Exhibit 10(f)17

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




                                       OF





                       SAVANNAH ELECTRIC AND POWER COMPANY


                 Amended and Restated Effective January 1, 1996




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                                TABLE OF CONTENTS



ARTICLE I - ADOPTION AND PURPOSE                                            1

ARTICLE II - DEFINITIONS                                                    2
2.1      Accrued SERP Retirement Benefit..................................  2
2.2      Assumed Pension Plan Retirement Benefit..........................  2
2.3      Committee........................................................  2
2.4      Company..........................................................  2
2.5      Credited Service.................................................  2
2.6      Designated Beneficiary...........................................  2
2.7      Disability Benefit...............................................  2
2.8      Disability Date..................................................  3
2.9      Early Retirement Date............................................  3
2.10     Early Retirement Factor..........................................  3
2.11     Eligible Spouse..................................................  3
2.12     Final Average Salary.............................................  3
2.13     Normal Retirement Date...........................................  3
2.14     Participant......................................................  3
2.15     Pension Plan.....................................................  3
2.16     Pension Plan Spouse's Allowance..................................  3
2.17     Plan.............................................................  4
2.18     Postponed Retirement Date........................................  4
2.19     Salary...........................................................  4
2.20     SERP Death Benefit...............................................  4
2.21     SERP Disability Benefit..........................................  4
2.22     SERP Retirement Benefit..........................................  4
2.23     Severance Date...................................................  4
2.24     Social Security Amount...........................................  4
2.25     Total Disability and Totally Disabled............................  4
2.26     Vested Percentage................................................  5

ARTICLE III - ELIGIBILITY AND PARTICIPATION                                 6
3.1      Eligibility......................................................  6
3.2      Participation....................................................  6

ARTICLE IV - RETIREMENT BENEFITS                                            7
4.1      Normal Retirement................................................  7
4.2      Early Retirement.................................................  7
4.3      Postponed Retirement.............................................  8
4.4      Commencement of Payment..........................................  8
4.5      Re-employment of Retired Participant.............................  8
4.6      Transfers Between Companies......................................  8
4.7      Effect of Other Arrangements on Plan Benefits....................  9


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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                                           13
7.1      Eligibility...................................................... 13
7.2      Participant Benefit.............................................. 13
7.3      Spousal Benefit.................................................. 13
7.4      Resumption of Employment After Severance......................... 14

ARTICLE VIII - ADMINISTRATIVE COMMITTEE                                    15
8.1      Authority........................................................ 15
8.2      Voting........................................................... 15
8.3      Records.......................................................... 15
8.4      Liability........................................................ 15

ARTICLE IX - AMENDMENT AND TERMINATION                                     16

ARTICLE X - MISCELLANEOUS                                                  17
10.1     Non-Alienation of Benefits....................................... 17
10.2     No Trust Created                                                  17
10.3     No Employment Agreement.......................................... 17
10.4     Binding Effect................................................... 17
10.5     Suicide.......................................................... 17
10.6     Claims for Benefits.............................................. 18
10.7     Entire Plan...................................................... 18
10.8     Merger or Consolidation.......................................... 18
10.9     Age Differential of Spouse....................................... 18

ARTICLE XI - CONSTRUCTION                                                  19
11.1     Governing Law.................................................... 19
11.2     Gender........................................................... 19
11.3     Headings, etc.................................................... 19
11.4     Children......................................................... 19
11.5     Action........................................................... 19


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                                    ARTICLE I

                              ADOPTION AND PURPOSE


         1.1 Adoption of Plan. The Company heretofore established and maintained
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 and was again amended,
effective as of October 12, 1994. The Company hereby amends and restates the
Supplemental Executive Retirement Plan of Savannah Electric and Power Company,
as hereinafter stated, to be effective as of January 1, 1996.

         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 Company's Employees' Retirement Plan of Savannah Electric and
Power Company and the Savannah Electric and Power Company Long Term Disability
Income Plan, and are designed to supplement such benefits and provide the
participant with additional financial security upon retirement, disability or
death.




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                                   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 (i) 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 (ii) 15 years of Credited Service.

         2.2 "Assumed Pension Plan Retirement Benefit" shall mean the actual
annual retirement benefit a Participant would receive pursuant to the Pension
Plan 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.

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

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

         2.5 "Credited Service" shall have the same meaning as set forth in
Article 4, ss.ss. 4.02 and 4.05 of the Pension Plan.

         2.6 "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.

         2.7 "Disability Benefit" shall mean a totally disabled Participant's
actual annual disability benefit paid pursuant to the Savannah Electric and
Power Company Long Term Disability Income Plan.

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         2.8 "Disability Date" shall have the same meaning as "Elimination
Period" as set forth in the Savannah Electric and Power Company Long Term
Disability Income Plan.

         2.9 "Early Retirement Date" shall have the same meaning as set forth in
Article 5, ss. 5.02(a) of the Pension Plan.

         2.10 "Early Retirement Factor" shall be 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.

         2.11 "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.

         2.12 "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. 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.

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

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

         2.15 "Pension Plan" shall mean the Employees' Retirement Plan of
Savannah Electric and Power Company (amended and restated effective January 1,
1989), as it may from time to time be amended in the future.

         2.16 "Pension Plan Spouse's Allowance" shall mean the pre-retirement
death benefit determined pursuant to Section 7.03 of the Pension Plan.


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         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 "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 Pension Plan Pre-retirement Death
                           Benefit (Spouse's Benefit), if any; and

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

         2.21 "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.

         2.22 "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.

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

         2.24 "Social Security Amount" shall have the same meaning as set forth
in Section 1.29 of the Pension Plan.

         2.25 "Total Disability and Totally Disabled" shall have the same
meaning as set forth in the Savannah Electric and Power Company Long Term
Disability Income Plan.


                                                         4

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         2.26 "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%.



                                                         5

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                                   ARTICLE III

                          ELIGIBILITY AND PARTICIPATION

         3.1 Eligibility. The Committee shall have the sole discretion to
determine the employees that are eligible to become Participants in accordance
with the purposes of the Plan.

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



                                                         6

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                                   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. Notwithstanding anything to the contrary
above, a Participant who: (a) makes an election during the period from October
1, 1993 to November 15, 1993 to retire from the Company as of December 31, 1993;
(b) is eligible and elects to receive the benefits provided under Article 14 of
the Pension Plan by executing and allowing to become effective an Election Form
and Waiver Agreement; and (c) is eligible to retire and receive the early
retirement benefits offered under this Plan shall not have his Accrued SERP
Retirement Benefit reduced by the Early Retirement Factor, but shall instead be
entitled to an Early Retirement Benefit under the Plan 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 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.


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                  (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 of Payment. The payment of a Participant's benefits
under this Article IV shall commence at the same time as his retirement income
payments from the Pension Plan. All benefits payable to an Eligible Spouse under
this Article IV shall commence within 60 days of the Participant's death.

         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. Except as provided below, following a
transfer of employment, the transferred Participant shall not be entitled to or
accrue any benefits under the Plan except as provided in this Section 4.6. In
the event a Participant in the Plan is transferred to another subsidiary or
affiliate of The Southern Company prior to commencement of payment of his
benefits under the Plan, 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(a) times the amount determined in accordance with
Section 4.6(b) below.

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

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

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


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         (b)      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 or any other Section of this Plan, 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) 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. Any such alterative 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 Arrangements on Plan Benefits. In the event a
Participant in the Plan enters into a supplemental benefit arrangement with the
Company other than in accordance with this Plan, the benefits to be paid to such
Participant under this Plan shall be reduced 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 Committee in its sole discretion.



                                                         9

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                                    ARTICLE V

                          PRERETIREMENT DEATH BENEFITS

         5.1 Death Benefit. Upon the death of a Participant while employed or
while receiving disability retirement benefits pursuant to Article 6.1 hereof,
prior to the earlier of either his Early Retirement Date or Normal Retirement
Date, 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 death benefit described herein shall be an amount equal to 1/12th of the
Participant's SERP Death Benefit.

         5.2      Payment.

         (a) If the deceased Participant is survived by an Eligible Spouse, the
pre-retirement death benefit shall be paid monthly 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 to the Participant's Designated
Beneficiary until the last such surviving child reaches age 21.



                                                        10

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                                   ARTICLE VI

                               DISABILITY BENEFITS

         6.1      Disability Prior to Retirement Date.

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

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

                  (i)      he resumes working;

                  (ii)     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;

                  (iii)    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;

                  (iv)     he dies;

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

                  (vi)     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.


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         6.2      Benefit at Retirement Date.

         (a) Benefit. Upon reaching the earlier of his Early Retirement Date or
his Normal Retirement Date, a Participant receiving the disability retirement
benefit described in Section 6.1 above shall become entitled to disability
retirement benefits, in lieu of the retirement benefits of Article IV, as
described in this Section 6.2(a). Such benefits shall be calculated at either
the Participant's Early Retirement Date or Normal Retirement Date, as the case
may be, and shall be equal to either 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 Total 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, as the case may be, as if the
Participant had actually retired.


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                                   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
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 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 the Pension Plan where the Participant's retirement
benefit commences prior to the Participant's attainment of age 62. A
Participant's Severance Benefit shall be paid monthly to him for his lifetime,
beginning at the same time when retirement income payments under the Pension
Plan commence.

         7.3 Spousal Benefit. Upon the death of a Participant who i) has
attained age 55; 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 shall commence within 60
days of the Participant's death.


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         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.


                                                        14

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                                  ARTICLE VIII

                            ADMINISTRATIVE COMMITTEE

         8.1 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.

         8.2 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.

         8.3 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.

         8.4 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.


                                                        15

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                                   ARTICLE IX

                            AMENDMENT AND TERMINATION

         9.1 Amendment and Termination. 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.



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                                    ARTICLE X

                                  MISCELLANEOUS

         10.1 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 shag 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.

         10.2 No Trust Created. The obligations of the Company to make payments
hereunder shall constitute a liability of the Company to a Participant. 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.

         10.3 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.

         10.4     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.

         10.5 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.


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         10.6 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.

         10.7     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.

         10.8 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.

         10.9 Age Differential of Spouse. If a Participant's Eligible Spouse at
the time of commencement of a 1) Normal Retirement Benefit; ii) Early Retirement
Benefit; iii) Postponed Retirement Benefit; iv) Pre-Retirement Death Benefit; or
v) 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 5.6 of the Pension Plan and assuming that the Eligible
Spouse is ten years older than such spouse's attained age.



                                                        18

<PAGE>



                                   ARTICLE XI

                                  CONSTRUCTION

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

         11.2 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.

         11.3 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.

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

         11.5 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.



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<PAGE>


         IN WITNESS WHEREOF, this Plan has been executed by duly authorized
officers of Savannah Electric and Power Company this ____ day of
________________________, ____ to be effective as of January 1, 1996.


                                            SAVANNAH ELECTRIC AND POWER COMPANY



                                            By:
                                         President and Chief Executive Officer


ATTEST:


---------------------------------------
Treasurer and Secretary



(Corporate Seal)


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