Exhibit 10(c)60
                              SEPARATION AGREEMENT

         THIS SEPARATION AGREEMENT ("Agreement") made and entered into by and
between GEORGIA POWER COMPANY (the "Company") and FRED D. WILLIAMS ("Employee").

                               W I T N E S S E T H

          WHEREAS, Employee has been employed by the Company for approximately
thirty-two (32) years; WHEREAS, Employee is a highly compensated employee of the
Company and is a member of its management; WHEREAS, in order to be eligible for
benefits under this Agreement, the parties have agreed that Employee must
terminate employment with the Company on April 30, 2002;

          WHEREAS, the parties desire to delineate their respective rights,
duties, and obligations attendant to such termination of employment, and desire
to reach an accord and satisfaction of all claims arising from Employee's
employment and his termination of employment, with appropriate releases; and

          WHEREAS, the Company desires to compensate Employee for service he has
provided or will provide for the Company;

          NOW, THEREFORE, in consideration of the premises, and the agreements
of the parties set forth in this Agreement, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, hereby covenant and agree as
follows:

          1. Termination of Employment. Upon Employee's execution of this
Agreement, voluntary termination of employment with the Company on April 30,
2002 (the Employee's "Termination Date"), and effectiveness of the Release
attached hereto as Exhibit 1 (such effectiveness being no earlier than
Employee's Termination Date), the Company agrees to pay to Employee or his
spouse or his estate, as applicable, the amounts described in Paragraphs 2, 3
and 4 hereof. Employee covenants and agrees that the consideration set forth in
Paragraphs 2, 3 and 4 is in full satisfaction of all sums owed to Employee, if
any, by the Company, and constitutes good and complete consideration for his
Release attached hereto as Exhibit 1, those non-disclosure and non-interference
obligations under Paragraphs 7, 8, 9, 10 and 11 hereof and all other obligations
and covenants of Employee contained herein, including, but not limited to,
Paragraph 6. Employee agrees that this Agreement provides him certain benefits
to which he would not otherwise be entitled.

          2. Lump Sum Payment to Employee. On the first day of the first month
following both the Employee's Termination Date and the effective date of the
Release attached hereto as Exhibit 1 (such effective date being no earlier than
Employee's Termination Date), the Company shall pay to Employee a lump sum
amount equal to Seventy-One Thousand Dollars ($71,000). In the event Employee
dies before receiving payment of the amounts described in this Paragraph 2, such
amounts shall be paid to Employee's spouse, if living, or if not, to the
Employee's estate.

          3. Extended Payments to Employee. Subject to the terms and conditions
of this Agreement including paragraph 4 hereof, the Company shall pay to
Employee the following amounts:

                  a. Prior to Age 62. Beginning on the first day of the first
         month following both the Employee's Termination Date and the effective
         date of this Agreement, the Company agrees to pay to Employee a monthly
         benefit determined pursuant to Schedule "A" attached hereto and by this
         reference incorporated herein;

                  b. After Age 62. Beginning on the first day of the first month
         following the Employee's attainment of age 62, the Employee's
         Termination Date and the effective date of this Agreement and ending on
         the first day of the month during which the Employee dies, the Company
         agrees to pay to Employee a monthly benefit determined pursuant to
         Schedule "B" attached hereto and by this reference incorporated herein.

                  c. Change in Control and Other Provisions. With respect to
         this Paragraph 3 and Paragraph 4 below, in the event of a Southern
         Change in Control or a Subsidiary Change in Control affecting Employee
         as defined in the Southern Company Change in Control Benefit Plan
         Determination Policy, any unpaid amounts shall be paid in a lump sum
         determined consistent with Paragraph 4(c) as soon as practicable after
         the occurrence of such an event. Upon application made by the Employee,
         his spouse, or an authorized legal representative, as applicable, the
         Company may in its sole discretion determine to accelerate payments due
         under this Agreement in a manner also determined by the Company. In
         accordance with Paragraph 22, Employee shall be responsible for all
         state and federal income taxes and his share of FICA taxes owed on the
         amounts set forth in Paragraphs 2, 3 and 4, and Company shall make
         appropriate withholding of these amounts.

         4. Payments to Provisional Payee in the Event of Employee's Death.
Employee shall only be entitled to the benefit payments set forth in Paragraph 3
above that become due and payable between the Employee's Termination Date and
his death. Upon the death of Employee, the provisional payee designated by the
Employee (or designated for him by default) under The Southern Company Pension
Plan ("Pension Plan"), if then living, shall be entitled to the following
amounts:

                  a. Prior to Date Employee Would Have Reached Age 62. Beginning
         on the first day of the first month following the Employee's
         Termination Date, the Employee's death and the effective date of this
         Agreement and ending upon the first day of the month during which the
         Employee would have attained age 62, the Company agrees to pay to such
         provisional payee a monthly benefit determined pursuant to Schedule "C"
         attached hereto and by this reference incorporated herein;

                  b. After the Date Employee Would Have Reached Age 62.
         Beginning on the first day of the first month following the Employee's
         death, the date the Employee would have attained age 62, the Employee's
         Termination Date and the effective date of this Agreement and ending on
         the first day of the month of the provisional payee's death, the
         Company agrees to pay to such provisional payee a monthly benefit
         determined pursuant to Schedule "D" attached hereto and by this
         reference incorporated herein.

                  c. Residual Benefit. Upon the later to die of the Employee or
         the provisional payee if such a person having this status survives the
         Employee, a Lump Sum Death Benefit shall be payable to his or her
         designated heirs or assigns. For purposes of the preceding sentence,
         "Lump Sum Death Benefit" means Six Hundred Forty Thousand Dollars
         ($640,000), less the amount of any payments under Paragraphs 2, 3 and 4
         actually made to Employee and his provisional payee.

          5. Publicity; No Disparaging Statement. Except as otherwise provided
in Paragraph 15 hereof, Employee and the Company covenant and agree that they
shall not engage in any communications which shall disparage one another or
interfere with their existing or prospective business relationships.

         6. No Employment. Employee agrees that he shall not seek re-employment
as an employee or independent contractor with the Company or The Southern
Company or any of its subsidiaries or affiliates (collectively, for purposes of
this Paragraph 6, "The Southern Company System"), for a period of twenty-four
(24) months following the execution of the Release attached hereto as Exhibit 1.
The Company or any member of The Southern Company System shall not rehire the
Employee as an employee or independent contractor for a period of twenty-four
(24) months following the Employee's execution of the Release attached hereto as
Exhibit 1, unless an exceptional business reason exists for rehiring the
Employee and a committee, comprised of (i) an officer from the business unit
seeking to rehire the Employee and (ii) the Southern Company Vice President,
Employee Relations & Associate General Counsel, approves of such rehiring.

          7. Business Protection Provision Definitions.

          (a) Preamble. As a material inducement to the Company to enter into
this Agreement, and its recognition of the valuable experience, knowledge and
proprietary information Employee gained from his employment with the Company,
Employee warrants and agrees he will abide by and adhere to the following
business protection provisions in Paragraphs 7, 8, 9, 10 and 11 herein.

          (b) Definitions. For purposes of Paragraphs 7, 8, 9, 10 and 11 herein,
the following terms shall have the following meanings:

                  (i)      "Competitive Position" shall mean any employment,
                           consulting, advisory, directorship, agency,
                           promotional or independent contractor arrangement
                           between the Employee and any person or Entity engaged
                           wholly or in material part in the business that the
                           Company is engaged in (the "Business") whereby the
                           Employee is required to or does perform services on
                           behalf of or for the benefit of such person or Entity
                           which are substantially similar to the services
                           Employee participated in or directed while employed
                           by the Company, The Southern Company or any of their
                           respective affiliates (collectively the "Southern
                           Entities").

                  (ii)     "Confidential Information" shall mean the proprietary
                           or confidential data, information, documents or
                           materials (whether oral, written, electronic or
                           otherwise) belonging to or pertaining to the Company
                           or other Southern Entities, other than "Trade
                           Secrets" (as defined below), which is of tangible or
                           intangible value to any of the Southern Entities and
                           the details of which are not generally known to the
                           competitors of the Southern Entities. Confidential
                           Information shall also include: (A) any items that
                           any of the Southern Entities have marked
                           "CONFIDENTIAL" or some similar designation or are
                           otherwise identified as being confidential; and (B)
                           all non-public information known by or in the
                           possession of Employee related to or regarding any
                           proceedings involving or related to the Southern
                           Affiliates before the Georgia Public Service
                           Commission or other Entities.

                  (iii)    "Entity" or "Entities" shall mean any business,
                           individual, partnership, joint venture, agency,
                           governmental agency, body or subdivision,
                           association, firm, corporation, limited liability
                           company or other entity of any kind.

                  (iv)     "Territory" shall include the States of Georgia,
                           Alabama, Mississippi or Florida.

                  (v)      "Trade Secrets" shall mean information or data of or
                           about any of the Southern Entities, including, but
                           not limited to, technical or non-technical data,
                           formulas, patterns, compilations, programs, devices,
                           methods, techniques, drawings, processes, financial
                           data, financial plans, product plans or lists of
                           actual or potential customers or suppliers that: (A)
                           derives economic value, actual or potential, from not
                           being generally known to, and not being readily
                           ascertainable by proper means by, other persons who
                           can obtain economic value from its disclosure or use;
                           and (B) is the subject of efforts that are reasonable
                           under the circumstances to maintain its secrecy. The
                           Employee agrees that trade secrets include non-public
                           information related to the rate making process of the
                           Southern Entities and any other information which is
                           defined as a "trade secret" under applicable law.

                  (vi)     "Work Product" shall mean all tangible work product,
                           property, data, documentation, "know-how," concepts
                           or plans, inventions, improvements, techniques and
                           processes relating to the Southern Entities that were
                           conceived, discovered, created, written, revised or
                           developed by Employee during the term of his
                           employment with the Company.

          8. Nondisclosure: Ownership of Proprietary Property.

          (a) In recognition of the need of the Company to protect its
legitimate business interests, Confidential Information and Trade Secrets,
Employee hereby covenants and agrees that Employee shall regard and treat Trade
Secrets and all Confidential Information as strictly confidential and
wholly-owned by the Company and shall not, for any reason, in any fashion,
either directly or indirectly, use, sell, lend, lease, distribute, license,
give, transfer, assign, show, disclose, disseminate, reproduce, copy,
misappropriate or otherwise communicate any such item or information to any
third party or Entity for any purpose other than in accordance with this
Agreement or as required by applicable law: (i) with regard to each item
constituting a Trade Secret, at all times such information remains a "trade
secret" under applicable law, and (ii) with regard to any Confidential
Information, for a period of three (3) years following the Termination Date
(hereafter the "Restricted Period").

          (b) Employee shall exercise best efforts to ensure the continued
confidentiality of all Trade Secrets and Confidential Information, and he shall
immediately notify the Company of any unauthorized disclosure or use of any
Trade Secrets or Confidential Information of which Employee becomes aware.
Employee shall assist the Company, to the extent necessary, in the protection of
or procurement of any intellectual property protection or other rights in any of
the Trade Secrets or Confidential Information.

          (c) All Work Product shall be owned exclusively by the Company. To the
greatest extent possible, any Work Product shall be deemed to be "work made for
hire" (as defined in the Copyright Act, 17 U.S.C.A. ss. 101 et seq., as
amended), and Employee hereby unconditionally and irrevocably transfers and
assigns to the Company all right, title and interest Employee currently has or
may have by operation of law or otherwise in or to any Work Product, including,
without limitation, all patents, copyrights, trademarks (and the goodwill
associated therewith), trade secrets, service marks (and the goodwill associated
therewith) and other intellectual property rights. Employee agrees to execute
and deliver to the Company any transfers, assignments, documents or other
instruments which the Company may deem necessary or appropriate, from time to
time, to protect the rights granted herein or to vest complete title and
ownership of any and all Work Product, and all associated intellectual property
and other rights therein, exclusively in the Company.

          (d) Employee represents and agrees that he will keep all terms and
provisions of this Agreement completely confidential, except for possible
disclosures to his legal advisors or to the extent required by law, and Employee
further agrees that he will not disclose the terms, provisions or information
contained in or concerning this Agreement to anyone, including, but not limited
to, any past, present, or prospective employee or applicant for employment with
the Company. Employee agrees that he may only disclose to future, potential
employers of Employee that he participates in a Separation Agreement with the
Company which imposes certain restrictions on him.

          9. Non-Interference With Employees.

          Employee covenants and agrees that during the Restricted Period he
will not, either directly or indirectly, alone or in conjunction with any other
person or Entity: (A) actively recruit, solicit, attempt to solicit, or induce
any person who, during such Restricted Period, or within one year prior to the
Termination Date, was an exempt employee of the Company or any of its
subsidiaries, or was an officer of any of the other Southern Entities to leave
or cease such employment for any reason whatsoever; or (B) hire or engage the
services of any such person described in Paragraph 9(A) in any business
substantially similar or competitive with that in which the Southern Entities
were engaged during his employment.

          10. Non-Interference With Customers.

          (a) Employee acknowledges that in the course of employment, he has
learned about Company's business, services, materials, programs and products and
the manner in which they are developed, marketed, serviced and provided.
Employee knows and acknowledges that the Company has invested considerable time
and money in developing its programs, agreements, offices, representatives,
services, products and marketing techniques and that they are unique and
original. Employee further acknowledges that the Company must keep secret all
pertinent information divulged to Employee and Company's business concepts,
ideas, programs, plans and processes, so as not to aid Company's competitors.
Accordingly, Company is entitled to the following protection, which Employee
agrees is reasonable:

         (b) Employee covenants and agrees that for a period of two (2) years
following the Termination Date, he will not, on his own behalf or on behalf of
any person or Entity, solicit, direct, appropriate, call upon, or initiate
communication or contact with any person or entity or any representative of any
person or entity, with whom Employee had contact during his employment, with a
view toward the sale or the providing of any product, equipment or service sold
or provided or under development by Company during the period of two (2) years
immediately preceding the date of Employee's termination. The restrictions set
forth in this section shall apply only to persons or entities with whom Employee
had actual contact during the two (2) years prior to termination of employment
with a view toward the sale or providing of any product, equipment or service
sold or provided or under development by Company.

          11. Non-Interference With Business.

          (a) Employee and Company expressly covenant and agree that the scope,
territorial, time and other restrictions contained in this entire Agreement
constitute the most reasonable and equitable restrictions possible to protect
the business interest of the Company given: (i) the business of the Company;
(ii) the competitive nature of the Company's industry; and (iii) that Employee's
skills are such that he could easily find alternative, commensurate employment
or consulting work in his field which would not violate any of the provisions of
this Agreement. The Employee further acknowledges that the payments described in
Paragraphs 2, 3 and 4 are also in consideration of his covenants and agreements
contained in Paragraphs 7 through 11 hereof.

          (b) Employee covenants and agrees to not obtain or work in a
Competitive Position within the Territory for a period of two (2) years from the
Termination Date.

         12. Return of Materials. Upon the Employee's termination, or at any
point after that time upon the specific request of the Company, Employee shall
return to the Company all written or descriptive materials of any kind belonging
or relating to the Company or its affiliates, including, without limitation, any
originals, copies and abstracts containing any Work Product, intellectual
property, Confidential Information and Trade Secrets in Employee's possession or
control.

         13. Cooperation. The parties agree that as a result of Employee's
duties and activities during his employment, Employee's reasonable availability
may be necessary for the Company to meaningfully respond to or address actual or
threatened litigation, or government inquiries or investigations, or required
filings with state, federal or foreign agencies (hereinafter "Company Matters").
Upon request of the Company, and at any point following termination of
employment, Employee will make himself available to the Company for reasonable
periods consistent with his future employment, if any, by other Entities and
will cooperate with its agents and attorneys as reasonably required by such
Company Matters. The Company will reimburse Employee for any reasonable
out-of-pocket expenses associated with providing such cooperation.

         14. Termination with Cause. In the event of Employee's termination of
employment for Cause at any time, the Employee shall forfeit the entire benefit
provided in Paragraphs 2, 3 and 4 and the Company shall have no further
obligations with respect to any amount under this Agreement. As used in this
Agreement, the term "Cause" shall mean gross negligence or willful misconduct in
the performance of the duties and services required in the course of employment
by the Company; the final conviction of a felony or misdemeanor involving moral
turpitude; the carrying out of any activity or the making of any statement which
would prejudice the good name and standing of any of the Southern Entities or
would bring any of the Southern Entities into contempt, ridicule or would
reasonably shock or offend any community in which any of the Southern Entities
is located; a material breach of the fiduciary obligations owed by an officer
and an employee to any of the Southern Entities; or the Employee's
unsatisfactory performance of the duties and services required by his or her
employment.

         15. Confidentiality and Legal Process. Employee represents and agrees
that he will keep the terms, amount and fact of this Agreement confidential and
that he will not hereafter disclose any information concerning this Agreement to
any one other than his personal agents, including, but not limited to, any past,
present, or prospective employee or applicant for employment with Company.
Notwithstanding the foregoing, nothing in this Agreement is intended to prohibit
Employee from performing any duty or obligation that shall arise as a matter of
law. Specifically, Employee shall continue to be under a duty to truthfully
respond to any legal and valid subpoena or other legal process. This Agreement
is not intended in any way to proscribe Employee's right and ability to provide
information to any federal, state or local government in the lawful exercise of
such governments' governmental functions.

         16. Successors And Assigns; Applicable Law. This Agreement shall be
binding upon and inure to the benefit of Employee and his heirs, administrators,
representatives, executors, successors and assigns, and shall be binding upon
and inure to the benefit of the Company and its officers, directors, employees,
agents, shareholders, parent corporation and affiliates, and their respective
predecessors, successors, assigns, heirs, executors and administrators and each
of them, and to their heirs, administrators, representatives, executors,
successors and assigns. This Agreement shall be construed and interpreted in
accordance with the laws of the State of Georgia, United States of America
(without giving effect to principles of conflicts of laws).

         17. Complete Agreement. This Agreement shall constitute the full and
complete Agreement between the parties concerning its subject matter and fully
supersedes any and all other prior Agreements or understandings between the
parties concerning the subject matter hereof. This Agreement shall not be
modified or amended except by a written instrument signed by both Employee and
an authorized representative of the Company.

         18. Severability. The unenforceability or invalidity of any particular
provision of this Agreement shall not affect its other provisions, and to the
extent necessary to give such other provisions effect, they shall be deemed
severable. The judicial body interpreting this Agreement shall be authorized and
instructed to rewrite any of the sections which are enforceable as written in
such a fashion so that they may be enforced to the greatest extent legally
possible. Employee acknowledges and agrees that the covenants and agreements
contained in this Agreement, including, without limitation, the covenants and
agreements contained in Paragraphs 7, 8, 9, 10 and 11, shall be construed as
covenants and agreements independent of each other or any other contract between
the parties hereto and that the existence of any claim or cause of action by
Employee against Company, whether predicted upon this Agreement or any other
contract, shall not constitute a defense to the enforcement by Company of said
covenants and agreements.

         19. Waiver Of Breach; Specific Performance. The waiver of a breach of
any provision of this Agreement shall not operate or be construed as a waiver of
any other breach. Each of the parties to this Agreement will be entitled to
enforce its or his rights under this Agreement, specifically, to recover damages
by reason of any breach of any provision of this Agreement and to exercise all
other rights existing in its or his favor. The parties hereto agree and
acknowledge that money damages may not be an adequate remedy for any breach of
the provisions of this Agreement and that any party may in its or his sole
discretion apply to any court of law or equity of competent jurisdiction for
specific performance or injunctive relief in order to enforce or prevent any
violations of the provisions of this Agreement.

         20. Unsecured General Creditor. The Company shall neither reserve nor
specifically set aside funds for the payment of its obligations under this
Agreement, and such obligations shall be paid solely from the general assets of
the Company. Notwithstanding that Employee may be entitled to receive the value
of his benefit under the terms and conditions of this Agreement, the assets from
which such amount may be paid shall at all times be subject to the claims of the
Company's creditors.

         21. No Effect On Other Arrangements. It is expressly understood and
agreed that the payments made in accordance with this Agreement are in addition
to any other benefits or compensation to which Employee may be entitled or for
which he may be eligible, whether funded or unfunded, by reason of his
employment with the Company.

          22. Tax Withholding. There shall be deducted from each payment under
this Agreement the amount of any tax required by any governmental authority to
be withheld and paid over by the Company to such governmental authority for the
account of Employee.

         23. Compensation. Any compensation contributed on behalf of Employee
under this Agreement shall not be considered "compensation," as the term is
defined in The Southern Company Employee Savings Plan, The Southern Company
Employee Stock Ownership Plan, The Southern Company Performance Sharing Plan or
The Southern Company Pension Plan. Payments under this Agreement shall not be
considered wages, salaries or compensation under any other employee benefit
plan.

          24. No Guarantee of Employment. No provision of this Agreement shall
be construed to affect in any manner the existing rights of the Company to
suspend, terminate, alter, modify, whether or not for cause, the employment
relationship of Employee and the Company.

         25. Interpretation. The judicial body interpreting this Agreement shall
not more strictly construe the terms of this Agreement against one party, it
being agreed that both parties and/or their attorneys or agents have negotiated
and participated in the preparation hereof.

          IN WITNESS WHEREOF, the parties hereto have executed this Agreement,
this ___ day of ________________, ------.

                                    "COMPANY"

                                   GEORGIA POWER COMPANY
                                   By:
                                            --------------------------
                                   Its:
                                            --------------------------

                                   "EMPLOYEE"
                                    FRED D. WILLIAMS


<PAGE>


                                  SCHEDULE "A"


                            MONTHLY BENEFIT PAYMENTS
                              FROM TERMINATION DATE
                             TO ATTAINMENT OF AGE 62

         The Schedule "A" sum shall equal the "Replacement Benefit" plus the
"Social Security Bridge Benefit" as such terms are defined below.

                               REPLACEMENT BENEFIT
         "Replacement Benefit" shall mean an amount equal to the monthly Early
Retirement Reduction Percentage of Employee's Accrued Retirement Income under
the Pension Plan (determined without regard to the limitations described under
Sections 401(a)(17), 415(b) or 415(e) of the Internal Revenue Code of 1986
("Code")), adjusted to reflect the Provisional Payee's option selected or deemed
selected under the Pension Plan, plus an amount equal to the reduction of the
Employee's monthly SERP Benefit under Section 5.1 (a)(1) of The Southern Company
Supplemental Retirement Plan, effective January 1, 1997, for commencement of
benefits prior to Employee's Normal Retirement Date under the Pension Plan.

                         SOCIAL SECURITY BRIDGE BENEFIT
         "Social Security Bridge Benefit" shall mean the monthly Social Security
benefit the Employee would become entitled to beginning at age sixty-five (65)
based upon the Social Security law in effect for the year of his termination and
his Southern Company System Social Security earnings through his Termination
Date.


<PAGE>


                                  SCHEDULE "B"


                            MONTHLY BENEFIT PAYMENTS
                        FROM DATE OF ATTAINMENT OF AGE 62
                                TO DATE OF DEATH


                               REPLACEMENT BENEFIT
         The Schedule "B" amount shall equal the amount of the Replacement
Benefit as such term is defined on Schedule "A" adjusted to reflect the
Provisional Payee option selected or deemed selected by Employee under the
Pension Plan.


<PAGE>


                                  SCHEDULE "C"

                 PROVISIONAL PAYEE'S CONTRACTUAL MONTHLY BENEFIT
                        IN THE EVENT OF EMPLOYEE'S DEATH

                           BENEFITS PRIOR TO THE DATE
                   EMPLOYEE WOULD HAVE ATTAINTED THE AGE OF 62

         The Schedule "C" sum shall equal the Replacement Benefit plus the
Social Security Bridge Benefit as such terms are defined below.
                               REPLACEMENT BENEFIT
         If Employee elects a Provisional Payee option or is deemed to do so
under the Pension Plan, Replacement Benefit shall mean an amount equal to the
Early Retirement Reduction Percentage of Employee's Accrued Retirement Income
(determined without regard to the limitations imposed by Sections 401(a)(17),
415(b), or 415(e) of the Code)) adjusted to reflect the Provisional Payee's
Option selected or deemed selected under the Pension Plan, plus an amount equal
to the reduction of the Employee's monthly SERP Benefit under Section 5.1(a)(1)
of The Southern Company Supplemental Retirement Plan, effective January 1, 1997,
for commencement of benefits prior to Employee's Normal Retirement Date under
the Pension Plan, adjusted to reflect the Provisional Payee option selected or
deemed selected by Employee on the same basis as the benefit payable to a
Provisional Payee is adjusted pursuant to the Pension Plan. In addition, if
Employee does not elect or is not deemed to elect a Provisional Payee option,
the Replacement Benefit amount shall equal $-0- for purposes of this Schedule.
                         SOCIAL SECURITY BRIDGE BENEFIT
         Social Security Bridge Benefit shall mean, if Employee elects a
Provisional Payee option under the Pension Plan, the Social Security Bridge
Amount as such amount is defined on Schedule "A". If Employee does not elect or
is not deemed to elect a Provisional Payee option under the Pension Plan, the
Social Security Bridge Benefit amount shall equal $-0- for purposes of this
Schedule.


<PAGE>


                                  SCHEDULE "D"

                 PROVISIONAL PAYEE'S CONTRACTUAL MONTHLY BENEFIT
                        IN THE EVENT OF EMPLOYEE'S DEATH

                             BENEFITS AFTER THE DATE
                   EMPLOYEE WOULD HAVE ATTAINTED THE AGE OF 62


The Schedule "D" amount shall equal the Replacement Benefit as such term is
defined in Schedule "C".

<PAGE>







                                                                   EXHIBIT 1 to
                                                           Separation Agreement
                                                          with Fred D. Williams

                                RELEASE AGREEMENT
         THIS RELEASE ("Release") is made and entered into by and between FRED
D. WILLIAMS ("Employee") and GEORGIA POWER COMPANY, and its successor or assigns
("Company").
         WHEREAS, Employee and Company have agreed that Employee's employment
with Georgia Power Company shall terminate on April 30, 2002;
         WHEREAS, Employee and the Company have previously entered into that
certain Separation Agreement, dated _________________, ______ ("Agreement"),
that this Release is incorporated therein by reference;
         WHEREAS, Employee and Company desire to delineate their respective
rights, duties and obligations attendant to such termination and desire to reach
an accord and satisfaction of all claims arising from Employee's employment, and
his termination of employment, with appropriate releases, in accordance with the
Agreement;
         WHEREAS, the Company desires to compensate Employee in accordance with
the Agreement for service he has or will provide for the Company;
         NOW, THEREFORE, in consideration of the premises and the agreements of
the parties set forth in this Release, and other good and valuable consideration
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound, hereby covenant and agree as follows:
         1. Release. Employee does hereby remise, release and forever discharge
the Company and its officers, directors, employees, agents, shareholders, parent
corporation and affiliates, and their respective predecessors, successors,
assigns, heirs, executors and administrators (collectively, "Releasees"), of and
from all manner of actions and causes of action, suits, debts, claims and
demands whatsoever at law or in equity, known or unknown, actual or contingent,
including, but not limited to, any claims which have been asserted, or could be
asserted now or in the future, against any Releasees arising under any and all
federal, state or local laws and any common law claims, and including, but not
limited to, any claims Employee may have pursuant to the Age Discrimination in
Employment Act and any claims to benefits under any and all offer letters,
employment or separation agreements, or bonus, severance, workforce reduction,
early retirement, out-placement, or other similar plans sponsored by the
Company, now or hereafter recognized (collectively, "Claims"), which he ever had
or now has or may in the future have, by reason of any matter, cause or thing
arising out of his employment relationship and privileges, his serving as an
employee of the Company or the separation from his employment relationship or
affiliation as an employee of the Company as of the date of this Release against
each of the Releasees. Notwithstanding the foregoing, Employee does not release
any Claims under the Age Discrimination in Employment Act that may arise after
his execution of this Release.

          2. No Assignment of Claim. Employee represents that he has not
assigned or transferred, or purported to assign or transfer, any Claims or any
portion thereof or interest therein to any party prior to the date of this
Release.

          3. Compensation. In accordance with the Separation Agreement, the
Company agrees to pay the Employee, his spouse or his estate, as the case may
be, the amounts provided in Paragraphs 2, 3 and 4 of the Agreement.

         4. No Admission Of Liability. This Release shall not in any way be
construed as an admission by the Company or Employee of any improper actions or
liability whatsoever as to one another, and each specifically disclaims any
liability to or improper actions against the other or any other person, on the
part of itself or himself, its or his employees or agents.

         5. Voluntary Execution. Employee warrants, represents and agrees that
he has been encouraged in writing to seek advice from anyone of his choosing
regarding this Release, including his attorney and accountant or tax advisor
prior to his signing it; that this Release represents written notice to do so;
that he has been given the opportunity and sufficient time to seek such advice;
and that he fully understands the meaning and contents of this Release. He
further represents and warrants that he was not coerced, threatened or otherwise
forced to sign this Release, and that his signature appearing hereinafter is
voluntary and genuine. EMPLOYEE UNDERSTANDS THAT HE MAY TAKE UP TO TWENTY-ONE
(21) DAYS TO CONSIDER WHETHER OR NOT HE DESIRES TO ENTER INTO THIS RELEASE.

         6. Ability to Revoke Agreement. EMPLOYEE UNDERSTANDS THAT HE MAY REVOKE
THIS RELEASE BY NOTIFYING THE COMPANY IN WRITING OF SUCH REVOCATION WITHIN SEVEN
(7) DAYS OF HIS EXECUTION OF THIS RELEASE AND THAT THIS RELEASE IS NOT EFFECTIVE
UNTIL THE EXPIRATION OF SUCH SEVEN (7) DAY PERIOD. HE UNDERSTANDS THAT UPON THE
EXPIRATION OF SUCH SEVEN (7) DAY PERIOD THIS RELEASE WILL BE BINDING UPON HIM
AND HIS HEIRS, ADMINISTRATORS, REPRESENTATIVES, EXECUTORS, SUCCESSORS AND
ASSIGNS AND WILL BE IRREVOCABLE.


<PAGE>


Acknowledged and Agreed To:
                                    "COMPANY"
                              GEORGIA POWER COMPANY
                              By:
                                       -------------------------
                              Its:
                                       -------------------------

I UNDERSTAND THAT BY SIGNING THIS RELEASE, I AM GIVING UP RIGHTS I MAY HAVE. I
UNDERSTAND THAT I DO NOT HAVE TO SIGN THIS RELEASE. "EMPLOYEE" FRED D. WILLIAMS

Date_____         _________

WITNESSED BY:

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Date