Exhibit 4.2

                             SOUTHERN POWER COMPANY

                 4.875% Senior Notes, Series C due July 15, 2015


                          REGISTRATION RIGHTS AGREEMENT


                                                              New York, New York
                                                                    July 8, 2003


Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York  10013

Lehman Brothers Inc.
745 Seventh Avenue
New York, New York  10019

    As Representatives of the Initial Purchasers

Ladies and Gentlemen:

         Southern Power Company, a corporation organized under the laws of the
State of Delaware (the "Company"), proposes to issue and sell, severally and not
jointly, to Citigroup Global Markets Inc., Lehman Brothers Inc., Mizuho
International plc, Tokyo-Mitsubishi International plc, Barclays Capital Inc.,
Commerzbank Capital Markets Corp., ING Financial Markets LLC and Scotia Capital
(USA) Inc. (the "Initial Purchasers"), upon the terms set forth in a purchase
agreement, dated July 1, 2003 (the "Purchase Agreement"), $575,000,000 aggregate
principal amount of its 4.875% Senior Notes, Series C due 2015 (the
"Securities"), relating to the initial placement of the Securities (the "Initial
Placement"). To induce the Initial Purchasers to enter into the Purchase
Agreement and to satisfy a condition of your obligations thereunder, the Company
agrees with you for your benefit and the benefit of the holders from time to
time of the Securities (including the Initial Purchasers) (each a "Holder" and,
together, the "Holders"), as follows:

         1. Definitions. Each of the capitalized terms used herein without
definition shall have the meaning set forth in the Purchase Agreement. As used
in this Agreement, the following capitalized defined terms shall have the
following meanings:

         "Act" shall mean the Securities Act of 1933, as amended, and the rules
and regulations of the Commission promulgated thereunder.

         "Affiliate" of any specified Person shall mean any other Person that,
directly or indirectly, is in control of, is controlled by, or is under common
control with, such specified Person. For purposes of this definition, control of
a Person shall mean the power, direct or indirect, to direct or cause the
direction of the management and policies of such Person whether by contract or
otherwise; and the terms "controlling" and "controlled" shall have meanings
correlative to the foregoing.

         "Broker-Dealer" shall mean any broker or dealer registered as such
under the Exchange Act.

         "Business Day" shall mean any day other than a Saturday, a Sunday or a
legal holiday or a day on which banking institutions or trust companies are
authorized or obligated by law to close in New York City.

         "Commission" shall mean the Securities and Exchange Commission.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated thereunder.

         "Exchange Offer Registration Period" shall mean the 270-day period
following the consummation of the Registered Exchange Offer, exclusive of any
period during which any stop order shall be in effect suspending the
effectiveness of the Exchange Offer Registration Statement.

         "Exchange Offer Registration Statement" shall mean a registration
statement of the Company on an appropriate form under the Act with respect to
the Registered Exchange Offer, all amendments and supplements to such
registration statement, including post-effective amendments thereto, in each
case including the Prospectus contained therein, all exhibits thereto and any
material incorporated by reference therein.

         "Exchanging Dealer" shall mean any Holder (which may include any
Initial Purchaser) that is a Broker-Dealer and elects to exchange for New
Securities any Securities that it acquired for its own account as a result of
market-making activities or other trading activities (but not directly from the
Company or any Affiliate of the Company) for New Securities.

         "Holder" shall have the meaning set forth in the preamble hereto.

         "Indenture" shall mean the Indenture dated as of June 1, 2002, between
the Company and The Bank of New York, as trustee, as the same may be amended or
supplemented from time to time in accordance with the terms thereof.

         "Initial Placement" shall have the meaning set forth in the preamble
hereto.

         "Initial Purchasers" shall have the meaning set forth in the preamble
hereto.

         "Majority Holders" shall mean the Holders of a majority of the
aggregate principal amount of Securities registered under a Registration
Statement.

         "Managing Underwriters" shall mean the investment banker or investment
bankers and manager or managers that shall administer an underwritten offering
of the Securities offered pursuant to a Shelf Registration Statement.

         "New Securities" shall mean debt securities of the Company issued under
the Indenture that are registered under the Act and are identical in all
material respects to each series of the Securities (except that the interest
rate step-up provisions and the transfer restrictions shall be modified or
eliminated, as appropriate).

         "Offering Memorandum" shall have the meaning set forth in the Purchase
Agreement.

         "Prospectus" shall mean the prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A under the Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Securities or the New Securities covered by such
Registration Statement, and all amendments and supplements thereto and any
material incorporated by reference therein.

         "Purchase Agreement" shall have the meaning set forth in the preamble
hereto.

         "Registered Exchange Offer" shall mean the proposed offer of the
Company to issue and deliver to the Holders of the Securities that are not
prohibited by any law or policy of the Commission from participating in such
offer, in exchange for the Securities, a like aggregate principal amount of the
New Securities.

         "Registration Statement" shall mean any Exchange Offer Registration
Statement or Shelf Registration Statement that covers any of the Securities or
the New Securities pursuant to the provisions of this Agreement, any amendments
and supplements to such registration statement, including post-effective
amendments (in each case including the Prospectus contained therein), all
exhibits thereto and any material incorporated by reference therein.

         "Securities" shall have the meaning set forth in the preamble hereto.

         "Shelf Registration" shall mean a registration effected pursuant to
Section 3 hereof.

         "Shelf Registration Period" has the meaning set forth in Section 3(b)
hereof.

         "Shelf Registration Statement" shall mean a "shelf" registration
statement of the Company pursuant to the provisions of Section 3 hereof which
covers some or all of the Securities or New Securities, as applicable, on an
appropriate form under Rule 415 under the Act, or any similar rule that may be
adopted by the Commission, amendments and supplements to such registration
statement, including post-effective amendments, in each case including the
Prospectus contained therein, all exhibits thereto and any material incorporated
by reference therein.

         "Transfer Restricted Security" means each Security until: (i) the date
on which that Security has been exchanged by a person other than a broker-dealer
for a freely transferable New Security in the Registered Exchange Offer; (ii)
following the exchange by a Broker-Dealer in the Registered Exchange Offer of a
Security for a New Security, the date on which that New Security is sold to a
purchaser who receives from that Broker-Dealer on or prior to the date of that
sale a copy of the Prospectus constituting part of the Exchange Offer
Registration Statement; (iii) the date on which that Security has been
effectively registered under the Act and disposed of in accordance with the
Shelf Registration Statement; or (iv) the date on which that Security is
distributed to the public pursuant to Rule 144 under the Act or becomes freely
tradeable pursuant to Rule 144(k) under the Act.

         "Trustee" shall mean the trustee with respect to the Securities under
the Indenture.

         2. Registered Exchange Offer.

                  (a) To the extent not prohibited by any applicable law or
         applicable interpretation of the Commission, the Company shall use its
         best efforts to consummate the Registered Exchange Offer within 270
         days of the date of the original issuance of the Securities (or if such
         270th day is not a Business Day, the next succeeding Business Day).

                  (b) Upon the effectiveness of the Exchange Offer Registration
         Statement, the Company shall promptly commence the Registered Exchange
         Offer, it being the objective of such Registered Exchange Offer to
         enable each Holder of Transfer Restricted Securities electing to
         exchange those Transfer Restricted Securities for New Securities
         (assuming that such Holder is not an Affiliate of the Company, acquires
         the New Securities in the ordinary course of such Holder's business,
         has no arrangements with any Person to participate in the distribution
         of the New Securities and is not prohibited by any law or policy of the
         Commission from participating in the Registered Exchange Offer ) to
         trade such New Securities from and after their receipt without any
         limitations or restrictions under the Act and without material
         restrictions under the securities laws of a substantial proportion of
         the several states of the United States.

                  (c) In connection with the Registered Exchange Offer, the
         Company shall:

                           (i) mail to each Holder a copy of the Prospectus
                  forming part of the Exchange Offer Registration Statement,
                  together with an appropriate letter of transmittal and related
                  documents;

                           (ii) keep the Registered Exchange Offer open for not
                  less than 20 Business Days and not more than 30 Business Days
                  after the date notice thereof is mailed to the Holders (or, in
                  each case, longer if required by applicable law);

                           (iii) use its best efforts to keep the Exchange Offer
                  Registration Statement continuously effective under the Act,
                  supplemented and amended as required, under the Act to ensure
                  that it is available for sales of New Securities by Exchanging
                  Dealers during the Exchange Offer Registration Period;

                           (iv) utilize the services of a depositary for the
                  Registered Exchange Offer with an address in the Borough of
                  Manhattan in New York City, which may be the Trustee or an
                  Affiliate of the Trustee;

                           (v) permit Holders to withdraw tendered Securities at
                  any time prior to the close of business, New York time, on the
                  last Business Day on which the Registered Exchange Offer is
                  open;

                           (vi) prior to effectiveness of the Exchange Offer
                  Registration Statement, provide a supplemental letter to the
                  Commission (A) stating that the Company is conducting the
                  Registered Exchange Offer in reliance on the position of the
                  Commission in Exxon Capital Holdings Corporation (pub. avail.
                  May 13, 1988) and Morgan Stanley and Co., Inc. (pub. avail.
                  June 5, 1991); and (B) including a representation that the
                  Company has not entered into any arrangement or understanding
                  with any Person to distribute the New Securities to be
                  received in the Registered Exchange Offer and that, to the
                  best of the Company's information and belief, each Holder
                  participating in the Registered Exchange Offer is acquiring
                  the New Securities in the ordinary course of business and has
                  no arrangement or understanding with any Person to participate
                  in the distribution of the New Securities; and

                           (vii) comply in all material respects with all
                  applicable laws.

                  (d) As soon as practicable after the close of the Registered
         Exchange Offer, the Company shall:

                           (i) accept for exchange all Securities tendered and
                  not validly withdrawn pursuant to the Registered Exchange
                  Offer;

                           (ii) deliver to the Trustee for cancellation in
                  accordance with Section 4(q) herein all Securities so accepted
                  for exchange; and

                           (iii) cause the Trustee promptly to authenticate and
                  deliver to each Holder of Securities a principal amount of New
                  Securities equal to the principal amount of the Securities of
                  such Holder so accepted for exchange.

                  (e) Each Holder hereby acknowledges and agrees that any
         Broker-Dealer and any such Holder using the Registered Exchange Offer
         to participate in a distribution of the New Securities (x) could not
         under Commission policy as in effect on the date of this Agreement rely
         on the position of the Commission in Morgan Stanley and Co., Inc. (pub.
         avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub.
         avail. May 13, 1988), as interpreted in the Commission's letter to
         Shearman & Sterling dated July 2, 1993 and similar no-action letters;
         and (y) must comply with the registration and prospectus delivery
         requirements of the Act in connection with any secondary resale
         transaction and must be covered by an effective registration statement
         containing the selling security holder information required by Item 507
         or 508, as applicable, of Regulation S-K under the Act if the resales
         are of New Securities obtained by such Holder in exchange for
         Securities acquired by such Holder directly from the Company or one of
         its Affiliates. Accordingly, each Holder participating in the
         Registered Exchange Offer shall be required to represent to the Company
         that, at the time of the consummation of the Registered Exchange Offer:

                           (i) any New Securities received by such Holder will
                  be acquired in the ordinary course of business;

                           (ii) such Holder will have no arrangement or
                  understanding with any Person to participate in the
                  distribution of the Securities or the New Securities within
                  the meaning of the Act;

                           (iii) such Holder is not an Affiliate of the Company;

                           (iv) if that Holder is not a Broker-Dealer, that it
                  is not engaged in, and does not intend to engage in, any
                  distribution of the New Securities; and

                           (v) if that Holder is a Broker-Dealer, that it will
                  receive New Securities for its own account in exchange for
                  Securities that were acquired as a result of market-making
                  activities or other trading activities and that it will
                  deliver a Prospectus in connection with any resale of those
                  New Securities.

                  (f) Notwithstanding any other provisions hereof, the Company
         will ensure that (i) any Exchange Offer Registration Statement and any
         amendment thereto and any Prospectus forming a part thereof and any
         supplement thereto complies in all material respects with the Act and
         the rules and regulations thereunder, (ii) any Exchange Offer
         Registration Statement and any amendment thereto does not, when it
         becomes effective, 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 not misleading and (iii) any
         Prospectus forming part of any Exchange Offer Registration Statement,
         and any supplement to such Prospectus, does not include an untrue
         statement of a material fact or omit to state a material fact required
         to be stated therein or necessary in order to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading.

                  (g) If following the date hereof there has been announced a
         change in Commission policy with respect to exchange offers that in the
         reasonable opinion of counsel to the Company raises a substantial
         question as to whether the Registered Exchange Offer is permitted by
         applicable federal law, the Company will seek a no-action letter or
         other favorable decision from the Commission allowing the Company to
         consummate the Registered Exchange Offer. The Company will pursue the
         issuance of such a decision to the Commission staff level. In
         connection with the foregoing, the Company will take all such other
         actions as may be requested by the Commission or otherwise required in
         connection with the issuance of such decision, including without
         limitation (i) participating in telephonic conferences with the
         Commission, (ii) delivering to the Commission staff an analysis
         prepared by counsel to the Company setting forth the legal bases, if
         any, upon which such counsel has concluded that the Registered Exchange
         Offer should be permitted and (iii) diligently pursuing a resolution
         (which need not be favorable) by the Commission staff.

         3. Shelf Registration.

                  (a) If (i) due to any change in law or applicable
         interpretations thereof by the Commission's staff, the Company
         determines upon the advice of its outside counsel that it is not
         permitted to effect the Registered Exchange Offer as contemplated by
         Section 2 hereof;

                           (ii) for any other reason the Registered Exchange
                  Offer is not consummated within 270 days of the date hereof;

                           (iii) any Initial Purchaser so requests with respect
                  to Securities that are not eligible to be exchanged for New
                  Securities in the Registered Exchange Offer and that are held
                  by it following consummation of the Registered Exchange Offer;

                           (iv) any Holder (other than an Exchanging Dealer) is
                  not eligible to participate in the Registered Exchange Offer
                  under applicable law or applicable policies of the Commission;
                  or

                           (v) any Holder (other than an Exchanging Dealer) that
                  participates in the Registered Exchange Offer does not receive
                  freely tradeable New Securities on the date of the exchange
                  for validly tendered (and not withdrawn) Transfer Restricted
                  Securities, the Company shall effect a Shelf Registration
                  Statement in accordance with subsection (b) below (the date on
                  which any of the conditions described in the foregoing clauses
                  (i) through (v) occur, including in the case of clauses (iii),
                  (iv) and (v) the receipt of the required notice, being a
                  "Trigger Date"):

                  (b) (i) To the extent not prohibited by any applicable law or
         applicable interpretation of the staff of the Commission, the Company
         shall as promptly as practicable (but in no event more than 50 days
         after the Trigger Date), prepare and file with the Commission and
         thereafter shall use its best efforts to cause to be declared effective
         under the Act a Shelf Registration Statement relating to the offer and
         sale of the Transfer Restricted Securities or the New Securities, as
         applicable, by the Holders thereof from time to time in accordance with
         the methods of distribution elected by such Holders and set forth in
         such Shelf Registration Statement; provided, however, that no Holder
         (other than an Initial Purchaser) shall be entitled to have the
         Transfer Restricted Securities held by it covered by such Shelf
         Registration Statement unless such Holder agrees in writing to be bound
         by all of the provisions of this Agreement applicable to such Holder;
         and provided further, that with respect to New Securities received by
         an Initial Purchaser in exchange for Securities constituting any
         portion of an unsold allotment, the Company may, if permitted by
         current interpretations by the Commission's staff, file a
         post-effective amendment to the Exchange Offer Registration Statement
         containing the information required by Item 507 or 508 of Regulation
         S-K, as applicable, in satisfaction of its obligations under this
         subsection with respect thereto, and any such Exchange Offer
         Registration Statement, as so amended, shall be referred to herein as,
         and governed by the provisions herein applicable to, a Shelf
         Registration Statement.

                           (ii) The Company shall use its best efforts to keep
                  the Shelf Registration Statement continuously effective,
                  supplemented and amended as required by the Act, in order to
                  permit the Prospectus forming a part thereof to be usable by
                  Holders for a period of two years from the date the Shelf
                  Registration Statement is declared effective by the Commission
                  (or for such longer period if extended pursuant to Section
                  4(j)) or such shorter period that will terminate when all the
                  Securities or New Securities, as applicable, covered by the
                  Shelf Registration Statement have been sold pursuant to the
                  Shelf Registration Statement (in any such case, such period
                  being called the "Shelf Registration Period"). The Company
                  shall be deemed not to have used its best efforts to keep the
                  Shelf Registration Statement effective during the requisite
                  period if it voluntarily takes any action that would result in
                  Holders of Securities covered thereby not being able to offer
                  and sell such Securities during that period, unless such
                  action is required by applicable law.

                           (iii) Notwithstanding any other provisions of this
                  Agreement to the contrary, the Company shall cause the Shelf
                  Registration Statement and the related Prospectus and any
                  amendment or supplement thereto, as of the effective date of
                  the Shelf Registration Statement, amendment or supplement, (i)
                  to comply in all material respects with the applicable
                  requirements of the Act and the rules and regulations of the
                  Commission and (ii) not to contain any untrue statement of a
                  material fact or omit to state a material fact required to be
                  stated therein or necessary in order to make the statements
                  therein, in light of the circumstances under which they were
                  made, not misleading.

         4. Additional Registration Procedures. In connection with any Shelf
Registration Statement and, to the extent applicable, any Exchange Offer
Registration Statement, the following provisions shall apply.

                  (a) The Company shall:

                           (i) furnish to you, not less than five Business Days
                  prior to the filing thereof with the Commission, a copy of any
                  Exchange Offer Registration Statement and any Shelf
                  Registration Statement, and each amendment thereof and each
                  amendment or supplement, if any, to the Prospectus included
                  therein and shall not file any such Registration Statement or
                  amendment thereto or any Prospectus or any supplement thereto
                  (including any documents incorporated by reference therein
                  after the initial filing) to which the Initial Purchasers
                  shall reasonably object in writing, except for any
                  Registration Statement or amendment thereto or Prospectus or
                  supplement thereto (a copy of which has been previously
                  furnished to the Initial Purchasers and their counsel (and, in
                  the case of a Shelf Registration Statement, the Holders and
                  their counsel)) which counsel to the Company has advised the
                  Company in writing is required to be filed, notwithstanding
                  any such objection, in order to comply with applicable law;

                           (ii) include the information set forth in Annex A
                  hereto on the facing page of the Exchange Offer Registration
                  Statement, in Annex B hereto in the forepart of the Exchange
                  Offer Registration Statement in a section setting forth
                  details of the Exchange Offer, in Annex C hereto in the
                  underwriting or plan of distribution section of the Prospectus
                  contained in the Exchange Offer Registration Statement, and in
                  Annex D hereto in the letter of transmittal delivered pursuant
                  to the Registered Exchange Offer;

                           (iii) if requested by an Initial Purchaser, include
                  the information required by Item 507 or 508 of Regulation S-K,
                  as applicable, in the Prospectus contained in the Exchange
                  Offer Registration Statement; and

                           (iv) in the case of a Shelf Registration Statement,
                  include the names of the Holders that propose to sell
                  Securities pursuant to the Shelf Registration Statement as
                  selling security holders.

                  (b) The Company shall advise you, the Holders of Securities
         covered by any Shelf Registration Statement and any Exchanging Dealer
         under any Exchange Offer Registration Statement that has provided in
         writing to the Company a telephone or facsimile number and address for
         notices, and, if requested by you or any such Holder or Exchanging
         Dealer, shall confirm such advice in writing (which notice pursuant to
         clauses (ii)-(v) hereof shall be accompanied by an instruction to
         suspend the use of the Prospectus until the Company shall have remedied
         the basis for such suspension):

                           (i) when a Registration Statement and any amendment
                  thereto has been filed with the Commission and when the
                  Registration Statement or any post-effective amendment thereto
                  has become effective;

                           (ii) of any request by the Commission for any
                  amendment or supplement to the Registration Statement or the
                  Prospectus or for additional information;

                           (iii) of the issuance by the Commission of any stop
                  order suspending the effectiveness of the Registration
                  Statement or the initiation of any proceedings for that
                  purpose;

                           (iv) of the receipt by the Company of any
                  notification with respect to the suspension of the
                  qualification of the securities included therein for sale in
                  any jurisdiction or the initiation of any proceeding for such
                  purpose; and

                           (v) of the happening of any event that requires any
                  change in the Registration Statement or the Prospectus so
                  that, as of such date, the statements therein are not
                  misleading and do not omit to state a material fact required
                  to be stated therein or necessary to make the statements
                  therein (in the case of the Prospectus, in the light of the
                  circumstances under which they were made) not misleading.

                  (c) The Company shall use its best efforts to obtain the
         withdrawal of any order suspending the effectiveness of any
         Registration Statement or the qualification of the securities therein
         for sale in any jurisdiction at the earliest possible time.

                  (d) The Company shall furnish to each Holder of Securities
         covered by any Shelf Registration Statement, without charge, at least
         one copy of such Shelf Registration Statement and any post-effective
         amendment thereto, including any material incorporated therein by
         reference, and, if the Holder so requests in writing, all exhibits
         thereto (including exhibits incorporated by reference therein).

                  (e) The Company shall, during the Shelf Registration Period,
         deliver to each Holder of Securities covered by any Shelf Registration
         Statement, without charge, as many copies of the Prospectus (including
         each preliminary Prospectus) included in such Shelf Registration
         Statement and any amendment or supplement thereto as such Holder may
         reasonably request. The Company consents to the use of the Prospectus
         or any amendment or supplement thereto by each of the selling Holders
         of securities in connection with the offering and sale of the
         securities covered by the Prospectus, or any amendment or supplement
         thereto, included in the Shelf Registration Statement.

                  (f) The Company shall furnish to each Exchanging Dealer which
         so requests, without charge, at least one copy of the Exchange Offer
         Registration Statement and any post-effective amendment thereto,
         including any material incorporated by reference therein, and, if the
         Exchanging Dealer so requests in writing, all exhibits thereto
         (including exhibits incorporated by reference therein).

                  (g) The Company shall promptly deliver to each Initial
         Purchaser, each Exchanging Dealer and each other Person required to
         deliver a Prospectus during the Exchange Offer Registration Period,
         without charge, as many copies of the Prospectus included in such
         Exchange Offer Registration Statement and any amendment or supplement
         thereto as any such Person may reasonably request. The Company consents
         to the use of the Prospectus or any amendment or supplement thereto by
         any Initial Purchaser, any Exchanging Dealer and any such other Person
         that may be required to deliver a Prospectus following the Registered
         Exchange Offer in connection with the offering and sale of the New
         Securities covered by the Prospectus, or any amendment or supplement
         thereto, included in the Exchange Offer Registration Statement.

                  (h) Prior to the Registered Exchange Offer or any other
         offering of Securities pursuant to any Registration Statement, the
         Company shall arrange, if necessary, for the qualification of the
         Securities or the New Securities for sale under the laws of such
         jurisdictions as any Holder shall reasonably request and will maintain
         such qualification in effect so long as required; provided that in no
         event shall the Company be obligated to qualify to do business in any
         jurisdiction where it is not then so qualified or to take any action
         that would subject it to service of process in suits, other than those
         arising out of the Initial Placement, the Registered Exchange Offer or
         any offering pursuant to a Shelf Registration Statement, in any such
         jurisdiction where it is not then so subject.

                  (i) The Company shall cooperate with the Holders of Securities
         to facilitate the timely preparation and delivery of certificates
         representing New Securities or Securities to be issued or sold pursuant
         to any Registration Statement free of any restrictive legends and in
         such denominations and registered in such names as Holders may request.

                  (j) Upon the occurrence of any event contemplated by
         paragraphs (ii) through (v) of Section 4(b) above during the period in
         which the Company is required to maintain an effective Registration
         Statement, the Company shall promptly prepare and file a post-effective
         amendment to the applicable Registration Statement or an amendment or
         supplement to the related Prospectus or any other required document so
         that, as thereafter delivered to the Holders or purchasers of the
         Securities, the Prospectus will not include an untrue statement of a
         material fact or omit to state any material fact necessary to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading. In such circumstances, the period of
         effectiveness of the Exchange Offer Registration Statement provided for
         in Section 2 and the Shelf Registration Statement provided for in
         Section 3(b) shall each be extended by the number of days from and
         including the date of the giving of a notice of suspension pursuant to
         Section 4(b) to and including the date when the Initial Purchasers, the
         Holders of the Securities and any known Exchanging Dealer shall have
         received such amended or supplemented Prospectus pursuant to this
         Section.

                  (k) Not later than the effective date of any Registration
         Statement, the Company shall provide a CUSIP number for the Securities
         or the New Securities, as the case may be, registered under such
         Registration Statement and provide the Trustee with printed
         certificates for such Securities or New Securities, in a form eligible
         for deposit with The Depository Trust Company.

                  (l) The Company will comply with all rules and regulations of
         the Commission to the extent and so long as they are applicable to the
         Registered Exchange Offer or the Shelf Registration and will make
         generally available to its security holders (or otherwise provide in
         accordance with Section 11(a) of the Act) an earnings statement
         satisfying the provisions of Section 11(a) of the Act, no later than 45
         days after the end of a 12-month period (or 90 days, if such period is
         a fiscal year) beginning with the first month of the Company's first
         fiscal quarter commencing after the effective date of the Registration
         Statement, which statement shall cover such 12-month period.

                  (m) The Company represents and warrants that the Indenture has
         been qualified under the Trust Indenture Act of 1939, as amended.

                  (n) The Company may require each Holder of Securities to be
         sold pursuant to any Shelf Registration Statement to furnish to the
         Company such information regarding the Holder and the distribution of
         such Securities as the Company may from time to time reasonably require
         for inclusion in such Registration Statement. The Company may exclude
         from such Shelf Registration Statement the Securities of any Holder
         that unreasonably fails to furnish such information within a reasonable
         time after receiving such request and the Company shall be under no
         further obligations to such Holder to include such Holder in a Shelf
         Registration Statement. A Holder will not be permitted to sell
         Securities pursuant to the Shelf Registration Statement unless the
         Holder has returned to the Company a completed and signed notice
         electing to be included and furnishing the Holder's name and other
         information required to be included in the related Prospectus. The
         Company will send the form of notice and questionnaire to Holders at
         least 30 calendar days before the effectiveness of the Shelf
         Registration Statement and Holders will have 28 calendar days to return
         it.

                  (o) In the case of any Shelf Registration Statement, the
         Company shall enter into such and take all other appropriate actions
         (including if requested an underwriting agreement in customary form) in
         order to expedite or facilitate the registration or the disposition of
         the Securities, and in connection therewith, if an underwriting
         agreement is entered into, cause the same to contain indemnification
         provisions and procedures no less favorable than those set forth in
         Section 6 (or such other provisions and procedures acceptable to the
         Majority Holders and the Managing Underwriters, if any, with respect to
         all parties to be indemnified pursuant to Section 6).

                  (p) In the case of any Shelf Registration Statement, the
         Company shall:

                           (i) make reasonably available for inspection by the
                  Holders of Securities to be registered thereunder, any
                  underwriter participating in any disposition pursuant to such
                  Registration Statement, and any attorney, accountant or other
                  agent retained by the Holders or any such underwriter all
                  relevant financial and other records, pertinent corporate
                  documents and properties of the Company and its subsidiaries;
                  provided, however, that any information that is designated in
                  writing by the Company, in good faith, as confidential at the
                  time of delivery of such information shall be kept
                  confidential by the Holders or any such underwriter, attorney,
                  accountant or agent, unless such disclosure is made in
                  connection with a court proceeding or required by law
                  (including, without limitation, pursuant to the Act), or such
                  information becomes available to the public generally or
                  through a third party without an accompanying obligation of
                  confidentiality;

                           (ii) cause the Company's officers, directors and
                  employees to supply all relevant information reasonably
                  requested by the Holders or any such underwriter, attorney,
                  accountant or agent in connection with any such Registration
                  Statement as is customary for similar due diligence
                  examinations; provided, however, that any information that is
                  designated in writing by the Company, in good faith, as
                  confidential at the time of delivery of such information shall
                  be kept confidential by the Holders or any such underwriter,
                  attorney, accountant or agent, unless such disclosure is made
                  in connection with a court proceeding or required by law
                  (including, without limitation, pursuant to the Act), or such
                  information becomes available to the public generally or
                  through a third party without an accompanying obligation of
                  confidentiality;

                           (iii) make such representations and warranties to the
                  Holders of Securities registered thereunder and the
                  underwriters, if any, in form, substance and scope as are
                  customarily made by issuers to underwriters in underwritten
                  offerings and covering matters including, but not limited to,
                  those set forth in the Purchase Agreement;

                           (iv) obtain opinions of counsel to the Company and
                  updates thereof (which counsel and opinions (in form, scope
                  and substance) shall be reasonably satisfactory to the
                  Managing Underwriters, if any) addressed to each selling
                  Holder and the underwriters, if any, covering such matters as
                  are customarily covered in opinions requested in underwritten
                  offerings and such other matters as may be reasonably
                  requested by such Holders and underwriters;

                           (v) obtain "cold comfort" letters and updates thereof
                  from the independent certified public accountants of the
                  Company (and, if necessary, any other independent certified
                  public accountants of any subsidiary of the Company or of any
                  business acquired by the Company for which financial
                  statements and financial data are, or are required to be,
                  included in the Registration Statement), addressed to each
                  selling Holder of Securities registered thereunder and the
                  underwriters, if any, in customary form and covering matters
                  of the type customarily covered in "cold comfort" letters in
                  connection with primary underwritten offerings; and

                           (vi) deliver such documents and certificates as may
                  be reasonably requested by the Majority Holders and the
                  Managing Underwriters, if any, including those to evidence
                  compliance with Section 4(k) and with any customary conditions
                  contained in the underwriting agreement or other agreement
                  entered into by the Company.

                  The actions set forth in clauses (i) through (vi) of this
paragraph (p) shall be performed at each closing under any underwriting or
similar agreement as and to the extent required thereunder.

                  (q) If a Registered Exchange Offer is to be consummated: (i)
         upon delivery of the Securities by Holders to the Company (or to such
         other Person as directed by the Company) in exchange for the New
         Securities, the Company shall mark, or cause to be marked, on the
         Securities so exchanged that such Securities are being canceled in
         exchange for the New Securities (in no event shall the Securities be
         marked as paid or otherwise satisfied); and (ii) if requested by any
         Initial Purchaser or any known Exchanging Dealer, the Company shall
         cause (A) its counsel to deliver to such Initial Purchaser or such
         Exchanging Dealer a signed opinion in the form set forth in Section 5
         of the Purchase Agreement with such changes as are customary in
         connection with the preparation of a Registration Statement and (B) its
         independent public accountants to deliver to such Initial Purchaser or
         such Exchanging Dealer a comfort letter, in customary form, meeting the
         requirements as to the substance thereof as set forth in Section 5 of
         the Purchase Agreement, with appropriate date changes.

                  (r) The Company will use its best efforts (i) if the
         Securities have been rated prior to the initial sale of such Securities
         pursuant to the Purchase Agreement, to confirm such ratings will apply
         to the Securities or the New Securities, as the case may be, covered by
         a Registration Statement; or (ii) if the Securities were not previously
         rated, to cause the Securities covered by a Registration Statement to
         be rated with at least one nationally recognized statistical rating
         agency, if so requested by Majority Holders with respect to the related
         Registration Statement or by any Managing Underwriters.

                  (s) In the event that any Broker-Dealer shall underwrite any
         Securities or participate as a member of an underwriting syndicate or
         selling group or "assist in the distribution" (within the meaning of
         the Rules of Fair Practice and the By-Laws of the National Association
         of Securities Dealers, Inc.) thereof, whether as a Holder of such
         Securities or as an underwriter, a placement or sales agent or a broker
         or dealer in respect thereof, or otherwise, the Company will assist
         such Broker-Dealer in complying with the requirements of such Rules and
         By-Laws, including, without limitation, by:

                           (i) if such Rules or By-Laws shall so require,
                  engaging a "qualified independent underwriter" (as defined in
                  such Rules) to participate in the preparation of the
                  Registration Statement, to exercise usual standards of due
                  diligence with respect thereto and, if any portion of the
                  offering contemplated by such Registration Statement is an
                  underwritten offering or is made through a placement or sales
                  agent, to recommend the yield of such Securities;

                           (ii) indemnifying any such qualified independent
                  underwriter to the extent of the indemnification of
                  underwriters provided in Section 6 hereof; and

                           (iii) providing such information to such
                  Broker-Dealer as may be required in order for such
                  Broker-Dealer to comply with the requirements of such Rules.

                  (t) The Company shall use its best efforts to take all other
         steps necessary to effect the registration of the Securities or the New
         Securities, as the case may be, covered by a Registration Statement.

         5. Registration Expenses. The Company shall bear all expenses incurred
in connection with the performance of its obligations under Sections 2, 3 and 4
hereof and, in the event of any Shelf Registration Statement, will reimburse the
Holders for the reasonable fees and disbursements of one firm or counsel
designated by the Majority Holders to act as counsel for the Holders in
connection therewith, and, in the case of any Exchange Offer Registration
Statement, will reimburse the Initial Purchasers for the reasonable fees and
disbursements of their counsel incurred in connection with their review of the
Exchange Offer Registration Statement.

         6. Indemnification.

                  (a) The Company agrees to indemnify and hold harmless each
         Holder, any Exchanging Dealer and each person, if any, who controls any
         such Holder or Exchanging Dealer within the meaning of Section 15 of
         the Act or Section 20(a) of the Exchange Act, against any and all
         losses, claims, damages or liabilities, joint or several, to which they
         or any of them may become subject under the Act, Exchange Act or
         otherwise, and to reimburse such Holder, such Exchanging Dealer and
         such controlling person or persons, if any, for any legal or other
         expenses incurred by them in connection with defending any actions,
         insofar as such losses, claims, damages, liabilities or actions arise
         out of or are based upon any untrue statement or alleged untrue
         statement of a material fact contained in any Registration Statement or
         Prospectus (as amended or supplemented if the Company shall have
         furnished any amendment or supplement thereto), or arise out of or are
         based upon any omission or alleged omission to state therein a material
         fact required to be stated therein or necessary to make the statements
         therein not misleading, except insofar as such losses, claims, damages,
         liabilities or actions arise out of or are based upon any such untrue
         statement or alleged untrue statement or omission or alleged omission
         which was made in any Registration Statement or Prospectus in reliance
         upon and in conformity with information furnished in writing to the
         Company by the Holders or Exchanging Dealers for use therein and except
         that this indemnity with respect to any Prospectus, shall not inure to
         the benefit of any Holder or Exchanging Dealer (or of any person
         controlling such Holder or Exchanging Dealer) on account of any losses,
         claims, damages, liabilities or actions arising from the sale of the
         Securities or the New Securities to any person if a copy of the
         Prospectus, as the same may then be amended or supplemented, shall not
         have been sent or given by or on behalf of such Holder or Exchanging
         Dealer to such person with or prior to the written confirmation of the
         sale involved and the untrue statement or alleged untrue statement or
         omission or alleged omission was corrected in the Prospectus as
         supplemented or amended at the time of such confirmation. Each Holder
         and Exchanging Dealer agrees, within ten days after the receipt by it
         of notice of the commencement of any action in respect of which
         indemnity may be sought by it, or by any person controlling it, from
         the Company on account of its agreement contained in this Section 6, to
         notify the Company in writing of the commencement thereof but the
         omission of such Holder or Exchanging Dealer so to notify the Company
         of any such action shall not release the Company from any liability
         which it may have to such Holder or Exchanging Dealer or to such
         controlling person otherwise than on account of the indemnity agreement
         contained in this Section 6. In case any such action shall be brought
         against a Holder or Exchanging Dealer or any such person controlling
         such Holder or Exchanging Dealer and such Holder or Exchanging Dealer
         shall notify the Company of the commencement thereof as above provided,
         the Company shall be entitled to participate in (and, to the extent
         that it shall wish, including the selection of counsel, to direct) the
         defense thereof, at its own expense. In case the Company elects to
         direct such defense and select such counsel, any Holder or Exchanging
         Dealer or controlling person shall have the right to employ its own
         counsel, but, in any such case, the fees and expenses of such counsel
         shall be at the expense of such Holder or Exchanging Dealer or such
         controlling person unless the employment of such counsel has been
         authorized in writing by the Company in connection with defending such
         action. 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 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. In no event shall any indemnifying party have any
         liability or responsibility in respect of the settlement or compromise
         of, or consent to the entry of any judgment with respect to, any
         pending or threatened action or claim effected without its prior
         written consent.

                  (b) Each Holder and Exchanging Dealer agrees severally and not
         jointly, to indemnify and hold harmless the Company and each of the
         Company's directors and officers and each person, if any, who controls
         the Company within the meaning of Section 15 of the Act or Section
         20(a) of the Exchange Act to the same extent and upon the same terms as
         the indemnity agreement of the Company set forth in Section 6(a)
         hereof, but only with respect to alleged untrue statements or omissions
         made in any Registration Statement or Prospectus in reliance upon and
         in conformity with information furnished in writing to the Company by
         such Holder or Exchanging Dealer for use therein.

                  (c) The agreements contained in this Section 6 shall survive
         the sale of the Securities or New Securities pursuant to a Registration
         Statement and shall remain in full force and effect, regardless of any
         termination or cancellation of this Agreement or any investigation made
         by or on behalf of any indemnified party.

         7. Additional Interest Under Certain Circumstances.

                  (a) Additional interest (the "Additional Interest") with
         respect to the Securities will be assessed as follows if any of the
         following events occurs (each event identified in clauses (i) through
         (v) below, an "Additional Interest Event"):

                           (i) If all Transfer Restricted Securities properly
                  tendered to the Company have not been exchanged for New
                  Securities on or prior to the 270th day following the date of
                  the original issuance of the Securities; or

                           (ii) If the Shelf Registration Statement has not been
                  declared effective on or prior to the 270th day following the
                  date of the original issuance of the Securities; or

                           (iii)If, after the Exchange Offer Registration
                  Statement is declared effective, such Exchange Offer
                  Registration Statement thereafter ceases to be effective or
                  usable at any time during the required period specified within
                  this Agreement; or

                           (iv) Whether or not the Registered Exchange Offer is
                  consummated, any required Shelf Registration Statement is not
                  filed as promptly as practicable, and in any event within 50
                  days, following the Trigger Event giving rise to the
                  requirement to file a Shelf Registration Statement in
                  accordance with this Agreement; or

                           (v) If, after any Shelf Registration Statement is
                  declared effective, (A) such Shelf Registration Statement
                  thereafter ceases to be effective during the Shelf
                  Registration Period; or (B) such Shelf Registration Statement
                  or the related Prospectus ceases to be usable in connection
                  with resales of Transfer Restricted Securities during the
                  Shelf Registration Period (except as permitted in paragraph
                  (b) of this Section 7) because either (1) any event occurs as
                  a result of which the related Prospectus forming part of such
                  Shelf Registration Statement would include any untrue
                  statement of a material fact or omit to state any material
                  fact necessary to make the statements therein, in the light of
                  the circumstances under which they were made not misleading,
                  or (2) it shall be necessary to amend such Shelf Registration
                  Statement, or supplement the related Prospectus, to comply
                  with the Act or the Exchange Act or the respective rules
                  thereunder.

         Additional Interest shall accrue on the Transfer Restricted Securities
over and above the interest set forth in the title of the Securities at a rate
of 0.50% per annum from and including the date on which any such Additional
Interest Event shall occur to, but excluding, the date on which all such
Additional Interest Events have been cured or, if earlier, the date on which the
Securities may first be resold in reliance on Rule 144(k). Such Additional
Interest shall be payable in accordance with Section 7(c). In the event that
more than one of the aforementioned Additional Interest Event occurs at the same
time, the maximum increase in the interest rate applicable to the Securities
shall be 0.50% per annum.

                  (b) An Additional Interest Event referred to in Section
         7(a)(v) is deemed not to be continuing in relation to a Shelf
         Registration Statement or the related Prospectus if (i) that Additional
         Interest Event has occurred solely as a result of (x) the filing of a
         post-effective amendment to such Shelf Registration Statement to
         incorporate annual audited financial information with respect to the
         Company, when such post-effective amendment is not yet effective and
         needs to be declared effective to permit Holders to use the related
         Prospectus or (y) the occurrence of other material events or
         developments with respect to the Company or its Affiliates that would
         need to be described in such Shelf Registration Statement or the
         related Prospectus, and (ii) in the case of clause (y), the Company is
         proceeding promptly and in good faith to amend or supplement such Shelf
         Registration Statement and related Prospectus to describe those events
         or, in the case of material developments that the Company determines in
         good faith must remain confidential for business reasons, the Company
         is proceeding promptly and in good faith to take such steps as are
         necessary so that those developments need no longer remain
         confidential, but in any case, if any Additional Interest Event
         (including any referred to in clause (x) or (y), above) continues for a
         period in excess of 45 days, Additional Interest will be payable in
         accordance with the above paragraph from the day following the last day
         of that 45-day period until the date on which that Additional Interest
         Event is cured or, if earlier, the date on which the Securities may
         first be resold in reliance on Rule 144(k).

                  (c) Any Additional Interest payable will be payable on the
         regular interest payment dates with respect to the Securities, in the
         same manner as the manner in which regular interest is payable. The
         amount of Additional Interest for any period will be determined by
         multiplying the applicable Additional Interest rate by the principal
         amount of the Securities, multiplied by a fraction, the numerator of
         which is the number of days that Additional Interest rate was
         applicable during that period (determined on the basis of a 360-day
         year comprised of twelve 30-day months), and the denominator of which
         is 360.

         8. Rules 144 and 144A. The Company shall use its best efforts to file
the reports required to be filed by it under the Act and the Exchange Act in a
timely manner. If at any time the Company is not required to file those reports,
it will, upon the request of any Holder of Transfer Restricted Securities, make
publicly available other information so long as is necessary to permit sales of
Securities pursuant to Rules 144 and 144A and otherwise as required by the
Indenture. The Company covenants that it will take such further action as any
Holder of Transfer Restricted Securities may reasonably request, all to the
extent required from time to time to enable that Holder to sell Transfer
Restricted Securities without registration under the Securities Act within the
limitation of the exemptions provided by Rules 144 and 144A (including the
requirements of Rule 144A(d)(4)). Upon request by an Initial Purchaser, the
Company will provide a copy of this Agreement to prospective purchasers of
Securities identified in writing to the Company by that Initial Purchaser. Upon
the request of any Holder of Transfer Restricted Securities, the Company shall
deliver to that Holder a written statement as to whether it has complied with
these requirements. Notwithstanding the foregoing, nothing in this Section 8
requires the Company to register any of its securities under the Exchange Act.

         9. Underwritten Registrations.

                  (a) If any of the Transfer Restricted Securities covered by
         any Shelf Registration Statement are to be sold in an underwritten
         offering, the Managing Underwriters shall be selected by the Majority
         Holders.

                  (b) No Person may participate in any underwritten offering
         pursuant to any Shelf Registration Statement, unless such Person (i)
         agrees to sell such Person's Transfer Restricted Securities, as the
         case may be, on the basis reasonably provided in any underwriting
         arrangements approved by the Persons entitled hereunder to approve such
         arrangements; and (ii) completes and executes all questionnaires,
         powers of attorney, indemnities, underwriting agreements and other
         documents reasonably required under the terms of such underwriting
         arrangements.

         10. No Inconsistent Agreements. The Company has not, as of the date
hereof, entered into, nor shall it, on or after the date hereof, enter into, any
agreement with respect to its securities that is inconsistent with the rights
granted to the Holders herein or otherwise conflicts with the provisions hereof.

         11. Amendments and Waivers. The provisions of this Agreement, including
the provisions of this Section 9, may not be amended, qualified, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the Company has obtained the written consent of the
Majority Holders (or, after the consummation of any Registered Exchange Offer in
accordance with Section 2 hereof, of New Securities); provided that, with
respect to any matter that directly or indirectly affects the rights of any
Initial Purchaser hereunder, the Company shall obtain the written consent of
each such Initial Purchaser against which such amendment, qualification,
supplement, waiver or consent is to be effective. Notwithstanding the foregoing
(except the foregoing proviso), a waiver or consent to departure from the
provisions hereof with respect to a matter that relates exclusively to the
rights of Holders whose Securities or New Securities, as the case may be, are
being sold pursuant to a Registration Statement and that does not directly or
indirectly affect the rights of other Holders may be given by the Majority
Holders, determined on the basis of Securities or New Securities, as the case
may be, being sold rather than registered under such Registration Statement.

         12. Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail,
telex, telecopier or air courier guaranteeing overnight delivery:

                  (a) if to a Holder, at the most current address given by such
         holder to the Company in accordance with the provisions of this
         Section, which address initially is, with respect to each Holder, the
         address of such Holder maintained by the Registrar under the Indenture,
         with a copy in like manner to: (i) Lehman Brothers Inc., 745 Seventh
         Avenue, New York, New York 10019, Attention: John Veech; (ii) Citigroup
         Global Markets Inc., 388 Greenwich Street, New York, New York 10013,
         Attention: Barry P. Gold and (iii) Dewey Ballantine LLP, 1301 Avenue of
         the Americas, New York, New York 10019, Attention: Peter K. O'Brien;

                  (b) if to you, initially at the respective addresses set forth
         in the Purchase Agreement; and

                  (c) if to the Company, initially at its address set forth in
         the Purchase Agreement.

         All such notices and communications shall be deemed to have been duly
given when received.

         The Initial Purchasers or the Company by notice to the other parties
may designate additional or different addresses for subsequent notices or
communications.

         13. Successors. This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties, including,
without the need for an express assignment or any consent by the Company
thereto, subsequent Holders of Securities and the New Securities. The Company
hereby agrees to extend the benefits of this Agreement to any Holder of
Securities and the New Securities, and any such Holder may specifically enforce
the provisions of this Agreement as if an original party hereto.

         14. Counterparts. This agreement may be in signed counterparts, each of
which shall be an original and all of which together shall constitute one and
the same agreement.

         15. Headings. The headings used herein are for convenience only and
shall not affect the construction hereof.

         16. Applicable Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York applicable to contracts
made and to be performed in the State of New York.

         17. Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired or affected
thereby, it being intended that all of the rights and privileges of the parties
shall be enforceable to the fullest extent permitted by law.

         18. Securities Held by the Company, etc. Whenever the consent or
approval of Holders of a specified percentage of principal amount of Securities
or New Securities is required hereunder, Securities or New Securities, as
applicable, held by the Company or its Affiliates (other than subsequent Holders
of Securities or New Securities if such subsequent Holders are deemed to be
Affiliates solely by reason of their holdings of such Securities or New
Securities) shall not be counted in determining whether such consent or approval
was given by the Holders of such required percentage.

         19. Specific Performance. Without limiting the remedies available to
the Holders, the Company acknowledges that any failure by it to comply with its
obligations under Sections 2 or 3 hereof may result in material irreparable
injury to the Holders for which there is no adequate remedy at law, that it
would not be possible to measure damages for such failure precisely and that, in
the event of any such failure, any Holder may obtain such relief as is necessary
to enforce specifically the obligations of the Company.

                                         [signature page follows]



<PAGE>



         If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement among the
Company and the several Initial Purchasers.

                                            Very truly yours,

                                            SOUTHERN POWER COMPANY

                                            By:   __________________________
                                                   Name:
                                                   Title:

The foregoing Agreement is hereby
confirmed and accepted as of the date first
above written.

CITIGROUP GLOBAL MARKETS INC.

     By:   __________________________
           Name:
            Title:

LEHMAN BROTHERS INC.

     By:   __________________________
           Name:
            Title:


For themselves and the other several Initial
Purchasers named in Schedule I to
the Purchase Agreement.



<PAGE>




                                                                        ANNEX A


         Each Broker-Dealer that receives New Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
Broker-Dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Act. This Prospectus, as it may be amended or supplemented from
time to time, may be used by a Broker-Dealer in connection with resales of New
Securities received in exchange for Securities where such Securities were
acquired by such Broker-Dealer as a result of market-making activities or other
trading activities. The Company has agreed that, during the Exchange Offer
Registration Period, it will make this Prospectus available to any Broker-Dealer
for use in connection with any such resale. See "Plan of Distribution".



<PAGE>


                                                                         ANNEX B


         Each Broker-Dealer that receives New Securities for its own account in
exchange for Securities, where such Securities were acquired by such
Broker-Dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such New Securities. See "Plan of Distribution".



<PAGE>


                                                                         ANNEX C


                              PLAN OF DISTRIBUTION

         Each Broker-Dealer that receives New Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a Broker-Dealer in connection with resales of New Securities received in
exchange for Securities where such Securities were acquired as a result of
market-making activities or other trading activities. The Company has agreed
that, during the Exchange Offer Registration Period, it will make this
Prospectus, as amended or supplemented, available to any Broker-Dealer for use
in connection with any such resale. In addition, until __________, 20___, all
dealers effecting transactions in the New Securities may be required to deliver
a prospectus.1

         The Company will not receive any proceeds from any sale of New
Securities by Broker-Dealers. New Securities received by Broker-Dealers for
their own accounts pursuant to the Exchange Offer may be sold from time to time
in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the New Securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such Broker-Dealer and/or the purchasers of any such New
Securities. Any Broker-Dealer that resells New Securities that were received by
it for its own account pursuant to the Exchange Offer and any broker or dealer
that participates in a distribution of such New Securities may be deemed to be
an "underwriter" within the meaning of the Act and any profit on any such resale
of New Securities and any commissions or concessions received by any such Person
may be deemed to be underwriting compensation under the Act. The Letter of
Transmittal states that by acknowledging that it will deliver and by delivering
a prospectus, a Broker-Dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Act.

         During the Exchange Offer Registration Period, the Company will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any Broker-Dealer that requests such documents
in the Letter of Transmittal. The Company has agreed to pay all expenses
incident to the Exchange Offer (including the expenses of one counsel for the
holder of the Securities) other than commissions or concessions of any broker or
dealer and will indemnify the holders of the Securities (including any
Broker-Dealers) against certain liabilities, including liabilities under the
Act.




--------
1 In addition, the legend required by Item 502(b) of Regulation S-K will appear
on the back cover page of the Exchange Offer Prospectus.




<PAGE>


                                                                         ANNEX D

Rider A

CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES
OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:
         --------------------------------------------
Address:
         --------------------------------------------



Rider B

If the undersigned is not a Broker-Dealer, the undersigned represents that it
acquired the New Securities in the ordinary course of its business, it is not
engaged in, and does not intend to engage in, a distribution of New Securities
and it has no arrangements or understandings with any Person to participate in a
distribution of the New Securities. If the undersigned is a Broker-Dealer that
will receive New Securities for its own account in exchange for Securities, it
represents that the Securities to be exchanged for New Securities were acquired
by it as a result of market-making activities or other trading activities and
acknowledges that it will deliver a Prospectus in connection with any resale of
such New Securities; however, by so acknowledging and by delivering a
Prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Act.