Consulting Agreement

Consulting Agreement

by Mobile Gas Service Corp
February 9th, 1995

   1
                                                                   Exhibit 10(Y)

                              CONSULTING AGREEMENT



         THIS AGREEMENT, made and entered into the 27th day of January, 1995,
by and between MOBILE GAS SERVICE CORPORATION (hereinafter referred to as
"Mobile Gas"), and WALTER L. HOVELL (hereinafter referred to as "Consultant").

         WHEREAS, Consultant will retire effective at the close of business on
January 31, 1995 from his employment as President and Chief Executive Officer
of Mobile Gas;

         WHEREAS, during his long tenure as an employee of Mobile Gas,
Consultant has gained invaluable knowledge and experience regarding the
business operations of Mobile Gas and it subsidiaries; and

         WHEREAS, Mobile Gas desires to retain Consultant so that his services
will be available to Mobile Gas, all as hereinafter more specifically set
forth.



         NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, it is hereby agreed as follows:



         1.      TERM.

                 a.       The term of this Agreement shall commence on February
1, 1995, and shall end on January 31, 1999, unless sooner terminated in
accordance with the provisions of Section 1(b) hereof.

                 b.       This Agreement shall terminate upon the death or
material disability of Consultant.  The Board of Directors of Mobile Gas may
terminate this Agreement in its





                                 Page 17 of 33
   2
sole discretion, without further obligation, in the event of a material breach
of this Agreement by Consultant.

         2.      CONSULTING DUTIES.

                 a.       Consultant will provide such consulting services as
may be requested of him by the Board of Directors of Mobile Gas, or by the
President and Chief Executive Officer of Mobile Gas.

                 b.       In providing services under this Agreement,
Consultant will be acting as an independent contractor and not as an employee
of Mobile Gas or any of its subsidiaries.  Consultant shall have no power to
bind Mobile Gas or any of its subsidiaries or to commit them to any policy
position, contract or other course of action.  Subject to the provisions of
Section 4, consultant is free to render services to such other business
entities as he chooses.



         3.      COMPENSATION.

                 a.       During the term of this Agreement, Consultant shall
be paid $1,500 per month, all payments will be made in arrears on the last day
of each month commencing February 28, 1995.

                 b.       Fees and other compensation received by Consultant
hereunder shall not be deemed to be "compensation" or "salary" for purposes of
any Mobile Gas employee benefit plan or for any other purpose.  Amounts paid
hereunder shall not be subject to federal, state or local income or employment
tax withholding and will be reported





                                 Page 18 of 33
   3
by Mobile Gas on Internal Revenue Form 1099.  Consultant will be responsible
for reporting this income and paying all applicable income and self-employment
taxes relating thereto.

                 c.       Consultant will be entitled to reimbursement for all
ordinary, necessary and reasonable expenses incurred by him in connection with
the performance of consulting services requested of him by the Board of
Directors of Mobile Gas or by the President and Chief Executive Officer of
Mobile Gas, subject to Consultant's providing such expense reporting as is
normally required by Mobile Gas for such reimbursements.



         4.      NON-COMPETITION.  During the term hereof, the Consultant will
not become interested (including without limitation as an individual, partner,
shareholder, officer, employee, director, principal, agent or consultant) in
any business which conducts activities in the market area of the Company or any
of its subsidiaries similar to the business of the Company or any of its
subsidiaries.



         5.      MISCELLANEOUS.

                 a.       This Agreement constitutes the entire understanding
and agreement of the parties and supersedes all prior negotiations,
understandings and agreement, whether oral or written, with respect to the
subject matter hereof.

                 b.       This Agreement shall be governed by and construed
according to the laws of the State of Alabama.





                                 Page 19 of 33
   4
         IN WITNESS WHEREOF, Mobile Gas has caused this instrument to be
executed by its officer thereunder duly authorized on the day and year
indicated above, and Consultant has hereunto set his hand and seal on the day
and year indicated above.



                                              MOBILE GAS SERVICE CORPORATION



                                              By:      /s/John S. Davis
                                                       Its:    President and CEO


                                              CONSULTANT:


                                              /s/ Walter L. Hovell
                                              WALTER L. HOVELL





                                 Page 20 of 33