Exhibit 10(a)5
AMENDED AND RESTATED
SUPPLEMENTAL PENSION AGREEMENT
THIS AGREEMENT, made and entered into this _____ day of _______________, 2003, by and between
GEORGIA POWER COMPANY ("GPC"), SOUTHERN COMPANY ("Southern"), SOUTHERN
COMPANY SERVICES, INC. ("SCS") (GPC, Southern and SCS are each referred to herein individually as
"Company" and collectively as "Companies"), and C.B. HARRELD ("Harreld").
W I T N E S S E T H:
WHEREAS, Harreld's formal employment by GPC began on July 6, 1982; however, his valuable services to
GPC actually commenced at a considerably earlier date with his employment on August 6, 1966 as an
accountant with Arthur Andersen & Company; and
WHEREAS, the knowledge of the affairs and business of GPC and Southern acquired by Harreld while in this
capacity as an accountant has proven of great value to GPC and Southern in the years since his formal
employment, and will, in the opinion of GPC and SCS, continue to do so in the future; and
WHEREAS, GPC and Harreld entered into an agreement as of July 29, 1994, for the provision of certain
supplemental retirement benefits ("GPC Agreement"); and
WHEREAS, the GPC Agreement was amended and restated as of May 20, 1996 in order to recognize
Harreld's transfer to Mirant Services LLC (formerly, Southern Electric International, Inc.) ("Mirant Services") on
September 9, 1995 and to provide for Mirant Services' payment of its proportionate share of the supplemental
retirement benefits previously agreed to be paid to Harreld by GPC in addition to any supplemental retirement
benefits to which Harreld may be entitled to receive as an employee of Mirant Services ("Mirant Agreement");
and
WHEREAS, the Mirant Agreement was amended and restated as of September 4, 2001 in order to recognize
Harreld's transfer to SCS on February 17, 2001 and Southern's assumption of liability for Mirant Services'
proportionate share of supplemental retirement benefits under the Mirant Agreement as a result of the spinoff of
Mirant Corporation (formerly