DEFERRED COMPENSATION PLAN
                                FOR DIRECTORS OF
                              GEORGIA POWER COMPANY

                Amended and Restated Effective February 21, 2001


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                                    SECTION 1

                                   Definitions

         1.1 "Beneficial Ownership" means beneficial ownership within the
meaning of Rule 13d-3 promulgated under the Exchange Act.

         1.2 "Board" or "Board of Directors" means the Board of Directors of the
Company.

         1.3 "Business Combination" means a reorganization, merger or
consolidation or sale of Southern, or a sale of all or substantially all of
Southern's assets.

         1.4 "Cash Compensation" means the annual retainer fees and meeting fees
payable to a Director in cash.

         1.5 "Code" means the Internal Revenue Code of 1986, as amended, or any
successor statute.

         1.6 "Committee" means the Compensation and Executive Committees of the
Board, or such other committee as may be designated by the Board to be
responsible for administering the Plan.

         1.7 "Common Stock" means the common stock of Southern, including any
shares into which it may be split, subdivided, or combined.

         1.8 "Company" means the Georgia Power Company, or any successor
thereto.

         1.9 "Company Change in Control" means the following:

                  (a)      The Consummation of an acquisition by any Person of
                           Beneficial Ownership of 50% or more of the combined
                           voting power of the then outstanding Voting
                           Securities of the Company; provided, however, that
                           for purposes of this Section 1.9, any acquisition by
                           an Employee, or Group composed entirely of Employees,
                           any qualified pension plan, any publicly held mutual
                           fund or any employee benefit plan (or related trust)
                           sponsored or maintained by Southern or any
                           corporation Controlled by Southern shall not
                           constitute a Change in Control;

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

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

         1.10 "Compensation Payment Date" means the date on which compensation,
including cash retainer, meeting fees, and the Stock Retainer, is payable to a
Director or compensation would otherwise be payable to a Director if an election
to defer such compensation had not been made.

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

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

         1.13 "Deferred Cash Trust" means the Deferred Cash Compensation Trust
for Directors of The Southern Company and its Subsidiaries.

         1.14 "Deferred Compensation Account" means the Prime Rate Investment
Account, the Phantom Stock Investment Account, the Deferred Stock Account,
and/or the Subsidiary Company Investment Account.

         1.15 "Deferred Pension Election" means the election by a Director under
Section 5.3 in connection with the deferral of receipt of the Director's Pension
Benefit until termination from the Board.

         1.16 "Deferred Stock Account" means the bookkeeping account established
under Section 6.3 on behalf of a Director and includes shares of Common Stock
credited thereto to reflect the reinvestment of dividends pursuant to Section
6.3(a)(iii).

         1.17 "Deferred Stock Trust" means the Deferred Stock Trust for
Directors of The Southern Company and its Subsidiaries.

         1.18 "Director" means a member of the Board.

         1.19 "Distribution Election" means the designation by a Director of the
manner of distribution of the amounts and quantities held in the Director's
Deferred Compensation Accounts upon the director's termination from the Board
pursuant to Section 5.4.

         1.20     "Effective Date" means February 19, 2001.

         1.21 "Employee" means an employee of Southern or any of its
subsidiaries that are "employing companies" as defined in the Southern Company
Deferred Compensation Plan as amended and restated January 1, 2000, and as may
be amended from time to time.

         1.22 "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

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

         1.24 "Incumbent Board" means those individuals who constitute the
Southern board of directors as of October 19, 1998, plus any individual who
shall become a director subsequent to such date whose election or nomination for
election by Southern's shareholders was approved by a vote of at least 75% of
the directors then comprising the Incumbent Board. Notwithstanding the
foregoing, no individual who shall become a director of the Southern board of
directors subsequent to October 19, 1998, whose initial assumption of office
occurs as a result of an actual or threatened election contest (within the
meaning of Rule 14a-11 of the regulations promulgated under the Exchange Act)
with respect to the election or removal of directors or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person other
than the Southern board of directors shall be a member of the Incumbent Board.

         1.25 "Market Value" means the average of the high and low prices of the
Common Stock, as published in the Wall Street Journal in its report of New York
Stock Exchange composite transactions, on the date such Market Value is to be
determined, as specified herein (or the average of the high and low sale prices
on the trading day immediately preceding such date if the Common Stock is not
traded on the New York Stock Exchange on such date).

         1.26 "Participant" means a Director or former Director who has an
unpaid Deferred Compensation Account balance under the Plan.

         1.27 "Participating Companies" means those companies whose boards of
directors have authorized the establishment of trust(s) for the funding of their
respective directors' Deferred Compensation Accounts under their respective
Deferred Compensation Plans for Directors, including the Company.

         1.28 "Pension Benefit" means the U.S. dollar amount of the
actuarially-determined present value of benefits based on a Director's expected
service at the required retirement date under The Southern Company Outside
Directors Pension Plan, as calculated as of the Termination Date, plus accrued
earnings on such amount calculated as if invested at the Wachovia Bank of
Georgia Prime Interest Rate from the Termination Date, until such amount is
invested in Deferred Compensation Accounts pursuant to the provisions of Section
5.3.

         1.29 "Pension Benefit Investment Date" means the date to be determined
by the Committee, as of which the Director's Pension Benefit will be credited to
a Deferred Compensation Account in accordance with the director's Deferred
Pension Election under Section 5.3.

         1.30 "Phantom Stock Investment Account" means the bookkeeping account
established pursuant to Section 6.2 in which a Director may elect to defer Cash
Compensation or make investments, and includes amounts credited thereto to
reflect the reinvestment of dividends.

         1.31 "Plan" means the Deferred Compensation Plan for Directors of
Georgia Power Company as from time to time in effect.

         1.32 "Plan Period" means the period designated in Section 4.

         1.33 "Person" means any individual, entity or group within the meaning
of Section 13(d)(3) or 14(d)(2) of the Exchange Act.

         1.34 "Preliminary Change in Control" means the occurrence of any of the
following as determined by the Southern Committee:

                  (a)      Southern or the Company has entered into a written
                           agreement, such as, but not limited to, a letter of
                           intent, which, if Consummated, would result in a
                           Southern Change in Control or a Company Change in
                           Control, as the case may be;

                  (b)      Southern, the Company or any Person publicly
                           announces an intention to take or to consider taking
                           actions which, if Consummated, would result in a
                           Southern Change in Control or a Company Change in
                           Control under circumstances where the Consummation of
                           the announced action or intended action is legally
                           and financially possible;

                  (c)      Any Person becomes the Beneficial Owner of fifteen
                           percent (15%) or more of the Common Stock; or

                  (d)      The Southern board of directors or the board of
                           directors of the Company has declared that a
                           Preliminary Change in Control has occurred.

         1.35 "Prime Interest Rate" means the prime rate of interest as listed
with the Wachovia Bank of Georgia, or its successor on the 1st day of each
quarter.

         1.36 "Prime Rate Investment Account" means the bookkeeping account
established pursuant to Section 6.1 in which a Director may elect to defer Cash
Compensation or make investments, the investment return on which is computed at
the Prime Interest Rate.

         1.37 "Southern" means The Southern Company.

         1.38 "Southern Change in Control" means any of the following:

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

                           (i)      any acquisition directly from Southern,

                           (ii)     any acquisition by Southern,

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

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

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

                           (vi)     any Business Combination which would not
                                    otherwise constitute a Change in Control
                                    because of the application of clauses (i),
                                    (ii) and (iii) of Section 1.37(c);

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

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

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

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

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

         1.39 "Southern Committee" means Chairman of the Southern board of
directors, Chief Financial Officer of Southern, General Counsel of Southern, and
the Chairman of the "Administrative Committee", as defined in Section 3.1 of the
Southern Company Deferred Compensation Plan, as restated and amended effective
January 1, 2000, and as may be amended from time to time.

         1.40 "Stock Retainer" means the annual Board retainer fee that is paid
to the Director in the form of Common Stock.

         1.41 "Subsidiary Company Investment Account" means the bookkeeping
account(s) established pursuant to section 6.4 on behalf of a Director that is
credited with shares of stock, other than Common Stock, distributed to holders
of record of Common Stock on account of a spin-off of a Southern Company
subsidiary.

         1.42 "Termination Date" means January 1, 1997, the date as of which The
Southern Company Outside Directors Pension Plan was effectively terminated.

         1.43 "Transferred Amount" means an amount equal to the value of a
Director's accounts under the applicable deferred compensation plan for
directors of The Southern Company or one of its subsidiaries or affiliates,
which has been transferred to the Plan in connection with the Director's
transfer from the board of directors of The Southern Company or one of its
subsidiaries or affiliates to the Board.

         1.44 "Transferred Amount Investment Date" means the date as of which a
Director's Transferred Amount will be credited to a Deferred Compensation
Account in accordance with Section 5.4.

         1.45 "Trust Administrator" means the individual or committee that is
established in the Deferred Stock Trust and the Deferred Cash Trust, to
administer such trusts on behalf of the Participating Companies.

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

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

                                    SECTION 2

                                     Purpose

         The Plan provides a method of deferring payment to a Director of his
compensation until a date following the termination of his membership on the
Board.

                                    SECTION 3

                                   Eligibility

         An individual who serves as a Director and is not otherwise actively
employed by the Company or any of its subsidiaries or affiliates is eligible to
participate in the Plan.

                                    SECTION 4

                                  Plan Periods

         Except as pertains to a Director's initial Plan Period, all Plan
Periods shall be on a calendar year basis. The initial Plan Period applicable to
any person elected to the Board who was not a Director on the preceding December
31, shall begin on the first day of such Director's membership on the Board.
Except as otherwise provided herein, the terms of the Plan 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 21, 2001.

                                    SECTION 5

                                    Elections

         5.1      Cash Compensation

                  (a)      Prior to the beginning of a Plan Period, a Director
                           may direct that payment of all or any portion of Cash
                           Compensation that otherwise would be paid to the
                           Director for the Plan Period, be deferred in amounts
                           as designated by the Director, and credited to (i) a
                           Prime Rate Investment Account, (ii) a Phantom Stock
                           Investment Account, or, effective with compensation
                           payable on or after January 1, 2001, (iii) a Deferred
                           Stock Account. Upon the Director's termination from
                           the Board of Directors, such deferred compensation
                           and accumulated investment return held in the
                           Director's Deferred Compensation Accounts shall be
                           distributed to the Director in accordance with the
                           Director's Distribution Election and the provisions
                           of Section 7.

                  (b)      An election to defer Cash Compensation is
                           irrevocable. Such an election shall continue from
                           Plan Period to Plan Period unless the Director
                           changes his election to defer cash compensation
                           payable in a future Plan Period prior to the
                           beginning of such future Plan Period. The new
                           deferral election should not affect amounts
                           previously deferred.

                  (c)      Cash Compensation deferred under this Section 5.1
                           shall be invested in Deferred Compensation Accounts
                           as directed by the Director on the Compensation
                           Payment Date.

         5.2      Stock Retainer

                  (a)      Prior to the beginning of a Plan Period, a Director
                           may direct that payment of all or none of the Stock
                           Retainer that otherwise would be paid to the Director
                           for the Plan Period, be deferred by the Directors,
                           and credited to his Deferred Stock Account, such
                           deferred compensation and accumulated investment
                           return held in the Director's Deferred Stock Account
                           shall be distributed to the Director in accordance
                           with the Director's Distribution Election and the
                           provisions of Section 7.

                  (b)      An election to defer the Stock Retainer is
                           irrevocable. Such an election shall continue from
                           Plan Period to Plan Period unless the Director
                           changes his election to defer Stock Retainer paid in
                           a future Plan Period prior to the beginning of such
                           future Plan Period. The new deferral election should
                           not affect amounts previously deferred.

                  (c)      Stock Retainer deferred under this Section 5.2 shall
                           be invested in Deferred Stock Account as directed by
                           the Director on the Compensation Payment Date.

         5.3      Deferred Pension Election

         Any Director, who had a Pension Benefit as of the Termination Date,
made a single one-time election, to credit all of his Pension Benefit into (i) a
Prime Rate Investment Account or (ii) a Phantom Stock Investment Account. Upon
the Director's termination from the Board, such Pension Benefit and accumulated
investment return held in the Director's Deferred Compensation Accounts shall be
distributed to the Director in accordance with the Director's Distribution
Election made in accordance with Section 5.4(b) and the provisions of Section 7.

         5.4      Distribution Election

                  (a)      Except as set forth in Section 5.4(b) and (c), prior
                           to the initial establishment of a Deferred
                           Compensation Account for a Director, the Director
                           must elect, in writing, that upon termination from
                           the Board of Directors the values and quantities held
                           in the Directors Deferred Compensation Accounts be
                           distributed to the Director, pursuant to the
                           provisions of Section 7, in a lump sum or in a series
                           of annual installments not to exceed ten (10). The
                           time for the commencement of distribution shall not
                           be later than the first day of the month coinciding
                           with or next following the second anniversary of
                           termination of Board membership.

                  (b)      Any Director who made a Deferred Pension Election in
                           accordance with Section 5.3 made a Distribution
                           Election at the time the Deferred Pension Election
                           was made, attributable to the Pension Benefit and any
                           accumulated investment return.

                  (c)      In the event a Director terminates from the Board
                           with Deferred Compensation Accounts established under
                           Section 6.5, the Transferred Amounts and accumulated
                           investment return held in such Accounts shall be
                           distributed to the Director in accordance with the
                           Director's distribution election in effect under the
                           applicable deferred compensation plan for directors
                           of The Southern Company or one of its subsidiaries or
                           affiliates on the date the Director is transferred to
                           the Board and the provisions of Section 7, unless
                           such election is changed pursuant to Section 5.4(d).

                  (d)      Distribution Elections made under Sections 5.4 (a),
                           (b) and (c) are irrevocable except that a Director
                           may amend any of the Distribution Elections then in
                           effect not prior to the 390th day or later than the
                           360th day prior to his termination of Board
                           membership with approval of the Compensation
                           committee on a form prescribed by the Compensation
                           committee and delivered to the Secretary or Assistant
                           Secretary.

         5.5      Beneficiary Designation

         A Director or former Director may designate a beneficiary to receive
distributions from the Plan in accordance with the provisions of Section 7 upon
the death of the director. The beneficiary designation may be changed by a
Director or former Director at any time, and without the consent of the prior
beneficiary.

         5.6      Form of Election

         All elections pursuant to the provisions of this Section 5 of the Plan
shall be made in writing to the Secretary or Assistant Secretary of the Company
on a form or forms available upon request of the Secretary or Assistant
Secretary.

                                    SECTION 6

                                    Accounts

         6.1      Prime Rate Investment Account

         A Prime Rate Investment Account shall be established for each Director
electing deferral of Cash Compensation for investment at the Prime Interest
Rate. The amount directed by the Director to such account shall be credited to
it as of the Pension Benefit Investment Date, Compensation Payment Date, or
Transferred Amount Investment Date, as applicable, and credited thereafter with
interest computed using the Prime Interest Rate. Interest shall be computed from
the date such compensation is credited to the account and compounded quarterly
at the end of each calendar quarter. The Prime Interest Rate in effect on the
first day of a calendar quarter shall be deemed the Prime Interest Rate in
effect for that entire quarter. Interest shall accrue and compound on any
balance until the amount credited to the account is fully distributed.

         6.2      Phantom Stock Investment Account

         The Phantom Stock Investment Account established for each Director
electing deferral of Cash Compensation for investment at the Common Stock
investment rate shall be credited with the number of shares (including
fractional shares rounded to the nearest ten-thousandth) of Common Stock which
could have been purchased on the Pension Benefit Investment Date, the
Compensation Payment Date, or Transferred Amount Investment Date, as applicable,
as determined by dividing the applicable compensation by the Market Value on
such date. On the date of the payment of dividends on the Common Stock, the
Director's Phantom Stock Investment Account shall be credited with additional
shares (including fractional shares rounded to the nearest ten-thousandth) of
Common Stock, as follows:

                  (a)      In the case of cash dividends, such additional shares
                           as would have been purchased as of the Common Stock
                           dividend record date as if the credited shares had
                           been outstanding on such date and dividends
                           reinvested thereon under the Southern Investment
                           Plan;

                  (b)      In the case of dividends payable in property other
                           than cash or Common Stock, such additional shares as
                           could be purchased at the Market Value as of the date
                           of payment with the fair market value of the property
                           which would have been payable if the credited shares
                           had been outstanding; and

                  (c)      In the case of dividends payable in Common Stock,
                           such additional shares as would have been payable on
                           the credited shares as if they had been outstanding.

         6.3      Deferred Stock Account

                  (a)      A Director's Deferred Stock Account will be credited:

                           (i)      with the number of shares of Common Stock
                                    (rounded to the nearest ten thousandth of a
                                    share) determined by dividing the amount of
                                    Cash Compensation subject to deferral or
                                    investment in the Deferred Stock Account by
                                    the average price paid by the Trustee of the
                                    Deferred Stock Trust for shares of Common
                                    Stock with respect to the Pension Benefit
                                    Investment Date or the Compensation Payment
                                    Date, as applicable, as reported by the
                                    Trustee, or, if the Trustee shall not at
                                    such time purchase any shares of Common
                                    Stock, by the Market Value on such date;

                           (ii)     as of the date on which Stock Retainer is
                                    paid, the shares of Common Stock payable to
                                    the Director as his Stock Retainer; and

                           (iii)    as of each date on which dividends are paid
                                    on the Common Stock, with the number of
                                    shares of Common Stock (rounded to the
                                    nearest ten thousandth of a share)
                                    determined by multiplying the number of
                                    shares of Common Stock credited in the
                                    Director's Deferred Stock Account on the
                                    dividend record date, by the dividend rate
                                    per share of Common Stock, and dividing the
                                    product by the price per share of Common
                                    Stock attributable to the reinvestment of
                                    dividends on the shares of Common Stock held
                                    in the Deferred Stock Trust on the
                                    applicable dividend payment date or, if the
                                    Trustee of the Deferred Stock Trust has not
                                    reinvested in shares of Common Stock on the
                                    applicable dividend reinvestment date, the
                                    product shall be divided by the Market Value
                                    on the dividend payment date.

                  (b)      If Southern enters into transactions involving stock
                           splits, stock dividends, reverse splits or any other
                           recapitalization transactions, the number of shares
                           of Common Stock credited to a Director's Deferred
                           Stock Account will be adjusted (rounded to the
                           nearest ten thousandth of a share) so that the
                           Director's Deferred Stock Account reflects the same
                           equity percentage interest in Southern after the
                           recapitalization as was the case before such
                           transaction.

                  (c)      If at least a majority of Southern's stock is sold or
                           exchanged by its shareholders pursuant to an
                           integrated plan for cash or property (including stock
                           of another corporation) or if substantially all of
                           the assets of Southern are disposed of and, as a
                           consequence thereof, cash or property is distributed
                           to Southern's shareholders, each Director's Deferred
                           Stock Account will, to the extent not already so
                           credited under this Section 6.3, be (i) credited with
                           the amount of cash or property receivable by a
                           Southern shareholder directly holding the same number
                           of shares of Common Stock as is credited to such
                           Director's Deferred Stock Account and (ii) debited by
                           that number of shares of Common Stock surrendered by
                           such equivalent Southern shareholder.

                  (d)      Each Director who has a Deferred Stock Account also
                           shall be entitled to provide directions to the Trust
                           Administrator to cause such committee to similarly
                           direct the Trustee of the Deferred Stock Trust to
                           vote, on any matter presented for a vote to the
                           shareholders of Southern, that number of shares of
                           Common Stock held by the Deferred Stock Trust
                           equivalent to the number of shares of Common Stock
                           credited to the Director's Deferred Stock Account.
                           Such committee shall arrange for distribution to all
                           Directors in a timely manner of all communications
                           directed generally to the Southern shareholders as to
                           which their votes are solicited.

         6.4      Subsidiary Company Investment Account

                  (a)      A Director's Subsidiary Company Investment Account
                           will be credited as of the date on which a
                           distribution is paid to the Company's common
                           stockholders in stock other than Common Stock with
                           the number of shares of the other corporation's stock
                           receivable by a Southern stockholder directly holding
                           the same number of shares of Common Stock as is
                           credited to such Director's Deferred Stock Account.

                  (b)      Each Director who has a Subsidiary Company Investment
                           Account also shall be entitled to provide directions
                           to the Trust Administrator to similarly direct the
                           Trustee of the Deferred Stock Trust to vote on any
                           matter presented for a vote to the applicable
                           corporation's shareholders, that number of shares of
                           the applicable corporation's common stock held by the
                           Deferred Stock Trust equivalent to the number of
                           shares credited to the Director's Subsidiary Company
                           Investment Account. The Trust Administrator shall
                           arrange for distribution to all Directors in a timely
                           manner of all communications directed generally to
                           the applicable corporation's shareholders as to which
                           their votes are solicited.

         6.5      Transferred Amounts

                  (a)      As soon as administratively practicable, the Company
                           shall establish for a Director transferring to the
                           Board from the board of directors of The Southern
                           Company or any of its subsidiaries or affiliates such
                           Deferred Compensation Accounts as are necessary to
                           implement Section 6.5(b).

                  (b)      Any Transferred Amounts will be credited to the
                           Deferred Compensation Account(s) established that are
                           comparable to the deferred compensation accounts to
                           which such amounts were credited under the applicable
                           deferred compensation plan for directors of The
                           Southern Company or one of its subsidiaries or
                           affiliates, as soon as administratively practicable
                           following the date the Transferred Amounts are
                           transferred to the Plan. Thereafter, the Transferred
                           Amounts shall be credited with investment returns as
                           applicable under this Section 6 of the Plan.

                                    SECTION 7

                                  Distributions

         7.1 Upon the termination of a Director's membership on the Board the
amount credited to a Director's Deferred Compensation Accounts will be paid to
the Director or his beneficiary, as applicable, in the following manner:

                  (a)      the amount credited to a Director's Prime Rate
                           Investment Account and Phantom Stock Investment
                           Account shall be paid in cash;

                  (b)      the amount credited to a Director's Deferred Stock
                           Account shall, except as otherwise provided in
                           Section 6.3 and Section 9.5, or to the extent the
                           Company is otherwise, in the reasonable judgment of
                           the Committee, precluded from doing so, be paid in
                           shares of Common Stock (with any fractional share
                           interest therein paid in cash to the extent of the
                           then Market Value thereof); and

                  (c)      the amount credited to a Subsidiary Company
                           Investment Account shall, except as otherwise
                           provided in section 9.5, be paid from the assets in
                           the Deferred Stock Trust in shares of the applicable
                           corporation, however if there is not a sufficient
                           number of shares held in the Trust, the remainder
                           shall be paid in cash based upon the average of the
                           high and low price of the stock as reported in the
                           Wall Street Journal on the business day immediately
                           proceeding the distribution date.

                           Such payments shall be from the general assets of the
                           Company (including the Deferred Cash Trust and the
                           Deferred Stock Trust) in accordance with this Section
                           7.

         Notwithstanding the foregoing, in the event the Company enters into an
agreement described in Section 7.3 with respect to a Director prior to the
Director's termination of membership, the Company shall have no obligation to
make distributions to the Director under this Section 7.1 in connection with
such Director's termination of membership on the Board.

         7.2 Unless other arrangements are specified by the Committee on a
uniform and nondiscriminatory basis, deferred amounts shall be paid in the form
of (i) a lump sum payment, or (ii) in approximately equal annual installments,
as elected by the Director pursuant to the provisions of Section 5.4. Such
payments shall be made (or shall commence) as soon as practicable following the
termination of Board membership or, if so elected in the Distribution Election,
up to twenty-four (24) months following such termination.

         In the event a Director elected to receive the balance of his Deferred
Compensation Accounts in a lump sum, distribution shall be made on the first day
of the month selected by the Director on his Distribution Election, or as soon
as reasonably possible thereafter. If the Director elected to receive annual
installments, the first payment shall be made on the first day of the month
selected by a Director, or as soon as reasonably possible thereafter, and shall
be equal to the balance in the Director's Deferred Compensation Accounts on such
date divided by the number of annual installment payments. Each subsequent
annual payment shall be an amount equal to the balance in the Director's
Deferred Compensation Accounts on the date of payment divided by the number of
remaining annual payments and shall be paid on the anniversary of the preceding
date of payment. The Market Value of any shares of Common Stock credited to a
Director's Phantom Stock Investment Account shall be determined as of the
twenty-fifth (25th) day of the month immediately preceding the date of any lump
sum or installment distribution.

         Upon the death of a Director, or a former Director prior to the payment
of all amounts credited to the Director's Deferred Compensation Accounts, the
unpaid balance shall be paid in the sole discretion of the Committee (i) in a
lump sum to the designated beneficiary of such Director or former Director
within thirty (30) days of the date of death (or as soon as reasonably possible
thereafter) or (ii) in accordance with the Distribution Election made by such
Director or former Director. In the event a beneficiary designation has not been
made, or the designated beneficiary is deceased or cannot be located, payment
shall be made to the estate of the Director or former Director. The Market Value
of any shares of Common Stock credited to a Director's Phantom Stock Investment
Account shall be determined as of the twenty-fifth (25th) day of the month
immediately preceding the date of any lump sum or installment distribution.

         7.3 If the Company enters into a written agreement with a parent or
affiliate of the Company under which the parent or affiliate assumes liability
for a Director's benefits accrued under the Plan in connection with, but prior
to, such Director's termination of membership on the Board and the Director
either has been or will be elected to the Board of Directors of such parent or
affiliate of the Company, the value of the Director's benefits which have
accrued under the Plan as of the date the Director terminates from the Board
shall be transferred from the Company to the parent or affiliate of the Company,
and the Company shall have no further obligation to make any distributions to
the Director under Section 7.1 or any other section herein.

                                    SECTION 8

                 Change in Control and Other Special Provisions

         8.1 Notwithstanding any other terms of the Plan to the contrary,
following a Southern Change in Control or a Company Change in Control, the
provisions of this Section 8 shall apply to the payment of benefits under the
Plan with respect to any Director who is a Participant on such date.

         8.2 The Deferred Cash Trust and the Deferred Stock Trust (collectively
"Trusts") have been established to hold assets of the Participating Companies
under certain circumstances as a reserve for the discharge of the Company's
obligations under the Plan. In the event of a Preliminary Change in Control of
Southern or the Company, the Company shall be obligated to immediately
contribute such amounts to the Trusts as may be necessary to fully fund all
benefits payable under the Plan in accordance with the procedures set forth in
Section 8.3 hereof. In addition, in order to provide the added protections for
certain individuals in accordance with Paragraph 7(c) of the Trust, the Company
may fund the Trusts prior to a Preliminary Change in Control of Southern or the
Company in accordance with the terms of the Trusts. All assets held in the
Trusts remain subject only to the claims of the Participating Companies' general
creditors whose claims against the Participating Companies are not satisfied
because of the Participating Companies' bankruptcy or insolvency (as those terms
are defined in the Trust). No Participant has any preferred claim on, or
beneficial ownership interest in, any assets of the Trusts before the assets are
paid to the Participant and all rights created under the Trusts, as under the
Plan, are unsecured contractual claims of the Participant against the Company.

         8.3 As soon as practicable following either a Preliminary Change in
Control of Southern or of the Company, the Company shall contribute an amount
based upon the funding strategy adopted by the Trust Administrator necessary to
fulfill the Company's obligations pursuant to this Section 8. In the event of a
dispute over such actuary's determination, the Company and any complaining
Participant(s) shall refer such dispute to an independent, third party actuarial
consultant, chosen by the Company and such Participant. If the Company and the
Participant cannot agree on an independent, third party actuarial consultant,
the actuarial consultant shall be chosen by lot from an equal number of
actuaries submitted by the Company and the applicable Trustee. Any such referral
shall only occur once in total and the determination by the third-party
actuarial consultant shall be final and binding upon both parties. The Company
shall be responsible for all of the fees and expenses of the independent
actuarial consultant.

         8.4 In the event of a Southern Change in Control or a Company Change in
Control, notwithstanding anything to the contrary in the Plan, upon termination
as a Director, that amount in the Deferred Compensation Plan Account(s) of a
Participant who was a Director determined as of such Change in Control shall be
paid out in a lump sum if such Participant makes an election pursuant to
procedures established by the Trust Administrator, in its sole and absolute
discretion. If no such election is made, the Director shall receive payment of
his Accounts solely in accordance with Section 7.

                                    SECTION 9

                               General Provisions

         9.1 In the event that the Company shall decide to establish an advance
accrual reserve on its books against the future expense of payments from any
Deferred Compensation Accounts, such reserve shall not under any circumstances
be deemed to be an asset of this Plan but, at all times, shall remain a part of
the general assets of the Company, subject to claims of the Company's creditors.

         9.2 A person entitled to any amount under this Plan shall be a general
unsecured creditor of the Company with respect to such amount. Furthermore, a
person entitled to a payment or distribution with respect to a Deferred
Compensation Account shall have a claim upon the Company only to the extent of
the balance in his Deferred Compensation Accounts.

         9.3 All commissions, fees, and expenses that may be incurred in
operating the Plan will be paid by the Company.

         9.4 The Company will pay its prorated share of all commissions, fees,
and expenses that may be incurred in operating any trust(s) established under
the Plan (including the Deferred Stock Trust and the Deferred Cash Trust).

         9.5 Notwithstanding any other provision of this Plan: (i) elections
under this Plan may only be made by Directors while they are directors of the
Company; (with the exception of the designation of beneficiaries) and (ii)
distributions otherwise payable to a Director in the form of Common Stock shall
be delayed and/or instead paid in cash in an amount equal to the fair market
value thereof if such payment in Common Stock would violate any federal or State
securities laws (including Section 16(b) of the Securities Exchange Act of 1934,
as amended) and/or rules and regulations promulgated thereunder.

         9.6 Directors, their legal representatives and their beneficiaries
shall have no right to anticipate, alienate, sell, assign, transfer, pledge or
encumber their interests in the Plan, nor shall such interests be subject to
attachment, garnishment, levy or execution by or on behalf of creditors of the
Directors or of their beneficiaries.

                                   SECTION 10

                                 Administration

         Subject to the express provisions of the Plan, the Committee shall have
the exclusive right to interpret the Plan, to prescribe, amend and rescind rules
and regulations relating to it and to make all other determinations necessary or
advisable for the administration of the Plan. The decisions, actions and records
of the Committee shall be conclusive and binding upon the Company and all
persons having or claiming to have any right or interest in or under the Plan.

         The Committee may delegate to such officers, employees, or departments
of the Company or Southern, such authority, duties, and responsibilities of the
Committee as it, in its sole discretion, considers necessary or appropriate for
the proper and efficient operation of the Plan, including, without limitation,
(i) interpretation of the Plan, (ii) approval and payment of claims, and (iii)
establishment of procedures for administration of the Plan.

                                   SECTION 11

                    Amendment, Termination and Effective Date

         11.1     Amendment of the Plan

         Except for the provisions of Section 8, which may not be amended
following a Southern Change in Control or Company Change in Control, and subject
to the provisions of Section 11.3, the Plan may be wholly or partially amended
or otherwise modified at any time by written action of the Board of Directors.

         11.2     Termination of the Plan

         Subject to the provisions of Section 11.3 herein, the Plan may be
terminated at any time by written action of the Board of Directors.

         11.3     No Impairment of Benefits

         Notwithstanding the provisions of Sections 11.1 and 11.2, herein no
amendment to or termination of the Plan shall impair any rights to benefits that
have accrued hereunder.

         11.4     Governing Law

         This Plan shall be construed in accordance with and governed by the
laws of the State of Georgia.

         IN WITNESS WHEREOF, the Plan, as amended and restated effective
February 21, 2001, has been executed pursuant to resolutions of the Board of
Directors of Georgia Power Company, this ____ day of _______________, 2001.

                                         GEORGIA POWER COMPANY



                                         By: ________________________________

Attest:


By: ___________________________