Exhibit 10.32
                                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


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                                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.

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         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

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                  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

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                           (C) at least a majority  of the  members of the board
                  of  directors  of  Surviving   Company  were  members  of  the
                  Incumbent Board 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.

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         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

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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;

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                  (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

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         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.

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         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.

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         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

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         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;

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                           (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

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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

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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;

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                           (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.

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                  (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

<PAGE>

                  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

<PAGE>

                  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

<PAGE>

                  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

<PAGE>

         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

<PAGE>

         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.

<PAGE>

                  (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.

<PAGE>

         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.

<PAGE>

         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.
<PAGE>

                           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

<PAGE>

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.

<PAGE>

         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.
<PAGE>

         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.
<PAGE>

         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>



                             ADEA INFORMATION NOTICE


<TABLE>
<CAPTION>
------------------------------------------------------------ ---------------------------------------------------------
                 Job Title, Classification                                            Age of
             or Category of Eligible Employees                                  Eligible Employees
------------------------------------------------------------ ---------------------------------------------------------
                       <S>                                                            <C>
------------------------------------------------------------ ---------------------------------------------------------
[List  job   classification,   title  or  category  of  all  [List corresponding age of each eligible employee]
eligible employees]
------------------------------------------------------------ ---------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>

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