Exhbit 10.2






                              THE SOUTHERN COMPANY

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN



















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









                                  Amended and Restated Effective January 1, 2005

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                              THE SOUTHERN COMPANY
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


                    ARTICLE I - PURPOSE AND ADOPTION OF PLAN

         1.1 Adoption: Southern Company Services, Inc. hereby adopts The
Southern Company Supplemental Executive Retirement Plan as amended and restated
effective January 1, 2005 (the "Plan"). This amendment and restatement is
intended to bring the Plan into good faith compliance with Code Section 409A.
The Plan should be construed to satisfy this intent. The Plan was initially
established effective January 1, 1997, and was subsequently amended from time to
time thereafter. The Plan shall be an unfunded deferred compensation arrangement
as contemplated by the Employee Retirement Income Security Act, as amended,
under which benefits shall be paid solely from the general assets of the
Company. At a time and in a manner determined by the Administrative Committee,
Participants shall make timely elections to conform to the Plan's terms
effective on and after January 1, 2005. Such elections are intended to meet the
transition requirements of Section 409A of the Code and Internal Revenue Service
Note 2005-1.

         1.2 Purpose: The Plan provides deferred compensation primarily to a
select group of management or highly compensated employees to supplement such
employees' accrued benefits under The Southern Company Pension Plan ("Pension
Plan"). The supplement under this Plan is generally intended to make up the
difference, if any, between each such employee's actual accrued benefit under
the Pension Plan and the benefit he would have accrued under such plan if
certain incentive pay were included in Earnings when determining Average Monthly
Earnings for all methods of calculating Retirement Income under the Pension
Plan.


                            ARTICLE II - DEFINITIONS

         2.1 "Actuarial Basis" shall mean an actuarial adjustment to SERP
Benefits that must be made as required by Code Section 409A when there is a
change made by a Participant to a previously elected or deemed-elected form of
payment paid over a lifetime. Reasonable actuarial assumptions to make such
adjustment shall be established in writing from time to time by the
Administrative Committee.

         2.2 "Administrative Committee" shall mean the committee referred to in
Section 3.1 hereof.

         2.3 "Affiliated Employer" shall mean any corporation which is a member
of the controlled group of corporations of which Southern Company is the common
parent corporation 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. The Affiliated Employers are set forth in Appendix A to the Plan, as
amended from time to time.

         2.4 "Board of Directors" shall mean the Board of Directors of the
Company.

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         2.5 "Change in Control Benefits Protection Plan" shall mean the Change
in Control Benefits Protection Plan, as approved by the Southern Board, as it
may be amended from time to time in accordance with the provisions therein.

         2.6 "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.

         2.7 "Company" shall mean Southern Company Services, Inc.

         2.8 "Designated Beneficiary" shall have the same meaning and shall be
the same person(s) or entity(ies) designated by the Participant under The
Southern Company Supplemental Benefit Plan.

         2.9 "Discount Rate" shall mean the thirty (30) year Treasury yield as
published by the Department of Treasury for purposes of compliance with Code
Section 417(e) determined for September of the calendar year prior to the
calendar year in which a Participant Separates from Service provided that the
maximum rate shall not exceed six percent (6%).

         2.10 "Earnings" shall mean the total accumulated interest on a
Participant's Single-Sum Amount. Unless otherwise stated, Earnings accrue from
the date as of which a Participant's first installment is payable (ignoring for
this purpose any Key-Employee Delay) until all of the Participant's Single-Sum
Amount (and monthly interest accretion thereon) has been paid. Interest shall
compound monthly based on the rate of interest accretion for each month and the
unpaid portion of a Participant's Single-Sum Amount (including any unpaid
portion of any prior month's interest accretion). The rate of such interest
accretion for a month shall be the monthly equivalent of the per annum prime
rate of interest published in the Wall Street Journal as the base rate on the
corporate loans posted as of the last business day of each month by at least
seventy-five percent (75%) of the United States largest banks as of the last
business day of the month (or such other day of a month as the Administrative
Committee may determine).

         2.11 "Effective Date" of this amendment and restatement shall mean
January 1, 2005.

         2.12 "Employee" shall mean any person who is employed by an Affiliated
Employer excluding any persons represented by a collective bargaining agent.

         2.13 "Expected Average Lifetime" shall mean the life expectancy of a
Participant in months using the Table of Unisex Mortality Rates promulgated by
the Internal Revenue Service for use to determine lump-sum payments from
qualified pension plans in accordance with Code Section 417(e) as of the 2007
calendar year.

         2.14 "Incentive Pay" shall mean all awards earned while an Employee
under any annual group incentive plans, as defined in Section 5.1 of the Pension
Plan, provided such incentive award was earned on or after January 1, 1994.
Alternatively, if it produces a greater benefit to the Participant, Incentive
Pay shall mean all awards paid or that would have been paid but for an election
to defer such incentive award under The Southern Company Deferred Compensation


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Plan, under any annual group incentive plan, as defined in Section 5.1 of the
Pension Plan, provided such incentive award was paid or deferred on or after
January 1, 1995. If a person was formerly represented by a collective bargaining
agent with respect to any corporation which is a member of the controlled group
of corporations of which Southern Company is the common parent and such person
subsequently becomes an Employee, incentive awards described in the preceding
sentence shall include awards earned on and after January 1, 1994 while
represented by such collective bargaining agent.

         2.15 "Key Employee" shall have the meaning ascribed to this term under
Code Section 409A as it applies to a Participant. The Administrative Committee
shall establish the time period required to determine key-employee status.

         2.16 "Key-Employee Delay" shall mean the six (6) month delay in the
commencement of benefits applicable to Key Employees pursuant to the
requirements of Code Section 409A.

         2.17 "Participant" shall mean an Employee or former Employee of an
Affiliated Employer who is eligible and participates in the Plan pursuant to
Sections 4.1 and 4.2.

         2.18 "Pension Plan" shall mean The Southern Company Pension Plan, as
amended from time to time.

         2.19 "Plan" shall mean The Southern Company Supplemental Executive
Retirement Plan, as amended from time to time.

         2.20 "Plan Year" shall mean the calendar year.

         2.21 "Provisional Payee" shall have the same meaning ascribed to this
term in the Pension Plan.

         2.22 "Separation from Service" as it applies to a Participant shall
have the meaning ascribed to this term under Code Section 409A.

         2.23 "SERP Benefit" shall mean the benefit described in Section 5.1.

         2.24 "Single-Sum Amount" shall mean the discounted value of the SERP
Benefit based on a single life annuity form of benefit payable for an Expected
Average Lifetime calculated using the Discount Rate. This Single-Sum Amount
calculation shall be determined effective as of the first installment to be made
under Section 5.2 (ignoring for this purposes any Key-Employee Delay) taking
into account the following: (a) reductions for charges related to any Qualified
Pre-retirement Survivor Annuity form of benefit under the Pension Plan shall not
apply; and (b) the SERP Benefit and Expected Average Lifetime shall be based on
the Participant's age as of such first installment date.

         2.25 "Southern Board" shall mean the board of directors of Southern
Company.



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         2.26 "Supplemental Pension Benefit" shall mean the "Pension Benefit",
if any, that is payable to a Participant under The Southern Company Supplemental
Benefit Plan, as amended from time to time.

         2.27 "Trust" shall mean the Southern Company Deferred Compensation
Trust.

         Where the context requires, the definitions of all terms set forth in
the Pension 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. The masculine pronoun shall be construed to
include the feminine pronoun and the singular shall include the plural, where
the context so requires.


                      ARTICLE III - ADMINISTRATION OF PLAN

         3.1 Administrator. Effective March 1, 2006, the general administration
of the Plan shall be placed in the Administrative Committee. The Administrative
Committee shall consist of the Senior Vice President, Human Resource Services,
Southern Company Services, Inc. (which position is the successor to the Vice
President, System Compensation and Benefits, Southern Company); the Chief
Financial Officer, Southern Company Services, Inc.; the Vice President, Tax,
Southern Company Services, Inc.; and the Comptroller of Southern Company; or any
other position or positions that succeed to the duties of the foregoing
positions. 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 Administrative
Committee shall be chaired by the Senior Vice President, Human Resource
Services, Southern Company Services, Inc. and may select a Secretary (who may,
but need not, be a member of the Administrative Committee) to keep its records
or to assist it in the discharge of its duties. A majority of the members of the
Administrative Committee shall constitute a quorum for the transaction of
business at any meeting. Any determination or action of the Administrative
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 Powers.

         (a) The Administrative Committee shall administer the Plan in
accordance with its terms and shall have all powers necessary to carry out the
provisions of the Plan more particularly set forth herein. The Administrative
Committee shall have the discretionary authority to interpret the Plan and shall
determine all questions arising in the administration, interpretation, and
application of the Plan. Any such determination by it shall be conclusive and
binding on all persons. The Administrative Committee shall be the agent for the
service of process.

         (b) If a claim for benefits under the Plan is denied, in whole or in
part, the Administrative Committee will provide a written notice of the denial


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within a reasonable period of time, but not later than 90 days after the claim
is received. If special circumstances require more time to process the claim,
the Administrative Committee will issue a written explanation of the special
circumstances prior to the end of the 90-day period and a decision will be made
as soon as possible, but not later than 180 days after the claim is received.

         The written notice of claim denial will include:

         o        Specific reasons why the claim was denied;

         o        Specific references to applicable provisions of the Plan
                  document or other relevant records or papers on which the
                  denial is based, and information about where a Participant or
                  his or her Designated Beneficiary may see them;

         o        A description of any additional material or information needed
                  to process the claim and an explanation of why such material
                  or information is necessary;

         o        An explanation of the claims review procedure, including the
                  time limits applicable to such procedure, as well as a
                  statement notifying the Participant or his or her Designated
                  Beneficiary of their right to file suit if the claim for
                  benefits is denied, in whole or in part, on review.

         Upon request, a participant or his or her Designated Beneficiary will
be provided without charge, reasonable access to, and copies of, all
non-confidential documents that are relevant to any denial of benefits. A
claimant has 60 days from the day he or she receives the original denial to
request a review. Such request must be made in writing and sent to the
Administrative Committee. The request should state the reasons why the claim
should be reviewed and may also include evidence or documentation to support the
claimant's position.

         The Administrative Committee will reconsider the claimant's claim,
taking into account all evidence, documentation, and other information related
to the claim and submitted on the claimant's behalf, regardless of whether such
information was submitted or considered in the initial denial of the claim. The
Administrative Committee will make a decision within 60 days. If special
circumstances require more time for this process, the claimant will receive
written explanation of the special circumstances prior to the end of the initial
60-day period and a decision will be sent as soon as possible, but not later
than 120 days after the Administrative Committee receives the request.

         No legal action to receiver benefits or enforce or clarify rights under
a Plan can be commenced until the Participant or his or her Designated
Beneficiary has first exhausted the claims and review procedures provided under
the Plan.

         (c) The Administrative Committee may adopt such regulations as it deems
desirable for the conduct of its affairs. It may appoint such accountants,
counsel, actuaries, specialists, and other persons as it deems necessary or
desirable in connection with the administration of this Plan.

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         3.3 Duties of the Administrative Committee.

         (a) The Administrative Committee is responsible for the daily
administration of the Plan. It may appoint other persons or entities to perform
any of its fiduciary functions. The Administrative Committee and any such
appointee may employ advisors and other persons necessary or convenient to help
it carry out its duties, including its fiduciary duties. The Administrative
Committee shall have the right to remove any such appointee from his position.
Any person, group of persons, or entity may serve in more than one fiduciary
capacity.

         (b) The Administrative 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 persons designated by the
Administrative Committee.

         (c) The Administrative 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 adequate Participants' records;
recording and transmission of all notices required to be given to Participants
and their Designated Beneficiaries; the receipt and dissemination, if required,
of all reports and information received from an Affiliated Employer; 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 Administrative
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.

         3.4 Indemnification. The Company shall indemnify the Administrative
Committee against any and all claims, losses, damages, expenses, and liability
arising from an action or failure to act, except when the same is finally
judicially determined to be due to gross negligence or willful misconduct. The
Company may purchase at its own expense sufficient liability insurance for the
Administrative Committee to cover any and all claims, losses, damages, and
expenses arising from any action or failure to act in connection with the
execution of the duties as Administrative Committee. No member of the
Administrative Committee who is also an Employee of an Affiliated Employer shall
receive any compensation from the Plan for his service as such.


                            ARTICLE IV - ELIGIBILITY

         4.1 Eligibility Requirements. All Employees who are determined to be
eligible to participate in the Plan in accordance with Section 4.2 shall be
eligible to receive benefits under the Plan provided such Employees are (a)
participating in the Plan at the time they terminate from an Affiliated Employer
and are retirement eligible or (b) die while in active service while with an
Affiliated Employer provided each such Employee's spouse is eligible to receive
a survivor benefit under Article VII of the Pension Plan at such eligible
Employee's death.

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         4.2 Determination of Eligibility. The Administrative Committee shall
determine which Employees are eligible to participate. Upon becoming a
Participant, an Employee shall be deemed to have assented to the Plan and to any
amendments hereafter adopted. The Administrative Committee shall be authorized
to rescind the eligibility of any Participant if necessary to ensure that the
Plan is maintained primarily for the purpose of providing deferred compensation
to a select group of management or highly compensated employees under the
Employee Retirement Income Security Act of 1974, as amended. A Participant whose
eligibility is rescinded or who loses eligibility for any reason shall not be
eligible thereafter until eligibility is restored in accordance with guidelines
established by the Administrative Committee.

         If an Employee who was employed by Mirant Corporation (f/k/a Southern
Energy, Inc.) ("Mirant") or an affiliate thereof on or after April 2, 2001 is
employed by an Affiliated Employer, he shall be treated as a new hire and none
of his service with Mirant shall be considered as Accredited Service under
Article V.


                              ARTICLE V - BENEFITS

         5.1 SERP Benefit.

         (a) Subject to the terms of the Pension Plan, a Participant shall be
entitled to a monthly SERP Benefit equal to:

                  (1)      the greater of (A) or (B) below, if applicable:

                           (A)      1.70% of the Participant's Average Monthly
                                    Earnings multiplied by his years (and
                                    fraction of a year) of Accredited Service to
                                    his Retirement Date, death, or other
                                    termination of service, including a Social
                                    Security Offset.

                           (B)      1.25% of the Participant's Average Monthly
                                    Earnings multiplied by his years (and
                                    fraction of a year) of Accredited Service to
                                    his Retirement Date, death, or other
                                    termination of service. less the amounts in
                                    (2) and (3) below

                  (2)      such Participant's Retirement Income that is payable
                           under the Pension Plan; and

                  (3)      such Participant's Supplemental Pension Benefit.

                  The benefit determined in subsection (1) above shall be
                  adjusted, if necessary, under the terms of the Pension Plan
                  for commencement prior to the Participant's Normal Retirement


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                  Date. This adjustment shall be made before the amounts
                  described in subsections (2) and (3) are subtracted from such
                  benefit.

         (b) For purposes of Section 5.1(a)(1), the Participant's Average
Monthly Earnings shall be those considered under the Pension Plan in calculating
his Retirement Income, but without regard to the limitation of Section
401(a)(17) of the Code, and including the following additional amounts:

                  (1)      For purposes of Section 5.1(a)(1)(A) -

                           (A)      any portion of such Participant's base pay
                                    that he may have elected to defer under The
                                    Southern Company Deferred Compensation Plan;
                                    and

                           (B)      any Incentive Pay as of the applicable Plan
                                    Year in excess of 15% of the Participant's
                                    corresponding base pay for the applicable
                                    Plan Year determined under this Section
                                    5.1(b).

                  (2)      For purposes of Section 5.1(a)(1)(B) - any portion of
                           such Participant's base pay and incentive pay that
                           would be considered for Pension Plan benefit
                           calculations (ignoring all compensation limits) that
                           he may have elected to defer under The Southern
                           Company Deferred Compensation Plan.

         (c) For purposes of Section 5.1(b) above, to determine the Plan Years
which produce the highest monthly average to calculate Average Monthly Earnings
under the Plan, a Participant's Average Monthly Earnings should include those
additional amounts provided therein.

         5.2 Distribution of Benefits.

         (a) General Rule.

                  Subject to the transition rules set forth in Section 5.3,
                  effective for Participants who have not commenced their SERP
                  Benefit on or before March 1, 2007, the SERP Benefit, as
                  determined in accordance with Section 5.1, shall be converted
                  to a Single-Sum Amount and paid in ten (10) annual
                  installments. The first installment shall be derived from the
                  Single-Sum Amount plus Earnings, if any, divided by ten (10).
                  Subsequent annual installments shall be an amount equal to the
                  Participant's unpaid Single-Sum Amount plus Earnings divided
                  by the number of remaining annual payments.

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         (b) Payment of Installments after Retirement.

                  (1)      Commencement of Installment Payments. With respect to
                           a Participant who retires under the terms of the
                           Pension Plan, the first annual installment shall be
                           paid as of the first day of the second full calendar
                           month following the Participant's Separation from
                           Service. Notwithstanding the foregoing, if a
                           Participant is a Key-Employee, such Participant shall
                           be subject to the Key-Employee Delay and the first
                           installment payment shall be as of the first day of
                           the seventh full calendar month following the
                           Participant's Separation from Service.

                  (2)      Subsequent Nine Installment Payments. One additional
                           installment, until ten (10) are paid in total, shall
                           be paid as of each anniversary of the date the
                           initial payment was made. For a Participant who is a
                           Key Employee, the anniversary date of the initial
                           payment will be deemed to be the date the first
                           payment would have been made had the Key-Employee
                           Delay not applied. The second through the tenth
                           installments will be paid on the anniversary of this
                           deemed initial payment date.

         (c) Death of Participant.

                  (1)      Death After Retirement. If a retirement-eligible
                           Participant dies after Separation from Service but
                           before receiving all ten (10) installments, the
                           remaining installment payments shall be paid to the
                           Designated Beneficiary of the Participant at the same
                           times and in the same amounts that the Participant
                           would have received if the Participant had not died.
                           Notwithstanding the foregoing, if a retired Key
                           Employee dies during the Key-Employee Delay and
                           before receiving the first installment, then the
                           first installment shall be paid to the Designated
                           Beneficiary as of the beginning of the second full
                           calendar month following the death of the Participant
                           or as soon as practical thereafter.

                  (2)      Death Before Retirement. If a Participant dies on or
                           after March 1, 2007, while actively employed and has
                           a vested benefit in the Pension Plan, one-hundred
                           percent (100%) of the Single-Sum Amount determined in
                           accordance with Section 5.2(a) above shall be paid to
                           the Participant's Provisional Payee, if any, in ten
                           (10) annual installments. Such installments shall be
                           determined and payable as if the Participant survived
                           to his fiftieth (50th) birthday, or actual date of
                           death if later, and Separated from Service. If such a
                           Provisional Payee dies simultaneously with or after
                           the Participant but before receipt of all
                           installments, the remaining payments shall be paid to
                           the Participant's Designated Beneficiary.

         (d) FICA Tax Adjustment. A payment in addition to the ten (10)
installments described in Section 5.2(a) shall be made from the remaining
Single-Sum Amount which payment shall be based on the following adjustments: (1)
the amount necessary to pay the tax due under the Federal Insurance
Contributions Act ("FICA") with respect to the accrued SERP Benefit determined


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upon retirement (or such other appropriate "resolution date" as defined under
Treasury Regulation Section 31.3121(v)(2)); and (2) the amount estimated to pay
the Federal and State income tax withholding liability due on the amount paid in
subsection (1) plus the Federal and State income tax withholding liability due
on the amount paid in this subsection (2). This adjustment shall occur as of the
first of the month following written notification of the tax owed.

         5.3 Code Section 409A Transition Election and Other Related Rules.

         (a)      Election General Rules

                  At a time and in a manner prescribed by the Administrative
                  Committee, Participants who are actively employed on March 1,
                  2007, shall be eligible to make an election to receive SERP
                  Benefits in the form described in Section 5.2(a) or in the
                  form described in Section 5.3(c) below. In the event a
                  Participant designated in accordance with the preceding
                  sentence fails to make such election for any reason, including
                  but not limited to death, such Participant's SERP Benefit
                  shall be in the form described in Section 5.2(a).

         (b)      Transitioning Participants Electing Installments.

                  The following provisions apply to Participants described in
                  Section 5.3(a) who have elected the form of payment described
                  in Section 5.2(a) or are deemed to have made such election.

                  (1)      General Rules. The first installment payment shall
                           commence as of January 1, 2008 or later and shall
                           otherwise be paid in accordance with Section 5.2(b).
                           If a Participant commences payment of SERP Benefits
                           in conjunction with his benefit under the Pension
                           Plan prior to January 1, 2008, such SERP Benefit
                           shall be payable for the remainder of 2007 in monthly
                           increments starting at the same time and payable in
                           the same form elected by the Participant under the
                           Pension Plan. With respect to a Participant subject
                           to the preceding sentence, the Participant's
                           Single-Sum Amount shall be computed as of the first
                           day of the second full calendar month following the
                           Participant's Separation from Service and shall be
                           decreased by any monthly benefits actually paid to
                           the Participant or a Provisional Payee and increased
                           by Earnings. For the avoidance of doubt, a
                           Participant subject to this Section 5.3(b)(1) whose
                           SERP Benefit payments start prior to January 1, 2008
                           will receive his first installment on January 1,
                           2008, and subsequent installments will be paid as of
                           the next nine anniversaries of that payment.

                  (2)      Installment Payment Commencement for Key Employees.
                           If a Participant to which Section 5.3(b) applies is a
                           Key Employee, such Participant shall be subject to
                           the Key-Employee Delay and the first installment
                           payment made in accordance with Section 5.3(b)(1)
                           shall be as of the first day of the seventh full
                           calendar month following the Participant's Separation


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                           from Service but in no event earlier than as of
                           January 1, 2008. If such a Key Employee retires in
                           2007 and commences his SERP Benefit in conjunction
                           with his benefit under the Pension Plan before 2008,
                           such Key Employee's SERP Benefit shall be paid in
                           monthly increments starting at the same time and
                           payable in the same form elected by the Participant
                           under the Pension Plan until his first installment is
                           paid in accordance with the preceding sentence. Under
                           no circumstances are payments of SERP Benefits made
                           in conjunction with the Pension Plan commencing in
                           2007 subject to the Key-Employee Delay. For the
                           avoidance of doubt, a Participant subject to this
                           Section 5.3(b)(2) whose SERP Benefit payments start
                           prior to 2008 shall receive his first installment as
                           of the later of January 1, 2008 or the first day of
                           the seventh full calendar month following the
                           applicable Key-Employee Delay; subsequent
                           installments will be paid as of the first day of the
                           next nine calendar years.

                  (3)      Death of Participant

                           (A)      Death Before Retirement. The provisions of
                                    Section 5.2(c)(2) apply to a Participant
                                    described in this Section 5.3(b) who dies
                                    while actively employed. The Provisional
                                    Payee of such a Participant who dies prior
                                    to December 1, 2007 and could have commenced
                                    payments in 2007 shall receive prior to the
                                    first installment a survivor benefit in
                                    accordance with the form of benefit elected
                                    by the Participant or deemed elected under
                                    the Pension Plan as applicable. Thereafter,
                                    the Provisional Payee shall receive the
                                    installment payments the Participant would
                                    have received under Section 5.3(b)(1).

                           (B)      Death After Retirement. The provisions of
                                    Section 5.2(c)(1) apply to a Participant
                                    described in this Section 5.3(b) who is
                                    retirement eligible and dies after
                                    Separation from Service. However, the
                                    Provisional Payee of any Participant who
                                    commences SERP Benefits in 2007 in
                                    conjunction with his benefit under the
                                    Pension Plan and who dies during 2007 prior
                                    to payment of his first installment shall
                                    receive prior to such first installment a
                                    survivor benefit in accordance with the form
                                    of benefit elected by the Participant or
                                    deemed elected under the Pension Plan as
                                    applicable. Thereafter, installment payments
                                    that the Participant would have received
                                    shall be paid to the Participant's
                                    Designated Beneficiary.

         (c)      Transitioning Participants Electing Annuity Forms.

                  The following rules apply to Participants described in Section
                  5.3(a) who have elected the annuity form of payment set forth
                  in subparagraph (1) below subject to the provisions of
                  subparagraphs (2)-(5).

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                  (1)      General Rule. At a time and in a manner determined by
                           the Administrative Committee during 2007, such a
                           Participant may elect to receive his SERP Benefit in
                           the form of a single life annuity, 50% joint and
                           survivor annuity, 100% joint and survivor annuity,
                           50% joint and survivor annuity with pop-up, or 100%
                           joint and survivor annuity with pop-up (and with
                           respect to SEPCO Employees those other forms
                           available under the Pension Plan except any form
                           coordinated with payment of Social Security
                           benefits). In the event that a Participant elects an
                           annuity but fails to designate a form, such
                           Participant shall be deemed to have designated a
                           single life annuity. These annuity forms shall be as
                           described in the Pension Plan and if a form other
                           than a single life annuity is selected, the SERP
                           Benefit payable will be adjusted as described in the
                           Pension Plan. Payments shall commence as of the first
                           day of the first full calendar month following the
                           Participant's Separation from Service.

                  The Participants who have elected the form of payment
                  described in this Section 5.3(c) shall receive an additional
                  payment equal to (A) and (B) below. Subsequent payments shall
                  be adjusted as provided in subsection (C) below.

                                    (A) The amount necessary to pay the tax due
                                    under the Federal Insurance Contributions
                                    Act (FICA) with respect to the accrued SERP
                                    Benefit determined in accordance with the
                                    requirements under Treasury Regulation
                                    Section 31.3121(v)(2) upon retirement (or
                                    such other appropriate "resolution date" as
                                    defined under Treasury Regulation Section
                                    31.3121(v)(2)) calculated in accordance with
                                    Section 5.1;

                                    (B) The amount estimated to pay the Federal
                                    and State income tax withholding liability
                                    due on the amount paid under subsection (A)
                                    above plus the amount of Federal and State
                                    income tax withholding liability due on the
                                    amount paid under this subsection (B); and

                                    (C) An adjusted monthly benefit determined
                                    in a manner and on an actuarially equivalent
                                    basis in accordance with the methodology and
                                    assumptions used to calculate the tax due
                                    under subsection (A) above which takes into
                                    account the amounts paid under subsections
                                    (A) and (B) above and the form of benefit
                                    elected by the Participant.

                                     - 12 -
<PAGE>

                  (2)      Form of Annuity

                           (A)      Pre-2008 Commencement. Notwithstanding
                                    Section 5.3(c)(1), if a Participant to which
                                    this Section 5.3(c) applies retires in 2007
                                    and commences receipt of his SERP Benefit in
                                    conjunction with his benefit under the
                                    Pension Plan before January 1, 2008, the
                                    Participant's SERP Benefit shall be payable
                                    only in the form elected under the Pension
                                    Plan and shall be calculated using the same
                                    annuity form of payment factors as provided
                                    for under the terms of the Pension Plan as
                                    in effect during 2007.

                           (B)      Post-2007 Commencement. Any Participant to
                                    which this Section 5.3(c) applies who has
                                    not commenced payment of his SERP Benefit
                                    prior to 2008 may change the form of payment
                                    elected in Section 5.3(c)(1) to another
                                    permitted form described in that Section at
                                    a time and in a manner prescribed by the
                                    Administrative Committee. If the form of
                                    payment is changed, the SERP Benefit payable
                                    pursuant to the original election will be
                                    actuarially adjusted using the Actuarial
                                    Basis to reflect the new form selected.

                  (3)      Key Employee Rules. If a Participant to which this
                           Section 5.3(c) applies is a Key Employee and the
                           commencement date of his SERP Benefit is on or after
                           January 1, 2008, such Participant will be subject to
                           the Key-Employee Delay and shall receive a lump-sum
                           payment as of the first day of the seventh full month
                           following the Participant's Separation from Service
                           in an amount equal to six (6) monthly payments due to
                           the Participant under the Plan, plus the monthly
                           payment then due to the Participant for the seventh
                           month. Thereafter, the appropriate monthly benefit
                           shall be paid to the Key Employee and his Provisional
                           Payee, if any. If such a Participant is a Key
                           Employee and the commencement date of his SERP
                           Benefit is before January 1, 2008, the SERP Benefit
                           shall be paid in accordance with Section
                           5.3(c)(2)(A); the Key-Employee Delay will not apply.
                           If a Key Employee dies during the Key-Employee Delay,
                           the Designated Beneficiary shall receive any benefits
                           that would have been paid if there were no
                           Key-Employee Delay up to the date of death as of the
                           first of the month following the Participant's death
                           or as soon as practicable thereafter. Interest shall
                           not be added to such benefits. In addition, if such
                           deceased Key Employee elected a form of payment
                           providing for payment to continue to a Provisional
                           Payee pursuant to Section 5.3(c)(1), subject to
                           Section 5.3(c)(2), those payments will begin as of
                           the first of the month following such Key Employee's
                           death or as soon as practicable thereafter.

                  (4)      Death of Participant

                           (A)      Death After Retirement. If a
                                    retirement-eligible Participant to which
                                    Section 5.3(c)(1) applies dies after


                                     - 13 -
<PAGE>

                                    Separation from Service, such Participant's
                                    Provisional Payee, if any, shall receive
                                    monthly payments for the remainder of the
                                    Provisional Payee's life based on the
                                    annuity form of payment the Participant
                                    elected or is deemed to have elected
                                    pursuant to Section 5.3(c)(1), subject to
                                    Section 5.3(c)(2). Such Payments will
                                    commence as of the first of the month
                                    following such Participant's death or as
                                    soon as practicable thereafter.

                           (B)      Death Before Retirement. If a Participant to
                                    which Section 5.3(c) applies dies while
                                    actively employed and has a vested benefit
                                    in the Pension Plan, then Section 5.2(c)(2)
                                    shall apply.

                  (5)      QPSA Charges Waived. Any benefit paid in accordance
                           with this Section 5.3(c) shall be calculated without
                           regard to the charge associated with any Qualified
                           Pre-retirement Survivor Annuity form elected.

         (d)      Inactive Employee Transition Election

                  In the event a Participant has Separated from Service and is
                  eligible to receive a SERP Benefit on or before March 1, 2007
                  but has deferred commencement until after March 1, 2007, such
                  Participant must make an election in accordance with Section
                  5.3(a) at a time and in a manner prescribed by the
                  Administrative Committee and must commence payment by no later
                  than January 1, 2008. The requirements of Section 5.3(b) or
                  Section 5.3(c) (ignoring the fact that the Participant
                  previously incurred a Separation from Service) apply as the
                  case may be based on the Participant's ultimate election under
                  Section 5.3(a). If a Participant dies before making an
                  election under this Section 5.3(a), SERP Benefit payments
                  shall be made consistent with Section 5.3(b)(3)(B) if the
                  Participant dies prior to making his election to commence his
                  SERP Benefit in conjunction with the commencement of his
                  benefit under the Pension Plan or shall be made consistent
                  with Section 5.3(c)(4)(A) if made after making his election to
                  commence his SERP Benefit in conjunction with the commencement
                  of his benefit under the Pension Plan.

         (e)        Survivor Benefits in the case of Pre-effective Date Deaths.
                    If a Participant died prior to March 1, 2007 while actively
                    employed and had a vested benefit in the Pension Plan, the
                    Provisional Payee, if any, shall receive the form of benefit
                    provided under the Pension Plan commencing at the same time
                    the Provisional Payee would receive a survivor benefit under
                    the Pension Plan.

         5.4 Allocation of SERP Benefit Liability. In the event that a
Participant eligible to receive a SERP Benefit has been employed at more than
one Affiliated Employer, the SERP Benefit liability shall be apportioned so that
each such Affiliated Employer is obligated in accordance with Section this 5.4
to cover the percentage of the total SERP Benefit as determined below. Each
Affiliated Employer's share of the SERP Benefit liability shall be calculated by
multiplying the SERP Benefit by a fraction where the numerator of such fraction
is the base rate of pay, as defined by the Administrative Committee, received by


                                     - 14 -
<PAGE>

the Participant at the respective Affiliated Employer on his date of termination
of employment or transfer, as applicable, multiplied by the Accredited Service
earned by the Participant at the respective Affiliated Employer and where the
denominator of such fraction is the sum of all numerators calculated for each
respective Affiliated Employer by which the Participant has been employed.

         5.5 Funding of Benefits. Except as expressly limited under the terms of
the Trust, the Company shall not reserve or otherwise 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 Company.
Participants shall only have the status of a general, unsecured creditor of the
Company.

         5.6 Withholding. There shall be deducted from the payment of any SERP
Benefit due under the Plan the amount of any tax required by any governmental
authority to be withheld and paid over by the Company to such governmental
authority for the account of the Participant or Designated Beneficiary entitled
to such payment.

         5.7 Recourse Against Deferred Compensation Trust. 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 Benefits Protection Plan) disputes
the calculation of his SERP Benefit, the Participant has recourse against the
Company, the Affiliated Employer by which the Participant is or was employed, if
different, the Plan, and the Trust for payment of benefits to the extent the
Trust so provides.

         5.8 Change in Control. The provisions of the Change in Control Benefits
Protection Plan are incorporated herein by reference to determine the occurrence
of a change in control or preliminary change in control of Southern Company 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 Benefits Protection Plan are likewise incorporated herein.


                           ARTICLE VI - MISCELLANEOUS

         6.1 Assignment. Neither the Participant, his Designated Beneficiary,
nor his legal representative shall have any rights to sell, assign, transfer, or
otherwise convey the right to receive the payment of any SERP Benefit due
hereunder, which payment and the right thereto are expressly declared to be
nonassignable and nontransferable. Any attempt to assign or transfer the right
to payment under the Plan shall be null and void and of no effect.

         6.2 Amendment and Termination. Except for the provisions of Section 5.8
hereof, which may not be amended following a "Southern Change in Control" or
"Subsidiary Change in Control" (as defined in the Change in Control Benefits
Protection Plan), the Plan may be amended or terminated at any time by the Board
of Directors, provided that no amendment or termination shall cause a forfeiture
or reduction in any benefits accrued as of the date of such amendment or
termination. The Plan may also be amended by the Administrative Committee (a) if
such amendment does not involve a substantial increase in cost to any Affiliated
Employer, or (b) as may be necessary, proper, or desirable in order to comply
with laws or regulations enacted or promulgated by any federal or state
governmental authority.

                                     - 15 -
<PAGE>

         6.3 No Guarantee of Employment. Participation hereunder shall not be
construed as creating any contract of employment between an Affiliated Employer
and a Participant, nor shall it limit the right of an Affiliated Employer to
suspend, terminate, alter, or modify, whether or not for cause, the employment
relationship between the Affiliated Employer and a Participant.

         6.4 Construction. This Plan shall be construed in accordance with and
governed by the laws of the State of Georgia, to the extent such laws are not
otherwise superseded by the laws of the United States.


         IN WITNESS WHEREOF, the amended and restated Plan has been executed by
a duly authorized officer of Southern Company Services, Inc. pursuant to
resolutions of the Board of Directors of Southern Company Services, Inc. this
30th day of March, 2007.


                                 SOUTHERN COMPANY SERVICES, INC.

                                 By: /s/Robert A. Bell

                                 Its:  Senior Vice President H. R. Services

Attest:


By:      /s/Patricia L. Roberts

Its:     Secretary



                                     - 16 -
<PAGE>



                                   APPENDIX A

                        THE SOUTHERN COMPANY SUPPLEMENTAL
                            EXECUTIVE RETIREMENT PLAN

                   AFFILIATED EMPLOYERS AS OF JANUARY 1, 2005


         Alabama Power Company
         Georgia Power Company
         Gulf Power Company
         Mississippi Power Company
         Savannah Electric and Power Company (until merged into Georgia Power
         Company effective July 1, 2006) Southern Communications Services, Inc.
         Southern Company Energy Solutions, LLC
         Southern Company Services, Inc.
         Southern Nuclear Operating Company, Inc.