Change in Control Agreement - The Southern Co., Southern Energy Inc., Southern Energy Resources Inc. and S. Marce Fuller


                           CHANGE IN CONTROL AGREEMENT

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

                                W I T N E S S E T H:

         WHEREAS,  Ms.  Fuller is the  Chief  Executive  Officer  of SEI and the
Company,  and the Company serves as the employer with respect to assets held
by SEI;

         WHEREAS,  the  Parties  entered  into a  Change  in  Control  Agreement
effective  December 10, 1998 (the  "Original  Agreement")  to provide to Ms.
Fuller certain severance  benefits under certain  circumstances  following a
change in control (as defined herein) of Southern or the Company;

         WHEREAS,  the parties  subsequently  entered into a Change in Control 
Agreement,  effective  December 10, 1998 and executed June 17, 1999,  
which superseded the Original  Agreement (the "Second  Agreement") to 
clarify benefits under this Agreement related to the Southern Energy 
Resources,  Inc. Deferred  Incentive  Compensation Plan;

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

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

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

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

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

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

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

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

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

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

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

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

         (i) "Employee  Outplacement Program" shall mean the program established
    by the Company from time to time for the purpose of  assisting  participants
    covered  by the plan in finding  employment  outside  of the  Company  which
    provides for the following services:

             (i)  self-assessment,  career decision and goal setting;  

            (ii)  job market  research and job  sources; 
 
           (iii)  networking  and interviewing   skills;  
 
            (iv)  planning  and   implementation strategy; 
 
             (v)  resume writing,  job hunting methods and salary negotiation; 
                  and 

            (vi)  office support and job search resources.

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

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

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

             (ii)  Reduced  Salary.  A reduction of five percent (5%) or more by
          the Company in either of the following:  
                   (i) Ms. Fuller's annual base salary rate as in effect  
             immediately  prior to the Change in Control (except for a less than
             ten  percent  (10%), across-the-board  annual  base  salary  rate 
             reduction  similarly affecting at least  ninety-five  percent  
             (95%) of the Executive Employees of the Company);  or 

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

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

               (iv)  Relocation.  A change  in Ms.  Fuller's  work  location  
             to a location  more than fifty (50)  miles  from the office  
             where Ms. Fuller is located at the time of the Change in Control,  
             unless such new work location is within fifty (50) miles from Ms. 
             Fuller's principal place of residence at the time of the Change 
             in Control. The acceptance,  if any, by Ms. Fuller of employment 
             by the Company at a work location which is outside the fifty 
             mile radius set forth in this  Paragraph  1.(k)

               (iv)  shall not be a waiver of Ms.Fuller's  right to refuse  
             subsequent  transfer by the Company to a location which is more 
             than fifty (50) miles  from Ms.Fuller's  principal  place of 
             residence  at the  time  of the Change  in  Control,  and  
             such  subsequent unconsented transfer shall be "Good Reason" 
             under this Agreement; or

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

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


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

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

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

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

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

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

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

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

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

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

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

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

             (ii)  The  willful  engaging  by Ms. Fuller  in  conduct  that  is
         demonstrably  and  materially  injurious  to  the  Company,   
         monetarily or otherwise, including, but not limited to any of the 
         following:

                  (A) any willful act involving  fraud or dishonesty  in the 
             course of Ms.  Fuller's  employment by the
             Company;

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

                   (C) attendance  at  work  in  a  state  of
             intoxication  or otherwise  being found in possession
             at her workplace of any prohibited drug or substance,
             possession  of  which  would  amount  to  a  criminal
             offense;

                   (D) violation of the  Company's  policies on
             drug and alcohol usage, fitness for duty requirements
             or similar policies as may exist from time to time as
             adopted by the Company's safety officer;

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

                   (F) indictment of any felony or any misdemeanor involving 
             moral turpitude.

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

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

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

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

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

         (z)  "Waiver and Release" shall mean the Waiver and Release attached 
      hereto as Exhibit A.
                 
         (aa) "Year of  Service"  shall mean Ms.  Fuller's  Months of Service 
      divided by twelve  (12) rounded to the nearest whole year,  rounding up 
      if the remaining number of months is seven (7) or greater and  rounding  
      down if the  remaining number of months is less than seven (7).  If Ms.  
      Fuller has a break in her  service  with the  Company,  she will  receive
      credit  under this Agreement  for service  prior to the break in service 
      only if the break in service is less than five years.

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

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

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

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

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

           (b) Severance  Benefits.  If Ms. Fuller meets the  eligibility
       requirements of Paragraph 2.(a) hereof, she shall be entitled to a cash
       severance  benefit  in an  amount  equal  to  three  times  her  Annual
       Compensation (the "Severance Amount").  If any portion of the Severance
       Amount  constitutes  an  "excess  parachute  payment"  (as such term is
       defined  under Code Section 280G  ("Excess  Parachute  Payment")),  the
       Company  shall pay to Ms.  Fuller an  additional  amount  calculated by
       determining  the  amount  of tax  under  Code  Section  4999  that  she
       otherwise would have paid on any Excess Parachute  Payment with respect
       to the  Change  in  Control  and  dividing  such  amount  by a  decimal
       determined  by adding  the tax rate under Code  Section  4999  ("Excise
       Tax"), the hospital insurance tax under Code Section 3101(b) ("HI Tax")
       and federal and state income tax measured at the highest marginal rates
       ("Income Tax") and subtracting such result from the number one (1) (the
       "280G  Gross-up");  provided,  however,  that no 280G Gross-up shall be
       paid unless the Severance Amount plus all other "parachute payments" to
       Ms. Fuller under Code Section 280G exceeds three (3) times Ms. Fuller's
       "base  amount" (as such term is defined  under Code Section 280G ("Base
       Amount")) by ten percent (10%) or more;  provided  further,  that if no
       280G Gross-up is paid,  the  Severance  Amount shall be capped at three
       (3) times Ms. Fuller's Base Amount, less all other "parachute payments"
       (as such term is  defined  under Code  Section  280G)  received  by Ms.
       Fuller,  less one dollar (the "Capped  Amount"),  if the Capped Amount,
       reduced by HI Tax and Income Tax,  exceeds  what  otherwise  would have
       been the  Severance  Amount,  reduced by HI Tax,  Income Tax and Excise
       Tax.
             For purposes of this Paragraph 2.(b), whether any amount would
       constitute an Excess  Parachute  Payment and any other  calculations of
       tax,  e.g.,  Excise Tax, HI Tax,  Income Tax,  etc., or other  amounts,
       e.g., Base Amount,  Capped Amount, etc., shall be determined by the tax
       department of the independent  public  accounting firm then responsible
       for preparing  Southern's  consolidated  federal income tax return, and
       such calculations or  determinations  shall be binding upon the parties
       hereto.
               
            (c) Welfare  Benefits.  If Ms. Fuller meets the eligibility  
       requirements of Paragraph 2.(a) hereof and is not otherwise  eligible to 
       receive retiree medical and life insurance  benefits  provided to certain
       retirees  pursuant to the terms of the  Pension  Plan,  the Group  
       Health Plan and the Group Life Insurance Plan, she shall be entitled to 
       the benefits set forth in this Paragraph 2.(c).
               
                (i) Ms. Fuller shall be eligible to participate for a
            period  not to exceed  five (5) years in the  Company's  Group
            Health  Plan,  upon  payment  of both  the  Company's  and her
            monthly  premium  under  such  plan,  for a period  of six (6)
            months  for  each of Ms.  Fuller's  Years of  Service.  If Ms.
            Fuller elects to receive this extended medical  coverage,  she
            shall  also be  entitled  to elect  coverage  under  the Group
            Health Plan for her dependents who were  participating  in the
            Group Health Plan on Ms.  Fuller's  Termination  Date (and for
            such other dependents as may be entitled to coverage under the
            provisions   of   the   Health   Insurance   Portability   and
            Accountability  Act of 1996) for the duration of Ms.  Fuller's
            extended medical coverage under this Paragraph 2.(c)(i) to the
            extent such dependents remain eligible for dependent  coverage
            under the terms of the Group Health Plan.

                     (A) The extended medical  coverage  afforded
                 to Ms. Fuller pursuant to Paragraph 2.(c)(i), as well
                 as  the  premiums  to  be  paid  by  Ms.   Fuller  in
                 connection  with such coverage shall be determined in
                 accordance  with the terms of the Group  Health  Plan
                 and shall be subject to any  changes in the terms and
                 conditions  of the Group  Health  Plan as well as any
                 future  increases in premiums  under the Group Health
                 Plan.  The  premiums  to be  paid  by Ms.  Fuller  in
                 connection  with this extended  coverage shall be due
                 on the first day of each  month;  provided,  however,
                 that if she fails to pay her  premium  within  thirty
                 (30) days of its due  date,  such  extended  coverage
                 shall be terminated.

                    (B) Any Group Health Plan coverage  provided
                 under  Paragraph  2.(c)(i) shall be a part of and not
                 in addition to any COBRA Coverage which Ms. Fuller or
                 her dependent may elect. In the event that Ms. Fuller
                 or her dependent  becomes eligible to be covered,  by
                 virtue  of   re-employment   or  otherwise,   by  any
                 employer-sponsored  group  health plan or is eligible
                 for coverage  under any  government-sponsored  health
                 plan  during  the above  period,  coverage  under the
                 Company's  Group Health Plan  available to Ms. Fuller
                 or her  dependent  by  virtue  of the  provisions  of
                 Paragraph  2.(c)(i)  shall  terminate,  except as may
                 otherwise  be  required  by  law,  and  shall  not be
                 renewed. (ii) Ms. Fuller shall be entitled to receive
                 cash in an amount equal to the Company's  and Ms.  Fuller's
                 cost of  premiums  for three (3) years of coverage  under 
                 the Group  Health Plan and Group Life Insurance  Plan in 
                 accordance  with the terms of such plans as of the date of 
                 the Change in Control.

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

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

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

                 (C) The    restrictions    and    deferral
             limitations  and other  conditions  applicable to any
             other Awards held by Ms. Fuller under the Performance
             Stock Plan as of the  Termination  Date shall  lapse,
             and  such  other  Awards  shall  become  free  of all
             restrictions,  limitations  or conditions  and become
             fully vested and  transferable  to the full extent of
             the original grant.

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

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

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

            (v) DIC Plan.  Provided Ms. Fuller is not entitled to
          benefits under Article V of the DIC Plan (the defined terms of
          which  are  incorporated   into  this  Paragraph   2(d)(v)  by
          reference),  if the DIC Plan is in place through Ms.  Fuller's
          Termination Date and to the extent that Ms. Fuller is entitled
          to participate  therein,  any of Ms. Fuller's Awards as of the
          Termination  Date which are not then vested shall become fully
          vested and Ms. Fuller shall be entitled to receive cash in the
          amount  equal to Ms.  Fuller's  Account as of her  Termination
          Date.   Notwithstanding  anything  in  the  DIC  Plan  to  the
          contrary,  the investment  return on the Awards  determined in
          accordance  with Section 3.1 of the DIC Plan for any Plan Year
          following  a  Change  in  Control  shall  be no less  than the
          investment return determined in accordance with Section 3.1 of
          the DIC Plan as of the date of such  Change  in  Control  with
          respect to those Accounts which are outstanding as of the date
          of such Change in Control.

             (vi)  Omnibus  Incentive  Compensation  Plan.  In  the  event  
          of an  initial  public offering of SEI and the adoption of the 
          Southern  Energy,  Inc.  Omnibus  Incentive  Compensation Plan (the
          "Omnibus  Plan"),  Ms.  Fuller's  right to receive  incentive  
          compensation  under the Omnibus  Plan in the event of a "change in  
          control,"  as defined  therein,  shall be governed by the terms of 
          such Omnibus Plan and the award(s) granted thereunder.
          
         (e) Payment of  Benefits.  Any  amounts  due under this  Agreement 
      shall be paid in one (1) lump sum payment as soon as administratively  
      practicable following the later of: (i) Ms. Fuller's  Termination Date, 
      or (ii) upon Ms. Fuller's tender of an effective Waiver and Release to 
      the Company in the form of Exhibit  A  attached  hereto  and  the  
      expiration  of  any  applicable revocation  period  for such  waiver.  
      In the event of a  dispute  with respect  to  liability  or  amount of 
      any  benefit  due  hereunder,  an  effective  Waiver and  Release
      shall be  tendered at the time of final resolution of any such 
      dispute when payment is tendered by the Company.
      Effective  May 10,  2000,  if the  Company  fails  or  refuses  to make
      payments under the  Agreement,  Ms. Fuller may have the right to obtain
      payment  by SEI  pursuant  to the  terms  of the  "Guarantee  Agreement
      Concerning  Southern Energy  Resources,  Inc.  Compensation and Benefit
      Arrangements"  entered into by the Company and SEI. Ms.  Fuller's right
      to payment is not increased as a result of this SEI Guarantee.  She has
      the same right to payment  from SEI as she would have from the Company.
      Any demand to enforce this SEI Guarantee  should be made in writing and
      should  reasonably  and  briefly  specify the manner and the amount the
      Company has failed to pay. Such writing  given by personal  delivery or
      mail shall be  effective  upon actual  receipt.  Any  writing  given by
      telegram  or  telecopier  shall be  effective  upon  actual  receipt if
      received during SEI's normal business hours, or at the beginning of the
      next business day after  receipt,  if not received  during SEI's normal
      business  hours.  All  arrivals  by  telegram  or  telecopier  shall be
      confirmed  promptly after  transmission in writing by certified mail or
      personal delivery.

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

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

          (h) Employee  Outplacement  Services.  Ms.  Fuller shall be eligible 
      to  participate  in the Employee  Outplacement  Program,  which  program 
      shall not be less than six (6) months  duration  measured
      from Ms. Fuller's Termination Date.
               
         (i) Non-qualified  Retirement and Deferred Compensation Plans.
      The Parties agree that subsequent to a Change in Control, any claims by
      Ms.  Fuller  for  benefits  under  any of the  Company's  non-qualified
      retirement  or deferred  compensation  plans shall be resolved  through
      binding  arbitration  in accordance  with the provisions and procedures
      set  forth in  Paragraph  5 hereof  and if any  material  issue in such
      dispute is finally  resolved in Ms. Fuller's  favor,  the Company shall
      reimburse Ms.  Fuller's legal fees in the manner  provided in Paragraph
      2.(g) hereof.
      
  3. Transfer of Employment. In the event that Ms. Fuller's employment by
the  Company is  terminated  during the two year  period  following  a Change in
Control and Ms. Fuller accepts employment by Southern, a Southern Subsidiary, or
any employer  that  succeeds to all or  substantially  all of the assets of SEI,
Southern or any Southern Subsidiary,  the Company shall assign this Agreement to
Southern, such Southern Subsidiary, or successor employer, Southern shall accept
such  assignment  or cause such  Southern  Subsidiary  or successor  employer to
accept such  assignment,  and such  assignee  shall become the "Company" for all
purposes hereunder.

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

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

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

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

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

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

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

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

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

        (b) Withholding.  There  shall be  deducted  from the  payment of any 
     benefit due under this Agreement  the amount of any tax  required by any  
     governmental  authority to be withheld and paid over by the Company to 
     such governmental authority for the account of Ms. Fuller.
              
        (c) Assignment.  Ms. Fuller shall have no rights to sell,  assign,  
     transfer,  encumber,  or otherwise  convey the right to receive the 
     payment of any benefit  due  hereunder,  which  payment and the
     rights  thereto are  expressly  declared to be  nonassignable  and  
     nontransferable.  Any attempt to do so shall be null and void and of no 
     effect.
                  
        (d) Amendment  and  Termination.  The  Agreement  may be  amended  
     or  terminated  only by a writing executed by the parties.

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

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





         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement 
this ____ day of  __________________, 2000.
                                     
                                      THE SOUTHERN COMPANY


                             By:      ____________________________________


                                      SOUTHERN ENERGY RESOURCES, INC.


                             By:      ____________________________________


                                      SOUTHERN ENERGY, INC.


                             By:      ____________________________________


                                      MS. FULLER


                                      -----------------------------
                                      /s/ Marce Fuller
                                      S. Marce Fuller







marcefuller
25


                                    Exhibit A

                           CHANGE IN CONTROL AGREEMENT

                               Waiver and Release


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





                           CHANGE IN CONTROL AGREEMENT

                               Waiver and Release


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

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

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

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

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

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

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

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

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

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

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


                                                  /s/ S. Marce Fuller          
                                                  S. Marce Fuller

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

                                            
Notary Public

My Commission Expires:

                                    
(Notary Seal)

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

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