Mississippi Power Company (MPJ)

4.1        Transfer of Employment. In the event that Mr. Holland’s employment by the Company is terminated during the two year period following a Change in Control and Mr. Holland accepts employment by Southern or a another Southern Subsidiary, the Company shall assign this Agreement to Southern or such Southern Subsidiary, Southern shall accept such assignment or cause such Southern Subsidiary to accept such assignment, and such assignee shall become the “Company” for all purposes hereunder.

ARTICLE V

4.1        Transfer of Employment. In the event that Mr. McCrary’s employment by the Company is terminated during the two year period following a Change in Control and Mr. McCrary accepts employment by Southern or a another Southern Subsidiary, the Company shall assign this Agreement to Southern or such Southern Subsidiary, Southern shall accept such assignment or cause such Southern Subsidiary to accept such assignment, and such assignee shall become the “Company” for all purposes hereunder.

ARTICLE V

4.1        Transfer of Employment. In the event that Mr. Garrett’s employment by the Company is terminated during the two year period following a Change in Control and Mr. Garrett accepts employment by Southern or a another Southern Subsidiary, the Company shall assign this Agreement to Southern or such Southern Subsidiary, Southern shall accept such assignment or cause such Southern Subsidiary to accept such assignment, and such assignee shall become the “Company” for all purposes hereunder.

ARTICLE V

4.1        Transfer of Employment. In the event that Mr. Bowers’ employment by the Company is terminated during the two year period following a Change in Control and Mr. Bowers accepts employment by Southern or a another Southern Subsidiary, the Company shall assign this Agreement to Southern or such Southern Subsidiary, Southern shall accept such assignment or cause such Southern Subsidiary to accept such assignment, and such assignee shall become the “Company” for all purposes hereunder.

ARTICLE V

4.1        Transfer of Employment. In the event that Mr. Fanning’s employment by the Company is terminated during the two year period following a Change in Control and Mr. Fanning accepts employment by Southern or a another Southern Subsidiary, the Company shall assign this Agreement to Southern or such Southern Subsidiary, Southern shall accept such assignment or cause such Southern Subsidiary to accept such assignment, and such assignee shall become the “Company” for all purposes hereunder.

ARTICLE V

4.1        Transfer of Employment. In the event that Mr. Ratcliffe’s employment by the Company is terminated during the two year period following a Change in Control and Mr. Ratcliffe accepts employment by Southern or a another Southern Subsidiary, the Company shall assign this Agreement to Southern or such Southern Subsidiary, Southern shall accept such assignment or cause such Southern Subsidiary to accept such assignment, and such assignee shall become the “Company” for all purposes hereunder.

ARTICLE V