Exhibit 10.28
                              AMENDED AND RESTATED
                           CHANGE IN CONTROL AGREEMENT

         THIS AMENDED AND  RESTATED  CHANGE IN CONTROL  AGREEMENT  ("Agreement")
made and entered into by and between The Southern Company ("Southern"), Southern
Energy,  Inc. ("SEI"),  Southern Energy Resources,  Inc. (the "Company") and Mr.
Douglas L. Miller ("Mr. Miller")  (hereinafter  collectively  referred to as the
"Parties")  is  effective  as of the  execution  date of this  Agreement  unless
otherwise provided herein.

                              W I T N E S S E T H:

         WHEREAS,  Mr.  Miller is Senior Vice  President/General  Counsel of the
Company which serves as the employer with respect to assets held by SEI;

         WHEREAS,  the  Parties  entered  into a  Change  in  Control  Agreement
effective  October 1, 1999 (the  "Original  Agreement") to provide to Mr. Miller
certain  severance  benefits under certain  circumstances  following a change in
control (as defined herein) of Southern or SEI;

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

         WHEREAS,  the  Parties  wish to enter into this  Amended  and  Restated
Change in Control Agreement  pursuant to the provisions of such Section 6(d), to
(i) change  certain  references  from normal market bonus to target bonus,  (ii)
incorporate by reference the definition of "change in control" as provided under
the Change in Control Benefit Plan Determination  Policy adopted by the board of
directors of SEI, (iii) reflect SEI's guarantee of benefits under the Plan, (iv)
reference an Omnibus Incentive  Compensation Plan which may be adopted by SEI in
the future, and (v) certain other technical and miscellaneous modifications;

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

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

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

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

                (c) "Change in Control" shall have the meaning of such term as
         set forth in the Change in Control Benefit Plan  Determination  Policy,
         as  approved  by the board of  directors  of SEI, as such Policy may be
         amended from time to time in accordance  with the  provisions  therein.
         However,  any  amendment to the Policy which causes the  definition  of
         "Change in  Control" to be more  restrictive  than such  definition  in
         effect on the  Effective  Date  shall  not be taken  into  account  for
         purposes of this  Agreement,  unless approved by the board of directors
         of SEI or a compensation  committee thereof and agreed to in writing by
         Mr. Miller.

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

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

                (f) "Company" shall mean Southern Energy Resources, Inc.,
         its successors and assigns.

                (g) "DIC  Plan"  shall  mean the  Southern  Energy
         Resources,  Inc.  Deferred  Incentive  Compensation  Plan or
         replacement thereto, as such plans may be amended from time to time.

                (h) "Effective Date" shall mean the date of execution
         of this Agreement, unless otherwise provided herein.

                (i) "Employee  Outplacement Program" shall mean the program
         established by the Company from time to time for the purpose  of
         assisting  participants  covered  by the  plan in  finding
         employment  outside of the Company  which  provides  for the  following
         services:
                     (i) self-assessment, career   decision  and
                goal setting;

                     (ii) job market  research  and job sources;

                     (iii) networking and  interviewing   skills;

                     (iv) plannin and implementation strategy;

                     (v) resume writing, job hunting methods and salary
                negotiation; and (vi) office support and job search
                resources.

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

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

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

                     (ii) Reduced Salary. A reduction of five percent (5%)
                or more by the  Company  in either of the  following:

                          (i) Mr. Miller's  annual  base  salary  rate as
                     in effect immediately prior to the  Change in  Control
                     (except for a less than ten percent  (10%),
                     across-the-board annual  base  salary  rate reduction
                     similarly  affecting at least  ninety-five  percent (95%)
                     of the Executive Employees of the Company);  or

                         (ii) the sum of Mr.  Miller's annual base salary rate
                     plus target bonus under the  Company's  Short Term Plan
                     (except for a less than ten percent (10%),
                     across-the-board  reduction of annual base salary  rate
                     plus  target  bonus  under  the  Short  Term Plan similarly
                     affecting at least ninety-five percent (95%) of the
                     Executive Employees of the Company);

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

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

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

                        (vi) For purposes of this Paragraph  1.(k),
                     the term  "Executive  Employee" shall mean employees of the
                     Company whose annual base salary is $130,000 or more.

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

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

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

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

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

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

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

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

                (t) "SEI" shall mean Southern Energy, Inc., its successors
         and assigns.

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

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

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

                     (ii) The willful  engaging  by Mr.  Miller in conduct
                  that is demonstrably and materially  injurious to the Company,
                  monetarily or otherwise,  including, but not limited to any of
                  the following:
                           (A) any willful act involving fraud or dishonesty
                      in the course of Mr.  Miller's  employment by
                      the Company;
                           (B) the willful carrying out of any activity
                      or the making of any statement which would materially
                      prejudice or impair the good name and standing of the
                      Company,  SEI, Southern or any Southern Subsidiary or
                      would bring the Company,  SEI,  Southern or any other
                      Southern Subsidiary into contempt,  ridicule or would
                      reasonably shock or offend any community in which the
                      Company, SEI, Southern or such Southern Subsidiary is
                      located;
                           (C) attendance  at  work  in  a  state  of
                      intoxication  or otherwise  being found in possession
                      at his workplace of any prohibited drug or substance,
                      possession  of  which  would  amount  to  a  criminal
                      offense;
                           (D) violation of the  Company's  policies on
                      drug and alcohol usage, fitness for duty requirements
                      or similar policies as may exist from time to time as
                      adopted by the Company's safety officer;
                          (E) assault or other act of violence against
                       any person during the course of  employment; or
                          (F)  indictment  of  any  felony  or any
                       misdemeanor involving moral turpitude.

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

                  Notwithstanding the foregoing,  Mr. Miller shall not be deemed
         to have been  terminated  for Cause  unless and until  there shall have
         been  delivered  to him a copy  of a  resolution  duly  adopted  by the
         affirmative  vote  of not  less  than  three  quarters  of  the  entire
         membership  of the Southern  Board at a meeting of the  Southern  Board
         called and held for such purpose (after reasonable notice to Mr. Miller
         and an opportunity for him,  together with counsel,  to be heard before
         the Southern  Board),  finding  that,  in the good faith opinion of the
         Southern  Board,  Mr.  Miller was guilty of conduct  set forth above in
         clause  (i)  or  (ii)  of  this  Paragraph  1.(v)  and  specifying  the
         particulars thereof in detail.

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

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

               (y) "Value  Creation  Plan"  shall  mean the  Southern  Energy
         Resources,  Inc.  Value  Creation  Plan,  or any
         replacement thereto, as such plans may be amended from time to time.

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

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

         2. Severance Benefits.

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

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

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

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

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

            (b) Severance  Benefits.  If Mr. Miller meets the  eligibility
         requirements of Paragraph 2.(a) hereof,  he shall be entitled to a cash
         severance  benefit  in an  amount  equal  to  three  times  his  Annual
         Compensation (the "Severance Amount").  If any portion of the Severance
         Amount  constitutes  an  "excess  parachute  payment"  (as such term is
         defined  under Code Section 280G  ("Excess  Parachute  Payment")),  the
         Company  shall pay to Mr.  Miller an  additional  amount  calculated by
         determining the amount of tax under Code Section 4999 that he otherwise
         would have paid on any Excess  Parachute  Payment  with  respect to the
         Change in Control and dividing  such amount by a decimal  determined by
         adding  the tax rate  under  Code  Section  4999  ("Excise  Tax"),  the
         hospital  insurance  tax under  Code  Section  3101(b)  ("HI  Tax") and
         federal and state  income tax  measured at the highest  marginal  rates
         ("Income Tax") and subtracting such result from the number one (1) (the
         "280G  Gross-up");  provided,  however,  that no 280G Gross-up shall be
         paid unless the Severance Amount plus all other "parachute payments" to
         Mr. Miller under Code Section 280G exceeds three (3) times Mr. Miller's
         "base  amount" (as such term is defined  under Code Section 280G ("Base
         Amount")) by ten percent (10%) or more;  provided  further,  that if no
         280G Gross-up is paid,  the  Severance  Amount shall be capped at three
         (3) times Mr. Miller's Base Amount, less all other "parachute payments"
         (as such term is  defined  under Code  Section  280G)  received  by Mr.
         Miller,  less one dollar (the "Capped  Amount"),  if the Capped Amount,
         reduced by HI Tax and Income Tax,  exceeds  what  otherwise  would have
         been the  Severance  Amount,  reduced by HI Tax,  Income Tax and Excise
         Tax.
                  For purposes of this Paragraph 2.(b), whether any amount would
         constitute an Excess  Parachute  Payment and any other  calculations of
         tax,  e.g.,  Excise Tax, HI Tax,  Income Tax,  etc., or other  amounts,
         e.g., Base Amount,  Capped Amount, etc., shall be determined by the tax
         department of the independent  public  accounting firm then responsible
         for preparing  Southern's  consolidated  federal income tax return, and
         such calculations or  determinations  shall be binding upon the parties
         hereto.

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

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

                     (A) The extended medical  coverage  afforded
                   to Mr. Miller pursuant to Paragraph 2.(c)(i), as well
                   as  the  premiums  to  be  paid  by  Mr.   Miller  in
                   connection  with such coverage shall be determined in
                   accordance  with the terms of the Group  Health  Plan
                   and shall be subject to any  changes in the terms and
                   conditions  of the Group  Health  Plan as well as any
                   future  increases in premiums  under the Group Health
                   Plan.  The  premiums  to be  paid  by Mr.  Miller  in
                   connection  with this extended  coverage shall be due
                   on the first day of each  month;  provided,  however,
                   that if he fails  to pay his  premium  within  thirty
                   (30) days of its due  date,  such  extended  coverage
                   shall be terminated.
                      (B) Any Group Health Plan coverage  provided
                   under  Paragraph  2.(c)(i) shall be a part of and not
                   in addition to any COBRA Coverage which Mr. Miller or
                   his dependent may elect. In the event that Mr. Miller
                   or his dependent  becomes eligible to be covered,  by
                   virtue  of   re-employment   or  otherwise,   by  any
                   employer-sponsored  group  health plan or is eligible
                   for coverage  under any  government-sponsored  health
                   plan  during  the above  period,  coverage  under the
                   Company's  Group Health Plan  available to Mr. Miller
                   or his  dependent  by  virtue  of the  provisions  of
                   Paragraph  2.(c)(i)  shall  terminate,  except as may
                   otherwise  be  required  by  law,  and  shall  not be
                   renewed. (ii) Mr. Miller shall be entitled to receive cash
                    in an amount equal to the  Company's and Mr.
                    Miller's cost of  premiums  for three (3) years of
                    coverage  under the Group  Health  Plan and Group
                    Life  Insurance  Plan in accordance with the terms
                    of such plans as of the date of the Change in
                    Control.

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

                      (i) Stock Option Plan.
                          (A) Any of Mr.  Miller's  Options  and Stock
                      Appreciation  Rights under the Performance Stock Plan
                      (the defined terms of which are  incorporated in this
                      Paragraph    2.(d)(i)   by   reference)   which   are
                      outstanding as of the Termination  Date and which are
                      not then  exercisable and vested,  shall become fully
                      exercisable  and  vested  to the full  extent  of the
                      original grant; provided, that in the case of a Stock
                      Appreciation  Right,  if Mr.  Miller  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 action would result
                      in liability to Mr. Miller under Section 16(b) of the
                      Exchange Act, provided further, that any such actions
                      not taken as a result of the rules of  Section  16(b)
                      of the  Exchange  Act  shall be  effective  as of the
                      first date that such activity  would no longer result
                      in liability under Section 16(b) of the Exchange Act.

                          (B)  The    restrictions    and    deferral
                      limitations   applicable  to  any  of  Mr.   Miller's
                      Restricted  Stock as of the  Termination  Date  shall
                      lapse, and such Restricted Stock shall become free of
                      all  restrictions  and  limitations  and become fully
                      vested  and  transferable  to the full  extent of the
                      original grant.

                          (C)  The    restrictions    and    deferral
                      limitations  and other  conditions  applicable to any
                      other Awards held by Mr. Miller 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.

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

                     (iii)  Value  Creation  Plan.  Any  of  Mr.  Miller's
                  Appreciation Rights or Indexed Rights under the Value Creation
                  Plan  (the  defined  terms of which are  incorporated  in this
                  Paragraph 2.(d)(iii) by reference) which are outstanding as of
                  the  Termination  Date and which are not then  exercisable and
                  vested, shall become fully exercisable and fully 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
                  Mr.  Miller  following his  Termination  Date shall be no less
                  than the Share  Value as of the date of the  Change in Control
                  of  Southern  or  SEI,  as  the  case  may  be.  In  addition,
                  notwithstanding   any  provision  in  this  Agreement  to  the
                  contrary,  Mr. Miller's rights and benefits under the terms of
                  the Value Creation Plan will not be prejudiced by execution of
                  this Agreement.

                     (iv) Other Short Term Incentive Plans. The provisions
                  of this Paragraph  2.(d)(iv)  shall apply if and to the extent
                  that Mr.  Miller is a  participant  in any other  "short  term
                  compensation  plan" not  otherwise  previously  referred to in
                  this  Paragraph  2.(d).  Provided Mr.  Miller is not otherwise
                  entitled  to  a  plan  payout  under  any  change  of  control
                  provisions  of such  plans,  if the "short  term  compensation
                  plan" is in place as of the Termination Date and to the extent
                  Mr.  Miller is entitled to  participate  therein,  Mr.  Miller
                  shall  receive  cash in an amount equal to his award under the
                  Company's   "short  term   incentive   plan"  for  the  annual
                  performance  period in which the  Termination  Date shall have
                  occurred,   at  Mr.  Miller's  target  performance  level  and
                  prorated by the number of months  which have passed  since the
                  beginning   of  the  annual   performance   period  until  his
                  Termination Date. For purposes of this Paragraph 2.(d)(iv) the
                  term "short term incentive  compensation  plan" shall mean any
                  incentive  compensation plan or arrangement adopted in writing
                  by  the  Company   which   provides   for  annual,   recurring
                  compensatory   bonuses  based  upon  articulated   performance
                  criteria.

                     (v) DIC Plan.  Provided Mr. Miller is not entitled to
                  benefits under Article V of the DIC Plan (the defined terms of
                  which  are  incorporated   into  this  Paragraph   2(d)(v)  by
                  reference),  if the DIC Plan is in place through Mr.  Miller's
                  Termination Date and to the extent that Mr. Miller is entitled
                  to participate  therein,  any of Mr. Miller's Awards as of the
                  Termination  Date which are not then vested shall become fully
                  vested and Mr. Miller shall be entitled to receive cash in the
                  amount  equal to Mr.  Miller'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  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.

                     (vi) Omnibus  Incentive  Compensation  Plan. In the
                  event of an initial  public  offering of SEI and the
                  adoption of the Southern Energy,  Inc. Omnibus Incentive
                  Compensation Plan (the "Omnibus Plan"),  Mr. Miller's right
                  to receive incentive  compensation  under the Omnibus Plan
                  in the event of a "change in control," as defined therein,
                  shall be governed by the terms of such Omnibus Plan and
                  the award(s) granted thereunder.

            (e) Payment of Benefits.  Any amounts due under this
         Agreement shall be paid in one (1) lump sum payment as soon
         as  administratively  practicable  following  the  later  of:  (i)  Mr.
         Miller's  Termination  Date,  or (ii)  upon Mr.  Miller's  tender of an
         effective  Waiver and  Release to the  Company in the form of Exhibit A
         attached hereto and the expiration of any applicable  revocation period
         for such waiver. In the event of a dispute with respect to liability or
         amount of any benefit due  hereunder,  an effective  Waiver and Release
         shall be tendered at the time of final  resolution  of any such dispute
         when payment is tendered by the Company. Effective May 10, 2000, if the
         Company  fails or refuses to make  payments  under the  Agreement,  Mr.
         Miller  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 the Company
         and SEI. Mr.  Miller's right to payment is not increased as a result of
         this SEI  Guarantee.  He has the same right to  payment  from SEI as he
         would have from the Company.  Any demand to enforce this SEI  Guarantee
         should be made in writing and should reasonably and briefly specify the
         manner and the amount the Company 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.

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

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

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

            (i) Non-qualified  Retirement and Deferred Compensation Plans.
         The Parties agree that subsequent to a Change in Control, any claims by
         Mr.  Miller  for  benefits  under  any of the  Company's  non-qualified
         retirement  or deferred  compensation  plans shall be resolved  through
         binding  arbitration  in accordance  with the provisions and procedures
         set  forth in  Paragraph  5 hereof  and if any  material  issue in such
         dispute is finally  resolved in Mr. Miller's  favor,  the Company shall
         reimburse Mr.  Miller's legal fees in the manner  provided in Paragraph
         2.(g) hereof.

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

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

    5. Arbitration.
           (a)  Any  dispute,  controversy  or  claim  arising  out of or
       relating to the Company's  obligations to pay severance  benefits under
       this Agreement,  or the breach  thereof,  shall be settled and resolved
       solely by  arbitration in accordance  with the  Commercial  Arbitration
       Rules  of  the  American  Arbitration  Association  ("AAA")  except  as
       otherwise  provided  herein.  The  arbitration  shall  be the  sole and
       exclusive forum for resolution of any such claim for severance benefits
       and the arbitrators'  award shall be final and binding.  The provisions
       of this  Paragraph 5 are not  intended to apply to any other  disputes,
       claims or  controversies  arising out of or  relating  to Mr.  Miller's
       employment by the Company or the termination thereof.

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

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

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

           (e) The  arbitration  filing fee shall be paid by Mr.  Miller.
       All other costs of arbitration shall be borne equally by Mr. Miller and
       the Company,  provided,  however, that the Company shall reimburse such
       fees and costs in the  event  any  material  issue in such  dispute  is
       finally  resolved in Mr.  Miller's  favor and Mr.  Miller is reimbursed
       legal fees under Paragraph 2.(g) hereof.

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

          (g) The  parties  agree that  nothing in this  Paragraph  5 is
       intended to preclude  any court  having  jurisdiction  from issuing and
       enforcing  in any lawful  manner  such  temporary  restraining  orders,
       preliminary injunctions, and other interim measures of relief as may be
       necessary to prevent harm to a party's interests or as otherwise may be
       appropriate pending the conclusion of arbitration  proceedings pursuant
       to this Agreement regardless of whether an arbitration proceeding under
       this  Paragraph 5 has begun.  The parties  further  agree that  nothing
       herein  shall  prevent any court from  entering  and  enforcing  in any
       lawful manner such judgments for permanent  equitable  relief as may be
       necessary to prevent harm to a party's interests or as otherwise may be
       appropriate  following the issuance of arbitral awards pursuant to this
       Agreement.

    6. Miscellaneous.
          (a) Funding of Benefits.  Unless the Board,  in its discretion
       shall  determine  otherwise,  the benefits  payable to Mr. Miller under
       this  Agreement  shall not be funded in any manner and shall be paid by
       the Company out of its general assets,  which assets are subject to the
       claims of the Company's creditors.

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

          (c) Assignment.  Mr. Miller shall have no rights to sell,
       assign,  transfer,  encumber,  or otherwise convey the
       right to receive the payment of any benefit due hereunder,
       which payment and the rights thereto are expressly  declared to be
       nonassignable and nontransferable. Any attempt to do so shall be null
       and void and of no effect.

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

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

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


<PAGE>


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

                                              THE SOUTHERN COMPANY


                                     By:      _______________________________


                                              SOUTHERN ENERGY RESOURCES, INC.


                                     By:      _______________________________


                                              SOUTHERN ENERGY, INC.


                                    By:      _________________________________

                                             MR. MILLER


                                             --------------------------------
                                             /s/ Douglas L. Miller
                                             Douglas L. Miller


<PAGE>





28


                                    Exhibit A

                           CHANGE IN CONTROL AGREEMENT

                               Waiver and Release


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


<PAGE>


                          CHANGE IN CONTROL AGREEMENT

                               Waiver and Release


         I,  Douglas L.  Miller,  understand  that I am  entitled to receive the
severance  benefits  described  in Section 2 of the Change in Control  Agreement
(the "Agreement") if I execute this Waiver and Release ("Waiver").  I understand
that the benefits I will receive  under the  Agreement  are in excess of those I
would have received  from The Southern  Company and Southern  Energy  Resources,
Inc. (collectively, the "Company") if I had not elected to sign this Waiver.

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

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

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

         In signing this Waiver, I am not releasing claims to benefits that I am
already entitled to under any workers' compensation laws or under any retirement
plan or welfare  benefit  plan  within the  meaning of the  Employee  Retirement
Income Security Act of 1974, as amended, which is sponsored by or adopted by the
Company and/or any of its direct or indirect subsidiaries; however, I understand
and  acknowledge  that  nothing  herein is intended to or shall be  construed to
require the Company to  institute or continue in effect any  particular  plan or
benefit  sponsored by the Company and the Company  hereby  reserves the right to
amend or terminate any of its benefit  programs at any time in  accordance  with
the procedures set forth in such plans.

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

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

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

         I understand that I may revoke this Waiver at any time during the seven
(7) calendar day period after I sign and deliver this Waiver to the Company.  If
I revoke  this  Waiver,  I must do so in writing  delivered  to the  Company.  I
understand  that this Waiver is not effective until the expiration of this seven
(7) calendar day  revocation  period.  I understand  that upon the expiration of
such seven (7) calendar day revocation period this entire Waiver will be binding
upon me and will be irrevocable.

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

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



                                                      /s/ Douglas L. Miller
                                                      Douglas L. Miller

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


Notary Public

My Commission Expires:


(Notary Seal)

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

By:
         -----------------------------------

Date:    -----------------------------------
         -----------------------------------