Exhibit 10(f)18

                             SECOND AMENDMENT TO THE
                          EMPLOYEES' RETIREMENT PLAN OF
                       SAVANNAH ELECTRIC AND POWER COMPANY

         WHEREAS, the Board of Directors of Savannah Electric and Power Company
(the "Company") heretofore adopted the amendment and restatement of the
Employees Retirement Plan of Savannah Electric and Power Company (the "Plan")
effective January 1, 1989 in order to comply with the Internal Revenue Code of
1986, as amended, (the "Code") and to make other technical and clarifying
changes; and

         WHEREAS, the Company wishes to amend the Plan to comply with certain
additional requirements imposed by the Internal Revenue Service and to make
certain other technical and miscellaneous corrections; and

         WHEREAS, the Company is authorized pursuant to Article 13 of the Plan
to amend the Plan at any time.

         NOW, THEREFORE, effective January 1, 1989, unless otherwise indicated,
the Company hereby amends the Plan as follows:

                                       I.

         Section 7.07(b)(iii) should be deleted in its entirety and replaced
with the following:

                  If the Member continues in service as an Employee after his
                  Normal Retirement Date and the notice of his election is
                  received by the Retirement Committee prior to his Normal
                  Retirement Date, the election shall become effective on his
                  Normal Retirement Date, or if the notice of the election is
                  received by the Retirement Committee after the Member's Normal
                  Retirement Date, the election shall become effective on the
                  date it is received by the Retirement Committee. In the event
                  of the death of a Member in service as an Employee on or after
                  his Normal Retirement Date and after his election has become
                  effective, payments of the benefit under the option shall
                  commence on the first day of the month next following the
                  month of death if the contingent annuitant designated under
                  the option is then living; or, upon the retirement of such a
                  Member, the amount under the option shall be payable to the
                  Member, but no payments shall commence or accrue to him until
                  the date of retirement.

                                       II.

         Article 7.08 should be deleted in its entirety and replaced by the
following:

         7.08     Cash-Out of Annuity Benefits

                  Although Allowances shall normally be payable in monthly
                  installments, a lump sum payment of Equivalent Actuarial Value
                  shall be made in lieu thereof if the present value of a
                  Member's Allowance upon termination of employment is less than
                  $3,500, or effective September 1, 1996 less than or equal to
                  $3,500. The Equivalent Actuarial Value shall be determined by
                  using an interest rate assumption equal to the interest rate
                  used by the Pension Benefit Guaranty Corporation for valuing a
                  lump sum distribution for single employer plans that terminate
                  on the first day of the Computation Year in which the Annuity
                  Starting Date occurs. In determining the amount of a lump sum
                  payable prior to a Member's Normal Retirement Date, Equivalent
                  Actuarial Value shall be calculated as a benefit which would
                  otherwise have been provided commencing at the Member's Normal
                  Retirement Date, or, if larger, the benefit payable at the
                  earliest possible commencement date, but in no event earlier
                  than the date as of which the lump sum is paid. The lump sum
                  payment shall be made as soon as practicable on or after the
                  date the Member terminates employment. Notwithstanding the
                  foregoing, if the present value of the Member's vested
                  Allowance is zero, the Member shall be deemed to have received
                  a distribution of such Member's Accrued Benefit.

                                      III.

         Article 17 should be deleted in its entirety and replaced by the
following:

                                   ARTICLE 17

                            Retiree Medical Benefits

                  17.01 Definitions. The following words and phraseology as used
         herein shall have the following meanings unless a different meaning is
         plainly required by the context:

                  (a) "Pensioned Employee" means effective September 15, 1993, a
         Member who retires and is receiving a distribution from the Plan
         pursuant to Sections 5.01 and 5.02 or a retired Member who is entitled
         to receive a distribution from the Plan pursuant to Sections 5.01 or
         5.02 after retirement will be eligible for reimbursement or payment of
         covered medical expenses, as hereinafter described, provided the Member
         (1) was covered by the Georgia Power Company Medical Benefits Plan
         immediately before retirement; (2) is not eligible as a spouse or
         dependent or otherwise for coverage under the Georgia Power Company
         Medical Benefits Plan; and (3) continues to satisfy the eligibility
         requirements applicable to retired employees as set forth in the
         provisions of the Georgia Power Company Medical Benefits Plan, which is
         attached hereto as Exhibit A and incorporated herein by reference and
         may be changed in accordance with the terms of the Georgia Power
         Company Medical Benefits Plan. Notwithstanding the foregoing, a former
         employee who was a key employee pursuant to Section 15.02(g) on the
         date of his retirement shall not be eligible to receive any benefits
         under this Article 17.

                  (b) "Dependents" means the spouses and dependents of retired
         Members who are eligible for reimbursement or payment of covered
         medical expenses pursuant to paragraph (a) and who were covered under
         the Georgia Power Company Medical Benefits Plan immediately prior to
         the Member's retirement are also eligible for reimbursement or payment
         of covered medical expenses to the extent, if any, provided in the
         Georgia Power Company Medical Benefits Plan, a copy of which is
         attached as Exhibit A. Notwithstanding the foregoing, a spouse or
         dependent who is eligible for coverage under the "active employee"
         portion of the Georgia Power Company Medical Benefits Plan shall not be
         eligible for reimbursement of medical expenses or payment of premiums
         hereunder.

                  (c) "Qualified Transfer" means a transfer of Excess Pension
         Assets of the Plan to a Health Benefits Account after December 31,
         1990, but before December 31, 2000, which satisfies the requirements
         set forth in paragraphs (1) through (6) below.

                         (1) No  more  than 1  transfer  per  Plan  Year  may be
                    treated as a Qualified Transfer.

                           (2) The amount of Excess Pension Assets which may be
                  transferred in a Qualified Transfer shall not exceed a
                  reasonable estimate of the amount the Company will pay
                  (directly or through reimbursement) out of the Health Benefits
                  Accounts for Qualified Current Retiree Health Liabilities
                  during the Plan Year of the transfer.

                           (3) (A) Any assets transferred to a Health Benefits
                  Account in a Qualified Transfer (and any income allocated
                  thereto) shall only be used to pay Qualified Current Retiree
                  Health Liabilities (whether directly or through
                  reimbursement).

                                    (B) Any assets transferred to a Health
                           Benefits Account in a Qualified Transfer (and any
                           income allocable thereto) which are not used as
                           provided in Section 17.01(c)(3)(A) above shall be
                           transferred from the Health Benefits Account back to
                           the Plan.

                                    (C) For purposes of this Section
                           17.01(c)(3), any amount transferred from a Health
                           Benefits Account shall be treated as paid first out
                           of the assets and income described in Section
                           17.01(c)(3)(A) above.

                           (4) The Accrued Retirement Income of any Pensioned
                  Employee or Dependent under the Plan shall become
                  nonforfeitable in the same manner which would be required if
                  the Plan had terminated immediately before the Qualified
                  Transfer (or in the case of a Pensioned Employee who
                  terminated service during the 1-year period ending on the date
                  of the Qualified Transfer, immediately before such
                  termination).

                           (5) Effective for Qualified Transfers occurring on or
                  before December 8, 1994, the Applicable Company Cost for each
                  Plan Year during the Cost Maintenance Period shall not be less
                  than the higher of the Applicable Company Cost for each of the
                  two Plan Years immediately preceding the Plan Year of the
                  Qualified Transfer. Effective for Qualified Transfers
                  occurring after December 8, 1994, the medical benefits plan
                  set forth in Exhibit A shall provide that the Applicable
                  Health Benefits provided by the Company during each Plan Year
                  during the Benefit Maintenance Period shall be substantially
                  the same as the Applicable Health Benefits provided by the
                  Company during the Plan Year immediately preceding the Plan
                  Year of the Qualified Transfer. Notwithstanding any other
                  provision to the contrary in this Section 17.01(c)(5), the
                  Company may elect at any time during the Plan Year to have
                  this Section 17.01(c)(5) applied separately with respect to
                  Pensioned Employees eligible for benefits under Title XVIII of
                  the Social Security Act and with respect to Pensioned
                  Employees which are not so eligible.

                           (6) For purposes of this Section 17.01(c), the
                  following words and phraseology shall have the following
                  meanings unless a different meaning is plainly required by the
                  context:

                                    (A) "Applicable Company Cost" means, with
                           respect to any Plan Year, the amount determined by
                           dividing

                                            (i) the Qualified Current Retiree
                                    Health Liabilities of the Company for such
                                    Plan Year determined (I) without regard to
                                    any reduction under Section 17.01(c)(6)(G),
                                    and (II) in the case of a Plan Year in which
                                    there was no Qualified Transfer in the same
                                    manner as if there had been such a transfer
                                    at the end of the Plan Year, by

                                            (ii) the number of individuals to
                                    whom coverage for Applicable Health Benefits
                                    was provided during such Plan Year.

                                    (B) "Applicable Health Benefits" means
                           health benefits or coverage which are provided to
                           Pensioned Employees who immediately before the
                           Qualified Transfer are eligible to receive such
                           benefits and their Dependents.

                                    (C) "Benefit Maintenance Period" means the
                           period of five (5) Plan Years beginning with the Plan
                           Year in which the Qualified Transfers occurs.

                                    (D) "Cost Maintenance Period" means the
                           period of five (5) Plan Years beginning with the
                           taxable year in which the Qualified Transfer occurs.
                           If a Plan Year is in two (2) or more overlapping Cost
                           Maintenance periods, this Section 17.01(c)(6)(D)
                           shall be applied by taking into account the highest
                           Applicable Company Cost required to be provided under
                           Section 17.01(c)(6)(A) for such Plan Year.

                                   (E) "Excess Pension  Assets" means the 
                           excess,  if any, of

                                            (i) the amount determined under Code
                                    Section 412(c)(7)(A)(ii), over

                                            (ii) the greater of: (I) the amount
                                    determined under Code Section
                                    412(c)(7)(A)(i), or (II) 125 percent of
                                    current liability (as defined in Code
                                    Section 412(c)(7)(B)).

                                            The determination under this
                                    paragraph shall be made as of the most
                                    recent valuation date of the Plan preceding
                                    the Qualified Transfer.

                                    (F) "Health Benefits Account" means an
                           account established and maintained under Code Section
                           401(h).

                                    (G) "Qualified Current Retiree Health
                           Liabilities" means, with respect to any Plan Year,
                           the aggregate amounts, including administrative
                           expenses, which would have been allowable as a
                           deduction to the Company for payment of Applicable
                           Health Benefits provided during the Plan Year
                           assuming such Applicable Health Benefits were
                           provided directly by the Company and the Company used
                           the cash receipts and disbursements method of
                           accounting. For purposes of the preceding sentence,
                           the rule of Code Section 419(c)(3)(B) shall apply.

                                    Effective for Qualified Transfers occurring
                           on or before December 8, 1994, the amount determined
                           in the paragraph above shall be reduced by any amount
                           previously contributed to a Health Benefits Account
                           or welfare benefit fund, as defined in Code Section
                           419(e)(1), to pay for the Qualified Current Retiree
                           Health Liabilities. Effective for Qualified Transfers
                           occurring after December 8, 1994, the amount
                           determined under the preceding paragraph shall be
                           reduced by the amount which bears the same ratio to
                           such amount as the value (as of the close of the Plan
                           Year preceding the year of the Qualified Transfer) of
                           the assets in all Health Benefits Accounts or welfare
                           benefit funds, as defined in Code Section 419(e)(1),
                           set aside to pay the Qualified Current Retiree Health
                           Liability, bears to the present value of the
                           Qualified Current Retiree Health Liabilities for all
                           Plan Years determined without regard to this
                           paragraph.

                  17.03 Medical benefits. Medical benefits under the Plan shall
         be provided through the Georgia Power Company Medical Benefits Plan by
         the payment of premiums thereunder, or through reimbursement to the
         Company for its payment to Pensioned Employees or their Dependents of
         medical expenses in accordance with the terms and conditions of the
         Georgia Power Company Medical Benefits Plan attached hereto as Exhibit
         A. Medical benefits shall be provided under the Plan only to the extent
         there are sufficient funds to provide such benefits. In no event shall
         any benefits be paid under the Plan to the extent the same benefits are
         payable under any other plan, program or arrangement of the Company.
         The Retirement Committee may establish claims procedures and
         administrative rules relating to the provision of medical benefits
         hereunder to the extent that the claims procedures and administrative
         rules under the applicable group medical plan do not apply.

                  17.04    Termination of coverage.

                    (a)  Coverage  of any  Pensioned  Employee  shall  cease  as
               follows:

                         (1)  when  Article  17  is  amended,   terminated,   or
                    discontinued in accordance with its terms; or

                         (2) when the Pensioned  Employee fails to make when due
                    any required contribution; or

                         (3) as otherwise provided in Exhibit A.

                    (b) Coverage of any Dependent shall cease as follows:

                         (1)  when  Article  17  is  amended,   terminated,   or
                    discontinued in accordance with its terms; or

                         (2) when the Pensioned  Employee fails to make when due
                    any required contribution; or

                         (3) as otherwise provided in Exhibit A.

               17.06  Contributions  or  Qualified  Transfers  to  fund  medical
          benefits.

                  (a) Any contributions which the Company deems necessary to
         provide the medical benefits under Article 17 will be made from time to
         time by or on behalf of the Company, and contributions shall be
         required of the Pensioned Employees to the Company's medical benefit
         plan in amounts determined in the sole discretion of the Company from
         time to time. All Company contributions shall be made to the Trustee
         under the Trust Agreement provided for in Article 10 and shall be
         allocated to a separate account maintained solely to fund the medical
         benefits provided under this Article 17. The Company shall designate
         that portion of any contribution to the Plan allocable to the funding
         of medical benefits under this Article 17. In the event that a
         Pensioned Employee's interest in an account, or his Dependents',
         maintained pursuant to this Article 17 is forfeited prior to
         termination of the Plan, the forfeited amount shall be applied as soon
         as possible to reduce Company contributions made under this Article 17.
         In no event at any time prior to the satisfaction of all liabilities
         under this Article 17 shall any part of the corpus or income of such
         separate account be used for, or diverted to, purposes other than for
         the exclusive purpose of providing benefits under this Article 17.

                  The amount of contributions to be made by or on behalf of the
         Company for any Plan Year, if any, shall be reasonable and
         ascertainable and shall be determined in accordance with any generally
         accepted actuarial method which is reasonable in view of the provisions
         and coverage of Article 17, the funding medium, and any other
         applicable considerations. However, the Company is under no obligation
         to make any contributions under Article 17 after Article 17 is
         terminated, except to fund claims for medical expenses incurred prior
         to the date of termination.

                  The medical benefits provided under this Article 17, when
         added to any life insurance protection provided under the Plan, shall
         be subordinate to the retirement benefits provided under the Plan.

                  Anything in this Plan to the contrary notwithstanding, the
         aggregate amount of the actual contributions made pursuant to this
         Article 17 may not exceed 25% of the total actual contributions to the
         Plan for all benefits under the Plan (exclusive of contributions that
         may be made to fund past service credits) on and after September 15,
         1993.

                  (b) Effective September 15, 1993, the Company shall have the
         right, in its sole discretion, to make a Qualified Transfer of all or a
         portion of any Excess Pension Assets contributed to fund Retirement
         Income under the Plan to the Health Benefits Accounts to fund medical
         benefits under this Article 17.

                  17.07 Pensioned Employee contributions. It shall be the sole
         responsibility of the Pensioned Employee to notify the Company promptly
         in writing when a change in the amount of the Pensioned Employee's
         contribution is in order because a Dependent has become ineligible for
         coverage under this Article 17. No person shall become covered under
         this Article 17 for whom the Pensioned Employee has not made the
         required contribution. Any contribution paid by a Pensioned Employee
         for any person after such person shall have become ineligible for
         coverage under this Article 17 shall be returned upon written request
         but only provided such written request by or on behalf of the Pensioned
         Employee is received by the Company within ninety (90) days from the
         date coverage terminates with respect to such ineligible person.

                  17.08 Amendment of Article 17. The Company reserves the right,
         through action of its Board of Directors, to amend Article 17
         (including Exhibit A) pursuant to Article 13 or the Trust without the
         consent of any Pensioned Employee, or his Dependents, provided,
         however, that no amendment of this Article or the Trust shall cancel
         the payment or reimbursement of expenses for claims already incurred by
         a Pensioned Employee or his Dependent prior to the date of any
         amendment, nor shall any such amendment increase the duties and
         obligations of the Trustee except with its consent. This Article 17, as
         set forth in the Plan document, is not a contract and non-contributory
         benefits hereunder are provided gratuitously, without consideration
         from any Pensioned Employee or his Dependents. The Company makes no
         promise to continue these benefits in the future and rights to future
         benefits will never vest. In particular, retirement or the fulfillment
         of the prerequisites for a retirement benefit pursuant to the terms of
         the Plan or under the terms of any other employee benefit plan
         maintained by the Company shall not confer upon any Pensioned Employee
         or Dependents any right to continued benefits under this Article 17.

                  17.09 Termination of Article 17. Although it is the intention
         of the Company that this Article shall be continued and the
         contribution shall be made regularly thereto each year, the Company, by
         action of its Board of Directors pursuant to Article 13, may terminate
         this Article 17 or permanently discontinue contributions at any time in
         its sole discretion. This Article 17, as set forth in the Plan
         document, is not a contract and non-contributory benefits hereunder are
         provided gratuitously, without consideration from any Pensioned
         Employee or his Dependents. The Company makes no promise to continue
         these benefits in the future and rights to future benefits will never
         vest. In particular, retirement or the fulfillment of the prerequisites
         for a retirement benefit pursuant to the terms of the Plan or under the
         terms of any other employee benefit plan maintained by the Company
         shall not confer upon any Pensioned Employee or his Dependents any
         right to continued benefits under this Article 17.

                  17.10 Reversion of assets upon termination. Upon the
         termination of this Article 17 and the satisfaction of all liabilities
         under this Article 17, all remaining assets in the separate account
         described in this Article 17 shall be returned to the Company.

         IN WITNESS WHEREOF, Savannah Electric and Power Company through its
duly authorized officers, has adopted this Second Amendment to the Employees'
Retirement Plan of Savannah Electric and Power Company this ____ day of
_________________, 1996, to be effective as stated herein.


                                        SAVANNAH ELECTRIC AND POWER
                                        COMPANY

                                        By: ____________________________

                                        Title:__________________________


ATTEST:

By:  ___________________________

Title:__________________________

         [CORPORATE SEAL]


<PAGE>
                             THIRD AMENDMENT TO THE
                          EMPLOYEES RETIREMENT PLAN OF
                       SAVANNAH ELECTRIC AND POWER COMPANY


         WHEREAS, the Board of Directors of Savannah Electric and Power Company
(the "Company") heretofore adopted the amendment and restatement of the
Employees' Retirement Plan of Savannah Electric and Power Company, effective
January 1, 1989 (the "Plan"); and

         WHEREAS, the Company wishes to amend the Plan to make a technical
change in how average annual compensation is determined for a member who does
not receive compensation for any given month; and

         WHEREAS, the Company desires to amend the Plan to add an additional
monthly amount to the allowance of members who retired prior to January 1, 1994;
and

         WHEREAS, the Company is authorized pursuant to Article 13 of the Plan
to amend the Plan at any time.

         NOW, THEREFORE, the Company hereby amends the Plan as follows:

                                       I.

         Section 5.01(d) should be amended by inserting at the end thereof the
following new paragraph:

                  Effective January 1, 1994, for purposes of determining a
         Member's average annual Compensation under this paragraph (d), the
         determination of the 36 highest consecutive months within the 120
         months preceding retirement shall only include those months in which
         the Member receives Compensation.

                                       II.

         Section 5.06 should be deleted in its entirety and replaced with the
following:

         5.06     Additional Monthly Benefit

         (a)      In addition to other benefits provided in this Article 5, the
                  following monthly benefits are payable as a life annuity to
                  eligible Members as defined in Paragraph (b) or (c) below, as
                  applicable.

         The "additional monthly amount" is calculated as (i) a percentage of
         the Member's first $300 of monthly Allowance set forth below,
         multiplied by (ii) the number of years the Member was retired (A) prior
         to January 1, 1990, and (B) prior to January 1, 1995 but after January
         1, 1990, as applicable. In any event, for both the additional monthly
         amount effective June 1, 1991 and June 1, 1996, the minimum additional
         monthly amount to be added to a Member's Allowance shall equal $25.00
         per month.

         Effective June 1, 1991, the percentage increases and the years of
         retirement for which they are applicable are as follows:

Years of Retirement                              Percentage Increase
  as of 1/1/90                                   for All Prior Years

Less than 5                                             3.75%
 5 to 10                                                4.0%
10 to 15                                                4.5%
15 or more                                              5.0%

Effective June 1, 1 996, the percentage increases and the years of
retirement for which they are applicable are as follows:

                                                  Percentage Increase
Years of Retirement                                 for Each Year of
as of 1/1/95                                     Retirement Since 1/1/90

Less than 5                                              3.5%
5 to 9                                                   4.0%
10 to 14                                                 4.5%
15 or more                                               5.0%



         (b)      Members eligible for the additional monthly amount made
                  effective as of June 1, 1991 are those retired Members who
                  retired directly from active status on or before June 1, 1991.

         (c)      Members eligible for the additional monthly amount made
                  effective June 1, 1996 are those Members who retired directly
                  from active status before January 1, 1994.

         (d)      If an adjustment of retirement Allowance for Social Security
                  benefits option was elected pursuant to Section 5.04, the
                  additional monthly benefit shall be calculated based on the
                  Allowance before such adjustment.


          (e)  Upon the death of a Member  eligible  for an  additional  monthly
               amount,  such  amount  shall  be  paid  to  the  Member's  Spouse
               regardless  of the  method of  distribution  elected by a Member.
               With regard to the additional  monthly amount made effective June
               1, 1996, it shall be determined (i) based on the Allowance  being
               paid as of June 1, 1996,  or (ii) if no  allowance  is being paid
               but the Member's Spouse is receiving an additional monthly amount
               in accordance  with the preceding  sentence,  based on the amount
               such Spouse is receiving as of June 1, 1996.

         IN WITNESS WHEREOF, Savannah Electric and Power Company through its
duly authorized officer, has adopted this Third Amendment to the Employees'
Retirement Plan of Savannah Electric and Power Company this 16th day of July,
1996, to be effective as stated herein.


                                          SAVANNAH ELECTRIC AND POWER COMPANY


                                          By:

                                          Title:

ATTEST:

By:

Title:




[CORPORATE SEAL]