0000092122-09-000011 Sample Contracts

AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • February 25th, 2009 • Southern Power Co • Electric services

THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT ("Agreement") made and entered into by and between The Southern Company ("Southern"), Alabama Power Company (the "Company") and Mr. Charles Douglas McCrary ("Mr. McCrary") (hereinafter collectively referred to as the "Parties") is effective December 31, 2008. This Agreement amends and restates the Amended and Restated Change in Control Agreement entered into by Mr. McCrary, Southern and the Company, effective January 1, 2007.

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AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • February 25th, 2009 • Southern Power Co • Electric services

THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (“Agreement”) made and entered into by and between The Southern Company (“Southern”), Southern Company Services, Inc. (the “Company”) and Mr. David M. Ratcliffe (“Mr. Ratcliffe”) (hereinafter collectively referred to as the “Parties”) is effective December 31, 2008. This Agreement amends and restates the Amended and Restated Change in Control Agreement entered into by Mr. Ratcliffe, Southern and the Company, effective January 1, 2007.

AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • February 25th, 2009 • Southern Power Co • Electric services

THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT ("Agreement") made and entered into by and between The Southern Company ("Southern"), Georgia Power Company (the "Company") and Mr. Michael D. Garrett ("Mr. Garrett ") (hereinafter collectively referred to as the "Parties") is effective December 31, 2008. This Agreement amends and restates the Amended and Restated Change in Control Agreement entered into by Mr. Garrett, Southern and the Company, effective January 1, 2007.

FIRST AMENDMENT TO THE SOUTHERN COMPANY DEFERRED STOCK TRUST AGREEMENT FOR DIRECTORS OF SOUTHERN COMPANY AND ITS SUBSIDIARIES
Deferred Stock Trust Agreement • February 25th, 2009 • Southern Power Co • Electric services

WHEREAS, the Grantors adopted the Southern Company Deferred Stock Trust Agreement for Directors of Southern Company and its Subsidiaries (“Trust”) amended and restated effective January 1, 2000; and

AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • February 25th, 2009 • Southern Power Co • Electric services

THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT ("Agreement") made and entered into by and between The Southern Company ("Southern"), Southern Company Services, Inc. (the "Company") and Mr. Thomas A. Fanning ("Mr. Fanning") (hereinafter collectively referred to as the "Parties") is effective December 31, 2008. This Agreement amends and restates the Amended and Restated Change in Control Agreement entered into by Mr. Fanning, Southern and the Company, effective January 1, 2007.

FIRST AMENDMENT TO THE SOUTHERN COMPANY DEFERRED COMPENSATION TRUST AGREEMENT
Deferred Compensation Trust Agreement • February 25th, 2009 • Southern Power Co • Electric services

WHEREAS, the Grantors adopted the Southern Company Deferred Compensation Trust Agreement (“Trust”) amended and restated effective January 1, 2001; and

AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • February 25th, 2009 • Southern Power Co • Electric services

THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT ("Agreement") made and entered into by and between The Southern Company ("Southern"), Southern Company Services, Inc. (the "Company") and Mr. William Paul Bowers ("Mr. Bowers") (hereinafter collectively referred to as the "Parties") is effective December 31, 2008. This Agreement amends and restates the Change in Control Agreement entered into by Mr. Bowers, Southern and Southern Company Services, effective January 1, 2007.

AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • February 25th, 2009 • Southern Power Co • Electric services

THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT ("Agreement") made and entered into by and between The Southern Company ("Southern"), Southern Company Services, Inc. (the "Company") and Mr. G. Edison Holland ("Mr. Holland") (hereinafter collectively referred to as the "Parties") is effective December 31, 2008. This Agreement amends and restates the Amended and Restated Change in Control Agreement entered into by Mr. Holland, Southern and the Company, effective January 1, 2007.

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