Exhibit 10(a)3

                             FIRST AMENDMENT TO THE
                   SOUTHERN COMPANY SUPPLEMENTAL BENEFIT PLAN


         The undersigned, constituting a majority of the members of the
Administrative Committee established under Section 3.1 of The Southern Company
Supplemental Benefit Plan as amended and restated effective as of May 1, 2000
(the "Plan") (the "Committee"), do hereby consent, ratify and adopt the
following resolutions:

         WHEREAS, Southern Company Services, Inc. (the "Company") adopted the
Plan to provide retirement benefits to certain employees of the Company and
other Employing Companies; and

         WHEREAS, the Committee is authorized under Section 6.2 of the Plan to
amend the Plan, provided such amendment does not involve a substantial increase
in cost to an Employing Company; and

         WHEREAS, the Committee desires to amend the Plan to change the
conditions under which a participant may modify his initial designation of a
form of distribution for his Non-Pension Benefit.

         NOW, THEREFORE, BE IT:

         RESOLVED, that the Committee hereby approves and adopts this First
Amendment to the Plan, as set forth below:

                                       1.

         Subsection (d) of Section 5.2, "Non-Pension Benefit," is deleted in its
entirety and replaced with the following new subsection (d):

                  (d) As soon as practicable following the first day of his
         eligibility to have benefits credited to his Account, a Participant
         shall designate in writing on a form to be prescribed by the
         Administrative Committee the method of payment of his Account, which
         shall be the payment of a single lump sum or a series of annual
         installments not to exceed twenty (20). The method of distribution
         initially designated by a Participant shall not be revoked and shall
         govern the distribution of a Participant's Account. Notwithstanding the
         foregoing, in the sole discretion of the Administrative Committee, upon
         application by the Participant, the method of distribution designated
         by such Participant may be modified, provided the Participant requests
         such modification not later than the 366th day prior to a distribution
         of such Participant's Account in accordance with the terms of the Plan,
         provided, however, that any Participant who is required to file reports



         pursuant to Section 16(a) of the Securities and Exchange Act of 1934,
         as amended, with respect to equity securities of The Southern Company
         shall not be permitted to amend his distribution election during any
         time period for which such Participant is required to file any such
         reports with respect to his Non-Pension Benefit unless such amendment
         is specifically approved by the Administrative Committee in its sole
         discretion. Each Participant, his Beneficiary, and legal representative
         shall be bound as to any action taken pursuant to the method of
         distribution elected by a Participant and the terms of the Plan.
         Notwithstanding any provision of the Plan to the contrary, if a
         Participant has elected to receive his Plan distribution in annual
         installment payments and such Participant's Plan Account does not
         exceed five thousand dollars ($5,000) (as adjusted from time to time by
         Treasury regulations applicable to tax-qualified retirement plans) at
         the time such benefit is valued for distribution, such payment shall be
         made as a single, lump-sum payment to the Participant.

                                       2.

         Except as amended herein by this First Amendment, the Plan shall remain
in full force and effect as adopted and amended by the Company prior to the
adoption of this First Amendment.

         RESOLVED FURTHER, that the appropriate officers of the Company be, and
each of them hereby is, authorized and directed to take all actions necessary or
desirable to carry the foregoing resolution into full force and effect with
respect to the Plan, including, but not limited to, executing and delivering all
instruments with respect to the Plan.


         IN WITNESS WHEREOF, this First Amendment is hereby adopted by the
Administrative Committee this _____ day of , 2002. ------------

                                          The Southern Company Supplemental
                                          Benefit Plan Administrative Committee