Exhibit 4(c)2







                              GEORGIA POWER COMPANY

                                       to

                                  CHEMICAL BANK



              (Successor by Merger to Chemical Bank New York Trust
                    Company and The New York Trust Company),

                                     Trustee





                             SUPPLEMENTAL INDENTURE







                            Dated as of July 1, 1995



                        Providing among other things for

                              FIRST MORTGAGE BONDS



                 First Pollution Control Series due July 1, 2025
                Second Pollution Control Series due July 1, 2025






<PAGE>



         SUPPLEMENTAL INDENTURE, dated as of July 1, 1995, made and entered into
by and between GEORGIA POWER COMPANY, a corporation organized and existing under
the laws of the State of Georgia with its principal office in Atlanta, Fulton
County, Georgia (hereinafter commonly referred to as the "Company"), and
CHEMICAL BANK (successor by merger to Chemical Bank New York Trust Company and
The New York Trust Company), a corporation organized and existing under the laws
of the State of New York, with its principal corporate trust office in the
Borough of Manhattan, The City of New York (hereinafter commonly referred to as
the "Trustee"), as Trustee under the Indenture dated as of March 1, 1941
originally entered into between the Company and The New York Trust Company, as
Trustee (hereinafter sometimes referred to as the "Original Indenture" and said
The New York Trust Company being hereinafter sometimes referred to as the
"Original Trustee"), securing bonds issued and to be issued as provided therein,
which Original Indenture has heretofore been supplemented and amended by various
supplemental indentures (which Original Indenture as so supplemented and amended
is hereinafter sometimes referred to as the "Indenture").

         WHEREAS the Company and the Original Trustee have executed and
delivered the Original Indenture for the purpose of securing an issue of bonds
of the 3-1/2% Series due 1971 described therein and such additional bonds as may
from time to time be issued under and in accordance with the terms of the
Indenture, the aggregate principal amount of bonds to be secured thereby being
presently limited to $5,000,000,000 at any one time outstanding (except as
provided in Section 2.01 of the Indenture), and the Original Indenture is of
record in the public office of each county in the States of Georgia, Alabama,
Tennessee and South Carolina, and in the public office of the District of
Columbia, in which this Supplemental Indenture is to be recorded, and the
Original Indenture is on file at the principal corporate trust office of the
Trustee; and

         WHEREAS the Company and the Trustee have executed and delivered various
supplemental indentures for the purpose, among others, of further securing said
bonds and of creating the bonds of other series described therein, which
supplemental indentures described and set forth additional property conveyed
thereby and are also of record in the public offices of some or all of the
counties in the States of Georgia, Alabama, Tennessee and South Carolina in
which this Supplemental Indenture is to be recorded, and one of which
supplemental indentures is also of record in the public office of the District
of Columbia, and said supplemental indentures are also on file at the principal
corporate trust office of the Trustee; and

         WHEREAS the Company and the Trustee have executed and delivered the
Supplemental Indenture dated as of May 15, 1991, by which the third paragraph of
Section 1.02 of the Indenture was amended to read as follows:



<PAGE>



                  "The term 'Board of Directors' shall mean the Board of
         Directors of the Company or any committee of the Board of Directors of
         the Company authorized, with respect to any particular matter, to
         exercise the power of the Board of Directors of the Company."; and

         WHEREAS the Indenture provides for the issuance of bonds thereunder in
one or more series and the Company, by appropriate corporate action in
conformity with the terms of the Indenture, has duly determined to create two
series of bonds under the Indenture to be designated, respectively, as "First
Pollution Control Series due July 1, 2025" (hereinafter sometimes referred to as
the "new First Series Bonds") and "Second Pollution Control Series due July 1,
2025" (hereinafter sometimes referred to as the "new Second Series Bonds") (the
new First Series Bonds and the new Second Series Bonds being hereinafter
sometimes referred to collectively as the "new Bonds"), each of which bonds
shall also bear the descriptive title "First Mortgage Bond", the bonds of each
such series to bear interest as herein provided and to mature on the date
designated in the title thereof; and

         WHEREAS by a Plan of Merger dated June 11, 1959, effective September 8,
1959, between The New York Trust Company and Chemical Corn Exchange Bank, said
The New York Trust Company was merged into said Chemical Corn Exchange Bank
which continued under the name and style of Chemical Bank New York Trust
Company; and by a Plan of Merger dated November 26, 1968, effective February 17,
1969, among Chemical New York Corporation, Chemical Bank New York Trust Company
and Chemical Bank, said Chemical Bank New York Trust Company was merged into
said Chemical Bank which continued under the name and style of Chemical Bank;
and by virtue of said mergers Chemical Bank has become successor to The New York
Trust Company and Chemical Bank New York Trust Company, as Trustee under the
Indenture, and has become vested with all of the title to the mortgaged property
and trust estate; and with the trusts, powers, discretions, immunities,
privileges and all other matters as were vested in said The New York Trust
Company and said Chemical Bank New York Trust Company under the Indenture, with
like effect as if originally named as Trustee therein; and

         WHEREAS each of the new Bonds of each series is to be substantially in
the following form, with appropriate insertions and deletions, to wit:




                                                      -2-


<PAGE>



                        [FORM OF NEW BOND OF EACH SERIES]

                              GEORGIA POWER COMPANY

               FIRST MORTGAGE BOND, _____ POLLUTION CONTROL SERIES

                                DUE JULY 1, 2025

No.                                                                $


         Georgia Power Company, a Georgia corporation (hereinafter called the
"Company"), for value received, hereby promises to pay to Bank South, Atlanta,
Georgia (as trustee under a Trust Indenture dated as of July 1, 1995 of the
Development Authority of Monroe County, relating to the Revenue Bonds
(hereinafter mentioned)), or registered assigns, the principal sum of
_____________________ Dollars on July 1, 2025, and to pay to the registered
owner hereof interest on said sum from the latest interest payment date to which
interest has been paid on the bonds of this series preceding the date hereof,
unless the date hereof be an interest payment date to which interest is being
paid, in which case from the date hereof, or unless the date hereof is prior to
the first interest payment date, in which case from July 13, 1995, at the same
rates, until the principal hereof shall have become due and payable, payable on
the same dates, as the Revenue Bonds pursuant to the Revenue Indenture
(hereinafter mentioned).

         The obligation of the Company to make payments with respect to the
principal of and premium, if any, and interest on bonds of this series shall be
fully or partially, as the case may be, satisfied and discharged to the extent
that, at any time that any such payment shall be due, the Company shall have
made payments as required by the Company's Note dated July 13, 1995 issued
pursuant to Section 3.2 of the Loan Agreement dated as of July 1, 1995 between
the Development Authority of Monroe County and the Company, relating to the
Revenue Bonds (hereinafter mentioned), sufficient to pay fully or partially the
then due principal of and premium, if any, and interest on the Development
Authority of Monroe County (Georgia) Pollution Control Revenue Bonds (Georgia
Power Company Plant Scherer Project), _____ Series 1995 (hereinafter referred to
as "Revenue Bonds") or there shall be on deposit with the trustee pursuant to
the Trust Indenture dated as of July 1, 1995 of the Development Authority of
Monroe County to Bank South, Atlanta, Georgia, as trustee, relating to the
Revenue Bonds (hereinafter referred to as the "Revenue Indenture"), sufficient
available funds to pay fully or partially the then due



                                                      -3-


<PAGE>



principal of and premium, if any, and interest on the Revenue
Bonds.

         This bond is one of the bonds issued and to be issued from time to time
under and in accordance with and all secured by an indenture of mortgage or deed
of trust dated as of March 1, 1941 given by the Company to The New York Trust
Company, to which Chemical Bank is successor by merger (hereinafter sometimes
referred to as the "Trustee"), as Trustee, and indentures supplemental thereto,
to which indenture and indentures supplemental thereto (hereinafter referred to
collectively as the "Indenture") reference is hereby made for a description of
the property mortgaged and pledged, the nature and extent of the security and
the rights, duties and immunities thereunder of the Trustee and the rights of
the holders of said bonds and of the Trustee and of the Company in respect of
such security. By the terms of the Indenture the bonds to be secured thereby are
issuable in series which may vary as to date, amount, date of maturity, rate of
interest and in other respects as in the Indenture provided.

         Upon notice given by mailing the same, by first class mail postage
prepaid, not less than thirty nor more than forty-five days prior to the date
fixed for redemption to each registered holder of a bond to be redeemed (in
whole or in part) at the last address of such holder appearing on the registry
books, any or all of the bonds of this series may be redeemed by the Company at
any time and from time to time by the payment of the principal amount thereof
and accrued interest thereon to the date fixed for redemption, if redeemed by
the operation of the improvement fund or the replacement fund provisions of the
Indenture or by the use of proceeds of released property, as more fully set
forth in the Indenture.

         In the manner provided in the Indenture, the bonds of this series shall
also be redeemable in whole, by payment of the principal amount thereof plus
accrued interest thereon to the date fixed for redemption, upon receipt by the
Trustee of a written demand from the trustee under the Revenue Indenture stating
that the principal amount of all the Revenue Bonds then outstanding under the
Revenue Indenture has been declared immediately due and payable pursuant to the
provisions of Section 8.02 of the Revenue Indenture. As provided in the
Indenture, the date fixed for such redemption may be not more than 180 days
after receipt by the Trustee of the aforesaid written demand and shall be
specified in a notice of redemption given not more than 10 nor less than 5 days
prior to the date so fixed for such redemption. As in the Indenture provided,
such notice of redemption shall be rescinded and become null and void



                                                      -4-


<PAGE>



for all purposes under the Indenture upon rescission of the aforesaid written
demand or the aforesaid declaration of maturity under the Revenue Indenture, and
thereupon no redemption of the bonds of this series and no payments in respect
thereof as specified in such notice of redemption shall be effected or required.

         In the manner provided in the Indenture, the bonds of this series are
also redeemable in whole or in part upon receipt by the Trustee of a written
demand from the trustee under the Revenue Indenture specifying a principal
amount of Revenue Bonds which have been called for redemption pursuant to the
optional redemption provisions of the Revenue Bonds and the Revenue Indenture.
As provided in the Indenture, bonds of this series equal in principal amount to
the principal amount of such Revenue Bonds to be redeemed pursuant to such
optional redemption provisions will be redeemed on the date fixed for redemption
of the Revenue Bonds at the principal amount of such bonds of this series and
accrued interest thereon to the date fixed for redemption, together with a
premium equal to the redemption premium (if any) payable upon such redemption of
Revenue Bonds.

         In case of certain defaults as specified in the Indenture, the
principal of this bond may be declared or may become due and payable on the
conditions, at the time, in the manner and with the effect provided in the
Indenture.

         No recourse shall be had for the payment of the principal of or
premium, if any, or interest on this bond, or for any claim based hereon, or
otherwise in respect hereof or of the Indenture, to or against any incorporator,
stockholder, director or officer, past, present or future, as such, of the
Company, or of any predecessor or successor company, either directly or through
the Company, or such predecessor or successor company, under any constitution or
statute or rule of law, or by the enforcement of any assessment or penalty, or
otherwise, all such liability of incorporators, stockholders, directors and
officers being waived and released by the holder and owner hereof by the
acceptance of this bond and being likewise waived and released by the terms of
the Indenture.

         This bond is transferable by the registered owner hereof, in person or
by attorney duly authorized, at the principal corporate trust office of the
Trustee, in the Borough of Manhattan, The City of New York, but only in the
manner prescribed in the Indenture, upon the surrender and cancellation of this
bond, and upon any such transfer a new registered bond or bonds, without
coupons, of the same series and maturity date and for the same aggregate
principal amount, in authorized denominations, will be



                                                      -5-


<PAGE>



issued to the transferee in exchange herefor. The Company and the Trustee may
deem and treat the person in whose name this bond is registered as the absolute
owner for the purpose of receiving payment of or on account of the principal,
premium, if any, and interest due hereon and for all other purposes. Registered
bonds of this series shall be exchangeable for registered bonds of other
authorized denominations having the same aggregate principal amount, in the
manner and upon the conditions prescribed in the Indenture. However,
notwithstanding the provisions of the Indenture, no charge shall be made upon
any transfer or exchange of bonds of this series other than for any tax or taxes
or other governmental charge required to be paid by the Company.

         This bond shall not be valid or become obligatory for any purpose
unless and until it shall have been authenticated by the execution by the
Trustee or its successor in trust under the Indenture of the certificate hereon.

         IN WITNESS WHEREOF, Georgia Power Company has caused this bond to be
executed in its name by its President or one of its Vice Presidents by his
signature or a facsimile thereof, and its corporate seal or a facsimile thereof
to be hereto affixed and attested by its Secretary or one of its Assistant
Secretaries by his signature or a facsimile thereof.

Dated,
                                                     GEORGIA POWER COMPANY


                                                     By:

Attest:




                                               TRUSTEE'S CERTIFICATE

         This bond is one of the bonds, of the series designated therein,
described in the within-mentioned Indenture.

                                                     CHEMICAL BANK, as Trustee


                                                     By:
                                                              Authorized Officer





                                                      -6-


<PAGE>



         AND WHEREAS all acts and things necessary to make the new Bonds of each
series, when authenticated by the Trustee and issued as in the Indenture and
this Supplemental Indenture provided, the valid, binding and legal obligations
of the Company, and to constitute the Indenture and this Supplemental Indenture
valid, binding and legal instruments for the security thereof, have been done
and performed, and the creation, execution and delivery of the Indenture and
this Supplemental Indenture and the creation, execution and issue of bonds
subject to the terms hereof and of the Indenture, have in all respects been duly
authorized;

         NOW, THEREFORE, in consideration of the premises, and of the acceptance
and purchase by the holders thereof of the bonds issued and to be issued under
the Indenture and of the sum of One Dollar duly paid by the Trustee to the
Company, and of other good and valuable considerations, the receipt whereof is
hereby acknowledged, and for the purpose of further securing the due and
punctual payment of the principal of and premium, if any, and interest on the
bonds issued and now outstanding under the Indenture, and the $45,000,000
principal amount of new First Series Bonds and $40,000,000 principal amount of
new Second Series Bonds proposed to be issued and all other bonds which shall be
issued under the Indenture, or the Indenture as supplemented and amended, and
for the purpose of further securing the faithful performance and observance of
all covenants and conditions therein and in any indenture supplemental thereto
set forth, the Company has given, granted, bargained, sold, transferred,
assigned, hypothecated, pledged, mortgaged, warranted, aliened and conveyed and
by these presents does give, grant, bargain, sell, transfer, assign,
hypothecate, pledge, mortgage, warrant, alien and convey unto Chemical Bank, as
Trustee, as provided in the Indenture, and its successor or successors in the
trust thereby and hereby created, and to its or their assigns forever, all the
right, title and interest of the Company in and to all premises, property,
franchises and rights of every kind and description, real, personal and mixed,
tangible and intangible, now owned or hereafter acquired by the Company
(excepting, however, that which is by the Indenture expressly reserved from the
lien and effect thereof), including but not limited to the property described in
Exhibit "A" attached hereto and by this reference made a part hereof; unless
otherwise noted, such property is located in the State of Georgia and unless
otherwise noted, references herein to a county or counties shall mean such
county or counties in the State of Georgia;

         TOGETHER WITH all and singular the tenements, hereditaments and
appurtenances belonging or in anywise appertaining to the property, rights and
franchises or any thereof, referred to in



                                                      -7-


<PAGE>



the foregoing granting clauses, with the reversion and reversions, remainder and
remainders and (subject to the provisions of Article X of the Indenture) the
tolls, rents, revenues, issues, earnings, income, products and profits thereof,
and all the estate, right, title and interest and claim whatsoever, at law as
well as in equity, which the Company now has or may hereafter acquire in and to
the aforesaid property, rights and franchises and every part and parcel thereof.

         TO HAVE AND TO HOLD all said property, rights and franchises hereby
conveyed, assigned, pledged or mortgaged, or intended so to be, unto the
Trustee, its successor or successors in trust, and their assigns forever;

         BUT IN TRUST, NEVERTHELESS, with power of sale, for the equal and
proportionate benefit and security of the holders of all bonds and interest
coupons now or hereafter issued under the Indenture, as supplemented and
amended, pursuant to the provisions thereof, and for the enforcement of the
payment of said bonds and coupons when payable and for the performance of and
compliance with the covenants and conditions of the Indenture, as supplemented
and amended, without any preference, distinction or priority as to lien or
otherwise of any bond or bonds over others by reason of the difference in time
of the actual issue, sale or negotiation thereof or for any other reason
whatsoever, except as otherwise expressly provided in the Indenture, as
supplemented and amended; and so that each and every bond now or hereafter
issued thereunder shall have the same lien; and so that the principal of and
premium, if any, and interest on every such bond shall, subject to the terms
thereof, be equally and proportionately secured thereby and hereby, as if it had
been made, executed, delivered, sold and negotiated simultaneously with the
execution and delivery of the Original Indenture.

         AND IT IS EXPRESSLY DECLARED that all bonds issued and secured under
the Indenture and hereunder are to be issued, authenticated and delivered, and
all said property, rights and franchises hereby and by the Indenture conveyed,
assigned, pledged or mortgaged, or intended so to be (including all the right,
title and interest of the Company in and to any and all premises, property,
franchises and rights of every kind and description, real, personal and mixed,
tangible and intangible, thereafter acquired by the Company and whether or not
specifically described in the Original Indenture or in any indenture
supplemental thereto, except any therein expressly excepted), are to be dealt
with and disposed of, under, upon and subject to the terms, conditions,
stipulations, covenants,



                                                      -8-


<PAGE>



agreements, trusts and uses and purposes expressed in the Indenture and herein,
and it is hereby agreed as follows:

         SECTION 1. There are hereby created two series of bonds designated as
hereinabove in the fourth Whereas clause set forth, each of which shall contain
suitable provisions with respect to the matters hereinafter in this Section
specified, and the form thereof shall be substantially as hereinbefore set
forth. New Bonds of each such series shall mature on the date specified in the
title thereof, and the definitive bonds of each such series may be issued only
as registered bonds without coupons. New Bonds of each such series shall be in
such denominations as the Board of Directors shall approve, and execution and
delivery to the Trustee for authentication shall be conclusive evidence of such
approval. The serial numbers of new Bonds of each such series shall be such as
may be approved by any officer of the Company, the execution thereof by any such
officer to be conclusive evidence of such approval.

         New Bonds, until the principal thereof shall have become due and
payable, shall bear interest at the same rates, payable on the same dates, as
(i) the First Series Monroe Bonds pursuant to the First Series Monroe Indenture
(each as hereinafter defined) in the case of the new First Series Bonds and (ii)
the Second Series Monroe Bonds pursuant to the Second Series Monroe Indenture
(each as hereinafter defined) in the case of the new Second Series Bonds. New
Bonds of each such series shall be dated the date of authentication.

         The principal of and premium, if any, and interest on the new Bonds of
each such series shall be payable in any coin or currency of the United States
of America which at the time of payment is legal tender for public and private
debts, at the office or agency of the Company in the Borough of Manhattan, The
City of New York, designated for that purpose.

         New Bonds of each such series may be transferred at the principal
corporate trust office of the Trustee, in the Borough of Manhattan, The City of
New York. New Bonds of each such series shall be exchangeable for other bonds of
the same series, in the manner and upon the conditions prescribed in the
Indenture, upon the surrender of such new Bonds at said principal corporate
trust office of the Trustee. However, notwithstanding the provisions of Section
2.05 of the Indenture, no charge shall be made upon any transfer or exchange of
new Bonds of either of said series other than for any tax or taxes or other
governmental charge required to be paid by the Company.




                                                      -9-


<PAGE>



         Any or all of the new Bonds of each such series shall be redeemable at
any time and from time to time, prior to maturity, upon notice given by mailing
the same, by first class mail postage prepaid, not less than thirty nor more
than forty-five days prior to the date fixed for redemption to each registered
holder of a bond to be redeemed (in whole or in part) at the last address of
such holder appearing on the registry books, at the principal amount thereof and
accrued interest thereon, if any, to the date fixed for redemption, if redeemed
by the operation of Section 4 of the Supplemental Indenture dated as of November
1, 1962 or of the improvement fund provisions of any supplemental indenture or
by the use of proceeds of released property.

         SECTION 2. The obligation of the Company to make payments with respect
to the principal of and premium, if any, and interest on the new First Series
Bonds shall be fully or partially, as the case may be, satisfied and discharged,
to the extent that, at the time that any such payment shall be due, the Company
shall have made payments as required by the Company's Note dated July 13, 1995
issued pursuant to Section 3.2 of the Loan Agreement dated as of July 1, 1995
between the Development Authority of Monroe County and the Company, relating to
the First Series Monroe Bonds (hereinafter defined), sufficient to pay fully or
partially the then due principal of and premium, if any, and interest on the
Development Authority of Monroe County (Georgia) Pollution Control Revenue Bonds
(Georgia Power Company Plant Scherer Project), First Series 1995 (hereinafter
referred to as the "First Series Monroe Bonds") or there shall be on deposit
with the trustee pursuant to the Trust Indenture dated as of July 1, 1995 of the
Development Authority of Monroe County to Bank South, Atlanta, Georgia, as
trustee, relating to the First Series Monroe Bonds (hereinafter referred to as
the "First Series Monroe Indenture"), sufficient available funds to pay fully or
partially the then due principal of and premium, if any, and interest on the
First Series Monroe Bonds. The Trustee may conclusively presume that the
obligation of the Company to make payments with respect to the principal of and
premium, if any, and interest on the new First Series Bonds shall have been
fully satisfied and discharged unless and until the Trustee shall have received
a written notice from the trustee under the First Series Monroe Indenture
stating (i) that timely payment of principal of or premium, if any, or interest
on the First Series Monroe Bonds has not been made, (ii) that there are not
sufficient available funds to make such payment and (iii) the amount of funds
required to make such payment.

         In addition to the redemption as provided in Section 1 hereof, the new
First Series Bonds shall also be redeemable in whole upon receipt by the Trustee
of a written demand for the



                                                      -10-


<PAGE>



redemption of the new First Series Bonds (hereinafter called "First Series
Redemption Demand") from the trustee under the First Series Monroe Indenture
stating that the principal amount of all the First Series Monroe Bonds then
outstanding under the First Series Monroe Indenture has been declared
immediately due and payable pursuant to the provisions of Section 8.02 of the
First Series Monroe Indenture, specifying the date from which unpaid interest on
the First Series Monroe Bonds has then accrued and stating that such declaration
of maturity has not been rescinded. The Trustee shall within 10 days of
receiving the First Series Redemption Demand mail a copy thereof to the Company
stamped or otherwise marked to indicate the date of receipt by the Trustee. The
Company shall fix a redemption date for the redemption so demanded (herein
called the "First Series Demand Redemption") and shall mail to the Trustee
notice of such date at least 30 days prior thereto. The date fixed for First
Series Demand Redemption may be any day not more than 180 days after receipt by
the Trustee of the First Series Redemption Demand. If the Trustee does not
receive such notice from the Company within 150 days after receipt by the
Trustee of the First Series Redemption Demand, the date for First Series Demand
Redemption shall be deemed fixed at the 180th day after such receipt. The
Trustee shall mail notice of the date fixed for First Series Demand Redemption
(hereinafter called the "First Series Demand Redemption Notice") to the trustee
under the First Series Monroe Indenture (and the registered holders of the new
First Series Bonds if other than said trustee) not more than 10 nor less than 5
days prior to the date fixed for First Series Demand Redemption, provided,
however, that the Trustee shall mail no First Series Demand Redemption Notice
(and no First Series Demand Redemption shall be made) if prior to the mailing of
the First Series Demand Redemption Notice the Trustee shall have received
written notice of rescission of the First Series Redemption Demand from the
trustee under the First Series Monroe Indenture. First Series Demand Redemption
of the new First Series Bonds shall be at the principal amount thereof, plus
accrued interest thereon to the date fixed for redemption, and such amount shall
become and be due and payable on the date fixed for First Series Demand
Redemption as above provided. Anything in this paragraph contained to the
contrary notwithstanding, if, after mailing of the First Series Demand
Redemption Notice and prior to the date fixed for First Series Demand
Redemption, the Trustee shall have been advised in writing by the trustee under
the First Series Monroe Indenture that the First Series Redemption Demand has
been rescinded, the First Series Demand Redemption Notice shall thereupon,
without further act of the Trustee or the Company, be rescinded and become null
and void for all purposes hereunder and no redemption of the new First Series
Bonds and no payments in



                                                      -11-


<PAGE>



respect thereof as specified in the First Series Demand Redemption Notice shall
be effected or required.

         The new First Series Bonds shall also be redeemable in whole at any
time, or in part from time to time (hereinafter called the "First Series Regular
Redemption"), upon receipt by the Trustee of a written demand (hereinafter
referred to as the "First Series Regular Redemption Demand") from the trustee
under the First Series Monroe Indenture stating: (1) the principal amount of
First Series Monroe Bonds to be redeemed pursuant to the optional redemption
provisions of the First Series Monroe Bonds and the First Series Monroe
Indenture; (2) the date of such redemption and that notice thereof has been
given as required by the First Series Monroe Indenture; (3) that the Trustee
shall call for redemption on the stated date fixed for redemption of the First
Series Monroe Bonds a principal amount of the new First Series Bonds equal to
the principal amount of First Series Monroe Bonds to be redeemed; and (4) that
the trustee under the First Series Monroe Indenture, as holder of all the new
First Series Bonds then outstanding, waives notice of such redemption. The
Trustee may conclusively presume the statements contained in the First Series
Regular Redemption Demand to be correct. First Series Regular Redemption of the
new First Series Bonds shall be at the principal amount thereof and accrued
interest thereon to the date fixed for redemption, together with a premium equal
to the redemption premium (if any) payable upon such redemption of the First
Series Monroe Bonds, and such amount shall become and be due and, subject to the
first paragraph of this Section 2, payable on the date fixed for such First
Series Regular Redemption, which shall be the date specified pursuant to item
(2) of the First Series Regular Redemption Demand as above provided.

         SECTION 3. The obligation of the Company to make payments with respect
to the principal of and premium, if any, and interest on the new Second Series
Bonds shall be fully or partially, as the case may be, satisfied and discharged,
to the extent that, at the time that any such payment shall be due, the Company
shall have made payments as required by the Company's Note dated July 13, 1995
issued pursuant to Section 3.2 of the Loan Agreement dated as of July 1, 1995
between the Development Authority of Monroe County and the Company, relating to
the Second Series Monroe Bonds (hereinafter defined), sufficient to pay fully or
partially the then due principal of and premium, if any, and interest on the
Development Authority of Monroe County (Georgia) Pollution Control Revenue Bonds
(Georgia Power Company Plant Scherer Project), Second Series 1995 (hereinafter
referred to as the "Second Series Monroe Bonds") or there shall be on deposit
with the trustee pursuant to the Trust Indenture dated as



                                                      -12-


<PAGE>



of July 1, 1995 of the Development Authority of Monroe County to Bank South,
Atlanta, Georgia, as trustee, relating to the Second Series Monroe Bonds
(hereinafter referred to as the "Second Series Monroe Indenture"), sufficient
available funds to pay fully or partially the then due principal of and premium,
if any, and interest on the Second Series Monroe Bonds. The Trustee may
conclusively presume that the obligation of the Company to make payments with
respect to the principal of and premium, if any, and interest on the new Second
Series Bonds shall have been fully satisfied and discharged unless and until the
Trustee shall have received a written notice from the trustee under the Second
Series Monroe Indenture stating (i) that timely payment of principal of or
premium, if any, or interest on the Second Series Monroe Bonds has not been
made, (ii) that there are not sufficient available funds to make such payment
and (iii) the amount of funds required to make such payment.

         In addition to the redemption as provided in Section 1 hereof, the new
Second Series Bonds shall also be redeemable in whole upon receipt by the
Trustee of a written demand for the redemption of the new Second Series Bonds
(hereinafter called "Second Series Redemption Demand") from the trustee under
the Second Series Monroe Indenture stating that the principal amount of all the
Second Series Monroe Bonds then outstanding under the Second Series Monroe
Indenture has been declared immediately due and payable pursuant to the
provisions of Section 8.02 of the Second Series Monroe Indenture, specifying the
date from which unpaid interest on the Second Series Monroe Bonds has then
accrued and stating that such declaration of maturity has not been rescinded.
The Trustee shall within 10 days of receiving the Second Series Redemption
Demand mail a copy thereof to the Company stamped or otherwise marked to
indicate the date of receipt by the Trustee. The Company shall fix a redemption
date for the redemption so demanded (herein called the "Second Series Demand
Redemption") and shall mail to the Trustee notice of such date at least 30 days
prior thereto. The date fixed for Second Series Demand Redemption may be any day
not more than 180 days after receipt by the Trustee of the Second Series
Redemption Demand. If the Trustee does not receive such notice from the Company
within 150 days after receipt by the Trustee of the Second Series Redemption
Demand, the date for Second Series Demand Redemption shall be deemed fixed at
the 180th day after such receipt. The Trustee shall mail notice of the date
fixed for Second Series Demand Redemption (hereinafter called the "Second Series
Demand Redemption Notice") to the trustee under the Second Series Monroe
Indenture (and the registered holders of the new Second Series Bonds if other
than said trustee) not more than 10 nor less than 5 days prior to the date fixed
for Second Series Demand Redemption, provided, however, that the Trustee



                                                      -13-


<PAGE>



shall mail no Second Series Demand Redemption Notice (and no Second Series
Demand Redemption shall be made) if prior to the mailing of the Second Series
Demand Redemption Notice the Trustee shall have received written notice of
rescission of the Second Series Redemption Demand from the trustee under the
Second Series Monroe Indenture. Second Series Demand Redemption of the new
Second Series Bonds shall be at the principal amount thereof, plus accrued
interest thereon to the date fixed for redemption, and such amount shall become
and be due and payable on the date fixed for Second Series Demand Redemption as
above provided. Anything in this paragraph contained to the contrary
notwithstanding, if, after mailing of the Second Series Demand Redemption Notice
and prior to the date fixed for Second Series Demand Redemption, the Trustee
shall have been advised in writing by the trustee under the Second Series Monroe
Indenture that the Second Series Redemption Demand has been rescinded, the
Second Series Demand Redemption Notice shall thereupon, without further act of
the Trustee or the Company, be rescinded and become null and void for all
purposes hereunder and no redemption of the new Second Series Bonds and no
payments in respect thereof as specified in the Second Series Demand Redemption
Notice shall be effected or required.

         The new Second Series Bonds shall also be redeemable in whole at any
time, or in part from time to time (hereinafter called the "Second Series
Regular Redemption"), upon receipt by the Trustee of a written demand
(hereinafter referred to as the "Second Series Regular Redemption Demand") from
the trustee under the Second Series Monroe Indenture stating: (1) the principal
amount of Second Series Monroe Bonds to be redeemed pursuant to the optional
redemption provisions of the Second Series Monroe Bonds and the Second Series
Monroe Indenture; (2) the date of such redemption and that notice thereof has
been given as required by the Second Series Monroe Indenture; (3) that the
Trustee shall call for redemption on the stated date fixed for redemption of the
Second Series Monroe Bonds a principal amount of the new Second Series Bonds
equal to the principal amount of Second Series Monroe Bonds to be redeemed; and
(4) that the trustee under the Second Series Monroe Indenture, as holder of all
the new Second Series Bonds then outstanding, waives notice of such redemption.
The Trustee may conclusively presume the statements contained in the Second
Series Regular Redemption Demand to be correct. Second Series Regular Redemption
of the new Second Series Bonds shall be at the principal amount thereof and
accrued interest thereon to the date fixed for redemption, together with a
premium equal to the redemption premium (if any) payable upon such redemption of
the Second Series Monroe Bonds, and such amount shall become and be due and,
subject to the first paragraph of this Section 3, payable on the date fixed for
such



                                                      -14-


<PAGE>



Second Series Regular Redemption, which shall be the date specified pursuant to
item (2) of the Second Series Regular Redemption Demand as above provided.

         SECTION 4. The Company covenants that the provisions of Section 4 of
the Supplemental Indenture dated as of November 1, 1962, shall be in full force
and effect so long as any new Bonds of any series shall be outstanding under the
Indenture.

         SECTION 5. As supplemented by this Supplemental Indenture, the
Indenture is in all respects ratified and confirmed, and the Indenture and this
Supplemental Indenture shall be read, taken and construed as one and the same
instrument.

         SECTION 6. Nothing in this Supplemental Indenture contained shall, or
shall be construed to, confer upon any person other than a holder of bonds
issued under the Indenture, as supplemented and amended, the Company and the
Trustee any right or interest to avail himself of any benefit under any
provision of the Indenture or of this Supplemental Indenture.

         SECTION 7. The Trustee assumes no responsibility for or in respect of
the validity or sufficiency of this Supplemental Indenture or the due execution
hereof by the Company or for or in respect of the recitals and statements
contained herein, all of which recitals and statements are made solely by the
Company.

         SECTION 8. This Supplemental Indenture may be executed in several
counterparts and all such counterparts executed and delivered, each as an
original, shall constitute but one and the same instrument.

         SECTION 9. Although this Supplemental Indenture, for convenience and
for the purposes of reference, is dated as of the day and year first above
written, the actual dates of execution by the Company and the Trustee are as
indicated by their respective acknowledgments hereto annexed.





                                                      -15-


<PAGE>




         IN WITNESS WHEREOF, said Georgia Power Company has caused this
Supplemental Indenture to be executed in its corporate name by its President or
one of its Vice Presidents and its corporate seal to be hereunto affixed and to
be attested by its Secretary or one of its Assistant Secretaries, and said
Chemical Bank, to evidence its acceptance hereof, has caused this Supplemental
Indenture to be executed in its corporate name by one of its Vice Presidents,
Senior Trust Officers or Trust Officers and its corporate seal to be hereunto
affixed and to be attested by one of its Senior Trust Officers, Trust Officers,
Assistant Trust Officers or Assistant Secretaries, in several counterparts, all
as of the day and year first above written.

                                              GEORGIA POWER COMPANY


                                       By:
                                                      Vice President

Attest:


Assistant Corporate Secretary


Signed, sealed and delivered this 6th day of July, 1995 by Georgia Power Company
in the County of Fulton, State of Georgia, in the presence of



Unofficial Witness



Notary Public, Walton County, Georgia
My Commission Expires August 2, 1996



                                        (signatures continued on next page)


<PAGE>




                                              CHEMICAL BANK



                                       By:
                                                  Senior Trust Officer
Attest:


Senior Trust Officer

Signed, sealed and delivered this 7th day of July, 1995 by Chemical Bank in the
County of New York, State of New York, in the presence of



Unofficial Witness



        EMILY FAYAN
Notary Public, State of New York
        No. 24-4737006
    Qualified in Kings County
Certificate filed in New York County
Commission Expires December 31, 1995


<PAGE>




STATE OF GEORGIA                  )
                                  ) SS.:
COUNTY OF FULTON                  )

         On the 6th day of July, 1995, personally appeared before me Jane F.
Genske, a Notary Public in and for the State and County aforesaid, Angie K.
Page, who made oath and said that she was present and saw the corporate seal of
Georgia Power Company affixed to the above written instrument, that she saw Judy
M. Anderson, Vice President, with Cherry C. Hudgins, Assistant Corporate
Secretary, known to her to be such officers of said corporation respectively,
attest the same, and that she, deponent, with Jane F. Genske, witnessed the
execution and delivery of the said instrument as the free act and deed of said
Georgia Power Company.

Subscribed and sworn to      )
before me this 6th day of   )
July, 1995                                  )



Notary Public, Walton County, Georgia
My Commission Expires August 2, 1996




<PAGE>




STATE OF NEW YORK                        )
                                         ) SS.:
COUNTY OF NEW YORK                       )


         On the 7th day of July, 1995, personally appeared before me Emily
Fayan, a Notary Public in and for the State and County aforesaid, K. Salmini,
who made oath and said that he was present and saw the corporate seal of
Chemical Bank affixed to the above written instrument, that he saw R. Lorenzen,
Senior Trust Officer, with L. O'Brien, Senior Trust Officer, known to him to be
such officers of said corporation respectively, attest the same, and that he,
deponent, with Emily Fayan, witnessed the execution and delivery of the said
instrument as the free act and deed of said Chemical Bank.

Subscribed and sworn to         )
before me this 7th day of       )
July, 1995                                        )



        EMILY FAYAN
Notary Public, State of New York
       No. 24-4737006
  Qualified in Kings County
Certificate filed in New York County
Commission Expires December 31, 1995


<PAGE>




STATE OF GEORGIA                    )
                                    ) SS.:
COUNTY OF FULTON                    )

         On the 6th day of July, in the year one thousand nine hundred and
ninety-five, before me personally came Judy M. Anderson, to me known, who, being
by me duly sworn, did depose and say that she resides at 199 14th Street, N.E.,
Atlanta, Georgia; that she is a Vice President of Georgia Power Company, one of
the corporations described in and which executed the foregoing instrument; that
she knows the seal of said corporation; that the seal affixed to said instrument
is such corporate seal; that it was so affixed by order of the Board of
Directors of said corporation; and that she signed her name thereto by like
order.


                                                       Notary Public, Walton
                                                       County, Georgia
                                                       My Commission Expires
                                                       August 2, 1996




<PAGE>




STATE OF NEW YORK                      )
                                       ) SS.:
COUNTY OF NEW YORK                     )

         On the 7th day of July, in the year one thousand nine hundred and
ninety-five, before me personally came R. Lorenzen, to me known, who, being by
me duly sworn, did depose and say that he resides at 27 White Street, Valley
Stream, New York; that he is a Senior Trust Officer of Chemical Bank, one of the
corporations described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by order of the Board of Directors
of said corporation; and that he signed his name thereto by like order.


                                               EMILY FAYAN
                                        Notary Public, State of
                                                New York
                                             No. 24-4737006
                                         Qualified in Kings County
                                        Certificate filed in New
                                              York County
                                           Commission Expires
                                            December 31, 1995




<PAGE>




STATE OF GEORGIA                     )
                                     ) SS.:
COUNTY OF FULTON                     )

         On the 6th day of July, 1995, before me appeared Judy M. Anderson, to
me personally known, who, being by me duly sworn, did say that she is a Vice
President of Georgia Power Company, and that the seal affixed to said instrument
is the corporate seal of said corporation and that said instrument was signed
and sealed in behalf of said corporation by authority of its Board of Directors,
and that said Judy M. Anderson acknowledged said instrument to be the free act
and deed of said corporation.

         Given under my hand this 6th day of July, 1995.



                                               Notary Public, Walton
                                               County, Georgia
                                               My Commission Expires
                                               August 2, 1996


<PAGE>



STATE OF NEW YORK                        )
                                         ) SS.:
COUNTY OF NEW YORK                       )

         On the 7th day of July, 1995, before me appeared R. Lorenzen, to me
personally known, who, being by me duly sworn, did say that he is a Senior Trust
Officer of Chemical Bank, and that the seal affixed to said instrument is the
corporate seal of said corporation and that said instrument was signed and
sealed in behalf of said corporation by authority of its Board of Directors, and
that said R. Lorenzen acknowledged said instrument to be the free act and deed
of said corporation.

         Given under my hand this 7th day of July, 1995.



                                                      EMILY FAYAN
                                          Notary Public, State of
                                                       New York
                                                No. 24-4737006
                                          Qualified in Kings County
                                          Certificate filed in New
                                                      York County
                                              Commission Expires
                                              December 31, 1995


<PAGE>