CHANGE IN CONTROL AGREEMENT
THIS CHANGE IN CONTROL AGREEMENT ("Agreement") made and entered into by and between The
Southern Company ("Southern"), Alabama Power Company (the "Company") and Mr. Banks Harry Farris ("Mr.
W I T N E S S E T H:
WHEREAS, Mr. Farris is the Executive Vice President of the Company;
WHEREAS, the Company wishes to provide to Mr. Farris certain severance benefits under certain
circumstances following a change in control (as defined herein) of Southern or the Company;
NOW, THEREFORE, in consideration of the premises, and the agreements of the parties set forth in this
Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1. Definitions. For purposes of this Agreement, the following terms shall have the following meanings:
(a) "Annual Compensation" shall mean Mr. Farris's highest annual base salary rate for the twelve (12) month
period immediately preceding the date of the Change in Control plus market level target annual bonus as set forth
on Exhibit A hereof.
(b) "Beneficial Ownership" shall mean beneficial ownership within the meaning of Rule 13d-3 promulgated under
the Exchange Act.
(c) "Board" shall mean the board of directors of the Company.
(d) "Business Combination" shall mean a reorganization, merger or consolidation of Southern or sale or other
disposition of all or substantially all of the assets of Southern.
(e) "Change in Control" shall mean any of the following:
(i) The Consummation of an acquisition by any Person of Beneficial Ownership of 20% or more of Southern's
Voting Securities; provided, however, that for purposes of this Paragraph 1.(e)(i), the following acquisitions of
Southern's Voting Securities shall not constitute a Change in Control:
(A) any acquisition directly from Southern;
(B) any acquisition by Southern;
(C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by