AMENDED DEFERRED COMPENSATION AGREEMENT

Exhibit 10.2

AMENDED DEFERRED COMPENSATION AGREEMENT

THIS AMENDED DEFERRED COMPENSATION AGREEMENT ("Agreement") is made and entered into by THE SOUTHERN COMPANY ("Southern"), SOUTHERN COMPANY SERVICES, INC. (the "Company"), GEORGIA POWER COMPANY ("Georgia") (as successor in interest to Savannah Electric and Power Company), and GULF POWER COMPANY ("Gulf") (collectively the "Southern Parties") and G. EDISON HOLLAND, JR. ("Employee"), this 31st day of December, 2008 ("Effective Date").

W I T N E S S E T H

WHEREAS, Employee is a highly compensated employee of the Company and is a member of its management;

WHEREAS, although Employee's career with the Southern Company system began on April 25, 1992, his valuable services to Southern and its affiliated subsidiaries began at an earlier date while he was employed with the law firm Beggs and Lane;

WHEREAS, the Southern Parties desire to set forth the manner in which Employee will be recognized for his prior valuable service; and

WHEREAS, the parties desire to restate all earlier agreements as they pertain to the provision of deferred compensation, including that certain Supplemental Pension Agreement entered into February 22, 2002, and to provide for the assignment of this Agreement to any successor employer in the Southern affiliated group in the event Employee hereafter transfers his employment to any such successor employer.

NOW, THEREFORE, in consideration of the premises, and the agreements of the parties set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby covenant and agree as follows:

(a)       Subject to the terms of this Agreement, the Southern Parties shall pay to Employee (or if Payment continues, to Employee's designated beneficiary, as the case may be, in the event of Employee's death as described in Section 1(c) hereof) the supplemental retirement payment (the "Payment") described in Section 1(b) hereof (to be shared among the Southern Parties in such pro rata or other portions as set forth in Sections 1(e) and (f), 2 or 3 hereof).

(b)       In the event Employee satisfies the requirements of this Agreement, the Payment shall be an amount equal to the difference between:

(i)        the amounts payable to Employee under the Southern Company Pension Plan ("Pension Plan"), the Southern Company Supplemental Benefit Plan ("SBP") and the Southern Company Supplemental Executive Retirement Plan ("SERP") (collectively, the "Retirement Plans") as each shall then be in effect, determined as if Employee had an additional twelve years, four months (12.25 years) of Accredited Service under the Pension Plan; and

(ii)       the amounts Employee is actually entitled to receive under the Retirement Plans at Employee's retirement, as each shall then be in effect, as further determined and payable in accordance with Section 1(d) hereof.

(c)        Payment in the Event of Death . In the event Employee dies and Payment continues to Employee's designated beneficiary (the "Death Benefit"), such Payment shall be made in accordance with Section 1(d) hereof.

(d)        Calculation, Form and Timing of Payment . The calculation (including actuarial assumptions), form and timing of the Payment or Death Benefit upon the occurrence of a "separation from service" as defined in Section 409A of the Code and the regulations promulgated thereunder ("Separation from Service") shall be the same as the calculation (including actuarial assumptions), form and timing of similar payments to Employee or designated beneficiary as the case may be, under the terms of the SERP and the SBP (but, as to the SBP, only concerning the "Pension Benefit" provided thereunder) as each may be amended from time to time.

(e)       Upon Employee’s retirement from the Company under the terms of the Pension Plan, Gulf agrees to pay Employee a cash lump sum amount within thirty (30) days of his Separation from Service (subject to the requirement that if the Employee is a “specified employee” as defined by Code Section 409A and as determined by the Company, such lump sum payment shall be paid the first day of the seventh (7 ^th ) full month following the Employee’s Separation from Service) equal to the value of the number of shares of Common Stock in Southern which would have been allocated to Employee’s account under The Southern Company Employee Stock Ownership Plan (“ESOP”) had Employee been a participant in the ESOP during the 1992 plan year (“Shares”). For purposes of determining the lump sum value of the Shares, the Shares shall be deemed to have been invested as Phantom Common Stock under the SBP

since the date on which such Shares would have been allocated to Employee’s account under the ESOP.

(f)        Upon Employee’s retirement from the Company under the terms of the Pension Plan, Gulf agrees to pay Employee a cash lump sum amount within thirty (30) days of his Separation from Service (subject to the requirement that if the Employee is a “specified employee” as defined by Code Section 409A and as determined by the Company, such lump sum payment shall be paid the first day of the seventh (7 ^th ) full month following the Employee’s Separation from Service) equal to six percent (6%) of Employee’s annual compensation multiplied by the annual percentage of Gulf’s matching contribution allocated to employees’ account under The Southern Company Employee Savings Plan (“Savings Plan”) that would have been allocated to Employee’s account under the Savings Plan if Employee had participated in the Savings Plan from the period beginning April 25, 1992 and ending on April 30, 1993. For purposes of this Section 1(f), Employee shall be deemed to have invested the aforesaid funds in Phantom Common Stock under the SBP since April 25, 1992.

2.          Sharing of Expense . In the event that the Employee is employed at more than one subsidiary or affiliate of Southern (a “Southern Entity”), the liability for amounts paid under Sections 1(a) – (d) of this Agreement shall be apportioned so that each such company is obligated in accordance with this Section 2 to cover their percentage of the total liability as determined below. Each company's share of the liability shall be calculated by multiplying the Payment by a fraction where the numerator of such fraction is the base rate of pay received by the Employee at the respective company on his date of termination of employment or transfer, as applicable, multiplied by the Accredited Service as defined in the Pension Plan earned by the Employee at the respective company and where the denominator of such fraction is the sum of all numerators calculated for each respective company by which the Employee has been employed.

3.          Transfer of Employment to a Southern Subsidiary or Affiliate . In the event that Employee's employment by the Company is terminated and Employee shall become immediately re-employed by a Southern Entity, the Company shall assign this Agreement pursuant to an Assignment Agreement substantially in the form of Exhibit 1 attached hereto, and such assignee shall become the "Company" for all purposes hereunder. Such Southern Entity shall accept such assignment, but if for any reason this does not occur, Southern shall accept such assignment. In the event of such assignment, liability for any amounts to be paid under this Agreement shall be

shared pro rata by the Southern Parties and any such assignee (collectively "Contract Obligors") based upon the allocation methodology set forth in Section 2.

(a)        Preamble . As a material inducement to the Southern Parties to enter into this Agreement, and the recognition of the valuable experience, knowledge and proprietary information Employee gained from his employment with the Company, Employee warrants and agrees he will abide by and adhere to the following business protection provisions in this Section 4.

(b)        Definitions . For purposes of this Section 4, the following terms shall have the following meanings:

(i)        " Competitive Position " shall mean any employment, consulting, advisory, directorship, agency, promotional or independent contractor arrangement between Employee and any Entity (as defined below) engaged wholly or in material part in the business that the Company is engaged in whereby Employee is required to or does perform services on behalf of or for the benefit of such Entity which are substantially similar to the services Employee participated in or directed while employed by the Company or any other Southern Entity.

(ii)       " Confidential Information " shall mean the proprietary or confidential data, information, documents or materials (whether oral, written, electronic or otherwise) belonging to or pertaining to the Company or any of the other Southern Entities, other than "Trade Secrets" (as defined below), which is of tangible or intangible value to any of the Southern Entities and the details of which are not generally known to the competitors of the Southern Entities. Confidential Information shall also include: (A) any items that any of the Southern Entities have marked "CONFIDENTIAL" or some similar designation or are otherwise identified as being confidential; (B) all non-public information known by or in the possession of Employee related to or regarding any proceedings involving or related to the Southern Entities before any federal or state regulatory agencies; and (C) all communications, research, analysis, reports, opinions, recommendations and presentations prepared, reviewed, edited or possessed by Employee at any time during his employment, whether marked Confidential or not, which relate to electric utilities, electric generation or

transmission in the United States, or the building, acquisition or ownership of electric utility assets in the United States.

(iii)      " Entity " or " Entities " shall mean any person, business, individual, partnership, joint venture, agency, governmental agency, body or subdivision, association, firm, corporation, limited liability company or other entity of any kind.

(iv)      " Territory " shall mean the service territory of the Southern Entities and those states contiguous to such service territory or otherwise connected through regional electric markets..

(v)       " Trade Secrets " shall mean information or data of or about any of the Southern Entities, including, but not limited to, technical or non-technical data, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans or lists of actual or potential customers or suppliers that: (A) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (B) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. Employee agrees that trade secrets include non-public information related to the rate making process of the Southern Entities and any other information which is defined as a "trade secret" under applicable law, regardless of the process through which Employee would have become aware of or possessed such information.

(vi)      " Work Product " shall mean all tangible work product, memoranda, working papers, property, data, documentation, concepts or plans, inventions, improvements, techniques and processes (and drafts thereof) relating to the Southern Entities that were conceived, discovered, created, written, revised or developed by Employee during the term of his employment with the Company.

(i)        In recognition of the need of the Company to protect its legitimate business interests, Confidential Information and Trade Secrets, Employee hereby covenants and agrees that Employee shall regard and treat Trade Secrets and all Confidential Information as strictly confidential and wholly-owned by the Company and shall not, for any reason, in any fashion, either directly or

indirectly, use, sell, lend, lease, dist