Exhibit 10(a)72









                                 THE SOUTHERN COMPANY
                                 PERFORMANCE PAY PLAN

                               As Amended and Restated
                              Effective January 1, 1993







               ARTICLE        DESCRIPTION                              PAGE

                  I           Definitions . . . . . . . . . . . . . . .   2

                  II          Participation . . . . . . . . . . . . . .   5

                  III         Funding of Incentive Pay Awards . . . . .   7

                  IV          Incentive Pay Award Opportunities . . . .  10

                  V           Administration of Plan  . . . . . . . . .  12

                  VI          Miscellaneous Provisions  . . . . . . . .  14







                                 THE SOUTHERN COMPANY
                                 PERFORMANCE PAY PLAN

                                       Purposes

               The  purposes of the Performance  Pay Plan are  to focus the
          attention and efforts of  employees on goals which have  a direct
          and  significant  influence  on  individual,  organizational  and
          corporate performance; to improve the correlation between pay and
          performance for the achievement of individual, organizational and
          corporate  goals; and  to  provide the  potential  for levels  of
          compensation  that  will enhance  the  ability  of the  Operating
          Companies to attract, retain,  and motivate employees.   In order
          to achieve these objectives, the Performance Pay Plan is intended
          to pay  additional compensation to eligible  employees based upon
          individual,  organizational  and  corporate  performance.    Such
          compensation  shall  be paid  out of  the  general assets  of The
          Southern  Company.  No  benefits under  the Performance  Pay Plan
          shall be deferred  or held in trust  for the benefit  of eligible
          employees.   The Performance Pay  Plan is  not intended to  be an
          employee  benefit plan or any other plan subject to regulation by
          the Employee Retirement Income Security Act of 1974.

               The Performance  Pay Plan was established  effective January
          1, 1989 and was  first amended and restated effective  January 1,
          1991.   The Board of Directors of Southern Company Services, Inc.
          now  desires to  amend and  restate the  Performance Pay  Plan to
          incorporate numerous changes  including provisions modifying  the
          allocation  of  funds  under  the  Performance  Pay  Plan.    The
          effective   date  of   this   amendment  and   restatement   (the
          "Restatement Effective  Date") of the Performance  Pay Plan shall
          be January 1, 1993




















                                        - 1 -







                                      ARTICLE I

                                     Definitions

               For  purposes of  the  Performance Pay  Plan, the  following
          terms  shall  have the  following  meanings,  unless a  different
          meaning is plainly required by the context:

               1.1  "Annual Salary" shall mean with respect to  Non-Covered
          Employees the base salary  or wages paid to a  Participant before
          deductions  for  taxes,  social  security,  etc.,  including  all
          amounts  contributed  by an  Operating  Company  to The  Southern
          Electric System  Flexible Benefits  Plan or The  Southern Company
          Flexible  Benefits  Plan  on  behalf of  a  Participant,  amounts
          contributed  by any  Operating  Company to  The Southern  Company
          Employee Savings Plan as Elective Employer Contributions, as said
          term  is  defined  in  Section   4.1  therein,  pursuant  to  the
          Participant's exercise of his  deferral option made in accordance
          with  Section 401(k)  of the Internal  Revenue Code,  and amounts
          contributed to  the Deferred  Compensation Plan for  The Southern
          Electric  System, but  excluding  all awards  under The  Southern
          Company   Performance  Pay   Plan   and   The  Southern   Company
          Productivity Improvement  Plan, overtime pay,  shift differential
          and substitution pay.  With respect to Covered Employees, "Annual
          Salary" shall be defined in the Covered Employee Plan established
          by an Operating Company for the benefit of Covered Employees.

               1.2  "Board of Directors" shall  mean the Board of Directors
          of Southern Company Services, Inc.

               1.3  "Company  Goal Funding  Rate"  shall mean  the rate  at
          which funding of  the Incentive  Pay Award Pool  is achieved  for
          each of the Company  Goals, which rates shall be  established and
          committed to writing by no later than the end of each Performance
          Period by The Southern Company Management Council.

               1.4  "Company  Goals"  shall mean  the  Organizational Goal,
          Customer Satisfaction  Goal, Competitive  Cost Goal  and Earnings
          Goal, as is applicable.

               1.5  "Covered  Employee"   shall  mean  an  employee  of  an
          Operating  Company covered by  a collective  bargaining agreement
          between  the  Operating Company  and  a union  or  other employee
          representative who participates in a Covered Employee Plan.

               1.6  "Covered Employee Plan" shall mean a performance  based
          plan  established for  the  benefit of  Covered  Employees by  an
          Operating Company pursuant to  a collective bargaining  agreement
          which plan is maintained in conjunction with this Performance Pay
          Plan.


                                        - 2 -







               1.7  "Earnings Thresholds" shall  mean The Southern  Company
          Earnings Threshold  and the Operating  Company Earnings Threshold
          set forth at Section 3.1 of the Plan.

               1.8  "Effective  Date"  shall mean  January  1,  1989.   The
          "Restatement Effective Date" shall mean January 1, 1993.

               1.9  "Funding  Unit"  shall  mean each  organizational  unit
          established by an Operating Company  for which Company Goals  are
          established and assessed for the purpose of paying Incentive  Pay
          Awards.

               1.10 "Funding   Unit   Head"  shall   mean   the  individual
          responsible for managing a Funding Unit.

               1.11 "Grade" shall  mean the evaluation  assigned under  the
          job evaluation system.

               1.12 "Grade Value" shall  mean with  respect to  Non-Covered
          Employees  the assigned  dollar  value within  the Annual  Salary
          range for a  Grade Level in a  Performance Period and upon  which
          Incentive  Pay  Awards are  based.   Grade Values  of Non-Covered
          Employees who  commence service  during a Performance  Period and
          Grade  Values  of  Non-Covered   Employees  who  terminate  their
          employment for one of the reasons set forth in Section 2.1(b)(1)-
          (4)  shall be prorated based  upon their date  of commencement or
          termination of service with their Operating Company in accordance
          with Schedule I or Schedule II, as appropriate.  With  respect to
          Covered Employees,  "Grade Value" shall be defined in the Covered
          Employee Plan established by the  Operating Company in which such
          Covered Employee participates.

               1.13 "Incentive Pay Award" shall  mean the amount awarded to
          a Participant in accordance with Article IV.

               1.14 "Incentive Pay Award Pool" shall mean the pool of funds
          established in accordance with Article III either for the benefit
          of Non-Covered Employees or for the benefit of Covered Employees,
          respectively,  and which  funds are  allocated to  each Operating
          Company.

               1.15 "Non-Covered Employee" shall mean each active full-time
          and  regular   part-time  employee   of  an   Operating  Company,
          regardless  of their  classification as  an exempt  or non-exempt
          employee, who is not covered by a collective bargaining agreement
          between  their Operating  Company and a  union or  other employee
          representative.    The  term  "Non-Covered  Employee"  shall  not
          include  any  person who  is  a  temporary employee,  cooperative
          employee or a contractor  of an Operating Company.   In addition,
          the  term  "Employee"  shall  not  include  any  employee who  is
          eligible  to participate  in  any incentive  compensation program

                                        - 3 -







          maintained by  his Operating  Company that  specifically provides
          that  an eligible  employee  under  such  program  shall  not  be
          entitled to also receive Incentive Pay Awards under this Plan.

               1.16 "Operating  Companies"  shall  mean   Southern  Company
          Services,  Inc.,  or  any  affiliate  or  subsidiary  (direct  or
          indirect)  of The Southern Company,  which the Board of Directors
          may from time  to time  determine to be  eligible to  participate
          under the Plan and which shall  adopt the Plan, and any successor
          of  any such affiliate or subsidiary.  The Operating Companies as
          of  the Restatement Effective Date are as follows:  Alabama Power
          Company, Georgia Power  Company, Gulf Power Company,  Mississippi
          Power  Company,  Savannah  Electric and  Power  Company, Southern
          Company  Services, Inc. and  Southern Nuclear  Operating Company,
          Inc.

               1.17 "Participant"  shall mean  all Non-Covered  and Covered
          Employees who satisfy the criteria set forth in Article II.

               1.18 "Performance  Period" shall  mean each  12-month period
          commencing on the first day of January and ending on the last day
          of December next following.

               1.19 "Plan" shall mean The  Southern Company Performance Pay
          Plan, as described herein or as from time to time amended.

               1.20 "Plan Administrator" shall mean Compensation Department
          of each Operating Company.

               1.21 "ROE" shall mean return on equity.

               1.22 "The Southern  Company Earnings  Test"  shall mean  the
          test set forth at Section 3.2(b) of the Plan.

               1.23  "The Southern Company  Earnings Threshold"  shall mean
          the percentage ROE determined under Section 3.1(a).

               1.24 "Threshold for Funding" shall mean the minimum level of
          performance established for each of  the Company Goals before the
          commencement of  each Performance Period by  The Southern Company
          Management Council.

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







                                        - 4 -







                                      ARTICLE II

                                    Participation

               2.1  Non-Covered Employees.  All Non-Covered Employees of an
          Operating  Company shall be  eligible to participate  in the Plan
          and receive Incentive Pay Awards.

               (a)  Non-Covered  Employees  who  commence  service  with an
                    Operating Company  after January 1 and  before December
                    15 of a Performance Period shall be eligible to receive
                    Incentive  Pay Awards  in  the same  proportion as  the
                    ratio  of  the  number  of  months  employed  during  a
                    Performance Period bears to  the total number of months
                    in a  Performance Period.  For  purposes of calculating
                    the number  of months  of employment with  an Operating
                    Company under this Section 2.1:

                    (1)  Non-Covered  Employees  whose  effective  date  of
                         employment is on or  before the fourteenth  (14th)
                         day of a month shall be considered Employees as of
                         the first day of such month; and

                    (2)  Non-Covered  Employees  whose  effective  date  of
                         employment is on or after the fifteenth (15th) day
                         of a month shall not be considered Employees until
                         the first day of the next succeeding month.

                    Non-Covered   Employees   whose   effective   date   of
                    employment is on or after  December 15 of a Performance
                    Period shall  not be eligible to  participate until the
                    next succeeding Performance Period.

               (b)  Non-Covered   Employees   whose   employment  with   an
                    Operating  Company is  terminated during  a Performance
                    Period  for  one  of  the following  reasons  shall  be
                    eligible  to receive  an Incentive  Pay Award  for such
                    Performance Period on a pro-rata basis:

                    (1)  retirement,

                    (2)  total  disability  (as  determined  by  the Social
                         Security Administration),

                    (3)  death, or

                    (4)  termination of employment,  but only in the  event
                         the Participant shall transfer to or be reemployed
                         by  Southern  Electric International,  Inc. during
                         such Performance Period.


                                        - 5 -







                    The pro-rata amount of an Incentive Pay Award shall  be
                    determined  for the  Performance  Period in  which such
                    termination described above occurs  by a fraction which
                    is the number of months of employment with an Operating
                    Company during the  Performance Period, divided by  the
                    total  number of months in the Performance Period.  For
                    purposes  of  calculating  the  number  of   months  of
                    employment with an Operating Company under this Section
                    2.(1)(b) for  a Non-Covered Employee  whose service  is
                    terminated for one of the reasons described above:

                    (1)  The  month  in  which  the  Non-Covered Employee's
                         service terminates shall not be considered if such
                         terminating   event  occurs   on  or   before  the
                         fourteenth (14th) day of the month; and

                    (2)  The  month  in  which the  Non-Covered  Employee's
                         service terminates  shall  be considered  if  such
                         terminating event occurs on or after the fifteenth
                         (15th) day of the month.

                    A  Non-Covered  Employee   whose  employment  with   an
                    Operating  Company is  terminated during  a Performance
                    Period for any reason other the reasons described above
                    shall not be eligible to receive an Incentive Pay Award
                    for such Performance Period.

               2.2  Covered  Employees.    All  Covered  Employees   of  an
          Operating Company who are  covered under a Covered Employee  Plan
          shall not be  eligible to participate in  the Plan, but  shall be
          eligible  to  participate in  the  Covered Employee  Plan  and to
          receive Incentive Pay Awards in accordance with the terms of such
          Covered Employee Plan.



















                                        - 6 -








                                     ARTICLE III

                           Funding of Incentive Pay Awards


               3.1  Earnings  Thresholds.  Incentive  Pay Award Pools shall
          be eligible for funding  for the Performance Period in  an amount
          determined  in accordance with this  Article III of  the Plan for
          each Operating  Company, provided both of  the following Earnings
          Thresholds are achieved:

               (a)  Southern  Company Earnings  Threshold  -  The  Southern
                    Company achieves earnings during the Performance Period
                    equal to or greater than a percentage return on equity,
                    which percentage is designated by The Southern  Company
                    Management Council  by no  later than  the end  of each
                    Performance  Period and which percentage and its dollar
                    equivalent shall be set forth on Schedule III; and

               (b)  Operating  Company Earnings Threshold  - Each Operating
                    Company achieves earnings during the Performance Period
                    equal to or greater than a percentage return on equity,
                    which percentage is designated  by The Southern Company
                    Management Council  by no  later than  the end of  each
                    Performance Period and which percentage  and its dollar
                    equivalent shall be set forth on Schedule IV.

          If, during the Performance  Period, The Southern Company Earnings
          Threshold is not satisfied,  no Incentive Pay Award Pool  for any
          Operating  Company shall be eligible for funding.  If, during the
          Performance  Period, The  Southern Company Earnings  Threshold is
          satisfied,  but  an  Operating   Company  fails  to  satisfy  its
          Operating  Company Earnings  Threshold, such  Operating Company's
          Incentive Pay  Award Pool shall not be eligible for funding.  If,
          during  the Performance  Period,  The  Southern Company  Earnings
          Threshold is  satisfied and  the Operating Company  satisfies its
          Operating  Company Earnings  Threshold, such  Operating Company's
          Incentive  Pay  Award Pools  shall  be  eligible for  funding  in
          accordance with this Article III.

               3.2  Funding for Non-Covered Employee Participants.  Subject
          to  Paragraph (c)  of  this Section  3.2,  Plan funding  for  the
          Incentive  Pay Award  Pool  benefiting Non-Covered  Employees for
          each  Operating Company  shall  equal for  any given  Performance
          Period  the funding achieved under the Company Goals set forth in
          Paragraph (a) below, unless such amount is reduced by application
          of  The Southern Company Earnings Test set forth in Paragraph (b)
          below.



                                        - 7 -







               (a)  Company Goals.  Each of the Company Goals provides  for
                    a  Threshold for  Funding,  which must  be achieved  in
                    order to obtain funding under any particular Goal.  The
                    Threshold for Funding and the Company Goal Funding Rate
                    shall  be designated by no  later than the  end of each
                    Performance  Period by The  Southern Company Management
                    Council on Schedule V.  Funding under each Company Goal
                    shall  be calculated  at  the end  of each  Performance
                    Period in accordance with Appendix A.

               (b)  The Southern  Company  Earnings  Test.    The  Southern
                    Company Earnings Test shall be applied, as set forth in
                    Appendix B, at  the end of  each Performance Period  to
                    total  amount  calculated  for each  Operating  Company
                    under the Company Goals.

               (c)  If  a Non-Covered  Employee Participant  transfers from
                    one  Funding  Unit to  another  Funding  Unit during  a
                    Performance  Period, the  transferee Funding  Unit will
                    fund  such Participant's  Incentive Pay  Award  for the
                    entire  Performance  Period,  and  shall  include  such
                    Participant's  Grade Value  in the  calculation of  the
                    Incentive  Pay Award  Pool  for the  transferee Funding
                    Unit  without   prorating  the  Grade  Value   of  such
                    Participant for the Performance Period.

               3.3  Funding  for  Covered  Employee  Participants.     With
          respect to  a Covered  Employee  Plan sponsored  by an  Operating
          Company,  such  Plan  shall be  funded  in  accordance  with this
          Section 3.3.

               (a)  A Covered  Employee Plan shall be  eligible for funding
                    provided the Earnings  Thresholds set forth in  Section
                    3.1 are satisfied.

               (b)  Provided  the Incentive  Pay Award  Pool for  a Covered
                    Employee Plan  is eligible for  funding under Paragraph
                    (a) above, the Incentive  Pay Award Pool for a  Covered
                    Employee Plan  shall be  funded in accordance  with its
                    terms,  except that  the maximum  dollar amount  of the
                    Incentive Pay Award Pool  for the Covered Employee Plan
                    shall  be subject to and may be limited by The Southern
                    Company Earnings Test.









                                        - 8 -







               3.4  Extraordinary  Item  Exception.   If  requested  by  an
          Operating  Company,  at the  discretion  of  the Chief  Executive
          Officer of The Southern Company, the Incentive Pay Award Pool for
          a  Performance  Period may  be calculated  without regard  to any
          extraordinary item of  income or  expense ("Extraordinary  Item")
          incurred  by  The  Southern  Company or  any  Operating  Company,
          provided such determination  is made  prior to the  close of  the
          Performance  Period.   If  the  Chief  Executive Officer  of  The
          Southern  Company approves  an  Extraordinary Item,  it shall  be
          identified in Schedule VI, and, in addition, an explanation as to
          how  such Extraordinary Item shall impact upon the funding of the
          Plan  and the Incentive Pay  Award Pool of  the Operating Company
          requesting approval of the Extraordinary Item  shall be set forth
          therein.

               3.5  Appliance Sales  Performance Plan.  The  portion of the
          Incentive Pay Award Pool  otherwise distributable under the terms
          of  the Plan  on behalf  of Non-Covered  Employees of  Gulf Power
          Company shall be reduced by the amount necessary (the  "Necessary
          Amount")  to   fund  the  Gulf  Power   Company  Appliance  Sales
          Performance Pay Plan (hereinafter referred to as the "Gulf Plan")
          as determined by the executive committee (as that term is defined
          under  the Gulf Plan)  of the Gulf  Plan.  Such  Necessary Amount
          shall be distributed directly to the Gulf Plan from the Incentive
          Pay Award  Pool and  shall be  further distributed in  accordance
          with the  terms of the Gulf  Plan.  The portion  of the Incentive
          Pay Award Pool otherwise  payable on behalf of Employees  of Gulf
          Power Company but not payable to the Gulf Plan in accordance with
          this  Section   3.5  shall  be  subject  to  and  distributed  in
          accordance  with the provisions of this Plan.  Except as provided
          in Section 3.5(a)  below, in no event shall a  Gulf Power Company
          Appliance  Sales Department  employee  be entitled  to receive  a
          distribution from both this Plan and the Gulf Plan.

               (a)  If  an employee  of  the Gulf  Power Company  Appliance
                    Sales Department transfers between the  Appliance Sales
                    Department and another department of Gulf Power Company
                    or another  Operating Company,  such employee  shall be
                    entitled to receive a pro-rata award under the Plan for
                    that portion  of the  Performance Period in  which such
                    employee participates in the Plan.  The accrual rate of
                    the pro-rata award to be awarded to such employee under
                    this Section  3.5(a) shall be determined  in accordance
                    with Schedule I of the Plan.

               (b)  Grade Values for employees  transferring to or from the
                    Appliance  Sales  Department  as described  in  Section
                    3.5(a)  above   shall  be   prorated  based  upon   the
                    employee's time of participation in this Plan.

               3.6  Determination of Funding Amount.  Funding in accordance
          with this Article III shall be fixed in all events by the  end of
          each Performance Period.


                                        - 9 -








                                      ARTICLE IV

                          Incentive Pay Award Opportunities

               4.1  Non-Covered Employee Participants.

               (a)  The  Incentive Pay  Award  Pool benefiting  Non-Covered
                    Employee Participants of an Operating Company shall  be
                    allocated   to   each   Funding  Unit   by   the   Plan
                    Administrator  of the  Operating Company  in accordance
                    with performance  goals  established by  the  Operating
                    Company and each of its Funding Unit Heads.  The amount
                    allocated to each Funding  Unit shall then be allocated
                    among  Participants employed  in such  Funding Unit  in
                    accordance with individual, team, departmental or other
                    criteria  established by  the  respective Funding  Unit
                    Head.  All Funding Unit Heads for  a Performance Period
                    shall be identified  before the first  day of the  next
                    succeeding Performance  Period.  The Funding Unit Heads
                    shall  be  responsible  for  publishing   the  criteria
                    established for  the purpose of allocating  its portion
                    of the  Incentive Pay Award Pool  attributable to their
                    respective Funding Units within  a reasonable period of
                    time after commencement of each Performance Period, and
                    shall  also  communicate  such  criteria  to  the  Plan
                    Administrator prior  to the  close of each  Performance
                    Period.

               (b)  The Plan Administrator shall be solely responsible  for
                    calculating  each Participant's Incentive Pay Award and
                    distributing  such Incentive  Pay  Award in  accordance
                    with  the  criteria  established  by the  Funding  Unit
                    Heads.

               (c)  The  Plan  Administrator  shall  endeavor  to  pay  the
                    Incentive Pay  Awards for  a Performance Period  to the
                    Participants not  later than  two and one-half  (2 1/2)
                    months following the close of the preceding Performance
                    Period,  or  such  shorter  or longer  period  of  time
                    following the close of the preceding Performance Period
                    as may be  required under the Internal Revenue  Code to
                    preserve the federal income tax deduction for Incentive
                    Pay  Awards  paid  with  respect  to  such  Performance
                    Period.  The Incentive Pay Award payment  shall be made
                    in cash or its functional equivalent and the receipt of
                    such payment may not  be deferred at the option  of the
                    Participant.   In  the event  of a  Participant's death
                    prior to the payment of any Incentive Pay Award payable
                    to the  Participant, such amount  shall be paid  to the
                    estate of the Participant.

                                        - 10 -







               4.2  Covered Employee Participants.

               (a)  The   Incentive  Pay  Award   Pool  benefiting  Covered
                    Employees  of an  Operating Company shall  be allocated
                    among  Covered  Employee  Participants in  the  Covered
                    Employee  Plan in  accordance  with the  terms of  such
                    Covered Employee Plan.

               (2)  The Plan Administrator shall be solely responsible  for
                    calculating   and   distributing   each   Participant's
                    Incentive Pay Award in accordance with the terms of the
                    Covered  Employee  Plan in  which the  Covered Employee
                    Participant participates.







































                                        - 11 -









                                      ARTICLE V

                                Administration of Plan

               
               5.1  Employment of Agents.   The Plan Administrator shall be
          responsible for  the  daily administration  of the  Plan and  may
          appoint other persons  or entities  to perform or  assist in  the
          performance of any of its fiduciary duties, subject to its review
          and approval.   The Plan  Administrator shall have  the right  to
          remove any such  appointee from his  position without cause  upon
          notice.  Any  person, group  of persons, or  entity may serve  in
          more than one fiduciary capacity.  

               5.2  Record Keeping and Reporting.

               (a)  The Plan Administrator shall maintain permanent records
          and  accounts of  Participants and  shall be responsible  for all
          receipts,   disbursements,   transfers  and   other  transactions
          concerning the Plan.  Such accounts,  books, and records relating
          thereto shall be open  to inspection and  audit by the Boards  of
          Directors of  the Operating Companies and  any persons designated
          thereby at all reasonable times.

               (b)  The Plan Administrator shall undertake  the preparation
          and  filing  of   all  documents  and   forms  required  by   any
          governmental agency.   The Plan Administrator shall keep all such
          books of account  records, and other data as may be necessary for
          proper administration of the Plan.

               5.3  Responsibilities  in General.   The  Plan Administrator
          shall  administer the Plan in accordance with its terms and shall
          have all powers necessary to carry out the provisions of the Plan
          as  more particularly set  forth herein.   The Plan Administrator
          shall  interpret  the  Plan  and shall  determine  all  questions
          concerning   eligibility,  administration,   interpretation,  and
          application of  the Plan,  and all  such determinations  shall be
          conclusive  and  binding  on  all   Participants  and  interested
          persons.  The Plan Administrator shall adopt such  procedures and
          guidelines as  it deems  necessary and/or desirable  in order  to
          discharge its duties hereunder.









                                        - 12 -







               5.4  Indemnification.      The  Operating   Companies  shall
          indemnify  the Plan  Administrator  against any  and all  claims,
          losses, damages, expenses, and liability arising from its actions
          or omissions, except when  the same is finally adjudicated  to be
          due to  gross negligence or  willful misconduct.   The  Operating
          Companies may purchase at  their own expense sufficient liability
          insurance for the Plan Administrator to cover any and all claims,
          losses, damages, and expenses arising from any action or omission
          in  connection with  the  execution of  the  duties as  the  Plan
          Administrator.

               5.5  Service of  Process.   The Plan Administrator  shall be
          the appointed agent for the service of process.







































                                        - 13 -





                                      ARTICLE VI

                               Miscellaneous Provisions

               6.1  No Right  of Assignment  or  Alienation.   Neither  the
          Participant nor his personal representative shall have any rights
          to commute, sell, assign, transfer or otherwise convey the  right
          to receive  any payments hereunder, which payments and the rights
          thereto  are   expressly  declared   to   be  nonassignable   and
          nontransferable.   Any attempt to assign or transfer the right to
          payments of this Plan shall be void and have no effect.

               6.2  No Trust Requirement.  The Operating Company shall  not
          reserve or otherwise set aside funds for the payments          of
          Incentive Pay Awards under the Plan.

               6.3  Amendment and  Termination  of  Plan.    The  Board  of
          Directors may  terminate the Plan at any time or may from time to
          time amend the Plan;  provided, however, that no  amendment shall
          impair  any rights to payments  which have been  earned under the
          Plan  prior to the termination or amendment.  Notwithstanding the
          foregoing, in  the  event  that the  Plan  is  terminated  before
          funding is fixed at the end of a Performance Period, no Incentive
          Pay Award  shall  be funded,  and accordingly,  no Incentive  Pay
          Awards shall be paid for such Performance Period.

               6.4  Incentive Pay Award as Compensation.  

               (a)  Incentive Pay  Awards made in accordance with  the Plan
          are in addition to any other benefits or compensation to which  a
          Participant  may be  entitled or  for which  he may  be eligible,
          whether  funded or unfunded, by reason of his employment with the
          Operating Company.

               (b)  There shall  be deducted from each  Incentive Pay Award
          to a Participant the amount of any tax required to be withheld by
          any governmental authority and paid over by the Operating Company
          to such governmental authority.

               6.5  Coordination with  Benefit  Plans.   Any Incentive  Pay
          Awards  paid to  a  Participant while  employed  by an  Operating
          Company  shall  not  be  considered  in  the calculation  of  the
          Participant's  benefits under  any  employee  welfare or  pension
          benefit plan maintained by an Operating Company, unless otherwise
          specifically provided therein.

               6.6  Plan Not a Contract.   The Plan shall not  be deemed to
          constitute a contract  between an Operating Company and  any Non-
          Covered or Covered Employee, nor shall anything herein  contained
          be deemed to give  any Non-Covered or Covered Employee  any right
          to be retained in the employ of an Operating Company or interfere
          with the right  of the  Operating Company to  discharge any  Non-
          Covered or  Covered Employee at any time and to treat him without
          regard to the effect  which such treatment might have upon him as
          a Participant.  


                                        - 14 -







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

               IN WITNESS WHEREOF, Southern Company Services, Inc., through
          its  officers duly  authorized,  hereby amends  and restates  The
          Southern  Company   Performance  Pay  Plan  this   _____  day  of
          _________________, _____, to be effective January 1, 1993.

                                        SOUTHERN COMPANY SERVICES, INC.



                                        By:  ____________________________
                                             W. C. Archer III
                                             Vice President

          Attest:



          By:  ___________________________
               Tommy Chisholm
               Secretary

               [CORPORATE SEAL]



























                                        - 15 -







                                 THE SOUTHERN COMPANY
                                 PERFORMANCE PAY PLAN

                                 Amended and Restated
                              Effective January 1, 1993

                                      SCHEDULE I

          Employment Date               Accrual             Factor
          ---------------               -------             ------
          January 1 - January 14        12/12     =          1.00

          January 15 - February 14      11/12     =           .92

          February 15 - March 14        10/12     =           .83

          March 15 - April 14            9/12     =           .75

          April 15 - May 14              8/12     =           .67

          May 15 - June 14               7/12     =           .58

          June 15 - July 14              6/12     =           .50

          July 15 - August 14            5/12     =           .42

          August 15 - September 14       4/12     =           .33

          September 15 - October 14      3/12     =           .25

          October 15 - November 14       2/12     =           .17

          November 15 - December 14      1/12     =           .08

          December 15 - December 31      0/12     =           .00

















                                        - 16 -







                                 THE SOUTHERN COMPANY
                                 PERFORMANCE PAY PLAN

                                 Amended and Restated
                              Effective January 1, 1993

                                     SCHEDULE II

          Termination Date              Accrual             Factor
          ----------------              -------             ------

          December 15 - December 31     12/12     =          1.00

          November 15 - December 14     11/12     =           .92

          October 15 - November 14      10/12     =           .83

          September 15 - October 14      9/12     =           .75

          August 15 - September 14       8/12     =           .67

          July 15 - August 14            7/12     =           .58

          June 15 - July 14              6/12     =           .50

          May 15 - June 14               5/12     =           .42

          April 15 - May 14              4/12     =           .33

          March 15 - April 14            3/12     =           .25

          February 15 - March 14         2/12     =           .17

          January 15 - February 14       1/12     =           .08

          January 1 - January 14         0/12     =           .00

















                                        - 17 -







                              THE SOUTHERN COMPANY
                              PERFORMANCE PAY PLAN

                              Amended and Restated
                           Effective January 1, 1993

                                  SCHEDULE III
                    THE SOUTHERN COMPANY EARNINGS THRESHOLD








                    Year               Percentage ROE/
                                      Dollar Equivalent
                                      -----------------
                    1993              11.50% / $1,335,397,000

                    1994






























                                        - 18 -


                              THE SOUTHERN COMPANY
                              PERFORMANCE PAY PLAN

                              Amended and Restated
                           Effective January 1, 1993

                                  SCHEDULE IV
                      OPERATING COMPANY EARNINGS THRESHOLD



                                    Percentage ROE / Dollar Equivalent ($000)

                                                                                           
                                                                                        Southern
      Year            Alabama     Georgia         Gulf       Mississippi   Savannah     Nuclear       SCS           SOCO
      ----            -------     -------         ----       -----------   --------     --------      ---           ----
      1993              12%          12%           12%           12%          12%          n/a        n/a            n/a
                    $ 461,900    $ 757,500     $  77,700     $  57,400    $ 30,900


      1994





                                     - 19 -


                                             THE SOUTHERN COMPANY
                                             PERFORMANCE PAY PLAN

                                             Amended and Restated
                                           Effective January 1, 1993

                                                  SCHEDULE V
                                    COMPANY GOALS FUNDING THRESHOLDS/RATES

                                                Effective 1993
                                                    ($000)

                                                                                                  
                                                                                                        Southern
                       Alabama         Georgia          Gulf       Mississippi         Savannah          Nuclear           SCS
                       -------         -------          ----       -----------         --------         --------           ---
           ROE/     $  492,757      $  808,100    $   82,900     $   61,200          $   32,845             n/a            n/a
          Earnings
           Goal          $0.10           $0.20         $0.10          $0.28               $0.09
         Threshold/
            Rate
          Cost Goal $  969,343      $1,424,000   $   228,000            n/a         $   138,500     $   611,000            n/a
         Threshold/                                                    
            Rate         $0.10           $0.20         $0.10                              $0.10           $0.10


          Customer        60.1%           58.0%         56.6%          67.0%               60.8%            n/a            n/a
        Satisfaction
            Goal            .6%             .5%           .5%           1.0%                 .5%
         Threshold/
            Rate

       *Organizational       _____           n/a          _____          _____              _____               _____      n/a
            Goal
         Threshold/
            Rate


         * Level      5 - 4%
                      4 - 3
                      3 - 2
                      2 - 1
                      1 - 0%


                                                            -20-


                              THE SOUTHERN COMPANY
                              PERFORMANCE PAY PLAN

                              Amended and Restated
                           Effective January 1, 1993

                                  SCHEDULE VI
                              EXTRAORDINARY ITEMS






                                                 - 21 -