Executive Productivity Improvement Plan - SOUTHERN CO - 3-25-1996

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					Exhibit 10(a)62 AMENDMENT AND RESTATEMENT OF THE SOUTHERN COMPANY EXECUTIVE PRODUCTIVITY IMPROVEMENT PLAN EFFECTIVE JANUARY 1, 1995

THE SOUTHERN COMPANY EXECUTIVE PRODUCTIVITY IMPROVEMENT PLAN Amended and Restated Effective January 1, 1995
ARTICLE DESCRIPTION PAGE

ARTICLE I ARTICLE II ARTICLE III ARTICLE IV

Definitions............................................ 2 Participants........................................... 4 Corporate Financial Performance Award.................. 6 Miscellaneous Provisions............................... 7

THE 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. The amendment and restatement shall be effective as of January 1, 1995.

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 the wages paid to a Participant without including overtime and before deduction of taxes, FICA, etc. 1.2 "Award" shall mean the award opportunity multiplied by the performance unit value determined under Section 3.2 of the Plan.

THE SOUTHERN COMPANY EXECUTIVE PRODUCTIVITY IMPROVEMENT PLAN Amended and Restated Effective January 1, 1995
ARTICLE DESCRIPTION PAGE

ARTICLE I ARTICLE II ARTICLE III ARTICLE IV

Definitions............................................ 2 Participants........................................... 4 Corporate Financial Performance Award.................. 6 Miscellaneous Provisions............................... 7

THE 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. The amendment and restatement shall be effective as of January 1, 1995.

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 the wages paid to a Participant without including overtime and before deduction of taxes, FICA, etc. 1.2 "Award" shall mean the award opportunity multiplied by the performance unit value determined under Section 3.2 of the Plan. 1.3 "Award Opportunity" shall mean the target award opportunity determined under Section 3.1 of the Plan. 1.4 "Board of Directors" shall mean the Board of Directors of Southern Company Services, Inc. 1.5 "Chief Executive Officer" shall mean the individual designated as such by the Board of Directors of an Employing Company and of The Southern Company. 1.6 "Committee" or "Compensation Committee" shall mean the Compensation Committee of the Board of Directors of The Southern Company or the Employing Company. 1.7 "Common Stock" shall mean the common stock of The Southern Company.

THE 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. The amendment and restatement shall be effective as of January 1, 1995.

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 the wages paid to a Participant without including overtime and before deduction of taxes, FICA, etc. 1.2 "Award" shall mean the award opportunity multiplied by the performance unit value determined under Section 3.2 of the Plan. 1.3 "Award Opportunity" shall mean the target award opportunity determined under Section 3.1 of the Plan. 1.4 "Board of Directors" shall mean the Board of Directors of Southern Company Services, Inc. 1.5 "Chief Executive Officer" shall mean the individual designated as such by the Board of Directors of an Employing Company and of The Southern Company. 1.6 "Committee" or "Compensation Committee" shall mean the Compensation Committee of the Board of Directors of The Southern Company or the Employing Company. 1.7 "Common Stock" shall mean the common stock of The Southern Company. 1.8 "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. 1.9 "Employing Company" shall mean Southern Company Services, Inc., or any affiliate or subsidiary (direct or indirect) of The 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. 1.10 "Executive Employee" shall mean any person who is currently employed by an Employing Company who is an "officer" as that term is defined in Regulation 16a-1 promulgated by the Securities Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, excluding however any principal financial officer, principal accounting officer or controller unless the person holding such position otherwise meets the definition of "officer" set forth in such Regulation. -2-

1.11 "Grade Level" shall mean the evaluation assigned under the job evaluation system.

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 the wages paid to a Participant without including overtime and before deduction of taxes, FICA, etc. 1.2 "Award" shall mean the award opportunity multiplied by the performance unit value determined under Section 3.2 of the Plan. 1.3 "Award Opportunity" shall mean the target award opportunity determined under Section 3.1 of the Plan. 1.4 "Board of Directors" shall mean the Board of Directors of Southern Company Services, Inc. 1.5 "Chief Executive Officer" shall mean the individual designated as such by the Board of Directors of an Employing Company and of The Southern Company. 1.6 "Committee" or "Compensation Committee" shall mean the Compensation Committee of the Board of Directors of The Southern Company or the Employing Company. 1.7 "Common Stock" shall mean the common stock of The Southern Company. 1.8 "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. 1.9 "Employing Company" shall mean Southern Company Services, Inc., or any affiliate or subsidiary (direct or indirect) of The 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. 1.10 "Executive Employee" shall mean any person who is currently employed by an Employing Company who is an "officer" as that term is defined in Regulation 16a-1 promulgated by the Securities Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, excluding however any principal financial officer, principal accounting officer or controller unless the person holding such position otherwise meets the definition of "officer" set forth in such Regulation. -2-

1.11 "Grade Level" shall mean the evaluation assigned under the job evaluation system. 1.12 "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. 1.13 "Participant" shall mean an Executive Employee who satisfies the criteria referred to in Article II at the beginning of a Computation Period. 1.14 "Payment Date" shall mean the date the check evidencing the Award is endorsed by an authorized person of an Employing Company. 1.15 "Peer Group Companies" shall mean the Companies set forth on Exhibit C attached hereto. Such Exhibit may be revised from time to time by the Committee to reflect mergers, acquisitions, reorganizations, etc. of peer group members. 1.16 "Plan" shall mean The Southern Company Executive Productivity Improvement Plan, as described herein or as from time to time amended.

1.11 "Grade Level" shall mean the evaluation assigned under the job evaluation system. 1.12 "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. 1.13 "Participant" shall mean an Executive Employee who satisfies the criteria referred to in Article II at the beginning of a Computation Period. 1.14 "Payment Date" shall mean the date the check evidencing the Award is endorsed by an authorized person of an Employing Company. 1.15 "Peer Group Companies" shall mean the Companies set forth on Exhibit C attached hereto. Such Exhibit may be revised from time to time by the Committee to reflect mergers, acquisitions, reorganizations, etc. of peer group members. 1.16 "Plan" shall mean The Southern Company Executive Productivity Improvement Plan, as described herein or as from time to time amended. 1.17 "Prior Plan" shall mean the Plan as amended and restated effective January 1, 1994. 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. -3-

ARTICLE II Participants 2.1 Participation in the Plan shall be limited to Executive Employees of the Employing Companies. 2.2 Any Participant who vacates an eligible Grade Level prior to the close of a Computation Period and who is not immediately reemployed with an affiliate of an Employing Company shall forfeit any Award for any Computation Periods that have not closed as of the date the Participant vacates such eligible Grade Level. 2.3 Any Participant who terminates his employment with the Company and who is not immediately reemployed with an affiliate of an Employing Company prior to the Payment Date of any Award due under this Plan for reasons other than death, disability, or retirement shall forfeit any Award due under this Plan. If a Participant terminates his employment for reason of death, disability or retirement, such Participant shall be eligible to receive an Award for the Computation Period ending in the year of such death, disability or retirement. 2.4 Notwithstanding any other provision of this Plan, no employee whose employment is terminated for cause, as that term is defined by the Committee, shall be eligible to receive an Award under this Plan. 2.5 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 first 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. 2.6 Notwithstanding any other provision of this Plan, the maximum Award for any Computation Period payable to any Participant shall be one million five hundred thousand dollars ($1,500,000). 2.7 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

ARTICLE II Participants 2.1 Participation in the Plan shall be limited to Executive Employees of the Employing Companies. 2.2 Any Participant who vacates an eligible Grade Level prior to the close of a Computation Period and who is not immediately reemployed with an affiliate of an Employing Company shall forfeit any Award for any Computation Periods that have not closed as of the date the Participant vacates such eligible Grade Level. 2.3 Any Participant who terminates his employment with the Company and who is not immediately reemployed with an affiliate of an Employing Company prior to the Payment Date of any Award due under this Plan for reasons other than death, disability, or retirement shall forfeit any Award due under this Plan. If a Participant terminates his employment for reason of death, disability or retirement, such Participant shall be eligible to receive an Award for the Computation Period ending in the year of such death, disability or retirement. 2.4 Notwithstanding any other provision of this Plan, no employee whose employment is terminated for cause, as that term is defined by the Committee, shall be eligible to receive an Award under this Plan. 2.5 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 first 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. 2.6 Notwithstanding any other provision of this Plan, the maximum Award for any Computation Period payable to any Participant shall be one million five hundred thousand dollars ($1,500,000). 2.7 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. -4-

2.8 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. A new four-year measuring period begins 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 longterm decisions. -5-

ARTICLE III Corporate Financial Performance Award 3.1 The Award Opportunity for each Participant shall be based upon his Grade Level(s) and shall range from sixty-five percent (65%) to ten percent (10%) of the Grade Level Value held by the Participant at the beginning of any Computation Period. The Award Opportunity for each Grade Level held by a Participant shall be determined in accordance with the chart set forth in Exhibit A herein. 3.2 Each Award Opportunity shall be multiplied by the value of the performance unit factor set forth in Exhibit B herein, which is based on The Southern Company's average return on common equity ranking during a

2.8 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. A new four-year measuring period begins 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 longterm decisions. -5-

ARTICLE III Corporate Financial Performance Award 3.1 The Award Opportunity for each Participant shall be based upon his Grade Level(s) and shall range from sixty-five percent (65%) to ten percent (10%) of the Grade Level Value held by the Participant at the beginning of any Computation Period. The Award Opportunity for each Grade Level held by a Participant shall be determined in accordance with the chart set forth in Exhibit A herein. 3.2 Each Award Opportunity shall be multiplied by the value of the performance unit factor set forth in Exhibit B herein, which is based on The Southern Company's average return on common equity ranking during a Computation Period as compared to the average return on common equity ranking of the Peer Group Companies to determine a Participant's Award. The return on common equity of the 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 Peer Group Company return on common equity may be accurately compared to that of The Southern Company. 3.3 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 The 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. 3.4 In the discretion of the Compensation Committee of the Board of Directors, the Award for one or more Computation Period(s) may be calculated without regard to any extraordinary item of income incurred by The Southern Company or any Employing Company, provided such determination is made prior to the close of the Computation Period. 3.5 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. -6-

ARTICLE IV Miscellaneous Provisions 4.1 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. 4.2 The Employing Company shall not reserve or otherwise set aside funds for the payments of Awards deferred in accordance with the Prior Plan. 4.3 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

ARTICLE III Corporate Financial Performance Award 3.1 The Award Opportunity for each Participant shall be based upon his Grade Level(s) and shall range from sixty-five percent (65%) to ten percent (10%) of the Grade Level Value held by the Participant at the beginning of any Computation Period. The Award Opportunity for each Grade Level held by a Participant shall be determined in accordance with the chart set forth in Exhibit A herein. 3.2 Each Award Opportunity shall be multiplied by the value of the performance unit factor set forth in Exhibit B herein, which is based on The Southern Company's average return on common equity ranking during a Computation Period as compared to the average return on common equity ranking of the Peer Group Companies to determine a Participant's Award. The return on common equity of the 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 Peer Group Company return on common equity may be accurately compared to that of The Southern Company. 3.3 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 The 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. 3.4 In the discretion of the Compensation Committee of the Board of Directors, the Award for one or more Computation Period(s) may be calculated without regard to any extraordinary item of income incurred by The Southern Company or any Employing Company, provided such determination is made prior to the close of the Computation Period. 3.5 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. -6-

ARTICLE IV Miscellaneous Provisions 4.1 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. 4.2 The Employing Company shall not reserve or otherwise set aside funds for the payments of Awards deferred in accordance with the Prior Plan. 4.3 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. 4.4 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. 4.5 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 the Employing Company to such governmental authority for the account of the person entitled to such distribution.

ARTICLE IV Miscellaneous Provisions 4.1 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. 4.2 The Employing Company shall not reserve or otherwise set aside funds for the payments of Awards deferred in accordance with the Prior Plan. 4.3 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. 4.4 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. 4.5 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 the Employing Company to such governmental authority for the account of the person entitled to such distribution. 4.6 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. 4.7 This Plan, and all its rights under it, shall be governed by and construed in accordance with the laws of the State of Georgia. -7-

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 ____________________, 1995, to be effective January 1, 1995. SOUTHERN COMPANY SERVICES, INC. By: Its: Attest: By: Its: [CORPORATE SEAL] -8-

EXPLANATORY NOTES

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 ____________________, 1995, to be effective January 1, 1995. SOUTHERN COMPANY SERVICES, INC. By: Its: Attest: By: Its: [CORPORATE SEAL] -8-

EXPLANATORY NOTES Under Section 3.2 the average ROCE for a Computation Period will be determined by a) calculating the average ROCE for each year in the Computation Period, b) adding the average ROCE calculations for all years in the Computation Period; and c) dividing the total by the number of years in the Computation Period.

THE SOUTHERN COMPANY EXECUTIVE PRODUCTIVITY IMPROVEMENT PLAN EXHIBIT A
Grade 1/1/95 President/CEO President/CEO 29/30 27/28 25/26 25/24 21/22 19/20 17/18 15/16 13/14 (15) (14) (13) (12) (11) (10) (9) (8) (7) 4/1/95 65% 50% 50% 45% 40% 35% 30% 25% 20% 15% 10% Target Award Opportunity

EXPLANATORY NOTES Under Section 3.2 the average ROCE for a Computation Period will be determined by a) calculating the average ROCE for each year in the Computation Period, b) adding the average ROCE calculations for all years in the Computation Period; and c) dividing the total by the number of years in the Computation Period.

THE SOUTHERN COMPANY EXECUTIVE PRODUCTIVITY IMPROVEMENT PLAN EXHIBIT A
Grade 1/1/95 President/CEO President/CEO 29/30 27/28 25/26 25/24 21/22 19/20 17/18 15/16 13/14 (15) (14) (13) (12) (11) (10) (9) (8) (7) 4/1/95 65% 50% 50% 45% 40% 35% 30% 25% 20% 15% 10% Target Award Opportunity

THE SOUTHERN COMPANY EXECUTIVE PRODUCTIVITY IMPROVEMENT PLAN EXHIBIT B AWARD PERCENTAGE SCHEDULE
alue of Performance Unit ($) $2.00 $1.80 $1.60 $1.40 $1.20 $1.00 Ranking Against Comparison Group Above position 1 1 2 3 4 4.5

THE SOUTHERN COMPANY EXECUTIVE PRODUCTIVITY IMPROVEMENT PLAN EXHIBIT A
Grade 1/1/95 President/CEO President/CEO 29/30 27/28 25/26 25/24 21/22 19/20 17/18 15/16 13/14 (15) (14) (13) (12) (11) (10) (9) (8) (7) 4/1/95 65% 50% 50% 45% 40% 35% 30% 25% 20% 15% 10% Target Award Opportunity

THE SOUTHERN COMPANY EXECUTIVE PRODUCTIVITY IMPROVEMENT PLAN EXHIBIT B AWARD PERCENTAGE SCHEDULE
alue of Performance Unit ($) $2.00 $1.80 $1.60 $1.40 $1.20 $1.00 $0.90 $0.80 $0.70 $0.60 $0.50 Ranking Against Comparison Group Above position 1 1 2 3 4 4.5 5 6 7 8 8.5

THE SOUTHERN COMPANY EXECUTIVE PRODUCTIVITY IMPROVEMENT PLAN EXHIBIT B AWARD PERCENTAGE SCHEDULE
alue of Performance Unit ($) $2.00 $1.80 $1.60 $1.40 $1.20 $1.00 $0.90 $0.80 $0.70 $0.60 $0.50 $0.00 Ranking Against Comparison Group Above position 1 1 2 3 4 4.5 5 6 7 8 8.5 Below 8.5

THE SOUTHERN COMPANY EXECUTIVE PRODUCTIVITY IMPROVEMENT PLAN EXHIBIT C The Peer Group Companies are as follows: TECO Energy, Inc. Carolina Power & Light Company SCANA Central Louisiana Electric Company, Inc. Duke Power Company Potomac Electric Power Company American Electric Power Company, Inc. Dominion Resources, Inc. Allegheny Power Systems, Inc. Florida Progress Delmarva Power & Light Company Baltimore Gas and Electric Company Entergy, Inc. FPL Group Kentucky Utilities Energy Corporation Central and South West Corporation The Southern Company

Exhibit 10(a)63 THE SOUTHERN COMPANY EMPLOYEE SAVINGS PLAN

THE SOUTHERN COMPANY EXECUTIVE PRODUCTIVITY IMPROVEMENT PLAN EXHIBIT C The Peer Group Companies are as follows: TECO Energy, Inc. Carolina Power & Light Company SCANA Central Louisiana Electric Company, Inc. Duke Power Company Potomac Electric Power Company American Electric Power Company, Inc. Dominion Resources, Inc. Allegheny Power Systems, Inc. Florida Progress Delmarva Power & Light Company Baltimore Gas and Electric Company Entergy, Inc. FPL Group Kentucky Utilities Energy Corporation Central and South West Corporation The Southern Company

Exhibit 10(a)63 THE SOUTHERN COMPANY EMPLOYEE SAVINGS PLAN As Amended and Restated Effective July 3, 1995

TABLE OF CONTENTS

ARTICLE I ARTICLE II 2.1 2.2 2.3 2.4 2.5 2.6 2.7

PURPOSE...................................................... DEFINITIONS..................................................

1 2

2.8 2.9 2.10 2.11 2.12 2.13 2.14 2.15 2.16 2.17 2.18 2.19 2.20 2.21 2.22 2.23 2.24 2.25 2.26

"Account"............................................................ 2 "Actual Contribution Percentage Test"................................ 2 "Actual Deferral Percentage"......................................... 2 "Actual Deferral Percentage Test".................................... 2 "Affiliated Employer"................................................ 2 "Aggregate Account".................................................. 3 "Aggregation Group" ................................................. 3 (a) "Required Aggregation Group".........................3 (b) "Permissive Aggregation Group".......................4 "Annual Addition".................................................... 4 "Average Actual Deferral Percentage"................................. 4 "Average Contribution Percentage".................................... 4 "Beneficiary"........................................................ 4 "Board of Directors"................................................. 4 "Break-in-Service Date" ............................................. 4 "Code"............................................................... 5 "Committee" ......................................................... 5 "Common Stock"....................................................... 5 "Company"............................................................ 5 "Compensation"....................................................... 5 "Contribution Percentage" ........................................... 6 "Defined Benefit Plan Fraction" ..................................... 6 "Defined Contribution Plan Fraction" ................................ 6 "Determination Date" ................................................ 7 "Determination Year" ................................................ 7 "Distributee" ....................................................... 7 "Direct Rollover" ................................................... 7 "Elective Employer Contribution"..................................... 7

Exhibit 10(a)63 THE SOUTHERN COMPANY EMPLOYEE SAVINGS PLAN As Amended and Restated Effective July 3, 1995

TABLE OF CONTENTS

ARTICLE I ARTICLE II 2.1 2.2 2.3 2.4 2.5 2.6 2.7

PURPOSE...................................................... DEFINITIONS..................................................

1 2

2.8 2.9 2.10 2.11 2.12 2.13 2.14 2.15 2.16 2.17 2.18 2.19 2.20 2.21 2.22 2.23 2.24 2.25 2.26 2.27 2.28 2.29 2.30 2.31 2.32 2.33 2.34 2.35 2.36 2.37 2.38 2.39 2.40 2.41 2.42 2.43

"Account"............................................................ 2 "Actual Contribution Percentage Test"................................ 2 "Actual Deferral Percentage"......................................... 2 "Actual Deferral Percentage Test".................................... 2 "Affiliated Employer"................................................ 2 "Aggregate Account".................................................. 3 "Aggregation Group" ................................................. 3 (a) "Required Aggregation Group".........................3 (b) "Permissive Aggregation Group".......................4 "Annual Addition".................................................... 4 "Average Actual Deferral Percentage"................................. 4 "Average Contribution Percentage".................................... 4 "Beneficiary"........................................................ 4 "Board of Directors"................................................. 4 "Break-in-Service Date" ............................................. 4 "Code"............................................................... 5 "Committee" ......................................................... 5 "Common Stock"....................................................... 5 "Company"............................................................ 5 "Compensation"....................................................... 5 "Contribution Percentage" ........................................... 6 "Defined Benefit Plan Fraction" ..................................... 6 "Defined Contribution Plan Fraction" ................................ 6 "Determination Date" ................................................ 7 "Determination Year" ................................................ 7 "Distributee" ....................................................... 7 "Direct Rollover" ................................................... 7 "Elective Employer Contribution"..................................... 7 "Eligible Employee" ................................................. 7 "Eligible Participant" .............................................. 8 "Eligible Retirement Plan" .......................................... 8 "Eligible Rollover Distribution" .................................... 8 "Employee"........................................................... 8 "Employer Matching Contribution"..................................... 8 "Employing Company".................................................. 8 "Enrollment Date".................................................... 9 "ERISA".............................................................. 9 "Excess Aggregate Contributions"..................................... 9 "Excess Deferral Amount" ............................................ 9 "Excess Deferral Contributions"...................................... 9 "Family Member" ..................................................... 9 "Highly Compensated Employee"........................................ 9 "Hour of Service".................................................... 10 "Investment Fund".................................................... 10 "Key Employee" ...................................................... 10 i

2.44 2.45 2.46 2.47

"Limitation Year" .................................................. "Look-Back Year" ................................................... "Non-Highly Compensated Employee"................................... "Normal Retirement Date"............................................

10 10 10 11

TABLE OF CONTENTS

ARTICLE I ARTICLE II 2.1 2.2 2.3 2.4 2.5 2.6 2.7

PURPOSE...................................................... DEFINITIONS..................................................

1 2

2.8 2.9 2.10 2.11 2.12 2.13 2.14 2.15 2.16 2.17 2.18 2.19 2.20 2.21 2.22 2.23 2.24 2.25 2.26 2.27 2.28 2.29 2.30 2.31 2.32 2.33 2.34 2.35 2.36 2.37 2.38 2.39 2.40 2.41 2.42 2.43

"Account"............................................................ 2 "Actual Contribution Percentage Test"................................ 2 "Actual Deferral Percentage"......................................... 2 "Actual Deferral Percentage Test".................................... 2 "Affiliated Employer"................................................ 2 "Aggregate Account".................................................. 3 "Aggregation Group" ................................................. 3 (a) "Required Aggregation Group".........................3 (b) "Permissive Aggregation Group".......................4 "Annual Addition".................................................... 4 "Average Actual Deferral Percentage"................................. 4 "Average Contribution Percentage".................................... 4 "Beneficiary"........................................................ 4 "Board of Directors"................................................. 4 "Break-in-Service Date" ............................................. 4 "Code"............................................................... 5 "Committee" ......................................................... 5 "Common Stock"....................................................... 5 "Company"............................................................ 5 "Compensation"....................................................... 5 "Contribution Percentage" ........................................... 6 "Defined Benefit Plan Fraction" ..................................... 6 "Defined Contribution Plan Fraction" ................................ 6 "Determination Date" ................................................ 7 "Determination Year" ................................................ 7 "Distributee" ....................................................... 7 "Direct Rollover" ................................................... 7 "Elective Employer Contribution"..................................... 7 "Eligible Employee" ................................................. 7 "Eligible Participant" .............................................. 8 "Eligible Retirement Plan" .......................................... 8 "Eligible Rollover Distribution" .................................... 8 "Employee"........................................................... 8 "Employer Matching Contribution"..................................... 8 "Employing Company".................................................. 8 "Enrollment Date".................................................... 9 "ERISA".............................................................. 9 "Excess Aggregate Contributions"..................................... 9 "Excess Deferral Amount" ............................................ 9 "Excess Deferral Contributions"...................................... 9 "Family Member" ..................................................... 9 "Highly Compensated Employee"........................................ 9 "Hour of Service".................................................... 10 "Investment Fund".................................................... 10 "Key Employee" ...................................................... 10 i

2.44 2.45 2.46 2.47 2.48 2.49 2.50 2.51 2.52 2.53 2.54 2.55 2.56 2.57 2.58 2.59 2.60 2.61

"Limitation Year" .................................................. "Look-Back Year" ................................................... "Non-Highly Compensated Employee"................................... "Normal Retirement Date"............................................ "One-Year Break in Service"......................................... "Participant"....................................................... "Plan".............................................................. "Plan Year"......................................................... "Present Value of Accrued Retirement Income" ....................... "SEPCO" ............................................................ "SEPCO Plan" ....................................................... "SEPCO Transferred Account" ........................................ "Super-Top-Heavy Group" ............................................ "Surviving Spouse" ................................................. "Top-Heavy Group" .................................................. "Trust" or "Trust Fund"............................................. "Trust Agreement"................................................... "Trustee"...........................................................

10 10 10 11 11 11 11 11 11 11 11 11 11 11 11 12 12 12

2.44 2.45 2.46 2.47 2.48 2.49 2.50 2.51 2.52 2.53 2.54 2.55 2.56 2.57 2.58 2.59 2.60 2.61 2.62 2.63 2.64

"Limitation Year" .................................................. "Look-Back Year" ................................................... "Non-Highly Compensated Employee"................................... "Normal Retirement Date"............................................ "One-Year Break in Service"......................................... "Participant"....................................................... "Plan".............................................................. "Plan Year"......................................................... "Present Value of Accrued Retirement Income" ....................... "SEPCO" ............................................................ "SEPCO Plan" ....................................................... "SEPCO Transferred Account" ........................................ "Super-Top-Heavy Group" ............................................ "Surviving Spouse" ................................................. "Top-Heavy Group" .................................................. "Trust" or "Trust Fund"............................................. "Trust Agreement"................................................... "Trustee"........................................................... "Valuation Date".................................................... "Voluntary Participant Contribution"................................ "Year of Service"...................................................

10 10 10 11 11 11 11 11 11 11 11 11 11 11 11 12 12 12 12 12 12

ARTICLE III 3.1 3.2 3.3 3.4 3.5

PARTICIPATION.............................................. 14 14 14 14 15 15

Eligibility Requirements............................................. Participation upon Reemployment...................................... No Restoration of Previously Distributed Benefits.................... Loss of Eligible Employee Status..................................... Special Rule for Scott Paper Company Energy Complex Employees............................................................

ARTICLE IV

ELECTIVE EMPLOYER CONTRIBUTIONS AND VOLUNTARY PARTICIPANT CONTRIBUTIONS.................................. 16 16 16 16 17 19 23 23 23 23 24

4.1 4.2 4.3 4.4

Elective Employer Contributions...................................... Maximum Amount of Elective Employer Contributions.................... Distribution of Excess Deferral Amounts.............................. Additional Rules Regarding Elective Employer Contributions........................................................ 4.5 Section 401(k) Nondiscrimination Tests............................... 4.6 Voluntary Participant Contributions.................................. 4.7 Manner and Time of Payment of Elective Employer Contributions and Voluntary Participant Contributions................ 4.8 Change in Contribution Rate.......................................... 4.9 Change in Contribution Amount........................................ 4.10 Rollover Contributions and Direct Transfers from Other Qualified Retirement Plans........................................... ARTICLE V 5.1 5.2

EMPLOYER MATCHING CONTRIBUTIONS.............................. 25

Amount of Employer Matching Contributions............................ 25 Investment of Employer Matching Contributions........................ 25 ii

5.3 Payment of Employer Matching Contributions............................ 5.4 Limitations on Employer Matching Contributions and Voluntary Participant Contributions................................... 5.5 Special Rules for Employer Matching Contributions and Voluntary Participant Contributions................................... 5.6 Distribution of Excess Aggregate Contributions........................ 5.7 Reversion of Employing Company Contributions.......................... 5.8 Correction of Prior Incorrect Allocations and Distributions.........................................................

25 25 26 27 28 29

ARTICLE VI LIMITATIONS ON CONTRIBUTIONS................................... 30 6.1 Section 415 Limitations............................................... 30 6.2 Correction of Contributions in Excess of Section 415 Limits................................................................ 31 6.3 Combination of Plans.................................................. 32 ARTICLE VII SUSPENSION OF CONTRIBUTIONS................................... 33

5.3 Payment of Employer Matching Contributions............................ 5.4 Limitations on Employer Matching Contributions and Voluntary Participant Contributions................................... 5.5 Special Rules for Employer Matching Contributions and Voluntary Participant Contributions................................... 5.6 Distribution of Excess Aggregate Contributions........................ 5.7 Reversion of Employing Company Contributions.......................... 5.8 Correction of Prior Incorrect Allocations and Distributions.........................................................

25 25 26 27 28 29

ARTICLE VI LIMITATIONS ON CONTRIBUTIONS................................... 30 6.1 Section 415 Limitations............................................... 30 6.2 Correction of Contributions in Excess of Section 415 Limits................................................................ 31 6.3 Combination of Plans.................................................. 32 ARTICLE VII SUSPENSION OF CONTRIBUTIONS................................... 33 7.1 Suspension of Contributions........................................... 33 7.2 Resumption of Contributions........................................... 33 ARTICLE VIII 8.1 8.2 8.3 8.4 8.5 8.6 INVESTMENT OF PARTICIPANTS' CONTRIBUTIONS................... 34 34 34 34 34 34 35

Investment Funds...................................................... Investment of Participant Contributions............................... Investment of Earnings................................................ Transfer of Assets between Funds...................................... Change in Investment Direction........................................ Section 404(c) Plan...................................................

ARTICLE IX

MAINTENANCE AND VALUATION OF PARTICIPANTS' ACCOUNTS.................................................... 36

9.1 Establishment of Accounts............................................. 36 9.2 Valuation of Investment Funds......................................... 36 9.3 Rights in Investment Funds............................................ 36 ARTICLE X VESTING..................................................... 38

10.1 Vesting.............................................................. 38 ARTICLE XI WITHDRAWALS AND LOANS PRIOR TO TERMINATION OF EMPLOYMENT................................................... 39 39 40 40 40 40 40 42

11.1 11.2 11.3 11.4 11.5 11.6 11.7

Withdrawals by Participants.......................................... Notice of Withdrawal................................................. Form of Withdrawal................................................... Minimum Withdrawal................................................... Source of Withdrawal................................................. Requirement of Hardship.............................................. Loans to Participants................................................ iii

ARTICLE XII 12.1 12.2 12.3 12.4 12.5 12.6 12.7 12.8 12.9 12.10 12.11

DISTRIBUTION TO PARTICIPANTS................................ 45 45 46 46 46 47 48 48 49 49 49 50

Distribution upon Retirement....................................... Distribution upon Disability....................................... Distribution upon Death............................................ Designation of Beneficiary in the Event of Death................... Distribution upon Termination of Employment........................ Commencement of Benefits........................................... Transfer between Employing Companies............................... Distributions to Alternate Payees.................................. Requirement for Direct Rollovers................................... Consent and Notice Requirements.................................... Form of Payment....................................................

ARTICLE XIII 13.1 13.2

ADMINISTRATION OF THE PLAN................................. 51

Membership of Committee............................................ 51 Acceptance and Resignation......................................... 51

ARTICLE XII 12.1 12.2 12.3 12.4 12.5 12.6 12.7 12.8 12.9 12.10 12.11

DISTRIBUTION TO PARTICIPANTS................................ 45 45 46 46 46 47 48 48 49 49 49 50

Distribution upon Retirement....................................... Distribution upon Disability....................................... Distribution upon Death............................................ Designation of Beneficiary in the Event of Death................... Distribution upon Termination of Employment........................ Commencement of Benefits........................................... Transfer between Employing Companies............................... Distributions to Alternate Payees.................................. Requirement for Direct Rollovers................................... Consent and Notice Requirements.................................... Form of Payment....................................................

ARTICLE XIII 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 13.11 13.12 13.13 13.14 13.15 13.16 13.17 13.18

ADMINISTRATION OF THE PLAN................................. 51 51 51 51 51 51 52 52 52 52 53 53 53 54 54 54 54 54 55

Membership of Committee............................................ Acceptance and Resignation......................................... Transaction of Business............................................ Responsibilities in General........................................ Committee as Named Fiduciary....................................... Rules for Plan Administration...................................... Employment of Agents............................................... Co-Fiduciaries..................................................... General Records.................................................... Liability of the Committee......................................... Reimbursement of Expenses and Compensation of Committee.......................................................... Expenses of Plan and Trust Fund.................................... Responsibility for Funding Policy.................................. Management of Assets............................................... Notice and Claims Procedures....................................... Bonding............................................................ Multiple Fiduciary Capacities...................................... Change in Administrative Procedures................................

ARTICLE XIV 14.1 14.2 14.3 14.4 14.5 14.6

TRUSTEE OF THE PLAN......................................... 56 56 56 57 57 57 57

Trustee............................................................. Purchase of Common Stock............................................ Voting of Common Stock.............................................. Voting of Other Investment Fund Shares.............................. Uninvested Amounts.................................................. Independent Accounting..............................................

ARTICLE XV

AMENDMENT AND TERMINATION OF THE PLAN........................ 58

15.1 Amendment of the Plan............................................... 58 15.2 Termination of the Plan............................................. 58 15.3 Merger or Consolidation of the Plan................................. 59 ARTICLE XVI TOP-HEAVY REQUIREMENTS....................................... 60 iv

16.1 16.2 16.3 16.4

Top-Heavy Plan Requirements......................................... Determination of Top-Heavy Status................................... Minimum Allocation for Top-Heavy Plan Years......................... Adjustments to Maximum Benefit Limits for Top-Heavy Plans...............................................................

60 60 61 62

ARTICLE XVII GENERAL PROVISIONS.......................................... 63 17.1 17.2 17.3 17.4 17.5 17.6 Plan Not an Employment Contract..................................... No Right of Assignment or Alienation................................ Payment to Minors and Others........................................ Source of Benefits.................................................. Unclaimed Benefits.................................................. Governing Law....................................................... 63 63 64 64 64 64

ARTICLE XVIII SPECIAL REQUIREMENTS FOR ACCOUNT BALANCES ATTRIBUTABLE TO ACCRUED BENEFITS TRANSFERRED FROM THE SEPCO PLAN ............................................ 65

16.1 16.2 16.3 16.4

Top-Heavy Plan Requirements......................................... Determination of Top-Heavy Status................................... Minimum Allocation for Top-Heavy Plan Years......................... Adjustments to Maximum Benefit Limits for Top-Heavy Plans...............................................................

60 60 61 62

ARTICLE XVII GENERAL PROVISIONS.......................................... 63 17.1 17.2 17.3 17.4 17.5 17.6 Plan Not an Employment Contract..................................... No Right of Assignment or Alienation................................ Payment to Minors and Others........................................ Source of Benefits.................................................. Unclaimed Benefits.................................................. Governing Law....................................................... 63 63 64 64 64 64

ARTICLE XVIII SPECIAL REQUIREMENTS FOR ACCOUNT BALANCES ATTRIBUTABLE TO ACCRUED BENEFITS TRANSFERRED FROM THE SEPCO PLAN ............................................ 65 18.1 SEPCO Transferred Accounts.......................................... 18.2 In-Service Withdrawals from SEPCO Transferred Accounts................................................ 18.3 Loans from SEPCO Transferred Accounts............................... 18.4 Distribution of SEPCO Transferred Accounts.......................... 18.5 Code Section 411(d)(6) Protected Benefits........................... 65 65 65 66 68

v

THE SOUTHERN COMPANY EMPLOYEE SAVINGS PLAN As Amended and Restated Effective July 3, 1995 ARTICLE I PURPOSE The purpose of the Plan is to encourage employee thrift, to create added employee interest in the affairs of The Southern Company, to provide a means for becoming a shareholder in The Southern Company, to supplement retirement and death benefits, and to create a competitive compensation program for employees through the establishment of a formal plan under which contributions by and on behalf of Participants are supplemented by contributions of Employing Companies. This Plan is intended to be a stock bonus plan, and all contributions made by an Employing Company to this Plan are expressly conditioned upon the deductibility of such contributions under Code Section 404. The Plan was originally effective March 1, 1976 and is being amended and restated effective as of July 3, 1995, in order to incorporate a variety of plan design and other changes. This amendment and restatement shall not be applicable to former Participants or Beneficiaries of former Participants whose employment with an Employing Company terminated prior to July 3, 1995.

ARTICLE II DEFINITIONS All references to articles, sections, subsections, and paragraphs shall be to articles, sections, subsections, and paragraphs of this Plan unless another reference is expressly set forth in this Plan. Any words used in the masculine shall be read and be construed in the feminine where they would so apply. Words in the singular shall be read and construed in the plural, and all words in the plural shall be read and construed in the singular in all cases where they would so apply.

THE SOUTHERN COMPANY EMPLOYEE SAVINGS PLAN As Amended and Restated Effective July 3, 1995 ARTICLE I PURPOSE The purpose of the Plan is to encourage employee thrift, to create added employee interest in the affairs of The Southern Company, to provide a means for becoming a shareholder in The Southern Company, to supplement retirement and death benefits, and to create a competitive compensation program for employees through the establishment of a formal plan under which contributions by and on behalf of Participants are supplemented by contributions of Employing Companies. This Plan is intended to be a stock bonus plan, and all contributions made by an Employing Company to this Plan are expressly conditioned upon the deductibility of such contributions under Code Section 404. The Plan was originally effective March 1, 1976 and is being amended and restated effective as of July 3, 1995, in order to incorporate a variety of plan design and other changes. This amendment and restatement shall not be applicable to former Participants or Beneficiaries of former Participants whose employment with an Employing Company terminated prior to July 3, 1995.

ARTICLE II DEFINITIONS All references to articles, sections, subsections, and paragraphs shall be to articles, sections, subsections, and paragraphs of this Plan unless another reference is expressly set forth in this Plan. Any words used in the masculine shall be read and be construed in the feminine where they would so apply. Words in the singular shall be read and construed in the plural, and all words in the plural shall be read and construed in the singular in all cases where they would so apply. For purposes of this Plan, unless otherwise required by the context, the following terms shall have the meanings set forth opposite such terms: 2.1 "Account" shall mean the total amount credited to the account of a Participant, as described in Section 9.1. 2.2 "Actual Contribution Percentage Test" shall mean the test described in Section 5.4(a). 2.3 "Actual Deferral Percentage" shall mean the ratio (expressed as a percentage) of Elective Employer Contributions on behalf of an Eligible Participant for the Plan Year to the Eligible Participant's compensation for the Plan Year. For the purpose of determining an Eligible Participant's Actual Deferral Percentage for a Plan Year, the Plan Committee may elect to consider an Eligible Participant's compensation for (a) the entire Plan Year or (b) that portion of the Plan Year in which the Eligible Participant was eligible to have Elective Employer Contributions made on his behalf, provided that such election is applied uniformly to all Eligible Participants for the Plan Year. The Actual Deferral Percentage of an Eligible Participant who does not have Elective Employer Contributions made on his behalf shall be zero. 2.4 "Actual Deferral Percentage Test" shall mean the test described in Section 4.5(a). 2.5 "Affiliated Employer" shall mean an Employing Company and (a) any corporation which is a member of a controlled group of corporations (as defined in Section 414(b) of the Code) which includes such Employing Company, (b) any trade or business (whether or not incorporated) which is under common control (as defined in Section 414(c) of the Code) with such Employing Company, (c) any organization (whether or not incorporated) which is a member of an affiliated service group (as defined in Section 414(m) of the Code) which includes such Employing Company, and (d) any other entity required to be aggregated with such Employing Company pursuant

ARTICLE II DEFINITIONS All references to articles, sections, subsections, and paragraphs shall be to articles, sections, subsections, and paragraphs of this Plan unless another reference is expressly set forth in this Plan. Any words used in the masculine shall be read and be construed in the feminine where they would so apply. Words in the singular shall be read and construed in the plural, and all words in the plural shall be read and construed in the singular in all cases where they would so apply. For purposes of this Plan, unless otherwise required by the context, the following terms shall have the meanings set forth opposite such terms: 2.1 "Account" shall mean the total amount credited to the account of a Participant, as described in Section 9.1. 2.2 "Actual Contribution Percentage Test" shall mean the test described in Section 5.4(a). 2.3 "Actual Deferral Percentage" shall mean the ratio (expressed as a percentage) of Elective Employer Contributions on behalf of an Eligible Participant for the Plan Year to the Eligible Participant's compensation for the Plan Year. For the purpose of determining an Eligible Participant's Actual Deferral Percentage for a Plan Year, the Plan Committee may elect to consider an Eligible Participant's compensation for (a) the entire Plan Year or (b) that portion of the Plan Year in which the Eligible Participant was eligible to have Elective Employer Contributions made on his behalf, provided that such election is applied uniformly to all Eligible Participants for the Plan Year. The Actual Deferral Percentage of an Eligible Participant who does not have Elective Employer Contributions made on his behalf shall be zero. 2.4 "Actual Deferral Percentage Test" shall mean the test described in Section 4.5(a). 2.5 "Affiliated Employer" shall mean an Employing Company and (a) any corporation which is a member of a controlled group of corporations (as defined in Section 414(b) of the Code) which includes such Employing Company, (b) any trade or business (whether or not incorporated) which is under common control (as defined in Section 414(c) of the Code) with such Employing Company, (c) any organization (whether or not incorporated) which is a member of an affiliated service group (as defined in Section 414(m) of the Code) which includes such Employing Company, and (d) any other entity required to be aggregated with such Employing Company pursuant to -2-

regulations under Section 414(o) of the Code. Notwithstanding the foregoing, for purposes of applying the limitations of Article VI, the term Affiliated Employer shall be adjusted as required by Code Section 415(h). 2.6 "Aggregate Account" shall mean with respect to a Participant as of the Determination Date, the sum of the following: (a) the Account balance of such Participant as of the most recent valuation occurring within a twelve- month period ending on the Determination Date; (b) an adjustment for any contributions due as of the Determination Date; (c) any Plan distributions, including unrelated rollovers and plan-to-plan transfers (ones which are both initiated by the Employee and made from a plan maintained by one employer to a plan maintained by another employer), but not related rollovers or plan-to- plan transfers (ones either not initiated by the Employee or made to a plan maintained by the same employer), made within the Plan Year that includes the Determination Date or within the four preceding Plan Years, including distributions made prior to January 1, 1984, and distributions made under a terminated plan which if it had not been terminated would have been required to be included in an Aggregation Group;

regulations under Section 414(o) of the Code. Notwithstanding the foregoing, for purposes of applying the limitations of Article VI, the term Affiliated Employer shall be adjusted as required by Code Section 415(h). 2.6 "Aggregate Account" shall mean with respect to a Participant as of the Determination Date, the sum of the following: (a) the Account balance of such Participant as of the most recent valuation occurring within a twelve- month period ending on the Determination Date; (b) an adjustment for any contributions due as of the Determination Date; (c) any Plan distributions, including unrelated rollovers and plan-to-plan transfers (ones which are both initiated by the Employee and made from a plan maintained by one employer to a plan maintained by another employer), but not related rollovers or plan-to- plan transfers (ones either not initiated by the Employee or made to a plan maintained by the same employer), made within the Plan Year that includes the Determination Date or within the four preceding Plan Years, including distributions made prior to January 1, 1984, and distributions made under a terminated plan which if it had not been terminated would have been required to be included in an Aggregation Group; (d) any Employee contributions, whether voluntary or mandatory; (e) unrelated rollovers and plan-to-plan transfers to this Plan accepted prior to January 1, 1984; and (f) related rollovers and plan-to-plan transfers to this Plan. 2.7 "Aggregation Group" shall mean either a Required Aggregation Group or a Permissive Aggregation Group as hereinafter determined. (a) Required Aggregation Group: In determining a Required Aggregation Group hereunder, each plan of the Affiliated Employers in which a Key Employee is a participant and each other plan of the Affiliated Employers which enables any plan in which a Key Employee participates to meet requirements of Code Section 401(a)(4) or 410 will be required to be aggregated. -3-

Such group shall be known as a Required Aggregation Group. (b) Permissive Aggregation Group: The Affiliated Employers may also include any other plan not required to be included in the Required Aggregation Group, provided the resulting group, taken as a whole, would continue to satisfy the provisions of Code Section 401(a)(4) or 410. Such group shall be known as a Permissive Aggregation Group. 2.8 "Annual Addition" shall mean the amount allocated to a Participant's Account and accounts under all defined contribution plans maintained by the Affiliated Employers during a Limitation Year that constitutes (a) Affiliated Employer contributions, (b) voluntary participant contributions, (c) forfeitures, if any, allocated to a Participant's Account or accounts under all defined contribution plans maintained by the Affiliated Employers, and (d) amounts described in Sections 415(l)(1) and 419A(d)(2) of the Code. 2.9 "Average Actual Deferral Percentage" shall mean the average (expressed as a percentage) of the Actual Deferral Percentages of the Eligible Participants in a group.

Such group shall be known as a Required Aggregation Group. (b) Permissive Aggregation Group: The Affiliated Employers may also include any other plan not required to be included in the Required Aggregation Group, provided the resulting group, taken as a whole, would continue to satisfy the provisions of Code Section 401(a)(4) or 410. Such group shall be known as a Permissive Aggregation Group. 2.8 "Annual Addition" shall mean the amount allocated to a Participant's Account and accounts under all defined contribution plans maintained by the Affiliated Employers during a Limitation Year that constitutes (a) Affiliated Employer contributions, (b) voluntary participant contributions, (c) forfeitures, if any, allocated to a Participant's Account or accounts under all defined contribution plans maintained by the Affiliated Employers, and (d) amounts described in Sections 415(l)(1) and 419A(d)(2) of the Code. 2.9 "Average Actual Deferral Percentage" shall mean the average (expressed as a percentage) of the Actual Deferral Percentages of the Eligible Participants in a group. 2.10 "Average Contribution Percentage" shall mean the average (expressed as a percentage) of the Contribution Percentages of the Eligible Participants in a group. 2.11 "Beneficiary" shall mean any person(s) who, or estate(s), trust(s), or organization(s) which, in accordance with the provisions of Section 12.4, become entitled to receive benefits upon the death of a Participant. 2.12 "Board of Directors" shall mean the Board of Directors of Southern Company Services, Inc. 2.13 "Break-in-Service Date" means the earlier of: (a) the date on which an Employee terminates employment, is discharged, retires, or dies; or (b) the last day of an approved leave of absence including any extension. -4-

In the case of an individual who is absent from work for maternity or paternity reasons, such individual shall not incur a Break-in-Service Date earlier than the expiration of the second anniversary of the first date of such absence; provided, however, that the twelve-consecutive-month period beginning on the first anniversary of the first date of such absence shall not constitute a Year of Service. For purposes of this paragraph, an absence from work for maternity or paternity reasons means an absence (a) by reason of the pregnancy of the Employee, (b) by reason of a birth of a child of the Employee, (c) by reason of the placement of a child with the Employee in connection with the adoption of such child by such Employee, or (d) for purposes of caring for such child for a period beginning immediately following such birth or placement. 2.14 "Code" shall mean the Internal Revenue Code of 1986, as amended, or any successor statute, and the rulings and regulations promulgated thereunder. In the event an amendment to the Code renumbers a section of the Code referred to in this Plan, any such reference automatically shall become a reference to such section as renumbered. 2.15 "Committee" shall mean the committee appointed pursuant to Section 13.1 to serve as plan administrator. 2.16 "Common Stock" shall mean the common stock of The Southern Company. 2.17 "Company" shall mean Southern Company Services, Inc., and its successors.

In the case of an individual who is absent from work for maternity or paternity reasons, such individual shall not incur a Break-in-Service Date earlier than the expiration of the second anniversary of the first date of such absence; provided, however, that the twelve-consecutive-month period beginning on the first anniversary of the first date of such absence shall not constitute a Year of Service. For purposes of this paragraph, an absence from work for maternity or paternity reasons means an absence (a) by reason of the pregnancy of the Employee, (b) by reason of a birth of a child of the Employee, (c) by reason of the placement of a child with the Employee in connection with the adoption of such child by such Employee, or (d) for purposes of caring for such child for a period beginning immediately following such birth or placement. 2.14 "Code" shall mean the Internal Revenue Code of 1986, as amended, or any successor statute, and the rulings and regulations promulgated thereunder. In the event an amendment to the Code renumbers a section of the Code referred to in this Plan, any such reference automatically shall become a reference to such section as renumbered. 2.15 "Committee" shall mean the committee appointed pursuant to Section 13.1 to serve as plan administrator. 2.16 "Common Stock" shall mean the common stock of The Southern Company. 2.17 "Company" shall mean Southern Company Services, Inc., and its successors. 2.18 "Compensation" shall mean the base salary or wages of a Participant, including all amounts contributed by an Employing Company to The Southern Company Flexible Benefits Plan on behalf of a Participant pursuant to a salary reduction arrangement under such plan, monthly shift and monthly seven-day schedule differentials, geographic premiums, monthly customer service premiums, and monthly nuclear plant premiums, and before deduction of taxes, social security, etc., but excluding all awards under The Southern Company Performance Pay Plan, The Southern Company Productivity Improvement Plan, The Southern Company Executive Productivity Improvement Plan, and the Incentive Compensation Plan for Southern Electric International, Inc. includable as gross income, overtime pay, any hourly shift differentials, substitution pay, such amounts which are reimbursements to a Participant paid by any Employing Company including, but not limited to, reimbursement for such items as moving expenses and travel and entertainment expenses, and imputed income for automobile expenses, tax preparation expenses and health and life insurance premiums paid by the Employing Company. -5-

For Plan Years beginning on and after January 1, 1994, the Compensation of each Participant taken into account for purposes of this Plan shall not exceed $150,000 (as adjusted pursuant to Code Section 401(a)(17)). In determining the Compensation of a Participant for purposes of this limitation, the rules of Section 414(q)(6) of the Code shall apply, except in applying such rules, the term "family" shall include only the spouse of the Participant and any lineal descendants of the Participant who have not attained age 19 before the close of the Plan Year. If, as a result of the application of the rules of Code Section 414(q)(6), the adjusted dollar limitation is exceeded, then the limitation shall be prorated among the affected individuals in proportion to each such individual's Compensation, as determined under this Section 2.18 prior to the application of this limitation. 2.19 "Contribution Percentage" shall mean the ratio (expressed as a percentage), of the sum of the Voluntary Participant Contributions and Employer Matching Contributions under the Plan on behalf of the Eligible Participant for the Plan Year to the Eligible Participant's compensation for the Plan Year. For the purpose of determining an Eligible Participant's Contribution Percentage for a Plan Year, the Committee may elect to consider an Eligible Participant's compensation for (a) the entire Plan Year or (b) that portion of the Plan Year in which the individual is an Eligible Participant, provided that such election is applied uniformly to all Eligible Participants for the Plan Year. 2.20 "Defined Benefit Plan Fraction" shall mean the following fraction: (numerator) Sum of the projected annual benefits of the Participant under all Affiliated Employer defined benefit plans (whether or not terminated) determined as of the close of the Plan Year. (denominator) The lesser of (a) the product of 1.25 multiplied by the dollar limitation in effect for the Plan Year

For Plan Years beginning on and after January 1, 1994, the Compensation of each Participant taken into account for purposes of this Plan shall not exceed $150,000 (as adjusted pursuant to Code Section 401(a)(17)). In determining the Compensation of a Participant for purposes of this limitation, the rules of Section 414(q)(6) of the Code shall apply, except in applying such rules, the term "family" shall include only the spouse of the Participant and any lineal descendants of the Participant who have not attained age 19 before the close of the Plan Year. If, as a result of the application of the rules of Code Section 414(q)(6), the adjusted dollar limitation is exceeded, then the limitation shall be prorated among the affected individuals in proportion to each such individual's Compensation, as determined under this Section 2.18 prior to the application of this limitation. 2.19 "Contribution Percentage" shall mean the ratio (expressed as a percentage), of the sum of the Voluntary Participant Contributions and Employer Matching Contributions under the Plan on behalf of the Eligible Participant for the Plan Year to the Eligible Participant's compensation for the Plan Year. For the purpose of determining an Eligible Participant's Contribution Percentage for a Plan Year, the Committee may elect to consider an Eligible Participant's compensation for (a) the entire Plan Year or (b) that portion of the Plan Year in which the individual is an Eligible Participant, provided that such election is applied uniformly to all Eligible Participants for the Plan Year. 2.20 "Defined Benefit Plan Fraction" shall mean the following fraction: (numerator) Sum of the projected annual benefits of the Participant under all Affiliated Employer defined benefit plans (whether or not terminated) determined as of the close of the Plan Year. (denominator) The lesser of (a) the product of 1.25 multiplied by the dollar limitation in effect for the Plan Year under Code Sections 415(b)(1)(A) or 415(d), or (b) 1.4 multiplied by 100% of the Participant's average compensation for his highest three (3) consecutive Plan Years of participation as adjusted under Treasury Regulation Section 1.415-5. 2.21 "Defined Contribution Plan Fraction" shall mean the following fraction: (numerator) The sum of all Annual Additions to the account of the Participant as of the close of the Plan Year under all defined contribution plans maintained by the Affiliated Employers for the current and prior -6-

Limitation Years (whether or not terminated), including this Plan. (denominator) The sum of the lesser of the following amounts determined for such Plan Year and for each prior Plan Year in which the Participant has a Year of Service: (a) 1.25 multiplied by the dollar limitation in effect under Code Section 415(c)(1)(A) for the Plan Year (determined without regard to Code Section 415(c)(6)), or (b) 1.4 multiplied by the amount that may be taken into account under Code Section 415(c)(1)(B) with respect to a Participant for the Plan Year. 2.22 "Determination Date" shall mean with respect to a Plan Year, the last day of the preceding Plan Year. 2.23 "Determination Year" shall mean the Plan Year being tested. 2.24 "Distributee" shall include an Employee or former Employee. In addition, the Employee's or former Employee's surviving spouse and the Employee's or former Employee's spouse or former spouse who is an alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the Code, are Distributees with regard to the interest of the spouse or former spouse. 2.25 "Direct Rollover" shall mean a payment by the Plan to the Eligible Retirement Plan specified by the Distributee. 2.26 "Elective Employer Contribution" shall mean contributions made pursuant to Section 4.1 during the Plan Year by an Employing Company, at the election of the Participant, in lieu of cash compensation and shall include

Limitation Years (whether or not terminated), including this Plan. (denominator) The sum of the lesser of the following amounts determined for such Plan Year and for each prior Plan Year in which the Participant has a Year of Service: (a) 1.25 multiplied by the dollar limitation in effect under Code Section 415(c)(1)(A) for the Plan Year (determined without regard to Code Section 415(c)(6)), or (b) 1.4 multiplied by the amount that may be taken into account under Code Section 415(c)(1)(B) with respect to a Participant for the Plan Year. 2.22 "Determination Date" shall mean with respect to a Plan Year, the last day of the preceding Plan Year. 2.23 "Determination Year" shall mean the Plan Year being tested. 2.24 "Distributee" shall include an Employee or former Employee. In addition, the Employee's or former Employee's surviving spouse and the Employee's or former Employee's spouse or former spouse who is an alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the Code, are Distributees with regard to the interest of the spouse or former spouse. 2.25 "Direct Rollover" shall mean a payment by the Plan to the Eligible Retirement Plan specified by the Distributee. 2.26 "Elective Employer Contribution" shall mean contributions made pursuant to Section 4.1 during the Plan Year by an Employing Company, at the election of the Participant, in lieu of cash compensation and shall include contributions made pursuant to a salary reduction agreement. 2.27 "Eligible Employee" shall mean an Employee who is employed by an Employing Company and (a) who was eligible to be included in the Plan on January 1, 1991, or (b) who is a regular full-time, regular part-time, or cooperative education employee other than:
(1) an Employee who is treated as such solely by reason of the "leased employee" rules of Code Section 414(n); any Employee who is represented by a collective bargaining agent unless the representatives of his bargaining unit and the Employing Company mutually agree to participation in the Plan subject to its terms by members of his bargaining unit; and

(2)

-7(3) an individual who is a cooperative education employee and who first performs an Hour of Service on or after January 1, 1995.

2.28 "Eligible Participant" shall mean an Eligible Employee who is authorized to have Elective Employer Contributions or Voluntary Participant Contributions allocated to his Account for the Plan Year. 2.29 "Eligible Retirement Plan" shall mean an individual retirement account described in Section 408(a) of the Code, an individual retirement annuity described in Section 408(b) of the Code, an annuity plan described in Section 403(a) of the Code, or a qualified trust described in Section 401(a) of the Code that accepts the Distributee's Eligible Rollover Distribution. However, in the case of an Eligible Rollover Distribution to a surviving spouse, an Eligible Retirement Plan is an individual retirement account or individual retirement annuity. 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

(3)

an individual who is a cooperative education employee and who first performs an Hour of Service on or after January 1, 1995.

2.28 "Eligible Participant" shall mean an Eligible Employee who is authorized to have Elective Employer Contributions or Voluntary Participant Contributions allocated to his Account for the Plan Year. 2.29 "Eligible Retirement Plan" shall mean an individual retirement account described in Section 408(a) of the Code, an individual retirement annuity described in Section 408(b) of the Code, an annuity plan described in Section 403(a) of the Code, or a qualified trust described in Section 401(a) of the Code that accepts the Distributee's Eligible Rollover Distribution. However, in the case of an Eligible Rollover Distribution to a surviving spouse, an Eligible Retirement Plan is an individual retirement account or individual retirement annuity. 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; and (c) the portion of any distribution that is not includable in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities). 2.31 "Employee" shall mean each individual who is employed by an Affiliated Employer under common law and each individual who is required to be treated as an employee pursuant to the "leased employee" rules of Code Section 414(n) other than a leased employee described in Code Section 414(n)(5). 2.32 "Employer Matching Contribution" shall mean a contribution made by an Employing Company pursuant to Section 5.1. 2.33 "Employing Company" shall mean the Company and any affiliate or subsidiary of The 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 them. The Employing Companies are set forth on Appendix A to the Plan as updated from time to time. No such entity shall be treated as an Employing Company prior to the date it adopts the Plan. -8-

2.34 "Enrollment Date" shall mean the first day of each calendar month. 2.35 "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended, or any successor statute, and the rulings and regulations promulgated thereunder. In the event an amendment to ERISA renumbers a section of ERISA referred to in this Plan, any such reference automatically shall become a reference to such section as renumbered. 2.36 "Excess Aggregate Contributions" shall mean the amount referred to in Code Section 401(m)(6)(B) with respect to a Participant. 2.37 "Excess Deferral Amount" shall mean the amount of Elective Employer Contributions for a calendar year that exceed the Code Section 402(g) limits as allocated to this Plan pursuant to Section 4.3(b). 2.38 "Excess Deferral Contributions" shall mean the amount of Elective Employer Contributions on behalf of a Highly Compensated Employee in excess of the maximum permitted under Section 4.5(a) as determined pursuant to Section 4.5(b). 2.39 "Family Member" shall mean the spouse, lineal ascendants and descendants of an Employee or former Employee, and the spouses of such lineal ascendants and descendants as described in Code Section 414(q)(6) (B).

2.34 "Enrollment Date" shall mean the first day of each calendar month. 2.35 "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended, or any successor statute, and the rulings and regulations promulgated thereunder. In the event an amendment to ERISA renumbers a section of ERISA referred to in this Plan, any such reference automatically shall become a reference to such section as renumbered. 2.36 "Excess Aggregate Contributions" shall mean the amount referred to in Code Section 401(m)(6)(B) with respect to a Participant. 2.37 "Excess Deferral Amount" shall mean the amount of Elective Employer Contributions for a calendar year that exceed the Code Section 402(g) limits as allocated to this Plan pursuant to Section 4.3(b). 2.38 "Excess Deferral Contributions" shall mean the amount of Elective Employer Contributions on behalf of a Highly Compensated Employee in excess of the maximum permitted under Section 4.5(a) as determined pursuant to Section 4.5(b). 2.39 "Family Member" shall mean the spouse, lineal ascendants and descendants of an Employee or former Employee, and the spouses of such lineal ascendants and descendants as described in Code Section 414(q)(6) (B). 2.40 "Highly Compensated Employee" shall mean any Employee or former Employee (excluding any Employees who may be excluded pursuant to Code Section 414(q)(8)) who during the Determination Year or the Look-Back Year: (a) was at any time a five-percent (5%) owner (as defined in Code Section 416(i)(1)(B)(i)); (b) received compensation (within the meaning of Code Section 414(q)(7)) from an Affiliated Employer in excess of $75,000 (or such amount as may be adjusted by the Secretary of the Treasury); (c) received compensation (within the meaning of Code Section 414(q)(7)) from an Affiliated Employer in excess of $50,000 (or such amount as may be adjusted by the Secretary of the Treasury) and was in the top-paid group (as defined in Code Section 414(q)(4)) of Employees for such year; or (d) was at any time an officer and received compensation (within the meaning of Code Section 414(q)(7)) -9-

greater than fifty percent (50%) of the amount in effect under Code Section 415(b)(1)(A) for such year. Notwithstanding the foregoing, the determination of which Employees are Highly Compensated Employees shall at all times be subject to the rules of Code Section 414(q); the maximum number of officers taken into account under (d) above shall not exceed fifty (50); and Employees who were not described in (b), (c) or (d) above during the Look-Back Year shall not be considered as described in such subsections for the Determination Year unless such Employees are members of the group consisting of the one hundred (100) Employees paid the greatest compensation (within the meaning of Code Section 414(q)(7)) for the Determination Year. A Highly Compensated Employee shall include any Employee who separated from service (or was deemed to have separated) prior to the Plan Year, performs no service for an Affiliated Employer during the Plan Year, and was a Highly Compensated Employee for either the separation year or any Determination Year ending on or after the Employee's fifty-fifth (55th) birthday.

greater than fifty percent (50%) of the amount in effect under Code Section 415(b)(1)(A) for such year. Notwithstanding the foregoing, the determination of which Employees are Highly Compensated Employees shall at all times be subject to the rules of Code Section 414(q); the maximum number of officers taken into account under (d) above shall not exceed fifty (50); and Employees who were not described in (b), (c) or (d) above during the Look-Back Year shall not be considered as described in such subsections for the Determination Year unless such Employees are members of the group consisting of the one hundred (100) Employees paid the greatest compensation (within the meaning of Code Section 414(q)(7)) for the Determination Year. A Highly Compensated Employee shall include any Employee who separated from service (or was deemed to have separated) prior to the Plan Year, performs no service for an Affiliated Employer during the Plan Year, and was a Highly Compensated Employee for either the separation year or any Determination Year ending on or after the Employee's fifty-fifth (55th) birthday. If an Employee is, during a Determination Year or a Look-Back Year, a Family Member of either (x) a fivepercent (5%) owner who is an Employee or (y) a former Employee or a Highly Compensated Employee who is one of the top-ten most Highly Compensated Employees ranked on the basis of compensation paid by an Affiliated Employer during such year, then the Family Member and the five- percent (5%) owner or top-ten Highly Compensated Employee shall be treated as a single employee receiving compensation and Plan contributions equal to the sum of the compensation and contributions for such individuals. 2.41 "Hour of Service" shall mean each hour for which an Employee is paid, or entitled to payment, for the performance of duties for an Affiliated Employer. 2.42 "Investment Fund" shall mean any one of the funds described in Article VIII which constitutes part of the Trust Fund. 2.43 "Key Employee" shall mean any Employee or former Employee (and his Beneficiary) who is a key employee within the meaning of Code Section 416(i)(1). 2.44 "Limitation Year" shall mean the Plan Year. 2.45 "Look-Back Year" shall mean the Plan Year preceding the Determination Year. 2.46 "Non-Highly Compensated Employee" shall mean an Employee who is neither a Highly Compensated Employee nor the Family Member of a Highly Compensated Employee. -10-

2.47 "Normal Retirement Date" shall mean the first day of the month following a Participant's sixty-fifth (65th) birthday. 2.48 "One-Year Break in Service" shall mean each twelve- consecutive-month period within the period commencing with an Employee's Break-in-Service Date and ending on the date the Employee is again credited with an Hour of Service. 2.49 "Participant" shall mean (a) an Eligible Employee who has elected to participate in the Plan as provided in Article III and whose participation in the Plan at the time of reference has not been terminated as provided in the Plan and (b) an Employee or former Employee who has ceased to be a Participant under (a) above, but for whom an Account is maintained under the Plan. 2.50 "Plan" shall mean The Southern Company Employee Savings Plan (known as the Employee Savings Plan for The Southern Company System prior to January 1, 1991), as described herein or as from time to time amended.

2.47 "Normal Retirement Date" shall mean the first day of the month following a Participant's sixty-fifth (65th) birthday. 2.48 "One-Year Break in Service" shall mean each twelve- consecutive-month period within the period commencing with an Employee's Break-in-Service Date and ending on the date the Employee is again credited with an Hour of Service. 2.49 "Participant" shall mean (a) an Eligible Employee who has elected to participate in the Plan as provided in Article III and whose participation in the Plan at the time of reference has not been terminated as provided in the Plan and (b) an Employee or former Employee who has ceased to be a Participant under (a) above, but for whom an Account is maintained under the Plan. 2.50 "Plan" shall mean The Southern Company Employee Savings Plan (known as the Employee Savings Plan for The Southern Company System prior to January 1, 1991), as described herein or as from time to time amended. 2.51 "Plan Year" shall mean the twelve-month period commencing January 1st and ending on the last day of December next following. 2.52 "Present Value of Accrued Retirement Income" shall mean an amount determined solely for the purpose of determining if the Plan, or any other plan included in a Required Aggregation Group of which the Plan is a part, is top heavy in accordance with Code Section 416. 2.53 "SEPCO" shall mean Savannah Electric and Power Company. 2.54 "SEPCO Plan" shall mean the Employee Savings Plan of Savannah Electric and Power Company as in effect December 31, 1992. 2.55 "SEPCO Transferred Account" shall mean the total amount credited to the account of a Participant as described in Section 9.1(b). 2.56 "Super-Top-Heavy Group" shall mean an Aggregation Group that would be a Top-Heavy Group if 90% were substituted for 60% in Section 2.58. 2.57 "Surviving Spouse" shall mean the person to whom the Participant is married on the date of his death, if such spouse is then living, provided that the Participant and such spouse shall have been married throughout the one (1) year period ending on the date of the Participant's death. 2.58 "Top-Heavy Group" shall mean an Aggregation Group in which, as of the Determination Date, the sum of: -11-

(a) the Present Value of Accrued Retirement Income of Key Employees under all defined benefit plans included in that group, and (b) the Aggregate Accounts of Key Employees under all defined contribution plans included in the group, exceeds 60% of a similar sum determined for all employees. 2.59 "Trust" or "Trust Fund" shall mean the trust established pursuant to the Trust Agreement. 2.60 "Trust Agreement" shall mean the trust agreement between the Company and the Trustee, as described in Article XIV. 2.61 "Trustee" shall mean the person or corporation designated as trustee under the Trust Agreement, including any successor or successors. 2.62 "Valuation Date" shall mean each business day of the New York Stock Exchange.

(a) the Present Value of Accrued Retirement Income of Key Employees under all defined benefit plans included in that group, and (b) the Aggregate Accounts of Key Employees under all defined contribution plans included in the group, exceeds 60% of a similar sum determined for all employees. 2.59 "Trust" or "Trust Fund" shall mean the trust established pursuant to the Trust Agreement. 2.60 "Trust Agreement" shall mean the trust agreement between the Company and the Trustee, as described in Article XIV. 2.61 "Trustee" shall mean the person or corporation designated as trustee under the Trust Agreement, including any successor or successors. 2.62 "Valuation Date" shall mean each business day of the New York Stock Exchange. 2.63 "Voluntary Participant Contribution" shall mean a contribution made pursuant to Section 4.6 during the Plan Year. 2.64 "Year of Service" shall mean a twelve-month period of employment as an Employee, including any fractions thereof. Calculation of the twelve-month periods shall commence with the Employee's first day of employment, which is the date on which an Employee first performs an Hour of Service, and shall terminate on his Break-inService Date. Thereafter, if he has more than one period of employment as an Employee, his Years of Service for any subsequent period shall commence with the Employee's reemployment date, which is the first date following a Break-in-Service Date on which the Employee performs an Hour of Service, and shall terminate on his next Break-in-Service Date. An Employee who has a Break-in- Service Date and resumes employment with the Affiliated Employers within twelve months of his Break-in-Service Date shall receive a fractional Year of Service for the period of such cessation of employment. For purposes of determining an Employee's eligibility to participate, the following years of service shall also be treated as Years of Service: (a) In respect of an Employee of an Employing Company who transfers to an Employing Company from Southern Electric International, Inc. following its adoption of a plan containing a cash or deferred arrangement under Section 401(k) of the Code, his credited years of service under such plan as of his date of transfer. -12-

(b) In respect of an Employee of an Employing Company who transfers to an Employing Company from SEPCO on or before December 31, 1992, his credited years of service under the SEPCO Plan for actual service while employed at SEPCO as of the date of his transfer. Notwithstanding anything in this Section 2.64 to the contrary, an Employee shall not receive credit for more than one Year of Service with respect to any twelve-consecutive-month period. -13-

ARTICLE III PARTICIPATION 3.1 Eligibility Requirements. Each Eligible Employee who was an active Participant on July 2, 1995 shall continue to be an active Participant in this Plan on July 3, 1995, provided he remains an Eligible Employee. Each other Eligible Employee may elect to participate in the Plan as of any Enrollment Date after he has completed a Year of Service. An Eligible Employee shall make an election to participate by authorizing deductions from or reduction

(b) In respect of an Employee of an Employing Company who transfers to an Employing Company from SEPCO on or before December 31, 1992, his credited years of service under the SEPCO Plan for actual service while employed at SEPCO as of the date of his transfer. Notwithstanding anything in this Section 2.64 to the contrary, an Employee shall not receive credit for more than one Year of Service with respect to any twelve-consecutive-month period. -13-

ARTICLE III PARTICIPATION 3.1 Eligibility Requirements. Each Eligible Employee who was an active Participant on July 2, 1995 shall continue to be an active Participant in this Plan on July 3, 1995, provided he remains an Eligible Employee. Each other Eligible Employee may elect to participate in the Plan as of any Enrollment Date after he has completed a Year of Service. An Eligible Employee shall make an election to participate by authorizing deductions from or reduction of his Compensation as contributions to the Plan in accordance with Article IV, and directing the investment of such contributions in accordance with Article VIII. Such Compensation deduction and/or reduction authorization and investment direction shall be made in accordance with the procedures established by the Committee. 3.2 Participation upon Reemployment. If an Employee terminates his employment with an Affiliated Employer and is subsequently reemployed as an Eligible Employee, the following rules shall apply in determining his eligibility to participate: (a) If the reemployed Eligible Employee had not completed the Year of Service requirement of Section 3.1 prior to his termination of employment and is reemployed following a One-Year Break in Service, he shall not receive credit for fractional periods of service completed prior to the One-Year Break in Service until he has completed a Year of Service after his return. A reemployed Employee who had not completed the Year of Service requirement and who is reemployed within 12 months of his Break-in-Service Date shall receive service credit for the period in which he performed no services in accordance with Section 2.64. (b) If the reemployed Eligible Employee fulfilled the eligibility requirements of Section 3.1 prior to his termination of employment and is reemployed as an Eligible Employee, whether before or after he incurs a One-Year Break in Service, he may elect to become a Participant in the Plan as of the date of his reemployment. 3.3 No Restoration of Previously Distributed Benefits. A Participant who has terminated his employment with the Affiliated Employers and who has received a distribution of the amount credited to his Account pursuant to Section 12.5 shall not be entitled to restore the amount of such distribution to his Account if he is reemployed and again becomes a Participant in the Plan. -14-

3.4 Loss of Eligible Employee Status. If a Participant loses his status as an Eligible Employee, but remains an Employee, such Participant shall be ineligible to participate and shall be deemed to have elected to suspend making Voluntary Participant Contributions or to have Elective Employer Contributions made on his behalf. 3.5 Special Rule for Scott Paper Company Energy Complex Employees. An Eligible Employee who was an employee of Scott Paper Company Energy Complex on December 16, 1994, and who became an Employee of an Employing Company effective December 17, 1994, shall be credited with a Year of Service as of December 31, 1994, and may elect to become a Participant as of any Enrollment Date commencing on or after January 1, 1995. -15-

ARTICLE III PARTICIPATION 3.1 Eligibility Requirements. Each Eligible Employee who was an active Participant on July 2, 1995 shall continue to be an active Participant in this Plan on July 3, 1995, provided he remains an Eligible Employee. Each other Eligible Employee may elect to participate in the Plan as of any Enrollment Date after he has completed a Year of Service. An Eligible Employee shall make an election to participate by authorizing deductions from or reduction of his Compensation as contributions to the Plan in accordance with Article IV, and directing the investment of such contributions in accordance with Article VIII. Such Compensation deduction and/or reduction authorization and investment direction shall be made in accordance with the procedures established by the Committee. 3.2 Participation upon Reemployment. If an Employee terminates his employment with an Affiliated Employer and is subsequently reemployed as an Eligible Employee, the following rules shall apply in determining his eligibility to participate: (a) If the reemployed Eligible Employee had not completed the Year of Service requirement of Section 3.1 prior to his termination of employment and is reemployed following a One-Year Break in Service, he shall not receive credit for fractional periods of service completed prior to the One-Year Break in Service until he has completed a Year of Service after his return. A reemployed Employee who had not completed the Year of Service requirement and who is reemployed within 12 months of his Break-in-Service Date shall receive service credit for the period in which he performed no services in accordance with Section 2.64. (b) If the reemployed Eligible Employee fulfilled the eligibility requirements of Section 3.1 prior to his termination of employment and is reemployed as an Eligible Employee, whether before or after he incurs a One-Year Break in Service, he may elect to become a Participant in the Plan as of the date of his reemployment. 3.3 No Restoration of Previously Distributed Benefits. A Participant who has terminated his employment with the Affiliated Employers and who has received a distribution of the amount credited to his Account pursuant to Section 12.5 shall not be entitled to restore the amount of such distribution to his Account if he is reemployed and again becomes a Participant in the Plan. -14-

3.4 Loss of Eligible Employee Status. If a Participant loses his status as an Eligible Employee, but remains an Employee, such Participant shall be ineligible to participate and shall be deemed to have elected to suspend making Voluntary Participant Contributions or to have Elective Employer Contributions made on his behalf. 3.5 Special Rule for Scott Paper Company Energy Complex Employees. An Eligible Employee who was an employee of Scott Paper Company Energy Complex on December 16, 1994, and who became an Employee of an Employing Company effective December 17, 1994, shall be credited with a Year of Service as of December 31, 1994, and may elect to become a Participant as of any Enrollment Date commencing on or after January 1, 1995. -15-

ARTICLE IV ELECTIVE EMPLOYER CONTRIBUTIONS AND VOLUNTARY PARTICIPANT CONTRIBUTIONS 4.1 Elective Employer Contributions. An Eligible Employee who meets the participation requirements of Article III may elect on a form provided by the Employing Company to have his Compensation reduced by a whole percentage of his Compensation, which percentage shall not be less than one percent (1%) nor more than sixteen percent (16%) of his Compensation, such Elective Employer Contribution to be contributed to his Account under the Plan.

3.4 Loss of Eligible Employee Status. If a Participant loses his status as an Eligible Employee, but remains an Employee, such Participant shall be ineligible to participate and shall be deemed to have elected to suspend making Voluntary Participant Contributions or to have Elective Employer Contributions made on his behalf. 3.5 Special Rule for Scott Paper Company Energy Complex Employees. An Eligible Employee who was an employee of Scott Paper Company Energy Complex on December 16, 1994, and who became an Employee of an Employing Company effective December 17, 1994, shall be credited with a Year of Service as of December 31, 1994, and may elect to become a Participant as of any Enrollment Date commencing on or after January 1, 1995. -15-

ARTICLE IV ELECTIVE EMPLOYER CONTRIBUTIONS AND VOLUNTARY PARTICIPANT CONTRIBUTIONS 4.1 Elective Employer Contributions. An Eligible Employee who meets the participation requirements of Article III may elect on a form provided by the Employing Company to have his Compensation reduced by a whole percentage of his Compensation, which percentage shall not be less than one percent (1%) nor more than sixteen percent (16%) of his Compensation, such Elective Employer Contribution to be contributed to his Account under the Plan. 4.2 Maximum Amount of Elective Employer Contributions. The maximum amount of Elective Employer Contributions that may be made on behalf of a Participant during any Plan Year to this Plan or any other qualified plan maintained by an Employing Company shall not exceed the dollar limitation set forth in Section 402(g) of the Code in effect at the beginning of such Plan Year. 4.3 Distribution of Excess Deferral Amounts. (a) In General. Notwithstanding any other provision of the Plan, Excess Deferral Amounts and income allocable thereto shall be distributed (and any corresponding Employer Matching Contributions shall be forfeited) no later than April 15, 1996, and each April 15 thereafter, to Participants who allocate (or are deemed to allocate) such amounts to this Plan pursuant to (b) below for the preceding calendar year. Excess Deferral Amounts that are distributed shall not be treated as an Annual Addition. Any Employer Matching Contributions forfeited pursuant to this subsection (a) shall be applied, subject to Section 6.1, toward funding Employing Company contributions (for the Plan Year immediately following the Plan Year to which such forfeited Employer Matching Contributions relate) or distributed, as directed by the Committee, to the extent permitted by applicable law. (b) Assignment. The Participant's allocation of amounts in excess of the Code Section 402(g) limits to this Plan shall be in writing; shall be submitted to the Committee no later than March 1; shall specify the Participant's Excess Deferral Amount for the preceding calendar year; and shall be accompanied by the Participant's written statement that if such amounts are not distributed, such Excess Deferral Amount, when added to amounts deferred under other plans or arrangements described in Section 401(k), 408(k), 402(h)(1)(B), 457, 501(c)(18), or 403(b) of the Code, exceeds the limit imposed on the Participant by Section 402(g) of the -16-

Code for the year in which the deferral occurred. A Participant is deemed to notify the Committee of any Excess Deferral Amounts that arise by taking into account only those deferrals under this Plan and any other plans of an Employing Company. (c) Determination of Income or Loss. The Excess Deferral Amount distributed to a Participant with respect to a calendar year shall be adjusted for income or loss through the last day of the Plan Year or the date of distribution, as determined by the Committee. The income or loss allocable to Excess Deferral Amounts is the sum of:

ARTICLE IV ELECTIVE EMPLOYER CONTRIBUTIONS AND VOLUNTARY PARTICIPANT CONTRIBUTIONS 4.1 Elective Employer Contributions. An Eligible Employee who meets the participation requirements of Article III may elect on a form provided by the Employing Company to have his Compensation reduced by a whole percentage of his Compensation, which percentage shall not be less than one percent (1%) nor more than sixteen percent (16%) of his Compensation, such Elective Employer Contribution to be contributed to his Account under the Plan. 4.2 Maximum Amount of Elective Employer Contributions. The maximum amount of Elective Employer Contributions that may be made on behalf of a Participant during any Plan Year to this Plan or any other qualified plan maintained by an Employing Company shall not exceed the dollar limitation set forth in Section 402(g) of the Code in effect at the beginning of such Plan Year. 4.3 Distribution of Excess Deferral Amounts. (a) In General. Notwithstanding any other provision of the Plan, Excess Deferral Amounts and income allocable thereto shall be distributed (and any corresponding Employer Matching Contributions shall be forfeited) no later than April 15, 1996, and each April 15 thereafter, to Participants who allocate (or are deemed to allocate) such amounts to this Plan pursuant to (b) below for the preceding calendar year. Excess Deferral Amounts that are distributed shall not be treated as an Annual Addition. Any Employer Matching Contributions forfeited pursuant to this subsection (a) shall be applied, subject to Section 6.1, toward funding Employing Company contributions (for the Plan Year immediately following the Plan Year to which such forfeited Employer Matching Contributions relate) or distributed, as directed by the Committee, to the extent permitted by applicable law. (b) Assignment. The Participant's allocation of amounts in excess of the Code Section 402(g) limits to this Plan shall be in writing; shall be submitted to the Committee no later than March 1; shall specify the Participant's Excess Deferral Amount for the preceding calendar year; and shall be accompanied by the Participant's written statement that if such amounts are not distributed, such Excess Deferral Amount, when added to amounts deferred under other plans or arrangements described in Section 401(k), 408(k), 402(h)(1)(B), 457, 501(c)(18), or 403(b) of the Code, exceeds the limit imposed on the Participant by Section 402(g) of the -16-

Code for the year in which the deferral occurred. A Participant is deemed to notify the Committee of any Excess Deferral Amounts that arise by taking into account only those deferrals under this Plan and any other plans of an Employing Company. (c) Determination of Income or Loss. The Excess Deferral Amount distributed to a Participant with respect to a calendar year shall be adjusted for income or loss through the last day of the Plan Year or the date of distribution, as determined by the Committee. The income or loss allocable to Excess Deferral Amounts is the sum of: (1) income or loss allocated to the Participant's Account for the taxable year multiplied by a fraction, the numerator of which is such Participant's Excess Deferral Amount for the year and the denominator is the Participant's Account balance attributable to Elective Employer Contributions, minus any income or plus any loss occurring during the Plan Year; and (2) if the Committee shall determine in its sole discretion, ten percent (10%) of the amount determined under (1) above multiplied by the number of whole calendar months between the end of the Plan Year and the date of the distribution, counting the month of distribution if distribution occurs after the 15th of the month. Notwithstanding the above, the Committee may designate any reasonable method for computing the income or loss allocable to Excess Deferral Amounts, provided that the method does not violate Section 401(a)(4) of the Code, is used consistently for all Participants and for all corrective distributions under the Plan for the Plan Year,

Code for the year in which the deferral occurred. A Participant is deemed to notify the Committee of any Excess Deferral Amounts that arise by taking into account only those deferrals under this Plan and any other plans of an Employing Company. (c) Determination of Income or Loss. The Excess Deferral Amount distributed to a Participant with respect to a calendar year shall be adjusted for income or loss through the last day of the Plan Year or the date of distribution, as determined by the Committee. The income or loss allocable to Excess Deferral Amounts is the sum of: (1) income or loss allocated to the Participant's Account for the taxable year multiplied by a fraction, the numerator of which is such Participant's Excess Deferral Amount for the year and the denominator is the Participant's Account balance attributable to Elective Employer Contributions, minus any income or plus any loss occurring during the Plan Year; and (2) if the Committee shall determine in its sole discretion, ten percent (10%) of the amount determined under (1) above multiplied by the number of whole calendar months between the end of the Plan Year and the date of the distribution, counting the month of distribution if distribution occurs after the 15th of the month. Notwithstanding the above, the Committee may designate any reasonable method for computing the income or loss allocable to Excess Deferral Amounts, provided that the method does not violate Section 401(a)(4) of the Code, is used consistently for all Participants and for all corrective distributions under the Plan for the Plan Year, and is used by the Plan for allocating income or loss to Participants' Accounts. (3) Maximum Distribution Amount. The Excess Deferral Amount, which would otherwise be distributed to the Participant, shall, if there is a loss allocable to such Excess Deferral Amount, in no event be less than the lesser of the Participant's Account under the Plan attributable to Elective Employer Contributions or the Participant's Elective Employer Contributions for the Plan Year. 4.4 Additional Rules Regarding Elective Employer Contributions. Salary reduction agreements shall be governed by the following: -17-

(a) A salary reduction agreement shall apply to payroll periods during which such salary reduction agreement is in effect. The Committee, in its discretion, may establish administrative procedures whereby the actual reduction in Compensation may be made to coincide with each payroll period of the Employing Company, or at such other times as the Committee may determine. (b) The Employing Company may amend or revoke its salary reduction agreement with any Participant at any time, if the Employing Company determines that such revocation or amendment is necessary to ensure that a Participant's additions for any Plan Year will not exceed the limitations of Sections 4.2 and 6.1 of the Plan or to ensure that the Actual Deferral Percentage Test is satisfied. (c) Except as required under (b) above, and under Section 4.5(d) below, no amounts attributable to Elective Employer Contributions may be distributed to a Participant or his Beneficiary from his Account prior to the earlier of: (1) the separation from service, death or disability of the Participant; (2) the attainment of age 59 1/2 by the Participant; (3) the termination of the Plan without establishment of a successor plan; (4) a financial hardship of the Participant pursuant to Section 11.6 of the Plan; (5) the date of a sale by an Employing Company to an entity that is not an Affiliated Employer of substantially all of the assets (within the meaning of Code Section

(a) A salary reduction agreement shall apply to payroll periods during which such salary reduction agreement is in effect. The Committee, in its discretion, may establish administrative procedures whereby the actual reduction in Compensation may be made to coincide with each payroll period of the Employing Company, or at such other times as the Committee may determine. (b) The Employing Company may amend or revoke its salary reduction agreement with any Participant at any time, if the Employing Company determines that such revocation or amendment is necessary to ensure that a Participant's additions for any Plan Year will not exceed the limitations of Sections 4.2 and 6.1 of the Plan or to ensure that the Actual Deferral Percentage Test is satisfied. (c) Except as required under (b) above, and under Section 4.5(d) below, no amounts attributable to Elective Employer Contributions may be distributed to a Participant or his Beneficiary from his Account prior to the earlier of: (1) the separation from service, death or disability of the Participant; (2) the attainment of age 59 1/2 by the Participant; (3) the termination of the Plan without establishment of a successor plan; (4) a financial hardship of the Participant pursuant to Section 11.6 of the Plan; (5) the date of a sale by an Employing Company to an entity that is not an Affiliated Employer of substantially all of the assets (within the meaning of Code Section 409(d)(2)) with respect to a Participant who continues employment with the corporation acquiring such assets; or (6) the date of the sale by an Employing Company or an Affiliated Employer of its interest in a subsidiary (within the meaning of Code Section 409(d)(3)) to an entity which is not an Affiliated Employer with respect to the Participant who continues employment with such subsidiary. -184.5 Section 401(k) Nondiscrimination Tests. (a) Actual Deferral Percentage Test. The Plan shall satisfy the nondiscrimination test of Section 401(k)(3) of the Code, under which no Elective Employer Contributions shall be made that would cause the Actual Deferral Percentage for Eligible Participants who are Highly Compensated Employees to exceed (1) or (2) as follows: (1) The Average Actual Deferral Percentage for the Eligible Participants who are Highly Compensated Employees for the Plan Year shall not exceed the Average Actual Deferral Percentage for Eligible Participants who are Non-Highly Compensated Employees for the Plan Year multiplied by 1.25; or (2) The Average Actual Deferral Percentage for Eligible Participants who are Highly Compensated Employees for the Plan Year shall not exceed the Average Actual Deferral Percentage for Eligible Participants who are Non-Highly Compensated Employees for the Plan Year multiplied by two (2), provided that the Average Actual Deferral Percentage for Eligible Participants who are Highly Compensated Employees does not exceed the Average Actual Deferral Percentage for Eligible Participants who are Non-Highly Compensated Employees by more than two (2) percentage points. (b) Amount of Excess Deferral Contributions. The amount of Excess Deferral Contributions for a Highly Compensated Employee for a Plan Year is to be determined

4.5

Section 401(k) Nondiscrimination Tests. (a) Actual Deferral Percentage Test. The Plan shall satisfy the nondiscrimination test of Section 401(k)(3) of the Code, under which no Elective Employer Contributions shall be made that would cause the Actual Deferral Percentage for Eligible Participants who are Highly Compensated Employees to exceed (1) or (2) as follows: (1) The Average Actual Deferral Percentage for the Eligible Participants who are Highly Compensated Employees for the Plan Year shall not exceed the Average Actual Deferral Percentage for Eligible Participants who are Non-Highly Compensated Employees for the Plan Year multiplied by 1.25; or (2) The Average Actual Deferral Percentage for Eligible Participants who are Highly Compensated Employees for the Plan Year shall not exceed the Average Actual Deferral Percentage for Eligible Participants who are Non-Highly Compensated Employees for the Plan Year multiplied by two (2), provided that the Average Actual Deferral Percentage for Eligible Participants who are Highly Compensated Employees does not exceed the Average Actual Deferral Percentage for Eligible Participants who are Non-Highly Compensated Employees by more than two (2) percentage points. (b) Amount of Excess Deferral Contributions. The amount of Excess Deferral Contributions for a Highly Compensated Employee for a Plan Year is to be determined by the leveling method described in Treasury Regulation Section 1.401(k)-l(f)(2), under which the Actual Deferral Percentage of the Highly Compensated Employee with the highest Actual Deferral Percentage shall be reduced to the extent required to: (1) enable the Plan to satisfy the Actual Deferral Percentage Test, or (2) cause such Highly Compensated Employee's Actual Deferral Percentage to equal the ratio of the Highly Compensated Employee with the next highest Actual Deferral Percentage.

-19-

This process must be repeated until the Plan satisfies the Actual Deferral Percentage Test. The amount of Excess Deferral Contributions for a Highly Compensated Employee is equal to the total of Elective Employer Contributions and other contributions taken into account for the Actual Deferral Percentage Test minus the amount determined by multiplying the Employee's contribution percentage, as determined above, by his compensation. (c) Correction for Family Members. In the case of a Highly Compensated Employee whose Actual Deferral Percentage is determined under the family aggregation rules described in Treasury Regulation Section 1.401(k)-1(g)(1)(ii)(C), the determination and correction of the amount of Excess Deferral Contributions is accomplished by reducing the Actual Deferral Percentage as required under (b) above and allocating the excess for the family group among the Family Members in proportion to the Elective Employer Contributions of each Family Member that is combined to determine the Actual Deferral Percentage. (1) If a Highly Compensated Employee is subject to the family aggregation rules of Code Section 414(q)(6) because that Eligible Participant is either a five- percent owner or one of the 10 Highly Compensated Employees receiving the most compensation from the Affiliated Employers, the combined Actual Deferral Percentage for the family group (which is treated as one Highly Compensated Employee) must be determined by combining the

This process must be repeated until the Plan satisfies the Actual Deferral Percentage Test. The amount of Excess Deferral Contributions for a Highly Compensated Employee is equal to the total of Elective Employer Contributions and other contributions taken into account for the Actual Deferral Percentage Test minus the amount determined by multiplying the Employee's contribution percentage, as determined above, by his compensation. (c) Correction for Family Members. In the case of a Highly Compensated Employee whose Actual Deferral Percentage is determined under the family aggregation rules described in Treasury Regulation Section 1.401(k)-1(g)(1)(ii)(C), the determination and correction of the amount of Excess Deferral Contributions is accomplished by reducing the Actual Deferral Percentage as required under (b) above and allocating the excess for the family group among the Family Members in proportion to the Elective Employer Contributions of each Family Member that is combined to determine the Actual Deferral Percentage. (1) If a Highly Compensated Employee is subject to the family aggregation rules of Code Section 414(q)(6) because that Eligible Participant is either a five- percent owner or one of the 10 Highly Compensated Employees receiving the most compensation from the Affiliated Employers, the combined Actual Deferral Percentage for the family group (which is treated as one Highly Compensated Employee) must be determined by combining the Elective Employer Contributions, compensation, and amounts treated as Elective Employer Contributions of the eligible Family Members. (2) The Elective Employer Contributions, compensation, and amounts treated as Elective Employer Contributions of all Family Members are disregarded for purposes of determining the Actual Deferral Percentage for the group of Non-Highly Compensated Employees. (3) If an Eligible Employee is required to be aggregated as a member of more than one family group in a plan, all Eligible Employees who are members of those family groups that include that Employee are aggregated as one family group. (d) Correction of Excess Deferral Contributions. (1) In General. Notwithstanding any other provisions of this Plan, Excess Deferral Contributions plus any income and minus any loss allocable thereto shall be distributed (and any corresponding Employer Matching Contribution shall be forfeited) to -20-

Participants on whose behalf such Excess Deferral Contributions were made not later than the last day of the Plan Year following the close of the Plan Year for which such contributions were made. If such Excess Deferral Contributions are not distributed within two and one-half (2-1/2) months after the last day of the Plan Year in which such excess amounts arose, a ten percent (10%) excise tax will be imposed on the Employing Company maintaining the Plan with respect to such amounts. Distribution of Excess Deferral Contributions shall be made to Highly Compensated Employees on the basis of the respective portions of the Excess Deferral Contributions attributable to each of such Employees. Any Employer Matching Contributions forfeited pursuant to this Subsection (d)(1) shall be applied, subject to Section 6.1, toward funding Employing Company contributions (for the Plan Year immediately following the Plan Year to which such forfeited Employer Matching Contributions relate) or distributed, as directed by the Committee, to the extent permitted by applicable law. (2) Determination of Income or Loss. Excess Deferral Contributions shall be adjusted for any income or loss through the last day of the Plan Year or the date of distribution, as determined by the Committee. The income or loss allocable to Excess Deferral Contributions is the sum of: (A) income or loss allocated to the Participant's Account for the taxable year multiplied by a fraction, the numerator of which is the Participant's Excess Deferral Contributions for the year and the denominator is the Participant's Account balance attributable to Elective Employer Contributions, minus any income or plus any loss occurring during the Plan Year; and (B) if the Committee shall determine in its sole discretion, ten percent (10%) of the amount determined under (A)

Participants on whose behalf such Excess Deferral Contributions were made not later than the last day of the Plan Year following the close of the Plan Year for which such contributions were made. If such Excess Deferral Contributions are not distributed within two and one-half (2-1/2) months after the last day of the Plan Year in which such excess amounts arose, a ten percent (10%) excise tax will be imposed on the Employing Company maintaining the Plan with respect to such amounts. Distribution of Excess Deferral Contributions shall be made to Highly Compensated Employees on the basis of the respective portions of the Excess Deferral Contributions attributable to each of such Employees. Any Employer Matching Contributions forfeited pursuant to this Subsection (d)(1) shall be applied, subject to Section 6.1, toward funding Employing Company contributions (for the Plan Year immediately following the Plan Year to which such forfeited Employer Matching Contributions relate) or distributed, as directed by the Committee, to the extent permitted by applicable law. (2) Determination of Income or Loss. Excess Deferral Contributions shall be adjusted for any income or loss through the last day of the Plan Year or the date of distribution, as determined by the Committee. The income or loss allocable to Excess Deferral Contributions is the sum of: (A) income or loss allocated to the Participant's Account for the taxable year multiplied by a fraction, the numerator of which is the Participant's Excess Deferral Contributions for the year and the denominator is the Participant's Account balance attributable to Elective Employer Contributions, minus any income or plus any loss occurring during the Plan Year; and (B) if the Committee shall determine in its sole discretion, ten percent (10%) of the amount determined under (A) above multiplied by the number of whole calendar months between the end of the Plan Year and the date of the distribution, counting the month of distribution if distribution occurs after the 15th of the month. Notwithstanding the above, the Committee may designate any reasonable method for computing the income or loss allocable to Excess Deferral Contributions, provided that the method does not violate Section 401(a)(4) of the Code, is used consistently for all -21-

Participants and for all corrective distributions under the Plan for the Plan Year, and is used by the Plan for allocating income or loss to Participants' Accounts. (3) Maximum Distribution Amount. The Excess Deferral Contributions which would otherwise be distributed to the Participant shall be adjusted for income; shall be reduced, in accordance with regulations, by the Excess Deferral Amount distributed to the Participant; and shall, if there is a loss allocable to the Excess Deferral Contributions, in no event be less than the lesser of the Participant's Account under the Plan attributable to Elective Employer Contributions or the Participant's Elective Employer Contributions for the Plan Year. (e) Special Rules. (1) For purposes of this Section 4.5, the Actual Deferral Percentage for any Eligible Participant who is a Highly Compensated Employee for the Plan Year and who is eligible to have deferral contributions allocated to his account under two (2) or more plans or arrangements described in Section 401(k) of the Code that are maintained by an Affiliated Employer shall be determined as if all such deferral contributions were made under a single arrangement. If a Highly Compensated Employee participates in two (2) or more cash or deferred arrangements that have different plan years, all cash or deferred arrangements ending with or within the same calendar year shall be treated as a single arrangement. Notwithstanding the foregoing, certain plans shall be treated as separate if mandatorily disaggregated under Code Section 401(k). (2) In the event that this Plan satisfies the requirements of Code Section 401(k), 401(a)(4), or 410(b) only if aggregated with one or more other plans, or if one or more other plans satisfy the requirements of Code Section 401(k), 401(a)(4), or 410(b) only if aggregated with this Plan, then the actual deferral percentages shall be determined as if all such plans were a single plan. (3) For purposes of determining the Actual Deferral Percentage of an Eligible Participant who is a five-percent owner or one of the 10 Highly Compensated Employees receiving the most compensation from Affiliated

Participants and for all corrective distributions under the Plan for the Plan Year, and is used by the Plan for allocating income or loss to Participants' Accounts. (3) Maximum Distribution Amount. The Excess Deferral Contributions which would otherwise be distributed to the Participant shall be adjusted for income; shall be reduced, in accordance with regulations, by the Excess Deferral Amount distributed to the Participant; and shall, if there is a loss allocable to the Excess Deferral Contributions, in no event be less than the lesser of the Participant's Account under the Plan attributable to Elective Employer Contributions or the Participant's Elective Employer Contributions for the Plan Year. (e) Special Rules. (1) For purposes of this Section 4.5, the Actual Deferral Percentage for any Eligible Participant who is a Highly Compensated Employee for the Plan Year and who is eligible to have deferral contributions allocated to his account under two (2) or more plans or arrangements described in Section 401(k) of the Code that are maintained by an Affiliated Employer shall be determined as if all such deferral contributions were made under a single arrangement. If a Highly Compensated Employee participates in two (2) or more cash or deferred arrangements that have different plan years, all cash or deferred arrangements ending with or within the same calendar year shall be treated as a single arrangement. Notwithstanding the foregoing, certain plans shall be treated as separate if mandatorily disaggregated under Code Section 401(k). (2) In the event that this Plan satisfies the requirements of Code Section 401(k), 401(a)(4), or 410(b) only if aggregated with one or more other plans, or if one or more other plans satisfy the requirements of Code Section 401(k), 401(a)(4), or 410(b) only if aggregated with this Plan, then the actual deferral percentages shall be determined as if all such plans were a single plan. (3) For purposes of determining the Actual Deferral Percentage of an Eligible Participant who is a five-percent owner or one of the 10 Highly Compensated Employees receiving the most compensation from Affiliated Employers, the Elective Employer Contributions and compensation of such Participant shall include the Elective Employer Contributions and -22-

compensation of Family Members, and such Family Members shall be disregarded in determining the Actual Deferral Percentage for Eligible Participants who are Non-Highly Compensated Employees. (4) The determination and treatment of the Elective Employer Contributions and Actual Deferral Percentage of any Eligible Participant shall satisfy such other requirements as may be prescribed by the Secretary of the Treasury. 4.6 Voluntary Participant Contributions. An Eligible Employee who meets the participation requirements of Article III may elect in accordance with the procedures established by the Committee to contribute to his Account a Voluntary Participant Contribution consisting of any whole percentage of his Compensation, which percentage is not less than one percent (1%) nor more than sixteen percent (16%) of his Compensation. The maximum Voluntary Participant Contribution shall be reduced by the percent, if any, which is contributed as an Elective Employer Contribution on behalf of such Participant under Section 4.1. 4.7 Manner and Time of Payment of Elective Employer Contributions and Voluntary Participant Contributions. Contributions made in accordance with Sections 4.1 and 4.6 will be rounded to the next higher multiple of one dollar on a monthly basis. They will be made only through payroll deductions and will begin with the first payroll period (or as soon as practicable thereafter) commencing after the Enrollment Date on which the Participant commences participation in the Plan. Contributions shall be remitted to the Trustee as of the earliest date on which such contributions can reasonably be segregated from each Employing Company's general assets, but in any event within ninety (90) days from the date on which such amounts would otherwise have been payable to the Participant in cash. 4.8 Change in Contribution Rate. A Participant may prospectively change the percentage of his Compensation that he has authorized as the Elective Employer Contribution to be made on his behalf or his Voluntary Participant

compensation of Family Members, and such Family Members shall be disregarded in determining the Actual Deferral Percentage for Eligible Participants who are Non-Highly Compensated Employees. (4) The determination and treatment of the Elective Employer Contributions and Actual Deferral Percentage of any Eligible Participant shall satisfy such other requirements as may be prescribed by the Secretary of the Treasury. 4.6 Voluntary Participant Contributions. An Eligible Employee who meets the participation requirements of Article III may elect in accordance with the procedures established by the Committee to contribute to his Account a Voluntary Participant Contribution consisting of any whole percentage of his Compensation, which percentage is not less than one percent (1%) nor more than sixteen percent (16%) of his Compensation. The maximum Voluntary Participant Contribution shall be reduced by the percent, if any, which is contributed as an Elective Employer Contribution on behalf of such Participant under Section 4.1. 4.7 Manner and Time of Payment of Elective Employer Contributions and Voluntary Participant Contributions. Contributions made in accordance with Sections 4.1 and 4.6 will be rounded to the next higher multiple of one dollar on a monthly basis. They will be made only through payroll deductions and will begin with the first payroll period (or as soon as practicable thereafter) commencing after the Enrollment Date on which the Participant commences participation in the Plan. Contributions shall be remitted to the Trustee as of the earliest date on which such contributions can reasonably be segregated from each Employing Company's general assets, but in any event within ninety (90) days from the date on which such amounts would otherwise have been payable to the Participant in cash. 4.8 Change in Contribution Rate. A Participant may prospectively change the percentage of his Compensation that he has authorized as the Elective Employer Contribution to be made on his behalf or his Voluntary Participant Contribution to another permissible percentage in accordance with the procedures established by the Committee. Such election shall be effective as soon as practicable after it is made. 4.9 Change in Contribution Amount. In the event of a change in the Compensation of a Participant, the percentage of the Elective Employer Contribution made on his behalf or his Voluntary Participant Contribution currently in effect shall be applied as soon as practicable with respect to such changed Compensation without action by the Participant. -23-

4.10 Rollover Contributions and Direct Transfers from Other Qualified Retirement Plans. (a) Effective December 1, 1991, a Participant shall be entitled to transfer (or cause to be transferred directly from the trustee) to the Trust to be held as part of his Account all or a portion of the fair market value of the cash or other property a Participant receives in the distribution of his accrued benefits under the Profit Sharing Plan for Electric City Merchandise Company, Inc., reduced by any voluntary participant contributions under such plan. Such rollover contribution may only be made within sixty (60) days following the date the Participant receives the distribution (or within such additional period as may be provided under Section 408 of the Code if the Participant shall have made a timely deposit of the distribution in an individual retirement account). No such rollover contribution or trustee to Trustee transfer shall be made by a Participant (or on his behalf) if not otherwise permissible under the Code or if such rollover contribution or transfer would subject this Plan to the requirements of Section 401(a)(11)(A) of the Code. Notwithstanding the foregoing, the Trustee is specifically authorized to accept any rollover accounts under the terms of the SEPCO Plan as are necessary to reflect a Participant's interest in the Plan resulting from the merger of the SEPCO Plan into this Plan effective as of January 1, 1993. Any such rollover account shall be held as part of the Participant's Account and shall be subject to the requirements of Article XVIII. (b) Any amounts so transferred to the Trust shall be entitled to share in earnings or losses of the Trust in the same manner as other Employing Company contributions to the Trust.

4.10 Rollover Contributions and Direct Transfers from Other Qualified Retirement Plans. (a) Effective December 1, 1991, a Participant shall be entitled to transfer (or cause to be transferred directly from the trustee) to the Trust to be held as part of his Account all or a portion of the fair market value of the cash or other property a Participant receives in the distribution of his accrued benefits under the Profit Sharing Plan for Electric City Merchandise Company, Inc., reduced by any voluntary participant contributions under such plan. Such rollover contribution may only be made within sixty (60) days following the date the Participant receives the distribution (or within such additional period as may be provided under Section 408 of the Code if the Participant shall have made a timely deposit of the distribution in an individual retirement account). No such rollover contribution or trustee to Trustee transfer shall be made by a Participant (or on his behalf) if not otherwise permissible under the Code or if such rollover contribution or transfer would subject this Plan to the requirements of Section 401(a)(11)(A) of the Code. Notwithstanding the foregoing, the Trustee is specifically authorized to accept any rollover accounts under the terms of the SEPCO Plan as are necessary to reflect a Participant's interest in the Plan resulting from the merger of the SEPCO Plan into this Plan effective as of January 1, 1993. Any such rollover account shall be held as part of the Participant's Account and shall be subject to the requirements of Article XVIII. (b) Any amounts so transferred to the Trust shall be entitled to share in earnings or losses of the Trust in the same manner as other Employing Company contributions to the Trust. (c) The portion of a Participant's Account attributable to any rollover contribution or trustee to Trustee transfer shall be distributed with the balance of the Participant's Account pursuant to Article XII of the Plan. -24-

ARTICLE V EMPLOYER MATCHING CONTRIBUTIONS 5.1 Amount of Employer Matching Contributions. The Board of Directors, in its sole and absolute discretion, shall determine the amount of Employer Matching Contributions that shall be made by each Employing Company on behalf of each Participant in its employ. The amount of Employer Matching Contributions shall be fixed by resolutions of the Board of Directors and communicated to each Employing Company prior to the first day of each Plan Year. 5.2 Investment of Employer Matching Contributions. Employer Matching Contributions shall be invested entirely in the Company Stock Fund, as described in Article VIII. 5.3 Payment of Employer Matching Contributions. Except as provided herein, Employer Matching Contributions shall be remitted to the Trustee as soon as practicable. 5.4 Limitations on Employer Matching Contributions and Voluntary Participant Contributions. (a) Actual Contribution Percentage Test. The Plan shall satisfy the nondiscrimination test of Section 401(m) of the Code, under which the Average Contribution Percentage for Eligible Participants shall not exceed (1) or (2) as follows: (1) The Average Contribution Percentage for Eligible Participants who are Highly Compensated Employees for the Plan Year shall not exceed the Average Contribution Percentage for Eligible Participants who are Non-Highly Compensated Employees for the Plan Year multiplied by 1.25; or (2) The Average Contribution Percentage for Eligible Participants who are Highly Compensated Employees for the Plan Year shall not exceed the Average Contribution Percentage for Eligible Participants who are Non-Highly Compensated Employees for the Plan Year multiplied by two (2), provided that the Average Contribution Percentage for Eligible Participants who are Highly Compensated

ARTICLE V EMPLOYER MATCHING CONTRIBUTIONS 5.1 Amount of Employer Matching Contributions. The Board of Directors, in its sole and absolute discretion, shall determine the amount of Employer Matching Contributions that shall be made by each Employing Company on behalf of each Participant in its employ. The amount of Employer Matching Contributions shall be fixed by resolutions of the Board of Directors and communicated to each Employing Company prior to the first day of each Plan Year. 5.2 Investment of Employer Matching Contributions. Employer Matching Contributions shall be invested entirely in the Company Stock Fund, as described in Article VIII. 5.3 Payment of Employer Matching Contributions. Except as provided herein, Employer Matching Contributions shall be remitted to the Trustee as soon as practicable. 5.4 Limitations on Employer Matching Contributions and Voluntary Participant Contributions. (a) Actual Contribution Percentage Test. The Plan shall satisfy the nondiscrimination test of Section 401(m) of the Code, under which the Average Contribution Percentage for Eligible Participants shall not exceed (1) or (2) as follows: (1) The Average Contribution Percentage for Eligible Participants who are Highly Compensated Employees for the Plan Year shall not exceed the Average Contribution Percentage for Eligible Participants who are Non-Highly Compensated Employees for the Plan Year multiplied by 1.25; or (2) The Average Contribution Percentage for Eligible Participants who are Highly Compensated Employees for the Plan Year shall not exceed the Average Contribution Percentage for Eligible Participants who are Non-Highly Compensated Employees for the Plan Year multiplied by two (2), provided that the Average Contribution Percentage for Eligible Participants who are Highly Compensated Employees does not exceed the Average Contribution Percentage for Eligible Participants who are Non-Highly Compensated Employees by more than two (2) percentage points. (b) Multiple Use Limitation. If both the Average Actual Deferral Percentage and the Average Contribution Percentage of the Highly Compensated Employees exceed 1.25 of -25-

the Average Actual Deferral Percentage and the Average Contribution Percentage of the Non-Highly Compensated Employees and if one or more Highly Compensated Employees makes Elective Employer Contributions and receives Employer Matching Contributions, and the sum of the Actual Deferral Percentage and Actual Contribution Percentage of those Highly Compensated Employees subject to either or both tests exceed the aggregate limit as defined in Treasury Regulation Section 1.401(m)-2, then one of the following actions shall be taken. (1) The Contribution Percentage and/or Actual Deferral Percentage of Highly Compensated Employees may be reduced (beginning with such Highly Compensated Employee whose Contribution Percentage and/or Actual Deferral Percentage is the highest) so that the aggregate limit is not exceeded. The amount by which each Highly Compensated Employee's Contribution Percentage and/or Actual Deferral Percentage amount is reduced shall be treated as an Excess Aggregate Contribution. (2) The Employing Companies may make qualified nonelective contributions in accordance with Treasury Regulation Sections 1.401(k)-1(b)(5) and (f)(1) and/or Section 1.401(m)-1(b)(5) and (e)(1). For purposes of determining if the aggregate limit has been exceeded, the Actual Deferral Percentage and the Contribution Percentage of the Highly Compensated Employees shall be determined after any corrections

the Average Actual Deferral Percentage and the Average Contribution Percentage of the Non-Highly Compensated Employees and if one or more Highly Compensated Employees makes Elective Employer Contributions and receives Employer Matching Contributions, and the sum of the Actual Deferral Percentage and Actual Contribution Percentage of those Highly Compensated Employees subject to either or both tests exceed the aggregate limit as defined in Treasury Regulation Section 1.401(m)-2, then one of the following actions shall be taken. (1) The Contribution Percentage and/or Actual Deferral Percentage of Highly Compensated Employees may be reduced (beginning with such Highly Compensated Employee whose Contribution Percentage and/or Actual Deferral Percentage is the highest) so that the aggregate limit is not exceeded. The amount by which each Highly Compensated Employee's Contribution Percentage and/or Actual Deferral Percentage amount is reduced shall be treated as an Excess Aggregate Contribution. (2) The Employing Companies may make qualified nonelective contributions in accordance with Treasury Regulation Sections 1.401(k)-1(b)(5) and (f)(1) and/or Section 1.401(m)-1(b)(5) and (e)(1). For purposes of determining if the aggregate limit has been exceeded, the Actual Deferral Percentage and the Contribution Percentage of the Highly Compensated Employees shall be determined after any corrections required to meet the Actual Deferral Percentage Test and the Actual Contribution Percentage Test. 5.5 Special Rules for Employer Matching Contributions and Voluntary Participant Contributions. (a) The Contribution Percentage for any Eligible Participant who is a Highly Compensated Employee for the Plan Year and who is eligible to make voluntary participant contributions, to receive employer matching contributions, or to make deferral contributions under two or more plans described in Section 401(a) of the Code or arrangements described in Section 401(k) of the Code that are maintained by an Affiliated Employer shall be determined as if all such contributions were made under a single plan. (b) In the event that this Plan satisfies the requirements of Code Section 401(m), 401(a)(4), or 410(b) only if aggregated with one or more other plans, or if one or more other plans satisfy the requirements of Code Section 401(m), 401(a)(4), or 410(b) only if aggregated with this Plan, then -26-

the contribution percentages shall be determined as if all such plans were a single plan. (c) For purposes of determining the Contribution Percentage of an Eligible Participant who is a five-percent owner or one of the 10 Highly Compensated Employees receiving the most compensation from the Affiliated Employers, the Voluntary Participant Contributions, Employer Matching Contributions, and compensation of such Participant shall include the Voluntary Participant Contributions, Employer Matching Contributions, and compensation of Family Members, and such Family Members shall be disregarded in determining the Contribution Percentage for Eligible Participants who are Non-Highly Compensated Employees. (d) The determination and treatment of the Contribution Percentage of any Eligible Participant shall satisfy such other requirements as may be prescribed by the Secretary of the Treasury. 5.6 Distribution of Excess Aggregate Contributions. (a) In General. Notwithstanding any other provision of this Plan, Excess Aggregate Contributions, plus any income and minus any loss allocable thereto, shall be distributed (or, if forfeitable, forfeited) no later than the last day of each Plan Year to Participants to whose Accounts such Excess Aggregate Contributions were allocated for the preceding Plan Year. Excess Aggregate Contributions shall be allocated to Participants who are subject to the Family Member aggregation rules of Section 414(q)(6) of the Code in the manner prescribed by regulations. If such Excess Aggregate Contributions are distributed more than 2-1/2 months after the last day of the Plan Year in which such excess amounts arose, a ten percent (10%) excise tax will be imposed on the Employing Company maintaining the Plan with respect to those amounts. Excess Aggregate Contributions shall be treated as

the contribution percentages shall be determined as if all such plans were a single plan. (c) For purposes of determining the Contribution Percentage of an Eligible Participant who is a five-percent owner or one of the 10 Highly Compensated Employees receiving the most compensation from the Affiliated Employers, the Voluntary Participant Contributions, Employer Matching Contributions, and compensation of such Participant shall include the Voluntary Participant Contributions, Employer Matching Contributions, and compensation of Family Members, and such Family Members shall be disregarded in determining the Contribution Percentage for Eligible Participants who are Non-Highly Compensated Employees. (d) The determination and treatment of the Contribution Percentage of any Eligible Participant shall satisfy such other requirements as may be prescribed by the Secretary of the Treasury. 5.6 Distribution of Excess Aggregate Contributions. (a) In General. Notwithstanding any other provision of this Plan, Excess Aggregate Contributions, plus any income and minus any loss allocable thereto, shall be distributed (or, if forfeitable, forfeited) no later than the last day of each Plan Year to Participants to whose Accounts such Excess Aggregate Contributions were allocated for the preceding Plan Year. Excess Aggregate Contributions shall be allocated to Participants who are subject to the Family Member aggregation rules of Section 414(q)(6) of the Code in the manner prescribed by regulations. If such Excess Aggregate Contributions are distributed more than 2-1/2 months after the last day of the Plan Year in which such excess amounts arose, a ten percent (10%) excise tax will be imposed on the Employing Company maintaining the Plan with respect to those amounts. Excess Aggregate Contributions shall be treated as Annual Additions. (b) Determination of Income or Loss. Excess Aggregate Contributions shall be adjusted for any income or loss through the last day of the Plan Year or the date of distribution, as determined by the Committee. The income or loss allocable to Excess Aggregate Contributions is the sum of: (1) income or loss allocated to the Participant's Account attributable to Voluntary Participant Contributions and Employer Matching Contributions for the Plan Year multiplied by a fraction, the numerator of which is the Participant's Excess Aggregate Contributions for the year and the denominator is the -27-

Participant's Account balance attributable to Voluntary Participant Contributions and Employer Matching Contributions, minus any income or plus any loss occurring during the Plan Year; and (2) if the Committee shall determine in its sole discretion, ten percent (10%) of the amount determined under (1) above multiplied by the number of whole calendar months between the end of the Plan Year and the date of the distribution, counting the month of distribution if distribution occurs after the 15th of the month. Notwithstanding the above, the Committee may designate any reasonable method for computing the income or loss allocable to Excess Aggregate Contributions, provided that the method does not violate Section 401(a)(4) of the Code, is used consistently for all Participants and for all corrective distributions under the Plan for the Plan Year, and is used by the Plan for allocating income or loss to Participants' Accounts. (c) Accounting for Excess Aggregate Contributions. Excess Aggregate Contributions shall be distributed first from Voluntary Participant Contributions allocated to the Participant's Account and any corresponding Employer Matching Contribution shall also be forfeited and then, if necessary, distributed from the remaining Employer Matching Contribution allocated to the Participant's Account. 5.7 Reversion of Employing Company Contributions. Employing Company contributions computed in accordance with the provisions of this Plan shall revert to the Employing Company under the following circumstances: (a) In the case of an Employing Company contribution which is made by reason of a mistake of fact, such contribution upon written direction of the Employing Company shall be returned to the Employing Company

Participant's Account balance attributable to Voluntary Participant Contributions and Employer Matching Contributions, minus any income or plus any loss occurring during the Plan Year; and (2) if the Committee shall determine in its sole discretion, ten percent (10%) of the amount determined under (1) above multiplied by the number of whole calendar months between the end of the Plan Year and the date of the distribution, counting the month of distribution if distribution occurs after the 15th of the month. Notwithstanding the above, the Committee may designate any reasonable method for computing the income or loss allocable to Excess Aggregate Contributions, provided that the method does not violate Section 401(a)(4) of the Code, is used consistently for all Participants and for all corrective distributions under the Plan for the Plan Year, and is used by the Plan for allocating income or loss to Participants' Accounts. (c) Accounting for Excess Aggregate Contributions. Excess Aggregate Contributions shall be distributed first from Voluntary Participant Contributions allocated to the Participant's Account and any corresponding Employer Matching Contribution shall also be forfeited and then, if necessary, distributed from the remaining Employer Matching Contribution allocated to the Participant's Account. 5.7 Reversion of Employing Company Contributions. Employing Company contributions computed in accordance with the provisions of this Plan shall revert to the Employing Company under the following circumstances: (a) In the case of an Employing Company contribution which is made by reason of a mistake of fact, such contribution upon written direction of the Employing Company shall be returned to the Employing Company within one year after the payment of the contribution. (b) If any Employing Company contribution is determined to be nondeductible under Section 404 of the Code, then such Employing Company contribution, to the extent that it is determined to be nondeductible, upon written direction of the Employing Company shall be returned to the Employing Company within one year after the disallowance of the deduction. The amount which may be returned to the Employing Company under this Section 5.7 is the excess of (1) the amount contributed over (2) the amount that would have been contributed had there not occurred a mistake of fact or disallowance of the deduction. -28-

Earnings attributable to the excess contribution shall not be returned to the Employing Company, but losses attributable thereto shall reduce the amount to be so returned. If the withdrawal of the amount attributable to the mistaken contribution would cause the balance of the Account of any Participant to be reduced to less than the balance which would have been in the Account had the mistaken amount not been contributed, then the amount to be returned to the Employing Company shall be limited so as to avoid such reduction. 5.8 Correction of Prior Incorrect Allocations and Distributions. Notwithstanding any provisions contained herein to the contrary, in the event that, as of any Valuation Date, adjustments are required in any Participants' Accounts to correct any incorrect allocation of contributions or investment earnings or losses, or such other discrepancies in Account balances that may have occurred previously, the Employing Companies may make additional contributions to the Plan to be applied to correct such incorrect allocations or discrepancies. The additional contributions shall be allocated by the Committee to adjust such Participants' Accounts to the value which would have existed on said Valuation Date had there been no prior incorrect allocation or discrepancies. The Committee shall also be authorized to take such other actions as it deems necessary to correct prior incorrect allocations or discrepancies in the Accounts of Participants under the Plan. -29-

ARTICLE VI

Earnings attributable to the excess contribution shall not be returned to the Employing Company, but losses attributable thereto shall reduce the amount to be so returned. If the withdrawal of the amount attributable to the mistaken contribution would cause the balance of the Account of any Participant to be reduced to less than the balance which would have been in the Account had the mistaken amount not been contributed, then the amount to be returned to the Employing Company shall be limited so as to avoid such reduction. 5.8 Correction of Prior Incorrect Allocations and Distributions. Notwithstanding any provisions contained herein to the contrary, in the event that, as of any Valuation Date, adjustments are required in any Participants' Accounts to correct any incorrect allocation of contributions or investment earnings or losses, or such other discrepancies in Account balances that may have occurred previously, the Employing Companies may make additional contributions to the Plan to be applied to correct such incorrect allocations or discrepancies. The additional contributions shall be allocated by the Committee to adjust such Participants' Accounts to the value which would have existed on said Valuation Date had there been no prior incorrect allocation or discrepancies. The Committee shall also be authorized to take such other actions as it deems necessary to correct prior incorrect allocations or discrepancies in the Accounts of Participants under the Plan. -29-

ARTICLE VI LIMITATIONS ON CONTRIBUTIONS 6.1 Section 415 Limitations. (a) Notwithstanding any provision of the Plan to the contrary, the total Annual Additions allocated to the Account (and the accounts under all defined contribution plans maintained by an Affiliated Employer) of any Participant for any Limitation Year in accordance with Code Section 415 and the regulations thereunder, which are incorporated herein by this reference, shall not exceed the lesser of the following amounts: (1) twenty-five percent (25%) of the Participant's compensation in the Limitation Year; or (2) $30,000 (as adjusted pursuant to Code Section 415(d)(1)(C)). (b) If a Participant is also a participant in any Affiliated Employer's defined benefit plan, then in addition to the limitations in (a) above, the sum of the Defined Benefit Plan Fraction and Defined Contribution Plan Fraction shall not exceed 1.0 for any Limitation Year. (c) For purposes of this Section 6.1, wherever the term "compensation" is used, such term shall mean all amounts paid or made available to an Employee which are treated as compensation from an Affiliated Employer under Treasury Regulation Section 1.415-2(d)(2) and which are not excluded from compensation under Treasury Regulation Section 1.415- 2(d)(3). (d) The Annual Addition for any Plan Year beginning before January 1, 1987 shall not be recomputed to treat all Voluntary Participant Contributions as an Annual Addition. (e) If the Plan satisfied the applicable requirements of Section 415 of the Code as in effect for all Plan Years beginning before January 1, 1987, an amount shall be subtracted from the numerator of the Defined Contribution Plan Fraction (not exceeding the numerator), as prescribed by the Secretary of the Treasury, so that the sum of the Defined Benefit Plan Fraction and the Defined Contribution Plan Fraction computed under Section 415(e)(1) of the Code (as revised by this Section 6.1) does not exceed 1.0 for the Plan Year. In addition, the Defined Contribution Plan Fraction for -30-

ARTICLE VI LIMITATIONS ON CONTRIBUTIONS 6.1 Section 415 Limitations. (a) Notwithstanding any provision of the Plan to the contrary, the total Annual Additions allocated to the Account (and the accounts under all defined contribution plans maintained by an Affiliated Employer) of any Participant for any Limitation Year in accordance with Code Section 415 and the regulations thereunder, which are incorporated herein by this reference, shall not exceed the lesser of the following amounts: (1) twenty-five percent (25%) of the Participant's compensation in the Limitation Year; or (2) $30,000 (as adjusted pursuant to Code Section 415(d)(1)(C)). (b) If a Participant is also a participant in any Affiliated Employer's defined benefit plan, then in addition to the limitations in (a) above, the sum of the Defined Benefit Plan Fraction and Defined Contribution Plan Fraction shall not exceed 1.0 for any Limitation Year. (c) For purposes of this Section 6.1, wherever the term "compensation" is used, such term shall mean all amounts paid or made available to an Employee which are treated as compensation from an Affiliated Employer under Treasury Regulation Section 1.415-2(d)(2) and which are not excluded from compensation under Treasury Regulation Section 1.415- 2(d)(3). (d) The Annual Addition for any Plan Year beginning before January 1, 1987 shall not be recomputed to treat all Voluntary Participant Contributions as an Annual Addition. (e) If the Plan satisfied the applicable requirements of Section 415 of the Code as in effect for all Plan Years beginning before January 1, 1987, an amount shall be subtracted from the numerator of the Defined Contribution Plan Fraction (not exceeding the numerator), as prescribed by the Secretary of the Treasury, so that the sum of the Defined Benefit Plan Fraction and the Defined Contribution Plan Fraction computed under Section 415(e)(1) of the Code (as revised by this Section 6.1) does not exceed 1.0 for the Plan Year. In addition, the Defined Contribution Plan Fraction for -30-

a Participant may be determined by taking into account the special transition rule of Code Section 415(e)(6). (f) If the Participant was a participant in one or more defined benefit plans maintained by the Affiliated Employers which were in existence on July 1, 1982, the denominator of the Defined Benefit Plan Fraction shall not be less than 1.25% of the sum of the annual benefits under such plans which the Participant had accrued as of the later of September 30, 1983 or the end of the last Limitation Year beginning before January 1, 1983. The preceding sentence applies only if the defined benefit plans individually, and in the aggregate satisfy the requirements of Code Section 415 as in effect at the end of the 1982 Limitation Year. 6.2 Correction of Contributions in Excess of Section 415 Limits. If the Annual Additions for a Participant exceed the limits of Section 6.1 as a result of the allocation of forfeitures, if any, a reasonable error in estimating a Participant's annual compensation for purposes of the Plan, a reasonable error in determining the amount of elective deferrals (within the meaning of Section 402(g)(3) of the Code) that may be made with respect to any individual, or under other limited facts and circumstances that the Commissioner of the Treasury finds justify the availability of the rules set forth in this Section 6.2, the excess amounts shall not be deemed Annual Additions if they are treated in accordance with any one or more or any combination of the following: (a) distribute to the Participant that portion, or all, of his Elective Employer Contributions (as adjusted for income

a Participant may be determined by taking into account the special transition rule of Code Section 415(e)(6). (f) If the Participant was a participant in one or more defined benefit plans maintained by the Affiliated Employers which were in existence on July 1, 1982, the denominator of the Defined Benefit Plan Fraction shall not be less than 1.25% of the sum of the annual benefits under such plans which the Participant had accrued as of the later of September 30, 1983 or the end of the last Limitation Year beginning before January 1, 1983. The preceding sentence applies only if the defined benefit plans individually, and in the aggregate satisfy the requirements of Code Section 415 as in effect at the end of the 1982 Limitation Year. 6.2 Correction of Contributions in Excess of Section 415 Limits. If the Annual Additions for a Participant exceed the limits of Section 6.1 as a result of the allocation of forfeitures, if any, a reasonable error in estimating a Participant's annual compensation for purposes of the Plan, a reasonable error in determining the amount of elective deferrals (within the meaning of Section 402(g)(3) of the Code) that may be made with respect to any individual, or under other limited facts and circumstances that the Commissioner of the Treasury finds justify the availability of the rules set forth in this Section 6.2, the excess amounts shall not be deemed Annual Additions if they are treated in accordance with any one or more or any combination of the following: (a) distribute to the Participant that portion, or all, of his Elective Employer Contributions (as adjusted for income and loss) as is necessary to ensure compliance with Section 6.1; (b) return to the Participant that portion, or all, of his Voluntary Participant Contributions (as adjusted for income and loss) as is necessary to ensure compliance with Section 6.1; and (c) forfeiture of that portion, or all, of the Employer Matching Contributions (as adjusted for income and loss) and any forfeitures of Employer contributions that were allocated to the Participant's Account (as adjusted for income and loss), as is necessary to ensure compliance with Section 6.1. Any amounts distributed or returned to the Participant under (a) or (b) above shall be disregarded for purposes of the Actual Deferral Percentage Test and for purposes of the Actual Contribution Percentage Test. -31-

Any amounts forfeited under this Section 6.2 shall be held in a suspense account and shall be applied, subject to Section 6.1, toward funding the Employer Matching Contributions for the next succeeding Plan Year. Such application shall be made prior to any Employing Company contributions and prior to any Employer Matching Contributions that would constitute Annual Additions. No income or investment gains and losses shall be allocated to the suspense account provided for under this Section 6.2. If any amount remains in a suspense account provided for under this Section 6.2 upon termination of this Plan, such amount will revert to the Employing Companies notwithstanding any other provision of this Plan. 6.3 Combination of Plans. Notwithstanding any provisions contained herein to the contrary, in the event that a Participant participates in a defined contribution plan or defined benefit plan required to be aggregated with this Plan under Code Section 415(g) and the sum of the Defined Contribution Plan Fraction and Defined Benefit Plan Fraction with respect to a Participant exceeds the limitations contained in Section 6.1(b), corrective adjustments (a) for an Employee shall not be made under this Plan until made under such other defined benefit plan and (b) for a former employee shall not be made under this Plan until the corrective adjustments have been made under such other defined contribution plan and defined benefit plan. If an Employee participates in more than one defined contribution plan maintained by an Affiliated Employer and his Annual Additions exceed the limitations of Section 6.1(a), corrective adjustments shall be made first under this Plan and then, to the extent necessary, under such other defined contribution plan. -32-

ARTICLE VII SUSPENSION OF CONTRIBUTIONS

Any amounts forfeited under this Section 6.2 shall be held in a suspense account and shall be applied, subject to Section 6.1, toward funding the Employer Matching Contributions for the next succeeding Plan Year. Such application shall be made prior to any Employing Company contributions and prior to any Employer Matching Contributions that would constitute Annual Additions. No income or investment gains and losses shall be allocated to the suspense account provided for under this Section 6.2. If any amount remains in a suspense account provided for under this Section 6.2 upon termination of this Plan, such amount will revert to the Employing Companies notwithstanding any other provision of this Plan. 6.3 Combination of Plans. Notwithstanding any provisions contained herein to the contrary, in the event that a Participant participates in a defined contribution plan or defined benefit plan required to be aggregated with this Plan under Code Section 415(g) and the sum of the Defined Contribution Plan Fraction and Defined Benefit Plan Fraction with respect to a Participant exceeds the limitations contained in Section 6.1(b), corrective adjustments (a) for an Employee shall not be made under this Plan until made under such other defined benefit plan and (b) for a former employee shall not be made under this Plan until the corrective adjustments have been made under such other defined contribution plan and defined benefit plan. If an Employee participates in more than one defined contribution plan maintained by an Affiliated Employer and his Annual Additions exceed the limitations of Section 6.1(a), corrective adjustments shall be made first under this Plan and then, to the extent necessary, under such other defined contribution plan. -32-

ARTICLE VII SUSPENSION OF CONTRIBUTIONS 7.1 Suspension of Contributions. A Participant may (on a prospective basis) voluntarily suspend the Elective Employer Contributions made on his behalf and his Voluntary Participant Contributions in accordance with the procedures established by the Committee. Such suspension shall be effective as soon as practicable after it is made. Whenever Elective Employer Contributions made on a Participant's behalf and Voluntary Participant Contributions are suspended, Employer Matching Contributions shall also be suspended. 7.2 Resumption of Contributions. A Participant may terminate prospectively any such suspension in accordance with the procedures established by the Committee. Such resumption of contributions shall be effective as soon as practicable after the election to terminate prospectively the suspension is made. There shall be no make up of any contributions by a Participant or by an Employing Company with respect to a period of suspension. -33-

ARTICLE VIII INVESTMENT OF PARTICIPANTS' CONTRIBUTIONS 8.1 Investment Funds. Elective Employer Contributions and Voluntary Participant Contributions which are paid to the Trustee shall be added to such one or more of the Investment Funds constituting part of the Trust Fund and in such proportions and amounts as may be determined in accordance with this Article VIII. The Investment Funds shall be selected from time to time by the Pension Fund Investment Review Committee of the Southern Company System. Such Investment Funds shall include the: "Company Stock Fund", which shall be invested and reinvested in Common Stock, provided that funds applicable to the purchase of Common Stock pending investment of such funds may be temporarily invested in short-term United States Government obligations, other obligations guaranteed by the United States Government, or commercial paper and, if the Trustee so determines, may be transferred to money market funds utilized by the Trustee for qualified employee benefit trusts. 8.2 Investment of Participant Contributions. Each Participant shall direct, at the time he elects to participate in the Plan and at such other times as may be directed by the Committee, that his Account (other than Employer

ARTICLE VII SUSPENSION OF CONTRIBUTIONS 7.1 Suspension of Contributions. A Participant may (on a prospective basis) voluntarily suspend the Elective Employer Contributions made on his behalf and his Voluntary Participant Contributions in accordance with the procedures established by the Committee. Such suspension shall be effective as soon as practicable after it is made. Whenever Elective Employer Contributions made on a Participant's behalf and Voluntary Participant Contributions are suspended, Employer Matching Contributions shall also be suspended. 7.2 Resumption of Contributions. A Participant may terminate prospectively any such suspension in accordance with the procedures established by the Committee. Such resumption of contributions shall be effective as soon as practicable after the election to terminate prospectively the suspension is made. There shall be no make up of any contributions by a Participant or by an Employing Company with respect to a period of suspension. -33-

ARTICLE VIII INVESTMENT OF PARTICIPANTS' CONTRIBUTIONS 8.1 Investment Funds. Elective Employer Contributions and Voluntary Participant Contributions which are paid to the Trustee shall be added to such one or more of the Investment Funds constituting part of the Trust Fund and in such proportions and amounts as may be determined in accordance with this Article VIII. The Investment Funds shall be selected from time to time by the Pension Fund Investment Review Committee of the Southern Company System. Such Investment Funds shall include the: "Company Stock Fund", which shall be invested and reinvested in Common Stock, provided that funds applicable to the purchase of Common Stock pending investment of such funds may be temporarily invested in short-term United States Government obligations, other obligations guaranteed by the United States Government, or commercial paper and, if the Trustee so determines, may be transferred to money market funds utilized by the Trustee for qualified employee benefit trusts. 8.2 Investment of Participant Contributions. Each Participant shall direct, at the time he elects to participate in the Plan and at such other times as may be directed by the Committee, that his Account (other than Employer Matching Contributions) be invested in one or more of the Investment Funds, provided such investments are made in one-percent (1%) increments. 8.3 Investment of Earnings. Interest, dividends, if any, and other distributions received by the Trustee with respect to an Investment Fund shall be invested in such Investment Fund. 8.4 Transfer of Assets between Funds. A Participant may direct in accordance with the provisions of this Section 8.4 and such procedures established by the Committee that all of his interest in an Investment Fund or Funds attributable to amounts in his Account (other than Employer Matching Contributions) or any portion of such amount (expressed in number of shares, whole dollar amounts, or one-percent (1%) increments) to the credit of his Account be transferred and invested by the Trustee as of such date in any other Investment Fund as designated by the Participant. Such direction shall be effective as soon as practicable after it is made. 8.5 Change in Investment Direction. Any investment direction given by a Participant shall continue in effect until changed by the Participant. A Participant may change his investment direction as to the future contributions and allocations to his Account (other than Employer Matching Contributions) in -34-

accordance with the procedures established by the Committee, and such direction shall be effective as soon as practicable after it is made.

ARTICLE VIII INVESTMENT OF PARTICIPANTS' CONTRIBUTIONS 8.1 Investment Funds. Elective Employer Contributions and Voluntary Participant Contributions which are paid to the Trustee shall be added to such one or more of the Investment Funds constituting part of the Trust Fund and in such proportions and amounts as may be determined in accordance with this Article VIII. The Investment Funds shall be selected from time to time by the Pension Fund Investment Review Committee of the Southern Company System. Such Investment Funds shall include the: "Company Stock Fund", which shall be invested and reinvested in Common Stock, provided that funds applicable to the purchase of Common Stock pending investment of such funds may be temporarily invested in short-term United States Government obligations, other obligations guaranteed by the United States Government, or commercial paper and, if the Trustee so determines, may be transferred to money market funds utilized by the Trustee for qualified employee benefit trusts. 8.2 Investment of Participant Contributions. Each Participant shall direct, at the time he elects to participate in the Plan and at such other times as may be directed by the Committee, that his Account (other than Employer Matching Contributions) be invested in one or more of the Investment Funds, provided such investments are made in one-percent (1%) increments. 8.3 Investment of Earnings. Interest, dividends, if any, and other distributions received by the Trustee with respect to an Investment Fund shall be invested in such Investment Fund. 8.4 Transfer of Assets between Funds. A Participant may direct in accordance with the provisions of this Section 8.4 and such procedures established by the Committee that all of his interest in an Investment Fund or Funds attributable to amounts in his Account (other than Employer Matching Contributions) or any portion of such amount (expressed in number of shares, whole dollar amounts, or one-percent (1%) increments) to the credit of his Account be transferred and invested by the Trustee as of such date in any other Investment Fund as designated by the Participant. Such direction shall be effective as soon as practicable after it is made. 8.5 Change in Investment Direction. Any investment direction given by a Participant shall continue in effect until changed by the Participant. A Participant may change his investment direction as to the future contributions and allocations to his Account (other than Employer Matching Contributions) in -34-

accordance with the procedures established by the Committee, and such direction shall be effective as soon as practicable after it is made. 8.6 Section 404(c) Plan. This Plan is intended to be a plan described in ERISA Section 404(c) and shall be interpreted in accordance with Department of Labor Regulations Section 1.404c-1, which is incorporated herein by this reference. The Committee shall take such actions as it deems necessary or appropriate in its discretion to cause the Plan to comply with such requirements, including, but not limited to, providing Participants with the right to request and receive written confirmation of their investment instructions. Further, the Committee shall take such actions as it deems necessary or appropriate in its discretion (a) to ensure that confidentiality procedures with respect to a Participant's ownership of Common Stock and the exercise of ownership rights with respect to such Common Stock are adequate and utilized, and (b) to appoint an independent fiduciary to carry out such actions as the Committee determines involve the potential for undue influence on Participants with regard to the direct or indirect exercise of shareholder rights with respect to Common Stock. -35-

ARTICLE IX MAINTENANCE AND VALUATION OF PARTICIPANTS' ACCOUNTS

accordance with the procedures established by the Committee, and such direction shall be effective as soon as practicable after it is made. 8.6 Section 404(c) Plan. This Plan is intended to be a plan described in ERISA Section 404(c) and shall be interpreted in accordance with Department of Labor Regulations Section 1.404c-1, which is incorporated herein by this reference. The Committee shall take such actions as it deems necessary or appropriate in its discretion to cause the Plan to comply with such requirements, including, but not limited to, providing Participants with the right to request and receive written confirmation of their investment instructions. Further, the Committee shall take such actions as it deems necessary or appropriate in its discretion (a) to ensure that confidentiality procedures with respect to a Participant's ownership of Common Stock and the exercise of ownership rights with respect to such Common Stock are adequate and utilized, and (b) to appoint an independent fiduciary to carry out such actions as the Committee determines involve the potential for undue influence on Participants with regard to the direct or indirect exercise of shareholder rights with respect to Common Stock. -35-

ARTICLE IX MAINTENANCE AND VALUATION OF PARTICIPANTS' ACCOUNTS 9.1 Establishment of Accounts.

ARTICLE IX MAINTENANCE AND VALUATION OF PARTICIPANTS' ACCOUNTS 9.1 Establishment of Accounts. (a) An Account shall be established for each Participant. In addition, subaccounts shall be established for each Participant to reflect all Elective Employer Contributions, Voluntary Participant Contributions, Employer Matching Contributions and rollover contributions from the SEPCO Plan (and the earnings and/or losses on each subaccount). Each Participant will be furnished a statement of his Account at least annually and upon any distribution. (b) Effective as of January 1, 1993, the Committee shall also establish a subaccount known as a Participant's SEPCO Transferred Account to reflect the Participant's interest in the Plan resulting from the merger of the SEPCO Plan into this Plan effective as of January 1, 1993. To the extent that a Participant's Salary Deferral Account, Employer Contribution Account, and Rollover Account (as those terms were defined under the SEPCO Plan), were transferred to this Plan from the SEPCO Plan, such accounts shall retain their character as participant deferral, employer, or rollover contributions, respectively, and the Committee shall establish and maintain such bookkeeping accounts as it deems necessary to account for such contributions, and any subsequent earnings or losses attributable thereto, under this Plan. 9.2 Valuation of Investment Funds. A Participant's Account in respect of his interest in each Investment Fund shall be credited or charged, as the case may be, as of each Valuation Date with the dividends, income, gains, appreciation, losses, depreciation, forfeitures, expenses, and other transactions with respect to such Investment Fund for the Valuation Date as of which such credit or charge accrued. Such credits or charges to a Participant's Account shall be made in such proportions and by such method or formula as shall be deemed by the Committee to be necessary or appropriate to account for each Participant's proportionate beneficial interest in the Trust Fund in respect of his interest in each Investment Fund. Investments of each Investment Fund shall be valued at their fair market values as of each Valuation Date as determined by the Trustee, and such valuation shall conclusively establish such value. 9.3 Rights in Investment Funds. Nothing contained in this Article IX shall be deemed to give any Participant any interest in any specific property in any Investment Fund or any interest, other than the right to receive payments or distributions in accordance -36-

with the Plan or the right to instruct the Trustee how to vote Common Stock as provided in Section 14.3. -37-

ARTICLE X VESTING 10.1 Vesting. The amount to the credit of a Participant's Account shall at all times be fully vested and nonforfeitable. -38-

ARTICLE XI WITHDRAWALS AND LOANS PRIOR TO TERMINATION OF EMPLOYMENT 11.1 Withdrawals by Participants.

with the Plan or the right to instruct the Trustee how to vote Common Stock as provided in Section 14.3. -37-

ARTICLE X VESTING 10.1 Vesting. The amount to the credit of a Participant's Account shall at all times be fully vested and nonforfeitable. -38-

ARTICLE XI WITHDRAWALS AND LOANS PRIOR TO TERMINATION OF EMPLOYMENT 11.1 Withdrawals by Participants. (a) Subject to the provisions of this Section 11.1 and Sections 11.2 through 11.6, a Participant may make withdrawals from his Account (other than amounts credited to his SEPCO Transferred Account) during his employment with an Affiliated Employer effective as of any Valuation Date in the order of priority listed below: (1) All or a portion of the value of his Account attributable to Voluntary Participant Contributions (not including any earnings or appreciation thereon) made prior to January 1, 1987; (2) All amounts described above, plus all or a portion of the value of his Account attributable to Voluntary Participant Contributions, plus a ratable portion of the earnings and/or appreciation on Voluntary Participant Contributions; (3) All amounts described above, plus up to fifty percent (50%) of the value of his Account attributable to Employer Matching Contributions (including earnings and appreciation thereon) allocated to his Account; provided, however, that said Participant shall have participated in the Plan for not less than sixty (60) months at the time of the withdrawal; (4)(A) For Participants who have not attained age 59 1/2, all amounts described above, plus all or a portion of the value of his Account attributable to Elective Employer Contributions (not including any earnings or appreciation thereon for Plan Years beginning after December 31, 1988); and (B) For Participants who have attained age 59 1/2, all amounts described above, plus all or a portion of the value of his Account attributable to any earnings or appreciation on Elective Employer Contributions. (b) Withdrawals from a Participant's SEPCO Transferred Account shall be made in accordance with Article XVIII. -39-

11.2 Notice of Withdrawal. Notice of withdrawal must be given by a Participant in accordance with the procedures established by the Committee, and if such withdrawal would constitute an eligible rollover distribution (within the meaning of Code Section 402(c)(4)), the consent and notice requirements of Section 12.10 must be satisfied. Payment of a withdrawal shall be made as soon as practicable and in accordance with Section 12.10, if applicable. 11.3 Form of Withdrawal. All distributions under this Article XI shall be made in the form of cash, provided that with respect to any distribution which is attributable to Common Stock the Participant shall have the right to

ARTICLE X VESTING 10.1 Vesting. The amount to the credit of a Participant's Account shall at all times be fully vested and nonforfeitable. -38-

ARTICLE XI WITHDRAWALS AND LOANS PRIOR TO TERMINATION OF EMPLOYMENT 11.1 Withdrawals by Participants. (a) Subject to the provisions of this Section 11.1 and Sections 11.2 through 11.6, a Participant may make withdrawals from his Account (other than amounts credited to his SEPCO Transferred Account) during his employment with an Affiliated Employer effective as of any Valuation Date in the order of priority listed below: (1) All or a portion of the value of his Account attributable to Voluntary Participant Contributions (not including any earnings or appreciation thereon) made prior to January 1, 1987; (2) All amounts described above, plus all or a portion of the value of his Account attributable to Voluntary Participant Contributions, plus a ratable portion of the earnings and/or appreciation on Voluntary Participant Contributions; (3) All amounts described above, plus up to fifty percent (50%) of the value of his Account attributable to Employer Matching Contributions (including earnings and appreciation thereon) allocated to his Account; provided, however, that said Participant shall have participated in the Plan for not less than sixty (60) months at the time of the withdrawal; (4)(A) For Participants who have not attained age 59 1/2, all amounts described above, plus all or a portion of the value of his Account attributable to Elective Employer Contributions (not including any earnings or appreciation thereon for Plan Years beginning after December 31, 1988); and (B) For Participants who have attained age 59 1/2, all amounts described above, plus all or a portion of the value of his Account attributable to any earnings or appreciation on Elective Employer Contributions. (b) Withdrawals from a Participant's SEPCO Transferred Account shall be made in accordance with Article XVIII. -39-

11.2 Notice of Withdrawal. Notice of withdrawal must be given by a Participant in accordance with the procedures established by the Committee, and if such withdrawal would constitute an eligible rollover distribution (within the meaning of Code Section 402(c)(4)), the consent and notice requirements of Section 12.10 must be satisfied. Payment of a withdrawal shall be made as soon as practicable and in accordance with Section 12.10, if applicable. 11.3 Form of Withdrawal. All distributions under this Article XI shall be made in the form of cash, provided that with respect to any distribution which is attributable to Common Stock the Participant shall have the right to demand that such portion of the distribution be made in the form of Common Stock to the extent of the whole number of shares of Common Stock in his Account. Such demand must be made in accordance with the procedures established by the Committee. 11.4 Minimum Withdrawal. No distribution under this Article XI shall be permitted in an amount which has a

ARTICLE XI WITHDRAWALS AND LOANS PRIOR TO TERMINATION OF EMPLOYMENT 11.1 Withdrawals by Participants. (a) Subject to the provisions of this Section 11.1 and Sections 11.2 through 11.6, a Participant may make withdrawals from his Account (other than amounts credited to his SEPCO Transferred Account) during his employment with an Affiliated Employer effective as of any Valuation Date in the order of priority listed below: (1) All or a portion of the value of his Account attributable to Voluntary Participant Contributions (not including any earnings or appreciation thereon) made prior to January 1, 1987; (2) All amounts described above, plus all or a portion of the value of his Account attributable to Voluntary Participant Contributions, plus a ratable portion of the earnings and/or appreciation on Voluntary Participant Contributions; (3) All amounts described above, plus up to fifty percent (50%) of the value of his Account attributable to Employer Matching Contributions (including earnings and appreciation thereon) allocated to his Account; provided, however, that said Participant shall have participated in the Plan for not less than sixty (60) months at the time of the withdrawal; (4)(A) For Participants who have not attained age 59 1/2, all amounts described above, plus all or a portion of the value of his Account attributable to Elective Employer Contributions (not including any earnings or appreciation thereon for Plan Years beginning after December 31, 1988); and (B) For Participants who have attained age 59 1/2, all amounts described above, plus all or a portion of the value of his Account attributable to any earnings or appreciation on Elective Employer Contributions. (b) Withdrawals from a Participant's SEPCO Transferred Account shall be made in accordance with Article XVIII. -39-

11.2 Notice of Withdrawal. Notice of withdrawal must be given by a Participant in accordance with the procedures established by the Committee, and if such withdrawal would constitute an eligible rollover distribution (within the meaning of Code Section 402(c)(4)), the consent and notice requirements of Section 12.10 must be satisfied. Payment of a withdrawal shall be made as soon as practicable and in accordance with Section 12.10, if applicable. 11.3 Form of Withdrawal. All distributions under this Article XI shall be made in the form of cash, provided that with respect to any distribution which is attributable to Common Stock the Participant shall have the right to demand that such portion of the distribution be made in the form of Common Stock to the extent of the whole number of shares of Common Stock in his Account. Such demand must be made in accordance with the procedures established by the Committee. 11.4 Minimum Withdrawal. No distribution under this Article XI shall be permitted in an amount which has a value of less than $300, unless the value of the amount available under the selected option is less than $300, in which case such available amount will be distributed. 11.5 Source of Withdrawal. Withdrawals shall be made in accordance with the instructions of the Participant from each of the Investment Funds in which the amount to be distributed is invested. The value of the amount to be distributed under any option listed in Section 11.1 shall be determined as soon as practicable in accordance with the procedures established by the Committee. 11.6 Requirement of Hardship.

11.2 Notice of Withdrawal. Notice of withdrawal must be given by a Participant in accordance with the procedures established by the Committee, and if such withdrawal would constitute an eligible rollover distribution (within the meaning of Code Section 402(c)(4)), the consent and notice requirements of Section 12.10 must be satisfied. Payment of a withdrawal shall be made as soon as practicable and in accordance with Section 12.10, if applicable. 11.3 Form of Withdrawal. All distributions under this Article XI shall be made in the form of cash, provided that with respect to any distribution which is attributable to Common Stock the Participant shall have the right to demand that such portion of the distribution be made in the form of Common Stock to the extent of the whole number of shares of Common Stock in his Account. Such demand must be made in accordance with the procedures established by the Committee. 11.4 Minimum Withdrawal. No distribution under this Article XI shall be permitted in an amount which has a value of less than $300, unless the value of the amount available under the selected option is less than $300, in which case such available amount will be distributed. 11.5 Source of Withdrawal. Withdrawals shall be made in accordance with the instructions of the Participant from each of the Investment Funds in which the amount to be distributed is invested. The value of the amount to be distributed under any option listed in Section 11.1 shall be determined as soon as practicable in accordance with the procedures established by the Committee. 11.6 Requirement of Hardship. (a) Except as provided in (e) below, a withdrawal pursuant to Section 11.1(a)(4)(A), in addition to the other requirements of Article XI, shall be permitted only if the Committee determines that the withdrawal is to be made on account of an immediate and heavy financial need of the Participant, the amount of the withdrawal does not exceed such financial need, and the amount of the withdrawal is not reasonably available from other resources of the Participant. (b) For purposes of this Section 11.6, the following shall be deemed to be immediate and heavy financial needs: (1) medical expenses described in Section 213(d) of the Code, including but not limited to, expenses for -40-

(i) the diagnosis, cure, mitigation, treatment, or prevention of disease, or for the purpose of affecting any structure or function of the body; (ii) transportation primarily for and essential to such expenses referred to in (i) above; or (iii) insurance (including amounts paid as premiums under part B of Title XVIII of the Social Security Act) relating to medical expenses referred to in (i) or (ii) above, provided such expenses are incurred by the Participant, the Participant's spouse or any person whom the Participant may properly claim as a dependent on his federal income tax return or are necessary for such persons to obtain the medical care described above; or (2) Purchase (excluding mortgage payments) of a principal residence for the Participant; or (3) payment of tuition, related educational fees, and room and board expenses, for the next twelve (12) months of post-secondary education for the Participant, the Participant's spouse or child or children, or any person the Participant may properly claim as a dependent on his federal income tax return; or (4) The need to prevent eviction of the Participant from his principal residence or foreclosure on the mortgage of the Participant's principal residence; or (5) Any other need which the Commissioner of the Internal Revenue Service, through the publication of revenue rulings, notices, or other documents of general applicability, deems to be immediate and heavy. (c) For purposes of this Section 11.6, a withdrawal shall be deemed necessary to satisfy an immediate and heavy financial need if:

(i) the diagnosis, cure, mitigation, treatment, or prevention of disease, or for the purpose of affecting any structure or function of the body; (ii) transportation primarily for and essential to such expenses referred to in (i) above; or (iii) insurance (including amounts paid as premiums under part B of Title XVIII of the Social Security Act) relating to medical expenses referred to in (i) or (ii) above, provided such expenses are incurred by the Participant, the Participant's spouse or any person whom the Participant may properly claim as a dependent on his federal income tax return or are necessary for such persons to obtain the medical care described above; or (2) Purchase (excluding mortgage payments) of a principal residence for the Participant; or (3) payment of tuition, related educational fees, and room and board expenses, for the next twelve (12) months of post-secondary education for the Participant, the Participant's spouse or child or children, or any person the Participant may properly claim as a dependent on his federal income tax return; or (4) The need to prevent eviction of the Participant from his principal residence or foreclosure on the mortgage of the Participant's principal residence; or (5) Any other need which the Commissioner of the Internal Revenue Service, through the publication of revenue rulings, notices, or other documents of general applicability, deems to be immediate and heavy. (c) For purposes of this Section 11.6, a withdrawal shall be deemed necessary to satisfy an immediate and heavy financial need if: (1) the distribution is not in excess of the amount of the immediate and heavy financial need of the Participant, including any amounts necessary to pay any federal, state, or local income taxes or penalties reasonably anticipated to result from the distribution; (2) The Participant has obtained all distributions and all nontaxable loans currently available to him under all plans maintained by an Affiliated Employer; (3) The Participant agrees to suspend all elective employer contributions and voluntary participant contributions to all plans of an Affiliated Employer for -41-

at least twelve (12) months after receipt of the distribution under this Section 11.6; and (4) The Participant agrees not to make elective contributions to this Plan or any other plan sponsored by an Affiliated Employer during the Participant's taxable year immediately following the taxable year of the hardship distribution in excess of the Participant's applicable elective deferral limits under Section 402(g) of the Code for such taxable year less the amount for the taxable year of the hardship distribution. (d) When all suspensions pursuant to this Section 11.6 are ended, Elective Employer Contributions and/or Voluntary Participant Contributions may be resumed by the Participant (if the Participant is then eligible and elects to resume such contributions) beginning with the Participant's first payroll period commencing after all suspensions are ended, and Employer Matching Contributions by his Employing Company also shall be resumed. There shall be no make up of any contributions by a Participant or by an Employing Company with respect to a period of suspension. (e) Notwithstanding (a) above, if a Participant has attained age 59 1/2, he shall be permitted to make a withdrawal pursuant to Section 11.1(a)(4)(B), even if such withdrawal is not on account of hardship. 11.7 Loans to Participants. (a) The Committee may, in its sole discretion, direct the Trustee to make a loan or loans from the Trust Fund to any Participant (other than a Participant with an existing Plan loan in arrears) (1) who is an Employee on the active payroll of an

at least twelve (12) months after receipt of the distribution under this Section 11.6; and (4) The Participant agrees not to make elective contributions to this Plan or any other plan sponsored by an Affiliated Employer during the Participant's taxable year immediately following the taxable year of the hardship distribution in excess of the Participant's applicable elective deferral limits under Section 402(g) of the Code for such taxable year less the amount for the taxable year of the hardship distribution. (d) When all suspensions pursuant to this Section 11.6 are ended, Elective Employer Contributions and/or Voluntary Participant Contributions may be resumed by the Participant (if the Participant is then eligible and elects to resume such contributions) beginning with the Participant's first payroll period commencing after all suspensions are ended, and Employer Matching Contributions by his Employing Company also shall be resumed. There shall be no make up of any contributions by a Participant or by an Employing Company with respect to a period of suspension. (e) Notwithstanding (a) above, if a Participant has attained age 59 1/2, he shall be permitted to make a withdrawal pursuant to Section 11.1(a)(4)(B), even if such withdrawal is not on account of hardship. 11.7 Loans to Participants. (a) The Committee may, in its sole discretion, direct the Trustee to make a loan or loans from the Trust Fund to any Participant (other than a Participant with an existing Plan loan in arrears) (1) who is an Employee on the active payroll of an Employing Company or is a cooperative education employee, (2) who is receiving long-term disability payments under a plan maintained by his Employing Company, (3) who is on a leave of absence authorized by his Employing Company, or (4) who is a party in interest as defined in Section 3(14) of ERISA. All loan applications shall be made in accordance with the procedures established by the Committee, which shall form a part of this Plan. Such procedures shall establish the terms and conditions of loans under the Plan, including the events constituting default, and shall be consistent with the provisions of this Section 11.7. (b) The total amount of all loans outstanding to any one Participant under all qualified plans maintained by an Affiliated Employer shall not exceed the lesser of (1) $50,000, reduced by the excess of the highest outstanding balance of loans from all qualified plans maintained by an -42-

Affiliated Employer during the twelve-month period ending on the day before a loan is made, over the outstanding balance of any loans to the Participant from all qualified plans maintained by an Affiliated Employer on the date the loan is made, or (2) fifty percent (50%) of such Participant's Account as of the Valuation Date coinciding with or next following the date the loan application is made. The minimum amount of any loan shall not equal less than $1,000. (c) The Participant requesting a loan pursuant to this Section 11.7 shall designate the order of priority of Investment Fund(s) from which the principal amount of the loan shall be obtained. (d) The Committee shall adopt and follow uniform and nondiscriminatory procedures in making loans under this Plan to make certain that such loans (1) are available to all Participants on a reasonably equivalent basis, (2) are not made available to Highly Compensated Employees, officers, or shareholders in an amount greater than the amount made available to other Participants, (3) bear a reasonable rate of interest, and (4) are adequately secured. The repayment of such loans by any Participant who is an Employee on the active payroll of an Employing Company shall be made through payroll deduction. The minimum amount of any loan repayment shall not equal less than $20.00, and such repayment shall extend for a period certain of at least twelve (12) months (unless repaid in full), but not to exceed fifty-eight (58) months, expressed in any number of whole months (including the month the loan is made). The term of any loan may be for a period certain of more than fifty-eight (58) months, but not to exceed fifteen (15) years, only if the proceeds of such loan are used to acquire any

Affiliated Employer during the twelve-month period ending on the day before a loan is made, over the outstanding balance of any loans to the Participant from all qualified plans maintained by an Affiliated Employer on the date the loan is made, or (2) fifty percent (50%) of such Participant's Account as of the Valuation Date coinciding with or next following the date the loan application is made. The minimum amount of any loan shall not equal less than $1,000. (c) The Participant requesting a loan pursuant to this Section 11.7 shall designate the order of priority of Investment Fund(s) from which the principal amount of the loan shall be obtained. (d) The Committee shall adopt and follow uniform and nondiscriminatory procedures in making loans under this Plan to make certain that such loans (1) are available to all Participants on a reasonably equivalent basis, (2) are not made available to Highly Compensated Employees, officers, or shareholders in an amount greater than the amount made available to other Participants, (3) bear a reasonable rate of interest, and (4) are adequately secured. The repayment of such loans by any Participant who is an Employee on the active payroll of an Employing Company shall be made through payroll deduction. The minimum amount of any loan repayment shall not equal less than $20.00, and such repayment shall extend for a period certain of at least twelve (12) months (unless repaid in full), but not to exceed fifty-eight (58) months, expressed in any number of whole months (including the month the loan is made). The term of any loan may be for a period certain of more than fifty-eight (58) months, but not to exceed fifteen (15) years, only if the proceeds of such loan are used to acquire any dwelling used or, within a reasonable period of time, to be used as the principal residence of the Participant. (e) The Committee shall direct the Trustee to obtain from the Participant such note and adequate security as it may require. All loans made pursuant to this Section 11.7 shall be secured by the Participant's Account, and no other types of collateral may be used to secure a loan from the Plan. Notwithstanding the provisions of Section 17.2, if a Participant defaults on a loan under the Plan or if the Participant's employment terminates prior to full repayment thereof, in addition to any other remedy provided in the loan instruments or by law, the Committee may direct the Trustee to charge against that portion of the Participant's Account which secures the loan the amount required to fully repay the loan. Under no circumstances, however, shall any unpaid loan be charged against a Participant's Account until permitted by applicable law. This Section authorizes only the making of -43-

bona fide loans and not distributions, and before resort is made against a Participant's Account for his failure to repay any loan, such other reasonable efforts to collect the same shall be made by the Committee as it deems reasonable and practical under the circumstances. (f) No distribution shall be made to any Participant unless and until all unpaid loans to such Participant have either been paid in full or deducted from the Participant's Account. (g) All loans made under this Section 11.7 shall be considered earmarked investments of the Participant's Account, and any repayment of principal and interest shall be reinvested in accordance with the Participant's investment direction in effect on the date of such repayment pursuant to Article VIII of the Plan. -44-

ARTICLE XII DISTRIBUTION TO PARTICIPANTS 12.1 Distribution upon Retirement. (a) Subject to the provisions of Article XVIII, if a Participant's employment with the Affiliated Employers is terminated as a result of his retirement pursuant to the defined benefit pension plan of an Affiliated Employer, the entire balance credited to his Account shall be payable to him in the manner set forth in this Section 12.1 at such time requested by the Participant pursuant to Section 12.6 and in accordance with the procedures established by

bona fide loans and not distributions, and before resort is made against a Participant's Account for his failure to repay any loan, such other reasonable efforts to collect the same shall be made by the Committee as it deems reasonable and practical under the circumstances. (f) No distribution shall be made to any Participant unless and until all unpaid loans to such Participant have either been paid in full or deducted from the Participant's Account. (g) All loans made under this Section 11.7 shall be considered earmarked investments of the Participant's Account, and any repayment of principal and interest shall be reinvested in accordance with the Participant's investment direction in effect on the date of such repayment pursuant to Article VIII of the Plan. -44-

ARTICLE XII DISTRIBUTION TO PARTICIPANTS 12.1 Distribution upon Retirement. (a) Subject to the provisions of Article XVIII, if a Participant's employment with the Affiliated Employers is terminated as a result of his retirement pursuant to the defined benefit pension plan of an Affiliated Employer, the entire balance credited to his Account shall be payable to him in the manner set forth in this Section 12.1 at such time requested by the Participant pursuant to Section 12.6 and in accordance with the procedures established by the Committee. The distribution shall commence as soon as practicable after the Valuation Date selected by the Participant in one of the following ways: (1) In a single lump sum distribution; or (2) In annual installments not to exceed twenty (20), as selected by the Participant, or the Participant's life expectancy. The amount of cash and/or the number of shares of Common Stock in each installment shall be equal to the proportionate value as of each Valuation Date immediately preceding payment of the balance then to the credit of the Participant in his Account determined by dividing the amount credited to his Account as of such Valuation Date by the number of payments remaining to be made. If a Participant who is receiving installment payments shall establish to the satisfaction of the Committee, in accordance with principles and procedures established by the Committee which are applicable to all persons similarly situated, that a financial emergency exists in his affairs, such as illness or accident to the Participant or a member of his immediate family or other similar contingency, the Committee may, for the purpose of alleviating such emergency, accelerate the time of payment of some or all of the remaining installments. If a Participant dies before receiving all of the amount to the credit of his Account in accordance with this paragraph (2), the amount remaining to the credit of his Account at his death shall be distributed to his Beneficiary as soon as practicable in accordance with Section 12.4. (b) Notwithstanding a Participant's election to defer the receipt of the benefits under (a) above, the Committee shall direct payment in a single lump sum to such Participant if the balance of his Account does not exceed $3,500 in -45-

accordance with the requirements of Code Section 411(a)(11). The Committee shall not cash-out any Participant whose Account balance exceeds $3,500 without the written consent of the Participant. 12.2 Distribution upon Disability. If a Participant's employment with the Affiliated Employers is terminated prior to his Normal Retirement Date by reason of his total and permanent disability, as determined by the Social Security Administration and evidenced in a writing provided to the Committee, such disabled Participant shall be

ARTICLE XII DISTRIBUTION TO PARTICIPANTS 12.1 Distribution upon Retirement. (a) Subject to the provisions of Article XVIII, if a Participant's employment with the Affiliated Employers is terminated as a result of his retirement pursuant to the defined benefit pension plan of an Affiliated Employer, the entire balance credited to his Account shall be payable to him in the manner set forth in this Section 12.1 at such time requested by the Participant pursuant to Section 12.6 and in accordance with the procedures established by the Committee. The distribution shall commence as soon as practicable after the Valuation Date selected by the Participant in one of the following ways: (1) In a single lump sum distribution; or (2) In annual installments not to exceed twenty (20), as selected by the Participant, or the Participant's life expectancy. The amount of cash and/or the number of shares of Common Stock in each installment shall be equal to the proportionate value as of each Valuation Date immediately preceding payment of the balance then to the credit of the Participant in his Account determined by dividing the amount credited to his Account as of such Valuation Date by the number of payments remaining to be made. If a Participant who is receiving installment payments shall establish to the satisfaction of the Committee, in accordance with principles and procedures established by the Committee which are applicable to all persons similarly situated, that a financial emergency exists in his affairs, such as illness or accident to the Participant or a member of his immediate family or other similar contingency, the Committee may, for the purpose of alleviating such emergency, accelerate the time of payment of some or all of the remaining installments. If a Participant dies before receiving all of the amount to the credit of his Account in accordance with this paragraph (2), the amount remaining to the credit of his Account at his death shall be distributed to his Beneficiary as soon as practicable in accordance with Section 12.4. (b) Notwithstanding a Participant's election to defer the receipt of the benefits under (a) above, the Committee shall direct payment in a single lump sum to such Participant if the balance of his Account does not exceed $3,500 in -45-

accordance with the requirements of Code Section 411(a)(11). The Committee shall not cash-out any Participant whose Account balance exceeds $3,500 without the written consent of the Participant. 12.2 Distribution upon Disability. If a Participant's employment with the Affiliated Employers is terminated prior to his Normal Retirement Date by reason of his total and permanent disability, as determined by the Social Security Administration and evidenced in a writing provided to the Committee, such disabled Participant shall be entitled to receive the entire value credited to his Account at such time as requested by the Participant or such legal representative pursuant to Section 12.6 and in accordance with the procedures established by the Committee. Any distribution pursuant to this Section 12.2 shall be made in a single lump sum as soon as practicable after the selected Valuation Date. Notwithstanding the foregoing, the Committee shall direct payment in a single lump sum to such Participant or his legal representative if the balance of such Participant's Account does not exceed $3,500 in accordance with the requirements of Code Section 411(a)(11). 12.3 Distribution upon Death. If a Participant's employment with the Affiliated Employers is terminated by reason of death, the entire balance credited to the Participant's Account shall be distributed as soon as practicable to the Participant's surviving Beneficiary or Beneficiaries in a lump sum. 12.4 Designation of Beneficiary in the Event of Death. A Participant may designate a Beneficiary or Beneficiaries

accordance with the requirements of Code Section 411(a)(11). The Committee shall not cash-out any Participant whose Account balance exceeds $3,500 without the written consent of the Participant. 12.2 Distribution upon Disability. If a Participant's employment with the Affiliated Employers is terminated prior to his Normal Retirement Date by reason of his total and permanent disability, as determined by the Social Security Administration and evidenced in a writing provided to the Committee, such disabled Participant shall be entitled to receive the entire value credited to his Account at such time as requested by the Participant or such legal representative pursuant to Section 12.6 and in accordance with the procedures established by the Committee. Any distribution pursuant to this Section 12.2 shall be made in a single lump sum as soon as practicable after the selected Valuation Date. Notwithstanding the foregoing, the Committee shall direct payment in a single lump sum to such Participant or his legal representative if the balance of such Participant's Account does not exceed $3,500 in accordance with the requirements of Code Section 411(a)(11). 12.3 Distribution upon Death. If a Participant's employment with the Affiliated Employers is terminated by reason of death, the entire balance credited to the Participant's Account shall be distributed as soon as practicable to the Participant's surviving Beneficiary or Beneficiaries in a lump sum. 12.4 Designation of Beneficiary in the Event of Death. A Participant may designate a Beneficiary or Beneficiaries (who may be designated contingently) to receive all or part of the amount credited to his Account in case of his death before his receipt of all of his benefits under the Plan, provided that the Beneficiary of a married Participant shall be the Participant's Surviving Spouse, unless such Surviving Spouse shall consent in a writing witnessed by a notary public, which writing acknowledges the effect of the Participant's designation of a Beneficiary other than such Surviving Spouse. However, if such Participant establishes to the satisfaction of the Committee that such written consent may not be obtained because the Surviving Spouse cannot be located or because of such other circumstances as the Secretary of the Treasury may by regulations prescribe, a designation by such Participant without the consent of the Surviving Spouse shall be valid. Any consent necessary under this Section 12.4 shall be valid and effective only with respect to the Surviving Spouse who signs the consent or, in the event of a deemed consent, only with respect to a designated Surviving Spouse. -46-

A designation of Beneficiary may be revoked by the Participant without the consent of any Beneficiary (or the Participant's Surviving Spouse) at any time before the commencement of the distribution of benefits. A Beneficiary designation or change or revocation of a Beneficiary designation shall be made in accordance with the procedures established by the Committee. If no designated Beneficiary shall be living at the death of the Participant and/or such Participant's Beneficiary designation is not valid and enforceable under applicable law or the procedures of the Committee, such Participant's Beneficiary of Beneficiaries shall be the person or persons in the first of the following classes of successive preference, if then living: (a) the Participant's spouse on the date of his death, (b) the Participant's children, equally, (c) the Participant's parents, equally, (d) the Participant's brothers and sisters, equally, or (e) the Participant's executors or administrators. Payment to such one or more persons shall completely discharge the Plan and the Trustee with respect to the amount so paid.

A designation of Beneficiary may be revoked by the Participant without the consent of any Beneficiary (or the Participant's Surviving Spouse) at any time before the commencement of the distribution of benefits. A Beneficiary designation or change or revocation of a Beneficiary designation shall be made in accordance with the procedures established by the Committee. If no designated Beneficiary shall be living at the death of the Participant and/or such Participant's Beneficiary designation is not valid and enforceable under applicable law or the procedures of the Committee, such Participant's Beneficiary of Beneficiaries shall be the person or persons in the first of the following classes of successive preference, if then living: (a) the Participant's spouse on the date of his death, (b) the Participant's children, equally, (c) the Participant's parents, equally, (d) the Participant's brothers and sisters, equally, or (e) the Participant's executors or administrators. Payment to such one or more persons shall completely discharge the Plan and the Trustee with respect to the amount so paid. 12.5 Distribution upon Termination of Employment. (a) If a Participant's employment with the Affiliated Employers is terminated for any reason other than in accordance with Sections 12.1, 12.2, and 12.3, the balance to the credit of the Participant's Account shall be distributed in a single lump sum. Such distribution shall be made as soon as practicable after the Participant's termination of employment, provided that one of the following conditions is met: (1) the Participant's Account Balance does not exceed $3,500 in accordance with Code Section 411(a)(11), or (2) in accordance with Section 12.10, the Participant elects to receive a distribution of his Account. (b) A Participant who does not receive a distribution under Section 12.5(a)(1) may elect to defer the commencement of the distribution of his Account following the termination of his employment until a later Valuation Date, provided that such distribution shall commence not later than the date -47-

required under Section 12.6 of the Plan. Any deferred distribution shall commence as soon as practicable after the Valuation Date selected by the Participant. 12.6 Commencement of Benefits. (a) Notwithstanding any other provision of the Plan, and except as further provided in Section 12.6(b) below, if the Participant does not elect to defer commencement of his benefit payments, the payment of his benefits shall begin at the Participant's election no later than the sixtieth (60th) day after the close of the Plan Year in which the latest of the following events occurs: (1) the Participant attains the earlier of age sixty-five (65) or his Normal Retirement Date, (2) the Participant's tenth (10th) anniversary of participation under the Plan, or (3) the Participant's separation from service with the Affiliated Employers.

required under Section 12.6 of the Plan. Any deferred distribution shall commence as soon as practicable after the Valuation Date selected by the Participant. 12.6 Commencement of Benefits. (a) Notwithstanding any other provision of the Plan, and except as further provided in Section 12.6(b) below, if the Participant does not elect to defer commencement of his benefit payments, the payment of his benefits shall begin at the Participant's election no later than the sixtieth (60th) day after the close of the Plan Year in which the latest of the following events occurs: (1) the Participant attains the earlier of age sixty-five (65) or his Normal Retirement Date, (2) the Participant's tenth (10th) anniversary of participation under the Plan, or (3) the Participant's separation from service with the Affiliated Employers. (b) In no event shall the distribution of amounts in a Participant's Account commence later than the April 1 of the calendar year following the calendar year in which the Participant attains age 70 1/2, in accordance with regulations prescribed by the Secretary of the Treasury. The foregoing requirements in this Section 12.6(b) shall not be applied to restrict the implementation of any written designation given to the Committee by a Participant prior to January 1, 1984, with regard to the method of distribution of his Account, if such method was permissible under the Plan and Code prior to January 1, 1984. Any distribution made under this Plan shall be made in accordance with the minimum distribution requirements of Code Section 401(a)(9), including the incidental death benefits requirements under Code Section 401(a)(9)(G) and the Treasury Regulations thereunder. 12.7 Transfer between Employing Companies. A transfer by a Participant from one Employing Company to another Employing Company shall not affect his participation in the Plan. A transfer by a Participant from an Employing Company to an Affiliated Employer that is not an Employing Company shall not be deemed to be a termination of employment with an Employing Company. -48-

12.8 Distributions to Alternate Payees. If the Participant's Account under the Plan shall become subject to any domestic relations order which (a) is a qualified domestic relations order satisfying the requirements of Section 414(p) of the Code and (b) requires the immediate distribution in a single lump sum of the entire portion of the Participant's Account required to be segregated for the benefit of an alternate payee, then the entire interest of such alternate payee shall be distributed in a single lump sum within ninety (90) days following the Employing Company's notification to the Participant and the alternate payee that the domestic relations order is qualified under Section 414(p) of the Code, or as soon as practicable thereafter. Such distribution to an alternate payee shall be made even if the Participant has not separated from the service of the Affiliated Employers. Any other distribution pursuant to a qualified domestic relations order shall not be made earlier than the Participant's termination of service, or his attainment of age fifty (50), if earlier, and shall not commence later than the date the Participant's (or his Beneficiary's) benefit payments otherwise commence. Such distribution to an alternate payee shall be made only in a manner permitted under Section 12.5 of the Plan or Article XVIII with respect to his SEPCO Transferred Account. 12.9 Requirement for Direct Rollovers. Notwithstanding any provision of the Plan to the contrary that would otherwise limit a Distributee's election under this Article XII, a Distributee may elect, at the time and in the manner prescribed by the Committee, to have any portion of an Eligible Rollover Distribution paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover. 12.10 Consent and Notice Requirements. If the value of the vested portion of a Participant's Account derived from Employing Company and Employee contributions exceeds $3,500 determined in accordance with the requirements of Code Section 411(a)(11), the Participant must consent to any distribution of such vested account balance prior to his Normal Retirement Date. The consent of the Participant shall be obtained within the ninety-

12.8 Distributions to Alternate Payees. If the Participant's Account under the Plan shall become subject to any domestic relations order which (a) is a qualified domestic relations order satisfying the requirements of Section 414(p) of the Code and (b) requires the immediate distribution in a single lump sum of the entire portion of the Participant's Account required to be segregated for the benefit of an alternate payee, then the entire interest of such alternate payee shall be distributed in a single lump sum within ninety (90) days following the Employing Company's notification to the Participant and the alternate payee that the domestic relations order is qualified under Section 414(p) of the Code, or as soon as practicable thereafter. Such distribution to an alternate payee shall be made even if the Participant has not separated from the service of the Affiliated Employers. Any other distribution pursuant to a qualified domestic relations order shall not be made earlier than the Participant's termination of service, or his attainment of age fifty (50), if earlier, and shall not commence later than the date the Participant's (or his Beneficiary's) benefit payments otherwise commence. Such distribution to an alternate payee shall be made only in a manner permitted under Section 12.5 of the Plan or Article XVIII with respect to his SEPCO Transferred Account. 12.9 Requirement for Direct Rollovers. Notwithstanding any provision of the Plan to the contrary that would otherwise limit a Distributee's election under this Article XII, a Distributee may elect, at the time and in the manner prescribed by the Committee, to have any portion of an Eligible Rollover Distribution paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover. 12.10 Consent and Notice Requirements. If the value of the vested portion of a Participant's Account derived from Employing Company and Employee contributions exceeds $3,500 determined in accordance with the requirements of Code Section 411(a)(11), the Participant must consent to any distribution of such vested account balance prior to his Normal Retirement Date. The consent of the Participant shall be obtained within the ninetyday period ending on the first day of the first period for which an amount is payable as an annuity or in any other form under this Plan. The Committee shall notify the Participant of the right to defer any distribution until the Participant's Account balance is no longer immediately distributable. Such notification shall include a general description of the material features and an explanation of the relative values of the operational forms of benefit available under the Plan in a manner that would satisfy the notice requirements of Section 417(a)(3) of the Code; such notification shall be provided no less than 30 days and no more than 90 days prior to the annuity starting date. -49-

Distributions may commence less than 30 days after the notice required under Section 1.411(a)-11(c) of the Treasury Regulations is given, provided that: (a) the Committee informs the Participant that the Participant has a right to a period of at least 30 days after receiving the notice to consider the decision of whether or not to elect a distribution and a particular distribution option, and (b) the Participant, after receiving the notice, affirmatively elects a distribution. 12.11 Form of Payment. All distributions under this Article XII shall be made in the form of cash, provided that the person entitled to such distribution may demand that the portion of any distribution which is attributable to Common Stock be distributed in the form of Common Stock to the extent of the whole number of shares in the Participant's Account, with a cash adjustment for any fractional shares. -50-

ARTICLE XIII ADMINISTRATION OF THE PLAN 13.1 Membership of Committee. The Plan shall be administered by the Committee, which shall consist of the representative of The Southern Company and the representative of each Employing Company on The Southern

Distributions may commence less than 30 days after the notice required under Section 1.411(a)-11(c) of the Treasury Regulations is given, provided that: (a) the Committee informs the Participant that the Participant has a right to a period of at least 30 days after receiving the notice to consider the decision of whether or not to elect a distribution and a particular distribution option, and (b) the Participant, after receiving the notice, affirmatively elects a distribution. 12.11 Form of Payment. All distributions under this Article XII shall be made in the form of cash, provided that the person entitled to such distribution may demand that the portion of any distribution which is attributable to Common Stock be distributed in the form of Common Stock to the extent of the whole number of shares in the Participant's Account, with a cash adjustment for any fractional shares. -50-

ARTICLE XIII ADMINISTRATION OF THE PLAN 13.1 Membership of Committee. The Plan shall be administered by the Committee, which shall consist of the representative of The Southern Company and the representative of each Employing Company on The Southern Company Human Resources Committee, except Southern Electric International, Inc. The Committee shall be chaired by the representative of The Southern Company and may select a Secretary (who may, but need not, be a member of the Committee) to keep its records or to assist it in the discharge of its duties. 13.2 Acceptance and Resignation. Any person appointed to be a member of the Committee shall signify his acceptance in writing to the Chairman of the Committee. Any member of the Committee may resign by delivering his written resignation to the Committee and such resignation shall become effective upon delivery or upon any later date specified therein. 13.3 Transaction of Business. A majority of the members of the Committee at the time in office shall constitute a quorum for the transaction of business at any meeting. Any determination or action of the Committee may be made or taken by a majority of the members present at any meeting thereof or without a meeting by a resolution or written memorandum concurred in by a majority of the members then in office. 13.4 Responsibilities in General. The Committee shall administer the Plan and shall have the discretionary authority, power, and the duty to take all actions and to make all decisions necessary or proper to carry out the Plan and to control and manage the operation and administration of the Plan. The Committee shall have the discretion to interpret the Plan, including any ambiguities herein, and to determine the eligibility for benefits under the Plan in its sole discretion. The determination of the Committee as to any question involving the general administration and interpretation of the Plan shall be final, conclusive, and binding on all persons, except as otherwise provided herein or by law, and may be relied upon by the Company, all Employing Companies, the Trustee, the Participants, and their Beneficiaries. Any discretionary action to be taken under the Plan by the Committee with respect to Employees and Participants or with respect to benefits shall be uniform in their nature and applicable to all persons similarly situated. 13.5 Committee as Named Fiduciary. For the purpose of compliance with the provisions of ERISA, the Committee shall be deemed the administrator of the Plan as the term "administrator" is -51-

defined in ERISA, and the Committee shall be, with respect to the Plan, a named fiduciary as that term is defined in ERISA. For the purpose of carrying out its duties, the Committee may, in its discretion, allocate its responsibilities under the Plan among its members and may, in its discretion, designate persons (in writing or otherwise) other than members of the Committee to carry out such responsibilities of the Committee under the

ARTICLE XIII ADMINISTRATION OF THE PLAN 13.1 Membership of Committee. The Plan shall be administered by the Committee, which shall consist of the representative of The Southern Company and the representative of each Employing Company on The Southern Company Human Resources Committee, except Southern Electric International, Inc. The Committee shall be chaired by the representative of The Southern Company and may select a Secretary (who may, but need not, be a member of the Committee) to keep its records or to assist it in the discharge of its duties. 13.2 Acceptance and Resignation. Any person appointed to be a member of the Committee shall signify his acceptance in writing to the Chairman of the Committee. Any member of the Committee may resign by delivering his written resignation to the Committee and such resignation shall become effective upon delivery or upon any later date specified therein. 13.3 Transaction of Business. A majority of the members of the Committee at the time in office shall constitute a quorum for the transaction of business at any meeting. Any determination or action of the Committee may be made or taken by a majority of the members present at any meeting thereof or without a meeting by a resolution or written memorandum concurred in by a majority of the members then in office. 13.4 Responsibilities in General. The Committee shall administer the Plan and shall have the discretionary authority, power, and the duty to take all actions and to make all decisions necessary or proper to carry out the Plan and to control and manage the operation and administration of the Plan. The Committee shall have the discretion to interpret the Plan, including any ambiguities herein, and to determine the eligibility for benefits under the Plan in its sole discretion. The determination of the Committee as to any question involving the general administration and interpretation of the Plan shall be final, conclusive, and binding on all persons, except as otherwise provided herein or by law, and may be relied upon by the Company, all Employing Companies, the Trustee, the Participants, and their Beneficiaries. Any discretionary action to be taken under the Plan by the Committee with respect to Employees and Participants or with respect to benefits shall be uniform in their nature and applicable to all persons similarly situated. 13.5 Committee as Named Fiduciary. For the purpose of compliance with the provisions of ERISA, the Committee shall be deemed the administrator of the Plan as the term "administrator" is -51-

defined in ERISA, and the Committee shall be, with respect to the Plan, a named fiduciary as that term is defined in ERISA. For the purpose of carrying out its duties, the Committee may, in its discretion, allocate its responsibilities under the Plan among its members and may, in its discretion, designate persons (in writing or otherwise) other than members of the Committee to carry out such responsibilities of the Committee under the Plan as it may see fit. 13.6 Rules for Plan Administration. The Committee may make and enforce rules and regulations for the administration of the Plan consistent with the provisions thereof and may prescribe the use of such forms or procedures as it shall deem appropriate for the administration of the Plan. 13.7 Employment of Agents. The Committee may employ independent qualified public accountants, as such term is defined in ERISA, who may be accountants to The Southern Company and any Affiliated Employer, legal counsel who may be counsel to The Southern Company and any Affiliated Employer, other specialists, and other persons as the Committee deems necessary or desirable in connection with the administration of the Plan. The Committee and any person to whom it may delegate any duty or power in connection with the administration of the Plan, the Company and the officers and directors thereof shall be entitled to rely conclusively upon and shall be fully protected in any action omitted, taken, or suffered by them in good faith in reliance upon any independent qualified public accountant, counsel, or other specialist, or other person selected by the Committee, or in reliance upon any tables, evaluations, certificates, opinions, or reports which shall be furnished by any of them or by the Trustee.

defined in ERISA, and the Committee shall be, with respect to the Plan, a named fiduciary as that term is defined in ERISA. For the purpose of carrying out its duties, the Committee may, in its discretion, allocate its responsibilities under the Plan among its members and may, in its discretion, designate persons (in writing or otherwise) other than members of the Committee to carry out such responsibilities of the Committee under the Plan as it may see fit. 13.6 Rules for Plan Administration. The Committee may make and enforce rules and regulations for the administration of the Plan consistent with the provisions thereof and may prescribe the use of such forms or procedures as it shall deem appropriate for the administration of the Plan. 13.7 Employment of Agents. The Committee may employ independent qualified public accountants, as such term is defined in ERISA, who may be accountants to The Southern Company and any Affiliated Employer, legal counsel who may be counsel to The Southern Company and any Affiliated Employer, other specialists, and other persons as the Committee deems necessary or desirable in connection with the administration of the Plan. The Committee and any person to whom it may delegate any duty or power in connection with the administration of the Plan, the Company and the officers and directors thereof shall be entitled to rely conclusively upon and shall be fully protected in any action omitted, taken, or suffered by them in good faith in reliance upon any independent qualified public accountant, counsel, or other specialist, or other person selected by the Committee, or in reliance upon any tables, evaluations, certificates, opinions, or reports which shall be furnished by any of them or by the Trustee. 13.8 Co-Fiduciaries. It is intended that to the maximum extent permitted by ERISA, each person who is a fiduciary (as that term is defined in ERISA) with respect to the Plan shall be responsible for the proper exercise of his own powers, duties, responsibilities, and obligations under the Plan and the Trust, as shall each person designated by any fiduciary to carry out any fiduciary responsibilities with respect to the Plan or the Trust. No fiduciary or other person to whom fiduciary responsibilities are allocated shall be liable for any act or omission of any other fiduciary or of any other person delegated to carry out any fiduciary or other responsibility under the Plan or the Trust. 13.9 General Records. The Committee shall maintain or cause to be maintained an Account (and any separate subaccount) which accurately reflects the interest of each Participant, as provided for in Section 9.1, and shall maintain or cause to be maintained all necessary books of account and records with respect to the administration of the Plan. The Committee shall mail or cause to be mailed to Participants reports to be furnished to Participants in accordance with the Plan or as may be required by ERISA. Any -52-

notices, reports, or statements to be given, furnished, made, or delivered to a Participant shall be deemed duly given, furnished, made, or delivered when addressed to the Participant and delivered to the Participant in person or mailed by ordinary mail to his address last communicated to the Committee (or its delegate) or of his Employing Company. 13.10 Liability of the Committee. In administering the Plan, except as may be prohibited by ERISA, neither the Committee nor any person to whom it may delegate any duty or power in connection with administering the Plan shall be liable for any action or failure to act except for its or his own gross negligence or willful misconduct; nor for the payment of any amount under the Plan; nor for any mistake of judgment made by him or on his behalf as a member of the Committee; nor for any action, failure to act, or loss unless resulting from his own gross negligence or willful misconduct; nor for the neglect, omission, or wrongdoing of any other member of the Committee. No member of the Committee shall be personally liable under any contract, agreement, bond, or other instrument made or executed by him or on his behalf as a member of the Committee. 13.11 Reimbursement of Expenses and Compensation of Committee. Members of the Committee shall be reimbursed by the Company for expenses they may individually or collectively incur in the performance of their duties. Each member of the Committee who is a full-time employee of the Company or of any Employing Company shall serve without compensation for his services as such member; each other member of the Committee shall receive such compensation, if any, for his services as the Board of Directors may fix from time to time.

notices, reports, or statements to be given, furnished, made, or delivered to a Participant shall be deemed duly given, furnished, made, or delivered when addressed to the Participant and delivered to the Participant in person or mailed by ordinary mail to his address last communicated to the Committee (or its delegate) or of his Employing Company. 13.10 Liability of the Committee. In administering the Plan, except as may be prohibited by ERISA, neither the Committee nor any person to whom it may delegate any duty or power in connection with administering the Plan shall be liable for any action or failure to act except for its or his own gross negligence or willful misconduct; nor for the payment of any amount under the Plan; nor for any mistake of judgment made by him or on his behalf as a member of the Committee; nor for any action, failure to act, or loss unless resulting from his own gross negligence or willful misconduct; nor for the neglect, omission, or wrongdoing of any other member of the Committee. No member of the Committee shall be personally liable under any contract, agreement, bond, or other instrument made or executed by him or on his behalf as a member of the Committee. 13.11 Reimbursement of Expenses and Compensation of Committee. Members of the Committee shall be reimbursed by the Company for expenses they may individually or collectively incur in the performance of their duties. Each member of the Committee who is a full-time employee of the Company or of any Employing Company shall serve without compensation for his services as such member; each other member of the Committee shall receive such compensation, if any, for his services as the Board of Directors may fix from time to time. 13.12 Expenses of Plan and Trust Fund. The expenses of establishment and administration of the Plan and the Trust Fund, including all fees of the Trustee, auditors, and counsel, shall be paid by the Company or the Employing Companies. Notwithstanding the foregoing, certain administrative expenses may be paid from the Trust Fund unless otherwise paid by the Company or the Employing Companies to the extent provided in the Trust Agreement. 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 unless otherwise paid by the Company or the Employing Companies. 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 -53-

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 13.11 and this section shall be subject to reimbursement by other Employing Companies of their proportionate shares of such expenses as determined by the Committee. 13.13 Responsibility for Funding Policy. The Pension Fund Investment Review Committee of The Southern Company System shall have responsibility for providing a procedure for establishing and carrying out a funding policy and method for the Plan consistent with the objectives of the Plan and the requirements of Title I of ERISA. 13.14 Management of Assets. The Committee shall not have responsibility with respect to the 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 may be appointed by the Board of Directors (upon recommendation by the Pension Fund Investment Review Committee on and after August 5, 1993) shall have responsibility for the management of the assets of the Plan, or some part thereof (including the powers to acquire and dispose of the assets of the Plan, or some part thereof). 13.15 Notice and Claims Procedures. Consistent with the requirements of ERISA and the regulations thereunder of the Secretary of Labor from time to time in effect, the Committee shall:

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 13.11 and this section shall be subject to reimbursement by other Employing Companies of their proportionate shares of such expenses as determined by the Committee. 13.13 Responsibility for Funding Policy. The Pension Fund Investment Review Committee of The Southern Company System shall have responsibility for providing a procedure for establishing and carrying out a funding policy and method for the Plan consistent with the objectives of the Plan and the requirements of Title I of ERISA. 13.14 Management of Assets. The Committee shall not have responsibility with respect to the 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 may be appointed by the Board of Directors (upon recommendation by the Pension Fund Investment Review Committee on and after August 5, 1993) shall have responsibility for the management of the assets of the Plan, or some part thereof (including the powers to acquire and dispose of the assets of the Plan, or some part thereof). 13.15 Notice and Claims Procedures. Consistent with the requirements of ERISA and the regulations thereunder of the Secretary of Labor from time to time in effect, the Committee shall: (a) provide adequate notice in writing to any Participant or Beneficiary whose claim for benefits under the Plan has been denied, setting forth specific reasons for such denial, written in a manner calculated to be understood by such Participant or Beneficiary, and (b) afford a reasonable opportunity to any Participant or Beneficiary whose claim for benefits has been denied for a full and fair review of the decision denying the claim. 13.16 Bonding. Unless otherwise determined by the Board of Directors or required by law, no member of the Committee shall be required to give any bond or other security in any jurisdiction. 13.17 Multiple Fiduciary Capacities. Any person or group of persons may serve in more than one fiduciary capacity with respect to the Plan, and any fiduciary with respect to the Plan may serve as a fiduciary with respect to the Plan in addition to being an -54-

officer, employee, agent, or other representative of a party in interest, as that term is defined in ERISA. 13.18 Change in Administrative Procedures. Notwithstanding any provision in the Plan to the contrary, the Committee shall be authorized to take whatever actions it deems necessary or appropriate in its discretion to implement administrative procedures, including, but not limited to, suspending plan participation (to the extent permitted by applicable law,) and suspending changes in investment directions and fund transfers, even though otherwise permitted or required under the Plan. -55-

ARTICLE XIV TRUSTEE OF THE PLAN 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

officer, employee, agent, or other representative of a party in interest, as that term is defined in ERISA. 13.18 Change in Administrative Procedures. Notwithstanding any provision in the Plan to the contrary, the Committee shall be authorized to take whatever actions it deems necessary or appropriate in its discretion to implement administrative procedures, including, but not limited to, suspending plan participation (to the extent permitted by applicable law,) and suspending changes in investment directions and fund transfers, even though otherwise permitted or required under the Plan. -55-

ARTICLE XIV TRUSTEE OF THE PLAN 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 Board of Directors (upon recommendation 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. 14.2 Purchase of Common Stock. As soon as practicable after receipt of funds applicable to the purchase of Common Stock, the Trustee shall purchase Common Stock or cause Common Stock to be purchased. Such Common Stock may be purchased on the open market or by private purchase (including private purchases directly from The Southern Company); provided that (a) no private purchase may be made at any price greater than the last sale price or highest current independent bid price, whichever is higher, for Common Stock on the New York Stock Exchange, plus an amount equal to the commission payable in a stock exchange transaction; (b) if such private purchase shall be a purchase of Common Stock directly from The Southern Company, no commission shall be paid with respect thereto; and (c) the Trustee may purchase Common Stock directly from The Southern Company under the Dividend Reinvestment and Stock Purchase Plan of The Southern Company, as from time to time amended, or under any other similar plan made available to holders of record of shares of Common Stock which may be in effect from time to time, at the purchase price provided for in such plan. The Trustee may hold in cash, and may temporarily invest in short-term United States obligations, commercial paper, or certificates of deposit, funds applicable to the purchase of Common Stock pending investment of such funds in such Common Stock. -56-

14.3 Voting of Common Stock. Before each annual or special meeting of shareholders of The Southern Company, there shall be sent to each Participant a copy of the proxy soliciting material for the meeting, together with a form requesting instructions to the Trustee on how to vote the shares of Common Stock credited to such Participant's Account at the end of the month immediately preceding the record date of the Common Stock. If a Participant does not provide the Trustee or its designated agent with timely voting instructions for the Trustee, the Pension Fund Investment Review Committee of The Southern Company System or its delegate may direct the Trustee how to vote such Participant's shares. If the Pension Fund Investment Review Committee of The Southern Company System or its delegate does not provide the Trustee or its designated agent with timely voting instructions, the Trustee, if required to do so by applicable law, may vote such Participant's shares. The Pension Fund Investment Review Committee of The Southern Company System or its delegate may direct the Trustee with respect to voting unallocated shares of Common Stock, if any. If the Pension Fund Investment Review

ARTICLE XIV TRUSTEE OF THE PLAN 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 Board of Directors (upon recommendation 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. 14.2 Purchase of Common Stock. As soon as practicable after receipt of funds applicable to the purchase of Common Stock, the Trustee shall purchase Common Stock or cause Common Stock to be purchased. Such Common Stock may be purchased on the open market or by private purchase (including private purchases directly from The Southern Company); provided that (a) no private purchase may be made at any price greater than the last sale price or highest current independent bid price, whichever is higher, for Common Stock on the New York Stock Exchange, plus an amount equal to the commission payable in a stock exchange transaction; (b) if such private purchase shall be a purchase of Common Stock directly from The Southern Company, no commission shall be paid with respect thereto; and (c) the Trustee may purchase Common Stock directly from The Southern Company under the Dividend Reinvestment and Stock Purchase Plan of The Southern Company, as from time to time amended, or under any other similar plan made available to holders of record of shares of Common Stock which may be in effect from time to time, at the purchase price provided for in such plan. The Trustee may hold in cash, and may temporarily invest in short-term United States obligations, commercial paper, or certificates of deposit, funds applicable to the purchase of Common Stock pending investment of such funds in such Common Stock. -56-

14.3 Voting of Common Stock. Before each annual or special meeting of shareholders of The Southern Company, there shall be sent to each Participant a copy of the proxy soliciting material for the meeting, together with a form requesting instructions to the Trustee on how to vote the shares of Common Stock credited to such Participant's Account at the end of the month immediately preceding the record date of the Common Stock. If a Participant does not provide the Trustee or its designated agent with timely voting instructions for the Trustee, the Pension Fund Investment Review Committee of The Southern Company System or its delegate may direct the Trustee how to vote such Participant's shares. If the Pension Fund Investment Review Committee of The Southern Company System or its delegate does not provide the Trustee or its designated agent with timely voting instructions, the Trustee, if required to do so by applicable law, may vote such Participant's shares. The Pension Fund Investment Review Committee of The Southern Company System or its delegate may direct the Trustee with respect to voting unallocated shares of Common Stock, if any. If the Pension Fund Investment Review Committee of The Southern Company System or its delegate does not provide the Trustee or its designated agent with timely voting instructions, the Trustee, if required to do so by applicable law, may vote such unallocated shares. 14.4 Voting of Other Investment Fund Shares. The Pension Fund Investment Review Committee or its delegate may direct the Trustee with respect to voting the shares in any Investment Fund other than the Company Stock Fund. To the extent an Investment Manager has been designated with respect to an Investment Fund, such Investment Manager (and not the Pension Fund Investment Review Committee) shall direct the Trustee with respect to voting the shares in such Investment Fund. If the Investment Manager does not direct the Trustee with respect to voting such shares, the Pension Fund Investment Review Committee may direct the Trustee with respect to voting such shares. If the Pension Fund Investment Review Committee does not provide the Trustee or

14.3 Voting of Common Stock. Before each annual or special meeting of shareholders of The Southern Company, there shall be sent to each Participant a copy of the proxy soliciting material for the meeting, together with a form requesting instructions to the Trustee on how to vote the shares of Common Stock credited to such Participant's Account at the end of the month immediately preceding the record date of the Common Stock. If a Participant does not provide the Trustee or its designated agent with timely voting instructions for the Trustee, the Pension Fund Investment Review Committee of The Southern Company System or its delegate may direct the Trustee how to vote such Participant's shares. If the Pension Fund Investment Review Committee of The Southern Company System or its delegate does not provide the Trustee or its designated agent with timely voting instructions, the Trustee, if required to do so by applicable law, may vote such Participant's shares. The Pension Fund Investment Review Committee of The Southern Company System or its delegate may direct the Trustee with respect to voting unallocated shares of Common Stock, if any. If the Pension Fund Investment Review Committee of The Southern Company System or its delegate does not provide the Trustee or its designated agent with timely voting instructions, the Trustee, if required to do so by applicable law, may vote such unallocated shares. 14.4 Voting of Other Investment Fund Shares. The Pension Fund Investment Review Committee or its delegate may direct the Trustee with respect to voting the shares in any Investment Fund other than the Company Stock Fund. To the extent an Investment Manager has been designated with respect to an Investment Fund, such Investment Manager (and not the Pension Fund Investment Review Committee) shall direct the Trustee with respect to voting the shares in such Investment Fund. If the Investment Manager does not direct the Trustee with respect to voting such shares, the Pension Fund Investment Review Committee may direct the Trustee with respect to voting such shares. If the Pension Fund Investment Review Committee does not provide the Trustee or its designated agent with timely voting instructions, the Trustee, if required to do so by applicable law, may vote such shares. 14.5 Uninvested Amounts. The Trustee may keep uninvested an amount of cash sufficient in its opinion to enable it to carry out the purposes of the Plan. 14.6 Independent Accounting. The Board of Directors shall select a firm of independent public accountants to examine and report annually on the financial position and the results of operation of the Trust forming a part of the Plan. -57-

ARTICLE XV AMENDMENT AND TERMINATION OF THE PLAN 15.1 Amendment of the Plan. The Plan may be amended or modified by the Board of Directors pursuant to its written resolutions at any time and from time to time; provided, however, that no such amendment or modification shall make it possible for any part of the corpus or income of the Trust Fund to be used for or diverted to purposes other than for the exclusive benefit of Participants or their Beneficiaries under the Plan, including such part as is required to pay taxes and administration expenses of the Plan. The Plan may also be amended or modified by the Committee (a) if such amendment or modification does not involve a substantial increase in cost to any Employing Company, or (b) as may be necessary, proper, or desirable in order to comply with laws or regulations enacted or promulgated by any federal or state governmental authority and to maintain the qualification of the Plan under Sections 401(a) and 501(a) of the Code and the applicable provisions of ERISA. No amendment to the Plan shall have the effect of decreasing a Participant's vested interest in his Account, determined without regard to such amendment, as of the later of the date such amendment is adopted or the date it becomes effective. In addition, if the vesting schedule of the Plan is amended, any Participant who has completed at least three (3) Years of Service and whose vested interest is at any time adversely affected by such amendment may elect to have his vested interest determined without regard to such amendment during the election period defined under Section 411(a)(10) of the Code. Finally, no amendment shall eliminate an optional form of benefit in violation of Code Section 411(d)(6).

ARTICLE XV AMENDMENT AND TERMINATION OF THE PLAN 15.1 Amendment of the Plan. The Plan may be amended or modified by the Board of Directors pursuant to its written resolutions at any time and from time to time; provided, however, that no such amendment or modification shall make it possible for any part of the corpus or income of the Trust Fund to be used for or diverted to purposes other than for the exclusive benefit of Participants or their Beneficiaries under the Plan, including such part as is required to pay taxes and administration expenses of the Plan. The Plan may also be amended or modified by the Committee (a) if such amendment or modification does not involve a substantial increase in cost to any Employing Company, or (b) as may be necessary, proper, or desirable in order to comply with laws or regulations enacted or promulgated by any federal or state governmental authority and to maintain the qualification of the Plan under Sections 401(a) and 501(a) of the Code and the applicable provisions of ERISA. No amendment to the Plan shall have the effect of decreasing a Participant's vested interest in his Account, determined without regard to such amendment, as of the later of the date such amendment is adopted or the date it becomes effective. In addition, if the vesting schedule of the Plan is amended, any Participant who has completed at least three (3) Years of Service and whose vested interest is at any time adversely affected by such amendment may elect to have his vested interest determined without regard to such amendment during the election period defined under Section 411(a)(10) of the Code. Finally, no amendment shall eliminate an optional form of benefit in violation of Code Section 411(d)(6). 15.2 Termination of the Plan. It is the intention of the Employing Companies to continue the Plan indefinitely. However, the Board of Directors pursuant to its written resolutions may at any time and for any reason suspend or terminate the Plan or suspend or discontinue the making of contributions of all Participants and of contributions by all Employing Companies. Any Employing Company may, by action of its board of directors and approval of the Board of Directors, suspend or terminate the making of contributions of Participants in the employ of such Employing Company and of contributions by such Employing Company. In the event of termination of the Plan or partial termination or upon complete discontinuance of contributions under the Plan by all Employing Companies or by any one Employing Company, the amount to the credit of the Account of each Participant whose Employing Company shall be affected by such termination or discontinuance -58-

shall be determined as of the next Valuation Date and shall be distributed to him or his Beneficiary thereafter at such time or times and in such nondiscriminatory manner as is determined by the Committee in compliance with the restrictions on distributions set forth in Code Section 401(k). 15.3 Merger or Consolidation of the Plan. The Plan shall not be merged or consolidated with nor shall any assets or liabilities thereof be transferred to any other plan unless each Participant of the Plan would (if the Plan then terminated) receive a benefit immediately after the merger, consolidation, or transfer which is equal to or greater than the benefit he would have been entitled to receive immediately prior to the merger, consolidation, or transfer (if the Plan had then terminated). -59-

ARTICLE XVI TOP-HEAVY REQUIREMENTS 16.1 Top-Heavy Plan Requirements. For any Plan Year the Plan shall be determined to be a top-heavy plan, the Plan shall provide the minimum allocation requirement of Section 16.3. 16.2 Determination of Top-Heavy Status.

shall be determined as of the next Valuation Date and shall be distributed to him or his Beneficiary thereafter at such time or times and in such nondiscriminatory manner as is determined by the Committee in compliance with the restrictions on distributions set forth in Code Section 401(k). 15.3 Merger or Consolidation of the Plan. The Plan shall not be merged or consolidated with nor shall any assets or liabilities thereof be transferred to any other plan unless each Participant of the Plan would (if the Plan then terminated) receive a benefit immediately after the merger, consolidation, or transfer which is equal to or greater than the benefit he would have been entitled to receive immediately prior to the merger, consolidation, or transfer (if the Plan had then terminated). -59-

ARTICLE XVI TOP-HEAVY REQUIREMENTS 16.1 Top-Heavy Plan Requirements. For any Plan Year the Plan shall be determined to be a top-heavy plan, the Plan shall provide the minimum allocation requirement of Section 16.3. 16.2 Determination of Top-Heavy Status. (a) For any Plan Year commencing after December 31, 1983, the Plan shall be determined to be a top-heavy plan, if, as of the Determination Date, the sum of the Aggregate Accounts of Key Employees under this Plan exceeds 60% of the Aggregate Accounts of all Employees entitled to participate in this Plan. (b) For any Plan Year commencing after December 31, 1983, the Plan shall be determined to be a super-topheavy plan, if, as of the Determination Date, the sum of the Aggregate Accounts of Key Employees under this Plan exceeds 90% of the Aggregate Accounts of all Employees entitled to participate in this Plan. (c) In the case of a Required Aggregation Group, each plan in the group will be considered a top-heavy plan if the Required Aggregation Group is a Top-Heavy Group. No plan in the Required Aggregation Group will be considered a top-heavy plan if the Aggregation Group is not a Top-Heavy Group. In the case of a Permissive Aggregation Group, only a plan that is part of the Required Aggregation Group will be considered a top-heavy plan if the Permissive Aggregation Group is a Top-Heavy Group. A plan that is not part of the Required Aggregation Group but that has nonetheless been aggregated as part of the Permissive Aggregation Group will not be considered a top-heavy plan even if the Permissive Aggregation Group is a TopHeavy Group. (d) For purposes of this Article XVI, if any Employee is a non-Key Employee for any Plan Year, but such Employee was a Key Employee for any prior Plan Year, such Employee's Present Value of Accrued Retirement Income and/or Aggregate Account balance shall not be taken into account for purposes of determining whether this Plan is a top-heavy or super-top- heavy plan (or whether any Aggregation Group which includes this Plan is a Top-Heavy Group). In addition, for Plan Years beginning after December 31, 1984, if an Employee or former Employee has not performed any services for any Employing Company maintaining the Plan at any time during the five-year -60-

period ending on the Determination Date, the Aggregate Account and/or Present Value of Accrued Retirement Income shall be excluded in determining whether this Plan is a top-heavy or super-top-heavy plan. (e) Only those plans of the Affiliated Employers in which the Determination Dates fall within the same calendar year shall be aggregated in order to determine whether such plans are top-heavy plans. 16.3 Minimum Allocation for Top-Heavy Plan Years.

ARTICLE XVI TOP-HEAVY REQUIREMENTS 16.1 Top-Heavy Plan Requirements. For any Plan Year the Plan shall be determined to be a top-heavy plan, the Plan shall provide the minimum allocation requirement of Section 16.3. 16.2 Determination of Top-Heavy Status. (a) For any Plan Year commencing after December 31, 1983, the Plan shall be determined to be a top-heavy plan, if, as of the Determination Date, the sum of the Aggregate Accounts of Key Employees under this Plan exceeds 60% of the Aggregate Accounts of all Employees entitled to participate in this Plan. (b) For any Plan Year commencing after December 31, 1983, the Plan shall be determined to be a super-topheavy plan, if, as of the Determination Date, the sum of the Aggregate Accounts of Key Employees under this Plan exceeds 90% of the Aggregate Accounts of all Employees entitled to participate in this Plan. (c) In the case of a Required Aggregation Group, each plan in the group will be considered a top-heavy plan if the Required Aggregation Group is a Top-Heavy Group. No plan in the Required Aggregation Group will be considered a top-heavy plan if the Aggregation Group is not a Top-Heavy Group. In the case of a Permissive Aggregation Group, only a plan that is part of the Required Aggregation Group will be considered a top-heavy plan if the Permissive Aggregation Group is a Top-Heavy Group. A plan that is not part of the Required Aggregation Group but that has nonetheless been aggregated as part of the Permissive Aggregation Group will not be considered a top-heavy plan even if the Permissive Aggregation Group is a TopHeavy Group. (d) For purposes of this Article XVI, if any Employee is a non-Key Employee for any Plan Year, but such Employee was a Key Employee for any prior Plan Year, such Employee's Present Value of Accrued Retirement Income and/or Aggregate Account balance shall not be taken into account for purposes of determining whether this Plan is a top-heavy or super-top- heavy plan (or whether any Aggregation Group which includes this Plan is a Top-Heavy Group). In addition, for Plan Years beginning after December 31, 1984, if an Employee or former Employee has not performed any services for any Employing Company maintaining the Plan at any time during the five-year -60-

period ending on the Determination Date, the Aggregate Account and/or Present Value of Accrued Retirement Income shall be excluded in determining whether this Plan is a top-heavy or super-top-heavy plan. (e) Only those plans of the Affiliated Employers in which the Determination Dates fall within the same calendar year shall be aggregated in order to determine whether such plans are top-heavy plans. 16.3 Minimum Allocation for Top-Heavy Plan Years. (a) Notwithstanding anything herein to the contrary, for any top-heavy Plan Year, the Employing Company contribution allocated to the Account of each non-Key Employee shall be an amount not less than the lesser of: (1) 3% of such Participant's compensation for that Plan Year, or (2) a percentage of that Participant's compensation not to exceed the percentage at which contributions are made under the Plan for the Key Employee for whom such percentage is highest for that Plan Year. (b) For purposes of the minimum allocation of Section 16.3(a), the percentage allocated to the Account of any Key Employee shall be equal to the ratio of the Employing Company contributions allocated on behalf of such Key Employee divided by the compensation of such Key Employee for that Plan Year. (c) For any top-heavy Plan Year, the minimum allocations of Section 16.3(a) shall be allocated to the Accounts of all non-Key Employees who are Participants and who are

period ending on the Determination Date, the Aggregate Account and/or Present Value of Accrued Retirement Income shall be excluded in determining whether this Plan is a top-heavy or super-top-heavy plan. (e) Only those plans of the Affiliated Employers in which the Determination Dates fall within the same calendar year shall be aggregated in order to determine whether such plans are top-heavy plans. 16.3 Minimum Allocation for Top-Heavy Plan Years. (a) Notwithstanding anything herein to the contrary, for any top-heavy Plan Year, the Employing Company contribution allocated to the Account of each non-Key Employee shall be an amount not less than the lesser of: (1) 3% of such Participant's compensation for that Plan Year, or (2) a percentage of that Participant's compensation not to exceed the percentage at which contributions are made under the Plan for the Key Employee for whom such percentage is highest for that Plan Year. (b) For purposes of the minimum allocation of Section 16.3(a), the percentage allocated to the Account of any Key Employee shall be equal to the ratio of the Employing Company contributions allocated on behalf of such Key Employee divided by the compensation of such Key Employee for that Plan Year. (c) For any top-heavy Plan Year, the minimum allocations of Section 16.3(a) shall be allocated to the Accounts of all non-Key Employees who are Participants and who are employed by the Affiliated Employers on the last day of the Plan Year. (d) Notwithstanding the foregoing, in any Plan Year in which a non-Key Employee is a Participant in both this Plan and a defined benefit plan, and both such plans are top-heavy plans, the Affiliated Employers shall not be required to provide a non-Key Employee with both the full separate minimum defined benefit and the full separate defined contribution plan allocations. Therefore, if a non-Key Employee is participating in a defined benefit plan maintained by the Affiliated Employers and the minimum benefit under Code Section 416(c)(1) is provided the non-Key Employee under such defined benefit plan, the minimum allocation provided for above shall not be applicable, and no minimum allocation shall be made on behalf of the non-Key Employee. Alternatively, the Employing Company may satisfy the minimum allocation requirement of Code Section 416(c)(2) for the non-Key Employee by providing any combination of benefits and/or contributions -61-

that satisfy the safe harbor rules of Treasury Regulation Section 1.416-1(M-12). 16.4 Adjustments to Maximum Benefit Limits for Top-Heavy Plans. (a) In the case of an Employee who is a participant in a defined benefit plan and a defined contribution plan maintained by the Affiliated Employers, and such plans as a group are determined to be top heavy for any limitation year beginning after December 31, 1983, "1.0", shall be substituted for "1.25" in each place it appears in the denominators of the Defined Benefit Plan Fraction and Defined Contribution Plan Fraction, unless the extra minimum benefit is provided pursuant to Section 16.4(b) below. Super-top-heavy plans and plans in a SuperTop-Heavy Group shall be required at all times to substitute "1.0" for "1.25" in the denominator of each plan fraction. (b) If a Key Employee is a participant in both a defined benefit plan and a defined contribution plan that are both part of a Top-Heavy Group (but neither of such plans is a super-top-heavy plan), the Defined Benefit Plan Fraction and the Defined Contribution Plan Fraction shall remain unchanged, provided the Account of each nonKey Employee who is a Participant receives an extra allocation (in addition to the minimum allocation in Section 16.3(a)) equal to not less than 1% of such non-Key Employee's compensation. (c) For purposes of this Section 16.4, if the sum of the Defined Benefit Plan Fraction and the Defined Contribution Plan Fraction shall exceed 1.0 in any Plan Year for any Participant in this Plan, the Affiliated Employers shall eliminate any amounts in excess of the limits set forth in Section 6.1(b), pursuant to Section 6.3 of the Plan.

that satisfy the safe harbor rules of Treasury Regulation Section 1.416-1(M-12). 16.4 Adjustments to Maximum Benefit Limits for Top-Heavy Plans. (a) In the case of an Employee who is a participant in a defined benefit plan and a defined contribution plan maintained by the Affiliated Employers, and such plans as a group are determined to be top heavy for any limitation year beginning after December 31, 1983, "1.0", shall be substituted for "1.25" in each place it appears in the denominators of the Defined Benefit Plan Fraction and Defined Contribution Plan Fraction, unless the extra minimum benefit is provided pursuant to Section 16.4(b) below. Super-top-heavy plans and plans in a SuperTop-Heavy Group shall be required at all times to substitute "1.0" for "1.25" in the denominator of each plan fraction. (b) If a Key Employee is a participant in both a defined benefit plan and a defined contribution plan that are both part of a Top-Heavy Group (but neither of such plans is a super-top-heavy plan), the Defined Benefit Plan Fraction and the Defined Contribution Plan Fraction shall remain unchanged, provided the Account of each nonKey Employee who is a Participant receives an extra allocation (in addition to the minimum allocation in Section 16.3(a)) equal to not less than 1% of such non-Key Employee's compensation. (c) For purposes of this Section 16.4, if the sum of the Defined Benefit Plan Fraction and the Defined Contribution Plan Fraction shall exceed 1.0 in any Plan Year for any Participant in this Plan, the Affiliated Employers shall eliminate any amounts in excess of the limits set forth in Section 6.1(b), pursuant to Section 6.3 of the Plan. -62-

ARTICLE XVII GENERAL PROVISIONS 17.1 Plan Not an Employment Contract. The Plan shall not be deemed to constitute a contract between an Affiliated Employer and any Employee, nor shall anything herein contained be deemed to give any Employee any right to be retained in the employ of an Employing Company or to interfere with the right of an Employing Company to discharge any Employee at any time and to treat him without regard to the effect which such treatment might have upon him as a Participant. 17.2 No Right of Assignment or Alienation. Except as may be otherwise permitted or required by law, no right or interest in the Plan of any Participant or Beneficiary and no distribution or payment under the Plan to any Participant or Beneficiary shall be subject in any manner to anticipation, alienation, sale, transfer (except by death), assignment (either at law or in equity), pledge, encumbrance, charge, attachment, garnishment, levy, execution, or other legal or equitable process, whether voluntary or involuntary, and any attempt to so anticipate, alienate, sell, transfer, assign, pledge, encumber, charge, attach, garnish, levy, or execute or enforce any other legal or equitable process against the same shall be void, nor shall any such right, interest, distribution, or payment be in any way liable for or subject to the debts, contracts, liabilities, engagements, or torts of any person entitled to such right, interest, distribution, or payment. If any Participant or Beneficiary is adjudicated bankrupt or purports to anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge any such right, interest, distribution, or payment, voluntarily or involuntarily, or if any action shall be taken which is in violation of the provisions of the immediately preceding sentence, the Committee may hold or apply or cause to be held or applied such right, interest, distribution, or payment or any part thereof to or for the benefit of such Participant or Beneficiary in such manner as is in accordance with applicable law. Notwithstanding the above, the Committee and the Trustee shall comply with any domestic relations order (as defined in Section 414(p)(1)(B) of the Code) which is a qualified domestic relations order satisfying the requirements of Section 414(p) of the Code. The Committee shall establish procedures for (a) notifying Participants and alternate payees who have or may have an interest in benefits which are the subject of domestic relations orders, (b) determining whether such domestic relations orders are qualified domestic relations orders under Section 414(p) of the Code, and (c) distributing benefits which are subject to qualified domestic relations

ARTICLE XVII GENERAL PROVISIONS 17.1 Plan Not an Employment Contract. The Plan shall not be deemed to constitute a contract between an Affiliated Employer and any Employee, nor shall anything herein contained be deemed to give any Employee any right to be retained in the employ of an Employing Company or to interfere with the right of an Employing Company to discharge any Employee at any time and to treat him without regard to the effect which such treatment might have upon him as a Participant. 17.2 No Right of Assignment or Alienation. Except as may be otherwise permitted or required by law, no right or interest in the Plan of any Participant or Beneficiary and no distribution or payment under the Plan to any Participant or Beneficiary shall be subject in any manner to anticipation, alienation, sale, transfer (except by death), assignment (either at law or in equity), pledge, encumbrance, charge, attachment, garnishment, levy, execution, or other legal or equitable process, whether voluntary or involuntary, and any attempt to so anticipate, alienate, sell, transfer, assign, pledge, encumber, charge, attach, garnish, levy, or execute or enforce any other legal or equitable process against the same shall be void, nor shall any such right, interest, distribution, or payment be in any way liable for or subject to the debts, contracts, liabilities, engagements, or torts of any person entitled to such right, interest, distribution, or payment. If any Participant or Beneficiary is adjudicated bankrupt or purports to anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge any such right, interest, distribution, or payment, voluntarily or involuntarily, or if any action shall be taken which is in violation of the provisions of the immediately preceding sentence, the Committee may hold or apply or cause to be held or applied such right, interest, distribution, or payment or any part thereof to or for the benefit of such Participant or Beneficiary in such manner as is in accordance with applicable law. Notwithstanding the above, the Committee and the Trustee shall comply with any domestic relations order (as defined in Section 414(p)(1)(B) of the Code) which is a qualified domestic relations order satisfying the requirements of Section 414(p) of the Code. The Committee shall establish procedures for (a) notifying Participants and alternate payees who have or may have an interest in benefits which are the subject of domestic relations orders, (b) determining whether such domestic relations orders are qualified domestic relations orders under Section 414(p) of the Code, and (c) distributing benefits which are subject to qualified domestic relations orders. -63-

17.3 Payment to Minors and Others. If the Committee determines that any person entitled to a distribution or payment from the Trust Fund is an infant or incompetent or is unable to care for his affairs by reason of physical or mental disability, it may cause all distributions or payments thereafter becoming due to such person to be made to any other person for his benefit, without responsibility to follow the application of payments so made. Payments made pursuant to this provision shall completely discharge the Company, the Trustee, and the Committee with respect to the amounts so paid. No person shall have any rights under the Plan with respect to the Trust Fund, or against the Trustee or any Employing Company, except as specifically provided herein. 17.4 Source of Benefits. The Trust Fund established under the Plan shall be the sole source of the payments or distributions to be made in accordance with the Plan. No person shall have any rights under the Plan with respect to the Trust Fund, or against the Trustee or any Employing Company, except as specifically provided herein. 17.5 Unclaimed Benefits. If the Committee is unable, within five (5) years after any distribution becomes payable to a Participant or Beneficiary, to make or direct payment to the person entitled thereto because the identity or whereabouts of such person cannot be ascertained, notwithstanding the mailing of due notice to such person at his last known address as indicated by the records of either the Committee or his Employing Company, then such benefit or distribution will be disposed of as follows: (a) If the whereabouts of the Participant is unknown to the Committee, distribution will be made to the Participant's Beneficiary or Beneficiaries. Payment to such one or more persons shall completely discharge the Company, the Trustee, and the Committee

17.3 Payment to Minors and Others. If the Committee determines that any person entitled to a distribution or payment from the Trust Fund is an infant or incompetent or is unable to care for his affairs by reason of physical or mental disability, it may cause all distributions or payments thereafter becoming due to such person to be made to any other person for his benefit, without responsibility to follow the application of payments so made. Payments made pursuant to this provision shall completely discharge the Company, the Trustee, and the Committee with respect to the amounts so paid. No person shall have any rights under the Plan with respect to the Trust Fund, or against the Trustee or any Employing Company, except as specifically provided herein. 17.4 Source of Benefits. The Trust Fund established under the Plan shall be the sole source of the payments or distributions to be made in accordance with the Plan. No person shall have any rights under the Plan with respect to the Trust Fund, or against the Trustee or any Employing Company, except as specifically provided herein. 17.5 Unclaimed Benefits. If the Committee is unable, within five (5) years after any distribution becomes payable to a Participant or Beneficiary, to make or direct payment to the person entitled thereto because the identity or whereabouts of such person cannot be ascertained, notwithstanding the mailing of due notice to such person at his last known address as indicated by the records of either the Committee or his Employing Company, then such benefit or distribution will be disposed of as follows: (a) If the whereabouts of the Participant is unknown to the Committee, distribution will be made to the Participant's Beneficiary or Beneficiaries. Payment to such one or more persons shall completely discharge the Company, the Trustee, and the Committee with respect to the amounts so paid. (b) If none of the persons described in (a) above, can be located, then the benefit payable under the Plan shall be forfeited and shall be applied to reduce future Employer Matching Contributions. Notwithstanding the foregoing sentence, such benefit shall be reinstated if a claim is made by the Participant or Beneficiary for the forfeited benefit. 17.6 Governing Law. The provisions of the Plan and the Trust shall be construed, administered, and enforced in accordance with the laws of the State of Georgia, except to the extent such laws are preempted by the laws of the United States. -64-

ARTICLE XVIII SPECIAL REQUIREMENTS FOR ACCOUNT BALANCES ATTRIBUTABLE TO ACCRUED BENEFITS TRANSFERRED FROM THE SEPCO PLAN 18.1 SEPCO Transferred Accounts. Notwithstanding any other provisions of this Plan to the contrary, a Participant's SEPCO Transferred Account shall be subject to the requirements of this Article XVIII. 18.2 In-Service Withdrawals from SEPCO Transferred Accounts. Except as provided in this Section 18.2, a Participant shall be entitled to a distribution of his SEPCO Transferred Account at the same time he is entitled to a distribution of his Account under the applicable provisions of Article XII. (a) Age 59 1/2. A Participant who has attained age 59 1/2 shall have the right to withdraw all or a portion of his SEPCO Transferred Account in accordance with Section 11.6(e) provided that he shall have first withdrawn all other amounts available to him in accordance with the terms and order of priority set forth in Section 11.1. (b) Hardship. A Participant who meets the requirements for hardship set forth in Section 11.6 hereof shall be entitled to withdraw amounts determined necessary to relieve such hardship from his SEPCO Transferred Account, provided that he shall have first withdrawn all other amounts available to him in accordance with the terms and order of priority set forth in Section 11.1.

ARTICLE XVIII SPECIAL REQUIREMENTS FOR ACCOUNT BALANCES ATTRIBUTABLE TO ACCRUED BENEFITS TRANSFERRED FROM THE SEPCO PLAN 18.1 SEPCO Transferred Accounts. Notwithstanding any other provisions of this Plan to the contrary, a Participant's SEPCO Transferred Account shall be subject to the requirements of this Article XVIII. 18.2 In-Service Withdrawals from SEPCO Transferred Accounts. Except as provided in this Section 18.2, a Participant shall be entitled to a distribution of his SEPCO Transferred Account at the same time he is entitled to a distribution of his Account under the applicable provisions of Article XII. (a) Age 59 1/2. A Participant who has attained age 59 1/2 shall have the right to withdraw all or a portion of his SEPCO Transferred Account in accordance with Section 11.6(e) provided that he shall have first withdrawn all other amounts available to him in accordance with the terms and order of priority set forth in Section 11.1. (b) Hardship. A Participant who meets the requirements for hardship set forth in Section 11.6 hereof shall be entitled to withdraw amounts determined necessary to relieve such hardship from his SEPCO Transferred Account, provided that he shall have first withdrawn all other amounts available to him in accordance with the terms and order of priority set forth in Section 11.1. 18.3 Loans from SEPCO Transferred Accounts. Subject to the provisions of Section 11.7, a Participant may request that a loan be made to him from his SEPCO Transferred Account, provided, however, that the Participant has first borrowed all other amounts available to him under the terms of the Plan in the order of priority set forth in Section 11.7(c). A Participant must obtain the consent of his or her spouse, if any, to use any portion of his SEPCO Transferred Account as security for a loan. Within the ninety-day period ending on the date on which a loan is made to a Participant who is married, the Participant shall obtain and deliver to the Committee the written consent of the Participant's spouse (1) to the loan, and (2) to the reduction of the Participant's Account if the Participant's Account is reduced because of nonpayment or other default with respect to the loan. No further spousal consent shall be required in the event the Participant's Account is subsequently reduced with -65-

respect to such loan, even if the Participant is then married to a different spouse. A new spousal consent shall be required for any subsequent loan to a Participant, if the Participant is then married. 18.4 Distribution of SEPCO Transferred Accounts. Notwithstanding any provisions of this Plan to the contrary, a Participant with a SEPCO Transferred Account shall be paid the vested benefits of the SEPCO Transferred Account upon retirement, death, total and permanent disability, or termination of employment as provided herein. (a) All benefits from a Participant's SEPCO Transferred Account shall be distributed in accordance with the distribution options available under Article XII, with applicable spousal consent as provided under the SEPCO Plan, unless a Participant elects payment of benefits in the form of a life annuity pursuant to a written election filed with the Committee prior to commencement of distribution of benefits. The provisions of this Section 18.4 shall take precedence over any conflicting provisions of the Plan and shall apply to any Participant who has a SEPCO Transferred Account and who elects to receive payment of his benefits from his SEPCO Transferred Account in the form of a life annuity. A married Participant electing to receive benefits in the form of a life annuity shall receive the value of his benefit in the form of a qualified joint and survivor annuity, which shall provide an annuity for the life of the Participant with a survivor annuity for the life of the Participant's spouse which is either 50% or 100%, as elected by the Participant, of the amount of the annuity which is payable during the joint lives of the Participant and the Participant's spouse, and which is the actuarial equivalent of a single life annuity for the life of the Participant. An unmarried Participant who elects a life annuity shall receive the value of his benefits from his SEPCO Transferred Account in the form of an annuity for his lifetime.

respect to such loan, even if the Participant is then married to a different spouse. A new spousal consent shall be required for any subsequent loan to a Participant, if the Participant is then married. 18.4 Distribution of SEPCO Transferred Accounts. Notwithstanding any provisions of this Plan to the contrary, a Participant with a SEPCO Transferred Account shall be paid the vested benefits of the SEPCO Transferred Account upon retirement, death, total and permanent disability, or termination of employment as provided herein. (a) All benefits from a Participant's SEPCO Transferred Account shall be distributed in accordance with the distribution options available under Article XII, with applicable spousal consent as provided under the SEPCO Plan, unless a Participant elects payment of benefits in the form of a life annuity pursuant to a written election filed with the Committee prior to commencement of distribution of benefits. The provisions of this Section 18.4 shall take precedence over any conflicting provisions of the Plan and shall apply to any Participant who has a SEPCO Transferred Account and who elects to receive payment of his benefits from his SEPCO Transferred Account in the form of a life annuity. A married Participant electing to receive benefits in the form of a life annuity shall receive the value of his benefit in the form of a qualified joint and survivor annuity, which shall provide an annuity for the life of the Participant with a survivor annuity for the life of the Participant's spouse which is either 50% or 100%, as elected by the Participant, of the amount of the annuity which is payable during the joint lives of the Participant and the Participant's spouse, and which is the actuarial equivalent of a single life annuity for the life of the Participant. An unmarried Participant who elects a life annuity shall receive the value of his benefits from his SEPCO Transferred Account in the form of an annuity for his lifetime. (b) If the Participant's interest is to be distributed in other than a single sum, the amount required to be distributed for each calendar year, beginning with distributions for the first Distribution Calendar Year, must at least equal the quotient obtained by dividing the Participant's Benefit by the Applicable Life Expectancy. (c) The minimum distribution required for the Participant's first Distribution Calendar Year must be made on or before the Participant's Required Beginning -66-

Date. The minimum distribution for other calendar years, including the minimum distribution for the Distribution Calendar Year in which the Participant's Required Beginning Date occurs, must be made on or before December 31 of that Distribution Calendar Year. (d) If the Participant's benefit is distributed in the form of an annuity purchased from an insurance company, distributions thereunder shall be made in accordance with the requirements of Section 401(a)(9) of the Code and the proposed regulations thereunder. (e) Definitions. (1) "Applicable Life Expectancy" means the life expectancy calculated using the attained age of the Participant as of the Participant's birthday in the applicable calendar year reduced by one for each calendar year which has elapsed since the date life expectancy was first calculated. If life expectancy is being recalculated, the applicable life expectancy shall be the life expectancy as so recalculated. The applicable calendar year shall be the first Distribution Calendar Year, and if life expectancy is being recalculated such succeeding calendar year. (2) "Distribution Calendar Year" means a calendar year for which a minimum distribution is required. For distributions beginning before the Participant's death, the first Distribution Calendar Year is the calendar year immediately preceding the calendar year which contains the Participant's Required Beginning Date. (3) "Participant's Benefit" means the account balance as of the last valuation date in the calendar year immediately preceding the Distribution Calendar Year (valuation calendar year) increased by the amount of any contributions or forfeitures allocated to the account balance as of dates in the valuation calendar year after the valuation date and decreased by distributions made in the valuation calendar year after the valuation date. If any portion of the minimum distribution for the first Distribution Calendar Year is made in the second Distribution Calendar Year on or before the Required Beginning Date, the amount of the minimum distribution made in the second Distribution Calendar Year shall be treated as if it had been made in the immediately preceding Distribution Calendar Year.

Date. The minimum distribution for other calendar years, including the minimum distribution for the Distribution Calendar Year in which the Participant's Required Beginning Date occurs, must be made on or before December 31 of that Distribution Calendar Year. (d) If the Participant's benefit is distributed in the form of an annuity purchased from an insurance company, distributions thereunder shall be made in accordance with the requirements of Section 401(a)(9) of the Code and the proposed regulations thereunder. (e) Definitions. (1) "Applicable Life Expectancy" means the life expectancy calculated using the attained age of the Participant as of the Participant's birthday in the applicable calendar year reduced by one for each calendar year which has elapsed since the date life expectancy was first calculated. If life expectancy is being recalculated, the applicable life expectancy shall be the life expectancy as so recalculated. The applicable calendar year shall be the first Distribution Calendar Year, and if life expectancy is being recalculated such succeeding calendar year. (2) "Distribution Calendar Year" means a calendar year for which a minimum distribution is required. For distributions beginning before the Participant's death, the first Distribution Calendar Year is the calendar year immediately preceding the calendar year which contains the Participant's Required Beginning Date. (3) "Participant's Benefit" means the account balance as of the last valuation date in the calendar year immediately preceding the Distribution Calendar Year (valuation calendar year) increased by the amount of any contributions or forfeitures allocated to the account balance as of dates in the valuation calendar year after the valuation date and decreased by distributions made in the valuation calendar year after the valuation date. If any portion of the minimum distribution for the first Distribution Calendar Year is made in the second Distribution Calendar Year on or before the Required Beginning Date, the amount of the minimum distribution made in the second Distribution Calendar Year shall be treated as if it had been made in the immediately preceding Distribution Calendar Year. (4) "Required Beginning Date" means April 1st of the calendar year following the calendar year in which -67-

the Participant attains age 70-1/2, in accordance with regulations prescribed by the Secretary of the Treasury. (f) Notwithstanding anything contained herein to the contrary, the requirements of this Section shall apply to any distribution of a Participant's interest and will take precedence over any inconsistent provisions of this Plan. All distributions required under this Section shall be determined and made in accordance with the proposed regulations under Section 401(a)(9), including the minimum distribution incidental benefit requirement of Section 1.401(a)(9)-2 of the proposed regulations. 18.5 Code Section 411(d)(6) Protected Benefits. Notwithstanding any of the foregoing, the provisions of this Article XVIII to effectuate the merger of the SEPCO Plan into this Plan 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 determined immediately prior to the date of such merger. The Committee shall disregard any part of this Article XVIII 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 XVIII 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. IN WITNESS WHEREOF, the Company has caused this amendment and restatement of The Southern Company Employee Savings Plan effective as of July 3, 1995, to be executed this day of , 1995. SOUTHERN COMPANY SERVICES, INC. By:

the Participant attains age 70-1/2, in accordance with regulations prescribed by the Secretary of the Treasury. (f) Notwithstanding anything contained herein to the contrary, the requirements of this Section shall apply to any distribution of a Participant's interest and will take precedence over any inconsistent provisions of this Plan. All distributions required under this Section shall be determined and made in accordance with the proposed regulations under Section 401(a)(9), including the minimum distribution incidental benefit requirement of Section 1.401(a)(9)-2 of the proposed regulations. 18.5 Code Section 411(d)(6) Protected Benefits. Notwithstanding any of the foregoing, the provisions of this Article XVIII to effectuate the merger of the SEPCO Plan into this Plan 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 determined immediately prior to the date of such merger. The Committee shall disregard any part of this Article XVIII 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 XVIII 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. IN WITNESS WHEREOF, the Company has caused this amendment and restatement of The Southern Company Employee Savings Plan effective as of July 3, 1995, to be executed this day of , 1995. SOUTHERN COMPANY SERVICES, INC. By: Its: (CORPORATE SEAL) Attest: By: Its: [hutchilm]M:\WPDOCS\SCS\ESP\1995esp.626 -68-

APPENDIX A - EMPLOYING COMPANIES The Employing Companies as of July 3, 1995 are: Alabama Power Company Georgia Power Company Gulf Power Company Mississippi Power Company Savannah Electric and Power Company Southern Communications Services, Inc. Southern Company Services, Inc. Southern Development and Investment Group, Inc. Southern Electric International, Inc. Southern Nuclear Operating Company, Inc. -69-

FIRST AMENDMENT TO THE SOUTHERN COMPANY EMPLOYEE SAVINGS PLAN

APPENDIX A - EMPLOYING COMPANIES The Employing Companies as of July 3, 1995 are: Alabama Power Company Georgia Power Company Gulf Power Company Mississippi Power Company Savannah Electric and Power Company Southern Communications Services, Inc. Southern Company Services, Inc. Southern Development and Investment Group, Inc. Southern Electric International, Inc. Southern Nuclear Operating Company, Inc. -69-

FIRST AMENDMENT TO THE SOUTHERN COMPANY EMPLOYEE SAVINGS PLAN WHEREAS, the Board of Directors of Southern Company Services, Inc. (the "Company") heretofore adopted the amendment and restatement of The Southern Company Employee Savings Plan (the "Plan"), effective as of July 3, 1995; and WHEREAS, the Board of Directors of the Company desires to amend the Plan in order to change the composition of the membership of the Committee appointed to serve as plan administrator; and WHEREAS, the Board of Directors of the Company is authorized pursuant to Section 15.1 of the Plan to amend the Plan at any time. NOW, THEREFORE, effective as of August 1, 1995, the Board of Directors of the Company hereby amends the Plan as follows: I. Amend Section 13.1 of the Plan by deleting said Section in its entirety and substituting the following in lieu thereof: 13.1 Membership of Committee. The Plan shall be administered by the Committee, which shall consist of the individuals then serving in the positions of Director, System Compensation and Benefits of The Southern Company; Vice-President, Human Resources of The Southern Company; and Comptroller of The Southern Company or any other position or positions that succeed to the dutires of the foregoing positions. The Committee shall be chaired by the Vice-President, Human Resources of The Southern Company and may select a Secretary (who may, but need not, be a member of the Committee) to keep its records or to assist it in the discharge of its duties. II. Except as amended herein by this First Amendment, the Plan shall remain in full force and effect as amended and restated by the Company prior to the adoption of this First Amendment.

IN WITNESS WHEREOF, Southern Company Services, Inc., through its duly authorized officers, has adopted this First Amendment to The Southern Company Employee Savings Plan this ________ day of _____________________, 1996. SOUTHERN COMPANY SERVICES, INC.

FIRST AMENDMENT TO THE SOUTHERN COMPANY EMPLOYEE SAVINGS PLAN WHEREAS, the Board of Directors of Southern Company Services, Inc. (the "Company") heretofore adopted the amendment and restatement of The Southern Company Employee Savings Plan (the "Plan"), effective as of July 3, 1995; and WHEREAS, the Board of Directors of the Company desires to amend the Plan in order to change the composition of the membership of the Committee appointed to serve as plan administrator; and WHEREAS, the Board of Directors of the Company is authorized pursuant to Section 15.1 of the Plan to amend the Plan at any time. NOW, THEREFORE, effective as of August 1, 1995, the Board of Directors of the Company hereby amends the Plan as follows: I. Amend Section 13.1 of the Plan by deleting said Section in its entirety and substituting the following in lieu thereof: 13.1 Membership of Committee. The Plan shall be administered by the Committee, which shall consist of the individuals then serving in the positions of Director, System Compensation and Benefits of The Southern Company; Vice-President, Human Resources of The Southern Company; and Comptroller of The Southern Company or any other position or positions that succeed to the dutires of the foregoing positions. The Committee shall be chaired by the Vice-President, Human Resources of The Southern Company and may select a Secretary (who may, but need not, be a member of the Committee) to keep its records or to assist it in the discharge of its duties. II. Except as amended herein by this First Amendment, the Plan shall remain in full force and effect as amended and restated by the Company prior to the adoption of this First Amendment.

IN WITNESS WHEREOF, Southern Company Services, Inc., through its duly authorized officers, has adopted this First Amendment to The Southern Company Employee Savings Plan this ________ day of _____________________, 1996. SOUTHERN COMPANY SERVICES, INC. By: Title: (CORPORATE SEAL) ATTEST: By: Title:

SECOND AMENDMENT TO THE

IN WITNESS WHEREOF, Southern Company Services, Inc., through its duly authorized officers, has adopted this First Amendment to The Southern Company Employee Savings Plan this ________ day of _____________________, 1996. SOUTHERN COMPANY SERVICES, INC. By: Title: (CORPORATE SEAL) ATTEST: By: Title:

SECOND 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 July 3, 1995, which was amended by the Board of Directors of Southern Company Services, Inc. ("Company") effective as of August 1, 1995; and WHEREAS, the Committee desires to amend the Plan to allow certain retired Participants to diversify the investment of Employer Matching Contributions under the Plan, to modify the definition of Highly Compensated Employee in light of recent guidance from the Internal Revenue Service, and to amend the Plan in accordance with the comments of the Internal Revenue Service related to the favorable determination letter application of the Plan as amended and restated effective as of January 1, 1989; 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 below: I. Section 2.19 of the Plan shall be amended effective as of July 3, 1995 by adding the following language to the end of such section: The Contribution Percentage of an Eligible Participant who does not make Voluntary Participant Contributions or have Employer Matching Contributions made on his behalf shall be zero. II. Section 2.36 of the Plan shall be amended effective as of July 3, 1995 by adding the following language to the end of such section: The amount of Excess Aggregate Contributions for a Highly Compensated Employee for a Plan Year is to be determined by the leveling

SECOND 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 July 3, 1995, which was amended by the Board of Directors of Southern Company Services, Inc. ("Company") effective as of August 1, 1995; and WHEREAS, the Committee desires to amend the Plan to allow certain retired Participants to diversify the investment of Employer Matching Contributions under the Plan, to modify the definition of Highly Compensated Employee in light of recent guidance from the Internal Revenue Service, and to amend the Plan in accordance with the comments of the Internal Revenue Service related to the favorable determination letter application of the Plan as amended and restated effective as of January 1, 1989; 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 below: I. Section 2.19 of the Plan shall be amended effective as of July 3, 1995 by adding the following language to the end of such section: The Contribution Percentage of an Eligible Participant who does not make Voluntary Participant Contributions or have Employer Matching Contributions made on his behalf shall be zero. II. Section 2.36 of the Plan shall be amended effective as of July 3, 1995 by adding the following language to the end of such section: The amount of Excess Aggregate Contributions for a Highly Compensated Employee for a Plan Year is to be determined by the leveling

method described in Treasury Regulation Section 1.401(m)-1(e)(2), under which the Contribution Percentage of the Highly Compensated Employee with the highest Contribution Percentage shall be reduced to the extent required to: (a) enable the Plan to satisfy the Actual Contribution Percentage Test; or (b) cause such Highly Compensated Employee's Contribution Percentage to equal the ratio of the Highly Compensated Employee with the next highest Contribution Percentage. This process must be repeated until the Plan satisfies the Actual Contribution Percentage Test. The amount of Excess Aggregate Contributions for a Plan Year for a Highly Compensated Employee is equal to the total Employer Matching Contributions and Voluntary Participant Contributions taken into account in determining the Highly Compensated Employee's Contribution Percentage for purposes of the Actual Contribution Percentage Test minus the amount determined by multiplying the Highly Compensated Employee's Contribution Percentage, as determined above, by his compensation. In no event may the Excess Aggregate Contributions for any Highly Compensated Employee exceed the amount of Employer Matching Contributions or Voluntary Participant Contributions made on behalf of the Highly Compensated Employee for the Plan Year. III.

method described in Treasury Regulation Section 1.401(m)-1(e)(2), under which the Contribution Percentage of the Highly Compensated Employee with the highest Contribution Percentage shall be reduced to the extent required to: (a) enable the Plan to satisfy the Actual Contribution Percentage Test; or (b) cause such Highly Compensated Employee's Contribution Percentage to equal the ratio of the Highly Compensated Employee with the next highest Contribution Percentage. This process must be repeated until the Plan satisfies the Actual Contribution Percentage Test. The amount of Excess Aggregate Contributions for a Plan Year for a Highly Compensated Employee is equal to the total Employer Matching Contributions and Voluntary Participant Contributions taken into account in determining the Highly Compensated Employee's Contribution Percentage for purposes of the Actual Contribution Percentage Test minus the amount determined by multiplying the Highly Compensated Employee's Contribution Percentage, as determined above, by his compensation. In no event may the Excess Aggregate Contributions for any Highly Compensated Employee exceed the amount of Employer Matching Contributions or Voluntary Participant Contributions made on behalf of the Highly Compensated Employee for the Plan Year. III. Section 2.40 of the Plan shall be amended effective as of July 3, 1995 by deleting said Section in its entirety and substituting therefor the following language: 2.40 "Highly Compensated Employee" shall mean any Employee or former employee (excluding any Employees who may be excluded pursuant to Code Section 414(q)(8)) who is treated as a highly compensated employee under Code Section 414(q) as determined under the applicable rulings and regulations thereunder. -2-

IV. Section 5.2 of the Plan shall be amended effective as of April 1, 1996 by adding at the end thereof the following language: Notwithstanding the foregoing, any Participant whose employment with the Affiliated Employers is terminated as a result of his retirement pursuant to the defined benefit pension plan of an Affiliated Employer may elect on and after April 1, 1996 to invest the amount credited to his Employer Matching Contribution subaccount in any of the Investment Funds under the Plan as provided in Article VIII. V. Section 8.4 of the Plan shall be amended effective as of April 1, 1996 by adding at the end thereof the following language: Notwithstanding the foregoing, any Participant whose employment with the Affiliated Employers is terminated as a result of his retirement pursuant to the defined benefit pension plan of an Affiliated Employer may direct on and after April 1, 1996 in accordance with the provisions of this Section 8.4 and such procedures established by the Committee that all or any portion of his Account (expressed in number of shares, whole dollar amounts, or onepercent (1%) increments) attributable to Employer Matching Contributions be transferred and invested by the Trustee as of such date in any Investment Fund or Funds designated by the Participant. VI. Except as amended herein by this Second Amendment, the Plan shall remain in full force and effect as amended and restated by the Company prior to the adoption of this Second Amendment. -3-

IV. Section 5.2 of the Plan shall be amended effective as of April 1, 1996 by adding at the end thereof the following language: Notwithstanding the foregoing, any Participant whose employment with the Affiliated Employers is terminated as a result of his retirement pursuant to the defined benefit pension plan of an Affiliated Employer may elect on and after April 1, 1996 to invest the amount credited to his Employer Matching Contribution subaccount in any of the Investment Funds under the Plan as provided in Article VIII. V. Section 8.4 of the Plan shall be amended effective as of April 1, 1996 by adding at the end thereof the following language: Notwithstanding the foregoing, any Participant whose employment with the Affiliated Employers is terminated as a result of his retirement pursuant to the defined benefit pension plan of an Affiliated Employer may direct on and after April 1, 1996 in accordance with the provisions of this Section 8.4 and such procedures established by the Committee that all or any portion of his Account (expressed in number of shares, whole dollar amounts, or onepercent (1%) increments) attributable to Employer Matching Contributions be transferred and invested by the Trustee as of such date in any Investment Fund or Funds designated by the Participant. VI. Except as amended herein by this Second Amendment, the Plan shall remain in full force and effect as amended and restated by the Company prior to the adoption of this Second Amendment. -3-

IN WITNESS WHEREOF, Southern Company Services, Inc. through its duly authorized officers has adopted this Second Amendment to The Southern Company Employee Savings Plan this ____ day of _________________________, 1996 to be effective as stated herein. SOUTHERN COMPANY SERVICES, INC. By: Its: ATTEST: By: Its: [CORPORATE SEAL] -4-

Exhibit 10(a)64 THE SOUTHERN COMPANY EMPLOYEE STOCK OWNERSHIP PLAN

IN WITNESS WHEREOF, Southern Company Services, Inc. through its duly authorized officers has adopted this Second Amendment to The Southern Company Employee Savings Plan this ____ day of _________________________, 1996 to be effective as stated herein. SOUTHERN COMPANY SERVICES, INC. By: Its: ATTEST: By: Its: [CORPORATE SEAL] -4-

Exhibit 10(a)64 THE SOUTHERN COMPANY EMPLOYEE STOCK OWNERSHIP PLAN As Amended and Restated Effective April 1, 1995

TABLE OF CONTENTS PAGE ARTICLE I PURPOSE OF THE PLAN............................................ 1

ARTICLE II DEFINITIONS.................................................... 2.1 2.2 2.3 Account.......................................................... Affiliated Employer"............................................. Aggregate Account................................................ (a) "Required Aggregation Group" ... (b) "Permissive Aggregation Group"............................... Aggregation Group................................................ Annual Addition.................................................. Beneficiary...................................................... Board of Directors............................................... Break-in-Service Date............................................ Code............................................................. Committee........................................................ Common Stock..................................................... Company.......................................................... Compensation..................................................... Defined Benefit Plan Fraction.................................... Defined Contribution Plan Fraction............................... Determination Date............................................... Determination Year............................................... Distributee ..................................................... Direct Rollover ................................................. Eligible Employee................................................ Eligible Retirement Plan ........................................ Eligible Rollover Distribution...................................

2 2 2 2 2 2 3 3 4 4 4 4 4 4 4 5 5 6 6 6 6 6 6 7 7

2.4 2.5 2.6 2.7 2.8 2.9 2.10 2.11 2.12 2.13 2.14 2.15 2.16 2.17 2.18 2.19 2.20 2.21 2.22

Exhibit 10(a)64 THE SOUTHERN COMPANY EMPLOYEE STOCK OWNERSHIP PLAN As Amended and Restated Effective April 1, 1995

TABLE OF CONTENTS PAGE ARTICLE I PURPOSE OF THE PLAN............................................ 1

ARTICLE II DEFINITIONS.................................................... 2.1 2.2 2.3

2

2.4 2.5 2.6 2.7 2.8 2.9 2.10 2.11 2.12 2.13 2.14 2.15 2.16 2.17 2.18 2.19 2.20 2.21 2.22 2.23 2.24 2.25 2.26 2.27 2.28 2.29 2.30 2.31 2.32 2.33 2.34 2.35 2.36 2.37 2.38 2.39 2.40 2.41

Account.......................................................... 2 Affiliated Employer"............................................. 2 Aggregate Account................................................ 2 (a) "Required Aggregation Group" ... 2 (b) "Permissive Aggregation Group"............................... 2 Aggregation Group................................................ 3 Annual Addition.................................................. 3 Beneficiary...................................................... 4 Board of Directors............................................... 4 Break-in-Service Date............................................ 4 Code............................................................. 4 Committee........................................................ 4 Common Stock..................................................... 4 Company.......................................................... 4 Compensation..................................................... 5 Defined Benefit Plan Fraction.................................... 5 Defined Contribution Plan Fraction............................... 6 Determination Date............................................... 6 Determination Year............................................... 6 Distributee ..................................................... 6 Direct Rollover ................................................. 6 Eligible Employee................................................ 6 Eligible Retirement Plan ........................................ 7 Eligible Rollover Distribution................................... 7 Employee......................................................... 7 Employing Company................................................ 7 Enrollment Date.................................................. 7 ERISA............................................................ 8 Family Member.................................................... 8 Highly Compensated Employee...................................... 8 Hour of Service.................................................. 9 Key Employee..................................................... 9 Limitation Year.................................................. 9 Look-Back Year................................................... 9 Market Value..................................................... 9 Non-Highly Compensated Employee.................................. 9 Normal Retirement Date........................................... 9 One-Year Break in Service........................................ 9 Participant...................................................... 9 Plan............................................................. 10 Plan Year........................................................ 10 Present Value of Accrued Retirement Income....................... 10 Qualified Election Period........................................ 10 i

2.42 2.43 2.44 2.45

Qualified Participant............................................ SEPCO............................................................ SEPCO ESOP....................................................... Super-Top-Heavy Group............................................

10 10 10 10

TABLE OF CONTENTS PAGE ARTICLE I PURPOSE OF THE PLAN............................................ 1

ARTICLE II DEFINITIONS.................................................... 2.1 2.2 2.3

2

2.4 2.5 2.6 2.7 2.8 2.9 2.10 2.11 2.12 2.13 2.14 2.15 2.16 2.17 2.18 2.19 2.20 2.21 2.22 2.23 2.24 2.25 2.26 2.27 2.28 2.29 2.30 2.31 2.32 2.33 2.34 2.35 2.36 2.37 2.38 2.39 2.40 2.41

Account.......................................................... 2 Affiliated Employer"............................................. 2 Aggregate Account................................................ 2 (a) "Required Aggregation Group" ... 2 (b) "Permissive Aggregation Group"............................... 2 Aggregation Group................................................ 3 Annual Addition.................................................. 3 Beneficiary...................................................... 4 Board of Directors............................................... 4 Break-in-Service Date............................................ 4 Code............................................................. 4 Committee........................................................ 4 Common Stock..................................................... 4 Company.......................................................... 4 Compensation..................................................... 5 Defined Benefit Plan Fraction.................................... 5 Defined Contribution Plan Fraction............................... 6 Determination Date............................................... 6 Determination Year............................................... 6 Distributee ..................................................... 6 Direct Rollover ................................................. 6 Eligible Employee................................................ 6 Eligible Retirement Plan ........................................ 7 Eligible Rollover Distribution................................... 7 Employee......................................................... 7 Employing Company................................................ 7 Enrollment Date.................................................. 7 ERISA............................................................ 8 Family Member.................................................... 8 Highly Compensated Employee...................................... 8 Hour of Service.................................................. 9 Key Employee..................................................... 9 Limitation Year.................................................. 9 Look-Back Year................................................... 9 Market Value..................................................... 9 Non-Highly Compensated Employee.................................. 9 Normal Retirement Date........................................... 9 One-Year Break in Service........................................ 9 Participant...................................................... 9 Plan............................................................. 10 Plan Year........................................................ 10 Present Value of Accrued Retirement Income....................... 10 Qualified Election Period........................................ 10 i

2.42 2.43 2.44 2.45 2.46 2.47 2.48 2.49 2.50 2.51 2.52

Qualified Participant............................................ SEPCO............................................................ SEPCO ESOP....................................................... Super-Top-Heavy Group............................................ Surviving Spouse ................................................ Top-Heavy Group.................................................. Trust or Trust Fund.............................................. Trust Agreement.................................................. Trustee.......................................................... Valuation Date................................................... Year of Service..................................................

10 10 10 10 10 10 11 11 11 11 11

ARTICLE III PARTICIPATION................................................. 12 3.1 3.2 3.3 Eligibility Requirements......................................... 12 Duration of Participation........................................ 12 Participation upon Reemployment.................................. 12

2.42 2.43 2.44 2.45 2.46 2.47 2.48 2.49 2.50 2.51 2.52

Qualified Participant............................................ SEPCO............................................................ SEPCO ESOP....................................................... Super-Top-Heavy Group............................................ Surviving Spouse ................................................ Top-Heavy Group.................................................. Trust or Trust Fund.............................................. Trust Agreement.................................................. Trustee.......................................................... Valuation Date................................................... Year of Service..................................................

10 10 10 10 10 10 11 11 11 11 11

ARTICLE III PARTICIPATION................................................. 12 3.1 3.2 3.3 3.4 3.5 Eligibility Requirements......................................... Duration of Participation........................................ Participation upon Reemployment.................................. No Restoration of Previously Distributed Benefits................ Special Rule for Scott Paper Company Energy Complex Employees................................................ 12 12 12 13 13

ARTICLE IV EMPLOYING COMPANY CONTRIBUTION................................. 14 4.1 4.2 4.3 4.4 4.5 Amount of Contribution........................................... Time of Payment.................................................. Purchases of Common Stock........................................ Restrictions on Common Stock..................................... Exclusive Benefit of Employees................................... 14 14 14 14 14

ARTICLE V PARTICIPANT CONTRIBUTION........................................ 16 5.1 Participant Contributions Not Allowed............................ 16

ARTICLE VI ACCOUNTS OF PARTICIPANTS....................................... 17 6.1 6.2 6.3 6.4 6.5 6.6 6.7 6.8 6.9 Separate Accounts................................................ Allocation of Common Stock....................................... Section 415 Limitations.......................................... Correction of Contributions in Excess of Section 415 Limits....................................................... Combination of Plans............................................. Allocation of Dividends and other Distributions.................. Valuations....................................................... Voting Company Stock............................................. Correction of Prior Incorrect Allocations and Distributions.................................................... 17 17 17 18 19 19 20 21 21

ii

ARTICLE VII AUTHORIZED WITHDRAWALS........................................ 22 7.1 7.2 In General....................................................... 22 Distributions in Lieu of Diversification of Investments Pursuant to Code Section 401(a)(28)(B).................................................... 22 In-Service Withdrawals........................................... 22

7.3

ARTICLE VIII DISTRIBUTIONS TO PARTICIPANTS................................ 24 8.1 8.2 8.3 8.4 8.5 8.6 8.7 Vesting.......................................................... Distribution upon Retirement..................................... Distribution upon Death.......................................... Designation of Beneficiary in the Event of Death................. Distribution upon Disability..................................... Distribution upon Termination of Employment...................... Property Distributed/Method of Payment........................... 24 24 24 24 25 25 26

ARTICLE VII AUTHORIZED WITHDRAWALS........................................ 22 7.1 7.2 In General....................................................... 22 Distributions in Lieu of Diversification of Investments Pursuant to Code Section 401(a)(28)(B).................................................... 22 In-Service Withdrawals........................................... 22

7.3

ARTICLE VIII DISTRIBUTIONS TO PARTICIPANTS................................ 24 8.1 8.2 8.3 8.4 8.5 8.6 8.7 8.8 8.9 8.10 8.11 8.12 8.13 8.14 Vesting.......................................................... Distribution upon Retirement..................................... Distribution upon Death.......................................... Designation of Beneficiary in the Event of Death................. Distribution upon Disability..................................... Distribution upon Termination of Employment...................... Property Distributed/Method of Payment........................... Commencement of Benefits......................................... Distribution upon Death.......................................... Adjustments for Deferred Accounts or Installment Payments......................................................... Transfers between Employing Companies............................ Distribution to Alternate Payees................................. Requirement for Direct Rollovers. .............................. Consent and Notice Requirements.................................. 24 24 24 24 25 25 26 27 27 28 28 28 28 28

ARTICLE IX ADMINISTRATION................................................. 30 9.1 9.2 9.3 9.4 9.5 9.6 9.7 9.8 9.9 9.10 9.11 9.12 9.13 9.14 9.15 9.16 9.17 9.18 Membership of Committee.......................................... Acceptance and Resignation....................................... Transaction of Business.......................................... Responsibilities in General...................................... Committee as Named Fiduciary..................................... Rules for Plan Administration.................................... Employment of Agents............................................. Co-Fiduciaries................................................... General Records.................................................. Liability of the Committee....................................... Reimbursement of Expenses and Compensation of Committee........................................................ Expenses of Plan and Trust Fund.................................. Responsibility for Funding Policy................................ Code Section 411(d)(6) Protected Benefits........................ Management of Assets............................................. Notice and Claims Procedure...................................... Bonding.......................................................... Multiple Fiduciary Capacities.................................... 30 30 30 30 30 31 31 31 31 32 32 32 33 33 33 33 33 33

iii

ARTICLE X THE TRUST FUND AND TRUSTEE...................................... 35 10.1 10.2 10.3 Trustee.......................................................... 35 Duties of the Trustee............................................ 35 Diversion........................................................ 35

ARTICLE XI AMENDMENT AND TERMINATION...................................... 36 11.1 11.2 11.3 Amendment of the Plan............................................ 36 Termination of the Plan.......................................... 36 Merger or Consolidation of the Plan.............................. 37

ARTICLE XII TOP-HEAVY PROVISIONS.......................................... 38 12.1 12.2 12.3 12.4 Top-Heavy Plan Requirements......................................38 Determination of Top-Heavy Status................................38 Minimum Allocation for Top-Heavy Plan Years......................39 Adjustments to Maximum Benefit Limits for Top-

ARTICLE X THE TRUST FUND AND TRUSTEE...................................... 35 10.1 10.2 10.3 Trustee.......................................................... 35 Duties of the Trustee............................................ 35 Diversion........................................................ 35

ARTICLE XI AMENDMENT AND TERMINATION...................................... 36 11.1 11.2 11.3 Amendment of the Plan............................................ 36 Termination of the Plan.......................................... 36 Merger or Consolidation of the Plan.............................. 37

ARTICLE XII TOP-HEAVY PROVISIONS.......................................... 38 12.1 12.2 12.3 12.4 Top-Heavy Plan Requirements......................................38 Determination of Top-Heavy Status................................38 Minimum Allocation for Top-Heavy Plan Years......................39 Adjustments to Maximum Benefit Limits for TopHeavy Plans......................................................40

ARTICLE XIII GENERAL PROVISIONS.......................................... 41 13.1 13.2 13.3 13.4 13.5 13.6 Plan Not an Employment Contract................................. Non-Alienation or Assignment.................................... Payments to Minors and Others................................... Source of Benefits.............................................. Unclaimed Benefits.............................................. Governing Law................................................... 41 41 42 42 42 42

iv

ARTICLE I PURPOSE OF THE PLAN The purpose of this Plan is to enable Participants to share in the future of The Southern Company, to provide Participants with an opportunity to accumulate capital for their future economic security, and to enable Participants to acquire stock ownership interests in The Southern Company. Consequently, Employing Company contributions to the Plan will be invested primarily in Common Stock of The Southern Company. The Plan is also designed to provide Participants with beneficial ownership of Common Stock of The Southern Company substantially in proportion to their relative Compensation without requiring any cash outlay, any reduction in pay or other benefits, or the surrender of any other rights on the part of Participants. The Plan was originally effective January 1, 1976, and was last amended and restated effective as of April 1, 1995. The Plan is hereby amended and restated effective April 1, 1995 for the purpose of making certain clarifying changes to ensure that the Plan document reflects the actual operation of the Plan and to make such other changes as deemed appropriate by the Committee. It is intended that this Plan, as amended and restated effective as of April 1, 1995, shall constitute an employee stock ownership plan under Section 4975(e)(7) of the Internal Revenue Code of 1986, as amended ("Code") and Section 407(d)(6) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The Plan is a stock bonus plan intended to be qualified under Section 401(a) of the Code. This amendment and restatement shall not be applicable to former Participants or Beneficiaries of former Participants whose employment with the Employing Companies terminated prior to April 1, 1995. 1

ARTICLE II

ARTICLE I PURPOSE OF THE PLAN The purpose of this Plan is to enable Participants to share in the future of The Southern Company, to provide Participants with an opportunity to accumulate capital for their future economic security, and to enable Participants to acquire stock ownership interests in The Southern Company. Consequently, Employing Company contributions to the Plan will be invested primarily in Common Stock of The Southern Company. The Plan is also designed to provide Participants with beneficial ownership of Common Stock of The Southern Company substantially in proportion to their relative Compensation without requiring any cash outlay, any reduction in pay or other benefits, or the surrender of any other rights on the part of Participants. The Plan was originally effective January 1, 1976, and was last amended and restated effective as of April 1, 1995. The Plan is hereby amended and restated effective April 1, 1995 for the purpose of making certain clarifying changes to ensure that the Plan document reflects the actual operation of the Plan and to make such other changes as deemed appropriate by the Committee. It is intended that this Plan, as amended and restated effective as of April 1, 1995, shall constitute an employee stock ownership plan under Section 4975(e)(7) of the Internal Revenue Code of 1986, as amended ("Code") and Section 407(d)(6) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The Plan is a stock bonus plan intended to be qualified under Section 401(a) of the Code. This amendment and restatement shall not be applicable to former Participants or Beneficiaries of former Participants whose employment with the Employing Companies terminated prior to April 1, 1995. 1

ARTICLE II DEFINITIONS All references to articles, sections, subsections, and paragraphs shall be to articles, sections, subsections, and paragraphs of this Plan unless another reference is expressly set forth in this Plan. Any words used in the masculine shall be read and be construed in the feminine where they would so apply. Words in the singular shall be read and construed in the plural, and all words in the plural shall be read and construed in the singular in all cases where they would so apply. For purposes of this Plan, unless otherwise required by the context, the following terms shall have the meanings set forth opposite such terms: 2.1 "Account" shall mean the separate account maintained for each Participant in accordance with Section 6.1. 2.2 "Affiliated Employer" shall mean each Employing Company and (a) any corporation which is a member of a controlled group of corporations (as defined in Section 414(b) of the Code) which includes any Employing Company; (b) any trade or business (whether or not incorporated) which is under common control (as defined in Section 414(c) of the Code) with any Employing Company; (c) any organization (whether or not incorporated) which is a member of an affiliated service group (as defined in Section 414(m) of the Code) which includes any Employing Company; and (d) any other entity required to be aggregated with an Employing Company pursuant to regulations under Section 414(o) of the Code. Notwithstanding the foregoing, for purposes of applying the limitations of Section 6.3, the term Affiliated Employer shall be adjusted as required by Code Section 415(h). 2.3 "Aggregate Account" shall mean with respect to a Participant as of the Determination Date, the sum of the following: (a) the Account balance of such Participant as of the most recent valuation occurring within a twelve-month period ending on the Determination Date;

ARTICLE II DEFINITIONS All references to articles, sections, subsections, and paragraphs shall be to articles, sections, subsections, and paragraphs of this Plan unless another reference is expressly set forth in this Plan. Any words used in the masculine shall be read and be construed in the feminine where they would so apply. Words in the singular shall be read and construed in the plural, and all words in the plural shall be read and construed in the singular in all cases where they would so apply. For purposes of this Plan, unless otherwise required by the context, the following terms shall have the meanings set forth opposite such terms: 2.1 "Account" shall mean the separate account maintained for each Participant in accordance with Section 6.1. 2.2 "Affiliated Employer" shall mean each Employing Company and (a) any corporation which is a member of a controlled group of corporations (as defined in Section 414(b) of the Code) which includes any Employing Company; (b) any trade or business (whether or not incorporated) which is under common control (as defined in Section 414(c) of the Code) with any Employing Company; (c) any organization (whether or not incorporated) which is a member of an affiliated service group (as defined in Section 414(m) of the Code) which includes any Employing Company; and (d) any other entity required to be aggregated with an Employing Company pursuant to regulations under Section 414(o) of the Code. Notwithstanding the foregoing, for purposes of applying the limitations of Section 6.3, the term Affiliated Employer shall be adjusted as required by Code Section 415(h). 2.3 "Aggregate Account" shall mean with respect to a Participant as of the Determination Date, the sum of the following: (a) the Account balance of such Participant as of the most recent valuation occurring within a twelve-month period ending on the Determination Date; (b) an adjustment for any contributions due as of the Determination Date; (c) any Plan distributions, including unrelated rollovers and plan-to-plan transfers (ones which are both initiated by the Employee and made from a plan maintained by one employer to a plan maintained by another employer), but not related rollovers or plan-to-plan transfers (ones either not initiated by the Employee or made to a plan maintained by the same employer), made within the Plan Year that includes 2

the Determination Date or within the four preceding Plan Years, including distributions made prior to January 1, 1984, and distributions made under a terminated plan which if it had not been terminated would have been required to be included in an Aggregation Group; (d) any Employee contributions, whether voluntary or mandatory; (e) unrelated rollovers and plan-to-plan transfers to this Plan accepted prior to January 1, 1984; and (f) related rollovers and plan-to-plan transfers to this Plan. 2.4 "Aggregation Group" shall mean either a Required Aggregation Group or a Permissive Aggregation Group as hereinafter determined. (a) Required Aggregation Group: In determining a Required Aggregation Group hereunder, each plan of the Affiliated Employers in which a Key Employee is a participant and each other plan of the Affiliated Employers which enables any plan in which a Key Employee participates to meet requirements of Code Section 401(a)(4)

the Determination Date or within the four preceding Plan Years, including distributions made prior to January 1, 1984, and distributions made under a terminated plan which if it had not been terminated would have been required to be included in an Aggregation Group; (d) any Employee contributions, whether voluntary or mandatory; (e) unrelated rollovers and plan-to-plan transfers to this Plan accepted prior to January 1, 1984; and (f) related rollovers and plan-to-plan transfers to this Plan. 2.4 "Aggregation Group" shall mean either a Required Aggregation Group or a Permissive Aggregation Group as hereinafter determined. (a) Required Aggregation Group: In determining a Required Aggregation Group hereunder, each plan of the Affiliated Employers in which a Key Employee is a participant and each other plan of the Affiliated Employers which enables any plan in which a Key Employee participates to meet requirements of Code Section 401(a)(4) or 410 will be required to be aggregated. Such group shall be known as a Required Aggregation Group. (b) Permissive Aggregation Group: The Affiliated Employers may also include any other plan not required to be included in the Required Aggregation Group, provided the resulting group, taken as a whole, would continue to satisfy the provisions of Code Section 401(a)(4) or 410. Such group shall be known as a Permissive Aggregation Group. 2.5 "Annual Addition" shall mean the amount allocated to a Participant's Account and accounts under all defined contribution plans maintained by the Affiliated Employers during a Limitation Year that constitutes (a) Affiliated Employer contributions, (b) voluntary participant contributions, (c) forfeitures, if any, allocated to a Participant's Account and accounts under all defined contribution plans maintained by the Affiliated Employers, and (d) amounts described in Sections 415(l)(1) and 419A(d)(2) of the Code. 3

2.6 "Beneficiary" shall mean any person(s) who, or estate(s), trust(s), or organization(s) which, in accordance with the provisions of Section 8.4, become entitled to receive benefits upon the death of a Participant. 2.7 "Board of Directors" shall mean the Board of Directors of Southern Company Services, Inc. 2.8 "Break-in-Service Date" means the earlier of the following dates: (a) the date on which an Employee terminates employment, is discharged, retires, or dies; or (b) the last day of an approved leave of absence including any extension. In the case of an individual who is absent from work for maternity or paternity reasons, such individual shall not incur a Break-in-Service Date earlier than the expiration of the second anniversary of the first date of such absence; provided, however, that the twelve-consecutive-month period beginning on the first anniversary of the first date of such absence shall not constitute a Year of Service. For purposes of this paragraph, an absence from work for maternity or paternity reasons means an absence (a) by reason of the pregnancy of the Employee, (b) by reason of a birth of a child of the Employee, (c) by reason of the placement of a child with the Employee in connection with the adoption of such child by such Employee, or (d) for purposes of caring for such child for a period beginning immediately following such birth or placement.

2.6 "Beneficiary" shall mean any person(s) who, or estate(s), trust(s), or organization(s) which, in accordance with the provisions of Section 8.4, become entitled to receive benefits upon the death of a Participant. 2.7 "Board of Directors" shall mean the Board of Directors of Southern Company Services, Inc. 2.8 "Break-in-Service Date" means the earlier of the following dates: (a) the date on which an Employee terminates employment, is discharged, retires, or dies; or (b) the last day of an approved leave of absence including any extension. In the case of an individual who is absent from work for maternity or paternity reasons, such individual shall not incur a Break-in-Service Date earlier than the expiration of the second anniversary of the first date of such absence; provided, however, that the twelve-consecutive-month period beginning on the first anniversary of the first date of such absence shall not constitute a Year of Service. For purposes of this paragraph, an absence from work for maternity or paternity reasons means an absence (a) by reason of the pregnancy of the Employee, (b) by reason of a birth of a child of the Employee, (c) by reason of the placement of a child with the Employee in connection with the adoption of such child by such Employee, or (d) for purposes of caring for such child for a period beginning immediately following such birth or placement. 2.9 "Code" shall mean the Internal Revenue Code of 1986, as amended, or any successor statute, and the rulings and regulations promulgated thereunder. In the event an amendment to the Code renumbers a section of the Code referred to in this Plan, any such reference automatically shall become a reference to such section as renumbered. 2.10 "Committee" shall mean the Committee appointed pursuant to Section 9.1 to serve as plan administrator. 2.11 "Common Stock" shall mean the common stock of The Southern Company, which stock is a qualifying employer security within the meaning of Code Section 409(l)(1) and which stock is a registration-type class of securities as defined in Code Section 409(e)(4). 2.12 "Company" shall mean Southern Company Services, Inc., and its successors. 4

2.13 "Compensation" shall mean the total amount of a Participant's salary or wages, amounts received as sick pay and for leaves of absence with pay, overtime pay, any shift, nuclear, or other pay differentials, substitution pay, and other amounts received for personal services actually rendered, amounts paid by any Employing Company to The Southern Company Employee Savings Plan as Elective Employer Contributions (as defined therein) pursuant to the Participant's exercise of his deferral option made in accordance with Section 401(k) of the Code, all awards under The Southern Company Performance Pay Plan, The Southern Company Productivity Improvement Plan, The Southern Company Executive Productivity Improvement Plan, and the Incentive Compensation Plan for Southern Electric International, Inc. includable as gross income, and amounts contributed by an Employing Company to the Southern Electric System Flexible Benefits Plan or The Southern Company Flexible Benefits Plan on behalf of the Participant pursuant to his salary reduction election under either such plan, and before deduction of taxes, social security, etc. The term "Compensation" shall not include amounts which are reimbursement to a Participant paid by any Employing Company, including but not limited to, reimbursement for such items as moving expenses and travel and entertainment expenses, and imputed income for automobile expenses, tax preparation expenses, and health and life insurance premiums paid by an Employing Company. For Plan Years beginning on and after January 1, 1994, the Compensation of each Participant taken into account for purposes of this Plan shall not exceed $150,000 (as adjusted pursuant to Code Section 401(a)(17)). In determining the Compensation of a Participant for purposes of this limitation, the rules of Section 414(q)(6) of the Code shall apply, except in applying such rules, the term "family" shall include only the spouse of the Participant and any lineal descendants of the Participant who have not attained age 19 before the close of the Plan Year. If, as a result of the application of the rules of Code Section 414(q)(6), the adjusted dollar limitation is exceeded, then the limitation shall be prorated among the affected individuals in proportion to each such individual's

2.13 "Compensation" shall mean the total amount of a Participant's salary or wages, amounts received as sick pay and for leaves of absence with pay, overtime pay, any shift, nuclear, or other pay differentials, substitution pay, and other amounts received for personal services actually rendered, amounts paid by any Employing Company to The Southern Company Employee Savings Plan as Elective Employer Contributions (as defined therein) pursuant to the Participant's exercise of his deferral option made in accordance with Section 401(k) of the Code, all awards under The Southern Company Performance Pay Plan, The Southern Company Productivity Improvement Plan, The Southern Company Executive Productivity Improvement Plan, and the Incentive Compensation Plan for Southern Electric International, Inc. includable as gross income, and amounts contributed by an Employing Company to the Southern Electric System Flexible Benefits Plan or The Southern Company Flexible Benefits Plan on behalf of the Participant pursuant to his salary reduction election under either such plan, and before deduction of taxes, social security, etc. The term "Compensation" shall not include amounts which are reimbursement to a Participant paid by any Employing Company, including but not limited to, reimbursement for such items as moving expenses and travel and entertainment expenses, and imputed income for automobile expenses, tax preparation expenses, and health and life insurance premiums paid by an Employing Company. For Plan Years beginning on and after January 1, 1994, the Compensation of each Participant taken into account for purposes of this Plan shall not exceed $150,000 (as adjusted pursuant to Code Section 401(a)(17)). In determining the Compensation of a Participant for purposes of this limitation, the rules of Section 414(q)(6) of the Code shall apply, except in applying such rules, the term "family" shall include only the spouse of the Participant and any lineal descendants of the Participant who have not attained age 19 before the close of the Plan Year. If, as a result of the application of the rules of Code Section 414(q)(6), the adjusted dollar limitation is exceeded, then the limitation shall be prorated among the affected individuals in proportion to each such individual's Compensation, as determined under this Section 2.13 prior to the application of this limitation. 2.14 "Defined Benefit Plan Fraction" shall mean the following fraction: (numerator) Sum of the projected annual benefits of the Participant under all Affiliated Employer defined benefit plans (whether or not terminated) determined as of the close of the Plan Year. (denominator) The lesser of (a) the product of 1.25 multiplied by the dollar limitation in effect for the Plan Year under Code Sections 415(b)(1)(A) or 415(d), or (b) 1.4 multiplied by 100% of the Participant's average 5

compensation for his highest three (3) consecutive Plan Years of participation as adjusted under Treasury Regulation Section 1.415-5. 2.15 "Defined Contribution Plan Fraction" shall mean the following fraction: (numerator) The sum of all Annual Additions to the account of the Participant as of the close of the Plan Year under all defined contribution plans maintained by the Affiliated Employers for the current and prior Limitation Years (whether or not terminated), including this Plan. (denominator) The sum of the lesser of the following amounts determined for such Plan Year and for each prior Plan Year in which the Participant has a Year of Service: (a) 1.25 multiplied by the dollar limitation in effect under Code Section 415(c)(1)(A) for the Plan Year (determined without regard to Code Section 415(c)(6)), or (b) 1.4 multiplied by the amount that may be taken into account under Code Section 415(c)(1)(B) with respect to a Participant for the Plan Year. 2.16 "Determination Date" shall mean with respect to a Plan Year, the last day of the preceding Plan Year. 2.17 "Determination Year" shall mean the Plan Year being tested. 2.18 "Distributee" shall include an Employee or former Employee. In addition, the Employee's or former Employee's surviving spouse and the Employee's or former Employee's spouse or former spouse who is an alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the Code, are

compensation for his highest three (3) consecutive Plan Years of participation as adjusted under Treasury Regulation Section 1.415-5. 2.15 "Defined Contribution Plan Fraction" shall mean the following fraction: (numerator) The sum of all Annual Additions to the account of the Participant as of the close of the Plan Year under all defined contribution plans maintained by the Affiliated Employers for the current and prior Limitation Years (whether or not terminated), including this Plan. (denominator) The sum of the lesser of the following amounts determined for such Plan Year and for each prior Plan Year in which the Participant has a Year of Service: (a) 1.25 multiplied by the dollar limitation in effect under Code Section 415(c)(1)(A) for the Plan Year (determined without regard to Code Section 415(c)(6)), or (b) 1.4 multiplied by the amount that may be taken into account under Code Section 415(c)(1)(B) with respect to a Participant for the Plan Year. 2.16 "Determination Date" shall mean with respect to a Plan Year, the last day of the preceding Plan Year. 2.17 "Determination Year" shall mean the Plan Year being tested. 2.18 "Distributee" shall include an Employee or former Employee. In addition, the Employee's or former Employee's surviving spouse and the Employee's or former Employee's spouse or former spouse who is an alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the Code, are Distributees with regard to the interest of the spouse or former spouse. 2.19 "Direct Rollover" shall mean a payment by the Plan to the Eligible Retirement Plan specified by the Distributee. 2.20 "Eligible Employee" shall mean an Employee who is employed by an Employing Company and (a) who was eligible to be included in the Plan on January 1, 1991, or (b) who is a regular full-time, regular part-time, or cooperative education employee other than: (a) an Employee who is treated as such solely by reason of the "leased employee" rules of Code Section 414(n); (b) any Employee who is represented by a collective bargaining agent unless the representatives of his bargaining 6

unit and the Employing Company mutually agree to participation in the Plan subject to its terms by members of his bargaining unit; and (c) an individual who is a cooperative education employee and who first performs an Hour of Service on or after January 1, 1995. 2.21 "Eligible Retirement Plan" shall mean an individual retirement account described in Section 408(a) of the Code, an individual retirement annuity described in Section 408(b) of the Code, an annuity plan described in Section 403(a) of the Code, or a qualified trust described in Section 401(a) of the Code that accepts the Distributee's Eligible Rollover Distribution. However, in the case of an Eligible Rollover Distribution to a surviving spouse, an Eligible Retirement Plan is an individual retirement account or individual retirement annuity. 2.22 "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; and (c) the portion of any distribution that is not includable in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to

unit and the Employing Company mutually agree to participation in the Plan subject to its terms by members of his bargaining unit; and (c) an individual who is a cooperative education employee and who first performs an Hour of Service on or after January 1, 1995. 2.21 "Eligible Retirement Plan" shall mean an individual retirement account described in Section 408(a) of the Code, an individual retirement annuity described in Section 408(b) of the Code, an annuity plan described in Section 403(a) of the Code, or a qualified trust described in Section 401(a) of the Code that accepts the Distributee's Eligible Rollover Distribution. However, in the case of an Eligible Rollover Distribution to a surviving spouse, an Eligible Retirement Plan is an individual retirement account or individual retirement annuity. 2.22 "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; and (c) the portion of any distribution that is not includable in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities). 2.23 "Employee" shall mean each individual who is employed by an Affiliated Employer under common law and each individual who is required to be treated as an employee pursuant to the "leased employee" rules of Code Section 414(n) other than a leased employee described in Code Section 414(n)(5). 2.24 "Employing Company" shall mean the Company and any affiliate or subsidiary of The 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 them. The Employing Companies are set forth on Appendix A to the Plan, as updated from time to time. No such entity shall be treated as an Employing Company prior to the date it adopts the Plan. 2.25 "Enrollment Date" shall mean the first day of each calendar month. 7

2.26 "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended, or any successor statute, and the rulings and regulations promulgated thereunder. In the event an amendment to ERISA renumbers a section of ERISA referred to in this Plan, any such reference automatically shall become a reference to such section as renumbered. 2.27 "Family Member" shall mean the spouse, lineal ascendants and descendants of an Employee or former Employee and the spouse of such ascendants and descendants of an Employee or former Employee as described in Section 414(q)(6)(B) of the Code. 2.28 "Highly Compensated Employee" shall mean any Employee or former Employee (excluding any Employees who may be excluded pursuant to Code Section 414(q)(8)) who during the Determination Year or the Look-Back Year: (a) was at any time a five-percent (5%) owner (as defined in Code Section 416(i)(1)(B)(i)); (b) received compensation (within the meaning of Code Section 414(q)(7)) from an Affiliated Employer in excess of $75,000 (or such amount as may be adjusted by the Secretary of the Treasury); (c) received compensation (within the meaning of Code Section 414(q)(7)) from an Affiliated Employer in excess of $50,000 (or such amount as may be adjusted by the Secretary of the Treasury) and was in the top-paid group (as defined in Code Section 414(q)(4)) of Employees for such year; or

2.26 "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended, or any successor statute, and the rulings and regulations promulgated thereunder. In the event an amendment to ERISA renumbers a section of ERISA referred to in this Plan, any such reference automatically shall become a reference to such section as renumbered. 2.27 "Family Member" shall mean the spouse, lineal ascendants and descendants of an Employee or former Employee and the spouse of such ascendants and descendants of an Employee or former Employee as described in Section 414(q)(6)(B) of the Code. 2.28 "Highly Compensated Employee" shall mean any Employee or former Employee (excluding any Employees who may be excluded pursuant to Code Section 414(q)(8)) who during the Determination Year or the Look-Back Year: (a) was at any time a five-percent (5%) owner (as defined in Code Section 416(i)(1)(B)(i)); (b) received compensation (within the meaning of Code Section 414(q)(7)) from an Affiliated Employer in excess of $75,000 (or such amount as may be adjusted by the Secretary of the Treasury); (c) received compensation (within the meaning of Code Section 414(q)(7)) from an Affiliated Employer in excess of $50,000 (or such amount as may be adjusted by the Secretary of the Treasury) and was in the top-paid group (as defined in Code Section 414(q)(4)) of Employees for such year; or (d) was at any time an officer and received compensation (within the meaning of Code Section 414(q)(7)) greater than fifty percent (50%) of the amount in effect under Code Section 415(b)(1)(A) for such year. Notwithstanding the foregoing, the determination of which Employees are Highly Compensated Employees shall at all times be subject to the rules of Code Section 414(q); the maximum number of officers taken into account under (d) above shall not exceed fifty (50); and Employees who were not described in (b), (c) or (d) above during the Look-Back Year shall not be considered as described in such subsections for the Determination Year unless such Employees are members of the group consisting of the one hundred (100) Employees paid the greatest compensation (within the meaning of Code Section 414(q)(7)) for the Determination Year. A Highly Compensated Employee shall include any Employee who separated from service (or was deemed to have separated) prior to the Plan Year, performs no service for an Affiliated Employer during the Plan Year, and was a Highly Compensated Employee for 8

either the separation year or any Determination Year ending on or after the Employee's fifty-fifth (55th) birthday. If an Employee is, during a Determination Year or a Look-Back Year, a Family Member of either (x) a fivepercent (5%) owner who is an Employee or (y) a former Employee or a Highly Compensated Employee who is one of the top-ten most Highly Compensated Employees ranked on the basis of compensation paid by an Affiliated Employer during such year, then the Family Member and the five- percent (5%) owner or top-ten Highly Compensated Employee shall be treated as a single employee receiving compensation and Plan contributions equal to the sum of the compensation and contributions for such individuals. 2.29 "Hour of Service" shall mean each hour for which an Employee is paid or entitled to payment for the performance of duties for an Affiliated Employer. 2.30 "Key Employee" shall mean any Employee or former Employee (and his Beneficiary) who is a key employee within the meaning of Code Section 416(i)(1).

either the separation year or any Determination Year ending on or after the Employee's fifty-fifth (55th) birthday. If an Employee is, during a Determination Year or a Look-Back Year, a Family Member of either (x) a fivepercent (5%) owner who is an Employee or (y) a former Employee or a Highly Compensated Employee who is one of the top-ten most Highly Compensated Employees ranked on the basis of compensation paid by an Affiliated Employer during such year, then the Family Member and the five- percent (5%) owner or top-ten Highly Compensated Employee shall be treated as a single employee receiving compensation and Plan contributions equal to the sum of the compensation and contributions for such individuals. 2.29 "Hour of Service" shall mean each hour for which an Employee is paid or entitled to payment for the performance of duties for an Affiliated Employer. 2.30 "Key Employee" shall mean any Employee or former Employee (and his Beneficiary) who is a key employee within the meaning of Code Section 416(i)(1). 2.31 "Limitation Year" shall mean the Plan Year. 2.32 "Look-Back Year" shall mean the Plan Year preceding the Determination Year. 2.33 "Market Value" prior to September 1, 1995 shall mean the closing price of a share of the Common Stock based on consolidated trading as defined by the Consolidated Tape Association and reported as part of the consolidated trading prices of New York Stock Exchange listed securities for the 20 consecutive trading days immediately preceding the date on which the Common Stock is contributed to the Plan or purchased from The Southern Company, and on and after September 1, 1995 shall mean the average purchase price of a share of the Common Stock under The Southern Company Employee Savings Plan as of the applicable Valuation Date. 2.34 "Non-Highly Compensated Employee" shall mean an Employee who is neither a Highly Compensated Employee nor the Family Member of a Highly Compensated Employee. 2.35 "Normal Retirement Date" shall mean the first day of the month following a Participant's sixty-fifth (65th) birthday. 2.36 "One-Year Break in Service" shall mean each twelve- consecutive-month period within the period commencing with an Employee's Break-in-Service Date and ending on the date the Employee is again credited with an Hour of Service. 2.37 "Participant" shall mean (a) an Eligible Employee who satisfied the eligibility requirements set forth in Section 3.1 of 9

the Plan and whose participation in the Plan at the time of reference has not been terminated as provided in the Plan and (b) an Employee or former Employee who has ceased to be a Participant under (a) above, but for whom an Account is maintained under the Plan. 2.38 "Plan" shall mean The Southern Company Employee Stock Ownership Plan, as described herein and as it may be amended from time to time. Prior to January 1, 1991, the Plan was named The Employee Stock Ownership Plan of The Southern Company System. 2.39 "Plan Year" shall mean the twelve-month period commencing January 1st and ending on the last day of December next following. 2.40 "Present Value of Accrued Retirement Income" shall mean an amount determined solely for the purpose of determining if the Plan or any other plan included in a Required Aggregation Group of which the Plan is a part is top heavy in accordance with Code Section 416. 2.41 "Qualified Election Period" shall mean the six-Plan-Year period beginning with the Plan Year in which the

the Plan and whose participation in the Plan at the time of reference has not been terminated as provided in the Plan and (b) an Employee or former Employee who has ceased to be a Participant under (a) above, but for whom an Account is maintained under the Plan. 2.38 "Plan" shall mean The Southern Company Employee Stock Ownership Plan, as described herein and as it may be amended from time to time. Prior to January 1, 1991, the Plan was named The Employee Stock Ownership Plan of The Southern Company System. 2.39 "Plan Year" shall mean the twelve-month period commencing January 1st and ending on the last day of December next following. 2.40 "Present Value of Accrued Retirement Income" shall mean an amount determined solely for the purpose of determining if the Plan or any other plan included in a Required Aggregation Group of which the Plan is a part is top heavy in accordance with Code Section 416. 2.41 "Qualified Election Period" shall mean the six-Plan-Year period beginning with the Plan Year in which the Participant first becomes a Qualified Participant. 2.42 "Qualified Participant" shall mean a Participant who has attained age 55 and who has completed at least 10 years of participation in the Plan, whether or not he remains an Employee. 2.43 "SEPCO" shall mean Savannah Electric and Power Company. 2.44 "SEPCO ESOP" shall mean the Employee Stock Ownership Plan of Savannah Electric and Power Company. 2.45 "Super-Top-Heavy Group" shall mean an Aggregation Group that would be a Top-Heavy Group if 90% were substituted for 60% in Section 2.47. 2.46 "Surviving Spouse" shall mean the person to whom the Participant is married on the date of his death, if such spouse is then living, provided that the Participant and such spouse shall have been married throughout the one (1) year period ending on the date of the Participant's death. 2.47 "Top-Heavy Group" shall mean an Aggregation Group in which, as of the Determination Date, the sum of: (a) the Present Value of Accrued Retirement Income of Key Employees under all defined benefit plans included in that group, and (b) the Aggregate Accounts of Key Employees under all defined contribution plans included in the group, 10

exceeds 60% of a similar sum determined for all employees. 2.48 "Trust or Trust Fund" shall mean the trust established pursuant to the Trust Agreement. 2.49 "Trust Agreement" shall mean the trust agreement between the Company and the Trustee, as described in Article X. 2.50 "Trustee" shall mean the person or corporation designated as trustee under the Trust Agreement, including any successor or successors. 2.51 "Valuation Date" shall mean each business day of the New York Stock Exchange. 2.52 "Year of Service" shall mean a twelve-month period of employment as an Employee, including any fractions thereof. Calculation of the twelve-month periods shall commence with the Employee's first day of employment, which is the date on which an Employee first performs an Hour of Service, and shall terminate on his Break-in-

exceeds 60% of a similar sum determined for all employees. 2.48 "Trust or Trust Fund" shall mean the trust established pursuant to the Trust Agreement. 2.49 "Trust Agreement" shall mean the trust agreement between the Company and the Trustee, as described in Article X. 2.50 "Trustee" shall mean the person or corporation designated as trustee under the Trust Agreement, including any successor or successors. 2.51 "Valuation Date" shall mean each business day of the New York Stock Exchange. 2.52 "Year of Service" shall mean a twelve-month period of employment as an Employee, including any fractions thereof. Calculation of the twelve-month periods shall commence with the Employee's first day of employment, which is the date on which an Employee first performs an Hour of Service, and shall terminate on his Break-inService Date. Thereafter, if he has more than one period of employment as an Employee, his Years of Service for any subsequent period shall commence with the Employee's reemployment date, which is the first date following a Break-in-Service Date on which the Employee performs an Hour of Service, and shall terminate on his next Break-in-Service Date. An Employee who has a Break-in- Service Date and resumes employment with the Affiliated Employers within twelve months of his Break-in-Service Date shall receive a fractional Year of Service for the period of such cessation of employment. For purposes of determining an Employee's eligibility to participate, the following years of service shall also be treated as Years of Service: (a) In respect of an Employee of an Employing Company who transfers to an Employing Company from Southern Electric International, Inc. following its adoption of a defined contribution plan under Section 401(a) of the Code, his credited years of service under such plan as of his date of transfer. (b) In respect of an Employee of an Employing Company who transfers to an Employing Company from SEPCO on or before December 31, 1992, his credited years of service under the SEPCO ESOP for actual service while employed at SEPCO as of his date of transfer. Notwithstanding anything in this Section 2.52 to the contrary, an Employee shall not receive credit for more than one Year of Service with respect to any twelve-consecutive-month period. 11

ARTICLE III PARTICIPATION 3.1 Eligibility Requirements. Each Eligible Employee shall become a Participant on the later of April 1, 1995 or the Enrollment Date next following the date on which the Eligible Employee completes a Year of Service. 3.2 Duration of Participation. Once an Eligible Employee becomes a Participant in the Plan, he shall remain an active Participant during each Plan Year in which he is an Eligible Employee as of the last day of such Plan Year; provided, however, that an Eligible Employee whose employment terminates during a Plan Year by reason of death, retirement pursuant to his Affiliated Employer's pension plan, or total and permanent disability, as determined by the Social Security Administration, shall not cease to be an active Participant until the first day of the Plan Year next following the date such termination of employment occurs. In addition, a Participant in the Plan shall remain an active Participant during periods of authorized leaves of absence granted by an Employing Company under rules uniformly applicable to all persons similarly situated, during periods of sickness, disability leave, jury or military duty, or vacation or holiday leave. If the Employee does not return to work within the period of his authorized leave of absence (not including sickness or disability leave) or within the period provided by law in respect of absence for military duty, he shall cease to be an active Participant in the Plan as of the first day next following the date his authorized leave of absence or military duty is terminated.

ARTICLE III PARTICIPATION 3.1 Eligibility Requirements. Each Eligible Employee shall become a Participant on the later of April 1, 1995 or the Enrollment Date next following the date on which the Eligible Employee completes a Year of Service. 3.2 Duration of Participation. Once an Eligible Employee becomes a Participant in the Plan, he shall remain an active Participant during each Plan Year in which he is an Eligible Employee as of the last day of such Plan Year; provided, however, that an Eligible Employee whose employment terminates during a Plan Year by reason of death, retirement pursuant to his Affiliated Employer's pension plan, or total and permanent disability, as determined by the Social Security Administration, shall not cease to be an active Participant until the first day of the Plan Year next following the date such termination of employment occurs. In addition, a Participant in the Plan shall remain an active Participant during periods of authorized leaves of absence granted by an Employing Company under rules uniformly applicable to all persons similarly situated, during periods of sickness, disability leave, jury or military duty, or vacation or holiday leave. If the Employee does not return to work within the period of his authorized leave of absence (not including sickness or disability leave) or within the period provided by law in respect of absence for military duty, he shall cease to be an active Participant in the Plan as of the first day next following the date his authorized leave of absence or military duty is terminated. 3.3 Participation upon Reemployment. If an Employee terminates his employment with an Affiliated Employer and is subsequently reemployed as an Eligible Employee, the following rules shall apply in determining his eligibility to participate: (a) If the reemployed Eligible Employee had not completed the Year of Service requirement of Section 3.1 prior to his termination of employment and is reemployed following a One-Year Break in Service, he shall not receive credit for fractional periods of service completed prior to the One-Year Break in Service until he has completed a Year of Service after his return. A reemployed Employee who had not completed the Year of Service requirement and who is reemployed within 12 months of his Break-in-Service Date shall receive service credit for the period in which he performed no services in accordance with Section 2.52. (b) If the reemployed Eligible Employee had fulfilled the eligibility requirements of Section 3.1 prior to his termination of employment and is reemployed as an Eligible Employee, whether before or after he incurs a OneYear Break 12

in Service, he shall again become a Participant in the Plan as of the date of his reemployment. 3.4 No Restoration of Previously Distributed Benefits. A Participant who had terminated his employment with the Affiliated Employers and who has received a distribution of the amount credited to his Account pursuant to Section 8.6 shall not be entitled to restore the amount of such distribution to his Account if he is reemployed and again becomes a Participant in the Plan. 3.5 Special Rule for Scott Paper Company Energy Complex Employees. An Eligible Employee who was an employee of Scott Paper Company Energy Complex on December 16, 1994, and who became an Employee of an Employing Company effective December 17, 1994, shall be credited with a Year of Service as of December 31, 1994, and shall become a Participant on January 1, 1995. 13

ARTICLE IV EMPLOYING COMPANY CONTRIBUTION 4.1 Amount of Contribution. An Employing Company may contribute to the Plan, in respect of each Plan Year,

in Service, he shall again become a Participant in the Plan as of the date of his reemployment. 3.4 No Restoration of Previously Distributed Benefits. A Participant who had terminated his employment with the Affiliated Employers and who has received a distribution of the amount credited to his Account pursuant to Section 8.6 shall not be entitled to restore the amount of such distribution to his Account if he is reemployed and again becomes a Participant in the Plan. 3.5 Special Rule for Scott Paper Company Energy Complex Employees. An Eligible Employee who was an employee of Scott Paper Company Energy Complex on December 16, 1994, and who became an Employee of an Employing Company effective December 17, 1994, shall be credited with a Year of Service as of December 31, 1994, and shall become a Participant on January 1, 1995. 13

ARTICLE IV EMPLOYING COMPANY CONTRIBUTION 4.1 Amount of Contribution. An Employing Company may contribute to the Plan, in respect of each Plan Year, cash or Common Stock in an amount (or under such formula) as the Company, in its sole and absolute discretion, shall determine. If Common Stock is contributed to the Plan, the number of shares contributed shall be determined by the Market Value of such Common Stock. 4.2 Time of Payment. The Employing Company shall transfer the amount of cash or Common Stock described in Section 4.1 to the Plan on any date or dates consistent with the law, which the Employing Company may select, provided that the contributions for a Plan Year shall be transferred not later than the time (including extensions) for filing the consolidated federal income tax return for such Plan Year. 4.3 Purchases of Common Stock. If a contribution to the Plan under Section 4.1 is made in cash, the Trustee shall use such contribution to purchase Common Stock; provided, however, that the Plan may retain a cash reserve in an amount which does not exceed the value of fractional shares and declared cash dividends allocable to those Participants entitled to receive an immediate distribution of their Accounts at the time of the contribution of the cash. If Common Stock is purchased from The Southern Company, the price paid therefor by the Trustee shall be the Market Value of such Common Stock, as determined by the Company. 4.4 Restrictions on Common Stock. No Common Stock held by the Plan may be used to satisfy a loan made to the Plan, nor may any Common Stock held by the Plan be used as collateral for a loan made to the Plan. 4.5 Exclusive Benefit of Employees. All contributions made pursuant to the Plan shall be held by the Trustee in accordance with the terms of the Trust Agreement for the exclusive benefit of those Employees, including former Employees, who are Participants under the Plan, and their Beneficiaries, and shall be applied to provide benefits under the Plan and to pay expenses of administration of the Plan and the Trust, to the extent that such expenses are not otherwise paid. At no time prior to the satisfaction of all liabilities with respect to such Employees and their Beneficiaries shall any part of the Trust Fund be used for, or diverted to, purposes other than for the exclusive benefit of such Employees and their Beneficiaries. However, notwithstanding the provisions of this Section 4.5: (a) If any contribution under the Plan is conditioned on initial qualification of the Plan under Section 401(a) of the Code and if the Plan does not so qualify, the Trustee shall, 14

upon written request of the Employing Company, return to the Employing Company the amount of such contribution (increased by earnings attributable thereto and reduced by losses attributable thereto) within one calendar year after the date that qualification of the Plan is denied; provided that the application for the

ARTICLE IV EMPLOYING COMPANY CONTRIBUTION 4.1 Amount of Contribution. An Employing Company may contribute to the Plan, in respect of each Plan Year, cash or Common Stock in an amount (or under such formula) as the Company, in its sole and absolute discretion, shall determine. If Common Stock is contributed to the Plan, the number of shares contributed shall be determined by the Market Value of such Common Stock. 4.2 Time of Payment. The Employing Company shall transfer the amount of cash or Common Stock described in Section 4.1 to the Plan on any date or dates consistent with the law, which the Employing Company may select, provided that the contributions for a Plan Year shall be transferred not later than the time (including extensions) for filing the consolidated federal income tax return for such Plan Year. 4.3 Purchases of Common Stock. If a contribution to the Plan under Section 4.1 is made in cash, the Trustee shall use such contribution to purchase Common Stock; provided, however, that the Plan may retain a cash reserve in an amount which does not exceed the value of fractional shares and declared cash dividends allocable to those Participants entitled to receive an immediate distribution of their Accounts at the time of the contribution of the cash. If Common Stock is purchased from The Southern Company, the price paid therefor by the Trustee shall be the Market Value of such Common Stock, as determined by the Company. 4.4 Restrictions on Common Stock. No Common Stock held by the Plan may be used to satisfy a loan made to the Plan, nor may any Common Stock held by the Plan be used as collateral for a loan made to the Plan. 4.5 Exclusive Benefit of Employees. All contributions made pursuant to the Plan shall be held by the Trustee in accordance with the terms of the Trust Agreement for the exclusive benefit of those Employees, including former Employees, who are Participants under the Plan, and their Beneficiaries, and shall be applied to provide benefits under the Plan and to pay expenses of administration of the Plan and the Trust, to the extent that such expenses are not otherwise paid. At no time prior to the satisfaction of all liabilities with respect to such Employees and their Beneficiaries shall any part of the Trust Fund be used for, or diverted to, purposes other than for the exclusive benefit of such Employees and their Beneficiaries. However, notwithstanding the provisions of this Section 4.5: (a) If any contribution under the Plan is conditioned on initial qualification of the Plan under Section 401(a) of the Code and if the Plan does not so qualify, the Trustee shall, 14

upon written request of the Employing Company, return to the Employing Company the amount of such contribution (increased by earnings attributable thereto and reduced by losses attributable thereto) within one calendar year after the date that qualification of the Plan is denied; provided that the application for the determination is made by the time prescribed by law for filing the Employing Company's return for the taxable year in which the Plan is adopted or such later date as the Secretary of the Treasury may prescribe. (b) If a contribution is conditioned upon the deductibility of the contribution under Section 404 of the Code, then to the extent the deduction is disallowed the Trustee shall, upon written request of the Employing Company, return the contribution (to the extent disallowed) to the Employing Company within one year after the date the deduction is disallowed. (c) If a contribution or any portion thereof is made by the Employing Company by a mistake of fact, the Trustee shall, upon written request of the Employing Company, return the contribution or such portion to the Employing Company within one year after the date of payment to the Trustee. The amount which may be returned to the Employing Company under this Section 4.5, is the excess of (a) the amount contributed over (b) the amount that would have been contributed had there not occurred a mistake of fact or disallowance of the deduction. Earnings attributable to the excess

upon written request of the Employing Company, return to the Employing Company the amount of such contribution (increased by earnings attributable thereto and reduced by losses attributable thereto) within one calendar year after the date that qualification of the Plan is denied; provided that the application for the determination is made by the time prescribed by law for filing the Employing Company's return for the taxable year in which the Plan is adopted or such later date as the Secretary of the Treasury may prescribe. (b) If a contribution is conditioned upon the deductibility of the contribution under Section 404 of the Code, then to the extent the deduction is disallowed the Trustee shall, upon written request of the Employing Company, return the contribution (to the extent disallowed) to the Employing Company within one year after the date the deduction is disallowed. (c) If a contribution or any portion thereof is made by the Employing Company by a mistake of fact, the Trustee shall, upon written request of the Employing Company, return the contribution or such portion to the Employing Company within one year after the date of payment to the Trustee. The amount which may be returned to the Employing Company under this Section 4.5, is the excess of (a) the amount contributed over (b) the amount that would have been contributed had there not occurred a mistake of fact or disallowance of the deduction. Earnings attributable to the excess contribution shall not be returned to the Employing Company, but losses attributable thereto shall reduce the amount to be so returned. If the withdrawal of the amount attributable to the mistaken contribution would cause the balance of the Account of any Participant to be reduced to less than the balance which would have been in the Account had the mistaken amount not been contributed, then the amount to be returned to the Employing Company shall be limited so as to avoid such reduction. 15

ARTICLE V PARTICIPANT CONTRIBUTION 5.1 Participant Contributions Not Allowed. Participant contributions are neither required nor permitted under the Plan. Notwithstanding the foregoing, to the extent that Participant contributions were permitted under the terms of the Plan in effect prior to January 1, 1983, such contributions and/or pledges of contributions attributable to Plan Years beginning before January 1, 1983, may be made in accordance with the applicable provisions of the terms of the Plan as in effect prior to January 1, 1983. 16

ARTICLE VI ACCOUNTS OF PARTICIPANTS 6.1 Separate Accounts. The Committee shall establish and maintain a separate Account for each Participant, with separate subaccounts as the Committee shall direct in its sole discretion. The subaccounts maintained in accordance with this Section 6.1 shall be for bookkeeping purposes only. Subaccounts, to the extent they were created under the Plan prior to January 1, 1983, shall be maintained, if necessary. The Committee shall also establish separate subaccounts for each Participant, as the Committee shall direct, as is necessary to reflect a Participant's interest in the Plan resulting from the transfer of his accounts from the SEPCO ESOP due to the merger of such plan into this Plan effective as of January 1, 1993. Any such subaccounts so established shall be subject to the terms and conditions of this Plan. 6.2 Allocation of Common Stock. All shares of Common Stock contributed or purchased with cash contributions for such Plan Year and all fractional rights to such shares shall be allocated as of the close of such Plan Year by the Committee to the Account of each Participant who was a Participant or deemed to be a Participant pursuant to Section 3.2 on the last day of such Plan Year. Such allocation shall be made in accordance with the ratio to

ARTICLE V PARTICIPANT CONTRIBUTION 5.1 Participant Contributions Not Allowed. Participant contributions are neither required nor permitted under the Plan. Notwithstanding the foregoing, to the extent that Participant contributions were permitted under the terms of the Plan in effect prior to January 1, 1983, such contributions and/or pledges of contributions attributable to Plan Years beginning before January 1, 1983, may be made in accordance with the applicable provisions of the terms of the Plan as in effect prior to January 1, 1983. 16

ARTICLE VI ACCOUNTS OF PARTICIPANTS 6.1 Separate Accounts. The Committee shall establish and maintain a separate Account for each Participant, with separate subaccounts as the Committee shall direct in its sole discretion. The subaccounts maintained in accordance with this Section 6.1 shall be for bookkeeping purposes only. Subaccounts, to the extent they were created under the Plan prior to January 1, 1983, shall be maintained, if necessary. The Committee shall also establish separate subaccounts for each Participant, as the Committee shall direct, as is necessary to reflect a Participant's interest in the Plan resulting from the transfer of his accounts from the SEPCO ESOP due to the merger of such plan into this Plan effective as of January 1, 1993. Any such subaccounts so established shall be subject to the terms and conditions of this Plan. 6.2 Allocation of Common Stock. All shares of Common Stock contributed or purchased with cash contributions for such Plan Year and all fractional rights to such shares shall be allocated as of the close of such Plan Year by the Committee to the Account of each Participant who was a Participant or deemed to be a Participant pursuant to Section 3.2 on the last day of such Plan Year. Such allocation shall be made in accordance with the ratio to which each eligible Participant's Compensation for such Plan Year bears to the total Compensation of all Participants eligible to share in the contribution for such Plan Year. 6.3 Section 415 Limitations. (a) Notwithstanding any provision of the Plan to the contrary, the total Annual Additions allocated to the Account (and the accounts under all defined contribution plans maintained by an Affiliated Employer) of any Participant for any Limitation Year in accordance with Code Section 415 and the regulations thereunder, which are incorporated herein by this reference, shall not exceed the lesser of the following amounts: (1) twenty-five percent (25%) of the Participant's compensation in the Limitation Year; or (2) $30,000 (as adjusted pursuant to Code Section 415(d)(1)(C)). (b) If a Participant is also a participant in any Affiliated Employer's defined benefit plan, then in addition to the limitations in (a) above, the sum of the Defined 17

Benefit Plan Fraction and Defined Contribution Plan Fraction shall not exceed 1.0 for any Limitation Year. (c) For purposes of this Section 6.3, wherever the term "compensation" is used, such term shall mean all amounts paid or made available to an Employee which are treated as compensation from an Affiliated Employer under Treasury Regulation Section 1.415-2(d)(2) and which are not excluded from compensation under Treasury Regulation

ARTICLE VI ACCOUNTS OF PARTICIPANTS 6.1 Separate Accounts. The Committee shall establish and maintain a separate Account for each Participant, with separate subaccounts as the Committee shall direct in its sole discretion. The subaccounts maintained in accordance with this Section 6.1 shall be for bookkeeping purposes only. Subaccounts, to the extent they were created under the Plan prior to January 1, 1983, shall be maintained, if necessary. The Committee shall also establish separate subaccounts for each Participant, as the Committee shall direct, as is necessary to reflect a Participant's interest in the Plan resulting from the transfer of his accounts from the SEPCO ESOP due to the merger of such plan into this Plan effective as of January 1, 1993. Any such subaccounts so established shall be subject to the terms and conditions of this Plan. 6.2 Allocation of Common Stock. All shares of Common Stock contributed or purchased with cash contributions for such Plan Year and all fractional rights to such shares shall be allocated as of the close of such Plan Year by the Committee to the Account of each Participant who was a Participant or deemed to be a Participant pursuant to Section 3.2 on the last day of such Plan Year. Such allocation shall be made in accordance with the ratio to which each eligible Participant's Compensation for such Plan Year bears to the total Compensation of all Participants eligible to share in the contribution for such Plan Year. 6.3 Section 415 Limitations. (a) Notwithstanding any provision of the Plan to the contrary, the total Annual Additions allocated to the Account (and the accounts under all defined contribution plans maintained by an Affiliated Employer) of any Participant for any Limitation Year in accordance with Code Section 415 and the regulations thereunder, which are incorporated herein by this reference, shall not exceed the lesser of the following amounts: (1) twenty-five percent (25%) of the Participant's compensation in the Limitation Year; or (2) $30,000 (as adjusted pursuant to Code Section 415(d)(1)(C)). (b) If a Participant is also a participant in any Affiliated Employer's defined benefit plan, then in addition to the limitations in (a) above, the sum of the Defined 17

Benefit Plan Fraction and Defined Contribution Plan Fraction shall not exceed 1.0 for any Limitation Year. (c) For purposes of this Section 6.3, wherever the term "compensation" is used, such term shall mean all amounts paid or made available to an Employee which are treated as compensation from an Affiliated Employer under Treasury Regulation Section 1.415-2(d)(2) and which are not excluded from compensation under Treasury Regulation Section 1.415- 2(d)(3). (d) The Annual Addition for any Plan Year beginning before January 1, 1987 shall not be recomputed to treat all employee contributions as an Annual Addition. (e) If the Plan satisfied the applicable requirements of Section 415 of the Code as in effect for all Plan Years beginning before January 1, 1987, an amount shall be subtracted from the numerator of the Defined Contribution Plan Fraction (not exceeding the numerator), as prescribed by the Secretary of the Treasury, so that the sum of the Defined Benefit Plan Fraction and the Defined Contribution Plan Fraction computed under Section 415(e)(1) of the Code (as revised by this Section 6.3) does not exceed 1.0 for the Plan Year. In addition, the Defined Contribution Plan Fraction for a Participant may be determined by taking into account the special transition rule of Code Section 415(e)(6).

Benefit Plan Fraction and Defined Contribution Plan Fraction shall not exceed 1.0 for any Limitation Year. (c) For purposes of this Section 6.3, wherever the term "compensation" is used, such term shall mean all amounts paid or made available to an Employee which are treated as compensation from an Affiliated Employer under Treasury Regulation Section 1.415-2(d)(2) and which are not excluded from compensation under Treasury Regulation Section 1.415- 2(d)(3). (d) The Annual Addition for any Plan Year beginning before January 1, 1987 shall not be recomputed to treat all employee contributions as an Annual Addition. (e) If the Plan satisfied the applicable requirements of Section 415 of the Code as in effect for all Plan Years beginning before January 1, 1987, an amount shall be subtracted from the numerator of the Defined Contribution Plan Fraction (not exceeding the numerator), as prescribed by the Secretary of the Treasury, so that the sum of the Defined Benefit Plan Fraction and the Defined Contribution Plan Fraction computed under Section 415(e)(1) of the Code (as revised by this Section 6.3) does not exceed 1.0 for the Plan Year. In addition, the Defined Contribution Plan Fraction for a Participant may be determined by taking into account the special transition rule of Code Section 415(e)(6). (f) If the Participant was a participant in one or more defined benefit plans maintained by the Affiliated Employers which were in existence on July 1, 1982, the denominator of the Defined Benefit Plan Fraction shall not be less than 1.25% of the sum of the annual benefits under such plans which the Participant had accrued as of the later of September 30, 1983 or the end of the last Limitation Year beginning before January 1, 1983. The preceding sentence applies only if the defined benefit plans individually, and in the aggregate satisfy the requirements of Code Section 415 as in effect at the end of the 1982 Limitation Year. 6.4 Correction of Contributions in Excess of Section 415 Limits. If the Annual Additions for a Participant exceed the limits of Section 6.3 as a result of the allocation of forfeitures, if any, a reasonable error in estimating a Participant's annual compensation for purposes of the Plan, a reasonable error in determining the amount of elective deferrals (within the meaning of Section 402(g)(3) of the Code) that may be made with respect to any individual, or under other limited facts and circumstances that the Commissioner of the Treasury finds justify the availability of the rules set forth in this Section 6.4, the excess amounts shall not be deemed Annual Additions if they are corrected by forfeiture of that portion, or all, of the Employing Company contributions that 18

were allocated to the Participant's Account, as is necessary to ensure compliance with Section 6.3. Any amounts forfeited under this Section 6.4 shall be held in a suspense account and shall be applied, subject to Section 6.3, toward funding the Employing Company contributions for the next succeeding Plan Year. Such application shall be made prior to any Employing Company contributions that would constitute Annual Additions. No income or investment gains and losses shall be allocated to the suspense account provided for under this Section 6.4. If any amount remains in a suspense account provided for under this Section 6.4 upon termination of this Plan, such amount will revert to the Employing Companies notwithstanding any other provision of this Plan. 6.5 Combination of Plans. Notwithstanding any provisions contained herein to the contrary, in the event that a Participant participates in a defined contribution plan or defined benefit plan required to be aggregated with this Plan under Code Section 415(g) and the sum of the Defined Contribution Plan Fraction and Defined Benefit Plan Fraction with respect to a Participant exceeds the limitations contained in Section 6.3(b), corrective adjustments shall not be made under this Plan until the corrective adjustments have been made under such other defined benefit plan and defined contribution plan unless distribution of benefit payments to the affected Participant has commenced under such defined benefit plan. In such event, the corrective adjustment shall first be made under this Plan, if possible. If an Employee participates in more than one defined contribution plan maintained by an Affiliated Employer and his Annual Additions exceed the limitations of Section 6.3(a), corrective adjustments shall first be made under such other defined contribution plan and then, to the extent necessary, under this Plan. 6.6 Allocation of Dividends and other Distributions.

were allocated to the Participant's Account, as is necessary to ensure compliance with Section 6.3. Any amounts forfeited under this Section 6.4 shall be held in a suspense account and shall be applied, subject to Section 6.3, toward funding the Employing Company contributions for the next succeeding Plan Year. Such application shall be made prior to any Employing Company contributions that would constitute Annual Additions. No income or investment gains and losses shall be allocated to the suspense account provided for under this Section 6.4. If any amount remains in a suspense account provided for under this Section 6.4 upon termination of this Plan, such amount will revert to the Employing Companies notwithstanding any other provision of this Plan. 6.5 Combination of Plans. Notwithstanding any provisions contained herein to the contrary, in the event that a Participant participates in a defined contribution plan or defined benefit plan required to be aggregated with this Plan under Code Section 415(g) and the sum of the Defined Contribution Plan Fraction and Defined Benefit Plan Fraction with respect to a Participant exceeds the limitations contained in Section 6.3(b), corrective adjustments shall not be made under this Plan until the corrective adjustments have been made under such other defined benefit plan and defined contribution plan unless distribution of benefit payments to the affected Participant has commenced under such defined benefit plan. In such event, the corrective adjustment shall first be made under this Plan, if possible. If an Employee participates in more than one defined contribution plan maintained by an Affiliated Employer and his Annual Additions exceed the limitations of Section 6.3(a), corrective adjustments shall first be made under such other defined contribution plan and then, to the extent necessary, under this Plan. 6.6 Allocation of Dividends and other Distributions. (a) Any dividends or other distributions of cash on the Common Stock shall be allocated to a Participant's Account on the basis of Account balances. The amount of any cash dividends on Common Stock so allocated may be retained in the Participants' Accounts or paid to such Participants pursuant to (b) below. Any cash dividends retained in the Accounts of Participants and any other distributions of cash on the Common Stock so allocated shall be reinvested by the Trustee in Common Stock which shall be credited to each such Participant's Account. In reinvesting such dividends or other distributions of cash on the Common Stock, the Trustee may purchase Common Stock under The Southern Company's Dividend Reinvestment and Stock Purchase Plan, from The Southern Company, or on the open market. 19

If a dividend or other distribution on the Common Stock allocated to a Participant's Account is of additional shares of Common Stock, the Trustee shall credit such shares to the Participant's Account. If a dividend or other distribution on the Common Stock allocated to a Participant's Account is of property other than cash or additional shares of Common Stock, the Trustee shall sell such property for an amount not less than its fair market value as determined by the Trustee and reinvest the proceeds of such sale in shares of Common Stock pursuant to this Section 6.6. All allocations under this subsection shall be made on the basis of the subaccounts created in accordance with Section 6.1. (b) Any cash dividends received by the Trustee on Common Stock allocated to the Accounts of Participants (or Beneficiaries) may be retained in the Participants' Accounts as provided in (a) above or may be paid to such Participants at the sole discretion of the Committee; provided that any current payment in cash must be made within two years of the date such dividends are received by the Trustee, or, if the Employing Company desires a tax deduction for the amount of such dividends pursuant to Code Section 404(k), such cash dividends shall be distributed in cash not later than 90 days after the close of the Plan Year in which such dividends were paid. (c) Notwithstanding (b) above, if during any Plan Year the Committee shall determine not to pay cash dividends received by the Trustee on Common Stock allocated to Accounts of Participants to such Participants, a Participant may elect to have such cash dividends (or other distributions) paid to him currently by the Trustee. Such an election shall be made in such time and manner as may be prescribed by the Committee and shall be effective only with respect to dividends which are payable by The Southern Company to the Trustee in the Plan Years which begin after the Plan Year in which the election is made. An election shall remain in full force until revoked by a Participant. Any revocation shall be made in accordance with procedures established by the Committee and shall become effective only with respect to dividends payable by The Southern Company to the Trustee in Plan Years which begin after the Plan Year in which the revocation is made.

If a dividend or other distribution on the Common Stock allocated to a Participant's Account is of additional shares of Common Stock, the Trustee shall credit such shares to the Participant's Account. If a dividend or other distribution on the Common Stock allocated to a Participant's Account is of property other than cash or additional shares of Common Stock, the Trustee shall sell such property for an amount not less than its fair market value as determined by the Trustee and reinvest the proceeds of such sale in shares of Common Stock pursuant to this Section 6.6. All allocations under this subsection shall be made on the basis of the subaccounts created in accordance with Section 6.1. (b) Any cash dividends received by the Trustee on Common Stock allocated to the Accounts of Participants (or Beneficiaries) may be retained in the Participants' Accounts as provided in (a) above or may be paid to such Participants at the sole discretion of the Committee; provided that any current payment in cash must be made within two years of the date such dividends are received by the Trustee, or, if the Employing Company desires a tax deduction for the amount of such dividends pursuant to Code Section 404(k), such cash dividends shall be distributed in cash not later than 90 days after the close of the Plan Year in which such dividends were paid. (c) Notwithstanding (b) above, if during any Plan Year the Committee shall determine not to pay cash dividends received by the Trustee on Common Stock allocated to Accounts of Participants to such Participants, a Participant may elect to have such cash dividends (or other distributions) paid to him currently by the Trustee. Such an election shall be made in such time and manner as may be prescribed by the Committee and shall be effective only with respect to dividends which are payable by The Southern Company to the Trustee in the Plan Years which begin after the Plan Year in which the election is made. An election shall remain in full force until revoked by a Participant. Any revocation shall be made in accordance with procedures established by the Committee and shall become effective only with respect to dividends payable by The Southern Company to the Trustee in Plan Years which begin after the Plan Year in which the revocation is made. 6.7 Valuations. Each Participant shall be furnished a statement of his Account no less frequently than annually and upon any distribution, which statement shall reflect the balances of the subaccounts referred to in Section 6.1. Each Participant's Account shall be adjusted as of each Valuation Date to reflect any increase or decrease in the number of shares of Common Stock credited to his Account and to reflect the effect of income collected, realized and unrealized gains and losses, and expenses attributable thereto. 20

6.8 Voting Company Stock. Before each annual or special meeting of shareholders of The Southern Company, there shall be sent to each Participant a copy of the proxy soliciting material for the meeting, together with a form requesting instructions to the Trustee on how to vote the shares of Common Stock credited to such Participant's Account at the end of the month immediately preceding the record date of the Common Stock. Fractional shares shall be combined and voted by the Trustee to the extent possible to reflect the instructions of Participants credited with such shares. If a Participant does not provide the Trustee or its designated agent with timely voting instructions for the Trustee, the Pension Fund Investment Review Committee of The Southern Company System may direct the Trustee how to vote such Participant's shares. If the Pension Fund Investment Review Committee of The Southern Company System does not provide the Trustee or its designated agent with timely voting instructions, the Trustee, if required to do so by applicable law, may vote such Participant's shares. The Pension Fund Investment Review Committee of The Southern Company System may direct the Trustee with respect to voting unallocated shares of Common Stock, if any. If the Pension Fund Investment Review Committee of The Southern Company System does not provide the Trustee or its designated agent with timely voting instructions, the Trustee, if required to do so by applicable law, may vote such unallocated shares. 6.9 Correction of Prior Incorrect Allocations and Distributions. Notwithstanding any provisions contained herein to the contrary, in the event that, as of any Valuation Date, adjustments are required in any Participants' Accounts to correct any incorrect allocation of contributions or investment earnings or losses, or such other discrepancies in Account balances that may have occurred previously, the Employing Companies may make additional contributions to the Plan to be applied to correct such incorrect allocations or discrepancies. The additional contributions shall be allocated by the Committee to adjust such Participants' Accounts to the value which would have existed on said Valuation Date had there been no prior incorrect allocation or discrepancies. The Committee shall also be authorized to take such other actions as it deems necessary to correct prior incorrect allocations under the Plan or discrepancies in the Accounts of the Participants.

6.8 Voting Company Stock. Before each annual or special meeting of shareholders of The Southern Company, there shall be sent to each Participant a copy of the proxy soliciting material for the meeting, together with a form requesting instructions to the Trustee on how to vote the shares of Common Stock credited to such Participant's Account at the end of the month immediately preceding the record date of the Common Stock. Fractional shares shall be combined and voted by the Trustee to the extent possible to reflect the instructions of Participants credited with such shares. If a Participant does not provide the Trustee or its designated agent with timely voting instructions for the Trustee, the Pension Fund Investment Review Committee of The Southern Company System may direct the Trustee how to vote such Participant's shares. If the Pension Fund Investment Review Committee of The Southern Company System does not provide the Trustee or its designated agent with timely voting instructions, the Trustee, if required to do so by applicable law, may vote such Participant's shares. The Pension Fund Investment Review Committee of The Southern Company System may direct the Trustee with respect to voting unallocated shares of Common Stock, if any. If the Pension Fund Investment Review Committee of The Southern Company System does not provide the Trustee or its designated agent with timely voting instructions, the Trustee, if required to do so by applicable law, may vote such unallocated shares. 6.9 Correction of Prior Incorrect Allocations and Distributions. Notwithstanding any provisions contained herein to the contrary, in the event that, as of any Valuation Date, adjustments are required in any Participants' Accounts to correct any incorrect allocation of contributions or investment earnings or losses, or such other discrepancies in Account balances that may have occurred previously, the Employing Companies may make additional contributions to the Plan to be applied to correct such incorrect allocations or discrepancies. The additional contributions shall be allocated by the Committee to adjust such Participants' Accounts to the value which would have existed on said Valuation Date had there been no prior incorrect allocation or discrepancies. The Committee shall also be authorized to take such other actions as it deems necessary to correct prior incorrect allocations under the Plan or discrepancies in the Accounts of the Participants. 21

ARTICLE VII AUTHORIZED WITHDRAWALS 7.1 In General. Except as provided in this Article VII, shares of Common Stock allocated to the Account of a Participant may be distributed to him only in the event he ceases to be an Employee, whether by reason of retirement, total and permanent disability, as determined by the Social Security Administration, death, or other termination of employment. Distributions upon termination of employment for any of the above reasons, shall be made in accordance with Article VIII. 7.2 Distributions in Lieu of Diversification of Investments Pursuant to Code Section 401(a)(28)(B). (a) Each Qualified Participant shall be permitted to elect within 90 days after the last day of each Plan Year during the Participant's Qualified Election Period to receive a cash distribution from the Plan not to exceed 25% of the value of the Participant's Account balance attributable to Common Stock which was acquired by the Plan after December 31, 1986. Within 90 days after the close of the last Plan Year in the Participant's Qualified Election Period, a Qualified Participant may elect to receive a cash distribution from the Plan not to exceed 50% of the value of such Account balance. (b) The Participant's election shall be made in accordance with the procedures established by the Committee and shall be effective no later than 180 days after the close of the Plan Year to which the election applies. The Plan shall distribute (notwithstanding Section 409(d) of the Code) the portion of the Participant's Account that is covered by the election within 90 days after the last day of the period during which the election can be made. This Section 7.2 shall apply notwithstanding any other provision of the Plan other than such provisions as may require the consent of the Participant to a distribution with a present value in excess of $3,500. If the Participant does not consent to a distribution with a present value in excess of $3,500 under this Section 7.2, such amount shall be retained in the Plan and the Plan shall be deemed to have satisfied the diversification requirements of Section 401(a)(28)(B) of the Code. 7.3 In-Service Withdrawals. Subject to the requirements of Section 8.14, a Participant who is employed by an

ARTICLE VII AUTHORIZED WITHDRAWALS 7.1 In General. Except as provided in this Article VII, shares of Common Stock allocated to the Account of a Participant may be distributed to him only in the event he ceases to be an Employee, whether by reason of retirement, total and permanent disability, as determined by the Social Security Administration, death, or other termination of employment. Distributions upon termination of employment for any of the above reasons, shall be made in accordance with Article VIII. 7.2 Distributions in Lieu of Diversification of Investments Pursuant to Code Section 401(a)(28)(B). (a) Each Qualified Participant shall be permitted to elect within 90 days after the last day of each Plan Year during the Participant's Qualified Election Period to receive a cash distribution from the Plan not to exceed 25% of the value of the Participant's Account balance attributable to Common Stock which was acquired by the Plan after December 31, 1986. Within 90 days after the close of the last Plan Year in the Participant's Qualified Election Period, a Qualified Participant may elect to receive a cash distribution from the Plan not to exceed 50% of the value of such Account balance. (b) The Participant's election shall be made in accordance with the procedures established by the Committee and shall be effective no later than 180 days after the close of the Plan Year to which the election applies. The Plan shall distribute (notwithstanding Section 409(d) of the Code) the portion of the Participant's Account that is covered by the election within 90 days after the last day of the period during which the election can be made. This Section 7.2 shall apply notwithstanding any other provision of the Plan other than such provisions as may require the consent of the Participant to a distribution with a present value in excess of $3,500. If the Participant does not consent to a distribution with a present value in excess of $3,500 under this Section 7.2, such amount shall be retained in the Plan and the Plan shall be deemed to have satisfied the diversification requirements of Section 401(a)(28)(B) of the Code. 7.3 In-Service Withdrawals. Subject to the requirements of Section 8.14, a Participant who is employed by an Affiliated Employer may at any time elect to have distributed to him the cash value of a specific number of whole shares of Common Stock, provided such Common Stock shall have been credited to the Participant's Account for a period of at least 84 months. Such shares of Common Stock shall be distributed not prior to the first 22

day of the 85th month following the month in which any full shares of Common Stock shall have been credited to his Account. The election shall be made in accordance with the procedures established by the Committee. Any such withdrawal shall be subject to the following requirements: (a) a withdrawal must be for a specific number of whole shares or the value of a specific number of whole shares of Common Stock; (b) the specific number of shares requested must equal at least the lesser of 20 shares or the total number of whole shares available for withdrawal from the Participant's Account; and (c) a withdrawal shall be made in the form of cash, provided that with respect to any distribution which is attributable to full shares of Common Stock, the Participant shall have the right to demand that such portion of the distribution be made in the form of Common Stock. 23

ARTICLE VIII DISTRIBUTIONS TO PARTICIPANTS

day of the 85th month following the month in which any full shares of Common Stock shall have been credited to his Account. The election shall be made in accordance with the procedures established by the Committee. Any such withdrawal shall be subject to the following requirements: (a) a withdrawal must be for a specific number of whole shares or the value of a specific number of whole shares of Common Stock; (b) the specific number of shares requested must equal at least the lesser of 20 shares or the total number of whole shares available for withdrawal from the Participant's Account; and (c) a withdrawal shall be made in the form of cash, provided that with respect to any distribution which is attributable to full shares of Common Stock, the Participant shall have the right to demand that such portion of the distribution be made in the form of Common Stock. 23

ARTICLE VIII DISTRIBUTIONS TO PARTICIPANTS 8.1 Vesting. All amounts credited to the Account of a Participant under the Plan shall at all times be fully vested and nonforfeitable. 8.2 Distribution upon Retirement. (a) If a Participant retires pursuant to his Affiliated Employer's pension plan, the entire balance credited to his Account shall be payable to him in the manner and time for commencement of benefits requested by the Participant pursuant to Sections 8.7 and 8.8. (b) Notwithstanding a Participant's election to defer receipt of benefits under (a) above, the Committee shall direct payment in a lump sum to such Participant if the balance of his Account (attributable to Employing Company and Employee contributions) does not exceed $3,500 in accordance with the requirements of Code Section 411(a)(11). The Committee shall not cash-out any Participant whose benefits exceed $3,500 without the written consent of the Participant. 8.3 Distribution upon Death. If a Participant's employment with the Affiliated Employers is terminated by reason of death, the entire balance credited to the Participant's Account shall be distributed as soon as practicable to the Participant's Beneficiary or Beneficiaries in a lump sum pursuant to Section 8.9(b). 8.4 Designation of Beneficiary in the Event of Death. A Participant may designate a Beneficiary or Beneficiaries (who may be designated contingently) to receive all or part of the amount credited to his Account in case of his death before his receipt of all of his benefits under the Plan, provided that the Beneficiary of a married Participant shall be the Participant's Surviving Spouse, unless such Surviving Spouse shall consent in a writing witnessed by a notary public, which writing acknowledges the effect of the Participant's designation of a Beneficiary other than such Surviving Spouse. However, if such Participant establishes to the satisfaction of the Committee that such written consent may not be obtained because the Surviving Spouse cannot be located or because of such other circumstances as the Secretary of the Treasury may by regulations prescribe, a designation by such Participant without the consent of the Surviving Spouse shall be valid. Any consent necessary under this Section 8.4 shall be valid and effective only with respect to the Surviving Spouse who signs the consent or, in the event of a deemed consent, only with respect to a designated Surviving Spouse. 24

ARTICLE VIII DISTRIBUTIONS TO PARTICIPANTS 8.1 Vesting. All amounts credited to the Account of a Participant under the Plan shall at all times be fully vested and nonforfeitable. 8.2 Distribution upon Retirement. (a) If a Participant retires pursuant to his Affiliated Employer's pension plan, the entire balance credited to his Account shall be payable to him in the manner and time for commencement of benefits requested by the Participant pursuant to Sections 8.7 and 8.8. (b) Notwithstanding a Participant's election to defer receipt of benefits under (a) above, the Committee shall direct payment in a lump sum to such Participant if the balance of his Account (attributable to Employing Company and Employee contributions) does not exceed $3,500 in accordance with the requirements of Code Section 411(a)(11). The Committee shall not cash-out any Participant whose benefits exceed $3,500 without the written consent of the Participant. 8.3 Distribution upon Death. If a Participant's employment with the Affiliated Employers is terminated by reason of death, the entire balance credited to the Participant's Account shall be distributed as soon as practicable to the Participant's Beneficiary or Beneficiaries in a lump sum pursuant to Section 8.9(b). 8.4 Designation of Beneficiary in the Event of Death. A Participant may designate a Beneficiary or Beneficiaries (who may be designated contingently) to receive all or part of the amount credited to his Account in case of his death before his receipt of all of his benefits under the Plan, provided that the Beneficiary of a married Participant shall be the Participant's Surviving Spouse, unless such Surviving Spouse shall consent in a writing witnessed by a notary public, which writing acknowledges the effect of the Participant's designation of a Beneficiary other than such Surviving Spouse. However, if such Participant establishes to the satisfaction of the Committee that such written consent may not be obtained because the Surviving Spouse cannot be located or because of such other circumstances as the Secretary of the Treasury may by regulations prescribe, a designation by such Participant without the consent of the Surviving Spouse shall be valid. Any consent necessary under this Section 8.4 shall be valid and effective only with respect to the Surviving Spouse who signs the consent or, in the event of a deemed consent, only with respect to a designated Surviving Spouse. 24

A designation of Beneficiary may be revoked by the Participant without the consent of any Beneficiary (or the Participant's Surviving Spouse) at any time before the commencement of the distribution of benefits. A Beneficiary designation or change or revocation of a Beneficiary designation shall be made in accordance with the procedures established by the Committee. If no designated Beneficiary shall be living at the death of the Participant and/or such Participant's Beneficiary designation is not valid and enforceable under applicable law or the procedures of the Committee, such Participant's Beneficiary of Beneficiaries shall be the person or persons in the first of the following classes of successive preference, if then living: (a) the Participant's spouse on the date of his death, (b) the Participant's children, equally, (c) the Participant's parents, equally, (d) the Participant's brothers and sisters, equally, or

A designation of Beneficiary may be revoked by the Participant without the consent of any Beneficiary (or the Participant's Surviving Spouse) at any time before the commencement of the distribution of benefits. A Beneficiary designation or change or revocation of a Beneficiary designation shall be made in accordance with the procedures established by the Committee. If no designated Beneficiary shall be living at the death of the Participant and/or such Participant's Beneficiary designation is not valid and enforceable under applicable law or the procedures of the Committee, such Participant's Beneficiary of Beneficiaries shall be the person or persons in the first of the following classes of successive preference, if then living: (a) the Participant's spouse on the date of his death, (b) the Participant's children, equally, (c) the Participant's parents, equally, (d) the Participant's brothers and sisters, equally, or (e) the Participant's executors or administrators. Payment to such one or more persons shall completely discharge the Plan and the Trustee with respect to the amount so paid. 8.5 Distribution upon Disability. If a Participant's employment with the Affiliated Employers is terminated by reason of his total and permanent disability, as determined by the Social Security Administration, such disabled Participant shall be entitled to receive the full value of his Account immediately following the date the Social Security Administration determines the Participant is totally and permanently disabled, in a single lump sum payment. The Participant or his legal representative shall request the time for commencement of benefits pursuant to Section 8.8. Notwithstanding the foregoing, effective July 1, 1995, the Committee shall direct payment in a single lump sum to such Participant or his legal representative if the balance of the Participant's Account does not exceed $3,500 in accordance with the requirements of Code Section 411(a)(11). 8.6 Distribution upon Termination of Employment. (a) If a Participant's employment with the Affiliated Employers is terminated for any reason other than in accordance with Sections 8.2, 8.3, or 8.5, he shall become entitled to payment of the full value of his Account as hereinafter provided. (b) Upon termination of employment with the Affiliated Employers, the Participant may request a distribution in a 25

single lump sum of the full value of his Account. Alternatively, such Participant may elect to defer receipt of the full value of his Account until a time not later than the time specified in Section 8.8 below. Any deferred distribution shall commence as soon as practicable after the Valuation Date selected by the Participant. (c) Notwithstanding a Participant's election to defer receipt of benefits under (b) above, the Committee shall direct payment in a lump sum to such Participant if the balance of his Account (attributable to Employing Company and Employee contributions) as of the last Valuation Date in the month in which such Participant terminates employment with the Affiliated Employers does not exceed $3,500 in accordance with Code Section 411(a)(11). The Committee shall not cash-out any Participant whose benefits exceed $3,500 without the written consent of the Participant. 8.7 Property Distributed/Method of Payment. (a) A Participant separating from service in accordance with Section 8.2 shall elect the manner in which the Common Stock credited to his Account is distributed and a time

single lump sum of the full value of his Account. Alternatively, such Participant may elect to defer receipt of the full value of his Account until a time not later than the time specified in Section 8.8 below. Any deferred distribution shall commence as soon as practicable after the Valuation Date selected by the Participant. (c) Notwithstanding a Participant's election to defer receipt of benefits under (b) above, the Committee shall direct payment in a lump sum to such Participant if the balance of his Account (attributable to Employing Company and Employee contributions) as of the last Valuation Date in the month in which such Participant terminates employment with the Affiliated Employers does not exceed $3,500 in accordance with Code Section 411(a)(11). The Committee shall not cash-out any Participant whose benefits exceed $3,500 without the written consent of the Participant. 8.7 Property Distributed/Method of Payment. (a) A Participant separating from service in accordance with Section 8.2 shall elect the manner in which the Common Stock credited to his Account is distributed and a time for commencement of the distribution as provided hereinafter. The election by the Participant shall be made in accordance with the procedures established by the Committee. The Participant shall select one of the following alternative forms of distribution of his Account: (1) A lump sum distribution; or (2) Annual installments for a period not to exceed five years or, in the case of a Participant whose Account exceeds $500,000, five years plus one additional year (but not more than five additional years) for each $100,000 or fraction thereof by which such Account exceeds $500,000. The dollar amounts contained in this paragraph (2) shall be adjusted by the Secretary of the Treasury pursuant to Section 409(o)(2) of the Code. (b) All lump sum distributions under the Plan shall be made in cash, provided that a Participant shall have the right to request that such distribution be made in full shares of Common Stock, except that fractional shares shall be converted to and paid in cash, and declared but unpaid cash dividends shall be paid in cash. If any additional shares of Common Stock are subsequently allocated to the Participant's Account, such shares shall be distributed to the Participant or his Beneficiary within 60 days following the date on which such additional allocation is made. 26

(c) All installment distributions under this Section 8.7 shall be made in cash, unless the Participant shall request that such distribution be made in full shares of Common Stock and cash for any fractional shares and declared but unpaid cash dividends. If a Participant elects installment payments, any additional shares of Common Stock allocated to his Account shall be added to the undistributed balance of such Account and be distributed thereafter in the manner the Participant has elected. 8.8 Commencement of Benefits. (a) Unless the Participant elects to have payment begin at a later date, payment of benefits to the Participant shall begin at the Participant's election, in accordance with the procedures established by the Committee, not later than 60 days after the last day of the Plan Year in which the latest of the following occurs: (1) the Participant attains the earlier of age 65 or his Normal Retirement Date; (2) the Participant's 10th anniversary of participation under the Plan; or (3) the Participant's separation from service. (b) Notwithstanding anything in the Plan to the contrary, the payment of benefits to a Participant shall begin not later than April 1 of the calendar year following the calendar year in which the Participant attains age 70-1/2, regardless of the Participant's actual retirement. Any distribution made under this Plan shall be made in accordance with the minimum distribution requirements of

(c) All installment distributions under this Section 8.7 shall be made in cash, unless the Participant shall request that such distribution be made in full shares of Common Stock and cash for any fractional shares and declared but unpaid cash dividends. If a Participant elects installment payments, any additional shares of Common Stock allocated to his Account shall be added to the undistributed balance of such Account and be distributed thereafter in the manner the Participant has elected. 8.8 Commencement of Benefits. (a) Unless the Participant elects to have payment begin at a later date, payment of benefits to the Participant shall begin at the Participant's election, in accordance with the procedures established by the Committee, not later than 60 days after the last day of the Plan Year in which the latest of the following occurs: (1) the Participant attains the earlier of age 65 or his Normal Retirement Date; (2) the Participant's 10th anniversary of participation under the Plan; or (3) the Participant's separation from service. (b) Notwithstanding anything in the Plan to the contrary, the payment of benefits to a Participant shall begin not later than April 1 of the calendar year following the calendar year in which the Participant attains age 70-1/2, regardless of the Participant's actual retirement. Any distribution made under this Plan shall be made in accordance with the minimum distribution requirements of Code Section 401(a)(9), including the incidental death benefits requirements under Code Section 401(a)(9)(G) and the Treasury Regulations thereunder. 8.9 Distribution upon Death. (a) If the Participant dies before his entire nonforfeitable interest has been distributed to him, the remaining portion of such interest shall be distributed in a single lump sum to his Beneficiary. (b) If the Participant dies before the distribution of his nonforfeitable interest has begun, the entire interest shall be distributed in a single lump sum to his Beneficiary within 60 days following the Company's receipt of notification of the death of such Participant. 27

8.10 Adjustments for Deferred Accounts or Installment Payments. If the distribution of benefits to a Participant will either be paid in installments or the Participant elects to postpone distribution of his benefits payable in a lump sum, the Participant's Account shall remain in the Trust Fund and shall continue to participate in the valuations as provided in Sections 6.6 and 6.7 until fully distributed. 8.11 Transfers between Employing Companies. A transfer by a Participant from one Employing Company to another Employing Company shall not affect his participation in the Plan. A transfer by a Participant from an Employing Company to an Affiliated Employer that is not an Employing Company shall not be deemed to be a termination of employment with an Employing Company. 8.12 Distribution to Alternate Payees. If the Participant's Account under the Plan shall become subject to any domestic relations order which (a) is a qualified domestic relations order satisfying the requirements of Section 414(p) of the Code and (b) requires the immediate distribution in a single lump sum of the entire portion of the Participant's Account required to be segregated for the benefit of an alternate payee, then the entire interest of such alternate payee shall be distributed in a single lump sum within 90 days following the Employing Company's notification to the Participant and the alternate payee that the domestic relations order is qualified under Section 414(p) of the Code, or as soon as practicable thereafter. Such distribution to an alternate payee shall be made even if the Participant has not separated from the service of the Affiliated Employers. Any other distribution pursuant to a qualified domestic relations order shall not be made earlier than the Participant's termination of service or his attainment of age 50, if earlier, and shall not commence later than the date the Participant's (or his

8.10 Adjustments for Deferred Accounts or Installment Payments. If the distribution of benefits to a Participant will either be paid in installments or the Participant elects to postpone distribution of his benefits payable in a lump sum, the Participant's Account shall remain in the Trust Fund and shall continue to participate in the valuations as provided in Sections 6.6 and 6.7 until fully distributed. 8.11 Transfers between Employing Companies. A transfer by a Participant from one Employing Company to another Employing Company shall not affect his participation in the Plan. A transfer by a Participant from an Employing Company to an Affiliated Employer that is not an Employing Company shall not be deemed to be a termination of employment with an Employing Company. 8.12 Distribution to Alternate Payees. If the Participant's Account under the Plan shall become subject to any domestic relations order which (a) is a qualified domestic relations order satisfying the requirements of Section 414(p) of the Code and (b) requires the immediate distribution in a single lump sum of the entire portion of the Participant's Account required to be segregated for the benefit of an alternate payee, then the entire interest of such alternate payee shall be distributed in a single lump sum within 90 days following the Employing Company's notification to the Participant and the alternate payee that the domestic relations order is qualified under Section 414(p) of the Code, or as soon as practicable thereafter. Such distribution to an alternate payee shall be made even if the Participant has not separated from the service of the Affiliated Employers. Any other distribution pursuant to a qualified domestic relations order shall not be made earlier than the Participant's termination of service or his attainment of age 50, if earlier, and shall not commence later than the date the Participant's (or his Beneficiary's) benefit payments otherwise commence. Such distribution to an alternate payee shall be made only in a manner permitted under Section 8.7 of the Plan. 8.13 Requirement for Direct Rollovers. Notwithstanding any provision of the Plan to the contrary that would otherwise limit a Distributee's election under this Article VIII, a Distributee may elect, at the time and in the manner prescribed by the Committee, to have any portion of an Eligible Rollover Distribution paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover. 8.14 Consent and Notice Requirements. If the value of the vested portion of a Participant's Account derived from Employing Company and Employee contributions exceeds $3,500 determined in accordance with the requirements of Code Section 411(a)(11), the Participant must consent to any distribution of such vested account balance prior to his Normal Retirement Date. The consent of the Participant shall be obtained within the ninetyday period ending 28

on the first day of the first period for which an amount is payable as an annuity or in any other form under this Plan. The Committee shall notify the Participant of the right to defer any distribution until the Participant's Account balance is no longer immediately distributable. Such notification shall include a general description of the material features and an explanation of the relative values of the operational forms of benefit available under the Plan in a manner that would satisfy the notice requirements of Section 417(a)(3) of the Code; such notification shall be provided no less than 30 days and no more than 90 days prior to the annuity starting date. Distributions may commence less than 30 days after the notice required under Section 1.411(a)-11(c) of the Treasury Regulations is given, provided that: (a) the Committee informs the Participant that the Participant has a right to a period of at least 30 days after receiving the notice to consider the decision of whether or not to elect a distribution and a particular distribution option, and (b) the Participant, after receiving the notice, affirmatively elects a distribution. 29

on the first day of the first period for which an amount is payable as an annuity or in any other form under this Plan. The Committee shall notify the Participant of the right to defer any distribution until the Participant's Account balance is no longer immediately distributable. Such notification shall include a general description of the material features and an explanation of the relative values of the operational forms of benefit available under the Plan in a manner that would satisfy the notice requirements of Section 417(a)(3) of the Code; such notification shall be provided no less than 30 days and no more than 90 days prior to the annuity starting date. Distributions may commence less than 30 days after the notice required under Section 1.411(a)-11(c) of the Treasury Regulations is given, provided that: (a) the Committee informs the Participant that the Participant has a right to a period of at least 30 days after receiving the notice to consider the decision of whether or not to elect a distribution and a particular distribution option, and (b) the Participant, after receiving the notice, affirmatively elects a distribution. 29

ARTICLE IX ADMINISTRATION 9.1 Membership of Committee. The Plan shall be administered by the Committee, which shall consist of the representative of The Southern Company and the representative of each Employing Company on The Southern Company Human Resources Committee, except Southern Electric International, Inc. The Committee shall be chaired by the representative of The Southern Company and may select a Secretary (who may, but need not, be a member of the Committee) to keep its records or to assist it in the discharge of its duties. 9.2 Acceptance and Resignation. Any person appointed to be a member of the Committee shall signify his acceptance in writing to the Chairman of the Committee. Any member of the Committee may resign by delivering his written resignation to the Committee and such resignation shall become effective upon delivery or upon any later date specified therein. 9.3 Transaction of Business. A majority of the members of the Committee at the time in office shall constitute a quorum for the transaction of business at any meeting. Any determination or action of the Committee may be made or taken by a majority of the members present at any meeting thereof or without a meeting by a resolution or written memorandum concurred in by a majority of the members then in office. 9.4 Responsibilities in General. The Committee shall administer the Plan and shall have the discretionary authority, power, and the duty to take all actions and to make all decisions necessary or proper to carry out the Plan and to control and manage the operation and administration of the Plan. The Committee shall have the discretion to interpret the Plan, including any ambiguities herein, and to determine the eligibility for benefits under the Plan. The determination of the Committee as to any question involving the general administration and interpretation of the Plan shall be final, conclusive, and binding on all persons, except as otherwise provided herein or by law, and may be relied upon by the Company, all Employing Companies, the Trustee, Participants, and their Beneficiaries. Any discretionary actions to be taken under the Plan by the Committee with respect to Employees and Participants and with respect to benefits shall be uniform in their nature and applicable to all persons similarly situated. 9.5 Committee as Named Fiduciary. For the purpose of compliance with the provisions of ERISA, the Committee shall be deemed the administrator of the Plan, as the term "administrator" is defined in ERISA, and the Committee shall be, with respect to the Plan, a named fiduciary as that term is defined in ERISA. For the purpose of carrying out its duties, the Committee may, in its 30

ARTICLE IX ADMINISTRATION 9.1 Membership of Committee. The Plan shall be administered by the Committee, which shall consist of the representative of The Southern Company and the representative of each Employing Company on The Southern Company Human Resources Committee, except Southern Electric International, Inc. The Committee shall be chaired by the representative of The Southern Company and may select a Secretary (who may, but need not, be a member of the Committee) to keep its records or to assist it in the discharge of its duties. 9.2 Acceptance and Resignation. Any person appointed to be a member of the Committee shall signify his acceptance in writing to the Chairman of the Committee. Any member of the Committee may resign by delivering his written resignation to the Committee and such resignation shall become effective upon delivery or upon any later date specified therein. 9.3 Transaction of Business. A majority of the members of the Committee at the time in office shall constitute a quorum for the transaction of business at any meeting. Any determination or action of the Committee may be made or taken by a majority of the members present at any meeting thereof or without a meeting by a resolution or written memorandum concurred in by a majority of the members then in office. 9.4 Responsibilities in General. The Committee shall administer the Plan and shall have the discretionary authority, power, and the duty to take all actions and to make all decisions necessary or proper to carry out the Plan and to control and manage the operation and administration of the Plan. The Committee shall have the discretion to interpret the Plan, including any ambiguities herein, and to determine the eligibility for benefits under the Plan. The determination of the Committee as to any question involving the general administration and interpretation of the Plan shall be final, conclusive, and binding on all persons, except as otherwise provided herein or by law, and may be relied upon by the Company, all Employing Companies, the Trustee, Participants, and their Beneficiaries. Any discretionary actions to be taken under the Plan by the Committee with respect to Employees and Participants and with respect to benefits shall be uniform in their nature and applicable to all persons similarly situated. 9.5 Committee as Named Fiduciary. For the purpose of compliance with the provisions of ERISA, the Committee shall be deemed the administrator of the Plan, as the term "administrator" is defined in ERISA, and the Committee shall be, with respect to the Plan, a named fiduciary as that term is defined in ERISA. For the purpose of carrying out its duties, the Committee may, in its 30

discretion, allocate its responsibilities under the Plan among its members and may, in its discretion, designate (in writing or otherwise) persons other than members of the Committee to carry out such responsibilities of the Committee under the Plan as it may see fit. 9.6 Rules for Plan Administration. The Committee may make and enforce rules and regulations for the administration of the Plan consistent with the provisions thereof and may prescribe the use of such forms or procedures as it shall deem appropriate for the administration of the Plan. 9.7 Employment of Agents. The Committee may employ independent qualified public accountants, as such term is defined in ERISA, who may be accountants to The Southern Company and any Affiliated Employer, legal counsel who may be counsel to The Southern Company and any Affiliated Employer, other specialists, and other persons as the Committee deems necessary or desirable in connection with the administration of the Plan. The Committee and any person to whom it may delegate any duty or power in connection with the administration of the Plan, the Company and the officers and directors thereof shall be entitled to rely conclusively upon and shall be fully protected in any action omitted, taken, or suffered by them in good faith in reliance upon any independent qualified public accountant, counsel, or other specialist or other person selected by the Committee, or in reliance upon any tables, evaluations, certificates, opinions, or reports which shall be furnished by any of them or by the Trustee.

discretion, allocate its responsibilities under the Plan among its members and may, in its discretion, designate (in writing or otherwise) persons other than members of the Committee to carry out such responsibilities of the Committee under the Plan as it may see fit. 9.6 Rules for Plan Administration. The Committee may make and enforce rules and regulations for the administration of the Plan consistent with the provisions thereof and may prescribe the use of such forms or procedures as it shall deem appropriate for the administration of the Plan. 9.7 Employment of Agents. The Committee may employ independent qualified public accountants, as such term is defined in ERISA, who may be accountants to The Southern Company and any Affiliated Employer, legal counsel who may be counsel to The Southern Company and any Affiliated Employer, other specialists, and other persons as the Committee deems necessary or desirable in connection with the administration of the Plan. The Committee and any person to whom it may delegate any duty or power in connection with the administration of the Plan, the Company and the officers and directors thereof shall be entitled to rely conclusively upon and shall be fully protected in any action omitted, taken, or suffered by them in good faith in reliance upon any independent qualified public accountant, counsel, or other specialist or other person selected by the Committee, or in reliance upon any tables, evaluations, certificates, opinions, or reports which shall be furnished by any of them or by the Trustee. 9.8 Co-Fiduciaries. It is intended that, to the maximum extent permitted by ERISA, each person who is a fiduciary (as that term is defined in ERISA) with respect to the Plan shall be responsible for the proper exercise of his own powers, duties, responsibilities, and obligations under the Plan and the Trust, as shall each person designated by any fiduciary to carry out any fiduciary responsibility with respect to the Plan or the Trust. No fiduciary or other person to whom fiduciary responsibilities are allocated shall be liable for any act or omission of any other fiduciary or of any other person delegated to carry out any fiduciary or other responsibility under the Plan or the Trust. 9.9 General Records. The Committee shall maintain or cause to be maintained separate Accounts (and any separate subaccounts) which accurately reflect the interests of the Participants as provided for in Section 6.1, and shall maintain or cause to be maintained all necessary books of account and records with respect to the administration of the Plan. The Committee shall mail or cause to be mailed to Participants reports to be furnished to Participants in accordance with the Plan or as may be required by ERISA. Any notices, reports, or statements to be given, furnished, made, or delivered to a Participant shall be deemed duly given, furnished, made, or delivered when addressed to the Participant and 31

delivered to the Participant in person or mailed by ordinary mail to his address last communicated to the Committee (or its delegate) or of his Employing Company. 9.10 Liability of the Committee. In administering the Plan, except as may be prohibited by ERISA, neither the Committee nor any person to whom it may delegate any duty or power in connection with administering the Plan shall be liable for any action or failure to act except for its or his own gross negligence or willful misconduct, nor for the payment of any amount under the Plan, nor for any mistake of judgment made by him or on his behalf as a member of the Committee; nor for any action, failure to act, or loss unless resulting from his own gross negligence or willful misconduct, nor for the neglect, omission, or wrongdoing of any other member of the Committee. No member of the Committee shall be personally liable under any contract, agreement, bond, or other instrument made or executed by him or on his behalf as a member of the Committee. 9.11 Reimbursement of Expenses and Compensation of Committee. Members of the Committee shall be reimbursed by the Company for expenses they may individually or collectively incur in the performance of their duties. Each member of the Committee who is a full-time employee of the Company or of any Employing Company shall serve without compensation for his services as such member; each other member of the Committee shall receive such compensation, if any, for his services as the Board of Directors may fix from time to time. 9.12 Expenses of Plan and Trust Fund. The expenses of establishment and administration of the Plan and the

delivered to the Participant in person or mailed by ordinary mail to his address last communicated to the Committee (or its delegate) or of his Employing Company. 9.10 Liability of the Committee. In administering the Plan, except as may be prohibited by ERISA, neither the Committee nor any person to whom it may delegate any duty or power in connection with administering the Plan shall be liable for any action or failure to act except for its or his own gross negligence or willful misconduct, nor for the payment of any amount under the Plan, nor for any mistake of judgment made by him or on his behalf as a member of the Committee; nor for any action, failure to act, or loss unless resulting from his own gross negligence or willful misconduct, nor for the neglect, omission, or wrongdoing of any other member of the Committee. No member of the Committee shall be personally liable under any contract, agreement, bond, or other instrument made or executed by him or on his behalf as a member of the Committee. 9.11 Reimbursement of Expenses and Compensation of Committee. Members of the Committee shall be reimbursed by the Company for expenses they may individually or collectively incur in the performance of their duties. Each member of the Committee who is a full-time employee of the Company or of any Employing Company shall serve without compensation for his services as such member; each other member of the Committee shall receive such compensation, if any, for his services as the Board of Directors may fix from time to time. 9.12 Expenses of Plan and Trust Fund. The expenses of establishment and administration of the Plan and the Trust Fund, including all fees of the Trustee, auditors and counsel, shall be paid by the Company or the Employing Companies. Notwithstanding the foregoing, certain administrative expenses may be paid from the Trust Fund unless otherwise paid by the Company or the Employing Companies to the extent provided in the Trust Agreement. 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 in an amount equal to their proportionate shares of such expenses as determined by the Committee. 32

9.13 Responsibility for Funding Policy. The Pension Fund Investment Review Committee of The Southern Company System shall have responsibility for providing a procedure for establishing and carrying out a funding policy and method for the Plan consistent with the objectives of the Plan and the requirements of Title I of ERISA. 9.14 Code Section 411(d)(6) Protected Benefits. Notwithstanding anything to the contrary in this Plan, any provisions added to this Plan to effectuate the merger of the SEPCO ESOP into this Plan shall not be interpreted so as to decrease a Participant's accrued benefit except to the extent permitted under Section 412(c)(8) of the Code, and such provisions shall not reduce or eliminate Code Section 411(d)(6) protected benefits determined immediately prior to January 1, 1993. The Committee shall disregard such provision in the Plan to the extent that application of such would fail to satisfy this paragraph. If the Committee disregards any portion of 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 must continue such for the affected Participants. 9.15 Management of Assets. The Committee shall not have responsibility with respect to the 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. 9.16 Notice and Claims Procedure. Consistent with the requirements of ERISA and the regulations thereunder of the Secretary of Labor from time to time in effect, the Committee shall:

9.13 Responsibility for Funding Policy. The Pension Fund Investment Review Committee of The Southern Company System shall have responsibility for providing a procedure for establishing and carrying out a funding policy and method for the Plan consistent with the objectives of the Plan and the requirements of Title I of ERISA. 9.14 Code Section 411(d)(6) Protected Benefits. Notwithstanding anything to the contrary in this Plan, any provisions added to this Plan to effectuate the merger of the SEPCO ESOP into this Plan shall not be interpreted so as to decrease a Participant's accrued benefit except to the extent permitted under Section 412(c)(8) of the Code, and such provisions shall not reduce or eliminate Code Section 411(d)(6) protected benefits determined immediately prior to January 1, 1993. The Committee shall disregard such provision in the Plan to the extent that application of such would fail to satisfy this paragraph. If the Committee disregards any portion of 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 must continue such for the affected Participants. 9.15 Management of Assets. The Committee shall not have responsibility with respect to the 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. 9.16 Notice and Claims Procedure. Consistent with the requirements of ERISA and the regulations thereunder of the Secretary of Labor from time to time in effect, the Committee shall: (a) provide adequate notice in writing to any Participant or Beneficiary whose claim for benefits under the Plan has been denied, setting forth specific reasons for such denial, written in a manner calculated to be understood by such Participant or Beneficiary, and (b) afford a reasonable opportunity to any Participant or Beneficiary whose claim for benefits has been denied for a full and fair review of the decision denying the claim. 9.17 Bonding. Unless Otherwise determined by the Board of Directors or required by law, no member of the Committee shall be required to give any bond or other security in any jurisdiction. 9.18 Multiple Fiduciary Capacities. Any person or group of persons may serve in more than one fiduciary capacity with respect to the Plan, and any fiduciary with respect to the Plan may serve as a fiduciary with respect to the Plan in addition to being an 33

officer, employee, agent, or other representative of a party in interest, as that term is defined in ERISA. 34

ARTICLE X THE TRUST FUND AND TRUSTEE 10.1 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. The Company may remove the Trustee or appoint a successor trustee at any time upon 60 days notice in writing to the Trustee and the Committee. 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, for a Trust Fund. The Trust Fund shall be administered by the Trustee to receive contributions, to hold, invest, and reinvest all property and funds of the Trust Fund, and to distribute benefits to eligible Participants and Beneficiaries. 10.2 Duties of the Trustee. The Trustee shall have sole responsibility for the investment and safekeeping of the assets of the Trust Fund and shall have no responsibility for the operation or administration of the Plan, except as

officer, employee, agent, or other representative of a party in interest, as that term is defined in ERISA. 34

ARTICLE X THE TRUST FUND AND TRUSTEE 10.1 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. The Company may remove the Trustee or appoint a successor trustee at any time upon 60 days notice in writing to the Trustee and the Committee. 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, for a Trust Fund. The Trust Fund shall be administered by the Trustee to receive contributions, to hold, invest, and reinvest all property and funds of the Trust Fund, and to distribute benefits to eligible Participants and Beneficiaries. 10.2 Duties of the Trustee. The Trustee shall have sole responsibility for the investment and safekeeping of the assets of the Trust Fund and shall have no responsibility for the operation or administration of the Plan, except as expressly provided herein. 10.3 Diversion. At no time shall any part of the corpus or income of the Trust Fund be used for or diverted to purposes other than for the exclusive benefit of Participants or their Beneficiaries; provided, however, that contributions may be returned to the Employing Company in accordance with the provisions of Section 4.5. 35

ARTICLE XI AMENDMENT AND TERMINATION 11.1 Amendment of the Plan. The Plan may be amended or modified by the Board of Directors pursuant to its written resolutions at any time and from time to time; provided, however, that no such amendment or modification shall make it possible for any part of the corpus or income of the Trust Fund to be used for or diverted to purposes other than for the exclusive benefit of Participants or their Beneficiaries under the Plan, including such part as is required to pay taxes and administration expenses of the Plan. The Plan may also be amended or modified by the Committee (a) if such amendment or modification does not involve a substantial increase in cost to any Employing Company, or (b) as may be necessary, proper, or desirable in order to comply with laws or regulations enacted or promulgated by any federal or state governmental authority and to maintain the qualification of the Plan under Sections 401(a) and 501(a) of the Code and the applicable provisions of ERISA. Notwithstanding the foregoing, the formula in Section 6.2 of this Plan under which shares of Common Stock are allocated to the Accounts of Plan Participants shall not be amended more frequently than once every six months. No amendment to the Plan shall have the effect of decreasing a Participant's vested interest in his Account, determined without regard to such amendment, as of the later of the date such amendment is adopted or the date it becomes effective. In addition, if the vesting schedule of the Plan is amended, any Participant who has completed at least three (3) Years of Service and whose vested interest is at any time adversely affected by such amendment may elect to have his vested interest determined without regard to such amendment during the election period defined under Section 411(a)(10) of the Code. Finally, no amendment shall eliminate an optional form of benefit in violation of Code Section 411(d)(6). 11.2 Termination of the Plan. It is the intention of the Employing Companies to continue the Plan indefinitely. However, the Board of Directors pursuant to its written resolutions may at any time and for any reason suspend or terminate the Plan or suspend or discontinue the making of contributions to the Plan by all Employing Companies. Any Employing Company may, by action of its board of directors and approval by the Board of

ARTICLE X THE TRUST FUND AND TRUSTEE 10.1 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. The Company may remove the Trustee or appoint a successor trustee at any time upon 60 days notice in writing to the Trustee and the Committee. 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, for a Trust Fund. The Trust Fund shall be administered by the Trustee to receive contributions, to hold, invest, and reinvest all property and funds of the Trust Fund, and to distribute benefits to eligible Participants and Beneficiaries. 10.2 Duties of the Trustee. The Trustee shall have sole responsibility for the investment and safekeeping of the assets of the Trust Fund and shall have no responsibility for the operation or administration of the Plan, except as expressly provided herein. 10.3 Diversion. At no time shall any part of the corpus or income of the Trust Fund be used for or diverted to purposes other than for the exclusive benefit of Participants or their Beneficiaries; provided, however, that contributions may be returned to the Employing Company in accordance with the provisions of Section 4.5. 35

ARTICLE XI AMENDMENT AND TERMINATION 11.1 Amendment of the Plan. The Plan may be amended or modified by the Board of Directors pursuant to its written resolutions at any time and from time to time; provided, however, that no such amendment or modification shall make it possible for any part of the corpus or income of the Trust Fund to be used for or diverted to purposes other than for the exclusive benefit of Participants or their Beneficiaries under the Plan, including such part as is required to pay taxes and administration expenses of the Plan. The Plan may also be amended or modified by the Committee (a) if such amendment or modification does not involve a substantial increase in cost to any Employing Company, or (b) as may be necessary, proper, or desirable in order to comply with laws or regulations enacted or promulgated by any federal or state governmental authority and to maintain the qualification of the Plan under Sections 401(a) and 501(a) of the Code and the applicable provisions of ERISA. Notwithstanding the foregoing, the formula in Section 6.2 of this Plan under which shares of Common Stock are allocated to the Accounts of Plan Participants shall not be amended more frequently than once every six months. No amendment to the Plan shall have the effect of decreasing a Participant's vested interest in his Account, determined without regard to such amendment, as of the later of the date such amendment is adopted or the date it becomes effective. In addition, if the vesting schedule of the Plan is amended, any Participant who has completed at least three (3) Years of Service and whose vested interest is at any time adversely affected by such amendment may elect to have his vested interest determined without regard to such amendment during the election period defined under Section 411(a)(10) of the Code. Finally, no amendment shall eliminate an optional form of benefit in violation of Code Section 411(d)(6). 11.2 Termination of the Plan. It is the intention of the Employing Companies to continue the Plan indefinitely. However, the Board of Directors pursuant to its written resolutions may at any time and for any reason suspend or terminate the Plan or suspend or discontinue the making of contributions to the Plan by all Employing Companies. Any Employing Company may, by action of its board of directors and approval by the Board of Directors suspend or terminate the making of contributions to the Plan by such Employing Company. In the event of termination of the Plan or partial termination or upon complete discontinuance of contributions under the Plan by all Employing Companies or by any one Employing Company, the amount

ARTICLE XI AMENDMENT AND TERMINATION 11.1 Amendment of the Plan. The Plan may be amended or modified by the Board of Directors pursuant to its written resolutions at any time and from time to time; provided, however, that no such amendment or modification shall make it possible for any part of the corpus or income of the Trust Fund to be used for or diverted to purposes other than for the exclusive benefit of Participants or their Beneficiaries under the Plan, including such part as is required to pay taxes and administration expenses of the Plan. The Plan may also be amended or modified by the Committee (a) if such amendment or modification does not involve a substantial increase in cost to any Employing Company, or (b) as may be necessary, proper, or desirable in order to comply with laws or regulations enacted or promulgated by any federal or state governmental authority and to maintain the qualification of the Plan under Sections 401(a) and 501(a) of the Code and the applicable provisions of ERISA. Notwithstanding the foregoing, the formula in Section 6.2 of this Plan under which shares of Common Stock are allocated to the Accounts of Plan Participants shall not be amended more frequently than once every six months. No amendment to the Plan shall have the effect of decreasing a Participant's vested interest in his Account, determined without regard to such amendment, as of the later of the date such amendment is adopted or the date it becomes effective. In addition, if the vesting schedule of the Plan is amended, any Participant who has completed at least three (3) Years of Service and whose vested interest is at any time adversely affected by such amendment may elect to have his vested interest determined without regard to such amendment during the election period defined under Section 411(a)(10) of the Code. Finally, no amendment shall eliminate an optional form of benefit in violation of Code Section 411(d)(6). 11.2 Termination of the Plan. It is the intention of the Employing Companies to continue the Plan indefinitely. However, the Board of Directors pursuant to its written resolutions may at any time and for any reason suspend or terminate the Plan or suspend or discontinue the making of contributions to the Plan by all Employing Companies. Any Employing Company may, by action of its board of directors and approval by the Board of Directors suspend or terminate the making of contributions to the Plan by such Employing Company. In the event of termination of the Plan or partial termination or upon complete discontinuance of contributions under the Plan by all Employing Companies or by any one Employing Company, the amount 36

to the credit of the Account of each Participant whose Employing Company shall be affected by such termination or discontinuance shall be determined as of the next Valuation Date and shall be distributed to him or his Beneficiary thereafter at such time or times and in such nondiscriminatory manner as is determined by the Committee. Notwithstanding the above, so long as a Participant continues to be an Employee, no distribution may be made of shares of Common Stock which have been allocated to the Participant's Account for a period of less than 84 months commencing after the month in which such allocation occurred, unless such distribution is pursuant to Section 7.2 of the Plan or on account of termination of the Plan after December 31, 1984. 11.3 Merger or Consolidation of the Plan. The Plan shall not be merged or consolidated with nor shall any assets or liabilities thereof be transferred to any other plan unless each Participant of the Plan would (if the Plan then terminated) receive a benefit immediately after the merger, consolidation, or transfer which is equal to or greater than the benefit he would have been entitled to receive immediately prior to the merger, consolidation, or transfer (if the Plan had then terminated). 37

ARTICLE XII TOP-HEAVY PROVISIONS

to the credit of the Account of each Participant whose Employing Company shall be affected by such termination or discontinuance shall be determined as of the next Valuation Date and shall be distributed to him or his Beneficiary thereafter at such time or times and in such nondiscriminatory manner as is determined by the Committee. Notwithstanding the above, so long as a Participant continues to be an Employee, no distribution may be made of shares of Common Stock which have been allocated to the Participant's Account for a period of less than 84 months commencing after the month in which such allocation occurred, unless such distribution is pursuant to Section 7.2 of the Plan or on account of termination of the Plan after December 31, 1984. 11.3 Merger or Consolidation of the Plan. The Plan shall not be merged or consolidated with nor shall any assets or liabilities thereof be transferred to any other plan unless each Participant of the Plan would (if the Plan then terminated) receive a benefit immediately after the merger, consolidation, or transfer which is equal to or greater than the benefit he would have been entitled to receive immediately prior to the merger, consolidation, or transfer (if the Plan had then terminated). 37

ARTICLE XII TOP-HEAVY PROVISIONS 12.1 Top-Heavy Plan Requirements. For any Plan Year the Plan shall be determined to be a top-heavy plan, the Plan shall provide the minimum allocation requirement of Section 12.3. 12.2 Determination of Top-Heavy Status. (a) For any Plan Year commencing after December 31, 1983, the Plan shall be determined to be a top-heavy plan, if, as of the Determination Date, the sum of the Aggregate Accounts of Key Employees under this Plan exceeds 60% of the Aggregate Accounts of all Employees entitled to participate in this Plan. (b) For any Plan Year commencing after December 31, 1983, the Plan shall be determined to be a super-topheavy plan, if, as of the Determination Date, the sum of the Aggregate Accounts of Key Employees under this Plan exceeds 90% of the Aggregate Accounts of all Employees entitled to participate in this Plan. (c) In the case of a Required Aggregation Group, each plan in the group will be considered a top-heavy plan if the Required Aggregation Group is a Top-Heavy Group. No plan in the Required Aggregation Group will be considered a top-heavy plan if the Aggregation Group is not a Top-Heavy Group. In the case of a Permissive Aggregation Group, only a plan that is part of the Required Aggregation Group will be considered a top-heavy plan if the Permissive Aggregation Group is a Top-Heavy Group. A plan that is not part of the Required Aggregation Group but that has nonetheless been aggregated as part of the Permissive Aggregation Group will not be considered a top-heavy plan even if the Permissive Aggregation Group is a TopHeavy Group. (d) For purposes of this Article XII, if any Employee is a non-Key Employee for any Plan Year, but such Employee was a Key Employee for any prior Plan Year, such Employee's Present Value of Accrued Retirement Income and/or Aggregate Account balance shall not be taken into account for purposes of determining whether this Plan is a top-heavy or super-top- heavy plan (or whether any Aggregation Group which includes this Plan is a Top-Heavy Group). In addition, for Plan Years beginning after December 31, 1984, if an Employee or former Employee has not performed any services for any Employing Company maintaining the Plan at any time during the five-year period ending on the Determination Date, the Aggregate Account and/or Present Value of Accrued Retirement Income shall be 38

excluded in determining whether this Plan is a top-heavy or super-top-heavy plan.

ARTICLE XII TOP-HEAVY PROVISIONS 12.1 Top-Heavy Plan Requirements. For any Plan Year the Plan shall be determined to be a top-heavy plan, the Plan shall provide the minimum allocation requirement of Section 12.3. 12.2 Determination of Top-Heavy Status. (a) For any Plan Year commencing after December 31, 1983, the Plan shall be determined to be a top-heavy plan, if, as of the Determination Date, the sum of the Aggregate Accounts of Key Employees under this Plan exceeds 60% of the Aggregate Accounts of all Employees entitled to participate in this Plan. (b) For any Plan Year commencing after December 31, 1983, the Plan shall be determined to be a super-topheavy plan, if, as of the Determination Date, the sum of the Aggregate Accounts of Key Employees under this Plan exceeds 90% of the Aggregate Accounts of all Employees entitled to participate in this Plan. (c) In the case of a Required Aggregation Group, each plan in the group will be considered a top-heavy plan if the Required Aggregation Group is a Top-Heavy Group. No plan in the Required Aggregation Group will be considered a top-heavy plan if the Aggregation Group is not a Top-Heavy Group. In the case of a Permissive Aggregation Group, only a plan that is part of the Required Aggregation Group will be considered a top-heavy plan if the Permissive Aggregation Group is a Top-Heavy Group. A plan that is not part of the Required Aggregation Group but that has nonetheless been aggregated as part of the Permissive Aggregation Group will not be considered a top-heavy plan even if the Permissive Aggregation Group is a TopHeavy Group. (d) For purposes of this Article XII, if any Employee is a non-Key Employee for any Plan Year, but such Employee was a Key Employee for any prior Plan Year, such Employee's Present Value of Accrued Retirement Income and/or Aggregate Account balance shall not be taken into account for purposes of determining whether this Plan is a top-heavy or super-top- heavy plan (or whether any Aggregation Group which includes this Plan is a Top-Heavy Group). In addition, for Plan Years beginning after December 31, 1984, if an Employee or former Employee has not performed any services for any Employing Company maintaining the Plan at any time during the five-year period ending on the Determination Date, the Aggregate Account and/or Present Value of Accrued Retirement Income shall be 38

excluded in determining whether this Plan is a top-heavy or super-top-heavy plan. (e) Only those plans of the Affiliated Employers in which the Determination Dates fall within the same calendar year shall be aggregated in order to determine whether such plans are top-heavy plans. 12.3 Minimum Allocation for Top-Heavy Plan Years. (a) Notwithstanding anything herein to the contrary, for any top-heavy Plan Year, the Employing Company contribution allocated to the Account of each non-Key Employee shall be an amount not less than the lesser of: (1) 3% of such Participant's compensation for that Plan Year, or (2) a percentage of that Participant's compensation not to exceed the percentage at which contributions are made under the Plan for the Key Employee for whom such percentage is highest for that Plan Year. (b) For purposes of the minimum allocation of Section 12.3(a), the percentage allocated to the Account of any Key Employee shall be equal to the ratio of the Employing Company contributions allocated on behalf of such Key Employee divided by the compensation of such Key Employee for that Plan Year. (c) For any top-heavy Plan Year, the minimum allocations of Section 12.3(a) shall be allocated to the Accounts of all non-Key Employees who are Participants and who are

excluded in determining whether this Plan is a top-heavy or super-top-heavy plan. (e) Only those plans of the Affiliated Employers in which the Determination Dates fall within the same calendar year shall be aggregated in order to determine whether such plans are top-heavy plans. 12.3 Minimum Allocation for Top-Heavy Plan Years. (a) Notwithstanding anything herein to the contrary, for any top-heavy Plan Year, the Employing Company contribution allocated to the Account of each non-Key Employee shall be an amount not less than the lesser of: (1) 3% of such Participant's compensation for that Plan Year, or (2) a percentage of that Participant's compensation not to exceed the percentage at which contributions are made under the Plan for the Key Employee for whom such percentage is highest for that Plan Year. (b) For purposes of the minimum allocation of Section 12.3(a), the percentage allocated to the Account of any Key Employee shall be equal to the ratio of the Employing Company contributions allocated on behalf of such Key Employee divided by the compensation of such Key Employee for that Plan Year. (c) For any top-heavy Plan Year, the minimum allocations of Section 12.3(a) shall be allocated to the Accounts of all non-Key Employees who are Participants and who are employed by the Affiliated Employers on the last day of the Plan Year. (d) Notwithstanding the foregoing, in any Plan Year in which a non-Key Employee is a Participant in both this Plan and a defined benefit plan, and both such plans are top-heavy plans, the Affiliated Employers shall not be required to provide a non-Key Employee with both the full separate minimum defined benefit and the full separate defined contribution plan allocations. Therefore, if a non-Key Employee is participating in a defined benefit plan maintained by the Affiliated Employers and the minimum benefit under Code Section 416(c)(1) is provided the non-Key Employee under such defined benefit plan, the minimum allocation provided for above shall not be applicable, and no minimum allocation shall be made on behalf of the non-Key Employee. Alternatively, the Employing Company may satisfy the minimum allocation requirement of Code Section 416(c)(2) for the non-Key Employee by providing any combination of benefits and/or contributions that satisfy the safe harbor rules of Treasury Regulation Section 1.416-1(M-12). 39

12.4 Adjustments to Maximum Benefit Limits for Top-Heavy Plans. (a) In the case of an Employee who is a participant in a defined benefit plan and a defined contribution plan maintained by the Affiliated Employers, and such plans as a group are determined to be top heavy for any limitation year beginning after December 31, 1983, "1.0", shall be substituted for "1.25" in each place it appears in the denominators of the Defined Benefit Plan Fraction and Defined Contribution Plan Fraction, unless the extra minimum benefit is provided pursuant to Section 12.4(b) below. Super-top-heavy plans and plans in a SuperTop-Heavy Group shall be required at all times to substitute "1.0" for "1.25" in the denominator of each plan fraction. (b) If a Key Employee is a participant in both a defined benefit plan and a defined contribution plan that are both part of a Top-Heavy Group (but neither of such plans is a super-top-heavy plan), the Defined Benefit Plan Fraction and the Defined Contribution Plan Fraction shall remain unchanged, provided the Account of each nonKey Employee who is a Participant receives an extra allocation (in addition to the minimum allocation in Section 12.3(a)) equal to not less than 1% of such non-Key Employee's compensation. (c) For purposes of this Section 12.4, if the sum of the Defined Benefit Plan Fraction and the Defined Contribution Plan Fraction shall exceed 1.0 in any Plan Year for any Participant in this Plan, the Affiliated Employers shall eliminate any amounts in excess of the limits set forth in Section 6.3(b), pursuant to Section 6.5 of the Plan. 40

12.4 Adjustments to Maximum Benefit Limits for Top-Heavy Plans. (a) In the case of an Employee who is a participant in a defined benefit plan and a defined contribution plan maintained by the Affiliated Employers, and such plans as a group are determined to be top heavy for any limitation year beginning after December 31, 1983, "1.0", shall be substituted for "1.25" in each place it appears in the denominators of the Defined Benefit Plan Fraction and Defined Contribution Plan Fraction, unless the extra minimum benefit is provided pursuant to Section 12.4(b) below. Super-top-heavy plans and plans in a SuperTop-Heavy Group shall be required at all times to substitute "1.0" for "1.25" in the denominator of each plan fraction. (b) If a Key Employee is a participant in both a defined benefit plan and a defined contribution plan that are both part of a Top-Heavy Group (but neither of such plans is a super-top-heavy plan), the Defined Benefit Plan Fraction and the Defined Contribution Plan Fraction shall remain unchanged, provided the Account of each nonKey Employee who is a Participant receives an extra allocation (in addition to the minimum allocation in Section 12.3(a)) equal to not less than 1% of such non-Key Employee's compensation. (c) For purposes of this Section 12.4, if the sum of the Defined Benefit Plan Fraction and the Defined Contribution Plan Fraction shall exceed 1.0 in any Plan Year for any Participant in this Plan, the Affiliated Employers shall eliminate any amounts in excess of the limits set forth in Section 6.3(b), pursuant to Section 6.5 of the Plan. 40

ARTICLE XIII GENERAL PROVISIONS 13.1 Plan Not an Employment Contract. The Plan shall not be deemed to constitute a contract between an Affiliated Employer and any Employee, nor shall anything herein contained be deemed to give any Employee any right to be retained in the employ of an Employing Company, or to interfere with the right of an Employing Company to discharge any Employee at any time and to treat him without regard to the effect which such treatment might have upon him as a Participant. 13.2 Non-Alienation or Assignment. Except as may be otherwise permitted or required by law, no right or interest in the Plan of any Participant or Beneficiary and no distribution or payment under the Plan to any Participant or Beneficiary of a deceased Participant shall be subject in any manner to anticipation, alienation, sale, transfer (except by death), assignment (either at law or in equity), pledge, encumbrance, charge, attachment, garnishment, levy, execution, or other legal or equitable process, whether voluntary or involuntary, and any attempt to so anticipate, alienate, sell, transfer, assign, pledge, encumber, charge, attach, garnish, levy, execute, or enforce any other legal or equitable process against the same shall be void, nor shall any such right, interest, distribution, or payment be in any way liable for or subject to the debts, contracts, liabilities, engagements, or torts of any person entitled to such right, interest, distribution, or payment. If any Participant or Beneficiary is adjudicated bankrupt or purports to anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge any such right, interest, distribution, or payment, voluntarily or involuntarily, or if any action shall be taken which is in violation of the provisions of the immediately preceding sentence, the Committee may hold or apply or cause to be held or applied such right, interest, distribution, or payment or any part thereof to or for the benefit of such Participant or Beneficiary in such manner as is in accordance with applicable law. Notwithstanding the above, the Committee and the Trustee shall comply with any domestic relations order (as defined in Section 414(p)(1)(B) of the Code) which is a qualified domestic relations order satisfying the requirements of Section 414(p) of the Code. The Committee shall establish procedures for (a) notifying Participants and alternate payees who have or may have an interest in benefits which are the subject of domestic relations orders, (b) determining whether such domestic relations orders are qualified domestic relations orders under Section 414(p) of the Code, and (c) distributing benefits which are subject to qualified domestic relations orders. 41

ARTICLE XIII GENERAL PROVISIONS 13.1 Plan Not an Employment Contract. The Plan shall not be deemed to constitute a contract between an Affiliated Employer and any Employee, nor shall anything herein contained be deemed to give any Employee any right to be retained in the employ of an Employing Company, or to interfere with the right of an Employing Company to discharge any Employee at any time and to treat him without regard to the effect which such treatment might have upon him as a Participant. 13.2 Non-Alienation or Assignment. Except as may be otherwise permitted or required by law, no right or interest in the Plan of any Participant or Beneficiary and no distribution or payment under the Plan to any Participant or Beneficiary of a deceased Participant shall be subject in any manner to anticipation, alienation, sale, transfer (except by death), assignment (either at law or in equity), pledge, encumbrance, charge, attachment, garnishment, levy, execution, or other legal or equitable process, whether voluntary or involuntary, and any attempt to so anticipate, alienate, sell, transfer, assign, pledge, encumber, charge, attach, garnish, levy, execute, or enforce any other legal or equitable process against the same shall be void, nor shall any such right, interest, distribution, or payment be in any way liable for or subject to the debts, contracts, liabilities, engagements, or torts of any person entitled to such right, interest, distribution, or payment. If any Participant or Beneficiary is adjudicated bankrupt or purports to anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge any such right, interest, distribution, or payment, voluntarily or involuntarily, or if any action shall be taken which is in violation of the provisions of the immediately preceding sentence, the Committee may hold or apply or cause to be held or applied such right, interest, distribution, or payment or any part thereof to or for the benefit of such Participant or Beneficiary in such manner as is in accordance with applicable law. Notwithstanding the above, the Committee and the Trustee shall comply with any domestic relations order (as defined in Section 414(p)(1)(B) of the Code) which is a qualified domestic relations order satisfying the requirements of Section 414(p) of the Code. The Committee shall establish procedures for (a) notifying Participants and alternate payees who have or may have an interest in benefits which are the subject of domestic relations orders, (b) determining whether such domestic relations orders are qualified domestic relations orders under Section 414(p) of the Code, and (c) distributing benefits which are subject to qualified domestic relations orders. 41

13.3 Payments to Minors and Others. If the Committee determines that any person entitled to a distribution or payment from the Trust Fund under the Plan is an infant or incompetent or is unable to care for his affairs by reason of physical or mental disability, it may cause all distributions or payments thereafter becoming due to such person to be made to any other person for his benefit, without responsibility to follow the application of payments so made. Payments made pursuant to this provision shall completely discharge the Company, the Trustee, and the Committee with respect to the amounts so paid. 13.4 Source of Benefits. The Trust Fund established under the Plan shall be the sole source of the payments or distributions to be made in accordance with the Plan. No persons shall have any rights under the Plan with respect to the Trust Fund, or against the Trustee or any Employing Company, except as specifically provided herein. 13.5 Unclaimed Benefits. If the Committee is unable, within five (5) years after any distribution becomes payable to a Participant or Beneficiary, to make or direct payment to the person entitled thereto because the identity or whereabouts of such person cannot be ascertained, notwithstanding the mailing of due notice to such person at his last known address as indicated by the records of either the Committee or his Employing Company, then such benefit or distribution will be disposed of as follows: (a) If the whereabouts of the Participant is unknown to the Committee, distribution will be made to the Participant's Beneficiary or Beneficiaries. Payment to such one or more persons shall completely discharge the Company, the Trustee, and the Committee

13.3 Payments to Minors and Others. If the Committee determines that any person entitled to a distribution or payment from the Trust Fund under the Plan is an infant or incompetent or is unable to care for his affairs by reason of physical or mental disability, it may cause all distributions or payments thereafter becoming due to such person to be made to any other person for his benefit, without responsibility to follow the application of payments so made. Payments made pursuant to this provision shall completely discharge the Company, the Trustee, and the Committee with respect to the amounts so paid. 13.4 Source of Benefits. The Trust Fund established under the Plan shall be the sole source of the payments or distributions to be made in accordance with the Plan. No persons shall have any rights under the Plan with respect to the Trust Fund, or against the Trustee or any Employing Company, except as specifically provided herein. 13.5 Unclaimed Benefits. If the Committee is unable, within five (5) years after any distribution becomes payable to a Participant or Beneficiary, to make or direct payment to the person entitled thereto because the identity or whereabouts of such person cannot be ascertained, notwithstanding the mailing of due notice to such person at his last known address as indicated by the records of either the Committee or his Employing Company, then such benefit or distribution will be disposed of as follows: (a) If the whereabouts of the Participant is unknown to the Committee, distribution will be made to the Participant's Beneficiary or Beneficiaries. Payment to such one or more persons shall completely discharge the Company, the Trustee, and the Committee with respect to the amounts so paid. (b) If none of the persons described in (a) above, can be located, then the benefit payable under the Plan shall be forfeited and shall be applied to reduce future Employing Company contributions. Notwithstanding the foregoing sentence, such benefit shall be reinstated if a claim is made by the Participant or Beneficiary for the forfeited benefit. 13.6 Governing Law. The provisions of the Plan and the Trust shall be construed, administered, and enforced in accordance with the laws of the State of Georgia, except to the extent such laws are preempted by the laws of the United States. 42

IN WITNESS WHEREOF, the Company has caused this amendment and restatement of the Plan to be executed this _____ day of _______________, 1995 to be effective as provided herein. SOUTHERN COMPANY SERVICES, INC. By: Its: (CORPORATE SEAL) ATTEST: By: Its: 43

THE SOUTHERN COMPANY EMPLOYEE STOCK OWNERSHIP PLAN

IN WITNESS WHEREOF, the Company has caused this amendment and restatement of the Plan to be executed this _____ day of _______________, 1995 to be effective as provided herein. SOUTHERN COMPANY SERVICES, INC. By: Its: (CORPORATE SEAL) ATTEST: By: Its: 43

THE SOUTHERN COMPANY EMPLOYEE STOCK OWNERSHIP PLAN APPENDIX A The Employing Companies as of April 1, 1995 are: Alabama Power Company Georgia Power Company Gulf Power Company Mississippi Power Company Savannah Electric and Power Company Southern Company Services, Inc. Southern Communications Services, Inc., Southern Development and Investment Group, Inc. Southern Electric International, Inc. Southern Nuclear Operating Company, Inc. 44

FIRST AMENDMENT TO THE SOUTHERN COMPANY EMPLOYEE STOCK OWNERSHIP PLAN WHEREAS, the Board of Directors of Southern Company Services, Inc. (the "Company") heretofore adopted the amendment and restatement of The Southern Company Employee Stock Ownership Plan (the "Plan"), effective as of April 1, 1995; and WHEREAS, the Board of Directors of the Company desires to amend the Plan in order to change the composition of the membership of the Committee appointed to serve as plan administrator; and WHEREAS, the Board of Directors of the Company is authorized pursuant to Section 11.1 of the Plan to amend the Plan at any time. NOW, THEREFORE, effective as of August 1, 1995, the Board of Directors of the Company hereby amends the Plan as follows: I. Amend Section 9.1 of the Plan by deleting said Section in its entirety and substituting the following in lieu thereof: 9.1 Membership of Committee. The Plan shall be administered by the Committee, which shall consist of the individuals then serving in the positions of Director, System Compensation and Benefits of The Southern Company; Vice-President, Human Resources of The Southern Company; and Comptroller of The Southern

THE SOUTHERN COMPANY EMPLOYEE STOCK OWNERSHIP PLAN APPENDIX A The Employing Companies as of April 1, 1995 are: Alabama Power Company Georgia Power Company Gulf Power Company Mississippi Power Company Savannah Electric and Power Company Southern Company Services, Inc. Southern Communications Services, Inc., Southern Development and Investment Group, Inc. Southern Electric International, Inc. Southern Nuclear Operating Company, Inc. 44

FIRST AMENDMENT TO THE SOUTHERN COMPANY EMPLOYEE STOCK OWNERSHIP PLAN WHEREAS, the Board of Directors of Southern Company Services, Inc. (the "Company") heretofore adopted the amendment and restatement of The Southern Company Employee Stock Ownership Plan (the "Plan"), effective as of April 1, 1995; and WHEREAS, the Board of Directors of the Company desires to amend the Plan in order to change the composition of the membership of the Committee appointed to serve as plan administrator; and WHEREAS, the Board of Directors of the Company is authorized pursuant to Section 11.1 of the Plan to amend the Plan at any time. NOW, THEREFORE, effective as of August 1, 1995, the Board of Directors of the Company hereby amends the Plan as follows: I. Amend Section 9.1 of the Plan by deleting said Section in its entirety and substituting the following in lieu thereof: 9.1 Membership of Committee. The Plan shall be administered by the Committee, which shall consist of the individuals then serving in the positions of Director, System Compensation and Benefits of The Southern Company; Vice-President, Human Resources of The Southern Company; and Comptroller of The Southern Company or any other position or positions that succeed to the duties of any of the foregoing positions. The Committee shall be chaired by the Vice-President, Human Resources of The Southern Company and may select a Secretary (who may, but need not, be a member of the Committee) to keep its records or to assist it in the discharge of its duties. II. Except as amended herein by this First Amendment, the Plan shall remain in full force and effect as amended and restated by the Company prior to the adoption of this First Amendment.

IN WITNESS WHEREOF, Southern Company Services, Inc., through its duly authorized officers, has adopted this First Amendment to The Southern Company Employee Stock Ownership Plan this ________ day of _____________________, 1996. SOUTHERN COMPANY SERVICES, INC. By:

FIRST AMENDMENT TO THE SOUTHERN COMPANY EMPLOYEE STOCK OWNERSHIP PLAN WHEREAS, the Board of Directors of Southern Company Services, Inc. (the "Company") heretofore adopted the amendment and restatement of The Southern Company Employee Stock Ownership Plan (the "Plan"), effective as of April 1, 1995; and WHEREAS, the Board of Directors of the Company desires to amend the Plan in order to change the composition of the membership of the Committee appointed to serve as plan administrator; and WHEREAS, the Board of Directors of the Company is authorized pursuant to Section 11.1 of the Plan to amend the Plan at any time. NOW, THEREFORE, effective as of August 1, 1995, the Board of Directors of the Company hereby amends the Plan as follows: I. Amend Section 9.1 of the Plan by deleting said Section in its entirety and substituting the following in lieu thereof: 9.1 Membership of Committee. The Plan shall be administered by the Committee, which shall consist of the individuals then serving in the positions of Director, System Compensation and Benefits of The Southern Company; Vice-President, Human Resources of The Southern Company; and Comptroller of The Southern Company or any other position or positions that succeed to the duties of any of the foregoing positions. The Committee shall be chaired by the Vice-President, Human Resources of The Southern Company and may select a Secretary (who may, but need not, be a member of the Committee) to keep its records or to assist it in the discharge of its duties. II. Except as amended herein by this First Amendment, the Plan shall remain in full force and effect as amended and restated by the Company prior to the adoption of this First Amendment.

IN WITNESS WHEREOF, Southern Company Services, Inc., through its duly authorized officers, has adopted this First Amendment to The Southern Company Employee Stock Ownership Plan this ________ day of _____________________, 1996. SOUTHERN COMPANY SERVICES, INC. By: Title: (CORPORATE SEAL) ATTEST: By: Title:

Exhibit 10(a)68

IN WITNESS WHEREOF, Southern Company Services, Inc., through its duly authorized officers, has adopted this First Amendment to The Southern Company Employee Stock Ownership Plan this ________ day of _____________________, 1996. SOUTHERN COMPANY SERVICES, INC. By: Title: (CORPORATE SEAL) ATTEST: By: Title:

Exhibit 10(a)68 FIRST AMENDMENT TO THE PENSION PLAN FOR EMPLOYEES OF SOUTHERN COMPANY SERVICES, INC. WHEREAS, the Board of Directors of Southern Company Services, Inc. (the "Company") heretofore adopted the amendment and restatement of the Pension Plan for Employees of Southern Company Services, Inc. (the "Plan"), effective January 1, 1989, in order to comply with the Internal Revenue Code of 1986, as amended (hereinafter referred to as the "Code"); and WHEREAS, the Pension Plan has also been adopted by, and covers the eligible employees of, Southern Electric International, Inc. ("SEI"); and WHEREAS, effective as of December 16, 1994, The Southern Company acquired a power generation facility from Scott Paper Company ("Scott") located in Mobile, Alabama; and WHEREAS, SEI employed certain of Scott's salaried employees after the acquisition; and WHEREAS, the Company wishes to amend the Pension Plan to allow former employees of Scott who are now salaried employees of SEI to immediately participate in the Pension Plan, to recognize for benefit accrual and vesting purposes under the Pension Plan service accrued under any Scott pension plan maintained for such salaried employees, and to offset in the Pension Plan any benefits these salaried employees may have accrued under such Scott pension plans; and WHEREAS, the Company is authorized pursuant to Section 13.1 of the Plan to amend the Plan at any time. NOW, THEREFORE, effective January 1, 1995, the Company hereby amends the Plan by adding the following Article:

I. ARTICLE XVII

Exhibit 10(a)68 FIRST AMENDMENT TO THE PENSION PLAN FOR EMPLOYEES OF SOUTHERN COMPANY SERVICES, INC. WHEREAS, the Board of Directors of Southern Company Services, Inc. (the "Company") heretofore adopted the amendment and restatement of the Pension Plan for Employees of Southern Company Services, Inc. (the "Plan"), effective January 1, 1989, in order to comply with the Internal Revenue Code of 1986, as amended (hereinafter referred to as the "Code"); and WHEREAS, the Pension Plan has also been adopted by, and covers the eligible employees of, Southern Electric International, Inc. ("SEI"); and WHEREAS, effective as of December 16, 1994, The Southern Company acquired a power generation facility from Scott Paper Company ("Scott") located in Mobile, Alabama; and WHEREAS, SEI employed certain of Scott's salaried employees after the acquisition; and WHEREAS, the Company wishes to amend the Pension Plan to allow former employees of Scott who are now salaried employees of SEI to immediately participate in the Pension Plan, to recognize for benefit accrual and vesting purposes under the Pension Plan service accrued under any Scott pension plan maintained for such salaried employees, and to offset in the Pension Plan any benefits these salaried employees may have accrued under such Scott pension plans; and WHEREAS, the Company is authorized pursuant to Section 13.1 of the Plan to amend the Plan at any time. NOW, THEREFORE, effective January 1, 1995, the Company hereby amends the Plan by adding the following Article:

I. ARTICLE XVII Special Provisions Concerning Certain Employees of Southern Electric International, Inc. 17.1 Eligibility and Recognition of Service for Former Employees of Scott Paper Company. (a) Effective January 1, 1995, notwithstanding any other provision of the Plan to the contrary, with respect to a former, non-collective bargaining unit employee of Scott Paper Company who was employed by Southern Electric International, Inc. as of December 17, 1994 as set forth on Schedule 2.1 of the Employee Transition Agreement entered into by and among Mobile Energy Services Company, Inc., Southern Electric International, Inc. and Scott Paper Company (hereinafter referred to in this Article XVII as the "Scheduled Employee"), (1) Such Scheduled Employee shall be eligible to participate in the Plan effective January 1, 1995. (2) Such Scheduled Employee, if and when he attains his Early Retirement Date, Normal Retirement Date, or Deferred Retirement Date, or terminates service for any other reason subject to the requirements of Section 8.1 or 8.2, shall be entitled to receive Retirement Income based on both his Accredited Service with the Employer and the service accrued under the Scott Paper Company Pension Plan for Salaried Employees (the "Scott Salaried Plan") which shall be treated as if Accredited Service under this Plan. To calculate such Scheduled Employee's Retirement Income, the Scheduled 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 Scott Salaried Plan, determined as if he retired from Scott Paper Company at his normal retirement age, as that term is defined in the Scott Salaried Plan on December 17, 1994. Thereafter, such Employee's Retirement Income shall be subject to

I. ARTICLE XVII Special Provisions Concerning Certain Employees of Southern Electric International, Inc. 17.1 Eligibility and Recognition of Service for Former Employees of Scott Paper Company. (a) Effective January 1, 1995, notwithstanding any other provision of the Plan to the contrary, with respect to a former, non-collective bargaining unit employee of Scott Paper Company who was employed by Southern Electric International, Inc. as of December 17, 1994 as set forth on Schedule 2.1 of the Employee Transition Agreement entered into by and among Mobile Energy Services Company, Inc., Southern Electric International, Inc. and Scott Paper Company (hereinafter referred to in this Article XVII as the "Scheduled Employee"), (1) Such Scheduled Employee shall be eligible to participate in the Plan effective January 1, 1995. (2) Such Scheduled Employee, if and when he attains his Early Retirement Date, Normal Retirement Date, or Deferred Retirement Date, or terminates service for any other reason subject to the requirements of Section 8.1 or 8.2, shall be entitled to receive Retirement Income based on both his Accredited Service with the Employer and the service accrued under the Scott Paper Company Pension Plan for Salaried Employees (the "Scott Salaried Plan") which shall be treated as if Accredited Service under this Plan. To calculate such Scheduled Employee's Retirement Income, the Scheduled 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 Scott Salaried Plan, determined as if he retired from Scott Paper Company at his normal retirement age, as that term is defined in the Scott Salaried Plan on December 17, 1994. Thereafter, such 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. 2

(3) For purposes of calculating such Scheduled Employee's Social Security Offset under Section 5.4, the Social Security Offset shall be determined by using the actual salary history of the Scheduled Employee during his employment with the Employer, or an Affiliated Employer, and Scott Paper Company. If the actual salary history is not available from Scott Paper Company, such history shall be estimated in accordance with Section 5.4(b)(1) and (2) of the Plan. (4) For vesting purposes, such Scheduled Employee shall be entitled to receive Vesting Years of Service as provided in Section 1.40 and, in addition, shall be entitled to vesting service equal to the sum of the years of vesting service accrued under each defined benefit pension plan maintained by Scott Paper Company in which such Scheduled Employee participated. II. Except as amended herein by this First Amendment, the Plan shall remain in full force and effect as amended and restated by the Company prior to the adoption of this First Amendment. IN WITNESS WHEREOF, Southern Company Services, Inc., through its duly authorized officers, has adopted this First Amendment to the Pension Plan for Employees of Southern Company Services, Inc. this ____ day of _________________, 1995, to be effective as stated herein. SOUTHERN COMPANY SERVICES, INC. By: Its: ATTEST:

(3) For purposes of calculating such Scheduled Employee's Social Security Offset under Section 5.4, the Social Security Offset shall be determined by using the actual salary history of the Scheduled Employee during his employment with the Employer, or an Affiliated Employer, and Scott Paper Company. If the actual salary history is not available from Scott Paper Company, such history shall be estimated in accordance with Section 5.4(b)(1) and (2) of the Plan. (4) For vesting purposes, such Scheduled Employee shall be entitled to receive Vesting Years of Service as provided in Section 1.40 and, in addition, shall be entitled to vesting service equal to the sum of the years of vesting service accrued under each defined benefit pension plan maintained by Scott Paper Company in which such Scheduled Employee participated. II. Except as amended herein by this First Amendment, the Plan shall remain in full force and effect as amended and restated by the Company prior to the adoption of this First Amendment. IN WITNESS WHEREOF, Southern Company Services, Inc., through its duly authorized officers, has adopted this First Amendment to the Pension Plan for Employees of Southern Company Services, Inc. this ____ day of _________________, 1995, to be effective as stated herein. SOUTHERN COMPANY SERVICES, INC. By: Its: ATTEST: By: Its: [CORPORATE SEAL] 3

Exhibit 10(a)70 FIRST AMENDMENT TO THE SOUTHERN COMPANY PERFORMANCE PAY PLAN WHEREAS, the Board of Directors of Southern Company Services, Inc. (the "Company") heretofore adopted the amendment and restatement of The Southern Company Performance Pay Plan (the "Plan") effective as of January 1, 1991; and WHEREAS, the Board of Directors of Gulf Power Company adopted the Gulf Power Company Appliance Sales Performance Pay Plan to be effective as of January 1, 1992; and WHEREAS, the Board of Directors of the Company desires to amend the Plan to integrate the Gulf Power Company Appliance Sales Performance Pay Plan with the Plan; and WHEREAS, under Section 6.3 of the Plan, the Board of Directors has the authority to amend the Plan at any time; NOW THEREFORE, effective January 1, 1992, the Board of Directors hereby amends the Plan as follows:

Exhibit 10(a)70 FIRST AMENDMENT TO THE SOUTHERN COMPANY PERFORMANCE PAY PLAN WHEREAS, the Board of Directors of Southern Company Services, Inc. (the "Company") heretofore adopted the amendment and restatement of The Southern Company Performance Pay Plan (the "Plan") effective as of January 1, 1991; and WHEREAS, the Board of Directors of Gulf Power Company adopted the Gulf Power Company Appliance Sales Performance Pay Plan to be effective as of January 1, 1992; and WHEREAS, the Board of Directors of the Company desires to amend the Plan to integrate the Gulf Power Company Appliance Sales Performance Pay Plan with the Plan; and WHEREAS, under Section 6.3 of the Plan, the Board of Directors has the authority to amend the Plan at any time; NOW THEREFORE, effective January 1, 1992, the Board of Directors hereby amends the Plan as follows: I. Article IV of the Plan shall be amended by adding the following new Section 4.5 thereto: 4.5 Notwithstanding the foregoing, the portion of the Incentive Pay Award Pool otherwise distributable under the terms of this Plan on behalf of Employees of Gulf Power Company shall be reduced by the amount necessary (the "Necessary Amount") to fund the Gulf Power Company Appliance Sales Performance Pay Plan (hereinafter referred to as the "Gulf Plan") as determined by the executive committee (as that term is defined under the Gulf Plan) of the Gulf Plan. Such Necessary Amount shall be distributed directly to the Gulf Plan from the Incentive Pay Award Pool and shall be further distributed in accordance with the terms of the Gulf Plan. The portion of the Incentive Pay Award Pool otherwise payable on behalf of Employees of Gulf Power Company but not payable to the Gulf Plan in accordance with this Section shall be subject to and distributed in accordance with the provisions of this Plan. Except as provided in Section 4.5(a) below, in no event shall a Gulf Power Company Appliance Sales Department employee be entitled to receive a distribution from both this Plan and the Gulf Plan. (a) If an employee of the Gulf Power Company Appliance Sales Department transfers between the Appliance Sales Department and another department of Gulf Power Company or another Employing Company, such employee shall be entitled to receive a pro-rata award under this Plan for that portion of the year in which such employee participates in this Plan. The accrual rate of the pro-rata award to be awarded to such employee under this Section 4.5(a) shall be determined in accordance with Exhibit A of the Plan.

(b) Position Level Values for employees transferring to or from the Appliance Sales Department as described in Section 4.5(a) above shall be prorated based upon the employee's time of participation in this Plan. II. 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, Southern Company Services, Inc., through its duly authorized officers, has adopted this First Amendment to The Southern Company Performance Pay Plan this ____ day of ___________________, 1992, to be effective January 1, 1992. SOUTHERN COMPANY SERVICES, INC.

(b) Position Level Values for employees transferring to or from the Appliance Sales Department as described in Section 4.5(a) above shall be prorated based upon the employee's time of participation in this Plan. II. 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, Southern Company Services, Inc., through its duly authorized officers, has adopted this First Amendment to The Southern Company Performance Pay Plan this ____ day of ___________________, 1992, to be effective January 1, 1992. SOUTHERN COMPANY SERVICES, INC. By: Bob Andrews Vice President Attest: By: Tommy Chisholm Secretary [CORPORATE SEAL] -2-

SECOND AMENDMENT TO THE SOUTHERN COMPANY PERFORMANCE PAY PLAN WHEREAS, the Board of Directors of Southern Company Services, Inc. (sometimes hereinafter referred to as the "Company") heretofore adopted the Amendment and Restatement of The Southern Company Performance Pay Plan (hereinafter referred to as the "Plan"), effective as of January 1, 1993; and WHEREAS, the Plan provides for the payment of incentive pay awards by funding units based in part on the attainment of goals established by such funding units; and WHEREAS, upon the transfer of employment by a participant within The Southern Company, the Plan currently allocates funding responsibilities for payment of incentive pay awards to the transferee funding unit; and WHEREAS, the Company desires to clarify the allocation of such funding responsibilities with respect to the functionalization of certain employees which will be transferred to Southern Company Services, Inc. effective December 16, 1995; and WHEREAS, the Company also desires to clarify the exclusion from participation of certain employees who receive incentive compensation through other means; and WHEREAS, the Board of Directors of the Company is authorized pursuant to Section 6.3 of the Plan to amend the Plan at any time. NOW THEREFORE, the Board of Directors of the Company hereby amends the Plan as follows: 1. A new Section 2.1(b)(5) shall be included as set forth below:

SECOND AMENDMENT TO THE SOUTHERN COMPANY PERFORMANCE PAY PLAN WHEREAS, the Board of Directors of Southern Company Services, Inc. (sometimes hereinafter referred to as the "Company") heretofore adopted the Amendment and Restatement of The Southern Company Performance Pay Plan (hereinafter referred to as the "Plan"), effective as of January 1, 1993; and WHEREAS, the Plan provides for the payment of incentive pay awards by funding units based in part on the attainment of goals established by such funding units; and WHEREAS, upon the transfer of employment by a participant within The Southern Company, the Plan currently allocates funding responsibilities for payment of incentive pay awards to the transferee funding unit; and WHEREAS, the Company desires to clarify the allocation of such funding responsibilities with respect to the functionalization of certain employees which will be transferred to Southern Company Services, Inc. effective December 16, 1995; and WHEREAS, the Company also desires to clarify the exclusion from participation of certain employees who receive incentive compensation through other means; and WHEREAS, the Board of Directors of the Company is authorized pursuant to Section 6.3 of the Plan to amend the Plan at any time. NOW THEREFORE, the Board of Directors of the Company hereby amends the Plan as follows: 1. A new Section 2.1(b)(5) shall be included as set forth below: Termination from participation in the Plan because the requirements of Section 1.16 above are not met. 2. A new Section 2.1(c) shall be included as set forth below: Notwithstanding paragraphs (a) and (b) above, the following employees of Alabama Power Company are ineligible to participate in the Plan: Appliance Sales Persons with Job Code 4074 and Commissioned Commercial Account Managers with Job Code 5867.

3. A new Section 3.2(d) shall be included as set forth below: Notwithstanding Section 3.2(c) above, if a Non-Covered Employee Participant transfers to Southern Company Services, Inc. effective December 16, 1995 from an Operating Company, other than Southern Company Services, Inc., as a result of the functionalization of such Participant's job duties, the Operating Company will fund such Participant's Incentive Pay Award for the entire Performance Period which commenced January 1, 1995. Southern Company Services, Inc. shall be responsible for paying the Incentive Pay Award to the NonCovered Employee Participant in accordance with Section 4.1(c). 4. Except as amended herein and by the First Amendment, the Plan shall remain in full force and effect as amended and restated by the Company. IN WITNESS WHEREOF, the Company through its duly authorized officers, has adopted the Second Amendment to The Southern Company Performance Pay Plan this ___ day of _________________, 1995.

3. A new Section 3.2(d) shall be included as set forth below: Notwithstanding Section 3.2(c) above, if a Non-Covered Employee Participant transfers to Southern Company Services, Inc. effective December 16, 1995 from an Operating Company, other than Southern Company Services, Inc., as a result of the functionalization of such Participant's job duties, the Operating Company will fund such Participant's Incentive Pay Award for the entire Performance Period which commenced January 1, 1995. Southern Company Services, Inc. shall be responsible for paying the Incentive Pay Award to the NonCovered Employee Participant in accordance with Section 4.1(c). 4. Except as amended herein and by the First Amendment, the Plan shall remain in full force and effect as amended and restated by the Company. IN WITNESS WHEREOF, the Company through its duly authorized officers, has adopted the Second Amendment to The Southern Company Performance Pay Plan this ___ day of _________________, 1995. SOUTHERN COMPANY SERVICES, INC. By: Its: ATTEST: By: Its: [CORPORATE SEAL] 2

Exhibit 10(a)71 SUPPLEMENTAL BENEFIT PLAN FOR ALABAMA POWER COMPANY January 1, 1996

SUPPLEMENTAL BENEFIT PLAN FOR ALABAMA POWER COMPANY
Page 1 1 1 1 1 2 2

ARTICLE I - PURPOSE AND ADOPTION OF PLAN . . . . . . . . . . . . . 1.1 Adoption . . . . . . . . . . . . . . . . . . . . 1.2 Purpose. . . . . . . . . . . . . . . . . . . . . ARTICLE II - DEFINITIONS . . . . . . . . . . . . . . . . . . . . . 2.1 2.2 2.3 Account. . . . . . . . . . . . . . . . . Administrative Committee . . . . . . . . Affiliated Employer. . . . . . . . . . .

Exhibit 10(a)71 SUPPLEMENTAL BENEFIT PLAN FOR ALABAMA POWER COMPANY January 1, 1996

SUPPLEMENTAL BENEFIT PLAN FOR ALABAMA POWER COMPANY
Page 1 1 1 1 1 2 2 2 2 2 2 2 2 2 3 3 3 3

ARTICLE I - PURPOSE AND ADOPTION OF PLAN . . . . . . . . . . . . . 1.1 Adoption . . . . . . . . . . . . . . . . . . . . 1.2 Purpose. . . . . . . . . . . . . . . . . . . . . ARTICLE II - DEFINITIONS . . . . . . . . . . . . . . . . . . . . . 2.1 2.2 2.3 2.4 2.5 2.6 2.7 2.8 2.9 2.10 2.11 2.12 2.13 2.14 Account. . . . . . . . . . Administrative Committee . Affiliated Employer. . . . Beneficiary. . . . . . . . Board of Directors . . . . Code . . . . . . . . . . . Common Stock . . . . . . . Company. . . . . . . . . . Deferred Compensation Plan Effective Date . . . . . . Employee . . . . . . . . . ESOP . . . . . . . . . . . Non-Pension Benefit. . . . Participant. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

-i2.15 2.16 2.17 2.18 2.19 Pension Benefit. . . . . . . . . . . . . Pension Plan . . . . . . . . . . . . . . Plan . . . . . . . . . . . . . . . . . . Plan Year. . . . . . . . . . . . . . . . Savings Plan. . . . . . . . . . . . . . 3 3 3 3 3

ARTICLE III - ADMINISTRATION OF PLAN . . . . . . . . . 4 3.1 Administrator. . . . . . . . . . . . . . 3.2 Powers . . . . . . . . . . . . . . . . . 3.3 Duties of the Administrative Committee. . . . . . . . . . . . . . . 3.4 Indemnification. . . . . . . . . . . . .

4 4 5 6

ARTICLE IV - ELIGIBILITY . . . . . . . . . . . . . . . 7 4.1 Eligibility Requirements . . . . . . . . 4.2 Determination of Eligibility . . . . . .

7 7

ARTICLE V - BENEFITS . . . . . . . . . . . . . . . . . 5.1 5.2 5.3 5.4 5.5 Pension Benefit. . . . . Non-Pension Benefit. . . Distribution of Benefits Funding of Benefits. . . Withholding. . . . . . . . . . . . . . . . . . . . . .

8 . . . . . . . . . . . . . . . . . . . . . . . . . 8 10 13 16 16

SUPPLEMENTAL BENEFIT PLAN FOR ALABAMA POWER COMPANY
Page 1 1 1 1 1 2 2 2 2 2 2 2 2 2 3 3 3 3

ARTICLE I - PURPOSE AND ADOPTION OF PLAN . . . . . . . . . . . . . 1.1 Adoption . . . . . . . . . . . . . . . . . . . . 1.2 Purpose. . . . . . . . . . . . . . . . . . . . . ARTICLE II - DEFINITIONS . . . . . . . . . . . . . . . . . . . . . 2.1 2.2 2.3 2.4 2.5 2.6 2.7 2.8 2.9 2.10 2.11 2.12 2.13 2.14 Account. . . . . . . . . . Administrative Committee . Affiliated Employer. . . . Beneficiary. . . . . . . . Board of Directors . . . . Code . . . . . . . . . . . Common Stock . . . . . . . Company. . . . . . . . . . Deferred Compensation Plan Effective Date . . . . . . Employee . . . . . . . . . ESOP . . . . . . . . . . . Non-Pension Benefit. . . . Participant. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

-i2.15 2.16 2.17 2.18 2.19 Pension Benefit. . . . . . . . . . . . . Pension Plan . . . . . . . . . . . . . . Plan . . . . . . . . . . . . . . . . . . Plan Year. . . . . . . . . . . . . . . . Savings Plan. . . . . . . . . . . . . . 3 3 3 3 3

ARTICLE III - ADMINISTRATION OF PLAN . . . . . . . . . 4 3.1 Administrator. . . . . . . . . . . . . . 3.2 Powers . . . . . . . . . . . . . . . . . 3.3 Duties of the Administrative Committee. . . . . . . . . . . . . . . 3.4 Indemnification. . . . . . . . . . . . .

4 4 5 6

ARTICLE IV - ELIGIBILITY . . . . . . . . . . . . . . . 7 4.1 Eligibility Requirements . . . . . . . . 4.2 Determination of Eligibility . . . . . .

7 7

ARTICLE V - BENEFITS . . . . . . . . . . . . . . . . . 5.1 5.2 5.3 5.4 5.5 Pension Benefit. . . . . Non-Pension Benefit. . . Distribution of Benefits Funding of Benefits. . . Withholding. . . . . . . . . . . . . . . . . . . . . .

8 . . . . . . . . . . . . . . . . . . . . . . . . . 8 10 13 16 16

-ii-

ARTICLE VI - MISCELLANEOUS . . . . . . . . . . . . . . 17
6.1 6.2 6.3 Assignment . . . . . . . . . . . . . . . Amendment and Termination. . . . . . . . No Guarantee of Employment . . . . . . . 17 17 17

2.15 2.16 2.17 2.18 2.19

Pension Benefit. . . . . . . . . . . . . Pension Plan . . . . . . . . . . . . . . Plan . . . . . . . . . . . . . . . . . . Plan Year. . . . . . . . . . . . . . . . Savings Plan. . . . . . . . . . . . . .

3 3 3 3 3

ARTICLE III - ADMINISTRATION OF PLAN . . . . . . . . . 4 3.1 Administrator. . . . . . . . . . . . . . 3.2 Powers . . . . . . . . . . . . . . . . . 3.3 Duties of the Administrative Committee. . . . . . . . . . . . . . . 3.4 Indemnification. . . . . . . . . . . . .

4 4 5 6

ARTICLE IV - ELIGIBILITY . . . . . . . . . . . . . . . 7 4.1 Eligibility Requirements . . . . . . . . 4.2 Determination of Eligibility . . . . . .

7 7

ARTICLE V - BENEFITS . . . . . . . . . . . . . . . . . 5.1 5.2 5.3 5.4 5.5 Pension Benefit. . . . . Non-Pension Benefit. . . Distribution of Benefits Funding of Benefits. . . Withholding. . . . . . . . . . . . . . . . . . . . . .

8 . . . . . . . . . . . . . . . . . . . . . . . . . 8 10 13 16 16

-ii-

ARTICLE VI - MISCELLANEOUS . . . . . . . . . . . . . . 17
6.1 6.2 6.3 6.4 Assignment . . . . . . . . . . . . . . . Amendment and Termination. . . . . . . . No Guarantee of Employment . . . . . . . Construction . . . . . . . . . . . . . . 17 17 17 18

-iii-

SUPPLEMENTAL BENEFIT PLAN FOR ALABAMA POWER COMPANY ARTICLE I - PURPOSE AND ADOPTION OF PLAN 1.1 Adoption: Alabama Power Company hereby adopts and establishes the Supplemental Benefit Plan for Alabama Power Company. 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 certain retirement and other deferred compensation benefits primarily for a select group of management or highly compensated employees which are not otherwise payable or cannot otherwise be provided by the Company (1) under the Pension Plan for Employees of Alabama Power Company, The Southern Company Employee Savings Plan, and The Southern Company Employee Stock Ownership Plan, as a result of the limitations set forth under Sections 401(a)(17), 401(k), 401(m), 402(g), or 415 of the Internal Revenue Code of 1986, as amended from time to time and (2) to compensate for lost benefits resulting from participation in The Southern Company Deferred Compensation Plan, as amended from time to time. ARTICLE II DEFINITIONS

ARTICLE VI - MISCELLANEOUS . . . . . . . . . . . . . . 17
6.1 6.2 6.3 6.4 Assignment . . . . . . . . . . . . . . . Amendment and Termination. . . . . . . . No Guarantee of Employment . . . . . . . Construction . . . . . . . . . . . . . . 17 17 17 18

-iii-

SUPPLEMENTAL BENEFIT PLAN FOR ALABAMA POWER COMPANY ARTICLE I - PURPOSE AND ADOPTION OF PLAN 1.1 Adoption: Alabama Power Company hereby adopts and establishes the Supplemental Benefit Plan for Alabama Power Company. 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 certain retirement and other deferred compensation benefits primarily for a select group of management or highly compensated employees which are not otherwise payable or cannot otherwise be provided by the Company (1) under the Pension Plan for Employees of Alabama Power Company, The Southern Company Employee Savings Plan, and The Southern Company Employee Stock Ownership Plan, as a result of the limitations set forth under Sections 401(a)(17), 401(k), 401(m), 402(g), or 415 of the Internal Revenue Code of 1986, as amended from time to time and (2) to compensate for lost benefits resulting from participation in The Southern Company Deferred Compensation Plan, as amended from time to time. ARTICLE II DEFINITIONS 2.1 "Account" shall mean the account or accounts established and maintained by the Company to reflect the interest of a Participant in the Plan resulting from a Participant's Non-Pension Benefit calculated in accordance with Section 5.2.

2.2 "Administrative Committee" shall mean the Retirement Board of the Pension Plan. 2.3 "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. 2.4 "Beneficiary" shall mean any person, estate, trust, or organization entitled to receive any payment under the Plan upon the death of a Participant. 2.5 "Board of Directors" shall mean the Board of Directors of the Company. 2.6 "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time.
2.7 Company. 2.8 2.9 "Company" shall mean Alabama Power Company. "Deferred Compensation Plan" shall mean The Southern "Common Stock" shall mean common stock of The Southern

Company Deferred Compensation Plan, as amended from time to time, following its adoption by the Board of Directors. 2.10 "Effective Date" shall mean January 1, 1983. The Effective Date of this amendment and restatement shall mean January 1, 1996.

SUPPLEMENTAL BENEFIT PLAN FOR ALABAMA POWER COMPANY ARTICLE I - PURPOSE AND ADOPTION OF PLAN 1.1 Adoption: Alabama Power Company hereby adopts and establishes the Supplemental Benefit Plan for Alabama Power Company. 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 certain retirement and other deferred compensation benefits primarily for a select group of management or highly compensated employees which are not otherwise payable or cannot otherwise be provided by the Company (1) under the Pension Plan for Employees of Alabama Power Company, The Southern Company Employee Savings Plan, and The Southern Company Employee Stock Ownership Plan, as a result of the limitations set forth under Sections 401(a)(17), 401(k), 401(m), 402(g), or 415 of the Internal Revenue Code of 1986, as amended from time to time and (2) to compensate for lost benefits resulting from participation in The Southern Company Deferred Compensation Plan, as amended from time to time. ARTICLE II DEFINITIONS 2.1 "Account" shall mean the account or accounts established and maintained by the Company to reflect the interest of a Participant in the Plan resulting from a Participant's Non-Pension Benefit calculated in accordance with Section 5.2.

2.2 "Administrative Committee" shall mean the Retirement Board of the Pension Plan. 2.3 "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. 2.4 "Beneficiary" shall mean any person, estate, trust, or organization entitled to receive any payment under the Plan upon the death of a Participant. 2.5 "Board of Directors" shall mean the Board of Directors of the Company. 2.6 "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time.
2.7 Company. 2.8 2.9 "Company" shall mean Alabama Power Company. "Deferred Compensation Plan" shall mean The Southern "Common Stock" shall mean common stock of The Southern

Company Deferred Compensation Plan, as amended from time to time, following its adoption by the Board of Directors. 2.10 "Effective Date" shall mean January 1, 1983. The Effective Date of this amendment and restatement shall mean January 1, 1996. -2-

2.11 "Employee" shall mean any person who is currently employed by the Company. 2.12 "ESOP" shall mean The Southern Company Employee Stock Ownership Plan, as amended from time to time. 2.13 "Non-Pension Benefit" shall mean the benefit described in Section 5.2. 2.14 "Participant" shall mean an Employee or former Employee of the Company who is eligible pursuant to Sections 4.1 and 4.2. 2.15 "Pension Benefit" shall mean the benefit described in Section 5.1. 2.16 "Pension Plan" shall mean the defined benefit pension plan maintained by the Company or an Affiliated

2.2 "Administrative Committee" shall mean the Retirement Board of the Pension Plan. 2.3 "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. 2.4 "Beneficiary" shall mean any person, estate, trust, or organization entitled to receive any payment under the Plan upon the death of a Participant. 2.5 "Board of Directors" shall mean the Board of Directors of the Company. 2.6 "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time.
2.7 Company. 2.8 2.9 "Company" shall mean Alabama Power Company. "Deferred Compensation Plan" shall mean The Southern "Common Stock" shall mean common stock of The Southern

Company Deferred Compensation Plan, as amended from time to time, following its adoption by the Board of Directors. 2.10 "Effective Date" shall mean January 1, 1983. The Effective Date of this amendment and restatement shall mean January 1, 1996. -2-

2.11 "Employee" shall mean any person who is currently employed by the Company. 2.12 "ESOP" shall mean The Southern Company Employee Stock Ownership Plan, as amended from time to time. 2.13 "Non-Pension Benefit" shall mean the benefit described in Section 5.2. 2.14 "Participant" shall mean an Employee or former Employee of the Company who is eligible pursuant to Sections 4.1 and 4.2. 2.15 "Pension Benefit" shall mean the benefit described in Section 5.1. 2.16 "Pension Plan" shall mean the defined benefit pension plan maintained by the Company or an Affiliated Employer, as amended from time to time. 2.17 "Plan" shall mean the Supplemental Benefit Plan for Alabama Power Company, as amended from time to time. 2.18 "Plan Year" shall mean the calendar year. 2.19 "Savings Plan" shall mean The Southern Company Employee Savings Plan, as amended from time to time. Where the context requires, the definitions of all terms set forth in the Pension Plan, the ESOP, the Savings Plan and the Deferred Compensation Plan shall apply with equal force and effect for purposes of interpretation and administration of the Plan, -3-

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. It shall 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. -4-

2.11 "Employee" shall mean any person who is currently employed by the Company. 2.12 "ESOP" shall mean The Southern Company Employee Stock Ownership Plan, as amended from time to time. 2.13 "Non-Pension Benefit" shall mean the benefit described in Section 5.2. 2.14 "Participant" shall mean an Employee or former Employee of the Company who is eligible pursuant to Sections 4.1 and 4.2. 2.15 "Pension Benefit" shall mean the benefit described in Section 5.1. 2.16 "Pension Plan" shall mean the defined benefit pension plan maintained by the Company or an Affiliated Employer, as amended from time to time. 2.17 "Plan" shall mean the Supplemental Benefit Plan for Alabama Power Company, as amended from time to time. 2.18 "Plan Year" shall mean the calendar year. 2.19 "Savings Plan" shall mean The Southern Company Employee Savings Plan, as amended from time to time. Where the context requires, the definitions of all terms set forth in the Pension Plan, the ESOP, the Savings Plan and the Deferred Compensation Plan shall apply with equal force and effect for purposes of interpretation and administration of the Plan, -3-

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. It shall 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. -4-

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 of adequate Participants' records; recording -5-

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

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. It shall 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. -4-

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 of adequate Participants' records; recording -5-

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 who is also an Employee of the Company shall receive any compensation from the Plan for his service as such. -6-

ARTICLE IV ELIGIBILITY 4.1 Eligibility Requirements. All Employees (a) who are determined eligible to participate in accordance with Section 4.2, (b) whose benefits under the Pension Plan of the Company are limited by the limitations set forth in Sections 401(a)(17) or 415 of the Code, (c) for whom contributions by the Company to the Savings Plan are limited by the limitations set forth in Sections 401(a)(17), 401(k), 401(m), 402(g) or 415 of the Code, (d) for whom contributions by the Company to the ESOP are limited by the limitations set forth in Sections 401(a)(17) or 415 of the Code or (e) who after

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 of adequate Participants' records; recording -5-

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 who is also an Employee of the Company shall receive any compensation from the Plan for his service as such. -6-

ARTICLE IV ELIGIBILITY 4.1 Eligibility Requirements. All Employees (a) who are determined eligible to participate in accordance with Section 4.2, (b) whose benefits under the Pension Plan of the Company are limited by the limitations set forth in Sections 401(a)(17) or 415 of the Code, (c) for whom contributions by the Company to the Savings Plan are limited by the limitations set forth in Sections 401(a)(17), 401(k), 401(m), 402(g) or 415 of the Code, (d) for whom contributions by the Company to the ESOP are limited by the limitations set forth in Sections 401(a)(17) or 415 of the Code or (e) who after December 31, 1995, make deferrals under the Deferred Compensation Plan, shall be eligible to receive benefits under 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 insure that the Plan is maintained primarily for the purpose of providing deferred compensation to a select group of management or highly -7-

compensated employees under the Employee Retirement Income Security Act of 1974, as amended. ARTICLE V BENEFITS 5.1 Pension Benefit. (a) If a Participant has Accredited Service with respect to the Pension Plan of the Company, but not with respect

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 who is also an Employee of the Company shall receive any compensation from the Plan for his service as such. -6-

ARTICLE IV ELIGIBILITY 4.1 Eligibility Requirements. All Employees (a) who are determined eligible to participate in accordance with Section 4.2, (b) whose benefits under the Pension Plan of the Company are limited by the limitations set forth in Sections 401(a)(17) or 415 of the Code, (c) for whom contributions by the Company to the Savings Plan are limited by the limitations set forth in Sections 401(a)(17), 401(k), 401(m), 402(g) or 415 of the Code, (d) for whom contributions by the Company to the ESOP are limited by the limitations set forth in Sections 401(a)(17) or 415 of the Code or (e) who after December 31, 1995, make deferrals under the Deferred Compensation Plan, shall be eligible to receive benefits under 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 insure that the Plan is maintained primarily for the purpose of providing deferred compensation to a select group of management or highly -7-

compensated employees under the Employee Retirement Income Security Act of 1974, as amended. ARTICLE V BENEFITS 5.1 Pension Benefit. (a) If a Participant has Accredited Service with respect to the Pension Plan of the Company, but not with respect to the Pension Plan of any Affiliated Employer, he shall be entitled to a Pension Benefit equal to that portion of his Retirement Income under the Pension Plan of the Company which is not payable under such Pension Plan as a result of the limitations imposed by Sections 401(a)(17), 415(b), or 415(e) of the Code. (b) If a Participant has Accredited Service with respect to the Pension Plan of the Company and with respect to the Pension Plan of one or more Affiliated Employers, his Pension Benefit payable by the Company, and any Affiliated Employer(s) shall be equal to that portion of his combined Retirement Income under each Pension Plan which is not payable under any of such Pension Plans as a result of the limitations described by Sections 401(a) (17), 415(b), or 415(e) of the Code, multiplied by a fraction, the sum of the individual fractions not to exceed one (1), the numerator of which is his years of Accredited Service -8-

under the Pension Plan of the Company or any Affiliated Employer(s) and the denominator which is his total years of Accredited Service under the Pension Plans of the Company and any Affiliated Employer(s). (c) For purposes of this Section 5.1, the Pension Benefit of a Participant shall be calculated based on the Participant's Earnings that are considered under the Pension Plan of the Company in calculating his Retirement

ARTICLE IV ELIGIBILITY 4.1 Eligibility Requirements. All Employees (a) who are determined eligible to participate in accordance with Section 4.2, (b) whose benefits under the Pension Plan of the Company are limited by the limitations set forth in Sections 401(a)(17) or 415 of the Code, (c) for whom contributions by the Company to the Savings Plan are limited by the limitations set forth in Sections 401(a)(17), 401(k), 401(m), 402(g) or 415 of the Code, (d) for whom contributions by the Company to the ESOP are limited by the limitations set forth in Sections 401(a)(17) or 415 of the Code or (e) who after December 31, 1995, make deferrals under the Deferred Compensation Plan, shall be eligible to receive benefits under 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 insure that the Plan is maintained primarily for the purpose of providing deferred compensation to a select group of management or highly -7-

compensated employees under the Employee Retirement Income Security Act of 1974, as amended. ARTICLE V BENEFITS 5.1 Pension Benefit. (a) If a Participant has Accredited Service with respect to the Pension Plan of the Company, but not with respect to the Pension Plan of any Affiliated Employer, he shall be entitled to a Pension Benefit equal to that portion of his Retirement Income under the Pension Plan of the Company which is not payable under such Pension Plan as a result of the limitations imposed by Sections 401(a)(17), 415(b), or 415(e) of the Code. (b) If a Participant has Accredited Service with respect to the Pension Plan of the Company and with respect to the Pension Plan of one or more Affiliated Employers, his Pension Benefit payable by the Company, and any Affiliated Employer(s) shall be equal to that portion of his combined Retirement Income under each Pension Plan which is not payable under any of such Pension Plans as a result of the limitations described by Sections 401(a) (17), 415(b), or 415(e) of the Code, multiplied by a fraction, the sum of the individual fractions not to exceed one (1), the numerator of which is his years of Accredited Service -8-

under the Pension Plan of the Company or any Affiliated Employer(s) and the denominator which is his total years of Accredited Service under the Pension Plans of the Company and any Affiliated Employer(s). (c) For purposes of this Section 5.1, the Pension Benefit of a Participant shall be calculated based on the Participant's Earnings that are considered under the Pension Plan of the Company in calculating his Retirement Income, without regard to the limitation of Section 401(a)(17) of the Code, including any portion of his compensation he may have elected to defer under the Deferred Compensation Plan but excluding Incentive Pay he deferred under such Deferred Compensation Plan. (d) To the extent that a Participant's Retirement Income under a Pension Plan is recalculated as a result of an amendment to such Pension Plan in order to increase the amount of his Retirement Income, the Participant's Pension Benefit shall also be recalculated in order to properly reflect such increase in determining payments of the Participant's Pension Benefit made on or after the effective date of such increase. -9-

5.2 Non-Pension Benefit. (a) A Participant shall be entitled to a Non-Pension Benefit which is determined under this Section 5.2. An Account shall be established for the Participant by the Company, as of his initial Plan Year of participation in the Plan. Each Plan Year such Account shall be credited with an amount equal to the amount that the Company is prohibited from contributing (1) to the Savings Plan on behalf of the Participant as a result of the limitations

compensated employees under the Employee Retirement Income Security Act of 1974, as amended. ARTICLE V BENEFITS 5.1 Pension Benefit. (a) If a Participant has Accredited Service with respect to the Pension Plan of the Company, but not with respect to the Pension Plan of any Affiliated Employer, he shall be entitled to a Pension Benefit equal to that portion of his Retirement Income under the Pension Plan of the Company which is not payable under such Pension Plan as a result of the limitations imposed by Sections 401(a)(17), 415(b), or 415(e) of the Code. (b) If a Participant has Accredited Service with respect to the Pension Plan of the Company and with respect to the Pension Plan of one or more Affiliated Employers, his Pension Benefit payable by the Company, and any Affiliated Employer(s) shall be equal to that portion of his combined Retirement Income under each Pension Plan which is not payable under any of such Pension Plans as a result of the limitations described by Sections 401(a) (17), 415(b), or 415(e) of the Code, multiplied by a fraction, the sum of the individual fractions not to exceed one (1), the numerator of which is his years of Accredited Service -8-

under the Pension Plan of the Company or any Affiliated Employer(s) and the denominator which is his total years of Accredited Service under the Pension Plans of the Company and any Affiliated Employer(s). (c) For purposes of this Section 5.1, the Pension Benefit of a Participant shall be calculated based on the Participant's Earnings that are considered under the Pension Plan of the Company in calculating his Retirement Income, without regard to the limitation of Section 401(a)(17) of the Code, including any portion of his compensation he may have elected to defer under the Deferred Compensation Plan but excluding Incentive Pay he deferred under such Deferred Compensation Plan. (d) To the extent that a Participant's Retirement Income under a Pension Plan is recalculated as a result of an amendment to such Pension Plan in order to increase the amount of his Retirement Income, the Participant's Pension Benefit shall also be recalculated in order to properly reflect such increase in determining payments of the Participant's Pension Benefit made on or after the effective date of such increase. -9-

5.2 Non-Pension Benefit. (a) A Participant shall be entitled to a Non-Pension Benefit which is determined under this Section 5.2. An Account shall be established for the Participant by the Company, as of his initial Plan Year of participation in the Plan. Each Plan Year such Account shall be credited with an amount equal to the amount that the Company is prohibited from contributing (1) to the Savings Plan on behalf of the Participant as a result of the limitations imposed by Sections 401(a)(17), 401(k), 401(m), 402(g), 415(c), or 415(e) of the Code and (2) to the ESOP on behalf of the Participant as a result of the limitations imposed by Sections 401(a)(17), 415 (c), or 415(e) of the Code. (b) For purposes of this Section 5.2, the Non-Pension Benefit of a Participant shall be calculated based on the Participant's compensation that would have been considered in calculating allocations to his accounts under the Savings Plan and ESOP, without regard to the limitations of Section 401(a)(17) or Section 402(g) of the Code, including any portion of his compensation he may have elected to defer under the Deferred Compensation Plan but excluding Incentive Pay he deferred under the Deferred Compensation Plan. -10-

(c) All amounts so credited to the Account of the Participant shall be deemed to be invested in the Common Stock at the same time that such amounts would have been so invested if they had been contributed by the Company to the Savings Plan or the ESOP, as the case may be. In addition, such Account shall be credited with respect to shares of Common Stock allocated to the Participant's Account as follows: (1) In the case of cash dividends, such additional shares as could be purchased with the dividends which would have been payable if the credited shares had been outstanding;

under the Pension Plan of the Company or any Affiliated Employer(s) and the denominator which is his total years of Accredited Service under the Pension Plans of the Company and any Affiliated Employer(s). (c) For purposes of this Section 5.1, the Pension Benefit of a Participant shall be calculated based on the Participant's Earnings that are considered under the Pension Plan of the Company in calculating his Retirement Income, without regard to the limitation of Section 401(a)(17) of the Code, including any portion of his compensation he may have elected to defer under the Deferred Compensation Plan but excluding Incentive Pay he deferred under such Deferred Compensation Plan. (d) To the extent that a Participant's Retirement Income under a Pension Plan is recalculated as a result of an amendment to such Pension Plan in order to increase the amount of his Retirement Income, the Participant's Pension Benefit shall also be recalculated in order to properly reflect such increase in determining payments of the Participant's Pension Benefit made on or after the effective date of such increase. -9-

5.2 Non-Pension Benefit. (a) A Participant shall be entitled to a Non-Pension Benefit which is determined under this Section 5.2. An Account shall be established for the Participant by the Company, as of his initial Plan Year of participation in the Plan. Each Plan Year such Account shall be credited with an amount equal to the amount that the Company is prohibited from contributing (1) to the Savings Plan on behalf of the Participant as a result of the limitations imposed by Sections 401(a)(17), 401(k), 401(m), 402(g), 415(c), or 415(e) of the Code and (2) to the ESOP on behalf of the Participant as a result of the limitations imposed by Sections 401(a)(17), 415 (c), or 415(e) of the Code. (b) For purposes of this Section 5.2, the Non-Pension Benefit of a Participant shall be calculated based on the Participant's compensation that would have been considered in calculating allocations to his accounts under the Savings Plan and ESOP, without regard to the limitations of Section 401(a)(17) or Section 402(g) of the Code, including any portion of his compensation he may have elected to defer under the Deferred Compensation Plan but excluding Incentive Pay he deferred under the Deferred Compensation Plan. -10-

(c) All amounts so credited to the Account of the Participant shall be deemed to be invested in the Common Stock at the same time that such amounts would have been so invested if they had been contributed by the Company to the Savings Plan or the ESOP, as the case may be. In addition, such Account shall be credited with respect to shares of Common Stock allocated to the Participant's Account as follows: (1) In the case of cash dividends, such additional shares as could be purchased with the dividends which would have been payable if the credited shares had been outstanding; (2) In the case of dividends payable in property other than cash or Common Stock, such additional shares as could be purchased with the fair market value of the property which would have been payable if the credited shares had been outstanding; or (3) 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. -11-

(d) As soon as practicable following the first day of his eligibility to have benefits credited to his Account, a Participant shall designate in writing on a form to be prescribed by the Company the method of payment of his Account, which shall be the payment of a single lump sum or a series of annual installments not to exceed twenty (20). The method of distribution initially designated by a Participant shall not be revoked and shall govern the distribution of each Account established for the benefit of the Participant by the Company. Notwithstanding, in the sole discretion of the Administrative Committee upon application by the Participant, the method of distribution designated by such Participant may be modified not prior to 395 days nor later than 365 days prior to a Participant's date of separation from service in order to change the form of distribution of his Account in

5.2 Non-Pension Benefit. (a) A Participant shall be entitled to a Non-Pension Benefit which is determined under this Section 5.2. An Account shall be established for the Participant by the Company, as of his initial Plan Year of participation in the Plan. Each Plan Year such Account shall be credited with an amount equal to the amount that the Company is prohibited from contributing (1) to the Savings Plan on behalf of the Participant as a result of the limitations imposed by Sections 401(a)(17), 401(k), 401(m), 402(g), 415(c), or 415(e) of the Code and (2) to the ESOP on behalf of the Participant as a result of the limitations imposed by Sections 401(a)(17), 415 (c), or 415(e) of the Code. (b) For purposes of this Section 5.2, the Non-Pension Benefit of a Participant shall be calculated based on the Participant's compensation that would have been considered in calculating allocations to his accounts under the Savings Plan and ESOP, without regard to the limitations of Section 401(a)(17) or Section 402(g) of the Code, including any portion of his compensation he may have elected to defer under the Deferred Compensation Plan but excluding Incentive Pay he deferred under the Deferred Compensation Plan. -10-

(c) All amounts so credited to the Account of the Participant shall be deemed to be invested in the Common Stock at the same time that such amounts would have been so invested if they had been contributed by the Company to the Savings Plan or the ESOP, as the case may be. In addition, such Account shall be credited with respect to shares of Common Stock allocated to the Participant's Account as follows: (1) In the case of cash dividends, such additional shares as could be purchased with the dividends which would have been payable if the credited shares had been outstanding; (2) In the case of dividends payable in property other than cash or Common Stock, such additional shares as could be purchased with the fair market value of the property which would have been payable if the credited shares had been outstanding; or (3) 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. -11-

(d) As soon as practicable following the first day of his eligibility to have benefits credited to his Account, a Participant shall designate in writing on a form to be prescribed by the Company the method of payment of his Account, which shall be the payment of a single lump sum or a series of annual installments not to exceed twenty (20). The method of distribution initially designated by a Participant shall not be revoked and shall govern the distribution of each Account established for the benefit of the Participant by the Company. Notwithstanding, in the sole discretion of the Administrative Committee upon application by the Participant, the method of distribution designated by such Participant may be modified not prior to 395 days nor later than 365 days prior to a Participant's date of separation from service in order to change the form of distribution of his Account in

(c) All amounts so credited to the Account of the Participant shall be deemed to be invested in the Common Stock at the same time that such amounts would have been so invested if they had been contributed by the Company to the Savings Plan or the ESOP, as the case may be. In addition, such Account shall be credited with respect to shares of Common Stock allocated to the Participant's Account as follows: (1) In the case of cash dividends, such additional shares as could be purchased with the dividends which would have been payable if the credited shares had been outstanding; (2) In the case of dividends payable in property other than cash or Common Stock, such additional shares as could be purchased with the fair market value of the property which would have been payable if the credited shares had been outstanding; or (3) 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. -11-

(d) As soon as practicable following the first day of his eligibility to have benefits credited to his Account, a Participant shall designate in writing on a form to be prescribed by the Company the method of payment of his Account, which shall be the payment of a single lump sum or a series of annual installments not to exceed twenty (20). The method of distribution initially designated by a Participant shall not be revoked and shall govern the distribution of each Account established for the benefit of the Participant by the Company. Notwithstanding, in the sole discretion of the Administrative Committee upon application by the Participant, the method of distribution designated by such Participant may be modified not prior to 395 days nor later than 365 days prior to a Participant's date of separation from service in order to change the form of distribution of his Account in

(d) As soon as practicable following the first day of his eligibility to have benefits credited to his Account, a Participant shall designate in writing on a form to be prescribed by the Company the method of payment of his Account, which shall be the payment of a single lump sum or a series of annual installments not to exceed twenty (20). The method of distribution initially designated by a Participant shall not be revoked and shall govern the distribution of each Account established for the benefit of the Participant by the Company. Notwithstanding, in the sole discretion of the Administrative Committee upon application by the Participant, the method of distribution designated by such Participant may be modified not prior to 395 days nor later than 365 days prior to a Participant's date of separation from service in order to change the form of distribution of his Account in accordance with the terms of the Plan. Each Participant, his Beneficiary, and legal representative shall be bound as to any action taken pursuant to the method of distribution elected by a Participant and the terms of the Plan. -12-

5.3 Distribution of Benefits. (a) The Pension Benefit, as determined in accordance with Section 5.1, shall be payable in monthly increments on the first day of the month concurrently with and in the same manner as the Participant's Retirement Income under the Pension Plan. The Beneficiary of a Participant's Pension Benefit shall be the same as the beneficiary of the Participant's Retirement Income under the Pension Plan. (b) When a Participant terminates his employment with the Company, said Participant shall be entitled to receive the market value of any shares of Common Stock (and fractions thereof) reflected in any Account maintained by the Company for his benefit under the Plan in a single lump sum distribution or annual installments not to exceed twenty (20). Such distribution shall be made not later than sixty (60) days following the close of the calendar quarter in which his termination of employment occurs, or as soon as reasonably practicable thereafter. The transfer by a Participant between companies within The Southern Company shall not be deemed to be a termination of employment with the Company. No portion of a Participant's Account shall be distributed in Common Stock. -13-

(c) In the event a Participant elects to receive the distribution of his Account in annual installments, the first payment shall be made not later than sixty (60) days following the close of the calendar quarter in which his termination of employment occurs, or as soon as reasonably practicable thereafter, and shall be an amount equal to the balance in the Participant's Account divided by the number of annual installment payments. Each subsequent annual payment shall be an amount equal to the balance in the Participant's Account divided by the number of the remaining annual payments and shall be due on the anniversary of the preceding payment date. No portion of a Participant's Account shall be distributed in Common Stock. (d) Upon the death of a Participant, or a former Participant prior to the payment of all amounts credited to said Participant's Account, the unpaid balance shall be paid in the sole discretion of the Administrative Committee (1) in a lump sum to the designated Beneficiary of a Participant or former Participant within sixty (60) days following the close of the calendar quarter in which the Administrative Committee is provided evidence of the Participant's death (or as soon as reasonably practicable thereafter) or (2) in accordance with the distribution method chosen by such Participant or former Participant. The Beneficiary -14-

designation may be changed by the Participant or former Participant at any time without the consent of the prior Beneficiary. In the event a Beneficiary designation is not on file or the designated Beneficiary is deceased or cannot be located, payment will be made to the estate of the Participant or former Participant. No portion of a Participant's Account shall be distributed in Common Stock. (e) Upon the total disability of a Participant or former Participant, as determined by the Social Security Administration, the unpaid balance of his Account shall be paid in the sole discretion of the Administrative Committee (1) in a lump sum to the Participant or former Participant, or his legal representative within sixty (60) days following the notification of the Administrative Committee of the determination of disability by the Social Security Administration (or as soon as reasonably practicable thereafter) or (2) in accordance with the

5.3 Distribution of Benefits. (a) The Pension Benefit, as determined in accordance with Section 5.1, shall be payable in monthly increments on the first day of the month concurrently with and in the same manner as the Participant's Retirement Income under the Pension Plan. The Beneficiary of a Participant's Pension Benefit shall be the same as the beneficiary of the Participant's Retirement Income under the Pension Plan. (b) When a Participant terminates his employment with the Company, said Participant shall be entitled to receive the market value of any shares of Common Stock (and fractions thereof) reflected in any Account maintained by the Company for his benefit under the Plan in a single lump sum distribution or annual installments not to exceed twenty (20). Such distribution shall be made not later than sixty (60) days following the close of the calendar quarter in which his termination of employment occurs, or as soon as reasonably practicable thereafter. The transfer by a Participant between companies within The Southern Company shall not be deemed to be a termination of employment with the Company. No portion of a Participant's Account shall be distributed in Common Stock. -13-

(c) In the event a Participant elects to receive the distribution of his Account in annual installments, the first payment shall be made not later than sixty (60) days following the close of the calendar quarter in which his termination of employment occurs, or as soon as reasonably practicable thereafter, and shall be an amount equal to the balance in the Participant's Account divided by the number of annual installment payments. Each subsequent annual payment shall be an amount equal to the balance in the Participant's Account divided by the number of the remaining annual payments and shall be due on the anniversary of the preceding payment date. No portion of a Participant's Account shall be distributed in Common Stock. (d) Upon the death of a Participant, or a former Participant prior to the payment of all amounts credited to said Participant's Account, the unpaid balance shall be paid in the sole discretion of the Administrative Committee (1) in a lump sum to the designated Beneficiary of a Participant or former Participant within sixty (60) days following the close of the calendar quarter in which the Administrative Committee is provided evidence of the Participant's death (or as soon as reasonably practicable thereafter) or (2) in accordance with the distribution method chosen by such Participant or former Participant. The Beneficiary -14-

designation may be changed by the Participant or former Participant at any time without the consent of the prior Beneficiary. In the event a Beneficiary designation is not on file or the designated Beneficiary is deceased or cannot be located, payment will be made to the estate of the Participant or former Participant. No portion of a Participant's Account shall be distributed in Common Stock. (e) Upon the total disability of a Participant or former Participant, as determined by the Social Security Administration, the unpaid balance of his Account shall be paid in the sole discretion of the Administrative Committee (1) in a lump sum to the Participant or former Participant, or his legal representative within sixty (60) days following the notification of the Administrative Committee of the determination of disability by the Social Security Administration (or as soon as reasonably practicable thereafter) or (2) in accordance with the distribution method elected by such Participant or former Participant. No portion of a Participant's Account shall be distributed in Common Stock. (f) The Administrative Committee in its sole discretion upon application made by the Participant, a designated Beneficiary, or their legal representative, may determine to accelerate payments or, in the event of death or total disability (as determined by -15-

Social Security Administration), to extend or otherwise make payments in a manner different from the manner in which such payment would be made under the method of distribution elected by the Participant in the absence of such determination. 5.4 Funding of Benefits. The Company maintaining an Account for the benefit of a Participant shall not reserve or otherwise set aside funds for the payment of its obligations under the Plan, and such obligations shall be paid

(c) In the event a Participant elects to receive the distribution of his Account in annual installments, the first payment shall be made not later than sixty (60) days following the close of the calendar quarter in which his termination of employment occurs, or as soon as reasonably practicable thereafter, and shall be an amount equal to the balance in the Participant's Account divided by the number of annual installment payments. Each subsequent annual payment shall be an amount equal to the balance in the Participant's Account divided by the number of the remaining annual payments and shall be due on the anniversary of the preceding payment date. No portion of a Participant's Account shall be distributed in Common Stock. (d) Upon the death of a Participant, or a former Participant prior to the payment of all amounts credited to said Participant's Account, the unpaid balance shall be paid in the sole discretion of the Administrative Committee (1) in a lump sum to the designated Beneficiary of a Participant or former Participant within sixty (60) days following the close of the calendar quarter in which the Administrative Committee is provided evidence of the Participant's death (or as soon as reasonably practicable thereafter) or (2) in accordance with the distribution method chosen by such Participant or former Participant. The Beneficiary -14-

designation may be changed by the Participant or former Participant at any time without the consent of the prior Beneficiary. In the event a Beneficiary designation is not on file or the designated Beneficiary is deceased or cannot be located, payment will be made to the estate of the Participant or former Participant. No portion of a Participant's Account shall be distributed in Common Stock. (e) Upon the total disability of a Participant or former Participant, as determined by the Social Security Administration, the unpaid balance of his Account shall be paid in the sole discretion of the Administrative Committee (1) in a lump sum to the Participant or former Participant, or his legal representative within sixty (60) days following the notification of the Administrative Committee of the determination of disability by the Social Security Administration (or as soon as reasonably practicable thereafter) or (2) in accordance with the distribution method elected by such Participant or former Participant. No portion of a Participant's Account shall be distributed in Common Stock. (f) The Administrative Committee in its sole discretion upon application made by the Participant, a designated Beneficiary, or their legal representative, may determine to accelerate payments or, in the event of death or total disability (as determined by -15-

Social Security Administration), to extend or otherwise make payments in a manner different from the manner in which such payment would be made under the method of distribution elected by the Participant in the absence of such determination. 5.4 Funding of Benefits. The Company maintaining an Account for the benefit of a Participant 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. Notwithstanding that a Participant shall be entitled to receive the balance of his Account under the Plan, the assets from which such amount shall be paid at all times remain subject to the claims of the creditors of the Company. 5.5 Withholding. There shall be deducted from the payment of any Pension Benefit or Non-Pension 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. -16-

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 Pension Benefit or Non-Pension 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.

designation may be changed by the Participant or former Participant at any time without the consent of the prior Beneficiary. In the event a Beneficiary designation is not on file or the designated Beneficiary is deceased or cannot be located, payment will be made to the estate of the Participant or former Participant. No portion of a Participant's Account shall be distributed in Common Stock. (e) Upon the total disability of a Participant or former Participant, as determined by the Social Security Administration, the unpaid balance of his Account shall be paid in the sole discretion of the Administrative Committee (1) in a lump sum to the Participant or former Participant, or his legal representative within sixty (60) days following the notification of the Administrative Committee of the determination of disability by the Social Security Administration (or as soon as reasonably practicable thereafter) or (2) in accordance with the distribution method elected by such Participant or former Participant. No portion of a Participant's Account shall be distributed in Common Stock. (f) The Administrative Committee in its sole discretion upon application made by the Participant, a designated Beneficiary, or their legal representative, may determine to accelerate payments or, in the event of death or total disability (as determined by -15-

Social Security Administration), to extend or otherwise make payments in a manner different from the manner in which such payment would be made under the method of distribution elected by the Participant in the absence of such determination. 5.4 Funding of Benefits. The Company maintaining an Account for the benefit of a Participant 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. Notwithstanding that a Participant shall be entitled to receive the balance of his Account under the Plan, the assets from which such amount shall be paid at all times remain subject to the claims of the creditors of the Company. 5.5 Withholding. There shall be deducted from the payment of any Pension Benefit or Non-Pension 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. -16-

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 Pension Benefit or Non-Pension 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 the Company and a Participant, nor shall it limit the right of the Company to suspend, terminate, alter, or modify, whether or not for cause, the employment relationship between the Company and a Participant. -17-

6.4 Construction. This Plan shall be construed in accordance with and governed by the laws of the State of Alabama, 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 Alabama Power Company, pursuant to resolutions of the Board of Directors of Alabama Power Company, this day of , 1996.

Social Security Administration), to extend or otherwise make payments in a manner different from the manner in which such payment would be made under the method of distribution elected by the Participant in the absence of such determination. 5.4 Funding of Benefits. The Company maintaining an Account for the benefit of a Participant 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. Notwithstanding that a Participant shall be entitled to receive the balance of his Account under the Plan, the assets from which such amount shall be paid at all times remain subject to the claims of the creditors of the Company. 5.5 Withholding. There shall be deducted from the payment of any Pension Benefit or Non-Pension 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. -16-

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 Pension Benefit or Non-Pension 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 the Company and a Participant, nor shall it limit the right of the Company to suspend, terminate, alter, or modify, whether or not for cause, the employment relationship between the Company and a Participant. -17-

6.4 Construction. This Plan shall be construed in accordance with and governed by the laws of the State of Alabama, 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 Alabama Power Company, pursuant to resolutions of the Board of Directors of Alabama Power Company, this day of , 1996. ALABAMA POWER COMPANY (CORPORATE SEAL) By: Attest: -18-

Exhibit 10(a)72 SUPPLEMENTAL BENEFIT PLAN FOR GEORGIA POWER COMPANY January 1, 1996

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 Pension Benefit or Non-Pension 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 the Company and a Participant, nor shall it limit the right of the Company to suspend, terminate, alter, or modify, whether or not for cause, the employment relationship between the Company and a Participant. -17-

6.4 Construction. This Plan shall be construed in accordance with and governed by the laws of the State of Alabama, 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 Alabama Power Company, pursuant to resolutions of the Board of Directors of Alabama Power Company, this day of , 1996. ALABAMA POWER COMPANY (CORPORATE SEAL) By: Attest: -18-

Exhibit 10(a)72 SUPPLEMENTAL BENEFIT PLAN FOR GEORGIA POWER COMPANY January 1, 1996

SUPPLEMENTAL BENEFIT PLAN FOR GEORGIA POWER COMPANY
Page 1 1 1 1 1 2 2 2

ARTICLE I - PURPOSE AND ADOPTION OF PLAN . . . . . . . . . . . . . 1.1 Adoption . . . . . . . . . . . . . . . . 1.2 Purpose. . . . . . . . . . . . . . . . . ARTICLE II - DEFINITIONS . . . . . . . . . . . . . . . . . . . . . 2.1 2.2 2.3 2.4 Account. . . . . . . Affiliated Employer. Beneficiary. . . . . Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6.4 Construction. This Plan shall be construed in accordance with and governed by the laws of the State of Alabama, 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 Alabama Power Company, pursuant to resolutions of the Board of Directors of Alabama Power Company, this day of , 1996. ALABAMA POWER COMPANY (CORPORATE SEAL) By: Attest: -18-

Exhibit 10(a)72 SUPPLEMENTAL BENEFIT PLAN FOR GEORGIA POWER COMPANY January 1, 1996

SUPPLEMENTAL BENEFIT PLAN FOR GEORGIA POWER COMPANY
Page 1 1 1 1 1 2 2 2 2 2 2 2 2 2 3 3 3 3

ARTICLE I - PURPOSE AND ADOPTION OF PLAN . . . . . . . . . . . . . 1.1 Adoption . . . . . . . . . . . . . . . . 1.2 Purpose. . . . . . . . . . . . . . . . . ARTICLE II - DEFINITIONS . . . . . . . . . . . . . . . . . . . . . 2.1 2.2 2.3 2.4 2.5 2.6 2.7 2.8 2.9 2.10 2.11 2.12 2.13 2.14 Account. . . . . . . . . . Affiliated Employer. . . . Beneficiary. . . . . . . . Board of Directors . . . . Code . . . . . . . . . . . Common Stock . . . . . . . Company. . . . . . . . . . Deferred Compensation Plan Effective Date . . . . . . Employee . . . . . . . . . ESOP . . . . . . . . . . . Non-Pension Benefit. . . . Participant. . . . . . . . Pension Benefit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

-i2.15 2.16 2.17 2.18 Pension Plan . . . . . . . . . . . . . . Plan . . . . . . . . . . . . . . . . . . Plan Year. . . . . . . . . . . . . . . . Savings Plan. . . . . . . . . . . . . . 3 3 3 3 4 4

ARTICLE III - ADMINISTRATION OF PLAN . . . . . . . . . . . . . . . 3.1 Administrator. . . . . . . . . . . . . .

Exhibit 10(a)72 SUPPLEMENTAL BENEFIT PLAN FOR GEORGIA POWER COMPANY January 1, 1996

SUPPLEMENTAL BENEFIT PLAN FOR GEORGIA POWER COMPANY
Page 1 1 1 1 1 2 2 2 2 2 2 2 2 2 3 3 3 3

ARTICLE I - PURPOSE AND ADOPTION OF PLAN . . . . . . . . . . . . . 1.1 Adoption . . . . . . . . . . . . . . . . 1.2 Purpose. . . . . . . . . . . . . . . . . ARTICLE II - DEFINITIONS . . . . . . . . . . . . . . . . . . . . . 2.1 2.2 2.3 2.4 2.5 2.6 2.7 2.8 2.9 2.10 2.11 2.12 2.13 2.14 Account. . . . . . . . . . Affiliated Employer. . . . Beneficiary. . . . . . . . Board of Directors . . . . Code . . . . . . . . . . . Common Stock . . . . . . . Company. . . . . . . . . . Deferred Compensation Plan Effective Date . . . . . . Employee . . . . . . . . . ESOP . . . . . . . . . . . Non-Pension Benefit. . . . Participant. . . . . . . . Pension Benefit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

-i2.15 2.16 2.17 2.18 Pension Plan . . . . . . . . . . . . . . Plan . . . . . . . . . . . . . . . . . . Plan Year. . . . . . . . . . . . . . . . Savings Plan. . . . . . . . . . . . . . 3 3 3 3 4 4 4 4 6

ARTICLE III - ADMINISTRATION OF PLAN . . . . . . . . . . . . . . . 3.1 Administrator. . . . . . . . . . . . . . 3.2 Powers . . . . . . . . . . . . . . . . . 3.3 Duties of the Board of Directors. . . . . . . . . . . . . . . 3.4 Indemnification. . . . . . . . . . . . .

ARTICLE IV - ELIGIBILITY . . . . . . . . . . . . . . . . . . . . . 4.1 Eligibility Requirements . . . . . . . . 4.2 Determination of Eligibility . . . . . .

6 6 7

ARTICLE V - BENEFITS . . . . . . . . . . . . . . . . . . . . . . . 5.1 5.2 5.3 5.4 5.5 Pension Benefit. . . . . Non-Pension Benefit. . . Distribution of Benefits Funding of Benefits. . . Withholding. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8 8 9 12 15 15

SUPPLEMENTAL BENEFIT PLAN FOR GEORGIA POWER COMPANY
Page 1 1 1 1 1 2 2 2 2 2 2 2 2 2 3 3 3 3

ARTICLE I - PURPOSE AND ADOPTION OF PLAN . . . . . . . . . . . . . 1.1 Adoption . . . . . . . . . . . . . . . . 1.2 Purpose. . . . . . . . . . . . . . . . . ARTICLE II - DEFINITIONS . . . . . . . . . . . . . . . . . . . . . 2.1 2.2 2.3 2.4 2.5 2.6 2.7 2.8 2.9 2.10 2.11 2.12 2.13 2.14 Account. . . . . . . . . . Affiliated Employer. . . . Beneficiary. . . . . . . . Board of Directors . . . . Code . . . . . . . . . . . Common Stock . . . . . . . Company. . . . . . . . . . Deferred Compensation Plan Effective Date . . . . . . Employee . . . . . . . . . ESOP . . . . . . . . . . . Non-Pension Benefit. . . . Participant. . . . . . . . Pension Benefit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

-i2.15 2.16 2.17 2.18 Pension Plan . . . . . . . . . . . . . . Plan . . . . . . . . . . . . . . . . . . Plan Year. . . . . . . . . . . . . . . . Savings Plan. . . . . . . . . . . . . . 3 3 3 3 4 4 4 4 6

ARTICLE III - ADMINISTRATION OF PLAN . . . . . . . . . . . . . . . 3.1 Administrator. . . . . . . . . . . . . . 3.2 Powers . . . . . . . . . . . . . . . . . 3.3 Duties of the Board of Directors. . . . . . . . . . . . . . . 3.4 Indemnification. . . . . . . . . . . . .

ARTICLE IV - ELIGIBILITY . . . . . . . . . . . . . . . . . . . . . 4.1 Eligibility Requirements . . . . . . . . 4.2 Determination of Eligibility . . . . . .

6 6 7

ARTICLE V - BENEFITS . . . . . . . . . . . . . . . . . . . . . . . 5.1 5.2 5.3 5.4 5.5 Pension Benefit. . . . . Non-Pension Benefit. . . Distribution of Benefits Funding of Benefits. . . Withholding. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8 8 9 12 15 15

-ii-

ARTICLE VI - MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . 16
6.1 6.2 6.3 6.4 Assignment . . . . . . . . . . . . . . . Amendment and Termination. . . . . . . . No Guarantee of Employment . . . . . . . Construction . . . . . . . . . . . . . . 16 16 16 17

2.15 2.16 2.17 2.18

Pension Plan . . . . . . . . . . . . . . Plan . . . . . . . . . . . . . . . . . . Plan Year. . . . . . . . . . . . . . . . Savings Plan. . . . . . . . . . . . . .

3 3 3 3 4 4 4 4 6

ARTICLE III - ADMINISTRATION OF PLAN . . . . . . . . . . . . . . . 3.1 Administrator. . . . . . . . . . . . . . 3.2 Powers . . . . . . . . . . . . . . . . . 3.3 Duties of the Board of Directors. . . . . . . . . . . . . . . 3.4 Indemnification. . . . . . . . . . . . .

ARTICLE IV - ELIGIBILITY . . . . . . . . . . . . . . . . . . . . . 4.1 Eligibility Requirements . . . . . . . . 4.2 Determination of Eligibility . . . . . .

6 6 7

ARTICLE V - BENEFITS . . . . . . . . . . . . . . . . . . . . . . . 5.1 5.2 5.3 5.4 5.5 Pension Benefit. . . . . Non-Pension Benefit. . . Distribution of Benefits Funding of Benefits. . . Withholding. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8 8 9 12 15 15

-ii-

ARTICLE VI - MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . 16
6.1 6.2 6.3 6.4 Assignment . . . . . . . . . . . . . . . Amendment and Termination. . . . . . . . No Guarantee of Employment . . . . . . . Construction . . . . . . . . . . . . . . 16 16 16 17

-iii-

SUPPLEMENTAL BENEFIT PLAN FOR GEORGIA POWER COMPANY ARTICLE I - PURPOSE AND ADOPTION OF PLAN 1.1 Adoption: Georgia Power Company hereby adopts and establishes the Supplemental Benefit Plan for Georgia Power Company. 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 certain retirement and other deferred compensation benefits primarily for a select group of management or highly compensated employees which are not otherwise payable or cannot otherwise be provided by the Company (1) under the Pension Plan for Employees of Georgia Power Company, The Southern Company Employee Savings Plan, and The Southern Company Employee Stock Ownership Plan, as a result of the limitations set forth under Sections 401(a)(17), 401(k), 401(m), 402(g), or 415 of the Internal Revenue Code of 1986, as amended from time to time and (2) to compensate for lost benefits resulting from participation in The Southern Company Deferred Compensation Plan, as amended from time to time. ARTICLE II DEFINITIONS 2.1 "Account" shall mean the account or accounts established and maintained by the Company to reflect the

ARTICLE VI - MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . 16
6.1 6.2 6.3 6.4 Assignment . . . . . . . . . . . . . . . Amendment and Termination. . . . . . . . No Guarantee of Employment . . . . . . . Construction . . . . . . . . . . . . . . 16 16 16 17

-iii-

SUPPLEMENTAL BENEFIT PLAN FOR GEORGIA POWER COMPANY ARTICLE I - PURPOSE AND ADOPTION OF PLAN 1.1 Adoption: Georgia Power Company hereby adopts and establishes the Supplemental Benefit Plan for Georgia Power Company. 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 certain retirement and other deferred compensation benefits primarily for a select group of management or highly compensated employees which are not otherwise payable or cannot otherwise be provided by the Company (1) under the Pension Plan for Employees of Georgia Power Company, The Southern Company Employee Savings Plan, and The Southern Company Employee Stock Ownership Plan, as a result of the limitations set forth under Sections 401(a)(17), 401(k), 401(m), 402(g), or 415 of the Internal Revenue Code of 1986, as amended from time to time and (2) to compensate for lost benefits resulting from participation in The Southern Company Deferred Compensation Plan, as amended from time to time. ARTICLE II DEFINITIONS 2.1 "Account" shall mean the account or accounts established and maintained by the Company to reflect the interest of a Participant in the Plan resulting from a Participant's Non-Pension Benefit calculated in accordance with Section 5.2.

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. 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. 2.7 2.8 "Company" shall mean Georgia Power Company. "Deferred Compensation Plan" shall mean The Southern "Common Stock" shall mean common stock of The Southern

Company Deferred Compensation Plan, as amended from time to time, following its adoption by the Board of Directors. 2.9 "Effective Date" shall mean January 1, 1983. The Effective Date of this amendment and restatement shall mean January 1, 1996. 2.10 "Employee" shall mean any person who is currently employed by the Company.

SUPPLEMENTAL BENEFIT PLAN FOR GEORGIA POWER COMPANY ARTICLE I - PURPOSE AND ADOPTION OF PLAN 1.1 Adoption: Georgia Power Company hereby adopts and establishes the Supplemental Benefit Plan for Georgia Power Company. 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 certain retirement and other deferred compensation benefits primarily for a select group of management or highly compensated employees which are not otherwise payable or cannot otherwise be provided by the Company (1) under the Pension Plan for Employees of Georgia Power Company, The Southern Company Employee Savings Plan, and The Southern Company Employee Stock Ownership Plan, as a result of the limitations set forth under Sections 401(a)(17), 401(k), 401(m), 402(g), or 415 of the Internal Revenue Code of 1986, as amended from time to time and (2) to compensate for lost benefits resulting from participation in The Southern Company Deferred Compensation Plan, as amended from time to time. ARTICLE II DEFINITIONS 2.1 "Account" shall mean the account or accounts established and maintained by the Company to reflect the interest of a Participant in the Plan resulting from a Participant's Non-Pension Benefit calculated in accordance with Section 5.2.

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. 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. 2.7 2.8 "Company" shall mean Georgia Power Company. "Deferred Compensation Plan" shall mean The Southern "Common Stock" shall mean common stock of The Southern

Company Deferred Compensation Plan, as amended from time to time, following its adoption by the Board of Directors. 2.9 "Effective Date" shall mean January 1, 1983. The Effective Date of this amendment and restatement shall mean January 1, 1996. 2.10 "Employee" shall mean any person who is currently employed by the Company. -2-

2.11 "ESOP" shall mean The Southern Company Employee Stock Ownership Plan, as amended from time to time. 2.12 "Non-Pension Benefit" shall mean the benefit described in Section 5.2. 2.13 "Participant" shall mean an Employee or former Employee of the Company who is eligible pursuant to Sections 4.1 and 4.2. 2.14 "Pension Benefit" shall mean the benefit described in Section 5.1. 2.15 "Pension Plan" shall mean the defined benefit pension plan maintained by the Company or an Affiliated Employer, as amended from time to time.

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. 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. 2.7 2.8 "Company" shall mean Georgia Power Company. "Deferred Compensation Plan" shall mean The Southern "Common Stock" shall mean common stock of The Southern

Company Deferred Compensation Plan, as amended from time to time, following its adoption by the Board of Directors. 2.9 "Effective Date" shall mean January 1, 1983. The Effective Date of this amendment and restatement shall mean January 1, 1996. 2.10 "Employee" shall mean any person who is currently employed by the Company. -2-

2.11 "ESOP" shall mean The Southern Company Employee Stock Ownership Plan, as amended from time to time. 2.12 "Non-Pension Benefit" shall mean the benefit described in Section 5.2. 2.13 "Participant" shall mean an Employee or former Employee of the Company who is eligible pursuant to Sections 4.1 and 4.2. 2.14 "Pension Benefit" shall mean the benefit described in Section 5.1. 2.15 "Pension Plan" shall mean the defined benefit pension plan maintained by the Company or an Affiliated Employer, as amended from time to time. 2.16 "Plan" shall mean the Supplemental Benefit Plan for Georgia Power Company, as amended from time to time. 2.17 "Plan Year" shall mean the calendar year. 2.18 "Savings Plan" shall mean The Southern Company Employee Savings Plan, as amended from time to time. Where the context requires, the definitions of all terms set forth in the Pension Plan, the ESOP, the Savings Plan and the Deferred Compensation 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 -3-

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 Board of Directors. 3.2 Powers. The Board of Directors 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. It shall 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 Board of Directors. (a) The Board of Directors is responsible for the daily administration of the Plan. It may appoint other persons or entities to perform any of its fiduciary functions. The Board of

2.11 "ESOP" shall mean The Southern Company Employee Stock Ownership Plan, as amended from time to time. 2.12 "Non-Pension Benefit" shall mean the benefit described in Section 5.2. 2.13 "Participant" shall mean an Employee or former Employee of the Company who is eligible pursuant to Sections 4.1 and 4.2. 2.14 "Pension Benefit" shall mean the benefit described in Section 5.1. 2.15 "Pension Plan" shall mean the defined benefit pension plan maintained by the Company or an Affiliated Employer, as amended from time to time. 2.16 "Plan" shall mean the Supplemental Benefit Plan for Georgia Power Company, as amended from time to time. 2.17 "Plan Year" shall mean the calendar year. 2.18 "Savings Plan" shall mean The Southern Company Employee Savings Plan, as amended from time to time. Where the context requires, the definitions of all terms set forth in the Pension Plan, the ESOP, the Savings Plan and the Deferred Compensation 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 -3-

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 Board of Directors. 3.2 Powers. The Board of Directors 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. It shall 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 Board of Directors. (a) The Board of Directors is responsible for the daily administration of the Plan. It may appoint other persons or entities to perform any of its fiduciary functions. The Board of -4-

Directors 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 Board of Directors 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 Board of Directors 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 Board of Directors. (c) The Board of Directors 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 of 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 -5-

be required by law; and doing such other acts necessary for the proper administration of the Plan. The Board of

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 Board of Directors. 3.2 Powers. The Board of Directors 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. It shall 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 Board of Directors. (a) The Board of Directors is responsible for the daily administration of the Plan. It may appoint other persons or entities to perform any of its fiduciary functions. The Board of -4-

Directors 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 Board of Directors 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 Board of Directors 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 Board of Directors. (c) The Board of Directors 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 of 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 -5-

be required by law; and doing such other acts necessary for the proper administration of the Plan. The Board of Directors 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 Board of Directors 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 Board of Directors 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 Board of Directors. No member of the Board of Directors who is also an Employee of the Company shall receive any compensation from the Plan for his services in administering the Plan. ARTICLE IV ELIGIBILITY 4.1 Eligibility Requirements. All Employees (a) who are determined eligible to participate in accordance with Section 4.2; (b) whose benefits under the Pension Plan of the Company are -6-

limited by the limitations set forth in Sections 401(a)(17) or 415 of the Code, (c) for whom contributions by the Company to the Savings Plan are limited by the limitations set forth in Sections

Directors 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 Board of Directors 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 Board of Directors 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 Board of Directors. (c) The Board of Directors 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 of 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 -5-

be required by law; and doing such other acts necessary for the proper administration of the Plan. The Board of Directors 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 Board of Directors 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 Board of Directors 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 Board of Directors. No member of the Board of Directors who is also an Employee of the Company shall receive any compensation from the Plan for his services in administering the Plan. ARTICLE IV ELIGIBILITY 4.1 Eligibility Requirements. All Employees (a) who are determined eligible to participate in accordance with Section 4.2; (b) whose benefits under the Pension Plan of the Company are -6-

limited by the limitations set forth in Sections 401(a)(17) or 415 of the Code, (c) for whom contributions by the Company to the Savings Plan are limited by the limitations set forth in Sections 401(a)(17), 401(k), 401(m), 402(g) or 415 of the Code, (d) for whom contributions by the Company to the ESOP are limited by the limitations set forth in Sections 401(a)(17) or 415 of the Code or (e) who after December 31, 1995, make deferrals under the Deferred Compensation Plan, shall be eligible to receive benefits under the Plan. 4.2 Determination of Eligibility. The Board of Directors 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 Board of Directors shall be authorized to rescind the eligibility of any Participant if necessary to insure 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. -7-

ARTICLE V BENEFITS 5.1 Pension Benefit. (a) If a Participant has Accredited Service with respect to the Pension Plan of the Company, but not with respect to the Pension Plan of any Affiliated Employer, he shall be entitled to a Pension Benefit equal to that portion of his

be required by law; and doing such other acts necessary for the proper administration of the Plan. The Board of Directors 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 Board of Directors 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 Board of Directors 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 Board of Directors. No member of the Board of Directors who is also an Employee of the Company shall receive any compensation from the Plan for his services in administering the Plan. ARTICLE IV ELIGIBILITY 4.1 Eligibility Requirements. All Employees (a) who are determined eligible to participate in accordance with Section 4.2; (b) whose benefits under the Pension Plan of the Company are -6-

limited by the limitations set forth in Sections 401(a)(17) or 415 of the Code, (c) for whom contributions by the Company to the Savings Plan are limited by the limitations set forth in Sections 401(a)(17), 401(k), 401(m), 402(g) or 415 of the Code, (d) for whom contributions by the Company to the ESOP are limited by the limitations set forth in Sections 401(a)(17) or 415 of the Code or (e) who after December 31, 1995, make deferrals under the Deferred Compensation Plan, shall be eligible to receive benefits under the Plan. 4.2 Determination of Eligibility. The Board of Directors 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 Board of Directors shall be authorized to rescind the eligibility of any Participant if necessary to insure 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. -7-

ARTICLE V BENEFITS 5.1 Pension Benefit. (a) If a Participant has Accredited Service with respect to the Pension Plan of the Company, but not with respect to the Pension Plan of any Affiliated Employer, he shall be entitled to a Pension Benefit equal to that portion of his Retirement Income under the Pension Plan of the Company which is not payable under such Pension Plan as a result of the limitations imposed by Sections 401(a)(17), 415(b), or 415(e) of the Code. (b) If a Participant has Accredited Service with respect to the Pension Plan of the Company and with respect to the Pension Plan of one or more Affiliated Employers, his Pension Benefit payable by the Company, and any Affiliated Employer(s) shall be equal to that portion of his combined Retirement Income under each Pension Plan which is not payable under any of such Pension Plans as a result of the limitations described by Sections 401(a) (17), 415(b), or 415(e) of the Code, multiplied by a fraction, the sum of the individual fractions not to exceed one (1), the numerator of which is his years of Accredited Service under the Pension Plan of the Company or any Affiliated Employer(s) and the denominator which is his total years of Accredited Service -8-

under the Pension Plans of the Company and any Affiliated Employer(s). (c) For purposes of this Section 5.1, the Pension Benefit of a Participant shall be calculated based on the Participant's Earnings that are considered under the Pension Plan of the Company in calculating his Retirement Income, without regard to the limitation of Section 401(a)(17) of the Code, including any portion of his

limited by the limitations set forth in Sections 401(a)(17) or 415 of the Code, (c) for whom contributions by the Company to the Savings Plan are limited by the limitations set forth in Sections 401(a)(17), 401(k), 401(m), 402(g) or 415 of the Code, (d) for whom contributions by the Company to the ESOP are limited by the limitations set forth in Sections 401(a)(17) or 415 of the Code or (e) who after December 31, 1995, make deferrals under the Deferred Compensation Plan, shall be eligible to receive benefits under the Plan. 4.2 Determination of Eligibility. The Board of Directors 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 Board of Directors shall be authorized to rescind the eligibility of any Participant if necessary to insure 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. -7-

ARTICLE V BENEFITS 5.1 Pension Benefit. (a) If a Participant has Accredited Service with respect to the Pension Plan of the Company, but not with respect to the Pension Plan of any Affiliated Employer, he shall be entitled to a Pension Benefit equal to that portion of his Retirement Income under the Pension Plan of the Company which is not payable under such Pension Plan as a result of the limitations imposed by Sections 401(a)(17), 415(b), or 415(e) of the Code. (b) If a Participant has Accredited Service with respect to the Pension Plan of the Company and with respect to the Pension Plan of one or more Affiliated Employers, his Pension Benefit payable by the Company, and any Affiliated Employer(s) shall be equal to that portion of his combined Retirement Income under each Pension Plan which is not payable under any of such Pension Plans as a result of the limitations described by Sections 401(a) (17), 415(b), or 415(e) of the Code, multiplied by a fraction, the sum of the individual fractions not to exceed one (1), the numerator of which is his years of Accredited Service under the Pension Plan of the Company or any Affiliated Employer(s) and the denominator which is his total years of Accredited Service -8-

under the Pension Plans of the Company and any Affiliated Employer(s). (c) For purposes of this Section 5.1, the Pension Benefit of a Participant shall be calculated based on the Participant's Earnings that are considered under the Pension Plan of the Company in calculating his Retirement Income, without regard to the limitation of Section 401(a)(17) of the Code, including any portion of his compensation he may have elected to defer under the Deferred Compensation Plan but excluding Incentive Pay he deferred under such Deferred Compensation Plan. (d) To the extent that a Participant's Retirement Income under a Pension Plan is recalculated as a result of an amendment to such Pension Plan in order to increase the amount of his Retirement Income, the Participant's Pension Benefit shall also be recalculated in order to properly reflect such increase in determining payments of the Participant's Pension Benefit made on or after the effective date of such increase. 5.2 Non-Pension Benefit. (a) A Participant shall be entitled to a Non-Pension Benefit which is determined under this Section 5.2. An Account shall be established for the Participant by the Company, as of his initial Plan Year of participation in the Plan. Each Plan Year -9-

such Account shall be credited with an amount equal to the amount that the Company is prohibited from contributing (1) to the Savings Plan on behalf of the Participant as a result of the limitations imposed by Sections 401(a)(17), 401(k), 401(m), 402(g), 415(c), or 415(e) of the Code and (2) to the ESOP on behalf of the Participant as a result of the limitations imposed by Sections 401(a)(17), 415(c), or 415(e) of the Code.

ARTICLE V BENEFITS 5.1 Pension Benefit. (a) If a Participant has Accredited Service with respect to the Pension Plan of the Company, but not with respect to the Pension Plan of any Affiliated Employer, he shall be entitled to a Pension Benefit equal to that portion of his Retirement Income under the Pension Plan of the Company which is not payable under such Pension Plan as a result of the limitations imposed by Sections 401(a)(17), 415(b), or 415(e) of the Code. (b) If a Participant has Accredited Service with respect to the Pension Plan of the Company and with respect to the Pension Plan of one or more Affiliated Employers, his Pension Benefit payable by the Company, and any Affiliated Employer(s) shall be equal to that portion of his combined Retirement Income under each Pension Plan which is not payable under any of such Pension Plans as a result of the limitations described by Sections 401(a) (17), 415(b), or 415(e) of the Code, multiplied by a fraction, the sum of the individual fractions not to exceed one (1), the numerator of which is his years of Accredited Service under the Pension Plan of the Company or any Affiliated Employer(s) and the denominator which is his total years of Accredited Service -8-

under the Pension Plans of the Company and any Affiliated Employer(s). (c) For purposes of this Section 5.1, the Pension Benefit of a Participant shall be calculated based on the Participant's Earnings that are considered under the Pension Plan of the Company in calculating his Retirement Income, without regard to the limitation of Section 401(a)(17) of the Code, including any portion of his compensation he may have elected to defer under the Deferred Compensation Plan but excluding Incentive Pay he deferred under such Deferred Compensation Plan. (d) To the extent that a Participant's Retirement Income under a Pension Plan is recalculated as a result of an amendment to such Pension Plan in order to increase the amount of his Retirement Income, the Participant's Pension Benefit shall also be recalculated in order to properly reflect such increase in determining payments of the Participant's Pension Benefit made on or after the effective date of such increase. 5.2 Non-Pension Benefit. (a) A Participant shall be entitled to a Non-Pension Benefit which is determined under this Section 5.2. An Account shall be established for the Participant by the Company, as of his initial Plan Year of participation in the Plan. Each Plan Year -9-

such Account shall be credited with an amount equal to the amount that the Company is prohibited from contributing (1) to the Savings Plan on behalf of the Participant as a result of the limitations imposed by Sections 401(a)(17), 401(k), 401(m), 402(g), 415(c), or 415(e) of the Code and (2) to the ESOP on behalf of the Participant as a result of the limitations imposed by Sections 401(a)(17), 415(c), or 415(e) of the Code. (b) For purposes of this Section 5.2, the Non-Pension Benefit of a Participant shall be calculated based on the Participant's compensation that would have been considered in calculating allocations to his accounts under the Savings Plan and ESOP, without regard to the limitations of Section 401(a)(17) or Section 402(g) of the Code, including any portion of his compensation he may have elected to defer under the Deferred Compensation Plan but excluding Incentive Pay he deferred under the Deferred Compensation Plan. (c) All amounts so credited to the Account of the Participant shall be deemed to be invested in the Common Stock at the same time that such amounts would have been so invested if they had been contributed by the Company to the Savings Plan or the ESOP, as the case may be. In addition, such Account shall be -10-

credited with respect to shares of Common Stock allocated to the Participant's Account as follows: (1) In the case of cash dividends, such additional shares as could be purchased with the dividends which would have been payable if the credited shares had been outstanding;

under the Pension Plans of the Company and any Affiliated Employer(s). (c) For purposes of this Section 5.1, the Pension Benefit of a Participant shall be calculated based on the Participant's Earnings that are considered under the Pension Plan of the Company in calculating his Retirement Income, without regard to the limitation of Section 401(a)(17) of the Code, including any portion of his compensation he may have elected to defer under the Deferred Compensation Plan but excluding Incentive Pay he deferred under such Deferred Compensation Plan. (d) To the extent that a Participant's Retirement Income under a Pension Plan is recalculated as a result of an amendment to such Pension Plan in order to increase the amount of his Retirement Income, the Participant's Pension Benefit shall also be recalculated in order to properly reflect such increase in determining payments of the Participant's Pension Benefit made on or after the effective date of such increase. 5.2 Non-Pension Benefit. (a) A Participant shall be entitled to a Non-Pension Benefit which is determined under this Section 5.2. An Account shall be established for the Participant by the Company, as of his initial Plan Year of participation in the Plan. Each Plan Year -9-

such Account shall be credited with an amount equal to the amount that the Company is prohibited from contributing (1) to the Savings Plan on behalf of the Participant as a result of the limitations imposed by Sections 401(a)(17), 401(k), 401(m), 402(g), 415(c), or 415(e) of the Code and (2) to the ESOP on behalf of the Participant as a result of the limitations imposed by Sections 401(a)(17), 415(c), or 415(e) of the Code. (b) For purposes of this Section 5.2, the Non-Pension Benefit of a Participant shall be calculated based on the Participant's compensation that would have been considered in calculating allocations to his accounts under the Savings Plan and ESOP, without regard to the limitations of Section 401(a)(17) or Section 402(g) of the Code, including any portion of his compensation he may have elected to defer under the Deferred Compensation Plan but excluding Incentive Pay he deferred under the Deferred Compensation Plan. (c) All amounts so credited to the Account of the Participant shall be deemed to be invested in the Common Stock at the same time that such amounts would have been so invested if they had been contributed by the Company to the Savings Plan or the ESOP, as the case may be. In addition, such Account shall be -10-

credited with respect to shares of Common Stock allocated to the Participant's Account as follows: (1) In the case of cash dividends, such additional shares as could be purchased with the dividends which would have been payable if the credited shares had been outstanding; (2) In the case of dividends payable in property other than cash or Common Stock, such additional shares as could be purchased with the fair market value of the property which would have been payable if the credited shares had been outstanding; or (3) 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. (d) As soon as practicable following the first day of his eligibility to have benefits credited to his Account, a Participant shall designate in writing on a form to be prescribed by the Company the method of payment of his Account, which shall be the payment of a single lump sum or a series of annual installments not to exceed twenty (20). The method of distribution initially designated by a Participant shall not be revoked and shall govern the distribution of each Account established for the benefit of the Participant by the Company. Notwithstanding, in the sole -11-

discretion of the Board of Directors upon application by the Participant, the method of distribution designated by such Participant may be modified not prior to 395 days nor later than 365 days prior to a Participant's date of separation from service in order to change the form of distribution of his Account in accordance with the terms of

such Account shall be credited with an amount equal to the amount that the Company is prohibited from contributing (1) to the Savings Plan on behalf of the Participant as a result of the limitations imposed by Sections 401(a)(17), 401(k), 401(m), 402(g), 415(c), or 415(e) of the Code and (2) to the ESOP on behalf of the Participant as a result of the limitations imposed by Sections 401(a)(17), 415(c), or 415(e) of the Code. (b) For purposes of this Section 5.2, the Non-Pension Benefit of a Participant shall be calculated based on the Participant's compensation that would have been considered in calculating allocations to his accounts under the Savings Plan and ESOP, without regard to the limitations of Section 401(a)(17) or Section 402(g) of the Code, including any portion of his compensation he may have elected to defer under the Deferred Compensation Plan but excluding Incentive Pay he deferred under the Deferred Compensation Plan. (c) All amounts so credited to the Account of the Participant shall be deemed to be invested in the Common Stock at the same time that such amounts would have been so invested if they had been contributed by the Company to the Savings Plan or the ESOP, as the case may be. In addition, such Account shall be -10-

credited with respect to shares of Common Stock allocated to the Participant's Account as follows: (1) In the case of cash dividends, such additional shares as could be purchased with the dividends which would have been payable if the credited shares had been outstanding; (2) In the case of dividends payable in property other than cash or Common Stock, such additional shares as could be purchased with the fair market value of the property which would have been payable if the credited shares had been outstanding; or (3) 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. (d) As soon as practicable following the first day of his eligibility to have benefits credited to his Account, a Participant shall designate in writing on a form to be prescribed by the Company the method of payment of his Account, which shall be the payment of a single lump sum or a series of annual installments not to exceed twenty (20). The method of distribution initially designated by a Participant shall not be revoked and shall govern the distribution of each Account established for the benefit of the Participant by the Company. Notwithstanding, in the sole -11-

discretion of the Board of Directors upon application by the Participant, the method of distribution designated by such Participant may be modified not prior to 395 days nor later than 365 days prior to a Participant's date of separation from service in order to change the form of distribution of his Account in accordance with the terms of the Plan. Each Participant, his Beneficiary, and legal representative shall be bound as to any action taken pursuant to the method of distribution elected by a Participant and the terms of the Plan. 5.3 Distribution of Benefits. (a) The Pension Benefit, as determined in accordance with Section 5.1, shall be payable in monthly increments on the first day of the month concurrently with and in the same manner as the Participant's Retirement Income under the Pension Plan. The Beneficiary of a Participant's Pension Benefit shall be the same as the beneficiary of the Participant's Retirement Income under the Pension Plan. (b) When a Participant terminates his employment with the Company, said Participant shall be entitled to receive the market value of any shares of Common Stock (and fractions thereof) reflected in any Account maintained by the Company for his benefit under the Plan in a single lump sum distribution or annual -12-

installments not to exceed twenty (20). Such distribution shall be made not later than sixty (60) days following the close of the calendar quarter in which his termination of employment occurs, or as soon as reasonably practicable thereafter. The transfer by a Participant between companies within The Southern Company shall not be deemed

credited with respect to shares of Common Stock allocated to the Participant's Account as follows: (1) In the case of cash dividends, such additional shares as could be purchased with the dividends which would have been payable if the credited shares had been outstanding; (2) In the case of dividends payable in property other than cash or Common Stock, such additional shares as could be purchased with the fair market value of the property which would have been payable if the credited shares had been outstanding; or (3) 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. (d) As soon as practicable following the first day of his eligibility to have benefits credited to his Account, a Participant shall designate in writing on a form to be prescribed by the Company the method of payment of his Account, which shall be the payment of a single lump sum or a series of annual installments not to exceed twenty (20). The method of distribution initially designated by a Participant shall not be revoked and shall govern the distribution of each Account established for the benefit of the Participant by the Company. Notwithstanding, in the sole -11-

discretion of the Board of Directors upon application by the Participant, the method of distribution designated by such Participant may be modified not prior to 395 days nor later than 365 days prior to a Participant's date of separation from service in order to change the form of distribution of his Account in accordance with the terms of the Plan. Each Participant, his Beneficiary, and legal representative shall be bound as to any action taken pursuant to the method of distribution elected by a Participant and the terms of the Plan. 5.3 Distribution of Benefits. (a) The Pension Benefit, as determined in accordance with Section 5.1, shall be payable in monthly increments on the first day of the month concurrently with and in the same manner as the Participant's Retirement Income under the Pension Plan. The Beneficiary of a Participant's Pension Benefit shall be the same as the beneficiary of the Participant's Retirement Income under the Pension Plan. (b) When a Participant terminates his employment with the Company, said Participant shall be entitled to receive the market value of any shares of Common Stock (and fractions thereof) reflected in any Account maintained by the Company for his benefit under the Plan in a single lump sum distribution or annual -12-

installments not to exceed twenty (20). Such distribution shall be made not later than sixty (60) days following the close of the calendar quarter in which his termination of employment occurs, or as soon as reasonably practicable thereafter. The transfer by a Participant between companies within The Southern Company shall not be deemed to be a termination of employment with the Company. No portion of a Participant's Account shall be distributed in Common Stock. (c) In the event a Participant elects to receive the distribution of his Account in annual installments, the first payment shall be made not later than sixty (60) days following the close of the calendar quarter in which his termination of employment occurs, or as soon as reasonably practicable thereafter, and shall be an amount equal to the balance in the Participant's Account divided by the number of annual installment payments. Each subsequent annual payment shall be an amount equal to the balance in the Participant's Account divided by the number of the remaining annual payments and shall be due on the anniversary of the preceding payment date. No portion of a Participant's Account shall be distributed in Common Stock. (d) Upon the death of a Participant, or a former Participant prior to the payment of all amounts credited to said -13-

Participant's Account, the unpaid balance shall be paid in the sole discretion of the Board of Directors (1) in a lump sum to the designated Beneficiary of a Participant or former Participant within sixty (60) days following the close of the calendar quarter in which the Board of Directors is provided evidence of the Participant's death (or as soon as reasonably practicable thereafter) or (2) in accordance with the distribution method chosen by such Participant or former Participant. The Beneficiary designation may be changed by the Participant or former

discretion of the Board of Directors upon application by the Participant, the method of distribution designated by such Participant may be modified not prior to 395 days nor later than 365 days prior to a Participant's date of separation from service in order to change the form of distribution of his Account in accordance with the terms of the Plan. Each Participant, his Beneficiary, and legal representative shall be bound as to any action taken pursuant to the method of distribution elected by a Participant and the terms of the Plan. 5.3 Distribution of Benefits. (a) The Pension Benefit, as determined in accordance with Section 5.1, shall be payable in monthly increments on the first day of the month concurrently with and in the same manner as the Participant's Retirement Income under the Pension Plan. The Beneficiary of a Participant's Pension Benefit shall be the same as the beneficiary of the Participant's Retirement Income under the Pension Plan. (b) When a Participant terminates his employment with the Company, said Participant shall be entitled to receive the market value of any shares of Common Stock (and fractions thereof) reflected in any Account maintained by the Company for his benefit under the Plan in a single lump sum distribution or annual -12-

installments not to exceed twenty (20). Such distribution shall be made not later than sixty (60) days following the close of the calendar quarter in which his termination of employment occurs, or as soon as reasonably practicable thereafter. The transfer by a Participant between companies within The Southern Company shall not be deemed to be a termination of employment with the Company. No portion of a Participant's Account shall be distributed in Common Stock. (c) In the event a Participant elects to receive the distribution of his Account in annual installments, the first payment shall be made not later than sixty (60) days following the close of the calendar quarter in which his termination of employment occurs, or as soon as reasonably practicable thereafter, and shall be an amount equal to the balance in the Participant's Account divided by the number of annual installment payments. Each subsequent annual payment shall be an amount equal to the balance in the Participant's Account divided by the number of the remaining annual payments and shall be due on the anniversary of the preceding payment date. No portion of a Participant's Account shall be distributed in Common Stock. (d) Upon the death of a Participant, or a former Participant prior to the payment of all amounts credited to said -13-

Participant's Account, the unpaid balance shall be paid in the sole discretion of the Board of Directors (1) in a lump sum to the designated Beneficiary of a Participant or former Participant within sixty (60) days following the close of the calendar quarter in which the Board of Directors is provided evidence of the Participant's death (or as soon as reasonably practicable thereafter) or (2) in accordance with the distribution method chosen by such Participant or former Participant. The Beneficiary designation may be changed by the Participant or former Participant at any time without the consent of the prior Beneficiary. In the event a Beneficiary designation is not on file or the designated Beneficiary is deceased or cannot be located, payment will be made to the estate of the Participant or former Participant. No portion of a Participant's Account shall be distributed in Common Stock. (e) Upon the total disability of a Participant or former Participant, as determined by the Social Security Administration, the unpaid balance of his Account shall be paid in the sole discretion of the Board of Directors (1) in a lump sum to the Participant or former Participant, or his legal representative within sixty (60) days following the notification of the Board of Directors of the determination of disability by the Social Security Administration (or as soon as reasonably practicable thereafter) or -14-

(2) in accordance with the distribution method elected by such Participant or former Participant. No portion of a Participant's Account shall be distributed in Common Stock. (f) The Board of Directors in its sole discretion upon application made by the Participant, a designated Beneficiary, or their legal representative, may determine to accelerate payments or, in the event of death or total disability (as determined by Social Security Administration), to extend or otherwise make payments in a manner different from the manner in which such payment would be made under the method of distribution elected by the

installments not to exceed twenty (20). Such distribution shall be made not later than sixty (60) days following the close of the calendar quarter in which his termination of employment occurs, or as soon as reasonably practicable thereafter. The transfer by a Participant between companies within The Southern Company shall not be deemed to be a termination of employment with the Company. No portion of a Participant's Account shall be distributed in Common Stock. (c) In the event a Participant elects to receive the distribution of his Account in annual installments, the first payment shall be made not later than sixty (60) days following the close of the calendar quarter in which his termination of employment occurs, or as soon as reasonably practicable thereafter, and shall be an amount equal to the balance in the Participant's Account divided by the number of annual installment payments. Each subsequent annual payment shall be an amount equal to the balance in the Participant's Account divided by the number of the remaining annual payments and shall be due on the anniversary of the preceding payment date. No portion of a Participant's Account shall be distributed in Common Stock. (d) Upon the death of a Participant, or a former Participant prior to the payment of all amounts credited to said -13-

Participant's Account, the unpaid balance shall be paid in the sole discretion of the Board of Directors (1) in a lump sum to the designated Beneficiary of a Participant or former Participant within sixty (60) days following the close of the calendar quarter in which the Board of Directors is provided evidence of the Participant's death (or as soon as reasonably practicable thereafter) or (2) in accordance with the distribution method chosen by such Participant or former Participant. The Beneficiary designation may be changed by the Participant or former Participant at any time without the consent of the prior Beneficiary. In the event a Beneficiary designation is not on file or the designated Beneficiary is deceased or cannot be located, payment will be made to the estate of the Participant or former Participant. No portion of a Participant's Account shall be distributed in Common Stock. (e) Upon the total disability of a Participant or former Participant, as determined by the Social Security Administration, the unpaid balance of his Account shall be paid in the sole discretion of the Board of Directors (1) in a lump sum to the Participant or former Participant, or his legal representative within sixty (60) days following the notification of the Board of Directors of the determination of disability by the Social Security Administration (or as soon as reasonably practicable thereafter) or -14-

(2) in accordance with the distribution method elected by such Participant or former Participant. No portion of a Participant's Account shall be distributed in Common Stock. (f) The Board of Directors in its sole discretion upon application made by the Participant, a designated Beneficiary, or their legal representative, may determine to accelerate payments or, in the event of death or total disability (as determined by Social Security Administration), to extend or otherwise make payments in a manner different from the manner in which such payment would be made under the method of distribution elected by the Participant in the absence of such determination. 5.4 Funding of Benefits. The Company maintaining an Account for the benefit of a Participant 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. Notwithstanding that a Participant shall be entitled to receive the balance of his Account under the Plan, the assets from which such amount shall be paid at all times remain subject to the claims of the creditors of the Company. 5.5 Withholding. There shall be deducted from the payment of any Pension Benefit or Non-Pension Benefit due under the Plan the amount of any tax required by any governmental authority to be -15-

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,

Participant's Account, the unpaid balance shall be paid in the sole discretion of the Board of Directors (1) in a lump sum to the designated Beneficiary of a Participant or former Participant within sixty (60) days following the close of the calendar quarter in which the Board of Directors is provided evidence of the Participant's death (or as soon as reasonably practicable thereafter) or (2) in accordance with the distribution method chosen by such Participant or former Participant. The Beneficiary designation may be changed by the Participant or former Participant at any time without the consent of the prior Beneficiary. In the event a Beneficiary designation is not on file or the designated Beneficiary is deceased or cannot be located, payment will be made to the estate of the Participant or former Participant. No portion of a Participant's Account shall be distributed in Common Stock. (e) Upon the total disability of a Participant or former Participant, as determined by the Social Security Administration, the unpaid balance of his Account shall be paid in the sole discretion of the Board of Directors (1) in a lump sum to the Participant or former Participant, or his legal representative within sixty (60) days following the notification of the Board of Directors of the determination of disability by the Social Security Administration (or as soon as reasonably practicable thereafter) or -14-

(2) in accordance with the distribution method elected by such Participant or former Participant. No portion of a Participant's Account shall be distributed in Common Stock. (f) The Board of Directors in its sole discretion upon application made by the Participant, a designated Beneficiary, or their legal representative, may determine to accelerate payments or, in the event of death or total disability (as determined by Social Security Administration), to extend or otherwise make payments in a manner different from the manner in which such payment would be made under the method of distribution elected by the Participant in the absence of such determination. 5.4 Funding of Benefits. The Company maintaining an Account for the benefit of a Participant 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. Notwithstanding that a Participant shall be entitled to receive the balance of his Account under the Plan, the assets from which such amount shall be paid at all times remain subject to the claims of the creditors of the Company. 5.5 Withholding. There shall be deducted from the payment of any Pension Benefit or Non-Pension Benefit due under the Plan the amount of any tax required by any governmental authority to be -15-

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 Pension Benefit or Non-Pension 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 the Company and a Participant, nor shall it limit the right of the Company to suspend, terminate, alter, or modify, whether or -16-

not for cause, the employment relationship between the Company 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.

(2) in accordance with the distribution method elected by such Participant or former Participant. No portion of a Participant's Account shall be distributed in Common Stock. (f) The Board of Directors in its sole discretion upon application made by the Participant, a designated Beneficiary, or their legal representative, may determine to accelerate payments or, in the event of death or total disability (as determined by Social Security Administration), to extend or otherwise make payments in a manner different from the manner in which such payment would be made under the method of distribution elected by the Participant in the absence of such determination. 5.4 Funding of Benefits. The Company maintaining an Account for the benefit of a Participant 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. Notwithstanding that a Participant shall be entitled to receive the balance of his Account under the Plan, the assets from which such amount shall be paid at all times remain subject to the claims of the creditors of the Company. 5.5 Withholding. There shall be deducted from the payment of any Pension Benefit or Non-Pension Benefit due under the Plan the amount of any tax required by any governmental authority to be -15-

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 Pension Benefit or Non-Pension 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 the Company and a Participant, nor shall it limit the right of the Company to suspend, terminate, alter, or modify, whether or -16-

not for cause, the employment relationship between the Company 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 Georgia Power Company, pursuant to resolutions of the Board of Directors of Georgia Power Company, this day of , 1996. GEORGIA POWER COMPANY (CORPORATE SEAL) By: Attest: -17-

Exhibit 10(a)73

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 Pension Benefit or Non-Pension 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 the Company and a Participant, nor shall it limit the right of the Company to suspend, terminate, alter, or modify, whether or -16-

not for cause, the employment relationship between the Company 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 Georgia Power Company, pursuant to resolutions of the Board of Directors of Georgia Power Company, this day of , 1996. GEORGIA POWER COMPANY (CORPORATE SEAL) By: Attest: -17-

Exhibit 10(a)73 SUPPLEMENTAL BENEFIT PLAN FOR SOUTHERN COMPANY SERVICES, INC. AND SOUTHERN ELECTRIC INTERNATIONAL, INC. January 1, 1996

SUPPLEMENTAL BENEFIT PLAN FOR SOUTHERN COMPANY SERVICES, INC. AND SOUTHERN ELECTRIC INTERNATIONAL, INC.
Page

not for cause, the employment relationship between the Company 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 Georgia Power Company, pursuant to resolutions of the Board of Directors of Georgia Power Company, this day of , 1996. GEORGIA POWER COMPANY (CORPORATE SEAL) By: Attest: -17-

Exhibit 10(a)73 SUPPLEMENTAL BENEFIT PLAN FOR SOUTHERN COMPANY SERVICES, INC. AND SOUTHERN ELECTRIC INTERNATIONAL, INC. January 1, 1996

SUPPLEMENTAL BENEFIT PLAN FOR SOUTHERN COMPANY SERVICES, INC. AND SOUTHERN ELECTRIC INTERNATIONAL, INC.
Page ARTICLE I - PURPOSE AND ADOPTION OF PLAN........................... 1.1 Adoption......................................... 1.2 Purpose.......................................... ARTICLE II DEFINITIONS............................................. 2.1 "Account......................................... 2.2 "Affiliated Employer............................. 2.3 "Beneficiary..................................... 2.4 "Board of Directors.............................. 2.5 "Code............................................ 2.6 "Common Stock.................................... 2.7 "Company......................................... 2.8 "Deferred Compensation Plan...................... 2.9 "Effective Date.................................. 2.10 "Employee........................................ 2.11 "Employing Company............................... 2.12 "ESOP............................................ 2.13 "Non-Pension Benefit............................. 2.14 "Participant..................................... 2.15 "Pension Benefit................................. 2.16 "Pension Plan.................................... i 1 1 1 2 2 2 2 2 2 2 2 2 2 3 3 3 3 3 3 3

Exhibit 10(a)73 SUPPLEMENTAL BENEFIT PLAN FOR SOUTHERN COMPANY SERVICES, INC. AND SOUTHERN ELECTRIC INTERNATIONAL, INC. January 1, 1996

SUPPLEMENTAL BENEFIT PLAN FOR SOUTHERN COMPANY SERVICES, INC. AND SOUTHERN ELECTRIC INTERNATIONAL, INC.
Page ARTICLE I - PURPOSE AND ADOPTION OF PLAN........................... 1.1 Adoption......................................... 1.2 Purpose.......................................... ARTICLE II DEFINITIONS............................................. 2.1 "Account......................................... 2.2 "Affiliated Employer............................. 2.3 "Beneficiary..................................... 2.4 "Board of Directors.............................. 2.5 "Code............................................ 2.6 "Common Stock.................................... 2.7 "Company......................................... 2.8 "Deferred Compensation Plan...................... 2.9 "Effective Date.................................. 2.10 "Employee........................................ 2.11 "Employing Company............................... 2.12 "ESOP............................................ 2.13 "Non-Pension Benefit............................. 2.14 "Participant..................................... 2.15 "Pension Benefit................................. 2.16 "Pension Plan.................................... i 1 1 1 2 2 2 2 2 2 2 2 2 2 3 3 3 3 3 3 3

2.17 2.18 2.19

"Plan............................................ "Plan Year....................................... "Savings Plan....................................

3 3 3 4 4 4 5 6 6 6 7

ARTICLE III ADMINISTRATION OF PLAN................................. 3.1 Administrator.................................... 3.2 Powers........................................... 3.3 Duties of the Board of Directors................. 3.4 Indemnification.................................. ARTICLE IV ELIGIBILITY............................................. 4.1 Eligibility Requirements......................... 4.2 Determination of Eligibility.....................

ARTICLE V BENEFITS................................................. 7 5.1 Pension Benefit.................................. 7 5.2 Non-Pension Benefit.............................. 9 5.3 Distribution of Benefits......................... 11 5.4 Funding of Benefits.............................. 14 5.5 Withholding...................................... 14 ARTICLE VI MISCELLANEOUS........................................... 15 6.1 Assignment....................................... 15

SUPPLEMENTAL BENEFIT PLAN FOR SOUTHERN COMPANY SERVICES, INC. AND SOUTHERN ELECTRIC INTERNATIONAL, INC.
Page ARTICLE I - PURPOSE AND ADOPTION OF PLAN........................... 1.1 Adoption......................................... 1.2 Purpose.......................................... ARTICLE II DEFINITIONS............................................. 2.1 "Account......................................... 2.2 "Affiliated Employer............................. 2.3 "Beneficiary..................................... 2.4 "Board of Directors.............................. 2.5 "Code............................................ 2.6 "Common Stock.................................... 2.7 "Company......................................... 2.8 "Deferred Compensation Plan...................... 2.9 "Effective Date.................................. 2.10 "Employee........................................ 2.11 "Employing Company............................... 2.12 "ESOP............................................ 2.13 "Non-Pension Benefit............................. 2.14 "Participant..................................... 2.15 "Pension Benefit................................. 2.16 "Pension Plan.................................... i 1 1 1 2 2 2 2 2 2 2 2 2 2 3 3 3 3 3 3 3

2.17 2.18 2.19

"Plan............................................ "Plan Year....................................... "Savings Plan....................................

3 3 3 4 4 4 5 6 6 6 7

ARTICLE III ADMINISTRATION OF PLAN................................. 3.1 Administrator.................................... 3.2 Powers........................................... 3.3 Duties of the Board of Directors................. 3.4 Indemnification.................................. ARTICLE IV ELIGIBILITY............................................. 4.1 Eligibility Requirements......................... 4.2 Determination of Eligibility.....................

ARTICLE V BENEFITS................................................. 7 5.1 Pension Benefit.................................. 7 5.2 Non-Pension Benefit.............................. 9 5.3 Distribution of Benefits......................... 11 5.4 Funding of Benefits.............................. 14 5.5 Withholding...................................... 14 ARTICLE VI MISCELLANEOUS........................................... 6.1 Assignment....................................... 6.2 Amendment and Termination........................ 6.3 No Guarantee of Employment....................... 6.4 Construction..................................... 15 15 15 15 15

ii

SUPPLEMENTAL BENEFIT PLAN FOR SOUTHERN ELECTRIC SERVICES, INC. AND

2.17 2.18 2.19

"Plan............................................ "Plan Year....................................... "Savings Plan....................................

3 3 3 4 4 4 5 6 6 6 7

ARTICLE III ADMINISTRATION OF PLAN................................. 3.1 Administrator.................................... 3.2 Powers........................................... 3.3 Duties of the Board of Directors................. 3.4 Indemnification.................................. ARTICLE IV ELIGIBILITY............................................. 4.1 Eligibility Requirements......................... 4.2 Determination of Eligibility.....................

ARTICLE V BENEFITS................................................. 7 5.1 Pension Benefit.................................. 7 5.2 Non-Pension Benefit.............................. 9 5.3 Distribution of Benefits......................... 11 5.4 Funding of Benefits.............................. 14 5.5 Withholding...................................... 14 ARTICLE VI MISCELLANEOUS........................................... 6.1 Assignment....................................... 6.2 Amendment and Termination........................ 6.3 No Guarantee of Employment....................... 6.4 Construction..................................... 15 15 15 15 15

ii

SUPPLEMENTAL BENEFIT PLAN FOR SOUTHERN ELECTRIC SERVICES, INC. AND SOUTHERN ELECTRIC INTERNATIONAL, INC. 1 ARTICLE I - PURPOSE AND ADOPTION OF PLAN 1.1 Adoption: Southern Company Services, Inc. and Southern Electric International, Inc. hereby adopt and establish the Supplemental Benefit Plan for Southern Company Services, Inc. and Southern Electric International, Inc. The Plan shall be an unfunded deferred compensation arrangement whose benefits shall be paid solely from the general assets of the Employing Companies. 1.2 Purpose: The Plan is designed to provide certain retirement and other deferred compensation benefits primarily for a select group of management or highly compensated employees which are not otherwise payable or cannot otherwise be provided by the Employing Companies (1) under the Pension Plan for Employees of Southern Company Services, Inc., The Southern Company Employee Savings Plan, and The Southern Company Employee Stock Ownership Plan, as a result of the limitations set forth under Sections 401(a)(17), 401(k), 401 (m), 402(g), or 415 of the Internal Revenue Code of 1986, as amended from time to time and (2) to compensate for lost benefits resulting from participation in The Southern Company Deferred Compensation Plan, as amended from time to time. 1

ARTICLE II DEFINITIONS 2 2.1 "Account" shall mean the account or accounts established and maintained by an Employing Company to reflect the interest of a Participant in the Plan resulting from a Participant's Non- Pension Benefit calculated in accordance with Section 5.2. 2.2 "Affiliated Employer" shall mean any corporation which is a member of the controlled group of corporations

SUPPLEMENTAL BENEFIT PLAN FOR SOUTHERN ELECTRIC SERVICES, INC. AND SOUTHERN ELECTRIC INTERNATIONAL, INC. 1 ARTICLE I - PURPOSE AND ADOPTION OF PLAN 1.1 Adoption: Southern Company Services, Inc. and Southern Electric International, Inc. hereby adopt and establish the Supplemental Benefit Plan for Southern Company Services, Inc. and Southern Electric International, Inc. The Plan shall be an unfunded deferred compensation arrangement whose benefits shall be paid solely from the general assets of the Employing Companies. 1.2 Purpose: The Plan is designed to provide certain retirement and other deferred compensation benefits primarily for a select group of management or highly compensated employees which are not otherwise payable or cannot otherwise be provided by the Employing Companies (1) under the Pension Plan for Employees of Southern Company Services, Inc., The Southern Company Employee Savings Plan, and The Southern Company Employee Stock Ownership Plan, as a result of the limitations set forth under Sections 401(a)(17), 401(k), 401 (m), 402(g), or 415 of the Internal Revenue Code of 1986, as amended from time to time and (2) to compensate for lost benefits resulting from participation in The Southern Company Deferred Compensation Plan, as amended from time to time. 1

ARTICLE II DEFINITIONS 2 2.1 "Account" shall mean the account or accounts established and maintained by an Employing Company to reflect the interest of a Participant in the Plan resulting from a Participant's Non- Pension Benefit calculated in accordance with Section 5.2. 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. 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 "Common Stock" shall mean common stock of The Southern Company. 2.7 "Company" shall mean Southern Company Services, Inc. 2.8 "Deferred Compensation Plan" shall mean The Southern Company Deferred Compensation Plan, as amended from time to time, following its adoption by the Boards of Directors of Employing Companies. 2.9 "Effective Date" shall mean January 1, 1983. The Effective Date of this amendment and restatement shall mean January 1, 1996. 2

2.10 "Employee" shall mean any person who is currently employed by an Employing Company. 2.11 "Employing Company" shall mean the Company, Southern Electric International, Inc., and any affiliate or subsidiary of The 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. 2.12 "ESOP" shall mean The Southern Company Employee Stock Ownership Plan, as amended from time to time. 2.13 "Non-Pension Benefit" shall mean the benefit described in Section 5.2. 2.14 "Participant" shall mean an Employee or former Employee of an Employing Company who is eligible pursuant to Sections 4.1 and 4.2.

ARTICLE II DEFINITIONS 2 2.1 "Account" shall mean the account or accounts established and maintained by an Employing Company to reflect the interest of a Participant in the Plan resulting from a Participant's Non- Pension Benefit calculated in accordance with Section 5.2. 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. 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 "Common Stock" shall mean common stock of The Southern Company. 2.7 "Company" shall mean Southern Company Services, Inc. 2.8 "Deferred Compensation Plan" shall mean The Southern Company Deferred Compensation Plan, as amended from time to time, following its adoption by the Boards of Directors of Employing Companies. 2.9 "Effective Date" shall mean January 1, 1983. The Effective Date of this amendment and restatement shall mean January 1, 1996. 2

2.10 "Employee" shall mean any person who is currently employed by an Employing Company. 2.11 "Employing Company" shall mean the Company, Southern Electric International, Inc., and any affiliate or subsidiary of The 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. 2.12 "ESOP" shall mean The Southern Company Employee Stock Ownership Plan, as amended from time to time. 2.13 "Non-Pension Benefit" shall mean the benefit described in Section 5.2. 2.14 "Participant" shall mean an Employee or former Employee of an Employing Company who is eligible pursuant to Sections 4.1 and 4.2. 2.15 "Pension Benefit" shall mean the benefit described in Section 5.1. 2.16 "Pension Plan" shall mean the defined benefit pension plan maintained by an Employing Company or Affiliated Employer, as amended from time to time. 2.17 "Plan" shall mean the Supplemental Benefit Plan for Southern Company Services, Inc. and Southern Electric International, Inc., as amended from time to time. 2.18 "Plan Year" shall mean the calendar year. 2.19 "Savings Plan" shall mean The Southern Company Employee Savings Plan, as amended from time to time. 3

Where the context requires, the definitions of all terms set forth in the Pension Plan, the ESOP, the Savings Plan and the Deferred Compensation 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 3.1 Administrator. The general administration of the Plan shall be placed in the Board of Directors. 3.2 Powers. The Board of Directors 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. It shall 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

2.10 "Employee" shall mean any person who is currently employed by an Employing Company. 2.11 "Employing Company" shall mean the Company, Southern Electric International, Inc., and any affiliate or subsidiary of The 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. 2.12 "ESOP" shall mean The Southern Company Employee Stock Ownership Plan, as amended from time to time. 2.13 "Non-Pension Benefit" shall mean the benefit described in Section 5.2. 2.14 "Participant" shall mean an Employee or former Employee of an Employing Company who is eligible pursuant to Sections 4.1 and 4.2. 2.15 "Pension Benefit" shall mean the benefit described in Section 5.1. 2.16 "Pension Plan" shall mean the defined benefit pension plan maintained by an Employing Company or Affiliated Employer, as amended from time to time. 2.17 "Plan" shall mean the Supplemental Benefit Plan for Southern Company Services, Inc. and Southern Electric International, Inc., as amended from time to time. 2.18 "Plan Year" shall mean the calendar year. 2.19 "Savings Plan" shall mean The Southern Company Employee Savings Plan, as amended from time to time. 3

Where the context requires, the definitions of all terms set forth in the Pension Plan, the ESOP, the Savings Plan and the Deferred Compensation 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 3.1 Administrator. The general administration of the Plan shall be placed in the Board of Directors. 3.2 Powers. The Board of Directors 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. It shall 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. 4

3.3 Duties of the Board of Directors. (a) The Board of Directors is responsible for the daily administration of the Plan. It may appoint other persons or entities to perform any of its fiduciary functions. The Board of Directors 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 Board of Directors 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 Board of Directors 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 Board of Directors. (c) The Board of Directors 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 of 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

Where the context requires, the definitions of all terms set forth in the Pension Plan, the ESOP, the Savings Plan and the Deferred Compensation 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 3.1 Administrator. The general administration of the Plan shall be placed in the Board of Directors. 3.2 Powers. The Board of Directors 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. It shall 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. 4

3.3 Duties of the Board of Directors. (a) The Board of Directors is responsible for the daily administration of the Plan. It may appoint other persons or entities to perform any of its fiduciary functions. The Board of Directors 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 Board of Directors 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 Board of Directors 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 Board of Directors. (c) The Board of Directors 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 of 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 5

be required by law; and doing such other acts necessary for the proper administration of the Plan. The Board of Directors 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 Employing Companies shall indemnify the Board of Directors 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 Employing Companies may purchase at their own expense sufficient liability insurance for the Board of Directors 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 Board of Directors. No member of the Board of Directors who is also an Employee of the Employing Companies shall receive any compensation from the Plan for his services in administering the Plan. ARTICLE IV ELIGIBILITY 4 4.1 Eligibility Requirements. All Employees (a) who are determined eligible to participate in accordance with Section 4.2; (b) whose benefits under the Pension Plan of their Employing Company are limited by the limitations set forth in Sections 401(a)(17) or 415 of the Code, (c) for whom contributions by their Employing Company to the Savings Plan are limited by the

3.3 Duties of the Board of Directors. (a) The Board of Directors is responsible for the daily administration of the Plan. It may appoint other persons or entities to perform any of its fiduciary functions. The Board of Directors 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 Board of Directors 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 Board of Directors 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 Board of Directors. (c) The Board of Directors 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 of 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 5

be required by law; and doing such other acts necessary for the proper administration of the Plan. The Board of Directors 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 Employing Companies shall indemnify the Board of Directors 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 Employing Companies may purchase at their own expense sufficient liability insurance for the Board of Directors 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 Board of Directors. No member of the Board of Directors who is also an Employee of the Employing Companies shall receive any compensation from the Plan for his services in administering the Plan. ARTICLE IV ELIGIBILITY 4 4.1 Eligibility Requirements. All Employees (a) who are determined eligible to participate in accordance with Section 4.2; (b) whose benefits under the Pension Plan of their Employing Company are limited by the limitations set forth in Sections 401(a)(17) or 415 of the Code, (c) for whom contributions by their Employing Company to the Savings Plan are limited by the 6

limitations set forth in Sections 401(a)(17), 401(k), 401(m), 402(g) or 415 of the Code, (d) for whom contributions by their Employing Company to the ESOP are limited by the limitations set forth in Sections 401(a) (17) or 415 of the Code or (e) who after December 31, 1995, make deferrals under the Deferred Compensation Plan, shall be eligible to receive benefits under the Plan. 4.2 Determination of Eligibility. The Board of Directors 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 Board of Directors shall be authorized to rescind the eligibility of any Participant if necessary to insure 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 5.1 Pension Benefit. (a) If a Participant has Accredited Service with respect to the Pension Plan of his Employing Company, but not with respect to the Pension Plan of any other Employing Company or Affiliated Employer, he shall be entitled to a

be required by law; and doing such other acts necessary for the proper administration of the Plan. The Board of Directors 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 Employing Companies shall indemnify the Board of Directors 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 Employing Companies may purchase at their own expense sufficient liability insurance for the Board of Directors 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 Board of Directors. No member of the Board of Directors who is also an Employee of the Employing Companies shall receive any compensation from the Plan for his services in administering the Plan. ARTICLE IV ELIGIBILITY 4 4.1 Eligibility Requirements. All Employees (a) who are determined eligible to participate in accordance with Section 4.2; (b) whose benefits under the Pension Plan of their Employing Company are limited by the limitations set forth in Sections 401(a)(17) or 415 of the Code, (c) for whom contributions by their Employing Company to the Savings Plan are limited by the 6

limitations set forth in Sections 401(a)(17), 401(k), 401(m), 402(g) or 415 of the Code, (d) for whom contributions by their Employing Company to the ESOP are limited by the limitations set forth in Sections 401(a) (17) or 415 of the Code or (e) who after December 31, 1995, make deferrals under the Deferred Compensation Plan, shall be eligible to receive benefits under the Plan. 4.2 Determination of Eligibility. The Board of Directors 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 Board of Directors shall be authorized to rescind the eligibility of any Participant if necessary to insure 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 5.1 Pension Benefit. (a) If a Participant has Accredited Service with respect to the Pension Plan of his Employing Company, but not with respect to the Pension Plan of any other Employing Company or Affiliated Employer, he shall be entitled to a Pension Benefit equal to that portion of his Retirement Income under the Pension Plan of his Employing Company which is not payable under such Pension Plan as 7

a result of the limitations imposed by Sections 401(a)(17), 415(b), or 415(e) of the Code. (b) If a Participant has Accredited Service with respect to the Pension Plan of his Employing Company and with respect to the Pension Plan of any other Employing Company or one or more Affiliated Employers, his Pension Benefit payable by his Employing Company, his former Employing Company, and/or Affiliated Employer(s) shall be equal to that portion of his combined Retirement Income under each Pension Plan which is not payable under any of such Pension Plans as a result of the limitations described by Sections 401(a)(17), 415(b), or 415(e) of the Code, multiplied by a fraction, the sum of the individual fractions not to exceed one (1), the numerator of which is his years of Accredited Service under the Pension Plan of each Employing Company or Affiliated Employer and the denominator which is his total years of Accredited Service under the Pension Plans of all of his Employing Companies and Affiliated Employers. (c) For purposes of this Section 5.1, the Pension Benefit of a Participant shall be calculated based on the Participant's Earnings that are considered under the Pension Plan of his Employing Company in calculating his Retirement Income, without regard to the limitation of Section 401(a)(17) of the Code, including any portion of

limitations set forth in Sections 401(a)(17), 401(k), 401(m), 402(g) or 415 of the Code, (d) for whom contributions by their Employing Company to the ESOP are limited by the limitations set forth in Sections 401(a) (17) or 415 of the Code or (e) who after December 31, 1995, make deferrals under the Deferred Compensation Plan, shall be eligible to receive benefits under the Plan. 4.2 Determination of Eligibility. The Board of Directors 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 Board of Directors shall be authorized to rescind the eligibility of any Participant if necessary to insure 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 5.1 Pension Benefit. (a) If a Participant has Accredited Service with respect to the Pension Plan of his Employing Company, but not with respect to the Pension Plan of any other Employing Company or Affiliated Employer, he shall be entitled to a Pension Benefit equal to that portion of his Retirement Income under the Pension Plan of his Employing Company which is not payable under such Pension Plan as 7

a result of the limitations imposed by Sections 401(a)(17), 415(b), or 415(e) of the Code. (b) If a Participant has Accredited Service with respect to the Pension Plan of his Employing Company and with respect to the Pension Plan of any other Employing Company or one or more Affiliated Employers, his Pension Benefit payable by his Employing Company, his former Employing Company, and/or Affiliated Employer(s) shall be equal to that portion of his combined Retirement Income under each Pension Plan which is not payable under any of such Pension Plans as a result of the limitations described by Sections 401(a)(17), 415(b), or 415(e) of the Code, multiplied by a fraction, the sum of the individual fractions not to exceed one (1), the numerator of which is his years of Accredited Service under the Pension Plan of each Employing Company or Affiliated Employer and the denominator which is his total years of Accredited Service under the Pension Plans of all of his Employing Companies and Affiliated Employers. (c) For purposes of this Section 5.1, the Pension Benefit of a Participant shall be calculated based on the Participant's Earnings that are considered under the Pension Plan of his Employing Company in calculating his Retirement Income, without regard to the limitation of Section 401(a)(17) of the Code, including any portion of his compensation he may have elected to defer under the Deferred Compensation Plan but excluding Incentive Pay he deferred under such Deferred Compensation Plan. 8

(d) To the extent that a Participant's Retirement Income under a Pension Plan is recalculated as a result of an amendment to such Pension Plan in order to increase the amount of his Retirement Income, the Participant's Pension Benefit shall also be recalculated in order to properly reflect such increase in determining payments of the Participant's Pension Benefit made on or after the effective date of such increase. 5.2 Non-Pension Benefit. (a) A Participant shall be entitled to a Non-Pension Benefit which is determined under this Section 5.2. An Account shall be established for the Participant by his Employing Company, as of his initial Plan Year of participation in the Plan, and by each other Employing Company by which the Participant is subsequently employed. Each Plan Year such Account shall be credited with an amount equal to the amount that his Employing Company is prohibited from contributing (1) to the Savings Plan on behalf of the Participant as a result of the limitations imposed by Sections 401(a)(17), 401(k), 401(m), 402(g), 415(c), or 415(e) of the Code and (2) to the ESOP on behalf of the Participant as a result of the limitations imposed by Sections 401(a)(17), 415(c), or 415(e) of the Code. (b) For purposes of this Section 5.2, the Non-Pension Benefit of a Participant shall be calculated based on the Participant's compensation that would have been considered in calculating allocations to his accounts under the

a result of the limitations imposed by Sections 401(a)(17), 415(b), or 415(e) of the Code. (b) If a Participant has Accredited Service with respect to the Pension Plan of his Employing Company and with respect to the Pension Plan of any other Employing Company or one or more Affiliated Employers, his Pension Benefit payable by his Employing Company, his former Employing Company, and/or Affiliated Employer(s) shall be equal to that portion of his combined Retirement Income under each Pension Plan which is not payable under any of such Pension Plans as a result of the limitations described by Sections 401(a)(17), 415(b), or 415(e) of the Code, multiplied by a fraction, the sum of the individual fractions not to exceed one (1), the numerator of which is his years of Accredited Service under the Pension Plan of each Employing Company or Affiliated Employer and the denominator which is his total years of Accredited Service under the Pension Plans of all of his Employing Companies and Affiliated Employers. (c) For purposes of this Section 5.1, the Pension Benefit of a Participant shall be calculated based on the Participant's Earnings that are considered under the Pension Plan of his Employing Company in calculating his Retirement Income, without regard to the limitation of Section 401(a)(17) of the Code, including any portion of his compensation he may have elected to defer under the Deferred Compensation Plan but excluding Incentive Pay he deferred under such Deferred Compensation Plan. 8

(d) To the extent that a Participant's Retirement Income under a Pension Plan is recalculated as a result of an amendment to such Pension Plan in order to increase the amount of his Retirement Income, the Participant's Pension Benefit shall also be recalculated in order to properly reflect such increase in determining payments of the Participant's Pension Benefit made on or after the effective date of such increase. 5.2 Non-Pension Benefit. (a) A Participant shall be entitled to a Non-Pension Benefit which is determined under this Section 5.2. An Account shall be established for the Participant by his Employing Company, as of his initial Plan Year of participation in the Plan, and by each other Employing Company by which the Participant is subsequently employed. Each Plan Year such Account shall be credited with an amount equal to the amount that his Employing Company is prohibited from contributing (1) to the Savings Plan on behalf of the Participant as a result of the limitations imposed by Sections 401(a)(17), 401(k), 401(m), 402(g), 415(c), or 415(e) of the Code and (2) to the ESOP on behalf of the Participant as a result of the limitations imposed by Sections 401(a)(17), 415(c), or 415(e) of the Code. (b) For purposes of this Section 5.2, the Non-Pension Benefit of a Participant shall be calculated based on the Participant's compensation that would have been considered in calculating allocations to his accounts under the Savings Plan and ESOP, without regard to the limitations of Section 401(a)(17) or 9

Section 402(g) of the Code, including any portion of his compensation he may have elected to defer under the Deferred Compensation Plan but excluding Incentive Pay he deferred under the Deferred Compensation Plan. (c) All amounts so credited to the Account of the Participant shall be deemed to be invested in the Common Stock at the same time that such amounts would have been so invested if they had been contributed by his Employing Company to the Savings Plan or the ESOP, as the case may be. In addition, such Account shall be credited with respect to shares of Common Stock allocated to the Participant's Account as follows: (1) In the case of cash dividends, such additional shares as could be purchased with the dividends which would have been payable if the credited shares had been outstanding; (2) In the case of dividends payable in property other than cash or Common Stock, such additional shares as could be purchased with the fair market value of the property which would have been payable if the credited shares had been outstanding; or (3) 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. (d) As soon as practicable following the first day of his eligibility to have benefits credited to his Account, a Participant shall designate in writing on a form to be prescribed by the Company the method of payment of his Account, which shall be

(d) To the extent that a Participant's Retirement Income under a Pension Plan is recalculated as a result of an amendment to such Pension Plan in order to increase the amount of his Retirement Income, the Participant's Pension Benefit shall also be recalculated in order to properly reflect such increase in determining payments of the Participant's Pension Benefit made on or after the effective date of such increase. 5.2 Non-Pension Benefit. (a) A Participant shall be entitled to a Non-Pension Benefit which is determined under this Section 5.2. An Account shall be established for the Participant by his Employing Company, as of his initial Plan Year of participation in the Plan, and by each other Employing Company by which the Participant is subsequently employed. Each Plan Year such Account shall be credited with an amount equal to the amount that his Employing Company is prohibited from contributing (1) to the Savings Plan on behalf of the Participant as a result of the limitations imposed by Sections 401(a)(17), 401(k), 401(m), 402(g), 415(c), or 415(e) of the Code and (2) to the ESOP on behalf of the Participant as a result of the limitations imposed by Sections 401(a)(17), 415(c), or 415(e) of the Code. (b) For purposes of this Section 5.2, the Non-Pension Benefit of a Participant shall be calculated based on the Participant's compensation that would have been considered in calculating allocations to his accounts under the Savings Plan and ESOP, without regard to the limitations of Section 401(a)(17) or 9

Section 402(g) of the Code, including any portion of his compensation he may have elected to defer under the Deferred Compensation Plan but excluding Incentive Pay he deferred under the Deferred Compensation Plan. (c) All amounts so credited to the Account of the Participant shall be deemed to be invested in the Common Stock at the same time that such amounts would have been so invested if they had been contributed by his Employing Company to the Savings Plan or the ESOP, as the case may be. In addition, such Account shall be credited with respect to shares of Common Stock allocated to the Participant's Account as follows: (1) In the case of cash dividends, such additional shares as could be purchased with the dividends which would have been payable if the credited shares had been outstanding; (2) In the case of dividends payable in property other than cash or Common Stock, such additional shares as could be purchased with the fair market value of the property which would have been payable if the credited shares had been outstanding; or (3) 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. (d) As soon as practicable following the first day of his eligibility to have benefits credited to his Account, a Participant shall designate in writing on a form to be prescribed by the Company the method of payment of his Account, which shall be 10

the payment of a single lump sum or a series of annual installments not to exceed twenty (20). The method of distribution initially designated by a Participant shall not be revoked and shall govern the distribution of each Account established for the benefit of the Participant by his Employing Companies. Notwithstanding, in the sole discretion of the Board of Directors upon application by the Participant, the method of distribution designated by such Participant may be modified not prior to 395 days nor later than 365 days prior to a Participant's date of separation from service in order to change the form of distribution of his Account in accordance with the terms of the Plan. Each Participant, his Beneficiary, and legal representative shall be bound as to any action taken pursuant to the method of distribution elected by a Participant and the terms of the Plan. 5.3 Distribution of Benefits. (a) The Pension Benefit, as determined in accordance with Section 5.1, shall be payable in monthly increments on the first day of the month concurrently with and in the same manner as the Participant's Retirement Income under the Pension Plan. The Beneficiary of a Participant's Pension Benefit shall be the same as the beneficiary of the Participant's Retirement Income under the Pension Plan. (b) When a Participant terminates his employment with an Employing Company, said Participant shall be entitled to receive the market value of any shares of Common Stock (and fractions thereof) reflected in any Account

Section 402(g) of the Code, including any portion of his compensation he may have elected to defer under the Deferred Compensation Plan but excluding Incentive Pay he deferred under the Deferred Compensation Plan. (c) All amounts so credited to the Account of the Participant shall be deemed to be invested in the Common Stock at the same time that such amounts would have been so invested if they had been contributed by his Employing Company to the Savings Plan or the ESOP, as the case may be. In addition, such Account shall be credited with respect to shares of Common Stock allocated to the Participant's Account as follows: (1) In the case of cash dividends, such additional shares as could be purchased with the dividends which would have been payable if the credited shares had been outstanding; (2) In the case of dividends payable in property other than cash or Common Stock, such additional shares as could be purchased with the fair market value of the property which would have been payable if the credited shares had been outstanding; or (3) 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. (d) As soon as practicable following the first day of his eligibility to have benefits credited to his Account, a Participant shall designate in writing on a form to be prescribed by the Company the method of payment of his Account, which shall be 10

the payment of a single lump sum or a series of annual installments not to exceed twenty (20). The method of distribution initially designated by a Participant shall not be revoked and shall govern the distribution of each Account established for the benefit of the Participant by his Employing Companies. Notwithstanding, in the sole discretion of the Board of Directors upon application by the Participant, the method of distribution designated by such Participant may be modified not prior to 395 days nor later than 365 days prior to a Participant's date of separation from service in order to change the form of distribution of his Account in accordance with the terms of the Plan. Each Participant, his Beneficiary, and legal representative shall be bound as to any action taken pursuant to the method of distribution elected by a Participant and the terms of the Plan. 5.3 Distribution of Benefits. (a) The Pension Benefit, as determined in accordance with Section 5.1, shall be payable in monthly increments on the first day of the month concurrently with and in the same manner as the Participant's Retirement Income under the Pension Plan. The Beneficiary of a Participant's Pension Benefit shall be the same as the beneficiary of the Participant's Retirement Income under the Pension Plan. (b) When a Participant terminates his employment with an Employing Company, said Participant shall be entitled to receive the market value of any shares of Common Stock (and fractions thereof) reflected in any Account maintained by an Employing 11

Company for his benefit under the Plan in a single lump sum distribution or annual installments not to exceed twenty (20). Such distribution shall be made not later than sixty (60) days following the close of the calendar quarter in which his termination of employment occurs, or as soon as reasonably practicable thereafter. The transfer by a Participant between companies within The Southern Company shall not be deemed to be a termination of employment with an Employing Company. No portion of a Participant's Account shall be distributed in Common Stock. (c) In the event a Participant elects to receive the distribution of his Account in annual installments, the first payment shall be made not later than sixty (60) days following the close of the calendar quarter in which his termination of employment occurs, or as soon as reasonably practicable thereafter, and shall be an amount equal to the balance in the Participant's Account divided by the number of annual installment payments. Each subsequent annual payment shall be an amount equal to the balance in the Participant's Account divided by the number of the remaining annual payments and shall be due on the anniversary of the preceding payment date. No portion of a Participant's Account shall be distributed in Common Stock. (d) Upon the death of a Participant, or a former Participant prior to the payment of all amounts credited to said Participant's Account, the unpaid balance shall be paid in the sole discretion of the Board of Directors (1) in a lump sum to the designated Beneficiary of a Participant or former Participant

the payment of a single lump sum or a series of annual installments not to exceed twenty (20). The method of distribution initially designated by a Participant shall not be revoked and shall govern the distribution of each Account established for the benefit of the Participant by his Employing Companies. Notwithstanding, in the sole discretion of the Board of Directors upon application by the Participant, the method of distribution designated by such Participant may be modified not prior to 395 days nor later than 365 days prior to a Participant's date of separation from service in order to change the form of distribution of his Account in accordance with the terms of the Plan. Each Participant, his Beneficiary, and legal representative shall be bound as to any action taken pursuant to the method of distribution elected by a Participant and the terms of the Plan. 5.3 Distribution of Benefits. (a) The Pension Benefit, as determined in accordance with Section 5.1, shall be payable in monthly increments on the first day of the month concurrently with and in the same manner as the Participant's Retirement Income under the Pension Plan. The Beneficiary of a Participant's Pension Benefit shall be the same as the beneficiary of the Participant's Retirement Income under the Pension Plan. (b) When a Participant terminates his employment with an Employing Company, said Participant shall be entitled to receive the market value of any shares of Common Stock (and fractions thereof) reflected in any Account maintained by an Employing 11

Company for his benefit under the Plan in a single lump sum distribution or annual installments not to exceed twenty (20). Such distribution shall be made not later than sixty (60) days following the close of the calendar quarter in which his termination of employment occurs, or as soon as reasonably practicable thereafter. The transfer by a Participant between companies within The Southern Company shall not be deemed to be a termination of employment with an Employing Company. No portion of a Participant's Account shall be distributed in Common Stock. (c) In the event a Participant elects to receive the distribution of his Account in annual installments, the first payment shall be made not later than sixty (60) days following the close of the calendar quarter in which his termination of employment occurs, or as soon as reasonably practicable thereafter, and shall be an amount equal to the balance in the Participant's Account divided by the number of annual installment payments. Each subsequent annual payment shall be an amount equal to the balance in the Participant's Account divided by the number of the remaining annual payments and shall be due on the anniversary of the preceding payment date. No portion of a Participant's Account shall be distributed in Common Stock. (d) Upon the death of a Participant, or a former Participant prior to the payment of all amounts credited to said Participant's Account, the unpaid balance shall be paid in the sole discretion of the Board of Directors (1) in a lump sum to the designated Beneficiary of a Participant or former Participant 12

within sixty (60) days following the close of the calendar quarter in which the Board of Directors is provided evidence of the Participant's death (or as soon as reasonably practicable thereafter) or (2) in accordance with the distribution method chosen by such Participant or former Participant. The Beneficiary designation may be changed by the Participant or former Participant at any time without the consent of the prior Beneficiary. In the event a Beneficiary designation is not on file or the designated Beneficiary is deceased or cannot be located, payment will be made to the estate of the Participant or former Participant. No portion of a Participant's Account shall be distributed in Common Stock. (e) Upon the total disability of a Participant or former Participant, as determined by the Social Security Administration, the unpaid balance of his Account shall be paid in the sole discretion of the Board of Directors (1) in a lump sum to the Participant or former Participant, or his legal representative within sixty (60) days following the notification of the Board of Directors of the determination of disability by the Social Security Administration (or as soon as reasonably practicable thereafter) or (2) in accordance with the distribution method elected by such Participant or former Participant. No portion of a Participant's Account shall be distributed in Common Stock. (f) The Board of Directors in its sole discretion upon application made by the Participant, a designated Beneficiary, or their legal representative, may determine to accelerate payments or, in the event of death or total disability (as determined by

Company for his benefit under the Plan in a single lump sum distribution or annual installments not to exceed twenty (20). Such distribution shall be made not later than sixty (60) days following the close of the calendar quarter in which his termination of employment occurs, or as soon as reasonably practicable thereafter. The transfer by a Participant between companies within The Southern Company shall not be deemed to be a termination of employment with an Employing Company. No portion of a Participant's Account shall be distributed in Common Stock. (c) In the event a Participant elects to receive the distribution of his Account in annual installments, the first payment shall be made not later than sixty (60) days following the close of the calendar quarter in which his termination of employment occurs, or as soon as reasonably practicable thereafter, and shall be an amount equal to the balance in the Participant's Account divided by the number of annual installment payments. Each subsequent annual payment shall be an amount equal to the balance in the Participant's Account divided by the number of the remaining annual payments and shall be due on the anniversary of the preceding payment date. No portion of a Participant's Account shall be distributed in Common Stock. (d) Upon the death of a Participant, or a former Participant prior to the payment of all amounts credited to said Participant's Account, the unpaid balance shall be paid in the sole discretion of the Board of Directors (1) in a lump sum to the designated Beneficiary of a Participant or former Participant 12

within sixty (60) days following the close of the calendar quarter in which the Board of Directors is provided evidence of the Participant's death (or as soon as reasonably practicable thereafter) or (2) in accordance with the distribution method chosen by such Participant or former Participant. The Beneficiary designation may be changed by the Participant or former Participant at any time without the consent of the prior Beneficiary. In the event a Beneficiary designation is not on file or the designated Beneficiary is deceased or cannot be located, payment will be made to the estate of the Participant or former Participant. No portion of a Participant's Account shall be distributed in Common Stock. (e) Upon the total disability of a Participant or former Participant, as determined by the Social Security Administration, the unpaid balance of his Account shall be paid in the sole discretion of the Board of Directors (1) in a lump sum to the Participant or former Participant, or his legal representative within sixty (60) days following the notification of the Board of Directors of the determination of disability by the Social Security Administration (or as soon as reasonably practicable thereafter) or (2) in accordance with the distribution method elected by such Participant or former Participant. No portion of a Participant's Account shall be distributed in Common Stock. (f) The Board of Directors in its sole discretion upon application made by the Participant, a designated Beneficiary, or their legal representative, may determine to accelerate payments or, in the event of death or total disability (as determined by 13

Social Security Administration), to extend or otherwise make payments in a manner different from the manner in which such payment would be made under the method of distribution elected by the Participant in the absence of such determination. 5.4 Funding of Benefits. Any Employing Company maintaining an Account for the benefit of a Participant 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 Employing Companies. Notwithstanding that a Participant shall be entitled to receive the balance of his Account under the Plan, the assets from which such amount shall be paid at all times remain subject to the claims of the creditors of the Participant's Employing Companies. 5.5 Withholding. There shall be deducted from the payment of any Pension Benefit or Non-Pension Benefit due 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 Participant or Beneficiary entitled to such payment. 14

ARTICLE VI MISCELLANEOUS

within sixty (60) days following the close of the calendar quarter in which the Board of Directors is provided evidence of the Participant's death (or as soon as reasonably practicable thereafter) or (2) in accordance with the distribution method chosen by such Participant or former Participant. The Beneficiary designation may be changed by the Participant or former Participant at any time without the consent of the prior Beneficiary. In the event a Beneficiary designation is not on file or the designated Beneficiary is deceased or cannot be located, payment will be made to the estate of the Participant or former Participant. No portion of a Participant's Account shall be distributed in Common Stock. (e) Upon the total disability of a Participant or former Participant, as determined by the Social Security Administration, the unpaid balance of his Account shall be paid in the sole discretion of the Board of Directors (1) in a lump sum to the Participant or former Participant, or his legal representative within sixty (60) days following the notification of the Board of Directors of the determination of disability by the Social Security Administration (or as soon as reasonably practicable thereafter) or (2) in accordance with the distribution method elected by such Participant or former Participant. No portion of a Participant's Account shall be distributed in Common Stock. (f) The Board of Directors in its sole discretion upon application made by the Participant, a designated Beneficiary, or their legal representative, may determine to accelerate payments or, in the event of death or total disability (as determined by 13

Social Security Administration), to extend or otherwise make payments in a manner different from the manner in which such payment would be made under the method of distribution elected by the Participant in the absence of such determination. 5.4 Funding of Benefits. Any Employing Company maintaining an Account for the benefit of a Participant 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 Employing Companies. Notwithstanding that a Participant shall be entitled to receive the balance of his Account under the Plan, the assets from which such amount shall be paid at all times remain subject to the claims of the creditors of the Participant's Employing Companies. 5.5 Withholding. There shall be deducted from the payment of any Pension Benefit or Non-Pension Benefit due 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 Participant or Beneficiary entitled to such payment. 14

ARTICLE VI MISCELLANEOUS 6 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 Pension Benefit or Non-Pension 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 any Employing Company and a Participant, nor shall it limit the right of an Employing Company to suspend, terminate, alter, or modify, whether or not for cause, the employment relationship between such Employing Company 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. 15

Social Security Administration), to extend or otherwise make payments in a manner different from the manner in which such payment would be made under the method of distribution elected by the Participant in the absence of such determination. 5.4 Funding of Benefits. Any Employing Company maintaining an Account for the benefit of a Participant 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 Employing Companies. Notwithstanding that a Participant shall be entitled to receive the balance of his Account under the Plan, the assets from which such amount shall be paid at all times remain subject to the claims of the creditors of the Participant's Employing Companies. 5.5 Withholding. There shall be deducted from the payment of any Pension Benefit or Non-Pension Benefit due 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 Participant or Beneficiary entitled to such payment. 14

ARTICLE VI MISCELLANEOUS 6 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 Pension Benefit or Non-Pension 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 any Employing Company and a Participant, nor shall it limit the right of an Employing Company to suspend, terminate, alter, or modify, whether or not for cause, the employment relationship between such Employing Company 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. 15

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 the Company, this day of , 1996. SOUTHERN COMPANY SERVICES, INC. By: [CORPORATE SEAL] C. Alan Martin Vice President, Human Resources Attest: By: Tommy Chisholm Secretary 16

Exhibit 10(a)75

ARTICLE VI MISCELLANEOUS 6 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 Pension Benefit or Non-Pension 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 any Employing Company and a Participant, nor shall it limit the right of an Employing Company to suspend, terminate, alter, or modify, whether or not for cause, the employment relationship between such Employing Company 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. 15

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 the Company, this day of , 1996. SOUTHERN COMPANY SERVICES, INC. By: [CORPORATE SEAL] C. Alan Martin Vice President, Human Resources Attest: By: Tommy Chisholm Secretary 16

Exhibit 10(a)75 FIRST AMENDMENT TO THE DEFERRED COMPENSATION PLAN FOR THE DIRECTORS OF THE SOUTHERN COMPANY WHEREAS, the Deferred Compensation Plan for Directors of The Southern Company (the "Plan") was amended and restated effective October 20, 1986, which amendment and restatement included changes to permit eligible Directors of The Southern Company (the "Company") (1) to elect to treat compensation deferred under the Plan as though invested in fixed income or common stock of The Southern Company, (2) to receive distribution of deferred amounts in a lump sum or up to ten (10) annual installments beginning not later than the second anniversary of the termination of their membership on the Board of Directors, and (3) to change the method of payment of their account balance under the Plan from lump sum to installments, or vice versa, shortly before their termination of membership on the Board of Directors; and WHEREAS, the Board of Directors of the Company desires to amend the Plan (1) to change the period of time during which a Director may elect to change the method of payment of his account balance under the Plan, (2) to require that any such change in the method of payment be contingent upon the Director's completion of his term

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 the Company, this day of , 1996. SOUTHERN COMPANY SERVICES, INC. By: [CORPORATE SEAL] C. Alan Martin Vice President, Human Resources Attest: By: Tommy Chisholm Secretary 16

Exhibit 10(a)75 FIRST AMENDMENT TO THE DEFERRED COMPENSATION PLAN FOR THE DIRECTORS OF THE SOUTHERN COMPANY WHEREAS, the Deferred Compensation Plan for Directors of The Southern Company (the "Plan") was amended and restated effective October 20, 1986, which amendment and restatement included changes to permit eligible Directors of The Southern Company (the "Company") (1) to elect to treat compensation deferred under the Plan as though invested in fixed income or common stock of The Southern Company, (2) to receive distribution of deferred amounts in a lump sum or up to ten (10) annual installments beginning not later than the second anniversary of the termination of their membership on the Board of Directors, and (3) to change the method of payment of their account balance under the Plan from lump sum to installments, or vice versa, shortly before their termination of membership on the Board of Directors; and WHEREAS, the Board of Directors of the Company desires to amend the Plan (1) to change the period of time during which a Director may elect to change the method of payment of his account balance under the Plan, (2) to require that any such change in the method of payment be contingent upon the Director's completion of his term of membership on the Board of Directors, except in the event of disability or death, and (3) to authorize the Compensation Committee to accelerate installment distributions in its sole discretion for cause upon request by a Director or his legal representative; and WHEREAS, the Board of Directors of the Company has the authority to amend the Plan from time to time in accordance with Section 9.3 of the Plan; NOW, THEREFORE, effective January 19, 1987, the Board of Directors of The Southern Company hereby amends the Deferred Compensation Plan for Directors of The Southern Company as follows: I. The Plan shall be amended by deleting Section 6.5 of the Plan in its entirety and substituting therefor the following language as Section 6.5 therein: 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 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

Exhibit 10(a)75 FIRST AMENDMENT TO THE DEFERRED COMPENSATION PLAN FOR THE DIRECTORS OF THE SOUTHERN COMPANY WHEREAS, the Deferred Compensation Plan for Directors of The Southern Company (the "Plan") was amended and restated effective October 20, 1986, which amendment and restatement included changes to permit eligible Directors of The Southern Company (the "Company") (1) to elect to treat compensation deferred under the Plan as though invested in fixed income or common stock of The Southern Company, (2) to receive distribution of deferred amounts in a lump sum or up to ten (10) annual installments beginning not later than the second anniversary of the termination of their membership on the Board of Directors, and (3) to change the method of payment of their account balance under the Plan from lump sum to installments, or vice versa, shortly before their termination of membership on the Board of Directors; and WHEREAS, the Board of Directors of the Company desires to amend the Plan (1) to change the period of time during which a Director may elect to change the method of payment of his account balance under the Plan, (2) to require that any such change in the method of payment be contingent upon the Director's completion of his term of membership on the Board of Directors, except in the event of disability or death, and (3) to authorize the Compensation Committee to accelerate installment distributions in its sole discretion for cause upon request by a Director or his legal representative; and WHEREAS, the Board of Directors of the Company has the authority to amend the Plan from time to time in accordance with Section 9.3 of the Plan; NOW, THEREFORE, effective January 19, 1987, the Board of Directors of The Southern Company hereby amends the Deferred Compensation Plan for Directors of The Southern Company as follows: I. The Plan shall be amended by deleting Section 6.5 of the Plan in its entirety and substituting therefor the following language as Section 6.5 therein: 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 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. 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. Section 8.1 of the Plan shall be amended by deleting said Section in its entirety and substituting therefor the following language as Section 8.1 therein: 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

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. Section 8.1 of the Plan shall be amended by deleting said Section in its entirety and substituting therefor the following language as Section 8.1 therein: 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 the Director, or as soon as reasonably possible thereafter, and shall be an amount equal to the balance in the Director's Deferred Compensation Account on such date divided by the number of annual installment payments. Each subsequent annual payment shall be an amount equal to the balance of 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. -2-

III. Except as amended by this First Amendment, the Plan shall remain in full force and effect as amended and restated by the Company effective October 20, 1986. IN WITNESS WHEREOF, this First Amendment has been executed pursuant to resolutions of the Board of Directors of The Southern Company, this ____ day of _____________________, 19__. THE SOUTHERN COMPANY By: Robert H. Radcliff, Jr. Chairman Compensation Committee Attest: By: Tommy Chisholm Secretary The Southern Company [CORPORATE SEAL] -3-

SECOND AMENDMENT

III. Except as amended by this First Amendment, the Plan shall remain in full force and effect as amended and restated by the Company effective October 20, 1986. IN WITNESS WHEREOF, this First Amendment has been executed pursuant to resolutions of the Board of Directors of The Southern Company, this ____ day of _____________________, 19__. THE SOUTHERN COMPANY By: Robert H. Radcliff, Jr. Chairman Compensation Committee Attest: By: Tommy Chisholm Secretary The Southern Company [CORPORATE SEAL] -3-

SECOND AMENDMENT TO THE DEFERRED COMPENSATION PLAN FOR THE DIRECTORS OF THE SOUTHERN COMPANY WHEREAS, the Board of Directors of The Southern Company (the "Company") heretofore adopted the amendment and restatement of the Deferred Compensation Plan for the Directors of The Southern Company (the "Plan") effective as of October 20, 1986; 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 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

SECOND AMENDMENT TO THE DEFERRED COMPENSATION PLAN FOR THE DIRECTORS OF THE SOUTHERN COMPANY WHEREAS, the Board of Directors of The Southern Company (the "Company") heretofore adopted the amendment and restatement of the Deferred Compensation Plan for the Directors of The Southern Company (the "Plan") effective as of October 20, 1986; 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 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 Second Amendment, the Plan shall remain in full force and effect as adopted and amended by the Company prior to the adoption of this Second Amendment.

IN WITNESS WHEREOF, this Second Amendment has been executed pursuant to resolutions of the Board of Directors of The Southern Company this day of , 19 , to be effective as of the date of execution. THE SOUTHERN COMPANY By: Its: Attest: By: Its: (CORPORATE SEAL]

IN WITNESS WHEREOF, this Second Amendment has been executed pursuant to resolutions of the Board of Directors of The Southern Company this day of , 19 , to be effective as of the date of execution. THE SOUTHERN COMPANY By: Its: Attest: By: Its: (CORPORATE SEAL]

Exhibit 10(a)77 THE SOUTHERN COMPANY DEFERRED COMPENSATION PLAN January 1, 1996

THE SOUTHERN COMPANY DEFERRED COMPENSATION PLAN
PAGE

ARTICLE I ARTICLE II ARTICLE III ARTICLE IV ARTICLE V ARTICLE VI ARTICLE VII

Purpose and Adoption of Plan............................... Definitions................................................ Administration of Plan..................................... Eligibility................................................

1 2 6 9

Election for Deferral of Payment........................... 10 Deferred Compensation Accounts............................. 13 Distribution of Deferred Compensation Accounts...................................... 16 Miscellaneous Provisions................................... 19

ARTICLE VIII

i

THE SOUTHERN COMPANY DEFERRED COMPENSATION PLAN ARTICLE I

Exhibit 10(a)77 THE SOUTHERN COMPANY DEFERRED COMPENSATION PLAN January 1, 1996

THE SOUTHERN COMPANY DEFERRED COMPENSATION PLAN
PAGE

ARTICLE I ARTICLE II ARTICLE III ARTICLE IV ARTICLE V ARTICLE VI ARTICLE VII

Purpose and Adoption of Plan............................... Definitions................................................ Administration of Plan..................................... Eligibility................................................

1 2 6 9

Election for Deferral of Payment........................... 10 Deferred Compensation Accounts............................. 13 Distribution of Deferred Compensation Accounts...................................... 16 Miscellaneous Provisions................................... 19

ARTICLE VIII

i

THE SOUTHERN COMPANY DEFERRED COMPENSATION PLAN ARTICLE I Purpose and Adoption of Plan 1.1 Adoption: Southern Company Services, Inc. and the other Employing Companies established the Deferred Compensation Plan for The Southern Electric System effective October 1, 1988. The Plan was amended effective October 1, 1988 and March 1, 1993. This amendment and restatement of the Plan shall be effective January 1, 1996, and except as otherwise provided herein, the terms of the Plan as in effect prior to January 1, 1996 shall continue to be applicable to deferrals made pursuant to the Plan prior to January 1, 1996. 1.2 Purpose: The Plan is designed to permit a select group of management or highly compensated employees to elect to defer a portion of their regular compensation during each payroll period and to defer all or a portion of certain short-term and long-term incentive payments until their death, disability, retirement, or termination of employment with their Employing Company. The Plan shall be an unfunded deferred compensation arrangement whose benefits shall be paid solely from the general assets of the Employing Companies. 1

ARTICLE II

THE SOUTHERN COMPANY DEFERRED COMPENSATION PLAN
PAGE

ARTICLE I ARTICLE II ARTICLE III ARTICLE IV ARTICLE V ARTICLE VI ARTICLE VII

Purpose and Adoption of Plan............................... Definitions................................................ Administration of Plan..................................... Eligibility................................................

1 2 6 9

Election for Deferral of Payment........................... 10 Deferred Compensation Accounts............................. 13 Distribution of Deferred Compensation Accounts...................................... 16 Miscellaneous Provisions................................... 19

ARTICLE VIII

i

THE SOUTHERN COMPANY DEFERRED COMPENSATION PLAN ARTICLE I Purpose and Adoption of Plan 1.1 Adoption: Southern Company Services, Inc. and the other Employing Companies established the Deferred Compensation Plan for The Southern Electric System effective October 1, 1988. The Plan was amended effective October 1, 1988 and March 1, 1993. This amendment and restatement of the Plan shall be effective January 1, 1996, and except as otherwise provided herein, the terms of the Plan as in effect prior to January 1, 1996 shall continue to be applicable to deferrals made pursuant to the Plan prior to January 1, 1996. 1.2 Purpose: The Plan is designed to permit a select group of management or highly compensated employees to elect to defer a portion of their regular compensation during each payroll period and to defer all or a portion of certain short-term and long-term incentive payments until their death, disability, retirement, or termination of employment with their Employing Company. The Plan shall be an unfunded deferred compensation arrangement whose benefits shall be paid solely from the general assets of the Employing Companies. 1

ARTICLE II Definitions For purposes of the Deferred Compensation Plan the following terms shall have the following meanings unless a different meaning is plainly required by the context: 2.1 "Account" shall mean the account or accounts established and maintained by the Company or the Employing Company to reflect the interest of a Participant in the Plan resulting from a Participant's deferred Compensation or Incentive Pay and adjustments thereto to reflect income, gains, losses, and other credits or charges. 2.2 "Administrative Committee" shall mean the committee referred to in Section 3.1. 2.3 "Board of Directors" shall mean the Board of Directors of the Company. 2.4 "Closing Price" shall mean the closing price on any trading day of a share of the Common Stock based on consolidated trading as defined by the Consolidated Tape Association and reported as part of the consolidated

THE SOUTHERN COMPANY DEFERRED COMPENSATION PLAN ARTICLE I Purpose and Adoption of Plan 1.1 Adoption: Southern Company Services, Inc. and the other Employing Companies established the Deferred Compensation Plan for The Southern Electric System effective October 1, 1988. The Plan was amended effective October 1, 1988 and March 1, 1993. This amendment and restatement of the Plan shall be effective January 1, 1996, and except as otherwise provided herein, the terms of the Plan as in effect prior to January 1, 1996 shall continue to be applicable to deferrals made pursuant to the Plan prior to January 1, 1996. 1.2 Purpose: The Plan is designed to permit a select group of management or highly compensated employees to elect to defer a portion of their regular compensation during each payroll period and to defer all or a portion of certain short-term and long-term incentive payments until their death, disability, retirement, or termination of employment with their Employing Company. The Plan shall be an unfunded deferred compensation arrangement whose benefits shall be paid solely from the general assets of the Employing Companies. 1

ARTICLE II Definitions For purposes of the Deferred Compensation Plan the following terms shall have the following meanings unless a different meaning is plainly required by the context: 2.1 "Account" shall mean the account or accounts established and maintained by the Company or the Employing Company to reflect the interest of a Participant in the Plan resulting from a Participant's deferred Compensation or Incentive Pay and adjustments thereto to reflect income, gains, losses, and other credits or charges. 2.2 "Administrative Committee" shall mean the committee referred to in Section 3.1. 2.3 "Board of Directors" shall mean the Board of Directors of the Company. 2.4 "Closing Price" shall mean the closing price on any trading day of a share of the Common Stock based on consolidated trading as defined by the Consolidated Tape Association and reported as part of the consolidated trading prices of New York Stock Exchange listed securities. 2.5 "Common Stock" shall mean the common stock of The Southern Company. 2.6 "Company" shall mean Southern Company Services, Inc. 2

2.7 "Compensation" shall mean the monthly rate of an Employee's base wages or salary paid by any Employing Company to an Employee, including amounts contributed by an Employing Company to the Employee Savings Plan as Elective Employer Contributions, as said term is defined in Section 4.1 therein, pursuant to the Employee's exercise of his deferral option made in accordance with Section 401(k) of the Internal Revenue Code and amounts contributed by an Employing Company to The Southern Company Flexible Benefits Plan on behalf of the Employee pursuant to his salary reduction election under such plan; but disregarding overtime, such amounts which are reimbursements to an Employee paid by any Employing Company including, but not limited to, reimbursement for such items as moving expenses, automobile expenses, tax preparation expenses, travel and entertainment expenses, and health and life insurance premiums. 2.8 "Deferral Election" shall mean the Participant's written election to defer a portion of his Compensation pursuant to Article V. 2.9 "Effective Date" shall mean the first day of the first payroll period the Administrative Committee shall permit a Participant to defer Compensation under the Plan. 2.10 "Employee" shall mean any person who is currently employed by an Employing Company. 2.11 "Employee Savings Plan" shall mean The Southern Company Employee Savings Plan, as amended from time to time.

ARTICLE II Definitions For purposes of the Deferred Compensation Plan the following terms shall have the following meanings unless a different meaning is plainly required by the context: 2.1 "Account" shall mean the account or accounts established and maintained by the Company or the Employing Company to reflect the interest of a Participant in the Plan resulting from a Participant's deferred Compensation or Incentive Pay and adjustments thereto to reflect income, gains, losses, and other credits or charges. 2.2 "Administrative Committee" shall mean the committee referred to in Section 3.1. 2.3 "Board of Directors" shall mean the Board of Directors of the Company. 2.4 "Closing Price" shall mean the closing price on any trading day of a share of the Common Stock based on consolidated trading as defined by the Consolidated Tape Association and reported as part of the consolidated trading prices of New York Stock Exchange listed securities. 2.5 "Common Stock" shall mean the common stock of The Southern Company. 2.6 "Company" shall mean Southern Company Services, Inc. 2

2.7 "Compensation" shall mean the monthly rate of an Employee's base wages or salary paid by any Employing Company to an Employee, including amounts contributed by an Employing Company to the Employee Savings Plan as Elective Employer Contributions, as said term is defined in Section 4.1 therein, pursuant to the Employee's exercise of his deferral option made in accordance with Section 401(k) of the Internal Revenue Code and amounts contributed by an Employing Company to The Southern Company Flexible Benefits Plan on behalf of the Employee pursuant to his salary reduction election under such plan; but disregarding overtime, such amounts which are reimbursements to an Employee paid by any Employing Company including, but not limited to, reimbursement for such items as moving expenses, automobile expenses, tax preparation expenses, travel and entertainment expenses, and health and life insurance premiums. 2.8 "Deferral Election" shall mean the Participant's written election to defer a portion of his Compensation pursuant to Article V. 2.9 "Effective Date" shall mean the first day of the first payroll period the Administrative Committee shall permit a Participant to defer Compensation under the Plan. 2.10 "Employee" shall mean any person who is currently employed by an Employing Company. 2.11 "Employee Savings Plan" shall mean The Southern Company Employee Savings Plan, as amended from time to time. 3

2.12 "Employee Stock Ownership Plan' shall mean The Southern Company Employee Stock Ownership Plan, as amended from time to time. 2.13 "Employing Company" shall mean the Company, or any affiliate or subsidiary (direct or indirect) of The 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. 2.14 "Enrollment Date" shall mean the Effective Date, January 1 of each Plan Year, and such other dates as may be determined from time to time by the Administrative Committee. 2.15 "Incentive Pay" shall mean such long-term or short-term incentive pay that the Administrative Committee shall permit to be deferred under this Plan for any Plan Year. 2.16 "Investment Election" shall mean the Participant's written election to have his deferred Compensation invested pursuant to Section 6.2 or Section 6.3. 2.17 "Participant" shall mean an Employee or former Employee of an Employing Company who is eligible to receive benefits under the Plan. 2.18 "Pension Plan" shall mean the defined benefit pension plan maintained by the Employing Company of the Participant, as amended from time to time. 4

2.7 "Compensation" shall mean the monthly rate of an Employee's base wages or salary paid by any Employing Company to an Employee, including amounts contributed by an Employing Company to the Employee Savings Plan as Elective Employer Contributions, as said term is defined in Section 4.1 therein, pursuant to the Employee's exercise of his deferral option made in accordance with Section 401(k) of the Internal Revenue Code and amounts contributed by an Employing Company to The Southern Company Flexible Benefits Plan on behalf of the Employee pursuant to his salary reduction election under such plan; but disregarding overtime, such amounts which are reimbursements to an Employee paid by any Employing Company including, but not limited to, reimbursement for such items as moving expenses, automobile expenses, tax preparation expenses, travel and entertainment expenses, and health and life insurance premiums. 2.8 "Deferral Election" shall mean the Participant's written election to defer a portion of his Compensation pursuant to Article V. 2.9 "Effective Date" shall mean the first day of the first payroll period the Administrative Committee shall permit a Participant to defer Compensation under the Plan. 2.10 "Employee" shall mean any person who is currently employed by an Employing Company. 2.11 "Employee Savings Plan" shall mean The Southern Company Employee Savings Plan, as amended from time to time. 3

2.12 "Employee Stock Ownership Plan' shall mean The Southern Company Employee Stock Ownership Plan, as amended from time to time. 2.13 "Employing Company" shall mean the Company, or any affiliate or subsidiary (direct or indirect) of The 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. 2.14 "Enrollment Date" shall mean the Effective Date, January 1 of each Plan Year, and such other dates as may be determined from time to time by the Administrative Committee. 2.15 "Incentive Pay" shall mean such long-term or short-term incentive pay that the Administrative Committee shall permit to be deferred under this Plan for any Plan Year. 2.16 "Investment Election" shall mean the Participant's written election to have his deferred Compensation invested pursuant to Section 6.2 or Section 6.3. 2.17 "Participant" shall mean an Employee or former Employee of an Employing Company who is eligible to receive benefits under the Plan. 2.18 "Pension Plan" shall mean the defined benefit pension plan maintained by the Employing Company of the Participant, as amended from time to time. 4

2.19 "Plan" shall mean The Southern Company Deferred Compensation Plan, as amended from time to time. Prior to this amendment and restatement, the Plan was entitled the Deferred Compensation Plan for The Southern Electric System. 2.20 "Plan Year" shall mean the twelve (12) month period commencing January 1st and ending on the last day of December next following, except for the first Plan Year which shall begin on the Effective Date and end on the last day of the calendar year in which the Effective Date occurs. 2.21 "Retirement Income" shall have the same meaning as set forth in the Pension Plan. 2.22 "Supplemental Benefit Plan" shall mean the Supplemental Benefit Plan of the Employing Company and the Supplemental Executive Retirement Plan of Savannah Electric and Power Company, as amended from time to time. Where the context requires, the definitions of all terms set forth in the Pension Plan, Employee Savings Plan, the Employee Stock Ownership Plan, and the Supplemental Benefit 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 words in the masculine gender shall include the feminine and neuter genders and words in the singular shall include the plural and words in the plural shall include the singular. 5

2.12 "Employee Stock Ownership Plan' shall mean The Southern Company Employee Stock Ownership Plan, as amended from time to time. 2.13 "Employing Company" shall mean the Company, or any affiliate or subsidiary (direct or indirect) of The 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. 2.14 "Enrollment Date" shall mean the Effective Date, January 1 of each Plan Year, and such other dates as may be determined from time to time by the Administrative Committee. 2.15 "Incentive Pay" shall mean such long-term or short-term incentive pay that the Administrative Committee shall permit to be deferred under this Plan for any Plan Year. 2.16 "Investment Election" shall mean the Participant's written election to have his deferred Compensation invested pursuant to Section 6.2 or Section 6.3. 2.17 "Participant" shall mean an Employee or former Employee of an Employing Company who is eligible to receive benefits under the Plan. 2.18 "Pension Plan" shall mean the defined benefit pension plan maintained by the Employing Company of the Participant, as amended from time to time. 4

2.19 "Plan" shall mean The Southern Company Deferred Compensation Plan, as amended from time to time. Prior to this amendment and restatement, the Plan was entitled the Deferred Compensation Plan for The Southern Electric System. 2.20 "Plan Year" shall mean the twelve (12) month period commencing January 1st and ending on the last day of December next following, except for the first Plan Year which shall begin on the Effective Date and end on the last day of the calendar year in which the Effective Date occurs. 2.21 "Retirement Income" shall have the same meaning as set forth in the Pension Plan. 2.22 "Supplemental Benefit Plan" shall mean the Supplemental Benefit Plan of the Employing Company and the Supplemental Executive Retirement Plan of Savannah Electric and Power Company, as amended from time to time. Where the context requires, the definitions of all terms set forth in the Pension Plan, Employee Savings Plan, the Employee Stock Ownership Plan, and the Supplemental Benefit 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 words in the masculine gender shall include the feminine and neuter genders and words in the singular shall include the plural and words in the plural shall include the singular. 5

ARTICLE III Administration of Plan 3.1 The general administration of the Plan shall be placed in the Administrative Committee. The Administrative Committee shall consist of the Vice President, Human Resources of The Southern Company, the Director, System Compensation and Benefits of The Southern Company and the Vice President and Controller of Southern Company Services, Inc. Any member may resign or be removed by the Board of Directors and new members may be appointed by such Board of Directors, if necessary. The Administrative Committee shall be chaired by the Vice President, Human Resources of The Southern Company and may select a Secretary (who may, but need not, be a member of the Administrative Committee) to keep its records or to assist it in the discharge of its duties. A majority of the members of the Administrative Committee shall constitute a quorum for the transaction of business at any meeting. Any determination or action of the Administrative Committee may be made or taken by a majority of the members present at any meeting thereof, or without a meeting by resolution or written memorandum concurred in by a majority of the members. 3.2 No member of the Administrative Committee shall receive any compensation from the Plan for his service. 6

3.3 The Administrative Committee shall administer the Plan in accordance with its terms and shall have all powers

2.19 "Plan" shall mean The Southern Company Deferred Compensation Plan, as amended from time to time. Prior to this amendment and restatement, the Plan was entitled the Deferred Compensation Plan for The Southern Electric System. 2.20 "Plan Year" shall mean the twelve (12) month period commencing January 1st and ending on the last day of December next following, except for the first Plan Year which shall begin on the Effective Date and end on the last day of the calendar year in which the Effective Date occurs. 2.21 "Retirement Income" shall have the same meaning as set forth in the Pension Plan. 2.22 "Supplemental Benefit Plan" shall mean the Supplemental Benefit Plan of the Employing Company and the Supplemental Executive Retirement Plan of Savannah Electric and Power Company, as amended from time to time. Where the context requires, the definitions of all terms set forth in the Pension Plan, Employee Savings Plan, the Employee Stock Ownership Plan, and the Supplemental Benefit 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 words in the masculine gender shall include the feminine and neuter genders and words in the singular shall include the plural and words in the plural shall include the singular. 5

ARTICLE III Administration of Plan 3.1 The general administration of the Plan shall be placed in the Administrative Committee. The Administrative Committee shall consist of the Vice President, Human Resources of The Southern Company, the Director, System Compensation and Benefits of The Southern Company and the Vice President and Controller of Southern Company Services, Inc. Any member may resign or be removed by the Board of Directors and new members may be appointed by such Board of Directors, if necessary. The Administrative Committee shall be chaired by the Vice President, Human Resources of The Southern Company and may select a Secretary (who may, but need not, be a member of the Administrative Committee) to keep its records or to assist it in the discharge of its duties. A majority of the members of the Administrative Committee shall constitute a quorum for the transaction of business at any meeting. Any determination or action of the Administrative Committee may be made or taken by a majority of the members present at any meeting thereof, or without a meeting by resolution or written memorandum concurred in by a majority of the members. 3.2 No member of the Administrative Committee shall receive any compensation from the Plan for his service. 6

3.3 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. It shall 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. 3.4 The Administrative Committee shall be reimbursed by the Employing Companies for all reasonable expenses incurred by it in the fulfillment of its duties. Such expenses shall include any expenses incident to its functioning, including, but not limited to, fees of accountants, counsel, actuaries, and other specialists, and other costs of administering the Plan. 3.5 (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 review the work and performance of each such appointee, and shall have the right to remove any such appointee 7

from his position. Any person, group of persons or entity may serve in more than one fiduciary capacity.

ARTICLE III Administration of Plan 3.1 The general administration of the Plan shall be placed in the Administrative Committee. The Administrative Committee shall consist of the Vice President, Human Resources of The Southern Company, the Director, System Compensation and Benefits of The Southern Company and the Vice President and Controller of Southern Company Services, Inc. Any member may resign or be removed by the Board of Directors and new members may be appointed by such Board of Directors, if necessary. The Administrative Committee shall be chaired by the Vice President, Human Resources of The Southern Company and may select a Secretary (who may, but need not, be a member of the Administrative Committee) to keep its records or to assist it in the discharge of its duties. A majority of the members of the Administrative Committee shall constitute a quorum for the transaction of business at any meeting. Any determination or action of the Administrative Committee may be made or taken by a majority of the members present at any meeting thereof, or without a meeting by resolution or written memorandum concurred in by a majority of the members. 3.2 No member of the Administrative Committee shall receive any compensation from the Plan for his service. 6

3.3 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. It shall 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. 3.4 The Administrative Committee shall be reimbursed by the Employing Companies for all reasonable expenses incurred by it in the fulfillment of its duties. Such expenses shall include any expenses incident to its functioning, including, but not limited to, fees of accountants, counsel, actuaries, and other specialists, and other costs of administering the Plan. 3.5 (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 review the work and performance of each such appointee, and shall have the right to remove any such appointee 7

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 the Board of Directors and by persons designated thereby. (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 of 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 Employing Company; 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. The Administrative Committee shall notify the Company upon its request of any action taken by it, and when required, shall notify any other interested person or persons. 8

3.3 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. It shall 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. 3.4 The Administrative Committee shall be reimbursed by the Employing Companies for all reasonable expenses incurred by it in the fulfillment of its duties. Such expenses shall include any expenses incident to its functioning, including, but not limited to, fees of accountants, counsel, actuaries, and other specialists, and other costs of administering the Plan. 3.5 (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 review the work and performance of each such appointee, and shall have the right to remove any such appointee 7

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 the Board of Directors and by persons designated thereby. (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 of 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 Employing Company; 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. The Administrative Committee shall notify the Company upon its request of any action taken by it, and when required, shall notify any other interested person or persons. 8

ARTICLE IV Eligibility 4.1 Any Employee whose compensation equals or exceeds such minimum amount as may be established by the Administrative Committee from time to time, may elect to participate in the Plan beginning on any Enrollment Date by electing to have his Compensation and/or Incentive Pay reduced and such amounts contributed to the Plan in accordance with Article V, and directing the investment of such contributions in accordance with Article VI. The Administrative Committee shall be authorized to establish the minimum compensation required for eligibility to participate in the Plan to be effective as of the first day of the next succeeding Plan Year. 4.2 Notwithstanding the above, the Administrative Committee shall be authorized to modify the minimum compensation amount and rescind the eligibility of any Participant if necessary to insure 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. 4.3 The Administrative Committee shall have the authority to permit, if it deems appropriate, separate Deferral Elections under Article V of the Plan, Investment Elections under Article VI of the Plan and Distribution Elections under Article VII of the Plan for Compensation and Incentive Pay, respectively. 9

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 the Board of Directors and by persons designated thereby. (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 of 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 Employing Company; 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. The Administrative Committee shall notify the Company upon its request of any action taken by it, and when required, shall notify any other interested person or persons. 8

ARTICLE IV Eligibility 4.1 Any Employee whose compensation equals or exceeds such minimum amount as may be established by the Administrative Committee from time to time, may elect to participate in the Plan beginning on any Enrollment Date by electing to have his Compensation and/or Incentive Pay reduced and such amounts contributed to the Plan in accordance with Article V, and directing the investment of such contributions in accordance with Article VI. The Administrative Committee shall be authorized to establish the minimum compensation required for eligibility to participate in the Plan to be effective as of the first day of the next succeeding Plan Year. 4.2 Notwithstanding the above, the Administrative Committee shall be authorized to modify the minimum compensation amount and rescind the eligibility of any Participant if necessary to insure 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. 4.3 The Administrative Committee shall have the authority to permit, if it deems appropriate, separate Deferral Elections under Article V of the Plan, Investment Elections under Article VI of the Plan and Distribution Elections under Article VII of the Plan for Compensation and Incentive Pay, respectively. 9

ARTICLE V Election for Deferral of Payment 5.1 A Participant may elect to defer payment of a portion of his Compensation otherwise payable to him during each payroll period of the next succeeding Plan Year by any whole percentage not to exceed fifty percent (50%) of his Compensation, or such greater or lesser amount as shall be determined by the Administrative Committee from time to time, such amount to be credited to his Account under the Plan. A Participant may also elect to defer payment of up to one hundred percent (100%), by whole percentages, of any Incentive Pay otherwise payable to him. 5.2 An Account shall be established for each Participant by the Company or the Employing Company as of the effective date of such Participant's initial Deferral Election. 5.3 The Deferral Election shall be made in writing on a form prescribed by the Company and said Deferral Election shall state: (a) That the Participant wishes to make an election to defer the receipt of a portion of his Compensation and/or Incentive Pay; (b) The whole percentage of the Compensation and/or Incentive Pay to be deferred; and (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) years.

ARTICLE IV Eligibility 4.1 Any Employee whose compensation equals or exceeds such minimum amount as may be established by the Administrative Committee from time to time, may elect to participate in the Plan beginning on any Enrollment Date by electing to have his Compensation and/or Incentive Pay reduced and such amounts contributed to the Plan in accordance with Article V, and directing the investment of such contributions in accordance with Article VI. The Administrative Committee shall be authorized to establish the minimum compensation required for eligibility to participate in the Plan to be effective as of the first day of the next succeeding Plan Year. 4.2 Notwithstanding the above, the Administrative Committee shall be authorized to modify the minimum compensation amount and rescind the eligibility of any Participant if necessary to insure 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. 4.3 The Administrative Committee shall have the authority to permit, if it deems appropriate, separate Deferral Elections under Article V of the Plan, Investment Elections under Article VI of the Plan and Distribution Elections under Article VII of the Plan for Compensation and Incentive Pay, respectively. 9

ARTICLE V Election for Deferral of Payment 5.1 A Participant may elect to defer payment of a portion of his Compensation otherwise payable to him during each payroll period of the next succeeding Plan Year by any whole percentage not to exceed fifty percent (50%) of his Compensation, or such greater or lesser amount as shall be determined by the Administrative Committee from time to time, such amount to be credited to his Account under the Plan. A Participant may also elect to defer payment of up to one hundred percent (100%), by whole percentages, of any Incentive Pay otherwise payable to him. 5.2 An Account shall be established for each Participant by the Company or the Employing Company as of the effective date of such Participant's initial Deferral Election. 5.3 The Deferral Election shall be made in writing on a form prescribed by the Company and said Deferral Election shall state: (a) That the Participant wishes to make an election to defer the receipt of a portion of his Compensation and/or Incentive Pay; (b) The whole percentage of the Compensation and/or Incentive Pay to be deferred; and (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) years. 10

5.4 The initial Deferral Election of a new Participant shall be made by written notice signed by the Participant and delivered to the Participant's Employing Company by the date established by the Administrative Committee and shall be effective on the next occurring Enrollment Date. Any modification or revocation of the most recent Deferral Election shall be made by written notice signed by the Participant and delivered to the Participant's Employing Company by the date established by the Administrative Committee and shall be effective on the first day of such succeeding Plan Year. A Deferral Election with respect to the deferral of future Compensation or Incentive Pay shall be an annual election for each Plan Year unless otherwise modified or revoked as provided herein. The termination of participation in the Plan shall not affect Compensation or Incentive Pay previously deferred by a Participant under the Plan. 5.5 Notwithstanding the provisions of Section 5.4 of the Plan, the Administrative Committee, in its sole discretion upon written application by a Participant, may authorize the suspension of a Participant's Deferral Election in the event of an unforeseen emergency or hardship of the Participant. A suspension will be on account of hardship if it is necessary in light of immediate and heavy financial needs of the Participant and such needs cannot reasonably be met from other resources of the Participant. For this purpose, amounts held in the Participant's accounts in the Employee Savings Plan and the Employee Stock Ownership Plan shall

ARTICLE V Election for Deferral of Payment 5.1 A Participant may elect to defer payment of a portion of his Compensation otherwise payable to him during each payroll period of the next succeeding Plan Year by any whole percentage not to exceed fifty percent (50%) of his Compensation, or such greater or lesser amount as shall be determined by the Administrative Committee from time to time, such amount to be credited to his Account under the Plan. A Participant may also elect to defer payment of up to one hundred percent (100%), by whole percentages, of any Incentive Pay otherwise payable to him. 5.2 An Account shall be established for each Participant by the Company or the Employing Company as of the effective date of such Participant's initial Deferral Election. 5.3 The Deferral Election shall be made in writing on a form prescribed by the Company and said Deferral Election shall state: (a) That the Participant wishes to make an election to defer the receipt of a portion of his Compensation and/or Incentive Pay; (b) The whole percentage of the Compensation and/or Incentive Pay to be deferred; and (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) years. 10

5.4 The initial Deferral Election of a new Participant shall be made by written notice signed by the Participant and delivered to the Participant's Employing Company by the date established by the Administrative Committee and shall be effective on the next occurring Enrollment Date. Any modification or revocation of the most recent Deferral Election shall be made by written notice signed by the Participant and delivered to the Participant's Employing Company by the date established by the Administrative Committee and shall be effective on the first day of such succeeding Plan Year. A Deferral Election with respect to the deferral of future Compensation or Incentive Pay shall be an annual election for each Plan Year unless otherwise modified or revoked as provided herein. The termination of participation in the Plan shall not affect Compensation or Incentive Pay previously deferred by a Participant under the Plan. 5.5 Notwithstanding the provisions of Section 5.4 of the Plan, the Administrative Committee, in its sole discretion upon written application by a Participant, may authorize the suspension of a Participant's Deferral Election in the event of an unforeseen emergency or hardship of the Participant. A suspension will be on account of hardship if it is necessary in light of immediate and heavy financial needs of the Participant and such needs cannot reasonably be met from other resources of the Participant. For this purpose, amounts held in the Participant's accounts in the Employee Savings Plan and the Employee Stock Ownership Plan shall 11

not be deemed to be reasonably available. Any suspension authorized by the Administrative Committee shall become effective as of the first payroll period beginning thirty (30) days after receipt by the Participant's Employing Company of the suspension application, or as soon as practicable after the receipt of such application. Such suspension shall be effective for the remainder of the Plan Year and shall be deemed an annual election for each succeeding Plan Year unless modified under Section 5.4 of the Plan. 5.6 The initial Deferral Election specifying the method of distribution, whether it be lump sum or annual installments not to exceed ten (10), may not be revoked and shall govern the distribution of a Participant's Account. Notwithstanding the foregoing, and except as provided below, in the sole discretion of the Administrative Committee upon application by a Participant, a Participant's Deferral Election may be amended not prior to the 395th day nor later than the 365th day prior to a distribution of his Account in accordance with the terms of the Plan; provided, however, that any Participant 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 Participant is required to file any such reports with respect to the portion of his deferred Compensation invested in accordance with the provisions of Section 6.3 of the Plan. Each Participant making a Deferral Election in accordance with this Article V and his successors shall be bound as

5.4 The initial Deferral Election of a new Participant shall be made by written notice signed by the Participant and delivered to the Participant's Employing Company by the date established by the Administrative Committee and shall be effective on the next occurring Enrollment Date. Any modification or revocation of the most recent Deferral Election shall be made by written notice signed by the Participant and delivered to the Participant's Employing Company by the date established by the Administrative Committee and shall be effective on the first day of such succeeding Plan Year. A Deferral Election with respect to the deferral of future Compensation or Incentive Pay shall be an annual election for each Plan Year unless otherwise modified or revoked as provided herein. The termination of participation in the Plan shall not affect Compensation or Incentive Pay previously deferred by a Participant under the Plan. 5.5 Notwithstanding the provisions of Section 5.4 of the Plan, the Administrative Committee, in its sole discretion upon written application by a Participant, may authorize the suspension of a Participant's Deferral Election in the event of an unforeseen emergency or hardship of the Participant. A suspension will be on account of hardship if it is necessary in light of immediate and heavy financial needs of the Participant and such needs cannot reasonably be met from other resources of the Participant. For this purpose, amounts held in the Participant's accounts in the Employee Savings Plan and the Employee Stock Ownership Plan shall 11

not be deemed to be reasonably available. Any suspension authorized by the Administrative Committee shall become effective as of the first payroll period beginning thirty (30) days after receipt by the Participant's Employing Company of the suspension application, or as soon as practicable after the receipt of such application. Such suspension shall be effective for the remainder of the Plan Year and shall be deemed an annual election for each succeeding Plan Year unless modified under Section 5.4 of the Plan. 5.6 The initial Deferral Election specifying the method of distribution, whether it be lump sum or annual installments not to exceed ten (10), may not be revoked and shall govern the distribution of a Participant's Account. Notwithstanding the foregoing, and except as provided below, in the sole discretion of the Administrative Committee upon application by a Participant, a Participant's Deferral Election may be amended not prior to the 395th day nor later than the 365th day prior to a distribution of his Account in accordance with the terms of the Plan; provided, however, that any Participant 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 Participant is required to file any such reports with respect to the portion of his deferred Compensation invested in accordance with the provisions of Section 6.3 of the Plan. Each Participant making a Deferral Election in accordance with this Article V and his successors shall be bound as 12

to any action taken pursuant to the terms of the Participant's Deferral Election and the Plan. ARTICLE VI Deferred Compensation Accounts 6.1 The Compensation deferred in accordance with Article V, and, pursuant to each Participant's Investment Election, the amounts computed in accordance with Section 6.2 and/or the number of shares computed in accordance with Section 6.3 shall be credited to the Participant's Account. 6.2 The Account of each Participant who has elected to defer Compensation and/or Incentive Pay pursuant to the Plan for a Plan Year in accordance with this Section 6.2 shall be credited as of the last day of each calendar quarter with an amount computed by the Company by treating the Account balance as of the first day of such calendar quarter as a sum certain to which the Employing Company will add in lieu of interest an amount equal to the prime rate of interest set by Wachovia Bank of Georgia, N.A. or its successor. Interest will be compounded quarterly at the end of each succeeding calendar quarter on any balance until such amount is fully distributed. The prime rate in effect at the close of business on the first business day of each calendar quarter shall be deemed the prime rate in effect for such calendar quarter. 13

not be deemed to be reasonably available. Any suspension authorized by the Administrative Committee shall become effective as of the first payroll period beginning thirty (30) days after receipt by the Participant's Employing Company of the suspension application, or as soon as practicable after the receipt of such application. Such suspension shall be effective for the remainder of the Plan Year and shall be deemed an annual election for each succeeding Plan Year unless modified under Section 5.4 of the Plan. 5.6 The initial Deferral Election specifying the method of distribution, whether it be lump sum or annual installments not to exceed ten (10), may not be revoked and shall govern the distribution of a Participant's Account. Notwithstanding the foregoing, and except as provided below, in the sole discretion of the Administrative Committee upon application by a Participant, a Participant's Deferral Election may be amended not prior to the 395th day nor later than the 365th day prior to a distribution of his Account in accordance with the terms of the Plan; provided, however, that any Participant 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 Participant is required to file any such reports with respect to the portion of his deferred Compensation invested in accordance with the provisions of Section 6.3 of the Plan. Each Participant making a Deferral Election in accordance with this Article V and his successors shall be bound as 12

to any action taken pursuant to the terms of the Participant's Deferral Election and the Plan. ARTICLE VI Deferred Compensation Accounts 6.1 The Compensation deferred in accordance with Article V, and, pursuant to each Participant's Investment Election, the amounts computed in accordance with Section 6.2 and/or the number of shares computed in accordance with Section 6.3 shall be credited to the Participant's Account. 6.2 The Account of each Participant who has elected to defer Compensation and/or Incentive Pay pursuant to the Plan for a Plan Year in accordance with this Section 6.2 shall be credited as of the last day of each calendar quarter with an amount computed by the Company by treating the Account balance as of the first day of such calendar quarter as a sum certain to which the Employing Company will add in lieu of interest an amount equal to the prime rate of interest set by Wachovia Bank of Georgia, N.A. or its successor. Interest will be compounded quarterly at the end of each succeeding calendar quarter on any balance until such amount is fully distributed. The prime rate in effect at the close of business on the first business day of each calendar quarter shall be deemed the prime rate in effect for such calendar quarter. 13

6.3 The Account of each Participant who has elected to defer Compensation and/or Incentive Pay pursuant to the Plan for a Plan Year in accordance with this Section 6.3 shall be credited as of the last day of the calendar quarter with the number of shares (including fractional shares) of Common Stock which could have been purchased on the last day of such calendar quarter, based upon the Common Stock's Closing Price on the last trading day of such calendar quarter. As of the last day of each calendar quarter in which occurs the payment of dividends on the Common Stock there shall be credited with respect to shares of Common Stock in the Participant's Account as of the first day of such calendar quarter 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 Closing Price on the last trading day during the calendar quarter in which the payment date occurs 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 Closing Price on the last trading day during the calendar quarter in which the payment date occurs with the fair market value of the property which would have been payable if the credited shares had been outstanding; or 14

to any action taken pursuant to the terms of the Participant's Deferral Election and the Plan. ARTICLE VI Deferred Compensation Accounts 6.1 The Compensation deferred in accordance with Article V, and, pursuant to each Participant's Investment Election, the amounts computed in accordance with Section 6.2 and/or the number of shares computed in accordance with Section 6.3 shall be credited to the Participant's Account. 6.2 The Account of each Participant who has elected to defer Compensation and/or Incentive Pay pursuant to the Plan for a Plan Year in accordance with this Section 6.2 shall be credited as of the last day of each calendar quarter with an amount computed by the Company by treating the Account balance as of the first day of such calendar quarter as a sum certain to which the Employing Company will add in lieu of interest an amount equal to the prime rate of interest set by Wachovia Bank of Georgia, N.A. or its successor. Interest will be compounded quarterly at the end of each succeeding calendar quarter on any balance until such amount is fully distributed. The prime rate in effect at the close of business on the first business day of each calendar quarter shall be deemed the prime rate in effect for such calendar quarter. 13

6.3 The Account of each Participant who has elected to defer Compensation and/or Incentive Pay pursuant to the Plan for a Plan Year in accordance with this Section 6.3 shall be credited as of the last day of the calendar quarter with the number of shares (including fractional shares) of Common Stock which could have been purchased on the last day of such calendar quarter, based upon the Common Stock's Closing Price on the last trading day of such calendar quarter. As of the last day of each calendar quarter in which occurs the payment of dividends on the Common Stock there shall be credited with respect to shares of Common Stock in the Participant's Account as of the first day of such calendar quarter 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 Closing Price on the last trading day during the calendar quarter in which the payment date occurs 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 Closing Price on the last trading day during the calendar quarter in which the payment date occurs with the fair market value of the property which would have been payable if the credited shares had been outstanding; or 14

(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. 6.4 The Investment Election by a Participant with respect to his Account shall be made in writing on a form prescribed by the Company. Any Investment Election shall be delivered to the Participant's Employing Company prior to the first (1st) day of the month immediately prior to his Enrollment Date or the next succeeding Plan Year, as appropriate, and shall be effective on such Enrollment Date or the first day of such succeeding Plan Year. The Investment Election made in accordance with this Article VI shall be irrevocable and shall continue from Plan Year to Plan Year unless the Participant changes the Investment Election regarding future deferred Compensation or Incentive Pay by submitting a written request to his Employing Company on a form prescribed by the Company. Any such change shall become effective as of the first day of the Plan Year next following the Plan Year in which such request is submitted to an Employing Company. No transfer of amounts between investment options shall be permitted under the Plan. 6.5 At the end of each Plan Year, a report shall be issued to each Participant who has an Account and said report will set forth the amount and the market value of any shares of Common Stock reflected in such Account. 15

ARTICLE VII

6.3 The Account of each Participant who has elected to defer Compensation and/or Incentive Pay pursuant to the Plan for a Plan Year in accordance with this Section 6.3 shall be credited as of the last day of the calendar quarter with the number of shares (including fractional shares) of Common Stock which could have been purchased on the last day of such calendar quarter, based upon the Common Stock's Closing Price on the last trading day of such calendar quarter. As of the last day of each calendar quarter in which occurs the payment of dividends on the Common Stock there shall be credited with respect to shares of Common Stock in the Participant's Account as of the first day of such calendar quarter 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 Closing Price on the last trading day during the calendar quarter in which the payment date occurs 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 Closing Price on the last trading day during the calendar quarter in which the payment date occurs with the fair market value of the property which would have been payable if the credited shares had been outstanding; or 14

(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. 6.4 The Investment Election by a Participant with respect to his Account shall be made in writing on a form prescribed by the Company. Any Investment Election shall be delivered to the Participant's Employing Company prior to the first (1st) day of the month immediately prior to his Enrollment Date or the next succeeding Plan Year, as appropriate, and shall be effective on such Enrollment Date or the first day of such succeeding Plan Year. The Investment Election made in accordance with this Article VI shall be irrevocable and shall continue from Plan Year to Plan Year unless the Participant changes the Investment Election regarding future deferred Compensation or Incentive Pay by submitting a written request to his Employing Company on a form prescribed by the Company. Any such change shall become effective as of the first day of the Plan Year next following the Plan Year in which such request is submitted to an Employing Company. No transfer of amounts between investment options shall be permitted under the Plan. 6.5 At the end of each Plan Year, a report shall be issued to each Participant who has an Account and said report will set forth the amount and the market value of any shares of Common Stock reflected in such Account. 15

ARTICLE VII Distribution of Deferred Compensation Accounts 7.1 When a Participant retires or terminates his employment with an Employing Company, said Participant shall be entitled to receive the value of any deferrals and any interest thereon credited to his Account under Section 6.2 of the Plan, and the market value of any shares of Common Stock (and fractions thereof) reflected in his Account maintained by the Company that has established an Account for his benefit in accordance with Section 6.3 of the Plan, and any replacement benefits provided under Sections 6.2, 6.3 and 6.4 of the Plan prior to January 1, 1996. Such distribution shall be made not later than sixty (60) days following the close of the calendar quarter in which his termination of employment occurs, or as soon as reasonably practicable thereafter. The transfer by a Participant between companies in The Southern Company shall not be deemed to be a termination of employment with an Employing Company. 7.2 With regard to any distribution made under this Article, the market value of any shares of Common Stock credited to a Participant's Account shall be based on the Closing Price of such Common Stock on the last trading day of the calendar quarter immediately preceding a distribution and the value of any deferral and any interest thereon shall be based on the value of such deferral plus interest thereon credited as of the last day of the 16

calendar quarter immediately preceding a distribution. No portion of a Participant's Account shall be distributed

(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. 6.4 The Investment Election by a Participant with respect to his Account shall be made in writing on a form prescribed by the Company. Any Investment Election shall be delivered to the Participant's Employing Company prior to the first (1st) day of the month immediately prior to his Enrollment Date or the next succeeding Plan Year, as appropriate, and shall be effective on such Enrollment Date or the first day of such succeeding Plan Year. The Investment Election made in accordance with this Article VI shall be irrevocable and shall continue from Plan Year to Plan Year unless the Participant changes the Investment Election regarding future deferred Compensation or Incentive Pay by submitting a written request to his Employing Company on a form prescribed by the Company. Any such change shall become effective as of the first day of the Plan Year next following the Plan Year in which such request is submitted to an Employing Company. No transfer of amounts between investment options shall be permitted under the Plan. 6.5 At the end of each Plan Year, a report shall be issued to each Participant who has an Account and said report will set forth the amount and the market value of any shares of Common Stock reflected in such Account. 15

ARTICLE VII Distribution of Deferred Compensation Accounts 7.1 When a Participant retires or terminates his employment with an Employing Company, said Participant shall be entitled to receive the value of any deferrals and any interest thereon credited to his Account under Section 6.2 of the Plan, and the market value of any shares of Common Stock (and fractions thereof) reflected in his Account maintained by the Company that has established an Account for his benefit in accordance with Section 6.3 of the Plan, and any replacement benefits provided under Sections 6.2, 6.3 and 6.4 of the Plan prior to January 1, 1996. Such distribution shall be made not later than sixty (60) days following the close of the calendar quarter in which his termination of employment occurs, or as soon as reasonably practicable thereafter. The transfer by a Participant between companies in The Southern Company shall not be deemed to be a termination of employment with an Employing Company. 7.2 With regard to any distribution made under this Article, the market value of any shares of Common Stock credited to a Participant's Account shall be based on the Closing Price of such Common Stock on the last trading day of the calendar quarter immediately preceding a distribution and the value of any deferral and any interest thereon shall be based on the value of such deferral plus interest thereon credited as of the last day of the 16

calendar quarter immediately preceding a distribution. No portion of a Participant's Account shall be distributed in Common Stock. 7.3 In the event a Participant elected to receive the distribution of his Account in annual installments, the first payment shall be made not later than sixty (60) days following the close of the calendar quarter in which his termination of employment occurs, or as soon as reasonably practicable thereafter, and shall be an amount equal to the balance in the Participant's Account divided by the number of annual installment payments. Each subsequent annual payment shall be an amount equal to the balance in the Participant's Account as of the close of the calendar quarter preceding the payment date, divided by the number of the remaining annual payments and shall be due on the anniversary of the preceding payment date. 7.4 Upon the death of a Participant, or a former Participant prior to the payment of all amounts and the market value of any shares of Common Stock (and fractions thereof) credited to said Participant's Account, the unpaid balance shall be paid in the sole discretion of the Administrative Committee (a) in a lump sum to the designated beneficiary of a Participant or former Participant within sixty (60) days following the close of the calendar quarter in which the Administrative Committee is provided evidence of the Participant's death (or as soon as reasonably practicable thereafter) or (b) in accordance with the Deferral Election made by such Participant or former Participant. In the event a beneficiary designation is not on file or the designated beneficiary is 17

ARTICLE VII Distribution of Deferred Compensation Accounts 7.1 When a Participant retires or terminates his employment with an Employing Company, said Participant shall be entitled to receive the value of any deferrals and any interest thereon credited to his Account under Section 6.2 of the Plan, and the market value of any shares of Common Stock (and fractions thereof) reflected in his Account maintained by the Company that has established an Account for his benefit in accordance with Section 6.3 of the Plan, and any replacement benefits provided under Sections 6.2, 6.3 and 6.4 of the Plan prior to January 1, 1996. Such distribution shall be made not later than sixty (60) days following the close of the calendar quarter in which his termination of employment occurs, or as soon as reasonably practicable thereafter. The transfer by a Participant between companies in The Southern Company shall not be deemed to be a termination of employment with an Employing Company. 7.2 With regard to any distribution made under this Article, the market value of any shares of Common Stock credited to a Participant's Account shall be based on the Closing Price of such Common Stock on the last trading day of the calendar quarter immediately preceding a distribution and the value of any deferral and any interest thereon shall be based on the value of such deferral plus interest thereon credited as of the last day of the 16

calendar quarter immediately preceding a distribution. No portion of a Participant's Account shall be distributed in Common Stock. 7.3 In the event a Participant elected to receive the distribution of his Account in annual installments, the first payment shall be made not later than sixty (60) days following the close of the calendar quarter in which his termination of employment occurs, or as soon as reasonably practicable thereafter, and shall be an amount equal to the balance in the Participant's Account divided by the number of annual installment payments. Each subsequent annual payment shall be an amount equal to the balance in the Participant's Account as of the close of the calendar quarter preceding the payment date, divided by the number of the remaining annual payments and shall be due on the anniversary of the preceding payment date. 7.4 Upon the death of a Participant, or a former Participant prior to the payment of all amounts and the market value of any shares of Common Stock (and fractions thereof) credited to said Participant's Account, the unpaid balance shall be paid in the sole discretion of the Administrative Committee (a) in a lump sum to the designated beneficiary of a Participant or former Participant within sixty (60) days following the close of the calendar quarter in which the Administrative Committee is provided evidence of the Participant's death (or as soon as reasonably practicable thereafter) or (b) in accordance with the Deferral Election made by such Participant or former Participant. In the event a beneficiary designation is not on file or the designated beneficiary is 17

deceased or cannot be located, payment will be made to the estate of the Participant or former Participant. 7.5 The beneficiary designation may be changed by the Participant or former Participant at any time without the consent of the prior beneficiary. 7.6 Upon the total disability of a Participant or former Participant, as determined by the Social Security Administration, the unpaid balance of his Account shall be paid in the sole discretion of the Administrative Committee (a) in a lump sum to the Participant, or former Participant, or his legal representative within sixty (60) days following the close of the calendar quarter in which the Administrative Committee receives notification of the determination of disability by the Social Security Administration (or as soon as reasonable practicable thereafter) or (b) in accordance with the Deferral Election made by such Participant or former Participant. 7.7 The Administrative Committee in its sole discretion upon application made by the Participant, a designated beneficiary, or their legal representative, may determine to accelerate payments or, in the event of death or total disability (as determined by Social Security Administration), to extend or otherwise make payments in a manner different from the manner in which such payment would be made under the Participant's Deferral Election in the absence of such determination. 18

calendar quarter immediately preceding a distribution. No portion of a Participant's Account shall be distributed in Common Stock. 7.3 In the event a Participant elected to receive the distribution of his Account in annual installments, the first payment shall be made not later than sixty (60) days following the close of the calendar quarter in which his termination of employment occurs, or as soon as reasonably practicable thereafter, and shall be an amount equal to the balance in the Participant's Account divided by the number of annual installment payments. Each subsequent annual payment shall be an amount equal to the balance in the Participant's Account as of the close of the calendar quarter preceding the payment date, divided by the number of the remaining annual payments and shall be due on the anniversary of the preceding payment date. 7.4 Upon the death of a Participant, or a former Participant prior to the payment of all amounts and the market value of any shares of Common Stock (and fractions thereof) credited to said Participant's Account, the unpaid balance shall be paid in the sole discretion of the Administrative Committee (a) in a lump sum to the designated beneficiary of a Participant or former Participant within sixty (60) days following the close of the calendar quarter in which the Administrative Committee is provided evidence of the Participant's death (or as soon as reasonably practicable thereafter) or (b) in accordance with the Deferral Election made by such Participant or former Participant. In the event a beneficiary designation is not on file or the designated beneficiary is 17

deceased or cannot be located, payment will be made to the estate of the Participant or former Participant. 7.5 The beneficiary designation may be changed by the Participant or former Participant at any time without the consent of the prior beneficiary. 7.6 Upon the total disability of a Participant or former Participant, as determined by the Social Security Administration, the unpaid balance of his Account shall be paid in the sole discretion of the Administrative Committee (a) in a lump sum to the Participant, or former Participant, or his legal representative within sixty (60) days following the close of the calendar quarter in which the Administrative Committee receives notification of the determination of disability by the Social Security Administration (or as soon as reasonable practicable thereafter) or (b) in accordance with the Deferral Election made by such Participant or former Participant. 7.7 The Administrative Committee in its sole discretion upon application made by the Participant, a designated beneficiary, or their legal representative, may determine to accelerate payments or, in the event of death or total disability (as determined by Social Security Administration), to extend or otherwise make payments in a manner different from the manner in which such payment would be made under the Participant's Deferral Election in the absence of such determination. 18

ARTICLE VIII Miscellaneous Provisions 8.1 Neither the Participant, his beneficiary, nor his legal 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. 8.2 An Employing Company maintaining an Account for the benefit of a Participant shall not reserve or specifically 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 Employing Companies. Notwithstanding that a Participant shall be entitled to receive the balance of his Account under the Plan, the assets from which such amount shall at all times be subject to the claims of the creditors of the Participants' Employing Companies. 8.3 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 Compensation which has been deferred under the Plan prior to such amendment, modification, or termination. The Plan may also be amended or modified by the 19

deceased or cannot be located, payment will be made to the estate of the Participant or former Participant. 7.5 The beneficiary designation may be changed by the Participant or former Participant at any time without the consent of the prior beneficiary. 7.6 Upon the total disability of a Participant or former Participant, as determined by the Social Security Administration, the unpaid balance of his Account shall be paid in the sole discretion of the Administrative Committee (a) in a lump sum to the Participant, or former Participant, or his legal representative within sixty (60) days following the close of the calendar quarter in which the Administrative Committee receives notification of the determination of disability by the Social Security Administration (or as soon as reasonable practicable thereafter) or (b) in accordance with the Deferral Election made by such Participant or former Participant. 7.7 The Administrative Committee in its sole discretion upon application made by the Participant, a designated beneficiary, or their legal representative, may determine to accelerate payments or, in the event of death or total disability (as determined by Social Security Administration), to extend or otherwise make payments in a manner different from the manner in which such payment would be made under the Participant's Deferral Election in the absence of such determination. 18

ARTICLE VIII Miscellaneous Provisions 8.1 Neither the Participant, his beneficiary, nor his legal 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. 8.2 An Employing Company maintaining an Account for the benefit of a Participant shall not reserve or specifically 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 Employing Companies. Notwithstanding that a Participant shall be entitled to receive the balance of his Account under the Plan, the assets from which such amount shall at all times be subject to the claims of the creditors of the Participants' Employing Companies. 8.3 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 Compensation which has been deferred under the Plan prior to such amendment, modification, or termination. The Plan may also be amended or modified by the 19

Administrative Committee if such amendment or modification does not involve a substantial increase in cost to any Employing Company. 8.4 It is expressly understood and agreed that the payments 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 any Employing Company. 8.5 There shall be deducted from each payment 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. 8.6 Any Compensation deferred by a Participant while employed by an Employing Company shall not be considered "compensation," as the term is defined in the Employee Savings Plan, the Employee Stock Ownership Plan, or the Pension Plan. Distributions from a Participant's Account shall not be considered wages, salaries or compensation under any other employee benefit plan. 8.7 No provision of this Plan shall be construed to affect in any manner the existing rights of an Employing Company to suspend, terminate, alter, modify, whether or not for cause, the employment relationship of the Participant and his Employing Company. 8.8 This Plan, and all its rights under it, shall be governed by and construed in accordance with the laws of the State of Georgia. 20

ARTICLE VIII Miscellaneous Provisions 8.1 Neither the Participant, his beneficiary, nor his legal 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. 8.2 An Employing Company maintaining an Account for the benefit of a Participant shall not reserve or specifically 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 Employing Companies. Notwithstanding that a Participant shall be entitled to receive the balance of his Account under the Plan, the assets from which such amount shall at all times be subject to the claims of the creditors of the Participants' Employing Companies. 8.3 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 Compensation which has been deferred under the Plan prior to such amendment, modification, or termination. The Plan may also be amended or modified by the 19

Administrative Committee if such amendment or modification does not involve a substantial increase in cost to any Employing Company. 8.4 It is expressly understood and agreed that the payments 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 any Employing Company. 8.5 There shall be deducted from each payment 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. 8.6 Any Compensation deferred by a Participant while employed by an Employing Company shall not be considered "compensation," as the term is defined in the Employee Savings Plan, the Employee Stock Ownership Plan, or the Pension Plan. Distributions from a Participant's Account shall not be considered wages, salaries or compensation under any other employee benefit plan. 8.7 No provision of this Plan shall be construed to affect in any manner the existing rights of an Employing Company to suspend, terminate, alter, modify, whether or not for cause, the employment relationship of the Participant and his Employing Company. 8.8 This Plan, and all its rights under it, shall be governed by and construed in accordance with the laws of the State of Georgia. 20

IN WITNESS WHEREOF, the Plan has been executed pursuant to resolutions of the Board of Directors of Southern Company Services, Inc., this ____ day of _____________, 19__ to be effective as provided herein. THE SOUTHERN COMPANY By: [CORPORATE SEAL] C. Alan Martin Vice President, Human Resources Attest: By: Tommy Chisholm Secretary 21

Administrative Committee if such amendment or modification does not involve a substantial increase in cost to any Employing Company. 8.4 It is expressly understood and agreed that the payments 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 any Employing Company. 8.5 There shall be deducted from each payment 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. 8.6 Any Compensation deferred by a Participant while employed by an Employing Company shall not be considered "compensation," as the term is defined in the Employee Savings Plan, the Employee Stock Ownership Plan, or the Pension Plan. Distributions from a Participant's Account shall not be considered wages, salaries or compensation under any other employee benefit plan. 8.7 No provision of this Plan shall be construed to affect in any manner the existing rights of an Employing Company to suspend, terminate, alter, modify, whether or not for cause, the employment relationship of the Participant and his Employing Company. 8.8 This Plan, and all its rights under it, shall be governed by and construed in accordance with the laws of the State of Georgia. 20

IN WITNESS WHEREOF, the Plan has been executed pursuant to resolutions of the Board of Directors of Southern Company Services, Inc., this ____ day of _____________, 19__ to be effective as provided herein. THE SOUTHERN COMPANY By: [CORPORATE SEAL] C. Alan Martin Vice President, Human Resources Attest: By: Tommy Chisholm Secretary 21

Exhibit 10(a)79 FIRST AMENDMENT TO THE OUTSIDE DIRECTORS STOCK PLAN FOR SUBSIDIARIES OF THE SOUTHERN COMPANY WHEREAS, the Board of Directors of The Southern Company (the "Company") heretofore adopted the Outside Directors Stock Plan for Subsidiaries of The Southern Company (the "Plan"), effective as of January 1, 1995; and WHEREAS, the Board of Directors of the Company desires to amend the Plan to clarify the market value of stock purchased on the open market pursuant to the Plan; and WHEREAS, pursuant to Section 6.2 of the Plan, the Board of Directors of the Company has the authority to amend the Plan at any time, subject to shareholder approval when required, which approval is not now required; NOW THEREFORE, effective as of January 1, 1995, the Board of Directors of the Company hereby amends the Plan as follows:

IN WITNESS WHEREOF, the Plan has been executed pursuant to resolutions of the Board of Directors of Southern Company Services, Inc., this ____ day of _____________, 19__ to be effective as provided herein. THE SOUTHERN COMPANY By: [CORPORATE SEAL] C. Alan Martin Vice President, Human Resources Attest: By: Tommy Chisholm Secretary 21

Exhibit 10(a)79 FIRST AMENDMENT TO THE OUTSIDE DIRECTORS STOCK PLAN FOR SUBSIDIARIES OF THE SOUTHERN COMPANY WHEREAS, the Board of Directors of The Southern Company (the "Company") heretofore adopted the Outside Directors Stock Plan for Subsidiaries of The Southern Company (the "Plan"), effective as of January 1, 1995; and WHEREAS, the Board of Directors of the Company desires to amend the Plan to clarify the market value of stock purchased on the open market pursuant to the Plan; and WHEREAS, pursuant to Section 6.2 of the Plan, the Board of Directors of the Company has the authority to amend the Plan at any time, subject to shareholder approval when required, which approval is not now required; NOW THEREFORE, effective as of January 1, 1995, the Board of Directors of the Company hereby amends the Plan as follows: 1. Section 2.8 of the Plan shall be amended by deleting said Section in its entirety and substituting therefore the following language: 2.8 "Market Value" shall mean the following: (a) With respect to Stock that is issued by the Company, the average of the high and low prices of the Stock, as published in the Wall Street Journal in its report of New York Stock Exchange composite transactions, on the date one day prior to the date of distribution as set forth in Section 4.3(a) of the Plan (or the average of the high and low sale prices on the trading day immediately preceding such determination date if the Stock is not traded on the date one day prior to the date of distribution). (b) With respect to Stock that is purchased on the open market, the actual purchase price paid for such Stock on the date of purchase.

2.

Exhibit 10(a)79 FIRST AMENDMENT TO THE OUTSIDE DIRECTORS STOCK PLAN FOR SUBSIDIARIES OF THE SOUTHERN COMPANY WHEREAS, the Board of Directors of The Southern Company (the "Company") heretofore adopted the Outside Directors Stock Plan for Subsidiaries of The Southern Company (the "Plan"), effective as of January 1, 1995; and WHEREAS, the Board of Directors of the Company desires to amend the Plan to clarify the market value of stock purchased on the open market pursuant to the Plan; and WHEREAS, pursuant to Section 6.2 of the Plan, the Board of Directors of the Company has the authority to amend the Plan at any time, subject to shareholder approval when required, which approval is not now required; NOW THEREFORE, effective as of January 1, 1995, the Board of Directors of the Company hereby amends the Plan as follows: 1. Section 2.8 of the Plan shall be amended by deleting said Section in its entirety and substituting therefore the following language: 2.8 "Market Value" shall mean the following: (a) With respect to Stock that is issued by the Company, the average of the high and low prices of the Stock, as published in the Wall Street Journal in its report of New York Stock Exchange composite transactions, on the date one day prior to the date of distribution as set forth in Section 4.3(a) of the Plan (or the average of the high and low sale prices on the trading day immediately preceding such determination date if the Stock is not traded on the date one day prior to the date of distribution). (b) With respect to Stock that is purchased on the open market, the actual purchase price paid for such Stock on the date of purchase.

2. Section 4.3(a) of the Plan shall be amended by deleting the second sentence of Section 4.3(a) and substituting therefore the following language: The amount of Stock to be distributed to a Participant shall initially be determined by first dividing the Participant's required and elected dollar amount of Stock compensation by four (4) and then dividing such quarterly quotient by the Market Value of the Stock. Subsequent distributions shall be based on such quarterly quotient divided by the Market Value of the Stock. 3. Except as amended herein by this First Amendment, the Plan shall remain in full force and effect as adopted 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 The Southern Company this day of , 1995, to be effective as of January 1, 1995. THE SOUTHERN COMPANY By:

2. Section 4.3(a) of the Plan shall be amended by deleting the second sentence of Section 4.3(a) and substituting therefore the following language: The amount of Stock to be distributed to a Participant shall initially be determined by first dividing the Participant's required and elected dollar amount of Stock compensation by four (4) and then dividing such quarterly quotient by the Market Value of the Stock. Subsequent distributions shall be based on such quarterly quotient divided by the Market Value of the Stock. 3. Except as amended herein by this First Amendment, the Plan shall remain in full force and effect as adopted 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 The Southern Company this day of , 1995, to be effective as of January 1, 1995. THE SOUTHERN COMPANY By: Its: Attest: By: Its: (CORPORATE SEAL]

Exhibit 10(a)80 OUTSIDE DIRECTORS STOCK PLAN FOR SUBSIDIARIES OF THE SOUTHERN COMPANY Effective January 1, 1995

OUTSIDE DIRECTORS STOCK PLAN FOR SUBSIDIARIES OF THE SOUTHERN COMPANY ARTICLE I - PURPOSE AND ADOPTION OF PLAN 1.1 Adoption. Subject to (a) the approval of the adoption by the Board of Directors of The Southern Company ("Company") of the Outside Directors Stock Plan for Subsidiaries of The Southern Company (the "Plan") by the shareholders of the Company at the annual meeting thereof to be held on May 24, 1995, and (b) the Company's receipt of the requisite approval of the issuance of the Stock pursuant to the Plan by the Securities and Exchange Commission (the "Commission") under the Public Utility Holding Company Act of 1935, as amended, and the rules thereunder, The Southern Company hereby adopts the Outside Directors Stock Plan for Subsidiaries of The Southern Company, effective January 1, 1995. 1.2 Purpose. The Plan is designed to more closely align the interests of Directors of the System Companies (defined herein) with the interests of the shareholders of the Company through ownership of the Company's common stock, par value $5.00 per share (the "Stock").

Exhibit 10(a)80 OUTSIDE DIRECTORS STOCK PLAN FOR SUBSIDIARIES OF THE SOUTHERN COMPANY Effective January 1, 1995

OUTSIDE DIRECTORS STOCK PLAN FOR SUBSIDIARIES OF THE SOUTHERN COMPANY ARTICLE I - PURPOSE AND ADOPTION OF PLAN 1.1 Adoption. Subject to (a) the approval of the adoption by the Board of Directors of The Southern Company ("Company") of the Outside Directors Stock Plan for Subsidiaries of The Southern Company (the "Plan") by the shareholders of the Company at the annual meeting thereof to be held on May 24, 1995, and (b) the Company's receipt of the requisite approval of the issuance of the Stock pursuant to the Plan by the Securities and Exchange Commission (the "Commission") under the Public Utility Holding Company Act of 1935, as amended, and the rules thereunder, The Southern Company hereby adopts the Outside Directors Stock Plan for Subsidiaries of The Southern Company, effective January 1, 1995. 1.2 Purpose. The Plan is designed to more closely align the interests of Directors of the System Companies (defined herein) with the interests of the shareholders of the Company through ownership of the Company's common stock, par value $5.00 per share (the "Stock").

ARTICLE II - DEFINITIONS 2.1 "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. 2.2 "Board of Directors" shall mean the Board of Directors of each System Company. 2.3 "Commission" shall mean the Securities and Exchange Commission. 2.4 "Company" shall mean The Southern Company. 2.5 "Director" shall mean any person (a) who serves on the Board of Directors of one or more System Companies on or after January 1, 1995; and (b) who is not an active employee of The Southern Company or an Affiliated Employer. 2.6 "Effective Date" shall mean January 1, 1995. 2.7 "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. 2.8 "Market Value" shall mean the average of the high and low prices of the 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 (or the average of the high and low sale prices on the trading day immediately preceding such determination date if the Stock is not traded on the applicable valuation date). 2.9 "Participant" shall mean each Director on the Board of Directors of a System Company who meets the requirements of Section 3.1 of the Plan. -3-

2.10 "Plan" shall mean the Outside Directors Stock Plan for Subsidiaries of The Southern Company, as amended from time to time. 2.11 "Plan Administrator" shall mean the Compensation Committee of the Board of Directors of The Southern Company. 2.12 "Plan Year" shall mean the calendar year. 2.13 "Retainer Fee" shall mean the annual rate of the fees paid to a Director for service on the Board of Directors of a System Company, but excluding reimbursements for expenses and any fees or compensation for (a) attendance at the meetings of the Board of Directors or any committee, (b) service on a committee, and (c) service at the request of the Board of Directors or a committee.

OUTSIDE DIRECTORS STOCK PLAN FOR SUBSIDIARIES OF THE SOUTHERN COMPANY ARTICLE I - PURPOSE AND ADOPTION OF PLAN 1.1 Adoption. Subject to (a) the approval of the adoption by the Board of Directors of The Southern Company ("Company") of the Outside Directors Stock Plan for Subsidiaries of The Southern Company (the "Plan") by the shareholders of the Company at the annual meeting thereof to be held on May 24, 1995, and (b) the Company's receipt of the requisite approval of the issuance of the Stock pursuant to the Plan by the Securities and Exchange Commission (the "Commission") under the Public Utility Holding Company Act of 1935, as amended, and the rules thereunder, The Southern Company hereby adopts the Outside Directors Stock Plan for Subsidiaries of The Southern Company, effective January 1, 1995. 1.2 Purpose. The Plan is designed to more closely align the interests of Directors of the System Companies (defined herein) with the interests of the shareholders of the Company through ownership of the Company's common stock, par value $5.00 per share (the "Stock").

ARTICLE II - DEFINITIONS 2.1 "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. 2.2 "Board of Directors" shall mean the Board of Directors of each System Company. 2.3 "Commission" shall mean the Securities and Exchange Commission. 2.4 "Company" shall mean The Southern Company. 2.5 "Director" shall mean any person (a) who serves on the Board of Directors of one or more System Companies on or after January 1, 1995; and (b) who is not an active employee of The Southern Company or an Affiliated Employer. 2.6 "Effective Date" shall mean January 1, 1995. 2.7 "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. 2.8 "Market Value" shall mean the average of the high and low prices of the 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 (or the average of the high and low sale prices on the trading day immediately preceding such determination date if the Stock is not traded on the applicable valuation date). 2.9 "Participant" shall mean each Director on the Board of Directors of a System Company who meets the requirements of Section 3.1 of the Plan. -3-

2.10 "Plan" shall mean the Outside Directors Stock Plan for Subsidiaries of The Southern Company, as amended from time to time. 2.11 "Plan Administrator" shall mean the Compensation Committee of the Board of Directors of The Southern Company. 2.12 "Plan Year" shall mean the calendar year. 2.13 "Retainer Fee" shall mean the annual rate of the fees paid to a Director for service on the Board of Directors of a System Company, but excluding reimbursements for expenses and any fees or compensation for (a) attendance at the meetings of the Board of Directors or any committee, (b) service on a committee, and (c) service at the request of the Board of Directors or a committee. 2.14 "Stock" shall mean the Company's common stock, par value $5.00 per share. 2.15 "System Company" shall mean any affiliate or subsidiary of The Southern Company which the Board of Directors of The Southern Company may from time to time determine to bring under the Plan and which shall adopt the Plan, and any successor of any of them. The System Companies that have adopted the Plan are listed in Schedule A, attached hereto, as such Schedule may be amended from time to time. The masculine pronoun shall be construed to include the feminine pronoun and the singular shall include the plural, where the context so requires.

ARTICLE II - DEFINITIONS 2.1 "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. 2.2 "Board of Directors" shall mean the Board of Directors of each System Company. 2.3 "Commission" shall mean the Securities and Exchange Commission. 2.4 "Company" shall mean The Southern Company. 2.5 "Director" shall mean any person (a) who serves on the Board of Directors of one or more System Companies on or after January 1, 1995; and (b) who is not an active employee of The Southern Company or an Affiliated Employer. 2.6 "Effective Date" shall mean January 1, 1995. 2.7 "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. 2.8 "Market Value" shall mean the average of the high and low prices of the 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 (or the average of the high and low sale prices on the trading day immediately preceding such determination date if the Stock is not traded on the applicable valuation date). 2.9 "Participant" shall mean each Director on the Board of Directors of a System Company who meets the requirements of Section 3.1 of the Plan. -3-

2.10 "Plan" shall mean the Outside Directors Stock Plan for Subsidiaries of The Southern Company, as amended from time to time. 2.11 "Plan Administrator" shall mean the Compensation Committee of the Board of Directors of The Southern Company. 2.12 "Plan Year" shall mean the calendar year. 2.13 "Retainer Fee" shall mean the annual rate of the fees paid to a Director for service on the Board of Directors of a System Company, but excluding reimbursements for expenses and any fees or compensation for (a) attendance at the meetings of the Board of Directors or any committee, (b) service on a committee, and (c) service at the request of the Board of Directors or a committee. 2.14 "Stock" shall mean the Company's common stock, par value $5.00 per share. 2.15 "System Company" shall mean any affiliate or subsidiary of The Southern Company which the Board of Directors of The Southern Company may from time to time determine to bring under the Plan and which shall adopt the Plan, and any successor of any of them. The System Companies that have adopted the Plan are listed in Schedule A, attached hereto, as such Schedule may be amended from time to time. The masculine pronoun shall be construed to include the feminine pronoun and the singular shall include the plural, where the context so requires. -4-

ARTICLE III - ELIGIBILITY 3.1 Eligibility Requirements. (a) Except as provided in Subsections (b) and (c) below, each Director who serves on a Board of Directors of a System Company shall become a Participant in the Plan on the first date such Director serves on the Board of Directors of a System Company. (b) For purposes of the initial Plan Year, a Director who serves on the Board of Directors of Georgia Power Company or Alabama Power Company shall become a Participant in the Plan on the Effective Date, subject to (1) approval of the Plan by the shareholders of the Company at the annual meeting thereof to be held on May 24, 1995, and (2) the Company's receipt of the requisite approval of the Plan by the Commission under the Public Utility Holding Company Act of 1935, as amended, and the rules thereunder. (c) For purposes of the initial Plan Year, a Director who serves on the Board of Directors of Gulf Power Company, Mississippi Power Company or Savannah Electric and Power Company shall become a Participant in the Plan on the later of (1) the date the Plan is approved by the shareholders of the Company at the annual meeting thereof to be held on May 24, 1995, and (2) the Company's receipt of the requisite approval of the Plan

2.10 "Plan" shall mean the Outside Directors Stock Plan for Subsidiaries of The Southern Company, as amended from time to time. 2.11 "Plan Administrator" shall mean the Compensation Committee of the Board of Directors of The Southern Company. 2.12 "Plan Year" shall mean the calendar year. 2.13 "Retainer Fee" shall mean the annual rate of the fees paid to a Director for service on the Board of Directors of a System Company, but excluding reimbursements for expenses and any fees or compensation for (a) attendance at the meetings of the Board of Directors or any committee, (b) service on a committee, and (c) service at the request of the Board of Directors or a committee. 2.14 "Stock" shall mean the Company's common stock, par value $5.00 per share. 2.15 "System Company" shall mean any affiliate or subsidiary of The Southern Company which the Board of Directors of The Southern Company may from time to time determine to bring under the Plan and which shall adopt the Plan, and any successor of any of them. The System Companies that have adopted the Plan are listed in Schedule A, attached hereto, as such Schedule may be amended from time to time. The masculine pronoun shall be construed to include the feminine pronoun and the singular shall include the plural, where the context so requires. -4-

ARTICLE III - ELIGIBILITY 3.1 Eligibility Requirements. (a) Except as provided in Subsections (b) and (c) below, each Director who serves on a Board of Directors of a System Company shall become a Participant in the Plan on the first date such Director serves on the Board of Directors of a System Company. (b) For purposes of the initial Plan Year, a Director who serves on the Board of Directors of Georgia Power Company or Alabama Power Company shall become a Participant in the Plan on the Effective Date, subject to (1) approval of the Plan by the shareholders of the Company at the annual meeting thereof to be held on May 24, 1995, and (2) the Company's receipt of the requisite approval of the Plan by the Commission under the Public Utility Holding Company Act of 1935, as amended, and the rules thereunder. (c) For purposes of the initial Plan Year, a Director who serves on the Board of Directors of Gulf Power Company, Mississippi Power Company or Savannah Electric and Power Company shall become a Participant in the Plan on the later of (1) the date the Plan is approved by the shareholders of the Company at the annual meeting thereof to be held on May 24, 1995, and (2) the Company's receipt of the requisite approval of the Plan by the Commission under the Public Utility Holding Company Act of 1935, as amended, and the rules thereunder. -5-

ARTICLE IV - FORM AND TIME OF BENEFIT DISTRIBUTIONS 4.1 Stock Grant. Each Participant shall receive a portion of his annual Retainer Fee in Stock, with the remainder of such annual Retainer Fee to be payable, in increments elected by the Director in accordance with Section 4.2 below, in cash or in Stock. The portion of the annual Retainer Fee required to be paid in Stock pursuant to this Section 4.1 shall be stated in Schedule B, attached hereto, as such Schedule shall be amended from time to time. 4.2 Election to Determine Percentage or Amount of Compensation to be Paid in Stock. Each Participant shall have a one-time opportunity to elect to have the remaining portion of his Retainer Fee paid in cash or Stock of the Company, or a combination thereof. Such election shall be made at the time specified by the Plan Administrator on a form provided to the Participant by the Plan Administrator, which form shall acknowledge that once made, such election is irrevocable. Notwithstanding the foregoing, if, when and as permitted by the Commission, the Plan Administrator may allow a Participant to elect to change the amount of their Retainer Fee paid in Stock; provided that such election shall not affect the dollar amount of such Participant's required Stock distribution stated in Schedule B attached hereto. Nothing contained in this Section 4.2 shall be interpreted in such a manner as would disqualify the Plan from treatment as a "formula plan" under Rule 16b-3, as promulgated by

ARTICLE III - ELIGIBILITY 3.1 Eligibility Requirements. (a) Except as provided in Subsections (b) and (c) below, each Director who serves on a Board of Directors of a System Company shall become a Participant in the Plan on the first date such Director serves on the Board of Directors of a System Company. (b) For purposes of the initial Plan Year, a Director who serves on the Board of Directors of Georgia Power Company or Alabama Power Company shall become a Participant in the Plan on the Effective Date, subject to (1) approval of the Plan by the shareholders of the Company at the annual meeting thereof to be held on May 24, 1995, and (2) the Company's receipt of the requisite approval of the Plan by the Commission under the Public Utility Holding Company Act of 1935, as amended, and the rules thereunder. (c) For purposes of the initial Plan Year, a Director who serves on the Board of Directors of Gulf Power Company, Mississippi Power Company or Savannah Electric and Power Company shall become a Participant in the Plan on the later of (1) the date the Plan is approved by the shareholders of the Company at the annual meeting thereof to be held on May 24, 1995, and (2) the Company's receipt of the requisite approval of the Plan by the Commission under the Public Utility Holding Company Act of 1935, as amended, and the rules thereunder. -5-

ARTICLE IV - FORM AND TIME OF BENEFIT DISTRIBUTIONS 4.1 Stock Grant. Each Participant shall receive a portion of his annual Retainer Fee in Stock, with the remainder of such annual Retainer Fee to be payable, in increments elected by the Director in accordance with Section 4.2 below, in cash or in Stock. The portion of the annual Retainer Fee required to be paid in Stock pursuant to this Section 4.1 shall be stated in Schedule B, attached hereto, as such Schedule shall be amended from time to time. 4.2 Election to Determine Percentage or Amount of Compensation to be Paid in Stock. Each Participant shall have a one-time opportunity to elect to have the remaining portion of his Retainer Fee paid in cash or Stock of the Company, or a combination thereof. Such election shall be made at the time specified by the Plan Administrator on a form provided to the Participant by the Plan Administrator, which form shall acknowledge that once made, such election is irrevocable. Notwithstanding the foregoing, if, when and as permitted by the Commission, the Plan Administrator may allow a Participant to elect to change the amount of their Retainer Fee paid in Stock; provided that such election shall not affect the dollar amount of such Participant's required Stock distribution stated in Schedule B attached hereto. Nothing contained in this Section 4.2 shall be interpreted in such a manner as would disqualify the Plan from treatment as a "formula plan" under Rule 16b-3, as promulgated by -6-

the Commission under the Exchange Act, as that rule may be amended from time to time. 4.3 Amount and Date of Payment for Stock Compensation. (a) For any Plan Year in which a Director is a Participant for the full Plan Year, any Stock compensation due a Participant pursuant to Sections 4.1 and 4.2 above shall be payable on a quarterly basis, with the first such quarterly distribution being made on April 1 and succeeding quarterly distributions being made on July 1, October 1, and January 1. The amount of Stock to be distributed to a Participant shall initially be determined by first dividing the Participant's required and elected dollar amount of Stock compensation by four (4) and then dividing such quarterly quotient by the market value of the Stock on the date one day prior to the date of distribution, with subsequent distributions based on such quarterly quotient divided by the market value of the Stock on the date one day prior to the date of each subsequent distribution. (b) Notwithstanding the foregoing, for purposes of the 1995 Plan Year, Stock distributions shall be made as follows: (1) For Participants who are Directors of Alabama Power Company or Georgia Power Company on January 1, 1995, no Stock distributions shall be made prior to receipt of the requisite approval described in Section 1.1; provided, however, that once the requisite approval of the Plan is received, the Stock distribution shall be made on the first quarterly date following such approval and shall include any Stock distributions

ARTICLE IV - FORM AND TIME OF BENEFIT DISTRIBUTIONS 4.1 Stock Grant. Each Participant shall receive a portion of his annual Retainer Fee in Stock, with the remainder of such annual Retainer Fee to be payable, in increments elected by the Director in accordance with Section 4.2 below, in cash or in Stock. The portion of the annual Retainer Fee required to be paid in Stock pursuant to this Section 4.1 shall be stated in Schedule B, attached hereto, as such Schedule shall be amended from time to time. 4.2 Election to Determine Percentage or Amount of Compensation to be Paid in Stock. Each Participant shall have a one-time opportunity to elect to have the remaining portion of his Retainer Fee paid in cash or Stock of the Company, or a combination thereof. Such election shall be made at the time specified by the Plan Administrator on a form provided to the Participant by the Plan Administrator, which form shall acknowledge that once made, such election is irrevocable. Notwithstanding the foregoing, if, when and as permitted by the Commission, the Plan Administrator may allow a Participant to elect to change the amount of their Retainer Fee paid in Stock; provided that such election shall not affect the dollar amount of such Participant's required Stock distribution stated in Schedule B attached hereto. Nothing contained in this Section 4.2 shall be interpreted in such a manner as would disqualify the Plan from treatment as a "formula plan" under Rule 16b-3, as promulgated by -6-

the Commission under the Exchange Act, as that rule may be amended from time to time. 4.3 Amount and Date of Payment for Stock Compensation. (a) For any Plan Year in which a Director is a Participant for the full Plan Year, any Stock compensation due a Participant pursuant to Sections 4.1 and 4.2 above shall be payable on a quarterly basis, with the first such quarterly distribution being made on April 1 and succeeding quarterly distributions being made on July 1, October 1, and January 1. The amount of Stock to be distributed to a Participant shall initially be determined by first dividing the Participant's required and elected dollar amount of Stock compensation by four (4) and then dividing such quarterly quotient by the market value of the Stock on the date one day prior to the date of distribution, with subsequent distributions based on such quarterly quotient divided by the market value of the Stock on the date one day prior to the date of each subsequent distribution. (b) Notwithstanding the foregoing, for purposes of the 1995 Plan Year, Stock distributions shall be made as follows: (1) For Participants who are Directors of Alabama Power Company or Georgia Power Company on January 1, 1995, no Stock distributions shall be made prior to receipt of the requisite approval described in Section 1.1; provided, however, that once the requisite approval of the Plan is received, the Stock distribution shall be made on the first quarterly date following such approval and shall include any Stock distributions -7-

which would have been made had the requisite approval been obtained on the Effective Date. The Stock distributions to be made in accordance with this

the Commission under the Exchange Act, as that rule may be amended from time to time. 4.3 Amount and Date of Payment for Stock Compensation. (a) For any Plan Year in which a Director is a Participant for the full Plan Year, any Stock compensation due a Participant pursuant to Sections 4.1 and 4.2 above shall be payable on a quarterly basis, with the first such quarterly distribution being made on April 1 and succeeding quarterly distributions being made on July 1, October 1, and January 1. The amount of Stock to be distributed to a Participant shall initially be determined by first dividing the Participant's required and elected dollar amount of Stock compensation by four (4) and then dividing such quarterly quotient by the market value of the Stock on the date one day prior to the date of distribution, with subsequent distributions based on such quarterly quotient divided by the market value of the Stock on the date one day prior to the date of each subsequent distribution. (b) Notwithstanding the foregoing, for purposes of the 1995 Plan Year, Stock distributions shall be made as follows: (1) For Participants who are Directors of Alabama Power Company or Georgia Power Company on January 1, 1995, no Stock distributions shall be made prior to receipt of the requisite approval described in Section 1.1; provided, however, that once the requisite approval of the Plan is received, the Stock distribution shall be made on the first quarterly date following such approval and shall include any Stock distributions -7-

which would have been made had the requisite approval been obtained on the Effective Date. The Stock distributions to be made in accordance with this

which would have been made had the requisite approval been obtained on the Effective Date. The Stock distributions to be made in accordance with this Section 4.3(b)(1) shall be valued in accordance with the provisions of Section 4.3(a). (2) For Participants who are Directors of Gulf Power Company, Mississippi Power Company or Savannah Electric and Power Company, no Stock distributions shall be made prior to receipt of the requisite approval described in Section 1.1; provided, however, that once the requisite approval of the Plan is received, the Stock distribution to be made to Participants pursuant to this Section 4.3(b)(2) shall be made on the first quarterly date following such approval. The Stock distributions to be made pursuant to this Section 4.3(b)(2) shall not include any Stock distributions attributable to any calendar quarter prior to the time the requisite approval is received. The Stock distributions to be paid in accordance with this Section 4.3(b)(2) shall be valued in accordance with the provisions of Section 4.3(a). 4.4 Death Benefits. No benefits shall be payable under the Plan to any beneficiary of a Participant following a Participant's death. -8-

ARTICLE V - ADMINISTRATION OF PLAN 5.1 Administrator. The general administration of the Plan shall be the responsibility of the Compensation Committee of the Board of Directors of The Southern Company, as Plan Administrator. 5.2 Powers. The Plan Administrator 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. It shall interpret the Plan and shall have the discretion to determine all questions arising in the administration, interpretation and application of the Plan, including any ambiguities contained herein or any questions of fact. 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. 5.3 Duties of the Plan Administrator. (a) The Plan Administrator is responsible for the daily administration of the Plan. It may appoint other persons or entities to perform any of its fiduciary functions. The Plan Administrator 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 Plan Administrator -9-

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 Plan Administrator 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 Board of Directors of each System Company. (c) The Plan Administrator 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 of adequate Participants' records; recording and transmission of all notices required to be given to Participants; the receipt and dissemination, if required, of all reports and information received from a System Company; 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 Plan Administrator 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. 5.4 Indemnification. The System Companies shall indemnify the Plan Administrator against any and all claims, losses, -10-

ARTICLE V - ADMINISTRATION OF PLAN 5.1 Administrator. The general administration of the Plan shall be the responsibility of the Compensation Committee of the Board of Directors of The Southern Company, as Plan Administrator. 5.2 Powers. The Plan Administrator 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. It shall interpret the Plan and shall have the discretion to determine all questions arising in the administration, interpretation and application of the Plan, including any ambiguities contained herein or any questions of fact. 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. 5.3 Duties of the Plan Administrator. (a) The Plan Administrator is responsible for the daily administration of the Plan. It may appoint other persons or entities to perform any of its fiduciary functions. The Plan Administrator 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 Plan Administrator -9-

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 Plan Administrator 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 Board of Directors of each System Company. (c) The Plan Administrator 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 of adequate Participants' records; recording and transmission of all notices required to be given to Participants; the receipt and dissemination, if required, of all reports and information received from a System Company; 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 Plan Administrator 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. 5.4 Indemnification. The System Companies shall indemnify the Plan Administrator against any and all claims, losses, -10-

damages, expenses and liability arising from any action or failure to act, except when the same is finally judicially determined to be due to gross negligence or willful misconduct. The System Companies may purchase at their own expense sufficient liability insurance for the Plan Administrator 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 Plan Administrator. -11-

ARTICLE VI - MISCELLANEOUS 6.1 Assignment. Neither the Participant nor his legal representative shall have any rights to sell, assign, transfer or otherwise convey the right to receive the payment of any 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 wholly or partially amended or otherwise modified, suspended or terminated at any time by the Board of Directors of The Southern Company or by the

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 Plan Administrator 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 Board of Directors of each System Company. (c) The Plan Administrator 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 of adequate Participants' records; recording and transmission of all notices required to be given to Participants; the receipt and dissemination, if required, of all reports and information received from a System Company; 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 Plan Administrator 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. 5.4 Indemnification. The System Companies shall indemnify the Plan Administrator against any and all claims, losses, -10-

damages, expenses and liability arising from any action or failure to act, except when the same is finally judicially determined to be due to gross negligence or willful misconduct. The System Companies may purchase at their own expense sufficient liability insurance for the Plan Administrator 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 Plan Administrator. -11-

ARTICLE VI - MISCELLANEOUS 6.1 Assignment. Neither the Participant nor his legal representative shall have any rights to sell, assign, transfer or otherwise convey the right to receive the payment of any 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 wholly or partially amended or otherwise modified, suspended or terminated at any time by the Board of Directors of The Southern Company or by the Compensation Committee with the approval of The Southern Company Board of Directors, upon execution of a duly authorized written document; provided, however, that, without the approval of the shareholders of the Company entitled to vote thereon, no amendment may be made which would, absent such shareholder approval, disqualify the Plan for coverage under Rule 16b-3, as promulgated by the Commission under the Exchange Act, as that rule may be amended from time to time; and provided further that the Plan may not be amended more than once every six (6) months unless such amendment is made in order to comply with changes to either the Internal Revenue Code of 1986, as amended, or the Employee Retirement Income Security Act of 1974, as amended, and the rules thereunder. Notwithstanding the foregoing, no such amendment or termination shall impair any rights to payments to -12-

which a Participant may be entitled prior to the effective date of such amendment or termination. 6.3 No Guarantee of Continued or Future Service on a Board of Directors. Participation hereunder shall not be construed as creating a right in any Director to continued service or future service on the Board of Directors of any System Company. Participation hereunder does not constitute an employment contract between any Director and any System Company. 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 Board of Directors of The Southern Company, through its duly authorized officers, has adopted

damages, expenses and liability arising from any action or failure to act, except when the same is finally judicially determined to be due to gross negligence or willful misconduct. The System Companies may purchase at their own expense sufficient liability insurance for the Plan Administrator 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 Plan Administrator. -11-

ARTICLE VI - MISCELLANEOUS 6.1 Assignment. Neither the Participant nor his legal representative shall have any rights to sell, assign, transfer or otherwise convey the right to receive the payment of any 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 wholly or partially amended or otherwise modified, suspended or terminated at any time by the Board of Directors of The Southern Company or by the Compensation Committee with the approval of The Southern Company Board of Directors, upon execution of a duly authorized written document; provided, however, that, without the approval of the shareholders of the Company entitled to vote thereon, no amendment may be made which would, absent such shareholder approval, disqualify the Plan for coverage under Rule 16b-3, as promulgated by the Commission under the Exchange Act, as that rule may be amended from time to time; and provided further that the Plan may not be amended more than once every six (6) months unless such amendment is made in order to comply with changes to either the Internal Revenue Code of 1986, as amended, or the Employee Retirement Income Security Act of 1974, as amended, and the rules thereunder. Notwithstanding the foregoing, no such amendment or termination shall impair any rights to payments to -12-

which a Participant may be entitled prior to the effective date of such amendment or termination. 6.3 No Guarantee of Continued or Future Service on a Board of Directors. Participation hereunder shall not be construed as creating a right in any Director to continued service or future service on the Board of Directors of any System Company. Participation hereunder does not constitute an employment contract between any Director and any System Company. 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 Board of Directors of The Southern Company, through its duly authorized officers, has adopted this Outside Directors Stock Plan for Subsidiaries of The Southern Company this day of , 1994, to be effective as provided herein. THE SOUTHERN COMPANY: (CORPORATE SEAL) By:______________________________ Its: Attest: By: ________________________ Its: -13-

OUTSIDE DIRECTORS STOCK PLAN FOR SUBSIDIARIES OF THE SOUTHERN COMPANY SCHEDULE A

ARTICLE VI - MISCELLANEOUS 6.1 Assignment. Neither the Participant nor his legal representative shall have any rights to sell, assign, transfer or otherwise convey the right to receive the payment of any 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 wholly or partially amended or otherwise modified, suspended or terminated at any time by the Board of Directors of The Southern Company or by the Compensation Committee with the approval of The Southern Company Board of Directors, upon execution of a duly authorized written document; provided, however, that, without the approval of the shareholders of the Company entitled to vote thereon, no amendment may be made which would, absent such shareholder approval, disqualify the Plan for coverage under Rule 16b-3, as promulgated by the Commission under the Exchange Act, as that rule may be amended from time to time; and provided further that the Plan may not be amended more than once every six (6) months unless such amendment is made in order to comply with changes to either the Internal Revenue Code of 1986, as amended, or the Employee Retirement Income Security Act of 1974, as amended, and the rules thereunder. Notwithstanding the foregoing, no such amendment or termination shall impair any rights to payments to -12-

which a Participant may be entitled prior to the effective date of such amendment or termination. 6.3 No Guarantee of Continued or Future Service on a Board of Directors. Participation hereunder shall not be construed as creating a right in any Director to continued service or future service on the Board of Directors of any System Company. Participation hereunder does not constitute an employment contract between any Director and any System Company. 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 Board of Directors of The Southern Company, through its duly authorized officers, has adopted this Outside Directors Stock Plan for Subsidiaries of The Southern Company this day of , 1994, to be effective as provided herein. THE SOUTHERN COMPANY: (CORPORATE SEAL) By:______________________________ Its: Attest: By: ________________________ Its: -13-

OUTSIDE DIRECTORS STOCK PLAN FOR SUBSIDIARIES OF THE SOUTHERN COMPANY SCHEDULE A The System Companies as of January 1, 1995 are: Alabama Power Company Georgia Power Company Gulf Power Company Mississippi Power Company Savannah Electric and Power Company

which a Participant may be entitled prior to the effective date of such amendment or termination. 6.3 No Guarantee of Continued or Future Service on a Board of Directors. Participation hereunder shall not be construed as creating a right in any Director to continued service or future service on the Board of Directors of any System Company. Participation hereunder does not constitute an employment contract between any Director and any System Company. 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 Board of Directors of The Southern Company, through its duly authorized officers, has adopted this Outside Directors Stock Plan for Subsidiaries of The Southern Company this day of , 1994, to be effective as provided herein. THE SOUTHERN COMPANY: (CORPORATE SEAL) By:______________________________ Its: Attest: By: ________________________ Its: -13-

OUTSIDE DIRECTORS STOCK PLAN FOR SUBSIDIARIES OF THE SOUTHERN COMPANY SCHEDULE A The System Companies as of January 1, 1995 are: Alabama Power Company Georgia Power Company Gulf Power Company Mississippi Power Company Savannah Electric and Power Company

OUTSIDE DIRECTORS STOCK PLAN FOR SUBSIDIARIES OF THE SOUTHERN COMPANY SCHEDULE B As of January 1, 1995 The portion of a Participant's Retainer Fee required to be distributed in common stock of The Southern Company shall be determined in accordance with the following schedule:
Dollar Amount of Required Stock Distribution $3000.00 $3000.00 $2000.00 $2000.00 $2000.00

Company Alabama Power Company Georgia Power Company Gulf Power Company Mississippi Power Company Savannah Electric and Power

OUTSIDE DIRECTORS STOCK PLAN FOR SUBSIDIARIES OF THE SOUTHERN COMPANY SCHEDULE A The System Companies as of January 1, 1995 are: Alabama Power Company Georgia Power Company Gulf Power Company Mississippi Power Company Savannah Electric and Power Company

OUTSIDE DIRECTORS STOCK PLAN FOR SUBSIDIARIES OF THE SOUTHERN COMPANY SCHEDULE B As of January 1, 1995 The portion of a Participant's Retainer Fee required to be distributed in common stock of The Southern Company shall be determined in accordance with the following schedule:
Dollar Amount of Required Stock Distribution $3000.00 $3000.00 $2000.00 $2000.00 $2000.00

Company Alabama Power Company Georgia Power Company Gulf Power Company Mississippi Power Company Savannah Electric and Power Company

FIRST AMENDMENT TO THE SOUTHERN COMPANY OUTSIDE DIRECTORS STOCK PLAN WHEREAS, the Board of Directors of The Southern Company (the "Company") heretofore adopted The Southern Company Outside Directors Stock Plan (the "Plan"), effective as of January 1, 1994; and WHEREAS, the Board of Directors of the Company desires to amend the Plan to clarify the dates of payment for stock compensation and the market value of stock that is purchased on the open market; and WHEREAS, pursuant to Section 7.1 of the Plan, the Board of Directors has the authority to amend the Plan at any time, subject to shareholder approval when required, which approval is not now required; NOW THEREFORE, effective as of the date of execution, the Board of Directors hereby amends the Plan as follows: 1. Section 6.1 of the Plan shall be amended by deleting said Section in its entirety and substituting therefore the

OUTSIDE DIRECTORS STOCK PLAN FOR SUBSIDIARIES OF THE SOUTHERN COMPANY SCHEDULE B As of January 1, 1995 The portion of a Participant's Retainer Fee required to be distributed in common stock of The Southern Company shall be determined in accordance with the following schedule:
Dollar Amount of Required Stock Distribution $3000.00 $3000.00 $2000.00 $2000.00 $2000.00

Company Alabama Power Company Georgia Power Company Gulf Power Company Mississippi Power Company Savannah Electric and Power Company

FIRST AMENDMENT TO THE SOUTHERN COMPANY OUTSIDE DIRECTORS STOCK PLAN WHEREAS, the Board of Directors of The Southern Company (the "Company") heretofore adopted The Southern Company Outside Directors Stock Plan (the "Plan"), effective as of January 1, 1994; and WHEREAS, the Board of Directors of the Company desires to amend the Plan to clarify the dates of payment for stock compensation and the market value of stock that is purchased on the open market; and WHEREAS, pursuant to Section 7.1 of the Plan, the Board of Directors has the authority to amend the Plan at any time, subject to shareholder approval when required, which approval is not now required; NOW THEREFORE, effective as of the date of execution, the Board of Directors hereby amends the Plan as follows: 1. Section 6.1 of the Plan shall be amended by deleting said Section in its entirety and substituting therefore the following language: 6.1 Date of Payment for Stock Compensation. (a) Any stock compensation due to a director shall be payable on a quarterly basis, with the first such quarterly distribution being made on April 1 and succeeding quarterly distributions being made on July 1, October 1 and January 1. The amount of stock to be distributed to a director shall initially be determined by first dividing the director's required and elected dollar amount of stock compensation by four (4) and then dividing such quarterly quotient by the market value of the common stock of the Company (as determined under subparagraph (b) below), with subsequent distributions based on such quarterly quotient divided by the market value of the common stock of the Company (as determined by subparagraph (b) below). Notwithstanding the foregoing, for purposes of the 1994 calendar year, no stock distributions shall be made prior to July 1, 1994; provided, however that the stock distribution to be made on July 1, 1994 shall include both the April 1, 1994 and July 1, 1994 quarterly distributions with such distributions being valued in accordance with the provisions of this Section 6.1.

FIRST AMENDMENT TO THE SOUTHERN COMPANY OUTSIDE DIRECTORS STOCK PLAN WHEREAS, the Board of Directors of The Southern Company (the "Company") heretofore adopted The Southern Company Outside Directors Stock Plan (the "Plan"), effective as of January 1, 1994; and WHEREAS, the Board of Directors of the Company desires to amend the Plan to clarify the dates of payment for stock compensation and the market value of stock that is purchased on the open market; and WHEREAS, pursuant to Section 7.1 of the Plan, the Board of Directors has the authority to amend the Plan at any time, subject to shareholder approval when required, which approval is not now required; NOW THEREFORE, effective as of the date of execution, the Board of Directors hereby amends the Plan as follows: 1. Section 6.1 of the Plan shall be amended by deleting said Section in its entirety and substituting therefore the following language: 6.1 Date of Payment for Stock Compensation. (a) Any stock compensation due to a director shall be payable on a quarterly basis, with the first such quarterly distribution being made on April 1 and succeeding quarterly distributions being made on July 1, October 1 and January 1. The amount of stock to be distributed to a director shall initially be determined by first dividing the director's required and elected dollar amount of stock compensation by four (4) and then dividing such quarterly quotient by the market value of the common stock of the Company (as determined under subparagraph (b) below), with subsequent distributions based on such quarterly quotient divided by the market value of the common stock of the Company (as determined by subparagraph (b) below). Notwithstanding the foregoing, for purposes of the 1994 calendar year, no stock distributions shall be made prior to July 1, 1994; provided, however that the stock distribution to be made on July 1, 1994 shall include both the April 1, 1994 and July 1, 1994 quarterly distributions with such distributions being valued in accordance with the provisions of this Section 6.1.

(b) For purposes of valuing the common stock of the Company in accordance with Section 6.1(a) above, the term "market value" shall have the following meaning: (1) with respect to common stock of the Company that is issued by the Company, the average of the high and low prices of the common stock of the Company, as published in the Wall Street Journal in its report of New York Stock Exchange composite transactions, on the date one day prior to the date of distribution as set forth in (a) above (or the average of the high and low sale prices on the trading day immediately preceding such determination date if the common stock of the Company is not traded on the date one day prior to the date of distribution). (2) with respect to common stock of the Company that is purchased on the open market, the actual purchase price paid for such common stock on the date of purchase. 2. Except as amended herein by this First Amendment, the Plan shall remain in full force and effect as adopted 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 The Southern Company this day of , 1995, to be effective as of the date of execution.

(b) For purposes of valuing the common stock of the Company in accordance with Section 6.1(a) above, the term "market value" shall have the following meaning: (1) with respect to common stock of the Company that is issued by the Company, the average of the high and low prices of the common stock of the Company, as published in the Wall Street Journal in its report of New York Stock Exchange composite transactions, on the date one day prior to the date of distribution as set forth in (a) above (or the average of the high and low sale prices on the trading day immediately preceding such determination date if the common stock of the Company is not traded on the date one day prior to the date of distribution). (2) with respect to common stock of the Company that is purchased on the open market, the actual purchase price paid for such common stock on the date of purchase. 2. Except as amended herein by this First Amendment, the Plan shall remain in full force and effect as adopted 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 The Southern Company this day of , 1995, to be effective as of the date of execution. THE SOUTHERN COMPANY By: Its: Attest: By: Its: (CORPORATE SEAL]

Exhibit 10(a)82 SECOND AMENDMENT TO THE SOUTHERN COMPANY EXECUTIVE STOCK PLAN WHEREAS, the Board of Directors of The Southern Company (hereinafter referred to as the "Company") heretofore established The Southern Company Executive Stock Plan (hereinafter referred to as the "Plan") for the purpose of (a) maximizing the long-term success of The Southern Company, (b) ensuring a balanced emphasis on both current and long-term performance, (c) enhancing participants' identification with shareholders' interests, and (d) facilitating the attraction and retention of key individuals with outstanding ability; and WHEREAS, the Company desires to amend the Plan to clarify the Compensation Committee of the Board of Directors authority to determine who may participate in the Plan; and WHEREAS, the Company, through action of its Board of Directors, is authorized pursuant to Section 8.5 of the Plan to amend the Plan at any time. NOW THEREFORE, effective January 1, 1995, the Company hereby amends the Plan as follows: I.

Exhibit 10(a)82 SECOND AMENDMENT TO THE SOUTHERN COMPANY EXECUTIVE STOCK PLAN WHEREAS, the Board of Directors of The Southern Company (hereinafter referred to as the "Company") heretofore established The Southern Company Executive Stock Plan (hereinafter referred to as the "Plan") for the purpose of (a) maximizing the long-term success of The Southern Company, (b) ensuring a balanced emphasis on both current and long-term performance, (c) enhancing participants' identification with shareholders' interests, and (d) facilitating the attraction and retention of key individuals with outstanding ability; and WHEREAS, the Company desires to amend the Plan to clarify the Compensation Committee of the Board of Directors authority to determine who may participate in the Plan; and WHEREAS, the Company, through action of its Board of Directors, is authorized pursuant to Section 8.5 of the Plan to amend the Plan at any time. NOW THEREFORE, effective January 1, 1995, the Company hereby amends the Plan as follows: I. Amend Section 3.1 of the Plan by deleting said Section in its entirety and substituting the following in lieu thereof: 3.1 Eligibility. The Participants in the Plan shall be limited to those Employees, as determined by the Committee, who have a significant impact on the long-term performance and success of the Company. Subject to the terms of the Plan, the Committee shall identify individuals eligible to become Participants in the Plan, select from time to time the Participants to whom Awards shall be granted and shall determine the number of shares to be granted. II. Except as amended herein, the Plan shall remain in full force and effect as maintained by the Company prior to the adoption of this Second Amendment.

IN WITNESS WHEREOF, The Southern Company, through its authorized officers, has adopted this Second Amendment to The Southern Company Executive Stock Plan this day of , 1995, to be effective as of January 1, 1995. THE SOUTHERN COMPANY By: A.W. Dahlberg, President ATTEST: By: Tommy Chisholm, Secretary

Exhibit 10(d)22 SUPPLEMENTAL BENEFIT PLAN

IN WITNESS WHEREOF, The Southern Company, through its authorized officers, has adopted this Second Amendment to The Southern Company Executive Stock Plan this day of , 1995, to be effective as of January 1, 1995. THE SOUTHERN COMPANY By: A.W. Dahlberg, President ATTEST: By: Tommy Chisholm, Secretary

Exhibit 10(d)22 SUPPLEMENTAL BENEFIT PLAN FOR GULF POWER COMPANY January 1, 1996

SUPPLEMENTAL BENEFIT PLAN FOR GULF POWER COMPANY
Page 1 1 1 1 1 2 2 2 2 2 2 2 2 2 3 3 3 3

ARTICLE I - PURPOSE AND ADOPTION OF PLAN . . . . . . . . . . . . . 1.1 Adoption . . . . . . . . . . . . . . . . 1.2 Purpose. . . . . . . . . . . . . . . . . ARTICLE II - DEFINITIONS . . . . . . . . . . . . . . . . . . . . . 2.1 2.2 2.3 2.4 2.5 2.6 2.7 2.8 2.9 2.10 2.11 2.12 2.13 2.14 Account. . . . . . . . . . Affiliated Employer. . . . Beneficiary. . . . . . . . Board of Directors . . . . Code . . . . . . . . . . . Common Stock . . . . . . . Company. . . . . . . . . . Deferred Compensation Plan Effective Date . . . . . . Employee . . . . . . . . . ESOP . . . . . . . . . . . Non-Pension Benefit. . . . Participant. . . . . . . . Pension Benefit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

-i2.15 2.16 2.17 2.18 Pension Plan . . . . . . . . . . . . . . Plan . . . . . . . . . . . . . . . . . . Plan Year. . . . . . . . . . . . . . . . Savings Plan. . . . . . . . . . . . . . 3 3 3 3 4

ARTICLE III - ADMINISTRATION OF PLAN . . . . . . . . . . . . . . .

Exhibit 10(d)22 SUPPLEMENTAL BENEFIT PLAN FOR GULF POWER COMPANY January 1, 1996

SUPPLEMENTAL BENEFIT PLAN FOR GULF POWER COMPANY
Page 1 1 1 1 1 2 2 2 2 2 2 2 2 2 3 3 3 3

ARTICLE I - PURPOSE AND ADOPTION OF PLAN . . . . . . . . . . . . . 1.1 Adoption . . . . . . . . . . . . . . . . 1.2 Purpose. . . . . . . . . . . . . . . . . ARTICLE II - DEFINITIONS . . . . . . . . . . . . . . . . . . . . . 2.1 2.2 2.3 2.4 2.5 2.6 2.7 2.8 2.9 2.10 2.11 2.12 2.13 2.14 Account. . . . . . . . . . Affiliated Employer. . . . Beneficiary. . . . . . . . Board of Directors . . . . Code . . . . . . . . . . . Common Stock . . . . . . . Company. . . . . . . . . . Deferred Compensation Plan Effective Date . . . . . . Employee . . . . . . . . . ESOP . . . . . . . . . . . Non-Pension Benefit. . . . Participant. . . . . . . . Pension Benefit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

-i2.15 2.16 2.17 2.18 Pension Plan . . . . . . . . . . . . . . Plan . . . . . . . . . . . . . . . . . . Plan Year. . . . . . . . . . . . . . . . Savings Plan. . . . . . . . . . . . . . 3 3 3 3 4 4 4 4 6

ARTICLE III - ADMINISTRATION OF PLAN . . . . . . . . . . . . . . . 3.1 Administrator. . . . . . . . . . . . . . 3.2 Powers . . . . . . . . . . . . . . . . . 3.3 Duties of the Board of Directors. . . . . . . . . . . . . . . 3.4 Indemnification. . . . . . . . . . . . .

ARTICLE IV - ELIGIBILITY . . . . . . . . . . . . . . . . . . . . . 4.1 Eligibility Requirements . . . . . . . . 4.2 Determination of Eligibility . . . . . .

6 6 7

ARTICLE V - BENEFITS . . . . . . . . . . . . . . . . . . . . . . . 5.1 5.2 5.3 5.4 5.5 Pension Benefit. . . . . Non-Pension Benefit. . . Distribution of Benefits Funding of Benefits. . . Withholding. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8 8 9 12 15 15

SUPPLEMENTAL BENEFIT PLAN FOR GULF POWER COMPANY
Page 1 1 1 1 1 2 2 2 2 2 2 2 2 2 3 3 3 3

ARTICLE I - PURPOSE AND ADOPTION OF PLAN . . . . . . . . . . . . . 1.1 Adoption . . . . . . . . . . . . . . . . 1.2 Purpose. . . . . . . . . . . . . . . . . ARTICLE II - DEFINITIONS . . . . . . . . . . . . . . . . . . . . . 2.1 2.2 2.3 2.4 2.5 2.6 2.7 2.8 2.9 2.10 2.11 2.12 2.13 2.14 Account. . . . . . . . . . Affiliated Employer. . . . Beneficiary. . . . . . . . Board of Directors . . . . Code . . . . . . . . . . . Common Stock . . . . . . . Company. . . . . . . . . . Deferred Compensation Plan Effective Date . . . . . . Employee . . . . . . . . . ESOP . . . . . . . . . . . Non-Pension Benefit. . . . Participant. . . . . . . . Pension Benefit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

-i2.15 2.16 2.17 2.18 Pension Plan . . . . . . . . . . . . . . Plan . . . . . . . . . . . . . . . . . . Plan Year. . . . . . . . . . . . . . . . Savings Plan. . . . . . . . . . . . . . 3 3 3 3 4 4 4 4 6

ARTICLE III - ADMINISTRATION OF PLAN . . . . . . . . . . . . . . . 3.1 Administrator. . . . . . . . . . . . . . 3.2 Powers . . . . . . . . . . . . . . . . . 3.3 Duties of the Board of Directors. . . . . . . . . . . . . . . 3.4 Indemnification. . . . . . . . . . . . .

ARTICLE IV - ELIGIBILITY . . . . . . . . . . . . . . . . . . . . . 4.1 Eligibility Requirements . . . . . . . . 4.2 Determination of Eligibility . . . . . .

6 6 7

ARTICLE V - BENEFITS . . . . . . . . . . . . . . . . . . . . . . . 5.1 5.2 5.3 5.4 5.5 Pension Benefit. . . . . Non-Pension Benefit. . . Distribution of Benefits Funding of Benefits. . . Withholding. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8 8 9 12 15 15

-ii-

ARTICLE VI - MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . 16
6.1 6.2 6.3 6.4 Assignment . . . . . . . . . . . . . . . Amendment and Termination. . . . . . . . No Guarantee of Employment . . . . . . . Construction . . . . . . . . . . . . . . 16 16 16 17

2.15 2.16 2.17 2.18

Pension Plan . . . . . . . . . . . . . . Plan . . . . . . . . . . . . . . . . . . Plan Year. . . . . . . . . . . . . . . . Savings Plan. . . . . . . . . . . . . .

3 3 3 3 4 4 4 4 6

ARTICLE III - ADMINISTRATION OF PLAN . . . . . . . . . . . . . . . 3.1 Administrator. . . . . . . . . . . . . . 3.2 Powers . . . . . . . . . . . . . . . . . 3.3 Duties of the Board of Directors. . . . . . . . . . . . . . . 3.4 Indemnification. . . . . . . . . . . . .

ARTICLE IV - ELIGIBILITY . . . . . . . . . . . . . . . . . . . . . 4.1 Eligibility Requirements . . . . . . . . 4.2 Determination of Eligibility . . . . . .

6 6 7

ARTICLE V - BENEFITS . . . . . . . . . . . . . . . . . . . . . . . 5.1 5.2 5.3 5.4 5.5 Pension Benefit. . . . . Non-Pension Benefit. . . Distribution of Benefits Funding of Benefits. . . Withholding. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8 8 9 12 15 15

-ii-

ARTICLE VI - MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . 16
6.1 6.2 6.3 6.4 Assignment . . . . . . . . . . . . . . . Amendment and Termination. . . . . . . . No Guarantee of Employment . . . . . . . Construction . . . . . . . . . . . . . . 16 16 16 17

-iii-

SUPPLEMENTAL BENEFIT PLAN FOR GULF POWER COMPANY ARTICLE I - PURPOSE AND ADOPTION OF PLAN 1.1 Adoption: Gulf Power Company hereby adopts and establishes the Supplemental Benefit Plan for Gulf Power Company. 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 certain retirement and other deferred compensation benefits primarily for a select group of management or highly compensated employees which are not otherwise payable or cannot otherwise be provided by the Company (1) under the Pension Plan for Employees of Gulf Power Company, The Southern Company Employee Savings Plan, and The Southern Company Employee Stock Ownership Plan, as a result of the limitations set forth under Sections 401(a)(17), 401(k), 401(m), 402(g), or 415 of the Internal Revenue Code of 1986, as amended from time to time and (2) to compensate for lost benefits resulting from participation in The Southern Company Deferred Compensation Plan, as amended from time to time. ARTICLE II DEFINITIONS 2.1 "Account" shall mean the account or accounts established and maintained by the Company to reflect the

ARTICLE VI - MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . 16
6.1 6.2 6.3 6.4 Assignment . . . . . . . . . . . . . . . Amendment and Termination. . . . . . . . No Guarantee of Employment . . . . . . . Construction . . . . . . . . . . . . . . 16 16 16 17

-iii-

SUPPLEMENTAL BENEFIT PLAN FOR GULF POWER COMPANY ARTICLE I - PURPOSE AND ADOPTION OF PLAN 1.1 Adoption: Gulf Power Company hereby adopts and establishes the Supplemental Benefit Plan for Gulf Power Company. 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 certain retirement and other deferred compensation benefits primarily for a select group of management or highly compensated employees which are not otherwise payable or cannot otherwise be provided by the Company (1) under the Pension Plan for Employees of Gulf Power Company, The Southern Company Employee Savings Plan, and The Southern Company Employee Stock Ownership Plan, as a result of the limitations set forth under Sections 401(a)(17), 401(k), 401(m), 402(g), or 415 of the Internal Revenue Code of 1986, as amended from time to time and (2) to compensate for lost benefits resulting from participation in The Southern Company Deferred Compensation Plan, as amended from time to time. ARTICLE II DEFINITIONS 2.1 "Account" shall mean the account or accounts established and maintained by the Company to reflect the interest of a Participant in the Plan resulting from a Participant's Non-Pension Benefit calculated in accordance with Section 5.2.

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. 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. 2.7 2.8 "Company" shall mean Gulf Power Company. "Deferred Compensation Plan" shall mean The Southern "Common Stock" shall mean common stock of The Southern

Company Deferred Compensation Plan, as amended from time to time, following its adoption by the Board of Directors. 2.9 "Effective Date" shall mean January 1, 1983. The Effective Date of this amendment and restatement shall mean January 1, 1996. 2.10 "Employee" shall mean any person who is currently employed by the Company.

SUPPLEMENTAL BENEFIT PLAN FOR GULF POWER COMPANY ARTICLE I - PURPOSE AND ADOPTION OF PLAN 1.1 Adoption: Gulf Power Company hereby adopts and establishes the Supplemental Benefit Plan for Gulf Power Company. 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 certain retirement and other deferred compensation benefits primarily for a select group of management or highly compensated employees which are not otherwise payable or cannot otherwise be provided by the Company (1) under the Pension Plan for Employees of Gulf Power Company, The Southern Company Employee Savings Plan, and The Southern Company Employee Stock Ownership Plan, as a result of the limitations set forth under Sections 401(a)(17), 401(k), 401(m), 402(g), or 415 of the Internal Revenue Code of 1986, as amended from time to time and (2) to compensate for lost benefits resulting from participation in The Southern Company Deferred Compensation Plan, as amended from time to time. ARTICLE II DEFINITIONS 2.1 "Account" shall mean the account or accounts established and maintained by the Company to reflect the interest of a Participant in the Plan resulting from a Participant's Non-Pension Benefit calculated in accordance with Section 5.2.

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. 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. 2.7 2.8 "Company" shall mean Gulf Power Company. "Deferred Compensation Plan" shall mean The Southern "Common Stock" shall mean common stock of The Southern

Company Deferred Compensation Plan, as amended from time to time, following its adoption by the Board of Directors. 2.9 "Effective Date" shall mean January 1, 1983. The Effective Date of this amendment and restatement shall mean January 1, 1996. 2.10 "Employee" shall mean any person who is currently employed by the Company. -2-

2.11 "ESOP" shall mean The Southern Company Employee Stock Ownership Plan, as amended from time to time. 2.12 "Non-Pension Benefit" shall mean the benefit described in Section 5.2. 2.13 "Participant" shall mean an Employee or former Employee of the Company who is eligible pursuant to Sections 4.1 and 4.2. 2.14 "Pension Benefit" shall mean the benefit described in Section 5.1. 2.15 "Pension Plan" shall mean the defined benefit pension plan maintained by the Company or an Affiliated Employer, as amended from time to time.

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. 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. 2.7 2.8 "Company" shall mean Gulf Power Company. "Deferred Compensation Plan" shall mean The Southern "Common Stock" shall mean common stock of The Southern

Company Deferred Compensation Plan, as amended from time to time, following its adoption by the Board of Directors. 2.9 "Effective Date" shall mean January 1, 1983. The Effective Date of this amendment and restatement shall mean January 1, 1996. 2.10 "Employee" shall mean any person who is currently employed by the Company. -2-

2.11 "ESOP" shall mean The Southern Company Employee Stock Ownership Plan, as amended from time to time. 2.12 "Non-Pension Benefit" shall mean the benefit described in Section 5.2. 2.13 "Participant" shall mean an Employee or former Employee of the Company who is eligible pursuant to Sections 4.1 and 4.2. 2.14 "Pension Benefit" shall mean the benefit described in Section 5.1. 2.15 "Pension Plan" shall mean the defined benefit pension plan maintained by the Company or an Affiliated Employer, as amended from time to time. 2.16 "Plan" shall mean the Supplemental Benefit Plan for Gulf Power Company, as amended from time to time. 2.17 "Plan Year" shall mean the calendar year. 2.18 "Savings Plan" shall mean The Southern Company Employee Savings Plan, as amended from time to time. Where the context requires, the definitions of all terms set forth in the Pension Plan, the ESOP, the Savings Plan and the Deferred Compensation 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 -3-

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 Board of Directors. 3.2 Powers. The Board of Directors 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. It shall 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 Board of Directors. (a) The Board of Directors is responsible for the daily administration of the Plan. It may appoint other persons or entities to perform any of its fiduciary functions. The Board of

2.11 "ESOP" shall mean The Southern Company Employee Stock Ownership Plan, as amended from time to time. 2.12 "Non-Pension Benefit" shall mean the benefit described in Section 5.2. 2.13 "Participant" shall mean an Employee or former Employee of the Company who is eligible pursuant to Sections 4.1 and 4.2. 2.14 "Pension Benefit" shall mean the benefit described in Section 5.1. 2.15 "Pension Plan" shall mean the defined benefit pension plan maintained by the Company or an Affiliated Employer, as amended from time to time. 2.16 "Plan" shall mean the Supplemental Benefit Plan for Gulf Power Company, as amended from time to time. 2.17 "Plan Year" shall mean the calendar year. 2.18 "Savings Plan" shall mean The Southern Company Employee Savings Plan, as amended from time to time. Where the context requires, the definitions of all terms set forth in the Pension Plan, the ESOP, the Savings Plan and the Deferred Compensation 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 -3-

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 Board of Directors. 3.2 Powers. The Board of Directors 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. It shall 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 Board of Directors. (a) The Board of Directors is responsible for the daily administration of the Plan. It may appoint other persons or entities to perform any of its fiduciary functions. The Board of -4-

Directors 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 Board of Directors 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 Board of Directors 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 Board of Directors. (c) The Board of Directors 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 of 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 -5-

be required by law; and doing such other acts necessary for the proper administration of the Plan. The Board of Directors shall keep a record of all of its proceedings and acts, and shall keep all such books of account, records

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 Board of Directors. 3.2 Powers. The Board of Directors 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. It shall 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 Board of Directors. (a) The Board of Directors is responsible for the daily administration of the Plan. It may appoint other persons or entities to perform any of its fiduciary functions. The Board of -4-

Directors 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 Board of Directors 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 Board of Directors 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 Board of Directors. (c) The Board of Directors 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 of 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 -5-

be required by law; and doing such other acts necessary for the proper administration of the Plan. The Board of Directors 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 Board of Directors 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 Board of Directors 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 Board of Directors. No member of the Board of Directors who is also an Employee of the Company shall receive any compensation from the Plan for his services in administering the Plan. ARTICLE IV ELIGIBILITY 4.1 Eligibility Requirements. All Employees (a) who are determined eligible to participate in accordance with Section 4.2, (b) whose benefits under the Pension Plan of the Company are -6-

limited by the limitations set forth in Sections 401(a)(17) or 415 of the Code, (c) for whom contributions by the Company to the Savings Plan are limited by the limitations set forth in Sections

Directors 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 Board of Directors 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 Board of Directors 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 Board of Directors. (c) The Board of Directors 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 of 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 -5-

be required by law; and doing such other acts necessary for the proper administration of the Plan. The Board of Directors 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 Board of Directors 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 Board of Directors 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 Board of Directors. No member of the Board of Directors who is also an Employee of the Company shall receive any compensation from the Plan for his services in administering the Plan. ARTICLE IV ELIGIBILITY 4.1 Eligibility Requirements. All Employees (a) who are determined eligible to participate in accordance with Section 4.2, (b) whose benefits under the Pension Plan of the Company are -6-

limited by the limitations set forth in Sections 401(a)(17) or 415 of the Code, (c) for whom contributions by the Company to the Savings Plan are limited by the limitations set forth in Sections 401(a)(17), 401(k), 401(m), 402(g) or 415 of the Code, (d) for whom contributions by the Company to the ESOP are limited by the limitations set forth in Sections 401(a)(17) or 415 of the Code or (e) who after December 31, 1995, make deferrals under the Deferred Compensation Plan, shall be eligible to receive benefits under the Plan. 4.2 Determination of Eligibility. The Board of Directors 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 Board of Directors shall be authorized to rescind the eligibility of any Participant if necessary to insure 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. -7-

ARTICLE V BENEFITS 5.1 Pension Benefit. (a) If a Participant has Accredited Service with respect to the Pension Plan of the Company, but not with respect to the Pension Plan of any Affiliated Employer, he shall be entitled to a Pension Benefit equal to that portion of his

be required by law; and doing such other acts necessary for the proper administration of the Plan. The Board of Directors 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 Board of Directors 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 Board of Directors 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 Board of Directors. No member of the Board of Directors who is also an Employee of the Company shall receive any compensation from the Plan for his services in administering the Plan. ARTICLE IV ELIGIBILITY 4.1 Eligibility Requirements. All Employees (a) who are determined eligible to participate in accordance with Section 4.2, (b) whose benefits under the Pension Plan of the Company are -6-

limited by the limitations set forth in Sections 401(a)(17) or 415 of the Code, (c) for whom contributions by the Company to the Savings Plan are limited by the limitations set forth in Sections 401(a)(17), 401(k), 401(m), 402(g) or 415 of the Code, (d) for whom contributions by the Company to the ESOP are limited by the limitations set forth in Sections 401(a)(17) or 415 of the Code or (e) who after December 31, 1995, make deferrals under the Deferred Compensation Plan, shall be eligible to receive benefits under the Plan. 4.2 Determination of Eligibility. The Board of Directors 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 Board of Directors shall be authorized to rescind the eligibility of any Participant if necessary to insure 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. -7-

ARTICLE V BENEFITS 5.1 Pension Benefit. (a) If a Participant has Accredited Service with respect to the Pension Plan of the Company, but not with respect to the Pension Plan of any Affiliated Employer, he shall be entitled to a Pension Benefit equal to that portion of his Retirement Income under the Pension Plan of the Company which is not payable under such Pension Plan as a result of the limitations imposed by Sections 401(a)(17), 415(b), or 415(e) of the Code. (b) If a Participant has Accredited Service with respect to the Pension Plan of the Company and with respect to the Pension Plan of one or more Affiliated Employers, his Pension Benefit payable by the Company, and any Affiliated Employer(s) shall be equal to that portion of his combined Retirement Income under each Pension Plan which is not payable under any of such Pension Plans as a result of the limitations described by Sections 401(a) (17), 415(b), or 415(e) of the Code, multiplied by a fraction, the sum of the individual fractions not to exceed one (1), the numerator of which is his years of Accredited Service under the Pension Plan of the Company or any Affiliated Employer(s) and the denominator which is his total years of Accredited Service -8-

under the Pension Plans of the Company and any Affiliated Employer(s). (c) For purposes of this Section 5.1, the Pension Benefit of a Participant shall be calculated based on the Participant's Earnings that are considered under the Pension Plan of the Company in calculating his Retirement Income, without regard to the limitation of Section 401(a)(17) of the Code, including any portion of his

limited by the limitations set forth in Sections 401(a)(17) or 415 of the Code, (c) for whom contributions by the Company to the Savings Plan are limited by the limitations set forth in Sections 401(a)(17), 401(k), 401(m), 402(g) or 415 of the Code, (d) for whom contributions by the Company to the ESOP are limited by the limitations set forth in Sections 401(a)(17) or 415 of the Code or (e) who after December 31, 1995, make deferrals under the Deferred Compensation Plan, shall be eligible to receive benefits under the Plan. 4.2 Determination of Eligibility. The Board of Directors 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 Board of Directors shall be authorized to rescind the eligibility of any Participant if necessary to insure 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. -7-

ARTICLE V BENEFITS 5.1 Pension Benefit. (a) If a Participant has Accredited Service with respect to the Pension Plan of the Company, but not with respect to the Pension Plan of any Affiliated Employer, he shall be entitled to a Pension Benefit equal to that portion of his Retirement Income under the Pension Plan of the Company which is not payable under such Pension Plan as a result of the limitations imposed by Sections 401(a)(17), 415(b), or 415(e) of the Code. (b) If a Participant has Accredited Service with respect to the Pension Plan of the Company and with respect to the Pension Plan of one or more Affiliated Employers, his Pension Benefit payable by the Company, and any Affiliated Employer(s) shall be equal to that portion of his combined Retirement Income under each Pension Plan which is not payable under any of such Pension Plans as a result of the limitations described by Sections 401(a) (17), 415(b), or 415(e) of the Code, multiplied by a fraction, the sum of the individual fractions not to exceed one (1), the numerator of which is his years of Accredited Service under the Pension Plan of the Company or any Affiliated Employer(s) and the denominator which is his total years of Accredited Service -8-

under the Pension Plans of the Company and any Affiliated Employer(s). (c) For purposes of this Section 5.1, the Pension Benefit of a Participant shall be calculated based on the Participant's Earnings that are considered under the Pension Plan of the Company in calculating his Retirement Income, without regard to the limitation of Section 401(a)(17) of the Code, including any portion of his compensation he may have elected to defer under the Deferred Compensation Plan but excluding Incentive Pay he deferred under such Deferred Compensation Plan. (d) To the extent that a Participant's Retirement Income under a Pension Plan is recalculated as a result of an amendment to such Pension Plan in order to increase the amount of his Retirement Income, the Participant's Pension Benefit shall also be recalculated in order to properly reflect such increase in determining payments of the Participant's Pension Benefit made on or after the effective date of such increase. 5.2 Non-Pension Benefit. (a) A Participant shall be entitled to a Non-Pension Benefit which is determined under this Section 5.2. An Account shall be established for the Participant by the Company, as of his initial Plan Year of participation in the Plan. Each Plan Year -9-

such Account shall be credited with an amount equal to the amount that the Company is prohibited from contributing (1) to the Savings Plan on behalf of the Participant as a result of the limitations imposed by Sections 401(a)(17), 401(k), 401(m), 402(g), 415(c), or 415(e) of the Code and (2) to the ESOP on behalf of the Participant as a result of the limitations imposed by Sections 401(a)(17), 415(c), or 415(e) of the Code.

ARTICLE V BENEFITS 5.1 Pension Benefit. (a) If a Participant has Accredited Service with respect to the Pension Plan of the Company, but not with respect to the Pension Plan of any Affiliated Employer, he shall be entitled to a Pension Benefit equal to that portion of his Retirement Income under the Pension Plan of the Company which is not payable under such Pension Plan as a result of the limitations imposed by Sections 401(a)(17), 415(b), or 415(e) of the Code. (b) If a Participant has Accredited Service with respect to the Pension Plan of the Company and with respect to the Pension Plan of one or more Affiliated Employers, his Pension Benefit payable by the Company, and any Affiliated Employer(s) shall be equal to that portion of his combined Retirement Income under each Pension Plan which is not payable under any of such Pension Plans as a result of the limitations described by Sections 401(a) (17), 415(b), or 415(e) of the Code, multiplied by a fraction, the sum of the individual fractions not to exceed one (1), the numerator of which is his years of Accredited Service under the Pension Plan of the Company or any Affiliated Employer(s) and the denominator which is his total years of Accredited Service -8-

under the Pension Plans of the Company and any Affiliated Employer(s). (c) For purposes of this Section 5.1, the Pension Benefit of a Participant shall be calculated based on the Participant's Earnings that are considered under the Pension Plan of the Company in calculating his Retirement Income, without regard to the limitation of Section 401(a)(17) of the Code, including any portion of his compensation he may have elected to defer under the Deferred Compensation Plan but excluding Incentive Pay he deferred under such Deferred Compensation Plan. (d) To the extent that a Participant's Retirement Income under a Pension Plan is recalculated as a result of an amendment to such Pension Plan in order to increase the amount of his Retirement Income, the Participant's Pension Benefit shall also be recalculated in order to properly reflect such increase in determining payments of the Participant's Pension Benefit made on or after the effective date of such increase. 5.2 Non-Pension Benefit. (a) A Participant shall be entitled to a Non-Pension Benefit which is determined under this Section 5.2. An Account shall be established for the Participant by the Company, as of his initial Plan Year of participation in the Plan. Each Plan Year -9-

such Account shall be credited with an amount equal to the amount that the Company is prohibited from contributing (1) to the Savings Plan on behalf of the Participant as a result of the limitations imposed by Sections 401(a)(17), 401(k), 401(m), 402(g), 415(c), or 415(e) of the Code and (2) to the ESOP on behalf of the Participant as a result of the limitations imposed by Sections 401(a)(17), 415(c), or 415(e) of the Code. (b) For purposes of this Section 5.2, the Non-Pension Benefit of a Participant shall be calculated based on the Participant's compensation that would have been considered in calculating allocations to his accounts under the Savings Plan and ESOP, without regard to the limitations of Section 401(a)(17) or Section 402(g) of the Code, including any portion of his compensation he may have elected to defer under the Deferred Compensation Plan but excluding Incentive Pay he deferred under the Deferred Compensation Plan. (c) All amounts so credited to the Account of the Participant shall be deemed to be invested in the Common Stock at the same time that such amounts would have been so invested if they had been contributed by the Company to the Savings Plan or the ESOP, as the case may be. In addition, such Account shall be -10-

credited with respect to shares of Common Stock allocated to the Participant's Account as follows: (1) In the case of cash dividends, such additional shares as could be purchased with the dividends which would have been payable if the credited shares had been outstanding;

under the Pension Plans of the Company and any Affiliated Employer(s). (c) For purposes of this Section 5.1, the Pension Benefit of a Participant shall be calculated based on the Participant's Earnings that are considered under the Pension Plan of the Company in calculating his Retirement Income, without regard to the limitation of Section 401(a)(17) of the Code, including any portion of his compensation he may have elected to defer under the Deferred Compensation Plan but excluding Incentive Pay he deferred under such Deferred Compensation Plan. (d) To the extent that a Participant's Retirement Income under a Pension Plan is recalculated as a result of an amendment to such Pension Plan in order to increase the amount of his Retirement Income, the Participant's Pension Benefit shall also be recalculated in order to properly reflect such increase in determining payments of the Participant's Pension Benefit made on or after the effective date of such increase. 5.2 Non-Pension Benefit. (a) A Participant shall be entitled to a Non-Pension Benefit which is determined under this Section 5.2. An Account shall be established for the Participant by the Company, as of his initial Plan Year of participation in the Plan. Each Plan Year -9-

such Account shall be credited with an amount equal to the amount that the Company is prohibited from contributing (1) to the Savings Plan on behalf of the Participant as a result of the limitations imposed by Sections 401(a)(17), 401(k), 401(m), 402(g), 415(c), or 415(e) of the Code and (2) to the ESOP on behalf of the Participant as a result of the limitations imposed by Sections 401(a)(17), 415(c), or 415(e) of the Code. (b) For purposes of this Section 5.2, the Non-Pension Benefit of a Participant shall be calculated based on the Participant's compensation that would have been considered in calculating allocations to his accounts under the Savings Plan and ESOP, without regard to the limitations of Section 401(a)(17) or Section 402(g) of the Code, including any portion of his compensation he may have elected to defer under the Deferred Compensation Plan but excluding Incentive Pay he deferred under the Deferred Compensation Plan. (c) All amounts so credited to the Account of the Participant shall be deemed to be invested in the Common Stock at the same time that such amounts would have been so invested if they had been contributed by the Company to the Savings Plan or the ESOP, as the case may be. In addition, such Account shall be -10-

credited with respect to shares of Common Stock allocated to the Participant's Account as follows: (1) In the case of cash dividends, such additional shares as could be purchased with the dividends which would have been payable if the credited shares had been outstanding; (2) In the case of dividends payable in property other than cash or Common Stock, such additional shares as could be purchased with the fair market value of the property which would have been payable if the credited shares had been outstanding; or (3) 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. (d) As soon as practicable following the first day of his eligibility to have benefits credited to his Account, a Participant shall designate in writing on a form to be prescribed by the Company the method of payment of his Account, which shall be the payment of a single lump sum or a series of annual installments not to exceed twenty (20). The method of distribution initially designated by a Participant shall not be revoked and shall govern the distribution of each Account established for the benefit of the Participant by the Company. Notwithstanding, in the sole -11-

discretion of the Board of Directors upon application by the Participant, the method of distribution designated by such Participant may be modified not prior to 395 days nor later than 365 days prior to a Participant's date of separation from service in order to change the form of distribution of his Account in accordance with the terms of

such Account shall be credited with an amount equal to the amount that the Company is prohibited from contributing (1) to the Savings Plan on behalf of the Participant as a result of the limitations imposed by Sections 401(a)(17), 401(k), 401(m), 402(g), 415(c), or 415(e) of the Code and (2) to the ESOP on behalf of the Participant as a result of the limitations imposed by Sections 401(a)(17), 415(c), or 415(e) of the Code. (b) For purposes of this Section 5.2, the Non-Pension Benefit of a Participant shall be calculated based on the Participant's compensation that would have been considered in calculating allocations to his accounts under the Savings Plan and ESOP, without regard to the limitations of Section 401(a)(17) or Section 402(g) of the Code, including any portion of his compensation he may have elected to defer under the Deferred Compensation Plan but excluding Incentive Pay he deferred under the Deferred Compensation Plan. (c) All amounts so credited to the Account of the Participant shall be deemed to be invested in the Common Stock at the same time that such amounts would have been so invested if they had been contributed by the Company to the Savings Plan or the ESOP, as the case may be. In addition, such Account shall be -10-

credited with respect to shares of Common Stock allocated to the Participant's Account as follows: (1) In the case of cash dividends, such additional shares as could be purchased with the dividends which would have been payable if the credited shares had been outstanding; (2) In the case of dividends payable in property other than cash or Common Stock, such additional shares as could be purchased with the fair market value of the property which would have been payable if the credited shares had been outstanding; or (3) 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. (d) As soon as practicable following the first day of his eligibility to have benefits credited to his Account, a Participant shall designate in writing on a form to be prescribed by the Company the method of payment of his Account, which shall be the payment of a single lump sum or a series of annual installments not to exceed twenty (20). The method of distribution initially designated by a Participant shall not be revoked and shall govern the distribution of each Account established for the benefit of the Participant by the Company. Notwithstanding, in the sole -11-

discretion of the Board of Directors upon application by the Participant, the method of distribution designated by such Participant may be modified not prior to 395 days nor later than 365 days prior to a Participant's date of separation from service in order to change the form of distribution of his Account in accordance with the terms of the Plan. Each Participant, his Beneficiary, and legal representative shall be bound as to any action taken pursuant to the method of distribution elected by a Participant and the terms of the Plan. 5.3 Distribution of Benefits. (a) The Pension Benefit, as determined in accordance with Section 5.1, shall be payable in monthly increments on the first day of the month concurrently with and in the same manner as the Participant's Retirement Income under the Pension Plan. The Beneficiary of a Participant's Pension Benefit shall be the same as the beneficiary of the Participant's Retirement Income under the Pension Plan. (b) When a Participant terminates his employment with the Company, said Participant shall be entitled to receive the market value of any shares of Common Stock (and fractions thereof) reflected in any Account maintained by the Company for his benefit under the Plan in a single lump sum distribution or annual -12-

installments not to exceed twenty (20). Such distribution shall be made not later than sixty (60) days following the close of the calendar quarter in which his termination of employment occurs, or as soon as reasonably practicable thereafter. The transfer by a Participant between companies within The Southern Company shall not be deemed

credited with respect to shares of Common Stock allocated to the Participant's Account as follows: (1) In the case of cash dividends, such additional shares as could be purchased with the dividends which would have been payable if the credited shares had been outstanding; (2) In the case of dividends payable in property other than cash or Common Stock, such additional shares as could be purchased with the fair market value of the property which would have been payable if the credited shares had been outstanding; or (3) 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. (d) As soon as practicable following the first day of his eligibility to have benefits credited to his Account, a Participant shall designate in writing on a form to be prescribed by the Company the method of payment of his Account, which shall be the payment of a single lump sum or a series of annual installments not to exceed twenty (20). The method of distribution initially designated by a Participant shall not be revoked and shall govern the distribution of each Account established for the benefit of the Participant by the Company. Notwithstanding, in the sole -11-

discretion of the Board of Directors upon application by the Participant, the method of distribution designated by such Participant may be modified not prior to 395 days nor later than 365 days prior to a Participant's date of separation from service in order to change the form of distribution of his Account in accordance with the terms of the Plan. Each Participant, his Beneficiary, and legal representative shall be bound as to any action taken pursuant to the method of distribution elected by a Participant and the terms of the Plan. 5.3 Distribution of Benefits. (a) The Pension Benefit, as determined in accordance with Section 5.1, shall be payable in monthly increments on the first day of the month concurrently with and in the same manner as the Participant's Retirement Income under the Pension Plan. The Beneficiary of a Participant's Pension Benefit shall be the same as the beneficiary of the Participant's Retirement Income under the Pension Plan. (b) When a Participant terminates his employment with the Company, said Participant shall be entitled to receive the market value of any shares of Common Stock (and fractions thereof) reflected in any Account maintained by the Company for his benefit under the Plan in a single lump sum distribution or annual -12-

installments not to exceed twenty (20). Such distribution shall be made not later than sixty (60) days following the close of the calendar quarter in which his termination of employment occurs, or as soon as reasonably practicable thereafter. The transfer by a Participant between companies within The Southern Company shall not be deemed to be a termination of employment with the Company. No portion of a Participant's Account shall be distributed in Common Stock. (c) In the event a Participant elects to receive the distribution of his Account in annual installments, the first payment shall be made not later than sixty (60) days following the close of the calendar quarter in which his termination of employment occurs, or as soon as reasonably practicable thereafter, and shall be an amount equal to the balance in the Participant's Account divided by the number of annual installment payments. Each subsequent annual payment shall be an amount equal to the balance in the Participant's Account divided by the number of the remaining annual payments and shall be due on the anniversary of the preceding payment date. No portion of a Participant's Account shall be distributed in Common Stock. (d) Upon the death of a Participant, or a former Participant prior to the payment of all amounts credited to said -13-

Participant's Account, the unpaid balance shall be paid in the sole discretion of the Board of Directors (1) in a lump sum to the designated Beneficiary of a Participant or former Participant within sixty (60) days following the close of the calendar quarter in which the Board of Directors is provided evidence of the Participant's death (or as soon as reasonably practicable thereafter) or (2) in accordance with the distribution method chosen by such Participant or former Participant. The Beneficiary designation may be changed by the Participant or former

discretion of the Board of Directors upon application by the Participant, the method of distribution designated by such Participant may be modified not prior to 395 days nor later than 365 days prior to a Participant's date of separation from service in order to change the form of distribution of his Account in accordance with the terms of the Plan. Each Participant, his Beneficiary, and legal representative shall be bound as to any action taken pursuant to the method of distribution elected by a Participant and the terms of the Plan. 5.3 Distribution of Benefits. (a) The Pension Benefit, as determined in accordance with Section 5.1, shall be payable in monthly increments on the first day of the month concurrently with and in the same manner as the Participant's Retirement Income under the Pension Plan. The Beneficiary of a Participant's Pension Benefit shall be the same as the beneficiary of the Participant's Retirement Income under the Pension Plan. (b) When a Participant terminates his employment with the Company, said Participant shall be entitled to receive the market value of any shares of Common Stock (and fractions thereof) reflected in any Account maintained by the Company for his benefit under the Plan in a single lump sum distribution or annual -12-

installments not to exceed twenty (20). Such distribution shall be made not later than sixty (60) days following the close of the calendar quarter in which his termination of employment occurs, or as soon as reasonably practicable thereafter. The transfer by a Participant between companies within The Southern Company shall not be deemed to be a termination of employment with the Company. No portion of a Participant's Account shall be distributed in Common Stock. (c) In the event a Participant elects to receive the distribution of his Account in annual installments, the first payment shall be made not later than sixty (60) days following the close of the calendar quarter in which his termination of employment occurs, or as soon as reasonably practicable thereafter, and shall be an amount equal to the balance in the Participant's Account divided by the number of annual installment payments. Each subsequent annual payment shall be an amount equal to the balance in the Participant's Account divided by the number of the remaining annual payments and shall be due on the anniversary of the preceding payment date. No portion of a Participant's Account shall be distributed in Common Stock. (d) Upon the death of a Participant, or a former Participant prior to the payment of all amounts credited to said -13-

Participant's Account, the unpaid balance shall be paid in the sole discretion of the Board of Directors (1) in a lump sum to the designated Beneficiary of a Participant or former Participant within sixty (60) days following the close of the calendar quarter in which the Board of Directors is provided evidence of the Participant's death (or as soon as reasonably practicable thereafter) or (2) in accordance with the distribution method chosen by such Participant or former Participant. The Beneficiary designation may be changed by the Participant or former Participant at any time without the consent of the prior Beneficiary. In the event a Beneficiary designation is not on file or the designated Beneficiary is deceased or cannot be located, payment will be made to the estate of the Participant or former Participant. No portion of a Participant's Account shall be distributed in Common Stock. (e) Upon the total disability of a Participant or former Participant, as determined by the Social Security Administration, the unpaid balance of his Account shall be paid in the sole discretion of the Board of Directors (1) in a lump sum to the Participant or former Participant, or his legal representative within sixty (60) days following the notification of the Board of Directors of the determination of disability by the Social Security Administration (or as soon as reasonably practicable thereafter) or -14-

(2) in accordance with the distribution method elected by such Participant or former Participant. No portion of a Participant's Account shall be distributed in Common Stock. (f) The Board of Directors in its sole discretion upon application made by the Participant, a designated Beneficiary, or their legal representative, may determine to accelerate payments or, in the event of death or total disability (as determined by Social Security Administration), to extend or otherwise make payments in a manner different from the manner in which such payment would be made under the method of distribution elected by the

installments not to exceed twenty (20). Such distribution shall be made not later than sixty (60) days following the close of the calendar quarter in which his termination of employment occurs, or as soon as reasonably practicable thereafter. The transfer by a Participant between companies within The Southern Company shall not be deemed to be a termination of employment with the Company. No portion of a Participant's Account shall be distributed in Common Stock. (c) In the event a Participant elects to receive the distribution of his Account in annual installments, the first payment shall be made not later than sixty (60) days following the close of the calendar quarter in which his termination of employment occurs, or as soon as reasonably practicable thereafter, and shall be an amount equal to the balance in the Participant's Account divided by the number of annual installment payments. Each subsequent annual payment shall be an amount equal to the balance in the Participant's Account divided by the number of the remaining annual payments and shall be due on the anniversary of the preceding payment date. No portion of a Participant's Account shall be distributed in Common Stock. (d) Upon the death of a Participant, or a former Participant prior to the payment of all amounts credited to said -13-

Participant's Account, the unpaid balance shall be paid in the sole discretion of the Board of Directors (1) in a lump sum to the designated Beneficiary of a Participant or former Participant within sixty (60) days following the close of the calendar quarter in which the Board of Directors is provided evidence of the Participant's death (or as soon as reasonably practicable thereafter) or (2) in accordance with the distribution method chosen by such Participant or former Participant. The Beneficiary designation may be changed by the Participant or former Participant at any time without the consent of the prior Beneficiary. In the event a Beneficiary designation is not on file or the designated Beneficiary is deceased or cannot be located, payment will be made to the estate of the Participant or former Participant. No portion of a Participant's Account shall be distributed in Common Stock. (e) Upon the total disability of a Participant or former Participant, as determined by the Social Security Administration, the unpaid balance of his Account shall be paid in the sole discretion of the Board of Directors (1) in a lump sum to the Participant or former Participant, or his legal representative within sixty (60) days following the notification of the Board of Directors of the determination of disability by the Social Security Administration (or as soon as reasonably practicable thereafter) or -14-

(2) in accordance with the distribution method elected by such Participant or former Participant. No portion of a Participant's Account shall be distributed in Common Stock. (f) The Board of Directors in its sole discretion upon application made by the Participant, a designated Beneficiary, or their legal representative, may determine to accelerate payments or, in the event of death or total disability (as determined by Social Security Administration), to extend or otherwise make payments in a manner different from the manner in which such payment would be made under the method of distribution elected by the Participant in the absence of such determination. 5.4 Funding of Benefits. The Company maintaining an Account for the benefit of a Participant 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. Notwithstanding that a Participant shall be entitled to receive the balance of his Account under the Plan, the assets from which such amount shall be paid at all times remain subject to the claims of the creditors of the Company. 5.5 Withholding. There shall be deducted from the payment of any Pension Benefit or Non-Pension Benefit due under the Plan the amount of any tax required by any governmental authority to be -15-

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,

Participant's Account, the unpaid balance shall be paid in the sole discretion of the Board of Directors (1) in a lump sum to the designated Beneficiary of a Participant or former Participant within sixty (60) days following the close of the calendar quarter in which the Board of Directors is provided evidence of the Participant's death (or as soon as reasonably practicable thereafter) or (2) in accordance with the distribution method chosen by such Participant or former Participant. The Beneficiary designation may be changed by the Participant or former Participant at any time without the consent of the prior Beneficiary. In the event a Beneficiary designation is not on file or the designated Beneficiary is deceased or cannot be located, payment will be made to the estate of the Participant or former Participant. No portion of a Participant's Account shall be distributed in Common Stock. (e) Upon the total disability of a Participant or former Participant, as determined by the Social Security Administration, the unpaid balance of his Account shall be paid in the sole discretion of the Board of Directors (1) in a lump sum to the Participant or former Participant, or his legal representative within sixty (60) days following the notification of the Board of Directors of the determination of disability by the Social Security Administration (or as soon as reasonably practicable thereafter) or -14-

(2) in accordance with the distribution method elected by such Participant or former Participant. No portion of a Participant's Account shall be distributed in Common Stock. (f) The Board of Directors in its sole discretion upon application made by the Participant, a designated Beneficiary, or their legal representative, may determine to accelerate payments or, in the event of death or total disability (as determined by Social Security Administration), to extend or otherwise make payments in a manner different from the manner in which such payment would be made under the method of distribution elected by the Participant in the absence of such determination. 5.4 Funding of Benefits. The Company maintaining an Account for the benefit of a Participant 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. Notwithstanding that a Participant shall be entitled to receive the balance of his Account under the Plan, the assets from which such amount shall be paid at all times remain subject to the claims of the creditors of the Company. 5.5 Withholding. There shall be deducted from the payment of any Pension Benefit or Non-Pension Benefit due under the Plan the amount of any tax required by any governmental authority to be -15-

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 Pension Benefit or Non-Pension 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 the Company and a Participant, nor shall it limit the right of the Company to suspend, terminate, alter, or modify, whether or -16-

not for cause, the employment relationship between the Company and a Participant. 6.4 Construction. This Plan shall be construed in accordance with and governed by the laws of the State of Florida, to the extent such laws are not otherwise superseded by the laws of the United States.

(2) in accordance with the distribution method elected by such Participant or former Participant. No portion of a Participant's Account shall be distributed in Common Stock. (f) The Board of Directors in its sole discretion upon application made by the Participant, a designated Beneficiary, or their legal representative, may determine to accelerate payments or, in the event of death or total disability (as determined by Social Security Administration), to extend or otherwise make payments in a manner different from the manner in which such payment would be made under the method of distribution elected by the Participant in the absence of such determination. 5.4 Funding of Benefits. The Company maintaining an Account for the benefit of a Participant 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. Notwithstanding that a Participant shall be entitled to receive the balance of his Account under the Plan, the assets from which such amount shall be paid at all times remain subject to the claims of the creditors of the Company. 5.5 Withholding. There shall be deducted from the payment of any Pension Benefit or Non-Pension Benefit due under the Plan the amount of any tax required by any governmental authority to be -15-

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 Pension Benefit or Non-Pension 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 the Company and a Participant, nor shall it limit the right of the Company to suspend, terminate, alter, or modify, whether or -16-

not for cause, the employment relationship between the Company and a Participant. 6.4 Construction. This Plan shall be construed in accordance with and governed by the laws of the State of Florida, 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 Gulf Power Company, pursuant to resolutions of the Board of Directors of Gulf Power Company, this day of , 1996. GULF POWER COMPANY (CORPORATE SEAL) By: Attest: -17-

Exhibit 10(e)21

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 Pension Benefit or Non-Pension 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 the Company and a Participant, nor shall it limit the right of the Company to suspend, terminate, alter, or modify, whether or -16-

not for cause, the employment relationship between the Company and a Participant. 6.4 Construction. This Plan shall be construed in accordance with and governed by the laws of the State of Florida, 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 Gulf Power Company, pursuant to resolutions of the Board of Directors of Gulf Power Company, this day of , 1996. GULF POWER COMPANY (CORPORATE SEAL) By: Attest: -17-

Exhibit 10(e)21 SUPPLEMENTAL BENEFIT PLAN FOR MISSISSIPPI POWER COMPANY January 1, 1996

SUPPLEMENTAL BENEFIT PLAN FOR MISSISSIPPI POWER COMPANY
Page 1 1 1 1

ARTICLE I - PURPOSE AND ADOPTION OF PLAN . . . . . . . . . . . . . 1.1 Adoption . . . . . . . . . . . . . . . . 1.2 Purpose. . . . . . . . . . . . . . . . . ARTICLE II - DEFINITIONS . . . . . . . . . . . . . . . . . . . . .

not for cause, the employment relationship between the Company and a Participant. 6.4 Construction. This Plan shall be construed in accordance with and governed by the laws of the State of Florida, 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 Gulf Power Company, pursuant to resolutions of the Board of Directors of Gulf Power Company, this day of , 1996. GULF POWER COMPANY (CORPORATE SEAL) By: Attest: -17-

Exhibit 10(e)21 SUPPLEMENTAL BENEFIT PLAN FOR MISSISSIPPI POWER COMPANY January 1, 1996

SUPPLEMENTAL BENEFIT PLAN FOR MISSISSIPPI POWER COMPANY
Page 1 1 1 1 1 2 2 2 2 2 2 2 2 2 3 3 3 3

ARTICLE I - PURPOSE AND ADOPTION OF PLAN . . . . . . . . . . . . . 1.1 Adoption . . . . . . . . . . . . . . . . 1.2 Purpose. . . . . . . . . . . . . . . . . ARTICLE II - DEFINITIONS . . . . . . . . . . . . . . . . . . . . . 2.1 2.2 2.3 2.4 2.5 2.6 2.7 2.8 2.9 2.10 2.11 2.12 2.13 2.14 Account. . . . . . . . . . Affiliated Employer. . . . Beneficiary. . . . . . . . Board of Directors . . . . Code . . . . . . . . . . . Common Stock . . . . . . . Company. . . . . . . . . . Deferred Compensation Plan Effective Date . . . . . . Employee . . . . . . . . . ESOP . . . . . . . . . . . Non-Pension Benefit. . . . Participant. . . . . . . . Pension Benefit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

-i2.15 2.16 2.17 2.18 Pension Plan . . . . . . . . . . . . . . Plan . . . . . . . . . . . . . . . . . . Plan Year. . . . . . . . . . . . . . . . Savings Plan. . . . . . . . . . . . . . 3 3 3 3 4

ARTICLE III - ADMINISTRATION OF PLAN . . . . . . . . . . . . . . .

Exhibit 10(e)21 SUPPLEMENTAL BENEFIT PLAN FOR MISSISSIPPI POWER COMPANY January 1, 1996

SUPPLEMENTAL BENEFIT PLAN FOR MISSISSIPPI POWER COMPANY
Page 1 1 1 1 1 2 2 2 2 2 2 2 2 2 3 3 3 3

ARTICLE I - PURPOSE AND ADOPTION OF PLAN . . . . . . . . . . . . . 1.1 Adoption . . . . . . . . . . . . . . . . 1.2 Purpose. . . . . . . . . . . . . . . . . ARTICLE II - DEFINITIONS . . . . . . . . . . . . . . . . . . . . . 2.1 2.2 2.3 2.4 2.5 2.6 2.7 2.8 2.9 2.10 2.11 2.12 2.13 2.14 Account. . . . . . . . . . Affiliated Employer. . . . Beneficiary. . . . . . . . Board of Directors . . . . Code . . . . . . . . . . . Common Stock . . . . . . . Company. . . . . . . . . . Deferred Compensation Plan Effective Date . . . . . . Employee . . . . . . . . . ESOP . . . . . . . . . . . Non-Pension Benefit. . . . Participant. . . . . . . . Pension Benefit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

-i2.15 2.16 2.17 2.18 Pension Plan . . . . . . . . . . . . . . Plan . . . . . . . . . . . . . . . . . . Plan Year. . . . . . . . . . . . . . . . Savings Plan. . . . . . . . . . . . . . 3 3 3 3 4 4 4 4 6

ARTICLE III - ADMINISTRATION OF PLAN . . . . . . . . . . . . . . . 3.1 Administrator. . . . . . . . . . . . . . 3.2 Powers . . . . . . . . . . . . . . . . . 3.3 Duties of the Board of Directors. . . . . . . . . . . . . . . 3.4 Indemnification. . . . . . . . . . . . .

ARTICLE IV - ELIGIBILITY . . . . . . . . . . . . . . . . . . . . . 4.1 Eligibility Requirements . . . . . . . . 4.2 Determination of Eligibility . . . . . .

6 6 7

ARTICLE V - BENEFITS . . . . . . . . . . . . . . . . . . . . . . . 5.1 5.2 5.3 5.4 5.5 Pension Benefit. . . . . Non-Pension Benefit. . . Distribution of Benefits Funding of Benefits. . . Withholding. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8 8 9 12 15 15

SUPPLEMENTAL BENEFIT PLAN FOR MISSISSIPPI POWER COMPANY
Page 1 1 1 1 1 2 2 2 2 2 2 2 2 2 3 3 3 3

ARTICLE I - PURPOSE AND ADOPTION OF PLAN . . . . . . . . . . . . . 1.1 Adoption . . . . . . . . . . . . . . . . 1.2 Purpose. . . . . . . . . . . . . . . . . ARTICLE II - DEFINITIONS . . . . . . . . . . . . . . . . . . . . . 2.1 2.2 2.3 2.4 2.5 2.6 2.7 2.8 2.9 2.10 2.11 2.12 2.13 2.14 Account. . . . . . . . . . Affiliated Employer. . . . Beneficiary. . . . . . . . Board of Directors . . . . Code . . . . . . . . . . . Common Stock . . . . . . . Company. . . . . . . . . . Deferred Compensation Plan Effective Date . . . . . . Employee . . . . . . . . . ESOP . . . . . . . . . . . Non-Pension Benefit. . . . Participant. . . . . . . . Pension Benefit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

-i2.15 2.16 2.17 2.18 Pension Plan . . . . . . . . . . . . . . Plan . . . . . . . . . . . . . . . . . . Plan Year. . . . . . . . . . . . . . . . Savings Plan. . . . . . . . . . . . . . 3 3 3 3 4 4 4 4 6

ARTICLE III - ADMINISTRATION OF PLAN . . . . . . . . . . . . . . . 3.1 Administrator. . . . . . . . . . . . . . 3.2 Powers . . . . . . . . . . . . . . . . . 3.3 Duties of the Board of Directors. . . . . . . . . . . . . . . 3.4 Indemnification. . . . . . . . . . . . .

ARTICLE IV - ELIGIBILITY . . . . . . . . . . . . . . . . . . . . . 4.1 Eligibility Requirements . . . . . . . . 4.2 Determination of Eligibility . . . . . .

6 6 7

ARTICLE V - BENEFITS . . . . . . . . . . . . . . . . . . . . . . . 5.1 5.2 5.3 5.4 5.5 Pension Benefit. . . . . Non-Pension Benefit. . . Distribution of Benefits Funding of Benefits. . . Withholding. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8 8 9 12 15 15

-ii-

ARTICLE VI - MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . 16
6.1 6.2 6.3 6.4 Assignment . . . . . . . . . . . . . . . Amendment and Termination. . . . . . . . No Guarantee of Employment . . . . . . . Construction . . . . . . . . . . . . . . 16 16 16 17

2.15 2.16 2.17 2.18

Pension Plan . . . . . . . . . . . . . . Plan . . . . . . . . . . . . . . . . . . Plan Year. . . . . . . . . . . . . . . . Savings Plan. . . . . . . . . . . . . .

3 3 3 3 4 4 4 4 6

ARTICLE III - ADMINISTRATION OF PLAN . . . . . . . . . . . . . . . 3.1 Administrator. . . . . . . . . . . . . . 3.2 Powers . . . . . . . . . . . . . . . . . 3.3 Duties of the Board of Directors. . . . . . . . . . . . . . . 3.4 Indemnification. . . . . . . . . . . . .

ARTICLE IV - ELIGIBILITY . . . . . . . . . . . . . . . . . . . . . 4.1 Eligibility Requirements . . . . . . . . 4.2 Determination of Eligibility . . . . . .

6 6 7

ARTICLE V - BENEFITS . . . . . . . . . . . . . . . . . . . . . . . 5.1 5.2 5.3 5.4 5.5 Pension Benefit. . . . . Non-Pension Benefit. . . Distribution of Benefits Funding of Benefits. . . Withholding. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8 8 9 12 15 15

-ii-

ARTICLE VI - MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . 16
6.1 6.2 6.3 6.4 Assignment . . . . . . . . . . . . . . . Amendment and Termination. . . . . . . . No Guarantee of Employment . . . . . . . Construction . . . . . . . . . . . . . . 16 16 16 17

-iii-

SUPPLEMENTAL BENEFIT PLAN FOR MISSISSIPPI POWER COMPANY ARTICLE I - PURPOSE AND ADOPTION OF PLAN 1.1 Adoption: Mississippi Power Company hereby adopts and establishes the Supplemental Benefit Plan for Mississippi Power Company. 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 certain retirement and other deferred compensation benefits primarily for a select group of management or highly compensated employees which are not otherwise payable or cannot otherwise be provided by the Company (1) under the Pension Plan for Employees of Mississippi Power Company, The Southern Company Employee Savings Plan, and The Southern Company Employee Stock Ownership Plan, as a result of the limitations set forth under Sections 401(a)(17), 402(g), 401(k), 401(m) or 415 of the Internal Revenue Code of 1986, as amended from time to time and (2) to compensate for lost benefits resulting from participation in The Southern Company Deferred Compensation Plan, as amended from time to time. ARTICLE II DEFINITIONS 2.1 "Account" shall mean the account or accounts established and maintained by the Company to reflect the

ARTICLE VI - MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . 16
6.1 6.2 6.3 6.4 Assignment . . . . . . . . . . . . . . . Amendment and Termination. . . . . . . . No Guarantee of Employment . . . . . . . Construction . . . . . . . . . . . . . . 16 16 16 17

-iii-

SUPPLEMENTAL BENEFIT PLAN FOR MISSISSIPPI POWER COMPANY ARTICLE