EXHIBIT 10(a)77






                              THE SOUTHERN COMPANY

                            SUPPLEMENTAL BENEFIT PLAN


             (Amended and Restated Effective as of January 1, 1998)







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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 Beneficiary..................................................3
2.3 Board of Directors...........................................3
2.4 Code 3
2.5 Common Stock.................................................3
2.6 Company......................................................3
2.7 Deferred Compensation Plan...................................3
2.8 Effective Date...............................................3
2.9 Employee.....................................................3
2.10 Employing Company...........................................4
2.11 ESOP........................................................4
2.12 Non-Pension Benefit.........................................4
2.13 Participant.................................................4
2.14 Pension Benefit.............................................4
2.15 Pension Plan................................................4
2.16 Performance Sharing Plan....................................4
2.17 Phantom Common Stock........................................4
2.18 Plan........................................................5
2.19 Plan Year...................................................5
2.20 Purchase Price..............................................5
2.21 Retirement Board............................................5
2.22 Sales Price.................................................5
2.23 Savings Plan................................................5
2.24 Valuation Date..............................................5


ARTICLE III - ADMINISTRATION OF PLAN.............................7
3.1 Administrator................................................7
3.2 Powers.......................................................7
3.3 Duties of the Retirement Board...............................7
3.4 Indemnification..............................................8


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.........................................12
5.3 Distribution of Benefits....................................15
5.4 Allocation of Pension Benefit Liability.....................18
5.5 Funding of Benefits.........................................19
5.6 Withholding.................................................19


ARTICLE VI - MISCELLANEOUS......................................20
6.1 Assignment..................................................20
6.2 Amendment and Termination...................................20
6.3 No Guarantee of Employment..................................20
6.4 Construction................................................21



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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 January 1, 1998 and hereinafter set forth (the "Plan"), is a
modification and continuation of the Supplemental Benefit Plan for Southern
Company Services, Inc. and Southern Electric International, Inc., which
originally became effective January 1, 1983, and which has been amended from
time to time.

         .........Effective January 1, 1998, the following other plans are
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 shall become 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 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.



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

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

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

         2.5......"Common Stock" shall mean common stock of The Southern
Company.

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

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

         2.8......"Effective Date" of this amendment and restatement and the
consolidation of plans shall mean January 1, 1998.

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

         2.10....."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 any successor to them. The
Employing Companies are set forth in Appendix A to the Plan, as amended from
time to time.

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

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

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

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

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

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

         2.17....."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.

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

         2.19....."Plan Year" shall mean the calendar year.

         2.20....."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.

         2.21....."Retirement Board" shall mean the Retirement Board of the
Pension Plan.

         2.22....."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.

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

         3.2......Powers. The Retirement Board 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 Retirement Board.

         .........(a) The Retirement Board is responsible for the daily
administration of the Plan. It may appoint other persons or entities to perform
any of its fiduciary functions. The Retirement Board 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 Retirement Board 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 Retirement Board 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 Retirement
Board.

         .........(c) The Retirement Board 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 Retirement Board
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
Retirement Board 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 Retirement Board 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 Retirement Board. No member of
the Retirement Board 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 Retirement Board 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 Retirement Board shall be authorized to
rescind the eligibility of any Participant if necessary to insure 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.

         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.


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                              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 limitations imposed by
Sections 401(a)(17), 415(b), or 415(e) of the Code.

         .........(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, without
regard to the limitation of Section 401(a)(17) of the Code, including any
portion of his compensation he may have elected to defer under the Deferred
Compensation Plan, but excluding incentive pay he deferred under such Deferred
Compensation 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
in order to increase the amount of his Retirement Income, the Participant's
Pension Benefit shall also be recalculated in order to properly reflect such
increase in determining payments of the Participant's Pension Benefit made on or
after the effective date of such increase.

         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), 415(c) or 415(e) of the Code, (2)
to the ESOP on behalf of the Participant as a result of the limitations imposed
by Sections 401(a)(17), 415(c) or 415(e) 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), 415(c) or 415(e) 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; or

                           (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.

                  (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 Retirement Board 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 Retirement Board, 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 Retirement Board
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.

         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 Hospital Insurance
                           portion of 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.
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
Retirement Board (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 Retirement Board 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 practices 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 Retirement Board (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
         Retirement Board 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 Retirement Board, 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.

         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 pay, as defined by the Retirement Board, received by the
Participant at the respective Employing Company 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 for which the Participant has been employed.

         5.5 Funding of Benefits. Neither the Company nor any Employing Company
hereunder shall reserve or otherwise set aside funds for the payment of its
obligations under the Plan, and such obligations shall be paid solely from the
general assets of the 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.

         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.


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                           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. 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 Retirement
Board (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.


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         IN WITNESS WHEREOF, the Plan has been executed by a duly authorize
officer of Southern Company Services, Inc., pursuant to resolutions of the Board
of Directors of the Company, this day of , 1998.


                       SOUTHERN COMPANY SERVICES, INC.


                       By: _____________________________________________________
                           Christopher C. Womack
                           Vice President, Human Resources



ATTEST:


By:  _________________________________________________________

Title:________________________________________________________


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                                   APPENDIX A

                 THE SOUTHERN COMPANY SUPPLEMENTAL BENEFIT PLAN
                     EMPLOYING COMPANIES AS OF JULY 1, 1998


                              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.
                    Southern Nuclear Operating Company, Inc.