Exhibit 10(a)6

Southern Company Services, Inc.                            Original Sheet No. 1
First Revised Rate Schedule FERC No. 138


                             SOUTHERN COMPANY SYSTEM
                        INTERCOMPANY INTERCHANGE CONTRACT

                              ARTICLE I - RECITALS

Section 1.1: This contract is made and entered into this17th day of February,
2000, by and between Alabama Power Company, a corporation organized and existing
under the laws of the State of Alabama with its principal office in Birmingham,
Alabama; Georgia Power Company, a corporation organized and existing under the
laws of the State of Georgia with its principal office in Atlanta, Georgia; Gulf
Power Company, a corporation organized and existing under the laws of the State
of Maine with its principal office in Pensacola, Florida; Mississippi Power
Company, a corporation organized and existing under the laws of the State of
Mississippi with its principal office in Gulfport, Mississippi; Savannah
Electric and Power Company, a corporation organized and existing under the laws
of the State of Georgia with its principal office in Savannah, Georgia; and New
Power Company, a corporation organized and existing under the laws of the State
of ___________ with its principal office in ___________, ___________, all such
companies being hereinafter collectively referred to as the "OPERATING
COMPANIES"; and Southern Company Services, Inc., a subsidiary service company
under the Public Utility Holding Company Act of 1935 ("AGENT" or "SCSI").


Issued by: Charles D. McCrary, Executive Vice-Pres.   Effective: April 18, 2000
Issued on: June 20, 2000
Filed to comply with order of the Federal Energy Regulatory
Commission, Docket Nos. ER00-1655-000 and ER00-1655-001, issued June 15, 2000,
91 FERCP. 61,259




<PAGE>


Southern Company Services, Inc.                           Original Sheet No. 2
First Revised Rate Schedule FERC No. 138


                                   WITNESSETH:




Section 1.2: WHEREAS, the common stock of the OPERATING COMPANIES is owned by
The Southern Company, a public utility holding company organized and operating
pursuant to the provisions of the Public Utility Holding Company Act of 1935
("the Act"); and

Section 1.3:      WHEREAS, the OPERATING COMPANIES can be operated as an
integrated electric utility system pursuant to the standards of the Act; and

Section 1.4: WHEREAS, the OPERATING COMPANIES have so operated their respective
electric facilities and conducted interconnected electric operations pursuant to
and in accordance with the provisions of interchange contracts, the most recent
of which being The Southern Company System Intercompany Interchange Contract
dated October 31, 1988, as amended ("the 1989 Contract"); and

Section 1.5: WHEREAS, the OPERATING COMPANIES desire to replace the 1989
Contract with an amended and restated contract to incorporate in one document
the numerous amendments subsequently made thereto and also to make further
revisions to reflect appropriate modifications to the current arrangement.

Issued by: Charles D. McCrary, Executive Vice-Pres.   Effective: April 18, 2000
Issued on: June 20, 2000
Filed to comply with order of the Federal Energy Regulatory
Commission, Docket Nos. ER00-1655-000 and ER00-1655-001, issued June 15, 2000,
91 FERCP. 61,259


                                        2


<PAGE>


Southern Company Services, Inc.                            Original Sheet No. 3
First Revised Rate Schedule FERC No. 138

Section 1.6: WHEREAS, all of the OPERATING COMPANIES (including New Power
Company) will share in all of the benefits and burdens of this IIC, including
complying with operating, dispatch and reserve requirements, participating in
opportunity sales transactions, and bearing responsibility for their portion of
purchases.

Section 1.7: NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements hereinafter stated, the OPERATING COMPANIES agree and
contract as follows:

                          ARTICLE II - TERM OF CONTRACT

Section 2.1: This contract will be referred to as the Southern Company System
Intercompany Interchange Contract ("IIC"). Except as provided in Section 2.2,
the IIC shall become effective on April 18, 2000, and shall continue in effect
from year to year thereafter subject to termination as provided hereinafter.
When this IIC has become effective, it shall supersede and replace the 1989
Contract, and references to a section of such superseded interchange contract in
other agreements of the OPERATING COMPANIES shall be taken to mean reference to
the section of substantially like import in this IIC.

Issued by: Charles D. McCrary, Executive Vice-Pres.   Effective: April 18, 2000
Issued on: June 20, 2000
Filed to comply with order of the Federal Energy Regulatory
Commission, Docket Nos. ER00-1655-000 and ER00-1655-001, issued June 15, 2000,
91 FERCP. 61,259


                                        3


<PAGE>


Southern Company Services, Inc.                            Original Sheet No. 4
First Revised Rate Schedule FERC No. 138

Section 2.2: Section 3.5 of the Allocation Methodology and Periodic Rate
Computation Manual to the 1989 Contract contained a provision pertaining to the
treatment of Operation and Maintenance ("O&M") expenses for units that were
projected to operate at less than a ten percent (10%) annual capacity factor
("Ten Percent Rule"). The Ten Percent Rule is eliminated in Section 3.4 of this
Manual, which change directly affects the dispatch of system resources. In the
event the Federal Energy Regulatory Commission ("FERC") does not allow Section
3.4 of this Manual to take effect without refund obligation, those provisions of
Section 3.5 of the Manual of the 1989 Contract setting forth the Ten Percent
Rule shall continue in effect until Section 3.4 of this Manual is approved at
the conclusion of the proceeding.

Section 2.3: This IIC may be terminated at any time by mutual agreement of the
OPERATING COMPANIES or may be terminated at any time by any OPERATING COMPANY by
its giving to each of the other OPERATING COMPANIES and the AGENT written notice
of its election to so terminate its participation in this IIC at least five (5)
years prior to the date of termination. This IIC shall continue in full force
and effect as to each OPERATING COMPANY until terminated as hereinabove
provided.


Issued by: Charles D. McCrary, Executive Vice-Pres.   Effective: April 18, 2000
Issued on: June 20, 2000
Filed to comply with order of the Federal Energy Regulatory
Commission, Docket Nos. ER00-1655-000 and ER00-1655-001, issued June 15, 2000,
91 FERCP. 61,259

406001.4

                                                    4


<PAGE>


Southern Company Services, Inc.                           Original Sheet No. 5
First Revised Rate Schedule FERC No. 138

                     ARTICLE III - PRINCIPAL OBJECTIVES OF
                        INTERCOMPANY INTERCHANGE CONTRACT




Section 3.1: The purpose of this IIC is to provide the contractual basis for the
continued operation of the electric facilities of the OPERATING COMPANIES in
such a manner as to achieve the maximum possible economies consistent with the
highest practicable reliability of service, with the reasonable utilization of
natural resources and effect on the environment, and to provide a basis for
equitably sharing among the OPERATING COMPANIES the costs associated with the
operation of facilities that are used for the mutual benefit of all the
OPERATING COMPANIES.

Section 3.2: It is recognized that reliability of service and economy of
operation require that the energy supply to the system be controlled from a
centralized dispatching office and that this will require adequate communication
facilities and the provision of economic dispatch computer facilities and
automatic controls of generation.

Section 3.3: It is recognized that the IIC provides for the retention of lowest
cost energy resources by each OPERATING COMPANY for its own customers. Energy in
excess of that necessary to meet each OPERATING COMPANY's requirements is
delivered to the Pool as Interchange Energy and may include: (i) energy
generated from fossil fired generating plants and combustion turbines; and (ii)
purchased energy.

Issued by: Charles D. McCrary, Executive Vice-Pres.   Effective: April 18, 2000
Issued on: June 20, 2000
Filed to comply with order of the Federal Energy Regulatory
Commission, Docket Nos. ER00-1655-000 and ER00-1655-001, issued June 15, 2000,
91 FERCP. 61,259



                                        5


<PAGE>


Southern Company Services, Inc.                            Original Sheet No. 6
First Revised Rate Schedule FERC No. 138

Section 3.4: It is recognized that, under this IIC, each OPERATING COMPANY will
share in the benefits and pay its share of the costs of coordinated operations
as agreed upon in accordance with the terms hereof. All costs and revenues
associated with wholesale transactions under this IIC will be shared among all
OPERATING COMPANIES (including New Power Company) on a comparable basis through
the application of the governing procedures and methodologies to all such
OPERATING COMPANIES.

Section 3.5: It is recognized by the OPERATING COMPANIES that coordinated
electric operation contemplates minimum cost of power supply upon the
interconnected system at all times, consistent with service requirements and
other operating limitations. Benefits of integrated operation accruing to the
respective OPERATING COMPANIES are predicated upon cooperative efforts toward
this objective and are so reflected in all IIC determinations.


Issued by: Charles D. McCrary, Executive Vice-Pres.   Effective: April 18, 2000
Issued on: June 20, 2000
Filed to comply with order of the Federal Energy Regulatory
Commission, Docket Nos. ER00-1655-000 and ER00-1655-001, issued June 15, 2000,
91 FERCP. 61,259



                                        6


<PAGE>


Southern Company Services, Inc.                           Original Sheet No. 7
First Revised Rate Schedule FERC No. 138


                ARTICLE IV - ESTABLISHMENT OF OPERATING COMMITTEE
                      AND DESIGNATION OF AGENT TO ACT UNDER

                        DIRECTION OF OPERATING COMMITTEE



Section 4.1 - Establishment of Operating Committee: A designated representative
from each of the OPERATING COMPANIES, together with a designated representative
of the AGENT who shall act as chairman, shall form and constitute an Operating
Committee to meet at frequent intervals and determine the methods of operation
hereunder.

Section 4.2 - Duties of Operating Committee: The Operating Committee's areas of
responsibility include such matters as developing the concepts, terms and
conditions of this IIC; providing guidance and direction to the AGENT regarding
economic power system operations and the costs associated therewith; reviewing
and recommending generation expansion plans for approval by the respective
OPERATING COMPANIES; and other power system matters that relate to the overall
coordinated operation of the Southern electric system. Each OPERATING COMPANY
representative has one vote and all decisions must be unanimous.

Section 4.3 - Designation of AGENT: SCSI, as a party to this IIC, is designated
as AGENT of the OPERATING COMPANIES for administrative and coordination
functions.

Issued by: Charles D. McCrary, Executive Vice-Pres.   Effective: April 18, 2000
Issued on: June 20, 2000
Filed to comply with order of the Federal Energy Regulatory
Commission, Docket Nos. ER00-1655-000 and ER00-1655-001, issued June 15, 2000,
91 FERCP. 61,259



                                        7


<PAGE>


Southern Company Services, Inc.                            Original Sheet No. 8
First Revised Rate Schedule FERC No. 138

Section 4.4 - Duties of AGENT: The AGENT will perform such services and will
represent the OPERATING COMPANIES, or any of them, in all things to be done by
their agent in the execution of and operation under existing contracts with
nonaffiliated utilities or entities (hereinafter referred to as "OTHERS"), or
contracts supplemental thereto, and under any other contracts in which SCSI has
been designated to act as AGENT for the OPERATING COMPANIES.

         The OPERATING COMPANIES have certain contracts with OTHERS that provide
for the purchase and/or sale of capacity and/or energy by the OPERATING
COMPANIES. The AGENT will make the payments associated with purchases under
these contracts and under any other contracts or arrangements under which it
acts as agent for the OPERATING COMPANIES in accordance with their terms. Each
OPERATING COMPANY will reimburse the AGENT for its portion of such total
payments in accordance with the arrangement in effect with respect to the
particular contract. Similarly, the AGENT will collect the payments due for
sales under these contracts and under any other contracts or arrangements under
which it acts as agent and will distribute such payments among the OPERATING
COMPANIES in accordance with the arrangement in effect with respect to the
particular contract.

Issued by: Charles D. McCrary, Executive Vice-Pres.   Effective: April 18, 2000
Issued on: June 20, 2000
Filed to comply with order of the Federal Energy Regulatory
Commission, Docket Nos. ER00-1655-000 and ER00-1655-001, issued June 15, 2000,
91 FERCP. 61,259



                                        8


<PAGE>


Southern Company Services, Inc.                           Original Sheet No. 9
First Revised Rate Schedule FERC No. 138

Section 4.5 - Term of Agency: The provisions of this IIC providing for authority
for the AGENT to act on behalf of the OPERATING COMPANIES, or any of them, shall
be deemed to refer, insofar as applicable, to all contracts under which the
AGENT acts as AGENT for the OPERATING COMPANIES and notwithstanding anything to
the contrary in ARTICLE II hereof, this IIC shall continue in effect insofar as
it pertains to other contracts under which the AGENT acts as agent for the
OPERATING COMPANIES during the life of any of the said contracts. The OPERATING
COMPANIES may, however, designate a new agent to act hereunder by giving thirty
(30) days written notice thereof to the AGENT whereupon such new agent shall be
the AGENT hereunder.

                      ARTICLE V - OPERATION AND MAINTENANCE
                 OF THE OPERATING COMPANIES' ELECTRIC FACILITIES

Section 5.1: The OPERATING COMPANIES agree to maintain their respective electric
facilities in good operating condition and to operate such facilities in
coordination with those of the other OPERATING COMPANIES as an integrated
electric system in accordance with determinations made from time to time by the
Operating Committee in order that an adequate power supply shall be available to
meet

Issued by: Charles D. McCrary, Executive Vice-Pres.    Effective: April 18, 2000
Issued on: June 20, 2000
Filed to comply with order of the Federal Energy Regulatory
Commission, Docket Nos. ER00-1655-000 and ER00-1655-001, issued June 15, 2000,
91 FERCP. 61,259



                                        9


<PAGE>


Southern Company Services, Inc.                           Original Sheet No. 10
First Revised Rate Schedule FERC No. 138

the requirements of the customers of the respective parties hereto at the lowest
cost consistent with a high degree of service reliability.

                  ARTICLE VI - INCORPORATION OF THE ALLOCATION
                METHODOLOGY AND PERIODIC RATE COMPUTATION MANUAL

Section 6.1 - Incorporation of Manual: The mechanics and methods for determining
the charges for capacity and energy purchased and sold between the OPERATING
COMPANIES, the monthly capability requirement determinations, and the monthly
billings and payments between the OPERATING COMPANIES are described in detail in
the Allocation Methodology and Periodic Rate Computation Manual ("Manual")
attached hereto and incorporated herein by reference. The Manual also supplies
more detailed explanation of provisions of this IIC and is necessary to
effectuate its intent.

Section 6.2 - Purpose of Manual: The Manual contains a description of the
methodology and procedure used to calculate the charges for the services
provided for in this IIC. The OPERATING COMPANIES recognize that the cost of
providing such services

Issued by: Charles D. McCrary, Executive Vice-Pres.    Effective: April 18, 2000
Issued on: June 20, 2000
Filed to comply with order of the Federal Energy Regulatory
Commission, Docket Nos. ER00-1655-000 and ER00-1655-001, issued June 15, 2000,
91 FERCP. 61,259



                                       10


<PAGE>


Southern Company Services, Inc.                            Original Sheet No. 11
First Revised Rate Schedule FERC No. 138

will change during the term of this IIC due to changes in loads, investment and
expenses and the addition of electric facilities. Thus, in order for the
OPERATING COMPANIES to share equitably in the cost of the services to be
provided under this IIC, it will be necessary to revise or update, on a periodic
basis, the cost, expense, load and investment figures utilized in the derivation
of the charges for the services to be provided. The Manual will serve as a
formula rate allowing periodic revision of the charges to reflect changes in the
cost of providing the services contemplated by this IIC.

Section 6.3 - Charges to be Shown on Informational Schedules: The Manual
provides that charges derived by application of the formula rate will be shown
on Informational Schedules. The Informational Schedules will be revised on a
periodic basis to reflect application of the formula rate contained in the
Manual.

Section 6.4 - Revision of Charges and Regulatory Filings: Since the charges for
the services provided for in this IIC will be computed in accordance with the
formula rate method and procedures established in the Manual, it is contemplated
that revisions in such charges will not be changes in rates which would require
a filing and suspension under the Federal Power Act and the applicable Rules and
Regulations of the FERC. The initial Informational Schedules will be submitted
to the FERC, or its successor in

Issued by: Charles D. McCrary, Executive Vice-Pres.    Effective: April 18, 2000
Issued on: June 20, 2000
Filed to comply with order of the Federal Energy Regulatory
Commission, Docket Nos. ER00-1655-000 and ER00-1655-001, issued June 15, 2000,
91 FERCP. 61,259


                                       11


<PAGE>


Southern Company Services, Inc.                            Original Sheet No. 12
First Revised Rate Schedule FERC No. 138

interest, for informational purposes to show the application of the formula rate
and the resulting charges. In addition, work papers will be included with the
initial Informational Schedules showing a detailed application of the formula
rate contained in the Manual. Revised Informational Schedules will be submitted
to the FERC for informational purposes only.

Section 6.5 - Timing of Revisions to Charges: It is contemplated that charges,
computed in accordance with the formula rate contained in the Manual, will be
revised annually. It shall be the responsibility of the AGENT to obtain the data
and figures required from the respective OPERATING COMPANIES for utilization in
the formula rates. The AGENT will also be responsible for calculating the
revised charges to be shown on the Informational Schedules, which will be
submitted to the Operating Committee for review and confirmation.

Section 6.6 - Revision of Manual: The Operating Committee will review the Manual
periodically to determine whether revisions to the formula rate are necessary to
meet changed or changing conditions. If the Operating Committee determines that
revisions to the formula rate are appropriate or necessary, it will revise the
Manual accordingly. In such event, it will be the responsibility of the AGENT to
file the revised Manual with

Issued by: Charles D. McCrary, Executive Vice-Pres.    Effective: April 18, 2000
Issued on: June 20, 2000
Filed to comply with order of the Federal Energy Regulatory
Commission, Docket Nos. ER00-1655-000 and ER00-1655-001, issued June 15, 2000,
91 FERCP. 61,259


                                       12


<PAGE>


Southern Company Services, Inc.                            Original Sheet No. 13
First Revised Rate Schedule FERC No. 138

the FERC, or its successor in interest, in order to obtain timely approval or
acceptance thereof.

                 ARTICLE VII - INTERCHANGE CAPACITY TRANSACTIONS
                         BETWEEN THE OPERATING COMPANIES

Section 7.1 - Provision for Sharing of Temporary Surpluses or Deficits of
Capacity Between Operating Companies: The coordinated operation of the
integrated electric system creates a pool of power, referred to herein as "the
Pool," to which OPERATING COMPANIES commit their surplus power and from which
OPERATING COMPANIES receive their deficit power. The OPERATING COMPANIES
recognize that in a given year one or more of them may have a temporary surplus
or deficit of capacity as a result of coordinated planning or other
circumstances. It is the purpose of this IIC to allocate equitably between the
OPERATING COMPANIES such temporary surplus or deficit capacity so that each
OPERATING COMPANY will share in the burdens and benefits of coordination of the
integrated electric system. The OPERATING COMPANIES agree to purchase and sell
such temporary surplus and deficit capacity among themselves on a monthly basis.
The amount of capacity to be purchased or sold by the respective OPERATING
COMPANIES is determined by the formula methodology set out in ARTICLE IV of the
Manual.

Issued by: Charles D. McCrary, Executive Vice-Pres.    Effective: April 18, 2000
Issued on: June 20, 2000
Filed to comply with order of the Federal Energy Regulatory
Commission, Docket Nos. ER00-1655-000 and ER00-1655-001, issued June 15, 2000,
91 FERCP. 61,259



                                       13


<PAGE>


Southern Company Services, Inc.                           Original Sheet No. 14
First Revised Rate Schedule FERC No. 138

Section 7.2 - Charge for Monthly Capacity Transactions Among the OPERATING
COMPANIES: The OPERATING COMPANIES recognize that capacity reserves in the Pool
are predominantly made up of peaking plant or equivalent resources. Accordingly,
the monthly charge for capacity transactions among the OPERATING COMPANIES will
be based on the most recently acquired peaking plant resource that is available
for year-round operation and scheduling. Each OPERATING COMPANY's monthly charge
for capacity sold to the Pool is developed in accordance with the formula rate
set out in ARTICLE V of the Manual. The monthly capacity charge for each
OPERATING COMPANY, as developed in accordance with such formula rate, will be
shown on Informational Schedules. The selling OPERATING COMPANIES will make
capacity available monthly to the Pool for purposes of reserve sharing at the
charge shown on such Informational Schedules, and the buying OPERATING COMPANIES
will purchase capacity at the average cost of peaking capacity to the Pool.

                 ARTICLE VIII - INTERCHANGE ENERGY TRANSACTIONS
                         BETWEEN THE OPERATING COMPANIES

Section 8.1 - Provision for Interchange Energy: Coordinated electric system
operation, utilizing the concept of centralized integrated electric system
economic dispatch, results in energy transfers among the OPERATING COMPANIES.
Such energy transfers are

Issued by: Charles D. McCrary, Executive Vice-Pres.    Effective: April 18, 2000
Issued on: June 20, 2000
Filed to comply with order of the Federal Energy Regulatory
Commission, Docket Nos. ER00-1655-000 and ER00-1655-001, issued June 15, 2000,
91 FERCP. 61,259



                                       14


<PAGE>


Southern Company Services, Inc.                            Original Sheet No. 15
First Revised Rate Schedule FERC No. 138

accounted for on an hourly basis and are referred to as Interchange Energy. The
methodology for determining the amount of Interchange Energy supplied to or
purchased from the Pool is set out in ARTICLE II of the Manual. Interchange
Energy is composed of two categories designated as: (i) Associated Interchange
Energy (energy purchased or delivered to serve an OPERATING COMPANY's
requirements); and (ii) Opportunity Interchange Energy (energy purchased or
delivered to meet an OPERATING COMPANY's opportunity transactions).

Section 8.2 - Charge for Interchange Energy: The charge for Interchange Energy
sales by an OPERATING COMPANY during any hour will be based on the variable
costs of the generating resources that are considered as having supplied the
Interchange Energy. The methodology for determining the charges for Associated
and Opportunity Interchange Energy sales to the Pool during any hour is set out
in ARTICLE III of the Manual.

                        ARTICLE IX - PROVISION FOR OTHER
                            INTERCHANGE TRANSACTIONS

Section 9.1 - Assignable Energy: Assignable Energy is defined as energy acquired
from internal sources or from OTHERS for a purpose other than economic dispatch.
Assignable Energy is assigned to one or more of the OPERATING COMPANIES

Issued by: Charles D. McCrary, Executive Vice-Pres.    Effective: April 18, 2000
Issued on: June 20, 2000
Filed to comply with order of the Federal Energy Regulatory
Commission, Docket Nos. ER00-1655-000 and ER00-1655-001, issued June 15, 2000,
91 FERCP. 61,259



                                       15


<PAGE>


Southern Company Services, Inc.                           Original Sheet No. 16
First Revised Rate Schedule FERC No. 138

consistent with the purpose for which it is acquired. Such assignment will be
accomplished by first identifying the beneficiary (or beneficiaries) of the
Assignable Energy and then determining the appropriate share for each such
Operating Company. For example, these shares might be based on a Peak Period
Load Ratio (PPLR) in proportion to the PPLRs of other beneficiaries or relative
participation in a bilateral sale. Once assigned, Assignable Energy will not be
delivered to the Pool unless it becomes economically usable on the integrated
electric system.

Section 9.2 - Hydroelectric Operation During Periods of Minimum Steam
Operations: During certain periods of the year when unusually good flow
conditions prevail, certain steam generating units may be taken out of service
to increase the utilization of hydro energy. The OPERATING COMPANY having such
hydro generation may elect to take a fossil fired generating unit out of
service. In the alternative, if another OPERATING COMPANY takes a fossil fired
generating unit out of service for the purpose of utilizing such hydro energy,
the energy rate between the two OPERATING COMPANIES for that transaction will be
the average of the operation and maintenance cost of such hydro energy and the
variable cost of the fossil fired generating unit, or as otherwise agreed upon
by the two OPERATING COMPANIES.

Issued by: Charles D. McCrary, Executive Vice-Pres.    Effective: April 18, 2000
Issued on: June 20, 2000
Filed to comply with order of the Federal Energy Regulatory
Commission, Docket Nos. ER00-1655-000 and ER00-1655-001, issued June 15, 2000,
91 FERCP. 61,259



                                       16


<PAGE>


Southern Company Services, Inc.                           Original Sheet No. 17
First Revised Rate Schedule FERC No. 138

Section 9.3 - Tie-Line Frequency Regulation by Hydro Capacity: Tie-line load
control and frequency regulation by hydro involves additional costs because of
increased expenditures associated with such regulation. The charge for these
transactions is computed in accordance with the formula rate contained in
ARTICLE VI of the Manual.

Section 9.4 - Pool Transactions with OTHERS: Capacity and energy transactions
with OTHERS that are entered into on behalf of all OPERATING COMPANIES will be
governed by the following principles:

Section 9.4.1 - Pool Purchases of Capacity and Energy: The AGENT (or an
individual OPERATING COMPANY for the AGENT) may periodically purchase capacity
and energy from nonassociated sources for the benefit of the integrated electric
system. Such Pool purchases will initially be allocated at cost to all OPERATING
COMPANIES in proportion to their Peak-Period Load Ratios (as provided for in
ARTICLE X of this IIC). Purchases so allocated may be sold as Interchange Energy
when they are economically usable on the integrated electric system. Adjustments
may thereafter be made in order to reconcile any inequitable effects of this
process among the OPERATING COMPANIES, with the intent being that none of the
individual OPERATING COMPANIES should be adversely impacted by a purchase that
benefits

Issued by: Charles D. McCrary, Executive Vice-Pres.    Effective: April 18, 2000
Issued on: June 20, 2000
Filed to comply with order of the Federal Energy Regulatory
Commission, Docket Nos. ER00-1655-000 and ER00-1655-001, issued June 15, 2000,
91 FERCP. 61,259


                                       17


<PAGE>


Southern Company Services, Inc.                            Original Sheet No. 18
First Revised Rate Schedule FERC No. 138

the system as a whole. These impacts will be determined through a system
simulation that calculates each Operating Company's cost of generation that is
avoided by the purchase. This avoided cost will be compared on an hourly basis
to the cost of the purchase. To the extent the avoided cost exceeds the purchase
cost, the effect is "positive" (i.e., cost savings) for that hour. These hourly
results will be summed to determine the effect on each Operating Company for the
day. In situations where individual Operating Companies are adversely impacted
by a purchase that benefits the system as a whole, such adverse impacts will be
offset through a proportional reduction in the positive net benefits realized by
the other Operating Companies.

         Section 9.4.2 - Pool Sales of Capacity and Energy: The AGENT may from
time to time arrange for the sale to OTHERS of capacity and energy available on
the integrated electric system at rates provided for in contracts or at rates
mutually agreed upon. The capacity and/or energy obligation for the sale, as
well as the associated cost, is allocated to each OPERATING COMPANY on a
Peak-Period Load Ratio basis (as provided for in Article X of this IIC).
Payments by OTHERS are also distributed to the respective OPERATING COMPANIES on
the basis of the Peak-Period Load Ratios.

               ARTICLE X - UTILIZATION OF PEAK-PERIOD LOAD RATIOS

Issued by: Charles D. McCrary, Executive Vice-Pres.    Effective: April 18, 2000
Issued on: June 20, 2000
Filed to comply with order of the Federal Energy Regulatory
Commission, Docket Nos. ER00-1655-000 and ER00-1655-001, issued June 15, 2000,
91 FERCP. 61,259



                                       18


<PAGE>


Southern Company Services, Inc.                            Original Sheet No. 19
First Revised Rate Schedule FERC No. 138

Section 10.1 - Certain Allocations and Payments to be Based on Peak-Period Load
Ratios: The AGENT is responsible for the annual development of Peak-Period Load
Ratios for each of the OPERATING COMPANIES and such values shall be submitted to
the Operating Committee for review and confirmation. These Ratios will be
utilized for allocation of certain costs, payments, receipts and other
obligations as provided for in this IIC or the Manual. The procedure and
methodology for developing the Peak- Period Load Ratios are set out in ARTICLE I
of the Manual and the values for such Ratios are shown on an Informational
Schedule.

Section 10.2 - Other Uses of Peak-Period Load Ratios: It is agreed that the
Peak-Period Ratios shown on Informational Schedule No. 1 may be used, if
appropriate, by the OPERATING COMPANIES to reimburse the AGENT for other
expenses and costs not contemplated by this IIC.

                        ARTICLE XI - TRANSMISSION SERVICE

Section 11.1 - Applicability of Network Integration Transmission Service:
Network Integration Transmission Service ("Network Service") provides for the
integration, economic dispatch and regulation of current and planned Network
Resources to serve Network Load. Since the OPERATING COMPANIES integrate,
economically

Issued by: Charles D. McCrary, Executive Vice-Pres.    Effective: April 18, 2000
Issued on: June 20, 2000
Filed to comply with order of the Federal Energy Regulatory
Commission, Docket Nos. ER00-1655-000 and ER00-1655-001, issued June 15, 2000,
91 FERCP. 61,259



                                       19


<PAGE>


Southern Company Services, Inc.                           Original Sheet No. 20
First Revised Rate Schedule FERC No. 138

dispatch and regulate their generating resources to serve their native load
pursuant to this IIC, the associated use of the transmission system is in the
nature of Network Service. The OPERATING COMPANIES' native load is specifically
included in the determination of Load Ratio Shares used to derive the charge for
Network Service under the Open Access Transmission Tariff, and therefore the
OPERATING COMPANIES are bearing a cost responsibility for transactions hereunder
comparable to that assigned to other Network Customers.

Section 11.2 - Transmission Service for Other Transactions: To the extent the
OPERATING COMPANIES require transmission service associated with transactions
that are entered into for purposes other than serving native load customers,
such transmission service will be obtained pursuant to the Open Access
Transmission Tariff and/or from other transmission providers.

                        ARTICLE XII - BILLING AND PAYMENT

Section 12.1 - Recording and Billing of Energy Transactions: Each OPERATING
COMPANY shall transmit to the AGENT daily all data and information necessary to
develop the monthly bill for the various energy transactions contemplated by
this IIC. Each OPERATING COMPANY will transmit such data and information to the

Issued by: Charles D. McCrary, Executive Vice-Pres.    Effective: April 18, 2000
Issued on: June 20, 2000
Filed to comply with order of the Federal Energy Regulatory
Commission, Docket Nos. ER00-1655-000 and ER00-1655-001, issued June 15, 2000,
91 FERCP. 61,259



                                       20


<PAGE>


Southern Company Services, Inc.                            Original Sheet No. 21
First Revised Rate Schedule FERC No. 138

AGENT for each hour of the year to provide for such accounting and billing. All
these data are recorded by the AGENT as required to meet the provisions of this
IIC and to permit application of appropriate interchange charges. The OPERATING
COMPANIES are responsible for an arithmetical check of all figures submitted.
The AGENT is responsible for assembling all of the data and information and for
determining amounts of various classes of energy delivered to and received from
the Pool. The AGENT prepares intercompany energy billing for each month in
accordance with the provisions of this IIC. The bills shall contain such details
as required to permit review and verification by the OPERATING COMPANIES.

Section 12.2 - Month-End Adjustment of Daily Energy Determinations: At the close
of each month, the AGENT allocates energy from nonassociated sources to the
OPERATING COMPANIES and determines the amounts of various classes of energy
moved in interchange, based upon daily conditions. The sum of the daily totals
in interchange does not exactly equal corresponding amounts determined by
month-end meter readings because of certain minor transactions that are neither
metered nor recorded daily. Such differences in energy receipts and deliveries
are billed or credited to each OPERATING COMPANY at the average cost of
Interchange Energy to the Pool for the month.

Issued by: Charles D. McCrary, Executive Vice-Pres.    Effective: April 18, 2000
Issued on: June 20, 2000
Filed to comply with order of the Federal Energy Regulatory
Commission, Docket Nos. ER00-1655-000 and ER00-1655-001, issued June 15, 2000,
91 FERCP. 61,259



                                       21


<PAGE>


Southern Company Services, Inc.                           Original Sheet No. 22
First Revised Rate Schedule FERC No. 138

Section 12.3 - Billing of Capacity Transactions: The AGENT prepares a monthly
bill to the OPERATING COMPANIES for all capacity transactions contemplated by
this IIC. The bill shall contain such details as required to permit review and
verification by the OPERATING COMPANIES.

Section 12.4 - Billing and Payment Date: The AGENT renders all bills provided
for in this IIC not later than the 10th day of the billing month. All payments
by the OPERATING COMPANIES are made by the 20th day of the billing month.

Issued by: Charles D. McCrary, Executive Vice-Pres.    Effective: April 18, 2000
Issued on: June 20, 2000
Filed to comply with order of the Federal Energy Regulatory
Commission, Docket Nos. ER00-1655-000 and ER00-1655-001, issued June 15, 2000,
91 FERCP. 61,259



                                       22


<PAGE>


Southern Company Services, Inc.                           Original Sheet No. 23
First Revised Rate Schedule FERC No. 138

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be signed
by their duly authorized representatives on the Operating Committee, which
signatures may be set forth on separate counterpart pages.

ALABAMA POWER COMPANY                       MISSISSIPPI POWER COMPANY


By Signature on Original                    By Signature on Original
   ---------------------                       ---------------------
Its _____________________                   Its

GEORGIA POWER COMPANY                       SAVANNAH ELECTRIC AND POWER COMPANY

By Signature on Original                    By Signature on Original
   ---------------------                       ---------------------
Its ____________________                    Its


GULF POWER COMPANY                          SOUTHERN COMPANY SERVICES, INC.

By Signature on Original                    By Signature on Original
   ---------------------                       ----------------------
Its ____________________                    Its



                                            [NEW POWER COMPANY]


                                            By [In formation]
                                               --------------
                                            Its



Issued by: Charles D. McCrary, Executive Vice-Pres.    Effective: April 18, 2000
Issued on: June 20, 2000
Filed to comply with order of the Federal Energy Regulatory
Commission, Docket Nos. ER00-1655-000 and ER00-1655-001, issued June 15, 2000,
91 FERCP. 61,259



                                       23