DEFERRED COMPENSATION PLAN FOR
                         DIRECTORS OF GULF POWER COMPANY

                 Amended and Restated Effective January 1, 2000


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                                    SECTION 1

                                   Definitions

1.1      "Beneficial Ownership" means beneficial ownership within the meaning of
         Rule 13d-3 promulgated under the Exchange Act.

1.2      "Board" or "Board of Directors" means the Board of Directors of the
         Company.

1.3      "Business Combination" means a reorganization, merger or consolidation
         or sale of Southern, or a sale of all or substantially all of
         Southern's assets.

1.4      "Cash Compensation" means the annual retainer fees and meeting fees
         payable to a Director in cash.

1.5      "Code" means the Internal Revenue Code of 1986, as amended, or any
         successor statute.

1.6      "Committee" means the Compensation Committee of the Board, or such
         other committee as may be designated by the Board to be responsible for
         administering the Plan.

1.7      "Common Stock" means the common stock of Southern, including any shares
         into which it may be split, subdivided, or combined.

1.8      "Company" means Gulf PowerCompany, or any successor thereto.

1.9      "Company Change in Control" means the following:

         (a)      The Consummation of an acquisition by any Person of Beneficial
                  Ownership of 50% or more of the combined voting power of the
                  then outstanding Voting Securities of the Company; provided,
                  however, that for purposes of this Section 1.9, any
                  acquisition by an Employee, or Group composed entirely of
                  Employees, any qualified pension plan, any publicly held
                  mutual fund or any employee benefit plan (or related trust)
                  sponsored or maintained by Southern or any corporation
                  Controlled by Southern shall not constitute a Change in
                  Control;

         (b)      Consummation of a reorganization, merger or consolidation of
                  the Company (a "Company Business Combination"), in each case,
                  unless, following such Company Business Combination, Southern
                  Controls the corporation surviving or resulting from such
                  Company Business Combination; or

         (c)      Consummation of the sale or other disposition of all or
                  substantially all of the assets of the Company to an entity
                  which Southern does not Control.

1.10     "Compensation Payment Date" means the date on which compensation,
         including cash retainer, meeting fees, and the Stock Retainer, is
         payable to a Director or compensation would otherwise be payable to a
         Director if an election to defer such compensation had not been made.

1.11     "Consummation" means the completion of the final act necessary to
         complete a transaction as a matter of law, including, but not limited
         to, any required approvals by the corporation's shareholders and board
         of directors, the transfer of legal and beneficial title to securities
         or assets and the final approval of the transaction by any applicable
         domestic or foreign governments or agencies.

1.12      "Control" means, in the case of a corporation, Beneficial Ownership of
          more than 50% of the combined voting power of the corporation's Voting
          Securities, or in the case of any other entity, Beneficial Ownership
          of more than 50% of such entity's voting equity interests.

1.13     "Deferred Cash Trust" means the Deferred Cash Compensation Trust for
         Directors of The Southern Company and its Subsidiaries.

1.14     "Deferred Compensation Account" means the Prime Rate Investment
         Account, the Phantom Stock Investment Account, and/or the Deferred
         Stock Account.

1.15     "Deferred Pension Election" means the election by a Director under
         Section 5.3 in connection with the deferral of receipt of the
         Director's Pension Benefit until termination from the Board.

1.16     "Deferred Stock Account" means the bookkeeping account established
         under Section 6.3 on behalf of a Director and includes shares of Common
         Stock credited thereto to reflect the reinvestment of dividends
         pursuant to Section 6.3(a)(iii).

1.17     "Deferred Stock Trust" means the Deferred Stock Trust for Directors of
         The Southern Company and its Subsidiaries.

1.18     "Director" means a member of the Board.

1.19     "Distribution Election" means the designation by a Director of the
         manner of distribution of the amounts and quantities held in the
         Director's Deferred Compensation Accounts upon the director's
         termination from the Board pursuant to Section 5.4.

1.20     "Effective Date" means January 1, 2000.

1.21     "Employee" means an employee of Southern or any of its subsidiaries
         that are "employing companies" as defined in the Southern Company
         Deferred Compensation Plan as amended and restated January 1, 2000, and
         as may be amended from time to time.

1.22     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

1.23     "Group" has the meaning set forth in Section 14(d) of the Exchange Act.

1.24     "Incumbent Board" means those individuals who constitute the Southern
         board of directors as of October 19, 1998, plus any individual who
         shall become a director subsequent to such date whose election or
         nomination for election by Southern's shareholders was approved by a
         vote of at least 75% of the directors then comprising the Incumbent
         Board. Notwithstanding the foregoing, no individual who shall become a
         director of the Southern board of directors subsequent to October 19,
         1998, whose initial assumption of office occurs as a result of an
         actual or threatened election contest (within the meaning of Rule
         14a-11 of the regulations promulgated under the Exchange Act) with
         respect to the election or removal of directors or other actual or
         threatened solicitation of proxies or consents by or on behalf of a
         Person other than the Southern board of directors shall be a member of
         the Incumbent Board.

1.25     "Market Value" means the average of the high and low prices of the
         Common Stock, as published in the Wall Street Journal in its report of
         New York Stock Exchange composite transactions, on the date such Market
         Value is to be determined, as specified herein (or the average of the
         high and low sale prices on the trading day immediately preceding such
         date if the Common Stock is not traded on the New York Stock Exchange
         on such date).

1.26     "Participant" means a Director or former Director who has an unpaid
         Deferred Compensation Account balance under the Plan.

1.27     "Participating Companies" means those companies whose boards of
         directors have authorized the establishment of trust(s) for the funding
         of their respective directors' Deferred Compensation Accounts under
         their respective Deferred Compensation Plans for Directors, including
         the Company.

1.28     "Pension Benefit" means the U.S. dollar amount of the
         actuarially-determined present value of benefits based on a Director's
         expected service at the required retirement date under The Southern
         Company Outside Directors Pension Plan, as calculated as of the
         Termination Date, plus accrued earnings on such amount calculated as if
         invested at the Prime Interest Rate from the Termination Date, until
         such amount is invested in Deferred Compensation Accounts pursuant to
         the provisions of Section 5.3.

1.29     "Pension Benefit Investment Date" means the date to be determined by
         the Committee, as of which the Director's Pension Benefit will be
         credited to a Deferred Compensation Account in accordance with the
         director's Deferred Pension Election under Section 5.3.

1.30     "Phantom Stock Investment Account" means the bookkeeping account
         established pursuant to Section 6.2 in which a Director may elect to
         defer Cash Compensation or make investments, and includes amounts
         credited thereto to reflect the reinvestment of dividends.

1.31     "Plan" means the Deferred Compensation Plan for Directors of Gulf Power
         Company as from time to time in effect.

1.32     "Plan Period" means the period designated in Section 4.

1.33     "Person" means any individual, entity or group within the meaning of
         Section 13(d)(3) or 14(d)(2) of the Exchange Act.

1.34     "Preliminary Change in Control" means the occurrence of any of the
         following as determined by the Southern Committee:

         (a)      Southern or the Company has entered into a written agreement,
                  such as, but not limited to, a letter of intent, which, if
                  Consummated, would result in a Southern Change in Control or a
                  Company Change in Control, as the case may be;

         (b)      Southern, the Company or any Person publicly announces an
                  intention to take or to consider taking actions which, if
                  Consummated, would result in a Southern Change in Control or a
                  Company Change in Control under circumstances where the
                  Consummation of the announced action or intended action is
                  legally and financially possible;

         (c)      Any Person becomes the Beneficial Owner of fifteen percent
                  (15%) or more of the Common Stock; or (d) The Southern board
                  of directors or the board of directors of the Company has
                  declared that a Preliminary Change in Control has occurred.

1.35     "Prime Interest Rate" means the prime rate of interest as published in
         the Wall Street Journal.

1.36     "Prime Rate Investment Account" means the bookkeeping account
         established pursuant to Section 6.1 in which a Director may elect to
         defer Cash Compensation or make investments, the investment return on
         which is computed at the Prime Interest Rate.

1.37     "Southern" means The Southern Company.

1.38     "Southern Change in Control" means any of the following:
         (a) The Consummation of an acquisition by any Person of Beneficial
         Ownership of 20% or more of Southern's Voting Securities; provided,
         however, that for purposes of this subsection (a), the following
         acquisitions of Southern's Voting Securities shall not constitute a
         Change in Control:

                  (i)      any acquisition directly from Southern,

                  (ii)     any acquisition by Southern,

                  (iii)    any acquisition by any employee benefit plan (or
                           related trust) sponsored or maintained by Southern or
                           any corporation controlled by Southern,

                  (iv)     any acquisition by a qualified pension plan or
                           publicly held mutual fund,

                  (v)      any acquisition by an Employee or Group composed
                           exclusively of Employees, or

                  (vi)     any Business Combination which would not otherwise
                           constitute a Change in Control because of the
                           application of clauses (i), (ii) and (iii) of Section
                           1.37(c);

         (b)      A change in the composition of Southern's board of directors
                  whereby individuals who constitute the Incumbent Board cease
                  for any reason to constitute at least a majority of Southern's
                  board of directors; or (c) Consummation of a Business
                  Combination, unless, following such Business Combination, all
                  of the following three conditions are met:

                  (i) all or substantially all of the individuals and entities
                  who held Beneficial Ownership, respectively, of Southern's
                  Voting Securities immediately prior to such Business
                  Combination beneficially own, directly or indirectly, 65% or
                  more of the combined voting power of the Voting Securities of
                  the corporation surviving or resulting from such Business
                  Combination, (including, without limitation, a corporation
                  which as a result of such transaction holds Beneficial
                  Ownership of all or substantially all of Southern's Voting
                  Securities or all or substantially all of Southern's assets)
                  (such surviving or resulting corporation to be referred to as
                  "Surviving Company"), in substantially the same proportions as
                  their ownership, immediately prior to such Business
                  Combination, of Southern's Voting Securities; (ii) no Person
                  (excluding any corporation resulting from such Business
                  Combination, any qualified pension plan, publicly held mutual
                  fund, Group composed exclusively of employees or employee
                  benefit plan (or related trust) of Southern, its subsidiaries,
                  or Surviving Company) holds Beneficial Ownership, directly or
                  indirectly, of 20% or more of the combined voting power of the
                  then outstanding Voting Securities of Surviving Company except
                  to the extent that such ownership existed prior to the
                  Business Combination; and (iii) at least a majority of the
                  members of the board of directors of Surviving Company were
                  members of the Incumbent Board at the earlier of the date of
                  execution of the initial agreement, or of the action of the
                  Southern board of directors, providing for such Business
                  Combination.

1.39     "Southern Committee" means Chairman of the Southern board of directors,
         Chief Financial Officer of Southern, General Counsel of Southern, and
         the Chairman of the "Administrative Committee", as defined in Section
         3.1 of the Southern Company Deferred Compensation Plan, as restated and
         amended effective January 1, 2000.

1.40     "Stock Retainer" means the annual Board retainer fee that is paid to
         the Director in the form of Common Stock.

1.41     "Termination Date" means January 1, 1997, the date as of which The
         Southern Company Outside Directors Pension Plan was effectively
         terminated.

1.42     "Trust Administrator" means the individual or committee that is
         established in the Deferred Stock Trust and the Deferred Cash Trust, to
         administer such trusts on behalf of the Participating Companies.

1.43     "Voting Securities" shall mean the outstanding voting securities of a
         corporation entitling the holder thereof to vote generally in the
         election of such corporation's directors.

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


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                                    SECTION 2

                                     Purpose

The Plan provides a method of deferring payment to a Director of his
compensation until a date following the termination of his membership on the
Board.

                                    SECTION 3

                                   Eligibility

An individual who serves as a Director and is not otherwise actively employed by
the Company or any of its subsidiaries or affiliates is eligible to participate
in the Plan.

                                    SECTION 4

                                  Plan Periods

Except as pertains to a Director's initial Plan Period, all Plan Periods shall
be on a calendar year basis. The initial Plan Period applicable to any person
elected to the Board who was not a Director on the preceding December 31, shall
begin on the first day of such Director's membership on the Board. The initial
Plan Period under this amended and restated plan shall begin January 1, 2000.
Except as otherwise provided herein, the terms of the Plan in effect prior to
the effective date of this Plan shall continue to be applicable to deferrals
made pursuant to the Plan prior to January 1, 2000.

                                    SECTION 5

                                    Elections

5.1      Cash Compensation

         (a)      Prior to the beginning of a Plan Period, a Director may direct
                  that payment of all or any portion of Cash Compensation that
                  otherwise would be paid to the Director for the Plan Period,
                  be deferred in amounts as designated by the Director, and
                  credited to (i) a Prime Rate Investment Account, (ii) a
                  Phantom Stock Investment Account, or, effective with
                  compensation payable on or after January 1, 2001, (iii) a
                  Deferred Stock Account. Upon the Director's termination from
                  the Board of Directors, such deferred compensation and
                  accumulated investment return held in the Director's Deferred
                  Compensation Accounts shall be distributed to the Director in
                  accordance with the Director's Distribution Election and the
                  provisions of Section 7.

         (b)      An election to defer Cash Compensation is irrevocable. Such an
                  election shall continue from Plan Period to Plan Period unless
                  the Director changes his election to defer cash compensation
                  payable in a future Plan Period prior to the beginning of such
                  future Plan Period.

         (c)      Cash Compensation deferred under this Section 5.1 shall be
                  invested in Deferred Compensation Accounts as directed by the
                  Director on the Compensation Payment Date.

5.2      Stock Retainer

         (a)      Prior to the beginning of a Plan Period, a Director may direct
                  that payment of all of the Stock Retainer that otherwise would
                  be paid to the Director for the Plan Period, be deferred by
                  the Directors, and credited to his Deferred Stock Account,
                  such deferred compensation and accumulated investment return
                  held in the Director's Deferred Stock Account shall be
                  distributed to the Director in accordance with the Director's
                  Distribution Election and the provisions of Section 7.

         (b)      An election to defer the Stock Retainer is irrevocable. Such
                  an election shall continue from Plan Period to Plan Period
                  unless the Director changes his election to defer Stock
                  Retainer paid in a future Plan Period prior to the beginning
                  of such future Plan Period.

         (c)      Stock Retainer deferred under this Section 5.2 shall be
                  invested in Deferred Stock Account as directed by the Director
                  on the Compensation Payment Date.

5.3      Deferred Pension Election

         Any Director, who had a Pension Benefit as of the Termination Date,
         made a single one-time election, to credit all of his Pension Benefit
         into (i) a Prime Rate Investment Account or (ii) a Phantom Stock
         Investment Account. Upon the Director's termination from the Board,
         such Pension Benefit and accumulated investment return held in the
         Director's Deferred Compensation Accounts shall be distributed to the
         Director in accordance with the Director's Distribution Election made
         in accordance with Section 5.4(b) and the provisions of Section 7.

5.4      Distribution Election

         (a)      Except as set forth in Section 5.4(b), prior to the initial
                  establishment of a Deferred Compensation Account for a
                  Director, the Director must elect that upon termination from
                  the Board of Directors the values and quantities held in the
                  Directors Deferred Compensation Accounts be distributed to the
                  Director, pursuant to the provisions of Section 7, in a lump
                  sum or in a series of annual installments not to exceed ten
                  (10). The time for the commencement of distribution shall not
                  be later than the first day of the month coinciding with or
                  next following the second anniversary of termination of Board
                  membership.

         (b)      Any Director who made a Deferred Pension Election in
                  accordance with Section 5.3 made a Distribution Election at
                  the time the Deferred Pension Election was made, attributable
                  to the Pension Benefit and any accumalated investment return.

         (c)      Distribution Elections made under Sections 5.4 (a) and (b) are
                  irrevocable except that a Director may amend either or both
                  Distribution Elections then in effect not prior to the 390th
                  day or later than the 360th day prior to his termination of
                  Board membership.

5.5      Beneficiary Designation

         A Director or former Director may designate a beneficiary to receive
         distributions from the Plan in accordance with the provisions of
         Section 7 upon the death of the director. The beneficiary designation
         may be changed by a Director or former Director at any time, and
         without the consent of the prior beneficiary.

5.6      Form of Election

         All elections pursuant to the provisions of this Section 5 of the Plan
         shall be made in writing to the Secretary or Assistant Secretary of the
         Company on a form or forms available upon request of the Secretary or
         Assistant Secretary.


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                                    SECTION 6

                                    Accounts

6.1      Prime Rate Investment Account

         A Prime Rate Investment Account shall be established for each Director
         electing deferral or investment of Cash Compensation at the Prime
         Interest Rate. The amount directed by the Director to such account
         shall be credited to it as of the Pension Benefit Investment Date or
         Compensation Payment Date, as applicable, and credited thereafter with
         interest computed using the Prime Interest Rate. Interest shall be
         computed from the date such compensation is credited to the account and
         compounded quarterly at the end of each calendar quarter. The Prime
         Interest Rate in effect on the first day of a calendar quarter shall be
         deemed the Prime Interest Rate in effect for that entire quarter.
         Interest shall accrue and compound on any balance until the amount
         credited to the account is fully distributed.

6.2      Phantom Stock Investment Account

         The Phantom Stock Investment Account established for each Director
         electing deferral of Cash Compensation for investment at the Common
         Stock investment rate shall be credited with the number of shares
         (including fractional shares rounded to the nearest ten-thousandth) of
         Common Stock which could have been purchased on the Pension Benefit
         Investment Date or the Compensation Payment Date, as applicable, as
         determined by dividing the applicable compensation by the Market Value
         on such date. On the date of the payment of dividends on the Common
         Stock, the Director's Phantom Stock Investment Account shall be
         credited with additional shares (including fractional shares rounded to
         the nearest ten-thousandth) of Common Stock, as follows:

         (a)      In the case of cash dividends, such additional shares as would
                  have been purchased as of the Common Stock dividend record
                  date as if the credited shares had been outstanding on such
                  date and dividends reinvested thereon under the Southern
                  Investment Plan;

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

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

6.3      Deferred Stock Account

         (a)      A Director's Deferred Stock Account will be credited:

                  (i)      with the number of shares of Common Stock (rounded to
                           the nearest ten thousandth of a share) determined by
                           dividing the amount of Cash Compensation subject to
                           deferral or investment in the Deferred Stock Account
                           by the average price paid by the Trustee of the
                           Deferred Stock Trust for shares of Common Stock with
                           respect to the Pension Benefit Investment Date or the
                           Compensation Payment Date, as applicable, as reported
                           by the Trustee, or, if the Trustee shall not at such
                           time purchase any shares of Common Stock, by the
                           Market Value on such date;

                  (ii)     as of the date on which Stock Retainer is paid, the
                           shares of Common Stock payable to the Director as his
                           Stock Retainer; and

                  (iii)    as of each date on which dividends are paid on the
                           Common Stock, with the number of shares of Common
                           Stock (rounded to the nearest ten thousandth of a
                           share) determined by multiplying the number of shares
                           of Common Stock credited in the Director's Deferred
                           Stock Account on the dividend record date, by the
                           dividend rate per share of Common Stock, and dividing
                           the product by the price per share of Common Stock
                           attributable to the reinvestment of dividends on the
                           shares of Common Stock held in the Deferred Stock
                           Trust on the applicable dividend payment date or, if
                           the Trustee of the Deferred Stock Trust has not
                           reinvested in shares of Common Stock on the
                           applicable dividend reinvestment date, the product
                           shall be divided by the Market Value on the dividend
                           payment date.

         (b)      If Southern enters into transactions involving stock splits,
                  stock dividends, reverse splits or any other recapitalization
                  transactions, the number of shares of Common Stock credited to
                  a Director's Deferred Stock Account will be adjusted (rounded
                  to the nearest ten thousandth of a share) so that the
                  Director's Deferred Stock Account reflects the same equity
                  percentage interest in Southern after the recapitalization as
                  was the case before such transaction.

         (c)      If at least a majority of Southern's stock is sold or
                  exchanged by its shareholders pursuant to an integrated plan
                  for cash or property (including stock of another corporation)
                  or if substantially all of the assets of Southern are disposed
                  of and, as a consequence thereof, cash or property is
                  distributed to Southern's shareholders, each Director's
                  Deferred Stock Account will, to the extent not already so
                  credited under this Section 6.3, be (i) credited with the
                  amount of cash or property receivable by a Southern
                  shareholder directly holding the same number of shares of
                  Common Stock as is credited to such Director's Deferred Stock
                  Account and (ii) debited by that number of shares of Common
                  Stock surrendered by such equivalent Southern shareholder.

         (d)      Each Director who has a Deferred Stock Account also shall be
                  entitled to provide directions to the Trust Administrator to
                  cause such committee to similarly direct the Trustee of the
                  Deferred Stock Trust to vote, on any matter presented for a
                  vote to the shareholders of Southern, that number of shares of
                  Common Stock held by the Deferred Stock Trust equivalent to
                  the number of shares of Common Stock credited to the
                  Director's Deferred Stock Account. Such committee shall
                  arrange for distribution to all Directors in a timely manner
                  of all communications directed generally to the Southern
                  shareholders as to which their votes are solicited.

                                    SECTION 7

                                  Distributions

7.1      Upon termination of a Director's membership on the Board, the amount
         credited to a Director's Deferred Compensation Accounts will be paid to
         the Director or his beneficiary, as applicable. The amount credited to
         a Director's Prime Rate Investment Account and Phantom Stock Investment
         Account shall be paid in cash and the amount credited to his Deferred
         Stock Account shall, except as otherwise provided in Section 6.3(c),
         Section 9.5, or to the extent the Company is otherwise, in the
         reasonable judgment of the Committee, precluded from doing so, be paid
         in shares of Common Stock (with any fractional share interest therein
         paid in cash to the extent of the then Market Value thereof). Such
         payments shall be from the general assets of the Company (including the
         Deferred Cash Trust and the Deferred Stock Trust) in accordance with
         this Section 7.

7.2      Unless other arrangements are specified by the Committee on a uniform
         and nondiscriminatory basis, deferred amounts shall be paid in the form
         of (i) a lump sum payment, or (ii) in approximately equal annual
         installments, as elected by the Director pursuant to the provisions of
         Section 5.4. Such payments shall be made (or shall commence) as soon as
         practicable following the termination of Board membership or, if so
         elected in the Distribution Election, up to twenty-four (24) months
         following such termination.

         In the event a Director elected to receive the balance of his Deferred
         Compensation Accounts in a lump sum, distribution shall be made on the
         first day of the month selected by the Director on his Distribution
         Election, or as soon as reasonably possible thereafter. If the Director
         elected to receive annual installments, the first payment shall be made
         on the first day of the month selected by a Director, or as soon as
         reasonably possible thereafter, and shall be equal to the balance in
         the Director's Deferred Compensation Accounts on such date divided by
         the number of annual installment payments. Each subsequent annual
         payment shall be an amount equal to the balance in the Director's
         Deferred Compensation Accounts on the date of payment divided by the
         number of remaining annual payments and shall be paid on the
         anniversary of the preceding date of payment. The Market Value of any
         shares of Common Stock credited to a Director's Phantom Stock
         Investment Account shall be determined as of the twenty-fifth (25th)
         day of the month immediately preceding the date of any lump sum or
         installment distribution. Notwithstanding a Director's election to
         receive his Deferred Compensation Account Balance in installments, the
         Committee, in its sole discretion upon request of the Director or his
         legal representative, may accelerate the payment of any such
         installments for cause.

         Upon the death of a Director, or a former Director prior to the payment
         of all amounts credited to the Director's Deferred Compensation
         Accounts, the unpaid balance shall be paid in the sole discretion of
         the Committee (i) in a lump sum to the designated beneficiary of such
         Director or former Director within thirty (30) days of the date of
         death (or as soon as reasonably possible thereafter) or (ii) in
         accordance with the Distribution Election made by such Director or
         former Director. In the event a beneficiary designation has not been
         made, or the designated beneficiary is deceased or cannot be located,
         payment shall be made to the estate of the Director or former Director.
         The Market Value of any shares of Common Stock credited to a Director's
         Phantom Stock Investment Account shall be determined as of the
         twenty-fifth (25th) day of the month immediately preceding the date of
         any lump sum or installment distribution.


<PAGE>


                                    SECTION 8

                 Change in Control and Other Special Provisions

8.1      Notwithstanding any other terms of the Plan to the contrary, following
         a Southern Change in Control or a Company Change in Control, the
         provisions of this Section 8 shall apply to the payment of benefits
         under the Plan with respect to any Director who is a Participant on
         such date.

8.2      The Deferred Cash Trust and the Deferred Stock Trust (collectively
         "Trusts") have been established to hold assets of the Participating
         Companies under certain circumstances as a reserve for the discharge of
         the Company's obligations under the Plan. In the event of a Preliminary
         Change in Control of Southern or the Company, the Company shall be
         obligated to immediately contribute such amounts to the Trusts as may
         be necessary to fully fund all benefits payable under the Plan in
         accordance with the procedures set forth in Section 8.3 hereof. In
         addition, in order to provide the added protections for certain
         individuals in accordance with Paragraph 7(c) of the Trust, the Company
         may fund the Trusts prior to a Preliminary Change in Control of
         Southern or the Company in accordance with the terms of the Trusts. All
         assets held in the Trusts remain subject only to the claims of the
         Participating Companies' general creditors whose claims against the
         Participating Companies are not satisfied because of the Participating
         Companies' bankruptcy or insolvency (as those terms are defined in the
         Trust). No Participant has any preferred claim on, or beneficial
         ownership interest in, any assets of the Trusts before the assets are
         paid to the Participant and all rights created under the Trusts, as
         under the Plan, are unsecured contractual claims of the Participant
         against the Company.

8.3      As soon as practicable following either a Preliminary Change in Control
         of Southern or of the Company, the Company shall contribute an amount
         based upon the funding strategy adopted by the Trust Administrator
         necessary to fulfill the Company's obligations pursuant to this Section
         8. In the event of a dispute over such actuary's determination, the
         Company and any complaining Participant(s) shall refer such dispute to
         an independent, third party actuarial consultant, chosen by the Company
         and such Participant. If the Company and the Participant cannot agree
         on an independent, third party actuarial consultant, the actuarial
         consultant shall be chosen by lot from an equal number of actuaries
         submitted by the Company and the applicable Trustee. Any such referral
         shall only occur once in total and the determination by the third-party
         actuarial consultant shall be final and binding upon both parties. The
         Company shall be responsible for all of the fees and expenses of the
         independent actuarial consultant.

8.4      In the event of a Southern Change in Control or a Company Change in
         Control, notwithstanding anything to the contrary in the Plan, upon
         termination as a Director, that amount in the Deferred Compensation
         Plan Account(s) of a Participant who was a Director determined as of
         such Change in Control shall be paid out in a lump sum if such
         Participant makes an election pursuant to procedures established by the
         Trust Administrator, in its sole and absolute discretion. If no such
         election is made, the Director shall receive payment of his Accounts
         solely in accordance with Section 7.

                                    SECTION 9

                               General Provisions

9.1      In the event that the Company shall decide to establish an advance
         accrual reserve on its books against the future expense of payments
         from any Deferred Compensation Accounts, such reserve shall not under
         any circumstances be deemed to be an asset of this Plan but, at all
         times, shall remain a part of the general assets of the Company,
         subject to claims of the Company's creditors.

9.2      A person entitled to any amount under this Plan shall be a general
         unsecured creditor of the Company with respect to such amount.
         Furthermore, a person entitled to a payment or distribution with
         respect to a Deferred Compensation Account shall have a claim upon the
         Company only to the extent of the balance in his Deferred Compensation
         Accounts.

9.3      All commissions, fees, and expenses that may be incurred in operating
         the Plan will be paid by the Company.

9.4      The Company will pay its prorated share of all commissions, fees, and
         expenses that may be incurred in operating any trust(s) established
         under the Plan (including the Deferred Stock Trust and the Deferred
         Cash Trust).

9.5      Notwithstanding any other provision of this Plan: (i) elections under
         this Plan may only be made by Directors while they are directors of the
         Company; (with the exception of the designation of beneficiaries) and
         (ii) distributions otherwise payable to a Director in the form of
         Common Stock shall be delayed and/or instead paid in cash in an amount
         equal to the fair market value thereof if such payment in Common Stock
         would violate any federal or State securities laws (including Section
         16(b) of the Securities Exchange Act of 1934, as amended) and/or rules
         and regulations promulgated thereunder.

9.6      Directors, their legal representatives and their beneficiaries shall
         have no right to anticipate, alienate, sell, assign, transfer, pledge
         or encumber their interests in the Plan, nor shall such interests be
         subject to attachment, garnishment, levy or execution by or on behalf
         of creditors of the Directors or of their beneficiaries.

                                   SECTION 10

                                 Administration

Subject to the express provisions of the Plan, the Committee shall have the
exclusive right to interpret the Plan, to prescribe, amend and rescind rules and
regulations relating to it and to make all other determinations necessary or
advisable for the administration of the Plan. The decisions, actions and records
of the Committee shall be conclusive and binding upon the Company and all
persons having or claiming to have any right or interest in or under the Plan.

The Committee may delegate to such officers, employees, or departments of the
Company or Southern, such authority, duties, and responsibilities of the
Committee as it, in its sole discretion, considers necessary or appropriate for
the proper and efficient operation of the Plan, including, without limitation,
(i) interpretation of the Plan, (ii) approval and payment of claims, and (iii)
establishment of procedures for administration of the Plan.

                                   SECTION 11

                    Amendment, Termination and Effective Date

11.1     Amendment of the Plan

         Except for the provisions of Section 8, which may not be amended
         following a Southern Change in Control or Company Change in Control,
         and subject to the provisions of Section 11.3, the Plan may be wholly
         or partially amended or otherwise modified at any time by written
         action of the Board of Directors.

11.2     Termination of the Plan

         Subject to the provisions of Section 11.3 herein, the Plan may be
         terminated at any time by written action of the Board of Directors.


<PAGE>


11.3     No Impairment of Benefits

         Notwithstanding the provisions of Sections 11.1 and 11.2, herein no
         amendment to or termination of the Plan shall impair any rights to
         benefits that have accrued hereunder.

11.4     Governing Law

         This Plan shall be construed in accordance with and governed by the
laws of the State of Maine.

         IN WITNESS WHEREOF, the Plan, as amended and restated effective January
1, 2000, has been executed pursuant to resolutions of the Board of Directors of
Gulf Power Company, this 16th day of October, 2000.

                               GULF POWER COMPANY

                               By: ________________________________
                                   Travis J. Bowden
                                   President and Chief Executive Officer

Attest:

By: ___________________________
      Linda G. Malone
      Assistant Secretary

<PAGE>



                                 FIRST AMENDMENT
                           TO THE AMENDED AND RESTATED
                   DEFERRED COMPENSATION PLAN FOR DIRECTORS OF

                               GULF POWER COMPANY

         WHEREAS, Gulf Power Company ("Company") established the Amended and
Restated Deferred Compensation Plan for Directors of Gulf Power Company ("Plan")
to provide a method for a Director to defer payment of his Director's
compensation until a date following the termination of his membership on the
Board; and

         WHEREAS, pursuant to the authority granted to it under Section 11.1 of
the Plan, the Company desires to amend the Plan to provide for an additional
bookkeeping account that is credited with shares of stock, other than Common
Stock, that is paid as a dividend on shares of Common Stock.

         NOW THEREFORE, effective January 1, 2001, the Plan is hereby amended in
the following particulars:

         By amending Section 1.12 to read in its entirety:

1.12     "Deferred Compensation Account" means the Prime Rate Investment
         Account, the Phantom Stock Investment Account, the Deferred Stock
         Account and/or the Stock Dividend Investment Account.

         By renumbering Sections 1.40 through 1.43 to Sections 1.41 through
1.44.

         By adding new Section 1.40 to read in its entirety:

1.40     "Stock Dividend Investment Account" means the bookkeeping account(s)
         established pursuant to section 6.4 on behalf of a Director that is
         credited with shares of stock, other than Common Stock, paid as a
         dividend on shares of Common Stock.

         By adding new Section 6.4 to read in its entirety:

6.4      Stock Dividend Investment Account

(a)      A Director's Stock Dividend Investment Account will be credited as of
         the date on which a dividend is paid to the Company's common
         stockholders in stock other than Common Stock with the number of shares
         of the other corporation's stock receivable by a Southern stockholder
         directly holding the same number of shares of Common Stock as is
         credited to such Director's Deferred Stock Account.

(b)      Each Director who has a Stock Dividend Investment Account also shall be
         entitled to provide directions to the Trust Administrator to similarly
         direct the Trustee of the Deferred Stock Trust to vote on any matter
         presented for a vote to the applicable corporation's shareholders, that
         number of shares of the applicable corporation's common stock held by
         the Deferred Stock Trust equivalent to the number of shares credited to
         the Director's Stock Dividend Investment Account. The Trust
         Administrator shall arrange for distribution to all Directors in a
         timely manner of all communications directed generally to the
         applicable corporation's shareholders as to which their votes are
         solicited.

         By adding new Section 7.1(c) to read in its entirety:

(c)      the amount credited to a Stock Dividend Investment Account shall,
         except as otherwise provided in section 9.5, be paid from the assets in
         the Deferred Stock Trust in shares of the applicable corporation,
         however if there is not a sufficient number of shares held in the
         Trust, the remainder shall be paid in cash based upon the average of
         the high and low price of the stock as reported in the Wall Street
         Journal on the business day immediately proceeding the distribution
         date.

         IN WITNESS WHEREOF, the First Amendment has been executed by a duly
authorized officer of Gulf Power Company pursuant to resolutions of the Board of
Directors of the Company, this 27th day of October, 2000.

                               GULF POWER COMPANY


                               By:
                                  -------------------------------
                                        Travis J. Bowden

                               Its:     President and CEO
                                   ------------------------------

ATTEST:

By:
   --------------------------------------------------
         W. E. Tate

Its:     Secretary
    -------------------------------------------------