Exhibit 10(a)82


















                              THE SOUTHERN COMPANY

                            PERFORMANCE SHARING PLAN









                            Effective January 1, 1997



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                              THE SOUTHERN COMPANY
                            PERFORMANCE SHARING PLAN

                                TABLE OF CONTENTS


ARTICLE I....................................................1


ARTICLE II...................................................2
         2.1 "Account".......................................2
         2.2 "Affiliated Employer"...........................2
         2.3 "Aggregate Account".............................2
         2.4 "Aggregation Group".............................3
         2.5 "Annual Addition"...............................3
         2.6 "Beneficiary"...................................3
         2.7 "Board of Directors"............................4
         2.8 "Break-in-Service Date".........................4
         2.9 "Code"..........................................4
         2.10 "Committee"....................................4
         2.11 "Company"......................................4
         2.12 "Compensation".................................5
         2.13 "Defined Benefit Plan Fraction"................5
         2.14 "Defined Contribution Plan Fraction"...........5
         2.15 "Determination Date"...........................6
         2.16 "Determination Year"...........................6
         2.17 "Distributee"..................................6
         2.18 "Direct Rollover"..............................6
         2.19 "Eligible Employee"............................6
         2.20 "Eligible Retirement Plan".....................7
         2.21 "Eligible Rollover Distribution"...............8
         2.22 "Employee".....................................8
         2.23 "Employer Contribution"........................8
         2.24 "Employing Company"............................8
         2.25 "Enrollment Date"..............................8
         2.26 "ERISA"........................................8
         2.27 "Forfeiture"...................................9
         2.28 "Highly Compensated Employee"..................9
         2.29 "Hour of Service"..............................9
         2.30 "Investment Fund"..............................9
         2.31 "Key Employee".................................9
         2.32 "Limitation Year"..............................9
         2.33 "Look-Back Year"...............................9
         2.34 "Non-Highly Compensated Employee".............10
         2.35 "Normal Retirement Date"......................10
         2.36 "One-Year Break in Service"...................10
         2.37 "Participant".................................10
         2.38 "Permissive Aggregation Group"................10
         2.39 "Plan"........................................10
         2.40 "Plan Year"...................................10
         2.41  "Present  Value  of  Accrued   Retirement
                  Income"...................................10
         2.42 "Required Aggregation Group"..................11
         2.43 "Super-Top-Heavy Group".......................11
         2.44 "Surviving Spouse"............................11
         2.45 "Suspense Account"............................11
         2.46 "Top-Heavy Group".............................11
         2.47 "Trust" or "Trust Fund".......................12
         2.48 "Trust Agreement".............................12
         2.49 "Trustee".....................................12
         2.50 "Valuation Date"..............................12
         2.51 "Year of Service".............................12


ARTICLE III.................................................14
         3.1 Eligibility Requirements.......................14
         3.2 Participation upon Reemployment................14
         3.3 No  Restoration  of Previously  Distributed
                  Benefits..................................14
         3.4 Loss of Eligible Employee Status...............15
         3.5 Military Leave.................................15


ARTICLE IV..................................................16
         4.1  Amount of Employer Contributions..............16
         4.2  Allocation of Employer Contributions..........16
         4.3  Reversion of Employer Contributions...........17
         4.4 Correction of Prior  Incorrect  Allocations
                  and Distributions.........................18


ARTICLE V...................................................19
         5.1 Section 415 Limitations........................19
         5.2  Correction of  Contributions  in Excess of
                  Section 415 Limits........................20
         5.3 Combination of Plans...........................20


ARTICLE VI..................................................22
         6.1 Investment Funds...............................22
         6.2 Investment of Contributions....................22
         6.3 Investment of Earnings.........................22
         6.4 Transfer of Assets between Funds...............22
         6.5 Change in Investment Direction.................22
         6.6 Section 404(c) Plan............................23


ARTICLE VII.................................................24
         7.1 Establishment of Account.......................24
         7.2 Valuation of Investment Funds..................24
         7.3 Rights in Investment Funds.....................24


ARTICLE VIII................................................25
         8.1 Vesting........................................25
         8.2 Forfeitures....................................25
         8.3 Deemed Cash-out and Deemed Buy-back............25
         8.4 Vesting after One-Year Break in Service........26


ARTICLE IX..................................................27
         9.1 Distribution upon Retirement...................27
         9.2 Distribution upon Disability...................27
         9.3 Distribution upon Death........................27
         9.4  Designation of Beneficiary in the Event of
                  Death.....................................28
         9.5 Distribution upon Termination of Employment....29
         9.6 Method of Payment..............................29
         9.7 Commencement of Benefits.......................30
         9.8 Transfer between Employing Companies...........31
         9.9 Distributions to Alternate Payees..............31
         9.10 Requirement for Direct Rollovers..............31
         9.11 Consent and Notice Requirements...............31
         9.12 Form of Payment...............................32


ARTICLE X...................................................33
         10.1 Membership of Committee.......................33
         10.2 Acceptance and Resignation....................33
         10.3 Transaction of Business.......................33
         10.4 Responsibilities in General...................33
         10.5 Committee as Named Fiduciary..................34
         10.6 Rules for Plan Administration.................34
         10.7 Employment of Agents..........................34
         10.8 Co-Fiduciaries................................34
         10.9 General Records...............................35
         10.10 Liability of the Committee...................35
         10.11    Reimbursement    of    Expenses    and
                  Compensation of Committee.................35
         10.12 Expenses of Plan and Trust Fund..............36
         10.13 Responsibility for Funding Policy............36
         10.14 Management of Assets.........................36
         10.15 Notice and Claims Procedures.................37
         10.16 Bonding......................................37
         10.17 Multiple Fiduciary Capacities................37
         10.18 Change in Administrative Procedures..........37


ARTICLE XI..................................................38
         11.1 Trustee.......................................38
         11.2 Voting of Other Investment Fund Shares........38
         11.3 Uninvested Amounts............................38
         11.4 Independent Accounting........................39


ARTICLE XII.................................................40
         12.1 Amendment of the Plan.........................40
         12.2 Termination of the Plan.......................40
         12.3 Merger or Consolidation of the Plan...........41


ARTICLE XIII................................................42
         13.1 Top-Heavy Plan Requirements...................42
         13.2 Determination of Top-Heavy Status.............42
         13.3  Minimum  Allocation  for  Top-Heavy  Plan
                  Years.....................................43
         13.4 Minimum Vesting...............................44
         13.5  Adjustments to Maximum Benefit Limits for
                  Top-Heavy Plans...........................44


ARTICLE XIV.................................................46
         14.1 Plan Not an Employment Contract...............46
         14.2 No Right of Assignment or Alienation..........46
         14.3 Payment to Minors and Others..................47
         14.4 Source of Benefits............................47
         14.5 Unclaimed Benefits............................47
         14.6 Governing Law.................................48



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                                    ARTICLE I


                                     PURPOSE

         The purpose of the Plan is to create added employee interest in the
affairs of The Southern Company particularly with respect to its performance
relative to peer companies, to supplement retirement and death benefits, and to
create a competitive compensation program for employees through the
establishment of a formal plan under which the Employing Companies shall
contribute on behalf of eligible Participants. This Plan is intended to be a
profit sharing plan, and all contributions made by an Employing Company to this
Plan are expressly conditioned upon the qualification of the Plan under Code
Section 401(a) and the deductibility of such contributions under Code Section
404. The effective date of this Plan is January 1, 1997.


<PAGE>



                                   ARTICLE II


                                   DEFINITIONS
2
         All references to articles, sections, subsections, and paragraphs shall
be to articles, sections, subsections, and paragraphs of this Plan unless
another reference is expressly set forth in this Plan. Any words used in the
masculine shall be read and be construed in the feminine where they would so
apply. Words in the singular shall be read and construed in the plural, and all
words in the plural shall be read and construed in the singular in all cases
where they would so apply.

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

         2.1 "Account"shall mean the total amount credited to the account of a
Participant, as described in Section 7.1.

         2.2 "Affiliated Employer" shall mean an Employing Company and (a) any
corporation which is a member of a controlled group of corporations (as defined
in Section 414(b) of the Code) which includes such Employing Company, (b) any
trade or business (whether or not incorporated) which is under common control
(as defined in Section 414(c) of the Code) with such Employing Company, (c) any
organization (whether or not incorporated) which is a member of an affiliated
service group (as defined in Section 414(m) of the Code) which includes such
Employing Company, and (d) any other entity required to be aggregated with such
Employing Company pursuant to regulations under Section 414(o) of the Code.
Notwithstanding the foregoing, for purposes of applying the limitations of
Article V, the term Affiliated Employer shall be adjusted as required by Code
Section 415(h).

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

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

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

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

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

                  (e) unrelated rollovers and plan-to-plan transfers to this
         Plan; and

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

         2.4 "Aggregation Group" shall mean either a Required Aggregation Group
or a Permissive Aggregation Group.

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

                           (a)      Affiliated Employer contributions,

                           (b)......voluntary participant contributions,

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

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

         2.6 "Beneficiary" shall mean any person(s) who, or estate(s), trust(s),
or organization(s) which, in accordance with the provisions of Section 9.4,
become entitled to receive benefits upon the death of a Participant.

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

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

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

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

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

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

         2.10 "Committee" shall mean the committee appointed pursuant to Section
10.1 to serve as plan administrator.

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

         2.12 "Compensation" shall mean the base salary or wages paid to a
Participant by an Affiliated Employer for the Plan Year during which he is
eligible to participate, including all amounts contributed by an Affiliated
Employer to The Southern Company Employee Savings Plan and/or The Southern
Company Flexible Benefits Plan on behalf of a Participant pursuant to a salary
reduction arrangement under such plans. Compensation shall also include all
awards under The Southern Company Performance Pay Plan, The Southern Company
Productivity Improvement Plan, The Southern Company Executive Productivity
Improvement Plan, and the Incentive Compensation Plan for Southern Energy, Inc.,
monthly shift and monthly seven-day schedule differentials, geographic premiums,
monthly nuclear plant premiums, and monthly customer service premiums.
Compensation shall exclude overtime pay, any hourly shift differentials,
substitution pay, such amounts which are reimbursements to a Participant paid by
any Affiliated Employer including, but not limited to, reimbursement for such
items as moving expenses and travel and entertainment expenses, and imputed
income for automobile expenses, tax preparation expenses and health and life
insurance premiums paid by the Affiliated Employer.

         The Compensation of each Participant taken into account for purposes of
this Plan shall not exceed $150,000 (as adjusted pursuant to Code Section
401(a)(17)).

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

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

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

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

                  (numerator) The sum of all Annual Additions to the account of
                  the Participant as of the close of the Plan Year under all
                  defined contribution plans maintained by the Affiliated
                  Employers for the current and prior Limitation Years (whether
                  or not terminated), including this Plan.

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

         2.15 "Determination Date" shall mean with respect to a Plan Year, the
last day of the preceding Plan Year, or in the case of the first Plan Year, the
last day of such Plan Year.

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

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

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

         2.19 "Eligible Employee" shall mean an Employee who is employed by an
Employing Company and who is classified by the Employing Company as a regular
full-time, regular part-time, cooperative education employee, or temporary
employee (which temporary employee was a participant in the pension plan of an
Employing Company before July 1, 1991 (or July 1, 1990 for employees of Georgia
Power Company)) who:

         (a)      was actively employed on December 31, 1996 but who will not
                  attain his fortieth (40th) birthday on or before January 1,
                  2002 or who was not a member of an eligible class of employees
                  under a pension plan of an Employing Company on December 31,
                  1996 and has not previously participated in any such pension
                  plan;

         (b)      was actively employed on December 31, 1996 and properly elects
                  to participate in this Plan pursuant to the procedures
                  established under the Plan for making such election; or

         (c)      was employed or reemployed on or after January 1, 1997 or who
                  rescinded a waiver of participation in The Southern Company
                  Pension Plan pursuant to Section 2.7 thereof on or after
                  January 1, 1997 that was in effect on December 31, 1996.

"Eligible Employee" shall not include:

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

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

         (y)      any individual or Employee who is classified by the Employing
                  Company as an independent contractor regardless of whether
                  such classification is in error; or

         (z)      any individual or Employee who has voluntarily waived
                  participation in the Plan for any reason, including any
                  individual or Employee who has waived benefits upon employment
                  by the Employing Company.

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

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

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

         2.23 "Employer Contribution" shall mean a contribution made by an
Employing Company pursuant to Section 4.1.

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

         2.25 "Enrollment Date" shall mean the day on which the Eligible
Employee meets the requirements for participation in this Plan under Article
III.

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

         2.27 "Forfeiture" shall mean that portion of a Participant's Account
that is forfeitable as determined under the vesting schedule set forth in
Article VIII hereof. Forfeitures shall be applied against and proportionately
reduce future Employer Contributions; provided, however, that any such
Forfeitures shall not be so applied until the last day of the month immediately
following the month in which occurs the termination of employment of a
Participant with zero percent (0%) vesting.

         Therefore, a Forfeiture will only occur in the event of an occurrence
described in the preceding sentence, and only then shall the nonvested portion
of a Participant's Account be used to offset future Employer Contributions. Such
offset shall take place as of the last day of the Plan Year in which the
Forfeiture occurs.

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

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

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

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

         2.32 "Limitation Year" shall mean the Plan Year.

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

         2.34 "Non-Highly Compensated Employee" shall mean an Employee who is
not a Highly Compensated Employee.

         2.35 "Normal Retirement Date" shall mean the later of a Participant's
sixty-fifth (65th) birthday or the fifth anniversary of the Participant's date
of initial participation in the Plan.

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

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

         2.38 "Permissive Aggregation Group" shall mean a group of plans
consisting of the Required Aggregation Group and, at the election of the
Affiliated Employers, such other plan or plans not required to be included in
the Required Aggregation Group, provided the resulting group, taken as a whole,
would continue to satisfy the provisions of Code Section 401(a)(4) or 410.

         2.39 "Plan" shall mean The Southern Company Performance Sharing Plan as
described herein or as from time to time amended.

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

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

         2.42 "Required Aggregation Group" shall mean those plans that are
required to be aggregated as determined under this Section 2.42. In determining
a Required Aggregation Group hereunder, each plan of the Affiliated Employers in
which a Key Employee is a participant and each other plan of the Affiliated
Employers which enables any plan in which a Key Employee participates to meet
requirements of Code Section 401(a)(4) or 410 will be required to be aggregated.

         2.43 "Super-Top-Heavy Group" shall mean an Aggregation Group that would
be a Top-Heavy Group if 90% were substituted for 60% in Section 2.46.

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

         2.45 "Suspense Account" shall mean the total forfeitable portion of all
terminated or former Participants' Accounts which have not yet become available
to offset future Employer Contributions. The Suspense Account shall represent
the total of separate bookkeeping accounts established in the name of each
terminated or former Participant to represent his forfeitable percentage. (This
account shall be separate from the Code Section 415 suspense account referenced
in Section 5.2 hereof.) The Suspense Account shall always share in earnings or
losses of the Trust Fund and at the appropriate time shall be used to offset
future Employer Contributions. Forfeitures shall only remain in the Suspense
Account until such time as they become available to reduce future Employer
Contributions in accordance with Sections 2.27 and 8.2 hereof.

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

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

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

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

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

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

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

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

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

         For purposes of determining an Employee's eligibility to participate,
all Years of Service with an Affiliated Company shall be counted. For purposes
of determining an Employee's Years of Service for vesting credit, all Years of
Service with an Affiliated Company shall be counted provided that such Years of
Service are credited on or after the later of (i) January 1, 1997 or (ii) the
Employee's date of hire.

         Notwithstanding anything in this Section 2.51 to the contrary, an
Employee shall not receive credit for more than one Year of Service with respect
to any twelve-consecutive-month period.


<PAGE>


                                   ARTICLE III

                                  PARTICIPATION

3
         3.1 Eligibility Requirements. Each Eligible Employee who has completed
one (1) Year of Service for eligibility purposes on or before January 1, 1997
shall become a Participant in the Plan on January 1, 1997. Each other Eligible
Employee shall become a Participant in the Plan as of the Enrollment Date on
which he has completed one (1) Year of Service. Each Eligible Employee shall
direct the investment of his Account in accordance with Article VI and the
procedures established by the Committee.

         3.2 Participation upon Reemployment. If an Employee terminates his
employment with an Affiliated Employer and is subsequently reemployed as an
Eligible Employee, he shall become a Participant in the Plan as of the date of
his reemployment. Notwithstanding the foregoing, if such Eligible Employee did
not have a vested right to any portion of his Account balance at the time of his
termination from employment and at the time of his reemployment his consecutive
One-Year Breaks in Service exceed the greater of five (5) or his aggregate Years
of Service earned prior to his One-Year Break in Service, he shall be treated as
a new Employee for eligibility purposes.

         3.3 No Restoration of Previously Distributed Benefits. A Participant
who has terminated his employment with the Affiliated Employers at a time when
he is 100% vested in his Account and has received a full distribution of his
vested benefits pursuant to Section 9.5 hereof shall not be entitled to restore
the amount of such distribution to his Account if he is reemployed and again
becomes a Participant in the Plan. Notwithstanding the foregoing, a Participant
who terminates employment at a time when he is zero percent (0%) vested in his
Account and is deemed cashed-out of the Plan pursuant to Section 8.3 hereof, and
who returns to the employ of an Affiliated Employer before incurring five (5)
consecutive One-Year Breaks in Service shall be deemed to have bought back into
the Plan and shall be entitled to a restoration of his benefits as provided
under Section 8.3 hereof.

         3.4 Loss of Eligible Employee Status. If a Participant loses his status
as an Eligible Employee, but remains an Employee, such Participant shall be
ineligible to participate until the Enrollment Date coinciding with or next
following the date such Employee again becomes an Eligible Employee.

         3.5 Military Leave. Notwithstanding any provision of the Plan to the
contrary, contributions, benefits and service credit with respect to qualified
military service will be provided in accordance with Section 414(u) of the Code.


<PAGE>


                                   ARTICLE IV

                             EMPLOYER CONTRIBUTIONS
4
         4.1 Amount of Employer Contributions. The Board of Directors, in its
sole and absolute discretion, shall determine the amount of Employer
Contributions, if any, that shall be made by each Employing Company on behalf of
each Participant in its employ. The amount of Employer Contributions may be
determined based upon the performance of The Southern Company for the Plan Year
in question or by any other method determined by the Board of Directors that
provides for a definitely determinable benefit. The amount of Employer
Contributions shall be fixed by resolutions of the Board of Directors and
communicated to each Employing Company prior to the date such contribution, if
any, is required to be made. Contributions made pursuant to this Section 4.1
shall be paid to the Trustee no later than the time prescribed by law for filing
the Federal income tax return of the Employing Company, including any extensions
which have been granted for the filing of such tax return. The Employing
Companies may make contributions to the Plan without regard to current or
accumulated net profits for the taxable year ending with the Plan Year in
question. Notwithstanding the foregoing, the Plan shall be operated in a manner
so as to qualify as a profit sharing plan for purposes of Sections 401(a), 402,
412 and 417 of the Code.

         4.2 Allocation of Employer Contributions. The amount of the Employer
Contributions for a Plan Year shall be allocated as of the Valuation Date
coincident with the close of the Plan Year for which such contributions are
made. Notwithstanding the foregoing, such contributions shall not share in the
earnings or losses of the Trust Fund until the amounts are actually contributed
to the Trust Fund. Only those Participants who (i) are employed by an Employing
Company as an Eligible Employee on the last day of the Plan Year or (ii) were
employed by an Employing Company as an Eligible Employee during the Plan Year,
but retired, became disabled or died as an Eligible Employee during the Plan
Year shall be eligible to share in the allocation.

         Employer Contributions shall be allocated to each eligible
Participant's Account in proportion to the ratio which his Compensation for such
Plan Year bears to the Compensation of all Participants eligible to share in the
allocation.

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

         (a) Mistake. In the case of an Employing Company contribution which is
made by reason of a mistake of fact, such contribution shall be returned to the
Employing Company within one (1) year after the payment of the contribution.

         (b) Qualification. In the event that the Commissioner of Internal
Revenue determines that the Plan is not initially qualified under the Internal
Revenue Code, any Employing Company contributions made incident to that initial
qualification shall be returned to the Employing Company within one (1) year
after the date the initial qualification is denied, but only if the application
for qualification is made by the time prescribed by law for filing the Employing
Company's return for the taxable year in which the Plan is adopted, or such
later date as the Secretary of the Treasury may prescribe.

         (c) Deductibility. If any Employing Company contribution is determined
to be nondeductible under Section 404 of the Code, then such Employing Company
contribution, to the extent that it is determined to be nondeductible, shall be
returned to the Employing Company within one (1) year after the disallowance of
the deduction.

         The amount which may be returned to the Employing Company under this
Section 4.3 is the excess of (a) the amount contributed over (b) the amount that
would have been contributed had there not occurred a mistake of fact or a
mistake in determining the deduction. Earnings attributable to the excess
contribution shall not be returned to the Employing Company, but losses
attributable thereto shall reduce the amount to be so returned. If the
withdrawal of the amount attributable to the mistaken contribution would cause
the balance of the Account of any Participant to be reduced to less than the
balance which would have been in the Account had the mistaken amount not been
contributed, then the amount to be returned to the Employing Company shall be
limited so as to avoid such reduction.

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


<PAGE>


                                    ARTICLE V

                          LIMITATIONS ON CONTRIBUTIONS

5
         5.1      Section 415 Limitations.

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

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

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

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

                  (c) For purposes of this Section 5.1, wherever the term
         "compensation" is used, such term shall mean all amounts paid or made
         available to an Employee which are treated as compensation from an
         Affiliated Employer under Treasury Regulation Section 1.415-2(d)(2) and
         which are not excluded from compensation under Treasury Regulation
         Section 1.415-2(d)(3).

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

         5.2 Correction of Contributions in Excess of Section 415 Limits. If the
Annual Additions for a Participant exceed the limits of Section 5.1 as a result
of the allocation of Forfeitures, if any, a reasonable error in estimating a
Participant's annual compensation for purposes of the Plan or under other
limited facts and circumstances that the Commissioner of the Treasury finds
justify the availability of the rules set forth in this Section 5.2, the excess
amounts shall not be deemed Annual Additions if corrected by forfeiture of that
portion, or all, of the Employer Contributions (as adjusted for income and loss)
and any Forfeitures of Employer Contributions that were allocated to the
Participant's Account, if any, (as adjusted for income and loss), as is
necessary to ensure compliance with Section 5.1.

         Any amounts forfeited under this Section 5.2 shall be held in a
suspense account (which shall be separate from that Suspense Account defined in
Section 2.45 hereof) and shall be applied, subject to Section 5.1, toward
funding the Employer Contributions for the next succeeding Plan Year. Such
application shall be made prior to any Employing Company contributions that
would constitute Annual Additions. No income or investment gains and losses
shall be allocated to the suspense account provided for under this Section 5.2.
If any amount remains in a suspense account provided for under this Section 5.2
upon termination of this Plan, such amount will revert to the Employing
Companies notwithstanding any other provision of this Plan.

         5.3 Combination of Plans. Notwithstanding any provisions contained
herein to the contrary, in the event that a Participant participates in a
defined contribution plan or defined benefit plan required to be aggregated with
this Plan under Code Section 415(g) and the sum of the Defined Contribution Plan
Fraction and Defined Benefit Plan Fraction with respect to a Participant exceeds
the limitations contained in Section 5.1(b), corrective adjustments (a) for an
Employee shall not be made under this Plan until made under such other defined
benefit plan but (b) for an Employee whose distribution of benefit payments has
commenced under such other defined benefit plan shall be made under The Southern
Company Employee Stock Ownership Plan ("ESOP") and then, to the extent
necessary, under this Plan and then, to the extent necessary, under such other
defined benefit plan and then, to the extent necessary, under The Southern
Company Employee Savings Plan ("ESP"). If an Employee participates in more than
one defined contribution plan maintained by an Affiliated Employer and his
Annual Additions exceed the limitations of Section 5.1(a), corrective
adjustments shall be made first under the ESP and then, to the extent necessary,
under this Plan and then, to the extent necessary, under the ESOP.


<PAGE>


                                   ARTICLE VI

                           INVESTMENT OF CONTRIBUTIONS

6
         6.1 Investment Funds. Employer Contributions which are paid to the
Trustee shall be added to such one or more of the Investment Funds constituting
part of the Trust Fund and in such proportions and amounts as may be determined
in accordance with this Article VI. The Investment Funds shall be selected from
time to time by the Pension Fund Investment Review Committee of the Southern
Company System.

         6.2 Investment of Contributions. Each Participant shall direct, upon
his initial participation in the Plan and at such other times as may be directed
by the Committee, that his Account be invested in one or more of the Investment
Funds, provided such investments are made in one-percent (1%) increments. If a
Participant fails to make an investment direction upon his initial participation
in the Plan, such Participant's Account shall be invested in accordance with
procedures established by the Committee.

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

         6.4 Transfer of Assets between Funds. A Participant may direct in
accordance with the provisions of this Section 6.4 and such procedures
established by the Committee that all of his interest in an Investment Fund or
Funds attributable to amounts in his Account or any portion of such amount
(expressed in number of shares, whole dollar amounts, or one-percent (1%)
increments) to the credit of his Account be transferred and invested by the
Trustee as of such date in any other Investment Fund as designated by the
Participant. Such direction shall be effective as soon as practicable after it
is made.

         6.5 Change in Investment Direction. Any investment direction given by a
Participant shall continue in effect until changed by the Participant. A
Participant may change his investment direction as to the future contributions
and allocations to his Account in accordance with the procedures established by
the Committee, and such direction shall be effective as soon as practicable
after it is made.

         6.6 Section 404(c) Plan. This Plan is intended to be a plan described
in ERISA Section 404(c) and shall be interpreted in accordance with Department
of Labor Regulations Section 1.404c-1, which is incorporated herein by this
reference. The Committee shall take such actions as it deems necessary or
appropriate in its discretion to cause the Plan to comply with such
requirements, including, but not limited to, providing Participants with the
right to request and receive written confirmation of their investment
instructions.


<PAGE>


                                   ARTICLE VII


               MAINTENANCE AND VALUATION OF PARTICIPANTS' ACCOUNTS

7
         7.1 Establishment of Account. An Account shall be established for each
Participant to reflect his allocable share of Employer Contributions and the
earnings and/or losses thereon. Each Participant will be furnished a statement
of his Account at least annually and upon any distribution.

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

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



<PAGE>


                                  ARTICLE VIII

                             VESTING AND FORFEITURES

         8 8.1 Vesting. The amount to the credit of a Participant's Account
shall become fully vested and nonforfeitable upon the earlier of:

         (a)      the date the Participant completes five (5) Years of Service
                  for vesting purposes; or

         (b)      the date the Participant reaches his Normal Retirement Date.

         8.2 Forfeitures. That portion of the Account to which the Participant
is not entitled shall be credited to the Suspense Account (which will always
share in earnings or losses of the Trust) and at such time as the amount becomes
available as a Forfeiture shall be applied to reduce the next ensuing Employer
Contribution.

         8.3 Deemed Cash-out and Deemed Buy-back. Any Participant who terminates
employment for any reason at a time when he is zero percent (0%) vested in his
Account shall be deemed cashed out of the Plan as of the last day of the month
immediately following the month in which occurs his termination of employment.
If the terminated Participant returns to the employ of an Affiliated Employer
before incurring five (5) consecutive One-Year Breaks in Service, he shall be
entitled to a restoration of his benefits under the Plan in an amount not less
than that amount determined as of the last day of the month immediately
following the month in which occurs his termination of employment, unadjusted by
any subsequent gains or losses. The permissible sources for restoration of
accrued benefits are subsequent (a) income or gain to the Plan; (b) Forfeitures;
or (c) Employer Contributions. Restoration of accrued benefits to which an
Employee is entitled under this Section shall be made, as deemed necessary and
proper by the Committee, from one or more of the permissible sources named above
prior to the normal allocation of such funds under this Plan.

         8.4      Vesting after One-Year Break in Service.

         (a) A terminated Participant who is reemployed after incurring a
One-Year Break in Service shall be entitled to receive credit for vesting
purposes for Years of Service earned prior to the One-Year Break in Service
subject to the following rules:

                  (1) If he had a vested right to all or a portion of his
                  Account balance derived from Employer Contributions at the
                  time of his termination of employment, he shall receive credit
                  for Years of Service earned prior to his One-Year Break in
                  Service upon his date of reemployment.

                  (2) If he did not have a vested right to all or any portion of
                  his Account balance derived from Employer Contributions at the
                  time of his termination of employment, he shall receive credit
                  for Years of Service earned prior to his One-Year Break in
                  Service provided his number of consecutive One-Year Breaks in
                  Service is less than the greater of five (5) or his aggregate
                  Years of Service earned before his One-Year Break in Service.

         (b) No Years of Service earned after five (5) consecutive One-Year
Breaks in Service shall be taken into account in determining a Participant's
nonforfeitable percentage in his Account balance attributable to Employer
Contributions that were made prior to such five-year period.




<PAGE>


                                   ARTICLE IX

                          DISTRIBUTION TO PARTICIPANTS


         9.1 Distribution upon Retirement. When a Participant attains his Normal
Retirement Date as an Employee, the full value of his Account shall become
nonforfeitable. If a Participant's employment with the Affiliated Employers is
terminated as a result of his retirement pursuant to the defined benefit pension
plan of an Affiliated Employer, the entire balance credited to his Account shall
be payable to him in such method as elected under Section 9.6 hereof, at such
time as requested by the Participant subject to Section 9.7 hereof, and in
accordance with the procedures established by the Committee.

         Notwithstanding the foregoing, the Committee shall direct payment in a
single lump sum to such Participant if the balance of his Account does not
exceed $3,500 in accordance with the requirements of Code Section 411(a)(11).
The Committee shall not cash out any Participant whose Account balance exceeds
$3,500 without the written consent of the Participant.

         9.2 Distribution upon Disability. If a Participant's employment with
the Affiliated Employers is terminated prior to his Normal Retirement Date by
reason of his total and permanent disability, as determined by the Social
Security Administration and evidenced in a writing provided to the Committee,
such disabled Participant shall be entitled to receive the vested balance
credited to his Account in a single lump sum in cash, at such time as requested
by the Participant or such legal representative subject to Section 9.7 hereof,
and in accordance with the procedures established by the Committee.

         Notwithstanding the foregoing, the Committee shall direct payment in a
single lump sum to such Participant or his legal representative if the balance
of such Participant's Account does not exceed $3,500 in accordance with the
requirements of Code Section 411(a)(11). The Committee shall not cash out any
Participant whose Account balance exceeds $3,500 without the written consent of
Participant.

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

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

         Any consent necessary under this Section 9.4 shall be valid and
effective only with respect to the Surviving Spouse who signs the consent or, in
the event of a deemed consent, only with respect to a designated Surviving
Spouse.

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

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

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

                  (b)      the Participant's children, equally,

                  (c)      the Participant's parents, equally,

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

                  (e)      the Participant's executors or administrators.

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

         9.5 Distribution upon Termination of Employment. If a Participant's
employment with the Affiliated Employers is terminated for any reason other than
in accordance with Sections 9.1, 9.2, and 9.3, and the Participant has completed
five (5) Years of Service for vesting purposes, the balance to the credit of the
Participant's Account shall be payable to him in a single lump sum distribution
in cash, at such time requested by the Participant subject to Section 9.7
hereof, and in accordance with procedures established by the Committee.

         Notwithstanding the foregoing, the Committee shall direct payment in a
single lump sum to such Participant if the balance of his Account does not
exceed $3,500 in accordance with the requirements of Code Section 411(a)(11).
The Committee shall not cash out any Participant whose Account balance exceeds
$3,500 without the written consent of the Participant.

         9.6 Method of Payment Upon Retirement. A Participant separating from
service with the Affiliated Employers pursuant to Section 9.1 shall elect a form
of benefit payment and a time for commencement of distribution of any benefits
under the Plan as provided hereinafter. The Participant shall select one of the
following alternative forms of distribution of the Participant's Account:

                  (a)      A single lump sum distribution in cash; or

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

         If a Participant who is receiving installment payments in accordance
with paragraph (b) above shall establish to the satisfaction of the Committee,
in accordance with principles and procedures established by the Committee which
are applicable to all persons similarly situated, that a financial emergency
exists in his affairs, such as illness or accident to the Participant or a
member of his immediate family or other similar contingency, the Committee may,
for the purpose of alleviating such emergency, accelerate the time of payment of
some or all of the remaining installments. If a Participant dies before
receiving all of the amount to the credit of his Account in accordance with
paragraph (b) above, the amount remaining to the credit of his Account at his
death shall be distributed to his Beneficiary as soon as practicable in
accordance with Section 9.4.

         9.7      Commencement of Benefits.

                  (a) Notwithstanding any other provision of the Plan, and
         except as further provided in Section 9.7(b) below, if the Participant
         does not elect to defer commencement of his benefit payments, the
         payment of his benefits shall begin at the Participant's election no
         later than the sixtieth (60th) day after the close of the Plan Year in
         which the latest of the following events occurs:

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

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

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

                  (b) In no event shall the distribution of amounts in a
         Participant's Account commence later than the April 1 of the calendar
         year following the later of the calendar year in which the Participant
         attains age 70 1/2 or terminates employment with the Affiliated
         Employers, in accordance with regulations prescribed by the Secretary
         of the Treasury. Notwithstanding the foregoing, the payment of benefits
         to a Participant who is more than a five-percent (5%) owner of The
         Southern Company or any Affiliated Employer (as determined pursuant to
         Code Section 416) with respect to the Plan Year ending in the calendar
         year in which the Participant attains age 70 1/2 shall begin not later
         than April 1, of the calendar year following the calendar year in which
         the Participant attains age 70 1/2 regardless of the Participant's
         termination from employment.

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

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

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

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

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

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

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

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

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

         9.12 Form of Payment. All distributions under this Article IX shall be
made in the form of cash.


<PAGE>


                                    ARTICLE X

                           ADMINISTRATION OF THE PLAN


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

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

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

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

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

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

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

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

         10.9 General Records. The Committee shall maintain or cause to be
maintained an Account which accurately reflects the interest of each
Participant, as provided for in Section 7.1, and shall maintain or cause to be
maintained all necessary books of account and records with respect to the
administration of the Plan. The Committee shall mail or cause to be mailed to
Participants reports to be furnished to Participants in accordance with the Plan
or as may be required by ERISA. Any notices, reports, or statements to be given,
furnished, made, or delivered to a Participant shall be deemed duly given,
furnished, made, or delivered when addressed to the Participant and delivered to
the Participant in person or mailed by ordinary mail to his address last
communicated to the Committee (or its delegate) or of his Employing Company.

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

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

         10.12 Expenses of Plan and Trust Fund. The expenses of establishment of
the Plan and the Trust Fund, including all fees of the Trustee, auditors, and
counsel, shall be paid by the Company or the Employing Companies.
Notwithstanding the foregoing, all other expenses related to the administration
of the Plan shall be paid from the Trust Fund either directly or through
reimbursement of the Company or the Employing Companies. Any expenses directly
related to the investments of the Trust Fund, such as stock transfer taxes,
brokerage commissions, or other charges incurred in the acquisition or
disposition of such investments, shall be paid from the Trust Fund (or from the
particular Investment Fund to which such fees or expenses relate) and shall be
deemed to be part of the cost of such securities or deducted in computing the
proceeds therefrom, as the case may be. Investment management fees for the
Investment Funds shall be paid from the particular Investment Fund to which they
relate either directly or through reimbursement of the Company or the Employing
Companies unless the Company or the Employing Company do not elect to receive
reimbursement for payment of such expenses. Taxes, if any, on any assets held or
income received by the Trustee shall be charged appropriately against the
Accounts of Participants as the Committee shall determine. Any expenses paid by
the Company pursuant to Section 10.11 and this Section shall be subject to
reimbursement by other Employing Companies of their proportionate shares of such
expenses as determined by the Committee.

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

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

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

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

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

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

         10.17 Multiple Fiduciary Capacities. Any person or group of persons may
serve in more than one fiduciary capacity with respect to the Plan, and any
fiduciary with respect to the Plan may serve as a fiduciary with respect to the
Plan in addition to being an officer, employee, agent, or other representative
of a party in interest, as that term is defined in ERISA.

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


<PAGE>


                                   ARTICLE XI

                               TRUSTEE OF THE PLAN

11
         11.1 Trustee. The Company has entered into a Trust Agreement with the
Trustee to hold the funds necessary to provide the benefits set forth in the
Plan. If the Board of Directors so determines, the Company may enter into a
Trust Agreement or Trust Agreements with additional trustees. Any Trust
Agreement may be amended by the Company from time to time in accordance with its
terms. Any Trust Agreement shall provide, among other things, that all funds
received by the Trustee thereunder will be held, administered, invested, and
distributed by the Trustee, and that no part of the corpus or income of the
Trust held by the Trustee shall be used for or diverted to purposes other than
for the exclusive benefit of Participants or their Beneficiaries, except as
otherwise provided in the Plan. Any Trust Agreement may also provide that the
investment and reinvestment of the Trust Fund, or any part thereof may be
carried out in accordance with directions given to the Trustee by any investment
manager or investment managers, as that term is defined in ERISA, who may be
appointed by the Board of Directors (upon recommendation by the Pension Fund
Investment Review Committee). The Board of Directors may remove any Trustee or
any successor Trustee, and any Trustee or any successor Trustee may resign. Upon
removal or resignation of a Trustee, the Board of Directors shall appoint a
successor Trustee.

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

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

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


<PAGE>


                                   ARTICLE XII

                      AMENDMENT AND TERMINATION OF THE PLAN

12
         12.1 Amendment of the Plan. The Plan may be amended or modified by the
Board of Directors pursuant to its written resolutions at any time and from time
to time; provided, however, that no such amendment or modification shall make it
possible for any part of the corpus or income of the Trust Fund to be used for
or diverted to purposes other than for the exclusive benefit of Participants or
their Beneficiaries under the Plan, including such part as is required to pay
taxes and administration expenses of the Plan. The Plan may also be amended or
modified by the Committee (a) if such amendment or modification does not involve
a substantial increase in cost to any Employing Company, or (b) as may be
necessary, proper, or desirable in order to comply with laws or regulations
enacted or promulgated by any federal or state governmental authority and to
maintain the qualification of the Plan under Sections 401(a) and 501(a) of the
Code and the applicable provisions of ERISA.

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

         If the vesting schedule of the Plan is amended, in the case of an
Eligible Employee who is a Participant as of the later of the date such
amendment is adopted or the date it becomes effective, the nonforfeitable
percentage (determined as of such date) of such Eligible Employee's right to his
Account will not be less than his percentage computed under the Plan without
regard to such amendment.

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

         In the event of termination of the Plan or partial termination or upon
complete discontinuance of contributions under the Plan by all Employing
Companies or by any one Employing Company, the amount to the credit of the
Account of each Participant whose Employing Company shall be affected by such
termination, partial termination or discontinuance shall be immediately fully
vested and nonforfeitable. Each affected Participant's Account balances shall be
determined as of the next Valuation Date and shall be distributed to him or his
Beneficiary thereafter at such time or times and in such nondiscriminatory
manner as is determined by the Committee.

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



<PAGE>


                                  ARTICLE XIII

                             TOP-HEAVY REQUIREMENTS

         13.1 Top-Heavy Plan Requirements. For any Plan Year the Plan shall be
determined to be a top-heavy plan, the Plan shall provide the minimum allocation
and vesting requirements of Sections 13.3 and 13.4.

         13.2     Determination of Top-Heavy Status.

                  (a) The Plan shall be determined to be a top-heavy plan, if,
         as of the Determination Date, the sum of the Aggregate Accounts of Key
         Employees under this Plan exceeds 60% of the Aggregate Accounts of all
         Employees entitled to participate in this Plan.

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

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

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

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

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

         13.3     Minimum Allocation for Top-Heavy Plan Years.

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

                  (b) For purposes of the minimum allocation of Section 13.3(a),
         the percentage allocated to the Account of any Key Employee shall be
         equal to the ratio of the Employing Company contributions allocated on
         behalf of such Key Employee divided by the compensation of such Key
         Employee for that Plan Year.

                  (c) For any top-heavy Plan Year, the minimum allocations of
         Section 13.3(a) shall be allocated to the Accounts of all non-Key
         Employees who are Participants and who are employed by the Affiliated
         Employers on the last day of the Plan Year.

                  (d) Notwithstanding the foregoing, in any Plan Year in which a
         non-Key Employee is a Participant in both this Plan and a defined
         benefit plan, and both such plans are top-heavy plans, the Affiliated
         Employers shall not be required to provide a non-Key Employee with both
         the full separate minimum defined benefit and the full separate defined
         contribution plan allocations. Therefore, if a non-Key Employee is
         participating in a defined benefit plan maintained by the Affiliated
         Employers and the minimum benefit under Code Section 416(c)(1) is
         provided the non-Key Employee under such defined benefit plan, the
         minimum allocation provided for above shall not be applicable, and no
         minimum allocation shall be made on behalf of the non-Key Employee.
         Alternatively, the Employing Company may satisfy the minimum allocation
         requirement of Code Section 416(c)(2) for the non-Key Employee by
         providing any combination of benefits and/or contributions that satisfy
         the safe harbor rules of Treasury Regulation Section 1.416-1(M-12).

         13.4 Minimum Vesting. Notwithstanding the provisions of Section 8.1(a)
hereof, if a Participant's termination of employment occurs while the Plan is a
Top-Heavy Plan, such Participant's vested percentage in his Account shall not be
less than the percentage determined in accordance with the following schedule:

  Completed                 Nonforfeitable           Forfeitable
Years of Service             Percentage              Percentage

Less than 3                      0%                     100%
3 or more                       100%                     0%

         If in any subsequent Plan Year the Plan ceases to be a Top-Heavy Plan,
the Committee may, in its sole discretion, elect to (a) continue to apply this
vesting schedule in determining the vested portion of any Participant's Account,
or (b) revert to the vesting schedule set forth in Section 8.1(a) hereof. Any
such reversion shall be treated as an amendment to the Plan.

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

                  (a) In the case of an Employee who is a participant in a
         defined benefit plan and a defined contribution plan maintained by the
         Affiliated Employers, and such plans as a group are determined to be
         top heavy for any limitation year beginning after December 31, 1983,
         "1.0", shall be substituted for "1.25" in each place it appears in the
         denominators of the Defined Benefit Plan Fraction and Defined
         Contribution Plan Fraction, unless the extra minimum benefit is
         provided pursuant to Section 13.5(b) below. Super-top-heavy plans and
         plans in a Super-Top-Heavy Group shall be required at all times to
         substitute "1.0" for "1.25" in the denominator of each plan fraction.

                  (b) If a Key Employee is a participant in both a defined
         benefit plan and a defined contribution plan that are both part of a
         Top-Heavy Group (but neither of such plans is a super-top-heavy plan),
         the Defined Benefit Plan Fraction and the Defined Contribution Plan
         Fraction shall remain unchanged, provided the Account of each non-Key
         Employee who is a Participant receives an extra allocation (in addition
         to the minimum allocation in Section 13.3(a)) equal to not less than 1%
         of such non-Key Employee's compensation.

                  (c) For purposes of this Section 13.5, if the sum of the
         Defined Benefit Plan Fraction and the Defined Contribution Plan
         Fraction shall exceed 1.0 in any Plan Year for any Participant in this
         Plan, the Affiliated Employers shall eliminate any amounts in excess of
         the limits set forth in Section 5.1(b), pursuant to Section 5.3 of the
         Plan.


<PAGE>


                                   ARTICLE XIV

                               GENERAL PROVISIONS

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

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

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

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

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

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

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

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

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

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


         IN WITNESS WHEREOF, the Company has caused The Southern Company
Performance Sharing Plan to be executed this day of _______________, 1997, to be
effective as of January 1, 1997.

                                    SOUTHERN COMPANY SERVICES, INC.



                                      By:

                                      Its:


                                     Attest:


                                      By:

                                      Its:





<PAGE>



                        APPENDIX A - EMPLOYING COMPANIES


The Employing Companies as of January 1, 1997 are:

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