<DOCUMENT>
<TYPE>DEFA14A
<SEQUENCE>1
<FILENAME>defa14a.txt
<TEXT>

                              The Southern Company
                               Patricia L. Roberts
                               Assistant Secretary
                                  404.506.0542

May 11, 2001

Mr. Steve Sears
Director, U.S. Research
Institutional Shareholder Services
1455 Research Blvd
Rockville, MD 20850

Dear Mr. Sears:

This letter is to confirm that:

1.       The Southern Company commits that it will not:

         (a)      grant more than 20,000,000 shares out of the 30,000,000
                  additional shares to be reserved under the Omnibus Incentive
                  Compensation Plan (the "Plan"),

         (b)      grant more than 10,000,000 of the shares available for
                  issuance under the Plan in the form of awards other than stock
                  options,

         (c)      grant stock options with terms in excess of 10 years,

         (d)      grant stock options with exercise prices that are less than
                  100% of the fair market value of Southern Company common stock
                  on the date granted and

         (e)      reprice share awards under the Plan without the approval of
                  the Company's stockholders, except as may be necessary to
                  prevent dilution of rights in the event of any change in
                  corporate capitalization, such as a stock split, stock
                  dividend or reclassification, or a corporate transaction, such
                  as any merger, consolidation, separation, including a
                  spin-off, or other distribution of stock or property of the
                  Company, any reorganization (whether or not such
                  reorganization comes within the definition of such term in
                  Code Section 368) or any partial or complete liquidation of
                  the Company.

2.   The Plan will be amended by the Board of Directors to reflect these
     commitments when we are otherwise required in the ordinary course of
     business to resubmit the plan for shareholder approval. We currently have
     no reason to believe that the amendment would not be approved.

Sincerely,

/s/Patricia L. Roberts
</TEXT>
</DOCUMENT>