SOUTHERN COMPANY CHANGE IN CONTROL BENEFITS PROTECTION PLAN

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 Sto