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Executive Productivity Improvement Plan - MISSISSIPPI POWER CO - 3-27-2000

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					Exhibit 10(a)59 SOUTHERN COMPANY EXECUTIVE PRODUCTIVITY IMPROVEMENT PLAN AMENDED AND RESTATED TROUTMAN SANDERS LLP NationsBank Plaza 600 Peachtree Street, N.E., Suite 5200 Atlanta, Georgia 30308 (404) 885-3000 Effective January 1, 1999

SOUTHERN COMPANY EXECUTIVE PRODUCTIVITY IMPROVEMENT PLAN Purposes The purposes of the Southern Company Executive Productivity Improvement Plan (the "Plan") are to provide a financial incentive which will focus the efforts of certain executives on areas that will have a direct and significant influence on corporate performance and to provide the potential for levels of compensation that will enhance the Employing Companies' abilities to attract, retain and motivate such executives. In order to achieve these objectives, the Plan will be based upon corporate performance. This Amendment and Restatement shall be effective as of January 1, 1999. ARTICLE I Definitions For purposes of the Plan, the following terms shall have the following meanings unless a different meaning is plainly required by the context: 1.1 "Annual Salary" shall mean base salary or wages paid to a Participant before deductions for taxes, social security, etc., including all amounts contributed by an Employing Company to The Southern Electric System Flexible Benefits Plan or The Southern Company Flexible Benefits Plan on behalf of a Participant, amounts contributed by any Employing Company to The Southern Company Employee Savings Plan as Elective Employer Contributions, as said term is defined in Section 4.1 therein, pursuant to the Participant's exercise of his deferral option made in accordance with Section 401(k) of the Internal Revenue Code, and amounts contributed to the Southern Company Deferred Compensation Plan, but excluding all awards under the Southern Company Performance Pay Plan and the Southern Company Executive Productivity Improvement Plan, overtime pay, shift differential and substitution pay. For Computation Periods beginning on or before January 1, 1998, Annual Salary shall be the Participant's Annual Salary as of the first day of the Computation Period. For Computation Periods beginning January 1, 1999 and thereafter, Annual Salary shall be the weighted average Annual Salary determined as of the last day of each of the four years within the Computation Period.

SOUTHERN COMPANY EXECUTIVE PRODUCTIVITY IMPROVEMENT PLAN Purposes The purposes of the Southern Company Executive Productivity Improvement Plan (the "Plan") are to provide a financial incentive which will focus the efforts of certain executives on areas that will have a direct and significant influence on corporate performance and to provide the potential for levels of compensation that will enhance the Employing Companies' abilities to attract, retain and motivate such executives. In order to achieve these objectives, the Plan will be based upon corporate performance. This Amendment and Restatement shall be effective as of January 1, 1999. ARTICLE I Definitions For purposes of the Plan, the following terms shall have the following meanings unless a different meaning is plainly required by the context: 1.1 "Annual Salary" shall mean base salary or wages paid to a Participant before deductions for taxes, social security, etc., including all amounts contributed by an Employing Company to The Southern Electric System Flexible Benefits Plan or The Southern Company Flexible Benefits Plan on behalf of a Participant, amounts contributed by any Employing Company to The Southern Company Employee Savings Plan as Elective Employer Contributions, as said term is defined in Section 4.1 therein, pursuant to the Participant's exercise of his deferral option made in accordance with Section 401(k) of the Internal Revenue Code, and amounts contributed to the Southern Company Deferred Compensation Plan, but excluding all awards under the Southern Company Performance Pay Plan and the Southern Company Executive Productivity Improvement Plan, overtime pay, shift differential and substitution pay. For Computation Periods beginning on or before January 1, 1998, Annual Salary shall be the Participant's Annual Salary as of the first day of the Computation Period. For Computation Periods beginning January 1, 1999 and thereafter, Annual Salary shall be the weighted average Annual Salary determined as of the last day of each of the four years within the Computation Period. 1.2 Average ROE" shall mean the mathematical result obtained by (a) calculating the return on equity for each year in the Computation Period, (b) adding the return on equity calculations for all years in the Computation Period; and (c) dividing the total by the number of years in the Computation Period. 1.3 "Award" shall mean the Award Opportunity or Award Units multiplied by the Performance Unit Value determined under Sections 3.2 and 3.4 of the Plan. 1.4 "Award Opportunity" shall mean the award opportunity determined under Section 3.1 of the Plan. 1.5 "Award Unit" shall mean the unit opportunity determined under Section 3.3 of the Plan. 1.6 "Beneficial Ownership" shall mean beneficial ownership within the meaning of Rule 13d-3 promulgated under the Exchange Act. 1.7 "Board of Directors" shall mean the Board of Directors of Southern Company Services, Inc. 1.8 "Business Combination" shall mean a reorganization, merger or consolidation or sale of Southern Company or a sale of all or substantially all of Southern Company's assets. 1.9 "Chief Executive Officer" shall mean the individual designated as such by the Board of Directors of an Employing Company and of Southern Company. 1.10 "Committee" or "Compensation Committee" shall mean the Compensation Committee of the Board of

Directors of Southern Company or the Employing Company. 1.11 "Common Stock" shall mean the common stock of Southern Company. 1.12 "Computation Period" shall mean a four-year period commencing on the first day of the initial year of participation and thereafter it shall mean a four-year period commencing the first day of January each year made up of the ROE Computation Period and the TSR Computation Period, if any, respectively. 1.13 "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. 1.14 "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. 1.15 "Employing Company" shall mean Southern Company Services, Inc., or any other affiliate or subsidiary (direct or indirect) of Southern Company, which the Board of Directors may from time to time determine to bring under the Plan and which shall adopt the Plan, and any successor of any of them. 1.16 "Executive Employee" shall mean any person who is currently employed by an Employing Company who is a "covered employee" as that term is defined in Section 162(m) of the Internal Revenue Code (the "Code") who is designated as an Executive Employee by the Compensation Committee and such other persons employed by an Employing Company as the Compensation Committee in its discretion shall designate. 1.17 "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. 1.18 "Grade Level" shall mean the evaluation assigned under the job evaluation system. For Computation Periods beginning on or before January 1, 1998, Grade Level shall be the Participant's Grade Level as of the first day of the Computation Period. For Computation Periods beginning January 1, 1999 and thereafter, Grade Level shall be the weighted average Grade Level determined as of the last day of each of the four years within the Computation Period. 1.19 "Grade Level Value" shall mean the assigned dollar value within the Annual Salary range for a Grade Level in a Computation Period, upon which awards are based. 1.20 "Group" shall have the meaning set forth in Section 14(d) of the Exchange Act. 1.21 "Incumbent Board" shall mean those individuals who constitute the Southern Board as of the Effective Date 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 the Effective Date 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. 1.22 "Non-Adopting Employer" shall mean any subsidiary or affiliate of Southern Company which is not an Employing Company. 1.23 "Participant" shall mean an Executive Employee who satisfies the criteria referred to in Article II at the beginning of a Computation Period. 1.24 "Payment Date" shall mean the date the check evidencing the Award is endorsed by an authorized person of an Employing Company. 1.25 "Percentage of Total Award" shall have the meaning ascribed in Exhibits B and E hereof.

1.26 "Plan" shall mean the Southern Company Executive Productivity Improvement Plan, as described herein or as may be amended from time to time. 1.27 "Plan Termination" shall mean the termination of the Plan 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) has been made with respect to the Plan in connection with the Southern Change in Control. For purposes of this Plan, an ongoing substitute or alternative plan shall be considered an "equitable arrangement" if a nationally recognized compensation consulting firm chosen by the Committee opines in writing that, on aggregate, the post-Southern Change in Control plan is an equitable substitute or replacement of the preSouthern Change in Control Plan, and that such substitute or alternative plan provides substantially similar target opportunities and a substantially similar level of performance difficulty. 1.28 "Prior Plan" shall mean the Plan as amended and restated effective January 1, 1995. 1.29 "Southern Board" shall mean the board of directors of Southern Company. 1.30 "Southern Change in Control" shall mean any of the following: (a) The 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: (i) any acquisition directly from Southern Company; (ii) any acquisition by Southern Company; (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 or Group composed exclusively of 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 Section 1.30(c); (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 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 the 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. 1.31 "Southern Company" shall mean The Southern Company. 1.32 "Southern Termination" shall mean the following: (a) The consummation of a reorganization, merger or consolidation of Southern Company under circumstances where either (i) Southern Company is not the surviving corporation or (ii) Southern Company's Voting Securities are no longer publicly traded; (b) The sale or other disposition of all or substantially all of Southern Company's assets; or (c) The 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; in each case under circumstances where the Surviving Company of the company acquiring Southern Company's assets or Voting Securities dies not adopt an "equitable arrangement" (as defined in Section 1.27 hereof) in the form of a replacement plan. 1.33 "Subsidiary Change in Control" shall mean the following: (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 Section 1.33, any acquisition by an Employee, or Group composed entirely of Employees, any qualified pension plan, any 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 (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. 1.34 "Subsidiary Employee" shall mean an Executive Employee of an Employing Company which has undergone a Subsidiary Change in Control. 1.35 "ROE Computation Period" shall have the meaning ascribed in Section 3.1 hereof 1.36 "ROE Peer Group Companies" shall mean the companies set forth on Exhibit C attached hereto and as may be revised from time to time by the Committee to reflect mergers, acquisitions, reorganizations, etc. of such companies. 1.37 "Termination for Cause" or "Cause" shall mean the termination of a Participant's employment by an Employing Company under any of the following circumstances: (a) The Participant willfully neglects or refuses to discharge his or her duties to the Employing Company as an employee or refuses to comply with any lawful and reasonable instructions given to him or her by the Employing Company without reasonable excuse; (b) The Participant is guilty of gross misconduct. For purposes of this Plan, the following acts shall constitute gross misconduct: (i) any act involving fraud or dishonesty or breach of appropriate regulations of competent authorities; (ii) the carrying out of any activity or the making of any statement which would prejudice or impair the good name

and standing of the Company or any Employing Company or would bring the Company or any Employing Company into contempt, ridicule or would reasonably shock or offend any community in which the Company or any Employing Company is located; (iii) attendance at work in a state of intoxication or otherwise being found in possession at his or her workplace of any prohibited drug or substance, possession of which would amount to a criminal offense; (iv) assault or other act of violence against any employee or other person during the course of the Participant's employment; and (v) conviction of any felony or misdemeanor involving moral turpitude. 1.38 "Total Shareholder Return" or "TSW' shall mean the total amount an investor would receive by investing $100 per quarter in Common Stock or in TSR Peer Group Common Stock, as the case may be, as determined by measuring the total dividends which would have been paid on such Common Stock or TSR Peer Group Common Stock by reinvesting such dividends on a quarterly basis in additional shares of Common Stock or TSR Peer Group Common Stock, as the case may be, and the total gain or loss on such Common Stock or Peer Group Common Stock as if such stock had been sold at the closing price on the last day of the respective Computation Period. 1.39 "TSR Computation Period" shall have the meaning ascribed in Section 3.3 hereof. 1.40 "TSR Peer Group Common Stock" shall mean the common stock of the Peer Group, Companies. 1.41 "TSR Peer Group Companies" shall mean those Companies designated by Goldman Sachs in its "Selected Electric Utility Industry Report" as the approximately 80 Utility Peer Group Companies as published quarterly and as composed from time to time. In the event that Goldman Sachs no longer publishes the 80 Utility Peer Group Companies, the Committee shall choose such other and similar list of national peer group companies as published by a similarly nationally recognized firm. 1.42 "Value of Performance Unit" shall have the meaning ascribed in Exhibits B and E attached hereto. 1.43 "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. Where the context requires, words in the masculine gender shall include the feminine and neuter genders, words in the singular shall include the plural, and words in the plural shall include the singular. ARTICLE II Participants 2.1 Participation. Participation in the Plan shall be limited to Executive Employees of the Employing Companies. 2.2 Reduction in Grade Level. Any Participant who ceases to be an Executive Employee prior to the close of a Computation Period shall receive an Award for the Computation Period ending on December 31st of the year in which such Participant ceased to be an Executive Employee and shall forfeit any Award for any other Computation Periods that have not closed as of the date the Participant ceases to be an Executive Employee. 2.3 Termination of Employment. If a Participant's employment is terminated by reason of death, disability or retirement, such Participant or his or her estate shall be eligible to receive an Award for the Computation Period ending in the year of such death, disability or retirement unless such death, disability or retirement shall have occurred on January 1 in which case the Participant or his or her estate shall only be entitled to an Award for the Computation Period ending December 31 of the previous year. Any Participant who terminates employment for any other reason shall receive only any unpaid Award for a completed Computation Period and shall not be eligible to receive an Award for the Computation Period ending in the year of such termination of employment. 2.4 Transfer to Non-Adopting Employer. Notwithstanding the provisions of Section 2.3 above, in the case of an

individual transferring from an Employing Company to a Non-Adopting Employer any Award paid for any Computation Period not yet closed as of the date of a Participant's transfer shall be paid to the Participant by the Employing Company from which the Participant is transferring on the following basis: (i) 100% of the Award for the Computation Period ending in the year of transfer; (ii) 75% of the Award for the Computation Period ending in the first year following the year of transfer; (iii) 50% of the Award for the Computation Period ending in the second year following the year of transfer; and (iv) 25% of the Award for the Computation Period ending in the third year following the year of transfer. Such transferring Participant shall receive no award for any Computation Period which has not begun on the date of the Participant's transfer or if such Participant shall no longer be in an eligible Grade Level after such transfer. Any Awards payable under this Section 2.4 shall be based on the Grade Level at the time of transfer. 2.5 Transfer from Non-Adopting Employer. In the case of an individual transferring from a Non-Adopting Employer to an Employing Company whose Grade Level and length of service at the Non-Adopting Employer would have caused the Employee to have been a Participant in the Plan if the Non-Adopting Employer were an Employing Company and whose Grade Level after the transfer would enable the Employee to participate in the Plan, such individual shall be deemed to have been employed by an Employing Company while employed with the Non-Adopting Employer and shall, for any Computation Period ending after such transfer, be deemed a Participant in the Plan as if the Non-Adopting Employer was an Employing Company. Any Awards payable under this Section 2.5 shall be based on the Grade Levels at the Employing Company. 2.6 Termination for Cause. Notwithstanding any other provision of this Plan, a Participant whose employment is Terminated for Cause shall forfeit any and all unpaid Awards under this Plan. 2.7 Promotion. The administration of Awards for Participants who are promoted or transferred from one Grade Level included in the Plan to another Grade Level included in the Plan shall be based on the Participant's Grade Level Value on the last day of the Computation Period for which an Award is being granted. For the Computation Periods ending December 31, 1995, December 31, 1996, December 31, 1997 and December 31, 1998 a Participant's Grade Level Value for determining Awards shall be the Participant's Grade Level Value on January 1, 1995. 2.8 Maximum Award. Notwithstanding any other provision of this Plan, the maximum Award for any Computation Period payable to any Participant shall be two million dollars ($2,000,000). 2.9 1995 Participants. Any individual who initially becomes a Participant in the Plan as of January 1, 1995 shall be considered to have been participating in the Plan as of January 1, 1993 for purposes of determining benefits payable for any Computation Period that began or begins on or after January 1, 1993 and such Participant will therefore be eligible for an Award equal to seventy-five percent (75%) of the Award Opportunity for the Computation Period ending December 31, 1995. 2.10 Post-1995 Participants. In the case of an individual who becomes a Participant subsequent to January 1, 1995, said Participant will participate in each Computation Period which ends not less than two (2) years after becoming a Participant. ARTICLE III Corporate Financial Performance Award 3.1 ROE Computation Period. For Computation Period years beginning before January 1, 1997 (the "ROE Computation Period"), the Award Opportunity for each Participant shall be based upon either his Grade Level Value (as determined based on his Grade Level at the beginning of such period) or, in the Committee's discretion, upon his Annual Salary at the beginning of such period and in either case shall range from fifteen percent (15%) to sixty-five percent (65%) of such Grade Level Value or Annual Salary, as applicable. The Award Opportunity for

each Grade Level or Annual Salary shall be determined in accordance with the chart set forth in Exhibit A hereof. 3.2 ROE Ranking. Each Award Opportunity granted in the ROE Computation Period shall be multiplied by the Value of Performance Unit factor and the Percentage of Total Award factor set forth in Exhibit B hereof, which is based on Southern Company's Average ROE ranking during the ROE Computation Period as compared to the Average ROE ranking of the ROE Peer Group Companies to determine a Participant's Award. The return on common equity of the ROE Peer Group Companies shall be determined annually by an independent certified public accountant based on generally accepted accounting principles and shall be properly adjusted and annualized by such accountant so that each ROE Peer Group Company return on common equity may be accurately compared to that of Southern Company. 3.3 TSR Computation Period. For Computation Period years beginning on or after January 1, 1997 (the "TSR Computation Period"), the Award Units for each Participant shall be based upon either his Grade Level Value or, in the Committee's discretion, upon his Annual Salary and, in either case shall range from fifteen percent (15%) to sixty-five percent (65%) of such Grade Level Value or Annual Salary, as applicable. The Award Units for each Grade Level or Annual Salary shall be determined in accordance with the charts set forth in Exhibit D hereof 3.4 TSR Ranking. Each Award Unit granted in the TSR Computation Period shall be multiplied by the Value of Performance Unit factor and the Percentage of Total Award factor set forth in Exhibit E hereof which is based on Total Shareholder Return of Southern Company as compared to the Total Shareholder Return for the TSR Peer Group Companies. The Total Shareholder Return of Southern Company and the TSR Peer Group Companies shall be determined annually by an independent certified public accountant and shall be properly adjusted and amortized by such accountant so that each TSR Peer Group Company's total shareholder return may be accurately compared to that of Southern Company. 3.5 Insufficient Earnings. Notwithstanding the above provisions, an Award will not be granted for any Computation Period ending with the calendar year in which the current earnings of Southern Company are less than the amount necessary to fund the dividends on its Common Stock at the rate such dividends were paid for the immediately preceding calendar year. 3.6 Extraordinary Income. In the exercise of negative discretion, the Compensation Committee may calculate the Award for one or more Computation Period(s) without regard to any extraordinary income item (but not loss) otherwise recorded by Southern Company or any Employing Company, provided such determination that an item of income is extraordinary is made by the Committee prior to the close of the Computation Period. 3.7 Payment. The Awards to the Participants will be paid in cash as soon as is practicable after all evaluations are completed. An Award payment may not be deferred under this Plan. In the event an Award was deferred under the Prior Plan, such deferral shall be governed by the terms of the Prior Plan. ARTICLE IV Change in Control 4.1 Southern Change in Control. Notwithstanding any other provision of this Plan to the contrary, in the event of a Plan Termination within the two (2) year period following a Southern Change in Control, each Participant who is an Executive Employee on the date of the Plan Termination shall be entitled to receive within thirty (30) days of the Plan Termination, cash in an amount equal to his Award Opportunity or Award Units, as the case may be, for the Computation Period in which the Plan Termination shall have occurred, at a target Value of Performance Unit of $ 1.00, prorated for each Computation Period by the number of months which have passed since the beginning of the Computation Period until the date of the Plan Termination. 4.2 Subsidiary Change in Control. Notwithstanding any other provision of this Plan to the contrary, in the event of a Subsidiary Change in Control, each Subsidiary Employee on the date of such Change in Control whose employment is not transferred upon such Subsidiary Change in Control to another Employing Company shall be entitled to receive within thirty (30) days of the Subsidiary Change in Control, cash in an amount equal to his Award Opportunity, or Award Units, as the case may be, for the Computation Period in which the Subsidiary Change in Control shall have occurred, at a target Value of Performance Unit of $1.00, prorated for each Computation Period by the number of months which have passed since the beginning of the Computation Period until the date of the Subsidiary Change in Control.

4.3 Southern Termination. Notwithstanding any other provision of this Plan to the contrary, in the event of a Southern Termination, if the Plan or an equitable replacement thereto (as described in Section 1.27 hereof) remains effective on December 31st of the Plan Year in which the Southern Change in Control shall have occurred, the Plan or Replacement Plan shall operate with respect to the Performance Period then ended in accordance with its terms, but in no event shall the Value of Performance Unit under the Plan or similar factor under a replacement plan for such Performance Period be less than $1.00 or target performance, respectively. ARTICLE V Miscellaneous Provisions 5.1 No Assignment. Neither the Participant, his beneficiary, nor his personal representative shall have any rights to commute, sell, assign, transfer or otherwise convey the right to receive any payments hereunder, which payments and the rights thereto are expressly declared to be nonassignable and nontransferable. Any attempt to assign or transfer the right to payments of this Plan shall be void and have no effect. 5.2 No Reserve. The Employing Company shall not reserve or otherwise set aside funds for the payments of Awards deferred in accordance with the Prior Plan. 5.3 Plan Amendment. Except for the provisions of Article IV hereof, which may not be amended, modified or terminated following a Southern Change in Control, Subsidiary Change in Control or a Southern Termination, the Plan may be amended, modified, or terminated by the Board of Directors in its sole discretion at any time and from time to time; provided, however, that no such amendment, modification, or termination shall impair any rights to payments which have been deferred under the Prior Plan prior to such amendment, modification, or termination. 5.4 Additional Benefits. It is expressly understood and agreed that the Awards made in accordance with the Plan are in addition to any other benefits or compensation to which a Participant may be entitled or for which he may be eligible, whether funded or unfunded, by reason of his employment with the Employing Company. 5.5 Withholding. There shall be deducted from the payment of each Award under the Plan the amount of any tax required by any governmental authority to be withheld and paid over by the Employing Company to such governmental authority for the account of the person entitled to such distribution. 5.6 Effect On Other Benefits. Any Awards paid to a Participant while employed by an Employing Company shall not be considered in the calculation of the Participant's benefits under any other employee welfare or pension benefit plan maintained by an Employing Company, unless otherwise specifically provided therein. 5.7 Governing Law. This Plan, and all its rights under it, shall be governed by and construed in accordance with the laws of the State of Georgia. 5.8 Pooling Accounting. Notwithstanding anything to the contrary herein, if, but for any provision of this Plan, a Change in Control transaction would otherwise be accounted for as a pooling-of-interests under APB No. 16 ("Pooling Accounting") (after giving effect to any and all other facts and circumstances affecting whether such Change in Control transaction would use Pooling Accounting,), such provision or provisions of this Plan which would otherwise cause the Change in Control transaction to be ineligible for Pooling Accounting shall be void and ineffective in such a manner and to the extent that by eliminating such provision or provisions of this Plan, Pooling Accounting would be required for such Change in Control transaction. IN WITNESS WHEREOF, Southern Company Services, Inc., through its duly authorized officers, hereby amends and restates the Southern Company Executive Productivity Improvement Plan this ____ day of ______________, 1999 to be effective January 1, 1999. SOUTHERN COMPANY SERVICES, INC. By: Christopher C. Womack Senior Vice President, Human Resources

Attest: By: Tommy Chisholm Secretary [CORPORATE SEAL]

SOUTHERN COMPANY EXECUTIVE PRODUCTIVITY IMPROVEMENT PLAN EXHIBIT A
Award Opportunity Grade Level Value Award Opportunity Percentage of Grade Level Value or Annual Salary 50/65% 50% 45% 40% 35% 30% 25% 25% 20% 15%

President/CEO 15 14 13 12 11 10 9 8 7

SOUTHERN COMPANY EXECUTIVE PRODUCTIVITY IMPROVEMENT PLAN EXHIBIT B AWARD PERCENTAGE SCHEDULE
Position Ranking Value of Performance Unit $ ---------------$2.00 1.80 1.60 1.40 1.20 1.00 .90 .80 .70 .60 .50 0 12-14 Companies --------Top 1.0 2.0 2.5 3.0 4.0 4.5 5.0 6.0 6.5 7.0 Below 7.0 15-17 Companies --------Top 1.0 2.0 3.0 4.0 4.5 5.0 6.0 7.0 8.0 8.5 Below 8.5 18 - 20 Companies --------Top 1.0 2.0 3.0 4.0 5.0 6.0 7.0 8.0 9.0 10.0 Below 10

SOUTHERN COMPANY EXECUTIVE PRODUCTIVITY IMPROVEMENT PLAN EXHIBIT A
Award Opportunity Grade Level Value Award Opportunity Percentage of Grade Level Value or Annual Salary 50/65% 50% 45% 40% 35% 30% 25% 25% 20% 15%

President/CEO 15 14 13 12 11 10 9 8 7

SOUTHERN COMPANY EXECUTIVE PRODUCTIVITY IMPROVEMENT PLAN EXHIBIT B AWARD PERCENTAGE SCHEDULE
Position Ranking Value of Performance Unit $ ---------------$2.00 1.80 1.60 1.40 1.20 1.00 .90 .80 .70 .60 .50 0 12-14 Companies --------Top 1.0 2.0 2.5 3.0 4.0 4.5 5.0 6.0 6.5 7.0 Below 7.0 15-17 Companies --------Top 1.0 2.0 3.0 4.0 4.5 5.0 6.0 7.0 8.0 8.5 Below 8.5 18 - 20 Companies --------Top 1.0 2.0 3.0 4.0 5.0 6.0 7.0 8.0 9.0 10.0 Below 10

Percentage Of Total Award Factor
Computation Period Ending December 31, 1997 December 31, 1998 December 31, 1999 Thereafter Factor 75% 50% 25% 0%

SOUTHERN COMPANY EXECUTIVE PRODUCTIVITY IMPROVEMENT PLAN EXHIBIT B AWARD PERCENTAGE SCHEDULE
Position Ranking Value of Performance Unit $ ---------------$2.00 1.80 1.60 1.40 1.20 1.00 .90 .80 .70 .60 .50 0 12-14 Companies --------Top 1.0 2.0 2.5 3.0 4.0 4.5 5.0 6.0 6.5 7.0 Below 7.0 15-17 Companies --------Top 1.0 2.0 3.0 4.0 4.5 5.0 6.0 7.0 8.0 8.5 Below 8.5 18 - 20 Companies --------Top 1.0 2.0 3.0 4.0 5.0 6.0 7.0 8.0 9.0 10.0 Below 10

Percentage Of Total Award Factor
Computation Period Ending December 31, 1997 December 31, 1998 December 31, 1999 Thereafter Factor 75% 50% 25% 0%

SOUTHERN COMPANY EXECUTIVE PRODUCTIVITY IMPROVEMENT PLAN EXHIBIT C ROE Peer Group Companies

Allegheny Energy, Inc. Alliant Energy Corporation Ameren Corporation American Electric Power Company Baltimore Gas & Electric Company BEC Energy Carolina Power & Light Company Central & South West Corporation

SOUTHERN COMPANY EXECUTIVE PRODUCTIVITY IMPROVEMENT PLAN EXHIBIT C ROE Peer Group Companies

Allegheny Energy, Inc. Alliant Energy Corporation Ameren Corporation American Electric Power Company Baltimore Gas & Electric Company BEC Energy Carolina Power & Light Company Central & South West Corporation CILCORP. Inc. Cinergy Corporation Cleco Corporation Conectiv CIV CMS Energy Corporation Commonwealth Energy System Consolidated Edison, Inc. Dominion Resources, Inc. DPL, Inc. DQE, Inc. DTE Energy Company Duke Energy Corporation Eastern Utilities Associates Edison International Energy East Corporation Entergy Corporation FirstEnergy Corporation Florida Progress Corporation FPL Group, Inc. GPU, Inc. Hawaiian Electric Industries, Inc. Houston Industries, Inc. IDACORP, Inc. Illinova Corporation Interstate Energy Corporation IPALCO Enterprises, Inc. Washington Water Power Co. Western Resources, Inc. WPS Resources Corp. Kansas City Power & Light Company Keyspan Energy Corporation LG&E Energy Corporation MDU Resources MidAmerican Energy Holdings Co. Minnesota Power Company Montana Power Company Nevada Power Co. New Century Energies, Inc. New England Electric System Niagara Mohawk Power Corp. NIPSCO Industries, Inc.

Allegheny Energy, Inc. Alliant Energy Corporation Ameren Corporation American Electric Power Company Baltimore Gas & Electric Company BEC Energy Carolina Power & Light Company Central & South West Corporation CILCORP. Inc. Cinergy Corporation Cleco Corporation Conectiv CIV CMS Energy Corporation Commonwealth Energy System Consolidated Edison, Inc. Dominion Resources, Inc. DPL, Inc. DQE, Inc. DTE Energy Company Duke Energy Corporation Eastern Utilities Associates Edison International Energy East Corporation Entergy Corporation FirstEnergy Corporation Florida Progress Corporation FPL Group, Inc. GPU, Inc. Hawaiian Electric Industries, Inc. Houston Industries, Inc. IDACORP, Inc. Illinova Corporation Interstate Energy Corporation IPALCO Enterprises, Inc. Washington Water Power Co. Western Resources, Inc. WPS Resources Corp. Kansas City Power & Light Company Keyspan Energy Corporation LG&E Energy Corporation MDU Resources MidAmerican Energy Holdings Co. Minnesota Power Company Montana Power Company Nevada Power Co. New Century Energies, Inc. New England Electric System Niagara Mohawk Power Corp. NIPSCO Industries, Inc. Northeast Utilities Co. Northern States Power Co. OGE Energy Corp. Orange & Rockland Utilities, Inc. PG&E Corp. PacifiCorp PECO Energy Co. Pinnacle West Capital Corp. Potomac Electric Power Co. PP&L Resources, Inc.

Public Service Co. of New Mexico Public Service Enterprise Group, Inc. Puget Sound Energy, Inc. Rochester Gas & Electric Corp. SCANA Corp. Sierra Pacific Resources SIGCORP, Inc. TECO Energy, Inc. Texas Utilities Company Unicom Corp. Unisource Energy Corp. United Illuminating Company UtiliCorp. United, Inc. Wisconsin Energy Corp.

SOUTHERN COMPANY EXECUTIVE PRODUCTIVITY IMPROVEMENT PLAN EXHIBIT D
Award Units Grade Level Value Award Units Percentage of Grade Level Value or Annual Salary President/CEO 15 14 13 12 11 10 9 8 7 50/65% 50% 45% 40% 35% 30% 25% 25% 20% 15%

SOUTHERN COMPANY EXECUTIVE PRODUCTIVITY IMPROVEMENT PLAN EXHIBIT E
Performance Unit Factor* Value of Unit Percentile of Southern TSR vs. -Investor Utility $ 2.00 $ 1.50 $ 1.00 $ .50 $ .00 90th and above 70th 50th 30th Below 30th

SOUTHERN COMPANY EXECUTIVE PRODUCTIVITY IMPROVEMENT PLAN EXHIBIT D
Award Units Grade Level Value Award Units Percentage of Grade Level Value or Annual Salary President/CEO 15 14 13 12 11 10 9 8 7 50/65% 50% 45% 40% 35% 30% 25% 25% 20% 15%

SOUTHERN COMPANY EXECUTIVE PRODUCTIVITY IMPROVEMENT PLAN EXHIBIT E
Performance Unit Factor* Value of Unit Percentile of Southern TSR vs. -Investor Utility $ 2.00 $ 1.50 $ 1.00 $ .50 $ .00 90th and above 70th 50th 30th Below 30th

*The Value of Unit for performance levels falling between the percentiles listed above shall be interpolated on a straight line basis for any given calendar year. Percentage Of Total Award Factor
Computation Period Ending December 31, 1997 December 31, 1998 December 31, 1999 Thereafter Factor 25% 50% 75% 100%

SOUTHERN COMPANY EXECUTIVE PRODUCTIVITY IMPROVEMENT PLAN EXHIBIT E
Performance Unit Factor* Value of Unit Percentile of Southern TSR vs. -Investor Utility $ 2.00 $ 1.50 $ 1.00 $ .50 $ .00 90th and above 70th 50th 30th Below 30th

*The Value of Unit for performance levels falling between the percentiles listed above shall be interpolated on a straight line basis for any given calendar year. Percentage Of Total Award Factor
Computation Period Ending December 31, 1997 December 31, 1998 December 31, 1999 Thereafter Factor 25% 50% 75% 100%

Exhibit 10(a)61 FOURTH AMENDMENT TO THE SOUTHERN COMPANY EMPLOYEE SAVINGS PLAN WHEREAS, the Employee Savings Plan Committee ("Committee") heretofore adopted the amendment and restatement of The Southern Company Employee Savings Plan ("Plan"), effective as of January 1, 1997; and WHEREAS, the Committee desires to amend the Plan to provide for the participation in the Plan by certain former employees of Orange and Rockland Utilities, Inc. and Pacific Gas and Electric, Inc. who become employed by Southern Energy Resources, Inc.; and WHEREAS, the Committee desires to amend the Plan to allow for the trust-to-trust transfer of account balances from the Orange and Rockland Utilities, Inc. Management Employees' Savings Plan; and WHEREAS, the Committee desires to clarify Plan language concerning the delegation of authority to appoint investment managers; and WHEREAS, the Committee desires to amend the definition of "Eligible Rollover Distribution" to comply with recent changes in the law; and WHEREAS, the Committee is authorized pursuant to Section 15.1 of the Plan to amend the Plan at any time,

Exhibit 10(a)61 FOURTH AMENDMENT TO THE SOUTHERN COMPANY EMPLOYEE SAVINGS PLAN WHEREAS, the Employee Savings Plan Committee ("Committee") heretofore adopted the amendment and restatement of The Southern Company Employee Savings Plan ("Plan"), effective as of January 1, 1997; and WHEREAS, the Committee desires to amend the Plan to provide for the participation in the Plan by certain former employees of Orange and Rockland Utilities, Inc. and Pacific Gas and Electric, Inc. who become employed by Southern Energy Resources, Inc.; and WHEREAS, the Committee desires to amend the Plan to allow for the trust-to-trust transfer of account balances from the Orange and Rockland Utilities, Inc. Management Employees' Savings Plan; and WHEREAS, the Committee desires to clarify Plan language concerning the delegation of authority to appoint investment managers; and WHEREAS, the Committee desires to amend the definition of "Eligible Rollover Distribution" to comply with recent changes in the law; and WHEREAS, the Committee is authorized pursuant to Section 15.1 of the Plan to amend the Plan at any time, provided that the amendment does not involve a substantial increase in cost to any Employing Company or is necessary or desirable to comply with the laws and regulations applicable to the Plan. NOW, THEREFORE, the Committee hereby amends the Plan as follows, to be effective as provided herein: I. Effective as of the date hereof, Article III shall be amended by adding a new Section 3.8 thereto as follows and by redesignating existing Section 3.8 as Section 3.10: 3.8 Former Orange and Rockland Utilities, Inc. Employees. Notwithstanding any other provision of the Plan to the contrary, with respect to a former employee of Orange and Rockland Utilities, Inc. ("O&R") who is employed by Southern Energy Resources, Inc. and is set forth on a schedule of employees acknowledged by the Committee, such employee shall be given credit for service with O&R for eligibility purposes and may elect to become a Participant as of any Enrollment Date commencing on or after the date such employee meets the eligibility requirements under Section 3.1 of the Plan. II. Effective as of the date hereof, Article III shall be amended by adding a new Section 3.9 thereto as follows: 3.9 Former Pacific Gas and Electric, Inc. Employees. Notwithstanding any other provision of the Plan to the contrary, with respect to a former employee of Pacific Gas and Electric, Inc. ("PG&E") who is employed by Southern Energy Resources, Inc. and is set forth on a schedule of employees acknowledged by the Committee, such employee shall be given credit for service with PG&E for eligibility purposes and may elect to become a Participant as of any Enrollment Date commencing on or after the date such employee meets the eligibility requirements under Section 3.1 of the Plan. III. Effective as of the date hereof, a new Article XIX shall be added as follows: ARTICLE XIX SPECIAL REQUIREMENTS FOR ACCOUNT BALANCES ATTRIBUTABLE TO ACCRUED BENEFITS TRANSFERRED FROM

THE ORANGE AND ROCKLAND UTILITIES, INC. MANAGEMENT EMPLOYEES' SAVINGS PLAN (THE "O&R PLAN") 19.1 Acceptance of Trust-to-Trust Transfer. The Plan may accept a trust-to-trust transfer of an account from the O&R Plan for each Participant who was a participant in the O&R Plan immediately prior to the date of the acquisition of Orange and Rockland Utilities, Inc. ("O&R") ("Effective Date"), who becomes employed by Southern Energy Resources, Inc. immediately thereafter, and who elects on a form acceptable to the Committee to make such a transfer. Such account shall be known as the Participant's "O&R Transferred Account" and shall be subject to the requirements of this Article XIX. 19.2 Treatment of O&R Transferred Account. The O&R Transferred Account shall not be maintained as a separate bookkeeping account but, instead, shall be treated as follows: (a) Voluntary Participant Contributions. The portion of the Transferred Account attributable to Employee AfterTax Contributions, as that term is defined under the O&R Plan, shall be treated as Voluntary Participant Contributions under this Plan. (b) Elective Employer Contributions. The portion of the Transferred Account attributable to (1) Pre-Tax Contributions, as that term is defined under the O&R Plan; and (2) Transferred Employer PAYSOP Contributions, as that term is defined under the O&R Plan; and (3) Hourly Savings Plan Contributions, as that term is defined under the O&R Plan, shall be treated as Elective Employer Contributions under this Plan. (c) Employer Matching Contributions. The portion of the Transferred Account attributable to Company Matching Contributions, as that term is defined under the O&R Plan, shall be treated as Employer Matching Contributions under this Plan. (d) Rollover Contributions. The portion of the Transferred Account attributable to Rollover Contributions, as that term is defined under the O&R Plan, shall be treated as Rollover Contributions under this Plan. 19.3 Investment and In-Service Withdrawals of Employer Matching Contributions. In determining a Participant's ability to invest Employer Matching Contributions under Section 8.3(b) and to withdraw Employer Matching Contributions under Section 11.1(a)(4), a Participant shall be given credit for any participation in the O&R Plan. 19.4 Loans from O&R Transferred Accounts. The Transferred Accounts may include loans made under the O&R Plan and shall be amortized in accordance with the loan note(s) provided upon transfer. With respect to Section 11.7(b), any loans transferred shall be considered in determining the limits thereunder. 19.5 Code Section 411(d)(6) Protected Benefits. Notwithstanding any of the foregoing, the provisions of this Article XIX shall not decrease a Participant's accrued benefit, except to the extent permitted under Section 412 (c)(8) of the Code, and shall not reduce or eliminate Code Section 411(d)(6) protected benefits. The Committee shall disregard any part of this Article XIX or the Plan to the extent that application of such would fail to satisfy this paragraph. If the Committee disregards any portion of this Article XIX or the Plan because it would eliminate a protected benefit, the Committee shall maintain a schedule of any such impacted early retirement option or other optional forms of benefit and the Plan shall continue such for the affected Participants. IV. Effective as of March 25, 1999, Section 13.14 of the Plan shall be amended by deleting such section in its entirety and replacing it with the following: 13.14 Management of Assets. The Committee shall not have responsibility with respect to control or management of the assets of the Plan. The Trustee shall have the sole responsibility for the administration of the assets of the Plan as provided in the Trust Agreement, except to the extent that an investment advisor (who qualifies as an Investment Manager as that term is defined in ERISA) who is appointed by the Pension Fund Investment Review Committee shall have responsibility for the management of the assets of the Plan, or some part thereof (including powers to acquire and dispose of the assets of the Plan, or some part thereof). V.

Effective as of March 25, 1999, Section 14.1 of the Plan shall be amended by deleting such section in its entirety and replacing it with the following: 14.1 Trustee. The Company has entered into a Trust Agreement with the Trustee to hold the funds necessary to provide the benefits set forth in the Plan. If the Board of Directors so determines, the Company may enter into a Trust Agreement or Trust Agreements with additional trustees. Any Trust Agreement may be amended by the Company from time to time in accordance with its terms. Any Trust Agreement shall provide, among other things, that all funds received by the Trustee thereunder will be held, administered, invested, and distributed by the Trustee, and that no part of the corpus or income of the Trust held by the Trustee shall be used for or diverted to purposes other than for the exclusive benefit of Participants or their Beneficiaries, except as otherwise provided in the Plan. Any Trust Agreement may also provide that the investment and reinvestment of the Trust Fund, or any part thereof may be carried out in accordance with directions given to the Trustee by any Investment Manager or Investment Managers (as that term is defined in ERISA) who may be appointed by the Pension Fund Investment Review Committee. The Board of Directors may remove any Trustee or any successor Trustee, and any Trustee or any successor Trustee may resign. Upon removal or resignation of a Trustee, the Board of Directors shall appoint a successor Trustee. VI. Effective as of the date hereof, Section 2.30 of the Plan shall be amended by deleting such section in its entirety and replacing it with the following: 2.30. "Eligible Rollover Distribution" shall mean any distribution of all or any portion of the balance to the credit of the Distributee, except that an Eligible Rollover Distribution does not include: (a) any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the Distributee, the joint lives (or joint life expectancies) of the Distributee and the Distributee's Beneficiary, or for a specified period of 10 years or more; (b) any distribution to the extent such distribution is required under Section 401(a)(9) of the Code; (c) the portion of any distribution that is not includable in gross income (determined without regard to the exclusion from net unrealized appreciation with respect to employer securities); and (d) for distributions on or after January 1, 2000, any hardship distribution described in Section 401(k)(2)(B)(i)(IV) of the Code. Except as amended herein by this Fourth Amendment, the Plan shall remain in full force and effect as amended and restated by the Company prior to the adoption of this Fourth Amendment. IN WITNESS WHEREOF, Southern Company Services, Inc., through the duly authorized members of the Employee Savings Plan Committee, has adopted this Fourth Amendment to The Southern Company Employee Savings Plan this ____ day of _________________________, 1999 to be effective as of such date unless stated otherwise herein. EMPLOYEE SAVINGS PLAN COMMITTEE: Christopher C. Womack Robert A. Bell W. Dean Hudson

FIFTH AMENDMENT TO THE SOUTHERN COMPANY EMPLOYEE SAVINGS PLAN WHEREAS, the Employee Savings Plan Committee ("Committee") heretofore adopted the amendment and restatement of The Southern Company Employee Savings Plan ("Plan"), effective as of January 1, 1997; and WHEREAS, the Committee desires to amend the Plan to allow Eligible Employees to make a Rollover Contribution to the Plan within 18 months of employment; and

FIFTH AMENDMENT TO THE SOUTHERN COMPANY EMPLOYEE SAVINGS PLAN WHEREAS, the Employee Savings Plan Committee ("Committee") heretofore adopted the amendment and restatement of The Southern Company Employee Savings Plan ("Plan"), effective as of January 1, 1997; and WHEREAS, the Committee desires to amend the Plan to allow Eligible Employees to make a Rollover Contribution to the Plan within 18 months of employment; and WHEREAS, the Committee is authorized pursuant to Section 15.1 of the Plan to amend the Plan at any time, provided that the amendment does not involve a substantial increase in cost to any Employing Company or is necessary or desirable to comply with the laws and regulations applicable to the Plan. NOW, THEREFORE, the Committee hereby amends the Plan as follows, to be effective as provided herein: I. Effective as of January 1, 2000, Section 4.11 of the Plan shall be amended by deleting such Section and substituting a new Section 4.11 as follows: 4.11 Rollovers from Other Plans. An Eligible Employee who is hired or rehired on or after April 1, 1997 and has received a distribution of his interest in a retirement plan of a former employer under circumstances meeting the requirements of Section 402(c)(4) of the Code relating to eligible rollover distributions from qualified trusts may elect to deposit all or any portion (as designated by such Eligible Employee) of the amount of such distribution as a Rollover Contribution to this Plan. A Rollover Contribution may be made only within 60 days following the date the Eligible Employee receives the distribution from the plan of his former employer (or within such additional period as may be provided under Section 408 of the Code if the Eligible Employee shall have made a timely deposit of the distribution in an individual retirement account) and within 12 months of the date of his employment or reemployment with an Employing Company. Notwithstanding the preceding sentence, effective January 1, 2000, a Rollover Contribution may be made only within 60 days following the date the Eligible Employee receives the distribution from the plan of his former employer (or within such additional period as may be provided under Section 408 of the Code if the Eligible Employee shall have made a timely deposit of the distribution in an individual retirement account) and within 18 months after the date of his employment or reemployment with an Employing Company. In addition to the foregoing, an Eligible Employee described in Section 3.5 may elect to make a Rollover Contribution to this Plan without regard to his date of employment, provided that such Rollover Contribution is deposited with this Plan within the period beginning April 1, 1997 and ending June 30, 1997 and which otherwise satisfies the requirements of this Section 4.11. The Committee shall establish rules and procedures to implement this Section 4.11, including without limitation, such procedures as may be appropriate to permit the Committee to verify the tax qualified status of the plan of the former employer and compliance with any applicable provisions of the Code relating to such contributions. The amount contributed to the Trustee pursuant to this Section 4.11 shall be placed in the Eligible Employee's Rollover Contribution subaccount for the benefit of the Eligible Employee pursuant to Section 9.1. The Eligible Employee shall have a fully vested interest in the balance of his Rollover Contribution subaccount at all times and such Rollover Contribution subaccount shall share in the earnings, gains, and losses of the Trust Fund as set forth in Article IX of the Plan. An Employee shall be entitled to a distribution of his Rollover Contribution subaccount pursuant to the applicable provisions of Articles XI and XII hereof. II. Except as amended herein by this Fifth Amendment, the Plan shall remain in full force and effect as amended and restated by the Company prior to the adoption of this Fifth Amendment. IN WITNESS WHEREOF, the Employee Savings Plan Committee, through its duly authorized member, has adopted this Fifth Amendment to The Southern Company Employee Savings Plan pursuant to a Committee resolution, this ________ day of ______________________, 1999 to be effective as of such date unless stated

otherwise herein. EMPLOYEE SAVINGS PLAN COMMITTEE: Christopher C. Womack

Exhibit 10(a)63 THIRD AMENDMENT TO THE SOUTHERN COMPANY EMPLOYEE STOCK OWNERSHIP PLAN WHEREAS, Southern Company Services, Inc. ("Company") heretofore adopted The Southern Company Employee Stock Ownership Plan ("Plan"), originally effective as of January 1, 1976 and has most recently amended and restated the Plan effective as of January 1, 1997; and WHEREAS, the Employee Stock Ownership Plan Committee ("Committee") desires to amend the Plan to exclude certain former employees of Orange and Rockland Utilities, Inc. who become employed by Southern Energy Resources, Inc. from participating in the Plan; and WHEREAS, the Committee desires to amend the Plan to provide for the participation in the Plan by certain former employees of Pacific Gas and Electric Company who become employed by Southern Energy Resources, Inc.; and WHEREAS, the Committee desires to amend the Plan to allow audit fees incurred by the Plan and the Trust to be paid from the Trust assets; and WHEREAS, the Committee is authorized pursuant to Section 11.1 of the Plan to amend the Plan at any time, provided that the amendment does not involve a substantial increase in cost to any Employing Company or is necessary or desirable to comply with the laws and regulations applicable to the Plan. NOW, THEREFORE, the Committee hereby amends the Plan as follows to be effective as provided herein: I. Effective as of the date hereof, Section 2.20 of the Plan shall be amended by adding a new Subparagraph (5) thereto as follows: (5) An Employee who is described in Section 3.8 of the Plan. II. Effective as of the date hereof, Article III of the Plan shall be amended by adding a new Section 3.8 thereto as follows and by redesignating existing Section 3.8 as Section 3.10: 3.8 Former Orange and Rockland Utilities, Inc. Employees. Notwithstanding any other provision of the Plan to the contrary, a former employee of Orange and Rockland Utilities, Inc. ("O&R") who is employed by Southern Energy Resources, Inc. and who is set forth on a schedule of employees acknowledged by the Committee shall not be eligible to participate in the Plan.. III. Effective as of the date hereof, Article III shall be amended by adding a new Section 3.9 thereto as follows: 3.9 Former Pacific Gas and Electric Company Employees. Notwithstanding any other provision of the Plan to the

Exhibit 10(a)63 THIRD AMENDMENT TO THE SOUTHERN COMPANY EMPLOYEE STOCK OWNERSHIP PLAN WHEREAS, Southern Company Services, Inc. ("Company") heretofore adopted The Southern Company Employee Stock Ownership Plan ("Plan"), originally effective as of January 1, 1976 and has most recently amended and restated the Plan effective as of January 1, 1997; and WHEREAS, the Employee Stock Ownership Plan Committee ("Committee") desires to amend the Plan to exclude certain former employees of Orange and Rockland Utilities, Inc. who become employed by Southern Energy Resources, Inc. from participating in the Plan; and WHEREAS, the Committee desires to amend the Plan to provide for the participation in the Plan by certain former employees of Pacific Gas and Electric Company who become employed by Southern Energy Resources, Inc.; and WHEREAS, the Committee desires to amend the Plan to allow audit fees incurred by the Plan and the Trust to be paid from the Trust assets; and WHEREAS, the Committee is authorized pursuant to Section 11.1 of the Plan to amend the Plan at any time, provided that the amendment does not involve a substantial increase in cost to any Employing Company or is necessary or desirable to comply with the laws and regulations applicable to the Plan. NOW, THEREFORE, the Committee hereby amends the Plan as follows to be effective as provided herein: I. Effective as of the date hereof, Section 2.20 of the Plan shall be amended by adding a new Subparagraph (5) thereto as follows: (5) An Employee who is described in Section 3.8 of the Plan. II. Effective as of the date hereof, Article III of the Plan shall be amended by adding a new Section 3.8 thereto as follows and by redesignating existing Section 3.8 as Section 3.10: 3.8 Former Orange and Rockland Utilities, Inc. Employees. Notwithstanding any other provision of the Plan to the contrary, a former employee of Orange and Rockland Utilities, Inc. ("O&R") who is employed by Southern Energy Resources, Inc. and who is set forth on a schedule of employees acknowledged by the Committee shall not be eligible to participate in the Plan.. III. Effective as of the date hereof, Article III shall be amended by adding a new Section 3.9 thereto as follows: 3.9 Former Pacific Gas and Electric Company Employees. Notwithstanding any other provision of the Plan to the contrary, with respect to a former employee of Pacific Gas and Electric Company ("PG&E") who is employed by Southern Energy Resources, Inc. and is set forth on a schedule of employees acknowledged by the Committee, such employee shall be given credit for service with PG&E for eligibility purposes and shall become a Participant on the Enrollment Date commencing on or after the date such employee meets the eligibility requirements under Section 3.1 of the Plan. IV.

Effective as of March 25, 1999, Section 9.12 shall be amended by deleting such Section in its entirety and replacing it with the following: 9.12 Expenses of Plan and Trust Fund. The expenses of establishment and administration of the Plan and the Trust Fund shall be paid by the Company or the Employing Companies. Notwithstanding the foregoing, to the extent provided in the Trust Agreement, certain administrative expenses may be paid from the Trust Fund either directly or through reimbursement of the Company or the Employing Companies. All fees of the auditors related to the audit of the Plan or the Trust Fund shall be paid from the Trust Fund either directly or through reimbursement of the Company or the Employing Companies. Any expenses directly related to the investments of the Trust Fund, such as stock transfer taxes, brokerage commissions, or other charges incurred in the acquisition or disposition of such investments, shall be paid from the Trust Fund and shall be deemed to be part of the cost of such securities or deducted in computing the proceeds therefrom, as the case may be. Taxes, if any, on any assets held or income received by the Trustee and transfer taxes on the transfer of Common Stock from the Trustee to a Participant or his Beneficiary shall be charged appropriately against the Accounts of Participants as the Committee shall determine. Any expenses paid by the Company pursuant to Section 9.11 and this section shall be subject to reimbursement by other Employing Companies of their proportionate shares of such expenses as determined by the Committee. Except as amended herein by this Third Amendment, the Plan shall remain in full force and effect.

IN WITNESS WHEREOF, Southern Company Services, Inc. through the duly authorized members of the Employee Stock Ownership Plan Committee has adopted this Third Amendment to The Southern Company Employee Stock Ownership Plan this _____ day of ________________, 1999, to be effective as of such date unless stated otherwise herein. EMPLOYEE STOCK OWNERSHIP PLAN COMMITTEE: Christopher C. Womack Robert A. Bell W. Dean Hudson

Exhibit 10(a)65 DEFERRED COMPENSATION PLAN FOR DIRECTORS OF THE SOUTHERN COMPANY Amended and Restated Effective February 17, 1997

SECTION I
Definitions 1.1 "Beneficiary Election" means the designation by the Director of the person or persons to whom distributions are made from the Plan upon the death of the director pursuant to Section 7. "Board" or "Board of Directors" means the Board of Directors of the Company. "Code" means the Internal Revenue Code of 1986, as amended, or any successor statute.

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IN WITNESS WHEREOF, Southern Company Services, Inc. through the duly authorized members of the Employee Stock Ownership Plan Committee has adopted this Third Amendment to The Southern Company Employee Stock Ownership Plan this _____ day of ________________, 1999, to be effective as of such date unless stated otherwise herein. EMPLOYEE STOCK OWNERSHIP PLAN COMMITTEE: Christopher C. Womack Robert A. Bell W. Dean Hudson

Exhibit 10(a)65 DEFERRED COMPENSATION PLAN FOR DIRECTORS OF THE SOUTHERN COMPANY Amended and Restated Effective February 17, 1997

SECTION I
Definitions 1.1 "Beneficiary Election" means the designation by the Director of the person or persons to whom distributions are made from the Plan upon the death of the director pursuant to Section 7. "Board" or "Board of Directors" means the Board of Directors of the Company. "Code" means the Internal Revenue Code of 1986, as amended, or any successor statute. "Committee" means the Governance Committee of the Board, or such other committee as may be designated by the Board to be responsible for administering the Plan. "Common Stock" means the common stock of the Company, including any shares into which it may be split, subdivided, or combined. "Common Stock Investment Account" means the bookkeeping account established pursuant to Section 6.2 in which a Director may elect to defer compensation or make investments, and includes amounts credited thereto to reflect the reinvestment of dividends. "Company" means The Southern Company, and any successor thereto. "Compensation Payment Date" means the date on which compensation, including cash retainer, meeting fees, and the Stock Retainer, is payable to a Director or compensation would otherwise be payable to a Director if an election to defer such compensation had not been made. "Deferred Compensation Account" means the Prime Rate Investment Account, the Common Stock Investment Account, and/or the Deferred Stock Account. "Deferred Pension Election" means the election by a Director under Section 5.3 in connection with the deferral of receipt of the Director's Pension Benefit until termination from the Board.

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Exhibit 10(a)65 DEFERRED COMPENSATION PLAN FOR DIRECTORS OF THE SOUTHERN COMPANY Amended and Restated Effective February 17, 1997

SECTION I
Definitions 1.1 "Beneficiary Election" means the designation by the Director of the person or persons to whom distributions are made from the Plan upon the death of the director pursuant to Section 7. "Board" or "Board of Directors" means the Board of Directors of the Company. "Code" means the Internal Revenue Code of 1986, as amended, or any successor statute. "Committee" means the Governance Committee of the Board, or such other committee as may be designated by the Board to be responsible for administering the Plan. "Common Stock" means the common stock of the Company, including any shares into which it may be split, subdivided, or combined. "Common Stock Investment Account" means the bookkeeping account established pursuant to Section 6.2 in which a Director may elect to defer compensation or make investments, and includes amounts credited thereto to reflect the reinvestment of dividends. "Company" means The Southern Company, and any successor thereto. "Compensation Payment Date" means the date on which compensation, including cash retainer, meeting fees, and the Stock Retainer, is payable to a Director or compensation would otherwise be payable to a Director if an election to defer such compensation had not been made. "Deferred Compensation Account" means the Prime Rate Investment Account, the Common Stock Investment Account, and/or the Deferred Stock Account. "Deferred Pension Election" means the election by a Director under Section 5.3 in connection with the deferral of receipt of the Director's Pension Benefit until termination from the Board. "Deferred Stock Account" means the bookkeeping account established under Section 6.3 on behalf of a Director and includes shares of Common Stock credited thereto to reflect the reinvestment of dividends pursuant to Section 6.3(a)(iii). "Director" means a member of the Board. "Directors' Stock Trust" means The Southern Company Directors' Deferred Stock Trust established between the Company and Reliance Trust Company. "Distribution Election" means the designation by a Director of the manner of distribution of the amounts and quantities held in the Director's Deferred Compensation Accounts upon the director's termination from the Board of Directors pursuant to Section 5.4. "Market Value" means the average of the high and low prices of the Common Stock, as published in the Wall Street Journal in its report of New York Stock Exchange composite transactions, on the date such Market Value is to be determined, as specified herein (or the average of the

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SECTION I
Definitions 1.1 "Beneficiary Election" means the designation by the Director of the person or persons to whom distributions are made from the Plan upon the death of the director pursuant to Section 7. "Board" or "Board of Directors" means the Board of Directors of the Company. "Code" means the Internal Revenue Code of 1986, as amended, or any successor statute. "Committee" means the Governance Committee of the Board, or such other committee as may be designated by the Board to be responsible for administering the Plan. "Common Stock" means the common stock of the Company, including any shares into which it may be split, subdivided, or combined. "Common Stock Investment Account" means the bookkeeping account established pursuant to Section 6.2 in which a Director may elect to defer compensation or make investments, and includes amounts credited thereto to reflect the reinvestment of dividends. "Company" means The Southern Company, and any successor thereto. "Compensation Payment Date" means the date on which compensation, including cash retainer, meeting fees, and the Stock Retainer, is payable to a Director or compensation would otherwise be payable to a Director if an election to defer such compensation had not been made. "Deferred Compensation Account" means the Prime Rate Investment Account, the Common Stock Investment Account, and/or the Deferred Stock Account. "Deferred Pension Election" means the election by a Director under Section 5.3 in connection with the deferral of receipt of the Director's Pension Benefit until termination from the Board. "Deferred Stock Account" means the bookkeeping account established under Section 6.3 on behalf of a Director and includes shares of Common Stock credited thereto to reflect the reinvestment of dividends pursuant to Section 6.3(a)(iii). "Director" means a member of the Board. "Directors' Stock Trust" means The Southern Company Directors' Deferred Stock Trust established between the Company and Reliance Trust Company. "Distribution Election" means the designation by a Director of the manner of distribution of the amounts and quantities held in the Director's Deferred Compensation Accounts upon the director's termination from the Board of Directors pursuant to Section 5.4. "Market Value" means the average of the high and low prices of the Common Stock, as published in the Wall Street Journal in its report of New York Stock Exchange composite transactions, on the date such Market Value is to be determined, as specified herein (or the average of the high and low sale prices on the trading day immediately preceding such date if the Common Stock is not traded on the New York Stock Exchange on such date). "Pension Benefit" means the U.S. dollar amount of the actuarially-determined present value of benefits based on a Director's expected service at the required retirement date under The Southern Company Outside Directors Pension Plan, as calculated as of the Termination Date, plus accrued earnings on such amount calculated as if invested at the Prime Interest Rate from the Termination Date, until such amount is invested in Deferred Compensation Accounts pursuant to the provisions of Section 5.3.

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1.17

"Pension Benefit Investment Date" means the date to be determined by the Committee, as of which the Director's Pension Benefit will be credited to a Deferred Compensation Account in accordance with the director's Deferred Pension Election under Section 5.3. "Plan" means the Deferred Compensation Plan for Directors of The Southern Company as from time to time in effect. "Plan Period" shall mean the period designated in Section 4. "Prime Interest Rate" means the prime rate of interest as published in the Wall Street Journal. "Prime Rate Investment Account" means the bookkeeping account established pursuant to Section 6.1 in which a Director may elect to defer compensation or make investments, the investment return on which is computed at the Prime Interest Rate. "Stock Retainer" means the annual Board retainer fee that the Board has determined to credit to a Director's Deferred Stock Account. "Termination Date" means January 1, 1997, the date as of which The Southern Company Outside Directors Pension Plan was effectively terminated.

1.18

1.19 1.20

1.21

1.22

1.23

Where the context requires, words in the masculine gender shall include the feminine gender, words in the singular shall include the plural, and words in the plural shall include the singular. SECTION 2 Purpose The Plan provides a method of deferring payment to a Director of his compensation until a date following the termination of his membership on the Board of Directors. SECTION 3 Eligibility An individual who serves as a Director and is not otherwise actively employed by the Company or any of its subsidiaries or affiliates is eligible to participate in the Plan. SECTION 4 Plan Periods The first Plan Period under this amended and restated plan shall begin April 1, 1997. Said first Plan Period shall be a nine-month period and all subsequent Plan periods shall be on a calendar year basis, except that the initial Plan Period applicable to any person elected to the Board who was not a Director on the preceding December 31, shall begin on the first day of such Director's membership on the Board. SECTION 5 Elections 5.1 Cash Compensation (a) Prior to the beginning of a Plan Period, a Director may direct that payment of all or any portion of cash compensation that otherwise would be paid to the Director for the Plan Period, be deferred in amounts as designated by the Director, and credited to (i) a Prime Rate Investment Account, (ii) a Common Stock Investment Account, or (iii) a Deferred Stock Account. Upon the Director's termination from the Board of Directors, such deferred compensation and accumulated investment return held in the Director's Deferred Compensation Accounts shall be distributed to the Director in accordance with the Director's Distribution

Election and the provisions of Section 7. (b) An election to defer cash compensation is irrevocable. Such an election shall continue from Plan Period to Plan Period unless the Director changes his election to defer cash compensation paid in a future Plan Period prior to the beginning of such future Plan Period. (c) Cash compensation deferred under this Section 5.1 shall be invested in Deferred Compensation Accounts as directed by the Director on the Compensation Payment Date. 5.2 Stock Retainer Director compensation designated as Stock Retainer shall be credited to the Director's Deferred Stock Account as of the Compensation Payment Date. Upon the Director's termination from the Board of Directors, such compensation and accumulated investment return held in the Director's Deferred Stock Account shall be distributed to the Director in accordance with the Director's Distribution Election and the provisions of Section 7.

5.3 Deferred Pension Election Any Director, who has a Pension Benefit as of the Termination Date, must make a single one-time election, on or before March 31, 1997, to credit all of his Pension Benefit into a Deferred Compensation Account. The Pension Benefit will be credited on the Pension Benefit Investment Date, at the election of the Director, to (i) a Prime Rate Investment Account, (ii) a Common Stock Investment Account, or (iii) a Deferred Stock Account. Upon the Director's termination from the Board of Directors, such Pension Benefit and accumulated investment return held in the Director's Deferred Compensation Accounts shall be distributed to the Director in accordance with the Director's Distribution Election and the provisions of Section 7. 5.4 Distribution Election (a) Prior to the establishment of a Deferred Compensation Account for a Director under this amended and restated plan, the Director may elect that upon termination from the Board of Directors the values and quantities held in the Directors Deferred Compensation Accounts be distributed to the Director, pursuant to the provisions of Section 7, in a single distribution or in a series of annual installments not to exceed ten (10). The time for the commencement of distribution shall not be later than the first day of the month coinciding with or next following the second anniversary of termination of Board membership. (b) A Distribution Election is irrevocable except that a Director may amend the Distribution Election then in effect not prior to the 390th day nor later than the 360th day prior to his termination of Board membership. 5.5 Beneficiary Election A Director or former Director may designate a beneficiary to receive distributions from the Plan in accordance with the provisions of Section 7 upon the death of the director. The Beneficiary Election may be changed by a Director or former Director at any time, and without the consent of the prior Beneficiary. 5.6 Form of Election All elections pursuant to the provisions of this Section 5 of the Plan shall be made in writing to the Secretary of the Company on a form or forms available upon request from the Secretary.

SECTION 6 Accounts 6.1 Prime Rate Investment Account

5.3 Deferred Pension Election Any Director, who has a Pension Benefit as of the Termination Date, must make a single one-time election, on or before March 31, 1997, to credit all of his Pension Benefit into a Deferred Compensation Account. The Pension Benefit will be credited on the Pension Benefit Investment Date, at the election of the Director, to (i) a Prime Rate Investment Account, (ii) a Common Stock Investment Account, or (iii) a Deferred Stock Account. Upon the Director's termination from the Board of Directors, such Pension Benefit and accumulated investment return held in the Director's Deferred Compensation Accounts shall be distributed to the Director in accordance with the Director's Distribution Election and the provisions of Section 7. 5.4 Distribution Election (a) Prior to the establishment of a Deferred Compensation Account for a Director under this amended and restated plan, the Director may elect that upon termination from the Board of Directors the values and quantities held in the Directors Deferred Compensation Accounts be distributed to the Director, pursuant to the provisions of Section 7, in a single distribution or in a series of annual installments not to exceed ten (10). The time for the commencement of distribution shall not be later than the first day of the month coinciding with or next following the second anniversary of termination of Board membership. (b) A Distribution Election is irrevocable except that a Director may amend the Distribution Election then in effect not prior to the 390th day nor later than the 360th day prior to his termination of Board membership. 5.5 Beneficiary Election A Director or former Director may designate a beneficiary to receive distributions from the Plan in accordance with the provisions of Section 7 upon the death of the director. The Beneficiary Election may be changed by a Director or former Director at any time, and without the consent of the prior Beneficiary. 5.6 Form of Election All elections pursuant to the provisions of this Section 5 of the Plan shall be made in writing to the Secretary of the Company on a form or forms available upon request from the Secretary.

SECTION 6 Accounts 6.1 Prime Rate Investment Account A Prime Rate Investment Account shall be established for each Director electing deferral or investment at the Prime Interest Rate. The amount directed by the Director to such account shall be credited to it as of the Pension Benefit Investment Date or Compensation Payment Date, as applicable, and credited thereafter with interest computed using the Prime Interest Rate. Interest shall be computed from the date such compensation is credited to the account and compounded quarterly at the end of each calendar quarter. The Prime Interest Rate in effect on the first day of a calendar quarter shall be deemed the Prime Interest Rate in effect for that entire quarter. Interest shall accrue and compound on any balance until the amount credited to the account is fully distributed. 6.2 Common Stock Investment Account The Common Stock Investment Account established for each Director electing deferral or investment at the Common Stock investment rate shall be credited with the number of shares (including fractional shares rounded to the nearest ten-thousandth) of Common Stock which could have been purchased on the Pension Benefit Investment Date or the Compensation Payment Date, as applicable, based on the Market Value as of such date. On the date of the payment of dividends on the Common Stock, the Director's Common Stock Investment Account shall be credited with additional shares (including fractional shares rounded to the nearest ten-

SECTION 6 Accounts 6.1 Prime Rate Investment Account A Prime Rate Investment Account shall be established for each Director electing deferral or investment at the Prime Interest Rate. The amount directed by the Director to such account shall be credited to it as of the Pension Benefit Investment Date or Compensation Payment Date, as applicable, and credited thereafter with interest computed using the Prime Interest Rate. Interest shall be computed from the date such compensation is credited to the account and compounded quarterly at the end of each calendar quarter. The Prime Interest Rate in effect on the first day of a calendar quarter shall be deemed the Prime Interest Rate in effect for that entire quarter. Interest shall accrue and compound on any balance until the amount credited to the account is fully distributed. 6.2 Common Stock Investment Account The Common Stock Investment Account established for each Director electing deferral or investment at the Common Stock investment rate shall be credited with the number of shares (including fractional shares rounded to the nearest ten-thousandth) of Common Stock which could have been purchased on the Pension Benefit Investment Date or the Compensation Payment Date, as applicable, based on the Market Value as of such date. On the date of the payment of dividends on the Common Stock, the Director's Common Stock Investment Account shall be credited with additional shares (including fractional shares rounded to the nearest tenthousandth) of Common Stock, as follows: (a) In the case of cash dividends, such additional shares as would have been purchased as of the Common Stock dividend payment date as if the credited shares had been outstanding and dividends reinvested thereon under the Southern Investment Plan; (b) In the case of dividends payable in property other than cash or Common Stock, such additional shares as could be purchased at the Market Value as of the date of payment with the fair market value of the property which would have been payable if the credited shares had been outstanding; and (c) In the case of dividends payable in Common Stock, such additional shares as would have been payable on the credited shares if they had been outstanding. 6.3 Deferred Stock Account (a) A Director's Deferred Stock Account will be credited: (i) with the number of shares of Common Stock (rounded to the nearest ten thousandth of a share) determined by dividing the amount subject to deferral or investment in the Deferred Stock Account by the average price paid by the Trustee of the Directors' Stock Trust for shares of Common Stock with respect to the Pension Benefit Investment Date or the Compensation Payment Date, as applicable, as reported by the Trustee, or, if the Trustee shall not at such time purchase any shares of Common Stock, by the Market Value on such date; (ii) as of the date on which Stock Retainer is paid, with the number of shares of Common Stock (rounded to the nearest ten thousandth of a share) determined by dividing the amount of the Stock Retainer by the average price paid by the Trustee of the Directors' Stock Trust for shares of Common Stock with respect to such payment date, as reported by the Trustee, or, if the Trustee shall not at such time purchase any shares of Common Stock, by the Market Value on such date; and (iii) as of each date on which dividends are paid on the Common Stock, with the number of shares of Common Stock (rounded to the nearest ten thousandth of a share) determined by multiplying the number of shares of Common Stock credited in the Director's Deferred Stock Account on the dividend record date, by the dividend rate per share of Common Stock, and dividing the product by the price per share of Common Stock attributable to the reinvestment of dividends on the shares of Common Stock held in the Directors' Stock Trust on the applicable dividend payment date or, if the Trustee of the Directors' Stock Trust has not reinvested in shares of Common Stock on the applicable dividend reinvestment date, the product shall be divided by the Market Value

on the dividend payment date. (b) If the Company enters into transactions involving stock splits, stock dividends, reverse splits or any other recapitalization transactions, the number of shares of Common Stock credited to a Director's Deferred Stock Account will be adjusted (rounded to the nearest ten thousandth of a share) so that the Director's Deferred Stock Account reflects the same equity percentage interest in the Company after the recapitalization as was the case before such transaction. (c) If at least a majority of the Company's stock is sold or exchanged by its shareholders pursuant to an integrated plan for cash or property (including stock of another corporation) or if substantially all of the assets of the Company are disposed of and, as a consequence thereof, cash or property is distributed to the Company's shareholders, each Director's Deferred Stock Account will, to the extent not already so credited under this Section 6.3, be (i) credited with the amount of cash or property receivable by a Company shareholder directly holding the same number of shares of Common Stock as is credited to such Director's Deferred Stock Account and (ii) debited by that number of shares of Common Stock surrendered by such equivalent Company shareholder. (d) Each Director who has a Deferred Stock Account also shall be entitled to provide directions to the Committee to cause the Committee to similarly direct the Trustee of the Director's Stock Trust to vote, on any matter presented for a vote to the shareholders of the Company, that number of shares of Common Stock held by the Director's Stock Trust equivalent to the number of shares of Common Stock credited to the Director's Deferred Stock Account. The Committee shall arrange for distribution to all Directors in a timely manner of all communications directed generally to the shareholders of the Company as to which their votes are solicited. SECTION 7 Distributions 7.1 Upon termination of a Director's membership on the Board, the amount credited to a Director's Deferred Compensation Accounts will be paid to the Director or his beneficiary, as applicable. The amount credited to a Director's Prime Rate Investment Account and Common Stock Investment Account shall be paid in cash and the amount credited to his Deferred Stock Account shall, except as otherwise provided in Section 6.3(c), Section 8, or to the extent the Company is otherwise, in the reasonable judgment of the Committee, precluded from doing so, be paid in shares of Common Stock (with any fractional share interest therein paid in cash to the extent of the then Market Value thereof). Such payments shall be from the general assets of the Company (including the Directors' Stock Trust) in accordance with this Section 7. 7.2 Unless other arrangements are specified by the Committee on a uniform and nondiscriminatory basis, deferred amounts shall be paid in the form of (i) a lump sum payment, or (ii) in approximately equal annual installments, as elected by the Director pursuant to the provision of Section 5.4; provided, however, that payments shall be made only in a single lump sum if payment commences due to termination for cause. Such payments shall be made (or shall commence) as soon as practicable following the termination of Board membership or, if so elected in the Distribution Election, up to twenty-four (24) months following such termination. In the event a Director elected to receive the balance of his Deferred Compensation Accounts in a lump sum, distribution shall be made on the first day of the month selected by the Director on his Distribution Election, or as soon as reasonably possible thereafter. If the Director elected to receive annual installments, the first payment shall be made on the first day of the month selected by a Director, or as soon as reasonably possible thereafter, and shall be equal to the balance in the Director's Deferred Compensation Accounts on such date divided by the number of annual installment payments. Each subsequent annual payment shall be an amount equal to the balance in the Director's Deferred Compensation Accounts on the date of payment divided by the number of remaining annual payments and shall be paid on the anniversary of the preceding date of payment. The Market Value of any shares of Common Stock credited to a Director's Common Stock Investment Account shall be determined as of the twenty-fifth (25th) day of the month immediately preceding the date of any lump sum or installment distribution. Upon the death of a Director, or a former Director prior to the payment of all amounts credited to the Director's Deferred Compensation Accounts, the unpaid balance shall be paid in the sole discretion of the Committee (i) in

a lump sum to the designated beneficiary of such Director or former Director within thirty (30) days of the date of death (or as soon as reasonably possible thereafter) or (ii) in accordance with the Distribution Election made by such Director or former Director. In the event a beneficiary designation has not been made, or the designated beneficiary is deceased or cannot be located, payment shall be made to the estate of the Director or former Director. The Market Value of any shares of Common Stock credited to a Director's Common Stock Investment Account shall be determined as of the twenty-fifth (25th) day of the month immediately preceding the date of any lump sum or installment distribution. SECTION 8 General Provisions 8.1 The Company shall make no provision for the funding of any Deferred Compensation Accounts payable hereunder that (i) would cause the Plan to be a funded plan for purposes of section 404(a)(5) of the Code or (ii) would cause the Plan to be other than an "unfunded and unsecured promise to pay money or other property in the future" under Treasury Regulations ss. 1.83-3(e); and, except to the extent specified in the Directors' Stock Trust following a "change of control" (as defined in the Directors' Stock Trust) of the Company, the Company shall have no obligation to make any arrangement for the accumulation of funds to pay any amounts under this Plan. Subject to the restrictions of the preceding sentence and in Section 8.3 herein, the Company, in its sole discretion, may establish one or more grantor trusts described in Treasury Regulations ss. 1.677(a)-I(d) to accumulate funds and/or shares of Common Stock to pay amounts under this Plan, provided that the assets of such trust shall be required to be used to satisfy the claims of the Company's general creditors in the event of the Company's bankruptcy or insolvency. 8.2 In the event that the Company shall decide to establish an advance accrual reserve on its books against the future expense of payments from any Deferred Compensation Accounts, such reserve shall not under any circumstances be deemed to be an asset of this Plan but, at all times, shall remain a part of the general assets of the Company, subject to claims of the Company's creditors. 8.3 A person entitled to any amount under this Plan shall be a general unsecured creditor of the Company with respect to such amount. Furthermore, a person entitled to a payment or distribution with respect to a Deferred Compensation Account, shall have a claim upon the Company only to the extent of the balance in his Deferred Compensation Accounts. 8.4 All commissions, fees and expenses that may be incurred in operating the Plan and any related trust established in accordance with Section 8.1 herein (including the Directors' Stock Trust) will be paid by the Company. 8.5 Notwithstanding any other provision of this Plan: (i) elections under this Plan may only be made by Directors while they are directors of the Company; (with the exception of the designation of beneficiaries) and (ii) distributions otherwise payable to a Director in the form of Common Stock shall be delayed and/or instead paid in cash in an amount equal to the fair market value thereof if such payment in Common Stock would violate any federal or State securities laws (including Section 16(b) of the Securities Exchange Act of 1934, as amended) and/or rules and regulations promulgated thereunder. 8.6 Directors, their legal representatives and their beneficiaries shall have no right to anticipate, alienate, sell, assign, transfer, pledge or encumber their interests in the Plan, nor shall such interests be subject to attachment, garnishment, levy or execution by or on behalf of creditors of the Directors or of their beneficiaries. SECTION 9 Administration Subject to the express provisions of the Plan, the Committee shall have the exclusive right to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to it and to make all other determinations necessary or advisable for the administration of the Plan. The decisions, actions and records of the Committee shall be conclusive and binding upon the Company and all persons having or claiming to have any right or interest in or under the Plan.

The Committee may delegate to such officers, employees or departments of the Company such authority, duties, and responsibilities of the Committee as it, in its sole discretion, considers necessary or appropriate for the proper and efficient operation of the Plan, including, without limitation, (i) interpretation of the Plan, (ii) approval and payment of claims, and (iii) establishment of procedures for administration of the Plan.

SECTION 10
Amendment, Termination and Effective Date 10.1 Amendment of the Plan Subject to the provisions of Section 10.3 herein, the Plan may be wholly or partially amended or otherwise modified at any time by written action of the Board of Directors. 10.2 Termination of the Plan Subject to the provisions of Section 10.3 herein, the Plan may be terminated at any time by written action of the Board of Directors. 10.3 No Impairment of Benefits Notwithstanding the provisions of Sections 10.1 and 10.2, herein no amendment to or termination of the Plan shall impair any rights to benefits which have accrued hereunder. 10.4 Governing Law This Plan shall be construed in accordance with and governed by the

laws of the State of Georgia. IN WITNESS WHEREOF, the Plan, as amended and restated effective February 17, 1997, has been executed pursuant to resolutions of the Board of Directors of The Southern Company, this ____ day of _______________, 1997. THE SOUTHERN COMPANY By: ________________________________ Attest: By: ___________________________

Exhibit 10(a)70 SOUTHERN COMPANY PERFORMANCE DIVIDEND PLAN AMENDED AND RESTATED TROUTMAN SANDERS LLP NationsBank Plaza 600 Peachtree Street, N.E., Suite 5200 Atlanta, Georgia 30308 (404) 885-3000 Effective January 1, 1999

SECTION 10
Amendment, Termination and Effective Date 10.1 Amendment of the Plan Subject to the provisions of Section 10.3 herein, the Plan may be wholly or partially amended or otherwise modified at any time by written action of the Board of Directors. 10.2 Termination of the Plan Subject to the provisions of Section 10.3 herein, the Plan may be terminated at any time by written action of the Board of Directors. 10.3 No Impairment of Benefits Notwithstanding the provisions of Sections 10.1 and 10.2, herein no amendment to or termination of the Plan shall impair any rights to benefits which have accrued hereunder. 10.4 Governing Law This Plan shall be construed in accordance with and governed by the

laws of the State of Georgia. IN WITNESS WHEREOF, the Plan, as amended and restated effective February 17, 1997, has been executed pursuant to resolutions of the Board of Directors of The Southern Company, this ____ day of _______________, 1997. THE SOUTHERN COMPANY By: ________________________________ Attest: By: ___________________________

Exhibit 10(a)70 SOUTHERN COMPANY PERFORMANCE DIVIDEND PLAN AMENDED AND RESTATED TROUTMAN SANDERS LLP NationsBank Plaza 600 Peachtree Street, N.E., Suite 5200 Atlanta, Georgia 30308 (404) 885-3000 Effective January 1, 1999

SOUTHERN COMPANY PERFORMANCE DIVIDEND PLAN

Exhibit 10(a)70 SOUTHERN COMPANY PERFORMANCE DIVIDEND PLAN AMENDED AND RESTATED TROUTMAN SANDERS LLP NationsBank Plaza 600 Peachtree Street, N.E., Suite 5200 Atlanta, Georgia 30308 (404) 885-3000 Effective January 1, 1999

SOUTHERN COMPANY PERFORMANCE DIVIDEND PLAN Purposes The purposes of the Southern Company Performance Dividend Plan are to provide a financial incentive which will focus the efforts of certain key employees on areas which will have a direct and significant influence on corporate performance and to provide the potential for levels of compensation which will enhance the Employing Companies' abilities to attract, retain and motivate such key employees. In order to achieve these objectives, the Plan will be based upon corporate performance as measured by total shareholder return or such other performance measure which the Committee may determine under the terms of the Plan. ARTICLE I Definitions For purposes of the Plan, the following terms shall have the following meanings unless a different meaning is plainly required by the context: 1.1 "Annual Dividend" shall mean the aggregate, annual dividend declared by Southern Company on Common Stock for the Plan Year in which an Award is made. 1.2 "Award" shall mean the awards granted pursuant to Article IV hereof. 1.3 "Beneficial Ownership" shall mean beneficial ownership within the meaning of Rule 13d-3 promulgated under the Exchange Act. 1.4 "Board of Directors" shall mean the Board of Directors of Southern Company Services, Inc. 1.5 "Business Combination" shall mean a reorganization, merger or consolidation of Southern Company or sale or other disposition of all or substantially all of the assets of Southern Company. 1.6 "Committee" shall mean the Compensation Committee of the Board of Directors of Southern Company. 1.7 "Common Stock" shall mean the common stock of Southern Company. 1.8 "Computation Period" shall mean a four-year period commencing the first day of January of each year, provided, however, that the Computation Period for the first three years beginning in the year of the effective date of the Plan shall be one year, two years and three years, respectively, beginning January 1, 1997. 1.9 "Consummation" shall mean the completion of the final act necessary to complete a transaction as a matter of

SOUTHERN COMPANY PERFORMANCE DIVIDEND PLAN Purposes The purposes of the Southern Company Performance Dividend Plan are to provide a financial incentive which will focus the efforts of certain key employees on areas which will have a direct and significant influence on corporate performance and to provide the potential for levels of compensation which will enhance the Employing Companies' abilities to attract, retain and motivate such key employees. In order to achieve these objectives, the Plan will be based upon corporate performance as measured by total shareholder return or such other performance measure which the Committee may determine under the terms of the Plan. ARTICLE I Definitions For purposes of the Plan, the following terms shall have the following meanings unless a different meaning is plainly required by the context: 1.1 "Annual Dividend" shall mean the aggregate, annual dividend declared by Southern Company on Common Stock for the Plan Year in which an Award is made. 1.2 "Award" shall mean the awards granted pursuant to Article IV hereof. 1.3 "Beneficial Ownership" shall mean beneficial ownership within the meaning of Rule 13d-3 promulgated under the Exchange Act. 1.4 "Board of Directors" shall mean the Board of Directors of Southern Company Services, Inc. 1.5 "Business Combination" shall mean a reorganization, merger or consolidation of Southern Company or sale or other disposition of all or substantially all of the assets of Southern Company. 1.6 "Committee" shall mean the Compensation Committee of the Board of Directors of Southern Company. 1.7 "Common Stock" shall mean the common stock of Southern Company. 1.8 "Computation Period" shall mean a four-year period commencing the first day of January of each year, provided, however, that the Computation Period for the first three years beginning in the year of the effective date of the Plan shall be one year, two years and three years, respectively, beginning January 1, 1997. 1.9 "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. 1.10 "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. 1.11 "Employing Company" shall mean those affiliates or subsidiaries of the Southern Company (direct or indirect) which have one or more employees to whom the Board of Directors or any committee thereof has granted an option under the Southern Company Performance Stock Plan provided that such affiliate or subsidiary adopts the Plan. 1.12 "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. 1.13 "Group" shall mean group within the meaning of Section 14(d) of the Exchange Act.

1.14 "Incumbent Board" shall mean those individuals who constitute the Southern Board as of the Effective Date 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 the Effective Date 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. 1.15 "Key Employee" shall mean any person who is or was employed by an Employing Company who has been granted Stock Options. 1.16 "Participant" shall mean a Key Employee who satisfies the criteria set forth in Article III. 1.17 "Payment Date" shall mean the date the check evidencing an Award is endorsed by an authorized person of an Employing Company. 1.18 "Peer Group Common Stock" shall mean the common stock of the Peer Group Companies. 1.19 "Peer Group Companies" shall mean those Companies designated by Goldman Sachs as the 80 Utility Peer Group Companies as published quarterly and as composed from time to time. In the event that Goldman Sachs no longer publishes the 80 Utility Peer Group Companies, the Committee shall choose such other and similar list of national peer group companies as published by a similarly nationally recognized firm. 1.20 "Performance Based" shall mean compensation which qualifies as "performance based" within the meaning of Code Section 162(m)(4)(c) and the regulations thereunder. 1.21 "Permanent Disability" shall mean such permanent disability as defined in The Southern Company Pension Plan. 1.22 "Person" shall mean any individual, entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of Exchange Act. 1.23 "Phantom Stock" shall mean phantom shares of Common Stock as defined by The Southern Company Deferred Compensation Plan. 1.24 "Plan" shall mean the Southern Company Performance Dividend Plan. 1.25 "Plan Termination" shall mean the termination of the Plan 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) has been made with respect to the Plan in connection with the Southern Change in Control. For purposes of this Plan, an ongoing substitute or alternative plan shall be considered an "equitable arrangement" if a nationally recognized compensation consulting firm chosen by the Committee opines in writing that the postSouthern Change in Control plan is an equitable substitute or replacement of the Plan, and that such substitute or alternative plan provides substantially similar target opportunities and a substantially similar level of performance difficulty. 1.26 "Plan Year" shall mean the calendar year. 1.27 "Retirement" shall mean the termination of employment with an Employing Company under the terms of The Southern Company Pension Plan or such other retirement or early retirement plan or arrangement which the Committee shall adopt and make available to a Participant. 1.28 "Southern Board" shall mean the Board of Directors of The Southern Company. 1.29 "Southern 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

Company's Voting Securities; provided, however, that for purposes of this subsection (i), the following acquisitions of Southern's Voting Securities shall not constitute a Change in Control: (A) any acquisition directly from Southern Company; (B) any acquisition by Southern Company; (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Southern or any corporation controlled by Southern Company; (D) any acquisition by a qualified pension plan or publicly held mutual fund; (E) any acquisition by an Employee or Group composed exclusively of Employees; or (F) any Business Combination which would not otherwise constitute a change in control because of the application of clauses (A), (B) and (C) of Section 1.29(iii). (ii) 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 (iii) Consummation of a Business Combination, unless, following such Business Combination, all of the following three conditions are met: (A) 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 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; (B) no Person (excluding any corporation resulting from such Business Combination, 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 (C) 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. 1.30 "Southern Company" shall mean The Southern Company. 1.31 "Subsidiary Change in Control" shall mean the following: (i) 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 a Subsidiary Change in Control Company; provided, however, that for purposes of this Subsection 1.31, any acquisition by an Employee, or Group composed entirely of 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; (ii) Consummation of a reorganization, merger or consolidation of a Subsidiary Change in Control Company (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 (iii) Consummation of the sale or other disposition of all or substantially all of the assets of a Subsidiary Change in

Control Company to an entity which Southern Company does not Control. 1.32 "Subsidiary Change in Control Company" shall mean an Employing Company which has been authorized to and has adopted the Southern Company change in control program. 1.33 "Southern Termination" shall mean the following: (a) The Consummation of a reorganization, merger or consolidation of Southern Company under circumstances where either (i) Southern Company is not the surviving corporation 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. 1.34 "Subsidiary Employee" shall mean an Employee of a Subsidiary Change in Control Company which has undergone a Subsidiary Change in Control. 1.35 "Stock Option" shall mean those options to acquire Common Stock awarded to Participants pursuant to the Southern Company Performance Stock Plan. 1.36 "Termination for Cause" or "Cause" shall mean the termination of a Participant's employment by an Employing Company under any of the following circumstances: (a) The Participant willfully neglects or refuses to discharge his or her duties to the Employing Company as an employee or refuses to comply with any lawful or reasonable instructions given to him or her by the Employing Company without reasonable excuse; or (b) The Participant is guilty of gross misconduct. For purposes of this Plan, the following acts shall constitute gross misconduct: (i) any act involving fraud or dishonesty or breach of appropriate regulations of competent authorities; (ii) the carrying out of any activity or the making of any statement which would prejudice and/or reduce the good name and standing of Southern Company or an Employing Company or would bring Southern Company or an Employing Company into contempt, ridicule or would reasonably shock or offend any community in which Southern Company or an Employing Company is located; (iii) attendance at work in a state of intoxication or otherwise being found in possession at his or her workplace of any prohibited drug or substance, possession of which would amount to a criminal offense; (iv) assault or other act of violence against any employee or other person during the course of the Participant's employment; and (v) conviction of any felony or misdemeanor involving moral turpitude. 1.37 "Total Shareholder Return" or "TSR' shall mean the total amount an investor would receive by investing $100 per quarter in Common Stock or in Peer Group Common Stock, as the case may be, as determined by measuring the total dividends which would have been paid on such Common Stock or Peer Group Common Stock by reinvesting such dividends on a quarterly basis in additional shares of Common Stock or Peer Group Common Stock as the case may be and the total gain or loss on such Common Stock or Peer Group Common Stock as if such stock had been sold at the closing price on the last day of the respective Computation Period. 1.38 "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. Where the context requires, words in the masculine gender shall include the feminine and neuter genders, words in the singular shall include the plural, and words in the plural shall include the singular.

ARTICLE II Plan Administration 2.1 The Plan shall be administered by the Committee. The Committee is authorized to establish such rules and to appoint such agents as it deems appropriate for the proper administration of the Plan, and to make such determinations and to take such steps in connection with the Plan or the benefits provided hereunder as it deems necessary or advisable. 2.2 Plan Interpretation. The Committee shall have the exclusive authority to interpret the Plan. The decision of the Committee with respect to any question arising as to the grant of an Award to a Participant in the Plan, the amount, term, form, and time of payment of Awards under the Plan, or any other matter concerning the Plan shall be final, conclusive, and binding on both Southern Company and the Participants. ARTICLE III Participants 3.1 Participation in the Plan shall be limited to Key Employees of the Employing Companies, or in the case of death, their estates or beneficiaries, holding Stock Options as of the last day of any Computation Period. 3.2 Any Participant who terminates his or her employment with an Employing Company and who is not immediately re-employed with an affiliate of an Employing Company prior to the Payment Date of any Award due under this Plan for reasons other than death, Permanent Disability, or Retirement shall forfeit any Award due under this Plan. If a Participant terminates his or her employment by reason of death, Permanent Disability or Retirement, such Participant or his or her estate or representative shall continue to be eligible to receive Awards with respect to any Stock Options which remain outstanding in accordance with their terms. 3.3 Notwithstanding any other provision of this Plan, no Participant whose employment is terminated by an Employing Company for Cause shall be eligible to receive an Award under this Plan. 3.4 Notwithstanding any other provision of this Plan, the maximum Award for any Plan Year payable to any Participant with respect to Stock Options awarded during such Plan Year shall be six million dollars ($6,000,000). 3.5 In the case of an individual who becomes a Participant subsequent to January 1, 1997, such Participant shall participate in each Computation Period which ends not less than two (2) years after becoming a Participant. A new four-year measuring period shall begin each year in order to recognize the need to link objectives over longer periods of time, to recognize changes in the operating environment, and to encourage Participants to make long-term decisions. ARTICLE IV Performance Dividend Award 4.1 Each Participant shall receive an Award on the last day of each Computation Period which shall be based upon the number of vested and unvested, outstanding Stock Options held by the Participant on the last day of such Computation Period multiplied by the Annual Dividend multiplied by the Payout Percentage determined in accordance with the following schedule:
Percentile of Southern TSR Versus Peer Group TSR 90th and above 70th 50th 30th Below 30th Payout Percentage

100% 75% 50% 25% 0%

The Payout Percentage for performance levels falling between the percentiles listed above shall be interpolated on a straight line basis for any given Plan Year. The Committee may increase the Payout Percentage by up to a factor of two (2) with respect to such Participants and under such circumstances as the Committee in its discretion shall deem appropriate. 4.2 The Payout Percentage set forth herein shall be based on Southern Company's Total Shareholder Return during a Computation Period as compared to the Total Shareholder Return ranking of the Peer Group Companies for such Computation Period. The Total Shareholder Return of the Peer Group Companies shall be determined annually by an independent certified public accountant and shall be properly adjusted and annualized by such accountant so that the Peer Group Companies' Total Shareholder Return may be accurately compared to that of Southern Company. 4.3 Notwithstanding the above provisions, an Award shall not be granted for any Computation Period ending with the Plan Year in which the current earnings of Southern Company are less than the amount necessary to fund dividends on its Common Stock at the rate such dividends were paid for the immediately preceding Plan Year. 4.4 Awards shall be paid in cash on or before the 15th day of the third month following the last day of the Computation Period or, with respect to those Participants who are otherwise eligible to participate in the Southern Company Deferred Compensation Plan, may be deferred by exercising an option to do so no later than 12 months before any amount would otherwise be distributed pursuant to this Section 4.4. If an election is made to defer the receipt of the amount of any Award, such amount shall be deemed to be invested in Phantom Stock. Dividend equivalents earned on such Phantom Stock shall be automatically invested in additional shares of Phantom Stock. ARTICLE V Change in Control and Southern Termination 5.1 Southern Change in Control. Notwithstanding any other provision of this Plan to the contrary, in the event of a Plan Termination within two (2) years following a Southern Change in Control, each Participant who is an employee of his Employing Company on the date of such Plan Termination shall be entitled to receive within thirty (30) days of the Plan Termination, cash for each Award held as of such date, based on actual performance under Section 4.1 hereof determined as of the date of the Plan Termination, and the Annual Dividend declared prior to the date of the Plan Termination. 5.2 Subsidiary Change in Control. Notwithstanding any other provision of this Plan to the contrary, in the event of a Subsidiary Change in Control, each Subsidiary Employee on the date of such Change in Control whose employment is not transferred upon such Subsidiary Change in Control, to another Employing Company shall be entitled to receive within thirty (30) days of the Subsidiary Change in Control, cash for each Award held as of such date, based on actual performance under Section 4.1 hereof determined as of the date on which the Subsidiary Change in Control shall have occurred, and the Annual Dividend declared prior to the date of the Subsidiary Change in Control. 5.3 Southern Termination. Notwithstanding any other provision of this Plan to the contrary, in the event of a Southern Termination, each Participant who is an employee of his Employing Company on the date of such Southern Termination shall be entitled to receive within thirty (30) days of the Southern Termination, cash for each Award held as of such date, based on actual performance under Section 4.1 hereof determined as of the date on which the Southern Termination shall have occurred, and the Annual Dividend declared prior to the date of the Southern Termination. ARTICLE VI Miscellaneous Provisions 6.1 Neither the Participant, his or her beneficiary, nor his or her personal representative shall have any rights to commute, sell, assign, transfer or otherwise convey the right to receive any payments hereunder, which payments and the rights thereto are expressly declared to be nonassignable and nontransferable. Any attempt to assign or transfer the right to payments under this Plan shall be void and have no effect.

6.2 An Employing Company shall neither reserve nor otherwise set aside funds for the payments of any Awards under this Plan. 6.3 Except for the provisions of Article V, which may not be amended, modified or terminated following a Southern Change in Control, a Subsidiary Change in Control or a Southern Termination, the Plan may be amended, modified, or terminated by the Board of Directors in its sole discretion at any time and from time to time; provided, however, that no such amendment, modification, or termination shall impair any rights to payments which have accrued under the Plan prior to such amendment, modification, or termination. 6.4 It is expressly understood and agreed that Awards made in accordance with the Plan are in addition to any other benefits or compensation to which a Participant may be entitled or for which he or she may be eligible, whether funded or unfunded, by reason of his or her employment with an Employing Company. 6.5 There shall be deducted from the payment of each Award under the Plan the amount of any tax required by any governmental authority to be withheld and paid over by an Employing Company to such governmental authority for the account of the person entitled to such distribution. 6.6 Any Awards paid to a Participant while employed by an Employing Company shall not be considered in the calculation of the Participant's benefits under any other employee welfare or pension benefit plan maintained by an Employing Company, unless otherwise specifically provided therein. 6.7 This Plan, and all rights under it, shall be governed by and construed in accordance with the laws of the State of Georgia. 6.8 Pooling Accounting. Notwithstanding anything to the contrary herein, if, but for any provision of this Plan, a Change in Control transaction would otherwise be accounted for as a pooling-of-interests under APB No. 16 ("Pooling Accounting") (after giving effect to any and all other facts and circumstances affecting whether such Change in Control transaction would use Pooling Accounting), such provision or provisions of this Plan which would otherwise cause the Change in Control transaction to be ineligible for Pooling Accounting shall automatically be void and ineffective in such a manner and to the extent that by eliminating such provision or provisions of this Plan, Pooling Accounting would be required for such Change in Control transaction and Pooling Accounting is in fact used for such Change in Control transaction. IN WITNESS WHEREOF, Southern Company Services, Inc., through its duly authorized officers, hereby adopts the Southern Company Performance Dividend Plan this _____ day of ______________ 1999 to be effective January 1, 1999. SOUTHERN COMPANY SERVICES, INC. By: Christopher C. Womack Senior Vice President, Human Resources Attest: By: Its:

Exhibit 10(a)72 FOURTH AMENDMENT TO THE SOUTHERN COMPANY PENSION PLAN WHEREAS, the Board of Directors of Southern Company Services, Inc. (the "Company") heretofore adopted

Exhibit 10(a)72 FOURTH AMENDMENT TO THE SOUTHERN COMPANY PENSION PLAN WHEREAS, the Board of Directors of Southern Company Services, Inc. (the "Company") heretofore adopted The Southern Company Pension Plan (the "Plan"), as amended and restated effective January 1, 1997; WHEREAS, the Company desires to amend the Plan to grant prior service credit to certain employees formerly employed by Pacific Gas and Electric Company ("PG&E") and to provide for an offset of the PG&E retirement benefit; WHEREAS, the Company desires to amend the Plan to grant prior service and benefit credit to certain employees formerly employed by Orange and Rockland Utilities, Inc. ("O&R") and to provide for an offset of the O&R retirement benefit; WHEREAS, the Company also desires to make certain clarifying changes to the Plan; and WHEREAS, the Company is authorized pursuant to Section 13.1 of the Plan to amend the Plan at any time. NOW, THEREFORE, the Company hereby amends the Plan as follows to be effective as provided herein: 1. Effective January 1, 1997, Section 15.2(d) of the Plan shall be amended by replacing the term "Early Retirement Date" with the term "earlier Retirement Date" in each place where such term appears. 2. Effective January 1, 1997, Section 15.3 of the Plan is amended by deleting such Section in its entirety and replacing it with the following: 15.3 Early Retirement Reduction. (a) With respect to Employees described in Section 15.1(a) and (b) who retire before their Normal Retirement Date, the monthly amount of Retirement Income provided in Section 15.2 shall be reduced in accordance with Section 5.5. With respect to Employees described in Section 15.1(c), the monthly amount of Retirement Income provided in Section 15.2 shall be reduced in accordance with Section 5.5 except that the term "five-tenths of one percent (0.5%)" shall replace the term "three-tenths of one percent (0.3%)" where it appears in the first paragraph thereof. (b) Notwithstanding paragraph (a) above, if a former Employee subject to Section 15.1(c)(1) who is eligible to receive Retirement Income is reemployed by an Affiliated Employer, his Retirement Income accrued prior to his original termination from service shall be determined in accordance with the terms of the Plan in effect as of such termination. In the event that an Employee described in the preceding sentence accrues additional Retirement Income in accordance with Section 15.2 after his reemployment, such Retirement Income shall be subject to Sections 15.2(c) and the second sentence of Section 15.3(a). 3. Effective January 1, 1995, Section 16.1(a)(3) of the Plan shall be amended to read as follows: (3) With respect to determining the Social Security Offset and the level income option set forth in the last paragraph of Section 5.5, the actual salary history of the Scheduled Employee during his employment with any Affiliated Employer and with Scott Paper Company shall be utilized. If the actual salary history is not available

from Scott Paper Company, such history shall be estimated in accordance with Section 5.4. 4. Effective January 1, 1999, Section 16.1(c)(1) of the Plan shall be amended by replacing the phrase "eligible to become a Participant" with the phrase "included in the Plan" and Section 16.1(c)(4) shall be amended to read as follows: (4) For purposes of calculating Retirement Income, such CES Employee's actual salary history with CES shall be included. With respect to determining the Social Security Offset and the level income option set forth in the last paragraph of Section 5.5, if the actual salary history is not available from CES, such history shall be estimated in accordance with Section 5.4. 5. Effective April 1, 1999, Article XVI of the Plan shall be amended by adding the following to the end thereof: (d) Former Pacific Gas and Electric Company Employees. (1) Effective April 1, 1999, notwithstanding any other provision of the Plan to the contrary, any former employees of Pacific Gas and Electric Company ("PG&E") who were employed by Southern Energy Resources, Inc. and are set forth on a schedule of employees acknowledged by the Retirement Board (hereinafter "PG&E Employees") shall be included in the Plan as of the first day of the month coincident with or next following the later of the PG&E Employee's employment date or the date on which he first completes an Eligibility Year of Service as provided in Paragraph (5) below. (2) PG&E Employees who (A) were actively employed by PG&E on January 1, 1997 and (B) attain their fortieth (40th) birthday on or before January 1, 2002 shall not be subject to provisions of Article XV of the Plan. (3) If and when a PG&E Employee attains his Early Retirement Date, Normal Retirement Date, or Deferred Retirement Date, or terminates service for any reason subject to the requirements of Section 8.1 or 8.2, he shall be entitled to receive Retirement Income based on both his Accredited Service with an Employing Company and his service for benefit purposes as defined and accrued under the Pacific Gas and Electric Company Retirement Plan (the "PG&E Plan") which shall be treated as if Accredited Service under this Plan. To calculate such PG&E Employee's Retirement Income, the PG&E Employee's Accrued Retirement Income, as determined in accordance with Section 5.1, shall first be reduced by the Employee's accrued benefit in the PG&E Plan, determined as if he retired from PG&E on his Normal Retirement Date, as defined in the PG&E Plan on April 1, 1999. Thereafter, such PG&E Employee's Retirement Income shall be subject to applicable reductions, if any, in accordance with Article V, Section 8.1 and Section 8.2, as appropriate. (4) For purposes of calculating Retirement Income, such PG&E Employee's actual salary history with PG&E shall be included. With respect to determining the Social Security Offset and the level income option set forth in the last paragraph of Section 5.5, if the actual salary history is not available from PG&E, such history shall be estimated in accordance with Section 5.4. (5) For vesting and participation purposes, such PG&E Employee shall be entitled to receive Vesting and Eligibility Years of Service as provided under the Plan and, in addition, shall be entitled to vesting and eligibility service equal to such service as defined and accrued under the PG&E Plan. 6. Effective July 1, 1999, Article XVI of the Plan shall be amended by adding the following to the end thereof: (e) Former Orange and Rockland Utilities, Inc. Employees. (1) Effective July 1, 1999, notwithstanding any other provision of the Plan to the contrary, any former employees of Orange and Rockland Utilities, Inc. ("O&R") who were employed by Southern Energy Resources, Inc. and are set forth on a schedule of employees acknowledged by the Retirement Board (hereinafter "O&R

Employees") shall be included in the Plan as of the first day of the month coincident with or next following the later of the O&R Employee's employment date or the date on which he first completes an Eligibility Year of Service as provided in Paragraph (8) below. (2) Notwithstanding anything in the Plan to the contrary, the monthly Retirement Income payable to an O&R Employee shall be a monthly Retirement Income determined as a single life annuity commencing on his Normal Retirement Date equal to (A) the Allowance payable to such O&R Employee as defined under the Employees' Retirement Plan of Orange and Rockland Utilities, Inc. ("O&R Plan") on June 30, 1999 ("Closing Date") and as accrued under the O&R Plan for periods prior to the Closing Date ("O&R Benefit") and (B) one-twelfth (1/12) of two percent (2%) of the O&R Employee's Earnings received during each year of Accredited Service under the Plan for periods beginning on and after the Closing Date. In addition, for purposes of (B) above, immediately prior to an O&R Employee's separation from the service of an Employing Company, such O&R Employee shall be credited with two additional years of Accredited Service, with Earnings credited during each of these two additional years of Accredited Service equal to his Earnings at the time he separates from service. (3) Notwithstanding anything in the Plan to the contrary, the Early Retirement Date of an O&R Employee under the Plan shall be the first day of the month following the date such O&R Employee retires on or after his fifty-fifth (55th) birthday, provided such O&R Employee has accrued ten (10) or more years of Accredited Service. For such purpose, the O&R Employee's Credited Service for periods prior to April 8, 1999, and Eligible Service for periods on and after April 8, 1999 and prior to the Closing Date, as such service is defined and accrued under the O&R Plan, shall be treated as Accredited Service under this Plan. The amount of such O&R Employee's Retirement Income shall be determined in accordance with Paragraph (2) above, reduced by one-third of onepercent (.333%) for each complete calendar month by which the commencement date precedes the first day of the month following the O&R Employee's sixtieth (60th) birthday. The reduction in the preceding sentence shall be in lieu of the reduction described in Section 5.5. No reduction of an O&R Employee's Retirement Income shall be made, however, if the sum of such O&R Employee's number of years of Accredited Service (including his Eligible Service under the O&R Plan prior to the Closing Date) and his age as of his Early Retirement Date equals or exceeds eighty-five (85). (4) In addition to the other benefits described herein, an O&R Employee who retires from service after his Early Retirement Date and whose Retirement Income commences after his sixtieth (60) birthday and before his sixtysecond (62nd) birthday shall receive a supplemental payment of six hundred dollars ($600.00) for each month beginning on the date his Retirement Income commences. Such supplemental payments shall cease after payment is made for the month which includes such O&R Employee's sixty-second (62nd) birthday or the month during which the O&R Employee dies, whichever is earlier. This supplemental payment shall not be paid as an optional form of payment under the Plan and shall not be payable to any Provisional Payee. Notwithstanding the foregoing, in any event, the supplemental payment shall not be paid under this Plan to the extent that a supplemental payment is payable under the O&R Plan. (5) The Retirement Income payable to an O&R Employee who is entitled to receive Retirement Income in accordance with Article VIII shall be determined in accordance with paragraph (2). Such O&R Employee may elect to receive his vested Retirement Income as of the first day of any month after his fifty-fifth (55th) birthday provided such O&R Employee has accrued ten (10) or more years of Accredited Service or as of his Normal Retirement Date. For such purpose, the O&R Employee's Credited Service for periods prior to April 8, 1999, and Eligible Service for periods on and after April 8, 1999 and prior to the Closing Date, as such service is defined and accrued under the O&R Plan, shall be treated as Accredited Service under this Plan. Such Retirement Income shall be reduced by one-half of one-percent (.5%) for each calendar month by which the commencement date precedes the first day of the month following the O&R Employee's sixty-fifth (65th) birthday. The reduction in the preceding sentence shall be in lieu of the reduction described in Section 8.2. (6) For purposes of calculating the level income option set forth in the last paragraph of Section 5.5 , the actual pay history of an O&R Employee with O&R shall be utilized. If the actual pay history is not available from O&R, such history shall be estimated in accordance with Section 5.4. (7) If and when an O&R Employee attains his Early Retirement Date, Normal Retirement Date, or Deferred Retirement Date, or terminates service for any reason subject to the requirements of Section 8.1 or 8.2, his Retirement Income shall be offset by the largest O&R Benefit payable under the O&R Plan as of (A) the Closing Date, (B) the date such O&R Employee's benefits commence under this Plan or (C) any date during the period beginning on the Closing Date and ending on the date such O&R Employee's benefits

commence under this Plan. Notwithstanding the preceding sentence, in the event that an O&R Employee is not eligible to receive an O&R Benefit prior to his sixty-fifth (65th) birthday, the amount of the offset shall (A) in the event that the O&R Employee's Retirement Income commences prior to his sixty-fifth (65th) birthday, be reduced when he attains his sixty-fifth (65th) birthday by the largest O&R Benefit payable to such O&R Employee, regardless of whether such O&R Benefit actually commences when he attains his sixty-fifth (65th) birthday, or (B) in the event that the O&R Employee's Retirement Income commences on or after he attains his sixty-fifth (65th) birthday, be reduced by the amount of the O&R Benefit payable to such O&R Employee at the time his Retirement Income commences, regardless of whether his O&R Benefit commences at such time. Any reduction described above shall be made after an O&R Employee's Retirement Income is adjusted in accordance with Article V, or Section 8.1 and Section 8.2, as appropriate. The offsets set forth in this Paragraph shall be further described in an Offset Summary adopted by the Retirement Board, which shall be used as a reference to calculate the amount of the O&R Plan offsets. (8) For purposes of vesting and participation, an O&R Employee shall accrue service as provided under the Plan and, in addition, shall be entitled to service credit for these purposes equal to his Eligible Service as defined and accrued under the O&R Plan prior to the Closing Date. (9) For purposes of Paragraph (2) above, Earnings shall have the same meaning as set forth in Section 1.13 of the Plan modified as follows: (A) during a Plan Year in which an O&R Employee is employed, Earnings shall include the rate of salary or wages actually paid to such O&R Employee, plus actual annual incentive payments made to the O&R Employee for which he is eligible; (B) for the two year period credited in accordance with the last sentence of Paragraph (2), Earnings shall have the same meaning as set forth in (A) above, except that it shall be based on such O&R Employee's rate of salary or wages in effect as of his separation from service. 7. Effective January 1, 1997, Section 1.14(a) of the Georgia Power Company Schedule and Section 1.13(a) of the Southern Nuclear Operating Company, Inc. Schedule shall be amended by replacing the term "nuclear plan premium" with the term "nuclear plant premium" in each place where such term appears. 8. Except as amended herein by this Fourth Amendment, the Plan shall remain in full force and effect. IN WITNESS WHEREOF, Southern Company Services, Inc., through its duly authorized officer, has adopted this Fourth Amendment to The Southern Company Pension Plan pursuant to resolutions of the Board of Directors of Southern Company Services, Inc. this ____ day of ___________________, 1999, to be effective as stated herein. SOUTHERN COMPANY SERVICES, INC. By: Title: ATTEST By: ________________________ Its: ________________________

Exhibit 10(a)74 THE SOUTHERN COMPANY SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Amended and Restated Effective January 1, 1999

Exhibit 10(a)74 THE SOUTHERN COMPANY SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Amended and Restated Effective January 1, 1999

THE SOUTHERN COMPANY SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN ARTICLE I - PURPOSE AND ADOPTION OF PLAN 1.1 Adoption: Southern Company Services, Inc. hereby adopts The Southern Company Supplemental Executive Retirement Plan as amended and restated January 1, 1999 (the "Plan"). The Plan was initially established effective January 1, 1997. The Plan shall be an unfunded deferred compensation arrangement whose benefits shall be paid solely from the general assets of the Company. 1.2 Purpose: The Plan is designed to provide deferred compensation benefits primarily for a select group of management or highly compensated employees which are not otherwise payable under The Southern Company Pension Plan as a result of the exclusion of incentive pay from the definition of earnings set forth under such plan.

ARTICLE II - DEFINITIONS 2.1 "Administrative Committee" shall mean the Retirement Board of the Pension Plan. 2.2 "Affiliated Employer" shall mean any corporation which is a member of the controlled group of corporations of which The Southern Company is the common parent corporation which the Board of Directors may from time to time determine to bring under the Plan and which shall adopt the Plan, and any successor of any of them. 2.3 "Beneficiary" shall mean any person, estate, trust or organization entitled to receive any payment under the Plan upon the death of a Participant. 2.4 "Board of Directors" shall mean the Board of Directors of the Company. 2.5 "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time. 2.6 "Company" shall mean Southern Company Services, Inc. 2.7 "Effective Date" shall mean January 1, 1997. 2.8 "Employee" shall mean any person who is employed by an Affiliated Employer excluding any persons represented by a collective bargaining agent. 2.9 "Incentive Pay" shall mean all awards earned while an Employee under any incentive pay plans sponsored by an Affiliated Employer as shall be determined by the Board from time to time and set forth in Appendix B attached hereto, provided such incentive award was earned on and after January 1, 1994. If a person was formerly represented by a collective bargaining agent with respect to any corporation which is a member of the controlled group of corporations of which The Southern Company is the common parent and such person subsequently becomes an Employee, incentive awards described in the preceding sentence shall include awards earned on and after January 1, 1994 while represented by such collective bargaining agent. 2.10 "Participant" shall mean an Employee or former Employee of an Affiliated Employer who is eligible to participate in the Plan pursuant to Sections 4.1 and 4.2. 2.11 "Pension Plan" shall mean The Southern Company Pension Plan, as amended from time to time. 2.12 "Plan" shall mean The Southern Company Supplemental Executive Retirement Plan, as amended from time to time.

THE SOUTHERN COMPANY SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN ARTICLE I - PURPOSE AND ADOPTION OF PLAN 1.1 Adoption: Southern Company Services, Inc. hereby adopts The Southern Company Supplemental Executive Retirement Plan as amended and restated January 1, 1999 (the "Plan"). The Plan was initially established effective January 1, 1997. The Plan shall be an unfunded deferred compensation arrangement whose benefits shall be paid solely from the general assets of the Company. 1.2 Purpose: The Plan is designed to provide deferred compensation benefits primarily for a select group of management or highly compensated employees which are not otherwise payable under The Southern Company Pension Plan as a result of the exclusion of incentive pay from the definition of earnings set forth under such plan.

ARTICLE II - DEFINITIONS 2.1 "Administrative Committee" shall mean the Retirement Board of the Pension Plan. 2.2 "Affiliated Employer" shall mean any corporation which is a member of the controlled group of corporations of which The Southern Company is the common parent corporation which the Board of Directors may from time to time determine to bring under the Plan and which shall adopt the Plan, and any successor of any of them. 2.3 "Beneficiary" shall mean any person, estate, trust or organization entitled to receive any payment under the Plan upon the death of a Participant. 2.4 "Board of Directors" shall mean the Board of Directors of the Company. 2.5 "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time. 2.6 "Company" shall mean Southern Company Services, Inc. 2.7 "Effective Date" shall mean January 1, 1997. 2.8 "Employee" shall mean any person who is employed by an Affiliated Employer excluding any persons represented by a collective bargaining agent. 2.9 "Incentive Pay" shall mean all awards earned while an Employee under any incentive pay plans sponsored by an Affiliated Employer as shall be determined by the Board from time to time and set forth in Appendix B attached hereto, provided such incentive award was earned on and after January 1, 1994. If a person was formerly represented by a collective bargaining agent with respect to any corporation which is a member of the controlled group of corporations of which The Southern Company is the common parent and such person subsequently becomes an Employee, incentive awards described in the preceding sentence shall include awards earned on and after January 1, 1994 while represented by such collective bargaining agent. 2.10 "Participant" shall mean an Employee or former Employee of an Affiliated Employer who is eligible to participate in the Plan pursuant to Sections 4.1 and 4.2. 2.11 "Pension Plan" shall mean The Southern Company Pension Plan, as amended from time to time. 2.12 "Plan" shall mean The Southern Company Supplemental Executive Retirement Plan, as amended from time to time. 2.13 "Plan Year" shall mean the calendar year. 2.14 "SERP Benefit" shall mean the benefit described in Section 5.1. 2.15 "Supplemental Pension Benefit" shall mean the pension benefit, if any, that is payable to a Participant under a group and/or individual supplemental benefit plan of an Affiliated Employer (as such term is defined therein). Where the context requires, the definitions of all terms set forth in the Pension Plan shall apply with equal force

ARTICLE II - DEFINITIONS 2.1 "Administrative Committee" shall mean the Retirement Board of the Pension Plan. 2.2 "Affiliated Employer" shall mean any corporation which is a member of the controlled group of corporations of which The Southern Company is the common parent corporation which the Board of Directors may from time to time determine to bring under the Plan and which shall adopt the Plan, and any successor of any of them. 2.3 "Beneficiary" shall mean any person, estate, trust or organization entitled to receive any payment under the Plan upon the death of a Participant. 2.4 "Board of Directors" shall mean the Board of Directors of the Company. 2.5 "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time. 2.6 "Company" shall mean Southern Company Services, Inc. 2.7 "Effective Date" shall mean January 1, 1997. 2.8 "Employee" shall mean any person who is employed by an Affiliated Employer excluding any persons represented by a collective bargaining agent. 2.9 "Incentive Pay" shall mean all awards earned while an Employee under any incentive pay plans sponsored by an Affiliated Employer as shall be determined by the Board from time to time and set forth in Appendix B attached hereto, provided such incentive award was earned on and after January 1, 1994. If a person was formerly represented by a collective bargaining agent with respect to any corporation which is a member of the controlled group of corporations of which The Southern Company is the common parent and such person subsequently becomes an Employee, incentive awards described in the preceding sentence shall include awards earned on and after January 1, 1994 while represented by such collective bargaining agent. 2.10 "Participant" shall mean an Employee or former Employee of an Affiliated Employer who is eligible to participate in the Plan pursuant to Sections 4.1 and 4.2. 2.11 "Pension Plan" shall mean The Southern Company Pension Plan, as amended from time to time. 2.12 "Plan" shall mean The Southern Company Supplemental Executive Retirement Plan, as amended from time to time. 2.13 "Plan Year" shall mean the calendar year. 2.14 "SERP Benefit" shall mean the benefit described in Section 5.1. 2.15 "Supplemental Pension Benefit" shall mean the pension benefit, if any, that is payable to a Participant under a group and/or individual supplemental benefit plan of an Affiliated Employer (as such term is defined therein). Where the context requires, the definitions of all terms set forth in the Pension Plan shall apply with equal force and effect for purposes of interpretation and administration of the Plan, unless said terms are otherwise specifically defined in the Plan. The masculine pronoun shall be construed to include the feminine pronoun and the singular shall include the plural, where the context so requires.

ARTICLE III - ADMINISTRATION OF PLAN 3.1 Administrator. The general administration of the Plan shall be placed in the Administrative Committee. 3.2 Powers. The Administrative Committee shall administer the Plan in accordance with its terms and shall have all powers necessary to carry out the provisions of the Plan more particularly set forth herein. The Administrative Committee shall have the discretionary authority to interpret the Plan and shall determine all questions arising in the administration, interpretation and application of the Plan. Any such determination by it shall be conclusive and binding on all persons. It may adopt such regulations as it deems desirable for the conduct of its affairs. It may appoint such accountants, counsel, actuaries, specialists and other persons as it deems necessary or desirable in

ARTICLE III - ADMINISTRATION OF PLAN 3.1 Administrator. The general administration of the Plan shall be placed in the Administrative Committee. 3.2 Powers. The Administrative Committee shall administer the Plan in accordance with its terms and shall have all powers necessary to carry out the provisions of the Plan more particularly set forth herein. The Administrative Committee shall have the discretionary authority to interpret the Plan and shall determine all questions arising in the administration, interpretation and application of the Plan. Any such determination by it shall be conclusive and binding on all persons. It may adopt such regulations as it deems desirable for the conduct of its affairs. It may appoint such accountants, counsel, actuaries, specialists and other persons as it deems necessary or desirable in connection with the administration of this Plan, and shall be the agent for the service of process. 3.3 Duties of the Administrative Committee. (a) The Administrative Committee is responsible for the daily administration of the Plan. It may appoint other persons or entities to perform any of its fiduciary functions. The Administrative Committee and any such appointee may employ advisors and other persons necessary or convenient to help it carry out its duties, including its fiduciary duties. The Administrative Committee shall have the right to remove any such appointee from his position. Any person, group of persons or entity may serve in more than one fiduciary capacity. (b) The Administrative Committee shall maintain accurate and detailed records and accounts of Participants and of their rights under the Plan and of all receipts, disbursements, transfers and other transactions concerning the Plan. Such accounts, books and records relating thereto shall be open at all reasonable times to inspection and audit by persons designated by the Administrative Committee. (c) The Administrative Committee shall take all steps necessary to ensure that the Plan complies with the law at all times. These steps shall include such items as the preparation and filing of all documents and forms required by any governmental agency; maintaining adequate Participants' records; recording and transmission of all notices required to be given to Participants and their Beneficiaries; the receipt and dissemination, if required, of all reports and information received from an Affiliated Employer; securing of such fidelity bonds as may be required by law; and doing such other acts necessary for the proper administration of the Plan. The Administrative Committee shall keep a record of all of its proceedings and acts, and shall keep all such books of account, records and other data as may be necessary for proper administration of the Plan. 3.4 Indemnification. The Company shall indemnify the Administrative Committee against any and all claims, losses, damages, expenses and liability arising from an action or failure to act, except when the same is finally judicially determined to be due to gross negligence or willful misconduct. The Company may purchase at its own expense sufficient liability insurance for the Administrative Committee to cover any and all claims, losses, damages and expenses arising from any action or failure to act in connection with the execution of the duties as Administrative Committee. No member of the Administrative Committee shall receive any compensation from the Plan for his service as such.

ARTICLE IV - ELIGIBILITY 4.1 Eligibility Requirements. All Employees who are determined to be eligible to participate in the Plan in accordance with Section 4.2 whose benefits under the Pension Plan are limited by the exclusion of Incentive Pay from the definition of Earnings thereunder (or their spouses, as the case may be) shall be eligible to receive benefits under the Plan provided such Employees are (a) participating in the Plan at the time they terminate from an Affiliated Employer and are retirement eligible or (b) die while in active service while with an Affiliated Employer provided each such Employee's spouse is eligible to receive a survivor benefit under Article VII of the Pension Plan at each eligible Employee's death. Notwithstanding the foregoing sentence, any former Employee who is rehired by an Affiliated Employer on or after January 1, 1997, shall also be required to complete one (1) year of continuous paid service with an Affiliated Employer before being eligible to participate in the Plan. 4.2 Determination of Eligibility. The Administrative Committee shall determine which Employees are eligible to participate. Upon becoming a Participant, an Employee shall be deemed to have assented to the Plan and to any

ARTICLE IV - ELIGIBILITY 4.1 Eligibility Requirements. All Employees who are determined to be eligible to participate in the Plan in accordance with Section 4.2 whose benefits under the Pension Plan are limited by the exclusion of Incentive Pay from the definition of Earnings thereunder (or their spouses, as the case may be) shall be eligible to receive benefits under the Plan provided such Employees are (a) participating in the Plan at the time they terminate from an Affiliated Employer and are retirement eligible or (b) die while in active service while with an Affiliated Employer provided each such Employee's spouse is eligible to receive a survivor benefit under Article VII of the Pension Plan at each eligible Employee's death. Notwithstanding the foregoing sentence, any former Employee who is rehired by an Affiliated Employer on or after January 1, 1997, shall also be required to complete one (1) year of continuous paid service with an Affiliated Employer before being eligible to participate in the Plan. 4.2 Determination of Eligibility. The Administrative Committee shall determine which Employees are eligible to participate. Upon becoming a Participant, an Employee shall be deemed to have assented to the Plan and to any amendments hereafter adopted. The Administrative Committee shall be authorized to rescind the eligibility of any Participant if necessary to ensure that the Plan is maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees under the Employee Retirement Income Security Act of 1974, as amended.

ARTICLE V - BENEFITS 5.1 SERP Benefit. (a) Subject to Article XV of the Pension Plan, a Participant shall be entitled to a monthly SERP Benefit equal to: (1) 1.70% (1.0% if subject to Article XV of the Pension Plan) of the Participant's Average Monthly Earnings multiplied by his years (and fraction of a year) of Accredited Service to his Retirement Date, death or other termination of service, including a Social Security Offset, as adjusted, if necessary, under the terms of the Pension Plan for commencement prior to the Participant's Normal Retirement Date; less (2) such Participant's Retirement Income that is payable under the Pension Plan; less (3) such Participant's Supplemental Pension Benefit. (b) For purposes of Section 5.1(a)(1), the Participant's Average Monthly Earnings shall be calculated based on the Participant's Earnings that are considered under the Pension Plan in calculating his Retirement Income, but without regard to the limitation of Section 401(a)(17) of the Code, and including the following additional amounts: (1) any portion of such Participant's base pay that he may have elected to defer under The Southern Company Deferred Compensation Plan, but excluding Incentive Pay he deferred under such plan; and (2) any Incentive Pay which was earned as of the applicable Plan Year in excess of 25% of the Participant's corresponding base pay for the applicable Plan Year determined under this Section 5.1(b). In addition, to determine the Plan Years which produce the highest monthly average to calculate Average Monthly Earnings under the Plan, a Participant's Earnings should include those additional amounts provided for in Section 5.1(b). (c) For purposes of Section 5.1(a)(1), the Participant's years of Accredited Service shall include any deemed Accredited Service provided under the terms of any agreement concerning supplemental pension payments between the Participant and an Affiliated Employer. (d) To the extent that a Participant's Retirement Income under the Pension Plan is recalculated as a result of an amendment to the Pension Plan in order to increase the amount of his Retirement Income, the Participant's SERP Benefit shall also be recalculated in order to properly reflect such increase in determining payments of the Participant's SERP Benefit made on or after the effective date of such increase.

ARTICLE V - BENEFITS 5.1 SERP Benefit. (a) Subject to Article XV of the Pension Plan, a Participant shall be entitled to a monthly SERP Benefit equal to: (1) 1.70% (1.0% if subject to Article XV of the Pension Plan) of the Participant's Average Monthly Earnings multiplied by his years (and fraction of a year) of Accredited Service to his Retirement Date, death or other termination of service, including a Social Security Offset, as adjusted, if necessary, under the terms of the Pension Plan for commencement prior to the Participant's Normal Retirement Date; less (2) such Participant's Retirement Income that is payable under the Pension Plan; less (3) such Participant's Supplemental Pension Benefit. (b) For purposes of Section 5.1(a)(1), the Participant's Average Monthly Earnings shall be calculated based on the Participant's Earnings that are considered under the Pension Plan in calculating his Retirement Income, but without regard to the limitation of Section 401(a)(17) of the Code, and including the following additional amounts: (1) any portion of such Participant's base pay that he may have elected to defer under The Southern Company Deferred Compensation Plan, but excluding Incentive Pay he deferred under such plan; and (2) any Incentive Pay which was earned as of the applicable Plan Year in excess of 25% of the Participant's corresponding base pay for the applicable Plan Year determined under this Section 5.1(b). In addition, to determine the Plan Years which produce the highest monthly average to calculate Average Monthly Earnings under the Plan, a Participant's Earnings should include those additional amounts provided for in Section 5.1(b). (c) For purposes of Section 5.1(a)(1), the Participant's years of Accredited Service shall include any deemed Accredited Service provided under the terms of any agreement concerning supplemental pension payments between the Participant and an Affiliated Employer. (d) To the extent that a Participant's Retirement Income under the Pension Plan is recalculated as a result of an amendment to the Pension Plan in order to increase the amount of his Retirement Income, the Participant's SERP Benefit shall also be recalculated in order to properly reflect such increase in determining payments of the Participant's SERP Benefit made on or after the effective date of such increase. 5.2 Distribution of Benefits. (a) The SERP Benefit, as determined in accordance with Section 5.1, shall be payable in monthly increments on the first day of the month concurrently with the Participant's Retirement Income under the Pension Plan. The form in which the SERP Benefit is paid will be the same as elected by the Participant under the Pension Plan except that the amount of the monthly benefit will be modified at the appropriate time based on the commencement of payments as follows. Payments shall be adjusted to include three components: (1) The amount necessary to pay the tax due under the Federal Insurance Contributions Act with respect to the accrued SERP Benefit determined upon retirement (or such other appropriate "resolution date" as defined under Treasury Regulation Section 31.3121(v)-2) calculated in accordance with Section 5.1; (2) The amount estimated to pay the federal and state income tax withholding liability due on the amount paid under paragraph (1) above; and (3) An adjusted monthly benefit determined on an actuarially equivalent basis in accordance with the terms of the Pension Plan which takes into account the amounts paid under paragraph (1) and (2) above and taking into account the form of benefit elected by the Participant under the Pension Plan. Upon adjustment, the remaining monthly payments shall equal the amount described in paragraph (3) above. The

Beneficiary of a Participant's Pension Benefit shall be the same as the Provisional Payee, if any, of the Participant's Retirement Income under the Pension Plan. 5.3 Allocation of SERP Benefit Liability. In the event that a Participant eligible to receive a SERP Benefit has been employed at more than one Affiliated Employer, the SERP Benefit liability shall be apportioned so that each such Affiliated Employer is obligated in accordance with Section 5.4 to cover the percentage of the total SERP Benefit as determined below. Each Affiliated Employer's share of the SERP Benefit liability shall be calculated by multiplying the SERP Benefit by a fraction where the numerator of such fraction is the pay, as defined by the Administrative Committee, received by the Participant at the respective Affiliated Employer multiplied by the Accredited Service earned by the Participant at the respective Affiliated Employer and where the denominator of such fraction is the sum of all numerators calculated for each respective Affiliated Employer for which the Participant has been employed. In the event that a Participant receives additional Accredited Service in accordance with Section 5.1(c), for purposes of determining liability under this Section 5.3, such Accredited Service shall be allocated to each Affiliated Employer which has contracted with the Participant in accordance with such contract and this allocation will be utilized to adjust the appropriate components of the fraction in the preceding sentence in determining each Affiliated Employer's share of the SERP benefit liability. 5.4 Funding of Benefits. The Company shall not reserve or otherwise set aside funds for the payment of its obligations under the Plan, and such obligations shall be paid solely from the general assets of the Company. 5.5 Withholding. There shall be deducted from the payment of any SERP Benefit due under the Plan the amount of any tax required by any governmental authority to be withheld and paid over by the Company to such governmental authority for the account of the Participant or Beneficiary entitled to such payment.

ARTICLE VI - MISCELLANEOUS 6.1 Assignment. Neither the Participant, his Beneficiary nor his legal representative shall have any rights to sell, assign, transfer or otherwise convey the right to receive the payment of any SERP Benefit due hereunder, which payment and the right thereto are expressly declared to be nonassignable and nontransferable. Any attempt to assign or transfer the right to payment under the Plan shall be null and void and of no effect. 6.2 Amendment and Termination. The Plan may be amended or terminated at any time by the Board of Directors, provided that no amendment or termination shall cause a forfeiture or reduction in any benefits accrued as of the date of such amendment or termination. 6.3 No Guarantee of Employment. Participation hereunder shall not be construed as creating any contract of employment between an Affiliated Employer and a Participant, nor shall it limit the right of an Affiliated Employer to suspend, terminate, alter or modify, whether or not for cause, the employment relationship between the Affiliated Employer and a Participant. 6.4 Construction. This Plan shall be construed in accordance with and governed by the laws of the State of Georgia, to the extent such laws are not otherwise superseded by the laws of the United States.

IN WITNESS WHEREOF, the Plan has been executed by duly authorized officers of Southern Company Services, Inc. pursuant to resolutions of the Board of Directors of Southern Company Services, Inc. this 15th day of April, 1999. SOUTHERN COMPANY SERVICES, INC. By: ____________________________________ Its:____________________________________ ATTEST:

ARTICLE VI - MISCELLANEOUS 6.1 Assignment. Neither the Participant, his Beneficiary nor his legal representative shall have any rights to sell, assign, transfer or otherwise convey the right to receive the payment of any SERP Benefit due hereunder, which payment and the right thereto are expressly declared to be nonassignable and nontransferable. Any attempt to assign or transfer the right to payment under the Plan shall be null and void and of no effect. 6.2 Amendment and Termination. The Plan may be amended or terminated at any time by the Board of Directors, provided that no amendment or termination shall cause a forfeiture or reduction in any benefits accrued as of the date of such amendment or termination. 6.3 No Guarantee of Employment. Participation hereunder shall not be construed as creating any contract of employment between an Affiliated Employer and a Participant, nor shall it limit the right of an Affiliated Employer to suspend, terminate, alter or modify, whether or not for cause, the employment relationship between the Affiliated Employer and a Participant. 6.4 Construction. This Plan shall be construed in accordance with and governed by the laws of the State of Georgia, to the extent such laws are not otherwise superseded by the laws of the United States.

IN WITNESS WHEREOF, the Plan has been executed by duly authorized officers of Southern Company Services, Inc. pursuant to resolutions of the Board of Directors of Southern Company Services, Inc. this 15th day of April, 1999. SOUTHERN COMPANY SERVICES, INC. By: ____________________________________ Its:____________________________________ ATTEST: By: ____________________________ Its: ____________________________

APPENDIX A THE SOUTHERN COMPANY SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AFFILIATED COMPANIES AS OF JULY 1, 1998 Alabama Power Company Georgia Power Company Gulf Power Company Mississippi Power Company Savannah Electric and Power Company Southern Communications Services, Inc. Southern Company Energy Solutions, Inc. Southern Company Services, Inc. Southern Energy Resources, Inc. Southern Nuclear Operating Company, Inc.

APPENDIX B

IN WITNESS WHEREOF, the Plan has been executed by duly authorized officers of Southern Company Services, Inc. pursuant to resolutions of the Board of Directors of Southern Company Services, Inc. this 15th day of April, 1999. SOUTHERN COMPANY SERVICES, INC. By: ____________________________________ Its:____________________________________ ATTEST: By: ____________________________ Its: ____________________________

APPENDIX A THE SOUTHERN COMPANY SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AFFILIATED COMPANIES AS OF JULY 1, 1998 Alabama Power Company Georgia Power Company Gulf Power Company Mississippi Power Company Savannah Electric and Power Company Southern Communications Services, Inc. Southern Company Energy Solutions, Inc. Southern Company Services, Inc. Southern Energy Resources, Inc. Southern Nuclear Operating Company, Inc.

APPENDIX B THE SOUTHERN COMPANY SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN INCENTIVE PAY PLANS Effective as of January 1, 1999, all awards under the following incentive pay plans shall be counted for purposes of Section 2.9 of the Plan: The Southern Company Performance Pay Plan The Southern Company Productivity Improvement Plan The Southern Company Executive Productivity Improvement Plan Georgia Power Company 1998 Customer Partnership Teams Incentive Plan Georgia Power Company 1998 Residential Customer Partnership Team Incentive Plan Georgia Power Company 1998 Northwest Region Residential Sales Team Incentive Plan Georgia Power Company Customer Choice Group 1998 Compensation Plan Georgia Power Company Olympic Project Management Group 1998 Short Term Incentive Plan Southern Company National Accounts 1998 Incentive Plan Southern Company Energy Solutions, Inc. 1998 Officer and Staff Incentive Compensation Plan Southern Linc Short Term Incentive Plan

Exhibit 10(a)76

APPENDIX A THE SOUTHERN COMPANY SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AFFILIATED COMPANIES AS OF JULY 1, 1998 Alabama Power Company Georgia Power Company Gulf Power Company Mississippi Power Company Savannah Electric and Power Company Southern Communications Services, Inc. Southern Company Energy Solutions, Inc. Southern Company Services, Inc. Southern Energy Resources, Inc. Southern Nuclear Operating Company, Inc.

APPENDIX B THE SOUTHERN COMPANY SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN INCENTIVE PAY PLANS Effective as of January 1, 1999, all awards under the following incentive pay plans shall be counted for purposes of Section 2.9 of the Plan: The Southern Company Performance Pay Plan The Southern Company Productivity Improvement Plan The Southern Company Executive Productivity Improvement Plan Georgia Power Company 1998 Customer Partnership Teams Incentive Plan Georgia Power Company 1998 Residential Customer Partnership Team Incentive Plan Georgia Power Company 1998 Northwest Region Residential Sales Team Incentive Plan Georgia Power Company Customer Choice Group 1998 Compensation Plan Georgia Power Company Olympic Project Management Group 1998 Short Term Incentive Plan Southern Company National Accounts 1998 Incentive Plan Southern Company Energy Solutions, Inc. 1998 Officer and Staff Incentive Compensation Plan Southern Linc Short Term Incentive Plan

Exhibit 10(a)76 SEVENTH AMENDMENT TO THE SOUTHERN COMPANY PERFORMANCE SHARING PLAN WHEREAS, Southern Company Services, Inc. ("Company") heretofore adopted The Southern Company Performance Sharing Plan ("Plan"), effective as of January 1, 1997; and WHEREAS, the Performance Sharing Plan Committee ("Committee") desires to amend the Plan in order to clarify that certain transferred employees are not eligible to participate in the Plan; and WHEREAS, the Committee desires to amend the Plan to exclude certain former employees of Orange and Rockland Utilities, Inc. who became employed by Southern Energy Resources, Inc.; and WHEREAS, the Committee desires to amend the Plan to clarify the forfeiture provisions in the Plan; and WHEREAS, the Committee desires to amend the Plan to allow audit fees incurred by the Plan and the Trust to be paid from the Trust assets; and

APPENDIX B THE SOUTHERN COMPANY SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN INCENTIVE PAY PLANS Effective as of January 1, 1999, all awards under the following incentive pay plans shall be counted for purposes of Section 2.9 of the Plan: The Southern Company Performance Pay Plan The Southern Company Productivity Improvement Plan The Southern Company Executive Productivity Improvement Plan Georgia Power Company 1998 Customer Partnership Teams Incentive Plan Georgia Power Company 1998 Residential Customer Partnership Team Incentive Plan Georgia Power Company 1998 Northwest Region Residential Sales Team Incentive Plan Georgia Power Company Customer Choice Group 1998 Compensation Plan Georgia Power Company Olympic Project Management Group 1998 Short Term Incentive Plan Southern Company National Accounts 1998 Incentive Plan Southern Company Energy Solutions, Inc. 1998 Officer and Staff Incentive Compensation Plan Southern Linc Short Term Incentive Plan

Exhibit 10(a)76 SEVENTH AMENDMENT TO THE SOUTHERN COMPANY PERFORMANCE SHARING PLAN WHEREAS, Southern Company Services, Inc. ("Company") heretofore adopted The Southern Company Performance Sharing Plan ("Plan"), effective as of January 1, 1997; and WHEREAS, the Performance Sharing Plan Committee ("Committee") desires to amend the Plan in order to clarify that certain transferred employees are not eligible to participate in the Plan; and WHEREAS, the Committee desires to amend the Plan to exclude certain former employees of Orange and Rockland Utilities, Inc. who became employed by Southern Energy Resources, Inc.; and WHEREAS, the Committee desires to amend the Plan to clarify the forfeiture provisions in the Plan; and WHEREAS, the Committee desires to amend the Plan to allow audit fees incurred by the Plan and the Trust to be paid from the Trust assets; and WHEREAS, the Committee desires to amend the Plan to clarify Plan language concerning the delegation of authority to appoint and remove investment managers; and WHEREAS, the Committee desires to amend the Plan to revise the list of incentive pay treated as compensation under the Plan; and WHEREAS, the Committee is authorized pursuant to Section 12.1 of the Plan to amend the Plan at any time, provided that the amendment does not involve a substantial increase in cost to any Employing Company or is necessary or desirable to comply with the laws and regulations applicable to the Plan. NOW, THEREFORE, the Committee hereby amends the Plan as follows, to be effective as provided herein: I. Effective January 1, 1999, Article II, Section 2.19 shall be amended by adding new Sections (u) and (v) after the phrase ""Eligible Employee" shall not include:" as follows:

Exhibit 10(a)76 SEVENTH AMENDMENT TO THE SOUTHERN COMPANY PERFORMANCE SHARING PLAN WHEREAS, Southern Company Services, Inc. ("Company") heretofore adopted The Southern Company Performance Sharing Plan ("Plan"), effective as of January 1, 1997; and WHEREAS, the Performance Sharing Plan Committee ("Committee") desires to amend the Plan in order to clarify that certain transferred employees are not eligible to participate in the Plan; and WHEREAS, the Committee desires to amend the Plan to exclude certain former employees of Orange and Rockland Utilities, Inc. who became employed by Southern Energy Resources, Inc.; and WHEREAS, the Committee desires to amend the Plan to clarify the forfeiture provisions in the Plan; and WHEREAS, the Committee desires to amend the Plan to allow audit fees incurred by the Plan and the Trust to be paid from the Trust assets; and WHEREAS, the Committee desires to amend the Plan to clarify Plan language concerning the delegation of authority to appoint and remove investment managers; and WHEREAS, the Committee desires to amend the Plan to revise the list of incentive pay treated as compensation under the Plan; and WHEREAS, the Committee is authorized pursuant to Section 12.1 of the Plan to amend the Plan at any time, provided that the amendment does not involve a substantial increase in cost to any Employing Company or is necessary or desirable to comply with the laws and regulations applicable to the Plan. NOW, THEREFORE, the Committee hereby amends the Plan as follows, to be effective as provided herein: I. Effective January 1, 1999, Article II, Section 2.19 shall be amended by adding new Sections (u) and (v) after the phrase ""Eligible Employee" shall not include:" as follows: (u) an Employee who is described in Section 3.8 of the Plan; (v) an Employee who has been previously employed by an Employing Company, transferred to Southern Company Energy Marketing, L.P., subsequently transfers back to an Employing Company, and is not described in paragraph (a) of Section 15.1 of The Southern Company Pension Plan; II. Effective as of the date hereof, Article III of the Plan shall be amended by adding a new Section 3.8 thereto as follows: 3.8 Former Orange and Rockland Utilities, Inc. Employees. Notwithstanding any other provision of the Plan to the contrary, a former employee of Orange and Rockland Utilities, Inc. ("O&R") who is employed by Southern Energy Resources, Inc. and who is set forth on a schedule of employees acknowledged by the Committee shall not be eligible to participate in the Plan. In the event any such employee is allowed to participate in the Plan in the future, such employee shall be entitled, for vesting purposes hereunder, to years of vesting service accrued under the Employees' Retirement Plan of Orange and Rockland Utilities, Inc. ("O&R Pension Plan") on or after January 1, 1997, in addition to any Years of Service accrued under this Plan. III.

Effective as of January 1, 1999, Section 8.2 shall be amended by deleting such Section in its entirety and replacing it with the following: 8.2 Forfeitures. That portion of the Account to which the Participant is not entitled shall be credited to the Suspense Account (which will always share in earnings or losses of the Trust) and shall be used to offset future Employer Contributions. Such offset shall take place as of the last day of the Plan Year in which the Forfeiture occurs. IV. Effective as of March 25, 1999, Section 10.12 shall be amended by deleting such Section in its entirety and replacing it with the following: 10.12 Expenses of Plan and Trust Fund. The expenses of establishment and administration of the Plan and the Trust Fund shall be paid by the Company or the Employing Companies. Notwithstanding the foregoing, to the extent provided in the Trust Agreement, certain administrative expenses may be paid from the Trust Fund either directly or through reimbursement of the Company or the Employing Companies. All fees of the auditors related to the audit of the Plan or the Trust Fund shall be paid from the Trust Fund either directly or through reimbursement of the Company or the Employing Companies. Any expenses directly related to the investments of the Trust Fund, such as stock transfer taxes, brokerage commissions, or other charges incurred in the acquisition or disposition of such investments, shall be paid from the Trust Fund (or from the particular Investment Fund to which such fees or expenses relate) and shall be deemed to be part of the cost of such securities or deducted in computing the proceeds therefrom, as the case may be. Investment management fees for the Investment Funds shall be paid from the particular Investment Fund to which they relate either directly or through reimbursement of the Company or the Employing Companies unless the Company or the Employing Companies do not elect to receive reimbursement for payment of such expenses. Taxes, if any, on any assets held or income received by the Trustee shall be charged appropriately against the Accounts of Participants as the Committee shall determine. Any expenses paid by the Company pursuant to Section 10.11 and this section shall be subject to reimbursement by other Employing Companies of their proportionate shares of such expenses as determined by the Committee. V. Effective as of March 25, 1999, Section 10.14 of the Plan shall be amended by deleting such Section in its entirety and replacing it with the following: 10.14 Management of Assets. The Committee shall not have responsibility with respect to control or management of the assets of the Plan. The Trustee shall have the sole responsibility for the administration of the assets of the Plan as provided in the Trust Agreement, except to the extent that an investment advisor (who qualifies as an Investment Manager as defined in ERISA) who is appointed by the Pension Fund Investment Review Committee shall have responsibility for the management of the assets of the Plan, or some part thereof (including powers to acquire and dispose of the assets of the Plan, or some part thereof). VI. Effective as of the date hereof, Section 11.1 of the Plan shall be amended by deleting such Section in its entirety and replacing it with the following: 11.1 Trustee. The Company has entered into a Trust Agreement with the Trustee to hold the funds necessary to provide the benefits set forth in the Plan. If the Board of Directors so determines, the Company may enter into a Trust Agreement or Trust Agreements with additional trustees. Any Trust Agreement may be amended by the Company from time to time in accordance with its terms. Any Trust Agreement shall provide, among other things, that all funds received by the Trustee thereunder will be held, administered, invested, and distributed by the Trustee, and that no part of the corpus or income of the Trust held by the Trustee shall be used for or diverted to purposes other than for the exclusive benefit of Participants or their Beneficiaries, except as otherwise provided in the Plan. Any Trust Agreement may also provide that the investment and reinvestment of the Trust Fund, or any part thereof may be carried out in accordance with directions given to the Trustee by any Investment Manager or Investment Managers (as defined in ERISA) who are appointed by the Pension Fund Investment Review Committee. The Board of Directors may remove any Trustee or any successor Trustee, and any Trustee or any successor Trustee may resign. Upon removal or resignation of a Trustee, the Board of Directors shall appoint a

successor Trustee. VII. Effective as of January 1, 1999, Appendix B shall be modified in the form attached hereto. Except as amended herein by this Seventh Amendment, the Plan shall remain in full force and effect. IN WITNESS WHEREOF, Southern Company Services, Inc., through the duly authorized members of the Performance Sharing Committee, has adopted this Seventh Amendment to The Southern Company Performance Sharing Plan this _____ day of ________________, 1999, to be effective as of such date unless stated otherwise herein. PERFORMANCE SHARING PLAN COMMITTEE: Christopher C. Womack Robert A. Bell W. Dean Hudson

APPENDIX B - INCENTIVE PAY PLANS Effective as of January 1, 1999, all awards under the following incentive pay plans shall be counted as compensation for purposes of Section 2.12 of the Plan: o The Southern Company Performance Pay Plan o The Southern Company Productivity Improvement Plan o The Southern Company Executive Productivity Improvement Plan o Georgia Power Company Customer Choice Group Incentive Compensation Plan o Georgia Power Company Customer Partnership Teams Incentive Plan o Georgia Power Company Residential Customer Partnership Team Incentive Plan o Merchandise Sales Business Unit Incentive Plan (APC/Gulf) o Southern Company Energy Solutions Officer and Staff Incentive Compensation Plan o Southern Company Energy Solutions PowerCall Security Incentive Compensation Plan (Installation & Service Technicians) o Southern Company National Accounts Incentive Compensation Plan o Southern LINC Annual Incentive Plan o Southern LINC Regional Sales Managers Incentive Plan

Exhibit 10(a)78 FIRST AMENDMENT TO THE SOUTHERN COMPANY

APPENDIX B - INCENTIVE PAY PLANS Effective as of January 1, 1999, all awards under the following incentive pay plans shall be counted as compensation for purposes of Section 2.12 of the Plan: o The Southern Company Performance Pay Plan o The Southern Company Productivity Improvement Plan o The Southern Company Executive Productivity Improvement Plan o Georgia Power Company Customer Choice Group Incentive Compensation Plan o Georgia Power Company Customer Partnership Teams Incentive Plan o Georgia Power Company Residential Customer Partnership Team Incentive Plan o Merchandise Sales Business Unit Incentive Plan (APC/Gulf) o Southern Company Energy Solutions Officer and Staff Incentive Compensation Plan o Southern Company Energy Solutions PowerCall Security Incentive Compensation Plan (Installation & Service Technicians) o Southern Company National Accounts Incentive Compensation Plan o Southern LINC Annual Incentive Plan o Southern LINC Regional Sales Managers Incentive Plan

Exhibit 10(a)78 FIRST AMENDMENT TO THE SOUTHERN COMPANY SUPPLEMENTAL BENEFIT PLAN WHEREAS, Southern Company Services, Inc. ("Company") has established The Southern Company Supplemental Benefit Plan ("Plan") to provide deferred compensation benefits primarily for a select group of management or highly compensated employees which are not otherwise payable under tax qualified plans of the Southern Company as a result of certain statutory limitations provided under the Internal Revenue Code; and WHEREAS, the Company, through its Board of Directors, has reserved unto itself the authority to amend the Plan at any time; and WHEREAS, the Company wishes to provide for the withholding of the Old Age, Survivors and Disability Insurance portion of the tax due under the Federal Insurance Contributions Act from payments of Pension Benefits as that term is defined under the Plan. Accordingly, the Plan is hereby amended in the following particulars, to be effective as set forth below: 1. Effective January 1, 1999, amend Section 5.3(a)(1) of the Plan by deleting said Section in its entirety and substituting the following in lieu thereof: 5.3(a)(1) The amount necessary to pay the tax due under the Federal Insurance Contributions Act with respect

Exhibit 10(a)78 FIRST AMENDMENT TO THE SOUTHERN COMPANY SUPPLEMENTAL BENEFIT PLAN WHEREAS, Southern Company Services, Inc. ("Company") has established The Southern Company Supplemental Benefit Plan ("Plan") to provide deferred compensation benefits primarily for a select group of management or highly compensated employees which are not otherwise payable under tax qualified plans of the Southern Company as a result of certain statutory limitations provided under the Internal Revenue Code; and WHEREAS, the Company, through its Board of Directors, has reserved unto itself the authority to amend the Plan at any time; and WHEREAS, the Company wishes to provide for the withholding of the Old Age, Survivors and Disability Insurance portion of the tax due under the Federal Insurance Contributions Act from payments of Pension Benefits as that term is defined under the Plan. Accordingly, the Plan is hereby amended in the following particulars, to be effective as set forth below: 1. Effective January 1, 1999, amend Section 5.3(a)(1) of the Plan by deleting said Section in its entirety and substituting the following in lieu thereof: 5.3(a)(1) The amount necessary to pay the tax due under the Federal Insurance Contributions Act with respect to the accrued Pension Benefit determined upon retirement (or such other appropriate "resolution date" as defined under Treasury Regulation Section 31.3121(v)-2) calculated in accordance with Section 5.1; 2. All parts of the Plan not inconsistent herewith are hereby ratified and affirmed. IN WITNESS WHEREOF, this First Amendment has been executed by a duly authorized officer of Southern Company Services, Inc. pursuant to resolutions of the Board of Directors of the Company this 15th day of April, 1999. SOUTHERN COMPANY SERVICES, INC. By: Christopher C. Womack Senior Vice President, Human Resources ATTEST: By: Its:

Exhibit 10(a)80 FIRST AMENDMENT TO THE SOUTHERN COMPANY CHANGE IN CONTROL SEVERANCE PLAN

Exhibit 10(a)80 FIRST AMENDMENT TO THE SOUTHERN COMPANY CHANGE IN CONTROL SEVERANCE PLAN WHEREAS, effective December 7, 1998, Southern Company Services, Inc. ("Company") established the Southern Company Change in Control Severance Plan ("Plan") to provide certain benefits to eligible employees that may be terminated from employment following a change in control as contemplated therein; and WHEREAS, the Company, through its Board of Directors, previously authorized the adoption of this Plan; and WHEREAS, the Company desires to make a clarifying amendment regarding certain eligible employees' right to benefits under the Southern Energy Resources, Inc. Deferred Incentive Compensation Plan. NOW, THEREFORE, the Plan is hereby amended in the following particulars to be effective December 7, 1998 as set forth below: 1. Section 2.9-A is added thereto as follows: 2.9-A "DIC Plan" shall mean the Southern Energy Resources, Inc. Deferred Incentive Compensation Plan or any successor thereto which is considered an "equitable arrangement" thereof, as such plans may be amended from time to time. 2. Section 3.2(k) is added thereto as follows: 3.2(k) DIC Plan. The provisions of this Section 3.2(k) shall apply to any Participant who, as of the date of the Change in Control, was a participant in the DIC Plan, the defined terms of which are incorporated into this Section 3.2(k) by reference. Provided a Participant is not entitled to benefits under Article V of the DIC Plan, if the DIC Plan is in place through Participant's Termination Date and to the extent that Participant is entitled to participate therein, any of the Participant's Awards as of the Termination Date which are not then vested shall become fully vested and Participant shall be entitled to receive cash in the amount equal to Participant's Account as of his Termination Date. Notwithstanding anything in the DIC Plan to the contrary, the investment return on the Awards determined in accordance with Section 3.1 of the DIC Plan for any Plan Year following a Change in Control of Southern or its Employing Company shall be no less than the investment return determined in accordance with Section 3.1 of the DIC Plan as of the date of such Change in Control with respect to those Accounts which are outstanding as of the date of such Change in Control. IN WITNESS WHEREOF, this First Amendment has been executed by a duly authorized officer of Southern Company Services, Inc. pursuant to resolutions of the Board of Directors of the Company this ____ day of _______________________, 1999. SOUTHERN COMPANY SERVICES, INC. By: Christopher C. Womack Senior Vice President, Human Resources ATTEST: By:

Its:

Exhbit 10(a)82 FIRST AMENDMENT TO THE SOUTHERN COMPANY EXECUTIVE CHANGE IN CONTROL SEVERANCE PLAN WHEREAS, effective December 7, 1998, Southern Company Services, Inc. ("Company") established the Southern Company Executive Change in Control Severance Plan ("Plan") to provide certain benefits to eligible employees that may be terminated from employment following a change in control as contemplated therein; and WHEREAS, the Company, through its Board of Directors, previously authorized the adoption of this Plan; and WHEREAS, the Company desires to make a clarifying amendment regarding certain eligible employees' right to benefits under the Southern Energy Resources, Inc. Deferred Incentive Compensation Plan. NOW, THEREFORE, the Plan is hereby amended in the following particulars to be effective December 7, 1998 as set forth below: 1. Section 2.11-A is added thereto as follows: 2.11-A "DIC Plan" shall mean the Southern Energy Resources, Inc. Deferred Incentive Compensation Plan or any successor thereto which is considered an "equitable arrangement" thereof, as such plans may be amended from time to time. 2. Section 3.2(k) is added thereto as follows: 3.2(k) DIC Plan. The provisions of this Section 3.2(k) shall apply to any Participant who, as of the date of the Change in Control, was a participant in the DIC Plan, the defined terms of which are incorporated into this Section 3.2(k) by reference. Provided a Participant is not entitled to benefits under Article V of the DIC Plan, if the DIC Plan is in place through Participant's Termination Date and to the extent that Participant is entitled to participate therein, any of the Participant's Awards as of the Termination Date which are not then vested shall become fully vested and Participant shall be entitled to receive cash in the amount equal to Participant's Account as of his Termination Date. Notwithstanding anything in the DIC Plan to the contrary, the investment return on the Awards determined in accordance with Section 3.1 of the DIC Plan for any Plan Year following a Change in Control of Southern or its Employing Company shall be no less than the investment return determined in accordance with Section 3.1 of the DIC Plan as of the date of such Change in Control with respect to those Accounts which are outstanding as of the date of such Change in Control. IN WITNESS WHEREOF, this First Amendment has been executed by a duly authorized officer of Southern Company Services, Inc. pursuant to resolutions of the Board of Directors of the Company this ____ day of _______________________, 1999. SOUTHERN COMPANY SERVICES, INC. By: Christopher C. Womack Senior Vice President, Human Resources

Exhbit 10(a)82 FIRST AMENDMENT TO THE SOUTHERN COMPANY EXECUTIVE CHANGE IN CONTROL SEVERANCE PLAN WHEREAS, effective December 7, 1998, Southern Company Services, Inc. ("Company") established the Southern Company Executive Change in Control Severance Plan ("Plan") to provide certain benefits to eligible employees that may be terminated from employment following a change in control as contemplated therein; and WHEREAS, the Company, through its Board of Directors, previously authorized the adoption of this Plan; and WHEREAS, the Company desires to make a clarifying amendment regarding certain eligible employees' right to benefits under the Southern Energy Resources, Inc. Deferred Incentive Compensation Plan. NOW, THEREFORE, the Plan is hereby amended in the following particulars to be effective December 7, 1998 as set forth below: 1. Section 2.11-A is added thereto as follows: 2.11-A "DIC Plan" shall mean the Southern Energy Resources, Inc. Deferred Incentive Compensation Plan or any successor thereto which is considered an "equitable arrangement" thereof, as such plans may be amended from time to time. 2. Section 3.2(k) is added thereto as follows: 3.2(k) DIC Plan. The provisions of this Section 3.2(k) shall apply to any Participant who, as of the date of the Change in Control, was a participant in the DIC Plan, the defined terms of which are incorporated into this Section 3.2(k) by reference. Provided a Participant is not entitled to benefits under Article V of the DIC Plan, if the DIC Plan is in place through Participant's Termination Date and to the extent that Participant is entitled to participate therein, any of the Participant's Awards as of the Termination Date which are not then vested shall become fully vested and Participant shall be entitled to receive cash in the amount equal to Participant's Account as of his Termination Date. Notwithstanding anything in the DIC Plan to the contrary, the investment return on the Awards determined in accordance with Section 3.1 of the DIC Plan for any Plan Year following a Change in Control of Southern or its Employing Company shall be no less than the investment return determined in accordance with Section 3.1 of the DIC Plan as of the date of such Change in Control with respect to those Accounts which are outstanding as of the date of such Change in Control. IN WITNESS WHEREOF, this First Amendment has been executed by a duly authorized officer of Southern Company Services, Inc. pursuant to resolutions of the Board of Directors of the Company this ____ day of _______________________, 1999. SOUTHERN COMPANY SERVICES, INC. By: Christopher C. Womack Senior Vice President, Human Resources ATTEST: By:

Its:

Exhibit 10(a)84 FIRST AMENDMENT TO AND ASSIGNMENT OF DEFERRED COMPENSATION AGREEMENT THIS FIRST AMENDMENT TO AND ASSIGMENT OF DEFERRED COMPENSATION AGREEMENT ("Amendment") made and entered into by and between The Southern Company ("Southern"), Georgia Power Company (the "Company"), Southern Company Services, Inc. ("SCS") and Henry Allen Franklin ("Mr. Franklin"), effective as of the 8th day of July, 1999. W I T N E S S E T H: WHEREAS, the parties entered into that certain Deferred Compensation Agreement (the "Agreement") effective February 27, 1998; WHEREAS, the employment of Mr. Franklin has been transferred to SCS; WHEREAS, the parties wish to amend and assign the Agreement in connection with such transfer of employment; NOW, THEREFORE, in consideration of the premises, and the agreements of the parties set forth in this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. Pursuant to Section 15 of the Agreement, the Company assigns the Agreement to SCS and SCS shall be the Company for all purposes thereunder. 2. Pursuant to Section 15 of the Agreement, the profitability goals are amended as set forth on Exhibit A hereof to reflect Mr. Franklin's position with SCS. IN WITNESS WHEREOF, this First Amendment to and Assignment of Deferred Compensation Agreement has been executed by the parties, this ___ day of _____________, 1999. THE SOUTHERN COMPANY By: ______________________________ SOUTHERN COMPANY SERVICES, INC. By: GEORGIA POWER COMPANY By: ______________________________ MR. FRANKLIN Henry Allen Franklin Exhibit A Deferred Compensation Agreement Schedule of Profitability Goals For Performance Period

Exhibit 10(a)84 FIRST AMENDMENT TO AND ASSIGNMENT OF DEFERRED COMPENSATION AGREEMENT THIS FIRST AMENDMENT TO AND ASSIGMENT OF DEFERRED COMPENSATION AGREEMENT ("Amendment") made and entered into by and between The Southern Company ("Southern"), Georgia Power Company (the "Company"), Southern Company Services, Inc. ("SCS") and Henry Allen Franklin ("Mr. Franklin"), effective as of the 8th day of July, 1999. W I T N E S S E T H: WHEREAS, the parties entered into that certain Deferred Compensation Agreement (the "Agreement") effective February 27, 1998; WHEREAS, the employment of Mr. Franklin has been transferred to SCS; WHEREAS, the parties wish to amend and assign the Agreement in connection with such transfer of employment; NOW, THEREFORE, in consideration of the premises, and the agreements of the parties set forth in this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. Pursuant to Section 15 of the Agreement, the Company assigns the Agreement to SCS and SCS shall be the Company for all purposes thereunder. 2. Pursuant to Section 15 of the Agreement, the profitability goals are amended as set forth on Exhibit A hereof to reflect Mr. Franklin's position with SCS. IN WITNESS WHEREOF, this First Amendment to and Assignment of Deferred Compensation Agreement has been executed by the parties, this ___ day of _____________, 1999. THE SOUTHERN COMPANY By: ______________________________ SOUTHERN COMPANY SERVICES, INC. By: GEORGIA POWER COMPANY By: ______________________________ MR. FRANKLIN Henry Allen Franklin Exhibit A Deferred Compensation Agreement Schedule of Profitability Goals For Performance Period The Southern Company's "core business" shall earn its assigned share of The Southern Company's Earnings Per Share Goal for each of the calendar years in the Performance Period. Achievement of the goal shall be assessed

annually by the Chairman of The Southern Company and documented in Exhibit B. Exhibit B Deferred Compensation Agreement Annual Documentation of Profitability Goals For Performance Period

Exhibit 10(a)87 DEFERRED COMPENSATION AGREEMENT THIS DEFERRED COMPENSATION AGREEMENT ("Agreement") made and entered into by and between The Southern Company ("Southern"), Southern Energy Resources, Inc. (the "Company") and Gale E. Klappa ("Mr. Klappa"). W I T N E S S E T H: WHEREAS, Mr. Klappa is an Officer of the Company; WHEREAS, the Company and Southern wish to encourage Mr. Klappa to increase the profitability of the Company and to provide Mr. Klappa an interest in the Company's overall profitability, and to provide Mr. Klappa with additional deferred compensation for service he has or will provide 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. Retention Bonus. a. General Nature of Award. Subject to the terms and conditions of this Agreement, the Company shall establish and maintain on behalf of Mr. Klappa an account on the Company's books and records (the "Account") which, if Mr. Klappa continues to be an employee of the Company, or any affiliate or subsidiary of Southern (as set forth in Paragraph 5 hereof), shall entitle Mr. Klappa to receive on July 1, 2003 (the period from the effective date of the Agreement through July 1, 2003 to be referred to as the "Performance Period") an amount equal to the then Market Value (as defined below) of the equivalent of Two Hundred Sixty Thousand Dollars ($260,000.00) of Market Value of Southern's common stock deemed to have been purchased as of the effective date of this Agreement, including reinvested dividends thereon, increased, if certain profitability goals are met, by estimated income tax expenses. b. Investment. (1) As of the date hereof, the Company shall credit to Mr. Klappa's Account that number of deemed shares (including fractional shares) of Southern's common stock ("Common Stock") as shall equal $260,000.00 in Market Value (as defined herein) determined as of the effective date of this Agreement (such hypothetical shares to be referred to herein as the "Phantom Stock"). For purposes of this Agreement, "Market Value" shall mean the average closing price of the Common Stock as reported by the New York Stock Exchange for the ten trading days immediately preceding the respective valuation date. (2) As of the day of each calendar quarter in which occurs the payment of dividends on Common Stock, there shall be credited to Mr. Klappa's Account such additional shares of Phantom Stock (including fractional shares) as could have been purchased at the Market Value on such day as follows: (a) In the case of cash dividends, such additional shares of Phantom Stock as could have been purchased with the dividends payable on the number of shares of Phantom Stock credited to the Account immediately prior to the dividend; (b) In the case of dividends payable in property other than cash or Common Stock, such additional shares of Phantom Stock as could have been purchased with the fair market value of the property which would have been payable as dividends on the number of shares of Phantom Stock credited to the Account immediately prior to the

Exhibit 10(a)87 DEFERRED COMPENSATION AGREEMENT THIS DEFERRED COMPENSATION AGREEMENT ("Agreement") made and entered into by and between The Southern Company ("Southern"), Southern Energy Resources, Inc. (the "Company") and Gale E. Klappa ("Mr. Klappa"). W I T N E S S E T H: WHEREAS, Mr. Klappa is an Officer of the Company; WHEREAS, the Company and Southern wish to encourage Mr. Klappa to increase the profitability of the Company and to provide Mr. Klappa an interest in the Company's overall profitability, and to provide Mr. Klappa with additional deferred compensation for service he has or will provide 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. Retention Bonus. a. General Nature of Award. Subject to the terms and conditions of this Agreement, the Company shall establish and maintain on behalf of Mr. Klappa an account on the Company's books and records (the "Account") which, if Mr. Klappa continues to be an employee of the Company, or any affiliate or subsidiary of Southern (as set forth in Paragraph 5 hereof), shall entitle Mr. Klappa to receive on July 1, 2003 (the period from the effective date of the Agreement through July 1, 2003 to be referred to as the "Performance Period") an amount equal to the then Market Value (as defined below) of the equivalent of Two Hundred Sixty Thousand Dollars ($260,000.00) of Market Value of Southern's common stock deemed to have been purchased as of the effective date of this Agreement, including reinvested dividends thereon, increased, if certain profitability goals are met, by estimated income tax expenses. b. Investment. (1) As of the date hereof, the Company shall credit to Mr. Klappa's Account that number of deemed shares (including fractional shares) of Southern's common stock ("Common Stock") as shall equal $260,000.00 in Market Value (as defined herein) determined as of the effective date of this Agreement (such hypothetical shares to be referred to herein as the "Phantom Stock"). For purposes of this Agreement, "Market Value" shall mean the average closing price of the Common Stock as reported by the New York Stock Exchange for the ten trading days immediately preceding the respective valuation date. (2) As of the day of each calendar quarter in which occurs the payment of dividends on Common Stock, there shall be credited to Mr. Klappa's Account such additional shares of Phantom Stock (including fractional shares) as could have been purchased at the Market Value on such day as follows: (a) In the case of cash dividends, such additional shares of Phantom Stock as could have been purchased with the dividends payable on the number of shares of Phantom Stock credited to the Account immediately prior to the dividend; (b) In the case of dividends payable in property other than cash or Common Stock, such additional shares of Phantom Stock as could have been purchased with the fair market value of the property which would have been payable as dividends on the number of shares of Phantom Stock credited to the Account immediately prior to the dividend; or (c) In the case of dividends payable in Common Stock, such additional shares of Phantom Stock as would have been payable on the number of shares of Phantom Stock credited to the Account immediately prior to the dividend.

(3) In the event that the number of outstanding shares of Common Stock is changed through merger, consolidation, reorganization, recapitalization, reincorporation, stock split, stock dividend (in excess of 2%) or other change in the capital structure of Southern without consideration, or upon the occurrence of any other extraordinary corporate event involving the Common Stock causing a reduction in the value of the Common Stock, such as a corporate spin off or split up, the number of shares of Phantom Stock credited to the Account shall be proportionately adjusted by the Company so as to preserve the value of the Account immediately prior to such event. c. Vesting of Account. The Market Value of Mr. Klappa's Account shall vest on July 1, 2003 (the "Vesting Date"), provided Mr. Klappa is then an employee of the Company, Southern, or an affiliate or subsidiary of Southern. d. Valuation of Account. The value of Mr. Klappa's Account on any date shall be based on the Market Value on such date multiplied by the number of shares of Phantom Stock then credited to the Account, provided, however, that if the profitability goals established for the Company and for Mr. Klappa by the Chief Executive Officers of Southern and the Company have been equaled or exceeded during the Performance Period as set forth on Exhibit A, and as annually documented on Exhibit B of this Agreement (the "Profitability Goals"), the value of the Account shall be increased upon payout to cover Mr. Klappa's federal and state income tax expense as reasonably estimated by the Company for the year of payout (the "Tax Gross-up"). Failure to meet the Profitability Goals for the Performance Period shall result in the forfeiture of the Tax Gross-up, provided, however, that the Chief Executive Officers of Southern and the Company may, in their sole discretion, determine after the close of the Performance Period, that as a result of overall Company profitability and individual performance during the entire Performance Period, all or a portion of the value of the Tax Gross-up shall nevertheless be paid. e. Payment of Account Balance. Provided that Mr. Klappa is then an employee of the Company, Southern, or an affiliate or subsidiary of Southern, and, with respect to the Tax Gross-up amount, has also achieved the Profitability Goals, the Company shall pay to Mr. Klappa the value of his Account, and, if applicable, the Tax Gross-up amount, in cash within ten (10) days of the Vesting Date. f. Election to Defer. By written election filed with Southern's Vice President, Human Resources no less than thirteen (13) months prior to the Vesting Date, Mr. Klappa may defer all or a portion of the amount to be received under this Agreement by having such amount contributed on his account to The Southern Company Deferred Compensation Plan, in accordance with the terms and conditions of such Plan. g. Death, Permanent Disability, Termination Without Cause, Termination for Good Reason, or Continued Employment Following a Change in Control. In the event of Mr. Klappa's termination of employment with the Company prior to the payout of the value of the Account for reasons of death, permanent disability, termination by the Company without Cause, or termination of employment by Mr. Klappa for Good Reason following a Change in Control, or, if prior to the payout of the value of the Account Mr. Klappa continues employment with the Company, any Southern Subsidiary, or any employer that succeeds to all or substantially all of the assets of the Company, Southern, or any Southern Subsidiary following a Change in Control, the Company shall pay to Mr. Klappa, or his estate in the event of death, the value of the Account determined as of the date of such termination or Change in Control, plus, if the Profitability Goals have been met as of such date, the Tax Gross-up amount. For purposes of this Paragraph 1.g., the terms Cause, Change in Control, Good Reason, and Southern Subsidiary shall have the meaning set forth in that certain Change in Control Agreement, dated June 17, 1999, as amended from time to time, between Southern, the Company and Mr. Klappa (the "Change in Control Agreement"), the defined terms of which are incorporated in this Paragraph 1.g. by reference thereto. h. Assignability. Neither Mr. Klappa, his estate, his beneficiaries, nor his legal representative shall have any rights to commute, sell, assign, transfer or otherwise convey the right to receive the payment under this Paragraph 1, which payment and the rights thereto are expressly declared to be nonassignable and nontransferable. Any attempt to assign or transfer the right to such payment shall be void and have no effect. 2. Value Creation Plan. In the event Mr. Klappa transfers his employment to an affiliate of Southern, and pursuant to the Southern Energy Resources, Inc. Value Creation Plan (the "Plan") he has Indexed Rights that have not vested at the time of such transfer, and the Administrative Committee for the Plan fails to take action to provide Mr. Klappa relief from Section 4.5 of the Plan to the extent it provides for forfeiture of unvested Indexed Rights upon termination from the Company for reasons other than Cause and provide that any of Mr. Klappa's

unvested Indexed Rights shall continue to vest as long as Mr. Klappa remains employed by an affiliate of Southern, then the Company shall pay Mr. Klappa an amount equal to what he would have received had such Indexed Rights continued to vest following his transfer to an affiliate of Southern, become vested and been exercised by Mr. Klappa within the time period that would have existed under the Plan for such exercise. In determining such amount, the method that would have applied under the Plan shall be used. 3. Publicity; No Disparaging Statement. Except as otherwise provided in Paragraph 6 hereof, Mr. Klappa, Southern and the Company covenant and agree that they shall not engage in any communications which shall disparage one another or interfere with their existing or prospective business relationships. 4. Non-Disclosure. a. Definitions. For purposes of this Paragraph 4, the following terms shall have the following meanings: (1) "Entity" shall mean any business, individual, partnership, joint venture, agency, governmental subdivision, association, firm, corporation or other entity. (2) "Affiliate" shall mean the following Entities: (a) any Entity which owns an Interest (as defined below) in the Company either directly or indirectly through any other Entity, (b) any Entity an Interest in which is owned directly or indirectly by any Entity which owns directly or indirectly an Interest in the Company or (c) any Entity in which the Company owns an Interest either directly or indirectly through any other Entity. For purposes of this Agreement, the term "Interest" shall include any equity interest in an Entity in an amount equal to or greater than 30% of the Entity's total outstanding equity interests. (3) "Confidential Information" shall mean proprietary and confidential data or information other than Trade Secrets (as defined below), which is valuable to, and related to the business of, the Company, its Affiliates or non-affiliated Entities with whom the Company or its Affiliates has or have business relationships (collectively, "Third Parties"), and the details of which are generally unknown to the public or to the Company's competitors, including, without limitation, information regarding the Company's employees, business strategies, models and systems, customers, suppliers, partners and affiliates, gained by Mr. Klappa as a result of his affiliation with the Company or its Affiliates, and other items that the Company or its Affiliates may from time to time mark or otherwise identify as confidential. (4) "Trade Secrets" shall mean information of or related to the Company, its Affiliates or Third Parties which (a) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy; it being agreed that such information includes, without limitation, technical and non-technical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans or a list of actual or potential customers or suppliers. (5) "Intellectual Property" shall mean all work product, property, data, documentation, "know-how", concepts or plans, inventions, discovery, compositions, innovations, computer programs, improvements, techniques, processes, designs, article of manufacture or information of any kind, or any new or useful improvements of any of the foregoing and any Trade Secrets, patents, copyrights, Confidential Information, mask work, trademark or service mark, relating in any way to the Company or its Affiliates and its or their business prepared, conceived, revised, discovered, developed, or created by Mr. Klappa for the Company or its Affiliates or by using the Company's or its Affiliates' time, personnel, facilities, equipment, knowledge, information, resources, or material. b. Nondisclosure; Ownership of Proprietary Property. (1) Nondisclosure. In recognition of the Company's need to protect its legitimate business interests, Mr. Klappa hereby acknowledges that he has been given access to valuable Trade Secrets and Confidential Information; and he hereby covenants and agrees that he will use the Trade Secrets and Confidential Information for the Company's business purposes only, and that he will not for any reason, in any fashion, form or manner, other than as instructed by a duly authorized representative of the Company, copy, disclose, disseminate, communicate, transfer or otherwise convey to any Entity any item: (a) which is a Trade Secret, for so long as such item remains a trade secret under applicable law; or (b) which is Confidential Information, other than Trade Secrets, for a period of three (3) years from his termination.

(2) Notification of Unauthorized Disclosure. Mr. Klappa shall exercise his best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information known by, disclosed or made available to him. He shall immediately notify the Company of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which he becomes aware. Mr. Klappa shall assist the Company, to the extent necessary, in the procurement or protection of the Company's or its Affiliates' rights to or in any Intellectual Property, Trade Secrets or Confidential Information and, upon the Company's request, shall assist, to the extent necessary, in the procurement or protection of any Third Party's rights to or in any Intellectual Property, Trade Secrets or Confidential Information. (3) Ownership. To the greatest extent possible, any and all Intellectual Property shall be deemed to be "work made for hire" (as defined in the Copyright Act, 17 U.S.C.A. ss.ss. 101 et seq.), and Mr. Klappa hereby unconditionally and irrevocably transfers and assigns to the Company or its Affiliates all rights, title and interest he currently has or in the future may have by operation of law or otherwise in or to any Intellectual Property, including, without limitation, all patents, copyrights, trademarks, service marks and other Intellectual Property rights and agrees that the Company or its Affiliates shall have the exclusive world-wide ownership of such Intellectual Property, and that no Intellectual Property shall be treated as or deemed to be a "joint work" (as defined by the Copyright Act) of Mr. Klappa and the Company, its Affiliates or otherwise. Mr. Klappa agrees to execute and deliver to the Company or its Affiliates any transfers, assignments, documents or other instruments which the Company or its Affiliates may deem necessary or appropriate to vest complete title and ownership of any Intellectual Property, and all rights therein, exclusively in the Company or its Affiliates, as the case may be. (4) Return of Materials. Upon Mr. Klappa's termination, or at any point after that time upon the specific request of the Company, he shall return to the Company all written or descriptive materials of any kind belonging or relating to the Company or its Affiliates, including, without limitation, any Intellectual Property, Confidential Information and Trade Secrets, in his possession. 5. Transfer of Employment to Southern or a Southern Subsidiary or Affiliate. In the event that Mr. Klappa's employment by the Company is terminated and he shall become immediately re-employed by Southern or a subsidiary or an affiliate of Southern, the Company shall assign this Agreement to Southern or such subsidiary or affiliate, Southern shall accept such assignment or cause such affiliate or subsidiary to accept such assignment, such assignee shall become the "Company" for all purposes hereunder, and the profitability goals set forth on Exhibit A hereof shall be amended to appropriately reflect the performance of such assignee. In the event of such assignment, the expense of this Paragraph 1 of this Agreement shall be shared pro rata by the Company and any such assignee based upon the number of months after the effective date of this Agreement that Mr. Klappa is employed by the Company, and/or Southern and/or such affiliate or subsidiary of Southern, as the case may be, but the expense of Paragraph 2 shall be the sole responsibility of the Company. 6. Confidentiality and Legal Process. Mr. Klappa 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 past, present, or prospective employee or applicant for employment with Company. Notwithstanding the foregoing, nothing in this Agreement is intended to prohibit Mr. Klappa from performing any duty or obligation that shall arise as a matter of law. Specifically, Mr. Klappa shall continue to be under a duty to truthfully respond to matter of law. Specifically, Mr. Klappa 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 Mr. Klappa's right and ability to provide information to any federal, state or local government in the lawful exercise of such governments' governmental functions. 7. Successors And Assigns; Applicable Law. Except as otherwise provided in Paragraph 1.h., this Agreement shall be binding upon and inure to the benefit of Mr. Klappa and his heirs, administrators, representatives, executors, successors and assigns, and shall be binding upon and inure to the benefit of Southern, the Company and their officers, directors, employees, agents, shareholders, parent corporation and affiliates, and their respective predecessors, successors, assigns, heirs, executors and administrators and each of them, and to their heirs, administrators, representatives, executors, successors and assigns. This Agreement shall be construed and interpreted in accordance with the laws of the State of Georgia, United States of America (without giving effect to principles of conflicts of laws). 8. Complete Agreement. This Agreement shall constitute the full and complete Agreement between the parties concerning its subject matter and fully supersedes any and all other prior Agreements or understandings between

the parties concerning the subject matter hereof. This Agreement shall not be modified or amended except by a written instrument signed by both Mr. Klappa and an authorized representative of Southern and the Company. 9. Severability. The unenforceability or invalidity of any particular provision of this Agreement shall not affect its other provisions, and to the extent necessary to give such other provisions effect, they shall be deemed severable. 10. Waiver Of Breach; Specific Performance. The waiver of a breach of any provision of this Agreement shall not operate or be construed 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. 11. 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 the Company. Notwithstanding that Mr. Klappa may be entitled to receive the value of his benefit under the terms and conditions of this Agreement, the assets from which such amount may be paid shall at all times be subject to the claims of the Company's creditors. 12. No Effect On Other Arrangements. It is expressly understood and agreed that the payments made in accordance with this Agreement are in addition to any other benefits or compensation to which Mr. Klappa may be entitled or for which he may be eligible, whether funded or unfunded, by reason of his employment with the Company. 13. Tax Withholding. There shall be deducted from each payment under this Agreement the amount of any tax required by any governmental authority to be withheld and paid over by the Company to such governmental authority for the account of Mr. Klappa. 14. Compensation. Any compensation contributed on behalf of Mr. Klappa under this Agreement shall not be considered "compensation," as the term is defined in The Southern Company Employee Savings Plan, The Southern Company Employee Stock Ownership Plan, The Southern Company Performance Sharing Plan or The Southern Company Pension Plan. Payments under this Agreement shall not be considered wages, salaries or compensation under any other employee benefit plan. 15. No Guarantee of Employment. No provision of this Agreement shall be construed to affect in any manner the existing rights of the Company to suspend, terminate, alter, modify, whether or not for cause, the employment relationship of Mr. Klappa and the Company. IN WITNESS WHEREOF, this Agreement has been executed by the parties first listed above, effective this ____ day of ___________, 1999. THE SOUTHERN COMPANY By: ______________________________ SOUTHERN ENERGY RESOURCES, INC. By: Mr. Klappa

Exhibit A Deferred Compensation Agreement Schedule of Profitability Goals For Performance Period The Southern Company shall earn its Earnings Per Share Goal for each of the calendar years in the Performance

Exhibit A Deferred Compensation Agreement Schedule of Profitability Goals For Performance Period The Southern Company shall earn its Earnings Per Share Goal for each of the calendar years in the Performance Period. Achievement of the goals shall be assessed annually by the Chief Executive Officers of Southern and the Company and documented in Exhibit B of this Agreement.

Exhibit B Deferred Compensation Agreement Annual Documentation of Profitability Goals For Performance Period

FIRST AMENDMENT TO AND ASSIGNMENT OF DEFERRED COMPENSATION AGREEMENT THIS FIRST AMENDMENT TO AND ASSIGMENT OF DEFERRED COMPENSATION AGREEMENT ("Amendment") made and entered into by and between The Southern Company ("Southern"), Southern Energy Resources, Inc. (the "Company"), Southern Company Services, Inc. ("SCS") and Gale F. Klappa ("Mr. Klappa"), effective as of the 6th day of October, 1999. W I T N E S S E T H: WHEREAS, the parties entered into that certain Deferred Compensation Agreement (the "Agreement") effective October 5, 1999; WHEREAS, the employment of Mr. Klappa has been transferred to SCS; WHEREAS, the parties wish to amend and assign the Agreement in connection with such transfer of employment; NOW, THEREFORE, in consideration of the premises, and the agreements of the parties set forth in this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. Pursuant to Section 5 of the Agreement, the Company assigns the Agreement to SCS and SCS shall be the Company for all purposes thereunder. Notwithstanding the foregoing, as provided in Sections 2 and 5 of the Agreement with respect to the Value Creation Plan, Southern Energy Resources, Inc. shall retain the expense related to Section 2. 2. Pursuant to Section 5 of the Agreement, Exhibit A is amended to provide that achievement of the profitability goal shall be documented by the Chairman of The Southern Company. IN WITNESS WHEREOF, this First Amendment to and Assignment of Deferred Compensation Agreement has been executed by the parties, this ___ day of _____________, 2000. THE SOUTHERN COMPANY By: ______________________________ SOUTHERN COMPANY SERVICES, INC. By: SOUTHERN ENERGY RESOURCES, INC.

Exhibit B Deferred Compensation Agreement Annual Documentation of Profitability Goals For Performance Period

FIRST AMENDMENT TO AND ASSIGNMENT OF DEFERRED COMPENSATION AGREEMENT THIS FIRST AMENDMENT TO AND ASSIGMENT OF DEFERRED COMPENSATION AGREEMENT ("Amendment") made and entered into by and between The Southern Company ("Southern"), Southern Energy Resources, Inc. (the "Company"), Southern Company Services, Inc. ("SCS") and Gale F. Klappa ("Mr. Klappa"), effective as of the 6th day of October, 1999. W I T N E S S E T H: WHEREAS, the parties entered into that certain Deferred Compensation Agreement (the "Agreement") effective October 5, 1999; WHEREAS, the employment of Mr. Klappa has been transferred to SCS; WHEREAS, the parties wish to amend and assign the Agreement in connection with such transfer of employment; NOW, THEREFORE, in consideration of the premises, and the agreements of the parties set forth in this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. Pursuant to Section 5 of the Agreement, the Company assigns the Agreement to SCS and SCS shall be the Company for all purposes thereunder. Notwithstanding the foregoing, as provided in Sections 2 and 5 of the Agreement with respect to the Value Creation Plan, Southern Energy Resources, Inc. shall retain the expense related to Section 2. 2. Pursuant to Section 5 of the Agreement, Exhibit A is amended to provide that achievement of the profitability goal shall be documented by the Chairman of The Southern Company. IN WITNESS WHEREOF, this First Amendment to and Assignment of Deferred Compensation Agreement has been executed by the parties, this ___ day of _____________, 2000. THE SOUTHERN COMPANY By: ______________________________ SOUTHERN COMPANY SERVICES, INC. By: SOUTHERN ENERGY RESOURCES, INC. By: ______________________________ MR. KLAPPA Gale F. Klappa Exhibit A Deferred Compensation Agreement

FIRST AMENDMENT TO AND ASSIGNMENT OF DEFERRED COMPENSATION AGREEMENT THIS FIRST AMENDMENT TO AND ASSIGMENT OF DEFERRED COMPENSATION AGREEMENT ("Amendment") made and entered into by and between The Southern Company ("Southern"), Southern Energy Resources, Inc. (the "Company"), Southern Company Services, Inc. ("SCS") and Gale F. Klappa ("Mr. Klappa"), effective as of the 6th day of October, 1999. W I T N E S S E T H: WHEREAS, the parties entered into that certain Deferred Compensation Agreement (the "Agreement") effective October 5, 1999; WHEREAS, the employment of Mr. Klappa has been transferred to SCS; WHEREAS, the parties wish to amend and assign the Agreement in connection with such transfer of employment; NOW, THEREFORE, in consideration of the premises, and the agreements of the parties set forth in this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. Pursuant to Section 5 of the Agreement, the Company assigns the Agreement to SCS and SCS shall be the Company for all purposes thereunder. Notwithstanding the foregoing, as provided in Sections 2 and 5 of the Agreement with respect to the Value Creation Plan, Southern Energy Resources, Inc. shall retain the expense related to Section 2. 2. Pursuant to Section 5 of the Agreement, Exhibit A is amended to provide that achievement of the profitability goal shall be documented by the Chairman of The Southern Company. IN WITNESS WHEREOF, this First Amendment to and Assignment of Deferred Compensation Agreement has been executed by the parties, this ___ day of _____________, 2000. THE SOUTHERN COMPANY By: ______________________________ SOUTHERN COMPANY SERVICES, INC. By: SOUTHERN ENERGY RESOURCES, INC. By: ______________________________ MR. KLAPPA Gale F. Klappa Exhibit A Deferred Compensation Agreement Schedule of Profitability Goals For Performance Period The Southern Company shall earn its Earnings Per Share Goal for each of the calendar years in the Performance Period. Achievement of the goal shall be assessed annually by the Chairman of The Southern Company and

documented in Exhibit B. Exhibit B Deferred Compensation Agreement Annual Documentation of Profitability Goals For Performance Period

Exhibit 10(a)88 DEFERRED COMPENSATION AGREEMENT THIS DEFERRED COMPENSATION AGREEMENT ("Agreement") made and entered into by and between The Southern Company ("Southern"), Southern Energy Resources, Inc. (the "Company") and S. Marce Fuller ("Ms. Fuller"). W I T N E S S E T H: WHEREAS, Ms. Fuller is an Officer of the Company; WHEREAS, the Company and Southern wish to encourage Ms. Fuller to increase the profitability of the Company and to provide Ms. Fuller an interest in the Company's overall profitability, and to provide Ms. Fuller with additional deferred compensation for service she has or will provide 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. Retention Bonus. a. General Nature of Award. Subject to the terms and conditions of this Agreement, the Company shall establish and maintain on behalf of Ms. Fuller an account on the Company's books and records (the "Account") which, if Ms. Fuller continues to be an employee of the Company, or any affiliate or subsidiary of Southern (as set forth in Paragraph 4 hereof), shall entitle Ms. Fuller to receive on July 1, 2003 (the period from the effective date of the Agreement through July 1, 2003 to be referred to as the "Performance Period") an amount equal to the then Market Value (as defined below) of the equivalent of Four Hundred Thousand Dollars ($400,000.00) of Market Value of Southern's common stock deemed to have been purchased as of the effective date of this Agreement, including reinvested dividends thereon, increased, if certain profitability goals are met, by estimated income tax expenses. b. Investment. (1) As of the date hereof, the Company shall credit to Ms. Fuller's Account that number of deemed shares (including fractional shares) of Southern's common stock ("Common Stock") as shall equal $400,000.00 in Market Value (as defined herein) determined as of the effective date of this Agreement (such hypothetical shares to be referred to herein as the "Phantom Stock"). For purposes of this Agreement, "Market Value" shall mean the average closing price of the Common Stock as reported by the New York Stock Exchange for the ten trading days immediately preceding the respective valuation date. (2) As of the day of each calendar quarter in which occurs the payment of dividends on Common Stock, there shall be credited to Ms. Fuller's Account such additional shares of Phantom Stock (including fractional shares) as could have been purchased at the Market Value on such day as follows: (a) In the case of cash dividends, such additional shares of Phantom Stock as could have been purchased with the dividends payable on the number of shares of Phantom Stock credited to the Account immediately prior to the dividend; (b) In the case of dividends payable in property other than cash or Common Stock, such additional shares of Phantom Stock as could have been purchased with the fair market value of the property which would have been payable as dividends on the number of shares of Phantom Stock credited to the Account immediately prior to the

Exhibit 10(a)88 DEFERRED COMPENSATION AGREEMENT THIS DEFERRED COMPENSATION AGREEMENT ("Agreement") made and entered into by and between The Southern Company ("Southern"), Southern Energy Resources, Inc. (the "Company") and S. Marce Fuller ("Ms. Fuller"). W I T N E S S E T H: WHEREAS, Ms. Fuller is an Officer of the Company; WHEREAS, the Company and Southern wish to encourage Ms. Fuller to increase the profitability of the Company and to provide Ms. Fuller an interest in the Company's overall profitability, and to provide Ms. Fuller with additional deferred compensation for service she has or will provide 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. Retention Bonus. a. General Nature of Award. Subject to the terms and conditions of this Agreement, the Company shall establish and maintain on behalf of Ms. Fuller an account on the Company's books and records (the "Account") which, if Ms. Fuller continues to be an employee of the Company, or any affiliate or subsidiary of Southern (as set forth in Paragraph 4 hereof), shall entitle Ms. Fuller to receive on July 1, 2003 (the period from the effective date of the Agreement through July 1, 2003 to be referred to as the "Performance Period") an amount equal to the then Market Value (as defined below) of the equivalent of Four Hundred Thousand Dollars ($400,000.00) of Market Value of Southern's common stock deemed to have been purchased as of the effective date of this Agreement, including reinvested dividends thereon, increased, if certain profitability goals are met, by estimated income tax expenses. b. Investment. (1) As of the date hereof, the Company shall credit to Ms. Fuller's Account that number of deemed shares (including fractional shares) of Southern's common stock ("Common Stock") as shall equal $400,000.00 in Market Value (as defined herein) determined as of the effective date of this Agreement (such hypothetical shares to be referred to herein as the "Phantom Stock"). For purposes of this Agreement, "Market Value" shall mean the average closing price of the Common Stock as reported by the New York Stock Exchange for the ten trading days immediately preceding the respective valuation date. (2) As of the day of each calendar quarter in which occurs the payment of dividends on Common Stock, there shall be credited to Ms. Fuller's Account such additional shares of Phantom Stock (including fractional shares) as could have been purchased at the Market Value on such day as follows: (a) In the case of cash dividends, such additional shares of Phantom Stock as could have been purchased with the dividends payable on the number of shares of Phantom Stock credited to the Account immediately prior to the dividend; (b) In the case of dividends payable in property other than cash or Common Stock, such additional shares of Phantom Stock as could have been purchased with the fair market value of the property which would have been payable as dividends on the number of shares of Phantom Stock credited to the Account immediately prior to the dividend; or (c) In the case of dividends payable in Common Stock, such additional shares of Phantom Stock as would have been payable on the number of shares of Phantom Stock credited to the Account immediately prior to the dividend.

(3) In the event that the number of outstanding shares of Common Stock is changed through merger, consolidation, reorganization, recapitalization, reincorporation, stock split, stock dividend (in excess of 2%) or other change in the capital structure of Southern without consideration, or upon the occurrence of any other extraordinary corporate event involving the Common Stock causing a reduction in the value of the Common Stock, such as a corporate spin off or split up, the number of shares of Phantom Stock credited to the Account shall be proportionately adjusted by the Company so as to preserve the value of the Account immediately prior to such event. c. Vesting of Account. The Market Value of Ms. Fuller's Account shall vest on July 1, 2003 (the "Vesting Date"), provided Ms. Fuller is then an employee of the Company, Southern, or an affiliate or subsidiary of Southern. d. Valuation of Account. The value of Ms. Fuller's Account on any date shall be based on the Market Value on such date multiplied by the number of shares of Phantom Stock then credited to the Account, provided, however, that if the profitability goals established for the Company and for Ms. Fuller by the Chief Executive Officer of Southern have been equaled or exceeded during the Performance Period as set forth on Exhibit A, and as annually documented on Exhibit B of this Agreement (the "Profitability Goals"), the value of the Account shall be increased upon payout to cover Ms. Fuller's federal and state income tax expense as reasonably estimated by the Company for the year of payout (the "Tax Gross-up"). Failure to meet the Profitability Goals for the Performance Period shall result in the forfeiture of the Tax Gross-up, provided, however, that the Chief Executive Officer of Southern may, in his sole discretion, determine after the close of the Performance Period, that as a result of overall Company profitability and individual performance during the entire Performance Period, all or a portion of the value of the Tax Gross-up shall nevertheless be paid. e. Payment of Account Balance. Provided that Ms. Fuller is then an employee of the Company, Southern, or an affiliate or subsidiary of Southern, and, with respect to the Tax Gross-up amount, has also achieved the Profitability Goals, the Company shall pay to Ms. Fuller the value of her Account, and, if applicable, the Tax Gross-up amount, in cash within ten (10) days of the Vesting Date. f. Election to Defer. By written election filed with Southern's Vice President, Human Resources no less than thirteen (13) months prior to the Vesting Date, Ms. Fuller may defer all or a portion of the amount to be received under this Agreement by having such amount contributed on her account to The Southern Company Deferred Compensation Plan, in accordance with the terms and conditions of such Plan. g. Death, Permanent Disability, Termination Without Cause, Termination for Good Reason, or Continued Employment Following a Change in Control. In the event of Ms. Fuller's termination of employment with the Company prior to the payout of the value of the Account for reasons of death, permanent disability, termination by the Company without Cause, or termination of employment by Ms. Fuller for Good Reason following a Change in Control, or, if prior to the payout of the value of the Account Ms. Fuller continues employment with the Company, any Southern Subsidiary, or any employer that succeeds to all or substantially all of the assets of the Company, Southern, or any Southern Subsidiary following a Change in Control, the Company shall pay to Ms. Fuller, or her estate in the event of death, the value of the Account determined as of the date of such termination or Change in Control, plus, if the Profitability Goals have been met as of such date, the Tax Gross-up amount. For purposes of this Paragraph 1.g., the terms Cause, Change in Control, Good Reason, and Southern Subsidiary shall have the meaning set forth in that certain Change in Control Agreement, dated June 17, 1999, as amended from time to time, between Southern, the Company and Ms. Fuller (the "Change in Control Agreement"), the defined terms of which are incorporated in this Paragraph 1.g. by reference thereto. h. Assignability. Neither Ms. Fuller, her estate, her beneficiaries, nor her legal representative shall have any rights to commute, sell, assign, transfer or otherwise convey the right to receive the payment under this Paragraph 1, which payment and the rights thereto are expressly declared to be nonassignable and nontransferable. Any attempt to assign or transfer the right to such payment shall be void and have no effect. 2. Publicity; No Disparaging Statement. Except as otherwise provided in Paragraph 5 hereof, Ms. Fuller, Southern and the Company covenant and agree that they shall not engage in any communications which shall disparage one another or interfere with their existing or prospective business relationships. 3. Non-Disclosure. a. Definitions. For purposes of this Paragraph 3, the following terms shall have the following meanings:

(1) "Entity" shall mean any business, individual, partnership, joint venture, agency, governmental subdivision, association, firm, corporation or other entity. (2) "Affiliate" shall mean the following Entities: (a) any Entity which owns an Interest (as defined below) in the Company either directly or indirectly through any other Entity, (b) any Entity an Interest in which is owned directly or indirectly by any Entity which owns directly or indirectly an Interest in the Company or (c) any Entity in which the Company owns an Interest either directly or indirectly through any other Entity. For purposes of this Agreement, the term "Interest" shall include any equity interest in an Entity in an amount equal to or greater than 30% of the Entity's total outstanding equity interests. (3) "Confidential Information" shall mean proprietary and confidential data or information other than Trade Secrets (as defined below), which is valuable to, and related to the business of, the Company, its Affiliates or non-affiliated Entities with whom the Company or its Affiliates has or have business relationships (collectively, "Third Parties"), and the details of which are generally unknown to the public or to the Company's competitors, including, without limitation, information regarding the Company's employees, business strategies, models and systems, customers, suppliers, partners and affiliates, gained by Ms. Fuller as a result of her affiliation with the Company or its Affiliates, and other items that the Company or its Affiliates may from time to time mark or otherwise identify as confidential. (4) "Trade Secrets" shall mean information of or related to the Company, its Affiliates or Third Parties which (a) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy; it being agreed that such information includes, without limitation, technical and non-technical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans or a list of actual or potential customers or suppliers. (5) "Intellectual Property" shall mean all work product, property, data, documentation, "know-how", concepts or plans, inventions, discovery, compositions, innovations, computer programs, improvements, techniques, processes, designs, article of manufacture or information of any kind, or any new or useful improvements of any of the foregoing and any Trade Secrets, patents, copyrights, Confidential Information, mask work, trademark or service mark, relating in any way to the Company or its Affiliates and its or their business prepared, conceived, revised, discovered, developed, or created by Ms. Fuller for the Company or its Affiliates or by using the Company's or its Affiliates' time, personnel, facilities, equipment, knowledge, information, resources, or material.

b. Nondisclosure; Ownership of Proprietary Property. (1) Nondisclosure. In recognition of the Company's need to protect its legitimate business interests, Ms. Fuller hereby acknowledges that she has been given access to valuable Trade Secrets and Confidential Information; and she hereby covenants and agrees that she will use the Trade Secrets and Confidential Information for the Company's business purposes only, and that she will not for any reason, in any fashion, form or manner, other than as instructed by a duly authorized representative of the Company, copy, disclose, disseminate, communicate, transfer or otherwise convey to any Entity any item: (a) which is a Trade Secret, for so long as such item remains a trade secret under applicable law; or (b) which is Confidential Information, other than Trade Secrets, for a period of three (3) years from her termination. (2) Notification of Unauthorized Disclosure. Ms. Fuller shall exercise her best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information known by, disclosed or made available to her. She shall immediately notify the Company of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which she becomes aware. Ms. Fuller shall assist the Company, to the extent necessary, in the procurement or protection of the Company's or its Affiliates' rights to or in any Intellectual Property, Trade Secrets or Confidential Information and, upon the Company's request, shall assist, to the extent necessary, in the procurement or protection of any Third Party's rights to or in any Intellectual Property, Trade Secrets or Confidential Information. (3) Ownership. To the greatest extent possible, any and all Intellectual Property shall be deemed to be "work made for hire" (as defined in the Copyright Act, 17 U.S.C.A. ss.ss. 101 et seq.), and Ms. Fuller hereby

b. Nondisclosure; Ownership of Proprietary Property. (1) Nondisclosure. In recognition of the Company's need to protect its legitimate business interests, Ms. Fuller hereby acknowledges that she has been given access to valuable Trade Secrets and Confidential Information; and she hereby covenants and agrees that she will use the Trade Secrets and Confidential Information for the Company's business purposes only, and that she will not for any reason, in any fashion, form or manner, other than as instructed by a duly authorized representative of the Company, copy, disclose, disseminate, communicate, transfer or otherwise convey to any Entity any item: (a) which is a Trade Secret, for so long as such item remains a trade secret under applicable law; or (b) which is Confidential Information, other than Trade Secrets, for a period of three (3) years from her termination. (2) Notification of Unauthorized Disclosure. Ms. Fuller shall exercise her best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information known by, disclosed or made available to her. She shall immediately notify the Company of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which she becomes aware. Ms. Fuller shall assist the Company, to the extent necessary, in the procurement or protection of the Company's or its Affiliates' rights to or in any Intellectual Property, Trade Secrets or Confidential Information and, upon the Company's request, shall assist, to the extent necessary, in the procurement or protection of any Third Party's rights to or in any Intellectual Property, Trade Secrets or Confidential Information. (3) Ownership. To the greatest extent possible, any and all Intellectual Property shall be deemed to be "work made for hire" (as defined in the Copyright Act, 17 U.S.C.A. ss.ss. 101 et seq.), and Ms. Fuller hereby unconditionally and irrevocably transfers and assigns to the Company or its Affiliates all rights, title and interest she currently has or in the future may have by operation of law or otherwise in or to any Intellectual Property, including, without limitation, all patents, copyrights, trademarks, service marks and other Intellectual Property rights and agrees that the Company or its Affiliates shall have the exclusive world-wide ownership of such Intellectual Property, and that no Intellectual Property shall be treated as or deemed to be a "joint work" (as defined by the Copyright Act) of Ms. Fuller and the Company, its Affiliates or otherwise. Ms. Fuller agrees to execute and deliver to the Company or its Affiliates any transfers, assignments, documents or other instruments which the Company or its Affiliates may deem necessary or appropriate to vest complete title and ownership of any Intellectual Property, and all rights therein, exclusively in the Company or its Affiliates, as the case may be. (4) Return of Materials. Upon Ms. Fuller's termination, or at any point after that time upon the specific request of the Company, she shall return to the Company all written or descriptive materials of any kind belonging or relating to the Company or its Affiliates, including, without limitation, any Intellectual Property, Confidential Information and Trade Secrets, in her possession. 4. Transfer of Employment to Southern or a Southern Subsidiary or Affiliate. In the event that Ms. Fuller's employment by the Company is terminated and she shall become immediately re-employed by Southern or a subsidiary or an affiliate of Southern, the Company shall assign this Agreement to Southern or such subsidiary or affiliate, Southern shall accept such assignment or cause such affiliate or subsidiary to accept such assignment, such assignee shall become the "Company" for all purposes hereunder, and the profitability goals set forth on Exhibit A hereof shall be amended to appropriately reflect the performance of such assignee. In the event of such assignment, the expense of this Agreement shall be shared pro rata by the Company and any such assignee based upon the number of months after the effective date of this Agreement that Ms. Fuller is employed by the Company, and/or Southern and/or such affiliate or subsidiary of Southern, as the case may be. 5. Confidentiality and Legal Process. Ms. Fuller represents and agrees that she will keep the terms, amount and fact of this Agreement confidential and that she will not hereafter disclose any information concerning this Agreement to any one other than her personal agents, including, but not limited to, any past, present, or prospective employee or applicant for employment with Company. Notwithstanding the foregoing, nothing in this Agreement is intended to prohibit Ms. Fuller from performing any duty or obligation that shall arise as a matter of law. Specifically, Ms. Fuller shall continue to be under a duty to truthfully respond to matter of law. Specifically, Ms. Fuller 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 Ms. Fuller's right and ability to provide information to any federal, state or local government in the lawful exercise of such governments' governmental functions.

6. Successors And Assigns; Applicable Law. Except as otherwise provided in Paragraph 1.h., this Agreement shall be binding upon and inure to the benefit of Ms. Fuller and her heirs, administrators, representatives, executors, successors and assigns, and shall be binding upon and inure to the benefit of Southern, the Company and their officers, directors, employees, agents, shareholders, parent corporation and affiliates, and their respective predecessors, successors, assigns, heirs, executors and administrators and each of them, and to their heirs, administrators, representatives, executors, successors and assigns. This Agreement shall be construed and interpreted in accordance with the laws of the State of Georgia, United States of America (without giving effect to principles of conflicts of laws). 7. Complete Agreement. This Agreement shall constitute the full and complete Agreement between the parties concerning its subject matter and fully supersedes any and all other prior Agreements or understandings between the parties concerning the subject matter hereof. This Agreement shall not be modified or amended except by a written instrument signed by both Ms. Fuller and an authorized representative of Southern and the Company. 8. Severability. The unenforceability or invalidity of any particular provision of this Agreement shall not affect its other provisions, and to the extent necessary to give such other provisions effect, they shall be deemed severable. 9. Waiver Of Breach; Specific Performance. The waiver of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other breach. Each of the parties to this Agreement will be entitled to enforce its or her 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 her 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 her 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. 10. 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 the Company. Notwithstanding that Ms. Fuller may be entitled to receive the value of her benefit under the terms and conditions of this Agreement, the assets from which such amount may be paid shall at all times be subject to the claims of the Company's creditors. 11. No Effect On Other Arrangements. It is expressly understood and agreed that the payments made in accordance with this Agreement are in addition to any other benefits or compensation to which Ms. Fuller may be entitled or for which she may be eligible, whether funded or unfunded, by reason of her employment with the Company. 12. Tax Withholding. There shall be deducted from each payment under this Agreement the amount of any tax required by any governmental authority to be withheld and paid over by the Company to such governmental authority for the account of Ms. Fuller. 13. Compensation. Any compensation contributed on behalf of Ms. Fuller under this Agreement shall not be considered "compensation," as the term is defined in The Southern Company Employee Savings Plan, The Southern Company Employee Stock Ownership Plan, The Southern Company Performance Sharing Plan or The Southern Company Pension Plan. Payments under this Agreement shall not be considered wages, salaries or compensation under any other employee benefit plan. 14. No Guarantee of Employment. No provision of this Agreement shall be construed to affect in any manner the existing rights of the Company to suspend, terminate, alter, modify, whether or not for cause, the employment relationship of Ms. Fuller and the Company. IN WITNESS WHEREOF, this Agreement has been executed by the parties first listed above, effective this ____ day of ___________, 1999. THE SOUTHERN COMPANY By: ______________________________ SOUTHERN ENERGY RESOURCES, INC.

By: Ms. Fuller

Exhibit A Deferred Compensation Agreement Schedule of Profitability Goals For Performance Period The Company shall achieve a Corporate Performance Factor under the Southern Energy Resources, Inc. Short Term Incentive Plan of at least 1.0 for each of the calendar years 2000, 2001 and 2002 and an average of 1.5 for such three-year period. Achievement of the goals shall be assessed annually by the Chief Executive Officer of Southern and documented in Exhibit B of this Agreement.

Exhibit B Deferred Compensation Agreement Annual Documentation of Profitability Goals For Performance Period

Exhibit 10(a)93 CHANGE IN CONTROL AGREEMENT THIS CHANGE IN CONTROL AGREEMENT ("Agreement") made and entered into by and between The Southern Company ("Southern"), Southern Company Services, Inc. (the "Company"), and Mr. Henry Allen Franklin ("Mr. Franklin"). W I T N E S S E T H: WHEREAS, Mr. Franklin entered into an agreement with Southern and Georgia Power Company dated February 17, 1999, providing certain severance benefits under certain circumstances following a change in control (as defined herein) of Southern or Georgia Power Company (the "February 17, 1999 Agreement") WHEREAS, Mr. Franklin became an employee and Officer of the Company effective July 8, 1999 and ceased to be an employee of Georgia Power Company; WHEREAS, the Company wishes to provide to Mr. Franklin certain severance benefits under certain circumstances following a change in control (as defined herein) of Southern or the Company; and WHEREAS, the parties agree that this Agreement supersedes the February 17, 1999 Agreement in its entirety; 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:

Exhibit A Deferred Compensation Agreement Schedule of Profitability Goals For Performance Period The Company shall achieve a Corporate Performance Factor under the Southern Energy Resources, Inc. Short Term Incentive Plan of at least 1.0 for each of the calendar years 2000, 2001 and 2002 and an average of 1.5 for such three-year period. Achievement of the goals shall be assessed annually by the Chief Executive Officer of Southern and documented in Exhibit B of this Agreement.

Exhibit B Deferred Compensation Agreement Annual Documentation of Profitability Goals For Performance Period

Exhibit 10(a)93 CHANGE IN CONTROL AGREEMENT THIS CHANGE IN CONTROL AGREEMENT ("Agreement") made and entered into by and between The Southern Company ("Southern"), Southern Company Services, Inc. (the "Company"), and Mr. Henry Allen Franklin ("Mr. Franklin"). W I T N E S S E T H: WHEREAS, Mr. Franklin entered into an agreement with Southern and Georgia Power Company dated February 17, 1999, providing certain severance benefits under certain circumstances following a change in control (as defined herein) of Southern or Georgia Power Company (the "February 17, 1999 Agreement") WHEREAS, Mr. Franklin became an employee and Officer of the Company effective July 8, 1999 and ceased to be an employee of Georgia Power Company; WHEREAS, the Company wishes to provide to Mr. Franklin certain severance benefits under certain circumstances following a change in control (as defined herein) of Southern or the Company; and WHEREAS, the parties agree that this Agreement supersedes the February 17, 1999 Agreement in its entirety; 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. Franklin'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.

Exhibit B Deferred Compensation Agreement Annual Documentation of Profitability Goals For Performance Period

Exhibit 10(a)93 CHANGE IN CONTROL AGREEMENT THIS CHANGE IN CONTROL AGREEMENT ("Agreement") made and entered into by and between The Southern Company ("Southern"), Southern Company Services, Inc. (the "Company"), and Mr. Henry Allen Franklin ("Mr. Franklin"). W I T N E S S E T H: WHEREAS, Mr. Franklin entered into an agreement with Southern and Georgia Power Company dated February 17, 1999, providing certain severance benefits under certain circumstances following a change in control (as defined herein) of Southern or Georgia Power Company (the "February 17, 1999 Agreement") WHEREAS, Mr. Franklin became an employee and Officer of the Company effective July 8, 1999 and ceased to be an employee of Georgia Power Company; WHEREAS, the Company wishes to provide to Mr. Franklin certain severance benefits under certain circumstances following a change in control (as defined herein) of Southern or the Company; and WHEREAS, the parties agree that this Agreement supersedes the February 17, 1999 Agreement in its entirety; 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. Franklin'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;

Exhibit 10(a)93 CHANGE IN CONTROL AGREEMENT THIS CHANGE IN CONTROL AGREEMENT ("Agreement") made and entered into by and between The Southern Company ("Southern"), Southern Company Services, Inc. (the "Company"), and Mr. Henry Allen Franklin ("Mr. Franklin"). W I T N E S S E T H: WHEREAS, Mr. Franklin entered into an agreement with Southern and Georgia Power Company dated February 17, 1999, providing certain severance benefits under certain circumstances following a change in control (as defined herein) of Southern or Georgia Power Company (the "February 17, 1999 Agreement") WHEREAS, Mr. Franklin became an employee and Officer of the Company effective July 8, 1999 and ceased to be an employee of Georgia Power Company; WHEREAS, the Company wishes to provide to Mr. Franklin certain severance benefits under certain circumstances following a change in control (as defined herein) of Southern or the Company; and WHEREAS, the parties agree that this Agreement supersedes the February 17, 1999 Agreement in its entirety; 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. Franklin'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 Southern or any Southern Subsidiary; (D) any acquisition by a qualified pension plan or publicly held mutual fund; (E) any acquisition by a Group composed exclusively of employees of Southern, or any Southern Subsidiary; (F) any acquisition by Mr. Franklin or any Group of which Mr. Franklin is a party; or

(G) any Business Combination which would not otherwise constitute a change in control because of the application of clauses (A), (B) and (C) of Paragraph 1.(e)(iii); (ii) 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; (iii) Consummation of a Business Combination, provided, however, that such a Business Combination shall not constitute a Change in Control if all three (3) of the following conditions are met: (A) all or substantially all of the individuals and entities who held Beneficial Ownership, respectively, of Southern'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 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's Voting Securities or all or substantially all of Southern'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's Voting Securities; (B) no Person (excluding any corporation resulting from such Business Combination, any employee benefit plan (or related trust) of Southern, any Southern Subsidiary or Surviving Company, Mr. Franklin, any Group of which Mr. Franklin is a party, any Group composed exclusively of Company employees, any qualified pension plan (or related trust) or any publicly held mutual fund) 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 (C) 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. (iv) 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 the Company; provided, however, that for purposes of this Paragraph 1.(e)(iv), any acquisition by Mr. Franklin, any Group composed exclusively of employees of the Company, any Group of which Mr. Franklin is a party, any qualified pension plan (or related trust), any publicly held mutual fund, any employee benefit plan (or related trust) sponsored or maintained by Southern or any Southern Subsidiary shall not constitute a Change in Control; (v) Consummation of a reorganization, merger or consolidation of the Company (an "Employing Company Business Combination"), in each case, unless, following such Employing Company Business Combination, Southern Controls the corporation or other entity surviving or resulting from such Employing Company Business Combination; or (vi) Consummation of the sale or other disposition of all or substantially all of the assets of the Company to a corporation or other entity which Southern does not Control. (f) "COBRA Coverage" shall mean any continuation coverage to which Mr. Franklin or his dependents may be entitled pursuant to Code Section 4980B. (g) "Code" shall mean the Internal Revenue Code of 1986, as amended. (h) "Company" shall mean Southern Company Services, Inc., its successors and assigns. (i) "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 governmental agencies. (j) "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

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. (k) "Effective Date" shall mean the date of execution of this Agreement. (l) "Employee Outplacement Program" shall mean the program established by the Company from time to time for the purpose of assisting participants covered by the plan in finding employment outside of the Company which provides for the following services: (i) self-assessment, career decision and goal setting; (ii) job market research and job sources; (iii) networking and interviewing skills; (iv) planning and implementation strategy; (v) resume writing, job hunting methods and salary negotiation; and (vi) office support and job search resources. (m) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. (n) "Good Reason" shall mean, without Mr. Franklin's express written consent, after written notice to the Board, and after a thirty (30) day opportunity for the Board to cure, the continuing occurrence of any of the following events: (i) Inconsistent Duties. A meaningful and detrimental alteration in Mr. Franklin's position or in the nature or status of his responsibilities from those in effect immediately prior to the Change in Control; (ii) Reduced Salary. A reduction of five percent (5%) or more by the Company in either of the following: (i) Mr. Franklin's annual base salary rate as in effect immediately prior to the Change in Control (except for a less than ten percent (10%), across-the-board annual base salary rate reduction similarly affecting at least ninety-five percent (95%) of the Executive Employees of the Company); or (ii) the sum of Mr. Franklin's annual base salary rate plus target bonus under the PPP Plan (except for a less than ten percent (10%), across-the-board reduction of annual base salary rate plus target bonus under the PPP Plan similarly affecting at least ninety-five percent (95%) of the Executive Employees of the Company); (iii) Pension and Compensation Plans. The failure by the Company to continue in effect any pension or compensation plan or agreement in which Mr. Franklin participates or is a party as of the date of the Change in Control or the elimination of Mr. Franklin's participation therein, (except for across-the-board plan changes or terminations similarly affecting at least ninety-five percent (95%) of the Executive Employees of the Company); For purposes of this Paragraph 1.(n), a "pension plan or agreement" shall mean any written arrangement executed by an authorized officer of the Company which provides for payments upon retirement; and a "compensation plan or arrangement" shall mean any written arrangement executed by an authorized officer of the Company which provides for periodic, nondiscretionary compensatory payments in the nature of bonuses. (iv) Relocation. A change in Mr. Franklin's work location to a location more than fifty (50) miles from the office where Mr. Franklin is located at the time of the Change in Control, unless such new work location is within fifty (50) miles from Mr. Franklin's principal place of residence at the time of the Change in Control. The acceptance, if any, by Mr. Franklin of employment by the Company at a work location which is outside the fifty mile radius set forth in this Paragraph 1.(n)(iv) shall not be a waiver of Mr. Franklin's right to refuse subsequent transfer by the Company to a location which is more than fifty (50) miles from Mr. Franklin's principal place of residence at the time of the Change in Control, and such subsequent unconsented transfer shall be "Good Reason" under this Agreement; or (v) Benefits and Perquisites. The taking of any action by the Company which would directly or indirectly materially reduce the benefits enjoyed by Mr. Franklin under the Company's retirement, life insurance, medical,

health and accident, disability, deferred compensation or savings plans in which Mr. Franklin was participating immediately prior to the Change in Control; or the failure by the Company to provide Mr. Franklin with the number of paid vacation days to which Mr. Franklin is entitled on the basis of years of service with the Company in accordance with the Company's normal vacation policy in effect immediately prior to the Change in Control (except for across-the-board plan or vacation policy changes or plan terminations similarly affecting at least ninety-five percent (95%) of the Executive Employees of the Company). (vi) For purposes of this Paragraph 1.(n), the term "Executive Employee" shall mean employees of the Company of Grade Level 10 or above. (o) "Group" shall have the meaning set forth in Section 14(d) of the Exchange Act. (p) "Group Health Plan" shall mean the group health plan covering Mr. Franklin, as such plan may be amended from time to time. (q) "Group Life Insurance Plan" shall mean the group life insurance program covering Mr. Franklin, as such plan may be amended from time to time. (r) "Incumbent Board" shall mean those individuals who constitute the Southern Board as of the Effective Date plus any individual who shall become a director subsequent to such date whose election or nomination for election by Southern'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 the Effective Date 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. (s) "Month of Service" shall mean any calendar month during which Mr. Franklin has worked at least one (1) hour or was on approved leave of absence while in the employ of the Company or any affiliate or subsidiary of Southern. (t) "Pension Plan" shall mean The Southern Company Pension Plan, as such plan may be amended from time to time. (u) "Performance Dividend Plan" shall mean the Southern Company Performance Dividend Plan or any replacement thereto, as such plans may be amended from time to time. (v) "Performance Stock Plan" shall mean the Southern Company Performance Stock Plan or any replacement thereto, as such plans may be amended from time to time. (w) "Person" shall mean any individual, entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of Act. (x) "Performance Pay Plan" or "PPP Plan" shall mean the Southern Company Performance Pay Plan or any replacement thereto, as such plans may be amended from time to time. (y) "Productivity Improvement Plan" or "PIP Plan" shall mean the Southern Company Productivity Improvement Plan or replacement thereto, as such plans may be amended from time to time. (z) "Southern" shall mean The Southern Company, its successors and assigns. (aa) "Southern Board" shall mean the board of directors of Southern. (bb) "Southern Subsidiary" shall mean any corporation or other entity Controlled by Southern. (cc) "Termination for Cause" or "Cause" shall mean the termination of Mr. Franklin's employment by the Company upon the occurrence of any of the following: (i) The willful and continued failure by Mr. Franklin substantially to perform his duties with the Company (other

than any such failure resulting from Mr. Franklin's Total Disability or from Mr. Franklin's retirement or any such actual or anticipated failure resulting from termination by Mr. Franklin for Good Reason) after a written demand for substantial performance is delivered to him by the Southern Board, which demand specifically identifies the manner in which the Southern Board believes that he has not substantially performed his duties; or (ii) The willful engaging by Mr. Franklin in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise, including, but not limited to any of the following: (A) any willful act involving fraud or dishonesty in the course of Mr. Franklin's employment by the Company; (B) the willful carrying out of any activity or the making of any statement which would materially prejudice or impair the good name and standing of the Company, Southern or any Southern Subsidiary or would bring the Company, Southern or any Southern Subsidiary into contempt, ridicule or would reasonably shock or offend any community in which the Company, Southern or such Southern Subsidiary is located; (C) attendance at work in a state of intoxication or otherwise being found in possession at his workplace of any prohibited drug or substance, possession of which would amount to a criminal offense; (D) violation of the Company's policies on drug and alcohol usage, fitness for duty requirements or similar policies as may exist from time to time as adopted by the Company's safety officer; (E) assault or other act of violence against any person during the course of employment; or (F) indictment of any felony or any misdemeanor involving moral turpitude. No act or failure to act by Mr. Franklin shall be deemed "willful" unless done, or omitted to be done, by Mr. Franklin not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Mr. Franklin shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than three quarters of the entire membership of the Southern Board at a meeting of the Southern Board called and held for such purpose (after reasonable notice to Mr. Franklin and an opportunity for him, together with counsel, to be heard before the Southern Board), finding that, in the good faith opinion of the Southern Board, Mr. Franklin was guilty of conduct set forth above in clause (i) or (ii) of this Paragraph 1.(cc) and specifying the particulars thereof in detail. (dd) "Termination Date" shall mean the date on which Mr. Franklin's employment with the Company is terminated; provided, however, that solely for purposes of Paragraph 2.(c) hereof, the Termination Date shall be the effective date of his retirement pursuant to the terms of the Pension Plan. (ee) "Total Disability" shall mean Mr. Franklin's total disability within the meaning of the Pension Plan. (ff) "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. (gg) "Waiver and Release" shall mean the Waiver and Release attached hereto as Exhibit B. (hh) "Year of Service" shall mean Mr. Franklin's Months of Service divided by twelve (12) rounded to the nearest whole year, rounding up if the remaining number of months is seven (7) or greater and rounding down if the remaining number of months is less than seven (7). If Mr. Franklin has a break in his service with the Company, he will receive credit under this Agreement for service prior to the break in service only if the break in service is less than five years. 2. Severance Benefits. (a) Eligibility. Except as otherwise provided in this Paragraph 2.(a), if Mr. Franklin's employment is involuntarily terminated by the Company at any time during the two year period following a Change in Control for reasons other than Cause, or if Mr. Franklin voluntarily terminates his employment with the Company for Good Reason at

any time during the two year period following a Change in Control, Mr. Franklin shall be entitled to receive the benefits described in this Agreement upon the Company's receipt of an effective Waiver and Release. Notwithstanding anything to the contrary herein, Mr. Franklin shall not be eligible to receive benefits under this Agreement if Mr. Franklin: (i) voluntarily terminates his employment with the Company for other than Good Reason; (ii) has his employment terminated by the Company for Cause; (iii) accepts the transfer of his employment to Southern, any Southern Subsidiary or any employer that succeeds to all or substantially all of the assets of the Company, Southern or any Southern Subsidiary; (iv) refuses an offer of continued employment with the Company, any Southern Subsidiary, or any employer that succeeds to all or substantially all of the assets of the Company, Southern, or any Southern Subsidiary under circumstances where such refusal would not amount to Good Reason for voluntary termination of employment; or (v) elects to receive the benefits of any other voluntary or involuntary severance or separation program maintained by the Company; provided however, that the receipt of benefits under the terms of any retention plan or agreement shall not be deemed to be the receipt of severance or separation benefits for purposes of this Agreement. (b) Severance Benefits. If Mr. Franklin meets the eligibility requirements of Paragraph 2.(a) hereof, he shall be entitled to a cash severance benefit in an amount equal to three times his Annual Compensation (the "Severance Amount"). If any portion of the Severance Amount constitutes an "excess parachute payment" (as such term is defined under Code Section 280G ("Excess Parachute Payment")), the Company shall pay to Mr. Franklin an additional amount calculated by determining the amount of tax under Code Section 4999 that he otherwise would have paid on any Excess Parachute Payment with respect to the Change in Control and dividing such amount by a decimal determined by adding the tax rate under Code Section 4999 ("Excise Tax"), the hospital insurance tax under Code Section 3101(b) ("HI Tax") and federal and state income tax measured at the highest marginal rates ("Income Tax") and subtracting such result from the number one (1) (the "280G Gross-up"); provided, however, that no 280G Gross-up shall be paid unless the Severance Amount plus all other "parachute payments" to Mr. Franklin under Code Section 280G exceeds three (3) times Mr. Franklin's "base amount" (as such term is defined under Code Section 280G ("Base Amount")) by ten percent (10%) or more; provided further, that if no 280G Gross-up is paid, the Severance Amount shall be capped at three (3) times Mr. Franklin's Base Amount, less all other "parachute payments" (as such term is defined under Code Section 280G) received by Mr. Franklin, less one dollar (the "Capped Amount"), if the Capped Amount, reduced by HI Tax and Income Tax, exceeds what otherwise would have been the Severance Amount, reduced by HI Tax, Income Tax and Excise Tax. For purposes of this Paragraph 2.(b), whether any amount would constitute an Excess Parachute Payment and any other calculations of tax, e.g., Excise Tax, HI Tax, Income Tax, etc., or other amounts, e.g., Base Amount, Capped Amount, etc., shall be determined by the tax department of the independent public accounting firm then responsible for preparing Southern's consolidated federal income tax return, and such calculations or determinations shall be binding upon the parties hereto. (c) Welfare Benefits. If Mr. Franklin meets the eligibility requirements of Paragraph 2.(a) hereof and is not otherwise eligible to receive retiree medical and life insurance benefits provided to certain retirees pursuant to the terms of the Pension Plan, the Group Health Plan and the Group Life Insurance Plan, he shall be entitled to the benefits set forth in this Paragraph 2.(c). (i) Mr. Franklin shall be eligible to participate in the Company's Group Health Plan, upon payment of both the Company's and his monthly premium under such plan, for a period of six (6) months for each of Mr. Franklin's Years of Service, not to exceed five (5) years. If Mr. Franklin elects to receive this extended medical coverage, he shall also be entitled to elect coverage under the Group Health Plan for his dependents who were participating in the Group Health Plan on Mr. Franklin's Termination Date (and for such other dependents as may be entitled to coverage under the provisions of the Health Insurance Portability and Accountability Act of 1996) for the duration of Mr. Franklin's extended medical coverage under this Paragraph 2.(c)(i) to the extent such dependents remain eligible for dependent coverage under the terms of the Group Health Plan. (A) The extended medical coverage afforded to Mr. Franklin pursuant to Paragraph 2.(c)(i), as well as the

premiums to be paid by Mr. Franklin in connection with such coverage shall be determined in accordance with the terms of the Group Health Plan and shall be subject to any changes in the terms and conditions of the Group Health Plan as well as any future increases in premiums under the Group Health Plan. The premiums to be paid by Mr. Franklin in connection with this extended coverage shall be due on the first day of each month; provided, however, that if he fails to pay his premium within thirty (30) days of its due date, such extended coverage shall be terminated. (B) Any Group Health Plan coverage provided under Paragraph 2.(c)(i) shall be a part of and not in addition to any COBRA Coverage which Mr. Franklin or his dependents may elect. In the event that Mr. Franklin or his dependents become eligible to be covered, by virtue of re-employment or otherwise, by any employersponsored group health plan or is eligible for coverage under any government-sponsored health plan during the above period, coverage under the Company's Group Health Plan available to Mr. Franklin or his dependents by virtue of the provisions of Paragraph 2.(c)(i) shall terminate, except as may otherwise be required by law, and shall not be renewed. (ii) Mr. Franklin shall be entitled to receive cash in an amount equal to the Company's and Mr. Franklin's cost of premiums for three (3) years of coverage under the Group Health Plan and Group Life Insurance Plan in accordance with the terms of such plans as of the date of the Change in Control. (d) Incentive Plans. If Mr. Franklin meets the eligibility requirements of Paragraph 2.(a) hereof he shall be entitled to the following benefits under the Company's incentive plans: (i) Stock Option Plan. (A) Any of Mr. Franklin's Options and Stock Appreciation Rights under the Performance Stock Plan (the defined terms of which are incorporated in this Paragraph 2.(d)(i) by reference) which are outstanding as of the Termination Date and which are not then exercisable and vested, shall become fully exercisable and vested to the full extent of the original grant; provided, that in the case of a Stock Appreciation Right, if Mr. Franklin is subject to Section 16(b) of the Exchange Act, such Stock Appreciation Right shall not become fully vested and exercisable at such time if such actions would result in liability to Mr. Franklin under Section 16(b) of the Exchange Act, provided further, that any such actions not taken as a result of the rules under Section 16(b) of the Exchange Act shall be effected as of the first date that such activity would no longer result in liability under Section 16(b) of the Exchange Act. (B) The restrictions and deferral limitations applicable to any of Mr. Franklin's Restricted Stock as of the Termination Date shall lapse, and such Restricted Stock shall become free of all restrictions and limitations and become fully vested and transferable to the full extent of the original grant. (C) The restrictions and deferral limitations and other conditions applicable to any other Awards held by Mr. Franklin under the Performance Stock Plan as of the Termination Date shall lapse, and such other Awards shall become free of all restrictions, limitations or conditions and become fully vested and transferable to the full extent of the original grant. (ii) Performance Pay Plan. Provided Mr. Franklin is not entitled to benefits under Article V of the PPP Plan, (the defined terms of which are incorporated in this Paragraph 2.(d)(ii) by reference), if the PPP Plan is in place through Mr. Franklin's Termination Date and to the extent Mr. Franklin is entitled to participate therein, Mr. Franklin shall be entitled to receive cash in an amount equal to a prorated payout of his Incentive Pay Awards under the PPP Plan for the Performance Period in which the Termination Date shall have occurred, at target performance under the PPP Plan and prorated by the number of months which have passed since the beginning of the Performance Period until the Termination Date. (iii) PIP Plan. Provided Mr. Franklin is not entitled to benefits under Article IV of the PIP Plan (the defined terms of which are incorporated in this Paragraph 2.(d)(iii) by reference), if the PIP Plan is in place through Mr. Franklin's Termination Date and to the extent Mr. Franklin is entitled to participate therein, Mr. Franklin shall be entitled to receive cash in an amount equal to his Award Opportunity for the Computation Periods in which the Termination Date shall have occurred at a target Value of Performance Unit of $1.00, prorated for each Computation Period by the number of months which have passed since the beginning of each of the Computation Periods until the Termination Date.

(iv) Performance Dividend Plan. Provided Mr. Franklin is not entitled to benefits under the Performance Dividend Plan (the defined terms of which are incorporated in this Paragraph 2.(d)(iv) by reference), if the Performance Dividend Plan is in place through Mr. Franklin's Termination Date and to the extent Mr. Franklin is entitled to participate therein, Mr. Franklin shall be entitled to receive cash for each Award held by Mr. Franklin on his Termination Date, based on actual performance under Section 4.1 of the Performance Dividend Plan determined as of the most recently completed calendar quarter of the Performance Period in which the Termination Date shall have occurred, and the Annual Dividend declared prior to the Termination Date. (v) Other Short Term Incentive Plans. The provisions of this Paragraph 2.(d)(v) shall apply if and to the extent that Mr. Franklin is a participant in any other "short term compensation plan" not otherwise previously referred to in this Paragraph 2.(d). Provided Mr. Franklin is not otherwise entitled to a plan payout under any change of control provisions of such plans, if the "short term compensation plan" is in place as of the Termination Date and to the extent Mr. Franklin is entitled to participate therein, Mr. Franklin shall receive cash in an amount equal to his award under the Company's "short term incentive plan" for the annual performance period in which the Termination Date shall have occurred, at Mr. Franklin's target performance level and prorated by the number of months which have passed since the beginning of the annual performance period until his Termination Date. For purposes of this Paragraph 2.(d)(v) the term "short term incentive compensation plan" shall mean any incentive compensation plan or arrangement adopted in writing by the Company which provides for annual, recurring compensatory bonuses based upon articulated performance criteria. (e) Payment of Benefits. Any amounts due under this Agreement shall be paid in one (1) lump sum payment as soon as administratively practicable following the later of: (i) Mr. Franklin's Termination Date, or (ii) upon Mr. Franklin's tender of an effective Waiver and Release to the Company in the form of Exhibit B attached hereto and the expiration of any applicable revocation period for such waiver. In the event of a dispute with respect to liability or amount of any benefit due hereunder, an effective Waiver and Release shall be tendered at the time of final resolution of any such dispute when payment is tendered by the Company. (f) Benefits in the Event of Death. In the event of Mr. Franklin's death prior to the payment of all amounts due under this Agreement, Mr. Franklin's estate shall be entitled to receive as due any amounts not yet paid under this Agreement upon the tender by the executor or administrator of the estate of an effective Waiver and Release. (g) Legal Fees. In the event of a dispute between Mr. Franklin and the Company with regard to any amounts due hereunder, if any material issue in such dispute is finally resolved in Mr. Franklin's favor, the Company shall reimburse Mr. Franklin's legal fees incurred with respect to all issues in such dispute in an amount not to exceed fifty thousand dollars ($50,000). (h) Employee Outplacement Services. Mr. Franklin shall be eligible to participate in the Employee Outplacement Program, which program shall not be less than six (6) months duration measured from Mr. Franklin's Termination Date. (i) Non-qualified Retirement and Deferred Compensation Plans. The Parties agree that subsequent to a Change in Control, any claims by Mr. Franklin for benefits under any of the Company's non-qualified retirement or deferred compensation plans shall be resolved through binding arbitration in accordance with the provisions and procedures set forth in Paragraph 5 hereof and if any material issue in such dispute is finally resolved in Mr. Franklin's favor, the Company shall reimburse Mr. Franklin's legal fees in the manner provided in Paragraph 2.(g) hereof. 3. Transfer of Employment. In the event that Mr. Franklin's employment by the Company is terminated during the two year period following a Change in Control and Mr. Franklin accepts employment by Southern, a Southern Subsidiary, or any employer that succeeds to all or substantially all of the assets of the Company, Southern or any Southern Subsidiary, the Company shall assign this Agreement to Southern, such Southern Subsidiary, or successor employer, Southern shall accept such assignment or cause such Southern Subsidiary or successor employer to accept such assignment, and such assignee shall become the "Company" for all purposes hereunder. 4. No Mitigation. If Mr. Franklin is otherwise eligible to receive benefits under Paragraph 2 of this Agreement, he shall have no duty or obligation to seek other employment following his Termination Date and, except as otherwise provided in Paragraph 2.(a)(iii) hereof, the amounts due Mr. Franklin hereunder shall not be reduced or suspended if Mr. Franklin accepts such subsequent employment.

5. Arbitration. (a) Any dispute, controversy or claim arising out of or relating to the Company's obligations to pay severance benefits under this Agreement, or the breach thereof, shall be settled and resolved solely by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA") except as otherwise provided herein. The arbitration shall be the sole and exclusive forum for resolution of any such claim for severance benefits and the arbitrators' award shall be final and binding. The provisions of this Paragraph 5 are not intended to apply to any other disputes, claims or controversies arising out of or relating to Mr. Franklin's employment by the Company or the termination thereof. (b) Arbitration shall be initiated by serving a written notice of demand for arbitration to Mr. Franklin, in the case of the Company, or to the Southern Board, in the case of Mr. Franklin. (c) The arbitration shall be held in Atlanta, Georgia. The arbitrators shall apply the law of the State of Georgia, to the extent not preempted by federal law, excluding any law which would require the application of the law of another state. (d) The parties shall appoint arbitrators within fifteen (15) business days following service of the demand for arbitration. The number of arbitrators shall be three. One arbitrator shall be appointed by Mr. Franklin, one arbitrator shall be appointed by the Company, and the two arbitrators shall appoint a third. If the arbitrators cannot agree on a third arbitrator within thirty (30) business days after the service of demand for arbitration, the third arbitrator shall be selected by the AAA. (e) The arbitration filing fee shall be paid by Mr. Franklin. All other costs of arbitration shall be borne equally by Mr. Franklin and the Company, provided, however, that the Company shall reimburse such fees and costs in the event any material issue in such dispute is finally resolved in Mr. Franklin's favor and Mr. Franklin is reimbursed legal fees under Paragraph 2.(g) hereof. (f) The parties agree that they will faithfully observe the rules that govern any arbitration between them, they will abide by and perform any award rendered by the arbitrators in any such arbitration, including any award of injunctive relief, and a judgment of a court having jurisdiction may be entered upon an award. (g) The parties agree that nothing in this Paragraph 5 is intended to preclude upon application of either party any court having jurisdiction from issuing and enforcing in any lawful manner such temporary restraining orders, preliminary injunctions, and other interim measures of relief as may be necessary to prevent harm to a party's interests or as otherwise may be appropriate pending the conclusion of arbitration proceedings pursuant to this Agreement; regardless of whether an arbitration proceeding under this Paragraph 5 has begun. The parties further agree that nothing herein shall prevent any court from entering and enforcing in any lawful manner such judgments for permanent equitable relief as may be necessary to prevent harm to a party's interests or as otherwise may be appropriate following the issuance of arbitral awards pursuant to this Paragraph 5. 6. Miscellaneous. (a) Funding of Benefits. Unless the Board in its discretion shall determine otherwise, the benefits payable to Mr. Franklin under this Agreement shall not be funded in any manner and shall be paid by the Company out of its general assets, which assets are subject to the claims of the Company's creditors. (b) Withholding. There shall be deducted from the payment of any benefit due under this Agreement the amount of any tax required by any governmental authority to be withheld and paid over by the Company to such governmental authority for the account of Mr. Franklin. (c) Assignment. Mr. Franklin shall have no rights to sell, assign, transfer, encumber, or otherwise convey the right to receive the payment of any benefit due hereunder, which payment and the rights thereto are expressly declared to be nonassignable and nontransferable. Any attempt to do so shall be null and void and of no effect. (d) Amendment and Termination. The Agreement may be amended or terminated only by a writing executed by the parties. (e) Construction. This Agreement shall be construed in accordance with and governed by the laws of the State of

Georgia, to the extent not preempted by federal law, disregarding any provision of law which would require the application of the law of another state. (f) Pooling Accounting. Notwithstanding anything to the contrary herein, if, but for any provision of this Agreement, a Change in Control transaction would otherwise be accounted for as a pooling-of-interests under APB No.16 ("Pooling Accounting") (after giving effect to any and all other facts and circumstances affecting whether such Change in Control transaction would use Pooling Accounting), such provision or provisions of this Agreement which would otherwise cause the Change in Control transaction to be ineligible for Pooling Accounting shall be void and ineffective in such a manner and to the extent that by eliminating such provision or provisions of this Agreement, Pooling Accounting would be required for such Change in Control transaction. IN WITNESS WHEREOF, the parties hereto have executed this Agreement this ____ day of __________________, _____. THE SOUTHERN COMPANY By: ____________________________________ SOUTHERN COMPANY SERVICES, INC. By: ____________________________________ MR. FRANKLIN Henry Allen Franklin

Exhibit A CHANGE IN CONTROL AGREEMENT Target Annual Bonus for Mr. Henry Allen Franklin 65%

Exhibit B CHANGE IN CONTROL AGREEMENT Waiver and Release The attached Waiver and Release is to be given to Mr. Henry Allen Franklin upon the occurrence of an event that triggers eligibility for severance benefits under the Change in Control Agreement, as described in Paragraph 2 (a) of such agreement.

CHANGE IN CONTROL AGREEMENT Waiver and Release I, Henry Allen Franklin, understand that I am entitled to receive the severance benefits described in Section 2 of the Change in Control Agreement (the "Agreement") if I execute this Waiver and Release ("Waiver"). I understand that the benefits I will receive under the Agreement are in excess of those I would have received from

Exhibit A CHANGE IN CONTROL AGREEMENT Target Annual Bonus for Mr. Henry Allen Franklin 65%

Exhibit B CHANGE IN CONTROL AGREEMENT Waiver and Release The attached Waiver and Release is to be given to Mr. Henry Allen Franklin upon the occurrence of an event that triggers eligibility for severance benefits under the Change in Control Agreement, as described in Paragraph 2 (a) of such agreement.

CHANGE IN CONTROL AGREEMENT Waiver and Release I, Henry Allen Franklin, understand that I am entitled to receive the severance benefits described in Section 2 of the Change in Control Agreement (the "Agreement") if I execute this Waiver and Release ("Waiver"). I understand that the benefits I will receive under the Agreement are in excess of those I would have received from The Southern Company and Southern Company Services, Inc. (collectively, the "Company") if I had not elected to sign this Waiver. I recognize that I may have a claim against the Company under the Civil Rights Act of 1964 and 1991, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Energy Reorganization Act of 1974, as amended, the Americans with Disabilities Act or other federal, state and local laws. In exchange for the benefits I elect to receive, I hereby irrevocably waive and release all claims, of any kind whatsoever, whether known or unknown in connection with any claim which I ever had, may have, or now have against The Southern Company, Alabama Power Company, Georgia Power Company, Gulf Power Company, Mississippi Power Company, Savannah Electric and Power Company, Southern Communication Services, Inc., Southern Company Services, Inc., Southern Energy Resources, Inc., Southern Company Energy Solutions, Inc., Southern Nuclear Operating Company, Inc. and other direct or indirect subsidiaries of The Southern Company and their past, present and future officers, directors, employees, agents and attorneys. Nothing in this Waiver shall be construed to release claims or causes of action under the Age Discrimination in Employment Act or the Energy Reorganization Act of 1974, as amended, which arise out of events occurring after the execution date of this Waiver. In further exchange for the benefits I elect to receive, I understand and agree that I will respect the proprietary and confidential nature of any information I have obtained in the course of my service with the Company or any subsidiary or affiliate of The Southern Company. However, nothing in this Waiver shall prohibit me from engaging in protected activities under applicable law or from communicating, either voluntary or otherwise, with any governmental agency concerning any potential violation of the law. In signing this Waiver, I am not releasing claims to benefits that I am already entitled to under any workers' compensation laws or under any retirement plan or welfare benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended, which is sponsored by or adopted by the Company

Exhibit B CHANGE IN CONTROL AGREEMENT Waiver and Release The attached Waiver and Release is to be given to Mr. Henry Allen Franklin upon the occurrence of an event that triggers eligibility for severance benefits under the Change in Control Agreement, as described in Paragraph 2 (a) of such agreement.

CHANGE IN CONTROL AGREEMENT Waiver and Release I, Henry Allen Franklin, understand that I am entitled to receive the severance benefits described in Section 2 of the Change in Control Agreement (the "Agreement") if I execute this Waiver and Release ("Waiver"). I understand that the benefits I will receive under the Agreement are in excess of those I would have received from The Southern Company and Southern Company Services, Inc. (collectively, the "Company") if I had not elected to sign this Waiver. I recognize that I may have a claim against the Company under the Civil Rights Act of 1964 and 1991, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Energy Reorganization Act of 1974, as amended, the Americans with Disabilities Act or other federal, state and local laws. In exchange for the benefits I elect to receive, I hereby irrevocably waive and release all claims, of any kind whatsoever, whether known or unknown in connection with any claim which I ever had, may have, or now have against The Southern Company, Alabama Power Company, Georgia Power Company, Gulf Power Company, Mississippi Power Company, Savannah Electric and Power Company, Southern Communication Services, Inc., Southern Company Services, Inc., Southern Energy Resources, Inc., Southern Company Energy Solutions, Inc., Southern Nuclear Operating Company, Inc. and other direct or indirect subsidiaries of The Southern Company and their past, present and future officers, directors, employees, agents and attorneys. Nothing in this Waiver shall be construed to release claims or causes of action under the Age Discrimination in Employment Act or the Energy Reorganization Act of 1974, as amended, which arise out of events occurring after the execution date of this Waiver. In further exchange for the benefits I elect to receive, I understand and agree that I will respect the proprietary and confidential nature of any information I have obtained in the course of my service with the Company or any subsidiary or affiliate of The Southern Company. However, nothing in this Waiver shall prohibit me from engaging in protected activities under applicable law or from communicating, either voluntary or otherwise, with any governmental agency concerning any potential violation of the law. In signing this Waiver, I am not releasing claims to benefits that I am already entitled to under any workers' compensation laws or under any retirement plan or welfare benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended, which is sponsored by or adopted by the Company and/or any of its direct or indirect subsidiaries; however, I understand and acknowledge that nothing herein is intended to or shall be construed to require the Company to institute or continue in effect any particular plan or benefit sponsored by the Company and the Company hereby reserves the right to amend or terminate any of its benefit programs at any time in accordance with the procedures set forth in such plans. In signing this Waiver, I realize that I am waiving and releasing, among other things, any claims to benefits under any and all bonus, severance, workforce reduction, early retirement, outplacement, or any other similar type plan sponsored by the Company. I have been encouraged and advised in writing to seek advice from anyone of my choosing regarding this Waiver, including my attorney, and my accountant or tax advisor. Prior to signing this Waiver, I have been given the opportunity and sufficient time to seek such advice, and I fully understand the meaning and contents of this

CHANGE IN CONTROL AGREEMENT Waiver and Release I, Henry Allen Franklin, understand that I am entitled to receive the severance benefits described in Section 2 of the Change in Control Agreement (the "Agreement") if I execute this Waiver and Release ("Waiver"). I understand that the benefits I will receive under the Agreement are in excess of those I would have received from The Southern Company and Southern Company Services, Inc. (collectively, the "Company") if I had not elected to sign this Waiver. I recognize that I may have a claim against the Company under the Civil Rights Act of 1964 and 1991, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Energy Reorganization Act of 1974, as amended, the Americans with Disabilities Act or other federal, state and local laws. In exchange for the benefits I elect to receive, I hereby irrevocably waive and release all claims, of any kind whatsoever, whether known or unknown in connection with any claim which I ever had, may have, or now have against The Southern Company, Alabama Power Company, Georgia Power Company, Gulf Power Company, Mississippi Power Company, Savannah Electric and Power Company, Southern Communication Services, Inc., Southern Company Services, Inc., Southern Energy Resources, Inc., Southern Company Energy Solutions, Inc., Southern Nuclear Operating Company, Inc. and other direct or indirect subsidiaries of The Southern Company and their past, present and future officers, directors, employees, agents and attorneys. Nothing in this Waiver shall be construed to release claims or causes of action under the Age Discrimination in Employment Act or the Energy Reorganization Act of 1974, as amended, which arise out of events occurring after the execution date of this Waiver. In further exchange for the benefits I elect to receive, I understand and agree that I will respect the proprietary and confidential nature of any information I have obtained in the course of my service with the Company or any subsidiary or affiliate of The Southern Company. However, nothing in this Waiver shall prohibit me from engaging in protected activities under applicable law or from communicating, either voluntary or otherwise, with any governmental agency concerning any potential violation of the law. In signing this Waiver, I am not releasing claims to benefits that I am already entitled to under any workers' compensation laws or under any retirement plan or welfare benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended, which is sponsored by or adopted by the Company and/or any of its direct or indirect subsidiaries; however, I understand and acknowledge that nothing herein is intended to or shall be construed to require the Company to institute or continue in effect any particular plan or benefit sponsored by the Company and the Company hereby reserves the right to amend or terminate any of its benefit programs at any time in accordance with the procedures set forth in such plans. In signing this Waiver, I realize that I am waiving and releasing, among other things, any claims to benefits under any and all bonus, severance, workforce reduction, early retirement, outplacement, or any other similar type plan sponsored by the Company. I have been encouraged and advised in writing to seek advice from anyone of my choosing regarding this Waiver, including my attorney, and my accountant or tax advisor. Prior to signing this Waiver, I have been given the opportunity and sufficient time to seek such advice, and I fully understand the meaning and contents of this Waiver. I understand that I may take up to twenty-one (21) calendar days to consider whether or not I desire to enter this Waiver. I was not coerced, threatened or otherwise forced to sign this Waiver. I have made my choice to sign this Waiver voluntarily and of my own free will. I understand that I may revoke this Waiver at any time during the seven (7) calendar day period after I sign and deliver this Waiver to the Company. If I revoke this Waiver, I must do so in writing delivered to the Company. I understand that this Waiver is not effective until the expiration of this seven (7) calendar day revocation period. I understand that upon the expiration of such seven (7) calendar day revocation period this entire Waiver will be binding upon me and will be irrevocable.

I understand that by signing this Waiver I am giving up rights I may have. IN WITNESS WHEREOF, the undersigned hereby executes this Waiver this ____ day of ____________________, in the year _____. Henry Allen Franklin Sworn to and subscribed to me this ____ day of ____________, _____. Notary Public My Commission Expires: (Notary Seal) Acknowledged and Accepted by the Company, as defined in the Waiver. By: Date:

Exhibit 10(a)102 CHANGE IN CONTROL AGREEMENT THIS CHANGE IN CONTROL AGREEMENT ("Agreement") made and entered into by and between The Southern Company ("Southern"), Southern Company Services, Inc. (the "Company"), and Mr. Gale E. Klappa ("Mr. Klappa"). W I T N E S S E T H: WHEREAS, Mr. Klappa entered into an agreement with Southern and Southern Energy Resources, Inc. dated December 10, 1998, providing certain severance benefits under certain circumstances following a change in control (as defined herein) of Southern or Southern Energy Resources, Inc. (the "1998 Agreement); WHEREAS, Mr. Klappa became an employee and Officer of the Company effective October 6, 1999, and ceased to be an employee of Southern Energy Resources, Inc.; WHEREAS, the Company wishes to provide to Mr. Klappa certain severance benefits under certain circumstances following a change in control (as defined herein) of Southern or the Company; and WHEREAS, the parties agree that this Agreement supersedes the 1998 Agreement in its entirety; 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. Klappa'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.

Exhibit 10(a)102 CHANGE IN CONTROL AGREEMENT THIS CHANGE IN CONTROL AGREEMENT ("Agreement") made and entered into by and between The Southern Company ("Southern"), Southern Company Services, Inc. (the "Company"), and Mr. Gale E. Klappa ("Mr. Klappa"). W I T N E S S E T H: WHEREAS, Mr. Klappa entered into an agreement with Southern and Southern Energy Resources, Inc. dated December 10, 1998, providing certain severance benefits under certain circumstances following a change in control (as defined herein) of Southern or Southern Energy Resources, Inc. (the "1998 Agreement); WHEREAS, Mr. Klappa became an employee and Officer of the Company effective October 6, 1999, and ceased to be an employee of Southern Energy Resources, Inc.; WHEREAS, the Company wishes to provide to Mr. Klappa certain severance benefits under certain circumstances following a change in control (as defined herein) of Southern or the Company; and WHEREAS, the parties agree that this Agreement supersedes the 1998 Agreement in its entirety; 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. Klappa'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 Southern or any Southern Subsidiary; (D) any acquisition by a qualified pension plan or publicly held mutual fund; (E) any acquisition by a Group composed exclusively of employees of Southern, or any Southern Subsidiary; (F) any acquisition by Mr. Klappa or any Group of which Mr. Klappa is a party; or

(G) any Business Combination which would not otherwise constitute a change in control because of the application of clauses (A), (B) and (C) of Paragraph 1.(e)(iii); (ii) 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; (iii) Consummation of a Business Combination, provided, however, that such a Business Combination shall not constitute a Change in Control if all three (3) of the following conditions are met: (A) all or substantially all of the individuals and entities who held Beneficial Ownership, respectively, of Southern'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 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's Voting Securities or all or substantially all of Southern'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's Voting Securities; (B) no Person (excluding any corporation resulting from such Business Combination, any employee benefit plan (or related trust) of Southern, any Southern Subsidiary or Surviving Company, Mr. Klappa, any Group of which Mr. Klappa is a party, any Group composed exclusively of Company employees, any qualified pension plan (or related trust) or any publicly held mutual fund) 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 (C) 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. (iv) 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 the Company; provided, however, that for purposes of this Paragraph 1.(e)(iv), any acquisition by Mr. Klappa, any Group composed exclusively of employees of the Company, any Group of which Mr. Klappa is a party, any qualified pension plan (or related trust), any publicly held mutual fund, any employee benefit plan (or related trust) sponsored or maintained by Southern or any Southern Subsidiary shall not constitute a Change in Control; (v) Consummation of a reorganization, merger or consolidation of the Company (an "Employing Company Business Combination"), in each case, unless, following such Employing Company Business Combination, Southern Controls the corporation or other entity surviving or resulting from such Employing Company Business Combination; or (vi) Consummation of the sale or other disposition of all or substantially all of the assets of the Company to a corporation or other entity which Southern does not Control. (f) "COBRA Coverage" shall mean any continuation coverage to which Mr. Klappa or his dependents may be entitled pursuant to Code Section 4980B. (g) "Code" shall mean the Internal Revenue Code of 1986, as amended. (h) "Company" shall mean Southern Company Services, Inc., its successors and assigns. (i) "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 governmental agencies. (j) "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

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. (k) "DIC Plan" shall mean the Southern Energy Resources, Inc. Deferred Incentive Compensation Plan or replacement thereto, as such plans may be amended from time to time. (l) "Effective Date" shall mean the date of execution of this Agreement. (m) "Employee Outplacement Program" shall mean the program established by the Company from time to time for the purpose of assisting participants covered by the plan in finding employment outside of the Company which provides for the following services: (i) self-assessment, career decision and goal setting; (ii) job market research and job sources; (iii) networking and interviewing skills; (iv) planning and implementation strategy; (v) resume writing, job hunting methods and salary negotiation; and (vi) office support and job search resources. (n) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. (o) "Good Reason" shall mean, without Mr. Klappa's express written consent, after written notice to the Board, and after a thirty (30) day opportunity for the Board to cure, the continuing occurrence of any of the following events: (i) Inconsistent Duties. A meaningful and detrimental alteration in Mr. Klappa's position or in the nature or status of his responsibilities from those in effect immediately prior to the Change in Control; (ii) Reduced Salary. A reduction of five percent (5%) or more by the Company in either of the following: (i) Mr. Klappa's annual base salary rate as in effect immediately prior to the Change in Control (except for a less than ten percent (10%), across-the-board annual base salary rate reduction similarly affecting at least ninety-five percent (95%) of the Executive Employees of the Company); or (ii) the sum of Mr. Klappa's annual base salary rate plus target bonus under the PPP Plan (except for a less than ten percent (10%), across-the-board reduction of annual base salary rate plus target bonus under the PPP Plan similarly affecting at least ninety-five percent (95%) of the Executive Employees of the Company); (iii) Pension and Compensation Plans. The failure by the Company to continue in effect any pension or compensation plan or agreement in which Mr. Klappa participates or is a party as of the date of the Change in Control or the elimination of Mr. Klappa's participation therein, (except for across-the-board plan changes or terminations similarly affecting at least ninety-five percent (95%) of the Executive Employees of the Company). For purposes of this Paragraph 1.(o), a "pension plan or agreement" shall mean any written arrangement executed by an authorized officer of the Company which provides for payments upon retirement; and a "compensation plan or arrangement" shall mean any written arrangement executed by an authorized officer of the Company which provides for periodic, nondiscretionary compensatory payments in the nature of bonuses. (iv) Relocation. A change in Mr. Klappa's work location to a location more than fifty (50) miles from the office where Mr. Klappa is located at the time of the Change in Control, unless such new work location is within fifty (50) miles from Mr. Klappa's principal place of residence at the time of the Change in Control. The acceptance, if any, by Mr. Klappa of employment by the Company at a work location which is outside the fifty mile radius set forth in this Paragraph 1.(o)(iv) shall not be a waiver of Mr. Klappa's right to refuse subsequent transfer by the Company to a location which is more than fifty (50) miles from Mr. Klappa's principal place of residence at the time of the Change in Control, and such subsequent unconsented transfer shall be "Good Reason" under this Agreement; or

(v) Benefits and Perquisites. The taking of any action by the Company which would directly or indirectly materially reduce the benefits enjoyed by Mr. Klappa under the Company's retirement, life insurance, medical, health and accident, disability, deferred compensation or savings plans in which Mr. Klappa was participating immediately prior to the Change in Control; or the failure by the Company to provide Mr. Klappa with the number of paid vacation days to which Mr. Klappa is entitled on the basis of years of service with the Company in accordance with the Company's normal vacation policy in effect immediately prior to the Change in Control (except for across-the-board plan or vacation policy changes or plan terminations similarly affecting at least ninety-five percent (95%) of the Executive Employees of the Company). (vi) For purposes of this Paragraph 1.(o), the term "Executive Employee" shall mean those employees of the Company of Grade Level 10 or above. (p) "Group" shall have the meaning set forth in Section 14(d) of the Exchange Act. (q) "Group Health Plan" shall mean the group health plan covering Mr. Klappa, as such plan may be amended from time to time. (r) "Group Life Insurance Plan" shall mean the group life insurance program covering Mr. Klappa, as such plan may be amended from time to time. (s) "Incumbent Board" shall mean those individuals who constitute the Southern Board as of the Effective Date plus any individual who shall become a director subsequent to such date whose election or nomination for election by Southern'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 the Effective Date 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. (t) "Month of Service" shall mean any calendar month during which Mr. Klappa has worked at least one (1) hour or was on approved leave of absence while in the employ of the Company or any affiliate or subsidiary of Southern. (u) "Pension Plan" shall mean The Southern Company Pension Plan, as such plan may be amended from time to time. (v) "Performance Dividend Plan" shall mean the Southern Company Performance Dividend Plan or any replacement thereto, as such plans may be amended from time to time. (w) "Performance Stock Plan" shall mean the Southern Company Performance Stock Plan or any replacement thereto, as such plans may be amended from time to time. (x) "Person" shall mean any individual, entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of Act. (y) "Performance Pay Plan" or "PPP Plan" shall mean the Southern Company Performance Pay Plan or any replacement thereto, as such plans may be amended from time to time. (z) "Productivity Improvement Plan" or "PIP Plan" shall mean the Southern Company Productivity Improvement Plan or replacement thereto, as such plans may be amended from time to time. (aa) "Southern" shall mean The Southern Company, its successors and assigns. (bb) "Southern Board" shall mean the board of directors of Southern. (cc) "Southern Subsidiary" shall mean any corporation or other entity Controlled by Southern. (dd) "Termination for Cause" or "Cause" shall mean the termination of Mr. Klappa's employment by the Company upon the occurrence of any of the following:

(i) The willful and continued failure by Mr. Klappa substantially to perform his duties with the Company (other than any such failure resulting from Mr. Klappa's Total Disability or from Mr. Klappa's retirement or any such actual or anticipated failure resulting from termination by Mr. Klappa for Good Reason) after a written demand for substantial performance is delivered to him by the Southern Board, which demand specifically identifies the manner in which the Southern Board believes that he has not substantially performed his duties; or (ii) The willful engaging by Mr. Klappa in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise, including, but not limited to any of the following: (A) any willful act involving fraud or dishonesty in the course of Mr. Klappa's employment by the Company; (B) the willful carrying out of any activity or the making of any statement which would materially prejudice or impair the good name and standing of the Company, Southern or any Southern Subsidiary or would bring the Company, Southern or any Southern Subsidiary into contempt, ridicule or would reasonably shock or offend any community in which the Company, Southern or such Southern Subsidiary is located; (C) attendance at work in a state of intoxication or otherwise being found in possession at his workplace of any prohibited drug or substance, possession of which would amount to a criminal offense; (D) violation of the Company's policies on drug and alcohol usage, fitness for duty requirements or similar policies as may exist from time to time as adopted by the Company's safety officer; (E) assault or other act of violence against any person during the course of employment; or (F) indictment of any felony or any misdemeanor involving moral turpitude. No act or failure to act by Mr. Klappa shall be deemed "willful" unless done, or omitted to be done, by Mr. Klappa not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Mr. Klappa shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than three quarters of the entire membership of the Southern Board at a meeting of the Southern Board called and held for such purpose (after reasonable notice to Mr. Klappa and an opportunity for him, together with counsel, to be heard before the Southern Board), finding that, in the good faith opinion of the Southern Board, Mr. Klappa was guilty of conduct set forth above in clause (i) or (ii) of this Paragraph 1.(dd) and specifying the particulars thereof in detail. (ee) "Termination Date" shall mean the date on which Mr. Klappa's employment with the Company is terminated; provided, however, that solely for purposes of Paragraph 2.(c) hereof, the Termination Date shall be the effective date of his retirement pursuant to the terms of the Pension Plan. (ff) "Total Disability" shall mean Mr. Klappa's total disability within the meaning of the Pension Plan. (gg) "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. (hh) "Waiver and Release" shall mean the Waiver and Release attached hereto as Exhibit B. (ii) "Year of Service" shall mean Mr. Klappa's Months of Service divided by twelve (12) rounded to the nearest whole year, rounding up if the remaining number of months is seven (7) or greater and rounding down if the remaining number of months is less than seven (7). If Mr. Klappa has a break in his service with the Company, he will receive credit under this Agreement for service prior to the break in service only if the break in service is less than five years. 2. Severance Benefits. (a) Eligibility. Except as otherwise provided in this Paragraph 2.(a), if Mr. Klappa's employment is involuntarily terminated by the Company at any time during the two year period following a Change in Control for reasons

terminated by the Company at any time during the two year period following a Change in Control for reasons other than Cause, or if Mr. Klappa voluntarily terminates his employment with the Company for Good Reason at any time during the two year period following a Change in Control, Mr. Klappa shall be entitled to receive the benefits described in this Agreement upon the Company's receipt of an effective Waiver and Release. Notwithstanding anything to the contrary herein, Mr. Klappa shall not be eligible to receive benefits under this Agreement if Mr. Klappa: (i) voluntarily terminates his employment with the Company for other than Good Reason; (ii) has his employment terminated by the Company for Cause; (iii) accepts the transfer of his employment to Southern, any Southern Subsidiary or any employer that succeeds to all or substantially all of the assets of the Company, Southern or any Southern Subsidiary; (iv) refuses an offer of continued employment with the Company, any Southern Subsidiary, or any employer that succeeds to all or substantially all of the assets of the Company, Southern, or any Southern Subsidiary under circumstances where such refusal would not amount to Good Reason for voluntary termination of employment; or (v) elects to receive the benefits of any other voluntary or involuntary severance or separation program maintained by the Company; provided however, that the receipt of benefits under the terms of any retention plan or agreement shall not be deemed to be the receipt of severance or separation benefits for purposes of this Agreement. (b) Severance Benefits. If Mr. Klappa meets the eligibility requirements of Paragraph 2.(a) hereof, he shall be entitled to a cash severance benefit in an amount equal to three times his Annual Compensation (the "Severance Amount"). If any portion of the Severance Amount constitutes an "excess parachute payment" (as such term is defined under Code Section 280G ("Excess Parachute Payment")), the Company shall pay to Mr. Klappa an additional amount calculated by determining the amount of tax under Code Section 4999 that he otherwise would have paid on any Excess Parachute Payment with respect to the Change in Control and dividing such amount by a decimal determined by adding the tax rate under Code Section 4999 ("Excise Tax"), the hospital insurance tax under Code Section 3101(b) ("HI Tax") and federal and state income tax measured at the highest marginal rates ("Income Tax") and subtracting such result from the number one (1) (the "280G Gross-up"); provided, however, that no 280G Gross-up shall be paid unless the Severance Amount plus all other "parachute payments" to Mr. Klappa under Code Section 280G exceeds three (3) times Mr. Klappa's "base amount" (as such term is defined under Code Section 280G ("Base Amount")) by ten percent (10%) or more; provided further, that if no 280G Gross-up is paid, the Severance Amount shall be capped at three (3) times Mr. Klappa's Base Amount, less all other "parachute payments" (as such term is defined under Code Section 280G) received by Mr. Klappa, less one dollar (the "Capped Amount"), if the Capped Amount, reduced by HI Tax and Income Tax, exceeds what otherwise would have been the Severance Amount, reduced by HI Tax, Income Tax and Excise Tax. For purposes of this Paragraph 2.(b), whether any amount would constitute an Excess Parachute Payment and any other calculations of tax, e.g., Excise Tax, HI Tax, Income Tax, etc., or other amounts, e.g., Base Amount, Capped Amount, etc., shall be determined by the tax department of the independent public accounting firm then responsible for preparing Southern's consolidated federal income tax return, and such calculations or determinations shall be binding upon the parties hereto. (c) Welfare Benefits. If Mr. Klappa meets the eligibility requirements of Paragraph 2.(a) hereof and is not otherwise eligible to receive retiree medical and life insurance benefits provided to certain retirees pursuant to the terms of the Pension Plan, the Group Health Plan and the Group Life Insurance Plan, he shall be entitled to the benefits set forth in this Paragraph 2.(c). (i) Mr. Klappa shall be eligible to participate in the Company's Group Health Plan, upon payment of both the Company's and his monthly premium under such plan, for a period of six (6) months for each of Mr. Klappa's Years of Service, not to exceed five (5) years. If Mr. Klappa elects to receive this extended medical coverage, he shall also be entitled to elect coverage under the Group Health Plan for his dependents who were participating in the Group Health Plan on Mr. Klappa's Termination Date (and for such other dependents as may be entitled to coverage under the provisions of the Health Insurance Portability and Accountability Act of 1996) for the duration of Mr. Klappa's extended medical coverage under this Paragraph 2.(c)(i) to the extent such dependents

remain eligible for dependent coverage under the terms of the Group Health Plan. (A) The extended medical coverage afforded to Mr. Klappa pursuant to Paragraph 2.(c)(i), as well as the premiums to be paid by Mr. Klappa in connection with such coverage shall be determined in accordance with the terms of the Group Health Plan and shall be subject to any changes in the terms and conditions of the Group Health Plan as well as any future increases in premiums under the Group Health Plan. The premiums to be paid by Mr. Klappa in connection with this extended coverage shall be due on the first day of each month; provided, however, that if he fails to pay his premium within thirty (30) days of its due date, such extended coverage shall be terminated. (B) Any Group Health Plan coverage provided under Paragraph 2.(c)(i) shall be a part of and not in addition to any COBRA Coverage which Mr. Klappa or his dependents may elect. In the event that Mr. Klappa or his dependents become eligible to be covered, by virtue of re-employment or otherwise, by any employersponsored group health plan or is eligible for coverage under any government-sponsored health plan during the above period, coverage under the Company's Group Health Plan available to Mr. Klappa or his dependents by virtue of the provisions of Paragraph 2.(c)(i) shall terminate, except as may otherwise be required by law, and shall not be renewed. (ii) Mr. Klappa shall be entitled to receive cash in an amount equal to the Company's and Mr. Klappa's cost of premiums for three (3) years of coverage under the Group Health Plan and Group Life Insurance Plan in accordance with the terms of such plans as of the date of the Change in Control. (d) Incentive Plans. If Mr. Klappa meets the eligibility requirements of Paragraph 2.(a) hereof he shall be entitled to the following benefits under the Company's incentive plans: (i) Stock Option Plan. (A) Any of Mr. Klappa's Options and Stock Appreciation Rights under the Performance Stock Plan (the defined terms of which are incorporated in this Paragraph 2.(d)(i) by reference) which are outstanding as of the Termination Date and which are not then exercisable and vested, shall become fully exercisable and vested to the full extent of the original grant; provided, that in the case of a Stock Appreciation Right, if Mr. Klappa is subject to Section 16(b) of the Exchange Act, such Stock Appreciation Right shall not become fully vested and exercisable at such time if such actions would result in liability to Mr. Klappa under Section 16(b) of the Exchange Act, provided further, that any such actions not taken as a result of the rules under Section 16(b) of the Exchange Act shall be effected as of the first date that such activity would no longer result in liability under Section 16(b) of the Exchange Act. (B) The restrictions and deferral limitations applicable to any of Mr. Klappa's Restricted Stock as of the Termination Date shall lapse, and such Restricted Stock shall become free of all restrictions and limitations and become fully vested and transferable to the full extent of the original grant. (C) The restrictions and deferral limitations and other conditions applicable to any other Awards held by Mr. Klappa under the Performance Stock Plan as of the Termination Date shall lapse, and such other Awards shall become free of all restrictions, limitations or conditions and become fully vested and transferable to the full extent of the original grant. (ii) Performance Pay Plan. Provided Mr. Klappa is not entitled to benefits under Article V of the PPP Plan, (the defined terms of which are incorporated in this Paragraph 2.(d)(ii) by reference), if the PPP Plan is in place through Mr. Klappa's Termination Date and to the extent Mr. Klappa is entitled to participate therein, Mr. Klappa shall be entitled to receive cash in an amount equal to a prorated payout of his Incentive Pay Awards under the PPP Plan for the Performance Period in which the Termination Date shall have occurred, at target performance under the PPP Plan and prorated by the number of months which have passed since the beginning of the Performance Period until the Termination Date. (iii) PIP Plan. Provided Mr. Klappa is not entitled to benefits under Article IV of the PIP Plan (the defined terms of which are incorporated in this Paragraph 2.(d)(iii) by reference), if the PIP Plan is in place through Mr. Klappa's Termination Date and to the extent Mr. Klappa is entitled to participate therein, Mr. Klappa shall be entitled to receive cash in an amount equal to his Award Opportunity for the Computation Periods in which the

Termination Date shall have occurred at a target Value of Performance Unit of $1.00, prorated for each Computation Period by the number of months which have passed since the beginning of the Computation Periods until the Termination Date. (iv) Performance Dividend Plan. Provided Mr. Klappa is not entitled to benefits under the Performance Dividend Plan (the defined terms of which are incorporated in this Paragraph 2.(d)(iv) by reference), if the Performance Dividend Plan is in place through Mr. Klappa's Termination Date and to the extent Mr. Klappa is entitled to participate therein, Mr. Klappa shall be entitled to receive cash for each Award held by Mr. Klappa on his Termination Date, based on actual performance under Section 4.1 of the Performance Dividend Plan determined as of the most recently completed calendar quarter of the Performance Period in which the Termination Date shall have occurred, and the Annual Dividend declared prior to the Termination Date. (v) Other Short Term Incentive Plans. The provisions of this Paragraph 2.(d)(v) shall apply if and to the extent that Mr. Klappa is a participant in any other "short term compensation plan" not otherwise previously referred to in this Paragraph 2.(d). Provided Mr. Klappa is not otherwise entitled to a plan payout under any change of control provisions of such plans, if the "short term compensation plan" is in place as of the Termination Date and to the extent Mr. Klappa is entitled to participate therein, Mr. Klappa shall receive cash in an amount equal to his award under the Company's "short term incentive plan" for the annual performance period in which the Termination Date shall have occurred, at Mr. Klappa's target performance level and prorated by the number of months which have passed since the beginning of the annual performance period until his Termination Date. For purposes of this Paragraph 2.(d)(v) the term "short term incentive compensation plan" shall mean any incentive compensation plan or arrangement adopted in writing by the Company which provides for annual, recurring compensatory bonuses based upon articulated performance criteria. (vi) DIC Plan. Provided Mr. Klappa is not entitled to benefits under Article V of the DIC Plan (the defined terms of which are incorporated into this Paragraph 2(d)(vi) by reference), if the DIC Plan is in place through Mr. Klappa's Termination Date and to the extent that Mr. Klappa is entitled to participate therein, any of Mr. Klappa's Awards as of the Termination Date which are not then vested shall become fully vested and Mr. Klappa shall be entitled to receive cash in the amount equal to Mr. Klappa's Account as of his Termination Date. Notwithstanding anything in the DIC Plan to the contrary, the investment return on the Awards determined in accordance with Section 3.1 of the DIC Plan for any Plan Year following a Change in Control shall be no less than the investment return determined in accordance with Section 3.1 of the DIC Plan as of the date of such Change in Control with respect to those Accounts which are outstanding as of the date of such Change in Control. (e) Payment of Benefits. Any amounts due under this Agreement shall be paid in one (1) lump sum payment as soon as administratively practicable following the later of: (i) Mr. Klappa's Termination Date, or (ii) upon Mr. Klappa's tender of an effective Waiver and Release to the Company in the form of Exhibit B attached hereto and the expiration of any applicable revocation period for such waiver. In the event of a dispute with respect to liability or amount of any benefit due hereunder, an effective Waiver and Release shall be tendered at the time of final resolution of any such dispute when payment is tendered by the Company. (f) Benefits in the Event of Death. In the event of Mr. Klappa's death prior to the payment of all amounts due under this Agreement, Mr. Klappa's estate shall be entitled to receive as due any amounts not yet paid under this Agreement upon the tender by the executor or administrator of the estate of an effective Waiver and Release. (g) Legal Fees. In the event of a dispute between Mr. Klappa and the Company with regard to any amounts due hereunder, if any material issue in such dispute is finally resolved in Mr. Klappa's favor, the Company shall reimburse Mr. Klappa's legal fees incurred with respect to all issues in such dispute in an amount not to exceed fifty thousand dollars ($50,000). (h) Employee Outplacement Services. Mr. Klappa shall be eligible to participate in the Employee Outplacement Program, which program shall not be less than six (6) months duration measured from Mr. Klappa's Termination Date. (i) Non-qualified Retirement and Deferred Compensation Plans. The Parties agree that subsequent to a Change in Control, any claims by Mr. Klappa for benefits under any of the Company's non-qualified retirement or deferred compensation plans shall be resolved through binding arbitration in accordance with the provisions and procedures set forth in Paragraph 5 hereof and if any material issue in such dispute is finally resolved in Mr.

Klappa's favor, the Company shall reimburse Mr. Klappa's legal fees in the manner provided in Paragraph 2.(g) hereof. 3. Transfer of Employment. In the event that Mr. Klappa's employment by the Company is terminated during the two year period following a Change in Control and Mr. Klappa accepts employment by Southern, a Southern Subsidiary, or any employer that succeeds to all or substantially all of the assets of the Company, Southern or any Southern Subsidiary, the Company shall assign this Agreement to Southern, such Southern Subsidiary, or successor employer, Southern shall accept such assignment or cause such Southern Subsidiary or successor employer to accept such assignment, and such assignee shall become the "Company" for all purposes hereunder. 4. No Mitigation. If Mr. Klappa is otherwise eligible to receive benefits under Paragraph 2 of this Agreement, he shall have no duty or obligation to seek other employment following his Termination Date and, except as otherwise provided in Paragraph 2.(a)(iii) hereof, the amounts due Mr. Klappa hereunder shall not be reduced or suspended if Mr. Klappa accepts such subsequent employment. 5. Arbitration. (a) Any dispute, controversy or claim arising out of or relating to the Company's obligations to pay severance benefits under this Agreement, or the breach thereof, shall be settled and resolved solely by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA") except as otherwise provided herein. The arbitration shall be the sole and exclusive forum for resolution of any such claim for severance benefits and the arbitrators' award shall be final and binding. The provisions of this Paragraph 5 are not intended to apply to any other disputes, claims or controversies arising out of or relating to Mr. Klappa's employment by the Company or the termination thereof. (b) Arbitration shall be initiated by serving a written notice of demand for arbitration to Mr. Klappa, in the case of the Company, or to the Southern Board, in the case of Mr. Klappa. (c) The arbitration shall be held in Atlanta, Georgia. The arbitrators shall apply the law of the State of Georgia, to the extent not preempted by federal law, excluding any law which would require the application of the law of another state. (d) The parties shall appoint arbitrators within fifteen (15) business days following service of the demand for arbitration. The number of arbitrators shall be three. One arbitrator shall be appointed by Mr. Klappa, one arbitrator shall be appointed by the Company, and the two arbitrators shall appoint a third. If the arbitrators cannot agree on a third arbitrator within thirty (30) business days after the service of demand for arbitration, the third arbitrator shall be selected by the AAA. (e) The arbitration filing fee shall be paid by Mr. Klappa. All other costs of arbitration shall be borne equally by Mr. Klappa and the Company, provided, however, that the Company shall reimburse such fees and costs in the event any material issue in such dispute is finally resolved in Mr. Klappa's favor and Mr. Klappa is reimbursed legal fees under Paragraph 2.(g) hereof. (f) The parties agree that they will faithfully observe the rules that govern any arbitration between them, they will abide by and perform any award rendered by the arbitrators in any such arbitration, including any award of injunctive relief, and a judgment of a court having jurisdiction may be entered upon an award. (g) The parties agree that nothing in this Paragraph 5 is intended to preclude upon application of either party any court having jurisdiction from issuing and enforcing in any lawful manner such temporary restraining orders, preliminary injunctions, and other interim measures of relief as may be necessary to prevent harm to a party's interests or as otherwise may be appropriate pending the conclusion of arbitration proceedings pursuant to this Agreement; regardless of whether an arbitration proceeding under this Paragraph 5 has begun. The parties further agree that nothing herein shall prevent any court from entering and enforcing in any lawful manner such judgments for permanent equitable relief as may be necessary to prevent harm to a party's interests or as otherwise may be appropriate following the issuance of arbitral awards pursuant to this Paragraph 5. 6. Miscellaneous. (a) Funding of Benefits. Unless the Board in its discretion shall determine otherwise, the benefits payable to Mr.

Klappa under this Agreement shall not be funded in any manner and shall be paid by the Company out of its general assets, which assets are subject to the claims of the Company's creditors. (b) Withholding. There shall be deducted from the payment of any benefit due under this Agreement the amount of any tax required by any governmental authority to be withheld and paid over by the Company to such governmental authority for the account of Mr. Klappa. (c) Assignment. Mr. Klappa shall have no rights to sell, assign, transfer, encumber, or otherwise convey the right to receive the payment of any benefit due hereunder, which payment and the rights thereto are expressly declared to be nonassignable and nontransferable. Any attempt to do so shall be null and void and of no effect. (d) Amendment and Termination. The Agreement may be amended or terminated only by a writing executed by the parties. (e) Construction. This Agreement shall be construed in accordance with and governed by the laws of the State of Georgia, to the extent not preempted by federal law, disregarding any provision of law which would require the application of the law of another state. (f) Pooling Accounting. Notwithstanding anything to the contrary herein, if, but for any provision of this Agreement, a Change in Control transaction would otherwise be accounted for as a pooling-of-interests under APB No.16 ("Pooling Accounting") (after giving effect to any and all other facts and circumstances affecting whether such Change in Control transaction would use Pooling Accounting), such provision or provisions of this Agreement which would otherwise cause the Change in Control transaction to be ineligible for Pooling Accounting shall be void and ineffective in such a manner and to the extent that by eliminating such provision or provisions of this Agreement, Pooling Accounting would be required for such Change in Control transaction.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement this ____ day of __________________, _____. THE SOUTHERN COMPANY By: ____________________________________ SOUTHERN COMPANY SERVICES, INC. By: ____________________________________ MR. KLAPPA Gale E. Klappa

Exhibit A CHANGE IN CONTROL AGREEMENT Target Annual Bonus for Mr. Gale E. Klappa 45 %

IN WITNESS WHEREOF, the parties hereto have executed this Agreement this ____ day of __________________, _____. THE SOUTHERN COMPANY By: ____________________________________ SOUTHERN COMPANY SERVICES, INC. By: ____________________________________ MR. KLAPPA Gale E. Klappa

Exhibit A CHANGE IN CONTROL AGREEMENT Target Annual Bonus for Mr. Gale E. Klappa 45 %

Exhibit B CHANGE IN CONTROL AGREEMENT Waiver and Release The attached Waiver and Release is to be given to Mr. Gale E. Klappa upon the occurrence of an event that triggers eligibility for severance benefits under the Change in Control Agreement, as described in Paragraph 2(a) of such agreement.

CHANGE IN CONTROL AGREEMENT Waiver and Release I, Gale E. Klappa, understand that I am entitled to receive the severance benefits described in Section 2 of the Change in Control Agreement (the "Agreement") if I execute this Waiver and Release ("Waiver"). I understand that the benefits I will receive under the Agreement are in excess of those I would have received from The Southern Company and Southern Company Services, Inc. (collectively, the "Company") if I had not elected to sign this Waiver. I recognize that I may have a claim against the Company under the Civil Rights Act of 1964 and 1991, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Energy Reorganization Act of 1974, as amended, the Americans with Disabilities Act or other federal, state and local laws.

Exhibit A CHANGE IN CONTROL AGREEMENT Target Annual Bonus for Mr. Gale E. Klappa 45 %

Exhibit B CHANGE IN CONTROL AGREEMENT Waiver and Release The attached Waiver and Release is to be given to Mr. Gale E. Klappa upon the occurrence of an event that triggers eligibility for severance benefits under the Change in Control Agreement, as described in Paragraph 2(a) of such agreement.

CHANGE IN CONTROL AGREEMENT Waiver and Release I, Gale E. Klappa, understand that I am entitled to receive the severance benefits described in Section 2 of the Change in Control Agreement (the "Agreement") if I execute this Waiver and Release ("Waiver"). I understand that the benefits I will receive under the Agreement are in excess of those I would have received from The Southern Company and Southern Company Services, Inc. (collectively, the "Company") if I had not elected to sign this Waiver. I recognize that I may have a claim against the Company under the Civil Rights Act of 1964 and 1991, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Energy Reorganization Act of 1974, as amended, the Americans with Disabilities Act or other federal, state and local laws. In exchange for the benefits I elect to receive, I hereby irrevocably waive and release all claims, of any kind whatsoever, whether known or unknown in connection with any claim which I ever had, may have, or now have against The Southern Company, Alabama Power Company, Georgia Power Company, Gulf Power Company, Mississippi Power Company, Savannah Electric and Power Company, Southern Communication Services, Inc., Southern Company Services, Inc., Southern Energy Resources, Inc., Southern Company Energy Solutions, Inc., Southern Nuclear Operating Company, Inc. and other direct or indirect subsidiaries of The Southern Company and their past, present and future officers, directors, employees, agents and attorneys. Nothing in this Waiver shall be construed to release claims or causes of action under the Age Discrimination in Employment Act or the Energy Reorganization Act of 1974, as amended, which arise out of events occurring after the execution date of this Waiver. In further exchange for the benefits I elect to receive, I understand and agree that I will respect the proprietary and confidential nature of any information I have obtained in the course of my service with the Company or any subsidiary or affiliate of The Southern Company. However, nothing in this Waiver shall prohibit me from engaging in protected activities under applicable law or from communicating, either voluntary or otherwise, with any governmental agency concerning any potential violation of the law. In signing this Waiver, I am not releasing claims to benefits that I am already entitled to under any workers' compensation laws or under any retirement plan or welfare benefit plan within the meaning of the Employee

Exhibit B CHANGE IN CONTROL AGREEMENT Waiver and Release The attached Waiver and Release is to be given to Mr. Gale E. Klappa upon the occurrence of an event that triggers eligibility for severance benefits under the Change in Control Agreement, as described in Paragraph 2(a) of such agreement.

CHANGE IN CONTROL AGREEMENT Waiver and Release I, Gale E. Klappa, understand that I am entitled to receive the severance benefits described in Section 2 of the Change in Control Agreement (the "Agreement") if I execute this Waiver and Release ("Waiver"). I understand that the benefits I will receive under the Agreement are in excess of those I would have received from The Southern Company and Southern Company Services, Inc. (collectively, the "Company") if I had not elected to sign this Waiver. I recognize that I may have a claim against the Company under the Civil Rights Act of 1964 and 1991, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Energy Reorganization Act of 1974, as amended, the Americans with Disabilities Act or other federal, state and local laws. In exchange for the benefits I elect to receive, I hereby irrevocably waive and release all claims, of any kind whatsoever, whether known or unknown in connection with any claim which I ever had, may have, or now have against The Southern Company, Alabama Power Company, Georgia Power Company, Gulf Power Company, Mississippi Power Company, Savannah Electric and Power Company, Southern Communication Services, Inc., Southern Company Services, Inc., Southern Energy Resources, Inc., Southern Company Energy Solutions, Inc., Southern Nuclear Operating Company, Inc. and other direct or indirect subsidiaries of The Southern Company and their past, present and future officers, directors, employees, agents and attorneys. Nothing in this Waiver shall be construed to release claims or causes of action under the Age Discrimination in Employment Act or the Energy Reorganization Act of 1974, as amended, which arise out of events occurring after the execution date of this Waiver. In further exchange for the benefits I elect to receive, I understand and agree that I will respect the proprietary and confidential nature of any information I have obtained in the course of my service with the Company or any subsidiary or affiliate of The Southern Company. However, nothing in this Waiver shall prohibit me from engaging in protected activities under applicable law or from communicating, either voluntary or otherwise, with any governmental agency concerning any potential violation of the law. In signing this Waiver, I am not releasing claims to benefits that I am already entitled to under any workers' compensation laws or under any retirement plan or welfare benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended, which is sponsored by or adopted by the Company and/or any of its direct or indirect subsidiaries; however, I understand and acknowledge that nothing herein is intended to or shall be construed to require the Company to institute or continue in effect any particular plan or benefit sponsored by the Company and the Company hereby reserves the right to amend or terminate any of its benefit programs at any time in accordance with the procedures set forth in such plans. In signing this Waiver, I realize that I am waiving and releasing, among other things, any claims to benefits under any and all bonus, severance, workforce reduction, early retirement, outplacement, or any other similar type plan sponsored by the Company. I have been encouraged and advised in writing to seek advice from anyone of my choosing regarding this Waiver, including my attorney, and my accountant or tax advisor. Prior to signing this Waiver, I have been given the

CHANGE IN CONTROL AGREEMENT Waiver and Release I, Gale E. Klappa, understand that I am entitled to receive the severance benefits described in Section 2 of the Change in Control Agreement (the "Agreement") if I execute this Waiver and Release ("Waiver"). I understand that the benefits I will receive under the Agreement are in excess of those I would have received from The Southern Company and Southern Company Services, Inc. (collectively, the "Company") if I had not elected to sign this Waiver. I recognize that I may have a claim against the Company under the Civil Rights Act of 1964 and 1991, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Energy Reorganization Act of 1974, as amended, the Americans with Disabilities Act or other federal, state and local laws. In exchange for the benefits I elect to receive, I hereby irrevocably waive and release all claims, of any kind whatsoever, whether known or unknown in connection with any claim which I ever had, may have, or now have against The Southern Company, Alabama Power Company, Georgia Power Company, Gulf Power Company, Mississippi Power Company, Savannah Electric and Power Company, Southern Communication Services, Inc., Southern Company Services, Inc., Southern Energy Resources, Inc., Southern Company Energy Solutions, Inc., Southern Nuclear Operating Company, Inc. and other direct or indirect subsidiaries of The Southern Company and their past, present and future officers, directors, employees, agents and attorneys. Nothing in this Waiver shall be construed to release claims or causes of action under the Age Discrimination in Employment Act or the Energy Reorganization Act of 1974, as amended, which arise out of events occurring after the execution date of this Waiver. In further exchange for the benefits I elect to receive, I understand and agree that I will respect the proprietary and confidential nature of any information I have obtained in the course of my service with the Company or any subsidiary or affiliate of The Southern Company. However, nothing in this Waiver shall prohibit me from engaging in protected activities under applicable law or from communicating, either voluntary or otherwise, with any governmental agency concerning any potential violation of the law. In signing this Waiver, I am not releasing claims to benefits that I am already entitled to under any workers' compensation laws or under any retirement plan or welfare benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended, which is sponsored by or adopted by the Company and/or any of its direct or indirect subsidiaries; however, I understand and acknowledge that nothing herein is intended to or shall be construed to require the Company to institute or continue in effect any particular plan or benefit sponsored by the Company and the Company hereby reserves the right to amend or terminate any of its benefit programs at any time in accordance with the procedures set forth in such plans. In signing this Waiver, I realize that I am waiving and releasing, among other things, any claims to benefits under any and all bonus, severance, workforce reduction, early retirement, outplacement, or any other similar type plan sponsored by the Company. I have been encouraged and advised in writing to seek advice from anyone of my choosing regarding this Waiver, including my attorney, and my accountant or tax advisor. Prior to signing this Waiver, I have been given the opportunity and sufficient time to seek such advice, and I fully understand the meaning and contents of this Waiver. I understand that I may take up to twenty-one (21) calendar days to consider whether or not I desire to enter this Waiver. I was not coerced, threatened or otherwise forced to sign this Waiver. I have made my choice to sign this Waiver voluntarily and of my own free will. I understand that I may revoke this Waiver at any time during the seven (7) calendar day period after I sign and deliver this Waiver to the Company. If I revoke this Waiver, I must do so in writing delivered to the Company. I understand that this Waiver is not effective until the expiration of this seven (7) calendar day revocation period. I understand that upon the expiration of such seven (7) calendar day revocation period this entire Waiver will be binding upon me and will be irrevocable.

I understand that by signing this Waiver I am giving up rights I may have. IN WITNESS WHEREOF, the undersigned hereby executes this Waiver this ____ day of ____________________, in the year _____. Gale E. Klappa Sworn to and subscribed to me this ____ day of ____________, _____. Notary Public My Commission Expires: (Notary Seal) Acknowledged and Accepted by the Company, as defined in the Waiver. By: Date:

Exhibit 10(a)103 CHANGE IN CONTROL AGREEMENT THIS CHANGE IN CONTROL AGREEMENT ("Agreement") made and entered into by and between The Southern Company ("Southern"), Southern Energy Resources, Inc. (the "Company") and Ms. S. Marce Fuller ("Ms. Fuller") is effective December 10, 1998. W I T N E S S E T H: WHEREAS, Ms. Fuller is the Executive Vice President of the Company; WHEREAS, the Company wishes to provide to Ms. Fuller certain severance benefits under certain circumstances following a change in control (as defined herein) of Southern or the Company; WHEREAS, the Company previously entered into an Agreement dated December 10, 1998 with Ms. Fuller providing these benefits; WHEREAS, the Company desires to clarify that certain additional benefits not set forth in this previous Agreement but authorized by the Company are available to Ms. Fuller under the Southern Energy Resources, Inc. Deferred Incentive Compensation Plan in the event of a change in control (as defined herein); WHEREAS, the parties agree that the prior Agreement dated December 10, 1998 is, therefore, void and that this Agreement supersedes it in its entirety. 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 Ms. Fuller'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.

Exhibit 10(a)103 CHANGE IN CONTROL AGREEMENT THIS CHANGE IN CONTROL AGREEMENT ("Agreement") made and entered into by and between The Southern Company ("Southern"), Southern Energy Resources, Inc. (the "Company") and Ms. S. Marce Fuller ("Ms. Fuller") is effective December 10, 1998. W I T N E S S E T H: WHEREAS, Ms. Fuller is the Executive Vice President of the Company; WHEREAS, the Company wishes to provide to Ms. Fuller certain severance benefits under certain circumstances following a change in control (as defined herein) of Southern or the Company; WHEREAS, the Company previously entered into an Agreement dated December 10, 1998 with Ms. Fuller providing these benefits; WHEREAS, the Company desires to clarify that certain additional benefits not set forth in this previous Agreement but authorized by the Company are available to Ms. Fuller under the Southern Energy Resources, Inc. Deferred Incentive Compensation Plan in the event of a change in control (as defined herein); WHEREAS, the parties agree that the prior Agreement dated December 10, 1998 is, therefore, void and that this Agreement supersedes it in its entirety. 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 Ms. Fuller'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 Southern or any Southern Subsidiary; (D) any acquisition by a qualified pension plan or publicly held mutual fund; (E) any acquisition by a Group composed exclusively of employees of Southern, or any Southern Subsidiary;

(F) any acquisition by Ms. Fuller or any Group of which Ms. Fuller is a party; or (G) any Business Combination which would not otherwise constitute a change in control because of the application of clauses (A), (B) and (C) of Paragraph 1.(e)(iii); (ii) 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; (iii) Consummation of a Business Combination, provided, however, that such a Business Combination shall not constitute a Change in Control if all three (3) of the following conditions are met: (A) all or substantially all of the individuals and entities who held Beneficial Ownership, respectively, of Southern'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 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's Voting Securities or all or substantially all of Southern'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's Voting Securities; (B) no Person (excluding any corporation resulting from such Business Combination, any employee benefit plan (or related trust) of Southern, any Southern Subsidiary or Surviving Company, Ms. Fuller, any Group of which Ms. Fuller is a party, any Group composed exclusively of Company employees, any qualified pension plan (or related trust) or any publicly held mutual fund) 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 (C) 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. (iv) 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 the Company; provided, however, that for purposes of this Paragraph 1.(e)(iv), any acquisition by Ms. Fuller, any Group composed exclusively of employees of the Company, any Group of which Ms. Fuller is a party, any qualified pension plan (or related trust), any publicly held mutual fund, any employee benefit plan (or related trust) sponsored or maintained by Southern or any Southern Subsidiary shall not constitute a Change in Control; (v) Consummation of a reorganization, merger or consolidation of the Company (an "Employing Company Business Combination"), in each case, unless, following such Employing Company Business Combination, Southern Controls the corporation or other entity surviving or resulting from such Employing Company Business Combination; or (vi) Consummation of the sale or other disposition of all or substantially all of the assets of the Company to a corporation or other entity which Southern does not Control. (f) "COBRA Coverage" shall mean any continuation coverage to which Ms. Fuller or her dependents may be entitled pursuant to Code Section 4980B. (g) "Code" shall mean the Internal Revenue Code of 1986, as amended. (h) "Company" shall mean Southern Energy Resources, Inc., its successors and assigns. (i) "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 governmental agencies. (j) "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. (k) "DIC Plan" shall mean the Southern Energy Resources, Inc. Deferred Incentive Compensation Plan or replacement thereto, as such plans may be amended from time to time. (l) "Effective Date" shall mean the date of execution of this Agreement. (m) "Employee Outplacement Program" shall mean the program established by the Company from time to time for the purpose of assisting participants covered by the plan in finding employment outside of the Employing Company which provides for the following services: (i) self-assessment, career decision and goal setting; (ii) job market research and job sources; (iii) networking and interviewing skills; (iv) planning and implementation strategy; (v) resume writing, job hunting methods and salary negotiation; and (vi) office support and job search resources. (n) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. (o) "Good Reason" shall mean, without Ms. Fuller's express written consent, after written notice to the Board, and after a thirty (30) day opportunity for the Board to cure, the continuing occurrence of any of the following events: (i) Inconsistent Duties. A meaningful and detrimental alteration in Ms. Fuller's position or in the nature or status of her responsibilities from those in effect immediately prior to the Change in Control; (ii) Reduced Salary. A reduction of five percent (5%) or more by the Company in either of the following: (i) Ms. Fuller's annual base salary rate as in effect immediately prior to the Change in Control (except for a less than ten percent (10%), across-the-board annual base salary rate reduction similarly affecting at least ninety-five percent (95%) of the Executive Employees of the Company); or (ii) the sum of Ms. Fuller's annual base salary rate plus target bonus under the Company's Short Term Plan (except for a less than ten percent (10%), across-the-board reduction of annual base salary rate plus target bonus under the Short Term Plan similarly affecting at least ninetyfive percent (95%) of the Executive Employees of the Company); (iii) Pension and Compensation Plans. The failure by the Company to continue in effect any pension or compensation plan or agreement in which Ms. Fuller participates or is a party as of the date of the Change in Control or the elimination of Ms. Fuller's participation therein, (except for across-the-board plan changes or terminations similarly affecting at least ninety-five percent (95%) of the Executive Employees of the Company); For purposes of this Paragraph 1.(o), a "pension plan or agreement" shall mean any written arrangement executed by an authorized officer of the Company which provides for payments upon retirement; and a "compensation plan or arrangement" shall mean any written arrangement executed by an authorized officer of the Company which provides for periodic, nondiscretionary compensatory payments in the nature of bonuses. (iv) Relocation. A change in Ms. Fuller's work location to a location more than fifty (50) miles from the office where Ms. Fuller is located at the time of the Change in Control, unless such new work location is within fifty (50) miles from Ms. Fuller's principal place of residence at the time of the Change in Control. The acceptance, if any, by Ms. Fuller of employment by the Company at a work location which is outside the fifty mile radius set forth in this Paragraph 1.(o)(iv) shall not be a waiver of Ms. Fuller's right to refuse subsequent transfer by the Company to a location which is more than fifty (50) miles from Ms. Fuller's principal place of residence at the time of the Change in Control, and such subsequent unconsented transfer shall be "Good Reason" under this Agreement; or

(v) Benefits and Perquisites. The taking of any action by the Company which would directly or indirectly materially reduce the benefits enjoyed by Ms. Fuller under the Company's retirement, life insurance, medical, health and accident, disability, deferred compensation or savings plans in which Ms. Fuller was participating immediately prior to the Change in Control; or the failure by the Company to provide Ms. Fuller with the number of paid vacation days to which Ms. Fuller is entitled on the basis of years of service with the Company in accordance with the Company's normal vacation policy in effect immediately prior to the Change in Control (except for across-the-board plan or vacation policy changes or plan terminations similarly affecting at least ninety-five percent (95%) of the Executive Employees of the Company). (vi) For purposes of this Paragraph 1.(o), the term "Executive Employee" shall mean employees of the Company whose annual base salary is $130,000 or more. (p) "Group" shall have the meaning set forth in Section 14(d) of the Exchange Act. (q) "Group Health Plan" shall mean the group health plan covering Ms. Fuller, as such plan may be amended from time to time. (r) "Group Life Insurance Plan" shall mean the group life insurance program covering Ms. Fuller, as such plan may be amended from time to time. (s) "Incumbent Board" shall mean those individuals who constitute the Southern Board as of the Effective Date plus any individual who shall become a director subsequent to such date whose election or nomination for election by Southern'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 the Effective Date 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. (t) "Month of Service" shall mean any calendar month during which Ms. Fuller has worked at least one (1) hour or was on approved leave of absence while in the employ of the Company or any affiliate or subsidiary of Southern. (u) "Pension Plan" shall mean The Southern Company Pension Plan, as such plan may be amended from time to time. (v) "Performance Dividend Plan" shall mean the Southern Company Performance Dividend Plan or any replacement thereto, as such plans may be amended from time to time. (w) "Performance Stock Plan" shall mean the Southern Company Performance Stock Plan or any replacement thereto, as such plans may be amended from time to time. (x) "Person" shall mean any individual, entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of Act. (y) "Southern" shall mean The Southern Company, its successors and assigns. (z) "Southern Board" shall mean the board of directors of Southern. (aa) "Southern Subsidiary" shall mean any corporation or other entity Controlled by Southern. (bb) "Termination for Cause" or "Cause" shall mean the termination of Ms. Fuller's employment by the Company upon the occurrence of any of the following: (i) The willful and continued failure by Ms. Fuller substantially to perform her duties with the Company (other than any such failure resulting from Ms. Fuller's Total Disability or from Ms. Fuller's retirement or any such actual or anticipated failure resulting from termination by Ms. Fuller for Good Reason) after a written demand for substantial performance is delivered to her by the Southern Board, which demand specifically identifies the manner in which the Southern Board believes that she has not substantially performed her duties; or

(ii) The willful engaging by Ms. Fuller in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise, including, but not limited to any of the following: (A) any willful act involving fraud or dishonesty in the course of Ms. Fuller's employment by the Company; (B) the willful carrying out of any activity or the making of any statement which would materially prejudice or impair the good name and standing of the Company, Southern or any Southern Subsidiary or would bring the Company, Southern or any other Southern Subsidiary into contempt, ridicule or would reasonably shock or offend any community in which the Company, Southern or such Southern Subsidiary is located; (C) attendance at work in a state of intoxication or otherwise being found in possession at her workplace of any prohibited drug or substance, possession of which would amount to a criminal offense; (D) violation of the Company's policies on drug and alcohol usage, fitness for duty requirements or similar policies as may exist from time to time as adopted by the Company's safety officer; (E) assault or other act of violence against any person during the course of employment; or (F) indictment of any felony or any misdemeanor involving moral turpitude. No act or failure to act by Ms. Fuller shall be deemed "willful" unless done, or omitted to be done, by Ms. Fuller not in good faith and without reasonable belief that her action or omission was in the best interest of the Company. Notwithstanding the foregoing, Ms. Fuller shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to her a copy of a resolution duly adopted by the affirmative vote of not less than three quarters of the entire membership of the Southern Board at a meeting of the Southern Board called and held for such purpose (after reasonable notice to Ms. Fuller and an opportunity for her, together with counsel, to be heard before the Southern Board), finding that, in the good faith opinion of the Southern Board, Ms. Fuller was guilty of conduct set forth above in clause (i) or (ii) of this Paragraph 1.(bb) and specifying the particulars thereof in detail. (cc) "Termination Date" shall mean the date on which Ms. Fuller's employment with the Company is terminated; provided, however, that solely for purposes of Paragraph 2.(c) hereof, the Termination Date shall be the effective date of her retirement pursuant to the terms of the Pension Plan. (dd) "Total Disability" shall mean Ms. Fuller's total disability within the meaning of the Pension Plan. (ee) "Value Creation Plan" shall mean the Southern Energy Resources, Inc. Value Creation Plan or any replacement thereto, as such plans may be amended from time to time. (ff) "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. (gg) "Waiver and Release" shall mean the Waiver and Release attached hereto as Exhibit B. (hh) "Year of Service" shall mean Ms. Fuller's Months of Service divided by twelve (12) rounded to the nearest whole year, rounding up if the remaining number of months is seven (7) or greater and rounding down if the remaining number of months is less than seven (7). If Ms. Fuller has a break in her service with the Company, she will receive credit under this Agreement for service prior to the break in service only if the break in service is less than five years. 2. Severance Benefits. (a) Eligibility. Except as otherwise provided in this Paragraph 2.(a), if Ms. Fuller's employment is involuntarily terminated by the Company at any time during the two year period following a Change in Control for reasons other than Cause, or if Ms. Fuller voluntarily terminates her employment with the Company for Good Reason at any time during the two year period following a Change in Control, Ms. Fuller shall be entitled to receive the benefits described in this Agreement upon the Company's receipt of an effective Waiver and Release.

Notwithstanding anything to the contrary herein, Ms. Fuller shall not be eligible to receive benefits under this Agreement if Ms. Fuller: (i) voluntarily terminates her employment with the Company for other than Good Reason; (ii) has her employment terminated by the Company for Cause; (iii) accepts the transfer of her employment to Southern, any Southern Subsidiary or any employer that succeeds to all or substantially all of the assets of the Company, Southern or any Southern Subsidiary; (iv) refuses an offer of continued employment with the Company, any Southern Subsidiary, or any employer that succeeds to all or substantially all of the assets of the Company, Southern, or any Southern Subsidiary under circumstances where such refusal would not amount to Good Reason for voluntary termination of employment; or (v) elects to receive the benefits of any other voluntary or involuntary severance or separation program maintained by the Company; provided however, that the receipt of benefits under the terms of any retention plan or agreement shall not be deemed to be the receipt of severance or separation benefits for purposes of this Agreement. (b) Severance Benefits. If Ms. Fuller meets the eligibility requirements of Paragraph 2.(a) hereof, she shall be entitled to a cash severance benefit in an amount equal to three times her Annual Compensation (the "Severance Amount"). If any portion of the Severance Amount constitutes an "excess parachute payment" (as such term is defined under Code Section 280G ("Excess Parachute Payment")), the Company shall pay to Ms. Fuller an additional amount calculated by determining the amount of tax under Code Section 4999 that she otherwise would have paid on any Excess Parachute Payment with respect to the Change in Control and dividing such amount by a decimal determined by adding the tax rate under Code Section 4999 ("Excise Tax"), the hospital insurance tax under Code Section 3101(b) ("HI Tax") and federal and state income tax measured at the highest marginal rates ("Income Tax") and subtracting such result from the number one (1) (the "280G Gross-up"); provided, however, that no 280G Gross-up shall be paid unless the Severance Amount plus all other "parachute payments" to Ms. Fuller under Code Section 280G exceeds three (3) times Ms. Fuller's "base amount" (as such term is defined under Code Section 280G ("Base Amount")) by ten percent (10%) or more; provided further, that if no 280G Gross-up is paid, the Severance Amount shall be capped at three (3) times Ms. Fuller's Base Amount, less all other "parachute payments" (as such term is defined under Code Section 280G) received by Ms. Fuller, less one dollar (the "Capped Amount"), if the Capped Amount, reduced by HI Tax and Income Tax, exceeds what otherwise would have been the Severance Amount, reduced by HI Tax, Income Tax and Excise Tax. For purposes of this Paragraph 2.(b), whether any amount would constitute an Excess Parachute Payment and any other calculations of tax, e.g., Excise Tax, HI Tax, Income Tax, etc., or other amounts, e.g., Base Amount, Capped Amount, etc., shall be determined by the tax department of the independent public accounting firm then responsible for preparing Southern's consolidated federal income tax return, and such calculations or determinations shall be binding upon the parties hereto. (c) Welfare Benefits. If Ms. Fuller meets the eligibility requirements of Paragraph 2.(a) hereof and is not otherwise eligible to receive retiree medical and life insurance benefits provided to certain retirees pursuant to the terms of the Pension Plan, the Group Health Plan and the Group Life Insurance Plan, she shall be entitled to the benefits set forth in this Paragraph 2.(c). (i) Ms. Fuller shall be eligible to participate in the Company's Group Health Plan, upon payment of both the Company's and her monthly premium under such plan, for a period of six (6) months for each of Ms. Fuller's Years of Service, not to exceed five (5) years. If Ms. Fuller elects to receive this extended medical coverage, she shall also be entitled to elect coverage under the Group Health Plan for her dependents who were participating in the Group Health Plan on Ms. Fuller's Termination Date (and for such other dependents as may be entitled to coverage under the provisions of the Health Insurance Portability and Accountability Act of 1996) for the duration of Ms. Fuller's extended medical coverage under this Paragraph 2.(c)(i) to the extent such dependents remain eligible for dependent coverage under the terms of the Group Health Plan. (A) The extended medical coverage afforded to Ms. Fuller pursuant to Paragraph 2.(c)(i), as well as the premiums to be paid by Ms. Fuller in connection with such coverage shall be determined in accordance with the

terms of the Group Health Plan and shall be subject to any changes in the terms and conditions of the Group Health Plan as well as any future increases in premiums under the Group Health Plan. The premiums to be paid by Ms. Fuller in connection with this extended coverage shall be due on the first day of each month; provided, however, that if she fails to pay her premium within thirty (30) days of its due date, such extended coverage shall be terminated. (B) Any Group Health Plan coverage provided under Paragraph 2.(c)(i) shall be a part of and not in addition to any COBRA Coverage which Ms. Fuller or her dependent may elect. In the event that Ms. Fuller or her dependent becomes eligible to be covered, by virtue of re-employment or otherwise, by any employersponsored group health plan or is eligible for coverage under any government-sponsored health plan during the above period, coverage under the Company's Group Health Plan available to Ms. Fuller or her dependent by virtue of the provisions of Paragraph 2.(c)(i) shall terminate, except as may otherwise be required by law, and shall not be renewed. (ii) Ms. Fuller shall be entitled to receive cash in an amount equal to the Company's and Ms. Fuller's cost of premiums for three (3) years of coverage under the Group Health Plan and Group Life Insurance Plan in accordance with the terms of such plans as of the date of the Change in Control. (d) Incentive Plans. If Ms. Fuller meets the eligibility requirements of Paragraph 2.(a) hereof she shall be entitled to the following benefits under the Company's incentive plans: (i) Stock Option Plan. (A) Any of Ms. Fuller's Options and Stock Appreciation Rights under the Performance Stock Plan (the defined terms of which are incorporated in this Paragraph 2.(d)(i) by reference) which are outstanding as of the Termination Date and which are not then exercisable and vested, shall become fully exercisable and vested to the full extent of the original grant; provided, that in the case of a Stock Appreciation Right, if Ms. Fuller is subject to Section 16(b) of the Exchange Act, such Stock Appreciation Right shall not become fully vested and exercisable at such time if such action would result in liability to Ms. Fuller under Section 16(b) of the Exchange Act, provided further, that any such actions not taken as a result of the rules of Section 16(b) of the Exchange Act shall be effective as of the first date that such activity would no longer result in liability under Section 16(b) of the Exchange Act. (B) The restrictions and deferral limitations applicable to any of Ms. Fuller's Restricted Stock as of the Termination Date shall lapse, and such Restricted Stock shall become free of all restrictions and limitations and become fully vested and transferable to the full extent of the original grant. (C) The restrictions and deferral limitations and other conditions applicable to any other Awards held by Ms. Fuller under the Performance Stock Plan as of the Termination Date shall lapse, and such other Awards shall become free of all restrictions, limitations or conditions and become fully vested and transferable to the full extent of the original grant. (ii) Performance Dividend Plan. Provided Ms. Fuller is not entitled to benefits under the Performance Dividend Plan (the defined terms of which are incorporated in this Paragraph 2.(d)(ii) by reference), if the Performance Dividend Plan is in place through Ms. Fuller's Termination Date and to the extent Ms. Fuller is entitled to participate therein, Ms. Fuller shall be entitled to receive cash for each Award held by Ms. Fuller on her Termination Date, based on actual performance under Section 4.1 of the Performance Dividend Plan determined as of the most recently completed calendar quarter of the Performance Period in which the Termination Date shall have occurred, and the Annual Dividend declared prior to the Termination Date. (iii) Value Creation Plan. Any of Ms. Fuller's Appreciation Rights or Indexed Rights under the Value Creation Plan (the defined terms of which are incorporated in this Paragraph 2.(d)(iii) by reference) which are outstanding as of the Termination Date and which are not then exercisable and vested, shall become fully exercisable and fully vested to the full extent of the original grant. Notwithstanding anything in the Value Creation Plan to the contrary, Share Value with respect to any Appreciation Rights or Indexed Rights held by Ms. Fuller following her Termination Date shall be no less than the Share Value as of the date of the Change in Control of Southern or the Company, as the case may be. (iv) Other Short Term Incentive Plans. The provisions of this Paragraph 2.(d)(i) shall apply if and to the extent

that Ms. Fuller is a participant in any other "short term compensation plan" not otherwise previously referred to in this Paragraph 2.(d). Provided Ms. Fuller is not otherwise entitled to a plan payout under any change of control provisions of such plans, if the "short term compensation plan" is in place as of the Termination Date and to the extent Ms. Fuller is entitled to participate therein, Ms. Fuller shall receive cash in an amount equal to her award under the Company's "short term incentive plan" for the annual performance period in which the Termination Date shall have occurred, at Ms. Fuller's target performance level and prorated by the number of months which have passed since the beginning of the annual performance period until her Termination Date. For purposes of this Paragraph 2.(d)(iv) the term "short term incentive compensation plan" shall mean any incentive compensation plan or arrangement adopted in writing by the Company which provides for annual, recurring compensatory bonuses based upon articulated performance criteria. (v) DIC Plan. Provided Ms. Fuller is not entitled to benefits under Article V of the DIC Plan (the defined terms of which are incorporated into this Paragraph 2(d)(v) by reference), if the DIC Plan is in place through Ms. Fuller's Termination Date and to the extent that Ms. Fuller is entitled to participate therein, any of Ms. Fuller's Awards as of the Termination Date which are not then vested shall become fully vested and Ms. Fuller shall be entitled to receive cash in the amount equal to Ms. Fuller's Account as of her Termination Date. Notwithstanding anything in the DIC Plan to the contrary, the investment return on the Awards determined in accordance with Section 3.1 of the DIC Plan for any Plan Year following a Change in Control shall be no less than the investment return determined in accordance with Section 3.1 of the DIC Plan as of the date of such Change in Control with respect to those Accounts which are outstanding as of the date of such Change in Control. (e) Payment of Benefits. Any amounts due under this Agreement shall be paid in one (1) lump sum payment as soon as administratively practicable following the later of: (i) Ms. Fuller's Termination Date, or (ii) upon Ms. Fuller's tender of an effective Waiver and Release to the Company in the form of Exhibit B attached hereto and the expiration of any applicable revocation period for such waiver. In the event of a dispute with respect to liability or amount of any benefit due hereunder, an effective Waiver and Release shall be tendered at the time of final resolution of any such dispute when payment is tendered by the Company. (f) Benefits in the Event of Death. In the event of Ms. Fuller's death prior to the payment of all amounts due under this Agreement, Ms. Fuller's estate shall be entitled to receive as due any amounts not yet paid under this Agreement upon the tender by the executor or administrator of the estate of an effective Waiver and Release. (g) Legal Fees. In the event of a dispute between Ms. Fuller and the Company with regard to any amounts due hereunder, if any material issue in such dispute is finally resolved in Ms. Fuller's favor, the Company shall reimburse Ms. Fuller's legal fees incurred with respect to all issues in such dispute in an amount not to exceed fifty thousand dollars ($50,000). (h) Employee Outplacement Services. Ms. Fuller shall be eligible to participate in the Employee Outplacement Program, which program shall not be less than six (6) months duration measured from Ms. Fuller's Termination Date. (i) Non-qualified Retirement and Deferred Compensation Plans. The Parties agree that subsequent to a Change in Control, any claims by Ms. Fuller for benefits under any of the Company's non-qualified retirement or deferred compensation plans shall be resolved through binding arbitration in accordance with the provisions and procedures set forth in Paragraph 5 hereof and if any material issue in such dispute is finally resolved in Ms. Fuller's favor, the Company shall reimburse Ms. Fuller's legal fees in the manner provided in Paragraph 2.(g) hereof. 3. Transfer of Employment. In the event that Ms. Fuller's employment by the Company is terminated during the two year period following a Change in Control and Ms. Fuller accepts employment by Southern, a Southern Subsidiary, or any employer that succeeds to all or substantially all of the assets of the Company, Southern or any Southern Subsidiary, the Company shall assign this Agreement to Southern, such Southern Subsidiary, or successor employer, Southern shall accept such assignment or cause such Southern Subsidiary or successor employer to accept such assignment, and such assignee shall become the "Company" for all purposes hereunder. 4. No Mitigation. If Ms. Fuller is otherwise eligible to receive benefits under Paragraph 2 of this Agreement, she shall have no duty or obligation to seek other employment following her Termination Date and, except as otherwise provided in Paragraph 2.(a)(iii) hereof, the amounts due Ms. Fuller hereunder shall not be reduced or suspended if Ms. Fuller accepts such subsequent employment.

5. Arbitration. (a) Any dispute, controversy or claim arising out of or relating to the Company's obligations to pay severance benefits under this Agreement, or the breach thereof, shall be settled and resolved solely by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA") except as otherwise provided herein. The arbitration shall be the sole and exclusive forum for resolution of any such claim for severance benefits and the arbitrators' award shall be final and binding. The provisions of this Paragraph 5 are not intended to apply to any other disputes, claims or controversies arising out of or relating to Ms. Fuller's employment by the Company or the termination thereof. (b) Arbitration shall be initiated by serving a written notice of demand for arbitration to Ms. Fuller, in the case of the Company, or to the Southern Board, in the case of Ms. Fuller. (c) The arbitration shall be held in Atlanta, Georgia. The arbitrators shall apply the law of the State of Georgia, to the extent not preempted by federal law, excluding any law which would require the application of the law of another state. (d) The parties shall appoint arbitrators within fifteen (15) business days following service of the demand for arbitration. The number of arbitrators shall be three. One arbitrator shall be appointed by Ms. Fuller, one arbitrator shall be appointed by the Company, and the two arbitrators shall appoint a third. If the arbitrators cannot agree on a third arbitrator within thirty (30) business days after the service of demand for arbitration, the third arbitrator shall be selected by the AAA. (e) The arbitration filing fee shall be paid by Ms. Fuller. All other costs of arbitration shall be borne equally by Ms. Fuller and the Company, provided, however, that the Company shall reimburse such fees and costs in the event any material issue in such dispute is finally resolved in Ms. Fuller's favor and Ms. Fuller is reimbursed legal fees under Paragraph 2.(g) hereof. (f) The parties agree that they will faithfully observe the rules that govern any arbitration between them, they will abide by and perform any award rendered by the arbitrators in any such arbitration, including any award of injunctive relief, and a judgment of a court having jurisdiction may be entered upon an award. (g) The parties agree that nothing in this Paragraph 5 is intended to preclude any court having jurisdiction from issuing and enforcing in any lawful manner such temporary restraining orders, preliminary injunctions, and other interim measures of relief as may be necessary to prevent harm to a party's interests or as otherwise may be appropriate pending the conclusion of arbitration proceedings pursuant to this Agreement regardless of whether an arbitration proceeding under this Paragraph 5 has begun. The parties further agree that nothing herein shall prevent any court from entering and enforcing in any lawful manner such judgments for permanent equitable relief as may be necessary to prevent harm to a party's interests or as otherwise may be appropriate following the issuance of arbitral awards pursuant to this Agreement. 6. Miscellaneous. (a) Funding of Benefits. Unless the Board in its discretion shall determine otherwise, the benefits payable to Ms. Fuller under this Agreement shall not be funded in any manner and shall be paid by the Company out of its general assets, which assets are subject to the claims of the Company's creditors. (b) Withholding. There shall be deducted from the payment of any benefit due under this Agreement the amount of any tax required by any governmental authority to be withheld and paid over by the Company to such governmental authority for the account of Ms. Fuller. (c) Assignment. Ms. Fuller shall have no rights to sell, assign, transfer, encumber, or otherwise convey the right to receive the payment of any benefit due hereunder, which payment and the rights thereto are expressly declared to be nonassignable and nontransferable. Any attempt to do so shall be null and void and of no effect. (d) Amendment and Termination. The Agreement may be amended or terminated only by a writing executed by the parties. (e) Construction. This Agreement shall be construed in accordance with and governed by the laws of the State of

Georgia, to the extent not preempted by federal law, disregarding any provision of law which would require the application of the law of another state. (f) Pooling Accounting. Notwithstanding anything to the contrary herein, if, but for any provision of this Agreement, a Change in Control transaction would otherwise be accounted for as a pooling-of-interests under APB No.16 ("Pooling Accounting") (after giving effect to any and all other facts and circumstances affecting whether such Change in Control transaction would use Pooling Accounting,), such provision or provisions of this Agreement which would otherwise cause the Change in Control transaction to be ineligible for Pooling Accounting shall be void and ineffective in such a manner and to the extent that by eliminating such provision or provisions of this Agreement, Pooling Accounting would be required for such Change in Control transaction. IN WITNESS WHEREOF, the parties hereto have executed this Agreement this ____ day of __________________, 199__. THE SOUTHERN COMPANY By: ____________________________________ SOUTHERN ENERGY RESOURCES, INC. By: ____________________________________ MS. FULLER S. Marce Fuller

Exhibit A CHANGE IN CONTROL AGREEMENT Target Annual Bonus for Ms. S. Marce Fuller 50%

Exhibit B CHANGE IN CONTROL AGREEMENT Waiver and Release The attached Waiver and Release is to be given to Ms. S. Marce Fuller upon the occurrence of an event that triggers eligibility for severance benefits under the Change in Control Agreement, as described in Paragraph 2(a) of such agreement.

CHANGE IN CONTROL AGREEMENT Waiver and Release I, S. Marce Fuller, understand that I am entitled to receive the severance benefits described in Section 2 of the Change in Control Agreement (the "Agreement") if I execute this Waiver and Release ("Waiver"). I understand that the benefits I will receive under the Agreement are in excess of those I would have received from The

Exhibit A CHANGE IN CONTROL AGREEMENT Target Annual Bonus for Ms. S. Marce Fuller 50%

Exhibit B CHANGE IN CONTROL AGREEMENT Waiver and Release The attached Waiver and Release is to be given to Ms. S. Marce Fuller upon the occurrence of an event that triggers eligibility for severance benefits under the Change in Control Agreement, as described in Paragraph 2(a) of such agreement.

CHANGE IN CONTROL AGREEMENT Waiver and Release I, S. Marce Fuller, understand that I am entitled to receive the severance benefits described in Section 2 of the Change in Control Agreement (the "Agreement") if I execute this Waiver and Release ("Waiver"). I understand that the benefits I will receive under the Agreement are in excess of those I would have received from The Southern Company and Southern Energy Resources, Inc. (collectively, the "Company") if I had not elected to sign this Waiver. I recognize that I may have a claim against the Company under the Civil Rights Act of 1964 and 1991, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Energy Reorganization Act of 1974, as amended, the Americans with Disabilities Act or other federal, state and local laws. In exchange for the benefits I elect to receive, I hereby irrevocably waive and release all claims, of any kind whatsoever, whether known or unknown in connection with any claim which I ever had, may have, or now have against The Southern Company, Alabama Power Company, Georgia Power Company, Gulf Power Company, Mississippi Power Company, Savannah Electric and Power Company, Southern Communication Services, Inc., Southern Company Services, Inc., Southern Energy Resources, Inc., Southern Company Energy Solutions, Inc., Southern Nuclear Operating Company, Inc. and other direct or indirect subsidiaries of The Southern Company and their past, present and future officers, directors, employees, agents and attorneys. Nothing in this Waiver shall be construed to release claims or causes of action under the Age Discrimination in Employment Act or the Energy Reorganization Act of 1974, as amended, which arise out of events occurring after the execution date of this Waiver. In further exchange for the benefits I elect to receive, I understand and agree that I will respect the proprietary and confidential nature of any information I have obtained in the course of my service with the Company or any subsidiary or affiliate of The Southern Company. However, nothing in this Waiver shall prohibit me from engaging in protected activities under applicable law or from communicating, either voluntary or otherwise, with any governmental agency concerning any potential violation of the law. In signing this Waiver, I am not releasing claims to benefits that I am already entitled to under any workers' compensation laws or under any retirement plan or welfare benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended, which is sponsored by or adopted by the Company

Exhibit B CHANGE IN CONTROL AGREEMENT Waiver and Release The attached Waiver and Release is to be given to Ms. S. Marce Fuller upon the occurrence of an event that triggers eligibility for severance benefits under the Change in Control Agreement, as described in Paragraph 2(a) of such agreement.

CHANGE IN CONTROL AGREEMENT Waiver and Release I, S. Marce Fuller, understand that I am entitled to receive the severance benefits described in Section 2 of the Change in Control Agreement (the "Agreement") if I execute this Waiver and Release ("Waiver"). I understand that the benefits I will receive under the Agreement are in excess of those I would have received from The Southern Company and Southern Energy Resources, Inc. (collectively, the "Company") if I had not elected to sign this Waiver. I recognize that I may have a claim against the Company under the Civil Rights Act of 1964 and 1991, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Energy Reorganization Act of 1974, as amended, the Americans with Disabilities Act or other federal, state and local laws. In exchange for the benefits I elect to receive, I hereby irrevocably waive and release all claims, of any kind whatsoever, whether known or unknown in connection with any claim which I ever had, may have, or now have against The Southern Company, Alabama Power Company, Georgia Power Company, Gulf Power Company, Mississippi Power Company, Savannah Electric and Power Company, Southern Communication Services, Inc., Southern Company Services, Inc., Southern Energy Resources, Inc., Southern Company Energy Solutions, Inc., Southern Nuclear Operating Company, Inc. and other direct or indirect subsidiaries of The Southern Company and their past, present and future officers, directors, employees, agents and attorneys. Nothing in this Waiver shall be construed to release claims or causes of action under the Age Discrimination in Employment Act or the Energy Reorganization Act of 1974, as amended, which arise out of events occurring after the execution date of this Waiver. In further exchange for the benefits I elect to receive, I understand and agree that I will respect the proprietary and confidential nature of any information I have obtained in the course of my service with the Company or any subsidiary or affiliate of The Southern Company. However, nothing in this Waiver shall prohibit me from engaging in protected activities under applicable law or from communicating, either voluntary or otherwise, with any governmental agency concerning any potential violation of the law. In signing this Waiver, I am not releasing claims to benefits that I am already entitled to under any workers' compensation laws or under any retirement plan or welfare benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended, which is sponsored by or adopted by the Company and/or any of its direct or indirect subsidiaries; however, I understand and acknowledge that nothing herein is intended to or shall be construed to require the Company to institute or continue in effect any particular plan or benefit sponsored by the Company and the Company hereby reserves the right to amend or terminate any of its benefit programs at any time in accordance with the procedures set forth in such plans. In signing this Waiver, I realize that I am waiving and releasing, among other things, any claims to benefits under any and all bonus, severance, workforce reduction, early retirement, outplacement, or any other similar type plan sponsored by the Company. I have been encouraged and advised in writing to seek advice from anyone of my choosing regarding this Waiver, including my attorney, and my accountant or tax advisor. Prior to signing this Waiver, I have been given the opportunity and sufficient time to seek such advice, and I fully understand the meaning and contents of this

CHANGE IN CONTROL AGREEMENT Waiver and Release I, S. Marce Fuller, understand that I am entitled to receive the severance benefits described in Section 2 of the Change in Control Agreement (the "Agreement") if I execute this Waiver and Release ("Waiver"). I understand that the benefits I will receive under the Agreement are in excess of those I would have received from The Southern Company and Southern Energy Resources, Inc. (collectively, the "Company") if I had not elected to sign this Waiver. I recognize that I may have a claim against the Company under the Civil Rights Act of 1964 and 1991, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Energy Reorganization Act of 1974, as amended, the Americans with Disabilities Act or other federal, state and local laws. In exchange for the benefits I elect to receive, I hereby irrevocably waive and release all claims, of any kind whatsoever, whether known or unknown in connection with any claim which I ever had, may have, or now have against The Southern Company, Alabama Power Company, Georgia Power Company, Gulf Power Company, Mississippi Power Company, Savannah Electric and Power Company, Southern Communication Services, Inc., Southern Company Services, Inc., Southern Energy Resources, Inc., Southern Company Energy Solutions, Inc., Southern Nuclear Operating Company, Inc. and other direct or indirect subsidiaries of The Southern Company and their past, present and future officers, directors, employees, agents and attorneys. Nothing in this Waiver shall be construed to release claims or causes of action under the Age Discrimination in Employment Act or the Energy Reorganization Act of 1974, as amended, which arise out of events occurring after the execution date of this Waiver. In further exchange for the benefits I elect to receive, I understand and agree that I will respect the proprietary and confidential nature of any information I have obtained in the course of my service with the Company or any subsidiary or affiliate of The Southern Company. However, nothing in this Waiver shall prohibit me from engaging in protected activities under applicable law or from communicating, either voluntary or otherwise, with any governmental agency concerning any potential violation of the law. In signing this Waiver, I am not releasing claims to benefits that I am already entitled to under any workers' compensation laws or under any retirement plan or welfare benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended, which is sponsored by or adopted by the Company and/or any of its direct or indirect subsidiaries; however, I understand and acknowledge that nothing herein is intended to or shall be construed to require the Company to institute or continue in effect any particular plan or benefit sponsored by the Company and the Company hereby reserves the right to amend or terminate any of its benefit programs at any time in accordance with the procedures set forth in such plans. In signing this Waiver, I realize that I am waiving and releasing, among other things, any claims to benefits under any and all bonus, severance, workforce reduction, early retirement, outplacement, or any other similar type plan sponsored by the Company. I have been encouraged and advised in writing to seek advice from anyone of my choosing regarding this Waiver, including my attorney, and my accountant or tax advisor. Prior to signing this Waiver, I have been given the opportunity and sufficient time to seek such advice, and I fully understand the meaning and contents of this Waiver. I understand that I may take up to twenty-one (21) calendar days to consider whether or not I desire to enter this Waiver. I was not coerced, threatened or otherwise forced to sign this Waiver. I have made my choice to sign this Waiver voluntarily and of my own free will. I understand that I may revoke this Waiver at any time during the seven (7) calendar day period after I sign and deliver this Waiver to the Company. If I revoke this Waiver, I must do so in writing delivered to the Company. I understand that this Waiver is not effective until the expiration of this seven (7) calendar day revocation period. I understand that upon the expiration of such seven (7) calendar day revocation period this entire Waiver will be binding upon me and will be irrevocable.

I understand that by signing this Waiver I am giving up rights I may have. IN WITNESS WHEREOF, the undersigned hereby executes this Waiver this ____ day of ____________________, in the year _____. S. Marce Fuller Sworn to and subscribed to me this ____ day of ____________, _____. Notary Public My Commission Expires: (Notary Seal) Acknowledged and Accepted by the Company, as defined in the Waiver. By: _________ Date: _________

FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT THIS FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT ("Amendment") made and entered into by and between The Southern Company ("Southern"), Southern Energy Resources, Inc. (the "Company"), and Ms. S. Marce Fuller ("Ms. Fuller"), effective as of the 20th day of July, 1999. W I T N E S S E T H: WHEREAS, the parties entered into that certain Change in Control Agreement (the "Agreement") effective December 10, 1998; WHEREAS, Ms. Fuller was promoted to Chief Executive Officer of the Company effective July 20, 1999; WHEREAS, the parties wish to amend the Agreement in connection with such promotion; NOW, THEREFORE, in consideration of the premises, and the agreements of the parties set forth in this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. Exhibit A of the Agreement is deleted in its entirety and the attached new Exhibit A is substituted in its place. IN WITNESS WHEREOF, this First Amendment to Change in Control Agreement has been executed by the parties, this ___ day of _____________, 1999. THE SOUTHERN COMPANY By: ______________________________ SOUTHERN ENERGY RESOURCES, INC. By: MS. FULLER S. Marce Fuller

FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT THIS FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT ("Amendment") made and entered into by and between The Southern Company ("Southern"), Southern Energy Resources, Inc. (the "Company"), and Ms. S. Marce Fuller ("Ms. Fuller"), effective as of the 20th day of July, 1999. W I T N E S S E T H: WHEREAS, the parties entered into that certain Change in Control Agreement (the "Agreement") effective December 10, 1998; WHEREAS, Ms. Fuller was promoted to Chief Executive Officer of the Company effective July 20, 1999; WHEREAS, the parties wish to amend the Agreement in connection with such promotion; NOW, THEREFORE, in consideration of the premises, and the agreements of the parties set forth in this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. Exhibit A of the Agreement is deleted in its entirety and the attached new Exhibit A is substituted in its place. IN WITNESS WHEREOF, this First Amendment to Change in Control Agreement has been executed by the parties, this ___ day of _____________, 1999. THE SOUTHERN COMPANY By: ______________________________ SOUTHERN ENERGY RESOURCES, INC. By: MS. FULLER S. Marce Fuller Exhibit A CHANGE IN CONTROL AGREEMENT Target Annual Bonus for Ms. S. Marce Fuller 65% Exhibit B Deferred Compensation Agreement Annual Documentation of Profitability Goals For Performance Period

Exhibit 10(a)104 SEPARATION AGREEMENT FOR

Exhibit 10(a)104 SEPARATION AGREEMENT FOR THOMAS G. BOREN THIS SEPARATION AGREEMENT ("Agreement"), made and entered by and between THE SOUTHERN COMPANY, SOUTHERN ENERGY RESOURCES, INC. and their affiliates ("Company") and THOMAS G. BOREN ("Employee"). WITNESSETH WHEREAS, Employee has been employed by Company for approximately thirty (30) years; and WHEREAS, Company and Employee wish to agree finally and amicably to the terms of Employee terminatinghis employment with the Company; and WHEREAS, the parties desire to set forth their respective rights and obligations attendant to such termination; and WHEREAS, Employee is a member of a select group of management or highly compensated employee of the Company; and WHEREAS, the Company desires to provide Employee with severance compensation in consideration for certain reasonable restrictive covenants set forth in this Agreement; and WHEREAS, Employee agrees that he has obtained Confidential Information, Trade Secrets and Work Product, each as defined in this Agreement, during his employment with the Company; and WHEREAS, the parties desire to have Employee be subject to certain reasonable non-disclosure, nonsolicitation and non-competition restrictions in order to protect the Company's legitimate business interests; and WHEREAS, the parties desire to delineate their respective rights, duties, and obligations, and desire complete accord and satisfaction of all claims arising from Employee's employment and its termination, with appropriate releases. NOW, THEREFORE, in consideration of the mutual premises and covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby covenant and agree as follows: 1. Termination of Employee. Effective July 31, 1999 (hereinafter the "Effective Date of Termination"), Employee is retiring from his current position as Chief Executive Officer of Southern Energy, Inc., and Executive Vice President of The Southern Company. Employee has no further privileges, duties or obligations in such capacity, nor as an agent of the Company. 2. Severance Benefits and Other Consideration. Employee is entitled to the customary retirement benefits accrued by Employee under the terms of the employee benefit plans maintained by the Company in which Employee participated, which benefits shall not be inconsistent with those set forth on Exhibit 1 of this Agreement. In exchange for the receipt of the fully executed original of this Agreement and Employee's retirement with Company, Company also agrees to pay to Employee: (a) A lump sum severance payment in the amount of $750,000, to be paid at separation after the Employee's release herein is effective, subject to appropriate deductions as required by law. (b) A payment in an amount determined by reference to the 1999 award that Employee could have received under the Southern Energy Resources, Inc. Short-Term Incentive Plan, pro-rated based on the Effective Date of

Termination, and payable no later than March 15, 2000. For purposes of determining this amount, the corporate component will be determined under the normal procedures for this Plan, and the individual component will be paid at 100% of the targeted amount. (c) Under the Southern Energy Resources, Inc. Deferred Incentive Compensation Plan, Employee will be paid his vested awards determined as of the Effective Date of Termination by June 30th after the year in which each of Employee's deferral elections in effect for such awards ends. (d) Under the Southern Energy Resources, Inc. Deferred Incentive Compensation Plan, Employee will continue to vest in outstanding and unvested awards determined as of the Effective Date of Termination. Each award will be paid by June 30th after the year in which each such award vests. (e) Under the Southern Energy Resources, Inc. Value Creation Plan, Employee will continue to vest in Employee's outstanding, unvested Appreciation Rights and Index Rights as of the Effective Date of Termination (estimated to be approximately 1,033,053). Employee must exercise all such Appreciation Rights by no later than the end of the first exercise window period following the year the last Appreciation Right vests and each such Indexed Right no later than the end of the first exercise window period following the year in which the last Appreciation Right vests. Employee may exercise vested Appreciation and Index rights anytime prior to the date the last Appreciation Rights vests. (f) Under the Southern Energy Resources, Inc. Value Creation Plan, Employee will be entitled to exercise Employee's vested Appreciation Rights determined as of the Effective Date of Termination (estimated to be approximately 69,814) anytime prior to, but no later than the end of the first exercise window period after the date upon which the last unvested Appreciation Right described in Paragraph 2(e) vests. Employee will not vest and will forfeit unpaid portion of those payments described in Paragraph 2(b) and (d) of this Agreement in the event Employee breaches this Agreement prior to the payment dates for those amounts. Employee will not vest and will forfeit those awards described in Paragraph 2(e) and (f) of this Agreement in the event Employee breaches this Agreement prior to the last date for exercise of those awards. Upon Employee's satisfaction of the covenants set forth in Paragraph 4 of this Agreement, any remaining benefits under this Paragraph 2 shall no longer be subject to forfeiture. In no event will the Employee be required to repay any amounts that have been paid to Employee prior to any breach except pursuant to an action at law or in equity for money damages as described in Paragraph 11 hereof. Employee shall only be entitled to the benefit payments set forth above that become due and payable between Employee's Effective Date of Termination and his death. Upon the death of Employee, unpaid amounts set forth above shall be payable to Employee's heirs or assigns. Except as provided in Paragraph 3(c), Employee covenants and agrees that the amounts and considerations set forth in this Paragraph 2 are in full satisfaction of all sums owed to Employee, if any, by the Company, and constitute good and complete consideration for his release contained in Paragraph 3(a) hereof and for Employee's obligations and other covenants set forth in Paragraph 4 and elsewhere in this Agreement. Employee agrees that the Agreement is providing him certain benefits to which he would otherwise not be entitled, including those set forth in Paragraph 2(a), (b), (c), (d), except in part with respect to vested awards, (e) and (f), except in part with regard to vested awards. Employee represents that he is legally and wholly responsible for any and all required taxes, fees, or other deductions required by law arising from this Agreement and the aforementioned payments which may accrue now or at any time in the future. Company shall make appropriate state and federal income tax, FICA and FUTA withholding, from such payments as required by state and/or federal law. In the event that the Company shall believe that Employee is in breach of this Agreement, the Company shall give Employee written notice of such breach and the facts and circumstances supporting such belief. Employee shall have fourteen (14) days from his receipt of such notice to cure such default and avoid a default or breach of this Agreement by Employee. Company agrees that it will not take any action specifically intended to disadvantage Employee in regard to the computation, exercise or payment of the benefits included in this Paragraph 2, and will treat Employee as the Company generally treats its employees or former employees with regard to such benefits. 3. General Release by Employee.

(a) As a material inducement to the Company to enter into this Agreement, Employee does hereby remise, release and forever discharge the Company and its officers, directors, employees, agents, shareholders, parent corporation and affiliates, and their respective predecessors, successors, and assigns (collectively, "Releasees"), of and from all manner of actions and causes of action, suits, debts, claims and demands whatsoever at law or in equity, known or unknown, actual or contingent, including, but not limited to, any claims which have been asserted, or could be asserted now or in the future, against any Releasees arising under any and all federal, state or local laws and any common law claims, and including, but not limited to, any claims Employee may have pursuant to the Age Discrimination in Employment Act and any claims to benefits under any and all bonus, incentive offer letters, employment agreements, severance, workforce reduction, early retirement, outplacement, or any other similar type plan sponsored by the Company, now or hereafter recognized (collectively, "Claims"), which he ever had or now has or may in the future have by reason of any matter, cause or thing arising out of his employment relationship and privileges, his serving as an employee of the Company and/or the termination of his employment relationship and/or affiliation as employee of the Company as of the date of this Agreement against each of the Releasees; provided, however, that the foregoing shall not release the Company from any of its obligations under this Agreement. Notwithstanding the foregoing, Employee does not release any Claims under the Age Discrimination in Employment Act that may arise after his execution of this Agreement. (b) Employee represents that he has not assigned or transferred, or purported to assign or transfer, any Claims or any portion thereof or interest therein to any party prior to the date of this Agreement. (c) Employee and the Company agree that by signing this Agreement, Employee is not releasing his claim to any benefits under any employee benefit plan maintained by the Company payable upon normal retirement in which Employee participated prior to the Effective Date of Termination. 4. Non-Disclosure, Non-Solicitation and Non-Competition Provisions. (a) Preamble. As a material inducement to the Company to enter into this Agreement, and its recognition of the valuable experience, knowledge and proprietary information Employee gained from his employment with the Company, Employee warrants and agrees he will abide by and adhere to the following Non-Disclosure, NonSolicitation and Non-Competition Provisions. (b) Definitions. For purposes of this Paragraph 4, the following terms shall have the following meanings: (i) "Confidential Information" shall mean the proprietary and confidential data or information belonging to or pertaining to the Company, other than "Trade Secrets" (as defined below), which is of tangible or intangible value to the Company, and that is not generally known to the public but is treated as confidential or secret by the Company and is generally known only to the Company and those of its employees, independent contractors or agents to whom such information must be confided for business purposes, regarding the products, services, contractual arrangements, customers, suppliers, and partners of the Company gained by Employee as a result of his employment with the Company. Confidential Information shall also include other items that the Company may from time to time mark or otherwise identify as confidential if it satisfies the definition of Confidential Information set forth above. (ii) "Entity" shall mean any business, individual, partnership, joint venture, agency, governmental subdivision, association, firm, corporation or other entity. (iii) "Territory" shall include Georgia, Alabama, Mississippi, and Florida. (iv) "Trade Secrets" shall mean information of the Company which (A) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (B) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy; it being agreed that such information includes, without limitation, technical and non-technical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans or a list of actual or potential customers or suppliers or any other information which is defined as a "trade secret" under applicable law. (v) "Work Product" shall mean all tangible work product, property, data, documentation, "know-how," concepts or plans, inventions, discovery, compositions, innovations, computer programs, improvements, techniques, processes, designs, article of manufacture or information of any kind, or any new or useful improvements of any

of the foregoing and any Trade Secrets, patents, copyrights, Confidential Information, mask work, trademark or service mark, relating in any way to the Company and its or their business prepared, conceived, revised discovered, developed, or created by Employee for the Company or by using the Company's time, personnel, facilities, equipment, knowledge, information, resources or material. (c) Nondisclosure: Ownership of Proprietary Property. (i) In recognition of the need of the Company to protect its legitimate business interests, Employee hereby covenants and agrees that: (a) with regard to each item constituting all or any portion of a Trade Secret at all times such information remains a "trade secret" under applicable law and (b) with regard to any Confidential Information, for a period ending upon the earlier of (x) the date such information no longer qualifies as Confidential Information under applicable law or (y) three (3) years following the Effective Date of Termination (hereafter the "Nondisclosure Period"), Employee shall regard and treat Trade Secrets and all Confidential Information as strictly confidential and wholly-owned by the Company and shall not, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate any such item or information to any third party or Entity for any purpose other than in accordance with this Agreement or as required by applicable law. Employee shall exercise all reasonable best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information of the Company known by, disclosed to or made available to Employee in connection with his employment relationship with the Company or any other past or present relationship with the Company. Employee shall immediately notify the Company of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which Employee becomes aware. Employee shall assist the Company, to the extent reasonably necessary at the Company's expense, in the procurement of any protection of the Company's rights to or in any of the Trade Secrets or Confidential Information. (ii) All 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), and Employee hereby unconditionally and irrevocably transfers and assigns to the Company all right, title and interest Employee currently has or may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks, trade secrets, service marks 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 reasonably deem necessary or appropriate, from time to time, to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in the Company. (iii) Employee represents and agrees that he will keep the terms and amount of this Agreement completely confidential, and except to his personal agents (including accountants, tax advisors, wife, financial planners and attorneys) or to the extent required by law, he will not hereafter disclose this information concerning this Agreement to anyone, including, but not limited to, any past, present, or prospective employee or applicant for employment with the Company. Employee may only disclose to future, potential employers of Employee that he participates in a separation arrangement with the Company which imposes certain restrictions on him related to such future, potential employment and the specifics of those restrictions. (iv) Employee agrees that he shall not hereafter seek or accept any re-employment with the Company. (d) Non-Solicitation Of Employees. Employee agrees, during the three years following the Employee's Effective Date of Termination, that he will not, either directly or indirectly, alone or in conjunction with any other person or entity, actively recruit, engage in passive hiring efforts, solicit, attempt to solicit, or induce any person who, during such three year period, or within one year prior to Employee's separation from employment, was a salaried employee of Southern Energy Resources, Inc., or its parent or any of its subsidiaries, or was an officer of The Southern Company or any of its affiliates (other than Southern Energy, Inc.) to leave or cease such employment for any reason whatsoever or hire or engage the services of such person in any business substantially similar or competitive with that in which The Southern Company or any of its affiliates were engaged during such employment. (e) Non-Competition. Employee and Company expressly covenant and agree that the scope, Territory, time and other restrictions

contained in this Agreement constitute the most reasonable and equitable restrictions possible to protect the business interest of the Company given: (i) the business of the Company; (ii) the competitive nature of the Company's industry; and (iii) that Employee's skills are such that he could easily find alternative, commensurate employment or consulting work in his field which would not violate any of the provisions of this Agreement. Therefore, for a period of two years from the Effective Date of Termination, Employee agrees (A) not to participate in any regulatory, administrative or judicial hearing or proceeding that has as a subject any aspect of the Company's growth or expansion plans, unless Employee is required to do so by law, (B) not to accept employment, or be engaged as a director, consultant, agent or representative in any capacity, however described, of El Paso Energy Corporation, Sonat, Inc., Duke Energy Corporation, Enron or Columbia Energy Corporation or any of their affiliates (the "Specified Companies), provided, however, Employee may become such an employee, director, consultant, agent or representative of any such Specified Company if the entity by which Employee is employed and/or serves as a director is acquired by or merged with any one of the Specified Companies during the two year period following the Effective Date of Termination, (C) not to accept employment or be engaged as a director, consultant, agent or representative in any capacity, however described, of any entity engaged, in any way, in constructing an electric generating plant which will be in commercial operation within the Territory within two years from the Effective Date of Termination, unless on behalf of an entity that owns or operates an existing electric generating plant within the Territory as of the Effective Date of Termination, and (D) if Employee becomes employed by, or otherwise engaged by, an entity that is engaged, in any way, in constructing an electric generating plant that will be in commercial operation within the Territory within three years of the Effective Date of Termination, not to participate in the bidding, permitting, construction or public relations activities regarding such plant. 5. Return Of Company Property. Employee shall immediately return to the Company all property of the Company that he took possession of during the term of his employment and which he has not already returned to the Company and all documents and materials constituting or containing Trade Secrets or Confidential Information of the Company or Work Product including, without limitation, credit cards, keys, financial records, contracts, manuals, correspondence, files, documents, drafts of any document, disks an other documents and media, regardless of form, and copies of any of the foregoing. 6. Cooperation. The parties agree that as a result of Employee's duties and activities during his employment, Employee's reasonable availability may be necessary for the Company to meaningfully respond to or address actual or threatened litigation, or government inquires or investigations, or required filings with state, federal or foreign agencies (hereinafter "Company Matters"). Upon request of the Company, and at any point following the Effective Date of Termination, Employee will make himself available to the Company for reasonable periods consistent with his future employment, if any, by other Entities and will cooperate with its agents and attorneys as reasonably required by such Company Matters. The Company will reimburse Employee for any reasonable outof-pocket expenses associated with providing such cooperation. 7. Publicity; No Disparaging Statement. Employee and the Company covenant and agree that they shall not engage in any communications which shall disparage one another or interfere with their existing or prospective business relationships. The only exception to the foregoing shall be in those circumstances (a) in which Employee, the Company or any of the Releasees is obligated to provide information in response to an investigation by a duly authorized governmental entity, in response to legal process, or in response to a request for information from an officer, director or shareholder of the Company or (b) in which a party initiates a legal proceeding to enforce the terms of this Agreement. 8. Successors And Assigns; Applicable Law. This Agreement shall be binding upon and inure to the benefit of Employee and his heirs, administrators, representatives, executors, successors and assigns, and shall be binding upon and inure to the benefit of Releasees and each of them, and to their heirs, administrators, representatives, executors, successors and assigns. THIS AGREEMENT SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF GEORGIA (WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS). 9. Complete Agreement. This Agreement shall constitute the full and complete Agreement between the parties concerning its subject matter and fully supersedes any and all other prior agreements or understandings between the parties whether written or oral. This Agreement shall not be modified or amended except by a written instrument signed by both Employee and an authorized representative of the Company. 10. Severability. The unenforceability or invalidity of any particular provision of this Agreement shall not affect its

other provisions, and to the extent necessary to give such other provisions effect, they shall be deemed severable. If any court determines that any provision of Paragraph 4 hereof is unenforceable because of the duration or scope of such provision, such court shall have the power to reduce the scope or duration of such provision as the case may be, and in its reduced form, such provision shall then be enforceable. 11. Waiver Of Breach; Remedies. The waiver of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other breach. Each of the parties to this Agreement will be entitled to enforce its rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and exercise all other rights existing in its favor. The parties hereto agree and acknowledge that any breach of the provisions of this Agreement, including, but not limited to, any prohibited competition or any disclosure or use of Trade Secrets or Confidential Information by Employee, would be wrongful and cause immediate significant, continuing and irreparable injury and damage to the Company that is not compensable by money damages. Should Employee breach or threaten to breach any provision of this Agreement, the Company shall be entitled to stop payments under this Agreement and seek immediate relief and remedies in a court of competent jurisdiction (including, but not limited to, damages, preliminary or permanent injunctive relief and an accounting for all profits and benefits arising out of Employee's breach), cumulative of and in addition to any other rights or remedies to which the Company may be entitled by this Agreement, at law or in equity. 12. No Admission Of Liability. This Agreement shall not in any way be construed as an admission by the Company or Employee of any improper actions or liability whatsoever as to one another, and each specifically disclaims any liability to or improper actions against the other or any other person, on the part of itself, its employees, or its agents. 13. Voluntary Signing Of Agreement. Employee warrants, represents and agrees that he has been encouraged in writing to seek advice from anyone of his choosing regarding this Agreement, including his attorney, accountant, or tax advisor prior to his signing it; that this Agreement represents written notice to do so; that he has been given the opportunity and sufficient time to seek such advice; and that he fully understands the meaning and contents of this Agreement. EMPLOYEE UNDERSTANDS THAT HE MAY TAKE UP TO TWENTY-ONE (21) DAYS TO CONSIDER WHETHER OR NOT HE DESIRES TO ENTER INTO THIS AGREEMENT. He further represents and warrants that he was not coerced, threatened or otherwise forced to sign this Agreement, and that each signature appearing hereinafter is voluntary and genuine. . 13. Ability to Revoke Agreement. EMPLOYEE UNDERSTANDS THAT HE MAY REVOKE THIS AGREEMENT BY NOTIFYING THE COMPANY IN WRITING OF SUCH REVOCATION WITHIN SEVEN (7) DAYS OF HIS EXECUTION OF THIS AGREEMENT AND THAT THIS AGREEMENT IS NOT EFFECTIVE UNTIL THE EXPIRATION OF SUCH SEVEN (7) DAY PERIOD. HE UNDERSTANDS THAT UPON THE EXPIRATION OF SUCH SEVEN (7) DAY PERIOD THIS AGREEMENT WILL BE BINDING UPON HIM AND HIS HEIRS, ADMINISTRATORS, REPRESENTATIVES, EXECUTORS, SUCCESSORS AND ASSIGNS AND WILL BE IRREVOCABLE. IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as of the dates described below. "COMPANY" THE SOUTHERN COMPANY AND ITS AFFILIATES ____________________________________ By:____________________________________ Date_____ _________ Title:_________________________________ Title: I UNDERSTAND THAT BY SIGNING THIS AGREEMENT, I AM GIVING UP RIGHTS I MAY HAVE. I UNDERSTAND THAT I DO NOT HAVE TO SIGN THIS AGREEMENT.
__________________ "EMPLOYEE"

____________________________________ Date

By:________________________________

Exhibit 1 to Boren Severance Agreement Normal Benefits Upon Retirement

SEI's Short-term Incentive Plan -- $0 o 1999 award forfeited due to separation prior to Normal Retirement (age 65) Southern's Voluntary Deferred Compensation Plan - About $30,000 o Any amounts will be paid according to last effective form of payment election SEI's Mandatory Deferred Incentive Compensation Plan - About $242,000 o Amount payable in a single sum upon termination o Nonvested amounts lost due to separation before Normal Retirement (value today about $531,000) Value Creation Plan - 69,812 SAR awards o Includes normal and indexed SARs o Exercisable within 30 days of separation o Current value approximately $121,000 as of July 15, 1999 o Remaining 1,033,055 awards forfeited due to nonvested separation prior to Normal Retirement Nonqualified Stock Options - 89,097 awards o Full vesting of all nonvested options upon retirement o Exercisable within 36 months of retirement o Current value approximately $365,000 as of July 15, 1999 o Continued eligibility for performance dividend payments for all options granted after 1996 Pension - About $12,325 per month o Includes tax-qualified and supplemental pension benefits o Expressed as single life annuity (other forms of payment available with appropriate adjustment) o Anticipates retirement and benefit commencement on August 1, 1999 o 1999 incentives reflected at $0 ESP/ESOP - About $352,000 as of July 14, 1999 o Includes qualified and supplemental account balances o Payable at or after retirement in accordance with plans' provisions and employee's elections Retiree Medical and Life Insurance - Coverage o Coverages pursuant to terms of "cap" plans o Coverages subject to affirmative coverage election, payment of required contributions, and amendment/termination by company Relevant Notes o All amounts subject to appropriate taxation.

Exhibit 1 to Boren Severance Agreement Normal Benefits Upon Retirement

SEI's Short-term Incentive Plan -- $0 o 1999 award forfeited due to separation prior to Normal Retirement (age 65) Southern's Voluntary Deferred Compensation Plan - About $30,000 o Any amounts will be paid according to last effective form of payment election SEI's Mandatory Deferred Incentive Compensation Plan - About $242,000 o Amount payable in a single sum upon termination o Nonvested amounts lost due to separation before Normal Retirement (value today about $531,000) Value Creation Plan - 69,812 SAR awards o Includes normal and indexed SARs o Exercisable within 30 days of separation o Current value approximately $121,000 as of July 15, 1999 o Remaining 1,033,055 awards forfeited due to nonvested separation prior to Normal Retirement Nonqualified Stock Options - 89,097 awards o Full vesting of all nonvested options upon retirement o Exercisable within 36 months of retirement o Current value approximately $365,000 as of July 15, 1999 o Continued eligibility for performance dividend payments for all options granted after 1996 Pension - About $12,325 per month o Includes tax-qualified and supplemental pension benefits o Expressed as single life annuity (other forms of payment available with appropriate adjustment) o Anticipates retirement and benefit commencement on August 1, 1999 o 1999 incentives reflected at $0 ESP/ESOP - About $352,000 as of July 14, 1999 o Includes qualified and supplemental account balances o Payable at or after retirement in accordance with plans' provisions and employee's elections Retiree Medical and Life Insurance - Coverage o Coverages pursuant to terms of "cap" plans o Coverages subject to affirmative coverage election, payment of required contributions, and amendment/termination by company Relevant Notes o All amounts subject to appropriate taxation. o All amounts are based on separation from service on July 31, 1999.

o Amounts are based on best available information but are still approximate due to limited access to information at the current time. Amounts will be verified and, if necessary, adjusted once all relevant information is accessible.

Exhibit 10(b)44 DEFERRED COMPENSATION PLAN FOR DIRECTORS OF ALABAMA POWER COMPANY As Amended and Restated as of April 25, 1997 ARTICLE I DEFINITIONS 1.1 Board of Directors shall mean the Board of Directors of Alabama Power Company. 1.1A Accrued Pension means the U.S. dollar amount of the actuarially-determined present value of the accrued and unpaid past service pension benefits under The Southern Company Outside Directors Pension Plan (the "Directors Pension Plan") of a Director acting as such at and as of December 31, 1996, as calculated as of the termination date of the Directors Pension Plan (the "Termination Date"), taking into account the Director's age and years and months of past service and such other assumptions as shall be reasonable and uniformly applied to all Directors. 1.2 Company shall mean Alabama Power Company. 1.3 Common Stock shall mean the Common Stock of Southern Company. 1.4 Compensation shall mean the compensation payable to the Directors of the Company and shall include retainer fees and meeting fees, as determined from time to time by the Board of Directors, except such term shall not include Common Stock payable to a Director under the Outside Directors Stock Plan for Subsidiaries of Southern Company. 1.5 Compensation Committee shall mean the Compensation Committee appointed by the Board of Directors. 1.6 Deferred Compensation Account shall mean the account established pursuant to Section 7.1 for a Director who elects to participate in the Plan. 1.7 Director shall mean a member of the Board of Directors and shall include an Advisory Director. 1.8 Market Value shall mean the average of the high and low prices of the Common Stock, as published in the Wall Street Journal in its report of New York Stock Exchange composite transactions, on the date such Market Value is to be determined, as specified herein (or the average of the high and low sale prices on the trading day immediately preceding such date if the Common Stock is not traded on the New York Stock Exchange on such date).

1.9 Plan shall mean this Deferred Compensation Plan for the Directors of Alabama Power Company. 1.10 Plan Period shall mean the period designated in Article V. ARTICLE II PURPOSE

Exhibit 10(b)44 DEFERRED COMPENSATION PLAN FOR DIRECTORS OF ALABAMA POWER COMPANY As Amended and Restated as of April 25, 1997 ARTICLE I DEFINITIONS 1.1 Board of Directors shall mean the Board of Directors of Alabama Power Company. 1.1A Accrued Pension means the U.S. dollar amount of the actuarially-determined present value of the accrued and unpaid past service pension benefits under The Southern Company Outside Directors Pension Plan (the "Directors Pension Plan") of a Director acting as such at and as of December 31, 1996, as calculated as of the termination date of the Directors Pension Plan (the "Termination Date"), taking into account the Director's age and years and months of past service and such other assumptions as shall be reasonable and uniformly applied to all Directors. 1.2 Company shall mean Alabama Power Company. 1.3 Common Stock shall mean the Common Stock of Southern Company. 1.4 Compensation shall mean the compensation payable to the Directors of the Company and shall include retainer fees and meeting fees, as determined from time to time by the Board of Directors, except such term shall not include Common Stock payable to a Director under the Outside Directors Stock Plan for Subsidiaries of Southern Company. 1.5 Compensation Committee shall mean the Compensation Committee appointed by the Board of Directors. 1.6 Deferred Compensation Account shall mean the account established pursuant to Section 7.1 for a Director who elects to participate in the Plan. 1.7 Director shall mean a member of the Board of Directors and shall include an Advisory Director. 1.8 Market Value shall mean the average of the high and low prices of the Common Stock, as published in the Wall Street Journal in its report of New York Stock Exchange composite transactions, on the date such Market Value is to be determined, as specified herein (or the average of the high and low sale prices on the trading day immediately preceding such date if the Common Stock is not traded on the New York Stock Exchange on such date).

1.9 Plan shall mean this Deferred Compensation Plan for the Directors of Alabama Power Company. 1.10 Plan Period shall mean the period designated in Article V. ARTICLE II PURPOSE 2.1 The Plan provides a method of deferring payment to a Director of his Compensation as fixed from time to time by the Board of Directors, until termination of his service on the Board. ARTICLE III

1.9 Plan shall mean this Deferred Compensation Plan for the Directors of Alabama Power Company. 1.10 Plan Period shall mean the period designated in Article V. ARTICLE II PURPOSE 2.1 The Plan provides a method of deferring payment to a Director of his Compensation as fixed from time to time by the Board of Directors, until termination of his service on the Board. ARTICLE III ELIGIBILITY 3.1 An individual who serves as a Director and is not otherwise actively employed by the Company or any of its subsidiaries shall be eligible to participate in the Plan. ARTICLE IV ADMINISTRATION 4.1 The Plan shall be administered by the Compensation Committee of the Board of Directors as appointed from time to time. The Compensation Committee shall have the power to interpret the Plan and, subject to its provisions, to make all determinations necessary or desirable for the Plan's administration. ARTICLE V PLAN PERIODS 5.1 The first Plan Period shall commence the first day of the month which begins at least thirty (30) days following the date a Director is elected to that position. Said first Plan Period shall continue until the end of the calendar year during which the Director was elected to that position and all subsequent Plan Periods shall be on a calendar year basis. ARTICLE VI PARTICIPATION 6.1 Prior to the beginning of any Plan Period, a Director may elect to participate in the Plan by directing that payment of all or any part of the Compensation which would otherwise be paid to the Director in the next succeeding Plan Period be deferred until the Director terminates his membership on the Board of Directors. 6.2 The deferred payment shall be computed by the Company in accordance with one of the following methods as elected by the Director:

(a) The amount deferred shall be treated as a sum certain to which the Company will add in lieu of interest an amount equal to the prime rate of interest set by AmSouth Bank, N.A. Interest shall be computed as if credited from the date such Compensation would otherwise have been paid and shall be compounded quarterly at the end of each calendar quarter. The prime rate in effect on the first day of each calendar quarter shall be deemed the prime rate in effect for each calendar quarter. Interest will be treated as if accrued and will be compounded on any balance until such amount is fully distributed. (b) The amount deferred shall be treated as though invested in Common Stock and the number of shares (including fractional shares) credited to the Director's Deferred Compensation Account shall be based on the Market Value of the Common Stock as of the date the Compensation would otherwise have been paid. As of

(a) The amount deferred shall be treated as a sum certain to which the Company will add in lieu of interest an amount equal to the prime rate of interest set by AmSouth Bank, N.A. Interest shall be computed as if credited from the date such Compensation would otherwise have been paid and shall be compounded quarterly at the end of each calendar quarter. The prime rate in effect on the first day of each calendar quarter shall be deemed the prime rate in effect for each calendar quarter. Interest will be treated as if accrued and will be compounded on any balance until such amount is fully distributed. (b) The amount deferred shall be treated as though invested in Common Stock and the number of shares (including fractional shares) credited to the Director's Deferred Compensation Account shall be based on the Market Value of the Common Stock as of the date the Compensation would otherwise have been paid. As of each date of payment of dividends on the Common Stock, there shall be credited with respect to shares of Common Stock in the Director's Deferred Compensation Account such additional shares (including fractional shares) of Common Stock as follows: (i) In the case of cash dividends, such additional shares as could be purchased at the Market Value as of the dividend payment date with the dividends which would have been payable if the credited shares had been outstanding; (ii) In the case of dividends payable in property other than cash or Common Stock, such additional shares as could be purchased at the Market Value as of the payment date with the fair market value of the property which would have been payable if the credited shares had been outstanding; or (iii) In the case of dividends payable in Common Stock, such additional shares as would have been payable on the credited shares if they had been outstanding. 6.3 The election to defer payment of all or any part of the Compensation ("Deferral Election") and the method by which the Company shall compute the deferred payment in accordance with Section 6.2 shall be made by written notice on a form prescribed by the Compensation Committee and delivered to the Secretary of the Company prior to the first day of a Plan Period. At the time of the initial election made under this Article VI, the Director shall elect the form of payment to be received upon termination of his membership on the Board of Directors, such form of payment to be either (1) a lump sum distribution, or (2) annual or quarterly installments, over a period not to exceed fifteen (15) years and the time for commencement of distribution of payment, which shall not be later than the first day of the month coinciding with or next following the second anniversary of the termination of his membership on the Board of Directors. The Deferral Election shall be irrevocable and shall continue from year to year unless the Director terminates participation or changes the election regarding future payments by submitting a written request to the Secretary on a form prescribed by the Compensation Committee. Although a Director may submit such a written request at any time during the calendar year, the effective date of such a termination of participation or change in the Deferral Election shall not affect amounts previously deferred.

The initial Deferral Election made after the effective date of this Amendment Three with respect to (a) the method of payment, whether it be lump sum or installments, including the number of installments selected, and (b) the time for commencement of distribution of a Director's Deferred Compensation Account may not be revoked and shall govern the distribution of a Director's Deferred Compensation Account, except as provided in Section 6.6. This Amendment Number Three shall have no affect on the payment of benefits to Directors who completed service prior to the effective day of this Amendment, and their benefits shall be payable in accordance with the terms of the Plan prior to this Amendment. 6.4 A Director who has filed a termination of election may thereafter file a new election to participate to be effective as of the first day of the Plan Period subsequent to the filing of such new election. A new election is subject to all requirements for participation contained in this Article VI of the Plan. The new election shall not affect amounts previously deferred. 6.5 Any Director, who has an Accrued Pension as of the Termination Date, may make a single one-time election, on or before June 1, 1997 in writing and on a form prescribed by the Compensation Committee, to convert his or her Accrued Pension into a deferred pension account under the Plan (a "Deferred Pension Account"). Upon making a deferred pension election (a "Deferred Pension Election"), a new Deferred Pension Account will be

The initial Deferral Election made after the effective date of this Amendment Three with respect to (a) the method of payment, whether it be lump sum or installments, including the number of installments selected, and (b) the time for commencement of distribution of a Director's Deferred Compensation Account may not be revoked and shall govern the distribution of a Director's Deferred Compensation Account, except as provided in Section 6.6. This Amendment Number Three shall have no affect on the payment of benefits to Directors who completed service prior to the effective day of this Amendment, and their benefits shall be payable in accordance with the terms of the Plan prior to this Amendment. 6.4 A Director who has filed a termination of election may thereafter file a new election to participate to be effective as of the first day of the Plan Period subsequent to the filing of such new election. A new election is subject to all requirements for participation contained in this Article VI of the Plan. The new election shall not affect amounts previously deferred. 6.5 Any Director, who has an Accrued Pension as of the Termination Date, may make a single one-time election, on or before June 1, 1997 in writing and on a form prescribed by the Compensation Committee, to convert his or her Accrued Pension into a deferred pension account under the Plan (a "Deferred Pension Account"). Upon making a deferred pension election (a "Deferred Pension Election"), a new Deferred Pension Account will be established in the Director's name and will be credited with the amount of his or her Accrued Pension so converted. Once made, a Deferred Pension Election cannot be changed or revoked. A Deferred Pension Election shall defer the starting date for the payment of the designated amount of the Director's Accrued Pension, and any investment return credited thereon, until the termination of the Director's membership on the Board. In the event of any such Deferred Pension Election, the form of payment of any distribution (i.e., in a lump sum or in approximately equal quarterly or annual installments over a period not to exceed fifteen (15) years) and the starting date of such distribution (which may not be later than the date which is twenty-four (24) months following the date of termination of membership on the Board), shall be elected at the same time. Except as otherwise provided by the Plan, such form of payment and time of payment election shall not be changed or revoked. 6.6 Except as provided below, with the approval of the Compensation Committee, a Director may amend a prior Deferral Election on a form prescribed by the Compensation Committee not prior to the 390th day nor later than the 360th day prior to his termination of membership on the Board of Directors in order to change (a) the form, and/or (b) the time for commencement of the distribution of his Deferred Compensation Account in accordance with the terms of the Plan; provided, however, that any Director whose election is restricted by the Securities and Exchange Act of 1934, as amended, with respect to equity securities of The Southern Company, shall not be permitted to amend his Deferral Election if such an amendment would be restricted by Rule 16 of the Securities and Exchange Act of 1934, as amended.

Any such amendment to a prior Deferral Election, as described in this Section 6.6, shall be contingent upon the Director's completion of his term of membership on the Board of Directors, except in the event of the disability or death of such Director. ARTICLE VII DEFERRED COMPENSATION ACCOUNTS 7.1 An account shall be established on the Company books for each Director electing deferral, which shall be designated as the Deferred Compensation Account of said Director. The amounts computed in accordance with Article VI shall be credited to the account. 7.2 At the end of each Plan Period, a report shall be issued to each Director who has a Deferred Compensation Account which sets forth the amount and the Market Value of any shares of Common Stock (and fractions thereof) reflected in such account. ARTICLE VIII DISTRIBUTION OF ACCOUNTS

Any such amendment to a prior Deferral Election, as described in this Section 6.6, shall be contingent upon the Director's completion of his term of membership on the Board of Directors, except in the event of the disability or death of such Director. ARTICLE VII DEFERRED COMPENSATION ACCOUNTS 7.1 An account shall be established on the Company books for each Director electing deferral, which shall be designated as the Deferred Compensation Account of said Director. The amounts computed in accordance with Article VI shall be credited to the account. 7.2 At the end of each Plan Period, a report shall be issued to each Director who has a Deferred Compensation Account which sets forth the amount and the Market Value of any shares of Common Stock (and fractions thereof) reflected in such account. ARTICLE VIII DISTRIBUTION OF ACCOUNTS 8.1 When a Director terminates his membership on the Board of Directors, said Director shall be entitled to receive the entire amount and the market value of any shares of Common Stock (and fractions thereof) reflected in his Deferred Compensation Account as computed in accordance with Section 6.2, payable in cash in accordance with his deferral election pursuant to Section 6.3. No portion of a Director's Deferred Compensation Account shall be distributed in Common Stock. In the event a Director shall have elected to receive the balance of his Deferred Compensation Account in a lump sum, distribution shall be made following his termination of membership on the Board in accordance with his election regarding time of payment of benefits. In the alternative, the Director may irrevocably elect by written notice to the Secretary of the company to receive quarterly or annual installments of the deferred amount. The installments shall not extend over a period longer than fifteen (15) years. The election shall be part of the initial election to defer the payment of Compensation. The payment or payments shall be in cash. In the event the Director shall have elected to receive installments, the first payment shall commence in accordance with his election regarding the time of payment of benefits and shall be an amount equal to the balance in the Director's Deferred Compensation Account on such date divided by the number of installment payments. Each subsequent payment shall be an amount equal to the balance of the Director's Account on the payment date divided by the number of remaining payments. Notwithstanding a Directors election to receive his Deferred Compensation Account balance in installments, the Compensation Committee, upon request of the Director or his legal representative, and in its sole discretion, may accelerate the payment or any such installments for cause, such as financial hardship or financial emergency. The Market Value of any shares of Common Stock credited to a Director's Deferred Compensation Account shall be determined as of the twenty-fifth (25th) day of the month immediately preceding the date of any lump sum or installment distribution.

8.2 Upon the death of a Director, or a former Director prior to the payment of all amounts credited to said Director's Deferred Compensation Account, the entire unpaid balance shall be paid to the designated beneficiary of such Director or former Director within thirty (30) days of the date of death or as soon as reasonably possible thereafter. In the event a beneficiary designation is not on file or the designated beneficiary is deceased or cannot be located, payment shall be made to the estate of the Director or former Director. 8.3 The beneficiary designation referred to above may be changed by a Director or former Director at any time, and without the consent of the prior beneficiary, on a form to be provided by the Secretary of the Company. ARTICLE IV MISCELLANEOUS 9.1 No Director or Beneficiary shall have any right to sell, assign, transfer, encumber or otherwise convey the

8.2 Upon the death of a Director, or a former Director prior to the payment of all amounts credited to said Director's Deferred Compensation Account, the entire unpaid balance shall be paid to the designated beneficiary of such Director or former Director within thirty (30) days of the date of death or as soon as reasonably possible thereafter. In the event a beneficiary designation is not on file or the designated beneficiary is deceased or cannot be located, payment shall be made to the estate of the Director or former Director. 8.3 The beneficiary designation referred to above may be changed by a Director or former Director at any time, and without the consent of the prior beneficiary, on a form to be provided by the Secretary of the Company. ARTICLE IV MISCELLANEOUS 9.1 No Director or Beneficiary shall have any right to sell, assign, transfer, encumber or otherwise convey the right to receive payment of any benefit payable hereunder, which payment and the right thereto are expressly declared to be nonassignable and nontransferable. Any attempt to do so shall be null and void and of no effect. 9.2 The Company shall not reserve or otherwise set aside funds for the payment of its obligations hereunder, which obligations will be paid from the general assets of the Company. Notwithstanding that a Director shall be entitled to receive the entire amount in his Deferred Compensation Account as provided in Section 8.1, any amounts credited to a Director's Account to be paid to such Director shall at all times be subject to the claims of the Company's creditors. 9.3 The Board of Directors may terminate the Plan at any time or may, from time to time, amend the Plan; provided, however, that no such amendment or termination shall impair any rights to payments which had been deferred under the Plan prior to the termination or amendment. 9.4 This Plan shall be construed in accordance with and governed by the laws of the State of Alabama.

Exhibit 10(c)81 DEFERRED COMPENSATION PLAN FOR DIRECTORS OF GEORGIA POWER COMPANY Amended and Restated Effective November 19,1986 Article I -- Definitions 1.1 "Account" shall mean the Deferred Compensation Account established for each Director electing to participate in the Plan pursuant to Article VI.
1.2 "Board of Directors" or "Board" shall mean the Board of Directors of Georgia Power Company. "Common Stock" shall mean the common stock of The Southern Company. "Company" shall mean Georgia Power Company. "Compensation" shall mean the compensation payable to the Directors of the Company, including retainer fees and meeting fees, as determined from time to time by the Board of Directors. "Deferral Election" shall mean the written election by a Director to defer payment of all or a portion of his Compensation under the Plan pursuant to Article VI.

1.3 1.4 1.5

1.6

Exhibit 10(c)81 DEFERRED COMPENSATION PLAN FOR DIRECTORS OF GEORGIA POWER COMPANY Amended and Restated Effective November 19,1986 Article I -- Definitions 1.1 "Account" shall mean the Deferred Compensation Account established for each Director electing to participate in the Plan pursuant to Article VI.
1.2 "Board of Directors" or "Board" shall mean the Board of Directors of Georgia Power Company. "Common Stock" shall mean the common stock of The Southern Company. "Company" shall mean Georgia Power Company. "Compensation" shall mean the compensation payable to the Directors of the Company, including retainer fees and meeting fees, as determined from time to time by the Board of Directors. "Deferral Election" shall mean the written election by a Director to defer payment of all or a portion of his Compensation under the Plan pursuant to Article VI. "Director" shall mean a member of the Board of Directors and shall include an Advisory Director. "Investment Election" shall mean the written election by a Director to have his deferred Compensation invested pursuant to Section 7.2 or Section 7.3. "Market Value" shall mean the average of the high and low sale prices of the Common Stock, as published in The Wall Street Journal in its report of New York Stock Exchange composite transactions, on the date such Market Value is to be determined, as specified herein (or the average of the high and low sale prices on the trading day immediately preceding such date if the Common Stock is not traded on the New York Stock Exchange on such date). "Plan" shall mean the Deferred Compensation Plan for Directors of Georgia Power Company. "Plan Period" shall mean the Period designated in Article V. Article II--Purpose 2.1 The Plan provides a method of deferring payment to a Director of his Compensation until a date following the termination of his membership on the Board of Directors. Article III--Eligibility 3.1 An individual who serves as a Director and is not otherwise actively employed by the Company or any of its subsidiaries or affiliates shall be eligible to participate in the Plan. Article IV--Administration 4.1 The Plan shall be administered by the Compensation Committee of the Board of Directors, as appointed from time to time. The Compensation Committee shall have the power to interpret the Plan and, subject to its provisions, to make all determinations necessary or desirable for the Plan's administration.

1.3 1.4 1.5

1.6

1.7

1.8

1.9

1.10

1.11

Article V--Plan Periods 5.1 The first Plan Period shall commence April 1, 1982. Said first Plan Period shall be a nine-month period and all subsequent Plan Periods shall be on a calendar year basis, except that the initial Plan period applicable to any person elected to fill a vacancy on the Board of Directors who was not a Director on the preceding December 31 shall begin on the first day of such Director's membership on the Board of Directors. Article VI--Participation 6.1 Prior to the beginning of any Plan Period, a Director may elect to participate in the Plan by directing that payment of all or any part of the Compensation which would otherwise be paid to the Director in the next succeeding Plan Period be deferred until the Director terminates his membership on the Board of Directors and elects to commence distribution of his Deferred Compensation Account pursuant to the terms of the Plan. The Deferral Election shall be in writing on a form prescribed by the Compensation Committee and shall state (a) that the Director wishes to make an election to defer payment of his Compensation, (b) the percentage dollar amount of Compensation to be deferred, (c) the method of payment, which shall be the payment of a lump sum or a series of annual payments not to exceed ten (10), and (d) the time for commencement of distribution of his Account balance, which shall be not later than the first day of the month coinciding with or next following the second anniversary of the termination of his membership on the Board of Directors. Each Director making a Deferral Election in accordance with the terms of the Plan, and his successors, heirs and assigns shall be bound as to any action taken pursuant to the terms thereof and to the terms of the Plan. The Deferral Election shall be made by written notice delivered to the Secretary of the Company prior to the first day of the next succeeding Plan Period and shall be effective on the first day of such succeeding Plan Period. The Deferral Election made in accordance with this Article shall be irrevocable. Such Deferral Election shall continue from Plan Period to Plan Period unless the Director terminates participation or changes the Deferral Election regarding future payments by submitting a written request to the Secretary of the Company on a form prescribed by the Compensation Committee. Any such termination or change shall become effective as of the first day of the Plan Period next following the Plan Period in which such request is given. A termination of participation in the Plan or change in Deferral Election regarding future payments shall not affect amounts previously deferred. The initial Deferral Election made after the effective date of this Amendment and Restatement with respect to (a) the method of payment, whether it be lump sum or installments, including the number of installments selected, and (b) the time for commencement of distribution of a Participant's Account may not be revoked and shall govern the distribution of a Participant's Account, except as provided in Section 6.5. A Director who has filed a termination of Deferral Election may thereafter file a new Deferral Election to participate for Plan Periods subsequent to the Plan Period of the filing of such Deferral Election. The new Deferral Election shall not affect amounts previously deferred. A Director may amend a prior Deferral Election on a form prescribed by the Compensation Committee not prior to the sixtieth (60th) day nor later than the thirtieth (30th) day prior to his termination on the Board of Directors in order to change (a) the form, and/or (b) the time for commencement of his Deferred Compensation Account in accordance with the terms of the Plan. Article VII--Deferred Compensation Accounts 7.1 An Account shall be established on the Company books for each Director electing to defer all or a portion of his Compensation, which shall be credited with (a) any Compensation deferred in accordance with Article VI and (b) pursuant to each Director's Investment Election, the amounts computed in accordance with Section 7.2 and/or the number of shares computed in accordance with Section 7.3.

6.2

6.3

6.4

6.5

7.2

The Deferred Compensation Account of each Director electing to invest his deferred Compensation for a Plan Period pursuant to this Section 7.2 shall be credited with an amount computed by the Company by treating the amount deferred as a sum certain to which the Company will add in lieu of interest an amount equal to the prime rate of interest set by The First National Bank of Atlanta. Interest shall be computed as if credited from the date such Compensation would otherwise have been paid and shall be compounded quarterly at the end of each calendar quarter. The prime rate in effect on the first day of each calendar quarter shall be deemed the prime rate in effect for each calendar quarter. Interest will be treated as if accrued and will be compounded on any balance until such amount is fully distributed. The Deferred Compensation Account of each Director electing to invest his Deferred Compensation for a Plan Period pursuant to this Section 7.3 shall be credited with the number of shares (including fractional shares) of Common Stock which could have been purchased on the date such Deferred Compensation otherwise would have been paid based upon the Common Stock's Market Value. As of each date of payment of dividends on the Common Stock, there shall be credited with respect to shares of Common Stock in the Director's Deferred Compensation Account such additional shares(including fractional shares) of Common Stock as follows: (a) In the case of cash dividends, such additional shares as could be purchased at the Market Value as of the dividend payment date with the dividends which would have been payable if the credited shares had been outstanding; In the case of dividends payable in property other than cash or Common Stock, such additional shares as could be purchased at the Market Value as of the payment date with the fair market value of the property which would have been payable if the credited shares had been outstanding; or In the case of dividends payable in Common Stock, such additional shares as would have been payable on the credited shares if they had been outstanding.

7.3

(b)

(c)

7.4

The Investment Election by a Director with respect to his Deferred Compensation Account shall be made in writing on a form prescribed by the Compensation Committee. Any Investment Election shall be delivered to the Secretary of the Company prior to the first day of the next succeeding Plan Period and shall be effective on the first day of such succeeding Plan Period. The Investment Election made in accordance with this Article VII shall be irrevocable. Such Investment Election shall continue from Plan Period to Plan Period unless the Director changes the Investment Election regarding future Deferred Compensation by submitting a written request to the Secretary of the Company on a form prescribed by the Compensation Committee. Any such change shall become effective as of the first day of the Plan Period next following the Plan Period in which such request is given. At the end of each Plan Period, a report shall be issued to each Director who has a Deferred Compensation Account which sets forth the amount and Market Value of any shares of Common Stock (and fractions thereof) reflected in such Account. Article VIII--Distribution of Accounts

7.5

8.1

When a Director terminates his membership on the Board of Directors, said Director shall be entitled to receive the entire amount and the Market Value of any shares of Common Stock (and fractions thereof) reflected in his Deferred Compensation Account payable in cash in accordance with his Deferral Election. No portion of a Director's Deferred Compensation Account shall be distributed in Common Stock. In the event a Director shall have elected to receive the balance of his Deferred Compensation Account in a lump sum, distribution shall be made on the first day of the month selected by the Director in accordance with the terms of the Plan, or as soon as reasonably possible thereafter. In the event the Director shall have elected to receive annual installments, the first payment shall be on the first day of the month selected by a Director, or as soon as reasonably possible thereafter, and shall be an amount equal to the balance in the

Director's Account on such date divided by the number of annual installment payments. Each subsequent annual payment shall be an amount equal to the balance in the Director's Account on the payment date divided by the number of remaining annual payments and shall be paid on the anniversary of the preceding payment date. The Market Value of any shares of Common Stock credited to a Director's Deferred Compensation Account shall be determined as of the twenty-fifth (25th) day of the month immediately preceding the date of any lump sum or installment distribution. 8.2 Upon the death of a Director, or a former Director, prior to the payment of all amounts and the Market Value of any shares of Common Stock (and fractions thereof) credited to said Director's Account, the unpaid balance shall be paid at the sole discretion of the Compensation Committee (a) in a lump sum to the designated beneficiary of such Director or former Director within thirty (30) days of the date of death (or as soon as reasonably possible thereafter) or (b) in accordance with the Deferral Election made by such Director or former Director. In the event a beneficiary designation has not been made, or the designated beneficiary is deceased or cannot be located, payment shall be made to the estate of the Director or former Director. The Market Value of any shares of Common Stock credited to a Director's Deferred Compensation Account shall be determined as of the twenty fifth (25th) day of the month immediately preceding the date of any lump sum or installment distribution. The beneficiary designation referred to above may be changed by a Director or former Director at any time, and without the consent of the prior beneficiary, on a form to be provided by the Secretary of the Company. Article IX--Miscellaneous 9.1 No Director or beneficiary shall have any right to sell, assign, transfer, encumber or otherwise convey the right to receive payment of any benefit payable here under, which payment and the right thereto are expressly declared to be nonassignable and nontransferable. Any attempt to do so shall be null and void and of no effect. The Company shall not reserve or otherwise set aside funds for the payment of its obligations here under, which obligations will be paid from the general assets of the Company. Notwithstanding that a Director shall be entitled to receive the entire amount in his Deferred Compensation Account as provided in Section 8.1, any amounts credited to a Director's Account to be paid to such Director shall at all times be subject to the claims of the Company's creditors. The Board of Directors may terminate the Plan at any time or may, from time to time, amend the Plan; provided, however, that no such amendment or termination shall impair any rights to payments which had been deferred under the Plan prior to the termination or amendment. This Plan shall be construed in accordance with and governed by the laws of the State of Georgia.

8.3

9.2

9.3

9.4

Exhibit 10(d)41 DEFERRED COMPENSATION PLAN FOR DIRECTORS OF GULF POWER COMPANY
Amended and Restated Effective January 1, 1987 Article I Definitions

Exhibit 10(d)41 DEFERRED COMPENSATION PLAN FOR DIRECTORS OF GULF POWER COMPANY
Amended and Restated Effective January 1, 1987 Article I Definitions 1.1 "Account" shall mean the Deferred Compensation Account established for each Director electing to participate in the Plan pursuant to Article VI. "Board of Directors" or "Board" shall mean the Board of Directors of Gulf Power Company. "Common Stock" shall mean the common stock of The Southern Company. "Company" shall mean Gulf Power Company. "Compensation" shall mean the compensation payable to the Directors of the Company, including retainer fees and meeting fees, as determined from time to time by the Board of Directors. "Deferral Election" shall mean the written election by a Director to defer payment of all or a portion of his Compensation under the Plan pursuant to Article VI. "Director" shall mean a member of the Board of Directors and shall include an Advisory Director. "Investment Election" shall mean the written election by a Director to have his Deferred Compensation invested pursuant to Section 7.2 or Section 7.3. "Market Value" shall mean the average of the high and low prices of the Common Stock, as Published in the Wall Street Journal in its report of New York Stock Exchange composite transactions, on the date such Market Value is to be determined, as specified herein (or the average of the high and low sale prices on the trading day immediately preceding such date if the Common Stock is not traded on the New York Stock Exchange on such date). "Plan" shall mean the Deferred Compensation Plan for Directors of Gulf Power Company. "Plan Period" shall mean the period designated in Article V.

1.2

1.3 1.4 1.5

1.6

1.7

1.8

1.9

1.10

1.11

II-5

Article II Purpose 2.1 The Plan provides a method of deferring payment to a Director of his Compensation until a date following the termination of his membership on the Board of Directors. Article III

Article II Purpose 2.1 The Plan provides a method of deferring payment to a Director of his Compensation until a date following the termination of his membership on the Board of Directors. Article III Eligibility 3.1 An individual who serves as a Director and is not otherwise actively employed by the Company or any of its subsidiaries or affiliates shall be eligible to participate in the Plan. Article IV Administration 4.1 The Plan shall be administered by the Compensation Committee of the Board of Directors, as appointed from time to time. The Compensation Committee shall have the power to interpret the Plan and, subject to its provisions, to make all determinations necessary or desirable for the Plan's administration. Article V Plan Periods 5.1 The first Plan Period shall commence June 1, 1981. Said first Plan Period shall be a seven-month period and all subsequent Plan Periods shall be on a calendar year basis, except that the initial Plan Period applicable to any person elected to fill a vacancy on the Board of Directors who was not a Director on the preceding December 31 shall begin on the first day of such Director's membership on the Board of Directors. Article VI Participation 6.1 Prior to the beginning of any Plan Period, a Director may elect to participate in the Plan by directing that payment of all or any part of the Compensation which would otherwise be paid to the Director in the next succeeding Plan period be deferred until the Director terminates his membership on the Board of Directors and elects to commence distribution of his Deferred Compensation Account pursuant to the terms of the Plan. 6.2 The Deferral Election shall be in writing on a form prescribed by the Compensation Committee and shall state (a) that the Director wishes to make an election to defer payment of his Compensation, (b) the percentage/dollar amount of Compensation to be deferred, (c) the method of II-6

payment, which shall be the payment of a lump sum or a series of annual payments not to exceed ten (10), and (d) the time for commencement of distribution of his Account balance, which shall be not later than the first day of the month coinciding with or next following the second anniversary of the termination of his membership on the Board of Directors. Each Director making a Deferral Election in accordance with the terms of the Plan, and his successors, heirs and assigns shall be bound as to any action taken pursuant to the terms thereof and to the terms of the Plan. 6.3 The Deferral Election shall be made by written notice delivered to the Corporate Secretary of the Company prior to the first day of the next succeeding Plan Period and shall be effective on the first day of such succeeding Plan Period. The Deferral Election made in accordance with this Article shall be irrevocable during that Plan

payment, which shall be the payment of a lump sum or a series of annual payments not to exceed ten (10), and (d) the time for commencement of distribution of his Account balance, which shall be not later than the first day of the month coinciding with or next following the second anniversary of the termination of his membership on the Board of Directors. Each Director making a Deferral Election in accordance with the terms of the Plan, and his successors, heirs and assigns shall be bound as to any action taken pursuant to the terms thereof and to the terms of the Plan. 6.3 The Deferral Election shall be made by written notice delivered to the Corporate Secretary of the Company prior to the first day of the next succeeding Plan Period and shall be effective on the first day of such succeeding Plan Period. The Deferral Election made in accordance with this Article shall be irrevocable during that Plan Period. Such Deferral Election shall continue from Plan Period to Plan Period unless the Director terminates participation or changes the Deferral Election regarding future payments by submitting a written request to the Corporate Secretary of the Company on a form prescribed by the Compensation Committee. Any such termination or change shall become effective as of the first day of the Plan Period next following the Plan Period in which such request is given. A termination of participation in the Plan or change in Deferral Election regarding future payments shall not affect amounts previously deferred. The initial Deferral Election made after the effective date of this Amendment and Restatement with respect to (a) the method of payment, whether it be lump sum or installments, including the number of installments selected, and (b) the time for commencement of distribution of a Participants Account may not be revoked and shall govern the distribution of a Participant's Account, except as provided in Section 6.5. 6.4 A Director who has filed a termination of Deferral Election may thereafter file a new Deferral Election to participate for Plan Periods subsequent to the Plan Period of the filing of such Deferral Election. The new Deferral Election shall not affect amounts previously deferred. 6.5 With the approval of the Compensation Committee, a Director may amend a prior Deferral Election on a form prescribed by the Compensation Committee not prior to the 390th day nor later than the 360th day prior to his termination on the Board of Directors in order to change (a) the form, and/or (b) the time for commencement of the distribution of his Deferred Compensation Account in accordance with the terms of the Plan. Any such amendment to a prior Deferral Election, as described in this Section 6.5, shall be contingent upon the Director's completion of his term of membership on the Board of Directors, except in the event of the disability or death of such Director. II-7

Article VII Deferred Compensation Accounts 7.1 An Account shall be established on the Company books for each Director electing to defer all or a portion of his compensation, which shall be credited with (a) any Compensation deferred in accordance with Article VI and (b) pursuant to each Director's Investment Election, the amounts computed in accordance with Section 7.2 and/or the number of shares computed in accordance with Section 7.3. 7.2 The Deferred Compensation Account of each Director electing to invest his Deferred Compensation for a Plan Period pursuant to this Section 7.2 shall be credited with an amount computed by the Company by treating the amount deferred as a sum certain to which the Company will add in lieu of interest an amount equal to the prime rate of interest set by the First National Bank of Atlanta. Interest shall be computed as if credited from the date such Compensation would otherwise have been paid and shall be compounded quarterly at the end of each calendar quarter. The prime rate in effect on the first day of each calendar quarter shall be deemed the prime rate in effect for each calendar quarter. Interest will be treated as if accrued and will be compounded on any balance until such amount is fully distributed. 7.3 The Deferred Compensation Account of each Director electing to invest his Deferred Compensation for a Plan Period pursuant to this Section 7.3 shall be credited with the number of shares (including fractional shares) of Common Stock which could have been Purchased on the date such Deferred Compensation otherwise would have been paid based upon the Common Stock's Market Value. As of each date of payment of dividends on the Common Stock, there shall be credited with respect to shares of Common Stock in the Director's Deferred

Article VII Deferred Compensation Accounts 7.1 An Account shall be established on the Company books for each Director electing to defer all or a portion of his compensation, which shall be credited with (a) any Compensation deferred in accordance with Article VI and (b) pursuant to each Director's Investment Election, the amounts computed in accordance with Section 7.2 and/or the number of shares computed in accordance with Section 7.3. 7.2 The Deferred Compensation Account of each Director electing to invest his Deferred Compensation for a Plan Period pursuant to this Section 7.2 shall be credited with an amount computed by the Company by treating the amount deferred as a sum certain to which the Company will add in lieu of interest an amount equal to the prime rate of interest set by the First National Bank of Atlanta. Interest shall be computed as if credited from the date such Compensation would otherwise have been paid and shall be compounded quarterly at the end of each calendar quarter. The prime rate in effect on the first day of each calendar quarter shall be deemed the prime rate in effect for each calendar quarter. Interest will be treated as if accrued and will be compounded on any balance until such amount is fully distributed. 7.3 The Deferred Compensation Account of each Director electing to invest his Deferred Compensation for a Plan Period pursuant to this Section 7.3 shall be credited with the number of shares (including fractional shares) of Common Stock which could have been Purchased on the date such Deferred Compensation otherwise would have been paid based upon the Common Stock's Market Value. As of each date of payment of dividends on the Common Stock, there shall be credited with respect to shares of Common Stock in the Director's Deferred Compensation Account such additional shares (including fractional shares) of Common Stock as follows: (a) In the case of cash dividends, such additional shares as could be purchased at the Market Value as of the dividend payment date with the dividends which would have been payable if the credited shares had been outstanding; (b) In the case of dividends payable in property other than cash or Common Stock, such additional shares as could be purchased at the Market Value as of the payment date with the fair market value of the property which would have been payable if the credited shares had been outstanding; or (c) In the case of dividends payable in Common Stock, such additional shares as would have been payable on the credited shares if they had been outstanding. II-8

7.4 The Investment Election by a Director with respect to his Deferred Compensation Account shall be made in writing on a form prescribed by the Compensation Committee and delivered to the Corporate Secretary of the Company prior to the first day of the next succeeding Plan Period and shall be effective on the first day of such succeeding Plan Period. The Investment Election made in accordance with this Article VII shall be irrevocable during that Plan Period. Such Investment Election shall continue from Plan Period to Plan Period unless the Director changes the Investment Election regarding future deferred Compensation by submitting a written request to the Corporate Secretary of the Company on a form prescribed by the Compensation Committee. Any such change shall become effective as of the first day of the Plan Period next following the Plan Period in which such request is given. 7.5 At the end of each Plan Period, a report shall be issued to each Director who has a Deferred Compensation Account which sets forth the amount and Market Value of any shares of Common Stock (and fractions thereof) reflected in such Account. Article VIII Distribution of Accounts 8.1 When a Director terminates his membership on the Board of Directors, said Director shall be entitled to receive the entire amount and the Market Value of any shares of Common Stock (and fractions thereof) reflected

7.4 The Investment Election by a Director with respect to his Deferred Compensation Account shall be made in writing on a form prescribed by the Compensation Committee and delivered to the Corporate Secretary of the Company prior to the first day of the next succeeding Plan Period and shall be effective on the first day of such succeeding Plan Period. The Investment Election made in accordance with this Article VII shall be irrevocable during that Plan Period. Such Investment Election shall continue from Plan Period to Plan Period unless the Director changes the Investment Election regarding future deferred Compensation by submitting a written request to the Corporate Secretary of the Company on a form prescribed by the Compensation Committee. Any such change shall become effective as of the first day of the Plan Period next following the Plan Period in which such request is given. 7.5 At the end of each Plan Period, a report shall be issued to each Director who has a Deferred Compensation Account which sets forth the amount and Market Value of any shares of Common Stock (and fractions thereof) reflected in such Account. Article VIII Distribution of Accounts 8.1 When a Director terminates his membership on the Board of Directors, said Director shall be entitled to receive the entire amount and the Market Value of any shares of Common Stock (and fractions thereof) reflected in his Deferred Compensation Account payable in cash in accordance with his Deferral Election. No portion of a Director's Deferred Compensation Account shall be distributed in Common Stock. In the event a Director shall have elected to receive the balance of his Deferred Compensation Account in a lump sum, distribution shall be made on the first day of the month selected by the Director in accordance with the terms of the Plan, or as soon as reasonably possible thereafter. In the event the Director shall have elected to receive annual installments, the first payment shall be on the first day of the month selected by a Director, or as soon as reasonably possible thereafter, and shall be paid an amount equal to the balance in the Director's Account on such date divided by the number of annual installment payments. Each subsequent annual payment shall be an amount equal to the balance in the Director's Account on the payment date divided by the number of remaining annual payments and shall be paid on the anniversary of the preceding payment date. Notwithstanding a Director's election to receive his Deferred Compensation Account balance in annual installments, the Compensation Committee, in its sole discretion upon request of the Director or his legal representative, may accelerate the payment of any such installments for cause. The Market Value of any shares of Common Stock credited to a Director's Deferred Compensation Account shall be determined as of the twenty-fifth (25th) day of the month immediately preceding the date of any lump sum or installment distribution. II-9 8.2 Upon the death of a Director, or a former Director prior to the payment of all amounts and the Market Value of any shares of Common Stock (and fractions thereof) credited to said Director's Account, the unpaid balance shall be paid in the sole discretion of the Compensation Committee (a) in a lump sum to the designated beneficiary of such Director or former Director within thirty (30) days of the date of death (or as soon as reasonably possible thereafter) or (b) in accordance with the Deferral Election made by such Director or former Director. In the event a beneficiary designation has not been made, or the designated beneficiary is deceased or cannot be located, payment shall be made to the estate of the Director or former Director. The Market Value of any shares of Common Stock credited to a Director's Deferred Compensation Account shall be determined as of the twenty-fifth (25th) day of the month immediately preceding the date of any lump sum or installment distribution. 8.3 The beneficiary designation referred to above may be changed by a Director or former Director at any time, and without the consent of the prior beneficiary, on a form to be provided by the Corporate Secretary of the Company. Article IX Miscellaneous 9.1 No Director or beneficiary shall have any right to sell, assign, transfer, encumber or otherwise convey the

right to receive payment of any benefit payable hereunder, which payment and the right thereto are expressly declared to be nonassignable and non-transferable. Any attempt to do so shall be null and void and of no effect. 9.2 The Company shall not reserve or otherwise set aside funds for the payment of its obligations hereunder, which obligations will be paid from the general assets of the Company. Notwithstanding that Director shall be entitled to receive the entire amount in his Deferred Compensation Account as provided in Section 8.1, any amounts credited to a Director's Account to be paid to such Director shall at all times be subject to the claims of the Company's creditors. 9.3 The Board of Directors may terminate the Plan at any time or may, from time to time, amend the Plan; provided, however, that no such amendment or termination shall impair any rights to payments which had been deferred under the Plan prior to the termination or amendment. 9.4 This Plan shall be construed in accordance with and governed by the laws of the State of Florida. II-10

FIRST AMENDMENT TO THE DEFERRED COMPENSATION PLAN FOR DIRECTORS OF GULF POWER COMPANY WHEREAS, the Board of Directors of Gulf Power Company (the "Company") heretofore adopted the amendment and restatement of the Deferred Compensation Plan for Directors of Gulf Power Company (the "Plan") effective as of January 16, 1987; and WHEREAS, the Board of Directors of the Company desires to amend the Plan to comply with changes in the Securities and Exchange Act of 1934; and WHEREAS, under Section 9.3 of the Plan, the Board of Directors has the authority to amend the Plan at any time. NOW THEREFORE, effective as of the date of execution, the Board of Directors hereby amends the Plan as follows: 1. Section 6.5 of the Plan shall be amended by deleting said Section in its entirety and substituting therefore the following language: 6.5 Except as provided below, with the approval of the Compensation Committee, a Director may amend a prior Deferral Election on a form prescribed by the Compensation Committee not prior to the 390th day nor later than the 360th day prior to his termination of membership on the Board of Directors in order to change (a) the form, and/or (b) the time for commencement of the distribution of his Deferred Compensation Account in accordance with the terms of the Plan; provided, however, that any Director who is required to file reports pursuant to Section 16(a) of the Securities and Exchange Act of 1934, as amended, with respect to equity securities of The Southern Company shall not be permitted to amend his Deferral Election during any time period for which such Director is required to file any such reports with respect to the portion of his Deferred Compensation Account invested in accordance with the provisions of Section 7.3 of the Plan. Any such amendment to a prior Deferral Election, as described in this Section 6.5, shall be contingent upon the Director's completion of his term of membership on the Board of Directors, except in the event of the disability or death of such Director. 2. Except as amended herein by this First Amendment, the Plan shall remain in full force and effect as adopted and

FIRST AMENDMENT TO THE DEFERRED COMPENSATION PLAN FOR DIRECTORS OF GULF POWER COMPANY WHEREAS, the Board of Directors of Gulf Power Company (the "Company") heretofore adopted the amendment and restatement of the Deferred Compensation Plan for Directors of Gulf Power Company (the "Plan") effective as of January 16, 1987; and WHEREAS, the Board of Directors of the Company desires to amend the Plan to comply with changes in the Securities and Exchange Act of 1934; and WHEREAS, under Section 9.3 of the Plan, the Board of Directors has the authority to amend the Plan at any time. NOW THEREFORE, effective as of the date of execution, the Board of Directors hereby amends the Plan as follows: 1. Section 6.5 of the Plan shall be amended by deleting said Section in its entirety and substituting therefore the following language: 6.5 Except as provided below, with the approval of the Compensation Committee, a Director may amend a prior Deferral Election on a form prescribed by the Compensation Committee not prior to the 390th day nor later than the 360th day prior to his termination of membership on the Board of Directors in order to change (a) the form, and/or (b) the time for commencement of the distribution of his Deferred Compensation Account in accordance with the terms of the Plan; provided, however, that any Director who is required to file reports pursuant to Section 16(a) of the Securities and Exchange Act of 1934, as amended, with respect to equity securities of The Southern Company shall not be permitted to amend his Deferral Election during any time period for which such Director is required to file any such reports with respect to the portion of his Deferred Compensation Account invested in accordance with the provisions of Section 7.3 of the Plan. Any such amendment to a prior Deferral Election, as described in this Section 6.5, shall be contingent upon the Director's completion of his term of membership on the Board of Directors, except in the event of the disability or death of such Director. 2. Except as amended herein by this First Amendment, the Plan shall remain in full force and effect as adopted and amended by the Company prior to the adoption of this First Amendment.

IN WITNESS WHEREOF, this First Amendment has been executed pursuant to resolutions of the Board of Directors of Gulf Power Company this 1st day of February, 1993, to be effective as of the date of execution. GULF POWER COMPANY
By: /s/ D. L. McCrary ------------------Its: President -----------------Attest:

By: /s/ W. E. Tate ------------------------

IN WITNESS WHEREOF, this First Amendment has been executed pursuant to resolutions of the Board of Directors of Gulf Power Company this 1st day of February, 1993, to be effective as of the date of execution. GULF POWER COMPANY
By: /s/ D. L. McCrary ------------------Its: President -----------------Attest:

By: /s/ W. E. Tate -----------------------Its: Secretary & Treasurer -----------------------

(CORPORATE SEAL) -2-

SECOND AMENDMENT TO THE DEFERRED COMPENSATION PLAN FOR DIRECTORS OF GULF POWER COMPANY WHEREAS, the Board of Directors of Gulf Power Company (the "Company') heretofore adopted the Amendment and Restatement of the Deferred Compensation Plan for Directors of Gulf Power Company (the "Plan') effective as of January 16, 1987; and WHEREAS, the Board of Directors of the Company desires to amend the Plan to address the payment of compensation in the form of stock to Participants in the Plan; and WHEREAS, under Section 9.3 of the Plan, the Board of Directors has the authority to amend the Plan at any time. NOW, THEREFORE, effective as of the date of execution set forth below, the Board of Directors hereby amends the Plan as follows: 1. Section 1.5 of the Plan shall be amended by deleting said Section in its entirety and substituting therefore the following language: 1.5 "Compensation" shall mean the compensation payable to the Directors of the Company, including retainer fees and meeting fees, but excluding any amount paid in the form of stock, as determined from time to time by the Board of Directors. 2. Section 6.3 of the Plan shall be amended by adding to the end of such Section the following language: Notwithstanding the foregoing, if the Compensation paid to a Director is increased during a Plan Period, such Director shall receive a Deferral Election Form proscribed by the Compensation Committee and shall be entitled to make a new deferral election regarding increased future Compensation effective as of the date the increase in Compensation occurs.

SECOND AMENDMENT TO THE DEFERRED COMPENSATION PLAN FOR DIRECTORS OF GULF POWER COMPANY WHEREAS, the Board of Directors of Gulf Power Company (the "Company') heretofore adopted the Amendment and Restatement of the Deferred Compensation Plan for Directors of Gulf Power Company (the "Plan') effective as of January 16, 1987; and WHEREAS, the Board of Directors of the Company desires to amend the Plan to address the payment of compensation in the form of stock to Participants in the Plan; and WHEREAS, under Section 9.3 of the Plan, the Board of Directors has the authority to amend the Plan at any time. NOW, THEREFORE, effective as of the date of execution set forth below, the Board of Directors hereby amends the Plan as follows: 1. Section 1.5 of the Plan shall be amended by deleting said Section in its entirety and substituting therefore the following language: 1.5 "Compensation" shall mean the compensation payable to the Directors of the Company, including retainer fees and meeting fees, but excluding any amount paid in the form of stock, as determined from time to time by the Board of Directors. 2. Section 6.3 of the Plan shall be amended by adding to the end of such Section the following language: Notwithstanding the foregoing, if the Compensation paid to a Director is increased during a Plan Period, such Director shall receive a Deferral Election Form proscribed by the Compensation Committee and shall be entitled to make a new deferral election regarding increased future Compensation effective as of the date the increase in Compensation occurs. 3. Except as amended herein by this Second Amendment, the Plan shall remain in full force and effect as adopted and amended by the Company prior to adoption of this Second Amendment.

IN WITNESS WHEREOF, this Second Amendment has been executed pursuant to resolutions of the Board of Directors of Gulf Power Company this 27th day of July, 1994, to be effective as of the date of execution. GULF POWER COMPANY
By: /s/ Travis J. Bowden

Its: President --------------------------------

ATTEST: By: /s/ W. E. Tate --------------------------------Its: Secretary/Treasurer

IN WITNESS WHEREOF, this Second Amendment has been executed pursuant to resolutions of the Board of Directors of Gulf Power Company this 27th day of July, 1994, to be effective as of the date of execution. GULF POWER COMPANY
By: /s/ Travis J. Bowden

Its: President --------------------------------

ATTEST: By: /s/ W. E. Tate --------------------------------Its: Secretary/Treasurer

[CORPORATE SEAL] 2

THIRD AMENDMENT TO THE DEFERRED COMPENSATION PLAN FOR DIRECTORS OF GULF POWER COMPANY WHEREAS, the Board of Directors of Gulf Power Company (the "Company") heretofore adopted the amendment and restatement of the Deferred Compensation Plan for the Directors of Gulf Power Company (the "Plan") effective as of January 1, 1987; and WHEREAS, under Section 9.3 of the Plan, the Board of Directors has the authority to amend the Plan from time to time; and WHEREAS, the Board of Directors of the Company desires to amend the Plan to add an additional deferral feature; NOW, THEREFORE, effective as of April 25, 1997, the Board of Directors hereby amends the Plan as follows:
1. A new Section 1.15 is hereby added to the Plan and shall read as follows: "Accrued Pension" means the U.S. dollar amount of the actuarially-determined present value of the accrued and unpaid past service pension benefits under The Southern Company OutsideDirectors' Pension Plan (the "Directors Pension Plan ") of a Director acting as such at and as of December 31, 1996, as calculated as of the termination date of the Directors Pension Plan (the "Termination Date"), taking into account the Directors age and years and months of past service and such other assumptions as shall be reasonable and uniformly applied to all Directors. A new Section 6.25 is hereby added to the Plan and shall read as follows: Deferred Pension Election (a) Any Director, who has an Accrued Pension as of the Termination Date, may make a single one- time election, on or before April 25, 1997 in writing and on a form to be furnished by the Committee, to convert his or her Accrued Pension into a deferred pension account under the Plan (a "Deferred Pension Account").

1.15

2.

6.25

THIRD AMENDMENT TO THE DEFERRED COMPENSATION PLAN FOR DIRECTORS OF GULF POWER COMPANY WHEREAS, the Board of Directors of Gulf Power Company (the "Company") heretofore adopted the amendment and restatement of the Deferred Compensation Plan for the Directors of Gulf Power Company (the "Plan") effective as of January 1, 1987; and WHEREAS, under Section 9.3 of the Plan, the Board of Directors has the authority to amend the Plan from time to time; and WHEREAS, the Board of Directors of the Company desires to amend the Plan to add an additional deferral feature; NOW, THEREFORE, effective as of April 25, 1997, the Board of Directors hereby amends the Plan as follows:
1. A new Section 1.15 is hereby added to the Plan and shall read as follows: "Accrued Pension" means the U.S. dollar amount of the actuarially-determined present value of the accrued and unpaid past service pension benefits under The Southern Company OutsideDirectors' Pension Plan (the "Directors Pension Plan ") of a Director acting as such at and as of December 31, 1996, as calculated as of the termination date of the Directors Pension Plan (the "Termination Date"), taking into account the Directors age and years and months of past service and such other assumptions as shall be reasonable and uniformly applied to all Directors. A new Section 6.25 is hereby added to the Plan and shall read as follows: Deferred Pension Election (a) Any Director, who has an Accrued Pension as of the Termination Date, may make a single one- time election, on or before April 25, 1997 in writing and on a form to be furnished by the Committee, to convert his or her Accrued Pension into a deferred pension account under the Plan (a "Deferred Pension Account").

1.15

2.

6.25

Upon making a deferred pension election (a "Deferred Pension Election '), a new Deferred Pension Account will be established in the Director's name and will be credited with the amount of his or her Accrued Pension so converted. (b) Once made, a Deferred Pension Election cannot be changed or revoked. (c) A Deferred Pension Election shall defer the starting date for the payment of the designated amount of the

Upon making a deferred pension election (a "Deferred Pension Election '), a new Deferred Pension Account will be established in the Director's name and will be credited with the amount of his or her Accrued Pension so converted. (b) Once made, a Deferred Pension Election cannot be changed or revoked. (c) A Deferred Pension Election shall defer the starting date for the payment of the designated amount of the Director's Accrued Pension, and any investment return credited thereon, until the termination of the Director's membership on the Board. (d) In the event of any such Deferred Pension Election, the form of payment of any distribution (i.e., in a lump sum or in up to ten approximately equal annual installments) and the starting date of such distribution, (which may not be later than the date which is twenty- four (24) months following the date of termination of membership on the Board) shall be elected at the same time. Except as herein provided, such form-of-payment election shall not be changed or revoked. IN WITNESS WHEREOF, this Third Amendment has been executed pursuant to resolutions of the Board of Directors of Gulf Power Company this 25th day of April, 1997, to be effective as of the date of execution. GULF POWER COMPANY
By: /s/ Travis J. Bowden

Its: President --------------------Attest:

By: /s/ W. E. Tate ---------------------Its: Secretary/Treasurer

(Corporate Seal) -2April 25, 1997

Exhibit 10(e)37 DEFERRED COMPENSATION PLAN FOR DIRECTORS OF MISSISSIPPI POWER COMPANY Amended and Restated Effective January 1, 2000

SECTION 1
Definitions 1.1 "Beneficial Ownership" means beneficial ownership within the meaning of Rule 13d-3 promulgated under the Exchange Act.

"Board" or "Board of Directors" means the Board of Directors of the Company.

Exhibit 10(e)37 DEFERRED COMPENSATION PLAN FOR DIRECTORS OF MISSISSIPPI POWER COMPANY Amended and Restated Effective January 1, 2000

SECTION 1
Definitions 1.1 "Beneficial Ownership" means beneficial ownership within the meaning of Rule 13d-3 promulgated under the Exchange Act.

"Board" or "Board of Directors" means the Board of Directors of the Company. 1.3 "Business Combination" means a reorganization, merger or consolidation or sale of Southern, or a sale of all or substantially all of Southern's assets. "Cash Compensation" means the annual retainer fees and meeting fees payable to a Director in cash. "Code" means the Internal Revenue Code of 1986, as amended, or any successor statute. "Committee" means the Compensation Committee of the Board, or such other committee as may be designated by the Board to be responsible for administering the Plan. "Common Stock" means the common stock of Southern, including any shares into which it may be split, subdivided, or combined. "Company" means Mississippi Power Company or any successor thereto. "Company Change in Control" means the following: (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 the Company; provided, however, that for purposes of this Section 1.9, any acquisition by an Employee, or Group composed entirely of Employees, any qualified pension plan, any publicly held mutual fund or any employee benefit plan (or related trust) sponsored or maintained by Southern or any corporation Controlled by Southern shall not constitute a Change in Control; (b) Consummation of a reorganization, merger or consolidation of the Company (a "Company Business Combination"), in each case, unless, following such Company Business Combination, Southern Controls the corporation surviving or resulting from such Company Business Combination; or (c) Consummation of the sale or other disposition of all or substantially all of the assets of the Company to an entity which Southern does not Control. 1.10 "Compensation Payment Date" means the date on which compensation, including cash retainer, meeting fees, and the Stock Retainer, is payable to a Director or compensation would otherwise be payable to a Director if an election to defer such compensation had not been made. "Consummation" means 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.

1.4

1.5

1.6

1.7

1.8 1.9

1.11

SECTION 1
Definitions 1.1 "Beneficial Ownership" means beneficial ownership within the meaning of Rule 13d-3 promulgated under the Exchange Act.

"Board" or "Board of Directors" means the Board of Directors of the Company. 1.3 "Business Combination" means a reorganization, merger or consolidation or sale of Southern, or a sale of all or substantially all of Southern's assets. "Cash Compensation" means the annual retainer fees and meeting fees payable to a Director in cash. "Code" means the Internal Revenue Code of 1986, as amended, or any successor statute. "Committee" means the Compensation Committee of the Board, or such other committee as may be designated by the Board to be responsible for administering the Plan. "Common Stock" means the common stock of Southern, including any shares into which it may be split, subdivided, or combined. "Company" means Mississippi Power Company or any successor thereto. "Company Change in Control" means the following: (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 the Company; provided, however, that for purposes of this Section 1.9, any acquisition by an Employee, or Group composed entirely of Employees, any qualified pension plan, any publicly held mutual fund or any employee benefit plan (or related trust) sponsored or maintained by Southern or any corporation Controlled by Southern shall not constitute a Change in Control; (b) Consummation of a reorganization, merger or consolidation of the Company (a "Company Business Combination"), in each case, unless, following such Company Business Combination, Southern Controls the corporation surviving or resulting from such Company Business Combination; or (c) Consummation of the sale or other disposition of all or substantially all of the assets of the Company to an entity which Southern does not Control. 1.10 "Compensation Payment Date" means the date on which compensation, including cash retainer, meeting fees, and the Stock Retainer, is payable to a Director or compensation would otherwise be payable to a Director if an election to defer such compensation had not been made. "Consummation" means 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. "Control" means, 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. "Deferred Cash Trust" means the Deferred Cash Compensation Trust for Directors of The Southern Company and its Subsidiaries. "Deferred Compensation Account" means the Prime Rate Investment Account, the Phantom Stock Investment Account, and/or the Deferred Stock Account. "Deferred Pension Election" means the election by a Director under

1.4

1.5

1.6

1.7

1.8 1.9

1.11

1.12

1.13

1.14

1.15

Section 5.3 in connection with the deferral of receipt of the Director's Pension Benefit until termination from the Board. 1.16 "Deferred Stock Account" means the bookkeeping account established under Section 6.3 on behalf of a Director and includes shares of Common Stock credited thereto to reflect the reinvestment of dividends pursuant to Section 6.3(a)(iii). "Deferred Stock Trust" means the Deferred Stock Trust for Directors of The Southern Company and its Subsidiaries. "Director" means a member of the Board. "Distribution Election" means the designation by a Director of the manner of distribution of the amounts and quantities held in the Director's Deferred Compensation Accounts upon the director's termination from the Board pursuant to Section 5.4. "Effective Date" means January 1, 2000. "Employee" means an employee of Southern or any of its subsidiaries that are "employing companies" as defined in the Southern Company Deferred Compensation Plan as amended and restated January 1, 2000, and as may be amended from time to time. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Group" has the meaning set forth in Section 14(d) of the Exchange Act. "Incumbent Board" means those individuals who constitute the Southern board of directors as of October 19, 1998, plus any individual who shall become a director subsequent to such date whose election or nomination for election by Southern'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 of directors subsequent to October 19, 1998, 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 of directors shall be a member of the Incumbent Board. "Market Value" means the average of the high and low prices of the Common Stock, as published in the Wall Street Journal in its report of New York Stock Exchange composite transactions, on the date such Market Value is to be determined, as specified herein (or the average of the high and low sale prices on the trading day immediately preceding such date if the Common Stock is not traded on the New York Stock Exchange on such date). "Participant" means a Director or former Director who has an unpaid Deferred Compensation Account balance under the Plan. "Participating Companies" means those companies whose boards of directors have authorized the establishment of trust(s) for the funding of their respective directors' Deferred Compensation Accounts under their respective Deferred Compensation Plans for Directors, including the Company. "Pension Benefit" means the U.S. dollar amount of the actuarially-determined present value of benefits based on a Director's expected service at the required retirement date under The Southern Company Outside Directors Pension Plan, as calculated as of the Termination Date, plus accrued earnings on such amount calculated as if invested at the Prime Interest Rate from the Termination Date, until such amount is invested in Deferred Compensation Accounts pursuant to the provisions of Section 5.3. "Pension Benefit Investment Date" means the date to be determined by the Committee, as of which the Director's Pension Benefit will be credited to a Deferred Compensation Account in accordance with the director's Deferred Pension Election under Section 5.3. "Phantom Stock Investment Account" means the bookkeeping account established pursuant to Section 6.2 in which a Director may elect to

1.17

1.18 1.19

1.20 1.21

1.22 1.23 1.24

1.25

1.26

1.27

1.28

1.29

1.30

defer Cash Compensation or make investments, and includes amounts credited thereto to reflect the reinvestment of dividends. 1.31 "Plan" means the Deferred Compensation Plan for Directors of Mississippi Power Company as from time to time in effect.

"Plan Period" means the period designated in Section 4.
1.33 "Person" means any individual, entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act. "Preliminary Change in Control" means the occurrence of any of the following as determined by the Southern Committee: (a) Southern or the Company has entered into a written agreement, such as, but not limited to, a letter of intent, which, if Consummated, would result in a Southern Change in Control or a Company Change in Control, as the case may be; (b) Southern, the Company or any Person publicly announces an intention to take or to consider taking actions which, if Consummated, would result in a Southern Change in Control or a Company Change in Control under circumstances where the Consummation of the announced action or intended action is legally and financially possible; (c) Any Person becomes the Beneficial Owner of fifteen percent (15%) or more of the Common Stock; or (d) The Southern board of directors or the board of directors of the Company has declared that a Preliminary Change in Control has occurred. 1.35 "Prime Interest Rate" means the prime rate of interest as published in the Wall Street Journal. Rate Investment Account" means the bookkeeping account established pursuant to Section 6.1 in which a Director may elect to defer Cash Compensation or make investments, the investment return on which is computed at the Prime Interest Rate. "Southern" means The Southern Company. "Southern Change in Control" means any of the following: (a) 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 subsection (a), the following acquisitions of Southern's Voting Securities shall not constitute a Change in Control: (i) any acquisition directly from Southern, (ii) any acquisition by Southern, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Southern or any corporation controlled by Southern, (iv) any acquisition by a qualified pension plan or publicly held mutual fund, (v) any acquisition by an Employee or Group composed exclusively of 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 Section 1.37(c); (b) A change in the composition of Southern's board of directors whereby individuals who constitute the Incumbent Board cease for any reason to constitute at least a majority of Southern's board of directors; 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'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 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's Voting Securities or all or substantially all of Southern's assets)

1.34

"Prime

1.37 1.38

(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'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, 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 of directors, providing for such Business Combination. 1.39 "Southern Committee" means Chairman of the Southern board of directors, Chief Financial Officer of Southern, General Counsel of Southern, and the Chairman of the "Administrative Committee", as defined in Section 3.1 of the Southern Company Deferred Compensation Plan, as restated and amended effective January 1, 2000.

"Stock Retainer" means the annual Board retainer fee that is paid to the Director in the form of Common Stock.
1.40 "Termination Date" means January 1, 1997, the date as of which The Southern Company Outside Directors Pension Plan was effectively terminated. "Trust Administrator" means the individual or committee that is established to in the Deferred Stock Trust and the Deferred Cash Trust, to administer such trusts on behalf of the Participating Companies. "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.

1.41

1.42

Where the context requires, words in the masculine gender shall include the feminine gender, words in the singular shall include the plural, and words in the plural shall include the singular. SECTION 2 Purpose The Plan provides a method of deferring payment to a Director of his compensation until a date following the termination of his membership on the Board. SECTION 3 Eligibility An individual who serves as a Director and is not otherwise actively employed by the Company or any of its subsidiaries or affiliates is eligible to participate in the Plan. SECTION 4 Plan Periods Except as pertains to a Director's initial Plan Period, all Plan Periods shall be on a calendar year basis The initial Plan Period applicable to any person elected to the Board who was not a Director on the preceding December 31, shall begin on the first day of such Director's membership on the Board. The initial Plan Period under this amended and restated plan shall begin January 1, 2000. Except as otherwise provided herein, the terms of the

Plan in effect prior to the effective date of this Plan shall continue to be applicable to deferrals made pursuant to the Plan prior to January 1, 2000. SECTION 5 Elections 5.1 Cash Compensation (a) Prior to the beginning of a Plan Period, a Director may direct that payment of all or any portion of Cash Compensation that otherwise would be paid to the Director for the Plan Period, be deferred in amounts as designated by the Director, and credited to (i) a Prime Rate Investment Account, (ii) a Phantom Stock Investment Account, or (iii) a Deferred Stock Account. Upon the Director's termination from the Board of Directors, such deferred compensation and accumulated investment return held in the Director's Deferred Compensation Accounts shall be distributed to the Director in accordance with the Director's Distribution Election and the provisions of Section 7. (b) An election to defer Cash Compensation is irrevocable. Such an election shall continue from Plan Period to Plan Period unless the Director changes his election to defer cash compensation paid in a future Plan Period prior to the beginning of such future Plan Period. (c) Cash Compensation deferred under this Section 5.1 shall be invested in Deferred Compensation Accounts as directed by the Director on the Compensation Payment Date. 5.2 Stock Retainer (a) Prior to the beginning of a Plan Period, a Director may direct that payment of all of the Stock Retainer that otherwise would be paid to the Director for the Plan Period, be deferred in amounts as designated by the Directors, and credited to his Deferred Stock Account, such deferred compensation and accumulated investment return held in the Director's Deferred Stock Account shall be distributed to the Director in accordance with the Director's Distribution Election and the provisions of Section 7. (b) An election to defer the Stock Retainer is irrevocable. Such an election shall continue from Plan Period to Plan Period unless the Director changes his election to defer Stock Retainer paid in a future Plan Period prior to the beginning of such future Plan Period. (c) Stock Retainer deferred under this Section 5.2 shall be invested in Deferred Stock Account as directed by the Director on the Compensation Payment Date. 5.3 Deferred Pension Election Any Director, who had a Pension Benefit as of the Termination Date, made a single one-time election, , to credit all of his Pension Benefit into a Deferred Compensation Account. The Pension Benefit was credited on the Pension Benefit Investment Date, at the election of the Director, to (i) a Prime Rate Investment Account or (ii) a Phantom Stock Investment Account. Upon the Director's termination from the Board, such Pension Benefit and accumulated investment return held in the Director's Deferred Compensation Accounts shall be distributed to the Director in accordance with the Director's Distribution Election and the provisions of Section 7. 5.4 Distribution Election (a) Prior to the establishment of a Deferred Compensation Account for a Director under this amended and restated plan, the Director may elect that upon termination from the Board of Directors the values and quantities held in the Directors Deferred Compensation Accounts be distributed to the Director, pursuant to the provisions of Section 7, in a single distribution or in a series of annual installments not to exceed ten (10). The time for the commencement of distribution shall not be later than the first day of the month coinciding with or next following the second anniversary of termination of Board membership. (b) A Distribution Election is irrevocable except that a Director may amend the Distribution Election then in effect not prior to the 390th day or later than the 360th day prior to his termination of Board membership.

5.5 Beneficiary Designation A Director or former Director may designate a beneficiary to receive distributions from the Plan in accordance with the provisions of Section 7 upon the death of the director. The beneficiary designation may be changed by a Director or former Director at any time, and without the consent of the prior beneficiary. 5.6 Form of Election All elections pursuant to the provisions of this Section 5 of the Plan shall be made in writing to the Secretary of the Company on a form or forms available upon request of the Secretary. SECTION 6 Accounts 6.1 Prime Rate Investment Account A Prime Rate Investment Account shall be established for each Director electing deferral or investment of Cash Compensation at the Prime Interest Rate. The amount directed by the Director to such account shall be credited to it as of the Pension Benefit Investment Date or Compensation Payment Date, as applicable, and credited thereafter with interest computed using the Prime Interest Rate. Interest shall be computed from the date such compensation is credited to the account and compounded quarterly at the end of each calendar quarter. The Prime Interest Rate in effect on the first day of a calendar quarter shall be deemed the Prime Interest Rate in effect for that entire quarter. Interest shall accrue and compound on any balance until the amount credited to the account is fully distributed. 6.2 Phantom Stock Investment Account The Phantom Stock Investment Account established for each Director electing deferral of Cash Compensation for investment at the Common Stock investment rate shall be credited with the number of shares (including fractional shares rounded to the nearest ten-thousandth) of Common Stock which could have been purchased on the Pension Benefit Investment Date or the Compensation Payment Date, as applicable, as determined by dividing the applicable compensation by the Market Value on such date. On the date of the payment of dividends on the Common Stock, the Director's Phantom Stock Investment Account shall be credited with additional shares (including fractional shares rounded to the nearest ten-thousandth) of Common Stock, as follows: (a) In the case of cash dividends, such additional shares as would have been purchased as of the Common Stock dividend record date as if the credited shares had been outstanding on such date and dividends reinvested thereon under the Southern Investment Plan; (b) In the case of dividends payable in property other than cash or Common Stock, such additional shares as could be purchased at the Market Value as of the date of payment with the fair market value of the property which would have been payable if the credited shares had been outstanding; and (c) In the case of dividends payable in Common Stock, such additional shares as would have been payable on the credited shares as if they had been outstanding. 6.3 Deferred Stock Account (a) A Director's Deferred Stock Account will be credited: (i) with the number of shares of Common Stock (rounded to the nearest ten thousandth of a share) determined by dividing the amount of Cash Compensation subject to deferral or investment in the Deferred Stock Account by the average price paid by the Trustee of the Deferred Stock Trust for shares of Common Stock with respect to the Pension Benefit Investment Date or the Compensation Payment Date, as applicable, as reported by the Trustee, or, if the Trustee shall not at such time purchase any shares of Common Stock, by the Market Value on such date;

(ii) as of the date on which Stock Retainer is paid, the shares of Common Stock payable to the Director as his Stock Retainer; and (iii) as of each date on which dividends are paid on the Common Stock, with the number of shares of Common Stock (rounded to the nearest ten thousandth of a share) determined by multiplying the number of shares of Common Stock credited in the Director's Deferred Stock Account on the dividend record date, by the dividend rate per share of Common Stock, and dividing the product by the price per share of Common Stock attributable to the reinvestment of dividends on the shares of Common Stock held in the Deferred Stock Trust on the applicable dividend payment date or, if the Trustee of the Deferred Stock Trust has not reinvested in shares of Common Stock on the applicable dividend reinvestment date, the product shall be divided by the Market Value on the dividend payment date. (b) If Southern enters into transactions involving stock splits, stock dividends, reverse splits or any other recapitalization transactions, the number of shares of Common Stock credited to a Director's Deferred Stock Account will be adjusted (rounded to the nearest ten thousandth of a share) so that the Director's Deferred Stock Account reflects the same equity percentage interest in Southern after the recapitalization as was the case before such transaction. (c) If at least a majority of Southern's stock is sold or exchanged by its shareholders pursuant to an integrated plan for cash or property (including stock of another corporation) or if substantially all of the assets of Southern are disposed of and, as a consequence thereof, cash or property is distributed to Southern's shareholders, each Director's Deferred Stock Account will, to the extent not already so credited under this Section 6.3, be (i) credited with the amount of cash or property receivable by a Southern shareholder directly holding the same number of shares of Common Stock as is credited to such Director's Deferred Stock Account and (ii) debited by that number of shares of Common Stock surrendered by such equivalent Southern shareholder. (d) Each Director who has a Deferred Stock Account also shall be entitled to provide directions to the Trust Administrator to cause such committee to similarly direct the Trustee of the Deferred Stock Trust to vote, on any matter presented for a vote to the shareholders of Southern, that number of shares of Common Stock held by the Deferred Stock Trust equivalent to the number of shares of Common Stock credited to the Director's Deferred Stock Account. Such committee shall arrange for distribution to all Directors in a timely manner of all communications directed generally to the Southern shareholders as to which their votes are solicited. SECTION 7 Distributions 7.1 Upon termination of a Director's membership on the Board, the amount credited to a Director's Deferred Compensation Accounts will be paid to the Director or his beneficiary, as applicable. The amount credited to a Director's Prime Rate Investment Account and Phantom Stock Investment Account shall be paid in cash and the amount credited to his Deferred Stock Account shall, except as otherwise provided in Section 6.3(c), Section 9.5, or to the extent the Company is otherwise, in the reasonable judgment of the Committee, precluded from doing so, be paid in shares of Common Stock (with any fractional share interest therein paid in cash to the extent of the then Market Value thereof). Such payments shall be from the general assets of the Company (including the Deferred Cash Trust and the Deferred Stock Trust) in accordance with this Section 7. 7.2 Unless other arrangements are specified by the Committee on a uniform and nondiscriminatory basis, deferred amounts shall be paid in the form of (i) a lump sum payment, or (ii) in approximately equal annual installments, as elected by the Director pursuant to the provision of Section 5.4; provided, however, that payments shall be made only in a single lump sum if payment commences due to termination for cause. Such payments shall be made (or shall commence) as soon as practicable following the termination of Board membership or, if so elected in the Distribution Election, up to twenty-four (24) months following such termination. In the event a Director elected to receive the balance of his Deferred Compensation Accounts in a lump sum, distribution shall be made on the first day of the month selected by the Director on his Distribution Election, or as soon as reasonably possible thereafter. If the Director elected to receive annual installments, the first payment shall be made on the first day of the month selected by a Director, or as soon as reasonably possible thereafter, and shall be equal to the balance in the Director's Deferred Compensation Accounts on such date divided by the

number of annual installment payments. Each subsequent annual payment shall be an amount equal to the balance in the Director's Deferred Compensation Accounts on the date of payment divided by the number of remaining annual payments and shall be paid on the anniversary of the preceding date of payment. The Market Value of any shares of Common Stock credited to a Director's Phantom Stock Investment Account shall be determined as of the twenty-fifth (25th) day of the month immediately preceding the date of any lump sum or installment distribution. Upon the death of a Director, or a former Director prior to the payment of all amounts credited to the Director's Deferred Compensation Accounts, the unpaid balance shall be paid in the sole discretion of the Committee (i) in a lump sum to the designated beneficiary of such Director or former Director within thirty (30) days of the date of death (or as soon as reasonably possible thereafter) or (ii) in accordance with the Distribution Election made by such Director or former Director. In the event a beneficiary designation has not been made, or the designated beneficiary is deceased or cannot be located, payment shall be made to the estate of the Director or former Director. The Market Value of any shares of Common Stock credited to a Director's Phantom Stock Investment Account shall be determined as of the twenty-fifth (25th) day of the month immediately preceding the date of any lump sum or installment distribution. SECTION 8 Change in Control and Other Special Provisions 8.1 Notwithstanding any other terms of the Plan to the contrary, following a Southern Change in Control or a Company Change in Control, the provisions of this Section 8 shall apply to the payment of benefits under the Plan with respect to any Director who is a Participant on such date. 8.2 The Deferred Cash Trust and the Deferred Stock Trust (collectively "Trusts") have been established to hold assets of the Participating Companies under certain circumstances as a reserve for the discharge of the Company's obligations under the Plan. In the event of a Preliminary Change in Control of Southern or the Company, the Company shall be obligated to immediately contribute such amounts to the Trusts as may be necessary to fully fund all benefits payable under the Plan in accordance with the procedures set forth in Section 8.3 hereof. In addition, in order to provide the added protections for certain individuals in accordance with Paragraph 7(c) of the Trust, the Company may fund the Trusts prior to a Preliminary Change in Control of Southern or the Company in accordance with the terms of the Trusts. All assets held in the Trusts remain subject only to the claims of the Participating Companies' general creditors whose claims against the Participating Companies are not satisfied because of the Participating Companies' bankruptcy or insolvency (as those terms are defined in the Trust). No Participant has any preferred claim on, or beneficial ownership interest in, any assets of the Trusts before the assets are paid to the Participant and all rights created under the Trusts, as under the Plan, are unsecured contractual claims of the Participant against the Company. 8.3 As soon as practicable following either a Preliminary Change in Control of Southern or of the Company, the Company shall contribute an amount based upon the funding strategy adopted by the Trust Administrator necessary to fulfill the Company's obligations pursuant to this Section 8. In the event of a dispute over such actuary's determination, the Company and any complaining Participant(s) shall refer such dispute to an independent, third party actuarial consultant, chosen by the Company and such Participant. If the Company and the Participant cannot agree on an independent, third party actuarial consultant, the actuarial consultant shall be chosen by lot from an equal number of actuaries submitted by the Company and the applicable Trustee. Any such referral shall only occur once in total and the determination by the third-party actuarial consultant shall be final and binding upon both parties. The Company shall be responsible for all of the fees and expenses of the independent actuarial consultant. 8.4 In the event of a Southern Change in Control or a Company Change in Control, notwithstanding anything to the contrary in the Plan, upon termination as a Director, that amount in the Deferred Compensation Plan Account (s) of a Participant who was a Director determined as of such Change in Control shall be paid out in a lump sum if such Participant makes an election pursuant to procedures established by the Trust Administrator, in its sole and absolute discretion. If no such election is made, the Director shall receive payment of his Accounts solely in accordance with Section 7. SECTION 9

General Provisions 9.1 In the event that the Company shall decide to establish an advance accrual reserve on its books against the future expense of payments from any Deferred Compensation Accounts, such reserve shall not under any circumstances be deemed to be an asset of this Plan but, at all times, shall remain a part of the general assets of the Company, subject to claims of the Company's creditors. 9.2 A person entitled to any amount under this Plan shall be a general unsecured creditor of the Company with respect to such amount. Furthermore, a person entitled to a payment or distribution with respect to a Deferred Compensation Account shall have a claim upon the Company only to the extent of the balance in his Deferred Compensation Accounts. 9.3 All commissions, fees, and expenses that may be incurred in operating the Plan will be paid by the Company. 9.4 The Company will pay its prorated share of all commissions, fees, and expenses that may be incurred in operating any trust(s) established under the Plan (including the Deferred Stock Trust and the Deferred Cash Trust). 9.5 Notwithstanding any other provision of this Plan: (i) elections under this Plan may only be made by Directors while they are directors of the Company; (with the exception of the designation of beneficiaries) and (ii) distributions otherwise payable to a Director in the form of Common Stock shall be delayed and/or instead paid in cash in an amount equal to the fair market value thereof if such payment in Common Stock would violate any federal or State securities laws (including Section 16(b) of the Securities Exchange Act of 1934, as amended) and/or rules and regulations promulgated thereunder. 9.6 Directors, their legal representatives and their beneficiaries shall have no right to anticipate, alienate, sell, assign, transfer, pledge or encumber their interests in the Plan, nor shall such interests be subject to attachment, garnishment, levy or execution by or on behalf of creditors of the Directors or of their beneficiaries. SECTION 10 Administration Subject to the express provisions of the Plan, the Committee shall have the exclusive right to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to it and to make all other determinations necessary or advisable for the administration of the Plan. The decisions, actions and records of the Committee shall be conclusive and binding upon the Company and all persons having or claiming to have any right or interest in or under the Plan. The Committee may delegate to such officers, employees, or departments of the Company or Southern, such authority, duties, and responsibilities of the Committee as it, in its sole discretion, considers necessary or appropriate for the proper and efficient operation of the Plan, including, without limitation, (i) interpretation of the Plan, (ii) approval and payment of claims, and (iii) establishment of procedures for administration of the Plan. SECTION 11
Amendment, Termination and Effective Date 11.1 Amendment of the Plan Except for the provisions of Section 8, which may not be amended following a Southern Change in Control or Company Change in Control, and subject to the provisions of Section 11.3, the Plan may be wholly or partially amended or otherwise modified at any time by written action of the Board of Directors. 11.2 Termination of the Plan Subject to the provisions of Section 11.3 herein, the Plan may be terminated at any time by written action of the Board of Directors. 11.3 No Impairment of Benefits

11.3

No Impairment of Benefits Notwithstanding the provisions of Sections 11.1 and 11.2, herein no amendment to or termination of the Plan shall impair any rights to benefits that have accrued hereunder.

11.4

Governing Law This Plan shall be construed in accordance with and governed by the

laws of the State of Mississippi. IN WITNESS WHEREOF, the Plan, as amended and restated effective January 1, 2000, has been executed pursuant to resolutions of the Board of Directors of Mississippi Power Company, this 23rd day of February, 2000. MISSISSIPPI POWER COMPANY By: ________________________________ Attest: By: ___________________________

Exhibit 21(a) Subsidiaries of The Southern Company The voting stock of each company shown indented is owned by the company immediately above which is not indented to the same degree. Subsidiaries not indented are directly owned by The Southern Company.
Name of Company Juri

Alabama Power Company.................................................................................... Alabama Energy Providers, Inc....................................................................... Alabama Power Capital Trust I....................................................................... Alabama Power Capital Trust II...................................................................... Alabama Power Capital Trust III..................................................................... Alabama Power Capital Trust IV...................................................................... Alabama Power Capital Trust V....................................................................... Alabama Property Company............................................................................ Southern Electric Generating Company................................................................ (50% - Alabama Power Company; 50% - Georgia Power Company) Georgia Power Company.................................................................................... Georgia Power Capital Trust I....................................................................... Georgia Power Capital Trust II...................................................................... Georgia Power Capital Trust III..................................................................... Georgia Power Capital Trust IV...................................................................... Georgia Power Capital Trust V....................................................................... Georgia Power Capital Trust VI...................................................................... Georgia Power L.P. Holdings Corp.................................................................... Georgia Power Capital, L.P........................................................................ Piedmont-Forrest Corporation........................................................................ Southern Electric Generating Company................................................................ (50% - Alabama Power Company; 50% - Georgia Power Company) Gulf Power Company....................................................................................... Gulf Power Capital Trust I.......................................................................... Gulf Power Capital Trust II......................................................................... Gulf Power Capital Trust III........................................................................ Mississippi Power Company................................................................................ Mississippi Power Capital Trust I................................................................... Mississippi Power Capital Trust II.................................................................. Mississippi Power Capital Trust III................................................................. Mississippi Power Services, Inc..................................................................... Savannah Electric and Power Company...................................................................... Savannah Electric Capital Trust I................................................................... Southern Communications Services, Inc....................................................................

Exhibit 21(a) Subsidiaries of The Southern Company The voting stock of each company shown indented is owned by the company immediately above which is not indented to the same degree. Subsidiaries not indented are directly owned by The Southern Company.
Name of Company Juri

Alabama Power Company.................................................................................... Alabama Energy Providers, Inc....................................................................... Alabama Power Capital Trust I....................................................................... Alabama Power Capital Trust II...................................................................... Alabama Power Capital Trust III..................................................................... Alabama Power Capital Trust IV...................................................................... Alabama Power Capital Trust V....................................................................... Alabama Property Company............................................................................ Southern Electric Generating Company................................................................ (50% - Alabama Power Company; 50% - Georgia Power Company) Georgia Power Company.................................................................................... Georgia Power Capital Trust I....................................................................... Georgia Power Capital Trust II...................................................................... Georgia Power Capital Trust III..................................................................... Georgia Power Capital Trust IV...................................................................... Georgia Power Capital Trust V....................................................................... Georgia Power Capital Trust VI...................................................................... Georgia Power L.P. Holdings Corp.................................................................... Georgia Power Capital, L.P........................................................................ Piedmont-Forrest Corporation........................................................................ Southern Electric Generating Company................................................................ (50% - Alabama Power Company; 50% - Georgia Power Company) Gulf Power Company....................................................................................... Gulf Power Capital Trust I.......................................................................... Gulf Power Capital Trust II......................................................................... Gulf Power Capital Trust III........................................................................ Mississippi Power Company................................................................................ Mississippi Power Capital Trust I................................................................... Mississippi Power Capital Trust II.................................................................. Mississippi Power Capital Trust III................................................................. Mississippi Power Services, Inc..................................................................... Savannah Electric and Power Company...................................................................... Savannah Electric Capital Trust I................................................................... Southern Communications Services, Inc.................................................................... Southern Company Energy Solutions, Inc................................................................... Southern Company Services, Inc........................................................................... Southern Electric Railroad Company.......................................................................

- 2 Mobile Energy Services Holdings, Inc..................................................................... Mobile Energy Services Company, L.L.C............................................................. (99% - Mobile Energy Services Holdings, Inc.; 1% Southern Energy Resources, Inc.) Southern Energy, Inc.........Delaware Southern Energy Resources, Inc...................................................................... SEI Operadora de Argentina, S.A................................................................... (99.99% - Southern Energy Resources, Inc.; .01% - Holdings) Southern Electric International Asia, Inc......................................................... Southern Electric International, GmbH............................................................. Asociados de Electricidad, S.A...................................................................... Southern Electric International, Inc................................................................ Southern Electric, Inc....Delaware Southern Energy North America, Inc.................................................................. SEI Michigan Holdings, Inc........................................................................ SEI Michigan, LLC Delaware Southern Energy North America Generating, Inc..................................................... SEI State Line, Inc. .......................................................................... State Line Holding Corporation................................................................ State Line Energy, L.L.C................................................................... (60% - SEI State Line, Inc.; 40% - State Line Holding Corporation) Southern Energy New York, G.P., Inc............................................................. Southern Energy Hudson Valley Investments, Ltd..................................................

- 2 Mobile Energy Services Holdings, Inc..................................................................... Mobile Energy Services Company, L.L.C............................................................. (99% - Mobile Energy Services Holdings, Inc.; 1% Southern Energy Resources, Inc.) Southern Energy, Inc.........Delaware Southern Energy Resources, Inc...................................................................... SEI Operadora de Argentina, S.A................................................................... (99.99% - Southern Energy Resources, Inc.; .01% - Holdings) Southern Electric International Asia, Inc......................................................... Southern Electric International, GmbH............................................................. Asociados de Electricidad, S.A...................................................................... Southern Electric International, Inc................................................................ Southern Electric, Inc....Delaware Southern Energy North America, Inc.................................................................. SEI Michigan Holdings, Inc........................................................................ SEI Michigan, LLC Delaware Southern Energy North America Generating, Inc..................................................... SEI State Line, Inc. .......................................................................... State Line Holding Corporation................................................................ State Line Energy, L.L.C................................................................... (60% - SEI State Line, Inc.; 40% - State Line Holding Corporation) Southern Energy New York, G.P., Inc............................................................. Southern Energy Hudson Valley Investments, Ltd.................................................. Southern Energy Bowline, L.L.C................................................................ (99% - Southern Energy Hudson Valley Investments, Inc.; 1% - Southern Energy New York, G.P., Inc.) Southern Energy Lovett, L.L.C................................................................. (99% - Southern Energy Hudson Valley Investments, Inc.; 1% - Southern Energy New York, G.P., Inc.) Southern Energy NY-Gen, L.L.C................................................................. (99% - Southern Energy Hudson Valley Investments, Inc.; 1% - Southern Energy New York, G.P., Inc.) Southern Energy Bay Area Investments, Inc....................................................... Southern Energy Golden State Holding Inc........................................................ Southern Energy California, L.L.C............................................................. (50% - Southern Energy Bay Area Investments; 50% Southern Energy Golden State Holdings, Inc.) Southern Energy Delta, L.L.C............................................................... Southern Energy Potrero, L.L.C............................................................. Southern Energy New England Investments, Inc.................................................... Southern Energy New England (G.P.), Inc......................................................... Southern Energy Canal, L.L.C.................................................................. (99% - Southern Energy New England Investments, Inc.; 1% Southern Energy New England (G.P.), Inc.) Southern Energy Kendall, L.L.C................................................................ (99% - Southern Energy New England Investments, Inc.; 1% Southern Energy New England (G.P.), Inc.)

- 3 Southern Energy Canal III, L.L.C.............................................................. (99% - Southern Energy New England Investments, Inc.; 1% Southern Energy New England (G.P.), Inc.) SEI Wisconsin Holdings, Inc..................................................................... SEI Wisconsin, L.L.C.......................................................................... Southern Energy Texas (G.P.), Inc............................................................... Southern Energy Southwest Investments, Inc...................................................... Southern Energy Central Texas, L.P............................................................ (99% - Southern Energy Southwest Investments, Inc.; 1% Southern Energy Texas (G.P.), Inc.) SEI Texas, L.P......Delaware (99% - Southern Energy Southwest Investments, Inc.; 1% Southern Energy Texas (G.P.), Inc.) Mobile Development Company........................................................................ Southern Energy Ventures, Inc..................................................................... Southern Energy Trading and Marketing, Inc...................................................... SC Energy Ventures, Inc....................................................................... Southern Company Energy Marketing L.P...................................................... (59.4% - SC Energy Ventures, Inc.; 39.6% - Domestic Corporation; 1% - Southern Company Energy Marketing G.P., L.L.C.) Southern Company Retail Energy Marketing L.P............................................. (99% - Southern Company Energy Marketing L.P.; 1% Southern Company Energy Marketing G.P., L.L.C.) Southern Producer Services, LLP............................................................ (99% - SC Energy Ventures, Inc.; 1% - SC Ashwood Holdings, Inc.)

- 3 Southern Energy Canal III, L.L.C.............................................................. (99% - Southern Energy New England Investments, Inc.; 1% Southern Energy New England (G.P.), Inc.) SEI Wisconsin Holdings, Inc..................................................................... SEI Wisconsin, L.L.C.......................................................................... Southern Energy Texas (G.P.), Inc............................................................... Southern Energy Southwest Investments, Inc...................................................... Southern Energy Central Texas, L.P............................................................ (99% - Southern Energy Southwest Investments, Inc.; 1% Southern Energy Texas (G.P.), Inc.) SEI Texas, L.P......Delaware (99% - Southern Energy Southwest Investments, Inc.; 1% Southern Energy Texas (G.P.), Inc.) Mobile Development Company........................................................................ Southern Energy Ventures, Inc..................................................................... Southern Energy Trading and Marketing, Inc...................................................... SC Energy Ventures, Inc....................................................................... Southern Company Energy Marketing L.P...................................................... (59.4% - SC Energy Ventures, Inc.; 39.6% - Domestic Corporation; 1% - Southern Company Energy Marketing G.P., L.L.C.) Southern Company Retail Energy Marketing L.P............................................. (99% - Southern Company Energy Marketing L.P.; 1% Southern Company Energy Marketing G.P., L.L.C.) Southern Producer Services, LLP............................................................ (99% - SC Energy Ventures, Inc.; 1% - SC Ashwood Holdings, Inc.) Southern Energy Retail Trading and Marketing, Inc............................................. SC Ashwood Holdings, Inc........................................................................ Southern Company Energy Marketing G.P., L.L.C................................................. (60% - SC Ashwood Holdings, Inc.; 40% - Domestic Corporation) SEI Birchwood, Inc....Delaware Birchwood Power Partners, LP.................................................................... (50% - SEI Birchwood, Inc.; 50% - Domestic Corporation) Greenhost, Inc........Delaware (50% - SEI Birchwood, Inc.; 50% - Domestic Corporation) SEI Hawaiian Cogenerators, Inc.................................................................... Southern Energy-Cajun, Inc........................................................................ SEI New England Holding Corp...................................................................... SEI New England, Inc. Delaware Southern Energy New England, L.L.C.............................................................. (50% - SEI New England Holding Corp; 50% - SEI New England Inc.) Southern Energy Wichita Falls Management G.P., Inc................................................ Southern Energy Wichita Falls Investment, Inc..................................................... Southern Energy Wichita Falls, L.P.............................................................. (99% - Southern Energy Wichita Falls Investment, Inc.; 1% Southern Energy Wichita Falls Management G.P., Inc.) Southern Energy International, Inc..................................................................

- 4 Southern Energy do Brazil Ltda.................................................................... (99.99% - Southern Energy International, Inc.; .1% Southern Energy Resources, Inc.) Southern Energy - Asia, Inc....................................................................... Southern Energy Asia Ventures, Inc.............................................................. Consolidated Electric Power Asia Limited........................................................ (90.0% - Southern Energy - Asia, Inc.; 10% Southern Energy Asia Ventures, Inc.) (NOTE 1) CEPA Pagbilao Limited......................................................................... Southern Energy Holdings Philippines, Inc.................................................. (71.94% - CEPA Pagbilao Limited; 18.08% - CEPA Mobile Power Systems (BVI) Corporation; 9.98% - Navotas II Holdings (BVI) Corp.; 0.000022% - CEPA Navotas I Limited) Southern Energy Quezon, Inc.............................................................. (87.22% - Southern Energy Holdings Philippines, Inc; 12.78% Third parties) Southern Energy Mobile, Inc.............................................................. CEPA Services Corp..................................................................... Southern Energy Navotas II Power, Inc.................................................... Southern Energy China, Ltd................................................................Brit CEPA Navotas I Limited........................................................................ Southern Energy Project Holdings Philippines, Inc.......................................... Southern Energy Navotas, Inc............................................................... (60.1%- CEPA Navotas I Limited; 29.9% Southern Energy Holdings Philippines, Inc.; 10% -Third party) Navotas II Holdings (BVI) Corp............................................................Brit

- 4 Southern Energy do Brazil Ltda.................................................................... (99.99% - Southern Energy International, Inc.; .1% Southern Energy Resources, Inc.) Southern Energy - Asia, Inc....................................................................... Southern Energy Asia Ventures, Inc.............................................................. Consolidated Electric Power Asia Limited........................................................ (90.0% - Southern Energy - Asia, Inc.; 10% Southern Energy Asia Ventures, Inc.) (NOTE 1) CEPA Pagbilao Limited......................................................................... Southern Energy Holdings Philippines, Inc.................................................. (71.94% - CEPA Pagbilao Limited; 18.08% - CEPA Mobile Power Systems (BVI) Corporation; 9.98% - Navotas II Holdings (BVI) Corp.; 0.000022% - CEPA Navotas I Limited) Southern Energy Quezon, Inc.............................................................. (87.22% - Southern Energy Holdings Philippines, Inc; 12.78% Third parties) Southern Energy Mobile, Inc.............................................................. CEPA Services Corp..................................................................... Southern Energy Navotas II Power, Inc.................................................... Southern Energy China, Ltd................................................................Brit CEPA Navotas I Limited........................................................................ Southern Energy Project Holdings Philippines, Inc.......................................... Southern Energy Navotas, Inc............................................................... (60.1%- CEPA Navotas I Limited; 29.9% Southern Energy Holdings Philippines, Inc.; 10% -Third party) Navotas II Holdings (BVI) Corp............................................................Brit CEPA Mobile Power Systems (BVI) Corporation...............................................Brit CEPA Guangxi Energy Limited................................................................... CEPA Eastern Power Plant Limited..........................................................Brit CEPA Construction (Hong Kong) Limited......................................................... Sual Construction Corporation.............................................................. Southern Energy Resources and Development Corporation...................................... (40% - CEPA Construction (Hong Kong) Limited; 60% Edgardo Bautista) CEPA International Finance Corporation....................................................Brit Stenus Limited Jersey Southern Energy (Shajiao C) Limited........................................................ (79.99% - CEPA International Finance Corporation; 0.01% - Stenus Limited; 20% - Third parties) Guangdong Guanghope Power Co., Ltd................................................Peoples (40% - Southern Energy (Shajiao C) Limited; 60% - Third party) CEPA Pangasinan Electric Limited..........................................................Brit Southern Energy Pangasinan, Inc............................................................ (91.91% - CEPA Pangasinan Electric Limited; 8.09% - Third parties) Southern Energy Sual Holdings, Inc......................................................... CEPA Pakistan (BVI) Limited...............................................................Brit CEPA Energy Pakistan Limited...............................................................

- 5 CEPA Nominee (BVI) Limited................................................................Brit Tranquil Star Corporation.................................................................Brit CEPA Thailand (BVI) Limited............................................................Brit CEPA India (BVI) Limited..................................................................Brit CEPA Investment (Mauritius) Limited........................................................ CEPA Operations, (Hong Kong) Limited.......................................................... CEPA Operations (Philippines) Corp......................................................... CEPA Project Management and Engineering (BVI) Limited.....................................Brit CEPA Fuels Limited British Virgin Islands Marsford Investments Pte Ltd............................................................... Allied Queensland Coalfields Pty Ltd.)..................................................... (95.17% - CEPA Fuels Limited; 4.83% - Marsford Investments Pte Ltd.) Aberdare Collieries Pty Ltd.............................................................. New Whitwood Collieries Pty Ltd........................................................ Riverview Coal Terminal Pty Ltd........................................................ AQC (Kogan Creek) Pty Ltd.............................................................. AQC (Wilkie Creek) Pty Ltd............................................................. Baralaba Coal Pty Ltd.................................................................... Lemon Grove Investments Pty Ltd.......................................................... Tiaro Coal Pty Ltd....................................................................... CEPA Australia (BVI) Limited.................................................................. CEPA Holding Australia Pty Ltd............................................................. CEPA (Kogan Creek) Holding Pty Ltd....................................................... CEPA (Kogan Creek) Leasing I Pty Ltd................................................... CEPA (Kogan Creek) Leasing II Pty Ltd..................................................

- 5 CEPA Nominee (BVI) Limited................................................................Brit Tranquil Star Corporation.................................................................Brit CEPA Thailand (BVI) Limited............................................................Brit CEPA India (BVI) Limited..................................................................Brit CEPA Investment (Mauritius) Limited........................................................ CEPA Operations, (Hong Kong) Limited.......................................................... CEPA Operations (Philippines) Corp......................................................... CEPA Project Management and Engineering (BVI) Limited.....................................Brit CEPA Fuels Limited British Virgin Islands Marsford Investments Pte Ltd............................................................... Allied Queensland Coalfields Pty Ltd.)..................................................... (95.17% - CEPA Fuels Limited; 4.83% - Marsford Investments Pte Ltd.) Aberdare Collieries Pty Ltd.............................................................. New Whitwood Collieries Pty Ltd........................................................ Riverview Coal Terminal Pty Ltd........................................................ AQC (Kogan Creek) Pty Ltd.............................................................. AQC (Wilkie Creek) Pty Ltd............................................................. Baralaba Coal Pty Ltd.................................................................... Lemon Grove Investments Pty Ltd.......................................................... Tiaro Coal Pty Ltd....................................................................... CEPA Australia (BVI) Limited.................................................................. CEPA Holding Australia Pty Ltd............................................................. CEPA (Kogan Creek) Holding Pty Ltd....................................................... CEPA (Kogan Creek) Leasing I Pty Ltd................................................... CEPA (Kogan Creek) Leasing II Pty Ltd.................................................. CEPA (Kogan Creek) Leasing III Pty Ltd................................................. CEPA (Kogan Creek) Leasing IV Pty Ltd.................................................. Kogan Creek Power Project Joint Venture.............................................. (12% - CEPA (Kogan Creek) Leasing I Pty Ltd.; 12% CEPA (Kogan Creek) Leasing II Pty Ltd.; 25% - CEPA (Kogan Creek) Leasing III Pty Ltd.; 51% - CEPA (Kogan Creek) Leasing IV Pty Ltd.) Southern Electric International - Netherlands, BV................................................. Southern Electric International Finance, Inc...................................................... Southern Energy Europe, Inc....................................................................... Southern Energy UK Generation Limited........................................................... Southern Energy Development - Europe Limited.................................................... Southern Energy Development Hungaria, L.L.C..................................................... The Southern Company - Europe, plc.............................................................. (99% - Southern Energy Europe, Inc., 1% - Southern Energy Inc.) Southern Energy Netherlands, Ltd................................................................ Southern Energy Europe Investments, Ltd....................................................... Southern Energy Netherlands, B.V. ......................................................... (50% - Southern Energy Netherlands, Ltd.; 50% - Southern Energy Europe Investments Ltd.) Southern Energy - Europe B.V.................................................................. Southern Energy Netherlands Management Company, Inc........................................... Southern Electric International - Europe, Inc...................................................

- 6 SEI Beteilligungs, GmbH....................................................................... P.T. Tarahan Power Company................................................................. (55% - SEI Beteilligungs, GmbH; 2.5% - Domestic Corporation; 42.5% - Foreign Company) Southern Energy Europe Investments, Ltd....................................................... SEI Europe UK Limited...................................................................... (50% - Southern Energy Europe Investments, Ltd.; 50%Southern Electric International - Europe, Inc.) SWEB Holdings UK......................................................................... (49% - SEI Europe UK Limited; 51% - Domestic Corporation) SWEB Holdings Limited.................................................................. Southern Investment UK plc........................................................... SWEB Energy Purchasing Business Limited............................................ South Western Electricity plc (NOTE 1)............................................. SWEB Investments Limited........................................................ South Western Helicopters Limited............................................... AZTEC Insurance Limited......................................................... SWEB Insurance Limited.......................................................... SWEB Investments 1996 Limited................................................... Croeso Systems Development Limited............................................ (50% - SWEB Investments 1996 Limited) ebusiness South West Limited.................................................. (45% - SWEB Investments 1996 Limited) SWEB Property Investments Limited............................................... SWEB Property Developments Limited..............................................

- 6 SEI Beteilligungs, GmbH....................................................................... P.T. Tarahan Power Company................................................................. (55% - SEI Beteilligungs, GmbH; 2.5% - Domestic Corporation; 42.5% - Foreign Company) Southern Energy Europe Investments, Ltd....................................................... SEI Europe UK Limited...................................................................... (50% - Southern Energy Europe Investments, Ltd.; 50%Southern Electric International - Europe, Inc.) SWEB Holdings UK......................................................................... (49% - SEI Europe UK Limited; 51% - Domestic Corporation) SWEB Holdings Limited.................................................................. Southern Investment UK plc........................................................... SWEB Energy Purchasing Business Limited............................................ South Western Electricity plc (NOTE 1)............................................. SWEB Investments Limited........................................................ South Western Helicopters Limited............................................... AZTEC Insurance Limited......................................................... SWEB Insurance Limited.......................................................... SWEB Investments 1996 Limited................................................... Croeso Systems Development Limited............................................ (50% - SWEB Investments 1996 Limited) ebusiness South West Limited.................................................. (45% - SWEB Investments 1996 Limited) SWEB Property Investments Limited............................................... SWEB Property Developments Limited.............................................. Temple Back Developments Limited.............................................. (49.0% - SWEB Property Developments Limited) Weston-Super-Mare Developments Limited...................................... South Western Power Limited..................................................... South Western Power Investments Limited....................................... Teeside Power Limited....................................................... (7.7% - South Western Power Investments Limited) Wind Electric Limited....................................................... (11.7% - South Western Power Investments Limited) WindResources Limited....................................................... (45% - South Western Power Investments Limited) Carland Cross Limited..................................................... Coal Clough Limited....................................................... Winterton Power Limited..................................................... (25% - South Western Power Investments Limited) Green Electron Limited........................................................ (90% - South Western Power Limited; 10% - Foreign Corporation) SWEB Data Collection Services Limited........................................... Non-Fossil Purchasing Agency Limited............................................ ElectraLink Limited............................................................. (6.19% - South Western Electricity plc) South Western Energy Limited....................................................

- 7 South Western Natural Gas Limited............................................... SWEB Finance Limited............................................................ SWEB Gas Limited................................................................ REC Collect Limited............................................................. (25% - South Western Electricity plc) South Western Electricity Share Scheme Trustees Limited......................... Electricity Pensions Trustee Limited............................................ (5% - South Western Electricity plc) St. Clements Services Limited................................................... (9.1% - South Western Electricity plc) Electricity Pensions Limited.................................................... (Limited by Guarantee - South Western Electricity plc) ESN Holdings Limited............................................................ (4.5% - South Western Electricity plc) Electricity Association Limited................................................. (5.9% - South Western Electricity plc) Northmere Limited............................................................... (Limited by Guarantee - South Western Electricity plc) SWEB Limited.................................................................... SWEB Retail Limited............................................................. SWEB Natural Gas Limited........................................................ SWEB Pension Trustee Limited.................................................... SWEB Telecom Limited............................................................ UK Data Collection Service Limited.............................................. (8.33% - South Western Electricity plc)

- 7 South Western Natural Gas Limited............................................... SWEB Finance Limited............................................................ SWEB Gas Limited................................................................ REC Collect Limited............................................................. (25% - South Western Electricity plc) South Western Electricity Share Scheme Trustees Limited......................... Electricity Pensions Trustee Limited............................................ (5% - South Western Electricity plc) St. Clements Services Limited................................................... (9.1% - South Western Electricity plc) Electricity Pensions Limited.................................................... (Limited by Guarantee - South Western Electricity plc) ESN Holdings Limited............................................................ (4.5% - South Western Electricity plc) Electricity Association Limited................................................. (5.9% - South Western Electricity plc) Northmere Limited............................................................... (Limited by Guarantee - South Western Electricity plc) SWEB Limited.................................................................... SWEB Retail Limited............................................................. SWEB Natural Gas Limited........................................................ SWEB Pension Trustee Limited.................................................... SWEB Telecom Limited............................................................ UK Data Collection Service Limited.............................................. (8.33% - South Western Electricity plc) Western Natural Gas Limited..................................................... SEI Brazil Holdings, Inc.......................................................................... SEI South America, Inc. Delaware Southern Energy Caribe, Ltd....................................................................... Southern Energy - Newco2, Inc..................................................................... SEI Chile, SA.........Chile (99.99% - Southern Energy - Newco2, Inc., .001% - Southern Energy, Inc.) Energia del Pacifico Limitada................................................................. (99.9% - SEI Chile, SA, .1% - Southern Energy International, Inc.) Gasoducto Nor Andino Argentina, S.A........................................................ (33.33% - Energia del Limitada,; 66.67% - Tractebel) Gasoducto Nor Andino S.A................................................................ (33.33% - Energia del Limitada; 66.67% - Tractebel) Empressa Electrica del Norte Grande, SA....................................................... (82.34034% - SEI Chile, SA; 8.81% - Foreign Government; 8.850% - Natural Persons) Sitranor S.A.....Chile (60% - Empressa Electrica del Norte Grande, SA; 20% - CODELCO; 20% ELECTROANDINA) Southern Electric Bahamas Holdings, Limited..................................................... Southern Electric Bahamas, Ltd ............................................................... ICD Utilities Limited...................................................................... (25% - Southern Electric Bahamas, Ltd; 75% - Foreign Company)

- 8 Freeport Power Company Limited............................................................. (50% - Southern Electric Bahamas, Ltd; 50% - ICD Utilities Limited) Cayman Energy Traders Cayman Islands (27.59% - Southern Energy International, Inc.; 72.41% Domestic Corporation) Southern Electric do Brasil Participacoes, Limitada............................................. (90.6% - Cayman Energy Traders; 9.4% - Foreign Pension Fund) Companhia Energetica de Minas Gerais (CEMIG).................................................. (14.41% - Southern Electric do Brasil Participacoes, Limitada; 24.3% - Foreign Government; 20.99% - General Public; 40.30% - Foreign Companies) Southern Energy E Associados Particpacoes, S.A.................................................... SEI Germany - BEWAG, Inc.......................................................................... SEI Worldwide Holdings, Inc....................................................................... SEI Worldwide Holdings (Germany) GmbH........................................................... (50% - SEI Germany - BEWAG, Inc.; 50% - SEI Worldwide Holdings, Inc.) Southern Energy Holding Beteiligungsgesellschaft GmbH......................................... BEWAG, AG.................................................................................. (26% - Southern Energy Holding Beteiligungsgesellschaft GmbH, 74% Other Foreign Persons ) Southern Energy Development-Europa GmbH....................................................... SEI y Asociados de Argentina, S.A............................................................. (45.79% - SEI Worldwide Holdings GmbH; 7.14%- Asociados de Electricidad, S.A.; 40.52% - Holdings: 5.55% - Foreign Corporation; 1% - Domestic Company) Hidroelectrica Alicura, S.A................................................................

- 8 Freeport Power Company Limited............................................................. (50% - Southern Electric Bahamas, Ltd; 50% - ICD Utilities Limited) Cayman Energy Traders Cayman Islands (27.59% - Southern Energy International, Inc.; 72.41% Domestic Corporation) Southern Electric do Brasil Participacoes, Limitada............................................. (90.6% - Cayman Energy Traders; 9.4% - Foreign Pension Fund) Companhia Energetica de Minas Gerais (CEMIG).................................................. (14.41% - Southern Electric do Brasil Participacoes, Limitada; 24.3% - Foreign Government; 20.99% - General Public; 40.30% - Foreign Companies) Southern Energy E Associados Particpacoes, S.A.................................................... SEI Germany - BEWAG, Inc.......................................................................... SEI Worldwide Holdings, Inc....................................................................... SEI Worldwide Holdings (Germany) GmbH........................................................... (50% - SEI Germany - BEWAG, Inc.; 50% - SEI Worldwide Holdings, Inc.) Southern Energy Holding Beteiligungsgesellschaft GmbH......................................... BEWAG, AG.................................................................................. (26% - Southern Energy Holding Beteiligungsgesellschaft GmbH, 74% Other Foreign Persons ) Southern Energy Development-Europa GmbH....................................................... SEI y Asociados de Argentina, S.A............................................................. (45.79% - SEI Worldwide Holdings GmbH; 7.14%- Asociados de Electricidad, S.A.; 40.52% - Holdings: 5.55% - Foreign Corporation; 1% - Domestic Company) Hidroelectrica Alicura, S.A................................................................ (59% - SEI y Asociados de Argentina, S.A.; 41% - Foreign Government) Southern Electric International Trinidad, Inc..................................................... The Power Generation Company of Trinidad & Tobago Limited....................................... (39% - Southern Electric International Trinidad, Inc.; 51% Foreign Government; 10% - Domestic Corporation) SE China Investments....Delaware Southern Energy Mauritius Limited............................................................... SEMAR Limited.....Mauritius Southern Energy Newco Limited................................................................... SE Finance Capital Corporation...................................................................... Southern Energy Finance Company, Inc.............................................................. EPZ Lease, Inc........Delaware EPZ Lease, LLC....Delaware (99% EPZ Lease, Inc.; 1% Southern Energy Finance Company, Inc.) EPZ Lease Holding A, LLC................................................................... (99% EPZ Lease, LLC; 1% EPZ Lease, Inc.) EPZ Lease Trust A........................................................................ EPZ Lease Holding B, LLC................................................................... (99% EPZ Lease, LLC; 1% EPZ Lease, Inc.) EPZ Lease Trust B........................................................................ EPZ Lease Holding C, LLC................................................................... (99% EPZ Lease, LLC; 1% EPZ Lease, Inc.) EPZ Lease Trust C........................................................................

- 9 Southern Energy Clairton, Inc................................................................... Southern Energy Clairton, L.L.C............................................................... (85% - Southern Energy Clairton, Inc.; 15% Southern Energy Clairton2, Inc.) Clairton 1314 B Partnership, L.P........................................................... (27% - Southern Energy Clairton, L.L.C.; 73% Domestic Corporations) Southern Energy Clairton2, Inc.................................................................. Southern Energy Carbontronics, Inc.............................................................. Southern Energy Carbontronics, L.L.C.......................................................... (99% - Southern Energy Carbontronics,Inc.; 1% Southern Energy Finance Company) Carbontronics Synfuels Investors, L.P...................................................... (24.75% - Southern Energy Clairton, L.L.C.; 75.25% Domestic Corporations) Dutch Gas Lease, Inc. Delaware Dutch Gas Lease, L.L.C........................................................................ Dutch Gas Lease Holding A, L.L.C........................................................... Dutch Gas Lease Trust A.................................................................. Dutch Gas Lease Holding B, L.L.C........................................................... (99% - Dutch Gas Lease, L.L.C; 1% - Dutch Gas Lease, Inc.) Dutch Gas Lease Trust B.................................................................. Dutch Gas Lease Holding C, L.L.C........................................................... (99% - Dutch Gas Lease, L.L.C; 1% - Dutch Gas Lease, Inc.) Dutch Gas Lease Trust C .................................................................

- 9 Southern Energy Clairton, Inc................................................................... Southern Energy Clairton, L.L.C............................................................... (85% - Southern Energy Clairton, Inc.; 15% Southern Energy Clairton2, Inc.) Clairton 1314 B Partnership, L.P........................................................... (27% - Southern Energy Clairton, L.L.C.; 73% Domestic Corporations) Southern Energy Clairton2, Inc.................................................................. Southern Energy Carbontronics, Inc.............................................................. Southern Energy Carbontronics, L.L.C.......................................................... (99% - Southern Energy Carbontronics,Inc.; 1% Southern Energy Finance Company) Carbontronics Synfuels Investors, L.P...................................................... (24.75% - Southern Energy Clairton, L.L.C.; 75.25% Domestic Corporations) Dutch Gas Lease, Inc. Delaware Dutch Gas Lease, L.L.C........................................................................ Dutch Gas Lease Holding A, L.L.C........................................................... Dutch Gas Lease Trust A.................................................................. Dutch Gas Lease Holding B, L.L.C........................................................... (99% - Dutch Gas Lease, L.L.C; 1% - Dutch Gas Lease, Inc.) Dutch Gas Lease Trust B.................................................................. Dutch Gas Lease Holding C, L.L.C........................................................... (99% - Dutch Gas Lease, L.L.C; 1% - Dutch Gas Lease, Inc.) Dutch Gas Lease Trust C ................................................................. SEI Gamog Lease, Inc. Delaware SEI Gamog Lease Holding A, L.L.C................................................................ SEI Gamog Lease Trust A....................................................................... SEI Gamog Lease Holding B, LLC.................................................................. SEI Gamog Lease Trust B....................................................................... SEI Gamog Lease Holding C, LLC.................................................................. SEI Gamog Lease Trust C....................................................................... Nuon Lease, Inc................................................................................... Nuon Lease Holding D, L.L.C..................................................................... Nuon Lease Trust D Delaware Nuon Lease Holding E, L.L.C..................................................................... Nuon Lease Trust E Delaware Nuon Lease Holding F, L.L.C..................................................................... Nuon Lease Trust F Delaware Southern Company Capital Funding, Inc............................................................... Southern Company Capital Trust I.................................................................. Southern Company Capital Trust II................................................................. Southern Company Capital Trust III................................................................ Southern Company Capital Trust IV................................................................. Southern Company Capital Trust V.................................................................. Southern Company Capital Trust VI.................................................................

- 10 Southern Company Capital Trust VII................................................................ Southern Company Capital Trust VIII............................................................... Southern Company Capital Trust IX................................................................. Energia de Neuvo Leon, SA De CV.......................................................................... (33 1/3% - The Southern Company; 33 1/3% Foreign Corporations; 33 1/3% - Foreign Government) PowerCall, Inc. Delaware Southern Telecom, Inc.................................................................................... Southern Information 1, Inc......................................................................... Southern Information 2, Inc......................................................................... Southern Telecom 1, Inc............................................................................. Southern Telecom 2, Inc............................................................................. Southern Nuclear Operating Company Inc................................................................... Footnotes: NOTE 1 - Certain of CEPA's holdings in the Philippines were reorganized through a series of agreements that were dated and executed on or before December 31, 1997. However, these agreements are awaiting the approval of certain governmental authorities in the Philippines and are not yet effective.

- 10 Southern Company Capital Trust VII................................................................ Southern Company Capital Trust VIII............................................................... Southern Company Capital Trust IX................................................................. Energia de Neuvo Leon, SA De CV.......................................................................... (33 1/3% - The Southern Company; 33 1/3% Foreign Corporations; 33 1/3% - Foreign Government) PowerCall, Inc. Delaware Southern Telecom, Inc.................................................................................... Southern Information 1, Inc......................................................................... Southern Information 2, Inc......................................................................... Southern Telecom 1, Inc............................................................................. Southern Telecom 2, Inc............................................................................. Southern Nuclear Operating Company Inc................................................................... Footnotes: NOTE 1 - Certain of CEPA's holdings in the Philippines were reorganized through a series of agreements that were dated and executed on or before December 31, 1997. However, these agreements are awaiting the approval of certain governmental authorities in the Philippines and are not yet effective.

Exhibit 21(b) Subsidiaries of Alabama Power Company
Name of Company Jurisdiction of Organization

Alabama Energy Providers, Inc...................................Alabama Alabama Power Capital Trust I..................................Delaware Alabama Power Capital Trust II.................................Delaware Alabama Power Capital Trust III................................Delaware Alabama Power Capital Trust IV.................................Delaware Alabama Power Capital Trust V..................................Delaware Alabama Property Company........................................Alabama Southern Electric Generating Company............................Alabama (50% - Alabama Power Company; 50% - Georgia Power Company)

Exhibit 21(c) Subsidiaries of Georgia Power Company The voting stock of each company shown indented is owned by the company immediately above which is not indented to the same degree. Subsidiaries not indented are directly owned by Georgia Power Company.
Name of Company Jurisdiction of Organization

Georgia Power Capital Trust I...............................Delaware Georgia Power Capital Trust II..............................Delaware Georgia Power Capital Trust III.............................Delaware Georgia Power Capital Trust IV..............................Delaware Georgia Power Capital Trust V...............................Delaware Georgia Power Capital Trust VI..............................Delaware Georgia Power L.P. Holdings Corp.............................Georgia Georgia Power Capital, L.P.............................Delaware Piedmont-Forrest Corporation.................................Georgia Southern Electric Generating Company.........................Alabama (50% - Alabama Power Company; 50% - Georgia Power Company)

Exhibit 21(b) Subsidiaries of Alabama Power Company
Name of Company Jurisdiction of Organization

Alabama Energy Providers, Inc...................................Alabama Alabama Power Capital Trust I..................................Delaware Alabama Power Capital Trust II.................................Delaware Alabama Power Capital Trust III................................Delaware Alabama Power Capital Trust IV.................................Delaware Alabama Power Capital Trust V..................................Delaware Alabama Property Company........................................Alabama Southern Electric Generating Company............................Alabama (50% - Alabama Power Company; 50% - Georgia Power Company)

Exhibit 21(c) Subsidiaries of Georgia Power Company The voting stock of each company shown indented is owned by the company immediately above which is not indented to the same degree. Subsidiaries not indented are directly owned by Georgia Power Company.
Name of Company Jurisdiction of Organization

Georgia Power Capital Trust I...............................Delaware Georgia Power Capital Trust II..............................Delaware Georgia Power Capital Trust III.............................Delaware Georgia Power Capital Trust IV..............................Delaware Georgia Power Capital Trust V...............................Delaware Georgia Power Capital Trust VI..............................Delaware Georgia Power L.P. Holdings Corp.............................Georgia Georgia Power Capital, L.P.............................Delaware Piedmont-Forrest Corporation.................................Georgia Southern Electric Generating Company.........................Alabama (50% - Alabama Power Company; 50% - Georgia Power Company)

Exhibit 21(d) Subsidiaries of Gulf Power Company Name of Company Jurisdiction of Organization Gulf Power Capital Trust I......................................Delaware Gulf Power Capital Trust II.....................................Delaware Gulf Power Capital Trust III....................................Delaware

Exhibit 21(e) Subsidiaries of Mississippi Power Company
Name of Company Jurisdiction of Organization

Mississippi Power Capital Trust I.......................Delaware Mississippi Power Capital Trust II......................Delaware Mississippi Power Capital Trust III.....................Delaware

Exhibit 21(c) Subsidiaries of Georgia Power Company The voting stock of each company shown indented is owned by the company immediately above which is not indented to the same degree. Subsidiaries not indented are directly owned by Georgia Power Company.
Name of Company Jurisdiction of Organization

Georgia Power Capital Trust I...............................Delaware Georgia Power Capital Trust II..............................Delaware Georgia Power Capital Trust III.............................Delaware Georgia Power Capital Trust IV..............................Delaware Georgia Power Capital Trust V...............................Delaware Georgia Power Capital Trust VI..............................Delaware Georgia Power L.P. Holdings Corp.............................Georgia Georgia Power Capital, L.P.............................Delaware Piedmont-Forrest Corporation.................................Georgia Southern Electric Generating Company.........................Alabama (50% - Alabama Power Company; 50% - Georgia Power Company)

Exhibit 21(d) Subsidiaries of Gulf Power Company Name of Company Jurisdiction of Organization Gulf Power Capital Trust I......................................Delaware Gulf Power Capital Trust II.....................................Delaware Gulf Power Capital Trust III....................................Delaware

Exhibit 21(e) Subsidiaries of Mississippi Power Company
Name of Company Mississippi Mississippi Mississippi Mississippi Power Power Power Power Jurisdiction of Organization

Capital Trust I.......................Delaware Capital Trust II......................Delaware Capital Trust III.....................Delaware Services, Inc......................Mississippi

Exhibit 21(f) Subsidiaries of Savannah Electric and Power Company Name of Company Jurisdiction of Organization Savannah Electric Capital Trust I.............................Delaware

Exhibit 24(a)

Exhibit 21(d) Subsidiaries of Gulf Power Company Name of Company Jurisdiction of Organization Gulf Power Capital Trust I......................................Delaware Gulf Power Capital Trust II.....................................Delaware Gulf Power Capital Trust III....................................Delaware

Exhibit 21(e) Subsidiaries of Mississippi Power Company
Name of Company Mississippi Mississippi Mississippi Mississippi Power Power Power Power Jurisdiction of Organization

Capital Trust I.......................Delaware Capital Trust II......................Delaware Capital Trust III.....................Delaware Services, Inc......................Mississippi

Exhibit 21(f) Subsidiaries of Savannah Electric and Power Company Name of Company Jurisdiction of Organization Savannah Electric Capital Trust I.............................Delaware

Exhibit 24(a) February 21, 2000 A. W. Dahlberg, W. L. Westbrook, Tommy Chisholm, and Wayne Boston Dear Sirs: The Southern Company proposes to file or join in the filing of reports under the Securities Exchange Act of 1934, as amended, with the Securities and Exchange Commission with respect to the following: (1) the filing of this Company's Annual Report on Form 10-K for the year ended December 31, 1999 and (2) the filing of Quarterly Reports on Form 10-Q and Current Reports on Form 8-K during 2000. The Southern Company and the undersigned directors and officers of said Company, individually as a director and/or as an officer of the Company, hereby make, constitute and appoint each of you our true and lawful Attorney for each of us and in each of our names, places and steads to sign and cause to be filed with the Securities and Exchange Commission in connection with the foregoing said Annual Report on Form 10-K, said Quarterly Reports on Form 10-Q, any Current Reports on Form 8-K and any necessary or appropriate amendment or amendments to any such reports, to be accompanied in each case by any necessary or appropriate exhibits or schedules thereto. Yours very truly, THE SOUTHERN COMPANY

Exhibit 21(e) Subsidiaries of Mississippi Power Company
Name of Company Mississippi Mississippi Mississippi Mississippi Power Power Power Power Jurisdiction of Organization

Capital Trust I.......................Delaware Capital Trust II......................Delaware Capital Trust III.....................Delaware Services, Inc......................Mississippi

Exhibit 21(f) Subsidiaries of Savannah Electric and Power Company Name of Company Jurisdiction of Organization Savannah Electric Capital Trust I.............................Delaware

Exhibit 24(a) February 21, 2000 A. W. Dahlberg, W. L. Westbrook, Tommy Chisholm, and Wayne Boston Dear Sirs: The Southern Company proposes to file or join in the filing of reports under the Securities Exchange Act of 1934, as amended, with the Securities and Exchange Commission with respect to the following: (1) the filing of this Company's Annual Report on Form 10-K for the year ended December 31, 1999 and (2) the filing of Quarterly Reports on Form 10-Q and Current Reports on Form 8-K during 2000. The Southern Company and the undersigned directors and officers of said Company, individually as a director and/or as an officer of the Company, hereby make, constitute and appoint each of you our true and lawful Attorney for each of us and in each of our names, places and steads to sign and cause to be filed with the Securities and Exchange Commission in connection with the foregoing said Annual Report on Form 10-K, said Quarterly Reports on Form 10-Q, any Current Reports on Form 8-K and any necessary or appropriate amendment or amendments to any such reports, to be accompanied in each case by any necessary or appropriate exhibits or schedules thereto. Yours very truly, THE SOUTHERN COMPANY
By /s/ A. W. Dahlberg A. W. Dahlberg Chairman, President and Chief Executive Officer

-2/s/Dorrit J. Bern /s/Donald M. James

Exhibit 21(f) Subsidiaries of Savannah Electric and Power Company Name of Company Jurisdiction of Organization Savannah Electric Capital Trust I.............................Delaware

Exhibit 24(a) February 21, 2000 A. W. Dahlberg, W. L. Westbrook, Tommy Chisholm, and Wayne Boston Dear Sirs: The Southern Company proposes to file or join in the filing of reports under the Securities Exchange Act of 1934, as amended, with the Securities and Exchange Commission with respect to the following: (1) the filing of this Company's Annual Report on Form 10-K for the year ended December 31, 1999 and (2) the filing of Quarterly Reports on Form 10-Q and Current Reports on Form 8-K during 2000. The Southern Company and the undersigned directors and officers of said Company, individually as a director and/or as an officer of the Company, hereby make, constitute and appoint each of you our true and lawful Attorney for each of us and in each of our names, places and steads to sign and cause to be filed with the Securities and Exchange Commission in connection with the foregoing said Annual Report on Form 10-K, said Quarterly Reports on Form 10-Q, any Current Reports on Form 8-K and any necessary or appropriate amendment or amendments to any such reports, to be accompanied in each case by any necessary or appropriate exhibits or schedules thereto. Yours very truly, THE SOUTHERN COMPANY
By /s/ A. W. Dahlberg A. W. Dahlberg Chairman, President and Chief Executive Officer

-2/s/Dorrit J. Bern Dorrit J. Bern /s/Thomas F. Chapman Thomas F. Chapman /s/A. D. Correll A. D. Correll /s/A. W. Dahlberg A. W. Dahlberg /s/H. Allen Franklin H. Allen Franklin /s/Donald M. James Donald M. James /s/David J. Lesar David J. Lesar /s/Zack T. Pate Zack T. Pate /s/Gerald J. St. Pe' Gerald J. St. Pe' /s/Stephen A. Wakefield Stephen A. Wakefield /s/W. L. Westbrook W. L. Westbrook

________________________________

Exhibit 24(a) February 21, 2000 A. W. Dahlberg, W. L. Westbrook, Tommy Chisholm, and Wayne Boston Dear Sirs: The Southern Company proposes to file or join in the filing of reports under the Securities Exchange Act of 1934, as amended, with the Securities and Exchange Commission with respect to the following: (1) the filing of this Company's Annual Report on Form 10-K for the year ended December 31, 1999 and (2) the filing of Quarterly Reports on Form 10-Q and Current Reports on Form 8-K during 2000. The Southern Company and the undersigned directors and officers of said Company, individually as a director and/or as an officer of the Company, hereby make, constitute and appoint each of you our true and lawful Attorney for each of us and in each of our names, places and steads to sign and cause to be filed with the Securities and Exchange Commission in connection with the foregoing said Annual Report on Form 10-K, said Quarterly Reports on Form 10-Q, any Current Reports on Form 8-K and any necessary or appropriate amendment or amendments to any such reports, to be accompanied in each case by any necessary or appropriate exhibits or schedules thereto. Yours very truly, THE SOUTHERN COMPANY
By /s/ A. W. Dahlberg A. W. Dahlberg Chairman, President and Chief Executive Officer

-2/s/Dorrit J. Bern Dorrit J. Bern /s/Thomas F. Chapman Thomas F. Chapman /s/A. D. Correll A. D. Correll /s/A. W. Dahlberg A. W. Dahlberg /s/H. Allen Franklin H. Allen Franklin /s/Donald M. James Donald M. James /s/David J. Lesar David J. Lesar /s/Zack T. Pate Zack T. Pate /s/Gerald J. St. Pe' Gerald J. St. Pe' /s/Stephen A. Wakefield Stephen A. Wakefield /s/W. L. Westbrook W. L. Westbrook

________________________________ Bruce S. Gordon /s/L. G. Hardman III L. G. Hardman III /s/Elmer B. Harris Elmer B. Harris

/s/Tommy Chisholm Tommy Chisholm /s/W. Dean Hudson W. Dean Hudson

-2/s/Dorrit J. Bern Dorrit J. Bern /s/Thomas F. Chapman Thomas F. Chapman /s/A. D. Correll A. D. Correll /s/A. W. Dahlberg A. W. Dahlberg /s/H. Allen Franklin H. Allen Franklin /s/Donald M. James Donald M. James /s/David J. Lesar David J. Lesar /s/Zack T. Pate Zack T. Pate /s/Gerald J. St. Pe' Gerald J. St. Pe' /s/Stephen A. Wakefield Stephen A. Wakefield /s/W. L. Westbrook W. L. Westbrook

________________________________ Bruce S. Gordon /s/L. G. Hardman III L. G. Hardman III /s/Elmer B. Harris Elmer B. Harris

/s/Tommy Chisholm Tommy Chisholm /s/W. Dean Hudson W. Dean Hudson

Extract from minutes of meeting of the board of directors of The Southern Company.

RESOLVED: That for the purpose of signing the Company's Annual Report on Form 10-K for the year ended December 31, 1999, 2000 Form 10-Q's and Form 8-K's, and of remedying any deficiencies with respect thereto by appropriate amendment or amendments, this Company, the members of its board of directors, and its officers, are authorized to give their several powers of attorney to A. W. Dahlberg, W. L. Westbrook, Tommy Chisholm, and Wayne Boston.

The undersigned officer of The Southern Company does hereby certify that the foregoing is a true and correct copy of a resolution duly and regularly adopted at a meeting of the board of directors of The Southern Company, duly held on February 21, 2000, at which a quorum was in attendance and voting throughout, and that said resolution has not since been rescinded but is still in full force and effect.
Dated March 24, 2000 THE SOUTHERN COMPANY

By /s/ Tommy Chisholm Tommy Chisholm Secretary

Exhibit 24(b) January 21, 2000 W. L. Westbrook Wayne Boston 270 Peachtree Street, N.W. 241 Ralph McGill Blvd. NE Atlanta, Georgia 30303 Atlanta, Georgia 30308-3374

Extract from minutes of meeting of the board of directors of The Southern Company.

RESOLVED: That for the purpose of signing the Company's Annual Report on Form 10-K for the year ended December 31, 1999, 2000 Form 10-Q's and Form 8-K's, and of remedying any deficiencies with respect thereto by appropriate amendment or amendments, this Company, the members of its board of directors, and its officers, are authorized to give their several powers of attorney to A. W. Dahlberg, W. L. Westbrook, Tommy Chisholm, and Wayne Boston.

The undersigned officer of The Southern Company does hereby certify that the foregoing is a true and correct copy of a resolution duly and regularly adopted at a meeting of the board of directors of The Southern Company, duly held on February 21, 2000, at which a quorum was in attendance and voting throughout, and that said resolution has not since been rescinded but is still in full force and effect.
Dated March 24, 2000 THE SOUTHERN COMPANY

By /s/ Tommy Chisholm Tommy Chisholm Secretary

Exhibit 24(b) January 21, 2000 W. L. Westbrook Wayne Boston 270 Peachtree Street, N.W. 241 Ralph McGill Blvd. NE Atlanta, Georgia 30303 Atlanta, Georgia 30308-3374 Dear Sirs: Alabama Power Company proposes to file with the Securities and Exchange Commission, under the Securities Exchange Act of 1934, (1) its Annual Report on Form 10-K for the year ended December 31, 1999, and (2) its quarterly reports on Form 10-Q during 2000. Alabama Power Company and the undersigned directors and officers of said Company, individually as a director and/or as an officer of the Company, hereby make, constitute and appoint W. L. Westbrook and Wayne Boston our true and lawful Attorneys for each of us and in each of our names, places and steads to sign and cause to be filed with the Securities and Exchange Commission in connection with the foregoing said Annual Report on Form 10-K, quarterly reports on Form 10-Q, and any appropriate amendment or amendments thereto and any necessary exhibits. Yours very truly, ALABAMA POWER COMPANY
By /s/Elmer B. Harris Elmer B. Harris President and Chief Executive Officer

-2-

Exhibit 24(b) January 21, 2000 W. L. Westbrook Wayne Boston 270 Peachtree Street, N.W. 241 Ralph McGill Blvd. NE Atlanta, Georgia 30303 Atlanta, Georgia 30308-3374 Dear Sirs: Alabama Power Company proposes to file with the Securities and Exchange Commission, under the Securities Exchange Act of 1934, (1) its Annual Report on Form 10-K for the year ended December 31, 1999, and (2) its quarterly reports on Form 10-Q during 2000. Alabama Power Company and the undersigned directors and officers of said Company, individually as a director and/or as an officer of the Company, hereby make, constitute and appoint W. L. Westbrook and Wayne Boston our true and lawful Attorneys for each of us and in each of our names, places and steads to sign and cause to be filed with the Securities and Exchange Commission in connection with the foregoing said Annual Report on Form 10-K, quarterly reports on Form 10-Q, and any appropriate amendment or amendments thereto and any necessary exhibits. Yours very truly, ALABAMA POWER COMPANY
By /s/Elmer B. Harris Elmer B. Harris President and Chief Executive Officer

-2/s/ Whit Armstrong Whit Armstrong /s/ David J. Cooper David J. Cooper /s/ H. Allen Franklin H. Allen Franklin /s/ Elmer B. Harris Elmer B. Harris /s/ R. Kent Henslee R. Kent Henslee /s/ Carl E. Jones, Jr. Carl E. Jones, Jr. /s/ Patricia M. King Patricia M. King /s/ James K. Lowder James K. Lowder /s/ Wallace D. Malone, Jr. Wallace D. Malone, Jr. /s/ Thomas C. Meredith Thomas C. Meredith /s/ Mayer Mitchell Mayer Mitchell /s/ William V. Muse William V. Muse /s/ John T. Porter John T. Porter /s/ Robert D. Powers Robert D. Powers ______________________________ Andreas Renschler /s/ C. Dowd Ritter C. Dowd Ritter /s/ James H. Sanford James H. Sanford /s/ John Cox Webb, IV John Cox Webb, IV /s/ William B. Hutchins, III William B. Hutchins, III /s/ Art P. Beattie Art P. Beattie

-2/s/ Whit Armstrong Whit Armstrong /s/ David J. Cooper David J. Cooper /s/ H. Allen Franklin H. Allen Franklin /s/ Elmer B. Harris Elmer B. Harris /s/ R. Kent Henslee R. Kent Henslee /s/ Carl E. Jones, Jr. Carl E. Jones, Jr. /s/ Patricia M. King Patricia M. King /s/ James K. Lowder James K. Lowder /s/ Wallace D. Malone, Jr. Wallace D. Malone, Jr. /s/ Thomas C. Meredith Thomas C. Meredith /s/ Mayer Mitchell Mayer Mitchell /s/ William V. Muse William V. Muse /s/ John T. Porter John T. Porter /s/ Robert D. Powers Robert D. Powers ______________________________ Andreas Renschler /s/ C. Dowd Ritter C. Dowd Ritter /s/ James H. Sanford James H. Sanford /s/ John Cox Webb, IV John Cox Webb, IV /s/ William B. Hutchins, III William B. Hutchins, III /s/ Art P. Beattie Art P. Beattie

Extract from minutes of meeting of the board of directors of Alabama Power Company.

RESOLVED: That for the purpose of signing and filing with the Securities and Exchange Commission under the Securities Exchange Act of 1934, Alabama Power Company's annual report on Form 10-K for the year ended December 31, 1999, and of remedying any deficiencies with respect thereto by appropriate amendment or amendments, and also filing quarterly reports on Form 10-Q, Alabama Power Company, the members of its Board of Directors, and its officers are authorized to give their several powers of attorney to W. L. Westbrook and Wayne Boston, in substantially the form of power of attorney presented to this meeting.

The undersigned officer of Alabama Power Company does hereby certify that the foregoing is a true and correct copy of resolution duly and regularly adopted at a meeting of the board of directors of Alabama Power Company, duly held on January 21, 2000, at which a quorum was in attendance and voting throughout, and that said resolution has not since been rescinded but is still in full force and effect.
Dated March 24, 2000 ALABAMA POWER COMPANY

By

/s/Wayne Boston Wayne Boston Assistant Secretary

Exhibit 24(c)

Extract from minutes of meeting of the board of directors of Alabama Power Company.

RESOLVED: That for the purpose of signing and filing with the Securities and Exchange Commission under the Securities Exchange Act of 1934, Alabama Power Company's annual report on Form 10-K for the year ended December 31, 1999, and of remedying any deficiencies with respect thereto by appropriate amendment or amendments, and also filing quarterly reports on Form 10-Q, Alabama Power Company, the members of its Board of Directors, and its officers are authorized to give their several powers of attorney to W. L. Westbrook and Wayne Boston, in substantially the form of power of attorney presented to this meeting.

The undersigned officer of Alabama Power Company does hereby certify that the foregoing is a true and correct copy of resolution duly and regularly adopted at a meeting of the board of directors of Alabama Power Company, duly held on January 21, 2000, at which a quorum was in attendance and voting throughout, and that said resolution has not since been rescinded but is still in full force and effect.
Dated March 24, 2000 ALABAMA POWER COMPANY

By

/s/Wayne Boston Wayne Boston Assistant Secretary

Exhibit 24(c) February 16, 2000 W. L. Westbrook and Wayne Boston Dear Sirs: Georgia Power Company proposes to file or join in the filing of reports under the Securities Exchange Act of 1934 with the Securities and Exchange Commission with respect to the following: (1) the filing of its Annual Report on Form 10-K for the year ended December 31, 1999, and (2) the filing of its quarterly reports on Form 10-Q during 2000. Georgia Power Company and the undersigned directors and officers of said Company, individually as a director and/or as an officer of the Company, hereby make, constitute and appoint each of you our true and lawful Attorney for each of us and in each of our names, places and steads to sign and cause to be filed with the Securities and Exchange Commission in connection with the foregoing said Annual Report on Form 10-K, quarterly reports on Form 10-Q and any appropriate amendment or amendments thereto and any necessary exhibits. Yours very truly, GEORGIA POWER COMPANY
By /s/ David M. Ratcliffe David M. Ratcliffe President and Chief Executive Officer

Exhibit 24(c) February 16, 2000 W. L. Westbrook and Wayne Boston Dear Sirs: Georgia Power Company proposes to file or join in the filing of reports under the Securities Exchange Act of 1934 with the Securities and Exchange Commission with respect to the following: (1) the filing of its Annual Report on Form 10-K for the year ended December 31, 1999, and (2) the filing of its quarterly reports on Form 10-Q during 2000. Georgia Power Company and the undersigned directors and officers of said Company, individually as a director and/or as an officer of the Company, hereby make, constitute and appoint each of you our true and lawful Attorney for each of us and in each of our names, places and steads to sign and cause to be filed with the Securities and Exchange Commission in connection with the foregoing said Annual Report on Form 10-K, quarterly reports on Form 10-Q and any appropriate amendment or amendments thereto and any necessary exhibits. Yours very truly, GEORGIA POWER COMPANY
By /s/ David M. Ratcliffe David M. Ratcliffe President and Chief Executive Officer

-2/s/ Daniel P. Amos Daniel P. Amos /s/ Juanita P. Baranco Juanita P. Baranco /s/ William A. Fickling, Jr. William A. Fickling, Jr. /s/ H. Allen Franklin H. Allen Franklin /s/ L. G. Hardman III L. G. Hardman III /s/ James R. Lientz, Jr. James R. Lientz, Jr. /s/ Zell Miller Zell Miller /s/ G. Joseph Prendergast G. Joseph Prendergast /s/ Herman J. Russell Herman J. Russell /s/ David M. Ratcliffe David M. Ratcliffe /s/ William Jerry Vereen William Jerry Vereen /s/ Carl Ware Carl Ware /s/ Thomas A. Fanning Thomas A. Fanning /s/ Judy M. Anderson Judy M. Anderson /s/ Cliff S. Thrasher Cliff S. Thrasher

Extract from minutes of meeting of the board of directors of Georgia Power Company.

-2/s/ Daniel P. Amos Daniel P. Amos /s/ Juanita P. Baranco Juanita P. Baranco /s/ William A. Fickling, Jr. William A. Fickling, Jr. /s/ H. Allen Franklin H. Allen Franklin /s/ L. G. Hardman III L. G. Hardman III /s/ James R. Lientz, Jr. James R. Lientz, Jr. /s/ Zell Miller Zell Miller /s/ G. Joseph Prendergast G. Joseph Prendergast /s/ Herman J. Russell Herman J. Russell /s/ David M. Ratcliffe David M. Ratcliffe /s/ William Jerry Vereen William Jerry Vereen /s/ Carl Ware Carl Ware /s/ Thomas A. Fanning Thomas A. Fanning /s/ Judy M. Anderson Judy M. Anderson /s/ Cliff S. Thrasher Cliff S. Thrasher

Extract from minutes of meeting of the board of directors of Georgia Power Company.

RESOLVED: That for the purpose of signing reports under the Securities Exchange Act of 1934 to be filed with the Securities and Exchange Commission with respect to (a) the filing of the Company's Annual Report on Form 10-K for the year ended December 31, 1999, and (b) quarterly filings on Form 10-Q during 2000; and of remedying any deficiencies with respect thereto by appropriate amendment or amendments, this Company and the members of its Board of Directors authorize their several powers of attorney to W. L. Westbrook and Wayne Boston.

The undersigned officer of Georgia Power Company does hereby certify that the foregoing is a true and correct copy of resolution duly and regularly adopted at a meeting of the board of directors of Georgia Power Company, duly held on February 16, 2000, at which a quorum was in attendance and voting throughout, and that said resolution has not since been rescinded but is still in full force and effect.
Dated March 24, 2000 GEORGIA POWER COMPANY

By /s/Wayne Boston Wayne Boston Assistant Secretary

Exhibit 24(d) February 25, 2000 Mr. W. L. Westbrook Mr. Wayne Boston The Southern Company Southern Company Services, Inc. 270 Peachtree Street, N.W. 241 Ralph McGill Blvd. NE Atlanta GA 30303 Atlanta GA 30308-3374

Extract from minutes of meeting of the board of directors of Georgia Power Company.

RESOLVED: That for the purpose of signing reports under the Securities Exchange Act of 1934 to be filed with the Securities and Exchange Commission with respect to (a) the filing of the Company's Annual Report on Form 10-K for the year ended December 31, 1999, and (b) quarterly filings on Form 10-Q during 2000; and of remedying any deficiencies with respect thereto by appropriate amendment or amendments, this Company and the members of its Board of Directors authorize their several powers of attorney to W. L. Westbrook and Wayne Boston.

The undersigned officer of Georgia Power Company does hereby certify that the foregoing is a true and correct copy of resolution duly and regularly adopted at a meeting of the board of directors of Georgia Power Company, duly held on February 16, 2000, at which a quorum was in attendance and voting throughout, and that said resolution has not since been rescinded but is still in full force and effect.
Dated March 24, 2000 GEORGIA POWER COMPANY

By /s/Wayne Boston Wayne Boston Assistant Secretary

Exhibit 24(d) February 25, 2000 Mr. W. L. Westbrook Mr. Wayne Boston The Southern Company Southern Company Services, Inc. 270 Peachtree Street, N.W. 241 Ralph McGill Blvd. NE Atlanta GA 30303 Atlanta GA 30308-3374 Dear Sirs: Re: Forms 10-K and 10-Q Gulf Power Company proposes to file or join in the filing of reports under the Securities Exchange Act of 1934 with the Securities and Exchange Commission with respect to the following: (1) its Annual Report on Form 10-K for the year ended December 31, 1999, and (2) its 2000 quarterly reports on Form 10-Q. Gulf Power Company and the undersigned Directors and Officers of said Company, individually as a Director and/or as an Officer of the Company, hereby make, constitute and appoint each of you our true and lawful Attorney for each of us and in each of our names, places and steads to sign and cause to be filed with the Securities and Exchange Commission in connection with the foregoing said Annual Report on Form 10-K, quarterly reports on Form 10-Q and any appropriate amendment or amendments thereto and any necessary exhibits. Sincerely,
By /s/Travis J. Bowden Travis J. Bowden President and Chief Executive Officer

-2-

Exhibit 24(d) February 25, 2000 Mr. W. L. Westbrook Mr. Wayne Boston The Southern Company Southern Company Services, Inc. 270 Peachtree Street, N.W. 241 Ralph McGill Blvd. NE Atlanta GA 30303 Atlanta GA 30308-3374 Dear Sirs: Re: Forms 10-K and 10-Q Gulf Power Company proposes to file or join in the filing of reports under the Securities Exchange Act of 1934 with the Securities and Exchange Commission with respect to the following: (1) its Annual Report on Form 10-K for the year ended December 31, 1999, and (2) its 2000 quarterly reports on Form 10-Q. Gulf Power Company and the undersigned Directors and Officers of said Company, individually as a Director and/or as an Officer of the Company, hereby make, constitute and appoint each of you our true and lawful Attorney for each of us and in each of our names, places and steads to sign and cause to be filed with the Securities and Exchange Commission in connection with the foregoing said Annual Report on Form 10-K, quarterly reports on Form 10-Q and any appropriate amendment or amendments thereto and any necessary exhibits. Sincerely,
By /s/Travis J. Bowden Travis J. Bowden President and Chief Executive Officer

-2/s/ Travis J. Bowden Travis J. Bowden /s/ Barbara H. Thames Barbara H. Thames

/s/ Fred C. Donovan Fred C. Donovan

/s/ Arlan E. Scarbrough Arlan E. Scarbrough

/s/ H. Allen Franklin H. Allen Franklin

/s/ Ronnie R. Labrato Ronnie R. Labrato

/s/ W. D. Hull, Jr. W. D. Hull, Jr.

/s/ Warren E. Tate Warren E. Tate

/s/ Joseph K. Tannehill Joseph K. Tannehill

Extract from minutes of meeting of the board of directors of Gulf Power Company.

-2/s/ Travis J. Bowden Travis J. Bowden /s/ Barbara H. Thames Barbara H. Thames

/s/ Fred C. Donovan Fred C. Donovan

/s/ Arlan E. Scarbrough Arlan E. Scarbrough

/s/ H. Allen Franklin H. Allen Franklin

/s/ Ronnie R. Labrato Ronnie R. Labrato

/s/ W. D. Hull, Jr. W. D. Hull, Jr.

/s/ Warren E. Tate Warren E. Tate

/s/ Joseph K. Tannehill Joseph K. Tannehill

Extract from minutes of meeting of the board of directors of Gulf Power Company.

RESOLVED, That for the purpose of signing the reports under the Securities Exchange Act of 1934 to be filed with the Securities and Exchange Commission with respect to the filing of this Company's Annual Report on Form 10-K for the year ended December 31, 1999, and its 2000 quarterly reports on Form 10-Q, and of remedying any deficiencies with respect thereto by appropriate amendment or amendments, this Company, the members of its Board of Directors, and its Officers, are authorized to give their several powers of attorney to W. L. Westbrook and Wayne Boston.

The undersigned officer of Gulf Power Company does hereby certify that the foregoing is a true and correct copy of resolution duly and regularly adopted at a meeting of the board of directors of Gulf Power Company, duly held on February 25, 2000, at which a quorum was in attendance and voting throughout, and that said resolution has not since been rescinded but is still in full force and effect.
Dated March 24, 2000 GULF POWER COMPANY

By

/s/Wayne Boston Wayne Boston Assistant Secretary

Exhibit 24(e) February 23, 2000 W. L. Westbrook and Wayne Boston Dear Sirs:

Extract from minutes of meeting of the board of directors of Gulf Power Company.

RESOLVED, That for the purpose of signing the reports under the Securities Exchange Act of 1934 to be filed with the Securities and Exchange Commission with respect to the filing of this Company's Annual Report on Form 10-K for the year ended December 31, 1999, and its 2000 quarterly reports on Form 10-Q, and of remedying any deficiencies with respect thereto by appropriate amendment or amendments, this Company, the members of its Board of Directors, and its Officers, are authorized to give their several powers of attorney to W. L. Westbrook and Wayne Boston.

The undersigned officer of Gulf Power Company does hereby certify that the foregoing is a true and correct copy of resolution duly and regularly adopted at a meeting of the board of directors of Gulf Power Company, duly held on February 25, 2000, at which a quorum was in attendance and voting throughout, and that said resolution has not since been rescinded but is still in full force and effect.
Dated March 24, 2000 GULF POWER COMPANY

By

/s/Wayne Boston Wayne Boston Assistant Secretary

Exhibit 24(e) February 23, 2000 W. L. Westbrook and Wayne Boston Dear Sirs: Mississippi Power Company proposes to file or join in the filing of reports under the Securities Exchange Act of 1934 with the Securities and Exchange Commission with respect to the following: (1) the filing of its Annual Report on Form 10-K for the year ended December 31, 1999, and (2) the filing of its quarterly reports on Form 10-Q during 2000. Mississippi Power Company and the undersigned directors and officers of said Company, individually as a director and/or as an officer of the Company, hereby make, constitute and appoint each of you our true and lawful Attorney for each of us and in each of our names, places and steads to sign and cause to be filed with the Securities and Exchange Commission in connection with the foregoing said Annual Report on Form 10-K, quarterly reports on Form 10-Q and any appropriate amendment or amendments thereto and any necessary exhibits. Yours very truly, MISSISSIPPI POWER COMPANY
/s/Dwight H. Evans Dwight H. Evans President and Chief Executive Officer By

-2-

Exhibit 24(e) February 23, 2000 W. L. Westbrook and Wayne Boston Dear Sirs: Mississippi Power Company proposes to file or join in the filing of reports under the Securities Exchange Act of 1934 with the Securities and Exchange Commission with respect to the following: (1) the filing of its Annual Report on Form 10-K for the year ended December 31, 1999, and (2) the filing of its quarterly reports on Form 10-Q during 2000. Mississippi Power Company and the undersigned directors and officers of said Company, individually as a director and/or as an officer of the Company, hereby make, constitute and appoint each of you our true and lawful Attorney for each of us and in each of our names, places and steads to sign and cause to be filed with the Securities and Exchange Commission in connection with the foregoing said Annual Report on Form 10-K, quarterly reports on Form 10-Q and any appropriate amendment or amendments thereto and any necessary exhibits. Yours very truly, MISSISSIPPI POWER COMPANY
/s/Dwight H. Evans Dwight H. Evans President and Chief Executive Officer By

-2/s/ Edwin E. Downer Edwin E. Downer /s/ George A. Schloegel George A. Schloegel

/s/ Dwight H. Evans Dwight H. Evans

/s/ Philip J. Terrell Philip J. Terrell

/s/ Robert S. Gaddis Robert S. Gaddis

/s/ Gene Warr Gene Warr

/s/ Linda T. Howard Linda T. Howard

/s/ Michael W. Southern Michael W. Southern

/s/ Aubrey K. Lucas Aubrey K. Lucas

/s/ Frances V. Turnage Frances V. Turnage

/s/ Malcolm Portera Malcolm Portera

-2/s/ Edwin E. Downer Edwin E. Downer /s/ George A. Schloegel George A. Schloegel

/s/ Dwight H. Evans Dwight H. Evans

/s/ Philip J. Terrell Philip J. Terrell

/s/ Robert S. Gaddis Robert S. Gaddis

/s/ Gene Warr Gene Warr

/s/ Linda T. Howard Linda T. Howard

/s/ Michael W. Southern Michael W. Southern

/s/ Aubrey K. Lucas Aubrey K. Lucas

/s/ Frances V. Turnage Frances V. Turnage

/s/ Malcolm Portera Malcolm Portera

Extract from minutes of meeting of the board of directors of Mississippi Power Company.

RESOLVED: That this Company, the members of this Company's Board of Directors and its officers are authorized to give their several powers of attorney to W. L. Westbrook and Wayne Boston for the purpose of signing the reports under the Securities Exchange Act of 1934 to be filed with the Securities and Exchange Commission with respect to the filing of the Company's Annual Report on Form 10-K for the year ended December 31, 1999, and the filing of this Company's quarterly reports to the Securities and Exchange Commission on Form 10-Q for the year 2000.

The undersigned officer of Mississippi Power Company does hereby certify that the foregoing is a true and correct copy of resolution duly and regularly adopted at a meeting of the board of directors of Mississippi Power Company, duly held on February 23, 2000, at which a quorum was in attendance and voting throughout, and that said resolution has not since been rescinded but is still in full force and effect. Dated March 27, 2000 MISSISSIPPI POWER COMPANY
By /s/Wayne Boston Wayne Boston Assistant Secretary

Exhibit 24(f) February 24, 2000

Extract from minutes of meeting of the board of directors of Mississippi Power Company.

RESOLVED: That this Company, the members of this Company's Board of Directors and its officers are authorized to give their several powers of attorney to W. L. Westbrook and Wayne Boston for the purpose of signing the reports under the Securities Exchange Act of 1934 to be filed with the Securities and Exchange Commission with respect to the filing of the Company's Annual Report on Form 10-K for the year ended December 31, 1999, and the filing of this Company's quarterly reports to the Securities and Exchange Commission on Form 10-Q for the year 2000.

The undersigned officer of Mississippi Power Company does hereby certify that the foregoing is a true and correct copy of resolution duly and regularly adopted at a meeting of the board of directors of Mississippi Power Company, duly held on February 23, 2000, at which a quorum was in attendance and voting throughout, and that said resolution has not since been rescinded but is still in full force and effect. Dated March 27, 2000 MISSISSIPPI POWER COMPANY
By /s/Wayne Boston Wayne Boston Assistant Secretary

Exhibit 24(f) February 24, 2000 W. L. Westbrook and Wayne Boston Dear Sirs: Savannah Electric and Power Company proposes to file with the Securities and Exchange Commission, under the Securities Exchange Act of 1934, (1) its Annual Report on Form 10-K for the year ended December 31, 1999, and (2) its quarterly reports on Form 10-Q during 2000. Savannah Electric and Power Company and the undersigned directors and officers of said Company, individually as a director and/or as an officer of the Company, hereby make, constitute and appoint W. L. Westbrook and Wayne Boston our true and lawful Attorneys for each of us and in each of our names, places and steads to sign and cause to be filed with the Securities and Exchange Commission in connection with the foregoing said Annual Report on Form 10-K, quarterly reports on Form 10-Q, and any appropriate amendment or amendments thereto and any necessary exhibits. Yours very truly, SAVANNAH ELECTRIC AND POWER COMPANY
By /s/ G. Edison Holland, Jr. G. Edison Holland, Jr. President and Chief Executive Officer

-2-

Exhibit 24(f) February 24, 2000 W. L. Westbrook and Wayne Boston Dear Sirs: Savannah Electric and Power Company proposes to file with the Securities and Exchange Commission, under the Securities Exchange Act of 1934, (1) its Annual Report on Form 10-K for the year ended December 31, 1999, and (2) its quarterly reports on Form 10-Q during 2000. Savannah Electric and Power Company and the undersigned directors and officers of said Company, individually as a director and/or as an officer of the Company, hereby make, constitute and appoint W. L. Westbrook and Wayne Boston our true and lawful Attorneys for each of us and in each of our names, places and steads to sign and cause to be filed with the Securities and Exchange Commission in connection with the foregoing said Annual Report on Form 10-K, quarterly reports on Form 10-Q, and any appropriate amendment or amendments thereto and any necessary exhibits. Yours very truly, SAVANNAH ELECTRIC AND POWER COMPANY
By /s/ G. Edison Holland, Jr. G. Edison Holland, Jr. President and Chief Executive Officer

-2/s/ Gus H. Bell, III Gus H. Bell, III /s/ Robert B. Miller, III Robert B. Miller, III

/s/ Archie H. Davis Archie H. Davis

/s/ Arnold M. Tenenbaum Arnold M. Tenenbaum

/s/ Walter D. Gnann Walter D. Gnann

/s/ K. R. Willis K. R. Willis

/s/ G. Edison Holland, Jr. G. Edison Holland, Jr.

/s/ Nancy E. Frankenhauser Nancy E. Frankenhauser

Extract from minutes of meeting of the board of directors of Savannah Electric and Power Company.

RESOLVED: That for the purpose of signing reports required to be filed by the Company under the Securities Exchange Act of 1934 to be filed with the Securities and Exchange Commission including (a) the filing of this Company's Annual Report on Form 10-K for the year ended December 31, 1999, and (b) quarterly reports on

-2/s/ Gus H. Bell, III Gus H. Bell, III /s/ Robert B. Miller, III Robert B. Miller, III

/s/ Archie H. Davis Archie H. Davis

/s/ Arnold M. Tenenbaum Arnold M. Tenenbaum

/s/ Walter D. Gnann Walter D. Gnann

/s/ K. R. Willis K. R. Willis

/s/ G. Edison Holland, Jr. G. Edison Holland, Jr.

/s/ Nancy E. Frankenhauser Nancy E. Frankenhauser

Extract from minutes of meeting of the board of directors of Savannah Electric and Power Company.

RESOLVED: That for the purpose of signing reports required to be filed by the Company under the Securities Exchange Act of 1934 to be filed with the Securities and Exchange Commission including (a) the filing of this Company's Annual Report on Form 10-K for the year ended December 31, 1999, and (b) quarterly reports on Form 10-Q during calendar year 2000; and of remedying any deficiencies with respect thereto by appropriate amendment or amendments, this Company and the members of its Board of Directors, and its officers, be and they are hereby authorized to give their several powers of attorney to W. L. Westbrook and Wayne Boston for the purposes set out above.

The undersigned officer of Savannah Electric and Power Company does hereby certify that the foregoing is a true and correct copy of resolution duly and regularly adopted at a meeting of the board of directors of Savannah Electric and Power Company, duly held on February 24, 2000, at which a quorum was in attendance and voting throughout, and that said resolution has not since been rescinded but is still in full force and effect.
Dated March 24, 2000 SAVANNAH ELECTRIC AND POWER COMPANY

By /s/Wayne Boston Wayne Boston Assistant Secretary

Extract from minutes of meeting of the board of directors of Savannah Electric and Power Company.

RESOLVED: That for the purpose of signing reports required to be filed by the Company under the Securities Exchange Act of 1934 to be filed with the Securities and Exchange Commission including (a) the filing of this Company's Annual Report on Form 10-K for the year ended December 31, 1999, and (b) quarterly reports on Form 10-Q during calendar year 2000; and of remedying any deficiencies with respect thereto by appropriate amendment or amendments, this Company and the members of its Board of Directors, and its officers, be and they are hereby authorized to give their several powers of attorney to W. L. Westbrook and Wayne Boston for the purposes set out above.

The undersigned officer of Savannah Electric and Power Company does hereby certify that the foregoing is a true and correct copy of resolution duly and regularly adopted at a meeting of the board of directors of Savannah Electric and Power Company, duly held on February 24, 2000, at which a quorum was in attendance and voting throughout, and that said resolution has not since been rescinded but is still in full force and effect.
Dated March 24, 2000 SAVANNAH ELECTRIC AND POWER COMPANY

By /s/Wayne Boston Wayne Boston Assistant Secretary