Exhibit 4.1







                              GEORGIA POWER COMPANY

                                       TO

                          JPMORGAN CHASE BANK,TRUSTEE.






                       TWENTY-FIRST SUPPLEMENTAL INDENTURE

                          DATED AS OF FEBRUARY 17, 2004






                                  $150,000,000


                       SERIES U FLOATING RATE SENIOR NOTES

                              DUE FEBRUARY 17, 2009











<PAGE>



TABLE OF CONTENTS1


                                                                           PAGE



ARTICLE 1                  .................................................1


SECTION 101.               Establishment....................................1
                           -------------


SECTION 102.               Definitions......................................2
                           -----------


SECTION 103.               Payment of Principal and Interest................3
                           ---------------------------------


SECTION 104.               Determination of Interest........................4
                           -------------------------


SECTION 105.               Denominations....................................5
                           -------------


SECTION 106.               Global Securities................................5
                           -----------------


SECTION 107.               Transfer.........................................6
                           --------


ARTICLE 2                  .................................................6


SECTION 201.               Recitals by Company..............................6
                           -------------------


SECTION 202.               Ratification   and   Incorporation   of
                           ------------------------------------------
                           Original Indenture...............................6
                           ------------------


SECTION 203.               Executed in Counterparts.........................6
                           ------------------------

______________________________

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


<PAGE>



         .........THIS TWENTY-FIRST SUPPLEMENTAL INDENTURE is made as of the
17th day of February, 2004, by and between GEORGIA POWER COMPANY, a Georgia
corporation, 241 Ralph McGill Boulevard, N.E., Atlanta, Georgia 30308-3374 (the
"Company"), and JPMORGAN CHASE BANK, a New York banking corporation, 4 New York
Plaza, New York, New York 10004 (the "Trustee").

W I T N E S S E T H:

         .........WHEREAS, the Company has heretofore entered into a Senior Note
Indenture, dated as of January 1, 1998 (the "Original Indenture"), with JPMorgan
Chase Bank (formerly known as 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 Twenty-First 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 Twenty-First 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 U 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 U Floating Rate Senior Notes due February 17, 2009 (the "Series U
Notes").

         There are to be authenticated and delivered $150,000,000 principal
amount of Series U Notes, and such principal amount of the Series U 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 U Notes.
Any such additional Series U Notes will have the same interest rate, maturity
and other terms as those initially issued. No Series U Notes shall be
authenticated and delivered in excess of the principal amount as so increased
except as provided by Sections 203, 303, 304 or 907 of the Original Indenture.
The Series U Notes shall be issued in definitive fully registered form.

         The Series U 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 U Notes shall be The Depository Trust Company.

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

         Each Series U 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 U Notes will not be redeemable at the option of the Company
prior to the Stated Maturity and 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.

         "Calculation Agent" means JPMorgan Chase Bank, or its successor
appointed by the Company, acting as calculation agent.

         "Interest Determination Date" means the second London Business Day
immediately preceding the first day of the relevant Interest Period.

         "Interest Payment Dates" means the 17th day of February, May, August
and November, commencing May 17, 2004; provided, however, in the event that any
Interest Payment Date would otherwise be a day that is not a Business Day, the
Interest Payment Date will be the next succeeding Business Day.

         "Interest Period" means the period commencing on an Interest Payment
Date (or, with respect to the initial Interest Period only, commencing on the
Original Issue Date) and ending on the day before the next succeeding Interest
Payment Date.

         "LIBOR" for any Interest Determination Date will be the Reported Rate
for deposits in U.S. dollars having a maturity of three months for a period
commencing on the second London Business Day immediately following the Interest
Determination Date in amounts of not less than $1,000,000, at approximately
11:00 a.m., London time, on the Interest Determination Date.

         "London Business Day" means a day that is a Business Day and a day on
which dealings in deposits in U. S. dollars are transacted, or with respect to
any future date are expected to be transacted, in the London interbank market.

         "Original Issue Date" means February 17, 2004.

         "Rate Quotation" is defined in Section 104 hereof.

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

         "Reported Rate" means the rate that appears on Telerate Page 3750.

         "Representative Amounts" is defined in Section 104 hereof.

         "Stated Maturity" means February 17, 2009.

         "Telerate Page 3750" means the display designated on page 3750 on
Moneyline Telerate, Inc. (or such other page as may replace the 3750 page on
that service or such other service as may be nominated by the British Bankers'
Association for the purpose of displaying London interbank offered rates for U.
S. dollar deposits).

         SECTION 103. Payment of Principal and Interest. The principal of the
Series U Notes shall be due at Stated Maturity. The unpaid principal amount of
the Series U Notes shall bear interest at the rates set quarterly pursuant to
Section 104 hereof until paid or duly provided for. Interest shall be paid
quarterly in arrears on each Interest Payment Date to the Person in whose name
the Series U Notes are registered on the Regular Record Date for such Interest
Payment Date, provided that interest payable at the Stated Maturity of principal
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 U 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 U 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 U 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 U Notes will include interest
accrued to but excluding the respective Interest Payment Dates. Interest
payments for the Series U Notes shall be computed and paid on the basis of the
actual number of days elapsed over a 360-day year.

         Payment of the principal and interest due at the Stated Maturity of the
Series U Notes shall be made upon surrender of the Series U Notes at the
Corporate Trust Office of the Trustee. The principal of and interest on the
Series U Notes shall be paid in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. Payments of interest (including interest on any Interest Payment
Date) will be made, subject to such surrender where applicable, at the option of
the Company, (i) by check mailed to the address of the Person entitled thereto
as such address shall appear in the Security Register or (ii) by wire 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. Determination of Interest. The Series U Notes will bear
interest for each Interest Period at a per annum rate determined by the
Calculation Agent, subject to the maximum interest rate permitted by New York or
other applicable state law, as such law may be modified by United States law of
general application. The interest rate applicable during each Interest Period
will be equal to LIBOR on the Interest Determination Date for such Interest
Period plus 0.18%; provided, however, that in certain circumstances described
below, the interest rate will be determined without reference to LIBOR. Promptly
upon such determination, the Calculation Agent will notify the Company and the
Trustee, if the Trustee is not then serving as the Calculation Agent, of the
interest rate for the new Interest Period. The interest rate determined by the
Calculation Agent, absent manifest error, shall be binding and conclusive upon
the beneficial owners and Holders of the Series U Notes, the Company and the
Trustee.

         If the following circumstances exist on any Interest Determination
Date, the Calculation Agent shall determine the interest rate for the Series U
Notes as follows:

                  (1) In the event no Reported Rate appears on Telerate Page
         3750 as of approximately 11:00 a.m., London time, on an Interest
         Determination Date, the Calculation Agent shall request the principal
         London offices of each of four major banks in the London interbank
         market selected by the Calculation Agent (after consultation with the
         Company) to provide a quotation of the rate (the "Rate Quotation") at
         which three-month U.S. dollar deposits in amounts of not less than
         $1,000,000 are offered by it to prime banks in the London interbank
         market, as of approximately 11:00 a.m., London time, on such Interest
         Determination Date, that is representative of single transactions at
         such time (the "Representative Amounts"). If at least two Rate
         Quotations are provided, the interest rate will be the arithmetic mean
         of the Rate Quotations obtained by the Calculation Agent, plus 0.18%.

                  (2) In the event no Reported Rate appears on Telerate Page
         3750 as of approximately 11:00 a.m., London time, on an Interest
         Determination Date and there are fewer than two Rate Quotations, the
         interest rate will be the arithmetic mean of the rates quoted at
         approximately 11:00 a.m., New York City time, on such Interest
         Determination Date, by three major banks in New York City selected by
         the Calculation Agent (after consultation with the Company), for loans
         in Representative Amounts in U. S. dollars to leading European banks,
         having a maturity of three months for a period commencing on the second
         London Business Day immediately following such Interest Determination
         Date, plus 0.18%; provided, however, that if fewer than three banks
         selected by the Calculation Agent are quoting such rates, the interest
         rate for the applicable Interest Period will be the same as the
         interest rate in effect for the immediately preceding Interest Period.

         Upon the request of a Holder of the Series U Notes, the Calculation
Agent will provide to such Holder the interest rate in effect on the date of
such request and, if determined, the interest rate for the next Interest Period.

         SECTION 105. Denominations. The Series U Notes may be issued in the
denominations of $1,000, or any integral multiple thereof.

         SECTION 106. Global Securities. The Series U 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 U Notes represented by
the Global Security will not be exchangeable for, and will not otherwise be
issuable as, Series U 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 U 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.

         A Global Security shall be exchangeable for Series U 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 U Notes. Any
Global Security that is exchangeable pursuant to the preceding sentence shall be
exchangeable for Series U Notes registered in such names as the Depositary shall
direct.

         SECTION 107 Transfer. No service charge will be made for any transfer
or exchange of Series U 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.


                                    ARTICLE 2

Miscellaneous Provisions

         SECTION 201. Recitals by Company. The recitals in this Twenty-First
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 U Notes and of this Twenty-First 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 Twenty-First Supplemental Indenture
shall be read, taken and construed as one and the same instrument.

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




<PAGE>



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

ATTEST:                            GEORGIA POWER COMPANY


By:                                By:
   -----------------------------      ---------------------------------------
         Wayne Boston                       C. B. Harreld
         Assistant Secretary                Executive Vice President, Chief
                                            Financial Officer and Treasurer



ATTEST:                            JPMORGAN CHASE BANK, as Trustee


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




<PAGE>


                                    EXHIBIT A

                              FORM OF SERIES U NOTE




<PAGE>






NO. __                                                     CUSIP NO. 373334 FX4


                              GEORGIA POWER COMPANY
                       SERIES U FLOATING RATE SENIOR NOTE
                              DUE FEBRUARY 17, 2009



Principal Amount:              $_____________

Regular Record Date:           15th calendar day prior to Interest Payment Date,
                               whether or not a Business Day

Original Issue Date:           February 17, 2004

Stated Maturity:               February 17, 2009

Interest Payment Dates:        17th day of February, May, August and November;
                               provided, however, in the event that any Interest
                               Payment Date would otherwise be a day that is not
                               a Business Day, the Interest Payment Date will be
                               the next succeeding Business Day

Interest Rate:                 LIBOR plus 0.18% per annum, as set on each
                               Interest Determination Date

Interest Determination Dates:  2nd London Business Day immediately preceding the
                               first day of the relevant Interest Period

Authorized Denomination:       $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, 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, quarterly in arrears on each Interest Payment Date as
specified above, commencing on May 17, 2004, and on the Stated Maturity at the
rates per annum determined in accordance with the provisions specified below
until the principal hereof is paid or made available for payment and on any
overdue principal and on any overdue installment of interest. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
(other than an Interest Payment Date that is the Stated Maturity) 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 Stated Maturity 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.

         The Series U Notes (as defined on the reverse hereof) will bear
interest for each Interest Period at a per annum rate determined by the
Calculation Agent, subject to the maximum interest rate permitted by New York or
other applicable state law, as such law may be modified by United States law of
general application. The interest rate applicable during each Interest Period
will be equal to LIBOR on the Interest Determination Date for such Interest
Period plus 0.18%; provided, however, that in certain circumstances described
below, the interest rate will be determined without reference to LIBOR. Promptly
upon such determination, the Calculation Agent will notify the Company and the
Trustee, if the Trustee is not then serving as the Calculation Agent, of the
interest rate for the new Interest Period. The interest rate determined by the
Calculation Agent, absent manifest error, shall be binding and conclusive upon
the beneficial owners and Holders of the Series U Notes, the Company and the
Trustee.

         If the following circumstances exist on any Interest Determination
Date, the Calculation Agent shall determine the interest rate for the Series U
Notes as follows:

                  (1) In the event no Reported Rate appears on Telerate Page
         3750 as of approximately 11:00 a.m., London time, on an Interest
         Determination Date, the Calculation Agent shall request the principal
         London offices of each of four major banks in the London interbank
         market selected by the Calculation Agent (after consultation with the
         Company) to provide a quotation of the rate (the "Rate Quotation") at
         which three-month U.S. dollar deposits in amounts of not less than
         $1,000,000 are offered by it to prime banks in the London interbank
         market, as of approximately 11:00 a.m., London time, on such Interest
         Determination Date, that is representative of single transactions at
         such time (the "Representative Amounts"). If at least two Rate
         Quotations are provided, the interest rate will be the arithmetic mean
         of the Rate Quotations obtained by the Calculation Agent, plus 0.18%.

                  (2) In the event no Reported Rate appears on Telerate Page
         3750 as of approximately 11:00 a.m., London time, on an Interest
         Determination Date and there are fewer than two Rate Quotations, the
         interest rate will be the arithmetic mean of the rates quoted at
         approximately 11:00 a.m., New York City time, on such Interest
         Determination Date, by three major banks in New York City selected by
         the Calculation Agent (after consultation with the Company), for loans
         in Representative Amounts in U. S. dollars to leading European banks,
         having a maturity of three months for a period commencing on the second
         London Business Day immediately following such Interest Determination
         Date, plus 0.18%; provided, however, that if fewer than three banks
         selected by the Calculation Agent are quoting such rates, the interest
         rate for the applicable Interest Period will be the same as the
         interest rate in effect for the immediately preceding Interest Period.

         "Calculation Agent" means JPMorgan Chase Bank, or its successor
appointed by the Company, acting as calculation agent.

         "Interest Determination Date" means the second London Business Day
immediately preceding the first day of the relevant Interest Period.

         "Interest Period" means the period commencing on an Interest Payment
Date (or, with respect to the initial Interest Period only, commencing on the
Original Issue Date) and ending on the day before the next succeeding Interest
Payment Date.

         "LIBOR" for any Interest Determination Date will be the Reported Rate
for deposits in U.S. dollars having a maturity of three months for a period
commencing on the second London Business Day immediately following the Interest
Determination Date in amounts of not less than $1,000,000, at approximately
11:00 a.m., London time, on the Interest Determination Date.

         "London Business Day" means a day that is a Business Day and a day on
which dealings in deposits in U. S. dollars are transacted, or with respect to
any future date are expected to be transacted, in the London interbank market.

         "Reported Rate" means the rate that appears on Telerate Page 3750.

         "Telerate Page 3750" means the display designated on page 3750 on
Moneyline Telerate, Inc. (or such other page as may replace the 3750 page on
that service or such other service as may be nominated by the British Bankers'
Association for the purpose of displaying London interbank offered rates for U.
S. dollar deposits).

         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 the actual number of days elapsed
over a 360-day year. 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 of
the Series U Notes shall be made upon surrender of the Series U Notes at the
Corporate Trust Office of the Trustee. The principal of and interest on the
Series U 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 or other
electronic transfer at such place and to such account at a banking institution
in the United States as may be designated in writing to the Trustee at least 16
days prior to the date for payment by the Person entitled thereto.

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

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



<PAGE>






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

Dated:


                                    GEORGIA POWER COMPANY



                                    By:
                                       ----------------------------------------
                                       Name:
                                       Title:

Attest:



Name:
Title:



                  {Seal of GEORGIA POWER COMPANY appears here}









<PAGE>



                          CERTIFICATE OF AUTHENTICATION

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

                                   JPMORGAN CHASE BANK,
                                   as Trustee


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


<PAGE>


                             (Reverse Side of Note)


         This Note is one of a duly authorized issue of Senior Notes of the
Company (the "Notes"), issued and issuable in one or more series under a Senior
Note Indenture, dated as of January 1, 1998, as supplemented (the "Indenture"),
between the Company and JPMorgan Chase Bank (formerly known as The Chase
Manhattan Bank), Trustee (the "Trustee," which term includes any successor
trustee under the Indenture), to which Indenture and all indentures incidental
thereto reference is hereby made for a statement of the respective rights,
limitation of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Notes issued thereunder and of the terms upon
which said Notes are, and are to be, authenticated and delivered. This Note is
one of the series designated on the face hereof as Series U Floating Rate Senior
Notes due February 17, 2009 (the "Series U 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 U Notes will not have a sinking fund.

         The Series U Notes will not be redeemable at the option of the Company
prior to the Stated Maturity.

         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 rates, 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.

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

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

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








<PAGE>


ABBREVIATIONS

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


<PAGE>




TEN COM- as tenants in       UNIF GIFT MIN ACT- _______ Custodian ________
         common                                  (Cust)           (Minor)
TEN ENT- as tenants by the
         entireties                             under Uniform Gifts to
 JT TEN- as joint tenants                       Minors Act
         with right of
         survivorship and                      ________________________
         not as tenants                               (State)
         in common


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.



<PAGE>



                                    EXHIBIT B


                          CERTIFICATE OF AUTHENTICATION


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

                                      JPMORGAN CHASE BANK,
                                      as Trustee


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