FIFTH AMENDMENT TO

                              THE SOUTHERN COMPANY

                                  PENSION PLAN

         WHEREAS, the Board of Directors of Southern Company Services, Inc. (the
"Company") heretofore adopted The Southern Company Pension Plan, as amended and
restated (the "Plan"), effective January 1, 1997; and

         WHEREAS, the Company desires to amend the Plan to clarify offset
provisions applicable to the benefits provided to former Scott Paper Company
employees; and

         WHEREAS, the Company desires to amend the Plan to clarify offset
provisions applicable to the benefits provided to certain employees formerly
employed by Commonwealth Energy System; and

         WHEREAS, the Company desires to amend the Plan to clarify the benefit
and offset provisions applicable to certain employees formerly employed by
Commonwealth Edison of Indiana; and

         WHEREAS, the Company is authorized pursuant to Section 13.1 of the Plan
to amend the Plan at any time.

         NOW, THEREFORE, the Company hereby amends the Plan as follows to be
effective as provided herein:

                                       1.

         Effective January 1, 1995, Section 16.1(a) of the Plan shall be amended
by deleting such subsection (a) in its entirety and substituting the following
in lieu thereof:

                  (a) Former Scott Paper Company Employees. Effective January 1,
         1995, notwithstanding any other provision of the Plan to the contrary,
         with respect to a former, non-collective bargaining unit employee of
         Scott Paper Company who was employed by Southern Electric
         International, Inc. as of December 17, 1994 as set forth on Schedule
         2.1 of the Employee Transition Agreement entered into by and among
         Mobile Energy Services Company, Inc., Southern Electric International,
         Inc. and Scott Paper Company (hereinafter referred to in this Section
         16.1(a) as the "Scott Scheduled Employee"):

                           (1) Such Scott Scheduled Employee shall be eligible
                  to participate in the Plan effective January 1, 1995.

                           (2) Such Scott Scheduled Employee, if and when he
                  attains his Early Retirement Date, Normal Retirement Date, or
                  Deferred Retirement Date, or terminates service for any other
                  reason subject to the requirements of Section 8.1 or 8.2,
                  shall be entitled to receive Retirement Income based on both
                  his Accredited Service with an Employing Company and the
                  service accrued under the Scott Paper Company Pension Plan for
                  Salaried Employees (the "Scott Salaried Plan") which shall be
                  treated as if Accredited Service under this Plan. To calculate
                  such Scott Scheduled Employee's Retirement Income, the Scott
                  Scheduled Employee's Accrued Retirement Income, as determined
                  in accordance with Section 5.1, shall first be reduced by the
                  applicable reductions, if any, set forth in Article V, Section
                  8.1 and Section 8.2, as appropriate. Thereafter, such Scott
                  Salaried Employee's Accrued Retirement Income shall be reduced
                  by such Employee's accrued benefit in the Scott Salaried Plan,
                  as set forth in Schedule A attached hereto (the "Scheduled
                  Benefit"). Prior to the subtraction of the Scheduled Benefit
                  from the Scott Scheduled Employee's Accrued Retirement Income,
                  the Scheduled Benefit will be reduced to reflect the age at
                  which the Employee's Retirement Income is scheduled to
                  commence (the "Southern Commencement Date") in accordance with
                  the applicable reduction factors set forth in Schedule A.

                           (3) For purposes of calculating the Social Security
                  Offset and the level income option set forth in the last
                  paragraph of Section 5.5, the actual salary history of a Scott
                  Scheduled Employee with Scott Paper Company shall be included.
                  If the actual salary history is not available from Scott Paper
                  Company, such history shall be estimated in accordance with
                  Section 5.4.

                           (4) For vesting purposes, such Scott Scheduled
                  Employee shall be entitled to receive Vesting Years of Service
                  as provided in Section 1.41 and, in addition, shall be
                  entitled to vesting service equal to the sum of the years of
                  vesting service accrued under each defined benefit pension
                  plan maintained by Scott Paper Company in which such Scott
                  Scheduled Employee participated.

                                       2.

         Effective January 1, 1998, Section 16.1(b) of the Plan, as amended by
the First Amendment and Second Amendment to the Plan, is further amended by
deleting such subsection (b) in its entirety and substituting the following in
lieu thereof:

                  (b) Former Commonwealth Edison of Indiana Employees. Effective
         January 1, 1998, notwithstanding any other provision of the Plan to the
         contrary, any former employee of Commonwealth Edison of Indiana
         ("ComEd") who was employed by Southern Energy Resources, Inc. on or
         before December 31, 1997 and is set forth on a schedule of employees
         acknowledged by the Retirement Board (hereafter "January 1 ComEd
         Employees") shall be eligible to participate in the Plan effective
         January 1, 1998. In addition, any former employee of ComEd who becomes
         employed by Southern Energy Resources, Inc. on or after January 1, 1998
         but prior to April 1, 1998 (hereafter "Date of Employment") and is set
         forth on the schedule of employees acknowledged by the Retirement Board
         (hereafter "Pre-April 1 ComEd Employees") shall become a participant as
         of the first day of the month coincident with or next following such
         employee's Date of Employment. The following provisions of this
         subparagraph (b) shall also apply with respect to all January 1 ComEd
         Employees and Pre-April 1 ComEd Employees (hereafter jointly referred
         to as "ComEd Scheduled Employees"):

                           (1) Such ComEd Scheduled Employee, if and when he
                  attains his Early Retirement Date, Normal Retirement Date, or
                  Deferred Retirement Date, or terminates service for any reason
                  subject to the requirements of Section 8.1 or 8.2, shall be
                  entitled to receive the greater of A or B below:

                  (A)      Retirement Income based on both his Accredited
                           Service with an Employing Company and the service
                           accrued under the Commonwealth Edison Company of
                           Indiana Service Annuity System Plan (the "ComEd
                           Plan") which shall be treated as if Accredited
                           Service under this Plan. To calculate such ComEd
                           Scheduled Employee's Retirement Income under this
                           subsection (A), the ComEd Scheduled Employee's
                           Accrued Retirement Income, as determined in
                           accordance with Section 5.1, subject to the
                           provisions of Article XV of the Plan, shall first be
                           reduced by the Employee's accrued benefit in the
                           ComEd Plan, determined as if he retired from ComEd at
                           his normal retirement age, as that term is defined in
                           the ComEd Plan on December 31, 1997 and as set forth
                           on Schedule B attached hereto (the "ComEd Reduction
                           Amount"). For each full year of Accredited Service
                           with an Employing Company earned by a ComEd Scheduled
                           Employee, up to a maximum of 10 years, the ComEd
                           Reduction Amount shall be reduced by 5% with the
                           maximum reduction equal to 50% of the original ComEd
                           Reduction Amount. Thereafter, such Employee's
                           Retirement Income shall be subject to applicable
                           reductions, if any, in accordance with Article V
                           (subject to the provisions in Article XV), Section
                           8.1 and Section 8.2, as appropriate.

                  (B)      Retirement Income based on his Accredited Service
                           with an Employing Company and disregarding any
                           service accrued under the ComEd Plan, subject to
                           applicable reductions, if any, in accordance with
                           Article V (subject to the provisions in Article XV),
                           Section 8.1 and Section 8.2, as appropriate.

                           (2) For purposes of calculating the level income
                  option set forth in the last paragraph of Section 5.5, the
                  actual salary history of a ComEd Scheduled Employee with ComEd
                  shall be included. If the actual salary history is not
                  available from ComEd, such history shall be estimated in
                  accordance with Section 5.4.

                           (3) For vesting purposes, such ComEd Scheduled
                  Employee shall be entitled to receive Vesting Years of Service
                  as provided in Section 1.41 and, in addition, shall be
                  entitled to vesting service equal to the years of service
                  accrued under the ComEd Plan.

                                       3.

         Effective January 1, 1999, Section 16.1(c) of the Plan, as added by the
Third Amendment to the Plan and amended by the Fourth Amendment to the Plan,
shall be amended by deleting such subsection (c) in its entirety and
substituting the following in lieu thereof:

         (c)      Former Commonwealth Energy System Employees.

                           (1) Effective January 1, 1999, notwithstanding any
                  other provision of the Plan to the contrary, any former
                  employees of Commonwealth Energy System ("CES") who were
                  employed by Southern Energy Resources, Inc. and are set forth
                  on Schedule C attached hereto (hereinafter "CES Employees")
                  shall be included in the Plan as of the first day of the month
                  coincident with or next following the later of the CES
                  Employee's employment date or the date on which he first
                  completes an Eligibility Year of Service as provided in
                  Paragraph (5) below.

                           (2) CES Employees who (A) were actively employed by
                  CES on January 1, 1997 and (B) attain their fortieth (40th)
                  birthday on or before January 1, 2002 shall not be subject to
                  provisions of Article XV of the Plan.

                           (3) If and when a CES Employee attains his Early
                  Retirement Date, Normal Retirement Date, or Deferred
                  Retirement Date, or terminates service for any reason subject
                  to the requirements of Section 8.1 or 8.2, he shall be
                  entitled to receive Retirement Income based on both his
                  Accredited Service with an Employing Company and the Credited
                  Service as defined under The Pension Plan for Employees of
                  Commonwealth Energy System and Subsidiary Companies (the "CES
                  Plan") which shall be treated as Accredited Service under this
                  Plan. However, after applicable reductions for early
                  commencement as provided in Article V, Section 8.1 and Section
                  8.2, as appropriate, but prior to adjustments for forms of
                  payment, a CES Employee's Accrued Retirement Income will be
                  reduced by the benefit attributable to Credited Service
                  accrued by a CES Employee under the CES Plan as set forth in
                  Schedule C attached hereto (the "Scheduled Benefit"). Prior to
                  the Scheduled Benefit being subtracted from a CES Employee's
                  Retirement Income, it will be reduced to reflect the age at
                  which the CES Employee's Retirement Income is scheduled to
                  commence (the "Southern Commencement Date"). Such early
                  retirement reductions shall be determined (A) for a CES
                  Employee who is at least age 55 but not yet 65 on his Southern
                  Commencement Date, by applying the factors set forth in the
                  definition of Actuarial Equivalent contained in Section 8 of
                  Schedule D attached hereto for each calendar month by which
                  the Southern Commencement Date precedes his sixty-fifth (65th)
                  birthday; and (B) for a CES Employee who is under age 55 on
                  his Southern Commencement Date, by first applying the
                  reduction factors in (A) for ages 55 to 65 and then applying
                  an additional reduction equal to one-third of one-percent
                  (.333%) for each calendar month by which the Southern
                  Commencement Date precedes his fifty-fifth (55th) birthday.
                  Notwithstanding the above, the Scheduled Benefit of CES
                  Employees who are specifically designated on Schedule C to
                  have 75 points shall not be subject to the early retirement
                  reductions described in (A) above but shall be subject to
                  those reductions described in (B) above (relating to those CES
                  Employees with a Commencement Date that precedes their
                  fifty-fifth (55th) birthday), if applicable.

                           (4) For purposes of calculating Retirement Income,
                  such CES Employee's actual salary history with CES shall be
                  included. With respect to determining the Social Security
                  Offset and the level income option set forth in the last
                  paragraph of Section 5.5, if the actual salary history is not
                  available from CES, such history shall be estimated in
                  accordance with Section 5.4.

                           (5) For vesting and participation purposes, such CES
                  Employee shall be entitled to receive Vesting and Eligibility
                  Years of Service as provided under the Plan and, in addition,
                  shall be entitled to vesting and eligibility service equal to
                  the years of service as defined and accrued under the CES
                  Plan.

                           (6) Notwithstanding any provision in this Plan to the
                  contrary, a CES Employee's Retirement Income will not be less
                  than the greater of (A) his Retirement Allowance or (B) his
                  vested benefit, as described in Schedule D attached hereto
                  which summarizes the benefit provisions provided by the CES
                  Plan on December 31, 1998, as of the earlier of his
                  retirement, termination of employment, or December 31, 2001.
                  Such determination will be made prior to any adjustment for
                  forms of payments.

                           (7) For purposes of this 16.1(c), Earnings shall mean
                  the following:

                           (A)      With respect to Paragraph (3) above, for
                                    periods on and after January 1, 1999,
                                    Earnings is defined in Paragraph 1.13 and
                                    for periods before January 1, 1999, Earnings
                                    shall have the same meaning as the term
                                    "Compensation" as provided under the CES
                                    Plan during the applicable period.

                           (B)      With respect to determining the minimum
                                    benefit provided in Paragraph (6) above,
                                    Earnings shall have the same meaning as
                                    Compensation as provided under the CES Plan
                                    prior to January 1, 1999 and from the period
                                    January 1, 1999 to December 31, 2001 shall
                                    mean the authorized basic rate of
                                    compensation at Southern Energy Resources,
                                    Inc. ("SERI") as in effect on January 1 each
                                    year, converted to an annual basis,
                                    exclusive of all compensation in the form of
                                    pay for overtime, commissions, bonuses and
                                    the like; but inclusive of amounts deferred
                                    under a salary reduction agreement for that
                                    year. Notwithstanding anything contained
                                    herein to the contrary, a CES Employee's
                                    Compensation for any Plan Year as determined
                                    under the preceding sentence shall not
                                    exceed $150,000.00 (or such higher limit as
                                    determined by the Secretary of the Treasury
                                    under Section 401(a)(17) of the Code).

         IN WITNESS WHEREOF, Southern Company Services, Inc., through its duly
authorized officer, has adopted this Fifth Amendment to The Southern Company
Pension Plan pursuant to resolutions of the Board of Directors of Southern
Company Services, Inc. this ____ day of , 2000, to be effective as stated
herein.

                         SOUTHERN COMPANY SERVICES, INC.


                         By:
                            --------------------------------------------------

                         Title:
                               -----------------------------------------------
ATTEST

By:      ________________________

Its:     ________________________

<PAGE>
                               SIXTH AMENDMENT TO
                              THE SOUTHERN COMPANY

                                  PENSION PLAN

         WHEREAS, the Board of Directors of Southern Company Services, Inc. (the
"Company") heretofore adopted The Southern Company Pension Plan, as amended and
restated (the "Plan"), effective January 1, 1997;

         WHEREAS, Southern Energy, Inc. ("SEI"), an Employing Company under the
Plan, will through a subsidiary become the employer of certain individuals
currently employed by Southern Company Energy Marketing, L.P. ("SCEM") following
a reorganization of SCEM;

         WHEREAS, The Southern Company ("Southern") anticipates that in 2001 it
will distribute pro rata to the Southern shareholders all of the stock of SEI
held by Southern pursuant to a tax-free spin-off under Section 355 of the
Internal Revenue Code;

         WHEREAS, in connection with such transaction, Southern and SEI have
entered into an Employee Matters Agreement ("Agreement") to allocate between
them assets, liabilities and responsibilities with respect to certain employee
compensation, benefit plans, and programs, and certain employment matters;

         WHEREAS, the Company desires to amend the Plan to exclude the former
SCEM employees from participation in the Plan by virtue of their employment with
SEI;

         WHEREAS, the Company desires to amend the Plan to address the spin-off
of SEI from Southern, including making such changes as are pursuant to the
Agreement;

         WHEREAS, the Company desires to amend the Plan to authorize
participation by employees represented by the International Brotherhood of
Electrical Workers Local 1208 and Office and Professional Employees
International Union Local 455, pursuant to negotiated collective bargaining
agreements;

         WHEREAS, the Company desires to amend the Plan to clarify the
Accredited Service awarded under the Prior Plans;

         WHEREAS, the Company desires to amend the Plan to make certain
technical changes and to reflect recent changes in the law; and

         WHEREAS, the Company is authorized, pursuant to Section 13.1 of the
Plan, to amend the Plan at any time.

         NOW, THEREFORE, the Company hereby amends the Plan as follows,
effective as of January 1, 1997, unless indicated otherwise below:


<PAGE>


                                       1.

         The first paragraph of Section 1.36, "Social Security Offset," shall be
amended, effective January 1, 1998, to read as follows:

                  1.36 "Social Security Offset" shall mean an amount equal to
         one-half (1/2) of the amount, if any, of the Federal primary Social
         Security benefit (primary old age insurance benefit) to which it is
         estimated that an Employee will become entitled in accordance with the
         Social Security Act in force as provided in subparagraphs (a) through
         (e) below which shall exceed $168 per month on and after January 1,
         1989, $250 per month on and after January 1, 1991, for Employees who
         (a) are not covered by the terms of a collective bargaining agreement
         or (b) are covered by the terms of a collective bargaining agreement
         but where the bargaining unit representative and an Employing Company
         have mutually agreed to participation in the Plan as amended, $325 per
         month on and after January 1, 1996, and for Employees who are covered
         under a collective bargaining agreement with IBEW Local 1208, $350 per
         month on and after January 1, 1998, multiplied by a fraction not
         greater than one, the numerator of which shall be the Employee's total
         Accredited Service, and the denominator of which shall be such total
         Accredited Service plus the Accredited Service the Employee could have
         accumulated if he had continued his employment from the date he
         terminates service with any Affiliated Employer until his Normal
         Retirement Date. For purposes of determining the estimated Federal
         primary Social Security benefit used in the Social Security Offset, an
         Employee shall be deemed to be entitled to receive Federal primary
         Social Security benefits after retirement or death, if earlier,
         regardless of the fact that he may have disqualified himself to receive
         payment thereof. In addition to the foregoing, the calculation of the
         Social Security benefit shall be based on the salary history of the
         Employee as provided in Section 5.4 and shall be determined pursuant to
         the following, as applicable:

                                       2.

         Article II, "Eligibility," shall be amended by adding the following new
Section 2.8 to the end:

2.8      Exclusion of Certain Employees of Southern Energy Resources, Inc.
         Notwithstanding any other provision of this Article II, the following
         Employees who would otherwise be eligible to participate in the Plan by
         virtue of their employment by Southern Energy Resources, Inc. ("SERI")
         shall not be eligible to participate in the Plan:

                  (a) individuals employed by Southern Company Energy Marketing,
                  L.P. ("SCEM") on December 22, 2000;

                  (b) Employees hired by SERI on or after December 23, 2000, who
                  are employed in the Americas Group and whose job function is
                  listed on Attachment A attached hereto.

                                       3.

         Section 2.8, "Exclusion of Certain Employees of Southern Energy
Resources, Inc.," shall be amended to read as follows, effective as of the Group
Status Change Date as defined in the Agreement:

                  2.8 Exclusion of Certain Employees of Southern Energy, Inc.
         Notwithstanding any other provision of this Article II, Employees who
         are eligible to participate in the Plan by virtue of their employment
         by Southern Energy, Inc. or any subsidiary or affiliate thereof shall
         not be eligible to participate in the Plan.

                                       4.

         Section 4.1, "Accredited Service pursuant to Prior Plan," shall be
deleted in its entirety and replaced with the following:

4.1      Accredited Service pursuant to Prior Plan.

         (a)      Each Employee who participated in the Prior Plans shall be
                  credited with such Accredited Service, if any, earned under
                  such Prior Plans as of December 31, 1996.

         (b)      In addition to any Accredited Service credited under Section
                  4.1(a), an Employee shall be entitled to Accredited Service
                  determined under the Prior Plans, without regard to the age
                  requirement for eligibility to participate in the Prior Plans,
                  in excess of the Accredited Service determined under the Prior
                  Plans (including the age requirement for eligibility to
                  participate in the Prior Plans). Such Accredited Service shall
                  be considered Accredited Service after December 31, 1985 for
                  purposes of calculating an Employee's Retirement Income under
                  Articles V, XV or XVII.

                                       5.

         Section 4.4, "Accrual of Retirement Income during period of total
disability," shall be amended by adding the following new subsection (e) (and
redesignating the current subsection (e) as subsection (f)):

                  (e)      (i) If an Employee's Disability Leave terminates on
                           or after his Normal Retirement Date and he fails to
                           return to the employment of an Employing Company
                           within sixty (60) days after the termination of such
                           leave, his service shall be deemed to have terminated
                           upon the termination of his Disability Leave and such
                           termination of service shall be deemed to constitute
                           his retirement under Section 3.3.

                           (ii) An Employee whose Disability Leave continues
                           beyond his Normal Retirement Date based on
                           entitlement to long-term disability benefits under a
                           long-term disability plan of an Employing Company
                           shall have payment of his Retirement Income suspended
                           pursuant to Code Section 411(a)(3)(B) until he is no
                           longer eligible under a long-term disability plan of
                           an Employing Company. Such Employee shall then
                           receive Retirement Income determined as of the date
                           such eligibility ends. However, if the Employee's
                           Disability Leave continues after the date the
                           Employee ceases to be eligible for the long-term
                           disability plan of an Employing Company based on
                           entitlement to Social Security Disability benefits,
                           his Retirement Income for the period after his Normal
                           Retirement Date shall be determined under Subsection
                           (iii).

                           (iii) An Employee whose Disability Leave continues
                           for any period after his Normal Retirement Date based
                           solely on his entitlement to Social Security
                           Disability benefits shall receive Retirement Income
                           as of his Deferred Retirement Date. However, if his
                           Deferred Retirement Date occurs in a Plan Year
                           subsequent to the Plan Year in which occurs his
                           Normal Retirement Date, his Retirement Income shall
                           not be less than his Retirement Income adjusted for
                           commencement after his Normal Retirement Date. For
                           the Plan Year following the Plan Year in which occurs
                           the Employee's Normal Retirement Date, his adjusted
                           Retirement Income shall be equal to the greater of
                           his Retirement Income determined as of such date or
                           the Actuarial Equivalent of his Retirement Income
                           computed as of his Normal Retirement Date. For the
                           next Plan Year, his adjusted Retirement Income shall
                           be equal to the greater of his Retirement Income
                           determined as of such Plan Year or the Actuarial
                           Equivalent of his adjusted Retirement Income computed
                           as of the end of the prior Plan Year. This process
                           shall be repeated each Plan Year until the
                           termination of his Disability Leave.

                                       6.

         Section 5.7, "Payment of Retirement Income," shall be amended,
effective January 1, 2000, by adding the following to the end of the second
paragraph:

         However, if an Employee fails to make an election pursuant to this
         Section 5.7 within the thirty (30) day period immediately preceding his
         Retirement Date, his Retirement Income shall be determined as of his
         Retirement Date and payment thereof shall commence as soon as
         administratively feasible following his election to retire, provided
         his election occurs not more than ninety (90) days after his Retirement
         Date. If the election is made more than ninety (90) days following an
         Employee's Retirement Date, his benefits shall commence as soon as
         administratively feasible and his Retirement Income shall be determined
         as of the first day of the month following submission of his election.

                                       7.

         Subsection (3) of Section 5.9(b), "Required minimum distributions,"
shall be deleted in its entirety and replaced with the following:

(3)               With respect to an Employee who retires after attaining age
                  70-1/2 and who has not previously commenced receipt of his
                  Retirement Income pursuant to this Section 5.9(b) while an
                  Employee of an Affiliated Employer, the amount of his
                  Retirement Income shall be computed as of the end of the Plan
                  Year the Employee attains age 70-1/2 and shall be recomputed
                  as of the close of each Plan Year thereafter and preceding his
                  Deferred Retirement Date. With respect to each Plan Year
                  following the Plan Year the Employee attains age 70-1/2, his
                  Retirement Income shall equal the greater of his Retirement
                  Income determined as of such Plan Year or the Actuarial
                  Equivalent of his Retirement Income computed as of the end of
                  the Plan Year he attains age 70-1/2. For the next Plan Year,
                  his adjusted Retirement Income shall be equal to the greater
                  of his Retirement Income determined as of such Plan Year or
                  the Actuarial Equivalent of his adjusted Retirement Income
                  computed as of the end of the prior Plan Year. This process
                  shall be repeated each Plan Year until his Deferred Retirement
                  Date.

                                       8.

         Section 5.9(b), "Required minimum distributions," shall be amended by
adding a new subsection (4) as follows:

(4)               If a former Employee who is receiving Retirement Income shall
                  be reemployed by any Affiliated Employer as an Employee and
                  his Retirement Income is suspended in accordance with Section
                  5.10(b), the Retirement Income payable upon his subsequent
                  retirement shall be adjusted in accordance with Section
                  5.9(b)(3) if his subsequent retirement occurs after he attains
                  age 70-1/2, but shall be reduced by the Actuarial Equivalent
                  of any Retirement Income he received prior to his reemployment
                  in accordance with Section 5.10(b).

                                       9.

         Section 5.10, "Suspension of Retirement Income for reemployment," shall
be renamed "Suspension of Retirement Income," and shall be amended to read as
follows:

                  5.10     Suspension of Retirement Income.

                           (a) The Retirement Income of an Employee who remains
                           in active service after his Normal Retirement Date
                           shall be suspended for each calendar month after his
                           Normal Retirement Date during which he completes
                           forty (40) or more Hours of Service, pursuant to
                           ERISA Section 203(a)(3)(B) ("ERISA Section
                           203(a)(3)(B) Service").

                           (b) If a former Employee who is receiving Retirement
                           Income shall be reemployed by any Affiliated Employer
                           as an Employee and shall not elect to waive his right
                           to participate under the Plan or the pension plan of
                           the Affiliated Employer, whichever applies, his
                           Retirement Income shall be suspended for each
                           calendar month after his reemployment during which he
                           is employed in ERISA Section 203(a)(3)(B) Service.
                           The Retirement Income payable upon his subsequent
                           retirement shall be reduced by the Actuarial
                           Equivalent of any Retirement Income he received prior
                           to his reemployment.

                           (c) No payment shall be suspended by the Plan
                           pursuant to this Section 5.10 unless the Plan
                           notifies the Employee by personal delivery or first
                           class mail during the first calendar month in which
                           the Plan withholds payments that his Retirement
                           Income is suspended.

                           (d) If the payment of Retirement Income has been
                           suspended, payments shall resume no later than the
                           first day of the third calendar month after the
                           calendar month in which the Employee ceases to be
                           employed in ERISA Section 203(a)(3)(B) service. The
                           initial payment upon resumption shall include the
                           payment scheduled to occur in the calendar month when
                           payments resume and any amounts withheld during the
                           period between the cessation of ERISA Section
                           203(a)(3)(B) service and the resumption of payments.

                                       10.

         Effective for plan years beginning on or after January 1, 2000, Section
6.4, "Limitation on benefits from multiple plans," Section 6.5, "Special rules
for plans subject to overall limitations under Code Section 415(e)," and Section
6.6, "Combination of plans," shall be deleted in their entirety and replaced
with the following (and Section 6.7 shall be renumbered as Section 6.5):

                  6.4      Limitations on benefits from multiple plans.

                           (a) For purposes of the limitations described in
                           Section 6.1 of the Plan and Section 415 of the Code,
                           all defined benefit plans (whether or not terminated)
                           maintained by an Affiliated Employer shall be treated
                           as one defined benefit plan.

                           (b) Notwithstanding any provisions contained herein
                           to the contrary, in the event that an Employee
                           participates in another defined benefit plan required
                           to be aggregated with this Plan under Code Section
                           415(g) and the combined benefits with respect to an
                           Employee exceed the limitations contained in Code
                           Section 415(b), corrective adjustments shall first be
                           made under this Plan.

                                       11.

         Subsection (c) of Section 8.5, "Calculation of present value for
cash-out of benefits and for determining amount of benefits," shall be deleted
in its entirety and replaced with the following, effective as of January 1,
2001:

                           (c) For purposes of this Section 8.5, "Applicable
                           Interest Rate" shall be calculated by using the
                           annual rate of interest on 30-year Treasury
                           securities for the month of August in the Plan Year
                           which precedes the Plan Year in which such present
                           value is determined and by using the prevailing
                           commissioners' standard table used to determine
                           reserves for group annuity contracts in effect on the
                           date as of which the present value is being
                           determined. Notwithstanding the foregoing, for the
                           Plan Year beginning January 1, 2001, the Applicable
                           Interest Rate shall be calculated using the annual
                           rate of interest on 30-year Treasury securities for
                           the month of August, or for the month of November, in
                           the Plan Year which precedes such Plan Year,
                           whichever month produces the greater amount.

                                       12.

         Effective on and after the date this amendment is adopted, Article XVII
of the Plan shall be amended in its entirety to read as set forth below:

                                                   Article XVII

                  17.1     Definition of Terms Used in this Article XVII and the
                           SEPCO Schedule.

                           (a) "SEPCO" shall mean Savannah Electric and Power
                           Company.

                           (b) "SEPCO Plan" shall mean the Employees' Retirement
                           Plan of Savannah Electric and Power Company, as
                           amended and restated January 1, 1997.

                           (c) "SEPCO Schedule" shall mean the Schedule attached
                           to the Plan and made a part thereof containing the
                           provisions of the SEPCO Plan as merged into the Plan
                           effective January 1, 1998 which shall apply to SEPCO
                           Employees and Covered SEPCO Employees.

                           (d) "SEPCO Employee" shall mean an Employee as
                           defined in the SEPCO Plan having an Hour of Service
                           under the SEPCO Plan on or after January 1, 1997.
                           This shall include persons represented by a
                           collective bargaining agent where such agent and
                           SEPCO have mutually agreed to participate in the
                           Plan. This shall not include employees who are hired
                           or rehired at SEPCO after December 31, 1997 or
                           rescind a waiver of participation under Section 3.8
                           of the SEPCO Plan or SEPCO Schedule on or after
                           January 1, 1998 that was in effect on December 31,
                           1997. Notwithstanding anything to the contrary above,
                           Covered SEPCO Employees shall be considered SEPCO
                           Employees unless otherwise provided in this Article
                           XVII or otherwise required by law.

                           (e) "Covered SEPCO Employee" shall mean an Employee
                           or former Employee who is or was represented by the
                           International Brotherhood of Electrical Workers
                           ("IBEW") Local 1208 or the Office and Professional
                           Employees International Union ("OPEIU") Local 455,
                           who has an Hour of Service under the SEPCO Plan or
                           SEPCO Schedule on or after January 1, 1997. An
                           Employee who is represented by IBEW Local 1208 and is
                           hired or re-hired on or after January 1, 1999 or who
                           is represented by OPEIU Local 455 and is hired or
                           re-hired on or after January 1, 2000 shall not be
                           considered a Covered SEPCO Employee. Rather, such
                           Employee shall be treated only as an Employee under
                           the Plan.

                  17.2     [RESERVED]

                  17.3     SEPCO Employees Eligibility in the New Pension
                           Program

                           (a) The following SEPCO Employees shall be subject to
                           this Section 17.3 of the Plan:

                                    (1) SEPCO Employees, including Covered SEPCO
                                    Employees, who are actively employed by
                                    SEPCO on January 1, 1997 but who will not
                                    attain their fortieth (40th) birthday on or
                                    before January 1, 2002, or

                                    (2) SEPCO Employees, including Covered SEPCO
                                    Employees, who are hired or re-hired by
                                    SEPCO after January 1, 1997, or

                                    (3) SEPCO Employees who are not members of
                                    an eligible class of SEPCO Employees on or
                                    after January 1, 1997 and have not
                                    previously participated in the SEPCO Plan.

                           (b) The monthly Retirement Income payable as a single
                           life annuity to a SEPCO Employee described in Section
                           17.3(a) (or his Provisional Payee) who retires from
                           the service of SEPCO or another Employing Company at
                           his Normal Retirement Date or Deferred Retirement
                           Date (before adjustment for a Provisional Payee
                           designation, if any) after January 1, 1997, subject
                           to the limitations in Article VI, shall be the
                           greater of (1) and (2) below:

                                    (1) 1.0% of his Average Monthly Earnings
                                    multiplied by his years (and fraction of a
                                    year) of Accredited Service, without
                                    application of the limitation described in
                                    Section 4.2(e), to his Normal Retirement
                                    Date or Deferred Retirement Date; or

                                    (2) $25 multiplied by his years (and
                                    fraction of a year) of Accredited Service,
                                    without application of the limitation
                                    described in Section 4.2(e), to his Normal
                                    Retirement Date or Deferred Retirement Date.

                           (c) Notwithstanding paragraph (b) above, if the
                           Allowance of a SEPCO Employee determined under the
                           SEPCO Schedule as of the earlier of his retirement or
                           termination of employment with SEPCO or December 31,
                           2001 would be greater, such SEPCO Employee shall be
                           entitled when eligible to receive payments of such
                           greater Allowance upon his retirement or termination
                           of employment with SEPCO or another Employing
                           Company.

                           (d) Notwithstanding paragraphs (b) and (c) above,
                           Retirement Income or Allowance, as the case may be,
                           determined with respect to a SEPCO Employee under
                           this Article XVII who retires on his Normal
                           Retirement Date or Deferred Retirement Date shall not
                           be less than the Retirement Income or Allowance which
                           would have been payable with respect to such SEPCO
                           Employee commencing on his earlier Retirement Date
                           had (1) the SEPCO Employee retired on his earlier
                           Retirement Date which would have resulted in the
                           greatest Retirement Income or Allowance and (2) such
                           Retirement Income or Allowance commencing on such
                           earlier Retirement Date been payable in the same form
                           as his Retirement Income or Allowance commencing on
                           his Normal Retirement Date or Deferred Retirement
                           Date.

                           (e) With respect to SEPCO Employees described in this
                           Section 17.3 who retire before their Normal
                           Retirement Date, the monthly amount of Retirement
                           Income provided in paragraph (b) above shall be
                           reduced in accordance with Section 5.5.

                           (f) With respect to Covered SEPCO Employees described
                           in this Section 17.3 (or their Provisional Payees),
                           the monthly amount of Retirement Income provided in
                           paragraphs (b) through (e) above shall become payable
                           as of the later of (i) the first of the month
                           following the Covered SEPCO Employee's retirement, or
                           (ii) January 1, 1998.

                           (g) Covered SEPCO Employees who retired or terminated
                           employment prior to (i) July 1, 1999 for Covered
                           SEPCO Employees represented by IBEW and (ii) February
                           9, 2000 for Covered SEPCO Employees represented by
                           OPEIU, and who commenced payment of an Allowance
                           under the SEPCO Schedule shall receive a lump sum
                           payment which is the actuarial equivalent of the
                           difference, if any, between the Retirement Income
                           payable pursuant to paragraphs (b) through (e) above
                           and the Allowance they have previously received
                           determined from their date of retirement to the
                           earlier of their date of death or the date payment
                           under this paragraph (g) is made. Such lump sum
                           payments shall be made as soon as administratively
                           feasible following adoption of these provisions. The
                           monthly payments pursuant to paragraphs (b) through
                           (e), if greater than the Covered SEPCO Employee's
                           Allowance, shall be made thereafter.

                           (h) The Provisional Payees of Covered SEPCO Employees
                           described in Section 17.3 who died prior to (i) July
                           1, 1999 for Covered SEPCO Employees represented by
                           IBEW and (ii) February 9, 2000 for Covered SEPCO
                           Employees represented by OPEIU, after having
                           commenced payment of an Allowance under the SEPCO
                           Schedule, shall receive a lump sum payment that is
                           the actuarial equivalent of the difference, if any,
                           between the survivor benefits under the Plan and the
                           survivor benefits under the SEPCO Schedule that the
                           Provisional Payees have previously received
                           determined from the date of the Covered SEPCO
                           Employee's death through the earlier of (i) the
                           Provisional Payee's date of death, or (ii) the date
                           payment is made under this paragraph (h) to the
                           Provisional Payee. Thereafter, monthly payments shall
                           be made to the Provisional Payee in accordance with
                           Section 17.5(h) of this Article XVII.

                           (i) For purposes of subsections (g) and (h) of this
                           Section 17.3, actuarial equivalent shall mean the
                           value of such lump sum payment determined as of the
                           date of distribution of the lump sum applying the
                           Applicable Interest Rate as defined in Section 8.5(c)
                           of the Plan and using the prevailing commissioners'
                           standard table used to determined reserves for group
                           annuity contracts in effect on the date as of which
                           the present value is being determined.

         17.4 SEPCO Employees Not Described in 17.2 or 17.3. SEPCO Employees not
         described in Section 17.2 or 17.3 above shall be eligible for a benefit
         under the Plan as described in this Section 17.4, notwithstanding any
         other provision of the Plan or SEPCO Schedule to the contrary.

                  (a) A SEPCO Employee shall be eligible to participate in the
                  Plan and receive Retirement Income thereunder as determined
                  under the Plan's terms and this Article XVII. Notwithstanding
                  the preceding sentence, if such SEPCO Employee's Allowance
                  determined as of the earlier of his retirement or termination
                  of employment with SEPCO or December 31, 2001 would be
                  greater, such SEPCO Employee shall be entitled when eligible
                  to commence payments of such greater Allowance upon his
                  retirement or termination of employment with SEPCO or another
                  Employing Company.

                  (b) Notwithstanding paragraph (a) above, only with respect to
                  SEPCO Employees who have attained age fifty (50) and have ten
                  (10) or more years of Credited Service on or before January 1,
                  1997 or who have attained age 55 on or before January 1, 1997,
                  such SEPCO Employees shall be entitled to receive the greater
                  of their Allowance or Retirement Income upon retirement.

                  (c) Covered SEPCO Employees who are described in this Section
                  17.4 (or their Provisional Payees) shall receive the monthly
                  benefit described in paragraph (a) for months beginning on the
                  later of (i) the first of the month following their
                  retirement, or (ii) January 1, 1998.

                  (d) A Covered SEPCO Employee who retires or terminates
                  employment prior to (i) July 1, 1999 for Covered SEPCO
                  Employees represented by IBEW and (ii) February 9, 2000 for
                  Covered SEPCO Employees represented by OPEIU, and who
                  commences payment of an Allowance under the SEPCO Schedule
                  before such date shall receive a lump sum payment which is the
                  actuarial equivalent of the difference, if any, between the
                  benefits payable pursuant to paragraph (a) above and the
                  Allowance they have previously received determined from their
                  date of retirement to the earlier of their date of death or
                  the date a lump sum payment is made pursuant to this paragraph
                  (d). Such lump sum payments shall be made as soon as
                  administratively feasible following adoption of these
                  provisions. The monthly payments pursuant to paragraph (a)
                  shall be made thereafter.

                  (e) The Provisional Payee of a Covered SEPCO Employee
                  described in this Section 17.4 who died prior to (i) July 1,
                  1999 for Covered SEPCO Employees represented by IBEW, and (ii)
                  February 9, 2000 for Covered SEPCO Employees represented by
                  OPEIU, after having commenced payment of an Allowance under
                  the SEPCO Schedule shall receive a lump sum payment that is
                  the actuarial equivalent of the difference, if any, between
                  the survivor benefits under the Plan and the survivor benefits
                  under the SEPCO Schedule that the Provisional Payee has
                  previously received determined from the date of the Covered
                  SEPCO Employee's death through the earlier of (i) the
                  Provisional Payee's date of death, or (ii) the date payment is
                  made to the Provisional Payee under this paragraph (e).
                  Thereafter, monthly payments shall be made in accordance with
                  Section 17.5(h) of this Article XVII.

                  (f) For purposes of subsections (d) and (e) of this Section
                  17.4, actuarial equivalent shall mean the value of such lump
                  sum payment determined as of the date of distribution of the
                  lump sum applying the Applicable Interest Rate as defined in
                  Section 8.5(c) of the Plan and using the prevailing
                  commissioners' standard table used to determined reserves for
                  group annuity contracts in effect on the date as of which the
                  present value is being determined.

                  17.5 Special Transition Rules. Notwithstanding any other
                  provisions in the Plan to the contrary, SEPCO Employees who
                  participate in the Plan shall be subject to the following
                  transition rules.

                           (a) In determining the greater benefit as required
                           under Sections 17.3 and 17.4, the form of payment and
                           any early retirement reductions with respect to the
                           payment of Retirement Income as set forth in Articles
                           V and VII of the Plan and of an Allowance as set
                           forth in Articles 5 and 7 of the SEPCO Schedule shall
                           be considered. For purposes of making the preceding
                           determination, (1) the applicable Allowance shall
                           first be converted to a monthly payment, and (2) the
                           Retirement Annuities described in Article 2 of the
                           SEPCO Schedule shall be taken into account consistent
                           with Section 5.01 of the SEPCO Schedule.

                           (b) With respect to eligibility to participate in the
                           Plan, all SEPCO Employees employed by SEPCO on
                           December 31, 1997 who are not already eligible to
                           participate in the Plan shall be immediately eligible
                           to participate in the Plan.

                           (c) SEPCO Employees who were eligible to participate
                           in the SEPCO Plan on December 31, 1997 shall have
                           their Vesting Years of Service determined as if their
                           anniversary date of hire is January 1. All SEPCO
                           Employees who participate in the Plan shall be
                           credited with Vesting Years of Service based upon the
                           terms of the Plan for periods of service on and after
                           January 1, 1998, and based upon the Continuous
                           Service such SEPCO Employees accrued under the SEPCO
                           Plan prior to January 1, 1998.

                           (d)      (1) For SEPCO Employees (other than Covered
                                    SEPCO Employees):

                                            (A) For periods of service on and
                                            after January 1, 1998, Accredited
                                            Service for SEPCO Employees shall be
                                            determined in accordance with the
                                            Plan.

                                            (B) For periods of service on and
                                            after January 1, 1998, with respect
                                            to any Allowance a SEPCO Employee
                                            may be entitled to under the SEPCO
                                            Schedule, such Allowance shall be
                                            determined using Accredited Service
                                            in place of Credited Service.

                                            (C) For periods of service prior to
                                            January 1, 1998, the Credited
                                            Service of a SEPCO Employee shall be
                                            used to determine such SEPCO
                                            Employee's Allowance and Retirement
                                            Income accrued prior to January 1,
                                            1998.

                                            (D) When calculating a SEPCO
                                            Employee's Retirement Income prior
                                            to June 1, 2000, the maximum amount
                                            of Accredited Service and Credited
                                            Service that will be considered is
                                            forty-three (43) years.

                                    (2)     For Covered SEPCO Employees:

                                            (A) For periods of service on and
                                            after January 1, 2001, Accredited
                                            Service for Covered SEPCO Employees
                                            shall be determined in accordance
                                            with the Plan.

                                            (B) For periods of service on and
                                            after January 1, 2001, with respect
                                            to any Allowance a Covered SEPCO
                                            Employee may be entitled to under
                                            the SEPCO Schedule, such Allowance
                                            shall be determined using Accredited
                                            Service in place of Credited
                                            Service.

                                            (C) For periods of service prior to
                                            January 1, 2001, the Credited
                                            Service of a Covered SEPCO Employee
                                            shall be used to determine such
                                            Covered SEPCO Employee's Allowance
                                            and Retirement Income accrued prior
                                            to January 1, 2001. Such Credited
                                            Service shall count as Accredited
                                            Service to determine eligibility for
                                            retirement at age fifty pursuant to
                                            paragraph (g) below.

                                            (D) When calculating a Covered SEPCO
                                            Employee's Retirement Income under
                                            Section 17.4 prior to June 1, 2000,
                                            the maximum amount of Accredited
                                            Service and Credited Service that
                                            will be considered is forty-three
                                            (43) years.

                           (e) For purposes of calculating Retirement Income for
                           a SEPCO Employee, Compensation determined under the
                           SEPCO Plan, excluding unused accrued vacation, shall
                           be used in place of Earnings for periods of service
                           prior to January 1, 1998.

                           (f) The Normal Retirement Date of a SEPCO Employee
                           shall always be determined in accordance with the
                           SEPCO Plan prior to January 1, 1998 and the SEPCO
                           Schedule on and after January 1, 1998.

                           (g)      (1) A SEPCO Employee may retire if he has
                                    either attained age fifty-five (55) or
                                    attained age fifty (50) and has at least ten
                                    (10) years of Accredited Service as
                                    determined under this Article XVII. A SEPCO
                                    Employee who retires because he has attained
                                    age fifty (50) and has ten (10) years of
                                    Accredited Service may not commence receipt
                                    of his Retirement Income or Allowance until
                                    on or after January 1, 1998.

                                    (2) A SEPCO Employee who retires under
                                    paragraph (1) above having at least ten (10)
                                    years of Accredited Service shall be
                                    entitled to the greater of his (A)
                                    Retirement Income determined under Section
                                    5.5 (excluding the third paragraph thereof)
                                    and this Article XVII or (B) Allowance
                                    determined under this Article XVII and in
                                    addition applying a reduction of one-third
                                    of one percent ([OBJECT OMITTED]%) for each
                                    calendar month by which the commencement
                                    date precedes the first day of the month
                                    following any such Employee's attainment of
                                    his fifty-fifth (55th) birthday. However,
                                    effective for SEPCO Employees who retire on
                                    or after June 1, 2000, the term three-tenths
                                    of one percent (0.3%) shall replace
                                    one-third of one percent ([OBJECT OMITTED]%)
                                    in the preceding sentence.

                                    (3) A SEPCO Employee who retires or
                                    terminates under paragraph (1) above after
                                    attaining age 55 having less than ten (10)
                                    years of Accredited Service shall be
                                    entitled to the greater of his (A)
                                    Retirement Income determined under Section
                                    8.2 (without regard to the ten (10) years of
                                    Accredited Service requirement) and this
                                    Article XVII or (B) Allowance determined
                                    under this Article XVII.

                           (h) On and after January 1, 1998, the Provisional
                           Payees of SEPCO Employees who are not Covered SEPCO
                           Employees shall only be entitled to benefits as
                           provided in Article VII of the Plan. On or after
                           January 1, 1998 but on or before December 31, 2000,
                           Provisional Payees of Covered SEPCO Employees shall
                           be entitled to benefits equal to the greater of (i)
                           the benefits provided for in Article VII of the Plan,
                           or (ii) the benefits provided for in Article 7 of the
                           SEPCO Schedule. Provisional Payees of Covered SEPCO
                           Employees who retire, terminate employment or die on
                           or after January 1, 2001 shall only be entitled to
                           benefits as provided in Article VII of the Plan.

                           (i) With respect to the accrual of Retirement Income
                           or an Allowance during a period of total disability,
                           SEPCO Employees incurring a disability on and after
                           January 1, 1998 shall only be subject to the
                           provisions of Section 4.4 of the Plan.

                                    Notwithstanding the above, a Covered SEPCO
                           Employee who incurs a disability on or after January
                           1, 1998 but on or before December 31, 2000 shall
                           accrue Retirement Income or an Allowance equal to the
                           greater of : (i) his Retirement Income determined
                           under Section 4.4 of the Plan, or (ii) his Allowance
                           determined under the SEPCO Schedule. Covered SEPCO
                           Employees who become disabled on or after January 1,
                           2001 shall only be entitled to benefits as provided
                           in Section 4.4 of the Plan.

                           (j)      (1) The options for payment described in
                                    Sections 7.1(c) and (d) and Sections 7.6(c)
                                    and (d) may be elected by SEPCO Employees
                                    who are not Covered SEPCO Employees and who
                                    retire or terminate on or after January 1,
                                    1998 and by Covered SEPCO Employees who
                                    retire or terminate on or after (i) July 1,
                                    1999 for Covered SEPCO Employees represented
                                    by IBEW, and (ii) February 9, 2000 for
                                    Covered SEPCO Employees represented by
                                    OPEIU.

                                    (2) Notwithstanding Section 17.3, SEPCO
                                    Employees who terminate or retire in 1997
                                    and Covered SEPCO Employees who terminate or
                                    retire prior to January 1, 2001 and commence
                                    receipt of an Allowance shall not be
                                    eligible to change the form of benefit
                                    elected under the SEPCO Plan even if such
                                    SEPCO Employees are entitled to receive
                                    Retirement Income under this Article XVII.

                                    (3) Notwithstanding Section 7.07(a)(Option
                                    ii) of the SEPCO Schedule, SEPCO Employees
                                    who are not Covered SEPCO Employees shall
                                    not be eligible to elect a 75% joint and
                                    survivor annuity. Covered SEPCO Employees,
                                    however, shall be allowed to elect a 75%
                                    joint and survivor annuity pursuant to
                                    Section 7.07(a)(Option ii) before January 1,
                                    2001.

                           (k) SEPCO Employees may elect in accordance with the
                           SEPCO Schedule to have their benefit, whether paid as
                           Retirement Income or an Allowance, adjusted to take
                           into account their old-age insurance benefit under
                           Title II of the Social Security Act. In the event
                           that a SEPCO Employee's Retirement Income is greater
                           than his Allowance under Section 17.3 or 17.4, the
                           old age insurance benefit used to compute such
                           Retirement Income shall be used to determine the
                           amount payable under Section 5.04 of the SEPCO
                           Schedule.

                           (l) Notwithstanding anything in this Article XVII to
                           the contrary, the Accrued Benefit of any SEPCO
                           Employee shall not be less than the Accrued Benefit
                           such SEPCO Employee derived under the SEPCO Plan as
                           of the earlier of retirement, termination or December
                           31, 1997.

         17.6     Transfers of SEPCO Employees.

                  (a) With respect to a transfer of employment from an Employing
                  Company other than SEPCO to SEPCO, (1) occurring prior to
                  January 1, 1998, the person will be treated as a SEPCO
                  Employee under this Article XVII or (2) occurring on or after
                  January 1, 1998, the person will be treated as an Employee
                  under the terms of the Plan. Notwithstanding the foregoing, a
                  person transferring to SEPCO as a Covered SEPCO Employee on or
                  after January 1, 1998 will be treated as a SEPCO Employee.
                  Only persons transferring to SEPCO as a Covered SEPCO Employee
                  on or after January 1, 2001 will be treated as an Employee.

                  (b) With respect to a transfer of employment from SEPCO to an
                  Employing Company, (1) occurring prior to January 1, 1997, the
                  person will be treated like an Employee under Sections 4.6(a),
                  (c) and (d) of the Plan provided that any Retirement Income or
                  Allowance payable to the Employee shall be determined in
                  accordance with Section 17.5(a), (g), (j) and (k) or (2)
                  occurring on or after January 1, 1997, the person will be
                  treated as a SEPCO Employee or Covered SEPCO Employee,
                  whichever is applicable, under this Article XVII.

         17.7 Application of Plan to SEPCO. To the extent not inconsistent with
         the provisions of this Article XVII, all the provisions of the Plan are
         applicable to SEPCO Employees and Covered SEPCO Employees.

                                       13.

         Section 1.14 of the SEPCO Schedule, the definition of "Employee," shall
be deleted in its entirety and replaced with the following new definition:

                  1.14 "Employee" shall mean any person regularly employed by
                  the Company who receives regular stated salary, or wages paid
                  directly by the Company as (a) a regular full-time employee,
                  (b) a regular part-time employee, (c) a cooperative education
                  employee or (d) a temporary employee paid directly or
                  indirectly by the Company. Notwithstanding the preceding
                  sentence, on and after January 1, 1998 but before January 1,
                  2001, "Employee" shall be limited to Covered SEPCO Employees
                  as defined in Article XVII of the Plan. Thereafter, no person
                  employed by the Company shall be an "Employee" under this
                  SEPCO Schedule. For purposes of this Section 1.14, temporary
                  employee means a full-time or part-time employee who provides
                  services to the Company for a stated period of time after
                  which period such employee will be terminated from employment.
                  The term Employee shall also include Leased Employees within
                  the meaning of Code ss. 414(n) (2). Notwithstanding the
                  foregoing, if such Leased Employees constitute less than
                  twenty percent (20%) of the Employer's non-highly compensated
                  workforce within the meaning of Code ss. 414(n)(5)(C)(ii), the
                  term Employee shall not include those Leased Employees covered
                  under the SEPCO Schedule described in Code ss. 414(n)(5). The
                  term Employee for participation purposes shall not include any
                  individual who is classified by the Company as an independent
                  contractor or temporary employee (unless with respect to a
                  temporary employee who is grandfathered under this SEPCO
                  Schedule) regardless of whether such classification is in
                  error.

                                       14.

         Southern Energy, Inc. shall be removed as an Employing Company in
Appendix A of the Plan, effective as of the "Group Status Change Date," as
defined in the Agreement.

                                       15.

         Except as amended herein by this Sixth Amendment, the Plan shall remain
in full force and effect as amended and restated by the Company prior to the
adoption of this Sixth Amendment.


<PAGE>


         IN WITNESS WHEREOF, Southern Company Services, Inc. through its duly
authorized officer, has adopted this Sixth Amendment to The Southern Company
Pension Plan this ____ day of _________________, 2000, to be effective as stated
herein.

                                  SOUTHERN COMPANY SERVICES, INC.


                                  By: _____________________________________

                                  Title:___________________________________



ATTEST:

By:  _________________________________________________________

Title:________________________________________________________