Alabama Power Co

DEFERRED COMPENSATION TRUST AGREEMENT

Exhibit 10(a)92

      DEFERRED CASH COMPENSATION TRUST AGREEMENT FOR DIRECTORS OF SOUTHERN
                          COMPANY AND ITS SUBSIDIARIES

                              AMENDED AND RESTATED

                           EFFECTIVE SEPTEMBER 1, 2001











  DEFERRED CASH COMPENSATION TRUST AGREEMENT FOR DIRECTORS OF SOUTHERN COMPANY
                              AND ITS SUBSIDIARIES


                                TABLE OF CONTENTS

1.    Purpose...........................................................1
2.    Trust Corpus......................................................2
3.    Grantor Trust.....................................................2
4.    Irrevocability of Trust...........................................3
5.    Contributions to Trust............................................3
6.    Investment of Trust Assets........................................5
7.    Distribution of Trust Assets......................................6
8.    Termination of the Trust and Reversion of Trust Assets...........11
9.    Powers of the Trustee............................................12
10.   Termination of Trustee...........................................15
11.   Appointment of Successor Trustee.................................15
12.   Trustee Compensation.............................................16
13.   Trustee's Consent to Act and Indemnification of the Trustee......17
14.   Prohibition Against Assignment...................................17
15.   Annual Accounting................................................17
16.   Notices..........................................................18
17.   Miscellaneous Provisions.........................................19










            DEFERRED CASH COMPENSATION TRUST AGREEMENT FOR DIRECTORS
                    OF SOUTHERN COMPANY AND ITS SUBSIDIARIES


         This amended and restated Trust Agreement entered into this _____ day
of ___________, 2001 is between the Grantors as set forth on the signature page
of this Trust Agreement and Wachovia Bank, N.A. (the "Trustee"). This Trust
Agreement is effective September 1, 2001 ("Effective Date") and supercedes all
previous Trust Agreements.

         1. Purpose. The purpose of this trust (the "Trust") is to provide a
vehicle to (a) hold assets of the Grantors as a reserve for the discharge of
certain of the Grantors' obligations with respect to Prime Rate Investment
Accounts and Phantom Stock Investment Accounts under the respective Grantors'
Deferred Compensation Plans for Directors (i) upon the occurrence of a change in
control, and (ii) in accordance with paragraph 7(b), to provide added
protections for certain individuals who actively serve on the Board of Directors
of a Grantor on or after January 1, 1999, entitled to receive benefits under
designated plans and arrangements and (b) invest, reinvest, disburse and
distribute those assets and the earnings thereon as provided hereunder.
Individuals eligible for benefits in accordance with the preceding sentence
shall hereinafter be referred to as "Beneficiaries" under the Trust. Grantors
shall designate in writing to the Trustee in Exhibit A attached hereto and made
a part hereof those plans or arrangements subject to all or certain provisions
of the Trust (the "Plans"). Exhibit A shall also specify which provisions of the
Trust apply to the various Plans.

         2. Trust Corpus. The Grantors hereby transfer to the Trustee and the
Trustee hereby accepts and agrees to hold, in trust, the sum of Ten Dollars
($10.00) plus such cash and/or property, if any, transferred to the Trustee by
the Grantors or on behalf of the Grantors pursuant to obligations incurred under
any or all of the Plans and the earnings thereon, and such cash and/or property,
together with the earnings thereon and together with any other cash or property
received by the Trustee pursuant to Section 9(a) of this Trust Agreement, shall
constitute the trust estate and shall be held, managed and distributed as
hereinafter provided. The Grantors shall execute any and all instruments
necessary to vest the Trustee with full title to the property hereby
transferred.

         3. Grantor Trust. The Trust is intended to be a trust of which the
Grantors are treated as individual owners for federal income tax purposes in
accordance with the provisions of Sections 671 through 679 of the Internal
Revenue Code of 1986, as amended (the "Code"). If the Trustee, in its sole and
absolute discretion, deems it necessary or advisable for the Grantors and/or the
Trustee to undertake or refrain from undertaking any actions (including, but not
limited to, making or refraining from making any elections or filings) in order
to ensure that the Grantors are at all times treated as individual owners of the
Trust for federal income tax purposes, the Grantors and/or the Trustee will
undertake or refrain from undertaking (as the case may be) such actions. The
Grantors hereby irrevocably authorize the Trustee to be their attorney-in-fact
for the purpose of performing any act which the Trustee, in its sole and
absolute discretion, deems necessary or advisable in order to accomplish the
purposes and the intent of this Section 3. The Trustee shall be fully protected
in acting or refraining from acting in accordance with the provisions of this
Section 3.

         4. Irrevocability of Trust. Prior to the occurrence of a "Preliminary
Change in Control" (hereinafter referred to as a "Preliminary CIC"), the Trust
shall be revocable and may be altered or amended in any substantive respect, or
revoked or terminated by the Grantors in whole or in part provided that no such
amendment may increase the duties of the Trustee without its consent. In the
event of a Preliminary CIC, the Trust may not be altered or amended in any
substantive respect, or revoked or terminated by the Grantor or Grantors
incurring a Preliminary CIC unless a majority of the Beneficiaries, determined
as of the day before such Preliminary CIC, agree in writing to such an
alteration, amendment, revocation or termination provided that no such amendment
may increase the duties of the Trustee without its consent. If after a
Preliminary CIC occurs but fails to become a Change in Control, thereafter the
Trust shall again be revocable and may be altered or amended in any substantive
respect, or revoked or terminated by the Grantors in whole or in part provided
that no such amendment may increase the duties of the Trustee without its
consent. Notwithstanding the preceding, the Trust may be amended following a
Preliminary CIC or a Change in Control without approval of the Beneficiaries to
protect the tax status or ERISA status of this Trust. For purposes of this
Trust, Preliminary CIC and other capitalized terms if not defined in the Trust
shall have the same meaning as set forth in the Grantor's respective Deferred
Compensation Plan for Directors.

         5. Contributions to Trust. The Grantors have obligated themselves under
the terms of the Plans, which are hereby incorporated by reference, to make
certain contributions to the Trust upon the occurrence of a Preliminary CIC.
Upon such a Preliminary CIC, the Grantors affected thereby shall account for
each Beneficiary's benefit funded by contributions to the Trust in a manner
determined by the Trust Administrative Committee. The Grantors have also
obligated themselves to make certain contributions to the Trust in a manner
determined by the Trust Administrative Committee to provide for the protections
set forth in Section 7(c) hereof. A return of such contributions and earnings
thereon may only occur under the following circumstances: (a) if, on the second
anniversary of a Preliminary CIC or any time thereafter, the Southern Committee
determines that a Change in Control has not been Consummated, the Trustee upon
its agreement with this determination shall, upon the request of the Grantor or
Grantors incurring a Preliminary CIC, return to such Grantor or Grantors
property contributed to the Trust on account of the occurrence of a Preliminary
CIC; (b) if, at any time, following a Preliminary CIC, the Southern Committee
provides evidence satisfactory to the Trustee that the Preliminary CIC will not
become a Change in Control; or (c) if the Trustee determines in its sole and
absolute discretion that a Southern Change in Control has occurred, and, on the
second anniversary of the date of Consummation of such Change in Control 75% of
the members of the Incumbent Board on such anniversary date shall continue to
serve as determined by the Southern Committee, the Trustee upon its agreement
with this determination shall return to the Grantor or Grantors incurring a
Change in Control, upon such Grantor's request, any such property received and
earnings thereon as a result of such Change in Control; or (d) prior to Change
of Control, with respect to amounts contributed to fund benefits paid in
accordance with Section 7(b) hereof, if the Trust assets equal or exceed 200% of
the targeted funding level as established by the Trust Administrative Committee
prior to a Change in Control, assets shall be returned by the Trustee to the
Grantor or Grantors designated by the Trust Administrative Committee to reduce
total assets to 150% of the targeted funding level.

6.       Investment of Trust Assets.
         --------------------------
(a) Subject to the provisions of paragraph (b) below, until the Trustee has
distributed all of the assets of the Trust in accordance with the terms hereof,
the Trustee shall invest and reinvest such assets (without regard to any state
law limiting the investment powers of fiduciaries) in such securities and other
property as the Trustee deems advisable, considering the probable income
(including capital appreciation potential) from any such investment, the
probable safety of the assets of the Trust and, where appropriate, the rate of
return at which the assets would have been invested on behalf of each
Beneficiary under any applicable qualified defined benefit pension plan
maintained by the Grantors. Within the limitations of the foregoing, the Trustee
is specifically authorized to acquire, for cash or on credit, every kind of
property, real, personal or mixed, and to make every kind of investment,
specifically including, but not limited to, corporate and governmental
obligations of every kind, preferred or common stocks, securities of any
regulated investment company or trust, and property in which the Trustee owns an
undivided interest in any other trust capacity. The Trustee is expressly
authorized and empowered to hold or purchase such insurance in its own name (and
with itself as the beneficiary) as it shall determine to be necessary or
advisable to advance best the purposes of the Trust and the interests of the
Beneficiaries.

(b) The Trustee shall invest and reinvest the assets of the Trust in accordance
with such investment objectives, guidelines, restrictions or directions as the
Trust Administrative Committee or its delegee may furnish to the Trustee at the
time of the execution of the Trust or at any later date; provided, however, that
if there is a Preliminary CIC, the Trust's investment objectives, guidelines,
restrictions or directions may not be changed thereafter unless there is a
return of Grantor contributions pursuant to Section 5(a), (b) or (c). Upon a
Change in Control, the Trustee shall promptly contact all Beneficiaries at their
last known addresses provided by the Grantors and put such Beneficiaries on
notice of the funding of the Trust and the Trustee's obligations hereunder. The
Trust Administrative Committee shall promptly provide the Trustee with such
information as it needs to carry out this duty.

         7.       Distribution of Trust Assets.
                  ----------------------------
         (a) The Grantors may make payment of benefits directly to Beneficiaries
as they become due under the terms of the Plan(s). Upon a Change in Control, the
Grantors shall notify the Trustee of its decision to make payment of benefits
directly prior to the time amounts are payable to Beneficiaries. In addition, if
the principal of the Trust, and any earnings thereon, are not sufficient to make
payments of benefits in accordance with the terms of the Plan(s), the Grantors
shall make the balance of each such payment as it falls due in accordance with
the Plan(s). The Trustee shall notify the Grantors where principal and earnings
are not sufficient. Nothing in this Agreement shall relieve the Grantors of
their liabilities to pay benefits due under the Plan(s) except to the extent
such liabilities are met by application of assets of the Trust.

         (b) At such time as a Beneficiary is entitled to payments under any of
the Plans prior to a Change in Control, if the Grantors fail to make payment of
all or a portion of the benefits to a Beneficiary under any Plan in accordance
with paragraph (a) above, such Beneficiary can make application for payment in
accordance with the provisions of paragraph (d)(i) below. If so requested, the
Trustee shall make an independent determination in its sole and absolute
discretion regarding the Beneficiary's right to payment under the Plan(s) within
60 days thereof. Such determination shall be made with advice from outside
counsel independent of Southern and the Trustee. The Grantors agree to be bound
by Trustee's determination and to make payment of benefits as they fall due
commencing not later than 30 days following Trustee's determination regarding
entitlement to benefits absent a manifest abuse of discretion by the Trustee. If
Trustee determines benefits are payable to Beneficiary and Grantor fails to
commence payment within 30 days following the Trustee's determination, Trustee
shall make payment of such benefits and instruct Beneficiary in writing that he
or she must bring suit within 180 days of the Trustee's claims determination or
thereafter be barred from doing so. Trustee shall only make benefits payments
until the first of the following to occur: (i) 180 days following its claims
determination if the Beneficiary fails to bring a lawsuit to enforce his or her
rights within this limitation period; or (ii) until there is a final
adjudication or other final resolution of the Beneficiary's claim. In the event
that such Beneficiary timely files a lawsuit within 180 days of Trustee's
determination that Beneficiary is entitled to the disputed benefits, all
reasonable costs of litigation (as determined in the sole and absolute
discretion of the Trustee) shall be periodically, but no less than quarterly,
advanced to the Beneficiary through the final adjudication of the claim;
provided, however, that the Beneficiary shall repay such advanced costs of
litigation if he or she fails to have finally resolved in the Beneficiary's
favor a material issue supporting the underlying merits of the Beneficiary's
claim for benefits in such dispute as determined in the sole and absolute
discretion of the Trustee. Alternatively, in the event that a Beneficiary files
a lawsuit to obtain benefits after the Trustee determines that such Beneficiary
is not entitled to such benefits, all costs of litigation shall be borne by each
party thereto; provided, however, that the Grantors, or the Trustee if the
Grantors refuse, shall reimburse such reasonable costs in the event any material
issue supporting the underlying merits of the Beneficiary's claim for benefits
in such dispute is finally resolved in favor of the Beneficiary.

         (c) Subject to the provisions of paragraph (d) of this Section 7, after
a Change in Control, a Beneficiary shall receive payment from the Trust in
amount equal to the accrued benefit to which he is entitled under the Plans
determined as of the Change in Control, less any payments previously made to him
by the Grantors pursuant to the terms of the Plan(s). The form of payment will
be consistent with the forms provided under the terms of the Plan(s).

         (d) (i) The commencement of payments from the Trust shall be
conditioned on the Trustee's prior receipt of a written instrument from the
Beneficiary in a form reasonably satisfactory to the Trustee. In addition to any
other information the Trustee requires, such form should indicate the amount, if
any, the Beneficiary has received from the Grantors under the Plans as of his
request. All payments to a Beneficiary from the Trust shall be made in
accordance with a good faith interpretation of the provisions of the applicable
Plan(s). (ii) Except as provided below, the Trustee shall make or commence
payment to the Beneficiary in accordance with his representations not later than
30 business days after its receipt thereof; provided, however, that before the
Trustee makes or commences any such payment and not later than 7 business days
after its receipt of the Beneficiary's representations, the Trustee shall
request in writing the Grantors' agreement that the Beneficiary's
representations are accurate with respect to the amount, fact, and time of
payment to him. The Trustee shall enclose with such request a copy of the
Beneficiary's representations and written advice to the Grantors that it must
respond to the Trustee's request on or before the 20th business day (which date
shall be set forth in such written advice) after the Beneficiary furnished such
representations to the Trustee. If the Grantors in a writing delivered to the
Trustee agree with the Beneficiary's representations in all respects, or if the
Grantors do not respond to the Trustee's request by the 20th-day deadline, the
Trustee shall make payment in accordance with the Beneficiary's representations.
If the Grantors advise the Trustee in writing on or before the 20th-day deadline
that it does not agree with any or all of the Beneficiary's representations, the
Trustee immediately shall take whatever steps it in its sole and absolute
discretion deems appropriate, including, but not limited to, a review of any
notice furnished by the Grantor pursuant to paragraph (e) hereof, to attempt to
resolve the difference(s) between the Grantors and the Beneficiary. If, however,
the Trustee is unable to resolve such difference(s) to its satisfaction within
60 days after its receipt of the Beneficiary's representations, the Trustee
shall make an independent determination in its sole and absolute discretion with
the advice of independent counsel regarding the Beneficiary's claim for benefits
and commence such payment, if any, within such 60 day period. In the event
Grantors do not agree with Beneficiary's right to payment of all or a portion of
a benefit under any Plan(s), Grantors may bring a declaratory judgment action to
clarify their rights. Trustee may rely on any final judgment concerning a
declaratory judgment action with respect to the payment of benefits from the
Trust.

         (e) Notwithstanding any other provision of the Trust to the contrary,
after a Change in Control the Trustee shall make payments hereunder before such
payments are otherwise due if it determines in its sole and absolute discretion,
based on a change in the tax or revenue laws of the United States of America, a
published ruling or similar announcement issued by the Internal Revenue Service,
a regulation issued by the Secretary of the Treasury or his delegate, a final
non-appealable decision by the Internal Revenue Service addressed to a
Beneficiary, a final decision by a court of competent jurisdiction involving a
Beneficiary, or a closing agreement made under Code Section 7121 that is
approved by the Internal Revenue Service and involves a Beneficiary, that a
Beneficiary has recognized or will recognize income for federal income tax
purposes with respect to amounts that are or will be payable to him under the
Plans before they are paid to him. The Trustee in its sole and absolute
discretion shall reimburse a Beneficiary all costs determined to be reasonable
to defend any tax claims described herein which are asserted by the Internal
Revenue Service against any Beneficiary, including attorney fees and cost of
appeal, and shall have the sole authority to determine whether or not to appeal
any determination made by the Internal Revenue Service or by a lower court. The
Trustee also shall reimburse any Beneficiary for any interest or penalties in
respect of tax claims hereunder upon receipt of documentation of same.

         (f) Unless (contemporaneously with his submission of the written
instrument referred to in paragraph (a) hereof) a Beneficiary furnishes
documentation in form and substance satisfactory to the Trustee that no
withholding is required with respect to a payment to be made to him from the
Trust, the Trustee may deduct from any such payment any federal, state or local
taxes required by law to be withheld by the Trustee.

         (g) The Trustee shall provide the Grantors with written confirmation of
the fact and time of any commencement of payments hereunder within 10 business
days after any payments commence to a Beneficiary. The Grantors shall notify the
Trustee in the same manner of any payments it commences to make to a Beneficiary
pursuant to the Plans.

         (h) The Trustee shall be fully protected in making any payment or any
calculations in accordance with the provisions of this Section 7.

         8. Termination of the Trust and Reversion of Trust Assets. The Trust
shall terminate upon the first to occur of (i) the payment by the Grantors of
all amounts due the Beneficiaries under each of the Plans or the receipt by the
Trustee of a valid release to that effect from each of the Beneficiaries with
respect to payments made to him, or (ii) the twenty-first anniversary of the
death of the last survivor of the Beneficiaries who are in being on the date of
the execution of this Trust Agreement. Upon termination of the Trust, any and
all assets remaining in the Trust, after the payment to the Beneficiaries of all
amounts to which they are entitled and after payment of the expenses and
compensation in Sections 12 and 17(i) of this Trust Agreement, shall revert to
the Grantors in accordance with their separate interest as accounted for by the
Trust Administrative Trust, and the Trustee shall promptly take such action as
shall be necessary to transfer any such assets to the Grantors in accordance
with such interest. Notwithstanding the above, the Grantors shall be obligated
to take whatever steps are necessary to ensure that the Trust is not terminated
for a period of five (5) years following a Change in Control, such steps to
include, but not being limited to, the transfer to the Trustee of cash or other
assets pursuant to the provisions of Section 9(a) hereof.

         9. Powers of the Trustee. To carry out the purposes of the Trust and
subject to any limitations herein expressed, the Trustee is vested with the
following powers until final distribution, in addition to any now or hereafter
conferred by law affecting the trust or estate created hereunder. In exercising
such powers, the Trustee shall act in a manner reasonable and equitable in view
of the interests of the Beneficiaries and in a manner in which persons of
ordinary prudence, diligence, discretion and judgment would act in the
management of their own affairs.

         (a) Receive and Retain Property. To receive and retain any property
received at the inception of the Trust or at any other time, whether or not such
property is unproductive of income or is property in which the Trustee is
personally interested or in which the Trustee owns an undivided interest in any
other trust capacity.

         (b) Dispose of, Develop, and Abandon Assets. To dispose of an asset,
for cash or on credit, at public or private sale and, in connection with any
sale or disposition, to give such warranties and indemnifications as the Trustee
shall determine; to manage, develop, improve, exchange, partition, change the
character of or abandon a Trust asset or any interest therein.

         (c) Borrow and Encumber. To borrow money for any Trust purpose upon
such terms and conditions as may be determined by the Trustee; to obligate the
Trust or any part thereof by mortgage, deed of trust, pledge or otherwise, for a
term within or extending beyond the term of the Trust.

          (d) Lease. To enter for any purpose into a lease as lessor or lessee,
with or without an option to purchase or renew, for a term.

         (e) Grant or Acquire Options. To grant or acquire options and rights of
first refusal involving the sale or purchase of any Trust assets, including the
power to write covered call options listed on any securities exchange.

         (f) Powers Respecting Securities. To have all the rights, powers,
privileges and responsibilities of an owner of securities, including, without
limiting the foregoing, the power to vote, to give general or limited proxies,
to pay calls, assessments, and other sums; to assent to, or to oppose, corporate
sales or other acts; to participate in, or to oppose, any voting trusts, pooling
agreements, foreclosures, reorganizations, consolidations, mergers and
liquidations, and, in connection therewith, to give warranties and
indemnifications and to deposit securities with and transfer title to any
protective or other committee; to exchange, exercise or sell stock subscription
or conversion rights; and, regardless of any limitations elsewhere in this
instrument relative to investments by the Trustee, to accept and retain as an
investment hereunder any securities received through the exercise of any of the
foregoing powers.

         (g) Use of Nominee. To hold securities or other property in the name of
the Trustee, in the name of a nominee of the Trustee, or in the name of a
custodian (or its nominee) selected by the Trustee, with or without disclosure
of the Trust, the Trustee being responsible for the acts of such custodian or
nominee affecting such property.

         (h) Advance Money. To advance money for the protection of the Trust,
and for all expenses, losses and liabilities sustained or incurred in the
administration of the Trust or because of the holding or ownership of any Trust
assets, for which advances, with interest, the Trustee has a lien on the Trust
assets as against the Beneficiaries.

         (i) Pay, Contest or Settle Claims. To pay, contest or settle any claim
by or against the Trust by compromise, arbitration or otherwise; to release, in
whole or in part, any claim belonging to the Trust to the extent that the claim
is uncollectible. Notwithstanding the foregoing, the Trustee may only pay or
settle a claim asserted against the Trust by a Grantor if it is compelled to do
so by a final order of a court of competent jurisdiction.

          (j) Litigate. To prosecute or defend actions, claims or proceedings
for the protection of Trust assets and of the Trustee in the performance of its
duties.

         (k) Employ Advisers and Agents. To employ and reasonably compensate
persons, corporations or associations, including attorneys, auditors, investment
advisers or agents, even if they are associated with the Trustee, to advise or
assist the Trustee in the performance of its administrative duties; to act
without independent investigation upon their recommendations.

         (l) Use Custodian. If no bank or trust company is acting as Trustee
hereunder, the Trustee shall appoint a bank or trust company to act as custodian
(the "Custodian") for securities and any other Trust assets. Any such
appointment shall terminate when a bank or trust company begins to serve as
Trustee hereunder. The Custodian shall keep the deposited property, collect and
receive the income and principal, and hold, invest, disburse or otherwise
dispose of the property or its proceeds (specifically including selling and
purchasing securities, and delivering securities sold and receiving securities
purchased) upon the order of the Trustee.

          (m) Execute Documents. To execute and deliver all instruments that
will accomplish or facilitate the exercise of the powers vested in the Trustee.

         (n) Grant of Powers Limited. The Trustee is expressly prohibited from
exercising any powers vested in it primarily for the benefit of the Grantors
rather than for the benefit of the Beneficiaries. The Trustee shall not have the
power to purchase, exchange, or otherwise deal with or dispose of the assets of
the Trust for less than adequate and full consideration in money or money's
worth.

         (o) Deposit Assets. To deposit Trust assets in commercial, savings or
savings and loan accounts (including such accounts in a corporate Trustee's
banking department) and to keep such portion of the Trust assets in cash or cash
balances as the Trustee may, from time to time, deem to be in the best interests
of the Trust, without liability for interest thereon.

         10. Termination of Trustee. Grantors may remove Trustee upon sixty (60)
days notice or upon such shorter period of time if acceptable to Trustee;
provided that upon a Preliminary CIC or subsequent Change in Control the
Grantors may only remove the Trustee if a majority of the Beneficiaries approve
such action.

         11.      Appointment of Successor Trustee.
                  --------------------------------
         (a) The Trustee shall have the right to resign upon 60 days' written
notice to the Grantor, during which time the Grantor shall appoint a "Qualified
Successor Trustee." If no Qualified Successor Trustee accepts such appointment,
the resigning Trustee shall petition a court of competent jurisdiction for the
appointment of a "Qualified Successor Trustee." For this purpose, a "Qualified
Successor Trustee" must be a bank or trust company with a market capitalization
of at least $10 billion but may not be the Grantor, any person who would be a
"related or subordinate party" to the Grantor within the meaning of Section
672(c) of the Code or a corporation that would be a member of an "affiliated
group" of corporations including the Grantor within the meaning of Section
1504(a) of the Code if the words "80 percent" wherever they appear in that
section were replaced by the words "50 percent." Upon the written acceptance by
the Qualified Successor Trustee of the trust and upon approval of the resigning
Trustee's final account by those entitled thereto, the resigning Trustee shall
be discharged.

         (b) Upon the occurrence of a corporate transaction involving the
ownership or assets of a Grantor, the affected Grantors upon written
acknowledgment to the Trustee of their obligations under the Trust and Plans may
in their sole discretion direct the Trustee to transfer or assign all or a
portion of the assets of the Trust to a Qualified Successor Trustee. The Trust
Administrative Committee shall instruct the Trustee regarding the assets to be
transferred or assigned; provided, however, that no assets shall be transferred
to such a Qualified Successor Trustee until the Trustee is satisfied that
contributions required under the Plans have been made prior to or concurrent
with this transfer or assignment. Notwithstanding the foregoing, the Trustee
shall only be permitted to transfer or assign assets from the Trust to a
Qualified Successor Trustee if the transfer and assignment are consistent with
the purpose and intent of the Trust.

         12. Trustee Compensation. The Trustee shall be entitled to receive as
compensation for its services hereunder the compensation (a) as negotiated and
agreed to by the Grantors and the Trustee, or (b) if not negotiated or if the
parties are unable to reach agreement, as allowed a trustee under the laws of
the State of Georgia in effect at the time such compensation is payable. Such
compensation shall be paid by the Grantors; provided, however, that to the
extent such compensation is not paid by the Grantors, subject to the provisions
of Section 17(j) hereof, it shall be charged against and paid from the Trust and
subject to Section 4 of this Trust Agreement, upon a Preliminary Change in
Control, the Grantors shall reimburse the Trust for any such payment made from
the Trust within 30 days of its receipt from the Trustee of written notice of
such payment.

         13. Trustee's Consent to Act and Indemnification of the Trustee. The
Trustee hereby grants and consents to act as Trustee hereunder. The Grantors
agree to indemnify the Trustee and hold it harmless from and against all claims,
liabilities, legal fees and expenses that may be asserted against it, otherwise
than on account of conduct of the Trustee which is found by a final judgment of
a court of competent jurisdiction to be a breach of its fiduciary duty whether
by reason of the Trustee's taking or refraining from taking any action in
connection with the Trust, whether or not the Trustee is a party to a legal
proceeding or otherwise.

         14. Prohibition Against Assignment. No Beneficiary shall have any
preferred claim on, or any beneficial ownership interest in, any assets of the
Trust before such assets are paid to the Beneficiary as provided in Section 7,
and all rights created under the Trust and the Plans shall be unsecured
contractual rights of the Beneficiary against the Grantor which is his employer
for purposes of the Plans. No part of, or claim against, the assets of the Trust
may be assigned, anticipated, alienated, encumbered, garnished, attached or in
any other manner disposed of by any of the Beneficiaries, and no such part or
claim shall be subject to any legal process or claims of creditors of any of the
Beneficiaries.

         15. Annual Accounting. The Trustee shall keep accurate and detailed
accounts of all investments, receipts and disbursements and other transactions
hereunder, and, within ninety days following the close of each calendar year,
and within ninety days after the Trustee's resignation or termination of the
Trust as provided herein, the Trustee shall render a written account of its
administration of the Trust to the Grantors by submitting a record of receipts,
investments, disbursements, distributions, gains, losses, assets on hand at the
end of the accounting period and other pertinent information, including a
description of all securities and investments purchased and sold during such
calendar year. Trustee shall separately account for each Grantor's interest in
Trust assets. Written approval of an account shall, as to all matters shown in
the account, be binding upon the Grantors and shall forever release and
discharge the Trustee from any liability or accountability. The Grantors will be
deemed to have given their written approval if he does not object in writing to
the Trustee within one hundred and twenty days after the date of receipt of such
account from the Trustee. The Trustee shall be entitled at any time to institute
an action in a court of competent jurisdiction for a judicial settlement of its
account.

         16. Notices. Any notice or instructions required under any of the
provisions of this Trust Agreement shall be deemed effectively given only if
such notice is in writing and is delivered personally or by certified or
registered mail, return receipt requested and postage prepaid, addressed to the
addresses as set forth below of the parties hereto. The addresses of the parties
are as follows:

                                    (i)     The Grantors:
                                            Secretary
                                            Southern Company
                                            270 Peachtree Street, Suite 1400
                                            Atlanta, GA 30303
                                    (ii)    The Trustee:
                                            Wachovia Bank, N.A.
                                            Attn:  Executive Services
                                            NC 31013
                                            P.O. Box 3099
                                            Winston-Salem, NC 27150

The Grantors or Trustee may at any time change the address to which notices are
to be sent to it by giving written notice thereof in the manner provided above.

         17.      Miscellaneous Provisions.
                  ------------------------
         (a) This Trust Agreement shall be governed by and construed in
accordance with the laws of the State of Georgia applicable to contracts made
and to be performed therein and the Trustee shall not be required to account in
any court other than one of the courts of such state.

         (b) The Trust Administrative Committee may give direction to Trustee on
behalf of the Grantors with regard to those matters identified in writing by the
Grantors. The Trustee will be fully protected in relying on such direction by
the Trust Administrative Committee.

         (c) All section headings herein have been inserted for convenience of
reference only and shall in no way modify, restrict or affect the meaning or
interpretation of any of the terms or provisions of this Trust Agreement.

         (d) This Trust Agreement is intended as a complete and exclusive
statement of the agreement of the parties hereto, supersedes all previous
agreements or understandings among them and may not be modified or terminated
orally.

         (e)      The term "Trustee" shall include any successor Trustee.
         (f) If a Trustee or Custodian hereunder is a bank or trust company, any
corporation resulting from any merger, consolidation or conversion to which such
bank or trust company may be a party, or any corporation otherwise succeeding
generally to all or substantially all of the assets or business of such bank or
trust company, shall be the successor to it as Trustee or Custodian hereunder,
as the case may be without the execution of any instrument or any further action
on the part of any party hereto.

         (g) If any provision of this Trust shall be invalid and unenforceable,
the remaining provisions hereof shall subsist and be carried into effect.

         (h) The Plans are by this reference expressly incorporated herein and
made a part hereof with the same force and effect as if fully set forth at
length. As of the date first stated above, the terms of the Plans are as set
forth in Exhibit A attached hereto.

         (i) The assets of the Trust shall be subject only to the claims of the
Grantor's general creditors in the event of one or more of the Grantors'
bankruptcy or insolvency. A Grantor shall be considered "bankrupt" or
"insolvent" if the Grantor is (A) unable to pay its debts when due or (B)
engaged as a debtor in a proceeding under the Bankruptcy Code, 11 U.S.C. Section
101 et seq. The Board of Directors or the chief executive officer of a Grantor
must notify the Trustee of the Grantor's bankruptcy or insolvency within three
(3) days following the occurrence of such event. Upon receipt of such a notice,
or, upon receipt of a written allegation from a person or entity claiming to be
a creditor of a Grantor that such Grantor is bankrupt or insolvent, the Trustee
shall discontinue payments to Beneficiaries. The Trustee shall, as soon as
practicable after receipt of such notice or written allegation, determine
whether such Grantor is bankrupt or insolvent. If the Trustee determines, based
on such notice, written allegation, or such other information as it deems
appropriate, that such Grantor is bankrupt or insolvent, the Trustee shall hold
the assets of the Trust for the benefit of the general creditors of the Grantor
or Grantors, and deliver any undistributed assets attributable to such Grantor
or Grantors to satisfy the claims of such creditors as a court of competent
jurisdiction may direct. The Trust Administrative Committee in conjunction with
the Trustee shall identify the amount of assets attributable to any bankrupt or
insolvent Grantor in order to segregate such assets for the benefit of such
Grantor's creditors. The Trustee shall resume payments to Beneficiaries only
after it has determined that the Grantor in issue is not bankrupt or insolvent,
is no longer bankrupt or insolvent (if the Trustee determined that the Grantor
was bankrupt or insolvent), pursuant to an order of a court of competent
jurisdiction. Unless the Trustee has actual knowledge of the Grantor's
bankruptcy or insolvency of the Grantor or Grantors, the Trustee shall have no
duty to inquire whether such Grantor(s) is bankrupt or insolvent. The Trustee
may in all events rely on such evidence concerning the pertinent Grantor's
solvency as may be furnished to the Trustee that will give the Trustee a
reasonable basis for making a determination concerning such Grantor's solvency.
If the Trustee discontinues payment of benefits from the Trust pursuant to this
Section 17(h) and subsequently resumes such payments, the first payment
following such discontinuance shall include the aggregate amount of all payments
which would have been made to each Beneficiary less the aggregate amount of
payments made to the Beneficiary by the Grantor(s) in lieu of the payments
provided for hereunder during any such period of discontinuance. In addition,
interest at a rate equal to the average 90 day Treasury Bill rate during the
period of such discontinuance shall be paid on the amount, if any, determined to
be owed in accordance with the preceding sentence.

         (j) Any and all taxes, expenses (including, but not limited to, the
Trustee's compensation) and costs of litigation relating to or concerning the
adoption, administration and termination of the Trust shall be borne and
promptly paid by the Grantors; provided, however, that, to the extent such
taxes, expenses and costs relating to the Trust are due and owing and (A) are
not paid by the Grantors, and (B) have not been paid for more than sixty (60)
days, they shall be charged against and paid from the Trust, and, subject to
Section 4 of this Trust Agreement, upon a Preliminary Change in Control, the
Grantors shall reimburse the Trust for any such payment made from the Trust
within 30 days of its receipt from the Trustee of written notice of such
payment.

         (k) Any reference hereunder to a Beneficiary shall expressly be deemed
to include, where relevant, the beneficiaries of a Beneficiary duly appointed
under the terms of the Plans. A Beneficiary shall cease to have such status once
any and all amounts due such Beneficiary under the Plan have been satisfied.

          (l) Any reference hereunder to the Grantors shall expressly be deemed
to include a Grantor's successor and assigns.

         (m) Whenever used herein, and to the extent appropriate, the masculine,
feminine or neuter gender shall include the other two genders, the singular
shall include the plural and the plural shall include the singular.

         IN WITNESS WHEREOF, the parties hereto have executed this amended and
restated Trust Agreement as of ____________________, 2001.

TRUSTEE: WACHOVIA BANK, N.A.

                  By:
                       ------------------------

GRANTOR:          ALABAMA POWER COMPANY

                  By:
                       ------------------------

GRANTOR: GEORGIA POWER COMPANY

                  By:
                       ------------------------

GRANTOR: GULF POWER COMPANY

                  By:
                      ------------------------



GRANTOR: MISSISSIPPI POWER COMPANY

                  By:
                     ------------------------

GRANTOR:          SAVANNAH ELECTRIC AND POWER COMPANY

                  By:
                     -------------------------

 GRANTOR: THE SOUTHERN COMPANY

                  By:
                     --------------------------





                                    EXHIBIT A

Plans and Arrangements Subject to the Trust1

Deferred Compensation Plan for Directors of Alabama Power Company Deferred
Compensation Plan for Directors of Georgia Power Company Deferred Compensation
Plan for Directors of Gulf Power Company Deferred Compensation Plan for
Directors of Mississippi Power Company Deferred Compensation Plan for Directors
of Savannah Electric and Power Company Deferred Compensation Plan for Directors
of The Southern Company






--------
1 The parenthetical reference sets forth the Trust provisions applicable to the
respective Plans listed herein.





                                    EXHIBIT B

                       Contacts and Addresses of Grantors

Alabama Power Company
William Zales, Jr.
VP and Secretary
600 North 18th Street
Birmingham, AL   35291

Georgia Power Company
Janice Wolfe
Corporate Secretary
241 Ralph McGill Boulevard
Atlanta, GA   30308

Gulf Power Company
Warren Tate

Vice President, Secretary and Treasurer
One Energy Place

Pensacola, FL   32501


Mississippi Power Company
Vicki Pierce

Assistant Secretary and Assistant Treasurer
2992 West Beach Boulevard

Gulfport, MS   39501


Savannah Electric and Power Company
Nancy Frankenhauser
Controller and Assistant Secretary
600 East Bay Street

Savannah, GA   31401


Southern Company
Tommy Chisholm

VP, Associate General Counsel and Corporate Secretary
270 Peachtree Street

Atlanta, GA   30303