SOUTHERN CO
EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>ex10-1.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>
                                                                 Exhibit 10.1
                              EMPLOYMENT AGREEMENT

         This EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into on
the 22 day of December, 2004, by and between SOUTHERN NUCLEAR OPERATING COMPANY,
INC. (hereinafter called "Company") and WILLIAM GEORGE HAIRSTON III (hereinafter
called "Employee"), to be effective as of December 23, 2004.

                              W I T N E S S E T H:

         WHEREAS, Employee has been employed by Company in the position of
Chief Executive Officer and President of Company;

         WHEREAS, Employee ceased acting as Chief Executive Officer and
President of Company effective September 1, 2004, and became the Chairman of the
Company;

         WHEREAS, Company recognizes Employee's contributions to Company and
desires to provide for the continued employment of Employee for a limited
duration in the position of Chairman on the terms and conditions set forth
herein;

         WHEREAS, Employee is willing to commit himself to continue to serve
Company in the position of Chairman on the terms and conditions herein provided.

         NOW, THEREFORE, in consideration of the premise, the mutual promises,
covenants and agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:

1.                         Employment.

                           Subject to the terms and conditions of
                           this Agreement, Company shall continue to employ
                           Employee in the position of Chairman, and Employee
                           hereby accepts continued employment in such position.

2.                         Term of Employment.

(a)                        The term of Employee's employment under this
                           Agreement shall be for approximately six (6) months,
                           commencing on the effective date of this Agreement as
                           set forth above and expiring on July 1, 2005, unless
                           and until this Agreement is terminated earlier
                           pursuant to Section 7, 8, or 9 hereof ("Term").

(b)                        In the event the Employee's employment with the
                           Company is not terminated pursuant to Section 7, 8,
                           or 9 hereof on or before July 1, 2005, Employee's
                           employment with the Company will in any event be
                           terminated on July 1, 2005.


(c)                        Any termination of Employee's employment under the
                           terms of this Agreement will not affect in any way
                           the continuous obligations of the Employee and the
                           Company, specifically including, but not limited to,
                           those obligations set forth in Sections 10, 11, 12,
                           13 and 14 of this Agreement.
<PAGE>

3.                         Position And Responsibilities.

(a)                        Position. During the Term of this Agreement, Employee
                           shall serve as Chairman and shall perform such duties
                           and responsibilities incident to such position,
                           including but not limited to, advising Company
                           regarding operations and continuing in his term as
                           Chair of the Nuclear Energy Institute, and any other
                           related duties as may from time to time be assigned
                           to him by the Chairman, Chief Executive Officer and
                           President of Southern Company or his designee
                           (hereafter "Southern CEO").

(b)                        Full-Time Efforts. Employee shall perform and
                           discharge faithfully, diligently and to the best of
                           his ability such duties and responsibilities and
                           shall devote his full-time efforts to the business
                           and affairs of Company. Employee agrees to promote
                           the best interests of Company and to not take any
                           actions that in any way damage the public image or
                           reputation of Company, its parent, its subsidiaries
                           or its affiliates.

(c)                        No  Interference  With  Duties.  Except  for those
                           activities  related  to Employee's  ownership
                           interests  in  Hairston  Farm LLC and WGH Farm  LLC,
                           Employee shall not devote time to other activities
                           such as would inhibit or otherwise  interfere with
                           the proper  performance of his duties,  and shall
                           not be  directly  or  indirectly  concerned  or
                           interested  in  any  other occupation,  activity or
                           interest in any business whatsoever other than (i)
                           holding an interest as a minority  shareholder  or
                           securities or debenture holder in a company  quoted
                           on a  nationally  recognized  exchange  or (ii)
                           serving on civic, charitable or industry
                           organization boards or committees,  so  long  as
                           such  activities  do not  significantly  interfere
                           with  the performance  of  Employee's
                           responsibilities  as an employee of Company in
                           accordance with this Agreement.

(d)                        Location. Employee's services shall be performed in
                           an office located at 42 Inverness Parkway,
                           Birmingham, Alabama, or any other office or location
                           prescribed by the Southern CEO.

4.                         Work Standard and Compliance with Laws. Employee
                           hereby agrees that he will at all times comply with
                           and abide by all terms and conditions set forth in
                           this Agreement, and all applicable work policies,
                           procedures and rules as may be issued by Company.
                           Employee further agrees that he shall comply with all
                           federal, state, and local statutes, regulations, and
                           ordinances governing the performance of his duties
                           hereunder.

5.                         Compensation. Subject to the terms and conditions set
                           forth in this Agreement, Company shall pay Employee
                           and Employee shall accept a base salary at a monthly
                           rate of Forty Thousand Four Hundred Eighty-One
                           Dollars and Seventy Cents ($40,481.70) ("Base
                           Salary") during the Term of this Agreement. The Base
                           Salary shall be paid in accordance with Company's
                           normal payroll practices. Employee's Base Salary
                           shall be subject to increase at the discretion of
                           management, but in no event shall Employee's Base
                           Salary be decreased. All compensation payable to

<PAGE>

                           Employee pursuant to this Agreement shall be subject
                           to, and Company will deduct and withhold, all
                           applicable federal, state and local withholding,
                           employment, social security, and other similar taxes.

6.                         Benefits. During the Term of Employee's employment
                           under this Agreement, Employee shall receive benefits
                           under the various Company and Southern Company plans
                           generally provided to other similarly situated
                           employees of Company which shall include, but shall
                           not be limited to, pension and capital accumulation
                           plans and welfare benefit plans ("Benefit Plans"), in
                           accordance with the terms and conditions of such
                           Benefit Plans. Company shall not by reason of this
                           Section 6 be obligated to institute, maintain, or
                           refrain from changing, amending or discontinuing, any
                           such Benefit Plans.

7.                         Termination for Cause. Notwithstanding anything
                           herein to the contrary, Employee's employment under
                           this Agreement may be immediately terminated at any
                           time by Company without any liability owing to
                           Employee or Employee's beneficiaries under this
                           Agreement, except for any vested benefits under any
                           other plan or agreement covering Employee which shall
                           be governed by the terms of such plan or agreement,
                           under the following conditions, each of which shall
                           constitute "Cause" or "Termination for Cause":

(a)                        Employee's conviction of or pleading no contest to a
                           felony or misdemeanor involving moral turpitude;

(b)                        Employee's violation of Section 12 of this Agreement;

(c)                        Employee's breach or default in the performance of
                           any provision of this Agreement;

(d)                        The determination by the Southern CEO in his sole
                           discretion that Employee has engaged in any conduct
                           or made any statement that is detrimental to or would
                           prejudice the reputation, character or standing of
                           Company, Southern Company or any of the subsidiaries
                           or affiliates of Southern Company (collectively,
                           "Southern Entities") or would bring any of the
                           Southern Entities into contempt or ridicule or would
                           reasonably shock or offend any community in which any
                           of the Southern Entities is located; or

(e)                        The determination by the Southern CEO that in his
                           sole discretion Employee has engaged in misconduct,
                           insubordination, unacceptable performance or
                           fraudulent or unethical conduct.

8.                         Termination Upon Death. Notwithstanding anything
                           herein to the contrary, this Agreement shall
                           terminate immediately upon Employee's death, and
                           Company shall have no further liability to Employee
                           or his beneficiaries under this Agreement, except for
                           any vested benefits under any other plan or agreement
                           covering Employee which shall be governed by the
                           terms of such plan or agreement.
<PAGE>

9.                         Other Termination of Employment.

(a)                        Notwithstanding anything herein to the contrary,
                           Company may terminate Employee's employment under
                           this Agreement at any time without Cause with thirty
                           (30) days prior written notice to Employee.

(b)                        Notwithstanding anything herein to the contrary,
                           Employee may terminate his employment under this
                           Agreement at any time with thirty (30) days prior
                           written notice to Company.

(c)                        Upon Employee's termination under this Section 9,
                           Company shall have no further liability to Employee
                           or to his beneficiaries under the terms of this
                           Agreement, except for any vested benefits under any
                           other plan or agreement covering Employee which shall
                           be governed by the terms of such plan or agreement.

(d)                        If Employee tenders a resignation under the terms of
                           Section 9(b), Company may elect, at its sole
                           discretion, to terminate Employee's employment at any
                           time after receipt of Employee's notice of
                           resignation and, upon exercise of such option, shall
                           be obligated to pay to Employee only that portion of
                           the Base Salary which has been earned by him through
                           the effective date of such termination. Employee will
                           otherwise be entitled to all other payments or
                           benefits as set forth in Section 6.

10.                        Publicity; No Disparaging Statement. Except as
                           otherwise provided in Section 11 hereof, Employee
                           covenants and agrees not to engage in any internal or
                           external communications which shall disparage the
                           Company or interfere with the Company's existing or
                           prospective business relationships, or otherwise
                           negatively impact Company employees or operations, as
                           to be determined by the Southern CEO.

11.                        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 any one other than his
                           personal agents, including, but not limited to, any
                           former, present, or prospective employee or applicant
                           for employment with 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 or prohibit
                           Employee from engaging in any other protected
                           activities under applicable law (including protected
                           activities described in Section 211 of the Energy
                           Reorganization Act).

12.                        Non-Disclosure.

(a)                        Definitions. For purposes of this Section 12, the
                           following terms shall have the following meanings:

(i)                        "Confidential  Information"  shall mean the
                           proprietary and confidential  data,  information,
                           documents or materials (whether oral,  written,

<PAGE>

                           electronic or otherwise)  belonging to or
                           pertaining to the Southern  Entities  other than
                           "Trade Secrets" (as defined below),  which is of
                           tangible or intangible  value to the Southern
                           Entities and that is not generally  known to the
                           public or the Southern  Entities'  competitors  but
                           is known only to the Southern Entities and those of
                           their employees,  independent  contractors or agents
                           to whom such information must be confided for
                           business purposes,  including,  without limitation,
                           information regarding the Southern  Entities'
                           customers,  suppliers, partners and affiliates and
                           other items that the Southern Entities may from
                           time to time mark or  otherwise  identify as
                           confidential,  which are gained by Employee as a
                           result of his affiliation with Company,  and all
                           non-public  information known by or in the
                           possession of Employee related to or regarding any
                           regulatory proceedings involving or related to the
                           Southern Entities .

(ii)                       "Trade Secrets" shall mean all knowledge, data and
                           information of Company which is defined as a "trade
                           secret" under applicable law.

(b)                        As the Chairman, Employee will be exposed to and have
                           access to certain Trade Secrets and Confidential
                           Information. Employee acknowledges and agrees that
                           the Trade Secrets and Confidential Information
                           represent a substantial investment by Company and
                           that any unauthorized disclosure or use of any of the
                           Trade Secrets or Confidential Information or any
                           other violation of the confidentiality provisions of
                           this Section 12, would be wrongful and could cause
                           immediate and irreparable injury to Company.

(c)                        Except as required in order to perform its
                           obligations under this Agreement, or ordered by a
                           court or regulatory agency, Employee shall regard and
                           treat Trade Secrets and all Confidential Information
                           as strictly confidential and wholly-owned by Company
                           and shall not, for any reason, in any fashion, either
                           directly or indirectly, use, sell, lend, lease,
                           distribute, license, give, publish, market, transfer,
                           assign, show, disclose, divulge, disseminate,
                           reproduce, copy, misappropriate or otherwise
                           communicate in any way to or for any person or
                           entity:

(i)                        any Confidential Information during the term of this
                           Agreement and for a period of three (3) years
                           thereafter; or

(ii)                       any Trade Secret at any time during which such
                           information constitutes a trade secret under
                           applicable law.

(d)                        Employee shall exercise his best efforts to ensure
                           the continued confidentiality of all Trade Secrets
                           and Confidential Information of Company known by,
                           disclosed to or made available to Employee, whether
                           in connection with this Agreement or any other past
                           or present relationship with Company. Employee shall

<PAGE>

                           immediately notify Company of any unauthorized
                           disclosure or use of any Trade Secrets or
                           Confidential Information of which Employee becomes
                           aware. Employee shall assist Company, to the extent
                           necessary, in the procurement or any protection of
                           Company's rights to or in any of the Trade Secrets or
                           Confidential Information.

(e)                        Immediately upon termination of this Agreement or at
                           any point prior to or after that time upon the
                           specific request of the Company, Employee shall
                           return to Company, all written or descriptive
                           materials of any kind or any Confidential Information
                           or Trade Secrets in his possession, and the
                           confidentiality obligations described in this
                           Agreement shall continue until their expiration under
                           the terms of this Agreement.

13.                        Work Product. All work product, property, data,
                           documentation, "know-how," concepts or plans,
                           inventions, improvements, techniques, processes or
                           information or materials conceived, discovered,
                           written, revised, developed or created by Employee
                           pursuant to his previous, current and ongoing
                           relationship with, or employment by, Company
                           (collectively, the "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. ss. 101 et seq., as amended).
                           Employee hereby unconditionally and irrevocably
                           transfers and assigns to the Company all rights,
                           title and interest Employee currently has or in the
                           future may have by operation of law or otherwise in
                           or to any Work Product, including, without
                           limitation, all patents including extensions,
                           copyrights, trade secrets, trademarks and service
                           marks and the goodwill associated with each
                           respective mark, 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 Work Product, and all
                           rights therein, exclusively in the Company.

14.                        Return of Materials. Employee agrees to return all of
                           Company's property to Company prior to the
                           termination of this Agreement for any reason, except
                           as otherwise approved by the Southern CEO. Such
                           property includes, but is not limited to, the
                           original and any copy (regardless of the manner in
                           which it is recorded) of all information, materials
                           and documents provided by Company to Employee or
                           which Employee has developed or collected in the
                           scope of Employee's employment, as well as all
                           Company-issued equipment, supplies, accessories,
                           computers and computer disks, computer files, keys,
                           access cards, credit cards, parking cards,
                           identification cards, fax machines, beepers,
                           Blackberries, and telephones. The parties agree that
                           upon the termination of Employee's employment,
                           Company is authorized to deduct from final
                           compensation or other monies due to Employee any
                           debts or financial obligations owed to Company by
                           Employee.
<PAGE>

15.                        General Provisions.

(a)                        Approval. The terms and conditions of this Agreement
                           are subject to approval by the Compensation and
                           Management Succession Committee of the Southern
                           Company Board of Directors, and upon such approval,
                           this Agreement shall become effective as of the date
                           set forth above.

(b)                        Amendment. This Agreement may be amended or modified
                           only by a writing signed by both of the parties
                           hereto.

(c)                        Binding Agreement. This Agreement shall inure to the
                           benefit of and be binding upon Employee (including
                           his heirs and personal representatives) and Company
                           (including its successors and assigns).

(d)                        Waiver Of Breach; Specific Performance. The waiver of
                           a breach of any provision of this Agreement shall not
                           be construed as or operate 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.

(e)                        Unsecured General Creditor. The Company 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 Company.

(f)                        Governing Law. This Agreement shall be governed by
                           and construed in accordance with the laws of the
                           State of Alabama, without giving effect to conflict
                           of law provisions.

(g)                        Entire Agreement. This Agreement contains the full
                           and complete understanding of the parties hereto with
                           respect to the subject matter contained herein and
                           this Agreement supercedes and replaces any prior
                           agreement, either oral or written, which Employee may
                           have with Company that relates generally to the same
                           subject matter.

(h)                        Severability. If any one or more of the terms,
                           provisions, covenants or restrictions of this
                           Agreement shall be determined by a court of competent
                           jurisdiction to be invalid, void or unenforceable,
                           then the remainder of the terms, provisions,
                           covenants and restrictions of this Agreement shall
                           remain in full force and effect, and to that end the
                           provisions hereof shall be deemed severable.

(i)                        Assignment. This Agreement may not be assigned by
                           Employee without the prior written consent of
                           Company, and any attempted assignment not in
                           accordance herewith shall be null and void and of no
                           force or effect.
<PAGE>

(j)                        Survival.  Sections 10, 11, 12, 13 and 14 of this
                           Agreement shall survive any termination of this
                           Agreement.


(k)                        Section Headings. The section headings set forth
                           herein are for convenience of reference only and
                           shall not affect the meaning or interpretation of
                           this Agreement whatsoever.

(l)                        Notices.

(i)                        All notices and all other communications provided for
                           herein shall be in writing and delivered personally
                           to the other designated party, or mailed by certified
                           or registered mail, return receipt requested, or
                           delivered by a recognized national overnight courier
                           service, or sent by facsimile, as follows:


                           If to Company to:   Southern Nuclear Operating
                                               Company,Inc.
                                               c/o Christopher S. Miller
                                               VP Employee Relations & Associate
                                                 General Counsel
                                               Southern Company Services, Inc.
                                               270 Peachtree Street, N.E.
                                               Atlanta, Georgia 30303
                                               Facsimile: (404) 506-0518

                           with a copy to:     Donna Crawford, Esq.
                                               Troutman Sanders LLP
                                               600 Peachtree Street, N.E.,
                                               Suite 5200
                                               Atlanta, Georgia 30308-2216
                                               Facsimile: (404) 962-6538

                           If to Employee to:  Mr. William George Hairston III
                                               3573 Shandwick Place
                                               Birmingham, AL  35242-6408

(ii)             All notices sent under this Agreement shall be deemed given
                 twenty-four (24) hours after sent by facsimile or courier,
                 three (3) business days after sent by certified or registered
                 mail and when delivered if personal delivery.

(iii)            Either party hereto may change the address to which notice is
                 to be sent hereunder by written notice to the other party in
                 accordance with the provisions of this Section.

(m)              Interpretation. Should a provision of this Agreement require
                 judicial interpretation, it is agreed that the judicial body
                 interpreting or construing the Agreement shall not apply the
                 assumption that the terms hereof shall be more strictly
                 construed against one party by reason of the rule of

<PAGE>

                 construction that an instrument is to be construed more
                 strictly against the party which itself or through its agents
                 prepared the agreement, it being agreed that all parties and/or
                 their agents have participated in the preparation hereof.

(n)              Voluntary Agreement. Employee and Company represent and agree
                 that each has reviewed all aspects of this Agreement, has
                 carefully read and fully understands all provisions of this
                 Agreement, and is voluntarily entering into this Agreement.
                 Each party represents and agrees that such party has had the
                 opportunity to review any and all aspects of this Agreement
                 with legal, tax or other adviser(s) of such party's choice
                 before executing this Agreement.


         IN WITNESS WHEREOF, the parties hereto have executed, or caused their
duly authorized representative to execute, this Agreement as of the dates below
written.

                 "COMPANY"
                 SOUTHERN NUCLEAR OPERATING COMPANY, INC.

                 By:     /s/  Ellen N. Lindemann                     12/22/04
                    ---------------------------------------------------------
                                                                       Date
                 Title:   VP Human Resources
                        -----------------------------------------------------


                 "EMPLOYEE"

                 /s/ William George Hairston III                   12/21/04
                 ------------------------------------------------------------
                 William George Hairston III                           Date

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</DOCUMENT>
