Exhibit 10(a)73















                              THE SOUTHERN COMPANY
                              PERFORMANCE PAY PLAN

                             As Amended and Restated
                            Effective January 1, 1996







<PAGE>







                              THE SOUTHERN COMPANY
                              PERFORMANCE PAY PLAN

                             As Amended and Restated
                            Effective January 1, 1996




ARTICLE           DESCRIPTION                             PAGE


I    Definitions...........................................1


II   Participation.........................................5


III  Funding of Incentive Pay Awards.......................7


IV  Incentive Pay Award Opportunities......................9


V   Administration of Plan................................10


VI  Miscellaneous Provisions..............................12



<PAGE>





                              THE SOUTHERN COMPANY
                              PERFORMANCE PAY PLAN

                                    Purposes

         The purposes of the Performance Pay Plan are to focus the attention and
efforts of employees on goals which have a direct and significant influence on
individual, organizational and corporate performance; to improve the correlation
between pay and performance for the achievement of individual, organizational
and corporate goals; and to provide the potential for levels of compensation
that will enhance the ability of the Operating Companies to attract, retain, and
motivate employees. In order to achieve these objectives, the Performance Pay
Plan is intended to pay additional compensation to eligible employees based upon
individual, organizational and corporate performance. Such compensation shall be
paid out of the general assets of The Southern Company. No benefits under the
Performance Pay Plan shall be deferred or held in trust for the benefit of
eligible employees. The Performance Pay Plan is not intended to be an employee
benefit plan or any other plan subject to regulation by the Employee Retirement
Income Security Act of 1974.

         The Performance Pay Plan was established effective January 1, 1989. It
has subsequently been amended and restated effective January 1, 1991 and January
1, 1993. The Board of Directors of Southern Company Services, Inc. now desires
to amend and restate the Performance Pay Plan to expand eligibility and modify
the basis for funding and allocating Incentive Pay Awards. The effective date of
this amendment and restatement (the "Restatement Effective Date") of the
Performance Pay Plan shall be January 1, 1996.

                                    ARTICLE I
                                  Definitions

         For purposes of the Performance Pay Plan, the following terms shall
have the following meanings, unless a different meaning is plainly required by
the context:

         1.1 "Annual Salary" shall mean with respect to Employees the base
salary or wages paid to a Participant before deductions for taxes, social
security, etc., including all amounts contributed by an Operating Company to The
Southern Electric System Flexible Benefits Plan or The Southern Company Flexible
Benefits Plan on behalf of a Participant, amounts contributed by any Operating
Company to The Southern Company Employee Savings Plan as Elective Employer
Contributions, as said term is defined in Section 4.1 therein, pursuant to the
Participant's exercise of his deferral option made in accordance with Section
401(k) of the Internal Revenue Code, and amounts contributed to the Deferred
Compensation Plan for The Southern Company, but excluding all awards under The
Southern Company Performance Pay Plan and The Southern Company Productivity
Improvement Plan, overtime pay, shift differential and substitution pay. With
respect to Covered Employees, "Annual Salary" shall be defined in the Covered
Employee Plan established by an Operating Company for the benefit of Covered
Employees.

         1.2 "Base Funding Opportunity" shall mean the funding percentage
determined with reference to ROE earned by The Southern Company and each
Operating Company as provided in Appendix A.

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

         1.4 "Company Goals" shall mean the goals established annually by The
Southern Company Leadership Council and set forth in Schedule V.

         1.5 "Covered Employee" shall mean an employee of an Operating Company
covered by a collective bargaining agreement between the Operating Company and a
union or other employee representative who participates in a Covered Employee
Plan.

         1.6 "Covered Employee Plan" shall mean a performance based plan
established for the benefit of Covered Employees by an Operating Company
pursuant to a collective bargaining agreement which plan is maintained in
conjunction with this Performance Pay Plan.

     1.7  "Earnings   Thresholds"  shall  mean  The  Southern  Company  Earnings
Threshold and the Operating Company Earnings  Threshold set forth at Section 3.1
of the Plan.

     1.8 "Effective Date" shall mean January 1, 1989. The "Restatement Effective
Date" shall mean
January 1, 1996.

         1.9 "Grade Value" shall mean with respect to Employees the assigned
dollar value within the Annual Salary range for a grade level in a Performance
Period and upon which Incentive Pay Awards are based. Grade Values of Employees
who commence service during a Performance Period and Grade Values of Employees
who terminate their employment for one of the reasons set forth in Section
2.1(b)(1)-(5) shall be prorated based upon their date of commencement or
termination of service with their Operating Company in accordance with Schedule
I or Schedule II, as appropriate. With respect to Covered Employees, "Grade
Value" shall be defined in the Covered Employee Plan established by the
Operating Company in which such Covered Employee participates.

     1.10  "Incentive  Pay Award" shall mean the amount awarded to a Participant
in accordance with Article
IV.

         1.11 "Incentive Pay Award Pool" shall mean the pool of funds
established in accordance with Article III either for the benefit of Employees
or for the benefit of Covered Employees, respectively, and which funds are
allocated to each Operating Company.

         1.12 "Employee" shall mean each active full-time and regular part-time
employee of an Operating Company, regardless of their classification as an
exempt or non-exempt employee. The term "Employee" shall not include any person
who is a temporary employee, cooperative employee, a contractor of an Operating
Company or an employee covered by a collective bargaining agreement unless such
employee is eligible to participate in the Plan as an Employee pursuant to an
agreement between his Operating Company and his collective bargaining
representative. In addition, the term "Employee" shall not include any employee
who is eligible to participate in any incentive compensation program maintained
by his Operating Company that specifically provides that an eligible employee
under such program shall not be entitled to also receive Incentive Pay Awards
under this Plan.

         1.13 "Operating Companies" shall mean Southern Company Services, Inc.,
or any affiliate or subsidiary (direct or indirect) of The Southern Company,
which the Board of Directors may from time to time determine to be eligible to
participate under the Plan and which shall adopt the Plan, and any successor of
any such affiliate or subsidiary. The Operating Companies as of the Restatement
Effective Date are as follows: Alabama Power Company, Georgia Power Company,
Gulf Power Company, Mississippi Power Company, Savannah Electric and Power
Company, Southern Company Services, Inc. and Southern Nuclear Operating Company,
Inc.

     1.14  "Participant"  shall mean all  Employees  and Covered  Employees  who
satisfy the criteria set forth in Article II.

         1.15 "Performance Period" shall mean each 12-month period commencing on
the first day of January and ending on the last day of December next following.

         1.16 "Plan" shall mean The Southern Company Performance Pay Plan, as
described herein or as from time to time amended.

     1.17 "Plan  Administrator"  shall mean Southern  Company  Compensation  and
Benefits Department.

         1.18     "ROE" shall mean return on equity.

     1.19 "The Southern  Company Earnings Test" shall mean the test set forth at
Section 3.2(b) of the Plan.

         1.20 "The Southern Company Earnings Threshold" shall mean the
percentage ROE determined under Section 3.1(a).

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



<PAGE>


                                   ARTICLE II
                                 Participation

     2.1 Employees.  All Employees of an Operating  Company shall be eligible to
participate in the Plan and receive Incentive Pay Awards.

         (a) Employees who commence service with an Operating Company after
January 1 and before December 15 of a Performance Period shall be eligible to
receive Incentive Pay Awards in the same proportion as the ratio of the number
of months employed during a Performance Period bears to the total number of
months in a Performance Period. For purposes of calculating the number of months
of employment with an Operating Company under this Section 2.1:

          (1) Employees  whose  effective date of employment is on or before the
     fourteenth  (14th) day of a month shall be  considered  Employees as of the
     first day of such month; and

          (2) Employees  whose  effective  date of employment is on or after the
     fifteenth (15th) day of a month shall not be considered Employees until the
     first day of the next succeeding month.

                  Employees whose effective date of employment is on or after
December 15 of a Performance Period shall not be eligible to participate until
the next succeeding Performance Period.

         (b) Employees whose employment with an Operating Company is terminated
during a Performance Period for one of the following reasons shall be eligible
to receive an Incentive Pay Award for such Performance Period on a pro-rata
basis:

                    (1) retirement,

                    (2) total  disability (as determined by the Social  Security
               Administration),

                    (3) death,

                    (4)  termination  of  employment,  but only in the event the
               Participant  shall  transfer  to or  be  reemployed  by  Southern
               Electric  International,  Inc., or any successor thereto,  during
               such Performance Period, or

                    (5) termination  from  participation in the Plan because the
               requirements of Section 1.13 above are not met.

                  The pro-rata amount of an Incentive Pay Award shall be
determined for the Performance Period in which such termination described above
occurs by a fraction which is the number of months of employment with an
Operating Company during the Performance Period, divided by the total number of
months in the Performance Period. For purposes of calculating the number of
months of employment with an Operating Company under this Section 2.(1)(b) for
an Employee whose service is terminated for one of the reasons described above:

                  (1) The month in which the Employee's service terminates shall
not be considered if such terminating event occurs on or before the fourteenth
(14th) day of the month; and

                  (2) The month in which the Employee's service terminates shall
be considered if such terminating event occurs on or after the fifteenth (15th)
day of the month.

                  An Employee whose employment with an Operating Company is
terminated during a Performance Period for any reason other the reasons
described above shall not be eligible to receive an Incentive Pay Award for such
Performance Period.

     (c)  Notwithstanding  paragraphs (a) and (b) above, the following employees
of Alabama Power Company are ineligible to  participate  in the Plan:  Appliance
Sales Persons with Job Code 4074 and  Commissioned  Commercial  Account Managers
with Job Code 5867.

         2.2 Covered Employees. All Covered Employees of an Operating Company
who are covered under a Covered Employee Plan shall not be eligible to
participate in the Plan, but shall be eligible to participate in the Covered
Employee Plan and to receive Incentive Pay Awards in accordance with the terms
of such Covered Employee Plan.


<PAGE>


                                   ARTICLE III
                        Funding of Incentive Pay Awards

         3.1 Earnings Thresholds. Incentive Pay Award Pools shall be eligible
for funding for the Performance Period in an amount determined in accordance
with this Article III of the Plan for each Operating Company, provided both of
the following Earnings Thresholds are achieved:

         (a) Southern Company Earnings Threshold - The Southern Company achieves
earnings during the Performance Period equal to or greater than a percentage
return on equity, which percentage is designated by The Southern Company
Management Council by no later than the end of each Performance Period and which
percentage shall be set forth on Schedule III; and

         (b) Operating Company Earnings Threshold - Each Operating Company
achieves earnings during the Performance Period equal to or greater than a
percentage return on equity, which percentage is designated by The Southern
Company Management Council by no later than the end of each Performance Period
and which percentage and its dollar equivalent shall be set forth on Schedule
IV.

If, during the Performance Period, The Southern Company Earnings Threshold is
not satisfied, no Incentive Pay Award Pool for any Operating Company shall be
eligible for funding. If, during the Performance Period, The Southern Company
Earnings Threshold is satisfied, but an Operating Company fails to satisfy its
Operating Company Earnings Threshold, such Operating Company's Incentive Pay
Award Pool shall not be eligible for funding. If, during the Performance Period,
The Southern Company Earnings Threshold is satisfied and the Operating Company
satisfies its Operating Company Earnings Threshold, such Operating Company's
Incentive Pay Award Pools shall be eligible for funding in accordance with this
Article III.

         3.2 Funding for Employee Participants. Subject to paragraph (c) below,
Plan funding for the Incentive Pay Award Pool benefiting Employees for each
Operating Company shall equal for any given Performance Period the percentage
provided under The Southern Company Earnings Test set forth in paragraph (a)
below reduced or increased by the achievement of the Company Goals set forth in
paragraph (b) below.

     (a) The Southern  Company Earnings Test. The Southern Company Earnings Test
set forth in Appendix A shall be applied at the end of each  Performance  Period
to determine the Base Funding Opportunity.

     (b) Company  Goals.  The Chief  Executive  Officer of The Southern  Company
shall determine in his sole discretion  whether to increase or decrease the Base
Funding  Opportunity  established in paragraph (a) above based on achievement of
the Company Goals set forth in Schedule V. Such  increase or decrease  shall not
cause a deviation of more than 10% in the Base Funding Opportunity.

     (c) If an Employee  Participant  transfers from one Funding Unit to another
Funding Unit during a Performance  Period, the transferee Funding Unit will fund
such Participant's  Incentive Pay Award for the entire  Performance  Period, and
shall include such Participant's Grade Value in the calculation of the Incentive
Pay Award Pool for the transferee Funding Unit without prorating the Grade Value
of such Participant for the Performance Period.

     3.3 Funding for Covered  Employee  Participants.  With respect to a Covered
Employee Plan  sponsored by an Operating  Company,  such Plan shall be funded in
accordance with this Section 3.3.

         (a) A Covered Employee Plan shall be eligible for funding provided the
Earnings Thresholds set forth in Section 3.1 are satisfied.

         (b) Provided the Incentive Pay Award Pool for a Covered Employee Plan
is eligible for funding under Paragraph (a) above, the Incentive Pay Award Pool
for a Covered Employee Plan shall be funded in accordance with its terms, except
that the maximum dollar amount of the Incentive Pay Award Pool for the Covered
Employee Plan shall be subject to and may be limited by The Southern Company
Earnings Test.

         3.4 Extraordinary Item Exception. If requested by an Operating Company,
at the sole discretion of the Chief Executive Officer of The Southern Company,
the Incentive Pay Award Pool for a Performance Period may be calculated without
regard to any extraordinary item of income or expense ("Extraordinary Item")
incurred by The Southern Company or any Operating Company, provided such
determination is made prior to the close of the Performance Period. If the Chief
Executive Officer of The Southern Company approves an Extraordinary Item, it
shall be identified in Schedule VI, and, in addition, an explanation as to how
such Extraordinary Item shall impact upon the funding of the Plan and the
Incentive Pay Award Pool of the Operating Company requesting approval of the
Extraordinary Item shall be set forth therein.

     3.5  Determination  of  Funding  Amount.  Funding in  accordance  with this
Article III shall be fixed in all events by the end of each Performance Period.


<PAGE>


                                   ARTICLE IV
                       Incentive Pay Award Opportunities

         4.1      Employee Participants.

         (a) The Incentive Pay Award Pool benefiting Employee Participants of an
Operating Company shall be allocated to each Operating Company in accordance
with Article III. The amount allocated to each Operating Company shall then be
allocated by the Plan Administrator among Participants in proportion to each
such Participant's Annual Salary, except that for the 1996 Performance Period
only, the Plan Administrator, in its sole discretion, may allocate such
Incentive Pay Awards for all or certain Participants based on their Grade Value.

         (b) The Plan Administrator shall be solely responsible for calculating
each Participant's Incentive Pay Award and distributing such Incentive Pay
Award.

         (c) The Plan Administrator shall endeavor to pay the Incentive Pay
Awards for a Performance Period to the Participants not later than two and
one-half (2 1/2) months following the close of the preceding Performance Period,
or such shorter or longer period of time following the close of the preceding
Performance Period as may be required under the Internal Revenue Code to
preserve the federal income tax deduction for Incentive Pay Awards paid with
respect to such Performance Period. The Incentive Pay Award payment shall be
made in cash or its functional equivalent and the receipt of such payment may
not be deferred at the option of the Participant. In the event of a
Participant's death prior to the payment of any Incentive Pay Award payable to
the Participant, such amount shall be paid to the estate of the Participant.

         4.2      Covered Employee Participants.

         (a) The Incentive Pay Award Pool benefiting Covered Employees of an
Operating Company shall be allocated among Covered Employee Participants in the
Covered Employee Plan in accordance with the terms of such Covered Employee
Plan.

         (b) The Plan Administrator shall be solely responsible for calculating
and distributing each Participant's Incentive Pay Award in accordance with the
terms of the Covered Employee Plan in which the Covered Employee Participant
participates.


<PAGE>


                                    ARTICLE V
                             Administration of Plan

         5.1 Employment of Agents. The Plan Administrator shall be responsible
for the daily administration of the Plan and may appoint other persons or
entities to perform or assist in the performance of any of its fiduciary duties,
subject to its review and approval. The Plan Administrator shall have the right
to remove any such appointee from his position without cause upon notice. Any
person, group of persons, or entity may serve in more than one fiduciary
capacity.

         5.2      Record Keeping and Reporting.

         (a) The Plan Administrator shall maintain permanent records and
accounts of Participants and shall be responsible for all receipts,
disbursements, transfers and other transactions concerning the Plan. Such
accounts, books, and records relating thereto shall be open to inspection and
audit by the Boards of Directors of the Operating Companies and any persons
designated thereby at all reasonable times.

         (b) The Plan Administrator shall undertake the preparation and filing
of all documents and forms required by any governmental agency. The Plan
Administrator shall keep all such books of account records, and other data as
may be necessary for proper administration of the Plan.

         5.3 Responsibilities in General. The Plan Administrator shall
administer the Plan in accordance with its terms and shall have all powers
necessary to carry out the provisions of the Plan as more particularly set forth
herein. The Plan Administrator shall interpret the Plan and shall determine all
questions concerning eligibility, administration, interpretation, and
application of the Plan, and all such determinations shall be conclusive and
binding on all Participants and interested persons. The Plan Administrator shall
adopt such procedures and guidelines as it deems necessary and/or desirable in
order to discharge its duties hereunder.

         5.4 Indemnification. The Operating Companies shall indemnify the Plan
Administrator against any and all claims, losses, damages, expenses, and
liability arising from its actions or omissions, except when the same is finally
adjudicated to be due to gross negligence or willful misconduct. The Operating
Companies may purchase at their own expense sufficient liability insurance for
the Plan Administrator to cover any and all claims, losses, damages, and
expenses arising from any action or omission in connection with the execution of
the duties as the Plan Administrator.

     5.5 Service of Process. The Plan Administrator shall be the appointed agent
for the service of process.



<PAGE>


                                   ARTICLE VI
                            Miscellaneous Provisions

         6.1 No Right of Assignment or Alienation. Neither the Participant nor
his personal representative shall have any rights to commute, sell, assign,
transfer or otherwise convey the right to receive any payments hereunder, which
payments and the rights thereto are expressly declared to be nonassignable and
nontransferable. Any attempt to assign or transfer the right to payments of this
Plan shall be void and have no effect.

     6.2 No Trust  Requirement.  The  Operating  Company  shall not  reserve  or
otherwise  set aside funds for the  payments of  Incentive  Pay Awards under the
Plan.

         6.3 Amendment and Termination of Plan. The Board of Directors may
terminate the Plan at any time or may from time to time amend the Plan;
provided, however, that no amendment shall impair any rights to payments which
have been earned under the Plan prior to the termination or amendment. Any
amendment or termination of the Plan shall apply, in the Board of Directors'
sole discretion, with respect to all Employees as defined in Section 1.12
participating in the Plan, irrespective of whether any such amendment or
termination has been collectively bargained. Notwithstanding the foregoing, in
the event that the Plan is terminated before funding is fixed at the end of a
Performance Period, no Incentive Pay Award shall be funded, and accordingly, no
Incentive Pay Awards shall be paid for such Performance Period.

         6.4      Incentive Pay Award as Compensation.
         (a) Incentive Pay Awards made in accordance with the Plan are in
addition to any other benefits or compensation to which a Participant may be
entitled or for which he may be eligible, whether funded or unfunded, by reason
of his employment with the Operating Company.

         (b) There shall be deducted from each Incentive Pay Award to a
Participant the amount of any tax required to be withheld by any governmental
authority and paid over by the Operating Company to such governmental authority.

         6.5 Coordination with Benefit Plans. Any Incentive Pay Awards paid to a
Participant while employed by an Operating Company shall not be considered in
the calculation of the Participant's benefits under any employee welfare or
pension benefit plan maintained by an Operating Company, unless otherwise
specifically provided therein.

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

     6.7  Choice  of Law.  This  Plan  shall be  governed  by and  construed  in
accordance with the laws of the State of Georgia.

         IN WITNESS WHEREOF, Southern Company Services, Inc., through its
officers duly authorized, hereby amends and restates The Southern Company
Performance Pay Plan this _____ day of _________________, _____, to be effective
January 1, 1996.

                         SOUTHERN COMPANY SERVICES, INC.



                         By:      ____________________________
                                 C. Alan Martin
                                 Vice President

Attest:



By:      ___________________________
         Tommy Chisholm
         Secretary

         [CORPORATE SEAL]



<PAGE>





                              THE SOUTHERN COMPANY
                              PERFORMANCE PAY PLAN

                              Amended and Restated
                            Effective January 1, 1996

                                   SCHEDULE I

Employment Date              Accrual           Factor

January 1 - January 14       12/12    =          1.00

January 15 - February 14     11/12    =           .92

February 15 - March 14       10/12    =           .83

March 15 - April 14           9/12    =           .75

April 15 - May 14             8/12    =           .67

May 15 - June 14              7/12    =           .58

June 15 - July 14             6/12    =           .50

July 15 - August 14           5/12    =           .42

August 15 - September 14      4/12    =           .33

September 15 - October 14     3/12    =           .25

October 15 - November 14      2/12    =           .17

November 15 - December 14     1/12    =           .08

December 15 - December 31     0/12    =           .00



<PAGE>


                              THE SOUTHERN COMPANY
                              PERFORMANCE PAY PLAN

                              Amended and Restated
                            Effective January 1, 1996

                                   SCHEDULE II

Termination Date                    Accrual                            Factor

December 15 - December 31           12/12              =                  1.00

November 15 - December 14           11/12              =                   .92

October 15 - November 14            10/12              =                   .83

September 15 - October 14            9/12              =                   .75

August 15 - September 14             8/12              =                   .67

July 15 - August 14                  7/12              =                   .58

June 15 - July 14                    6/12              =                   .50

May 15 - June 14                     5/12              =                   .42

April 15 - May 14                    4/12              =                   .33

March 15 - April 14                  3/12              =                   .25

February 15 - March 14               2/12              =                   .17

January 15 - February 14             1/12              =                   .08

January 1 - January 14               0/12              =                   .00



<PAGE>


                              THE SOUTHERN COMPANY
                              PERFORMANCE PAY PLAN

                              Amended and Restated
                            Effective January 1, 1996

                                  SCHEDULE III
                     THE SOUTHERN COMPANY EARNINGS THRESHOLD








                  Year                                Percentage ROE


                  1996                                    12.1%



<PAGE>





                              THE SOUTHERN COMPANY
                              PERFORMANCE PAY PLAN

                              Amended and Restated
                            Effective January 1, 1996

                                   SCHEDULE IV
                      OPERATING COMPANY EARNINGS THRESHOLD




         Percentage ROE

                                                    Southern
Year  Alabama  Georgia  Gulf  Mississippi  Savannah  Nuclear   SCS      SOCO
----  -------  -------  ----  -----------  --------  -------   ---      ----

1996   12.1%    12.1%   12.1%    12.1%       12.1%    12.1%   12.1%     12.1%



<PAGE>



                              THE SOUTHERN COMPANY
                              PERFORMANCE PAY PLAN

                              Amended and Restated
                            Effective January 1, 1996

                                   SCHEDULE V
                                  COMPANY GOALS

Year              Goals


Date  Goals  (1)                    APC     GPC    Gulf   MPC     SAV   SNC
----  ----------                    ---     ---    ----   ---     ---   ---
1996  Cost  (2)
         Non - Fuel                 $634.8  $834   $144.2 $148.5  $57.1 $500.6
          Capital                   $414    $406   $70.8  $69.5   $32.6 $53.4
      Overhead - cost reduction
                 of 20% by 1998(3)  $206    $221   $33.0  $42.0   $15.0 $9
      Cashflow - above capital 
                 reinvestment
           - free cash flow                 $300          Break
                                                          even
           - maximum expenditures
             authorized in 1996     $389           $68.2          $31.7 $51.2
           - special dividend 
             requirement            $25     $200   $2.6   $1.2    $0.9
      Customer Satisfaction - 
      Percentage of very satisfied  70.5%   67.5%  72.2   72.1%   70%   Best
      responses required                                                quartile
                                                                        of top
                                                                       utilities

(1)  Expressed in millions
(2)  GPC's & APC's cost goals exclude Nuclear costs
(3)  Indicates overhead level to be achieved in 1998.
The goal for SNC indicates total overhead reduction to be achieved in 1998.



<PAGE>




                              THE SOUTHERN COMPANY
                              PERFORMANCE PAY PLAN

                              Amended and Restated
                            Effective January 1, 1996

                                   SCHEDULE VI

                               EXTRAORDINARY ITEMS





















<PAGE>



                              THE SOUTHERN COMPANY
                              PERFORMANCE PAY PLAN

                              Amended and Restated
                            Effective January 1, 1996

                                   APPENDIX A
                         SOUTHERN COMPANY EARNINGS TEST





                                                      Southern
Year   Alabama  Georgia   Gulf  Mississippi  Savannah  Nuclear   SCS    SOCO
----   -------  -------   ----  -----------  --------  -------   ---    ----
1996    12.1%    12.1%   12.1%     12.1%       12.1%    12.1%   12.1%   12.1%