Exhibit 10(f)16




















                           EMPLOYEES' RETIREMENT PLAN

                                       OF

                       SAVANNAH ELECTRIC AND POWER COMPANY

                As Amended and Restated Effective January 1, 1997











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                           EMPLOYEES' RETIREMENT PLAN

                                       OF

                       SAVANNAH ELECTRIC AND POWER COMPANY

                           As Amended to and Including

                                TABLE OF CONTENTS

                                                                  Page No.

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

ARTICLE 2             RETIREMENT ANNUITIES PURCHASED UNDER GROUP
                      ANNUITY CONTRACT AND CHANGE OF FUNDING..........7

ARTICLE 3             MEMBERSHIP......................................8

ARTICLE 4             SERVICE........................................10
         4.01         Continuous Service.............................10
         4.02         Credited Service...............................10
         4.03         Breaks in Service..............................11
         4.04         Disabled Members...............................11
         4.05         Service with Certain Other Employers...........12

ARTICLE 5             BENEFITS.......................................13
         5.01         Normal and Late Retirement.....................13
         5.02         Early Retirement...............................14
         5.03         Termination of Employment......................15
         5.04         Adjustment of Retirement Allowance for Social
                      Security Benefits..............................15
         5.05         Restoration of Retired Member or Former Member
                      to Service.....................................16
         5.06         Additional Monthly Benefit.....................18
         5.07         Written Application............................19

ARTICLE 6             LIMITATIONS ON BENEFITS........................20
         6.01         Maximum Benefits...............................20

ARTICLE 7             DISTRIBUTION OF BENEFITS.......................24
         7.01         Surviving Spouse Benefit.......................24
         7.02         Qualified Joint and Survivor Annuity...........24
         7.03         Qualified Preretirement Survivor Annuity.......24
         7.04         Definitions....................................27
         7.05         Notice Requirements............................27
         7.06         Transitional Rules.............................28
         7.07         Alternative Forms of Distribution..............28
         7.08         Cash-Out of Annuity Benefits...................29
         7.09         Commencement of Benefits.......................30
         7.10         TEFRA 242(b)(2) Transitional Rules.............31
         7.11         Requirement for Direct Rollovers...............32

ARTICLE 8             CONTRIBUTIONS..................................34

ARTICLE 9             ADMINISTRATION OF THE PLAN.....................35

ARTICLE 10            MANAGEMENT OF FUNDS............................37

ARTICLE 11            CERTAIN RIGHTS AND LIMITATIONS.................38

ARTICLE 12            NON-ALIENATION OF BENEFITS.....................40

ARTICLE 13            AMENDMENTS.....................................41

ARTICLE 14            CONSTRUCTION...................................42

ARTICLE 15            TOP-HEAVY PROVISIONS...........................43
         15.01        Top-Heavy Plan Requirements....................43
         15.02        Determination of Top-Heavy Status..............43
         15.03        Minimum Retirement Income for Top-Heavy Plan
                      Years..........................................46
         15.04        Vesting Requirements for Top-Heavy Plan Years..47
         15.05        Adjustments to Maximum Benefits for Top-Heavy
                      Plans..........................................48

ARTICLE 16            RETIREE MEDICAL BENEFITS.......................49
         16.01        Definitions....................................49
         16.02        Medical benefits...............................52
         16.03        Termination of coverage........................52
         16.04        Contributions or Qualified Transfers to fund
                      medical benefits...............................52
         16.05        Pensioned Employee Contributions...............53
         16.06        Amendment of Article 16........................54
         16.07        Termination of Article 16......................54
         16.08        Reversion of Assets upon Termination...........54




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         The Employees' Retirement Plan of Savannah Electric and Power Company,
as amended and restated effective January 1, 1997, (the "Plan") is a
continuation and modification of the Retirement Annuity Plan for Employees of
Savannah Electric and Power Company effective as of April 1, 1947, which was
last amended and restated effective January 1, 1989. The Plan, except as
specifically provided herein and hereinafter set forth, is designed to provide a
retirement Allowance to eligible employees and their Spouses following the
termination of their employment with Savannah Electric and Power Company (the
"Company"). It is intended that the Plan and the Employees' Retirement Plan of
Savannah Electric and Power Company Trust (the "Trust"), meet all the
requirements of the Internal Revenue Code of 1986 (the "Code"), and that the
Plan and Trust shall be interpreted, wherever possible, to comply with the terms
of the Code and the Employee Retirement Income Security Act of 1974 ("ERISA"),
and all formal regulations and rulings issued under the Code and ERISA.

                             ARTICLE 1 - DEFINITIONS

1.01     "Accrued Benefit" shall mean the amount of retirement Allowance
         computed at a specific date, in accordance with Article 5, based on
         Compensation and Credited Service to such date.

1.02     "Affiliated Company" shall mean any company not participating in the
         Plan which is a Member of a controlled group of corporations
         (determined under Code ss. 1563(a) without regard to ss.ss. 1563(a)(4)
         and (e)(3)(C)) which also includes as a member the Company, except that
         with respect to Section 6.01 "more than 50 percent" shall be
         substituted for "at least 80 percent" where it appears in Code ss.
         1563(a)(1). The term "Affiliated Company" shall also include any trade
         or business under common control (as defined in Code ss. 414(c)) with
         the Company, or a Member of an affiliated service group (as defined in
         Code ss. 414(m)) which includes the Company or any other entity
         required to be aggregated with the Company pursuant to regulations
         under Code ss. 414(o).

1.03     "Allowance" shall mean payments under the Plan payable as provided in
         Article 5 or Article 7.

1.04     "Annuity Starting Date" shall mean the first day of the first period
         for which an amount is paid as an annuity or in any other form.

1.05     "Board of Directors" shall mean the Board of Directors of Savannah
         Electric and Power Company or the board of directors of any successor.

1.06     "Break in Service" shall mean a period which constitutes a break in an
         Employee's Continuous Service, as provided in Section 4.03.

1.07     "Code" means the Internal Revenue Code of 1986, as amended from time to
         time.

1.08     "Company" shall mean Savannah Electric and Power Company or any
         successor by merger, purchase or otherwise, with respect to its
         employees; or any other company participating in the Plan as provided
         in Section 4.05, with respect to its employees.

1.09          "Compensation" shall mean the actual remuneration paid to an
              employee for services rendered to the Company, determined prior to
              any pre-tax contributions under a "qualified cash or deferred
              arrangement" (as defined under Code ss. 401(k) and its applicable
              regulations) or under a "cafeteria plan" (as defined under Code
              ss. 125 and its applicable regulations), including payments made
              under any short term disability plan maintained by the Company
              which shall equal the rate of Compensation of the Member at the
              time of disability, but excluding any bonuses, pay for overtime,
              compensation deferred under any deferred compensation plan or
              arrangement, separation pay, imputed income and relocation pay,
              and excluding the Company's cost for any public or private
              employee benefit plan, including this Plan, under rules uniformly
              applicable to all employees similarly situated, provided further,
              effective as of January 1, 1989, any workers' compensation
              received by an employee shall be excluded from "compensation" for
              purposes of determining his benefit under the Plan.

              For purposes of this Section 1.09, actual remuneration means
              regular straight time pay, straight time differential pay,
              substitution straight time pay, substitution flat rate pay, earned
              vacation pay and the difference between military pay and regular
              straight time pay a Member would have been paid if such Member had
              been working for the Company.

              Notwithstanding the foregoing, effective as of January 1, 1989,
              compensation taken into account for any purpose under the Plan
              shall not exceed $200,000 per year, provided that the imposition
              of the limit on compensation shall not reduce a Member's Accrued
              Benefit below the amount of Accrued Benefit determined as of
              December 31, 1988. As of January 1 of each calendar year on and
              after January 1, 1990, the applicable limitation as determined by
              the Commissioner of the Internal Revenue Service for that calendar
              year shall become effective as the maximum compensation to be
              taken into account for Plan purposes for that calendar year in
              lieu of the $200,000 limitation set forth in the preceding
              sentence.

              In addition to other applicable limitations set forth in the Plan,
              and notwithstanding any other provision of the Plan to the
              contrary, for Plan Years beginning on or after January 1, 1994,
              the annual compensation of each Employee taken into account under
              the Plan shall not exceed the Omnibus Budget Reconciliation Act of
              1993 ("OBRA '93") annual compensation limit. The OBRA '93 annual
              compensation limit is $150,000, as adjusted by the Commissioner
              for increases in the cost of living in accordance with Code ss.
              401(a) (17) (B). The cost of living adjustment in effect for a
              calendar year applies to any period, not exceeding 12 months, over
              which compensation is determined (determination period) beginning
              in such calendar year. If a determination period consists of fewer
              than 12 months, the OBRA '93 annual compensation limit will be
              multiplied by a fraction, the numerator of which is the number of
              months in the determination period, and the denominator of which
              is 12.

              For Plan Years beginning on or after January 1, 1994, any
              reference in this Plan to the limitation under Code ss. 401(a)
              (17) shall mean the OBRA '93 annual compensation limit set forth
              in this provision.

              If compensation for any prior determination period is taken into
              account in determining an Employee's benefits accruing in the
              current Plan Year, the compensation for that prior determination
              period is subject to the OBRA '93 annual compensation limit in
              effect for that prior determination period. For this purpose, for
              determination periods beginning on or after January 1, 1994, the
              OBRA '93 annual compensation limit is $150,000.

              For purposes of this Section 1.09, for Plan Years beginning before
              January 1, 1997, the rules of Code ss. 414(q) shall apply in
              determining the adjusted $150,000 limitation above, except in
              applying such rules, the term "family" shall include only the
              Spouse of the Employee and any lineal descendants of the Employee
              who have not attained age nineteen (19) before the close of the
              Plan Year. If as a result of the application of such rules, the
              adjusted $150,000 limitation is exceeded, then the limitation
              shall be prorated among the affected individuals in proportion to
              each individual's compensation determined under this Section 1.09
              prior to the application of this limitation.

1.10          "Computation Year" shall mean the calendar year.

1.11     "Continuous Service" shall mean service recognized for purposes of
         determining eligibility for membership in the Plan and eligibility for
         certain benefits under the Plan, determined as provided in Section
         4.01.

1.12     "Credited Service" shall mean service recognized for purposes of
         computing the amount of any benefit under the Plan, determined as
         provided in Section 4.02.

1.13     "Effective Date of the Plan" as amended, shall mean April 1, 1959. The
         "Amendment and Restatement Effective Date" shall mean January 1, 1997.

1.14          "Employee" shall mean any person regularly employed by the Company
              who receives regular stated salary, or wages paid directly by the
              Company as (a) a regular full-time employee, (b) a regular
              part-time employee, (c) a cooperative education employee or (d) a
              temporary employee paid directly or indirectly by the Company. For
              purposes of this Section 1.14, temporary employee means a
              full-time or part-time employee who provides services to the
              Company for a stated period of time after which period such
              employee will be terminated from employment. The term Employee
              shall also include Leased Employees within the meaning of Code ss.
              414(n) (2). Notwithstanding the foregoing, if such Leased
              Employees constitute less than twenty percent (20%) of the
              Employer's non-highly compensated workforce within the meaning of
              Code ss. 414(n)(5)(C)(ii), the term Employee shall not include
              those Leased Employees covered by a plan described in Code ss.
              414(n)(5). The term Employee for participation purposes shall not
              include any individual who is classified by the Company as an
              independent contractor regardless of whether such classification
              is in error.

1.15     "Equivalent Actuarial Value" shall mean equivalent value when computed
         at 6 per centum per annum on the basis of the 1971 Group Annuity
         Mortality Table (Male) for Members, and 1971 Group Annuity Mortality
         Table (Female) for contingent annuitants under optional forms of
         Allowances.

1.16     "Fund" shall mean the trust fund established under the trust agreement
         with the Trustee from which the amounts of retirement Allowances are to
         be paid.

1.17          "Group Annuity Contract" shall mean Group Annuity Contract No. AC
              766 issued by The Equitable Life Assurance Society of the United
              States to Savannah Electric and Power Company.

1.18     "Hour of Service" means, with respect to any applicable computation
         period:

         (a)      each hour for which the Employee is paid or entitled to
                  payment for the performance of duties for the Company or an
                  Affiliated Company;

              (b)   each hour for which an Employee is paid or entitled to
                    payment by the Company or an Affiliated Company on account
                    of a period during which no duties are performed, whether or
                    not the employment relationship has terminated, due to
                    vacation, holiday, illness, incapacity (including
                    disability), layoff, jury duty, military duty or leave of
                    absence, but not more than 501 hours for any single
                    continuous period;

              (c)   each hour for which back pay, irrespective of mitigation of
                    damages, is either awarded or agreed to by the Company or an
                    Affiliated Company, excluding any hour credited under (a) or
                    (b), which shall be credited to the computation period or
                    periods to which the award, agreement or payment pertains,
                    rather than to the computation period in which the award,
                    agreement or payment is made; and

         (d)      solely for purposes of determining whether an Employee has
                  incurred a Break in Service under the Plan, each hour for
                  which an Employee would normally be credited under Paragraphs
                  (a) or (b) above during a period of Parental Leave but not
                  more than 501 hours for any single continuous period. However,
                  the number of hours credited to an Employee under this
                  Paragraph (d) during the computation period in which the
                  Parental Leave began, when added to the hours credited to an
                  Employee under Paragraphs (a) through (c) above during that
                  computation period, shall not exceed 501. If the number of
                  hours credited under this Paragraph (d) for the computation
                  period in which the Parental Leave began is zero, the
                  provisions of this Paragraph (d) shall apply as though the
                  Parental Leave began in the immediately following computation
                  period.

              No hours shall be credited on account of any period during which
              the Employee performs no duties and receives payment solely for
              the purpose of complying with unemployment compensation, workers'
              compensation or disability insurance laws. The Hours of Service
              credited shall be determined as required by Title 29 of the Code
              of Federal Regulations, ss.ss. 2530.200b-2(b) and (c).

1.19          "Leased Employee" means any person as so defined in Code ss.
              414(n). In the case of a person who is a Leased Employee
              immediately before or after a period of service as an Employee,
              the entire period during which he has performed services for the
              Company as a Leased Employee shall be counted as Continuous
              Service for purposes of determining eligibility for participation
              and vesting, to the extent such service would be recognized with
              respect to other employees under the Plan; however, he shall not,
              by reason of that status, be eligible to become a Member of the
              Plan.

1.20     "Member" shall mean any person included in the membership of the Plan
         as provided in Article 3.

1.21     "Normal Retirement Date" shall mean the first day of the calendar month
         next following the 65th anniversary of an Employee's birth.

1.22          "Parental Leave" means a period in which the Employee is absent
              from work because of the pregnancy of the Employee, the birth of a
              child of the Employee or the placement of a child with the
              Employee in connection with adoption proceedings, or for purposes
              of caring for that child for a period beginning immediately
              following such birth or placement.

1.23          "Plan" shall mean Employees' Retirement Plan of Savannah Electric
              and Power Company as previously described in the Group Annuity
              Contract and as described and amended herein or as hereafter
              amended.

1.24     "Plan Year" shall mean the 12-month period from January 1 to December
         31.

1.25          "Qualified Joint and Survivor Annuity" shall mean an annuity of
              Equivalent Actuarial Value to the Allowance otherwise payable,
              providing for a reduced Allowance payable to the Member during his
              life, and after his death providing that one-half of that reduced
              Allowance will continue to be paid during the life of, and to, the
              spouse to whom he was married at his Annuity Starting Date.

1.26     "Qualified Preretirement Survivor Annuity" shall mean annuity for the
         life of a Surviving Spouse calculated in accordance with Section 7.03.

1.27          "Retirement Annuity" shall mean the amount of the annuity
              purchased under the Group Annuity Contract as provided by that
              Contract at actual retirement date, at or after the attainment of
              age 65, prior to any conversion to a contingent annuity.

1.28     "Retirement Committee" shall mean the administrator of the Plan as
         provided in Article 9. The Administrative Benefits Committee of the
         Company shall comprise the Retirement Committee for purposes of
         administration of the Plan.

1.29          "Social Security Benefit" shall mean the annual primary old-age
              insurance benefit which the Member is entitled to receive under
              Title II of the Social Security Act as in effect on the date he
              retires or otherwise terminates employment, or would be entitled
              to receive if he did not disqualify himself by receiving the same
              by entering into covered employment or otherwise. In the case of
              early retirement, the Social Security Benefit shall be computed on
              the assumption that he will receive no income after early
              retirement and before age 65 which would be treated as wages for
              purposes of the Social Security Act. In the case of vested
              retirement, the Social Security Benefit shall be computed on the
              assumption that he will continue to receive compensation until age
              65 which would be treated as wages for purposes of the Social
              Security Act at the same rate as in effect on his termination of
              service.

              In computing any Social Security Benefit, no wage index adjustment
              or cost-of-living adjustment shall be assumed with respect to any
              period after the end of the calendar year before the year in which
              the Member retires or terminates service. The Member's Social
              Security Benefit shall be determined on the basis of the
              Employee's actual earnings, where available from Company records,
              in conjunction with a salary increase assumption based on the
              actual yearly change in national average wages as determined by
              the Social Security Administration for all other years prior to
              retirement or other termination of employment with the Company
              where actual earnings are not so available. If, within three
              months after the later of the date of retirement or other
              termination of employment or the date on which a Member is
              notified of the Allowance to which he is entitled, the Member
              provides documentation as to his actual earnings history with
              respect to those prior years, his Allowance shall be redetermined
              using the actual earnings history, if the recalculation would
              result in an increased benefit. Any adjustment to Allowance
              payments shall be made retroactively.

1.30     The term "Spouse or Surviving Spouse" shall mean the spouse or
         surviving spouse of a Member, provided that a former Spouse will be
         treated as the spouse or surviving spouse and a current spouse will not
         be treated as the spouse or surviving spouse to the extent provided
         under a qualified domestic relations order as described in
         Codess.414(p).

1.31     "Suspendible Month" means a month in which the Member completes at
         least 40 hours of service with the Company.

1.32     "Trustee" shall mean the trustee or trustees by whom the funds of the
         Plan are held as provided in Article 10.


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                ARTICLE 2 - RETIREMENT ANNUITIES PURCHASED UNDER
                  GROUP ANNUITY CONTRACT AND CHANGE OF FUNDING

              All Retirement Annuities payable under the Plan as in effect prior
to April 1, 1959 with respect to service thereunder prior to such date, have
been purchased from The Equitable Life Assurance Society of the United States
pursuant to the terms of Group Annuity Contract No. AC 766.

              Effective as of April 1, 1959, the purchase of Retirement
Annuities under the Group Annuity Contract was discontinued in accordance with
the terms and provisions of such Contract. Subject to the provisions of the
Plan, with respect to service under the Plan from and after April 1, 1959, and
as a supplement to the Retirement Annuities purchased under the Group Annuity
Contract for service prior to April 1, 1959, retirement Allowances will be
provided by means of contributions to the Fund by the Company. Such retirement
Allowances will be in addition to Retirement Annuities purchased as described in
the preceding paragraph with respect to services prior to April 1, 1959.

              The rights of Members of the Retirement Annuities purchased for
them under the Group Annuity Contract with respect to service prior to April 1,
1959 will not be adversely affected by the discontinuance of such purchases and
such Retirement Annuities will be payable by The Equitable Life Assurance
Society of the United States in accordance with the terms, conditions and
provisions of the Group Annuity Contract.



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                             ARTICLE 3 - MEMBERSHIP

3.01     Every Employee in Company service on January 1, 1997, who was a Member
         on December 31, 1996, shall continue to be a Member of the Plan on and
         after January 1, 1997, provided he remains eligible under the terms of
         the Plan.

3.02          Every other Employee on January 1, 1997, and every person becoming
              an Employee after that date shall become a Member on the first day
              of the calendar month, beginning with January 1, 1997, coincident
              with or next following (i) the date he completes one year of
              Continuous Service or (ii) the 21st anniversary of his birth,
              whichever is later. For this purpose, a year of Continuous Service
              shall be a 12-month period during which an Employee completes at
              least 1,000 hours commencing with the date of employment, or if in
              such period he has not completed at least 1,000 hours, commencing
              with the first day of the Computation Year after the date of his
              employment. If an Employee has incurred a one-year Break in
              Service prior to becoming eligible for membership, any Continuous
              Service prior to the break shall be disregarded in determining
              eligibility for membership unless he shall complete at least one
              year of Continuous Service following the Break in Service;
              provided that an Employee's Continuous Service prior to the break
              shall not be recognized for purposes of determining his
              eligibility for membership if his consecutive number of one-year
              Breaks in Service equal or exceed the greater of (i) five or (ii)
              his aggregate years of Continuous Service prior to the Break in
              Service.

3.03     An Employee who is represented by a collective bargaining agent may
         participate in the Plan if the representative(s) of his bargaining unit
         and the Company mutually agree to participation in the Plan by the
         members of his bargaining unit.

3.04          An Employee's membership in the Plan shall terminate only if he
              dies or his employment with the Company terminates other than by
              reason of retirement or termination with vested benefits under the
              Plan. Membership shall be continued during a period while on leave
              of absence from service without pay approved by the Company, but
              no benefit credit shall be allowed with respect to such period
              unless credit is allowed for service in the Armed Forces of the
              United States as provided in Section 4.03(c). Membership shall be
              continued during a period of disability for which Continuous
              Service is granted as provided in Section 4.04.

3.05          In the event a Member ceases to participate because he enters an
              ineligible class under Article III and becomes ineligible to
              participate, but has not incurred a break in service under Section
              4.03(a), such Employee will participate as of the first day of the
              month coinciding with or next following his return to an eligible
              class of Employees. If such Employee incurs a break in service
              under Section 4.03(a), eligibility will be determined under
              Section 3.02. In the event an Employee who is not in an eligible
              class to participate enters an eligible class, such Employee will
              participate as of the first day of the month coinciding with or
              next following his employment if he has satisfied Section 3.02 and
              would have otherwise previously been eligible to participate in
              the Plan.

3.06     Subject to Section 3.05, if an Employee's membership in the Plan
         terminates and he again becomes an Employee, he shall be considered a
         new Employee for all purposes of the Plan, except as provided in
         Section 5.05.

3.07          Notwithstanding any other provision of this Article 3, Leased
              Employees shall not be eligible to participate. In addition,
              temporary employees as defined in Section 1.14 of the Plan who
              were not participating in the Plan as temporary employees prior to
              October 13, 1994, shall not be eligible to participate in the
              Plan.

3.08     An Employee may, subject to the approval of the Retirement Committee,
         elect voluntarily not to participate in the Plan. The election not to
         participate must be communicated in writing to the Retirement Committee
         effective on an Employee's date of hire or anniversary thereof.




<PAGE>


                               ARTICLE 4 - SERVICE

4.01          Continuous Service

              (a)   Effective January 1, 1997, except as hereinafter provided,
                    all service performed as an Employee of the Company or an
                    Affiliated Company shall be Continuous Service for Plan
                    purposes. If an Employee completes at least 1,000 Hours of
                    Service in any Computation Year, he shall receive credit for
                    a full year of Continuous Service. If an Employee completes
                    fewer than 1,000 Hours of Service in any Computation Year,
                    no Continuous Service shall be recognized for such
                    Computation Year.

              (b)   Any person employed by the Company on December 31, 1996
                    shall receive Continuous Service for service performed
                    before that date equal to the Credited Service recognized
                    through December 31, 1996 under the Plan as in effect on
                    that date.

4.02          Credited Service

         (a)      Credited Service shall be calculated based on Periods of
                  Service.

              A "Period of Service" shall mean twelve (12) month periods of
              employment as a Member, or fractions thereof, running from the
              date that a Member commences participation in the Plan and
              terminates on his first severance from service date. A severance
              from service shall occur as of the earlier of the date a Member
              quits, retires, is discharged or dies, or the first anniversary of
              absence for any other reason. Thereafter, subject to 4.03(b), if a
              Member becomes reemployed, his Period of Service for each
              subsequent period shall commence with the reemployment
              commencement date, which is the first date following a one year
              period of severance on which a Member performs an Hour of Service
              and shall terminate on his next severance from service.

              In the case of an Employee who transfers from a class of employees
              whose service is determined on the basis of Hours of Service to a
              class of employees whose service is determined under this
              Paragraph (a), such Employee shall receive credit for a Period of
              Service consisting of (i) a number of years equal to the number of
              years of service credited to the Employee before the computation
              period during which the transfer occurs and (ii) the greater of
              (1) the Period of Service that would be credited to the Employee
              under this Paragraph (a) during the entire computation period in
              which the transfer occurs or (2) the service taken into account
              under the Hours of Service method as of the date of the transfer.

              In addition, the Employee shall receive credit for Periods of
              Service subsequent to the transfer commencing on the day after the
              last day of the computation period in which the transfer occurs.

              In the case of an Employee who transfers from a class of employees
              whose service is determined pursuant to this Paragraph (a) to a
              class of employees whose service is determined on the basis of
              Hours of Service (i) the Employee shall receive credit, as of the
              date of transfer, for the numbers of Years of Service equal to the
              number of one year Periods of Service credited to the Employee as
              of the date of the transfer and (ii) the Employee shall receive
              credit in the computation period which includes the date of the
              transfer, for a number of Hours of Service determined by applying
              the equivalency set forth in 29 C.F.R. ss. 2530.200b-3(e)(l)(i) to
              any fractional part of a year credited to the Employee under this
              Section as of the date of the transfer.

4.03     Breaks in Service

              (a)   There shall be a Break in Service of one year for any
                    Computation Year after the year in which a person first
                    becomes employed during which he does not complete more than
                    500 Hours of Service. If an Employee terminates his service
                    with the Company and is reemployed after incurring a Break
                    in Service, his service before the Break in Service shall be
                    excluded from his Continuous Service, except as provided in
                    Section 5.05.

         (b)      For purposes of calculating Credited Service only, there shall
                  be a one year Period of Severance if during the 12 consecutive
                  month period after a severance from service date, as defined
                  in Section 4.02(a) the Employee fails to perform an Hour of
                  Service. If an Employee terminates his service with the
                  Company and is reemployed after incurring a one year Period of
                  Severance, his service before the Period of Severance shall be
                  excluded unless he thereafter completes a one year Period of
                  Service. In the case of a non-vested member, the Period of
                  Service accrued prior to a one year Period of Severance shall
                  not be taken into account if at such time the consecutive
                  Period of Severance equals or exceeds the greater of 5 or of
                  prior Periods of Service, whether or not consecutive.

              (c)   Notwithstanding any provision of the Plan to the contrary,
                    contributions, benefits and service credit with respect to
                    qualified military service will be provided in accordance
                    with Code ss. 414(u).

4.04          Disabled Members

              If a Member is eligible for and continuously receiving disability
              benefits under the long-term disability plan provided by the
              Company, he shall continue to be a Member of the Plan and shall
              continue to accrue service until he retires in the same amount and
              manner as though he had continued in the active employment of the
              Company and he shall be deemed to receive Compensation during such
              period based upon his rate of Compensation at the time of
              disability. In the event that a Member no longer qualifies for
              benefits under the long-term disability plan before his Normal
              Retirement Date and he does not resume active employment with the
              Company, he shall be eligible to receive a vested retirement
              Allowance as provided in Section 5.03 or to retire on an early
              retirement Allowance as provided in Section 5.02, if otherwise
              eligible for such Allowance as of the date of such
              disqualification. In either case, the Allowance shall be computed
              on the basis of his Compensation and Credited Service at the date
              of such disqualification. In the event that a Member does not
              qualify for disability benefits under the Social Security Act, the
              Allowance accrued under Section 5.01(c)(i)(A) for purposes of this
              Section 4.04 for Credited Service during such period of
              nonqualification shall be increased by 5/6 per centum of the part
              of each year's Compensation which is not in excess of $3,600 per
              annum.

4.05          Service with Certain Other Employers

         (a)      An Employee hired prior to November 9, 1989, who becomes a
                  Member and continues as a Member without a break in
                  membership, shall receive Continuous Service and Credited
                  Service for all service not otherwise recognized, in the
                  employ of another electric utility company or a company or
                  corporation furnishing advisory or consulting service to the
                  Company, provided that such service would be recognized if it
                  had been rendered to the Company and provided that any benefit
                  payable under this Plan on account of such service, so
                  recognized, shall be reduced by the amount of benefit provided
                  under the pension or retirement plan of such other company
                  with respect to the same period. The Company shall calculate
                  such service based on actual employment records where
                  available, but if such records are not available, the Company
                  shall request that the Employee obtain information from the
                  Social Security Administration which documents the Employee's
                  Social Security eligible compensation or from such other
                  entity as the Company deems appropriate. Based on such
                  documents, the Company shall calculate the Employee's service
                  and Compensation for purposes of this Section 4.05. In the
                  event no such documentation can be obtained, the Company shall
                  make its best effort to estimate such service and
                  Compensation.

              (b)   An Employee hired on or after November 9, 1989, who becomes
                    a Member and continues as a Member without a break in
                    membership, shall receive Continuous Service and Credited
                    Service for all service not otherwise recognized, in the
                    employ of an Affiliated Company, provided that such service
                    would be recognized if it had been rendered to the Company
                    and provided that any benefit payable under this Plan on
                    account of such service, so recognized shall be reduced by
                    the amount of benefit provided under the pension or
                    retirement plan of such other company with respect to the
                    same period.



<PAGE>


                              ARTICLE 5 - BENEFITS

5.01          Normal and Late Retirement

              (a)   The right of a Member to his normal retirement Allowance
                    shall be non-forfeitable upon attaining age 65. A Member may
                    retire from service on a normal retirement Allowance upon
                    reaching his Normal Retirement Date or he may postpone his
                    retirement and remain in service after his Normal Retirement
                    Date. During any such deferment the Member shall be retired
                    from service on a normal retirement Allowance on the first
                    day of the calendar month next following receipt by the
                    Retirement Committee of written application therefor made by
                    the Member.

         (b)      Subject to the provisions of Section 5.01(e), the annual
                  normal retirement Allowance payable upon retirement on the
                  Normal Retirement Date shall be computed pursuant to
                  Paragraphs (c) and (d) below. The annual retirement Allowance
                  payable upon retirement after a Member's Normal Retirement
                  Date shall be equal to (i) the amount determined in accordance
                  with Paragraphs (c) and (d) below, based on the Member's
                  Credited Service and average annual Compensation as of his
                  late retirement date or, if greater, (ii) the amount of
                  Allowance to which the Member would have been entitled under
                  Paragraphs (c) and (d) below as of his Normal Retirement Date
                  increased by an amount of Equivalent Actuarial Value to the
                  monthly payments which would have been payable with respect to
                  each month during the postponement period which is not a
                  Suspendible Month, with any such monthly payment amount
                  determined as if the Member had retired as of the first day of
                  the Plan Year during which payment would have been made or, if
                  later, his Normal Retirement Date.

              (c)   The normal retirement Allowance shall be computed as an
                    annuity payable for the life of the Member and shall consist
                    of:

                    (i)    For service credited while a Member on or after April
                           1, 1969, an Allowance equal to 1-1/6 per centum of
                           the part of each year's Compensation which is not in
                           excess of $3,600 per annum plus 2 per centum of the
                           part of such Compensation in excess of $3,600 per
                           annum; and

                    (ii)   For service credited between the effective date of
                           the Plan and March 31, 1969, an Allowance equal to 1
                           per centum of the part of each year's Compensation
                           which is not in excess of $3,000 per annum plus 2 per
                           centum of the part of such Compensation in excess of
                           $3,000 per annum; and

                    (iii)  For service credited prior to the effective date of
                           the Plan, an Allowance which, when added to his
                           Retirement Annuity, shall be equal to 1 per centum of
                           the part of the Member's average annual Compensation
                           for the three calendar years (1956, 1957 and 1958)
                           which is not in excess of $3,000 plus 1 1/2 per
                           centum of the part of such Compensation in excess of
                           $3,000, multiplied by the number of years of his
                           Credited Service to the effective date of the Plan.

              (d)   The benefit determined in Paragraph (c) above, when added to
                    a Member's Retirement Annuity, if any, shall not be less
                    than:

                  (i)      1-2/3 per centum of his average annual Compensation,
                           multiplied by his years of Credited Service not in
                           excess of 36 years, reduced by

                    (ii)   1 1/2 per centum of his primary Social Security
                           Benefit multiplied by his years of Credited Service,
                           the product not to exceed 50 per centum of his
                           primary Social Security Benefit, where average annual
                           Compensation is calculated during the 36 highest
                           consecutive months within the 120 months preceding
                           retirement.

                    (iii)  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.

              (e)   If the Member is married on his Annuity Starting Date and if
                    he has not elected an optional form of benefit as provided
                    in Section 7.07, the retirement Allowance shall be payable
                    in the form of a Qualified Joint and Survivor Annuity.

         (f)      Notwithstanding any other provision of the Plan, each Member's
                  normal retirement allowance is the greater of

                    (i)    the sum of:

                           (A)   the normal retirement allowance determined
                                 under this Section 5.01 as of December 31,
                                 1993, plus

                           (B)   the normal retirement allowance determined
                                 under this Section 5.01 based on Credited
                                 Service and Compensation after December 31,
                                 1993 (with Credited Service used in this
                                 paragraph (f) (i) (B) being added to the
                                 Credited Service used in paragraph (f) (i) (A)
                                 for purposes of determining whether paragraph
                                 (d) (i) 36-year limit and (d) (ii) 50 per
                                 centum offset limit have been exceeded); or

                    (ii)   the normal retirement allowance determined under this
                           Section 5.01 as applied to all Credited Service and
                           Compensation.

5.02          Early Retirement

              (a)   A Member who has not reached his Normal Retirement Date but
                    who has reached the 55th anniversary of his birth shall be
                    retired from service on an early retirement Allowance on the
                    first day of the calendar month next following receipt by
                    the Retirement Committee of written application thereof or
                    made by the Member.

         (b)      At the time of retirement the Member may elect to receive
                  either (i) a deferred early retirement Allowance commencing on
                  the Member's Normal Retirement Date which shall be computed as
                  a normal retirement Allowance, in accordance with Section
                  5.01(b), on the basis of his Compensation and Credited Service
                  at the time of early retirement or (ii) an immediate early
                  retirement Allowance beginning on the first day of any month
                  before his Normal Retirement Date which shall be computed in
                  accordance with Sections 5.01(c) and (d) and shall be reduced
                  by 1/12 of 5% for each month by which the date the Member's
                  early retirement Allowance begins precedes age 62.

              (c)   If the Member is married on the date his retirement
                    Allowance commences, the early retirement Allowance shall be
                    computed on the same basis as in Paragraph (b) above, in
                    accordance with Section 5.01(e).

5.03          Termination of Employment

         (a)      A Member shall be 100% vested in, and have a non-forfeitable
                  right to, his Accrued Benefit upon completion of five years of
                  Continuous Service since the first day of the Computation
                  Period in which the 18th anniversary of his birth occurs. If
                  the Member's employment with the Company is subsequently
                  terminated for reasons other than retirement or death, he
                  shall be eligible for a vested Allowance upon application
                  therefor. If a Member's employment with the Company terminates
                  before completion of five (5) years of Continuous Service or
                  before becoming eligible for an early retirement or normal
                  retirement Allowance, such Member's Accrued Benefit shall be
                  forfeited upon termination of employment subject to
                  restoration under Section 5.05.

              (b)   The vested Allowance shall be a deferred Allowance
                    commencing on the former Member's Normal Retirement Date and
                    shall be determined by computing a normal retirement
                    Allowance, in accordance with Section 5.01, on the basis of
                    his Compensation and Credited Service at his date of
                    termination and the benefit formula in effect on that date.

              (c)   Instead of deferring his Allowance to his Normal Retirement
                    Date, the Member can elect to receive a reduced Allowance
                    commencing on the first day of any month next following his
                    attainment of age 55 but prior to his Normal Retirement
                    Date. The reduction shall be 1/12 of 5% for each month by
                    which his Annuity Starting Date precedes his Normal
                    Retirement Date, provided that such reduction shall be made
                    prior to the application of the maximum limitation provided
                    under Article 6 and such reduced Allowance shall be subject
                    to such limitation.

5.04          Adjustment of Retirement Allowance for Social Security Benefits

              When an Allowance commences prior to the attainment of age 65, the
              Member may elect to convert the Allowance otherwise payable to him
              into an Allowance of Equivalent Actuarial Value of such amount
              that, with his Retirement Annuity, if any, and his old-age
              insurance benefit under Title II of the Social Security Act, he
              will receive, so far as possible, the same amount each year before
              and after such benefit commences.

5.05          Restoration of Retired Member or Former Member to Service

              (a)   If a Member in receipt of an Allowance is restored to
                    service as an Employee on or after his Normal Retirement
                    Date, the following shall apply, except with respect to
                    temporary employees:

                    (i)    His Allowance shall be suspended for each month
                           during the period of restoration which is a
                           Suspendible Month.

                    (ii)   Upon the death of the Member during the period of
                           restoration, any Allowance that would have been
                           payable to his surviving Spouse had he not been
                           restored to service shall be payable or,
                           alternatively, any payments under optional benefit,
                           if one has been elected and becomes effective, shall
                           begin.

                    (iii)  Upon later retirement, payment of the Member's
                           Allowance shall resume no later than, the third month
                           after the latest Suspendible Month during the period
                           of restoration, and shall be adjusted, if necessary,
                           in compliance with Title 29 of the Code of Federal
                           Regulations, ss. 2530.203-3 in a consistent and
                           nondiscriminatory manner

              (b)   If a Member in receipt of an Allowance is restored to
                    service as an Employee before his Normal Retirement Date,
                    the following shall apply, except with respect to temporary
                    employees:

                    (i)    His Allowance shall cease and any election of an
                           optional benefit in effect shall be void.

                    (ii)   Any Continuous and credited Service to which he was
                           entitled when he retired or terminated service shall
                           be restored to him.

                    (iii)  Upon later retirement or termination, his Allowance
                           shall be based on the benefit formula then in effect
                           and his Compensation and Credited Service before and
                           after the period when he was not in the service of
                           the Company, reduced by an amount of Equivalent
                           Actuarial Value to the benefits, if any, he received
                           before the date of his restoration to service.

                    (iv)   The part of the Member's Allowance upon later
                           retirement payable with respect to Credited Service
                           rendered before his previous retirement or
                           termination of service shall never be less than the
                           amount of his previous Allowance modified to reflect
                           any option in effect on his later retirement.

              (c)   If a Member not in receipt of an Allowance or a former
                    Member is restored to service without having had a Break in
                    Service, his Continuous Service shall be determined as
                    provided in Section 4.01, and, if applicable, he shall again
                    become a Member as of his date of restoration to service.

              (d)   If a vested Member not in receipt of an Allowance or a
                    former Member who received a lump sum settlement in lieu of
                    his Allowance is restored to service with the Company after
                    having had a Break in Service, the following shall apply:

                    (i)    Upon completion of one year of Continuous Service
                           following the Break in Service, the Continuous
                           Service to which he was previously entitled shall be
                           restored to him, and, if applicable, he shall again
                           become a Member as of his date of restoration to
                           service.

                  (ii)     If a Member has received a distribution of his
                           Allowance and the Member is restored to service with
                           the Company, the Member shall have the right to
                           restore his or her Accrued Benefit to the extent
                           forfeited upon the repayment to the Plan of the full
                           amount of the distribution plus interest, compounded
                           annually from the date of distribution at the rate
                           determined for purposes of Codess. 411(c)(2)(C). Such
                           repayment must be made before the earlier of five (5)
                           years after the first date on which the Member is
                           subsequently reemployed by the Company, or the date
                           the Member incurs five (5) consecutive one year
                           Breaks in Service following the date of distribution.

                           If a Member has been deemed to receive a distribution
                           under the Plan, and the Member is restored to service
                           with the Company, upon the reemployment of such
                           Member, the Accrued Benefit will be restored to the
                           amount of such Accrued Benefit on the date of deemed
                           distribution.

                    (iii)  Upon later termination or retirement of a Member
                           whose previous Credited Service has been restored
                           under this Paragraph (d), his Allowance shall be
                           based on the benefit formula then in effect and his
                           Compensation and Credited Service before and after
                           the period when he was not in the service of the
                           Company.

              (e)   If any other former Member is restored to service with the
                    Company after having had a Break in Service, the following
                    shall apply:

                    (i)    Upon completion of one year of Continuous Service
                           following the Break in Service, he shall again become
                           a Member as of his date of restoration to service.

                    (ii)   Upon becoming a Member in accordance with (i) above,
                           the Continuous Service to which he was previously
                           entitled shall be restored to him, if the total
                           number of consecutive one-year Breaks in Service does
                           not equal or exceed the greater of (a) five, or (b)
                           the total number of years of his Continuous Service
                           before the Break in Service, determined at the time
                           of the Break in Service, excluding any Continuous
                           Service disregarded under this Paragraph (e) by
                           reason of any earlier Break in Service.

                    (iii)  Any Credited Service to which the Member was entitled
                           at the time of his termination of service which is
                           included in the Continuous Service so restored shall
                           be restored to him.

                    (iv)   Upon later termination or retirement of a Member
                           whose previous Credited Service has been restored
                           under this Paragraph (e), his Allowance, if any,
                           shall be based on the benefit formula then in effect
                           and his Compensation and Credited Service before and
                           after the period when he was not in the service the
                           Company.

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, 1996, 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 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.

5.07       Written Application

           Each Member, before any benefit shall be payable to him or his
           account under the Plan, shall file with the Retirement Committee such
           information as it shall require to establish his rights and benefits
           under the Plan.


<PAGE>


           ARTICLE 6 - LIMITATIONS ON BENEFITS

6.01          Maximum Benefits

              (a)   The maximum annual retirement Allowance payable to a Member
                    under the Plan, when added to any retirement Allowance
                    attributable to contributions of the Company or an
                    Affiliated Company provided to the Member under any other
                    qualified defined benefit plan, shall be equal to the lesser
                    of (1) $90,000, as adjusted under Code Section 415(d), or
                    (2) the Member's average annual remuneration during the
                    three consecutive calendar years in his Credited Service as
                    a Member affording the highest such average, or during all
                    of the years in his Credited Service as a Member, if less
                    than three years, subject to the following adjustments:

                    (i)    If the Member has not been a Member of the Plan for
                           at least 10 years, the maximum annual retirement
                           Allowance in clause (1) above shall be multiplied by
                           the ratio which the number of years of his membership
                           in the Plan bears to 10. This adjustment shall be
                           applied separately to the amount of the Member's
                           retirement Allowance resulting from each change in
                           the benefit structure of the Plan, with the number of
                           the years of membership in the Plan being measured
                           from the effective date of each such change.

                     (ii)  If the Member has not completed 10 years of
                           Continuous Service, the maximum annual retirement
                           Allowance in clause (2) above shall be multiplied by
                           the ratio which the number of years of his Continuous
                           Service bears to 10.

                     (iii) If the retirement Allowance begins before the
                           Member's social security retirement age (as defined
                           below), but on or after his 62nd birthday, the
                           maximum retirement Allowance in clause (1) above
                           shall be reduced by 5/9 of 1% for each of the first
                           36 months plus 5/12 of 1% for each additional month
                           by which the Member is younger than the social
                           security retirement age at the date his retirement
                           Allowance begins. If the retirement Allowance begins
                           before the Member's 62nd birthday, the maximum
                           retirement Allowance in clause (1) above shall be of
                           Equivalent Actuarial Value to the maximum benefit
                           payable to age 62 as determined in accordance with
                           the preceding sentence.

                    (iv)   If the retirement Allowance begins after the Member's
                           social security retirement age (as defined below),
                           the maximum retirement Allowance in clause (1) above
                           shall be of Equivalent Actuarial Value, based on an
                           interest rate of 5% per year in lieu of the interest
                           rate otherwise used in the determination of
                           Equivalent Actuarial Value, to that maximum benefit
                           payable at the social security retirement age.

                    (v)    If the Member's retirement Allowance is payable as a
                           joint and survivor Allowance with his Spouse as the
                           contingent annuitant, the modification of the
                           retirement Allowance for that form of payment shall
                           be made before the application of the maximum
                           limitation, and, as so modified, shall be subject to
                           the limitation.

              (b)   As of January 1 of each calendar year on or after January 1,
                    1988, the dollar limitation as determined by the
                    Commissioner of Internal Revenue for that calendar year
                    shall become effective as the maximum permissible dollar
                    amount of retirement Allowances payable under the Plan
                    during that calendar year, including retirement Allowances
                    payable to Members who retired prior to that calendar year,
                    in lieu of the dollar amount in (1) of Paragraph (a) above.

              (c)   For limitation years beginning before January 1, 2000, in
                    the case of a Member who is also a Member of a defined
                    contribution plan of the Company or an Affiliated Company,
                    his maximum benefit limitation shall not exceed an adjusted
                    limitation computed as follows:

                    (i)    Determine the defined contribution fraction.

                    (ii)   Subtract the result of (i) from 1.0.

                  (iii)    Multiply the dollar amount in (1) of Paragraph (a)
                           above by 1.25.

                  (iv)     Multiply the amount described in (2) of Paragraph (a)
                           above by 1.4.

                    (v)    Multiply the lesser of the result of (iii) or the
                           result of (iv) by the result of (ii) to determine the
                           adjusted maximum benefit limitation applicable to a
                           Member.

              (d)   For purposes of this Section:

                    (i)    the defined contribution fraction for a Member who is
                           a Member of one or more defined contribution plans of
                           the Company or an Affiliated Company shall be a
                           fraction the numerator of which is the sum of the
                           following:

                           (A)   the Company's and Affiliated Companies'
                                 contributions credited to the Member's accounts
                                 under the defined contribution plan or plans.

                           (B)   with respect to calendar years beginning before
                                 1987, the lesser of the part of the Member's
                                 contributions in excess of 6% of his
                                 Compensation or one-half of his total
                                 contributions to such plan or plans, and with
                                 respect to calendar years beginning after 1986,
                                 all Member's contributions to such plan or
                                 plans, and

                           (C)   any forfeitures allocated to his accounts under
                                 such plan or plans, but reduced by any amount
                                 permitted by regulations promulgated by the
                                 Commissioner of Internal Revenue; and the
                                 denominator of which is the lesser of the
                                 following amounts determined for each year of
                                 the Member's Continuous Service.

                           (D)      1.25 multiplied by the maximum dollar amount
                                    allowed by law for that year; or

                           (E)      1.4 multiplied by 25% of the Member's
                                    remuneration for that year.

                                 At the direction of the Retirement Committee,
                                 the portion of the denominator of that fraction
                                 with respect to calendar years before 1983
                                 shall be computed as the denominator for 1982,
                                 as determined under the law as then in effect,
                                 multiplied by a fraction of the numerator of
                                 which is the lesser of:

                           (F)   $51,875, or

                           (G)   1.4 multiplied by 25% of the Member's
                                 remuneration for 1981; and the denominator of
                                 which is the lesser of:

                           (H)   $41,500, or

                           (I)   25% of the Member's remuneration for 1981;

                    (ii)   a defined contribution plan means a pension plan
                           which provides for an individual account for each
                           Member and for benefits based solely upon the amount
                           contributed to the Member's account, and any income,
                           expenses, gains and losses, and any forfeitures of
                           accounts of other Members which may be allocated to
                           that Member's accounts, subject to (iii) below; and

                    (iii)  a defined benefit plan means any pension plan which
                           is not a defined contribution plan; however, in the
                           case of a defined benefit which is based partly on
                           the balance of the separate account of a Member, that
                           plan shall be treated as a defined contribution plan
                           to the extent benefits are based on the separate
                           account of a Member and as a defined benefit plan
                           with respect to remaining portion of the benefits
                           under the plan.

                  (iv)     the term "remuneration" with respect to any Member
                           shall mean the wages, salaries and other amounts paid
                           in respect of such Member by the Company or an
                           Affiliated Company for personal services actually
                           rendered, and shall include, but not by way of
                           limitation, bonuses, overtime payments, commissions
                           and, for limitation years beginning on and after
                           January 1, 1998, any elective deferrals as defined in
                           Code Section 402(g)(3) and any amount contributed by
                           an Employer on behalf of the Employee under any Code
                           Section 125 or 457 arrangement, and shall exclude
                           other deferred compensation, stock options and other
                           distributions which receive special tax benefits
                           under the Code; and

                    (v)    the term "social security retirement age" shall mean
                           age 65 with respect to a Member who was born before
                           January 1, 1938; age 66 with respect to a Member who
                           was born after December 1, 1937 and before December
                           1, 1955; and age 67 with respect to a Member who was
                           born after December 31, 1954.

              (e)   Notwithstanding the preceding paragraphs of this Section, a
                    Member's annual retirement Allowance payable under this
                    Plan, prior to any reduction required by operation of
                    Paragraph (c) above, shall in no event be less than:

                    (i)    the benefit that the Member had accrued under the
                           Plan as of the end of the Plan Year beginning in
                           1982, with no changes in the terms and conditions of
                           the Plan on or after July 1, 1982 taken into account
                           in determining that benefit, or

                    (ii)   the benefit that the Member had accrued under the
                           Plan as of the end of the Plan Year beginning in
                           1986, with no changes in the terms and conditions of
                           the Plan on or after May 5, 1986 taken into account
                           in determining that benefit.

         (f)      Notwithstanding any provisions contained herein to the
                  contrary, in the event that, for limitation years beginning
                  before January 1, 2000, a Member participates in a defined
                  contribution plan or defined benefit plan required to be
                  aggregated with this Plan under Code Section 415(g) and the
                  combined benefits with respect to a Member exceed the
                  limitations contained in Code Section 415(e), corrective
                  adjustments shall first be made under this Plan. However, if a
                  Member's Allowance under this Plan has already commenced,
                  corrections shall first be made under The Southern Company
                  Employee Stock Ownership Plan, if possible, and if not
                  possible, then correction shall be made to the Member's
                  Accrued Benefit under this Plan.

              (g)   Notwithstanding anything contained in this Article to the
                    contrary, the limitations, adjustments and other
                    requirements prescribed in this Article shall at all times
                    comply with the provisions of Code ss. 415 and the
                    regulations thereunder, the terms of which are specifically
                    incorporated herein by reference.



<PAGE>


                      ARTICLE 7 - DISTRIBUTION OF BENEFITS

7.01          Surviving Spouse Benefit

              On and after August 23, 1984, if a married Member:

         (a)      dies in active service prior to his Annuity Starting Date
                  after having met the requirements for an Allowance, or

              (b)   dies after retiring on any Allowance or after terminating
                    service on or after August 23, 1984, with entitlement to a
                    vested Allowance, but in either case before his Annuity
                    Starting Date, or

              (c)   dies after he is credited with at least one Hour of Service
                    with the Company on or after August 23, 1984 but prior to
                    his Annuity Starting Date, there shall be payable to his
                    Surviving Spouse a Qualified Preretirement Survivor Annuity
                    as provided in Section 7.03.

7.02          Qualified Joint and Survivor Annuity

              Provided an optional form of benefit as set forth in Section 7.07
              is not elected pursuant to a Qualified Election within the 90-day
              period ending on the Annuity Starting Date, a married Member's
              Accrued Benefit will be paid in the form of a Qualified Joint and
              Survivor Annuity and an unmarried Member's Accrued Benefit will be
              paid in the form of an annuity for his lifetime.

7.03          Qualified Preretirement Survivor Annuity

              (a)   Provided that a Member and his or her Spouse have been
                    married throughout the one-year period ending on his or her
                    date of death and provided an optional form of benefit as
                    set forth in Section 7.07 has not been elected by a Member
                    eligible to waive the Qualified Preretirement Survivor
                    Annuity within the Election Period pursuant to a Qualified
                    Election, if a Participant dies before the Annuity Starting
                    Date, the Member's Accrued Benefit shall be payable as an
                    annuity for the life of the Surviving Spouse in accordance
                    with this Section 7.03.

              (b)   The Qualified Preretirement Survivor Annuity shall commence
                    on what would have been the Member's Normal Retirement Date
                    or, on the first day of the month following the death of the
                    Member, if later, and shall cease with the last monthly
                    payment prior to the death of the Spouse. However:

                    (i)    if the Member dies in active service after having met
                           the requirements for early retirement, after having
                           completed twenty years of service, or after retiring
                           early but before payments commence, the Spouse may
                           elect to begin receiving payments as of the first day
                           of the month following the Member's date of death;
                           and

                    (ii)   in the case of the death of any other Member, the
                           Spouse may elect to begin receiving payments as of
                           the first day of any month following what would have
                           been the Member's Earliest Retirement Age which is
                           his 55th birthday.

              (c)   Before reduction in accordance with Paragraph (d) below, the
                    Qualified Preretirement Survivor Annuity shall be equal to:

                  (i)      in the case of a Member who dies while in active
                           service after having met the requirements for early
                           retirement, after having completed twenty years of
                           service, or after retiring early but before payments
                           commence, the following per centum of a normal
                           retirement Allowance computed as provided in Section
                           5.01(c) and 5.01(d) on the basis of the deceased
                           Member's Compensation and Credited Service prior to
                           his death, provided that if the Spouse was born more
                           than 60 months after the deceased Member, the
                           Qualified Preretirement Survivor Annuity so
                           determined shall be reduced by 1/6 of 1% for each
                           month in excess of 60 by which her date of birth
                           followed the deceased Member's date of birth.

         Age Member
       Would Have Been
       At Commencement                       Per Centum

          40 to 45                               40%
             46                                  41%
             47                                  42%
             48                                  43%
             49                                  44%
             50                                  45%
             51                                  46%
             52                                  47%
             53                                  48%
             54                                  49%
         55 or over                              50%

                    (ii)   in the case of any other Member, 50% of the amount of
                           vested Allowance to which the Member would have been
                           entitled at his Normal Retirement Date, reduced as
                           follows:

                           -        reduction for a 50% joint and survivor
                                    annuity option (based on the Member's age
                                    and his Spouse's age had the Member survived
                                    to the date benefits commence), and

                           -        reduction to reflect early commencement, if
                                    applicable, of payments in accordance with
                                    Section 5.03(c).

                    (iii)  If within the 90 day period prior to his Annuity
                           Starting Date a Member has elected Option (ii) under
                           Section 7.07 naming his spouse as contingent
                           annuitant, the amount payable to his spouse under
                           this Section 7.03 as a Qualified Preretirement
                           Survivor Annuity shall be the amount that would have
                           been payable to his spouse under Option (ii) if such
                           amount is greater than the amount of the Qualified
                           Preretirement Survivor Annuity otherwise payable
                           under subparagraphs (c)(i) or (c)(ii) above, as
                           applicable.

              (d)   The Allowance subsequently payable to a Member whose Spouse
                    would have been entitled to a Qualified Preretirement
                    Survivor Annuity under this Section had the Member's death
                    occurred, or the Qualified Preretirement Survivor Annuity
                    payable to his Spouse after his death, whichever is
                    applicable, shall be reduced by the applicable percentage
                    shown in the following table for the period, or periods,
                    that the provisions of this Section 7.03 are in effect with
                    respect to the Member. No such reduction shall be made with
                    respect to:

                    (i)    coverage during active employment, or

                  (ii)     any period before the commencement of the election
                           period specified in Paragraph (e) below.

                     Annual Reduction for Spouse's coverage
                      after Retirement or Other Termination
                                   of Service
      Age                      Reduction

    Under 35                       0%
     35 -39                    2/10 of 1%
     40 -49                    3/10 of 1%
     50 -54                    4/10 of 1%
     55 -59                    5/10 of 1%
  60 and over                      1%

              (e)   The Company shall furnish to each married Member within the
                    one year period commencing on the date he terminates service
                    a written explanation in non-technical language which
                    describes (1) the terms and conditions of the Qualified
                    Preretirement Survivor Annuity, (2) the Member's right to
                    make, and the effect of, an election to waive the Qualified
                    Preretirement Survivor Annuity, (3) the rights of the
                    Member's Spouse and (4) the right to make, and the effect
                    of, a revocation of such election.

7.04          Definitions

              For purposes of this, Article 7, the following definitions shall
apply:

              (a)   The term "Election Period" shall mean the period which
                    begins on the first day of the Plan Year in which a Member
                    attains age 35 and ends on the date of the Member's death.
                    If a Member separates from service prior to the first day of
                    the Plan Year in which age 35 is attained, with respect to
                    the Accrued Benefit as of the date of separation, the
                    Election Period shall begin on the date of separation.

              (b)   The term "Earliest Retirement Age" shall mean the earliest
                    date on which, under the Plan, the Member could elect to
                    receive retirement benefits.

                  (c)      The term "Qualified Election" shall mean waiver of a
                           Qualified Joint and Survivor Annuity or a Qualified
                           Preretirement Survivor Annuity. Any waiver of a
                           Qualified Joint and Survivor Annuity or a Qualified
                           Preretirement Survivor Annuity shall not be effective
                           unless: (a) the Member's Spouse consents in writing
                           to the election; (b) the election designates a
                           contingent annuitant, which may not be changed
                           without spousal consent (or the Spouse expressly
                           permits designations by the Participant without any
                           further spousal consent); (c) the Spouse's consent
                           acknowledges the effect of the election; and (d) the
                           Spouse's consent is witnessed by a Plan
                           representative designated by the Retirement Committee
                           or notary public. Additionally, a Member's waiver of
                           the Qualified Joint and Survivor Annuity shall not be
                           effective unless the election designates a form of
                           benefit payment which may not be changed without
                           spousal consent (or the Spouse expressly permits
                           designations by the Member without any further
                           spousal consent). If it is established to the
                           satisfaction of a the Retirement Committee that there
                           is no Spouse or that the Spouse cannot be located, a
                           waiver without spousal consent will be deemed a
                           Qualified Election.

              Any consent by a Spouse obtained under this provision (or
              establishment that the consent of a Spouse may not be obtained)
              shall be effective only with respect to such Spouse. A consent
              that permits designations by the Member without any requirement of
              further consent by such Spouse must acknowledge that the Spouse
              has the right to limit consent to a specific Beneficiary, and a
              specific form of benefit where applicable, and that the Spouse
              voluntarily elects to relinquish both of such rights. A revocation
              of a prior waiver may be made by a Member without the consent of
              the Spouse at any time before the commencement of benefits. The
              number of revocations shall not be limited. No consent obtained
              under this provision shall be valid unless the Member has received
              notice as provided in Section 7.05 below.

7.05          Notice Requirements

         (a)      In the case of a Qualified Joint and Survivor Annuity or a
                  single life annuity, the Retirement Committee shall provide,
                  no less than 30 days and no more than 90 days prior to the
                  Annuity Starting Date, each Member with a written explanation
                  of: (1) the terms and conditions of a Qualified Joint and
                  Survivor Annuity or single life annuity; (2) the Member's
                  right to make and the effect of an election to waive the
                  Qualified Joint and Survivor Annuity or single life annuity
                  form of benefit; (3) the rights of a Member's Spouse; and (4)
                  the right to make, and the effect of, a revocation of a
                  previous election to waive the Qualified Joint and Survivor
                  Annuity or single life annuity.

              (b)   In the case of a Qualified Preretirement Survivor Annuity,
                    the Retirement Committee shall provide each Member within
                    the applicable period for such Member a written explanation
                    of the Qualified Preretirement Survivor Annuity in such
                    terms and in such manner as would be comparable to the
                    explanation provided for meeting the requirements of
                    Paragraph (a) above applicable to a Qualified Joint and
                    Survivor Annuity or a single life annuity.

              The applicable period for a Member is whichever of the following
              periods ends last: (1) the period beginning with the first day of
              the Plan Year in which the Member attains age 32 and ending with
              the close of the Plan Year preceding the Plan Year in which the
              Member attains age 35; (2) a reasonable period ending after the
              individual becomes a Member; (3) a reasonable period ending after
              the Member's Qualified Preretirement Survivor Annuity ceases to be
              fully subsidized; (4) a reasonable period ending after this
              Article first applies to the Member. Notwithstanding the
              foregoing, notice must be provided within a reasonable period
              ending after separation from service in the case of a Member who
              separates from service before attaining age 35.

              For purposes of applying the preceding paragraph, a reasonable
              period ending after the enumerated events described in (2), (3)
              and (4) is the end of the two-year period beginning one year prior
              to the date the applicable event occurs, and ending one year after
              that date. In the case of a Member who separates from service
              before the Plan Year in which age 35 is attained, notice shall be
              provided within the two-year period beginning one year prior to
              separation and ending one year after separation. If such a Member
              thereafter returns to employment with the employer, the applicable
              period for such Member shall be redetermined.

7.06          Transitional Rules

              Any living Member not receiving benefits on August 23, 1984, who
              would otherwise not receive the benefits prescribed by the
              previous Sections of this Article must be given the opportunity to
              elect to have the prior Sections of this Article apply if such
              Member is credited with at least one Hour of Service under this
              Plan or a predecessor plan in a Plan Year beginning on or after
              January 1, 1976, and such Member is entitled to a vested
              Allowance.

7.07          Alternative Forms of Distribution

              (a)   Any Member may, subject to the election procedures
                    applicable to Qualified Joint and Survivor Annuities and
                    Qualified Preretirement Survivor Annuities, elect to convert
                    his retirement Allowance into an optional benefit of
                    Equivalent Actuarial Value determined as of the Annuity
                    Starting Date, in accordance with one of the options named
                    below:

                    Option (i)      a  retirement  Allowance  payable  for the
                                    Member's  life,  with no  Allowance
                                    payable after his death; or

                    Option (ii)     a modified retirement Allowance payable
                                    during the Member's life with the provision
                                    that after his death either a 50%, 75% or a
                                    100% joint and survivor annuity shall be
                                    paid during the life of, and to, the
                                    contingent annuitant nominated by him.

                  (b)      The election of an optional form of benefit shall
                           become effective as follows:

                    (i)    If the Member retired on his Normal Retirement Date,
                           or if he retires on an early retirement Allowance or
                           a vested retirement Allowance deferred to commence on
                           his Normal Retirement Date, the election shall become
                           effective on his Normal Retirement Date.

                    (ii)   If the Member retires on an early retirement
                           allowance commencing prior to his Normal Retirement
                           Date, the election shall become effective on the due
                           date of the first monthly installment.

                  (iii)    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, 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.

7.08          Cash-Out of Annuity Benefits

         (a)      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
                  or equal to $3,500 (and if the present value of such Member's
                  Allowance never exceeded $3,500) for distributions before
                  January 1, 1998, or if the present value of a Member's
                  Allowance upon termination of employment is less than or equal
                  to $5,000 (and if the present value of such Member's Allowance
                  never exceeded $5,000) for distributions on or after January
                  1, 1998. 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.

         (b)      This Section 7.08(b) shall apply to all distributions from the
                  Plan and from annuity contracts purchased to provide benefits
                  other than distributions described in Section 1.417-1T(e)(3)
                  of the income tax regulations issued under the Retirement
                  Equity Act of 1984. For purposes of determining whether the
                  present value of (A) a Member's vested accrued benefit; (B) a
                  qualified joint and survivor annuity, within the meaning of
                  Section 417(b) of the Code; or (C) a qualified preretirement
                  survivor annuity within the meaning of Section 417(c)(1) of
                  the Code exceeds $3,500 for distributions before January 1,
                  1998, or $5,000 for distributions on or after January 1, 1998,
                  the present value of such benefits or annuities shall be
                  calculated by using an interest rate no greater than the
                  Applicable Interest Rate and in no event shall the present
                  value of any such benefit or annuity determined under this
                  Section 7.08(b) be less than the present value of such
                  benefits or annuities determined using the Applicable Interest
                  Rate. "Applicable Interest Rate" for this purpose shall be
                  calculated by using the annual rate of interest on 30-year
                  Treasury securities for the month of November in the Plan Year
                  which precedes the Plan Year in which such present value is
                  determined and by using the prevailing commissioners' standard
                  table used to determine reserves for group annuity contracts
                  as in effect on the date as of which the present value is
                  being determined. In no event shall the amount of any benefit
                  or annuity determined under this Section 7.08(b) exceed the
                  maximum benefit permitted under Section 415 of the Code.

7.09          Commencement of Benefits

              (a)   Required Distributions

                    Once a written claim for benefits is filed with the
                    Retirement Committee and unless the Member elects to have
                    payment begin at a later date, payment of benefits to the
                    Member shall begin not later than sixty (60) days after the
                    last day of the Plan Year in which the latest of the
                    following events occur:

                  (i)      the Member's Normal Retirement Date;

                  (ii)     the tenth (10th) anniversary of the date the Employee
                           became a Member; or

                  (iii)    the Member's separation from service.

              (b)   Required Minimum Distributions

                  (i)      The payment of benefits to any Member shall begin no
                           later than April 1 of the calendar year following the
                           calendar year in which the Member attains age 70-1/2
                           or if later, the calendar year in which the Member
                           retires.

                  (ii)     Notwithstanding paragraph (i) above, with respect to
                           any member who is a five-percent owner as defined in
                           Section 15.02(g)(iii) with regard to the Plan Year
                           ending in which the member attains age 701/2or any
                           member who commenced receipt of his benefits in
                           accordance with the Required Minimum Distributions
                           provisions as they existed prior to January 1, 1997,
                           the payment of his benefits shall commence no later
                           than April 1 of the Plan Year following the Plan Year
                           in which the Member attains age 701/2. With respect
                           to a Member who commences receipt of his allowance
                           while in active service, the amount of his Allowance
                           shall be recomputed as of such April 1 and as of the
                           close of each Plan Year after his Allowance commences
                           and preceding his actual retirement date as if each
                           such date were the Member's late retirement date. Any
                           additional Allowance he accrues at the close of any
                           such Plan Year shall be offset (but not below zero)
                           by the value of the benefit payments received in such
                           Plan Year. The receipt by a Member of any payments or
                           distributions as a result of his attaining age 70-1/2
                           prior to his actual retirement or death shall in no
                           way affect the entitlement of an otherwise eligible
                           Member to additional accrued benefits.

                  (iii)    With respect to a Member who retires after attaining
                           age 70-1/2 and who has not previously commenced
                           receipt of his Allowance while on active service, he
                           shall receive his Allowance based on his actual
                           retirement date, but which his Allowance shall not be
                           less than the Equivalent Actuarial Value of his
                           Allowance as of the first of the month following
                           attainment of age 70-1/2.

              (c)   Distribution Upon Death of Member

                    (i)    Death After Commencement of Benefits

                           If the Member dies before his entire non-forfeitable
                           interest has been distributed to him, the remaining
                           portion of such interest shall be distributed at
                           least as rapidly as under the method of distribution
                           selected by the Member as of the date of his death.

                    (ii)   Death Prior to Commencement of Benefits

                           If the Member dies before the distribution of his
                           nonforfeitable interest has begun, the entire
                           interest shall be distributed within five years after
                           the death of such Member.

              (e)   Determining Required Minimum Distributions

                    Notwithstanding anything in this Plan to the contrary, all
                    distributions under this Plan shall be made in accordance
                    with Section 401(a) (9) of the Code and the regulations
                    thereunder and the minimum amount which must be distributed
                    each calendar year shall be determined in accordance with
                    the provisions of Code Section 401(a) (9) and applicable
                    Treasury Regulations.

7.10          TEFRA 242(b)(2) Transitional Rules

              Any distribution made pursuant to a TEFRA transitional rule
              distribution election shall meet the requirements of Code ss.
              401(a)(9) as in effect on December 31, 1983, and shall also
              satisfy Code ss.ss. 401(a)(11) and 417.

7.11          Requirement for Direct Rollovers

              This Section applies to distributions made on or after January 1,
              1993. Notwithstanding any provision of the Plan to the contrary
              that would otherwise limit a Distributee's election under this
              Article 7, a Distributee may elect, at the time and in the manner
              prescribed by the Retirement Committee, to have any portion of an
              Eligible Rollover Distribution paid directly to an Eligible
              Retirement Plan specified by the Distributee in a Direct Rollover.

              (a)   Definitions

                    (i)    Eligible Rollover Distribution

                           An Eligible Rollover Distribution is any distribution
                           of all or any portion of the balance to the credit of
                           the Distributee, except that an Eligible Rollover
                           Distribution does not include:

                           (A)      any distribution that is one of a series of
                                    substantially equal periodic payments (not
                                    less frequently than annually) made for the
                                    life (or life expectancy) of the Distributee
                                    or the joint lives (or joint life
                                    expectancies) of the Distributee and the
                                    Distributee's designated beneficiary, or for
                                    a specified period of 10 years or more;

                           (B)      any distribution to the extent such
                                    distribution is required under Code ss.
                                    401(a)(9); and

                           (C)      the portion of any distribution that is not
                                    includible in gross income (determined
                                    without regard to the exclusion for net
                                    unrealized appreciation with respect to
                                    employer securities).

                    (ii)   Eligible Retirement Plan

                           An Eligible Retirement Plan is an individual
                           retirement account described in ss. Code 408(a), an
                           individual retirement annuity described in Code ss.
                           408(b), an annuity plan described in Code ss. 403(a),
                           or a qualified trust described in Code ss. 401(a)
                           that accepts the Distributee's Eligible Rollover
                           Distribution. However, in the case of an Eligible
                           Rollover Distribution to a surviving Spouse, an
                           Eligible Retirement Plan is an individual retirement
                           account or individual retirement annuity.

                    (iii)  Distributee

                           A Distributee includes a Member or former Member. In
                           addition, the Member's or former Member's Surviving
                           Spouse and the Member's or former Member's Spouse or
                           former Spouse who is an alternate payee under a
                           qualified domestic relations order, as defined in
                           Code ss. 414(p), are Distributees with regard to the
                           interest of the Spouse or former Spouse.

                    (iv)   Direct Rollover

                           A Direct Rollover is a payment by the Plan to the
                           Eligible Retirement Plan specified by the
                           Distributee.


<PAGE>


                            ARTICLE 8 - CONTRIBUTIONS

8.01          It is the intention, of the Company to continue the Plan and make
              such contributions to the Trustee each year in such amounts as are
              necessary to maintain the Plan on a sound actuarial basis and to
              meet minimum funding standards as prescribed by any applicable
              law. However, subject to the provisions of Article 9, the Company
              may discontinue its contributions for any reason at any time. Any
              forfeitures shall be used to reduce the Company contributions
              otherwise payable, and will not be applied to increase the
              benefits any Member would otherwise receive under the Plan.


<PAGE>


                     ARTICLE 9 - ADMINISTRATION OF THE PLAN

9.01          The general administration of the Plan and the responsibility for
              carrying out the provisions of the Plan shall be placed in a
              Retirement Committee of not less than three persons appointed from
              time to time by the Board of Directors to serve at the pleasure of
              the Board of Directors. Any Member of the Retirement Committee may
              resign by delivering his written resignation to the Board of
              Directors and the Secretary of the Retirement Committee.

9.02          The Members of the Retirement Committee shall elect a Chairman
              from their number and a Secretary who may be but need not be one
              of the Members of the Retirement Committee; may appoint from their
              number such committees with such powers as they shall determine;
              may authorize one or more of their number or any agent to execute
              or deliver any instrument or make any payment on their behalf; may
              retain counsel, employ agents and provide for such clerical,
              accounting and actuarial services as they may require in carrying
              out the provisions of the Plan; and may allocate among themselves
              or delegate to other persons all or such portion of their duties
              hereunder, other than those granted to the Trustee under the Trust
              instrument adopted for use in implementing the Plan, as they, in
              their sole discretion shall decide.

9.03     The Retirement Committee, in addition to the functions and duties
         provided for elsewhere in the Plan, shall have exclusive discretionary
         authority for the following:

         (a)      Construing and interpreting the Plan;

         (b)      Determining all questions affecting the eligibility of any
                  Member, retired Member, Spouse or beneficiary;

         (c)      Determining all questions affecting the amount of the
                  Allowance payable hereunder;

         (d)      Ascertaining the persons to whom benefits shall be payable
                  under the provisions hereof;

         (e)      To the extent provided in the Plan, authorizing and directing
                  disbursements of benefits from the Plan

         (f)      Making final and binding determinations connection with any
                  questions of fact which may arise regarding the operation of
                  the Plan;

         (g)      Making such rules and regulations with reference to the
                  operation of the Plan as it may deem necessary or advisable,
                  provided that such rules and regulations shall not be
                  inconsistent with the express terms of the Plan or ERISA;

         (h)      Prescribing such procedures and adopting such forms as it
                  determines necessary under the terms of the Plan;

                  (i)      Reviewing such denials of claims for benefits as may
                           arise under Section 9.04 below and making decisions
                           on such review. (claims procedure)

                    Any decision, determination, construction, interpretation,
                    ascertainment, authorization, direction, rule, regulation,
                    prescription or review that the Retirement Committee may
                    make or give in carrying out its duties or functions under
                    this Section 9.03 shall be binding and conclusive.

9.04          Consistent with the requirements of ERISA and the regulations
              thereunder of the Secretary of Labor as from time to time in
              effect, the Retirement Committee shall: (a) provide adequate
              notice in writing to any Member or contingent annuitant (each
              being hereinafter in this paragraph referred to as "Member") whose
              claim for benefits under the Plan has been denied setting forth
              specific reasons for such denial, written in a manner calculated
              to be understood by such Member; and (b) afford a reasonable
              opportunity to any Member whose claim for benefits has been denied
              for a full and fair review of the decision denying the claim.

9.05     The Retirement Committee shall hold meetings upon such notice, at such
         place or places, and at such time or times as it may from time to time
         determine.

9.06          Any act which the Plan authorizes or requires the Retirement
              Committee to do may be done by a majority of its Members. The
              action of such majority expressed from time to time by a vote at a
              meeting or in writing without a meeting shall constitute the
              action of the Retirement Committee and shall have the same effect
              for all purposes as if assented to by all Members of the
              Retirement Committee at the time in office.

9.07     No Member of the Retirement Committee shall receive Compensation for
         his services as such.

9.08     Subject to the limitations of the Plan, the Retirement Committee from
         time to time shall establish rules for the administration of the Plan
         and the transaction of its business. The determination of the
         Retirement Committee as to any disputed question shall be conclusive.

9.09          As an aid to the Retirement Committee fixing the rates of Company
              contributions payable to the Plan, the actuary designated by the
              Retirement Committee shall make annual actuarial valuations and
              shall submit to the Retirement Committee such amounts of
              contribution as he recommends for use. The Retirement Committee
              shall maintain accounts showing the fiscal transactions of the
              Plan, and shall keep in convenient form such data as may be
              necessary for actuarial valuations of the Plan. The Retirement
              Committee shall submit a report each year to the Board of
              Directors, giving a brief account of the operation of the Plan
              during the past year.

9.10     The Members of the Retirement Committee shall use that degree of care,
         skill, prudence and diligence that a prudent man acting in a like
         capacity and familiar with such matters would use in his conduct of a
         similar situation.


<PAGE>


                        ARTICLE 10 - MANAGEMENT OF FUNDS

              All the funds of the Plan except those held by an insurance
company shall be held by Trustee or Trustees appointed from time to time by the
Board of Directors, in trust under a trust instrument adopted, or as amended, by
the Board of Directors for use in providing the benefits of the Plan and paying
its expenses not paid directly by the Company; provided that, except as
otherwise herein provided, no part of the corpus or income of the Trust shall be
used for, or diverted to, purposes other than for the exclusive benefit of
Members and contingent annuitants under the Plan, prior to the satisfaction of
all liabilities with respect to them; and provided that no person shall have any
interest in or right to any part of the earnings of the Trust, or any rights in,
or to, or under the Trust or any part of the assets thereof, except as and to
the extent expressly provided in the Plan and in the trust instrument, and the
Company shall have no liability for the payment of benefits under the Plan nor
for the administration of the funds paid over to the Trustee or Trustees.

              The Company's contributions to the Plan are conditioned upon their
deductibility under Code ss. 404. If all or part of the Company's deductions for
contributions to the Plan are disallowed by the Internal Revenue Service, the
portion of the contributions to which that disallowance applies shall be
returned to the Company without interest, but reduced by any investment loss
attributable to those contributions. The return shall be made within one year
after the date of the disallowance of deduction. The Company may recover without
interest the amount of its contributions to the Plan made on account of a
mistake in fact, reduced by any investment loss attributable to those
contributions, if recovery is made within one year after the date of those
contributions. Furthermore, if permitted under federal common law, the Company
may recover any other contributions to the Plan or payments to any other entity
to the extent such contributions or payments unjustly enrich or otherwise
gratuitously benefit such entity(s).


<PAGE>


                   ARTICLE 11 - CERTAIN RIGHTS AND LIMITATIONS

              The following provisions shall apply in all cases whenever a
Member or other person is affected thereby.

11.01         The Board of Directors may terminate the Plan for any reason at
              any time. In case of complete or partial termination of the Plan,
              the rights of affected Members to the benefits accrued under the
              Plan to the date of such termination, to the extent then funded,
              shall be non-forfeitable. The funds of the Plan shall be used for
              the exclusive benefit of Members, Spouses, former Members, retired
              Members, and contingent annuitants under the Plan as of the date
              of such termination except that any residual assets which are not
              required to satisfy all liabilities of the Plan for benefits
              because of erroneous actuarial computation as defined in Treasury
              Regulation S 1.401-2 shall be returned to the Company. Upon
              termination, the Retirement Committee shall determine and pay
              benefits to each Member, Spouse, and contingent annuitant in
              accordance with the provisions of Title IV of ERISA.

11.02         The establishment of the Plan shall not be construed as conferring
              any legal rights upon any Employee or other person for a
              continuation of employment, nor shall it interfere with the rights
              of the Company to discharge any Employee and to treat him without
              regard to the effect which such treatment might have upon him as a
              Member of the Plan.

11.03               (a) The annual payments to a Member described in
                    subparagraph (b) below shall not exceed an amount equal to
                    the payments that would be made to or on behalf of such
                    Member under a single life annuity that is the Actuarial
                    Equivalent of the sum of the Member's Accrued Benefit and
                    the Member's other benefits under this Plan (other than a
                    Social Security supplement) and any Social Security
                    supplement that the restricted employee is entitled to
                    receive. The restrictions in this subparagraph (a) do not
                    apply, however, if --

                    (i)    after payment to a Member described subparagraph (b)
                           of all benefits pay; to such Member under this Plan,
                           the value of this Plan's assets equals or exceeds
                           110% of the value of current liabilities, as defined
                           in Code Section 412(a)(7), or

                    (ii)   the value of the benefits payable to such Member
                           under this Plan for a Member described in
                           subparagraph (b) below is less than 1% of the value
                           of current liabilities before distribution.

              (b)   The Members whose benefits are restricted on distribution
                    include all highly compensated employees and highly
                    compensated former employees (as such terms are defined in
                    Treasury Regulation Section 1.401 (a) (4)-12); provided,
                    however, that Members whose benefits are subject to
                    restriction under this Section 11.03 shall be limited to
                    only those Members who in the current or in any previous
                    Plan Year were one of the 25 non-excludable Members of the
                    Company with the greatest compensation from the Company.

11.04         In the event that the Retirement Committee shall find that a
              Member or other person entitled to a benefit is unable to care for
              his affairs because of illness or accident or is a minor or has
              died, the Retirement Committee may direct that any benefit payment
              due him, unless a claim shall have been made therefor by a duly
              appointed legal representative, be paid to his Spouse, a child, a
              parent or other blood relative, or to a person with whom he
              resides, and any such payment so made shall be a complete
              discharge of the liabilities of the Plan therefor.

11.05         The Retirement Committee shall, upon direction of the Board of
              Directors uniformly applicable to all Employees similarly
              situated, deduct from the part of any retirement Allowance under
              the Plan, all or part of any amount paid or payable to or on
              account of any Member under the provisions of any present or
              future law, pension or benefit scheme of any sovereign government,
              or any political subdivision thereof, on account of which
              contributions have been made or premiums or taxes paid by the
              Company with respect thereto; provided that benefits payable under
              Title II of the Social Security Act are not to be used to reduce
              the benefits otherwise provided under this Plan except as
              specifically provided in Section 5.01(d) (ii).

11.06         If any company hereafter becomes a subsidiary Affiliated Company
              of the Company, the Board of Directors may include the employees
              of such subsidiary or Affiliated Company in the membership of the
              Plan upon appropriate action by such company necessary to adopt
              the Plan. In such event, or if any persons become Employees of the
              Company as the result of merger or consolidation or as the result
              of acquisition by the Company of all or part of the assets or
              business of another company, the Board of Directors shall
              determine to what extent, if any, credit and benefits shall be
              granted for previous service with such subsidiary, affiliated or
              other company, but subject to the continued qualification of the
              trust for the Plan as a tax exempt trust under the Code. Any such
              subsidiary or Affiliated Company may terminate its participation
              in the Plan upon appropriate action by it, in which event the
              funds of the Plan held on account of Members of such company shall
              be determined by the Retirement Committee on the basis of
              actuarial valuation, and shall be applied as provided in Section
              11.01 in the manner there provided if the Plan should be
              terminated, or shall be segregated by the Trustee as a separate
              trust, pursuant to certification to the Trustee by the Retirement
              Committee, continuing the Plan as a separate Plan for the
              Employees of such company under which the board of directors of
              such company shall succeed to all the powers and duties of the
              Board of Directors including the appointment of the Members of the
              Retirement Committee.

11.07         The Plan may not be merged or consolidated with, nor may its
              assets or liabilities be transferred to, any other plan unless
              each Member, Spouse, former Member, retired Member, or contingent
              annuitant under the Plan would, if the resulting plan were then
              terminated, receive a benefit immediately after the merger,
              consolidation, or transfer which is equal to or greater than the
              benefit he would have been entitled to receive immediately before
              the merger, consolidation, or transfer if the Plan had then
              terminated.



<PAGE>


                     ARTICLE 12 - NON-ALIENATION OF BENEFITS

              Except as required or permitted by Code ss. 401(a)(13) or by any
other applicable law, no benefit under the Plan shall in any manner be
anticipated, assigned or alienated, and any attempt to do so shall be void.
However, payment shall be made in accordance with the provisions of any
judgment, decree, or order which:

         (a)      creates for, or assigns to, a Spouse, former Spouse, child or
                  other dependent of a Member the right to receive all or a
                  portion of the Member's benefits under the Plan for the
                  purpose of providing child support, alimony payments or
                  marital property rights to that Spouse, child or dependent,

         (b)      is made pursuant to a State domestic relations law,

         (c)      does not require the Plan to provide any type of benefit, or
                  any option, not otherwise provided under the Plan, and

         (d)      otherwise meets the requirements of Code ss. 414(p).



<PAGE>


                             ARTICLE 13 - AMENDMENTS

              The Board of Directors reserves the right at any time and from
time to time, and retroactively if deemed necessary or appropriate to conform
with governmental regulations or other policies, to modify or amend in whole or
in part any or all of the provisions of the Plan; provided that no such
modification or amendment shall make it possible for any part of the funds of
the Plan to be used for, or diverted to, purposes other than for the exclusive
benefit of Members or contingent annuitants under the Plan, prior to the
satisfaction of all liabilities with respect to them; that no modification or
amendment may be made in Section 11.01 without the consent of every
participating Company; and that no modification or amendment shall be made which
has the effect of decreasing the accrued benefit of any Member or of reducing
the non-forfeitable percentage of the accrued benefit of a Member below that
non-forfeitable percentage thereof computed under the Plan as in effect on the
later of the date on which the amendment is adopted or becomes effective
pursuant to Code ss. 411(d) (6). Any modification or amendment of the provisions
of the Plan shall be voted on by a quorum of the Board of Directors necessary to
transact business and such modifications or amendments shall be set forth in
resolutions duly adopted by the Board of Directors.


<PAGE>


                            ARTICLE 14 - CONSTRUCTION

14.01    The Plan shall be construed, regulated and administered under the laws
         of the State of Georgia.

14.02    The masculine pronoun shall mean the feminine pronoun, and feminine the
         masculine, wherever appropriate.



<PAGE>


                        ARTICLE 15 - TOP-HEAVY PROVISIONS

15.01         Top-Heavy Plan Requirements

              For any Plan Year the Plan shall be determined to be a Top-Heavy
              Plan, the Plan shall provide the following:

              (a)   the minimum benefit requirement of Section 15.03; and

              (b)   the vesting requirement of Section 15.04.

15.02         Determination of Top-Heavy Status

         (a)      For any Plan Year commencing after December 31, 1983, the Plan
                  shall be determined to be a "Top-Heavy Plan," if, as of the
                  Determination Date, (1) the Present Value of Accrued
                  Retirement Income of Key Employees or (2) the sum of the
                  Aggregate Accounts of Key Employees under this Plan and any
                  plan of an Aggregation Group, exceeds sixty percent (60%) of
                  the Present Value of Accrued Retirement Income or the
                  Aggregate Accounts of all Members entitled to participate in
                  this Plan and any Plan of an Aggregation Group. For purposes
                  of determining whether the Plan is top-heavy, proportional
                  subsidies shall be ignored while non-proportional subsidies
                  shall be taken into account.

              (b)   For Plan Years beginning after December 31, 1986, the
                    Accrued Retirement Income of a Non-Key Employee shall be
                    determined under the accrual method under the Plan.

              (c)   For any Plan Year commencing after December 31, 1983, the
                    Plan shall be determined to be a "Super Top-Heavy Plan," if,
                    as of the Determination Date, (1) the Present Value of
                    Accrued Retirement Income of Key Employees or (2) the sum of
                    the Aggregate Accounts of Key Employees under this Plan and
                    any plan in an Aggregation Group, exceeds ninety percent
                    (90%) of the Present Value of Accrued Retirement Income or
                    the Aggregate Accounts of all Members entitled to
                    participate in this Plan and any plan of an Aggregation
                    Group.

                    For purposes of Sections 15.02(a) and 15.02(b), if any
                    Member is a Non-Key Employee for any Plan Year, but such
                    Member was a Key Employee for any prior Plan Year, such
                    Member's Present Value of Accrued Retirement Income and/ or
                    Aggregate Account balance shall not be taken into account
                    for purposes of determining whether this Plan is a Top-Heavy
                    or Super Top-Heavy Plan (or whether any Aggregation Group
                    which includes this Plan is a Top-Heavy Group). In addition,
                    for Plan Years beginning after December 31, 1984, if a
                    Member or former Member has not performed any services for
                    the Company or any Affiliated Company maintaining the Plan
                    at any time during the five (5) year period ending on the
                    Determination Date, the Aggregate Account and/or Present
                    Value of Accrued Retirement Income for such Member or former
                    Member shall not be taken into account for purposes of
                    determining whether this Plan is a Top-Heavy or Super
                    Top-Heavy Plan.

              (d)   An Member's "Aggregate Account" as of the Determination Date
                    shall be determined under applicable provisions of the
                    defined contribution plan used in determining Top-Heavy
                    status.

              (e)   An "Aggregation Group" shall mean either a Required
                    Aggregation Group or a Permissive Aggregation Group as
                    hereinafter determined.

                  (i)      Required Aggregation Group: In determining a Required
                           Aggregation Group hereunder, each plan of the Company
                           in which a Key Employee is a participant, and each
                           other plan of the Company which enables any plan in
                           which a Key Employee participates to meet the
                           requirements of Code 55 401(a) (4) or 410, will be
                           required to be aggregated. Such group shall be known
                           as a Required Aggregation Group.

                           In the case of a Required Aggregation Group, each
                           plan in the group will be considered a Top-Heavy Plan
                           if the Required Aggregation Group is a Top-Heavy
                           Group. No plan in the Required Aggregation Group will
                           be considered a Top-Heavy Plan if the Aggregation
                           Group is not a Top-Heavy Group.

                    (ii)   Permissive Aggregation Group: The Company may also
                           include any other plan not required to be included in
                           the Required Aggregation Group, provided the
                           resulting group, taken as a whole, would continue to
                           satisfy the provisions of Code ss.ss. 401(a)(4) or
                           410. Such group shall be known as a Permissive
                           Aggregation Group.

                           In the case of a Permissive Aggregation Group, only a
                           plan that is part of the Required Aggregation Group
                           will be considered a Top-Heavy Plan if the Permissive
                           Aggregation Group is a Top-Heavy Group. A plan that
                           is not part of the Required Aggregation Group but
                           that has nonetheless been aggregated as part of the
                           Permissive Aggregation Group will not be considered a
                           Top-Heavy Plan even if the Permissive Group is a
                           Top-Heavy Group.

                    (iii)  Only those plans of the Employer in which the
                           Determination Dates fall within the same calendar
                           year shall be aggregated in order to determine
                           whether such plans are Top-Heavy Plans.

              (f)   The "Determination Date" shall mean with respect to any Plan
                    Year, the last day of the preceding Plan Year, or in the
                    case of the first Plan Year, the last day of such Plan Year.

              (g)   A "Key Employee" shall mean any Member or former Member (and
                    his beneficiaries) who, at any time during the Plan Year or
                    any of the four (4) preceding Plan Years, is:

                  (i)      an officer of the Company having an annual
                           compensation from the Company greater than fifty
                           percent (50%) of the amount in effect under Codess.
                           415(b) (1)(A) for any such Plan Year. For purposes of
                           this Section 15.02(g) (i), only those employers which
                           incorporated shall be considered as having officers,
                           and no more than fifty (50) Members (or, if lesser,
                           the greater of three (3) or ten percent (10%) of the
                           Members) shall be treated as officers. Annual
                           compensation means compensation as defined in Codess.
                           415(c)(3), but including amounts contributed by the
                           Company pursuant to a salary reduction agreement
                           which are excludable from the Member's gross income
                           under Codess. 125, Codess. 402(a)(8), Codess. 402(h),
                           or Codess. 403(b).

                    (ii)   one of the ten (10) Members (A) having annual
                           compensation from the Company greater than the
                           limitation in effect under Code ss.ss. 415(c)(1)(A)
                           and (B) owning (or considered as owning within the
                           meaning of Code ss. 318) the largest interests in the
                           Company. For purposes of this Section 15.06(g)(ii),
                           if two (2) Members have the same interest in the
                           Company, the Member having the greater annual
                           compensation from the Company shall be treated as
                           having a larger interest.

                    (iii)  a "five percent owner" of the Company. The term "five
                           percent owner" shall mean any person who owns (or is
                           considered as owning within the meaning of Code ss.
                           318) more than five percent (5%) of the outstanding
                           stock of the Company or stock possessing more than
                           five percent (5%) of the total combined voting power
                           of all stock of the Company. In determining
                           percentage ownership hereunder, employers that would
                           otherwise be aggregated under Code ss.ss. 414(b),
                           (c), and (m) shall be treated as separate employers.

                  (iv)     a "one percent owner" of the Company having an annual
                           compensation from the Company of more than $150,000.
                           The term "one percent owner" shall mean any person
                           who owns (or is considered as owning within the
                           meaning of Codess.318) more than one percent (1%) of
                           the outstanding stock of the Company or stock
                           possessing more than one percent (1%) of the total
                           combined voting power of all stock of Company. In
                           determining percentage ownership hereunder, employers
                           that would otherwise be aggregated under Codess.ss.
                           414(b), (c), and (m) shall be treated as separate
                           employers. However, in determining whether an
                           individual has compensation of more than $150,000,
                           compensation from each employer required to be
                           aggregated under Codess.ss. 414(b), (c) and (m) shall
                           be taken into account.

              (h)   A "Non-Key Employee" shall mean any Employee who is not a
                    Key Employee as defined in Section 15.02(g).

              (i)   An Employee's "Present Value of Accrued Retirement Income"
                    shall mean as of the Determination Date, the sum of the
                    following:

                    (i)    the Present Value of his Accrued Benefit as of the
                           most recent valuation occurring within a twelve (12)
                           month period ending on the Determination Date.

                  (ii)     any Plan distributions made within the Plan Year that
                           includes the Determination Date or within the four
                           (4) preceding Plan Years. However, in the case of
                           distributions made after the valuation date and prior
                           to the Determination Date, such distributions are not
                           included as distributions for Top-Heavy purposes to
                           the extent that such distributions are already
                           included in the Member's Present Value of Accrued
                           Retirement Income as of the valuation date.
                           Notwithstanding anything herein to the contrary, all
                           distributions, including distributions made prior to
                           January 1, 1984, and distributions under a terminated
                           plan which if it had not been terminated would have
                           been required to be included in an Aggregation Group,
                           will be counted.

                  (iii)    with respect to unrelated rollovers and plan-to-plan
                           transfers (ones which are both initiated by the
                           Member and made from a plan maintained by one
                           employer to a plan maintained by another employer),
                           if this Plan provides for rollovers or plan-to-plan
                           transfers, it shall always consider such rollover or
                           plan-to-plan transfer as a distribution for purposes
                           of this Section. If this Plan is the plan accepting
                           such rollovers or plan-to-plan transfers, it shall
                           not consider such rollovers or plan-to-plan transfers
                           accepted after December 31, 1983 as part of the
                           Employee's Present Value of Accrued Retirement
                           Income. However, rollovers or plan-to-plan transfers
                           accepted prior to January 1, 1984 shall be considered
                           as part of the Employee's Present Value of Accrued
                           Retirement Income.

                    (iv)   with respect to related rollovers and plan-to-plan
                           transfers (ones either not initiated by the Employee
                           or made to a plan maintained by the same employer),
                           if this Plan provides for rollovers or plan-to-plan
                           transfers, it shall not be counted as a distribution
                           for purposes of this Section. If this Plan is the
                           plan accepting such rollover or plan-to-plan
                           transfer, it shall consider such rollover or
                           plan-to-plan transfer as part of the Employee's
                           Present Value of Accrued Retirement Income,
                           irrespective of the date on which such rollover or
                           plan-to-plan transfer is accepted.

              (j)   A "Top-Heavy Group" shall mean an Aggregation Group in
                    which, as of the Determination Date, the sum of:

                    (i)    the Present Value of Accrued Retirement Income of Key
                           Employees under all defined benefit plans included in
                           that group, and

                    (ii)   the Aggregate Accounts of Key Employees under all
                           defined contribution plans included in the group,
                           exceeds sixty percent (60%) of a similar sum
                           determined for all Employees.

15.03         Minimum Retirement Income for Top-Heavy Plan Years

              Notwithstanding anything herein to the contrary, for any Top-Heavy
              Plan Year, the minimum Accrued Retirement Income derived from
              Company contributions for each Non-Key Employee, including
              benefits accrued in years in which the Plan is not a Top-Heavy
              Plan, shall equal a percentage of such Non-Key Employee's highest
              average compensation not less than the lesser of: (a) two percent
              (2%) multiplied by the Member's number of Credited Service with
              the Company, or (b) twenty per (20%). For purposes of the minimum
              benefit, a Member's Credited Service shall exclude (a) Plan Years
              in which the Plan is not a Top-Heavy Plan, and (b) Credited
              Service completed prior to January 1, 1984. The minimum benefit
              required by this Section 15.03 shall be calculated using the
              Member's total compensation and expressed in the form of a single
              life annuity (with no ancillary benefits) beginning at such
              Member's Normal Retirement Date. A Member's average compensation
              shall be based on the five (5) consecutive years for which the
              Member had the highest compensation.

              Notwithstanding the foregoing, in any Plan Year in which a Non-Key
              Employee participates in both this Plan and a defined contribution
              plan, and both such plans are Top-Heavy Plans, the Company shall
              not be required to provide a Non-Key Employee with both the full
              separate minimum defined benefit and the full separate minimum
              defined contribution plan allocation. Therefore, if a Non-Key
              Employee is participating in a defined contribution plan
              maintained by the Employer and the minimum allocation under Code
              ss. 416(c) (2) is allocated to the Non-Key Employee under such
              defined contribution plan, the minimum Accrued Retirement Income
              provided for above shall not be applicable, and no minimum benefit
              shall accrue on behalf of the Non-Key Employee. Alternatively, the
              Company may satisfy the minimum benefit requirement of Code ss.
              416(c)(1) for the Non-Key Employee by providing any combination of
              benefits and/or contributions that satisfy the safe harbor rules
              of Treasury Regulation ss. 1.416-l(m-12).

15.04         Vesting Requirements for Top-Heavy Plan Years

              Notwithstanding any other provisions of the Plan, for any
              Top-Heavy Plan Year, the vested portion of a Member's Accrued
              Retirement Income shall be determined on the basis of the Member's
              Continuous Service according to the following schedule:

          Years of Service                    Vested Percentage
             less than 2                             0%

                  2                                  20%

                  3                                  40%

                  4                                  60%

                  5                                  80%

              6 or more                             100%


              The minimum Retirement Income for any Top-Heavy Plan Year shall
              not be forfeited during any period for which the payment of the
              Member's Retirement Income is required to be suspended under the
              Plan.

              If in any subsequent Plan Year, the Plan ceases to be a Top-Heavy
              Plan, the Retirement Committee may, in its sole discretion, elect
              to (a) continue to apply this vesting schedule in determining the
              vested percentage of an Employee's Accrued Retirement Income or
              (b) revert to the vesting schedule in effect before the Plan
              became a Top-Heavy Plan. Any such reversion shall be treated as a
              Plan amendment pursuant to the terms of the Plan. No decrease in
              an Employee's non-forfeitable percentage may occur in the event
              the Plan's status as a Top-Heavy Plan changes for any Plan Year.

              Members with three (3) or more years of Continuous Service may
              elect to remain under the above Top-Heavy Plan vesting schedule in
              any year the Plan ceases to be top heavy.

15.05         Adjustments to Maximum Benefits for Top-Heavy Plans

              (a)   In the case of a Member who is a participant in a defined
                    benefit plan and a defined contribution plan maintained by
                    the Company, and such plans as a group are determined to be
                    Top-Heavy for any limitation year beginning after December
                    31, 1983,t "1.0" shall be substituted for "1.25" in each
                    place it appears in the denominators of fractions, as set
                    forth in Article 6 of the Plan, unless the extra minimum
                    benefit is provided pursuant to Section 15.01(b). Super
                    Top-Heavy Plans shall be required at all times to substitute
                    "1.0" for "1.25" in the denominator of each plan fraction.

              (b)   If a Key Employee is a participant in both a defined benefit
                    plan and a defined contribution plan that are both part of a
                    Top-Heavy Group (but neither of such plans is a Super
                    Top-Heavy Plan), the defined benefit and defined
                    contribution fractions set forth in Article 6 shall remain
                    unchanged, provided that in Section 15.03 above, "three
                    percent (3%)" shall be substituted for "two percent (2%)"
                    and "twenty percent (20%)" shall increased by one (1)
                    percentage point (but not than ten (10) percentage points)
                    for each year of Service included in the computations under
                    Section 15.03.

              (c)   For purposes of this Section 15.05, if the sum of the
                    defined benefit plan fraction and the defined contribution
                    fraction shall exceed 1.0 in any Plan Year for any Member in
                    this Plan, the Company shall eliminate any amounts in excess
                    of the limits set forth in Article 6, pursuant to Section
                    6.01(f) of the Plan.



<PAGE>


                      ARTICLE 16 - RETIREE MEDICAL BENEFITS

16.01    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 16.

         (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
                  16.01(c)(3)(A) above shall be transferred from the Health
                  Benefits Account back to the Plan.

                           (C) For purposes of this Section 16.01(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 16.01(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
         16.01(c)(5), the Company may elect at any time during the Plan Year to
         have this Section 16.01(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 16.01(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 16.01(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
                  16.01(c)(6)(D) shall be applied by taking into account the
                  highest Applicable Company Cost required to be provided under
                  Section 16.01(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.

16.02    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.

16.03    Termination of coverage.

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

                  (1)      when Article 16 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 16 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.

16.04    Contributions or Qualified Transfers to fund medical benefits.

         (a)      Any contributions which the Company deems necessary to provide
                  the medical benefits under Article 16 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 16. The Company shall
                  designate that portion of any contribution to the Plan
                  allocable to the funding of medical benefits under this
                  Article 16. In the event that a Pensioned Employee's interest
                  in an account, or his Dependents', maintained pursuant to this
                  Article 16 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 16. In no
                  event at any time prior to the satisfaction of all liabilities
                  under this Article 16 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 16.

                  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 16, the funding
                  medium, and any other applicable considerations. However, the
                  Company is under no obligation to make any contributions under
                  Article 16 after Article 16 is terminated, except to fund
                  claims for medical expenses incurred prior to the date of
                  termination.

                  The medical benefits provided under this Article 16, 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 16 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 16.

16.05    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 16. No person shall become covered under this Article 16
         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 16
         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.

16.06    Amendment of Article 16. The Company reserves the right, through action
         of its Board of Directors, to amend Article 16 (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 16, 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 16.

16.07    Termination of Article 16. 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 16 or
         permanently discontinue contributions at any time in its sole
         discretion. This Article 16, 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 16.

16.08    Reversion of Assets upon Termination. Upon the termination of this
         Article 16 and the satisfaction of all liabilities under this Article
         16, all remaining assets in the separate account described in this
         Article 16 shall be returned to the Company.




<PAGE>



              IN WITNESS WHEREOF, the Board of Directors of Savannah Electric
and Power Company, through its authorized officers has adopted this amendment
and restatement of the Employees' Retirement Plan of Savannah Electric and Power
Company this ____ day of __________________ 199_, to be effective January 1,
1997.


                                    SAVANNAH ELECTRIC AND POWER COMPANY



                                    By:




ATTEST:



By:




[CORPORATE SEAL)