ex4-2.htm


    Exhibit
4.2


    


    


    


    


    


    


    


    


    GEORGIA
POWER COMPANY

    


    TO

    


    THE
BANK OF NEW YORK MELLON,

    TRUSTEE

    


    


    


    


    


    


    FORTY-SECOND
SUPPLEMENTAL INDENTURE

    


    DATED
AS OF AUGUST 31, 2010

    


    


    


    


    


    


    


    


    


    SERIES
2010C 4.75% SENIOR NOTES

    


    DUE
SEPTEMBER 1, 2040

    


    


    


    


    


    


    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE OF CONTENTS1

    


    PAGE

     

    
      	 ARTICLE 1	 1
	
               

               

            	
              Series 2010C Senior
      Notes

            	 1
	 	  

              SECTION
      101.  Establishment

            	 1
	 	  

              SECTION
      102.  Definitions

            	 2
	 	  

              SECTION
      103.  Payment of Principal and Interest

            	 3
	 	  

              SECTION
      104.  Denominations

            	 4
	 	  

              SECTION
      105.  Global Securities

            	 4
	 	  

              SECTION
      106.  Transfer

            	 4
	 	  

              SECTION
      107.  Redemption at the Company’s Option

            	 5
	
               
      

              ARTICLE
      2  

               

            	 5
	 	  

              Miscellaneous
      Provisions

            	 5
	 	  

              SECTION
      201.  Recitals by Company

            	 5
	 	  

              SECTION
      202.  Ratification and Incorporation of Original
      Indenture

            	 5
	 	  

              SECTION
      203.  Executed in Counterparts

            	 6


    

     

    EXHIBIT
A                      Form
of Series 2010C Note

    


    EXHIBIT
B                      Certificate
of Authentication

     

    


    

      

    

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

       

    


    
      
        
          
            	
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    THIS FORTY-SECOND SUPPLEMENTAL
INDENTURE is made as of the 31st day of August, 2010, by and between GEORGIA
POWER COMPANY, a Georgia corporation, 241 Ralph McGill Boulevard, N.E., Atlanta,
Georgia 30308-3374 (the “Company”), and THE BANK OF NEW YORK MELLON, a New York
banking corporation, 101 Barclay Street, Floor 8W, New York, New
York  10286 (the “Trustee”).

    


    W I T N E
S S E T H:

    


    WHEREAS, the Company has heretofore
entered into a Senior Note Indenture, dated as of January 1, 1998 (the “Original
Indenture”), with The Bank of New York Mellon (as successor to JPMorgan Chase
Bank, N.A. (formerly known as The Chase Manhattan Bank)), as heretofore
supplemented;

    


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

    


    WHEREAS, under the Original Indenture,
a new series of Senior Notes may at any time be established by the Board of
Directors of the Company in accordance with the provisions of the Original
Indenture and the terms of such series may be described by a supplemental
indenture executed by the Company and the Trustee;

    


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

    


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

    


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

    


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

    


    


    ARTICLE
1

    


    Series
2010C Senior Notes

    


    SECTION 101.  Establishment.  There
is hereby established a new series of Senior Notes to be issued under the
Indenture, to be designated as the Company’s Series 2010C 4.75% Senior Notes due
September 1, 2040 (the “Series 2010C Notes”).

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    There are to be authenticated and
delivered $500,000,000 principal amount of Series 2010C Notes, and such
principal amount of the Series 2010C Notes may be increased from time to time
pursuant to Section 301 of the Original Indenture.  All Series 2010C
Notes need not be issued at the same time and such series may be reopened at any
time, without the consent of any Holder, for issuances of additional Series
2010C Notes.  Any such additional Series 2010C Notes will have the
same interest rate, maturity and other terms as those initially
issued.  No Series 2010C Notes shall be authenticated and delivered in
excess of the principal amount as so increased except as provided by
Sections 203, 303, 304, 907 or 1107 of the Original
Indenture.  The Series 2010C Notes shall be issued in fully registered
form.

    


    The Series 2010C Notes shall be issued
in the form of one or more Global Securities in substantially the form set out
in Exhibit A hereto.  The Depositary with respect to the Series 2010C
Notes shall be The Depository Trust Company.

    


    The form of the Trustee’s Certificate
of Authentication for the Series 2010C Notes shall be in substantially the form
set forth in Exhibit B hereto.

    


    Each Series 2010C Note shall be dated
the date of authentication thereof and shall bear interest from the date of
original issuance thereof or from the most recent Interest Payment Date to which
interest has been paid or duly provided for.

    


    The Series 2010C Notes will not have a
sinking fund.

    


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

    


    “Comparable Treasury Issue” means the
United States Treasury security selected by an Independent Investment Banker as
having a maturity comparable to the remaining term of the Series 2010C Notes to
be redeemed that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of the Series 2010C
Notes.

    


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

    


    “Independent Investment Banker” means
an independent investment banking institution of national standing appointed by
the Company.

    


    “Interest Payment Dates” means March 1
and September 1 of each year, commencing March 1, 2011.

    


    “Original Issue Date” means August 31,
2010.

    


    
      
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    “Reference Treasury Dealer” means a
primary United States Government securities dealer in the United States
appointed by the Company.

    


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

    


    “Regular Record Date” means, with
respect to each Interest Payment Date, the 15th calendar day preceding such
Interest Payment Date (whether or not a Business Day).

    


    “Stated Maturity” means September 1,
2040.

    


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

    


    SECTION 103.  Payment of Principal and
Interest.  The principal of the Series 2010C Notes shall be due
at Stated Maturity (unless earlier redeemed).  The unpaid principal
amount of the Series 2010C Notes shall bear interest at the rate of 4.75% per
annum until paid or duly provided for.  Interest shall be paid
semiannually in arrears on each Interest Payment Date to the Person in whose
name the Series 2010C Notes are registered at the close of business on the
Regular Record Date for such Interest Payment Date, provided that interest
payable at the Stated Maturity of principal or on a Redemption Date as provided
herein will be paid to the Person to whom principal is payable.  Any
such interest that is not so punctually paid or duly provided for will forthwith
cease to be payable to the Holders on such Regular Record Date and may either be
paid to the Person or Persons in whose name the Series 2010C Notes are
registered at the close of business on a Special Record Date for the payment of
such defaulted interest to be fixed by the Trustee, notice whereof shall be
given to Holders of the Series 2010C Notes not less than ten (10) days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange, if any, on which
the Series 2010C Notes shall be listed, and upon such notice as may be required
by any such exchange, all as more fully provided in the Original
Indenture.

    


    Payments of interest on the Series
2010C Notes will include interest accrued to but excluding the respective
Interest Payment Dates.  Interest payments for the Series 2010C Notes
shall be computed and paid on the basis of a 360-day year of twelve 30-day
months.  In the event that any date on which interest is payable on
the Series 2010C Notes is not a Business Day, then payment of the interest
payable on such date will be made on the next succeeding day that is a Business
Day (and without any interest or other payment in respect of any such delay),
with the same force and effect as if made on the date the payment was originally
payable.

    


    Payment of the principal and interest
due at the Stated Maturity or earlier redemption of the Series 2010C Notes shall
be made upon surrender of the Series 2010C Notes at the Corporate Trust Office
of the Trustee.  The principal of and interest on the Series 2010C
Notes shall be paid in such coin or currency of the United States of America as
at the time of payment is legal tender for payment of public and private
debts.  Payments of interest (including interest on any Interest
Payment Date) will be made, subject 

     

     

    
      
        3

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    to such
surrender where applicable, at the option of the Company, (i) by check mailed to
the address of the Person entitled thereto as such address shall appear in the
Security Register or (ii) by wire transfer or other electronic transfer at such
place and to such account at a banking institution in the United States as may
be designated in writing to the Trustee at least sixteen (16) days prior to the
date for payment by the Person entitled thereto.

    


    SECTION 104.  Denominations.  The
Series 2010C Notes may be issued in denominations of $1,000, or any integral
multiple thereof.

    


    SECTION 105.  Global
Securities.  The Series 2010C Notes will be issued in the form
of one or more Global Securities registered in the name of the Depositary (which
shall be The Depository Trust Company) or its nominee.  Except under
the limited circumstances described below, Series 2010C Notes represented by one
or more Global Securities will not be exchangeable for, and will not otherwise
be issuable as, Series 2010C Notes in definitive form.  The Global
Securities described above may not be transferred except by the Depositary to a
nominee of the Depositary or by a nominee of the Depositary to the Depositary or
another nominee of the Depositary or to a successor Depositary or its
nominee.

    


    Owners of beneficial interests in such
a Global Security will not be considered the Holders thereof for any purpose
under the Indenture, and no Global Security representing a Series 2010C Note
shall be exchangeable, except for another Global Security of like denomination
and tenor to be registered in the name of the Depositary or its nominee or to a
successor Depositary or its nominee.  The rights of Holders of such
Global Security shall be exercised only through the Depositary.

    


    Subject to the procedures of the
Depositary, a Global Security shall be exchangeable for Series 2010C Notes
registered in the names of persons other than the Depositary or its nominee only
if (i) the Depositary notifies the Company that it is unwilling or unable to
continue as a Depositary for such Global Security and no successor Depositary
shall have been appointed by the Company, or if at any time the Depositary
ceases to be a clearing agency registered under the Securities Exchange Act of
1934, as amended, at a time when the Depositary is required to be so registered
to act as such Depositary and no successor Depositary shall have been appointed
by the Company, in each case within 90 days after the Company receives such
notice or becomes aware of such cessation, (ii) the Company in its sole
discretion determines that such Global Security shall be so exchangeable, or
(iii) there shall have occurred an Event of Default with respect to the Series
2010C Notes.  Any Global Security that is exchangeable pursuant to the
preceding sentence shall be exchangeable for Series 2010C Notes registered in
such names as the Depositary shall direct.

    


    SECTION 106.  Transfer.  No
service charge will be made for any transfer or exchange of Series 2010C Notes,
but payment will be required of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith.

    


    The Company shall not be required (a)
to issue, transfer or exchange any Series 2010C Notes during a period beginning
at the opening of business fifteen (15) days before the date of the mailing of a
notice pursuant to Section 1104 of the Original 

     

     

    
      
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    Indenture
identifying the serial numbers of the Series 2010C Notes to be called for
redemption, and ending at the close of business on the day of the mailing, or
(b) to issue, transfer or exchange any Series 2010C Notes theretofore selected
for redemption in whole or in part, except the unredeemed portion of any Series
2010C Notes redeemed in part.

    


    SECTION 107.  Redemption at the Company’s
Option. The
Series 2010C Notes will be subject to redemption at the option of the Company,
in whole or in part, at any time and from time to time, upon not less than 30
nor more than 60 days’ notice, at redemption prices equal to the greater of (1)
100% of the principal amount of the Series 2010C Notes being redeemed and (2)
the sum of the present values of the remaining scheduled payments of principal
and interest on the Series 2010C Notes being redeemed (not including any portion
of such payments of interest accrued to the Redemption Date) discounted (for
purposes of determining present value) to the Redemption Date on a semiannual
basis (assuming a 360-day year consisting of twelve 30-day months) at a discount
rate equal to the Treasury Yield plus 20 basis points (each, a “Redemption
Price”), plus, in each case, accrued interest thereon to the Redemption
Date.

    


    In the event of redemption of the
Series 2010C Notes in part only, a new Series 2010C Note or Notes for the
unredeemed portion will be issued in the name or names of the Holders thereof
upon the surrender thereof.

    


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

    


    Any redemption of less than all of the
Series 2010C Notes shall, with respect to the principal thereof, be divisible by
$1,000.

    


    ARTICLE
2

    


    Miscellaneous
Provisions

    


    SECTION 201.  Recitals by
Company.  The recitals in this Forty-Second Supplemental
Indenture are made by the Company only and not by the Trustee, and all of the
provisions contained in the Original Indenture in respect of the rights,
privileges, immunities, powers and duties of the Trustee shall be applicable in
respect of Series 2010C Notes and of this Forty-Second Supplemental Indenture as
fully and with like effect as if set forth herein in full.

    


    SECTION 202.  Ratification and
Incorporation of Original Indenture.  As heretofore
supplemented and as supplemented hereby, the Original Indenture is in all
respects ratified and confirmed, and the Original Indenture as heretofore
supplemented and as supplemented by this Forty-Second Supplemental Indenture
shall be read, taken and construed as one and the same instrument.

     

     

    
 

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

    


    



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

    


    


    
      	
              ATTEST:

               

               

              By:       /s/Daniel
      Lowery                                               

              Daniel Lowery

              Corporate Secretary

               

               

               

               

               

            	
              GEORGIA
      POWER COMPANY

               

               

              By:        /s/Ronnie
      R.
      Labrato                                                        

              Ronnie R. Labrato

              Executive Vice
      President,

              Chief Financial Officer and
      Treasurer

               

               

               

               

            
	
              ATTEST:

               

               

              By:      /s/Timothy
      W.
      Casey                                                

              Timothy W. Casey

              Senior Associate

               

            	
              THE
      BANK OF NEW YORK MELLON, as Trustee

               

               

              By:        /s/Laurence
      J.
      O'Brien                                                        

              Laurence J.
O’Brien

              Vice President

               

            


    

    



    
      
        
          


          
            	
                     

                  


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    FORM OF
SERIES 2010C NOTE

    


    



    
      
        
          


          
            	
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        	 NO.
      ___ 	 CUSIP NO.
      373334JS1


      

       

    

    


    


    GEORGIA
POWER COMPANY

    SERIES
2010C 4.75% SENIOR NOTE

    DUE
SEPTEMBER 1, 2040

    


    


    
      	
              Principal
      Amount:

            	
              $__________________

               

            
	
              Regular
      Record Date:

            	
              15th
      calendar day prior to Interest Payment Date (whether or not a Business
      Day)

               

            
	
              Original
      Issue Date:

            	
              August
      31, 2010

               

            
	
              Stated
      Maturity:

            	
              September
      1, 2040

               

            
	
              Interest
      Payment Dates:

            	
              March
      1 and September 1

               

            
	
              Interest
      Rate:

            	
              4.75%
      per annum

               

            
	
              Authorized
      Denominations:

            	
              $1,000
      or any integral multiple thereof

            


    

    


    


    Georgia Power Company, a Georgia
corporation (the “Company”, which term includes any successor corporation under
the Indenture referred to on the reverse hereof), for value received, hereby
promises to pay to ______________, or registered assigns, the principal sum of
______________ DOLLARS ($_________) on the Stated Maturity shown above (or upon
earlier redemption), and to pay interest thereon from the Original Issue Date
shown above, or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, semiannually in arrears on each Interest Payment
Date as specified above, commencing on March 1, 2011, and on the Stated Maturity
(or upon earlier redemption) at the rate per annum shown above until the
principal hereof is paid or made available for payment and at such rate on any
overdue principal and on any overdue installment of interest.  The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date (other than an Interest Payment Date that is the Stated Maturity or
on a Redemption Date) will, as provided in such Indenture, be paid to the Person
in whose name this Note (the “Note”) is registered at the close of business on
the Regular Record Date as specified above next preceding such Interest Payment
Date, provided that any interest payable at the Stated Maturity or on any
Redemption Date will be paid to the Person to whom principal is
payable.  Except as otherwise provided in the Indenture, any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Note is registered at the close of business on a
Special Record Date for the payment of such defaulted interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Notes of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange, if any, on which the Notes of this series shall be listed,
and upon such notice as may be required by any such exchange, all as more fully
provided in the Indenture.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Payments of interest on this Note will
include interest accrued to but excluding the respective Interest Payment
Dates.  Interest payments for this Note shall be computed and paid on
the basis of a 360-day year of twelve 30-day months.  In the event
that any date on which interest is payable on this Note is not a Business Day,
then payment of the interest payable on such date will be made on the next
succeeding day that is a Business Day (and without any interest or other payment
in respect of any such delay), with the same force and effect as if made on the
date the payment was originally payable.  A “Business Day” shall mean
any day other than a Saturday or a Sunday or a day on which banking institutions
in New York City are authorized or required by law or executive order to remain
closed or a day on which the Corporate Trust Office of the Trustee is closed for
business.

    


    Payment of the principal of and
interest due at the Stated Maturity or earlier redemption of the Series 2010C
Notes shall be made upon surrender of the Series 2010C Notes at the Corporate
Trust Office of the Trustee.  The principal of and interest on the
Series 2010C Notes shall be paid in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and
private debts.  Payment of interest (including interest on an Interest
Payment Date) will be made, subject to such surrender where applicable, at the
option of the Company, (i) by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register or (ii) by wire
transfer or other electronic transfer at such place and to such account at a
banking institution in the United States as may be designated in writing to the
Trustee at least 16 days prior to the date for payment by the Person entitled
thereto.

    


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

    


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

    



    
      
        
          


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

    


    Dated:

    


    


    
      	 
      	
              GEORGIA
      POWER COMPANY

               

               

               

              By:                                                                         

              Title:

               

            


    

    


    


    Attest:

    


    


    


    Title:

    


    


    {Seal of
GEORGIA POWER COMPANY appears here}

    


    


    


    



    
      
        
          


           

          


          


          
            	
                     

                  


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    


    


    


    CERTIFICATE
OF AUTHENTICATION

    


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

    


    
      	 
      	
              THE
      BANK OF NEW YORK MELLON,

              as
      Trustee

               

               

              By:                                                                 

              Authorized
      Signatory

               

            


    


    
      
        
          


           

          


          


          
            	
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    (Reverse
Side of Note)

    


    


    This Note is one of a duly authorized
issue of Senior Notes of the Company (the “Notes”), issued and issuable in one
or more series under a Senior Note Indenture, dated as of January 1, 1998, as
supplemented (the “Indenture”), between the Company and The Bank of New York
Mellon (as successor to JPMorgan Chase Bank, N.A. (formerly known as The Chase
Manhattan Bank)), as Trustee (the “Trustee,” which term includes any successor
trustee under the Indenture), to which Indenture and all indentures incidental
thereto reference is hereby made for a statement of the respective rights,
limitation of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Notes issued thereunder and of the terms upon
which said Notes are, and are to be, authenticated and
delivered.  This Note is one of the series designated on the face
hereof as Series 2010C 4.75% Senior Notes due September 1, 2040 (the “Series
2010C Notes”) which is unlimited in aggregate principal
amount.  Capitalized terms used herein for which no definition is
provided herein shall have the meanings set forth in the Indenture.

    


    The Series 2010C Notes
will be subject to redemption at the option of the Company in whole or in part,
at any time and from time to time, upon not less than 30 nor more than 60 days’
notice at redemption prices equal to the greater of (i) 100% of the principal
amount of the Series 2010C Notes
being redeemed and (ii) the sum of the present values of the remaining scheduled
payments of principal and interest on the Series 2010C Notes
being redeemed (not including any portion of such payments of interest accrued
to the Redemption Date) discounted (for purposes of determining present value)
to the Redemption Date on a semiannual basis (assuming a 360-day year consisting
of twelve 30-day months) at a discount rate equal to the Treasury Yield plus 20
basis points (each, a “Redemption Price”), plus, in each case, accrued interest
thereon to the Redemption Date.

    


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

    


    “Comparable Treasury Issue” means the
United States Treasury security selected by an Independent Investment Banker as
having a maturity comparable to the remaining term of the Series 2010C Notes
to be redeemed that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the remaining term of the Series
2010C Notes.

    


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

    


    “Independent Investment Banker” means
an independent investment banking institution of national standing appointed by
the Company.

    


    
      
        5

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Reference Treasury Dealer” means a
primary United States Government securities dealer in the United States
appointed by the Company.

    


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

    


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

    


    In the event of redemption of this Note
in part only, a new Note or Notes of this series for the unredeemed portion
hereof will be issued in the name of the Holder hereof upon the surrender
hereof.

     
 

    The Series 2010C Notes will not have a
sinking fund.

    


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

    


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

    


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

    


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

     

     

    
 

    
      
        6

      

      
        
        

        
          

        

      

      
        
        

      

    

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

    


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

    


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

    


    


    


    



    
      
        
          


           

          


          


          
            	
                    7

                  


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    ABBREVIATIONS

    


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

    


    


    


    
      	
              TEN
      COM-            as
      tenants in

              common

            	
              UNIF
      GIFT MIN ACT- _______ Custodian ________

                        (Cust)                             (Minor)

            
	
              TEN
      ENT-             as
      tenants by the

              entireties

            	 
      
	
              JT
      TEN-                 as
      joint tenants

              with right of

              survivorship and

              not as tenants

              in common

               

            	
              under Uniform Gifts
      to

              Minors Act

               

              ________________________

              (State)

            


    

    


    


    Additional
abbreviations may also be used

    though
not on the above list.

    


    


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

    _______________________________________________________________________________

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

    


    _______________________________________________________________________________

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

    _______________________________________________________________________________

    


    _______________________________________________________________________________

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

    _______________________________________________________________________________

    


    _______________________________________________________________________________

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

    


    


    Dated:
____________                                        ________________________________________________

    


    ________________________________________________

    


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

    


    



    
      
        
          


           

          


          


          
            	
                    8

                  


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
B

    


    


    CERTIFICATE
OF AUTHENTICATION

    


    


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

    


    


    
      	 
      	
              THE
      BANK OF NEW YORK MELLON,

              as
      Trustee

               

               

              By:                                                                           

              Authorized
    Signatory