SOUTHERN COMPANY
                             PERFORMANCE STOCK PLAN

                              AMENDED AND RESTATED






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

                            Effective January 1, 2000


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                     SOUTHERN COMPANY PERFORMANCE STOCK PLAN

                              AMENDED AND RESTATED

                                    Purposes

         This Southern Company Performance Stock Plan originally established
effective January 1, 1998 is hereby amended and restated effective January 1,
2000. The Plan is intended to maximize the long-term success of Southern
Company, ensure a balanced emphasis on both current and long-term performance,
enhance Participants' identification with shareholders' interests, and
facilitate the attraction and retention of key individuals with outstanding
ability.

                                    ARTICLE I

         Definitions. Whenever used in the Plan, the following terms shall have
the meaning set forth below:

         1.1 "Award" shall mean, individually and collectively, any Option,
Stock Appreciation Right or Restricted Stock granted under the Plan.

         1.2 "Award Document" shall mean the written document evidencing the
grant of an Award and setting forth the terms and conditions thereof.

         1.3 "Base Value" shall mean the Fair Market Value of a Stock
Appreciation Right on the date of its grant.

         1.4 "Board" or "Board of Directors" shall mean the Board of Directors
of Southern Company.

         1.5 "Change in Control Benefit Plan Determination Policy" shall mean
the change in control benefit plan determination policy, as approved by the
Board, as it may be amended from time to time in accordance with the provisions
therein.

         1.6 "Code" shall mean the Internal Revenue Code of 1986, as amended.

         1.7 "Committee" shall mean the Compensation Committee of the Board of
Directors composed solely of not less than three (3) Nonemployee Directors and,
to the extent necessary for any Award intended to qualify as Performance Based
to so qualify, each member of the Committee shall be an Outside Director.

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

         1.9 "Covered Employee" shall mean a Participant who is, as of the last
day of Southern Company's fiscal year in which the Participant shall be required
to recognize taxable income with respect to an Award, a "covered employee"
within the meaning of Code section 162(m)(3) and the regulations thereunder.

         1.10 "Director" shall mean any person who is a member of the Board of
Directors or of the board of directors of an Employing Company.

         1.11 "Disability" shall mean total and permanent disability as
determined by the Social Security Administration.

         1.12 "Effective Date" shall mean January 1, 2000.

         1.13 "Employee" shall mean any person who is employed by an Employing
Company.

         1.14 "Employing Company" shall mean 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 may adopt the Plan, and any
successor of any of them.

         1.15 "Fair Market Value" shall mean the average of the high and low
prices at which a share of Common Stock shall have been traded on the respective
measurement date, such as the date of grant or the exercise of an Award, or on
the next preceding trading day if such date was not a trading date, as reported
on the New York Stock Exchange-Composite Transactions Listing, or as otherwise
determined by the Committee. In no event shall the Fair Market Value equal less
than the par value of the Common Stock.

         1.16 "Incentive Stock Option" shall mean a stock option satisfying the
requirements of Section 422 of the Code granted pursuant to Section 4.1(b) and
designated by the Committee as an Incentive Stock Option.

         1.17 "Nonemployee Director" shall mean a Director of Southern Company
who is a "nonemployee director" within the meaning of Rule 16b-3 promulgated
under the Exchange Act.

         1.18 "Nonqualified Stock Option" shall mean an Option, other than an
Incentive Stock Option, granted pursuant to Section 4.1(c).

         1.19 "Option" shall mean, individually and collectively, an Incentive
Stock Option or a Nonqualified Stock Option to purchase Common Stock.

         1.20 "Optionee" shall mean a person to whom an Option has been granted
under the Plan.

         1.21 "Option Price" shall mean the price per share of Common Stock set
by the grant of an Option, but in no event less than the Fair Market Value of
the Common Stock on the date of grant.

         1.22 "Outside Director" shall mean a Director of Southern Company who
is an "outside director" within the meaning of Section 162(m) of the Code and
the regulations promulgated thereunder.

         1.23 "Participant" shall mean any Director or Employee who satisfies
the criteria set forth in Article III.

         1.24 "Performance-Based" shall mean compensation which qualifies as
"performance-based" within the meaning of Code section 162(m)(4)(c) and the
regulations thereunder.

         1.25 "Plan" shall mean this Southern Company Performance Stock Plan, as
amended and restated and as may be further amended from time to time.

         1.26 "Restricted Stock" shall mean an Award granted pursuant to Section
4.1(e).

         1.27 "Retirement" shall mean the termination of service or employment
by a Participant on or after age 65 or as otherwise determined by the Committee
in its sole discretion.

         1.28 "Separation Date" shall mean, as determined by the Committee, the
date on which a Participant's service or employment with Southern Company or an
Employing Company terminates for reasons other than his transfer of service or
employment to Southern Company or another Employing Company. Whether any leave
of absence shall constitute a termination of service or employment for the
purposes of the Plan shall be determined in each case by the Committee in its
sole discretion.

         1.29 "Southern Company" shall mean The Southern Company.

         1.30 "Stock Appreciation Right" or "SAR" shall mean a right to any
appreciation in value of shares of Common Stock granted pursuant to Section
4.1(d).

         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

         2.1 Plan Administration. The Plan shall be administered by the
Committee. The Committee is authorized to establish such rules, to appoint such
agents and to delegate such authority as it deems appropriate for the proper
administration of the Plan, including, but not limited to, the delegation of
authority to such person or persons to exercise the discretion provided in
Section 5.1 hereof to determine whether a Participant may exercise an Award
subsequent to termination of employment, and to make such determinations and to
take such steps in connection with the Plan or the benefits provided hereunder
as it deems necessary or advisable.

         2.2 Plan Interpretation. The Committee shall have the exclusive
authority to interpret the Plan. The decision of the Committee with respect to
any question arising as to the grant of an Award to a Participant in the Plan,
the amount, term, form, and time of payment of Awards under the Plan, or any
other matter concerning the Plan shall be final, conclusive, and binding on both
Southern Company and the Participants.

                                   ARTICLE III

         3.1 Eligibility. The Participants in the Plan shall be limited to
Directors and to those Employees, as determined by the Committee, who have a
significant impact on the long-term performance and success of Southern Company.
Subject to the terms of the Plan, the Committee shall identify individuals
eligible to become Participants in the Plan, select from time to time the
Participants to whom Awards shall be granted and shall determine the number of
Awards to be granted.

                                   ARTICLE IV

         4.1 Awards.

                  (a) General. Beginning January 1, 1998 and thereafter, the
         Committee shall determine the forms and amounts of Awards for
         Participants. All Awards shall be subject to the terms and conditions
         of the Plan and to such other terms and conditions consistent with the
         Plan as the Committee deems appropriate. Awards under the Plan need not
         be uniform and Awards under two (2) or more paragraphs may be combined
         in one Award Document. Any combination of Awards may be granted at one
         time and on more than one occasion to the same Participant. More than
         one Award may be granted to a Participant in the same calendar year.
         Such Awards may take the following forms, in the Committee's sole
         discretion:

                  (b) Incentive Stock Options. These shall be stock options
         within the meaning of Section 422 of the Code to purchase Common Stock.
         In addition to other restrictions contained in the Plan, an Incentive
         Stock Option (1) shall not be exercised more than ten (10) years after
         the date it is granted, (2) shall not have an Option Price less than
         the Fair Market Value of Common Stock on the date the Incentive Stock
         Option is granted, (3) shall otherwise comply with Section 422 of the
         Code, (4) shall be granted only to Employees and (5) shall be
         designated as an "Incentive Stock Option" by the Committee. The
         aggregate Fair Market Value of Common Stock, determined at the time of
         each grant, for which any Optionee may vest in Incentive Stock Options
         under this Plan for any calendar year shall not exceed $100,000.

                  (c) Nonqualified Stock Options. These shall be stock options
         to purchase Common Stock which are not designated by the Committee as
         "Incentive Stock Options." At the time of the grant, the Committee
         shall determine the Option exercise period, the Option Price, and such
         other conditions or restrictions on the exercise of the Nonqualified
         Stock Option as the Committee deems appropriate. In addition to other
         restrictions contained in the Plan, a Nonqualified Stock Option (1)
         shall not be exercised more than ten (10) years after the date it is
         granted, and (2) shall not have an Option Price less than 100% of the
         Fair Market Value of Common Stock on the date the Nonqualified Stock
         Option is granted.

                  (d) Stock Appreciation Rights. These shall be rights that on
         exercise entitle the holder to receive the excess of (1) the Fair
         Market Value of Common Stock on the date of exercise over (2) its Base
         Value multiplied by (3) the number of SARs exercised. Such rights shall
         be satisfied in cash, stock, or a combination thereof, as determined by
         the Committee. Stock Appreciation Rights granted under the Plan may be
         granted in the sole discretion of the Committee in conjunction with an
         Incentive Stock Option or Nonqualified Stock Option under the Plan. The
         Committee may impose such conditions or restrictions on the exercise of
         SARs as it deems appropriate and may terminate, amend, or suspend such
         SARs at any time. SARs granted under this Plan shall not be exercised
         more than ten (10) years after the date of grant.

                  (e) Restricted Stock. Restricted Stock shall be shares of
         Common Stock held by Southern Company for the benefit of a Participant
         without payment of consideration, except as otherwise may be determined
         by the Committee in its discretion, with restrictions or conditions
         upon the Participant's right to retain, transfer or sell such shares.
         The following provisions shall be applicable to Restricted Stock
         Awards:

                           (1) Stock Power. Each certificate for Restricted
                  Stock shall be registered in the name of the Participant and
                  shall be deposited by him with Southern Company, together with
                  a stock power endorsed in blank.

                           (2) Restriction Period. At the time of making a
                  Restricted Stock Award, the Committee shall establish the
                  "Restriction Period" applicable thereto. Such Restriction
                  Period may be up to ten (10) years as determined by the
                  Committee. The Committee may provide for the annual lapse of
                  restrictions with respect to a specified percentage of the
                  Restricted Stock, provided the Participant satisfies all
                  eligibility requirements at such time.

                           (3) Dividends. The Participant shall be entitled to
                  receive dividends during the Restriction Period and shall have
                  the right to vote such Common Stock and all other
                  shareholder's rights except the following:

                                    (i) the Participant shall not be entitled to
                           delivery of the stock certificate during the
                           Restriction Period,

                                    (ii) Southern Company shall retain custody
                           of the Common Stock during the Restriction Period,
                           and

                                    (iii) a breach of a restriction or a breach
                           of the terms and conditions established by the
                           Committee with respect to the Restricted Stock shall
                           cause a forfeiture of the Restricted Stock.

         4.2      Award Document.

                  (a) General. After the Committee determines the form and
         amount of a Participant's Award, it shall cause Southern Company to
         prepare an Award Document to be delivered to the Participant setting
         forth the form and amount of the Award and any conditions and
         restrictions on the Award imposed by the Plan and the Committee.

                  (b) Vesting of Award Outstanding as of October 18, 1999. Only
         with respect to Awards outstanding as of October 18, 1999,
         notwithstanding the terms of any Award Document, vesting of such Awards
         shall occur prior to a termination of employment on the anniversary of
         each grant date as follows: first - 34%; second - 33%; and third - 33%.

         4.3 Exercise and Payment. The exercise of an Option shall be made only
by a written notice delivered in person or by mail to the Secretary of Southern
Company at Southern Company's principal executive office, specifying the number
of shares of Common Stock to be purchased and accompanied by payment therefor
and otherwise in accordance with the Award Document pursuant to which the Option
was granted. The purchase price for any shares of Common Stock purchased
pursuant to the exercise of an Option shall be paid, as determined by the
Committee in its discretion and set forth in the Award Document at the time of
grant, in either of the following forms (or any combination thereof): (i) cash
or (ii) the transfer of shares of Common Stock with a Fair Market Value equal to
the aggregate exercise price of the Option to Southern Company upon such terms
and conditions as determined by the Committee. In addition, Options may be
exercised through a registered broker-dealer pursuant to such cashless exercise
procedures (other than the withholding of shares of Common Stock that would
otherwise be acquired upon the exercise of such Option) which are, from time to
time, deemed acceptable by the Committee, and the Committee may authorize that
the purchase price payable upon exercise of an Option may be paid by having
shares of Common Stock withheld that otherwise would be acquired upon such
exercise. Any shares of Common Stock transferred to Southern Company (or
withheld upon exercise) as payment of the purchase price under an Option shall
be valued at their Fair Market Value on the day preceding the date of exercise
of such Option. The Optionee shall deliver the Award Document evidencing the
Option to the Secretary of Southern Company who shall endorse thereon a notation
of such exercise and return such Award Document to the Optionee. No fractional
shares of Common Stock (or cash in lieu thereof) shall be issued upon exercise
of an Option and the number of shares of Common Stock that may be purchased upon
exercise shall be rounded to the nearest number of whole shares of Common Stock.

         4.4 Limitations on Exercise. Awards do not provide the Participant with
any rights or interests until they vest. Unless otherwise provided in the Award
Document, and subject to any other relevant Sections of the Plan, an Award shall
vest twenty-five (25%) percent per year on each of the first four (4)
anniversary dates of the Grant Date, provided the Participant has continued in
the employment of the Company through such anniversary or anniversaries.

                                    ARTICLE V

         5.1 Termination of Service or Employment. A Participant whose service
as a Director or whose employment terminates for reasons other than Retirement,
Disability, or death shall, in the discretion of the Committee, has no right to
receive any benefit or payment for existing Awards under the Plan. Any
outstanding Award shall terminate on the Participant's Separation Date;
provided, however, that the Committee or its designee, in its or his sole
discretion, may permit the exercise of any outstanding Award after the
Participant's Separation Date, at such time and in such manner as the Committee
or such designee may determine, but in no event in the case of Incentive Stock
Options shall such exercise be beyond the earlier of (a) three (3) months from
the Participant's Separation Date or (b) the expiration date of the Award, to
the extent exercisable on such Participant's Separation Date.

         5.2 Death of a Participant. Unless otherwise provided in the Award
Document, in the event of the death of a Participant prior to the exercise of
all Incentive Stock Options, Nonqualified Stock Options, and Stock Appreciation
Rights granted to such Participant, the administrator of the deceased
Participant's estate, the executor under his will, or the person or persons to
whom the Options or SARs shall have been validly transferred by such executor or
administrator pursuant to the will or laws of intestate succession shall have
the right, within thirty-six (36) months from the date of such Participant's
death, but not beyond the expiration date of the Options or SARs, to exercise
such Options or SARs to the extent exercisable on such Participant's Separation
Date.

         5.3 Retirement.

                  (a) Incentive Stock Options. In the event of the termination
         of a Participant's employment as result of his Retirement prior to the
         exercise of all Incentive Stock Options granted to the Participant,
         such Participant shall have the right, within three (3) months of his
         Separation Date, but not beyond the expiration date of such Options, to
         exercise such Incentive Stock Options to the extent exercisable on his
         Separation Date.

                  (b) Nonqualified Stock Options and SARs. Unless otherwise
         provided in the Award Document, in the event of the termination of a
         Participant's employment as a result of his Retirement prior to the
         exercise of all Nonqualified Stock Options or Stock Appreciation Rights
         granted to the Participant, such Participant shall have the right with
         respect to all Nonqualified Stock Options or SARs outstanding as of
         October 18, 1999 and thereafter granted, within sixty (60) months of
         his Separation Date, but not beyond the expiration date of such
         Nonqualified Stock Options or SARs, to exercise such Nonqualified Stock
         Options or SARs to the extent exercisable on his Separation Date.

         5.4 Disability.

                  (a) Incentive Stock Options. In the event of the termination
         of a Participant's employment due to Disability prior to the exercise
         of all Incentive Stock Options granted to the Participant, such
         Participant or his legal representative shall have the right, within
         twelve (12) months of his Separation Date, but not beyond the
         expiration date of such Incentive Stock Options, to exercise such
         Incentive Stock Options to the extent exercisable on his Separation
         Date.

                  (b) Nonqualified Stock Options and SARs. Unless otherwise
         provided in the Award Document, in the event of the termination of a
         Participant's employment due to Disability prior to the exercise of all
         Nonqualified Stock Options or Stock Appreciation Rights granted to the
         Participant, such Participant or his legal representative shall have
         the right, within thirty-six (36) months of his Separation Date, but
         not beyond the expiration date of such Nonqualified Stock Options or
         SARs, to exercise such Nonqualified Stock Options or SARs to the extent
         exercisable on his Separation Date.

         5.5 Change in Control. 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 of Southern Company or an Employing Company
and the benefits to be provided hereunder 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 VI

         6.1 Limitation of Shares of Common Stock Available under the Plan.

                  (a) Share Limit. The total number of shares of Common Stock
         available to be granted by the Committee as Awards to the Participants
         under the Plan shall not exceed 40,000,000 shares. Upon a change in
         capitalization, the maximum number of shares of Common Stock referred
         to in the preceding sentence shall be adjusted in number and kind
         pursuant to Section 7.1 hereof.

                  (b) Share Reduction. The total number of shares available
         under Section 6.1(a) shall be reduced from time to time in the manner
         specified:

                           (1) Incentive Stock Options and Nonqualified Stock
                  Options. The grant of an Incentive Stock Option and
                  Nonqualified Stock Option shall reduce the available shares by
                  the number of shares subject to such Option.

                           (2) Stock Appreciation Rights. The grant of Stock
                  Appreciation Rights shall reduce the available shares by the
                  number of SARs granted; provided, however, if SARs are granted
                  in conjunction with an Option and the exercise of such Option
                  would cancel the SARs and vice versa, then the grant of the
                  SARs will only reduce the amount available by the excess, if
                  any, of the number of SARs granted over the number of shares
                  subject to the related Option.

                           (3) Restricted Stock. The grant of Restricted Stock
                  shall reduce the available shares by the number of shares of
                  Restricted Stock granted.

                  (c) Share Increase. The total number of shares available under
         Section 6.1(a) shall be increased from time to time in the manner
         specified:

                           (1) Incentive Stock Options and Nonqualified Stock
                  Options. The lapse or cancellation of an Incentive Stock
                  Option or Nonqualified Stock Option shall increase the
                  available shares by the number of shares released from such
                  Option; provided, however, in the event the cancellation of an
                  Option is due to the exercise of SARs related to such Option,
                  the cancellation of such Option shall only increase the amount
                  available by the excess, if any, of the number of shares
                  released from such Option over the number of SARs exercised.

                           (2) Stock Appreciation Rights. The lapse or
                  cancellation of Stock Appreciation Rights shall increase the
                  available shares by the number of SARs which lapse or are
                  canceled; provided, however, in the event the cancellation of
                  such SARs is due to the exercise of an Option related to such
                  SARs, the cancellation of such SARs shall only increase the
                  available shares by the excess, if any, of the number of SARs
                  canceled over the number of shares delivered on the exercise
                  of such Option.

                           (3) Restricted Shares. The reversion of Restricted
                  Stock to Southern Company due to the breach or occurrence of a
                  restriction or failure to satisfy a condition on such shares
                  shall increase the available shares by the number of shares of
                  Restricted Stock reverted.

         6.2 Maximum Shares to Participant. The maximum number of shares of
Common Stock which may be the subject of Awards to a Participant during any
calendar year during the term of the Plan shall be 1,000,000.


                                   ARTICLE VII

         7.1 Adjustment Upon Changes in Capitalization. In the event of any
change in corporate capitalization, such as a stock split, stock dividend or
reclassification, or a corporate transaction, such as any merger, consolidation,
separation, including a spin-off, or other distribution of stock or property of
Southern Company, any reorganization (whether or not such reorganization comes
within the definition of such term in Code Section 368) or any partial or
complete liquidation of Southern Company, the Committee shall as appropriate
adjust the total number of shares of Common Stock available for Awards under the
Plan or allocable to any individual Participant, the number of shares of Common
Stock subject to outstanding Options, the exercise price for such Options, the
number of outstanding SARs, the Base Value of such SARs, the number of shares of
outstanding Restricted Stock and the Award limit set forth in subsection 6.2.

         7.2 Merger, Consolidation or Tender Offer. In the event of a merger or
consolidation of Southern Company or a tender offer for shares of Common Stock,
or in anticipation of such merger, consolidation, or tender offer, the Committee
may make such adjustments with respect to Awards under the Plan and take such
other action as it deems necessary or appropriate to reflect such merger,
consolidation, or tender offer, including without limitation the substitution of
new Awards, the termination or adjustment of outstanding Awards, the
acceleration of Awards, or the removal of limitations or restrictions on
outstanding Awards.

                                  ARTICLE VIII

         8.1 Withholding Taxes. Southern Company or the Employing Company of the
Participant, as the case may be, shall deduct from all payments and
distributions in cash under the Plan any taxes required to be withheld for
federal, state, or local governments. In the event distributions are made in
shares of Common Stock, Southern Company shall retain the value of sufficient
shares to equal the amount of the tax required to be withheld in respect of such
distributions.

         8.2 Service or Employment. The establishment of the Plan and Awards
hereunder shall not be construed as conferring on any Participant any right to
continued service or employment, and the service or employment of any
Participant may be terminated without regard to the effect which such action
might have upon him or her as a Participant.

         8.3 Non-Alienation of Benefits. Except as otherwise provided in Section
8.5 or 8.6 hereof, or as may otherwise be provided in the Participant's Award
Document with respect to Awards other than Incentive Stock Options, and other
than as specifically provided with regard to the death of a Participant, no
benefit under the Plan shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, or charge,
excluding the use of Options under this Plan as collateral in exercising such
Options. Any attempt to do so shall be null and void. No such benefits shall,
prior to receipt thereof by the Participant, be in any manner liable for or
subject to the debts, contracts, liabilities, engagement, or torts of the
Participant.

         8.4 Non-Alienation of Election or Exercise Rights. Except as otherwise
provided in Section 8.5 or 8.6 hereof, or as may otherwise be provided in the
Participant's Award Document with respect to Awards other than Incentive Stock
Options, no election as to benefits or exercise of Options, Stock Appreciation
Rights, or other rights may be made during a Participant's lifetime by anyone
other than the Participant.

         8.5 Transfer of Awards (Other Than ISOs) to Revocable Trust. Awards
other than Incentive Stock Options may be transferred by a Participant to a
revocable trust under circumstances where the grantor Participant is the trustee
or co-trustee of such revocable trust and the trust beneficiaries are limited to
the grantor Participant and, in the event of the Participant's death, the
grantor's spouse, lineal descendants and lineal ancestors. Powers of the
non-Participant co-trustee must be limited to the exercise of the Awards held by
the trust in the event of the Participant's death or incapacity. Written notice
of the Participant's intent to transfer Awards under this Section 8.5 must be
delivered to the Vice President of Human Resources of Southern Company Services,
Inc. prior to such transfer.

8.6 Transfer of Nonqualified Stock Options by Certain Participants. Nonqualified
Stock Options may be transferred by a Participant who Southern Company
determines must file reports on the beneficial ownership of securities under
Section 17(a) of the Public Utility Holding Company Act of 1935, as amended, or
who is specifically approved by the Committee, to, or for the benefit of, the
Participant's Immediate Family (including, without limitation, to a trust for
the benefit of the Participant's Immediate Family or to a partnership or limited
liability company whose only partners or members are the Participant and/or the
Participant's Immediate Family), subject to such limits as the Committee may
establish. The transferee shall remain subject to all the terms and conditions
applicable to the Nonqualified Stock Option prior to such transfer. The term
"Immediate Family" shall mean the Participant's spouse, children, and
grandchildren (and, for these purposes, shall also include the Participant).
Written notice of the Participant's intent to transfer Options under this
Section 8.6 must be delivered to the Vice President of Human Resources of
Southern Company Services, Inc. prior to such transfer.

         8.7 Amendment, Modification, and Termination of the Plan. Except for
the provisions of Section 5.5 hereof, which cannot be amended, modified or
terminated following a "Subsidiary Change in Control" or a "Southern
Termination" (as defined in the Change in Control Benefit Plan Determination
Policy), the Board of Directors, at any time, may terminate and in any respect
amend or modify the Plan; provided, however, that, except as provided in Section
7.1, no such action by the Board of Directors, without approval of Southern
Company's shareholders, may increase the total number of shares of Common Stock
available under the Plan; and further provided that, except as provided in
Section 7.2, no amendment, modification, or termination of the Plan shall in any
manner adversely affect the rights of any Participant under the Plan without the
consent of such Participant.

         8.8 Indemnification. Each person who is or shall have been a member of
the Committee or of the Board of Directors shall be indemnified and held
harmless by Southern Company against and from any loss, cost, liability, or
expense that may be imposed upon or reasonably incurred by him in connection
with or resulting from any claim, action, suit, or proceeding to which he may be
a party or in which he may be involved by reason of any action or failure to act
under the Plan and against and from any and all amounts paid by him in
satisfaction of judgment in any such action, suit, or proceeding against him.
Such person shall give Southern Company an opportunity, at its own expense, to
handle and defend the same before he undertakes to handle and defend it on his
own behalf. The foregoing right of indemnification shall not be exclusive of any
other rights of indemnification to which such persons may be entitled under
Southern Company's Articles of Incorporation or Bylaws, as a matter of law, or
otherwise, or any power that Southern Company may have to indemnify them or hold
them harmless.

         8.9 Reliance on Reports. Each member of the Committee and each member
of the Board of Directors shall be fully justified in relying or acting in good
faith upon any report made by the independent public accountants of Southern
Company and any Employing Company and upon any other information furnished in
connection with the Plan by any person or persons other than himself. In no
event shall any person who is or shall have been a member of the Committee or
the Board of Directors be liable for any determination made or other action
taken or any omission to act in reliance upon any such report or information or
for any action taken, including the furnishing of information, or failure to
act, if in good faith.

         8.10 Governing Law. To the extent that federal law shall not be held to
have preempted local law, this Plan shall be governed by the laws of the State
of Delaware. If any provision of the Plan shall be held invalid or
unenforceable, the remaining provisions hereof shall continue in full force and
effect.

         8.11 Term. The Plan shall remain in effect for ten (10) years from the
Effective Date or until terminated by the Board of Directors, whichever occurs
first.

         8.12 Additional Terms. With respect to any Award, the Committee may, in
its discretion: (i) modify or restrict any of the terms and conditions of any
Awards (provided, however, that no such modification of an Award may in any way
adversely affect a Participant's Award, without the written consent of a
Participant); (ii) modify or restrict Award exercise procedures and any other
Plan procedures; (iii) establish local country plans as subplans to this Plan,
each of which may be attached as an Appendix hereto; and (iv) take any action,
before or after an Award is made, which it deems advisable to obtain or comply
with any necessary local government regulatory exemptions or approvals; provided
that the Committee may not take any action hereunder which would violate any
securities law or any governing statute.

         8.13 Refusal of Award. Any Participant may refuse the grant of an Award
by notifying the Committee of his or her refusal in writing in a form and
pursuant to procedures to be determined by the Committee.

         8.14 No Additional Rights. Nothing in the Plan shall interfere with or
limit in any way the right of the Company to terminate any Participant's
employment at any time, or confer upon any Participant any right to continue in
the employ of the Company.

         No employee shall have the right to be selected to receive an Award
under this Plan or having been so selected, to be selected to receive a future
Award.

         Neither the Award nor any benefits arising under this Plan shall
constitute part of a Participant's employment contract with the Company (or any
affiliate or subsidiary of the Company), and accordingly, this Plan and the
benefits hereunder may be terminated at any time in the sole and exclusive
discretion of the Committee without giving rise to liability on the part of the
Company (or any affiliate or subsidiary of the Company) for severance payments.

         8.15 Requirements of Law. The granting of Awards and the issuance of
shares of Common Stock under the Plan shall be subject to all applicable laws,
rules, and regulations, and to such approvals by any governmental agencies or
national securities exchanges as may be required.

         IN WITNESS WHEREOF, Southern Company has caused the Southern Company
Performance Stock Plan, as amended and restated, to be executed by its duly
authorized officers pursuant to resolutions of the Board of Directors as of the
______day of ___________2000, to be effective January 1, 2000.

                                SOUTHERN COMPANY


                                By:
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                                Its:
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Attest:

By:
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