Exhibit 10(a)63















                              THE SOUTHERN COMPANY

                              EMPLOYEE SAVINGS PLAN









                             As Amended and Restated
                             Effective July 3, 1995




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                                TABLE OF CONTENTS


ARTICLE I    PURPOSE......................................................  1
                  
ARTICLE II   DEFINITIONS..................................................  2

2.1  "Account"............................................................  2
2.2  "Actual Contribution Percentage Test"................................  2
2.3  "Actual Deferral Percentage".........................................  2
2.4  "Actual Deferral Percentage Test"....................................  2
2.5  "Affiliated Employer"................................................  2
2.6  "Aggregate Account"..................................................  3
2.7  "Aggregation Group" .................................................  3
              (a)      "Required Aggregation Group".........................3
              (b)      "Permissive Aggregation Group".......................4
2.8  "Annual Addition"....................................................  4
2.9  "Average Actual Deferral Percentage".................................  4
2.10 "Average Contribution Percentage"....................................  4
2.11 "Beneficiary"........................................................  4
2.12 "Board of Directors".................................................  4
2.13 "Break-in-Service Date" .............................................  4
2.14 "Code"...............................................................  5
2.15 "Committee" .........................................................  5
2.16 "Common Stock".......................................................  5
2.17 "Company"............................................................  5
2.18 "Compensation".......................................................  5
2.19 "Contribution Percentage" ...........................................  6
2.20 "Defined Benefit Plan Fraction" .....................................  6
2.21 "Defined Contribution Plan Fraction" ................................  6
2.22 "Determination Date" ................................................  7
2.23 "Determination Year" ................................................  7
2.24 "Distributee" .......................................................  7
2.25 "Direct Rollover" ...................................................  7
2.26 "Elective Employer Contribution".....................................  7
2.27 "Eligible Employee" .................................................  7
2.28 "Eligible Participant" ..............................................  8
2.29 "Eligible Retirement Plan" ..........................................  8
2.30 "Eligible Rollover Distribution" ....................................  8
2.31 "Employee"...........................................................  8
2.32 "Employer Matching Contribution".....................................  8
2.33 "Employing Company"..................................................  8
2.34 "Enrollment Date"....................................................  9
2.35 "ERISA"..............................................................  9
2.36 "Excess Aggregate Contributions".....................................  9
2.37 "Excess Deferral Amount" ............................................  9
2.38 "Excess Deferral Contributions"......................................  9
2.39 "Family Member" .....................................................  9
2.40 "Highly Compensated Employee"........................................  9
2.41 "Hour of Service".................................................... 10
2.42 "Investment Fund".................................................... 10
2.43 "Key Employee" ...................................................... 10

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2.44  "Limitation Year" .................................................. 10
2.45  "Look-Back Year" ................................................... 10
2.46  "Non-Highly Compensated Employee"................................... 10
2.47  "Normal Retirement Date"............................................ 11
2.48  "One-Year Break in Service"......................................... 11
2.49  "Participant"....................................................... 11
2.50  "Plan".............................................................. 11
2.51  "Plan Year"......................................................... 11
2.52  "Present Value of Accrued Retirement Income" ....................... 11
2.53  "SEPCO" ............................................................ 11
2.54  "SEPCO Plan" ....................................................... 11
2.55  "SEPCO Transferred Account" ........................................ 11
2.56  "Super-Top-Heavy Group" ............................................ 11
2.57  "Surviving Spouse" ................................................. 11
2.58  "Top-Heavy Group" .................................................. 11
2.59  "Trust" or "Trust Fund"............................................. 12
2.60  "Trust Agreement"................................................... 12
2.61  "Trustee"........................................................... 12
2.62  "Valuation Date".................................................... 12
2.63  "Voluntary Participant Contribution"................................ 12
2.64  "Year of Service"................................................... 12

ARTICLE III    PARTICIPATION.............................................. 14

3.1  Eligibility Requirements............................................. 14
3.2  Participation upon Reemployment...................................... 14
3.3  No Restoration of Previously Distributed Benefits.................... 14
3.4  Loss of Eligible Employee Status..................................... 15
3.5  Special Rule for Scott Paper Company Energy Complex
     Employees............................................................ 15

ARTICLE IV     ELECTIVE EMPLOYER CONTRIBUTIONS AND VOLUNTARY
               PARTICIPANT CONTRIBUTIONS.................................. 16

4.1  Elective Employer Contributions...................................... 16
4.2  Maximum Amount of Elective Employer Contributions.................... 16
4.3  Distribution of Excess Deferral Amounts.............................. 16
4.4  Additional Rules Regarding Elective Employer
     Contributions........................................................ 17
4.5  Section 401(k) Nondiscrimination Tests............................... 19
4.6  Voluntary Participant Contributions.................................. 23
4.7  Manner and Time of Payment of Elective Employer
     Contributions and Voluntary Participant Contributions................ 23
4.8  Change in Contribution Rate.......................................... 23
4.9  Change in Contribution Amount........................................ 23
4.10 Rollover Contributions and Direct Transfers from Other
     Qualified Retirement Plans........................................... 24

ARTICLE V    EMPLOYER MATCHING CONTRIBUTIONS.............................. 25

5.1  Amount of Employer Matching Contributions............................ 25
5.2  Investment of Employer Matching Contributions........................ 25

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5.3 Payment of Employer Matching Contributions............................ 25
5.4 Limitations on Employer Matching Contributions and
    Voluntary Participant Contributions................................... 25
5.5 Special Rules for Employer Matching Contributions and
    Voluntary Participant Contributions................................... 26
5.6 Distribution of Excess Aggregate Contributions........................ 27
5.7 Reversion of Employing Company Contributions.......................... 28
5.8 Correction of Prior Incorrect Allocations and
    Distributions......................................................... 29

ARTICLE VI LIMITATIONS ON CONTRIBUTIONS................................... 30

6.1 Section 415 Limitations............................................... 30
6.2 Correction of Contributions in Excess of Section 415
    Limits................................................................ 31
6.3 Combination of Plans.................................................. 32

ARTICLE VII SUSPENSION OF CONTRIBUTIONS................................... 33

7.1 Suspension of Contributions........................................... 33
7.2 Resumption of Contributions........................................... 33

ARTICLE VIII  INVESTMENT OF PARTICIPANTS' CONTRIBUTIONS................... 34

8.1 Investment Funds...................................................... 34
8.2 Investment of Participant Contributions............................... 34
8.3 Investment of Earnings................................................ 34
8.4 Transfer of Assets between Funds...................................... 34
8.5 Change in Investment Direction........................................ 34
8.6 Section 404(c) Plan................................................... 35

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

9.1 Establishment of Accounts............................................. 36
9.2 Valuation of Investment Funds......................................... 36
9.3 Rights in Investment Funds............................................ 36

ARTICLE X     VESTING..................................................... 38

10.1 Vesting.............................................................. 38

ARTICLE XI   WITHDRAWALS AND LOANS PRIOR TO TERMINATION OF
             EMPLOYMENT................................................... 39

11.1 Withdrawals by Participants.......................................... 39
11.2 Notice of Withdrawal................................................. 40
11.3 Form of Withdrawal................................................... 40
11.4 Minimum Withdrawal................................................... 40
11.5 Source of Withdrawal................................................. 40
11.6 Requirement of Hardship.............................................. 40
11.7 Loans to Participants................................................ 42

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ARTICLE XII  DISTRIBUTION TO PARTICIPANTS................................ 45

12.1  Distribution upon Retirement....................................... 45
12.2  Distribution upon Disability....................................... 46
12.3  Distribution upon Death............................................ 46
12.4  Designation of Beneficiary in the Event of Death................... 46
12.5  Distribution upon Termination of Employment........................ 47
12.6  Commencement of Benefits........................................... 48
12.7  Transfer between Employing Companies............................... 48
12.8  Distributions to Alternate Payees.................................. 49
12.9  Requirement for Direct Rollovers................................... 49
12.10 Consent and Notice Requirements.................................... 49
12.11 Form of Payment.................................................... 50

ARTICLE XIII  ADMINISTRATION OF THE PLAN................................. 51

13.1  Membership of Committee............................................ 51
13.2  Acceptance and Resignation......................................... 51
13.3  Transaction of Business............................................ 51
13.4  Responsibilities in General........................................ 51
13.5  Committee as Named Fiduciary....................................... 51
13.6  Rules for Plan Administration...................................... 52
13.7  Employment of Agents............................................... 52
13.8  Co-Fiduciaries..................................................... 52
13.9  General Records.................................................... 52
13.10 Liability of the Committee......................................... 53
13.11 Reimbursement of Expenses and Compensation of
      Committee.......................................................... 53
13.12 Expenses of Plan and Trust Fund.................................... 53
13.13 Responsibility for Funding Policy.................................. 54
13.14 Management of Assets............................................... 54
13.15 Notice and Claims Procedures....................................... 54
13.16 Bonding............................................................ 54
13.17 Multiple Fiduciary Capacities...................................... 54
13.18 Change in Administrative Procedures................................ 55

ARTICLE XIV  TRUSTEE OF THE PLAN......................................... 56

14.1 Trustee............................................................. 56
14.2 Purchase of Common Stock............................................ 56
14.3 Voting of Common Stock.............................................. 57
14.4 Voting of Other Investment Fund Shares.............................. 57
14.5 Uninvested Amounts.................................................. 57
14.6 Independent Accounting.............................................. 57

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

15.1 Amendment of the Plan............................................... 58
15.2 Termination of the Plan............................................. 58
15.3 Merger or Consolidation of the Plan................................. 59

ARTICLE XVI TOP-HEAVY REQUIREMENTS....................................... 60

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16.1 Top-Heavy Plan Requirements......................................... 60
16.2 Determination of Top-Heavy Status................................... 60
16.3 Minimum Allocation for Top-Heavy Plan Years......................... 61
16.4 Adjustments to Maximum Benefit Limits for Top-Heavy
     Plans............................................................... 62

ARTICLE XVII GENERAL PROVISIONS.......................................... 63

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

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

18.1 SEPCO Transferred Accounts.......................................... 65
18.2 In-Service Withdrawals from SEPCO
     Transferred Accounts................................................ 65
18.3 Loans from SEPCO Transferred Accounts............................... 65
18.4 Distribution of SEPCO Transferred Accounts.......................... 66
18.5 Code Section 411(d)(6) Protected Benefits........................... 68


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                              THE SOUTHERN COMPANY

                              EMPLOYEE SAVINGS PLAN

                             As Amended and Restated
                             Effective July 3, 1995



                                    ARTICLE I

                                     PURPOSE


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



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                                   ARTICLE II

                                   DEFINITIONS


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

         For purposes of this Plan, unless otherwise required by the context,
the following terms shall have the meanings set forth opposite such terms:

         2.1        "Account" shall mean the total amount credited to the
account of a Participant, as described in Section 9.1.

         2.2        "Actual Contribution Percentage Test" shall mean the
test described in Section 5.4(a).

         2.3 "Actual Deferral Percentage" shall mean the ratio (expressed as a
percentage) of Elective Employer Contributions on behalf of an Eligible
Participant for the Plan Year to the Eligible Participant's compensation for the
Plan Year. For the purpose of determining an Eligible Participant's Actual
Deferral Percentage for a Plan Year, the Plan Committee may elect to consider an
Eligible Participant's compensation for (a) the entire Plan Year or (b) that
portion of the Plan Year in which the Eligible Participant was eligible to have
Elective Employer Contributions made on his behalf, provided that such election
is applied uniformly to all Eligible Participants for the Plan Year. The Actual
Deferral Percentage of an Eligible Participant who does not have Elective
Employer Contributions made on his behalf shall be zero.

         2.4        "Actual Deferral Percentage Test" shall mean the test
described in Section 4.5(a).

         2.5 "Affiliated Employer" shall mean an Employing Company and (a) any
corporation which is a member of a controlled group of corporations (as defined
in Section 414(b) of the Code) which includes such Employing Company, (b) any
trade or business (whether or not incorporated) which is under common control
(as defined in Section 414(c) of the Code) with such Employing Company, (c) any
organization (whether or not incorporated) which is a member of an affiliated
service group (as defined in Section 414(m) of the Code) which includes such
Employing Company, and (d) any other entity required to be aggregated with such
Employing Company pursuant to


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regulations under Section 414(o) of the Code. Notwithstanding the foregoing, for
purposes of applying the limitations of Article VI, the term Affiliated Employer
shall be adjusted as required by Code Section 415(h).

         2.6        "Aggregate Account" shall mean with respect to a
Participant as of the Determination Date, the sum of the following:

                          (a)     the Account balance of such Participant as of
                    the most recent valuation occurring within a twelve-
                    month period ending on the Determination Date;

                          (b)     an adjustment for any contributions due as of
                    the Determination Date;

                          (c) any Plan distributions, including unrelated
                    rollovers and plan-to-plan transfers (ones which are both
                    initiated by the Employee and made from a plan maintained by
                    one employer to a plan maintained by another employer), but
                    not related rollovers or plan-to- plan transfers (ones
                    either not initiated by the Employee or made to a plan
                    maintained by the same employer), made within the Plan Year
                    that includes the Determination Date or within the four
                    preceding Plan Years, including distributions made prior to
                    January 1, 1984, and distributions made under a terminated
                    plan which if it had not been terminated would have been
                    required to be included in an Aggregation Group;

                          (d)     any Employee contributions, whether voluntary
                    or mandatory;

                          (e)      unrelated rollovers and plan-to-plan
                    transfers to this Plan accepted prior to January 1,
                    1984; and

                          (f)     related rollovers and plan-to-plan transfers
                    to this Plan.

         2.7 "Aggregation Group" shall mean either a Required Aggregation Group
or a Permissive Aggregation Group as hereinafter determined.

                             (a) Required Aggregation Group: In determining a
                    Required Aggregation Group hereunder, each plan of the
                    Affiliated Employers in which a Key Employee is a
                    participant and each other plan of the Affiliated Employers
                    which enables any plan in which a Key Employee participates
                    to meet requirements of Code Section 401(a)(4) or 410 will
                    be required to be aggregated.


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                    Such group shall be known as a Required Aggregation Group.

                             (b) Permissive Aggregation Group: The Affiliated
                    Employers may also include any other plan not required to be
                    included in the Required Aggregation Group, provided the
                    resulting group, taken as a whole, would continue to satisfy
                    the provisions of Code Section 401(a)(4) or 410. Such group
                    shall be known as a Permissive Aggregation Group.

         2.8 "Annual Addition" shall mean the amount allocated to a
Participant's Account and accounts under all defined contribution plans
maintained by the Affiliated Employers during a Limitation Year that constitutes

                             (a)     Affiliated Employer contributions,

                             (b)     voluntary participant contributions,

                             (c)     forfeitures, if any, allocated to a
                    Participant's Account or accounts under all defined
                    contribution plans maintained by the Affiliated
                    Employers, and

                             (d)     amounts described in Sections 415(l)(1) and
                    419A(d)(2) of the Code.

         2.9 "Average Actual Deferral Percentage" shall mean the average
(expressed as a percentage) of the Actual Deferral Percentages of the Eligible
Participants in a group.

         2.10       "Average Contribution Percentage" shall mean the average
(expressed as a percentage) of the Contribution Percentages of the
Eligible Participants in a group.

         2.11 "Beneficiary" shall mean any person(s) who, or estate(s),
trust(s), or organization(s) which, in accordance with the provisions of Section
12.4, become entitled to receive benefits upon the death of a Participant.

         2.12       "Board of Directors" shall mean the Board of Directors
of Southern Company Services, Inc.

         2.13       "Break-in-Service Date" means the earlier of:

         (a)        the date on which an Employee terminates employment, is
                    discharged, retires, or dies; or

         (b)        the last day of an approved leave of absence including
                    any extension.


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         In the case of an individual who is absent from work for maternity or
paternity reasons, such individual shall not incur a Break-in-Service Date
earlier than the expiration of the second anniversary of the first date of such
absence; provided, however, that the twelve-consecutive-month period beginning
on the first anniversary of the first date of such absence shall not constitute
a Year of Service. For purposes of this paragraph, an absence from work for
maternity or paternity reasons means an absence (a) by reason of the pregnancy
of the Employee, (b) by reason of a birth of a child of the Employee, (c) by
reason of the placement of a child with the Employee in connection with the
adoption of such child by such Employee, or (d) for purposes of caring for such
child for a period beginning immediately following such birth or placement.

         2.14 "Code" shall mean the Internal Revenue Code of 1986, as amended,
or any successor statute, and the rulings and regulations promulgated
thereunder. In the event an amendment to the Code renumbers a section of the
Code referred to in this Plan, any such reference automatically shall become a
reference to such section as renumbered.

         2.15       "Committee" shall mean the committee appointed pursuant
to Section 13.1 to serve as plan administrator.

         2.16       "Common Stock" shall mean the common stock of The
Southern Company.

         2.17       "Company" shall mean Southern Company Services, Inc.,
and its successors.

         2.18 "Compensation" shall mean the base salary or wages of a
Participant, including all amounts contributed by an Employing Company to The
Southern Company Flexible Benefits Plan on behalf of a Participant pursuant to a
salary reduction arrangement under such plan, monthly shift and monthly
seven-day schedule differentials, geographic premiums, monthly customer service
premiums, and monthly nuclear plant premiums, and before deduction of taxes,
social security, etc., but excluding all awards under The Southern Company
Performance Pay Plan, The Southern Company Productivity Improvement Plan, The
Southern Company Executive Productivity Improvement Plan, and the Incentive
Compensation Plan for Southern Electric International, Inc. includable as gross
income, overtime pay, any hourly shift differentials, substitution pay, such
amounts which are reimbursements to a Participant paid by any Employing Company
including, but not limited to, reimbursement for such items as moving expenses
and travel and entertainment expenses, and imputed income for automobile
expenses, tax preparation expenses and health and life insurance premiums paid
by the Employing Company.



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         For Plan Years beginning on and after January 1, 1994, the Compensation
of each Participant taken into account for purposes of this Plan shall not
exceed $150,000 (as adjusted pursuant to Code Section 401(a)(17)). In
determining the Compensation of a Participant for purposes of this limitation,
the rules of Section 414(q)(6) of the Code shall apply, except in applying such
rules, the term "family" shall include only the spouse of the Participant and
any lineal descendants of the Participant who have not attained age 19 before
the close of the Plan Year. If, as a result of the application of the rules of
Code Section 414(q)(6), the adjusted dollar limitation is exceeded, then the
limitation shall be prorated among the affected individuals in proportion to
each such individual's Compensation, as determined under this Section 2.18 prior
to the application of this limitation.

         2.19 "Contribution Percentage" shall mean the ratio (expressed as a
percentage), of the sum of the Voluntary Participant Contributions and Employer
Matching Contributions under the Plan on behalf of the Eligible Participant for
the Plan Year to the Eligible Participant's compensation for the Plan Year. For
the purpose of determining an Eligible Participant's Contribution Percentage for
a Plan Year, the Committee may elect to consider an Eligible Participant's
compensation for (a) the entire Plan Year or (b) that portion of the Plan Year
in which the individual is an Eligible Participant, provided that such election
is applied uniformly to all Eligible Participants for the Plan Year.

         2.20       "Defined Benefit Plan Fraction" shall mean the following
fraction:

                    (numerator) Sum of the projected annual benefits of the
                    Participant under all Affiliated Employer defined benefit
                    plans (whether or not terminated) determined as
                    of the close of the Plan Year.

                    (denominator) The lesser of (a) the product of 1.25
                    multiplied by the dollar limitation in effect for the Plan
                    Year under Code Sections 415(b)(1)(A) or 415(d), or (b) 1.4
                    multiplied by 100% of the Participant's average compensation
                    for his highest three (3) consecutive Plan Years of
                    participation as adjusted under Treasury Regulation Section
                    1.415-5.

         2.21       "Defined Contribution Plan Fraction" shall mean the
following fraction:

                    (numerator) The sum of all Annual Additions to the account
                    of the Participant as of the close of the Plan Year under
                    all defined contribution plans maintained by the Affiliated
                    Employers for the current and prior


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                    Limitation Years (whether or not terminated), including this
                    Plan.

                    (denominator) The sum of the lesser of the following amounts
                    determined for such Plan Year and for each prior Plan Year
                    in which the Participant has a Year of Service: (a) 1.25
                    multiplied by the dollar limitation in effect under Code
                    Section 415(c)(1)(A) for the Plan Year (determined without
                    regard to Code Section 415(c)(6)), or (b) 1.4 multiplied by
                    the amount that may be taken into account under Code Section
                    415(c)(1)(B) with respect to a Participant for the Plan
                    Year.

         2.22 "Determination Date" shall mean with respect to a Plan Year, the
last day of the preceding Plan Year.

         2.23       "Determination Year" shall mean the Plan Year being
tested.

         2.24 "Distributee" shall include an Employee or former Employee. In
addition, the Employee's or former Employee's surviving spouse and the
Employee's or former Employee's spouse or former spouse who is an alternate
payee under a qualified domestic relations order, as defined in Section 414(p)
of the Code, are Distributees with regard to the interest of the spouse or
former spouse.

         2.25       "Direct Rollover" shall mean a payment by the Plan to
the Eligible Retirement Plan specified by the Distributee.

         2.26 "Elective Employer Contribution" shall mean contributions made
pursuant to Section 4.1 during the Plan Year by an Employing Company, at the
election of the Participant, in lieu of cash compensation and shall include
contributions made pursuant to a salary reduction agreement.

         2.27 "Eligible Employee" shall mean an Employee who is employed by an
Employing Company and (a) who was eligible to be included in the Plan on January
1, 1991, or (b) who is a regular full-time, regular part-time, or cooperative
education employee other than:

         (1)        an Employee who is treated as such solely by reason of
                    the "leased employee" rules of Code Section 414(n);

         (2)        any Employee who is represented by a collective bargaining
                    agent unless the representatives of his bargaining unit and
                    the Employing Company mutually agree to participation in the
                    Plan subject to its terms by members of his bargaining unit;
                    and



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

         2.28 "Eligible Participant" shall mean an Eligible Employee who is
authorized to have Elective Employer Contributions or Voluntary Participant
Contributions allocated to his Account for the Plan Year.

         2.29 "Eligible Retirement Plan" shall mean an individual retirement
account described in Section 408(a) of the Code, an individual retirement
annuity described in Section 408(b) of the Code, an annuity plan described in
Section 403(a) of the Code, or a qualified trust described in Section 401(a) of
the Code that accepts the Distributee's Eligible Rollover Distribution. However,
in the case of an Eligible Rollover Distribution to a surviving spouse, an
Eligible Retirement Plan is an individual retirement account or individual
retirement annuity.

         2.30 "Eligible Rollover Distribution" shall mean any distribution of
all or any portion of the balance to the credit of the Distributee, except that
an Eligible Rollover Distribution does not include: (a) any distribution that is
one of a series of substantially equal periodic payments (not less frequently
than annually) made for the life (or life expectancy) of the Distributee, the
joint lives (or joint life expectancies) of the Distributee and the
Distributee's Beneficiary, or for a specified period of 10 years or more; (b)
any distribution to the extent such distribution is required under Section
401(a)(9) of the Code; and (c) the portion of any distribution that is not
includable in gross income (determined without regard to the exclusion for net
unrealized appreciation with respect to employer securities).

         2.31 "Employee" shall mean each individual who is employed by an
Affiliated Employer under common law and each individual who is required to be
treated as an employee pursuant to the "leased employee" rules of Code Section
414(n) other than a leased employee described in Code Section 414(n)(5).

         2.32 "Employer Matching Contribution" shall mean a contribution made by
an Employing Company pursuant to Section 5.1.

         2.33 "Employing Company" shall mean the Company and any affiliate or
subsidiary of The Southern Company which the Board of Directors may from time to
time determine to bring under the Plan and which shall adopt the Plan, and any
successor of them. The Employing Companies are set forth on Appendix A to the
Plan as updated from time to time. No such entity shall be treated as an
Employing Company prior to the date it adopts the Plan.



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         2.34       "Enrollment Date" shall mean the first day of each
calendar month.

         2.35 "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended, or any successor statute, and the rulings and regulations
promulgated thereunder. In the event an amendment to ERISA renumbers a section
of ERISA referred to in this Plan, any such reference automatically shall become
a reference to such section as renumbered.

         2.36 "Excess Aggregate Contributions" shall mean the amount referred to
in Code Section 401(m)(6)(B) with respect to a Participant.

         2.37 "Excess Deferral Amount" shall mean the amount of Elective
Employer Contributions for a calendar year that exceed the Code Section 402(g)
limits as allocated to this Plan pursuant to Section 4.3(b).

         2.38 "Excess Deferral Contributions" shall mean the amount of Elective
Employer Contributions on behalf of a Highly Compensated Employee in excess of
the maximum permitted under Section 4.5(a) as determined pursuant to Section
4.5(b).

         2.39 "Family Member" shall mean the spouse, lineal ascendants and
descendants of an Employee or former Employee, and the spouses of such lineal
ascendants and descendants as described in Code Section 414(q)(6)(B).

         2.40 "Highly Compensated Employee" shall mean any Employee or former
Employee (excluding any Employees who may be excluded pursuant to Code Section
414(q)(8)) who during the Determination Year or the Look-Back Year:

                    (a)      was at any time a five-percent (5%) owner (as
         defined in Code Section 416(i)(1)(B)(i));

                    (b) received compensation (within the meaning of Code
         Section 414(q)(7)) from an Affiliated Employer in excess of $75,000 (or
         such amount as may be adjusted by the Secretary of the Treasury);

                    (c) received compensation (within the meaning of Code
         Section 414(q)(7)) from an Affiliated Employer in excess of $50,000 (or
         such amount as may be adjusted by the Secretary of the Treasury) and
         was in the top-paid group (as defined in Code Section 414(q)(4)) of
         Employees for such year; or

                    (d)      was at any time an officer and received
         compensation (within the meaning of Code Section 414(q)(7))


                                                      -9-
                                                         

<PAGE>



         greater than fifty percent (50%) of the amount in effect under Code
         Section 415(b)(1)(A) for such year.

         Notwithstanding the foregoing, the determination of which Employees are
Highly Compensated Employees shall at all times be subject to the rules of Code
Section 414(q); the maximum number of officers taken into account under (d)
above shall not exceed fifty (50); and Employees who were not described in (b),
(c) or (d) above during the Look-Back Year shall not be considered as described
in such subsections for the Determination Year unless such Employees are members
of the group consisting of the one hundred (100) Employees paid the greatest
compensation (within the meaning of Code Section 414(q)(7)) for the
Determination Year.

         A Highly Compensated Employee shall include any Employee who separated
from service (or was deemed to have separated) prior to the Plan Year, performs
no service for an Affiliated Employer during the Plan Year, and was a Highly
Compensated Employee for either the separation year or any Determination Year
ending on or after the Employee's fifty-fifth (55th) birthday.

         If an Employee is, during a Determination Year or a Look-Back Year, a
Family Member of either (x) a five-percent (5%) owner who is an Employee or (y)
a former Employee or a Highly Compensated Employee who is one of the top-ten
most Highly Compensated Employees ranked on the basis of compensation paid by an
Affiliated Employer during such year, then the Family Member and the five-
percent (5%) owner or top-ten Highly Compensated Employee shall be treated as a
single employee receiving compensation and Plan contributions equal to the sum
of the compensation and contributions for such individuals.

         2.41 "Hour of Service" shall mean each hour for which an Employee is
paid, or entitled to payment, for the performance of duties for an Affiliated
Employer.

         2.42 "Investment Fund" shall mean any one of the funds described in
Article VIII which constitutes part of the Trust Fund.

         2.43 "Key Employee" shall mean any Employee or former Employee (and his
Beneficiary) who is a key employee within the meaning of Code Section 416(i)(1).

         2.44       "Limitation Year" shall mean the Plan Year.

         2.45       "Look-Back Year" shall mean the Plan Year preceding the
Determination Year.

         2.46 "Non-Highly Compensated Employee" shall mean an Employee who is
neither a Highly Compensated Employee nor the Family Member of a Highly
Compensated Employee.


                                                      -10-
                                                        

<PAGE>




         2.47 "Normal Retirement Date" shall mean the first day of the month
following a Participant's sixty-fifth (65th) birthday.

         2.48 "One-Year Break in Service" shall mean each twelve-
consecutive-month period within the period commencing with an Employee's
Break-in-Service Date and ending on the date the Employee is again credited with
an Hour of Service.

         2.49 "Participant" shall mean (a) an Eligible Employee who has elected
to participate in the Plan as provided in Article III and whose participation in
the Plan at the time of reference has not been terminated as provided in the
Plan and (b) an Employee or former Employee who has ceased to be a Participant
under (a) above, but for whom an Account is maintained under the Plan.

         2.50 "Plan" shall mean The Southern Company Employee Savings Plan
(known as the Employee Savings Plan for The Southern Company System prior to
January 1, 1991), as described herein or as from time to time amended.

         2.51 "Plan Year" shall mean the twelve-month period commencing January
1st and ending on the last day of December next following.

         2.52 "Present Value of Accrued Retirement Income" shall mean an amount
determined solely for the purpose of determining if the Plan, or any other plan
included in a Required Aggregation Group of which the Plan is a part, is top
heavy in accordance with Code Section 416.

         2.53       "SEPCO" shall mean Savannah Electric and Power Company.

         2.54 "SEPCO Plan" shall mean the Employee Savings Plan of Savannah
Electric and Power Company as in effect December 31, 1992.

         2.55 "SEPCO Transferred Account" shall mean the total amount credited
to the account of a Participant as described in Section 9.1(b).

         2.56 "Super-Top-Heavy Group" shall mean an Aggregation Group that would
be a Top-Heavy Group if 90% were substituted for 60% in Section 2.58.

         2.57 "Surviving Spouse" shall mean the person to whom the Participant
is married on the date of his death, if such spouse is then living, provided
that the Participant and such spouse shall have been married throughout the one
(1) year period ending on the date of the Participant's death.

         2.58       "Top-Heavy Group" shall mean an Aggregation Group in
which, as of the Determination Date, the sum of:


                                                      -11-
                                                        

<PAGE>




                    (a)      the Present Value of Accrued Retirement Income of
         Key Employees under all defined benefit plans included in that
         group, and

                    (b)      the Aggregate Accounts of Key Employees under all
         defined contribution plans included in the group,

exceeds 60% of a similar sum determined for all employees.

         2.59       "Trust" or "Trust Fund" shall mean the trust established
pursuant to the Trust Agreement.

         2.60 "Trust Agreement" shall mean the trust agreement between the
Company and the Trustee, as described in Article XIV.

         2.61 "Trustee" shall mean the person or corporation designated as
trustee under the Trust Agreement, including any successor or successors.

         2.62       "Valuation Date" shall mean each business day of the New
York Stock Exchange.

         2.63 "Voluntary Participant Contribution" shall mean a contribution
made pursuant to Section 4.6 during the Plan Year.

         2.64 "Year of Service" shall mean a twelve-month period of employment
as an Employee, including any fractions thereof. Calculation of the twelve-month
periods shall commence with the Employee's first day of employment, which is the
date on which an Employee first performs an Hour of Service, and shall terminate
on his Break-in-Service Date. Thereafter, if he has more than one period of
employment as an Employee, his Years of Service for any subsequent period shall
commence with the Employee's reemployment date, which is the first date
following a Break-in-Service Date on which the Employee performs an Hour of
Service, and shall terminate on his next Break-in-Service Date. An Employee who
has a Break-in- Service Date and resumes employment with the Affiliated
Employers within twelve months of his Break-in-Service Date shall receive a
fractional Year of Service for the period of such cessation of employment.

         For purposes of determining an Employee's eligibility to participate,
the following years of service shall also be treated as Years of Service:

                    (a) In respect of an Employee of an Employing Company who
         transfers to an Employing Company from Southern Electric International,
         Inc. following its adoption of a plan containing a cash or deferred
         arrangement under Section 401(k) of the Code, his credited years of
         service under such plan as of his date of transfer.


                                                      -12-
                                                        

<PAGE>




                    (b) In respect of an Employee of an Employing Company who
         transfers to an Employing Company from SEPCO on or before December 31,
         1992, his credited years of service under the SEPCO Plan for actual
         service while employed at SEPCO as of the date of his transfer.

         Notwithstanding anything in this Section 2.64 to the contrary, an
Employee shall not receive credit for more than one Year of Service with respect
to any twelve-consecutive-month period.


                                                      -13-
                                                        

<PAGE>



                                   ARTICLE III

                                  PARTICIPATION


         3.1 Eligibility Requirements. Each Eligible Employee who was an active
Participant on July 2, 1995 shall continue to be an active Participant in this
Plan on July 3, 1995, provided he remains an Eligible Employee. Each other
Eligible Employee may elect to participate in the Plan as of any Enrollment Date
after he has completed a Year of Service. An Eligible Employee shall make an
election to participate by authorizing deductions from or reduction of his
Compensation as contributions to the Plan in accordance with Article IV, and
directing the investment of such contributions in accordance with Article VIII.
Such Compensation deduction and/or reduction authorization and investment
direction shall be made in accordance with the procedures established by the
Committee.

         3.2 Participation upon Reemployment. If an Employee terminates his
employment with an Affiliated Employer and is subsequently reemployed as an
Eligible Employee, the following rules shall apply in determining his
eligibility to participate:

                    (a) If the reemployed Eligible Employee had not completed
         the Year of Service requirement of Section 3.1 prior to his termination
         of employment and is reemployed following a One-Year Break in Service,
         he shall not receive credit for fractional periods of service completed
         prior to the One-Year Break in Service until he has completed a Year of
         Service after his return. A reemployed Employee who had not completed
         the Year of Service requirement and who is reemployed within 12 months
         of his Break-in-Service Date shall receive service credit for the
         period in which he performed no services in accordance with Section
         2.64.

                    (b) If the reemployed Eligible Employee fulfilled the
         eligibility requirements of Section 3.1 prior to his termination of
         employment and is reemployed as an Eligible Employee, whether before or
         after he incurs a One-Year Break in Service, he may elect to become a
         Participant in the Plan as of the date of his reemployment.

         3.3 No Restoration of Previously Distributed Benefits. A Participant
who has terminated his employment with the Affiliated Employers and who has
received a distribution of the amount credited to his Account pursuant to
Section 12.5 shall not be entitled to restore the amount of such distribution to
his Account if he is reemployed and again becomes a Participant in the Plan.




                                                      -14-
                                                        

<PAGE>



         3.4 Loss of Eligible Employee Status. If a Participant loses his status
as an Eligible Employee, but remains an Employee, such Participant shall be
ineligible to participate and shall be deemed to have elected to suspend making
Voluntary Participant Contributions or to have Elective Employer Contributions
made on his behalf.

         3.5 Special Rule for Scott Paper Company Energy Complex Employees. An
Eligible Employee who was an employee of Scott Paper Company Energy Complex on
December 16, 1994, and who became an Employee of an Employing Company effective
December 17, 1994, shall be credited with a Year of Service as of December 31,
1994, and may elect to become a Participant as of any Enrollment Date commencing
on or after January 1, 1995.


                                                      -15-
                                                        

<PAGE>



                                   ARTICLE IV

                       ELECTIVE EMPLOYER CONTRIBUTIONS AND
                       VOLUNTARY PARTICIPANT CONTRIBUTIONS


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

         4.2 Maximum Amount of Elective Employer Contributions. The maximum
amount of Elective Employer Contributions that may be made on behalf of a
Participant during any Plan Year to this Plan or any other qualified plan
maintained by an Employing Company shall not exceed the dollar limitation set
forth in Section 402(g) of the Code in effect at the beginning of such Plan
Year.

         4.3        Distribution of Excess Deferral Amounts.

                    (a) In General. Notwithstanding any other provision of the
         Plan, Excess Deferral Amounts and income allocable thereto shall be
         distributed (and any corresponding Employer Matching Contributions
         shall be forfeited) no later than April 15, 1996, and each April 15
         thereafter, to Participants who allocate (or are deemed to allocate)
         such amounts to this Plan pursuant to (b) below for the preceding
         calendar year. Excess Deferral Amounts that are distributed shall not
         be treated as an Annual Addition. Any Employer Matching Contributions
         forfeited pursuant to this subsection (a) shall be applied, subject to
         Section 6.1, toward funding Employing Company contributions (for the
         Plan Year immediately following the Plan Year to which such forfeited
         Employer Matching Contributions relate) or distributed, as directed by
         the Committee, to the extent permitted by applicable law.

                    (b) Assignment. The Participant's allocation of amounts in
         excess of the Code Section 402(g) limits to this Plan shall be in
         writing; shall be submitted to the Committee no later than March 1;
         shall specify the Participant's Excess Deferral Amount for the
         preceding calendar year; and shall be accompanied by the Participant's
         written statement that if such amounts are not distributed, such Excess
         Deferral Amount, when added to amounts deferred under other plans or
         arrangements described in Section 401(k), 408(k), 402(h)(1)(B), 457,
         501(c)(18), or 403(b) of the Code, exceeds the limit imposed on the
         Participant by Section 402(g) of the


                                                      -16-
                                                        

<PAGE>



         Code for the year in which the deferral occurred. A Participant is
         deemed to notify the Committee of any Excess Deferral Amounts that
         arise by taking into account only those deferrals under this Plan and
         any other plans of an Employing Company.

                    (c) Determination of Income or Loss. The Excess Deferral
         Amount distributed to a Participant with respect to a calendar year
         shall be adjusted for income or loss through the last day of the Plan
         Year or the date of distribution, as determined by the Committee. The
         income or loss allocable to Excess Deferral Amounts is the sum of:

                             (1) income or loss allocated to the Participant's
                    Account for the taxable year multiplied by a fraction, the
                    numerator of which is such Participant's Excess Deferral
                    Amount for the year and the denominator is the Participant's
                    Account balance attributable to Elective Employer
                    Contributions, minus any income or plus any loss occurring
                    during the Plan Year; and

                             (2) if the Committee shall determine in its sole
                    discretion, ten percent (10%) of the amount determined under
                    (1) above multiplied by the number of whole calendar months
                    between the end of the Plan Year and the date of the
                    distribution, counting the month of distribution if
                    distribution occurs after the 15th of the month.

         Notwithstanding the above, the Committee may designate any reasonable
method for computing the income or loss allocable to Excess Deferral Amounts,
provided that the method does not violate Section 401(a)(4) of the Code, is used
consistently for all Participants and for all corrective distributions under the
Plan for the Plan Year, and is used by the Plan for allocating income or loss to
Participants' Accounts.

                             (3) Maximum Distribution Amount. The Excess
                    Deferral Amount, which would otherwise be distributed to the
                    Participant, shall, if there is a loss allocable to such
                    Excess Deferral Amount, in no event be less than the lesser
                    of the Participant's Account under the Plan attributable to
                    Elective Employer Contributions or the Participant's
                    Elective Employer Contributions for the Plan Year.

         4.4        Additional Rules Regarding Elective Employer
Contributions.

         Salary reduction agreements shall be governed by the following:


                                                      -17-
                                                        

<PAGE>




                    (a) A salary reduction agreement shall apply to payroll
         periods during which such salary reduction agreement is in effect. The
         Committee, in its discretion, may establish administrative procedures
         whereby the actual reduction in Compensation may be made to coincide
         with each payroll period of the Employing Company, or at such other
         times as the Committee may determine.

                    (b) The Employing Company may amend or revoke its salary
         reduction agreement with any Participant at any time, if the Employing
         Company determines that such revocation or amendment is necessary to
         ensure that a Participant's additions for any Plan Year will not exceed
         the limitations of Sections 4.2 and 6.1 of the Plan or to ensure that
         the Actual Deferral Percentage Test is satisfied.

                    (c) Except as required under (b) above, and under Section
         4.5(d) below, no amounts attributable to Elective Employer
         Contributions may be distributed to a Participant or his Beneficiary
         from his Account prior to the earlier of:

                             (1)     the separation from service, death or
                                     disability of the Participant;

                             (2)     the attainment of age 59 1/2 by the
                                     Participant;

                             (3)     the termination of the Plan without
                                     establishment of a successor plan;

                             (4)     a financial hardship of the Participant
                                     pursuant to Section 11.6 of the Plan;

                             (5)     the date of a sale by an Employing Company
                                     to an entity that is not an Affiliated
                                     Employer of substantially all of the assets
                                     (within the meaning of Code Section
                                     409(d)(2)) with respect to a Participant
                                     who continues employment with the
                                     corporation acquiring such assets; or

                             (6)     the date of the sale by an Employing
                                     Company or an Affiliated Employer of its
                                     interest in a subsidiary (within the
                                     meaning of Code Section 409(d)(3)) to an
                                     entity which is not an Affiliated Employer
                                     with respect to the Participant who
                                     continues employment with such subsidiary.



                                                      -18-
                                                        

<PAGE>



         4.5        Section 401(k) Nondiscrimination Tests.

                             (a) Actual Deferral Percentage Test. The Plan shall
                    satisfy the nondiscrimination test of Section 401(k)(3) of
                    the Code, under which no Elective Employer Contributions
                    shall be made that would cause the Actual Deferral
                    Percentage for Eligible Participants who are Highly
                    Compensated Employees to exceed (1) or (2) as follows:

                                     (1) The Average Actual Deferral Percentage
                             for the Eligible Participants who are Highly
                             Compensated Employees for the Plan Year shall not
                             exceed the Average Actual Deferral Percentage for
                             Eligible Participants who are Non-Highly
                             Compensated Employees for the Plan Year multiplied
                             by 1.25; or

                                     (2) The Average Actual Deferral Percentage
                             for Eligible Participants who are Highly
                             Compensated Employees for the Plan Year shall not
                             exceed the Average Actual Deferral Percentage for
                             Eligible Participants who are Non-Highly
                             Compensated Employees for the Plan Year multiplied
                             by two (2), provided that the Average Actual
                             Deferral Percentage for Eligible Participants who
                             are Highly Compensated Employees does not exceed
                             the Average Actual Deferral Percentage for Eligible
                             Participants who are Non-Highly Compensated
                             Employees by more than two (2) percentage points.

                             (b)  Amount of Excess Deferral Contributions.  The
                    amount of Excess Deferral Contributions for a Highly
                    Compensated Employee for a Plan Year is to be determined
                    by the leveling method described in Treasury Regulation
                    Section 1.401(k)-l(f)(2), under which the Actual
                    Deferral Percentage of the Highly Compensated Employee
                    with the highest Actual Deferral Percentage shall be
                    reduced to the extent required to:

                                  (1)      enable the Plan to satisfy the Actual
                          Deferral Percentage Test, or

                                  (2) cause such Highly Compensated
                          Employee's Actual Deferral Percentage to equal the
                          ratio of the Highly Compensated Employee with the
                          next highest Actual Deferral Percentage.




                                                      -19-
                                                        

<PAGE>



         This process must be repeated until the Plan satisfies the Actual
Deferral Percentage Test. The amount of Excess Deferral Contributions for a
Highly Compensated Employee is equal to the total of Elective Employer
Contributions and other contributions taken into account for the Actual Deferral
Percentage Test minus the amount determined by multiplying the Employee's
contribution percentage, as determined above, by his compensation.

                    (c) Correction for Family Members. In the case of a Highly
         Compensated Employee whose Actual Deferral Percentage is determined
         under the family aggregation rules described in Treasury Regulation
         Section 1.401(k)-1(g)(1)(ii)(C), the determination and correction of
         the amount of Excess Deferral Contributions is accomplished by reducing
         the Actual Deferral Percentage as required under (b) above and
         allocating the excess for the family group among the Family Members in
         proportion to the Elective Employer Contributions of each Family Member
         that is combined to determine the Actual Deferral Percentage.

                             (1) If a Highly Compensated Employee is subject to
                    the family aggregation rules of Code Section 414(q)(6)
                    because that Eligible Participant is either a five- percent
                    owner or one of the 10 Highly Compensated Employees
                    receiving the most compensation from the Affiliated
                    Employers, the combined Actual Deferral Percentage for the
                    family group (which is treated as one Highly Compensated
                    Employee) must be determined by combining the Elective
                    Employer Contributions, compensation, and amounts treated as
                    Elective Employer Contributions of the eligible Family
                    Members.

                             (2) The Elective Employer Contributions,
                    compensation, and amounts treated as Elective Employer
                    Contributions of all Family Members are disregarded for
                    purposes of determining the Actual Deferral Percentage for
                    the group of Non-Highly Compensated Employees.

                             (3) If an Eligible Employee is required to be
                    aggregated as a member of more than one family group in a
                    plan, all Eligible Employees who are members of those family
                    groups that include that Employee are aggregated as one
                    family group.

         (d)        Correction of Excess Deferral Contributions.

                             (1)     In General.  Notwithstanding any other
                    provisions of this Plan, Excess Deferral Contributions
                    plus any income and minus any loss allocable thereto
                    shall be distributed (and any corresponding Employer
                    Matching Contribution shall be forfeited) to


                                                      -20-
                                                        

<PAGE>



                    Participants on whose behalf such Excess Deferral
                    Contributions were made not later than the last day of the
                    Plan Year following the close of the Plan Year for which
                    such contributions were made. If such Excess Deferral
                    Contributions are not distributed within two and one-half
                    (2-1/2) months after the last day of the Plan Year in which
                    such excess amounts arose, a ten percent (10%) excise tax
                    will be imposed on the Employing Company maintaining the
                    Plan with respect to such amounts. Distribution of Excess
                    Deferral Contributions shall be made to Highly Compensated
                    Employees on the basis of the respective portions of the
                    Excess Deferral Contributions attributable to each of such
                    Employees. Any Employer Matching Contributions forfeited
                    pursuant to this Subsection (d)(1) shall be applied, subject
                    to Section 6.1, toward funding Employing Company
                    contributions (for the Plan Year immediately following the
                    Plan Year to which such forfeited Employer Matching
                    Contributions relate) or distributed, as directed by the
                    Committee, to the extent permitted by applicable law.

                             (2) Determination of Income or Loss. Excess
                    Deferral Contributions shall be adjusted for any income or
                    loss through the last day of the Plan Year or the date of
                    distribution, as determined by the Committee. The income or
                    loss allocable to Excess Deferral Contributions is the sum
                    of:

                                     (A) income or loss allocated to the
                             Participant's Account for the taxable year
                             multiplied by a fraction, the numerator of which is
                             the Participant's Excess Deferral Contributions for
                             the year and the denominator is the Participant's
                             Account balance attributable to Elective Employer
                             Contributions, minus any income or plus any loss
                             occurring during the Plan Year; and

                                     (B) if the Committee shall determine in its
                             sole discretion, ten percent (10%) of the amount
                             determined under (A) above multiplied by the number
                             of whole calendar months between the end of the
                             Plan Year and the date of the distribution,
                             counting the month of distribution if distribution
                             occurs after the 15th of the month.

         Notwithstanding the above, the Committee may designate any reasonable
method for computing the income or loss allocable to Excess Deferral
Contributions, provided that the method does not violate Section 401(a)(4) of
the Code, is used consistently for all


                                                      -21-
                                                        

<PAGE>



Participants and for all corrective distributions under the Plan for the Plan
Year, and is used by the Plan for allocating income or loss to Participants'
Accounts.

                             (3) Maximum Distribution Amount. The Excess
                    Deferral Contributions which would otherwise be distributed
                    to the Participant shall be adjusted for income; shall be
                    reduced, in accordance with regulations, by the Excess
                    Deferral Amount distributed to the Participant; and shall,
                    if there is a loss allocable to the Excess Deferral
                    Contributions, in no event be less than the lesser of the
                    Participant's Account under the Plan attributable to
                    Elective Employer Contributions or the Participant's
                    Elective Employer Contributions for the Plan Year.

                    (e)      Special Rules.

                             (1) For purposes of this Section 4.5, the Actual
                    Deferral Percentage for any Eligible Participant who is a
                    Highly Compensated Employee for the Plan Year and who is
                    eligible to have deferral contributions allocated to his
                    account under two (2) or more plans or arrangements
                    described in Section 401(k) of the Code that are maintained
                    by an Affiliated Employer shall be determined as if all such
                    deferral contributions were made under a single arrangement.
                    If a Highly Compensated Employee participates in two (2) or
                    more cash or deferred arrangements that have different plan
                    years, all cash or deferred arrangements ending with or
                    within the same calendar year shall be treated as a single
                    arrangement. Notwithstanding the foregoing, certain plans
                    shall be treated as separate if mandatorily disaggregated
                    under Code Section 401(k).

                             (2) In the event that this Plan satisfies the
                    requirements of Code Section 401(k), 401(a)(4), or 410(b)
                    only if aggregated with one or more other plans, or if one
                    or more other plans satisfy the requirements of Code Section
                    401(k), 401(a)(4), or 410(b) only if aggregated with this
                    Plan, then the actual deferral percentages shall be
                    determined as if all such plans were a single plan.

                             (3) For purposes of determining the Actual Deferral
                    Percentage of an Eligible Participant who is a five-percent
                    owner or one of the 10 Highly Compensated Employees
                    receiving the most compensation from Affiliated Employers,
                    the Elective Employer Contributions and compensation of such
                    Participant shall include the Elective Employer
                    Contributions and


                                                      -22-
                                                        

<PAGE>



                    compensation of Family Members, and such Family Members
                    shall be disregarded in determining the Actual Deferral
                    Percentage for Eligible Participants who are Non-Highly
                    Compensated Employees.

                             (4) The determination and treatment of the Elective
                    Employer Contributions and Actual Deferral Percentage of any
                    Eligible Participant shall satisfy such other requirements
                    as may be prescribed by the
                    Secretary of the Treasury.

         4.6 Voluntary Participant Contributions. An Eligible Employee who meets
the participation requirements of Article III may elect in accordance with the
procedures established by the Committee to contribute to his Account a Voluntary
Participant Contribution consisting of any whole percentage of his Compensation,
which percentage is not less than one percent (1%) nor more than sixteen percent
(16%) of his Compensation. The maximum Voluntary Participant Contribution shall
be reduced by the percent, if any, which is contributed as an Elective Employer
Contribution on behalf of such Participant under Section 4.1.

         4.7 Manner and Time of Payment of Elective Employer Contributions and
Voluntary Participant Contributions. Contributions made in accordance with
Sections 4.1 and 4.6 will be rounded to the next higher multiple of one dollar
on a monthly basis. They will be made only through payroll deductions and will
begin with the first payroll period (or as soon as practicable thereafter)
commencing after the Enrollment Date on which the Participant commences
participation in the Plan. Contributions shall be remitted to the Trustee as of
the earliest date on which such contributions can reasonably be segregated from
each Employing Company's general assets, but in any event within ninety (90)
days from the date on which such amounts would otherwise have been payable to
the Participant in cash.

         4.8 Change in Contribution Rate. A Participant may prospectively change
the percentage of his Compensation that he has authorized as the Elective
Employer Contribution to be made on his behalf or his Voluntary Participant
Contribution to another permissible percentage in accordance with the procedures
established by the Committee. Such election shall be effective as soon as
practicable after it is made.

         4.9 Change in Contribution Amount. In the event of a change in the
Compensation of a Participant, the percentage of the Elective Employer
Contribution made on his behalf or his Voluntary Participant Contribution
currently in effect shall be applied as soon as practicable with respect to such
changed Compensation without action by the Participant.



                                                      -23-
                                                        

<PAGE>



         4.10       Rollover Contributions and Direct Transfers from Other
Qualified Retirement Plans.

                    (a) Effective December 1, 1991, a Participant shall be
         entitled to transfer (or cause to be transferred directly from the
         trustee) to the Trust to be held as part of his Account all or a
         portion of the fair market value of the cash or other property a
         Participant receives in the distribution of his accrued benefits under
         the Profit Sharing Plan for Electric City Merchandise Company, Inc.,
         reduced by any voluntary participant contributions under such plan.
         Such rollover contribution may only be made within sixty (60) days
         following the date the Participant receives the distribution (or within
         such additional period as may be provided under Section 408 of the Code
         if the Participant shall have made a timely deposit of the distribution
         in an individual retirement account). No such rollover contribution or
         trustee to Trustee transfer shall be made by a Participant (or on his
         behalf) if not otherwise permissible under the Code or if such rollover
         contribution or transfer would subject this Plan to the requirements of
         Section 401(a)(11)(A) of the Code.

                    Notwithstanding the foregoing, the Trustee is specifically
         authorized to accept any rollover accounts under the terms of the SEPCO
         Plan as are necessary to reflect a Participant's interest in the Plan
         resulting from the merger of the SEPCO Plan into this Plan effective as
         of January 1, 1993. Any such rollover account shall be held as part of
         the Participant's Account and shall be subject to the requirements of
         Article XVIII.

                    (b) Any amounts so transferred to the Trust shall be
         entitled to share in earnings or losses of the Trust in the same manner
         as other Employing Company contributions to the Trust.

                    (c) The portion of a Participant's Account attributable to
         any rollover contribution or trustee to Trustee transfer shall be
         distributed with the balance of the Participant's Account pursuant to
         Article XII of the Plan.







                                                      -24-
                                                        

<PAGE>



                                    ARTICLE V

                         EMPLOYER MATCHING CONTRIBUTIONS


         5.1 Amount of Employer Matching Contributions. The Board of Directors,
in its sole and absolute discretion, shall determine the amount of Employer
Matching Contributions that shall be made by each Employing Company on behalf of
each Participant in its employ. The amount of Employer Matching Contributions
shall be fixed by resolutions of the Board of Directors and communicated to each
Employing Company prior to the first day of each Plan Year.

         5.2        Investment of Employer Matching Contributions.  Employer
Matching Contributions shall be invested entirely in the Company
Stock Fund, as described in Article VIII.

         5.3        Payment of Employer Matching Contributions.  Except as
provided herein, Employer Matching Contributions shall be remitted
to the Trustee as soon as practicable.

         5.4        Limitations on Employer Matching Contributions and
Voluntary Participant Contributions.

                    (a) Actual Contribution Percentage Test. The Plan shall
         satisfy the nondiscrimination test of Section 401(m) of the Code, under
         which the Average Contribution Percentage for Eligible Participants
         shall not exceed (1) or (2) as follows:

                             (1)     The Average Contribution Percentage for
                    Eligible Participants who are Highly Compensated
                    Employees for the Plan Year shall not exceed the Average
                    Contribution Percentage for Eligible Participants who
                    are Non-Highly Compensated Employees for the Plan Year
                    multiplied by 1.25; or

                             (2) The Average Contribution Percentage for
                    Eligible Participants who are Highly Compensated Employees
                    for the Plan Year shall not exceed the Average Contribution
                    Percentage for Eligible Participants who are Non-Highly
                    Compensated Employees for the Plan Year multiplied by two
                    (2), provided that the Average Contribution Percentage for
                    Eligible Participants who are Highly Compensated Employees
                    does not exceed the Average Contribution Percentage for
                    Eligible Participants who are Non-Highly Compensated
                    Employees by more than two (2) percentage points.

                    (b)      Multiple Use Limitation.  If both the Average
         Actual Deferral Percentage and the Average Contribution
         Percentage of the Highly Compensated Employees exceed 1.25 of


                                                      -25-
                                                        

<PAGE>



         the Average Actual Deferral Percentage and the Average Contribution
         Percentage of the Non-Highly Compensated Employees and if one or more
         Highly Compensated Employees makes Elective Employer Contributions and
         receives Employer Matching Contributions, and the sum of the Actual
         Deferral Percentage and Actual Contribution Percentage of those Highly
         Compensated Employees subject to either or both tests exceed the
         aggregate limit as defined in Treasury Regulation Section 1.401(m)-2,
         then one of the following actions shall be taken.


                             (1) The Contribution Percentage and/or Actual
                    Deferral Percentage of Highly Compensated Employees may be
                    reduced (beginning with such Highly Compensated Employee
                    whose Contribution Percentage and/or Actual Deferral
                    Percentage is the highest) so that the aggregate limit is
                    not exceeded. The amount by which each Highly Compensated
                    Employee's Contribution Percentage and/or Actual Deferral
                    Percentage amount is reduced shall be treated as an Excess
                    Aggregate Contribution.

                             (2) The Employing Companies may make qualified
                    nonelective contributions in accordance with Treasury
                    Regulation Sections 1.401(k)-1(b)(5) and (f)(1) and/or
                    Section 1.401(m)-1(b)(5) and (e)(1).

         For purposes of determining if the aggregate limit has been exceeded,
the Actual Deferral Percentage and the Contribution Percentage of the Highly
Compensated Employees shall be determined after any corrections required to meet
the Actual Deferral Percentage Test and the Actual Contribution Percentage Test.

         5.5        Special Rules for Employer Matching Contributions and
Voluntary Participant Contributions.

                    (a) The Contribution Percentage for any Eligible Participant
         who is a Highly Compensated Employee for the Plan Year and who is
         eligible to make voluntary participant contributions, to receive
         employer matching contributions, or to make deferral contributions
         under two or more plans described in Section 401(a) of the Code or
         arrangements described in Section 401(k) of the Code that are
         maintained by an Affiliated Employer shall be determined as if all such
         contributions were made under a single plan.

                    (b) In the event that this Plan satisfies the requirements
         of Code Section 401(m), 401(a)(4), or 410(b) only if aggregated with
         one or more other plans, or if one or more other plans satisfy the
         requirements of Code Section 401(m), 401(a)(4), or 410(b) only if
         aggregated with this Plan, then


                                                      -26-
                                                        

<PAGE>



         the contribution percentages shall be determined as if all
         such plans were a single plan.

                    (c) For purposes of determining the Contribution Percentage
         of an Eligible Participant who is a five-percent owner or one of the 10
         Highly Compensated Employees receiving the most compensation from the
         Affiliated Employers, the Voluntary Participant Contributions, Employer
         Matching Contributions, and compensation of such Participant shall
         include the Voluntary Participant Contributions, Employer Matching
         Contributions, and compensation of Family Members, and such Family
         Members shall be disregarded in determining the Contribution Percentage
         for Eligible Participants who are Non-Highly Compensated Employees.

                    (d) The determination and treatment of the Contribution
         Percentage of any Eligible Participant shall satisfy such other
         requirements as may be prescribed by the Secretary of the Treasury.

         5.6        Distribution of Excess Aggregate Contributions.

                    (a) In General. Notwithstanding any other provision of this
         Plan, Excess Aggregate Contributions, plus any income and minus any
         loss allocable thereto, shall be distributed (or, if forfeitable,
         forfeited) no later than the last day of each Plan Year to Participants
         to whose Accounts such Excess Aggregate Contributions were allocated
         for the preceding Plan Year. Excess Aggregate Contributions shall be
         allocated to Participants who are subject to the Family Member
         aggregation rules of Section 414(q)(6) of the Code in the manner
         prescribed by regulations. If such Excess Aggregate Contributions are
         distributed more than 2-1/2 months after the last day of the Plan Year
         in which such excess amounts arose, a ten percent (10%) excise tax will
         be imposed on the Employing Company maintaining the Plan with respect
         to those amounts. Excess Aggregate Contributions shall be treated as
         Annual Additions.

                    (b) Determination of Income or Loss. Excess Aggregate
         Contributions shall be adjusted for any income or loss through the last
         day of the Plan Year or the date of distribution, as determined by the
         Committee. The income or loss allocable to Excess Aggregate
         Contributions is the sum of:

                             (1) income or loss allocated to the Participant's
                    Account attributable to Voluntary Participant Contributions
                    and Employer Matching Contributions for the Plan Year
                    multiplied by a fraction, the numerator of which is the
                    Participant's Excess Aggregate Contributions for the year
                    and the denominator is the


                                                      -27-
                                                        

<PAGE>



                    Participant's Account balance attributable to Voluntary
                    Participant Contributions and Employer Matching
                    Contributions, minus any income or plus any loss occurring
                    during the Plan Year; and

                             (2) if the Committee shall determine in its sole
                    discretion, ten percent (10%) of the amount determined under
                    (1) above multiplied by the number of whole calendar months
                    between the end of the Plan Year and the date of the
                    distribution, counting the month of distribution if
                    distribution occurs after the 15th of the month.

         Notwithstanding the above, the Committee may designate any reasonable
method for computing the income or loss allocable to Excess Aggregate
Contributions, provided that the method does not violate Section 401(a)(4) of
the Code, is used consistently for all Participants and for all corrective
distributions under the Plan for the Plan Year, and is used by the Plan for
allocating income or loss to Participants' Accounts.

                    (c) Accounting for Excess Aggregate Contributions. Excess
         Aggregate Contributions shall be distributed first from Voluntary
         Participant Contributions allocated to the Participant's Account and
         any corresponding Employer Matching Contribution shall also be
         forfeited and then, if necessary, distributed from the remaining
         Employer Matching Contribution allocated to the Participant's Account.

         5.7        Reversion of Employing Company Contributions.  Employing
Company contributions computed in accordance with the provisions of
this Plan shall revert to the Employing Company under the following
circumstances:

                    (a) In the case of an Employing Company contribution which
         is made by reason of a mistake of fact, such contribution upon written
         direction of the Employing Company shall be returned to the Employing
         Company within one year after the payment of the contribution.

                    (b) If any Employing Company contribution is determined to
         be nondeductible under Section 404 of the Code, then such Employing
         Company contribution, to the extent that it is determined to be
         nondeductible, upon written direction of the Employing Company shall be
         returned to the Employing Company within one year after the
         disallowance of the deduction.

         The amount which may be returned to the Employing Company under this
Section 5.7 is the excess of (1) the amount contributed over (2) the amount that
would have been contributed had there not occurred a mistake of fact or
disallowance of the deduction.


                                                      -28-
                                                        

<PAGE>



Earnings attributable to the excess contribution shall not be returned to the
Employing Company, but losses attributable thereto shall reduce the amount to be
so returned. If the withdrawal of the amount attributable to the mistaken
contribution would cause the balance of the Account of any Participant to be
reduced to less than the balance which would have been in the Account had the
mistaken amount not been contributed, then the amount to be returned to the
Employing Company shall be limited so as to avoid such reduction.

         5.8 Correction of Prior Incorrect Allocations and Distributions.
Notwithstanding any provisions contained herein to the contrary, in the event
that, as of any Valuation Date, adjustments are required in any Participants'
Accounts to correct any incorrect allocation of contributions or investment
earnings or losses, or such other discrepancies in Account balances that may
have occurred previously, the Employing Companies may make additional
contributions to the Plan to be applied to correct such incorrect allocations or
discrepancies. The additional contributions shall be allocated by the Committee
to adjust such Participants' Accounts to the value which would have existed on
said Valuation Date had there been no prior incorrect allocation or
discrepancies. The Committee shall also be authorized to take such other actions
as it deems necessary to correct prior incorrect allocations or discrepancies in
the Accounts of Participants under the Plan.



                                                      -29-
                                                        

<PAGE>



                                   ARTICLE VI

                          LIMITATIONS ON CONTRIBUTIONS


         6.1        Section 415 Limitations.

                    (a) Notwithstanding any provision of the Plan to the
         contrary, the total Annual Additions allocated to the Account (and the
         accounts under all defined contribution plans maintained by an
         Affiliated Employer) of any Participant for any Limitation Year in
         accordance with Code Section 415 and the regulations thereunder, which
         are incorporated herein by this reference, shall not exceed the lesser
         of the following amounts:

                      (1)     twenty-five percent (25%) of the Participant's
             compensation in the Limitation Year; or

                      (2)     $30,000 (as adjusted pursuant to Code Section
             415(d)(1)(C)).

                    (b) If a Participant is also a participant in any Affiliated
         Employer's defined benefit plan, then in addition to the limitations in
         (a) above, the sum of the Defined Benefit Plan Fraction and Defined
         Contribution Plan Fraction shall not exceed 1.0 for any Limitation
         Year.

                    (c) For purposes of this Section 6.1, wherever the term
         "compensation" is used, such term shall mean all amounts paid or made
         available to an Employee which are treated as compensation from an
         Affiliated Employer under Treasury Regulation Section 1.415-2(d)(2) and
         which are not excluded from compensation under Treasury Regulation
         Section 1.415- 2(d)(3).

                    (d) The Annual Addition for any Plan Year beginning before
         January 1, 1987 shall not be recomputed to treat all Voluntary
         Participant Contributions as an Annual Addition.

                    (e) If the Plan satisfied the applicable requirements of
         Section 415 of the Code as in effect for all Plan Years beginning
         before January 1, 1987, an amount shall be subtracted from the
         numerator of the Defined Contribution Plan Fraction (not exceeding the
         numerator), as prescribed by the Secretary of the Treasury, so that the
         sum of the Defined Benefit Plan Fraction and the Defined Contribution
         Plan Fraction computed under Section 415(e)(1) of the Code (as revised
         by this Section 6.1) does not exceed 1.0 for the Plan Year. In
         addition, the Defined Contribution Plan Fraction for


                                                      -30-
                                                        

<PAGE>



         a Participant may be determined by taking into account the special
         transition rule of Code Section 415(e)(6).

                    (f) If the Participant was a participant in one or more
         defined benefit plans maintained by the Affiliated Employers which were
         in existence on July 1, 1982, the denominator of the Defined Benefit
         Plan Fraction shall not be less than 1.25% of the sum of the annual
         benefits under such plans which the Participant had accrued as of the
         later of September 30, 1983 or the end of the last Limitation Year
         beginning before January 1, 1983. The preceding sentence applies only
         if the defined benefit plans individually, and in the aggregate satisfy
         the requirements of Code Section 415 as in effect at the end of the
         1982 Limitation Year.

         6.2 Correction of Contributions in Excess of Section 415 Limits. If the
Annual Additions for a Participant exceed the limits of Section 6.1 as a result
of the allocation of forfeitures, if any, a reasonable error in estimating a
Participant's annual compensation for purposes of the Plan, a reasonable error
in determining the amount of elective deferrals (within the meaning of Section
402(g)(3) of the Code) that may be made with respect to any individual, or under
other limited facts and circumstances that the Commissioner of the Treasury
finds justify the availability of the rules set forth in this Section 6.2, the
excess amounts shall not be deemed Annual Additions if they are treated in
accordance with any one or more or any combination of the following:

                    (a)      distribute to the Participant that portion, or all,
                             of his Elective Employer Contributions (as adjusted
                             for income and loss) as is necessary to ensure
                             compliance with Section 6.1;

                    (b)      return to the Participant that portion, or all, of
                             his Voluntary Participant Contributions (as
                             adjusted for income and loss) as is necessary to
                             ensure compliance with Section 6.1; and

                    (c)      forfeiture of that portion, or all, of the Employer
                             Matching Contributions (as adjusted for income and
                             loss) and any forfeitures of Employer contributions
                             that were allocated to the Participant's Account
                             (as adjusted for income and loss), as is necessary
                             to ensure compliance with Section 6.1.

         Any amounts distributed or returned to the Participant under (a) or (b)
above shall be disregarded for purposes of the Actual Deferral Percentage Test
and for purposes of the Actual Contribution Percentage Test.



                                                      -31-
                                                        

<PAGE>



     Any amounts forfeited under this Section 6.2 shall be held in a suspense
account and shall be applied, subject to Section 6.1, toward funding the
Employer Matching Contributions for the next succeeding Plan Year. Such
application shall be made prior to any Employing Company contributions and prior
to any Employer Matching Contributions that would constitute Annual Additions.
No income or investment gains and losses shall be allocated to the suspense
account provided for under this Section 6.2. If any amount remains in a suspense
account provided for under this Section 6.2 upon termination of this Plan, such
amount will revert to the Employing Companies notwithstanding any other
provision of this Plan.

         6.3 Combination of Plans. Notwithstanding any provisions contained
herein to the contrary, in the event that a Participant participates in a
defined contribution plan or defined benefit plan required to be aggregated with
this Plan under Code Section 415(g) and the sum of the Defined Contribution Plan
Fraction and Defined Benefit Plan Fraction with respect to a Participant exceeds
the limitations contained in Section 6.1(b), corrective adjustments (a) for an
Employee shall not be made under this Plan until made under such other defined
benefit plan and (b) for a former employee shall not be made under this Plan
until the corrective adjustments have been made under such other defined
contribution plan and defined benefit plan. If an Employee participates in more
than one defined contribution plan maintained by an Affiliated Employer and his
Annual Additions exceed the limitations of Section 6.1(a), corrective
adjustments shall be made first under this Plan and then, to the extent
necessary, under such other defined contribution plan.






                                                      -32-
                                                        

<PAGE>



                                   ARTICLE VII

                           SUSPENSION OF CONTRIBUTIONS


         7.1 Suspension of Contributions. A Participant may (on a prospective
basis) voluntarily suspend the Elective Employer Contributions made on his
behalf and his Voluntary Participant Contributions in accordance with the
procedures established by the Committee. Such suspension shall be effective as
soon as practicable after it is made. Whenever Elective Employer Contributions
made on a Participant's behalf and Voluntary Participant Contributions are
suspended, Employer Matching Contributions shall also be suspended.

         7.2 Resumption of Contributions. A Participant may terminate
prospectively any such suspension in accordance with the procedures established
by the Committee. Such resumption of contributions shall be effective as soon as
practicable after the election to terminate prospectively the suspension is
made. There shall be no make up of any contributions by a Participant or by an
Employing Company with respect to a period of suspension.




                                                      -33-
                                                        

<PAGE>



                                  ARTICLE VIII

                    INVESTMENT OF PARTICIPANTS' CONTRIBUTIONS


         8.1 Investment Funds. Elective Employer Contributions and Voluntary
Participant Contributions which are paid to the Trustee shall be added to such
one or more of the Investment Funds constituting part of the Trust Fund and in
such proportions and amounts as may be determined in accordance with this
Article VIII. The Investment Funds shall be selected from time to time by the
Pension Fund Investment Review Committee of the Southern Company System. Such
Investment Funds shall include the:

         "Company Stock Fund", which shall be invested and reinvested in Common
Stock, provided that funds applicable to the purchase of Common Stock pending
investment of such funds may be temporarily invested in short-term United States
Government obligations, other obligations guaranteed by the United States
Government, or commercial paper and, if the Trustee so determines, may be
transferred to money market funds utilized by the Trustee for qualified employee
benefit trusts.

         8.2 Investment of Participant Contributions. Each Participant shall
direct, at the time he elects to participate in the Plan and at such other times
as may be directed by the Committee, that his Account (other than Employer
Matching Contributions) be invested in one or more of the Investment Funds,
provided such investments are made in one-percent (1%) increments.

         8.3 Investment of Earnings. Interest, dividends, if any, and other
distributions received by the Trustee with respect to an Investment Fund shall
be invested in such Investment Fund.

         8.4 Transfer of Assets between Funds. A Participant may direct in
accordance with the provisions of this Section 8.4 and such procedures
established by the Committee that all of his interest in an Investment Fund or
Funds attributable to amounts in his Account (other than Employer Matching
Contributions) or any portion of such amount (expressed in number of shares,
whole dollar amounts, or one-percent (1%) increments) to the credit of his
Account be transferred and invested by the Trustee as of such date in any other
Investment Fund as designated by the Participant. Such direction shall be
effective as soon as practicable after it is made.

         8.5        Change in Investment Direction.  Any investment
direction given by a Participant shall continue in effect until
changed by the Participant.  A Participant may change his
investment direction as to the future contributions and allocations
to his Account (other than Employer Matching Contributions) in


                                                      -34-
                                                        

<PAGE>



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

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


                                                      -35-
                                                        

<PAGE>



                                   ARTICLE IX

               MAINTENANCE AND VALUATION OF PARTICIPANTS' ACCOUNTS


         9.1        Establishment of Accounts.

                    (a) An Account shall be established for each Participant. In
         addition, subaccounts shall be established for each Participant to
         reflect all Elective Employer Contributions, Voluntary Participant
         Contributions, Employer Matching Contributions and rollover
         contributions from the SEPCO Plan (and the earnings and/or losses on
         each subaccount). Each Participant will be furnished a statement of his
         Account at least annually and upon any distribution.

                    (b) Effective as of January 1, 1993, the Committee shall
         also establish a subaccount known as a Participant's SEPCO Transferred
         Account to reflect the Participant's interest in the Plan resulting
         from the merger of the SEPCO Plan into this Plan effective as of
         January 1, 1993. To the extent that a Participant's Salary Deferral
         Account, Employer Contribution Account, and Rollover Account (as those
         terms were defined under the SEPCO Plan), were transferred to this Plan
         from the SEPCO Plan, such accounts shall retain their character as
         participant deferral, employer, or rollover contributions,
         respectively, and the Committee shall establish and maintain such
         bookkeeping accounts as it deems necessary to account for such
         contributions, and any subsequent earnings or losses attributable
         thereto, under this Plan.

         9.2 Valuation of Investment Funds. A Participant's Account in respect
of his interest in each Investment Fund shall be credited or charged, as the
case may be, as of each Valuation Date with the dividends, income, gains,
appreciation, losses, depreciation, forfeitures, expenses, and other
transactions with respect to such Investment Fund for the Valuation Date as of
which such credit or charge accrued. Such credits or charges to a Participant's
Account shall be made in such proportions and by such method or formula as shall
be deemed by the Committee to be necessary or appropriate to account for each
Participant's proportionate beneficial interest in the Trust Fund in respect of
his interest in each Investment Fund. Investments of each Investment Fund shall
be valued at their fair market values as of each Valuation Date as determined by
the Trustee, and such valuation shall conclusively establish such value.

         9.3        Rights in Investment Funds.  Nothing contained in this
Article IX shall be deemed to give any Participant any interest in
any specific property in any Investment Fund or any interest, other
than the right to receive payments or distributions in accordance


                                                      -36-
                                                        

<PAGE>



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




                                                      -37-
                                                        

<PAGE>



                                    ARTICLE X

                                     VESTING


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





                                                      -38-
                                                        

<PAGE>



                                   ARTICLE XI


            WITHDRAWALS AND LOANS PRIOR TO TERMINATION OF EMPLOYMENT



         11.1       Withdrawals by Participants.

                    (a) Subject to the provisions of this Section 11.1 and
         Sections 11.2 through 11.6, a Participant may make withdrawals from his
         Account (other than amounts credited to his SEPCO Transferred Account)
         during his employment with an Affiliated Employer effective as of any
         Valuation Date in the order of priority listed below:

                             (1) All or a portion of the value of his Account
                    attributable to Voluntary Participant Contributions (not
                    including any earnings or appreciation thereon) made prior
                    to January 1, 1987;

                             (2) All amounts described above, plus all or a
                    portion of the value of his Account attributable to
                    Voluntary Participant Contributions, plus a ratable portion
                    of the earnings and/or appreciation on Voluntary
                    Participant Contributions;

                             (3) All amounts described above, plus up to fifty
                    percent (50%) of the value of his Account attributable to
                    Employer Matching Contributions (including earnings and
                    appreciation thereon) allocated to his Account; provided,
                    however, that said Participant shall have participated in
                    the Plan for not less than sixty (60) months at the time of
                    the withdrawal;

                             (4)(A) For Participants who have not attained age
                    59 1/2, all amounts described above, plus all or a portion
                    of the value of his Account attributable to Elective
                    Employer Contributions (not including any earnings or
                    appreciation thereon for Plan Years beginning after December
                    31, 1988); and

                             (B) For Participants who have attained age 59 1/2,
                    all amounts described above, plus all or a portion of the
                    value of his Account attributable to any earnings or
                    appreciation on Elective Employer Contributions.

                    (b)      Withdrawals from a Participant's SEPCO Transferred
         Account shall be made in accordance with Article XVIII.




                                                      -39-
                                                        

<PAGE>





         11.2 Notice of Withdrawal. Notice of withdrawal must be given by a
Participant in accordance with the procedures established by the Committee, and
if such withdrawal would constitute an eligible rollover distribution (within
the meaning of Code Section 402(c)(4)), the consent and notice requirements of
Section 12.10 must be satisfied. Payment of a withdrawal shall be made as soon
as practicable and in accordance with Section 12.10, if applicable.

         11.3 Form of Withdrawal. All distributions under this Article XI shall
be made in the form of cash, provided that with respect to any distribution
which is attributable to Common Stock the Participant shall have the right to
demand that such portion of the distribution be made in the form of Common Stock
to the extent of the whole number of shares of Common Stock in his Account. Such
demand must be made in accordance with the procedures established by the
Committee.

         11.4 Minimum Withdrawal. No distribution under this Article XI shall be
permitted in an amount which has a value of less than $300, unless the value of
the amount available under the selected option is less than $300, in which case
such available amount will be distributed.

         11.5 Source of Withdrawal. Withdrawals shall be made in accordance with
the instructions of the Participant from each of the Investment Funds in which
the amount to be distributed is invested. The value of the amount to be
distributed under any option listed in Section 11.1 shall be determined as soon
as practicable in accordance with the procedures established by the Committee.

         11.6       Requirement of Hardship.

                    (a) Except as provided in (e) below, a withdrawal pursuant
         to Section 11.1(a)(4)(A), in addition to the other requirements of
         Article XI, shall be permitted only if the Committee determines that
         the withdrawal is to be made on account of an immediate and heavy
         financial need of the Participant, the amount of the withdrawal does
         not exceed such financial need, and the amount of the withdrawal is not
         reasonably available from other resources of the Participant.

                    (b)      For purposes of this Section 11.6, the following
         shall be deemed to be immediate and heavy financial needs:

                           (1)     medical expenses described in Section 213(d)
                  of the Code, including but not limited to, expenses for



                                                      -40-
                                                        

<PAGE>



                    (i) the diagnosis, cure, mitigation, treatment, or
                    prevention of disease, or for the purpose of affecting any
                    structure or function of the body; (ii) transportation
                    primarily for and essential to such expenses referred to in
                    (i) above; or (iii) insurance (including amounts paid as
                    premiums under part B of Title XVIII of the Social Security
                    Act) relating to medical expenses referred to in (i) or (ii)
                    above, provided such expenses are incurred by the
                    Participant, the Participant's spouse or any person whom the
                    Participant may properly claim as a dependent on his federal
                    income tax return or are necessary for such persons to
                    obtain the medical care described above; or

                             (2)     Purchase (excluding mortgage payments) of a
                    principal residence for the Participant; or

                             (3) payment of tuition, related educational fees,
                    and room and board expenses, for the next twelve (12) months
                    of post-secondary education for the Participant, the
                    Participant's spouse or child or children, or any person the
                    Participant may properly claim as a dependent on his federal
                    income tax return; or

                             (4)     The need to prevent eviction of the
                    Participant from his principal residence or foreclosure
                    on the mortgage of the Participant's principal
                    residence; or

                             (5) Any other need which the Commissioner of the
                    Internal Revenue Service, through the publication of revenue
                    rulings, notices, or other documents of general
                    applicability, deems to be immediate and heavy.

                    (c) For purposes of this Section 11.6, a withdrawal shall be
         deemed necessary to satisfy an immediate and heavy financial need if:

                         (1) the distribution is not in excess of the amount
                of the immediate and heavy financial need of the
                Participant, including any amounts necessary to pay any
                federal, state, or local income taxes or penalties
                reasonably anticipated to result from the distribution;

                         (2)     The Participant has obtained all distributions
                and all nontaxable loans currently available to him
                under all plans maintained by an Affiliated Employer;

                         (3)     The Participant agrees to suspend all elective
                employer contributions and voluntary participant
                contributions to all plans of an Affiliated Employer for


                                                      -41-
                                                        

<PAGE>



                    at least twelve (12) months after receipt of the
                    distribution under this Section 11.6; and

                             (4) The Participant agrees not to make elective
                    contributions to this Plan or any other plan sponsored by an
                    Affiliated Employer during the Participant's taxable year
                    immediately following the taxable year of the hardship
                    distribution in excess of the Participant's applicable
                    elective deferral limits under Section 402(g) of the Code
                    for such taxable year less the amount for the taxable year
                    of the hardship distribution.

                    (d) When all suspensions pursuant to this Section 11.6 are
         ended, Elective Employer Contributions and/or Voluntary Participant
         Contributions may be resumed by the Participant (if the Participant is
         then eligible and elects to resume such contributions) beginning with
         the Participant's first payroll period commencing after all suspensions
         are ended, and Employer Matching Contributions by his Employing Company
         also shall be resumed. There shall be no make up of any contributions
         by a Participant or by an Employing Company with respect to a period of
         suspension.

                    (e) Notwithstanding (a) above, if a Participant has attained
         age 59 1/2, he shall be permitted to make a withdrawal pursuant to
         Section 11.1(a)(4)(B), even if such withdrawal is not on account of
         hardship.

         11.7       Loans to Participants.

                    (a) The Committee may, in its sole discretion, direct the
         Trustee to make a loan or loans from the Trust Fund to any Participant
         (other than a Participant with an existing Plan loan in arrears) (1)
         who is an Employee on the active payroll of an Employing Company or is
         a cooperative education employee, (2) who is receiving long-term
         disability payments under a plan maintained by his Employing Company,
         (3) who is on a leave of absence authorized by his Employing Company,
         or (4) who is a party in interest as defined in Section 3(14) of ERISA.
         All loan applications shall be made in accordance with the procedures
         established by the Committee, which shall form a part of this Plan.
         Such procedures shall establish the terms and conditions of loans under
         the Plan, including the events constituting default, and shall be
         consistent with the provisions of this Section 11.7.

                    (b) The total amount of all loans outstanding to any one
         Participant under all qualified plans maintained by an Affiliated
         Employer shall not exceed the lesser of (1) $50,000, reduced by the
         excess of the highest outstanding balance of loans from all qualified
         plans maintained by an


                                                      -42-
                                                        

<PAGE>



         Affiliated Employer during the twelve-month period ending on the day
         before a loan is made, over the outstanding balance of any loans to the
         Participant from all qualified plans maintained by an Affiliated
         Employer on the date the loan is made, or (2) fifty percent (50%) of
         such Participant's Account as of the Valuation Date coinciding with or
         next following the date the loan application is made. The minimum
         amount of any loan shall not equal less than $1,000.

                    (c) The Participant requesting a loan pursuant to this
         Section 11.7 shall designate the order of priority of Investment
         Fund(s) from which the principal amount of the loan shall be obtained.

                    (d) The Committee shall adopt and follow uniform and
         nondiscriminatory procedures in making loans under this Plan to make
         certain that such loans (1) are available to all Participants on a
         reasonably equivalent basis, (2) are not made available to Highly
         Compensated Employees, officers, or shareholders in an amount greater
         than the amount made available to other Participants, (3) bear a
         reasonable rate of interest, and (4) are adequately secured. The
         repayment of such loans by any Participant who is an Employee on the
         active payroll of an Employing Company shall be made through payroll
         deduction. The minimum amount of any loan repayment shall not equal
         less than $20.00, and such repayment shall extend for a period certain
         of at least twelve (12) months (unless repaid in full), but not to
         exceed fifty-eight (58) months, expressed in any number of whole months
         (including the month the loan is made). The term of any loan may be for
         a period certain of more than fifty-eight (58) months, but not to
         exceed fifteen (15) years, only if the proceeds of such loan are used
         to acquire any dwelling used or, within a reasonable period of time, to
         be used as the principal residence of the Participant.

                    (e) The Committee shall direct the Trustee to obtain from
         the Participant such note and adequate security as it may require. All
         loans made pursuant to this Section 11.7 shall be secured by the
         Participant's Account, and no other types of collateral may be used to
         secure a loan from the Plan. Notwithstanding the provisions of Section
         17.2, if a Participant defaults on a loan under the Plan or if the
         Participant's employment terminates prior to full repayment thereof, in
         addition to any other remedy provided in the loan instruments or by
         law, the Committee may direct the Trustee to charge against that
         portion of the Participant's Account which secures the loan the amount
         required to fully repay the loan. Under no circumstances, however,
         shall any unpaid loan be charged against a Participant's Account until
         permitted by applicable law. This Section authorizes only the making of


                                                      -43-
                                                        

<PAGE>



         bona fide loans and not distributions, and before resort is made
         against a Participant's Account for his failure to repay any loan, such
         other reasonable efforts to collect the same shall be made by the
         Committee as it deems reasonable and practical under the circumstances.

                    (f) No distribution shall be made to any Participant unless
         and until all unpaid loans to such Participant have either been paid in
         full or deducted from the Participant's Account.

                    (g) All loans made under this Section 11.7 shall be
         considered earmarked investments of the Participant's Account, and any
         repayment of principal and interest shall be reinvested in accordance
         with the Participant's investment direction in effect on the date of
         such repayment pursuant to Article VIII of the Plan.


                                                      -44-
                                                        

<PAGE>



                                   ARTICLE XII

                          DISTRIBUTION TO PARTICIPANTS


         12.1       Distribution upon Retirement.

                    (a) Subject to the provisions of Article XVIII, if a
         Participant's employment with the Affiliated Employers is terminated as
         a result of his retirement pursuant to the defined benefit pension plan
         of an Affiliated Employer, the entire balance credited to his Account
         shall be payable to him in the manner set forth in this Section 12.1 at
         such time requested by the Participant pursuant to Section 12.6 and in
         accordance with the procedures established by the Committee. The
         distribution shall commence as soon as practicable after the Valuation
         Date selected by the Participant in one of the following ways:

                             (1)     In a single lump sum distribution; or

                             (2) In annual installments not to exceed twenty
                    (20), as selected by the Participant, or the Participant's
                    life expectancy. The amount of cash and/or the number of
                    shares of Common Stock in each installment shall be equal to
                    the proportionate value as of each Valuation Date
                    immediately preceding payment of the balance then to the
                    credit of the Participant in his Account determined by
                    dividing the amount credited to his Account as of such
                    Valuation Date by the number of payments remaining to be
                    made.

                    If a Participant who is receiving installment payments shall
         establish to the satisfaction of the Committee, in accordance with
         principles and procedures established by the Committee which are
         applicable to all persons similarly situated, that a financial
         emergency exists in his affairs, such as illness or accident to the
         Participant or a member of his immediate family or other similar
         contingency, the Committee may, for the purpose of alleviating such
         emergency, accelerate the time of payment of some or all of the
         remaining installments. If a Participant dies before receiving all of
         the amount to the credit of his Account in accordance with this
         paragraph (2), the amount remaining to the credit of his Account at his
         death shall be distributed to his Beneficiary as soon as practicable in
         accordance with Section 12.4.

                    (b) Notwithstanding a Participant's election to defer the
         receipt of the benefits under (a) above, the Committee shall direct
         payment in a single lump sum to such Participant if the balance of his
         Account does not exceed $3,500 in


                                                      -45-
                                                        

<PAGE>



         accordance with the requirements of Code Section 411(a)(11). The
         Committee shall not cash-out any Participant whose Account balance
         exceeds $3,500 without the written consent of the Participant.

         12.2 Distribution upon Disability. If a Participant's employment with
the Affiliated Employers is terminated prior to his Normal Retirement Date by
reason of his total and permanent disability, as determined by the Social
Security Administration and evidenced in a writing provided to the Committee,
such disabled Participant shall be entitled to receive the entire value credited
to his Account at such time as requested by the Participant or such legal
representative pursuant to Section 12.6 and in accordance with the procedures
established by the Committee. Any distribution pursuant to this Section 12.2
shall be made in a single lump sum as soon as practicable after the selected
Valuation Date.

         Notwithstanding the foregoing, the Committee shall direct payment in a
single lump sum to such Participant or his legal representative if the balance
of such Participant's Account does not exceed $3,500 in accordance with the
requirements of Code Section 411(a)(11).

         12.3 Distribution upon Death. If a Participant's employment with the
Affiliated Employers is terminated by reason of death, the entire balance
credited to the Participant's Account shall be distributed as soon as
practicable to the Participant's surviving Beneficiary or Beneficiaries in a
lump sum.

         12.4       Designation of Beneficiary in the Event of Death.  A
Participant may designate a Beneficiary or Beneficiaries (who may
be designated contingently) to receive all or part of the amount
credited to his Account in case of his death before his receipt of
all of his benefits under the Plan, provided that the Beneficiary
of a married Participant shall be the Participant's Surviving
Spouse, unless such Surviving Spouse shall consent in a writing
witnessed by a notary public, which writing acknowledges the effect
of the Participant's designation of a Beneficiary other than such
Surviving Spouse.  However, if such Participant establishes to the
satisfaction of the Committee that such written consent may not be
obtained because the Surviving Spouse cannot be located or because
of such other circumstances as the Secretary of the Treasury may by
regulations prescribe, a designation by such Participant without
the consent of the Surviving Spouse shall be valid.

         Any consent necessary under this Section 12.4 shall be valid and
effective only with respect to the Surviving Spouse who signs the consent or, in
the event of a deemed consent, only with respect to a designated Surviving
Spouse.



                                                      -46-
                                                        

<PAGE>



         A designation of Beneficiary may be revoked by the Participant without
the consent of any Beneficiary (or the Participant's Surviving Spouse) at any
time before the commencement of the distribution of benefits. A Beneficiary
designation or change or revocation of a Beneficiary designation shall be made
in accordance with the procedures established by the Committee.

         If no designated Beneficiary shall be living at the death of the
Participant and/or such Participant's Beneficiary designation is not valid and
enforceable under applicable law or the procedures of the Committee, such
Participant's Beneficiary of Beneficiaries shall be the person or persons in the
first of the following classes of successive preference, if then living:

                    (a)      the Participant's spouse on the date of his death,

                    (b)      the Participant's children, equally,

                    (c)      the Participant's parents, equally,

                    (d)      the Participant's brothers and sisters, equally, or

                    (e)      the Participant's executors or administrators.

Payment to such one or more persons shall completely discharge the Plan and the
Trustee with respect to the amount so paid.

         12.5       Distribution upon Termination of Employment.

                    (a) If a Participant's employment with the Affiliated
         Employers is terminated for any reason other than in accordance with
         Sections 12.1, 12.2, and 12.3, the balance to the credit of the
         Participant's Account shall be distributed in a single lump sum. Such
         distribution shall be made as soon as practicable after the
         Participant's termination of employment, provided that one of the
         following conditions is met:

                             (1)     the Participant's Account Balance does not
                    exceed $3,500 in accordance with Code Section
                    411(a)(11), or

                             (2)     in accordance with Section 12.10, the
                    Participant elects to receive a distribution of his
                    Account.

                    (b) A Participant who does not receive a distribution under
         Section 12.5(a)(1) may elect to defer the commencement of the
         distribution of his Account following the termination of his employment
         until a later Valuation Date, provided that such distribution shall
         commence not later than the date


                                                      -47-
                                                        

<PAGE>



         required under Section 12.6 of the Plan. Any deferred distribution
         shall commence as soon as practicable after the Valuation Date selected
         by the Participant.

         12.6       Commencement of Benefits.

                    (a) Notwithstanding any other provision of the Plan, and
         except as further provided in Section 12.6(b) below, if the Participant
         does not elect to defer commencement of his benefit payments, the
         payment of his benefits shall begin at the Participant's election no
         later than the sixtieth (60th) day after the close of the Plan Year in
         which the latest of the following events occurs:

                        (1)     the Participant attains the earlier of age
               sixty-five (65) or his Normal Retirement Date,

                        (2)     the Participant's tenth (10th) anniversary of
               participation under the Plan, or

                        (3)     the Participant's separation from service with
               the Affiliated Employers.

                    (b) In no event shall the distribution of amounts in a
         Participant's Account commence later than the April 1 of the calendar
         year following the calendar year in which the Participant attains age
         70 1/2, in accordance with regulations prescribed by the Secretary of
         the Treasury. The foregoing requirements in this Section 12.6(b) shall
         not be applied to restrict the implementation of any written
         designation given to the Committee by a Participant prior to January 1,
         1984, with regard to the method of distribution of his Account, if such
         method was permissible under the Plan and Code prior to January 1,
         1984.

         Any distribution made under this Plan shall be made in accordance with
the minimum distribution requirements of Code Section 401(a)(9), including the
incidental death benefits requirements under Code Section 401(a)(9)(G) and the
Treasury Regulations thereunder.

         12.7 Transfer between Employing Companies. A transfer by a Participant
from one Employing Company to another Employing Company shall not affect his
participation in the Plan. A transfer by a Participant from an Employing Company
to an Affiliated Employer that is not an Employing Company shall not be deemed
to be a termination of employment with an Employing Company.



                                                      -48-
                                                        

<PAGE>



         12.8 Distributions to Alternate Payees. If the Participant's Account
under the Plan shall become subject to any domestic relations order which (a) is
a qualified domestic relations order satisfying the requirements of Section
414(p) of the Code and (b) requires the immediate distribution in a single lump
sum of the entire portion of the Participant's Account required to be segregated
for the benefit of an alternate payee, then the entire interest of such
alternate payee shall be distributed in a single lump sum within ninety (90)
days following the Employing Company's notification to the Participant and the
alternate payee that the domestic relations order is qualified under Section
414(p) of the Code, or as soon as practicable thereafter. Such distribution to
an alternate payee shall be made even if the Participant has not separated from
the service of the Affiliated Employers. Any other distribution pursuant to a
qualified domestic relations order shall not be made earlier than the
Participant's termination of service, or his attainment of age fifty (50), if
earlier, and shall not commence later than the date the Participant's (or his
Beneficiary's) benefit payments otherwise commence. Such distribution to an
alternate payee shall be made only in a manner permitted under Section 12.5 of
the Plan or Article XVIII with respect to his SEPCO Transferred Account.

         12.9 Requirement for Direct Rollovers. Notwithstanding any provision of
the Plan to the contrary that would otherwise limit a Distributee's election
under this Article XII, a Distributee may elect, at the time and in the manner
prescribed by the Committee, to have any portion of an Eligible Rollover
Distribution paid directly to an Eligible Retirement Plan specified by the
Distributee in a Direct Rollover.

         12.10 Consent and Notice Requirements. If the value of the vested
portion of a Participant's Account derived from Employing Company and Employee
contributions exceeds $3,500 determined in accordance with the requirements of
Code Section 411(a)(11), the Participant must consent to any distribution of
such vested account balance prior to his Normal Retirement Date. The consent of
the Participant shall be obtained within the ninety-day period ending on the
first day of the first period for which an amount is payable as an annuity or in
any other form under this Plan.

         The Committee shall notify the Participant of the right to defer any
distribution until the Participant's Account balance is no longer immediately
distributable. Such notification shall include a general description of the
material features and an explanation of the relative values of the operational
forms of benefit available under the Plan in a manner that would satisfy the
notice requirements of Section 417(a)(3) of the Code; such notification shall be
provided no less than 30 days and no more than 90 days prior to the annuity
starting date.



                                                      -49-
                                                        

<PAGE>



         Distributions may commence less than 30 days after the notice required
under Section 1.411(a)-11(c) of the Treasury Regulations is given, provided
that:

                    (a)      the Committee informs the Participant that the
                             Participant has a right to a period of at least 30
                             days after receiving the notice to consider the
                             decision of whether or not to elect a distribution
                             and a particular distribution option, and

                    (b)      the Participant, after receiving the notice,
                             affirmatively elects a distribution.

         12.11 Form of Payment. All distributions under this Article XII shall
be made in the form of cash, provided that the person entitled to such
distribution may demand that the portion of any distribution which is
attributable to Common Stock be distributed in the form of Common Stock to the
extent of the whole number of shares in the Participant's Account, with a cash
adjustment for any fractional shares.



                                                      -50-
                                                        

<PAGE>



                                  ARTICLE XIII

                           ADMINISTRATION OF THE PLAN



         13.1 Membership of Committee. The Plan shall be administered by the
Committee, which shall consist of the representative of The Southern Company and
the representative of each Employing Company on The Southern Company Human
Resources Committee, except Southern Electric International, Inc. The Committee
shall be chaired by the representative of The Southern Company and may select a
Secretary (who may, but need not, be a member of the Committee) to keep its
records or to assist it in the discharge of its duties.

         13.2 Acceptance and Resignation. Any person appointed to be a member of
the Committee shall signify his acceptance in writing to the Chairman of the
Committee. Any member of the Committee may resign by delivering his written
resignation to the Committee and such resignation shall become effective upon
delivery or upon any later date specified therein.

         13.3 Transaction of Business. A majority of the members of the
Committee at the time in office shall constitute a quorum for the transaction of
business at any meeting. Any determination or action of the Committee may be
made or taken by a majority of the members present at any meeting thereof or
without a meeting by a resolution or written memorandum concurred in by a
majority of the members then in office.

         13.4 Responsibilities in General. The Committee shall administer the
Plan and shall have the discretionary authority, power, and the duty to take all
actions and to make all decisions necessary or proper to carry out the Plan and
to control and manage the operation and administration of the Plan. The
Committee shall have the discretion to interpret the Plan, including any
ambiguities herein, and to determine the eligibility for benefits under the Plan
in its sole discretion. The determination of the Committee as to any question
involving the general administration and interpretation of the Plan shall be
final, conclusive, and binding on all persons, except as otherwise provided
herein or by law, and may be relied upon by the Company, all Employing
Companies, the Trustee, the Participants, and their Beneficiaries. Any
discretionary action to be taken under the Plan by the Committee with respect to
Employees and Participants or with respect to benefits shall be uniform in their
nature and applicable to all persons similarly situated.

         13.5       Committee as Named Fiduciary.  For the purpose of
compliance with the provisions of ERISA, the Committee shall be
deemed the administrator of the Plan as the term "administrator" is


                                                      -51-
                                                        

<PAGE>



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

         13.6 Rules for Plan Administration. The Committee may make and enforce
rules and regulations for the administration of the Plan consistent with the
provisions thereof and may prescribe the use of such forms or procedures as it
shall deem appropriate for the administration of the Plan.

         13.7 Employment of Agents. The Committee may employ independent
qualified public accountants, as such term is defined in ERISA, who may be
accountants to The Southern Company and any Affiliated Employer, legal counsel
who may be counsel to The Southern Company and any Affiliated Employer, other
specialists, and other persons as the Committee deems necessary or desirable in
connection with the administration of the Plan. The Committee and any person to
whom it may delegate any duty or power in connection with the administration of
the Plan, the Company and the officers and directors thereof shall be entitled
to rely conclusively upon and shall be fully protected in any action omitted,
taken, or suffered by them in good faith in reliance upon any independent
qualified public accountant, counsel, or other specialist, or other person
selected by the Committee, or in reliance upon any tables, evaluations,
certificates, opinions, or reports which shall be furnished by any of them or by
the Trustee.

         13.8 Co-Fiduciaries. It is intended that to the maximum extent
permitted by ERISA, each person who is a fiduciary (as that term is defined in
ERISA) with respect to the Plan shall be responsible for the proper exercise of
his own powers, duties, responsibilities, and obligations under the Plan and the
Trust, as shall each person designated by any fiduciary to carry out any
fiduciary responsibilities with respect to the Plan or the Trust. No fiduciary
or other person to whom fiduciary responsibilities are allocated shall be liable
for any act or omission of any other fiduciary or of any other person delegated
to carry out any fiduciary or other responsibility under the Plan or the Trust.

         13.9       General Records.  The Committee shall maintain or cause
to be maintained an Account (and any separate subaccount) which
accurately reflects the interest of each Participant, as provided
for in Section 9.1, and shall maintain or cause to be maintained
all necessary books of account and records with respect to the
administration of the Plan.  The Committee shall mail or cause to
be mailed to Participants reports to be furnished to Participants
in accordance with the Plan or as may be required by ERISA.  Any


                                                      -52-
                                                        

<PAGE>



notices, reports, or statements to be given, furnished, made, or delivered to a
Participant shall be deemed duly given, furnished, made, or delivered when
addressed to the Participant and delivered to the Participant in person or
mailed by ordinary mail to his address last communicated to the Committee (or
its delegate) or of his Employing Company.

         13.10 Liability of the Committee. In administering the Plan, except as
may be prohibited by ERISA, neither the Committee nor any person to whom it may
delegate any duty or power in connection with administering the Plan shall be
liable for any action or failure to act except for its or his own gross
negligence or willful misconduct; nor for the payment of any amount under the
Plan; nor for any mistake of judgment made by him or on his behalf as a member
of the Committee; nor for any action, failure to act, or loss unless resulting
from his own gross negligence or willful misconduct; nor for the neglect,
omission, or wrongdoing of any other member of the Committee. No member of the
Committee shall be personally liable under any contract, agreement, bond, or
other instrument made or executed by him or on his behalf as a member of the
Committee.

         13.11 Reimbursement of Expenses and Compensation of Committee. Members
of the Committee shall be reimbursed by the Company for expenses they may
individually or collectively incur in the performance of their duties. Each
member of the Committee who is a full-time employee of the Company or of any
Employing Company shall serve without compensation for his services as such
member; each other member of the Committee shall receive such compensation, if
any, for his services as the Board of Directors may fix from time to time.

         13.12 Expenses of Plan and Trust Fund. The expenses of establishment
and administration of the Plan and the Trust Fund, including all fees of the
Trustee, auditors, and counsel, shall be paid by the Company or the Employing
Companies. Notwithstanding the foregoing, certain administrative expenses may be
paid from the Trust Fund unless otherwise paid by the Company or the Employing
Companies to the extent provided in the Trust Agreement. Any expenses directly
related to the investments of the Trust Fund, such as stock transfer taxes,
brokerage commissions, or other charges incurred in the acquisition or
disposition of such investments, shall be paid from the Trust Fund (or from the
particular Investment Fund to which such fees or expenses relate) and shall be
deemed to be part of the cost of such securities or deducted in computing the
proceeds therefrom, as the case may be. Investment management fees for the
Investment Funds shall be paid from the particular Investment Fund to which they
relate unless otherwise paid by the Company or the Employing Companies. Taxes,
if any, on any assets held or income received by the Trustee and transfer taxes
on the transfer of Common Stock from the Trustee to


                                                      -53-
                                                        

<PAGE>



a Participant or his Beneficiary shall be charged appropriately against the
Accounts of Participants as the Committee shall determine. Any expenses paid by
the Company pursuant to Section 13.11 and this section shall be subject to
reimbursement by other Employing Companies of their proportionate shares of such
expenses as determined by the Committee.

         13.13 Responsibility for Funding Policy. The Pension Fund Investment
Review Committee of The Southern Company System shall have responsibility for
providing a procedure for establishing and carrying out a funding policy and
method for the Plan consistent with the objectives of the Plan and the
requirements of Title I of
ERISA.

         13.14 Management of Assets. The Committee shall not have responsibility
with respect to the control or management of the assets of the Plan. The Trustee
shall have the sole responsibility for the administration of the assets of the
Plan as provided in the Trust Agreement, except to the extent that an investment
advisor (who qualifies as an Investment Manager as that term is defined in
ERISA) who may be appointed by the Board of Directors (upon recommendation by
the Pension Fund Investment Review Committee on and after August 5, 1993) shall
have responsibility for the management of the assets of the Plan, or some part
thereof (including the powers to acquire and dispose of the assets of the Plan,
or some part thereof).

         13.15      Notice and Claims Procedures.  Consistent with the
requirements of ERISA and the regulations thereunder of the
Secretary of Labor from time to time in effect, the Committee
shall:

                    (a) provide adequate notice in writing to any Participant or
         Beneficiary whose claim for benefits under the Plan has been denied,
         setting forth specific reasons for such denial, written in a manner
         calculated to be understood by such Participant or Beneficiary, and

                    (b) afford a reasonable opportunity to any Participant or
         Beneficiary whose claim for benefits has been denied for a full and
         fair review of the decision denying the claim.

         13.16 Bonding. Unless otherwise determined by the Board of Directors or
required by law, no member of the Committee shall be required to give any bond
or other security in any jurisdiction.

         13.17      Multiple Fiduciary Capacities.  Any person or group of
persons may serve in more than one fiduciary capacity with respect
to the Plan, and any fiduciary with respect to the Plan may serve
as a fiduciary with respect to the Plan in addition to being an


                                                      -54-
                                                        

<PAGE>



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

         13.18 Change in Administrative Procedures. Notwithstanding any
provision in the Plan to the contrary, the Committee shall be authorized to take
whatever actions it deems necessary or appropriate in its discretion to
implement administrative procedures, including, but not limited to, suspending
plan participation (to the extent permitted by applicable law,) and suspending
changes in investment directions and fund transfers, even though otherwise
permitted or required under the Plan.


                                                      -55-
                                                        

<PAGE>



                                   ARTICLE XIV

                               TRUSTEE OF THE PLAN


         14.1 Trustee. The Company has entered into a Trust Agreement with the
Trustee to hold the funds necessary to provide the benefits set forth in the
Plan. If the Board of Directors so determines, the Company may enter into a
Trust Agreement or Trust Agreements with additional trustees. Any Trust
Agreement may be amended by the Company from time to time in accordance with its
terms. Any Trust Agreement shall provide, among other things, that all funds
received by the Trustee thereunder will be held, administered, invested, and
distributed by the Trustee, and that no part of the corpus or income of the
Trust held by the Trustee shall be used for or diverted to purposes other than
for the exclusive benefit of Participants or their Beneficiaries, except as
otherwise provided in the Plan. Any Trust Agreement may also provide that the
investment and reinvestment of the Trust Fund, or any part thereof may be
carried out in accordance with directions given to the Trustee by any Investment
Manager or Investment Managers (as that term is defined in ERISA) who may be
appointed by the Board of Directors (upon recommendation by the Pension Fund
Investment Review Committee). The Board of Directors may remove any Trustee or
any successor Trustee, and any Trustee or any successor Trustee may resign. Upon
removal or resignation of a Trustee, the Board of Directors shall appoint a
successor Trustee.

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



                                                      -56-
                                                        

<PAGE>



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

         14.4 Voting of Other Investment Fund Shares. The Pension Fund
Investment Review Committee or its delegate may direct the Trustee with respect
to voting the shares in any Investment Fund other than the Company Stock Fund.
To the extent an Investment Manager has been designated with respect to an
Investment Fund, such Investment Manager (and not the Pension Fund Investment
Review Committee) shall direct the Trustee with respect to voting the shares in
such Investment Fund. If the Investment Manager does not direct the Trustee with
respect to voting such shares, the Pension Fund Investment Review Committee may
direct the Trustee with respect to voting such shares. If the Pension Fund
Investment Review Committee does not provide the Trustee or its designated agent
with timely voting instructions, the Trustee, if required to do so by applicable
law, may vote such shares.

         14.5       Uninvested Amounts.  The Trustee may keep uninvested an
amount of cash sufficient in its opinion to enable it to carry out
the purposes of the Plan.

         14.6       Independent Accounting.  The Board of Directors shall
select a firm of independent public accountants to examine and
report annually on the financial position and the results of
operation of the Trust forming a part of the Plan.



                                                      -57-
                                                        

<PAGE>



                                   ARTICLE XV

                      AMENDMENT AND TERMINATION OF THE PLAN


         15.1 Amendment of the Plan. The Plan may be amended or modified by the
Board of Directors pursuant to its written resolutions at any time and from time
to time; provided, however, that no such amendment or modification shall make it
possible for any part of the corpus or income of the Trust Fund to be used for
or diverted to purposes other than for the exclusive benefit of Participants or
their Beneficiaries under the Plan, including such part as is required to pay
taxes and administration expenses of the Plan. The Plan may also be amended or
modified by the Committee (a) if such amendment or modification does not involve
a substantial increase in cost to any Employing Company, or (b) as may be
necessary, proper, or desirable in order to comply with laws or regulations
enacted or promulgated by any federal or state governmental authority and to
maintain the qualification of the Plan under Sections 401(a) and 501(a) of the
Code and the applicable provisions of ERISA.

         No amendment to the Plan shall have the effect of decreasing a
Participant's vested interest in his Account, determined without regard to such
amendment, as of the later of the date such amendment is adopted or the date it
becomes effective. In addition, if the vesting schedule of the Plan is amended,
any Participant who has completed at least three (3) Years of Service and whose
vested interest is at any time adversely affected by such amendment may elect to
have his vested interest determined without regard to such amendment during the
election period defined under Section 411(a)(10) of the Code. Finally, no
amendment shall eliminate an optional form of benefit in violation of Code
Section 411(d)(6).

         15.2 Termination of the Plan. It is the intention of the Employing
Companies to continue the Plan indefinitely. However, the Board of Directors
pursuant to its written resolutions may at any time and for any reason suspend
or terminate the Plan or suspend or discontinue the making of contributions of
all Participants and of contributions by all Employing Companies. Any Employing
Company may, by action of its board of directors and approval of the Board of
Directors, suspend or terminate the making of contributions of Participants in
the employ of such Employing Company and of contributions by such Employing
Company.

         In the event of termination of the Plan or partial termination or upon
complete discontinuance of contributions under the Plan by all Employing
Companies or by any one Employing Company, the amount to the credit of the
Account of each Participant whose Employing Company shall be affected by such
termination or discontinuance


                                                      -58-
                                                        

<PAGE>



shall be determined as of the next Valuation Date and shall be distributed to
him or his Beneficiary thereafter at such time or times and in such
nondiscriminatory manner as is determined by the Committee in compliance with
the restrictions on distributions set forth in Code Section 401(k).

         15.3 Merger or Consolidation of the Plan. The Plan shall not be merged
or consolidated with nor shall any assets or liabilities thereof be transferred
to any other plan unless each Participant of the Plan would (if the Plan then
terminated) receive a benefit immediately after the merger, consolidation, or
transfer which is equal to or greater than the benefit he would have been
entitled to receive immediately prior to the merger, consolidation, or transfer
(if the Plan had then terminated).




                                                      -59-
                                                        

<PAGE>



                                   ARTICLE XVI

                             TOP-HEAVY REQUIREMENTS


         16.1       Top-Heavy Plan Requirements.  For any Plan Year the Plan
shall be determined to be a top-heavy plan, the Plan shall provide
the minimum allocation requirement of Section 16.3.

         16.2       Determination of Top-Heavy Status.

                    (a) For any Plan Year commencing after December 31, 1983,
         the Plan shall be determined to be a top-heavy plan, if, as of the
         Determination Date, the sum of the Aggregate Accounts of Key Employees
         under this Plan exceeds 60% of the Aggregate Accounts of all Employees
         entitled to participate in this Plan.

                    (b) For any Plan Year commencing after December 31, 1983,
         the Plan shall be determined to be a super-top-heavy plan, if, as of
         the Determination Date, the sum of the Aggregate Accounts of Key
         Employees under this Plan exceeds 90% of the Aggregate Accounts of all
         Employees entitled to participate in this Plan.

                    (c) In the case of a Required Aggregation Group, each plan
         in the group will be considered a top-heavy plan if the Required
         Aggregation Group is a Top-Heavy Group. No plan in the Required
         Aggregation Group will be considered a top-heavy plan if the
         Aggregation Group is not a Top-Heavy Group.

                    In the case of a Permissive Aggregation Group, only a plan
         that is part of the Required Aggregation Group will be considered a
         top-heavy plan if the Permissive Aggregation Group is a Top-Heavy
         Group. A plan that is not part of the Required Aggregation Group but
         that has nonetheless been aggregated as part of the Permissive
         Aggregation Group will not be considered a top-heavy plan even if the
         Permissive Aggregation Group is a Top-Heavy Group.

                    (d) For purposes of this Article XVI, if any Employee is a
         non-Key Employee for any Plan Year, but such Employee was a Key
         Employee for any prior Plan Year, such Employee's Present Value of
         Accrued Retirement Income and/or Aggregate Account balance shall not be
         taken into account for purposes of determining whether this Plan is a
         top-heavy or super-top- heavy plan (or whether any Aggregation Group
         which includes this Plan is a Top-Heavy Group). In addition, for Plan
         Years beginning after December 31, 1984, if an Employee or former
         Employee has not performed any services for any Employing Company
         maintaining the Plan at any time during the five-year


                                                      -60-
                                                        

<PAGE>



         period ending on the Determination Date, the Aggregate Account and/or
         Present Value of Accrued Retirement Income shall be excluded in
         determining whether this Plan is a top-heavy or super-top-heavy plan.

                    (e) Only those plans of the Affiliated Employers in which
         the Determination Dates fall within the same calendar year shall be
         aggregated in order to determine whether such plans are top-heavy
         plans.

         16.3       Minimum Allocation for Top-Heavy Plan Years.

                    (a) Notwithstanding anything herein to the contrary, for any
         top-heavy Plan Year, the Employing Company contribution allocated to
         the Account of each non-Key Employee shall be an amount not less than
         the lesser of: (1) 3% of such Participant's compensation for that Plan
         Year, or (2) a percentage of that Participant's compensation not to
         exceed the percentage at which contributions are made under the Plan
         for the Key Employee for whom such percentage is highest for that Plan
         Year.

                    (b) For purposes of the minimum allocation of Section
         16.3(a), the percentage allocated to the Account of any Key Employee
         shall be equal to the ratio of the Employing Company contributions
         allocated on behalf of such Key Employee divided by the compensation of
         such Key Employee for that Plan Year.

                    (c) For any top-heavy Plan Year, the minimum allocations of
         Section 16.3(a) shall be allocated to the Accounts of all non-Key
         Employees who are Participants and who are employed by the Affiliated
         Employers on the last day of the Plan Year.

                    (d) Notwithstanding the foregoing, in any Plan Year in which
         a non-Key Employee is a Participant in both this Plan and a defined
         benefit plan, and both such plans are top-heavy plans, the Affiliated
         Employers shall not be required to provide a non-Key Employee with both
         the full separate minimum defined benefit and the full separate defined
         contribution plan allocations. Therefore, if a non-Key Employee is
         participating in a defined benefit plan maintained by the Affiliated
         Employers and the minimum benefit under Code Section 416(c)(1) is
         provided the non-Key Employee under such defined benefit plan, the
         minimum allocation provided for above shall not be applicable, and no
         minimum allocation shall be made on behalf of the non-Key Employee.
         Alternatively, the Employing Company may satisfy the minimum allocation
         requirement of Code Section 416(c)(2) for the non-Key Employee by
         providing any combination of benefits and/or contributions


                                                      -61-
                                                        

<PAGE>



         that satisfy the safe harbor rules of Treasury Regulation
         Section 1.416-1(M-12).

         16.4       Adjustments to Maximum Benefit Limits for Top-Heavy
Plans.

                    (a) In the case of an Employee who is a participant in a
         defined benefit plan and a defined contribution plan maintained by the
         Affiliated Employers, and such plans as a group are determined to be
         top heavy for any limitation year beginning after December 31, 1983,
         "1.0", shall be substituted for "1.25" in each place it appears in the
         denominators of the Defined Benefit Plan Fraction and Defined
         Contribution Plan Fraction, unless the extra minimum benefit is
         provided pursuant to Section 16.4(b) below. Super-top-heavy plans and
         plans in a Super-Top-Heavy Group shall be required at all times to
         substitute "1.0" for "1.25" in the denominator of each plan fraction.

                    (b) If a Key Employee is a participant in both a defined
         benefit plan and a defined contribution plan that are both part of a
         Top-Heavy Group (but neither of such plans is a super-top-heavy plan),
         the Defined Benefit Plan Fraction and the Defined Contribution Plan
         Fraction shall remain unchanged, provided the Account of each non-Key
         Employee who is a Participant receives an extra allocation (in addition
         to the minimum allocation in Section 16.3(a)) equal to not less than 1%
         of such non-Key Employee's compensation.

                    (c) For purposes of this Section 16.4, if the sum of the
         Defined Benefit Plan Fraction and the Defined Contribution Plan
         Fraction shall exceed 1.0 in any Plan Year for any Participant in this
         Plan, the Affiliated Employers shall eliminate any amounts in excess of
         the limits set forth in Section 6.1(b), pursuant to Section 6.3 of the
         Plan.



                                                      -62-
                                                        

<PAGE>



                                  ARTICLE XVII

                               GENERAL PROVISIONS


         17.1 Plan Not an Employment Contract. The Plan shall not be deemed to
constitute a contract between an Affiliated Employer and any Employee, nor shall
anything herein contained be deemed to give any Employee any right to be
retained in the employ of an Employing Company or to interfere with the right of
an Employing Company to discharge any Employee at any time and to treat him
without regard to the effect which such treatment might have upon him as a
Participant.

         17.2 No Right of Assignment or Alienation. Except as may be otherwise
permitted or required by law, no right or interest in the Plan of any
Participant or Beneficiary and no distribution or payment under the Plan to any
Participant or Beneficiary shall be subject in any manner to anticipation,
alienation, sale, transfer (except by death), assignment (either at law or in
equity), pledge, encumbrance, charge, attachment, garnishment, levy, execution,
or other legal or equitable process, whether voluntary or involuntary, and any
attempt to so anticipate, alienate, sell, transfer, assign, pledge, encumber,
charge, attach, garnish, levy, or execute or enforce any other legal or
equitable process against the same shall be void, nor shall any such right,
interest, distribution, or payment be in any way liable for or subject to the
debts, contracts, liabilities, engagements, or torts of any person entitled to
such right, interest, distribution, or payment. If any Participant or
Beneficiary is adjudicated bankrupt or purports to anticipate, alienate, sell,
transfer, assign, pledge, encumber, or charge any such right, interest,
distribution, or payment, voluntarily or involuntarily, or if any action shall
be taken which is in violation of the provisions of the immediately preceding
sentence, the Committee may hold or apply or cause to be held or applied such
right, interest, distribution, or payment or any part thereof to or for the
benefit of such Participant or Beneficiary in such manner as is in accordance
with applicable law.

         Notwithstanding the above, the Committee and the Trustee shall comply
with any domestic relations order (as defined in Section 414(p)(1)(B) of the
Code) which is a qualified domestic relations order satisfying the requirements
of Section 414(p) of the Code. The Committee shall establish procedures for (a)
notifying Participants and alternate payees who have or may have an interest in
benefits which are the subject of domestic relations orders, (b) determining
whether such domestic relations orders are qualified domestic relations orders
under Section 414(p) of the Code, and (c) distributing benefits which are
subject to qualified domestic relations orders.



                                                      -63-
                                                        

<PAGE>



         17.3 Payment to Minors and Others. If the Committee determines that any
person entitled to a distribution or payment from the Trust Fund is an infant or
incompetent or is unable to care for his affairs by reason of physical or mental
disability, it may cause all distributions or payments thereafter becoming due
to such person to be made to any other person for his benefit, without
responsibility to follow the application of payments so made. Payments made
pursuant to this provision shall completely discharge the Company, the Trustee,
and the Committee with respect to the amounts so paid. No person shall have any
rights under the Plan with respect to the Trust Fund, or against the Trustee or
any Employing Company, except as specifically provided herein.

         17.4 Source of Benefits. The Trust Fund established under the Plan
shall be the sole source of the payments or distributions to be made in
accordance with the Plan. No person shall have any rights under the Plan with
respect to the Trust Fund, or against the Trustee or any Employing Company,
except as specifically provided herein.

         17.5 Unclaimed Benefits. If the Committee is unable, within five (5)
years after any distribution becomes payable to a Participant or Beneficiary, to
make or direct payment to the person entitled thereto because the identity or
whereabouts of such person cannot be ascertained, notwithstanding the mailing of
due notice to such person at his last known address as indicated by the records
of either the Committee or his Employing Company, then such benefit or
distribution will be disposed of as follows:

                    (a)      If the whereabouts of the Participant is unknown to
         the Committee, distribution will be made to the Participant's
         Beneficiary or Beneficiaries.

                    Payment to such one or more persons shall completely
         discharge the Company, the Trustee, and the Committee with respect to
         the amounts so paid.

                    (b) If none of the persons described in (a) above, can be
         located, then the benefit payable under the Plan shall be forfeited and
         shall be applied to reduce future Employer Matching Contributions.
         Notwithstanding the foregoing sentence, such benefit shall be
         reinstated if a claim is made by the Participant or Beneficiary for the
         forfeited benefit.

         17.6 Governing Law. The provisions of the Plan and the Trust shall be
construed, administered, and enforced in accordance with the laws of the State
of Georgia, except to the extent such laws are preempted by the laws of the
United States.


                                                      -64-
                                                        

<PAGE>



                                  ARTICLE XVIII

                    SPECIAL REQUIREMENTS FOR ACCOUNT BALANCES
                        ATTRIBUTABLE TO ACCRUED BENEFITS
                         TRANSFERRED FROM THE SEPCO PLAN


         18.1 SEPCO Transferred Accounts. Notwithstanding any other provisions
of this Plan to the contrary, a Participant's SEPCO Transferred Account shall be
subject to the requirements of this Article XVIII.

         18.2 In-Service Withdrawals from SEPCO Transferred Accounts. Except as
provided in this Section 18.2, a Participant shall be entitled to a distribution
of his SEPCO Transferred Account at the same time he is entitled to a
distribution of his Account under the applicable provisions of Article XII.

                    (a) Age 59 1/2. A Participant who has attained age 59 1/2
         shall have the right to withdraw all or a portion of his SEPCO
         Transferred Account in accordance with Section 11.6(e) provided that he
         shall have first withdrawn all other amounts available to him in
         accordance with the terms and order of priority set forth in Section
         11.1.

                    (b) Hardship. A Participant who meets the requirements for
         hardship set forth in Section 11.6 hereof shall be entitled to withdraw
         amounts determined necessary to relieve such hardship from his SEPCO
         Transferred Account, provided that he shall have first withdrawn all
         other amounts available to him in accordance with the terms and order
         of priority set forth in Section 11.1.

         18.3 Loans from SEPCO Transferred Accounts. Subject to the provisions
of Section 11.7, a Participant may request that a loan be made to him from his
SEPCO Transferred Account, provided, however, that the Participant has first
borrowed all other amounts available to him under the terms of the Plan in the
order of priority set forth in Section 11.7(c).

         A Participant must obtain the consent of his or her spouse, if any, to
use any portion of his SEPCO Transferred Account as security for a loan. Within
the ninety-day period ending on the date on which a loan is made to a
Participant who is married, the Participant shall obtain and deliver to the
Committee the written consent of the Participant's spouse (1) to the loan, and
(2) to the reduction of the Participant's Account if the Participant's Account
is reduced because of nonpayment or other default with respect to the loan. No
further spousal consent shall be required in the event the Participant's Account
is subsequently reduced with


                                                      -65-
                                                        

<PAGE>



respect to such loan, even if the Participant is then married to a different
spouse. A new spousal consent shall be required for any subsequent loan to a
Participant, if the Participant is then married.

         18.4 Distribution of SEPCO Transferred Accounts. Notwithstanding any
provisions of this Plan to the contrary, a Participant with a SEPCO Transferred
Account shall be paid the vested benefits of the SEPCO Transferred Account upon
retirement, death, total and permanent disability, or termination of employment
as provided herein.

                    (a) All benefits from a Participant's SEPCO Transferred
         Account shall be distributed in accordance with the distribution
         options available under Article XII, with applicable spousal consent as
         provided under the SEPCO Plan, unless a Participant elects payment of
         benefits in the form of a life annuity pursuant to a written election
         filed with the Committee prior to commencement of distribution of
         benefits. The provisions of this Section 18.4 shall take precedence
         over any conflicting provisions of the Plan and shall apply to any
         Participant who has a SEPCO Transferred Account and who elects to
         receive payment of his benefits from his SEPCO Transferred Account in
         the form of a life annuity. A married Participant electing to receive
         benefits in the form of a life annuity shall receive the value of his
         benefit in the form of a qualified joint and survivor annuity, which
         shall provide an annuity for the life of the Participant with a
         survivor annuity for the life of the Participant's spouse which is
         either 50% or 100%, as elected by the Participant, of the amount of the
         annuity which is payable during the joint lives of the Participant and
         the Participant's spouse, and which is the actuarial equivalent of a
         single life annuity for the life of the Participant. An unmarried
         Participant who elects a life annuity shall receive the value of his
         benefits from his SEPCO Transferred Account in the form of an annuity
         for his lifetime.

                    (b) If the Participant's interest is to be distributed in
         other than a single sum, the amount required to be distributed for each
         calendar year, beginning with distributions for the first Distribution
         Calendar Year, must at least equal the quotient obtained by dividing
         the Participant's Benefit by the Applicable Life Expectancy.

                    (c)      The minimum distribution required for the
         Participant's first Distribution Calendar Year must be
         made on or before the Participant's Required Beginning


                                                      -66-
                                                    

<PAGE>



         Date. The minimum distribution for other calendar years, including the
         minimum distribution for the Distribution Calendar Year in which the
         Participant's Required Beginning Date occurs, must be made on or before
         December 31 of that Distribution Calendar Year.

                    (d) If the Participant's benefit is distributed in the form
         of an annuity purchased from an insurance company, distributions
         thereunder shall be made in accordance with the requirements of Section
         401(a)(9) of the Code and the proposed regulations thereunder.

                    (e)      Definitions.

                             (1) "Applicable Life Expectancy" means the life
                    expectancy calculated using the attained age of the
                    Participant as of the Participant's birthday in the
                    applicable calendar year reduced by one for each calendar
                    year which has elapsed since the date life expectancy was
                    first calculated. If life expectancy is being recalculated,
                    the applicable life expectancy shall be the life expectancy
                    as so recalculated. The applicable calendar year shall be
                    the first Distribution Calendar Year, and if life expectancy
                    is being recalculated such succeeding calendar year.

                             (2) "Distribution Calendar Year" means a calendar
                    year for which a minimum distribution is required. For
                    distributions beginning before the Participant's death, the
                    first Distribution Calendar Year is the calendar year
                    immediately preceding the calendar year which contains the
                    Participant's Required Beginning Date.

                             (3) "Participant's Benefit" means the account
                    balance as of the last valuation date in the calendar year
                    immediately preceding the Distribution Calendar Year
                    (valuation calendar year) increased by the amount of any
                    contributions or forfeitures allocated to the account
                    balance as of dates in the valuation calendar year after the
                    valuation date and decreased by distributions made in the
                    valuation calendar year after the valuation date. If any
                    portion of the minimum distribution for the first
                    Distribution Calendar Year is made in the second
                    Distribution Calendar Year on or before the Required
                    Beginning Date, the amount of the minimum distribution made
                    in the second Distribution Calendar Year shall be treated as
                    if it had been made in the immediately preceding
                    Distribution Calendar Year.

                            (4)     "Required Beginning Date" means April 1st of
                   the calendar year following the calendar year in which


                                                      -67-
                                                    

<PAGE>



                    the Participant attains age 70-1/2, in accordance with
                    regulations prescribed by the Secretary of the Treasury.

                    (f) Notwithstanding anything contained herein to the
         contrary, the requirements of this Section shall apply to any
         distribution of a Participant's interest and will take precedence over
         any inconsistent provisions of this Plan. All distributions required
         under this Section shall be determined and made in accordance with the
         proposed regulations under Section 401(a)(9), including the minimum
         distribution incidental benefit requirement of Section 1.401(a)(9)-2 of
         the proposed regulations.

         18.5 Code Section 411(d)(6) Protected Benefits. Notwithstanding any of
the foregoing, the provisions of this Article XVIII to effectuate the merger of
the SEPCO Plan into this Plan shall not decrease a Participant's accrued
benefit, except to the extent permitted under Section 412(c)(8) of the Code, and
shall not reduce or eliminate Code Section 411(d)(6) protected benefits
determined immediately prior to the date of such merger. The Committee shall
disregard any part of this Article XVIII or the Plan to the extent that
application of such would fail to satisfy this paragraph. If the Committee
disregards any portion of this Article XVIII or the Plan because it would
eliminate a protected benefit, the Committee shall maintain a schedule of any
such impacted early retirement option or other optional forms of benefit and the
Plan shall continue such for the affected Participants.

         IN WITNESS WHEREOF, the Company has caused this amendment and
restatement of The Southern Company Employee Savings Plan effective as of July
3, 1995, to be executed this day of ,
1995.

                                               SOUTHERN COMPANY SERVICES, INC.



                                                     By:

                                      Its:

(CORPORATE SEAL)

Attest:


    By:

    Its:

[hutchilm]M:\WPDOCS\SCS\ESP\1995esp.626


                                                      -68-
                                                    

<PAGE>


                        APPENDIX A - EMPLOYING COMPANIES


         The Employing Companies as of July 3, 1995 are:

                  Alabama Power Company
                  Georgia Power Company
                  Gulf Power Company
                  Mississippi Power Company
                  Savannah Electric and Power Company
                  Southern Communications Services, Inc.
                  Southern Company Services, Inc.
                  Southern Development and Investment Group, Inc.
                  Southern Electric International, Inc.
                  Southern Nuclear Operating Company, Inc.




                                                      -69-
                                                   
<PAGE>

                     FIRST AMENDMENT TO THE SOUTHERN COMPANY
                              EMPLOYEE SAVINGS PLAN


         WHEREAS, the Board of Directors of Southern Company Services, Inc. (the
"Company") heretofore adopted the amendment and restatement of The Southern
Company Employee Savings Plan (the "Plan"), effective as of July 3, 1995; and

         WHEREAS, the Board of Directors of the Company desires to amend the
Plan in order to change the composition of the membership of the Committee
appointed to serve as plan administrator; and

         WHEREAS, the Board of Directors of the Company is authorized pursuant
to Section 15.1 of the Plan to amend the Plan at any time.

         NOW, THEREFORE, effective as of August 1, 1995, the Board of Directors
of the Company hereby amends the Plan as follows:

                                                        I.

         Amend Section 13.1 of the Plan by deleting said Section in its entirety
and substituting the following in lieu thereof:

                  13.1 Membership of Committee. The Plan shall be administered
         by the Committee, which shall consist of the individuals then serving
         in the positions of Director, System Compensation and Benefits of The
         Southern Company; Vice-President, Human Resources of The Southern
         Company; and Comptroller of The Southern Company or any other position
         or positions that succeed to the dutires of the foregoing positions.
         The Committee shall be chaired by the Vice-President, Human Resources
         of The Southern Company and may select a Secretary (who may, but need
         not, be a member of the Committee) to keep its records or to assist it
         in the discharge of its duties.

                                                        II.

         Except as amended herein by this First Amendment, the Plan shall remain
in full force and effect as amended and restated by the Company prior to the
adoption of this First Amendment.



<PAGE>


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

                      SOUTHERN COMPANY SERVICES,
                                    INC.


                      By:


                      Title:



(CORPORATE SEAL)


ATTEST:


By:


Title:

<PAGE>
                             SECOND AMENDMENT TO THE
                     SOUTHERN COMPANY EMPLOYEE SAVINGS PLAN


         WHEREAS, the Employee Savings Plan Committee ("Committee") heretofore
adopted the amendment and restatement of The Southern Company Employee Savings
Plan ("Plan"), effective as of July 3, 1995, which was amended by the Board of
Directors of Southern Company Services, Inc. ("Company") effective as of August
1, 1995; and

         WHEREAS, the Committee desires to amend the Plan to allow certain
retired Participants to diversify the investment of Employer Matching
Contributions under the Plan, to modify the definition of Highly Compensated
Employee in light of recent guidance from the Internal Revenue Service, and to
amend the Plan in accordance with the comments of the Internal Revenue Service
related to the favorable determination letter application of the Plan as amended
and restated effective as of January 1, 1989; and

         WHEREAS, the Committee is authorized pursuant to Section 15.1 of the
Plan to amend the Plan at any time, provided that the amendment does not involve
a substantial increase in cost to any Employing Company or is necessary or
desirable to comply with the laws and regulations applicable to the Plan;

         NOW, THEREFORE, the Committee hereby amends the Plan as follows to be
effective as provided below:

                                                        I.

         Section 2.19 of the Plan shall be amended effective as of July 3, 1995
by adding the following language to the end of such section:

             The Contribution Percentage of an Eligible Participant who does not
         make Voluntary Participant Contributions or have Employer Matching
         Contributions made on his behalf shall be zero.

                                                        II.

         Section 2.36 of the Plan shall be amended effective as of July 3, 1995
by adding the following language to the end of such section:

                  The amount of Excess Aggregate Contributions for a Highly
         Compensated Employee for a Plan Year is to be determined by the
         leveling


<PAGE>



         method described in Treasury Regulation Section 1.401(m)-1(e)(2), under
         which the Contribution Percentage of the Highly Compensated Employee
         with the highest Contribution Percentage shall be reduced to the extent
         required to:

               (a)      enable the Plan to satisfy the Actual Contribution
      Percentage Test; or

               (b) cause such Highly Compensated Employee's
      Contribution Percentage to equal the ratio of the Highly
      Compensated Employee with the next highest Contribution
      Percentage.

                  This process must be repeated until the Plan satisfies the
         Actual Contribution Percentage Test. The amount of Excess Aggregate
         Contributions for a Plan Year for a Highly Compensated Employee is
         equal to the total Employer Matching Contributions and Voluntary
         Participant Contributions taken into account in determining the Highly
         Compensated Employee's Contribution Percentage for purposes of the
         Actual Contribution Percentage Test minus the amount determined by
         multiplying the Highly Compensated Employee's Contribution Percentage,
         as determined above, by his compensation. In no event may the Excess
         Aggregate Contributions for any Highly Compensated Employee exceed the
         amount of Employer Matching Contributions or Voluntary Participant
         Contributions made on behalf of the Highly Compensated Employee for the
         Plan Year.

                                                       III.

         Section 2.40 of the Plan shall be amended effective as of July 3, 1995
by deleting said Section in its entirety and substituting therefor the following
language:

                  2.40 "Highly Compensated Employee" shall mean any Employee or
         former employee (excluding any Employees who may be excluded pursuant
         to Code Section 414(q)(8)) who is treated as a highly compensated
         employee under Code Section 414(q) as determined under the applicable
         rulings and regulations thereunder.



                                                     - 2 -

<PAGE>



                                                        IV.

         Section 5.2 of the Plan shall be amended effective as of April 1, 1996
by adding at the end thereof the following language:

         Notwithstanding the foregoing, any Participant whose employment with
         the Affiliated Employers is terminated as a result of his retirement
         pursuant to the defined benefit pension plan of an Affiliated Employer
         may elect on and after April 1, 1996 to invest the amount credited to
         his Employer Matching Contribution subaccount in any of the Investment
         Funds under the Plan as provided in Article VIII.

                                                        V.

         Section 8.4 of the Plan shall be amended effective as of April 1, 1996
by adding at the end thereof the following language:

         Notwithstanding the foregoing, any Participant whose employment with
         the Affiliated Employers is terminated as a result of his retirement
         pursuant to the defined benefit pension plan of an Affiliated Employer
         may direct on and after April 1, 1996 in accordance with the provisions
         of this Section 8.4 and such procedures established by the Committee
         that all or any portion of his Account (expressed in number of shares,
         whole dollar amounts, or one-percent (1%) increments) attributable to
         Employer Matching Contributions be transferred and invested by the
         Trustee as of such date in any Investment Fund or Funds designated by
         the Participant.

                                                        VI.

         Except as amended herein by this Second Amendment, the Plan shall
remain in full force and effect as amended and restated by the Company prior to
the adoption of this Second Amendment.



                                                     - 3 -

<PAGE>


         IN WITNESS WHEREOF, Southern Company Services, Inc. through its duly
authorized officers has adopted this Second Amendment to The Southern Company
Employee Savings Plan this ____ day of _________________________, 1996 to be
effective as stated herein.

                                     SOUTHERN COMPANY
                                              SERVICES, INC.



                                     By:
                                          

                                     Its:
                                          


ATTEST:


By:
      

Its:
      


         [CORPORATE SEAL]



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