Exhibit 10.2


                              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
Company Services, Inc. (the "Company") and Mr. David M. Ratcliffe ("Mr.
Ratcliffe") (hereinafter collectively referred to as the "Parties") is effective
November 16, 2006. This Agreement amends and restates the Amended and Restated
Change in Control Agreement entered into by Mr. Ratcliffe, Southern and the
Company, effective June 1, 2004.

                                   WITNESSETH:

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

         WHEREAS, the Company wishes to provide to Mr. Ratcliffe certain
severance benefits under certain circumstances following a change in control (as
defined herein) of Southern or the Company;

         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


                            ARTICLE I - DEFINITIONS.

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

1.1 "Annual Compensation" shall mean Mr. Ratcliffe's Base Salary plus Target
Bonus under the Company's Short Term Bonus Plan and Long Term Bonus Plan.

1.2 "Base Salary"  shall mean Mr.  Ratcliffe's  highest  annual base salary rate
during the twelve (12) month period immediately preceding the date the Change in
Control is Consummated.

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

1.4 "Benefit Index" shall mean the Hewitt  Associates'  Benefit Index(r),  or if
such index is no longer available, cannot be used, or if pursuant to Section 1.5
hereof  another  Benefits   Consultant  has  been  chosen  by  the  Compensation
Committee, such other comparable index utilized by the Benefits Consultant.

1.5 "Benefits  Consultant" shall mean Hewitt Associates or such other nationally
recognized  employee benefits  consulting firm as shall be designated in writing
by the  Compensation  Committee upon the  occurrence of a Preliminary  Change in
Control that would result in a Subsidiary Change in Control.

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

1.7 "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




1.8        "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 1.8(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 a
                       Southern Subsidiary, 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) or (C) of
                       Section 1.8(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

                                     3


        (iii)   The 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  hold  Beneficial  Ownership,  directly  or
                 indirectly, of 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
                 Business Combination 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 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

                                       4


             (C) at  least a  majority  of the  members  of the  board of
                 directors  of Surviving  Company  were  members  of the
                 Incumbent  Board  on the  date of the Preliminary Change in
                 Control.

        (b) with respect to the 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 the
                Company;  provided,  however, that for purposes of this
                Section  1.8(b)(i),  any  acquisition  by Mr.  Ratcliffe,  any
                other employee of Southern or a Southern Subsidiary, 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 the  Company ("Company Business Combination"),  in each case,
                unless,  following such Company Business  Combination,
                Southern or a Southern  Subsidiary  Controls the corporation
                surviving or resulting from such Company Business Combination;
                or

         (iii)  The  Consummation  of  the  sale  or  other  disposition  of
                all or substantially  all of the assets of the Company to an
                entity which Southern or a Southern Subsidiary does not Control
                ("Subsidiary Change in Control").

1.9 "COBRA Coverage" shall mean any continuation coverage to which Mr. Ratcliffe
or his dependents may be entitled pursuant to Code Section 4980B.

                                       5



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

1.11 "Common Stock" shall mean the common stock of Southern.

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

1.13 "Compensation Committee" shall mean the Compensation and Management
Succession Committee of the Southern Board.

1.14  "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.

1.15 "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.

1.16 "Economic Equivalent" or "Economic Equivalence" shall have the meaning set
forth in Section 1.23(f) hereof.

                                       6




1.17  "Employee Outplacement Program" shall mean the program established by
the Company from time to time for the purpose of assisting employees in finding
employment outside of the 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.

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

1.19 "Company Business Combination" shall have the meaning set forth in
Section 1.8(b)(ii) hereof.

1.20 "Equity Based Bonus Plan" shall mean a plan or arrangement that provides
for the grant to participants of stock options, restricted stock, stock
appreciation rights, phantom stock, phantom stock appreciation rights or any
other similar rights the terms of which provide a participant with the
potential to receive the benefit of any increase in value of the underlying
equity or notional amount (e.g., number of phantom shares) from the date of
grant through a subsequent date.

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

1.22 "Executive Employee" shall mean those employees of the Company of Grade
Level 10 or above.

                                       7


1.23 "Good Reason" shall mean, without Mr. Ratcliffe's express written consent,
after written notice to the Company, and after a thirty (30) day opportunity
for the Company to cure, the continuing occurrence of any of the events
described in Subsections (a)(i), (b)(i), (c)(i), (d)(i) or (d)(ii) of this
Section 1.23. In the case of Mr. Ratcliffe claiming benefits under this
Agreement upon a Subsidiary Change in Control, the foregoing notice and
opportunity to cure will be satisfied if Mr. Ratcliffe provides to the
Compensation Committee a copy of his written offer of employment by the
acquiring company within thirty (30) days of such offer along with a written
explanation describing how the terms of such offer satisfy the requirements of
Subsections (a)(ii), (b)(ii), (c)(ii), (d)(iii) or (e) of this Section 1.23. The
Compensation Committee shall make a determination of whether such written offer
of employment satisfies the requirements of Sections 1.23(a)(ii), (b)(ii),
(c)(ii), (d)(iii) or (e) hereof upon consultation with the Benefits Consultant
and shall notify Mr. Ratcliffe of its decision within thirty (30) days of
receipt of Mr. Ratcliffe's written offer of employment. Any dispute regarding
the Compensation Committee's decision shall be resolved in accordance with
Article III hereof.

        (a) Inconsistent Duties.

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

                (ii)  Subsidiary Change in Control. In the event of a Subsidiary
      Change in Control, Good Reason shall exist if Mr. Ratcliffe is
      offered employment with the acquiring employer with a job
      title, duties and status which are materially and

                                       8


      detrimentally lower than Mr. Ratcliffe's job title, duties and
      status in effect at the Company as of the date the offer of
      employment is received.

        (b) Reduced Compensation.

              (i) Change in Control. A reduction of five percent (5%) or more by
                  the Company in any of the following amounts of compensation
                  expressed in subparagraphs (A), (B) or (C) hereof, except for
                  a less than ten percent (10%), across-the-board reduction in
                  such compensation amounts similarly affecting ninety-five
                  percent (95%) or more of the Executive Employees eligible for
                  such compensation:

                (A) Mr. Ratcliffe's Base Salary;

                (B) the sum of Mr. Ratcliffe's Base Salary plus Target Bonus
                    under the Company's Short Term Bonus Plan, as in effect on
                    the day immediately preceding the day the Change in Control
                    is Consummated; or

                (C) the sum of Mr. Ratcliffe's Base Salary plus Target Bonus
                    under the Company's Short Term Bonus Plan and Long Term
                    Bonus Plan plus the Target Bonus under the Company's Equity
                    Based Bonus Plan, each of which as in effect on the day
                    immediately preceding the day the Change in Control is
                    Consummated.

              (ii)Subsidiary Change in Control. In the event of a Subsidiary
                  Change in Control, Good Reason shall exist if Mr. Ratcliffe is
                  offered Base Salary, Target Bonus under the acquiring
                  company's Short Term Bonus Plan and Long Term Bonus Plan and

                                       9


                  Target Bonus under the acquiring company's Equity Based Bonus
                  Plan that, in the aggregate, is less than ninety percent (95%)
                  of Mr. Ratcliffe's Base Salary plus Target Bonus under the
                  Company's Short Term Bonus Plan and Long Term Bonus Plan, plus
                  Target Bonus under the Company's Equity Based Bonus Plan, each
                  of which as in effect on the day the offer of employment is
                  received;

        (c) Relocation.

             (i) Company.  A change in Mr.  Ratcliffe's work location to a
                 location more than fifty (50) miles from the facility  where
                 Mr.  Ratcliffe was located on the day immediately  preceding
                 the day the Change in Control is Consummated,  unless
                 such new work location is within fifty (50) miles of Mr.
                 Ratcliffe's  principal place of  residence  on the day
                 immediately  preceding  the day the  Change  in
                 Control is Consummated.  The acceptance,  if any, by Mr.
                 Ratcliffe of employment by the  Company at a work  location
                 which is outside  the fifty mile radius set forth in this
                 Section 1.23(c) shall not be a waiver of Mr.  Ratcliffe's
                 right to refuse subsequent transfer by the Company to a
                 location which is more than fifty (50)  miles  from  Mr.
                 Ratcliffe's  principal  place  of  residence  on the day
                 immediately  preceding  the day the Change in Control is
                 Consummated,  and such subsequent nonconsensual transfer
                 shall be "Good Reason" under this Agreement;

            (ii) Subsidiary  Change in Control.  In the case of a Subsidiary
                 Change in Control,  Good Reason shall exist if Mr.
                 Ratcliffe's  work  location  under the terms of the offer of
                 employment from the acquiring  employer is more than fifty
                (50) miles from Mr.  Ratcliffe's work location at the Company
                 as of the date the offer of employment by the acquiring
                 employer is received.


                                       10





    (d)  Benefits and Perquisites.

     (i)  Change in Control - Retirement and Welfare Benefits. The taking of any
          action by the  Company  that  would  directly  or  indirectly  cause a
          Material Reduction in the Retirement and Welfare Benefits to which Mr.
          Ratcliffe  is  entitled  under the  Company's  Retirement  and Welfare
          Benefit  plans in which Mr.  Ratcliffe  was  participating  on the day
          immediately preceding the day the Change in Control is Consummated.

     (ii) Vacation  and Paid Time Off. The failure by the Company to provide Mr.
          Ratcliffe  with the number of paid  vacation  days or, if  applicable,
          paid time off days to which Mr.  Ratcliffe is entitled on the basis of
          years of service  with the Company in  accordance  with the  Company's
          normal  vacation  policy  or the  paid  time  off  program  (whichever
          applicable)  in effect on the day  immediately  preceding  the day the
          Change in Control is Consummated (except for across-the-board vacation
          policy  or  paid  time  off  program  changes  or  policy  or  program
          terminations similarly affecting at least ninety-five percent (95%) of
          all Executive Employees of the Company).

     (iii)Subsidiary Change in Control.  In the event of a Subsidiary Change in
          Control, Good Reason shall exist if Mr. Ratcliffe is offered a package
          of Retirement and Welfare  Benefits by the acquiring  employer that is
          not Economically Equivalent,  as determined under Sections 1.23(f) and
          (g) hereof.

                                       11


(e)       Adoption of Severance Agreement. In the event of a Subsidiary
          Change in Control, Good Reason shall exist if the offer of
          employment by the acquiring employer does not include an
          agreement to enter into a severance agreement substantially in
          the form of Exhibit B attached hereto.

(f)       Economic Equivalence. For purposes of Section 1.23(d)(iii)
          above, an acquiring employer's package of Retirement and
          Welfare Benefits shall be considered Economically Equivalent
          if, in the written opinion of the Benefits Consultant, the
          anticipated, employer-provided value of what Mr. Ratcliffe is
          expected to derive from the acquiring employer's Retirement
          and Welfare Benefits is equal to or greater than ninety
          percent (90%) of such value Mr. Ratcliffe would have derived
          from the Company's Retirement and Welfare Benefits using the
          Benefit Index.

(g)       Benefit Index Guidelines. For purposes of Section 1.23(f)
          above, the following guidelines shall be followed by the
          Company, the acquiring employer and the Benefits Consultant in
          the performance of the Benefit Index calculations:

     (i)  Upon a Preliminary  Change in Control that if Consummated would result
          in a  Subsidiary  Change in Control,  the  Company  and the  acquiring
          employer  shall  provide to the  Benefits  Consultant  the  applicable
          benefit  plan  provisions  for the plan year in which  the  Subsidiary
          Change in Control is  anticipated  to occur.  Plan  provisions for the
          immediately  preceding  plan  year  may be  provided  if the  Benefits
          Consultant  determines  that  there have been no changes to such plans
          that  would   materially   affect  the   determination   of   Economic
          Equivalence. If the acquiring employer's relevant plan provisions have

                                       12


          not  previously  been  included in the Benefits  Consultant's  Benefit
          Index database,  the acquiring  employer shall provide to the Benefits
          Consultant  such plan  information  as the Benefits  Consultant  shall
          request in writing as soon as practicable  following such request. The
          Compensation  Committees  shall  take  such  action  as is  reasonably
          required  to  facilitate  the  transfer of such  information  from the
          acquiring employer to the Benefits Consultant.

     (ii) The standard  Benefit Index  assumptions  for the plan year from which
          the plan provisions are taken shall be used.

     (iii)The Company shall provide to the Benefit  Consultant  actual data for
          its Employees.

     (iv) The   determination  of  whether  or  not  the  acquiring   employer's
          Retirement  and Welfare  Benefits are  Economically  Equivalent to the
          Retirement  and  Welfare  Benefits  provided to Mr.  Ratcliffe  by the
          Company  shall be determined on an aggregate  basis.  All  assessments
          shall consider all benefits in total and no  individual-by-individual,
          plan-by-plan determination of Economic Equivalence shall be made.

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

1.25 "Group Health Plan" shall mean the group health plan covering Mr.
Ratcliffe, as such plan may be amended from time to time.

1.26 "Group Life Insurance Plan" shall mean the group life insurance plan
covering Mr. Ratcliffe, as such plan may be amended from time to time.

                                       13


1.27 "Incumbent Board" shall mean those individuals who constitute the Southern
Board as of February 23, 2006, 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 February 23, 2006
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.

1.28 "Long Term Bonus Plan" shall mean any bonus type plan or
arrangement designed to provide incentive based compensation to participants
upon the achievement of objective or subjective goals that measure performance
over a period of more than twelve months.

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

1.30 "Material Reduction" shall mean (i) any change in a retirement plan or
arrangement  that has the effect of reducing the present  value of the projected
benefits to be provided to Mr.  Ratcliffe by five percent (5%) or more, (ii) any
five  percent  (5%) or more  reduction  in  medical,  health  and  accident  and
disability  benefits  as a  percentage  of premiums  or premium  equivalents  in
accordance  with the Company's  prior  practice as measured over a period of the
three previous plan years from the date the Change in Control is Consummated, or
(iii) any five percent (5%) or more  reduction in employer  matching  funds as a
percentage of
                                       14


employee contributions in accordance with the Company's prior practice measured
over a period of the previous three plan years from the date the Change in
Control is Consummated.

1.31 "Omnibus Plan" shall mean the Southern Company Omnibus Incentive
Compensation Plan, and the Design and Administrative Specifications duly adopted
thereunder, as in effect on the date a Change in Control is Consummated.

1.32 "Pension Plan" shall mean The Southern Company Pension Plan or any
successor thereto, as in effect on the date a Change in Control is Consummated.

1.33 "Performance Dividend Program" or "PDP" shall mean the Performance Dividend
Program under the Omnibus Plan or any replacement thereto, as in effect on the
date a Change in Control is Consummated.

1.34 "Performance Pay Program" or "PPP" shall mean the Performance Pay Program
under the Omnibus Plan or any replacement thereto, as in effect on the date a
Change in Control is Consummated.

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

1.36 "Preliminary  Change in Control"  shall mean the  occurrence of any
of the following as  administratively determined by the Southern Committee.

   (a)    Southern or the Company has entered into a written agreement, such as,
          but not limited to, a letter of intent,  which, if Consummated,  would
          result in a Change in Control;

                                       15


   (b)    Southern, the Company or any Person publicly announces an intention to
          take or to consider taking actions which, if Consummated, would result
          in a Change of Control under circumstances where the Consummation of
          the announced action or intended action is legally and financially
          possible;

   (c)    Any Person achieves the Beneficial Ownership of fifteen percent (15%)
          or more of the Common Stock; or

   (d)    The Southern Board or the Board of Directors has declared that a
          Preliminary Change of Control has occurred.

1.37 "Retirement and Welfare Benefits" shall mean benefits provided by the
following types of plans and arrangements: pension plans, defined contribution
plans (matched savings, profit sharing, money purchase, ESOP, and similar plans
and arrangements), plans providing for death benefits while employed or retired
(life insurance, survivor income, and similar plans and arrangements), plans
providing for short-term disability benefits (including accident and sick time),
plans providing for long-term disability benefits, plans providing health-care
benefits (including reimbursements during active employment or retirement
related to expenses for medical, vision, hearing, dental, and similar plans and
arrangements).

1.38 "Separation Date" shall mean the date on which Mr. Ratcliffe's employment
with the Company is terminated; provided, however, that solely for purposes of
Section 2.2(c) hereof, if, upon termination of employment with the Company, Mr.
Ratcliffe is deemed to have retired pursuant to the provisions of Section 2.3
hereof, Mr. Ratcliffe's Separation Date shall be the effective date of his
retirement pursuant to the terms of the Pension Plan.

                                       16


1.39 "Short Term Bonus Plan" shall mean any bonus type plan or arrangement
designed to provide incentive based compensation to participants upon the
achievement of objective or subjective goals that measure performance over a
period of twelve months or less.

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

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

1.42 "Southern Committee" shall mean the committee comprised of the Chairman of
the Southern Board, the Chief Financial Officer of Southern and the General
Counsel of Southern.

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

1.44 "Subsidiary Change in Control" shall have the meaning set forth in Section
1.8(b)(iii) hereof.

1.45 "Target Bonus" shall mean the amount of incentive
compensation expressed as either a percent of salary or pay, an expected dollar
amount, the number of awards granted or such other quantifiable measure to
determine the amount to be paid or awards granted under the terms of the
respective Short Term Bonus Plan, Long Term Bonus Plan or Equity Based Bonus
Plan, as used by the Company or respective acquiring employer to measure the
market competitiveness of its employee compensation programs.

1.46 "Termination for Cause" or "Cause" shall mean Mr. Ratcliffe's termination
of employment with the Company upon the occurrence of any of the following:

     (a)  The willful and continued  failure by Mr.  Ratcliffe to  substantially
          perform  his duties  with the  Company  (other  than any such  failure

                                       17


          resulting  from  Mr.   Ratcliffe's   Total   Disability  or  from  Mr.
          Ratcliffe's  retirement  or any such  actual  or  anticipated  failure
          resulting from  termination by Mr.  Ratcliffe 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 Mr. Ratcliffe has not  substantially
          performed his duties; or

     (b)  The willful  engaging by Mr. Ratcliffe in conduct that is demonstrably
          and  materially  injurious to the 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 Mr.
          Ratcliffe's employment by the Company;

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

          (iii)  attendance by Mr.  Ratcliffe 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 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;


                                       18


          (v)  assault or other act of  violence  by Mr.  Ratcliffe  against any
          person during the course of employment;  or

          (vi) Mr. Ratcliffe's indictment for any felony or any misdemeanor
          involving moral turpitude.

                  No act or failure to act by Mr. Ratcliffe shall be deemed
         "willful" unless done, or omitted to be done, by Mr. Ratcliffe 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. Ratcliffe shall not be
          deemed to have been terminated for Cause unless and until there shall
          have been delivered to him a copy of a resolution duly adopted by the
          affirmative vote of the majority of the Southern Board at a meeting
          called and held for such purpose (after reasonable notice to Mr.
          Ratcliffe 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. Ratcliffe was guilty of conduct set
          forth in Section 1.46(a) or (b) hereof and specifying the particulars
          thereof in detail.

1.47 "Total Disability" shall mean total disability under the terms of the
Pension Plan.

1.48 "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.

1.49 "Waiver and Release" shall mean the Waiver
and Release substantially in the form of Exhibit A attached hereto.

1.50 "Year of Service" shall mean an Employee's Months of Service divided by
twelve (12) rounded to the nearest whole year, rounding up if the remaining
number of months is seven (7) or greater and rounding down if the remaining
number of months is less than seven (7). If an Employee has a break in his

                                       19


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 II - SEVERANCE BENEFITS

2.1      Eligibility.

  (a)   Except as otherwise provided herein, if Mr. Ratcliffe's
        employment is involuntarily terminated by the Company at any
        time during the two year period following a Change in Control
        of Southern or the Company for reasons other than Cause or if
        Mr. Ratcliffe voluntarily terminates his employment with the
        Company for Good Reason at any time during the two year period
        following a Change in Control of Southern or the Company, he
        shall be entitled to receive the benefits described in Section
        2.2 hereof, subject to the terms and conditions described in
        this Article II.

  (b)   Limits on Eligibility. Notwithstanding anything to the
        contrary herein, Mr. Ratcliffe shall not be eligible to
        receive benefits under this Plan if Mr. Ratcliffe :

        (i)    is not actively at work on his Separation Date, unless Mr.
        Ratcliffe is capable of returning to work within twelve (12)
        weeks of the beginning of any leave of absence from work;

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

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

                                       20



        (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;

        (v)     accepts the transfer of his employment to any employer (or its
        affiliate) that acquires all or substantially all of the
        assets of a Southern Subsidiary or the Company and becomes an
        employee of any such employer (or its affiliate) following
        such acquisition (provided, however, that if Mr. Ratcliffe
        would otherwise have been entitled to severance benefits under
        this Agreement but for this Section 2.1(b)(v), Mr. Ratcliffe
        shall be eligible for benefits under this Agreement except for
        those outplacement, severance and welfare benefits described
        in Sections 2.2(a), (b) and (c) hereof);

        (vi)    is involuntarily separated from service with the Company after
        refusing an offer of employment by Southern or a Southern
        Subsidiary, under circumstances where the terms of such offer
        would not have amounted to Good Reason for voluntary
        termination of employment from the Company by comparing each
        item of compensation and benefits of such offer of employment
        as set forth in Section 1.23(a)(i), (b)(i), (c)(i), (d)(i) and
        (d)(ii) above, with such items of compensation and benefits to
        which he is entitled at the Company as of the day immediately
        preceding the day of such offer of employment;

        (vii)   refuses an offer of employment by an acquiring employer in a
        Subsidiary Change in Control under circumstances where such

                             21


        offer does not provide Good Reason under the requirements of
        Section 1.23(a)(ii), (b)(ii), (c)(ii), (d)(iii) or (e) hereof.

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

2.2      Severance  Benefits.  Upon the Company's  receipt of an effective
Waiver and Release,  Mr. Ratcliffe shall be entitled to receive the following
severance benefits:

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

        (b) Severance Amount. Mr. Ratcliffe shall be paid in cash 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. Ratcliffe 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


                                       22


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.  Ratcliffe  under Code Section 280G
exceeds three (3) times Mr.  Ratcliffe'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. Ratcliffe's Base Amount, less all
other  "parachute  payments"  (as such term is defined  under Code Section 280G)
received by Mr.  Ratcliffe,  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 Section 2.2(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 a
nationally recognized firm specializing in federal income taxes as
selected by the Compensation Committee, and such calculations or
determinations shall be binding upon Mr. Ratcliffe, Southern and the
Company.

        (c)  Welfare Benefit.

     (i) Except as  provided  in Section  2.3  hereof,  Mr.  Ratcliffe  shall be
eligible to participate  in the Company's  Group Health Plan for a period of six
(6) months for each of Mr. Ratcliffe's Years of Service,  not to exceed a period
of five (5) years,  beginning on the first day of the first month  following Mr.
Ratcliffe's Separation Date unless otherwise specifically provided under

                               23


such  plan,  upon Mr.  Ratcliffe's  payment of both the  Company's  and Mr.
Ratcliffe's  premium under such plan.  Mr.  Ratcliffe  shall also be entitled to
elect  coverage  under  the  Group  Health  Plan  for  his  dependents  who  are
participating in the Group Health Plan on Mr.  Ratcliffe's  Separation 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. Ratcliffe's  extended medical coverage under this Section 2.2(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 Mr. Ratcliffe  pursuant to
this  Section  2.2(c) as well as the  premiums  to be paid by Mr.  Ratcliffe  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.  Ratcliffe  in
connection  with this  extended  coverage  shall be due on the first day of each
month; provided,  however, that if Mr. Ratcliffe fails to pay his premium within
thirty (30) days of its due date, his extended coverage shall be terminated.

     (iii) Any Group Health Plan  coverage  provided  under this Section  2.2(c)
shall be a part of and not in addition to any COBRA Coverage which Mr. Ratcliffe
or his  dependent  may elect.  In the event that Mr.  Ratcliffe or his dependent
becomes eligible to be covered, by virtue of re-employment or otherwise,  by any

                                       24


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.  Ratcliffe  or his  dependent by
virtue of the  provisions  of this  Article  II shall  terminate,  except as may
otherwise be required by law, and shall not be renewed.  It shall be the duty of
Mr.  Ratcliffe to inform the Company of his  eligibility  to  participate in any
such health plan.

     (iv) Except as  otherwise  provided in Section  2.3 hereof,  regardless  of
whether Mr. Ratcliffe elects the extended  coverage  described in Section 2.2(c)
hereof,  the  Company  shall pay to Mr.  Ratcliffe  a cash  amount  equal to the
Company's and Mr.  Ratcliffe's  cost of premiums for three (3) 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 2.2(d) shall
apply to any equity based awards under the Omnibus Plan, the defined terms
of which are incorporated in this Section 2.2(d) by reference.

     (i)  Any  of  Mr.  Ratcliffe's   Options  and  Stock  Appreciation   Rights
outstanding as of the Separation Date which are not then exercisable and vested,
shall become fully exercisable and vested; provided, that in the case of a Stock
Appreciation Right, if Mr. Ratcliffe is subject to Section 16(b) of the Exchange
Act, such Stock Appreciation Right shall not become fully vested and exercisable
at such time if such actions  would result in liability to Mr.  Ratcliffe  under
Section  16(b) of the Exchange Act,  provided  further that any such actions not

                                       25


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 Mr.
Ratcliffe's  Restricted  Stock and  Restricted  Stock Units as of the Separation
Date shall lapse,  and such  Restricted  Stock and Restricted  Stock Units shall
become free of all  restrictions  and  limitations  and become  fully vested and
transferable.

   (e) Performance Pay Program. The provisions of this Section 2.2(e) shall
apply to the Performance Pay Program under the Omnibus Plan, the defined terms
of which are incorporated in this Section 2.2(e) by
reference. Provided Mr. Ratcliffe is not entitled to a Cash-Based Award under
the PPP, if the PPP is in place as of Mr. Ratcliffe's Separation Date and to the
extent Mr. Ratcliffe is entitled to participate therein, Mr. Ratcliffe shall be
entitled to receive cash in an amount equal to a prorated payout of his
Cash-Based Award under the PPP for the performance period in which the
Separation Date shall have occurred, at target performance under the PPP and
prorated by the number of months which have passed since the beginning of the
performance period until the Separation Date.

   (f)  Performance  Dividend  Program.  The provisions of this Section 2.2(f)
shall apply to the Performance  Dividend Program, the defined terms of which are
incorporated in this Section 2.2(f) by reference.  Provided Mr. Ratcliffe is not
entitled to a Cash-Based Award under the PDP, if the PDP is in place through Mr.
Ratcliffe's  Separation  Date and to the extent Mr.  Ratcliffe  is  entitled  to
participate  therein,  Mr.  Ratcliffe shall be entitled to receive cash for each


                                       26



such  Cash-Based  Award  under  the PDP held as of such  date  based on a payout
percentage  of the  greater of 50% or actual  performance  under the PDP for the
performance period in which the Separation Date shall have occurred, and the sum
of the quarterly  dividends declared on the Common Stock in the performance year
of and prior to the Separation Date. For purposes of this Section 2.2(f), payout
of each  Cash-Based  Award  under  the PDP shall be based  upon the  performance
measurement  period that would otherwise have ended on December 31st of the year
in which  Mr.  Ratcliffe's  Separation  Date  occurs,  all other  remaining  PPP
performance  measurement  periods shall terminate with respect to Mr.  Ratcliffe
and no payment to Mr. Ratcliffe shall be made with respect thereto.

     (g) Other Short Term  Incentives  Under the Omnibus Plan. The provisions of
this Section 2.2(g) shall apply to Performance Unit or Performance  Share awards
under the Omnibus Plan.  Provided Mr.  Ratcliffe is not otherwise  entitled to a
Performance  Unit/Share  award under the Omnibus Plan,  Mr.  Ratcliffe  shall be
entitled to receive cash in an amount equal to a prorated payout of the value of
his Performance Units and/or  Performance  Shares for the performance  period in
which the  Separation  Date  shall  have  occurred,  at target  performance  and
prorated by the number of months  which have passed  since the  beginning of the
performance period until the Separation Date.

     (h) Other Short-Term Incentive Plans. The provisions of this Section 2.2(h)
shall apply to Mr. Ratcliffe to the extent that he, 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 2.2.  Provided Mr.  Ratcliffe is not  otherwise  entitled to a plan

                                       27



payout under any change in control  provisions of such plans, if the "short term
incentive compensation plan" is in place through Mr. Ratcliffe's Separation Date
and to the  extent  Mr.  Ratcliffe  is  entitled  to  participate  therein,  Mr.
Ratcliffe  shall be  entitled  to receive  cash in an amount  equal to his award
under the  Company's  "short term  incentive  compensation  plan" for the annual
performance  period in which the  Separation  Date shall have  occurred,  at Mr.
Ratcliffe's  target performance level and prorated by the number of months which
have passed  since the  beginning  of the annual  performance  period  until the
Separation  Date.  For  purposes of this  Section  2.2(h),  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  to  participants   based  upon   articulated
performance  criteria,  and  which  have  been  identified  by the  Compensation
Committee and listed on Exhibit B hereto, which may be amended from time to time
to  reflect  plan  additions,   terminations   and  amendments.

        (i) Pro  rata  Calculation.  For  purposes  of  calculating  any  pro
rata Cash-Based  Awards under Section 2.2(e),  (f), (g) and (h) hereof, a month
shall not be considered if the  determining  event occurs on or before the 14th
day of the month, and a month shall be considered if the determining event
occurs on or  after the 15th day of the month.

        (j) No Duplicate Benefits.  Notwithstanding anything in this
Section 2.2 to the  contrary,  in the event that Mr.  Ratcliffe  has received
or is entitled to receive a  Cash-Based  Award  under the PPP or the PDP as
determined  under the provisions of the Southern  Company Change in Control
Benefits  Protection Plan (the "BPP") for the Performance Period which includes
Mr. Ratcliffe's Separation Date,  then the  amount of any such  Cash-Based

                                       28


Award  under this Plan shall be reduced  dollar-for-dollar  by any such amount
received or to be received under the BPP.

2.3 Coordination with Retiree Medical and Life Insurance Coverage.
Notwithstanding anything to the contrary above, if Mr. Ratcliffe is otherwise
eligible to retire pursuant to the terms of the Pension Plan, he shall be deemed
to have retired for purposes of all employee benefit plans sponsored by the
Company of which Mr. Ratcliffe is a participant. If Mr. Ratcliffe is deemed to
have retired in accordance with the preceding sentence, he shall not be eligible
to receive the benefits described in Section 2.2(c) hereof if, upon his
Separation Date, Mr. Ratcliffe 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.

2.4 Payment of Benefits.

  (a)     Except as otherwise provided in Section 2.4(b) hereof, the total
          amount payable under this Article II shall be paid to Mr. Ratcliffe in
          one (1) lump sum payment within two (2) payroll periods of the later
          of the following to occur: (a) Mr. Ratcliffe's Separation Date, or (b)
          the tender to the Company by Mr. Ratcliffe 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 Company.

  (b)     Notwithstanding anything to the contrary in Section 2.4(a) above, if
          the Compensation Committee determines that it is necessary to delay
          any payment under this Article II in order to avoid any tax liability
          pursuant to Code Section 409A(a)(1), such payment shall be delayed for

                                       29


          the period set forth in Section 409A(a)(2)(B)(i) and such delayed
          payment shall bear a reasonable rate of interest as determined by the
          Compensation Committee.

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

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

2.7 No Mitigation. Mr. Ratcliffe shall have no duty or obligation to seek other
employment following his Separation Date and, except as otherwise provided in
Subsection 2.1(b) hereof, the amounts due Mr. Ratcliffe hereunder shall not be
reduced or suspended if he accepts such subsequent employment.

2.8 Non-qualified Retirement and Deferred Compensation Plans. Subsequent to a
Change in Control, any claims by Mr. Ratcliffe 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 III hereof and if any material issue in such
dispute is finally resolved in Mr. Ratcliffe's favor, the Company shall
reimburse Mr. Ratcliffe's legal fees in the manner provided in Section 2.6
hereof.

                           ARTICLE III - ARBITRATION
                                       30


3.1 General. 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 Article III are not intended to apply to any other disputes, claims or
controversies arising out of or relating to Mr. Ratcliffe's employment by the
Company or the termination thereof.

3.2 Demand for Arbitration. Arbitration shall be initiated by serving a written
notice of demand for arbitration to Mr. Ratcliffe, in the case of the Company,
or to the Compensation Committee, in the case of Mr. Ratcliffe.

3.3 Law and Venue. The arbitrators shall apply the laws of the State of
country-regionplaceGeorgia, 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.

3.4 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 Mr.
Ratcliffe, 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.

3.5 Costs. The arbitration filing fee shall be paid by Mr. Ratcliffe. All other
costs of arbitration shall be borne equally by Mr. Ratcliffe and the Company,
provided, however, that the Company shall reimburse such fees and costs in the
event any

                                       31


material issue in such dispute is finally resolved in Mr. Ratcliffe's favor and
Mr. Ratcliffe is reimbursed legal fees under Section 2.6 hereof.

3.6 Interim and Injunctive Relief. Nothing in this Article III 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 III 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 III.

                      ARTICLE IV - TRANSFER OF EMPLOYMENT

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

                           ARTICLE V - MISCELLANEOUS

5.1 Funding of Benefits. Unless the Board of Directors in its discretion
determines otherwise, the amounts payable to Mr. Ratcliffe under the this

                                       32


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.

5.2 Withholding. There shall be deducted from the payment of any
amount 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. Ratcliffe.

5.3 Assignment. Neither Mr. Ratcliffe nor his beneficiaries shall have any
rights to sell, assign, transfer, encumber, or otherwise convey the right to
receive the payment of any amount 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.

5.4 Interpretation. This Agreement is intended to comply with the provisions of
Code Section 409A and the Treasury Regulations promulgated thereunder in order
to avoid any additional tax under Section 409A(a)(1). In the event it is
necessary to interpret the provisions of this Agreement for purposes of its
operation, such interpretation shall, to the extent possible, be consistent with
such intent.

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

          IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement
this 16 day November, 2006.
                                        THE SOUTHERN COMPANY


                               By:      /s/  Thomas A. Fanning

                                        SOUTHERN COMPANY SERVICES, INC.


                               By:      /s/  Robert A. Bell

                                        MR. RATCLIFFE


                                        /s/  David M. Ratcliffe
                                        David M. Ratcliffe





                                    Exhibit A
                           CHANGE IN CONTROL AGREEMENT
                               Waiver and Release

         The attached Waiver and Release is to be given to Mr. David M.
Ratcliffe upon the occurrence of an event that triggers eligibility for
severance benefits under the Change in Control Agreement, as described in
Section 2.2 of such Agreement.








                           CHANGE IN CONTROL AGREEMENT
                               Waiver and Release

         I, David M. Ratcliffe, understand that I am entitled to receive the
severance benefits described in Article II 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 Company Services,
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 receiving the severance and welfare benefits under
Article II of the Agreement, I hereby voluntarily and irrevocably waive,
release, dismiss with prejudice, and withdraw all claims, complaints, suits or
demands of any kind whatsoever (whether known or unknown) which I ever had, may
have, or now have against The Southern Company, Southern Company Services, Inc.,
Alabama Power Company, Georgia Power Company, Gulf Power Company, Mississippi
Power Company, Savannah Electric and Power Company, Southern Communications
Services, Inc. d/b/a Southern LINC, Southern Company Energy Solutions, L.L.C.,
Southern Nuclear Operating Company, Inc., Southern Telecom, Inc., Southern
Company Management Development, Inc., and other current or former subsidiaries
or affiliates of The Southern Company and their past, present and future
officers, directors, employees, agents, insurers and attorneys (collectively,
the "Releasees"), arising from or relating to (directly or indirectly) my
employment or the termination of my employment or other events occurred as of
the date of execution of this Agreement, including but not limited to:

                  (a) claims for violations of Title VII of the Civil Rights Act
         of 1964, the Age Discrimination in Employment Act, the Fair Labor
         Standards Act, the Civil Rights Act of 1991, the Americans With
         Disabilities Act, the Equal Pay Act, the Family and Medical Leave Act,
         42 U.S.C. ss. 1981, the National Labor Relations Act, the Labor
         Management Relations Act, Executive Order 11246, Executive Order 11141,
         the Rehabilitation Act of 1973, the Sarbanes-Oxley Act of 2002 or the
         Employee Retirement Income Security Act;

                  (b) claims for violations of any other federal or state
         statute or regulation or local ordinance;

                  (c) claims for lost or unpaid wages, compensation, or
         benefits, defamation, intentional or negligent infliction of emotional
         distress, assault, battery, wrongful or constructive discharge,
         negligent hiring, retention or supervision, fraud, misrepresentation,
         conversion, tortious interference, breach of contract, or breach of
         fiduciary duty;




                  (d) claims to benefits under any bonus, severance, workforce
         reduction, early retirement, outplacement, or any other similar type
         plan sponsored by the Company (except for those plans listed below); or

                  (e) any other claims under state law arising in tort or
         contract.

         In signing this Agreement, I am not releasing any claims that may arise
under the terms of this Agreement or which may arise out of events occurring
after the date I execute this Agreement.

         I am also not releasing claims to benefits that I am already entitled
to receive under The Southern Company Pension Plan, The Southern Company
Employee Stock Ownership Plan, The Southern Company Employee Savings Plan, The
Southern Company Omnibus Incentive Compensation Plan, The Southern Company
Change in Control Benefits Protection Plan or under any workers' compensation
laws. 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.

         Nothing in this Agreement shall prohibit me from engaging in protected
activities under applicable law (including protected activities described in
Section 211 of the Energy Reorganization Act) or from communicating, either
voluntarily or otherwise, with any governmental agency concerning any potential
violation of the law.

         I understand and agree for a period of two (2) years after the date I
execute this Agreement, I will regard and treat as strictly confidential all
valuable, non-public, competitively sensitive data and information relating to
the Releasees' business that is not generally known by or readily available to
Releasees' competitors and I will not for any reason, either directly or
indirectly, use, sell, lend, lease, distribute, license, transfer, assign, show,
disclose, disseminate, reproduce, copy, or otherwise communicate any such
information to any third party for my own benefit or for any purpose, other than
in accordance with the express, written instructions of the Company or
Releasees.

         I further understand and agree that I will regard and treat as strictly
confidential all trade secrets of Releasees for as long as such items remain
trade secrets under applicable law and I will not for any reason, either
directly or indirectly, use, sell, lend, lease, distribute, license, transfer,
assign, show, disclose, disseminate, reproduce, copy, or otherwise communicate
any such trade secrets to any third party for my own benefit or for any purpose,
other than in accordance with the express, written instructions of the Company
or Releasees.

         I further agree to keep confidential and not disclose the terms of this
Agreement, including, but not limited to, the benefits under the Agreement,
except to my spouse, attorneys or financial advisors (who must be informed of
and agree to be bound by the confidentiality provisions contained in this






Agreement before I disclose any information to them about this Agreement), or
where such disclosure is required by law.

         I agree to return to the Company prior to my last day of employment all
property of the Company, including but not limited to data, lists, information,
memoranda, documents, identification cards, credit cards, parking cards, keys,
computers, fax machines, beepers, phones, and files (including copies thereof).

         I understand and agree that I will not seek re-employment as an
employee, leased employee or independent contractor with the Company or any
Southern Company subsidiary or affiliate during the twenty-four (24) month
period beginning immediately following my execution of this Agreement.

         I have carefully read this agreement and I fully understand all of the
provisions of this Waiver.

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

         I have had the opportunity to review and consider this Waiver for a
period of at least twenty-one (21) days before signing it.

         I understand that I may revoke this Waiver at any time during the seven
(7) calendar day period after I sign this Waiver. In order to revoke this
Waiver, I must deliver written notification of such revocation to the
Compensation Committee. 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. Revocation of this
Waiver will not alter or change the termination of my employment by the Company.

         In signing this Waiver, I am not relying on any representation or
statement (written or oral) not specifically set forth in this Waiver, the
Agreement or by the company or any of its representatives with regard to the
subject matter, basis, or effect of this Waiver or otherwise.

         I was not coerced, threatened, or otherwise forced to sign this Waiver.
I am voluntarily signing and delivering this Waiver of my own free will.







I understand that by signing this Waiver I am giving up rights i may have. I
understand I do not have to sign this Waiver.

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

                                              ---------------------------
                                              David M. Ratcliffe

Sworn to and subscribed to me this

___day of _________, ____

- --------------------------
Notary Public

My Commission Expires:

- ---------------------------
(Notary Seal)

         Acknowledged and Accepted by the Company.

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







                                    EXHIBIT B

                               SEVERANCE AGREEMENT

     THIS SEVERANCE AGREEMENT ("Agreement") made and entered into by and between
Acquiring   Company   ("Company")   and   Mr.   ________________   ("Executive")
(hereinafter    collectively   referred   to   as   the   "Parties")   effective
______________, 200__.
                                   WITNESSETH:

     WHEREAS,  the  Company  wishes to provide to  Executive  certain  severance
benefits under certain circumstances;

     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:

                            ARTICLE I - DEFINITIONS

1.1 "Annual Compensation" shall Executive's Base Salary plus Target Bonus under
the Company's Short Term Bonus Plan.

1.2 "Base Salary" shall mean Executive's
annual base salary rate during the twelve (12) month period immediately
preceding his Separation Date plus target bonus.

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

1.4 "COBRA Coverage" shall mean any continuation coverage to which
Executive or his dependents may be entitled pursuant to Code Section 4980B.

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

1.6 "Company" shall mean Acquiring Company, its successors and assigns.

1.7 "Employee Outplacement Program" shall mean the program established by the
Company from time to time for the purpose of assisting employees find employment
outside of the 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.

1.8 "Employment Date" shall mean the date that Executive is hired by the Company
as a full time employee.

1.9 "Equity Based Bonus Plan" shall mean a plan or
arrangement that provides for the grant to participants of stock options,
restricted stock, stock appreciation rights, phantom stock, phantom stock





appreciation rights or any other similar rights the terms of which provide a
participant with the potential to receive the benefit of any increase in value
of the underlying equity or notional amount (e.g., number of phantom shares)
from the date of grant through a subsequent date.

1.10 "Good Reason" shall mean, without Executive's express written consent,
after written notice to the Board of Directors, and after a thirty (30) day
opportunity for the Board of Directors to cure, the continuing occurrence of any
of the events described in Subsections (a), (b), (c) or (d) of this Section
1.10.

        (a) Inconsistent Duties. A meaningful and detrimental alteration in
Executive's position or in the nature or status of his responsibilities from
those in effect on the Employment Date.

        (b)  Reduced  Compensation.  A  reduction  of five  percent  (5%) or
more by the Company  in  any  of  the  following   amounts  of  compensation
expressed  in subparagraphs  (i),  (ii) or (iii)  hereof,  except for a less
than ten  percent (10%),   across-the-board  reduction  in  such  compensation
amounts  similarly affecting  ninety-five  percent  (95%) or more of all
employees  of the Company eligible for such compensation:

           (i) Executive's Base Salary;

          (ii) the sum of Executive's Base Salary plus Target Bonus under the
               Company's Short Term Bonus Plan, as in effect on the
               Employment Date; or

         (iii) the sum of Executive's Base Salary plus Target Bonus under the
               Short Term Bonus Plan and Long Term Bonus Plan plus the Target
               Award under the Equity Based Bonus Plan, each of which as in
               effect on the Employment Date.

        (c)  Relocation.  A change in Executive's  work location to a location
more than fifty (50) miles from the facility where  Executive was located at
the time of his Employment Date, unless such new work location is within fifty
(50) miles from  Executive's  principal  place of residence  on his  Employment
Date.  The acceptance, if any, by Executive of employment by the Company at a
work location which is outside the fifty mile radius set forth in this Section
1.10(c)  shall not be a waiver of Executive's right to refuse subsequent
transfer by an Company to a location  which is more than fifty  (50) miles
from  Executive's  principal place of residence on his  Employment  Date, and
such  subsequent  nonconsensual transfer  shall  be  "Good  Reason"  under
this  Agreement;

        (d)  Benefits  and Perquisites.

         (i)      Change in Control - Retirement and Welfare Benefits. The
                  taking of any action by the Company that would directly or
                  indirectly cause a Material Reduction in the Retirement and
                  Welfare Benefits to which Executive is entitled under the
                  Company's Retirement and Welfare Benefit plans in which
                  Executive was participating on his Employment Date.

        (ii)      Vacation and Paid Time Off. The failure by the Company to
                  provide Executive with the number of paid vacation days or, if
                  applicable, paid time off days to which Executive is entitled
                  on the basis of years of service with a Southern Entity and
                  the Company in accordance with the Company's normal vacation
                  policy or the paid time off program (whichever applicable) in
                  effect on the Employment Date (except for across-the-board
                  vacation policy or paid time off program changes or policy or

                                       2


                  program terminations similarly affecting at least ninety-five
                  percent (95%) of all employees of the Company).

1.11 "Group Health Agreement" shall mean the group health plan covering
Executive, as such plan may be amended from time to time.

1.12 "Group Life Insurance Agreement" shall mean the group life insurance
plan covering Executive, as such plan may be amended from time to time.

1.13 "Long Term Bonus Plan" shall mean any bonus type plan or arrangement
designed to provide incentive based compensation to participants upon the
achievement of objective or subjective goals that measure performance over a
period of more than twelve months.

1.14 "Material Reduction" shall mean (i) any change in a retirement plan or
arrangement that has the effect of reducing the present value of the projected
benefits to be provided to Executive by five percent (5%) or more, (ii) any five
percent (5%) or more reduction in medical, health and accident and disability
benefits as a percentage of premiums or premium equivalents in accordance with
the Company's prior practice as measured over a period of the three previous
plan years from the Employment Date, or (iii) any five percent (5%) or more
reduction in employer matching funds as a percentage of employee contributions
in accordance with the Company's prior practice measured over a period of the
previous three plan years from the Employment Date.

1.15 "Month of Service"shall mean any calendar month during which Executive
worked at least one (1) hour or was on approved leave of absence while in the
employ of a Southern Entity or Acquiring Company and its affiliates.

1.16 "Pension Plan" shall mean the Company Pension Plan or any successor
thereto, as in effect on the Employment Date.

1.17 "Retirement and Welfare Benefits" shall mean benefits provided by the
following types of plans and arrangements: pension plans, defined contribution
plans (matched savings, profit sharing, money purchase, ESOP, and similar
plans and arrangements), plans providing for death benefits while employed or
retired (life insurance, survivor income, and similar plans and arrangements),
plans providing for short-term disability benefits (including accident and
sick time), plans providing for long-term disability benefits, plans providing
health-care benefits (including reimbursements during active employment or
retirement related to expenses for medical, vision, hearing, dental, and
similar plans and arrangements).

1.18 "Separation Date" shall mean the date on which Executive is separated from
the Company's regular payroll.

1.19 "Short Term Bonus Plan" shall mean any bonus type plan or arrangement
designed to provide incentive based compensation to participants upon the
achievement of objective or subjective goals that measure  performance over a
period of twelve months or less.

1.20 "Southern Entity" shall mean The Southern Company or any of its
subsidiaries and affiliates.

1.21 "Target Bonus" shall mean the amount of incentive compensation expressed
as either a percent of salary or pay, an expected dollar amount, the number of
awards granted or such other quantifiable measure to determine the amount to be
paid or granted under the terms of the respective Short Term Bonus Plan, Long
Term Bonus Plan or Equity Based Bonus Plan as used by the Company to measure
the market competitiveness of its employee compensation programs.

                                       3



1.22 "Termination for Cause" or "Cause" shall mean Executive's termination of
employment with the Company upon the occurrence of any of the following:

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

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

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

      (iii) attendance by Executive 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 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;

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

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

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

                 Notwithstanding the foregoing, Executive shall not be deemed to
        have been terminated for Cause unless and until there shall have been
        delivered to him a copy of a resolution duly adopted by the affirmative
        vote of the majority of Board of Directors at a meeting called and held
        for such purpose (after reasonable notice to Executive and an
        opportunity for him, together with counsel, to be heard before the Board
        of Directors), finding that, in the good faith opinion of the Board of
        Directors, Executive was guilty of conduct set forth in Section 1.22(a)
        or (b) hereof and specifying the particulars thereof in detail.

1.23 "Total Disability" shall mean total disability under the terms of the
Pension Plan.

                                       4



1.24 "Waiver and Release" shall mean the Waiver and Release substantially
in the form of Exhibit A attached hereto.

1.25 "Year of Service" shall mean Executive'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 Executive had a break in service
during his employment with a Southern Entity, he or she will receive credit
under this Agreement for his service prior to such break in service provided the
break in service was less than five (5) years and his service with the Southern
Entity prior to the break exceeded the length of such break in service.

                        ARTICLE II - SEVERANCE BENEFITS

2.1      Eligibility.

      (a)    Except as otherwise provided herein, if Executive's employment
             is involuntarily terminated by the Company at any time during
             the two year period following his Employment Date for reasons
             other than Cause or if Executive shall voluntarily terminate
             his employment with the Company for Good Reason at any time
             during the two year period following his Employment Date,
             Executive shall be entitled to receive the amounts described
             in Section 2.2 hereof, subject to the terms and conditions
             described in this Article II.

      (b)    Limits on Eligibility. Notwithstanding anything to the
             contrary herein, Executive shall not be eligible to receive
             amounts under this Agreement if Executive:

        (i)       is not actively at work on his Separation Date, unless
                  Executive is capable of returning to work within twelve (12)
                  weeks of the beginning of any leave of absence from work;

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

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

        (iv)      accepts the transfer of his employment to an affiliate of
                  the Company;

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

2.2      Benefits. Upon the Company's receipt of an effective Waiver and
Release, Executive shall be entitled to receive the following:

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

     (b) Severance  Benefit.  Executive shall be paid in cash an amount equal to
three times Executive's  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

                                       5


Company shall pay to Executive 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 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 Executive  under Code  Section 280G exceeds  three (3)
times Executive'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
Executive's Base Amount,  less all other  "parachute  payments" (as such term is
defined  under Code Section 280G)  received by  Executive,  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 Section 2.2(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 a
         nationally recognized firm specializing in federal income taxes as
         selected by the Board of Directors, and such calculations or
         determinations shall be binding upon Executive and the Company.

(c)       Welfare Benefit.

     (i) Except as provided in Section 2.3 hereof,  Executive  shall be eligible
to participate in the Company's Group Health Plan for a period of six (6) months
for each of  Executive's  Years of  Service,  not to exceed a period of five (5)
years,  beginning  on the  first day of the first  month  following  Executive's
Separation  Date unless  otherwise  specifically  provided under such plan, upon
Executive's  payment of both the  Company's and  Executive's  premium under such
plan.  Executive shall also be entitled to elect coverage under the Group Health
Plan for his  dependents  who are  participating  in the  Group  Health  Plan on
Executive's Separation 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  Executive's  extended  medical
coverage under this Section 2.2(c) to the extent such dependents remain eligible
for dependent coverage under the terms of the Group Health Agreement.

     (ii) The extended medical coverage  afforded to Executive  pursuant to this
Section  2.2(c) as well as the premiums to be paid by  Executive  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 Executive in connection  with this
extended  coverage  shall  be due on the  first  day of  each  month;  provided,
however,  that if Executive  fails to pay his premium within thirty (30) days of
its due date, Executive's extended coverage shall be terminated.


                                       6


     (iii) Any Group Health Plan  coverage  provided  under this Section  2.2(c)
shall be a part of and not in addition to any COBRA Coverage which  Executive or
his dependent may elect.  In the event that  Executive 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 Executive or his dependent by
virtue of the  provisions  of this  Article  II shall  terminate,  except as may
otherwise be required by law, and shall not be renewed.  It shall be the duty of
Executive to inform the Company of his  eligibility  to  participate in any such
health plan.

     (iv) Except as  otherwise  provided in Section  2.3 hereof,  regardless  of
whether  Executive  elects the extended  coverage  described  in Section  2.2(c)
hereof,  the Company shall pay to Executive a cash amount equal to the Company's
and Executive's cost of premiums for three (3) years of coverage under the Group
Health Plan and Group Life Insurance Plan.

  (d)Equity  Based  Awards.  Any  Equity  Based  Awards  outstanding  as of
     the Separation  Date which are not  then  exercisable  and
     vested,  shall become fully exercisable and vested;  provided,  that in the
     case of a stock  appreciation  right,  if  Executive  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 Executive  under Section  16(b) of the Exchange Act,  provided
     further  that any such  actions  not taken as a result  of the rules  under
     Section  16(b) of the  Exchange  Act shall be effected as of the first date
     that such activity would no longer result in liability  under Section 16(b)
     of the Exchange Act.

  (e)Incentive  Plans. To the extent that Executive,  as of the Separation Date,
     is a  participant  in any Short Term  Bonus  Plan or Long Term Bonus  Plan,
     Executive  shall be  entitled  to  receive  cash in an amount  equal to his
     awards under such Plans for the period in which the  Separation  Date shall
     have occurred,  at  Executive's  Target Bonus and prorated by the number of
     months which have passed  since the  beginning  of the  performance  period
     until the Separation Date. For this purpose a month shall not be considered
     if the Separation Date occurs on or before the 14th day of the month, and a
     month shall be  considered  if the  Separation  Date occurs on or after the
     15th day of the month.

2.3 Payment of Benefits. The total amount payable under this Article II shall be
paid to Executive in one (1) lump sum payment within two (2) payroll periods of
the later of the following to occur: (a) Executive's Separation Date, or (b) the
tender to the Company by Executive of an effective Waiver and Release (in
substantially 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.

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


                                       7



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

2.6 No Mitigation. Executive shall have no duty or obligation to seek other
employment following his Separation Date and, except as otherwise provided in
Subsection 2.1(b) hereof, the amounts due Executive hereunder shall not be
reduced or suspended if Executive accepts such subsequent employment.

                           ARTICLE III - ARBITRATION

3.1 General. Any dispute, controversy or claim arising out of or relating to the
Company's obligations to pay severance amounts 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 Article III are not intended to apply to any other disputes, claims or
controversies arising out of or relating to Executive's employment by the
Company or the termination thereof.

3.2 Demand for Arbitration. Arbitration shall be initiated by serving a written
notice of demand for arbitration to Executive, in the case of the Company, or to
the Board of Directors, in the case of Executive.

3.3 Law and Venue.  The  arbitrators  shall  apply the laws of the State in
which the Company's headquarters are located, 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 such State.

3.4 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 Executive,
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.

3.5 Costs. The arbitration filing fee shall be paid by Executive. All other
costs of arbitration shall be borne equally by Executive 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 Executive's
favor and Executive is reimbursed legal fees under Section 2.5 hereof.

3.6 Interim and Injunctive Relief. Nothing in this Article III 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 III 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 III.

                                       8



                           ARTICLE IV - MISCELLANEOUS

4.1 Funding of Benefits. Unless the Board of Directors in its discretion
determines otherwise, amounts payable to Executive 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.

4.2 Withholding. There shall be deducted from the payment of any amount 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 Executive entitled to such payment.

4.3 Assignment. Neither Executive nor his beneficiaries shall have any rights to
sell, assign, transfer, encumber, or otherwise convey the right to receive the
payment of any amount 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.

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

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

                                           ACQUIRING COMPANY



                                  By:      ____________________________________


                                           EXECUTIVE


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



                                       9



                                    Exhibit A


                               SEVERANCE AGREEMENT
                               Waiver and Release

         The attached Waiver and Release is to be given to Executive upon the
occurrence of an event that triggers eligibility for severance benefits under
the Severance Agreement, as described in Paragraph 2.1(a) of such agreement.




                                       10




                               Waiver and Release

         I, _________________, understand that I am entitled to receive the
severance benefits described in Article II of the Severance 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 Acquiring Company (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
Acquiring Company and other direct or indirect subsidiaries of Acquiring 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 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.



                                       11


         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
- ----.

                                  ---------------------------
                                    Executive

Sworn to and subscribed to me this

___day of _________, ____

- --------------------------
Notary Public

My Commission Expires:

- ---------------------------
(Notary Seal)

         Acknowledged and Accepted by the Company.

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


                                       12