EXHIBIT 10(a)78
                                SOUTHERN COMPANY
                                CHANGE IN CONTROL
                                 SEVERANCE PLAN



















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




                           Effective December 7, 1998




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                                SOUTHERN COMPANY
                                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 Change in Control Severance Plan, effective December 7,
1998. The Plan shall be an unfunded severance pay plan that is a welfare plan as
such term is defined by the Employee Retirement Income Security Act of 1974, the
benefits of which shall 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 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 "Beneficial Ownership" shall mean beneficial ownership within the
meaning of Rule 13d-3 promulgated under the Exchange Act.
         2.3 "Board of Directors" shall mean the board of directors of the
Company.


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         2.4 "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.

         2.5      "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 2.5(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
                  or Group composed exclusively of 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 2.5(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) 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 2.5(b)(i), any acquisition
         by an Employee, or Group composed entirely of Employees, any qualified
         pension plan, any publicly held mutual fund or any employee benefit
         plan (or related trust) sponsored or maintained by Southern or any
         Southern Subsidiary shall not constitute a Change in Control;
                  (ii) 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) 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. 2.5 "COBRA Coverage" shall mean any
         continuation coverage to which a Participant or his dependents may be
         entitled pursuant to Code Section 4980B.

         2.6 "Code" shall mean the Internal Revenue Code of 1986, as amended.
         2.7 "Company" shall mean Southern Company Services, Inc., its
         successors and assigns.
         2.8 "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.
         2.9 "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.
         2.10     "Effective Date" shall mean the date of execution hereof.
         2.11 "Employee" shall mean each active exempt and nonexempt employee of
an Employing Company of Grade 9 or below (or, if the Grade system is not used,
below $130,000 of annual base salary rate for the twelve month period
immediately preceding the Change in Control) not covered by a collective
bargaining agreement between the Employing Company and a union or other employee
representative.
         2.12 "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.
         2.13 "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.
         2.14 "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
         2.15 "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) 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 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 plans
         similarly affecting at least ninety-five (95%) of all Employees of the
         Employing Company);
                  (b) 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 2.15(b) 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;
                  (c) Compensation Plans. The failure by an Employing Company to
         continue in effect any "compensation plan or agreement" in which an
         Employee participates 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 2.15(c), the term "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) 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).
         2.16 "Group" shall have the meaning set forth in Section 14(d) of the
         Exchange Act. 2.17 "Group Health Plan" shall mean the group health plan
         covering the Participant, as such plan may be amended from time
to time.
         2.18 "Group Life Insurance Plan" shall mean the group life insurance
program covering the Participant, as such plan may be amended from time to time.
         2.19 "Incumbent Board" shall mean those individuals who constitute the
Southern Board as of the Effective Date 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.
         2.20 "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.
         2.21 "Participant" shall mean an Employee who meets the eligibility
         requirements of Section 3.1 of this Plan. 2.22 "Pension Plan" shall
         mean The Southern Company Pension Plan or any successor thereto, as
         such plans may be amended
from time to time.
         2.23 "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.
         2.24 "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.
         2.25 "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.

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

         2.27 "Plan" shall mean the Southern Company Change in Control Severance
Plan.
         2.28 "PIP Plan" shall mean the "Southern Company Productivity
Improvement Plan or any successor thereto which is considered an "equitable
arrangement" under Section 1.30 thereof, as such plans may be amended from time
to time.
         2.29 "Short Term Plan" shall mean the Southern Energy Resources, Inc.
         Short Term Plan, as amended from time to time. 2.30 "Southern" shall
         mean The Southern Company, its successors and assigns.
         2.31 "Southern Board" shall mean the board of directors of Southern.
         2.32 "Southern Subsidiary" shall mean any corporation or other entity
which Southern Controls.
         2.33 "Straight Time Pay" shall mean a Participant's highest base salary
during the calendar year in which his Termination Date occurs. Base salary shall
include "add ons" such as monthly shift differential, monthly premium pay, etc.,
but shall not include overtime pay. For Participants who were part-time
Employees "Straight Time Pay" shall mean the actual average salary paid during
the calendar year in which the Participant's Termination Date occurs.
         2.34 "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
         Employee's responsible corporate officer, which demand specifically
         identifies the manner in which such corporate officer believes the
         Employee 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 2.34(a) or (b) hereof and specifying the
                  particulars thereof in detail.

         2.35 "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.
         2.36 "Total Disability" shall mean total disability under the terms of
the Pension Plan.
         2.37 "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.
         2.36 "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.
         2.37 "Waiver and Release" shall mean the Waiver and Release attached
hereto as Exhibit A.
         2.38 "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. 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. Notwithstanding anything to the contrary herein, an
Employee shall not be eligible to receive benefits under this Plan if the
Employee:

                  (a) is not actively at work on his Termination Date, unless
         such Employee is capable of returning to work within twelve (12) weeks
         of the beginning of any leave of absence from work;

                  (b) voluntarily terminates his employment with his Employing
         Company for other than Good Reason;

                  (c) is terminated by his Employing Company for Cause;

                  (d) 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;

                  (e) 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

                  (f) elects to receive the benefits of any other voluntary or
         involuntary severance, separation or outplacement program maintained by
         his Employing Company; 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. Each Participant shall be paid a cash
         amount equal to the sum of the following amounts: (i) eight (8) weeks'
         Straight Time Pay, (ii) one (1) week's Straight Time Pay for each of
         the Participant's first five (5) Years of Service; (iii) two (2) weeks'
         Straight Time Pay for each of the Participant's sixth (6th) through
         tenth (10th) Years of Service; (iv) three (3) weeks' Straight Time Pay
         for each of the Participant's eleventh (11th) through fifteenth (15th)
         Years of Service; (v) five (5) weeks' Straight Time Pay for each of the
         Participant's sixteenth (16th) through twentieth (20th) Years of
         Service; and (vi) six (6) weeks' Straight Time Pay for each of the
         Participant's Years of Service in excess of twenty (20) Years of
         Service.

                  (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(c) 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 coverage under the Group Health Plan and Group
                  Life Insurance Plan, if the Participant was participating in
                  such plans on his Termination Date, for a period equal to the
                  total number of weeks of pay the Participant receives as a
                  severance benefit under Section 3.2(b) hereof. (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 V of the
                  PPP Plan, if the PPP 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 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) PIP 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 PIP 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 IV of the PIP
         Plan, if the PIP 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 Opportunity under the PIP Plan for the Computation
         Periods in which the Termination Date shall have occurred, at a target
         Value of Performance Unit of $1.00, prorated for each Computation
         Period by the number of months which have passed since the beginning of
         each of the Computation Periods until the Termination Date.
                  (g) Performance Dividend 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 Performance Dividend Plan, the
         defined terms of which are incorporated in this Section 3.2(g) 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.
                  (h) Value Creation 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 Value Creation Plan, the defined
         terms of which are incorporated in this Section 3.2(h) 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.
                  (i) Short Term Plan. The provisions of this Section 3.2(i)
         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(i) 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.

                  (j) Other Short Term Incentive Plans. The provisions of this
         Section 3.2(j) 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(j), 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. 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 Maximum Benefit. Notwithstanding anything to the contrary above,
with respect to each Participant, the maximum benefit payable under this Article
3 shall be an amount equal to two (2) times such Participant's "annual
compensation" as defined in Department of Labor Regulation Section 2510.3-2(b),
which, for purposes of this Plan shall be no less than Straight Time Pay plus
thirty percent (30%). When necessary, the Administrative Committee shall reduce
the severance benefits described in Section 3.2(b) and 3.2(c)(iv) hereof to
comply with this Section 3.4.
         3.5 Payment of Benefits. The total amount payable under this Article 3
shall be paid to a Participant in one (1) lump sum payment within two (2)
payroll periods 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.
         3.6 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.
         3.7 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 fifteen
thousand dollars ($15,000).
         3.8 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.
         3.9 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 3.7 hereof.
                           ARTICLE 4 - ADMINISTRATION
         4.1 Administrative Committee. The Administrative Committee shall be
responsible for the general administration of the Plan and shall be a "named
fiduciary" under Section 402 of the Employee Retirement Income Security Act of
1974, as amended.
         4.2      Duties of the Administrative Committee.
                  (a) The Administrative Committee shall be responsible for the
         daily administration of the Plan and may appoint other persons or
         entities to perform or assist in the performance of any of its
         fiduciary 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. Any person,
         group of persons, or entity may serve in more than one fiduciary
         capacity.
                  (b) The Administrative Committee shall maintain permanent
         records and accounts of Participants and of their rights under the Plan
         and of all receipts, disbursements, transfers, and other transactions
         concerning the Plan. Such accounts, books, and records relating thereto
         shall be open at all reasonable times to inspection and audit by the
         Company and any persons designated thereby.

                  (c) The Administrative Committee shall take all steps
         necessary to ensure that the Plan complies with the law at all times,
         including the preparation and filing of all documents and forms
         required by any governmental agency; maintenance of adequate
         Participant records; recording and transmission of all notices required
         to be given to Participants and their beneficiaries; receipt and
         dissemination, if required, of all reports and information received
         from the Employing Companies; securing of such fidelity bonds as may be
         required by law; and doing such other acts necessary for the proper
         administration of the Plan. The Administrative Committee shall keep a
         record of all of its proceedings and acts, and shall keep all such
         books of accounts, records, and other data as may be necessary for
         proper administration of the Plan. The Administrative Committee shall
         notify the Employing Companies upon their request of any action taken
         by it, and when required, shall notify any other interested person or
         persons. 4.3 Powers. The Administrative Committee shall administer the
         Plan in accordance with its terms and shall have all powers necessary
         to carry out the provisions of the Plan as more particularly set forth
         herein. The Administrative Committee shall have the discretionary
         authority to interpret the Plan (including any ambiguities herein) and
         to determine all questions arising in the administration,
         interpretation, and application of the Plan. The Administrative
         Committee shall adopt such procedures and regulations necessary or
         desirable for the discharge of its duties hereunder and may appoint
         such accountants, counsel, actuaries, specialists, and other agents as
         it deems necessary or desirable in connection with the administration
         of this Plan. The Administrative Committee shall be the legal appointed
         agent for the service of process.

         4.4 Compensation of the Administrative Committee. The Administrative
Committee shall not receive any compensation from the Plan for its services.
         4.5 Payment of Expenses. The Administrative Committee shall be
reimbursed by the Employing Companies for its reasonable expenses incurred in
the discharge of its duties. Such expenses shall include any expenses incident
to its duties, including, but not limited to, fees of accountants, counsel,
actuaries, and other specialists, and other costs of administering the Plan.
         4.6 Indemnification. Each Employing Company shall indemnify the
Administrative Committee against any and all claims, losses, damages, expenses,
and liability arising from its actions or omissions, except when the same is
finally adjudicated to be the result of gross negligence or willful misconduct.
The Employing Companies may purchase at their own expense sufficient liability
insurance for the Administrative Committee to cover any and all claims, losses,
damages, and expenses arising from any action or omission in connection with the
execution of the duties as the Administrative Committee.
                             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 3.7 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 in its
discretion determines 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 of 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 Change in Control Severance
Plan has been executed by the Company through its duly authorized officer, this
____ day of ___________, 1999, to be effective as provided herein.
                         SOUTHERN COMPANY SERVICES, INC.


                         By:                                                  
                                  Christopher C. Womack
                                  Senior Vice President


<PAGE>


                                    Exhibit A


                                SOUTHERN COMPANY
                                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 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. 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 Change in Control Severance Plan.

By:                                         
Date:                                       



<PAGE>


                             Attachment to Exhibit A

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

FROM:  _____________________

RE:    ADEA Information Notice

DATE:  _____________________


         A severance plan known as the Southern Company 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
              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. A full description
              of the benefits under the Plan as well as any restrictions or
              limitations that may be applicable can be found in the Summary
              Plan Description you have been given.

o             Each active exempt and non-exempt employee of an Employing Company
              of Grade 9 or below (or, if the Grade System is not used, below
              $130,000 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
              his employment for good reason.

o             All eligible employees may elect to receive severance benefits
              under the Plan by signing an Election Form and Waiver Agreement no
              later than 45 calendar days from the date it is received. The
              Agreement 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 Election Form and Waiver Agreement 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>


                             ADEA INFORMATION NOTICE

<TABLE>


<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
                                CHANGE IN CONTROL
                                 SEVERANCE PLAN

                     Short Term Incentive Compensation Plans