Exhibit 10(a)2

                                SERVICE AGREEMENT

         THIS AGREEMENT, made and entered into as of January 10, 2001, between
SOUTHERN COMPANY SERVICES, INC., a corporation organized under the laws of the
State of Alabama (hereinafter sometimes referred to as the "Service Company")
and SOUTHERN POWER COMPANY, a corporation organized under the laws of the State
of Delaware (hereinafter sometimes referred to as "Client Company");

                                   WITNESSETH:

          THAT, WHEREAS, Service Company is willing to provide Client Company
certain services upon request by Client Company; and

          WHEREAS, Client Company wishes to obtain such services from Service
Company;

          NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein, the parties hereto agree as follows:

         1.       Agreement to Furnish Services

         Service Company agrees to furnish to Client Company, upon the terms and
conditions hereinafter set forth, such of the services described in Article 2
hereof, at such times, for such periods and in such manner as Client Company may
from time to time require.

         2.       Description of Services

         Service Company will, as and to the extent required for Client Company,
keep itself and its personnel available and competent to render to Client
Company, the following services:

                  A.       Power Pool Operations

                  The maintenance of a central dispatching office to coordinate
         the bulk power supply, if any, of Client Company and other client
         companies working with their Operating Committee, with the objective of
         reducing power costs and improving service reliability; and in
         connection with the foregoing to act as Client Company's agent pursuant
         to the intercompany interchange contract; to prepare the intercompany
         billing under such contract; to assist in negotiating and administering
         power purchase contracts on behalf of Client Company and other client
         companies; to make studies of power costs for use in hearings before
         regulatory Commissions; to make studies of present and future load
         characteristics and of future requirements for additional generating
         and transmission facilities; and, where appropriate, to prepare reports
         related to these activities.

                  B.       General Executive and Advisory Services

                  To advise and assist the officers and employees of Client
         Company in connection with various phases of its business and
         operations, including particularly but not exclusively, those phases
         which involve coordination of planning or operation between Client
         Company and other client companies or otherwise have a direct effect
         not only on Client Company but also on the Southern system or other
         members thereof.

                  C.       General Engineering

                  The maintenance of an organization staffed and equipped to
         perform for Client Company general engineering work, including system
         production and transmission studies, preparation and analysis of
         electrical apparatus specifications, distribution studies and
         standards, civil engineering and hydraulic studies and problems, fuel
         supply studies, advice and assistance in connection with analyses of
         operations and operating and construction budgets. The members of this
         group will keep informed as to improvements and developments in the art
         of generation, transmission and distribution of electricity through
         frequent contacts with the manufacturers of electrical equipment,
         through membership in the various national and regional engineering
         societies and through participation in the committee work of such
         societies and trade associations of the utility industry. Service
         Company will make available to Client Company the information thus
         gained with respect to such developments.

                  D.       Design Engineering

                  To perform detailed design work for Client Company for
         fossil-fueled generating plants, hydroelectric generating plants,
         transmission lines and substations and otherwise as required by Client
         Company; to make available to Client Company and other client companies
         as required, the services of a specialist or specialists on various
         phases of plant operation; and also to make available as required,
         inspection and supervision personnel for generating plant, transmission
         line and substation and other construction and operation.

                  E.       Purchasing

                  To render services to Client Company in connection with
         purchasing, including the coordination of group purchasing, and to
         supply expediting services. All requests for bids shall be made by and
         purchases confirmed in the name of Client Company or of Service Company
         as agent therefor, and all contracts of purchase shall be likewise
         made.

                  F.       Accounting

                  To advise and assist Client Company in connection with the
         installation of new accounting systems and similar problems,
         appearances before regulatory commissions, requirements of Federal and
         State regulatory bodies with respect to accounting, studies of
         accounting procedures and practices to improve efficiency, book entries
         resulting from unusual financial transactions, internal audits,
         employment of independent auditors, preparation and analyses of
         financial and operating reports and other statistical matters relating
         to Client Company and other client companies, analyses of securities of
         other utility companies, preparation of annual reports to stockholders,
         regulatory commissions, insurance companies and others, standardization
         of accounting and statistical forms in the interest of economy, and
         other accounting and statistical matters.

                  G.       Finance and Treasury

                  To advise and assist Client Company on (a) financing matters,
         including determination of types and times of sale of long and
         short-term securities, refunding studies, sinking fund problems, and
         (b) all treasury matters, including banking problems and investment of
         surplus funds, and (c) maintenance of books of accounts and other
         related corporate records.

                  H.       Taxes

                  To advise and assist Client Company in connection with tax
         matters, including preparation of Federal and State income and other
         tax returns and of protests, claims and briefs where necessary, tax
         accruals, and other matters in connection with Client Company's taxes.

                  I.       Insurance and Pensions

                  To advise and assist Client Company in connection with
         insurance and pension matters, including contracts with insurers,
         trustees and actuaries and the placing of blanket and group policies
         covering Client Company and other client companies, and other insurance
         problems as required.

                  J.       Corporate

                  To advise and assist Client Company in connection with its
         corporate affairs, including assistance and suggestions in connection
         with the preparation of petitions and applications for the issuance of
         securities, contracts for the sale or underwriting of securities,
         preparation of schedules of steps required in connection with major
         financial and other corporate matters and the consummation thereof, and
         the preparation of various documents required in connection therewith,
         contacts with trustees, transfer agents and registrars; maintenance of
         minutes of directors' and stockholders' meetings and other proceedings
         and of other related corporate records; and also arrangements for
         stockholders' meetings, including notices, proxies and records thereof
         and for other types of meetings relating to its securities.

                  K.       Rates

                  To study comparative rate levels for various classes of
         service, in different areas and for different operating conditions, and
         keep in touch with trends in rate design, and to make such information
         available to Client Company; to advise Client Company on matters
         relating to rates and valuation, the design of new and improved rate
         schedules, and their effect upon Client Company's revenues, the cost of
         competitive services, earning trends, the desirability of rate changes,
         rate audits, service rules and regulations, commodity and tax clauses,
         minimum charges, metering problems, special industrial contracts,
         resale rates and rural extension plans; and to assist Client Company in
         the preparation of petitions and applications required in connection
         with rate changes.

                  L.       Budgeting

                  To advise and assist Client Company in matters involving the
         preparation and development of construction and operating budgets, cash
         and cost forecasts, and budgetary controls.

                  M.       Business Promotion and Public Relations

                  To advise and assist Client Company in area development
         activities, in the development of residential, commercial and
         industrial sales programs, in the preparation and use of advertising,
         and in the determination and carrying out of public information
         programs, including those arising out of regulatory and legislative
         matters.

                  N.       Employee Relations

                  To furnish Client Company with advisory services in connection
         with employee relations matters, including recruitment, employee
         placement, training, compensation, safety, labor relations and health,
         welfare and employee benefits.

                  O.       Systems and Procedures

                  To advise and assist Client Company in the formation of good
         operating practices and methods of procedure, the standardization of
         forms, the purchase, rental and use of mechanical and electronic data
         processing, computing and communications equipment, in conducting
         economic research and planning and in the development of special
         economic studies.

                  P. Wholesale Power Purchase and Sale To render services to
         Client Company in connection with the purchase and sale of electric
         power on the wholesale market, including the purchase and sale of
         transportation and transmission capacity in connection with power
         generation and delivery and the negotiation and administration of
         derivative transactions, including without limitation those entered
         into pursuant to master swap agreements; to make studies and, where
         appropriate, prepare reports on present and future requirements and
         abilities concerning the purchase and sale of electric power for
         resale; and to perform other services in connection with such sales and
         purchase as are required.

                  Q.       Other Services

                     To render advice and assistance in connection with such
         other matters as Client Company may request and Service Company may be
         able to perform with respect to Client Company's business and
         operations

3.       Compensation of Service Company

         As compensation for such services rendered to it by Service Company,
Client Company hereby agrees to pay to Service Company the cost of such
services. Bills will be rendered for the amount of such cost on or before the
10th day of the succeeding month and will be payable on or before the 20th day
of such month. Cost of services to be paid by Client Company shall include
direct charges and Client Company's pro rata share of certain of Service
Company's costs, determined as set forth below:

                                    Direct Charges

                  To the extent that the costs incurred by Service Company in
         connection with services rendered by it to Client Company can be
         identified and related to a particular transaction, direct charges will
         be made by Service Company against Client Company.

                  B.       Prorated Charges

                  Such costs incurred by Service Company each month as cannot be
         charged by Service Company directly to the companies for which it
         performs services will be distributed among such companies in a fair
         and equitable manner as set forth in the Southern Company Services,
         Inc. Cost Allocation Manual which is incorporated herein by reference.
         The Service Company may revise the Cost Allocation Manual from time to
         time, subject to the approval of the Client Company and to any
         necessary regulatory approval, and the revised Cost Allocation Manual
         shall be incorporated herein by reference upon the effective date of
         the revision.

         4.       Companies to be Served

         Service Company agrees that during the term hereof it will render
services as required by companies in the Southern System and that all such
companies will compensate Service Company as provided in Section 3 hereof.

         5.       Appointment of Service Company as Agent

         Client Company hereby appoints Service Company to act as its agent in
the performance of the services furnished pursuant to Sections 2 and 4. Such
authorization shall include, without limitation, the rights and authority to
perform, negotiate, execute and administer agreements pursuant to which Client
Company will (i) purchase and sell electric power for resale, (ii) purchase and
sell fuels and related services in connection with power generation, (iii)
purchase and sell utility equipment and facilities and related services, (iv)
purchase and sell transportation and transmission capacity in connection with
power generation and delivery, (v) engage in derivative transactions, including
(without limitation) those entered into pursuant to master swap agreements (the
"Contracts"), and (vi) purchase and sell other goods and services. Service
Company's agency with respect to the Contracts shall include without limitation
the right to collect payments required under such Contracts, to advance payments
on Client Company's behalf, and to accept and give notices and other
communications on behalf of Client Company. .

         6.       Effective Date - Term - Cancellation

         After execution by the parties hereto this agreement shall become
effective as of January 10, 2001, subject to receipt of any required regulatory
approval, and shall remain in effect until terminated by mutual agreement of
said parties.

         It is also understood and agreed that nothing herein shall be construed
to release the officers and directors of Client Company from the obligation to
perform their respective duties, or to limit the exercise of their powers in
accordance with the provisions of law or otherwise, and this agreement shall be
cancelled to the extent and from the time that performance hereunder may
conflict with any rule, regulation or order of the Securities and Exchange
Commission adopted before or after the execution hereof.

         7. Limitation of Liability. As between Client Company and Service
Company, Client Company will be solely responsible for all liabilities,
obligations, and performance under any Contract executed pursuant to this
Agreement, whether or not Service Company's role as agent for Client Company is
disclosed to the other party to such contract. Service Company will not warrant
or guaranty or otherwise be secondarily liable for performance by Client Company
under any Contract or under any other agreement the Client Company may enter in
relation to such Contract, including (without limitation) subcontracts, purchase
orders and other similar agreements. Client Company shall defend, hold harmless,
and indemnify Service Company against any claim made by any third party in
connection with the subject matter of such Contract.

         IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executed by their duly authorized officers and their respective seals to be
affixed as of the day and year first above written.

                                      SOUTHERN COMPANY SERVICES, INC.


                                       By:

                                       Its   President
Attest:


Secretary

                                       SOUTHERN POWER COMPANY


                                       By:

                                       Its   President

Attest:


Secretary