Exhibit 4(c)5










                              GEORGIA POWER COMPANY

                                       to

                                  CHEMICAL BANK



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

                                     Trustee





                          SECOND SUPPLEMENTAL INDENTURE







                          Dated as of September 1, 1995



                        Providing among other things for

                              FIRST MORTGAGE BONDS



              First Pollution Control Series due September 1, 2025
              Second Pollution Control Series due September 1, 2025
              Third Pollution Control Series due September 1, 2025





<PAGE>



         SECOND SUPPLEMENTAL INDENTURE, dated as of September 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 three
series of bonds under the Indenture to be designated, respectively, as "First
Pollution Control Series due September 1, 2025" (hereinafter sometimes referred
to as the "new First Series Bonds"), "Second Pollution Control Series due
September 1, 2025" (hereinafter sometimes referred to as the "new Second Series
Bonds") and "Third Pollution Control Series due September 1, 2025" (hereinafter
sometimes referred to as the "new Third Series Bonds") (the new First Series
Bonds, the new Second Series Bonds and the new Third 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 SEPTEMBER 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 September 1, 1995 of the
Development Authority of Burke County, relating to the Revenue Bonds
(hereinafter mentioned)), or registered assigns, the principal sum of
_____________________ Dollars on September 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 September 27, 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 September 27, 1995 issued
pursuant to Section 3.2 of the Loan Agreement dated as of September 1, 1995
between the Development Authority of Burke 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 Burke County (Georgia) Pollution Control Revenue Bonds (Georgia
Power Company Plant Vogtle 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 September 1, 1995 of the Development Authority
of Burke 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



                                                      -3-


<PAGE>



fully or partially the then due 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 $35,585,000
principal amount of new First Series Bonds, $30,000,000 principal amount of new
Second Series Bonds and $27,000,000 principal amount of new Third 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);

         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 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,



                                                      -7-


<PAGE>



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, 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 three series of bonds
designated as hereinabove in the fourth Whereas clause set forth,



                                                      -8-


<PAGE>



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 Third Series Burke Bonds pursuant to the Third Series Burke Indenture
(each as hereinafter defined) in the case of the new First Series Bonds, (ii)
the Fourth Series Burke Bonds pursuant to the Fourth Series Burke Indenture
(each as hereinafter defined) in the case of the new Second Series Bonds, and
(iii) the Fifth Series Burke Bonds pursuant to the Fifth Series Burke Indenture
(each as hereinafter defined) in the case of the new Third 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 any of said series other than for any tax or taxes or other
governmental charge required to be paid by the Company.

         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



                                                      -9-


<PAGE>



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 September 27,
1995 issued pursuant to Section 3.2 of the Loan Agreement dated as of September
1, 1995 between the Development Authority of Burke County and the Company,
relating to the Third Series Burke 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 Burke County (Georgia) Pollution
Control Revenue Bonds (Georgia Power Company Plant Vogtle Project), Third Series
1995 (hereinafter referred to as the "Third Series Burke Bonds") or there shall
be on deposit with the trustee pursuant to the Trust Indenture dated as of
September 1, 1995 of the Development Authority of Burke County to Bank South,
Atlanta, Georgia, as trustee, relating to the Third Series Burke Bonds
(hereinafter referred to as the "Third Series Burke Indenture"), sufficient
available funds to pay fully or partially the then due principal of and premium,
if any, and interest on the Third Series Burke 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 Third
Series Burke Indenture stating (i) that timely payment of principal of or
premium, if any, or interest on the Third Series Burke 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 redemption of the new First Series Bonds
(hereinafter called "First Series Redemption Demand") from the trustee under the
Third Series Burke Indenture stating that the principal amount of all the Third
Series Burke Bonds then outstanding under the Third



                                                      -10-


<PAGE>



Series Burke Indenture has been declared immediately due and payable pursuant to
the provisions of Section 8.02 of the Third Series Burke Indenture, specifying
the date from which unpaid interest on the Third Series Burke 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 Third Series Burke 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 Third Series Burke 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 Third Series Burke 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 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



                                                      -11-


<PAGE>



"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 Third Series Burke Indenture stating: (1) the
principal amount of Third Series Burke Bonds to be redeemed pursuant to the
optional redemption provisions of the Third Series Burke Bonds and the Third
Series Burke Indenture; (2) the date of such redemption and that notice thereof
has been given as required by the Third Series Burke Indenture; (3) that the
Trustee shall call for redemption on the stated date fixed for redemption of the
Third Series Burke Bonds a principal amount of the new First Series Bonds equal
to the principal amount of Third Series Burke Bonds to be redeemed; and (4) that
the trustee under the Third Series Burke 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 Third
Series Burke 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 September 27,
1995 issued pursuant to Section 3.2 of the Loan Agreement dated as of September
1, 1995 between the Development Authority of Burke County and the Company,
relating to the Fourth Series Burke 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 Burke County (Georgia) Pollution
Control Revenue Bonds (Georgia Power Company Plant Vogtle Project), Fourth
Series 1995 (hereinafter referred to as the "Fourth Series Burke Bonds") or
there shall be on deposit with the trustee pursuant to the Trust Indenture dated
as of September 1, 1995 of the Development Authority of Burke County to Bank
South, Atlanta, Georgia, as trustee, relating to the Fourth Series Burke Bonds
(hereinafter referred to as the "Fourth Series Burke Indenture"), sufficient
available funds to pay fully or partially the then due principal of and premium,
if any, and interest on the Fourth Series Burke



                                                      -12-


<PAGE>



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 Fourth Series Burke Indenture stating (i) that timely
payment of principal of or premium, if any, or interest on the Fourth Series
Burke 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 Fourth Series Burke Indenture stating that the principal amount of all the
Fourth Series Burke Bonds then outstanding under the Fourth Series Burke
Indenture has been declared immediately due and payable pursuant to the
provisions of Section 8.02 of the Fourth Series Burke Indenture, specifying the
date from which unpaid interest on the Fourth Series Burke 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 Fourth Series Burke
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 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 Fourth Series
Burke Indenture. Second Series Demand Redemption of the new



                                                      -13-


<PAGE>



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 Fourth Series Burke
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 Fourth Series Burke Indenture stating: (1) the principal
amount of Fourth Series Burke Bonds to be redeemed pursuant to the optional
redemption provisions of the Fourth Series Burke Bonds and the Fourth Series
Burke Indenture; (2) the date of such redemption and that notice thereof has
been given as required by the Fourth Series Burke Indenture; (3) that the
Trustee shall call for redemption on the stated date fixed for redemption of the
Fourth Series Burke Bonds a principal amount of the new Second Series Bonds
equal to the principal amount of Fourth Series Burke Bonds to be redeemed; and
(4) that the trustee under the Fourth Series Burke 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 Fourth Series Burke 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 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 obligation of the Company to make payments
with respect to the principal of and premium, if any, and



                                                      -14-


<PAGE>



interest on the new Third 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 September 27, 1995 issued pursuant to Section 3.2 of the
Loan Agreement dated as of September 1, 1995 between the Development Authority
of Burke County and the Company, relating to the Fifth Series Burke 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
Burke County (Georgia) Pollution Control Revenue Bonds (Georgia Power Company
Plant Vogtle Project), Fifth Series 1995 (hereinafter referred to as the "Fifth
Series Burke Bonds") or there shall be on deposit with the trustee pursuant to
the Trust Indenture dated as of September 1, 1995 of the Development Authority
of Burke County to Bank South, Atlanta, Georgia, as trustee, relating to the
Fifth Series Burke Bonds (hereinafter referred to as the "Fifth Series Burke
Indenture"), sufficient available funds to pay fully or partially the then due
principal of and premium, if any, and interest on the Fifth Series Burke 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 Third 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 Fifth Series Burke Indenture stating (i) that timely payment of
principal of or premium, if any, or interest on the Fifth Series Burke 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
Third Series Bonds shall also be redeemable in whole upon receipt by the Trustee
of a written demand for the redemption of the new Third Series Bonds
(hereinafter called "Third Series Redemption Demand") from the trustee under the
Fifth Series Burke Indenture stating that the principal amount of all the Fifth
Series Burke Bonds then outstanding under the Fifth Series Burke Indenture has
been declared immediately due and payable pursuant to the provisions of Section
8.02 of the Fifth Series Burke Indenture, specifying the date from which unpaid
interest on the Fifth Series Burke Bonds has then accrued and stating that such
declaration of maturity has not been rescinded. The Trustee shall within 10 days
of receiving the Third 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 "Third Series Demand Redemption") and shall mail to the
Trustee notice of such date at least 30 days



                                                      -15-


<PAGE>



prior thereto. The date fixed for Third Series Demand Redemption may be any day
not more than 180 days after receipt by the Trustee of the Third Series
Redemption Demand. If the Trustee does not receive such notice from the Company
within 150 days after receipt by the Trustee of the Third Series Redemption
Demand, the date for Third Series Demand Redemption shall be deemed fixed at the
180th day after such receipt. The Trustee shall mail notice of the date fixed
for Third Series Demand Redemption (hereinafter called the "Third Series Demand
Redemption Notice") to the trustee under the Third Series Burke Indenture (and
the registered holders of the new Third Series Bonds if other than said trustee)
not more than 10 nor less than 5 days prior to the date fixed for Third Series
Demand Redemption, provided, however, that the Trustee shall mail no Third
Series Demand Redemption Notice (and no Third Series Demand Redemption shall be
made) if prior to the mailing of the Third Series Demand Redemption Notice the
Trustee shall have received written notice of rescission of the Third Series
Redemption Demand from the trustee under the Fifth Series Burke Indenture. Third
Series Demand Redemption of the new Third 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 Third
Series Demand Redemption as above provided. Anything in this paragraph contained
to the contrary notwithstanding, if, after mailing of the Third Series Demand
Redemption Notice and prior to the date fixed for Third Series Demand
Redemption, the Trustee shall have been advised in writing by the trustee under
the Fifth Series Burke Indenture that the Third Series Redemption Demand has
been rescinded, the Third 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 Third Series
Bonds and no payments in respect thereof as specified in the Third Series Demand
Redemption Notice shall be effected or required.

         The new Third Series Bonds shall also be redeemable in whole at any
time, or in part from time to time (hereinafter called the "Third Series Regular
Redemption"), upon receipt by the Trustee of a written demand (hereinafter
referred to as the "Third Series Regular Redemption Demand") from the trustee
under the Fifth Series Burke Indenture stating: (1) the principal amount of
Fifth Series Burke Bonds to be redeemed pursuant to the optional redemption
provisions of the Fifth Series Burke Bonds and the Fifth Series Burke Indenture;
(2) the date of such redemption and that notice thereof has been given as
required by the Fifth Series Burke Indenture; (3) that the Trustee shall call
for redemption on the stated date fixed for redemption of the Fifth Series Burke
Bonds a principal amount of the new Third Series



                                                      -16-


<PAGE>



Bonds equal to the principal amount of Fifth Series Burke Bonds to be redeemed;
and (4) that the trustee under the Fifth Series Burke Indenture, as holder of
all the new Third Series Bonds then outstanding, waives notice of such
redemption. The Trustee may conclusively presume the statements contained in the
Third Series Regular Redemption Demand to be correct. Third Series Regular
Redemption of the new Third 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 Fifth Series Burke Bonds, and such amount shall become and be
due and, subject to the first paragraph of this Section 4, payable on the date
fixed for such Third Series Regular Redemption, which shall be the date
specified pursuant to item (2) of the Third Series Regular Redemption Demand as
above provided.

         SECTION 5. 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 6. 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 7. 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 8. 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 9. 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 10. 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.



                                                      -17-


<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 21st day of September, 1995 by Georgia Power
Company in the County of Fulton, State of Georgia, in the presence of



Unofficial Witness



Notary Public, Henry County, Georgia
My Commission Expires April 20, 1999



                                        (signatures continued on next page)


<PAGE>




                                              CHEMICAL BANK



                                       By:
                                                  Vice President
Attest:


Senior Trust Officer

Signed, sealed and delivered this 22nd day of September, 1995 by Chemical Bank
in the County of New York, State of New York, in the presence of



Unofficial Witness



        ANNABELLE DELUCA
Notary Public, State of New York
        No. 01 DE 5013759
    Qualified in Kings County
Certificate filed in New York County
Commission Expires July 15, 1997


<PAGE>




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

         On the 21st day of September, 1995, personally appeared before me
Angela K. Page, a Notary Public in and for the State and County aforesaid, Linda
J. Hein, 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 Angela K. Page 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 21st day of   )
September, 1995                             )



Notary Public, Henry County, Georgia
My Commission Expires April 20, 1999




<PAGE>




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


         On the 22nd day of September, 1995, personally appeared before me
Annabelle DeLuca, a Notary Public in and for the State and County aforesaid, B.
Kelly, who made oath and said that she was present and saw the corporate seal of
Chemical Bank affixed to the above written instrument, that she saw G.
McFarlane, Vice President, with R. Lorenzen, Senior Trust Officer, known to her
to be such officers of said corporation respectively, attest the same, and that
she, deponent, with Annabelle DeLuca, 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 22nd day of      )
September, 1995                                   )



        ANNABELLE DELUCA
Notary Public, State of New York
       No. 01 DE 5013759
  Qualified in Kings County
Certificate filed in New York County
Commission Expires July 15, 1997


<PAGE>




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

         On the 21st day of September, 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, Henry
                                      County, Georgia
                                      My Commission Expires
                                      April 20, 1999




<PAGE>




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

         On the 22nd day of September, in the year one thousand nine hundred and
ninety-five, before me personally came G. McFarlane, to me known, who, being by
me duly sworn, did depose and say that he resides at 1678 N. Gardiner Drive, Bay
Shore, New York; that he is a Vice President 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.


                                ANNABELLE DELUCA
                             Notary Public, State of
                                    New York
                                No. 01 DE 5013759
                            Qualified in Kings County
                            Certificate filed in New
                                   York County
                               Commission Expires
                                  July 15, 1997




<PAGE>




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

         On the 21st day of September, 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 21st day of September, 1995.



                                                         Notary Public, Henry
                                                         County, Georgia
                                                         My Commission Expires
                                                         April 20, 1999


<PAGE>




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

         On the 22nd day of September, 1995, before me appeared G. McFarlane, to
me personally known, who, being by me duly sworn, did say that he is a Vice
President 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 G. McFarlane acknowledged said instrument to be the free act and deed
of said corporation.

         Given under my hand this 22nd day of September, 1995.



                                ANNABELLE DELUCA
                             Notary Public, State of
                                    New York
                                No. 01 DE 5013759
                            Qualified in Kings County
                            Certificate filed in New
                                   York County
                               Commission Expires
                                  July 15, 1997