such other quantifiable measure to determine the
amount to be paid or awards granted under the terms of the respective Short Term
Bonus Plan, Long Term Bonus Plan or Equity Based Bonus Plan, as used by the
Company or respective acquiring employer to measure the market competitiveness
of its employee compensation programs.

     1.46 "Termination for Cause" or "Cause" shall mean Mr. Fanning's
termination of employment with the Company upon the occurrence of any of the
following:

          (a) The willful and continued failure by Mr. Fanning to substantially
     perform his duties with the Company (other than any such failure resulting
     from Mr. Fanning's Total Disability or from Mr. Fanning's retirement or any
     such actual or anticipated failure resulting from termination by Mr.
     Fanning for Good Reason) after a written demand for substantial performance
     is delivered to him by the Southern Board, which demand specifically
     identifies the manner in which the Southern Board believes Mr. Fanning has
     not substantially performed his duties; or

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          (b) The willful engaging by Mr. Fanning in conduct that is
     demonstrably and materially injurious to the Company, monetarily or
     otherwise, including but not limited to any of the following:

               (i) any willful act involving fraud or dishonesty in the course
          of Mr. Fanning's employment by the Company;

               (ii) the willful carrying out of any activity or the making of
          any statement by Mr. Fanning which would materially prejudice or
          impair the good name and standing of the Company, Southern or any
          other Southern Subsidiary or would bring the Company, Southern or any
          other Southern Subsidiary into contempt, ridicule or would reasonably
          shock or offend any community in which the Company, Southern or such
          other Southern Subsidiary is located;

               (iii) attendance by Mr. Fanning at work in a state of
          intoxication or otherwise being found in possession at his workplace
          of any prohibited drug or substance, possession of which would amount
          to a criminal offense;

               (iv) violation of the Company's policies on drug and alcohol
          usage, fitness for duty requirements or similar policies as may exist
          from time to time as adopted by the Company's safety officer;

               (v) assault or other act of violence by Mr. Fanning against any
          person during the course of employment; or

               (vi) Mr. Fanning's indictment for any felony or any misdemeanor
          involving moral turpitude.

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     No act or failure to act by Mr. Fanning shall be deemed "willful" unless
done, or omitted to be done, by Mr. Fanning not in good faith and without
reasonable belief that his action or omission was in the best interest of the
Company.

     Notwithstanding the foregoing, Mr. Fanning shall not be deemed to have been
terminated for Cause unless and until there shall have been delivered to him a
copy of a resolution duly adopted by the affirmative vote of the majority of the
Southern Board at a meeting called and held for such purpose (after reasonable
notice to Mr. Fanning and an opportunity for him, together with counsel, to be
heard before the Southern Board), finding that, in the good faith opinion of the
Southern Board, Mr. Fanning was guilty of conduct set forth in Section 1.46(a)
or (b) hereof and specifying the particulars thereof in detail.

     1.47 "Total Disability" shall mean total disability under the terms of the
Pension Plan.

     1.48 "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.

     1.49 "Waiver and Release" shall mean the Waiver and Release substantially
in the form of Exhibit A attached hereto.

     1.50 "Year of Service" shall mean an Employee's Months of Service divided
by twelve (12) rounded to the nearest whole year, rounding up if the remaining
number of months is seven (7) or greater and rounding down if the remaining
number of months is less than seven (7). If an Employee has a break in his
service with his Employing Company, he will receive credit under this Plan for
the service prior to the break in service only if the break in service was less
than five years and his service prior to the break exceeds the length of the
break in service.

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                        ARTICLE II - SEVERANCE BENEFITS

     2.1 Eligibility.

          (a) Except as otherwise provided herein, if Mr. Fanning's employment
     is involuntarily terminated by the Company at any time during the two year
     period following a Change in Control of Southern or the Company for reasons
     other than Cause or if Mr. Fanning voluntarily terminates his employment
     with the Company for Good Reason at any time during the two year period
     following a Change in Control of Southern or the Company, he shall be
     entitled to receive the benefits described in Section 2.2 hereof, subject
     to the terms and conditions described in this Article II.

          (b) Limits on Eligibility. Notwithstanding anything to the contrary
     herein, Mr. Fanning shall not be eligible to receive benefits under this
     Plan if Mr. Fanning :

               (i) is not actively at work on his Separation Date, unless Mr.
          Fanning is capable of returning to work within twelve (12) weeks of
          the beginning of any leave of absence from work;

               (ii) voluntarily terminates his employment with the Company for
          other than Good Reason;

               (iii) has his employment terminated by the Company for Cause;

               (iv) accepts the transfer of his employment to Southern, any
          Southern Subsidiary or any employer that acquires all or substantially
          all of the assets of Southern;

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               (v) accepts the transfer of his employment to any employer (or
          its affiliate) that acquires all or substantially all of the assets of
          a Southern Subsidiary or the Company and becomes an employee of any
          such employer (or its affiliate) following such acquisition (provided,
          however, that if Mr. Fanning would otherwise have been entitled to
          severance benefits under this Agreement but for this Section
          2.1(b)(v), Mr. Fanning shall be eligible for benefits under this
          Agreement except for those outplacement, severance and welfare
          benefits described in Sections 2.2(a), (b) and (c) hereof);

               (vi) is involuntarily separated from service with the Company
          after refusing an offer of employment by Southern or a Southern
          Subsidiary, under circumstances where the terms of such offer would
          not have amounted to Good Reason for voluntary termination of
          employment from the Company by comparing each item of compensation and
          benefits of such offer of employment as set forth in Section
          1.23(a)(i), (b)(i), (c)(i), (d)(i) and (d)(ii) above, with such items
          of compensation and benefits to which he is entitled at the Company as
          of the day immediately preceding the day of such offer of employment;

               (vii) refuses an offer of employment by an acquiring employer in
          a Subsidiary Change in Control under circumstances where such offer
          does not provide Good Reason under the requirements of Section
          1.23(a)(ii), (b)(ii), (c)(ii), (d)(iii) or (e) hereof.

               (viii) elects to receive the benefits of any other voluntary or
          involuntary severance, separation or outplacement program, plan or
          agreement maintained by the Company in lieu of benefits under this


                                       21
<PAGE>

          Agreement; provided however, that the receipt of benefits under any
          retention plan or agreement shall not be deemed to be the receipt of
          benefits under any severance, separation or outplacement program for
          purposes of this Agreement.

     2.2 Severance Benefits. Upon the Company's receipt of an effective Waiver
and Release, Mr. Fanning shall be entitled to receive the following severance
benefits:

          (a) Employee Outplacement Services. Mr. Fanning shall be eligible to
     participate in the Employee Outplacement Program, which program shall not
     be less than six (6) months duration measured from Mr. Fanning's Separation
     Date.

          (b) Severance Amount. Mr. Fanning shall be paid in cash an amount
     equal to three times his Annual Compensation (the "Severance Amount"). If
     any portion of the Severance Amount constitutes an "excess parachute
     payment" (as such term is defined under Code Section 280G ("Excess
     Parachute Payment")), the Company shall pay to Mr. Fanning an additional
     amount calculated by determining the amount of tax under Code Section 4999
     that he otherwise would have paid on any Excess Parachute Payment with
     respect to the Change in Control and dividing such amount by a decimal
     determined by adding the tax rate under Code Section 4999 ("Excise Tax"),
     the hospital insurance tax under Code Section 3101(b) ("HI Tax") and
     federal and state income tax measured at the highest marginal rates
     ("Income Tax") and subtracting such result from the number one (1) (the
     "280G Gross-up"); provided, however, that no 280G Gross-up shall be paid
     unless the Severance Amount plus all other "parachute payments" to Mr.
     Fanning under Code Section 280G exceeds three (3) times Mr. Fanning's "base
     amount" (as such term is defined under Code Section 280G ("Base Amount"))
     by ten percent (10%) or more; provided further, that if no 280G Gross-up is
     paid, the Severance Amount shall be capped at three (3) times Mr. Fanning's


                                       22
<PAGE>

     Base Amount, less all other "parachute payments" (as such term is defined
     under Code Section 280G) received by Mr. Fanning, less one dollar (the
     "Capped Amount"), if the Capped Amount, reduced by HI Tax and Income Tax,
     exceeds what otherwise would have been the Severance Amount, reduced by HI
     Tax, Income Tax and Excise Tax.

          For purposes of this Section 2.2(b), whether any amount would
     constitute an Excess Parachute Payment and any other calculations of tax,
     e.g., Excise Tax, HI Tax, Income Tax, etc., or other amounts, e.g., Base
     Amount, Capped Amount, etc., shall be determined by a nationally recognized
     firm specializing in federal income taxes as selected by the Compensation
     Committee, and such calculations or determinations shall be binding upon
     Mr. Fanning, Southern and the Company.

          (c) Welfare Benefit.

               (i) Except as provided in Section 2.3 hereof, Mr. Fanning shall
          be eligible to participate in the Company's Group Health Plan for a
          period of six (6) months for each of Mr. Fanning's Years of Service,
          not to exceed a period of five (5) years, beginning on the first day
          of the first month following Mr. Fanning's Separation Date unless
          otherwise specifically provided under such plan, upon Mr. Fanning's
          payment of both the Company's and Mr. Fanning's premium under such
          plan. Mr. Fanning shall also be entitled to elect coverage under the
          Group Health Plan for his dependents who are participating in the
          Group Health Plan on Mr. Fanning's Separation Date (and for such other
          dependents as may be entitled to coverage under the provisions of the


                                       23
<PAGE>

          Health Insurance Portability and Accountability Act of 1996) for the
          duration of Mr. Fanning's extended medical coverage under this Section
          2.2(c) to the extent such dependents remain eligible for dependent
          coverage under the terms of the Group Health Plan.

               (ii) The extended medical coverage afforded to Mr. Fanning
          pursuant to this Section 2.2(c) as well as the premiums to be paid by
          Mr. Fanning in connection with such coverage shall be determined in
          accordance with the terms of the Group Health Plan and shall be
          subject to any changes in the terms and conditions of the Group Health
          Plan as well as any future increases in premiums under the Group
          Health Plan. The premiums to be paid by Mr. Fanning in connection with
          this extended coverage shall be due on the first day of each month;
          provided, however, that if Mr. Fanning fails to pay his premium within
          thirty (30) days of its due date, his extended coverage shall be
          terminated.

               (iii) Any Group Health Plan coverage provided under this Section
          2.2(c) shall be a part of and not in addition to any COBRA Coverage
          which Mr. Fanning or his dependent may elect. In the event that Mr.
          Fanning or his dependent becomes eligible to be covered, by virtue of
          re-employment or otherwise, by any employer-sponsored group health
          plan or is eligible for coverage under any government-sponsored health
          plan during the above period, coverage under the Company's Group
          Health Plan available to Mr. Fanning or his dependent by virtue of the
          provisions of this Article II shall terminate, except as may otherwise
          be required by law, and shall not be renewed. It shall be the duty of
          Mr. Fanning to inform the Company of his eligibility to participate in
          any such health plan.

                                       24
<PAGE>

               (iv) Except as otherwise provided in Section 2.3 hereof,
          regardless of whether Mr. Fanning elects the extended coverage
          described in Section 2.2(c) hereof, the Company shall pay to Mr.
          Fanning a cash amount equal to the Company's and Mr. Fanning's cost of
          premiums for three (3) years of coverage under the Group Health Plan
          and Group Life Insurance Plan, as such Plans were in effect as of the
          date of the Change in Control.

          (d) Stock Option Vesting. The provisions of this Section 2.2(d) shall
     apply to any equity based awards under the Omnibus Plan, the defined terms
     of which are incorporated in this Section 2.2(d) by reference.

               (i) Any of Mr. Fanning's Options and Stock Appreciation Rights
          outstanding as of the Separation Date which are not then exercisable
          and vested, shall become fully exercisable and vested; provided, that
          in the case of a Stock Appreciation Right, if Mr. Fanning 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 Mr. Fanning under Section 16(b)
          of the Exchange Act, provided further that any such actions not taken
          as a result of the rules under Section 16(b) of the Exchange Act shall
          be effected as of the first date that such activity would no longer
          result in liability under Section 16(b) of the Exchange Act.

               (ii) The restrictions and deferral limitations applicable to any
          of Mr. Fanning's Restricted Stock and Restricted Stock Units as of the
          Separation Date shall lapse, and such Restricted Stock and Restricted


                                       25
<PAGE>

          Stock Units shall become free of all restrictions and limitations and
          become fully vested and transferable.

               (e) Performance Pay Program. The provisions of this Section
          2.2(e) shall apply to the Performance Pay Program under the Omnibus
          Plan, the defined terms of which are incorporated in this Section
          2.2(e) by reference. Provided Mr. Fanning is not entitled to a
          Cash-Based Award under the PPP, if the PPP is in place as of Mr.
          Fanning's Separation Date and to the extent Mr. Fanning is entitled to
          participate therein, Mr. Fanning shall be entitled to receive cash in
          an amount equal to a prorated payout of his Cash-Based Award under the
          PPP for the performance period in which the Separation Date shall have
          occurred, at target performance under the PPP and prorated by the
          number of months which have passed since the beginning of the
          performance period until the Separation Date.

               (f) Performance Dividend Program. The provisions of this Section
          2.2(f) shall apply to the Performance Dividend Program, the defined
          terms of which are incorporated in this Section 2.2(f) by reference.
          Provided Mr. Fanning is not entitled to a Cash-Based Award under the
          PDP, if the PDP is in place through Mr. Fanning's Separation Date and
          to the extent Mr. Fanning is entitled to participate therein, Mr.
          Fanning shall be entitled to receive cash for each such Cash-Based
          Award under the PDP held as of such date based on a payout percentage
          of the greater of 50% or actual performance under the PDP for the
          performance period in which the Separation Date shall have occurred,
          and the sum of the quarterly dividends declared on the Common Stock in
          the performance year of and prior to the Separation Date. For purposes
          of this Section 2.2(f), payout of each Cash-Based Award under the PDP
          shall be based upon the performance measurement period that would


                                       26
<PAGE>

          otherwise have ended on December 31st of the year in which Mr.
          Fanning's Separation Date occurs, all other remaining PPP performance
          measurement periods shall terminate with respect to Mr. Fanning and no
          payment to Mr. Fanning shall be made with respect thereto.

               (g) Other Short Term Incentives Under the Omnibus Plan. The
          provisions of this Section 2.2(g) shall apply to Performance Unit or
          Performance Share awards under the Omnibus Plan. Provided Mr. Fanning
          is not otherwise entitled to a Performance Unit/Share award under the
          Omnibus Plan, Mr. Fanning shall be entitled to receive cash in an
          amount equal to a prorated payout of the value of his Performance
          Units and/or Performance Shares for the performance period in which
          the Separation Date shall have occurred, at target performance and
          prorated by the number of months which have passed since the beginning
          of the performance period until the Separation Date.

               (h) Other Short-Term Incentive Plans. The provisions of this
          Section 2.2(h) shall apply to Mr. Fanning to the extent that he, as of
          the date of the Change in Control, is a participant in any other
          "short term incentive compensation plan" not otherwise previously
          referred to in this Section 2.2. Provided Mr. Fanning is not otherwise
          entitled to a plan payout under any change in control provisions of
          such plans, if the "short term incentive compensation plan" is in
          place through Mr. Fanning's Separation Date and to the extent Mr.
          Fanning is entitled to participate therein, Mr. Fanning shall be
          entitled to receive cash in an amount equal to his award under the
          Company's "short term incentive compensation plan" for the annual
          performance period in which the Separation Date shall have occurred,
          at Mr. Fanning's target performance level and prorated by the number
          of months which have passed since the beginning of the annual
          performance period until the Separation Date. For purposes of this


                                       27
<PAGE>

          Section 2.2(h), the term "short term incentive compensation plan"
          shall mean any incentive compensation plan or arrangement adopted in
          writing by the Company which provides for annual, recurring
          compensatory bonuses to participants based upon articulated
          performance criteria, and which have been identified by the
          Compensation Committee and listed on Exhibit B hereto, which may be
          amended from time to time to reflect plan additions, terminations and
          amendments.

               (i) Pro rata Calculation. For purposes of calculating any pro
          rata Cash-Based Awards under Section 2.2(e), (f), (g) and (h) hereof,
          a month shall not be considered if the determining event occurs on or
          before the 14th day of the month, and a month shall be considered if
          the determining event occurs on or after the 15th day of the month.

               (j) No Duplicate Benefits. Notwithstanding anything in this
          Section 2.2 to the contrary, in the event that Mr. Fanning has
          received or is entitled to receive a Cash-Based Award under the PPP or
          the PDP as determined under the provisions of the Southern Company
          Change in Control Benefits Protection Plan (the "BPP") for the
          Performance Period which includes Mr. Fanning's Separation Date, then
          the amount of any such Cash-Based Award under this Plan shall be
          reduced dollar-for-dollar by any such amount received or to be
          received under the BPP.

     2.3 Coordination with Retiree Medical and Life Insurance Coverage.
Notwithstanding anything to the contrary above, if Mr. Fanning is otherwise
eligible to retire pursuant to the terms of the Pension Plan, he shall be deemed
to have retired for purposes of all employee benefit plans sponsored by the
Company of which Mr. Fanning is a participant. If Mr. Fanning is deemed to have
retired in accordance with the preceding sentence, he shall not be eligible to


                                       28
<PAGE>

receive the benefits described in Section 2.2(c) hereof if, upon his Separation
Date, Mr. Fanning becomes eligible to receive the retiree medical and life
insurance coverage provided to certain retirees pursuant to the terms of the
Pension Plan, the Group Health Plan and the Group Life Insurance Plan.

     2.4 Payment of Benefits.

          (a) Except as otherwise provided in Section 2.4(b) hereof, the total
     amount payable under this Article II shall be paid to Mr. Fanning in one
     (1) lump sum payment within two (2) payroll periods of the later of the
     following to occur: (a) Mr. Fanning's Separation Date, or (b) the tender to
     the Company by Mr. Fanning of an effective Waiver and Release in the form
     of Exhibit A attached hereto and the expiration of any applicable
     revocation period for such waiver. In the event of a dispute with respect
     to liability or amount of any benefit due hereunder, an effective Waiver
     and Release shall be tendered at the time of final resolution of any such
     dispute when payment is tendered by the Company.

          (b) Notwithstanding anything to the contrary in Section 2.4(a) above,
     if the Compensation Committee determines that it is necessary to delay any
     payment under this Article II in order to avoid any tax liability pursuant
     to Code Section 409A(a)(1), such payment shall be delayed for the period
     set forth in Section 409A(a)(2)(B)(i) and such delayed payment shall bear a
     reasonable rate of interest as determined by the Compensation Committee.

     2.5 Benefits in the Event of Death. In the event of Mr. Fanning's death
prior to the payment of all benefits due under this Article II, Mr. Fanning's
estate shall be entitled to receive as due any amounts not yet paid under this
Article II upon the tender by the executor or administrator of the estate of an
effective Waiver and Release.

                                       29
<PAGE>

     2.6 Legal Fees. In the event of a dispute between Mr. Fanning and the
Company with regard to any amounts due hereunder, if any material issue in such
dispute is finally resolved in Mr. Fanning's favor, the Company shall reimburse
Mr. Fanning's legal fees incurred with respect to all issues in such dispute in
an amount not to exceed fifty thousand dollars ($50,000).

     2.7 No Mitigation. Mr. Fanning shall have no duty or obligation to seek
other employment following his Separation Date and, except as otherwise provided
in Subsection 2.1(b) hereof, the amounts due Mr. Fanning hereunder shall not be
reduced or suspended if he accepts such subsequent employment.

     2.8 Non-qualified Retirement and Deferred Compensation Plans. Subsequent to
a Change in Control, any claims by Mr. Fanning for benefits under any of the
Company's non-qualified retirement or deferred compensation plans shall be
resolved through binding arbitration in accordance with the procedures and
provisions set forth in Article III hereof and if any material issue in such
dispute is finally resolved in Mr. Fanning's favor, the Company shall reimburse
Mr. Fanning's legal fees in the manner provided in Section 2.6 hereof.

                           ARTICLE III - ARBITRATION

     3.1 General. Any dispute, controversy or claim arising out of or relating
to the Company's obligations to pay severance benefits under this Agreement, or
the breach thereof, shall be settled and resolved solely by arbitration in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association ("AAA") except as otherwise provided herein. The arbitration shall
be the sole and exclusive forum for resolution of any such claim for severance
benefits and the arbitrators' award shall be final and binding. The provisions
of this Article III are not intended to apply to any other disputes, claims or


                                       30
<PAGE>

controversies arising out of or relating to Mr. Fanning's employment by the
Company or the termination thereof.

     3.2 Demand for Arbitration. Arbitration shall be initiated by serving a
written notice of demand for arbitration to Mr. Fanning, in the case of the
Company, or to the Compensation Committee, in the case of Mr. Fanning.

     3.3 Law and Venue. The arbitrators shall apply the laws of the State of
Georgia, except to the extent pre-empted by federal law, excluding any law which
would require the use of the law of another state. The arbitration shall be held
in Atlanta, Georgia.

     3.4 Appointment of Arbitrators. Arbitrators shall be appointed within
fifteen (15) business days following service of the demand for arbitration. The
number of arbitrators shall be three. One arbitrator shall be appointed by Mr.
Fanning, one arbitrator shall be appointed by the Company, and the two
arbitrators shall appoint a third. If the arbitrators cannot agree on a third
arbitrator within thirty (30) business days after the service of demand for
arbitration, the third arbitrator shall be selected by the AAA.

     3.5 Costs. The arbitration filing fee shall be paid by Mr. Fanning. All
other costs of arbitration shall be borne equally by Mr. Fanning and the
Company, provided, however, that the Company shall reimburse such fees and costs
in the event any material issue in such dispute is finally resolved in Mr.
Fanning's favor and Mr. Fanning is reimbursed legal fees under Section 2.6
hereof.

     3.6 Interim and Injunctive Relief. Nothing in this Article III is intended
to preclude, upon application of either party, any court having jurisdiction
from issuing and enforcing in any lawful manner such temporary restraining
orders, preliminary injunctions, and other interim measures of relief as may be


                                       31
<PAGE>

necessary to prevent harm to either party's interests or as otherwise may be
appropriate pending the conclusion of arbitration proceedings pursuant to this
Article III and nothing herein is intended to prevent any court from entering
and enforcing in any lawful manner such judgments for permanent equitable relief
as may be necessary to prevent harm to a party's interests or as otherwise may
be appropriate following the issuance of arbitral awards pursuant to this
Article III.

                      ARTICLE IV - TRANSFER OF EMPLOYMENT

     4.1 Transfer of Employment. In the event that Mr. Fanning's employment by
the Company is terminated during the two year period following a Change in
Control and Mr. Fanning accepts employment by Southern or a another Southern
Subsidiary, the Company shall assign this Agreement to Southern or such Southern
Subsidiary, Southern shall accept such assignment or cause such Southern
Subsidiary to accept such assignment, and such assignee shall become the
"Company" for all purposes hereunder.

                           ARTICLE V - MISCELLANEOUS

     5.1 Funding of Benefits. Unless the Board of Directors in its discretion
determines otherwise, the amounts payable to Mr. Fanning under the this
Agreement shall not be funded in any manner and shall be paid by the Company out
of its general assets, which assets are subject to the claims of the Company's
creditors.

     5.2 Withholding. There shall be deducted from the payment of any amount due
under this Agreement the amount of any tax required by any governmental
authority to be withheld and paid over by the Company to such governmental
authority for the account of Mr. Fanning.

                                       32
<PAGE>

     5.3 Assignment. Neither Mr. Fanning nor his beneficiaries shall have any
rights to sell, assign, transfer, encumber, or otherwise convey the right to
receive the payment of any amount due hereunder, which payment and the rights
thereto are expressly declared to be nonassignable and nontransferable. Any
attempt to do so shall be null and void and of no effect.

     5.4 Interpretation. This Agreement is intended to comply with the
provisions of Code Section 409A and the Treasury Regulations promulgated
thereunder in order to avoid any additional tax under Section 409A(a)(1). In the
event it is necessary to interpret the provisions of this Agreement for purposes
of its operation, such interpretation shall, to the extent possible, be
consistent with such intent.

     5.5 Amendment and Termination. The Agreement may be amended or terminated
only by a writing executed by the parties.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement this
1st day of May, 2007.

                                    THE SOUTHERN COMPANY


                                    By:      /s/David M. Ratcliffe

                                    SOUTHERN COMPANY SERVICES, INC.


                                    By:      /s/Robert A. Bell

                                    MR. FANNING


                                    /s/Thomas A. Fanning
                                    Thomas A. Fanning



                                       33
<PAGE>


                                    Exhibit A

                           CHANGE IN CONTROL AGREEMENT

                               Waiver and Release

     The attached Waiver and Release is to be given to Mr. Thomas A. Fanning
upon the occurrence of an event that triggers eligibility for severance benefits
under the Change in Control Agreement, as described in Section 2.2 of such
Agreement.






                                     1 of 5
<PAGE>


                           CHANGE IN CONTROL AGREEMENT

                               Waiver and Release

         I, Thomas A. Fanning, understand that I am entitled to receive the
severance benefits described in Article II of the Change in Control Agreement
(the "Agreement") if I execute this Waiver and Release ("Waiver"). I understand
that the benefits I will receive under the Agreement are in excess of those I
would have received from The Southern Company and Southern Company Services,
Inc. (collectively, the "Company") if I had not elected to sign this Waiver.

         I recognize that I may have a claim against the Company under the Civil
Rights Act of 1964 and 1991, the Age Discrimination in Employment Act, the
Rehabilitation Act of 1973, the Energy Reorganization Act of 1974, as amended,
the Americans with Disabilities Act or other federal, state and local laws.

         In exchange for receiving the severance and welfare benefits under
Article II of the Agreement, I hereby voluntarily and irrevocably waive,
release, dismiss with prejudice, and withdraw all claims, complaints, suits or
demands of any kind whatsoever (whether known or unknown) which I ever had, may
have, or now have against The Southern Company, Southern Company Services, Inc.,
Alabama Power Company, Georgia Power Company, Gulf Power Company, Mississippi
Power Company, Savannah Electric and Power Company, Southern Communications
Services, Inc. d/b/a Southern LINC, Southern Company Energy Solutions, L.L.C.,
Southern Nuclear Operating Company, Inc., Southern Telecom, Inc., Southern
Company Management Development, Inc., and other current or former subsidiaries
or affiliates of The Southern Company and their past, present and future
officers, directors, employees, agents, insurers and attorneys (collectively,
the "Releasees"), arising from or relating to (directly or indirectly) my
employment or the termination of my employment or other events occurred as of
the date of execution of this Agreement, including but not limited to:

                  (a) claims for violations of Title VII of the Civil Rights Act
         of 1964, the Age Discrimination in Employment Act, the Fair Labor
         Standards Act, the Civil Rights Act of 1991, the Americans With
         Disabilities Act, the Equal Pay Act, the Family and Medical Leave Act,
         42 U.S.C. ss. 1981, the National Labor Relations Act, the Labor
         Management Relations Act, Executive Order 11246, Executive Order 11141,
         the Rehabilitation Act of 1973, the Sarbanes-Oxley Act of 2002 or the
         Employee Retirement Income Security Act;

                  (b) claims for violations of any other federal or state
         statute or regulation or local ordinance;

                  (c) claims for lost or unpaid wages, compensation, or
         benefits, defamation, intentional or negligent infliction of emotional
         distress, assault, battery, wrongful or constructive discharge,
         negligent hiring, retention or supervision, fraud, misrepresentation,
         conversion, tortious interference, breach of contract, or breach of
         fiduciary duty;

                                     2 of 5
<PAGE>

                  (d) claims to benefits under any bonus, severance, workforce
         reduction, early retirement, outplacement, or any other similar type
         plan sponsored by the Company (except for those plans listed below); or

                  (e) any other claims under state law arising in tort or
         contract.

         In signing this Agreement, I am not releasing any claims that may arise
under the terms of this Agreement or which may arise out of events occurring
after the date I execute this Agreement.

         I am also not releasing claims to benefits that I am already entitled
to receive under The Southern Company Pension Plan, The Southern Company
Employee Stock Ownership Plan, The Southern Company Employee Savings Plan, The
Southern Company Omnibus Incentive Compensation Plan, The Southern Company
Change in Control Benefits Protection Plan or under any workers' compensation
laws. However, I understand and acknowledge that nothing herein is intended to
or shall be construed to require the Company to institute or continue in effect
any particular plan or benefit sponsored by the Company and the Company hereby
reserves the right to amend or terminate any of its benefit programs at any time
in accordance with the procedures set forth in such plans.

         Nothing in this Agreement shall prohibit me from engaging in protected
activities under applicable law (including protected activities described in
Section 211 of the Energy Reorganization Act) or from communicating, either
voluntarily or otherwise, with any governmental agency concerning any potential
violation of the law.

         I understand and agree for a period of two (2) years after the date I
execute this Agreement, I will regard and treat as strictly confidential all
valuable, non-public, competitively sensitive data and information relating to
the Releasees' business that is not generally known by or readily available to
Releasees' competitors and I will not for any reason, either directly or
indirectly, use, sell, lend, lease, distribute, license, transfer, assign, show,
disclose, disseminate, reproduce, copy, or otherwise communicate any such
information to any third party for my own benefit or for any purpose, other than
in accordance with the express, written instructions of the Company or
Releasees.

         I further understand and agree that I will regard and treat as strictly
confidential all trade secrets of Releasees for as long as such items remain
trade secrets under applicable law and I will not for any reason, either
directly or indirectly, use, sell, lend, lease, distribute, license, transfer,
assign, show, disclose, disseminate, reproduce, copy, or otherwise communicate
any such trade secrets to any third party for my own benefit or for any purpose,
other than in accordance with the express, written instructions of the Company
or Releasees.

         I further agree to keep confidential and not disclose the terms of this
Agreement, including, but not limited to, the benefits under the Agreement,
except to my spouse, attorneys or financial advisors (who must be informed of
and agree to be bound by the confidentiality provisions contained in this
Agreement before I disclose any information to them about this Agreement), or
where such disclosure is required by law.

                                     3 of 5
<PAGE>

         I agree to return to the Company prior to my last day of employment all
property of the Company, including but not limited to data, lists, information,
memoranda, documents, identification cards, credit cards, parking cards, keys,
computers, fax machines, beepers, phones, and files (including copies thereof).

         I understand and agree that I will not seek re-employment as an
employee, leased employee or independent contractor with the Company or any
Southern Company subsidiary or affiliate during the twenty-four (24) month
period beginning immediately following my execution of this Agreement.

         I have carefully read this agreement and I fully understand all of the
provisions of this Waiver.

         I have been encouraged and advised in writing to seek advice from
anyone of my choosing regarding this Waiver (including my attorney, accountant
or tax advisor). Prior to signing this Waiver, I have been given the opportunity
and sufficient time to seek such advice.

         I have had the opportunity to review and consider this Waiver for a
period of at least twenty-one (21) days before signing it.

         I understand that I may revoke this Waiver at any time during the seven
(7) calendar day period after I sign this Waiver. In order to revoke this
Waiver, I must deliver written notification of such revocation to the
Compensation Committee. I understand that this Waiver is not effective until the
expiration of this seven (7) calendar day revocation period. I understand that
upon the expiration of such seven (7) calendar day revocation period this entire
Waiver will be binding upon me and will be irrevocable. Revocation of this
Waiver will not alter or change the termination of my employment by the Company.

         In signing this Waiver, I am not relying on any representation or
statement (written or oral) not specifically set forth in this Waiver, the
Agreement or by the company or any of its representatives with regard to the
subject matter, basis, or effect of this Waiver or otherwise.

         I was not coerced, threatened, or otherwise forced to sign this Waiver.
I am voluntarily signing and delivering this Waiver of my own free will.


                                     4 of 5
<PAGE>



I understand that by signing this Waiver I am giving up rights I may have. I
understand I do not have to sign this Waiver.

     IN WITNESS WHEREOF, the undersigned hereby executes this Waiver this ____
day of ________________, in the year _____.

                                                     ---------------------------
                                                     Thomas A. Fanning

Sworn to and subscribed to me this

___day of _________, ____

--------------------------
Notary Public

My Commission Expires:

---------------------------
(Notary Seal)

         Acknowledged and Accepted by the Company.

By:
         -----------------------------------
Date:
         -----------------------------------





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