Exhibit 4.2







                              ALABAMA POWER COMPANY

                                       TO

                            JPMORGAN CHASE BANK, N.A.
                                     TRUSTEE






                      THIRTY-SECOND SUPPLEMENTAL INDENTURE

                          DATED AS OF JANUARY 18, 2006








                          SERIES FF 5.200% SENIOR NOTES

                              DUE JANUARY 15, 2016








                                                                      <PAGE>



                              TABLE OF CONTENTS(1)
                                                                  PAGE
ARTICLE 1  Series FF Senior Notes
                                                                    2
SECTION 101.  Establishement
                                                                    2
SECTION 102. Definitions
                                                                    3
SECTION 103.  Payment of Principal and Interest
                                                                    4
SECTION 104.  Denominations
                                                                    5
SECTION 105.  Global Securities
                                                                    5
SECTION 106.  Transfer
                                                                    6
SECTION 107.  Redemption at the Company's Option
                                                                    6
ARTICLE 2.  Mis cellaneous Provisions
                                                                    7
SECTION 201.  Recitials by Company
                                                                    7
SECTION 202.  Radification and Incorporation of Original Indenture  7
SECTION 203.  Executed in Counterparts                              7

EXHIBIT A.  FORM OF SERIES FF NOTE                                A-1

EXHIBIT B.  CERTIFICATE OF AUTHENTICATION                         B-1


1 This Table of Contents does not constitute part of the Indenture or have any
bearing upon the interpretation of any of its terms and provisions.

<PAGE>


                  THIS THIRTY-SECOND SUPPLEMENTAL INDENTURE is made as of the
18th day of January, 2006, by and between ALABAMA POWER COMPANY, an Alabama
corporation, 600 North 18th Street, Birmingham, Alabama 35291 (the "Company"),
and JPMORGAN CHASE BANK, N.A. (formerly known as The Chase Manhattan Bank), a
national banking association, 4 New York Plaza, New York, New York 10004 (the
"Trustee").

                              W I T N E S S E T H:

                  WHEREAS, the Company has heretofore entered into a Senior Note
Indenture, dated as of December 1, 1997 (the "Original Indenture"), with the
Trustee, as supplemented by a First Supplemental Indenture, dated as of December
12, 1997 (the "First Supplemental Indenture"), a Second Supplemental Indenture,
dated as of February 26, 1998 (the "Second Supplemental Indenture"), a Third
Supplemental Indenture, dated as of April 23, 1998 (the "Third Supplemental
Indenture"), a Fourth Supplemental Indenture, dated as of August 19, 1998 (the
"Fourth Supplemental Indenture"), a Fifth Supplemental Indenture, dated as of
September 17, 1998 (the "Fifth Supplemental Indenture"), a Sixth Supplemental
Indenture, dated as of September 24, 1998 (the "Sixth Supplemental Indenture"),
a Seventh Supplemental Indenture, dated as of October 15, 1998 (the "Seventh
Supplemental Indenture"), an Eighth Supplemental Indenture, dated as of November
3, 1998 (the "Eighth Supplemental Indenture"), a Ninth Supplemental Indenture,
dated as of November 17, 1998 (the "Ninth Supplemental Indenture"), a Tenth
Supplemental Indenture, dated as of May 26, 1999 (the "Tenth Supplemental
Indenture"), an Eleventh Supplemental Indenture, dated as of August 19, 1999
(the "Eleventh Supplemental Indenture"), a Twelfth Supplemental Indenture, dated
as of September 30, 1999 (the "Twelfth Supplemental Indenture"), a Thirteenth
Supplemental Indenture, dated as of May 18, 2000 (the "Thirteenth Supplemental
Indenture"), a Fourteenth Supplemental Indenture, dated as of August 29, 2001
(the "Fourteenth Supplemental Indenture"), a Fifteenth Supplemental Indenture,
dated as of August 29, 2001 (the "Fifteenth Supplemental Indenture"), a
Sixteenth Supplemental Indenture, dated as of June 28, 2002 (the "Sixteenth
Supplemental Indenture"), a Seventeenth Supplemental Indenture, dated as of
October 22, 2002 (the "Seventeenth Supplemental Indenture"), an Eighteenth
Supplemental Indenture, dated as of November 26, 2002 (the "Eighteenth
Supplemental Indenture"), a Nineteenth Supplemental Indenture, dated as of
December 12, 2002 (the "Nineteenth Supplemental Indenture"), a Twentieth
Supplemental Indenture, dated as of February 19, 2003 (the "Twentieth
Supplemental Indenture"), a Twenty-First Supplemental Indenture, dated as of
February 19, 2003 (the "Twenty-First Supplemental Indenture"), a Twenty-Second
Supplemental Indenture, dated as of March 14, 2003 (the "Twenty-Second
Supplemental Indenture"), a Twenty-Third Supplemental Indenture, dated as of
April 23, 2003 (the "Twenty-Third Supplemental Indenture"), a Twenty-Fourth
Supplemental Indenture, dated as of May 7, 2003 (the "Twenty-Fourth Supplemental
Indenture"), a Twenty-Fifth Supplemental Indenture, dated as of November 20,
2003 (the "Twenty-Fifth Supplemental Indenture"), a Twenty-Sixth

<PAGE>



Supplemental Indenture, dated as of February 17, 2004 (the "Twenty-Sixth
Supplemental Indenture"), a Twenty-Seventh Supplemental Indenture, dated as of
April 21, 2004 (the "Twenty-Seventh Supplemental Indenture"), a Twenty-Eighth
Supplemental Indenture, dated as of August 25, 2004 (the "Twenty-Eighth
Supplemental Indenture), a Twenty-Ninth Supplemental Indenture, dated as of
November 16, 2004 (the "Twenty-Ninth Supplemental Indenture"), a Thirtieth
Supplemental Indenture, dated as of March 16, 2005 (the "Thirtieth Supplemental
Indenture") and a Thirty-First Supplemental Indenture, dated as of January 18,
2006 (the "Thirty-First Supplemental Indenture");

                  WHEREAS, the Original Indenture is incorporated herein by this
reference and the Original Indenture, as heretofore supplemented and as further
supplemented by this Thirty-Second Supplemental Indenture, is herein called the
"Indenture";

                  WHEREAS, under the Original Indenture, a new series of Senior
Notes may at any time be established pursuant to a supplemental indenture
executed by the Company and the Trustee;

                  WHEREAS, the Company proposes to create under the Indenture a
new series of Senior Notes;

                  WHEREAS, additional Senior Notes of other series hereafter
established, except as may be limited in the Original Indenture as at the time
supplemented and modified, may be issued from time to time pursuant to the
Indenture as at the time supplemented and modified; and

                  WHEREAS, all conditions necessary to authorize the execution
and delivery of this Thirty-Second Supplemental Indenture and to make it a valid
and binding obligation of the Company have been done or performed.

                  NOW, THEREFORE, in consideration of the agreements and
obligations set forth herein and for other good and valuable consideration, the
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:

                                    ARTICLE 1

                             Series FF Senior Notes

         SECTION 101. Establishment. There is hereby established a new series of
Senior Notes to be issued under the Indenture, to be designated as the Company's
Series FF 5.200% Senior Notes due January 15, 2016 (the "Series FF Notes").

         There are to be authenticated and delivered $200,000,000 aggregate
principal amount of Series FF Notes, and such principal amount of the Series FF
Notes may be increased from time to time pursuant to Section 301 of the Original
Indenture. All Series FF Notes need not be issued at the same time and such
series may be reopened at any time, without the consent of any Holder, for
issuances of additional Series FF Notes. Any such additional Series FF Notes
will have the same interest rate, maturity and other terms as those initially
issued. No Series FF Notes shall be authenticated and delivered in excess of the
principal amount as so increased except as provided by Sections 203, 303, 304,
907 or 1107 of the Original Indenture. The Series FF Notes shall be issued in
definitive fully registered form.

         The Series FF Notes shall be issued in the form of one or more Global
Securities in substantially the form set out in Exhibit A hereto. The Depositary
with respect to the Series FF Notes shall be The Depository Trust Company.

         The form of the Trustee's Certificate of Authentication for the Series
FF Notes shall be in substantially the form set forth in Exhibit B hereto.

         Each Series FF Note shall be dated the date of authentication thereof
and shall bear interest from the date of original issuance thereof or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for.

         The Series FF Notes will not have a sinking fund.

         SECTION 102. Definitions. The following defined terms used herein
shall, unless the context otherwise requires, have the meanings specified below.
Capitalized terms used herein for which no definition is provided herein shall
have the meanings set forth in the Original Indenture.

         "Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Series FF Notes to be redeemed that would be utilized,
at the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Series FF Notes.

         "Comparable Treasury Price" means, with respect to any Redemption Date,
(i) the average of the Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (ii) if the Company obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such quotations.

         "Independent Investment Banker" means an independent investment banking
institution of national standing appointed by the Company and reasonably
acceptable to the Trustee.

         "Interest Payment Dates" means January 15 and July 15 of each year,
commencing July 15, 2006.

         "Original Issue Date" means January 18, 2006.

         "Reference Treasury Dealer" means a primary U.S. Government securities
dealer in New York City appointed by the Company and reasonably acceptable to
the Trustee.

         "Reference Treasury Dealer Quotation" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Company, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount and quoted in
writing to the Company by such Reference Treasury Dealer at 5:00 p.m. on the
third Business Day in New York City preceding such Redemption Date).

         "Regular Record Date" means, with respect to each Interest Payment
Date, the close of business on the 15th calendar day preceding such Interest
Payment Date (whether or not a Business Day).

         "Stated Maturity" means January 15, 2016.

         "Treasury Yield" means, with respect to any Redemption Date, the rate
per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date.

         SECTION 103. Payment of Principal and Interest. The principal of the
Series FF Notes shall be due at Stated Maturity (unless earlier redeemed). The
unpaid principal amount of the Series FF Notes shall bear interest at the rate
of 5.200% per annum until paid or duly provided for. Interest shall be paid
semiannually in arrears on each Interest Payment Date to the Person in whose
name the Series FF Notes are registered on the Regular Record Date for such
Interest Payment Date, provided that interest payable at the Stated Maturity of
principal or on a Redemption Date as provided herein will be paid to the Person
to whom principal is payable. Any such interest that is not so punctually paid
or duly provided for will forthwith cease to be payable to the Holders on such
Regular Record Date and may either be paid to the Person or Persons in whose
name the Series FF Notes are registered at the close of business on a Special
Record Date for the payment of such defaulted interest to be fixed by the
Trustee, notice whereof shall be given to Holders of the Series FF Notes not
less than ten (10) days prior to such Special Record Date, or be paid at any
time in any other lawful manner not inconsistent with the requirements of any
securities exchange, if any, on which the Series FF Notes shall be listed, and
upon such notice as may be required by any such exchange, all as more fully
provided in the Original Indenture.

         Payments of interest on the Series FF Notes will include interest
accrued to but excluding the respective Interest Payment Dates. Interest
payments for the Series FF Notes shall be computed and paid on the basis of a
360-day year of twelve 30-day months. In the event that any date on which
interest is payable on the Series FF Notes 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), with the same force and effect as if made on the date the
payment was originally payable.

         Payment of the principal and interest due at the Stated Maturity or
earlier redemption of the Series FF Notes shall be made upon surrender of the
Series FF Notes at the Corporate Trust Office of the Trustee. The principal of
and interest on the Series FF Notes shall be paid in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts. Payments of interest (including interest on
any Interest Payment Date) will be made, subject to such surrender where
applicable, at the option of the Company, (i) by check mailed to the address of
the Person entitled thereto as such address shall appear in the Security
Register or (ii) by wire transfer or other electronic transfer at such place and
to such account at a banking institution in the United States as may be
designated in writing to the Trustee at least sixteen (16) days prior to the
date for payment by the Person entitled thereto.

         SECTION 104. Denominations. The Series FF Notes may be issued in
denominations of $1,000, or any integral multiple thereof.

         SECTION 105. Global Securities. The Series FF Notes will be issued in
the form of one or more Global Securities registered in the name of the
Depositary (which shall be The Depository Trust Company) or its nominee. Except
under the limited circumstances described below, Series FF Notes represented by
the Global Security will not be exchangeable for, and will not otherwise be
issuable as, Series FF Notes in definitive form. The Global Securities described
above may not be transferred except by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or to a successor Depositary or its nominee.

         Owners of beneficial interests in such a Global Security will not be
considered the Holders thereof for any purpose under the Indenture, and no
Global Security representing a Series FF Note shall be exchangeable, except for
another Global Security of like denomination and tenor to be registered in the
name of the Depositary or its nominee or to a successor Depositary or its
nominee. The rights of Holders of such Global Security shall be exercised only
through the Depositary.

         Subject to the procedures of the Depositary, a Global Security shall be
exchangeable for Series FF Notes registered in the names of persons other than
the Depositary or its nominee only if (i) the Depositary notifies the Company
that it is unwilling or unable to continue as a Depositary for such Global
Security and no successor Depositary shall have been appointed by the Company,
or if at any time the Depositary ceases to be a clearing agency registered under
the Securities Exchange Act of 1934, as amended, at a time when the Depositary
is required to be so registered to act as such Depositary and no successor
Depositary shall have been appointed by the Company, in each case within 90 days
after the Company receives such notice or becomes aware of such cessation, (ii)
the Company 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 the Series FF Notes. Any Global Security that is exchangeable
pursuant to the preceding sentence shall be exchangeable for Series FF Notes
registered in such names as the Depositary shall direct.

         SECTION 106. Transfer No service charge will be made for any transfer
or exchange of Series FF Notes, but payment will be required of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
therewith.

         The Company shall not be required (a) to issue, transfer or exchange
any Series FF Notes during a period beginning at the opening of business fifteen
(15) days before the date of the mailing of a notice pursuant to Section 1104 of
the Original Indenture identifying the serial numbers of the Series FF Notes to
be called for redemption, and ending at the close of business on the day of the
mailing, or (b) to transfer or exchange any Series FF Notes theretofore selected
for redemption in whole or in part, except the unredeemed portion of any Series
FF Notes redeemed in part.

         SECTION 107. Redemption at the Company's Option. The Series FF Notes
will be subject to redemption at the option of the Company in whole or in part
at any time and from time to time upon not less than 30 nor more than 60 days'
notice. The Company shall have the right to redeem the Series FF Notes in whole
or in part at a redemption price (the "Redemption Price") equal to the greater
of (i) 100% of the principal amount of the Series FF Notes to be redeemed, or
(ii) the sum of the present values of the remaining scheduled payments of
principal and interest on the Series FF Notes being redeemed discounted to the
Redemption Date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at a discount rate equal to the Treasury Yield plus 15
basis points, plus, in each case, accrued interest thereon to the Redemption
Date.

         In the event of redemption of the Series FF Notes in part only, a new
Series FF Note or Notes for the unredeemed portion will be issued in the name or
names of the Holders thereof upon the surrender thereof.

         Notice of redemption shall be given as provided in Section 1104 of the
Original Indenture except that any notice of redemption shall not specify the
Redemption Price but only the manner of calculation thereof. The Trustee shall
not be responsible for the calculation of the Redemption Price. The Company
shall calculate the Redemption Price and promptly notify the Trustee thereof.

         Any redemption of less than all of the Series FF Notes shall, with
respect to the principal thereof, be divisible by $1,000.

                                    ARTICLE 2

                            Miscellaneous Provisions

         SECTION 201. Recitals by Company The recitals in this Thirty-Second
Supplemental Indenture are made by the Company only and not by the Trustee, and
all of the provisions contained in the Original Indenture in respect of the
rights, privileges, immunities, powers and duties of the Trustee shall be
applicable in respect of Series FF Notes and of this Thirty-Second Supplemental
Indenture as fully and with like effect as if set forth herein in full.

         SECTION 202. Ratification and Incorporation of Original Indenture. As
heretofore supplemented and as supplemented hereby, the Original Indenture is in
all respects ratified and confirmed, and the Original Indenture, the First
Supplemental Indenture, the Second Supplemental Indenture, the Third
Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth
Supplemental Indenture, the Sixth Supplemental Indenture, the Seventh
Supplemental Indenture, the Eighth Supplemental Indenture, the Ninth
Supplemental Indenture, the Tenth Supplemental Indenture, the Eleventh
Supplemental Indenture, the Twelfth Supplemental Indenture, the Thirteenth
Supplemental Indenture, the Fourteenth Supplemental Indenture, the Fifteenth
Supplemental Indenture, the Sixteenth Supplemental Indenture, the Seventeenth
Supplemental Indenture, the Eighteenth Supplemental Indenture, the Nineteenth
Supplemental Indenture, the Twentieth Supplemental Indenture, the Twenty-First
Supplemental Indenture, the Twenty-Second Supplemental Indenture, the
Twenty-Third Supplemental Indenture, the Twenty-Fourth Supplemental Indenture,
the Twenty-Fifth Supplemental Indenture, the Twenty-Sixth Supplemental
Indenture, the Twenty-Seventh Supplemental Indenture, the Twenty-Eighth
Supplemental Indenture, the Twenty-Ninth Supplemental Indenture, the Thirtieth
Supplemental Indenture, the Thirty-First Supplemental Indenture and this
Thirty-Second Supplemental Indenture shall be read, taken and construed as one
and the same instrument.

         SECTION 203. Executed in Counterparts. This Thirty-Second Supplemental
Indenture may be simultaneously executed in several counterparts, each of which
shall be deemed to be an original, and such counterparts shall together
constitute but one and the same instrument.


<PAGE>



         IN WITNESS WHEREOF, each party hereto has caused this instrument to be
signed in its name and behalf by its duly authorized officers, all as of the day
and year first above written.



ATTEST:                              ALABAMA POWER COMPANY







By:                                By:
   --------------------------         ------------------------------------
         Assistant Secretary            Art P. Beattie
                                        Executive Vice President,
                                        Chief Financial Officer and
                                        Treasurer




ATTEST:                                JPMORGAN CHASE BANK, N.A.,
                                          as Trustee


                                       By:          Trust Officer
   ---------------------------            ----------------------------------
   Carol Ng                                          Vice President



<PAGE>





                   EXHIBIT A - FORM OF SERIES AA SENIOR NOTES

                             FORM OF SERIES FF NOTE



NO. __                                             CUSIP NO. 010392 ER 5



                              ALABAMA POWER COMPANY

                          SERIES FF 5.200% SENIOR NOTE

                              DUE JANUARY 15, 2016

    Principal Amount:              $__________________
    Regular Record Date:           15th  calendar day prior to Interest
                                   Payment Date  (whether
                                   or not a Business Day)
    Original Issue Date:           January 18, 2006
    Stated Maturity:               January 15, 2016
    Interest Payment Dates:        January 15 and July 15
    Interest Rate:                 5.200%
    Authorized Denomination:       $1,000 or any integral multiple thereof


         Alabama Power Company, an Alabama corporation (the "Company", which
term includes any successor corporation under the Indenture referred to on the
reverse hereof), for value received, hereby promises to pay to
___________________________________________, or registered assigns, the
principal sum of ____________________________________________ DOLLARS
($______________) on the Stated Maturity shown above (or upon earlier
redemption), and to pay interest thereon from the Original Issue Date shown
above, or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semiannually in arrears on each Interest Payment Date
as specified above, commencing on July 15, 2006, and on the Stated Maturity (or
upon earlier redemption) at the rate per annum shown above until the principal
hereof is paid or made available for payment and on any overdue principal and on
any overdue installment of interest. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date (other than an Interest
Payment Date that is the Stated Maturity or on a Redemption Date) will, as
provided in such Indenture, be paid to the Person in whose name this Note (the
"Note") is registered at the close of business on the Regular Record Date as
specified above next preceding such Interest Payment Date, provided that any
interest payable at the Stated Maturity or on any Redemption Date will be paid
to the Person to whom principal is payable. Except as otherwise provided in the
Indenture, any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Note is registered at the close
of business on a Special Record Date for the payment of such defaulted interest
to be fixed by the Trustee, notice whereof shall be given to Holders of Notes of
this series not less than 10 days prior to such Special Record Date, or be paid
at any time in any other lawful manner not inconsistent with the requirements of
any securities exchange, if any, on which the Notes of this series shall be
listed, and upon such notice as may be required by any such exchange, all as
more fully provided in the Indenture.

         Payments of interest on this Note will include interest accrued to but
excluding the respective Interest Payment Dates. Interest payments for this Note
shall be computed and paid on the basis of a 360-day year of twelve 30-day
months. In the event that any Interest Payment Date would otherwise be a day
that 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), with the same force and
effect as if made on the date the payment was originally payable. A "Business
Day" shall mean any day other than a Saturday or a Sunday or a day on which
banking institutions in New York City are authorized or required by law or
executive order to remain closed or a day on which the Corporate Trust Office of
the Trustee is closed for business.

         Payment of the principal of and interest due at the Stated Maturity or
earlier redemption of the Series FF Notes shall be made upon surrender of the
Series FF Notes at the Corporate Trust Office of the Trustee. The principal of
and interest on the Series FF Notes shall be paid in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts. Payment of interest (including interest on
an Interest Payment Date) will be made, subject to such surrender where
applicable, at the option of the Company, (i) by check mailed to the address of
the Person entitled thereto as such address shall appear in the Security
Register or (ii) by wire transfer or other electronic transfer at such place and
to such account at a banking institution in the United States as may be
designated in writing to the Trustee at least 16 days prior to the date for
payment by the Person entitled thereto.

         REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

         Unless the certificate of authentication hereon has been executed by
the Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.



<PAGE>


         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

Dated:


                               ALABAMA POWER COMPANY



                               By:
                                  -----------------------------------------
                                         Vice President

Attest:



         Assistant Secretary



                  {Seal of ALABAMA POWER COMPANY appears here}





<PAGE>


                          CERTIFICATE OF AUTHENTICATION



         This is one of the Senior Notes referred to in the within-mentioned
Indenture.



                            JPMORGAN CHASE BANK, N.A.

                                     as Trustee




                                   By:
                                         --------------------------------
Authorized Officer



<PAGE>


                             (Reverse Side of Note)

         This Note is one of a duly authorized issue of Senior Notes of the
Company (the "Notes"), issued and issuable in one or more series under a Senior
Note Indenture, dated as of December 1, 1997, as supplemented (the "Indenture"),
between the Company and JPMorgan Chase Bank, N.A. (formerly known as The Chase
Manhattan Bank), Trustee (the "Trustee," which term includes any successor
trustee under the Indenture), to which Indenture and all indentures incidental
thereto reference is hereby made for a statement of the respective rights,
limitation of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Notes issued thereunder and of the terms upon
which said Notes are, and are to be, authenticated and delivered. This Note is
one of the series designated on the face hereof as Series FF 5.200% Senior Notes
due January 15, 2016 (the "Series FF Notes") which is unlimited in aggregate
principal amount. Capitalized terms used herein for which no definition is
provided herein shall have the meanings set forth in the Indenture.



         The Series FF Notes will be subject to redemption at the option of the
Company in whole or in part at any time and from time to time upon not less than
30 nor more than 60 days' notice. The Company shall have the right to redeem the
Series FF Notes in whole or in part at a redemption price (the "Redemption
Price") equal to the greater of (i) 100% of the principal amount of the Series
FF Notes to be redeemed, or (ii) the sum of the present values of the remaining
scheduled payments of principal and interest on the Series FF Notes being
redeemed discounted to the Redemption Date on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months) at a discount rate equal to the
Treasury Yield (as defined below) plus 15 basis points, plus, in each case,
accrued interest thereon to the Redemption Date.



         "Treasury Yield" means, with respect to any Redemption Date, the rate
per annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such Redemption Date.



         "Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Series FF Notes to be redeemed that would be utilized,
at the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Series FF Notes.



         "Comparable Treasury Price" means, with respect to any Redemption Date,
(i) the average of the Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (ii) if the Company obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such quotations.



         "Independent Investment Banker" means an independent investment banking
institution of national standing appointed by the Company and reasonably
acceptable to the Trustee.



         "Reference Treasury Dealer" means a primary U.S. Government securities
dealer in New York City appointed by the Company and reasonably acceptable to
the Trustee.



         "Reference Treasury Dealer Quotation" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Company, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount and quoted in
writing to the Company by such Reference Treasury Dealer at 5:00 p.m. on the
third Business Day in New York City preceding such Redemption Date).



         The Trustee shall not be responsible for the calculation of the
Redemption Price. The Company shall calculate the Redemption Price and promptly
notify the Trustee thereof.


         In the event of redemption of this Note in part only, a new Note or
Notes of this Series for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the surrender hereof. The Series FF Notes will
not have a sinking fund.


         If an Event of Default with respect to the Notes of this series shall
occur and be continuing, the principal of the Notes of this series may be
declared due and payable in the manner, with the effect and subject to the
conditions provided in the Indenture.


         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes of each series to be affected
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of not less than a majority in principal amount of the Notes at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Notes of each series at the time Outstanding, on behalf of the Holders of
all Notes of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Note shall
be conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Note.


         No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency, herein prescribed.



         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registerable in the Security Register,
upon surrender of this Note for registration of transfer at the office or agency
of the Company for such purpose, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar and duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes of this series, of
authorized denominations and of like tenor and for the same aggregate principal
amount, will be issued to the designated transferee or transferees. No service
charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.



         Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.



         The Notes of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Notes of this series are exchangeable for a like aggregate principal amount of
Notes of this series of a different authorized denomination, as requested by the
Holder surrendering the same upon surrender of the Note or Notes to be exchanged
at the office or agency of the Company.



         This Note shall be governed by, and construed in accordance with, the
internal laws of the State of New York.



<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM-             as tenants in      UNIF GIFT MIN ACT-  ___ Custodian_____
                     common

(Cust) (Minor)
TEN ENT-             as tenants by the
                     entireties
                                                       under Uniform Gifts to
JT TEN-              as joint tenants                  Minors Act
                     with right of
                     survivorship and
                     not as tenants
                     in common                           ____________________

                                                                       (State)
                    Additional abbreviations may also be used

                          though not on the above list.

         FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto



(please insert Social Security or other identifying number of assignee)

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF
 ASSIGNEE





the within Note and all rights thereunder, hereby irrevocably constituting and
appointing




agent to transfer said Note on the books of the Company, with full power of
substitution in the premises.

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


NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular without
alteration or enlargement, or any change whatever.



<PAGE>




                   EXHIBIT B - CERTIFICATE OF A AUTHENTICATION


                          CERTIFICATE OF AUTHENTICATION



         This is one of the Senior Notes referred to in the within-mentioned
Indenture.



                            JPMORGAN CHASE BANK, N.A.
                                   as Trustee


                                             By:
                                                 Authorized Officer