Exhibit 10(a)61




                                SOUTHERN COMPANY
                           DEFERRED COMPENSATION PLAN





                              Troutman Sanders LLP
                           600 Peachtree Street, N.E.
                           5200 Bank of America Plaza
                           Atlanta, Georgia 30308-2216
                                 (404) 885-3000









                              Amended and Restated as of February 23, 2001


<PAGE>


0297647


                                        i



                                SOUTHERN COMPANY
                           DEFERRED COMPENSATION PLAN

                                TABLE OF CONTENTS





ARTICLE I Purpose and Adoption of Plan...................................1
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ARTICLE II Definitions...................................................2
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ARTICLE III Administration of Plan.......................................6
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ARTICLE IV Eligibility...................................................8
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ARTICLE V Deferral Election.............................................10
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ARTICLE VI Participants' Accounts.......................................12
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ARTICLE VII Account Distribution........................................16
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ARTICLE VIII Miscellaneous Provisions...................................20
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<PAGE>
                                SOUTHERN COMPANY
                           DEFERRED COMPENSATION PLAN


                                    ARTICLE I
                          Purpose and Adoption of Plan

         1.1......Adoption: Southern Company Services, Inc. and the other
Employing Companies established the Deferred Compensation Plan for The Southern
Electric System effective October 1, 1988. The Plan has been amended from time
to time including this amendment and restatement effective February 23, 2001.
Except as otherwise provided herein, the terms of the Plan as in effect prior to
the effective date of this Plan shall continue to be applicable to deferrals
made pursuant to the Plan prior to February 23, 2001.
         1.2......Purpose: This Southern Company Deferred Compensation Plan is
designed to permit a select group of management or highly compensated employees
to elect to defer a portion of their regular compensation during each payroll
period and to defer all or a portion of certain short-term and long-term
incentive payments until their death, disability, retirement, or other
termination of employment with an Employing Company. The Plan shall be an
unfunded deferred compensation arrangement whose benefits shall be paid solely
from the general assets of the Employing Companies.

                                   ARTICLE II
                                   Definitions

         For purposes of the Plan, the following terms shall have the following
meanings unless a different meaning is plainly required by the context:
         2.1......"Account" shall mean the account or accounts established and
maintained by an Employing Company to reflect the interest of a Participant in
the Plan resulting from a Participant's deferral of Compensation or Incentive
Pay, or transfer of Transferred Amounts, and adjustments thereto to reflect
income, gains, losses, and other credits or charges. Charges to Participant's
Accounts for distributions shall be posted as of the date the Committee (or its
designee) notifies its paying agent to make such distribution.
         2.2......"Board of Directors" shall mean the Board of Directors of the
 Company.
         2.3......"Change in Control Benefit Plan Determination Policy" shall
mean the Change in Control Benefit Plan Determination Policy, as approved by the
Southern Board, as it may be amended from time to time in accordance with the
provisions therein.
         2.4......"Closing Price" shall mean the closing price on any trading
day of a share of the Common Stock based on consolidated trading as defined by
the Consolidated Tape Association and reported as part of the consolidated
trading prices of New York Stock Exchange listed securities.
         2.5......"Committee" shall mean the committee referred to in Section
3.1 hereof.
         2.6......"Common Stock" shall mean the common stock of Southern.
         2.7......"Company" shall mean Southern Company Services, Inc.
         2.8......"Compensation" shall mean the monthly rate of an Employee's
base wages or salary paid by any Employing Company to an Employee, including
amounts contributed by an Employing Company to the Employee Savings Plan as
Elective Employer Contributions, as said term is defined in Section 4.1 therein,
pursuant to the Employee's exercise of his or her deferral option made in
accordance with Section 401(k) of the Internal Revenue Code and amounts
contributed by an Employing Company to The Southern Company Flexible Benefits
Plan on behalf of the Employee pursuant to his or her salary reduction election
under such plan; but disregarding overtime and any reimbursements to an Employee
paid by any Employing Company including, but not limited to, reimbursements for
such items as moving expenses, automobile expenses, tax preparation expenses,
travel and entertainment expenses, and health and life insurance premiums.
         2.9......"Deferral Election" shall mean the Participant's written
election to defer a portion of his or her Compensation or Incentive Pay pursuant
to Article V hereof.
         2.10....."Distribution Election" shall mean the election under Article
VII hereof, pursuant to which a Participant elects to receive the balance of his
or her Account in either a lump sum or in annual installments following the
Participant's death, disability, retirement or other termination of Employment
with an Employing Company.
         2.11....."Effective Date" of this amendment and restatement shall mean
         February 23, 2001. 2.12....."Employee" shall mean any person who is
         currently employed by an Employing Company. 2.13....."Employee Savings
         Plan" shall mean The Southern Company Employee Savings Plan, as amended
         from time to time.
         2.14....."Employee Stock Ownership Plan" shall mean The Southern
Company Employee Stock Ownership Plan, as amended from time to time.
         2.15....."Employing Company" shall mean the Company, or any affiliate
or subsidiary (direct or indirect) of The 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.
         2.16....."Enrollment Date" shall mean the Effective Date, January 1 of
each Plan Year, and such other dates as may be determined from time to time by
the Committee.
         2.17....."Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.
         2.18....."Incentive Pay" shall mean such long-term or short-term
incentive pay as the Committee shall permit to be deferred under this Plan for
any Plan Year.
         2.19....."Investment Election" shall mean the Participant's written
election to have his or her deferred Compensation or Incentive Pay invested
pursuant to Section 6.3 or Section 6.4 hereof.
         2.20....."Mirant Plan" shall mean the Mirant Corporation Deferred
Compensation Plan for Directors and Select Employees.
         2.21....."Non-adopting  Company"  shall mean any  subsidiary  or
affiliate of The Southern  Company  which is not an Employing Company.
         2.22....."Participant" shall mean an Employee or former employee of an
Employing Company who is eligible to receive benefits under the Plan or who was
so eligible and had an unpaid Account balance upon his or her death, disability,
retirement or other termination of employment with an Employing Company.
         2.23....."Pension Plan" shall The Southern Company Pension Plan, as
amended from time to time.
         2.24....."Performance Sharing Plan" shall mean The Southern Company
         Performance Sharing Plan, as amended from time to time. 2.25....."Plan"
         shall mean the Southern Company Deferred Compensation Plan, amended and
         restated as of February 23, 2001, as
further amended from time to time. Prior to the January 1, 1996 amendment and
restatement, the Plan was entitled the Deferred Compensation Plan for The
Southern Electric System.
         2.26....."Plan Year" shall mean the calendar year.
         2.27....."Retirement Income" shall have the same meaning as set forth
in the Pension Plan.
         2.28....."Southern" shall mean Southern Company, its successors and
assigns.
         2.29....."Southern Board" shall mean the board of directors of
Southern.
         2.30....."Spin-off  Date" shall mean the "Group  Status  Change Date"
as defined in the  Employee  Matters  Agreement  between
Mirant Corporation (formerly Southern Energy, Inc.) and The Southern Company.
         2.31....."Supplemental Benefit Plan" shall mean The Southern Company
Supplemental Benefit Plan and the Supplemental Executive Retirement Plan of
Savannah Electric and Power Company, each as amended from time to time.
         2.32....."Transferred Amount" shall mean an amount equal to the value
of a Participant's accounts under the Mirant Plan which has been transferred to
and credited under the Plan pursuant to Section 6.2 herein in connection with
the Participant's transfer of employment from Mirant Corporation or any of its
subsidiaries to an Employing Company, excluding Mirant Corporation and its
subsidiaries.
         2.33....."Transferred Amount Investment Date" means the date as of
which a Participant's Transferred Amount will be credited and invested under the
Plan in accordance with Section 6.2.
         2.34....."Trust" shall mean the Southern Company Deferred Compensation
Trust.
         2.35....."Trustee" shall mean the entity designated as such in the
Trust.
         2.36....."Valuation Date" shall mean each trading day of the New York
Stock Exchange, or any successor national exchange on which the Common Stock is
traded and with respect to which a Closing Price may be determined.
         Where the context requires, the definitions of all terms set forth in
the Pension Plan, the Employee Savings Plan, the Employee Stock Ownership Plan,
the Performance Sharing Plan and the Supplemental Benefit Plan shall apply with
equal force and effect for purposes of interpretation and administration of the
Plan, unless said terms are otherwise specifically defined in the Plan. 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 III
                             Administration of Plan

         3.1......The general administration of the Plan shall be placed in the
Committee. The Committee shall consist of the Vice President, Human Resources of
Southern, the Director, System Compensation and Benefits of Southern and the
Comptroller of Southern. Any member may resign or may be removed by the Board of
Directors and new members may be appointed by the Board of Directors at such
time or times as the Board of Directors in its discretion shall determine. The
Committee shall be chaired by the Vice President, Human Resources of Southern
and may select a Secretary (who may, but need not, be a member of the Committee)
to keep its records or to assist it in the discharge of its duties. A majority
of the members of the Committee shall constitute a quorum for the transaction of
business at any meeting. Any determination or action of the Committee may be
made or taken by a majority of the members present at any meeting thereof, or
without a meeting by resolution or written memorandum concurred in by a majority
of the members.
         3.2......No member of the Committee shall receive any compensation
from the Plan for his or her service.
         3.3......The Committee shall administer the Plan in accordance with its
terms and shall have all powers necessary to carry out the provisions of the
Plan as may be more particularly set forth herein. The Committee shall interpret
the Plan and shall determine all questions arising in the administration,
interpretation and application of the Plan. Any such determination by the
Committee shall be conclusive and binding on all persons. The Committee may
adopt such regulations as it deems desirable for the conduct of its affairs and
may appoint such accountants, counsel, actuaries, specialists and other persons
as it deems necessary or desirable in connection with the administration of this
Plan. The Committee shall be the Plan's agent for service of process.
         3.4......The Committee shall be reimbursed by the Employing Companies
for all reasonable expenses incurred by it in the fulfillment of its duties,
including, but not limited to, fees of accountants, counsel, actuaries, and
other specialists, and other costs of administering the Plan.
         3.5 (a) The Committee is responsible for the daily administration of
         the Plan and may appoint other persons or entities to perform any of
         its fiduciary functions. The Committee and any such appointee may
         employ advisors and other persons necessary or convenient to help the
         Committee carry out its duties, including its fiduciary duties. The
         Committee shall review the work and performance of each such appointee,
         and shall have the right to remove any such appointee from his or her
         position. Any person, group of persons or entity may serve in more than
         one fiduciary capacity.
                  (b) The Committee shall maintain accurate and detailed records
         and accounts of Participants and of their rights under the Plan and of
         all receipts, disbursements, transfers and other transactions
         concerning the Plan. Such accounts, books and records relating thereto
         shall be open at all reasonable times to inspection and audit by the
         Board of Directors and by any persons designated thereby.
                  (c) The Committee shall take all steps necessary to ensure
         that the Plan complies with the law at all times. These steps shall
         include such items as the preparation and filing of all documents and
         forms required by any governmental agency; maintaining of adequate
         Participants' records; recording and transmission of all notices
         required to be given to Participants and their beneficiaries; the
         receipt and dissemination, if required, of all reports and information
         received from an Employing Company; securing of such fidelity bonds as
         may be required by law; and doing such other acts necessary for the
         proper administration of the Plan. The Committee shall keep a record of
         all of its proceedings and acts, and shall keep all such books of
         account, records and other data as may be necessary for proper
         administration of the Plan. The Committee shall notify the Employing
         Companies upon their request of any action taken by the Committee, and
         when required, shall notify any other interested person or persons.

                                   ARTICLE IV
                                   Eligibility

         4.1......Any Employee who is determined eligible to participate in
accordance with Section 4.2 of the Plan and whose compensation equals or exceeds
such minimum amount as may be established by the Committee from time to time may
elect to participate in the Plan beginning on any Enrollment Date by electing to
have his or her Compensation or Incentive Pay reduced and such amounts
contributed to the Plan in accordance with Article V hereof, and directing the
investment of such contributions in accordance with Article VI hereof. The
Committee shall be authorized to establish the minimum compensation required for
eligibility to participate in the Plan, to be effective as of the first day of
the next succeeding Plan Year. Notwithstanding the foregoing, any Employee
eligible to participate in any similar deferred compensation plan maintained by
an Employing Company or maintained by a Non-adopting Company shall be ineligible
to defer Compensation or Incentive Pay under this Plan, unless the Committee in
its sole discretion shall determine otherwise.
         4.2......Effective December 19, 2000, the Committee shall determine
which Employees are eligible to participate in the Plan. Additionally, the
Committee shall be authorized to modify the minimum compensation amount
described in Section 4.1 of the Plan and to rescind the eligibility of any
Participant if necessary or advisable to insure that the Plan is maintained
primarily for the purpose of providing deferred compensation to a select group
of management or highly compensated employees, as such terms are defined by the
Employee Retirement Income Security Act of 1974, as amended.
         4.3......The Committee shall have the authority to permit, if it deems
appropriate, separate Deferral Elections under Article V hereof, Investment
Elections under Article VI hereof, and Distribution Elections under Article VII
hereof for Compensation and Incentive Pay, respectively.
         4.4......Notwithstanding the foregoing provisions of this Article IV,
an Employee who has Transferred Amounts transferred to and credited under the
Plan pursuant to Section 6.2 herein shall be a Participant in the Plan. However,
an Employee who becomes a Participant under this Section 4.4 who is not
determined eligible under Section 4.2 shall be a non-active Participant and
shall be ineligible to actively defer Compensation or Incentive Pay under this
Plan unless such Employee is later determined to be eligible under Section 4.2
or the Committee in its sole discretion determines otherwise.

                                    ARTICLE V
                                Deferral Election

         5.1......A Participant may elect to defer payment of a portion of his
or her Compensation otherwise payable to him by his or her Employing Company
during each payroll period of the next succeeding Plan Year by any whole
percentage not to exceed fifty percent (50%) of his or her Compensation, or such
greater or lesser amount as shall be determined by the Committee from time to
time. A Participant may also elect to defer payment of up to one hundred percent
(100%), by whole percentages, of any Incentive Pay otherwise payable to him or
her by his or her Employing Company.
         5.2......The Deferral Election shall be made in writing on a form
prescribed by the Committee and shall state as follows:
                  (a)      That  the  Participant  wishes  to  make an
election  to  defer  the  receipt  of a  portion  of his or her
         Compensation or all or a portion of his or her Incentive Pay;
                  (b) The whole percentage of his or her Compensation or
                  Incentive Pay which the Participant elects to defer; and (c)
                  The Distribution Election under Article VII hereof.
         5.3......The initial Deferral Election of a new Participant shall be
made in writing by the Participant and delivered to the Participant's Employing
Company by the date established by the Committee and shall be effective on the
next occurring Enrollment Date. Any modification or revocation of the most
recent Deferral Election shall be made by written notice of the Participant and
delivered to the Participant's Employing Company by the date established by the
Committee and shall be effective on the first day of the Plan Year immediately
following the date of the Deferral Election. A Deferral Election with respect to
the deferral of future Compensation or Incentive Pay shall be an annual election
for each Plan Year unless otherwise modified or revoked as provided herein. The
termination of a Participant's participation in the Plan shall not affect the
Participant's Compensation or Incentive Pay previously deferred under the Plan,
which shall be invested and distributed in accordance with the Participant's
elections and the terms and conditions of the Plan.
         5.4......Notwithstanding the provisions of Section 5.3 of the Plan, the
Committee, in its sole discretion upon written application by a Participant, may
authorize the suspension of a Participant's Deferral Election in the event of an
unforeseen emergency or hardship of the Participant. A Deferral Election
suspension will be on account of hardship if it is necessary in light of
immediate and heavy financial needs of the Participant which cannot reasonably
be met from the Participant's other financial resources. For this purpose, any
amounts held in the Participant's accounts in the Employee Savings Plan and the
Employee Stock Ownership Plan shall not be deemed to be reasonably available.
Any Deferral Election suspension authorized by the Committee shall become
effective as of the first payroll period beginning thirty (30) days after
receipt by the Participant's Employing Company of the Participant's suspension
application, or as soon as practicable after the receipt of such application.
Such Deferral Election suspension shall be effective for the remainder of the
Plan Year of application and shall be deemed an annual election by the
Participant for each succeeding Plan Year unless otherwise modified by the
Participant under the provisions of Section 5.3 hereof.

                                   ARTICLE VI
                             Participants' Accounts

         6.1......Upon the Committee's receipt of a Participant's valid Deferral
Election under Article V hereof, beginning as of the Enrollment Date, the
designated portion of Compensation and Incentive Pay shall be credited to the
Participant's Account as of the date of each such deferral in accordance with
the provisions of this Article VI.
         6.2......Transferred Amounts shall be credited to a Participant's
Account as soon as administratively practicable following the Participant's
transfer of employment. Any Transferred Amounts credited to a Participant's
Account which were invested at the prime interest rate under the Mirant Plan
shall be invested pursuant to Section 6.3 herein. Any Transferred Amounts
credited to a Participant's Account which were invested in Mirant Corporation
phantom stock under the Mirant Plan shall be invested in a Mirant Stock Option
investment pursuant to the terms of Section 6.4(d) herein, and prior to the
opening of the window period described in Section 6.4(d), such Transferred
Amounts may be transferred out of the Mirant Stock Option investment during
other window periods established by the Committee pursuant to Section 6.5
herein. Upon a Participant's termination of employment, the Transferred Amounts
and accumulated investment return held in the Participant's Account shall be
distributed to the Participant in accordance with the Participant's Distribution
Election and the provisions of Article VII.
         6.3......On the last business day of each month, the Account of each
Participant either electing to invest his or her deferred Compensation or
Incentive Pay for a Plan Year in accordance with this Section 6.3 or
transferring a Transferred Amount to this Plan in accordance with Section 6.2
for investment pursuant to this Section 6.3, shall be credited by the Employing
Company with an amount, in lieu of interest, equal to the monthly equivalent of
the per annum prime rate of interest as published by the Wall Street Journal as
the base rate on corporate loans posted as of the last business day of each
month by at least seventy five (75%) percent of the United States' largest
banks, compounded monthly on any Account balance until such balance is fully
distributed.
         6.4......The Account of each Participant either electing to invest his
or her deferred Compensation or Incentive Pay for a Plan Year in accordance with
this Section 6.4 for investment pursuant to this Section 6.4 shall be credited
on the date of deferral with the deemed number of shares (including fractional
shares) of Common Stock which could have been purchased on such date with the
dollar amount of such deferral, based upon the Common Stock's Closing Price on
the Valuation Date immediately preceding the date of deferral. As of the date on
which occurs the payment of dividends on the Common Stock, there shall be
credited with respect to the deemed number of shares of Common Stock in the
Participant's Account on such date such additional deemed shares (including
fractional shares) of Common Stock as follows:
                  (a) In the case of cash dividends, such additional deemed
         shares as could be purchased at the Closing Price on the Valuation Date
         immediately preceding the dividend payment date with the dividends
         which would have been payable on the deemed number of shares previously
         credited to the Participant's Account;
                  (b) In the case of dividends payable in property other than
         cash or Common Stock, such additional deemed shares as could be
         purchased at the Closing Price on the Valuation Date immediately
         preceding the dividend payment date with the fair market value of the
         property which would have been payable on the deemed number of shares
         previously credited to the Participant's Account; or
                  (c) In the case of dividends payable in Common Stock, such
         additional deemed shares as would have been payable on the deemed
         number of shares previously credited to the Participant's Account; or
                  (d) In the case of a deemed distribution of Mirant Corporation
         ("Mirant") common stock as a result of a spin-off of Mirant from the
         Southern Company or the transfer of Transferred Amounts which were
         invested in Mirant phantom stock under the Mirant Plan pursuant to
         Section 6.2 herein (collectively, "Mirant Shares"), the Mirant Shares
         shall be retained in a Mirant Stock Option investment for a limited
         period established by the Committee rather than immediately converted
         to Common Stock. The Participant will be given the opportunity to
         transfer the Mirant Shares into another investment option during a
         specific window period for such Mirant Shares established by the
         Committee pursuant to Section 6.5. Once the window period described in
         the preceding sentence closes, the Committee shall transfer the Mirant
         Shares into Common Stock at a time and in a manner designated by the
         Committee.
         6.5......The Investment Election by a Participant with respect to his
or her Account shall be made in writing on a form prescribed by the Committee.
Investment Elections shall be delivered to the Participant's Employing Company
prior to the first (1st) day of the month immediately prior to his or her
Enrollment Date or the next succeeding Plan Year, as appropriate, and shall be
effective on such Enrollment Date or the first day of such succeeding Plan Year.
Investment Elections shall be irrevocable and shall continue from Plan Year to
Plan Year unless the Participant changes the Investment Election regarding
future deferred Compensation or Incentive Pay by submitting a written request to
his or her Employing Company on a form prescribed by the Committee or unless the
Participant transfers all or a portion of his Account to another investment
option as provided below. Any such change shall become effective as of the first
day of the Plan Year next following the Plan Year in which such request is
submitted to the Employing Company. No transfer of amounts between investment
options shall be permitted under the Plan except during a window period which
may be designated by the Committee. The window period will normally occur once a
year. However, the Committee may designate additional window periods during
which transfers are allowed if it determines special circumstances warrant such
a window. The length and timing of each window period, the procedures for
transfer and the valuation of transferred Accounts or portions of Accounts shall
be determined by the Committee.
         6.6......As of the last day of each Plan Year, the Committee shall
issue a report to each Participant holding an Account, setting forth the dollar
amount of deferrals and Transferred Amounts invested under Section 6.3 hereof as
of the last day of the Plan Year and, with respect to deferrals and Transferred
Amounts invested under Section 6.4 hereof, the aggregate Closing Price of the
number of shares of Common Stock credited to each Participant's Account as of
the Valuation Date on or immediately preceding the last day of the Plan Year.

                                   ARTICLE VII
                              Account Distribution

         7.1 (a) When a Participant retires or terminates his or her employment
         with an Employing Company, he or she shall be entitled to receive in
         cash an amount equal to the dollar amount of any deferrals, Transferred
         Amounts, and any amounts in lieu of interest thereon credited to his or
         her Account under Section 6.3 hereof, and the dollar value of the
         aggregate Closing Price of the number of deemed shares of Common Stock
         (and fractions thereof) credited to his or her Account in accordance
         Section 6.4 hereof, determined as of the date following such
         termination or retirement that the Company notifies its paying agent to
         make the distribution or the immediately preceding Valuation Date, and
         any replacement benefits provided under Sections 6.3, 6.4 and 6.5
         hereof prior to January 1, 1996, such amounts to be paid in accordance
         with the Participant's most recent Distribution Election. No portion of
         a Participant's Account shall be distributed in Common Stock.
                  (b) The transfer by a Participant between subsidiaries or
         affiliates of Southern shall not be deemed to be a termination of
         employment with an Employing Company for purposes of the Plan.
                  (c) The Accounts of all Participants who are employees of
         Mirant Corporation or one of its subsidiaries under the Plan on the
         Spin-off Date shall be transferred to the Mirant Plan on a date
         selected by the Committee, and the Southern Company and its affiliates
         and subsidiaries shall have no further obligation to make any
         distribution to such Participants under Section 7.1.
         7.2......In the event that a Participant's most recent Distribution
Election is to receive a lump sum distribution of his or her Account, the dollar
amount determined under Section 7.1 hereof shall be paid to the Participant not
later than sixty (60) days following the date on which the Participant's
termination of employment occurs, or as soon as reasonably practicable
thereafter.
         7.3......In the event that a Participant's most recent Distribution
Election is to receive the distribution of his or her Account in annual
installments, the first payment shall be made not later than sixty (60) days
following the date on which the Participant's termination of employment occurs,
or as soon as reasonably practicable thereafter, and shall be in an amount equal
to the dollar balance in the Participant's Account determined under Section 7.1
hereof, divided by the number of annual installments elected. Subsequent annual
installments shall be in an amount equal to the dollar value of the
Participant's Account determined under Section 7.1 hereof divided by the number
of the remaining annual payments, and shall be paid as soon as practicable
following each anniversary of the initial payment date until the balance of the
Participant's Account is paid in full.
         7.4......The Participants' initial Distribution Elections may not be
revoked and shall govern the distribution of the Participants' Accounts.
Notwithstanding the foregoing, and except as otherwise provided herein, the
Committee may, in its sole discretion, upon application by a Participant, accept
an amended Distribution Election from a Participant provided the election is
made not later than the 366th day prior to a distribution of such Participant's
Account in accordance with the terms of the Plan; provided further, however,
that any Participant who is required to file reports pursuant to Section 16(a)
of the Securities and Exchange Act of 1934, as amended, with respect to equity
securities of Southern shall not be permitted to amend his or her Distribution
Election during any time period for which such Participant is required to file
any such reports with respect to the portion of his or her Account invested in
accordance with the provisions of Section 6.3 of the Plan, unless the Committee
in its sole discretion shall determine otherwise.
         7.5......Upon the death of a Participant prior to the complete
distribution his or her Account, the unpaid Account balance shall be paid in the
sole discretion of the Committee (a) in a lump sum to the Participant's
designated beneficiary within sixty (60) days following the date on which the
Committee is provided evidence of the Participant's death (or as soon as
reasonably practicable thereafter) or (b) in accordance with the Distribution
Election made by such Participant. In the event a beneficiary designation is not
on file or the designated beneficiary is deceased or cannot be located, payment
will be made to the Participant's estate.
         7.6......Beneficiary designations may be changed by the Participants
at any time without the consent of any prior beneficiary.
         7.7......Upon the total  disability  of a  Participant,  as
determined by the Social  Security  Administration,  prior to the
complete distribution of his or her Account, the unpaid balance of his or her
Account shall be paid in the sole discretion of the Committee (a) in a lump sum
to the Participant or his or her legal representative within sixty (60) days
following the date on which the Committee receives notification of the
determination of disability by the Social Security Administration (or as soon as
reasonable practicable thereafter) or (b) in accordance with the Participant's
Deferral Election.
         7.8......Upon application made by a Participant, his or her designated
beneficiary, or an authorized legal representative, the Committee may in its
sole discretion determine to accelerate payments or, in the event of death or
total disability (as determined by Social Security Administration), may extend
or otherwise make payments in a manner different from the manner in which such
payment would otherwise be made under the Participant's Deferral Election in the
absence of such determination.
         7.9......In the event a Participant who is employed on or after January
1, 1999 with an "Employing Company" (as defined in the Change in Control Benefit
Plan Determination Policy) disputes the calculation of his Account or payment of
amounts due under the terms of this Plan, Participant has recourse against the
Company, the Employing Company by which Participant is employed, if different,
the Plan, and the Trust for the payment of benefits to the extent the Trust so
provides.
         7.10.....Effective May 10, 2000, if Mirant Services, LLC (formerly
Southern Energy Resources, Inc.) ("Services") fails or refuses to make payments
under the Plan, Participants employed by Services may have the right to obtain
payment by Mirant Corporation (formerly Southern Energy, Inc.) ("Mirant")
pursuant to the terms of the "Guarantee Agreement Concerning Southern Energy
Resources, Inc. Compensation and Benefit Arrangements" entered into by Services
and Mirant. A Participant's right to payment is not increased as a result of
this Mirant Guarantee. Participants have the same right to payment from Mirant
as they have from Services. Any demand to enforce this Mirant Guarantee should
be made in writing and should reasonably and briefly specify the manner and the
amount Services has failed to pay. Such writing given by personal delivery or
mail shall be effective upon actual receipt. Any writing given by telegram or
telecopier shall be effective upon actual receipt if received during Mirant's
normal business hours, or at the beginning of the next business day after
receipt, if not received during Mirant's normal business hours. All arrivals by
telegram or telecopier shall be confirmed promptly after transmission in writing
by certified mail or personal delivery.
         7.11 The provisions of the Change in Control Benefit Plan Determination
Policy are incorporated herein by reference to determine the occurrence of a
change in control or preliminary change in control of Southern or an Employing
Company, the benefits to be provided hereunder and the funding of the Trust in
the event of such a change in control. Any modifications to the Change in
Control Benefit Plan Determination Policy are likewise incorporated herein.

                                  ARTICLE VIII
                            Miscellaneous Provisions

         8.1......Neither the Participant, his or her beneficiary, nor his or
her legal 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 non-assignable and
nontransferable. Any attempt to assign or transfer the right to payments of this
Plan shall be void and have no effect.
         8.2......Except as expressly limited under the terms of the Trust, an
Employing Company maintaining an Account for the benefit of a Participant shall
neither reserve nor specifically set aside funds for the payment of its
obligations under the Plan. In any event, such obligations shall be paid or
deemed to be paid solely from the general assets of the Employing Companies.
Participants shall only have the status of a general, unsecured creditor of the
Employing Company(ies). Notwithstanding that a Participant shall be entitled to
receive the balance of his or her Account under the Plan, the assets from which
such amount may be paid shall at all times be subject to the claims of the
creditors of the Participants' Employing Companies.
         8.3......Except for the provisions of Section 7.11 hereof, which may
not be amended following a "Southern Change in Control" or "Subsidiary Change in
Control" (as defined in the Change in Control Benefit Plan Determination
Policy), 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 any amounts which have been earned or deferred under the Plan prior to
such amendment, modification, or termination. Payment in full in cash of the
amount credited to a Participant's Account as of the date of any amendment,
modification of termination of the Plan shall not be deemed to be an impairment
of the Participant's rights under the Plan. The Plan may also be amended or
modified by the Committee if such amendment or modification does not involve a
substantial increase in cost to any Employing Company.
         8.4......It is expressly understood and agreed that the payments 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 or she may
be eligible, whether funded or unfunded, by reason of his or her employment with
any Employing Company.
         8.5......There shall be deducted from each payment under the Plan the
amount of any tax required by any governmental authority to be withheld and paid
over by an Employing Company to such governmental authority for the account of
the person entitled to such distribution.
         8.6......Any Compensation or Incentive Pay deferred by a Participant
while employed by an Employing Company and any Transferred Amounts shall not be
considered "compensation," as the term is defined in the Employee Savings Plan,
the Employee Stock Ownership Plan, or the Pension Plan. Distributions from a
Participant's Account shall not be considered wages, salaries or compensation
under any other employee benefit plan.
         8.7......No provision of this Plan shall be construed to affect in any
manner the existing rights of an Employing Company to suspend, terminate, alter,
modify, whether or not for cause, the employment relationship of the Participant
and his or her Employing Company.
         8.8......This Plan, and all rights under it, shall be governed by and
construed in accordance with the laws of the State of Georgia.
         IN WITNESS WHEREOF, the amended and restated Plan has been executed by
duly authorized officers of Southern Company Services, Inc. pursuant to
resolutions of the Committee, this ___ day of __________, 2001.

         .........    SOUTHERN COMPANY SERVICES, INC.

                      By:__________________________________________________

                      Its:_________________________________________________

Attest:


By:      ______________________________

Its:     ______________________________