SOUTHERN COMPANY

                     EXECUTIVE PRODUCTIVITY IMPROVEMENT PLAN

                              Amended and Restated







                              TROUTMAN SANDERS LLP
                              Bank of America Plaza
                     600 Peachtree Street, N.E., Suite 5200
                             Atlanta, Georgia 30308
                                 (404) 885-3000


                            Effective January 1, 2001

<PAGE>


                                SOUTHERN COMPANY

                     EXECUTIVE PRODUCTIVITY IMPROVEMENT PLAN

                                    Purposes

         The purposes of the Southern Company Executive Productivity Improvement
Plan (the "Plan") are to provide a financial incentive which will focus the
efforts of certain executives on areas that will have a direct and significant
influence on corporate performance and to provide the potential for levels of
compensation that will enhance the Employing Companies' abilities to attract,
retain and motivate such executives. In order to achieve these objectives, the
Plan will be based upon corporate performance. This Plan is intended to meet the
requirements of Code Section 162(m) related to the deductibility of Awards paid
to Participants subject thereto.

         This Amendment and Restatement shall be effective as of January 1,
2001.

                                    ARTICLE I

                                   Definitions

         For purposes of the Plan, the following terms shall have the following
meanings unless a different meaning is plainly required by the context:

         1.1 "Annual Salary" shall mean base salary or wages paid to a
Participant before deductions for taxes, social security, etc., including all
amounts contributed by an Employing Company to The Southern Company Flexible
Benefits Plan on behalf of a Participant, amounts contributed by any Employing
Company to The Southern Company Employee Savings Plan as Elective Employer
Contributions, as said term is defined in Section 4.1 therein, pursuant to the
Participant's exercise of his deferral option made in accordance with Section
401(k) of the Internal Revenue Code, and amounts contributed to the Southern
Company Deferred Compensation Plan, but excluding all awards under the Southern
Company Performance Pay Plan, the Southern Company Performance Pay Plan
(Shareholder Approved) and the Southern Company Executive Productivity
Improvement Plan, overtime pay, shift differential and substitution pay. For
Computation Periods beginning on or before January 1, 1998, Annual Salary shall
be the Participant's Annual Salary as of the first day of the Computation
Period. For Computation Periods beginning January 1, 1999 and thereafter, Annual
Salary shall be the weighted average Annual Salary determined as of the last day
of each of the four years within the Computation Period.

         1.2 "Average ROE" shall mean the mathematical result obtained by (a)
calculating the return on equity for each year in the Computation Period, (b)
adding the return on equity calculations for all years in the Computation
Period; and (c) dividing the total by the number of years in the Computation
Period.

         1.3 "Award" shall mean the Award Opportunity or Award Units multiplied
by the Performance Unit Value determined under Sections 3.2 and 3.4 of the Plan
and, for Equity Participants only, then converted into Restricted Stock Units as
determined under Section 3.5 of the Plan.

         1.4 "Award Opportunity" shall mean the award opportunity determined
under Section 3.1 of the Plan.

         1.5 "Award Unit" shall mean the unit opportunity determined under
Section 3.3 of the Plan.

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

         1.7 "Change in Control Benefit Plan Determination Policy" shall mean
the change in control benefit plan determination policy, as approved by the
Board of Directors, as it may be amended from time to time in accordance with
the provisions therein.

         1.8 "Chief Executive Officer" shall mean the individual designated as
such by the Board of Directors of an Employing Company and of Southern Company.

         1.9 "Committee" or "Compensation Committee" shall mean the Compensation
Committee of the Board of Directors of Southern Company or the Employing
Company.

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

         1.11 "Computation Period" shall mean a four-year period commencing on
the first day of the initial year of participation and thereafter it shall mean
a four-year period commencing the first day of January each year made up of the
ROE Computation Period and the TSR Computation Period, if any, respectively.

         1.12 "Employing Company" shall mean Southern Company Services, Inc., or
any other affiliate or subsidiary (direct or indirect) of 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 any of them.

         1.13 "Equity Participant" shall mean a Participant who is designated by
the Committee to have his Award calculated using Restricted Stock Units.

         1.14 "Executive Employee" shall mean any person who is currently
employed by an Employing Company who is a "covered employee" as that term is
defined in Section 162(m) of the Internal Revenue Code (the "Code") and who is
designated as an Executive Employee by the Compensation Committee for purposes
of participating in the Plan and such other persons employed by an Employing
Company as the Compensation Committee in its discretion shall designate to
participant in the Plan.

         1.15 "Fair Market Value" shall mean the average of the high and low
prices at which a share of Common Stock shall have been traded on the respective
measurement date, such as the first and last days of a Computation Period, or on
the next preceding trading day if such date was not a trading date, as reported
on the New York Stock Exchange Composite Transactions Listing, or as otherwise
determined by the Committee. In no event shall the Fair Market Value equal less
than the par value of the Common Stock.

         1.16 "Grade Level" shall mean the evaluation assigned under the job
evaluation system. For Computation Periods beginning on or before January 1,
1998, Grade Level shall be the Participant's Grade Level as of the first day of
the Computation Period. For Computation Periods beginning January 1, 1999 and
thereafter, Grade Level shall be the weighted average Grade Level determined as
of the last day of each of the four years within the Computation Period.

         1.17 "Grade Level Value" shall mean the assigned dollar value within
the Annual Salary range for a Grade Level in a Computation Period, upon which
awards are based.

         1.18 "Non-Adopting Employer" shall mean any subsidiary or affiliate of
Southern Company which is not an Employing Company.

         1.19 "Participant" shall mean an Executive Employee who satisfies the
criteria referred to in Article II at the beginning of a Computation Period.

         1.20 "Payment Date" shall mean the date the check evidencing the Award
is endorsed by an authorized person of an Employing Company.

         1.21 "Percentage of Total Award" shall have the meaning ascribed in
Exhibits B and E hereof.

         1.22 "Plan" shall mean the Southern Company Executive Productivity
Improvement Plan, as described herein or as may be amended from time to time.

         1.23 "Prior Plan" shall mean the Plan as amended and restated effective
January 1, 1995.

         1.24 "Restricted Stock Units" shall mean the number of shares of Common
Stock deemed to have been awarded to the Equity Participant during a TSR
Computation Period for the sole purpose of providing the Equity Participant with
the opportunity to receive an Award which incorporates the appreciation on the
Common Stock during the TSR Computation Period.

         1.25 "Southern Company" shall mean The Southern Company.

         1.26 "ROE Computation Period" shall have the meaning ascribed in
Section 3.1 hereof.

         1.27 "ROE Peer Group Companies" shall mean the companies set forth on
Exhibit C attached hereto and as may be revised from time to time by the
Committee to reflect mergers, acquisitions, reorganizations, etc. of such
companies.

         1.28 "Termination for Cause" or "Cause" shall mean the termination of a
Participant's employment by an Employing Company under any of the following
circumstances:

                  (a) The Participant willfully neglects or refuses to discharge
         his or her duties to the Employing Company as an employee or refuses to
         comply with any lawful and reasonable instructions given to him or her
         by the Employing Company without reasonable excuse;

                  (b) The Participant is guilty of gross misconduct. For
         purposes of this Plan, the following acts shall constitute gross
         misconduct:

                           (i) any act involving fraud or dishonesty or breach
                  of appropriate regulations of competent authorities;

                           (ii) the carrying out of any activity or the making
                  of any statement which would prejudice or impair the good name
                  and standing of the Company or any Employing Company or would
                  bring the Company or any Employing Company into contempt,
                  ridicule or would reasonably shock or offend any community in
                  which the Company or any Employing Company is located;

                           (iii) attendance at work in a state of intoxication
                  or otherwise being found in possession at his or her workplace
                  of any prohibited drug or substance, possession of which would
                  amount to a criminal offense;

                           (iv) assault or other act of violence against any
                  employee or other person during the course of the
                  Participant's employment; and

                           (v) conviction of any felony or misdemeanor involving
                  moral turpitude.

         1.29 "Total Shareholder Return" or "TSR" shall mean the total amount an
investor would receive by investing $100 per quarter in Common Stock or in TSR
Peer Group Common Stock, as the case may be, as determined by measuring the
total dividends which would have been paid on such Common Stock or TSR Peer
Group Common Stock by reinvesting such dividends on a quarterly basis in
additional shares of Common Stock or TSR Peer Group Common Stock, as the case
may be, and the total gain or loss on such Common Stock or Peer Group Common
Stock as if such stock had been sold at the closing price on the last day of the
respective Computation Period.

         1.30 "TSR Computation Period" shall have the meaning ascribed in
Section 3.3 hereof.

         1.31 "TSR Peer Group Common Stock" shall mean the common stock of the
Peer Group Companies.

         1.32 "TSR Peer Group Companies" shall mean those companies considered
part of the peer group of Southern Company for a Computation Period as
determined and designated by the Committee and as set forth on a schedule
adopted by the Committee and provided to the Plan Administrator. The Committee
shall establish the TSR Peer Group Companies within the first ninety (90) days
of a Computation Period. The Committee shall have the discretion to change the
TSR Peer Group Companies at any time during a Computation Period. The Committee
shall also have the discretion to determine whether or not such change shall
apply to Participants subject to the limitations of Section 162(m) of the Code

         1.33 "Value of Performance Unit" shall have the meaning ascribed in
Exhibits B and E attached hereto.

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

                                   ARTICLE II

                                  Participants

         2.1 Participation. Participation in the Plan shall be limited to
Executive Employees of the Employing Companies.

         2.2 Reduction in Grade Level. Any Participant who ceases to be an
Executive Employee prior to the close of a Computation Period shall receive an
Award for the Computation Period ending on December 31st of the year in which
such Participant ceased to be an Executive Employee and shall forfeit any Award
for any other Computation Periods that have not closed as of the date the
Participant ceases to be an Executive Employee.

         2.3 Termination of Employment. If a Participant's employment is
terminated by reason of death, disability or retirement, such Participant or his
or her estate shall be eligible to receive an Award for the Computation Period
ending in the year of such death, disability or retirement unless such death,
disability or retirement shall have occurred on January 1 in which case the
Participant or his or her estate shall only be entitled to an Award for the
Computation Period ending December 31 of the previous year. Any Participant who
terminates employment for any other reason shall receive only any unpaid Award
for a completed Computation Period and shall not be eligible to receive an Award
for the Computation Period ending in the year of such termination of employment.

         2.4 Transfer to Non-Adopting Employer. Notwithstanding the provisions
of Section 2.3 above, in the case of an individual transferring from an
Employing Company to a Non-Adopting Employer, any Award paid for any Computation
Period not yet closed as of the date of a Participant's transfer shall be paid
to the Participant by the Employing Company from which the Participant is
transferring on the following basis:

                  (i) 100% of the Award for the Computation Period ending in the
         year of transfer;

                  (ii) 75% of the Award for the Computation Period ending in the
         first year following the year of transfer;

                  (iii) 50% of the Award for the Computation Period ending in
         the second year following the year of transfer; and

                  (iv) 25% of the Award for the Computation Period ending in the
         third year following the year of transfer.

Such transferring Participant shall receive no award for any Computation Period
which has not begun on the date of the Participant's transfer or if such
Participant shall no longer be in an eligible Grade Level after such transfer.

         Any Awards payable under this Section 2.4 shall be based on the Grade
Level at the time of transfer.

         2.5 Transfer from Non-Adopting Employer. In the case of an individual
transferring from a Non-Adopting Employer to an Employing Company whose Grade
Level and length of service at the Non-Adopting Employer would have caused the
Employee to have been a Participant in the Plan if the Non-Adopting Employer
were an Employing Company and whose Grade Level after the transfer would enable
the Employee to participate in the Plan, such individual shall be deemed to have
been employed by an Employing Company while employed with the Non-Adopting
Employer and shall, for any Computation Period ending after such transfer, be
deemed a Participant in the Plan as if the Non-Adopting Employer was an
Employing Company.

         Any Awards payable under this Section 2.5 shall be based on the Grade
Levels at the Employing Company.

         2.6 Termination for Cause. Notwithstanding any other provision of this
Plan, a Participant whose employment is Terminated for Cause shall forfeit any
and all unpaid Awards under this Plan.

         2.7 Promotion. The administration of Awards for Participants who are
promoted or transferred from one Grade Level included in the Plan to another
Grade Level included in the Plan shall be based on the Participant's Grade Level
Value on the last day of the Computation Period for which an Award is being
granted. For the Computation Periods ending December 31, 1995, December 31,
1996, December 31, 1997 and December 31, 1998 a Participant's Grade Level Value
for determining Awards shall be the Participant's Grade Level Value on January
1, 1995.

         2.8 Maximum Award. Notwithstanding any other provision of this Plan,
the maximum Award for any Computation Period payable to any Participant shall be
two million dollars ($2,000,000).

         2.9 1995 Participants. Any individual who initially becomes a
Participant in the Plan as of January 1, 1995 shall be considered to have been
participating in the Plan as of January 1, 1993 for purposes of determining
benefits payable for any Computation Period that began or begins on or after
January 1, 1993 and such Participant will therefore be eligible for an Award
equal to seventy-five percent (75%) of the Award Opportunity for the Computation
Period ending December 31, 1995.

         2.10 Post-1995 Participants. In the case of an individual who becomes a
Participant subsequent to January 1, 1995, said Participant will participate in
each Computation Period which ends not less than two (2) years after becoming a
Participant.

                                   ARTICLE III

                      Corporate Financial Performance Award

         3.1 ROE Computation Period. For Computation Period years beginning
before January 1, 1997 (the "ROE Computation Period"), the Award Opportunity for
each Participant shall be based upon either his Grade Level Value (as determined
based on his Grade Level at the beginning of such period) or, in the Committee's
discretion, upon his Annual Salary at the beginning of such period and in either
case shall range from fifteen percent (15%) to sixty-five percent (65%) of such
Grade Level Value or Annual Salary, as applicable. The Award Opportunity for
each Grade Level or Annual Salary shall be determined in accordance with the
chart set forth in Exhibit A hereof. The Committee shall have the discretion to
change the Award Opportunity for a Computation Period. Additionally, the
Committee shall have the discretion to determine whether such change applies to
Participants subject to the limitations of Section 162(m) of the Code.

        3.2 ROE Ranking. Each Award Opportunity granted in the ROE Computation
Period shall be multiplied by the Value of Performance Unit factor and the
Percentage of Total Award factor set forth in Exhibit B hereof, which is based
on Southern Company's Average ROE ranking during the ROE Computation Period as
compared to the Average ROE ranking of the ROE Peer Group Companies to determine
a Participant's Award. The return on common equity of the ROE Peer Group
Companies shall be determined annually by an independent certified public
accountant based on generally accepted accounting principles and shall be
properly adjusted and annualized by such accountant so that each ROE Peer Group
Company return on common equity may be accurately compared to that of Southern
Company.

         3.3 TSR Computation Period. For Computation Period years beginning on
or after January 1, 1997 (the "TSR Computation Period"), the Award Units for
each Participant shall be based upon either his Grade Level Value or, in the
Committee's discretion, upon his Annual Salary and, in either case shall range
from fifteen percent (15%) to sixty-five percent (65%) of such Grade Level Value
or Annual Salary, as applicable. The Award Units for each Grade Level or Annual
Salary shall be determined in accordance with the charts set forth in Exhibit D
hereof. The Committee shall have the discretion to change the Award Units for a
Computation Period. Additionally, the Committee shall have the discretion to
determine whether such change applies to Participants subject to the limitations
of Section 162(m) of the Code.

         3.4 TSR Ranking. Each Award Unit granted in the TSR Computation Period
shall be multiplied by the Value of Performance Unit factor and the Percentage
of Total Award factor set forth in Exhibit E hereof which is based on Total
Shareholder Return of Southern Company as compared to the Total Shareholder
Return for the TSR Peer Group Companies. The Total Shareholder Return of
Southern Company and the TSR Peer Group Companies shall be determined annually
by an independent certified public accountant and shall be properly adjusted and
amortized by such accountant so that each TSR Peer Group Company's total
shareholder return may be accurately compared to that of Southern Company.

         3.5 Restricted Stock Unit Conversion. Notwithstanding Sections 3.3 and
3.4, the Award for Equity Participants during the TSR Computation Period shall
be determined as follows: (a) determine the number of Award Units pursuant to
Section 3.3; (b) multiply the Award Units by the percentage of the Award that is
to be converted (as determined by the Committee in its sole discretion)
("Adjusted Award Units"); (c) divide the Adjusted Award Units by the Fair Market
Value of the Common Stock on January 1 of the applicable TSR Computation Period
to determine the number of Restricted Stock Units available during the TSR
Computation Period; (d) multiply the Restricted Stock Units by the Value of the
Performance Unit factor and the Percentage of Total Award factor as set forth in
Section 3.4 of the Plan ("Total Restricted Stock Units"); (e) convert the Total
Restricted Stock Units by multiplying such portion of the Total Restricted Stock
Units by the Fair Market Value of Common Stock on the last day of the TSR
Computation Period. Notwithstanding any prior provision of Section 3.5, no Award
payable under Section 3.5 shall be paid in common stock. The Award shall equal
the Total Restricted Stock Units converted pursuant to subsection (e) above.

         Notwithstanding anything in the Plan to the contrary, the Committee
shall have the sole discretion to determine who will be designated an Equity
Participant and what percentage of an Award to an Equity Participant shall be
converted to Restricted Stock Units. The Equity Participant shall have no
ownership rights associated with the Restricted Stock Units (including the right
to any dividends on Common Stock). The Restricted Stock Units shall be used
solely for the purpose of measurement.

         3.6 Insufficient Earnings. Notwithstanding the above provisions, an
Award will not be granted, awarded or paid for any Computation Period ending
with the calendar year in which the current earnings of Southern Company are
less than the amount necessary to fund the dividends on its Common Stock at the
rate such dividends were paid for the immediately preceding calendar year.

         3.7 Extraordinary Income. In the exercise of negative discretion, the
Compensation Committee may calculate the Award for one or more Computation
Period(s) without regard to any extraordinary income item (but not loss)
otherwise recorded by Southern Company or any Employing Company, provided such
determination that an item of income is extraordinary is made by the Committee
prior to the close of the Computation Period.

         3.8 Payment. The Awards will be paid in cash for Participants and in
one-half in cash and one-half in Common Stock (pursuant to Section 3.5 (e) and
(f) above) for Equity Participants, as soon as is practicable after all
evaluations are completed. An Award payment may not be deferred under this Plan.
In the event an Award was deferred under the Prior Plan, such deferral shall be
governed by the terms of the Prior Plan.

                                   ARTICLE IV

                                Change in Control

         The provisions of the Change in Control Benefit Plan Determination
Policy are incorporated herein by reference to determine the occurrence of a
change in control of Southern Company or an Employing Company and the benefits
to be provided hereunder in the event of such a change in control. Any
modifications to the Change in Control Benefit Plan Determination Policy are
likewise incorporated herein.

                                    ARTICLE V

                            Miscellaneous Provisions

         5.1 No Assignment. Neither the Participant, his beneficiary, nor his
personal representative shall have any rights to commute, sell, assign, transfer
or otherwise convey the right to receive any payments hereunder, which payments
and the rights thereto are expressly declared to be nonassignable and
nontransferable. Any attempt to assign or transfer the right to payments of this
Plan shall be void and have no effect.

         5.2 No Reserve. The Employing Company shall not reserve or otherwise
set aside funds for the payments of Awards deferred in accordance with the Prior
Plan.

         5.3 Plan Amendment. Except for the provisions of Article IV hereof,
which may not be amended, modified or terminated following a "Southern Change in
Control," "Subsidiary Change in Control" or a "Southern Termination" (as such
terms are defined in the Change in Control Benefit Plan Determination Policy),
the Plan may be amended, modified, or terminated by the Board of Directors in
its sole discretion at any time and from time to time; provided, however, that
no such amendment, modification, or termination shall impair any rights to
payments which have been deferred under the Prior Plan prior to such amendment,
modification, or termination.

         5.4 Additional Benefits. It is expressly understood and agreed that the
Awards made in accordance with the Plan are in addition to any other benefits or
compensation to which a Participant may be entitled or for which he may be
eligible, whether funded or unfunded, by reason of his employment with the
Employing Company.

         5.5 Withholding. There shall be deducted from the payment of each Award
under the Plan the amount of any tax required by any governmental authority to
be withheld and paid over by the Employing Company to such governmental
authority for the account of the person entitled to such distribution.

         5.6 Effect On Other Benefits. Any Awards paid to a Participant while
employed by an Employing Company shall not be considered in the calculation of
the Participant's benefits under any other employee welfare or pension benefit
plan maintained by an Employing Company, unless otherwise specifically provided
therein.

         5.7 Governing Law. This Plan, and all its rights under it, shall be
governed by and construed in accordance with the laws of the State of Georgia.

         IN WITNESS WHEREOF, Southern Company Services, Inc., through its duly
authorized officers, hereby amends and restates the Southern Company Executive
Productivity Improvement Plan this ____ day of ______________, 2001 to be
effective January 1, 2001.

                                 SOUTHERN COMPANY SERVICES, INC.



                               By:
                                        -------------------------------

                               Its:
                                        -------------------------------


Attest:

By:
         --------------------------------------------

Its:
         --------------------------------------------



<PAGE>


                                SOUTHERN COMPANY

                     EXECUTIVE PRODUCTIVITY IMPROVEMENT PLAN

                                    EXHIBIT A

                                Award Opportunity

Grade Level Value                             Award Opportunity

                                              Percentage of Grade Level Value
                                                       or Annual Salary

President/CEO                                          50/65%
         15                                            50%
         14                                            45%
         13                                            40%
         12                                            35%
         11                                            30%
         10                                            25%
         9                                             25%
         8                                             20%
         7                                             15%




<PAGE>


                                SOUTHERN COMPANY

                     EXECUTIVE PRODUCTIVITY IMPROVEMENT PLAN

                                    EXHIBIT B

                            AWARD PERCENTAGE SCHEDULE

                                    Position Ranking
   Value of
Performance Unit      12-14               15-17             18-20
         $           Companies          Companies         Companies
----------------     ---------          ---------         ---------

      $2.00             Top                Top               Top
       1.80             1.0                1.0               1.0
       1.60             2.0                2.0               2.0
       1.40             2.5                3.0               3.0
       1.20             3.0                4.0               4.0
       1.00             4.0                4.5               5.0
        .90             4.5                5.0               6.0
        .80             5.0                6.0               7.0
        .70             6.0                7.0               8.0
        .60             6.5                8.0               9.0
        .50             7.0                8.5               10.0
          0           Below 7.0          Below 8.5          Below 10


                        Percentage Of Total Award Factor

       Computation Period Ending                    Factor

         December 31, 1997                            75%

         December 31, 1998                            50%

         December 31, 1999                            25%

         Thereafter                                    0%


<PAGE>


                                SOUTHERN COMPANY

                     EXECUTIVE PRODUCTIVITY IMPROVEMENT PLAN

                                    EXHIBIT C

                            ROE Peer Group Companies


<PAGE>


Allegheny Energy, Inc.
Alliant Energy Corporation
Ameren Corporation
American Electric Power Company
Baltimore Gas & Electric Company
BEC Energy
Carolina Power & Light Company
Central & South West Corporation
CILCORP.  Inc.
Cinergy Corporation
Cleco Corporation

Conectiv CIV
CMS Energy Corporation
Commonwealth Energy System
Consolidated Edison, Inc.
Dominion Resources, Inc.
DPL, Inc.
DQE, Inc.
DTE Energy Company
Duke Energy Corporation

Eastern Utilities Associates Edison International Energy East Corporation
Entergy Corporation FirstEnergy Corporation Florida Progress Corporation FPL
Group, Inc.

GPU, Inc.
Hawaiian Electric Industries, Inc.
Houston Industries, Inc.
IDACORP, Inc.
Illinova Corporation
Interstate Energy Corporation
IPALCO Enterprises, Inc.
Washington Water Power Co.
Western Resources, Inc.
WPS Resources Corp.


Kansas City Power & Light Company
Keyspan Energy Corporation
LG&E Energy Corporation
MDU Resources
MidAmerican Energy Holdings Co.
Minnesota Power Company
Montana Power Company
Nevada Power Co.
New Century Energies, Inc.
New England Electric System
Niagara Mohawk Power Corp.
NIPSCO Industries, Inc.
Northeast Utilities Co.
Northern States Power Co.
OGE Energy Corp.
Orange & Rockland Utilities, Inc.
PG&E Corp.
PacifiCorp
PECO Energy Co.
Pinnacle West Capital Corp.
Potomac Electric Power Co.
PP&L Resources, Inc.
Public Service Co. of New Mexico
Public Service Enterprise Group, Inc.
Puget Sound Energy, Inc.
Rochester Gas & Electric Corp.
SCANA Corp.
Sierra Pacific Resources
SIGCORP, Inc.
TECO Energy, Inc.
Texas Utilities Company
Unicom Corp.
Unisource Energy Corp.
United Illuminating Company
UtiliCorp.  United, Inc.
Wisconsin Energy Corp.



<PAGE>


                                SOUTHERN COMPANY

                     EXECUTIVE PRODUCTIVITY IMPROVEMENT PLAN

                                    EXHIBIT D

                                   Award Units

         Grade Level Value                        Award Units
                                          Percentage of Grade Level Value
                                                or Annual Salary

         President/CEO                             50/65%
         15                                         50%
         14                                         45%
         13                                         40%
         12                                         35%
         11                                         30%
         10                                         25%
         9                                          25%
         8                                          20%
         7                                          15%




<PAGE>


                                SOUTHERN COMPANY

                     EXECUTIVE PRODUCTIVITY IMPROVEMENT PLAN

                                    EXHIBIT E

                            Performance Unit Factor*

   Value of Unit                                    Percentile of Southern TSR
                                                                  vs.
                                                           Investor Utility

      $ 2.00                                               90th and above
      $ 1.50                                               70th
      $ 1.00                                               50th
      $  .50                                               30th
      $  .00                                               Below 30th

*The Value of Unit for performance levels falling between the percentiles listed
above shall be interpolated on a straight line basis for any given calendar
year.

                        Percentage Of Total Award Factor

         Computation Period Ending               Factor

         December 31, 1997                         25%

         December 31, 1998                         50%

         December 31, 1999                         75%

         Thereafter                               100%