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                                                               EXHIBIT 10(k)-(2)

                       AMENDMENT TO AMENDED AND RESTATED
                  SUPPLEMENTAL DEFERRED COMPENSATION AGREEMENT

         THIS AMENDMENT to the AMENDED AND RESTATED SUPPLEMENTAL DEFERRED
COMPENSATION AGREEMENT (the "Agreement"), is made and entered into the 27th day
of January, 1995, between MOBILE GAS SERVICE CORPORATION, an Alabama
corporation (hereinafter referred to as the "CORPORATION"), and WALTER L.
HOVELL (hereinafter referred to as the "EMPLOYEE"),

                             W I T N E S S E T H :

         WHEREAS, by agreement made and entered into on March 3, 1978,
CORPORATION and EMPLOYEE initially entered into an agreement providing for the
deferral of compensation in order to assist the EMPLOYEE in providing for the
contingencies of death and old age dependency; and

         WHEREAS, on December 11, 1992, CORPORATION and EMPLOYEE amended and
restated the Agreement in its entirety as of December 11, 1992; and

         WHEREAS, it is the desire of the parties hereto to further amend the
Agreement in order to revise the determination of the Deferred Amount.

         NOW, THEREFORE, in consideration of the premises and in consideration
of the terms and conditions hereinafter set forth, the parties hereto do hereby
agree as follows:

                 1.       Section 2 of the Agreement is hereby amended so that
said Section 2 shall read in its entirety as follows:

                 2.       DEFERRED AMOUNT.  As of the effective date of this
         Agreement, the CORPORATION will commence to compensate the EMPLOYEE
         not only in the form of current compensation for services





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         rendered, but also, as provided below, in the form of deferred
         compensation, for the period of time during which the EMPLOYEE is
         employed by the CORPORATION, which shall be credited to the Employee
         Account annually as a Deferred Amount.  Beginning with the effective
         date of this agreement and continuing with each anniversary thereof
         during which this Agreement is in effect, the Deferred Amount portion
         of the total compensation of the EMPLOYEE will be an amount equal to
         the sum of (i) the amount that would have been paid to the EMPLOYEE
         for his service as a member of the CORPORATION's Board of Directors
         (including payments for service on one or more committees of the Board
         of Directors) if he were not an employee of the CORPORATION, and (ii)
         such additional amount as the Board of Directors shall determine, in
         its sole and absolute discretion, by resolution duly adopted by the
         Board of Directors.  There is no guarantee that a Deferred Amount will
         be awarded as of any anniversary date of this Agreement.  Any such
         Deferred Amount thus awarded, if any, will be credited to the Employee
         Account in accordance with Paragraph 1, above.

                 3.       As hereby amended, the Agreement remains in full
force and effect.  

         IN WITNESS WHEREOF, CORPORATION has caused this instrument to be
executed by its officer thereunder duly authorized on the day and year
indicated above, and EMPLOYEE has hereunto set his hand and seal on the day and
year indicated above.

                                          MOBILE GAS SERVICE CORPORATION

                                                  

                                          By:       /s/ John S. Davis


                                                    JOHN S. DAVIS
                                                    Its Executive Vice President
ATTEST:


/s/ G. Edgar Downing, Jr.                                  
Its Secretary

                                          EMPLOYEE:

                                          /s/ Walter L. Hovell
                                          WALTER L. HOVELL





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