Exhibit 10(d)22


                            SUPPLEMENTAL BENEFIT PLAN
                                       FOR
                               GULF POWER COMPANY














                                 January 1, 1996


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                            SUPPLEMENTAL BENEFIT PLAN
                                       FOR
                               GULF POWER COMPANY

                                                                    Page
ARTICLE I - PURPOSE AND ADOPTION OF PLAN . . . . . . . . . . . . .    1
         1.1               Adoption . . . . . . . . . . . . . . . .   1
         1.2               Purpose. . . . . . . . . . . . . . . . .   1

ARTICLE II - DEFINITIONS . . . . . . . . . . . . . . . . . . . . .    1

         2.1               Account. . . . . . . . . . . . . . . . .   1
         2.2               Affiliated Employer. . . . . . . . . . .   2
         2.3               Beneficiary. . . . . . . . . . . . . . .   2
         2.4               Board of Directors . . . . . . . . . . .   2
         2.5               Code . . . . . . . . . . . . . . . . . .   2
         2.6               Common Stock . . . . . . . . . . . . . .   2
         2.7               Company. . . . . . . . . . . . . . . . .   2
         2.8               Deferred Compensation Plan . . . . . . .   2
         2.9               Effective Date . . . . . . . . . . . . .   2
         2.10              Employee . . . . . . . . . . . . . . . .   2
         2.11              ESOP . . . . . . . . . . . . . . . . . .   3
         2.12              Non-Pension Benefit. . . . . . . . . . .   3
         2.13              Participant. . . . . . . . . . . . . . .   3
         2.14              Pension Benefit. . . . . . . . . . . . .   3


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         2.15              Pension Plan . . . . . . . . . . . . . .   3
         2.16              Plan . . . . . . . . . . . . . . . . . .   3
         2.17              Plan Year. . . . . . . . . . . . . . . .   3
         2.18              Savings Plan. . . . . . . . . . . . . .    3

ARTICLE III - ADMINISTRATION OF PLAN . . . . . . . . . . . . . . .    4
         3.1               Administrator. . . . . . . . . . . . . .   4
         3.2               Powers . . . . . . . . . . . . . . . . .   4
         3.3               Duties of the Board of
                             Directors. . . . . . . . . . . . . . .   4

         3.4               Indemnification. . . . . . . . . . . . .   6


ARTICLE IV - ELIGIBILITY . . . . . . . . . . . . . . . . . . . . .    6
         4.1               Eligibility Requirements . . . . . . . .   6
         4.2               Determination of Eligibility . . . . . .   7


ARTICLE V - BENEFITS . . . . . . . . . . . . . . . . . . . . . . .    8

         5.1               Pension Benefit. . . . . . . . . . . . .   8
         5.2               Non-Pension Benefit. . . . . . . . . . .   9
         5.3               Distribution of Benefits . . . . . . . .  12
         5.4               Funding of Benefits. . . . . . . . . . .  15
         5.5               Withholding. . . . . . . . . . . . . . .  15




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ARTICLE VI - MISCELLANEOUS . . . . . . . . . . . . . . . . . . . .   16
         6.1               Assignment . . . . . . . . . . . . . . .  16
         6.2               Amendment and Termination. . . . . . . .  16

         6.3               No Guarantee of Employment . . . . . . .  16

         6.4               Construction . . . . . . . . . . . . . .  17






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                            SUPPLEMENTAL BENEFIT PLAN
                                       FOR
                               GULF POWER COMPANY



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

                                              ARTICLE II DEFINITIONS
         2.1 "Account" shall mean the account or accounts established and
maintained by the Company to reflect the interest of a Participant in the Plan
resulting from a Participant's Non-Pension Benefit calculated in accordance with
Section 5.2.


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         2.2 "Affiliated Employer" shall mean any corporation which is a member
of the controlled group of corporations of which The Southern Company is the
common parent corporation.
         2.3 "Beneficiary" shall mean any person, estate, trust, or organization
entitled to receive any payment under the Plan upon the death of a Participant.
         2.4        "Board of Directors" shall mean the Board of Directors
of the Company.
         2.5        "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.
         2.6        "Common Stock" shall mean common stock of The Southern
Company.
         2.7        "Company" shall mean Gulf Power Company.
         2.8        "Deferred Compensation Plan" shall mean The Southern
Company Deferred Compensation Plan, as amended from time to time, following its
adoption by the Board of Directors.
         2.9 "Effective Date" shall mean January 1, 1983. The Effective Date of
this amendment and restatement shall mean January 1, 1996.
         2.10       "Employee" shall mean any person who is currently
employed by the Company.


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


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pronoun and the singular shall include the plural, where the
context so requires.

                                        ARTICLE III ADMINISTRATION OF PLAN
         3.1        Administrator.  The general administration of the Plan
shall be placed in the Board of Directors.
         3.2 Powers. The Board of Directors shall administer the Plan in
accordance with its terms and shall have all powers necessary to carry out the
provisions of the Plan more particularly set forth herein. It shall interpret
the Plan and shall determine all questions arising in the administration,
interpretation and application of the Plan. Any such determination by it shall
be conclusive and binding on all persons. It may adopt such regulations as it
deems desirable for the conduct of its affairs. It may appoint such accountants,
counsel, actuaries, specialists and other persons as it deems necessary or
desirable in connection with the administration of this Plan, and shall be the
agent for the service of process.
         3.3        Duties of the Board of Directors.
                    (a)      The Board of Directors is responsible for the daily
administration of the Plan.  It may appoint other persons or
entities to perform any of its fiduciary functions.  The Board of


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Directors and any such appointee may employ advisors and other persons necessary
or convenient to help it carry out its duties, including its fiduciary duties.
The Board of Directors shall have the right to remove any such appointee from
his position. Any person, group of persons or entity may serve in more than one
fiduciary capacity.
                    (b) The Board of Directors shall maintain accurate and
detailed records and accounts of Participants and of their rights under the Plan
and of all receipts, disbursements, transfers and other transactions concerning
the Plan. Such accounts, books and records relating thereto shall be open at all
reasonable times to inspection and audit by persons designated by the Board of
Directors.
                    (c) The Board of Directors shall take all steps necessary to
ensure that the Plan complies with the law at all times. These steps shall
include such items as the preparation and filing of all documents and forms
required by any governmental agency; maintaining of adequate Participants'
records; recording and transmission of all notices required to be given to
Participants and their Beneficiaries; the receipt and dissemination, if
required, of all reports and information received from an Affiliated Employer;
securing of such fidelity bonds as may


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be required by law; and doing such other acts necessary for the proper
administration of the Plan. The Board of Directors shall keep a record of all of
its proceedings and acts, and shall keep all such books of account, records and
other data as may be necessary for proper administration of the Plan.
         3.4 Indemnification. The Company shall indemnify the Board of Directors
against any and all claims, losses, damages, expenses and liability arising from
an action or failure to act, except when the same is finally judicially
determined to be due to gross negligence or willful misconduct. The Company may
purchase at its own expense sufficient liability insurance for the Board of
Directors to cover any and all claims, losses, damages and expenses arising from
any action or failure to act in connection with the execution of the duties as
Board of Directors. No member of the Board of Directors who is also an Employee
of the Company shall receive any compensation from the Plan for his services in
administering the Plan.

                                              ARTICLE IV ELIGIBILITY
         4.1        Eligibility Requirements.  All Employees (a) who are
determined eligible to participate in accordance with Section 4.2,
(b) whose benefits under the Pension Plan of the Company are


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limited by the limitations set forth in Sections 401(a)(17) or 415 of the Code,
(c) for whom contributions by the Company to the Savings Plan are limited by the
limitations set forth in Sections 401(a)(17), 401(k), 401(m), 402(g) or 415 of
the Code, (d) for whom contributions by the Company to the ESOP are limited by
the limitations set forth in Sections 401(a)(17) or 415 of the Code or (e) who
after December 31, 1995, make deferrals under the Deferred Compensation Plan,
shall be eligible to receive benefits under the Plan.
         4.2 Determination of Eligibility. The Board of Directors shall
determine which Employees are eligible to participate. Upon becoming a
Participant, an Employee shall be deemed to have assented to the Plan and to any
amendments hereafter adopted. The Board of Directors shall be authorized to
rescind the eligibility of any Participant if necessary to insure that the Plan
is maintained primarily for the purpose of providing deferred compensation to a
select group of management or highly compensated employees under the Employee
Retirement Income Security Act of 1974, as amended.




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


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


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


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


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


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


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


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(2) in accordance with the distribution method elected by such Participant or
former Participant. No portion of a Participant's Account shall be distributed
in Common Stock.
                    (f) The Board of Directors in its sole discretion upon
application made by the Participant, a designated Beneficiary, or their legal
representative, may determine to accelerate payments or, in the event of death
or total disability (as determined by Social Security Administration), to extend
or otherwise make payments in a manner different from the manner in which such
payment would be made under the method of distribution elected by the
Participant in the absence of such determination.
         5.4 Funding of Benefits. The Company maintaining an Account for the
benefit of a Participant shall not reserve or otherwise set aside funds for the
payment of its obligations under the Plan, and such obligations shall be paid
solely from the general assets of the Company. Notwithstanding that a
Participant shall be entitled to receive the balance of his Account under the
Plan, the assets from which such amount shall be paid at all times remain
subject to the claims of the creditors of the Company.
         5.5        Withholding.  There shall be deducted from the payment
of any Pension Benefit or Non-Pension Benefit due under the Plan
the amount of any tax required by any governmental authority to be


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withheld and paid over by the Company to such governmental authority for the
account of the Participant or Beneficiary entitled to such payment.

                                             ARTICLE VI MISCELLANEOUS
         6.1 Assignment. Neither the Participant, his Beneficiary, nor his legal
representative shall have any rights to sell, assign, transfer or otherwise
convey the right to receive the payment of any Pension Benefit or Non-Pension
Benefit due hereunder, which payment and the right thereto are expressly
declared to be nonassignable and nontransferable. Any attempt to assign or
transfer the right to payment under the Plan shall be null and void and of no
effect.
         6.2 Amendment and Termination. The Plan may be amended or terminated at
any time by the Board of Directors, provided that no amendment or termination
shall cause a forfeiture or reduction in any benefits accrued as of the date of
such amendment or termination.
         6.3        No Guarantee of Employment.  Participation hereunder
shall not be construed as creating any contract of employment
between the Company and a Participant, nor shall it limit the right
of the Company to suspend, terminate, alter, or modify, whether or


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not for cause, the employment relationship between the Company and
a Participant.
         6.4 Construction. This Plan shall be construed in accordance with and
governed by the laws of the State of Florida, to the extent such laws are not
otherwise superseded by the laws of the United States.

         IN WITNESS WHEREOF, the Plan has been executed by duly authorized
officers of Gulf Power Company, pursuant to resolutions of the Board of
Directors of Gulf Power Company, this day of
              , 1996.

                                                   GULF POWER COMPANY

    (CORPORATE SEAL)

                                                   By:





Attest:





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