SIXTH AMENDMENT TO THE
                     SOUTHERN COMPANY EMPLOYEE SAVINGS PLAN

         WHEREAS, the Employee Savings Plan Committee ("Committee") heretofore
adopted the amendment and restatement of The Southern Company Employee Savings
Plan ("Plan"), effective as of January 1, 1997;

         WHEREAS, Southern Energy Resources, Inc. ("SERI"), an Employing Company
under the Plan, will 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
Southern Energy, Inc. ("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 Committee desires to amend the Plan to exclude the former
employees of SCEM from participating in the Plan by virtue of their employment
with SERI;

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

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

         WHEREAS, the Committee is authorized pursuant to Section 15.1 of the
Plan to amend the Plan at any time, provided that the amendment does not involve
a substantial increase in cost to any Employing Company or is necessary or
desirable to comply with the laws and regulations applicable to the Plan.

         NOW, THEREFORE, the Committee hereby amends the Plan as follows, to be
effective as of the dates indicated:

                                       1.

         Sections 2.20 and 2.21 of the Plan shall be eliminated in their
entirety, effective as of January 1, 2001. Each subsequent Section in Article II
shall remain as currently numbered until such time as the Plan is amended and
restated.

                                       2.

         Section 2.27 of the Plan shall be amended to read as follows, effective
as of December 22, 2000:

                    2.27 "Eligible Employee" shall mean an Employee who is
         employed by an Employing Company and (a) who was eligible to be
         included in the Plan on January 1, 1991, or (b) who is a regular
         full-time, regular part-time, or cooperative education employee other
         than:

                  (1)      an Employee who is treated as such solely by reason
                           of the "leased employee" rules of Code Section 414(n)
                           such that, pursuant to an agreement between an
                           Employing Company and any other person, such
                           individual has performed services for the Employing
                           Company (or the Employing Company and related persons
                           as described in Code Section 414(n)(6)) on a
                           substantially full-time basis for a period of at
                           least one year and such services were performed under
                           the primary direction or control of the Employing
                           Company;

                  (2)      any Employee who is represented by a collective
                           bargaining agent unless the representatives of his
                           bargaining unit and the Employing Company mutually
                           agree to participation in the Plan subject to its
                           terms by members of his bargaining unit;

                  (3)      an individual who is a cooperative education employee
                           and who first performs an Hour of Service on or after
                           January 1, 1995;

                  (4)      an individual who is classified by the Employing
                           Company as a temporary employee (who was not eligible
                           to be included in the Plan on January 1, 1991) or an
                           independent contractor, regardless of whether such
                           classification is determined to be in error.
                           Effective September 1, 1998, any individual
                           classified by the Employing Company as a temporary
                           employee shall be excluded from the Plan, regardless
                           of any prior inclusion in the Plan and regardless of
                           whether the "temporary employee" classification is
                           determined to be in error; and

                  (5)      an individual, who would otherwise be eligible to
                           participate in the Plan by virtue of his employment
                           by SERI, but who (i) was an employee of SCEM on
                           December 22, 2000, (ii) was hired by SERI on or after
                           December 23, 2000, and who was a former employee of
                           SCEM, or (iii) was hired by SERI on or after December
                           23, 2000, who is employed in the Americas Group and
                           whose job function is indicated on Exhibit A attached
                           hereto.

                                       3.

         Paragraph (5) of Section 2.27 of the Plan shall be amended to read as
follows, effective as of the Group Status Change Date as defined in the
Agreement:

                  (5)      an individual who is employed by SERI.

                                       4.

         Section 2.48 of the Plan shall be amended to read as follows, effective
as of the Group Status Change Date as defined in the Agreement:

                  2.48 "Participant" shall mean (a) an Eligible Employee who has
         elected to participate in the Plan as provided in Article III and whose
         participation in the Plan at the time of reference has not been
         terminated as provided in the Plan, (b) an Employee or former Employee
         who has ceased to be a Participant under (a) above, but for whom an
         Account is maintained under the Plan, (c) an Eligible Employee who has
         made a Rollover Contribution to this Plan to the extent that the
         Provisions of the Plan apply to such Rollover Contribution of the
         Eligible Employee, and (d) an Employee or former Employee for whom a
         Transferred ESOP Account is maintained under the Plan.

                                       5.

         The second paragraph of Section 2.66, "Year of Service", including
subsections (a) and (b) of such paragraph, shall be eliminated in its entirety,
effective as of January 1, 2001.

                                       6.

         Two new definition Sections shall be added to the Plan to read as
follows, effective as of December 22, 2000:

                  2.67     "SCEM" shall mean Southern Company Energy Marketing,
                           L.P.

                  2.68     "SERI" shall mean Southern Energy Resources, Inc.


                                       7.

         Five new definition Sections shall be added to the Plan to read as
follows, effective as of the Group Status Change Date as defined in the
Agreement:

                  2.69 "SEI" shall mean Southern Energy, Inc., any subsidiary of
         Southern Energy, Inc., or any successor thereto.

                  2.70     "SEI Stock" shall mean the common stock of SEI.

                  2.71 "SEI Stock Account" shall mean the total amount credited
         to the Account of a Participant as described in Section 9.1(c).

                  2.72 "SEI Stock Fund" shall mean the fund established to hold
         SEI Stock as described in Section 8.8.

                  2.73 "Transferred ESOP Account" shall mean the total amount
         credited to the Account of a Participant as described in Section
         9.1(d).

                                       8.

         Section 3.1 of the Plan shall be amended to read as follows, effective
as of January 1, 2001:

                    3.1 Eligibility Requirements. Each Eligible Employee who was
         an active Participant on December 31, 2000 shall continue to be an
         active Participant in the Plan on January 1, 2001, provided he remains
         an Eligible Employee. Each other Eligible Employee may elect to
         participate in the Plan as of any Enrollment Date after the Employee's
         first day of employment as an Eligible Employee or as soon as
         administratively practicable thereafter. An Eligible Employee shall
         make an election to participate by authorizing deductions from or
         reduction of his Compensation as contributions to the Plan in
         accordance with Article IV, and directing the investment of such
         contributions in accordance with Article VIII. Such Compensation
         deduction and/or reduction authorization and investment direction shall
         be made in accordance with the procedures established by the Committee.

                                       9.

         Section 3.2 of the Plan shall be amended to read as follows, effective
as of January 1, 2001:

                    3.2 Participation upon Reemployment. If an Employee
         terminates his employment with an Affiliated Employer and is
         subsequently reemployed as an Eligible Employee, he may elect to become
         an active Participant in the Plan as of the date of his reemployment or
         as soon as administratively practicable thereafter.

                                       10.

         Sections 3.5 through 3.9 of the Plan shall be deleted in their
entirety, and Section 3.10 shall be renumbered as Section 3.5, effective as of
January 1, 2001.

                                       11.

         Section 6.1 of the Plan shall be amended to read as follows, effective
as of January 1, 2000:

                    6.1 Section 415 Limitations. Notwithstanding any provision
         of the Plan to the contrary, the total Annual Additions allocated to
         the Account (and the accounts under all defined contribution plans
         maintained by an Affiliated Employer) of any Participant for any
         Limitation Year in accordance with Code Section 415 and the regulations
         thereunder, which are incorporated herein by this reference, shall not
         exceed the lesser of the following amounts:

                           (a) twenty-five percent (25%) of the Participant's
                  compensation (as defined in Code Section 415(c)(3) and any
                  rulings and regulations thereunder) in the Limitation Year; or

                           (b) $30,000 (as adjusted pursuant to Code Section
                  415(d)(1)(C)).

                    The Annual Addition for any Plan Year beginning before
         January 1, 1987 shall not be recomputed to treat all Voluntary
         Participant Contributions as an Annual Addition.

                                       12.

         Section 6.3 of the Plan shall be amended to read as follows, effective
as of January 1, 2000:

                    6.3 Combination of Plans. If an Employee participates in
         more than one defined contribution plan maintained by an Affiliated
         Employer and his Annual Additions exceed the limitations of Section
         6.1, corrective adjustments shall be made first under this Plan and
         then, to the extent necessary, under The Southern Company Performance
         Sharing Plan and then, to the extent necessary, under The Southern
         Company Employee Stock Ownership Plan.

                                       13.

         A new Section 8.8 shall be added to the Plan to read as follows,
effective as of the Group Status Change Date as defined in the Agreement:

                  8.8 SEI Stock Fund. All SEI Stock received by the Plan
         pursuant to Sections 9.1(c) and 9.1(d) shall be held in a "SEI Stock
         Fund." Participants may direct investments out of the SEI Stock Fund
         and into the other Investment Funds in accordance with the procedures
         of this Article VIII. However, Participants may not direct investments
         into the SEI Stock Fund and, should a Participant elect to direct
         investments out of the SEI Stock Fund, he may not again direct any
         amount attributable to such investments back into the SEI Stock Fund.
         In no event shall the SEI Stock Fund remain as an Investment Fund under
         the Plan later than the end of the calendar quarter which includes the
         five-year anniversary of the date SEI Stock is first held in the SEI
         Stock Fund.

                                       14.

         New subsections (c) and (d) shall be added to Section 9.1 of the Plan
to read as follows, effective as of the Group Status Change Date as defined in
the Agreement:

                  (c) Upon the distribution by the Southern Company to its
         shareholders of the SEI Stock held by the Southern Company pursuant to
         a tax-free spin-off under Code Section 355 or such similar transaction,
         the Committee shall establish a subaccount known as a Participant's
         "SEI Account" to reflect the Participant's interest in the SEI Stock
         received by the Plan (other than SEI Stock transferred to the Plan as
         described in Section 9.1(d)) pursuant to such transaction. To the
         extent that shares of SEI Stock are attributable to Common Stock in a
         Participant's subaccounts which reflect Elective Employer
         Contributions, Voluntary Participant Contributions, Employer Matching
         Contributions, Rollover Contributions, and amounts in a Participant's
         SEPCO Transferred Account, the shares of SEI Stock attributable to each
         shall retain their character as Elective Employer Contributions,
         Voluntary Participant Contributions, Employer Matching Contributions,
         Rollover Contributions, and amounts in a Participant's SEPCO
         Transferred Account, respectively, and the Committee shall establish
         and maintain such bookkeeping accounts as it deems necessary to account
         for such SEI Stock, and any subsequent earnings or losses attributable
         thereto, under this Plan.

                  (d) Upon the transfer to the Plan of the SEI Stock distributed
         to The Southern Company Employee Stock Ownership Plan ("ESOP") in
         connection with a transaction described in Section 9.1(c), the
         Committee shall establish a subaccount known as a Participant's
         "Transferred ESOP Account" to reflect the Participant's interest in the
         Plan attributable to the SEI Stock transferred to the Plan from the
         ESOP. The Committee shall establish and maintain separate bookkeeping
         accounts within the Transferred ESOP Account for amounts attributable
         to the SEI Stock that was distributed on Common Stock which had been
         held in the ESOP for more than two years as of the date of transfer,
         amounts attributable to SEI Stock that was distributed on Common Stock
         which had been held in the ESOP for more than one year but less than
         two years as of the date of transfer, and amounts attributable to SEI
         Stock that was distributed on Common Stock which had been held in the
         ESOP for less than one year as of the date of transfer, respectively.

                                       15.

         Subsection (a) of Section 11.1 of the Plan shall be amended to read as
follows, effective as of the Group Status Change Date as defined in the
Agreement:

                    (a) Subject to the provisions of Article XII, this Section
         11.1, and Sections 11.2 through 11.6, a Participant may make
         withdrawals from his Account effective as of any Valuation Date in the
         order of priority listed below:

                             (1) All or a portion of the value of his Account
                    attributable to Voluntary Participant Contributions (not
                    including any earnings or appreciation thereon) made prior
                    to January 1, 1987;

                             (2) All amounts described above, plus all or a
                    portion of the value of his Account attributable to
                    Voluntary Participant Contributions, plus a ratable portion
                    of the earnings and/or appreciation on Voluntary Participant
                    Contributions;

                             (3) All amounts described above, plus effective
                    April 1, 1997, all or a portion of the value of his Account
                    attributable to Rollover Contributions (including earnings
                    and appreciation thereon);

                             (4) All amounts described above, plus the value of
                    his Transferred ESOP Account as described in Section 9.1(d);
                    provided, however, that the amount in his Transferred ESOP
                    Account attributable to SEI Stock that was distributed on
                    Common Stock which had been held in the ESOP for less than
                    two years as of the date of transfer may not be distributed
                    until the first day of the month following the two-year
                    anniversary of the date such Common Stock was contributed to
                    the ESOP;

                             (5) All amounts described above, plus up to fifty
                    percent (50%) of the value of his Account attributable to
                    Employer Matching Contributions (including earnings and
                    appreciation thereon) allocated to his Account; provided,
                    however, that said Participant shall have participated in
                    the Plan for not less than sixty (60) months at the time of
                    the withdrawal;

                             (6)(A) For Participants who have not attained age
                    59 1/2 or separated from service with the Affiliated
                    Employers (within the meaning of Code Section
                    401(k)(2)(B)(i)(I)), all amounts described above, plus all
                    or a portion of the value of his Account attributable to
                    Elective Employer Contributions (not including any earnings
                    or appreciation thereon for Plan Years beginning after
                    December 31, 1988); and

                           (B) For Participants who have attained age 59 1/2 or
                  separated from service with the Affiliated Employers (within
                  the meaning of Code Section 401(k)(2)(B)(i)(I)), all amounts
                  described above, plus all or a portion of the value of his
                  Account attributable to any earnings or appreciation on
                  Elective Employer Contributions.

         For purposes of this Section 11.1, any individual who becomes a
         Participant solely because a Transferred ESOP Account is established on
         behalf of such individual shall be treated as participating in the Plan
         as of the date such Transferred ESOP Account is established.

                                       16.

         The reference to "Section 11.1(a)(5)(A)" in Section 11.6 shall be
replaced by "Section 11.1(a)(6)(A)", effective as of the Group Status Change
Date as defined in the Agreement:

                                       17.

         Subsection (c) of Section 11.7 of the Plan shall be amended to read as
follows, effective as of January 1, 2001:

                  (c) The principal amount of a loan shall be obtained pro rata
         from each Investment Fund in which the Participant's Account is
         invested at that time such loan is obtained.

                                       18.

         The phrase "and/or SEI Stock" shall be added following the reference to
"Common Stock" in paragraph (2) of subsection (a) of Section 12.1, effective as
of the Group Status Change Date as defined in the Agreement.

                                       19.

         Section 12.11 of the Plan shall be amended to read as follows,
effective as of the Group Status Change Date as defined in the Agreement:

                  12.11 Form of Payment. All distributions under this Article
         XII shall be made in the form of cash, provided that the person
         entitled to such distribution may demand that the portion of any
         distribution which is attributable to Common Stock or SEI Stock be
         distributed in the form of such Common Stock or SEI Stock,
         respectively, to the extent of the whole number of shares in the
         Participant's Account, with a cash adjustment for any fractional
         shares.

                                       20.

         A new sentence shall be added to the end of Section 14.3 of the Plan to
read as follows, effective as of the Group Status Change Date as defined in the
Agreement:

         Procedures similar to those described above shall also apply to voting
         the SEI Stock credited to each Participant's Account.

                                       21.

         The phrase "or SEI Stock Fund" shall be added to the end of the first
sentence of Section 14.4 of the Plan, effective as of the Group Status Change
Date as defined in the Agreement.

                                       22.

         The phrase ", as provided in regulations prescribed by the Secretary of
the Treasury" shall be added to the end of the last sentence of Section 15.1 of
the Plan, effective as of September 5, 2000.

                                       23.

         A new Section 15.4 shall be added to the Plan to read as follows,
effective as of the Group Status Change Date as defined in the Agreement:

                  15.4 Transfer of Plan Assets. Notwithstanding any provision of
         the Plan to the contrary, upon the distribution by the Southern Company
         to its shareholders of the SEI Stock held by the Southern Company
         pursuant to a tax-free spin-off under Code Section 355 or such similar
         transaction, the Accounts of certain Participants who shall be
         identified in accordance with the Employee Matters Agreement entered
         into between the Southern Company and SEI ("Agreement") shall be
         transferred to a retirement plan established by SEI which is intended
         to constitute a qualified retirement plan under Code Section 401(a).
         The Committee shall determine the time of such transfers and shall
         establish such rules and procedures as its deems necessary or
         appropriate to effect the transfers, except that all actions with
         respect to the transfers shall be taken in a manner consistent with the
         Agreement.

                                       24.

         Section 16.4 of the Plan shall be deleted in its entirety, effective as
of January 1, 2000.

                                       25.

         A new sentence shall be added to the end of Section 18.5 of the Plan to
read as follows, effective as of September 5, 2000.

         Notwithstanding the foregoing, any optional form of benefit provided
         under this Plan solely as a result of the merger of the SEPCO Plan into
         this Plan shall be eliminated to the extent permitted and in accordance
         with the regulations prescribed by the Secretary of the Treasury under
         Code Section 411(d)(6), provided that the elimination of such optional
         form of benefit shall not be effective before the earlier of (a) the
         90th day after the Participant receives a summary of material
         modification describing the elimination of such optional form of
         benefit or (b) January 1, 2002.

                                       26.

         Southern Energy Resources, 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.

                                       27.

         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.

         IN WITNESS WHEREOF, Southern Company Services, Inc., through the duly
authorized members of the Employee Savings Plan Committee, has adopted this
Sixth Amendment to The Southern Company Employee Savings Plan this ____ day of
___________________, 2000.

                                          EMPLOYEE SAVINGS PLAN COMMITTEE: