Exhibit 10.1

SOUTHERN COMPANY

CHANGE IN CONTROL

BENEFITS PROTECTION PLAN

AN AMENDMENT AND RESTATEMENT

OF THE SOUTHERN COMPANY CHANGE IN CONTROL

BENEFIT PLAN DETERMINATION POLICY

SOUTHERN COMPANY

CHANGE IN CONTROL

BENEFITS PROTECTION PLAN

AMENDED AND RESTATED

ARTICLE I - PURPOSE AND ADOPTION OF PLAN

1.1 Adoption of Plan . Southern Company Services, Inc. hereby amends and restates the Amended and Restated Southern Company Change in Control Benefits Protection Plan effective this 31 ^st day of December, 2008 in order to reflect certain changes made necessary by the enactment of Section 409A of the Internal Revenue Code of 1986, as amended. The Plan was originally effective February 28, 2007 and is a further amendment and restatement of the Southern Company Change in Control Benefits Determination Policy which was originally effective July 10, 2000 and previously amended and restated effective May 9, 2002 as amended November 18, 2005 and December 22, 2005.

1.2        Purpose . The Plan defines the events that constitute a Funding Change in Control, Southern Change in Control and a Subsidiary Change in Control, as the case may be, protects the benefits to be provided to employees of the Employing Companies under certain incentive-based compensation plans and arrangements upon such a Change in Control and creates a protocol for transferring funds from the Employing Companies to the Southern Company Deferred Compensation Trust as a reserve for the payment of deferred compensation and non-qualified retirement benefits following certain change in control events involving Southern Company and certain of its subsidiaries.

ARTICLE II - DEFINITIONS

2.1        “ Administrative Committee ” shall mean the Southern Company Plan Administration Committee as such committee may stand from time to time. In the event the Southern Company Benefits Administration Committee is disestablished, the Administrative Committee shall be the committee appointed by the Board of Directors to conduct the overall administration of the Plan.

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

2.4        “ Business Combination ” shall mean a reorganization, merger or consolidation of Southern Company with another corporation or an entity treated as a corporation for United States federal income tax purposes.

2.5        “ Change in Control ” shall mean a Southern Change in Control or a Subsidiary Change in Control, as applicable.

2.7        “ Company ” shall mean Southern Company Services, Inc., its successors and assigns.

2.8        “ Consummation ” shall mean the completion of the final act necessary to complete a transaction as a matter of law, including, but not limited to, any required approvals by the corporation’s shareholders and board of directors, the transfer of legal and beneficial title to securities or assets and the final approval of the transaction by any applicable domestic or foreign governments or agencies.

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

2.11      “ Employee ” shall mean an employee of an Employing Company as of the date of a Southern Change in Control.

2.12      “ Employing Company ” shall mean the Company or any other corporation or other entity Controlled by Southern Company, directly or indirectly, which the Compensation and Management Succession Committee of the Southern Company Board of Directors has authorized to participate in the Plan and which has thereafter adopted the Plan, and any successor of any of them.

(a)       The Consummation of an acquisition by any Person of Beneficial Ownership (during the 12-month period ending on the date of the most recent acquisition by such Person) of 35% or more of Southern Company’s Voting Securities; provided, however, that for purposes of this subsection (a), the following acquisitions of Southern Company’s Voting Securities shall not constitute a Funding Change in Control:

(iii)      any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Southern Company or any corporation controlled by Southern Company;

(iv)      any acquisition by a qualified pension plan or publicly held mutual fund;

subsidiary or affiliate, or Group composed exclusively of such employees; or

(vi)      any Business Combination which would not otherwise constitute a Funding Change in Control because of the application of clauses (i), (ii) and (iii) of this Section 2.14(a);

(b)       The date a majority of members of the Southern Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Southern Board before the date of the appointment or election;

(c)       The Consummation of a Business Combination, unless, following such Business Combination, all of the following three conditions are met:

(i)        all or substantially all of the individuals and entities who held Beneficial Ownership, respectively, of Southern Company’s Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, 50% or more of the combined voting power of the Voting Securities of the corporation surviving or resulting from such Business Combination, (including, without limitation, a corporation which as a result of such transaction holds Beneficial Ownership of all or substantially all of Southern Company’s Voting Securities or all or substantially all of Southern Company’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 Company’s Voting Securities;

(ii)       no Person (excluding any corporation resulting from such Business Combination, any qualified pension plan, publicly held mutual fund, Group composed exclusively of employees or employee benefit plan (or related trust) of Southern Company, its subsidiaries or Surviving Company) holds Beneficial Ownership, directly or indirectly, of 35% 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

(iii)      the majority of the members of the board of directors of Surviving Company during the 12-month period following the Business Combination were members of the Southern Board at the earlier of the date of execution of the initial agreement, or of the action of the Southern Board, providing for such Business Combination or such members of the board of directors of the Surviving Company are directors whose appointment or election was endorsed by a majority of the members of such Southern Board.

(d)       The Consummation of an acquisition by any Person of Beneficial Ownership (during the 12-month period ending on the date of the most recent acquisition by such Person) of 50% or more of the combined voting power of the then outstanding Voting Securities of a Funding Subsidiary; provided, however, that for purposes of this Subsection 2.14(d), any acquisition by an employee of Southern Company or its

subsidiary or affiliate, or Group composed entirely of such employees, any qualified pension plan, publicly held mutual fund or any employee benefit plan (or related trust) sponsored or maintained by Southern Company or any corporation Controlled by Southern Company shall not constitute a Funding Change in Control;

(e)       The Consummation of a reorganization, merger or consolidation of a Funding Subsidiary with another corporation or an entity treated as a corporation for United States federal income tax purposes (a “Funding Subsidiary Business Combination”), in each case, unless, following such Funding Subsidiary Business Combination, Southern Company Controls the corporation surviving or resulting from such Funding Subsidiary Business Combination, or

(f)        The Consummation of the sale or other disposition of all or substantially all of the assets of a Funding Subsidiary to an entity that Southern Company does not Control . ; provided, however, that for purposes of this subsection (f) the following sales or dispositions otherwise described herein shall not constitute a Funding Change in Control:

(i)        the sale or other disposition of all or substantially all of the assets of a Funding Subsidiary to Southern or to a shareholder of Southern in exchange for or with respect to such shareholder’s stock of Southern;

(ii)       the sale of other disposition of all or substantially all of the assets of a Funding Subsidiary to a Person that owns, directly or indirectly, 50% or more of the total value or voting power of the outstanding stock of Southern; or

(iii)      the sale or other disposition of all or substantially all of the assets of a Funding Subsidiary to an entity Controlled by shareholders of Southern that hold, directly or indirectly, 50% or more of the total value or voting power of all of the outstanding stock of Southern.

For purposes of this Section 2.14(f) “all or substantially all of the assets” means at least 80% of the gross value of the assets of the entity immediately before the acquisition.

2.15     “ Funding Event ” shall mean the occurrence of any of the following events as administratively determined by the Southern Committee:

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

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

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

(b)       The Southern Board or the board of directors of a Funding Subsidiary elects to otherwise fund the Trust in accordance with the provisions of Articles IV, V, and VI hereof.

2.16     “ Funding Subsidiary ” shall mean Alabama Power Company, Georgia Power Company, Gulf Power Company and Mississippi Power Company, and any successor of any of them, provided such companies remain Employing Companies, and any other Employing Company that the Southern Committee in its sole discretion shall authorize in writing to participate as a Funding Subsidiary and any successor of any of them.

2.17     “ Funding Subsidiary Business Combination ” shall have the meaning set forth in Section 2.14(e) hereof.

2.19     “ Incumbent Board ” shall mean those individuals who constitute the Southern Board as of January 1, 2009, plus any individual who shall become a director subsequent to such date whose election or nomination for election by Southern Company’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 January 1, 2009, whose initial assumption of office occurs as a result of an actual or threatened election contest (within the meaning of Rule 14a-11 of the Regulations promulgated under the Exchange Act) with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Southern Board shall be a member of the Incumbent Board.

2.20     “ Omnibus Plan ” shall mean the Southern Company Omnibus Incentive Compensation Plan, including the Incentive Programs: Design and Administrative Specifications as approved by the Compensation and Management Succession Committee of the Southern Board, any Program or individual Award thereunder, and any successor thereto.

2.21     “ Participant ” shall mean (i) in the case of a Funding Change in Control involving Southern Company under Section 2.14(a), (b) or (c) hereof, an employee of an Employing Company who, as of the date of the Funding Change in Control, has a non-forfeitable right to benefits under Article IV hereof, or (ii) in the case of a Funding Change in Control involving a Funding Subsidiary under Section 2.14(d), (e) or (f) hereof, an employee of such Funding Subsidiary who, on the date of such Funding Change in Control, has a non-forfeitable right to benefits under Article IV hereof.

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

2.23     “ Plan ” shall mean this Southern Company Change in Control Benefits Protection Plan as amended from time-to-time. The Plan amends and restates the Southern Company Change in Control Benefit Plan Determination Policy.

2.24     “ Plan Termination ” shall mean the termination of the Omnibus Plan (or any Program thereunder) by Southern Company or an Employing Company following a Southern

Change in Control unless an equitable arrangement (embodied in an ongoing substitute or replacement plan or program) has been made with respect to the Omnibus Plan or Program in connection with the Change in Control. For purposes of this Plan, an ongoing substitute or alternative plan or program shall be considered an “equitable arrangement” if a nationally recognized compensation consulting firm chosen by the Administrative Committee opines in writing that the post-Change in Control plan or program is an equitable substitute or replacement of the Omnibus Plan or Program that was terminated.

2.25     “ Preliminary Change in Control “ shall mean the occurrence of any of the following as administratively determined by the Southern Committee:

(a)       Southern Company or an Employing 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;

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

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

2.27     “ Separation From Service ” shall mean a Participant’s separation from service with his or her Employing Company within a two year period following a Funding Change in Control. For purposes of this Plan, a Participant will be treated as having separated from service with his or her Employing Company if he or she dies or the Participant and the Employing Company reasonably anticipate that no further services will be performed by the Participant for the Employing Company after a certain date or that the level of bona fide services performed by the Participant to the Employing Company after such date would permanently decrease to no more than 20 percent of the average level of bona fide services performed by the Participant to the Employing Company during the preceding 36 months, or, if fewer, during the term of the Participant’s employment by the Employing Company.

(a)       The Consummation of an acquisition by any Person of Beneficial Ownership of 20% or more of Southern Company’s Voting Securities; provided, however, that for purposes of this subsection (a), the following acquisitions of Southern Company’s Voting Securities shall not constitute a Change in Control:

(iii)      any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Southern Company or any corporation controlled by Southern Company;

(iv)      any acquisition by a qualified pension plan or publicly held mutual fund;

(v)       any acquisition by an employee of Southern Company or its subsidiary or affiliate, or Group composed exclusively of such employees; or

(vi)      any Business Combination which would not otherwise constitute a Change in Control because of the application of clauses (i), (ii) and (iii) of this Section 2.30(a);

(b)       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

(c)       Consummation of a Business Combination, unless, following such Business Combination, all of the following three conditions are met:

(i)        all or substantially all of the individuals and entities who held Beneficial Ownership, respectively, of Southern Company’s Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, 65% or more of the combined voting power of the Voting Securities of Surviving Company in substantially the same proportions as their ownership, immediately prior to such Business Combination, of Southern Company’s Voting Securities;

(ii)       no Person (excluding any corporation resulting from such Business Combination, any qualified pension plan, publicly held mutual fund, Group composed exclusively of employees or employee benefit plan (or related trust) of Southern Company, its subsidiaries 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

(iii)      at least a majority of the members of the board of directors of Surviving Company were members of the Incumbent Board at the earlier of the date of execution of the initial agreement, or of the action of the Southern Board, providing for such Business Combination.

2.31     “ Southern Committee ” shall mean the committee comprised of the Chairman of the Southern Board, the Chief Financial Officer of Southern Company and the General Counsel of Southern Company.

2.32     “ Southern Company ” shall mean The Southern Company, its successors and assigns.

(a)       The Consummation of a reorganization, merger or consolidation of Southern Company under circumstances where either (i) Southern Company is not the Surviving Company or (ii) Southern Company’s Voting Securities are no longer publicly traded;

(b)       The Consummation of a sale or other disposition of all or substantially all of Southern Company’s assets; or

(c)       The Consummation of an acquisition by any Person of Beneficial Ownership of all of Southern Company’s Voting Securities such that Southern Company’s Voting Securities are no longer publicly traded.

(a)       The Consummation of an acquisition by any Person of Beneficial Ownership of 50% or more of the combined voting power of the then outstanding Voting Securities of an Employing Company; provided, however, that for purposes of this Subsection 2.34, any acquisition by an employee of Southern Company or its subsidiary or affiliate, or Group composed entirely of such employees, any qualified pension plan, publicly held mutual fund or any employee benefit plan (or related trust) sponsored or maintained by Southern Company or any corporation Controlled by Southern Company shall not constitute a Change in Control;

(b)       Consummation of a reorganization, merger or consolidation of an Employing Company with another corporation or an entity treated as a corporation for United States federal income tax purposes (an “Employing Company Business Combination”), in each case, unless, following such Employing Company Business Combination, Southern Company Controls the corporation surviving or resulting from such Employing Company Business Combination; or

(c)       Consummation of the sale or other disposition of all or substantially all of the assets of an Employing Company to an entity which Southern Company does not Control.

2.35     “ Subsidiary Employee ” shall mean an employee of an Employing Company that has undergone a Subsidiary Change in Control who does not become an employee of another Employing Company immediately following such Subsidiary Change in Control. The Administrative Committee may in its sole discretion deem one or more employees of any corporation or entity Controlled by Southern Company, directly or indirectly, to be employed by an Employing Company for purposes of being covered as a Subsidiary Employee under this Plan if such employee renders substantial services to such Employing Company on a contract or other reimbursement basis with his or her actual employer. Such action shall be in writing prior to the Change in Control impacting such Subsidiary Employee, shall identify the nature and extent of

the services rendered for such Employing Company and shall cause such an employee to be a Subsidiary Employee entitled to benefits under this Plan only in the event of a Subsidiary Change in Control of his deemed Employing Company, not his actual employer (which may or may not be an Employing Company). In the event that any employee deemed to be employed by another Employing Company ceases to provide substantial services to such deemed Employing Company, the Administrative Committee shall revoke the action taken pursuant to this Section 2.35 and the employee shall be considered an employee of his actual employer for purposes of this Plan.

2.36     “ Surviving Company ” shall have the meaning set forth in Section 2.14(c)(i) hereof.

2.38     “ 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.

ARTICLE III - OMNIBUS PLAN

CHANGE IN CONTROL PROVISIONS

3.1        Application . The provisions of this Article III apply to benefits payable under the Southern Company Omnibus Incentive Compensation Plan (the “Omnibus Plan”) notwithstanding any provision in the Omnibus Plan to the contrary. The meaning of capitalized terms not defined herein is determined under the Omnibus Plan.

3.2        Stock-Based Awards . The provisions of this Section 3.2 apply to stock-based awards granted under the Omnibus Plan.

(a)        Southern Change in Control. In the event of a Southern Change in Control which is not also a Southern Termination:

(i)        Any Options and Stock Appreciation Rights held as of the date of the Southern Change in Control shall remain subject to such restrictions and vesting schedules in accordance with the terms of the grant.

(ii)       The restrictions and deferral limitations applicable to any Restricted Stock and Restricted Stock Units shall continue in accordance with the terms of the grant.

(iii)      The restrictions, deferral limitations and other conditions applicable to any other Awards shall continue in accordance with the terms of the grant.

(b)        Subsidiary Change in Control . In the event of a Subsidiary Change in Control:

Employee which are outstanding as of the date such Subsidiary Change in Control is determined to have occurred, and which are not then exercisable and vested, shall become fully exercisable and vested; provided, that in the case of a Subsidiary Employee holding a Stock Appreciation Right who is actually subject to Section 16(b) of the Exchange Act, such Stock Appreciation Right shall not become fully vested and exercisable unless it shall have been outstanding for at least six months as of the date such Subsidiary Change in Control is determined to have occurred.

(ii)       The restrictions and deferral limitations applicable to any Restricted Stock and Restricted Stock Units held by a Subsidiary Employee shall lapse, and such Restricted Stock and Restricted Stock Units shall become free of all restrictions and limitations and become fully vested and transferable.

(i)        Any Options and Stock Appreciation Rights which are outstanding as of the date such Southern Termination is determined to have occurred, and which are not then exercisable and vested, shall become fully exercisable and vested; provided, that in the case of an Employee holding a Stock Appreciation Right who is subject to Section 16(b) of the Exchange Act, such Stock Appreciation Right shall not become fully vested and exercisable at such time if such actions would result in liability to the Employee under Section 16(b), provided further, that any such actions not taken as a result of the rules under Section 16(b) shall be effected as of the first date that such activity would no longer result in liability under such section.

(ii)       The restrictions and deferral limitations applicable to any Restricted Stock and Restricted Stock Units held by Employees shall lapse, and such Restricted Stock and Restricted Stock Units shall become free of all restrictions and limitations and become fully vested and transferable.

(iii)      The restrictions, deferral limitations and other conditions applicable to any other Awards held by Employees shall lapse, and such other Awards shall become free of all restrictions, limitations or conditions and become fully vested and transferable.

(iv)      Any Options, Stock Appreciation Rights, Restricted Stock or Restricted Stock Units which are outstanding as of the date such Southern Termination is determined to have occurred, shall be converted into or replaced by options, stock appreciation rights, restricted stock or restricted stock units, as the case may be, in the Surviving Company, or the corporation which has acquired all of Southern Company’s Common Stock or assets. In the event of such conversion or replacement, the terms of the replacement options or stock appreciation rights shall preserve with respect to each Option and each SAR the spread between the Fair Market Value of the shares subject to the Options or SARs and the Option Price or Base Value, as the case may be, as well as the ratio

of the Option Price or Base Value to the Fair Market Value of the shares subject to the Options or SARs, as the case may be, as determined immediately prior to the Southern Termination. Similarly, the terms of replacement restricted stock or restricted stock units shall preserve the Fair Market Value of each share of Restricted Stock or Restricted Stock Unit as determined immediately prior to the Southern Termination. No replacement option, stock appreciation right, share of restricted stock or restricted stock unit received shall be subject to any terms which are less favorable than those which existed with respect to the original Option, SAR or share of Restricted Stock or Restricted Unit immediately prior to the Southern Termination. In all events such conversion or replacement shall meet the requirements of Treasury Regulation section 1.409A-1(b)(5)(D) promulgated under Code section 409A.

(v)       In the event that it is not possible to effect the conversion set forth in Section 3.2(c)(iv) hereof, any and all outstanding Options, Stock Appreciation Rights, Restricted Stock and Restricted Stock Units as of the date of the Southern Termination which are not so converted shall be terminated and the affected Employees shall receive within thirty (30) days of the Southern Termination cash equal to the difference between the Option Price and Fair Market Value, in the case of Options, the Base Value and Fair Market Value, in the case of SARs and equal to the Fair Market Value, in the case of Restricted Stock and Restricted Stock Units. For purposes of this Section 3.2(c)(v), Fair Market Value shall be determined as of the day prior to the date of the Southern Termination.

3.3        Application . The provisions of this Sections 3.3 apply to benefits payable under the Performance Pay Program under the Omnibus Plan (the “PPP”).

(a)        Southern Change in Control . In the event of a Southern Change in Control, if there is no Plan Termination with respect to the PPP, payout of Cash-Based Awards under the PPP to Employees for the performance period in which the Southern Change in Control shall have occurred shall be the greater of actual or target performance under the PPP.

(b)        Plan Termination . In the event of a Plan Termination with respect to the PPP within two (2) years following a Southern Change in Control, each Employee who is an employee on the date of such Plan Termination shall be entitled to receive within thirty (30) days of the Plan Termination, cash in an amount equal to a pro-rated payout of his Cash-Based Award under the PPP for the performance period in which the Plan Termination 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 date of the Plan Termination.

(c)        Subsidiary Change in Control . In the event of a Subsidiary Change in Control, each Subsidiary Employee on the date of such Change in Control shall be entitled to receive within thirty (30) days of the Subsidiary Change in Control, cash in an amount equal to a prorated payout of his Cash-Based Award under the PPP for the

performance period in which the Subsidiary Change in Control 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 date of the Subsidiary Change in Control.

(d)        Southern Termination . In the event of a Southern Termination, each Employee on the date of such Southern Termination shall be entitled to receive within thirty (30) days of the Southern Termination, cash in an amount equal to a prorated payout of his Cash-Based Award under the PPP for the performance period in which the Southern Termination 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 date of the Southern Termination. The PPP shall terminate immediately following the payments provided for in this Section 3.3(d).

(e)        Pro rata Calculation . For purposes of calculating any pro rata Cash-Based Awards under this Section 3.3, 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.

3.4        Application . The provisions of this Section 3.4 apply to benefits payable under the Performance Dividend Program under the Omnibus Plan (the “PDP”).

(a)        Southern Change in Control . In the event of a Southern Change in Control, if there is no Plan Termination with respect to the PDP, payout of Cash-Based Awards under the PDP to Employees for the performance period in which the Southern Change in Control shall have occurred shall be based on a payout percentage of the greater of 50% or actual performance under the PDP for such performance period.

(b)        Plan Termination . In the event of a Plan Termination with respect to the PDP within two (2) years following a Southern Change in Control, each Employee who is an employee on the date of such Plan Termination shall be entitled to receive within thirty (30) days of the Plan Termination, cash for each 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 determined as of the date of the Plan Termination, and the sum of the quarterly dividends on the Common Stock declared during the calendar year of and prior to the date of the Plan Termination. For purposes of this Section 3.4(b), payout of each Cash-Based Award under the PDP shall be based upon the performance measurement period that would otherwise have ended on December 31 ^st of the year in which the Plan Termination occurs, all other remaining PDP performance measurement periods shall terminate and no payment shall be made with respect thereto.

(c)        Subsidiary Change in Control . In the event of a Subsidiary Change in Control, each Subsidiary Employee on the date of such Change in Control shall be entitled to receive within thirty (30) days of the Subsidiary Change in Control, cash for each Cash-Based Award under the PDP held as of such date, based on a payout percentage of the greater of 50% or actual performance determined as of the date on which the Subsidiary Change in Control shall have occurred, and the sum of the quarterly

dividends on the Common Stock declared during the calendar year of and prior to the date of the Subsidiary Change in Control. For purposes of this Section 3.4(c), payout of each Cash-Based Award under the PDP shall be based upon the performance measurement period that would otherwise have ended on December 31 ^st of the year in which the Subsidiary Change in Control occurs, all other remaining PDP performance measurement periods shall terminate and no payment to such Subsidiary Employee shall be made with respect thereto.

(d)        Southern Termination . In the event of a Southern Termination, each Employee who is an employee on the date of such Southern Termination shall be entitled to receive within thirty (30) days of the Southern Termination, cash for each Cash-Based Award under the PDP held as of such date, based on a payout percentage of the greater of 50% or actual performance determined as of the date on which the Southern Termination shall have occurred, and the sum of the quarterly dividends on the Common Stock declared during the year of and prior to the date of the Southern Termination. For purposes of this Section 3.4(d), payout of each Cash-Based Award under the PDP shall be based upon the performance measurement period that would otherwise have ended on December 31 ^st of the year in which the Southern Termination occurs, the PDP and all other remaining PDP performance measurement periods shall terminate and no further payment shall be made with respect thereto.

3.5        Other Incentives . The provisions of this Section 3.5 shall apply to any Employee or Subsidiary Employee who, as of the date of the respective Change in Control, is entitled to a Performance Unit or Performance Share award under the Omnibus Plan (other than those described in Section 3.2 hereof), or any cash or stock-based award under any other plan or program sponsored by an Employing Company. If and to the extent an Employee or Subsidiary Employee has received a stock-based award under the Omnibus Plan (other than those described in Section 3.2 hereof) or any other plan or program sponsored by his Employing Company, in the event of a Southern Change in Control, a Subsidiary Change in Control and/or a Southern Termination, such award shall be subject to the provisions of this Plan, and any restrictions, limitations and deferral limitations shall lapse if and to the extent provided under Section 3.2 hereof for similar Awards granted under the Omnibus Plan. If and to the extent an Employee or Subsidiary Employee is entitled to a cash-based award under the Omnibus Plan (other than PPP or PDP) or any other plan or program sponsored by his Employing Company, in the event of a Southern Change in Control, a Subsidiary Change in Control and/or a Southern Termination, such award shall be subject to the provisions of this Plan, and, provided such Employee or Subsidiary Employee is not otherwise entitled to a payout under any change in control provision of such plan or program, such award shall be payable in a similar manner as set forth in Sections 3.3 and 3.4 hereof with respect to PPP and PDP (e.g., if prorated, the award is paid at target, if the award is for a full performance period, the award is paid at the greater of actual or target if administratively practicable, if not, at target) as determined by the Administrative Committee on a good faith basis.

ARTICLE IV - SUPPLEMENTAL BENEFIT PLAN

CHANGE IN CONTROL AND OTHER SPECIAL PROVISIONS

4.1        Application . Upon a Funding Change in Control, the provisions of this Article IV shall apply to the funding, calculation and payment of accrued benefits under The Southern Company Supplemental Benefit Plan (the “SBP”) notwithstanding any provision in the SBP to the contrary. The meaning of any capitalized terms not defined herein shall be as defined under the SBP.

4.2        Funding of the Trust . The Trust has been established to hold assets of the Employing Companies under certain circumstances as a reserve for the discharge of the Employing Companies’ obligations under the SBP and certain other plans and arrangements. Upon a Funding Event involving a Funding Change in Control under Section 2.14(a), (b) or (c) hereof, all Employing Companies shall be obligated to immediately contribute such amounts to the Trust as may be necessary to fully fund each Employing Company’s obligations to pay the aggregate Pension Benefits and Non-Pension Benefits to be accrued under the SBP as of the date of the Funding Change in Control, the aggregate accrued Pension Benefit to be determined under Section 4.4 hereof, in accordance with the procedures set forth in Section 4.3 hereof. Upon a Funding Event involving a Funding Subsidiary under Section 2.14(d), (e) and (f) hereof, such Funding Subsidiary shall be obligated to immediately contribute such amounts to the Trust as may be necessary to fully fund such Funding Subsidiary’s obligations to pay the aggregate Pension Benefits and Non-Pension Benefits to be accrued under the SBP as of the date of the Funding Change in Control, the aggregate accrued Pension Benefit to be determined under Section 4.4 hereof, in accordance with the procedures set forth in Section 4.3 hereof. Under the terms of the Trust agreement, all assets held in the Trust remain subject only to the claims of the Employing Companies’ general creditors whose claims against the Employing Companies are not satisfied because of the Employing Companies’ bankruptcy or insolvency (as those terms are defined in the Trust). Except as otherwise provided in the Trust agreement, no Participant has any preferred claim on, or beneficial ownership interest in, any assets of the Trust before the assets are paid to the Participant and all rights created under the Trust, as under the SBP, are unsecured contractual claims of the Participant against his Employing Company.

4.3        Calculation of Trust Contribution . As soon as practicable following a Funding Event, the affected Employing Companies shall contribute funds to the Trust based upon the funding strategy adopted by the Administrative Committee with the assistance of an appointed actuary in such amounts as shall be necessary to fulfill the Employing Companies’ obligations pursuant to this Article IV and the terms of the Trust agreement. The dollar amount necessary to satisfy each Employing Company’s obligations under this Article IV shall be estimated and paid to the Trust as soon as practicable following a Funding Event and shall be recalculated and trued- up immediately following the respective Funding Change in Control. In the event of a dispute after a Funding Event between a Participant and an Employing Company over such actuary’s determination of the dollar amount necessary to appropriately fund the Trust under the terms of this Article IV, the respective Employing Company(ies) and any complaining Participant(s) shall refer such dispute to an independent, third-party actuarial consultant, chosen by mutual agreement of the Employing Company and such Participant. If the Employing Company and the Participant cannot agree on an independent, third-party actuarial consultant, the actuarial consultant shall be chosen by lot from an equal number of actuaries submitted by the affected

Employing Companies and the Trustee (not to exceed four (4) each). Any such referral shall only occur once in total and the determination by the third-party actuarial consultant shall be final and binding upon both parties. The Employing Companies shall be responsible for all of the fees and expenses of the independent actuarial consultant.

4.4        Pension Benefit Upon a Funding Change in Control . As of the date of a Funding Change in Control, the accrued Pension Benefit of each Participant shall be calculated based on such Participant’s Earnings and Accredited Service on such date, regardless of whether such Participant is retirement eligible on such date. Each Participant who has a Separation From Service within the two-year period following the Funding Change in Control shall be entitled to receive the amount of his accrued Pension Benefit based on such Participant’s Earnings and Accredited Service as of the date of a Funding Change in Control adjusted to take into account appropriate early reduction factors, if any, based on the Participant’s commencement of benefits. Such accrued Pension Benefit shall be paid as a “single-sum amount” as such term is defined in the SBP as soon as practicable following such Participant’s Separation From Service. In the event such payment is not made because the Participant remains employed with his or her Employing Company beyond the two-year period following the date of the Funding Change in Control, the foregoing provisions of this Section 4.4 shall not apply and the Participant’s Pension Benefits shall be calculated and distributed pursuant to the terms of the SBP. Any Participants’ Pension Benefits accrued under the SBP subsequent to the date of a Funding Change in Control shall be calculated and distributed pursuant to the terms of the SBP, without regard to this Article IV.

(a)       With respect to compensation deferred after January 1, 2005 as Non-Pension Benefits, in the event of a Funding Change in Control, notwithstanding anything to the contrary in the SBP, the Non-Pension Benefit of a Participant shall be paid out in a lump sum as soon as practicable following such Participant’s Separation From Service.

(B)       With respect to Pre-2005 Non-Pension Benefits subject to the terms of the SBP Schedule, in the event of a Funding Change in Control the Non-Pension Benefit of a Participant shall be paid out in a single sum as soon as practicable following such Participant’s termination of employment or retirement if such Participant makes such an election pursuant to those procedures established by the Administrative Committee in its sole and absolute discretion. If no such election is made, a Participant shall receive payment of his or her Non-Pension Benefit Account solely in accordance with Article V of the SBP.

ARTICLE V - SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN  

CHANGE IN CONTROL AND OTHER SPECIAL PROVISIONS

5.1        Application . Upon a Funding Change in Control, the provisions of this Article V shall apply to the funding, calculation and payment of accrued benefits under The Southern Company Supplemental Executive Retirement Plan (the “SERP”) notwithstanding any provision in the SERP to the contrary. The meaning of any capitalized terms not defined herein shall be as defined under the SERP, provided, however, for purposes of this Article V, the term

“Participant” shall have the meaning set forth in the SERP without regard to Section 2.22 hereof.

5.2        Funding of the Trust . The Trust has been established to hold assets of the Employing Companies under certain circumstances as a reserve for the discharge of the Employing Companies’ obligations under the SERP and certain other plans and arrangements. Upon a Funding Event involving a Funding Change in Control under Section 2.14(a), (b) or (c) hereof, all Employing Companies shall be obligated to immediately contribute such amounts to the Trust as may be necessary to fully fund each Employing Company’s obligations to pay the aggregate benefits to be accrued under the SERP as of the date of the Funding Change in Control, as determined under Section 5.4 hereof, in accordance with the procedures set forth in Section 5.3 hereof. Upon a Funding Event involving a Funding Subsidiary under Section 2.14(d), (e) and (f) hereof, such Funding Subsidiary shall be obligated to immediately contribute such amounts to the Trust as may be necessary to fully fund such Funding Subsidiary’s obligations to pay the aggregate benefits to be accrued under the SERP as of the date of such Funding Change in Control. Under the terms of the Trust agreement, all assets held in the Trust remain subject only to the claims of the Employing Companies’ general creditors whose claims against the Employing Companies are not satisfied because of the Employing Companies’ bankruptcy or insolvency (as those terms are defined in the Trust). Except as otherwise provided in the Trust agreement, no Participant has any preferred claim on, or beneficial ownership interest in, any assets of the Trust before the assets are paid to the Participant and all rights created under the Trust, as under the SERP, are unsecured contractual claims of the Participant against his Employing Company.

5.3        Calculation of Trust Contribution . As soon as practicable following a Funding Event, the affected Employing Companies shall contribute funds to the Trust based upon the funding strategy adopted by the Administrative Committee with the assistance of an appointed actuary in such amounts as shall be necessary to fulfill the Employing Companies’ obligations pursuant to this Article V and the terms of the Trust agreement. The dollar amount necessary to satisfy each Employing Company’s obligations under this Article V shall be estimated and paid to the Trust as soon as practicable following a Funding Event and shall be recalculated and trued- up immediately following the respective Funding Change in Control. In the event of a dispute after a Funding Event between a Participant and an Employing Company over such actuary’s determination of the dollar amount necessary to appropriately fund the Trust under this Article V, the respective Employing Company(ies) and any complaining Participant(s) shall refer such dispute to an independent, third-party actuarial consultant, chosen by mutual agreement of the Employing Company and such Participant. If the Employing Company and the Participant cannot agree on an independent, third-party actuarial consultant, the actuarial consultant shall be chosen by lot from an equal number of actuaries submitted by the affected Employing Companies and the Trustee (not to exceed four (4) each). Any such referral shall only occur once in total and the determination by the third-party actuarial consultant shall be final and binding upon both parties. The Employing Companies shall be responsible for all of the fees and expenses of the independent actuarial consultant.

5.4        SERP Benefit Upon a Funding Change in Control . As of the date of a Funding Change in Control, the accrued SERP Benefit of each Participant shall be calculated based on such Participant’s Earnings and Accredited Service on such date, regardless of whether such Participant is retirement eligible on such date. Each such Participant shall be entitled to receive

the amount of his SERP Benefit based on such Participant’s Earnings and Accredited Service as of the date of a Funding Change in Control adjusted to take into account appropriate early reduction factors, if any, based on the Participant’s commencement of benefits. Such accrued SERP Benefit shall be paid as a “single-sum amount” as such term is defined in the SERP as soon as practicable following such Participant’s Separation From Service. In the event such payment is not made because the Participant remains employed with his or her Employing Company beyond the two-year period following the date of the Funding Change in Control, the foregoing provisions of this Section 5.4 shall not apply and the Participant’s SERP Benefits shall be calculated and distributed pursuant to the terms of the SERP. Further, any Participants’ SERP Benefits accrued under the SERP subsequent to the date of a Funding Change in Control shall be calculated and distributed pursuant to the terms of the SERP without regard to this Article V.

ARTICLE VI - DEFERRED COMPENSATION PLAN

CHANGE IN CONTROL AND OTHER SPECIAL PROVISIONS

6.1        Application . Upon a Funding Change in Control, the provisions of this Article VI shall apply to the funding, calculation and payment of benefits under the Southern Company Deferred Compensation Plan (the “DCP”) notwithstanding any provision in the DCP to the contrary. The meaning of any capitalized terms not defined herein shall be as defined under the DCP. For purposes of this Article VI, the term “Participant” shall have the meaning set forth in Article II of the DCP without regard to Section 2.22 hereof.

6.2        Funding of the Trust . The Trust has been established to hold assets of the Employing Companies under certain circumstances as a reserve for the discharge of the Employing Companies’ obligations under the DCP and certain other plans and arrangements. Upon a Funding Event involving a Funding Change in Control under Section 2.14(a), (b) or (c) hereof, all Employing Companies shall be obligated to immediately contribute such amounts to the Trust as may be necessary to fully fund each Employing Company’s obligations to pay the aggregate benefits to be accrued under the DCP as of the date of the Funding Change in Control in accordance with the procedures set forth in Section 6.3 hereof. Upon a Funding Event involving a Funding Subsidiary under Section 2.14(d), (e) and (f) hereof, such Funding Subsidiary shall be obligated to immediately contribute such amounts to the Trust as may be necessary to fully fund such Funding Subsidiary’s obligations to pay the aggregate benefits to be accrued under the DCP as of the date of the Funding Change in Control in accordance with the procedures set forth in Section 6.3 hereof. Under the terms of the Trust agreement, all assets held in the Trust remain subject only to the claims of the Employing Companies’ general creditors whose claims against the Employing Companies are not satisfied because of the Employing Companies’ bankruptcy or insolvency (as those terms are defined in the Trust). Except as otherwise provided in the Trust agreement, no Participant has any preferred claim on, or beneficial ownership interest in, any assets of the Trust before the assets are paid to the Participant and all rights created under the Trust, as under the DCP, are unsecured contractual claims of the Participant against his Employing Company.

6.3        Calculation of Trust Contribution . As soon as practicable following a Funding Event, the affected Employing Companies shall contribute funds to the Trust based upon the funding strategy adopted by the Administrative Committee with the assistance of an appointed actuary in such amounts as shall be necessary to fulfill the Employing Companies’ obligations

pursuant to this Article VI and the terms of the Trust. The dollar amount necessary to satisfy each Employing Company’s obligations under this Article VI shall be estimated and paid to the Trust as soon as practicable following a Funding Event and shall be recalculated and trued- up immediately following the respective Funding Change in Control. In the event of a dispute following a Funding Event between a Participant and an Employing Company over such actuary’s determination of the dollar amount necessary to appropriately fund the Trust under this Article VI, the respective Employing Company(ies) and any complaining Participant(s) shall refer such dispute to an independent, third-party actuarial consultant, chosen by mutual agreement of the Employing Company and such Participant. If the Employing Company and the Participant cannot agree on an independent, third-party actuarial consultant, the actuarial consultant shall be chosen by lot from an equal number of actuaries submitted by the Employing Company and the Trustee (not to exceed four (4) each). Any such referral shall only occur once in total and the determination by the third-party actuarial consultant shall be final and binding upon both parties. The Employing Companies shall be responsible for all of the fees and expenses of the independent actuarial consultant.

(a)       With respect to compensation deferred on and after January 1, 2005, in the event of a Funding Change in Control, notwithstanding anything to the contrary in the DCP, a Participant’s Account under the DCP shall be paid out in a lump sum as soon as practicable following such Participant’s Separation From Service.

(b)       With respect to compensation deferred prior to January 1, 2005, in the event of a Funding Change in Control, notwithstanding anything to the contrary in the DCP, a Participant’s Account under the DCP shall be paid out in a lump sum as soon as practicable following such Participant’s termination of employment or retirement if such Participant makes such an election pursuant to those procedures established by the Administrative Committee in its sole and absolute discretion. If no such election is made, a Participant shall receive payment of his or her DCP Account solely in accordance with Article VII of the DCP.

ARTICLE VII - ADMINISTRATION

7.1        Administrative Committee . The Administrative Committee shall be responsible for the general administration of the Plan.

(a)       The Administrative Committee shall be responsible for the daily administration of the Plan and may appoint other persons or entities to perform or assist in the performance of any of its fiduciary duties, subject to its review and approval. The Administrative Committee shall have the right to remove any such appointee from his position without cause upon notice. Any person, group of persons, or entity may serve in more than one fiduciary capacity.

accounts of Participants and of their rights under the Plan and of all receipts, disbursements, transfers, and other transactions concerning the Plan. Such accounts, books, and records relating thereto shall be open at all reasonable times to inspection and audit by the Company and any persons designated thereby.

(c)       The Administrative Committee shall take all steps necessary to ensure that the Plan complies with the law at all times, including the preparation and filing of all documents and forms required by any governmental agency; maintenance of adequate Participant records; recording and transmission of all notices required to be given to Participants and their beneficiaries; receipt and dissemination, if required, of all reports and information received from the Employing Companies; securing of such fidelity bonds as may be required by law; and doing such other acts necessary for the proper administration of the Plan. The Administrative Committee shall keep a record of all of its proceedings and acts, and shall keep all such books of accounts, records, and other data as may be necessary for proper administration of the Plan. The Administrative Committee shall notify the Employing Companies upon their request of any action taken by it, and when required, shall notify any other interested person or persons.

7.3        Powers . The Administrative Committee shall administer the Plan in accordance with its terms and shall have all powers necessary to carry out the provisions of the Plan as more particularly set forth herein. The Administrative Committee shall have the discretionary authority to interpret the Plan (including any ambiguities herein) and to determine all questions arising in the administration, interpretation, and application of the Plan. The Administrative Committee shall adopt such procedures and regulations necessary or desirable for the discharge of its duties hereunder and may appoint such accountants, counsel, actuaries, specialists, and other agents as it deems necessary or desirable in connection with the administration of this Plan. The Administrative Committee shall be the legal appointed agent for the service of process.

7.4        Compensation of the Administrative Committee . The Administrative Committee shall not receive any compensation from the Plan for its services.

7.5        Payment of Expenses . The Administrative Committee shall be reimbursed by the Employing Companies for its reasonable expenses incurred in the discharge of its duties. Such expenses shall include any expenses incident to its duties, including, but not limited to, fees of accountants, counsel, actuaries, and other specialists, and other costs of administering the Plan.

7.6        Indemnification . Each Employing Company shall indemnify the Administrative Committee against any and all claims, losses, damages, expenses, and liability arising from its actions or omissions, except when the same is finally adjudicated to be the result of gross negligence or willful misconduct. The Employing Companies may purchase at their own expense sufficient liability insurance for the Administrative Committee to cover any and all claims, losses, damages, and expenses arising from any action or omission in connection with the execution of the duties as the Administrative Committee.

ARTICLE VIII - MISCELLANEOUS

be amended or terminated at any time by the Board of Directors, provided, however, that no such amendment or termination of the Plan shall be effective if such amendment or termination is made or is effective within a period that is (a) six (6) months before, or at any time after, a Preliminary Change in Control and (b) prior to (x) the earlier of such time as the Southern Committee shall have determined that the event that gave rise to such Preliminary Change in Control shall not be Consummated or (y) two years following the respective Change in Control, unless such amendment or termination during such period has the effect of increasing benefits to Participants under the Plan, is determined by the Board of Directors to be immaterial, or applies solely to individuals who, in the case of a Subsidiary Change in Control, were not employees of the Employing Company undergoing the Subsidiary Change in Control on the date of the respective Preliminary Change in Control, or, in the case of a Southern Change in Control, are not Employees on the date of the respective Southern Change in Control. Following a Change in Control, nothing in this Section 8.1 shall prevent the Board of Directors from amending or terminating the Plan as to any subsequent Change in Control provided that no such amendment or termination shall impair any rights or reduce any benefits previously accrued under the Plan as a result of a previous Change in Control. Notwithstanding anything to the contrary provided herein, it is the Company’s general intent not to amend Sections 4.5(b) or 6.4(b) of the Plan in any manner that would constitute, or could be interpreted to be, a “material modification” of any right or feature of this Plan as such term is defined under Section 409A of the Code, Internal Revenue Service Notice 2005-1, Treasury Regulation section 1.409A-1 et seq ., or any other Code Section 409A guidance promulgated by the Treasury Department or Internal Revenue Service (“409A Rules and Regulations”), and any such Plan amendment shall be disregarded to the extent such amendment would otherwise do so unless such amendment is made pursuant to an express resolution of the Board of Directors stating that the change is meant to be treated as a material modification pursuant to Code Section 409A or the 409A Rules and Regulations.

8.2        Additional Rights . Nothing in the Plan shall interfere with or limit in any way the right of the Employing Companies to terminate any employee’s employment at any time, or confer upon any employee any right to continue in the employ of the Employing Companies.

8.3        Code Section 409A Distribution Delay for Specified Employees. Notwithstanding anything in this Plan to the contrary, to the extent that any distribution under this Plan upon separation from service would otherwise be subject to tax under Code section 409A absent the six month delay in the distribution required by Code section 409A(a)(2)(B)(i) as a result of the recipient’s status as a “specified employee” as defined therein, such distribution shall not be made before the earlier of the date that is six months after the date of the recipient’s separation from service or the date of the recipient’s death. Any and all subsequent distributions, if any, shall be made in accordance with the established payment schedule under the Plan.

8.4        Benefit Payments and the Short Term Rule . In the case of a Separation From Service occurring in December of any given year, any “single sum amount” or “lump sum” payments under Articles IV, V and VI will be made no earlier than January 1 and no later than March 15 of the following year. (The foregoing time of payment requirement is intended to satisfy the requirements of the so-called “short term rule” as described in Treasury Regulation section 1.409A-1(a)(4) promulgated under Code section 409A and to ensure that a Participant cannot directly or indirectly designate the taxable year of the receipt of benefits under the Plan as described in Treasury Regulation section 1.409A-3(a)).

IN WITNESS WHEREOF, this Southern Company Change in Control Benefits Protection Plan has been executed by duly authorized officers of Southern Company Services, Inc. pursuant to resolutions of the Board of Directors of Southern Company Services, Inc. as of the date first above written.

Exhibit 10.2

AMENDED DEFERRED COMPENSATION AGREEMENT

THIS AMENDED DEFERRED COMPENSATION AGREEMENT ("Agreement") is made and entered into by THE SOUTHERN COMPANY ("Southern"), SOUTHERN COMPANY SERVICES, INC. (the "Company"), GEORGIA POWER COMPANY ("Georgia") (as successor in interest to Savannah Electric and Power Company), and GULF POWER COMPANY ("Gulf") (collectively the "Southern Parties") and G. EDISON HOLLAND, JR. ("Employee"), this 31st day of December, 2008 ("Effective Date").

W I T N E S S E T H

WHEREAS, Employee is a highly compensated employee of the Company and is a member of its management;

WHEREAS, although Employee's career with the Southern Company system began on April 25, 1992, his valuable services to Southern and its affiliated subsidiaries began at an earlier date while he was employed with the law firm Beggs and Lane;

WHEREAS, the Southern Parties desire to set forth the manner in which Employee will be recognized for his prior valuable service; and

WHEREAS, the parties desire to restate all earlier agreements as they pertain to the provision of deferred compensation, including that certain Supplemental Pension Agreement entered into February 22, 2002, and to provide for the assignment of this Agreement to any successor employer in the Southern affiliated group in the event Employee hereafter transfers his employment to any such successor employer.

NOW, THEREFORE, in consideration of the premises, and the agreements of the parties set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby covenant and agree as follows:

(a)       Subject to the terms of this Agreement, the Southern Parties shall pay to Employee (or if Payment continues, to Employee's designated beneficiary, as the case may be, in the event of Employee's death as described in Section 1(c) hereof) the supplemental retirement payment (the "Payment") described in Section 1(b) hereof (to be shared among the Southern Parties in such pro rata or other portions as set forth in Sections 1(e) and (f), 2 or 3 hereof).

(b)       In the event Employee satisfies the requirements of this Agreement, the Payment shall be an amount equal to the difference between:

(i)        the amounts payable to Employee under the Southern Company Pension Plan ("Pension Plan"), the Southern Company Supplemental Benefit Plan ("SBP") and the Southern Company Supplemental Executive Retirement Plan ("SERP") (collectively, the "Retirement Plans") as each shall then be in effect, determined as if Employee had an additional twelve years, four months (12.25 years) of Accredited Service under the Pension Plan; and

(ii)       the amounts Employee is actually entitled to receive under the Retirement Plans at Employee's retirement, as each shall then be in effect, as further determined and payable in accordance with Section 1(d) hereof.

(c)        Payment in the Event of Death . In the event Employee dies and Payment continues to Employee's designated beneficiary (the "Death Benefit"), such Payment shall be made in accordance with Section 1(d) hereof.

(d)        Calculation, Form and Timing of Payment . The calculation (including actuarial assumptions), form and timing of the Payment or Death Benefit upon the occurrence of a "separation from service" as defined in Section 409A of the Code and the regulations promulgated thereunder ("Separation from Service") shall be the same as the calculation (including actuarial assumptions), form and timing of similar payments to Employee or designated beneficiary as the case may be, under the terms of the SERP and the SBP (but, as to the SBP, only concerning the "Pension Benefit" provided thereunder) as each may be amended from time to time.

(e)       Upon Employee’s retirement from the Company under the terms of the Pension Plan, Gulf agrees to pay Employee a cash lump sum amount within thirty (30) days of his Separation from Service (subject to the requirement that if the Employee is a “specified employee” as defined by Code Section 409A and as determined by the Company, such lump sum payment shall be paid the first day of the seventh (7 ^th ) full month following the Employee’s Separation from Service) equal to the value of the number of shares of Common Stock in Southern which would have been allocated to Employee’s account under The Southern Company Employee Stock Ownership Plan (“ESOP”) had Employee been a participant in the ESOP during the 1992 plan year (“Shares”). For purposes of determining the lump sum value of the Shares, the Shares shall be deemed to have been invested as Phantom Common Stock under the SBP

since the date on which such Shares would have been allocated to Employee’s account under the ESOP.

(f)        Upon Employee’s retirement from the Company under the terms of the Pension Plan, Gulf agrees to pay Employee a cash lump sum amount within thirty (30) days of his Separation from Service (subject to the requirement that if the Employee is a “specified employee” as defined by Code Section 409A and as determined by the Company, such lump sum payment shall be paid the first day of the seventh (7 ^th ) full month following the Employee’s Separation from Service) equal to six percent (6%) of Employee’s annual compensation multiplied by the annual percentage of Gulf’s matching contribution allocated to employees’ account under The Southern Company Employee Savings Plan (“Savings Plan”) that would have been allocated to Employee’s account under the Savings Plan if Employee had participated in the Savings Plan from the period beginning April 25, 1992 and ending on April 30, 1993. For purposes of this Section 1(f), Employee shall be deemed to have invested the aforesaid funds in Phantom Common Stock under the SBP since April 25, 1992.

2.          Sharing of Expense . In the event that the Employee is employed at more than one subsidiary or affiliate of Southern (a “Southern Entity”), the liability for amounts paid under Sections 1(a) – (d) of this Agreement shall be apportioned so that each such company is obligated in accordance with this Section 2 to cover their percentage of the total liability as determined below. Each company's share of the liability shall be calculated by multiplying the Payment by a fraction where the numerator of such fraction is the base rate of pay received by the Employee at the respective company on his date of termination of employment or transfer, as applicable, multiplied by the Accredited Service as defined in the Pension Plan earned by the Employee at the respective company and where the denominator of such fraction is the sum of all numerators calculated for each respective company by which the Employee has been employed.

3.          Transfer of Employment to a Southern Subsidiary or Affiliate . In the event that Employee's employment by the Company is terminated and Employee shall become immediately re-employed by a Southern Entity, the Company shall assign this Agreement pursuant to an Assignment Agreement substantially in the form of Exhibit 1 attached hereto, and such assignee shall become the "Company" for all purposes hereunder. Such Southern Entity shall accept such assignment, but if for any reason this does not occur, Southern shall accept such assignment. In the event of such assignment, liability for any amounts to be paid under this Agreement shall be

shared pro rata by the Southern Parties and any such assignee (collectively "Contract Obligors") based upon the allocation methodology set forth in Section 2.

(a)        Preamble . As a material inducement to the Southern Parties to enter into this Agreement, and the recognition of the valuable experience, knowledge and proprietary information Employee gained from his employment with the Company, Employee warrants and agrees he will abide by and adhere to the following business protection provisions in this Section 4.

(b)        Definitions . For purposes of this Section 4, the following terms shall have the following meanings:

(i)        " Competitive Position " shall mean any employment, consulting, advisory, directorship, agency, promotional or independent contractor arrangement between Employee and any Entity (as defined below) engaged wholly or in material part in the business that the Company is engaged in whereby Employee is required to or does perform services on behalf of or for the benefit of such Entity which are substantially similar to the services Employee participated in or directed while employed by the Company or any other Southern Entity.

(ii)       " Confidential Information " shall mean the proprietary or confidential data, information, documents or materials (whether oral, written, electronic or otherwise) belonging to or pertaining to the Company or any of the other Southern Entities, other than "Trade Secrets" (as defined below), which is of tangible or intangible value to any of the Southern Entities and the details of which are not generally known to the competitors of the Southern Entities. Confidential Information shall also include: (A) any items that any of the Southern Entities have marked "CONFIDENTIAL" or some similar designation or are otherwise identified as being confidential; (B) all non-public information known by or in the possession of Employee related to or regarding any proceedings involving or related to the Southern Entities before any federal or state regulatory agencies; and (C) all communications, research, analysis, reports, opinions, recommendations and presentations prepared, reviewed, edited or possessed by Employee at any time during his employment, whether marked Confidential or not, which relate to electric utilities, electric generation or

transmission in the United States, or the building, acquisition or ownership of electric utility assets in the United States.

(iii)      " Entity " or " Entities " shall mean any person, business, individual, partnership, joint venture, agency, governmental agency, body or subdivision, association, firm, corporation, limited liability company or other entity of any kind.

(iv)      " Territory " shall mean the service territory of the Southern Entities and those states contiguous to such service territory or otherwise connected through regional electric markets..

(v)       " Trade Secrets " shall mean information or data of or about any of the Southern Entities, including, but not limited to, technical or non-technical data, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans or lists of actual or potential customers or suppliers that: (A) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (B) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. Employee agrees that trade secrets include non-public information related to the rate making process of the Southern Entities and any other information which is defined as a "trade secret" under applicable law, regardless of the process through which Employee would have become aware of or possessed such information.

(vi)      " Work Product " shall mean all tangible work product, memoranda, working papers, property, data, documentation, concepts or plans, inventions, improvements, techniques and processes (and drafts thereof) relating to the Southern Entities that were conceived, discovered, created, written, revised or developed by Employee during the term of his employment with the Company.

(i)        In recognition of the need of the Company to protect its legitimate business interests, Confidential Information and Trade Secrets, Employee hereby covenants and agrees that Employee shall regard and treat Trade Secrets and all Confidential Information as strictly confidential and wholly-owned by the Company and shall not, for any reason, in any fashion, either directly or

indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate any such item or information to any third party Entity for any purpose other than in accordance with this Agreement or as required by applicable law: (A) with regard to each item constituting a Trade Secret, at all times such information remains a "trade secret" under applicable law, and (B) with regard to any Confidential Information, for a period of three (3) years following the Employee's date of Separation from Service (hereafter the "Restricted Period").

(ii)       Employee shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information, and he shall immediately notify the Company of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which Employee becomes aware. Employee shall assist the Company, to the extent necessary, in the protection of or procurement of any intellectual property protection or other rights in any of the Trade Secrets or Confidential Information.

(iii)      All Work Product shall be owned exclusively by the Company. To the greatest extent possible, any Work Product shall be deemed to be "work made for hire" (as defined in the Copyright Act, 17 U.S.C.A. § 101 et seq., as amended), and Employee hereby unconditionally and irrevocably transfers and assigns to the Company all right, title and interest Employee currently has or may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks (and the goodwill associated therewith), trade secrets, service marks (and the goodwill associated therewith) and other intellectual property rights. Employee agrees to execute and deliver to the Company any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate, from time to time, to protect the rights granted herein or to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in the Company.

(d)        Non-Interference with Employees . Employee covenants and agrees that during the Restricted Period he will not, either directly or indirectly, alone or in conjunction with any Entity: (i) actively recruit, solicit, attempt to solicit, or induce any person who, during such Restricted Period, or within one year prior to his date of Separation from Service, was an exempt

employee of the Company or any of its subsidiaries, or was an officer of any of the other Southern Entities to leave or cease such employment for any reason whatsoever; or (ii) hire or engage the services of any such person described in Section 4(d)(i) in any business substantially similar or competitive with that in which the Southern Entities were engaged during his employment.

(i)        Employee acknowledges that in the course of employment, he has learned about the Company's business, services, materials, programs, plans, processes, and products and the manner in which they are developed, marketed, serviced and provided. Employee knows and acknowledges that the Company has invested considerable time and money in developing its business, services, materials, programs, plans, processes, products and marketing techniques and that they are unique and original. Employee further acknowledges that the Company must keep secret all pertinent information divulged to Employee regarding the Company's business concepts, services, materials, ideas, programs, plans and processes, products and marketing techniques, so as not to aid the Company's competitors. Accordingly, the parties agree that the Company is entitled to the following protection, which Employee agrees is reasonable:

(ii)       Employee covenants and agrees that for a period of two (2) years following his date of Separation from Service, he will not, on his own behalf or on behalf of any Entity, solicit, direct, appropriate, call upon, or initiate communication or contact with any Entity or any representative of any Entity, with whom Employee had contact during his employment, with a view toward the sale or the providing of any product, equipment or service sold or provided or under development by the Company during the period of two (2) years immediately preceding the date of Employee's date of Separation from Service. The restrictions set forth in this Section shall apply only to Entities with whom Employee had actual contact during the two (2) years prior to Employee's date of Separation from Service with a view toward the sale or providing of any product, equipment or service sold, provided, or under development by the Company.

5.          Publicity; No Disparaging Statement . Except as otherwise provided in Section 9 hereof, Employee and the Company covenant and agree that they shall not engage in any communications which shall disparage one another or interfere with their existing or prospective

business relationships. Such communications include, but are not necessarily limited to, remarks, comments, observations, analysis, opinions, statements, whether solicited or unsolicited, written or verbal, which reflect in any manner on the market, operating, financial, communications, people or other business strategies or actions of the Southern Entities, and their officers, directors, employees and agents.

6.          No Employment . Employee agrees that he shall not unilaterally seek re-employment as an employee, temporary employee, leased employee or independent contractor with any of the Southern Entities, for a period of two (2) years following the Employee's date of Separation from Service. Further, neither the Company nor any of the other Southern Entities shall rehire Employee as an employee, temporary employee, leased employee or independent contractor for a period of two (2) years following Employee's date of Separation from Service, unless a necessary business reason exists for rehiring Employee and a committee, comprised of (a) an officer from the business unit of the Southern Entity seeking to rehire Employee and (b) the Chief Executive Officer of the Company, approves of such rehiring.

7.          Return of Materials . By no later than the Employee's date of Separation from Service, Employee agrees to return to the Company all property of the Company and other Southern Entities, including but not limited to data, lists, information, memoranda, documents, identification cards, parking cards, keys, computers, fax machines, beepers, phones, files and any and all written or descriptive materials of any kind belonging or relating to the Company or any other Southern Entity, including, without limitation, any originals, copies and abstracts containing any Work Product, intellectual property, Confidential Information and Trade Secrets in Employee's possession or control.

8.          Cooperation . The parties agree that as a result of Employee's duties and activities during his employment, Employee's reasonable availability may be necessary for the Company to meaningfully respond to or address actual or threatened litigation, or government inquiries or investigations, or required filings with state, federal or foreign agencies (hereinafter "Company Matters"). Upon request of the Company, and at any point following Employee's date of Separation from Service, Employee will make himself available to the Company for reasonable periods not inconsistent with his future employment, if any, by other Entities and will cooperate with the Company's agents and attorneys as reasonably required by such Company Matters. The Company will reimburse Employee for any reasonable out-of-pocket expenses associated with providing such cooperation.

9.          Confidentiality and Legal Process . Employee represents and agrees that he will keep the terms, amount and fact of this Agreement confidential and that he will not hereafter disclose any information concerning this Agreement to anyone other than his personal agents, including, but not limited to, any past, present, or prospective employee or applicant for employment with the Company. Notwithstanding the foregoing, nothing in this Agreement is intended to prohibit Employee from performing any duty or obligation that shall arise as a matter of law. Specifically, Employee shall continue to be under a duty to truthfully respond to any legal and valid subpoena or other legal process. This Agreement is not intended in any way to proscribe Employee's right and ability to provide information to any federal, state or local government in the lawful exercise of such governments' governmental functions.

10.        Successors and Assigns; Applicable Law . This Agreement shall be binding upon and inure to the benefit of Employee and his heirs, administrators, representatives, executors, successors and assigns, and shall be binding upon and inure to the benefit of the Contract Obligors and their officers, directors, employees, agents, shareholders, parent corporation, and affiliates, and their respective predecessors, successors, assigns, heirs, executors and administrators and each of them, and to their heirs, administrators, representatives, executors, successors, and assigns. This Agreement shall be construed and interpreted in accordance with the laws of the State of Georgia (without giving effect to principles of conflicts of laws), to the extent such laws are not otherwise superseded by the laws of the United States.

11.        Complete Agreement . This Agreement shall constitute the full and complete agreement between the parties concerning its subject matter and fully supersedes any and all other prior agreements or understandings between the parties concerning the subject matter hereof, including but not limited to that certain Supplemental Pension Agreement entered into February 22, 2002. This Agreement shall not be modified or amended except by a written instrument signed by both Employee and an authorized representative of the Company and Southern.

12.        Severability . The unenforceability or invalidity of any particular provision of this Agreement shall not affect its other provisions, and to the extent necessary to give such other provisions effect, they shall be deemed severable. If any of the provisions of this Agreement are determined by any court of law or equity with jurisdiction over this matter to be unreasonable or unenforceable, in whole or in part, as written, the parties hereby consent to and affirmatively request that said court reform the provision so as to be reasonable and enforceable and that said court enforce the provision as reformed. Employee acknowledges and agrees that the covenants

and agreements contained in this Agreement, including, without limitation, the covenants and agreements contained in Sections 4, 5, 6, 7 and 8 shall be construed as covenants and agreements independent of each other or any other contract between the parties hereto and that the existence of any claim or cause of action by Employee, whether predicated upon this Agreement or any other contract, shall not constitute a defense to the enforcement by the Southern Parties of said covenants and agreements.

13.        Waiver of Breach; Specific Performance . The waiver of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other breach. Each of the parties to this Agreement will be entitled to enforce its or his rights under this Agreement, specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in its or his favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its or his sole discretion apply to any court of law or equity of competent jurisdiction for specific performance or injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement.

14.        Unsecured General Creditor . The Contract Obligors shall neither reserve nor specifically set aside funds for the payment of its obligations under this Agreement, and such obligations shall be paid solely from the general assets of the Contract Obligors. Notwithstanding that Employee may be entitled to receive the value of his benefit under the terms and conditions of this Agreement, the assets from which such amount may be paid shall at all times be subject to the claims of the Contract Obligors' creditors.

15.        No Effect on other Arrangements . It is expressly understood and agreed that the payments made in accordance with this Agreement are in addition to any other benefits or compensation to which Employee may be entitled or for which he may be eligible, whether funded or unfunded, by reason of his employment with the Contract Obligors.

(a)       There shall be deducted from the Payment described in Section 1(a) – (d) of 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 Employee at the same time and in the same manner as such taxes are deducted from pension benefits provided under the SBP and SERP.

(b)       With respect to Sections 1(e) and (f), there may be deducted from any payment under this Agreement in accordance with the requirements of 409A of the Code the

amount of any tax owed by the Employee required by any governmental authority to be withheld and paid over by the Company to such governmental authority for the account of the Employee. The Company may also seek payment for tax owed by the Employee directly from him or may withhold such tax from compensation otherwise paid to him.

17.        Notices . All notices required, necessary or desired to be given pursuant to this Agreement shall be in writing and shall be effective when delivered or on the third day following the date upon which such notice is deposited, postage prepaid, in the United States mail, certified return receipt requested, and addressed to the party at the address set forth below:

18.        Compensation and/or Earnings . Any compensation paid on behalf of Employee under this Agreement shall not be considered "compensation," as such term is defined in Savings Plan or "earnings" as such term is defined in the Pension Plan. Payments under this Agreement shall not be considered wages, salaries or compensation under any other employee benefit plan of the Company or any other Southern Entity.

19.        No Guarantee of Employment . No provision of this Agreement shall be construed to affect in any manner the existing rights of the Company to suspend, end, alter, or modify, whether or not for cause, the employment relationship of Employee and the Company.

20.        Interpretation . The judicial body interpreting this Agreement shall not more strictly construe the terms of this Agreement against one party, it being agreed that both parties and/or their attorneys or agents have negotiated and participated in the preparation hereof.

21.         Accredited Investor . Employee understands that the Company’s obligations under this Agreement have not been registered under the Securities Exchange Act of 1933, as amended (the "Securities Act"), or any state securities laws. Employee is an “accredited investor” as defined in Regulation D under the Securities Act, and has such knowledge and experience in financial and business matters that he is able to evaluate the risks and benefits of this Agreement. There has been direct communication and negotiation between the Company and Employee with respect to this Agreement. The Company has made available to Employee information regarding the business of the Company and the risks inherent therein, and Employee

has had the opportunity to ask questions of, and receive responses from, the Company regarding such matters and the terms and conditions of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

"SOUTHERN"

THE SOUTHERN COMPANY

By: /s/Patricia L. Roberts

Its: Assistant Secretary

"COMPANY"

SOUTHERN COMPANY SERVICES, INC.

By: /s/Patricia L. Roberts

Its: Vice President & Associate General Counsel

"GEORGIA"

GEORGIA POWER COMPANY

By: /s/Wayne Boston

Its: Assistant Secretary

"GULF"

By: /s/Wayne Boston

Its: Assistant Secretary

"EMPLOYEE"

G. Edison Holland, Jr.

/s/G. Edison Holland Jr.

Exhibit 1

FORM OF ASSIGNMENT AGREEMENT

THIS ASSIGNMENT AGREEMENT by and between Southern Company Services, Inc. ("Assignor") and ____________________ ("Assignee") dated this ____ day of ___________, 20__.

WHEREAS Assignor entered into that certain Deferred Compensation Agreement by and between Assignor, The Southern Company, Southern Company Services, Inc., Georgia Power Company, Gulf Power Company and G. Edison Holland, Jr. ("Employee") on or about December ___, 2008 (the "DCA");

WHEREAS Employee, Assignor and Assignee desire for Employee to transfer his employment from Assignor to Assignee; and

WHEREAS Assignor desires to assign its rights and further obligations under the DCA to Assignee and Assignee desires to accept such assignment.

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 hereto, intending to be legally bound, hereby covenant and agree as follows:

1.         Pursuant to the terms of the DCA, Assignor assigns its further obligations under the DCA to Assignee and Assignee accepts such assignment; provided, however, that such assignment does not relieve Assignor of any accrued obligations to Employee or any other party under the DCA as of the date of this Assignment Agreement.

IN WITNESS WHEREOF parties hereto have executed this Agreement as follows: