Exhibit 10(f)14
                           DEFERRED COMPENSATION PLAN

                                       FOR

                             ----------------------

                                  KEY EMPLOYEES

                              ---------------------


                                       OF

                       SAVANNAH ELECTRIC AND POWER COMPANY

               AS AMENDED AND RESTATED EFFECTIVE OCTOBER 26, 2000


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                                TABLE OF CONTENTS

ARTICLE I     STATEMENT OF PURPOSE...................................1


ARTICLE II    DEFINITIONS............................................1


ARTICLE III   ELIGIBILITY AND PARTICIPATION..........................3


ARTICLE IV    RETIREMENT BENEFITS....................................6


ARTICLE V     SURVIVOR BENEFITS......................................8


ARTICLE VI    DISABILITY BENEFITS...................................10


ARTICLE VII   SEVERANCE BENEFITS....................................11


ARTICLE VIII  ADDITIONAL BENEFITS...................................12


ARTICLE IX    ACCRUAL OF BENEFITS...................................12


ARTICLE X     CHANGE IN CONTROL BENEFIT PLANS POLICY................13


ARTICLE XI    ADMINISTRATIVE COMMITTEE..............................13


ARTICLE XII   AMENDMENT AND TERMINATION.............................14


ARTICLE XIII  MISCELLANEOUS.........................................14


ARTICLE XIV   CONSTRUCTION..........................................17





<PAGE>







                           DEFERRED COMPENSATION PLAN

                                       FOR

                                  KEY EMPLOYEES

                                       OF

                       SAVANNAH ELECTRIC AND POWER COMPANY

               AS AMENDED AND RESTATED EFFECTIVE OCTOBER 26, 2000

         This Plan amends and restates the Company's Deferred Compensation Plan
for Key Employees, as originally effective December 1, 1983, and subsequently
amended.

                                    ARTICLE I

                              STATEMENT OF PURPOSE

         The purpose of this Plan is to benefit Savannah Electric and Power
Company through increased incentive on the part of key employees of the Company
and to further the long-term growth and earnings of the Company by offering
long-term incentives in addition to current compensation to the limited group of
management employees of the Company who will be largely responsible for such
growth.

                                   ARTICLE II

                                   DEFINITIONS

         When used herein the following terms shall have the meanings indicated
unless a different meaning is clearly required by the context.

         1. "Annuity Starting Date": The date on which payment of a benefit
payable hereunder is to commence.

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

         3. "Committee": The Administrative Benefits Committee appointed by the
Board of Directors of the Company to administer the Plan.

         4. "Company": Savannah Electric and Power Company, a Georgia
corporation, and its corporate successors.

         5. "Deferred Compensation Agreement": An Omnibus Deferred Compensation
Agreement entered into between the Company and a Participant or such other prior
agreements if the Participant elects not to enter into an Omnibus Deferred
Compensation Agreement.

         6. "Defined Contribution Plan": Shall include, but not be limited to,
any of the following qualified employer contribution plans: (i) 401-K, cash or
deferred profit sharing plan; (ii) Thrift plans; (iii) defined contribution
pension plans; (iv) profit sharing plan; (v) employee stock ownership plan
(ESOP); and (vi) any other qualified defined contribution plan meeting the
qualifications prescribed by the Internal Revenue Code, as described in TEFRA,
or any subsequent amendments thereto.

         7. "Designated Beneficiary": One or more beneficiaries, as designated
in writing to the Committee, to whom payments otherwise due to or for the
benefit of the Participant hereunder shall be made in the event of his death
prior to the complete payment of such benefit. In the event no such written
designation is made by a participant or if such beneficiary shall not be in
existence at the Participant's death or if such beneficiary predeceases the
Participant, the Participant shall be deemed to have designated his estate as
such beneficiary.

         8. "Disability Retirement": Retirement from the employ of the Company
because of Total Disability.

         9. "Disability Retirement Date": The date upon which a Participant
retires from the employ of the Company because of Total Disability.

         10. "Early Retirement": Retirement from the employ of the Company upon
or after attaining age sixty (60) but prior to age sixty-five (65).

         11. "Early Retirement Date": The date upon which a Participant who has
attained an age of at least sixty (60) but has not yet reached age sixty-five
(65) retires from the employ of the Company.

         12. "Employee": A person who is employed by the Company.

         13. "Insurable": The life of a Participant is insurable at the time of
an election to defer compensation under this Plan by an insurance company
approved by the Committee and at premium rates acceptable to the Committee in
the exercise of its sole and absolute discretion.

         14. "Normal Retirement": Retirement from the employ of the Company upon
the Normal Retirement Date.

         15. "Normal Retirement Date": The date upon which such Participant
attains the age of sixty-five (65).

         16. "Participant": An Employee who is or hereafter becomes eligible to
participate in the Plan and does participate by electing, in the manner
specified herein, to defer compensation pursuant to this Plan.

         17. "Plan": The Deferred Compensation Plan for Key Employees of
Savannah Electric and Power Company contained herein, and as may be amended from
time to time hereafter.

         18. "Postponed Retirement": Retirement from the employ of the Company
after attaining age sixty-five (65).

         19. "Postponed Retirement Date": The date upon which a Participant over
age sixty-five (65) retires from the employ of the Company.

         20. "Salary": The annual compensation paid by the Company to a
Participant including (i) any payments from an executive incentive compensation
plan and (ii) amounts of compensation deferred under any deferred compensation
plan or arrangement.

         21. "Total Disability": A Participant is to be deemed totally disabled
when he has been wholly and continuously disabled by reason of sickness or
injury, and has been under the regular care of a physician approved by the
Committee during the preceding six (6) months. The Participant shall thereafter
be deemed to be permanently disabled so long as he is prevented from engaging in
any occupation as determined by the Committee, for which he is reasonably
qualified, by training, education, background and experience, as a result of
said sickness or injury, provided he is still under the regular care of a
physician acceptable to the Committee.

         22. "Year of Service": A period of twelve (12) consecutive months (no
month to be counted in more than one Year of Service) during which the
Participant has been or hereafter (i) is continuously employed by the Company,
or (ii) is continuously on leave of absence approved by the Company.

                                   ARTICLE III

                          ELIGIBILITY AND PARTICIPATION

         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.

         2. Participation.

                  (a) An eligible Employee may participate in the Plan by
         irrevocably electing, in the manner specified herein, to defer future
         Salary for a one (1) or three (3) year deferral opportunity in 1997, a
         one (1) or two (2) year deferral opportunity in 1998 and a final one
         (1) year deferral opportunity in 1999 (or such fewer years remaining
         until the Employee's Normal Retirement Date). An eligible Employee may
         defer a minimum of $1,000 per year under the three (3) or two (2) year
         election and $2,500 per year under the one (1) year election. The
         maximum annual amount of Salary which may be deferred shall be equal to
         fifty percent (50%) of such Employee's Salary (as defined in Article
         II) for the calendar year in which such election is made;

                  (b) An eligible Employee becomes a Participant in the Plan
         upon the execution and delivery of a Deferred Compensation Agreement.
         Such Agreement must be executed on or before December 31 to defer
         compensation to be earned in succeeding calendar years; (c) During a
         deferral period(s), the annual amount of compensation to be deferred
         shall be deferred on a basis as determined by the Committee.

                  (d) The Committee shall be vested with the authority to deny
         Participants the right to defer Salary pursuant to the Plan in any
         calendar year, provided, however, any such denial shall apply to all
         eligible Participants.

         3. Benefits. Benefits payable pursuant to any election made hereunder
will be calculated and based upon both a Participant's age at the time of a
deferral election and the amount of deferrals. In addition, the amount of
Survivor Benefits will depend on whether the Participant is Insurable or
non-Insurable.

         4. Conditions Subsequent.

                  (a) In the event of a legislative, judicial or regulatory
         development ("Development") that meets both requirements below, the
         Committee shall be vested with the authority to condition the Company's
         obligations under a Deferred Compensation Agreement:

                           (i) The Development adversely, fundamentally and
                  materially affects the taxation of corporate owned life
                  insurance owned by the Company, including, but not limited to,
                  a change in any of the following federal income tax
                  provisions:

                                    (A) the current provisions related to the
                           exclusion from gross income of proceeds of life
                           insurance contracts payable upon the death of the
                           insured;

                                    (B) the current exclusion from income of any
                           increase in the "cash value" or "inside build up" of
                           life insurance contracts from time to time;

                                    (C) the current exclusion from income of any
                           "policy loan" obtained by the owner of a life
                           insurance contract; and

                                    (D) the current exclusion from income of
                           "dividends" on a life insurance contract which are
                           used to purchase additional insurance; and (ii) The
                           Development occurs prior to the commencement of
                           payment of benefits pursuant to a Deferred
                           Compensation Agreement.

                  In the event the Company's obligations under a Deferred
         Compensation Agreement are so conditioned, and the event constituting
         the condition subsequent occurs, the Company shall have the right, for
         a period of one (1) year following such event, to refund to the
         Participant or his Designated Beneficiary the deferrals made under the
         Deferred Compensation Agreement with interest from the date of deferral
         accrued at the rate equal to the greater of the rate of return for the
         (x) "prime interest rate" investment option, or (y) the Southern
         Company "Common Stock" investment option determined in the same manner
         as calculated under the Southern Company Deferred Compensation Plan if
         the Participant has executed an Omnibus Deferred Compensation
         Agreement; or if the Participant has not, the rate set forth in the
         prior Deferred Compensation Agreement(s) entered into by Participant.
         The payment of such refund shall fully and completely discharge the
         Company's obligations under the Deferred Compensation Agreement and
         shall fully and completely satisfy all the Participant's and his
         Designated Beneficiary's rights thereunder.

                  (b) Notwithstanding any other provision in Paragraph (a)
         above, the Company shall not have the right to condition payment after
         the earlier of any of the foregoing events:

                                    (A) the Company cashes out a majority of its
                           investment in Company owned life insurance which has
                           been purchased in conjunction with the provision of
                           benefits under the Plan; or

                                    (B) the Company incurs a Savannah Change in
                           Control or a Southern Change in Control as defined
                           under the Change in Control Benefit Plans Policy in
                           effect as of the execution of this Agreement.

                                   ARTICLE IV

                               RETIREMENT BENEFITS

         1. Normal Retirement Benefit.

                  (a) Upon the Normal Retirement of a Participant, such
         Participant becomes entitled to his Normal Retirement Benefit. The
         Normal Retirement Benefit is a level fifteen (15) year annuity payable
         in one hundred eighty (180) equal monthly installments in the amount
         stated in the Participant's Deferred Compensation Agreement. Payment of
         the Normal Retirement Benefit shall commence on the January 1st
         immediately following the Participant's Normal Retirement Date (such
         date being the "Regular Annuity Starting Date") and shall continue on
         the first day of each month thereafter until one hundred eighty (180)
         monthly payments have been made.

                  (b) The Normal Retirement Benefit amount which the Company
         will agree to pay depends upon a number of factors, including, among
         other things, the amount of the deferral and the length of time between
         the date of the deferral and the Annuity Starting Date of the benefit.

         2. Postponed Retirement Benefit.

                  (a) Upon the Postponed Retirement of a Participant, such
         Participant becomes entitled to his Postponed Retirement Benefit. The
         Postponed Retirement Benefit is a level fifteen (15) year annuity
         payable in equal monthly installments. Payment of the Postponed
         Retirement Benefit shall commence on the January 1st immediately
         following the Participant's Postponed Retirement Date (such date being
         the "Postponed Annuity Starting Date"), and shall continue on the first
         day of each month thereafter until one hundred eighty (180) monthly
         payments have been made.

                  (b) The monthly benefit of the Postponed Retirement Benefit
         shall be an amount equal to the monthly benefit of the Normal
         Retirement Benefit increased by six percent (6%) compounded annually
         for each year that the Regular Annuity Starting Date precedes his
         Postponed Annuity Starting Date.

         3.       Early Retirement Benefit.

                  (a) Upon the Early Retirement of a Participant, such
         Participant becomes entitled to his Early Retirement Benefit. The Early
         Retirement Benefit is a level fifteen (15) year annuity payable in
         equal monthly installments, the amount of which shall be the same as
         those of the Normal Retirement Benefit. Subject to Sections 3(b) and
         3(c) of this Article IV, payment of the Early Retirement Benefit shall
         commence on the January 1st immediately following the Participant's
         Normal Retirement Date (such date being the "Regular Annuity Starting
         Date"), and shall continue on the first day of each month thereafter
         until one hundred eighty (180) monthly payments have been made.

                  (b) Subject to the Committee's approval, a Participant is
         entitled to elect to have payment of his Early Retirement Benefit
         commence on any January 1st following his Early Retirement Date and
         preceding his Regular Annuity Starting Date (such date being the
         "Accelerated Annuity Starting Date"). Such election shall be made in
         writing delivered to the Committee at least thirty (30) days prior to
         the requested accelerated Annuity Starting Date.

                  (c) In the event a Participant elects an Accelerated Annuity
         Starting Date and it is approved by the Committee, his Early Retirement
         Benefit shall be reduced by seven percent (7%) compounded annually for
         each year that the Accelerated Annuity Starting Date precedes his
         Regular Annuity Starting Date.

         4. Death Prior to Commencement of Benefit. Anything herein to the
contrary notwithstanding, in the event a Participant dies after becoming
entitled to his Normal Retirement Benefit or Early Retirement Benefit and prior
to the Annuity Starting Date of such Retirement Benefit, the Participant's
Designated Beneficiary shall receive, in lieu of such Retirement Benefit, the
Survivor Benefit specified in Article V hereof.

         5. Payments to Beneficiary. In the event a Participant dies prior to
full payment of his Retirement Benefit under this Article IV, all remaining
payments due hereunder shall be made to such Participant's Designated
Beneficiary.

                                    ARTICLE V

                                SURVIVOR BENEFITS

         1. Survivor Benefit. Upon the occurrence of any of the following
events, the Company shall pay to the Participant's Designated Beneficiary the
Survivor Benefits as defined in this Article V. The Survivor Benefits payable
hereunder are in lieu of any other benefit under this Plan.

                  (a) The death of the Participant while employed by the
         Company;

                  (b) The death of the Participant after becoming entitled to a
         Retirement Benefit of Article IV hereof, but prior to commencement of
         payment of such benefit;

                  (c) The death of the Participant after becoming entitled to
         the Disability Benefit of Article VI, Section 2, hereof, but prior to
         commencement of payment of such benefit; or

                  (d) The death of the Participant after becoming entitled to
         the Severance Benefit of Article VII, Section l(b), hereof, but prior
         to commencement of payment of such benefit.

         2. Payment. Payment of the Survivor Benefit will commence on the first
day of the month following receipt by the Committee of written proof of the
Participant's death and shall continue on the first day of each month thereafter
until one hundred eighty (180) monthly payments have been made.

         3. Amount.

                  (a) If the Participant is Insurable, then the Survivor Benefit
         is a level fifteen (15) year annuity payable to his Designated
         Beneficiary in one hundred eighty (180) equal monthly installments in
         the amount(s) stated in the Participant's Deferred Compensation
         Agreement.

                  (b) If the Participant is not Insurable and his death both (i)
         occurs after attaining age sixty (60) and (ii) constitutes one of the
         events described in Sections l(a), l(b), and l(c) of this Article V,
         then the Survivor Benefit is a level fifteen (15) year annuity payable
         in one hundred eighty (180) equal monthly installments in a monthly
         amount equal to the present value at the Participant's date of death of
         the Participant's monthly Normal Retirement Benefit, as set forth in
         the Participants Deferred Compensation Agreement, discounted, for the
         period between the Participant's Regular Annuity Starting Date (as
         defined in Article IV, Section 1) and the Participant's date of death,
         by the Present Value Interest Rate stated in the Participant's Deferred
         Compensation Agreement or, if no such rate is so stated, ten percent
         (10%) per annum, compounded annually.

                  (c) Anything to the contrary herein notwithstanding, if the
         Survivor Benefit is payable by reason of the Participant's death
         occurring at a time when, had he retired on the day of his death, he
         would have been entitled to the Postponed Retirement Benefit (as
         provided in Article IV, Section 2), then the monthly amount of the
         Survivor Benefit shall equal the monthly amount of the Participant's
         Normal Retirement Benefit, as set forth in the Participant's Deferred
         Compensation Agreement, increased by six percent (6%) per annum
         compounded annually for the period between the Participant's Regular
         Annuity Starting Date (as defined in Article IV, Section 1) and the
         Participant's death.

                  (d) If the Participant is not Insurable and either the
         Participant has not attained age sixty (60) at the time of his death or
         his death constitutes the event described in Section l(d) of this
         Article V, then the total amount of the Survivor Benefit shall equal
         his actual gross deferrals plus interest thereon at nine percent (9%)
         per annum compounded annually until his date of death. Such amount
         shall be payable to the Participant's Designated Beneficiary at the
         option of the Committee in either a lump sum on the first day of the
         month immediately following receipt by the Committee of written proof
         of the Participant's death or in up to one hundred eighty (180) equal
         consecutive monthly installments with interest at nine percent (9%) per
         annum, compounded annually, commencing on the first day of the month
         immediately following receipt by the Committee of proof of the
         Participant's death.

                  (e) Notwithstanding anything herein to the contrary, in the
         event the Participant's death occurs prior to April 1st of the year
         following the year in which the Participant enters into a Deferred
         Compensation Agreement, then no Survivor Benefit shall be payable
         pursuant to such Deferred Compensation Agreement. In lieu of any such
         Survivor Benefit, the Company shall pay to the Participant's Designated
         Beneficiary, in one lump sum, the actual gross deferrals made, if any,
         pursuant to such Deferred Compensation Agreement plus interest thereon
         at nine percent (9%) per annum until date of payment.

                                   ARTICLE VI

                               DISABILITY BENEFITS

         1. Entitlement. Upon Disability Retirement a Participant becomes
entitled to the Disability Benefit described in this Article VI.

         2. Disability Benefit.

                  (a) The Disability Benefit shall be a benefit identical to the
         Retirement Benefits as provided in Article IV hereof (either the Normal
         Retirement Benefit or Early Retirement Benefit, as the case may be), to
         which the retired Participant would have become entitled if he had
         retired after attaining age sixty (60). Provided, however, in the event
         such Participant dies prior to commencement of payment of such
         Disability Benefit, the Participant's Designated Beneficiary shall
         receive, in lieu of such Disability Benefit, the Survivor Benefit
         specified in Article V hereof.

                  (b) Notwithstanding the foregoing, such retired Participant
         may request to receive, in lieu of the Disability Benefit provided by
         subparagraph (a) above, a benefit equal to his actual gross deferrals
         plus interest thereon at nine percent (9%) per annum compounded
         annually until his Disability Retirement Date. Payment of such benefit
         is at the discretion of the Committee and shall commence on the first
         day of the month following both (i) the retired Participant's
         Disability Retirement Date and (ii) the expiration of six (6) months of
         Total Disability. Such benefit shall be payable in the option of the
         Committee either in a lump sum or in up to sixty (60) equal consecutive
         monthly installments with interest at nine percent (9%) per annum.

         3. Re-Employment. In the event a retired Participant entitled to a
Disability Benefit hereunder but prior to commencement of payment of such
benefit is reemployed by the Company in a capacity which entitles him to
participate in the Plan, he shall forfeit such Disability Benefit and shall
participate in the Plan as if his service with the Company had never terminated.
Anything in the foregoing to the contrary notwithstanding, however, if at the
time of the retired Participant's reemployment payment of his Disability Benefit
hereunder has already commenced, he shall be ineligible to again commence
participation in the Plan and shall, therefore, have no right, claim or
entitlement to any benefits hereunder other than full payment of such Disability
Benefit.

         4. Payments to Beneficiary. In the event that a retired disabled
Participant dies after commencement of the payment of his disability benefit
under this Article VI but prior to full payment of such Disability Benefit, all
remaining payments due hereunder shall be made to such Participant's Designated
Beneficiary.

                                   ARTICLE VII

                               SEVERANCE BENEFITS

         1. Severance Benefits.

                  (a) In the event a Participant's employment with the Company
         terminates for any reason other than death, Total Disability, Early
         Retirement or Normal Retirement, and at the time of such termination
         such Participant has neither accrued ten (10) Years of Service nor
         attained age forty-eight (48) the Participant's participation in the
         Plan shall cease as of the date of such termination. In such event, the
         Company shall pay the former Participant the amount of his actual gross
         deferrals plus interest thereon at seven percent (7%) per annum,
         compounded annually. Such amount shall be payable to the former
         Participant at the option of the Committee in either a lump sum within
         ninety (90) days following such termination or in up to sixty (60)
         equal consecutive monthly installments with interest at seven percent
         (7%) per annum commencing within ninety (90) days following such
         termination.

                  (b) In the event a Participant's employment with the Company
         terminates for any reason other than death, Total Disability, Early
         Retirement or Normal Retirement, and at the time of such termination
         such Participant has either accrued ten (10) or more Years of Service
         or attained age forty-eight (48) such Participant shall receive a
         benefit identical to the Retirement Benefits of Article IV (either the
         Early Retirement Benefit or Normal Retirement Benefit, as the case may
         be) to which such Participant would have become entitled if he retired
         upon or after attaining age sixty (60). Provided, however, in the event
         a Participant dies prior to commencement of payment of such Severance
         Benefit, the Participant's Designated Beneficiary shall receive, in
         lieu of such Severance Benefit, the Survivor Benefit specified in
         Article V hereof.

         2. Payments to Beneficiary. In the event a Participant dies prior to
full payment of his Severance Benefit under this Article VII, all remaining
payments due hereunder shall be made to such Participant's Designated
Beneficiary.

                                  ARTICLE VIII

                               ADDITIONAL BENEFITS

         1. Loss of Benefits. It is possible that the deferral of a
Participant's Salary pursuant to this Plan will result in a loss of benefits
through a reduction of amounts actually or potentially credited to his
account(s) under a qualified Defined Contribution Plan sponsored by the Company.

         2. Additional Benefits. If the Committee determines that a Participant
has suffered a Benefit Loss in any year, additional benefits shall be provided
to the Participant under this Plan as if the Participant had made a one (1) year
deferral election to defer Salary in an amount equal to the Benefit Loss. Such
one (1) year deferral election shall be deemed to occur in the same year in
which the deferral under this Plan causes such Benefit Loss.

                                   ARTICLE IX

                               ACCRUAL OF BENEFITS

         1. If the employment of a Participant terminates for any reason prior
to the completion of the deferrals agreed upon in the Deferred Compensation
Agreement or if the agreed deferrals are not made for any other reason, then all
of his benefits under the Plan shall be reduced by a fraction, the numerator of
which is the amount of the gross deferrals agreed to be deferred which were not
deferred, and the denominator of which is the amount of gross deferrals agreed
to be deferred.

         2. The reduction of benefits under Section 1 of this Article IX shall
not apply to any benefits receivable by a Participant or his Designated
Beneficiary under:

                  (a) Article V, Section 1, (a) only, but only when the
                  Participant is Insurable; (b) Article V, Section 3, (d) only;
                  (c) Article VI, Section 2, (b) only; (d) Article VII, Section
                  1, (a) only; (e) Article VIII.

                                    ARTICLE X

                     CHANGE IN CONTROL BENEFIT PLANS POLICY

         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 Southern or the Company (as such
terms are 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 XI

ADMINISTRATIVE COMMITTEE

         1. 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
duty and power to determine all questions that may arise hereunder as to the
status and rights of participants in the Plan.

         2. 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.

         3. The Committee shall keep a complete record of all its proceedings
and all data relating to the administration of the Plan.

         4. 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.

         5. 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 XII

                            AMENDMENT AND TERMINATION

         Except for the provisions of Article X hereof which may not be amended
following a "Southern Change in Control" or "Savannah 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, notwithstanding the
preceding sentences, such amendment or termination shall not affect in any way
the Deferred Compensation Agreements then in effect.

                                  ARTICLE XIII

                                  MISCELLANEOUS

         1. Suicide. Except as hereafter provided, no benefit shall be payable
under the Plan with respect to a deferral election to a Participant or his
Designated Beneficiary who dies as a result of suicide with twenty-five (25)
months of the December 31st preceding a deferral period to defer compensation to
be earned in the succeeding calendar year or years.

         In the event of such suicide, the Participant's Designated Beneficiary
shall receive within a reasonable period the actual gross deferrals, if any,
made by such Participant with interest at seven percent (7%) per annum to date
of payment.

         2. 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 this Agreement 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 or any 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 beneficiary,
spouse, children or other dependents, or any of them in such manner and in such
amounts and proportions as the Committee may deem proper.

         3. 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, his estate nor Designated
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 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.

         4. 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 the
Company to discharge any Participant or restrict the right of any Participant to
terminate his employment with the Company.

         5. Designation of Beneficiary. Participants shall file with the Company
a notice in writing designating one or more Designated Beneficiaries to whom
payments otherwise due to or for the benefit of the Participant hereunder shall
be made in the event of his death prior to the complete payment of such benefit.
Participants shall have the right to change the beneficiary or beneficiaries so
designated from time to time; provided, however, that any change shall not
become effective until received in writing by the Committee.

         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.

         7. 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 and the beneficiary or beneficiaries
designated pursuant to Article IX, Section 5 hereinabove.

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

         9. 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.

                                   ARTICLE XIV

                                  CONSTRUCTION

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

         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.

         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.

                           SAVANNAH ELECTRIC AND POWER COMPANY

                           By:  _____________________________________________
                                G. Edison Holland, Jr.
                                President and Chief Executive Officer

ATTEST:

----------------------------------------------------------
Nancy E. Frankenhauser
Comptroller and Corporate Secretary