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
Nuclear Operating Company, Inc. (the "Company") and Mr. William G. Hairston, III
("Mr. Hairston") (hereinafter collectively referred to as the "Parties") is
effective July 10, 2000. This Agreement amends and restates the Change in
Control Agreement entered into by the Parties, originally effective and executed
on December 8, 1998.

                              W I T N E S S E T H:
                               - - - - - - - - - -

         WHEREAS, Mr. Hairston is the President and Chief Executive Officer of
the Company;

         WHEREAS, the Parties entered into a Change in Control Agreement
effective December 8, 1998 (the "Original Agreement") to provide to Mr. Hairston
certain severance benefits under certain circumstances following a change in
control (as defined herein) of Southern or the Company;

         WHEREAS, pursuant to Section 6(d) of the Original Agreement, the
Parties may amend the Original Agreement by written agreement;

         WHEREAS, the Parties wish to enter into this Amended and Restated
Change in Control Agreement pursuant to Section 6(d), to (i) change certain
references from normal market bonus to target bonus, (ii) clarify that an
initial public offering and a spin-off of the Company does not constitute a
"change in control" under the Agreement, (iii) delete references to the
"Productivity Improvement Plan," (iv) add Southern Energy, Inc. as a company
released in the waiver and release attached hereto, and (v) certain other
technical and miscellaneous modifications;

         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:

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

                  (a) "Annual Compensation" shall mean Mr. Hairston's highest
         annual base salary rate for the twelve (12) month period immediately
         preceding the date of the Change in Control plus target bonus.

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

                  (c) "Board" shall mean the board of directors of the Company.

                  (d) "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.

                  (e) "Change in Control" shall mean 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
                  Paragraph 1.(e)(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 a Group composed
                           exclusively of employees of Southern, or any Southern
                           Subsidiary;

                                    (F) any acquisition by Mr. Hairston or any
                           Group of which Mr. Hairston is a party; or

                                    (G) any Business Combination which would not
                           otherwise constitute a change in control because of
                           the application of clauses (A), (B) and (C) of
                           Paragraph 1.(e)(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;

                           (iii) Consummation of a Business Combination,
                  provided, however, that such a Business Combination shall not
                  constitute a Change in Control if all three (3) of the
                  following 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 beneficially own, directly or indirectly,
                           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 transaction 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 corporation
                           resulting from such Business Combination, any
                           employee benefit plan (or related trust) of Southern,
                           any Southern Subsidiary or Surviving Company, Mr.
                           Hairston, any Group of which Mr. Hairston is a party,
                           any Group composed exclusively of Company employees,
                           any qualified pension plan (or related trust) or any
                           publicly held mutual fund) 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

                                    (C) at least a majority of the members of
                           the board of directors of Surviving Company were
                           members of the Incumbent Board at the earlier of the
                           date of execution of the initial agreement, or of the
                           action of the Southern Board, providing for such
                           Business Combination.

                           (iv) 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
                  Paragraph 1.(e)(iv), any acquisition by Mr. Hairston, any
                  Group composed exclusively of employees of the Company, any
                  Group of which Mr. Hairston is a party, any qualified pension
                  plan (or related trust), any publicly held mutual fund, any
                  employee benefit plan (or related trust) sponsored or
                  maintained by Southern or any Southern Subsidiary shall not
                  constitute a Change in Control;

                           (v) Consummation of a reorganization, merger or
                  consolidation of the Company (an "Employing Company Business
                  Combination"), in each case, unless, following such Employing
                  Company Business Combination, Southern Controls the
                  corporation or other entity surviving or resulting from such
                  Employing Company Business Combination; or

                           (vi) Consummation of the sale or other disposition of
                  all or substantially all of the assets of the Company to a
                  corporation or other entity which Southern does not Control.
                  Notwithstanding the foregoing, in no event shall "Change in
                  Control" mean an initial public offering or a spin-off of the
                  Company.

                 (f) "COBRA Coverage" shall mean any continuation coverage to
         which Mr. Hairston or his dependents may be entitled pursuant to Code
         Section 4980B.

                  (g) "Code" shall mean the Internal Revenue Code of 1986, as
         amended.

                  (h) "Company" shall mean Southern Nuclear Operating Company,
         Inc., its successors and assigns.

                  (i) "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.

                  (j) "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.

                  (k) "Effective Date" shall mean the date of execution of this
         Agreement.

                  (l) "Employee Outplacement Program" shall mean the program
         established by the Company from time to time for the purpose of
         assisting participants covered by the plan in finding employment
         outside of the Company which provides for the following services:

                           (i) self-assessment, career decision and goal
                  setting;

                           (ii) job market research and job sources;


                           (iii) networking and interviewing skills;

                           (iv) planning and implementation strategy; (v) resume
                  writing, job hunting methods and salary negotiation; and

                           (vi) office support and job search resources.

                  (m) "Exchange Act" shall mean the Securities Exchange Act of
         1934, as amended.

                  (n) "Good Reason" shall mean, without Mr. Hairston's express
         written consent, after written notice to the Board, and after a thirty
         (30) day opportunity for the Board to cure, the continuing occurrence
         of any of the following events:

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

                           (ii) Reduced Salary. A reduction of five percent (5%)
                  or more by the Company in either of the following: (i) Mr.
                  Hairston's annual base salary rate as in effect immediately
                  prior to the Change in Control (except for a less than ten
                  percent (10%), across-the-board annual base salary rate
                  reduction similarly affecting at least ninety-five percent
                  (95%) of the Executive Employees of the Company); or (ii) the
                  sum of Mr. Hairston's annual base salary rate plus target
                  bonus under the PPP Plan (except for a less than ten percent
                  (10%), across-the-board reduction of annual base salary rate
                  plus target bonus under the PPP Plan similarly affecting at
                  least ninety-five percent (95%) of the Executive Employees of
                  the Company);

                           (iii) Pension and Compensation Plans. The failure by
                  the Company to continue in effect any pension or compensation
                  plan or agreement in which Mr. Hairston participates or is a
                  party as of the date of the Change in Control or the
                  elimination of Mr. Hairston's participation therein, (except
                  for across-the-board plan changes or terminations similarly
                  affecting at least ninety-five percent (95%) of the Executive
                  Employees of the Company). For purposes of this Paragraph
                  1.(n), a "pension plan or agreement" shall mean any written
                  arrangement executed by an authorized officer of the Company
                  which provides for payments upon retirement; and a
                  "compensation plan or arrangement" shall mean any written
                  arrangement executed by an authorized officer of the Company
                  which provides for periodic, non-discretionary compensatory
                  payments in the nature of bonuses.

                           (iv) Relocation. A change in Mr. Hairston's work
                  location to a location more than fifty (50) miles from the
                  office where Mr. Hairston is located at the time of the Change
                  in Control, unless such new work location is within fifty (50)
                  miles from Mr. Hairston's principal place of residence at the
                  time of the Change in Control. The acceptance, if any, by Mr.
                  Hairston of employment by the Company at a work location which
                  is outside the fifty mile radius set forth in this Paragraph
                  1.(n)(iv) shall not be a waiver of Mr. Hairston's right to
                  refuse subsequent transfer by the Company to a location which
                  is more than fifty (50) miles from Mr. Hairston's principal
                  place of residence at the time of the Change in Control, and
                  such subsequent unconsented transfer shall be "Good Reason"
                  under this Agreement; or

                           (v) Benefits and Perquisites. The taking of any
                  action by the Company which would directly or indirectly
                  materially reduce the benefits enjoyed by Mr. Hairston under
                  the Company's retirement, life insurance, medical, health and
                  accident, disability, deferred compensation or savings plans
                  in which Mr. Hairston was participating immediately prior to
                  the Change in Control; or the failure by the Company to
                  provide Mr. Hairston with the number of paid vacation days to
                  which Mr. Hairston is entitled on the basis of years of
                  service with the Company in accordance with the Company's
                  normal vacation policy in effect immediately prior to the
                  Change in Control (except for across-the-board plan or
                  vacation policy changes or plan terminations similarly
                  affecting at least ninety-five percent (95%) of the Executive
                  Employees of the Company).

                           (vi) For purposes of this Paragraph 1.(n), the term
                  "Executive Employee" shall mean those employees of the Company
                  of Grade Level 10 or above.

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

                  (p) "Group Health Plan" shall mean the group health plan
         covering Mr. Hairston, as such plan may be amended from time to time.

                  (q) "Group Life Insurance Plan" shall mean the group life
         insurance program covering Mr. Hairston, as such plan may be amended
         from time to time.

                  (r) "Incumbent Board" shall mean those individuals who
         constitute the Southern Board as of October 19, 1998 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 individual who shall
         become a director of the Southern Board subsequent to October 19, 1998
         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.

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

                  (t) "Pension Plan" shall mean The Southern Company Pension
         Plan, as such plan may be amended from time to time.

                  (u) "Performance Dividend Plan" shall mean the Southern
         Company Performance Dividend Plan or any replacement thereto, as such
         plans may be amended from time to time.

                  (v) "Performance Stock Plan" shall mean the Southern Company
         Performance Stock Plan or any replacement thereto, as such plans may be
         amended from time to time.

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

                  (x) "Performance Pay Plan" or "PPP Plan" shall mean the
         Southern Company Performance Pay Plan or any replacement thereto, as
         such plans may be amended from time to time.

                  (y) "Southern" shall mean The Southern Company, its successors
         and assigns.

                  (z) "Southern Board" shall mean the board of directors of
         Southern.

                  (aa) "Southern Subsidiary" shall mean any corporation or other
         entity Controlled by Southern.

                  (bb) "Termination for Cause" or "Cause" shall mean the
         termination of Mr. Hairston's employment by the Company upon the
         occurrence of any of the following:

                           (i) The willful and continued failure by Mr. Hairston
                  substantially to perform his duties with the Company (other
                  than any such failure resulting from Mr. Hairston's Total
                  Disability or from Mr. Hairston's retirement or any such
                  actual or anticipated failure resulting from termination by
                  Mr. Hairston 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 that he has not
                  substantially performed his duties; or

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

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

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

                                    (C) attendance 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;

                                    (D) 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;

                                    (E) assault or other act of violence against
                           any person during the course of employment; or

                                    (F) indictment of any felony or any
                           misdemeanor involving moral turpitude. No act or
                           failure to act by Mr. Hairston shall be deemed
                           "willful" unless done, or omitted to be done, by Mr.
                           Hairston 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. Hairston 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 not less than
three quarters of the entire membership of the Southern Board at a meeting of
the Southern Board called and held for such purpose (after reasonable notice to
Mr. Hairston 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. Hairston was guilty of conduct set forth above in clause (i)
or (ii) of this Paragraph 1.(bb) and specifying the particulars thereof in
detail.

                  (cc) "Termination Date" shall mean the date on which Mr.
         Hairston's employment with the Company is terminated; provided,
         however, that solely for purposes of Paragraph 2.(c) hereof, the
         Termination Date shall be the effective date of his retirement pursuant
         to the terms of the Pension Plan.

                  (dd) "Total Disability" shall mean Mr. Hairston's total
         disability within the meaning of the Pension Plan.

                  (ee) "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.

                  (ff) "Waiver and Release" shall mean the Waiver and Release
         attached hereto as Exhibit A.

                  (gg) "Year of Service" shall mean Mr. Hairston'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 Mr. Hairston has a break in his service with the Company, he
         will receive credit under this Agreement for service prior to the break
         in service only if the break in service is less than five years.

         2. Severance Benefits.

                  (a) Eligibility. Except as otherwise provided in this
         Paragraph 2.(a), if Mr. Hairston's employment is involuntarily
         terminated by the Company at any time during the two year period
         following a Change in Control for reasons other than Cause, or if Mr.
         Hairston voluntarily terminates his employment with the Company for
         Good Reason at any time during the two year period following a Change
         in Control, Mr. Hairston shall be entitled to receive the benefits
         described in this Agreement upon the Company's receipt of an effective
         Waiver and Release. Notwithstanding anything to the contrary herein,
         Mr. Hairston shall not be eligible to receive benefits under this
         Agreement if Mr. Hairston:

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

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

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

                           (iv) refuses an offer of continued employment with
                  the Company, any Southern Subsidiary, or any employer that
                  succeeds to all or substantially all of the assets of the
                  Company, Southern, or any Southern Subsidiary under
                  circumstances where such refusal would not amount to Good
                  Reason for voluntary termination of employment; or

                           (v) elects to receive the benefits of any other
                  voluntary or involuntary severance or separation program, plan
                  or agreement maintained by the Company in lieu of benefits
                  under this Agreement; provided however, that the receipt of
                  benefits under the terms of any retention plan or agreement
                  shall not be deemed to be the receipt of severance or
                  separation benefits for purposes of this Agreement.

                  (b) Severance Benefits. If Mr. Hairston meets the eligibility
         requirements of Paragraph 2.(a) hereof, he shall be entitled to a cash
         severance benefit in 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. Hairston 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. Hairston under Code Section 280G exceeds three (3) times Mr.
         Hairston'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. Hairston's Base Amount, less all other
         "parachute payments" (as such term is defined under Code Section 280G)
         received by Mr. Hairston, 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 Paragraph 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 the tax
         department of the independent public accounting firm then responsible
         for preparing Southern's consolidated federal income tax return, and
         such calculations or determinations shall be binding upon the parties
         hereto.

                  (c) Welfare Benefits. If Mr. Hairston meets the eligibility
         requirements of Paragraph 2.(a) hereof and is not otherwise eligible to
         receive retiree medical and life insurance benefits provided to certain
         retirees pursuant to the terms of the Pension Plan, the Group Health
         Plan and the Group Life Insurance Plan, he shall be entitled to the
         benefits set forth in this Paragraph 2.(c).

                           (i) Mr. Hairston shall be eligible to participate in
                  the Company's Group Health Plan, upon payment of both the
                  Company's and his monthly premium under such plan, for a
                  period of six (6) months for each of Mr. Hairston's Years of
                  Service, not to exceed five (5) years. If Mr. Hairston elects
                  to receive this extended medical coverage, he shall also be
                  entitled to elect coverage under the Group Health Plan for his
                  dependents who were participating in the Group Health Plan on
                  Mr. Hairston's Termination Date (and for such other dependents
                  as may be entitled to coverage under the provisions of the
                  Health Insurance Portability and Accountability Act of 1996)
                  for the duration of Mr. Hairston's extended medical coverage
                  under this Paragraph 2.(c)(i) to the extent such dependents
                  remain eligible for dependent coverage under the terms of the
                  Group Health Plan.

                                    (A) The extended medical coverage afforded
                           to Mr. Hairston pursuant to Paragraph 2.(c)(i), as
                           well as the premiums to be paid by Mr. Hairston 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. Hairston in
                           connection with this extended coverage shall be due
                           on the first day of each month; provided, however,
                           that if he fails to pay his premium within thirty
                           (30) days of its due date, such extended coverage
                           shall be terminated.

                                    (B) Any Group Health Plan coverage provided
                           under Paragraph 2.(c)(i) shall be a part of and not
                           in addition to any COBRA Coverage which Mr. Hairston
                           or his dependents may elect. In the event that Mr.
                           Hairston or his dependents become 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.
                           Hairston or his dependents by virtue of the
                           provisions of Paragraph 2.(c)(i) shall terminate,
                           except as may otherwise be required by law, and shall
                           not be renewed. (ii) Mr. Hairston shall be entitled
                           to receive cash in an amount equal to the Company's
                           and Mr. Hairston's cost of premiums for three (3)
                           years of coverage under the Group Health Plan and
                           Group Life Insurance Plan in accordance with the
                           terms of such plans as of the date of the Change in
                           Control.

                  (d) Incentive Plans. If Mr. Hairston meets the eligibility
         requirements of Paragraph 2.(a) hereof he shall be entitled to the
         following benefits under the Company's incentive plans:

                           (i) Stock Option Plan.

                                    (A) Any of Mr. Hairston's Options and Stock
                           Appreciation Rights under the Performance Stock Plan
                           (the defined terms of which are incorporated in this
                           Paragraph 2.(d)(i) by reference) which are
                           outstanding as of the Termination Date 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 Stock
                           Appreciation Right, if Mr. Hairston 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. Hairston 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.

                                    (B) The restrictions and deferral
                           limitations applicable to any of Mr. Hairston's
                           Restricted Stock as of the Termination Date 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.

                                    (C) The restrictions and deferral
                           limitations and other conditions applicable to any
                           other Awards held by Mr. Hairston under the Stock
                           Performance Plan as of the Termination Date 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.

                           (ii) Performance Pay Plan. Provided Mr. Hairston is
                  not entitled to benefits under Article V of the PPP Plan, (the
                  defined terms of which are incorporated in this Paragraph
                  2.(d)(ii) by reference), if the PPP Plan is in place through
                  Mr. Hairston's Termination Date and to the extent Mr. Hairston
                  is entitled to participate therein, Mr. Hairston shall be
                  entitled to receive cash in an amount equal to a prorated
                  payout of his Incentive Pay Awards under the PPP Plan for the
                  Performance Period in which the Termination Date shall have
                  occurred, at target performance under the PPP Plan and
                  prorated by the number of months which have passed since the
                  beginning of the Performance Period until the Termination
                  Date.

                           (iii) Performance Dividend Plan. Provided Mr.
                  Hairston is not entitled to benefits under the Performance
                  Dividend Plan (the defined terms of which are incorporated in
                  this Paragraph 2.(d)(iii) by reference), if the Performance
                  Dividend Plan is in place through Mr. Hairston's Termination
                  Date and to the extent Mr. Hairston is entitled to participate
                  therein, Mr. Hairston shall be entitled to receive cash for
                  each Award held by Mr. Hairston on his Termination Date, based
                  on actual performance under Section 4.1 of the Performance
                  Dividend Plan determined as of the most recently completed
                  calendar quarter of the Performance Period in which the
                  Termination Date shall have occurred, and the Annual Dividend
                  declared prior to the Termination Date.

                           (iv) Other Short Term Incentive Plans. The provisions
                  of this Paragraph 2.(d)(iv) shall apply if and to the extent
                  that Mr. Hairston is a participant in any other "short term
                  compensation plan" not otherwise previously referred to in
                  this Paragraph 2.(d). Provided Mr. Hairston is not otherwise
                  entitled to a plan payout under any change of control
                  provisions of such plans, if the "short term compensation
                  plan" is in place as of the Termination Date and to the extent
                  Mr. Hairston is entitled to participate therein, Mr. Hairston
                  shall receive cash in an amount equal to his award under the
                  Company's "short term incentive plan" for the annual
                  performance period in which the Termination Date shall have
                  occurred, at Mr. Hairston's target performance level and
                  prorated by the number of months which have passed since the
                  beginning of the annual performance period until his
                  Termination Date. For purposes of this Paragraph 2.(d)(iv) 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 based upon articulated performance
                  criteria. (e) Payment of Benefits. Any amounts due under this
                  Agreement shall be paid in one (1) lump sum payment as soon as
                  administratively practicable following the later of: (i) Mr.
                  Hairston's Termination Date, or (ii) upon Mr. Hairston's
                  tender of an effective Waiver and Release to the Company 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.

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

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

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

                  (i) Non-qualified Retirement and Deferred Compensation Plans.
         The Parties agree that subsequent to a Change in Control, any claims by
         Mr. Hairston 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 provisions and procedures
         set forth in Paragraph 5 hereof and if any material issue in such
         dispute is finally resolved in Mr. Hairston's favor, the Company shall
         reimburse Mr. Hairston's legal fees in the manner provided in Paragraph
         2.(g) hereof.

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

         4. No Mitigation. If Mr. Hairston is otherwise eligible to receive
benefits under Paragraph 2 of this Agreement, he shall have no duty or
obligation to seek other employment following his Termination Date and, except
as otherwise provided in Paragraph 2.(a)(iii) hereof, the amounts due Mr.
Hairston hereunder shall not be reduced or suspended if Mr. Hairston accepts
such subsequent employment.

         5. Arbitration.

                  (a) 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 Paragraph 5 are not intended to apply to any other disputes,
         claims or controversies arising out of or relating to Mr. Hairston's
         employment by the Company or the termination thereof.

                  (b) Arbitration shall be initiated by serving a written notice
         of demand for arbitration to Mr. Hairston, in the case of the Company,
         or to the Southern Board, in the case of Mr. Hairston.

                  (c) The arbitration shall be held in Atlanta, Georgia. The
         arbitrators shall apply the law of the State of Georgia, to the extent
         not preempted by federal law, excluding any law which would require the
         application of the law of another state.

                  (d) The parties shall appoint arbitrators 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. Hairston, 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.

                  (e) The arbitration filing fee shall be paid by Mr. Hairston.
         All other costs of arbitration shall be borne equally by Mr. Hairston
         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. Hairston's favor and Mr. Hairston is reimbursed
         legal fees under Paragraph 2.(g) hereof.

                  (f) The parties agree that they will faithfully observe the
         rules that govern any arbitration between them, they will abide by and
         perform any award rendered by the arbitrators in any such arbitration,
         including any award of injunctive relief, and a judgment of a court
         having jurisdiction may be entered upon an award.

                  (g) The parties agree that nothing in this Paragraph 5 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 necessary to prevent harm to a
         party's interests or as otherwise may be appropriate pending the
         conclusion of arbitration proceedings pursuant to this Agreement;
         regardless of whether an arbitration proceeding under this Paragraph 5
         has begun. The parties further agree that nothing herein shall 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 Paragraph 5.

         6. Miscellaneous.

                  (a) Funding of Benefits. Unless the Board in its discretion
         shall determine otherwise, the benefits payable to Mr. Hairston under
         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.

                  (b) Withholding. There shall be deducted from the payment of
         any benefit 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. Hairston.

                  (c) Assignment. Mr. Hairston shall have no rights to sell,
         assign, transfer, encumber, or otherwise convey the right to receive
         the payment of any benefit 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.

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

                  (e) Construction. This Agreement shall be construed in
         accordance with and governed by the laws of the State of Georgia, to
         the extent not preempted by federal law, disregarding any provision of
         law which would require the application of the law of another state.

                  (f) Pooling Accounting. Notwithstanding anything to the
         contrary herein, if, but for any provision of this Agreement, a Change
         in Control transaction would otherwise be accounted for as a
         pooling-of-interests under APB No.16 ("Pooling Accounting") (after
         giving effect to any and all other facts and circumstances affecting
         whether such Change in Control transaction would use Pooling
         Accounting), such provision or provisions of this Agreement which would
         otherwise cause the Change in Control transaction to be ineligible for
         Pooling Accounting shall be void and ineffective in such a manner and
         to the extent that by eliminating such provision or provisions of this
         Agreement, Pooling Accounting would be required for such Change in
         Control transaction.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement
this ____ day of __________________, 2000.


                                      THE SOUTHERN COMPANY


                             By:      ____________________________________


                                      SOUTHERN NUCLEAR OPERATING
                                      COMPANY, INC.


                             By:      ____________________________________


                                      MR. HAIRSTON


                                      -----------------------------
                                      William G. Hairston, III


<PAGE>


                                    Exhibit A

                           CHANGE IN CONTROL AGREEMENT

                               Waiver and Release

         The attached Waiver and Release is to be given to Mr. William G.
Hairston, III upon the occurrence of an event that triggers eligibility for
severance benefits under the Change in Control Agreement, as described in
Paragraph 2(a) of such agreement.


<PAGE>


                           CHANGE IN CONTROL AGREEMENT

                               Waiver and Release

         I, William G. Hairston, III understand that I am entitled to receive
the severance benefits described in Section 2 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 Nuclear Operating
Company, 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 the benefits I elect to receive, I hereby irrevocably
waive and release all claims, of any kind whatsoever, whether known or unknown
in connection with any claim which I ever had, may have, or now have against The
Southern Company, Alabama Power Company, Georgia Power Company, Gulf Power
Company, Mississippi Power Company, Savannah Electric and Power Company,
Southern Communication Services, Inc., Southern Company Services, Inc., Southern
Energy Resources, Inc., Southern Company Energy Solutions, Inc., Southern
Nuclear Operating Company, Inc., Southern Energy, Inc. and other direct or
indirect subsidiaries of The Southern Company and their past, present and future
officers, directors, employees, agents and attorneys. Nothing in this Waiver
shall be construed to release claims or causes of action under the Age
Discrimination in Employment Act or the Energy Reorganization Act of 1974, as
amended, which arise out of events occurring after the execution date of this
Waiver.

         In further exchange for the benefits I elect to receive, I understand
and agree that I will respect the proprietary and confidential nature of any
information I have obtained in the course of my service with the Company or any
subsidiary or affiliate of The Southern Company. However, nothing in this Waiver
shall prohibit me from engaging in protected activities under applicable law or
from communicating, either voluntary or otherwise, with any governmental agency
concerning any potential violation of the law.

         In signing this Waiver, I am not releasing claims to benefits that I am
already entitled to under any workers' compensation laws or under any retirement
plan or welfare benefit plan within the meaning of the Employee Retirement
Income Security Act of 1974, as amended, which is sponsored by or adopted by the
Company and/or any of its direct or indirect subsidiaries; 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.

         In signing this Waiver, I realize that I am waiving and releasing,
among other things, any claims to benefits under any and all bonus, severance,
workforce reduction, early retirement, outplacement, or any other similar type
plan sponsored by the Company.

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

         I understand that I may take up to twenty-one (21) calendar days to
consider whether or not I desire to enter this Waiver. I was not coerced,
threatened or otherwise forced to sign this Waiver. I have made my choice to
sign this Waiver voluntarily and of my own free will.

         I understand that I may revoke this Waiver at any time during the seven
(7) calendar day period after I sign and deliver this Waiver to the Company. If
I revoke this Waiver, I must do so in writing delivered to the Company. 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.

         I understand that by signing this Waiver I am giving up rights I may
have.

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


                                                  William G. Hairston, III

Sworn to and subscribed to me this
____ day of ____________, _____.


Notary Public

My Commission Expires:


(Notary Seal)

         Acknowledged and Accepted by the Company, as defined in the Waiver.

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