Exhibit 10(f)13

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                                       OF

                       SAVANNAH ELECTRIC AND POWER COMPANY

                 Amended and Restated Effective October 26, 2000


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                                TABLE OF CONTENTS

ARTICLE I       ADOPTION AND PURPOSE......................................1
         1.1    Adoption of Plan..........................................1
         1.2    Purpose...................................................1

ARTICLE II      DEFINITIONS...............................................1
         2.1    Accrued SERP Retirement Benefit...........................1
         2.2    Assumed Pension Plan Retirement Benefit....................
         1

         2.3    Change in Control Benefit Plans Policy....................2
         2.4    Committee.................................................2
         2.5    Company...................................................2
         2.6    Credited Service..........................................2
         2.7    Designated Beneficiary....................................2
         2.8    Disability Benefit........................................2
         2.9    Disability Date...........................................2
         2.10   Early Retirement Date.....................................2
         2.11   Early Retirement Factor...................................2
         2.12   Eligible Spouse...........................................3
         2.13   FICA Adjustment...........................................3
         2.14   Final Average Salary......................................3
         2.15   Normal Retirement Date....................................3
         2.16   Participant...............................................4
         2.17   Plan......................................................4
         2.18   Postponed Retirement Date.................................4
         2.19   Salary....................................................4
         2.20   SEPCO Schedule............................................4
         2.21   SERP Death Benefit........................................4
         2.22   SERP Disability Benefit...................................4
         2.23   SERP Retirement Benefit...................................4
         2.24   Severance Date............................................4
         2.25   Social Security Amount....................................5
         2.26   Southern Pension Plan.....................................5
         2.27   Total Disability and Totally Disabled.....................5
         2.28   Vested Percentage.........................................5

ARTICLE III     ELIGIBILITY AND PARTICIPATION.............................5
         3.1    Eligibility...............................................5
         3.2    Participation.............................................5

ARTICLE IV      RETIREMENT BENEFITS.......................................6
         4.1    Normal Retirement.........................................6
         4.2    Early Retirement..........................................6
         4.3    Postponed Retirement......................................7
         4.4    Commencement and Form of Payment..........................7
         4.5    Re-employment of Retired Participant......................7
         4.6    Transfers  between  Companies  and Other  Special
                Events....................................................7
         4.7    Effect of Other Arrangement on Plan Benefits..............9
         4.8    Effect of Certain  Pre-Retirement  Death  Benefit
                Elections................................................10


ARTICLE V       PRERETIREMENT DEATH BENEFITS.............................10
         5.1    Death Benefit............................................10
         5.2    Payment..................................................10

ARTICLE VI      DISABILITY BENEFITS......................................11
         6.1    Disability Prior to Retirement Date......................11
         6.2    Benefit at Retirement Date...............................12

ARTICLE VII     SEVERANCE BENEFITS.......................................12
         7.1    Eligibility..............................................12
         7.2    Participant Benefit......................................12
         7.3    Spousal Benefit..........................................13
         7.4    Resumption of Employment After Severance.................13

ARTICLE VIII    CHANGE IN CONTROL........................................13

ARTICLE IX      ADMINISTRATIVE COMMITTEE.................................14
         9.1    Authority................................................14
         9.2    Voting...................................................14
         9.3    Records..................................................14
         9.4    Liability................................................14

ARTICLE X       AMENDMENT AND TERMINATION................................14
         10.1   Amendment and Termination................................14

ARTICLE XI      MISCELLANEOUS............................................14
         11.1   Non-Alienation of Benefits...............................14
         11.2   No Trust Created.........................................15
         11.3   No Employment Agreement..................................15
         11.4   Binding Effect...........................................15
         11.5   Suicide..................................................15
         11.6   Claims for Benefits......................................15
         11.7   Recourse Against Deferred Compensation Trust.............16
         11.8   Post-Retirement Adjustments..............................16
         11.9   Entire Plan..............................................16
         11.10  Merger or Consolidation..................................16
         11.11  Age Differential of Spouse...............................16

ARTICLE XII     CONSTRUCTION.............................................17
         12.1   Governing Law............................................17
         12.2   Gender...................................................17
         12.3   Headings, etc............................................17
         12.4   Children.................................................17
         12.5   Action...................................................17


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                                    ARTICLE I

                              ADOPTION AND PURPOSE

         1.1 Adoption of Plan. The Company previously established the
Supplemental Executive Retirement Plan of Savannah Electric and Power Company,
effective as of January 1, 1984. The Plan was subsequently amended and restated
by the Company, effective as of January 1, 1987, was again amended and restated,
effective as of January 1, 1996 and was subsequently amended three more times.
It was then amended and restated effective January 1, 1998. The Company hereby
again amends and restates the Supplemental Executive Retirement Plan of Savannah
Electric and Power Company, as hereinafter stated, to be effective as of October
26, 2000.

         1.2 Purpose. This Plan is designed and implemented for the purpose of
enhancing the earnings and growth of Savannah Electric and Power Company by
providing to the limited group of management employees largely responsible for
such earnings and long-term growth deferred compensation in the form of
supplemental retirement income benefits, thereby increasing the incentive of
such key management employees to make the Company more profitable. The benefits
are normally payable to Participants upon retirement, disability or death. The
terms of the benefits operate in conjunction with the Participant's benefits
payable under The Southern Company Pension Plan and the Southern Company
Services, Inc. Long Term Disability Plan, as adopted by Savannah Electric and
Power Company, and are designed to supplement such benefits and provide the
Participant with additional financial security upon retirement, disability or
death.

                                   ARTICLE II

                                   DEFINITIONS

         Unless otherwise clearly required by the context, the terms used herein
shall have the following meanings:

         2.1 "Accrued SERP Retirement Benefit" shall mean the amount determined
by multiplying the Participant's SERP Retirement Benefit times a fraction (not
exceeding 1.0), the numerator of which is the number of years and months of
Credited Service completed on the Participant's Early Retirement Date, Severance
Date or any other date, whichever is applicable, and the denominator of which
shall be the greater of (a) the number of years and months of Credited Service
which the Participant would have completed upon attainment of age 62 if he had
remained employed until such time or (b) 15 years of Credited Service.

         2.2 "Assumed Pension Plan Retirement Benefit" shall mean the annual
retirement benefit a Participant would receive under the Southern Pension Plan
(determined after any reductions for early retirement but before adjustments
attributable to elections of optional forms of benefit and/or pre-retirement
survivor annuities), calculated with the following assumptions:

                  (a) A married Participant elects to receive his retirement
         benefit on a life and seventy-five percent (75%) joint survivor basis.

                  (b) A single Participant elects to receive his retirement
         benefit on a life and ten-year certain basis.

         The calculation of the above-referenced forms of payment shall be done
utilizing the assumptions set forth in Section 1.15 of the SEPCO Schedule.

         2.3 "Change in Control Benefit Plans Policy" shall mean the change in
control benefit plans policy for Company only plans, as approved by the Board of
Directors of the Company, as it may be amended from time to time in accordance
with the provisions therein

         2.4 "Committee" shall mean the Administrative Benefits Committee
appointed by the Board of Directors of the Company to administer the Plan.

         2.5 "Company" shall mean Savannah Electric and Power Company and any
successor to Savannah Electric and Power Company by merger, purchase or
otherwise.

         2.6 "Credited Service" shall have the same meaning as set forth in the
Southern Pension Plan.

         2.7 "Designated Beneficiary" shall mean one or more beneficiaries, as
designated by a Participant in writing delivered to the Committee, to whom
certain pre-retirement death benefit payments shall be made pursuant to the
provisions of Article V. In the event no such written designation is made by the
Participant or if such beneficiary shall not be living or in existence at the
time for commencement of payment, the Participant shall be deemed to have
designated his estate as such beneficiary.

         2.8 "Disability Benefit" shall mean a Totally Disabled Participant's
actual annual disability benefit paid pursuant to the Southern Company Services,
Inc. Long Term Disability Plan, as adopted by Savannah Electric and Power
Company.

         2.9 "Disability Date" shall be the day first following the expiration
of the "Waiting Period" as that term is set forth in the Southern Company
Services, Inc. Long Term Disability Plan, as adopted by Savannah Electric and
Power Company.

         2.10 "Early Retirement Date" shall have the same meaning as set forth
in the Southern Pension Plan.

         2.11 "Early Retirement Factor" shall be for a Participant who has
attained age 55 and retires a fraction not exceeding 1.0, the numerator of which
shall be the number of years and months of Credited Service which the
Participant would have completed at the commencement of benefits from this Plan
if he had remained employed until such time and the denominator of which shall
be the Participant's number of years and months of Credited Service which he
would have completed at attainment of age 62 if he had remained employed until
such age. In addition to the foregoing, the Early Retirement Factor shall
include for a Participant who elects to retire on or after attainment of age 50
but before attainment of age 55 (in accordance with the terms of the Southern
Pension Plan) a reduction of one-third of one percent (0[OBJECT OMITTED]%) for
each month, by which the Participant's age at the time payment commences
precedes the Participant's attainment of age 55.

         2.12 "Eligible Spouse" shall mean the spouse of a Participant who under
the laws of the state where the marriage was contracted, is deemed married to
that Participant on the date on which the payments from this Plan are to begin
to the Participant, except that for purposes of Article V, Eligible Spouse shall
mean a person who is married to a Participant for a period of at least twelve
months prior to his death.

         2.13 "FICA Adjustment" shall mean the benefit that is paid under the
terms of this Plan except that the amount of the monthly benefit will be
modified at the appropriate time based on the commencement of payments as
follows. Payments shall be adjusted to include three components:

                  (a) the amount necessary to pay the tax due under the Federal
         Insurance Contributions Act with respect to the benefit determined upon
         eligibility to commence payments (or such other appropriate "resolution
         date" as defined under Treasury Regulation ss. 31.3121(v)-2) calculated
         in accordance with the applicable provisions of this Plan;

                  (b) the amount estimated to pay the federal and state income
         tax withholding liability due on the amount paid under Paragraph (a)
         above; and

                  (c) an adjusted monthly benefit determined on an actuarially
         equivalent basis in accordance with the terms of the [Pension Plan]
         which takes into account the amounts paid under Paragraphs (a) and (b)
         above and taking into account the form of benefit elected by the
         Participant under this Plan.

Upon adjustment, the remaining monthly payment shall equal the amount described
in Paragraph (c) above.

         2.14 "Final Average Salary" shall mean a Participant's average yearly
Salary during the 36 months of highest compensation within the 120 month period
immediately preceding the earliest to occur of the Participant's Severance Date,
Disability Date, date of death, Early Retirement Date, Normal Retirement Date,
or Postponed Retirement Date, whichever is applicable. For purposes of the
preceding sentence, effective January 1, 1994, the determination of the 36
highest consecutive months with the 120 month period shall only include those
months in which the Participant receives Salary. In the event the Participant
does not have at least 36 months of regular employment with the Company, Final
Average Salary shall mean the average yearly Salary for the Participant's total
number of calendar months of employment; provided, however, that if a
Participant dies during Total Disability, Final Average Salary shall be
determined for the appropriate months immediately preceding the Participant's
Disability Date.

         2.15 "Normal Retirement Date" shall mean the first day of the calendar
month following the birthday on which a Participant attains the age of 65.

         2.16 "Participant" shall mean an employee or former employee of the
Company who is eligible and is participating in the Plan in accordance with
Article III of this Plan.

         2.17 "Plan" shall mean the Supplemental Executive Retirement Plan of
Savannah Electric and Power Company, as contained herein and as may be amended
from time to time hereafter.

         2.18 "Postponed Retirement Date" shall mean the first day of the
calendar month on which a Participant actually retires after his Normal
Retirement Date.

         2.19 "Salary" shall mean the annual compensation, excluding any long
term or short term incentive plan compensation, paid by the Company to a
Participant plus compensation, other than short term or long term incentive
amounts, deferred under any defined compensation plan or arrangement (including
without limitation, the Deferred Compensation Plan for Key Employees of Savannah
Electric and Power Company).

         2.20 "SEPCO Schedule" shall mean that same named schedule attached to
the Southern Pension Plan, as may be amended from time to time.

         2.21 "SERP Death Benefit" shall mean an amount equal to fifty-two and
one-half percent (52 1/2%) of the Participant's Final Average Salary, reduced by
both of the following:

                  (a) the Participant's Southern Pension Plan pre-retirement
         death benefit, if any (determined without respect to adjustments
         attributable to elections under Sections 7.1(a) or 7.6(a) of the
         Southern Pension Plan); and

                  (b) fifty percent (50%) of the Participant's Social Security
         Amount.

         2.22 "SERP Disability Benefit" shall mean an amount equal to seventy
percent (70%) of the Participant's Final Average Salary, reduced by both of the
following:

                  (a) the Participant's Disability Benefit, if any; and

                  (b) the Participant's Social Security Amount.

         2.23 "SERP Retirement Benefit" shall mean an amount equal to seventy
percent (70%) of the Participant's Final Average Salary, reduced by both of the
following:

                  (a) the Participant's Assumed Pension Plan Retirement Benefit;
         and

                  (b) fifty percent (50%) of the Participant's Social Security
         Amount.

         2.24 "Severance Date" shall mean the date a Participant leaves the
employ of the Company other than for retirement, Total Disability or death.

         2.25 "Social Security Amount" shall have the same meaning as set forth
in Section 1.29 of the SEPCO Schedule.

         2.26 "Southern Pension Plan" shall mean The Southern Company Pension
Plan, as amended and restated effective January 1, 1997, as may be amended from
time to time.

         2.27 "Total Disability and Totally Disabled" shall have the same
meaning as set forth in the Southern Company Services, Inc. Long Term Disability
Plan, as adopted by Savannah Electric and Power Company.

         2.28 "Vested Percentage" shall mean a Participant's vested percentage
in his benefits under the Plan as determined in accordance with the following
schedule:

       Years of Credited
   Service at Severance Date                        Vested Percentage
   -------------------------                        -----------------
               6                                           10%
               7                                           20%
               8                                           30%
               9                                           40%
               10                                          50%
               11                                          60%
               12                                          70%
               13                                          80%
               14                                          90%
           15 or more                                      100%

Notwithstanding anything to the contrary above, the Vested Percentage of a
Participant who has attained age 60 shall be 100%.

                                   ARTICLE III

                          ELIGIBILITY AND PARTICIPATION

         3.1 Eligibility. The Committee shall have the sole discretion to
determine the employees or former employees that are eligible to become or
remain Participants, as the case may be, in accordance with the purposes of the
Plan. Notwithstanding the preceding sentence, on and after January 1, 1998, the
Committee shall not authorize the participation of any employee in the Plan
other than those employees who have Participant status on December 31, 1997. The
Committee may, however, authorize, in its sole discretion, former employees to
remain Participants.

         3.2 Participation. The Committee shall notify those employees selected
as Participants of their participation and resulting benefits.

                                   ARTICLE IV

                               RETIREMENT BENEFITS

         4.1 Normal Retirement.

                  (a) Participant Benefit. Upon retirement at his Normal
         Retirement Date, a Participant shall become entitled to receive an
         amount equal to 1/12th of the Participant's SERP Retirement Benefit,
         payable monthly during the Participant's lifetime.

                  (b) Spousal Benefit. Upon the death of a retired Participant
         who is either receiving or entitled to receive a Normal Retirement
         Benefit in accordance with Section 4.1(a), the surviving Eligible
         Spouse of such a Participant, if any, shall become entitled to receive
         an amount equal to 75% of the deceased Participant's Normal Retirement
         Benefit, payable monthly to the Eligible Spouse during her lifetime.

         4.2 Early Retirement.

                  (a) Participant Benefit. Upon retirement at his Early
         Retirement Date, a Participant shall become entitled to receive an
         amount equal to 1/12th of the Participant's Accrued SERP Retirement
         Benefit (as adjusted below, where applicable), payable monthly during
         the Participant's lifetime. For purposes of determining the
         Participant's Accrued SERP Retirement Benefit, 70% of Final Average
         Salary shall be reduced by the Early Retirement Factor when the
         Participant's retirement income under the Pension Plan commences prior
         to the Participant's attainment of age 62.

                  (b) Spousal Benefit. Upon the death of a retired Participant
         who is either receiving or entitled to receive an Early Retirement
         Benefit in accordance with Section 4.2(a), the surviving Eligible
         Spouse of such Participant, if any, shall become entitled to receive
         the benefit described in Section 4.2(b)(1) or (b)(2) below, whichever
         is applicable:

                                    (1) If the Participant was receiving his
                                    Early Retirement Benefit at the time of his
                                    death, his surviving Eligible Spouse, if
                                    any, shall receive a monthly amount equal to
                                    75% of the deceased Participant's actual
                                    Early Retirement Benefit, payable monthly to
                                    the Eligible Spouse during her lifetime.

                                    (2) If the Participant's death occurs prior
                                    to commencement of payment of his Early
                                    Retirement Benefit, his surviving Eligible
                                    Spouse, if any, shall receive a monthly
                                    amount equal to 75% of the deceased
                                    Participant's Early Retirement Benefit
                                    calculated as if payment of such
                                    Participant's Early Retirement Benefit had
                                    commenced at his date of death, payable
                                    monthly to the Eligible Spouse during her
                                    lifetime.

         4.3 Postponed Retirement.

                  (a) Participant Benefit. Upon retirement at a Postponed
         Retirement Date, a Participant shall become entitled to receive an
         amount equal to 1/12th of the Participant's SERP Retirement Benefit,
         payable monthly during the Participant's lifetime.

                  (b) Spousal Benefit. Upon the death of a retired Participant
         who is either receiving or entitled to receive a Postponed Retirement
         Benefit in accordance with Section 4.3(a), the surviving Eligible
         Spouse of such a Participant, if any, shall become entitled to receive
         an amount equal to 75% of the deceased Participant's Postponed
         Retirement Benefit, payable monthly to the Eligible Spouse during her
         lifetime.

         4.4 Commencement and Form of Payment. The payment of a Participant's
benefits under this Article IV taking into account the FICA Adjustment shall
commence at the same time as his retirement payments from the Southern Pension
Plan. All benefits payable to an Eligible Spouse under this Article IV shall
commence within 60 days of the Participant's death. The Participant may elect
any form of payment available under the Southern Pension Plan except for the
level income option coordinated with Social Security described in Section 5.5 of
the Southern Pension Plan. The calculation of the above-referenced forms of
payment shall be done utilizing the assumptions set forth in Section 1.15 of the
SEPCO Schedule.

         4.5 Re-employment of Retired Participant. A retired Participant who is
receiving or eligible to receive retirement benefits under this Article IV who
is re-employed by the Company shall not be eligible to resume participation in
the Plan.

         4.6 Transfers between Companies and Other Special Events. Except as
provided below, following a transfer of employment or after incurring certain
other enumerated events, the Participant shall not be entitled to or accrue any
benefits under the Plan except as provided in this Section 4.6.

                           (a) (1) In the event a Participant in the Plan incurs
                  one or more of the following adverse events prior to
                  commencement of payment of his benefits under the Plan but
                  after the Participant is eligible to retire as of an Early
                  Retirement Date, such Participant will be entitled to the
                  benefit described in Section 4.6(a)(2):

                                            (A) The Participant is involuntarily
                                    transferred to another subsidiary or
                                    affiliate of The Southern Company
                                    ("Transferee Company") on account of the
                                    functionalization of his job or on account
                                    of a merger or consolidation of the Company
                                    (including if such merger or consolidation
                                    constitutes a Change in Control as defined
                                    in the Change in Control Benefit Plans
                                    Policy) and for reasons other than for cause
                                    is terminated by the Transferee Company,
                                    demoted to a lower grade level position or
                                    incurs a salary reduction or freeze,
                                    provided he otherwise remains eligible to
                                    participate in this Plan as a key management
                                    level employee as determined in Article III;
                                    and

                                            (B) For reasons other than for
                                    cause, the Participant is terminated,
                                    demoted to a lower grade level position or
                                    incurs a salary reduction or freeze by the
                                    Company on account of the functionalization
                                    of his job, merger or consolidation of the
                                    Company (including if such merger or
                                    consolidation constitutes a Change in
                                    Control as defined in the Change in Control
                                    Benefit Plans Policy) or an announced
                                    restructuring of management level job
                                    positions, provided he otherwise remains
                                    eligible to participate in this Plan as a
                                    key management level employee as determined
                                    in Article III.

                                    (2) The Participant shall be entitled to a
                           benefit described in Section 4.1 as if he had
                           attained his Normal Retirement Date commencing upon
                           the later of age 55 or the first day of the month
                           first following his termination of employment from
                           the Transferee Company or Company, as applicable. In
                           the event a Participant elects to commence his
                           benefit prior to attainment of age 55, his benefit
                           shall be calculated as provided in Section 4.1 as if
                           he had attained his Normal Retirement Date but shall
                           be reduced by one-twelfth (1/12) of five percent (5%)
                           for each month the benefit commences prior to the
                           date the Participant would attain age 55.

                                    (3) For purposes of calculating any benefit
                           paid to a Participant pursuant to this Section
                           4.6(a), the Participant's Final Average Salary,
                           Social Security Amount, Assumed Pension Plan
                           Retirement Benefit and any other component of the
                           benefit formula under this Plan shall be determined
                           as of the Participant's date of termination from the
                           Company or, if later, from the Transferee Company.

                           (b) In the event a Participant in the Plan transfers
                  to a Transferee Company prior to commencement of payment of
                  his benefits under the Plan and subsequently retires from the
                  Transferee Company or another subsidiary or affiliate of The
                  Southern Company, the benefits to be paid to such Participant
                  under the Plan shall be the amount determined by multiplying
                  the amount determined in accordance with Section 4.6(b)(1)
                  times the amount determined in accordance with Section
                  4.6(b)(2) below.

                                    (1) Seventy percent (70%) of such
                           Participant's Final Average Salary reduced by both of
                           the following:

                                             (A) fifty percent (50%) of such
                                    Participant's Social Security Amount.

                                             (B) such Participant's Assumed
                                    Pension Plan Retirement Benefit as of the
                                    effective date of such transfer of
                                    employment.

                                    (2) The Participant's number of years and
                           months of Credited Service as of the effective date
                           of such transfer plus one year of Credited Service
                           for each year of subsequent employment at the other
                           subsidiary or affiliate of The Southern Company,
                           divided by the number of years and months of Credited
                           Service which the Participant will have completed at
                           age 62 if he remains employed until such age.

         For purposes of calculating any benefit paid a transferred Participant
pursuant to this Section 4.6(b), the Participant's Final Average Salary, Social
Security Amount, Assumed Pension Plan Retirement Benefit and any other such
component of the benefit formula under this Plan, except for Credited Service as
set forth in Section 4.6(b)(2) above, shall be determined as of the
Participant's date of transfer.

         If the transferred Participant retires from another subsidiary or
affiliate of The Southern Company or the Company on a date other than his Normal
Retirement Date, dies, becomes disabled or otherwise ceases to be employed by
another subsidiary or affiliate of The Southern Company or the Company, such
Participant, or surviving spouse in the event of the death of the Participant,
shall receive the benefit available under this Plan due upon the occurrence of
such event as if the Participant continued to accrue service under this Section
4.6(b). Any such alternative benefit shall be subject to all applicable
limitations, adjustments and reductions described in this Plan that apply in the
event that a Participant retires on a date other than his Normal Retirement
Date, dies, becomes disabled or otherwise terminates employment with the
Company, including, but not limited to, those set forth in Sections 4.2, 4.3 and
4.6 hereof and Articles V, VI and VII hereof.

         4.7 Effect of Other Arrangement on Plan Benefits. In the event a
Participant in the Plan enters into a supplemental benefit arrangement with the
Company or Transferee Company other than in accordance with this Plan, in the
sole discretion of the Chief Executive Officer of the Company or any comparable
successor thereto, the benefits to be paid to such Participant under this Plan
may be reduced on an actuarially equivalent basis by the benefits payable to
such Participant under the other supplemental benefit arrangement. The
determination as to whether there exists another supplemental benefit
arrangement shall be made by the Chief Executive Officer of the Company or any
comparable successor thereto in its sole discretion. Notwithstanding the above,
in no event shall a supplemental benefit arrangement include any arrangement
related to a "Change in Control" (as defined in the Change in Control Benefit
Plans Policy) which has been approved by the Board of Directors of the Company.

         4.8 Effect of Certain Pre-Retirement Death Benefit Elections. In the
event that a Participant elects a death benefit subject to a charge under
Section 7.4(a) of the Southern Pension Plan or Section 7.03(d) of the SEPCO
Schedule but does not die before commencing benefits under this Plan, such
Participant's benefit under this Article IV shall be calculated as if the
aforementioned election had not occurred.

                                    ARTICLE V

                          PRERETIREMENT DEATH BENEFITS

         5.1 Death Benefit.

                  (a) Upon the death of a Participant while employed or while
         receiving disability retirement benefits pursuant to Article 6.1
         hereof, prior to his retirement under Article IV, a pre-retirement
         death benefit shall be payable if the deceased Participant is survived
         by either an Eligible Spouse or children under age 21. The monthly
         death benefit described herein shall be an amount equal to 1/12th of
         the Participant's SERP Death Benefit.

                  (b) In the event that a Participant elects a death benefit
         subject to a charge under Section 7.4(a) of the Southern Pension Plan
         or Section 7.03(d) of the SEPCO Schedule and dies before commencing
         benefits under this Plan, the Designated Beneficiary's benefit under
         this Plan shall be calculated as if the aforementioned election had not
         occurred.

         5.2 Payment.

                  (a) If the deceased Participant is survived by an Eligible
         Spouse, the pre-retirement death benefit shall be paid monthly taking
         into account the FICA Adjustment to such Eligible Spouse during her
         lifetime. Notwithstanding the foregoing, if, upon the death of such
         Eligible Spouse, there be then living any children of the Participant
         under age 21, the pre-retirement death benefit described in Section 5.1
         shall be paid monthly to the Participant's Designated Beneficiary until
         the last such surviving child reaches age 21.

                  (b) If the deceased Participant is not survived by an Eligible
         Spouse but is survived by children under age 21, the pre-retirement
         death benefit described in Section 5. 1 shall be paid monthly taking
         into account the FICA Adjustment to the Participant's Designated
         Beneficiary until the last such surviving child reaches age 21.

                                   ARTICLE VI

                               DISABILITY BENEFITS

         6.1 Disability Prior to Retirement Date.

                  (a) Benefit. In the event of Total Disability prior to his
         Normal Retirement Date, the Participant shall become entitled to
         receive a disability retirement benefit commencing on his Disability
         Date. Such monthly disability retirement benefit shall be determined as
         of the date of the Participant's Disability Date and shall be equal to
         1/12th of the Participant's SERP Disability Benefit.

                  (b) Payment. Such disability benefits shall be payable monthly
         taking into account the FICA Adjustment to the Totally Disabled
         Participant until the earliest of the following dates:

                           (1) he resumes working;

                           (2) he refuses to submit to a medical examination or
                  a related series of examinations by a physician or physicians
                  acceptable to the Committee when such examination or related
                  series of examinations is requested by the Committee (but not
                  more often than semi-annually), to determine whether he is
                  eligible for continuation of his disability retirement
                  benefit. These examinations requested by the Committee shall
                  be at the expense of the Company;

                           (3) the Committee determines on the basis of a
                  medical examination herein authorized, or other evidence
                  obtained by said Committee that he has sufficiently recovered
                  to work;

                           (4) he dies;

                           (5) he elects to retire at his Early Retirement Date;
                  or

                           (6) he reaches his Normal Retirement Date.

                  (c) Re-employment of Disabled Participant. A Totally Disabled
         Participant who returns to regular active employment with the Company
         shall be considered to have been on an authorized leave of absence
         during the period he was disabled and, if he shall in due course become
         entitled to retirement benefits hereunder, the period of his Total
         Disability shall be included in his Credited Service and his Salary
         during such period of Total Disability shall be considered to have been
         at the rate of his annual salary in effect during the calendar year
         next preceding commencement of his Total Disability.

         6.2 Benefit at Retirement Date.

                  (a) Benefit. Upon reaching the earlier of his Early Retirement
         Date and electing to retire or his Normal Retirement Date, a
         Participant receiving the disability retirement benefit described in
         Section 6.1 above shall become entitled to the disability retirement
         benefits as described in this Section 6.2(a) taking into account the
         FICA Adjustment in lieu of the retirement benefits provided in Article
         IV. Such benefits shall be calculated at either the Participant's Early
         Retirement Date as elected by the Participant or Normal Retirement
         Date, as the case may be, and shall be equal to the Participant's Early
         Retirement Benefit, and associated Eligible Spouse's benefit, or Normal
         Retirement Benefit, and associated Eligible Spouse's benefit, as the
         case may be, as described in Sections 4.1 and 4.2, as if such disabled
         Participant had actually retired upon his Early Retirement Date or his
         Normal Retirement Date with the prior period of Total Disability being
         treated as Credited Service; provided, however, that in determining
         such Early Retirement Benefit or Normal Retirement Benefit, as the case
         may be, the Participant's Final Average Salary shall be calculated as
         of his Disability Date.

                  (b) Payment. The disability retirement benefits described in
         Section 6.2(a) above shall be payable in the same manner as the
         retirement benefits described in Sections 4. 1 or 4.2, taking into
         account the FICA Adjustment as the case may be, as if the Participant
         had actually retired.

                                   ARTICLE VII

                               SEVERANCE BENEFITS

         7.1 Eligibility. A Participant whose employment is terminated for
reasons other than death, Total Disability or retirement prior to completing
five (5) years of Credited Service shall not be entitled to receive any benefits
under this Plan. A Participant whose employment is transferred to another
subsidiary or affiliate of The Southern Company shall not be eligible to receive
benefits pursuant to Article VII, but shall instead be entitled to the benefits,
if any, described in Section 4.6 above.

         7.2 Participant Benefit. A Participant whose employment is terminated
for reasons other than death, Total Disability or retirement after completing
five (5) years of Credited Service shall be entitled to receive a monthly
severance benefit in an amount equal to 1/12th of the Participant's Vested
Percentage of his Accrued SERP Retirement Benefit calculated as of his Severance
Date, adjusted as follows: for purposes of determining the Participant's Accrued
SERP Retirement Benefit, 70% of Final Average Salary shall be reduced by the
early retirement factor under Section 5.02(b) of the SEPCO Schedule where the
Participant's benefit commences prior to the Participant's attainment of age 62.
In addition to the foregoing, the reductions shall include for a Participant who
commences his severance benefit after attainment of age 50 but before attainment
of age 55 a reduction of one-third of one percent (0[OBJECT OMITTED]%) for each
month by which the Participant's age at the time payment commences precedes the
Participant's attainment of age 55. A Participant's severance benefit shall be
paid monthly to him taking into account the FICA Adjustment for his lifetime,
beginning at the same time when retirement income payments under the Southern
Pension Plan commence.

         7.3 Spousal Benefit. Upon the death of a Participant who (i) has
attained age 50; (ii) is either receiving or entitled to receive a severance
benefit in accordance with Section 7.2; and (iii) is survived by an Eligible
Spouse, such Eligible Spouse shall become entitled to receive the benefit
described in Section 7.3(a) or (b) below, whichever is applicable:

                  (a) If the Participant was receiving his severance benefit at
         the time of his death, the Eligible Spouse's benefit shall be an amount
         equal to 75% of the deceased Participant's actual severance benefit,
         payable monthly to the Eligible Spouse for her lifetime.

                  (b) If the Participant's death occurs prior to commencement of
         payment of his severance benefit, the Eligible Spouse's benefit is a
         monthly amount equal to 75% of the deceased Participant's severance
         benefit calculated as if payment of such Participant's severance
         benefit had commenced at his date of death, payable monthly to the
         Eligible Spouse during her lifetime.

All benefit payments to an Eligible Spouse hereunder taking into account the
FICA Adjustment shall commence within 60 days of the Participant's death.

         7.4 Resumption of Employment After Severance. In the event a
Participant becomes entitled to a severance benefit but prior to commencement of
payment of such benefit such Participant is re-employed by the Company in a
capacity which entitles him to participate in this Plan, he shall forfeit such
severance benefit and shall again participate in the Plan as if his service with
the Company had never terminated; provided, however, that such Participant shall
not receive any Credited Service for the period of time between his termination
of employment and his re-employment. Notwithstanding anything to the contrary
above, if, at the time of the Participant's re-employment, payment of his
severance benefit has already commenced, such Participant shall not be eligible
to commence participation in this Plan and shall, therefore, have no right,
claim or entitlement to any benefits hereunder other than to payment of such
severance benefit.

                                  ARTICLE VIII

                                CHANGE IN CONTROL

         The provisions of the Change in Control Benefit Plans Policy are
incorporated herein by reference to determine the occurrence of a Change in
Control or Preliminary Change in Control of the Company or The Southern Company
(as defined in such Policy), the benefits to be provided hereunder and the
funding of the Trust (as defined in such Policy) in the event of such a Change
in Control. Any modifications to the Change in Control Benefit Plans Policy are
likewise incorporated herein.

                                   ARTICLE IX

                            ADMINISTRATIVE COMMITTEE

         9.1 Authority. This Plan shall be administered by an Administrative
Committee of not less than three (3) members appointed by the Board of Directors
of the Company. The Board of Directors may from time to time appoint members of
the Committee in substitution for the members previously appointed and may fill
vacancies, however caused. The Committee shall have all powers necessary to
enable it to carry out its duties in the administration of the Plan. Not in
limitation, but in application of the foregoing, the Committee shall have the
discretion, duty and power to determine all questions that may arise hereunder
as to the status and rights of participants in the Plan.

         9.2 Voting. The Committee shall act by a majority of the number then
constituting the Committee, and such action may be taken either by a vote at a
meeting or in writing without a meeting.

         9.3 Records. The Committee shall keep a complete record of all its
proceedings and all data relating to the administration of the Plan. The
Committee shall select one of its members as a Chairman. The Committee shall
appoint a Secretary to keep minutes of its meetings and the Secretary may or may
not be a member of the Committee. The Committee shall make such rules and
regulations for the conduct of its business as it shall deem advisable.

         9.4 Liability. No member of the Committee shall be personally liable
for any actions taken by the Committee unless the member's action involves
willful misconduct.

                                    ARTICLE X

                            AMENDMENT AND TERMINATION

         10.1 Amendment and Termination. Except for the provisions of Article
VIII hereof, which may not be amended following a "Savannah Change in Control"
or "Southern Change in Control" (as defined in the Change in Control Benefit
Plans Policy), the Company reserves the right, at any time or from time to time,
by action of its Board of Directors, to modify or amend in whole or in part any
or all provisions of the Plan. In addition, the Company reserves the right by
action of its Board of Directors to terminate the Plan in whole or in part;
provided, however, that such termination shall not affect any vested accrued
benefits of Participants hereunder.

                                   ARTICLE XI

                                  MISCELLANEOUS

         11.1 Non-Alienation of Benefits. No right or benefit under the Plan
shall be subject to anticipation, alienation, sale, assignment, pledge,
encumbrance or charge, and any attempt to anticipate, alienate, sell, assign,
pledge, encumber or charge any right or benefit under the Plan shall be void. No
right or benefit hereunder shall in any manner be liable for or subject to the
debts, contracts, liabilities or torts of the person entitled to such benefits.
If the Participant, Eligible Spouse, or any other beneficiary hereunder shall
become bankrupt, or attempt to anticipate, alienate, sell, assign, pledge,
encumber, or charge any right hereunder, then such right or benefit shall, in
the discretion of the Committee, cease and terminate, and in such event, the
Committee may hold or apply the same or any part thereof for the benefit of the
Participant or his spouse, children or other dependents, or any of them, in such
manner and in such amounts and proportions as the Committee may deem proper.

         11.2 No Trust Created. The obligations of the Company to make payments
hereunder shall constitute a liability of the Company to a Participant. Except
as expressly limited under the terms of the Trust (as defined in the Change in
Control Benefit Plans Policy), such payments shall be made from the general
funds of the Company, and the Company shall not be required to establish or
maintain any special or separate fund, or purchase or acquire life insurance on
a Participant's life, or otherwise to segregate assets to assure that such
payment shall be made, and neither a Participant, Eligible Spouse, or any other
beneficiary shall have any interest in any particular asset of the Company by
reason of its obligations hereunder. Nothing contained in the Plan shall create
or be construed as creating a trust of any kind or any other fiduciary
relationship between the Company and a Participant or any other person.
Notwithstanding the foregoing, in the event a Participant who is employed on or
after January 1, 1999 with the Company disputes the calculation of his benefit
under the terms of this Plan or payment of amounts due under the terms of this
Plan, the Participant has recourse against the Company, the Plan and the Trust
(as defined in the Change in Control Benefit Plans Policy) for the payment of
benefits to the extent such Trust provides. When a Participant becomes entitled
to payment of a benefit hereunder, the Company may, in its sole discretion,
elect to purchase an annuity from a reputable third party annuity provider to
secure payment of all or any portion of the Participant's benefit, pursuant to a
uniform annuitization program adopted by the Committee.

         11.3 No Employment Agreement. Neither the execution of this Plan nor
any action taken by the Company pursuant to this Plan shall be held or construed
to confer on a Participant any legal right to be continued as an Employee of the
Company in an executive position or in any other capacity whatsoever. This Plan
shall not be deemed to constitute a contract of employment between the Company
and a Participant, nor shall any provision herein restrict the right of any
Participant to terminate his employment with the Company.

         11.4 Binding Effect. Obligations incurred by the Company pursuant to
this Plan shall be binding upon and inure to the benefit of the Company, its
successors and assigns, and the Participant, his Eligible Spouse or other
beneficiary.

         11.5 Suicide. Except as hereinafter provided, no benefit shall be
payable under the Plan to a Participant, Eligible Spouse or other beneficiary
where such Participant dies as a result of suicide within two (2) years of his
commencement of participation herein.

         11.6 Claims for Benefits. Each Participant or beneficiary must claim
any benefit to which he is entitled under this Plan by a written notification to
the Committee. If a claim is denied, it must be denied within a reasonable
period of time, and be contained in a written notice stating the following:

                  (a) The specific reason for the denial;

                  (b) Specific reference to the Plan provision on which the
         denial is based;

                  (c) Description of additional information necessary for the
         claimant to present his claim, if any, and an explanation of why such
         material is necessary.

                  (d) An explanation of the Plan's claims review procedure.

         The claimant will have 60 days to request a review of the denial by the
Committee, which will provide a full and fair review. The request for review
must be in writing delivered to the Committee. The claimant may review pertinent
documents, and he may submit issues and comments in writing.

         The decision by the Committee with respect to the review must be given
within 60 days after receipt of the request, unless special circumstances
require an extension (such as for a hearing). In no event shall the decision be
delayed beyond 120 days after receipt of the request for review. The decision
shall be written in a manner calculated to be understood by the claimant, and it
shall include specific reasons and refer to special Plan provisions as to its
effect.

         11.7 Recourse Against Deferred Compensation Trust. In addition to
Section 11.6, in the event a Participant who is employed on or after January 1,
1999 with the Company disputes the calculation of his SERP Benefit, the
Participant has recourse against the Company, the Plan, and the Southern Company
Deferred Compensation Trust for payment of benefits to the extent such Trust so
provides.

         11.8 Post-Retirement Adjustments. To the extent that a Participant's
Retirement Income or Allowance under the Southern Pension Plan is recalculated
as a result of an amendment in order to increase the amount of his Retirement
Income or Allowance, the Participant's benefit under this Plan shall also be
recalculated in order to properly reflect such increase in determining payments
of such benefit made on and after the effective date of the increase.

         11.9 Entire Plan. This document and any amendments contain all the
terms and provisions of the Plan and shall constitute the entire Plan, any other
alleged terms or provisions being of no effect.

         11.10 Merger or Consolidation. In the event of a merger or a
consolidation by the Company with another corporation or the acquisition of
substantially all of the assets or outstanding stock of the Company by another
corporation, then and in such event the obligations and responsibilities of the
Company under this Plan shall be assumed by any such successor or acquiring
corporation, and all of the rights, privileges and benefits of the Participants
hereunder shall continue.

         11.11 Age Differential of Spouse. If a Participant's Eligible Spouse at
the time of commencement of a (a) Normal Retirement Benefit;(b) Early Retirement
Benefit; (c) Postponed Retirement Benefit; (d) pre-retirement death benefit; or
(e) Severance Benefit is more than ten years younger than the Participant, the
monthly benefits payable hereunder shall be reduced actuarially using actuarial
assumptions under Section 1.15 of the SEPCO Schedule and assuming that the
Eligible Spouse is ten years older than such spouse's attained age.

                                   ARTICLE XII

                                  CONSTRUCTION

         12.1 Governing Law. This Plan shall be construed and governed in
accordance with the laws of the State of Georgia.

         12.2 Gender. The masculine gender, where appearing in the Plan, shall
be deemed to include the feminine gender, and the singular may include the
plural, unless the context clearly indicates to the contrary.

         12.3 Headings, etc.. The cover page of this Plan, the Table of Contents
and all headings used in this Plan are for convenience of reference only and are
not part of the substance of this Plan.

         12.4 Children. All references in the Plan to a Participant's children
shall include both natural and adopted children.

         12.5 Action. Any action under this Plan required or permitted by the
Company shall be by action of its Board of Directors or its duly authorized
designee.

         IN WITNESS WHEREOF, this Plan has been executed by duly authorized
officers of Savannah Electric and Power Company this 16th day of November, 2000
to be effective as of October 26, 2000.

                              SAVANNAH ELECTRIC AND POWER COMPANY



                              By:      _______________________________________
By:
                                       Vice President, Treasurer, and
                                                Chief Financial Officer

ATTEST:

---------------------------------------
Comptroller and Secretary