SOUTHERN CO
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                              THE SOUTHERN COMPANY
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN








                              Troutman Sanders LLP
                           600 Peachtree Street, N.E.
                        Suite 5200 Bank of America Plaza
                           Atlanta, Georgia 30308-2216
                                 (404) 885-3000

                  Amended and Restated Effective July 10, 2000

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                              THE SOUTHERN COMPANY
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                    ARTICLE I - PURPOSE AND ADOPTION OF PLAN

         1.1 Adoption: Southern Company Services, Inc. hereby adopts The
Southern Company Supplemental Executive Retirement Plan as amended and restated
effective July 10, 2000 (the "Plan"). The Plan was initially established
effective January 1, 1997, and was subsequently amended from time to time
thereafter. The Plan shall be an unfunded deferred compensation arrangement
whose benefits shall be paid solely from the general assets of the Company.

         1.2 Purpose: The Plan is designed to provide deferred compensation
benefits primarily for a select group of management or highly compensated
employees which are not otherwise payable under The Southern Company Pension
Plan as a result of the exclusion of incentive pay from the definition of
earnings set forth under such plan.

                            ARTICLE II - DEFINITIONS

         2.1 "Administrative Committee" shall mean the committee referred to in
Section 3.1 hereof.

         2.2 "Affiliated Employer" shall mean any corporation which is a member
of the controlled group of corporations of which Southern Company is the common
parent corporation which the Board of Directors may from time to time determine
to bring under the Plan and which shall adopt the Plan, and any successor of any
of them. The Affiliated Employers are set forth in Appendix A to the Plan, as
amended from time to time.

         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 "Change in Control Benefit Plan Determination Policy" shall mean
the Change in Control Benefit Plan Determination Policy, as approved by the
Southern Board, as it may be amended from time to time in accordance with the
provisions therein.

         2.6 "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.

         2.7 "Company" shall mean Southern Company Services, Inc.

         2.8 "Effective Date" of this amendment and restatement shall mean July
10, 2000.

         2.9 "Employee" shall mean any person who is employed by an Affiliated
Employer excluding any persons represented by a collective bargaining agent.

         2.10 "Incentive Pay" shall mean all awards earned while an Employee
under any incentive pay plans sponsored by an Affiliated Employer as shall be
determined by the Board of Directors from time to time and set forth in Appendix
B attached hereto, provided such incentive award was earned on or after January
1, 1994. If a person was formerly represented by a collective bargaining agent
with respect to any corporation which is a member of the controlled group of
corporations of which Southern Company is the common parent and such person
subsequently becomes an Employee, incentive awards described in the preceding
sentence shall include awards earned on and after January 1, 1994 while
represented by such collective bargaining agent.

         2.11 "Participant" shall mean an Employee or former Employee of an
Affiliated Employer who is eligible and participates in the Plan pursuant to
Sections 4.1 and 4.2.

         2.12 "Pension Plan" shall mean The Southern Company Pension Plan, as
amended from time to time.

         2.13 "Plan" shall mean The Southern Company Supplemental Executive
Retirement Plan, as amended from time to time.

         2.14 "Plan Year" shall mean the calendar year.

         2.15 "SERP Benefit" shall mean the benefit described in Section 5.1.

         2.16 "Southern Board" shall mean the board of directors of Southern
Company.

         2.17 "Supplemental Pension Benefit" shall mean the pension benefit, if
any, that is payable to a Participant under a group and/or individual
supplemental benefit plan of an Affiliated Employer (as such term is defined
therein).

         2.18 "Trust" shall mean the Southern Company Deferred Compensation
Trust.

         Where the context requires, the definitions of all terms set forth in
the Pension Plan shall apply with equal force and effect for purposes of
interpretation and administration of the Plan, unless said terms are otherwise
specifically defined in the Plan. The masculine pronoun shall be construed to
include the feminine pronoun and the singular shall include the plural, where
the context so requires.


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                      ARTICLE III - ADMINISTRATION OF PLAN

         3.1 Administrator. 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
Comptroller of The Southern Company or any other position or positions that
succeed to the duties of the foregoing positions. Any member may resign or may
be removed by the Board of Directors and new members may be appointed by the
Board of Directors at such time or times as the Board of Directors in its
discretion shall determine. 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 Powers. The Administrative Committee shall administer the Plan in
accordance with its terms and shall have all powers necessary to carry out the
provisions of the Plan more particularly set forth herein. The Administrative
Committee shall have the discretionary authority to interpret the Plan and shall
determine all questions arising in the administration, interpretation and
application of the Plan. Any such determination by it shall be conclusive and
binding on all persons. It may adopt such regulations as it deems desirable for
the conduct of its affairs. It may appoint such accountants, counsel, actuaries,
specialists and other persons as it deems necessary or desirable in connection
with the administration of this Plan, and shall be the agent for the service of
process.

         3.3 Duties of the Administrative Committee.

                  (a) The Administrative Committee is responsible for the daily
administration of the Plan. It may appoint other persons or entities to perform
any of its fiduciary functions. The Administrative Committee and any such
appointee may employ advisors and other persons necessary or convenient to help
it carry out its duties, including its fiduciary duties. The Administrative
Committee shall have the right to remove any such appointee from his position.
Any person, group of persons or entity may serve in more than one fiduciary
capacity.

                  (b) The Administrative Committee shall maintain accurate and
detailed records and accounts of Participants and of their rights under the Plan
and of all receipts, disbursements, transfers and other transactions concerning
the Plan. Such accounts, books and records relating thereto shall be open at all
reasonable times to inspection and audit by persons designated by the
Administrative Committee.

                  (c) The Administrative Committee shall take all steps
necessary to ensure that the Plan complies with the law at all times. These
steps shall include such items as the preparation and filing of all documents
and forms required by any governmental agency; maintaining adequate
Participants' records; recording and transmission of all notices required to be
given to Participants and their Beneficiaries; the receipt and dissemination, if
required, of all reports and information received from an Affiliated Employer;
securing of such fidelity bonds as may be required by law; and doing such other
acts necessary for the proper administration of the Plan. The Administrative
Committee shall keep a record of all of its proceedings and acts, and shall keep
all such books of account, records and other data as may be necessary for proper
administration of the Plan.

         3.4 Indemnification. The Company shall indemnify the Administrative
Committee against any and all claims, losses, damages, expenses and liability
arising from an action or failure to act, except when the same is finally
judicially determined to be due to gross negligence or willful misconduct. The
Company may purchase at its own expense sufficient liability insurance for the
Administrative Committee to cover any and all claims, losses, damages and
expenses arising from any action or failure to act in connection with the
execution of the duties as Administrative Committee. No member of the
Administrative Committee shall receive any compensation from the Plan for his
service as such.

                            ARTICLE IV - ELIGIBILITY

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

         4.2 Determination of Eligibility. The Administrative Committee shall
determine which Employees are eligible to participate. Upon becoming a
Participant, an Employee shall be deemed to have assented to the Plan and to any
amendments hereafter adopted. The Administrative Committee shall be authorized
to rescind the eligibility of any Participant if necessary to ensure that the
Plan is maintained primarily for the purpose of providing deferred compensation
to a select group of management or highly compensated employees under the
Employee Retirement Income Security Act of 1974, as amended.

                              ARTICLE V - BENEFITS

         5.1 SERP Benefit.

         (a) Subject to Article XV of the Pension Plan, a Participant shall be
entitled to a monthly SERP Benefit equal to:

                  (1)      1.70% (1.0% if subject to Article XV of the Pension
                           Plan) of the Participant's Average Monthly Earnings
                           multiplied by his years (and fraction of a year) of
                           Accredited Service to his Retirement Date, death or
                           other termination of service, including a Social
                           Security Offset, as adjusted, if necessary, under the
                           terms of the Pension Plan for commencement prior to
                           the Participant's Normal Retirement Date; less

                  (2)      such Participant's Retirement Income that is payable
                           under the Pension Plan; less

                  (3)      such Participant's Supplemental Pension Benefit.

         (b) For purposes of Section 5.1(a)(1), the Participant's Average
Monthly Earnings shall be calculated based on the Participant's Earnings that
are considered under the Pension Plan in calculating his Retirement Income, but
without regard to the limitation of Section 401(a)(17) of the Code, and
including the following additional amounts:

                  (1)      any portion of such Participant's base pay that he
                           may have elected to defer under The Southern Company
                           Deferred Compensation Plan, but excluding Incentive
                           Pay he deferred under such plan; and

                  (2)      any Incentive Pay which was earned as of the
                           applicable Plan Year in excess of 25% of the
                           Participant's corresponding base pay for the
                           applicable Plan Year determined under this Section
                           5.1(b).

In addition, to determine the Plan Years which produce the highest monthly
average to calculate Average Monthly Earnings under the Plan, a Participant's
Earnings should include those additional amounts provided for in Section 5.1(b).

         (c) For purposes of Section 5.1(a)(1), the Participant's years of
Accredited Service shall include any deemed Accredited Service provided under
the terms of any agreement concerning supplemental pension payments between the
Participant and an Affiliated Employer.

         (d) To the extent that a Participant's Retirement Income under the
Pension Plan is recalculated as a result of an amendment to the Pension Plan in
order to increase the amount of his Retirement Income, the Participant's SERP
Benefit shall also be recalculated in order to properly reflect such increase in
determining payments of the Participant's SERP Benefit made on or after the
effective date of such increase.

         5.2 Distribution of Benefits.

         (a) The SERP Benefit, as determined in accordance with Section 5.1,
shall be payable in monthly increments on the first day of the month
concurrently with the Participant's Retirement Income under the Pension Plan.
The form in which the SERP Benefit is paid will be the same as elected by the
Participant under the Pension Plan except that the amount of the monthly benefit
will be modified at the appropriate time based on the commencement of payments
as follows. Payments shall be adjusted to include three components:

                  (1)      The amount necessary to pay the tax due under the
                           Federal Insurance Contributions Act with respect to
                           the accrued SERP Benefit determined upon retirement
                           (or such other appropriate "resolution date" as
                           defined under Treasury Regulation Section
                           31.3121(v)-2) calculated in accordance with Section
                           5.1;

                  (2)      The amount estimated to pay the federal and state
                           income tax withholding liability due on the amount
                           paid under paragraph (1) above; and

                  (3)      An adjusted monthly benefit determined on an
                           actuarially equivalent basis in accordance with the
                           terms of the Pension Plan which takes into account
                           the amounts paid under paragraph (1) and (2) above
                           and taking into account the form of benefit elected
                           by the Participant under the Pension Plan.

Upon adjustment, the remaining monthly payments shall equal the amount described
in paragraph (3) above. The Beneficiary of a Participant's Pension Benefit shall
be the same as the Provisional Payee, if any, of the Participant's Retirement
Income under the Pension Plan.

         5.3 Allocation of SERP Benefit Liability. In the event that a
Participant eligible to receive a SERP Benefit has been employed at more than
one Affiliated Employer, the SERP Benefit liability shall be apportioned so that
each such Affiliated Employer is obligated in accordance with Section 5.4 to
cover the percentage of the total SERP Benefit as determined below. Each
Affiliated Employer's share of the SERP Benefit liability shall be calculated by
multiplying the SERP Benefit by a fraction where the numerator of such fraction
is the pay, as defined by the Administrative Committee, received by the
Participant at the respective Affiliated Employer multiplied by the Accredited
Service earned by the Participant at the respective Affiliated Employer and
where the denominator of such fraction is the sum of all numerators calculated
for each respective Affiliated Employer for which the Participant has been
employed. In the event that a Participant receives additional Accredited Service
in accordance with Section 5.1(c), for purposes of determining liability under
this Section 5.3, such Accredited Service shall be allocated to each Affiliated
Employer which has contracted with the Participant in accordance with such
contract and this allocation will be utilized to adjust the appropriate
components of the fraction in the preceding sentence in determining each
Affiliated Employer's share of the SERP Benefit liability.

         5.4 Funding of Benefits. Except as expressly limited under the terms of
the Trust, the Company shall not reserve or otherwise set aside funds for the
payment of its obligations under the Plan. In any event, such obligations shall
be paid or deemed to be paid solely from the general assets of the Company.
Participants shall only have the status of a general, unsecured creditor of the
Company. When a Participant becomes entitled to payment of a SERP Benefit, the
Company may, in its sole discretion, elect to purchase an annuity from a
reputable third party annuity provider to secure payment of all or any portion
of the Participant's SERP Benefit, pursuant to a uniform annuitization program
adopted by the Administrative Committee.

         5.5 Withholding. There shall be deducted from the payment of any SERP
Benefit due under the Plan the amount of any tax required by any governmental
authority to be withheld and paid over by the Company to such governmental
authority for the account of the Participant or Beneficiary entitled to such
payment.

         5.6 Recourse Against Deferred Compensation Trust. In the event a
Participant who is employed on or after January 1, 1999 with an "Employing
Company" (as defined in the Change in Control Benefit Plan Determination Policy)
disputes the calculation of his SERP Benefit, the Participant has recourse
against the Company, the Employing Company by which the Participant is employed,
if different, the Plan, and the Trust for payment of benefits to the extent the
Trust so provides.

         5.7 SEI Guarantee. Effective May 10, 2000, if Southern Energy
Resources, Inc. ("SERI") fails or refuses to make payments under the Plan,
Participants employed by SERI may have the right to obtain payment by Southern
Energy, Inc. ("SEI") pursuant to the terms of the "Guarantee Agreement
Concerning Southern Energy Resources, Inc. Compensation and Benefit
Arrangements" entered into by SERI and SEI. A Participant's right to payment is
not increased as a result of this SEI Guarantee. Participants have the same
right to payment from SEI as they have from SERI. Any demand to enforce this SEI
Guarantee should be made in writing and should reasonably and briefly specify
the manner and the amount SERI has failed to pay. Such writing given by personal
delivery or mail shall be effective upon actual receipt. Any writing given by
telegram or telecopier shall be effective upon actual receipt if received during
SEI's normal business hours, or at the beginning of the next business day after
receipt, if not received during SEI's normal business hours. All arrivals by
telegram or telecopier shall be confirmed promptly after transmission in writing
by certified mail or personal delivery.

         5.8 Change in Control. The provisions of the Change in Control Benefit
Plan Determination Policy are incorporated herein by reference to determine the
occurrence of a change in control or preliminary change in control of Southern
Company or an Employing Company, the benefits to be provided hereunder and the
funding of the Trust in the event of such a change in control. Any modifications
to the Change in Control Benefit Plan Determination Policy are likewise
incorporated herein.

                           ARTICLE VI - MISCELLANEOUS

         6.1 Assignment. Neither the Participant, his Beneficiary nor his legal
representative shall have any rights to sell, assign, transfer or otherwise
convey the right to receive the payment of any SERP Benefit due hereunder, which
payment and the right thereto are expressly declared to be nonassignable and
nontransferable. Any attempt to assign or transfer the right to payment under
the Plan shall be null and void and of no effect.

         6.2 Amendment and Termination. Except for the provisions of Section 5.8
hereof, which may not be amended following a "Southern Change in Control" or
"Subsidiary Change in Control" (as defined in the Change in Control Benefit Plan
Determination Policy), the Plan may be amended or terminated at any time by the
Board of Directors, provided that no amendment or termination shall cause a
forfeiture or reduction in any benefits accrued as of the date of such amendment
or termination.

         6.3 No Guarantee of Employment. Participation hereunder shall not be
construed as creating any contract of employment between an Affiliated Employer
and a Participant, nor shall it limit the right of an Affiliated Employer to
suspend, terminate, alter or modify, whether or not for cause, the employment
relationship between the Affiliated Employer and a Participant.

         6.4 Construction. This Plan shall be construed in accordance with and
governed by the laws of the State of Georgia, to the extent such laws are not
otherwise superseded by the laws of the United States.

         IN WITNESS WHEREOF, the amended and restated Plan has been executed by
duly authorized officers of Southern Company Services, Inc. pursuant to
resolutions of the Board of Directors of Southern Company Services, Inc. this
_______ day of ____________________ , 2000.



                           SOUTHERN COMPANY SERVICES, INC.


                           By:__________________________________________________
                           By:______________________________


                           Its:_________________________________________________

Attest:



By:      ______________________________

Its:     ______________________________



<PAGE>


                                   APPENDIX A

                        THE SOUTHERN COMPANY SUPPLEMENTAL

                            EXECUTIVE RETIREMENT PLAN

                   AFFILIATED EMPLOYERS AS OF JANUARY 1, 2000

         Alabama Power Company
         Georgia Power Company
         Gulf Power Company
         Mississippi Power Company

         Savannah Electric and Power Company
         Southern Communications Services, Inc.
         Southern Company Energy Solutions, Inc.
         Southern Company Services, Inc.
         Southern Energy Resources, Inc.
         Southern Nuclear Operating Company, Inc.


<PAGE>


                                   APPENDIX B

                        THE SOUTHERN COMPANY SUPPLEMENTAL

                            EXECUTIVE RETIREMENT PLAN

                               INCENTIVE PAY PLANS

         Effective as of January 1, 1999, all awards under the following
incentive pay plans shall be counted for purposes of Section 2.10 of the Plan:

         The Southern Company Performance Pay Plan
         The Southern Company Productivity Improvement Plan
         The Southern Company Executive Productivity Improvement Plan

         Georgia Power Company Customer Choice Group Incentive Compensation Plan
         Georgia Power Company Customer Partnership Teams Incentive Plan Georgia
         Power Company Residential Customer Partnership Team Incentive Plan
         Merchandise Sales Business Unit Incentive Plan (APC/Gulf) Southern
         Company Energy Solutions Officer and Staff Incentive Compensation Plan
         Southern Company Energy Solutions PowerCall Security Incentive
         Compensation Plan

                  (Installation & Service Technicians)
         Southern Company National Accounts Incentive Compensation Plan
         Southern LINC Annual Incentive Plan
         Southern LINC Regional Sales Managers Incentive Plan
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