Exhibit 10(a)64










                              THE SOUTHERN COMPANY

                            SUPPLEMENTAL BENEFIT PLAN

                              Troutman Sanders LLP

                           600 Peachtree Street, N.E.

                        Suite 5200 Bank of America Plaza

                           Atlanta, Georgia 30308-2216

                                 (404) 885-3000

                Amended and Restated Effective as of May 1, 2000



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                              THE SOUTHERN COMPANY

                            SUPPLEMENTAL BENEFIT PLAN

                                                                            Page

ARTICLE I - PURPOSE AND ADOPTION OF PLAN..................................1
         1.1 Adoption.....................................................1
         1.2 Purpose......................................................2


ARTICLE II - DEFINITIONS..................................................3
         2.1 Account......................................................3
         2.2 Administrative Committee.....................................3
         2.3 Beneficiary..................................................3
         2.4 Board of Directors...........................................3
         2.5 Change in Control Benefit Plan Determination Policy..........3
         2.6 Code 3
         2.7 Common Stock.................................................3
         2.8 Company......................................................3
         2.9 Deferred Compensation Plan...................................3
         2.10 Effective Date..............................................3
         2.11 Employee....................................................3
         2.12 Employing Company...........................................4
         2.13 ESOP........................................................4
         2.14 Non-Pension Benefit.........................................4
         2.15 Participant.................................................4
         2.16 Pension Benefit.............................................4
         2.17 Pension Plan................................................4
         2.18 Performance Sharing Plan....................................4
         2.19 Phantom Common Stock........................................4
         2.20 Plan........................................................4
         2.21 Plan Year...................................................4
         2.22 Purchase Price..............................................5
         2.23 Sales Price.................................................5
         2.24 Savings Plan................................................5
         2.25 Southern Board..............................................5
         2.26 Southern Company............................................5
         2.27 "Spin-Off Date".............................................5
         2.28 Trust.......................................................5
         2.29 Valuation Date..............................................5


ARTICLE III - ADMINISTRATION OF PLAN......................................7
         3.1 Administrator................................................7
         3.2 Powers.......................................................7
         3.3 Duties of the Administrative Committee.......................8
         3.4 Indemnification..............................................9


ARTICLE IV - ELIGIBILITY.................................................10
         4.1 Eligibility Requirements....................................10
         4.2 Determination of Eligibility................................10
         4.3  Eligibility  of  Employees  of Savannah  Electric and
                  Power Company..........................................11


ARTICLE V - BENEFITS.....................................................12
         5.1 Pension Benefit.............................................12
         5.2 Non-Pension Benefit.........................................13
         5.3 Distribution of Benefits....................................15
         5.4 Allocation of Pension Benefit Liability.....................19
         5.5 Funding of Benefits.........................................20
         5.6 Withholding.................................................21
         5.7 Recourse Against Deferred Compensation Trust................21
         5.8 Change in Control...........................................21


ARTICLE VI - MISCELLANEOUS...............................................22
         6.1 Assignment..................................................22
         6.2 Amendment and Termination...................................22
         6.3 No Guarantee of Employment..................................22
         6.4 Construction................................................22



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                              THE SOUTHERN COMPANY

                            SUPPLEMENTAL BENEFIT PLAN

                    ARTICLE I - PURPOSE AND ADOPTION OF PLAN

         1.1 Adoption: The Southern Company Supplemental Benefit Plan, effective
as of May 1, 2000 and hereinafter set forth (the "Plan"), is a modification and
continuation of the Supplemental Benefit Plan for Southern Company Services,
Inc. which originally became effective January 1, 1983, and was last amended and
restated effective July 10, 2000. Prior to that restatement, the Plan was last
restated effective January 1, 1998, and was subsequently amended by the First
Amendment dated April 15, 1999.

         Effective January 1, 1998, the following other plans were merged into
the Plan:

o        Supplemental Benefit Plan for Alabama Power Company

o        Supplemental Benefit Plan for Georgia Power Company

o        Supplemental Benefit Plan for Gulf Power Company

o        Supplemental Benefit Plan for Mississippi Power Company

o        Supplemental Benefit Plan for Southern Company Services, Inc. and
         Southern Electric International, Inc., as adopted by Southern
         Communications Services, Inc.

o        Supplemental Benefit Plan for Southern Company Services, Inc. and
         Southern Electric International, Inc., as adopted by Southern
         Development and Investment Group, Inc.

o        Supplemental Benefit Plan for Southern Nuclear Operating Company, Inc.

         Employees participating in the merged plans and employed by an
Employing Company on January 1, 1998 became immediately covered under the Plan;
provided, however, that the terms of the prior plans govern an Employee's
circumstances with regard to actions taken or occurring before January 1, 1998.
The benefits of former Employees who retired before January 1, 1998 are payable
in accordance with the provisions of the prior plans.

         1.2 Purpose: The Plan is designed to provide certain retirement and
other deferred compensation benefits primarily for a select group of management
or highly compensated employees which are not otherwise payable or cannot
otherwise be provided by the Employing Companies (1) under The Southern Company
Pension Plan, The Southern Company Employee Savings Plan, The Southern Company
Employee Stock Ownership Plan and The Southern Company Performance Sharing Plan,
as a result of the limitations set forth under Sections 401(a)(17), 401(k),
401(m), 402(g), or 415 of the Internal Revenue Code of 1986, as amended from
time to time; and (2) to compensate for lost benefits resulting from
participation in The Southern Company Deferred Compensation Plan, as amended
from time to time. The Plan shall be an unfunded deferred compensation
arrangement whose benefits shall be paid solely from the general assets of the
Employing Companies.

         The Plan, as amended and restated herein, is intended to benefit only
employees who complete an Hour of Service on or after May 1, 2000. Any employees
or former employees who ceased to participate in the Plan for any reason prior
to May 1, 2000 shall be governed by the Plan as in effect on the date their
participation ceased.

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                            ARTICLE II - DEFINITIONS

         2.1 "Account" shall mean the total amount credited to the account of a
Participant to reflect the interest of a Participant in the Plan resulting from
a Participant's Non-Pension Benefit calculated in accordance with Section 5.2.

          2.2 "Administrative Committee" shall mean the committee referred to in
Section 3.1 hereof.

          2.3 "Beneficiary" shall mean any person, estate, trust, or
organization entitled to receive any payment under the Plan upon the death of a
Participant.

          2.4 "Board of Directors" shall mean the Board of Directors of the
Company.

          2.5 "Change in Control Benefit Plan Determination Policy" shall mean
the Change in Control Benefit Plan Determination Policy, as approved by the
Southern Board, as it may be amended from time to time in accordance with the
provisions therein.

          2.6 "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.

         2.7      "Common Stock" shall mean common stock of Southern Company.

         2.8      "Company" shall mean Southern Company Services, Inc.

         2.9 "Deferred Compensation Plan" shall mean The Southern Company
Deferred Compensation Plan, as amended from time to time.

          2.10 "Effective Date" of this amendment and restatement shall mean May
1, 2000.

          2.11 "Employee" shall mean any person who is currently employed by an
Employing Company.

          2.12 "Employing Company" shall mean the Company and any affiliate or
subsidiary of Southern Company which the Board of Directors may from time to
time determine to bring under the Plan and any successor to them. The Employing
Companies are set forth in Appendix A to the Plan, as amended from time to time.

          2.13 "ESOP" shall mean The Southern Company Employee Stock Ownership
Plan, as amended from time to time.

          2.14 "Non-Pension Benefit" shall mean the benefit described in Section
5.2.

          2.15 "Participant" shall mean an Employee or former Employee of an
Employing Company who is eligible and participates in the Plan pursuant to
Sections 4.1 and 4.2.

          2.16 "Pension Benefit" shall mean the benefit described in Section
5.1.

          2.17 "Pension Plan" shall mean The Southern Company Pension Plan, as
amended from time to time.

          2.18 "Performance Sharing Plan" shall mean The Southern Company
Performance Sharing Plan, as amended from time to time.

          2.19 "Phantom Common Stock" shall mean the Common Stock in which a
Participant is deemed to invest his Non-Pension Benefit as if such Common Stock
had been purchased upon contribution to the Savings Plan, the ESOP and/or the
Performance Sharing Plan, as the case may be.

          2.20 "Plan" shall mean The Southern Company Supplemental Benefit Plan,
as amended from time to time.

          2.21 "Plan Year" shall mean the calendar year.

          2.22 "Purchase Price" shall mean for purposes of deemed purchases of
Phantom Common Stock the following: (a) with respect to the Savings Plan and the
Performance Sharing Plan, the weighted average purchase price of a share of the
Common Stock under the Savings Plan as of the applicable Valuation Date; (b)
with respect to any investment of dividends attributable to Phantom Common
Stock, the dividend reinvestment price of a share of the Common Stock under the
Savings Plan as of the applicable Valuation Date; and (c) with respect to the
ESOP, the price at which a share of Common Stock is purchased with regard to a
contribution made for each applicable Plan Year.

         2.23 "Sales Price" shall mean the weighted average sales price of a
share of Common Stock under the Savings Plan as of each applicable Valuation
Date.

          2.24 "Savings Plan" shall mean The Southern Company Employee Savings
Plan, as amended from time to time.

          2.25 "Southern Board" shall mean the board of directors of Southern
Company.

          2.26 "Southern Company" shall mean Southern Company, its successors
and assigns.

          2.27 "Spin-Off Date" shall mean the "Group Status Change Date" as
defined in the Employee Matters Agreement between Mirant Corporation (formerly
Southern Energy, Inc.) ("Mirant") and The Southern Company (i.e., April 2,
2001).

          2.28 "Trust" shall mean the Southern Company Deferred Compensation
Trust.

          2.29 "Valuation Date" shall mean each business day of the New York
Stock Exchange. Where the context requires, the definitions of all terms set
forth in the Pension Plan, the ESOP, the Performance Sharing Plan, the Savings
Plan and the Deferred Compensation Plan shall apply with equal force and effect
for purposes of interpretation and administration of the Plan, unless said terms
are otherwise specifically defined in the Plan. The masculine pronoun shall be
construed to include the feminine pronoun and the singular shall include the
plural, where the context so requires.

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                      ARTICLE III - ADMINISTRATION OF PLAN

         3.1 Administrator. The general administration of the Plan shall be
placed in the Administrative Committee. The Administrative Committee shall
consist of the Senior Vice President, Human Resources of The Southern Company,
the Vice President, System Compensation and Benefits of The Southern Company and
the Comptroller of The Southern Company or any other position or positions that
succeed to the duties of the foregoing positions. Any member may resign or may
be removed by the Board of Directors and new members may be appointed by the
Board of Directors at such time or times as the Board of Directors in its
discretion shall determine. The Administrative Committee shall be chaired by the
Senior Vice President, Human Resources of The Southern Company and may select a
Secretary (who may, but need not, be a member of the Administrative Committee)
to keep its records or to assist it in the discharge of its duties. A majority
of the members of the Administrative Committee shall constitute a quorum for the
transaction of business at any meeting. Any determination or action of the
Administrative Committee may be made or taken by a majority of the members
present at any meeting thereof, or without a meeting by resolution or written
memorandum concurred in by a majority of the members.

         3.2 Powers. The Administrative Committee shall administer the Plan in
accordance with its terms and shall have all powers necessary to carry out the
provisions of the Plan more particularly set forth herein. It shall have the
discretion to interpret the Plan and shall determine all questions arising in
the administration, interpretation and application of the Plan. Any such
determination by it shall be conclusive and binding on all persons. It may adopt
such regulations as it deems desirable for the conduct of its affairs. It may
appoint such accountants, counsel, actuaries, specialists and other persons as
it deems necessary or desirable in connection with the administration of this
Plan, and shall be the agent for the service of process.

         3.3      Duties of the Administrative Committee.
                  (a) The Administrative Committee is responsible for the daily
administration of the Plan. It may appoint other persons or entities to perform
any of its fiduciary functions. The Administrative Committee and any such
appointee may employ advisors and other persons necessary or convenient to help
it carry out its duties, including its fiduciary duties. The Administrative
Committee shall have the right to remove any such appointee from his position.
Any person, group of persons or entity may serve in more than one fiduciary
capacity.

                  (b) The Administrative Committee shall maintain accurate and
detailed records and accounts of Participants and of their rights under the Plan
and of all receipts, disbursements, transfers and other transactions concerning
the Plan. Such accounts, books and records relating thereto shall be open at all
reasonable times to inspection and audit by persons designated by the
Administrative Committee.

                  (c) The Administrative Committee shall take all steps
necessary to ensure that the Plan complies with the law at all times. These
steps shall include such items as the preparation and filing of all documents
and forms required by any governmental agency; maintaining of adequate
Participants' records; recording and transmission of all notices required to be
given to Participants and their Beneficiaries; the receipt and dissemination, if
required, of all reports and information received from an Employing Company;
securing of such fidelity bonds as may be required by law; and doing such other
acts necessary for the proper administration of the Plan. The Administrative
Committee shall keep a record of all of its proceedings and acts, and shall keep
all such books of account, records and other data as may be necessary for proper
administration of the Plan.

         3.4 Indemnification. The Employing Companies shall indemnify the
Administrative Committee against any and all claims, losses, damages, expenses
and liability arising from an action or failure to act, except when the same is
finally judicially determined to be due to gross negligence or willful
misconduct. The Employing Companies may purchase at their own expense sufficient
liability insurance for the Administrative Committee to cover any and all
claims, losses, damages and expenses arising from any action or failure to act
in connection with the execution of the duties as Administrative Committee. No
member of the Administrative Committee who is also an Employee of the Employing
Companies shall receive any compensation from the Plan for his services in
administering the Plan.

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                            ARTICLE IV - ELIGIBILITY

         4.1 Eligibility Requirements. Subject to Section 4.3, all Employees who
are determined eligible to participate in accordance with Section 4.2: (a) whose
benefits under the Pension Plan are limited by the limitations set forth in
Sections 401(a)(17) or 415 of the Code, (b) for whom contributions by their
Employing Company to the Savings Plan are limited by the limitations set forth
in Sections 401(a)(17), 401(k), 401(m), 402(g) or 415 of the Code, (c) for whom
contributions by their Employing Company to the ESOP are limited by the
limitations set forth in Sections 401(a)(17) or 415 of the Code, (d) for whom
contributions by their Employing Company to the Performance Sharing Plan are
limited by the limitations set forth in Sections 401(a)(17) or 415 of the Code,
or (e) who make deferrals under the Deferred Compensation Plan, shall be
eligible to receive benefits under the Plan.

         4.2 Determination of Eligibility. The Administrative Committee shall
determine which Employees are eligible to participate. Upon becoming a
Participant, an Employee shall be deemed to have assented to the Plan and to any
amendments hereafter adopted. The Administrative Committee shall be authorized
to rescind the eligibility of any Participant if necessary to ensure that the
Plan is maintained primarily for the purpose of providing deferred compensation
to a select group of management or highly compensated employees under the
Employee Retirement Income Security Act of 1974, as amended. In addition, a
Participant shall not be eligible for a Pension Benefit under the Plan unless
such Participant shall be entitled to a vested benefit under the Pension Plan.
If an Employee who was employed by Mirant Corporation (f/k/a Southern Energy,
Inc.) ("Mirant") or an affiliate thereof on or after April 2, 2001 is thereafter
employed by an Affiliated Employer, he shall be treated the same as a new hire
and none of his service with Mirant shall be considered as Accredited Service
under Section 5.1.

          4.3 Eligibility of Employees of Savannah Electric and Power Company.

                  (a) Employees of Savannah Electric and Power Company meeting
the requirements of Sections 4.1 and 4.2 on or after January 1, 1997 shall be
eligible to participate in the Plan provided that such employees are not
participating in the Supplemental Executive Retirement Plan of Savannah Electric
and Power Company. Such Employees' benefits shall include any accruals for the
Plan Year ending December 31, 1997 as determined in accordance with Sections 5.1
and 5.2.

                  (b) Notwithstanding paragraph (a) above, Employees of Savannah
Electric and Power Company who have participated in The Southern Company
Deferred Compensation Plan on and after January 1, 1996, shall be eligible to
participate in the Plan but only to the extent that the Plan compensates
employees for lost benefits resulting from participation in The Southern Company
Deferred Compensation Plan. Such Employees' benefits shall include any accruals
permitted under the preceding sentence for Plan Years ending December 31, 1996
and December 31, 1997 determined in accordance with Sections 5.1 and 5.2.

<PAGE>

                              ARTICLE V - BENEFITS

         5.1      Pension Benefit.
                  (a) Each Participant shall be entitled to a Pension Benefit
equal to that portion of his Retirement Income under the Pension Plan which is
not payable under the Pension Plan as a result of the exclusion of compensation
deferred under the Deferred Compensation Plan and/or the limitations imposed by
Sections 401(a)(17) or 415(b) of the Code. When determining a Participant's
Pension Benefit, the Participant's years of Accredited Service shall include any
deemed Accredited Service provided under the terms of any agreement concerning
supplemental pension payments between the Participant and an Employing Company.

                  (b) For purposes of this Section 5.1, the Pension Benefit of a
Participant shall be calculated based on the Participant's Earnings that are
considered under the Pension Plan in calculating his Retirement Income, as
modified below, without regard to the limitation of Section 401(a)(17) of the
Code. For purposes of determining the Participant's Earnings, all incentive pay
earned while he is an Employee under any annual group incentive plans, as
defined in Section 5.2 of the Pension Plan, shall be considered, provided such
incentive award was earned on or after January 1, 1994. Alternatively, if it
produces greater Earnings, all incentive pay paid or that would have been paid
but for an election to defer such incentive award under the Deferred
Compensation Plan to the Participant under any annual group incentive plans, as
defined in Section 5.2 of the Pension Plan, shall be considered, provided such
incentive pay was paid or deferred on or after January 1, 1995. However,
incentive pay shall only be included in the Participant's Earnings for purposes
of calculating the Participant's Pension Benefit using the 1.25% formula
described in Section 5.2 of the Pension Plan.

                  (c) To the extent that a Participant's Retirement Income under
the Pension Plan is recalculated as a result of an amendment to the Pension
Plan, the Participant's Pension Benefit shall also be recalculated in
determining payments of the Participant's Pension Benefit made on or after the
effective date of such Pension Plan recalculation.

         5.2      Non-Pension Benefit.
                  (a) A Participant shall be entitled to a Non-Pension Benefit
which is determined under this Section 5.2. An Account shall be established for
the Participant as of his initial Plan Year of participation in the Plan. Each
Plan Year, such Account shall be credited with an amount equal to the amount
that his Employing Company is prohibited from contributing (1) to the Savings
Plan on behalf of the Participant as a result of the limitations imposed by
Sections 401(a)(17), 401(k), 401(m), 402(g), or 415(c) of the Code, (2) to the
ESOP on behalf of the Participant as a result of the limitations imposed by
Sections 401(a)(17) or 415(c) of the Code, and (3) to the Performance Sharing
Plan (including for the 1997 Plan Year) on behalf of the Participant as a result
of the limitations imposed by Sections 401(a)(17) or 415(c) of the Code.

                  (b) For purposes of this Section 5.2, the Non-Pension Benefit
of a Participant shall be calculated based on the Participant's compensation
that would have been considered in calculating allocations to his accounts under
the Savings Plan, ESOP and Performance Sharing Plan, without regard to the
limitations of Section 401(a)(17) or Section 402(g) of the Code, including any
portion of his compensation he may have elected to defer under the Deferred
Compensation Plan, but with respect to the Savings Plan only excluding incentive
pay he deferred under the Deferred Compensation Plan.

                  (c) The Non-Pension Benefit of the Participant shall be deemed
to be invested in Phantom Common Stock. On each such date of investment, a
Participant's Account shall be credited with the number of shares (including
fractional shares) of Phantom Common Stock which could have been purchased on
such date, based upon the Common Stock's Purchase Price. As of the date upon
which occurs the payment of dividends on the Common Stock, there shall be
credited with respect to shares of Phantom Common Stock in the Participant's
Account on such date, such additional shares (including fractional shares) of
Phantom Common Stock as follows:

                           (1) In the case of cash dividends, such additional
         shares as could be purchased at the Purchase Price with the dividends
         which would have been payable if the credited shares had been
         outstanding;

                           (2) In the case of dividends payable in property
         other than cash or Common Stock, such additional shares as could be
         purchased at the Purchase Price with the fair market value of the
         property which would have been payable if the credited shares had been
         outstanding;

                           (3) In the case of dividends payable in Common Stock,
         such additional shares as would have been payable on the credited
         shares if they had been outstanding; or

                           (4) In the case of a deemed distribution of Mirant
         common stock as a result of a spin-off of Mirant from The Southern
         Company, the Phantom Common Stock in a Participant's Account shall be
         adjusted at a time and in a manner designated by the Administrative
         Committee.

                  (d) As soon as practicable following the first day of his
eligibility to have benefits credited to his Account, a Participant shall
designate in writing on a form to be prescribed by the Administrative Committee
the method of payment of his Account, which shall be the payment of a single
lump sum or a series of annual installments not to exceed twenty (20). The
method of distribution initially designated by a Participant shall not be
revoked and shall govern the distribution of a Participant's Account.
Notwithstanding the foregoing, in the sole discretion of the Administrative
Committee, upon application by the Participant, the method of distribution
designated by such Participant may be modified not prior to 395 days nor later
than 365 days prior to a Participant's date of separation from service in order
to change the form of distribution of his Account in accordance with the terms
of the Plan; provided, however, that any Participant who is required to file
reports pursuant to Section 16(a) of the Securities and Exchange Act of 1934, as
amended, with respect to equity securities of The Southern Company shall not be
permitted to amend his distribution election during any time period for which
such Participant is required to file any such reports with respect to his
Non-Pension Benefit unless such amendment is specifically approved by the
Administrative Committee in its sole discretion. Each Participant, his
Beneficiary, and legal representative shall be bound as to any action taken
pursuant to the method of distribution elected by a Participant and the terms of
the Plan. Notwithstanding any provision of the Plan to the contrary, if a
Participant has elected to receive his Plan distribution in annual installment
payments and such Participant's Plan Account does not exceed five thousand
dollars ($5,000) (as adjusted from time to time by Treasury regulations
applicable to tax-qualified retirement plans) at the time such benefit is valued
for distribution, such payment shall be made as a single, lump-sum payment to
the Participant.

         5.3      Distribution of Benefits.
                  (a) The Pension Benefit, as determined in accordance with
Section 5.1, shall be payable in monthly increments on the first day of the
month concurrently with the Participant's Retirement Income under the Pension
Plan. The form in which the Pension Benefit is paid will be the same as elected
by the Participant under the Pension Plan except that the amount of the monthly
benefit will be modified at the appropriate time based on the commencement of
payments as follows. Payments shall be adjusted to include three components:

                           (1)      The amount necessary to pay the tax due
                                    under the Federal Insurance Contributions
                                    Act with respect to the accrued Pension
                                    Benefit determined upon retirement (or such
                                    other appropriate "resolution date" as
                                    defined under Treasury Regulation Section
                                    31.3121(v)-2) calculated in accordance with
                                    Section 5.1;

                           (2)      The amount estimated to pay the federal and
                                    state income tax withholding liability due
                                    on the amount paid under paragraph (1)
                                    above; and

                           (3)      An adjusted monthly benefit determined on an
                                    actuarially equivalent basis in accordance
                                    with the terms of the Pension Plan which
                                    takes into account the amounts paid under
                                    paragraph (1) and (2) above and taking into
                                    account the form of benefit elected by the
                                    Participant under the Pension Plan.

Upon adjustment, the remaining monthly payments shall equal the amount described
in paragraph (3) above. The Beneficiary of a Participant's Pension Benefit shall
be the same as the Provisional Payee, if any, of the Participant's Retirement
Income under the Pension Plan.

                  (b) When a Participant terminates his employment with an
Employing Company, said Participant shall be entitled to receive the market
value of any shares of Phantom Common Stock (and fractions thereof) reflected in
his Account in a single lump sum distribution or annual installments not to
exceed twenty (20). Such distribution shall be made not later than sixty (60)
days following the date on which his termination of employment occurs, or as
soon as reasonably practicable thereafter. The transfer by a Participant between
companies within The Southern Company shall not be deemed to be a termination of
employment with an Employing Company. With regard to any distribution made under
this Article, the market value of any shares of Phantom Common Stock credited to
a Participant's Account shall be based on the Sales Price. No portion of a
Participant's Account shall be distributed in Common Stock.

                  (c) In the event a Participant elects to receive the
distribution of his Account in annual installments, the first payment shall be
made not later than sixty (60) days following the date on which his termination
of employment occurs, or as soon as reasonably practicable thereafter, subject
however to the cash-out provisions of Section 5.2(d). Installments shall equal
the balance in the Participant's Account taking into account the tax due under
the Federal Insurance Contributions Act divided by the number of annual
installment payments. Each subsequent annual payment shall be an amount equal to
the balance in the Participant's Account as of the Valuation Date, divided by
the number of the remaining annual payments and shall be due on the anniversary
of the preceding payment date.

                  (d) Upon the death of a Participant or a former Participant
prior to the payment of the market value of any shares of Phantom Common Stock
(and fractions thereof) credited to said Participant's Account based on the
Sales Price, the unpaid balance shall be paid in the sole discretion of the
Administrative Committee (1) in a lump sum to the designated Beneficiary of a
Participant or former Participant within sixty (60) days following the date on
which the Administrative Committee is provided evidence of the Participant's
death (or as soon as reasonably practicable thereafter) or (2) in accordance
with the distribution method chosen by such Participant or former Participant.
The Beneficiary designation may be changed by the Participant or former
Participant at any time without the consent of the prior Beneficiary. In the
event a Beneficiary designation is not on file or the designated Beneficiary is
deceased or cannot be located, payment will be made to the person or persons in
the first of the following classes of successive preference, if then living:

                           (1)......the Participant's spouse on the date of his
                           death; (2)......the Participant's children, equally;
                           (3)......the Participant's parents, equally;
                           (4)......the Participant's brothers and sisters,
                           equally; or (5)......the Participant's executors or
                           administrators.

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

                  (e) Upon the total disability of a Participant or former
Participant, as determined by the Social Security Administration, prior to the
payment of the market value of any shares of Phantom Common Stock (and fractions
thereof) credited to such Participant's Account based on the Sales Price, the
unpaid balance of his Account shall be paid in the sole discretion of the
Administrative Committee (1) in a lump sum to the Participant or former
Participant, or his legal representative within sixty (60) days following the
date on which the Administrative Committee receives notification of the
determination of a disability by the Social Security Administration (or as soon
as reasonably practicable thereafter) or (2) in accordance with the distribution
method elected by such Participant or former Participant.

                  (f) The Administrative Committee, in its sole discretion upon
application made by the Participant, a designated Beneficiary, or their legal
representative, may determine to accelerate payments or, in the event of death
or total disability (as determined by Social Security Administration), to extend
or otherwise make payments in a manner different from the manner in which such
payment would be made under the method of distribution elected by the
Participant in the absence of such determination. Notwithstanding any provision
of the Plan to the contrary, if a Participant has elected to receive his Plan
distribution in annual installment payments and such Participant's Plan Account
does not exceed five thousand dollars ($5,000) (as adjusted from time to time by
Treasury regulations applicable to tax-qualified retirement plans) at the time
such benefit is valued for distribution, such payment shall be made as a single,
lump-sum payment to the Participant.

                  (g) The value of the Accounts of all Participants who are
employees of Mirant or one of its subsidiaries on the Spin-Off Date shall be
transferred to Mirant on a date selected by the Administrative Committee, and
The Southern Company and its affiliates and subsidiaries shall have no further
obligation to make any distribution of such Accounts to such Participants under
Section 5.3(b), (c), (d) or (e).

         5.4 Allocation of Pension Benefit Liability. In the event that a
Participant eligible to receive a Pension Benefit has been employed at more than
one Employing Company, the Pension Benefit liability shall be apportioned so
that each such Employing Company is obligated in accordance with Section 5.5 to
cover the percentage of the total Pension Benefit as determined below. Each
Employing Company's share of the Pension Benefit liability shall be calculated
by multiplying the Pension Benefit by a fraction where the numerator of such
fraction is the base rate of pay, as defined by the Administrative Committee,
received by the Participant at the respective Employing Company on his date of
termination of employment or transfer, as applicable, multiplied by the
Accredited Service earned by the Participant at the respective Employing Company
and where the denominator of such fraction is the sum of all numerators
calculated for each respective Employing Company by which the Participant has
been employed. For purposes of determining the above-described fraction, when
determining a Participant's Pension Benefit, the Participant's years of
Accredited Service shall include any deemed Accredited Service provided under
the terms of any agreement concerning supplemental pension payments between the
Participant and an Employing Company. In the event a Participant receives
additional Accredited Service under such an agreement, such Accredited Service
shall be allocated to each Employing Company which has contracted with the
Participant in accordance with such contract and this allocation will be
utilized to adjust the appropriate components of the fraction described above in
determining each Employing Company's share of the Pension Benefit liability.

         Notwithstanding the preceding paragraph, the Pension Benefit liability
attributable to any Participant employed by Mirant or one of its subsidiaries on
the Spin-Off Date shall not be paid from this Plan, but rather shall be a
liability of Mirant in accordance with the Employee Matters Agreement entered
into by and between Mirant and Southern Company. However, the portion of any
Pension Benefit payable to a Participant employed by an Affiliated Employer on
the Spin-Off Date which is attributable to service with Mirant prior to such
date (as determined using the fraction described above) shall be a liability of
Southern Company.

         5.5 Funding of Benefits. Except as expressly limited under the terms of
the Trust, neither the Company nor any Employing Company hereunder shall reserve
or otherwise set aside funds for the payment of its obligations under the Plan.
In any event, such obligations shall be paid or deemed to be paid solely from
the general assets of the Employing Companies. Participants shall only have the
status of general, unsecured creditors of the Company and their respective
Employing Companies. Notwithstanding that a Participant shall be entitled to
receive the balance of his Account under the Plan, the assets from which such
amount shall be paid shall at all times remain subject to the claims of the
creditors of the Participant's Employing Company. When a Participant becomes
entitled to payment of a Pension Benefit, the Company may, in its sole
discretion, elect to purchase an annuity from a reputable third party annuity
provider to secure payment of all or any portion of the Participant's Pension
Benefit, pursuant to a uniform annuitization program adopted by the
Administrative Committee.

         5.6 Withholding. There shall be deducted from payments and, if
necessary, from the Non-Pension Account under the Plan the amount of any tax
required by any governmental authority to be withheld and paid over by an
Employing Company to such governmental authority for the account of the
Participant or Beneficiary.

         5.7 Recourse Against Deferred Compensation Trust. In the event a
Participant who is employed on or after January 1, 1999 with an "Employing
Company" (as such term is defined in the Change in Control Benefit Plan
Determination Policy) disputes the calculation of his Pension Benefit or
Non-Pension Benefit, or payment of amounts due under the terms of the Plan, the
Participant has recourse against the Company, the Employing Company by which the
Participant is employed, if different, the Plan, and the Trust for payment of
benefits to the extent the Trust so provides.

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

                           ARTICLE VI - MISCELLANEOUS


         6.1 Assignment. Neither the Participant, his Beneficiary, nor his legal
representative shall have any rights to sell, assign, transfer or otherwise
convey the right to receive the payment of any Pension Benefit or Non-Pension
Benefit due hereunder, which payment and the right thereto are expressly
declared to be nonassignable and nontransferable. Any attempt to assign or
transfer the right to payment under the Plan shall be null and void and of no
effect.

         6.2 Amendment and Termination. Except for the provisions of Section 5.8
hereof, which may not be amended following a "Southern Change in Control" or
"Subsidiary Change in Control", as defined in the Change in Control Benefit Plan
Determination Policy, the Plan may be amended or terminated at any time by the
Board of Directors, provided that no amendment or termination shall cause a
forfeiture or reduction in any benefits accrued as of the date of such amendment
or termination. The Plan may also be amended by the Administrative Committee (a)
if such amendment 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.

         6.3 No Guarantee of Employment. Participation hereunder shall not be
construed as creating any contract of employment between any Employing Company
and a Participant, nor shall it limit the right of an Employing Company to
suspend, terminate, alter, or modify, whether or not for cause, the employment
relationship between such Employing Company and a Participant.

         6.4 Construction. This Plan shall be construed in accordance with and
governed by the laws of the State of Georgia, to the extent such laws are not
otherwise superseded by the laws of the United States.

         IN WITNESS WHEREOF, the amended and restated Plan has been executed by
a duly authorize officer of Southern Company Services, Inc., subject to
ratification by the Board of Directors of the Company, this day of , 2001.

                                 SOUTHERN COMPANY SERVICES, INC.
                                 By:______________________________________
                                 Its:_____________________________________

Attest:

By:      ______________________________

Its:     ______________________________


<PAGE>

                                   APPENDIX A

                 THE SOUTHERN COMPANY SUPPLEMENTAL BENEFIT PLAN

                      EMPLOYING COMPANIES AS OF MAY 1, 2000

                              Alabama Power Company

                              Georgia Power Company

                               Gulf Power Company

                            Mississippi Power Company

                       Savannah Electric and Power Company

                     Southern Communications Services, Inc.

                     Southern Company Energy Solutions, Inc.

                         Southern Company Services, Inc.

             Southern Energy Resources, Inc. (through April 1, 2001)

                    Southern Nuclear Operating Company, Inc.