SOUTHERN COMPANY
                           EXECUTIVE CHANGE IN CONTROL
                                 SEVERANCE PLAN




                              Troutman Sanders LLP
                        Bank of America Plaza, Suite 5200
                           600 Peachtree Street, N.E.
                             Atlanta, Georgia 30308

                             Effective July 10, 2000


<PAGE>



                                SOUTHERN COMPANY

                           EXECUTIVE CHANGE IN CONTROL

                                 SEVERANCE PLAN

                    ARTICLE 1 - PURPOSE AND ADOPTION OF PLAN

         1.1 Adoption of Plan. Southern Company Services, Inc. hereby adopts
this Southern Company Executive Change in Control Severance Plan. This Plan was
originally effective December 7, 1998; it was amended by a First Amendment also
effective December 7, 1998. This amended and restated Plan is effective July 10,
2000. The Plan shall be an unfunded "top hat" plan designed to provide certain
severance benefits to a select group of management or highly compensated
employees, to be paid solely from the general assets of the respective Employing
Companies.

         1.2 Purpose. The Plan is primarily designed to provide benefits to
certain key employees of the Employing Companies, whose employment is terminated
subsequent to a change in control of Southern or their respective Employing
Company.

                             ARTICLE 2 - DEFINITIONS

         2.1 "Administrative Committee" shall mean the Board of Directors, plus,
in the event of any act necessary to be taken in connection with the Plan
relative to a particular Participant, the Chief Executive Officer of the
Participant's Employing Company, if such Chief Executive Officer is not already
a member of the Board of Directors.

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

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

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

         2.5 "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.

         2.6 "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 2.6(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 its
                  subsidiary or affiliate, 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) and (C) of Section
                  2.6(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

                  (iii) 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 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 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

                           (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.

         (b) with respect to an Employing 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 an Employing Company; provided,
         however, that for purposes of this Section 2.6(b)(i), any acquisition
         by an employee of Southern or its subsidiary or affiliate, 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 an Employing Company (an "Employing Company Business
         Combination"), in each case, unless, following such Employing Company
         Business Combination, Southern Controls the corporation surviving or
         resulting from such Employing Company Business Combination; or

                  (iii) The Consummation of the sale or other disposition of all
         or substantially all of the assets of an Employing Company to an 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 an Employing Company.

         For purposes of this Section 2.6 only, SERI shall not be considered an
Employing Company. 2.7 "COBRA Coverage" shall mean any continuation coverage to
which a Participant or his dependents may be entitled pursuant to Code Section
4980B.

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

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

         2.10 "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.

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

         2.12 "DIC Plan" shall mean the Southern Energy Resources, Inc. Deferred
Incentive Compensation Plan or any successor thereto which is considered an
"equitable arrangement" thereof, as such plans may be amended from time to time.

         2.13     "Effective Date" shall mean the date of execution hereof.

         2.14 "Employee" shall mean each regular full-time or regular part-time
employee of an Employing Company of Grades 10 to 13 (or, if the Grade system is
not used, $130,000 or more of annual base salary rate for the twelve month
period immediately preceding the Change in Control who has not otherwise entered
into a Change in Control agreement with his Employing Company and elects to
receive benefits under such agreement) not covered by a collective bargaining
agreement between the Employing Company and a union or other employee
representative. With respect to a Change in Control of SEI, SERI Participants
shall be deemed to be employed by SEI for purposes of being covered under this
Plan.

         2.15 "Employee Outplacement Program" shall mean the program established
by the Employing Company from time to time for the purpose of assisting
Participants covered by the Plan in finding employment outside of the Employing
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.

         2.16 "Employing Company" shall mean the Company, or any other Southern
Subsidiary, which the Board of Directors may from time to time determine to
bring under the Plan and which shall adopt the Plan, and any successor of any of
them.

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

         2.18 "Good Reason" shall mean, without an Employee's express written
consent, after written notice to his Employing Company, and after a thirty (30)
day opportunity for the Employee's Employing Company to cure, the continuing
occurrence of any of the following events:

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

                  (b) Reduced Salary. A reduction of five percent (5%) or more
         by the Employing Company in either of the following: (i) the Employee's
         annual base salary rate for the twelve month period immediately
         preceding the date of the Change in Control ("Base Salary") (except for
         a less than ten percent (10%), across-the-board Base Salary reduction
         similarly affecting at least ninety-five percent (95%) of all Employees
         of the Employing Company); or (ii) the sum of the Employee's Base
         Salary plus target bonus under his Employing Company's short term bonus
         plan (e.g., either the PPP Plan or the Southern Energy, Inc. Short Term
         Plan, as the case may be), as in effect immediately prior to the Change
         in Control (except for a less than ten percent (10%), across-the-board
         reduction of Base Salary plus target bonus under such short term plan
         similarly affecting at least ninety-five percent (95%) of all Employees
         of the Employing Company);

                  (c) Compensation Plans. The failure by the Employing Company
         to continue in effect any "compensation plan or agreement" in which an
         Employee participates as of the date of the Change in Control or the
         elimination of the Employee's participation in any such plan, (except
         for across-the-board plan changes or terminations similarly affecting
         at least ninety-five percent (95%) of all Employees of the Employing
         Company);

                  For purposes of this Section 2.18(c), the "compensation plan
         or agreement" shall mean any written arrangement executed by an
         authorized officer of the Employing Company which provides for
         periodic, non-discretionary compensatory payments to employees in the
         nature of bonuses.

                  (d) Relocation. A change in an Employee's work location to a
         location more than fifty (50) miles from the facility where the
         Employee was located at the time of the Change in Control, unless such
         new work location is within fifty (50) miles from the Employee's
         principal place of residence at the time of the Change in Control. The
         acceptance, if any, by an Employee of employment by an Employing
         Company at a work location which is outside the fifty mile radius set
         forth in this Section 2.18(d) shall not be a waiver of the Employee's
         right to refuse subsequent transfer by an Employing Company to a
         location which is more than fifty (50) miles from the Employee'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

                  (e) Benefits and Perquisites. The taking of any action by the
         Employing Company that would directly or indirectly materially reduce
         the benefits enjoyed by an Employee under the Employing Company's
         retirement, life insurance, medical, health and accident, disability,
         deferred compensation or savings plans in which the Employee was
         participating immediately prior to the Change in Control, or the
         failure by the Employing Company to provide an Employee with the number
         of paid vacation days to which the Employee is entitled on the basis of
         years of service with the Employing Company in accordance with the
         Employing 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 all Employees of the Employing Company).
         2.19 "Group" shall have the meaning set forth in Section 14(d) of the
         Exchange Act. 2.20 "Group Health Plan" shall mean the group health plan
         covering the Participant, as such plan may be amended from time to
         time.

         2.21 "Group Life Insurance Plan" shall mean the group life insurance
program covering the Participant, as such plan may be amended from time to time.

         2.22 "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 the
Effective Date 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.

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

         2.24 "Participant" shall mean an Employee who meets the eligibility
requirements of Section 3.1 of this Plan.

         2.25 "Pension Plan" shall mean The Southern Company Pension Plan or any
successor thereto, as such plans may be amended from time to time.

         2.26 "Performance Dividend Plan" or "PDP Plan" shall mean the Southern
Company Performance Dividend Plan or any successor thereto which is considered
an "equitable arrangement" under Section 1.25 thereof, as such plans may be
amended from time to time.

         2.27 "Performance Pay Plan" or "PPP Plan" shall mean the Southern
Company Performance Pay Plan or any successor thereto which is considered an
"equitable arrangement" under Section 1.31 thereof, as such plans may be amended
from time to time.

         2.28 "Performance Stock Plan" shall mean the Southern Company
Performance Stock Plan or any successor thereto which is considered an
"equitable arrangement" under Section 1.33 thereof, as such plans may be amended
from time to time.

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

         2.30 "Plan" shall mean the Southern Company Executive Change in Control
Severance Plan.

         2.31 "SEI" shall mean Southern Energy, Inc., its successors and
assigns.

         2.32 "SERI" shall mean Southern Energy Resources, Inc., its successors
and assigns.

         2.33 "SERI Participant" shall mean a Participant who is employed by
SERI.

         2.34 "Short Term Plan" shall mean the Southern Energy Resources, Inc.
Short Term Plan, as amended from time to time.

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

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

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

         2.38 "Support Employee" shall mean an Employee of the Company (which
shall continue to be such Employee's Employing Company for purposes of this
Plan) who:

                  (a) Is involuntarily terminated without Cause within one year
         of the Change in Control of an Employing Company (other than the
         Company) and either (i) spent at least 40% of his working time
         performing services for such Employing Company at the time of the
         Change in Control and for the six months prior thereto, or (ii) is
         determined by the Administrative Committee to be involuntarily
         terminated without Cause as a result of such Change in Control; or

                  (b) Voluntarily terminates with Good Reason within one year of
         the Change in Control of an Employing Company (other than the Company)
         and spent at least 40% of his working time performing services for such
         Employing Company at the time of the Change in Control and for the six
         months prior thereto. For purposes of this Section 2.38(b) only, Good
         Reason shall not include the provisions of Section 2.18(a), entitled
         "Inconsistent Duties." 2.39 "Termination for Cause" or "Cause" shall
         mean an Employee's termination of employment with his Employing Company
         upon the occurrence of any of the following:

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

                  (b) The willful engaging by the Employee in conduct that is
         demonstrably and materially injurious to his Employing 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 an Employee's employment by his Employing
                  Company;

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

                           (iii) attendance by an Employee 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 his Employing 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 Employing Company's safety officer;

                           (v) assault or other act of violence by an Employee
                  against any person during the course of employment; or

                           (vi) an Employee's indictment for any felony or any
                  misdemeanor involving moral turpitude.

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

         Notwithstanding the foregoing, an Employee 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 Administrative Committee at a meeting called and held for such purpose
(after reasonable notice to the Employee and an opportunity for him, together
with counsel, to be heard before the Administrative Committee), finding that, in
the good faith opinion of the Administrative Committee, the Employee was guilty
of conduct set forth in Section 2.39(a) or (b) hereof and specifying the
particulars thereof in detail.

         2.40 "Termination Date" shall mean the date on which a Participant is
separated from his Employing Company's regular payroll; provided, however, that
solely for purposes of Section 3.2(c) hereof, the Termination Date of
Participants who are deemed to be retired pursuant to the provisions of Section
3.3 hereof, shall be the effective date of their retirement pursuant to the
terms of the Pension Plan.

         2.41 "Total Disability" shall mean total disability within the meaning
of the Pension Plan.

         2.42 "Value Creation Plan" shall mean the Southern Energy Resources,
Inc. Value Creation Plan or any replacement thereto which is considered an
"equitable arrangement" under Section 1.30 thereof, as such plans may be amended
from time to time.

         2.43 "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.

         2.44 "Waiver and Release" shall mean the Waiver and Release attached
hereto as Exhibit A.

         2.45 "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.

                         ARTICLE 3 - SEVERANCE BENEFITS

         3.1      Eligibility.

                  (a) Employees. Except as otherwise provided herein, any
         Employee whose employment is involuntarily terminated by his Employing
         Company at any time during the two year period following a Change in
         Control of Southern or his Employing Company for reasons other than
         Cause or who shall voluntarily terminate his employment with his
         Employing Company for Good Reason at any time during the two year
         period following a Change in Control of Southern or his Employing
         Company, shall be entitled to participate in this Plan and receive the
         benefits described in Section 3.2 hereof, subject to the terms and
         conditions described in this Article 3.

                  (b) Support Employees. A Support Employee shall be entitled to
         participate in this Plan and receive the benefits described in Section
         3.2 hereof, subject to the terms and conditions described in this
         Article 3.

                  (c) Limits on Eligibility. Notwithstanding anything to the
         contrary herein, an Employee or Support Employee shall not be eligible
         to receive benefits under this Plan if the Employee or Support
         Employee:

                           (i) is not actively at work on his Termination Date,
                  unless such Employee or Support Employee 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 his
                  Employing Company for other than Good Reason;

                           (iii) is terminated by his Employing 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, a
                  Southern Subsidiary or his Employing Company;

                           (v) refuses an offer of continued employment with his
                  Employing Company, Southern or a Southern Subsidiary, or any
                  employer that acquires all or substantially all of the assets
                  of Southern, a Southern Subsidiary or his Employing Company,
                  under circumstances where such refusal would not amount to
                  Good Reason for voluntary termination of employment and such
                  employer agrees to adopt this Plan as it applies to such
                  Participant; or

                           (vi) elects to receive the benefits of any other
                  voluntary or involuntary severance, separation or outplacement
                  program, plan or agreement maintained by his Employing Company
                  in lieu of benefits under this Plan; 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 Plan.

         3.2 Benefits. Upon the Employing Company's receipt of an effective
Waiver and Release, Participants shall be entitled to receive the following
benefits:

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

                  (b) Severance Benefit. Participants shall be paid in cash an
         amount equal to two times the Participant's Annual Compensation, but
         not in excess of the Capped Amount. For purposes of this Section
         3.2(b), the Capped Amount shall be the amount otherwise payable under
         this Section 3.2(b), reduced in such amount and to such extent that no
         amount of the payment under this Section 3.2(b), plus all other
         "parachute payments" under Code Section 280G, would constitute an
         "excess parachute payment" under Code Section 280G, but only to the
         extent that if the payment under this Section 3.2(b) were increased by
         one additional dollar ($1.00), a portion of the payment under this
         Section 3.2(b) would be an "excess parachute payment" under Code
         Section 280G. The calculation of the Capped Amount and any other
         determinations relating to the applicability of Code Section 280G (and
         the rules and regulations promulgated thereunder) to the payments
         contemplated by this Plan shall be made by the tax department of the
         independent public accounting firm then responsible for preparing
         Southern's consolidated federal income tax return, and such
         determinations shall be binding upon the Participants, Southern and the
         Employing Company.

                  (c) Welfare Benefit.

                           (i) Except as provided in Section 3.3 hereof, each
                  Participant shall be eligible to participate in the Employing
                  Company's Group Health Plan for a period of six (6) months for
                  each of the Participant's Years of Service, not to exceed a
                  period of five (5) years, beginning on the first day of the
                  first month following the Participant's Termination Date
                  unless otherwise specifically provided under such plan, upon
                  the Participant's payment of both the Employing Company's and
                  the Participant's premium under such plan. A Participant who
                  receives this extended medical coverage shall also be entitled
                  to elect coverage under the Group Health Plan for his
                  dependents who are participating in the Group Health Plan on
                  the Participant'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 the Participant's extended medical
                  coverage under this Section 3.2(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 a
                  Participant pursuant to this Section 3.2(c) as well as the
                  premiums to be paid by the Participant 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 the Participant in connection with
                  this extended coverage shall be due on the first day of each
                  month; provided, however, that if a Participant fails to pay
                  his premium within thirty (30) days of its due date, such
                  Participant's extended coverage shall be terminated.

                           (iii) Any Group Health Plan coverage provided under
                  this Section 3.2(c) shall be a part of and not in addition to
                  any COBRA Coverage which a Participant or his dependent may
                  elect. In the event that a Participant 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 Employing
                  Company's Group Health Plan available to the Participant or
                  his dependent by virtue of the provisions of this Article 3
                  shall terminate, except as may otherwise be required by law,
                  and shall not be renewed. It shall be the duty of a
                  Participant to inform the Employing Company of his eligibility
                  to participate in any such health plan.

                           (iv) Except as otherwise provided in Section 3.3
                  hereof, regardless of whether a Participant elects the
                  extended coverage described in Section 3.2(a) hereof, the
                  Employing Company shall pay to each Participant a cash amount
                  equal to the Employing Company's and the Participant's cost of
                  premiums for two (2) 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
         3.2(d) shall apply to any Participant who, as of the date of the Change
         in Control, was a participant in the Performance Stock Plan, the
         defined terms of which are incorporated in this Section 3.2(d) by
         reference.

                           (i) Any of the Participant's Options and Stock
                  Appreciation Rights outstanding as of the Termination Date
                  which are not then exercisable and vested, shall become fully
                  exercisable and vested to the full extent of the original
                  grant; provided, that in the case of a Participant holding a
                  Stock Appreciation Right who is subject to Section 16(b) of
                  the Exchange Act, such Stock Appreciation Right shall not
                  become fully vested and exercisable at such time if such
                  actions would result in liability to the Participant under
                  Section 16(b) 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 the Participant'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.

                           (iii) The restrictions and deferral limitations and
                  other conditions applicable to any other Awards held by the
                  Participant under the Performance Stock 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. (e) Performance Pay Plan. The provisions of
                  this Section 3.2(e) shall apply to any Participant who, as of
                  the date of the Change in Control, was a participant in the
                  Performance Pay Plan, the defined terms of which are
                  incorporated in this Section 3.2(e) by reference. Provided the
                  Participant is not entitled to benefits under Article IV of
                  the PPP Plan, if the PPP Plan is in place as of the
                  Participant's Termination Date and to the extent the
                  Participant is entitled to participate therein, the
                  Participant shall be entitled to receive cash in an amount
                  equal to a prorated payout of his Incentive Pay Award 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.

                  (f) Performance Dividend Plan. The provisions of this Section
         3.2(f) shall apply to any Participant who, as of the date of the Change
         in Control, was a participant in the Performance Dividend Plan, the
         defined terms of which are incorporated in this Section 3.2(f) by
         reference. Provided the Participant is not entitled to benefits under
         Article V of the Performance Dividend Plan, if the Performance Dividend
         Plan is in place through the Participant's Termination Date and to the
         extent the Participant is entitled to participate therein, the
         Participant shall be entitled to receive cash for each Award held as of
         such date based on a Payout Percentage of 50% under Section 4.1 of the
         Performance Dividend Plan for the Performance Period in which the
         Termination Date shall have occurred, and the Annual Dividend declared
         prior to the Termination Date.

                  (g) Value Creation Plan. The provisions of this Section 3.2(g)
         shall apply to any Participant who, as of the date of the Change in
         Control, was a participant in the Value Creation Plan, the defined
         terms of which are incorporated in this Section 3.2(g) by reference.
         Any of the Participant's Appreciation Rights or Indexed Rights
         outstanding as of the Termination Date which are not then exercisable
         and vested, shall become fully exercisable and vested to the full
         extent of the original grant. Notwithstanding anything in the Value
         Creation Plan to the contrary, Share Value with respect to any
         Appreciation Rights or Indexed Rights held by the Participant following
         his Termination Date shall be no less than the Share Value as of the
         date of the Change in Control of Southern or his Employing Company, as
         the case may be.

                  (h) Short Term Plan. The provisions of this Section 3.2(h)
         shall apply to any Participant who, as of the date of the Change in
         Control was a Participant in the Short Term Plan, the defined terms of
         which are incorporated in this Section 3.2(h) by reference. Provided
         the Participant is not entitled to benefits under Article V of the
         Short Term Plan, if the Short Term Plan is in place through the
         Participant's Termination Date and to the extent the Participant is
         entitled to participate therein, the Participant shall be entitled to
         receive cash in an amount equal to his Award under the Short Term Plan
         for the Performance Period in which the Termination Date shall have
         occurred, at Total Target for the Participant's Job Category and
         prorated by the number of months which have passed since the beginning
         of the Performance Period until the Termination Date.

                  (i) Other Short Term Incentive Plans. The provisions of this
         Section 3.2(i) shall apply to any Participant who, 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 3.2. Provided the Participant 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 the
         Participant's Termination Date and to the extent the Participant is
         entitled to participate therein, the Participant shall be entitled to
         receive cash in an amount equal to his award under his respective
         Employing Company's "short term incentive compensation plan" for the
         annual performance period in which the Termination Date shall have
         occurred, at the Participant's target performance level and prorated by
         the number of months which have passed since the beginning of the
         annual performance period until the Termination Date. For purposes of
         this Section 3.2(i), the term "short term incentive compensation plan"
         shall mean any incentive compensation plan or arrangement adopted in
         writing by an Employing Company which provides for annual, recurring
         compensatory bonuses to participants based upon articulated performance
         criteria, and which have been identified by the Board of Directors and
         listed on Exhibit B hereto, which may be amended from time to time to
         reflect plan additions, terminations and amendments.

                  (j) DIC Plan. The provisions of this Section 3.2(j) shall
         apply to any Participant who, as of the date of the Change in Control,
         was a participant in the DIC Plan, the defined terms of which are
         incorporated into this Section 3.2(j) by reference. Provided a
         Participant is not entitled to benefits under Article V of the DIC
         Plan, if the DIC Plan is in place through Participant's Termination
         Date and to the extent that Participant is entitled to participate
         therein, any of the Participant's Awards as of the Termination Date
         which are not then vested shall become fully vested and Participant
         shall be entitled to receive cash in the amount equal to Participant's
         Account as of his Termination Date. Notwithstanding anything in the DIC
         Plan to the contrary, the investment return on the Awards determined in
         accordance with Section 3.1 of the DIC Plan for any Plan Year following
         a Change in Control of Southern or its Employing Company shall be no
         less than the investment return determined in accordance with Section
         3.1 of the DIC Plan as of the date of such Change in Control with
         respect to those Accounts which are outstanding as of the date of such
         Change in Control. 3.3 Coordination with Retiree Medical and Life
         Insurance Coverage. Notwithstanding anything to the contrary above, any
         Participant who is otherwise eligible to retire pursuant to the terms
         of the Pension Plan shall be deemed to have retired for purposes of all
         employee benefit plans sponsored by the Employing Company of which the
         Participant is a participant. A Participant who is deemed to have
         retired in accordance with the preceding sentence shall not be eligible
         to receive the benefits described in Section 3.2(c) hereof if, upon his
         Termination Date, such Participant 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.

         3.4 Payment of Benefits. The amounts due a Participant under Sections
3.2(b) and (c) hereof shall be payable in one (1) lump sum payment as soon as
administratively practicable within thirty (30) days of the later of the
following to occur: (a) the Participant's Termination Date, or (b) the tender to
the Employing Company by the Participant 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 Employing Company.

         3.5 Benefits in the Event of Death. In the event of the Participant's
death prior to the payment of all benefits due under this Article 3, the
Participant's estate shall be entitled to receive as due any amounts not yet
paid under this Article 3 upon the tender by the executor or administrator of
the estate of an effective Waiver and Release.

         3.6 Legal Fees. In the event of a dispute between a Participant and his
Employing Company with regard to any amounts due hereunder, if any material
issue in such dispute is finally resolved in the Participant's favor, his
Employing Company shall reimburse the Participant's legal fees incurred with
respect to all issues in such dispute in an amount not to exceed thirty thousand
dollars ($30,000).

         3.7 No Mitigation. A Participant who receives benefits under Section
3.2 of this Plan shall have no duty or obligation to seek other employment
following his Termination Date and, except as otherwise provided in Subsection
3.1(d) hereof, the amounts due a Participant hereunder shall not be reduced or
suspended if such Participant accepts such subsequent employment.

         3.8 Non-qualified Retirement and Deferred Compensation Plans.
Subsequent to a Change in Control, any claims by a Participant 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 5 hereof and if any material
issue in such dispute is finally resolved in the Participant's favor, the
Company shall reimburse the Participant's legal fees in the manner provided in
Section 3.6 hereof.

         3.9 Guarantee of SEI. Effective May 10, 2000, if SERI fails or refuses
to make payments under the Plan, SERI Participants may have the right to obtain
payment by SEI pursuant to the terms of the "Guarantee Agreement Concerning
Southern Energy Resources, Inc. Compensation and Benefit Arrangements" entered
into by SEI and SERI. A SERI Participant's right to payment is not increased as
a result of this Guarantee. SERI Participants have the same right to payment
from SEI as they have from SERI. Any demand to enforce this Guarantee should be
made in writing and should reasonably and briefly specify the manner and the
amount SERI has failed to pay. Such writing given by personal delivery or mail
shall be effective upon actual receipt. Any writing given by telegram or
telecopier shall be effective upon actual receipt if received during SEI's
normal business hours, or at the beginning of the next business day after
receipt, if not received during SEI's normal business hours. All arrivals by
telegram or telecopier shall be confirmed promptly after transmission in writing
by certified mail or personal delivery.

                           ARTICLE 4 - ADMINISTRATION

         4.1 Administrative Committee. The Administrative Committee shall be
responsible for the general administration of the Plan and may appoint other
persons or entities to perform or assist in the performance of any of its
duties, subject to its review and approval. The Administrative Committee shall
have the right to remove any such appointee from his position without cause upon
notice.

                             ARTICLE 5 - ARBITRATION

         5.1 General. Any dispute, controversy or claim arising out of or
relating to the Company's obligations to pay severance benefits under this Plan,
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 5 are not intended to apply to any other disputes, claims or
controversies arising out of or relating to a Participant's employment by an
Employing Company or the termination thereof.

         5.2 Demand for Arbitration. Arbitration shall be initiated by serving a
written notice of demand for arbitration to the Participant, in the case of an
Employing Company, or to the Administrative Committee, in the case of a
Participant.

         5.3 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.

         5.4 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 the
Participant, one arbitrator shall be appointed by the Employing 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.

         5.5 Costs. The arbitration filing fee shall be paid by the Participant.
All other costs of arbitration shall be borne equally by the Participant and his
Employing Company, provided, however, that such Employing Company shall
reimburse such fees and costs in the event any material issue in such dispute is
finally resolved in the Participant's favor and the Participant is reimbursed
legal fees under Section 3.6 hereof.

         5.6 Interim and Injunctive Relief. Nothing in this Article 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 either party's interests or as
otherwise may be appropriate pending the conclusion of arbitration proceedings
pursuant to this Article 5 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 5.

                            ARTICLE 6 - MISCELLANEOUS

         6.1 Funding of Benefits. Unless the Board of Directors shall in its
discretion determine otherwise, the benefits payable to a Participant under the
Plan shall not be funded in any manner and shall be paid by the Employing
Companies out of their general assets, which assets are subject to the claims of
the Employing Companies' creditors.

         6.2 Withholding. There shall be deducted from the payment of any
benefit due under the Plan the amount of any tax required by any governmental
authority to be withheld and paid over by the Employing Companies to such
governmental authority for the account of the Participant entitled to such
payment.

         6.3 Assignment. No Participant or beneficiary shall have any 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.

         6.4 Amendment and Termination. The Plan may be amended or terminated at
any time by the Board of Directors, provided, however, the Plan may not be
amended in any material respect or terminated within the two (2) year period
following a Change in Control nor shall any amendment or termination impair the
rights of any Participant which have accrued hereunder prior to any such
amendment or termination.

         6.5 Pooling Accounting. Notwithstanding anything to the contrary
herein, if, but for any provision of this Plan, 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 Plan 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 Plan, Pooling Accounting
would be required for such Change in Control transaction.

         IN WITNESS WHEREOF, this Southern Company Executive Change in Control
Severance Plan has been executed by the Company through its duly authorized
officers, this ____ day of ___________, 2000, to be effective as provided
herein.

                             SOUTHERN COMPANY SERVICES, INC.

                             By:      ____________________________________


<PAGE>




                                    Exhibit A

                                SOUTHERN COMPANY

                           EXECUTIVE CHANGE IN CONTROL

                                 SEVERANCE PLAN

                               Waiver and Release

         I understand that I am entitled to receive the Severance Benefits
described in Article 3 of the Southern Company Executive Change in Control
Severance Plan (the "Plan") if I execute this Waiver and Release ("Waiver"). I
understand that the benefits I have elected to receive under the Plan are in
excess of those I would have received from ________________________ (the
"Company") if I had not elected to participate in the Plan and 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. I understand and agree that I
am obligated to keep confidential and not disclose the terms of this Waiver,
including, but not limited to, the benefits under this Plan, except to my
attorneys, financial advisors, or except where such disclosure is required by
law. 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 any vested or
accrued benefits that I have under any workers' compensation laws or 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 except for programs specifically designed for
participants in the Plan.

         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 forty-five (45) 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 ______.


                        Employee's signature


                        Employee's printed name

         Acknowledged and Accepted by the Administrative Committee of the
Southern Company Executive Change in Control Severance Plan.

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


<PAGE>


                             Attachment to Exhibit A

TO:      All Eligible Employees under the Southern Company Executive Change in
         Control Severance Plan

FROM:    _____________________

RE:      ADEA Information Notice

DATE:    _____________________


         A severance plan known as the Southern Company Executive Change in
Control Severance Plan ("Plan") has been approved and established by The
Southern Company, its affiliates and its direct and indirect subsidiaries
(collectively the "Company"). You are eligible to participate in the Plan
subject to the terms of the Plan. In accordance with the Age Discrimination in
Employment Act ("ADEA"), the Company is providing you the following information
pertaining to eligibility and participation in the Plan.

o             The purpose of the Plan is to provide benefits to certain key
              employees of The Southern Company and certain subsidiaries of The
              Southern Company ("Employing Companies") whose employment is
              terminated subsequent to a change in control of The Southern
              Company or their respective Employing Company.

o             Each active regular employee of an Employing Company of Grade 10
              to 13 (or, if the Grade System is not used, $130,000 or more of
              annual base salary rate for the 12 month period immediately
              preceding the change in control) not covered by a collective
              bargaining agreement is generally eligible to participate in the
              Plan if, during the two year period following a change in control:
              (i) his employment is involuntarily terminated for reasons other
              than cause, or (ii) he voluntarily terminates employment for good
              reason.

o             All eligible employees may receive severance benefits under the
              Plan by signing a Waiver and Release no later than 45 calendar
              days from the date it is received. The Waiver and Release will
              remain revocable by you for a seven day period after you sign it.

o             Attached is a list sorted by job title and age of each employee
              eligible to participate in the Plan as well as a list of the ages
              of all employees in the same job classification who are not
              eligible to participate in the Plan.

         In furtherance of you making an informed decision, the Company urges
you to seek a financial advisor, legal counsel and a qualified tax advisor to
assist you in fully understanding your rights and benefits under the plan and
the Waiver and Release that you will be required to sign to receive severance
benefits under the Plan.

         If you have any questions or need additional information, please call
me at _______________.

Sincerely,

----------------------
[Name]
----------------------
[Title]


<PAGE>

<TABLE>


                             ADEA INFORMATION NOTICE

<S>                                                          <C>
------------------------------------------------------------ ---------------------------------------------------------
                 Job Title, Classification                                            Age of
             or Category of Eligible Employees                                  Eligible Employees

------------------------------------------------------------ ---------------------------------------------------------
------------------------------------------------------------ ---------------------------------------------------------

------------------------------------------------------------ ---------------------------------------------------------
------------------------------------------------------------ ---------------------------------------------------------
[List  job   classification,   title  or  category  of  all  [List corresponding age of each eligible employee]
eligible employees]
------------------------------------------------------------ ---------------------------------------------------------



------------------------------------------------------------ ---------------------------------------------------------
                 Job Title, Classification                                            Age of
            or Category of Ineligible Employees                                Ineligible Employees

------------------------------------------------------------ ---------------------------------------------------------
------------------------------------------------------------ ---------------------------------------------------------

------------------------------------------------------------ ---------------------------------------------------------
------------------------------------------------------------ ---------------------------------------------------------
[List  job   classification,   title  or  category  of  all  [List corresponding age of each ineligible employee]
ineligible employees]
------------------------------------------------------------ ---------------------------------------------------------

</TABLE>


<PAGE>


                                    Exhibit B

                                SOUTHERN COMPANY

                           EXECUTIVE CHANGE IN CONTROL

                                 SEVERANCE PLAN

                     Short Term Incentive Compensation Plans