Exhibit 4.1










                              GEORGIA POWER COMPANY

                                       TO

                           JPMORGAN CHASE BANK, N.A.,
                                     TRUSTEE






                       TWENTY-SIXTH SUPPLEMENTAL INDENTURE

                          DATED AS OF DECEMBER 6, 2005









                           SERIES Z 5.25% SENIOR NOTES

                              DUE DECEMBER 15, 2015











<PAGE>



                              TABLE OF CONTENTS(1)

                                                                        PAGE


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

    Series Z 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


    (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.

                                       i
<PAGE>




         .........THIS TWENTY-SIXTH  SUPPLEMENTAL  INDENTURE is made as of the
6th day of December,  2005, 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, N.A., a national banking association,
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, 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 Twenty-Sixth  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-Sixth 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 Z 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 Z 5.25% Senior Notes due December 15, 2015 (the "Series Z Notes").
<PAGE>

         There are to be authenticated and delivered $250,000,000 principal
amount of Series Z Notes, and such principal amount of the Series Z Notes may be
increased from time to time pursuant to Section 301 of the Original Indenture.
All Series Z 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 Z Notes. Any such additional Series Z Notes will have the same
interest rate, maturity and other terms as those initially issued. No Series Z
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 Z Notes shall be issued in definitive fully
registered form.

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

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

         Each Series Z 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 Z 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 Z 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 Z 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 and reasonably
acceptable to the Trustee.

         "Interest Payment Dates" means June 15 and December 15 of each year,
commencing June 15, 2006.

         "Original Issue Date" means December 6, 2005.

                                       2
<PAGE>

         "Reference Treasury Dealer" means a primary United States Government
securities dealer in New York City appointed by the Company and reasonably
acceptable to the Trustee.

         "Reference Treasury Dealer Quotation" means, with respect to the
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Trustee, 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 close of business on the 15th calendar day preceding such Interest
Payment Date (whether or not a Business Day).

         "Stated Maturity" means December 15, 2015.

         "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 Z Notes shall be due at Stated Maturity (unless earlier redeemed). The
unpaid principal amount of the Series Z Notes shall bear interest at the rate of
5.25% 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 Z Notes are registered 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 Z 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 Z 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 Z 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 Z Notes will include interest
accrued to but excluding the respective Interest Payment Dates. Interest
payments for the Series Z 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 Z 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.


                                       3

<PAGE>

         Payment of the principal and interest due at the Stated Maturity or
earlier redemption of the Series Z Notes shall be made upon surrender of the
Series Z Notes at the Corporate Trust Office of the Trustee. The principal of
and interest on the Series Z 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 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 Z Notes may be issued in
denominations of $1,000, or any integral multiple thereof.

         SECTION 105. Global Securities. The Series Z 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 Z Notes represented by
one or more Global Securities will not be exchangeable for, and will not
otherwise be issuable as, Series Z 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 Z 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 Z 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 Z Notes. Any Global Security that is exchangeable pursuant
to the preceding sentence shall be exchangeable for Series Z 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 Z 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.

                                       4


<PAGE>

         The Company shall not be required (a) to issue, transfer or exchange
any Series Z 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 Indenture identifying the serial numbers of the Series Z 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 Z Notes theretofore
selected for redemption in whole or in part, except the unredeemed portion of
any Series Z Notes redeemed in part.

         SECTION 107. Redemption at the Company's Option. The Series Z 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 a redemption price (the "Redemption Price") equal to the greater of
(1) 100% of the principal amount of the Series Z Notes to be redeemed or (2) the
sum of the present values of the remaining scheduled payments of principal and
interest on the Series Z Notes being redeemed discounted 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 15 basis points,
plus, in each case, accrued interest thereon to the date of redemption.

         In the event of redemption of the Series Z Notes in part only, a new
Series Z 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 Z 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 Twenty-Sixth
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 Z Notes and of this Twenty-Sixth 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-Sixth Supplemental Indenture
shall be read, taken and construed as one and the same instrument.

                                       5
<PAGE>

         SECTION 203. Executed in Counterparts. This Twenty-Sixth 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:  /s/  Daniel Lowery                By: /s/  Cliff S. Thrasher
   ---------------------------            -----------------------------------
         Daniel Lowery                    Cliff S. Thrasher
         Corporate Secretary              Executive Vice President,
                                          Chief Financial Officer and Treasurer



ATTEST:  .........                     JPMORGAN CHASE BANK, N.A., as Trustee


By:  /s/ Diane Darconte                By:/s/  Carol Ng
   ---------------------------            ------------------------------
         Diane Darconte                   Carol Ng
         Trust Officer                    Vice President


<PAGE>


                                    EXHIBIT A

                              FORM OF SERIES Z NOTE




<PAGE>


1578017.2.DOC




NO. ____                                                 CUSIP NO. 373334 GA 3


                              GEORGIA POWER COMPANY
                           SERIES Z 5.25% SENIOR NOTE
                              DUE DECEMBER 15, 2015



       Principal Amount:                      $_____________

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

       Original Issue Date:                   December 6, 2005

       Stated Maturity:                       December 15, 2015

       Interest Payment Dates:                June 15 and December 15

       Interest Rate:                         5.25% 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 June 15, 2006, 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 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

<PAGE>

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 Z Notes shall be made upon surrender of the
Series Z Notes at the Corporate Trust Office of the Trustee. The principal of
and interest on the Series Z 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.


                                       2
<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:


--------------------------------------


                  {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, N.A.,
                              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, 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 Z 5.25% Senior Notes
due December 15, 2015 (the "Series Z 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 Z 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. The Company shall have the right to redeem the
Series Z Notes in whole or in part at a redemption price (the "Redemption
Price") equal to the greater of (1) 100% of the principal amount of the Series Z
Notes to be redeemed or (2) the sum of the present values of the remaining
scheduled payments of principal and interest on the Series Z Notes being
redeemed discounted 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 (as defined below) plus 15 basis points, plus, in each case,
accrued interest thereon to the date of redemption.

         "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 Z 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 Z 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 and reasonably
acceptable to the Trustee.

                                       5
<PAGE>

         "Reference Treasury Dealer" means a primary United States Government
securities dealer in New York City appointed by the Company and reasonably
acceptable to the Trustee.

         "Reference Treasury Dealer Quotation" means, with respect to the
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Trustee, 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 Z 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

                                       6
<PAGE>

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.




                                       7

<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:

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.


                                       8

<PAGE>


                                    EXHIBIT B


                          CERTIFICATE OF AUTHENTICATION


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

                       JPMORGAN CHASE BANK, N.A.,
                       as Trustee


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