Exhibit 10(a)4

                               FIRST AMENDMENT TO
                              THE SOUTHERN COMPANY
                                  PENSION PLAN

         WHEREAS, the Board of Directors of Southern Company Services, Inc. (the
"Company") heretofore adopted The Southern Company Pension Plan, as amended and
restated effective as of January 1, 2002 (the "Plan");

         WHEREAS, pursuant to Section 13.1 of the Plan, the Company is
authorized to amend the Plan at any time;

         WHEREAS, the Company desires to amend the Plan to clarify that
Subsections (a) and (b) of Section 1.10, "Earnings," include certain catch-up
contributions made under The Southern Company Employee Savings Plan;

         WHEREAS, the Company further desires to amend the Plan to modify
Section 1.18, "Hour of Service," to address time off under a paid time off
program;

         WHEREAS, the Company further desires to amend the Plan to clarify
provisions in Section 5.7.

         NOW, THEREFORE, the Company hereby amends the Plan as follows,
effective as set forth in each numbered paragraph:

                                       1.

         Effective April 12, 2003, subsections (a) and (b) of Section 1.10,
"Earnings," shall be amended to read as follows:

                  1.10 (a) "Earnings" with respect to any Employee including any
         Employee whose service is terminated by reason of disability (as
         defined in Section 4.4) means (1) the highest annual rate of salary or
         wages of an Employee of any Affiliated Employer within any Plan Year
         before deductions for taxes, Social Security, etc., (2) all amounts
         contributed by any Affiliated Employer to The Southern Company Employee
         Savings Plan as Elective Employer Contributions, as said term is
         described under Section 4.1 of such plan, pursuant to the Employee's
         exercise of his deferral option made thereunder in accordance with the
         requirements of Section 401(k) of the Code, (3) all amounts contributed
         by any Affiliated Employer to The Southern Company Employee Savings
         Plan as catch-up contributions pursuant to the Employee's exercise of
         his deferral option made thereunder in accordance with the requirements
         of Section 414(v) of the Code, and (4) all amounts contributed by any
         Affiliated Employer to The Southern Company Flexible Benefits Plan on
         behalf of an Employee pursuant to his salary reduction election, and
         applied to provide one or more of the optional benefits available under
         such plan, but (5) shall exclude all amounts deferred under any
         non-qualified deferred compensation plan maintained by any Affiliated
         Employer.

                           (b) Notwithstanding the above, "Earnings" with
         respect to any commissioned salesperson means the salary or wages of an
         Employee of any Affiliated Employer within any Plan Year, without
         including overtime, and before deductions for taxes, Social Security,
         etc. but applying those adjustments identified in paragraphs (a)(2),
         (3), (4), and (5) above. In addition, "Earnings" for any Employee who
         is a regular part-time employee means with regard to paragraph (a)(1)
         above the highest annual rate of salary or wages based on a forty (40)
         hour work week. "Earnings" shall also include, for appliance
         salespersons, certain nonproductive pay earnings types as determined
         from time to time by the Board of Directors and set forth on Appendix B
         to the Plan, which Appendix may be updated from time to time.

                                       2.

         Effective April 12, 2003, Section 1.18, "Hour of Service," shall be
amended to read as follows:

                  1.18 "Hour of Service" means an Employee shall be credited
         with one Hour of Service for each hour for which (a) he is paid, or
         entitled to payment, for the performance of duties for an Affiliated
         Employer, and such hours shall be credited to the Employee for the
         computation period or periods in which the duties are performed; (b) he
         is paid, or entitled to payment, by an Affiliated Employer on account
         of a period of time during which no duties are performed (irrespective
         of whether the employment relationship has terminated) due to vacation,
         holiday, illness, time off under a paid time off program, incapacity
         (including disability), layoff, jury duty, military duty, or leave of
         absence in which case the Employee shall be credited with Hours of
         Service for the computation period or periods in which the period
         during which no duties were performed occurs; (c) back pay,
         irrespective of mitigation of damages, has been either awarded or
         agreed to by an Affiliated Employer, in which case the Employee shall
         be credited with Hours of Service for the computation period or periods
         to which the award or agreement pertains, rather than the computation
         period in which the award, agreement, or payment is made; and (d)
         solely for the purpose of calculating Vesting Years of Service, he was
         on any form of authorized leave of absence. The same Hours of Service
         shall not be credited under clauses (a), (b), (c), and (d).

                  An Employee who is entitled to be credited with Hours of
         Service in accordance with clause (b) or (d) of this Section 1.18 shall
         be credited with such number of Hours of Service for the period of time
         during which no duties were performed as though he were in the active
         employment of an Employing Company during such period of time. However,
         an Employee shall not be credited with Hours of Service in accordance
         with clause (b) of this Section 1.18 for any unused vacation or unused
         time off under a paid time off program for which payment is received at
         termination of employment or upon an Employee becoming ineligible to
         participate in a paid time off program, or if the payment which is made
         to him or to which he is entitled in accordance with clause (b) is made
         or due under a plan maintained solely for the purpose of complying with
         applicable Worker's Compensation, or unemployment compensation or
         disability insurance laws, or if such payment is one which solely
         reimburses an Employee for medical or medically related expenses
         incurred by the Employee.

                  Provided there is no duplication of Hours of Service credited
         in accordance with the foregoing provisions, if an Employee is on an
         approved leave of absence to serve in the Armed Forces of the United
         States, he shall be credited with such number of Hours of Service with
         respect to all or such portion of the period of his absence to serve in
         the Armed Forces of the United States as may be recognized under
         Sections 1.38(b), 2.3, and 4.2(a).

                  The rules set forth in paragraphs (b) and (c) of Department of
         Labor Regulations 2530.200b-2 are incorporated in the Plan by this
         reference and made a part hereof.

                                       3.

         Effective January 1, 2003, Section 5.7(c)(2)(iii) is amended to read as
follows:

                  (iii) Forms of distribution. Unless the Employee's interest is
         distributed in the form of an annuity purchased from an insurance
         company or in a single sum on or before the required beginning date, as
         of the first distribution calendar year distributions will be made in
         accordance with Subsections (c), (d) and (e) of this Section 5.7. If
         the Employee's interest is distributed in the form of an annuity
         purchased from an insurance company, distributions thereunder will be
         made in accordance with the requirements of Section 401(a)(9) of the
         Code and the Treasury regulations.

                                       4.

         Effective January 1, 2003, Section 5.7(c)(3)(iii) is amended to read as
follows:

                  (iii) Additional accruals after first distribution calendar
          year. Any additional benefits accruing to the Employee in a calendar
          year after the first distribution calendar year will be distributed
          beginning with the first payment interval ending in the calendar year
          immediately following the calendar year in which such amount accrues.
          In determining additional benefits, there shall be taken into account
          the value of benefit payments previously made. The receipt by an
          Employee of any payments or distributions as a result of his attaining
          age 70 1/2 prior to his actual retirement or death shall in no way
          affect the entitlement of an otherwise eligible Employee to additional
          accrued benefits.

                                       5.

         Effective January 1, 2003, Section 5.7(c)(5)(iii) is amended to read as
follows:

                  (iii) Death of surviving spouse. If the Employee's surviving
         spouse is the Employee's sole beneficiary, and the surviving spouse
         dies before distributions to the surviving spouse begin but after
         Employee dies without having commenced payment of Retirement income,
         this Section 5.7(c)(5) will apply as if the surviving spouse were the
         Employee, except that the time by which distributions must begin will
         be determined without regard to Section 5.7(c)(2)(ii)(A).

         IN WITNESS WHEREOF, Southern Company Services, Inc., through its duly
authorized officer, has adopted this First Amendment to The Southern Company
Pension Plan this 11th day of July, 2003, to be effective as stated herein.


                                              SOUTHERN COMPANY SERVICES, INC.

                                              By:   /s/ Robert A. Bell
                                              Title: Vice President


ATTEST:

By:   /s/ Sam H. Dabbs, Jr.
Title: Sam H. Dabbs, Jr.
       Assistant Secretary