STATE OF GEORGIA  )
                  )
COUNTY OF CHATHAM )


         THIS AGREEMENT is made and entered into as of the 3rd day of December,
1990, by and between W. MILES GREER, of Chatham County, Georgia ("Employee"),
and SAVANNAH ELECTRIC AND POWER COMPANY, a Georgia public utility corporation,
with its principal office and place of business in Chatham county, Georgia (the
"Company").

                              W I T N E S S E T H :

         WHERAS, Employee was employed by the Company on December 1, 1983, and
was thereafter duly elected as an officer of the Company; and

         WHEREAS, prior to accepting employment by the Company, Employee and the
Company negotiated a contract providing for Employee's compensation; and

         WHEREAS, the Company agreed, in connection with Employee's
compensation, to credit Employee with eight (8) years of additional service with
the Company under the terms and provisions of the Company's supplemental
Executive Retirement Plan ("SERP") and the Company's Deferred Compensation Plan
for Key Employees ("Deferred Compensation Plan"), copies of which are attached
hereto as Exhibits "A" and "B," respectively, and made a part hereof by
reference; and

         WHEREAS, the Company and Employee desire to confirm and reduce to
writing their mutual understanding and agreement for such service credit of the
Employee under the SERP and the Deferred Compensation Plan of the Company;

         NOW, THEREFORE, for and in consideration of the premises, and other
good and valuable legal consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto hereby agree as follows:

         1. Additional Credited Service for Employee. The Company hereby credits
Employee with eight (8) years of additional service under the provisions of the
Company's SERP and Deferred Compensation Plan. Such eight (8) years of
additional service of Employee shall be added to Employee's "Credited Service"
as defined under Section 2.06 of said SERP and added to Employee's "Year of
Service" as defined under Article II, Section 21, of said Deferred Compensation
Plan.

         2. Confirmation of SERP and Deferred Compensation Plan. Except as
amended hereby with respect to Employee, all of the terms and provisions of the
SERP and Deferred Compensation Plan with respect to the Employee shall remain in
full force and effect, including, without limitation, the provisions thereof
providing for amendment and termination.


<PAGE>


         IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officers and its corporate seal to be affixed
and Employee has hereunto set his hand and seal as of the day and year first
above written.

                          SAVANNAH ELECTRIC AND POWER COMPANY

                          By:________________________________________
                                                     President

                          Attest:______________________________________
                                      Treasurer and Secretary

      (Corporate Seal)

                                ------------------------------
                                       W Miles Greer