FIRST AMENDMENT TO THE SOUTHERN COMPANY DEFERRED COMPENSATION TRUST AGREEMENT

Exhibit 10(a)16

FIRST AMENDMENT TO THE SOUTHERN COMPANY

DEFERRED COMPENSATION TRUST AGREEMENT

WHEREAS, the Grantors adopted the Southern Company Deferred Compensation Trust Agreement (“Trust”) amended and restated effective January 1, 2001; and

WHEREAS , the Grantors desire to amend the Trust in order to ascertain compliance with Section 409A of the Internal Revenue Code; and

WHEREAS, under Section 4 of the Trust, the Grantors have the authority to amend the Trust.

NOW, THEREFORE, effective as of January 1, 2009, the Grantors hereby amend the Trust as follows:

1.

Section 7 is amended by adding the following Section 7(i) to the end thereof.

Notwithstanding the provisions in this Section 7 or any other provision of the Trust, the dispute resolution provisions shall at all times be administered to be in compliance with Section 409A of the Code and any provision determined by the Trustee to be non-compliant should be disregarded and the Trustee shall take a similar action which the Trustee reasonably believes is compliant with Section 409A of the Code. With respect to the obligation in the Trust to reimburse a Beneficiary for legal fees or any other expenses or assessments (“Expenses”), the following requirements