EXHIBIT 10(a)59
                                SOUTHERN COMPANY
                          PRODUCTIVITY IMPROVEMENT PLAN

                              AMENDED AND RESTATED













                              TROUTMAN SANDERS LLP
                                NationsBank Plaza
                     600 Peachtree Street, N.E., Suite 5200
                             Atlanta, Georgia 30308
                                 (404) 885-3000







                                                     Effective January 1, 1998



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                                SOUTHERN COMPANY
                          PRODUCTIVITY IMPROVEMENT PLAN

                              Amended and Restated

                                    Purposes

         The purposes of the Amended and Restated Southern Company Productivity
Improvement Plan are to provide a financial incentive which will focus the
efforts of participants on areas that will have a direct and significant
influence on corporate performance and to provide the potential for levels of
compensation that will enhance the Employing Companies' abilities to attract,
retain and motivate key management employees. In order to achieve these
objectives, the Plan will be based upon corporate performance.

         The amendment and restatement shall be effective as of January 1, 1998.


                                    ARTICLE I

                                   Definitions

         For purposes of the 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 base salary or wages paid to a
Participant before deductions for taxes, social security, etc., including all
amounts contributed by an Employing 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 Employing 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 Southern Company Deferred Compensation
Plan, 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.

         1.2 "Average Common Equity" shall mean the total average common equity
of Alabama Power Company, Georgia Power Company, Gulf Power Company, Mississippi
Power Company, Savannah Electric and Power Company, Southern Nuclear Operating
Company and Southern Company Services, Inc.

         1.3 "Average Return on Common Equity" for a Computation Period shall
mean the result obtained by (a) dividing Core Net Income by Average Common
Equity for each year in the Computation Period, (b) adding the result, and (c)
dividing the sum by the number of years in the Computation Period.

         1.4 "Award" shall mean the award opportunity multiplied by the
performance unit value determined under Section 3.2 of the Plan.

         1.5 "Award Opportunity" shall mean the target award opportunity
determined under Section 3.1 of the Plan.

         1.6 "Award Percentage" shall mean the award percentage set forth on
Exhibit B hereto. Such Exhibit may be modified from time to time by the
Committee to reflect changes in Exhibit C hereto.

         1.7 "Beneficial Ownership" shall mean beneficial ownership within the
meaning of Rule 13d-3 promulgated under the Exchange Act.

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

         1.9 "Business Combination" shall mean a reorganization, merger or
consolidation or sale of Southern Company or a sale of all or substantially all
of Southern Company's assets.

         1.10 "Chief Executive Officer" shall mean the individual designated as
such by the Board of Directors of an Employing Company and of Southern Company.

         1.11 "Committee" shall mean the individuals then serving in the
positions of Director, Compensation and Benefits of Southern Company; Senior
Vice President, Human Resources of Southern Company; and Vice President &
Comptroller of Southern Company or any other position or positions that succeed
to the duties of the foregoing positions.

         1.12 "Common Stock" shall mean the common stock of Southern Company.

         1.13 "Computation Period" shall mean a four-year period commencing on
the first day of the initial year of participation, and thereafter, it shall
mean a four-year period commencing on the first day of January each year.

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

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

         1.16 "Core Business" shall mean the operations of Alabama Power
Company, Georgia Power Company, Gulf Power Company, Mississippi Power Company,
Savannah Electric and Power Company, Southern Nuclear Operating Company and the
operations of Southern Company Services, Inc. with respect to such companies.

         1.17 "Core Net Income" shall mean the combined net income (or net loss)
of Alabama Power Company, Georgia Power Company, Gulf Power Company, Mississippi
Power Company, Savannah Electric and Power Company and The Southern Company
"corporate", provided, that the net income (or net loss) of The Southern Company
"corporate" shall be adjusted by eliminating interest expense not attributable
to Core Business and one-half of The Southern Company's "corporate"
administration and general expenses.

         1.18 "Employee" shall mean any person who is currently employed by an
Employing Company but shall not include (a) any individual who is eligible to
participate in the Southern Company Executive Productivity Improvement Plan or
(b) any person who is eligible to participate in any incentive compensation
program maintained by an Employing Company that specifically provides that an
eligible employee under such program shall not also be entitled to receive
Awards under this Plan.

         1.19 "Employing Company" shall mean Southern Company Services, Inc., or
any affiliate or subsidiary (direct or indirect) of Southern Company, which the
Board of Directors may from time to time determine to bring under the Plan and
which shall adopt the Plan, and any successor of any of them.

         1.20 "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

         1.21 "Grade Level" shall mean the evaluation assigned under the job
evaluation system as of December 31 of each calendar year.

         1.22 "Grade Level Value" shall mean the assigned dollar value within
the Annual Salary range for a Grade Level in a Computation Period, upon which
Awards are based.

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

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

         1.25 "Non-Adopting Company" shall mean any subsidiary or affiliate of
Southern Company which is not an Employing Company.

         1.26 "Participant" shall mean all Employees described in Section 2.1
hereof.

         1.27 "Payment Date" shall mean the date that the check evidencing the
Award is endorsed by an authorized person of an Employing Company.

         1.28 "Peer Group Companies" shall mean the companies set forth on
Exhibit C attached hereto and as may be revised from time to time by the
Committee to reflect mergers, acquisitions, reorganizations, etc. of such
companies.

         1.29 "Plan" shall mean the Southern Company Productivity Improvement
Plan, as described herein or as may be amended from time to time.

         1.30 "Plan Termination" shall mean the termination of the Plan by
Southern Company or an Employing Company following a Southern Change in Control
unless an equitable arrangement (embodied in an ongoing substitute or
replacement plan) has been made with respect to the Plan in connection with the
Southern Change in Control. For purposes of this Plan, an ongoing substitute or
alternative plan shall be considered an "equitable arrangement" if a nationally
recognized compensation consulting firm chosen by the Committee opines in
writing that, on aggregate, the post-Southern Change in Control plan is an
equitable substitute or replacement of the pre-Southern Change in Control Plan,
and that such substitute or alternative plan provides substantially similar
target opportunities and a substantially similar level of performance
difficulty.

         1.31 "Prior Plan" shall mean the Plan as amended and restated effective
January 1, 1995.

         1.32 "Southern Board" shall mean the Board of Directors of The Southern
Company.

         1.33     "Southern Change in Control" shall mean any of the following:

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

                           (i) any acquisition directly from Southern Company,

                           (ii) any acquisition by Southern Company,

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

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

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

                           (vi) any Business Combination which would not
                  otherwise constitute a Change in Control because of the
                  application of clauses (i), (ii) and (iii) of Section 1.33(c);

                  (b) A change in the composition of the Southern Board whereby
         individuals who constitute the Incumbent Board cease for any reason to
         constitute at least a majority of the Southern Board; or

                  (c) Consummation of a Business Combination, unless, following
         such Business Combination, all of the following three conditions are
         met:

                           (i) all or substantially all of the individuals and
                  entities who held Beneficial Ownership, respectively, of
                  Southern Company's Voting Securities immediately prior to such
                  Business Combination beneficially own, directly or indirectly,
                  65% or more of the combined voting power of the Voting
                  Securities of the corporation surviving or resulting from such
                  Business Combination, (including, without limitation, a
                  corporation which as a result of such transaction holds
                  Beneficial Ownership of all or substantially all of Southern
                  Company's Voting Securities or all or substantially all of
                  Southern Company's assets) (such surviving or resulting
                  corporation to be referred to as "Surviving Company"), in
                  substantially the same proportions as their ownership,
                  immediately prior to such Business Combination, of the
                  Southern Company's Voting Securities,

                           (ii) no Person (excluding any corporation resulting
                  from such Business Combination, any qualified pension plan,
                  publicly held mutual fund, Group composed exclusively of
                  Employees or employee benefit plan (or related trust) of
                  Southern Company, its subsidiaries or Surviving Company) holds
                  Beneficially Ownership, directly or indirectly, of 20% or more
                  of the combined voting power of the then outstanding Voting
                  Securities of Surviving Company except to the extent that such
                  ownership existed prior to the Business Combination, and

                           (iii) at least a majority of the members of the board
                  of directors of the Surviving Company were members of the
                  Incumbent Board at the earlier of the date of execution of the
                  initial agreement, or of the action of the Southern Board,
                  providing for such Business Combination.

         1.34     "Southern Company" shall mean The Southern Company.

         1.35     "Southern Termination" shall mean the following:

                  (a) The Consummation of a reorganization, merger or
         consolidation of Southern Company under circumstances where either (i)
         Southern Company is not the surviving corporation or (ii) Southern
         Company's Voting Securities are no longer publicly traded;

                  (b) The Consummation of a sale or other disposition of all or
substantially all of Southern Company's assets; or

                  (c) The Consummation of an acquisition by any Person of
         Beneficial Ownership of all of Southern Company's Voting Securities
         such that Southern Company's Voting Securities are no longer publicly
         traded;

         in each case under circumstances where the Surviving Company or the
         company acquiring Southern Company's assets or Voting Securities does
         not adopt an "equitable arrangement" (as defined in Section 1.30
         hereof) in the form of a replacement plan.

         1.36     "Subsidiary Change in Control" shall mean the following:

                  (a) The Consummation of an acquisition by any Person of
         Beneficial Ownership of 50% or more of the combined voting power of the
         then outstanding Voting Securities of an Employing Company; provided,
         however, that for purposes of this Subsection 1.36, any acquisition by
         an Employee, or Group composed entirely of Employees, any qualified
         pension plan, any publicly held mutual fund or any employee benefit
         plan (or related trust) sponsored or maintained by Southern Company or
         any corporation Controlled by Southern Company shall not constitute a
         Change in Control.

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


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

         1.37 "Subsidiary Employee" shall mean an Employee of an Employing
Company which has undergone a Subsidiary Change in Control.

         1.38 "Termination for Cause" or "Cause" shall mean the termination of a
Participant's employment by an Employing Company under any of the following
circumstances:

                  (a) The Participant willfully neglects or refuses to discharge
         his or her duties to the Employing Company as an employee or refuses to
         comply with any lawful or reasonable instructions given to him or her
         by the Employing Company without reasonable excuse;

                  (b) The Participant is guilty of gross misconduct. For
         purposes of this Plan, the following acts shall constitute gross
         misconduct:

                           (i) any act involving fraud or dishonesty or breach
                  of appropriate regulations of competent authorities;

                           (ii) the carrying out of any activity or the making
                  of any statement which would prejudice and/or reduce the good
                  name and standing of Southern Company or an Employing Company
                  or would bring Southern Company or an Employing Company any
                  into contempt, ridicule or would reasonably shock or offend
                  any community in which Southern Company or an Employing
                  Company is located;

                           (iii) attendance at work in a state of intoxication
                  or otherwise being found in possession at his or her workplace
                  of any prohibited drug or substance, possession of which would
                  amount to a criminal offense;

                           (iv) assault or other act of violence against any
                  employee or other person during the course of the
                  Participant's employment; and

                           (v) conviction of any felony or misdemeanor involving
                  moral turpitude.

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

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

                                   ARTICLE II

                                  Participants

         2.1 Except as otherwise provided in Section 2.8 hereof, the
Participants in the Plan shall be limited to those Employees of the Employing
Companies who occupy Grade Level 7 or above (or who are deemed to occupy such
Grade Levels under Section 2.6 hereof) for at least thirty-six (36) months of
Computation Period which respect to which an Award shall be made and are
employed by an Employing Company on the last day of such Computation Period, as
well as any other Employee who is so employed and who occupies a grade
recommended for inclusion in the Plan by the Chief Executive Officer of an
Employing Company with the concurrence of the Chief Executive Officer of the
Southern Company, for at least such thirty-six (36) months; provided, however,
that any additional Employees who are recommended for inclusion in the Plan by
the Chief Executive Officer of an Employing Company with the concurrence of the
Chief Executive Officer of Southern Company shall be identified by Grade Level
Value and/or title in an exhibit to the Plan each January 1. For purposes of
calculating the thirty-six month period referred to in this Section 2.1, an
Employee shall be deemed to have occupied a Grade Level of 7 of higher for each
month in which such Employee has occupied such Grade Level for fifteen (15) or
more days.

         2.2 Notwithstanding the provisions of Section 2.1 hereof, any
Participant who, for job performance reasons (as determined in the sole
discretion of the Committee), vacates an eligible Grade Level in the last
calendar year prior to the close of a Computation Period shall forfeit any Award
for the Computation Period ending in the year in which such Grade Level is
vacated.

         2.3 If a Participant's employment with an Employing Company is
terminated by reason of death, disability or retirement, such Participant or his
or her estate shall be eligible to receive an Award for the Computation Period
ending in the year of such death, disability or retirement. For purposes of this
Plan, the date of disability or retirement shall be the last day of active
service by the Participant and shall not mean any date subsequent to such last
date of active service which is deemed to be a retirement or disability date
under the terms of any pension, severance, retirement or disability plan or
arrangement. Except as provided in Section 2.4 hereof, any Participant who
terminates employment with an Employing Company for any other reason shall
receive only any unpaid Award for a completed Computation Period and shall not
be eligible to receive an Award for the Computation Period ending in the year of
such termination of employment, provided, however, that any Participant whose
employment is Terminated for Cause shall forfeit any and all unpaid Awards as of
the date of termination.

         2.4 In the case of a Participant whose employment is transferred from
an Employing Company to a Non-Adopting Employer, any Award for any Computation
Period not yet closed as of the date of a Participant's transfer shall be paid
to the Participant by the Employing Company from which the Participant is
transferred on the following basis:

                  (i) 100% of the Award for the Computation Period ending in the
         year of transfer;

                  (ii) 75% of the Award for the Computation Period ending in the
         first year following the year of transfer;

                  (iii) 50% of the Award for the Computation Period ending in
         the second year following the year of transfer; and

                  (iv) 25% of the Award for the Computation Period ending in the
         third year following the year of transfer.

Such transferring Participant shall receive no award for any Computation Period
which has not begun on the date of the Participant's transfer or if the
Participant shall no longer occupy an eligible Grade Level after such transfer
(as determined by the Committee).

         Any Awards payable under this Section 2.4 shall be based on the
weighted average Grade Level at the time of transfer as determined under Section
3.1 hereof.

         2.5 In the case of an individual transferring from a Non-Adopting
Employer to an Employing Company whose Grade Level and length of service at the
Non-Adopting Employer would have caused the Employee to have been a Participant
in the Plan if the Non-Adopting Employer were an Employing Company and whose
Grade Level after the transfer would enable the Employee to participate in the
Plan, such individual shall be deemed to have been employed by an Employing
Company while employed with the Non-Adopting Employer and shall, for any
Computation Period ending after such transfer, be deemed a Participant in the
Plan as if the Non-Adopting Employer were an Employing Company.

         Any Awards payable under this Section 2.5 shall be based on the
weighted average Grade Levels at the Employing Company.

         2.6 In the case of an individual who, immediately prior to becoming a
Participant was a participant in the Southern Company Executive Productivity
Improvement Plan (the "Executive PIP") such individual shall be deemed to have
been a Participant in the Plan for each year of any Computation Period in which
such Participant was a participant in the Executive PIP.

         2.7 The administration of Awards for Participants who move from one
Grade Level included in the Plan to another Grade Level included in the Plan
shall be based on the Participant's Grade Level Value on the last day of each
calendar year of the Computation Period for which an Award is being granted,
multiplied by twenty-five percent (25%) for each year (or deemed year) of
participation in the Computation Period. The Grade Level Value for additional
years of service granted to a Participant under Section 2.8 hereof, shall be the
Grade Level Value on such Participant's first day of employment by an Employing
Company.

         2.8 In the case of an individual who becomes a Participant as a result
of becoming a new Employee of an Employing Company subsequent to January 1,
1995, such Participant shall be eligible to participate in the Plan for each
Computation Period which ends not less than two (2) years and not greater than
four (4) years after becoming a Participant provided such Participant is an
Employee as of the last day of the Computation Period and shall have occupied
Grade Level 7 or above for at least seventy five percent (75%) of the total
number of months such Participant has been an Employee. For purposes of
calculating the six month period referred to in this Section 2.8, an Employee
shall be deemed to occupy Grade Level 7 or above for each month in which such
Employee has occupied such Grade Level for fifteen (15) days or more.

                                   ARTICLE III

                      Corporate Financial Performance Award

         3.1 The Award Opportunity for each Participant shall be based upon his
weighted average Grade Level(s) as of December 31 of each calendar year of the
Computation Period with respect to which an Award shall be made and shall range
from fifteen percent (15%) to sixty-five percent (65%) of the Grade Level Value
held by the Participant at the beginning of each calendar year of a Computation
Period. The Award Opportunity for each Grade Level held by a Participant shall
be determined in accordance with the chart set forth in Exhibit A herein. Such
Exhibit A shall be modified from time to time by the Committee to reflect any
changes in Exhibit C hereto.

         3.2 Each Award Opportunity shall be multiplied by the Award Percentage
set forth in Exhibit B herein, which is based on Southern Company's Average
Return on Common Equity ranking during a Computation Period as compared to the
average return on common equity ranking of the Peer Group Companies to determine
a Participant's Award. The return on common equity of Southern Company Peer
Group Companies shall be determined annually by an independent certified public
accountant based on generally accepted accounting principles and shall be
properly adjusted and annualized by such accountant so that each Peer Group
Company's return on common equity may be accurately compared to that of Southern
Company. The average return on common equity for each Peer Group Company for a
Computation Period under this Section 3.2 shall be determined by (a) calculating
the average return on common equity for each company for each year in the
Computation Period, (b) adding the average return on common equity calculations
for each company all years in the Computation Period; and (c) dividing the total
for each company by the number of years in the Computation Period.

         3.3 Notwithstanding anything in this Article III to the contrary,
Awards for Computation Periods beginning on and before January 1, 1998 shall be
the greater of the Award determined under Section 3.1 hereof or the Award
determined based upon the Participant's Grade Level Value as of the first day of
each such Computation Period.

         3.4 Notwithstanding the above provisions, an Award shall not be granted
for any Computation Period ending with the calendar year in which the current
earnings of Southern Company are less than the amount necessary to fund the
dividends on its Common Stock at the rate such dividends were paid for the
immediately preceding calendar year.

         3.5 In the discretion of the Chief Executive Officer of Southern
Company, for purposes of determining the Award for one or more Computation
Periods may be calculated without regard to any extraordinary item of income or
expense incurred by Southern Company or any Employing Company, provided such
determination is made prior to the close of the Computation Period.

         3.6 The Awards to the Participants will be paid in cash as soon as is
practicable after all evaluations are completed. An Award payment may not be
deferred under this Plan. In the event an Award was deferred under the Prior
Plan, such deferral shall be governed by the terms of the Prior Plan.

                                   ARTICLE IV

                               Change in Control

         4.1 Southern Change in Control. Notwithstanding any other provision of
this Plan to the contrary, in the event of a Plan Termination within the two (2)
year period following a Southern Change in Control, each Participant who is an
Employee on the date of the Plan Termination shall be entitled to receive within
thirty (30) days of the Plan Termination, cash in an amount equal to his Award
Opportunity under the Plan for the Computation Period in which the Plan
Termination shall have occurred, at the target Award Percentage resulting in a
Value of Performance Unit of $1.00, prorated for each Computation Period by the
number of months which have passed since the beginning of the Computation Period
until the date of the Plan Termination.

         4.2 Subsidiary Change in Control. Notwithstanding any other provision
of this Plan to the contrary, in the event of a Subsidiary Change in Control,
each Subsidiary Employee on the date of such Change in Control whose employment
is not transferred upon such Subsidiary Change in Control to another Employing
Company shall be entitled to receive within thirty (30) days of the Subsidiary
Change in Control, cash in an amount equal his Award Opportunity under the Plan
for the Computation Period in which the Subsidiary Change in Control shall have
occurred, at the target Award Percentage resulting in a Value of Performance
Unit of $1.00, prorated for each Computation Period by the number of months
which have passed since the beginning of the Computation Period until the date
of the Subsidiary Change in Control.

         4.3 Minimum Target Payout. In the event of a Southern Change in Control
or a Southern Termination, if the Plan or an equitable replacement thereto (as
described in Section 1.30 hereof) remains effective on December 31st of the Plan
Year in which the Southern Change in Control or Southern Termination shall have
occurred, the Plan or replacement plan shall operate with respect to the
Computation Period then ended in accordance with its terms, but in no event
shall the Award from the Plan or replacement plan for such Computation Period be
at less than a target Award Percentage resulting in a Value of Performance Unit
of $1.00.

                                    ARTICLE V

                            Miscellaneous Provisions

         5.1 Neither the Participant, his beneficiary, 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.

         5.2 The Employing Company shall not reserve or otherwise set aside
funds for the payments of Awards deferred in accordance with the Prior Plan.

         5.3 Except for the provisions of Article IV which cannot be amended,
modified or terminated following a Southern Change in Control, Subsidiary Change
in Control or Southern Termination, the Plan may be amended, modified, or
terminated by the Board of Directors in its sole discretion at any time and from
time to time; provided, however, that no such amendment, modification, or
termination shall impair any rights to payments which have been deferred under
the Prior Plan prior to such amendment, modification, or termination.

         5.4 It is expressly understood and agreed that the 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 Employing Company.

         5.5 There shall be deducted from the payment of each Award under the
Plan the amount of any tax required by any governmental authority to be withheld
and paid over by the Employing Company to such governmental authority for the
account of the person entitled to such distribution.

         5.6 Any Awards paid to a Participant while employed by an Employing
Company shall not be considered in the calculation of the Participant's benefits
under any other employee welfare or pension benefit plan maintained by an
Employing Company, unless otherwise specifically provided therein.

         5.7 The Committee shall have the authority to interpret the provisions
of this Plan and to develop such rules and regulations as are necessary to carry
out the terms of the Plan. Any such interpretations, rules or regulations shall
be binding upon all Participants.

         5.8 The Committee shall have the authority to delegate any of its
duties and obligations hereunder and shall have the authority to engage such
agents as it deems necessary to carry out its duties and obligations hereunder.

         5.9 Governing Law. This Plan, and all rights under it, shall be
governed by and construed in accordance with the laws of the State of Georgia.

         5.10 Pooling Accounting. Notwithstanding anything to the contrary
herein, if, but for any provision of this Plan, a Change in Control transaction
would otherwise be accounted for as a pooling-of-interests under APB No.16
("Pooling Accounting") (after giving effect to any and all other facts and
circumstances affecting whether such Change in Control transaction would use
Pooling Accounting), such provision or provisions of this Plan which would
otherwise cause the Change in Control transaction to be ineligible for Pooling
Accounting shall automatically be void and ineffective in such a manner and to
the extent that by eliminating such provision or provisions of this Plan,
Pooling Accounting would be required for such Change in Control transaction and
Pooling Accounting is in fact used for such Change in Control transaction.

         IN WITNESS WHEREOF, Southern Company Services, Inc., through its duly
authorized officers, hereby amends and restates Southern Company Productivity
Improvement Plan this ____ day of ____________________, 1999, to be effective
January 1, 1998.

                         SOUTHERN COMPANY SERVICES, INC.



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

Attest:

By:                                                  
     Tommy Chisholm
     Secretary
         [CORPORATE SEAL]

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                                SOUTHERN COMPANY

                          PRODUCTIVITY IMPROVEMENT PLAN

                                    EXHIBIT A


Grade Level Value                                    Target Award Opportunity
                                               Percentage of Grade Level Value
President/CEO                                                 50/65%
      15                                                        50%
      14                                                        45%
      13                                                        40%
      12                                                        35%
      11                                                        30%
      10                                                        25%
      9                                                         25%
      8                                                         20%
      7                                                         15%


<PAGE>


                                SOUTHERN COMPANY

                          PRODUCTIVITY IMPROVEMENT PLAN

                                    EXHIBIT B

                            AWARD PERCENTAGE SCHEDULE

                                Position Ranking

    Value of
Performance Unit     12 - 14        15 - 17      18 - 20
        $           Companies      Companies    Companies
        -           ---------      ---------    ---------

      $2.00            Top            Top          Top
      1.80             1.0            1.0          1.0
      1.60             2.0            2.0          2.0
      1.40             2.5            3.0          3.0
      1.20             3.0            4.0          4.0
      1.00             4.0            4.5          5.0
       .90             4.5            5.0          6.0
       .80             5.0            6.0          7.0
       .70             6.0            7.0          8.0
       .60             6.5            8.0          9.0
       .50             7.0            8.5          10.0
        0           Below 7.0      Below 8.5     Below 10


<PAGE>


                                SOUTHERN COMPANY

                          PRODUCTIVITY IMPROVEMENT PLAN

                                    EXHIBIT C


The Peer Group Companies are as follows:

Allegheny Power System
American Electric Power                     (combine core subs...Note 1)
Baltimore Gas & Electric Company
Carolina Power & Light
Central & South West                        (combine core subs...Note 2)
Central Louisiana Electric
Duke Energy
Entergy                                     (combine core subs...Note 3)
Florida Power & Light                       (previously used FPL Group, Inc.)
Florida Power Corp.                         (previously used Florida Progress)
Kentucky Utilities Company                  (previously used KU Energy)
Potomac Electric Power Company
South Carolina Electric & Gas               (previously used SCANA)
Tampa Electric                              (previously used TECO Energy)
Virginia Electric & Power                   (previously used Dominion Resources)


Note 1: Combine AEP Generating Company, Appalachian Power Company, Columbus
Southern Power Company, Indiana Michigan Power Company, Kentucky Power Company,
and Ohio Power Company.

Note 2: Combine Central Power & Light Co., Public Service Co. of Oklahoma,
Southwestern Electric Power Co. and West Texas Utilities Co.

Note 3: Combine Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy
Louisiana, Inc., Entergy Mississippi, Inc., and System Energy Resources, Inc.