GEORGIA POWER CO, S-3, 1994-11-10

GEORGIA POWER CO
S-3, 1994-11-10
ELECTRIC SERVICES

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 10, 1994.
SUBJECT TO AMENDMENT. REGISTRATION NOS. 33-
33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------

<TABLE>
<S> <C>
GEORGIA POWER COMPANY GEORGIA POWER CAPITAL, L.P.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS
CHARTER) CHARTER)
GEORGIA DELAWARE
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization)
58-0257110 APPLIED FOR
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
333 PIEDMONT AVENUE, N.E. 333 PIEDMONT AVENUE, N.E.
ATLANTA, GEORGIA 30308 ATLANTA, GEORGIA 30308
404-526-6526 404-526-6526
(Address, including zip code, and telephone number, (Address, including zip code, and telephone number,
including area code, of registrant's principal including area code, of registrant's principal
executive offices) executive offices)
</TABLE>

JUDY M. ANDERSON, VICE PRESIDENT AND CORPORATE SECRETARY
GEORGIA POWER COMPANY
333 PIEDMONT AVENUE, N.E.
ATLANTA, GEORGIA 30308
404-526-6526
(Name, address, including zip code, and telephone number, including area code,
of agent for service of each registrant)
---------------------

THE COMMISSION IS REQUESTED TO MAIL SIGNED COPIES OF ALL ORDERS, NOTICES AND
COMMUNICATIONS TO:

<TABLE>
<S> <C>
W. L. WESTBROOK JOHN D. MCLANAHAN, ESQ.
Executive Vice President TROUTMAN SANDERS
SOUTHERN COMPANY SERVICES, INC. 600 Peachtree Street, N.E.
64 Perimeter Center East Suite 5200
Atlanta, Georgia 30346 Atlanta, Georgia 30308-2216
</TABLE>

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

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==============================================================================================================================
<S> <C> <C> <C> <C>
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) PRICE PER UNIT(1)(2)(3) OFFERING PRICE(1)(2)(3) REGISTRATION FEE(1)
- ------------------------------------------------------------------------------------------------------------------------------
Georgia Power Capital, L.P.
Preferred Securities..............
Georgia Power Company Junior
Subordinated Debentures(4)..........
Georgia Power Company Guarantee with
respect to Georgia Power Capital,
L.P. Preferred Securities(4)......
Total............................... $100,000,000 100% $100,000,000 $34,483
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
(1) There are being registered hereunder such presently indeterminate number of Preferred Securities of Georgia Power Capital,
L.P. with an aggregate initial offering price not to exceed $100,000,000, plus an indeterminate principal amount of Junior
Subordinated Debentures of Georgia Power Company with an aggregate principal amount not to exceed $100,000,000 as may be
distributed upon a dissolution of Georgia Power Capital, L.P. and the distribution of the assets of Georgia Power Capital,
L.P., which would include such Junior Subordinated Debentures for which no separate consideration will be received. Pursuant
to Rule 457(o) under the Securities Act of 1933, which permits the registration fee to be calculated on the basis of the
maximum offering price of all the securities listed, the table does not specify by each class information as to the amount to
be registered, proposed maximum offering price per unit or proposed maximum aggregate offering price.
(2) Estimated solely for the purpose of determining the registration fee.
(3) Exclusive of accrued interest and dividends, if any.
(4) No separate consideration will be received for the Georgia Power Company Junior Subordinated Debentures or Guarantee.
Pursuant to Rule 457(n) no separate fee is payable in respect of the Georgia Power Company Junior Subordinated Debentures or
Guarantee.
</TABLE>

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

THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE> 2

EXPLANATORY NOTE

This Registration Statement contains two forms of Prospectus Supplement to
the Prospectus included herein: the first form is to be used in connection with
one or more offerings by Georgia Power Capital, L.P. of fixed rate Cumulative
Monthly Income Preferred Securities and the second form is to be used in
connection with one or more offerings by Georgia Power Capital, L.P. of
adjustable rate Cumulative Monthly Income Preferred Securities.
<PAGE> 3

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor
may offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus supplement shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be any sale
of these securities in any State in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such State.

SUBJECT TO COMPLETION, DATED NOVEMBER 10, 1994

PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED , 1994

[ ] PREFERRED SECURITIES

GEORGIA POWER CAPITAL
% CUMULATIVE MONTHLY INCOME PREFERRED SECURITIES ("MIPS"*),
SERIES A

(LIQUIDATION PREFERENCE $25 PER PREFERRED SECURITY)
GUARANTEED TO THE EXTENT GEORGIA POWER CAPITAL HAS FUNDS AS SET FORTH HEREIN BY

GEORGIA POWER COMPANY
---------------------

The % Cumulative Monthly Income Preferred Securities, Series A (the
"Series A Preferred Securities"), representing the limited partner interests
offered hereby, are being issued by Georgia Power Capital, L.P., a limited
partnership formed under the laws of the State of Delaware ("Georgia Power
Capital"). Georgia Power Company, a Georgia corporation ("Georgia Power"), is
the sole general partner (the "General Partner") in Georgia Power Capital.
Georgia Power Capital exists for the sole purpose of issuing its partnership
interests and lending the proceeds thereof to Georgia Power. The limited partner
interests represented by the Series A Preferred Securities will have a
preference with respect to cash distributions and amounts payable on liquidation
over the General Partner's interest in Georgia Power Capital.
(Continued on next page)
---------------------

SEE "INVESTMENT CONSIDERATIONS" FOR CERTAIN INFORMATION RELEVANT TO AN
INVESTMENT IN THE SERIES A PREFERRED SECURITIES, INCLUDING THE PERIOD AND
CIRCUMSTANCES DURING AND UNDER WHICH PAYMENTS ON THE SERIES A PREFERRED
SECURITIES AND SERIES A JUNIOR SUBORDINATED DEBENTURES MAY BE DEFERRED AND THE
RELATED FEDERAL INCOME TAX CONSEQUENCES.
---------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS TO WHICH IT RELATES. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
---------------------

<TABLE>
<CAPTION>
PROCEEDS TO
INITIAL PUBLIC UNDERWRITING GEORGIA POWER
OFFERING PRICE COMMISSION(1) CAPITAL(2)(3)
-------------- -------------- ---------------
<S> <C> <C> <C>
Per Series A Preferred Security.................... $ (2) $
Total.............................................. $ (2) $
</TABLE>

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<TABLE>
<S> <C>
(1) Georgia Power Capital and Georgia Power have agreed to indemnify the several Underwriters against
certain liabilities, including liabilities under the Securities Act of 1933, as amended. See
"Underwriting".
(2) In view of the fact that the proceeds of the sale of the Series A Preferred Securities ultimately
will be loaned to Georgia Power, the Underwriting Agreement provides that Georgia Power will pay
to the Underwriters, as compensation ("Underwriters' Compensation") for their services, $ per
Series A Preferred Security; provided, that such compensation will be $ per Series A Preferred
Security sold to certain institutions. Accordingly, the maximum aggregate amount of Underwriters'
Compensation will be $ , but the actual amount of Underwriters' Compensation will be less
than such amount to the extent that Series A Preferred Securities are sold to such institutions.
See "Underwriting".
(3) Expenses of the offering, which are payable by Georgia Power, are estimated to be $ .
</TABLE>

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

The Series A Preferred Securities offered hereby are offered severally by
the Underwriters, as specified herein, subject to receipt and acceptance by them
and subject to their right to reject any order in whole or in part. It is
expected that delivery of the Series A Preferred Securities will be made only in
book-entry form through the facilities of The Depository Trust Company on or
about , 1994.
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* An application has been filed by Goldman, Sachs & Co. with the United States
Patent and Trademark Office for the registration of the MIPS servicemark.

GOLDMAN, SACHS & CO.
---------------------
The date of this Prospectus Supplement is , 1994.
<PAGE> 4

(Continued from front cover)

Cash distributions on the Series A Preferred Securities will be cumulative
from the date of original issuance at an annual rate of % of the liquidation
preference of $25 per Series A Preferred Security, and will be payable monthly
in arrears on the last day of each calendar month of each year, commencing
, 1994 ("dividends"). The payment of dividends, to the extent
Georgia Power Capital shall have sufficient cash on hand to permit such payment
and funds legally available therefor, and payments on liquidation of Georgia
Power Capital and the redemption of Series A Preferred Securities, as set forth
below, are guaranteed by Georgia Power to the extent described herein and in the
accompanying Prospectus (the "Guarantee"). See "Description of the Guarantee" in
the accompanying Prospectus. The proceeds of the offering of the Series A
Preferred Securities will be loaned by Georgia Power Capital to Georgia Power,
such loan to be evidenced by Georgia Power's % Junior Subordinated Deferrable
Interest Debentures, Series A, Due 2024 (the "Series A Junior Subordinated
Debentures"). Georgia Power has the right from time to time to defer the payment
of interest on the Series A Junior Subordinated Debentures for one or more
Extension Periods (as hereinafter defined) at the end of each of which all
accrued and unpaid interest is required to be paid in full. If Georgia Power
does not make interest payments on the Series A Junior Subordinated Debentures,
Georgia Power Capital will not have funds to pay dividends on the Series A
Preferred Securities. The Guarantee is a full and unconditional guarantee from
the time of issuance of the Series A Preferred Securities, but does not apply to
any payment of dividends except to the extent Georgia Power Capital shall have
sufficient cash on hand to permit such payment and funds legally available
therefor.
The Series A Preferred Securities are redeemable at the option of Georgia
Power Capital, in whole or in part, from time to time, on or after ,
1999, at $25 per Series A Preferred Security plus accrued and unpaid dividends
thereon to the date fixed for redemption, payable in cash (the "Redemption
Price"). See "Description of the Series A Preferred Securities -- Optional
Redemption". The Series A Preferred Securities have no maturity date, although
they are mandatorily redeemable upon the maturity or earlier redemption or
repurchase of the Series A Junior Subordinated Debentures. See "Description of
the Series A Preferred Securities -- Mandatory Redemption".
In addition, upon the occurrence of certain special events arising from a
change in law or a change in legal interpretation or other specified
circumstances, the Series A Preferred Securities are redeemable in whole at the
Redemption Price at the option of Georgia Power, in its capacity as the General
Partner,or the General Partner may dissolve Georgia Power Capital and cause to
be distributed to the holders of the Series A Preferred Securities, on a pro
rata basis, Series A Junior Subordinated Debentures in lieu of any cash
distribution. If the Series A Junior Subordinated Debentures are distributed to
the holders of the Series A Preferred Securities, Georgia Power will use its
best efforts to have the Series A Junior Subordinated Debentures listed on the
New York Stock Exchange or on such other exchange as the Series A Preferred
Securities are then listed. The obligations of Georgia Power under the Series A
Junior Subordinated Debentures are subordinate and junior in right of payment to
Senior Indebtedness (as defined in the accompanying Prospectus) of Georgia
Power. At September 30, 1994, Senior Indebtedness of Georgia Power aggregated
approximately $4.3 billion. See "Description of the Series A Preferred
Securities -- Special Event Redemption or Distribution" and "Description of the
Series A Junior Subordinated Debentures".
In the event of the dissolution of Georgia Power Capital, the holders of
the Series A Preferred Securities will be entitled to receive for each Series A
Preferred Security a liquidation preference of $25 plus accrued and unpaid
dividends thereon to the date of payment, subject to certain limitations,
unless, in connection with such dissolution, Series A Junior Subordinated
Debentures are distributed to the holders of the Series A Preferred Securities.
See "Description of the Series A Preferred Securities -- Liquidation
Distribution Upon Dissolution".
Application has been made to list the Series A Preferred Securities on the
New York Stock Exchange. See "Underwriting".
Prospective purchasers are urged to read the accompanying Prospectus for
certain additional material information regarding the Series A Preferred
Securities, the Series A Junior Subordinated Debentures and the Guarantee.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SECURITIES
OFFERED HEREBY AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN THE
OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.

S-2
<PAGE> 5

GEORGIA POWER CAPITAL

Georgia Power Capital is a limited partnership that was formed under the
Delaware Revised Uniform Limited Partnership Act (the "Partnership Act") on
November 10, 1994. The initial partners in Georgia Power Capital are Georgia
Power, as general partner, and Georgia Power LP Holdings Corp., a Georgia
corporation and a wholly-owned subsidiary of Georgia Power ("Georgia Power
Holdings"), as limited partner. Upon the issuance of the Series A Preferred
Securities, which securities represent limited partner interests in Georgia
Power Capital, Georgia Power Holdings will remain as a limited partner, but will
have no interest in the profits and dividends or in the assets of Georgia Power
Capital. The General Partner will agree to contribute capital to the extent
required to maintain its capital at an amount equal to at least 3% of the total
capital contributions to Georgia Power Capital. Georgia Power and Georgia Power
Holdings entered into an agreement of limited partnership dated as of November
9, 1994. Such agreement of limited partnership will be amended and restated in
its entirety (as so amended and restated, the "Limited Partnership Agreement"),
substantially in the form filed as an exhibit to the Registration Statement of
which this Prospectus Supplement and the accompanying Prospectus form a part.

Georgia Power Capital is managed by the General Partner and exists for the
sole purpose of issuing its partnership interests and lending the proceeds
thereof to Georgia Power, such loans to be evidenced by junior subordinated
debentures of Georgia Power ("Junior Subordinated Debentures"). The rights of
the holders of the Series A Preferred Securities, including economic rights,
rights to information and voting rights, are set forth in the Limited
Partnership Agreement (including the action of the General Partner specifying
the terms of the Series A Preferred Securities (the "Action") taken in
accordance with the Limited Partnership Agreement) and the Partnership Act. See
"Description of the Series A Preferred Securities".

The business address of Georgia Power Capital is c/o Georgia Power Company,
333 Piedmont Avenue, N.E., Atlanta, Georgia 30308, telephone: (404) 526-6526.

GEORGIA POWER COMPANY

Georgia Power is a wholly-owned subsidiary of The Southern Company, a
holding company registered under the Public Utility Holding Company Act of 1935,
as amended. Georgia Power was incorporated under the laws of the State of
Georgia on June 26, 1930. It is engaged in the generation and purchase of
electric energy and the transmission, distribution and sale of such energy
within the State of Georgia at retail in over 600 communities (including Athens,
Atlanta, Augusta, Columbus, Macon, Rome and Valdosta), as well as in rural
areas, and at wholesale currently to 39 electric cooperative associations
through Oglethorpe Power Corporation, a corporate cooperative of electric
membership corporations in Georgia, and to 50 municipalities, 47 of which are
served through the Municipal Electric Authority of Georgia, a public corporation
and an instrumentality of the State of Georgia. Georgia Power and one of its
affiliates, Alabama Power Company, each owns 50% of the common stock of Southern
Electric Generating Company ("SEGCO"). SEGCO owns electric generating units near
Wilsonville, Alabama. The principal executive offices of Georgia Power are
located at 333 Piedmont Avenue, N.E., Atlanta, Georgia 30308, and the telephone
number is (404) 526-6526.

S-3
<PAGE> 6

INVESTMENT CONSIDERATIONS

Prospective purchasers of Series A Preferred Securities should review
carefully the information contained elsewhere in this Prospectus Supplement and
in the accompanying Prospectus and should consider particularly the following
matters:

SUBORDINATION OF GUARANTEE AND SERIES A JUNIOR SUBORDINATED DEBENTURES;
DEPENDENCE ON GEORGIA POWER

Georgia Power's obligations under the Guarantee are subordinate and junior
in right of payment to all other liabilities of Georgia Power except those made
pari passu (that is, equal in priority) by their terms. The obligations of
Georgia Power under the Series A Junior Subordinated Debentures described under
"Description of the Series A Junior Subordinated Debentures" are subordinate and
junior in right of payment to Senior Indebtedness of Georgia Power. At September
30, 1994, Senior Indebtedness of Georgia Power aggregated approximately $4.3
billion. There are no terms in the Series A Preferred Securities, the Series A
Junior Subordinated Debentures or the Guarantee that limit Georgia Power's
ability to incur additional indebtedness, including indebtedness that ranks
senior to the Series A Junior Subordinated Debentures and the Guarantee. See
"Description of the Guarantee -- Status of the Guarantee" and "Description of
the Junior Subordinated Debentures -- Subordination" in the accompanying
Prospectus.

Georgia Power Capital's ability to pay dividends on the Series A Preferred
Securities is solely dependent upon Georgia Power making interest payments on
the Series A Junior Subordinated Debentures as and when required. In the event
that Georgia Power were for any reason to be unable to make payments on the
Series A Junior Subordinated Debentures as and when required, there is a
substantial likelihood that Georgia Power, in its capacity as Guarantor, would
be unable to make payments on the Guarantee as and when required. Georgia
Power's obligations under the Guarantee are unsecured and, on a liquidation or
winding up of Georgia Power, its obligations under the Guarantee will rank
junior to all of its other liabilities except those made pari passu by their
terms.

OPTION TO EXTEND INTEREST PERIOD; TAX IMPACT OF EXTENSION

Georgia Power has the right under the Indenture (as defined herein) to
extend the interest payment period from time to time on the Series A Junior
Subordinated Debentures to a period not exceeding 60 consecutive months (an
"Extension Period"), and, as a consequence, monthly dividends on the Series A
Preferred Securities would be deferred (but would continue to accrue with
interest thereon) by Georgia Power Capital during any such Extension Period in
the event that Georgia Power exercises this right. Georgia Power may not during
such Extension Period declare or pay dividends on, or purchase or acquire any of
its capital stock. Prior to the termination of any such Extension Period,
Georgia Power may further extend such Extension Period, provided that such
Extension Period together with all such previous and further extensions thereof
may not exceed 60 consecutive months. Upon the termination of any Extension
Period and the payment of all amounts then due, Georgia Power may select a new
Extension Period, subject to the above requirements. Georgia Power and Georgia
Power Capital currently believe that the extension of an interest payment period
is unlikely. The entire principal amount of the Series A Junior Subordinated
Debentures will become due and payable, together with any accrued and unpaid
interest thereon, including Additional Interest (as hereinafter defined), if
any, on , 2024. See "Description of the Series A Preferred
Securities -- Dividends" and "Description of the Series A Junior Subordinated
Debentures -- Option to Extend Interest Payment Period".

Should an Extension Period occur, Georgia Power Capital will continue to
accrue income for United States federal income tax purposes which will be
allocated, but not distributed by way of cash dividends, to holders of record of
Series A Preferred Securities. As a result, such a holder will include such
interest in such holder's gross income for United States federal income tax
purposes in advance of the receipt of cash, and will not receive the cash from
Georgia Power Capital related to such income if such a holder

S-4
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disposes of his or her Series A Preferred Securities prior to the record date
for payment of dividends. See "United States Taxation -- Potential Extension of
Interest Payment Period".

SPECIAL EVENT REDEMPTION OR DISTRIBUTION

Upon the occurrence of a Special Event (as hereinafter defined), which may
occur at any time, the General Partner shall elect to either (i) cause Georgia
Power Capital to redeem the Series A Preferred Securities in whole or (ii)
dissolve Georgia Power Capital and cause the Series A Junior Subordinated
Debentures to be distributed to the holders of the Series A Preferred Securities
in connection with the liquidation of Georgia Power Capital. In the case of a
Special Event which is a Tax Event (as hereinafter defined), however, the
General Partner may, as an alternative to electing to redeem the Series A
Preferred Securities or dissolving Georgia Power Capital, elect to cause the
Series A Preferred Securities to remain outstanding. There can be no assurance
as to the market prices for the Series A Preferred Securities or the Series A
Junior Subordinated Debentures which may be distributed in exchange for Series A
Preferred Securities were a dissolution and liquidation of Georgia Power Capital
to occur. Accordingly, the Series A Preferred Securities which an investor may
purchase, or the Series A Junior Subordinated Debentures which the investor may
receive, may trade at a discount to the price which the investor paid to
purchase the Series A Preferred Securities offered hereby. See "Description of
the Series A Preferred Securities -- Special Event Redemption or Distribution"
and "Description of the Series A Junior Subordinated Debentures -- General".

Under current United States federal income tax law and interpretation, a
distribution of the Series A Junior Subordinated Debentures upon a Special Event
would not be a taxable event to holders of the Series A Preferred Securities.
Under a change in law, a change in legal interpretation or the other
circumstances giving rise to a Special Event, however, the dissolution could be
a taxable event to holders of the Series A Preferred Securities. See "United
States Taxation -- Receipt of Series A Junior Subordinated Debentures Upon
Liquidation of Georgia Power Capital".

USE OF PROCEEDS

The proceeds from the sale of the Series A Preferred Securities will be
loaned by Georgia Power Capital to Georgia Power, such loan to be evidenced by
the Series A Junior Subordinated Debentures issued pursuant to the Indenture
described herein, and ultimately will be used by Georgia Power for general
corporate purposes, which may include the repayment or repurchase of its
securities.

DESCRIPTION OF THE SERIES A PREFERRED SECURITIES

GENERAL

All of the partnership interests in Georgia Power Capital, other than the
Series A Preferred Securities offered hereby, are owned directly or indirectly
by Georgia Power. The Limited Partnership Agreement (including the Action)
authorizes and creates the Series A Preferred Securities, which represent
limited partner interests in Georgia Power Capital ("Preferred Securities").
Other Preferred Securities may be issued from time to time in one or more series
as described in the accompanying Prospectus. The limited partner interests
represented by the Series A Preferred Securities will have a preference with
respect to dividends and amounts payable on redemption or liquidation over the
General Partner's interest in Georgia Power Capital. The Limited Partnership
Agreement does not permit the issuance of any Preferred Securities ranking, as
to participation in profits and dividends and in the assets of Georgia Power
Capital, senior or junior to the Series A Preferred Securities or the incurrence
of any indebtedness by Georgia Power Capital. The summary of certain material
terms and provisions of the Series A Preferred Securities set forth below does
not purport to be complete and is subject to, and qualified in its entirety by
reference to, the Limited Partnership Agreement (including the Action) which has
been filed as an exhibit to the Registration Statement of which this Prospectus
Supplement forms a part, and the Partnership Act.

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<PAGE> 8

DIVIDENDS

The dividends payable on each Series A Preferred Security will be fixed at
a rate per annum of % of the stated liquidation preference of $25 per
Preferred Security. Dividends in arrears for more than one month will bear
interest thereon at the rate per annum of % thereof. The term "dividends" as
used herein includes any such interest payable unless otherwise stated. The
amount of dividends payable for any period will be computed for any full monthly
dividend period on the basis of a 360-day year of twelve 30-day months, and for
any period shorter than a full monthly dividend period for which dividends are
computed, dividends will be computed on the basis of the actual number of days
elapsed in such period.

Dividends on the Series A Preferred Securities will be cumulative, will
accrue from the date of initial issuance and will be payable monthly in arrears,
on the last day of each calendar month of each year, commencing ,
1994, when, as and if available and determined to be so payable by Georgia
Power, in its capacity as General Partner, except as otherwise described below.
Georgia Power has the right under the Indenture (as hereinafter defined) to
extend the interest payment period from time to time on the Series A Junior
Subordinated Debentures to a period not exceeding 60 consecutive months and, as
a consequence, monthly dividends on the Series A Preferred Securities would be
deferred (but would continue to accrue with interest thereon) by Georgia Power
Capital during any such Extension Period. In the event that Georgia Power
exercises this right, Georgia Power may not declare or pay dividends on, or
purchase or acquire, any of its capital stock during such Extension Period.
Prior to the termination of any such Extension Period, Georgia Power may further
extend such Extension Period, provided that such Extension Period together with
all such previous and further extensions thereof may not exceed 60 consecutive
months. Upon the termination of any Extension Period and the payment of all
amounts then due Georgia Power may select a new Extension Period, subject to the
above requirements. Georgia Power and Georgia Power Capital currently believe
that the extension of an interest payment period is unlikely. See "Description
of the Series A Junior Subordinated Debentures -- Interest" and " -- Option to
Extend Interest Payment Period".

Dividends on the Series A Preferred Securities must be paid on the dates
payable to the extent that Georgia Power Capital has (i) funds legally available
for the payment of such dividends and (ii) cash on hand sufficient to permit
such payments. It is anticipated that Georgia Power Capital's earnings available
for distribution to the holders of the Series A Preferred Securities will be
limited to payments under the Series A Junior Subordinated Debentures evidencing
the loan by Georgia Power Capital of the proceeds from the issuance and sale of
the Series A Preferred Securities and the General Partnership Payment (as
hereinafter defined). See "Description of the Series A Junior Subordinated
Debentures". If Georgia Power does not make interest payments on the Series A
Junior Subordinated Debentures, Georgia Power Capital will not have funds to pay
dividends on the Series A Preferred Securities. The payment of dividends is
guaranteed by Georgia Power as and to the extent set forth under "Description of
the Guarantee" in the accompanying Prospectus. The Guarantee is a full and
unconditional guarantee from the time of issuance of the Series A Preferred
Securities, but does not apply to any payment of dividends except to the extent
Georgia Power Capital shall have sufficient cash on hand to permit such payment
and funds legally available therefor.

Dividends on the Series A Preferred Securities will be payable to the
holders thereof as they appear on the books and records of Georgia Power Capital
on the relevant record dates, which, as long as the Series A Preferred
Securities remain in book-entry-only form, will be one Business Day (as
hereinafter defined) prior to the relevant payment dates. Subject to any
applicable laws and regulations and the provisions of the Limited Partnership
Agreement, each such payment will be made as described under "Book-Entry-Only
Issuance -- The Depository Trust Company" below. In the event the Series A
Preferred Securities shall not continue to remain in book-entry-only form, the
General Partner shall have the right to select relevant record dates, which
shall be more than one Business Day prior to the relevant payment dates. In the
event that any date on which dividends are payable on the Series A Preferred
Securities is not a Business Day, then payment of the dividend payable on such
date will be made on the next succeeding day that is a Business Day (and without
any interest or other payment in respect of any such delay) except that, if such
Business Day is in the next succeeding calendar year, such payment shall be made
on the immediately preceding Business Day, in each case with the same force and
effect as if

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<PAGE> 9

made on such date. A "Business Day" shall mean any day other than a day on which
banking institutions in The City of New York are authorized or required by law
to close.

CERTAIN RESTRICTIONS ON GEORGIA POWER CAPITAL

If dividends have not been paid in full on the Series A Preferred
Securities, Georgia Power Capital shall not:

(i) declare, pay, or set aside for payment, any dividends on any other
series of Preferred Securities, unless the amounts of any dividends
declared and paid on any other series of Preferred Securities and on the
Series A Preferred Securities are on a pro rata basis on the dates such
dividends are paid on such other series of Preferred Securities, so that

(x) the aggregate amount of dividends paid on the Series A
Preferred Securities bears to the aggregate amount of dividends paid on
such other series of Preferred Securities the same ratio as

(y) the aggregate of all accrued and unpaid dividends in respect of
the Series A Preferred Securities bears to the aggregate of all accrued
and unpaid dividends in respect of such other series of Preferred
Securities; or

(ii) redeem, purchase or otherwise acquire any other Preferred
Securities;

until, in each case, such time as all accrued and unpaid dividends on the Series
A Preferred Securities shall have been paid in full for all dividend periods
terminating on or prior to,in the case of clause (i), such payment and, in the
case of clause (ii), the date of such redemption, purchase or acquisition.

As of the date of this Prospectus Supplement, there are no series of
Preferred Securities outstanding.

OPTIONAL REDEMPTION

The Series A Preferred Securities are redeemable, at the option of Georgia
Power Capital, in whole or in part, from time to time, on or after
, 1999, upon not less than 30 nor more than 60 days' notice, at
the Redemption Price. If Georgia Power Capital redeems Series A Preferred
Securities in accordance with the terms thereof, the Series A Junior
Subordinated Debentures will become due and payable in a principal amount equal
to the aggregate stated liquidation preference of the Series A Preferred
Securities so redeemed together with any accrued and unpaid interest on such
principal amount of Series A Junior Subordinated Debentures. See "Description of
the Series A Junior Subordinated Debentures -- Mandatory Prepayment". In the
event that fewer than all the outstanding Series A Preferred Securities are to
be so redeemed, the Series A Preferred Securities to be redeemed will be
selected as described under "Book-Entry-Only Issuance -- The Depository Trust
Company" below. If a partial redemption would result in the delisting of the
Series A Preferred Securities, Georgia Power Capital may only redeem the Series
A Preferred Securities in whole.

SPECIAL EVENT REDEMPTION OR DISTRIBUTION

If a Tax Event or an Investment Company Event (each as hereinafter defined,
and each a "Special Event") shall occur and be continuing, the General Partner
shall elect to either (i) cause Georgia Power Capital to redeem the Series A
Preferred Securities in whole (and not in part), upon not less than 30 or more
than 60 days' notice at the Redemption Price, within 90 days following the
occurrence of such Special Event; provided that, if and as long as at the time
there is available to the General Partner the opportunity to eliminate, within
such 90-day period, the Special Event by taking some ministerial action, such as
filing a form or making an election, or pursuing some other similar reasonable
such measure that has no adverse effect on Georgia Power Capital or Georgia
Power, the General Partner will pursue such measure in lieu of redemption, or
(ii) dissolve Georgia Power Capital and, after satisfaction of creditors as
required by the Partnership Act, cause Series A Junior Subordinated Debentures
to be distributed to

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the holders of the Series A Preferred Securities in liquidation of Georgia Power
Capital, within 90 days following the occurrence of such Special Event. In the
case of a Tax Event, the General Partner may, as an alternative to electing to
redeem the Series A Preferred Securities or dissolving Georgia Power Capital,
elect to cause the Series A Preferred Securities to remain outstanding.

"Tax Event" means that Georgia Power shall have obtained an opinion of
nationally recognized independent tax counsel experienced in such matters to the
effect that, as a result of (a) any amendment to, or change (including any
announced prospective change) in, the laws (or any regulations thereunder) of
the United States or any political subdivision or taxing authority thereof or
therein, (b) any amendment to, or change in, an interpretation or application of
any such laws or regulations by any legislative body, court, governmental agency
or regulatory authority (including the enactment of any legislation and the
publication of any judicial decision or regulatory determination), (c) any
interpretation or pronouncement that provides for a position with respect to
such laws or regulations that differs from the theretofore generally accepted
position or (d) any action taken by any governmental agency or regulatory
authority, which amendment or change is enacted, promulgated,issued or effective
or which interpretation or pronouncement is issued or announced or which action
is taken, in each case on or after the date of this Prospectus Supplement, there
is more than an insubstantial risk that (i) Georgia Power Capital is subject to
federal income tax with respect to interest accrued or received on the Series A
Junior Subordinated Debentures, (ii) Georgia Power Capital is subject to more
than a de minimis amount of taxes, duties or other governmental charges, or
(iii) interest payable by Georgia Power to Georgia Power Capital on the Series A
Junior Subordinated Debentures will not be deductible by Georgia Power for
federal income tax purposes.

"Investment Company Event" means the occurrence of a change in law or
regulation or a change in interpretation or application of law or regulation by
any legislative body, court, governmental agency or regulatory authority (a
"Change in 1940 Act Law") to the effect that Georgia Power Capital is or will be
considered an "investment company" which is required to be registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), which Change in
1940 Act Law becomes effective on or after the date of this Prospectus
Supplement; provided that no Investment Company Event shall be deemed to have
occurred if the General Partner obtains a written opinion of nationally
recognized independent counsel to Georgia Power Capital experienced in practice
under the 1940 Act to the effect that the General Partner has successfully
issued an additional or supplemental irrevocable and unconditional guarantee or
taken such other steps as may be necessary so that, in the opinion of such
counsel, notwithstanding such Change in 1940 Act Law, Georgia Power Capital is
not required to be registered as an "investment company" within the meaning of
the 1940 Act. In case of any uncertainty regarding an Investment Company Event,
the good faith determination of the General Partner (based on the advice of
counsel) shall be conclusive.

After the date fixed for any distribution of Series A Junior Subordinated
Debentures, upon dissolution of Georgia Power Capital, (i) the Series A
Preferred Securities will no longer be deemed to be outstanding, (ii) DTC or its
nominee, as the record holder of the Series A Preferred Securities, will receive
a registered global certificate or certificates representing the Series A Junior
Subordinated Debentures to be delivered upon such distribution and (iii) any
certificates representing Series A Preferred Securities not held by DTC or its
nominee will be deemed to represent Series A Junior Subordinated Debentures
having a principal amount equal to the stated liquidation preference of such
Series A Preferred Securities, and bearing accrued and unpaid interest in an
amount equal to the accrued and unpaid dividends on such Series A Preferred
Securities, until such certificates are presented to Georgia Power or its agent
for transfer or reissuance.

There can be no assurance as to the market prices for the Series A
Preferred Securities or the Series A Junior Subordinated Debentures which may be
distributed in exchange for Series A Preferred Securities were a dissolution and
liquidation of Georgia Power Capital to occur. Accordingly, the Series A
Preferred Securities which an investor may purchase, or the Series A Junior
Subordinated Debentures which the investor may receive, may trade at a discount
to the price which the investor paid to purchase the Series A Preferred
Securities offered hereby.

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MANDATORY REDEMPTION

Upon the repayment of the Series A Junior Subordinated Debentures, whether
at maturity or upon redemption or otherwise, the proceeds from such repayment
will be applied to redeem the Series A Preferred Securities, in whole, upon not
less than 30 nor more than 60 days' notice, at the Redemption Price.

REDEMPTION PROCEDURES

Georgia Power Capital may not redeem fewer than all the outstanding Series
A Preferred Securities unless all accrued and unpaid dividends have been paid on
all Series A Preferred Securities for all monthly dividend periods terminating
on or prior to the date of redemption.

If Georgia Power Capital gives a notice of redemption in respect of Series
A Preferred Securities (which notice will be irrevocable) then, by 12:00 noon,
New York City time, on the redemption date, Georgia Power Capital will deposit
irrevocably with DTC funds sufficient to pay the applicable Redemption Price and
will give DTC irrevocable instructions and authority to pay the Redemption Price
to the holders of the Series A Preferred Securities. See "Book-Entry-Only
Issuance -- The Depository Trust Company". If notice of redemption shall have
been given and funds deposited as required, then upon the date of such deposit,
all rights of holders of such Series A Preferred Securities so called for
redemption will cease, except the right of the holders of such Series A
Preferred Securities to receive the Redemption Price, but without interest on
such Redemption Price. In the event that any date fixed for redemption of Series
A Preferred Securities is not a Business Day, then payment of the Redemption
Price payable on such date will be made on the next succeeding day that is a
Business Day (and without any interest or other payment in respect of any such
delay) except that, if such Business Day falls in the next calendar year, such
payment will be made on the immediately preceding Business Day, in each case
with the same force and effect as if made on such date fixed for redemption. In
the event that payment of the Redemption Price in respect of Series A Preferred
Securities is improperly withheld or refused and not paid either by Georgia
Power Capital or by Georgia Power pursuant to the Guarantee described under
"Description of the Guarantee" in the accompanying Prospectus, dividends on such
Series A Preferred Securities will continue to accrue at the then applicable
rate, from the original redemption date to the date of payment, in which case
the actual payment date will be considered the date fixed for redemption for
purposes of calculating the Redemption Price.

Subject to the foregoing and applicable law (including, without limitation,
United States federal securities laws), Georgia Power or any of its
subsidiaries, including Georgia Power Capital, may at any time and from time to
time purchase outstanding Series A Preferred Securities by tender, in the open
market or by private agreement. If Georgia Power Capital purchases and cancels
any Series A Preferred Securities, the Series A Junior Subordinated Debentures
may be repaid in a principal amount equal to the aggregate stated liquidation
preference of the Series A Preferred Securities so purchased, together with any
accrued and unpaid interest on such principal amount of Series A Junior
Subordinated Debentures. See "Description of Series A Junior Subordinated
Debentures -- Optional Prepayment".

LIQUIDATION DISTRIBUTION UPON DISSOLUTION

In the event of any voluntary or involuntary dissolution, winding up or
termination of Georgia Power Capital, the holders of the Series A Preferred
Securities at the time will be entitled to receive out of the assets of Georgia
Power Capital available for distribution to partners after satisfaction of
liabilities of creditors as required by the Partnership Act, before any
distribution of assets is made to the General Partner, but together with the
holders of every other series of Preferred Securities outstanding, an amount
equal to, in the case of holders of Series A Preferred Securities, the aggregate
of the stated liquidation preference of $25 per Series A Preferred Security plus
accrued and unpaid dividends thereon to the date of payment (such amount being
the "Liquidation Distribution"), unless, in connection with such dissolution,
winding up or termination, Series A Junior Subordinated Debentures in an
aggregate principal amount equal to the stated liquidation preference of such
Series A Preferred Securities, and bearing

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accrued and unpaid interest in an amount equal to the accrued and unpaid
dividends on such Series A Preferred Securities, shall be distributed on a pro
rata basis to the holders of the Series A Preferred Securities. Georgia Power,
as the General Partner, has agreed to pay the costs and expenses of Georgia
Power Capital.

If, upon any such dissolution, the Liquidation Distribution can be paid
only in part because Georgia Power Capital has insufficient assets available to
pay in full the aggregate Liquidation Distribution and the aggregate maximum
liquidation distributions on any other series of Preferred Securities, then the
amounts payable directly by Georgia Power Capital on the Series A Preferred
Securities and on such other series of Preferred Securities shall be paid in
cash or in kind on a pro rata basis, so that

(x) the aggregate amount paid in respect of the Liquidation
Distribution bears to the aggregate amount paid as liquidation
distributions on the other series of Preferred Securities the same ratio as

(y) the aggregate Liquidation Distribution bears to the aggregate
maximum liquidation distributions on the other series of Preferred
Securities.

Pursuant to the Limited Partnership Agreement, Georgia Power Capital shall
be dissolved and its affairs shall be wound up upon the occurrence of any of the
following events: (i) on December 31, 2093, the expiration of the term of
Georgia Power Capital, (ii) upon the bankruptcy of the General Partner, (iii)
upon the assignment by the General Partner of its entire interest in Georgia
Power Capital when the assignee is not admitted to Georgia Power Capital as a
general partner of Georgia Power Capital in accordance with the Limited
Partnership Agreement, or the filing of a certificate of dissolution or its
equivalent with respect to the General Partner, or the revocation of the General
Partner's charter and the expiration of 90 days after the date of notice to the
General Partner of revocation without a reinstatement of its charter, or if any
other event occurs (other than the bankruptcy of the General Partner) that
causes the General Partner to cease to be a general partner of Georgia Power
Capital under the Partnership Act, unless the business of Georgia Power Capital
is continued in accordance with the Partnership Act, (iv) in accordance with the
provisions of the Series A Preferred Securities, (v) upon the entry of a decree
of judicial dissolution or (vi) upon the written consent of all partners of
Georgia Power Capital.

MERGER, CONSOLIDATION OR AMALGAMATION OF GEORGIA POWER CAPITAL

Georgia Power Capital may not consolidate, amalgamate, merge with or into,
or be replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to, any corporation or other body, except as
described below. Georgia Power Capital may, without the consent of the holders
of the Series A Preferred Securities, consolidate, amalgamate, merge with or
into, or be replaced by a limited partnership, limited liability company or
trust organized as such under the laws of any state of the United States of
America provided that (i) such successor entity either (x) expressly assumes all
of the obligations of Georgia Power Capital under the Series A Preferred
Securities or (y) substitutes for the Series A Preferred Securities other
securities having substantially the same terms as the Series A Preferred
Securities (the "Successor Securities") so long as the Successor Securities
rank, with respect to participation in the profits and dividends, and in the
assets, of the successor entity, at least as high as the Series A Preferred
Securities rank with respect to participation in the profits and dividends, and
in the assets, of Georgia Power Capital, (ii) Georgia Power expressly
acknowledges such successor entity as the holder of the Series A Junior
Subordinated Debentures, (iii) the Series A Preferred Securities or any
Successor Securities are listed, or any Successor Securities will be listed upon
notification of issuance, on any national securities exchange or other
organization on which the Series A Preferred Securities are then listed, (iv)
such merger, consolidation, amalgamation or replacement does not cause the
Series A Preferred Securities (including any Successor Securities) to be
downgraded by any nationally recognized statistical rating organization, (v)
such merger, consolidation, amalgamation or replacement does not adversely
affect the powers, preferences and other special rights of the holders of the
Series A Preferred Securities (including any Successor Securities) in any
material respect (other than with respect to any dilution of the holders'
interest in the new entity), (vi) such successor entity has a purpose
substantially identical to that of Georgia Power Capital, (vii) prior to such
merger, consolidation,

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amalgamation or replacement, Georgia Power has received an opinion of nationally
recognized independent counsel to Georgia Power Capital experienced in such
matters to the effect that (x) such successor entity will be treated as a
partnership for federal income tax purposes, (y) following such merger,
consolidation, amalgamation or replacement, Georgia Power Capital and such
successor entity will be in compliance with the 1940 Act without registering
thereunder as an investment company and (z) such merger, consolidation,
amalgamation or replacement will not adversely affect the limited liability of
the holders of the Series A Preferred Securities and (viii) Georgia Power
guarantees the obligations of such successor entity under the Successor
Securities at least to the extent provided by the Guarantee.

VOTING RIGHTS

Except as provided below and under "Description of the
Guarantee -- Amendments and Assignment" in the accompanying Prospectus and as
otherwise required by law and the Limited Partnership Agreement, the holders of
the Series A Preferred Securities will have no voting rights.

If (i) arrearages on dividends on the Series A Preferred Securities shall
exist for 18 consecutive monthly dividend periods; (ii) an Event of Default (as
defined in the Indenture) occurs and is continuing on the Series A Junior
Subordinated Debentures; or (iii) Georgia Power is in default on any of its
payment obligations under the Guarantee (as described under "Description of the
Guarantee -- Certain Covenants of Georgia Power" in the accompanying
Prospectus), then the holders of the Series A Preferred Securities, together
with the holders of any other series of Preferred Securities having the right to
vote for the appointment of a special representative of Georgia Power Capital
and the limited partners (a "Special Representative") in such event, acting as a
single class, will be entitled by the vote of a majority in aggregate
liquidation preference of such holders to appoint and authorize a Special
Representative to enforce Georgia Power Capital's creditor rights under the
Series A Junior Subordinated Debentures, to enforce the rights of the holders of
the Series A Preferred Securities under the Guarantee and to enforce the rights
of the holders of the Series A Preferred Securities to receive dividends on the
Series A Preferred Securities. The Special Representative shall not, by virtue
of acting in such capacity, be admitted as a general partner in Georgia Power
Capital or otherwise be deemed to be a general partner in Georgia Power Capital
and shall have no liability for the debts, obligations or liabilities of Georgia
Power Capital. Not later than 30 days after such right to appoint a Special
Representative arises, the General Partner will convene a meeting for the
purpose of appointing a Special Representative. If the General Partner fails to
convene such meeting within such 30-day period, the holders of 10% in
liquidation preference of the outstanding Preferred Securities will be entitled
to convene such meeting. The provisions of the Limited Partnership Agreement
relating to the convening and conduct of the meetings of the partners will apply
with respect to any such meeting. In the event that, at any such meeting,
holders of less than a majority in aggregate liquidation preference of Preferred
Securities entitled to vote for the appointment of a Special Representative vote
for such appointment, no Special Representative shall be appointed. Any Special
Representative appointed shall cease to be a Special Representative of Georgia
Power Capital and the limited partners if Georgia Power Capital (or Georgia
Power pursuant to the Guarantee) shall have paid in full all accrued and unpaid
dividends on the Preferred Securities or such default or breach, as the case may
be, shall have been cured, and Georgia Power, in its capacity as the General
Partner, shall continue the business of Georgia Power Capital without
dissolution. Notwithstanding the appointment of any such Special Representative,
Georgia Power shall continue as General Partner and shall retain all rights
under the Indenture, including the right to extend the interest payment period
from time to time to a period not exceeding 60 consecutive months as provided
under "Description of the Series A Junior Subordinated Debentures -- Option to
Extend Interest Payment Period".

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winding up or termination of Georgia Power Capital, other than (x) in connection
with the distribution of Series A Junior Subordinated Debentures upon the
occurrence of a Special Event or (y) as described under "Merger, Consolidation
or Amalgamation of Georgia Power Capital" above, then the holders of outstanding
Series A Preferred Securities will be entitled to vote on such amendment or
proposal of the General Partner (but not on any other amendment or proposal) as
a class with all other holders of series of Preferred Securities similarly
affected, and such amendment or proposal shall not be effective except with the
approval of the holders of 66 2/3% in liquidation preference of such outstanding
Preferred Securities having a right to vote on the matter; provided, however,
that no such approval shall be required if the dissolution, winding up or
termination of Georgia Power Capital is proposed or initiated upon the
initiation of proceedings, or after proceedings have been initiated, for the
dissolution, winding up, liquidation or termination of Georgia Power.

The rights attached to the Series A Preferred Securities will be deemed not
to be adversely affected by the creation or issue of, and no vote will be
required for the creation or issue of, any further limited partner interests of
Georgia Power Capital ranking pari passu with the Series A Preferred Securities
with regard to participation in the profits or dividends or in the assets of
Georgia Power Capital. Holders of Series A Preferred Securities have no
preemptive rights.

So long as any Series A Junior Subordinated Debentures are held by Georgia
Power Capital, the General Partner shall not (i) direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee with respect to such
series, (ii) waive any past default that is waivable under Section 6.06 of the
Indenture, (iii) exercise any right to rescind or annul a declaration that the
principal of all the Series A Junior Subordinated Debentures shall be due and
payable or (iv) consent to any amendment, modification or termination of the
Indenture or the Series A Junior Subordinated Debentures, where such consent
shall be required, without, in each case, obtaining the prior approval of the
holders of at least 66 2/3% in liquidation preference of all series of Preferred
Securities who would be affected thereby if their Preferred Securities were to
be exchanged for Junior Subordinated Debentures, acting as a single class;
provided, however, that where a consent under the Indenture would require the
consent of each holder affected thereby, no such consent shall be given by the
General Partner without the prior consent of each holder of all series of
Preferred Securities affected thereby. The General Partner shall not revoke any
action previously authorized or approved by a vote of any series of Preferred
Securities. The General Partner shall notify all holders of the Series A
Preferred Securities of any notice of default received from the Trustee with
respect to the Series A Junior Subordinated Debentures.

Any required approval of holders of Series A Preferred Securities may be
given at a separate meeting of holders of Preferred Securities convened for such
purpose, at a meeting of all of the partners in Georgia Power Capital or
pursuant to written consent. Georgia Power Capital will cause a notice of any
meeting at which holders of Series A Preferred Securities are entitled to vote,
or of any matter upon which action by written consent of such holders is to be
taken, to be mailed to each holder of record of Series A Preferred Securities.
Each such notice will include a statement setting forth (i) the date of such
meeting or the date by which such action is to be taken, (ii) a description of
any resolution proposed for adoption at such meeting on which such holders are
entitled to vote or of such matter upon which written consent is sought and
(iii) instructions for the delivery of proxies or consents.

No vote or consent of the holders of Series A Preferred Securities will be
required for Georgia Power Capital to redeem and cancel Series A Preferred
Securities in accordance with the Limited Partnership Agreement.

Notwithstanding that holders of Series A Preferred Securities are entitled
to vote or consent under any of the circumstances described above, any of the
Series A Preferred Securities and any other series of Preferred Securities that
are entitled to vote or consent with such Series A Preferred Securities as a
single class at such time that are owned by Georgia Power or by any entity more
than 50% of which is owned by Georgia Power, either directly or indirectly,
shall not be entitled to vote or consent and shall, for purposes of such vote or
consent, be treated as if they were not outstanding.

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Holders of the Series A Preferred Securities will have no rights to remove
or replace the General Partner.

BOOK-ENTRY-ONLY ISSUANCE -- THE DEPOSITORY TRUST COMPANY

DTC will act as securities depository for the Series A Preferred
Securities. The Series A Preferred Securities will be issued only as fully
registered securities registered in the name of Cede & Co. (DTC's nominee). One
or more fully registered global Series A Preferred Security certificates will be
issued, representing in the aggregate the total number of Series A Preferred
Securities, and will be deposited with DTC.

DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). DTC holds securities that its
participants ("Participants") deposit with DTC. DTC also facilitates the
settlement among Participants of securities transactions, such as transfers and
pledges, in deposited securities through electronic computerized book-entry
changes in Participants' accounts, thereby eliminating the need for physical
movement of securities certificates. Direct Participants include securities
brokers and dealers, banks, trust companies, clearing corporations, and certain
other organizations ("Direct Participants"). DTC is owned by a number of its
Direct Participants and by the New York Stock Exchange, Inc. (the "New York
Stock Exchange"), the American Stock Exchange, Inc., and the National
Association of Securities Dealers, Inc. Access to the DTC system is also
available to others such as securities brokers and dealers, banks and trust
companies that clear through or maintain a custodial relationship with a Direct
Participant, either directly or indirectly ("Indirect Participants"). The rules
applicable to DTC and its Participants are on file with the Securities and
Exchange Commission.

Purchases of Series A Preferred Securities within the DTC system must be
made by or through Direct Participants, which will receive a credit for the
Series A Preferred Securities on DTC's records. The ownership interest of each
actual purchaser of each Series A Preferred Security ("Beneficial Owner") is in
turn to be recorded on the Direct and Indirect Participants' records. Beneficial
Owners will not receive written confirmation from DTC of their purchases, but
Beneficial Owners are expected to receive written confirmations providing
details of the transactions, as well as periodic statements of their holdings,
from the Direct or Indirect Participants through which the Beneficial Owners
purchased Series A Preferred Securities. Transfers of ownership interests in the
Series A Preferred Securities are to be accomplished by entries made on the
books of Participants acting on behalf of Beneficial Owners. Beneficial Owners
will not receive certificates representing their ownership interests in Series A
Preferred Securities, except in the event that use of the book-entry system for
the Series A Preferred Securities is discontinued.

DTC has no knowledge of the actual Beneficial Owners of the Series A
Preferred Securities; DTC's records reflect only the identity of the Direct
Participants to whose accounts such Series A Preferred Securities are credited,
which may or may not be the Beneficial Owners. The Participants will remain
responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.

Redemption notices shall be sent to Cede & Co. If less than all of the
Series A Preferred Securities are being redeemed, DTC's practice is to determine
by lot the amount of the interest of each Direct Participant in such series to
be redeemed.

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Preferred Securities. Under its usual procedures, DTC would mail an Omnibus
Proxy to Georgia Power Capital as soon as possible after the record date. The
Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct
Participants to whose accounts the Series A Preferred Securities are credited on
the record date (identified in a listing attached to the Omnibus Proxy).

Dividend payments on the Series A Preferred Securities will be made by
Georgia Power Capital to DTC. DTC's practice is to credit Direct Participants'
accounts on the relevant payment date in accordance with their respective
holdings shown on DTC's records unless DTC has reason to believe that it will
not receive payments on such payment date. Payments by Participants to
Beneficial Owners will be governed by standing instructions and customary
practices and will be the responsibility of such Participants and not of DTC,
Georgia Power Capital or Georgia Power, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment of dividends to DTC
is the responsibility of Georgia Power Capital, disbursement of such payments to
Direct Participants is the responsibility of DTC, and disbursement of such
payments to the Beneficial Owners is the responsibility of Direct and Indirect
Participants.

DTC may discontinue providing its services as securities depository with
respect to the Series A Preferred Securities at any time by giving reasonable
notice to Georgia Power Capital. Under such circumstances, in the event that a
successor securities depository is not obtained, Series A Preferred Security
certificates are required to be printed and delivered. Additionally, Georgia
Power Capital (with the consent of Georgia Power) may decide to discontinue use
of the system of book-entry transfers through DTC (or a successor depository).
In that event, certificates for the Series A Preferred Securities will be
printed and delivered. In each of the above circumstances, the General Partner
will appoint a paying agent with respect to the Series A Preferred Securities.

The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that Georgia Power Capital and Georgia Power
believe to be reliable, but Georgia Power Capital and Georgia Power take no
responsibility for the accuracy thereof.

REGISTRAR AND TRANSFER AGENT

In the event the book-entry system for the Series A Preferred Securities is
discontinued, it is anticipated that Southern Company Services, Inc., or one of
its affiliates, will act as registrar and transfer agent for the Series A
Preferred Securities.

Registration of transfers of Series A Preferred Securities will be effected
without charge by or on behalf of Georgia Power Capital, but upon payment (with
the giving of such indemnity as Georgia Power Capital or Georgia Power may
require) in respect of any tax or other governmental charges that may be imposed
in relation to it.

Georgia Power Capital will not be required to register or cause to be
registered the transfer of Series A Preferred Securities after such Series A
Preferred Securities have been called for redemption.

SINKING FUND; OTHER RIGHTS

The holders of the Series A Preferred Securities will not be entitled to
the benefit of any sinking or purchase fund and will not have any pre-emptive or
conversion rights.

MISCELLANEOUS

Application has been made to list the Series A Preferred Securities on the
New York Stock Exchange. See "Underwriting".

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Power for federal income tax purposes. In this connection, the General Partner
is authorized to take any action, not inconsistent with applicable law, the
certificate of limited partnership of Georgia Power Capital or the Limited
Partnership Agreement, that the General Partner determines in its discretion to
be necessary or desirable for such purposes, as long as such action does not
adversely affect the interests of the holders of the Series A Preferred
Securities.

DESCRIPTION OF THE SERIES A JUNIOR SUBORDINATED DEBENTURES

Set forth below is a description of specific terms of the Series A Junior
Subordinated Debentures evidencing the loan by Georgia Power Capital to Georgia
Power of (i) the proceeds of the issuance and sale of the Series A Preferred
Securities and (ii) the General Partner's capital contribution with respect to
the Series A Preferred Securities (the "General Partnership Payment"), which
will be an amount equal to at least 3% of the total capital contributions to
Georgia Power Capital. This description supplements the description of the
general terms and provisions of the Junior Subordinated Debentures set forth in
the accompanying Prospectus under the caption "Description of the Junior
Subordinated Debentures". The following description does not purport to be
complete and is qualified in its entirety by reference to the description in the
accompanying Prospectus and the Indenture, dated as of , 1994, between
Georgia Power and Trust Company Bank, as Trustee (the "Indenture") which has
been filed as an exhibit to the Registration Statement of which this Prospectus
Supplement forms a part.

Under certain circumstances involving the dissolution of Georgia Power
Capital following the occurrence of a Special Event, Series A Junior
Subordinated Debentures may be distributed to the holders of the Series A
Preferred Securities in liquidation of Georgia Power Capital. See "Description
of the Series A Preferred Securities -- Special Event Redemption or
Distribution".

GENERAL

The Series A Junior Subordinated Debentures will be issued as a series of
Junior Subordinated Debentures under the Indenture. The Series A Junior
Subordinated Debentures will be limited in aggregate principal amount to
approximately $ million, such amount being the sum of the aggregate stated
liquidation preference of the Series A Preferred Securities and the General
Partnership Payment.

The entire principal amount of the Series A Junior Subordinated Debentures
will become due and payable, together with any accrued and unpaid interest
thereon, including Additional Interest (as hereinafter defined), if any, on
, 2024.

The Series A Junior Subordinated Debentures, if distributed to holders of
Series A Preferred Securities in dissolution, will initially be so issued as a
Global Security (as defined below). As described herein, under certain limited
circumstances Series A Junior Subordinated Debentures may be issued in
certificated form in exchange for a Global Security. See "Book-Entry and
Settlement" below. In the event that Series A Junior Subordinated Debentures are
issued in certificated form, such Series A Junior Subordinated Debentures will
be in denominations of $25 and integral multiples thereof and may be transferred
or exchanged at the offices described below.

Payments on Series A Junior Subordinated Debentures issued as a Global
Security will be made to DTC, as the depository for the Series A Junior
Subordinated Debentures. In the event Series A Junior Subordinated Debentures
are issued in certificated form, principal and interest will be payable, the
transfer of the Series A Junior Subordinated Debentures will be registrable, and
Series A Junior Subordinated Debentures will be exchangeable for Series A Junior
Subordinated Debentures of other denominations of a like aggregate principal
amount, at the corporate trust office of the Trustee in Atlanta, Georgia;
provided that payment of interest may be made at the option of Georgia Power by
check mailed to the address of the persons entitled thereto.

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<PAGE> 18

Series A Junior Subordinated Debentures on the New York Stock Exchange or on
such other exchange as the Series A Preferred Securities are then listed.

MANDATORY PREPAYMENT

If Georgia Power Capital redeems Series A Preferred Securities in
accordance with the terms thereof, the Series A Junior Subordinated Debentures
will become due and payable in a principal amount equal to the aggregate stated
liquidation preference of the Series A Preferred Securities so redeemed,
together with any accrued and unpaid interest thereon, including Additional
Interest, if any. Any payment pursuant to this provision shall be made prior to
12:00 noon, New York City time, on the date of such redemption or at such other
time on such earlier date as the parties thereto shall agree. The Series A
Junior Subordinated Debentures are not entitled to the benefit of any sinking
fund or, except as set forth above, any other provision for mandatory
prepayment.

OPTIONAL REDEMPTION

Georgia Power shall have the right to redeem the Series A Junior
Subordinated Debentures, in whole or in part, from time to time, on or after
, 1999, upon not less than 30 nor more than 60 days' notice, at a
redemption price equal to 100% of the principal amount to be redeemed plus any
accrued and unpaid interest, including Additional Interest, if any, to the
redemption date. If Georgia Power or Georgia Power Capital purchases Series A
Preferred Securities by tender, in the open market or by private agreement,
Georgia Power shall have the right to redeem Series A Junior Subordinated
Debentures, in a principal amount not to exceed the aggregate stated liquidation
preference of the Series A Preferred Securities so purchased, together with any
accrued and unpaid interest thereon, including Additional Interest, if any, to
the redemption date.

INTEREST

Each Series A Junior Subordinated Debenture will bear interest at the rate
of % per annum from the original date of issuance, payable monthly in arrears
on the last day of each calendar month of each year (each, an "Interest Payment
Date"), commencing , 1994, to the person in whose name such
Series A Junior Subordinated Debenture is registered, subject to certain
exceptions, at the close of business on the Business Day next preceding such
Interest Payment Date. In the event the Series A Junior Subordinated Debentures
shall not continue to remain in book-entry-only form, Georgia Power shall have
the right to select record dates that shall be more than one Business Day prior
to the Interest Payment Date.

The amount of interest payable for any period will be computed for any full
monthly interest period on the basis of a 360-day year of twelve 30-day months
and for any period shorter than a full monthly interest period for which
interest is computed, interest will be computed on the basis of the actual
number of days elapsed in such period. In the event that any date on which
interest is payable on the Series A Junior Subordinated Debentures is not a
Business Day, then payment of the interest payable on such date will be made on
the next succeeding day that is a Business Day (and without any interest or
other payment in respect of any such delay), except that, if such Business Day
is in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same force and effect
as if made on such date.

OPTION TO EXTEND INTEREST PAYMENT PERIOD

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permitted by applicable law); provided that, during any such Extension Period,
Georgia Power shall not declare or pay any dividend on, or purchase, acquire or
make a liquidation payment with respect to, any of its capital stock, or make
any guarantee payments with respect thereto; and provided further that any such
extended interest payment period may only be selected with respect to the Series
A Junior Subordinated Debentures if an extended interest payment period of
identical duration is simultaneously selected for all Junior Subordinated
Debentures then outstanding under the Indenture. Prior to the termination of any
such Extension Period, Georgia Power may further extend the interest payment
period, provided that such Extension Period together with all such previous and
further extensions thereof may not exceed 60 consecutive months. Upon the
termination of any Extension Period and the payment of all amounts then due,
Georgia Power may select a new Extension Period, subject to the above
requirements. No interest shall be due and payable during an Extension Period,
except at the end thereof. The failure by Georgia Power to make interest
payments during an Extension Period would not constitute a default or an event
of default under Georgia Power's currently outstanding indebtedness. If Georgia
Power Capital shall be the sole holder of the Series A Junior Subordinated
Debentures, Georgia Power shall give Georgia Power Capital notice of its
selection of such Extension Period one Business Day prior to the earlier of (i)
the next succeeding date the dividends on the Series A Preferred Securities are
payable or (ii) the date Georgia Power Capital is required to give notice to the
New York Stock Exchange or other applicable self-regulatory organization or to
holders of the Series A Preferred Securities of the record date or the date such
dividend is payable, but in any event not less than one Business Day prior to
such record date. Georgia Power shall cause Georgia Power Capital to give notice
of Georgia Power's selection of such Extension Period to the holders of the
Series A Preferred Securities. If Georgia Power Capital shall not be the sole
holder of the Series A Junior Subordinated Debentures, Georgia Power shall give
the holders of the Series A Junior Subordinated Debentures notice of its
selection of such Extension Period ten Business Days prior to the earlier of (i)
the next succeeding Interest Payment Date or (ii) the date Georgia Power is
required to give notice to the New York Stock Exchange or other applicable self-
regulatory organization or to holders of the Series A Junior Subordinated
Debentures of the record or payment date of such related interest payment, but
in any event not less than two Business Days prior to such record date. Georgia
Power and Georgia Power Capital currently believe that the extension of an
interest payment period is unlikely.

ADDITIONAL INTEREST

If at any time Georgia Power Capital shall be required to pay any interest
on dividends in arrears in respect of the Series A Preferred Securities pursuant
to the terms thereof, then Georgia Power will pay as interest to Georgia Power
Capital as the holder of the Series A Junior Subordinated Debentures
("Additional Interest") an amount equal to such interest on dividends in
arrears.

SET-OFF

Notwithstanding anything to the contrary in the Indenture, Georgia Power
shall have the right to set-off any payment it is otherwise required to make
thereunder with and to the extent Georgia Power has theretofore made, or is
concurrently on the date of such payment making, a payment under the Guarantee.

EVENTS OF DEFAULT

In the case that any Event of Default (as defined in the Indenture and as
described in the accompanying Prospectus) shall occur and be continuing, Georgia
Power Capital will have the right to declare the principal of and the interest
on the Series A Junior Subordinated Debentures (including any Additional
Interest) and any other amounts payable under the Indenture to be forthwith due
and payable and to enforce its other rights as a creditor with respect to the
Series A Junior Subordinated Debentures. See "Enforcement of Certain Rights by
Special Representative" below for a discussion of certain rights available to
holders of the Series A Preferred Securities upon the occurrence of an Event of
Default.

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<PAGE> 20

ENFORCEMENT OF CERTAIN RIGHTS BY SPECIAL REPRESENTATIVE

If (i) arrearages on dividends on the Series A Preferred Securities shall
exist for 18 consecutive monthly dividend periods; (ii) an Event of Default
occurs and is continuing on the Series A Junior Subordinated Debentures; or
(iii) Georgia Power is in default on any of its payment or other obligations
under the Guarantee, under the terms of the Series A Preferred Securities, the
holders of outstanding Series A Preferred Securities will have the rights
referred to under "Description of the Series A Preferred Securities -- Voting
Rights", including the right to appoint a Special Representative, which Special
Representative shall be authorized to exercise Georgia Power Capital's right to
accelerate the principal amount of the Series A Junior Subordinated Debentures
upon an Event of Default and to enforce Georgia Power Capital's other creditor
rights under the Series A Junior Subordinated Debentures. Notwithstanding the
appointment of any such Special Representative, Georgia Power shall continue as
General Partner and shall retain all rights under the Indenture, including the
right to extend the interest payment period from time to time to a period not
exceeding 60 consecutive months, and any such extension would not constitute a
default under the Indenture or enable a holder of Series A Preferred Securities
to require the payment of a dividend that has not theretofore been declared.

BOOK-ENTRY AND SETTLEMENT

If distributed to holders of Series A Preferred Securities in connection
with the dissolution of Georgia Power Capital as a result of the occurrence of a
Special Event, the Series A Junior Subordinated Debentures will be issued in the
form of one or more global certificates (each, a "Global Security") registered
in the name of the nominee of DTC. Except under the limited circumstances
described below, Series A Junior Subordinated Debentures represented by the
Global Security will not be exchangeable for, and will not otherwise be issuable
as, Series A Junior Subordinated Debentures in definitive form. The Global
Securities described above may not be transferred except by DTC to a nominee of
DTC or by a nominee of DTC to DTC or another nominee of DTC or to a successor
depository or its nominee.

Except as provided below, owners of beneficial interests in such a Global
Security will not be entitled to receive physical delivery of Series A Junior
Subordinated Debentures in definitive form and will not be considered the
Holders (as defined in the Indenture) thereof for any purpose under the
Indenture, and no Global Security representing Series A Junior Subordinated
Debentures shall be exchangeable, except for another Global Security of like
denomination and tenor to be registered in the name of DTC or its nominee or to
a successor depository or its nominee. Accordingly, each beneficial owner must
rely on the procedures of DTC and, if such person is not a Participant, on the
procedures of the Participant through which such person owns its interest, to
exercise any rights of a Holder under the Indenture.

The Depository

DTC will act as security depository for the Series A Junior Subordinated
Debentures. For a description of DTC and the specific terms of the depository
arrangements, see "Description of the Series A Preferred
Securities -- Book-Entry-Only Issuance -- The Depository Trust Company". As of
the date of this Prospectus Supplement, the description therein of DTC's
book-entry system and DTC's practices as they relate to purchases, transfers,
notices and payments with respect to the Series A Preferred Securities apply in
all material respects to any debt obligations represented by one or more Global
Securities held by DTC.

Neither Georgia Power, the Trustee, any paying agent nor any other agent of
Georgia Power or the Trustee will have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial
ownership interests in a Global Security for such Series A Junior Subordinated
Debentures or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.

S-18
<PAGE> 21

Discontinuance of the Depository's Services

A Global Security shall be exchangeable for Series A Junior Subordinated
Debentures registered in the names of persons other than DTC or its nominee only
if (i) DTC notifies Georgia Power that it is unwilling or unable to continue as
a depository for such Global Security and no successor depository shall have
been appointed, or if any time DTC ceases to be a clearing agency registered
under the Exchange Act at a time when DTC is required to be so registered to act
as such depository, (ii) Georgia Power in its sole discretion determines that
such Global Security shall be so exchangeable or (iii) there shall have occurred
an Event of Default with respect to such Series A Junior Subordinated
Debentures. Any Global Security that is exchangeable pursuant to the preceding
sentence shall be exchangeable for Series A Junior Subordinated Debentures
registered in such names as the Depository shall direct. It is expected that
such instructions will be based upon directions received by the Depository from
its Participants with respect to ownership of beneficial interests in such
Global Security.

MISCELLANEOUS

For restrictions on certain actions of the General Partner with respect to
Series A Junior Subordinated Debentures held by Georgia Power Capital, see
"Description of the Series A Preferred Securities -- Voting Rights".

RELATIONSHIP BETWEEN THE SERIES A PREFERRED SECURITIES, THE
SERIES A JUNIOR SUBORDINATED DEBENTURES AND THE GUARANTEE

As long as payments of interest and other payments are made when due on the
Series A Junior Subordinated Debentures, such payments will be sufficient to
cover dividends and other payments due on the Series A Preferred Securities
primarily because (i) the aggregate principal amount of Series A Junior
Subordinated Debentures will be equal to the sum of the aggregate stated
liquidation preference of the Series A Preferred Securities and the General
Partnership Payment; (ii) the interest rate and interest and other payment dates
on the Series A Junior Subordinated Debentures will match the dividend rate and
dividend and other payment dates for the Series A Preferred Securities; (iii)
the Limited Partnership Agreement provides that Georgia Power, as General
Partner, shall pay for all, and Georgia Power Capital shall not be obligated to
pay, directly or indirectly, for any, costs and expenses of Georgia Power
Capital, including any income taxes, duties and other governmental charges, and
all costs and expenses with respect thereto, to which Georgia Power Capital may
become subject, except for United States withholding taxes; and (iv) the Limited
Partnership Agreement further provides that the General Partner shall not cause
or permit Georgia Power Capital, among other things, to engage in any activity
that is not consistent with the limited purposes of Georgia Power Capital.

Payments of dividends and other payments due on the Series A Preferred
Securities are guaranteed by Georgia Power as and to the extent set forth under
"Description of the Guarantee" in the accompanying Prospectus. If Georgia Power
does not make interest payments on the Series A Junior Subordinated Debentures,
Georgia Power Capital will not have funds to pay dividends on the Series A
Preferred Securities. The Guarantee is a full and unconditional guarantee from
the time of issuance of the Series A Preferred Securities, but does not apply to
any payment of dividends except to the extent Georgia Power Capital shall have
sufficient cash on hand to permit such payment and funds legally available
therefor.

If Georgia Power fails to make interest or other payments on the Series A
Junior Subordinated Debentures when due, the Limited Partnership Agreement
provides a mechanism whereby the holders of the Series A Preferred Securities
may appoint a Special Representative to enforce the rights of Georgia Power
Capital under the Series A Junior Subordinated Debentures. The Limited
Partnership Agreement also provides, and Georgia Power, under the Guarantee,
acknowledges, that a Special Representative may be appointed to enforce the
Guarantee if Georgia Power is in default on any of its payment obligations under
the Guarantee. In addition, if the General Partner or the Special Representative
fails to enforce the Guarantee, a holder of a Series A Preferred Security may
institute a legal proceeding directly

S-19
<PAGE> 22

against Georgia Power to enforce its rights under the Guarantee without first
instituting a legal proceeding against Georgia Power Capital or any other person
or entity.

If a Special Event shall occur and be continuing, the General Partner may
elect to dissolve Georgia Power Capital, and to cause Series A Junior
Subordinated Debentures to be distributed in exchange for the outstanding Series
A Preferred Securities. The Series A Preferred Securities represent limited
partner interests in Georgia Power Capital, a limited partnership which exists
for the sole purpose of issuing its partnership interests and lending the
proceeds thereof to Georgia Power, while the Series A Junior Subordinated
Debentures represent indebtedness of Georgia Power, an electric public utility
company (see "Georgia Power Company").

Upon any voluntary or involuntary dissolution, winding up or termination of
Georgia Power Capital, the holders of Series A Preferred Securities will be
entitled to receive, out of assets legally available for distribution to
partners, the Liquidation Distribution in cash or Series A Junior Subordinated
Debentures and will be entitled to the benefits of the Guarantee with respect to
any such distribution. See "Description of the Series A Preferred
Securities -- Liquidation Distribution Upon Dissolution". Upon any voluntary or
involuntary liquidation or bankruptcy of Georgia Power, the holders of Series A
Junior Subordinated Debentures would be subordinated creditors of Georgia Power,
subordinated in right of payment to all Senior Indebtedness, but entitled to
receive payment in full of principal, premium, if any, and interest, before any
holders of common stock or preferred stock of Georgia Power receive payments or
distributions.

A default or event of default under any Senior Indebtedness would not
constitute a default or event of default under the Series A Junior Subordinated
Debentures. However, in the event of payment defaults under, or acceleration of,
Senior Indebtedness, the subordination provisions of the Series A Junior
Subordinated Debentures provide that no payments may be made in respect of the
Series A Junior Subordinated Debentures. Failure to make required payments on
the Series A Junior Subordinated Debentures would constitute an event of default
under the Indenture.

UNITED STATES TAXATION

GENERAL

This section is a summary of certain United States federal income tax
considerations that may be relevant to prospective purchasers of Series A
Preferred Securities and represents the opinion of Troutman Sanders, Atlanta,
Georgia, counsel to Georgia Power and Georgia Power Capital, insofar as it
relates to matters of law and legal conclusions. This section is based upon
current provisions of the Internal Revenue Code of 1986, as amended (the
"Code"), existing and proposed regulations thereunder and current administrative
rulings and court decisions, all of which are subject to change. Subsequent
changes may cause tax consequences to vary substantially from the consequences
described below.

No attempt has been made in the following discussion to comment on all
United States federal income tax matters affecting purchasers of Series A
Preferred Securities. Moreover, the discussion generally focuses on holders of
Series A Preferred Securities who are individual citizens or residents of the
United States and who hold the Series A Preferred Securities as capital assets.
This discussion has only limited application to corporations, estates, trusts or
non-resident aliens. Accordingly, each prospective purchaser of Series A
Preferred Securities should consult, and should depend on, the purchaser's own
tax advisor in analyzing the federal, state, local and foreign tax consequences
of the purchase, ownership or disposition of Series A Preferred Securities.

INCOME FROM SERIES A PREFERRED SECURITIES

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<PAGE> 23

tyholder") will be required to include in gross income the Preferred
Securityholder's distributive share of the net income of Georgia Power Capital.
The resulting increase in each Preferred Securityholder's gross income will
increase his or her tax basis in the Series A Preferred Securities, and the
amount of cash dividends distributed to the Preferred Securityholder will be a
nontaxable reduction in his or her tax basis in the Series A Preferred
Securities. Such income will not exceed the dividends received on such Series A
Preferred Securities, except in limited circumstances as described below under
"Potential Extension of Interest Payment Period". No portion of such income will
be eligible for the dividends received deduction.

DISPOSITION OF SERIES A PREFERRED SECURITIES

Gain or loss will be recognized on a sale of Series A Preferred Securities,
including a redemption for cash, equal to the difference between the amount
realized and the Preferred Securityholder's tax basis for the Series A Preferred
Securities sold. Depending upon the particular circumstances of the Preferred
Securityholder, gain or loss recognized by a Preferred Securityholder on the
sale or exchange of a Series A Preferred Security held for more than one year
generally will be taxable as long-term capital gain or loss.

RECEIPT OF SERIES A JUNIOR SUBORDINATED DEBENTURES UPON LIQUIDATION OF GEORGIA
POWER CAPITAL

Under certain circumstances, as described under the caption "Description of
the Series A Preferred Securities -- Special Event Redemption or Distribution",
Series A Junior Subordinated Debentures may be distributed to the Preferred
Securityholders in liquidation of Georgia Power Capital. Under current United
States federal income tax law, such a distribution would be treated as a
non-taxable exchange to each Preferred Securityholder and would result in the
Preferred Securityholder receiving an aggregate tax basis in the Series A Junior
Subordinated Debentures equal to such Preferred Securityholder's aggregate tax
basis in its Series A Preferred Securities. A Preferred Securityholder's holding
period in the Series A Junior Subordinated Debentures so received in liquidation
of Georgia Power Capital would include the period for which the Series A
Preferred Securities were held by such Preferred Securityholder. Such
circumstances might alter the tax treatment of such Debentures in the hands of
the Preferred Securityholder as compared with the consequences of holding Series
A Preferred Securities. Under a change in law, a change in legal interpretation
or the other circumstances giving rise to a Special Event, a dissolution of
Georgia Power Capital could be a taxable event to Preferred Securityholders.

GEORGIA POWER CAPITAL INFORMATION RETURNS AND AUDIT PROCEDURES

Georgia Power, as the General Partner in Georgia Power Capital, will
furnish each Preferred Securityholder with a Schedule K-1 each year setting
forth such Preferred Securityholder's allocable share of income for the prior
calendar year. Georgia Power is required to furnish such Schedule K-1 as soon as
practicable following the end of the year, but in any event prior to March 31 of
the following year.

Any person who holds Series A Preferred Securities as a nominee for another
person is required to furnish to Georgia Power Capital (a) the name, address and
taxpayer identification number of each of the beneficial owner and the nominee;
(b) information as to whether the beneficial owner is (i) a person that is not a
United States person, (ii) a foreign government, an international organization
or any wholly-owned agency or instrumentality of either of the foregoing, or
(iii) a tax-exempt entity; (c) the amount and description of Series A Preferred
Securities held, acquired or transferred for the beneficial owner; and (d)
certain information including the dates of acquisitions and transfers, means of
acquisitions and transfers, and acquisition cost for purchases, as well as the
amount of net proceeds from sales. Brokers and financial institutions are
required to furnish additional information, including whether they are United
States persons and certain information on Series A Preferred Securities they
acquire, hold or transfer for their own accounts. A penalty of $50 per failure
(up to a maximum of $100,000 per calendar year) is imposed by the Code for
failure to report such information to Georgia Power Capital. The nominee is
required to supply the beneficial owners of the Series A Preferred Securities
with the information furnished to Georgia Power Capital.

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<PAGE> 24

POTENTIAL EXTENSION OF INTEREST PAYMENT PERIOD

Under the Indenture, Georgia Power has the right to extend from time to
time the interest payment period on the Series A Junior Subordinated Debentures
to a period not exceeding 60 consecutive months. In the event that the interest
payment period is extended, Georgia Power Capital will continue to accrue income
equal to the amount of the interest payment due at the end of the Extension
Period, on a constant yield-to-maturity basis over the length of the Extension
Period.

Accrued income will be allocated, but not distributed, to holders of record
on the Business Day preceding the last day of each calendar month. As a result,
holders of record during an Extension Period will include interest in their
gross income in advance of the receipt of cash, and any such holders who dispose
of Series A Preferred Securities prior to the record date for the payment of
dividends following such Extension Period will include interest in their gross
income but will not receive any cash related thereto from Georgia Power Capital.
The tax basis of a Series A Preferred Security will be increased by the amount
of any interest that is included in income without a receipt of cash, and will
be decreased again when and if such cash is subsequently received from Georgia
Power Capital.

UNITED STATES ALIEN HOLDERS

For purposes of this discussion, a "United States Alien Holder" is any
holder who or which is (i) a nonresident alien individual or (ii) a foreign
corporation, partnership or estate or trust, in either case not subject to
United States federal income tax on a net income basis in respect of a Series A
Preferred Security.

Under current United States federal income tax law, subject to the
discussion below with respect to backup withholding:

(i) payments by Georgia Power Capital or any of its paying agents to
any holder of a Series A Preferred Security who or which is a United States
Alien Holder should not be subject to United States federal withholding tax
provided that (a) the beneficial owner of the Series A Preferred Security
does not actually or constructively own 10% or more of the total combined
voting power of all classes of capital stock of Georgia Power entitled to
vote, (b) the beneficial owner of the Series A Preferred Security is not a
controlled foreign corporation that is related to Georgia Power through
stock ownership and (c) either (x) the beneficial owner of the Series A
Preferred Security certifies to Georgia Power Capital or its agent, under
penalties of perjury, that it is a United States Alien Holder and provides
its name and address or (y) the holder of the Series A Preferred Security
is a securities clearing organization, bank or other financial institution
that holds customers' securities in the ordinary course of its trade or
business (a "financial institution"), and such holder certifies to Georgia
Power Capital or its agent under penalties of perjury that such statement
has been received from the beneficial owner by it or by a financial
institution between it and the beneficial owner and furnishes Georgia Power
Capital or its agent with a copy thereof; and

(ii) a United States Alien Holder of a Series A Preferred Security
generally will not be subject to United States federal withholding tax on
any gain realized on the sale or exchange of a Series A Preferred Security
unless such holder is present in the United States for 183 days or more in
the taxable year of sale and either has a "tax home" in the United States
or certain other requirements are met.

BACKUP WITHHOLDING AND INFORMATION REPORTING

In general, information reporting requirements will apply to payments to
noncorporate United States holders of the proceeds of the sale of Series A
Preferred Securities within the United States and "backup withholding" at a rate
of 31% will apply to such payments if the United States holder falls to provide
an accurate taxpayer identification number.

Payments of the proceeds from the sale by a United States Alien Holder of
Series A Preferred Securities made to or through a foreign office of a broker
generally will not be subject to information

S-22
<PAGE> 25

reporting or backup withholding, except that, if the broker is a United States
person, a controlled foreign corporation for United States tax purposes, or a
foreign person 50% or more of whose gross income is effectively connected with a
United States trade or business for a specified three-year period, information
reporting may apply to such payments. Payments of the proceeds from the sale of
Series A Preferred Securities to or through the United States office of a broker
are subject to information reporting and backup withholding unless the holder or
beneficial owner certifies as to its non-United States status or otherwise
establishes an exemption from information reporting and backup withholding.

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<PAGE> 26

UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement, Georgia
Power Capital has agreed to sell to each of the Underwriters named below, and
each of the Underwriters, for whom Goldman, Sachs & Co. and , are
acting as Representatives, has severally agreed to purchase from Georgia Power
Capital, the respective number of Series A Preferred Securities set forth
opposite its name below:

<TABLE>
<CAPTION>
NUMBER OF SERIES A
UNDERWRITER PREFERRED SECURITIES
------------------------------------------------------------------ --------------------
<S> <C>
Goldman, Sachs & Co...............................................
-----------

-----------
Total...................................................
================
</TABLE>

Under the terms and conditions of the Underwriting Agreement, the
Underwriters are committed to take and pay for all of such Series A Preferred
Securities offered hereby, if any are taken.

The Underwriters propose to offer the Series A Preferred Securities in part
directly to the public at the initial public offering price set forth on the
cover page of this Prospectus Supplement, and in part to certain securities
dealers at such price less a concession of $ per Series A Preferred
Security. The Underwriters may allow, and such dealers may reallow, a concession
not in excess of $ per Series A Preferred Security to certain brokers
and dealers. After the Series A Preferred Securities are released for sale to
the public, the offering price and other selling terms may from time to time be
varied by the Representatives.

In view of the fact that the proceeds of the sale of the Series A Preferred
Securities ultimately will be loaned to Georgia Power, the Underwriting
Agreement provides that Georgia Power will pay as compensation ("Underwriters'
Compensation"), for the Underwriters' services, an amount in next day funds of
$ per Series A Preferred Security ($ per Series A Preferred
Security sold to certain institutions) for the accounts of the several
Underwriters.

Georgia Power and Georgia Power Capital have agreed during the period
beginning from the date of the Underwriting Agreement and continuing to and
including the earlier of (i) the date after the closing date on which the
distribution of the Series A Preferred Securities ceases, as determined by
Goldman, Sachs & Co., or (ii) 30 days after the closing date, not to offer,
sell, contract to sell or otherwise dispose of any Series A Preferred
Securities, any limited partnership interests of Georgia Power Capital, or any
preferred stock or any other securities of Georgia Power Capital or Georgia
Power which are substantially similar to the Series A Preferred Securities
including the Guarantee, or any securities convertible into or exchangeable for
Series A Preferred Securities, limited partnership interests, preferred stock or
such substantially similar securities of either Georgia Power Capital or Georgia
Power, without the prior written consent of Goldman, Sachs & Co.

Application has been made to list the Series A Preferred Securities on the
New York Stock Exchange. Prior to this offering, there has been no public market
for the Series A Preferred Securities. In order to meet one of the requirements
for listing the Series A Preferred Securities on the New York Stock Exchange,
the Underwriters will undertake to sell lots of 100 or more Series A Preferred
Securities to a minimum of 400 beneficial holders. Trading of the Series A
Preferred Securities on the New York Stock Exchange is expected to commence
within a seven-day period after the initial delivery of the Series A Preferred
Securities. The Representatives have advised Georgia Power that they intend to
make a market

S-24
<PAGE> 27

in the Series A Preferred Securities prior to the commencement of trading on the
New York Stock Exchange, but are not obligated to do so and may discontinue
market making at any time without notice.

No member of the National Association of Securities Dealers, Inc. is
permitted to confirm sales of the Series A Preferred Securities in any
discretionary account without prior written approval of the transactions by the
customer.

Georgia Power Capital and Georgia Power have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended.

Certain of the Underwriters engage in transactions with, and from time to
time have performed services for, Georgia Power and its affiliates in the
ordinary course of business.

LEGAL MATTERS

Certain matters of Delaware law relating to the validity of the Series A
Preferred Securities, the validity of the Limited Partnership Agreement and the
formation of Georgia Power Capital are being passed upon by Richards, Layton &
Finger, P.A., special Delaware counsel to Georgia Power and Georgia Power
Capital. The validity of the Indenture, the Guarantee and the Series A Junior
Subordinated Debentures will be passed upon on behalf of Georgia Power Capital
and Georgia Power by Troutman Sanders, Atlanta, Georgia, counsel to Georgia
Power and Georgia Power Capital, and on behalf of the Underwriters by Reid &
Priest, New York, New York, counsel to the Underwriters.

S-25
<PAGE> 28

------------------------------------------------------
------------------------------------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES OTHER THAN THE SECURITIES DESCRIBED IN THIS PROSPECTUS
SUPPLEMENT AND THE PROSPECTUS OR AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR
THE PROSPECTUS NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN OR
THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION.
------------------
TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Georgia Power Capital.................. S-
Georgia Power Company.................. S-
Investment Considerations.............. S-
Use of Proceeds........................ S-
Description of the Series A Preferred
Securities........................... S-
Description of the Series A Junior
Subordinated Debentures.............. S-
Relationship Between the Series A
Preferred Securities, the Series A
Junior Subordinated Debentures and
the Guarantee........................ S-
United States Taxation................. S-
Underwriting........................... S-
Legal Matters.......................... S-

PROSPECTUS
Available Information..................
Incorporation of Certain Documents by
Reference............................
Georgia Power Delaware.................
Georgia Power Company..................
Selected Information...................
Use of Proceeds........................
Description of the Preferred
Securities...........................
Description of the Guarantee...........
Description of the Junior Subordinated
Debentures...........................
Plan of Distribution...................
Experts................................
Legal Opinions.........................
</TABLE>

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

------------------------------------------------------
------------------------------------------------------
PREFERRED SECURITIES

GEORGIA POWER DELAWARE

% CUMULATIVE MONTHLY INCOME
PREFERRED SECURITIES, SERIES A

GUARANTEED TO THE EXTENT GEORGIA POWER
CAPITAL HAS FUNDS AS SET FORTH HEREIN BY

GEORGIA POWER COMPANY
------------------

PROSPECTUS SUPPLEMENT

------------------
GOLDMAN, SACHS & CO.

REPRESENTATIVES OF THE UNDERWRITERS
------------------------------------------------------
------------------------------------------------------
<PAGE> 29

SUBJECT TO COMPLETION, DATED NOVEMBER 10, 1994

PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED , 1994

[ ] PREFERRED SECURITIES

GEORGIA POWER CAPITAL
CUMULATIVE ADJUSTABLE RATE MONTHLY INCOME PREFERRED SECURITIES ("MIPS"*),
SERIES A
(LIQUIDATION PREFERENCE $25 PER PREFERRED SECURITY)
GUARANTEED TO THE EXTENT GEORGIA POWER CAPITAL HAS FUNDS AS SET FORTH HEREIN BY

GEORGIA POWER COMPANY
---------------------

The Cumulative Adjustable Rate Monthly Income Preferred Securities, Series A
(the "Series A Preferred Securities"), representing the limited partner
interests offered hereby, are being issued by Georgia Power Capital, L.P., a
limited partnership formed under the laws of the State of Delaware ("Georgia
Power Capital"). Georgia Power Company, a Georgia corporation ("Georgia Power"),
is the sole general partner (the "General Partner") in Georgia Power Capital.
Georgia Power Capital exists for the sole purpose of issuing its partnership
interests and lending the proceeds thereof to Georgia Power. The limited partner
interests represented by the Series A Preferred Securities will have a
preference with respect to cash distributions and amounts payable on liquidation
over the General Partner's interest in Georgia Power Capital.
(Continued on next page)
---------------------

<TABLE>
<CAPTION>
PROCEEDS TO
INITIAL PUBLIC UNDERWRITING GEORGIA POWER
OFFERING PRICE COMMISSION(1) CAPITAL(2)(3)
--------------- -------------- --------------
<S> <C> <C> <C>
Per Series A Preferred Security........................ $ (2) $
Total.................................................. $ (2) $
</TABLE>

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

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

* An application has been filed by Goldman, Sachs & Co. with the United States
Patent and Trademark Office for the registration of the MIPS servicemark.

GOLDMAN, SACHS & CO.
---------------------

The date of this Prospectus Supplement is , 1994
<PAGE> 30

(Continued from front cover)

Cash distributions on the Series A Preferred Securities will be cumulative
from the date of original issuance and will be payable monthly in arrears on the
last day of each calendar month of each year, commencing , 1994
("dividends"). The dividend rate will be adjusted quarterly. The rate for the
initial period from the date of initial issuance to , 1994 will
be % per annum, which is equivalent to $ per Series A Preferred
Security per annum. Thereafter, dividends on the Series A Preferred Securities
will be payable at the "Applicable Rate" from time to time in effect. The
Applicable Rate for any quarter will be equal to % of the highest of the
"Treasury Bill Rate", the "Ten Year Constant Maturity Rate" and the "Thirty Year
Constant Maturity Rate" (each as defined herein) determined in advance of such
quarter, but not less than % per annum nor greater than % per annum. See
"Description of the Series A Preferred Securities -- Dividends".

The payment of dividends, to the extent Georgia Power Capital shall have
sufficient cash on hand to permit such payment and funds legally available
therefor, and payments on liquidation of Georgia Power Capital and the
redemption of Series A Preferred Securities, as set forth below, are guaranteed
by Georgia Power to the extent described herein and in the accompanying
Prospectus (the "Guarantee"). See "Description of the Guarantee" in the
accompanying Prospectus. The proceeds of the offering of the Series A Preferred
Securities will be loaned by Georgia Power Capital to Georgia Power, such loan
to be evidenced by Georgia Power's % Junior Subordinated Deferrable Interest
Debentures, Series A, Due 2024 (the "Series A Junior Subordinated Debentures").
Georgia Power has the right from time to time to defer the payment of interest
on the Series A Junior Subordinated Debentures for one or more Extension Periods
(as hereinafter defined) at the end of each of which all accrued and unpaid
interest is required to be paid in full. If Georgia Power does not make interest
payments on the Series A Junior Subordinated Debentures, Georgia Power Capital
will not have funds to pay dividends on the Series A Preferred Securities. The
Guarantee is a full and unconditional guarantee from the time of issuance of the
Series A Preferred Securities, but does not apply to any payment of dividends
except to the extent Georgia Power Capital shall have sufficient cash on hand to
permit such payment and funds legally available therefor.

The Series A Preferred Securities are redeemable at the option of Georgia
Power Capital, in whole or in part, from time to time, on or after
, 1999, at $25 per Series A Preferred Security plus accrued and
unpaid dividends thereon to the date fixed for redemption, payable in cash (the
"Redemption Price"). See "Description of the Series A Preferred
Securities -- Optional Redemption". The Series A Preferred Securities have no
maturity date, although they are mandatorily redeemable upon the maturity or
earlier redemption or repurchase of the Series A Junior Subordinated Debentures.
See "Description of the Series A Preferred Securities -- Mandatory Redemption".

In addition, upon the occurrence of certain special events arising from a
change in law or a change in legal interpretation or other specified
circumstances, the Series A Preferred Securities are redeemable in whole at the
Redemption Price at the option of Georgia Power, in its capacity as the General
Partner, or the General Partner may dissolve Georgia Power Capital and cause to
be distributed to the holders of the Series A Preferred Securities, on a pro
rata basis, Series A Junior Subordinated Debentures in lieu of any cash
distribution. If the Series A Junior Subordinated Debentures are distributed to
the holders of the Series A Preferred Securities, Georgia Power will use its
best efforts to have the Series A Junior Subordinated Debentures listed on the
New York Stock Exchange or on such other exchange as the Series A Preferred
Securities are then listed. The obligations of Georgia Power under the Series A
Junior Subordinated Debentures are subordinate and junior in right of payment to
Senior Indebtedness (as defined in the accompanying Prospectus) of Georgia
Power. At September 30, 1994, Senior Indebtedness of Georgia Power aggregated
approximately $4.3 billion. See "Description of the Series A Preferred
Securities -- Special Event Redemption or Distribution" and "Description of the
Series A Junior Subordinated Debentures".

In the event of the dissolution of Georgia Power Capital, the holders of the
Series A Preferred Securities will be entitled to receive for each Series A
Preferred Security a liquidation preference of $25 plus accrued and unpaid
dividends thereon to the date of payment, subject to certain limitations,
unless, in connection with such dissolution, Series A Junior Subordinated
Debentures are distributed to the holders of the Series A Preferred Securities.
See "Description of the Series A Preferred Securities -- Liquidation
Distribution Upon Dissolution".

Application has been made to list the Series A Preferred Securities on the
New York Stock Exchange. See "Underwriting".

Prospective purchasers are urged to read the accompanying Prospectus for
certain additional material information regarding the Series A Preferred
Securities, the Series A Junior Subordinated Debentures and the Guarantee.

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SECURITIES
OFFERED HEREBY AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN THE
OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.

S-2
<PAGE> 31

GEORGIA POWER CAPITAL

The business address of Georgia Power Capital is c/o Georgia Power Company,
333 Piedmont Avenue, N.E., Atlanta, Georgia 30308, telephone: (404) 526-6526.

GEORGIA POWER COMPANY

S-3
<PAGE> 32

INVESTMENT CONSIDERATIONS

SUBORDINATION OF GUARANTEE AND SERIES A JUNIOR SUBORDINATED DEBENTURES;
DEPENDENCE ON GEORGIA POWER

OPTION TO EXTEND INTEREST PERIOD; TAX IMPACT OF EXTENSION

S-4
<PAGE> 33

disposes of his or her Series A Preferred Securities prior to the record date
for payment of dividends. See "United States Taxation -- Potential Extension of
Interest Payment Period".

SPECIAL EVENT REDEMPTION OR DISTRIBUTION

USE OF PROCEEDS

DESCRIPTION OF THE SERIES A PREFERRED SECURITIES

GENERAL

S-5
<PAGE> 34

DIVIDENDS

The dividend rate will be adjusted quarterly. The rate for the initial
period from the date of initial issuance to , 1994 will be %
per annum, which is equivalent to $ per Series A Preferred Security per
annum. Thereafter, dividends on the Series A Preferred Securities will be
payable at the "Applicable Rate" (as defined below) from time to time in effect.
Georgia Power has the right under the Indenture (as hereinafter defined) to
extend the interest payment period from time to time on the Series A Junior
Subordinated Debentures to a period not exceeding 60 consecutive months and, as
a consequence, monthly dividends on the Series A Preferred Securities would be
deferred (but would continue to accrue with interest thereon) by Georgia Power
Capital during any such Extension Period. In the event that Georgia Power
exercises this right, Georgia Power may not declare or pay dividends on, or
purchase or acquire, any of its capital stock during such Extension Period.
Prior to the termination of any such Extension Period, Georgia Power may further
extend such Extension Period, provided that such Extension Period together with
all such previous and further extensions thereof may not exceed 60 consecutive
months. Upon the termination of any Extension Period and the payment of all
amounts then due, Georgia Power may select a new Extension Period, subject to
the above requirements. Georgia Power and Georgia Power Capital currently
believe that the extension of an interest payment period is unlikely. See
"Description of the Series A Junior Subordinated Debentures -- Interest" and
" -- Option to Extend Interest Payment Period".

Dividends on the Series A Preferred Securities must be paid on the dates
payable to the extent that Georgia Power Capital has(i) funds legally available
for the payment of such dividends and (ii) cash on hand sufficient to permit
such payments. It is anticipated that Georgia Power Capital's earnings available
for distribution to the holders of the Series A Preferred Securities will be
limited to payments under the Series A Junior Subordinated Debentures evidencing
the loan by Georgia Power Capital of the proceeds from the issuance and sale of
the Series A Preferred Securities and the General Partnership Payment (as
hereinafter defined). See "Description of the Series A Junior Subordinated
Debentures". If Georgia Power does not make interest payments on the Series A
Junior Subordinated Debentures, Georgia Power Capital will not have funds to pay
dividends on the Series A Preferred Securities. The payment of dividends is
guaranteed by Georgia Power as and to the extent set forth under "Description of
the Guarantee" in the accompanying Prospectus. The Guarantee is a full and
unconditional guarantee from the time of issuance of the Series A Preferred
Securities, but does not apply to any payment of dividends except to the extent
Georgia Power Capital shall have sufficient cash on hand to permit such payment
and funds legally available therefor.

S-6
<PAGE> 35

succeeding day that is a Business Day (and without any interest or other payment
in respect of any such delay) except that, if such Business Day is in the next
succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on such date. A "Business Day" shall mean any day other than a day on which
banking institutions in The City of New York are authorized or required by law
to close.

Except as provided below in this paragraph, the "Applicable Rate" for any
quarter (other than the initial period) will be equal to % of the Effective
Rate (as defined below), but not less than % per annum nor more than % per
annum. The "Effective Rate" for any quarter will be equal to the highest of the
Treasury Bill Rate, the Ten Year Constant Maturity Rate and the Thirty Year
Constant Maturity Rate (each as defined below) for such quarter. In the event
that Georgia Power Capital determines in good faith that for any reason:

(i) any one of the Treasury Bill Rate, the Ten Year Constant Maturity
Rate or the Thirty Year Constant Maturity Rate cannot be determined for any
quarter, then the Effective Rate for such quarter will be equal to the
higher of whichever two of such rates can be so determined;

(ii) only one of the Treasury Bill Rate, the Ten Year Constant
Maturity Rate and the Thirty Year Constant Maturity Rate can be determined
for any quarter, then the Effective Rate for such quarter will be equal to
whichever such rate can be so determined; or

(iii) none of the Treasury Bill Rate, the Ten Year Constant Maturity
Rate and the Thirty Year Constant Maturity Rate can be determined for any
quarter, then the Effective Rate for the preceding quarter will be
continued for such quarter.

Except as described below in this paragraph, the "Treasury Bill Rate" for
each quarter will be the arithmetic average of the two most recent weekly per
annum market discount rates (or the one weekly per annum market discount rate,
if only one such rate is published during the relevant Calendar Period (as
defined below)) for three-month U.S. Treasury bills, as published weekly by the
Federal Reserve Board (as defined below) during the Calendar Period immediately
preceding the last ten calendar days immediately preceding the commencement of
the quarter for which the dividend rate on the Series A Preferred Securities is
being determined. In the event that the Federal Reserve Board does not publish
such a weekly per annum market discount rate during any such Calendar Period,
then the Treasury Bill Rate for such quarter will be the arithmetic average of
the two most recent weekly per annum market discount rates (or the one weekly
per annum market discount rate, if only one such rate is published during the
relevant Calendar Period) for three-month U.S. Treasury bills, as published
weekly during such Calendar Period by any Federal Reserve Bank or by any U.S.
Government department or agency selected by Georgia Power Capital. In the event
that a per annum market discount rate for three-month U.S. Treasury bills is not
published by the Federal Reserve Board or by any Federal Reserve Bank or by any
U.S. Government department or agency during such Calendar Period, then the
Treasury Bill Rate for such quarter will be the arithmetic average of the two
most recent weekly per annum market discount rates (or the one weekly per annum
market discount rate, if only one such rate is published during the relevant
Calendar Period) for all of the U.S. Treasury bills then having remaining
maturities of not less than 80 nor more than 100 days, as published during such
Calendar Period by the Federal Reserve Board, or if the Federal Reserve Board
does not publish such rates, by any Federal Reserve Bank or by any U.S.
Government department or agency selected by Georgia Power Capital. In the event
that Georgia Power Capital determines in good faith that for any reason no such
U.S. Treasury bill rates are published as provided above during such Calendar
Period, then the Treasury Bill Rate for such quarter will be the arithmetic
average of the per annum market discount rates based upon the closing bids
during such Calendar Period for each of the issues of marketable non-interest
bearing U.S. Treasury securities with a remaining maturity of not less than 80
nor more than 100 days from the date of each such quotation, as chosen and
quoted daily for each Business Day in New York City (or less frequently if daily
quotations are not generally available) to Georgia Power Capital by at least
three recognized dealers in U.S. Government securities selected by Georgia Power
Capital. In the event that Georgia Power Capital determines in good faith that
for any reason Georgia Power Capital cannot determine the Treasury Bill

S-7
<PAGE> 36

Rate for any quarter as provided above in this paragraph, the Treasury Bill Rate
for such quarter will be the arithmetic average of the per annum market discount
rates based upon the closing bids during such Calendar Period for each of the
issues of marketable interest bearing U.S. Treasury securities with a remaining
maturity of not less than 80 nor more than 100 days, as quoted daily for each
business day in New York City (or less frequently if daily quotations are not
generally available) to Georgia Power Capital by at least three recognized
dealers in U.S. Government securities selected by Georgia Power Capital.

Except as described below in this paragraph, the "Ten Year Constant
Maturity Rate" for each quarter will be the arithmetic average of the two most
recent weekly per annum Ten Year Average Yields (as defined below) (or the one
weekly per annum Ten Year Average Yield, if only one such yield is published
during the relevant Calendar Period), as published weekly by the Federal Reserve
Board during the Calendar Period immediately preceding the last ten calendar
days immediately preceding the commencement of the quarter for which the
dividend rate on the Series A Preferred Securities is being determined. In the
event that the Federal Reserve Board does not publish such a weekly per annum
Ten Year Average Yield during such Calendar Period, then the Ten Year Constant
Maturity Rate for such quarter will be the arithmetic average of the two most
recent weekly per annum Ten Year Average Yields (or the one weekly per annum Ten
Year Average Yield, if only one such yield is published during the relevant
Calendar Period), as published weekly during such Calendar Period by any Federal
Reserve Bank or by any U.S. Government department or agency selected by Georgia
Power Capital. In the event that a per annum Ten Year Average Yield is not
published by the Federal Reserve Board or by any Federal Reserve Bank or by any
U.S. Government department or agency during such Calendar Period, then the Ten
Year Constant Maturity Rate for such quarter will be the arithmetic average of
the two most recent weekly per annum average yields to maturity (or the one
weekly per annum average yield to maturity, if only one such yield is published
during the relevant Calendar Period) for all of the actively traded marketable
U.S. Treasury fixed interest rate securities (other than Special Securities (as
defined below)) then having remaining maturities of not less than eight nor more
than twelve years, as published during such Calendar Period by the Federal
Reserve Board or, if the Federal Reserve Board does not publish such yields, by
any Federal Reserve Bank or by any U.S. Government department or agency selected
by Georgia Power Capital. In the event that Georgia Power Capital determines in
good faith that for any reason Georgia Power Capital cannot determine the Ten
Year Constant Maturity Rate for any quarter as provided above in this paragraph,
then the Ten Year Constant Maturity Rate for such quarter will be the arithmetic
average of the per annum average yields to maturity based upon the closing bids
during such Calendar Period for each of the issues of actively traded marketable
U.S. Treasury fixed interest rate securities (other than Special Securities)
with a final maturity date not less than eight or more than twelve years from
the date of each such quotation, as quoted daily for each Business Day in New
York City (or less frequently if daily quotations are not generally available)
to Georgia Power Capital by at least three recognized dealers in U.S. Government
securities selected by Georgia Power Capital.

Except as described below in this paragraph, the "Thirty Year Constant
Maturity Rate" for each quarter will be the arithmetic average of the two most
recent weekly per annum Thirty Year Average Yields (as defined below) (or the
one weekly per annum Thirty Year Average Yield, if only one such yield is
published during the relevant Calendar Period), as published weekly by the
Federal Reserve Board during the Calendar Period immediately preceding the last
ten calendar days immediately preceding the commencement of the quarter for
which the dividend rate on the Series A Preferred Securities is being
determined. In the event that the Federal Reserve Board does not publish such a
weekly per annum Thirty Year Average Yield during such Calendar Period, then the
Thirty Year Constant Maturity Rate for such quarter will be the arithmetic
average of the two most recent weekly per annum Thirty Year Average Yields (or
the one weekly per annum Thirty Year Average Yield, if only one such yield is
published during the relevant Calendar Period), as published weekly during such
Calendar Period by any Federal Reserve Bank or by any U.S. Government department
or agency selected by Georgia Power Capital. In the event that a per annum
Thirty Year Average Yield is not published by the Federal Reserve Board or by
any Federal Reserve Bank or by any U.S. Government department or agency during
such Calendar Period, then the Thirty Year Constant Maturity Rate for such
quarter will be the arithmetic average of the two most recent weekly per annum
average yields to maturity(or the one weekly per annum average yield to

S-8
<PAGE> 37

maturity, if only one such yield is published during the relevant Calendar
Period) for all of the actively traded marketable U.S. Treasury fixed interest
rate securities (other than Special Securities) then having remaining maturities
of not less than twenty-eight nor more than thirty years, as published during
such Calendar Period by the Federal Reserve Board or, if the Federal Reserve
Board does not publish such yields, by any Federal Reserve Bank or by any U.S.
Government department or agency selected by Georgia Power Capital. In the event
that Georgia Power Capital determines in good faith that for any reason Georgia
Power Capital cannot determine the Thirty Year Constant Maturity Rate for any
quarter as provided above in this paragraph, then the Thirty Year Constant
Maturity Rate for such quarter will be the arithmetic average of the per annum
average yields to maturity based upon the closing bids during such Calendar
Period for each of the issues of actively traded marketable U.S. Treasury fixed
interest rate securities (other than Special Securities) with a final maturity
date not less than twenty-eight nor more than thirty years from the date of each
such quotation, as quoted daily for each Business Day in New York City (or less
frequently if daily quotations are not generally available) to Georgia Power
Capital by at least three recognized dealers in U.S. Government securities
selected by Georgia Power Capital.

The Treasury Bill Rate, the Ten Year Constant Maturity Rate and the Thirty
Year Constant Maturity Rate will each be rounded to the nearest one hundredth of
a percent.

The Applicable Rate with respect to each quarter (other than the initial
period) will be calculated as promptly as practicable by Georgia Power Capital
according to the appropriate method described above. Georgia Power Capital will
cause each Applicable Rate to be published in a newspaper of general circulation
in New York City (or, if such publication is not possible, to be published or
circulated to the public in such other manner as Georgia Power Capital may deem
appropriate) before the commencement of the quarter to which it applies and will
cause notice of such Applicable Rate to be given to The Depository Trust Company
(the "Depository" or "DTC"), New York, New York, the securities depository for
the Series A Preferred Securities. See "Book-Entry-Only Issuance -- The
Depository Trust Company" below.

As used above, the term "Calendar Period" means a period of fourteen
consecutive calendar days; the term "Federal Reserve Board" means the Board of
Governors of the Federal Reserve System; the term "Special Securities" means
securities which can, at the option of the holder, be surrendered at face value
in payment of any federal estate tax or which provide tax benefits to the holder
and are priced to reflect such tax benefits or which were originally issued at a
deep or substantial discount; the term "Ten Year Average Yield" means the
average yield to maturity for actively traded marketable U.S. Treasury fixed
interest rate securities adjusted to constant maturities of ten years; and the
term "Thirty Year Average Yield" means the average yield to maturity for
actively traded marketable U.S. Treasury fixed interest rate securities adjusted
to constant maturities of thirty years. In October 1994, the weekly per annum
market discount rate for three-month U.S. Treasury bills, the Ten Year Average
Yield and the Thirty Year Average Yield were published weekly by the Federal
Reserve Board in "Federal Reserve Statistical Release H.15(519) -- Selected
Interest Rates".

CERTAIN RESTRICTIONS ON GEORGIA POWER CAPITAL

If dividends have not been paid in full on the Series A Preferred
Securities, Georgia Power Capital shall not:

(x) the aggregate amount of dividends paid on the Series A
Preferred Securities bears to the aggregate amount of dividends paid on
such other series of Preferred Securities the same ratio as

S-9
<PAGE> 38

(ii) redeem, purchase or otherwise acquire any other Preferred
Securities;

until, in each case, such time as all accrued and unpaid dividends on the Series
A Preferred Securities shall have been paid in full for all dividend periods
terminating on or prior to, in the case of clause (i), such payment and, in the
case of clause (ii), the date of such redemption, purchase or acquisition.

As of the date of this Prospectus Supplement, there are no series of
Preferred Securities outstanding.

OPTIONAL REDEMPTION

The Series A Preferred Securities are redeemable, at the option of Georgia
Power Capital, in whole or in part, from time to time, on or after ,
1999, upon not less than 30 nor more than 60 days' notice, at the Redemption
Price. If Georgia Power Capital redeems Series A Preferred Securities in
accordance with the terms thereof, the Series A Junior Subordinated Debentures
will become due and payable in a principal amount equal to the aggregate stated
liquidation preference of the Series A Preferred Securities so redeemed together
with any accrued and unpaid interest on such principal amount of Series A Junior
Subordinated Debentures. See "Description of the Series A Junior Subordinated
Debentures -- Mandatory Prepayment". In the event that fewer than all the
outstanding Series A Preferred Securities are to be so redeemed, the Series A
Preferred Securities to be redeemed will be selected as described under
"Book-Entry-Only Issuance -- The Depository Trust Company" below. If a partial
redemption would result in the delisting of the Series A Preferred Securities,
Georgia Power Capital may only redeem the Series A Preferred Securities in
whole.

SPECIAL EVENT REDEMPTION OR DISTRIBUTION

S-10
<PAGE> 39

taken, in each case on or after the date of this Prospectus Supplement, there is
more than an insubstantial risk that (i) Georgia Power Capital is subject to
federal income tax with respect to interest accrued or received on the Series A
Junior Subordinated Debentures, (ii) Georgia Power Capital is subject to more
than a de minimis amount of taxes, duties or other governmental charges, or
(iii) interest payable by Georgia Power to Georgia Power Capital on the Series A
Junior Subordinated Debentures will not be deductible by Georgia Power for
federal income tax purposes.

MANDATORY REDEMPTION

REDEMPTION PROCEDURES

S-11
<PAGE> 40

tion Price and will give DTC irrevocable instructions and authority to pay the
Redemption Price to the holders of the Series A Preferred Securities. See
"Book-Entry-Only Issuance -- The Depository Trust Company". If notice of
redemption shall have been given and funds deposited as required, then upon the
date of such deposit, all rights of holders of such Series A Preferred
Securities so called for redemption will cease, except the right of the holders
of such Series A Preferred Securities to receive the Redemption Price, but
without interest on such Redemption Price. In the event that any date fixed for
redemption of Series A Preferred Securities is not a Business Day, then payment
of the Redemption Price payable on such date will be made on the next succeeding
day that is a Business Day (and without any interest or other payment in respect
of any such delay) except that, if such Business Day falls in the next calendar
year, such payment will be made on the immediately preceding Business Day, in
each case with the same force and effect as if made on such date fixed for
redemption. In the event that payment of the Redemption Price in respect of
Series A Preferred Securities is improperly withheld or refused and not paid
either by Georgia Power Capital or by Georgia Power pursuant to the Guarantee
described under "Description of the Guarantee" in the accompanying Prospectus,
dividends on such Series A Preferred Securities will continue to accrue at the
then applicable rate, from the original redemption date to the date of payment,
in which case the actual payment date will be considered the date fixed for
redemption for purposes of calculating the Redemption Price.

LIQUIDATION DISTRIBUTION UPON DISSOLUTION

(x) the aggregate amount paid in respect of the Liquidation
Distribution bears to the aggregate amount paid as liquidation
distributions on the other series of Preferred Securities the same ratio as

(y) the aggregate Liquidation Distribution bears to the aggregate
maximum liquidation distributions on the other series of Preferred
Securities.

S-12
<PAGE> 41

MERGER, CONSOLIDATION OR AMALGAMATION OF GEORGIA POWER CAPITAL

VOTING RIGHTS

S-13
<PAGE> 42

If any proposed amendment to the Limited Partnership Agreement provides
for, or the General Partner otherwise proposes to effect, (i) any action that
would adversely affect the powers, preferences or special rights of the Series A
Preferred Securities, whether by way of amendment to the Limited Partnership
Agreement or otherwise (including, without limitation, the authorization or
issuance of any limited partner interests in Georgia Power Capital ranking, as
to participation in the profits or dividends or in the assets of Georgia Power
Capital, senior to the Series A Preferred Securities), or (ii) the dissolution,
winding up or termination of Georgia Power Capital, other than (x) in connection
with the distribution of Series A Junior Subordinated Debentures upon the
occurrence of a Special Event or (y) as described under "Merger, Consolidation
or Amalgamation of Georgia Power Capital" above, then the holders of outstanding
Series A Preferred Securities will be entitled to vote on such amendment or
proposal of the General Partner (but not on any other amendment or proposal) as
a class with all other holders of series of Preferred Securities similarly
affected, and such amendment or proposal shall not be effective except with the
approval of the holders of 66 2/3% in liquidation preference of such outstanding
Preferred Securities having a right to vote on the matter; provided, however,
that no such approval shall be required if the dissolution, winding up or
termination of Georgia Power Capital is proposed or initiated upon the
initiation of proceedings, or after proceedings have been initiated, for the
dissolution, winding up, liquidation or termination of Georgia Power.

S-14
<PAGE> 43

regard to participation in the profits or dividends or in the assets of Georgia
Power Capital. Holders of Series A Preferred Securities have no preemptive
rights.

Holders of the Series A Preferred Securities will have no rights to remove
or replace the General Partner.

BOOK-ENTRY-ONLY ISSUANCE -- THE DEPOSITORY TRUST COMPANY

S-15
<PAGE> 44

1934, as amended (the "Exchange Act"). DTC holds securities that its
participants ("Participants") deposit with DTC. DTC also facilitates the
settlement among Participants of securities transactions, such as transfers and
pledges, in deposited securities through electronic computerized book-entry
changes in Participants' accounts, thereby eliminating the need for physical
movement of securities certificates. Direct Participants include securities
brokers and dealers, banks, trust companies, clearing corporations, and certain
other organizations ("Direct Participants"). DTC is owned by a number of its
Direct Participants and by the New York Stock Exchange, Inc. (the "New York
Stock Exchange"), the American Stock Exchange, Inc., and the National
Association of Securities Dealers, Inc. Access to the DTC system is also
available to others such as securities brokers and dealers, banks and trust
companies that clear through or maintain a custodial relationship with a Direct
Participant, either directly or indirectly ("Indirect Participants"). The rules
applicable to DTC and its Participants are on file with the Securities and
Exchange Commission.

Although voting with respect to the Series A Preferred Securities is
limited, in those instances in which a vote is required, neither DTC nor Cede &
Co. itself will consent or vote with respect to Series A Preferred Securities.
Under its usual procedures, DTC would mail an Omnibus Proxy to Georgia Power
Capital as soon as possible after the record date. The Omnibus Proxy assigns
Cede & Co.'s consenting or voting rights to those Direct Participants to whose
accounts the Series A Preferred Securities are credited on the record date
(identified in a listing attached to the Omnibus Proxy).

S-16
<PAGE> 45

REGISTRAR AND TRANSFER AGENT

SINKING FUND; OTHER RIGHTS

The holders of the Series A Preferred Securities will not be entitled to
the benefit of any sinking or purchase fund and will not have any pre-emptive or
conversion rights.

MISCELLANEOUS

Application has been made to list the Series A Preferred Securities on the
New York Stock Exchange. See "Underwriting".

The General Partner is authorized and directed to conduct its affairs and
to operate Georgia Power Capital in such a way that Georgia Power Capital will
not be deemed to be an "investment company" required to be registered under the
1940 Act or taxed as a corporation for federal income tax purposes and so that
the Series A Junior Subordinated Debentures will be treated as indebtedness of
Georgia Power for federal income tax purposes. In this connection, the General
Partner is authorized to take any action, not inconsistent with applicable law,
the certificate of limited partnership of Georgia Power Capital or the Limited
Partnership Agreement, that the General Partner determines in its discretion to
be necessary or desirable for such purposes, as long as such action does not
adversely affect the interests of the holders of the Series A Preferred
Securities.

DESCRIPTION OF THE SERIES A JUNIOR SUBORDINATED DEBENTURES

S-17
<PAGE> 46

following description does not purport to be complete and is qualified in its
entirety by reference to the description in the accompanying Prospectus and the
Indenture, dated as of , 1994, between Georgia Power and Trust
Company Bank, as Trustee (the "Indenture") which has been filed as an exhibit to
the Registration Statement of which this Prospectus Supplement forms a part.

GENERAL

If the Series A Junior Subordinated Debentures are distributed to the
holders of Series A Preferred Securities upon the dissolution of Georgia Power
Capital, Georgia Power will use its best efforts to list the Series A Junior
Subordinated Debentures on the New York Stock Exchange or on such other exchange
as the Series A Preferred Securities are then listed.

MANDATORY PREPAYMENT

S-18
<PAGE> 47

OPTIONAL REDEMPTION

INTEREST

Each Series A Junior Subordinated Debenture shall bear interest at an
interest rate that will be adjusted quarterly. The rate for the initial period
from the date of initial issuance to , 1994 will be % per
annum. Thereafter, interest on the Series A Junior Subordinated Debentures will
be payable at the "Applicable Rate" in effect from time to time. The Applicable
Rate for any quarter will be equal to % of the highest of the "Treasury
Bill Rate", the "Ten Year Constant Maturity Rate" and the "Thirty Year Constant
Maturity Rate" determined in advance of such quarter, but not less than %
per annum nor greater than % per annum. The "Treasury Bill Rate", the
"Ten Year Constant Maturity Rate" and the "Thirty Year Constant Maturity Rate"
with respect to any quarter shall be determined by Georgia Power Capital in the
same manner as, and consistent with its determinations with respect to, quarters
for the purposes of dividends payable on the Series A Preferred Securities. See
"Description of the Series A Preferred Securities -- Dividends".

Such interest is payable monthly in arrears on the last day of each
calendar month of each year (each, an "Interest Payment Date"), commencing
, 1994, to the person in whose name such Series A Junior
Subordinated Debenture is registered, subject to certain exceptions, at the
close of business on the Business Day next preceding such Interest Payment Date.
In the event the Series A Junior Subordinated Debentures shall not continue to
remain in book-entry-only form, Georgia Power shall have the right to select
record dates which shall be more than one Business Day prior to the Interest
Payment Date.

OPTION TO EXTEND INTEREST PAYMENT PERIOD

So long as Georgia Power is not in default in the payment of interest on
any series of Junior Subordinated Debentures issued under the Indenture, Georgia
Power shall have the right at any time during the term of the Series A Junior
Subordinated Debentures to extend the interest payment period from time to time
to a period not exceeding 60 consecutive months (the "Extension Period"), at the
end of which Extension Period Georgia Power shall pay all interest then accrued
and unpaid (together with interest thereon at the rate specified for the Series
A Junior Subordinated Debentures to the extent permitted by applicable law);
provided that, during any such Extension Period, Georgia Power shall not declare
or pay any dividend on, or purchase, acquire or make a liquidation payment with
respect to, any of its capital stock, or make any guarantee payments with
respect thereto; and provided further that any

S-19
<PAGE> 48

such extended interest payment period may only be selected with respect to the
Series A Junior Subordinated Debentures if an extended interest payment period
of identical duration is simultaneously selected for all Junior Subordinated
Debentures then outstanding under the Indenture. Prior to the termination of any
such Extension Period, Georgia Power may further extend the interest payment
period, provided that such Extension Period together with all such previous and
further extensions thereof may not exceed 60 consecutive months. Upon the
termination of any Extension Period and the payment of all amounts then due,
Georgia Power may select a new Extension Period, subject to the above
requirements. No interest shall be due and payable during an Extension Period,
except at the end thereof. The failure by Georgia Power to make interest
payments during an Extension Period would not constitute a default or an event
of default under Georgia Power's currently outstanding indebtedness. If Georgia
Power Capital shall be the sole holder of the Series A Junior Subordinated
Debentures, Georgia Power shall give Georgia Power Capital notice of its
selection of such Extension Period one Business Day prior to the earlier of (i)
the next succeeding date the dividends on the Series A Preferred Securities are
payable or (ii) the date Georgia Power Capital is required to give notice to the
New York Stock Exchange or other applicable self-regulatory organization or to
holders of the Series A Preferred Securities of the record date or the date such
dividend is payable, but in any event not less than one Business Day prior to
such record date. Georgia Power shall cause Georgia Power Capital to give notice
of Georgia Power's selection of such Extension Period to the holders of the
Series A Preferred Securities. If Georgia Power Capital shall not be the sole
holder of the Series A Junior Subordinated Debentures, Georgia Power shall give
the holders of the Series A Junior Subordinated Debentures notice of its
selection of such Extension Period ten Business Days prior to the earlier of (i)
the next succeeding Interest Payment Date or (ii) the date Georgia Power is
required to give notice to the New York Stock Exchange or other applicable self-
regulatory organization or to holders of the Series A Junior Subordinated
Debentures of the record or payment date of such related interest payment, but
in any event not less than two Business Days prior to such record date. Georgia
Power and Georgia Power Capital currently believe that the extension of an
interest payment period is unlikely.

ADDITIONAL INTEREST

SET-OFF

EVENTS OF DEFAULT

ENFORCEMENT OF CERTAIN RIGHTS BY SPECIAL REPRESENTATIVE

S-20
<PAGE> 49

under the Guarantee, under the terms of the Series A Preferred Securities, the
holders of outstanding Series A Preferred Securities will have the rights
referred to under "Description of the Series A Preferred Securities -- Voting
Rights", including the right to appoint a Special Representative, which Special
Representative shall be authorized to exercise Georgia Power Capital's right to
accelerate the principal amount of the Series A Junior Subordinated Debentures
upon an Event of Default and to enforce Georgia Power Capital's other creditor
rights under the Series A Junior Subordinated Debentures. Notwithstanding the
appointment of any such Special Representative, Georgia Power shall continue as
General Partner and shall retain all rights under the Indenture, including the
right to extend the interest payment period from time to time to a period not
exceeding 60 consecutive months, and any such extension would not constitute a
default under the Indenture or enable a holder of Series A Preferred Securities
to require the payment of a dividend that has not theretofore been declared.

BOOK-ENTRY AND SETTLEMENT

The Depository

Discontinuance of the Depository's Services

S-21
<PAGE> 50

sole discretion determines that such Global Security shall be so exchangeable or
(iii) there shall have occurred an Event of Default with respect to such Series
A Junior Subordinated Debentures. Any Global Security that is exchangeable
pursuant to the preceding sentence shall be exchangeable for Series A Junior
Subordinated Debentures registered in such names as the Depository shall direct.
It is expected that such instructions will be based upon directions received by
the Depository from its Participants with respect to ownership of beneficial
interests in such Global Security.

MISCELLANEOUS

RELATIONSHIP BETWEEN THE SERIES A PREFERRED SECURITIES, THE SERIES A JUNIOR
SUBORDINATED DEBENTURES AND THE GUARANTEE

S-22
<PAGE> 51

partnership interests and lending the proceeds thereof to Georgia Power, while
the Series A Junior Subordinated Debentures represent indebtedness of Georgia
Power, an electric public utility company (see "Georgia Power Company").

UNITED STATES TAXATION

GENERAL

INCOME FROM SERIES A PREFERRED SECURITIES

In the opinion of Troutman Sanders, Georgia Power Capital will be treated
as a partnership for federal income tax purposes. Accordingly, each holder of
Series A Preferred Securities (a "Preferred Securityholder") will be required to
include in gross income the Preferred Securityholder's distributive share of the
net income of Georgia Power Capital. The resulting increase in each Preferred
Securityholder's gross income will increase his or her tax basis in the Series A
Preferred Securities, and the amount of cash dividends distributed to the
Preferred Securityholder will be a nontaxable reduction in his or her tax basis
in the Series A Preferred Securities. Such income will not exceed the dividends
received on such Series A Preferred Securities, except in limited circumstances
as described below under "Potential Extension of Interest Payment Period". No
portion of such income will be eligible for the dividends received deduction.

S-23
<PAGE> 52

DISPOSITION OF SERIES A PREFERRED SECURITIES

RECEIPT OF SERIES A JUNIOR SUBORDINATED DEBENTURES UPON LIQUIDATION OF
GEORGIA POWER CAPITAL

GEORGIA POWER CAPITAL INFORMATION RETURNS AND AUDIT PROCEDURES

POTENTIAL EXTENSION OF INTEREST PAYMENT PERIOD

S-24
<PAGE> 53

UNITED STATES ALIEN HOLDERS

Under current United States federal income tax law, subject to the
discussion below with respect to backup withholding:

BACKUP WITHHOLDING AND INFORMATION REPORTING

In general, information reporting requirements will apply to payments to
noncorporate United States holders of the proceeds of the sale of Series A
Preferred Securities within the United States and "backup withholding" at a rate
of 31% will apply to such payments if the United States holder fails to provide
an accurate taxpayer identification number.

Payments of the proceeds from the sale by a United States Alien Holder of
Series A Preferred Securities made to or through a foreign office of a broker
generally will not be subject to information reporting or backup withholding,
except that, if the broker is a United States person, a controlled foreign
corporation for United States tax purposes, or a foreign person 50% or more of
whose gross income is effectively connected with a United States trade or
business for a specified three-year period, information reporting may apply to
such payments. Payments of the proceeds from the sale of Series A Preferred
Securities to or through the United States office of a broker are subject to
information reporting and backup withholding unless the holder or beneficial
owner certifies as to its non-United States status or otherwise establishes an
exemption from information reporting and backup withholding.

S-25
<PAGE> 54

UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement, Georgia
Power Capital has agreed to sell to each of the Underwriters named below, and
each of the Underwriters, for whom Goldman, Sachs & Co. and ,
are acting as Representatives, has severally agreed to purchase from Georgia
Power Capital, the respective number of Series A Preferred Securities set forth
opposite its name below:

<TABLE>
<CAPTION>
NUMBER OF SERIES A
UNDERWRITER PREFERRED SECURITIES
------------------------------------------------------------------ --------------------
<S> <C>
Goldman, Sachs & Co. .............................................
--------------------

--------------------
Total...................................................
================
</TABLE>

Under the terms and conditions of the Underwriting Agreement, the
Underwriters are committed to take and pay for all of such Series A Preferred
Securities offered hereby, if any are taken.

The Underwriters propose to offer the Series A Preferred Securities in part
directly to the public at the initial public offering price set forth on the
cover page of this Prospectus Supplement, and in part to certain securities
dealers at such price less a concession of $ per Series A Preferred
Security. The Underwriters may allow, and such dealers may reallow, a concession
not in excess of $ per Series A Preferred Security to certain brokers and
dealers. After the Series A Preferred Securities are released for sale to the
public, the offering price and other selling terms may from time to time be
varied by the Representatives.

S-26
<PAGE> 55

in the Series A Preferred Securities prior to the commencement of trading on the
New York Stock Exchange, but are not obligated to do so and may discontinue
market making at any time without notice.

Georgia Power Capital and Georgia Power have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended.

Certain of the Underwriters engage in transactions with, and from time to
time have performed services for, Georgia Power and its affiliates in the
ordinary course of business.

LEGAL MATTERS

S-27
<PAGE> 56

PROSPECTUS SUPPLEMENT

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

------------------------------------------------------
------------------------------------------------------
PREFERRED SECURITIES

GEORGIA POWER DELAWARE

CUMULATIVE ADJUSTABLE RATE
MONTHLY INCOME
PREFERRED SECURITIES, SERIES A

GUARANTEED TO THE EXTENT GEORGIA POWER
CAPITAL HAS FUNDS AS SET FORTH HEREIN BY

GEORGIA POWER COMPANY
------------------

PROSPECTUS SUPPLEMENT

------------------
GOLDMAN, SACHS & CO.

REPRESENTATIVES OF THE UNDERWRITERS
------------------------------------------------------
------------------------------------------------------
<PAGE> 57

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor
may offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws
of any such State.

SUBJECT TO COMPLETION, DATED NOVEMBER 10, 1994

PROSPECTUS

$100,000,000

GEORGIA POWER CAPITAL
PREFERRED SECURITIES
GUARANTEED TO THE EXTENT GEORGIA POWER CAPITAL HAS FUNDS AS SET FORTH HEREIN BY

GEORGIA POWER COMPANY
---------------------
Georgia Power Capital, L.P. ("Georgia Power Capital"), a Delaware special
purpose limited partnership in which Georgia Power Company, a Georgia
corporation ("Georgia Power"), is the general partner, may offer, from time to
time, its preferred securities, representing limited partner interests (the
"Preferred Securities"), in one or more series. The payment of periodic cash
distributions ("dividends") with respect to Preferred Securities of any series,
out of funds held by Georgia Power Capital and legally available therefor, and
payments on liquidation or redemption with respect to the Preferred Securities
are guaranteed by Georgia Power to the extent described herein (the
"Guarantee"). Georgia Power's obligations under the Guarantee are subordinate
and junior in right of payment to all other liabilities of Georgia Power (except
those made pari passu (that is, equal in priority) by their terms). Junior
subordinated debentures of Georgia Power ("Junior Subordinated Debentures") also
will be issued and sold from time to time in one or more series by Georgia Power
to Georgia Power Capital in connection with the loan of the proceeds from the
offering of Preferred Securities. The Junior Subordinated Debentures when issued
will be unsecured and subordinate and junior in right of payment to Senior
Indebtedness (as defined herein) of Georgia Power. The Junior Subordinated
Debentures subsequently may be distributed pro rata to holders of Preferred
Securities in connection with the dissolution of Georgia Power Capital upon the
occurrence of certain events as may be described in an accompanying Prospectus
Supplement (the "Prospectus Supplement").

Specific terms of the particular Preferred Securities of any series in
respect of which this Prospectus is being delivered will be set forth in the
accompanying Prospectus Supplement with respect to such series, which will
describe, without limitation and where applicable, the following: the specific
designation, number of Preferred Securities, dividend rate (or the method of
determining such rate), dates on which dividends will be payable, liquidation
preference, voting rights, any redemption provisions, terms for any conversion
or exchange into other securities, the initial public offering price, any
listing on a securities exchange, and any other rights, preferences, privileges,
limitations and restrictions.

The Preferred Securities may be offered in amounts, at prices and on terms
to be determined at the time of offering; provided, however, that the aggregate
initial public offering price of all Preferred Securities shall not exceed
$100,000,000.

The Prospectus Supplement relating to any series of Preferred Securities
will contain information concerning certain United States federal income tax
considerations, if applicable to the Preferred Securities.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS OR THE PROSPECTUS TO
WHICH IT RELATES. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
---------------------
The Preferred Securities will be sold directly, through agents,
underwriters or dealers as designated from time to time, or through a
combination of such methods. If agents or any dealers or underwriters are
involved in the sale of the Preferred Securities in respect of which this
Prospectus is being delivered, the names of such agents, dealers or underwriters
and any applicable commissions or discounts will be set forth in or may be
calculated from the Prospectus Supplement with respect to such Preferred
Securities.
---------------------
The date of this Prospectus is , 1994.
<PAGE> 58

AVAILABLE INFORMATION

Georgia Power is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). These reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549, as well as at the following Regional Offices:
13th Floor, 7 World Trade Center, New York, New York 10048; and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can be
obtained at prescribed rates from the Public Reference Section of the Commission
at 450 Fifth Street, N.W., Washington, D.C. 20549, and can be inspected at the
New York Stock Exchange on which certain securities of Georgia Power are listed.

This Prospectus does not contain all the information set forth in the
Registration Statement on Form S-3 (together with all amendments and exhibits
thereto, the "Registration Statement") filed by Georgia Power Capital and
Georgia Power with the Commission under the Securities Act of 1933, as amended
(the "Securities Act"). Reference is made to the Registration Statement for
further information with respect to Georgia Power, Georgia Power Capital and the
securities offered hereby. Statements contained or incorporated by reference
herein concerning the provisions of documents are necessarily summaries of such
documents, and each statement is qualified in its entirety by reference to the
Registration Statement.

No separate financial statements of Georgia Power Capital have been
included herein. Georgia Power and Georgia Power Capital do not consider that
such financial statements would be material to holders of Preferred Securities
because Georgia Power Capital is a newly formed special purpose entity, has no
operating history, has no independent operations and is not engaged in, and does
not propose to engage in, any activity other than as set forth below. Further,
Georgia Power believes that financial statements of Georgia Power Capital are
not material to the holders of the Preferred Securities since the Preferred
Securities have been structured to provide a guarantee by Georgia Power of the
Preferred Securities on the terms described herein, and an agreement by Georgia
Power, as general partner of Georgia Power Capital, to pay costs and expenses of
Georgia Power Capital, such that the holders of the Preferred Securities with
respect to the payment of dividends and amounts upon redemption, dissolution,
liquidation and winding-up are at least in the same position vis-a-vis the
assets of Georgia Power as they would be if they were preferred stockholders of
Georgia Power. See "Georgia Power Capital", "Description of the Preferred
Securities", "Description of the Guarantee" and "Description of the Junior
Subordinated Debentures". Georgia Power Capital is a limited partnership formed
under the laws of the State of Delaware. Georgia Power is the sole general
partner in Georgia Power Capital and, as of the date hereof, directly or
indirectly beneficially owns, and until the issuance of Preferred Securities
will so own, all of Georgia Power Capital's partnership interests.

2
<PAGE> 59

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

Georgia Power's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993, its Quarterly Reports on Form 10-Q for the periods ended
March 31, 1994 and June 30, 1994 and its Current Report on Form 8-K dated
February 16, 1994, each as filed with the Commission pursuant to the Exchange
Act, are incorporated herein by reference. All documents subsequently filed by
Georgia Power pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
prior to the termination of the offering of the securities offered hereby shall
be deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the date of filing such documents. Any statement contained herein or
in a document all or a portion of which is incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.

Georgia Power hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, on the written or oral
request of any such person, including any beneficial owner, a copy of any or all
of the documents referred to above which have been or may be incorporated in
this Prospectus by reference, other than exhibits to such documents unless such
exhibits are specifically incorporated by reference into the information that
the Prospectus incorporates. Requests for such copies should be directed to
Warren Y. Jobe, Executive Vice President, Treasurer and Chief Financial Officer,
Georgia Power Company, 333 Piedmont Avenue, N.E., Atlanta, Georgia 30308, (404)
526-6526.

GEORGIA POWER CAPITAL

Georgia Power Capital is a limited partnership formed under the laws of the
State of Delaware. Georgia Power Capital exists for the sole purpose of issuing
its partnership interests and lending the proceeds thereof to Georgia Power,
such loans to be evidenced by Junior Subordinated Debentures. Georgia Power is
the sole general partner in Georgia Power Capital (the "General Partner") and,
in such capacity, will agree to pay the costs and expenses of Georgia Power
Capital. Georgia Power LP Holdings Corp., a Georgia corporation and wholly-owned
subsidiary of Georgia Power ("Georgia Power Holdings"), is, as of the date
hereof, the sole limited partner in Georgia Power Capital. Upon the issuance of
Preferred Securities, which securities represent limited partner interests in
Georgia Power Capital, Georgia Power Holdings will remain as a limited partner,
but will have no interest in the profits and dividends or in the assets of
Georgia Power Capital. Georgia Power Capital has a term of approximately 99
years,unless earlier dissolved. Georgia Power Capital's registered office in the
State of Delaware is c/o The Corporation Trust Company, Corporation Trust
Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801,
telephone: (302) 658-7581. All of Georgia Power Capital's business and affairs
will be conducted by Georgia Power, as the sole general partner. The business
address of Georgia Power Capital is c/o Georgia Power Company, 333 Piedmont
Avenue, N.E., Atlanta, Georgia 30308, telephone: (404) 526-6526.

GEORGIA POWER COMPANY

3
<PAGE> 60

affiliates, Alabama Power Company, each owns 50% of the common stock of Southern
Electric Generating Company ("SEGCO"). SEGCO owns electric generating units near
Wilsonville, Alabama. The principal executive offices of Georgia Power are
located at 333 Piedmont Avenue, N.E., Atlanta, Georgia 30308, and the telephone
number is (404). 526-6526.

4
<PAGE> 61

SELECTED INFORMATION

The following material, which is presented herein solely to furnish limited
introductory information regarding Georgia Power, has been selected from, or is
based upon, the detailed information and financial statements appearing in the
documents incorporated herein by reference or elsewhere in this Prospectus, is
qualified in its entirety by reference thereto and, therefore, should be read
together therewith.

GEORGIA POWER COMPANY

<TABLE>
<S> <C>
Business............................. Generation, transmission, distribution and sale of
electric energy
Service Area......................... Approximately 57,200 square miles comprising most of the
State of Georgia
Service Area Population
(1990 Census)...................... Approximately 6,200,000
Customers at December 31, 1993....... 1,644,331
Generating Capacity at December 31,
1993 (kilowatts)................... 13,759,104
Sources of Generation during 1993
(kilowatt-hours)................... Coal (77%), Nuclear (20%), Hydro (3%), Oil and Gas (less
than 0.5%)
Sources of Generation Estimated for
1994 (kilowatt-hours).............. Coal (78%), Nuclear (19%), Hydro (3%), Oil and Gas (less
than 0.5%)
</TABLE>

SELECTED FINANCIAL INFORMATION

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 12 MONTHS ENDED
------------------------------------------ SEPTEMBER 30,
1989 1990(1) 1992(2) 1992 1993 1994(3)
------ ------ ------ ------ ------ ----------------
(MILLIONS, EXCEPT RATIOS) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C>
Operating Revenues(4).............. $4,145 $4,446 $4,301 $4,297 $4,451 $4,211
Income Before Interest Charges..... $ 979 $ 769 $1,006 $1,003 $1,033 $ 914
Net Income After Dividends On
Preferred Stock.................. $ 449 $ 208 $ 475 $ 521 $ 570 $ 506
Ratio of Earnings to Fixed
Charges(5)....................... 2.58 1.91 2.85 3.15 3.46 3.55
Ratio of Earnings to Fixed Charges
Plus Preferred Dividend
Requirements (Pre-Income Tax
Basis(6)......................... 2.12 1.57 2.36 2.59 2.88 2.92
</TABLE>

5
<PAGE> 62

<TABLE>
<CAPTION>
CAPITALIZATION AS OF
JUNE 30, 1994
---------------------------
ACTUAL AS ADJUSTED(7)
------ ----------------
(MILLIONS, EXCEPT
PERCENTAGES)
<S> <C> <C> <C>
Common Stock Equity............................................. $4,028 $4,028 46.2%
Cumulative Preferred Stock...................................... $ 693 $ 693 8.0%
Cumulative Preferred Stock of Subsidiary........................ -- $ 100 1.1%
Long-Term Debt.................................................. $3,899 $3,899 44.7%
------ ------ -----
Total, excluding amounts due within one year of
$644 million........................................ $8,620 $8,720 100.0%
====== ====== =====
</TABLE>

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

(1) Reflects the write-off of certain costs of Plant Vogtle, a two-unit nuclear
generating facility, recorded in 1990 in the after-tax amount of
$218,000,000.
(2) "Income Before Interest Charges" and "Net Income After Dividends On
Preferred Stock" for the year ended December 31,1991 reflect (i) an
increase of approximately $89,000,000 as the result of the consummation of
a settlement with Gulf States Utilities Company of litigation arising out
of certain power sales contracts and (ii) a charge of approximately
$33,000,000 after taxes relating to benefits provided pursuant to a
voluntary work force reduction program announced in late 1991.
(3) "Income Before Interest Charges" and "Net Income After Dividends on
Preferred Stock" for the twelve months ended September 30, 1994 reflect a
charge of approximately $55,000,000 after taxes relating to benefits
provided pursuant to work force reduction programs announced in the first
quarter of 1994.
(4) "Operating Revenues" for the years ended December 31, 1989 and 1990 include
amounts relating to certain energy sales (including sales to affiliates)
that formerly were classified as purchased and interchanged power, net.
Such amounts were reclassified to "Operating Revenues" effective December
31, 1991 in accordance with current accounting requirements of the Federal
Energy Regulatory Commission.
(5) This ratio is computed as follows: (i) "Earnings" have been calculated by
adding to "Income Before Interest Charges" all income taxes deducted
therefrom and the debt portion of allowance for funds used during
construction; and (ii) "Fixed Charges" consist of "Net Interest Charges"
plus the debt portion of allowance for funds used during construction.
(6) In computing this ratio, "Preferred Dividend Requirements" represent the
before income tax earnings necessary to pay such dividends, computed at the
effective tax rates for the applicable periods.
(7) Reflects the proposed sale by Georgia Power Capital of $100,000,000
(aggregate liquidation preference) of Preferred Securities.

USE OF PROCEEDS

Georgia Power Capital will lend all proceeds received from the sale of
Preferred Securities to Georgia Power, such loans to be evidenced by Junior
Subordinated Debentures. Unless otherwise specified in the Prospectus
Supplement, the net proceeds to be received by Georgia Power from such loans
will be used for general corporate purposes, which may include the repayment or
repurchase of its securities.

DESCRIPTION OF THE PREFERRED SECURITIES

Georgia Power Capital may issue, from time to time, Preferred Securities,
in one or more series, having terms described in the Prospectus Supplement
relating thereto. The agreement of limited partnership of Georgia Power Capital
will be amended and restated (as so amended and restated, the "Limited
Partnership Agreement") to authorize the establishment of one or more series of
Preferred Securities, having such terms, including dividends, redemption,
voting, liquidation rights and such other preferred, deferred or other special
rights or such restrictions as shall be set forth therein or otherwise
established by the General Partner pursuant thereto. Reference is made to the
Prospectus Supplement

6
<PAGE> 63

relating to the Preferred Securities of a particular series for specific terms,
including (i) the distinctive designation of such series that shall distinguish
it from other series; (ii) the number of Preferred Securities included in such
series, which number may be increased or decreased from time to time unless
otherwise provided by the General Partner in creating the series; (iii) the
annual dividend rate (or method of determining such rate) for Preferred
Securities of such series and the date or dates upon which such dividends shall
be payable, provided, however, that dividends on any series of Preferred
Securities shall be payable on a monthly basis to holders of such series of
Preferred Securities as of a record date in each month during which such series
of Preferred Securities are outstanding; (iv) whether dividends on Preferred
Securities of such series shall be cumulative, and, in the case of Preferred
Securities of any series having cumulative dividend rights, the date or dates or
method of determining the date or dates from which dividends on Preferred
Securities of such series shall be cumulative; (v) the amount or amounts that
shall be paid out of the assets of Georgia Power Capital to the holders of
Preferred Securities of such series upon voluntary or involuntary dissolution,
winding up or termination of Georgia Power Capital; (vi) the price or prices at
which, the period or periods within which, and the terms and conditions upon
which, Preferred Securities of such series may be redeemed or purchased, in
whole or in part, at the option of Georgia Power Capital or the General Partner;
(vii) the obligation, if any, of Georgia Power Capital to purchase or redeem
Preferred Securities of such series and the price or prices at which, the period
or periods within which, and the terms and conditions upon which, Preferred
Securities of such series shall be purchased or redeemed, in whole or in part,
pursuant to such obligation; (viii) the voting rights, if any, of Preferred
Securities of such series in addition to those required by law, including the
number of votes per Preferred Security and any requirement for the approval by
the holders of Preferred Securities, or of Preferred Securities of one or more
series, or of both, as a condition to specified action or amendments to the
Limited Partnership Agreement; and (ix) any other relative rights, preferences,
privileges, limitations or restrictions of Preferred Securities of the series
not inconsistent with the Limited Partnership Agreement or with applicable law.
All Preferred Securities offered hereby will be guaranteed by Georgia Power to
the extent set forth below under "Description of the Guarantee". Any applicable
federal income tax considerations applicable to any offering of Preferred
Securities will be described in the Prospectus Supplement relating thereto.

DESCRIPTION OF THE GUARANTEE

Set forth below is a summary of information concerning the Guarantee that
will be executed and delivered by Georgia Power for the benefit of the holders
from time to time of Preferred Securities. The summary does not purport to be
complete and is subject in all respects to the provisions of, and is qualified
in its entirety by reference to, the Guarantee, which is filed as an exhibit to
the Registration Statement of which this Prospectus forms apart.

GENERAL

Pursuant to the Guarantee, Georgia Power will irrevocably and
unconditionally agree, to the extent set forth therein, to pay in full, to the
holders of the Preferred Securities of each series, the Guarantee Payments (as
defined below) (without duplication of amounts theretofore paid by Georgia Power
Capital), as and when due, regardless of any defense, right of set-off or
counterclaim that Georgia Power Capital may have or assert. The following
payments with respect to any series of Preferred Securities to the extent not
paid by Georgia Power Capital (the "Guarantee Payments") will be subject to the
Guarantee (without duplication): (i) any accrued and unpaid dividends that are
required to be paid on such series of Preferred Securities, to the extent
Georgia Power Capital shall have sufficient cash on hand to permit such payment
and funds legally available therefor, (ii) the redemption price, including all
accrued and unpaid dividends (the "Redemption Price"), payable out of funds
legally available therefor, with respect to any Preferred Securities called for
redemption by Georgia Power Capital and (iii) upon a liquidation of Georgia
Power Capital, the lesser of (a) the aggregate of the liquidation preference and
all accrued and unpaid dividends on the Preferred Securities of such series to
the date of payment and (b) the amount of assets of Georgia Power Capital
remaining available for distribution to holders of

7
<PAGE> 64

Preferred Securities of such series in liquidation of Georgia Power Capital,
payable in kind. Georgia Power's obligation to make a Guarantee Payment may be
satisfied by direct payment of the required amounts by Georgia Power to the
holders of Preferred Securities or by causing Georgia Power Capital to pay such
amounts to such holders.

If Georgia Power does not make interest payments on the Junior Subordinated
Debentures evidencing loans by Georgia Power Capital, Georgia Power Capital will
not have funds to pay dividends on the Preferred Securities. See "Description of
the Junior Subordinated Debentures -- Certain Covenants of Georgia Power". The
Guarantee will be a full and unconditional guarantee with respect to each series
of Preferred Securities from the time of issuance of such series of Preferred
Securities, but will not apply to any payment of dividends except to the extent
Georgia Power Capital shall have sufficient cash on hand to permit such payment
and funds legally available therefor.

CERTAIN COVENANTS OF GEORGIA POWER

In the Guarantee, Georgia Power will covenant that, so long as any
Preferred Securities remain outstanding, Georgia Power will not declare or pay
any dividend on, or redeem, purchase, acquire or make a liquidation payment with
respect to, any of its capital stock or make any guarantee payment with respect
thereto if at such time Georgia Power shall be in default with respect to its
payment obligations under the Guarantee or there shall have occurred and be
continuing any Event of Default under the Indenture.

AMENDMENTS AND ASSIGNMENT

Except with respect to any changes that do not adversely affect the rights
of holders of Preferred Securities (in which case no consent will be required),
the Guarantee may be amended only with the prior approval of the holders of not
less than 66 2/3% in liquidation preference of the outstanding Preferred
Securities of each affected series (voting together as one class). The manner of
obtaining any such approval of holders of the Preferred Securities of each
series will be as set forth in an accompanying Prospectus Supplement. All
guarantees and agreements contained in the Guarantee shall bind the successors,
assigns, receivers, trustees and representatives of Georgia Power and shall
inure to the benefit of the holders of the Preferred Securities then
outstanding.

TERMINATION OF THE GUARANTEE

The Guarantee will terminate and be of no further force and effect as to
the Preferred Securities of any series upon full payment of the Redemption Price
of all Preferred Securities of such series, and will terminate completely upon
full payment of the amounts payable in accordance with the Limited Partnership
Agreement upon liquidation of Georgia Power Capital. See "Description of the
Junior Subordinated Debentures -- Events of Default" for a description of the
events of default and enforcement rights of the holders of Junior Subordinated
Debentures. The Guarantee will continue to be effective or will be reinstated,
as the case may be, if at any time any holder of Preferred Securities of any
series must restore payment of any sums paid under such series of Preferred
Securities or the Guarantee. The Delaware Revised Uniform Limited Partnership
Act provides that a limited partner of a limited partnership who wrongfully
receives a distribution may be liable to the limited partnership for the amount
of such distribution.

STATUS OF THE GUARANTEE

Georgia Power's obligations under the Guarantee to make the Guarantee
Payments will constitute an unsecured obligation of Georgia Power and will rank
(i) subordinate and junior in right of payment to all other liabilities of
Georgia Power, including the Junior Subordinated Debentures, except those made
pari passu by their terms, (ii) pari passu with the most senior preferred or
preference stock now or hereafter issued by Georgia Power and with any guarantee
now or hereafter entered into by Georgia Power in respect of any preferred or
preference stock of any affiliate of Georgia Power, and (iii) senior to Georgia

8
<PAGE> 65

Power's common stock. The Limited Partnership Agreement provides that each
holder of Preferred Securities by acceptance thereof agrees to the subordination
provisions and other terms of the Guarantee.

The Guarantee will constitute a guarantee of payment and not of collection
(that is, the guaranteed party may institute a legal proceeding directly against
guarantor to enforce its rights under the guarantee without first instituting a
legal proceeding against any other person or entity). The Guarantee will be
deposited with the General Partner to beheld for the benefit of the holders of
each series of the Preferred Securities. In the event of the appointment of a
Special Representative to, among other things, enforce the Guarantee, the
Special Representative may take possession of the Guarantee for such purpose. If
no Special Representative has been appointed to enforce the Guarantee, the
General Partner has the right to enforce the Guarantee on behalf of the holders
of each series of the Preferred Securities. The holders of not less than a
majority in aggregate liquidation preference of the Preferred Securities have
the right to direct the time, method and place of conducting any proceeding for
any remedy available in respect of the Guarantee, including the giving of
directions to the General Partner or the Special Representative, as the case may
be. If the General Partner or the Special Representative fails to enforce the
Guarantee as above provided, any holder of Preferred Securities may institute a
legal proceeding directly against Georgia Power to enforce its rights under the
Guarantee, without first instituting a legal proceeding against Georgia Power
Capital or any other person or entity. The Guarantee will not be discharged
except by payment of the Guarantee Payments in full (without duplication of
amounts theretofore paid by Georgia Power Capital).

GOVERNING LAW

The Guarantee will be governed by and construed in accordance with the laws
of the State of Georgia.

DESCRIPTION OF THE JUNIOR SUBORDINATED DEBENTURES

Junior Subordinated Debentures may be issued from time to time in one or
more series under an indenture, dated as of (the "Indenture"),
between Georgia Power and Trust Company Bank, as Trustee (the "Trustee"). The
following summary does not purport to be complete and is subject in all respects
to the provisions of, and is qualified in its entirety by reference to, the
Indenture, which is filed as an exhibit to the Registration Statement of which
this Prospectus forms a part. Whenever particular provisions or defined terms in
the Indenture are referred to herein, such provisions or defined terms are
incorporated by reference herein. Section and Article references used herein are
references to provisions of the Indenture unless otherwise noted.

GENERAL

The Junior Subordinated Debentures will be unsecured, subordinated
obligations of Georgia Power. The Indenture does not limit the aggregate
principal amount of Junior Subordinated Debentures that may be issued thereunder
and provides that the Junior Subordinated Debentures may be issued thereunder
from time to time in one or more series.

The Junior Subordinated Debentures are issuable in one or more series
pursuant to an indenture supplemental to the Indenture or a resolution of
Georgia Power's Board of Directors or an authorized committee thereof (each, a
"Supplemental Indenture") (Section 2.01). The aggregate principal amount of
Junior Subordinated Debentures relating to Preferred Securities of any series
will be set forth in the Prospectus Supplement for such series and will be equal
to the sum of the aggregate liquidation preference of the Preferred Securities
for such series and the General Partner's capital contribution with respect to
the Preferred Securities for such series. Junior Subordinated Debentures
relating to Preferred Securities of any series subsequently may be distributed
pro rata to holders of Preferred Securities of such series in connection with
the dissolution of Georgia Power Capital upon the occurrence of certain events
described in the Prospectus Supplement relating to the Preferred Securities of
such series.

9
<PAGE> 66

Reference is made to the Prospectus Supplement that will accompany this
Prospectus for the following terms of the series of Junior Subordinated
Debentures relating to the Preferred Securities being offered thereby: (i) the
specific title of such Junior Subordinated Debentures; (ii) any limit on the
aggregate principal amount of such Junior Subordinated Debentures; (iii) the
date or dates on which the principal of such Junior Subordinated Debentures is
payable; (iv) the rate or rates at which such Junior Subordinated Debentures
will bear interest or the manner of calculation of such rate or rates; (v) the
date or dates from which such interest shall accrue, the interest payment dates
on which such interest will be payable or the manner of determination of such
interest payment dates and the record dates for the determination of holders to
whom interest is payable on any such interest payment dates; (vi) the right, if
any, to extend the interest payment periods and the duration of such extension;
(vii) the period or periods within which, the price or prices at which and the
terms and conditions upon which, such Junior Subordinated Debentures may be
redeemed, in whole or in part, at the option of Georgia Power; (viii) the
obligation, if any, of Georgia Power to redeem or purchase such Junior
Subordinated Debentures pursuant to any sinking fund or analogous provisions or
at the option of the holder thereof and the period or periods within which, the
price or prices at which, and the terms and conditions upon which, such Junior
Subordinated Debentures shall be redeemed or purchased, in whole or part,
pursuant to such obligation; (ix) the form of such Junior Subordinated
Debentures; (x) if other than denominations of $25 or any integral multiple
thereof, the denominations in which such Junior Subordinated Debentures shall be
issuable; (xi) any and all other terms with respect to such series; and (xii)
whether such Junior Subordinated Debentures are issuable as a global security,
and in such case, the identity of the depository. (Section 2.01).

The Indenture does not contain any provisions that afford holders of Junior
Subordinated Debentures protection in the event of a highly leveraged
transaction involving Georgia Power.

SUBORDINATION

The Indenture provides that the Junior Subordinated Debentures are
subordinate and junior in right of payment to all Senior Indebtedness (as
defined below) of Georgia Power as provided in the Indenture. No payment of
principal of (including redemption and sinking fund payments), premium, if any,
or interest on, the Junior Subordinated Debentures may be made if any Senior
Indebtedness is not paid when due, any applicable grace period with respect to
such default has ended and such default has not been cured or waived or ceased
to exist, or if the maturity of any Senior Indebtedness has been accelerated
because of a default. Upon any distribution of assets of Georgia Power to
creditors upon any dissolution, winding up, liquidation or reorganization,
whether voluntary or involuntary or in bankruptcy, insolvency, receivership or
other proceedings, all principal of, premium, if any, and interest due or to
become due on, all Senior Indebtedness must be paid in full before the holders
of the Junior Subordinated Debentures are entitled to receive or retain any
payment. The rights of the holders of the Junior Subordinated Debentures will be
subrogated to the rights of the holders of Senior Indebtedness to receive
payments or distributions applicable to Senior Indebtedness until all amounts
owing on the Junior Subordinated Debentures are paid in full. (Sections 14.01 to
14.04).

The term "Senior Indebtedness" shall mean the principal of, premium, if
any, interest on and any other payment due pursuant to any of the following,
whether outstanding at the date of execution of the Indenture or thereafter
incurred, created or assumed:

(a) all indebtedness of Georgia Power evidenced by notes, debentures,
bonds or other securities sold by Georgia Power for money or other
obligations for money borrowed;

(b) all indebtedness of others of the kinds described in the preceding
clause (a) assumed by or guaranteed in any manner by Georgia Power or in
effect guaranteed by Georgia Power; and

(c) all renewals, extensions or refundings of indebtedness of the
kinds described in either of the preceding clauses (a) and (b);

10
<PAGE> 67

unless, in the case of any particular indebtedness, renewal, extension or
refunding, the instrument creating or evidencing the same or the assumption or
guarantee of the same expressly provides that such indebtedness, renewal,
extension or refunding is not superior in right of payment to or is pari passu
with the Junior Subordinated Debentures. Such Senior Indebtedness shall continue
to be Senior Indebtedness and entitled to the benefits of the subordination
provisions irrespective of any amendment, modification or waiver of any term of
such Senior Indebtedness.(Section 1.01).

The Indenture does not limit the aggregate amount of Senior Indebtedness
that may be issued. As of September 30, 1994, Senior Indebtedness of Georgia
Power aggregated approximately $4.3 billion.

CERTAIN COVENANTS OF GEORGIA POWER

Pursuant to the Indenture, Georgia Power will covenant that it will not
declare or pay any dividend on, or purchase, acquire or make a distribution or
liquidation payment with respect to, any of its capital stock, if at such time
(i) there shall have occurred and be continuing any event that would constitute
an Event of Default under the Indenture, (ii) Georgia Power shall be in default
with respect to its payment of any obligations under the Guarantee or (iii)
Georgia Power shall have given notice of its selection of an extended interest
payment period as provided in the Indenture and such period, or any extension
thereof, shall be continuing. (Section 4.06). Georgia Power will also covenant
(i) to remain the sole general partner of Georgia Power Capital and maintain
100% ownership of the general partner interests thereof; provided that any
permitted successor of Georgia Power under the Indenture may succeed to Georgia
Power's duties as General Partner, (ii) to contribute capital to the extent
required to maintain its capital at an amount equal to at least 3% of the total
capital contributions to Georgia Power Capital, (iii) not to voluntarily
dissolve, wind-up or terminate Georgia Power Capital, except in connection with
the distribution of Junior Subordinated Debentures to the holders of Preferred
Securities in liquidation of Georgia Power Capital and in connection with
certain mergers, consolidations or amalgamations permitted by the Limited
Partnership Agreement, (iv) to perform all of its duties as the general partner
in Georgia Power Capital in a timely manner and (v) to use its reasonable
efforts to cause Georgia Power Capital to remain a limited partnership, except
in connection with a distribution of Junior Subordinated Debentures and in
connection with certain mergers, consolidations or amalgamations permitted by
the Limited Partnership Agreement, and otherwise continue to be treated as a
partnership for United States federal income tax purposes. (Section 4.07).

FORM, EXCHANGE, REGISTRATION AND TRANSFER

Junior Subordinated Debentures of each series will be issued in registered
form and in either certificated form or will be represented by one or more
global securities. If not represented by one or more global securities, Junior
Subordinated Debentures may be presented for registration of transfer (with the
form of transfer endorsed thereon duly executed) or exchange, at the office of
the Debenture Registrar, without service charge and upon payment of any taxes
and other governmental charges as described in the Indenture. Such transfer or
exchange will be effected upon Georgia Power or the Debenture Registrar being
satisfied with the documents of title and identity of the person making the
request. Georgia Power has appointed the Trustee as Debenture Registrar with
respect to the Junior Subordinated Debentures. (Section 2.05).

Georgia Power shall not be required to (i) issue, register the transfer of
or exchange any Junior Subordinated Debenture during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of
redemption of less than all the outstanding Junior Subordinated Debentures of
the same series and ending at the close of business on the day of such mailing
or (ii) register the transfer of or exchange any Junior Subordinated Debentures
of any series or portions thereof called for redemption. (Section 2.05).

11
<PAGE> 68

PAYMENT AND PAYING AGENTS

Unless otherwise indicated in an applicable Prospectus Supplement, payment
of principal of and premium (if any) on any Junior Subordinated Debenture will
be made only against surrender to the Paying Agent of such Junior Subordinated
Debenture. Unless otherwise indicated in an applicable Prospectus Supplement,
principal of and any premium and interest, if any, on Junior Subordinated
Debentures will be payable, subject to any applicable laws and regulations, at
the office of such Paying Agent or Paying Agents as Georgia Power may designate
from time to time, except that at the option of Georgia Power payment of any
interest may be made by check mailed to the address of the person entitled
thereto as such address shall appear in the Debenture Register with respect to
such Junior Subordinated Debentures. Unless otherwise indicated in an applicable
Prospectus Supplement, payment of interest on a Junior Subordinated Debenture on
any Interest Payment Date will be made to the person in whose name such Junior
Subordinated Debenture (or Predecessor Security) is registered at the close of
business on the Regular Record Date for such interest payment. (Section 2.03).

Georgia Power will act as Paying Agent with respect to the Junior
Subordinated Debentures. Georgia Power may at any time designate additional
Paying Agents or rescind the Designation of any Paying Agents or approve a
change in the office through which any Paying Agent acts, except that Georgia
Power will be required to maintain a Paying Agent in each Place of Payment for
each series of the Junior Subordinated Debentures. (Sections 4.02 and 4.03).

All moneys paid by Georgia Power to a Paying Agent for the payment of the
principal of or premium or interest, if any, on any Junior Subordinated
Debenture of any series that remain unclaimed at the end of two years after such
principal, premium, if any, or interest shall have become due and payable will
be repaid to Georgia Power and the holder of such Junior Subordinated Debenture
will thereafter look only to Georgia Power for payment thereof. (Section 11.05).

GLOBAL DEBENTURES

If any Junior Subordinated Debentures of a series are represented by one or
more global securities, the applicable Prospectus Supplement will describe the
circumstances, if any, under which beneficial owners of interests in any such
Global Debenture may exchange such interests for Junior Subordinated Debentures
of such series and of like tenor and principal amount in any authorized form and
denomination. Principal of and any premium and interest on a Global Debenture
will be payable in the manner described in the applicable Prospectus Supplement.
(Section 2.11).

The specific terms of the depository arrangement with respect to any
portion of a series of Junior Subordinated Debentures to be represented by a
Global Debenture will be described in the applicable Prospectus Supplement.

MODIFICATION OF THE INDENTURE

The Indenture contains provisions permitting Georgia Power and the Trustee,
with the consent of the holders of not less than a majority in principal amount
of the Junior Subordinated Debentures of each series that are affected by the
modification, to modify the Indenture or any supplemental indenture affecting
that series or the rights of the holders of that series of Junior Subordinated
Debentures; provided, that no such modification may, without the consent of the
holder of each outstanding Junior Subordinated Debenture affected thereby, (i)
extend the fixed maturity of any Junior Subordinated Debentures of any series,
or reduce the principal amount thereof, or reduce the rate or extend the time of
payment of interest thereon, or reduce any premium payable upon the redemption
thereof, without the consent of the holder of each Junior Subordinated Debenture
so affected or (ii) reduce the percentage of Junior Subordinated Debentures, the
holders of which are required to consent to any such supplemental Indenture,
without the consent of the holders of each Junior Subordinated Debenture then
outstanding and affected thereby. (Section 9.02).

12
<PAGE> 69

In addition, Georgia Power and the Trustee may execute, without the consent
of any holder of Junior Subordinated Debentures, any supplemental indenture for
certain other usual purposes including the creation of any new series of Junior
Subordinated Debentures. (Sections 2.01, 9.01 and 10.01).

EVENTS OF DEFAULT

The Indenture provides that any one or more of the following described
events, which has occurred and is continuing, constitutes an "Event of Default"
with respect to each series of Junior Subordinated Debentures:

(a) failure for 10 days to pay interest (including Additional
Interest) on the Junior Subordinated Debentures of that series when due;
provided that a valid extension of the interest payment period by Georgia
Power shall not constitute a default in the payment of interest for this
purpose; or

(b) failure to pay principal or premium, if any, on the Junior
Subordinated Debentures of that series when due whether at maturity, upon
redemption, by declaration or otherwise, or to make any required sinking
fund payment with respect to that series; or

(c) failure to observe or perform any other covenant (other than those
specifically relating to another series) contained in the Indenture for 90
days after written notice to Georgia Power from the Trustee or the holders
of at least 25% in principal amount of the outstanding Junior Subordinated
Debentures of that series; or

(d) the dissolution, winding up or termination of Georgia Power
Capital, except in connection with the distribution of Junior Subordinated
Debentures to the holders of Preferred Securities in liquidation of Georgia
Power Capital and in connection with certain mergers, consolidations or
amalgamations permitted by the Limited Partnership Agreement; or

(e) certain events in bankruptcy, insolvency or reorganization of
Georgia Power. (Section 6.01).

The holders of a majority in aggregate outstanding principal amount of any
series of the Junior Subordinated Debentures have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee for that series. (Section 6.06). The Trustee or the holders of not less
than 25% in aggregate outstanding principal amount of any particular series of
the Junior Subordinated Debentures may declare the principal due and payable
immediately upon an Event of Default with respect to such series, but the
holders of a majority in aggregate outstanding principal amount of such series
may annul such declaration and waive the default with respect to such series if
the default has been cured and a sum sufficient to pay all matured installments
of interest and principal otherwise than by acceleration and any premium has
been deposited with the Trustee. (Sections 6.01 and 6.06).

The holders of a majority in aggregate outstanding principal amount of any
series of the Junior Subordinated Debentures affected thereby may, on behalf of
the holders of all the Junior Subordinated Debentures of such series, waive any
past default, except a default in the payment of principal, premium, if any, or
interest when due otherwise than by acceleration (unless such default has been
cured and a sum sufficient to pay all matured installments of interest and
principal otherwise than by acceleration and any premium has been deposited with
the Trustee) or a call for redemption of Junior Subordinated Debentures of such
series. (Section 6.06). Georgia Power is required to file annually with the
Trustee a certificate as to whether or not Georgia Power is incompliance with
all the conditions and covenants under the Indenture. (Section 5.03(d)).

CONSOLIDATION, MERGER AND SALE

The Indenture does not contain any covenant that restricts Georgia Power's
ability to merge or consolidate with or into any other corporation, sell or
convey all or substantially all of its assets to any person, firm or corporation
or otherwise engage in restructuring transactions, provided that the successor

13
<PAGE> 70

corporation assumes due and punctual payment of principal or premium, if any,and
interest on the Junior Subordinated Debentures. (Section 10.01).

DEFEASANCE AND DISCHARGE

Under the terms of the Indenture, Georgia Power will be discharged from any
and all obligations in respect of the Junior Subordinated Debentures of any
series (except in each case for certain obligations to register the transfer or
exchange of Junior Subordinated Debentures, replace stolen, lost or mutilated
Junior Subordinated Debentures, maintain paying agencies and hold moneys for
payment in trust) if Georgia Power deposits with the Trustee, in trust, moneys
or Government Obligations, in an amount sufficient to pay all the principal of,
and interest on, the Junior Subordinated Debentures of such series on the dates
such payments are due in accordance with the terms of such Junior Subordinated
Debentures. (Sections 11.01 and 11.02).

GOVERNING LAW

The Indenture and the Junior Subordinated Debentures will be governed by,
and construed in accordance with, the laws of the State of New York. (Section
13.05).

INFORMATION CONCERNING THE TRUSTEE

The Trustee, prior to default, undertakes to perform only such duties as
are specifically set forth in the Indenture and, after default, shall exercise
the same degree of care as a prudent individual would exercise in the conduct of
his or her own affairs. (Section 7.01). Subject to such provision, the Trustee
is under no obligation to exercise any of the powers vested in it by the
Indenture at the request of any holder of Junior Subordinated Debentures, unless
offered reasonable indemnity by such holder against the costs, expenses and
liabilities that might be incurred thereby. (Section 7.02). The Trustee is not
required to expend or risk its own funds or otherwise incur personal financial
liability in the performance of its duties if the Trustee reasonably believes
that repayment or adequate indemnity is not reasonably assured to it. (Section
7.01).

Georgia Power has a credit relationship with Trust Company Bank, and any
borrowings by Georgia Power from such bank will constitute Senior Indebtedness.
Trust Company Bank also currently serves as trustee with respect to certain
outstanding pollution control revenue bonds issued for the benefit of Georgia
Power.

MISCELLANEOUS

Georgia Power will have the right at all times to assign any of its rights
or obligations under the Indenture to a direct or indirect wholly-owned
subsidiary of Georgia Power; provided, that, in the event of any such
assignment, Georgia Power will remain liable for all such obligations. Subject
to the foregoing, the Indenture will be binding upon and inure to the benefit of
the parties thereto and their respective successors and assigns. The Indenture
provides that it may not otherwise be assigned by the parties thereto. (Section
13.11).

PLAN OF DISTRIBUTION

Georgia Power Capital may sell any series of Preferred Securities being
offered hereby in one or more of the following ways from time to time: (i) to
underwriters for resale to the public or to institutional investors; (ii)
directly to institutional investors; or (iii) through agents to the public or to
institutional investors. The Prospectus Supplement with respect to each series
of Preferred Securities will set forth the terms of the offering of such
Preferred Securities, including the name or names of any underwriters or agents,
the purchase price of such Preferred Securities and the proceeds to Georgia
Power Capital from such sale, any underwriting discounts or agency fees and
other items constituting underwriters' or

14
<PAGE> 71

agents' compensation, any initial public offering price, any discounts or
concessions allowed or reallowed or paid to dealers and any securities exchanges
on which such Preferred Securities may be listed.

If underwriters participate in the sale, such Preferred Securities will be
acquired by the underwriters for their own account and may be resold from time
to time in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of sale.

Unless otherwise set forth in the Prospectus Supplement, the obligations of
the underwriters to purchase any series of Preferred Securities will be subject
to certain conditions precedent and the underwriters will be obligated to
purchase all of such series of Preferred Securities, if any are purchased.

Underwriters and agents may be entitled under agreements entered into with
Georgia Power and/or Georgia Power Capital to indemnification against certain
civil liabilities, including liabilities under the Securities Act of 1933, as
amended. Underwriters and agents may be customers of, engage in transactions
with, or perform services for Georgia Power in the ordinary course of business.

Each series of Preferred Securities will be a new issue of securities and
will have no established trading market. Any underwriters to whom Preferred
Securities are sold by Georgia Power Capital for public offering and sale may
make a market in such Preferred Securities, but such underwriters will not be
obligated to do so and may discontinue any market making at any time without
notice. The Preferred Securities may or may not be listed on a national
securities exchange.

EXPERTS

The financial statements and schedules of Georgia Power included in Georgia
Power's Annual Report on Form 10-K for the year ended December 31, 1993,
incorporated by reference in this Prospectus, have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their reports with
respect thereto, and are incorporated herein in reliance upon the authority of
said firm as experts in accounting and auditing in giving said reports.
Reference is made to said reports, which include explanatory paragraphs which
refer to an uncertainty with respect to the actions of the regulators regarding
the recoverability of Georgia Power's investment in the Rocky Mountain pumped
storage hydroelectric project and changes in Georgia Power's methods of
accounting for post-retirement benefits other than pensions and for income
taxes. With respect to the Georgia Power unaudited interim financial information
for the periods ended March 31 and June 30, 1994 and 1993 included in Georgia
Power's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1994 and
June 30, 1994, and incorporated by reference herein, Arthur Andersen LLP has
applied limited procedures in accordance with professional standards for a
review of that information. However, their separate reports thereon state that
they did not audit and they do not express an opinion on that interim financial
information. Accordingly, the degree of reliance on their reports on that
information should be restricted in light of the limited nature of the review
procedures applied. In addition, the accountants are not subject to the
liability provisions of Section 11 of the Securities Act for their reports on
the unaudited interim financial information because those reports are not
"reports" or "parts" of the Registration Statement prepared or certified by the
accountants within the meaning of Sections 7 and 11 of the Securities Act.

LEGAL OPINIONS

Certain legal matters in connection with the Preferred Securities will be
passed upon for Georgia Power and Georgia Power Capital by Troutman Sanders,
Atlanta, Georgia, counsel for Georgia Power and Georgia Power Capital, and for
the purchasers or underwriters by Reid & Priest, New York, New York. Certain
matters of Delaware law relating to the validity of the Preferred Securities,
the validity of the Limited Partnership Agreement and the formation of Georgia
Power Capital will be passed upon by Richards, Layton & Finger, P.A.,
Wilmington, Delaware, as special Delaware counsel for Georgia Power and Georgia
Power Capital.

15
<PAGE> 72

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The estimated expenses of issuance and distribution, other than
underwriting discounts and commissions, to be borne by Georgia Power are as
follows:

<TABLE>
<CAPTION>
PREFERRED SECURITIES
------------------------
EACH
INITIAL ADDITIONAL
SALE SALE
------- ----------
<S> <C> <C>
*Filing fees -- Securities and Exchange
Commission -- registration statement....................... $34,483 $ --
Charges of trustee (including counsel)....................... ** **
*Listing fees of New York Stock Exchange..................... ** **
Printing and preparation of registration statement,
prospectus, etc. .......................................... ** **
Rating fees --
Moody's Investors Service, Inc. ........................... ** **
Standard & Poor's Corporation.............................. ** **
Duff and Phelps, Inc. ..................................... ** **
Services of Southern Company Services, Inc. ................. ** **
Fees and expenses of counsel................................. ** **
Blue sky fees and expenses................................... ** **
Fees of accountants, Arthur Andersen LLP. ................... ** **
Miscellaneous, including telephone charges and
traveling expenses......................................... ** **
------- ----------
Total.............................................. $ $
======== ========
</TABLE>

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

* The Prospectus Supplement will reflect actual filing and listing fees based
upon the amount of the related offering.
** To be provided by amendment.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The applicable statutes of the State of Georgia provide that a corporation
may indemnify or obligate itself to indemnify an individual made a party to a
proceeding because he is or was a director of the corporation or is or was
serving at the corporation's request as a director, officer, partner, trustee,
employee, or agent of another foreign or domestic corporation, partnership,
joint venture, trust, employee benefit plan, or another enterprise against
liability incurred in the proceeding if he acted in a manner he believed in good
faith to be in or not opposed to the best interest of the corporation and, in
the case of any criminal proceeding, he had no reasonable cause to believe his
conduct was unlawful. However, a corporation generally may not indemnify a
director in connection with a proceeding by or in the right of the corporation
in which the director was adjudged liable to the corporation, or in connection
with any other proceeding in which he was adjudged liable on the basis that
personal benefit was improperly received by him. In addition, unless limited by
its articles of incorporation, to the extent that a director has been
successful, on the merits or otherwise, in the defense of any proceeding to
which he was a party, or in defense of any claim, issue or matter therein,
because he is or was a director of the corporation, the corporation shall
indemnify the director against reasonable expenses incurred by him in connection
therewith. Also, unless a corporation's articles of incorporation provide
otherwise, an officer of the corporation who is not a director is entitled to
mandatory indemnification to the same extent as a director, and a corporation
may also indemnify an officer, employee or agent who is not a director to the
extent,

II-1
<PAGE> 73

consistent with public policy, that may be provided by its articles of
incorporation, by-laws, general or specific action of its board of directors, or
contract.

Section 41 of the By-laws of Georgia Power provides in pertinent part as
follows:

Each who is or was a director or officer of the Company or is or was
an employee of the Company holding one or more positions of management
through and inclusive of department managers (but not positions below the
level of department managers) (such positions being hereinafter referred to
as "Management Positions") and who was or is a party or was or is
threatened to be made a party to any threatened, pending or completed
claim, action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that he is or was a director or
officer of the Company or is or was an employee of the Company holding one
or more Management Positions, or is or was serving at the request of the
Company as a director, officer, employee, agent or trustee of another
corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, shall be indemnified by the Company as a matter of right
against any and all expenses (including attorneys' fees) actually and
reasonably incurred by him and against any and all claims, judgments,
fines, penalties, liabilities and amounts paid in settlement actually
incurred by him in defense of such claim, action, suit or proceeding,
including appeals, to the full extent permitted by applicable law. The
indemnification provided by this Section shall inure to the benefit of the
heirs, executors and administrators of such person.

Expenses (including attorneys' fees) incurred by a director or officer
of the Company or employee of the Company holding one or more Management
Positions with respect to the defense of any such claim, action, suit or
proceeding maybe advanced by the Company prior to the final disposition of
such claim, action, suit or proceeding, as authorized by the Board of
Directors in the specific case, upon receipt of an undertaking by or on
behalf of such person to repay such amount unless it shall ultimately be
determined that such person is entitled to be indemnified by the Company
under this Section or otherwise; provided, however, that the advancement of
such expenses shall not be deemed to be indemnification unless and until it
shall ultimately be determined that such person is entitled to be
indemnified by the Company.

The Company may purchase and maintain insurance at the expense of the
Company on behalf of any person who is or was a director, officer,
employee, or agent of the Company, or any person who is or was serving at
the request of the Company as director (or the equivalent), officer,
employee, agent or trustee of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, against any
liability or expense (including attorneys' fees) asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the Company would have the power to indemnify him against
such liability or expense under this Section or otherwise.

Without limiting the generality of the foregoing provisions, no
present or future director or officer of the Company, or his heirs,
executors, or administrators, shall be liable for any act, omission, step,
or conduct taken or had in good faith, which is required, authorized, or
approved by any order or orders issued pursuant to the Public Utility
Holding Company Act of 1935, the Federal Power Act, or any federal or state
statute or municipal ordinance regulating the Company or its parent by
reason of their being holding or investment companies, public utility
companies, public utility holding companies, or subsidiaries of public
utility holding companies. In any action, suit, or proceeding based on any
act, omission, step, or conduct, as in this paragraph described, the
provisions hereof shall be brought to the attention of the court. In the
event that the foregoing provisions of this paragraph are found by the
court not to constitute a valid defense on the grounds of not being
applicable to the particular class of plaintiff, each such director and
officer, and his heirs, executors and administrators, shall be reimbursed
for, or indemnified against, all expenses and liabilities incurred by him
or imposed on him, in connection with, or arising out of, any such action,
suit, or proceeding based on any act, omission, step, or conduct taken or
had in good faith as in this paragraph described. Such

II-2
<PAGE> 74

expenses and liabilities shall include, but shall not be limited to,
judgments, court costs, and attorneys' fees.

The foregoing rights shall not be exclusive of any other rights to
which any such director or officer or employee may otherwise be entitled
and shall be available whether or not the director or officer or employee
continues to be a director or officer or employee at the time of incurring
any such expenses and liabilities.

Georgia Power has an insurance policy covering its liabilities and expenses
which might arise in connection with its lawful indemnification of its directors
and officers for certain of their liabilities and expenses and also covering its
officers and directors against certain other liabilities and expenses.

ITEM 16. EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER
------
<C> <S> <C>
1.1 -- Form of Underwriting Agreement.
4.1 -- Form of Indenture between Georgia Power and Trust Company Bank, as Trustee.
4.2 -- Form of Supplemental Indenture to Indenture to be used in connection with the
issuance of Junior Subordinated Debentures and fixed rate Preferred Securities.
4.3 -- Form of Supplemental Indenture to Indenture to be used in connection with the
issuance of Junior Subordinated Debentures and adjustable rate Preferred
Securities.*
4.4 -- Certificate of Limited Partnership of Georgia Power Capital.
4.5 -- Form of Amended and Restated Agreement of Limited Partnership of Georgia Power
Capital.
4.6 -- Form of Preferred Security (included in Exhibit 4.5 above).
4.7 -- Form of Action of General Partner creating fixed rate Preferred Securities.
4.8 -- Form of Action of General Partner creating adjustable rate Preferred Securities.*
4.9 -- Form of Junior Subordinated Debenture (included in Exhibit 4.2).
4.10 -- Form of Guarantee Agreement with respect to Preferred Securities.
5.1 -- Opinion of Troutman Sanders.*
5.2 -- Opinion of Richards, Layton & Finger, P.A.*
8.1 -- Tax Opinion of Troutman Sanders.*
12.1 -- Computations of ratio of earnings to fixed charges and ratio of earnings to fixed
charges plus dividend requirements (pre-income tax basis).
23.1 -- Consent of Arthur Andersen.
23.2 -- Consent of Troutman Sanders (included in Exhibit 5.1 above).
23.3 -- Consent of Troutman Sanders (included in Exhibit 8.1 above).
23.4 -- Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2 above).
24.1 -- Powers of Attorney.
25.1 -- Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of
Trust Company Bank, as Trustee under the Indenture.
</TABLE>

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

* To be subsequently filed or incorporated by reference.

II-3
<PAGE> 75

ITEM 17. UNDERTAKINGS.

(a) Undertaking related to Rule 415 offering:

The undersigned registrants hereby undertake:

(1) To file,during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent Exhibit Number post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the registration statement;

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
registrants pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.

(b) Undertaking related to filings incorporating subsequent Securities
Exchange Act of 1934 documents by reference:

The undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
Georgia Power's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrants pursuant to the foregoing provisions
or otherwise, the registrants have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrants of expenses incurred or paid by a director,
officer or controlling person of the registrants in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrants will, unless in the opinion of their counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

II-4
<PAGE> 76

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, GEORGIA POWER
COMPANY CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF
THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF ATLANTA, STATE OF GEORGIA, ON THE 10TH DAY OF
NOVEMBER, 1994.

GEORGIA POWER COMPANY

By: /s/ WARREN Y. JOBE
----------------------------------
Warren Y. Jobe
Executive Vice President,
Treasurer and Chief Financial
Officer

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, GEORGIA POWER
CAPITAL, L.P., CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS
ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF ATLANTA, STATE OF GEORGIA, ON THE 10TH DAY OF
NOVEMBER, 1994.

GEORGIA POWER CAPITAL, L.P.

By: GEORGIA POWER COMPANY,
GENERAL PARTNER

By: /s/ WARREN Y. JOBE
----------------------------------
Warren Y. Jobe
Executive Vice President,
Treasurer and Chief Financial
Officer

II-5
<PAGE> 77

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING DIRECTORS AND OFFICERS
OF GEORGIA POWER COMPANY IN THE CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------- --------------------------- ------------------
<C> <S> <C>
H. ALLEN FRANKLIN President and Chief
Executive Officer and
Director (Principal
Executive Officer)
WARREN Y. JOBE Executive Vice President,
Treasurer and Chief
Financial Officer and
Director (Principal
Financial Officer)

C. B. HARRELD Vice President and
Comptroller (Principal
Accounting Officer)
EDWARD L. ADDISON

BENNETT A. BROWN

A. W. DAHLBERG, III

WILLIAM A. FICKLING, JR.

L. G. HARDMAN III

JAMES R. LIENTZ, JR.

WILLIAM A. PARKER, JR. Directors

G. JOSEPH PRENDERGAST

HERMAN J. RUSSELL

GLORIA M. SHATTO

WILLIAM JERRY VEREEN

THOMAS R. WILLIAMS

By: /s/ WAYNE BOSTON November 10, 1994
- ---------------------------------------------
(Wayne Boston, Attorney-in-Fact)
</TABLE>

II-6
<PAGE> 78

EXHIBIT INDEX

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER PAGE
------ ------------
<C> <S> <C> <C>
1.1 -- Form of Underwriting Agreement.
4.1 -- Form of Indenture between Georgia Power and Trust Company Bank, as
Trustee.
4.2 -- Form of Supplemental Indenture to Indenture to be used in connection
with the issuance of Junior Subordinated Debentures and fixed rate
Preferred Securities.
4.3 -- Form of Supplemental Indenture to Indenture to be used in connection
with the issuance of Junior Subordinated Debentures and adjustable
rate Preferred Securities.*
4.4 -- Certificate of Limited Partnership of Georgia Power Capital.
4.5 -- Form of Amended and Restated Agreement of Limited Partnership of
Georgia Power Capital.
4.6 -- Form of Preferred Security (included in Exhibit 4.5 above).
4.7 -- Form of Action of General Partner creating fixed rate Preferred
Securities.
4.8 -- Form of Action of General Partner creating adjustable rate Preferred
Securities.*
4.9 -- Form of Junior Subordinated Debenture (included in Exhibit 4.2).
4.10 -- Form of Guarantee Agreement with respect to Preferred Securities.
5.1 -- Opinion of Troutman Sanders.*
5.2 -- Opinion of Richards, Layton & Finger, P.A.*
8.1 -- Tax Opinion of Troutman Sanders.*
12.1 -- Computations of ratio of earnings to fixed charges and ratio of
earnings to fixed charges plus dividend requirements (pre-income
tax basis).
23.1 -- Consent of Arthur Andersen.
23.2 -- Consent of Troutman Sanders (included in Exhibit 5.1 above).
23.3 -- Consent of Troutman Sanders (included in Exhibit 8.1 above).
23.4 -- Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2
above).
24.1 -- Powers of Attorney.
25.1 -- Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of Trust Company Bank, as Trustee under the Indenture.
</TABLE>

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

* To be subsequently filed or incorporated by reference.

<PAGE> 1
Exhibit 1.1

GEORGIA POWER CAPITAL, L.P.
CUMULATIVE MONTHLY INCOME PREFERRED SECURITIES, SERIES A
(LIQUIDATION PREFERENCE $25 PER PREFERRED SECURITY)
GUARANTEED BY
GEORGIA POWER COMPANY

Underwriting Agreement

______________, 1994

Goldman, Sachs & Co.
[INSERT NAMES OF CO-MANAGERS]
[As Representatives of the Several Underwriters]
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

Ladies and Gentlemen:

Georgia Power Capital, L.P., a limited partnership formed under the laws of
the State of Delaware (the "Partnership"), and Georgia Power Company, a Georgia
corporation, as guarantor (the "Guarantor") and provider of certain Guarantor
Securities (as defined below), propose, subject to the terms and conditions
stated herein, that the Partnership issue and sell to the Underwriters named in
Schedule I hereto (the "Underwriters") an aggregate of __________ limited
partner interests of the Partnership of a series designated the Cumulative
Monthly Income Preferred Securities, Series A (liquidation preference $25 per
Preferred Security) (the "Preferred Securities"), (i) guaranteed pursuant to
the Guarantee Agreement of the Guarantor (the "Guarantee"), as to the payment
of dividends, to the extent the Partnership has sufficient cash on hand to
permit such payment and funds legally available therefor, and as to payments on
liquidation or redemption and (ii) entitled to the benefits of the Guarantor
Securities (as defined below) described in the Final Supplemented Prospectus
(as defined in Section 1(a) hereof) provided by the Guarantor. The proceeds
from the sale of the Preferred Securities will be loaned by the Partnership to
the Guarantor, such loan to be evidenced by junior subordinated debentures (the
"Debentures") issued by the Guarantor pursuant to the Indenture (the
"Indenture"), dated as of __________, 1994, between the Guarantor and Trust
Company Bank, as trustee (the "Trustee"). The Debentures and the Guarantee are
hereinafter referred to collectively as the "Guarantor Securities," and the
Preferred Securities and the Guarantor Securities are hereinafter referred to
collectively as the "Securities."

<PAGE> 2
1. Each of the Partnership and the Guarantor jointly and severally warrants
and represents to, and agrees with, each of the Underwriters that:

(a) A registration statement on Form S-3 (File No. 33-__________) in
respect of the Securities has been prepared and filed in accordance with the
provisions of the Securities Act of 1933, as amended (the "Act"), with the
Securities and Exchange Commission (the "Commission"); such registration
statement and any post-effective amendment thereto, each in the form heretofore
delivered or to be delivered to the Representatives, and to the Representatives
for each of the other Underwriters, have been declared effective by the
Commission in such form (except that copies of the registration statement and
any post-effective amendment delivered to the Representatives for each of the
other Underwriters need not include exhibits but shall include all documents
incorporated by reference therein); and no stop order suspending the
effectiveness of such registration statement has been issued and no proceeding
for that purpose has been initiated or threatened by the Commission (any
preliminary prospectus, as supplemented by a preliminary prospectus supplement,
included in such registration statement or filed with the Commission pursuant
to Rule 424(a) of the rules and regulations of the Commission under the Act,
being hereinafter called a "Preliminary Prospectus"); such registration
statement, as it became effective, including the exhibits thereto and all
documents incorporated by reference therein pursuant to Item 12 of Form S-3 at
the time such registration statement became effective, being hereinafter called
the "Registration Statement"; the prospectus relating to the Securities, in the
form in which it was included in the Registration Statement at the time it
became effective, being hereinafter called the "Prospectus"; any reference
herein to any Preliminary Prospectus or the Prospectus shall be deemed to refer
to and include the documents incorporated by reference therein pursuant to Item
12 of Form S-3 under the Act, as of the date of such Preliminary Prospectus or
Prospectus, as the case may be; any reference to any amendment or supplement to
any Preliminary Prospectus or the Prospectus shall be deemed to refer to and
include any documents filed after the date of such Preliminary Prospectus or
Prospectus, as the case may be, under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and incorporated by reference in such Preliminary
Prospectus or Prospectus, as the case may be; any reference to any amendment to
the Registration Statement shall be deemed to refer to and include any annual
report of the Guarantor filed pursuant to Section 13(a) or 15(d) of the
Exchange Act after the effective date of the Registration Statement that is
incorporated by reference in the Registration Statement; the Prospectus as
supplemented on __________, 1994, in the form in which it was filed with the
Commission pursuant to Rule 424(b) under the Act, including any documents
incorporated by reference therein as of the date of such

-2-
<PAGE> 3
filing, being hereinafter called the "Preliminary Supplemented Prospectus;" and
the Prospectus as amended or supplemented in final form in the form in which it
is filed with the Commission pursuant to Rule 424(b) under the Act in
accordance with Section 5(a) hereof, including any documents incorporated by
reference therein as of the date of such filing, being hereinafter called the
"Final Supplemented Prospectus");

(b) The documents incorporated by reference in the Registration Statement
or Prospectus, when they were filed with the Commission complied in all
material respects with the applicable provisions of the Exchange Act and the
rules and regulations of the Commission thereunder, and as of such time, when
read together with the Prospectus, none of such documents contained an untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; and any further
documents so filed and incorporated by reference in the Prospectus or any
further amendment or supplement thereto, when such documents are filed with the
Commission will comply in all material respects with the applicable provisions
of the Exchange Act and the rules and regulations of the Commission thereunder
and, when read together with the Prospectus as it otherwise may be amended or
supplemented, will not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, except that neither the Partnership nor the Guarantor
makes any warranty or representation to any Underwriter with respect to any
statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Partnership or the Guarantor by an
Underwriter through you expressly for use in the Preliminary Supplemented
Prospectus or the Final Supplemented Prospectus;

(c) The Preliminary Prospectus, at the time of filing thereof, complied in
all material respects with the applicable provisions of the Act and the rules
and regulations of the Commission thereunder and did not contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; except that neither
the Partnership nor the Guarantor makes any warranty or representation to any
Underwriter with respect to any statements or omissions made in reliance upon
and in conformity with information furnished in writing to the Partnership or
the Guarantor by an Underwriter through you expressly for use therein;

(d) The Registration Statement, the Prospectus and, to the extent not used
to confirm sales of the Securities, the

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<PAGE> 4
Preliminary Supplemented Prospectus, comply, and the Final Supplemented
Prospectus and any further amendments or supplements to the Registration
Statement or the Prospectus, when any such post-effective amendments are
declared effective or supplements are filed with the Commission, as the case
may be, will comply, in all material respects with the applicable provisions of
the Act, the Trust Indenture Act of 1939, as amended (the "Trust Indenture
Act") and the rules and regulations of the Commission thereunder and do not and
will not, (i) as of the applicable effective date as to the Registration
Statement and any amendment thereto, (ii) as of the filing date thereof as to
the Preliminary Supplemented Prospectus, and (iii) as of the applicable filing
date as to the Final Supplemented Prospectus and any Prospectus as further
amended or supplemented, contain an untrue statement of a material fact or omit
to state a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading;
except that neither the Guarantor nor the Partnership makes any warranties or
representations with respect to (A) that part of the Registration Statement
which shall constitute the Statement of Eligibility (Form T-1) under the Trust
Indenture Act (the "Form T-1"), (B) statements or omissions made in the
Registration Statement or the Final Supplemented Prospectus in reliance upon
and in conformity with information furnished in writing to the Partnership or
the Guarantor by an Underwriter expressly for use therein or (C) any
information set forth in the Preliminary Supplemented Prospectus or the Final
Supplemented Prospectus under the caption "Book-Entry-Only Issuance -- The
Depository Trust Company";

(e) The Partnership has no subsidiaries. Since the respective dates as of
which information is given in the Registration Statement and the Final
Supplemented Prospectus there has not been any material adverse change in the
business, properties or financial condition of the Guarantor from that set
forth in or contemplated by the Final Supplemented Prospectus;

(f) The Order of the Georgia Public Service Commission approving the
issuance by the Guarantor of the Debentures (the "Order") has been duly issued
and remains in full force and effect without amendment or modification, and is
not the subject of any appeal or other proceeding;

(g) The Partnership has been duly formed and is validly existing in good
standing as a limited partnership under the laws of the State of Delaware, with
power and authority to own its properties and conduct its business as described
in the Prospectus, as amended or supplemented, and has been duly qualified as a
foreign limited partnership for the transaction of business and is in good
standing under the laws of the State of Georgia and each other jurisdiction the
failure so to qualify would have a material adverse effect on the Partnership;

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<PAGE> 5
(h) The Guarantor has been duly incorporated and is validly existing and
in good standing as a corporation under the laws of the State of Georgia, and
has due corporate authority to carry on the public utility business in which it
is engaged and to own and operate the properties used by it in such business as
described in the Prospectus, as amended or supplemented;

(i) The Preferred Securities have been duly and validly authorized by the
Partnership and, when issued and delivered against payment therefor as provided
herein and in the Partnership Agreement (as defined below), will be validly
issued, fully paid and nonassessable limited partner interests in the
Partnership and will conform as to legal matters to the description thereof
contained in the Final Supplemented Prospectus;

(j) The issuance and delivery of the Debentures have been duly authorized
by the Guarantor and, when the Debentures have been duly executed,
authenticated, issued and delivered in accordance with this Agreement and the
Indenture, the Debentures will constitute valid and legally binding obligations
of the Guarantor entitled to the benefits provided by the Indenture; subject,
as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and
other laws relating to or affecting creditors' rights generally and to general
principles of equity; at the Time of Delivery (as defined below) the Indenture
will have been duly authorized, executed and delivered and the Indenture will
be duly qualified under the Trust Indenture Act and will constitute a valid and
legally binding obligation of the Guarantor, enforceable in accordance with its
terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization,
moratorium and other laws relating to or affecting creditors' rights generally
and to general principles of equity; the Debentures and the Indenture conform
as to legal matters to the descriptions thereof in the Final Supplemented
Prospectus; and the Indenture will be substantially in the form filed as an
exhibit to the Registration Statement;

(k) The Amended and Restated Agreement of Limited Partnership of the
Partnership dated the date hereof (the "Partnership Agreement") has been duly
authorized by the Guarantor and constitutes a legal, valid and binding
agreement of the Guarantor and is enforceable against the Guarantor in
accordance with its terms, subject, as to enforcement, to the effect upon the
Partnership Agreement of (1) bankruptcy, insolvency, moratorium, receivership,
reorganization, liquidation, fraudulent conveyance and other similar laws
relating to or affecting the rights and remedies of creditors generally, and
(2) principles of equity (regardless of whether considered and applied in a
proceeding in equity or at law);

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<PAGE> 6
(l) The issuance of the Guarantee has been duly authorized by the
Guarantor and, when executed and delivered by the Guarantor, will constitute a
valid and legally binding obligation of the Guarantor, enforceable in
accordance with its terms, subject, as to enforcement, to bankruptcy,
insolvency, reorganization, moratorium and other laws relating to or affecting
creditors' rights generally and to general principles of equity; and the
Guarantee will conform as to legal matters to the description thereof in the
Final Supplemented Prospectus;

(m) All of the issued general partner interests of the Partnership are
owned by the Guarantor and have been duly and validly authorized and validly
issued, and the interest of the Guarantor is free and clear of all liens,
encumbrances, equities or claims; and the Partnership is not a party to or
otherwise bound by any agreement other than this Agreement, the Partnership
Agreement and the agreements contemplated by the Final Supplemented Prospectus;

(n) The Partnership is not in violation of its Certificate of Limited
Partnership or the Partnership Agreement, or in default in the performance or
observance of any material obligation, agreement, covenant or condition
contained in any contract, agreement or other instrument to which it is a party
or by which it may be bound, the effect of which is material to the
Partnership, and neither the execution or delivery of this Agreement, the
consummation of the transactions herein contemplated, the fulfillment of the
terms hereof, nor compliance with the terms and provisions hereof will conflict
with, or result in a breach or violation of, or constitute a default under (i)
its Certificate of Limited Partnership or the Partnership Agreement, or any
contract, agreement or other instrument to which the Partnership is a party or
by which it may be bound or (ii) any statute, order, rule or regulation
applicable to the Partnership of any court or any federal or state governmental
agency or body having jurisdiction over the Partnership or over any of its
properties; and no consent, approval, authorization, order, registration or
qualification of or with any such court or governmental agency or body is
required solely as a result of the issuance and sale or delivery by the
Partnership of the Securities pursuant to this Agreement, the execution,
delivery and performance by the Partnership of this Agreement, or the
consummation of the transactions contemplated in this Agreement, except as set
forth in Section 1(f) above and except for the SEC Order (as hereinafter
defined) and the registration under the Act of the Securities, the
qualification of the Indenture under the Trust Indenture Act and such consents,
approvals, authorizations, registrations or qualifications as may be required
under state securities or Blue Sky laws in connection with the purchase of the
Preferred Securities and the distribution of the Securities by the
Underwriters;

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<PAGE> 7
(o) The consummation of the transactions herein contemplated and the
performance by the Guarantor of the terms of this Agreement will not violate
any of the terms, conditions or provisions of, or constitute a default under,
any indenture or other contract or agreement to which the Guarantor is now a
party or the charter or by-laws, as amended, of the Guarantor or any order of
any court or administrative agency entered in any proceedings to which the
Guarantor is now a party;

(p) Neither the Partnership nor the Guarantor nor any of the Guarantor's
other subsidiaries is and, after giving effect to the offering and sale of the
Preferred Securities, will be an "investment company" or an entity "controlled"
by an "investment company," as such terms are defined in the Investment Company
Act of 1940, as amended (the "Investment Company Act").

2. Subject to the terms and conditions herein set forth, the Partnership
agrees to issue and sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the
Partnership, at a purchase price per Preferred Security of $__________, the
number of Preferred Securities set forth opposite the name of such Underwriter
in Schedule I hereto. The Guarantor agrees to issue the Guarantor Securities
concurrently with the issuance and sale of the Preferred Securities as
contemplated herein.

As the proceeds of the sale of the Preferred Securities will be loaned to
the Guarantor, the Guarantor hereby agrees to pay at the Time of Delivery (as
defined in Section 4 hereof) to Goldman, Sachs & Co. for the accounts of the
several Underwriters, an amount equal to $__________ per Preferred Security for
the Preferred Securities to be delivered by the Partnership hereunder at the
Time of Delivery; provided, however, that such compensation will be an amount
equal to $__________ per Preferred Security for Preferred Securities sold to
certain institutions and to be delivered by the Partnership hereunder at the
Time of Delivery. The Underwriters shall inform the Guarantor in writing, not
later than the business day prior to the Time of Delivery, of the number of
Preferred Securities sold to such institutions.

3. Upon the authorization by you of the release of the Preferred
Securities, the several Underwriters propose to offer the Preferred Securities
for sale upon the terms and conditions set forth in the Final Supplemented
Prospectus.

4. A certificate in definitive form for the Preferred Securities to be
purchased by the Underwriters hereunder registered in the name of "Cede & Co.",
shall be delivered by or on behalf of the Partnership to the Depository (as
defined below) for the account of each such Underwriter, against payment by
such Underwriter or on its behalf of the purchase price therefor by

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<PAGE> 8
certified or official bank check or checks or wire transfer in [New York
Clearing House (next day)] funds. The time, date and location of such delivery
and payment shall be 10:00 a.m. New York time, on _________, 1994, or at such
other time and date as you and the Partnership or the Guarantor may agree upon
in writing at the offices of Reid & Priest, 40 West 57th Street, New York, New
York 10019. Such time and date for delivery of the Preferred Securities is
herein called the "Time of Delivery." Such certificate will be made available
for checking and packaging at least twenty-four hours prior to the Time of
Delivery at the office of The Depository Trust Company (the "Depository"), 55
Water Street, New York, New York 10004.

At the Time of Delivery, the Guarantor will pay, or cause to be paid, the
compensation payable to the Underwriters under Section 2 hereof by certified or
official bank check or checks or wire transfer in [New York Clearing House
(next day) funds].

5. In further consideration of the agreements of the Underwriters herein
contained, each of the Partnership and the Guarantor jointly and severally
covenants as follows:

(a) As soon as practicable after the date of this agreement, and in any
event within the time prescribed by Rule 424 under the Act, to file the Final
Supplemented Prospectus with the Commission and to advise you of such filing
and to confirm such advice in writing;

(b) As soon as the Guarantor is advised thereof, to advise you and confirm
the advice in writing of any request made by the Commission for amendments to
the Registration Statement or Prospectus, as from time to time amended or
supplemented including any amendment to any of the documents incorporated
therein by reference pursuant to Item 12 of Form S-3, or of the issue of a stop
order suspending the effectiveness of the Registration Statement or of the
initiation or threat of any proceedings for that purpose and, if such a stop
order should be issued by the Commission, to make every reasonable effort to
obtain the lifting or removal thereof as soon as possible;

(c) To deliver to the Underwriters, without charge, as soon as practicable
on or after the date of this Agreement, and from time to time thereafter during
such period of time (not exceeding nine months) after the date of this
Agreement as the Underwriters are required by law to deliver a prospectus, as
many copies of the Final Supplemented Prospectus (as supplemented or amended if
the Guarantor shall have made any supplements or amendments thereto) as you may
reasonably request; and, in case any Underwriter is required by law to deliver
a prospectus after the expiration of nine months after the date of this
Agreement, to furnish to such Underwriter, upon your request, at the expense of

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<PAGE> 9
such Underwriter, a reasonable quantity of a supplemental prospectus or of
supplements to the Final Supplemented Prospectus complying with Section 10(a)
(3) of the Act;

(d) In the case of the Guarantor, during such period of time after the
date of this Agreement as the Underwriters are required by law to deliver a
prospectus, to file timely all documents required to be filed with the
Commission pursuant to Section 13 or 14 of the Exchange Act;

(e) For such period of time (not exceeding nine months) after the date of
this Agreement as the Underwriters are required by law to deliver a prospectus,
if any event shall have occurred as a result of which it is necessary to amend
or supplement the Final Supplemented Prospectus (as then amended or
supplemented) in order to make the statements therein, in the light of the
circumstances when such Final Supplemented Prospectus is delivered to a
purchaser, not misleading, forthwith to amend or supplement such Final
Supplemented Prospectus by either (i) preparing and furnishing, at its own
expense, to the Underwriters and to dealers (whose names and addresses are
furnished to the Guarantor by you) to whom Preferred Securities may have been
sold by you on behalf of the Underwriters and, upon request, to any other
dealers making such request, either amendments to such Final Supplemented
Prospectus or supplements thereto, or (ii) making an appropriate filing
pursuant to Section 13 or 14 of the Exchange Act which would supplement or
amend such Final Supplemented Prospectus, so that the statements in such Final
Supplemented Prospectus as so amended or supplemented will not, in the light of
the circumstances when such Final Supplemented Prospectus is delivered to a
purchaser, be misleading;

(f) To use best efforts to qualify the Securities for offer and sale under
the securities or blue sky laws of such jurisdictions as you may designate
within six months after the date of this Agreement and to pay filing fees and
disbursements in connection therewith in an amount not exceeding $3,500 in the
aggregate (including filing fees and disbursements paid or incurred prior to
the date of this Agreement); provided, however, that neither the Partnership
nor the Guarantor shall be required to qualify as a foreign partnership or
corporation or to file a consent to service of process or to file annual
reports or to comply with any requirements deemed by the Guarantor to be unduly
burdensome;

(g) In the case of the Guarantor, to make generally available to its
securityholders, as soon as practicable, an earning statement of the Guarantor
and its subsidiaries (which need not be audited) covering a period of at least
twelve months beginning with the first day of the month immediately following
the effective date of the Registration Statement as defined in Rule

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<PAGE> 10
158(c) under the Act, which earning statement shall satisfy the provisions of
Section 11(a) of the Act;

(h) During the period beginning from the date hereof and continuing to and
including the earlier of (i) the date which is after the Time of Delivery on
which the distribution of the Securities ceases, as determined by you, and (ii)
the date which is 30 days after the Time of Delivery, each of the Partnership
and the Guarantor agrees not to offer, sell, contract to sell or otherwise
dispose of any Preferred Securities, any limited partnership interests of the
Partnership, or any preferred stock or any other securities of the Partnership
or the Guarantor which are substantially similar to the Preferred Securities
including the Guarantee, or any securities convertible into or exchangeable for
Preferred Securities, limited partnership interests, preferred stock or such
substantially similar securities of either the Partnership or the Guarantor,
without your prior written consent; and

(i) To use its best efforts to list, subject to notice of issuance, the
Preferred Securities on the New York Stock Exchange.

6. The Partnership and the Guarantor jointly and severally covenant and
agree with the several Underwriters that the Partnership and the Guarantor will
pay or cause to be paid the following: (i) the fees, disbursements and
expenses of the Partnership's and the Guarantor's counsel and accountants in
connection with the registration of the Securities under the Act and all other
expenses in connection with the preparation, printing and filing of the
Registration Statement, any Preliminary Prospectus, the Prospectus, the
Preliminary Supplemented Prospectus, the Final Supplemented Prospectus and
amendments and supplements thereto and the mailing and delivering of copies
thereof to the Underwriters and dealers; (ii) the cost of printing, producing
or delivering any Agreement Among Underwriters, this Agreement, the Indenture,
any Blue Sky Memorandum, closing documents (including any compilations thereof)
and any other documents in connection with the offering, purchase, sale and
delivery of the Securities; (iii) any fees charged by securities rating
services for rating the Securities; (iv) any fees and expenses in connection
with the listing the Securities on the New York Stock Exchange; (v) the cost of
preparing certificates for the Securities; (vi) the fees and expenses of the
Trustee and any agent of the Trustee and the fees and disbursements of counsel
for the Trustee in connection with the Indenture and the Debentures; (vii) the
cost and charges of any transfer agent or registrar; (viii) the cost of
qualifying the Securities with the Depository; and (ix) all other costs and
expenses incident to the performance of its obligations hereunder which are not
otherwise specifically provided for in this Section. It is understood,
however, that, except as

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<PAGE> 11
provided in this Section and Sections 8 and 11 hereof, the Underwriters will
pay all of their own costs and expenses, including the fees of their counsel,
transfer taxes on resale of any of the Securities by them, and any advertising
expenses connected with any offers they may make.

7. The obligations of the Underwriters hereunder are subject to the
accuracy of the warranties and representations of the Partnership and the
Guarantor herein contained, at and as of the Time of Delivery, and to the
following additional conditions:

(a) That, at the Time of Delivery, appropriate orders of the Georgia
Public Service Commission and of the Commission under the Public Utility
Holding Company Act of 1935, as amended (the "SEC Order"), necessary to permit
the issue and sale of the Preferred Securities and the issue and delivery of
the Debentures and the Guarantee shall be in effect; and that, prior to the
Time of Delivery, no stop order with respect to the effectiveness of the
Registration Statement shall have been issued under the Act by the Commission
or proceedings therefor initiated or threatened;

(b) That no amendment or supplement (including the Final Supplemented
Prospectus) to the Registration Statement or Prospectus filed subsequent to the
date of this agreement (including any filing made by the Guarantor pursuant to
Section 13 or 14 of the Exchange Act) shall be unsatisfactory in form to Reid &
Priest or shall contain information (other than with respect to an amendment or
supplement relating solely to the activity of any Underwriter or Underwriters)
which, in your reasonable judgment, shall materially impair the marketability
of the Preferred Securities.

(c) Reid & Priest, counsel for the Underwriters, shall have furnished to
you such opinion or opinions, dated the Time of Delivery, with respect to: the
incorporation of the Guarantor and the formation of the Partnership; insofar as
the federal laws of the United States and the laws of the States of New York,
Delaware and Georgia are concerned, the validity of the Guarantor Securities;
this Agreement; the Preferred Securities; the Indenture; the Registration
Statement; the Final Supplemented Prospectus; and other related matters as you
may reasonably request, and such counsel shall have received such papers and
information as they may reasonably request to enable them to pass upon such
matters; provided, that in rendering such opinion, Reid & Priest may rely upon
the opinion of Troutman Sanders delivered pursuant to subsection (d) hereof as
to all matters of Georgia law and upon the opinion of Richards, Layton &
Finger, P.A. delivered pursuant to subsection (e) hereof as to matters of
Delaware law relating to the Partnership, the Preferred Securities and the
Partnership Agreement;

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<PAGE> 12
(d) Troutman Sanders, counsel to the Guarantor, shall have furnished to
you its written opinion, dated the Time of Delivery, in form and substance
satisfactory to you, to the effect that:

(i) The Partnership has been duly qualified as a
foreign limited partnership for the transaction of business and is in
good standing under the laws of the State of Georgia and each other
jurisdiction in which the failure so to qualify would have a material
adverse effect on the Partnership;

(ii) The Guarantor has been duly incorporated and
is validly existing as a corporation in good standing under the laws
of the State of Georgia, and has due corporate authority to carry on
the public utility business in which it is engaged and to own and
operate the properties used by it in such business as described in the
Preliminary Supplemented Prospectus and Final Supplemented Prospectus;

(iii) All of the issued general partner interests
in the Partnership have been duly and validly authorized and validly
issued, are fully paid and nonassessable and are owned by the
Guarantor, free and clear of all liens, encumbrances, equities or
claims; and the Partnership is not a party to or otherwise bound by
any agreement other than this Agreement, the Partnership Agreement and
the agreements contemplated by the Final Supplemented Prospectus; and
the Preferred Securities conform as to legal matters to the
description thereof contained in the Final Supplemented Prospectus;

(iv) The Preferred Securities have been validly
issued and, subject to the qualifications set forth herein, are fully
paid, nonassessable limited partner interests in the Partnership, as
to which, assuming that the limited partners of the Partnership who
have purchased Preferred Securities (the "Preferred Security
Holders"), as limited partners of the Partnership, do not participate
in the control of the business of the Partnership, the Preferred
Security Holders, as limited partners of the Partnership, will have no
liability in excess of their obligations to make payments provided for
in the Partnership Agreement and their share of the Partnership's
assets and undistributed profits (subject to the obligation of a
Preferred Security Holder to repay any funds wrongfully distributed to
it); and the Preferred Securities conform as to legal matters to the
descriptions thereof in the Final Supplemented Prospectus;

(v) The Debentures have been duly authorized,
executed, issued and delivered in accordance with the Indenture by the
Guarantor and, assuming due authentication thereof by the Trustee
under the Indenture, the Debentures

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<PAGE> 13
constitute valid and legally binding obligations of the Guarantor
enforceable against the Guarantor in accordance with their terms and
entitled to the benefits provided by the Indenture; the Indenture has
been duly authorized, executed and delivered and has been duly
qualified under the Trust Indenture Act and, assuming the due
authorization, execution and delivery thereof by the Trustee,
constitutes a valid and legally binding instrument of the Guarantor,
enforceable against the Guarantor in accordance with its terms,
subject to the qualifications that the enforceability of the
Guarantor's obligations under the Indenture and the Debentures may be
limited by bankruptcy, insolvency, reorganization, moratorium and
other similar laws relating to or affecting creditors' rights
generally or general principles of equity; and the Debentures and the
Indenture conform as to legal matters to the descriptions thereof in
the Final Supplemented Prospectus;

(vi) The Guarantee has been duly authorized,
executed and delivered by the Guarantor and constitutes a valid and
legally binding instrument of the Guarantor, enforceable against the
Guarantor in accordance with its terms, subject to the qualifications
that the enforceability of Guarantor's obligations under the Guarantee
may be limited by bankruptcy, insolvency, reorganization, moratorium
and other similar laws relating to or affecting creditors' rights
generally or general principles of equity; and the Guarantee conforms
as to legal matters to the description thereof in the Final
Supplemented Prospectus;

(vii) The Partnership Agreement has been duly
authorized and constitutes a legal, valid and binding agreement of the
Guarantor and is enforceable against the Guarantor in accordance with
its terms, subject, as to enforcement, (A) to the effect upon the
Partnership Agreement of (1) bankruptcy, insolvency, moratorium,
receivership, reorganization, liquidation, fraudulent conveyance and
other similar laws relating to or affecting the rights and remedies of
creditors generally, and (2) principles of equity (regardless of
whether considered and applied in a proceeding in equity or at law),
and (B) to the fact that no opinion is expressed on the effect upon
the Partnership Agreement of applicable law relating to fiduciary
duties;

(viii) This Agreement has been duly authorized,
executed and delivered by each of the Partnership and the Guarantor;

(ix) All orders, consents, or other authorizations
or approvals of the Georgia Public Service Commission and the
Commission legally required for the issuance and sale of the Preferred
Securities and the issuance and delivery of the

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<PAGE> 14
Debentures and the Guarantee have been obtained; and no other order,
consent or other authorization or approval of any Georgia or United
States governmental body (other than in connection or in compliance
with the provisions of the securities or "blue sky" laws of any
jurisdiction, as to which we express no opinion) is legally required
for the issuance and sale of the Preferred Securities or the issuance
and delivery of the Debentures and the Guarantee in accordance with
the terms of this Agreement.

(x) The issuance and sale by the Partnership of
the Preferred Securities, the compliance by the Partnership with all
of the provisions of this Agreement, and the consummation by the
Partnership of the transactions herein contemplated will not conflict
with or result in a breach or violation of any of the terms or
provisions of, or constitute a default under, any agreement or
instrument known to such counsel to which the Partnership is a party
or by which the Partnership is bound or to which any of the property
of the Partnership is subject, the Certificate of Limited Partnership
and the Partnership Agreement, or any statute, order, rule or
regulation known to such counsel of any court or any federal or state
governmental body having jurisdiction over the Partnership or any of
its properties;

(xi) Neither the Partnership nor the Guarantor is
and, after giving effect to the offering and sale of the Preferred
Securities, will be an "investment company" or an entity "controlled"
by an "investment company," as such terms are defined in the
Investment Company Act;

(xii) (A) The Registration Statement at the time it
became effective and the Final Supplemented Prospectus as of
______________ complied as to form in all material respects with the
requirements of the Act and the Trust Indenture Act and the applicable
rules and regulations of the Commission thereunder and the documents
incorporated by reference therein, as of their respective dates of
filing with the Commission, complied as to form in all material
respects with the relevant requirements of the Exchange Act and the
applicable rules and regulations of the Commission thereunder, except
that in each case such counsel expresses no opinion as to the
financial statements or other financial or statistical data contained
or incorporated by reference in the Registration Statement, the Final
Supplemented Prospectus or the documents incorporated by reference
therein; and (B) such counsel has no reason to believe that the
Registration Statement as of its effective date (including the
documents incorporated by reference therein on file with the
Commission as of such date), contained any untrue statement of a
material fact or omitted to state a material fact required to be
stated

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<PAGE> 15
therein or necessary in order to make the statements therein not
misleading or that the Final Supplemented Prospectus (including the
documents incorporated by reference therein) contains an untrue
statement of a material fact or omits to state a material fact
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, except that
in each case such counsel expresses no opinion or belief with respect
to the financial statements or other financial or statistical data
contained or incorporated by reference in the Registration Statement,
the Final Supplemented Prospectus or the documents incorporated by
reference therein.

In addition, Troutman Sanders shall include advice that it
confirms its opinion as set forth under "United States Taxation" in the Final
Supplemented Prospectus.

The foregoing opinions may be limited to the laws of New York,
Delaware and the State of Georgia and federal securities laws. In rendering
its opinion, such counsel may rely, as to matters of Delaware law relating to
the Partnership, the Preferred Securities and the Partnership Agreement, upon
the opinion of Richards, Layton & Finger, P.A., delivered pursuant to
subsection (e) hereof, [and as to matters of New York law relating to the
Debentures and the Indenture, upon the opinion of Reid & Priest, delivered
pursuant to subsection (c) hereof;]

(e) Richards, Layton & Finger, P.A., special Delaware
counsel to the Partnership and the Guarantor, shall have furnished to you their
opinion, dated the Time of Delivery, in form and substance satisfactory to you,
to the effect that:

(i) The Partnership has been duly formed and is
validly existing in good standing as a limited partnership under the
laws of the State of Delaware;

(ii) Under the Partnership Agreement and the
Delaware Revised Uniform Limited Partnership Act, 6 Del. Code Section
17-101, et seq. (the "Delaware Act"), the Partnership has all
necessary partnership power and authority to own its properties and
conduct its business, all as described in the Final Supplemented
Prospectus;

(iii) The general partner interests in the
Partnership issued to the Guarantor have been duly and validly
authorized and are validly issued;

(iv) The Preferred Securities have been duly and
validly authorized and are validly issued and, subject to the
qualifications set forth herein, are fully paid and nonassessable
limited partner interests in the Partnership, as

-15-
<PAGE> 16
to which, assuming that the limited partners of the Partnership who
have purchased Preferred Securities (the "Preferred Security
Holders"), as limited partners of the Partnership, do not participate
in the control of the business of the Partnership, the Preferred
Security Holders, as limited partners of the Partnership, will have no
liability in excess of their obligations to make payments provided for
in the Partnership Agreement and their share of the Partnership's
assets and undistributed profits (subject to the obligation of a
Preferred Security Holder to repay any funds wrongfully distributed to
it);

(v) There are no provisions in the Partnership
Agreement the inclusion of which, subject to the terms and conditions
therein, or, assuming that the Preferred Security Holders, as limited
partners of the Partnership, take no action other than actions
permitted by the Partnership Agreement, the exercise of which, in
accordance with the terms and conditions therein, would cause the
Preferred Security Holders, as limited partners of the Partnership, to
be deemed to be participating in the control of the business of the
Partnership;

(vi) The Partnership Agreement constitutes a
legal, valid and binding agreement of the Guarantor, and is
enforceable against the Guarantor, in accordance with its terms,
subject, as to enforcement, (A) to the effect upon the Partnership
Agreement of (1) bankruptcy, insolvency, moratorium, receivership,
reorganization, liquidation, fraudulent conveyance and other similar
laws relating to or affecting the rights and remedies of creditors
generally, and (2) principles of equity (regardless of whether
considered and applied in a proceeding in equity or at law), and (B)
to the fact that no opinion is expressed on the effect upon the
Partnership Agreement of applicable law relating to fiduciary duties;

(vii) Under the Partnership Agreement and the
Delaware Act, the Partnership has all necessary partnership power and
authority to execute and deliver, and to perform its obligations
under, this Agreement;

(viii) Under the Partnership Agreement and the
Delaware Act, the execution and delivery by the Partnership of this
Agreement, and the performance by the Partnership of its obligations
hereunder, have been duly authorized by all necessary partnership
action on the part of the Partnership;

(ix) The issuance and sale by the Partnership of
the Preferred Securities pursuant to this Agreement and the execution,
delivery and performance by the Partnership of this

-16-
<PAGE> 17
Agreement will not violate (a) any Delaware statute, rule or
regulation, (b) the Certificate of Limited Partnership of the
Partnership or the Partnership Agreement;

(x) No consent, approval, authorization, order,
registration or qualification of or with any Delaware court or
Delaware governmental agency or body is required solely as a result of
the issuance, sale or delivery by the Partnership of the Preferred
Securities pursuant to this Agreement, the execution, delivery and
performance by the Partnership of this Agreement or the consummation
of the transactions contemplated in this Agreement;

(xi) Such counsel has reviewed the statements in
the Final Supplemented Prospectus under the caption "Georgia Power
Capital" and, insofar as it contains statements of Delaware law, such
statements are fairly presented; and

(xii) Assuming that the Partnership is treated as a
partnership for federal income tax purposes, and assuming that the
Partnership derives no income from or connected with sources within
the State of Delaware and has no assets, activities (other than the
maintenance of a registered office and registered agent in the State
of Delaware and the filing of documents with the Delaware Secretary of
State) or employees in the State of Delaware, the Preferred Security
Holders (other than those Preferred Security Holders who reside or are
domiciled in the State of Delaware) will have no liability for income
taxes imposed by the State of Delaware solely as a result of their
participation in the Partnership, and the Partnership will not be
liable for any income tax imposed by the State of Delaware.

(f) On the date of this Agreement, Arthur Andersen LLP
shall have furnished to you a letter, dated the date of delivery thereof, to
the effect set forth in Annex I hereto, and at the Time of Delivery, they shall
have furnished to you a letter confirming its letter dated the date of this
Agreement and addressing such other matters as you may reasonably request, in
form and substance satisfactory to you;

(g) Prior to the Time of Delivery, there shall not have
been any material adverse change in the business, properties or financial
condition of the Guarantor from that set forth in or contemplated by the Final
Supplemented Prospectus, and that the Guarantor shall, at the Time of Delivery,
have delivered to you a certificate to such effect of an executive officer of
the Guarantor. For the purposes of this condition, the sale by the Guarantor
of, or its failure to sell, any issue of other securities shall not be deemed
to be such a change;

-17-
<PAGE> 18
(h) On or after the date hereof there shall not have
occurred any of the following: (i) trading in securities on the New York Stock
Exchange shall have been generally suspended; (ii) minimum or maximum ranges
for prices shall have been generally established on the New York Stock Exchange
by the Commission or the New York Stock Exchange; (iii) a general banking
moratorium shall have been declared by federal or New York State authorities;
or (iv) there shall have occurred any outbreak or escalation of major
hostilities in which the United States is involved, any declaration of war by
the United States Congress or any other substantial national or international
calamity or emergency affecting the United States, in any such case provided
for in clauses (i) through (iv) with the result that, in your reasonable
judgment, the marketability of the Preferred Securities shall have been
impaired;

(i) The Preferred Securities shall have been duly listed,
subject to notice of issuance, on the New York Stock Exchange;

(j) The Guarantor shall have furnished or caused to be
furnished to you at the Time of Delivery, a certificate or certificates of the
general partner of the Partnership and a certificate or certificates of
officers of the Guarantor, respectively, satisfactory to you as to (i) the
accuracy of the representations and warranties of the Partnership and the
Guarantor herein at and as of the Time of Delivery, (ii) the performance by
each of the Partnership and the Guarantor of all of their obligations hereunder
to be performed at or prior to the Time of Delivery, (iii) the matters set
forth in subsections (a) and (g) of this Section and (iv) such other matters as
you may reasonably request;

(k) A Special Event (as defined in the Final Supplemented
Prospectus) shall not have occurred and be continuing; and

(l) The Guarantor and the Partnership shall have
performed such of their obligations under this Agreement as are to be performed
at or prior to Time of Delivery by the terms hereof.

8. (a) The Partnership and the Guarantor will
jointly and severally indemnify and hold harmless each Underwriter against any
losses, claims, damages or liabilities, joint or several, to which such
Underwriter may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in any Preliminary Prospectus, the Registration
Statement, the Prospectus, the Preliminary Supplemented Prospectus, the Final
Supplemented Prospectus or any other prospectus relating to the Securities, or
any amendment or supplement thereto, or arise

-18-
<PAGE> 19
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, and will reimburse each Underwriter for any legal or other expenses
reasonably incurred by such Underwriter in connection with investigating or
defending any such action or claim as such expenses are incurred; provided,
however, that neither the Partnership nor the Guarantor shall be liable in any
such case to the extent that any such loss, claim, damage or liability arises
out of or is based upon an untrue statement or alleged untrue statement or
omission or alleged omission made in any Preliminary Prospectus, the
Registration Statement, the Prospectus, the Preliminary Supplemented
Prospectus, the Final Supplemented Prospectus or any other prospectus relating
to the Securities or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Partnership or the
Guarantor through you expressly for use therein or arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged
omission made in that part of the Registration Statement that shall constitute
the Statement of Eligibility and Qualifications under the Trust Indenture Act
of 1939, as amended, of the Trustee under the Indenture; provided further that
this indemnity with respect to a Preliminary Prospectus and the Prospectus, and
with respect to the Final Supplemented Prospectus if the Guarantor and the
Partnership shall have furnished any amendment or supplement thereto, shall not
inure to the benefit of any Underwriter (or of any person controlling such
Underwriter) on account of any losses, claims, damages, liabilities or actions
arising from the sale of Preferred Securities to any person if a copy of the
final Supplemented Prospectus (exclusive of documents incorporated therein by
reference pursuant to Item 12 of Form S-3), as the same may then be amended or
supplemented, shall not have been sent or given by or on behalf of such
Underwriter to such person with or prior to the written confirmation of the
sale involved;

(b) Each Underwriter will indemnify and hold harmless the
Partnership and the Guarantor against any losses, claims, damages or
liabilities to which the Partnership or the Guarantor may become subject, under
the Act or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon an untrue
statement or alleged untrue statement of a material fact contained in any
Preliminary Prospectus, the Registration Statement, the Prospectus, the
Preliminary Supplemented Prospectus, the Final Supplemented Prospectus and any
other prospectus relating to the Securities, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, in each case to the extent, but
only to the extent, that such untrue statement or alleged untrue

-19-
<PAGE> 20
statement or omission or alleged omission was made in any Preliminary
Prospectus, the Registration Statement, the Prospectus, the Preliminary
Supplemented Prospectus, the Final Supplemented Prospectus and any other
prospectus relating to the Securities, or any such amendment or supplement in
reliance upon and in conformity with written information furnished to the
Partnership or the Guarantor by such Underwriter through you expressly for use
therein; and will reimburse the Partnership and the Guarantor for any legal or
other expenses reasonably incurred by the Partnership or the Guarantor in
connection with investigating or defending any such action or claim as such
expenses are incurred.

(c) Each indemnified party agrees that, within 10 days
after receipt by an indemnified party under subsection (a) or (b) above of
notice of the commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying party under
such subsection, notify the indemnifying party in writing of the commencement
thereof; but that the omission so to notify the indemnifying party shall not
relieve it from any liability which it may have to any indemnifying party
otherwise than under such subsection. In case any such action shall be brought
against any indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate
therein and, to the extent that it shall wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnifying party), and,
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party shall not be
liable to such indemnified party under such subsection for any legal expenses
of other counsel or any other expenses, in each case subsequently incurred by
such indemnified party, in connection with the defense thereof other than
reasonable costs of investigation. No indemnifying party shall, without the
written consent of the indemnified party, effect the settlement or compromise
of, or consent to the entry of any judgment with respect to, any pending or
threatened action or claim in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified party is an actual or
potential party to such action or claim) unless such settlement, compromise or
judgment (i) includes an unconditional release of the indemnified party from
all liability arising out of such action or claim and (ii) does not include any
statement as to, or an admission of, fault, culpability or a failure to act, by
or on behalf of any indemnified party.

(d) The obligations of the Partnership and the Guarantor
under this Section 8 shall be in addition to any liability which the
Partnership and the Guarantor may otherwise have and shall extend, upon the
same terms and conditions, to each person, if any,

-20-
<PAGE> 21
who controls any Underwriter within the meaning of the Act; and the obligations
of the Underwriters under this Section 8 shall be in addition to any liability
which the respective Underwriters may otherwise have and shall extend, upon the
same terms and conditions, to each officer and director of the Partnership and
the Guarantor and to each person, if any, who controls the Partnership or the
Guarantor within the meaning of the Act.

9. If any Underwriter shall fail or refuse (whether for
some reason sufficient to justify, in accordance with the terms hereof, the
termination of its obligations to purchase or otherwise) to purchase the number
of Preferred Securities which it has agreed to purchase, the Guarantor shall
immediately notify you, and you may, within 24 hours of receipt of such notice,
procure some other responsible party or parties satisfactory to the Guarantor,
who may include one or more of the remaining Underwriters, to purchase or agree
to purchase such number of shares of the Preferred Securities on the terms
herein set forth; and, if you shall fail to procure a satisfactory party or
parties to purchase or agree to purchase such number of Preferred Securities on
such terms within such period after the receipt of such notice, then the
Guarantor shall be entitled to an additional period of 24 hours within which to
procure another party or parties to purchase or agree to purchase such number
of Preferred Securities on the terms herein set forth. In any such case,
either you or the Guarantor shall have the right to postpone the Time of
Delivery for a period not to exceed five full business days, in order that the
necessary changes in the Registration Statement or the Final Supplemented
Prospectus and any other documents and arrangements may be effected. If you
shall fail to procure a satisfactory party or parties to purchase or agree to
purchase such number of Preferred Securities and if the Guarantor also does not
procure another party or parties to purchase or agree to purchase such number
of Preferred Securities, as above provided, then this Agreement shall
terminate. In the event of any such termination, neither the Partnership nor
the Guarantor shall be under any liability to any Underwriter, nor shall any
Underwriter (other than a Underwriter who shall have failed or refused to
purchase Preferred Securities without some reason sufficient to justify, in
accordance with the terms hereof, its termination of its obligations hereunder)
be under any liability to the Partnership or Guarantor.

10. The respective indemnities, agreements,
representations, warranties and other statements of the Partnership, the
Guarantor, and of the several Underwriters, as set forth in this Agreement or
made by or on behalf of them, respectively, pursuant to this Agreement, shall
remain in full force and effect, regardless of any investigation (or any
statement as to the results thereof) made by or on behalf of any Underwriter or
any controlling person of any Underwriter, or the Partnership,

-21-
<PAGE> 22
the Guarantor or any officer or director or controlling person of the
Partnership or the Guarantor, and shall survive delivery of and payment for the
Preferred Securities.

11. If this Agreement shall be terminated pursuant to
Section 9 hereof, neither the Partnership nor the Guarantor shall then be under
any liability to any Underwriter except as provided in Section 6 and Section 8
hereof; but, if for any other reason, the Preferred Securities are not
delivered by or on behalf of the Partnership or the related Guarantor
Securities issuable by the Guarantor are not concurrently issued by the
Guarantor as provided herein, the Partnership and the Guarantor will reimburse
the Underwriters for the reasonable fees and disbursements of Reid & Priest and
for the out-of-pocket expenses, in an amount not exceeding a total of $10,000,
reasonably incurred by the Underwriters in making preparations for the
purchase, sale and delivery of the Preferred Securities (or Guarantor
Securities not so issued), but the Partnership and the Guarantor shall then be
under no further liability to any Underwriter except as provided in Sections 6
and 8 hereof.

12. In all dealings hereunder, you shall act on behalf of
the Underwriters, and the parties hereto shall be entitled to act and rely upon
any statement, request, notice or agreement on behalf of any Underwriter made
or given by you jointly or by Goldman, Sachs & Co. on behalf of you as the
representatives.

All statements, requests, notices, and agreements hereunder
shall be in writing, and if to the Underwriters shall be delivered or sent by
mail, telex or facsimile transmission to you in care of Goldman, Sachs & Co.,
85 Broad Street, New York, New York 10004, Attention: Registration Department,
Telecopy No. (212) 902-3000; and if to the Partnership or the Guarantor shall
be delivered or sent by mail, telex or facsimile transmission to the address of
the Guarantor set forth in the Registration Statement, Attention: Corporate
Secretary with a copy to Southern Company Services, Inc., 64 Perimeter Center
East, Atlanta, Georgia 30346, Attention: Corporate Finance Department;
provided, however, that any notice to any Underwriter pursuant to Section 8(c)
hereof shall be delivered or sent by mail, telex or facsimile transmission to
such Underwriter at its address set forth in its Underwriters' Questionnaire,
or telex constituting such Questionnaire, which address will be supplied to the
Partnership or the Guarantor upon your request. Any such statements, requests,
notices or agreements shall take effect upon receipt thereof.

13. This Agreement shall be binding upon, and inure
solely to the benefit of, the parties hereto and, to the extent provided in
Sections 8 and 10 hereof, the officers and directors of the Partnership and the
Guarantor and each person who controls the Partnership and the Guarantor or any
Underwriter, and their

-22-
<PAGE> 23
respective heirs, executors, administrators, successors and assigns, and no
other person shall acquire or have any right under or by virtue of this
Agreement. No purchaser of any of the Preferred Securities from any
Underwriter shall be deemed a successor or assign by reason merely of such
purchase.

14. Time shall be of the essence of this Agreement. As
used herein, the term "business day" shall mean any day when the Commission's
office in Washington, D.C. is open for business.

15. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

16. This Agreement may be executed by any one or more of
the parties hereto in any number of counterparts, each of which shall be deemed
to be an original, but all such respective counterparts shall together
constitute one and the same instrument.

If the foregoing is in accordance with your understanding,
please sign and return to us __ counterparts hereof, and upon the acceptance
hereof by you, on behalf of each of the Underwriters, this letter and such
acceptance hereof shall constitute a binding agreement among each of the
Underwriters, on the one hand, and the Partnership and the Guarantor, on the
other hand. It is understood that your acceptance of this letter on behalf of
each of the Underwriters is pursuant to the authority set forth in a form of
Agreement Among Underwriters, the form of which shall be submitted to the
Partnership and the Guarantor for

-23-
<PAGE> 24
examination, upon request, but without warranty on your part as to the
authority of the signers thereof.

Very truly yours,

GEORGIA POWER CAPITAL, L.P.

By:__________________________
GEORGIA POWER COMPANY,
as General Partner

GEORGIA POWER COMPANY

By:__________________________
Name:
Title:

Accepted as of the date hereof:

[ ]

By:__________________________
Goldman, Sachs & Co.

On behalf of each of the several Underwriters

-24-
<PAGE> 25
SCHEDULE I

<TABLE>
<CAPTION>
Total Number of
Preferred Securities
Underwriter to be Purchased
----------- ---------------------
<S> <C> <C>
Goldman, Sachs & Co. $

-----------------
Total . . . . . . . . . . . . . . . . . . . . . . . $
=================
</TABLE>

<PAGE> 26
ANNEX I

Pursuant to Section 7(f) of the Underwriting Agreement, Arthur
Andersen LLP shall furnish letters to the Underwriters to the effect that:

(i) they are independent public accountants with respect to the
Guarantor within the meaning of the Act and the applicable published rules and
regulations thereunder; (ii) in their opinion, the financial statements audited
by them and incorporated by reference in the Prospectus comply as to form in
all material respects with the applicable accounting requirements of the Act
and the Exchange Act, and the related published rules and regulations
thereunder; (iii) on the basis of certain limited procedures performed through
a specified date not more than five business days prior to the date of such
letter, namely, (a) performing the procedures specified by the American
Institute of Certified Public Accountants for a review of interim financial
information as described in Statement on Auditing Standards No. 71, "Interim
Financial Information", on the unaudited financial statements, if any, of the
Guarantor incorporated in the Prospectus; on the unaudited financial statements
of the Guarantor for the latest period subsequent to that covered by the
financial statements incorporated by reference in the Prospectus, if any, for
which such information is available at the date of the Underwriting Agreement
and from which certain unaudited amounts derived therefrom shall be included in
the Final Supplemented Prospectus; and on the latest available unaudited
financial statements of the Guarantor, if any, as of a date subsequent to those
previously described, (b) reading the minute books of the Guarantor and (c)
making inquiries of certain officials of the Guarantor who have responsibility
for financial and accounting matters regarding such unaudited financial
statements or any specified unaudited amounts derived therefrom (it being
understood that the foregoing procedures do not constitute an audit performed
in accordance with generally accepted auditing standards and they would not
necessarily reveal matters of significance with respect to the comments made in
such letter, and accordingly that Arthur Andersen LLP makes no representations
as to the sufficiency of such procedures for the several Underwriters'
purposes), nothing came to their attention that caused them to believe that:
(A) the unaudited financial statements, if any, incorporated in the Prospectus
do not comply as to form in all material respects with the applicable
accounting requirements of the Exchange Act as it applies to Form 10-Q and the
published rules and regulations thereunder, (B) any material modifications
should be made to such unaudited financial statements for them to be in
conformity with generally accepted accounting principles; (C) the unaudited
amounts for Operating Revenues, Income Before Interest Charges and Net Income
After Dividends on Preferred Stock and the unaudited Ratios of Earnings to
Fixed Charges and Earnings to Fixed

<PAGE> 27
ANNEX I
Page 2

Charges Plus Preferred Dividend Requirements (Pre-Income Tax Basis) set forth
in the Prospectus, including such amounts for the latest period subsequent to
that covered by the financial statements incorporated by reference in the
Prospectus for which such information is available at the date of the
Underwriting Agreement, which amounts shall be included in the Final
Supplemented Prospectus and such amounts for the latest period subsequent
thereto, which if available shall be set forth in such letter, do not agree
with the amounts set forth in or derived from the unaudited financial
statements for the same period or were not determined on a basis substantially
consistent with that of the corresponding audited amounts incorporated or
included in the Prospectus; (D) as of a specified date not more than five
business days prior to the date of delivery of such letter, there has been any
change in the capital stock or long-term debt of the Guarantor or any decrease
in net assets as compared with amounts shown in the latest audited balance
sheet incorporated in the Prospectus, except in each case for changes or
decreases (i) which the Prospectus discloses have occurred or may occur, (ii)
which are occasioned by the declaration of dividends, (iii) which are
occasioned by drawdowns under existing pollution control financing
arrangements, (iv) which are occasioned by regularly scheduled payments of
capitalized lease obligations, (v) which are occasioned by the purchase or
redemption of bonds or stock to satisfy mandatory or optional redemption
provisions relating thereto or (vi) which are disclosed in such letter.

<PAGE> 1

EXHIBIT 4.1
DRAFT
11/10/94

GEORGIA POWER COMPANY

AND

TRUST COMPANY BANK,

AS TRUSTEE

____________________

INDENTURE

Dated as of _____________, 1994

____________________

Junior Subordinated Debentures
<PAGE> 2
CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
Section of
Trust Indenture Act Section of
of 1939, as amended Indenture
- ------------------- ----------
<S> <C>
310(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.09
310(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.08
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.10
310(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
311(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.13(a)
311(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.13(b)
311(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
312(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.01
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.02(a)
312(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.02(c)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.02(d)
312(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.02(e)
313(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.04(a)
313(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.04(b)
313(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.04(a)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.04(b)
313(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.04(c)
314(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.03
314(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
314(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.06
314(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
314(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.06
314(f) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
315(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.01(a)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.02
315(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.07
315(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.01(a)
315(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.01(b)
315(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.08
316(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.06
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.04
316(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.04
316(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.01
317(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.02
317(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.03
318(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.08
</TABLE>
<PAGE> 3
TABLE OF CONTENTS*

<TABLE>
<CAPTION>
Page
----
<S> <C>
PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

RECITALS:

Purpose of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Compliance with legal requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purpose of and consideration for Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

ARTICLE ONE
DEFINITIONS

SECTION 1.01. Certain terms defined; other terms defined
in the Trust Indenture Act of 1939, as amended,
or by reference therein in the Securities Act
of 1933, as amended, to have the meanings
assigned therein . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Authenticating Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Board Resolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Business day . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate Trust Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debenture or Debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debentureholder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depository . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Georgia Power Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Global Debenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Governmental Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest Payment Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Limited Partnership Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Officers' Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Predecessor Debenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Responsible Officer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Senior Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
</TABLE>

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

* This Table of Contents does not constitute part of the Indenture and
should not have any bearing upon the interpretation of any of its
terms or provisions.
<PAGE> 4
ARTICLE TWO
ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION
AND EXCHANGE OF DEBENTURES

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SECTION 2.01. Designation, terms, amount, authentication
and delivery of Debentures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 2.02. Form of Debentures and Trustee's certificate . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 2.03. Date and denominations of Debentures, and
provisions for payment of principal, premium
and interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 2.04. Execution of Debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 2.05. Exchange of Debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(a) Registration and transfer of Debentures . . . . . . . . . . . . . . . . . . . . . . .

(b) Debentures to be accompanied by proper
instruments of transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(c) Charges upon exchange, transfer or
registration of Debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(d) Restrictions on transfer or
exchange at time of redemption . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 2.06. Temporary,Debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 2.07. Mutilated, destroyed, lost or stolen
Debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 2.08. Cancellation of surrendered Debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 2.09. Provisions of Indenture and Debentures for sole
benefit of parties and Debentureholders . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 2.10. Appointment of Authenticating Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 2.11. Global Debenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(a) Authentication and Delivery;
Legend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(b) Transfer of Global Debenture . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(c) Issuance of Debentures in
definitive form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
</TABLE>

ii
<PAGE> 5
ARTICLE THREE
REDEMPTION OF DEBENTURES AND SINKING FUND PROVISIONS

<TABLE>
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SECTION 3.01. Redemption of Debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 3.02. (a) Notice of redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(b) Selection of Debentures in case
less than all Debentures to be
redeemed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 3.03. (a) When Debentures called for
redemption become due and
payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(b) Receipt of new Debenture upon partial
payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 3.04. Sinking Fund for Debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 3.05. Satisfaction of Sinking Fund Payments
with Debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 3.06. Redemption of Debentures for Sinking
Fund

ARTICLE FOUR
PARTICULAR COVENANTS OF THE COMPANY

SECTION 4.01. Payment of principal of (and premium,
if any) and interest on Debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 4.02. Maintenance of office or agency for payment
of Debentures, designation of office or agency
for payment, registration, transfer and exchange
of Debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 4.03. (a) Duties of paying agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(b) Company as paying agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 4.04. Appointment to fill vacancy in office
of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 4.05. Restriction on consolidation, merger or sale . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 4.06. Covenants as to Georgia Power Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 4.07. Restriction on dividends and payments . . . . . . . . . . . . . . . . . . . . . . . . . . . .
</TABLE>

iii
<PAGE> 6
ARTICLE FIVE
DEBENTUREHOLDERS' LISTS AND REPORTS BY THE COMPANY
AND THE TRUSTEE

<TABLE>
<S> <C>
SECTION 5.01. Company to furnish Trustee information as
to names and addresses of Debentureholders . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 5.02. (a) Trustee to preserve information
as to names and addresses of
Debentureholders received by it
in capacity of paying agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(b) Trustee may destroy list of
Debentureholders on certain
conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(c) Trustee to make information
as to names and addresses of
Debentureholders available
to "applicants" or mail com-
munications to Debenturehold-
ers in certain circumstances . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(d) Procedure if Trustee elects
not to make information
available to applicants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(e) Company and Trustee not
accountable for disclosure
of information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 5.03. (a) Annual and other reports to
be filed by Company with
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(b) Additional information and
reports to be filed with
Trustee and Securities and
Exchange Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(c) Summaries of information and
reports to be transmitted by
Company to Debentureholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(d) Annual Certificate to be furnished
to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 5.04 (a) Trustee to transmit annual
report to Debentureholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(b) Trustee to transmit certain
further reports to Debenture
holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
</TABLE>

iv
<PAGE> 7
<TABLE>
<S> <C>
(c) Copies of reports to be filed
with stock exchanges and Securities
and Exchange Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

ARTICLE SIX
REMEDIES OF THE TRUSTEE AND DEBENTUREHOLDERS
ON EVENT OF DEFAULT

SECTION 6.01. (a) Events of Default defined . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(b) Acceleration of maturity upon
Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(c) Waiver of default and rescission
of declaration of maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(d) Restoration of former position
and rights upon curing default . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 6.02. (a) Covenant of Company to pay to Trustee
whole amount due on Debentures on
default in payment of interest or
principal (and premium, if any) . . . . . . . . . . . . . . . . . . . . . . . . . . .

(b) Trustee may recover judgment for
whole amount due on Debentures on
failure of Company to pay . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(c) Filing of proof of claim by Trustee
in bankruptcy, reorganization or
receivership proceeding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(d) Rights of action and of asserting
claims may be enforced by Trustee
without possession of Debentures . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 6.03. Application of moneys collected by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 6.04. Limitation on suits by holders of
of Debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 6.05. (a) Remedies cumulative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(b) Delay or omission in exercise
of rights not waiver of default . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 6.06. Rights of holders of majority in
principal amount of Debentures to
direct Trustee and to waive defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 6.07. Trustee to give notice of defaults
known to it, but may withhold in
certain circumstances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
</TABLE>

v
<PAGE> 8
<TABLE>
<S> <C>
SECTION 6.08. Requirements of an undertaking to
pay costs in certain suits under
Indenture or against Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

ARTICLE SEVEN
CONCERNING THE TRUSTEE

SECTION 7.01. (a) Upon Event of Default occurring and
continuing, Trustee shall exercise powers
vested in it, and use same degree of care
and skill in their exercise, as prudent
individual would use . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(b) Trustee not relieved from liability for
negligence or willful misconduct except
as provided in this section . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(1) Prior to Event of Default and after
the curing of all Events of Default
which may have occurred . . . . . . . . . . . . . . . . . . . . . . . . . .

(i) Trustee not liable except for
performance of duties specifi-
cally set forth . . . . . . . . . . . . . . . . . . . . . . . . .

(ii) In absence of bad faith, Trustee
may conclusively rely on certifi-
cates or opinions furnished it
hereunder, subject to duty to
examine the same if specifically
required to be furnished to it . . . . . . . . . . . . . . . . . .

(2) Trustee not liable for error of
judgment made in good faith by
Responsible Officer unless Trustee
negligent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(3) Trustee not liable for action
or non-action in accordance
with direction of holders of
majority in principal amount
of Debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(4) Trustee need not expend own funds
without adequate indemnity . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 7.02. Subject to provisions of Section 7.01:

(a) Trustee may rely on documents believed
genuine and properly signed or presented . . . . . . . . . . . . . . . . . . . . . .

(b) Sufficient evidence by certain
instruments provided for . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
</TABLE>

vi
<PAGE> 9
<TABLE>
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(c) Trustee may consult with counsel and
act on advice or Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . .

(d) Trustee may require indemnity from
Debentureholders

(e) Trustee not liable for actions in good
faith believed to be authorized . . . . . . . . . . . . . . . . . . . . . . . . . . .

(f) Prior to Event of Default, Trustee
not bound to investigate facts or
matters stated in certificates,
etc., unless requested in writing
by Debentureholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(g) Trustee may perform duties directly
or through agents or attorneys . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 7.03. (a) Trustee not liable for recitals
in Indenture or in Debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(b) No representations by Trustee as
to validity or Indenture or of
Debentures

(c) Trustee not accountable for use
of Debentures or proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 7.04. Trustee, paying agent or Debenture
Registrar may own Debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 7.05. Moneys received by Trustee to be held
in trust without interest

SECTION 7.06. (a) Trustee entitled to compensation,
reimbursement and indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(b) Obligations to Trustee to be
secured by lien prior to Debentures . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 7.07. Right of Trustee to rely on certificate of
officers of Company where no other
evidence specifically prescribed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 7.08. (a) Trustee acquiring conflicting interest to
eliminate conflict or resign . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(b) Notice to Debentureholders in case of
failure to comply with subsection (a) . . . . . . . . . . . . . . . . . . . . . . . .

(d) Definition of certain terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
</TABLE>

vii
<PAGE> 10
<TABLE>
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(e) Calculation of percentages of Debentures . . . . . . . . . . . . . . . . . . . . . .

(f) Trustee resignation not required under
certain circumstances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 7.09. Requirements for eligibility of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 7.10. (a) Resignation of Trustee and appointment
of successor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(b) Removal of Trustee by Company or by court
on Debentureholders' application . . . . . . . . . . . . . . . . . . . . . . . . . .

(c) Removal of Trustee by holders of majority
in principal amount of Debentures . . . . . . . . . . . . . . . . . . . . . . . . . .

(d) Time when resignation or removal
of Trustee effective . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(e) One Trustee for each series . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 7.11. (a) Acceptance by successor to Trustee . . . . . . . . . . . . . . . . . . . . . . . . .

(b) Trustee with respect to less
than all series . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(d) Successor Trustee to be qualified . . . . . . . . . . . . . . . . . . . . . . . . . .

(e) Notice of succession . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 7.12. Successor to Trustee by merger, consolidation
or succession to business

SECTION 7.13. (a) Limitations on rights of Trustee as a
creditor to obtain payment of certain
claims within four months prior to default
or during default, or to realize on
property as such creditor thereafter . . . . . . . . . . . . . . . . . . . . . . . .

(b) Certain creditor relationships
excluded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

ARTICLE EIGHT
CONCERNING THE DEBENTUREHOLDERS

SECTION 8.01. Evidence of action by Debentureholders . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 8.02. Proof of execution of instruments
and of holding of Debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
</TABLE>

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<TABLE>
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SECTION 8.03. Who may be deemed owners of Debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 8.04. Debentures owned by Company or
controlled or controlling companies
disregarded for certain purposes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 8.05. Instruments executed by Debenture-
holders bind future holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

ARTICLE NINE
SUPPLEMENTAL INDENTURES

SECTION 9.01. Purposes for which supplemental indenture
may be entered into without consent of
Debentureholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 9.02. Modification of Indenture with consent
of Debentureholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 9.03. Effect of supplemental indentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 9.04. Debentures may bear notation of changes by
supplemental indentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 9.05. Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

ARTICLE TEN
CONSOLIDATION, MERGER AND SALE

SECTION 10.01. Consolidations or mergers of Company and
sales or conveyances of property of Company
permitted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 10.02. (a) Rights and duties of successor company . . . . . . . . . . . . . . . . . . . . . . .

(b) Appropriate changes may be made in
phraseology and form of Debentures . . . . . . . . . . . . . . . . . . . . . . . . .

(c) Company may consolidate or merge into
itself or acquire properties of other
corporations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 10.03. Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

ARTICLE ELEVEN
SATISFACTION AND DISCHARGE OF INDENTURE;
UNCLAIMED MONEYS

SECTION 11.01. Satisfaction and discharge of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 11.02. Discharge of Company's Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 11.03. Application by Trustee of funds
deposited for payment of Debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
</TABLE>

ix
<PAGE> 12
<TABLE>
<S> <C>
SECTION 11.04. Repayment of moneys held by paying
agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 11.05. Repayment of moneys held by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

ARTICLE TWELVE
IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
OFFICERS AND DIRECTORS

SECTION 12.01. Incorporators, stockholders, officers and
directors of Company exempt from individual
liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

ARTICLE THIRTEEN
MISCELLANEOUS PROVISIONS

SECTION 13.01. Successors and assigns of Company
bound by Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 13.02. Acts of board, committee or officer
of successor company valid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 13.03. Surrender of powers by Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 13.04. Required notices or demands may be
served by mail . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 13.05. Indenture and Debentures to be construed
in accordance with laws of the State of
New York . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 13.06. (a) Officers' Certificate and Opinion of
Counsel to be furnished upon applications
or demands by Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(b) Statements to be included in each
certificate or opinion with respect
to compliance with condition or
covenant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 13.07. Payments due on Sundays or holidays . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 13.08. Provisions required by Trust Indenture Act
of 1939 to control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 13.09. Indenture may be executed in counterparts . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 13.10 Separability of Indenture provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 13.11. Assignment by Company to subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
</TABLE>

x
<PAGE> 13
ARTICLE FOURTEEN
SUBORDINATION OF DEBENTURES

<TABLE>
<S> <C>
SECTION 14.01. Agreement of Subordination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 14.02. Limitations on payments to Debentureholders . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 14.03. Payments in bankruptcy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 14.04. Subrogation of Debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 14.05. Authorization by Debentureholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 14.06. Notice to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 14.07. Trustee's relation to Senior Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 14.08. Acts of holders of Senior Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . .

ACCEPTANCE OF TRUST BY TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

TESTIMONIUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SIGNATURES AND SEALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

ACKNOWLEDGMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
</TABLE>

xi
<PAGE> 14
THIS INDENTURE, dated as of the ___ day of ________, 1994,
between Georgia Power Company, a corporation duly organized and existing under
the laws of the State of Georgia (hereinafter sometimes referred to as the
"Company"), and Trust Company Bank, a banking corporation organized and
existing under the laws of the State of Georgia, as trustee (hereinafter
sometimes referred to as the "Trustee"):

WHEREAS, for its lawful corporate purposes, the Company has
duly authorized the execution and delivery of this Indenture to provide for the
issuance of unsecured debentures (hereinafter referred to as the "Debentures"),
in an unlimited aggregate principal amount to be issued from time to time in
one or more series as in this Indenture provided, as registered Debentures
without coupons, to be authenticated by the certificate of the Trustee;

WHEREAS, to provide the terms and conditions upon which the
Debentures are to be authenticated, issued and delivered, the Company has duly
authorized the execution of this Indenture;

WHEREAS, the Debentures and the certificate of authentication
to be borne by the Debentures (the "Certificate of Authentication") are to be
substantially in such forms as may be approved by the Board of Directors (as
defined below) or set forth in any indenture supplemental to this Indenture;

AND WHEREAS, all acts and things necessary to make the
Debentures issued pursuant hereto, when executed by the Company and
authenticated and delivered by the Trustee as in this Indenture provided, the
valid, binding and legal obligations of the Company, and to constitute these
presents a valid indenture and agreement according to its terms, have been done
and performed or will be done and performed prior to the issuance of such
Debentures, and the execution of this Indenture has been and the issuance
hereunder of the Debentures has been or will be prior to issuance in all
respects duly authorized, and the Company, in the exercise of the legal right
and power in it vested, executes this Indenture and proposes to make, execute,
issue and deliver the Debentures;

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

That in order to declare the terms and conditions upon which
the Debentures are and are to be authenticated, issued and delivered, and in
consideration of the premises, of the purchase and acceptance of the Debentures
by the holders thereof and of the sum of one dollar ($1.00) to it duly paid by
the Trustee at the execution of these presents, the receipt whereof is hereby
acknowledged, the Company covenants and agrees with the Trustee, for the equal
and proportionate benefit (subject to the provisions of this Indenture) of the
respective holders from time to time of the Debentures, without any
discrimination, preference or priority of any one Debenture over any other by
reason of priority in the time of issue, sale or negotiation thereof, or
otherwise, except as provided herein, as follows:
<PAGE> 15
ARTICLE ONE
Definitions

SECTION 1.01. The terms defined in this Section (except as in
this Indenture otherwise expressly provided or unless the context otherwise
requires) for all purposes of this Indenture, any resolution of the Board of
Directors of the Company and of any indenture supplemental hereto shall have
the respective meanings specified in this Section. All other terms used in
this Indenture which are defined in the Trust Indenture Act of 1939, as
amended, or which are by reference in such Act defined in the Securities Act of
1933, as amended (except as herein otherwise expressly provided or unless the
context otherwise requires), shall have the meanings assigned to such terms in
said Trust Indenture Act and in said Securities Act as in force at the date of
the execution of this instrument.

Affiliate:

The term "Affiliate" of the Company shall mean any company at least a majority
of whose outstanding voting stock shall at the time be owned by the Company, or
by one or more direct or indirect subsidiaries of or by the Company and one or
more direct or indirect subsidiaries of the Company. For the purposes only of
this definition of the term "Affiliate", the term "voting stock", as applied to
the stock of any company, shall mean stock of any class or classes having
ordinary voting power for the election of a majority of the directors of such
company, other than stock having such power only by reason of the occurrence of
a contingency.

Authenticating Agent:

The term "Authenticating Agent" shall mean an authenticating agent with respect
to all or any of the series of Debentures, as the case may be, appointed with
respect to all or any series of the Debentures, as the case may be, by the
Trustee pursuant to Section 2.10.

Board of Directors:

The term "Board of Directors" shall mean the Board of Directors of the Company,
or any duly authorized committee of such Board.

Board Resolution:

The term "Board Resolution" shall mean a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification.

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<PAGE> 16
Business Day:

The term "business day", with respect to any series of Debentures, shall mean
any day other than a day on which banking institutions in the Borough of
Manhattan, the City and State of New York, are authorized or obligated by law
or executive order to close.

Certificate:

The term "Certificate" shall mean a certificate signed by the principal
executive officer, the principal financial officer, the principal accounting
officer, any vice president, the treasurer or any assistant treasurer of the
Company. The Certificate need not comply with the provisions of Section 13.06.

Company:

The term "Company" shall mean Georgia Power Company, a corporation duly
organized and existing under the laws of the State of Georgia, and, subject to
the provisions of Article Ten, shall also include its successors and assigns.

Corporate Trust Office:

The term "Corporate Trust Office" shall mean the office of the Trustee at which
at any particular time its corporate trust business shall be principally
administered, which office at the date of the execution of this Indenture is
located at 58 Edgewood Avenue, Room 400, Atlanta, Georgia 30303, Attention:
Corporate Trust Department.

Debenture or Debentures:

The term "Debenture" or "Debentures" shall mean any Debenture or Debentures, as
the case may be, authenticated and delivered under this Indenture.

Debentureholder:

The term "Debentureholder", "holder of Debentures", "registered holder", or
other similar term, shall mean the person or persons in whose name or names a
particular Debenture shall be registered on the books of the Company kept for
that purpose in accordance with the terms of this Indenture.

Default:

The term "Default" shall mean any event, act or condition which with notice or
lapse of time, or both, would constitute an Event of Default.

-3-
<PAGE> 17
Depository:

The term "Depository" shall mean, with respect to Debentures of any series, for
which the Company shall determine that such Debentures will be issued as a
Global Debenture, The Depository Trust Company, New York, New York, another
clearing agency, or any successor registered as a clearing agency under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or other
applicable statute or regulation, which, in each case, shall be designated by
the Company pursuant to either Section 2.01 or 2.11.

Event of Default:

The term "Event of Default" with respect to Debentures of a particular series
shall mean any event specified in Section 6.01, continued for the period of
time, if any, therein designated.

Georgia Power Capital:

The term "Georgia Power Capital" shall mean Georgia Power Capital, L.P., a
Delaware limited partnership.

Global Debenture:

The term "Global Debenture" shall mean, with respect to any series of
Debentures, a Debenture executed by the Company and delivered by the Trustee to
the Depository or pursuant to the Depository's instruction, all in accordance
with the Indenture, which shall be registered in the name of the Depository or
its nominee.

Governmental Obligations:

The term "Governmental Obligations" shall mean securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a person controlled or
supervised by and acting as an agency or instrumentality of the United States
of America, the payment of which is unconditionally guaranteed as a full faith
and credit obligation by the United States of America, which, in either case,
are not callable or redeemable at the option of the issuer thereof, and shall
also include a depository receipt issued by a bank (as defined in Section
3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to
any such Governmental Obligation or a specific payment of principal of or
interest on any such Governmental Obligation held by such custodian for the
account of the holder of such depository receipt; provided that (except as
required by law) such custodian is not authorized to make any deduction from
the amount payable to the holder of such depository receipt from any amount
received by the custodian in respect of the Governmental Obligation or the
specific payment of principal of or interest on the Governmental Obligation
evidenced by such depository receipt.

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<PAGE> 18
Guarantee:

The term "Guarantee" shall mean any guarantee that the Company may enter into
with Georgia Power Capital or other persons directly or indirectly for the
benefit of holders of limited partnership interests issued by Georgia Power
Capital.

Indenture:

The term "Indenture" shall mean this instrument as originally executed, or, if
amended or supplemented as herein provided, as so amended or supplemented.

Interest Payment Date:

The term "Interest Payment Date" when used with respect to any installment of
interest on a Debenture of a particular series shall mean the date specified in
such Debenture or in a Board Resolution or in an indenture supplemental hereto
with respect to such series as the fixed date on which an installment of
interest with respect to Debentures of that series is due and payable.

Limited Partnership Agreement:

The term "Limited Partnership Agreement" shall mean the Amended and Restated
Agreement of Limited Partnership of Georgia Power Capital, dated as of
__________, 1994, as amended, modified, supplemented or restated from time to
time.

Officers' Certificate:

The term "Officers' Certificate" shall mean a certificate signed by the
President or a Vice President and by the Treasurer or an Assistant Treasurer or
the Controller or an Assistant Controller or the Secretary or an Assistant
Secretary of the Company. Each such certificate shall include the statements
provided for in Section 13.06, if and to the extent required by the provisions
thereof.

Opinion of Counsel:

The term "Opinion of Counsel" shall mean an opinion in writing signed by legal
counsel, who may be an employee of or counsel for the Company. Each such
opinion shall include the statements provided for in Section 13.06, if and to
the extent required by the provisions thereof.

Outstanding:

The term "outstanding", when used with reference to Debentures of any series,
shall, subject to the provisions of Section 8.04, mean, as of any particular
time, all Debentures of that series theretofore authenticated and delivered by
the Trustee under this Indenture, except (a) Debentures theretofore canceled by
the

-5-
<PAGE> 19
Trustee or any paying agent, or delivered to the Trustee or any paying agent
for cancellation or which have previously been canceled; (b) Debentures or
portions thereof for the payment or redemption of which moneys or Governmental
Obligations in the necessary amount shall have been deposited in trust with the
Trustee or with any paying agent (other than the Company) or shall have been
set aside and segregated in trust by the Company (if the Company shall act as
its own paying agent); provided, however, that if such Debentures or portions
of such Debentures are to be redeemed prior to the maturity thereof, notice of
such redemption shall have been given as in Article Three provided, or
provision satisfactory to the Trustee shall have been made for giving such
notice; and (c) Debentures in lieu of or in substitution for which other
Debentures shall have been authenticated and delivered pursuant to the terms of
Section 2.07.

Predecessor Debenture:

The term "Predecessor Debenture" of any particular Debenture shall mean every
previous Debenture evidencing all or a portion of the same debt as that
evidenced by such particular Debenture; and, for the purposes of this
definition, any Debenture authenticated and delivered under Section 2.07 in
lieu of a lost, destroyed or stolen Debenture shall be deemed to evidence the
same debt as the lost, destroyed or stolen Debenture.

Responsible Officer:

The term "Responsible Officer" when used with respect to the Trustee shall mean
the chairman of the board of directors, the president, any vice president, the
secretary, the treasurer, any trust officer, any corporate trust officer or any
other officer or assistant officer of the Trustee customarily performing
functions similar to those performed by the persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred
because of his or her knowledge of and familiarity with the particular subject.

Senior Indebtedness:

The term "Senior Indebtedness" of the Company shall mean the principal of,
premium, if any, interest on and any other payment due pursuant to any of the
following, whether outstanding at the date of execution of this Indenture or
thereafter incurred, created or assumed: (a) all indebtedness of the Company
evidenced by notes, debentures, bonds or other securities sold by the Company
for money or other obligations for money borrowed, (b) all indebtedness of
others of the kinds described in the preceding clause (a) assumed by or
guaranteed in any manner by the Company or in effect guaranteed by the Company
through an agreement to purchase, contingent or otherwise, and (c) all
renewals, extensions or refundings of indebtedness of the kinds described in
either of the preceding clauses (a) and (b) unless,

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<PAGE> 20
in the case of any particular indebtedness, renewal, extension or refunding,
the instrument creating or evidencing the same or the assumption or guarantee
of the same expressly provides that such indebtedness, renewal, extension or
refunding is not superior in right of payment to or is pari passu with the
Debentures.

Subsidiary:

The term "Subsidiary" shall mean any corporation at least a majority of whose
outstanding voting stock shall at the time be owned by the Company or by one or
more Subsidiaries or by the Company and one or more Subsidiaries. For the
purposes only of this definition of the term "Subsidiary", the term "voting
stock", as applied to the stock of any corporation, shall mean stock of any
class or classes having ordinary voting power for the election of a majority of
the directors of such corporation, other than stock having such power only by
reason of the occurrence of a contingency.

Trustee:

The term "Trustee" shall mean Trust Company Bank and, subject to the provisions
of Article Seven, shall also include its successors and assigns, and, if at any
time there is more than one person acting in such capacity hereunder, "Trustee"
shall mean each such person. The term "Trustee" as used with respect to a
particular series of the Debentures shall mean the trustee with respect to that
series.

Trust Indenture Act:

The term "Trust Indenture Act", subject to the provisions of Sections 9.01,
9.02, and 10.01, shall mean the Trust Indenture Act of 1939, as amended and in
effect at the date of execution of this Indenture.

ARTICLE TWO
Issue, Description, Terms, Execution,
Registration and Exchange of Debentures

SECTION 2.01. The aggregate principal amount of Debentures
which may be authenticated and delivered under this Indenture is unlimited.

The Debentures may be issued in one or more series up to the
aggregate principal amount of Debentures of that series from time to time
authorized by or pursuant to a Board Resolution or pursuant to one or more
indentures supplemental hereto, prior to the initial issuance of Debentures of
a particular series. Prior to the initial issuance of Debentures of any
series, there shall be established in or pursuant to a Board Resolution, and
set forth in an Officers' Certificate, or established in one or more indentures
supplemental hereto:

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<PAGE> 21
(1) the title of the Debentures of the series (which
shall distinguish the Debentures of the series from all other
Debentures);

(2) any limit upon the aggregate principal amount of the
Debentures of that series which may be authenticated and delivered
under this Indenture (except for Debentures authenticated and
delivered upon registration of transfer of, or in exchange for, or in
lieu of, other Debentures of that series);

(3) the date or dates on which the principal of the
Debentures of the series is payable;

(4) the rate or rates at which the Debentures of the
series shall bear interest or the manner of calculation of such rate
or rates, if any;

(5) the date or dates from which such interest shall
accrue, the Interest Payment Dates on which such interest will be
payable or the manner of determination of such Interest Payment Dates
and the record date for the determination of holders to whom interest
is payable on any such Interest Payment Dates;

(6) the right, if any, to extend the interest payment
periods and the duration of such extension;

(7) the period or periods within which, the price or
prices at which and the terms and conditions upon which, Debentures of
the series may be redeemed, in whole or in part, at the option of the
Company;

(8) the obligation, if any, of the Company to redeem or
purchase Debentures of the series pursuant to any sinking fund or
analogous provisions (including payments made in cash in anticipation
of future sinking fund obligations) or at the option of a holder
thereof and the period or periods within which, the price or prices at
which, and the terms and conditions upon which, Debentures of the
series shall be redeemed or purchased, in whole or in part, pursuant
to such obligation;

(9) the form of the Debentures of the series including
the form of the Certificate of Authentication for such series;

(10) if other than denominations of $25 or any integral
multiple thereof, the denominations in which the Debentures of the
series shall be issuable;

(11) any and all other terms with respect to such series
(which terms shall not be inconsistent with the terms of this
Indenture); and

-8-
<PAGE> 22
(12) whether the Debentures are issuable as a Global
Debenture and, in such case, the identity for the Depository for such
series.

All Debentures of any one series shall be substantially
identical except as to denomination and except as may otherwise be provided in
or pursuant to any such Board Resolution or in any indentures supplemental
hereto.

If any of the terms of the series are established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate setting forth the terms of the series.

SECTION 2.02. The Debentures of any series and the Trustee's
certificate of authentication to be borne by such Debentures shall be
substantially of the tenor and purport as set forth in one or more indentures
supplemental hereto or as provided in a Board Resolution and as set forth in an
Officers' Certificate, and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as the Company may deem appropriate and as are
not inconsistent with the provisions of this Indenture, or as may be required
to comply with any law or with any rule or regulation made pursuant thereto or
with any rule or regulation of any stock exchange on which Debentures of that
series may be listed, or to conform to usage.

SECTION 2.03. The Debentures shall be issuable as registered
Debentures and in the denominations of $25 or any integral multiple thereof,
subject to Section 2.01(10). The Debentures of a particular series shall bear
interest payable on the dates and at the rate or rates specified with respect
to that series. The principal of and the interest on the Debentures of any
series, as well as any premium thereon in case of redemption thereof prior to
maturity, shall be payable in the coin or currency of the United States of
America which at the time is legal tender for public and private debt, at the
office or agency of the Company maintained for that purpose in the Borough of
Manhattan, the City and State of New York. Each Debenture shall be dated the
date of its authentication.

The interest installment on any Debenture which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date for
Debentures of that series shall be paid to the person in whose name said
Debenture (or one or more Predecessor Debentures) is registered at the close of
business on the regular record date for such interest installment. In the
event that any Debenture of a particular series or portion thereof is called
for redemption and the redemption date is subsequent to a regular record date
with respect to any Interest Payment Date and prior to such Interest Payment
Date, interest on

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<PAGE> 23
such Debenture will be paid upon presentation and surrender of such Debenture
as provided in Section 3.03.

Any interest on any Debenture which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date for
Debentures of the same series (herein called "Defaulted Interest") shall
forthwith cease to be payable to the registered holder on the relevant regular
record date by virtue of having been such holder; and such Defaulted Interest
shall be paid by the Company, at its election, as provided in clause (1) or
clause (2) below:

(1) The Company may make payment of any Defaulted
Interest on Debentures to the persons in whose names such Debentures (or their
respective Predecessor Debentures) are registered at the close of business on a
special record date for the payment of such Defaulted Interest, which shall be
fixed in the following manner: the Company shall notify the Trustee in writing
of the amount of Defaulted Interest proposed to be paid on each such Debenture
and the date of the proposed payment, and at the same time the Company shall
deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of
the proposed payment, such money when deposited to be held in trust for the
benefit of the persons entitled to such Defaulted Interest as in this clause
provided. Thereupon the Trustee shall fix a special record date for the
payment of such Defaulted Interest which shall not be more than 15 nor less
than 10 days prior to the date of the proposed payment and not less than 10
days after the receipt by the Trustee of the notice of the proposed payment.
The Trustee shall promptly notify the Company of such special record date and,
in the name and at the expense of the Company, shall cause notice of the
proposed payment of such Defaulted Interest and the special record date
therefor to be mailed, first class postage prepaid, to each Debentureholder at
his or her address as it appears in the Debenture Register (as hereinafter
defined), not less than 10 days prior to such special record date. Notice of
the proposed payment of such Defaulted Interest and the special record date
therefor having been mailed as aforesaid, such Defaulted Interest shall be paid
to the persons in whose names such Debentures (or their respective Predecessor
Debentures) are registered on such special record date and shall be no longer
payable pursuant to the following clause (2).

(2) The Company may make payment of any Defaulted
Interest on any Debentures in any other lawful manner not inconsistent with the
requirements of any securities exchange on which such Debentures may be listed,
and upon such notice as may be required by such exchange, if, after notice
given by the Company to the Trustee of the proposed payment pursuant to this
clause, such manner of payment shall be deemed practicable by the Trustee.

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<PAGE> 24
Unless otherwise set forth in a Board Resolution or one or
more indentures supplemental hereto establishing the terms of any series of
Debentures pursuant to Section 2.01 hereof, the term "regular record date" as
used in this Section with respect to a series of Debentures with respect to any
Interest Payment Date for such series shall mean either the fifteenth day of
the month immediately preceding the month in which an Interest Payment Date
established for such series pursuant to Section 2.01 hereof shall occur, if
such Interest Payment Date is the first day of a month, or the last day of the
month immediately preceding the month in which an Interest Payment Date
established for such series pursuant to Section 2.01 hereof shall occur, if
such Interest Payment Date is the fifteenth day of a month, whether or not such
date is a business day.

Subject to the foregoing provisions of this Section, each
Debenture of a series delivered under this Indenture upon transfer of or in
exchange for or in lieu of any other Debenture of such series shall carry the
rights to interest accrued and unpaid, and to accrue, which were carried by
such other Debenture.

SECTION 2.04. The Debentures shall, subject to the provisions
of Section 2.06, be printed on steel engraved borders or fully or partially
engraved, or legibly typed, as the proper officers of the Company may
determine, and shall be signed on behalf of the Company by its President or one
of its Vice Presidents, under its corporate seal attested by its Secretary or
one of its Assistant Secretaries. The signature of the President or a Vice
President and/or the signature of the Secretary or an Assistant Secretary in
attestation of the corporate seal, upon the Debentures, may be in the form of a
facsimile signature of a present or any future President or Vice President and
of a present or any future Secretary or Assistant Secretary and may be
imprinted or otherwise reproduced on the Debentures and for that purpose the
Company may use the facsimile signature of any person who shall have been a
President or Vice President, or of any person who shall have been a Secretary
or Assistant Secretary, notwithstanding the fact that at the time the
Debentures shall be authenticated and delivered or disposed of such person
shall have ceased to be the President or a Vice President, or the Secretary or
an Assistant Secretary, of the Company, as the case may be. The seal of the
Company may be in the form of a facsimile of the seal of the Company and may be
impressed, affixed, imprinted or otherwise reproduced on the Debentures.

Only such Debentures as shall bear thereon a Certificate of
Authentication substantially in the form established for such Debentures,
executed manually by an authorized signatory of the Trustee, or by any
Authenticating Agent with respect to such Debentures, shall be entitled to the
benefits of this Indenture or be valid or obligatory for any purpose. Such
certificate executed by the Trustee, or by any Authenticating Agent appointed
by the Trustee with respect to such Debentures, upon any

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<PAGE> 25
Debenture executed by the Company shall be conclusive evidence that the
Debenture so authenticated has been duly authenticated and delivered hereunder
and that the holder is entitled to the benefits of this Indenture.

At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Debentures of any series
executed by the Company to the Trustee for authentication, together with a
written order of the Company for the authentication and delivery of such
Debentures, signed by its President or any Vice President and its Treasurer or
any Assistant Treasurer, and the Trustee in accordance with such written order
shall authenticate and deliver such Debentures.

In authenticating such Debentures and accepting the additional
responsibilities under this Indenture in relation to such Debentures, the
Trustee shall be entitled to receive, and (subject to Section 7.01) shall be
fully protected in relying upon, an Opinion of Counsel stating that the form
and terms thereof have been established in conformity with the provisions of
this Indenture.

The Trustee shall not be required to authenticate such
Debentures if the issue of such Debentures pursuant to this Indenture will
affect the Trustee's own rights, duties or immunities under the Debentures and
this Indenture or otherwise in a manner which is not reasonably acceptable to
the Trustee.

SECTION 2.05. (a) Debentures of any series may be exchanged
upon presentation thereof at the office or agency of the Company designated for
such purpose in the Borough of Manhattan, the City and State of New York, for
other Debentures of such series of authorized denominations, and for a like
aggregate principal amount, upon payment of a sum sufficient to cover any tax
or other governmental charge in relation thereto, all as provided in this
Section. In respect of any Debentures so surrendered for exchange, the Company
shall execute, the Trustee shall authenticate and such office or agency shall
deliver in exchange therefor the Debenture or Debentures of the same series
which the Debentureholder making the exchange shall be entitled to receive,
bearing numbers not contemporaneously outstanding.

(b) The Company shall keep, or cause to be kept, at its
office or agency designated for such purpose in the Borough of Manhattan, the
City and State of New York, or such other location designated by the Company a
register or registers (herein referred to as the "Debenture Register") in
which, subject to such reasonable regulations as it may prescribe, the Company
shall register the Debentures and the transfers of Debentures as in this
Article provided and which at all reasonable times shall be open for inspection
by the Trustee. The registrar for the purpose of registering Debentures and
transfer of Debentures as herein provided shall be appointed as authorized by
Board Resolution (the "Debenture Registrar").

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<PAGE> 26
Upon surrender for transfer of any Debenture at the office or
agency of the Company designated for such purpose in the Borough of Manhattan,
the City and State of New York, or other location as aforesaid, the Company
shall execute, the Trustee shall authenticate and such office or agency shall
deliver in the name of the transferee or transferees a new Debenture or
Debentures of the same series as the Debenture presented for a like aggregate
principal amount.

All Debentures presented or surrendered for exchange or
registration of transfer, as provided in this Section, shall be accompanied (if
so required by the Company or the Debenture Registrar) by a written instrument
or instruments of transfer, in form satisfactory to the Company or the
Debenture Registrar, duly executed by the registered holder or by his duly
authorized attorney in writing.

(c) No service charge shall be made for any exchange or
registration of transfer of Debentures, or issue of new Debentures in case of
partial redemption of any series, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge in relation thereto,
other than exchanges pursuant to Section 2.06, the second paragraph of Section
3.03 and Section 9.04 not involving any transfer.

(d) The Company shall not be required (i) to issue,
exchange or register the transfer of any Debentures during a period beginning
at the opening of business 15 days before the day of the mailing of a notice of
redemption of less than all the outstanding Debentures of the same series and
ending at the close of business on the day of such mailing, nor (ii) to
register the transfer of or exchange any Debentures of any series or portions
thereof called for redemption. The provisions of this Section 2.05 are, with
respect to any Global Debenture, subject to Section 2.11 hereof.

SECTION 2.06. Pending the preparation of definitive Debentures
of any series, the Company may execute, and the Trustee shall authenticate and
deliver, temporary Debentures (printed, lithographed or typewritten) of any
authorized denomination, and substantially in the form of the definitive
Debentures in lieu of which they are issued, but with such omissions,
insertions and variations as may be appropriate for temporary Debentures, all
as may be determined by the Company. Every temporary Debenture of any series
shall be executed by the Company and be authenticated by the Trustee upon the
same conditions and in substantially the same manner, and with like effect, as
the definitive Debentures of such series. Without unnecessary delay the
Company will execute and will furnish definitive Debentures of such series and
thereupon any or all temporary Debentures of such series may be surrendered in
exchange therefor (without charge to the holders), at the office or agency of
the Company designated for the purpose in the Borough of Manhattan, the City
and State of New York, and the Trustee

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shall authenticate and such office or agency shall deliver in exchange for such
temporary Debentures an equal aggregate principal amount of definitive
Debentures of such series, unless the Company advises the Trustee to the effect
that definitive Debentures need not be executed and furnished until further
notice from the Company. Until so exchanged, the temporary Debentures of such
series shall be entitled to the same benefits under this Indenture as
definitive Debentures of such series authenticated and delivered hereunder.

SECTION 2.07. In case any temporary or definitive Debenture
shall become mutilated or be destroyed, lost or stolen, the Company (subject to
the next succeeding sentence) shall execute, and upon its request the Trustee
(subject as aforesaid) shall authenticate and deliver, a new Debenture of the
same series bearing a number not contemporaneously outstanding, in exchange and
substitution for the mutilated Debenture, or in lieu of and in substitution for
the Debenture so destroyed, lost or stolen. In every case the applicant for a
substituted Debenture shall furnish to the Company and to the Trustee such
security or indemnity as may be required by them to save each of them harmless,
and, in every case of destruction, loss or theft, the applicant shall also
furnish to the Company and to the Trustee evidence to their satisfaction of the
destruction, loss or theft of the applicant's Debenture and of the ownership
thereof. The Trustee may authenticate any such substituted Debenture and
deliver the same upon the written request or authorization of any officer of
the Company. Upon the issuance of any substituted Debenture, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses
(including the fees and expenses of the Trustee) connected therewith. In case
any Debenture which has matured or is about to mature shall become mutilated or
be destroyed, lost or stolen, the Company may, instead of issuing a substitute
Debenture, pay or authorize the payment of the same (without surrender thereof
except in the case of a mutilated Debenture) if the applicant for such payment
shall furnish to the Company and to the Trustee such security or indemnity as
they may require to save them harmless, and, in case of destruction, loss or
theft, evidence to the satisfaction of the Company and the Trustee of the
destruction, loss or theft of such Debenture and of the ownership thereof.

Every Debenture issued pursuant to the provisions of this
Section in substitution for any Debenture which is mutilated, destroyed, lost
or stolen shall constitute an additional contractual obligation of the Company,
whether or not the mutilated, destroyed, lost or stolen Debenture shall be
found at any time, or be enforceable by anyone, and shall be entitled to all
the benefits of this Indenture equally and proportionately with any and all
other Debentures of the same series duly issued hereunder. All Debentures
shall be held and owned upon the express condition that the foregoing
provisions are exclusive with respect to the replacement or payment of
mutilated,

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<PAGE> 28
destroyed, lost or stolen Debentures, and shall preclude (to the extent lawful)
any and all other rights or remedies, notwithstanding any law or statute
existing or hereafter enacted to the contrary with respect to the replacement
or payment of negotiable instruments or other securities without their
surrender.

SECTION 2.08. All Debentures surrendered for the purpose of
payment, redemption, exchange or registration of transfer shall, if surrendered
to the Company or any paying agent, be delivered to the Trustee for
cancellation, or, if surrendered to the Trustee, shall be canceled by it, and
no Debentures shall be issued in lieu thereof except as expressly required or
permitted by any of the provisions of this Indenture. On request of the
Company, the Trustee shall deliver to the Company canceled Debentures held by
the Trustee. In the absence of such request the Trustee may dispose of
canceled Debentures in accordance with its standard procedures and deliver a
certificate of disposition to the Company. If the Company shall otherwise
acquire any of the Debentures, however, such acquisition shall not operate as a
redemption or satisfaction of the indebtedness represented by such Debentures
unless and until the same are delivered to the Trustee for cancellation.

SECTION 2.09. Nothing in this Indenture or in the Debentures,
express or implied, shall give or be construed to give to any person, firm or
corporation, other than the parties hereto and the holders of the Debentures,
any legal or equitable right, remedy or claim under or in respect of this
Indenture, or under any covenant, condition or provision herein contained; all
such covenants, conditions and provisions being for the sole benefit of the
parties hereto and of the holders of the Debentures.

SECTION 2.10. So long as any of the Debentures of any series
remain outstanding there may be an Authenticating Agent for any or all such
series of Debentures which the Trustee shall have the right to appoint. Said
Authenticating Agent shall be authorized to act on behalf of the Trustee to
authenticate Debentures of such series issued upon exchange, transfer or
partial redemption thereof, and Debentures so authenticated shall be entitled
to the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. All references in this
Indenture to the authentication of Debentures by the Trustee shall be deemed to
include authentication by an Authenticating Agent for such series except for
authentication upon original issuance or pursuant to Section 2.07 hereof. Each
Authenticating Agent shall be acceptable to the Company and shall be a
corporation which has a combined capital and surplus, as most recently reported
or determined by it, sufficient under the laws of any jurisdiction under which
it is organized or in which it is doing business to conduct a trust business,
and which is otherwise authorized under such laws to conduct such business and
is subject to supervision

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or examination by Federal or State authorities. If at any time any
Authenticating Agent shall cease to be eligible in accordance with these
provisions it shall resign immediately.

Any Authenticating Agent may at any time resign by giving
written notice of resignation to the Trustee and to the Company. The Trustee
may at any time (and upon request by the Company shall) terminate the agency of
any Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Company. Upon resignation, termination or
cessation of eligibility of any Authenticating Agent, the Trustee may appoint
an eligible successor Authenticating Agent acceptable to the Company. Any
successor Authenticating Agent, upon acceptance of its appointment hereunder,
shall become vested with all the rights, powers and duties of its predecessor
hereunder as if originally named as an Authenticating Agent pursuant hereto.

SECTION 2.11. (a) If the Company shall establish pursuant to
Section 2.01 that the Debentures of a particular series are to be issued as a
Global Debenture, then the Company shall execute and the Trustee shall, in
accordance with Section 2.04, authenticate and deliver, a Global Debenture
which (i) shall represent, and shall be denominated in an amount equal to the
aggregate principal amount of, all of the Outstanding Debentures of such
series, (ii) shall be registered in the name of the Depository or its nominee,
(iii) shall be delivered by the Trustee to the Depository or pursuant to the
Depository's instruction and (iv) shall bear a legend substantially to the
following effect: "Except as otherwise provided in Section 2.11 of the
Indenture, this Debenture may be transferred, in whole but not in part, only to
another nominee of the Depository or to a successor Depository or to a nominee
of such successor Depository."

(b) Notwithstanding the provisions of Section 2.05, the
Global Debenture of a series may be transferred, in whole but not in part and
in the manner provided in Section 2.05, only to another nominee of the
Depository for such series, or to a successor Depository for such series
selected or approved by the Company or to a nominee of such successor
Depository.

(c) If at any time the Depository for a series of
Debentures notifies the Company that it is unwilling or unable to continue as
Depository for such series or if at any time the Depository for such series
shall no longer be registered or in good standing under the Exchange Act, or
other applicable statute or regulation and a successor Depository for such
series is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such condition, as the case may be,
this Section 2.11 shall no longer be applicable to the Debentures of such
series and the Company will execute, and subject to Section 2.05, the Trustee
will authenticate and deliver Debentures of such series in definitive
registered form without coupons, in authorized denominations, and in an
aggregate

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principal amount equal to the principal amount of the Global Debenture of such
series in exchange for such Global Debenture. In addition, the Company may at
any time determine that the Debentures of any series shall no longer be
represented by a Global Debenture and that the provisions of this Section 2.11
shall no longer apply to the Debentures of such series. In such event the
Company will execute, and subject to Section 2.05, the Trustee, upon receipt of
an Officers' Certificate evidencing such determination by the Company, will
authenticate and deliver Debentures of such series in definitive registered
form without coupons, in authorized denominations, and in an aggregate
principal amount equal to the principal amount of the Global Debenture of such
series in exchange for such Global Debenture. Upon the exchange of the Global
Debenture for such Debentures in definitive registered form without coupons, in
authorized denominations, the Global Debenture shall be canceled by the
Trustee. Such Debentures in definitive registered form issued in exchange for
the Global Debenture pursuant to this Section 2.11(c) shall be registered in
such names and in such authorized denominations as the Depository, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Debentures to the
Depository for delivery to the persons in whose names such Debentures are so
registered.

ARTICLE THREE
Redemption of Debentures and Sinking Fund Provisions

SECTION 3.01. The Company may redeem the Debentures of any
series issued hereunder on and after the dates and in accordance with the terms
established for such series pursuant to Section 2.01 hereof.

SECTION 3.02. (a) In case the Company shall desire to exercise
such right to redeem all or, as the case may be, a portion of the Debentures of
any series in accordance with the right reserved so to do, it shall give notice
of such redemption to holders of the Debentures of such series to be redeemed
by mailing, first class postage prepaid, a notice of such redemption not less
than 30 days and not more than 60 days before the date fixed for redemption of
that series to such holders at their last addresses as they shall appear upon
the Debenture Register. Any notice which is mailed in the manner herein
provided shall be conclusively presumed to have been duly given, whether or not
the registered holder receives the notice. In any case, failure duly to give
such notice to the holder of any Debenture of any series designated for
redemption in whole or in part, or any defect in the notice, shall not affect
the validity of the proceedings for the redemption of any other Debentures of
such series or any other series. In the case of any redemption of Debentures
prior to the expiration of any restriction on such redemption provided in the
terms of such Debentures or elsewhere in this Indenture,

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the Company shall furnish the Trustee with an Officers' Certificate evidencing
compliance with any such restriction.

Each such notice of redemption shall specify the date fixed
for redemption and the redemption price at which Debentures of that series are
to be redeemed, and shall state that payment of the redemption price of such
Debentures to be redeemed will be made at the office or agency of the Company
in the Borough of Manhattan, the City and State of New York, upon presentation
and surrender of such Debentures, that interest accrued to the date fixed for
redemption will be paid as specified in said notice, that from and after said
date interest will cease to accrue and that the redemption is for a sinking
fund, if such is the case. If less than all the Debentures of a series are to
be redeemed, the notice to the holders of Debentures of that series to be
redeemed in whole or in part shall specify the particular Debentures to be so
redeemed. In case any Debenture is to be redeemed in part only, the notice
which relates to such Debenture shall state the portion of the principal amount
thereof to be redeemed, and shall state that on and after the redemption date,
upon surrender of such Debenture, a new Debenture or Debentures of such series
in principal amount equal to the unredeemed portion thereof will be issued.

(b) If less than all the Debentures of a series are to be
redeemed, the Company shall give the Trustee at least 45 days' notice in
advance of the date fixed for redemption as to the aggregate principal amount
of Debentures of the series to be redeemed, and thereupon the Trustee shall
select, by lot or in such other manner as it shall deem appropriate and fair in
its discretion and which may provide for the selection of a portion or portions
(equal to $25 or any integral multiple thereof, subject to Section 2.01(10)) of
the principal amount of such Debentures of a denomination larger than $25
(subject as aforesaid), the Debentures to be redeemed and shall thereafter
promptly notify the Company in writing of the numbers of the Debentures to be
redeemed, in whole or in part.

The Company may, if and whenever it shall so elect, by
delivery of instructions signed on its behalf by its President or any Vice
President, instruct the Trustee or any paying agent to call all or any part of
the Debentures of a particular series for redemption and to give notice of
redemption in the manner set forth in this Section, such notice to be in the
name of the Company or its own name as the Trustee or such paying agent may
deem advisable. In any case in which notice of redemption is to be given by
the Trustee or any such paying agent, the Company shall deliver or cause to be
delivered to, or permit to remain with, the Trustee or such paying agent, as
the case may be, such Debenture Register, transfer books or other records, or
suitable copies or extracts therefrom, sufficient to enable the Trustee or such
paying agent to give any notice by mail that may be required under the
provisions of this Section.

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SECTION 3.03. (a) If the giving of notice of redemption shall
have been completed as above provided, the Debentures or portions of Debentures
of the series to be redeemed specified in such notice shall become due and
payable on the date and at the place stated in such notice at the applicable
redemption price, together with interest accrued to the date fixed for
redemption and interest on such Debentures or portions of Debentures shall
cease to accrue on and after the date fixed for redemption, unless the Company
shall default in the payment of such redemption price and accrued interest with
respect to any such Debenture or portion thereof. On presentation and
surrender of such Debentures on or after the date fixed for redemption at the
place of payment specified in the notice, said Debentures shall be paid and
redeemed at the applicable redemption price for such series, together with
interest accrued thereon to the date fixed for redemption (but if the date
fixed for redemption is an interest payment date, the interest installment
payable on such date shall be payable to the registered holder at the close of
business on the applicable record date pursuant to Section 2.03).

(b) Upon presentation of any Debenture of such series
which is to be redeemed in part only, the Company shall execute and the Trustee
shall authenticate and the office or agency where the Debenture is presented
shall deliver to the holder thereof, at the expense of the Company, a new
Debenture or Debentures of the same series, of authorized denominations in
principal amount equal to the unredeemed portion of the Debenture so presented.

SECTION 3.04. The provisions of Sections 3.04, 3.05 and 3.06
shall be applicable to any sinking fund for the retirement of Debentures of a
series, except as otherwise specified as contemplated by Section 2.01 for
Debentures of such series.

The minimum amount of any sinking fund payment provided for by
the terms of Debentures of any series is herein referred to as a "mandatory
sinking fund payment", and any payment in excess of such minimum amount
provided for by the terms of Debentures of any series is herein referred to as
an "optional sinking fund payment". If provided for by the terms of Debentures
of any series, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 3.05. Each sinking fund payment shall be
applied to the redemption of Debentures of any series as provided for by the
terms of Debentures of such series.

SECTION 3.05. The Company (i) may deliver Outstanding
Debentures of a series (other than any previously called for redemption) and
(ii) may apply as a credit Debentures of a series which have been redeemed
either at the election of the Company pursuant to the terms of such Debentures
or through the application of permitted optional sinking fund payments pursuant
to the terms of such Debentures, in each case in satisfaction of all or any
part of any sinking fund payment with respect to the Debentures of such series
required to be made pursuant to the

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terms of such Debentures as provided for by the terms of such series; provided
that such Debentures have not been previously so credited. Such Debentures
shall be received and credited for such purpose by the Trustee at the
redemption price specified in such Debentures for redemption through operation
of the sinking fund and the amount of such sinking fund payment shall be
reduced accordingly.

SECTION 3.06. Not less than 45 days prior to each sinking fund
payment date for any series of Debentures, the Company will deliver to the
Trustee an Officers' Certificate specifying the amount of the next ensuing
sinking fund payment for that series pursuant to the terms of that series, the
portion thereof, if any, which is to be satisfied by delivering and crediting
Debentures of that series pursuant to Section 3.05 and the basis for such
credit and will, together with such Officers' Certificate, deliver to the
Trustee any Debentures to be so delivered. Not less than 30 days before each
such sinking fund payment date the Trustee shall select the Debentures to be
redeemed upon such sinking fund payment date in the manner specified in Section
3.02 and cause notice of the redemption thereof to be given in the name of and
at the expense of the Company in the manner provided in Section 3.02. Such
notice having been duly given, the redemption of such Debentures shall be made
upon the terms and in the manner stated in Section 3.03.

ARTICLE FOUR
Particular Covenants of the Company

The Company covenants and agrees for each series of the
Debentures as follows:

SECTION 4.01. The Company will duly and punctually pay or
cause to be paid the principal of (and premium, if any) and interest on the
Debentures of that series at the time and place and in the manner provided
herein and established with respect to such Debentures.

SECTION 4.02. So long as any series of the Debentures remain
outstanding, the Company agrees to maintain an office or agency in the Borough
of Manhattan, the City and State of New York, with respect to each such series
and at such other location or locations as may be designated as provided in
this Section 4.02, where (i) Debentures of that series may be presented for
payment, (ii) Debentures of that series may be presented as hereinabove
authorized for registration of transfer and exchange, and (iii) notices and
demands to or upon the Company in respect of the Debentures of that series and
this Indenture may be given or served, such designation to continue with
respect to such office or agency until the Company shall, by written notice
signed by its President or a Vice President and delivered to the Trustee,
designate some other office or agency for such purposes or any of them. If at
any time the Company shall fail to

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maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, notices and demands may
be made or served at the Corporate Trust Office of the Trustee, and the Company
hereby appoints the Trustee as its agent to receive all such presentations,
notices and demands.

SECTION 4.03. (a) If the Company shall appoint one or more
paying agents for all or any series of the Debentures, other than the Trustee,
the Company will cause each such paying agent to execute and deliver to the
Trustee an instrument in which such agent shall agree with the Trustee, subject
to the provisions of this Section:

(1) that it will hold all sums held by it as such agent
for the payment of the principal of (and premium, if any) or interest
on the Debentures of that series (whether such sums have been paid to
it by the Company or by any other obligor of such Debentures) in trust
for the benefit of the persons entitled thereto;

(2) that it will give the Trustee notice of any failure
by the Company (or by any other obligor of such Debentures) to make
any payment of the principal of (and premium, if any) or interest on
the Debentures of that series when the same shall be due and payable;

(3) that it will, at any time during the continuance of
any failure referred to in the preceding paragraph (a)(2) above, upon
the written request of the Trustee, forthwith pay to the Trustee all
sums so held in trust by such paying agent; and

(4) that it will perform all other duties of paying agent
as set forth in this Indenture.

(b) If the Company shall act as its own paying agent with
respect to any series of the Debentures, it will on or before each due date of
the principal of (and premium, if any) or interest on Debentures of that
series, set aside, segregate and hold in trust for the benefit of the persons
entitled thereto a sum sufficient to pay such principal (and premium, if any)
or interest so becoming due on Debentures of that series until such sums shall
be paid to such persons or otherwise disposed of as herein provided and will
promptly notify the Trustee of such action, or any failure (by it or any other
obligor on such Debentures) to take such action. Whenever the Company shall
have one or more paying agents for any series of Debentures, it will, prior to
each due date of the principal of (and premium, if any) or interest on any
Debentures of that series, deposit with the paying agent a sum sufficient to
pay the principal (and premium, if any) or interest so becoming due, such sum
to be held in trust for the benefit of the persons entitled to such principal,
premium or interest, and (unless such paying agent is the

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Trustee) the Company will promptly notify the Trustee of its action or failure
so to act.

(c) Anything in this Section to the contrary
notwithstanding, (i) the agreement to hold sums in trust as provided in this
Section is subject to the provisions of Section 11.05, and (ii) the Company may
at any time, for the purpose of obtaining the satisfaction and discharge of
this Indenture or for any other purpose, pay, or direct any paying agent to
pay, to the Trustee all sums held in trust by the Company or such paying agent,
such sums to be held by the Trustee upon the same terms and conditions as those
upon which such sums were held by the Company or such paying agent; and, upon
such payment by any paying agent to the Trustee, such paying agent shall be
released from all further liability with respect to such money.

SECTION 4.04. The Company, whenever necessary to avoid or fill
a vacancy in the office of Trustee, will appoint, in the manner provided in
Section 7.10, a Trustee, so that there shall at all times be a Trustee
hereunder.

SECTION 4.05. The Company will not, while any of the
Debentures remain outstanding, consolidate with, or merge into, or merge into
itself, or sell or convey all or substantially all of its property to any other
company unless the provisions of Article Ten hereof are complied with.

SECTION 4.06. The Company will not declare or pay any dividend
on, or purchase, acquire or make a distribution or liquidation payment with
respect to, any of its capital stock if at such time (i) there shall have
occurred and be continuing any event that would constitute an Event of Default
under this Indenture, (ii) the Company shall be in default with respect to its
payment of any obligations under the Guarantee, or (iii) the Company shall have
given notice of its selection of an extended interest payment period as
provided in this Indenture and such period, or any extension thereof, shall be
continuing.

SECTION 4.07. The Company will (i) remain the sole general
partner of Georgia Power Capital and maintain 100% ownership of the general
partner interests thereof; provided that any permitted successor of the Company
under the Indenture may succeed to its duties as general partner, (ii)
contribute capital to the extent required to maintain its capital at an amount
equal to at least 3% of the total capital contributions to Georgia Power
Capital, (iii) not voluntarily dissolve, wind up or terminate Georgia Power
Capital, except in connection with a distribution of Debentures and in
connection with certain mergers, consolidations or amalgamations permitted by
the Limited Partnership Agreement, (iv) timely perform all of its duties as
General Partner of Georgia Power Capital and (v) use its reasonable efforts to
cause Georgia Power Capital to remain a limited partnership except in
connection with a distribution of Debentures and in connection with certain
mergers, consolidations

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or amalgamations permitted by the Limited Partnership Agreement, and otherwise
to continue to be treated as a partnership for United States federal income tax
purposes except in connection with a distribution of the Debentures.

ARTICLE FIVE
Debentureholders' Lists and Reports by the Company
and the Trustee

SECTION 5.01. The Company will furnish or cause to be
furnished to the Trustee (a) on each regular record date (as defined in Section
2.03) a list, in such form as the Trustee may reasonably require, of the names
and addresses of the holders of each series of Debentures as of such regular
record date, provided, that the Company shall not be obligated to furnish or
cause to furnish such list at any time that the list shall not differ in any
respect from the most recent list furnished to the Trustee by the Company and
(b) at such other times as the Trustee may request in writing within 30 days
after the receipt by the Company of any such request, a list of similar form
and content as of a date not more than 15 days prior to the time such list is
furnished; provided, however, no such list need be furnished for any series for
which the Trustee shall be the Debenture Registrar.

SECTION 5.02. (a) The Trustee shall preserve, in as current a
form as is reasonably practicable, all information as to the names and
addresses of the holders of Debentures contained in the most recent list
furnished to it as provided in Section 5.01 and as to the names and addresses
of holders of Debentures received by the Trustee in its capacity as Debenture
Registrar (if acting in such capacity).

(b) The Trustee may destroy any list furnished to it as
provided in Section 5.01 upon receipt of a new list so furnished.

(c) In case three or more holders of Debentures of a
series (hereinafter referred to as "applicants") apply in writing to the
Trustee, and furnish to the Trustee reasonable proof that each such applicant
has owned a Debenture for a period of at least six months preceding the date of
such application, and such application states that the applicants desire to
communicate with other holders of Debentures of such series or holders of all
Debentures with respect to their rights under this Indenture or under such
Debentures, and is accompanied by a copy of the form of proxy or other
communication which such applicants propose to transmit, then the Trustee
shall, within five business days after the receipt of such application, at its
election, either:

(1) afford to such applicants access to the information
preserved at the time by the Trustee in accordance with the provisions
of subsection (a) of this Section 5.02; or

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(2) inform such applicants as to the approximate number
of holders of Debentures of such series or of all Debentures, as the
case may be, whose names and addresses appear in the information
preserved at the time by the Trustee, in accordance with the
provisions of subsection (a) of this Section 5.02, and as to the
approximate cost of mailing to such Debentureholders the form of proxy
or other communication, if any, specified in such application.

(d) If the Trustee shall elect not to afford such
applicants access to such information, the Trustee shall, upon the written
request of such applicants, mail to each holder of such series or of all
Debentures, as the case may be, whose name and address appears in the
information preserved at the time by the Trustee in accordance with the
provisions of subsection (a) of this Section 5.02, a copy of the form of proxy
or other communication which is specified in such request, with reasonable
promptness after a tender to the Trustee of the material to be mailed and of
payment, or provision for the payment, of the reasonable expenses of mailing,
unless within five days after such tender, the Trustee shall mail to such
applicants and file with the Securities and Exchange Commission (the
"Commission"), together with a copy of the material to be mailed, a written
statement to the effect that, in the opinion of the Trustee, such mailing would
be contrary to the best interests of the holders of Debentures of such series
or of all Debentures, as the case may be, or would be in violation of
applicable law. Such written statement shall specify the basis of such
opinion. If the Commission, after opportunity for a hearing upon the
objections specified in the written statement so filed, shall enter an order
refusing to sustain any of such objections or if, after the entry of an order
sustaining one or more of such objections, the Commission shall find, after
notice and opportunity for hearing, that all the objections so sustained have
been met and shall enter an order so declaring, the Trustee shall mail copies
of such material to all such Debentureholders with reasonable promptness after
the entry of such order and the renewal of such tender; otherwise, the Trustee
shall be relieved of any obligation or duty to such applicants respecting their
application.

(e) Each and every holder of the Debentures, by receiving
and holding the same, agrees with the Company and the Trustee that neither the
Company nor the Trustee nor any paying agent nor any Debenture Registrar shall
be held accountable by reason of the disclosure of any such information as to
the names and addresses of the holders of Debentures in accordance with the
provisions of subsection (c) of this Section, regardless of the source from
which such information was derived, and that the Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made under
said subsection (c).

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SECTION 5.03. (a) The Company covenants and agrees to file
with the Trustee, within 15 days after the Company is required to file the same
with the Commission, three copies of the annual reports and of the information,
documents and other reports (or three copies of such portions of any of the
foregoing as the Commission may from time to time by rules and regulations
prescribe) which the Company may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company
is not required to file information, documents or reports pursuant to either of
such sections, then to file with the Trustee and the Commission, in accordance
with the rules and regulations prescribed from time to time by the Commission,
such of the supplementary and periodic information, documents and reports which
may be required pursuant to Section 13 of the Exchange Act, in respect of a
security listed and registered on a national securities exchange as may be
prescribed from time to time in such rules and regulations.

(b) The Company covenants and agrees to file with the
Trustee and the Commission, in accordance with the rules and regulations
prescribed from time to time by the Commission, such additional information,
documents and reports with respect to compliance by the Company with the
conditions and covenants provided for in this Indenture as may be required from
time to time by such rules and regulations.

(c) The Company covenants and agrees to transmit by mail,
first class postage prepaid, or reputable over-night delivery service which
provides for evidence of receipt, to the Debentureholders, as their names and
addresses appear upon the Debenture Register, within 30 days after the filing
thereof with the Trustee, such summaries of any information, documents and
reports required to be filed by the Company pursuant to subsections (a) and (b)
of this Section as may be required by rules and regulations prescribed from
time to time by the Commission.

(d) The Company covenants and agrees to furnish to the
Trustee, on or before May 15 in each calendar year in which any of the
Debentures are outstanding, or on or before such other day in each calendar
year as the Company and the Trustee may from time to time agree upon, a
Certificate as to his or her knowledge of the Company's compliance with all
conditions and covenants under this Indenture. For purposes of this subsection
(d), such compliance shall be determined without regard to any period of grace
or requirement of notice provided under this Indenture.

SECTION 5.04. (a) On or before July 15 in each year in which
any of the Debentures are outstanding, the Trustee shall transmit by mail,
first class postage prepaid, to the Debentureholders, as their names and
addresses appear upon the Debenture Register, a brief report dated as of the
preceding May 15, with respect to any of the following events which may have

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occurred within the previous twelve months (but if no such event has occurred
within such period no report need be transmitted):

(1) any change to its eligibility under Section 7.09, and
its qualifications under Section 7.08;

(2) the creation of or any material change to a
relationship specified in paragraphs (1) through (10) of subsection
(c) of Section 7.08;

(3) the character and amount of any advances (and if the
Trustee elects so to state, the circumstances surrounding the making
thereof) made by the Trustee (as such) which remain unpaid on the date
of such report, and for the reimbursement of which it claims or may
claim a lien or charge, prior to that of the Debentures, on any
property or funds held or collected by it as Trustee if such advances
so remaining unpaid aggregate more than 1/2 of 1% of the principal
amount of the Debentures outstanding on the date of such report;

(4) any change to the amount, interest rate, and maturity
date of all other indebtedness owing by the Company, or by any other
obligor on the Debentures, to the Trustee in its individual capacity,
on the date of such report, with a brief description of any property
held as collateral security therefor, except any indebtedness based
upon a creditor relationship arising in any manner described in
paragraph (2), (3), (4), or (6) of subsection (b) of Section 7.13;

(5) any change to the property and funds, if any,
physically in the possession of the Trustee as such on the date of
such report;

(6) any release, or release and substitution, of property
subject to the lien of this Indenture (and the consideration thereof,
if any) which it has not previously reported;

(7) any additional issue of Debentures which the Trustee
has not previously reported; and

(8) any action taken by the Trustee in the performance of
its duties under this Indenture which it has not previously reported
and which in its opinion materially affects the Debentures or the
Debentures of any series, except any action in respect of a default,
notice of which has been or is to be withheld by it in accordance with
the provisions of Section 6.07.

(b) The Trustee shall transmit by mail, first class
postage prepaid, to the Debentureholders, as their names and addresses appear
upon the Debenture Register, a brief report with

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respect to the character and amount of any advances (and if the Trustee elects
so to state, the circumstances surrounding the making thereof) made by the
Trustee as such since the date of the last report transmitted pursuant to the
provisions of subsection (a) of this Section (or if no such report has yet been
so transmitted, since the date of execution of this Indenture), for the
reimbursement of which it claims or may claim a lien or charge prior to that of
the Debentures of any series on property or funds held or collected by it as
Trustee, and which it has not previously reported pursuant to this subsection
if such advances remaining unpaid at any time aggregate more than 10% of the
principal amount of Debentures of such series outstanding at such time, such
report to be transmitted within 90 days after such time.

(c) A copy of each such report shall, at the time of such
transmission to Debentureholders, be filed by the Trustee with the Company,
with each stock exchange upon which any Debentures are listed (if so listed)
and also with the Commission. The Company agrees to notify the Trustee when
any Debentures become listed on any stock exchange.

ARTICLE SIX
Remedies of the Trustee and Debentureholders
on Event of Default

SECTION 6.01. (a) Whenever used herein with respect to
Debentures of a particular series, "Event of Default" means any one or more of
the following events which has occurred and is continuing:

(1) default in the payment of any installment of interest
upon any of the Debentures of that series (including Additional
Interest, if any, in respect thereof), as and when the same shall
become due and payable, and continuance of such default for a period
of 10 days; provided, however, that a valid extension of an interest
payment period by the Company in accordance with the terms of any
indenture supplemental hereto shall not constitute a default in the
payment of interest for this purpose;

(2) default in the payment of the principal of (or
premium, if any, on) any of the Debentures of that series as and when
the same shall become due and payable whether at maturity, upon
redemption, by declaration or otherwise, or in any payment required by
any sinking or analogous fund established with respect to that series;

(3) failure on the part of the Company duly to observe or
perform any other of the covenants or agreements on the part of the
Company with respect to that series contained in such Debentures or
otherwise established with respect to that series of Debentures
pursuant to Section 2.01 hereof or

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contained in this Indenture (other than a covenant or agreement which
has been expressly included in this Indenture solely for the benefit
of one or more series of Debentures other than such series) for a
period of 90 days after the date on which written notice of such
failure, requiring the same to be remedied and stating that such
notice is a "Notice of Default" hereunder, shall have been given to
the Company by the Trustee, by registered or certified mail, or to the
Company and the Trustee by the holders of at least 25% in principal
amount of the Debentures of that series at the time outstanding;

(4) a decree or order by a court having jurisdiction in
the premises shall have been entered adjudging the Company as bankrupt
or insolvent, or approving as properly filed a petition seeking
liquidation or reorganization of the Company under the Federal
Bankruptcy Code or any other similar applicable Federal or State law,
and such decree or order shall have continued unvacated and unstayed
for a period of 90 consecutive days; or an involuntary case shall be
commenced under such Code in respect of the Company and shall continue
undismissed for a period of 90 consecutive days or an order for relief
in such case shall have been entered; or a decree or order of a court
having jurisdiction in the premises shall have been entered for the
appointment on the ground of insolvency or bankruptcy of a receiver or
custodian or liquidator or trustee or assignee in bankruptcy or
insolvency of the Company or of its property, or for the winding up or
liquidation of its affairs, and such decree or order shall have
remained in force unvacated and unstayed for a period of 90
consecutive days;

(5) the Company shall institute proceedings to be
adjudicated a voluntary bankrupt, or shall consent to the filing of a
bankruptcy proceeding against it, or shall file a petition or answer
or consent seeking liquidation or reorganization under the Federal
Bankruptcy Code or any other similar applicable Federal or State law,
or shall consent to the filing of any such petition, or shall consent
to the appointment on the ground of insolvency or bankruptcy of a
receiver or custodian or liquidator or trustee or assignee in
bankruptcy or insolvency of it or of its property, or shall make an
assignment for the benefit of creditors; or

(6) Georgia Power Capital shall have dissolved, wound up
its business or otherwise terminated its existence except in
connection with the distribution of Debentures to limited partners of
Georgia Power Capital in liquidation of their interests in Georgia
Power Capital and in connection with certain mergers, consolidations
or amalgamations permitted by the Limited Partnership Agreement.

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(b) In each and every such case, unless the principal of
all the Debentures of that series shall have already become due and payable,
either the Trustee or the holders of not less than 25% in aggregate principal
amount of the Debentures of that series then outstanding hereunder, by notice
in writing to the Company (and to the Trustee if given by such
Debentureholders), may declare the principal of all the Debentures of that
series to be due and payable immediately, and upon any such declaration the
same shall become and shall be immediately due and payable, anything contained
in this Indenture or in the Debentures of that series or established with
respect to that series pursuant to Section 2.01 hereof to the contrary
notwithstanding.

(c) Section 6.01(b), however, is subject to the condition
that if, at any time after the principal of the Debentures of that series shall
have been so declared due and payable, and before any judgment or decree for
the payment of the moneys due shall have been obtained or entered as
hereinafter provided, the Company shall pay or shall deposit with the Trustee a
sum sufficient to pay all matured installments of interest upon all the
Debentures of that series and the principal of (and premium, if any, on) any
and all Debentures of that series which shall have become due otherwise than by
acceleration (with interest upon such principal and premium, if any, and, to
the extent that such payment is enforceable under applicable law, upon overdue
installments of interest, at the rate per annum expressed in the Debentures of
that series to the date of such payment or deposit) and the amount payable to
the Trustee under Section 7.06, and any and all defaults under the Indenture,
other than the nonpayment of principal on Debentures of that series which shall
not have become due by their terms, shall have been remedied or waived as
provided in Section 6.06 then and in every such case the holders of a majority
in aggregate principal amount of the Debentures of that series then
outstanding, by written notice to the Company and to the Trustee, may rescind
and annul such declaration and its consequences with respect to that series of
Debentures; but no such rescission and annulment shall extend to or shall
affect any subsequent default, or shall impair any right consequent thereon.

(d) In case the Trustee shall have proceeded to enforce
any right with respect to Debentures of that series under this Indenture and
such proceedings shall have been discontinued or abandoned because of such
rescission or annulment or for any other reason or shall have been determined
adversely to the Trustee, then and in every such case the Company and the
Trustee shall be restored respectively to their former positions and rights
hereunder, and all rights, remedies and powers of the Company and the Trustee
shall continue as though no such proceedings had been taken.

SECTION 6.02. (a) The Company covenants that (1) in case
default shall be made in the payment of any installment of interest on any of
the Debentures of a series, or any payment

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required by any sinking or analogous fund established with respect to that
series as and when the same shall have become due and payable, and such default
shall have continued for a period of 10 business days, or (2) in case default
shall be made in the payment of the principal of (or premium, if any, on) any
of the Debentures of a series when the same shall have become due and payable,
whether upon maturity of the Debentures of a series or upon redemption or upon
declaration or otherwise, then, upon demand of the Trustee, the Company will
pay to the Trustee, for the benefit of the holders of the Debentures of that
series, the whole amount that then shall have become due and payable on all
such Debentures for principal (and premium, if any) or interest, or both, as
the case may be, with interest upon the overdue principal (and premium, if any)
and (to the extent that payment of such interest is enforceable under
applicable law and without duplication of any other amounts paid by the Company
or Georgia Power Capital in respect thereof) upon overdue installments of
interest at the rate per annum expressed in the Debentures of that series; and,
in addition thereto, such further amount as shall be sufficient to cover the
costs and expenses of collection, and the amount payable to the Trustee under
Section 7.06.

(b) In case the Company shall fail forthwith to pay such
amounts upon such demand, the Trustee, in its own name and as trustee of an
express trust, shall be entitled and empowered to institute any action or
proceedings at law or in equity for the collection of the sums so due and
unpaid, and may prosecute any such action or proceeding to judgment or final
decree, and may enforce any such judgment or final decree against the Company
or other obligor upon the Debentures of that series and collect in the manner
provided by law out of the property of the Company or other obligor upon the
Debentures of that series wherever situated the moneys adjudged or decreed to
be payable.

(c) In case of any receivership, insolvency, liquidation,
bankruptcy, reorganization, readjustment, arrangement, composition or other
judicial proceedings affecting the Company, any other obligor on such
Debentures, or the creditors or property of either, the Trustee shall have
power to intervene in such proceedings and take any action therein that may be
permitted by the court and shall (except as may be otherwise provided by law)
be entitled to file such proofs of claim and other papers and documents as may
be necessary or advisable in order to have the claims of the Trustee and of the
holders of Debentures of such series allowed for the entire amount due and
payable by the Company or such other obligor under the Indenture at the date of
institution of such proceedings and for any additional amount which may become
due and payable by the Company or such other obligor after such date, and to
collect and receive any moneys or other property payable or deliverable on any
such claim, and to distribute the same after the deduction of the amount
payable to the Trustee under Section 7.06; and any receiver, assignee or
trustee in bankruptcy or reorganization is

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hereby authorized by each of the holders of Debentures of such series to make
such payments to the Trustee, and, in the event that the Trustee shall consent
to the making of such payments directly to such Debentureholders, to pay to the
Trustee any amount due it under Section 7.06.

(d) All rights of action and of asserting claims under
this Indenture, or under any of the terms established with respect to
Debentures of that series, may be enforced by the Trustee without the
possession of any of such Debentures, or the production thereof at any trial or
other proceeding relative thereto, and any such suit or proceeding instituted
by the Trustee shall be brought in its own name as trustee of an express trust,
and any recovery of judgment shall, after provision for payment to the Trustee
of any amounts due under Section 7.06, be for the ratable benefit of the
holders of the Debentures of such series.

In case of an Event of Default hereunder, the Trustee may in
its discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either at law or in
equity or in bankruptcy or otherwise, whether for the specific enforcement of
any covenant or agreement contained in the Indenture or in aid of the exercise
of any power granted in this Indenture, or to enforce any other legal or
equitable right vested in the Trustee by this Indenture or by law.

Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any
Debentureholder any plan of reorganization, arrangement, adjustment or
composition affecting the Debentures of that series or the rights of any holder
thereof or to authorize the Trustee to vote in respect of the claim of any
Debentureholder in any such proceeding.

SECTION 6.03. Any moneys collected by the Trustee pursuant to
Section 6.02 with respect to a particular series of Debentures shall be applied
in the order following, at the date or dates fixed by the Trustee and, in case
of the distribution of such moneys on account of principal (or premium, if any)
or interest, upon presentation of the several Debentures of that series, and
stamping thereon the payment, if only partially paid, and upon surrender
thereof if fully paid:

FIRST: To the payment of costs and expenses of collection and
of all amounts payable to the Trustee under Section 7.06; and

SECOND: To the payment of the amounts then due and unpaid
upon Debentures of such series for principal (and premium, if any) and
interest, in respect of which or for the benefit of which such money
has been collected, ratably,

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without preference or priority of any kind, according to the amounts
due and payable on such Debentures for principal (and premium, if any)
and interest, respectively.

SECTION 6.04. No holder of any Debenture of any series shall
have any right by virtue or by availing of any provision of this Indenture to
institute any suit, action or proceeding in equity or at law upon or under or
with respect to this Indenture or for the appointment of a receiver or trustee,
or for any other remedy hereunder, unless such holder previously shall have
given to the Trustee written notice of an Event of Default and of the
continuance thereof with respect to Debentures of such series specifying such
Event of Default, as hereinbefore provided, and unless also the holders of not
less than 25% in aggregate principal amount of the Debentures of such series
then outstanding shall have made written request upon the Trustee to institute
such action, suit or proceeding in its own name as trustee hereunder and shall
have offered to the Trustee such reasonable indemnity as it may require against
the costs, expenses and liabilities to be incurred therein or thereby, and the
Trustee for 60 days after its receipt of such notice, request and offer of
indemnity, shall have failed to institute any such action, suit or proceeding;
it being understood and intended, and being expressly covenanted by the taker
and holder of every Debenture of such series with every other such taker and
holder and the Trustee, that no one or more holders of Debentures of such
series shall have any right in any manner whatsoever by virtue or by availing
of any provision of this Indenture to affect, disturb or prejudice the rights
of the holders of any other of such Debentures, or to obtain or seek to obtain
priority over or preference to any other such holder, or to enforce any right
under this Indenture, except in the manner herein provided and for the equal,
ratable and common benefit of all holders of Debentures of such series. For
the protection and enforcement of the provisions of this Section, each and
every Debentureholder and the Trustee shall be entitled to such relief as can
be given either at law or in equity.

Notwithstanding any other provisions of this Indenture,
however, the right of any holder of any Debenture to receive payment of the
principal of (and premium, if any) and interest on such Debenture, as therein
provided, on or after the respective due dates expressed in such Debenture (or
in the case of redemption, on the redemption date), or to institute suit for
the enforcement of any such payment on or after such respective dates or
redemption date, shall not be impaired or affected without the consent of such
holder.

SECTION 6.05. (a) All powers and remedies given by this
Article to the Trustee or to the Debentureholders shall, to the extent
permitted by law, be deemed cumulative and not exclusive of any others thereof
or of any other powers and remedies available to the Trustee or the holders of
the Debentures, by judicial proceedings or otherwise, to enforce the
performance or

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observance of the covenants and agreements contained in this Indenture or
otherwise established with respect to such Debentures.

(b) No delay or omission of the Trustee or of any holder
of any of the Debentures to exercise any right or power accruing upon any Event
of Default occurring and continuing as aforesaid shall impair any such right or
power, or shall be construed to be a waiver of any such default or an
acquiescence therein; and, subject to the provisions of Section 6.04, every
power and remedy given by this Article or by law to the Trustee or to the
Debentureholders may be exercised from time to time, and as often as shall be
deemed expedient, by the Trustee or by the Debentureholders.

SECTION 6.06. The holders of a majority in aggregate principal
amount of the Debentures of any series at the time outstanding, determined in
accordance with Section 8.04, shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred on the Trustee with respect to such
series; provided, however, that such direction shall not be in conflict with
any rule of law or with this Indenture or unduly prejudicial to the rights of
holders of Debentures of any other series at the time outstanding determined in
accordance with Section 8.04 not parties thereto. Subject to the provisions of
Section 7.01, the Trustee shall have the right to decline to follow any such
direction if the Trustee in good faith shall, by a Responsible Officer or
Officers of the Trustee, determine that the proceeding so directed would
involve the Trustee in personal liability. The holders of a majority in
aggregate principal amount of the Debentures of any series at the time
outstanding affected thereby, determined in accordance with Section 8.04, may
on behalf of the holders of all of the Debentures of such series waive any past
default in the performance of any of the covenants contained herein or
established pursuant to Section 2.01 with respect to such series and its
consequences, except a default in the payment of the principal of, or premium,
if any, or interest on, any of the Debentures of that series as and when the
same shall become due by the terms of such Debentures otherwise than by
acceleration (unless such default has been cured and a sum sufficient to pay
all matured installments of interest and principal otherwise than by
acceleration and any premium has been deposited with the Trustee (in accordance
with Section 6.01(c))) or a call for redemption of Debentures of that series.
Upon any such waiver, the default covered thereby shall be deemed to be cured
for all purposes of this Indenture and the Company, the Trustee and the holders
of the Debentures of such series shall be restored to their former positions
and rights hereunder, respectively; but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.

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SECTION 6.07. The Trustee shall, within 90 days after the
occurrence of a default with respect to a particular series, transmit by mail,
first class postage prepaid, to the holders of Debentures of that series, as
their names and addresses appear upon the Debenture Register, notice of all
defaults with respect to that series known to the Trustee, unless such defaults
shall have been cured before the giving of such notice (the term "defaults" for
the purposes of this Section being hereby defined to be the events specified in
subsections (1), (2), (3), (4), (5) and (6) of Section 6.01(a), not including
any periods of grace provided for therein and irrespective of the giving of
notice provided for by subsection (3) of Section 6.01(a)); provided, that,
except in the case of default in the payment of the principal of (or premium,
if any) or interest on any of the Debentures of that series or in the payment
of any sinking fund installment established with respect to that series, the
Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee, or a trust committee of directors
and/or Responsible Officers, of the Trustee in good faith determine that the
withholding of such notice is in the interests of the holders of Debentures of
that series; provided further, that in the case of any default of the character
specified in Section 6.01(a)(3) with respect to Debentures of such series no
such notice to the holders of the Debentures of that series shall be given
until at least 30 days after the occurrence thereof.

The Trustee shall not be deemed to have knowledge of any
default, except (i) a default under subsection (a)(1) or (a)(2) of Section 6.01
as long as the Trustee is acting as paying agent for such series of Debentures
or (ii) any default as to which the Trustee shall have received written notice
or a Responsible Officer charged with the administration of this Indenture
shall have obtained written notice.

SECTION 6.08. All parties to this Indenture agree, and each
holder of any Debentures by his or her acceptance thereof shall be deemed to
have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit,
and that such court may in its discretion assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in such suit, having due
regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section shall not apply to any suit
instituted by the Trustee, to any suit instituted by any Debentureholder, or
group of Debentureholders, holding more than 10% in aggregate principal amount
of the outstanding Debentures of any series, or to any suit instituted by any
Debentureholder for the enforcement of the payment of the principal of (or
premium, if any) or interest on any Debenture of such series, on or after the
respective due

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dates expressed in such Debenture or established pursuant to this Indenture.

ARTICLE SEVEN
Concerning the Trustee

SECTION 7.01. (a) The Trustee, prior to the occurrence of an
Event of Default with respect to Debentures of a series and after the curing of
all Events of Default with respect to Debentures of that series which may have
occurred, shall undertake to perform with respect to Debentures of such series
such duties and only such duties as are specifically set forth in this
Indenture, and no implied covenants shall be read into this Indenture against
the Trustee. In case an Event of Default with respect to Debentures of a
series has occurred (which has not been cured or waived), the Trustee shall
exercise with respect to Debentures of that series such of the rights and
powers vested in it by this Indenture, and use the same degree of care and
skill in their exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs.

(b) No provision of this Indenture shall be construed to
relieve the Trustee from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that:

(1) prior to the occurrence of an Event of Default with
respect to Debentures of a series and after the curing or waiving of
all such Events of Default with respect to that series which may have
occurred:

(i) the duties and obligations of the Trustee
shall with respect to Debentures of such series be determined
solely by the express provisions of this Indenture, and the
Trustee shall not be liable with respect to Debentures of such
series except for the performance of such duties and
obligations as are specifically set forth in this Indenture,
and no implied covenants or obligations shall be read into
this Indenture against the Trustee; and

(ii) in the absence of bad faith on the part of
the Trustee, the Trustee may with respect to Debentures of
such series conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture;
but in the case of any such certificates or opinions which by
any provision hereof are specifically required to be furnished
to the Trustee, the Trustee shall be under a duty to examine
the same to determine whether or not they conform to the
requirements of this Indenture;

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(2) the Trustee shall not be liable for any error of
judgment made in good faith by a Responsible Officer or Responsible
Officers of the Trustee, unless it shall be proved that the Trustee
was negligent in ascertaining the pertinent facts;

(3) the Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in accordance
with the direction of the holders of not less than a majority in
principal amount of the Debentures of any series at the time
outstanding relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any
trust or power conferred upon the Trustee under this Indenture with
respect to the Debentures of that series; and

(4) None of the provisions contained in this Indenture
shall require the Trustee to expend or risk its own funds or otherwise
incur personal financial liability in the performance of any of its
duties or in the exercise of any of its rights or powers, if the
Trustee reasonably believes that the repayment of such funds or
liability is not reasonably assured to it under the terms of this
Indenture or adequate indemnity against such risk is not reasonably
assured to it.

SECTION 7.02. Except as otherwise provided in Section 7.01:

(a) The Trustee may rely and shall be protected in acting
or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order,
approval, bond, security or other paper or document believed by it (i)
to be genuine and (ii) to have been signed or presented by the proper
party or parties;

(b) Any request, direction, order or demand of the
Company mentioned herein shall be sufficiently evidenced by a Board
Resolution or an instrument signed in the name of the Company by the
President or any Vice President and by the Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer (unless other
evidence in respect thereof is specifically prescribed herein);

(c) The Trustee may consult with counsel and the written
advice of such counsel or any Opinion of Counsel shall be full and
complete authorization and protection in respect of any action taken
or suffered or omitted hereunder in good faith and in reliance
thereon;

(d) The Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Indenture at the
request, order or direction of any of the

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Debentureholders, pursuant to the provisions of this Indenture, unless
such Debentureholders shall have offered to the Trustee security or
indemnity satisfactory to it against the costs, expenses and
liabilities which may be incurred therein or thereby; nothing herein
contained shall, however, relieve the Trustee of the obligation, upon
the occurrence of an Event of Default with respect to a series of the
Debentures (which has not been cured or waived) to exercise with
respect to Debentures of that series such of the rights and powers
vested in it by this Indenture, and to use the same degree of care and
skill in their exercise, as a prudent man would exercise or use under
the circumstances in the conduct of his own affairs;

(e) The Trustee shall not be liable for any action taken
or omitted to be taken by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon
it by this Indenture;

(f) The Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request,
consent, order, approval, bond, security, or other papers or
documents, unless requested in writing so to do by the holders of not
less than a majority in principal amount of the outstanding Debentures
of the particular series affected thereby (determined as provided in
Section 8.04); provided, however, that if the payment within a
reasonable time to the Trustee of the costs, expenses or liabilities
likely to be incurred by it in the making of such investigation is, in
the opinion of the Trustee, not reasonably assured to the Trustee by
the security afforded to it by the terms of this Indenture, the
Trustee may require reasonable indemnity against such costs, expenses
or liabilities as a condition to so proceeding. The reasonable
expense of every such examination shall be paid by the Company or, if
paid by the Trustee, shall be repaid by the Company upon demand; and

(g) The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or
through agents or attorneys and the Trustee shall not be responsible
for any misconduct or negligence on the part of any agent or attorney
appointed with due care by it hereunder.

SECTION 7.03. (a) The recitals contained herein and in the
Debentures (other than the Certificate of Authentication on the Debentures)
shall be taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness of the same.

(b) The Trustee makes no representations as to the
validity or sufficiency of this Indenture or of the Debentures.

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(c) The Trustee shall not be accountable for the use or
application by the Company of any of the Debentures or of the proceeds of such
Debentures, or for the use or application of any moneys paid over by the
Trustee in accordance with any provision of this Indenture or established
pursuant to Section 2.01, or for the use or application of any moneys received
by any paying agent other than the Trustee.

SECTION 7.04. The Trustee or any paying agent or Debenture
Registrar, in its individual or any other capacity, may become the owner or
pledgee of Debentures with the same rights it would have if it were not
Trustee, paying agent or Debenture Registrar.

SECTION 7.05. Subject to the provisions of Section 11.05, all
moneys received by the Trustee shall, until used or applied as herein provided,
be held in trust for the purposes for which they were received, but need not be
segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any moneys received by it hereunder
except such as it may agree with the Company to pay thereon.

SECTION 7.06. (a) The Company covenants and agrees to pay to
the Trustee from time to time, and the Trustee shall be entitled to, reasonable
compensation (which shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust) for all services rendered by
it in the execution of the trusts hereby created and in the exercise and
performance of any of the powers and duties hereunder of the Trustee, and the
Company will pay or reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and
of all persons not regularly in its employ) except any such expense,
disbursement or advance as may arise from its negligence or bad faith. The
Company also covenants to indemnify the Trustee (and its officers, agents,
directors and employees) for, and to hold it harmless against, any loss,
liability or expense incurred without negligence, willful misconduct or bad
faith on the part of the Trustee and arising out of or in connection with the
acceptance or administration of this trust, including the reasonable costs and
expenses of defending itself against any claim of liability in the premises.

(b) The obligations of the Company under this Section to
compensate and indemnify the Trustee and to pay or reimburse the Trustee for
expenses, disbursements and advances shall constitute additional indebtedness
hereunder. Such additional indebtedness shall be secured by a lien prior to
that of the Debentures upon all property and funds held or collected by the
Trustee as such, except funds held in trust for the benefit of the holders of
particular Debentures.

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SECTION 7.07. Except as otherwise provided in Section 7.01,
whenever in the administration of the provisions of this Indenture the Trustee
shall deem it necessary or desirable that a matter be proved or established
prior to taking or suffering or omitting to take any action hereunder, such
matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of negligence or bad faith on the part of the
Trustee, be deemed to be conclusively proved and established by an Officers'
Certificate delivered to the Trustee and such certificate, in the absence of
negligence or bad faith on the part of the Trustee, shall be full warrant to
the Trustee for any action taken, suffered or omitted to be taken by it under
the provisions of this Indenture upon the faith thereof.

SECTION 7.08. (a) If the Trustee has or shall acquire any
conflicting interest, as defined in this Section, with respect to the
Debentures of any series and if the Default to which such conflicting interest
relates has not been cured, duly waived or otherwise eliminated, within 90 days
after ascertaining that it has such conflicting interest, it shall either
eliminate such conflicting interest, except as otherwise provided herein, or
resign with respect to the Debentures of that series in the manner and with the
effect specified in Section 7.10 and the Company shall promptly appoint a
successor Trustee in the manner provided herein.

(b) In the event that the Trustee shall fail to comply
with the provisions of subsection (a) of this Section, with respect to the
Debentures of any series the Trustee shall, within ten days after the
expiration of such 90-day period, transmit notice of such failure by mail,
first class postage prepaid, to the Debentureholders of that series as their
names and addresses appear upon the registration books.

(c) For the purposes of this Section the Trustee shall be
deemed to have a conflicting interest with respect to the Debentures of any
series if a Default has occurred and is continuing and:

(1) the Trustee is trustee under this Indenture with
respect to the outstanding Debentures of any series other than that
series, or is trustee under another indenture under which any other
securities, or certificates of interest or participation in any other
securities, of the Company are outstanding, unless such other
indenture is a collateral trust indenture under which the only
collateral consists of Debentures issued under this Indenture;
provided that there shall be excluded from the operation of this
paragraph the Debentures of any series other than that series and any
other indenture or indentures under which other securities, or
certificates of interest or participation in other securities, of the
Company are outstanding if (i) this Indenture and such other indenture
or indentures and all series of securities issuable thereunder

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are wholly unsecured and rank equally and such other indenture or
indentures (and such series) are hereafter qualified under the Trust
Indenture Act, unless the Commission shall have found and declared by
order pursuant to subsection (b) of Section 305 or subsection (c) of
Section 307 of the Trust Indenture Act, that differences exist between
(A) the provisions of this Indenture with respect to Debentures of
that series and with respect to one or more other series or (B) the
provisions of this Indenture and the provisions of such other
indenture or indentures (or such series), which are so likely to
involve a material conflict of interest as to make it necessary in the
public interest or for the protection of investors to disqualify the
Trustee from acting as such under this Indenture with respect to the
Debentures of that series and such other series or such other
indenture or indentures, or (ii) the Company shall have sustained the
burden of proving, on application to the Commission and after
opportunity for hearing thereon, that the trusteeship under this
Indenture with respect to Debentures of that series and such other
series or such other indenture or indentures is not so likely to
involve a material conflict of interest as to make it necessary in the
public interest or for the protection of investors to disqualify the
Trustee from acting as such under this Indenture with respect to
Debentures of that series and such other series or under such other
indentures;

(2) the Trustee or any of its directors or executive
officers is an underwriter for the Company;

(3) the Trustee directly or indirectly controls or is
directly or indirectly controlled by or is under direct or indirect
common control with or an underwriter for the Company;

(4) the Trustee or any of its directors or executive
officers is a director, officer, partner, employee, appointee or
representative of the Company, or of an underwriter (other than the
Trustee itself) for the Company who is currently engaged in the
business of underwriting, except that (A) one individual may be a
director and/or an executive officer of the Trustee and a director
and/or an executive officer of the Company, but may not be at the same
time an executive officer of both the Trustee and the Company; (B) if
and so long as the number of directors of the Trustee in office is
more than nine, one additional individual may be a director and/or an
executive officer of the Trustee and a director of the Company; and
(C) the Trustee may be designated by the Company or by an underwriter
for the Company to act in the capacity of transfer agent, registrar,
custodian, paying agent, fiscal agent, escrow agent, or depository, or
in any other similar capacity, or, subject to the provisions of
paragraph (1) of

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this subsection (c), to act as trustee whether under an indenture or
otherwise;

(5) 10% or more of the voting securities of the Trustee
is beneficially owned either by the Company or by any director,
partner, or executive officer thereof, or 20% or more of such voting
securities is beneficially owned, collectively, by any two or more of
such persons; or 10% or more of the voting securities of the Trustee
is beneficially owned either by an underwriter for the Company or by
any director, partner, or executive officer thereof, or is
beneficially owned, collectively, by any two or more such persons;

(6) the Trustee is the beneficial owner of, or holds as
collateral security for an obligation which is in default (as
hereinafter in this subsection (c) defined), (A) 5% or more of the
voting securities, or 10% or more of any other class of security, of
the Company, not including the Debentures issued under this Indenture
and securities issued under any other indenture under which the
Trustee is also trustee, or (B) 10% or more of any class of security
of an underwriter for the Company;

(7) the Trustee is the beneficial owner of, or holds as
collateral security for an obligation which is in default (as
hereinafter in this subsection (c) defined), 5% or more of the voting
securities of any person who, to the knowledge of the Trustee, owns
10% or more of the voting securities of, or controls directly or
indirectly or is under direct or indirect common control with, the
Company;

(8) the Trustee is the beneficial owner of, or holds as
collateral security for an obligation which is in default (as
hereinafter in this subsection (c) defined), 10% or more of any class
of security of any person who, to the knowledge of the Trustee, owns
50% or more of the voting securities of the Company;

(9) the Trustee owns, on the date of Default upon the
Debentures of any series or any anniversary of such Default while such
Default upon the Debentures issued under this Indenture remains
outstanding, in the capacity of executor, administrator, testamentary
or inter vivos trustee, guardian, committee or conservator, or in any
other similar capacity, an aggregate of 25% or more of the voting
securities, or of any class of security, of any person, the beneficial
ownership of a specified percentage of which would have constituted a
conflicting interest under paragraph (6), (7), or (8) of this
subsection (c). As to any such securities of which the Trustee
acquired ownership through becoming executor, administrator or
testamentary trustee of an estate which include them, the provisions
of the preceding sentence shall not apply, for a period of two

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years from the date of such acquisition, to the extent that such
securities included in such estate do not exceed 25% of such voting
securities or 25% of any such class of security. Promptly after the
dates of any such Default upon the Debentures issued under this
Indenture and annually in each succeeding year that the Debentures
issued under this Indenture remain in Default, the Trustee shall make
a check of its holding of such securities in any of the
above-mentioned capacities as of such dates. If the Company fails to
make payment in full of principal of or interest on any of the
Debentures when and as the same becomes due and payable, and such
failure continues for 30 days thereafter, the Trustee shall make a
prompt check of its holding of such securities in any of the
above-mentioned capacities as of the date of the expiration of such
30-day period, and after such date, notwithstanding the foregoing
provisions of this paragraph (9), all such securities so held by the
Trustee, with sole or joint control over such securities vested in it,
shall, but only so long as such failure shall continue, be considered
as though beneficially owned by the Trustee for the purposes of
paragraphs (6), (7) and (8) of this subsection (c); or

(10) except under the circumstances described in paragraph
(1), (3), (4), (5) or (6) of subsection (b) of Section 7.13 the
Trustee shall be or shall become a creditor of the Company.

For purposes of paragraph (1) of this subsection (c), and of
Section 6.06, the term "series of securities" or "series" means a series, class
or group of securities issuable under an indenture pursuant to whose terms
holders of one such series may vote to direct the indenture trustee, or
otherwise take action pursuant to a vote of such holders, separately from
holders of another such series; provided, that "series of securities" or
"series" shall not include any series of securities issuable under an indenture
if all such series rank equally and are wholly unsecured.

The specification of percentages in paragraphs (5) to (9),
inclusive, of this subsection (c) shall not be construed as indicating that the
ownership of such percentages of the securities of a person is or is not
necessary or sufficient to constitute direct or indirect control for the
purposes of paragraph (3) or (7) of this subsection (c).

For the purposes of paragraphs (6), (7), (8) and (9) of this
subsection (c) only, (A) the terms "security" and "securities" shall include
only such securities as are generally known as corporate securities, but shall
not include any note or other evidence of indebtedness issued to evidence an
obligation to repay moneys lent to a person by one or more banks, trust
companies or banking firms, or any certificate of interest or participation in
any such note or evidence of indebtedness; (B)

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an obligation shall be deemed to be in "default" when a default in payment of
principal shall have continued for 30 days or more and shall not have been
cured; and (C) the Trustee shall not be deemed to be the owner or holder of (i)
any security which it holds as collateral security (as trustee or otherwise)
for any obligation which is not in default as defined in clause (B) above, or
(ii) any security which it holds as collateral security under this Indenture,
irrespective of any Default hereunder, or (iii) any security which it holds as
agent for collection, or as custodian, escrow agent or depositary, or in any
similar representative capacity.

Except as above provided, the word "security" or "securities"
as used in this Indenture shall mean any note, stock, treasury stock, bond,
debenture, evidence of indebtedness, certificate of interest or participation
in any profit sharing agreement, collateral trust certificate, pre organization
certificate or subscription, transferable share, investment contract, voting
trust certificate, certificate of deposit for a security, fractional undivided
interest in oil, gas, or other mineral rights, or, in general, any interest or
instrument commonly known as a "security", or any certificate of interest or
participation in, temporary or interim certificate for, receipt for, guarantee
of, or warrant or right to subscribe to or purchase, any of the foregoing.

(d) For the purposes of this Section:

(1) The term "underwriter" when used with reference to
the Company shall mean every person, who, within one year prior to the
time as of which the determination is made, has purchased from the
Company with a view to, or has offered or sold for the Company in
connection with, the distribution of any security of the Company
outstanding at such time, or has participated or has had a direct or
indirect participation in any such undertaking, or has participated or
has had a participation in the direct or indirect underwriting of any
such undertaking, but such term shall not include a person whose
interest was limited to a commission from an underwriter or dealer not
in excess of the usual and customary distributors' or sellers'
commission.

(2) The term "director" shall mean any member of the
board of directors of a corporation or any individual performing
similar functions with respect to any organization whether
incorporated or unincorporated.

(3) The term "person" shall mean an individual, a
corporation, a partnership, an association, a joint-stock company, a
trust, an unincorporated organization or a government or political
subdivision thereof. As used in this paragraph, the term "trust"
shall include only a trust where the interest or interests of the
beneficiary or beneficiaries are evidenced by a security.

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(4) The term "voting security" shall mean any security
presently entitling the owner or holder thereof to vote in the
direction or management of the affairs of a person, or any security
issued under or pursuant to any trust, agreement or arrangement
whereby a trustee or trustees or agent or agents for the owner or
holder of such security are presently entitled to vote in the
direction or management of the affairs of a person.

(5) The term "Company" shall mean any obligor upon the
Debentures.

(6) The term "executive officer" shall mean the chairman
of the board of directors, president, every vice president, every
assistant vice president, every trust officer, the cashier, the
secretary, and the treasurer of a corporation, and any individual
customarily performing similar functions with respect to any
organization whether incorporated or unincorporated.

(e) The percentages of voting securities and other
securities specified in this Section shall be calculated in accordance with the
following provisions:

(1) A specified percentage of the voting securities of the
Trustee, the Company or any other person referred to in this Section
(each of whom is referred to as a "person" in this paragraph) means
such amount of the outstanding voting securities of such person as
entitles the holder or holders thereof to cast such specified
percentage of the aggregate votes which the holders of all the
outstanding voting securities of such person are entitled to cast in
the direction or management of the affairs of such person.

(2) A specified percentage of a class of securities of a
person means such percentage of the aggregate amount of securities of
the class outstanding.

(3) The term "amount", when used in regard to securities,
means the principal amount if relating to evidences of indebtedness,
the number of shares if relating to capital shares, and the number of
units if relating to any other kind of security.

(4) The term "outstanding" means issued and not held by
or for the account of the issuer. The following securities shall not
be deemed outstanding within the meaning of this definition:

(i) securities of an issuer held in a sinking
fund relating to securities of the issuer of the same class;

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(ii) securities of an issuer held in a sinking
fund relating to another class of securities of the issuer, if
the obligation evidenced by such other class of securities is
not in default as to principal or interest or otherwise;

(iii) securities pledged by the issuer thereof as
security for an obligation of the issuer not in default as to
principal or interest or otherwise; and

(iv) securities held in escrow if placed in escrow
by the issuer thereof, provided, however, that any voting
securities of an issuer shall be deemed outstanding if any
person other than the issuer is entitled to exercise the
voting rights thereof.

(5) A security shall be deemed to be of the same class as
another security if both securities confer upon the holder or holders
thereof substantially the same rights and privileges; provided,
however, that, in the case of secured evidences of indebtedness, all
of which are issued under a single indenture, differences in the
interest rates or maturity dates of various series thereof shall not
be deemed sufficient to constitute such series different classes; and
provided, further, that, in the case of unsecured evidences of
indebtedness, differences in the interest rates or maturity dates
thereof shall not be deemed sufficient to constitute them securities
of different classes, whether or not they are issued under a single
indenture.

(f) Except in the case of a default in the payment of the
principal of (or premium, if any) or interest on any Debentures issued under
this Indenture, or in the payment of any sinking or analogous fund installment,
the Trustee shall not be required to resign as provided by this Section 7.08 if
such Trustee shall have sustained the burden of proving, on application to the
Commission and after opportunity for hearing thereon, that (i) the default
under the Indenture may be cured or waived during a reasonable period and under
the procedures described in such application and (ii) a stay of the Trustee's
duty to resign will not be inconsistent with the interests of Debentureholders.
The filing of such an application shall automatically stay the performance of
the duty to resign until the Commission orders otherwise.

Any resignation of the Trustee shall become effective only
upon the appointment of a successor trustee and such successor's acceptance of
such an appointment.

SECTION 7.09. There shall at all times be a Trustee with
respect to the Debentures issued hereunder which shall at all times be a
corporation organized and doing business under the laws of the United States of
America or any State or Territory thereof or of the District of Columbia, or a
corporation or other

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person permitted to act as trustee by the Commission, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus
of at least 50 million dollars, and subject to supervision or examination by
Federal, State, Territorial, or District of Columbia authority. If such
corporation publishes reports of condition at least annually, pursuant to law
or to the requirements of the aforesaid supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. The Company may not, nor
may any person directly or indirectly controlling, controlled by, or under
common control with the Company, serve as Trustee. In case at any time the
Trustee shall cease to be eligible in accordance with the provisions of this
Section, the Trustee shall resign immediately in the manner and with the effect
specified in Section 7.10.

SECTION 7.10. (a) The Trustee or any successor hereafter
appointed, may at any time resign with respect to the Debentures of one or more
series by giving written notice thereof to the Company and by transmitting
notice of resignation by mail, first class postage prepaid, to the
Debentureholders of such series, as their names and addresses appear upon the
Debenture Register. Upon receiving such notice of resignation, the Company
shall promptly appoint a successor trustee with respect to Debentures of such
series by written instrument, in duplicate, executed by order of the Board of
Directors, one copy of which instrument shall be delivered to the resigning
Trustee and one copy to the successor trustee. If no successor trustee shall
have been so appointed and have accepted appointment within 30 days after the
mailing of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor trustee with
respect to Debentures of such series, or any Debentureholder of that series who
has been a bona fide holder of a Debenture or Debentures for at least six
months may, subject to the provisions of Section 6.08, on behalf of himself and
all others similarly situated, petition any such court for the appointment of a
successor trustee. Such court may thereupon after such notice, if any, as it
may deem proper and prescribe, appoint a successor trustee.

(b) In case at any time any of the following shall occur:

(1) the Trustee shall fail to comply with the provisions
of subsection (a) of Section 7.08 after written request therefor by
the Company or by any Debentureholder who has been a bona fide holder
of a Debenture or Debentures for at least six months; or

(2) the Trustee shall cease to be eligible in accordance
with the provisions of Section 7.09 and shall fail

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to resign after written request therefor by the Company or by any such
Debentureholder; or

(3) the Trustee shall become incapable of acting, or
shall be adjudged a bankrupt or insolvent, or a receiver of the
Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or
liquidation;

then, in any such case, the Company may remove the Trustee with respect to all
Debentures and appoint a successor trustee by written instrument, in duplicate,
executed by order of the Board of Directors, one copy of which instrument shall
be delivered to the Trustee so removed and one copy to the successor trustee,
or, subject to the provisions of Section 6.08, unless the Trustee's duty to
resign is stayed as provided herein, any Debentureholder who has been a bona
fide holder of a Debenture or Debentures for at least six months may, on behalf
of himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
trustee. Such court may thereupon after such notice, if any, as it may deem
proper and prescribe, remove the Trustee and appoint a successor trustee.

(c) The holders of a majority in aggregate principal
amount of the Debentures of any series at the time outstanding may at any time
remove the Trustee with respect to such series and appoint a successor trustee.

(d) Any resignation or removal of the Trustee and
appointment of a successor trustee with respect to the Debentures of a series
pursuant to any of the provisions of this Section shall become effective upon
acceptance of appointment by the successor trustee as provided in Section 7.11.

(e) Any successor trustee appointed pursuant to this
Section may be appointed with respect to the Debentures of one or more series
or all of such series, and at any time there shall be only one Trustee with
respect to the Debentures of any particular series.

SECTION 7.11. (a) In case of the appointment hereunder of a
successor trustee with respect to all Debentures, every such successor trustee
so appointed shall execute, acknowledge and deliver to the Company and to the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on the request of the Company or the successor trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor trustee all the rights, powers,

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and trusts of the retiring Trustee and shall duly assign, transfer and deliver
to such successor trustee all property and money held by such retiring Trustee
hereunder.

(b) In case of the appointment hereunder of a successor
trustee with respect to the Debentures of one or more (but not all) series, the
Company, the retiring Trustee and each successor trustee with respect to the
Debentures of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor trustee shall accept such
appointment and which (1) shall contain such provisions as shall be necessary
or desirable to transfer and confirm to, and to vest in, each successor trustee
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Debentures of that or those series to which the appointment of such
successor trustee relates, (2) shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and
duties of the retiring Trustee with respect to the Debentures of that or those
series as to which the retiring Trustee is not retiring shall continue to be
vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust, that each such Trustee
shall be trustee of a trust or trusts hereunder separate and apart from any
trust or trusts hereunder administered by any other such Trustee and that no
Trustee shall be responsible for any act or failure to act on the part of any
other Trustee hereunder; and upon the execution and delivery of such
supplemental indenture the resignation or removal of the retiring Trustee shall
become effective to the extent provided therein, such retiring Trustee shall
with respect to the Debentures of that or those series to which the appointment
of such successor trustee relates have no further responsibility for the
exercise of rights and powers or for the performance of the duties and
obligations vested in the Trustee under this Indenture, and each such successor
trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Debentures of that or those series to which the appointment of such
successor trustee relates; but, on request of the Company or any successor
trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor trustee, to the extent contemplated by such supplemental indenture,
the property and money held by such retiring Trustee hereunder with respect to
the Debentures of that or those series to which the appointment of such
successor trustee relates.

(c) Upon request of any such successor trustee, the
Company shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor trustee all such rights, powers and
trusts referred to in paragraph (a) or (b) of this Section, as the case may be.

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(d) No successor trustee shall accept its appointment
unless at the time of such acceptance such successor trustee shall be qualified
and eligible under this Article.

(e) Upon acceptance of appointment by a successor trustee
as provided in this Section, the Company shall transmit notice of the
succession of such trustee hereunder by mail, first class postage prepaid, to
the Debentureholders, as their names and addresses appear upon the Debenture
Register. If the Company fails to transmit such notice within ten days after
acceptance of appointment by the successor trustee, the successor trustee shall
cause such notice to be transmitted at the expense of the Company.

SECTION 7.12. Any corporation into which the Trustee may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation succeeding to the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be qualified under the provisions of Section 7.08 and
eligible under the provisions of Section 7.09, without the execution or filing
of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding. In case any Debentures shall
have been authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Debentures so authenticated with
the same effect as if such successor Trustee had itself authenticated such
Debentures.

SECTION 7.13. (a) Subject to the provisions of subsection (b)
of this Section, if the Trustee shall be or shall become a creditor, directly
or indirectly, secured or unsecured, of the Company within three months prior
to a default, as defined in subsection (c) of this Section, or subsequent to
such a default, then, unless and until such default shall be cured, the Trustee
shall set apart and hold in a special account for the benefit of the Trustee
individually, the holders of the Debentures and the holders of other indenture
securities (as defined in subsection (c) of this Section):

(1) an amount equal to any and all reductions in the
amount due and owing upon any claim as such creditor in respect of
principal or interest, effected after the beginning of such three
months' period and valid as against the Company and its other
creditors, except any such reduction resulting from the receipt or
disposition of any property described in paragraph (2) of this
subsection, or from the exercise of any right of set-off which the
Trustee could have exercised if a petition in bankruptcy had been
filed by or against the Company upon the date of such default; and

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(2) all property received by the Trustee in respect of
any claim as such creditor, either as security therefor, or in
satisfaction or composition thereof, or otherwise, after the beginning
of such three months' period, or an amount equal to the proceeds of
any such property, if disposed of, subject, however, to the rights, if
any, of the Company and its other creditors in such property or such
proceeds.

Nothing herein contained, however, shall affect the right of
the Trustee:

(A) to retain for its own account (i) payments made on
account of any such claim by any person (other than the Company) who
is liable thereon, and (ii) the proceeds of the bona fide sale of any
such claim by the Trustee to a third person, and (iii) distributions
made in cash, securities, or other property in respect of claims filed
against the Company in bankruptcy or receivership or in a case for
reorganization pursuant to the Federal Bankruptcy Code or applicable
State law;

(B) to realize, for its own account, upon any property
held by it as security for any such claim, if such property was so
held prior to the beginning of such three months' period;

(C) to realize, for its own account, but only to the
extent of the claim hereinafter mentioned, upon any property held by
it as security for any such claim, if such claim was created after the
beginning of such three months' period and such property was received
as security therefor simultaneously with the creation thereof, and if
the Trustee shall sustain the burden of proving that at the time such
property was so received the Trustee had no reasonable cause to
believe that a default, as defined in subsection (c) of this Section,
would occur within three months; or

(D) to receive payment on any claim referred to in
paragraph (B) or (C), against the release of any property held as
security for such claim as provided in such paragraph (B) or (C), as
the case may be, to the extent of the fair value of such property.

For the purposes of paragraphs (B), (C) and (D), property
substituted after the beginning of such three months' period for property held
as security at the time of such substitution shall, to the extent of the fair
value of the property released, have the same status as the property released,
and, to the extent that any claim referred to in any of such paragraphs is
created in renewal of or in substitution for or for the purpose of repaying or
refunding any pre-existing claim of the Trustee as such creditor, such claim
shall have the same status as such pre-existing claim.

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If the Trustee shall be required to account, the funds and
property held in such special account and the proceeds thereof shall be
apportioned between the Trustee, the Debentureholders and the holders of other
indenture securities in such manner that the Trustee, the Debentureholders and
the holders of other indenture securities realize, as a result of payments from
such special account and payments of dividends on claims filed against the
Company in bankruptcy or receivership or in a case for reorganization pursuant
to the Federal Bankruptcy Code or applicable State law, the same percentage of
their respective claims, figured before crediting to the claim of the Trustee
anything on account of the receipt by it from the Company of the funds and
property in such special account and before crediting to the respective claims
of the Trustee, the Debentureholders and the holders of other indenture
securities dividends on claims filed against the Company in bankruptcy or
receivership or in a case for reorganization pursuant to the Federal Bankruptcy
Code or applicable State law, but after crediting thereon receipts on account
of the indebtedness represented by their respective claims from all sources
other than from such dividends and from the funds and property so held in such
special account. As used in this paragraph, with respect to any claim, the
term "dividends" shall include any distribution with respect to such claim, in
bankruptcy or receivership or in a case for reorganization pursuant to the
Federal Bankruptcy Code or applicable State law, whether such distribution is
made in cash, securities, or other property, but shall not include any such
distribution with respect to the secured portion, if any, of such claim. The
court in which such bankruptcy, receivership or a case for reorganization is
pending shall have jurisdiction (i) to apportion between the Trustee, the
Debentureholders and the holders of other indenture securities, in accordance
with the provisions of this paragraph, the funds and property held in such
special account and the proceeds thereof, or (ii) in lieu of such
apportionment, in whole or in part, to give to the provisions of this paragraph
due consideration in determining the fairness of the distributions to be made
to the Trustee, the Debentureholders and the holders of other indenture
securities with respect to their respective claims, in which event it shall not
be necessary to liquidate or to appraise the value of any securities or other
property held in such special account or as security for any such claim, or to
make a specific allocation of such distributions as between the secured and
unsecured portions of such claims, or otherwise to apply the provisions of this
paragraph as a mathematical formula.

Any Trustee who has resigned or been removed after the
beginning of such three months' period shall be subject to the provisions of
this subsection (a) as though such resignation or removal had not occurred. If
any Trustee has resigned or been removed prior to the beginning of such three
months' period, it shall be subject to the provisions of this subsection (a) if
and only if the following conditions exist:

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(i) the receipt of property or reduction of claim which
would have given rise to the obligation to account, if such Trustee
had continued as trustee, occurred after the beginning of such three
months' period; and

(ii) such receipt of property or reduction of claim
occurred within three months after such resignation or removal.

(b) There shall be excluded from the operation of
subsection (a) of this Section a creditor relationship arising from:

(1) the ownership or acquisition of securities issued
under any indenture, or any security or securities having a maturity
of one year or more at the time of acquisition by the Trustee;

(2) advances authorized by a receivership or bankruptcy
court of competent jurisdiction, or by this Indenture, for the purpose
of preserving any property other than cash which shall at any time be
subject to the lien, if any, of this Indenture or of discharging tax
liens or other prior liens or encumbrances thereon, if notice of such
advance and of the circumstances surrounding the making thereof is
given to the Debentureholders at the time and in the manner provided
in this Indenture;

(3) disbursements made in the ordinary course of business
in the capacity of trustee under an indenture, transfer agent,
registrar, custodian, paying agent, subscription agent, fiscal agent
or depositary, or other similar capacity;

(4) an indebtedness created as a result of services
rendered or premises rented; or an indebtedness created as a result of
goods or securities sold in a cash transaction as defined in
subsection (c) of this Section;

(5) the ownership of stock or of other securities of a
Company organized under the provisions of Section 25(a) of the Federal
Reserve Act, as amended, which is directly or indirectly a creditor of
the Company; or

(6) the acquisition, ownership, acceptance or negotiation
of any drafts, bills of exchange, acceptances or obligations which
fall within the classification of selfliquidating paper as defined in
subsection (c) of this Section.

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(c) As used in this Section:

(1) The term "default" shall mean any failure to make
payment in full of the principal of (or premium, if any) or interest
upon any of the Debentures or upon the other indenture securities when
and as such principal (or premium, if any) or interest becomes due and
payable.

(2) The term "other indenture securities" shall mean
securities upon which the Company is an obligor (as defined in the
Trust Indenture Act) outstanding under any other indenture (A) under
which the Trustee is also trustee, (B) which contains provisions
substantially similar to the provisions of subsection (a) of this
Section, and (C) under which a default exists at the time of the
apportionment of the funds and property held in said special account.

(3) The term "cash transaction" shall mean any
transaction in which full payment for goods or securities sold is made
within seven days after delivery of the goods or securities in
currency or in checks or other orders drawn upon banks or bankers and
payable upon demand.

(4) The term "self-liquidating paper" shall mean any
draft, bill of exchange, acceptance or obligation which is made,
drawn, negotiated or incurred by the Company for the purpose of
financing the purchase, processing, manufacture, shipment, storage or
sale of goods, wares or merchandise and which is secured by documents
evidencing title to, possession of, or a lien upon, the goods, wares
or merchandise or the receivables or proceeds arising from the sale of
the goods, wares or merchandise previously constituting the security,
provided the security is received by the Trustee simultaneously with
the creation of the creditor relationship with the Company arising
from the making, drawing, negotiating or incurring of the draft, bill
of exchange, acceptance or obligation.

(5) The term "Company" shall mean any obligor upon any of
the Debentures.

ARTICLE EIGHT
Concerning the Debentureholders

SECTION 8.01. Whenever in this Indenture it is provided that
the holders of a majority or specified percentage in aggregate principal amount
of the Debentures of a particular series may take any action (including the
making of any demand or request, the giving of any notice, consent or waiver or
the taking of any other action), the fact that at the time of taking any such
action the holders of such majority or specified percentage of that series have
joined therein may be evidenced by any instrument or any number of instruments
of similar tenor

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executed by such holders of Debentures of that series in person or by agent or
proxy appointed in writing.

If the Company shall solicit from the Debentureholders of any
series any request, demand, authorization, direction, notice, consent, waiver
or other action, the Company may, at its option, as evidenced by an Officers'
Certificate, fix in advance a record date for such series for the determination
of Debentureholders entitled to give such request, demand, authorization,
direction, notice, consent, waiver or other action, but the Company shall have
no obligation to do so. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other action may be given
before or after the record date, but only the Debentureholders of record at the
close of business on the record date shall be deemed to be Debentureholders for
the purposes of determining whether Debentureholders of the requisite
proportion of outstanding Debentures of that series have authorized or agreed
or consented to such request, demand, authorization, direction, notice,
consent, waiver or other action, and for that purpose the outstanding
Debentures of that series shall be computed as of the record date; provided
that no such authorization, agreement or consent by such Debentureholders on
the record date shall be deemed effective unless it shall become effective
pursuant to the provisions of this Indenture not later than six months after
the record date.

SECTION 8.02. Subject to the provisions of Section 7.01, proof
of the execution of any instrument by a Debentureholder (such proof will not
require notarization) or his agent or proxy and proof of the holding by any
person of any of the Debentures shall be sufficient if made in the following
manner:

(a) The fact and date of the execution by any such person
of any instrument may be proved in any reasonable manner acceptable to the
Trustee.

(b) The ownership of Debentures shall be proved by the
Debenture Register of such Debentures or by a certificate of the Debenture
Registrar thereof.

SECTION 8.03. Prior to the due presentment for registration of
transfer of any Debenture, the Company, the Trustee, any paying agent and any
Debenture Registrar may deem and treat the person in whose name such Debenture
shall be registered upon the books of the Company as the absolute owner of such
Debenture (whether or not such Debenture shall be overdue and notwithstanding
any notice of ownership or writing thereon made by anyone other than the
Debenture Registrar) for the purpose of receiving payment of or on account of
the principal of, premium,

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if any, and (subject to Section 2.03) interest on such Debenture and for all
other purposes; and neither the Company nor the Trustee nor any paying agent
nor any Debenture Registrar shall be affected by any notice to the contrary.

SECTION 8.04. In determining whether the holders of the
requisite aggregate principal amount of Debentures of a particular series have
concurred in any direction, consent or waiver under this Indenture, Debentures
of that series which are owned by the Company or any other obligor on the
Debentures of that series or by any person directly or indirectly controlling
or controlled by or under common control with the Company or any other obligor
on the Debentures of that series shall be disregarded and deemed not to be
outstanding for the purpose of any such determination, except that for the
purpose of determining whether the Trustee shall be protected in relying on any
such direction, consent or waiver, only Debentures of such series which the
Trustee actually knows are so owned shall be so disregarded. Debentures so
owned which have been pledged in good faith may be regarded as outstanding for
the purposes of this Section, if the pledgee shall establish to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Debentures and that the pledgee is not a person directly or indirectly
controlling or controlled by or under direct or indirect common control with
the Company or any such other obligor. In case of a dispute as to such right,
any decision by the Trustee taken upon the advice of counsel shall be full
protection to the Trustee.

SECTION 8.05. At any time prior to (but not after) the
evidencing to the Trustee, as provided in Section 8.01, of the taking of any
action by the holders of the majority or percentage in aggregate principal
amount of the Debentures of a particular series specified in this Indenture in
connection with such action, any holder of a Debenture of that series which is
shown by the evidence to be included in the Debentures the holders of which
have consented to such action may, by filing written notice with the Trustee,
and upon proof of holding as provided in Section 8.02, revoke such action so
far as concerns such Debenture. Except as aforesaid any such action taken by
the holder of any Debenture shall be conclusive and binding upon such holder
and upon all future holders and owners of such Debenture, and of any Debenture
issued in exchange therefor, on registration of transfer thereof or in place
thereof, irrespective of whether or not any notation in regard thereto is made
upon such Debenture. Any action taken by the holders of the majority or
percentage in aggregate principal amount of the Debentures of a particular
series specified in this Indenture in connection with such action shall be
conclusively binding upon the Company, the Trustee and the holders of all the
Debentures of that series.

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ARTICLE NINE
Supplemental Indentures

SECTION 9.01. In addition to any supplemental indenture
otherwise authorized by this Indenture, the Company, when authorized by a Board
Resolution, and the Trustee may from time to time and at any time enter into an
indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act as then in effect), without the consent
of the Debentureholders, for one or more of the following purposes:

(a) to evidence the succession of another corporation to
the Company, and the assumption by any such successor of the covenants of the
Company contained herein or otherwise established with respect to the
Debentures; or

(b) to add to the covenants of the Company such further
covenants, restrictions, conditions or provisions for the protection of the
holders of the Debentures of all or any series as the Board of Directors shall
consider to be for the protection of the holders of Debentures of all or any
series, and to make the occurrence, or the occurrence and continuance, of a
default in any of such additional covenants, restrictions, conditions or
provisions a default or an Event of Default with respect to such series
permitting the enforcement of all or any of the several remedies provided in
this Indenture as herein set forth; provided, however, that in respect of any
such additional covenant, restriction, condition or provision such supplemental
indenture may provide for a particular period of grace after default (which
period may be shorter or longer than that allowed in the case of other
defaults) or may provide for an immediate enforcement upon such default or may
limit the remedies available to the Trustee upon such default or may limit the
right of the holders of a majority in aggregate principal amount of the
Debentures of such series to waive such default; or

(c) to cure any ambiguity or to correct or supplement any
provision contained herein or in any supplemental indenture which may be
defective or inconsistent with any other provision contained herein or in any
supplemental indenture, or to make such other provisions in regard to matters
or questions arising under this Indenture as shall not be inconsistent with the
provisions of this Indenture and shall not adversely affect the interests of
the holders of the Debentures of any series; or

(d) to change or eliminate any of the provisions of this
Indenture, provided that any such change or elimination shall become effective
only when there is no Debenture outstanding of any series created prior to the
execution of such supplemental indenture which is entitled to the benefit of
such provision.

The Trustee is hereby authorized to join with the Company in
the execution of any such supplemental indenture, and

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to make any further appropriate agreements and stipulations which may be
therein contained, but the Trustee shall not be obligated to enter into any
such supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

Any supplemental indenture authorized by the provisions of
this Section may be executed by the Company and the Trustee without the consent
of the holders of any of the Debentures at the time outstanding,
notwithstanding any of the provisions of Section 9.02.

SECTION 9.02. With the consent (evidenced as provided in
Section 8.01) of the holders of not less than a majority in aggregate principal
amount of the Debentures of each series affected by such supplemental indenture
or indentures at the time outstanding, the Company, when authorized by a Board
Resolution, and the Trustee may from time to time and at any time enter into an
indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act as then in effect) for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of any supplemental indenture or of modifying
in any manner the rights of the holders of the Debentures of such series under
this Indenture; provided, however, that no such supplemental indenture shall
(i) extend the fixed maturity of any Debentures of any series, or reduce the
principal amount thereof, or reduce the rate or extend the time of payment of
interest thereon, or reduce any premium payable upon the redemption thereof,
without the consent of the holder of each Debenture so affected or (ii) reduce
the aforesaid percentage of Debentures, the holders of which are required to
consent to any such supplemental indenture, without the consent of the holders
of each Debenture then outstanding and affected thereby.

Upon the request of the Company, accompanied by a Board
Resolution authorizing the execution of any such supplemental indenture, and
upon the filing with the Trustee of evidence of the consent of Debentureholders
required to consent thereto as aforesaid, the Trustee shall join with the
Company in the execution of such supplemental indenture unless such
supplemental indenture affects the Trustee's own rights, duties or immunities
under this Indenture or otherwise, in which case the Trustee may in its
discretion but shall not be obligated to enter into such supplemental
indenture.

It shall not be necessary for the consent of the
Debentureholders of any series affected thereby under this Section to approve
the particular form of any proposed supplemental indenture, but it shall be
sufficient if such consent shall approve the substance thereof.

Promptly after the execution by the Company and the Trustee of
any supplemental indenture pursuant to the provisions

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of this Section, the Trustee shall transmit by mail, first class postage
prepaid, a notice, setting forth in general terms the substance of such
supplemental indenture, to the Debentureholders of all series affected thereby
as their names and addresses appear upon the Debenture Register. Any failure
of the Trustee to mail such notice, or any defect therein, shall not, however,
in any way impair or affect the validity of any such supplemental indenture.

SECTION 9.03. Upon the execution of any supplemental indenture
pursuant to the provisions of this Article or of Section 10.01, this Indenture
shall, with respect to such series, be and be deemed to be modified and amended
in accordance therewith and the respective rights, limitations of rights,
obligations, duties and immunities under this Indenture of the Trustee, the
Company and the holders of Debentures of the series affected thereby shall
thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.

SECTION 9.04. Debentures of any series, affected by a
supplemental indenture, authenticated and delivered after the execution of such
supplemental indenture pursuant to the provisions of this Article or of Section
10.01, may bear a notation in form approved by the Company, provided such form
meets the requirements of any exchange upon which such series may be listed, as
to any matter provided for in such supplemental indenture. If the Company
shall so determine, new Debentures of that series so modified as to conform, in
the opinion of the Board of Directors, to any modification of this Indenture
contained in any such supplemental indenture may be prepared by the Company,
authenticated by the Trustee and delivered in exchange for the Debentures of
that series then outstanding.

SECTION 9.05. The Trustee, subject to the provisions of
Section 7.01, may receive an Opinion of Counsel as conclusive evidence that any
supplemental indenture executed pursuant to this Article is authorized or
permitted by, and conforms to, the terms of this Article and that it is proper
for the Trustee under the provisions of this Article to join in the execution
thereof.

ARTICLE TEN
Consolidation, Merger and Sale

SECTION 10.01. Nothing contained in this Indenture or in any
of the Debentures shall prevent any consolidation or merger of the Company with
or into any other corporation or corporations (whether or not affiliated with
the Company), or successive consolidations or mergers in which the Company or
its successor or successors shall be a party or parties, or shall prevent any
sale, conveyance, transfer or other disposition of

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the property of the Company or its successor or successors as an entirety, or
substantially as an entirety, to any other corporation (whether or not
affiliated with the Company or its successor or successors) authorized to
acquire and operate the same; provided, however, the Company hereby covenants
and agrees that, upon any such consolidation, merger, sale, conveyance,
transfer or other disposition, the due and punctual payment of the principal of
(premium, if any) and interest on all of the Debentures of all series in
accordance with the terms of each series, according to their tenor, and the due
and punctual performance and observance of all the covenants and conditions of
this Indenture with respect to each series or established with respect to such
series pursuant to Section 2.01 to be kept or performed by the Company, shall
be expressly assumed, by supplemental indenture (which shall conform to the
provisions of the Trust Indenture Act as then in effect) satisfactory in form
to the Trustee executed and delivered to the Trustee by the entity formed by
such consolidation, or into which the Company shall have been merged, or by the
entity which shall have acquired such property.

SECTION 10.02. (a) In case of any such consolidation, merger,
sale, conveyance, transfer or other disposition and upon the assumption by the
successor corporation, by supplemental indenture, executed and delivered to the
Trustee and satisfactory in form to the Trustee, of the due and punctual
payment of the principal of, premium, if any, and interest on all of the
Debentures of all series outstanding and the due and punctual performance of
all of the covenants and conditions of this Indenture or established with
respect to each series of the Debentures pursuant to Section 2.01 to be
performed by the Company with respect to each series, such successor
corporation shall succeed to and be substituted for the Company, with the same
effect as if it had been named herein as the party of the first part, and
thereupon the predecessor corporation shall be relieved of all obligations and
covenants under this Indenture and the Debentures. Such successor corporation
thereupon may cause to be signed, and may issue either in its own name or in
the name of the Company or any other predecessor obligor on the Debentures, any
or all of the Debentures issuable hereunder which theretofore shall not have
been signed by the Company and delivered to the Trustee; and, upon the order of
such successor company, instead of the Company, and subject to all the terms,
conditions and limitations in this Indenture prescribed, the Trustee shall
authenticate and shall deliver any Debentures which previously shall have been
signed and delivered by the officers of the predecessor Company to the Trustee
for authentication, and any Debentures which such successor corporation
thereafter shall cause to be signed and delivered to the Trustee for that
purpose. All the Debentures so issued shall in all respects have the same
legal rank and benefit under this Indenture as the Debentures theretofore or
thereafter issued in accordance with the terms of this Indenture as though all
of such Debentures had been issued at the date of the execution hereof.

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(b) In case of any such consolidation, merger, sale,
conveyance, transfer or other disposition such changes in phraseology and form
(but not in substance) may be made in the Debentures thereafter to be issued as
may be appropriate.

(c) Nothing contained in this Indenture or in any of the
Debentures shall prevent the Company from merging into itself or acquiring by
purchase or otherwise all or any part of the property of any other corporation
(whether or not affiliated with the Company).

SECTION 10.03. The Trustee, subject to the provisions of
Section 7.01, may receive an Opinion of Counsel as conclusive evidence that any
such consolidation, merger, sale, conveyance, transfer or other disposition,
and any such assumption, comply with the provisions of this Article.

ARTICLE ELEVEN
Satisfaction and Discharge of Indenture;
Unclaimed Moneys

SECTION 11.01. If at any time: (a) the Company shall have
delivered to the Trustee for cancellation all Debentures of a series
theretofore authenticated (other than any Debentures which shall have been
destroyed, lost or stolen and which shall have been replaced or paid as
provided in Section 2.07) and Debentures for whose payment money or
Governmental Obligations has theretofore been deposited in trust or segregated
and held in trust by the Company (and thereupon repaid to the Company or
discharged from such trust, as provided in Section 11.05); (b) all such
Debentures of a particular series not theretofore delivered to the Trustee for
cancellation shall have become due and payable, or are by their terms to become
due and payable within one year or are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the giving of notice of
redemption, and the Company shall deposit or cause to be deposited with the
Trustee as trust funds the entire amount in moneys or Governmental Obligations
sufficient; or (c) a combination thereof, sufficient in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay at maturity or
upon redemption all Debentures of that series not theretofore delivered to the
Trustee for cancellation, including principal (and premium, if any) and
interest due or to become due to such date of maturity or date fixed for
redemption, as the case may be, and if the Company shall also pay or cause to
be paid all other sums payable hereunder with respect to such series by the
Company, then this Indenture shall thereupon cease to be of further effect with
respect to such series except for the provisions of Sections 2.05, 2.07, 4.02
and 7.10, which shall survive until the date of maturity or redemption date, as
the case may be, and Sections 7.06 and 11.05 which shall survive to such date
and thereafter, and the Trustee, on demand of the

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Company and at the cost and expense of the Company, shall execute proper
instruments acknowledging satisfaction of and discharging this Indenture with
respect to such series.

SECTION 11.02. If at any time all such Debentures of a
particular series not theretofore delivered to the Trustee for cancellation or
which have not become due and payable as described in Section 11.01 shall have
been paid by the Company by depositing irrevocably with the Trustee as trust
funds moneys or an amount of Governmental Obligations sufficient to pay at
maturity or upon redemption all such Debentures of that series not theretofore
delivered to the Trustee for cancellation, including principal (and premium, if
any) and interest due or to become due to such date of maturity or date fixed
for redemption, as the case may be, and if the Company shall also pay or cause
to be paid all other sums payable hereunder by the Company with respect to such
series, then after the date such moneys or Governmental Obligations, as the
case may be, are deposited with the Trustee the obligations of the Company
under this Indenture with respect to such series shall cease to be of further
effect except for the provisions of Sections 2.05, 2.07, 4.02, 7.06, 7.10 and
11.05 hereof which shall survive until such Debentures shall mature and be
paid. Thereafter, Sections 7.06 and 11.05 shall survive.

SECTION 11.03. All moneys or Governmental Obligations
deposited with the Trustee pursuant to Sections 11.01 or 11.02 shall be held in
trust and shall be available for payment as due, either directly or through any
paying agent (including the Company acting as its own paying agent), to the
holders of the particular series of Debentures for the payment or redemption of
which such moneys or Governmental Obligations have been deposited with the
Trustee.

SECTION 11.04. In connection with the satisfaction and
discharge of this Indenture all moneys or Governmental Obligations then held by
any paying agent under the provisions of this Indenture shall, upon demand of
the Company, be paid to the Trustee and thereupon such paying agent shall be
released from all further liability with respect to such moneys or Governmental
Obligations.

SECTION 11.05. Any moneys or Governmental Obligations
deposited with any paying agent or the Trustee, or then held by the Company, in
trust for payment of principal of or premium or interest on the Debentures of a
particular series that are not applied but remain unclaimed by the holders of
such Debentures for at least two years after the date upon which the principal
of (and premium, if any) or interest on such Debentures shall have respectively
become due and payable, shall be repaid to the Company on May 31 of each year
or (if then held by the Company) shall be discharged from such trust; and
thereupon the paying agent and the Trustee shall be released from all further
liability with respect to such moneys or Governmental

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Obligations, and the holder of any of the Debentures entitled to receive such
payment shall thereafter, as an unsecured general creditor, look only to the
Company for the payment thereof.

ARTICLE TWELVE
Immunity of Incorporators, Stockholders, Officers
and Directors

SECTION 12.01. No recourse under or upon any obligation,
covenant or agreement of this Indenture, or of any Debenture, or for any claim
based thereon or otherwise in respect thereof, shall be had against any
incorporator, stockholder, officer or director, past, present or future as
such, of the Company or of any predecessor or successor corporation, either
directly or through the Company or any such predecessor or successor
corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise; it being
expressly understood that this Indenture and the obligations issued hereunder
are solely corporate obligations, and that no such personal liability whatever
shall attach to, or is or shall be incurred by, the incorporators,
stockholders, officers or directors as such, of the Company or of any
predecessor or successor corporation, or any of them, because of the creation
of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of
the Debentures or implied therefrom; and that any and all such personal
liability of every name and nature, either at common law or in equity or by
constitution or statute, of, and any and all such rights and claims against,
every such incorporator, stockholder, officer or director as such, because of
the creation of the indebtedness hereby authorized, or under or by reason of
the obligations, covenants or agreements contained in this Indenture or in any
of the Debentures or implied therefrom, are hereby expressly waived and
released as a condition of, and as a consideration for, the execution of this
Indenture and the issuance of such Debentures.

ARTICLE THIRTEEN
Miscellaneous Provisions

SECTION 13.01. All the covenants, stipulations, promises and
agreements in this Indenture contained by or on behalf of the Company shall
bind its successors and assigns, whether so expressed or not.

SECTION 13.02. Any act or proceeding by any provision of this
Indenture authorized or required to be done or performed by any board,
committee or officer of the Company shall and may be done and performed with
like force and effect by the corresponding board, committee or officer of any
corporation that shall at the time be the lawful sole successor of the Company.

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SECTION 13.03. The Company by instrument in writing executed
by authority of two-thirds of its Board of Directors and delivered to the
Trustee may surrender any of the powers reserved to the Company and thereupon
such power so surrendered shall terminate both as to the Company and as to any
successor corporation.

SECTION 13.04. Except as otherwise expressly provided herein
any notice or demand which by any provision of this Indenture is required or
permitted to be given or served by the Trustee or by the holders of Debentures
to or on the Company may be given or served by being deposited first class
postage prepaid in a post office letter box addressed (until another address is
filed in writing by the Company with the Trustee), as follows: Georgia Power
Company, 333 Piedmont Avenue, N.E., Atlanta, Georgia 30308, Attention:
Corporate Secretary, with a copy to Southern Company Services, Inc., 64
Perimeter Center East, Atlanta, Georgia 30346, Attention: Corporate Finance
Department. Any notice, election, request or demand by the Company or any
Debentureholder to or upon the Trustee shall be deemed to have been
sufficiently given or made, for all purposes, if given or made in writing at
the Corporate Trust Office of the Trustee.

SECTION 13.05. This Indenture and each Debenture shall be
deemed to be a contract made under the laws of the State of New York, and for
all purposes shall be construed in accordance with the laws of said State.

SECTION 13.06. (a) Upon any application or demand by the
Company to the Trustee to take any action under any of the provisions of this
Indenture, the Company shall furnish to the Trustee an Officers' Certificate
stating that all conditions precedent provided for in this Indenture relating
to the proposed action have been complied with and an Opinion of Counsel
stating that in the opinion of such counsel all such conditions precedent have
been complied with, except that in the case of any such application or demand
as to which the furnishing of such documents is specifically required by any
provision of this Indenture relating to such particular application or demand,
no additional certificate or opinion need be furnished.

(b) Each certificate or opinion provided for in this
Indenture and delivered to the Trustee with respect to compliance with a
condition or covenant in this Indenture (other than the certificate provided
pursuant to Section 5.03(d) of this Indenture) shall include (1) a statement
that the person making such certificate or opinion has read such covenant or
condition; (2) a brief statement as to the nature and scope of the examination
or investigation upon which the statements or opinions contained in such
certificate or opinion are based; (3) a statement that, in the opinion of such
person, he has made such examination or investigation as is necessary to enable
him to express an informed opinion as to whether or not such covenant or
condition has been complied with; and (4) a statement as to

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whether or not, in the opinion of such person, such condition or covenant has
been complied with.

SECTION 13.07. Except as provided pursuant to Section 2.01
pursuant to a Board Resolution, and as set forth in an Officers' Certificate,
or established in one or more indentures supplemental to the Indenture, in any
case where the date of maturity of interest or principal of any Debenture or
the date of redemption of any Debenture shall not be a business day then
payment of interest or principal (and premium, if any) may be made on the next
succeeding business day with the same force and effect as if made on the
nominal date of maturity or redemption, and no interest shall accrue for the
period after such nominal date.

SECTION 13.08. If and to the extent that any provision of this
Indenture limits, qualifies or conflicts with the duties imposed by Sections
310 to 317, inclusive, of the Trust Indenture Act, such imposed duties shall
control.

SECTION 13.09. This Indenture may be executed in any number of
counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.

SECTION 13.10. In case any one or more of the provisions
contained in this Indenture or in the Debentures of any series shall for any
reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other
provisions of this Indenture or of such Debentures, but this Indenture and such
Debentures shall be construed as if such invalid or illegal or unenforceable
provision had never been contained herein or therein.

SECTION 13.11. The Company will have the right at all times to
assign any of its rights or obligations under the Indenture to a direct or
indirect wholly owned Subsidiary of the Company; provided that, in the event of
any such assignment, the Company will remain liable for all such obligations.
Subject to the foregoing, the Indenture is binding upon and inures to the
benefit of the parties thereto and their respective successors and assigns.
The Indenture may not otherwise be assigned by the parties thereto.

ARTICLE FOURTEEN
Subordination of Debentures

SECTION 14.01. The Company covenants and agrees, and each
holder of Debentures issued hereunder by his acceptance thereof likewise
covenants and agrees, that all Debentures shall be issued subject to the
provisions of this Article Fourteen; and each holder of a Debenture, whether
upon original issue or upon

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transfer or assignment thereof, accepts and agrees to be bound by such
provisions.

The payment of the principal of, premium, if any, and interest
on all Debentures issued hereunder shall, to the extent and in the manner
hereinafter set forth, be subordinated and subject in right of payment to the
prior payment in full of all Senior Indebtedness, whether outstanding at the
date of this Indenture or thereafter incurred.

No provision of this Article Fourteen shall prevent the
occurrence of any default or Event of Default hereunder.

SECTION 14.02. In the event and during the continuation of any
default in the payment of principal, premium, interest or any other payment due
on any Senior Indebtedness continuing beyond the period of grace, if any,
specified in the instrument evidencing such Senior Indebtedness, unless and
until such default shall have been cured or waived or shall have ceased to
exist, or in the event that the maturity of any Senior Indebtedness has been
accelerated because of a default, then, in either case, no payment shall be
made by the Company with respect to the principal (including redemption and
sinking fund payments) of, or premium, if any, or interest on the Debentures.

In the event that, notwithstanding the foregoing, any payment
shall be received by the Trustee or any holder when such payment is prohibited
by the preceding paragraph of this Section 14.02, such payment shall be held in
trust for the benefit of, and shall be paid over or delivered to, the holders
of Senior Indebtedness or their respective representatives, or to the trustee
or trustees under any indenture pursuant to which any of such Senior
Indebtedness may have been issued, as their respective interests may appear,
but only to the extent that the holders of the Senior Indebtedness (or their
representative or representatives or a trustee) notify the Trustee within 90
days of such payment of the amounts then due and owing on the Senior
Indebtedness and only the amounts specified in such notice to the Trustee shall
be paid to the holders of Senior Indebtedness.

SECTION 14.03. Upon any payment by the Company, or
distribution of assets of the Company of any kind or character, whether in
cash, property or securities, to creditors upon any dissolution or winding-up
or liquidation or reorganization of the Company, whether voluntary or
involuntary or in bankruptcy, insolvency, receivership or other proceedings,
all amounts due or to become due upon all Senior Indebtedness shall first be
paid in full, or payment thereof provided for in money in accordance with its
terms, before any payment is made on account of the principal (and premium, if
any) or interest on the Debentures; and upon any such dissolution or winding-up
or liquidation or reorganization any payment by the Company, or distribution of
assets of the Company of any kind or character, whether in cash, property or
securities, to which the holders of the Debentures or the Trustee

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would be entitled, except for the provisions of this Article Fourteen, shall by
paid by the Company or by any receiver, trustee in bankruptcy, liquidating
trustee, agent or other person making such payment or distribution, or by the
holders of the Debentures or by the Trustee under this Indenture if received by
them or it, directly to the holders of Senior Indebtedness (pro rata to such
holders on the basis of the respective amounts of Senior Indebtedness held by
such holders, as calculated by the Company) or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing any Senior Indebtedness may have been issued,
as their respective interests may appear, to the extent necessary to pay all
Senior Indebtedness in full, in money or money's worth, after giving effect to
any concurrent payment or distribution to or for the holders of Senior
Indebtedness, before any payment or distribution is made to the holders of
Debentures or to the Trustee.

In the event that, notwithstanding the foregoing, any payment
or distribution of assets of the Company of any kind or character, whether in
cash, property or securities, prohibited by the foregoing, shall be received by
the Trustee or the holders of the Debentures before all Senior Indebtedness is
paid in full, or provision is made for such payment in money in accordance with
its terms, such payment or distribution shall be held in trust for the benefit
of and shall be paid over or delivered to the holders of Senior Indebtedness or
their representative or representatives, or to the trustee or trustees under
any indenture pursuant to which any instruments evidencing any Senior
Indebtedness may have been issued, as their respective interests may appear, as
calculated by the Company, for application to the payment of all Senior
Indebtedness remaining unpaid to the extent necessary to pay all Senior
Indebtedness in full in money in accordance with its terms, after giving effect
to any concurrent payment or distribution to or for the holders of such Senior
Indebtedness.

For purposes of this Article Fourteen, the words "cash,
property or securities" shall not be deemed to include shares of stock of the
Company as reorganized or readjusted, or securities of the Company or any other
corporation provided for by a plan of reorganization or readjustment, the
payment of which is subordinated at least to the extent provided in this
Article Fourteen with respect to the Debentures to the payment of all Senior
Indebtedness which may at the time be outstanding; provided that (i) the Senior
Indebtedness is assumed by the new corporation, if any, resulting from any such
reorganization or readjustment, and (ii) the rights of the holders of the
Senior Indebtedness are not, without the consent of such holders, altered by
such reorganization or readjustment. The consolidation of the Company with, or
the merger of the Company into, another corporation or the liquidation or
dissolution of the Company following the conveyance or transfer of its property
as an entirety, or substantially as an entirety, to another

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corporation upon the terms and conditions provided for in Article Ten hereof
shall not be deemed a dissolution, winding-up, liquidation or reorganization
for the purposes of this Section 14.03 if such other corporation shall, as a
part of such consolidation, merger, conveyance or transfer, comply with the
conditions stated in Article Ten hereof. Nothing in Section 14.02 or in this
Section 14.03 shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 7.06.

SECTION 14.04. Subject to the payment in full of all Senior
Indebtedness, the rights of the holders of the Debentures shall be subrogated
to the rights of the holders of Senior Indebtedness to receive payments or
distributions of cash, property or securities of the Company applicable to the
Senior Indebtedness until the principal of (and premium, if any) and interest
on the Debentures shall be paid in full; and, for the purposes of such
subrogation, no payments or distributions to the holders of the Senior
Indebtedness of any cash, property or securities to which the holders of the
Debentures or the Trustee would be entitled except for the provisions of this
Article Fourteen, and no payment over pursuant to the provisions of this
Article Fourteen, to or for the benefit of the holders of Senior Indebtedness
by holders of the Debentures or the Trustee, shall, as between the Company, its
creditors other than holders of Senior Indebtedness, and the holders of the
Debentures, be deemed to be a payment by the Company to or on account of the
Senior Indebtedness. It is understood that the provisions of this Article
Fourteen are and are intended solely for the purposes of defining the relative
rights of the holders of the Debentures, on the one hand, and the holders of
the Senior Indebtedness on the other hand.

Nothing contained in this Article Fourteen or elsewhere in
this Indenture or in the Debentures is intended to or shall impair, as between
the Company, its creditors other than the holders of Senior Indebtedness, and
the holders of the Debentures, the obligation of the Company, which is absolute
and unconditional, to pay to the holders of the Debentures the principal of
(and premium, if any) and interest on the Debentures as and when the same shall
become due and payable in accordance with their terms, or is intended to or
shall affect the relative rights of the holders of the Debentures and creditors
of the Company other than the holders of the Senior Indebtedness, nor shall
anything herein or therein prevent the Trustee or the holder of any Debenture
from exercising all remedies otherwise permitted by applicable law upon default
under this Indenture, subject to the rights, if any, under this Article
Fourteen of the holders of Senior Indebtedness in respect of cash, property or
securities of the Company received upon the exercise of any such remedy.

Upon any payment or distribution of assets of the Company
referred to in this Article Fourteen, the Trustee, subject to the provisions of
Section 7.01, and the holders of the

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Debentures, shall be entitled to rely upon any order or decree made by any
court of competent jurisdiction in which such dissolution, winding-up,
liquidation or reorganization proceedings are pending, or a certificate of the
receiver, trustee in bankruptcy, liquidation trustee, agent or other person
making such payment or distribution, delivered to the Trustee or to the holders
of the Debentures, for the purposes of ascertaining the persons entitled to
participate in such distribution, the holders of the Senior Indebtedness and
other indebtedness of the Company, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article Fourteen.

SECTION 14.05. Each holder of a Debenture by his acceptance
thereof authorizes and directs the Trustee in his behalf to take such action as
may be necessary or appropriate to effectuate the subordination provided in
this Article Fourteen and appoints the Trustee his attorney-in-fact for any and
all such purposes.

SECTION 14.06. The Company shall give prompt written notice to
a Responsible Officer of the Trustee of any fact known to the Company which
would prohibit the making of any payment of monies to or by the Trustee in
respect of the Debentures pursuant to the provisions of this Article Fourteen.
Notwithstanding the provisions of this Article Fourteen or any other provision
of this Indenture, the Trustee shall not be charged with knowledge of the
existence of any facts which would prohibit the making of any payment of monies
to or by the Trustee in respect of the Debentures pursuant to the provisions of
this Article Fourteen, unless and until a Responsible Officer of the Trustee
shall have received written notice thereof at the Principal Office of the
Trustee from the Company or a holder or holders of Senior Indebtedness or from
any trustee therefor; and before the receipt of any such written notice, the
Trustee, subject to the provisions of Section 7.01, shall be entitled in all
respects to assume that no such facts exist; provided that if the Trustee shall
not have received the notice provided for in this Section 14.06 at least two
business days prior to the date upon which by the terms hereof any money may
become payable for any purpose (including, without limitation, the payment of
the principal of (or premium, if any) or interest on any Debenture), then,
anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such money and to apply the same to
the purposes for which they were received, and shall not be affected by any
notice to the contrary which may be received by it within two business days
prior to such date.

The Trustee, subject to the provisions of Section 7.01, shall
be entitled to rely on the delivery to it of a written notice by a person
representing himself to be a holder of Senior Indebtedness (or a trustee on
behalf of such holder) to establish that such notice has been given by a holder
of Senior

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Indebtedness or a trustee on behalf of any such holder or holders. In the
event that the Trustee determines in good faith that further evidence is
required with respect to the right of any person as a holder of Senior
Indebtedness to participate in any payment or distribution pursuant to this
Article Fourteen, the Trustee may request such person to furnish evidence to
the reasonable satisfaction of the Trustee as to the amount of Senior
Indebtedness held by such person, the extent to which such person is entitled
to participate in such payment or distribution and any other facts pertinent to
the rights of such person under this Article Fourteen, and if such evidence is
not furnished the Trustee may defer any payment to such person pending judicial
determination as to the right of such person to receive such payment.

SECTION 14.07. The Trustee in its individual capacity shall be
entitled to all the rights set forth in this Article Fourteen in respect of any
Senior Indebtedness at any time held by it, to the same extent as any other
holder of Senior Indebtedness, and nothing in this Indenture shall deprive the
Trustee of any of its rights as such holder.

With respect to the holders of Senior Indebtedness, the
Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article Fourteen, and no
implied covenants or obligations with respect to the holders of Senior
Indebtedness shall be read into this Indenture against the Trustee. The
Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior
Indebtedness and, subject to the provisions of Section 7.01, the Trustee shall
not be liable to any holder of Senior Indebtedness if it shall pay over or
deliver to holders of Debentures, the Company or any other person money or
assets to which any holder of Senior Indebtedness shall be entitled by virtue
of this Article Fourteen or otherwise.

SECTION 14.08. No right of any present or future holder of any
Senior Indebtedness to enforce subordination as herein provided shall at any
time in any way be prejudiced or impaired by any act or failure to act on the
part of the Company or by any act or failure to act, in good faith, by any such
holder, or by any noncompliance by the Company with the terms, provisions and
covenants of this Indenture, regardless of any knowledge thereof which any such
holder may have or otherwise be charged with.

Without in any way limiting the generality of the foregoing
paragraph, the holders of Senior Indebtedness may, at any time and from time to
time, without the consent of or notice to the Trustee or the holders of the
Debentures, without incurring responsibility to the holders of the Debentures
and without impairing or releasing the subordination provided in this Article
or the obligations hereunder of the holders of the Debentures to the holders of
Senior Indebtedness, do any one or more of the following: (i) change the
manner, place or terms of

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payment or extend the time of payment of, or renew or alter, Senior
Indebtedness, or otherwise amend or supplement in any manner Senior
Indebtedness or any instrument evidencing the same or any agreement under which
Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise
deal with any property pledged, mortgaged or otherwise securing Senior
Indebtedness; (iii) release any person liable in any manner for the collection
of Senior Indebtedness; and (iv) exercise or refrain from exercising any rights
against the Company and any other person.

Trust Company Bank, as Trustee, hereby accepts the trusts in
this Indenture declared and provided, upon the terms and conditions hereinabove
set forth.

IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.

<TABLE>
<S> <C>
GEORGIA POWER COMPANY

By
--------------------------

Attest:

By
-------------------------

TRUST COMPANY BANK,
as Trustee

By
-------------------------

By
-------------------------
</TABLE>

-70-
<PAGE> 84
STATE OF GEORGIA )
ss):
COUNTY OF FULTON )

On ____________, __, 1994 before me, ____________, Notary Public,
personally appeared _________________________ and _________________________

/ / personally known to me - OR -

/ / proved to me on the basis of satisfactory evidence to be the person(s)
whose name(s) is/are subscribed to the within instrument and acknowledged to me
that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.

Witness my hand and official seal.

______________________________
Signature of Notary

CAPACITY CLAIMED BY SIGNER

/ / INDIVIDUAL(S) _________________________

/ / CORPORATE OFFICER(S) _________________________

/ / PARTNER(S)

/ / ATTORNEY-IN-FACT

/ / TRUSTEE(S)

/ / GUARDIAN/CONSERVATOR

/ / OTHER:

SIGNER IS REPRESENTING:
NAME OF PERSON(S) OR ENTITY(IES)

GEORGIA POWER COMPANY

-71-
<PAGE> 85

STATE OF GEORGIA )
ss):
COUNTY OF FULTON )

On _______________, __, 1994 before me, _______________, Notary Public,
personally appeared _________________________ and _________________________

/ / personally known to me - OR -

Witness my hand and official seal.

______________________________
Signature of Notary

CAPACITY CLAIMED BY SIGNER

/ / INDIVIDUAL(S) _________________________

/ / CORPORATE OFFICER(S) / / TRUST OFFICER

/ / PARTNER(S)

/ / ATTORNEY-IN-FACT

/ / TRUSTEE(S)

/ / GUARDIAN/CONSERVATOR

/ / OTHER:

SIGNER IS REPRESENTING:
NAME OF PERSON(S) OR ENTITY(IES)

TRUST COMPANY BANK

-72-

<PAGE> 1

EXHIBIT 4.2

DRAFT
11/10/94

________________________________________________________________________________

GEORGIA POWER COMPANY

AND

TRUST COMPANY BANK,
as Trustee

_______________________

FIRST SUPPLEMENTAL INDENTURE

Dated as of ____________, 1994

INDENTURE

Dated as of ______________, 1994

________________________

_____% Junior Subordinated Deferrable Interest Debentures,
Series A, Due 2024

________________________________________________________________________________

<PAGE> 2
FIRST SUPPLEMENTAL INDENTURE, dated as of the ____ day of
____________, 1994 (the "First Supplemental Indenture"), between GEORGIA POWER
COMPANY, a corporation duly organized and existing under the laws of the State
of Georgia (hereinafter sometimes referred to as the "Company"), and TRUST
COMPANY BANK, a banking corporation organized and existing under the laws of
the State of Georgia, as trustee (hereinafter sometimes referred to as the
"Trustee") under the Indenture dated as of _____________, 1994 between the
Company and the Trustee (the "Indenture"; all terms used and not defined herein
are used as defined in the Indenture).

WHEREAS, the Company executed and delivered the Indenture to the
Trustee to provide for the future issuance of its junior subordinated
debentures (the "Debentures"), said Debentures to be issued from time to time
in series as might be determined by the Company under the Indenture, in an
unlimited aggregate principal amount which may be authenticated and delivered
thereunder as in the Indenture provided; and

WHEREAS, pursuant to the terms of the Indenture, the Company desires
to provide for the establishment of a new series of its Debentures to be known
as its ____% Junior Subordinated Deferrable Interest Debentures, Series A, Due
2024 (said series being hereinafter referred to as the "Series A Debentures"),
the form and substance of such Series A Debentures and the terms, provisions
and conditions thereof to be set forth as provided in the Indenture and this
First Supplemental Indenture; and

WHEREAS, Georgia Power Capital, L.P., a Delaware limited partnership
("Georgia Power Capital"), has offered to the public its ____% Cumulative
Monthly Income Preferred Securities, Series A (the "Series A Preferred
Securities"), representing limited partnership interests in Georgia Power
Capital and proposes to loan the proceeds from such offering to the Company,
such loan to be evidenced by the Series A Debentures; and

WHEREAS, upon the occurrence of a Special Event (as defined in the
Amended and Restated Agreement of Limited Partnership of Georgia Power Capital,
dated ______________, 1994 (the "Limited Partnership Agreement")), the Company
may dissolve Georgia Power Capital and cause to be distributed to the holders
of the Series A Preferred Securities, on a pro rata basis, Series A Debentures
(a "Dissolution Event"); and

WHEREAS, the Company desires and has requested the Trustee to join
with it in the execution and delivery of this First Supplemental Indenture, and
all requirements necessary to make this First Supplemental Indenture a valid
instrument, in accordance with its terms, and to make the Series A Debentures,
when executed by the Company and authenticated and delivered by the Trustee,
the valid obligations of the Company, have been performed and fulfilled, and
the execution and delivery hereof have been in all respects duly authorized:
<PAGE> 3
NOW THEREFORE, in consideration of the purchase and acceptance of the
Series A Debentures by the holders thereof, and for the purpose of setting
forth, as provided in the Indenture, the form and substance of the Series A
Debentures and the terms, provisions and conditions thereof, the Company
covenants and agrees with the Trustee as follows:

ARTICLE ONE

General Terms and Conditions of
the Series A Debentures

SECTION 1.01. There shall be and is hereby authorized a series of
Debentures designated the " ____% Junior Subordinated Deferrable Interest
Debentures, Series A, Due 2024", limited in aggregate principal amount to (i)
$[____________], plus (ii) the amount of capital contributions made by the
Company from time to time as general partner of Georgia Power Capital, which
amount shall be as set forth in any written order of the Company for the
authentication and delivery of Series A Debentures pursuant to Section 2.01 of
the Indenture. The Series A Debentures shall mature and the principal shall be
due and payable together with all accrued and unpaid interest thereon,
including Additional Interest (as hereinafter defined), on _____________, 2024,
and shall be issued in the form of registered Series A Debentures without
coupons.

SECTION 1.02. Except as provided in Section 1.03 herein, the Series
A Debentures shall be issued in certificated form. Principal and interest on
the Series A Debentures issued in certificated form will be payable, the
transfer of such Series A Debentures will be registrable and such Series A
Debentures will be exchangeable for Series A Debentures bearing identical terms
and provisions at the office or agency of the Company in the Borough of
Manhattan, The City and State of New York; provided, however, that payment of
interest may be made at the option of the Company by check mailed to the
registered holder at such address as shall appear in the Debenture Register.
Notwithstanding the foregoing, so long as the holder of the Series A Debentures
is Georgia Power Capital, the payment of the principal of and interest
(including Additional Interest, if any) on the Series A Debentures will be made
at such place and to such account as may be designated by Georgia Power
Capital.

SECTION 1.03. In connection with a Dissolution Event, the Series A
Debentures in certificated form may be presented to the Trustee by Georgia
Power Capital in exchange for a Global Debenture in an aggregate principal
amount equal to all Outstanding Series A Debentures, to be registered in the
name of the Depository, or its nominee, and delivered by the Trustee to the
Depository for crediting to the accounts of its participants

-2-
<PAGE> 4
pursuant to the instructions of Georgia Power Capital. The Company upon any
such presentation shall execute a Global Debenture in such aggregate principal
amount and deliver the same to the Trustee for authentication and delivery as
hereinabove and in the Indenture provided. Payments on the Series A Debentures
issued as a Global Debenture will be made to the Depository. The Depository
for the Series A Debentures shall be The Depository Trust Company, New York,
New York.

SECTION 1.04. Each Series A Debenture will bear interest at the
rate of ___ % per annum from the original date of issuance until the principal
thereof becomes due and payable, and on any overdue principal and (to the
extent that payment of such interest is enforceable under applicable law) on
any overdue installment of interest at the same rate per annum, payable
(subject to the provisions of Article Three) monthly in arrears on the last day
of each calendar month of each year (each, an "Interest Payment Date",
commencing on ____________, 1994), to the person in whose name such Series A
Debenture or any predecessor Series A Debenture is registered at the close of
business on the regular record date for such interest installment, which shall
be the close of business on the business day next preceding that Interest
Payment Date. If pursuant to the provisions of Section 2.11(c) of the
Indenture the Series A Debentures are no longer represented by a Global
Debenture, the Company may select a regular record date for such interest
installment which shall be any date not later than fifteen days preceding an
Interest Payment Date. Any such interest installment not punctually paid or
duly provided for shall forthwith cease to be payable to the registered holders
on such regular record date, and may be paid to the person in whose name the
Series A Debenture (or one or more Predecessor Debentures) is registered at the
close of business on a special record date to be fixed by the Trustee for the
payment of such defaulted interest, notice whereof shall be given to the
registered holders of the Series A Debentures not less than 10 days prior to
such special record date, or may be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the
Series A Debentures may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in the Indenture.

The amount of interest payable for any period will be computed for any
full monthly interest period on the basis of a 360-day year of twelve 30-day
months and for any period shorter than a full monthly interest period for which
interest is computed, interest will be computed on the basis of the actual
number of days elapsed in such period. In the event that any date on which
interest is payable on the Series A Debentures is not a business day, then
payment of interest payable on such date will be made on the next succeeding
day which is a business day (and without any interest or other payment in
respect of any such

-3-
<PAGE> 5
delay), except that, if such business day is in the next succeeding calendar
year, such payment shall be made on the immediately preceding business day, in
each case with the same force and effect as if made on such date.

If at any time when Georgia Power Capital is the holder of the Series
A Debentures, Georgia Power Capital shall be required to pay any interest on
dividends in arrears in respect of the Series A Preferred Securities pursuant
to the terms thereof, then the Company will pay as interest (the "Additional
Interest") an amount equal to such interest on dividends in arrears.

ARTICLE TWO

Mandatory Prepayment and Optional Redemption
of the Series A Debentures

SECTION 2.01. If Georgia Power Capital redeems the Series A
Preferred Securities in accordance with the terms thereof, the Series A
Debentures will become due and payable in a principal amount equal to the
aggregate stated liquidation preference of the Series A Preferred Securities so
redeemed, together with all accrued and unpaid interest thereon, including
Additional Interest, if any. Any payment pursuant to this provision shall be
made prior to 12:00 noon, New York City time, on the date of such redemption or
at such earlier time as the Company and Georgia Power Capital shall agree.

SECTION 2.02. Subject to the terms of Article Three of the
Indenture, the Company shall have the right to redeem the Series A Debentures,
in whole or in part, from time to time, on or after ______________, 1999, at a
redemption price equal to 100% of the principal amount to be redeemed plus any
accrued and unpaid interest thereon, including any Additional Interest, if any,
to the date of such redemption (the "Optional Redemption Price"). Any
redemption pursuant to this paragraph will be made upon not less than 30 nor
more than 60 days' notice, at the Optional Redemption Price. If the Series A
Debentures are only partially redeemed pursuant to this Section, the Debentures
will be redeemed pro rata or by lot or by any other method utilized by the
Trustee; provided, that if at the time of redemption, the Series A Debentures
are registered as a Global Debenture, the Depository shall determine by lot the
principal amount of such Series A Debentures held by each Series A
Debentureholder to be redeemed.

SECTION 2.03. If the Company or Georgia Power Capital purchases
Series A Preferred Securities by tender, in the open market or by private
agreement, the Company shall have the right to redeem Series A Debentures, in
an amount not to exceed the aggregate stated liquidation preference of the
Series A Preferred

-4-
<PAGE> 6
Securities so purchased, together with any accrued and unpaid interest thereon,
including Additional Interest, if any, to the redemption date. Any payment
pursuant to this provision shall be made prior to 12:00 noon, New York City
time, on the date of such repurchase, or at such earlier time as the Company
and Georgia Power Capital shall agree.

ARTICLE THREE

Extension of Interest Payment Period

SECTION 3.01. So long as the Company is not in default in the
payment of interest on any series of Debentures issued under the Indenture, the
Company shall have the right, at any time during the term of the Series A
Debentures, from time to time to extend the interest payment period of such
Series A Debentures for up to 60 consecutive months (the "Extended Interest
Payment Period"), at the end of which period the Company shall pay all interest
accrued and unpaid thereon (together with interest thereon at the rate
specified for the Series A Debentures to the extent permitted by applicable
law); provided that, during such Extended Interest Payment Period the Company
shall not declare or pay any dividend on, or purchase, acquire or make a
liquidation payment with respect to, any of its capital stock, or make any
guarantee payments with respect thereto; provided further that any such
extended interest payment period may only be selected with respect to the
Series A Debentures if an extended interest payment period of identical
duration is simultaneously selected for all Debentures then outstanding under
the Indenture. Prior to the termination of any such Extended Interest Payment
Period, the Company may further extend such period, provided that such period
together with all such further extensions thereof shall not exceed 60
consecutive months. Upon the termination of any Extended Interest Payment
Period and upon the payment of all accrued and unpaid interest and any
Additional Interest then due, the Company may select a new Extended Interest
Payment Period, subject to the foregoing requirements. No interest shall be
due and payable during an Extended Interest Payment Period, except at the end
thereof.

SECTION 3.02. (a) If Georgia Power Capital is the sole holder of
the Series A Debentures at the time the Company selects an Extended Interest
Payment Period, the Company shall give both Georgia Power Capital and the
Trustee written notice of its selection of such Extended Interest Payment
Period one business day prior to the earlier of (i) the next succeeding date on
which dividends on the Series A Preferred Securities are payable or (ii) the
date Georgia Power Capital is required to give notice of the record date or the
date such dividends are payable to the New York Stock Exchange or other
applicable self-regulatory organization or to holders of the Series A Preferred
Securities,

-5-
<PAGE> 7
but in any event not less than one business day prior to such record date. The
Company shall cause Georgia Power Capital to give notice of the Company's
selection of such Extended Interest Payment Period to the holders of the Series
A Preferred Securities.

(b) If Georgia Power Capital is not the sole holder of the Series
A Debentures at the time the Company selects an Extended Interest Payment
Period, the Company shall give the holders of the Series A Debentures and the
Trustee written notice of its selection of such Extended Interest Payment
Period 10 business days prior to the earlier of (i) the next succeeding
Interest Payment Date or (ii) the date the Company is required to give notice
of the record or payment date of such interest payment to the New York Stock
Exchange or other applicable self-regulatory organization or to holders of the
Series A Debentures, but in any event not less than two business days prior to
such record date.

(c) The month in which any notice is given pursuant to paragraphs
(a) or (b) of this Section shall constitute one of the 60 months which comprise
the maximum Extended Interest Payment Period.

ARTICLE FOUR

Right of Set-Off

SECTION 4.01. Notwithstanding anything to the contrary in the
Indenture or herein, the Company shall have the right to set-off any payment it
is otherwise required to make thereunder or hereunder with and to the extent
the Company has heretofore made, or is concurrently on the date of such payment
making, a payment under the Guarantee Agreement, dated as of _________________,
executed by the Company and furnished to Georgia Power Capital for the benefit
of the holders of the Series A Preferred Securities.

ARTICLE FIVE

Covenant to List on Exchange

SECTION 5.01. If the Series A Debentures are to be issued as a
Global Debenture in connection with the distribution of the Series A Debentures
to the holders of the Series A Preferred Securities upon a Dissolution Event,
the Company will use its best efforts to list such Series A Debentures on the
New York Stock Exchange or on such other exchange as the Series A Preferred
Securities are then listed and traded.

-6-
<PAGE> 8
ARTICLE SIX

Form of Series A Debenture

SECTION 6.01. The Series A Debentures and the Trustee's Certificate
of Authentication to be endorsed thereon are to be substantially in the
following forms:

(FORM OF FACE OF DEBENTURE)

[IF THE SERIES A DEBENTURE IS TO BE A GLOBAL DEBENTURE, INSERT - This
Debenture is a Global Debenture within the meaning of the Indenture hereinafter
referred to and is registered in the name of a Depository or a nominee of a
Depository. This Debenture is exchangeable for Debentures registered in the
name of a person other than the Depository or its nominee only in the limited
circumstances described in the Indenture, and no transfer of this Debenture
(other than a transfer of this Debenture as a whole by the Depository to a
nominee of the Depository or by a nominee of the Depository to the Depository
or another nominee of the Depository) may be registered except in limited
circumstances.

Unless this Debenture is presented by an authorized representative of
The Depository Trust Company (55 Water Street, New York) to the issuer or its
agent for registration of transfer, exchange or payment, and any Debenture
issued is registered in the name of Cede & Co. or such other name as requested
by an authorized representative of The Depository Trust Company and any payment
hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof,
Cede & Co., has an interest herein.]

No. _________________ $___________

CUSIP No. ___________

GEORGIA POWER COMPANY

____% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE,
SERIES A, DUE 2024

GEORGIA POWER COMPANY, a corporation duly organized and existing under
the laws of the State of Georgia (herein referred to as the "Company", which
term includes any successor

-7-
<PAGE> 9
corporation under the Indenture hereinafter referred to), for value received,
hereby promises to pay to ______________ or registered assigns, the principal
sum of ______________ Dollars on ____________, 2024, and to pay interest on
said principal sum from ____________, 1994 or from the most recent interest
payment date (each such date, an "Interest Payment Date") to which interest has
been paid or duly provided for, monthly (subject to deferral as set forth
herein) in arrears on the last day of each calendar month of each year
commencing ____________, 1994 at the rate of ____% per annum plus Additional
Interest, if any, until the principal hereof shall have become due and payable,
and on any overdue principal and premium, if any, and (without duplication and
to the extent that payment of such interest is enforceable under applicable
law) on any overdue installment of interest at the same rate per annum. The
amount of interest payable on any Interest Payment Date shall be computed for
any full monthly interest period on the basis of a 360-day year of twelve
30-day months and for any period shorter than a full monthly interest period
for which interest is computed, interest will be computed on the basis of the
actual number of days elapsed in such period. In the event that any date on
which interest is payable on this Debenture is not a business day, then payment
of interest payable on such date will be made on the next succeeding day which
is a business day (and without any interest or other payment in respect of any
such delay), except that, if such business day is in the next succeeding
calendar year, such payment shall be made on the immediately preceding business
day, in each case with the same force and effect as if made on such date. The
interest installment so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in the Indenture, be paid to the
person in whose name this Debenture (or one or more Predecessor Debentures, as
defined in said Indenture) is registered at the close of business on the
regular record date for such interest installment, [which shall be the close of
business on the business day next preceding such Interest Payment Date.] [IF
PURSUANT TO THE PROVISIONS OF SECTION 2.11(C) OF THE INDENTURE THE SERIES A
DEBENTURES ARE NO LONGER REPRESENTED BY A GLOBAL DEBENTURE -- which shall be
the close of business on the _____ business day next preceding such Interest
Payment Date.] Any such interest installment not punctually paid or duly
provided for shall forthwith cease to be payable to the registered holders on
such regular record date, and may be paid to the person in whose name this
Debenture (or one or more Predecessor Debentures) is registered at the close of
business on a special record date to be fixed by the Trustee for the payment of
such defaulted interest, notice whereof shall be given to the registered
holders of this series of Debentures not less than 10 days prior to such
special record date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Debentures may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture. The

-8-
<PAGE> 10
principal of (and premium, if any) and the interest on this Debenture shall be
payable at the office or agency of the Company maintained for that purpose in
the Borough of Manhattan, The City and State of New York, in any coin or
currency of the United States of America which at the time of payment is legal
tender for payment of public and private debts; provided, however, that payment
of interest may be made at the option of the Company by check mailed to the
registered holder at such address as shall appear in the Debenture Register.
Notwithstanding the foregoing, so long as the holder of this Debenture is
Georgia Power Capital, L.P. ("Georgia Power Capital"), the payment of the
principal of (and premium, if any) and interest (including Additional Interest,
if any) on this Debenture will be made at such place and to such account as may
be designated by Georgia Power Capital.

The indebtedness evidenced by this Debenture is, to the extent
provided in the Indenture, subordinate and subject in right of payment to the
prior payment in full of all Senior Indebtedness, and this Debenture is issued
subject to the provisions of the Indenture with respect thereto. Each Holder
of this Debenture, by accepting the same, (a) agrees to and shall be bound by
such provisions, (b) authorizes and directs the Trustee on his behalf to take
such action as may be necessary or appropriate to acknowledge or effectuate the
subordination so provided and (c) appoints the Trustee his attorney-in-fact for
any and all such purposes. Each Holder hereof, by his acceptance hereof,
hereby waives all notice of the acceptance of the subordination provisions
contained herein and in the Indenture by each holder of Senior Indebtedness,
whether now outstanding or hereafter incurred, and waives reliance by each such
holder upon said provisions.

This Debenture shall not be entitled to any benefit under the
Indenture hereinafter referred to, be valid or become obligatory for any
purpose until the Certificate of Authentication hereon shall have been signed
by or on behalf of the Trustee.

Unless the Certificate of Authentication hereon has been executed by
the Trustee or a duly appointed Authentication Agent referred to on the reverse
side hereof, this Debenture shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.

The provisions of this Debenture are continued on the reverse side
hereof and such continued provisions shall for all purposes have the same
effect as though fully set forth at this place.

-9-
<PAGE> 11
IN WITNESS WHEREOF, the Company has caused this Instrument to be executed.

Dated ____________________

GEORGIA POWER COMPANY

By___________________________

Attest:

By____________________

-10-
<PAGE> 12
(FORM OF CERTIFICATE OF AUTHENTICATION)

CERTIFICATE OF AUTHENTICATION

This is one of the Debentures of the series of Debentures described in
the within-mentioned Indenture.

TRUST COMPANY BANK

____________________________ ____________________________
as Trustee or as Authentication Agent

By__________________________ By_________________________
Authorized Signatory Authorized Signatory

(FORM OF REVERSE OF DEBENTURE)

This Debenture is one of a duly authorized series of Debentures of the
Company (herein sometimes referred to as the "Debentures"), specified in the
Indenture, all issued or to be issued in one or more series under and pursuant
to an Indenture dated as of _____________, 1994 duly executed and delivered
between the Company and Trust Company Bank, a banking corporation organized and
existing under the laws of the State of Georgia, as Trustee (herein referred to
as the "Trustee"), as supplemented by the First Supplemental Indenture dated as
of ______________, 1994 between the Company and the Trustee (said Indenture as
so supplemented being hereinafter referred to as the "Indenture"), to which
Indenture and all indentures supplemental thereto reference is hereby made for
a description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the holders of the
Debentures. By the terms of the Indenture, the Debentures are issuable in
series which may vary as to amount, date of maturity, rate of interest and in
other respects as in the Indenture provided. This series of Debentures is
limited in aggregate principal amount as specified in said First Supplemental
Indenture.

If Georgia Power Capital redeems its ____% Cumulative Monthly Income
Preferred Securities, Series A (the "Series A Preferred Securities") in
accordance with the terms thereof, this Debenture will become due and payable
in a principal amount equal to the aggregate stated liquidation preference of
the Series A Preferred Securities so redeemed, together with any interest
accrued thereon, including Additional Interest (the "Man-

-11-

<PAGE> 13
datory Prepayment"). Any Mandatory Prepayment shall be made prior to 12:00
noon, New York time, on the date of such redemption or at such earlier time as
the Company and Georgia Power Capital shall agree.

Subject to the terms of Article Three of the Indenture, the Company
shall have the right to redeem this Debenture at the option of the Company,
without premium or penalty, in whole or in part at any time on or after
______________, 1999 (an "Optional Redemption"), at a redemption price equal to
100% of the principal amount plus any accrued but unpaid interest, including
any Additional Interest, if any, to the date of such redemption (the "Optional
Redemption Price"). Any redemption pursuant to this paragraph will be made
upon not less than 30 nor more than 60 days' notice, at the Optional Redemption
Price. If the Debentures are only partially redeemed by the Company pursuant
to an Optional Redemption, the Debentures will be redeemed pro rata or by lot
or by any other method utilized by the Trustee; provided that if at the time of
redemption, the Debentures are registered as a Global Debenture, the Depository
shall determine by lot the principal amount of such Debentures held by each
Debentureholder to be redeemed.

If the Company or Georgia Power Capital purchases Series A Preferred
Securities by tender, in the open market or by private agreement, the Company
shall have the right to redeem Debentures of this series, in an amount not to
exceed the aggregate stated liquidation preference of the Series A Preferred
Securities so purchased, together with any accrued and unpaid interest thereon,
including Additional Interest, if any, to the redemption date.

In the event of redemption of this Debenture in part only, a new
Debenture or Debentures of this series for the unredeemed portion hereof will
be issued in the name of the Holder hereof upon the cancellation hereof.

In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of all of the Debentures may be
declared, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the
Indenture.

The Indenture contains provisions for defeasance at any time of the
entire indebtedness of this Debenture upon compliance by the Company with
certain conditions set forth therein.

The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of the Debentures of each series affected at the
time outstanding, as defined in the Indenture, to execute supplemental
indentures for the purpose of adding any provisions to or changing in any
manner or eliminating

-12-
<PAGE> 14
any of the provisions of the Indenture or of any supplemental indenture or of
modifying in any manner the rights of the Holders of the Debentures; provided,
however, that no such supplemental indenture shall (i) extend the fixed
maturity of any Debentures of any series, or reduce the principal amount
thereof, or reduce the rate or extend the time of payment of interest thereon,
or reduce any premium payable upon the redemption thereof, without the consent
of the holder of each Debenture so affected or (ii) reduce the aforesaid
percentage of Debentures, the holders of which are required to consent to any
such supplemental indenture, without the consent of the holders of each
Debenture then outstanding and affected thereby. The Indenture also contains
provisions permitting the Holders of a majority in aggregate principal amount
of the Debentures of all series at the time outstanding affected thereby, on
behalf of the Holders of the Debentures of such series, to waive any past
default in the performance of any of the covenants contained in the Indenture,
or established pursuant to the Indenture with respect to such series, and its
consequences, except a default in the payment of the principal of or premium,
if any, or interest on any of the Debentures of such series. Any such consent
or waiver by the registered Holder of this Debenture (unless revoked as
provided in the Indenture) shall be conclusive and binding upon such Holder and
upon all future Holders and owners of this Debenture and of any Debenture
issued in exchange herefor or in place hereof (whether by registration of
transfer or otherwise), irrespective of whether or not any notation of such
consent or waiver is made upon this Debenture.

No reference herein to the Indenture and no provision of this
Debenture or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
premium, if any, and interest on this Debenture at the time and place and at
the rate and in the money herein prescribed.

So long as the Company is not in default in the payment of interest on
any series of Debentures issued under the Indenture, the Company shall have the
right at any time during the term of the Debentures, from time to time to
extend the interest payment period of such Debentures to up to 60 consecutive
months (the "Extended Interest Payment Period"), at the end of which period the
Company shall pay all interest then accrued and unpaid (together with interest
thereon at the rate specified for the Debentures to the extent that payment of
such interest is enforceable under applicable law); provided that, during such
Extended Interest Payment Period the Company shall not declare or pay any
dividend on, or purchase, acquire or make a liquidation payment with respect
to, any of its capital stock, or make any guarantee payments with respect
thereto; provided further that any such extended interest payment period may
only be selected with respect to the Series A Debentures if an extended
interest

-13-
<PAGE> 15
payment period of identical duration is simultaneously selected for all
Debentures then outstanding under the Indenture. Prior to the termination of
any such Extended Interest Payment Period, the Company may further extend such
Extended Interest Payment Period, provided that such Period together with all
such further extensions thereof shall not exceed 60 consecutive months. At the
termination of any such Extended Interest Payment Period and upon the payment
of all accrued and unpaid interest and any additional amounts then due, the
Company may select a new Extended Interest Payment Period.

As provided in the Indenture and subject to certain limitations
therein set forth, this Debenture is transferable by the registered holder
hereof on the Debenture Register of the Company, upon surrender of this
Debenture for registration of transfer at the office or agency of the Company
in the Borough of Manhattan, The City and State of New York accompanied by a
written instrument or instruments of transfer in form satisfactory to the
Company or the Trustee duly executed by the registered holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Debentures
of authorized denominations and for the same aggregate principal amount and
series will be issued to the designated transferee or transferees. No service
charge will be made for any such transfer, but the Company may require payment
of a sum sufficient to cover any tax or other governmental charge payable in
relation thereto.

Prior to due presentment for registration of transfer of this
Debenture, the Company, the Trustee, any paying agent and any Debenture
Registrar may deem and treat the registered holder hereof as the absolute owner
hereof (whether or not this Debenture shall be overdue and notwithstanding any
notice of ownership or writing hereon made by anyone other than the Debenture
Registrar) for the purpose of receiving payment of or on account of the
principal hereof and premium, if any, and interest due hereon and for all other
purposes, and neither the Company nor the Trustee nor any paying agent nor any
Debenture Registrar shall be affected by any notice to the contrary.

No recourse shall be had for the payment of the principal of or the
interest on this Debenture, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture, against any
incorporator, stockholder, officer or director, past, present or future, as
such, of the Company or of any predecessor or successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of
any assessment or penalty or otherwise, all such liability being, by the
acceptance hereof and as part of the consideration for the issuance hereof,
expressly waived and released.

[The Debentures of this series are issuable only in

-14-
<PAGE> 16
registered form without coupons in denominations of $25 and any integral
multiple thereof.] [This Global Debenture is exchangeable for Debentures in
definitive form only under certain limited circumstances set forth in the
Indenture. Debentures of this series so issued are issuable only in registered
form without coupons in denominations of $25 and any integral multiple
thereof.] As provided in the Indenture and subject to certain limitations
[herein and] therein set forth, Debentures of this series [so issued] are
exchangeable for a like aggregate principal amount of Debentures of this series
of a different authorized denomination, as requested by the Holder surrendering
the same.

All terms used in this Debenture which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

ARTICLE SEVEN

Original Issue of Series A Debentures

SECTION 7.01. Series A Debentures in the aggregate principal amount
of $____________ plus the amount of capital contributions made by the Company
from time to time as general partner of Georgia Power Capital, may, upon
execution of this First Supplemental Indenture, or from time to time
thereafter, be executed by the Company and delivered to the Trustee for
authentication, and the Trustee shall thereupon authenticate and deliver said
Debentures to or upon the written order of the Company, signed by its Chairman,
its President, or any Vice President and its Treasurer or an Assistant
Treasurer, without any further action by the Company.

ARTICLE EIGHT

Miscellaneous Provisions

SECTION 8.01. Except as otherwise expressly provided in this First
Supplemental Indenture or in the form of Series A Debenture or otherwise
clearly required by the context hereof or thereof, all terms used herein or in
said form of Series A Debenture that are defined in the Indenture shall have
the several meanings respectively assigned to them thereby.

SECTION 8.02. The Indenture, as supplemented by this First
Supplemental Indenture, is in all respects ratified and confirmed, and this
First Supplemental Indenture shall be deemed part of the Indenture in the
manner and to the extent herein and therein provided.

SECTION 8.03. The recitals herein contained are made by the

-15-
<PAGE> 17
Company and not by the Trustee, and the Trustee assumes no responsibility for
the correctness thereof. The Trustee makes no representation as to the
validity or sufficiency of this First Supplemental Indenture.

SECTION 8.04. This First Supplemental Indenture may be executed in
any number of counterparts each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed, and their respective corporate
seals to be hereunto affixed and attested, on the date or dates indicated in
the acknowledgments and as of the day and year first above written.

GEORGIA POWER COMPANY

By: _____________________________

Attest:

_________________________

TRUST COMPANY BANK,
as Trustee

By: _____________________________

-16-
<PAGE> 18
STATE OF GEORGIA )
COUNTY OF FULTON ) ss.: Atlanta, ___________, 1994

On the ____ day of ___________, in the year one thousand nine hundred
ninety-four, before me personally came _________________ to me known, who,
being by me duly sworn, did depose and say that he resides at
____________________________; that he is __________________________ of GEORGIA
POWER COMPANY, one of the corporations described in and which executed the
above instrument; that he knows the corporate seal of said corporation; that
the seal affixed to the said instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation; and that he
signed his name thereto by like authority.

___________________________
NOTARY PUBLIC

My Commission Expires:

STATE OF GEORGIA )
COUNTY OF FULTON ) ss.: Atlanta, _____________, 1994

On the ____ day of ___________, in the year one thousand nine hundred
ninety-four, before me personally came ___________________ to me known, who,
being by me duly sworn, did depose and say that he resides at
_______________________; that he is __________________________ of TRUST COMPANY
BANK, one of the corporations described in and which executed the above
instrument; that he knows the corporate seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation; and that he signed his
name thereto by like authority.

___________________________
NOTARY PUBLIC

My Commission Expires:

-17-

<PAGE> 1

EXHIBIT 4.4

CERTIFICATE OF LIMITED PARTNERSHIP
OF
GEORGIA POWER CAPITAL, L.P.

This Certificate of Limited Partnership of Georgia Power Capital, L.P.
(the "Partnership"), dated as of November 9, 1994, is being duly executed and
filed by Georgia Power Company, a Georgia corporation, as general partner, to
form a limited partnership under the Delaware Revised Uniform Limited
Partnership Act (6 Del. C. Section 17-101, et seq.).

1. Name. The name of the limited partnership formed hereby is
Georgia Power Capital, L.P.

2. Registered Office. The address of the registered office of
the Partnership in the State of Delaware is c/o The Corporation Trust Company,
Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County,
Delaware 19801.

3. Registered Agent. The name and address of the registered
agent for service of process on the Partnership in the State of Delaware is The
Corporation Trust Company, Corporation Trust Center, 1209 Orange Street,
Wilmington, New Castle County, Delaware 19801.

4. General Partner. The name and the business address of the
sole general partner of the Partnership are: Georgia Power Company, 333
Piedmont Avenue, N.E., Atlanta, Georgia 30308.
<PAGE> 2
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Limited Partnership as of the date first-above written.

GEORGIA POWER COMPANY,
General Partner

By: __________________________________
Name:
Title:

<PAGE> 1

EXHIBIT 4.5

DRAFT
11/10/94

AMENDED AND RESTATED AGREEMENT

LIMITED PARTNERSHIP

GEORGIA POWER CAPITAL, L.P.
<PAGE> 2
TABLE OF CONTENTS

ARTICLE I
FORMATION AND CONTINUATION OF THE PARTNERSHIP;
ADMISSION OF PREFERRED SECURITY HOLDERS;
RETURN OF INITIAL LIMITED PARTNER'S CAPITAL CONTRIBUTION

<TABLE>
<S> <C> <C>
Section 1.1 Formation and Continuation of the Partnership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.2 Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.3 Business of the Partnership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.4 Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.5 Registered Agent and Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.6 Principal Place of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.7 Name and Business Address of General Partner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.8 Admission of Holders of Preferred Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

ARTICLE II
DEFINED TERMS

Section 2.1 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

ARTICLE III
CAPITAL CONTRIBUTIONS, REPRESENTATION OF
PREFERRED SECURITY HOLDER'S INTEREST; CAPITAL ACCOUNTS

Section 3.1 Capital Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 3.2 Preferred Security Holder's Interest
Represented by Preferred Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 3.3 Capital Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 3.4 Interest on Capital Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 3.5 Withdrawal and Return of Capital Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

ARTICLE IV
ALLOCATIONS

Section 4.1 Profits and Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 4.2 Other Allocation Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 4.3 Allocations for Income Tax Purposes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 4.4 Withholding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

ARTICLE V
DIVIDENDS

Section 5.1 Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 5.2 Limitations on Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
</TABLE>

<PAGE> 3
ARTICLE VI
ISSUANCE OF PREFERRED SECURITIES

<TABLE>
<S> <C>
Section 6.1 General Provisions Regarding Preferred Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

ARTICLE VII
BOOKS OF ACCOUNT, RECORDS AND REPORTS

Section 7.1 Books and Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 7.2 Accounting Method . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

ARTICLE VIII
POWERS, RIGHTS AND DUTIES OF THE LIMITED PARTNERS

Section 8.1 Limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 8.2 Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 8.3 Priority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

ARTICLE IX
POWERS, RIGHTS AND DUTIES OF THE GENERAL PARTNER

Section 9.1 Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 9.2 Powers and Duties of General Partner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 9.3 Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 9.4 Exculpation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 9.5 Fiduciary Duty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 9.6 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 9.7 Outside Businesses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 9.8 Limits on General Partner's Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 9.9 Tax Matters Partner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 9.10 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

ARTICLE X
TRANSFERS OF INTERESTS BY PARTNERS

Section 10.1 Transfer of Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 10.2 Transfer of LP Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 10.3 Persons Deemed Preferred Security Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 10.4 Book Entry Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 10.5 Notices to Clearing Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 10.6 Appointment of Successor Clearing Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 10.7 Definitive LP Certificates; Appointment
of Paying Agent(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

ARTICLE XI
WITHDRAWAL; DISSOLUTION; LIQUIDATION AND
DISTRIBUTION OF ASSETS

Section 11.1 Withdrawal of Partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 11.2 Dissolution of the Partnership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 11.3 Liquidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 11.4 Distribution in Liquidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
</TABLE>

<PAGE> 4

<TABLE>
<S> <C> <C>
Section 11.5 Rights of Limited Partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 11.6 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

ARTICLE XII
AMENDMENTS AND MEETINGS

Section 12.1 Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 12.2 Amendment of Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 12.3 Meetings of the Partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

ARTICLE XIII
MISCELLANEOUS

Section 13.1 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 13.2 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 13.3 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 13.4 Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 13.5 Pronouns and Number . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 13.6 Captions and Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 13.7 Partial Enforceability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 13.8 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 13.9 Waiver of Partition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 13.10 Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

</TABLE>

iii
<PAGE> 5
AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP

GEORGIA POWER CAPITAL, L.P.

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of Georgia Power
Capital, L.P. (the "Partnership"), dated as of ___________ ___, 1994, among
Georgia Power Company, a Georgia corporation ("Georgia Power"), as the general
partner, Georgia Power LP Holdings Corp., a Georgia corporation, as the initial
limited partner (the "Initial Limited Partner"), and such other Persons (as
defined herein) who become Limited Partners (as defined herein) as provided
herein.

WHEREAS, Georgia Power and the Initial Limited Partner entered into an
Agreement of Limited Partnership, dated as of November 9, 1994 (the "Original
Limited Partnership Agreement");

WHEREAS, the Certificate of Limited Partnership of the Partnership was
filed with the Office of the Secretary of State of the State of Delaware on
November 10, 1994;

WHEREAS, the Partners (as defined herein) desire to continue the
Partnership as a limited partnership under the Act (as defined herein) and to
amend and restate the Original Limited Partnership Agreement in its entirety;

NOW, THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree to amend
and restate the Original Limited Partnership Agreement in its entirety and
hereby agree as follows:

ARTICLE I

FORMATION AND CONTINUATION OF THE PARTNERSHIP;
ADMISSION OF PREFERRED SECURITY HOLDERS;
RETURN OF INITIAL LIMITED PARTNER'S CAPITAL CONTRIBUTION

Section 1.1 Formation and Continuation of the Partnership. The
Partnership was formed as a limited partnership under the Act by the filing by
the General Partner (as defined herein) of the Certificate (as defined herein)
with the Office of the Secretary of State of the State of Delaware on November
10, 1994 and the entering into by the General Partner and the Initial Limited
Partner of the Original Limited Partnership Agreement. The parties hereto
agree to continue the Partnership as a limited partnership under the Act. The
General Partner, for itself and as agent for the Limited Partners, shall make
every reasonable
<PAGE> 6
effort to assure that all certificates and documents are properly executed and
shall accomplish all filing, recording, publishing and other acts necessary or
appropriate for compliance with all the requirements for the continuation of
the Partnership as a limited partnership under the Act and under all other laws
of the State of Delaware or such other jurisdictions in which the General
Partner determines that the Partnership may conduct business. The rights,
liabilities and duties of the Partners shall be as provided in the Act except
as modified by this Agreement. Where not otherwise specified in this
Agreement, the Act governs the rights and obligations of the parties to this
Agreement.

Section 1.2 Name. The name of the Partnership is "Georgia Power
Capital, L.P.", as such name may be modified from time to time by the General
Partner following written notice to the Limited Partners. The Partnership
business may be conducted under the name of the Partnership or any other name
deemed advisable by the General Partner.

Section 1.3 Business of the Partnership. The sole purpose of the
Partnership is (a) to issue partnership interests in the Partnership,
including, without limitation, Preferred Securities (as defined herein), and to
use the proceeds thereof to purchase Junior Subordinated Debentures (as defined
herein) or other similar debt instruments of Georgia Power and (b) except as
otherwise limited herein, to enter into, make and perform all contracts and
other undertakings, and engage in all activities and transactions as the
General Partner may reasonably deem necessary or advisable for the carrying out
of the foregoing purpose of the Partnership.

Section 1.4 Term. The term of the Partnership commenced on the
date the Certificate was filed with the Secretary of State of the State of
Delaware and shall continue until December 31, 2093, unless dissolved before
such date in accordance with the provisions of this Agreement.

Section 1.5 Registered Agent and Office. The Partnership's
registered agent and office in the State of Delaware shall be The Corporation
Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New
Castle County, Delaware 19801. At any time, the General Partner may designate
another registered agent and/or registered office.

Section 1.6 Principal Place of Business. The principal place of
business of the Partnership shall be at c/o Georgia Power Company, 333 Piedmont
Avenue, N.E., Atlanta, Georgia 30308. Upon ten days written notice to the
Limited Partners, the General Partner may change the location of the
Partnership's principal place of business.

2
<PAGE> 7
Section 1.7 Name and Business Address of General Partner. The
name and business address of the General Partner are as follows:

Georgia Power Company
333 Piedmont Avenue, N.E.
Atlanta, Georgia 30308
Attention: Corporate Secretary

The General Partner may change its name or business address from time to time,
in which event the General Partner shall promptly notify the Limited Partners
of any such change.

Section 1.8 Admission of Holders of Preferred Securities.

(a) Without necessity for execution of this Agreement,
upon receipt by a Person of an LP Certificate (as defined herein) and payment
to the Partnership of the Purchase Price (as defined herein) for the Preferred
Securities represented by such LP Certificate in connection with the initial
issuance by the Partnership of such Preferred Securities, which shall be deemed
to constitute a request by such Person that the books and records of the
Partnership reflect such Person's admission as a limited partner of the
Partnership, such Person shall be admitted to the Partnership as a limited
partner of the Partnership and shall become bound by this Agreement.

(b) Following the first admission of a Preferred Security
Holder to the Partnership as a Limited Partner pursuant to paragraph (a) above,
the Initial Limited Partner shall receive the return of its capital
contribution without interest or deduction, but will continue to be a limited
partner of the Partnership. While the Initial Limited Partner shall continue
to be a limited partner of the Partnership, the Initial Limited Partner shall
only have such rights, if any, as are expressly provided to the Initial Limited
Partner pursuant to this Agreement.

(c) The name and mailing address of each Partner and the
amount contributed by such Partner to the capital of the Partnership shall be
listed on the books and records of the Partnership. The General Partner shall
be required to update the books and records from time to time as necessary to
accurately reflect the information therein.

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ARTICLE II

DEFINED TERMS

Section 2.1 Definitions. Unless the context otherwise requires,
the terms defined in this Article II shall, for the purposes of this Agreement,
have the meanings herein specified.

"Act" means the Delaware Revised Uniform Limited Partnership Act, 6
Del. C. Section 17-101, et seq., as amended from time to time.

"Action" has the meaning set forth in Section 6.1(b).

"Adjusted Capital Account" has the meaning set forth in Section
4.2(d)(i).

"Affiliate" means, with respect to a specified Person, (a) any Person
directly or indirectly owning, controlling or holding with power to vote 10% or
more of the outstanding voting securities or other ownership interests of the
specified Person, (b) any Person 10% or more of whose outstanding voting
securities or other ownership interests are directly or indirectly owned,
controlled or held with power to vote by the specified Person, (c) any Person
directly or indirectly controlling, controlled by, or under common control with
the specified Person, (d) a partnership in which the specified Person is a
general partner, (e) any officer or director of the specified Person, and (f)
if the specified Person is an individual, any entity of which the specified
Person is an officer, director or general partner.

"Agreement" means this Amended and Restated Agreement of Limited
Partnership of the Partnership, as amended, modified, supplemented or restated
from time to time.

"Book Entry Interests" means a beneficial interest in the LP
Certificates, ownership and transfers of which shall be made through book
entries by a Clearing Agency as described in Section 10.4.

"Business Day" means any day other than a day on which banking
institutions in The City of New York are authorized or required by law to
close.

"Capital Account" has the meaning set forth in Section 3.3.

"Certificate" means the Certificate of Limited Partnership of the
Partnership filed with the Secretary of State of the State of Delaware on
November 10, 1994, and any and all amendments thereto and restatements thereof.

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"Clearing Agency" means an organization registered as a "Clearing
Agency" pursuant to Section 17A of the Exchange Act that is acting as
depository for the Preferred Securities and in whose name shall be registered a
global LP Certificate and which shall undertake to effect book entry transfers
and pledges of the Preferred Securities.

"Clearing Agency Participant" means a broker, dealer, bank, other
financial institution or other Person for whom from time to time the Clearing
Agency effects book entry transfers and pledges of securities deposited with
the Clearing Agency.

"Code" means the Internal Revenue Code of 1986, as amended from time
to time, or any corresponding federal tax statute enacted after the date of
this Agreement. A reference to a specific section (Section ) of the Code
refers not only to such specific section but also to any corresponding
provision of any federal tax statute enacted after the date of this Agreement,
as such specific section or corresponding provision is in effect on the date of
application of the provisions of this Agreement containing such reference.

"Covered Person" means any Partner, any Affiliate of a Partner or any
officers, directors, shareholders, partners, members, employees,
representatives or agents of a Partner or its respective Affiliates, or any
employee or agent of the Partnership or its Affiliates or any Special
Representative.

"Definitive LP Certificates" has the meaning set forth in Section 10.4.

"Dividends" means the distributions of income paid or payable to any
Limited Partner who is a Preferred Security Holder pursuant to the terms of the
Preferred Securities held by such Limited Partner, including any interest
payable in respect of arrearages.

"DTC" means The Depository Trust Company, the initial Clearing Agency.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Fiscal Year" means (i) the period commencing upon the formation of
the Partnership and ending on December 31, 1994, and (ii) any subsequent twelve
(12) month period commencing on January 1 and ending on December 31.

"General Partner" means Georgia Power, in its capacity as general
partner of the Partnership, and any additional or successor general partner in
the Partnership admitted as a general partner of the Partnership pursuant to
this Agreement.

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"Georgia Power" has the meaning set forth in the forepart of this
Agreement.

"Guarantee" means the Guarantee Agreement dated as of _____________,
1994 of Georgia Power in respect of the Preferred Securities.

"Holders" means, with respect to a series of Preferred Securities,
Preferred Security Holders in whose name one or more LP Certificates
representing Preferred Securities of such series are registered.

"Indemnified Person" means the General Partner, any Special
Representative, any Affiliate of the General Partner or any Special
Representative or any officers, directors, shareholders, members, partners,
employees, representatives or agents of the General Partner or any Special
Representative, or any employee or agent of the Partnership or its Affiliates.

"Indenture" means the Indenture dated as of __________, 1994 between
Georgia Power and Trust Company Bank, as Trustee, pursuant to which the Junior
Subordinated Debentures are issued.

"Initial Limited Partner" means Georgia Power LP Holdings Corp., a
Georgia corporation.

"Initial Preferred Limited Partners" means the Persons admitted as
Limited Partners pursuant to Section 1.8(a) in connection with the initial
issuance by the Partnership of Preferred Securities.

"Interest" means the entire ownership interest of a Partner in the
Partnership at any particular time, including, without limitation, its interest
in the capital, profits, losses and distributions of the Partnership.

"Junior Subordinated Debentures" means any series of debentures issued
by Georgia Power under the Indenture.

"Limited Partner" means any Person who is admitted to the Partnership
as a limited partner of the Partnership pursuant to the terms of this
Agreement, including the Preferred Security Holders and the Initial Limited
Partner, in each such Person's capacity as a limited partner of the
Partnership.

"Liquidation Distribution" has the meaning set forth in the applicable
Action relating to a series of Preferred Securities.

"Liquidator" has the meaning set forth in Section 11.3.

"Loss Carried Forward Amount" means, as of the first day of any month
for any series of Preferred Securities, an amount equal

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<PAGE> 11
to the excess of (x) all Net Loss allocated to the Holders of such series of
Preferred Securities from the date of issuance of such series of Preferred
Securities through and including the day prior to the first day of such month
pursuant to Section 4.1(b)(ii) over (y) the amount of Net Income allocated to
the Holders of such series of Preferred Securities pursuant to Section
4.1(a)(ii) with respect to such period.

"LP Certificate" means a certificate of partnership interest
substantially in the form attached hereto as Annex A, evidencing the Preferred
Securities held by a Limited Partner.

"Majority in liquidation preference of the Preferred Securities" means
Holder(s) of a series of Preferred Securities or, as the context may require,
Holder(s) of more than one series of Preferred Securities voting as a class,
who are the record owners of Preferred Securities whose liquidation preference
(including the stated preference amount that would be paid on redemption or
maturity, plus accrued and unpaid dividends, whether or not declared, to the
date upon which the voting percentages are determined) represents more than 50%
of the above stated liquidation preference of all Preferred Securities of such
series or, as applicable, multiple series.

"Net Income" and "Net Loss", respectively, for any period means the
income and loss, respectively, of the Partnership for such period as determined
in accordance with the method of accounting followed by the Partnership for
federal income tax purposes, including, for all purposes, any income exempt
from tax and any expenditures of the Partnership which are described in Code
Section 705(a)(2)(B); provided, however, that any item allocated under Section
4.2 shall be excluded from the computation of Net Income and Net Loss.

"Partners" means the General Partner and the Limited Partners,
collectively, where no distinction is required by the context in which the term
is used.

"Partnership" means the limited partnership heretofore formed and
continued under and pursuant to this Agreement.

"Paying Agent" has the meaning set forth in Section 10.7.

"Person" means any individual, corporation, limited liability company,
association, partnership, trust or other entity.

"Preferred Securities" means the limited partner interests in the
Partnership described in Article VI.

"Preferred Security Holder" has the meaning set forth in Section 10.3.

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"Preferred Security Beneficial Owner" means, with respect to a Book
Entry Interest, a Person who is the beneficial owner of such Book Entry
Interest, as reflected on the books of the Clearing Agency, or on the books of
a Person maintaining an account with such Clearing Agency (directly as a
Clearing Agency Participant or as an indirect participant, in each case in
accordance with the rules of such Clearing Agency).

"Pricing Agreement" means a Pricing Agreement between the Partnership
and Georgia Power relating to the issuance of the Preferred Securities.

"Purchase Price" for any Preferred Security means the amount paid for
such Preferred Security in the initial sale by the Partnership of such
Preferred Security.

"Securities Act" means the Securities Act of 1933, as amended.

"66-2/3% in liquidation preference of the Preferred Securities" means
Holder(s) of a series of Preferred Securities or, as the context may require,
Holder(s) of more than one series of Preferred Securities voting as a class,
who are the record owners of Preferred Securities whose liquidation preference
(including the stated preference amount that would be paid on redemption or
maturity, plus accrued and unpaid dividends, whether or not declared, to the
date upon which the voting percentages are determined) represents more than
66-2/3% of the above stated liquidation preference of all Preferred Securities
of such series or, as applicable, multiple series.

"Special Representative" means a special representative of the
Partnership and the Holders elected or appointed in accordance with the
applicable Action relating to a series of Preferred Securities.

"Tax Matters Partner" means the General Partner designated as such in
Section 9.9 hereof.

"10% in liquidation preference of the Preferred Securities" means
Holders(s) of a series of Preferred Securities or, as the context may require,
Holder(s) of more than one series of Preferred Securities voting as a class,
who are the record owners of Preferred Securities whose liquidation preference
(including the stated preference amount that would be paid on redemption or
maturity, plus accrued and unpaid dividends, whether or not declared, to the
date upon which the voting percentages are determined) represents more than 10%
of the above stated liquidation preference of all Preferred Securities of such
series or, as applicable, multiple series.

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<PAGE> 13
"Treasury Regulations" means the income tax regulations, including
temporary regulations, promulgated under the Code, as such regulations may be
amended from time to time (including corresponding provisions of succeeding
regulations).

"Trustee" means the Trustee under the Indenture.

"Underwriting Agreement" means an Underwriting Agreement among the
Partnership and the underwriters named therein relating to the issuance of the
Preferred Securities.

ARTICLE III

CAPITAL CONTRIBUTIONS, REPRESENTATION OF
PREFERRED SECURITY HOLDER'S INTEREST; CAPITAL ACCOUNTS

Section 3.1 Capital Contributions.

(a) The General Partner has, prior to the date hereof,
contributed an aggregate of $3.00 to the capital of the Partnership, which
amount is equal to at least 3% of the total capital contributions to the
Partnership, after taking into account the contribution of the Initial Limited
Partner referred to in paragraph (b) of this Section 3.1. Subject to Section
4.1(c), the General Partner shall from time to time make such additional
capital contributions as are necessary to maintain its Capital Account balance
at least equal to 3% of the aggregate positive Capital Account balances of all
Partners.

(b) The Initial Limited Partner has, prior to the date
hereof, contributed the amount of $97.00 to the capital of the Partnership
which amount is being returned to the Initial Limited Partner.

(c) With respect to each of the Initial Preferred Limited
Partners, there shall be contributed to the capital of the Partnership the
amount of the Purchase Price for the Preferred Securities acquired by it (such
amount being such Person's capital contribution to the Partnership).

(d) With respect to each Person (other than the Initial
Preferred Limited Partners) who is issued a Preferred Security by the
Partnership in connection with the initial issuance by the Partnership of such
Preferred Security, there shall be contributed to the capital of the
Partnership an amount equal to the Purchase Price for such Preferred Security
(such amount being such Person's capital contribution to the Partnership).

(e) No Limited Partner shall at any time be required to
make any additional capital contributions to the Partnership.

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<PAGE> 14
Section 3.2 Preferred Security Holder's Interest Represented by
Preferred Securities. A Preferred Security Holder's interest in the
Partnership shall be represented by the Preferred Securities held by such
Preferred Security Holder. Each Preferred Security Holder's respective
Preferred Securities shall be set forth on the books and records of the
Partnership. Each Limited Partner, including a Preferred Security Holder,
hereby agrees that its interest in the Partnership and in its Preferred
Securities shall for all purposes be personal property. No Limited Partner,
including a Preferred Security Holder, shall have an interest in specific
Partnership property.

Section 3.3 Capital Accounts. An individual capital account (a
"Capital Account") shall be established and maintained on the books of the
Partnership for each Partner in compliance with Treasury Regulations Section
Section 1.704-1(b)(2)(iv) and 1.704-2, as amended. Subject to the preceding
sentence, each Capital Account will be credited with the capital contributions
made and the profits allocated to such Partner (or predecessor in interest) and
debited by the distributions made and losses allocated to such Partner (or
predecessor in interest).

Section 3.4 Interest on Capital Contributions. No Partner shall be
entitled to interest on or with respect to any capital contribution to the
Partnership.

Section 3.5 Withdrawal and Return of Capital Contributions. No
Partner shall be entitled to withdraw any part of such Partner's capital
contribution to the Partnership or to receive any distributions from the
Partnership, except as provided in this Agreement.

ARTICLE IV

ALLOCATIONS

Section 4.1 Profits and Losses. Except as provided in Section 4.2,

(a) the Partnership's Net Income for each calendar month
shall be allocated as follows:

(i) First, to the Holders of each series of
Preferred Securities as of the record date in such calendar month for
the payment of Dividends on such series of Preferred Securities in an
amount equal to the excess of (x) all Dividends accrued on such series
of Preferred Securities (in accordance with the Action creating such
series) from their date of issuance through and including the close of
such calendar month over (y) the amount of Net Income allocated to the
Holders of such series of Preferred

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<PAGE> 15
Securities pursuant to this Section 4.1(a)(i) in all prior calendar
months; provided, however, that (A) as to any series of Preferred
Securities as to which Dividends are not cumulative, no Dividend shall
be deemed to accrue until the Partnership has actually paid (or set
aside money to pay) such Dividend and (B) Dividends as to Preferred
Securities that are cumulative and are not payable at the end of each
calendar month shall be deemed to accrue in a manner consistent with
the Action creating such Preferred Securities. Amounts allocated to
all Holders of any series of Preferred Securities shall be allocated
among such Holders in proportion to the number of Preferred Securities
of such series held by such Holders.

(ii) Second, to the Holders of each series of
Preferred Securities up to an amount equal to the Loss Carried Forward
Amount for such series as of the first day of such month. Amounts
allocated to all Holders of any series of Preferred Securities shall
be allocated among such Holders in proportion to the number of
Preferred Securities of such series held by such Holders.

(iii) Any remaining Net Income shall be allocated to
the General Partner.

(b) The Partnership's Net Loss for any calendar month
shall be allocated as follows:

(i) First, to the General Partner until the
General Partner's Capital Account is reduced to zero; provided,
however, that the aggregate amount of Net Losses allocated to the
General Partner pursuant to this Section 4.1(b)(i) shall not exceed
the sum of 3% of the total capital contributions of all Partners plus
the aggregate Net Income allocated to the General Partner pursuant to
thisSection 4.1.

(ii) Second, to the Holders of each series of
Preferred Securities in proportion to the aggregate Capital Account
balances of the Holders of such series of Preferred Securities
(calculated taking into account only contributions, distributions and
allocations related to such series), until the Capital Account
balances of such Holders are reduced to zero; provided, however, that
the General Partner shall make appropriate adjustments in these
allocations in accordance with Section 4.1(c) with respect to any
Preferred Securities as to which Net Income has been allocated with
respect to Dividends that accrued but were not paid. Amounts
allocated to the Holders of any series of Preferred Securities shall
be allocated among such Holders in proportion to the number of
Preferred Securities of such series held by such Holders.

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(iii) Any remaining Net Loss shall be allocated to
the General Partner.

(c) The General Partner shall make such changes to the
allocations in Sections 4.1(a) and 4.1(b) in the year of the Partnership's
liquidation as it deems reasonably necessary so that amounts distributed to the
Preferred Security Holders in such year in accordance with Section 11.4(ii)
shall equal their Liquidation Distributions; provided, however, that no
allocation pursuant to this Section 4.1(c) may result in the General Partner
being required to make any capital contributions pursuant to Section 3.1.

Section 4.2 Other Allocation Provisions.

(a) For purposes of determining the profits, losses or
any other items allocable to any period, profits, losses and any such other
items shall be determined on a daily, monthly or other basis, as determined by
the General Partner using any method that is permissible under Section 704 of
the Code and the Treasury Regulations.

(b) The Partners are aware of the income tax consequences
of the allocations made by this Article IV and hereby agree to be bound by the
provisions of this Article IV in reporting their shares of Partnership income
and loss for income tax purposes.

(c) Notwithstanding anything to the contrary that may be
expressed or implied in this Article IV, the interest of the General Partner in
each item of income, gain, loss, deduction and credit will be equal to at least
(i) at any time that aggregate capital contributions to the Partnership are
equal to or less than $50,000,000, 1% of each such item and (ii) at any time
that aggregate capital contributions to the Partnership are greater than
$50,000,000, 1%, multiplied by a fraction (not exceeding one and not less than
0.2), the numerator of which is $50,000,000 and the denominator of which is the
lesser of the aggregate Capital Account balances of the Capital Accounts of all
Partners at such time and the aggregate capital contributions to the
Partnership of all Partners at such time, of such item.

(d) (i) If during any taxable year, a Partner
unexpectedly receives an adjustment, allocation or distribution described in
Treasury Regulations Sections 1.704-1(b)(2)(ii) (d)(4), (5) or (6), which
causes or increases a deficit balance in the Partner's Adjusted Capital Account
(as defined below), there shall be allocated to the Partner items of
Partnership income and gain (consisting of a pro rata portion of each item of
Partnership income, including gross income and gain for such year) in an amount
and manner sufficient to eliminate such deficit. The foregoing is intended to
be a "qualified income

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<PAGE> 17
offset" provision as described in Treasury Regulations Section
1.704-1(b)(2)(ii)(d) and shall be interpreted and applied in all respects in
accordance with that Regulation.

A Partner's Adjusted Capital Account" at any time shall equal the
Partner's Capital Account at such time (x) increased by the sum of (A) the
amount of the Partner's share of Partnership minimum gain (as defined in
Treasury Regulations Sections 1.704- 2(g)(1) and (3)) and (B) the amount of the
Partner's share of the minimum gain attributable to a "partner nonrecourse
debt" (as defined in Treasury Regulations Section 1.704-2(i)(5)) and (y)
decreased by reasonably expected adjustments, allocations and distributions
described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and
(6).

(ii) While this Agreement does not provide certain
provisions required by Treasury Regulations Sections 1.704-1(b) and 1.704-2
because those provisions apply to transactions that are not expected to occur,
the Partners intend that the allocations under Section 4.1 conform to Treasury
Regulations Sections 1.704-1(b) and 1.704-2 (including, without limitation, the
minimum gain chargeback, chargeback of partner nonrecourse debt minimum gain
and partner nonrecourse debt provisions of such Regulation), and the General
Partner shall make such changes in the allocations under Section 4.1 as it
believes are reasonably necessary to meet the requirements of such Treasury
Regulations.

(e) Solely for the purpose of adjusting the Capital
Accounts of the Partners, and not for tax purposes, if any property is
distributed in kind to any Partner, the difference between its fair market
value and its book value at the time of distribution shall be treated as gain
or loss recognized by the Partnership and allocated pursuant to the provisions
of Section 4.1; provided, however, that Net Income and Net Loss allocated as a
result of the distribution of any series of Junior Subordinated Debentures to
the Holders of any series of Preferred Securities or to the General Partner (or
both) shall be allocated to the Partner receiving the Junior Subordinated
Debentures in proportion to the amount of Junior Subordinated Debentures
distributed to them. For this purpose, the fair market value of any property
shall be determined by the General Partner in its sole discretion; provided,
however, that the value of any Junior Subordinated Debenture shall at all times
be treated as equal to the value of any Preferred Security if the interest rate
on and principal amount of the Junior Subordinated Debenture is the same as the
Dividend payable on and the liquidation preference with respect to the
Preferred Security.

(f) Notwithstanding the provisions of Section 4.1 hereof, to the
extent that the General Partner makes any payment pursuant

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<PAGE> 18
to Section 9.10, any deduction associated with such payment shall be specially
allocated to the General Partner.

Section 4.3 Allocations for Income Tax Purposes. The income, gains,
losses, deductions and credits of the Partnership shall be allocated in the
same manner as the items entering into the computation of Net Income and Net
Loss were allocated under Sections 4.1 and 4.2; provided, however, that solely
for federal, state and local income and franchise tax purposes and not for book
or Capital Account purposes, income, gain, loss and deduction with respect to
any property properly carried on the Partnership's books at a value other than
the tax basis of such property shall be allocated in a manner determined in the
General Partner's discretion, so as to take into account (consistently with
Code Section 704(c) principles) the difference between such property's book
value and its tax basis.

Section 4.4 Withholding. The Partnership shall comply with
withholding requirements under federal, state and local law and shall remit
amounts withheld to and file required forms with applicable jurisdictions. To
the extent that the Partnership is required to withhold and pay over any
amounts to any authority with respect to distributions or allocations to any
Partner, the amount withheld shall be deemed to be a distribution in the amount
of the withholding to the Partner. In the event of any claimed
overwithholding, Partners shall be limited to an action against the applicable
jurisdiction. If the amount withheld was not withheld from actual
distributions, the Partnership may reduce subsequent distributions by the
amount of such withholding. Each Partner agrees to furnish the Partnership
with any representations and forms as shall reasonably be requested by the
Partnership to assist it in determining the extent of, and in fulfilling, its
withholding obligations.

ARTICLE V

DIVIDENDS

Section 5.1 Dividends. Limited Partners shall receive periodic
Dividends, if any, redemption payments and liquidation distributions in
accordance with the applicable terms of the Preferred Securities. Subject to
the rights of the Preferred Securities, all remaining cash shall be distributed
to the General Partner at such time as the General Partner shall determine.

Section 5.2 Limitations on Distributions. Notwithstanding any
provision to the contrary contained in this Agreement, the Partnership shall
not make a distribution to any Partner on account of its interest in the
Partnership if such distribution would violate Section 17-607 of the Act or
other applicable law.

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ARTICLE VI

ISSUANCE OF PREFERRED SECURITIES

Section 6.1 General Provisions Regarding Preferred Securities.

(a) The aggregate number of Preferred Securities which
the Partnership shall have authority to issue is unlimited.

(b) The General Partner on behalf of the Partnership is
authorized to issue from time to time limited partner interests in the
Partnership (the "Preferred Securities") in one or more series having such
designations, rights, privileges, restrictions, preferences and other terms and
provisions as may from time to time be established in a written action or
actions (each, an "Action") of the General Partner providing for the issue of
such series. In connection with the foregoing, the General Partner is
expressly authorized, prior to issuance, to set forth in an Action or Actions
providing for the issue of such series, the following:

(i) the distinctive designation of such series
which shall distinguish it from other series;

(ii) the number of Preferred Securities included in
such series, which number may be increased or decreased from time to
time unless otherwise provided by the General Partner in creating the
series;

(iii) the annual Dividend rate (or method of
determining such rate) for Preferred Securities of such series and the
date or dates upon which such Dividends shall be payable, provided,
however, Dividends on any series of Preferred Securities shall be
payable on a monthly basis to Holders of such series of Preferred
Securities as of a record date in each month during which such series
of Preferred Securities are outstanding;

(iv) whether Dividends on the Preferred Securities
of such series shall be cumulative, and, in the case of Preferred
Securities of any series having cumulative Dividend rights, the date
or dates or method of determining the date or dates from which
Dividends on the Preferred Securities of such series shall be
cumulative;

(v) the amount or amounts which shall be paid out
of the assets of the Partnership to the Holders of the Preferred
Securities of such series upon voluntary or involuntary dissolution,
winding up or termination of the Partnership;

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(vi) the price or prices at which, the period or
periods within which, and the terms and conditions upon which, the
Preferred Securities of such series may be redeemed or purchased, in
whole or in part, at the option of the Partnership or the General
Partner;

(vii) the obligation, if any, of the Partnership to
purchase or redeem Preferred Securities of such series and the price
or prices at which, the period or periods within which, and the terms
and conditions upon which, the Preferred Securities of such series
shall be purchased or redeemed, in whole or in part, pursuant to such
obligation;

(viii) the voting rights, if any, of the Preferred
Securities of such series in addition to those required by law,
including the number of votes per Preferred Security and any
requirement for the approval by the Holders of Preferred Securities,
or of the Preferred Securities of one or more series, or of both, as a
condition to specified action or amendments to this Agreement; and

(ix) any other relative rights, powers, preferences
or limitations of the Preferred Securities of the series not
inconsistent with this Agreement or with applicable law.

(c) In connection with the foregoing and without limiting
the generality thereof, the General Partner is hereby expressly authorized,
without the vote or approval of any Limited Partner, including any Preferred
Security Holder, (i) to take any Action to create under the provisions of this
Agreement a series of Preferred Securities that was not previously outstanding
and (ii) to admit Preferred Security Holders as limited partners of the
Partnership. Without the vote or approval of any Limited Partner, including
any Preferred Security Holder, the General Partner may execute, swear to,
acknowledge, deliver, file and record whatever documents may be required in
connection with the issue from time to time of Preferred Securities in one or
more series as shall be necessary, convenient or desirable to reflect the issue
of such series. The General Partner shall do all things it deems to be
appropriate or necessary to comply with the Act and is authorized and directed
to do all things it deems to be necessary or permissible in connection with any
future issuance, including compliance with any statute, rule, regulation or
guideline of any federal, state or other governmental agency or any securities
exchange.

(d) Any Action or Actions taken by the General Partner
pursuant to the provisions of this Section 6.1 shall be deemed an amendment and
supplement to and part of this Agreement.

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(e) The payment of Dividends and payments on dissolution
of the Partnership or on redemption in respect of Preferred Securities shall be
guaranteed by Georgia Power pursuant to and to the extent set forth in the
Guarantee. The Preferred Security Holders hereby authorize the General Partner
to hold the Guarantee on behalf of the Preferred Security Holders. In the
event of the appointment of a Special Representative to, among other things,
enforce the Guarantee, the Special Representative may take possession of the
Guarantee for such purpose. If no Special Representative has been appointed to
enforce the Guarantee, the General Partner has the right to enforce the
Guarantee on behalf of the Preferred Security Holders. The Holders of not less
than a majority in liquidation preference of the Preferred Securities have the
right to direct the time, method and place of conducting any proceeding for any
remedy available in respect of the Guarantee including the giving of directions
to the General Partner or the Special Representative, as the case may be. If
the General Partner or the Special Representative fails to enforce the
Guarantee as above provided, a Preferred Security Holder may institute a legal
proceeding directly against the guarantor under the Guarantee to enforce its
rights under the Guarantee, without first instituting a legal proceeding
against the Partnership or any other Person. The Preferred Security Holders,
by acceptance of such Preferred Securities, thereby agree to the subordination
provisions and other terms of the Guarantee.

(f) The proceeds received by the Partnership from the
issuance of any series of Preferred Securities, together with the proceeds of
any capital contribution of the General Partner made at the time of such
issuance, shall be invested by the Partnership in Junior Subordinated
Debentures with (A) an aggregate principal amount equal to such aggregate
proceeds and (B) an interest rate equal to the Dividend rate of such series of
Preferred Securities.

(g) So long as any series of Junior Subordinated
Debentures are held by the Partnership, the General Partner shall not (i)
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the
Trustee with respect to such series, (ii) waive any past default which is
waivable under Section 6.06 of the Indenture, (iii) exercise any right to
rescind or annul a declaration that the principal of all the Junior
Subordinated Debentures of such series shall be due and payable or (iv) consent
to any amendment, modification or termination of the Indenture without, in each
case, obtaining the prior approval of the Holders of at least 66-2/3% in
liquidation preference of all series of Preferred Securities who would be
affected thereby if their Preferred Securities were to be exchanged for Junior
Subordinated Debentures, acting as a single class; provided, however, that
where a consent under the

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Indenture would require the consent of each holder of Junior Subordinated
Debentures affected thereby, no such consent shall be given by the General
Partner without the prior consent of each Holder of all series of Preferred
Securities who would be affected thereby if its Preferred Securities were to be
exchanged for Junior Subordinated Debentures. The General Partner shall not
revoke any action previously authorized or approved by a vote of the Holders of
any series of Preferred Securities who would be affected thereby if their
Preferred Securities were to be exchanged for Junior Subordinated Debentures.
The General Partner shall notify all Holders of any series of Preferred
Securities of any notice of default received from the Trustee with respect to
the related series of Junior Subordinated Debentures.

(h) The Partnership may not issue any limited partner
interests in the Partnership (including, without limitation, any series of
Preferred Securities), unless such series of Preferred Securities ranks pari
passu with each other series of Preferred Securities then outstanding as
regards (A) participation in profits and Dividends of the Partnership and (E)
participation in the assets of the Partnership. All Preferred Securities shall
rank senior to the General Partner's Interest in respect of the right to
receive Dividends and the right to receive payments out of the assets of the
Partnership upon voluntary or involuntary dissolution, winding up or
termination of the Partnership. All Preferred Securities redeemed, purchased
or otherwise acquired by the Partnership (including Preferred Securities
surrendered for conversion or exchange) shall be canceled.

(i) No Holder of a Preferred Security shall be entitled
as a matter of right to subscribe for or purchase, or have any preemptive right
with respect to, any part of any new or additional issue of Preferred
Securities of any class whatsoever, or of securities convertible into any
Preferred Securities of any class whatsoever, whether now or hereafter
authorized and whether issued for cash or other consideration or by way of a
Dividend.

ARTICLE VII

BOOKS OF ACCOUNT, RECORDS AND REPORTS

Section 7.1 Books and Records. (a) Proper and complete records and
books of account of the Partnership shall be kept by the General Partner in
which shall be entered fully and accurately all transactions and other matters
relative to the Partnership's business as are usually entered into records and
books of account maintained by Persons engaged in businesses of a like
character, including a Capital Account for each Partner. The books and records
of the Partnership, together with a copy of this Agreement and a certified copy
of the Certificate, shall at

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all times be maintained at the principal office of the Partnership and shall be
open to the inspection and examination of any Limited Partner or its duly
authorized representative for any purpose reasonably related to its Interest
during reasonable business hours.

(b) Notwithstanding any other provision of this
Agreement, the General Partner may, to the maximum extent permitted by
applicable law, keep confidential from the Partners any information the
disclosure of which the General Partner reasonably believes is not in the best
interests of the Partnership or is adverse to the interests of the Partnership
or which the Partnership or the General Partner is required by law or by an
agreement with any Person to keep confidential.

(c) Within three months after the close of each Fiscal
Year, the General Partner shall transmit to each Partner, a statement
indicating such Partner's share of each item of Partnership income, gain, loss,
deduction or credit for such Fiscal Year for federal income tax purposes.

Section 7.2 Accounting Method. For both financial and tax reporting
purposes and for purposes of determining profits and losses, the books and
records of the Partnership shall be kept on the accrual method of accounting
applied in a consistent manner and shall reflect all Partnership transactions
and be appropriate and adequate for the Partnership's business.

ARTICLE VIII

POWERS, RIGHTS AND DUTIES OF THE LIMITED PARTNERS

Section 8.1 Limitations. The Limited Partners shall not participate
in the management or control of the Partnership's business, property or other
assets nor shall the Limited Partners transact any business for the
Partnership, nor shall the Limited Partners have the power to act for or bind
the Partnership, said powers being vested solely and exclusively in the General
Partner. The Limited Partners shall have such rights as are set forth herein,
including any Action, and as are set forth in the Guarantee and the Indenture.
The Limited Partners shall have no interest in the properties or assets of the
General Partner, or any equity therein, or in any proceeds of any sales thereof
(which sales shall not be restricted in any respect), by virtue of acquiring or
owning an Interest.

Section 8.2 Liability. Subject to the provisions of the Act, no
Limited Partner shall be liable for the repayment, satisfaction or discharge of
any debts or other obligations of the Partnership in excess of the Capital
Account balance of such Limited Partner.

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Section 8.3 Priority. No Limited Partner shall have priority over
any other Limited Partner as to Partnership allocations or distributions.

ARTICLE IX

POWERS, RIGHTS AND DUTIES OF THE GENERAL PARTNER

Section 9.1 Authority. Subject to the limitations provided in this
Agreement, the General Partner shall have exclusive and complete authority and
discretion to manage the operations and affairs of the Partnership and to make
all decisions regarding the business of the Partnership. Any action taken by
the General Partner shall constitute the act of and serve to bind the
Partnership. In dealing with the General Partner acting on behalf of the
Partnership, no Person shall be required to inquire into the authority of the
General Partner to bind the Partnership. Persons dealing with the Partnership
are entitled to rely conclusively on the power and authority of the General
Partner as set forth in this Agreement.

Section 9.2 Powers and Duties of General Partner. Except as
otherwise specifically provided herein, the General Partner shall have all
rights and powers of a general partner under the Act, and shall have all
authority, rights and powers in the management of the Partnership business to
do any and all other acts and things necessary, proper, convenient or advisable
to effectuate the purposes of this Agreement, including by way of illustration
but not by way of limitation, the following:

(a) to secure the necessary goods and services required
in performing the General Partner's duties for the Partnership;

(b) to exercise all powers of the Partnership, on behalf
of the Partnership, in connection with enforcing the Partnership's rights and
interest under the Junior Subordinated Debentures;

(d) to establish a record date with respect to all
actions to be taken hereunder that require a record date be established,
including with respect to Dividends and voting rights, and to make
determinations as to the payment of Dividends, and make all other required
payments to Preferred Security Holders and to the General Partner as the
Partnership's paying agent;

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<PAGE> 25
(e) to open, maintain and close bank accounts and to draw
checks and other orders for the payment of money;

(f) to bring or defend, pay, collect, compromise,
arbitrate, resort to legal action, or otherwise adjust claims or demands of or
against the Partnership;

(g) to deposit, withdraw, invest, pay, retain and
distribute the Partnership's funds in a manner consistent with the provisions
of this Agreement;

(h) to take all action which may be necessary or
appropriate for the preservation and the continuation of the Partnership's
valid existence, rights, franchises and privileges as a limited partnership
under the laws of the State of Delaware and of each other jurisdiction in which
such existence is necessary to protect the limited liability of the Limited
Partners or to enable the Partnership to conduct the business in which it is
engaged;

(i) to take all action not inconsistent with applicable
law, the Certificate or this Agreement as long as such action does not
adversely affect the interests of the Preferred Security Holders, necessary to
conduct its affairs and to operate the Partnership in such a way that the
Partnership would not be deemed an "investment company" required to be
registered under the Investment Company Act of 1940, as amended, or taxed as a
corporation for federal income tax purposes and so that the Junior Subordinated
Debentures will be treated as indebtedness of Georgia Power for federal income
tax purposes;

(j) to cause the Partnership to enter into and perform
from time to time, on behalf of the Partnership, one or more Underwriting
Agreements and one or more Pricing Agreements providing for the sale of
Preferred Securities and to cause the Partnership to purchase the Junior
Subordinated Debentures without any further act, vote or approval of any
Partner; and

(k) to execute and deliver any and all documents or
instruments, perform all duties and powers and do all things for and on behalf
of the Partnership in all matters necessary, desirable, convenient or
incidental to the foregoing.

Section 9.3 Liability. Except as expressly set forth in this
Agreement, (a) the General Partner shall not be personally liable for the
return of any portion of the capital contributions (or any return thereon) of
the Limited Partners; (b) the return of such capital contributions (or any
return thereon) shall be made solely from assets of the Partnership; and (c)
the General Partner shall not be required to pay to the Partnership or to any
Limited Partner any deficit in any Limited Partner's Capital Account upon
dissolution or otherwise.

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Section 9.4 Exculpation. (a) No Indemnified Person shall be liable,
responsible or accountable in damages or otherwise to the Partnership or any
Covered Person for any loss, damage or claim incurred by reason of any act or
omission performed or omitted by such Indemnified Person in good faith on
behalf of the Partnership and in a manner such Indemnified Person reasonably
believed to be within the scope of the authority conferred on such Indemnified
Person by this Agreement or by law except that an Indemnified Person shall be
liable for any such loss, damage or claim incurred by reason of such
Indemnified Person's gross negligence or willful misconduct with respect to
such acts or omissions.

(b) An Indemnified Person shall be fully protected in
relying in good faith upon the records of the Partnership and upon such
information, opinions, reports or statements presented to the Partnership by
any Person as to matters the Indemnified Person reasonably believes are within
such other Person's professional or expert competence and who has been selected
with reasonable care by or on behalf of the Partnership, including information,
opinions, reports or statements as to the value and amount of the assets,
liabilities, profits, losses, or any other facts pertinent to the existence and
amount of assets from which distributions to Partners might properly be paid.

Section 9.5 Fiduciary Duty. (a) To the extent that, at law or in
equity, an Indemnified Person has duties (including fiduciary duties) and
liabilities relating thereto to the Partnership or to any other Covered Person,
an Indemnified Person acting under this Agreement shall not be liable to the
Partnership or to any other Covered Person for its good faith reliance on the
provisions of this Agreement. The provisions of this Agreement, to the extent
that they restrict the duties and liabilities of an Indemnified Person
otherwise existing at law or in equity, are agreed by the parties hereto to
replace such other duties and liabilities of such Indemnified Person.

(b) Unless otherwise expressly provided herein, (i)
whenever a conflict of interest exists or arises between Covered Persons, or
(ii) whenever this Agreement or any other agreement contemplated herein or
therein provides that an Indemnified Person shall act in a manner that is, or
provides terms that are, fair and reasonable to the Partnership or any Partner,
the Indemnified Person shall resolve such conflict of interest, take such
action or provide such terms, considering in each case the relative interest of
each party (including its own interest) to such conflict, agreement,
transaction or situation and the benefits and burdens relating to such
interests, any customary or accepted industry practices, and any applicable
generally accepted accounting practices or principles. In the absence of bad
faith by the Indemnified Person, the resolution, action or term so made, taken
or provided by the Indemnified Person shall

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not constitute a breach of this Agreement or any other agreement contemplated
herein or of any duty or obligation of the Indemnified Person at law or in
equity or otherwise.

(c) Whenever in this Agreement an Indemnified Person is
permitted or required to make a decision (i) in its "discretion" or under a
grant of similar authority, the Indemnified Person shall be entitled to
consider such interests and factors as it desires, including its own interests,
and shall have no duty or obligation to give any consideration to any interest
of or factors affecting the Partnership or any other Person, or (ii) in its
"good faith" or under another express standard, the Indemnified Person shall
act under such express standard and shall not be subject to any other or
different standard imposed by this Agreement or by applicable law.

Section 9.6 Indemnification. (a) To the fullest extent permitted by
applicable law, the Partnership shall indemnify and hold harmless each
Indemnified Person from and against any loss, damage or claim incurred by such
Indemnified Person by reason of any act or omission performed or omitted by
such Indemnified Person in good faith on behalf of the Partnership and in a
manner such Indemnified Person reasonably believed to be within the scope of
authority conferred on such Indemnified Person by this Agreement, except that
no Indemnified Person shall be entitled to be indemnified in respect of any
loss, damage or claim incurred by such Indemnified Person by reason of gross
negligence or willful misconduct with respect to such acts or omissions;
provided, however, that any indemnity under this Section 9.6 shall be provided
out of and to the extent of Partnership assets only, and no Covered Person
shall have any personal liability on account thereof.

(b) To the fullest extent permitted by applicable law,
expenses (including legal fees) incurred by an Indemnified Person in defending
any claim, demand, action, suit or proceeding shall, from time to time, be
advanced by the Partnership prior to the final disposition of such claim,
demand, action, suit or proceeding upon receipt by the Partnership of an
undertaking by or on behalf of the Indemnified Person to repay such amount if
it shall be determined that the Indemnified Person is not entitled to be
indemnified as authorized in Section 9.6(a).

Section 9.7 Outside Businesses. Any Covered Person may engage in or
possess an interest in other business ventures of any nature or description,
independently or with others, similar or dissimilar to the business of the
Partnership, and the Partnership and the Partners shall have no rights by
virtue of this Agreement in and to such independent ventures or the income or
profits derived therefrom and the pursuit of any such venture, even if
competitive with the business of the Partnership, shall not be deemed wrongful
or improper. No Covered Person shall be

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obligated to present any particular investment or other opportunity to the
Partnership even if such opportunity is of a character that, if presented to
the Partnership, could be taken by the Partnership, and any Covered Person
shall have the right to take for its own account (individually or as a partner
or fiduciary) or to recommend to others any such particular investment or other
opportunity.

Section 9.8 Limits on General Partner's Powers.
Anything in this Agreement to the contrary notwithstanding, the General Partner
shall not cause or permit the Partnership to

(a) acquire any assets other than as expressly provided
herein;

(b) possess Partnership property for other than a
Partnership purpose;

(d) make any loans to the General Partner or its
Affiliates, other than loans represented by the Junior Subordinated Debentures
or other similar debt instruments of Georgia Power;

(e) perform any act that would subject any Limited
Partner to liability as a general partner in any jurisdiction;

(f) engage in any activity that is not consistent with
the purposes of the Partnership, as set forth in Section 1.3;

(g) confess a judgment against the Partnership;

(h) without the written consent of 66-2/3% in liquidation
preference of the outstanding Preferred Securities have an order for relief
entered with respect to the Partnership or commence a voluntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or consent to the entry of an order for relief in an involuntary case
under any such law, or consent to the appointment of or taking possession by a
receiver, trustee or other custodian for all or a substantial part of the
Partnership's property, or make any assignment for the benefit of creditors of
the Partnership; it being understood that nothing in this paragraph (h) is to
affect the ability of the Partnership to dissolve pursuant to this Agreement;
or

(i) subject to Section 1.3, borrow money or become liable
for the borrowings of any third party or engage in any financial or other trade
or business.

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Section 9.9 Tax Matters Partner. (a) For purposes of Code Section
6231(a)(7), the "Tax Matters Partner" shall be Georgia Power as long as it
remains the general partner of the Partnership. The Tax Matters Partner shall
keep the Limited Partners fully informed of any inquiry, examination or
proceeding involving any taxing authority.

(b) The General Partner shall not make an election in
accordance with Section 754 of the Code.

(c) The General Partner and the Preferred Security
Holders acknowledge that they intend, for United States federal income tax
purposes, that the Partnership shall be treated as a partnership and that the
General Partner and the Preferred Security Holders shall be treated as partners
of the Partnership for such purposes.

Section 9.10 Expenses. (a) The General Partner shall pay for all, and
the Partnership shall not be obligated to pay, directly or indirectly, for any,
costs and expenses of the Partnership (including, but not limited to, costs and
expenses relating to the organization of, and offering of limited partner
interests in, the Partnership and costs and expenses relating to the operation
of the Partnership, including without limitation, costs and expenses of
accountants, attorneys, statistical or bookkeeping services and computing or
accounting equipment, paying agent(s), registrar(s), transfer agent(s),
duplicating, travel and telephone and costs and expenses incurred in connection
with the acquisition, financing, and disposition of Partnership assets).

(b) The General Partner will pay any and all taxes (other
than United States withholding taxes) and all liabilities, costs and expenses
with respect to such taxes of the Partnership.

ARTICLE X

TRANSFERS OF INTERESTS BY PARTNERS

Section 10.1 Transfer of Interests. (a) Preferred Securities shall be
freely transferable by a Preferred Security Holder.

(b) The General Partner may not assign its interest in
the Partnership in whole or in part under any circumstances except to a
successor of Georgia Power as permitted under the Indenture. The admission of
such successor as a general partner of the Partnership shall be effective upon
the filing of an amendment to the Certificate with the Secretary of State of
the State of Delaware which indicates that such successor has been admitted as
a general partner in the Partnership. If the General

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Partner assigns its entire Interest to a successor of Georgia Power as
permitted under the Indenture, the General Partner shall cease to be a general
partner in the Partnership simultaneously with the admission of the successor
as a general partner in the Partnership. Any such successor general partner in
the Partnership is hereby authorized to and shall continue the business of the
Partnership without dissolution.

(c) No Interest shall be transferred, in whole or in
part, except in accordance with the terms and conditions set forth in this
Agreement. Any transfer or purported transfer of any Interest not made in
accordance with this Agreement shall be null and void.

Section 10.2 Transfer of LP Certificates. The General Partner shall
provide for the registration of LP Certificates and of transfers of LP
Certificates. Upon surrender for registration of transfer of any LP
Certificate, the General Partner shall cause one or more new LP Certificates to
be issued in the name of the designated transferee or transferees. Every LP
Certificate surrendered for registration of transfer shall be accompanied by a
written instrument of transfer in form satisfactory to the General Partner duly
executed by the Preferred Security Holder or such Holder's attorney duly
authorized in writing. Each LP Certificate surrendered for registration of
transfer shall be canceled by the General Partner. A transferee of an LP
Certificate shall be admitted to the Partnership as a Limited Partner and shall
be entitled to the rights and subject to the obligations of a Preferred
Security Holder hereunder upon the receipt by such transferee of an LP
Certificate. By acceptance of an LP Certificate, each transferee shall be
deemed to have requested admission as a Limited Partner and to have agreed to
be bound by this Agreement. The transferor of an LP Certificate, in whole,
shall cease to be a Limited Partner at the time that the transferee of such LP
Certificate is admitted to the Partnership as a Limited Partner in accordance
with this Section 10.2.

Section 10.3 Persons Deemed Preferred Security Holders. The
Partnership may treat the Person in whose name any LP Certificate shall be
registered on the books and records of the Partnership as the sole holder of
such LP Certificate and of the Preferred Securities represented by such LP
Certificate (the "Preferred Security Holder") for purposes of receiving
Dividends and for all other purposes whatsoever and, accordingly, shall not be
bound to recognize any equitable or other claim to or interest in such LP
Certificate or in the Preferred Securities represented by such LP Certificate
on the part of any other Person, whether or not the Partnership shall have
actual or other notice thereof.

Section 10.4 Book Entry Interests. Unless otherwise specified in the
Action with respect to any series of Preferred Securities, the LP Certificates,
on original issuance, will be

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issued in the form of a global LP Certificate or LP Certificates representing
the Book Entry Interests, to be delivered to DTC, the initial Clearing Agency,
by, or on behalf of, the Partnership. Such LP Certificate or LP Certificates
shall initially be registered on the books and records of the Partnership in
the name of Cede & Co., the nominee of DTC, and no Preferred Security
Beneficial Owner will receive a definitive LP Certificate representing such
Preferred Security Beneficial Owner's interests in such LP Certificate, except
as provided in Section 10.7. Unless and until definitive, fully registered LP
Certificates (the "Definitive LP Certificates") have been issued to the
Preferred Security Beneficial Owners pursuant to Section 10.7:

(i) The provisions of this Section shall be in
full force and effect;

(ii) The Partnership and the General Partner shall
be entitled to deal with the Clearing Agency for all purposes of this
Agreement (including the payment of Dividends on the LP Certificates
and receiving approvals, votes or consents hereunder) as the Preferred
Security Holder and the sole holder of the LP Certificates and shall
have no obligation to the Preferred Security Beneficial Owners;

(iii) To the extent that the provisions of this
Section conflict with any other provisions of this Agreement, the
provisions of this Section shall control; and

(iv) The rights of the Preferred Security
Beneficial Owners shall be exercised only through the Clearing Agency
and shall be limited to those established by law and agreements
between such Preferred Security Beneficial Owners and the Clearing
Agency and/or the Clearing Agency Participants. DTC will make book
entry transfers among the Clearing Agency Participants and receive and
transmit payments of Dividends on the LP Certificates to such Clearing
Agency Participants.

Section 10.5 Notices to Clearing Agency. Whenever a notice or other
communication to the Preferred Security Holders is required under this
Agreement, unless and until Definitive LP Certificates shall have been issued
to the Preferred Security Beneficial Owners pursuant to Section 10.7, the
General Partner shall give all such notices and communications specified herein
to be given to the Preferred Security Holders to the Clearing Agency, and shall
have no obligations to the Preferred Security Beneficial Owners.

Section 10.6 Appointment of Successor Clearing Agency. If any
Clearing Agency elects to discontinue its services as

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<PAGE> 32
securities depository with respect to the Preferred Securities, the General
Partner may, in its sole discretion, appoint a successor Clearing Agency with
respect to the Preferred Securities.

Section 10.7 Definitive LP Certificates; Appointment of Paying
Agent(s). If (i) a Clearing Agency elects to discontinue its services as
securities depository with respect to the Preferred Securities and a successor
Clearing Agency is not appointed within 90 days after such discontinuance
pursuant to Section 10.6 or (ii) the Partnership elects to terminate the book
entry system through the Clearing Agency, then (a) Definitive LP Certificates
shall be prepared by the Partnership and (b) the General Partner shall
authorize one or more Persons (each, a "Paying Agent") to pay Dividends,
redemption payments or liquidation payments on behalf of the Partnership with
respect to the Preferred Securities. Upon surrender of the global LP
Certificate or LP Certificates representing the Book Entry Interests by the
Clearing Agency, accompanied by registration instructions, the General Partner
shall cause Definitive LP Certificates to be delivered to Preferred Security
Beneficial Owners in accordance with the instructions of the Clearing Agency.
Neither the General Partner nor the Partnership shall be liable for any delay
in delivery of such instructions and each of them may conclusively rely on, and
shall be protected in relying on, such instructions. Any Person receiving a
Definitive LP Certificate in accordance with this Article X shall be admitted
to the Partnership as a Limited Partner upon receipt of such Definitive LP
Certificate and shall be registered on the books and records of the Partnership
as a Preferred Security Holder. The Clearing Agency or the nominee of the
Clearing Agency, as the case may be, shall cease to be a Limited Partner under
this Section 10.7 at the time that at least one additional Person is admitted
to the Partnership as a Limited Partner in accordance with this Section 10.7.
The Definitive LP Certificates shall be printed, lithographed or engraved or
may be produced in any other manner as is reasonably acceptable to the General
Partner, as evidenced by its execution thereof.

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ARTICLE XI

WITHDRAWAL; DISSOLUTION; LIQUIDATION AND
DISTRIBUTION OF ASSETS

Section 11.1 Withdrawal of Partners. Subject to the further
provisions of this Section 11.1 and except as provided in Article X, no Partner
shall at any time withdraw from the Partnership. Any Partner withdrawing in
contravention of this Section 11.1 shall indemnify, defend and hold harmless
the Partnership and the other Partners from and against any losses, expenses,
judgments, fines, settlements or damages suffered or incurred by the
Partnership or such other Partners arising out of or resulting from such
withdrawal. No permitted transfer of all or any portion of a Partner's
Interest in the Partnership in accordance with Article X shall constitute a
withdrawal in violation of this Section 11.1. Further, the withdrawal of a
Holder in connection with the redemption of its entire Interest in the
Partnership, in accordance with the terms hereof or of an Action, shall not
constitute a violation of this Section 11.1.

Section 11.2 Dissolution of the Partnership. (a) The Partnership
shall not be dissolved by the admission of additional or successor Partners in
accordance with the terms of this Agreement. The death, withdrawal, bankruptcy
or dissolution of a Limited Partner, or the occurrence of any other event which
terminates the Interest of a Limited Partner in the Partnership, shall not, in
and of itself, cause the Partnership to be dissolved and its affairs wound up.
To the fullest extent permitted by applicable law, upon the occurrence of such
event, the General Partner may, without any further act, vote or approval of
any Partner, admit any Person to the Partnership as an additional or substitute
limited partner in the Partnership, which admission shall be effective as of
the date of the occurrence of such event, and the business of the Partnership
shall be continued without dissolution.

(b) The Partnership shall be dissolved and its affairs
shall be wound up upon the occurrence of any of the following events:

(i) the expiration of the term of the Partnership,
as provided in Section 1.4 hereof;

(ii) upon the bankruptcy of the General Partner;

(iii) upon the assignment by the General Partner of
its entire interest in the Partnership when the assignee is not
admitted to the Partnership as a general partner of the Partnership in
accordance with Section 10.1, or the filing of a certificate of
dissolution or its equivalent with respect to the General Partner, or
the revocation of

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the General Partner's charter and the expiration of 90 days after the
date of notice to the General Partner of revocation without a
reinstatement of its charter, or any other event occurs (other than
the bankruptcy of the General Partner) which causes the General
Partner to cease to be a general partner of the Partnership under the
Act, unless the business of the Partnership is continued in accordance
with the Act (any remaining general partner of the Partnership is
hereby authorized to and shall continue the business of the
Partnership without dissolution);

(iv) in accordance with any Action;

(v) on the entry of a decree of judicial
dissolution under Section 17-802 of the Act; or

(vi) upon the written consent of all Partners.

(c) Upon dissolution of the Partnership, the Liquidator
(as defined below) shall promptly notify the Partners of such dissolution.

Section 11.3 Liquidation. (a) In the event of the dissolution of the
Partnership for any reason, the General Partner (or, if the Partnership is
dissolved pursuant to Section 11.2(b)(ii) or (iii), then a liquidating trustee
appointed by 66-2/3% in liquidation preference of the Preferred Securities (the
General Partner or such Person so appointed is hereinafter referred to as the
"Liquidator")) shall commence to wind up the affairs of the Partnership and to
liquidate the Partnership's assets; provided, however, that a reasonable time
shall be allowed for the orderly liquidation of the assets of the Partnership
and the satisfaction of liabilities to creditors so as to enable the Partners
to minimize the normal losses attendant upon liquidation. The Partners shall
continue to share all income, losses and distributions during the period of
liquidation in accordance with Articles IV and V. Subject to the provisions of
this Article XI, the Liquidator shall have full right and unlimited discretion
to determine the time, manner and terms of any sale or sales of Partnership
property pursuant to such liquidation, giving due regard to the activity and
condition of the relevant market and general financial and economic conditions.

(b) The Liquidator shall have all of the rights and
powers with respect to the assets and liabilities of the Partnership in
connection with the liquidation and winding up of the Partnership that the
General Partner would have with respect to the assets and liabilities of the
Partnership during the term of the Partnership, and the Liquidator is hereby
expressly authorized and empowered to execute any and all documents

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necessary or desirable to effectuate the liquidation and winding up of the
Partnership and the transfer of any assets.

(c) Notwithstanding the foregoing, a Liquidator which is not
the General Partner shall not, by virtue of acting in such capacity, be deemed
a Partner in the Partnership or have any of the economic interests in the
Partnership of a Partner; and such Liquidator may be compensated for its
services to the Partnership at normal, customary and competitive rates for its
services to the Partnership as reasonably determined by a majority in
liquidation preference of the Preferred Securities.

Section 11.4 Distribution in Liquidation. Upon the winding up of the
Partnership, the assets of the Partnership shall be distributed in the
following order of priority:

(i) to creditors of the Partnership, including
Partners who are creditors, to the extent otherwise permitted by law,
in satisfaction of the liabilities of the Partnership (whether by
payment or the making of reasonable provision for payment thereof);

(ii) to the Holders of each series of Preferred
Securities in accordance with the terms of the Action establishing
such series of Preferred Securities; and

(iii) to the remaining Partners in proportion to
such Partners' positive Capital Account balances.

Section 11.5 Rights of Limited Partners. Each Limited Partner shall
look solely to the assets of the Partnership for all distributions with respect
to the Partnership and such Partner's capital contribution (including return
thereof), and such Partner's share of profits or losses thereof, and shall have
no recourse therefor (upon dissolution or otherwise) against the General
Partner. No Partner shall have any right to demand or receive property other
than cash upon dissolution and termination of the Partnership.

Section 11.6 Termination. The Partnership shall terminate when all of
the assets of the Partnership shall have been disposed of and the assets shall
have been distributed as provided in Section 11.4, and the Liquidator has
executed and caused to be filed a certificate of cancellation of the
Certificate.

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<PAGE> 36
ARTICLE XII

AMENDMENTS AND MEETINGS

Section 12.1 Amendments. Except as otherwise provided in this
Agreement or by any applicable terms of any Action establishing a series of
Preferred Securities, this Agreement may be amended by, and only by, a written
instrument executed by the General Partner; provided, however, that (i) no
amendment shall be made, and any such purported amendment shall be void and
ineffective, to the extent the result thereof would be to cause the Partnership
to be treated as anything other than a partnership for purposes of United
States income taxation and (ii) any amendment which would adversely affect the
rights, privileges or preferences of any series of Preferred Securities may be
effected only as permitted by the terms of such series of Preferred Securities.

Section 12.2 Amendment of Certificate. In the event this Agreement
shall be amended pursuant to Section 12.1, the General Partner shall amend the
Certificate to reflect such change if it deems such amendment of the
Certificate to be necessary or appropriate.

Section 12.3 Meetings of the Partners. (a) Meetings of the Limited
Partners who are Holders of any series or, in the case of a class vote, of
multiple series of Preferred Securities may be called at any time by the
General Partner (or as provided in any Action establishing a series of
Preferred Securities) to consider and act on any matter on which Limited
Partners are entitled to act under the terms of this Agreement or the Act. The
General Partner shall call a meeting of Holders of any series or, in the case
of a class vote, multiple series, if directed to do so by Holders of not less
than 10% in liquidation preference of the Preferred Securities of that series.
Such direction shall be given by delivering to the General Partner one or more
calls in writing stating that the signing Limited Partners wish to call a
meeting and indicating the general or specific purpose for which the meeting is
to be called. Any Limited Partners calling a meeting shall specify in writing
the LP Certificates held by the Limited Partners exercising the right to call a
meeting and only those specified Interests shall be counted for purposes of
determining whether the required percentage set forth in the second sentence of
this paragraph has been met. Except to the extent otherwise provided in any
such Action, the following provisions shall apply to meetings of Partners.

(b) Notice of any such meeting shall be given to all
Limited Partners having a right to vote thereat not less than 7 Business Days
nor more than 60 days prior to the date of such meeting. Whenever a vote,
consent or approval of Limited Partners is permitted or required under this
Agreement, such vote,

32
<PAGE> 37
consent or approval may be given at a meeting of Limited Partners. Further,
any action that may be taken at a meeting of the Limited Partners may be taken
without a meeting if a consent in writing setting forth the action so taken is
signed by Limited Partners owning not less than the minimum Interests that
would be necessary to authorize or take such action at a meeting at which all
Limited Partners having a right to vote thereon were present and voting.
Prompt notice of the taking of action without a meeting shall be given to the
Limited Partners entitled to vote who have not consented in writing. The
General Partner may specify that any written ballot submitted to the Limited
Partners for the purpose of taking any action without a meeting shall be
returned to the Partnership within the time specified by the General Partner.

(c) Each Limited Partner may authorize any Person to act
for it by proxy on all matters in which a Limited Partner is entitled to
participate, including waiving notice of any meeting, or voting or
participating at a meeting. No proxy shall be valid after the expiration of 11
months from the date thereof unless otherwise provided in the proxy. Every
proxy shall be revocable at the pleasure of the Limited Partner executing it.
Except as otherwise provided herein, in any Action or pursuant to Section
12.3(e), all matters relating to the giving, voting or validity of proxies
shall be governed by the General Corporation Law of the State of Delaware
relating to proxies, and judicial interpretations thereunder, as if the
Partnership were a Delaware corporation and the Limited Partners were
stockholders of a Delaware corporation.

(d) Each meeting of Partners shall be conducted by the
General Partner or by such other Person that the General Partner may designate.

(e) The General Partner, in its sole discretion, shall
establish all other provisions relating to meetings of Limited Partners,
including notice of the time, place or purpose of any meeting at which any
matter is to be voted on by any Limited Partners, waiver of any such notice,
action by consent without a meeting, the establishment of a record date, quorum
requirements, voting in person or by proxy or any other matter with respect to
the exercise of any such right to vote.

ARTICLE XIII

MISCELLANEOUS

Section 13.1 Notices. All notices provided for in this Agreement
shall be in writing, duly signed by the party giving such notice, and shall be
delivered, telecopied or mailed by registered or certified mail, as follows:

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<PAGE> 38
(a) if given to the Partnership, in care of the General
Partner at the Partnership's mailing address set forth below:

Georgia Power Capital, L.P.
c/o Georgia Power Company
333 Piedmont Avenue, N.E.
Atlanta, Georgia 30308
Attention: Corporate Secretary

with a copy to:

Southern Company Services, Inc.
64 Perimeter Center East
Atlanta, Georgia 30346
Attention: Corporate Finance Department

(b) if given to the General Partner, at its mailing address set
forth below:

Georgia Power Company
333 Piedmont Avenue, N.E.
Atlanta, Georgia 30308
Attention: Corporate Secretary

with a copy to:

Southern Company Services, Inc.
64 Perimeter Center East
Atlanta, Georgia 30346
Attention: Corporate Finance Department

All such notices shall be deemed to have been given, in the case of
the Partnership or the General Partner, when received, or in the case of any
other Partner, when delivered in person, telecopied with receipt confirmed or
mailed by registered or certified mail.

Section 13.2 Entire Agreement. This Agreement constitutes the entire
agreement among the parties. It supersedes any prior agreement or
understandings among them, and it may not be modified or amended in any manner
other than as set forth herein.

Section 13.3 Governing Law. This Agreement and the rights of the
parties hereunder shall be governed by and interpreted in accordance with the
law of the State of Delaware and all rights and remedies shall be governed by
such laws without regard to principles of conflict of laws.

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<PAGE> 39
Section 13.4 Effect. Except as herein otherwise specifically
provided, this Agreement shall be binding upon and inure to the benefit of the
parties and their legal representatives, successors and assigns.

Section 13.5 Pronouns and Number. Wherever from the context it
appears appropriate, each term stated in either the singular or the plural
shall include the singular and the plural, and pronouns stated in either the
masculine, feminine or neuter shall include the masculine, feminine and neuter.

Section 13.6 Captions and Headings. Captions and headings contained
in this Agreement are inserted only as a matter of convenience and in no way
define, limit or extend the scope or intent of this Agreement or any provision
hereof.

Section 13.7 Partial Enforceability. If any provision of this
Agreement, or the application of such provision to any Person or circumstance,
shall be held invalid, the remainder of this Agreement, or the application of
such provision to Persons or circumstances other than those to which it is held
invalid, shall not be affected thereby.

Section 13.8 Counterparts. This Agreement may contain more than one
counterpart of the signature page and this Agreement may be executed by the
affixing of the signature of each of the Partners to one of such counterpart
signature pages. All of such counterpart signatures pages shall be read as
though one, and they shall have the same force and effect as though all of the
signers had signed a single signature page.

Section 13.9 Waiver of Partition. Each Partner hereby irrevocably
waives any and all rights (if any) that such Partner may have to maintain any
action for partition of any of the Partnership's property.

Section 13.10 Remedies. The failure of any party to seek redress for
violation of, or to insist upon the strict performance of, any provision of
this Agreement shall not prevent a subsequent act, which would have originally
constituted a violation, from having the effect of an original violation. The
rights and remedies provided by this Agreement are cumulative and the use of
any one right or remedy by any party shall not preclude or waive its right to
use any or all other remedies. Said rights and remedies are given in addition
to any other rights the parties may have by law, statute, ordinance or
otherwise.

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<PAGE> 40
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above stated.

General Partner:

GEORGIA POWER COMPANY, a Georgia corporation

By: _______________________________
Name:__________________________
Title:_________________________

Initial Limited Partner:

GEORGIA POWER LP HOLDINGS CORP., a Georgia corporation

By: _______________________________
Name:__________________________
Title:_________________________

36
<PAGE> 41
Annex A

Certificate Number Number of Preferred Securities
R-1

CUSIP NO.

Certificate Evidencing Preferred Securities

Georgia Power Capital, L.P.

______ Preferred Securities, Series __
(liquidation preference $___ per Preferred Security)

Georgia Power Capital, L.P., a limited partnership formed under the
laws of the State of Delaware (the Partnership"), hereby certifies that
________________ (the "Holder") is the registered owner of ____________
(______) preferred securities of the Partnership representing limited partner
interests in the Partnership of a series designated the ______ Preferred
Securities, Series __ (liquidation preference $___ per Preferred Security) (the
"Series __ Preferred Securities"). The Series __ Preferred Securities are
fully paid and nonassessable limited partner interests in the Partnership, as
to which the limited partners of the Partnership who hold the Series __
Preferred Securities (the "Preferred Security Holders"), in their capacities as
limited partners of the Partnership, will, assuming such Preferred Security
Holders do not participate in the control of the business of the Partnership,
have no liability in excess of their obligations to make payments provided for
in the Limited Partnership Agreement (as defined below) and their share of the
Partnership's assets and undistributed profits (subject to the obligation of a
Preferred Security Holder to repay any funds wrongfully distributed to it) and
are transferable on the books and records of the Partnership, in person or by a
duly authorized attorney, upon surrender of this certificate duly endorsed and
in proper form for transfer. The designations, rights, privileges,
restrictions, preferences and other terms and provisions of the Series __
Preferred Securities are set forth in, and this certificate and the Series __
Preferred Securities represented hereby are issued and shall in all respects be
subject to the terms and provisions of, the Amended and Restated Agreement of
Limited Partnership of the Partnership dated as of ___________, 1994, as the
same may be amended from time to time (the "Limited Partnership Agreement")
including the Action of the General Partner dated ___________________ taken
pursuant thereto

<PAGE> 42

authorizing the issuance of the Series __ Preferred Securities and determining
the designations, rights, privileges, restrictions, preferences and other terms
and provisions regarding Dividends, voting, return of capital and otherwise,
and other matters relating to the Series ____ Preferred Securities.
Capitalized terms used herein but not defined shall have the meaning given them
in the Limited Partnership Agreement or the Action. The Holder is entitled to
the benefits of the Guarantee Agreement of Georgia Power Company, a Georgia
corporation ("Georgia Power"), dated as of ___________, 1994 (the "Guarantee")
to the extent provided therein. The Partnership will furnish a copy of the
Limited Partnership Agreement, the Action and the Guarantee to the Holder
without charge upon written request to the Partnership at its principal place
of business or registered office.

Upon receipt of this certificate, the Holder is admitted to the
Partnership as a Limited Partner, is bound by the Limited Partnership Agreement
and is entitled to the benefits thereunder.

IN WITNESS WHEREOF, the Partnership has executed this certificate this
day of ______________, 199__.

GEORGIA POWER CAPITAL, L.P.

By: GEORGIA POWER COMPANY, its General Partner

By: _______________________________
Name:__________________________
Title:_________________________

<PAGE> 1

EXHIBIT 4.7

DRAFT
11/10/94

ACTION OF GENERAL PARTNER
OF GEORGIA POWER CAPITAL, L.P.
CREATING THE
% CUMULATIVE MONTHLY INCOME PREFERRED SECURITIES, SERIES

Pursuant to Section 6.1 of the Amended and Restated Agreement of
Limited Partnership of Georgia Power Capital, L.P. dated as of ____________,
1994 (as amended from time to time, the "Partnership Agreement"), Georgia
Power Company, a Georgia corporation, as general partner (the "General
Partner") of Georgia Power Capital, L.P., a Delaware limited partnership (the
"Partnership"), desiring to state the designations, rights, privileges,
restrictions, preferences and other terms and provisions of a new series of
Preferred Securities, hereby authorizes and establishes such new series of
Preferred Securities according to the following terms and conditions (each
capitalized term used but not defined herein having the meaning set forth in
the Partnership Agreement):

1. Designation and Number. ______________ Preferred Securities
of the Partnership, with an aggregate liquidation preference of $_________
million ($__,000,000) and a liquidation preference of $25 per Preferred
Security, are hereby designated as "_____% Cumulative Monthly Income Preferred
Securities, Series _____" (hereinafter called the "Series ___ Preferred
Securities"). The LP Certificates evidencing the Series ______ Preferred
Securities shall be substantially in the form attached hereto as Exhibit A.
The proceeds of the Series _____ Preferred Securities shall be loaned to the
General Partner in return for _____% Junior Subordinated Deferrable Interest
Debentures, Series _____ (the "Series ____ Junior Subordinated Debentures") in
an aggregate principal amount equal to the aggregate liquidation preference of
the Series _____ Preferred Securities, bearing interest at an annual rate equal
to the annual Dividend rate on the Series _____ Preferred Securities and having
certain payment and redemption provisions which correspond to the payment and
redemption provisions of the Series _____ Preferred Securities.

2. Dividends. (a) Dividends payable on each Series _____
Preferred Security will be fixed at a rate per annum of ____ % of the stated
liquidation preference of $25 per Series _____ Preferred Security. Dividends
in arrears for more than one month will bear interest monthly thereon at the
rate per annum of ____% thereof. The term "Dividends" as used herein includes
any such interest payable unless otherwise stated. The amount of Dividends
payable for any period will be computed for any full
<PAGE> 2

monthly Dividend period on the basis of a 360-day year of twelve 30-day months,
and for any period shorter than a full monthly Dividend period for which
Dividends are computed, Dividends will be computed on the basis of the actual
number of days elapsed in such period.

(b) Dividends on the Series _____ Preferred Securities will be
cumulative, will accrue from the date of initial issuance and will be payable
monthly in arrears, on the last day of each calendar month of each year,
commencing ____________, 1994, when, as and if available and determined to be
so payable by the General Partner, except as otherwise described below.
Georgia Power Company has the right under the indenture for the Series _____
Junior Subordinated Debentures (the "Indenture") to extend the interest payment
period from time to time on the Series _____Junior Subordinated Debentures to a
period not exceeding 60 consecutive months (each an "Extension Period") and, as
a consequence, monthly Dividends on the Series _____ Preferred Securities would
be deferred (but would continue to accrue with interest thereon) by the
Partnership during any such Extension Period. Prior to the termination of any
such Extension Period, Georgia Power Company may further extend such Extension
Period, provided that such Extension Period together with all such previous and
further extensions thereof may not exceed 60 consecutive months. Upon the
termination of any Extension Period and the payment of all amounts then due,
Georgia Power Company may select a new Extension Period, subject to the above
requirements.

(c) Dividends on the Series __ Preferred Securities must be paid
on the date such Dividends are payable to the extent that the Partnership has,
on the date such Dividends are payable, (x) funds legally available for the
payment of such Dividends and (y) cash on hand sufficient to permit such
payments. Dividends on the Series _____ Preferred Securities will be payable
to the Holders thereof as they appear on the books and records of the
Partnership on the relevant record dates, which, as long as the Series _____
Preferred Securities remain in book-entry-only form, will be one Business Day
prior to the relevant payment dates. Subject to any applicable laws and
regulations and the provisions of the Partnership Agreement, each such payment
will be made as described under the heading "Description of the Series _____
Preferred Securities--Book-Entry-Only Issuance - The Depository Trust Company"
in the prospectus for the Series _____ Preferred Securities. In the event the
Series _____ Preferred Securities shall not continue to remain in
book-entry-only form, the General Partner shall have the right to select
relevant record dates, which shall be more than one Business Day prior to the
relevant payment dates. In the event that any date on which Dividends are
payable on the Series _____ Preferred Securities is not a Business Day, then
payment of the Dividend payable on such date will be made on the next
succeeding day that is a Business Day

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<PAGE> 3

(and without any interest or other payment in respect of any such delay) except
that, if such Business Day is in the next succeeding calendar year, such
payment shall be made on the immediately preceding Business Day, in each case
with the same force and effect as if made on such date.

3. Certain Restrictions on the Partnership. If Dividends have
not been paid in full on the Series _____ Preferred Securities, the Partnership
shall not:

(i) declare, pay, or set aside for payment, any Dividends
on any other series of Preferred Securities, unless the amounts of any
Dividends declared and paid on any other series of Preferred
Securities and on the Series _____ Preferred Securities are on a pro
rata basis on the dates such Dividends are paid on such other series
of Preferred Securities, so that

(x) the aggregate amount of Dividends paid on the
Series _____ Preferred Securities bears to the aggregate
amount of Dividends paid on such other series of Preferred
Securities the same ratio as

(y) the aggregate of all accrued and unpaid
Dividends in respect of the Series _____ Preferred Securities
bears to the aggregate of all accrued and unpaid Dividends in
respect of such other series of Preferred Securities; or

(ii) redeem, purchase or otherwise acquire any other
Preferred Securities;

until, in each case, such time as all accrued and unpaid Dividends on the
Series _____ Preferred Securities shall have been paid in full for all Dividend
periods terminating on or prior to, in the case of clause (i), such payment
and, in the case of clause (ii), the date of such redemption, purchase or
acquisition.

4. Liquidation Distribution Upon Dissolution. In the event of
any voluntary or involuntary dissolution, winding up or termination of the
Partnership, the Holders of the Series _____ Preferred Securities at the time
will be entitled to receive out of the assets of the Partnership available for
distribution to Partners after satisfaction of liabilities of creditors as
required by the Act, before any distribution of assets is made to the General
Partner, but together with the Holders of every other series of Preferred
Securities outstanding, an amount equal to, in the case of Holders of Series
_____ Preferred Securities, the aggregate of the stated liquidation preference
of $25 per Series _____ Preferred Security plus accrued and unpaid Dividends
thereon to the date of payment (such amount being the "Liquidation

-3-
<PAGE> 4

Distribution"), unless, in connection with such dissolution, winding up or
termination, Series _____ Junior Subordinated Debentures in an aggregate
principal amount equal to the stated liquidation preference of such Series
_____ Preferred Securities, and bearing accrued and unpaid interest in an
amount equal to the accrued and unpaid Dividends on such Series _____ Preferred
Securities, shall be distributed on a pro rata basis to the Holders of the
Series _____ Preferred Securities.

If, upon any such dissolution, the Liquidation Distribution can be
paid only in part because the Partnership has insufficient assets available to
pay in full the aggregate Liquidation Distribution and the aggregate maximum
liquidation distributions on any other series of Preferred Securities, then the
amounts payable directly by the Partnership on the Series _____ Preferred
Securities and on such other series of Preferred Securities shall be paid in
cash or in kind on a pro rata basis, so that

(x) the aggregate amount paid in respect of the
Liquidation Distribution bears to the aggregate amount paid as
liquidation distributions on the other series of Preferred Securities
the same ratio as

(y) the aggregate Liquidation Distribution bears to the
aggregate maximum liquidation distributions on the other series of
Preferred Securities.

5. Redemption. (a) The Series _____ Preferred Securities shall
be redeemable, at the option of the Partnership in whole or in part from time
to time, on or after _______________, 1999, upon not less than 30 nor more than
60 days' notice, at a redemption price of $25 per Series _____ Preferred
Security plus an amount equal to accrued and unpaid Dividends thereon to the
date fixed for redemption, payable in cash (the "Redemption Price"). In the
event that fewer than all the outstanding Series _____ Preferred Securities are
to be so redeemed, the Series _____ Preferred Securities to be redeemed will be
selected as described in Section 5(e)(ii) below. If a partial redemption would
result in the delisting of the Series _____ Preferred Securities by any
national securities exchange or other organization on which the Series _____
Preferred Securities are then listed, the Partnership may only redeem the
Series _____ Preferred Securities in whole.

(b) If at any time Georgia Power Company (1) pays at maturity or
(2) redeems Series _____ Junior Subordinated Debentures, the proceeds from such
payment or redemption of such Series _____ Junior Subordinated Debentures shall
be applied to redeem Series _____ Preferred Securities at the Redemption Price
upon not less than 30 nor more than 60 days' notice.

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<PAGE> 5

(c) If a Tax Event or an Investment Company Event (each as
hereinafter defined, and each a "Special Event") shall occur and be continuing,
the General Partner shall elect to either (x) cause the Partnership to redeem
the Series _____ Preferred Securities in whole (and not in part), upon not less
than 30 or more than 60 days' notice at the Redemption Price, within 90 days
following the occurrence of such Special Event; provided that, if and as long
as at the time there is available to the General Partner the opportunity to
eliminate, within such 90-day period, the Special Event by taking some
ministerial action, such as filing a form or making an election, or pursuing
some other similar reasonable measure that has no adverse effect on the
Partnership or Georgia Power Company, the General Partner will pursue such
measure in lieu of redemption, or (y) dissolve the Partnership and, after
satisfaction of creditors as required by the Act, cause Series _____ Junior
Subordinated Debentures to be distributed to the Holders of the Series _____
Preferred Securities in liquidation of the Partnership, within 90 days
following the occurrence of such Special Event. In the case of a Tax Event,
the General Partner may, as an alternative to electing to redeem the Series
_____ Preferred Securities or dissolving the Partnership, elect to cause the
Series _____ Preferred Securities to remain outstanding.

"Tax Event" means that the General Partner shall have obtained an
opinion of nationally recognized independent tax counsel experienced in such
matters to the effect that, as a result of (a) any amendment to, or change
(including any announced prospective change) in, the laws (or any regulations
thereunder) of the United States or any political subdivision or taxing
authority thereof or therein, (b) any amendment to, or change in, an
interpretation or application of any such laws or regulations by any
legislative body, court, governmental agency or regulatory authority (including
the enactment of any legislation and the publication of any judicial decision
or regulatory determination), (c) any interpretation or pronouncement that
provides for a position with respect to such laws or regulations that differs
from the theretofore generally accepted position or (d) any action taken by any
governmental agency or regulatory authority, which amendment or change is
enacted, promulgated, issued or effective or which interpretation or
pronouncement is issued or announced or which action is taken, in each case on
or after the date of issuance of the Series _____ Preferred Securities, there
is more than an insubstantial risk that (i) the Partnership is subject to
federal income tax with respect to interest accrued or received on the Series
_____ Junior Subordinated Debentures, (ii) the Partnership is subject to more
than a de minimis amount of taxes, duties or other governmental charges, or
(iii) interest payable by Georgia Power Company to the Partnership on the
Series _____ Junior Subordinated Debentures will not be deductible by Georgia
Power Company for federal income tax purposes.

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<PAGE> 6

"Investment Company Event" means the occurrence of a change in law or
regulation or a change in interpretation or application of law or regulation by
any legislative body, court, governmental agency or regulatory authority (a
"Change in 1940 Act Law") to the effect that the Partnership is or will be
considered an "investment company" which is required to be registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), which Change in
1940 Act Law becomes effective on or after the date of issuance of the Series
_____ Preferred Securities; provided that no Investment Company Event shall be
deemed to have occurred if the General Partner obtains a written opinion of
nationally recognized independent counsel to the Partnership experienced in
practice under the 1940 Act to the effect that the General Partner has
successfully issued an additional or supplemental irrevocable and unconditional
guarantee or taken such other actions as may be necessary so that, in the
opinion of such counsel, notwithstanding such Change in 1940 Act Law, the
Partnership is not required to be registered as an "investment company" within
the meaning of the 1940 Act. In case of any uncertainty regarding an
Investment Company Event, the good faith determination of the General Partner
(based on the advice of counsel) shall be conclusive.

After the date fixed for any distribution of Series _____ Junior
Subordinated Debentures, upon dissolution of the Partnership, (i) the Series
_____ Preferred Securities will no longer be deemed to be outstanding, (ii) The
Depository Trust Company (the "Depository") or its nominee, as the record
Holder of the Series _____ Preferred Securities, will receive a registered
global certificate or certificates representing the Series ____ Junior
Subordinated Debentures to be delivered upon such distribution and (iii) any
certificates representing Series _____ Preferred Securities not held by the
Depository or its nominee will be deemed to represent Series _____ Junior
Subordinated Debentures having a principal amount equal to the stated
liquidation preference of such Series _____ Preferred Securities, and bearing
accrued and unpaid interest in an amount equal to the accrued and unpaid
Dividends on such Series ___ Preferred Securities until such certificates are
presented to Georgia Power Company or its agent for transfer or reissuance.

(d) The Partnership may not redeem fewer than all the outstanding
Series _____ Preferred Securities unless all accrued and unpaid Dividends have
been paid on all Series _____ Preferred Securities for all monthly Dividend
periods terminating on or prior to the date of redemption.

(e) Redemption or Exchange Procedures. (i) Notice of any
redemption (a "Notice of Redemption") of, or notice of distribution of Series
_____ Junior Subordinated Debentures in exchange for, the Series _____
Preferred Securities will be given by the Partnership by mail to each Holder of
Series _____

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<PAGE> 7

Preferred Securities to be redeemed or exchanged not fewer than 30 nor more
than 60 days prior to the date fixed for redemption or exchange thereof;
provided, that no such notice shall be required in the case of a redemption of
Series _____ Preferred Securities resulting from payment at maturity of the
Series _____ Junior Subordinated Debentures as contemplated in paragraph
5(b)(1) above, the redemption date for the Series _____ Preferred Securities
being the same as such maturity date in such case. For purposes of the
calculation of the date of redemption or exchange and the dates on which
notices are given pursuant to this paragraph (e)(i), a Notice of Redemption or
notice of distribution shall be deemed to be given on the day such notice is
first mailed by first-class mail, postage prepaid, to Holders of Series _____
Preferred Securities. Each Notice of Redemption or notice of distribution
shall be addressed to the Holders of Series _____ Preferred Securities at the
address of each such Holder appearing in the books and records of the
Partnership. No defect in the Notice of Redemption or notice of distribution
or in the mailing of either thereof with respect to any Holder shall affect the
validity of the redemption or exchange proceedings with respect to any other
Holder.

(ii) In the event that fewer than all the outstanding Series _____
Preferred Securities are to be redeemed, the Series __ __ Preferred Securities
to be redeemed will be selected in accordance with paragraph (e)(iv) below or,
in the event that Series _____ Preferred Securities are not held by the
Depository, by lot or in such other manner as the General Partner shall deem
fair or appropriate.

(iii) If the Partnership gives a Notice of Redemption in respect of
Series _____ Preferred Securities (which notice will be irrevocable) then, by
12:00 noon, New York City time, on the redemption date, the Partnership will
deposit irrevocably with the Depository funds sufficient to pay the applicable
Redemption Price and will give the Depository irrevocable instructions and
authority to pay the Redemption Price to the Holders of the Series _____
Preferred Securities. If Notice of Redemption shall have been given and funds
deposited as required, then upon the date of such deposit, all rights of
Holders of such Series _____ Preferred Securities so called for redemption will
cease, except the right of the Holders of such Series _____ Preferred
Securities to receive the Redemption Price, but without interest on such
Redemption Price. Neither the General Partner nor the Partnership shall be
required to register or cause to be registered the transfer of any Series _____
Preferred Securities which have been so called for redemption. In the event
that any date fixed for redemption of Series _____ Preferred Securities is not
a Business Day, then payment of the Redemption Price payable on such date will
be made on the next succeeding day that is a Business Day (and without any
interest or other payment in respect of any such delay) except that, if such
Business Day

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<PAGE> 8

falls in the next calendar year, such payment will be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on such date fixed for redemption. In the event that payment of the Redemption
Price in respect of Series _____ Preferred Securities is improperly withheld or
refused and not paid either by the Partnership or by Georgia Power Company
pursuant to the Guarantee described in the Prospectus for the Series _____
Preferred Securities (the "Guarantee"), Dividends on such Series _____
Preferred Securities will continue to accrue, from the original redemption date
to the date of payment, in which case the actual payment date will be
considered the date fixed for redemption for purposes of calculating the
Redemption Price.

(iv) Redemption or exchange notices shall be sent to the Depository
or its nominee. If less than all of the Series _____ Preferred Securities are
being redeemed, interests to be redeemed shall be determined in accordance with
the Depository's practice which at the date hereof is to determine by lot the
amount of the interest of each direct participant in such series to be
redeemed.

(v) Under the circumstances described in clause (y) of Section
5(c) above and as of the date fixed for distribution of Series _____ Junior
Subordinated Debentures, any LP Certificates representing Series _____
Preferred Securities outstanding shall be deemed to represent the Series _____
Junior Subordinated Debentures to be distributed on such an exchange, and the
Series _____ Preferred Securities will no longer be deemed outstanding and may
be cancelled by the General Partner. The Series _____ Junior Subordinated
Debentures distributed upon such an exchange shall have an aggregate principal
amount equal to the aggregate liquidation preference of $25 per security of the
Series _____ Preferred Securities so exchanged, and shall bear interest at a
rate per annum equal to the annual Dividend rate on such Series _____ Preferred
Securities from the last date on which Dividends on such Series _____ Preferred
Securities were paid.

(vi) Subject to the foregoing and applicable law (including,
without limitation, United States federal securities laws), Georgia Power
Company or any of its subsidiaries, including the Partnership, may at any time
and from time to time purchase outstanding Series _____ Preferred Securities by
tender, in the open market or by private agreement. If the Partnership
purchases and cancels any Series _____ Preferred Securities, the Series _____
Junior Subordinated Debentures may be repaid in a principal amount equal to the
aggregate stated liquidation preference of the Series _____ Preferred
Securities so purchased, together with any accrued and unpaid interest on such
principal amount of Series ____ Junior Subordinated Debentures.

-8-
<PAGE> 9

6. Voting Rights. (a) Except as provided under paragraph 6(b)
below and as otherwise required by law and the Partnership Agreement, the
Holders of the Series _____ Preferred Securities will have no voting rights.

(b) If (i) arrearages on Dividends on the Series _____ Preferred
Securities shall exist for 18 consecutive monthly Dividend periods; (ii) an
Event of Default (as defined in the Indenture) occurs and is continuing on the
Series _____ Junior Subordinated Debentures; or (iii) Georgia Power Company is
in default on any of its payment obligations under the Guarantee, then the
Holders of the Series _____ Preferred Securities, together with the Holders of
any other series of Preferred Securities having the right to vote for the
appointment of a special representative of the Partnership and the Limited
Partners (a "Special Representative"), in such event, acting as a single class,
will be entitled by the vote of a majority in aggregate liquidation preference
of such Holders to appoint and authorize a Special Representative to enforce
the Partnership's creditor rights under the Series _____ Junior Subordinated
Debentures, to enforce the rights of the Holders of the Series ____Preferred
Securities under the Guarantee and to enforce the rights of the Holders of the
Series _____ Preferred Securities to receive Dividends on the Series _____
Preferred Securities. The Special Representative shall not, by virtue of
acting in such capacity, be admitted as a general partner in the Partnership or
otherwise be deemed to be a general partner in the Partnership and shall have
no liability for the debts, obligations or liabilities of the Partnership. Not
later than 30 days after such right to appoint a Special Representative arises,
the General Partner will convene a meeting for the purpose of appointing a
Special Representative. If the General Partner fails to convene such meeting
within such 30-day period, the Holders of 10% in liquidation preference of the
outstanding Preferred Securities will be entitled to convene such meeting. The
provisions of the Partnership Agreement relating to the convening and conduct
of the meetings of the Partners will apply with respect to any such meeting.
In the event that, at any such meeting, Holders of less than a majority in
aggregate liquidation preference of Preferred Securities entitled to vote for
the appointment of a Special Representative vote for such appointment, no
Special Representative shall be appointed. Any Special Representative
appointed shall cease to be a special representative of the Partnership and the
Limited Partners if the Partnership (or Georgia Power Company pursuant to the
Guarantee) shall have paid in full all accrued and unpaid Dividends on the
Preferred Securities or such default or breach, as the case may be, shall have
been cured, and the General Partner shall continue the business of the
Partnership without dissolution. Notwithstanding the appointment of any such
Special Representative, Georgia Power Company shall continue as General

-9-
<PAGE> 10

Partner and shall retain all rights under the Indenture, including the right to
extend the interest payment period.

In furtherance of the foregoing, and without limiting the powers of
any Special Representative so appointed and for the avoidance of any doubt
concerning the powers of the Special Representative, any Special
Representative, in its own name, in the name of the Partnership, in the name of
the Limited Partners, or otherwise, may institute or cause to be instituted a
proceeding, including, without limitation, any suit in equity, an action at law
or other judicial or administrative proceeding, to enforce the Partnership's
rights directly against Georgia Power Company or any other obligor in
connection with such obligations to the same extent as the Partnership and on
behalf of the Partnership, and may prosecute such proceeding to judgment or
final decree, and enforce the same against Georgia Power Company, or any other
obligor in connection with such obligations.

If any proposed amendment to the Partnership Agreement provides for,
or the General Partner otherwise proposes to effect, (i) any action that would
adversely affect the powers, preferences or special rights of the Series _____
Preferred Securities, whether by way of amendment to the Partnership Agreement
or otherwise (including, without limitation, the authorization or issuance of
any limited partner interests in the Partnership ranking, as to participation
in the profits or Dividends or in the assets of the Partnership, senior to the
Series _____ Preferred Securities), or (ii) the dissolution, winding up or
termination of the Partnership, other than (x) in connection with the
distribution of Series _____ Junior Subordinated Debentures upon the occurrence
of a Special Event or (y) as described in paragraph 8 below, then the Holders
of outstanding Series _____ Preferred Securities will be entitled to vote on
such amendment or proposal of the General Partner (but not on any other
amendment or proposal) as a class with all other Holders of series of Preferred
Securities similarly affected, and such amendment or proposal shall not be
effective except with the approval of the Holders of 66-2/3% in liquidation
preference of such outstanding Preferred Securities having a right to vote on
the matter; provided, however, that no such approval shall be required if the
dissolution, winding up or termination of the Partnership is proposed or
initiated upon the initiation of proceedings, or after proceedings have been
initiated, for the dissolution, winding up, liquidation or termination of
Georgia Power Company.

The rights attached to the Series _____ Preferred Securities will be
deemed not to be adversely affected by the creation or issue of, and no vote
will be required for the creation or issue of, any further limited partner
interests of the Partnership ranking pari passu with the Series _____ Preferred
Securities with regard to participation in the profits or Dividends or in

-10-
<PAGE> 11

the assets of the Partnership. Holders of Series _____ Preferred Securities
have no preemptive rights.

So long as any Series _____ Junior Subordinated Debentures are held by
the Partnership, the General Partner shall not (i) direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee with respect to such
series, (ii) waive any past default that is waivable under Section 6.06 of the
Indenture, (iii) exercise any right to rescind or annul a declaration that the
principal of all the Series _____ Junior Subordinated Debentures shall be due
and payable or (iv) consent to any amendment, modification or termination of
the Indenture or the Series ____ Junior Subordinated Debentures, where such
consent shall be required, without, in each case, obtaining the prior approval
of the Holders of at least 66-2/3% in liquidation preference of all series of
Preferred Securities who would be affected thereby if their Preferred
Securities were to be exchanged for Junior Subordinated Debentures, acting as a
single class; provided, however, that where a consent under the Indenture would
require the consent of each Holder affected thereby, no such consent shall be
given by the General Partner without the prior consent of each Holder of all
series of Preferred Securities who would be affected thereby if its Preferred
Securities were to be exchanged for Junior Subordinated Debentures. The
General Partner shall not revoke any action previously authorized or approved
by a vote of the Holders of any series of Preferred Securities who would be
affected thereby if their Preferred Securities were to be exchanged for Junior
Subordinated Debentures. The General Partner shall notify all Holders of the
Series _____ Preferred Securities of any notice of default received from the
Trustee under the Indenture with respect to the Series _____ Junior
Subordinated Debentures.

Any required approval of Holders of Series _____ Preferred Securities
may be given at a separate meeting of Holders of Preferred Securities convened
for such purpose, at a meeting of all of the Partners in the Partnership or
pursuant to written consent. The Partnership will cause a notice of any
meeting at which Holders of Series _____ Preferred Securities are entitled to
vote, or of any matter upon which action by written consent of such Holders is
to be taken, to be mailed to each Holder of record of Series _____ Preferred
Securities. Each such notice will include a statement setting forth (i) the
date of such meeting or the date by which such action is to be taken, (ii) a
description of any resolution proposed for adoption at such meeting on which
such Holders are entitled to vote or of such matter upon which written consent
is sought and (iii) instructions for the delivery of proxies or consents.

No vote or consent of the Holders of Series _____ Preferred Securities
will be required for the Partnership to redeem and

-11-
<PAGE> 12

cancel Series _____ Preferred Securities in accordance with the Partnership
Agreement.

Notwithstanding that Holders of Series _____ Preferred Securities are
entitled to vote or consent under any of the circumstances described above, any
of the Series _____ Preferred Securities and any other series of Preferred
Securities that are entitled to vote or consent with such Series _____
Preferred Securities as a single class at such time that are owned by Georgia
Power Company or by any entity more than 50% of which is owned by Georgia Power
Company, either directly or indirectly, shall not be entitled to vote or
consent and shall, for purposes of such vote or consent, be treated as if they
were not outstanding.

Holders of the Series _____ Preferred Securities will have no rights
to remove or replace the General Partner.

7. Ranking. So long as any Series _____ Preferred Securities are
outstanding, the Partnership will not issue any partnership interests ranking,
as to participation in the profits or Dividends or in the assets of the
Partnership, senior to the Series _____ Preferred Securities.

8. Mergers, Consolidations or Amalgamations. The Partnership may
not consolidate, amalgamate, merge with or into, or be replaced by, or convey,
transfer or lease its properties and assets substantially as an entirety to,
any corporation or other body, except as described below. The Partnership may,
without the consent of the Holders of the Series _____ Preferred Securities,
consolidate, amalgamate, merge with or into, or be replaced by a limited
partnership, limited liability company or trust organized as such under the
laws of any state of the United States of America provided that (i) such
successor entity either (x) expressly assumes all of the obligations of the
Partnership under the Series _____ Preferred Securities or (y) substitutes for
the Series _____ Preferred Securities other securities having substantially the
same terms as the Series _____ Preferred Securities (the "Successor
Securities") so long as the Successor Securities rank, with respect to
participation in the profits and Dividends, and in the assets, of the successor
entity, at least as high as the Series _____ Preferred Securities rank with
respect to participation in the profits and Dividends, and in the assets, of
the Partnership, (ii) Georgia Power Company expressly acknowledges such
successor entity as the Holder of the Series _____ Junior Subordinated
Debentures, (iii) the Series _____ Preferred Securities or any Successor
Securities are listed, or any Successor Securities will be listed upon
notification of issuance, on any national securities exchange or other
organization on which the Series _____ Preferred Securities are then listed,
(iv) such merger, consolidation, amalgamation or replacement does not cause the
Series _____ Preferred Securities

-12-
<PAGE> 13

(including any Successor Securities) to be downgraded by any nationally
recognized statistical rating organization, (v) such merger, consolidation,
amalgamation or replacement does not adversely affect the powers, preferences
and other special rights of the Holders of the Series _____ Preferred
Securities (including any Successor Securities) in any material respect (other
than with respect to any dilution of the Holders' interest in the new entity),
(vi) such successor entity has a purpose substantially identical to that of the
Partnership, (vii) prior to such merger, consolidation, amalgamation or
replacement, Georgia Power Company has received an opinion of nationally
recognized independent counsel to the Partnership experienced in such matters
to the effect that (x) such successor entity will be treated as a partnership
for federal income tax purposes, (y) following such merger, consolidation,
amalgamation or replacement, Georgia Power Capital and such successor entity
will be in compliance with the 1940 Act without registering thereunder as an
investment company, and (z) such merger, consolidation, amalgamation or
replacement will not adversely affect the limited liability of the Holders of
the Series _____ Preferred Securities and (viii) Georgia Power Company
guarantees the obligations of such successor entity under the Successor
Securities at least to the extent provided by the Guarantee.

This written Action shall constitute an Action for purposes of the
Partnership Agreement and shall be deemed for all purposes to be a part of the
Partnership Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Action of
General Partner this ____ day of ______________, 1994.

GEORGIA POWER COMPANY,
GENERAL PARTNER

By:
----------------------------------------
Name:
Title:

-13-

<PAGE> 1

EXHIBIT 4.10

DRAFT
11/10/94

GUARANTEE AGREEMENT

This GUARANTEE AGREEMENT, dated as of ______________, 1994, is
executed and delivered by Georgia Power Company, a Georgia corporation (the
"Guarantor"), for the benefit of the holders from time to time of the Preferred
Securities (as defined below).

WHEREAS, pursuant to an Amended and Restated Agreement of Limited
Partnership, dated as of the date hereof (the "Partnership Agreement"), of
Georgia Power Capital, L.P., a Delaware limited partnership (the "Issuer"), the
Issuer may issue one or more series of limited partner interests in the Issuer
(the "Preferred Securities");

WHEREAS, pursuant to the Partnership Agreement, the proceeds received
by the Issuer from the issuance and sale of any such Preferred Securities will
be invested by the Issuer in Junior Subordinated Debentures (as defined in the
Partnership Agreement); and

WHEREAS, the Guarantor, as incentive for the Holders (as defined
herein) to purchase Preferred Securities, desires hereby irrevocably and
unconditionally to agree to the extent set forth herein to pay to the Holders
the Guarantee Payments (as defined herein) and to make certain other payments
on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the purchase by each Holder of
Preferred Securities, which purchase the Guarantor hereby agrees shall benefit
the Guarantor, the Guarantor executes and delivers this Guarantee Agreement for
the benefit of the Holders.

ARTICLE I

As used in this Guarantee Agreement, the terms set forth below shall,
unless the context otherwise requires, have the following meanings.
Capitalized terms used but not otherwise defined herein shall have the meanings
assigned to such terms in the Partnership Agreement.

"Guarantee Payments" shall mean the following payments or
distributions, without duplication, with respect to any series of Preferred
Securities, to the extent not paid or made by the Issuer: (i) any accrued and
unpaid Dividends that are required to be paid on such series of Preferred
Securities, to the extent the Issuer shall have sufficient cash on hand to
permit such payment
<PAGE> 2

and funds legally available therefor, (ii) the redemption price, including all
accrued and unpaid Dividends (the "Redemption Price"), payable out of funds
legally available therefor, with respect to any Preferred Securities called for
redemption by the Issuer, and (iii) upon a liquidation of the Issuer, the
lesser of (a) the aggregate of the liquidation preference and all accrued and
unpaid Dividends on the Preferred Securities of such series to the date of
payment and (b) the amount of assets of the Issuer remaining available for
distribution to Holders in liquidation of the Issuer (in either case, the
"Liquidation Distribution") payable in kind.

"Holder" shall mean any holder, as registered on the books and records
of the Issuer, of any Preferred Securities of any series; provided, however,
that in determining whether the holders of the requisite percentage of
Preferred Securities have given any request, notice, consent or waiver
hereunder, "Holder" shall not include the Guarantor or any entity owned more
than 50% by the Guarantor, either directly or indirectly.

ARTICLE II

SECTION 2.01. The Guarantor irrevocably and unconditionally agrees
to pay in full to the Holders the Guarantee Payments, as and when due (without
duplication of amounts theretofore paid by the Issuer), regardless of any
defense, right of set-off or counterclaim which the Issuer may have or assert.
The Guarantor's obligation to make a Guarantee Payment may be satisfied by
direct payment of the required amounts by the Guarantor to the Holders or by
causing the Issuer to pay such amounts to the Holders.

SECTION 2.02. The Guarantor hereby waives notice of acceptance of
this Guarantee Agreement and of any liability to which it applies or may apply,
presentment, demand for payment, any right to require a proceeding first
against the Issuer, protest, notice of nonpayment, notice of dishonor, notice
of redemption and all other notices and demands.

SECTION 2.03. The obligations, covenants, agreements and duties of
the Guarantor under this Guarantee Agreement shall in no way be affected or
impaired by reason of the happening from time to time of any of the following:

(a) the release or waiver, by operation of law or
otherwise, of the performance or observance by the Issuer of any
express or implied agreement, covenant, term or condition relating to
any series of Preferred Securities to be performed or observed by the
Issuer;

-2-
<PAGE> 3

(b) the extension of time for the payment by the Issuer
of all or any portion of the Dividends, Redemption Price, Liquidation
Distribution or any other sums payable under the terms of any series
of Preferred Securities or the extension of time for the performance
of any other obligation under, arising out of, or in connection with,
any series of Preferred Securities; provided that nothing in this
Guarantee Agreement shall affect or impair any valid extension;

(c) any failure, omission, delay or lack of diligence on
the part of the Holders to enforce, assert or exercise any right,
privilege, power or remedy conferred on the Holders pursuant to the
terms of any series of Preferred Securities, or any action on the part
of the Issuer granting indulgence or extension of any kind;

(d) the voluntary or involuntary liquidation,
dissolution, sale of any collateral, receivership, insolvency,
bankruptcy, assignment for the benefit of creditors, reorganization,
arrangement, composition or readjustment of debt of, or other similar
proceedings affecting, the Issuer or any of the assets of the Issuer;

(e) any invalidity of, or defect or deficiency in, any
series of Preferred Securities;

(f) the settlement or compromise of any obligation
guaranteed hereby or hereby incurred; or

(g) any other circumstance whatsoever that might
otherwise constitute a legal or equitable discharge or defense of a
guarantor, it being the intent of this Section 2.03 that the
obligations of the Guarantor hereunder shall be absolute and
unconditional under any and all circumstances.

There shall be no obligation of the Holders to give notice to, or obtain
consent of, the Guarantor with respect to the happening of any of the
foregoing.

SECTION 2.04. The Guarantor expressly acknowledges that (i) this
Guarantee Agreement will be deposited with the General Partner to be held for
the benefit of the Holders; (ii) in the event of the appointment of a Special
Representative to, among other things, enforce this Guarantee Agreement, the
Special Representative may take possession of this Guarantee Agreement for such
purpose; (iii) if no Special Representative has been appointed, the General
Partner has the right to enforce this Guarantee Agreement on behalf of the
Holders; (iv) the Holders of not less than a majority in aggregate liquidation
preference of the Preferred Securities have the right to direct the time,

-3-
<PAGE> 4

method and place of conducting any proceeding for any remedy available in
respect of this Guarantee Agreement including the giving of directions to the
General Partner or the Special Representative, as the case may be; and (v) if
the General Partner or Special Representative fails to enforce this Guarantee
Agreement as above provided, any Holder may institute a legal proceeding
directly against the Guarantor to enforce its rights under this Guarantee
Agreement, without first instituting a legal proceeding against the Issuer or
any other person or entity.

SECTION 2.05. This Guarantee Agreement is a guarantee of payment
and not of collection. This Guarantee Agreement will not be discharged except
by payment of the Guarantee Payments in full to the extent not paid by the
Issuer.

SECTION 2.06. The Guarantor shall be subrogated to all (if any)
rights of the Holders against the Issuer in respect of any amounts paid to the
Holders by the Guarantor under this Guarantee Agreement; provided, however,
that the Guarantor shall not (except to the extent required by mandatory
provisions of law) be entitled to enforce or exercise any rights which it may
acquire by way of subrogation or any indemnity, reimbursement or other
agreement, in all cases as a result of payment under this Guarantee Agreement,
if, at the time of any such payment, any amounts are due and unpaid under this
Guarantee Agreement. If any amount shall be paid to the Guarantor in violation
of the preceding sentence, the Guarantor agrees to hold such amount in trust
for the Holders and to pay over such amount to the Holders.

SECTION 2.07. The Guarantor acknowledges that its obligations
hereunder are independent of the obligations of the Issuer with respect to the
Preferred Securities and that the Guarantor shall be liable as principal and as
debtor hereunder to make Guarantee Payments pursuant to the terms of this
Guarantee Agreement notwithstanding the occurrence of any event referred to in
subsections (a) through (f), inclusive, of Section 2.03 hereof.

ARTICLE III

SECTION 3.01. So long as any Preferred Securities remain
outstanding, the Guarantor will not declare or pay any Dividend on, or redeem,
purchase, acquire or make a liquidation payment with respect to, any of its
capital stock, or make any guarantee payments with respect thereto if at such
time the Guarantor shall be in default with respect to its payment obligations
hereunder or there shall have occurred and be continuing any Event of Default
under the Indenture.

SECTION 3.02. This Guarantee Agreement will constitute an unsecured
obligation of the Guarantor and will rank (i)

-4-
<PAGE> 5

subordinate and junior in right of payment to all liabilities of the Guarantor,
except those made pari passu by their terms, (ii) pari passu with the most
senior preferred or preference stock now or hereafter issued by the Guarantor
and with any guarantee now or hereafter entered into by the Guarantor in
respect of any preferred or preference stock of any Affiliate of the Guarantor,
and (iii) senior to the Guarantor's common stock. Any similar guarantee given
hereafter by Georgia Power with respect to Preferred Securities that is silent
as to seniority will rank pari passu with this Guarantee Agreement.

ARTICLE IV

This Guarantee Agreement shall terminate and be of no further force
and effect, as to the Preferred Securities of any series, upon full payment of
the Redemption Price of all Preferred Securities of such series, and will
terminate completely upon full payment of the amounts payable in accordance
with the Partnership Agreement upon liquidation of the Issuer. This Guarantee
Agreement will continue to be effective or will be reinstated, as the case may
be, if at any time any Holder must restore payment of any sums paid under any
series of Preferred Securities or this Guarantee Agreement.

ARTICLE V

SECTION 5.01. All guarantees and agreements contained in this
Guarantee Agreement shall bind the successors, assigns, receivers, trustees and
representatives of the Guarantor and shall inure to the benefit of the Holders
of the Preferred Securities then outstanding.

SECTION 5.02. Except with respect to any changes which do not
adversely affect the rights of Holders (in which case no consent of Holders
will be required), this Guarantee Agreement may only be amended with the prior
approval of the Holders of not less than 66-2/3% in liquidation preference of
all the outstanding Preferred Securities of each affected series (voting
together as one class).

SECTION 5.03. Any notice, request or other communication required
or permitted to be given hereunder to the Guarantor shall be given in writing
by delivering the same against receipt therefor by facsimile transmission
(confirmed by mail), addressed to the Guarantor, as follows (and if so given,
shall be deemed given when mailed):

-5-
<PAGE> 6

Georgia Power Company
333 Piedmont Avenue, N.E.
Atlanta, Georgia 30308
Facsimile No: (404) 526-2945
Attention: Corporate Secretary

with a copy to:

Southern Company Services, Inc.
64 Perimeter Center East
Atlanta, Georgia 30346
Facsimile No.: (404) 668-4496
Attention: Corporate Finance Department

Any notice, request or other communication required or permitted to be
given hereunder to the Holders shall be given by the Guarantor in the same
manner as notices sent by the Issuer to the Holders.

SECTION 5.04. The masculine, feminine and neuter genders used
herein shall include the masculine, feminine and neuter genders.

SECTION 5.05. This Guarantee Agreement is solely for the benefit of
the Holders and is not separately transferable from the Preferred Securities.

SECTION 5.06. THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF GEORGIA.

THIS GUARANTEE AGREEMENT is executed as of the day and year first
above written.

Georgia Power Company

By:
-----------------------------
Name:
Title:

-6-

<PAGE> 1
GEORGIA POWER COMPANY
Exhibit 12.1

Computation of ratio of earnings to fixed charges for the
five years ended December 31, 1993
and the twelve months ended September 30, 1994

Twelve
Months
Year ended December 31, Ended
-------------------------------------------------------------- Sept. 30,
1989 1990 1991 1992 1993 1994
---- ---- ---- ---- ---- ----
--------------------------Thousands of Dollars--------------------------
<S> <C> <C> <C> <C> <C> <C>
EARNINGS AS DEFINED IN ITEM 503 OF REGULATION S-K:
Income Before Interest Charges $ 981,336 $ 772,164 $1,009,019 $1,004,886 $1,034,795 $ 916,331
Federal and state income taxes 82,992 99,476 315,507 165,667 266,771 294,654
Deferred income taxes, net 184,465 89,075 52,941 194,748 168,372 109,555
Deferred investment tax credits (8,017) (52) (9,524) (5,704) (18,274) (2,381)
AFUDC - Debt funds 34,421 9,559 10,584 8,459 8,294 11,716
---------- ---------- ---------- ---------- ---------- ----------
Earnings as defined $1,275,197 $ 970,222 $1,378,527 $1,368,056 $1,459,958 $1,329,875
========== ========== ========== ========== ========== ==========

RATIO OF EARNINGS TO FIXED CHARGES 2.58 1.91 2.85 3.15 3.46 3.55
========== ========== ========== ========== ========== ==========
</TABLE>

Note: The above figures have been adjusted to give effect to Georgia Power
Company's 50% ownership of Southern Electric Generating Company.

<PAGE> 2
GEORGIA POWER COMPANY

Computation of ratio of earnings to fixed charges plus preferred
dividend requirements for the five years ended December 31, 1993
and the twelve months ended September 30, 1994

FIXED CHARGES AS DEFINED IN ITEM 503 OF REGULATION S-K:
Interest on long-term debt $ 479,537 $ 483,975 $ 462,415 $ 404,854 $ 345,552 $ 319,226
Interest on interim obligations 1,059 8,512 4,906 9,694 15,530 15,206
Amort of debt disc, premium and expense, net 5,414 5,644 5,784 7,891 14,087 15,573
Other interest charges 8,869 9,404 9,941 12,426 47,393 24,128
---------- ---------- ---------- ---------- ---------- ----------
Fixed charges as defined 494,879 507,535 483,046 434,865 422,562 374,133
Tax deductible preferred dividends 1,805 1,805 1,804 1,804 1,753 1,714
---------- ---------- ---------- ---------- ---------- ----------
496,684 509,340 484,850 436,669 424,315 375,847
---------- ---------- ---------- ---------- ---------- ----------
Non-tax deductible preferred dividends 69,974 64,318 59,897 56,138 48,921 46,324
Ratio of net income before taxes to net income x 1.498 x 1.687 x 1.669 x 1.613 x 1.672 x 1.725
---------- ---------- ---------- ---------- ---------- ----------
Pref dividend requirements before income taxes 104,821 108,504 99,968 90,551 81,796 79,909
---------- ---------- ---------- ---------- ---------- ----------
Fixed charges plus pref dividend requirements $ 601,505 $ 617,844 $ 584,818 $ 527,220 $ 506,111 $ 455,756
========== ========== ========== ========== ========== ==========

RATIO OF EARNINGS TO FIXED CHARGES PLUS
PREFERRED DIVIDEND REQUIREMENTS 2.12 1.57 2.36 2.59 2.88 2.92
========== ========== ========== ========== ========== ==========
</TABLE>

Note: The above figures have been adjusted to give effect to Georgia Power
Company's 50% ownership of Southern Electric Generating Company.

<PAGE> 1
EXHIBIT 23.1

ARTHUR ANDERSEN LLP

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-3 (relating to Georgia Power
Capital, L.P. Preferred Securities, Georgia Power Company Junior Subordinated
Debentures and Georgia Power Company Guarantee with respect to Georgia Power
Capital, L.P. Preferred Securities) of our reports on Georgia Power Company
dated February 16, 1994 included in Georgia Power Company's Form 10-K for the
year ended December 31, 1993 and to all references to our firm included in this
Registration Statement.

/s/ Arthur Andersen LLP

Atlanta, Georgia
November 9, 1994

<PAGE> 1
EXHIBIT 24.1
October 20, 1994

W. L. Westbrook and Wayne Boston

Dear Sirs:

Georgia Power Company proposes to file with the Securities and Exchange
Commission a registration statement or statements on Form S-3 under the
Securities Act of 1933 covering up to $300 million of its Subordinated
Debentures and its Guarantee with respect to Preferred Securities of Georgia
Power Delaware (or Capital), L.P., as well as such Preferred Securities.

Georgia Power Company and the undersigned directors and officers of said
Company, individually as a director and/or as an officer of the Company, hereby
make, constitute and appoint each of you our true and lawful Attorney (with
full power of substitution) for each of us and in each of our names, places and
steads to sign and cause to be filed with the Securities and Exchange
Commission the aforementioned registration statement or statements and
appropriate amendment or amendments thereto (including post-effective
amendments), to be accompanied in each case by a prospectus and any
appropriately amended prospectus or supplement thereto and any necessary
exhibits.

Georgia Power Company hereby authorizes you or any one of you to execute
said registration statement or statements and any amendments thereto (including
post-effective amendments) on its behalf as attorney-in-fact for it and its
authorized officers, and to file the same as aforesaid.
<PAGE> 2
- 2 -

The undersigned directors and officers of Georgia Power Company hereby
authorize you or any one of you to sign said registration statement or
statements on their behalf as attorney-in-fact and to amend, or remedy any
deficiencies with respect to, said registration statement or statements by
appropriate amendment or amendments (including post-effective amendments) and
to file the same as aforesaid.

Yours very truly,

GEORGIA POWER COMPANY

By /s/ H. Allen Franklin
---------------------
H. Allen Franklin
President and Chief Executive
Officer
<PAGE> 3
- 3 -

/s/ Edward L. Addison /s/ G. Joseph Prendergast

/s/ Bennett A. Brown /s/ Herman J. Russell

/s/ A. W. Dahlberg /s/ Gloria M. Shatto

/s/ William A. Fickling, Jr.

/s/ H. Allen Franklin /s/ William Jerry Vereen

/s/ L. G. Hardman III /s/ Thomas R. Williams

/s/ Warren Y. Jobe /s/ C. B. Harreld

/s/ James R. Lientz, Jr. /s/ Judy M. Anderson

/s/ William A. Parker, Jr.

<PAGE> 1

EXHIBIT 25.1

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

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of a Trustee Pursuant to
Section 305(b)(2) / /

TRUST COMPANY BANK
(Exact name of trustee as specified in its charter)

<TABLE>
<S> <C>
GEORGIA BANKING CORPORATION 58-0466330
(Jurisdiction of incorporation or (I.R.S. Employer
organization Identification No.)
if not a U.S. national bank)
25 PARK PLACE, N.E. 30303
ATLANTA, GEORGIA (Zip code)
(Address of principal executive offices)
</TABLE>

BRYAN ECHOLS
TRUST COMPANY BANK
58 EDGEWOOD AVE.
ROOM 400
ATLANTA, GEORGIA 30303
(404) 588-7813
(Name, address and telephone number of agent for service)

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

GEORGIA POWER COMPANY
(Exact name of obligor as specified in its charter)

<TABLE>
<S> <C>
GEORGIA 58-0257110
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
333 PIEDMONT AVENUE, N.E. 30308
ATLANTA, GEORGIA (Zip code)
(Address of principal executive offices)
</TABLE>

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

JUNIOR SUBORDINATED DEBENTURES
(Title of the indenture securities)

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2

ITEM 1. GENERAL INFORMATION.

Furnish the following information as to the trustee --

(a) Name and address of each examining or supervising authority to
which it is subject.

Department of Banking and Finance,
State of Georgia,
Atlanta, Georgia

Federal Reserve Bank of Atlanta
104 Marietta Street, N.W.
Atlanta, Georgia

Federal Deposit Insurance Corporation
Washington, D.C.

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR.

If the obligor is an affiliate of the trustee, describe each such
affiliation.

The obligor is not an affiliate of the trustee.

No responses are included for Items 3 through 12. Responses to those Items
are not required because as provided in Item 13, the obligor is not in default.

ITEM 13. DEFAULTS BY THE OBLIGOR.

(c) State whether there is or has been a default with respect to the
securities under this indenture. Explain the nature of any such default.

There is not and has not been any such default.

(d) If the trustee is a trustee under another indenture under which
any other securities, or certificates of interest or participation in any
other securities, of the obligor are outstanding, or is trustee for more
than one outstanding series of securities under the indenture, state
whether there has been a default under any such indenture or series,
identify the indenture or series affected, and explain the nature of any
such default.

There has not been any such default.

No responses are included for Items 14 and 15. Responses to those Items are
not required because, as provided in Item 13, the obligor is not in default.

1
<PAGE> 3

ITEM 16. LIST OF EXHIBITS.

The additional exhibits listed below are filed herewith. Exhibits, if any,
identified in parentheses are on file with the Commission and are incorporated
herein by reference as exhibits hereto pursuant to Rule 7a-29 under the Trust
Indenture Act of 1939 and Rule 24 of the Commission's Rules of Practice.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER
------
<C> <C> <S>
1 -- A copy of the Articles of Amendment and Restated Articles of Incorporation of the
trustee as now in effect. (Exhibit 1 to Form T-1, Registration No. 22-21018).
2 -- A copy of the certificate of authority of the trustee to commence business.
(Included in Exhibit 1 to Form T-1, Registration No. 22-21018).
3 -- A copy of the authorization of the trustee to exercise trust powers. (Included in
Exhibit 1 to Form T-1, Registration No. 22-21018).
4 -- Bylaws of the Trustee. (Exhibit 4 to Form T-1, Registration No. 33-49283).
5 -- Not applicable.
6 -- Consent of the trustee required by Section 321(b) of the Trust Indenture Act of
1939, as amended.
7 -- Latest report of condition of the trustee published pursuant to law or the
requirements of its supervising or examining authority as of the close of
business on June 30, 1994. (Exhibit 7 to Form T-1, Registration No. 33-55563).
8 -- Not applicable.
9 -- Not applicable.
</TABLE>

NOTE

In answering any item in this Statement of Eligibility which relates to
matters peculiarly within the knowledge of the obligor or any underwriter for
the obligor, the trustee has relied upon information furnished to it by the
obligor or the underwriters and the trustee disclaims responsibility for the
accuracy and completeness of such information.

2
<PAGE> 4

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, Trust Company Bank, a corporation organized and existing under the laws
of the State of Georgia, has duly caused this statement of eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the
City of Atlanta, and State of Georgia, on the 9th day of November, 1994.

TRUST COMPANY BANK

By: /s/ BRYAN ECHOLS
------------------------------------
Bryan Echols
Vice President

By: /s/ M. RUSSELL SMITH, JR.
------------------------------------
M. Russell Smith, Jr.
Vice President

3
<PAGE> 5

EXHIBIT INDEX

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
------ ----------------------------------------------------------------------- ------------
<C> <C> <S> <C>
1 -- A copy of the Articles of Amendment and Restated Articles of
Incorporation of the trustee as now in effect. (Exhibit 1 to Form T-1,
Registration
No. 22-21018)..........................................................
2 -- A copy of the certificate of authority of the trustee to commence
business. (Included in Exhibit 1 to Form T-1, Registration No.
22-21018)..............................................................
3 -- A copy of the authorization of the trustee to exercise trust powers.
(Included in Exhibit 1 to Form T-1, Registration No. 22-21018).........
4 -- Bylaws of the Trustee. (Included in Exhibit 4 to Form T-1, Registration
No. 33-49283)..........................................................
5 -- Not applicable.........................................................
6 -- Consent of the Trustee required by Section 321(b) of the Trust
Indenture Act of 1939, as amended......................................
7 -- Latest report of condition of the trustee published pursuant to law or
the requirements of its supervising or examining authority as of the
close of business on June 30, 1994. (Exhibit 7 to Form T-1,
Registration No. 33-55563).............................................
8 -- Not applicable.........................................................
9 -- Not applicable.........................................................
</TABLE>

4
<PAGE> 6

EXHIBIT 6

5
<PAGE> 7

EXHIBIT 6

CONSENT OF TRUSTEE

Pursuant to the requirements of Section 321(b) of the Trust Indenture Act
of 1939, as amended, in connection with the proposed issue of Junior
Subordinated Debentures by Georgia Power Company, we hereby consent that reports
of examination by Federal, State, Territorial or District authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request therefor.

TRUST COMPANY BANK

By: /s/ BRYAN ECHOLS
------------------------------------
Bryan Echols
Vice President

By: /s/ M. RUSSELL SMITH, JR.
------------------------------------
M. Russell Smith, Jr.
Vice President

Dated: November 9, 1994