We have been working on ISDA's with you for several of our subsidiaries
(Georgia Power Company, Mississippi Power Company, Gulf Power Company and
Savannah Electric and Power Company).  Up to this point, we have wanted to
execute an ISDA for each of these companies.  Due to the way in which we
operate our generation assets as a single system, we have decided that we
need to change the way in which we enter these ISDA's.  We would like to
execute a single ISDA with you that includes six of our subsidiaries.  This
is how we have entered some of our physical trading contracts.  In this
arrangement, the counterparty on Southern's side would be listed as,

"Southern Company Services, Inc. as agent for Alabama Power Company, Georgia
Power Company, Gulf Power Company, Mississippi Power Company, Savannah
Electric and Power Company, and Southern Power Company"

By using this approach, we have more flexibility in entering trades and it
provides even stronger credit protection for you since all six of these
companies are on the hook.  Probably the best way to proceed is for you to
forward your comments back to me from the last draft I sent to you.  I will
then make the changes to reflect this approach described above and send back
to you.  I look forward to receiving your comments back.  Please give me a
call if you have any questions.

Thanks,

Todd A. Perkins
taperkin@southernco.com
(404) 506-0655

> -----Original Message-----
> From:	Perkins, Todd A.
> Sent:	Friday, July 27, 2001 10:15 AM
> To:	'Heard, Marie'
> Subject:	RE: Draft ISDA Master Agreements
>
> Here are the ISDA Schedules for Georgia Power, Mississippi Power, and
> Savannah Electric with our comments.  Please let me know when you are
> ready to discuss.
>
> Todd Perkins
> Southern Company
> 404-506-0655
>
>  << File: Enron - Georgia ISDA Schedule.doc >>  << File: Enron -
> Mississippi ISDA Schedule.doc >>  << File: Enron - Savannah ISDA
> Schedule.doc >>
>
> 	-----Original Message-----
> 	From:	Heard, Marie [SMTP:Marie.Heard@enron.com]
> 	Sent:	Thursday, July 12, 2001 11:56 AM
> 	To:	taperkin@southernco.com
> 	Subject:	FW: Draft ISDA Master Agreements
>
>
> 	Hope this reaches you this time.
>
> 	Marie
> 	>  -----Original Message-----
> 	> From: 	Heard, Marie
> 	> Sent:	Wednesday, July 11, 2001 5:01 PM
> 	> To:	'taperkin@southernco.com'
> 	> Cc:	Espinoza, Veronica; Boyd, Samantha; Panus, Stephanie;
> Hendry,
> 	> Brent
> 	> Subject:	Draft ISDA Master Agreements
> 	>
> 	> Mr. Perkins:
> 	>
> 	> Pursuant to Veronica Espinoza's request, I am attaching the
> following
> 	> for your review:
> 	>
> 	> 1.	Schedule to the ISDA Master Agreement and Paragraph 13 to
> the
> 	> ISDA Credit Support Annex between Enron North America Corp.
> ("ENA")
> 	> and Savannah Electric and Power Company.
> 	>
> 	> 2.	Schedule to the ISDA Master Agreement and Paragraph 13 to
> the
> 	> ISDA Credit Support Annex between ENA and Georgia Power Company.
> 	>
> 	> 3.	Schedule to the ISDA Master Agreement and Paragraph 13 to
> the
> 	> ISDA Credit Support Annex between ENA and Mississippi Power
> Company.
> 	>
> 	> Please do not hesitate to contact either Brent Hendry, Senior
> Counsel
> 	> at (713) 853-7124 (brent.hendry@enron.com) or me should you have
> any
> 	> questions or comments.  We look forward to hearing your comments.
> 	>
> 	> Marie Heard
> 	> Senior Legal Specialist
> 	> Enron North America Corp.
> 	> Phone:  (713) 853-3907
> 	> Fax:  (713) 646-3490
> 	> marie.heard@enron.com
> 	>
> 	>
> 	> 				 <<020ctr(savannah).doc>>
> <<106
> 	> ctr (Georgia Power Co).doc>> 	 <<153ctr(miss power).doc>>  <<
> File: 020ctr(savannah).doc >>  << File: 106 ctr (Georgia Power Co).doc >>
> << File: 153ctr(miss power).doc >>