INCOME TAX ALLOCATION AGREEMENT

                           ONE-HUNDRED NINTH AMENDMENT


SE  Choctaw,  Inc.  was  incorporated  in 2002 and is wholly  owned by SE
Finance  Capital  Corporation  II. SE Choctaw,  Inc. does hereby declare and
agree to the terms and conditions  provided in the Income Tax Allocation
Agreement dated December 29, 1981, as amended on April 19, 1988.

                                 Effective Date

This Agreement is effective for the Consolidated Tax reflected on the
Consolidated Tax Return for 2002.

IN WITNESS HEREOF, this Agreement has been executed, as of the 23rd day of
December, 2002.



ATTEST                                  SE Choctaw, Inc.


/s/  Sam Dabbs                          BY: /s/  Christopher J. Kysar
--------------                          -----------------------------
Assistant Secretary                               Vice President













                         INCOME TAX ALLOCATION AGREEMENT

                           ONE-HUNDRED TENTH AMENDMENT


SE Finance Capital Corporation II was incorporated in 2002 and is wholly owned
by Southern Company Holdings, Inc. SE Finance Capital Corporation II does hereby
declare and agree to the terms and conditions provided in the Income Tax
Allocation Agreement dated December 29, 1981, as amended on April 19, 1988.

                                 Effective Date

This Agreement is effective for the Consolidated Tax reflected on the
Consolidated Tax Return for 2002.

IN WITNESS HEREOF, this Agreement has been executed, as of the 23rd day of
December, 2002.



ATTEST                                   SE Finance Capital Corporation II


/s/  Sam Dabbs                           BY: /s/  Christopher J. Kysar
--------------                           -----------------------------
Assistant Secretary                                Vice President