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January 25, 1999 12:00 AM

SOUTHERN CO. - TENNESSEE VALLEY AUTHORITY RETIREMENT SYSTEM

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    Southern Co.

    ($ millions)

    Total assets 7,090

    Defined benefit 4,828

    401(k)/457 2,262

    Employer DB contributions 0

    Benefit payments 125

    Total DC contributions 115

    The fund uses:

    Stock options

    Bond options

    Stock index futures

    Fixed-income futures

    Swaps

    Defined benefit asset mix:

    Domestic stocks 42%

    Foreign stocks 19%

    Domestic fixed income 28%

    Private equity 4%

    Real estate equity 7%

    Defined contribution asset mix:

    Company stock 71.4%

    Other stock 22.5%

    Fixed income .0.6%

    Stable value 5.5%

    ATLANTA -- As of Sept. 30, the Southern Co.'s total employee benefit assets increased 3.5% from a year earlier. Defined benefit assets decreased 2.2% during the same period; defined contribution assets increased 18.2%.

    Employer contributions to the defined benefit plan were zero; benefits paid increased 1.6%.

    Defined benefit managers:

    Domestic equities: Atlantic; Amsouth; Bankers Trust; Barrow Hanley; INVESCO; Lazard; Lincoln; Pilgrim Baxter.

    International equities: Capital Guardian; Delaware; Scudder.

    Global fixed-income: Baring; J.P. Morgan; Lazard; Putnam; Rogge; Trusco.

    Real estate: Apollo; Lazard; Olympus.

    Other managers: Warburg Pincus; Weiss Peck; Hancock; VantagePoint; Alliance Technology Ventures; Apollo; Thayer; Trivest; ING; Triumph; Evercore; Goldman Sachs.

    Defined contribution managers:

    Domestic equities: Merrill Lynch; Brinson; MFS; Davis; Franklin; Loomis, Sayles.

    International equities: Hotchkis & Wiley; GAM.

    Domestic fixed-income: PIMCO; Seligman.

    Real estate: Davis.

    GICs: Merrill Lynch.

    The defined benefit master trustee/custodian and global custodian is Bankers Trust. The defined contribution master trustee/custodian and global custodian is Merrill Lynch.

    The key person overseeing the investment management of the defined benefit fund is Roger Steffens, director of trust finance. Overseeing the defined contribution plan are Brad Gates, trust analyst; Mike Forestner, senior trust analyst; and Mr. Steffens.

    Sprint Corp.

    ($ millions)

    Total assets 5,738

    Defined benefit 2,803

    Total defined contribution 2,935

    401(k)/457 2,541

    Employer DB contributions 0

    Benefit payments 103

    Total DC contributions 182

    The fund uses:

    Stock options

    Stock index futures

    Fixed-income futures

    Swaps

    Defined benefit asset mix:

    Domestic stocks 50%

    Foreign stocks 19%

    Domestic fixed income 26%

    Foreign fixed income 2%

    Real estate equity 3%

    Defined contribution asset mix:

    Company stock 40%

    Other stock 43%

    Fixed income 2%

    Stable value 13%

    Other 2%

    WESTWOOD, Kan. -- As of Sept. 30, Sprint Corp.'s total employee benefit assets increased 6% from a year earlier. Defined benefit assets decreased 7% during the same period; defined contribution assets increased 22%.

    Employer contributions to the defined benefit plan remained at zero; benefits paid to the defined benefit plan increased 3%.

    The defined benefit master trustee/custodian is Northern Trust; the global custodian is Brown Brothers Harriman. The defined contribution master trustee/custodian and global custodian is Fidelity.

    Key personnel overseeing the investment management of both funds are William N. Searcy, pension and savings trust officer; and Maxine M. Sandman, manager, investment analytics and administration.

    State Farm Mutual Automobile Insurance Co.

    ($ millions)

    Total assets 10,564

    Defined benefit 7,289

    401(k) 3,275

    BLOOMINGTON, Ill. -- As of Sept. 30, State Farm Mutual Automobile Insurance Co.'s total employee benefit assets increased 14.8% from a year earlier. Defined benefit assets increased 10.4% during the same period; defined contribution assets increased 26%.

    Key personnel overseeing the investment management of the defined benefit and defined contribution funds are Kurt Moser, vice president-investments; Charles Jordan, superintendent-retirement benefits; and Tom Spicer, manager-benefits and services.

    Teamsters, Central States, Southeast and Southwest Areas Pension Fund

    ($ millions)

    Total assets 17,122

    Defined benefit 17,122

    Employer DB contributions 970

    Benefit payments 1,563

    The fund uses:

    Stock index futures

    Fixed-income futures

    Managed futures

    Swaps

    Defined benefit asset mix:

    Domestic stocks 36.9%

    Foreign stocks 16.3%

    Domestic fixed income 25.8%

    Foreign fixed income 7.2%

    Cash equivalents 5.8%

    Real estate equity 4.3%

    Other 3.7%

    ROSEMONT, Ill. -- As of Sept. 30, the Teamsters, Central States, Southeast and Southwest Areas Pension Fund's total employee benefit assets, all defined benefit, decreased 8.5% from a year earlier.

    Employer contributions increased 6.7%; benefits paid increased 5%.

    During the past year, Central States received Department of Labor and federal court permission to add a second named fiduciary, resulting in the hiring last fall of Bankers Trust for that position. Bankers will oversee 15% of the fund's assets. Morgan Stanley Dean Witter, which had overseen 100% of the fund, will now oversee 85% of the assets.

    Early in the past year, the fund added $850 million to its domestic equity and international equity allocations, taking the money from cash. To that end, it hired Institutional Capital for large-cap value, assigning it $200 million. Also, it added $250 million to an existing S&P 500 index fund, managed by Barclays Global Investors, raising its assignment to between $500 million and $600 million. It split the remaining $400 million among existing active MSCI EAFE managers: Scudder Kemper, Putnam, Brinson, Rowe Price-Fleming and Lazard.

    Defined benefit managers:

    Domestic equities: BGI; Brinson; Cramer Rosenthal; Institutional Capital; John Levin; MFS; Neuberger Berman; Nicholas-Applegate; Oak; Provident; Putnam; Rothschild; TCW.

    Global equities: BGI; Brinson; Genesis; Lazard Freres; Marvin & Palmer; Nicholas-Applegate; Oechsle; Pareto; Putnam; Record Treasury; Rowe Price-Fleming; Schroder; Scudder.

    Domestic fixed-income: Mellon; Putnam; W.R. Huff.

    Global fixed-income: Alliance; Brinson; Fiduciary Trust; Fischer Francis Trees & Watts; Morgan Grenfell; PIMCO; Scudder; TCW.

    Other asset managers:

    Domestic: Cohen & Steers; LaSalle; TCW.

    Global: BGI; Putnam.

    The master trustee/custodian and global custodian is Mellon Bank.

    The key person at Central States overseeing the investment management of the fund is Mark F. Angerame, director-finance.

    Western Conference of Teamsters Pension Trust

    ($ millions)

    Total assets* 20,854

    Defined benefit 20,854

    Employer DB contributions 800

    Benefit payments 1,110

    *as of July 31, 1998

    The fund uses:

    Stock options

    Bond options

    Stock index futures

    Fixed-income futures

    SEATTLE -- As of July 31, the Western Conference of Teamsters Pension Trust Fund's total employee benefit assets, all defined benefit, increased 10% from a year earlier.

    Employer contributions to the defined benefit plan increased 11%; benefits paid increased 17%.

    In October, the fund added two fixed-income managers, BlackRock Financial and Dodge & Cox.

    Defined benefit managers:

    Domestic equities: Mellon Capital; Northern Trust Quantitative; J.P. Morgan; Camden; Goldman Sachs; PIMCO; BGI; Pacific Life; Commonwealth Life.

    Domestic fixed-income: Prudential; PIMCO; Goldman Sachs; W.R. Huff.

    Real estate: Prudential; Allegis; TA.

    Key personnel overseeing the investment management of the fund are Bill Lubersky and Mark Endresen, co-chairs of the investment committee; and Alan D. Biller, investment consultant.

    Tenneco Inc.

    ($ millions)

    Total assets 4,345

    Defined benefit 3,867

    401(k)/457 478

    Employer DB contributions 0

    Benefit payments n/a

    The fund uses:

    Stock index futures

    Defined benefit asset mix:

    Domestic stocks 66%

    Foreign stocks 6%

    Domestic fixed income 26%

    Cash equivalents 1%

    Private equity 1%

    Defined contribution asset mix:

    Company stock 28%

    Other stock 40%

    Fixed income 3%

    Stable value 5%

    Cash equivalents 24%

    GREENWICH, Conn. -- As of Sept. 30, Tenneco Inc.'s total employee benefit assets decreased 2.6% from a year earlier. Defined benefit assets decreased 2.5% during the same period; defined contribution assets decreased 3.4%.

    Employer contributions to the defined benefit plan remained at zero.

    Defined benefit managers:

    Domestic equities: Fayez Sarofim; American Express; Hotchkis and Wiley; Delaware; Morgan Stanley; John McStay; Essex; Putnam; Friess; ABN-AMRO; Capstone; J.P. Morgan; Weiss Peck & Greer.

    International equities: Morgan Stanley; Lloyd George; Schroder.

    Domestic fixed-income: State Street Research; STW; J.P. Morgan; W.R. Huff; Capstone; Fischer, Francis, Trees & Watts; Morgens Waterfall Vintiadis.

    Limited partnerships: Menlo Ventures; Health Care Capital Partners; Bridge Capital.

    Defined contribution managers:

    Domestic equities: BGI; Fidelity; Putnam.

    International equities: Templeton.

    Domestic fixed-income: BGI; INVESCO.

    The master trustee/custodian and global custodian for both plans is Bankers Trust.

    Key personnel overseeing the investment management of the defined benefit fund are Richard A. Robinson, executive director-investments; and Jason P. Smith, manager-investments. Overseeing the defined contribution plan are Mark Cordingly, executive director-compensation and benefits planning; and Mr. Robinson.

    Tennessee Consolidated Retirement System

    ($ millions)

    Total assets 21,010

    Defined benefit 20,600

    401(k)/457 410

    Employer DB contributions 232

    Benefit payments 578

    Total DC contributions 43

    Internally managed assets:

    Defined benefit 19,500

    The fund uses:

    Stock index futures

    Defined benefit asset mix:

    Domestic stocks 30%

    Foreign stocks 6%

    Domestic fixed income 55%

    Foreign fixed income 4%

    Cash equivalents 5%

    Defined contribution asset mix:

    Stock 70%

    Fixed income 2%

    Stable value 23%

    Cash equivalents 5%

    NASHVILLE, Tenn. -- As of Sept. 30, the Tennessee Consolidated Retirement System's total assets increased 9% from a year earlier. Defined benefits increased 7% during the same period.

    In March, the pension plan appointed Peter Katseff to be the system's first director of real estate to run a 5% allocation to the asset class.

    Defined benefit managers:

    International equities: J.P. Morgan; Putnam; Marathon; Walter Scott; Newgate; Capital Guardian; SG Pacific.

    Defined contribution managers:

    Domestic equities: Fidelity, State Street.

    International equities: Fidelity.

    Domestic fixed-income: Calvert, Aeltus.

    International fixed-income: Fidelity.

    The master trustee/custodian and global custodian for the defined benefit plan is State Street.

    The key person overseeing the investment management of the defined benefit fund is Thomas Milne, chief investment officer. Overseeing the defined contribution plan is Deana Reed Hannah, director of deferred compensation.

    Tennessee Valley Authority Retirement System

    ($ millions)

    Total assets 7,033

    Defined benefit 5,973

    Total defined contribution 1,060

    401(k)/457 671

    Employer DB contributions 27

    Benefit payments 243

    Total DC contributions 42

    The fund uses:

    Bond options

    Stock index futures

    Fixed-income futures

    Defined benefit asset mix:

    Domestic stocks 50%

    Foreign stocks 9%

    Domestic fixed income 41%

    Defined contribution asset mix:

    Equity 83%

    Fixed income 2%

    Stable value 15%

    KNOXVILLE, Tenn. -- As of Sept. 30, the Tennessee Valley Authority Retirement System's total employee benefit assets increased less than 1% from a year earlier. Defined benefit assets decreased less than 1% during the same period; defined contribution assets increased 8%.

    Employer contributions to the defined benefit plan increased from zero a year earlier; benefits paid increased 6%.

    Defined benefit managers:

    Domestic equities: Equitable Asset; Mellon Capital; PIMCO; J.P. Morgan; Goldman, Sachs; Wellington; Nicholas-Applegate; Geewax, Terker.

    International equities: Rowe Price-Fleming; State Street Global; BlackRock International; Wellington.

    Domestic fixed-income: PIMCO; Western Asset; Bradford & Marzec; Taplin, Canida Habacht; BlackRock; TCW; W.R. Huff; MacKay-Shields.

    Defined contribution managers: Fidelity; PIMCO; Spartan; MAS; Warburg Pincus; Brinson; T. Rowe Price; Janus.

    The defined benefit master trustee/custodian and global custodian is Mellon; the defined contribution master trustee/custodian is Fidelity.

    Key personnel overseeing the investment management of both funds are Randy A. Snyder, executive secretary; and Patrick Brackett, investment specialist.

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