Exhibit 10(c)12















                         DEFERRED COMPENSATION PLAN FOR
                   OUTSIDE DIRECTORS OF GEORGIA POWER COMPANY
                 Amended and Restated Effective January 1, 2008







<PAGE>




                                   SECTION 1

                          Purpose and Adoption of Plan

         1.1 Adoption

         Georgia Power Company previously established the Deferred Compensation
Plan for Directors of Georgia Power Company. The Plan was last amended and
restated effective January 13, 2003. The Plan has been amended from time to time
including this good faith amendment and restatement effective January 1, 2008 to
comply with Code Section 409A. Except as otherwise provided herein and
consistent with Sections 1.2 and 1.3, the terms of the Plan as in effect prior
to the effective date of this Plan shall continue to be applicable to deferrals
made pursuant to the Plan prior to January 1, 2008.

         1.2 Pre-2005 Deferrals

         Compensation paid to Directors and deferred under the Plan prior to
January 1, 2005 shall be treated by the Company as not subject to Section 409A
of the Code and therefore "grandfathered." The Account balance (plus earnings
thereon) of the "grandfathered" deferrals shall only be subject to the
provisions of the Plan in effect prior to January 1, 2005 as set forth in the
Schedule of Provisions for Pre-2005 Deferrals attached hereto. In accordance
with transition rules under Section 409A of the Code, Internal Revenue Service
Notice 2005-1, and any other applicable guidance from the Department of
Treasury, the provisions of the prior Plan are only intended to preserve the
rights and features of the "grandfathered" deferrals and are, therefore, not
intended to be "materially modified" with respect to any aspect of such rights
and features. Provisions of the prior Plan should be so construed whenever
necessary or appropriate.

         1.3 409A Good Faith Period

         For the period from January 1, 2005 to December 31, 2008, the Plan
shall be administered in good faith compliance with Section 409A of the Code. At
a time and in a manner determined by the Committee, Directors shall make timely
elections to conform to the Plan's terms effective on and after January 1, 2008.
  Such elections shall be made prior to January 1, 2008 and shall apply to
elections to defer Cash Compensation and/or Stock Retainer subject to Section
409A of the Code on and after January 1, 2005. In particular, such elections
shall establish the form and timing of commencement of distribution of amounts
in Deferred Compensation Accounts pursuant to a new Distribution Election. Such
elections are intended to meet the transition requirements of Section 409A of
the Code, Internal Revenue Service Notice 2005-1 and other related guidance
promulgated by the Department of Treasury.

                                   SECTION 2

                                   Definitions

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

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

<PAGE>

         2.3 "Business Combination" means a reorganization, merger or
consolidation or sale of Southern with another corporation or an entity treated
as a corporation for United States federal income tax purposes.

         2.4 "Cash Compensation" means the annual retainer fees and meeting fees
payable to a Director in cash.

         2.5 "Code" means the Internal Revenue Code of 1986, as amended, or any
successor statute.

         2.6 "Committee" means the Compensation and Executive Committees of the
Board, or such other committee as may be designated by the Board to be
responsible for administering the Plan.

         2.7 "Common Stock" means the common stock of Southern, including any
shares into which it may be split, subdivided, or combined.

         2.8 "Company" means Georgia Power Company, or any successor thereto.

         2.9 "Company Change in Control" means the following:

         (a) The Consummation of an acquisition by any Person of Beneficial
Ownership of 50% or more of the combined voting power of the then outstanding
Voting Securities of the Company; provided, however, that for purposes of this
Section 2.9, any acquisition by an Employee, or Group composed entirely of
Employees, any qualified pension plan, any publicly held mutual fund or any
employee benefit plan (or related trust) sponsored or maintained by Southern or
any corporation Controlled by Southern shall not constitute a Change in Control;

         (b) Consummation of a reorganization, merger or consolidation of the
Company (a "Company Business Combination"), in each case, unless, following such
Company Business Combination, Southern Controls the corporation surviving or
resulting from such Company Business Combination; or

         (c) Consummation of the sale or other disposition of all or
substantially all of the assets of the Company to an entity which Southern does
not Control.

         2.10 "Compensation Payment Date" means the date on which compensation,
including Cash Compensation, and the Stock Retainer, is payable to a Director or
compensation which would otherwise be payable to a Director if an election to
defer such compensation had not been made.

         2.11 "Consummation" means the completion of the final act necessary to
complete a transaction as a matter of law, including, but not limited to, any
required approvals by the corporation's shareholders and board of directors, the
transfer of legal and beneficial title to securities or assets and the final
approval of the transaction by any applicable domestic or foreign governments or
agencies.

                                       2
<PAGE>

         2.12 "Control" means, in the case of a corporation, Beneficial
Ownership of more than 50% of the combined voting power of the corporation's
Voting Securities, or in the case of any other entity, Beneficial Ownership of
more than 50% of such entity's voting equity interests.

         2.13 "Deferred Cash Trust" means the Deferred Cash Compensation Trust
for Directors of The Southern Company and its Subsidiaries.

         2.14 "Deferred Compensation Account" means the Prime Rate Investment
Account, the Phantom Stock Investment Account, the Deferred Stock Account and/or
the Subsidiary Company Investment Account.

         2.15 "Deferred Stock Account" means the bookkeeping account established
under Section 7.3 on behalf of a Director and includes shares of Common Stock
credited thereto to reflect the reinvestment of dividends pursuant to Section
7.3(a)(iii).

         2.16 "Deferred Stock Trust" means the Deferred Stock Trust for
Directors of The Southern Company and its Subsidiaries.

         2.17 "Director" means a member of the Board.

         2.18 "Distribution Election" means the designation by a Director of the
manner of distribution of the amounts and quantities held in the Director's
Deferred Compensation Accounts upon the director's termination from the Board
pursuant to Section 6.3.

         2.19 "Effective Date" of the amendment and restatement means January 1,
2008.

         2.20 "Employee" means an employee of Southern or any of its
subsidiaries that are "employing companies" as defined in the Southern Company
Deferred Compensation Plan as amended and restated effective January 1, 2005,
and as may be amended from time to time.

         2.21 "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

         2.22 "Funding Change in Control" means any of the following:

         (a) The Consummation of an acquisition by any Person of Beneficial
Ownership (during the 12-month period ending on the date of the most recent
acquisition by such Person) of 35% or more of Southern's Voting Securities;
provided, however, that for purposes of this subsection (a), the following
acquisitions of Southern's Voting Securities shall not constitute a Funding
Change in Control:

               (i) any acquisition directly from Southern,

               (ii) any acquisition by Southern,

               (iii) any acquisition by any employee benefit plan (or related
          trust) sponsored or maintained by Southern or any corporation
          controlled by Southern,

               (iv) any acquisition by a qualified pension plan or publicly held
          mutual fund,

                                       3
<PAGE>

               (v) any acquisition by an employee of Southern or its subsidiary
          or affiliate, or Group composed exclusively of such employees, or

               (vi) any Business Combination which would not otherwise
          constitute a Funding Change in Control because of the application of
          clauses (i), (ii) and (iii) of this Section 2.22(a);

         (b) The date a majority of members of the Southern Board is replaced
during any 12-month period by directors whose appointment or election is not
endorsed by a majority of the members of the Southern Board before the date of
the appointment or election;

         (c) The Consummation of a Business Combination, unless, following such
Business Combination, all of the following three conditions are met:

               (i) all or substantially all of the individuals and entities who
          held Beneficial Ownership, respectively, of Southern's Voting
          Securities immediately prior to such Business Combination beneficially
          own, directly or indirectly, 50% or more of the combined voting power
          of the Voting Securities of the corporation surviving or resulting
          from such Business Combination, (including, without limitation, a
          corporation which as a result of such transaction holds Beneficial
          Ownership of all or substantially all of Southern's Voting Securities
          or all or substantially all of Southern's assets) (such surviving or
          resulting corporation to be referred to as "Surviving Company"), in
          substantially the same proportions as their ownership, immediately
          prior to such Business Combination, of Southern's Voting Securities;

               (ii) no Person (excluding any corporation resulting from such
          Business Combination, any qualified pension plan, publicly held mutual
          fund, Group composed exclusively of employees or employee benefit plan
          (or related trust) of Southern, its subsidiaries or Surviving Company)
          holds Beneficial Ownership, directly or indirectly, of 35% or more of
          the combined voting power of the then outstanding Voting Securities of
          Surviving Company except to the extent that such ownership existed
          prior to the Business Combination; and

               (iii) the majority of the members of the board of directors of
          Surviving Company during the 12-month period following the Business
          Combination were members of the Southern Board of Directors at the
          earlier of the date of execution of the initial agreement, or of the
          action of the Southern Board of Directors, providing for such Business
          Combination or such members of the board of directors of the Surviving
          Company are directors whose appointment or election was endorsed by a
          majority of the members of such Southern Board of Directors.

         (d) The Consummation of an acquisition by any Person of Beneficial
Ownership (during the 12-month period ending on the date of the most recent
acquisition by such Person) of 50% or more of the combined voting power of the
then outstanding Voting Securities of the Company; provided, however, that for
purposes of this Subsection 2.22(d), any acquisition by an employee of Southern
or its subsidiary or affiliate, or Group composed entirely of such employees,
any qualified pension plan, publicly held mutual fund or any employee benefit
plan (or related trust) sponsored or maintained by Southern or any corporation


                                       4
<PAGE>

Controlled by Southern shall not constitute a Funding Change in Control;

         (e) The Consummation of a reorganization, merger or consolidation of
the Company with another corporation (a "Funding Subsidiary Business
Combination"), in each case, unless, following such Funding Subsidiary Business
Combination, Southern Controls the corporation surviving or resulting from such
Funding Subsidiary Business Combination, or

         (f) The Consummation of the sale or other disposition of all or
substantially all of the assets of the Company to an entity that Southern does
not Control; provided, however, that for purposes of this subsection (f) the
following sales or dispositions otherwise described herein shall not constitute
a Funding Change in Control:

               (i) the sale or other disposition of all or substantially all of
          the assets of the Company to Southern or to a shareholder of Southern
          in exchange for or with respect to such shareholder's stock of
          Southern;

               (ii) the sale of other disposition of all or substantially all of
          the assets of the Company to a Person that owns, directly or
          indirectly, 50% or more of the total value or voting power of the
          outstanding stock of Southern; or

               (iii) the sale or other disposition of all or substantially all
          of the assets of the Company to an entity Controlled by shareholders
          of Southern that hold, directly or indirectly, 50% or more of the
          total value or voting power of all of the outstanding stock of
          Southern.

         For purposes of this Section 2.22(f) "all or substantially all of the
assets" means at least 80% of the gross value of the assets of the entity
immediately before the acquisition.

         2.23 "Funding Event" shall mean the occurrence of any of the following
events as administratively determined by the Southern Committee:

         (a) Southern or the Company has entered into a written agreement, such
as, but not limited to, a letter of intent, which, if Consummated, would result
in a Funding Change in Control;

         (b) Southern, the Company or any other Person publicly announces an
intention to take or to consider taking actions which, if Consummated, would
result in a Funding Change in Control under circumstances where the Consummation
of the announced action or intended action is legally and financially possible;

         (c) Any Person acquires Beneficial Ownership of fifteen percent (15%)
or more of the Common Stock; or

         (d) The Southern Board or the Company elects to otherwise fund the
Deferred Cash Trust and Deferred Stock Trust in accordance with the provisions
of Section 9.

                                       5
<PAGE>

         2.24 "Funding Subsidiary Business Combination" shall have the meaning
set forth in Section 2.22(e) hereof.

         2.25 "Group" has the meaning set forth in Section 14(d) of the Exchange
Act.

         2.26 "Incumbent Board" means those individuals who constitute the
Southern board of directors as of January 1, 2008, plus any individual who shall
become a director subsequent to such date whose election or nomination for
election by Southern's shareholders was approved by a vote of at least 75% of
the directors then comprising the Incumbent Board. Notwithstanding the
foregoing, no individual who shall become a director of the Southern board of
directors subsequent to January 1, 2008, whose initial assumption of office
occurs as a result of an actual or threatened election contest (within the
meaning of Rule 14a-11 of the regulations promulgated under the Exchange Act)
with respect to the election or removal of directors or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person other
than the Southern board of directors shall be a member of the Incumbent Board.

         2.27 "Market Value" means the average of the high and low prices of the
Common Stock, as published in the Wall Street Journal in its report of New York
Stock Exchange composite transactions, on the date such Market Value is to be
determined, as specified herein (or the average of the high and low sale prices
on the trading day immediately preceding such date if the Common Stock is not
traded on the New York Stock Exchange on such date).

         2.28 "Modification Delay" means that the election shall not take effect
until twelve (12) months after the date the election is made, the payment which
is the subject of the election shall be deferred five (5) years from the date
previously elected by the Director, and where applicable in the case of a
payment made pursuant to a fixed schedule or specified time, the election must
be made at least twelve (12) months prior to the time payment is scheduled to be
made.

         2.29 "Participant" means a Director or former Director who has an
unpaid Deferred Compensation Account balance under the Plan.

         2.30 "Participating Companies" means those companies that are
affiliated with Southern whose boards of directors have authorized the
establishment of trust(s) for the funding of their respective directors'
Deferred Compensation Accounts under their respective Deferred Compensation
Plans for Directors, including the Company.

         2.31 "Person" means any individual, entity or group within the meaning
of Section 13(d)(3) or 14(d)(2) of the Exchange Act.

         2.32 "Phantom Stock Investment Account" means the bookkeeping account
established pursuant to Section 7.2 in which a Director may elect to defer Cash
Compensation or make investments, and includes amounts credited thereto to
reflect the reinvestment of dividends.

         2.33 "Plan" means the Deferred Compensation Plan for Outside Directors
of Georgia Power Company as from time-to-time in effect.

                                       6
<PAGE>

         2.34 "Plan Period" means the period designated in Section 5.

         2.35 "Preliminary Change in Control" means the occurrence of any of the
following as determined by the Southern Committee:

         (a) Southern or the Company has entered into a written agreement, such
as, but not limited to, a letter of intent, which, if Consummated, would result
in a Southern Change in Control or a Company Change in Control, as the case may
be;

         (b) Southern, the Company or any Person publicly announces an intention
to take or to consider taking actions which, if Consummated, would result in a
Southern Change in Control or a Company Change in Control under circumstances
where the Consummation of the announced action or intended action is legally and
financially possible;

         (c) Any Person becomes the Beneficial Owner of fifteen percent (15%) or
more of the Common Stock; or

         (d) The Southern Board of Directors or the Board of Directors of the
Company has declared that a Preliminary Change in Control has occurred.

         2.36 "Prime Interest Rate" means the prime rate of interest as
published in the Wall Street Journal or its successor on the 1st day of each
quarter.

         2.37 "Prime Rate Investment Account" means the bookkeeping account
established pursuant to Section 7.1 in which a Director may elect to defer Cash
Compensation or make investments, the investment return on which is computed at
the Prime Interest Rate.

         2.38 "Separation from Service" means a ceasing of the obligation to
provide service as a Director.

         2.39 "Southern" means Southern Company.

         2.40 "Southern Board" means the Board of Directors of Southern.

         2.41 "Southern Change in Control" means any of the following:

         (a) The Consummation of an acquisition by any Person of Beneficial
Ownership of 20% or more of Southern's Voting Securities; provided, however,
that for purposes of this subsection (a), the following acquisitions of
Southern's Voting Securities shall not constitute a Change in Control:

               (i) any acquisition directly from Southern,

               (ii) any acquisition by Southern,

               (iii) any acquisition by any employee benefit plan (or related
          trust) sponsored or maintained by Southern or any corporation
          controlled by Southern,

               (iv) any acquisition by a qualified pension plan or publicly held
          mutual fund,

                                       7
<PAGE>

               (v) any acquisition by an Employee or Group composed exclusively
          of Employees, or

               (vi) any Business Combination which would not otherwise
          constitute a Change in Control because of the application of clauses
          (i), (ii) and (iii) of Section 2.41(a) of this Plan;

         (b) A change in the composition of Southern's board of directors
whereby individuals who constitute the Incumbent Board cease for any reason to
constitute at least a majority of Southern's board of directors; or

         (c) Consummation of a Business Combination, unless, following such
Business Combination, all of the following three conditions are met:

               (i) all or substantially all of the individuals and entities who
          held Beneficial Ownership, respectively, of Southern's Voting
          Securities immediately prior to such Business Combination beneficially
          own, directly or indirectly, 65% or more of the combined voting power
          of the Voting Securities of the corporation surviving or resulting
          from such Business Combination, (including, without limitation, a
          corporation which as a result of such transaction holds Beneficial
          Ownership of all or substantially all of Southern's Voting Securities
          or all or substantially all of Southern's assets) (such surviving or
          resulting corporation to be referred to as "Surviving Company"), in
          substantially the same proportions as their ownership, immediately
          prior to such Business Combination, of Southern's Voting Securities;

               (ii) no Person (excluding any corporation resulting from such
          Business Combination, any qualified pension plan, publicly held mutual
          fund, Group composed exclusively of employees or employee benefit plan
          (or related trust) of Southern, its subsidiaries, or Surviving
          Company) holds Beneficial Ownership, directly or indirectly, of 20% or
          more of the combined voting power of the then outstanding Voting
          Securities of Surviving Company except to the extent that such
          ownership existed prior to the Business Combination; and

               (iii) at least a majority of the members of the board of
          directors of Surviving Company were members of the Incumbent Board at
          the earlier of the date of execution of the initial agreement, or of
          the action of the Southern board of directors, providing for such
          Business Combination.

         2.42 "Southern Committee" means a committee comprised of the Chairman
of the Southern Board, the Chief Financial Officer of Southern and the General
Counsel of Southern.

         2.43 "Stock Retainer" means the annual Board retainer fee that is paid
to the Director in the form of Common Stock.

         2.44 "Subsidiary Company Investment Account" means the bookkeeping
account(s) established pursuant to Section 7.4 on behalf of a Director that is
credited with shares of stock, other than Common Stock, paid as a dividend on
shares of Common Stock.

                                       8
<PAGE>

         2.45 "Transferred Amount" means an amount (a) equal to the value of a
Director's accounts under the applicable deferred compensation plan for
directors of Southern, Alabama Power Company, Gulf Power Company, or Mississippi
Power Company and (b) which has been transferred to the Plan in connection with
the Director's transfer from the Southern Board or the board of directors of
Alabama Power Company, Gulf Power Company, or Mississippi Power Company.

         2.46 "Trust Administrator" means the individual or committee that is
established in the Deferred Stock Trust and the Deferred Cash Trust, to
administer such trusts on behalf of the Participating Companies.

         2.47 "Voting Securities" means the outstanding voting securities of a
corporation entitling the holder thereof to vote generally in the election of
such corporation's directors.

         Where the context requires, words in the masculine gender shall include
the feminine gender, words in the singular shall include the plural, and words
in the plural shall include the singular.

                                   SECTION 3

                                     Purpose

         The Plan provides Directors with an opportunity to defer compensation
paid to them on and after January 1, 2008 until a date following their
Separation from Service as a member of the Board.

                                   SECTION 4

                                   Eligibility

         An individual who serves as a Director and is not otherwise actively
employed by the Company or any of its subsidiaries or affiliates is eligible to
participate in the Plan.

                                   SECTION 5

                                  Plan Periods

         Except as pertains to a Director's initial Plan Period, all Plan
Periods shall be on a calendar year basis. The initial Plan Period applicable to
any person elected to the Board who was not a Director on the preceding December
31, shall begin on the first day of the quarter next following the effective
date of the Director's election to the Board where timing permits the transfer
of Director compensation data for purposes of administration of an initial
deferral election under this Section 5. Notwithstanding the preceding sentence,
the initial Plan Period under this amended and restated Plan for Directors
serving as of the Effective Date shall begin January 1, 2008.

                                       9
<PAGE>

                                   SECTION 6

                                    Elections

         6.1 Cash Compensation

         (a) Prior to the beginning of a Plan Period, a Director may direct that
payment of all or any portion of Cash Compensation that otherwise would be paid
to the Director for the Plan Period, be deferred in amounts as designated by the
Director, and credited to (i) a Prime Rate Investment Account, (ii) a Phantom
Stock Investment Account, or (iii) a Deferred Stock Account. With respect to a
Director's initial Plan Period, such direction to defer shall be made in a
timely manner prior to the commencement of the Plan Period in accordance with
requirements established by the Committee consistent with Section 5. Upon the
Director's Separation from Service from the Board of Directors, such deferred
compensation and accumulated investment return held in the Director's Deferred
Compensation Accounts shall be distributed to the Director in accordance with
the Director's Distribution Election and the provisions of Section 8.

         (b)    (i) An election to defer Cash Compensation is irrevocable for
          a Plan Period. Such an election shall continue from Plan Period to
          Plan Period unless the Director changes his election to defer Cash
          Compensation payable in a future Plan Period prior to the beginning of
          such future Plan Period.

               (ii) The Participant may transfer all or a portion of his
          Deferred Compensation Account(s) to another Deferred Compensation
          Account(s) as provided below. No transfer of amounts between
          investment options shall be permitted under the Plan except during a
          window period and in accordance with requirements which may be
          designated by the Committee. The length and timing of each window
          period, the restrictions and procedures for transfer, the valuation of
          transferred Deferred Compensation Accounts or portions of Deferred
          Compensation Accounts, and the effective date of such transfers shall
          be determined by the Committee. In no event prior to a Director's
          Separation of Service from the Board may the Committee permit the
          transfer of a Participant's Stock Retainer. Notwithstanding the
          preceding sentence, a transfer of a Participant's Stock Retainer may
          occur after a Director's Separation from Service from the Board as
          determined by the Committee.

         (c) Cash Compensation deferred under this Section 6.1 shall be invested
in Deferred Compensation Accounts as directed by the Director in accordance with
procedures established by the Committee prior to the Compensation Payment Date.

         6.2 Stock Retainer

         (a) Prior to the beginning of a Plan Period, a Director may direct that
payment of all of the Stock Retainer that otherwise would be paid to the
Director for the Plan Period, be deferred by the Director, and credited to his
Deferred Stock Account. Such deferred compensation and accumulated investment
return held in the Director's Deferred Stock Account shall be distributed to the
Director in accordance with the Director's Distribution Election and the
provisions of Section 8.

                                       10
<PAGE>

         (b) An election to defer the Stock Retainer is irrevocable for a Plan
Period. Such an election shall continue from Plan Period to Plan Period unless
the Director changes his election to defer his Stock Retainer paid in a future
Plan Period prior to the beginning of such future Plan Period.

         6.3 Distribution Election

         (a) Except as set forth in Section 6.3(b), prior to the initial
establishment of a Deferred Compensation Account for a Director, the Director
must elect that upon Separation from Service from the Board of Directors the
values and quantities held in the Directors Deferred Compensation Accounts be
distributed to the Director, pursuant to the provisions of Section 8 in a single
lump sum or in a series of annual installments not to exceed ten (10); provided
that the Committee may establish in writing alternative installment payment
schedules for any or all of the Deferred Compensation Accounts. The time for the
commencement of distributions shall be elected by the Director and shall not be
later than the first of the month coinciding with or next following the second
anniversary of Separation from Service of Board membership. Notwithstanding the
foregoing, a Director may elect to modify his distribution election under this
Section 6.3 provided that such modification is subject to the requirements of
the Modification Delay.

         (b) In the event of a Director's Separation from Service from the Board
with Deferred Compensation Accounts established under Section 7.5, the
Transferred Amounts and accumulated investment return held in the Accounts shall
be distributed to the Director in accordance with the Director's distribution
election in effect under the applicable deferred compensation plan for directors
of Alabama Power Company, Georgia Power Company, Gulf Power Company, or
Mississippi Power Company on the date the Director transferred to the Board, and
the provisions of Section 8, unless such election is changed pursuant to Section
6.3(a).

         6.4 Beneficiary Designation

         A Director or former Director may designate a beneficiary to receive
distributions from the Plan in accordance with the provisions of Section 8 upon
the death of the Director. The beneficiary designation may be changed by a
Director or former Director at any time, and without the consent of the prior
beneficiary.

         6.5 Form of Election

         All elections pursuant to the provisions of this Section 6 of the Plan
shall be made in writing to the Secretary of the Company or Assistant Secretary
of the Company or such other person designated by the Committee on a form or
forms available upon request.

                                       11
<PAGE>

                                   SECTION 7

                                    Accounts

         7.1 Prime Rate Investment Account

         A Prime Rate Investment Account shall be established for each Director
electing deferral of Cash Compensation for investment at the Prime Interest
Rate. The amount directed by the Director to such account shall be credited to
it as of the Compensation Payment Date, as applicable, and credited thereafter
with interest computed using the Prime Interest Rate. Interest shall be computed
from the date such compensation is credited to the account and compounded
quarterly at the end of each calendar quarter. The Prime Interest Rate in effect
on the first day of a calendar quarter shall be deemed the Prime Interest Rate
in effect for that entire quarter. Interest shall accrue and compound on any
balance until the amount credited to the account is fully distributed.

         7.2 Phantom Stock Investment Account

         The Phantom Stock Investment Account established for each Director
electing deferral of Cash Compensation for investment at the Common Stock
investment rate shall be credited with the number of shares (including
fractional shares rounded to the nearest ten-thousandth) of Common Stock which
could have been purchased on the Compensation Payment Date, as determined by
dividing the applicable compensation by the Market Value on such date. On the
date of the payment of dividends on the Common Stock, the Director's Phantom
Stock Investment Account shall be credited with additional shares (including
fractional shares rounded to the nearest ten-thousandth) of Common Stock, as
follows:

         (a) In the case of cash dividends, such additional shares as would have
been purchased as of the Common Stock dividend record date as if the credited
shares had been outstanding on such date and dividends reinvested thereon under
the Southern Company Southern Investment Plan;

         (b) In the case of dividends payable in property other than cash or
Common Stock, such additional shares as could be purchased at the Market Value
as of the date of payment with the fair market value of the property which would
have been payable if the credited shares had been outstanding; and

         (c) In the case of dividends payable in Common Stock, such additional
shares as would have been payable on the credited shares as if they had been
outstanding.

         7.3 Deferred Stock Account

         (a) A Director's Deferred Stock Account will be credited:

               (i) with the number of shares of Common Stock (rounded to the
          nearest ten thousandth of a share) determined by dividing the sum of
          the amount of Cash Compensation subject to deferral or investment in
          the Deferred Stock Account and the Stock Retainer (that is denominated
          in dollars), by the average price paid by the Trustee of the Deferred


                                       12
<PAGE>

          Stock Trust for shares of Common Stock with respect to the
          Compensation Payment Date, as reported by the Trustee, or if the
          Trustee shall not at such time purchase any shares of Common Stock, by
          the Market Value on such date;

               (ii) as of the date on which the Stock Retainer (that is
          denominated in shares of Common Stock) is paid, with the number of
          shares of Common Stock payable to the Director as his Stock Retainer;
          and

               (iii) as of each date on which dividends are paid on the Common
          Stock, with the number of shares of Common Stock (rounded to the
          nearest ten thousandth of a share) determined by multiplying the
          number of shares of Common Stock credited in the Director's Deferred
          Stock Account on the dividend record date, by the dividend rate per
          share of Common Stock, and dividing the product by the price per share
          of Common Stock attributable to the reinvestment of dividends on the
          shares of Common Stock held in the Deferred Stock Trust on the
          applicable dividend payment date or, if the Trustee of the Deferred
          Stock Trust has not reinvested in shares of Common Stock on the
          applicable dividend reinvestment date, the product shall be divided by
          the Market Value on the dividend payment date.

         (b) If Southern enters into transactions involving stock splits, stock
dividends, reverse splits or any other recapitalization transactions, the number
of shares of Common Stock credited to a Director's Deferred Stock Account will
be adjusted (rounded to the nearest ten thousandth of a share) so that the
Director's Deferred Stock Account reflects the same equity percentage interest
in Southern after the recapitalization as was the case before such transaction.
Notwithstanding the preceding sentence and in any event, any adjustment shall
comply with the requirements of Section 409A of the Code.

         (c) If at least a majority of Southern's stock is sold or exchanged by
its shareholders pursuant to an integrated plan for cash or property (including
stock of another corporation) or if substantially all of the assets of Southern
are disposed of and, as a consequence thereof, cash or property is distributed
to Southern's shareholders, each Director's Deferred Stock Account will, to the
extent not already so credited under this Section 7.3, be (i) credited with the
amount of cash or property receivable by a Southern shareholder directly holding
the same number of shares of Common Stock as is credited to such Director's
Deferred Stock Account and (ii) debited by that number of shares of Common Stock
surrendered by such equivalent Southern shareholder. Notwithstanding the
preceding sentence and in any event, any adjustment shall comply with the
requirements of Section 409A of the Code.

         (d) Each Director who has a Deferred Stock Account also shall be
entitled to provide directions to the Trust Administrator to vote the Common
Stock in his account in the Deferred Stock Trust with respect to any matter
presented for a vote to the shareholders of Southern. Such Trust Administrator
shall arrange for distribution to all Directors in a timely manner of all
communications directed generally to the Southern shareholders as to which their
votes are solicited.

                                       13
<PAGE>

         7.4 Subsidiary Company Investment Account

         (a) A Director's Subsidiary Company Investment Account will be credited
as of the date on which a dividend is paid in stock other than Common Stock to
the Company's common stockholders with the number of shares of such other
corporation's stock receivable by such Southern common stockholder. Thereafter,
if dividends are paid on the above-described non-Common Stock dividends, such
subsequent dividends shall be credited in the same manner as described in
Section 7.3(a)(iii).

         (b) Each Director who has a Subsidiary Company Investment Account also
shall be entitled to provide directions to the Trust Administrator to vote the
applicable corporation's common stock held by the Deferred Stock Trust with
respect to any matter presented for a vote to such corporation's shareholders.
The Trust Administrator shall arrange for distribution to all Directors in a
timely manner of all communications directed generally to the applicable
corporation's shareholders as to which their votes are solicited.

         7.5 Transferred Amounts

         (a) As soon as administratively practicable, the Company shall
establish for a Director transferring to the Board from the Southern Board or
from the board of directors of Alabama Power Company, Gulf Power Company, or
Mississippi Power Company such Deferred Compensation Accounts as are necessary
to implement Section 7.5(b).

         (b) Any Transferred Amounts will be credited to the Deferred
Compensation Account(s) established that are comparable to the deferred
compensation accounts to which such amounts were credited under the applicable
deferred compensation plan for directors of Southern, Alabama Power Company,
Gulf Power Company, or Mississippi Power Company as soon as administratively
practicable following the date the Transferred Amounts are transferred to the
Plan. Thereafter, the Transferred Amounts shall be credited with investment
returns as applicable under this Section 7 of the Plan.

                                   SECTION 8

                                  Distributions

         8.1 Manner of Distribution

         Upon the Separation from Service of a Director's membership on the
Board the amount credited to a Director's Deferred Compensation Accounts will be
paid to the Director or his beneficiary, as applicable, in the following manner:

         (a) the amount credited to a Director's Prime Rate Investment Account
and Phantom Stock Investment Account shall be paid in cash;

         (b) the amount credited to a Director's Deferred Stock Account shall,
except as otherwise provided in Section 7.3 and Section 10.5, or to the extent
the Company is otherwise, in the reasonable judgment of the Committee, precluded
from doing so, be paid in shares of Common Stock (with any fractional share


                                       14
<PAGE>

interest therein paid in cash to the extent of the then Market Value thereof);
and

         (c) the amount credited to a Subsidiary Company Investment Account
shall, except as otherwise provided in Section 10.5, be paid from the assets in
the Deferred Stock Trust in shares of the applicable corporation, provided
however if there is not a sufficient number of shares held in the Trust, the
remainder shall be paid in cash based upon the Market Value of such shares.

         Such payments shall be from the general assets of the Company
(including the Deferred Cash Trust and the Deferred Stock Trust) in accordance
with this Section 8.

         Notwithstanding the foregoing, in the event the Company enters into an
agreement described in Section 8.3 with respect to a Director prior to the
Director's Separation from Service as a Director, the Company shall have no
obligation to make distributions to the Director under this Section 8.1 in
connection with such Director's Separation from Service of membership on the
Board.

         8.2 Timing of Distribution(s)

         Subject to the Committee's authority to establish in writing
alternative payment schedules, deferred amounts shall be paid in the form of (i)
a lump sum payment, or (ii) in approximately equal annual installments, as
elected by the Director pursuant to the provisions of Section 6.3. Such payments
shall be made (or shall commence) as soon as practicable following the
Separation from Service of Board membership except that such period shall not
exceed ninety (90) days as permitted by Code Section 409A or, if so elected by
the Director in the Distribution Election, up to twenty-four (24) months
following such Separation from Service.

         If at the time of a Director's Separation from Service of Board
membership, his Deferred Compensation Accounts have a cumulative balance of less
than the limit in effect under Section 402(g)(1)(B) of the Internal Revenue
Code, the balance of the Deferred Compensation Accounts may be distributed in a
single lump sum payment.

         If the Director elected to receive annual installments, the first
installment shall be equal to the balance in the Director's Deferred
Compensation Accounts on such date divided by the number of annual installment
payments. Each subsequent annual payment shall be an amount equal to the balance
in the Director's Deferred Compensation Accounts on the date of payment divided
by the number of remaining annual payments and shall be paid on the anniversary
of the preceding date of payment.

         The Market Value of any shares of Common Stock credited to a Director's
Phantom Stock Investment Account shall be determined as of a day of the month
immediately preceding the date of any lump sum or installment distribution as
determined by the Committee.

         Upon the death of a Director, or a former Director prior to the payment
of all amounts credited to the Director's Deferred Compensation Accounts, the
unpaid balance shall be paid in a lump sum to the designated beneficiary of such
Director or former Director within sixty (60) days of the date of death as
permitted by Code Section 409A. In the event a beneficiary designation has not
been made, or the designated beneficiary is deceased or cannot be located,
payment shall be made to the estate of the Director or former Director. The


                                       15
<PAGE>

Market Value of any shares of Common Stock credited to a Director's Phantom
Stock Investment Account shall be determined as of a day of the month
immediately preceding the date of any lump sum or installment distribution as
determined by the Committee.

         8.3 Transfers in Lieu of Distribution

         If the Company enters into a written agreement with the parent,
subsidiary, affiliate or former affiliate of the Company under which the parent
or subsidiary, affiliate or former affiliate assumes the liability for a
Director's benefits accrued under the Plan in connection with, but prior to,
such Director's Separation from Service from the Board and the Director either
has been or will be elected to the board of directors of such parent or
subsidiary, affiliate or former affiliate of the Company, the liability for the
Director's benefits which have accrued under the Plan as of the date the
Director Separates from Service from the Board shall be transferred from the
Company to the parent or subsidiary, affiliate or former affiliate of the
Company, and the Company shall have no further obligation to make any
distributions to the Director under Section 8.1 or any other section herein. For
the avoidance of doubt, the event described in the preceding sentence shall not
constitute a distribution event whereby deferred amounts under the Plan are paid
to the Director in accordance with this Section 8.

                                   SECTION 9

             Funding Change in Control and Other Special Provisions

         9.1 Funding Change in Control

         Notwithstanding any other terms of the Plan to the contrary, following
a Funding Event, the provisions of this Section 9 shall apply to the payment of
benefits under the Plan with respect to any Director who is a Participant on
such date.

         9.2 Funding of Trusts

         The Deferred Cash Trust and the Deferred Stock Trust (collectively
"Trusts") have been established to hold assets of the Participating Companies
under certain circumstances as a reserve for the discharge of the Company's
obligations under the Plan. In the event of a Funding Event involving a Funding
Change in Control, the Company shall be obligated to immediately contribute such
amounts to the Trusts as may be necessary to fully fund all benefits payable
under the Plan in accordance with the procedures set forth in Section 9.3
hereof. In addition, in order to provide the added protections for certain
individuals in accordance with Paragraph 7(b) of the Deferred Cash Trust and
Paragraph 7(c) of the Deferred Stock Trust, the Company may fund the Trusts
prior to a Funding Event of the Company in accordance with the terms of the
Trusts. All assets held in the Trusts remain subject only to the claims of the
Participating Companies' general creditors whose claims against the
Participating Companies are not satisfied because of the Participating
Companies' bankruptcy or insolvency (as those terms are defined in the Trusts).
No Participant has any preferred claim on, or beneficial ownership interest in,
any assets of the Trusts before the assets are paid to the Participant and all


                                       16
<PAGE>

rights created under the Trusts, as under the Plan, are unsecured contractual
claims of the Participant against the Company.

         9.3 Funding Timing and Dispute Resolution

         As soon as practicable following a Funding Event, the Company shall
contribute to each Trust an amount based upon the funding strategy adopted by
the Trust Administrator with the assistance of an appointed actuary necessary to
fulfill the Company's obligations pursuant to this Section 9. In the event of a
dispute over such actuary's determination with respect to either or both Trusts,
the Company and any complaining Participant(s) shall refer such dispute to an
independent, third party actuarial consultant, chosen by the Company and such
Participant. If the Company and the Participant cannot agree on an independent,
third party actuarial consultant, the actuarial consultant shall be chosen by
lot from an equal number of actuaries submitted by the Company and the
applicable Trustee. Any such referral shall only occur once in total and the
determination by the third-party actuarial consultant shall be final and binding
upon both parties. The Company shall be responsible for all of the fees and
expenses of the independent actuarial consultant.

         9.4 Lump Sum Payment

         In the event of a Funding Change in Control, notwithstanding anything
to the contrary in the Plan, upon a Director's Separation from Service from the
Board, that amount in the Deferred Compensation Plan Account(s) of a Participant
who was a Director determined as of the date of such Funding Change in Control
shall be paid out in a lump sum provided that such Separation from Service
occurred within two calendar years of the Funding Change in Control. The lump
sum payment shall be made within ninety (90) days of such Separation from
Service as permitted by Code Section 409A.

                                   SECTION 10

                               General Provisions

         10.1 In the event that the Company shall decide to establish an advance
accrual reserve on its books against the future expense of payments from any
Deferred Compensation Accounts, such reserve shall not under any circumstances
be deemed to be an asset of this Plan but, at all times, shall remain a part of
the general assets of the Company, subject to claims of the Company's creditors.

         10.2 A person entitled to any amount under this Plan shall be a general
unsecured creditor of the Company with respect to such amount. Furthermore, a
person entitled to a payment or distribution with respect to a Deferred
Compensation Account shall have a claim upon the Company only to the extent of
the balance in his Deferred Compensation Accounts.

         10.3 The Company will pay all commissions, fees, and expenses that may
be incurred in operating the Plan.

                                       17
<PAGE>

         10.4 The Company will pay its prorated share of all commissions, fees,
and expenses that may be incurred in operating any trust(s) established under
the Plan (including the Deferred Stock Trust and the Deferred Cash Trust).

         10.5 Notwithstanding any other provision of this Plan:

         (a) elections under this Plan may only be made by Directors while they
are directors of the Company; (with the exception of the designation of
beneficiaries); and

         (b) distributions otherwise payable to a Director in the form of Common
Stock or other corporation's stock shall be delayed and/or instead paid in cash
in an amount equal to the fair market value thereof if such payment in stock
would violate any federal or State securities laws (including Section 16(b) of
the Securities Exchange Act of 1934, as amended) and/or rules and regulations
promulgated thereunder.

         10.6 Directors, their legal representatives, and their beneficiaries
shall have no right to anticipate, alienate, sell, assign, transfer, pledge or
encumber their interests in the Plan, nor shall such interests be subject to
attachment, garnishment, levy or execution by or on behalf of creditors of the
Directors or of their beneficiaries.

                                   SECTION 11

                                 Administration

         11.1 General Provisions

         The Committee shall administer the Plan in accordance with its terms
and shall have all powers necessary to carry out the provisions of the Plan as
may be more particularly set forth herein. The Committee shall interpret the
Plan and shall determine all questions arising in the administration,
interpretation, and application of the Plan. Any such determination by the
Committee shall be conclusive and binding on all persons. The Committee shall be
the Plan's agent for service of process.

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

         11.2 Claims Process

         If a claim for benefits under the Plan is denied, in whole or in part,
the Committee will provide a written notice of the denial within a reasonable
period of time, but not later than 90 days after the claim is received. If
special circumstances require more time to process the claim, the Committee will
issue a written explanation of the special circumstances prior to the end of the
90 day period and a decision will be made as soon as possible, but not later
than 180 days after the claim is received.

                                       18
<PAGE>

         The written notice of claim denial will include:

          o    Specific reasons why the claim was denied;

          o    Specific references to applicable provisions of the Plan document
               or other relevant records or papers on which the denial is based,
               and information about where a Participant or his or her
               beneficiary may see them;

          o    A description of any additional material or information needed to
               process the claim, and an explanation of why such material or
               information is necessary;

          o    An explanation of the claims review procedure, including the time
               limits applicable to such procedure, as well as a statement
               notifying the Participant or his or her beneficiary of their
               right to file suit if the claim for benefits is denied, in whole
               or in part, on review.

         Upon request, a Participant or his or her beneficiary will be provided
without charge, reasonable access to, and copies of, all non-confidential
documents that are relevant to any denial of benefits. A claimant has 60 days
from the day he or she receives the original denial to request a review. Such
request must be made in writing and sent to the Committee. The request should
state the reasons why the claim should be reviewed and may also include evidence
or documentation to support the claimant's position.

         The Committee will reconsider the claimant's claim, taking into account
all evidence, documentation, and other information related to the claim and
submitted on the claimant's behalf, regardless of whether such information was
submitted or considered in the initial denial of the claim. The Committee will
make a decision within 60 days. If special circumstances require more time for
this process, the claimant will receive written explanation of the special
circumstances prior to the end of the initial 60 day period and a decision will
be sent as soon as possible, but not later than 120 days after the Committee
receives the request.

         No legal action to recover benefits or enforce or clarify rights under
a Plan can be commenced until the Participant or his or her beneficiary has
first exhausted the claims and review procedures provided under the Plan.

                                   SECTION 12

                    Amendment, Termination and Effective Date

         12.1 Amendment of the Plan

         The Plan may be amended or terminated at any time by the Board of
Directors, provided, however, that no such amendment or termination of the Plan
shall be effective if such amendment or termination is made or is effective
within a period that is (a) six (6) months before, or at any time after, a
Preliminary Change in Control and (b) prior to (x) the earlier of such time as
the Southern Committee shall have determined that the event that gave rise to
such Preliminary Change in Control shall not be Consummated or (y) two years
following the respective Change in Control, unless such amendment or termination
during such period has the effect of increasing benefits to Participants under


                                       19
<PAGE>

the Plan, is determined by the Board of Directors to be immaterial, or applies
solely to Directors who, in the case of a Company Change in Control, are not
Directors on the date of the respective Preliminary Change in Control, or, in
the case of a Southern Change in Control, are not Directors on the date of the
respective Southern Change in Control. Following a Change in Control, nothing in
this Section 12.1 shall prevent the Board of Directors from amending or
terminating the Plan as to any subsequent Change in Control provided that no
such amendment or termination shall impair any rights or reduce any benefits
previously accrued under the Plan as a result of a previous Change in Control.

         12.2 No Impairment of Benefits

         Notwithstanding the provisions of Section 12.1 herein, no amendment to
or termination of the Plan shall impair any rights to benefits that have accrued
hereunder.

         12.3 Section 409A of the Code

         All payments of "non-qualified deferred compensation" (within the
meaning of Section 409A of the Code), whether or not expressly designated as
such, are intended to comply with the requirements of Section 409A, and shall be
interpreted in accordance therewith. Neither the Participant nor the Company may
accelerate any such deferred payment, except in compliance with Section 409A for
such events that include but may not be limited to a termination of the Plan.

         12.4 Governing Law

         This Plan shall be construed in accordance with and governed by the
laws of the State of Georgia to the extent not inconsistent with the requirement
of the Employee Retirement Income Security Act of 1974, as amended, and Section
409A of the Code.




         IN WITNESS WHEREOF, the Plan, as amended and restated effective January
1, 2008, has been executed pursuant to resolutions of the Board of Directors of
Georgia Power Company, this 21 day of February, 2008.


                                                    GEORGIA POWER COMPANY

                                                    By:    /s/Daniel Lowery
                                                           Daniel Lowery
                                                        Corporate Secretary
Attest:

By:      /s/Wayne Boston
   Assistant Corporate Secretary



                                       20
<PAGE>




                 SCHEDULE OF PROVISIONS FOR PRE-2005 DEFERRALS
                                   SECTION 1

                                     Purpose

         1.1 Schedule of Provisions for Pre-2005 Deferrals: This Schedule sets
forth the operative provisions of the Plan applicable to "grandfathered"
deferrals of Cash Compensation and Stock Retainer made by Participants which are
treated by the Company as not subject to Section 409A of the Code. The Deferred
Compensation Account balance (plus earnings thereon) of the grandfathered
deferrals shall only be subject to the provisions set forth in this Schedule. In
accordance with transition rules under Section 409A of the Code, Internal
Revenue Service Notice 2005-1, Treasury Regulation Section 1.409A-1 et seq., or
any other applicable guidance from the Department of Treasury, these provisions
are only intended to preserve the rights and features of the "grandfathered"
deferrals and are, therefore, not intended to "materially modify" any aspect of
such rights and features. Provisions of this Schedule should be so construed
whenever necessary or appropriate. Provisions in this Schedule shall only be
amended in accordance with this Schedule's terms.

                                   SECTION 2

                                   Definitions

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

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

         2.3 "Business Combination" means a reorganization, merger or
consolidation or sale of Southern with another corporation or an entity treated
as a corporation for United States federal income tax purposes.

         2.4 "Cash Compensation" means the annual retainer fees and meeting fees
payable to a Director in cash.

         2.5 "Code" means the Internal Revenue Code of 1986, as amended, or any
successor statute.

         2.6 "Committee" means the Compensation and Executive Committees of the
Board, or such other committee as may be designated by the Board to be
responsible for administering the Plan and this Schedule.

         2.7 "Common Stock" means the common stock of Southern, including any
shares into which it may be split, subdivided, or combined.

         2.8 "Company" means Georgia Power Company, or any successor thereto.

                                       21
<PAGE>

         2.9 "Company Change in Control" means the following:

         (a) The Consummation of an acquisition by any Person of Beneficial
Ownership of 50% or more of the combined voting power of the then outstanding
Voting Securities of the Company; provided, however, that for purposes of this
Section 2.9, any acquisition by an Employee, or Group composed entirely of
Employees, any qualified pension plan, any publicly held mutual fund or any
employee benefit plan (or related trust) sponsored or maintained by Southern or
any corporation Controlled by Southern shall not constitute a Change in Control;

         (b) Consummation of a reorganization, merger or consolidation of the
Company (a "Company Business Combination"), in each case, unless, following such
Company Business Combination, Southern Controls the corporation surviving or
resulting from such Company Business Combination; or

         (c) Consummation of the sale or other disposition of all or
substantially all of the assets of the Company to an entity which Southern does
not Control.

         2.10 "Compensation Payment Date" means the date on which compensation,
including Cash Compensation and the Stock Retainer, is payable to a Director or
compensation which would otherwise be payable to a Director if an election to
defer such compensation had not been made.

         2.11 "Consummation" means the completion of the final act necessary to
complete a transaction as a matter of law, including, but not limited to, any
required approvals by the corporation's shareholders and board of directors, the
transfer of legal and beneficial title to securities or assets and the final
approval of the transaction by any applicable domestic or foreign governments or
agencies.

         2.12 "Control" means, in the case of a corporation, Beneficial
Ownership of more than 50% of the combined voting power of the corporation's
Voting Securities, or in the case of any other entity, Beneficial Ownership of
more than 50% of such entity's voting equity interests.

         2.13 "Deferred Cash Trust" means the Deferred Cash Compensation Trust
for Directors of The Southern Company and its Subsidiaries.

         2.14 "Deferred Compensation Account" means the Prime Rate Investment
Account, the Phantom Stock Investment Account, the Deferred Stock Account,
and/or the Subsidiary Company Investment Account applicable to "grandfathered"
deferrals of Cash Compensation and Stock Retainer made by Participants which are
treated by the Company as not subject to Section 409A of the Code.

         2.15 "Deferred Pension Election" means the election by a Director who
had a Pension Benefit as of the Termination Date, who made a single one-time
election, to credit all his Pension Benefit into (i) the Prime Rate Investment
Account or (ii) the Phantom Stock Investment Account in connection with the


                                       22
<PAGE>

deferral of receipt of the Director's Pension Benefit until termination from the
Board.

         2.16 "Deferred Stock Account" means the bookkeeping account established
under Section 5.3 of this Schedule on behalf of a Director and includes shares
of Common Stock credited thereto to reflect the reinvestment of dividends
pursuant to Section 5.3(a)(iii) of this Schedule.

         2.17 "Deferred Stock Trust" means the Deferred Stock Trust for
Directors of The Southern Company and its Subsidiaries.

         2.18 "Director" means a member of the Board.

         2.19 "Distribution Election" means the designation by a Director of the
manner of distribution of the amounts and quantities held in the Director's
Deferred Compensation Accounts upon the director's termination from the Board
pursuant to Section 6.4 of this Schedule.

         2.20 "Employee" means an employee of Southern or any of its
subsidiaries that are "employing companies" as defined in the Southern Company
Deferred Compensation Plan as amended and restated effective January 1, 2005,
and as may be amended from time to time.

         2.21 "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

         2.22 "Funding Change in Control" means any of the following:

               (a)  The Consummation of an acquisition by any Person of
                    Beneficial Ownership (during the 12-month period ending on
                    the date of the most recent acquisition by such Person) of
                    35% or more of Southern's Voting Securities; provided,
                    however, that for purposes of this subsection (a), the
                    following acquisitions of Southern's Voting Securities shall
                    not constitute a Funding Change in Control:

                    (i)  any acquisition directly from Southern;

                    (ii) any acquisition by Southern;

                    (iii) any acquisition by any employee benefit plan (or
                         related trust) sponsored or maintained by Southern or
                         any corporation controlled by Southern;

                    (iv) any acquisition by a qualified pension plan or publicly
                         held mutual fund;

                    (v)  any acquisition by an employee of Southern or its
                         subsidiary or affiliate, or Group composed exclusively
                         of such employees; or

                                       23
<PAGE>

                    (vi) any Business Combination which would not otherwise
                         constitute a Funding Change in Control because of the
                         application of clauses (i), (ii) and (iii) of this
                         Section 2.22(a);

               (b)  The date a majority of members of the Southern Board of
                    Directors is replaced during any 12-month period by
                    directors whose appointment or election is not endorsed by a
                    majority of the members of the Southern Board of Directors
                    before the date of the appointment or election;

               (c)  The Consummation of a Business Combination, unless,
                    following such Business Combination, all of the following
                    three conditions are met:

                    (i)  all or substantially all of the individuals and
                         entities who held Beneficial Ownership, respectively,
                         of Southern's Voting Securities immediately prior to
                         such Business Combination beneficially own, directly or
                         indirectly, 50% or more of the combined voting power of
                         the Voting Securities of the corporation surviving or
                         resulting from such Business Combination, (including,
                         without limitation, a corporation which as a result of
                         such transaction holds Beneficial Ownership of all or
                         substantially all of Southern's Voting Securities or
                         all or substantially all of Southern's assets) (such
                         surviving or resulting corporation to be referred to as
                         "Surviving Company"), in substantially the same
                         proportions as their ownership, immediately prior to
                         such Business Combination, of Southern's Voting
                         Securities;

                    (ii) no Person (excluding any corporation resulting from
                         such Business Combination, any qualified pension plan,
                         publicly held mutual fund, Group composed exclusively
                         of employees or employee benefit plan (or related
                         trust) of Southern, its subsidiaries or Surviving
                         Company) holds Beneficial Ownership, directly or
                         indirectly, of 35% or more of the combined voting power
                         of the then outstanding Voting Securities of Surviving
                         Company except to the extent that such ownership
                         existed prior to the Business Combination; and

                    (iii) the majority of the members of the board of directors
                         of Surviving Company during the 12-month period
                         following the Business Combination were members of the
                         Southern Board of Directors at the earlier of the date
                         of execution of the initial agreement, or of the action
                         of the Southern Board of Directors, providing for such
                         Business Combination or such members of the board of
                         directors of the Surviving Company are directors whose
                         appointment or election was endorsed by a majority of
                         the members of such Southern Board of Directors.

                                       24
<PAGE>

               (d)  The Consummation of an acquisition by any Person of
                    Beneficial Ownership (during the 12-month period ending on
                    the date of the most recent acquisition by such Person) of
                    50% or more of the combined voting power of the then
                    outstanding Voting Securities of the Company; provided,
                    however, that for purposes of this Section 2.22(d), any
                    acquisition by an employee of Southern or its subsidiary or
                    affiliate, or Group composed entirely of such employees, any
                    qualified pension plan, publicly held mutual fund or any
                    employee benefit plan (or related trust) sponsored or
                    maintained by Southern or any corporation Controlled by
                    Southern shall not constitute a Funding Change in Control;

               (e)  The Consummation of a reorganization, merger or
                    consolidation of the Company with another corporation (a
                    "Funding Subsidiary Business Combination"), in each case,
                    unless, following such Funding Subsidiary Business
                    Combination, Southern Controls the corporation surviving or
                    resulting from such Funding Subsidiary Business Combination,
                    or

               (f)  The Consummation of the sale or other disposition of all or
                    substantially all of the assets of the Company to an entity
                    that Southern does not Control; provided, however, that for
                    purposes of this subsection (f) the following sales or
                    dispositions otherwise described herein shall not constitute
                    a Funding Change in Control:

                    (i)  the sale or other disposition of all or substantially
                         all of the assets of the Company to Southern or to a
                         shareholder of Southern in exchange for or with respect
                         to such shareholder's stock of Southern;

                    (ii) the sale of other disposition of all or substantially
                         all of the assets of the Company to a Person that owns,
                         directly or indirectly, 50% or more of the total value
                         or voting power of the outstanding stock of Southern;
                         or

                    (iii) the sale or other disposition of all or substantially
                         all of the assets of the Company to an entity
                         Controlled by shareholders of Southern that hold,
                         directly or indirectly, 50% or more of the total value
                         or voting power of all of the outstanding stock of
                         Southern.

         For purposes of this Section 2.22(f) "all or substantially all of the
assets" means at least 80% of the gross value of the assets of the entity
immediately before the acquisition.

         2.23 "Funding Event" shall mean the occurrence of any of the following
events as administratively determined by the Southern Committee:

          (a)  Southern or the Company has entered into a written agreement,
               such as, but not limited to, a letter of intent, which, if
               Consummated, would result in a Funding Change in Control;

                                       25
<PAGE>

          (b)  Southern, the Company or any other Person publicly announces an
               intention to take or to consider taking actions which, if
               Consummated, would result in a Funding Change in Control under
               circumstances where the Consummation of the announced action or
               intended action is legally and financially possible;

          (c)  Any Person acquires Beneficial Ownership of fifteen percent (15%)
               or more of the Common Stock; or

          (d)  The Southern Board of Directors or the board of directors of the
               Company elects to otherwise fund the Deferred Cash Trust and
               Deferred Stock Trust in accordance with the provisions of Section
               7 of this Schedule.

         2.24 "Funding Subsidiary Business Combination" shall have the meaning
set forth in Section 2.22(e) hereof.

         2.25 "Group" has the meaning set forth in Section 14(d) of the Exchange
Act.

         2.26 "Incumbent Board" means those individuals who constitute the
Southern board of directors as of January 1, 2008, plus any individual who shall
become a director subsequent to such date whose election or nomination for
election by Southern's shareholders was approved by a vote of at least 75% of
the directors then comprising the Incumbent Board. Notwithstanding the
foregoing, no individual who shall become a director of the Southern board of
directors subsequent to January 1, 2008, whose initial assumption of office
occurs as a result of an actual or threatened election contest (within the
meaning of Rule 14a-11 of the regulations promulgated under the Exchange Act)
with respect to the election or removal of directors or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person other
than the Southern board of directors shall be a member of the Incumbent Board.

         2.27 "Market Value" means the average of the high and low prices of the
Common Stock, as published in the Wall Street Journal in its report of New York
Stock Exchange composite transactions, on the date such Market Value is to be
determined, as specified herein (or the average of the high and low sale prices
on the trading day immediately preceding such date if the Common Stock is not
traded on the New York Stock Exchange on such date).

         2.28 "Participant" means a Director or former Director who has an
unpaid Deferred Compensation Account balance under this Schedule.

         2.29 "Participating Companies" means those companies that are
affiliated with Southern whose boards of directors have authorized the
establishment of trust(s) for the funding of their respective directors'
Deferred Compensation Accounts under their respective Deferred Compensation
Plans for Directors, including the Plan as maintained by the Company for its
Directors.

         2.30 "Pension Benefit" means the U.S. dollar amount of the
actuarially-determined present value of benefits based on a Director's expected
service at the required retirement date under The Southern Company Outside
Directors Pension Plan, as calculated as of the Termination Date, plus accrued
earnings on such amount calculated as if invested at the Prime Interest Rate


                                       26
<PAGE>

from the Termination Date, until such amount is invested in Deferred
Compensation Accounts.

         2.31 "Pension Benefit Investment Date" means the date to be determined
by the Committee, as of which the Director's Pension Benefit will be credited to
a Deferred Compensation Account in accordance with the director's Deferred
Pension Election.

         2.32 "Person" means any individual, entity or group within the meaning
of Section 13(d)(3) or 14(d)(2) of the Exchange Act.

         2.33 "Phantom Stock Investment Account" means the bookkeeping account
established pursuant to Section 5.2 of this Schedule in which a Director may
elect to defer Cash Compensation or make investments, and includes amounts
credited thereto to reflect the reinvestment of dividends.

         2.34 "Plan" means the Deferred Compensation Plan for Outside Directors
of Georgia Power Company as from time to time in effect.

         2.35 "Plan Period" means the period designated in Section 4.

         2.36 "Preliminary Change in Control" means the occurrence of any of the
following as determined by the Southern Committee:

               (a)  Southern or the Company has entered into a written
                    agreement, such as, but not limited to, a letter of intent,
                    which, if Consummated, would result in a Southern Change in
                    Control or a Company Change in Control, as the case may be;

               (b)  Southern, the Company or any Person publicly announces an
                    intention to take or to consider taking actions which, if
                    Consummated, would result in a Southern Change in Control or
                    a Company Change in Control under circumstances where the
                    Consummation of the announced action or intended action is
                    legally and financially possible;

               (c)  Any Person becomes the Beneficial Owner of fifteen percent
                    (15%) or more of the Common Stock; or

               (d)  The Southern board of directors or the board of directors of
                    the Company has declared that a Preliminary Change in
                    Control has occurred.

         2.37 "Prime Interest Rate" means the prime rate of interest as
published in the Wall Street Journal, or its successor on the 1st day of each
quarter.

         2.38 "Prime Rate Investment Account" means the bookkeeping account
established pursuant to Section 5.1 of this Schedule in which a Director may
elect to defer Cash Compensation or make investments, the investment return on
which is computed at the Prime Interest Rate.

                                       27
<PAGE>

         2.39 "Southern" means The Southern Company.

         2.40 "Southern Change in Control" means any of the following:

               (a)  The Consummation of an acquisition by any Person of
                    Beneficial Ownership of 20% or more of Southern's Voting
                    Securities; provided, however, that for purposes of this
                    subsection (a), the following acquisitions of Southern's
                    Voting Securities shall not constitute a Change in Control:

                    (i)  any acquisition directly from Southern,

                    (ii) any acquisition by Southern,

                    (iii) any acquisition by any employee benefit plan (or
                         related trust) sponsored or maintained by Southern or
                         any corporation controlled by Southern,

                    (iv) any acquisition by a qualified pension plan or publicly
                         held mutual fund,

                    (v)  any acquisition by an Employee or Group composed
                         exclusively of Employees, or

(vi)                                any Business Combination which would not
                                    otherwise constitute a Change in Control
                                    because of the application of clauses (i),
                                    (ii) and (iii) of Section 2.40(a) of this
                                    Schedule;

               (b)  A change in the composition of Southern's board of directors
                    whereby individuals who constitute the Incumbent Board cease
                    for any reason to constitute at least a majority of
                    Southern's board of directors; or

               (c)  Consummation of a Business Combination, unless, following
                    such Business Combination, all of the following three
                    conditions are met:

                    (i)  all or substantially all of the individuals and
                         entities who held Beneficial Ownership, respectively,
                         of Southern's Voting Securities immediately prior to
                         such Business Combination beneficially own, directly or
                         indirectly, 65% or more of the combined voting power of
                         the Voting Securities of the corporation surviving or
                         resulting from such Business Combination, (including,
                         without limitation, a corporation which as a result of
                         such transaction holds Beneficial Ownership of all or
                         substantially all of Southern's Voting Securities or
                         all or substantially all of Southern's assets) (such
                         surviving or resulting corporation to be referred to as
                         "Surviving Company"), in substantially the same
                         proportions as their ownership, immediately prior to
                         such Business Combination, of Southern's Voting
                         Securities;

                                       28
<PAGE>

                    (ii) no Person (excluding any corporation resulting from
                         such Business Combination, any qualified pension plan,
                         publicly held mutual fund, Group composed exclusively
                         of employees or employee benefit plan (or related
                         trust) of Southern, its subsidiaries, or Surviving
                         Company) holds Beneficial Ownership, directly or
                         indirectly, of 20% or more of the combined voting power
                         of the then outstanding Voting Securities of Surviving
                         Company except to the extent that such ownership
                         existed prior to the Business Combination; and

                    (iii) at least a majority of the members of the Board were
                         members of the Incumbent Board at the earlier of the
                         date of execution of the initial agreement, or of the
                         action of the Southern board of directors, providing
                         for such Business Combination.

         2.41 "Southern Committee" means a committee comprised of the Chairman
of the Southern Board of Directors, the Chief Financial Officer of Southern, and
the General Counsel of Southern.

         2.42 "Stock Retainer" means the annual Board retainer fee that is paid
to the Director in the form of Common Stock.

         2.43 "Subsidiary Company Investment Account" means the bookkeeping
account(s) established pursuant to Section 5.4 of this Schedule on behalf of a
Director that is credited with shares of stock, other than Common Stock, paid as
a dividend on shares of Common Stock.

         2.44 "Termination Date" means January 1, 1997, the date as of which The
Southern Company Outside Directors Pension Plan was effectively terminated.

         2.45 "Transferred Amount" means an amount (a) equal to the value of a
Director's accounts under the applicable deferred compensation plan for
directors of Southern, Alabama Power Company, Gulf Power Company, Mississippi
Power Company, or Savannah Electric and Power Company and (b) which has been
transferred to the Plan in connection with the Director's transfer from the
board of directors of Southern, Alabama Power Company, Gulf Power Company,
Mississippi Power Company, or Savannah Electric and Power Company to the Board.

         2.46 "Transferred Amount Investment Date" means the date as of which a
Director's Transferred Amount will be credited to a Deferred Compensation
Account in accordance with Section 5.5 of this Schedule.

         2.47 "Trust Administrator" means the individual or committee that is
established in the Deferred Stock Trust and the Deferred Cash Trust, to
administer such trusts on behalf of the Participating Companies.

         2.48 "Voting Securities" shall mean the outstanding voting securities
of a corporation entitling the holder thereof to vote generally in the election
of such corporation's directors.

                                       29
<PAGE>

         Where the context requires, words in the masculine gender shall include
the feminine gender, words in the singular shall include the plural, and words
in the plural shall include the singular.

                                   SECTION 3

                                   Eligibility

         For so long as a Director has a Deferred Compensation Account balance
governed by this Schedule, he or she shall be a Participant in the Plan for
purposes of this Schedule, and such Deferred Compensation Account balance shall
be maintained and administered solely in accordance with the terms of this
Schedule.

                                   SECTION 4

                                  Plan Periods

         No new deferral elections may be made which are subject to this
Schedule.

                                   SECTION 5

                                    Accounts

         5.1 Prime Rate Investment Account

         A Prime Rate Investment Account shall be established for each Director
electing deferral of Cash Compensation for investment at the Prime Interest
Rate. The amount directed by the Director to such account shall be credited to
it as of the Pension Benefit Investment Date, Compensation Payment Date, or
Transferred Amount Investment Date, as applicable, and credited thereafter with
interest computed using the Prime Interest Rate. Interest shall be computed from
the date such compensation is credited to the account and compounded quarterly
at the end of each calendar quarter. The Prime Interest Rate in effect on the
first day of a calendar quarter shall be deemed the Prime Interest Rate in
effect for that entire quarter. Interest shall accrue and compound on any
balance until the amount credited to the account is fully distributed.

         5.2 Phantom Stock Investment Account

         The Phantom Stock Investment Account established for each Director
electing deferral of Cash Compensation for investment at the Common Stock
investment rate shall be credited with the number of shares (including
fractional shares rounded to the nearest ten-thousandth) of Common Stock which
could have been purchased on the Pension Benefit Investment Date, the
Compensation Payment Date, or Transferred Amount Investment Date, as applicable,
as determined by dividing the applicable compensation by the Market Value on
such date. On the date of the payment of dividends on the Common Stock, the
Director's Phantom Stock Investment Account shall be credited with additional
shares (including fractional shares rounded to the nearest ten-thousandth) of
Common Stock, as follows:

                                       30
<PAGE>

               (a)  In the case of cash dividends, such additional shares as
                    would have been purchased as of the Common Stock dividend
                    record date as if the credited shares had been outstanding
                    on such date and dividends reinvested thereon under the
                    Southern Company Southern Investment Plan;

               (b)  In the case of dividends payable in property other than cash
                    or Common Stock, such additional shares as could be
                    purchased at the Market Value as of the date of payment with
                    the fair market value of the property which would have been
                    payable if the credited shares had been outstanding; and

               (c)  In the case of dividends payable in Common Stock, such
                    additional shares as would have been payable on the credited
                    shares as if they had been outstanding.

         5.3 Deferred Stock Account

               (a)  A Director's Deferred Stock Account will be credited:

                    (i)  with the number of shares of Common Stock (rounded to
                         the nearest ten thousandth of a share) determined by
                         dividing the amount of Cash Compensation subject to
                         deferral or investment in the Deferred Stock Account by
                         the average price paid by the Trustee of the Deferred
                         Stock Trust for shares of Common Stock with respect to
                         the Pension Benefit Investment Date or the Compensation
                         Payment Date, as applicable, as reported by the
                         Trustee, or, if the Trustee shall not at such time
                         purchase any shares of Common Stock, by the Market
                         Value on such date;

                    (ii) as of the date on which Stock Retainer is paid, the
                         shares of Common Stock payable to the Director as his
                         Stock Retainer; and

                    (iii) as of each date on which dividends are paid on the
                         Common Stock, with the number of shares of Common Stock
                         (rounded to the nearest ten thousandth of a share)
                         determined by multiplying the number of shares of
                         Common Stock credited in the Director's Deferred Stock
                         Account on the dividend record date, by the dividend
                         rate per share of Common Stock, and dividing the
                         product by the price per share of Common Stock
                         attributable to the reinvestment of dividends on the
                         shares of Common Stock held in the Deferred Stock Trust
                         on the applicable dividend payment date or, if the
                         Trustee of the Deferred Stock Trust has not reinvested
                         in shares of Common Stock on the applicable dividend
                         reinvestment date, the product shall be divided by the
                         Market Value on the dividend payment date.

               (b)  If Southern enters into transactions involving stock splits,
                    stock dividends, reverse splits or any other
                    recapitalization transactions, the number of shares of
                    Common Stock credited to a Director's Deferred Stock Account


                                       31
<PAGE>

                    will be adjusted (rounded to the nearest ten thousandth of a
                    share) so that the Director's Deferred Stock Account
                    reflects the same equity percentage interest in Southern
                    after the recapitalization as was the case before such
                    transaction.

               (c)  If at least a majority of Southern's stock is sold or
                    exchanged by its shareholders pursuant to an integrated plan
                    for cash or property (including stock of another
                    corporation) or if substantially all of the assets of
                    Southern are disposed of and, as a consequence thereof, cash
                    or property is distributed to Southern's shareholders, each
                    Director's Deferred Stock Account will, to the extent not
                    already so credited under this Section 5.3, be (i) credited
                    with the amount of cash or property receivable by a Southern
                    shareholder directly holding the same number of shares of
                    Common Stock as is credited to such Director's Deferred
                    Stock Account and (ii) debited by that number of shares of
                    Common Stock surrendered by such equivalent Southern
                    shareholder.

               (d)  Each Director who has a Deferred Stock Account also shall be
                    entitled to provide directions to the Trust Administrator to
                    vote the Common Stock in his account in the Deferred Stock
                    Trust with respect to any matter presented for a vote to the
                    shareholders of Southern. Such Trust Administrator shall
                    arrange for distribution to all Directors in a timely manner
                    of all communications directed generally to the Southern
                    shareholders as to which their votes are solicited.

         5.4 Subsidiary Company Investment Account

               (a)  A Director's Stock Dividend Investment Account will be
                    credited as of the date on which a dividend is paid in stock
                    other than Common Stock to the Company's common stockholders
                    with the number of shares of such other corporation's stock
                    receivable by such Southern common stockholder. Thereafter,
                    if dividends are paid on the above-described non-Common
                    Stock dividends, such subsequent dividends shall be credited
                    in the same manner as described in Section 5.3(a)(iii) of
                    this Schedule.

               (b)  Each Director who has a Subsidiary Company Investment
                    Account also shall be entitled to provide directions to the
                    Trust Administrator to vote the applicable corporation's
                    common stock held by the Deferred Stock Trust equivalent to
                    the number of shares credited to the Director's Subsidiary
                    Company Investment Account with respect to any matter
                    presented for a vote to such corporation's shareholders. The
                    Trust Administrator shall arrange for distribution to all
                    Directors in a timely manner of all communications directed
                    generally to the applicable corporation's shareholders as to
                    which their votes are solicited.

                                       32
<PAGE>

         5.5 Transferred Amounts

               (a)  As soon as administratively practicable, the Company shall
                    establish for a Director transferring to the Board from the
                    board of directors of Southern, Alabama Power Company, Gulf
                    Power Company, Mississippi Power Company, or Savannah
                    Electric and Power Company, such Deferred Compensation
                    Accounts as are necessary to implement Section 5.5(b) below.

               (b)  Any Transferred Amounts will be credited to the Deferred
                    Compensation Account(s) established that are comparable to
                    the deferred compensation accounts to which such amounts
                    were credited under the applicable deferred compensation
                    plan for directors of Southern, Alabama Power Company, Gulf
                    Power Company, Mississippi Power Company, or Savannah
                    Electric and Power Company, as soon as administratively
                    practicable following the date the Transferred Amounts are
                    transferred to the Plan. Thereafter, the Transferred Amounts
                    shall be credited with investment returns as applicable
                    under this Section 5 of the Schedule.

                                   SECTION 6

                                  Distributions

         6.1 Upon the termination of a Director's membership on the Board the
amount credited to a Director's Deferred Compensation Accounts will be paid to
the Director or his beneficiary, as applicable, in the following manner:

               (a)  the amount credited to a Director's Prime Rate Investment
                    Account and Phantom Stock Investment Account shall be paid
                    in cash;

               (b)  the amount credited to a Director's Deferred Stock Account
                    shall, except as otherwise provided in Sections 5.3 and 6.7
                    of this Schedule, or to the extent the Company is otherwise,
                    in the reasonable judgment of the Committee, precluded from
                    doing so, be paid in shares of Common Stock (with any
                    fractional share interest therein paid in cash to the extent
                    of the then Market Value thereof); and

               (c)  the amount credited to a Subsidiary Company Investment
                    Account shall, except as otherwise provided in Section 6.7
                    of this Schedule, be paid from the assets in the Deferred
                    Stock Trust in shares of the applicable corporation, however
                    if there is not a sufficient number of shares held in the
                    Trust, the remainder shall be paid in cash based upon the
                    Market Value of such shares.

                                       33
<PAGE>

                    Such payments shall be from the general assets of the
                    Company (including the Deferred Cash Trust and the Deferred
                    Stock Trust) in accordance with this Section 6.

         Notwithstanding the foregoing, in the event the Company enters into an
agreement described in Section 6.3 of this Schedule with respect to a Director
prior to the Director's termination of membership, the Company shall have no
obligation to make distributions to the Director under this Section 6.1 in
connection with such Director's termination of membership on the Board.

         6.2 Unless other arrangements are specified by the Committee on a
uniform and nondiscriminatory basis, deferred amounts shall be paid in the form
of (i) a lump sum payment, or (ii) in approximately equal annual installments,
as elected by the Director pursuant to the provisions of Section 6.4 of this
Schedule. Such payments shall be made (or shall commence) as soon as practicable
following the termination of Board membership or, if so elected in the
Distribution Election, up to twenty-four (24) months following such termination.

         In the event a Director elected to receive the balance of his Deferred
Compensation Accounts in a lump sum, distribution shall be made on the first day
of the month selected by the Director on his Distribution Election, or as soon
as reasonably possible thereafter. If the Director elected to receive annual
installments, the first payment shall be made on the first day of the month
selected by a Director, or as soon as reasonably possible thereafter, and shall
be equal to the balance in the Director's Deferred Compensation Accounts on such
date divided by the number of annual installment payments. Each subsequent
annual payment shall be an amount equal to the balance in the Director's
Deferred Compensation Accounts on the date of payment divided by the number of
remaining annual payments and shall be paid on the anniversary of the preceding
date of payment. The Market Value of any shares of Common Stock credited to a
Director's Phantom Stock Investment Account shall be determined as of a day of
the month immediately preceding the date of any lump sum or installment
distribution as determined by the Committee.

         Upon the death of a Director, or a former Director prior to the payment
of all amounts credited to the Director's Deferred Compensation Accounts, the
unpaid balance shall be paid in the sole discretion of the Committee (i) in a
lump sum to the designated beneficiary of such Director or former Director
within thirty (30) days of the date of death (or as soon as reasonably possible
thereafter) or (ii) in accordance with the Distribution Election made by such
Director or former Director. In the event a beneficiary designation has not been
made, or the designated beneficiary is deceased or cannot be located, payment
shall be made to the estate of the Director or former Director. The Market Value
of any shares of Common Stock credited to a Director's Phantom Stock Investment
Account shall be determined as of a day of the month immediately preceding the
date of any lump sum or installment distribution as determined by the Committee.

         6.3 If the Company enters into a written agreement with a parent,
subsidiary, affiliate or former affiliate of the Company under which the parent
or affiliate assumes liability for a Director's benefits accrued under the
Schedule in connection with, but prior to, such Director's termination of
membership on the Board and the Director either has been or will be elected to
the board of directors of such parent or affiliate of the Company, the value of


                                       34
<PAGE>

the Director's benefits which have accrued under this Schedule as of the date
the Director terminates from the Board shall be transferred from the Company to
the parent, subsidiary, affiliate or former affiliate of the Company, and the
Company shall have no further obligation to make any distributions to the
Director under Section 6.1 of this Schedule or any other section herein.

         6.4 Distribution Election

               (a)  Except as set forth in Sections 6.4(b) and (c) of this
                    Schedule, prior to the initial establishment of a Deferred
                    Compensation Account for a Director, the Director must
                    elect, in writing, that upon termination from the Board of
                    Directors the values and quantities held in the Directors
                    Deferred Compensation Accounts be distributed to the
                    Director, pursuant to the provisions of this Section 6, in a
                    lump sum or in a series of annual installments not to exceed
                    ten (10). The time for the commencement of distribution
                    shall not be later than the first day of the month
                    coinciding with or next following the second anniversary of
                    termination of Board membership.

               (b)  Any Director who made a Deferred Pension Election made a
                    Distribution Election at the time the Deferred Pension
                    Election was made attributable to the Pension Benefit and
                    any accumulated investment return.

               (c)  In the event a Director terminates from the Board with
                    Deferred Compensation Accounts established under Section 5.5
                    of this Schedule, the Transferred Amounts and accumulated
                    investment return held in such Accounts shall be distributed
                    to the Director in accordance with the Director's
                    distribution election in effect under the applicable
                    deferred compensation plan for directors of Southern or one
                    of its subsidiaries or affiliates on the date the Director
                    is transferred to the Board and the provisions of this
                    Section 6, unless such election is changed pursuant to
                    Section 6.4(d) below.

               (d)  Distribution Elections made under Sections 6.4 (a), (b) and
                    (c) above are irrevocable except that a Director may amend
                    any of the Distribution Elections then in effect while the
                    Director is still a director of the Company as required
                    under Section 6.7 of this Schedule and not later than the
                    361st day prior to the date of the earliest distribution
                    elected and in place under this Schedule. Any amendment to a
                    Director's Distribution Election pursuant to the preceding
                    sentence shall not accelerate the commencement of the
                    Director's distribution to a date which is prior to the 13th
                    month following the date of such amendment. In addition, any
                    amendment to a Distribution Election must be made on a form
                    prescribed by the Committee and delivered to the Secretary
                    or Assistant Secretary of the Company.

                                       35
<PAGE>

         6.5 Beneficiary Designation

         A Director or former Director may designate a beneficiary to receive
distributions under this Schedule in accordance with the provisions of this
Section 6 upon the death of the director. The beneficiary designation may be
changed by a Director or former Director at any time, and without the consent of
the prior beneficiary.

         6.6 Form of Election

         All elections pursuant to the provisions of this Section 6 of the
Schedule shall be made in writing to the Secretary or Assistant Secretary of the
Company on a form or forms available upon request of the Secretary or Assistant
Secretary.

         6.7 Distribution Limitations

         Notwithstanding any other provision of this Schedule: (i) elections
under this Schedule may only be made by Directors while they are directors of
the Company (with the exception of the designation of beneficiaries), and (ii)
distributions otherwise payable to a Director in the form of Common Stock shall
be delayed and/or instead paid in cash in an amount equal to the fair market
value thereof if such payment in Common Stock would violate any federal or State
securities laws (including Section 16(b) of the Securities Exchange Act of 1934,
as amended) and/or rules and regulations promulgated thereunder.

                                   SECTION 7

                 Change in Control and Other Special Provisions

         7.1 Notwithstanding any other terms of this Schedule to the contrary,
following a Funding Event or a Preliminary Change in Control as the case may be,
the provisions of this Section 7 shall apply to the payment of benefits under
this Schedule with respect to any Director who is a Participant on such date.

         7.2 The Deferred Cash Trust and the Deferred Stock Trust (collectively
"Trusts") have been established to hold assets of the Participating Companies
under certain circumstances as a reserve for the discharge of the Company's
obligations under the Schedule. In the event of a Funding Event involving a
Funding Change in Control, the Company shall be obligated to immediately
contribute such amounts to the Trusts as may be necessary to fully fund all
benefits payable under this Schedule in accordance with the procedures set forth
in Section 7.3 hereof. In addition, in order to provide the added protections
for certain individuals in accordance with Paragraph 7(b) of the Deferred Cash
Trust and Paragraph 7(c) of the Deferred Stock Trust, the Company may fund the
Trusts prior to a Funding Change in Control of Southern or the Company in
accordance with the terms of the Trusts. All assets held in the Trusts remain
subject only to the claims of the Participating Companies' general creditors
whose claims against the Participating Companies are not satisfied because of
the Participating Companies' bankruptcy or insolvency (as those terms are
defined in the Trust). No Participant has any preferred claim on, or beneficial
ownership interest in, any assets of the Trusts before the assets are paid to
the Participant and all rights created under the Trusts, as under this Schedule,
are unsecured contractual claims of the Participant against the Company.

                                       36
<PAGE>

         7.3 As soon as practicable following a Funding Event, the Company shall
contribute an amount based upon the funding strategy adopted by the Trust
Administrator with the assistance of an appointed actuary necessary to fulfill
the Company's obligations pursuant to this Section 7. In the event of a dispute
over such actuary's determination, the Company and any complaining
Participant(s) shall refer such dispute to an independent, third party actuarial
consultant, chosen by the Company and such Participant. If the Company and the
Participant cannot agree on an independent, third party actuarial consultant,
the actuarial consultant shall be chosen by lot from an equal number of
actuaries submitted by the Company and the applicable Trustee. Any such referral
shall only occur once in total and the determination by the third-party
actuarial consultant shall be final and binding upon both parties. The Company
shall be responsible for all of the fees and expenses of the independent
actuarial consultant.

         7.4 In the event of a Southern Change in Control or a Company Change in
Control, notwithstanding anything to the contrary in this Schedule, upon
termination as a Director, that amount in the Deferred Compensation Plan
Account(s) of a Participant who was a Director determined as of such Change in
Control shall be paid out in a lump sum if such Participant makes an election
pursuant to procedures established by the Trust Administrator, in its sole and
absolute discretion. If no such election is made, the Director shall receive
payment of his Accounts solely in accordance with Section 6 of this Schedule.

                                   SECTION 8

                            Miscellaneous Provisions

         8.1 Except for Sections 12.1 and 12.2 of the main body of the Plan,
Sections 9, 10 and 11 of the main body of the Plan are hereby incorporated by
reference into this Schedule. Any amendment to Sections 9, 10 and 11 of the main
body of the Plan shall operate as an amendment to Sections 9, 10 and 11 of the
Schedule except that Section 8.2 below shall set forth the sole method for
amending and/or terminating this Schedule.

         8.2 Subject to Section 8.1, this Schedule may be amended or terminated
at any time by the Board in its sole discretion at any time and from time to
time by written resolution expressly modifying this Schedule provided, however,
that no such amendment or termination shall impair any rights to any benefits
that have accrued hereunder, and further provided that no such amendment or
termination of the Plan shall be effective if such amendment or termination is
made or is effective within a period that is (a) six (6) months before, or at
any time after, a Preliminary Change in Control and (b) prior to (x) the earlier
of such time as the Southern Committee shall have determined that the event that
gave rise to such Preliminary Change in Control shall not be Consummated or (y)
two years following the respective Change in Control, unless such amendment or
termination during such period has the effect of increasing benefits to
Participants under the Plan, is determined by the Board of Directors to be
immaterial, or applies solely to Directors who, in the case of a Company Change
in Control, are not Directors on the date of the respective Preliminary Change
in Control, or, in the case of a Southern Change in Control, are not Directors
on the date of the respective Southern Change in Control. Following a Change in
Control, nothing in this Section 8.2 shall prevent the Board of Directors from
amending or terminating the Schedule as to any subsequent Change in Control
provided that no such amendment or termination shall impair any rights or reduce


                                       37
<PAGE>

any benefits previously accrued under the Schedule as a result of a previous
Change in Control. It is the Company's intent that any modification to this
Schedule shall not constitute nor shall it be interpreted to be a "material
modification" of any right or feature of this Schedule as such term is defined
under Section 409A of the Code, Internal Revenue Service Notice 2005-1, Treasury
Regulation Section 1.409A-1 et seq., or any subsequent guidance promulgated by
the Treasury Department, unless the Schedule is amended contemporaneously to
comply with Code Section 409A.



                                       38