LEASE AGREEMENT _______________

Exhibit B-1
DRAFT
10/09/1995

SAVANNAH ECONOMIC DEVELOPMENT AUTHORITY

and

SAVANNAH ELECTRIC AND POWER COMPANY

_______________

LEASE AGREEMENT
_______________

Dated as of January 1, 1996

Relating to Savannah Economic Development Authority
Industrial Development Revenue Bonds
(Savannah Electric and Power Company Project)

LEASE AGREEMENT

TABLE OF CONTENTS

(This Table of Contents is for convenience of reference
only and is not a part of this Lease Agreement)

PAGE

ARTICLE I

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II

ACQUISITION AND COMPLETION OF THE PROJECT;
ISSUANCE OF THE BONDS
SECTION 2.1. Acquisition and Completion of the Project . 3
SECTION 2.2. Issuance of First Series 1996 Bonds;
Additional Bonds . . . . . . . . . . . . . . . . . 4
SECTION 2.3. Establishment of Completion Date. . . . . . 4
SECTION 2.4. Insufficiency of Construction Fund . . . 5

ARTICLE III

LEASE OF THE PROJECT; PROVISIONS FOR PAYMENT

SECTION 3.1. Lease of the Project . . . . . . . . . . . 5
SECTION 3.2. Lease Payments and Other Amounts Payable . 5
SECTION 3.3. Obligation of the Company Unconditional . . 6
. . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 3.4. Assignment and Pledge of Payments and
Rights Under the Agreement . . . . . . . . . . . . 6
SECTION 3.5. Letter of Credit . . . . . . . . . . . . . 7

ARTICLE IV

SPECIAL COVENANTS

SECTION 4.1. Use of Project . . . . . . . . . . . . . . 7
SECTION 4.2. Indemnity Against Claims . . . . . . . . . 8
SECTION 4.3. The Company to Maintain Its Corporate
Existence; Conditions Under Which Exceptions
Permitted . . . . . . . . . . . . . . . . . . . . . 8
SECTION 4.4. Annual Statement . . . . . . . . . . . . . 8
SECTION 4.5. Further Assurances and Corrective
Instruments . . . . . . . . . . . . . . . . . . . . 9
SECTION 4.6. Maintenance of Project by Company . . . . 9
SECTION 4.7. Redemption or Purchase of Bonds . . . . . . 9
. . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

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ARTICLE V

EVENTS OF DEFAULT AND REMEDIES

SECTION 5.1. Events of Default . . . . . . . . . . . . . 10
SECTION 5.2. Remedies on Default . . . . . . . . . . . . 11
SECTION 5.3. Agreement to Pay Attorneys' Fees and
Expenses . . . . . . . . . . . . . . . . . . . . . 12
SECTION 5.4. No Additional Waiver Implied by One Waiver 12

ARTICLE VI

MISCELLANEOUS

SECTION 6.1. Term of This Agreement . . . . . . . . . . 12
SECTION 6.2. Notices . . . . . . . . . . . . . . . . . . 13
SECTION 6.3. Binding Effect . . . . . . . . . . . . . . 13
SECTION 6.4. Severability . . . . . . . . . . . . . . . 13
SECTION 6.5. Amounts Remaining in the Bond Fund . . . . 13
SECTION 6.6. Amendments . . . . . . . . . . . . . . . . 13
SECTION 6.7. Execution in Counterparts . . . . . . . . . 13
SECTION 6.8. Applicable Law . . . . . . . . . . . . . . 13
SECTION 6.9. Captions . . . . . . . . . . . . . . . . . 13
SECTION 6.10. Other Financing . . . . . . . . . . . . . 14
EXHIBIT A . . . . . . . . . . . . . . . . . . . . . . . 15

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LEASE AGREEMENT dated as of January 1, 1996 between the
SAVANNAH ECONOMIC DEVELOPMENT AUTHORITY, a public body corporate
and politic and an instrumentality of the State of Georgia duly
organized and existing under the Constitution and laws of the
State of Georgia (the "Issuer"), and SAVANNAH ELECTRIC AND POWER
COMPANY, a corporation organized and existing under the laws of
the State of Georgia (the "Company"), evidencing the agreement of
the parties hereto.

In consideration of the respective representations and
agreements hereinafter contained, the parties hereto agree as
follows (provided that in the performance of the agreements of the
Issuer herein contained, any obligation it may thereby incur for
the payment of money shall not be a general debt, liability or
obligation of the Issuer, or of the State of Georgia or any
political subdivision thereof but shall be payable solely out of
the revenues and proceeds derived from this Agreement and the sale
of the Bonds referred to herein):

ARTICLE I

DEFINITIONS

"Additional Bonds", "Available Moneys", "Bank", "Bondholder",
"Bonds", "Bond Fund", "Government Obligations", "Interest Payment
Date", "Interest Period", "Letter of Credit", "Purchase Price",
"Rating Agency", "Substitute Letter of Credit", "Tender Agent" and
"Trustee" have the same meanings given and assigned to such words
in Article I of the Indenture (as hereinafter defined).

"Agreement" means this Lease Agreement and any amendments and
supplements hereto.

"Completion Date" means the date of completion of the
acquisition, construction, installation and equipping of the
Project (hereinafter defined) as such date shall be certified as
provided in Section 2.3 hereof.

"Cost of Construction" with respect to the Project means the
following:

(a) obligations of the Issuer or the Company incurred for
labor and materials (including reimbursements payable to the
Issuer or the Company and payments on contracts in the name
of the Issuer or the Company) in connection with the
acquisition, construction, installation and equipping of the
Project;

(b) the cost of contract bonds and of insurance of all kinds
that may be required or necessary during the course of
construction of the Project;

(c) all costs of engineering services, including the costs
of the Issuer or the Company for test borings, surveys,
estimates, plans and specifications and preliminary
investigation therefor, and for supervising construction, as
well as for the performance of all other duties required by
or consequent upon the proper construction of the Project;

(d) overheads of the Issuer or the Company, to the extent
not included in subparagraph (c) above, allocable to the
Project by the Issuer or the Company in accordance with the
Uniform System of Accounts prescribed for Public Utilities
and Licensees by the Federal Energy Regulatory Commission;

(e) interest to accrue in respect of the Bonds to the
Completion Date, and all expenses incurred in connection with
the issuance of the Bonds, including without limitation
compensation and expenses of the Trustee, legal expenses and
fees, costs of printing and engraving, recording and filing
fees, compensation of the underwriters or placement agents
and rating agency fees;

(f) all other costs and allowances which the Issuer or the
Company may properly pay or accrue for the acquisition,
construction, installation or equipping of the Project or the
lease thereof to the Company; and

(g) any sums required to reimburse the Issuer or the Company
for advances made by either of them for any of the above
items (including interest on any such advances) or for any
other costs incurred or for work done by either of them which
are properly chargeable to the Project.

"Event of Default" means any of the occurrences enumerated
in Section 5.1 of this Agreement.

"First Series 1996 Bonds" means the bonds authorized to be
issued under Section 2.02 of the Indenture.

"Indenture" means the Trust Indenture dated as of January 1,
1996, relating to Industrial Development Revenue Bonds, between
the Issuer and _______________________________________________, as
Trustee, pursuant to which the Bonds are authorized to be issued,
and including any indenture supplemental thereto.

"Plans" means the plans and specifications prepared by or on
behalf of the Company for the Project, as the same may be revised
from time to time by the Company in accordance with the last
paragraph of Section 2.1 hereof.

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"Project" means the coal conveying facilities described in
the Plans and, as designed on the date hereof, described generally
in Exhibit A hereto.

ARTICLE II

ACQUISITION AND COMPLETION OF THE PROJECT;
ISSUANCE OF THE BONDS

SECTION 2.1. Acquisition and Completion of the Project. The
Issuer agrees that:

(a) It will cause the Project to be acquired,
constructed, installed and equipped as herein provided
substantially in accordance with the Plans.

(b) It will make, execute, acknowledge and deliver any
contracts, orders, receipts, writings and instructions with
any other persons, firms or corporations and in general do
all things which may be requisite or proper, all for
acquiring, constructing, installing, equipping and completing
the Project substantially in accordance with the Plans.

(c) It will ask, demand, ▇▇▇ for, ▇▇▇▇, recover and
receive such sums of money, debts or other rights whatsoever
to which it may be entitled under any contract, order,
receipt, guarantee, warranty, writing or instruction in
connection with any of the foregoing, and it will enforce the
provisions of any contract, agreement, obligation, bond or
other security. Any amounts received in connection with the
foregoing, after deduction of reasonable expenses incurred in
such recovery, if received prior to the Completion Date,
shall be paid into the Construction Fund and, if received on
or after the Completion Date, shall be paid into the Bond
Fund.

The Issuer hereby makes, constitutes and appoints the Company
as its true, lawful and exclusive agent for the acquisition,
construction, installation and equipping of the Project, and the
Company hereby accepts such agency, to act and do all things on
behalf of the Issuer, to perform all acts and agreements of the
Issuer hereinbefore provided in this Section 2.1 and to bring any
actions or proceedings against any person which the Issuer might
bring with respect thereto as the Company shall deem proper. The
Issuer hereby ratifies and confirms all actions of, and assumes
and adopts all such contracts entered into by or on behalf of, the
Company with respect to the Project prior to the effective date
hereof. This appointment of the Company to act as agent as
aforesaid and all authority hereby conferred are granted and

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conferred irrevocably and shall not be terminated by any act of
the Issuer or the Company. The Issuer will, upon the request of
the Company, assign to the Company all warranties and guarantees
of all contractors, subcontractors, suppliers, architects and
engineers for the furnishing of labor, materials or equipment or
supervision or design in connection with the Project and any
rights or causes of action arising from or against any of the
foregoing.

The Issuer and the Company agree to use their best efforts to
cause the acquisition, construction, installation and equipping of
the Project to be completed substantially in accordance with the
Plans with reasonable dispatch, delays incident to "force majeure"
(as defined in Section 5.1 hereof) only excepted.

The Issuer and the Company agree that the Company may at any
time or from time to time supplement or amend the Plans (including
additions thereto or omissions therefrom).

SECTION 2.2. Issuance of First Series 1996 Bonds; Additional
Bonds. In order to provide funds for payment of the Cost of
Construction, the Issuer agrees that it will initially issue and
deliver First Series 1996 Bonds to the purchasers thereof at a
price to be approved in advance by the Company and apply and
deposit the proceeds thereof in accordance with the terms of the
Indenture. The Indenture shall be satisfactory in form and
substance to the Company and shall provide the manner in which,
and the purposes for which, proceeds of Bonds may be used and
invested.

The Issuer has authorized and directed the Trustee to
disburse moneys from the Construction Fund in respect of the Cost
of Construction in accordance with Section 6.12 of the Indenture.

If no Event of Default shall have occurred and be continuing,
the Issuer will authorize the sale from time to time, to the
extent permitted by law, of Additional Bonds, in amounts specified
by the Company and upon the terms and conditions provided in the
Indenture, for any purpose permitted by the Indenture. The Issuer
will deposit the proceeds of any such Additional Bonds with the
Trustee in accordance with the terms of the Indenture.

SECTION 2.3. Establishment of Completion Date. The
Completion Date shall be evidenced to the Trustee by a certificate
of the Company: (i) stating that the Project has been completed
substantially in accordance with the Plans, and (ii) stating that,
except for amounts retained by the Trustee at the Company's
direction for any Cost of Construction not then due and payable or
which is in dispute, the entire Cost of Construction has been
paid. Notwithstanding the foregoing, such certificate shall state
that it is given without prejudice to any rights against third

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parties which exist at the date of such certificate or which may
subsequently come into being.

SECTION 2.4. Insufficiency of Construction Fund. The
Issuer does not make any warranty, either express or implied, that
the amounts in the Construction Fund and available for payment of
the Cost of Construction will be sufficient to pay all of the Cost
of Construction. The Company agrees that, if after exhaustion of
the amounts in the Construction Fund, it should pay any portion of
the Cost of Construction, it shall not be entitled to any
diminution of the amounts payable as provided in Section 3.2
hereof.

ARTICLE III

LEASE OF THE PROJECT; PROVISIONS FOR PAYMENT

SECTION 3.1. Lease of the Project. The Issuer, as lessor
hereunder, agrees to and does hereby lease to the Company, as
lessee hereunder, and the Company agrees to and does hereby lease
from the Issuer, subject to the provisions of this Agreement, the
Project, together with all improvements, easements, accretions and
appurtenances thereto belonging or in any wise appertaining.

SECTION 3.2. Lease Payments and Other Amounts Payable. The
Company hereby agrees to pay to the Trustee, as assignee of the
Issuer, in funds which will be immediately available on the day
payment is due, from time to time as the amount owed hereunder in
respect of the lease of the Project, amounts which, and at or
before times which, shall correspond to the payments with respect
to the principal of and premium, if any, and interest on the Bonds
whenever and in whatever manner the same shall become due, whether
at stated maturity, upon redemption or declaration or otherwise,
and the Purchase Price of Bonds required to be purchased under the
Indenture. If, (i) at the date any payment on the Bonds is due,
there are any Available Moneys in the Bond Fund which are not
being held for the payment of Bonds due and payable but which have
not been presented for payment pursuant to Section 6.06 of the
Indenture, or (ii) on any date on which Bonds are required to be
purchased pursuant to Article IV of the Indenture, there are
Available Moneys held for the payment of the Purchase Price which
are not being held for the payment of Bonds which have not been
presented for payment, then, in each case, such moneys shall be
credited against the payment then due hereunder, first in respect
of interest and then, to the extent of remaining moneys, in
respect of principal (it being understood and agreed that the
obligation of the Company to make any payment hereunder shall be
satisfied and discharged to the extent of the corresponding
payment made to the Trustee by the Bank under any Letter of
Credit).

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The Company will also pay: (i) the fees, charges and
reasonable expenses of the Trustee, the Tender Agent and any
paying agents under the Indenture, such fees, charges and
reasonable expenses to be paid directly to the Trustee, the Tender
Agent or paying agents for their respective accounts as and when
such fees, charges and reasonable expenses become due and payable,
(ii) any expenses and costs incurred or to be incurred by virtue
of the issuance of Additional Bonds and (iii) any expenses in
connection with any redemption of the Bonds.

SECTION 3.3. Obligation of the Company Unconditional. The
obligation of the Company to make payments as provided in this
Agreement and to perform and observe the other agreements on its
part contained herein shall be absolute and unconditional
notwithstanding any change in the laws of the United States of
America or of the State of Georgia or any political subdivision of
either thereof or any failure of the Issuer to perform and observe
any agreement, whether express or implied, or any duty, liability
or obligation arising out of or connected with this Agreement.
Nothing contained in this Section 3.3 shall be construed to
release the Issuer from the performance of any of the agreements
on its part herein contained; and, in the event the Issuer should
fail to perform any such agreement on its part, the Company may
institute such action against the Issuer as the Company may deem
necessary to compel performance so long as such action shall not
violate the agreements on the part of the Company contained in the
preceding sentence, but in no event shall the Company be entitled
to any diminution of the amounts payable under Section 3.2 hereof.
The Company may, however, at its own cost and expense and in its
own name or in the name of the Issuer, prosecute or defend any
action or proceeding or take any other action involving third
persons which the Company deems reasonably necessary in order to
secure or protect its right of possession, occupancy and use of
the Project hereunder, and in such event the Issuer hereby agrees
to cooperate fully with the Company and to take all action
necessary to effect the substitution of the Company for the Issuer
in any such action or proceeding if the Company shall so request.

SECTION 3.4. Assignment and Pledge of Payments and Rights
Under the Agreement. The Issuer shall assign to the Trustee as
security under the Indenture all rights, title and interests of
the Issuer in and to this Agreement and all moneys receivable
hereunder (except for payments under Sections 4.2 and 5.3 hereof).
The Company assents to such assignment and hereby agrees that, as
to the Trustee, its obligations to make such payments shall be
absolute and shall not be subject to any defense or any right of
set-off, counterclaim or recoupment arising out of any breach by
the Issuer or the Trustee of any obligation to the Company,
whether hereunder or otherwise, or out of any indebtedness or
liability at any time owing to the Company by the Issuer or the
Trustee.

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SECTION 3.5. Letter of Credit. (a) No Letter of Credit will
be provided in connection with the initial issuance of the First
Series 1996 Bonds. Subsequent to the initial issuance of the
First Series 1996 Bonds, the Company may, in its sole discretion,
furnish a Letter of Credit to provide payment of principal of,
interest on and Purchase Price of the First Series 1996 Bonds. If
the Company is providing the Letter of Credit to provide payment
of principal of, interest on and Purchase Price of the First
Series 1996 Bonds during any Interest Period with a duration of
one week, the Company may deliver the Letter of Credit at any time
and the Letter of Credit may be effective on any date and may
terminate on any date which is at least six (6) days after an
Interest Payment Date. If the Company is providing the Letter of
Credit to provide for payments during any Interest Period with a
duration greater than one week, the Company shall deliver the
Letter of Credit to the Trustee at least ten (10) days before the
beginning of the Interest Period and such Letter of Credit shall
be effective as of the beginning of such Interest Period and shall
terminate at least six (6) days after the end of such Interest
Period. As a condition to the delivery to the Trustee of a Letter
of Credit, the Company shall furnish to the Trustee, on or before
the date of such delivery, the same written evidence and opinions
required pursuant to clauses (i), (ii) and (iii) of Section 3.6(b)
hereof in connection with the delivery of a Substitute Letter of
Credit.

(b) The Company may provide for the delivery to the Trustee
of a Substitute Letter of Credit. Any Substitute Letter of Credit
shall be delivered to the Trustee not less than thirty (30) days
prior to the expiration of the Letter of Credit it is being issued
to replace; provided, however, that on or before the date of such
delivery of a Substitute Letter of Credit to the Trustee, the
Company shall furnish to the Trustee (i) written evidence from
each Rating Agency by which the Bonds are then rated, to the
effect that such Rating Agency has reviewed the proposed
Substitute Letter of Credit and that the substitution of the
proposed Substitute Letter of Credit will not, by itself, result
in the reduction of the then applicable rating(s) of the Bonds;
and (ii) an opinion of counsel to the issuer of the Substitute
Letter of Credit to the effect that the Substitute Letter of
Credit will be valid, binding and enforceable in accordance with
its terms and is exempt from the registration requirements of the
Securities Act of 1933, as amended.

ARTICLE IV

SPECIAL COVENANTS

SECTION 4.1. Use of Project. The Issuer does hereby
covenant and agree that it will not take any action, other than

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pursuant to the exercise of its rights under Section 5.2 of this
Agreement, to prevent the Company from having quiet and peaceable
possession and enjoyment of the Project during the term of this
Agreement and will, at the request of the Company and at the
Company's cost, cooperate with the Company in order that the
Company may have quiet and peaceable possession and enjoyment of
the Project. The Issuer hereby acknowledges that the Project will
not constitute any part of the security for the Bonds.

SECTION 4.2. Indemnity Against Claims. The Company will pay
and discharge and will indemnify and hold harmless the Issuer and
its officers, employees and agents from (a) any lien or charge
upon payments by the Company to the Issuer hereunder, (b) any
taxes, assessments, impositions and other charges upon payments by
the Company to the Issuer hereunder and (c) any and all liability,
damages, costs and expenses arising out of or resulting from the
transactions contemplated by this Agreement and the Indenture,
including the reasonable fees and expenses of counsel. If any such
lien or charge is sought to be imposed upon payments, or any such
taxes, assessments, impositions or other charges are sought to be
imposed, or any such liability, damages, costs and expenses are
sought to be imposed, the Issuer will give prompt notice to the
Company, and the Company shall have the sole right and duty to
assume, and will assume, the defense thereof, with full power to
litigate, compromise or settle the same in its sole discretion.

SECTION 4.3. The Company to Maintain Its Corporate Existence;
Conditions Under Which Exceptions Permitted. The Company agrees
that during the term of this Agreement it will maintain its
corporate existence and qualification to do business in Georgia,
will not dissolve or otherwise dispose of all or substantially all
of its assets and will not consolidate with or merge into another
corporation or permit one or more other corporations to
consolidate with or merge into it; provided, that the Company may,
without violating the agreements contained in this Section 4.3,
consolidate with or merge into another domestic corporation (i.e.,
a corporation incorporated and existing under the laws of one of
the states of the United States of America or under the laws of
the United States of America) or permit one or more other
corporations to consolidate with or merge into it, or sell or
otherwise transfer to another domestic corporation all or
substantially all of its assets as an entirety and thereafter
dissolve, provided that, in the event the Company is not the
surviving, resulting or transferee corporation, as the case may
be, the surviving, resulting or transferee corporation assumes,
accepts and agrees in writing to pay and perform all of the
obligations of the Company herein and is a Georgia corporation or
is qualified to do business in Georgia as a foreign corporation.

SECTION 4.4. Annual Statement. The Company agrees to have an
annual audit made by its regular independent public accountants

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and within 180 days after the close of each fiscal year to furnish
the Trustee and any Bondholder who may so request a balance sheet
and statement of income and surplus showing the financial
condition of the Company and its consolidated subsidiaries, if
any, at the close of such fiscal year and the results of
operations of the Company and its consolidated subsidiaries, if
any, for such fiscal year, accompanied by a certificate or opinion
of said accountants. The requirements of this Section 4.4 may be
satisfied by the submission to the Trustee and each Bondholder who
may request such information of the Company's annual report to its
shareholders.

SECTION 4.5. Further Assurances and Corrective Instruments.
The Issuer and the Company agree that they will, from time to
time, execute, acknowledge and deliver, or cause to be executed,
acknowledged and delivered, such supplements hereto and such
further instruments as may reasonably be required for correcting
any inadequate or incorrect description of the Project and for
carrying out the intention or facilitating the performance of this
Agreement.

SECTION 4.6. Maintenance of Project by Company. The Company
agrees that during the term of this Agreement it will pay all
costs of operating, maintaining and repairing the Project;
provided, however, that the Company shall not be under any
obligation to renew, repair or replace any inadequate, obsolete,
worn-out, unsuitable, undesirable or unnecessary portion of the
Project. In any instance where the Company determines that any
portion of the Project has become inadequate, obsolete, worn-out,
unsuitable, undesirable or unnecessary, the Company may remove
such portion of the Project and sell, trade-in, exchange or
otherwise dispose of such removed portion without any notice to or
responsibility or accountability to the Issuer, the Trustee or the
Bondholders therefor.

SECTION 4.7. Redemption or Purchase of Bonds. The Issuer
shall take all steps then necessary under the applicable
provisions of the Indenture for the redemption or purchase (other
than a purchase pursuant to Article IV of the Indenture) of Bonds
upon receipt, not less than ten days prior to the day on which the
Trustee is required to give notice (if any) thereof pursuant to
the Indenture, by the Issuer and the Trustee from the Company of a
written notice specifying:

(a) the principal amount of Bonds to be redeemed or
purchased;

(b) the date of such redemption or purchase; and

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In the case of a purchase of Bonds, the written notice to the
Trustee shall, if Available Moneys in the Bond Fund are
insufficient to purchase the principal amount of Bonds specified
in (a) above, be accompanied by a deposit into the Bond Fund of
Available Moneys or Government Obligations purchased with
Available Moneys sufficient, together with other Available Moneys
in the Bond Fund, to make the directed purchase of Bonds.

ARTICLE V

EVENTS OF DEFAULT AND REMEDIES

SECTION 5.1. Events of Default. Each of the following shall
be an "Event of Default" under this Agreement:

(a) Failure by the Company to pay when due the
amounts required to be paid pursuant to the first
paragraph of Section 3.2 of this Agreement or the
failure by the Company to pay within 30 days of the date
due any other amounts required to be paid pursuant to
this Agreement.

(b) Failure by the Company to observe and perform
any covenant, condition or agreement on its part to be
observed or performed hereunder, other than as referred
to in subsection (a) of this Section 5.1, for a period
of 60 days after written notice, specifying such failure
and requesting that it be remedied, is given to the
Company by the Issuer or the Trustee, unless the Issuer
and the Trustee shall agree in writing to an extension
of such period prior to its expiration; provided,
however, if the failure stated in the notice cannot be
corrected within the applicable period, the Issuer and
the Trustee will not unreasonably withhold their consent
to an extension of such period if corrective action is
instituted by the Company within the applicable period
and diligently pursued until the default is corrected.

(c) The dissolution or liquidation of the Company,
except as permitted by Section 4.3 hereof, or the
commencement by the Company of any case or proceeding
seeking to have an order for relief entered on its
behalf as a debtor or to adjudicate it as bankrupt or
insolvent or seeking reorganization, liquidation,
dissolution, winding-up, arrangement, composition,
readjustment of its debts or any other relief under any
bankruptcy, insolvency, reorganization or other similar
law of the United States or any state, or adjudication
of the Company as bankrupt, or an assignment by the
Company for the benefit of its creditors, or the entry

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by the Company into an agreement of composition with its
creditors, or the approval by a court of competent
jurisdiction of a petition applicable to the Company in
any proceeding for its reorganization instituted under
the provisions of Title 11 of the United States Code, as
amended, or under any similar statutory provision which
may hereafter be enacted.

The foregoing provisions of Section 5.1(b) are subject to the
limitation that, if by reason of force majeure the Company is
unable in whole or in part to carry out its agreements herein
contained other than those set forth in Section 4.3 hereof, an
Event of Default shall not be deemed to have occurred during the
continuance of such inability. The term "force majeure" as used
herein shall mean the following: acts of God; strikes; lockouts or
other industrial disturbances; acts of public enemies; orders of
any kind of the government of the United States or of the State of
Georgia or any of their departments, agencies or officials or of
any civil or military authority; insurrections; riots; epidemics;
landslides; lightning; earthquakes; fire; hurricanes; tornadoes;
storms; floods; washouts; droughts; arrests; restraints of
government and people; civil disturbances; explosions; breakage or
accident to machinery, transmission lines, pipes or canals;
partial or entire failure of utilities; or any other cause or
event not reasonably within the control of the Company. The
Company agrees, however, to remedy to the extent practicable with
all reasonable dispatch the effects of any force majeure
preventing the Company from carrying out its agreements; provided
that the settlement of strikes, lockouts and other industrial
disturbances shall be entirely within the discretion of the
Company, and the Company shall not be required to make settlement
of strikes, lockouts and other industrial disturbances by acceding
to the demands of the opposing party or parties when such course
is in the judgment of the Company unfavorable to the Company.

SECTION 5.2. Remedies on Default. Whenever any Event of
Default shall have occurred and be continuing, the Issuer may, in
addition to any other remedy now or hereafter existing at law, in
equity or by statute, take either or both of the following
remedial steps:

(a) By written notice to the Company, the Issuer (or the
Trustee on behalf of the Issuer) may declare all amounts
payable pursuant to the first paragraph of Section 3.2 of
this Agreement to be immediately due and payable, whereupon
the same shall become immediately due and payable;

(b) The Issuer (or the Trustee on behalf of the Issuer)
may take whatever action at law or in equity may appear
necessary or desirable to collect the amounts referred to in
(a) above then due and thereafter to become due, or to

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enforce performance and observance of any obligation,
agreement or covenant of the Company under this Agreement.

Any amounts collected pursuant to action taken under this Section
5.2 shall be paid into the Bond Fund and applied in accordance
with the provisions of the Indenture or, if the Bonds have been
fully paid (or provision for payment thereof has been made in
accordance with the provisions of the Indenture) and the fees and
expenses of the Trustee and the paying agents and all other
amounts required to be paid under the Indenture shall have been
paid, to the Company.

SECTION 5.3. Agreement to Pay Attorneys' Fees and Expenses.
In the event the Company should breach any of the provisions of
this Agreement and the Issuer or the Trustee should employ
attorneys or incur other expenses for the collection of amounts
payable hereunder or the enforcement of performance or observance
of any obligation or agreement on the part of the Company herein
contained, the Company agrees that it will on demand therefor pay
to the Issuer or the Trustee, as the case may be, the reasonable
fees of such attorneys and such other reasonable expenses so
incurred by the Issuer and the Trustee.

SECTION 5.4. No Additional Waiver Implied by One Waiver. In
the event any agreement contained in this Agreement should be
breached by either party and thereafter waived by the other party,
such waiver shall be limited to the particular breach so waived
and shall not be deemed to waive any other breach hereunder.

ARTICLE VI

MISCELLANEOUS

SECTION 6.1. Term of This Agreement. This Agreement shall
remain in full force and effect from the date hereof until such
time as all of the outstanding Bonds shall have been fully paid or
provision made therefor in accordance with the provisions of the
Indenture, whichever shall first occur, and the fees and expenses
of the Trustee and any paying agents and all other amounts payable
by the Company under this Agreement shall have been paid.
Notwithstanding anything herein or in any other document or
instrument to the contrary, it is understood and agreed that upon
the expiration or termination of this Agreement all right, title
and interest in and to the Project, and all improvements,
easements, accretions and appurtenances thereto belonging or in
any wise appertaining, shall revert to, vest in and belong to the
Company and neither the Issuer nor the Trustee shall have any
right, title, interest, powers, rights or remedies with respect to
the Project hereunder or otherwise.

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SECTION 6.2. Notices. All notices, certificates or other
communications hereunder shall be sufficiently given and shall be
deemed given when delivered or mailed by registered or certified
mail, postage prepaid, addressed as follows: if to the Issuer, at
P. O. ▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Chairman; if to the Company, at ▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Vice President,
Treasurer and Chief Financial Officer, with copies to Southern
Company Services, Inc., ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇, Attention: Corporate Finance Department; and if to the
Trustee, at _________________________________________________,
Attention: Corporate Trust Department. A duplicate copy of each
notice, certificate or other communication given hereunder by
either the Issuer or the Company to the other shall also be given
to the Trustee. The Issuer, the Company and the Trustee may, by
notice given hereunder, designate any further or different
addresses to which subsequent notices, certificates or other
communications shall be sent.

SECTION 6.3. Binding Effect. This Agreement shall inure to
the benefit of and shall be binding upon the Issuer, the Company
and their respective successors and assigns, subject, however, to
the limitations contained in Section 4.3 hereof.

SECTION 6.4. Severability. In the event any provision of
this Agreement shall be held invalid or unenforceable by any court
of competent jurisdiction, such holding shall not invalidate or
render unenforceable any other provision hereof.

SECTION 6.5. Amounts Remaining in the Bond Fund. Any amounts
remaining in the Bond Fund upon termination of this Agreement
shall, to the extent provided by Section 6.08 of the Indenture,
belong to and be paid to the Company by the Trustee.

SECTION 6.6. Amendments. This Agreement may not be
effectively terminated except in accordance with the provisions
hereof and may not be effectively amended except by a written
agreement in accordance with Article XII of the Indenture and
signed by the parties hereto.

SECTION 6.7. Execution in Counterparts. This Agreement may
be executed in several counterparts, each of which shall be an
original and all of which shall constitute but one and the same
instrument.

SECTION 6.8. Applicable Law. This Agreement shall be
governed by and construed in accordance with the laws of the State
of Georgia.

SECTION 6.9. Captions. The captions or headings in this
Agreement are for convenience only and in no way define, limit or

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describe the scope or intent of any provisions or sections of this
Agreement.

SECTION 6.10. Other Financing. Notwithstanding anything in
this Agreement to the contrary, the Issuer and the Company may
hereafter enter into agreements to provide for the financing or
refinancing of costs of the Project or any portion thereof in lieu
of or in addition to the provisions herein for Additional Bonds.

IN WITNESS WHEREOF, the Issuer and the Company have caused
this Agreement to be executed in their respective corporate names
and their respective corporate seals to be hereunto affixed and
attested by their duly authorized officers, all as of the date
first above written.

SAVANNAH ECONOMIC DEVELOPMENT
AUTHORITY

By:
President

ATTEST:

___________________________
Assistant Secretary

SAVANNAH ELECTRIC AND POWER
COMPANY

By:
Vice President, Treasurer
and Chief Financial Officer

ATTEST:

___________________________
Assistant Secretary

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EXHIBIT A

DESCRIPTION OF PROJECT

The Project consists of mooring dolphins, pilings and a coal
conveying system for offloading coal from barges or ships,
including a dock and foundations, pumping, piping, structures,
electrical and mechanical equipment, controls and accessories
related and subordinate thereto, for purposes of delivering coal
to the Company's Plant Kraft (Port Wentworth) in Chatham County,
Georgia.

[hartland]:\71588\80364\LEASE2.AGR

LEASE AGREEMENT _______________

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