Exhibit 10(a)117 FIRST AMENDMENT TO AND ASSIGNMENT OF DEFERRED COMPENSATION AGREEMENT THIS FIRST AMENDMENT TO AND ASSIGMENT OF DEFERRED COMPENSATION AGREEMENT ("Amendment") made and entered into by and between The Southern Company ("Southern"),...

                                                               Exhibit 10(a)117


                      FIRST AMENDMENT TO AND ASSIGNMENT OF
                         DEFERRED COMPENSATION AGREEMENT

     THIS FIRST AMENDMENT TO AND ASSIGMENT OF DEFERRED COMPENSATION AGREEMENT
("Amendment") made and entered into by and between The Southern Company
("Southern"), Southern Company Services, Inc. (the "Company"), Georgia Power
Company ("GPC") and Xxxxx X. Xxxxxxxx ("Xx. Xxxxxxxx"), effective as of the 25th
day of May, 2002.

                              W I T N E S S E T H:
                               - - - - - - - - - -

     WHEREAS, The Southern Company, the Company and Xx. Xxxxxxxx entered into
that certain Deferred Compensation Agreement (the "Agreement") effective March
1, 2001;

     WHEREAS, the employment of Xx. Xxxxxxxx has been transferred to GPC;

     WHEREAS, the parties wish to amend and assign the Agreement in connection
with such transfer of employment;

     NOW, THEREFORE, in consideration of the premises, and the agreements of the
parties set forth in this Amendment, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:

                  1. Pursuant to Section 15 of the Agreement, the Company
         assigns the Agreement to GPC and GPC shall be the Company under the
         Agreement for all purposes thereunder.
                  2. Pursuant to Section 15 of the Agreement, the profitability
         goals are amended as set forth on Exhibit A hereof to reflect Xx.
         Xxxxxxxx'x position with GPC.


     IN WITNESS WHEREOF, this First Amendment to and Assignment of Deferred
Compensation Agreement has been executed by the parties, this ___ day of
_____________, 2002.

                                   THE SOUTHERN COMPANY


                          By:      ______________________________



                                   SOUTHERN COMPANY SERVICES, INC.


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


                                   GEORGIA POWER COMPANY


                          By:      ______________________________




                                   XX. XXXXXXXX


                                   ------------------------------
                                   Xxxxx X. Xxxxxxxx







                                    Exhibit A
                         Deferred Compensation Agreement
                         Schedule of Profitability Goals
                             For Performance Period


         The Southern Company shall earn its Earnings Per Share Goal and Georgia
Power Company shall meet its annual commitment to Southern Company for each of
the calendar years in the Performance Period. Achievement of the goal shall be
assessed annually by the Chief Financial Officer of The Southern Company and
documented in Exhibit B.













                                    Exhibit B
                         Deferred Compensation Agreement
                   Annual Documentation of Profitability Goals
                             For Performance Period