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<SEC-DOCUMENT>0000092122-01-500082.txt : 20010717
<SEC-HEADER>0000092122-01-500082.hdr.sgml : 20010717
ACCESSION NUMBER:		0000092122-01-500082
CONFORMED SUBMISSION TYPE:	S-3
PUBLIC DOCUMENT COUNT:		13
FILED AS OF DATE:		20010716

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SOUTHERN CO
		CENTRAL INDEX KEY:			0000092122
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRIC SERVICES [4911]
		IRS NUMBER:				580690070
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-3
		SEC ACT:		
		SEC FILE NUMBER:	333-65178
		FILM NUMBER:		1681937

	BUSINESS ADDRESS:	
		STREET 1:		270 PEACHTREE ST
		CITY:			ATLANTA
		STATE:			GA
		ZIP:			30303
		BUSINESS PHONE:		4045065000

	MAIL ADDRESS:	
		STREET 1:		270 PEACHTREE STREET
		CITY:			ATLANTA
		STATE:			GA
		ZIP:			30303

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SOUTHERN CO CAPITAL FUNDING INC
		CENTRAL INDEX KEY:			0001033058
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRIC SERVICES [4911]
		IRS NUMBER:				582318047
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-3
		SEC ACT:		
		SEC FILE NUMBER:	333-65178-01
		FILM NUMBER:		1681938

	BUSINESS ADDRESS:	
		STREET 1:		270 PEACHTREE ST NW
		CITY:			ATLANTA
		STATE:			GA
		ZIP:			30303
		BUSINESS PHONE:		7703930650

	MAIL ADDRESS:	
		STREET 1:		270 PEACHTREE STREET NW
		CITY:			ATLANTA
		STATE:			GA
		ZIP:			30303

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SOUTHERN CO CAPITAL TRUST VI
		CENTRAL INDEX KEY:			0001071324
		STANDARD INDUSTRIAL CLASSIFICATION:	 []
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-3
		SEC ACT:		
		SEC FILE NUMBER:	333-65178-02
		FILM NUMBER:		1681939

	BUSINESS ADDRESS:	
		STREET 1:		C/O SOUTHERN COMPANY SERVICES INC
		STREET 2:		241 RALPH MCGILL BLVD NE BIN 10116
		CITY:			ATLANTA
		STATE:			GA
		ZIP:			30308
		BUSINESS PHONE:		770393650

	MAIL ADDRESS:	
		STREET 1:		C/O SOUTHERN COMPANY SERVICES INC
		STREET 2:		241 RALPH MCGILL BLVD NE BIN 10116
		CITY:			ATLANTA
		STATE:			GA
		ZIP:			30308

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SOUTHERN CO CAPITAL TRUST VII
		CENTRAL INDEX KEY:			0001071325
		STANDARD INDUSTRIAL CLASSIFICATION:	 []
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-3
		SEC ACT:		
		SEC FILE NUMBER:	333-65178-03
		FILM NUMBER:		1681940

	BUSINESS ADDRESS:	
		STREET 1:		C/O SOUTHERN COMPANY SERVICES INC
		STREET 2:		241 RALPH MCGILL BLVD NE BIN 10116
		CITY:			ATLANTA
		STATE:			GA
		ZIP:			30308
		BUSINESS PHONE:		770393650

	MAIL ADDRESS:	
		STREET 1:		C/O SOUTHERN COMPANY SERVICES INC
		STREET 2:		241 RALPH MCGILL BLVD NE BIN 10116
		CITY:			ATLANTA
		STATE:			GA
		ZIP:			30308
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-3
<SEQUENCE>1
<FILENAME>s3.txt
<TEXT>


<PAGE>





     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 16, 2001.
                             SUBJECT TO AMENDMENT.
                                               REGISTRATION NOS. 333-
                                                                            333-
                                                                            333-
                                                                            333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

<TABLE>
  <S>                                            <C>                                 <C>

              THE SOUTHERN COMPANY                            DELAWARE                           58-0690070
     SOUTHERN COMPANY CAPITAL FUNDING, INC.                   DELAWARE                           58-2318047
        SOUTHERN COMPANY CAPITAL TRUST VI                     DELAWARE                           58-6442701
       SOUTHERN COMPANY CAPITAL TRUST VII                     DELAWARE                           58-6442702
   (Exact name of each registrant as specified    (State or other jurisdiction of     (I.R.S. Employer Identification
                 in its charter)                   incorporation or organization)                   No.)
</TABLE>

<TABLE>
<S>                                                          <C>
            THE SOUTHERN COMPANY AND THE TRUSTS:                       SOUTHERN COMPANY CAPITAL FUNDING, INC.:
                 270 PEACHTREE STREET, N.W.                                   1403 FOULK ROAD, SUITE 102
                   ATLANTA, GEORGIA 30303                                     WILMINGTON, DELAWARE 19803
                       (404) 506-5000                                               (302) 478-3473
</TABLE>

(Address,          including zip code, and telephone number, including area
                   code, of each registrant's principal executive offices)

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

                            TOMMY CHISHOLM, SECRETARY
                              THE SOUTHERN COMPANY
                           270 PEACHTREE STREET, N.W.
                             ATLANTA, GEORGIA 30303
                                 (404) 506-5000
 (Name,             address, including zip code, and telephone number, including
                    area code, of agent for service of each registrant)

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

  THE                          COMMISSION IS REQUESTED TO MAIL SIGNED COPIES OF
                               ALL ORDERS, NOTICES AND COMMUNICATIONS TO:

<TABLE>
<S>                                                          <C>
                       GALE E. KLAPPA                                          JOHN D. MCLANAHAN, ESQ.
                  EXECUTIVE VICE PRESIDENT                                       TROUTMAN SANDERS LLP
                    THE SOUTHERN COMPANY                                      600 PEACHTREE STREET, N.E.
                 270 PEACHTREE STREET, N.W.                                           SUITE 5200
                   ATLANTA, GEORGIA 30303                                    ATLANTA, GEORGIA 30308-2216
</TABLE>

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

   APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this registration statement.
   If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
   If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [X]
   If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] __________
   If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] __________
   If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
                        TITLE OF                               AMOUNT       PROPOSED MAXIMUM     PROPOSED MAXIMUM     AMOUNT OF
                EACH CLASS OF SECURITIES                       TO BE         OFFERING PRICE     AGGREGATE OFFERING   REGISTRATION
                    TO BE REGISTERED                       REGISTERED(1)    PER UNIT(1)(2)(3)     PRICE(1)(2)(3)        FEE(1)
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>              <C>                 <C>                  <C>
Senior Notes and Junior Subordinated Notes (collectively,
"Debt Securities") of Southern Company Capital Funding,
Inc. ....................................................
- ---------------------------------------------------------------------------------------------------------------------------------
Junior Subordinated Notes of Southern Company Capital
Funding, Inc. for issuance to Southern Company Capital
Trust VI and Southern Company Capital Trust VII ("Junior
Subordinated Trust Notes")...............................
- ---------------------------------------------------------------------------------------------------------------------------------
Preferred Securities of Southern Company Capital Trust VI
and Southern Company Capital Trust VII, severally
("Preferred Securities").................................
- ---------------------------------------------------------------------------------------------------------------------------------
Guarantees of Preferred Securities of Southern Company
Capital Trust VI and Southern Company Capital Trust VII
by The Southern Company(3)...............................
- ---------------------------------------------------------------------------------------------------------------------------------
Guarantees of Debt Securities of Southern Company Capital
Funding, Inc. by The Southern Company(4).................
- ---------------------------------------------------------------------------------------------------------------------------------
Total....................................................  $1,000,000,000         100%            $1,000,000,000       $250,000
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Such indeterminate number or amount of Debt Securities, Junior Subordinated
    Trust Notes and Preferred Securities as may from time to time be issued at
    indeterminate prices. Junior Subordinated Trust Notes may be issued and sold
    to Southern Company Capital Trust VI and Southern Company Capital Trust VII,
    in which event such Junior Subordinated Trust Notes may later be distributed
    to the holders of Preferred Securities upon a dissolution of Southern
    Company Capital Trust VI and Southern Company Capital Trust VII and the
    distribution of the assets thereof.
(2) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(o) and exclusive of accrued interest and distributions,
    if any. Calculated using the maximum aggregate offering price of such
    indeterminate amount of Debt Securities that may be offered from time to
    time at an offering price below their face value.
(3) Includes the rights of holders of the Preferred Securities of a Southern
    Company Capital Trust under the Preferred Securities Guarantee and back-up
    undertakings, consisting of obligations by The Southern Company and Southern
    Company Capital Funding, Inc. to provide certain indemnities in respect of,
    and pay and be responsible for certain expenses, costs, liabilities and
    debts of, as applicable, Southern Company Capital Trust VI and Southern
    Company Capital Trust VII and such other obligations of The Southern Company
    and Southern Company Capital Funding, Inc. set forth in the Amended and
    Restated Trust Agreement, the Subordinated Note Indenture and Supplemental
    Indentures thereto, in each case as further described in the Registration
    Statement. No separate consideration will be received for any Southern
    Company Guarantees or any back-up undertakings.
(4) No separate consideration will be received for any such Guarantees.

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

   THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<PAGE>




THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN
OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.

                   SUBJECT TO COMPLETION, DATED JULY 16, 2001

PROSPECTUS

                                 $1,000,000,000

                     SOUTHERN COMPANY CAPITAL FUNDING, INC.
                                  SENIOR NOTES
                            JUNIOR SUBORDINATED NOTES
                            FULLY AND UNCONDITIONALLY
                                  GUARANTEED BY

                              THE SOUTHERN COMPANY

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

                        SOUTHERN COMPANY CAPITAL TRUST VI
                       SOUTHERN COMPANY CAPITAL TRUST VII
                           TRUST PREFERRED SECURITIES
         FULLY AND UNCONDITIONALLY GUARANTEED, AS DESCRIBED HEREIN, BY

                              THE SOUTHERN COMPANY

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

     We will provide the specific terms of these securities in supplements to
this Prospectus. You should read this Prospectus and the applicable prospectus
supplement carefully before you invest.

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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

              , 2001

<PAGE>




                              ABOUT THIS PROSPECTUS

     This Prospectus is part of a registration statement filed with the
Securities and Exchange Commission (the "Commission") using a "shelf"
registration process under the Securities Act of 1933, as amended (the "1933
Act"). Under the shelf process, Southern Company Capital Funding, Inc.
("Capital") may sell, in one or more transactions,

     - senior notes (the "Senior Notes")

     - junior subordinated notes (the "Junior Subordinated Notes")

and Southern Company Capital Trust VI and Southern Company Capital Trust VII
(individually, a "Trust" and collectively, the "Trusts") may sell

     - trust preferred and capital securities (the "Preferred Securities")

in one or more offerings up to a total dollar amount of $1,000,000,000. The
Senior Notes, the Junior Subordinated Notes and the Preferred Securities will be
guaranteed by The Southern Company ("Southern") to the extent described herein.
This Prospectus provides a general description of those securities. Each time
Capital or a Trust sells securities, it will provide a prospectus supplement
that will contain specific information about the terms of that offering
("Prospectus Supplement"). The Prospectus Supplement may also add, update or
change information contained in this Prospectus. You should read this Prospectus
and the applicable Prospectus Supplement together with additional information
under the heading "Available Information."

                              AVAILABLE INFORMATION

     Southern, Capital and the Trusts have filed with the Commission a combined
registration statement on Form S-3 (the "Registration Statement," which term
encompasses any amendments thereof and exhibits thereto) under the 1933 Act. As
permitted by the rules and regulations of the Commission, this Prospectus does
not contain all of the information set forth in the Registration Statement and
the exhibits and schedules thereto, to which reference is hereby made.

     Southern is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and in accordance therewith
files reports, proxy statements and other information with the Commission. Such
reports, proxy statements and other information may be inspected and copied at
the public reference facilities maintained by the Commission at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's regional
offices at 7 World Trade Center, 13th Floor, Suite 1300, New York, New York
10048 and Suite 1400, Citicorp Center, 500 West Madison Street, Chicago,
Illinois 60661. Copies of such material may also be obtained at prescribed rates
by writing to the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549. The Commission maintains a Web site that
contains reports, proxy and information statements and other information
regarding registrants including Southern that file electronically at
http://www.sec.gov. In addition, reports and other material concerning Southern
may be inspected at the offices of the New York Stock Exchange, 20 Broad Street,
New York, New York 10005, on which Exchange the common stock of Southern is
listed.

     No separate financial statements of Capital or any Trust have been included
herein. Southern, Capital and the Trusts do not consider that such financial
statements would be material to holders of the securities because each of
Capital and each Trust is a special purpose entity, has no operating history or
independent operations and is not engaged in and does not propose to engage in
any activity other than, in the case of Capital, obtaining financing for
Southern and direct and indirect subsidiaries of Southern other than the
operating affiliates (as defined below) and, in the case of each Trust, holding
as trust assets Junior Subordinated Notes, issuing Trust Securities (as defined
below) and engaging in other activities as are necessary, advisable or
incidental thereto. See "Southern Company Capital Funding, Inc.," "Description
of the Preferred Securities," "Description of the Junior Subordinated Notes,"
"Description of the Junior Subordinated Notes Guarantees" and "Description of
the Preferred Securities Guarantees." In addition, Southern does not expect that
Capital or any Trust will file reports, proxy statements and other information
under the 1934 Act with the Commission.
                                        2

<PAGE>




                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents have been filed by Southern with the Commission
pursuant to the 1934 Act and are incorporated herein by reference and made a
part of this Prospectus:

          (a) Southern's Annual Report on Form 10-K for the fiscal year ended
     December 31, 2000;

          (b) Southern's Quarterly Report on Form 10-Q for the quarter ended
     March 31, 2001; and

          (c) Southern's Current Reports on Form 8-K dated February 28, 2001 and
     April 2, 2001.

     All documents filed by Southern with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the 1934 Act subsequent to the date of this
Prospectus and prior to the termination of this offering shall be deemed to be
incorporated herein by reference and made a part of this Prospectus from the
respective dates of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.

     SOUTHERN WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM THIS PROSPECTUS
IS DELIVERED, ON THE WRITTEN OR ORAL REQUEST OF ANY SUCH PERSON, A COPY OF ANY
OR ALL DOCUMENTS INCORPORATED HEREIN BY REFERENCE (OTHER THAN THE EXHIBITS TO
SUCH DOCUMENTS UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE).
SUCH REQUESTS SHOULD BE DIRECTED TO TOMMY CHISHOLM, SECRETARY, THE SOUTHERN
COMPANY, 270 PEACHTREE STREET, N.W., ATLANTA, GEORGIA 30303, TELEPHONE: (404)
506-5000.

                                        3

<PAGE>




                              THE SOUTHERN COMPANY

     Southern was incorporated under the laws of Delaware on November 9, 1945.
Southern is domesticated under the laws of Georgia and is qualified to do
business as a foreign corporation under the laws of Alabama. The principal
executive offices of Southern are located at 270 Peachtree Street, N.W.,
Atlanta, Georgia 30303, and the telephone number is (404) 506-5000.

     Southern owns all the outstanding common stock of Alabama Power Company
("ALABAMA"), Georgia Power Company ("GEORGIA"), Gulf Power Company ("GULF"),
Mississippi Power Company ("MISSISSIPPI") and Savannah Electric and Power
Company ("SAVANNAH")(ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH being
collectively referred to herein as the "operating affiliates"), each of which is
an operating public utility company, and of Southern Company Services, Inc. (the
system service company). ALABAMA and GEORGIA each own 50% of the outstanding
common stock of Southern Electric Generating Company ("SEGCO"). The operating
affiliates supply electric service in the states of Alabama, Georgia, Florida,
Mississippi and Georgia, respectively, and SEGCO owns generating units at a
large electric generating station which supplies power to ALABAMA and GEORGIA.
Southern also owns all the outstanding common stock of Southern Communications
Services, Inc. ("Southern LINC"), Southern Nuclear Operating Company, Inc.
("Southern Nuclear"), Southern Power Company ("Southern Power") and Southern
Management Development, Inc. ("Management"). Southern LINC provides digital
wireless communications services to Southern's integrated Southeast utilities
and also markets these services to the public within the Southeast. Southern
Nuclear provides services to ALABAMA and GEORGIA's nuclear plants. Southern
Power,formed in January 2001, will be the primary growth engine for Southern's
market-based energy business. Management is an energy-related company.

                     SOUTHERN COMPANY CAPITAL FUNDING, INC.

     Capital was established to obtain financing for Southern and direct and
indirect subsidiaries of Southern other than the operating affiliates. Capital
does not and will not engage in business activities other than such financing.

     Capital was incorporated under the laws of Delaware on January 24, 1997 and
is an indirect wholly-owned subsidiary of Southern. The principal executive
offices of Capital are located at 1403 Foulk Road, Suite 102, Wilmington,
Delaware 19803, and the telephone number is (302) 478-3473.

                                   THE TRUSTS

     Each Trust is a statutory business trust created under Delaware law
pursuant to the filing of a certificate of trust with the Delaware Secretary of
State on September 28, 1998. Each Trust's business is defined in a trust
agreement, executed by Capital, as Depositor, and the Delaware Trustee
thereunder. The trust agreement of each Trust will be amended and restated in
its entirety substantially in the form filed as an exhibit to the Registration
Statement of which this Prospectus forms a part (each, a "Trust Agreement").
Each Trust Agreement will be qualified as an indenture under the Trust Indenture
Act of 1939, as amended (the "1939 Act"). Capital will own all of the common
securities (the "Common Securities" and, together with the Preferred Securities,
the "Trust Securities") of each Trust. The Trust Securities represent undivided
beneficial interests in the assets of the respective Trusts. Each Trust exists
for the exclusive purposes of (i) issuing its Trust Securities representing
undivided beneficial interests in the assets of such Trust, (ii) investing the
gross proceeds of its Trust Securities in a related series of Junior
Subordinated Notes, and (iii) engaging in only those other activities necessary,
appropriate, convenient or incidental thereto.

     Each Trust's business and affairs will be conducted by its trustees, which
shall be appointed by Capital as the holder of the Common Securities: two
employees of a subsidiary of Southern as Administrative Trustees; Bankers Trust
Company as Property Trustee; and Bankers Trust (Delaware) as Delaware Trustee
(collectively, the "Securities Trustees"). The Property Trustee of each Trust
will act as the indenture trustee with respect to such Trust for purposes of
compliance with the provisions of the 1939 Act.

                                        4

<PAGE>




     The principal place of business of each Trust shall be c/o Southern, 270
Peachtree Street, N.W., Atlanta, Georgia 30303, telephone (404) 506-5000, Attn:
Secretary.

     Reference is made to the Prospectus Supplement relating to the Preferred
Securities of a Trust for further information concerning such Trust.

                       ACCOUNTING TREATMENT OF THE TRUSTS

     For financial reporting purposes, the Trusts will be treated as
subsidiaries of Southern and, accordingly, the accounts of the Trusts will be
included in the consolidated financial statements of Southern. The Preferred
Securities will be presented as a separate line item in the consolidated balance
sheet of Southern, and appropriate disclosures concerning the Preferred
Securities, the Preferred Securities Guarantees (as defined below), the Junior
Subordinated Notes and the Junior Subordinated Notes Guarantees (as defined
below) will be included in the notes to the consolidated financial statements.
For financial reporting purposes, Southern will record distributions payable on
the Preferred Securities as an expense.

                                 CERTAIN RATIOS

     The following table sets forth the Ratios of Earnings to Fixed Charges and
Earnings to Fixed Charges Plus Preferred Dividend Requirements (Pre-Income Tax
Basis) for the periods indicated.

<TABLE>
<CAPTION>
                                                                                         TWELVE
                                                                                         MONTHS
                                                       YEAR ENDED DECEMBER 31,            ENDED
                                                 ------------------------------------   MARCH 31,
                                                 1996    1997    1998    1999    2000     2001
                                                 ----    ----    ----    ----    ----   ---------
<S>                                              <C>     <C>     <C>     <C>     <C>    <C>
Ratio of Earnings to Fixed Charges(1)..........  3.68    2.87    2.46    2.74    2.84     2.90
Ratio of Earnings to Fixed Charges Plus
  Preferred Dividend Requirements
  (Pre-Income Tax Basis)(2)....................  3.12    2.67    2.38    2.68    2.74     2.80
</TABLE>

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

(1) This ratio is computed as follows: (i) "Earnings" have been calculated by
    adding to "Earnings Before Interest, Minority Interests and Income Taxes"
    the debt portion of allowance for funds used during construction; and (ii)
    "Fixed Charges" consist of "Net Interest Charges" plus the debt portion of
    allowance for funds used during construction.
(2) In computing this ratio, "Preferred Dividend Requirements" represent the
    before-tax earnings necessary to pay such dividends, computed at the
    effective tax rates for the applicable periods.

                                 USE OF PROCEEDS

     Each Trust will invest the proceeds received from the sale of its Trust
Securities in Junior Subordinated Notes. Except as may be otherwise described in
an applicable Prospectus Supplement, the net proceeds received by Southern from
such investment and any proceeds received from the sale of Senior Notes or other
sales of Junior Subordinated Notes will be used to pay scheduled maturities
and/or refundings of its securities, to repay short-term indebtedness to the
extent outstanding and for other general corporate purposes.

                         DESCRIPTION OF THE SENIOR NOTES

     Set forth below is a description of the general terms of the Senior Notes.
The following description does not purport to be complete and is subject to, and
is qualified in its entirety by reference to, the Senior Note Indenture to be
entered into among Southern, Capital and The Bank of New York, as trustee (the
"Senior Note Indenture Trustee"), as to be supplemented by a supplemental
indenture thereto establishing the Senior Notes of each series (the Senior Note
Indenture, as so supplemented, is hereinafter referred to as the "Senior Note
Indenture"), the forms of which are filed as exhibits to the Registration
Statement of which this Prospectus forms a part. The terms of the Senior Notes
will include those stated in the Senior Note Indenture

                                        5

<PAGE>




and those made a part of the Senior Note Indenture by reference to the 1939 Act.
Certain capitalized terms used herein are defined in the Senior Note Indenture.

GENERAL

     The Senior Notes will be issued as unsecured senior debt securities under
the Senior Note Indenture and will rank pari passu with all other unsecured and
unsubordinated debt of Capital. The Senior Notes will be effectively
subordinated to all secured debt of Capital. At March 31, 2001, Capital had no
outstanding secured debt. The Senior Note Indenture does not limit the aggregate
principal amount of Senior Notes that may be issued thereunder and provides that
Senior Notes may be issued from time to time in one or more series pursuant to
an indenture supplemental to the Senior Note Indenture. The Senior Note
Indenture gives Capital the ability to reopen a previous issue of Senior Notes
and issue additional Senior Notes of such series, unless otherwise provided.

     Reference is made to the Prospectus Supplement that will accompany this
Prospectus for the following terms of the series of Senior Notes being offered
thereby: (i) the title of such Senior Notes; (ii) any limit on the aggregate
principal amount of such Senior Notes; (iii) the date or dates on which the
principal of such Senior Notes is payable; (iv) the rate or rates at which such
Senior Notes shall bear interest, if any, or any method by which such rate or
rates will be determined, the date or dates from which such interest will
accrue, the interest payment dates on which such interest shall be payable and
the regular record date for the interest payable on any interest payment date;
(v) the place or places where the principal of (and premium, if any) and
interest, if any, on such Senior Notes shall be payable; (vi) the period or
periods within which, the price or prices at which and the terms and conditions
on which such Senior Notes may be redeemed, in whole or in part, at the option
of Capital; (vii) the obligation, if any, of Capital to redeem or purchase such
Senior Notes; (viii) the date or dates, if any, after which such Senior Notes
may be converted or exchanged at the option of the holder into or for shares of
Common Stock of Southern and the terms for any such conversion or exchange; (ix)
the denominations in which such Senior Notes shall be issuable; (x) if other
than the principal amount thereof, the portion of the principal amount of such
Senior Notes which shall be payable upon declaration of acceleration of the
maturity thereof; (xi) any deletions from, modifications of or additions to the
Events of Default or covenants of Capital as provided in the Senior Note
Indenture pertaining to such Senior Notes; (xii) whether such Senior Notes shall
be issued in whole or in part in the form of a Global Security; and (xiii) any
other terms of such Senior Notes.

     The Senior Note Indenture does not contain provisions that afford holders
of Senior Notes protection in the event of a highly leveraged transaction
involving Southern or Capital.

SENIOR NOTES GUARANTEE

     Pursuant to the Senior Note Indenture, Southern will irrevocably and
unconditionally guarantee (each, a "Senior Notes Guarantee") the Senior Notes as
described under "Description of the Senior Notes Guarantees."

EVENTS OF DEFAULT

     The Senior Note Indenture provides that any one or more of the following
described events with respect to the Senior Notes of any series, which has
occurred and is continuing, constitutes an "Event of Default" with respect to
the Senior Notes of such series:

          (a) failure for 10 days to pay interest on the Senior Notes of such
     series, when due on an interest payment date other than at maturity or upon
     earlier redemption; or

          (b) failure to pay principal or premium, if any, or interest on the
     Senior Notes of such series when due at maturity or upon earlier
     redemption; or

          (c) failure for three Business Days to deposit any sinking fund
     payment when due by the terms of a Senior Note of such series; or

                                        6

<PAGE>




          (d) failure to observe or perform any other covenant or warranty in
     the Senior Note Indenture (other than a covenant or warranty which has
     expressly been included therein solely for the benefit of one or more
     series of Senior Notes other than such series) for 90 days after written
     notice to Southern and Capital from the Senior Note Indenture Trustee or
     the holders of at least 25% in principal amount of the outstanding Senior
     Notes of such series; or

          (e) certain events of bankruptcy, insolvency or reorganization of
     Southern or Capital; or

          (f) the Senior Notes Guarantee shall be held in a judicial proceeding
     to be unenforceable or invalid or shall cease for any reason to be in full
     force and effect.

     The holders of not less than a majority in aggregate outstanding principal
amount of the Senior Notes of any series have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Senior Note Indenture Trustee with respect to the Senior Notes of such series.
If a Senior Note Indenture Event of Default occurs and is continuing with
respect to the Senior Notes of any series, then the Senior Note Indenture
Trustee or the holders of not less than 25% in aggregate outstanding principal
amount of the Senior Notes of such series may declare the principal amount
thereof due and payable immediately by notice in writing to Southern and Capital
(and to the Senior Note Indenture Trustee if given by the holders), and upon any
such declaration, such principal amount shall become immediately due and
payable. At any time after such a declaration of acceleration with respect to
the Senior Notes of any series has been made and before a judgment or decree for
payment of the money due has been obtained as provided in Article Five of the
Senior Note Indenture, the holders of not less than a majority in aggregate
outstanding principal amount of the Senior Notes of such series may rescind and
annul such declaration and its consequences if the default has been cured or
waived and Southern or Capital has paid or deposited with the Senior Note
Indenture Trustee a sum sufficient to pay all matured installments of interest
and principal due otherwise than by acceleration and all sums paid or advanced
by the Senior Note Indenture Trustee, including reasonable compensation and
expenses of the Senior Note Indenture Trustee.

     The holders of not less than a majority in aggregate outstanding principal
amount of the Senior Notes of any series may, on behalf of the holders of all
the Senior Notes of such series, waive any past default with respect to such
series, except (i) a default in the payment of principal or interest or (ii) a
default in respect of a covenant or provision which under Article Nine of the
Senior Note Indenture cannot be modified or amended thereunder without the
consent of the holder of each outstanding Senior Note of such series affected
thereby.

REGISTRATION AND TRANSFER

     Capital shall not be required to (i) issue, register the transfer of or
exchange Senior Notes of any series during a period of 15 days immediately
preceding the date notice is given identifying the Senior Notes of such series
called for redemption, or (ii) register the transfer of or exchange any Senior
Notes so selected for redemption, in whole or in part, except the unredeemed
portion of any Senior Note being redeemed in part.

PAYMENT AND PAYING AGENT

     Unless otherwise indicated in an applicable Prospectus Supplement, payment
of principal of any Senior Notes will be made only against surrender to the
Paying Agent of such Senior Notes. Principal of and interest on Senior Notes
will be payable, subject to any applicable laws and regulations, at the office
of such Paying Agent or Paying Agents as Capital may designate from time to
time, except that, at the option of Capital, payment of any interest may be made
by wire transfer or by check mailed to the address of the person entitled
thereto as such address shall appear in the Security Register with respect to
the Senior Notes. Payment of interest on Senior Notes on any interest payment
date will be made to the person in whose name the Senior Notes (or predecessor
security) are registered at the close of business on the record date for such
interest payment.

     Unless otherwise indicated in an applicable Prospectus Supplement, the
Senior Note Indenture Trustee will act as Paying Agent with respect to the
Senior Notes. Capital may at any time designate additional Paying

                                        7

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Agents or rescind the designation of any Paying Agents or approve a change in
the office through which any Paying Agent acts.

     All moneys paid by Capital to a Paying Agent for the payment of the
principal of or interest on the Senior Notes of any series which remain
unclaimed at the end of two years after such principal or interest shall have
become due and payable will be repaid to Capital, and the holder of such Senior
Notes will thereafter look only to Capital for payment thereof.

MODIFICATION

     The Senior Note Indenture contains provisions permitting Capital, Southern
and the Senior Note Indenture Trustee, with the consent of the holders of not
less than a majority in principal amount of the outstanding Senior Notes of each
series affected thereby, to modify the Senior Note Indenture or the rights of
the holders of the Senior Notes of such series; provided, that no such
modification may, without the consent of the holder of each outstanding Senior
Note affected thereby, (i) change the stated maturity of the principal of, or
any installment of principal of or interest on, any Senior Note, or reduce the
principal amount thereof or the rate of interest thereon or any premium payable
upon the redemption thereof, or change the method of calculating the rate of
interest thereon, or impair the right to institute suit for the enforcement of
any such payment on or after the stated maturity thereof (or, in the case of
redemption, on or after the redemption date), or (ii) reduce the percentage of
principal amount of the outstanding Senior Notes of any series, the consent of
whose holders is required for any such supplemental indenture, or the consent of
whose holders is required for any waiver (of compliance with certain provisions
of the Senior Note Indenture or certain defaults thereunder and their
consequences) provided for in the Senior Note Indenture, or (iii) modify any of
the provisions of the Senior Note Indenture relating to supplemental indentures,
waiver of past defaults or waiver of certain covenants, except to increase any
such percentage or to provide that certain other provisions of the Senior Note
Indenture cannot be modified or waived without the consent of the holder of each
outstanding Senior Note affected thereby.

     In addition, Capital, Southern and the Senior Note Indenture Trustee may
execute, without the consent of any holders of Senior Notes, any supplemental
indenture for certain other usual purposes, including the creation of any new
series of Senior Notes.

CONSOLIDATION, MERGER AND SALE

     Neither Southern nor Capital shall consolidate with or merge into any other
corporation or convey, transfer or lease its properties and assets substantially
as an entirety to any person, unless (1) such other corporation or person is a
corporation organized and existing under the laws of the United States, any
state thereof or the District of Columbia and such other corporation or person
expressly assumes, by supplemental indenture executed and delivered to the
Senior Note Indenture Trustee, the payment of the principal of (and premium, if
any) and interest on all the Senior Notes and the performance of every covenant
of the Senior Note Indenture and the Senior Notes Guarantee on the part of
Southern or Capital, as the case may be, to be performed or observed; (2)
immediately after giving effect to such transactions, no Senior Note Indenture
Event of Default, and no event which, after notice or lapse of time or both,
would become a Senior Note Indenture Event of Default, shall have happened and
be continuing; and (3) Southern or Capital, as the case may be, has delivered to
the Senior Note Indenture Trustee an officers' certificate and an opinion of
counsel, each stating that such transaction complies with the provisions of the
Senior Note Indenture governing consolidation, merger, conveyance, transfer or
lease and that all conditions precedent thereto have been complied with.

INFORMATION CONCERNING THE SENIOR NOTE INDENTURE TRUSTEE

     The Senior Note Indenture Trustee, prior to a Senior Note Indenture Event
of Default with respect to Senior Notes of any series, undertakes to perform,
with respect to Senior Notes of such series, only such duties as are
specifically set forth in the Senior Note Indenture and, in case a Senior Note
Indenture Event of Default with respect to Senior Notes of any series has
occurred and is continuing, shall exercise, with respect

                                        8

<PAGE>




to Senior Notes of such series, the same degree of care as a prudent individual
would exercise in the conduct of his or her own affairs. Subject to such
provision, the Senior Note Indenture Trustee is under no obligation to exercise
any of the powers vested in it by the Senior Note Indenture at the request of
any holder of Senior Notes of any series, unless offered reasonable indemnity by
such holder against the costs, expenses and liabilities which might be incurred
thereby. The Senior Note Indenture Trustee is not required to expend or risk its
own funds or otherwise incur any financial liability in the performance of its
duties if the Senior Note Indenture Trustee reasonably believes that repayment
or adequate indemnity is not reasonably assured to it.

     Southern and certain of its subsidiaries maintain deposit accounts and
banking relationships with The Bank of New York. The Bank of New York serves as
trustee under other indentures pursuant to which securities of subsidiaries of
Southern are outstanding.

GOVERNING LAW

     The Senior Note Indenture and the Senior Notes will be governed by, and
construed in accordance with, the internal laws of the State of New York.

MISCELLANEOUS

     Each of Southern and Capital will have the right at all times to assign any
of its rights or obligations under the Senior Note Indenture to a direct or
indirect wholly-owned subsidiary of Southern; provided, that, in the event of
any such assignment, Southern or Capital, as the case may be, will remain
primarily liable for all such obligations. Subject to the foregoing, the Senior
Note Indenture will be binding upon and inure to the benefit of the parties
thereto and their respective successors and assigns.

                   DESCRIPTION OF THE SENIOR NOTES GUARANTEES

     Pursuant to the Senior Note Indenture, Southern will irrevocably and
unconditionally guarantee the due and punctual payment of principal, premium, if
any, and interest on the Senior Notes when and as the same shall become due and
payable. Each Senior Notes Guarantee will constitute an unsecured and
unsubordinated obligation of Southern and will rank pari passu with all other
unsecured and unsubordinated debt that may be issued by Southern. The Senior
Notes Guarantees will be effectively subordinated to all secured debt of
Southern. As of March 31, 2001, Southern had no secured debt. Since Southern is
a holding company, the right of Southern and, hence, the right of creditors of
Southern (including holders of Senior Notes) to participate in any distribution
of the assets of any subsidiary of Southern, whether upon liquidation,
reorganization or otherwise, is subject to prior claims of creditors of each
such subsidiary.

                  DESCRIPTION OF THE JUNIOR SUBORDINATED NOTES

     Set forth below is a description of the general terms of the Junior
Subordinated Notes. The following description does not purport to be complete
and is subject to, and is qualified in its entirety by reference to, the
Subordinated Note Indenture, dated as of June 1, 1997, among Southern, Capital
and Bankers Trust Company, as trustee (the "Subordinated Note Indenture
Trustee"), as to be supplemented by a supplemental indenture thereto
establishing the Junior Subordinated Notes of each series (the Subordinated Note
Indenture, as so supplemented, is hereinafter referred to as the "Subordinated
Note Indenture"), the forms of which are filed as exhibits to the Registration
Statement of which this Prospectus forms a part. The terms of the Junior
Subordinated Notes will include those stated in the Subordinated Note Indenture
and those made a part of the Subordinated Note Indenture by reference to the
1939 Act. Certain capitalized terms used herein are defined in the Subordinated
Note Indenture.

GENERAL

     The Junior Subordinated Notes will be issued as unsecured junior
subordinated debt securities under the Subordinated Note Indenture. The
Subordinated Note Indenture does not limit the aggregate principal amount of
Junior Subordinated Notes that may be issued thereunder and provides that Junior
Subordinated

                                        9

<PAGE>




Notes may be issued from time to time in one or more series pursuant to an
indenture supplemental to the Subordinated Note Indenture. The Subordinated Note
Indenture gives Capital the ability to reopen a previous issue of Junior
Subordinated Notes and issue additional Junior Subordinated Notes, unless
otherwise provided.

     Reference is made to the Prospectus Supplement that will accompany this
Prospectus for the following terms of the series of Junior Subordinated Notes
being offered thereby: (i) the title of such Junior Subordinated Notes; (ii) any
limit on the aggregate principal amount of such Junior Subordinated Notes; (iii)
the date or dates on which the principal of such Junior Subordinated Notes is
payable; (iv) the rate or rates at which such Junior Subordinated Notes shall
bear interest, if any, or any method by which such rate or rates will be
determined, the date or dates from which such interest will accrue, the interest
payment dates on which such interest shall be payable and the regular record
date for the interest payable on any interest payment date; (v) the place or
places where the principal of (and premium, if any) and interest, if any, on
such Junior Subordinated Notes shall be payable; (vi) the period or periods
within which, the price or prices at which and the terms and conditions on which
such Junior Subordinated Notes may be redeemed, in whole or in part, at the
option of Capital, (vii) the obligation, if any, of Capital to redeem or
purchase such Junior Subordinated Notes; (viii) the date or dates, if any, after
which such Junior Subordinated Notes may be converted or exchanged at the option
of the holder into or for shares of Common Stock of Southern and the terms for
any such conversion or exchange; (ix) the denominations in which such Junior
Subordinated Notes shall be issuable; (x) if other than the principal amount
thereof, the portion of the principal amount of such Junior Subordinated Notes
which shall be payable upon declaration of acceleration of the maturity thereof;
(xi) any deletions from, modifications of or additions to the Subordinated Note
Indenture Events of Default or covenants of Capital or Southern as provided in
the Subordinated Note Indenture pertaining to such Junior Subordinated Notes;
(xii) whether such Junior Subordinated Notes shall be issued in whole or in part
in the form of a Global Security; (xiii) the right, if any, of Capital to extend
the interest payment periods of such Junior Subordinated Notes; and (xiv) any
other terms of such Junior Subordinated Notes. The terms of each series of
Junior Subordinated Notes issued to a Trust will correspond to those of the
related Preferred Securities of such Trust as described in the Prospectus
Supplement relating to such Preferred Securities.

     The Subordinated Note Indenture does not contain provisions that afford
holders of Junior Subordinated Notes protection in the event of a highly
leveraged transaction involving Southern or Capital.

SUBORDINATION

     The Junior Subordinated Notes are subordinated and junior in right of
payment to all Senior Indebtedness (as defined below) of Capital. No payment of
principal of (including redemption payments, if any), or premium, if any, or
interest on (including Additional Interest (as defined herein)) the Junior
Subordinated Notes may be made if (a) any Senior Indebtedness is not paid when
due and any applicable grace period with respect to such default has ended with
such default not being cured or waived or otherwise ceasing to exist, or (b) the
maturity of any Senior Indebtedness has been accelerated because of a default,
or (c) notice has been given of the exercise of an option to require repayment,
mandatory payment or prepayment or otherwise. Upon any payment or distribution
of assets of Capital to creditors upon any liquidation, dissolution, winding-up,
reorganization, assignment for the benefit of creditors, marshalling of assets
or liabilities, or any bankruptcy, insolvency or similar proceedings of Capital,
the holders of Senior Indebtedness shall be entitled to receive payment in full
of all amounts due or to become due on or in respect of all Senior Indebtedness
before the holders of the Junior Subordinated Notes are entitled to receive or
retain any payment or distribution. Subject to the prior payment of all Senior
Indebtedness, the rights of the holders of the Junior Subordinated Notes will be
subrogated to the rights of the holders of Senior Indebtedness to receive
payments and distributions applicable to such Senior Indebtedness until all
amounts owing on the Junior Subordinated Notes are paid in full.

     The term "Senior Indebtedness" means, with respect to any person, (i) any
payment due in respect of indebtedness of such person, whether outstanding at
the date of execution of the Subordinated Note Indenture or thereafter incurred,
created or assumed, (a) in respect of money borrowed (including any financial
derivative, hedging or futures contract or similar instrument) and (b) evidenced
by securities, debentures,
                                       10

<PAGE>




bonds, notes or other similar instruments issued by such person that, by their
terms, are senior or senior subordinated debt securities including, without
limitation, all obligations under its indentures with various trustees; (ii) all
capital lease obligations; (iii) all obligations issued or assumed as the
deferred purchase price of property, all conditional sale obligations and all
obligations of such person under any title retention agreement (but excluding
trade accounts payable arising in the ordinary course of business and long-term
purchase obligations); (iv) all obligations for the reimbursement of any letter
of credit, banker's acceptance, security purchase facility or similar credit
transaction; (v) all obligations of the type referred to in clauses (i) through
(iv) above of other persons the payment of which such person is responsible or
liable as obligor, guarantor or otherwise; and (vi) all obligations of the type
referred to in clauses (i) through (v) above of other persons secured by any
lien on any property or asset of such person (whether or not such obligation is
assumed by such person), except for (1) any such indebtedness that is by its
terms subordinated to or pari passu with the Junior Subordinated Notes and (2)
any unsecured indebtedness between or among such person and its affiliates. Such
Senior Indebtedness shall continue to be Senior Indebtedness and be entitled to
the benefits of the subordination provisions contained in the Subordinated Note
Indenture irrespective of any amendment, modification or waiver of any term of
such Senior Indebtedness.

ADDITIONAL INTEREST

     "Additional Interest" is defined in the Subordinated Note Indenture as (i)
such additional amounts as may be required so that the net amounts received and
retained by a holder of Junior Subordinated Notes (if the holder is a Trust)
after paying taxes, duties, assessments or governmental charges of whatever
nature (other than withholding taxes) imposed by the United States or any other
taxing authority will not be less than the amounts the holder would have
received had no such taxes, duties, assessments or other governmental charges
been imposed; and (ii) any interest due and not paid on an interest payment
date, together with interest thereon from such interest payment date to the date
of payment, compounded quarterly, on each interest payment date.

JUNIOR SUBORDINATED NOTES GUARANTEE

     Pursuant to the Subordinated Note Indenture, Southern will irrevocably and
unconditionally guarantee (each, a "Junior Subordinated Notes Guarantee") the
Junior Subordinated Notes as described under "Description of the Junior
Subordinated Notes Guarantees."

CERTAIN COVENANTS

     Southern and Capital each covenants in the Subordinated Note Indenture, for
the benefit of the holders of each series of Junior Subordinated Notes, that,
(i) if at such time Capital shall have given notice of its election to extend an
interest payment period for such series of Junior Subordinated Notes and such
extension shall be continuing, (ii) if at such time Southern shall be in default
with respect to its payment or other obligations under (A) the Preferred
Securities Guarantee with respect to the Trust Securities, if any, related to
such series of Junior Subordinated Notes or (B) the Junior Subordinated Notes
Guarantee, if any, related to such series of Junior Subordinated Notes, or (iii)
if at such time a Subordinated Note Indenture Event of Default with respect to
such series of Junior Subordinated Notes shall have occurred and be continuing,
(a) neither Southern nor Capital shall declare or pay any dividend or make any
distributions with respect to, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of its capital stock, and (b) neither
Southern nor Capital shall make any payment of interest, principal or premium,
if any, on or repay, repurchase or redeem any debt securities issued by it which
rank pari passu with or junior to the Junior Subordinated Notes or the Junior
Subordinated Notes Guarantee. None of the foregoing, however, shall restrict (i)
any of the actions described in the preceding sentence resulting from any
reclassification of Southern's or Capital's capital stock or the exchange or
conversion of one class or series of Southern's or Capital's capital stock for
another class or series of Southern's or Capital's capital stock, (ii) the
purchase of fractional interests in shares of Southern's or Capital's capital
stock pursuant to the conversion or exchange provisions of such capital stock or
the security being converted or exchanged, (iii) dividends, payments or
distributions payable in shares of capital stock, (iv) redemptions, purchases or
other acquisitions of shares of

                                       11

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capital stock in connection with any employment contract, incentive plan,
benefit plan or other similar arrangement of Southern or any of its subsidiaries
or in connection with a dividend reinvestment or stock purchase plan, or (v) any
declaration of a dividend in connection with implementation of any stockholders'
rights plan, or the issuance of rights, stock or other property under any such
plan, or the redemption, repurchase or other acquisition of any such rights
pursuant thereto.

     The Subordinated Note Indenture further provides that, for so long as the
Trust Securities of any Trust remain outstanding, Capital covenants (i) to
directly or indirectly maintain 100% ownership of the Common Securities of such
Trust; provided, however, that any permitted successor of Capital or Southern
under the Subordinated Note Indenture may succeed to Capital's ownership of such
Common Securities, and (ii) to use its reasonable efforts to cause such Trust
(a) to remain a statutory business trust, except in connection with the
distribution of Junior Subordinated Notes to the holders of Trust Securities in
liquidation of such Trust, the redemption of all of the Trust Securities of such
Trust, or certain mergers, consolidations or amalgamations, each as permitted by
the related Trust Agreement, and (b) to otherwise continue to be classified as a
grantor trust for United States federal income tax purposes.

EVENTS OF DEFAULT

     The Subordinated Note Indenture provides that any one or more of the
following described events with respect to the Junior Subordinated Notes of any
series, which has occurred and is continuing, constitutes an "Event of Default"
with respect to the Junior Subordinated Notes of such series:

          (a) failure for 10 days to pay interest on the Junior Subordinated
     Notes of such series, including any Additional Interest (as defined in
     clause (ii) of the definition thereof in the Subordinated Note Indenture)
     in respect thereof, when due on an interest payment date other than at
     maturity or upon earlier redemption; provided, however, that a valid
     extension of the interest payment period by Capital shall not constitute a
     default in the payment of interest for this purpose; or

          (b) failure for 10 days to pay Additional Interest (as defined in
     clause (i) of the definition thereof in the Subordinated Note Indenture);
     or

          (c) failure to pay principal or premium, if any, or interest,
     including Additional Interest (as defined in clause (ii) of the definition
     thereof in the Subordinated Note Indenture), on the Junior Subordinated
     Notes of such series when due at maturity or upon earlier redemption; or

          (d) failure for three Business Days to deposit any sinking fund
     payment when due by the terms of a Junior Subordinated Note of such series;
     or

          (e) failure to observe or perform any other covenant or warranty in
     the Subordinated Note Indenture (other than a covenant or warranty which
     has expressly been included therein solely for the benefit of one or more
     series of Junior Subordinated Notes other than such series) for 90 days
     after written notice to Southern and Capital from the Subordinated Note
     Indenture Trustee or the holders of at least 25% in principal amount of the
     outstanding Junior Subordinated Notes of such series; or

          (f) certain events of bankruptcy, insolvency or reorganization of
     Southern or Capital; or

          (g) the Junior Subordinated Notes Guarantee shall be held in a
     judicial proceeding to be unenforceable or invalid or shall cease for any
     reason to be in full force and effect.

     The holders of not less than a majority in aggregate outstanding principal
amount of the Junior Subordinated Notes of any series have the right to direct
the time, method and place of conducting any proceeding for any remedy available
to the Subordinated Note Indenture Trustee with respect to the Junior
Subordinated Notes of such series. If a Subordinated Note Indenture Event of
Default occurs and is continuing with respect to the Junior Subordinated Notes
of any series, then the Subordinated Note Indenture Trustee or the holders of
not less than 25% in aggregate outstanding principal amount of the Junior
Subordinated Notes of such series may declare the principal amount thereof due
and payable immediately by notice in writing to Southern and Capital (and to the
Subordinated Note Indenture Trustee if given by the holders), and upon any such
declaration, such principal amount shall become immediately due and payable.
                                       12

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At any time after such a declaration of acceleration with respect to the Junior
Subordinated Notes of any series has been made and before a judgment or decree
for payment of the money due has been obtained as provided in Article Five of
the Subordinated Note Indenture, the holders of not less than a majority in
aggregate outstanding principal amount of the Junior Subordinated Notes of such
series may rescind and annul such declaration and its consequences if the
default has been cured or waived and Southern or Capital has paid or deposited
with the Subordinated Note Indenture Trustee a sum sufficient to pay all matured
installments of interest (including any Additional Interest) and principal due
otherwise than by acceleration and all sums paid or advanced by the Subordinated
Note Indenture Trustee, including reasonable compensation and expenses of the
Subordinated Note Indenture Trustee.

     A holder of Preferred Securities may institute a legal proceeding directly
against Southern and Capital, without first instituting a legal proceeding
against the Property Trustee or any other person or entity, for enforcement of
payment to such holder of principal of or interest on the Junior Subordinated
Notes of the related series having a principal amount equal to the aggregate
stated liquidation amount of the Preferred Securities of such holder on or after
the due dates specified in the Junior Subordinated Notes of such series.

     The holders of not less than a majority in aggregate outstanding principal
amount of the Junior Subordinated Notes of any series may, on behalf of the
holders of all the Junior Subordinated Notes of such series, waive any past
default with respect to such series, except (i) a default in the payment of
principal or interest or (ii) a default in respect of a covenant or provision
which under Article Nine of the Subordinated Note Indenture cannot be modified
or amended thereunder without the consent of the holder of each outstanding
Junior Subordinated Note of such series affected thereby.

REGISTRATION AND TRANSFER

     Capital shall not be required to (i) issue, register the transfer of or
exchange Junior Subordinated Notes of any series during a period of 15 days
immediately preceding the date notice is given identifying the Junior
Subordinated Notes of such series called for redemption, or (ii) register the
transfer of or exchange any Junior Subordinated Notes so selected for
redemption, in whole or in part, except the unredeemed portion of any Junior
Subordinated Note being redeemed in part.

PAYMENT AND PAYING AGENT

     Unless otherwise indicated in an applicable Prospectus Supplement, payment
of principal of any Junior Subordinated Notes will be made only against
surrender to the Paying Agent of such Junior Subordinated Notes. Principal of
and interest on Junior Subordinated Notes will be payable, subject to any
applicable laws and regulations, at the office of such Paying Agent or Paying
Agents as Capital may designate from time to time, except that, at the option of
Capital, payment of any interest may be made by wire transfer or by check mailed
to the address of the person entitled thereto as such address shall appear in
the Security Register with respect to the Junior Subordinated Notes. Payment of
interest on Junior Subordinated Notes on any interest payment date will be made
to the person in whose name the Junior Subordinated Notes (or predecessor
security) are registered at the close of business on the record date for such
interest payment.

     Unless otherwise indicated in an applicable Prospectus Supplement, the
Subordinated Note Indenture Trustee will act as Paying Agent with respect to the
Junior Subordinated Notes. Capital may at any time designate additional Paying
Agents or rescind the designation of any Paying Agents or approve a change in
the office through which any Paying Agent acts.

     All monies paid by Capital to a Paying Agent for the payment of the
principal of or interest on the Junior Subordinated Notes of any series which
remain unclaimed at the end of two years after such principal or interest shall
have become due and payable will be repaid to Capital, and the holder of such
Junior Subordinated Notes will thereafter look only to Capital for payment
thereof.

                                       13

<PAGE>




MODIFICATION

     The Subordinated Note Indenture contains provisions permitting Capital,
Southern and the Subordinated Note Indenture Trustee, with the consent of the
holders of not less than a majority in principal amount of the outstanding
Junior Subordinated Notes of each series affected thereby, to modify the
Subordinated Note Indenture or the rights of the holders of the Junior
Subordinated Notes of such series; provided, that no such modification may,
without the consent of the holder of each outstanding Junior Subordinated Note
affected thereby, (i) change the stated maturity of the principal of, or any
installment of principal of or interest on, any Junior Subordinated Note, or
reduce the principal amount thereof or the rate of interest (including
Additional Interest) thereon or any premium payable upon the redemption thereof,
or change the method of calculating the rate of interest thereon, or impair the
right to institute suit for the enforcement of any such payment on or after the
stated maturity thereof (or, in the case of redemption, on or after the
redemption date), or (ii) reduce the percentage of principal amount of the
outstanding Junior Subordinated Notes of any series, the consent of whose
holders is required for any such supplemental indenture, or the consent of whose
holders is required for any waiver (of compliance with certain provisions of the
Subordinated Note Indenture or certain defaults thereunder and their
consequences) provided for in the Subordinated Note Indenture, or (iii) modify
any of the provisions of the Subordinated Note Indenture relating to
supplemental indentures, waiver of past defaults or waiver of certain covenants,
except to increase any such percentage or to provide that certain other
provisions of the Subordinated Note Indenture cannot be modified or waived
without the consent of the holder of each outstanding Junior Subordinated Note
affected thereby, or (iv) reduce any amount payable under, delay or defer the
required time of payment under, or impair the right to institute suit to enforce
any payment under the Junior Subordinated Notes Guarantee, or (v) modify the
provisions of the Subordinated Note Indenture with respect to the subordination
of the Junior Subordinated Notes or the Junior Subordinated Notes Guarantee in a
manner adverse to such holder.

     In addition, Capital, Southern and the Subordinated Note Indenture Trustee
may execute, without the consent of any holders of Junior Subordinated Notes,
any supplemental indenture for certain other usual purposes, including the
creation of any new series of Junior Subordinated Notes.

CONSOLIDATION, MERGER AND SALE

     Neither Southern nor Capital shall consolidate with or merge into any other
corporation or convey, transfer or lease its properties and assets substantially
as an entirety to any person, unless (1) such other corporation or person is a
corporation organized and existing under the laws of the United States, any
state thereof or the District of Columbia and such other corporation or person
expressly assumes, by supplemental indenture executed and delivered to the
Subordinated Note Indenture Trustee, the payment of the principal of (and
premium, if any) and interest (including Additional Interest) on all the Junior
Subordinated Notes and the performance of every covenant of the Subordinated
Note Indenture and the Junior Subordinated Notes Guarantee on the part of
Southern or Capital, as the case may be, to be performed or observed; (2)
immediately after giving effect to such transactions, no Subordinated Note
Indenture Event of Default, and no event which, after notice or lapse of time or
both, would become a Subordinated Note Indenture Event of Default, shall have
happened and be continuing; and (3) Southern or Capital, as the case may be, has
delivered to the Subordinated Note Indenture Trustee an officers' certificate
and an opinion of counsel, each stating that such transaction complies with the
provisions of the Subordinated Note Indenture governing consolidation, merger,
conveyance, transfer or lease and that all conditions precedent thereto have
been complied with.

INFORMATION CONCERNING THE SUBORDINATED NOTE INDENTURE TRUSTEE

     The Subordinated Note Indenture Trustee, prior to a Subordinated Note
Indenture Event of Default with respect to Junior Subordinated Notes of any
series, undertakes to perform, with respect to Junior Subordinated Notes of such
series, only such duties as are specifically set forth in the Subordinated Note
Indenture and, in case a Subordinated Note Indenture Event of Default with
respect to Junior Subordinated Notes of any series has occurred and is
continuing, shall exercise, with respect to Junior Subordinated Notes of such
series, the same degree of care as a prudent individual would exercise in the
conduct of his or her own affairs.
                                       14

<PAGE>




Subject to such provision, the Subordinated Note Indenture Trustee is under no
obligation to exercise any of the powers vested in it by the Subordinated Note
Indenture at the request of any holder of Junior Subordinated Notes of any
series, unless offered reasonable indemnity by such holder against the costs,
expenses and liabilities which might be incurred thereby. The Subordinated Note
Indenture Trustee is not required to expend or risk its own funds or otherwise
incur any financial liability in the performance of its duties if the
Subordinated Note Indenture Trustee reasonably believes that repayment or
adequate indemnity is not reasonably assured to it.

     Bankers Trust Company, the Subordinated Note Indenture Trustee, also serves
as Property Trustee and as Guarantee Trustee. Southern and certain of its
subsidiaries maintain deposit accounts and banking relationships with Bankers
Trust Company. Bankers Trust Company serves as trustee under other indentures
pursuant to which securities of subsidiaries of Southern are outstanding.

GOVERNING LAW

     The Subordinated Note Indenture and the Junior Subordinated Notes will be
governed by, and construed in accordance with, the internal laws of the State of
New York.

MISCELLANEOUS

     Each of Southern and Capital will have the right at all times to assign any
of its rights or obligations under the Subordinated Note Indenture to a direct
or indirect wholly-owned subsidiary of Southern; provided, that, in the event of
any such assignment, Southern or Capital, as the case may be, will remain
primarily liable for all such obligations. Subject to the foregoing, the
Subordinated Note Indenture will be binding upon and inure to the benefit of the
parties thereto and their respective successors and assigns.

            DESCRIPTION OF THE JUNIOR SUBORDINATED NOTES GUARANTEES

     Pursuant to the Subordinated Note Indenture, Southern will irrevocably and
unconditionally guarantee the due and punctual payment of principal, premium, if
any, and interest (including any Additional Interest) on the Junior Subordinated
Notes when and as the same shall become due and payable, whether at maturity,
upon redemption or otherwise. Each Junior Subordinated Notes Guarantee will
constitute an unsecured obligation of Southern and will rank subordinate and
junior to all Senior Indebtedness that may be issued by Southern. As of March
31, 2001, Senior Indebtedness of Southern aggregated approximately $728,000,000.
Since Southern is a holding company, the right of Southern and, hence, the right
of creditors of Southern (including the holders of the Junior Subordinated
Notes) to participate in any distribution of the assets of any subsidiary of
Southern, whether upon liquidation, reorganization or otherwise, is subject to
prior claims of creditors of each such subsidiary.

                     DESCRIPTION OF THE PREFERRED SECURITIES

     Each Trust may issue only one series of Preferred Securities having terms
described in the Prospectus Supplement relating thereto. The Trust Agreement of
each Trust will authorize the Administrative Trustees, on behalf of the Trust,
to issue the Preferred Securities of such Trust. The Preferred Securities of
each Trust will have such terms, including distributions, redemption, voting,
liquidation rights and such other preferred, deferral or other special rights or
such restrictions as shall be set forth in the Trust Agreement of such Trust.
Reference is made to the Prospectus Supplement relating to the Preferred
Securities of a Trust for specific terms, including (i) the distinctive
designation of such Preferred Securities; (ii) the number of Preferred
Securities issued by such Trust; (iii) the annual distribution rate (or method
of determining such rate) for Preferred Securities of such Trust and the date or
dates on which such distributions shall be payable; (iv) whether distributions
on such Preferred Securities shall be cumulative and, in the case of Preferred
Securities having cumulative distribution rights, the date or dates, or method
of determining the date or dates, from which distributions on such Preferred
Securities shall be cumulative; (v) the amount or amounts that shall be paid out
of the assets of such Trust to the holders of the Preferred Securities of such
Trust upon

                                       15

<PAGE>




voluntary or involuntary dissolution, winding-up or termination of such Trust;
(vi) the obligation, if any, of such Trust to purchase or redeem such Preferred
Securities and the price or prices at which, the period or periods within which,
and the terms and conditions upon which such Preferred Securities shall be
purchased or redeemed, in whole or in part, pursuant to such obligation; (vii)
the date or dates, if any, after which such Preferred Securities may be
converted or exchanged at the option of the holder into or for shares of common
stock of Southern or debt securities of Capital and the terms for any such
conversion or exchange; (viii) the voting rights, if any, of such Preferred
Securities in addition to those required by law, including the number of votes
per Preferred Security and any requirement for the approval by the holders of
Preferred Securities as a condition to specified action or amendments to the
Trust Agreement of such Trust; (ix) the rights, if any, to defer distributions
on the Preferred Securities by extending the interest payment period on the
related Junior Subordinated Notes; and (x) any other relative rights,
preferences, privileges, limitations or restrictions of such Preferred
Securities not inconsistent with the Trust Agreement of such Trust or applicable
law. All Preferred Securities offered hereby will be guaranteed by Southern to
the extent set forth under "Description of the Preferred Securities Guarantees."
Any material United States federal income tax considerations applicable to an
offering of Preferred Securities will be described in the Prospectus Supplement
relating thereto.

               DESCRIPTION OF THE PREFERRED SECURITIES GUARANTEES

     Set forth below is a summary of information concerning the Preferred
Securities Guarantees that will be executed and delivered by Southern for the
benefit of the holders of Preferred Securities of the respective Trusts from
time to time. Each Preferred Securities Guarantee will be qualified as an
indenture under the 1939 Act. Bankers Trust Company will act as indenture
trustee under each Preferred Securities Guarantee (the "Guarantee Trustee") for
purposes of the 1939 Act. The terms of the respective Preferred Securities
Guarantees will be those set forth therein and those made part thereof by the
1939 Act. The following summary does not purport to be complete and is subject
in all respects to the provisions of, and is qualified in its entirety by
reference to, the Preferred Securities Guarantees, the form of which is filed as
an exhibit to the Registration Statement of which this Prospectus forms a part,
and the 1939 Act. Each Preferred Securities Guarantee will be held by the
Guarantee Trustee for the benefit of holders of the Preferred Securities to
which it relates.

GENERAL

     Pursuant to each Preferred Securities Guarantee, Southern will irrevocably
and unconditionally agree, to the extent set forth therein, to pay in full, to
the holders of the related Preferred Securities, the Guarantee Payments (as
defined herein), to the extent not paid by, or on behalf of, the related Trust,
regardless of any defense, right of set-off or counterclaim that Southern may
have or assert against any person. The following payments or distributions with
respect to the Preferred Securities of any Trust to the extent not paid or made
by, or on behalf of, such Trust will be subject to the Preferred Securities
Guarantee related thereto (without duplication): (i) any accrued and unpaid
distributions required to be paid on the Preferred Securities of such Trust but
if and only if and to the extent that such Trust has funds legally and
immediately available therefor; (ii) the redemption price, including all accrued
and unpaid distributions to the date of redemption (the "Redemption Price"),
with respect to any Preferred Securities called for redemption by such Trust,
but if and only to the extent such Trust has funds legally and immediately
available therefor; and (iii) upon a dissolution, winding-up or termination of
such Trust (other than in connection with the distribution of Junior
Subordinated Notes to the holders of Trust Securities of such Trust or the
redemption of all of the Preferred Securities of such Trust), the lesser of (a)
the aggregate of the liquidation amount and all accrued and unpaid distributions
on the Preferred Securities of such Trust to the date of payment, to the extent
such Trust has funds legally and immediately available therefor, and (b) the
amount of assets of such Trust remaining available for distribution to holders
of Preferred Securities of such Trust in liquidation of such Trust (the
"Guarantee Payments"). Southern's obligation to make a Guarantee Payment may be
satisfied by direct payment of the required amounts by Southern to the holders
of the related Preferred Securities or by causing the related Trust to pay such
amounts to such holders.

                                       16

<PAGE>




     Each Preferred Securities Guarantee will be a guarantee of the Guarantee
Payments with respect to the related Preferred Securities from the time of
issuance of such Preferred Securities, but will not apply to the payment of
distributions and other payments on such Preferred Securities when the related
Trust does not have sufficient funds legally and immediately available to make
such distributions or other payments. IF CAPITAL DOES NOT MAKE INTEREST PAYMENTS
ON THE JUNIOR SUBORDINATED NOTES HELD BY THE PROPERTY TRUSTEE UNDER ANY TRUST,
SUCH TRUST WILL NOT MAKE DISTRIBUTIONS ON ITS PREFERRED SECURITIES.

SUBORDINATION

     Southern's obligations under each Preferred Securities Guarantee to make
the Guarantee Payments will constitute an unsecured obligation of Southern and
will rank (i) subordinate and junior in right of payment to all other
liabilities of Southern, except those obligations or liabilities made pari passu
or subordinate by their terms, (ii) pari passu with the most senior preferred or
preference stock now or hereafter issued by Southern and with any guarantee now
or hereafter entered into by Southern in respect of any preferred or preference
securities of any affiliate of Southern, and (iii) senior to all common stock of
Southern. The terms of the Preferred Securities will provide that each holder of
Preferred Securities by acceptance thereof agrees to the subordination
provisions and other terms of the Preferred Securities Guarantee related
thereto. Southern has outstanding common stock that ranks junior to the
Preferred Securities Guarantees.

     Each Preferred Securities Guarantee will constitute a guarantee of payment
and not of collection (that is, the guaranteed party may institute a legal
proceeding directly against the guarantor to enforce its rights under the
guarantee without first instituting a legal proceeding against any other person
or entity).

AMENDMENTS AND ASSIGNMENT

     Except with respect to any changes that do not materially and adversely
affect the rights of holders of the related Preferred Securities (in which case
no consent will be required), each Preferred Securities Guarantee may be amended
only with the prior approval of the holders of not less than 66 2/3% in
liquidation amount of such outstanding Preferred Securities. The manner of
obtaining any such approval of holders of the Preferred Securities will be as
set forth in an accompanying Prospectus Supplement. All guarantees and
agreements contained in each Preferred Securities Guarantee shall bind the
successors, assigns, receivers, trustees and representatives of Southern and
shall inure to the benefit of the holders of the related Preferred Securities
then outstanding.

TERMINATION

     Each Preferred Securities Guarantee will terminate and be of no further
force and effect as to the related Preferred Securities upon full payment of the
Redemption Price of all such Preferred Securities, upon distribution of Junior
Subordinated Notes to the holders of such Preferred Securities, or upon full
payment of the amounts payable upon liquidation of the related Trust. Each
Preferred Securities Guarantee will continue to be effective or will be
reinstated, as the case may be, if at any time any holder of the related
Preferred Securities must restore payment of any sums paid with respect to such
Preferred Securities or under such Preferred Securities Guarantee.

EVENTS OF DEFAULT

     An event of default under each Preferred Securities Guarantee will occur
upon the failure by Southern to perform any of its payment obligations
thereunder. The holders of a majority in liquidation amount of the Preferred
Securities to which any Preferred Securities Guarantee relates have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Guarantee Trustee in respect of such Preferred Securities
Guarantee or to direct the exercise of any trust or power conferred upon the
Guarantee Trustee under such Preferred Securities Guarantee. Any holder of the
related Preferred Securities may institute a legal proceeding directly against
Southern to enforce its rights under such Preferred Securities Guarantee without
first instituting a legal proceeding against the Guarantee Trustee or any other
person or entity. The holders of a majority in liquidation amount of Preferred
Securities of any series may, by vote, on

                                       17

<PAGE>




behalf of the holders of all the Preferred Securities of such series, waive any
past event of default and its consequences.

INFORMATION CONCERNING THE GUARANTEE TRUSTEE

     The Guarantee Trustee, prior to the occurrence of any event of default with
respect to any Preferred Securities Guarantee and after the curing or waiving of
all events of default with respect to such Preferred Securities Guarantee,
undertakes to perform only such duties as are specifically set forth in such
Preferred Securities Guarantee and, in case an event of default has occurred,
shall exercise the same degree of care as a prudent individual would exercise in
the conduct of his or her own affairs. Subject to such provisions, the Guarantee
Trustee is under no obligation to exercise any of the powers vested in it by any
Preferred Securities Guarantee at the request of any holder of the related
Preferred Securities, unless offered reasonable indemnity against the costs,
expenses and liabilities which might be incurred thereby.

     Bankers Trust Company, the Guarantee Trustee, also serves as Property
Trustee and as Subordinated Note Indenture Trustee. Southern and certain of its
subsidiaries maintain deposit accounts and banking relationships with Bankers
Trust Company. Bankers Trust Company serves as trustee under other indentures
pursuant to which securities of subsidiaries of Southern are outstanding.

GOVERNING LAW

     Each Preferred Securities Guarantee will be governed by, and construed in
accordance with, the internal laws of the State of New York.

THE AGREEMENTS AS TO EXPENSES AND LIABILITIES

     Pursuant to an Agreement as to Expenses and Liabilities to be entered into
by Southern under each Trust Agreement, Southern will irrevocably and
unconditionally guarantee to each person or entity to whom each Trust becomes
indebted or liable the full payment of any indebtedness, expenses or liabilities
of such Trust, other than obligations of such Trust to pay to the holders of the
related Preferred Securities or other similar interests in such Trust the
amounts due such holders pursuant to the terms of such Preferred Securities or
such other similar interests, as the case may be.

                  RELATIONSHIP AMONG THE PREFERRED SECURITIES,
   THE JUNIOR SUBORDINATED NOTES, THE PREFERRED SECURITIES GUARANTEES AND THE
                      JUNIOR SUBORDINATED NOTES GUARANTEES

     As long as payments of interest and other payments are made when due on
each series of Junior Subordinated Notes issued to a Trust, such payments will
be sufficient to cover distributions and payments due on the related Trust
Securities of such Trust primarily because (i) the aggregate principal amount of
each series of Junior Subordinated Notes will be equal to the sum of the
aggregate stated liquidation amount of the related Trust Securities; (ii) the
interest rate and interest and other payment dates on each series of Junior
Subordinated Notes will match the distribution rate and distribution and other
payment dates for the related Preferred Securities; (iii) Southern shall pay for
all costs and expenses of each Trust pursuant to the Agreements as to Expenses
and Liabilities; and (iv) each Trust Agreement provides that the Securities
Trustees thereunder shall not cause or permit the Trust to, among other things,
engage in any activity that is not consistent with the purposes of the Trust.

     Payments of distributions (to the extent funds therefor are legally and
immediately available) and other payments due on the Preferred Securities (to
the extent funds therefor are legally and immediately available) will be
guaranteed by Southern as and to the extent set forth under "Description of the
Preferred Securities Guarantees." If Capital does not make interest payments on
any series of Junior Subordinated Notes, it is not expected that the related
Trust will have sufficient funds to pay distributions on its Preferred
Securities. Each Preferred Securities Guarantee is a guarantee from the time of
its issuance, but does not apply to any payment

                                       18

<PAGE>




of distributions unless and until the related Trust has sufficient funds legally
and immediately available for the payment of such distributions.

     If Capital fails to make interest or other payments on any series of Junior
Subordinated Notes when due (taking into account any extension period as
described in the applicable Prospectus Supplement), the Trust Agreement provides
a mechanism whereby the holders of the related Preferred Securities may appoint
a substitute Property Trustee. Such holders may also direct the Property Trustee
to enforce its rights under the Junior Subordinated Notes of such series and the
related Junior Subordinated Notes Guarantee, including proceeding directly
against Capital to enforce such Junior Subordinated Notes and against Southern
to enforce such Junior Subordinated Notes Guarantee. If the Property Trustee
fails to enforce its rights under any series of Junior Subordinated Notes or the
related Junior Subordinated Notes Guarantee, to the fullest extent permitted by
applicable law, any holder of related Preferred Securities may institute a legal
proceeding directly against Capital to enforce the Property Trustee's rights
under such series of Junior Subordinated Notes and against Southern to enforce
such Junior Subordinated Notes Guarantee without first instituting any legal
proceeding against the Property Trustee or any other person or entity.
Notwithstanding the foregoing, a holder of Preferred Securities may institute a
legal proceeding directly against Southern and Capital, without first
instituting a legal proceeding against the Property Trustee or any other person
or entity, for enforcement of payment to such holder of principal of or interest
on Junior Subordinated Notes of the related series having a principal amount
equal to the aggregate stated liquidation amount of the Preferred Securities of
such holder on or after the due dates specified in the Junior Subordinated Notes
of such series.

     If Southern fails to make payments under any Preferred Securities
Guarantee, such Preferred Securities Guarantee provides a mechanism whereby the
holders of the Preferred Securities to which such Preferred Securities Guarantee
relates may direct the Guarantee Trustee to enforce its rights thereunder. In
addition, any holder of Preferred Securities may institute a legal proceeding
directly against Southern to enforce the Guarantee Trustee's rights under the
related Preferred Securities Guarantee without first instituting a legal
proceeding against the Guarantee Trustee or any other person or entity.

     Together, each Junior Subordinated Notes Guarantee, each Preferred
Securities Guarantee, the Subordinated Note Indenture, the Junior Subordinated
Notes of the related series, the related Trust Agreement and the related
Agreement as to Expenses and Liabilities, as described above, constitute a full
and unconditional guarantee by Southern and Capital of the payments due on the
related series of Preferred Securities.

     Upon any voluntary or involuntary dissolution, winding-up or termination of
any Trust, unless Junior Subordinated Notes of the related series are
distributed in connection therewith, the holders of Preferred Securities of such
Trust will be entitled to receive, out of assets legally available for
distribution to holders, a liquidation distribution in cash as described in the
applicable Prospectus Supplement. Upon any voluntary or involuntary liquidation
or bankruptcy of Capital, the Property Trustee, as holder of the related series
of Junior Subordinated Notes, would be a subordinated creditor of Capital,
subordinated in right of payment to all Senior Indebtedness, but entitled to
receive payment in full of principal and interest, before any stockholders of
Capital receive payments or distributions. Because Southern is guarantor under
each Preferred Securities Guarantee and each Junior Subordinated Notes Guarantee
and has agreed to pay for all costs, expenses and liabilities of each Trust
(other than the Trust's obligations to holders of the Preferred Securities)
pursuant to the related Agreement as to Expenses and Liabilities, the positions
of a holder of Preferred Securities and a holder of Junior Subordinated Notes of
the related series relative to other creditors and to stockholders of Southern
in the event of liquidation or bankruptcy of Southern would be substantially the
same.

     A default or event of default under any Senior Indebtedness would not
constitute a default or Event of Default under the Subordinated Note Indenture.
However, in the event of payment defaults under, or acceleration of, Senior
Indebtedness, the subordination provisions of the Junior Subordinated Notes
provide that no payments may be made in respect of the Junior Subordinated Notes
until such Senior Indebtedness has been paid in full or any payment default
thereunder has been cured or waived. Failure to make required payments on the
Junior Subordinated Notes of any series would constitute an Event of Default
under the Subordinated Note Indenture with respect to the Junior Subordinated
Notes of such series except that failure

                                       19

<PAGE>




to make interest payments on the Junior Subordinated Notes of such series will
not be an Event of Default during an extension period as described in the
applicable Prospectus Supplement.

                              PLAN OF DISTRIBUTION

     Capital may sell the Senior Notes and the Junior Subordinated Notes and the
Trusts may sell the Preferred Securities in one or more of the following ways
from time to time: (i) to underwriters for resale to the public or to
institutional investors; (ii) directly to institutional investors; or (iii)
through agents to the public or to institutional investors. The Prospectus
Supplement with respect to any series of Senior Notes, Junior Subordinated Notes
or Preferred Securities will set forth the terms of the offering of such Senior
Notes, Junior Subordinated Notes or Preferred Securities, including the name or
names of any underwriters or agents, the purchase price of such Senior Notes,
Junior Subordinated Notes or Preferred Securities and the proceeds to Southern,
Capital or the applicable Trust from such sale, any underwriting discounts or
agency fees and other items constituting underwriters' or agents' compensation,
any initial public offering price, any discounts or concessions allowed or
reallowed or paid to dealers and any securities exchange on which such Senior
Notes, Junior Subordinated Notes or Preferred Securities may be listed.

     If underwriters participate in the sale, such Senior Notes, Junior
Subordinated Notes or Preferred Securities will be acquired by the underwriters
for their own account and may be resold from time to time in one or more
transactions, including negotiated transactions, at a fixed public offering
price or at varying prices determined at the time of sale.

     Unless otherwise set forth in the Prospectus Supplement, the obligations of
the underwriters to purchase any series of Senior Notes, Junior Subordinated
Notes or Preferred Securities will be subject to certain conditions precedent
and the underwriters will be obligated to purchase all of such series of Senior
Notes, Junior Subordinated Notes or Preferred Securities, if any are purchased.

     Underwriters and agents may be entitled under agreements entered into with
Southern, Capital and/or the applicable Trust to indemnification against certain
civil liabilities, including liabilities under the 1933 Act. Underwriters and
agents may engage in transactions with, or perform services for, Southern in the
ordinary course of business.

     Each series of Senior Notes, Junior Subordinated Notes or Preferred
Securities will be a new issue of securities and will have no established
trading market. Any underwriters to whom Senior Notes, Junior Subordinated Notes
or Preferred Securities are sold for public offering and sale may make a market
in such Senior Notes, Junior Subordinated Notes or Preferred Securities, but
such underwriters will not be obligated to do so and may discontinue any market
making at any time without notice. The Senior Notes, Junior Subordinated Notes
or Preferred Securities may or may not be listed on a national securities
exchange.

                                  LEGAL MATTERS

     Certain matters of Delaware law relating to the validity of the Preferred
Securities will be passed upon on behalf of Capital and the Trusts by Richards,
Layton & Finger, P.A., Wilmington, Delaware, special Delaware counsel to Capital
and the Trusts. The validity of the Senior Notes, the Junior Subordinated Notes,
the Senior Notes Guarantees and the Junior Subordinated Notes Guarantees and
certain matters relating thereto will be passed upon on behalf of Southern and
Capital by Troutman Sanders LLP, Atlanta, Georgia. Certain legal matters will be
passed upon for the Underwriters by Dewey Ballantine LLP, New York, New York.

                                     EXPERTS

     The financial statements and schedules of Southern included in Southern's
Annual Report on Form 10-K for the year ended December 31, 2000, incorporated by
reference in this Prospectus, have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are incorporated herein in reliance upon the authority of said firm
as experts in accounting and auditing in giving said reports.
                                       20

<PAGE>




                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

     The estimated expenses of issuance and distribution, other than
underwriting discounts and commissions, to be borne by Southern are as follows:

<TABLE>
<S>                                                           <C>
Filing Fees -- Securities and Exchange
  Commission -- registration statement......................  $  250,000
Charges of trustees (including counsel).....................      40,000
Listing fees of New York Stock Exchange.....................     130,600
Printing and preparation of registration statement,
  prospectus, etc...........................................     120,000
Rating fees --
  Moody's Investors Service, Inc............................     120,000
  Standard & Poor's Corporation.............................     493,000
  Fitch Investors Service Inc...............................     200,000
Services of Southern Company Services, Inc..................     100,000
Fees and expenses of counsel................................     155,000
Blue sky fees and expenses..................................      20,000
Fees of accountants, Arthur Andersen LLP....................     150,000
Miscellaneous, including telephone charges and traveling
  expenses..................................................      21,400
                                                              ----------
          Total.............................................  $1,800,000*
                                                              ==========
</TABLE>

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

 * Each Prospectus Supplement will reflect estimated expenses of Southern based
   upon the amount of the related offering.

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of Title 8 of the Delaware Code gives a corporation power to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceedings, had no
reasonable cause to believe his conduct was unlawful. The same Section also
gives a corporation power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper. Also, the Section states that, to the extent that a present
or former director or officer of a corporation has been successful on the merits
or otherwise in defense of any such action, suit or proceeding, or in defense of
any

                                      II-1

<PAGE>




claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

     The By-Laws of Southern provide in substance that no present or future
director or officer of Southern shall be liable for any act, omission, step or
conduct taken or had in good faith which is required, authorized or approved by
order issued pursuant to the Public Utility Holding Company Act of 1935, the
Federal Power Act, or any state statute regulating Southern or its subsidiaries
by reason of their being public utility companies or public utility holding
companies, or any amendment to any thereof. In the event that such provisions
are found by a court not to constitute a valid defense, each such director and
officer shall be reimbursed for, or indemnified against, all expenses and
liabilities incurred by him or imposed on him in connection with, or arising out
of, any such action, suit or proceeding based on any act, omission, step or
conduct taken or had in good faith as in such By-Laws described.

     The By-Laws of Southern further provide as follows:

          "Each person who is or was a director or officer of the Corporation
     and who was or is a party or was or is threatened to be made a party to any
     threatened, pending or completed claim, action, suit or proceeding, whether
     civil, criminal, administrative or investigative, by reason of the fact
     that he is or was a director or officer of the Corporation, or is or was
     serving at the request of the Corporation as a director, officer, employee,
     agent or trustee of another corporation, partnership, joint venture, trust,
     employee benefit plan or other enterprise, shall be indemnified by the
     Corporation as a matter of right against any and all expenses (including
     attorneys' fees) actually and reasonably incurred by him and against any
     and all claims, judgments, fines, penalties, liabilities and amounts paid
     in settlement actually incurred by him in defense of such claim, action,
     suit or proceeding, including appeals, to the full extent permitted by
     applicable law. The indemnification provided by this Section shall inure to
     the benefit of the heirs, executors and administrators of such person.

          Expenses (including attorneys' fees) incurred by a director or officer
     of the Corporation with respect to the defense of any such claim, action,
     suit or proceeding may be advanced by the Corporation prior to the final
     disposition of such claim, action, suit or proceeding, as authorized by the
     Board of Directors in the specific case, upon receipt of an undertaking by
     or on behalf of such person to repay such amount unless it shall ultimately
     be determined that such person is entitled to be indemnified by the
     Corporation under this Section or otherwise; provided, however, that the
     advancement of such expenses shall not be deemed to be indemnification
     unless and until it shall ultimately be determined that such person is
     entitled to be indemnified by the Corporation."

     Southern has an insurance policy covering its liabilities and expenses
which might arise in connection with its lawful indemnification of its directors
and officers for certain of their liabilities and expenses and also covering its
officers and directors against certain other liabilities and expenses.

     Paragraph 10 of the Certificate of Incorporation of Capital provides as
follows:

          No director of the corporation shall be personally liable to the
     corporation or its shareholders for monetary damages for breach of
     fiduciary duty as a director, provided that such provision shall not
     eliminate or limit the liability of a director (i) for any breach of the
     director's duty of loyalty to the corporation or its stockholders, (ii) for
     acts or omissions not in good faith or which involve intentional misconduct
     or a knowing violation of law, or (iii) for any transaction from which the
     director received an improper personal benefit.

     Article VII of the By-laws of Capital provides in pertinent part:

          Section 1. The corporation shall have power to indemnify any person
     who was or is a party or is threatened to be made a party to any
     threatened, pending or completed action, suit or proceeding, whether civil,
     criminal, administrative or investigative (other than an action by or in
     the right of the corporation) by reason of the fact that such person is or
     was a director, officer, employee or agent of the corporation, or is or was
     serving at the request of the corporation as a director, officer, employee
     or agent of another corporation, partnership, joint venture, trust or other
     enterprise against expenses (including

                                      II-2

<PAGE>




     attorneys' fees), judgments, fines and amounts paid in settlement actually
     and reasonably incurred by such person in connection with such action, suit
     or proceeding if such person acted in good faith in a manner such person
     reasonably believed to be in or not opposed to the best interests of the
     corporation, and, with respect to any criminal action or proceeding, had no
     reasonable cause to believe such conduct was unlawful. The termination of
     any action, suit or proceeding by judgment, order, settlement, conviction,
     or upon a plea of nolo contendere or its equivalent, shall not, of itself,
     create a presumption that the person did not act in good faith and in a
     manner which he or she reasonably believed to be in or not opposed to the
     best interests of the corporation, and, with respect to any criminal action
     or proceeding, had reasonable cause to believe that his or her conduct was
     unlawful.

          Section 2. The corporation shall have power to indemnify any person
     who was or is a party or is threatened to be made a party to any
     threatened, pending or completed action or suit by or in the right of the
     corporation to procure a judgment in its favor by reason of the fact that
     such person is or was a director, officer, employee or agent of the
     corporation, or is or was serving at the request of the corporation as a
     director, officer, employee or agent of another corporation, partnership,
     joint venture, trust or other enterprise against expenses (including
     attorneys' fees) actually and reasonably incurred by such person in
     connection with the defense or settlement of such action or suit if he or
     she acted in good faith and in a manner reasonably believed to be in or not
     opposed to the best interests of the corporation and except that no
     indemnification shall be made in respect of any claim, issue or matter as
     to which such person shall have been adjudged to be liable for negligence
     or misconduct in the performance of his or her duty to the corporation
     unless and only to the extent that the Court of Chancery or the court in
     which such action or suit was brought shall determine upon application
     that, despite the adjudication of liability but in view of all the
     circumstances of the case, such person is fairly and reasonably entitled to
     indemnity for such expenses which the Court of Chancery or such other court
     shall deem proper.

          Section 3. To the extent that a director, officer, employee or agent
     of the corporation has been successful on the merits or otherwise in
     defense of any action, suit or proceeding referred to in Section 1. and 2.,
     or in defense of any claim, issue or matter therein, such individual shall
     be indemnified against expenses (including attorneys' fees) actually and
     reasonably incurred by him or her in connection therewith.

          Section 4. Any indemnification under Sections 1. and 2. (unless
     ordered by a court) shall be made by the corporation only as authorized in
     the specific case upon a determination that indemnification of the
     director, officer, employee or agent is proper in the circumstances because
     he or she has met the applicable standard of conduct set forth in Sections
     1. and 2. Such determination shall be made (1) by the board of directors by
     a majority vote of a quorum consisting of directors who were not parties to
     such action, suit or proceeding, or (2) if such a quorum is not obtainable,
     or, even if obtainable a quorum of disinterested directors so directs, by
     independent legal counsel in a written opinion, or (3) by the stockholders.

          Section 5. Expenses incurred by an officer or director in defending a
     civil or criminal action, suit or proceeding may be paid by the corporation
     in advance of the final disposition of such action, suit or proceeding as
     authorized by the board of directors in the specific case upon receipt of
     an undertaking by or on behalf of such director or officer to repay such
     amount unless it shall ultimately be determined that such individual is
     entitled to be indemnified by the corporation as authorized in this
     Section. Such expenses incurred by other employees and agents may be so
     paid upon such terms and conditions, if any, as the board of directors
     deems appropriate.

          Section 6. The indemnification provided by this Article VII shall not
     be exclusive of any other rights to which those seeking indemnification may
     be entitled under any agreement, vote of stockholders or disinterested
     directors or otherwise, both as to action in such individual's official
     capacity and as to action in another capacity while holding such office,
     and shall continue as to a person who has ceased to be a director, officer,
     employee or agent and shall inure to the benefit of the heirs, executors
     and administrators of such a person.

                                      II-3

<PAGE>




          Section 7. The corporation shall have power to purchase and maintain
     insurance on behalf of any person who is or was a director, officer,
     employee or agent of the corporation, or is or was serving at the request
     of the corporation as a director, officer, employee or agent of another
     corporation, partnership, joint venture, trust or other enterprise against
     any liability asserted against such person and incurred by such in any such
     capacity, or arising out of his or her status as such, whether or not the
     corporation would have the power to indemnify against such liability under
     the provisions of this section.

ITEM 16.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- -------
<C>       <C>  <S>
 1.1      --   Form of Underwriting Agreement relating to Senior Notes.*
 1.2      --   Form of Underwriting Agreement relating to Junior
                 Subordinated Notes.*
 1.3      --   Form of Underwriting Agreement relating to Preferred
                 Securities.*
 4.1      --   Form of Senior Note Indenture relating to the Senior Notes.
 4.2      --   Form of Supplemental Indenture to Senior Note Indenture to
                 be used in connection with the issuance of Senior Notes.*
 4.3      --   Subordinated Note Indenture dated as of June 1, 1997 among
                 The Southern Company, Southern Company Capital Funding, Inc.
                 and Bankers Trust Company, as Trustee and indentures
                 supplemental thereto through that dated as of December 23, 1998
                 (Designated in Form 10-K for the year ended December 31, 1997,
                 File No. 1-3536, as Exhibit 4(a)(2), in Form 8-K dated June 18,
                 1998, File No. 1-3526, as Exhibit 4.2 and in Form 8-K dated
                 December 18, 1998, File No. 1-3526, as Exhibit 4.4).
 4.4      --   Form of Supplemental Indenture to Subordinated Note
                 Indenture to be used in connection with the issuance of
                 Junior Subordinated Notes (Designated in Registration No.
                 333-50659 as Exhibit 4.2).
 4.5-A    --   Certificate of Trust of Southern Company Capital Trust VI
                 (Designated in Registration No. 333-64871 as Exhibit
                 4.5-B).
 4.5-B    --   Certificate of Trust of Southern Company Capital Trust VII
                 (Designated in Registration No. 333-64871 as Exhibit
                 4.5-C).
 4.6-A    --   Trust Agreement of Southern Company Capital Trust VI
                 (Designated in Registration No. 333-64871 as Exhibit
                 4.6-B).
 4.6-B    --   Trust Agreement of Southern Company Capital Trust VII
                 (Designated in Registration No. 333-64871 as Exhibit
                 4.6-C).
 4.7-A    --   Form of Amended and Restated Trust Agreement of Southern
                 Company Capital Trust VI (Designated in Registration No.
                 333-64871 as Exhibit 4.7-B).
 4.7-B    --   Form of Amended and Restated Trust Agreement of Southern
                 Company Capital Trust VII (Designated in Registration No.
                 333-64871 as Exhibit 4.7-C).
 4.8-A           -- Form of Preferred Security of Southern Company Capital Trust
                 VI (included in Exhibit 4.7-A above).
 4.8-B           -- Form of Preferred Security of Southern Company Capital Trust
                 VII (included in Exhibit 4.7-B above).
 4.9      --   Form of Senior Note (included in Exhibit 4.2 above).
 4.10     --   Form of Junior Subordinated Note (included in Exhibit 4.4
                 above).
 4.11-A   --   Form of Guarantee relating to Southern Company Capital Trust
                 VI (Designated in Registration No. 333-64871 as Exhibit
                 4.11-B).
 4.11-B   --   Form of Guarantee relating to Southern Company Capital Trust
                 VII (Designated in Registration No. 333-64871 as Exhibit
                 4.11-C).
 4.12-A          -- Form of Agreement as to Expenses and Liabilities relating to
                 Southern Company Capital Trust VI (included in Exhibit 4.7-A
                 above).
 4.12-B          -- Form of Agreement as to Expenses and Liabilities relating to
                 Southern Company Capital Trust VII (included in Exhibit 4.7-B
                 above).
 5.1      --   Opinion of Troutman Sanders LLP.
 5.2-A    --   Opinion of Richards, Layton & Finger, P.A. relating to
                 Southern Company Capital Trust VI.
 5.2-B    --   Opinion of Richards, Layton & Finger, P.A. relating to
                 Southern Company Capital Trust VII.
12.1      --   Computation of ratio of earnings to fixed charges.
</TABLE>

                                      II-4

<PAGE>




<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- -------
<C>       <C>  <S>
12.2             -- Computation of ratio of earnings to fixed charges plus
                 preferred dividend requirements (pre-income tax basis).
23.1      --   Consent of Arthur Andersen LLP.
23.2      --   Consent of Troutman Sanders LLP (included in Exhibit 5.1
                 above).
23.3      --   Consent of Richards, Layton & Finger, P.A. (included in
                 Exhibits 5.2-A and 5.2-B above).
24.1      --   Powers of Attorney and Resolution.
25.1      --   Statement of Eligibility under Trust Indenture Act of 1939,
                 as amended, of The Bank of New York, as Senior Note
                 Indenture Trustee.
25.2      --   Statement of Eligibility under Trust Indenture Act of 1939,
                 as amended, of Bankers Trust Company, as Subordinated Note
                 Indenture Trustee.
25.3      --   Statement of Eligibility under Trust Indenture Act of 1939,
                 as amended, of Bankers Trust Company, as Property Trustee
                 and Guarantee Trustee, relating to Southern Company
                 Capital Trust VI.
25.4      --   Statement of Eligibility under Trust Indenture Act of 1939,
                 as amended, of Bankers Trust Company, as Property Trustee
                 and Guarantee Trustee, relating to Southern Company
                 Capital Trust VII.
</TABLE>

     Exhibits listed above which have heretofore been filed with the Commission
and which were designated as noted above are hereby incorporated herein by
reference and made a part hereof with the same effect as if filed herewith.
- ---------------

 * To be subsequently filed or incorporated by reference.

ITEM 17.  UNDERTAKINGS.

     (a) Undertaking related to Rule 415 offering:

          The undersigned registrants hereby undertake:

             (1) To file, during any period in which offers or sales are being
        made, a post-effective amendment to this registration statement:

                (i) To include any prospectus required by Section 10(a)(3) of
           the Securities Act of 1933;

                (ii) To reflect in the prospectus any facts or events arising
           after the effective date of the registration statement (or the most
           recent post-effective amendment thereof) which, individually or in
           the aggregate, represent a fundamental change in the information set
           forth in the registration statement; Notwithstanding the foregoing,
           any increase or decrease in volume of securities offered (if the
           total dollar value of securities offered would not exceed that which
           was registered) and any deviation from the low or high end of the
           estimated maximum offering range may be reflected in the form of
           prospectus filed with the Commission pursuant to Rule 424(b) if, in
           the aggregate, the changes in volume and price represent no more than
           20% change in the maximum aggregate offering price set forth in the
           "Calculation of Registration Fee" table in the effective registration
           statement.

                (iii) To include any material information with respect to the
           plan of distribution not previously disclosed in the registration
           statement or any material change to such information in the
           registration statement;

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
     apply if the registration statement is on Form S-3, S-8 or F-3 and the
     information required to be included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed by the registrants
     pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
     1934 that are incorporated by reference in the registration statement.

             (2) That, for the purpose of determining any liability under the
        Securities Act of 1933, each such post-effective amendment shall be
        deemed to be a new registration statement relating to the

                                      II-5

<PAGE>




        securities offered therein, and the offering of such securities at that
        time shall be deemed to be the initial bona fide offering thereof.

             (3) To remove from registration by means of a post-effective
        amendment any of the securities being registered which remain unsold at
        the termination of the offering.

     (b) Undertaking related to filings incorporating subsequent Securities
Exchange Act of 1934 documents by reference:

          The undersigned registrants hereby undertake that, for purposes of
     determining any liability under the Securities Act of 1933, each filing of
     the Company's annual report pursuant to Section 13(a) or Section 15(d) of
     the Securities Exchange Act of 1934 that is incorporated by reference in
     the registration statement shall be deemed to be a new registration
     statement relating to the securities offered therein, and the offering of
     such securities at that time shall be deemed to be the initial bona fide
     offering thereof.

     (c) Undertaking related to acceleration of effectiveness:

          Insofar as indemnification for liabilities arising under the
     Securities Act of 1933 may be permitted to directors, officers and
     controlling persons of the registrants pursuant to the foregoing provisions
     or otherwise, the registrants have been advised that in the opinion of the
     Securities and Exchange Commission such indemnification is against public
     policy as expressed in the Act and is, therefore, unenforceable. In the
     event that a claim for indemnification against such liabilities (other than
     the payment by the registrants of expenses incurred or paid by a director,
     officer or controlling person of the registrants in the successful defense
     of any action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     registrants will, unless in the opinion of their counsel the matter has
     been settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Act and will be governed by the final
     adjudication of such issue.

     (d) The undersigned registrants hereby undertake that:

          (1) For purposes of determining any liability under the Securities Act
     of 1933, the information omitted from the form of prospectus filed as part
     of this registration statement in reliance upon Rule 430A and contained in
     a form of prospectus filed by the registrants pursuant to Rule 424(b)(1) or
     (4) or 497(h) under the Act shall be deemed to be part of this registration
     statement as of the time it was declared effective.

          (2) For the purpose of determining any liability under the Securities
     Act of 1933, each post-effective amendment that contains a form of
     prospectus shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.

                                      II-6

<PAGE>




                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant,
The Southern Company, a Delaware corporation, certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-3
and has duly caused this amendment to the registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Atlanta, State of Georgia, on the 16th day of July, 2001.
                                          THE SOUTHERN COMPANY

                                          By:          H. ALLEN FRANKLIN
                                              Chairman, President and Chief
                                                    Executive Officer

                                          By:       /s/ WAYNE BOSTON
                                            ------------------------------------
                                                        Wayne Boston
                                                      Attorney-in-Fact

     Pursuant to the requirements of the Securities Act of 1933, this amendment
to the registration statement has been signed by the following directors and
officers of The Southern Company in the capacities and on the date indicated:

<TABLE>
<CAPTION>
                     SIGNATURE                                  TITLE                     DATE
                     ---------                                  -----                     ----
<C>                                                  <S>                           <C>

                 H. ALLEN FRANKLIN                   Chairman of the Board,
                                                       President, Chief Executive
                                                       Officer and Director
                                                       (Principal Executive
                                                       Officer)

                  GALE E. KLAPPA                     Executive Vice President,
                                                       Chief Financial Officer
                                                       and Treasurer (Principal
                                                       Financial and Accounting
                                                       Officer)
</TABLE>

<TABLE>
<C>                                                    <S>
                   DANIEL P. AMOS
                   DORRIT J. BERN
                  THOMAS F. CHAPMAN
                   BRUCE S. GORDON
                                                       Directors
                  L. G. HARDMAN III
                   ELMER B. HARRIS
                   DONALD M. JAMES
                    ZACK T. PATE
</TABLE>

<TABLE>
<C>                                                    <S>                           <C>
                  /s/ WAYNE BOSTON                                                       July 16, 2001
- -----------------------------------------------------
                    Wayne Boston
                  Attorney-in-Fact
</TABLE>

                                      II-7

<PAGE>




     Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Southern Company Capital Funding, Inc., a Delaware corporation, certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this amendment to the registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on the 16th day of July,
2001.

                                          SOUTHERN COMPANY CAPITAL FUNDING, INC.

                                          By:     /s/ ALLEN L. LEVERETT
                                            ------------------------------------
                                                     Allen L. Leverett
                                               President and Chief Executive
                                                           Officer

     Pursuant to the requirements of the Securities Act of 1933, this amendment
to the registration statement has been signed by the following directors and
officers of Southern Company Capital Funding, Inc. in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
                      SIGNATURE                                   TITLE                     DATE
                      ---------                                   -----                     ----
<C>                                                    <S>                           <C>

By: /s/ ALLEN L. LEVERETT                              President, Chief Executive         July 16, 2001
                                                         Officer and Director
- -----------------------------------------------------    (Principal
Allen L. Leverett                                        Executive Officer)

By: /s/ CHRISTOPHER J. KYSAR                           Vice President, Treasurer,         July 16, 2001
                                                         Chief Financial Officer
- -----------------------------------------------------    and Director (Principal
Christopher J. Kysar                                     Financial and Accounting
                                                         Officer)
</TABLE>

     Southern Company Capital Funding, Inc. and each person whose signature
appears below constitute and appoint H. Allen Franklin, Gale E. Klappa, Tommy
Chisholm and Wayne Boston and any agent for service named in this Registration
Statement and each of them, his, her or its true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him, her or
it and in his, her or its name, place and stead, in any and all capacities, to
sign and file any and all amendments (including post-effective amendments) to
this Registration Statement, to sign any related registration statement filed
pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same
with all exhibits thereto, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as
he, she or it might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

<TABLE>
<CAPTION>
                      SIGNATURE                                   TITLE                     DATE
                      ---------                                   -----                     ----
<C>                                                    <S>                           <C>
By: /s/ WILLIAM R. BECHSTEIN                           Director                           July 16, 2001
- -----------------------------------------------------
William R. Bechstein

By: /s/ DANIEL P. MCCOLLOM                             Director                           July 16, 2001
- -----------------------------------------------------
Daniel P. McCollom

By: /s/ JUDITH A. ROSENBERG                            Director                           July 16, 2001
- -----------------------------------------------------
Judith A. Rosenberg
</TABLE>

                                      II-8

<PAGE>




     Pursuant to the requirements of the Securities Act of 1933, Southern
Company Capital Trust VI certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused
this amendment to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Atlanta, State of
Georgia, on the 16th day of July, 2001.

                                          SOUTHERN COMPANY CAPITAL TRUST VI

                                          By: SOUTHERN COMPANY
                                            CAPITAL FUNDING, INC.,
                                            Depositor

                                          By:       /s/ WAYNE BOSTON
                                            ------------------------------------
                                                        Wayne Boston
                                                    Assistant Secretary

     Pursuant to the requirements of the Securities Act of 1933, Southern
Company Capital Trust VII certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused
this amendment to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Atlanta, State of
Georgia, on the 16th day of July, 2001.

                                          SOUTHERN COMPANY CAPITAL TRUST VII

                                          By: SOUTHERN COMPANY
                                            CAPITAL FUNDING, INC.,
                                            Depositor

                                          By:       /s/ WAYNE BOSTON
                                            ------------------------------------
                                                        Wayne Boston
                                                    Assistant Secretary

                                      II-9
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>2
<FILENAME>ex4_1.txt
<TEXT>

                                                                    Exhibit 4.1











                     SOUTHERN COMPANY CAPITAL FUNDING, INC.

                                       AND

                              THE SOUTHERN COMPANY

                                       TO

                              THE BANK OF NEW YORK,
                                    TRUSTEE.





                              SENIOR NOTE INDENTURE

                           DATED AS OF _______ 1, 200_













<PAGE>


                     SOUTHERN COMPANY CAPITAL FUNDING, INC.
                              THE SOUTHERN COMPANY
         RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939 AND
                SENIOR NOTE INDENTURE, DATED AS OF _____ 1, 200_

 TRUST INDENTURE
  ACT SECTION                                      INDENTURE SECTION

(S)    310(a)(1).............................................609
            (a)(2)...........................................609
            (a)(3)................................Not Applicable
            (a)(4)................................Not Applicable
            (b)..............................................608
               ..............................................610
(S)    311(a)................................................613
       311(b)(4)..........................................613(a)
           (b)(6).........................................613(b)
(S)    312(a)................................................701
              ............................................702(a)
           (c)............................................702(b)
(S)    313(a).............................................703(a)
       313(b).............................................703(b)
       313(c).............................................703(c)
             ................................................704
            (d)...........................................703(c)
(S)    314(a)..........................................704, 1005
           (b)....................................Not Applicable
           (c)(1)............................................102
           (c)(2)............................................102
           (c)(3).................................Not Applicable
           (d)....................................Not Applicable
           (e)...............................................102
(S)    315(a).............................................601(a)
           (b)...............................................602
           (c)............................................601(b)
           (d)............................................601(c)
           (d)(1)......................................601(a)(1)
           (d)(2)......................................601(c)(2)
           (d)(3)......................................601(c)(3)
           (e)...............................................514
(S)    316(a)................................................101
           (a)(1)(A).........................................502
                    .........................................512
           (a)(1)(B).........................................513
           (a)(2).................................Not Applicable
           (b)...............................................508
(S)    317(a)(1).............................................503
           (a)(2)............................................504
           (b)..............................................1003
(S)    318(a)................................................107



<PAGE>




                                TABLE OF CONTENTS

                                                                        PAGE

Parties...................................................................1
Recitals of the Company...................................................1



ARTICLE ONE...............................................................1
         SECTION 101. DEFINITIONS.........................................1
                  Act      ...............................................2
                  Affiliate...............................................2
                  Authenticating Agent....................................2
                  Board of Directors......................................2
                  Board Resolution........................................2
                  Business Day............................................2
                  Certificate of a Firm of Independent
                           Public Accountants.............................2
                  Commission..............................................3
                  Company  3
                  Company Request or Company Order........................3
                  Corporate Trust Office..................................3
                  Corporation.............................................3
                  Defaulted Interest......................................3
                  Depositary..............................................3
                  Event of Default........................................3
                  Global Security.........................................3
                  Guarantor...............................................3
                  Holder   ...............................................4
                  Indenture...............................................4
                  Interest Payment Date...................................4
                  Maturity 4
                  Notes Guarantee.........................................4
                  Officers' Certificate...................................4
                  Opinion of Counsel......................................4
                  Outstanding.............................................4
                  Paying Agent............................................5
                  Person   ...............................................5
                  Predecessor Security....................................5
                  Redemption Date.........................................5
                  Redemption Price........................................5
                  Regular Record Date.....................................5
                  Responsible Officer.....................................5
                  Security Register and Security Registrar................6
                  Senior Note.............................................6
                  Special Record Date.....................................6
                  Stated Maturity.........................................6
                  Trust Indenture Act.....................................6
                  Trustee  ...............................................6
                  Vice President..........................................6
         SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS................6
         SECTION 103. FORM OF DOCUMENTS DELIVERED TO
                  TRUSTEE.................................................7
         SECTION 104. ACTS OF HOLDERS.....................................8
         SECTION 105. NOTICES, ETC., TO TRUSTEE AND COMPANY...............9
         SECTION 106. NOTICE TO HOLDERS OF SENIOR NOTES;
                  WAIVER..................................................9
         SECTION 107. CONFLICT WITH TRUST INDENTURE ACT..................10
         SECTION 108. EFFECT OF HEADINGS AND TABLE OF
                  CONTENTS...............................................10
         SECTION 109. SUCCESSORS AND ASSIGNS.............................10
         SECTION 110. SEPARABILITY CLAUSE................................10
         SECTION 111. BENEFITS OF INDENTURE..............................10
         SECTION 112. GOVERNING LAW......................................10
         SECTION 113. LEGAL HOLIDAYS.....................................10


ARTICLE TWO..............................................................11
         SECTION 201. FORMS GENERALLY....................................11
         SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF
                  AUTHENTICATION.........................................11
         SECTION 203. SENIOR NOTES ISSUABLE IN THE FORM OF
                  A GLOBAL SECURITY......................................11


ARTICLE THREE............................................................13
         SECTION 301. AMOUNT UNLIMITED; ISSUABLE IN SERIES...............13
         SECTION 302. EXECUTION, AUTHENTICATION, DELIVERY
                  AND DATING.............................................15
         SECTION 303. REGISTRATION, REGISTRATION OF
                  TRANSFER AND EXCHANGE..................................17
         SECTION 304. MUTILATED, DESTROYED, LOST AND
                  STOLEN SENIOR NOTES....................................18
         SECTION 305. PAYMENT OF INTEREST; INTEREST RIGHTS
                  PRESERVED..............................................19
         SECTION 306. PERSONS DEEMED OWNERS..............................20
         SECTION 307. CANCELLATION.......................................20
         SECTION 308. COMPUTATION OF INTEREST............................20


ARTICLE FOUR.............................................................21
         SECTION 401. SATISFACTION AND DISCHARGE OF
                  INDENTURE..............................................21
         SECTION 402. APPLICATION OF TRUST MONEY.........................22


ARTICLE FIVE.............................................................22
         SECTION 501. EVENTS OF DEFAULT..................................22
         SECTION 502. ACCELERATION OF MATURITY; RESCISSION
                  AND ANNULMENT..........................................24
         SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS
                  FOR ENFORCEMENT BY TRUSTEE.............................25
         SECTION 504. TRUSTEE MAY FILE PROOFS OF CLAIM...................25
         SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT
                  POSSESSION OF SENIOR NOTES.............................26
         SECTION 506. APPLICATION OF MONEY COLLECTED.....................26
         SECTION 507. LIMITATION ON SUITS................................27
         SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO
                  RECEIVE PRINCIPAL, PREMIUM AND INTEREST................27
         SECTION 509. RESTORATION OF RIGHTS AND REMEDIES.................28
         SECTION 510. RIGHTS AND REMEDIES CUMULATIVE.....................28
         SECTION 511. DELAY OR OMISSION NOT WAIVER.......................28
         SECTION 512. CONTROL BY HOLDERS OF SENIOR NOTES.................28
         SECTION 513. WAIVER OF PAST DEFAULTS............................29
         SECTION 514. UNDERTAKING FOR COSTS..............................29
         SECTION 515. WAIVER OF STAY OR EXTENSION LAWS...................29


ARTICLE SIX..............................................................30
         SECTION 601. CERTAIN DUTIES AND RESPONSIBILITIES................30
         SECTION 602. NOTICE OF DEFAULTS.................................31
         SECTION 603. CERTAIN RIGHTS OF TRUSTEE..........................31
         SECTION 604. NOT RESPONSIBLE FOR RECITALS OR
                  ISSUANCE OF SENIOR NOTES...............................33
         SECTION 605. MAY HOLD SENIOR NOTES..............................33
         SECTION 606. MONEY HELD IN TRUST................................33
         SECTION 607. COMPENSATION AND REIMBURSEMENT.....................33
         SECTION 608. DISQUALIFICATION; CONFLICTING
                  INTERESTS..............................................34
         SECTION 609. CORPORATE TRUSTEE REQUIRED;
                  ELIGIBILITY............................................34
         SECTION 610. RESIGNATION AND REMOVAL; APPOINTMENT
                  OF SUCCESSOR...........................................34
         SECTION 611. ACCEPTANCE OF APPOINTMENT BY
                  SUCCESSOR..............................................36
         SECTION 612. MERGER, CONVERSION, CONSOLIDATION OR
                  SUCCESSION TO BUSINESS.................................37
         SECTION 613. PREFERENTIAL COLLECTION OF CLAIMS
                  AGAINST COMPANY........................................37
         SECTION 614. APPOINTMENT OF AUTHENTICATING AGENT................38


ARTICLE SEVEN............................................................39
         SECTION 701. COMPANY TO FURNISH TRUSTEE NAMES AND
                  ADDRESSES OF HOLDERS...................................39
         SECTION 702. PRESERVATION OF INFORMATION;
                  COMMUNICATIONS TO HOLDERS..............................40
         SECTION 703. REPORTS BY TRUSTEE.................................40
         SECTION 704. REPORTS BY COMPANY.................................40


ARTICLE EIGHT............................................................41
         SECTION 801. COMPANY AND GUARANTOR MAY
                  CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS...............41
         SECTION 802. SUCCESSOR CORPORATION SUBSTITUTED..................42


ARTICLE NINE.............................................................42
         SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT
                  CONSENT OF HOLDERS.....................................43
         SECTION 902. SUPPLEMENTAL INDENTURES WITH CONSENT
                  OF HOLDERS.............................................44
         SECTION 903. GENERAL PROVISIONS REGARDING
                  SUPPLEMENTAL INDENTURE.................................45
         SECTION 904. EXECUTION OF SUPPLEMENTAL INDENTURES...............45
         SECTION 905. EFFECT OF SUPPLEMENTAL INDENTURES..................45
         SECTION 906. CONFORMITY WITH TRUST INDENTURE ACT................45
         SECTION 907. REFERENCE IN SENIOR NOTES TO
                  SUPPLEMENTAL INDENTURES................................45


ARTICLE TEN..............................................................46
         SECTION 1001. PAYMENT OF PRINCIPAL AND INTEREST.................46
         SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY...................46
         SECTION 1003. MONEY FOR SENIOR NOTES PAYMENTS TO
                  BE HELD IN TRUST.......................................46
         SECTION 1004. CORPORATE EXISTENCE...............................48
         SECTION 1005. STATEMENT AS TO COMPLIANCE........................48
         SECTION 1006. WAIVER OF CERTAIN COVENANTS.......................48


ARTICLE ELEVEN...........................................................49
         SECTION 1101. APPLICABILITY OF ARTICLE..........................49
         SECTION 1102. ELECTION TO REDEEM; NOTICE TO
                  TRUSTEE................................................49
         SECTION 1103. SELECTION BY TRUSTEE OF SENIOR
                  NOTES TO BE REDEEMED...................................49
         SECTION 1104. NOTICE OF REDEMPTION..............................50
         SECTION 1105. DEPOSIT OF REDEMPTION PRICE.......................50
         SECTION 1106. SENIOR NOTES PAYABLE ON REDEMPTION
                  DATE...................................................51
         SECTION 1107. SENIOR NOTES REDEEMED IN PART.....................51


ARTICLE TWELVE...........................................................51
         SECTION 1201. APPLICABILITY OF ARTICLE..........................51
         SECTION 1202. SATISFACTION OF SINKING FUND
                  PAYMENTS WITH SENIOR NOTES.............................52
         SECTION 1203. REDEMPTION OF SENIOR NOTES FOR
                  SINKING FUND...........................................52


ARTICLE THIRTEEN.........................................................52
         SECTION 1301. GUARANTEE.........................................52
         SECTION 1302. WAIVER OF NOTICE AND DEMAND.......................53
         SECTION 1303. GUARANTOR OBLIGATIONS NOT AFFECTED................53
         SECTION 1304. FORM OF GUARANTEE.................................54
         SECTION 1305. EXECUTION OF GUARANTEE............................55
         SECTION 1306. SUBROGATION.......................................56
         SECTION 1307. INDEPENDENT OBLIGATIONS...........................56


ARTICLE FOURTEEN.........................................................56
         SECTION 1401. NO RECOURSE AGAINST OTHERS........................56
         SECTION 1402. ASSIGNMENT; BINDING EFFECT........................57



<PAGE>


                              SENIOR NOTE INDENTURE

         THIS SENIOR NOTE INDENTURE is made as of _____ 1, 200__, among SOUTHERN
COMPANY CAPITAL FUNDING, INC., a corporation duly organized and existing under
the laws of the State of Delaware (herein called the "Company"), having its
principal office at 270 Peachtree Street, N.W., Atlanta, Georgia 30303, THE
SOUTHERN COMPANY, a corporation duly organized and existing under the laws of
the State of Delaware (herein called the "Guarantor"), having its principal
office at 270 Peachtree Street, N.W., Atlanta, Georgia 30303, and THE BANK OF
NEW YORK, a New York banking corporation, having its principal corporate trust
office at 101 Barclay Street, 21 West, New York, New York 10286, as Trustee
(herein called the "Trustee").

                              W I T N E S S E T H:

         WHEREAS, the Company has duly authorized the execution and delivery of
this Senior Note Indenture to provide for the issuance from time to time of its
unsecured senior debentures, notes or other evidences of indebtedness (herein
called the "Senior Notes"), to be issued in one or more series as in this Senior
Note Indenture provided; and

         WHEREAS, the Guarantor has duly authorized the execution and delivery
of this Senior Note Indenture to provide for the guarantee of the Senior Notes
as herein provided; and

         WHEREAS, all things necessary to make this Senior Note Indenture a
valid agreement of each of the Company and the Guarantor, in accordance with its
terms, have been done.

         NOW, THEREFORE, for and in consideration of the premises and the
purchase of the Senior Notes by the Holders thereof, it is mutually covenanted
and agreed, for the equal and proportionate benefit of all Holders of the Senior
Notes or of series thereof, as follows:


                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

SECTION 101.      DEFINITIONS.

         For all purposes of this Senior Note Indenture, except as otherwise
expressly provided or unless the context otherwise requires:

                  (1) the terms defined in this Article have the meanings
         assigned to them in this Article and include the plural as well as the
         singular;

                  (2) all other terms used herein which are defined in the Trust
         Indenture Act, either directly or by reference therein, have the
         meanings assigned to them therein;

                  (3) all accounting terms not otherwise defined herein have the
         meanings assigned to them in accordance with generally accepted
         accounting principles in the United States of America, and, except as
         otherwise herein expressly provided, the term "generally accepted
         accounting principles" with respect to any computation required or
         permitted hereunder shall mean such accounting principles as are
         generally accepted in the United States of America at the date of such
         computation; and

                  (4) the words "herein", "hereof" and "hereunder" and other
         words of similar import refer to this Senior Note Indenture as a whole
         and not to any particular Article, Section or other subdivision.

         Certain terms, used principally in Article Six, are defined in that
Article.

         "Act" when used with respect to any Holder of a Senior Note, has the
meaning specified in Section 104.

         "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

         "Authenticating Agent" means any Person or Persons authorized by the
Trustee to authenticate one or more series of Senior Notes.

         "Board of Directors" means either the board of directors of the Company
or the Guarantor, as applicable, or any duly authorized committee of the
officers and/or directors of the Company or the Guarantor appointed by that
board.

         "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company or the Guarantor, as
applicable, to have been duly adopted by its Board of Directors and to be in
full force and effect on the date of such certification, and delivered to the
Trustee.

         "Business Day" means a day other than (i) a Saturday or a Sunday, (ii)
a day on which banks in New York, New York are authorized or obligated by law or
executive order to remain closed, or (iii) a day on which the Trustee's
Corporate Trust Office is closed for business.

         "Certificate of a Firm of Independent Public Accountants" means a
certificate signed by an independent public accountant or a firm of independent
public accountants who may be the independent public accountants regularly
retained by the Company or the Guarantor or who may be other independent public
accountants. Such accountant or firm shall be entitled to rely upon an Opinion
of Counsel as to the interpretation of any legal matters relating to such
certificate.

         "Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Securities Exchange Act of 1934, as
amended, or, if at any time after the execution of this instrument such
Commission is not existing and performing the duties now assigned to it under
the Trust Indenture Act, then the body performing such duties at such time.

         "Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor corporation shall have become
such pursuant to the applicable provisions of this Senior Note Indenture, and
thereafter "Company" shall mean such successor corporation.

         "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, its President or
a Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or
an Assistant Secretary, and delivered to the Trustee.

         "Corporate Trust Office" means the office of the Trustee in the Borough
of Manhattan, New York City, at which at any particular time its corporate trust
business shall be principally administered, which office at the date of
execution of this Senior Note Indenture is located at 101 Barclay Street, 21
West, New York, New York 10286.

         "Corporation" includes corporations, partnerships, limited liability
companies, associations, companies and business trusts.

         "Defaulted Interest" has the meaning specified in Section 305.

         "Depositary" means, unless otherwise specified by the Company pursuant
to either Section 203 or 301, with respect to Senior Notes of any series
issuable or issued as a Global Security, The Depository Trust Company, New York,
New York, or any successor thereto registered as a clearing agency under the
Securities Exchange Act of 1934, as amended, or other applicable statute or
regulation.

         "Event of Default" has the meaning specified in Section 501.

         "Global Security" means, with respect to any series of Senior Notes
issued hereunder, a Senior Note that is executed by the Company and
authenticated and delivered by the Trustee to the Depositary or pursuant to the
Depositary's instruction, all in accordance with Section 203 of this Indenture
and any indenture supplemental hereto.

         "Guarantor" means the Person named as the "Guarantor" in the first
paragraph of this instrument until a successor corporation shall have become
such pursuant to the applicable provisions of this Senior Note Indenture, and
thereafter "Guarantor" shall mean such successor corporation.

         "Holder", when used with respect to any Senior Note, means the Person
in whose name the Senior Note is registered in the Security Register.

         "Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of the particular series of Senior Notes established
as contemplated by Section 301.

         "Interest Payment Date", when used with respect to any series of Senior
Notes, means the dates established for the payment of interest thereon, as
provided in the supplemental indenture for such series.

         "Maturity", when used with respect to any Senior Note, means the date
on which the principal of such Senior Note or an installment of principal
becomes due and payable as therein or herein provided, whether at the Stated
Maturity or by declaration of acceleration, call for redemption or otherwise.

         "Notes Guarantee" means the agreement of the Guarantor set forth in
Section 1301 including the notation thereof set forth in Section 1304 and on
each Senior Note.

         "Officers' Certificate" means a certificate signed by the Chairman of
the Board, the President or a Vice President, and by the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary, of the Company, and
delivered to the Trustee.

         "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company or the Guarantor, and who shall be acceptable to the
Trustee.

         "Outstanding", when used with respect to Senior Notes, means, as of the
date of determination, all Senior Notes theretofore authenticated and delivered
under this Indenture, except:

                  (i) Senior Notes theretofore canceled by the Trustee or
         delivered to the Trustee for cancellation;

                  (ii) Senior Notes for whose payment or redemption money in the
         necessary amount has been theretofore deposited with the Trustee or any
         Paying Agent (other than the Company) in trust or set aside and
         segregated in trust by the Company (if the Company shall act as its own
         Paying Agent) for the Holders of such Senior Notes; provided that if
         such Senior Notes are to be redeemed, notice of such redemption has
         been duly given pursuant to this Indenture or provision therefor
         satisfactory to the Trustee has been made;

                  (iii) Senior Notes that have been paid or in exchange for or
         in lieu of which other Senior Notes have been authenticated and
         delivered pursuant to this Indenture, other than any such Senior Notes
         in respect of which there shall have been presented to the Trustee
         proof satisfactory to it that such Senior Notes are held by a bona fide
         purchaser in whose hands such Senior Notes are valid obligations of the
         Company; and

                  (iv) Senior Notes, or portions thereof, converted into or
         exchanged for another security if the terms of such Senior Notes
         provide for such conversion or exchange;

provided, however, that in determining, during any period in which any Senior
Notes of a series are owned by any Person other than the Company, the Guarantor
or any Affiliate thereof, whether the Holders of the requisite principal amount
of Outstanding Senior Notes of such series have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Senior Notes of
such series owned by the Company, the Guarantor or any Affiliate thereof shall
be disregarded and deemed not to be Outstanding. In determining whether the
Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Senior Notes that the
Trustee knows to be so owned by the Company, the Guarantor or an Affiliate of
the Company or the Guarantor in the above circumstances shall be so disregarded.
Senior Notes so owned that have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Senior Notes and that the pledgee
is not the Company, the Guarantor or any Affiliate of the Company or the
Guarantor.

         "Paying Agent" means any Person authorized by the Company to pay the
principal of (and premium, if any) or interest on any Senior Notes on behalf of
the Company.

         "Person" means any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

         "Predecessor Security" of any particular Senior Note means every
previous Senior Note evidencing all or a portion of the same debt as that
evidenced by such particular Senior Note; and, for the purposes of this
definition, any Senior Note authenticated and delivered under Section 304 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Senior Note
shall be deemed to evidence the same debt as the mutilated, destroyed, lost or
stolen Senior Note.

         "Redemption Date", when used with respect to any Senior Note to be
redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

         "Redemption Price", when used with respect to any Senior Note to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

         "Regular Record Date" for the interest payable on any Interest Payment
Date on the Senior Notes of any series means the date specified for that purpose
as contemplated by Section 301, whether or not a Business Day.

         "Responsible Officer," when used with respect to the Trustee, means any
vice president, the secretary, any assistant secretary, the treasurer, any
assistant treasurer, the cashier, any assistant cashier, any senior trust
officer, any trust officer or assistant trust officer, the controller or any
assistant controller or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers and
also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.

         "Security Register" and "Security Registrar" have the respective
meanings specified in Section 303.

         "Senior Note" has the meaning stated in the first recital of this
Indenture and more particularly means any Senior Notes authenticated and
delivered under this Indenture.

         "Special Record Date" for the payment of any Defaulted Interest on the
Senior Notes of any series means a date fixed by the Trustee pursuant to Section
305.

         "Stated Maturity", when used with respect to any Senior Note or any
installment of principal thereof or interest thereon, means the date specified
in such Senior Note as the fixed date on which the principal of such Senior Note
or such installment of principal or interest is due and payable.

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended, and any reference herein to the Trust Indenture Act or a particular
provision thereof shall mean such Trust Indenture Act or provision, as the case
may be, as amended or replaced from time to time.

         "Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
with respect to one or more series of Senior Notes pursuant to the applicable
provisions of this Indenture, and thereafter "Trustee" shall mean or include
each Person who is then a Trustee hereunder, and if at any time there is more
than one such Person, "Trustee" as used with respect to the Senior Notes of any
series shall mean the Trustee with respect to Senior Notes of that series.

         "Vice President", when used with respect to the Company, the Guarantor
or the Trustee, means any vice president, whether or not designated by a number
or a word or words added before or after the title "vice president."

SECTION 102.      COMPLIANCE CERTIFICATES AND OPINIONS.
                  ------------------------------------

         Upon any application or request by the Company or the Guarantor to the
Trustee to take any action under any provision of this Indenture, the Company or
the Guarantor, as the case may be, shall furnish to the Trustee an Officers'
Certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with and an Opinion
of Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include

                  (i) a statement that each individual signing such certificate
         or opinion has read such covenant or condition and the definitions
         herein relating thereto;

                  (ii) a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

                  (iii) a statement that, in the opinion of each such
         individual, he has made such examination or investigation as is
         necessary to enable him to express an informed opinion as to whether or
         not such covenant or condition has been complied with; and

                  (iv) a statement as to whether, in the opinion of each such
         individual, such condition or covenant has been complied with.

SECTION 103.      FORM OF DOCUMENTS DELIVERED TO TRUSTEE.
                  --------------------------------------

         In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be certified or covered by only one document, but one such
Person may certify or give an opinion with respect to some matters and one or
more other such Persons as to other matters, and any such Person may certify or
give an opinion as to such matters in one or several documents.

         Any certificate or opinion of an officer of the Company or the
Guarantor may be based, insofar as it relates to legal matters, upon a
certificate or opinion of, or representations by, counsel, unless such officer
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to the matters upon which his
certificate or opinion is based are erroneous. Any such certificate or Opinion
of Counsel may be based, insofar as it relates to factual matters, upon a
certificate or opinion of, or representations by, an officer or officers of the
Company or the Guarantor stating that the information with respect to such
factual matters is in the possession of the Company or the Guarantor, unless
such counsel knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to such matters are
erroneous. Any Opinion of Counsel may be rendered, insofar as it relates to
matters of New York law, in reliance on an opinion of New York counsel, which
may be an opinion contemporaneously delivered to a third party or parties and
shall expressly permit such reliance.

        Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

SECTION 104.      ACTS OF HOLDERS

         (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing. Except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the
Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent, shall be sufficient for any purpose of this
Indenture and (subject to Section 601) conclusive in favor of the Trustee, the
Company and the Guarantor, if made in the manner provided in this Section.

         (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority.

         (c) The principal amount and serial numbers of Senior Notes held by any
Person, and the date of holding the same, shall be proved by the Security
Register.

         (d) Any request, demand, authorization, direction, notice, consent,
election, waiver or other Act of the Holder of any Senior Note shall bind every
future Holder of the same Senior Note and the Holder of every Senior Note issued
upon the registration of transfer thereof or in exchange therefor or in lieu
thereof in respect of anything done, omitted or suffered to be done by the
Trustee, the Company or the Guarantor in reliance thereon, whether or not
notation of such action is made upon such Senior Note.

         (e) The fact and date of execution of any such instrument or writing
and the authority of the Person executing the same may also be proved in any
other manner which the Trustee deems sufficient; and the Trustee may in any
instance require further proof with respect to any of the matters referred to in
this Section.

         (f) If the Company shall solicit from the Holders of Senior Notes of
any series any Act, the Company may, at its option, by Board Resolution, fix in
advance a record date for the determination of Holders of Senior Notes entitled
to take such Act, but the Company shall have no obligation to do so. Any such
record date shall be fixed at the Company's discretion. If such a record date is
fixed, such Act may be sought or given before or after the record date, but only
the Holders of record at the close of business on such record date shall be
deemed to be Holders of Senior Notes for the purpose of determining whether
Holders of the requisite proportion of Senior Notes of such series Outstanding
have authorized or agreed or consented to such Act, and for that purpose the
Senior Notes of such series Outstanding shall be computed as of such record
date.

SECTION 105.      NOTICES, ETC., TO TRUSTEE, GUARANTOR AND COMPANY

         Any request, demand, authorization, direction, notice, consent,
election, waiver or Act of Holders or other document provided or permitted by
this Indenture to be made upon, given or furnished to, or filed with,

                  (1) the Trustee by any Holder of a Senior Note or by the
         Company shall be sufficient for every purpose hereunder if made, given,
         furnished or filed in writing to or with the Trustee at its Corporate
         Trust Office, Attention: Corporate Trust Administration, or

                  (2) the Company or the Guarantor by the Trustee or by any
         Holder shall be sufficient for every purpose hereunder (unless
         otherwise herein expressly provided) if in writing and mailed,
         first-class postage prepaid, to the Company or the Guarantor addressed
         to the attention of its Secretary, 270 Peachtree Street, N.W., Atlanta,
         Georgia 30303, with a copy to Southern Company Services, Inc., 270
         Peachtree Street, N.W., Atlanta, Georgia 30303, Attention: Corporate
         Finance Department, or at any other address previously furnished in
         writing to the Trustee by the Company or the Guarantor.

SECTION 106.      NOTICE TO HOLDERS OF SENIOR NOTES; WAIVER.
                  -----------------------------------------

         Except as otherwise expressly provided herein, where this Indenture
provides for notice to Holders of Senior Notes of any event, such notice shall
be sufficiently given if in writing and mailed, first-class postage prepaid, to
each Holder affected by such event, at his address as it appears in the Security
Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such Notice.

         In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder. In any case
where notice to Holders is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Holder shall
affect the sufficiency of such notice with respect to other Holders.

         Where this Indenture provides for notice in any manner, such notice may
be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders of Senior Notes shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

SECTION 107.      CONFLICT WITH TRUST INDENTURE ACT.
                  ---------------------------------

         If any provision hereof limits, qualifies or conflicts with a provision
of the Trust Indenture Act that is required to be a part of and govern this
Indenture, such required provision shall control.

SECTION 108.      EFFECT OF HEADINGS AND TABLE OF CONTENTS.
                  ----------------------------------------

         The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.

SECTION 109.      SUCCESSORS AND ASSIGNS.
                  ----------------------

         All covenants and agreements in this Indenture by the Company and the
Guarantor shall bind their respective successors and assigns, whether so
expressed or not.

SECTION 110.      SEPARABILITY CLAUSE.
                  -------------------

         In case any provision in this Indenture or the Senior Notes shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 111.      BENEFITS OF INDENTURE.
                  ---------------------

         Nothing in this Indenture or the Senior Notes, express or implied,
shall give to any Person, other than the parties hereto, their successors
hereunder and the Holders of Senior Notes any benefit or any legal or equitable
right, remedy or claim under this Indenture.

SECTION 112.      GOVERNING LAW.
                  -------------

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

SECTION 113.      LEGAL HOLIDAYS.
                  --------------

         In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Senior Note shall not be a Business Day, then (notwithstanding
any other provision of this Indenture or of the Senior Notes) payment of
interest or principal (and premium, if any) need not be made on such date, but
may be made on the next succeeding Business Day, except that, if such Business
Day is in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same force and effect
as if made on the Interest Payment Date or Redemption Date, or at the Stated
Maturity, provided that no interest shall accrue on the amount so payable for
the period from and after such Interest Payment Date, Redemption Date or Stated
Maturity, as the case may be.


                                   ARTICLE TWO

                              FORMS OF SENIOR NOTES

SECTION 201.      FORMS GENERALLY.
                  ---------------

         The Senior Notes of each series shall be in substantially the form
appended to the supplemental indenture authorizing such series, in each case
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture, and may have such letters,
numbers or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with the rules of any securities exchange
or as may, consistently herewith, be determined by the officers executing such
Senior Notes, as evidenced by their execution of the Senior Notes.

         The Senior Notes of each series shall be issuable in registered form
without coupons.

         The definitive Senior Notes may be printed, typewritten, lithographed
or engraved on steel engraved borders or may be produced in any other manner,
all as determined by the officers executing such Senior Notes, as evidenced by
their execution of such Senior Notes.

SECTION 202.      FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.
                  -----------------------------------------------

         The form of the Trustee's Certificate of Authentication for a series of
Senior Notes shall be in substantially the form appended to the Supplemental
Indenture authorizing such series.

SECTION 203.      SENIOR NOTES ISSUABLE IN THE FORM OF A GLOBAL SECURITY.
                  ------------------------------------------------------

         (a) If the Company shall establish pursuant to Section 301 that the
Senior Notes of a particular series are to be issued in whole or in part in the
form of one or more Global Securities, then the Company shall execute and the
Trustee shall, in accordance with Section 302 and the Company Order delivered to
the Trustee thereunder, authenticate and make available for delivery such Global
Security or Securities, which (i) shall represent, and shall be denominated in
an amount equal to the aggregate principal amount of the Outstanding Senior
Notes of such series to be represented by such Global Security or Securities,
(ii) may provide that the aggregate amount of Outstanding Senior Notes
represented thereby may from time to time be increased or reduced to reflect
exchanges, (iii) shall be registered in the name of the Depositary for such
Global Security or Securities or its nominee, (iv) shall be delivered by the
Trustee to the Depositary or pursuant to the Depositary's instruction and (v)
shall bear a legend in accordance with the requirements of the Depositary.

         (b) Notwithstanding any other provision of this Section 203 or of
Section 303, subject to the provisions of paragraph (c) below, unless the terms
of a Global Security expressly permit such Global Security to be exchanged in
whole or in part for individual Senior Notes, a Global Security may be
transferred, in whole but not in part and in the manner provided in Section 303,
only to a nominee of the Depositary for such Global Security, or to the
Depositary, or to a successor Depositary for such Global Security selected or
approved by the Company, or to a nominee of such successor Depositary.

         (c) (1) If at any time the Depositary for a Global Security notifies
         the Company that it is unwilling or unable to continue as Depositary
         for such Global Security or if at any time the Depositary for the
         Senior Notes for such series shall no longer be eligible or in good
         standing under the Securities Exchange Act of 1934, as amended, or
         other applicable statute or regulation, the Company shall appoint a
         successor Depositary with respect to such Global Security. If a
         successor Depositary for such Global Security is not appointed by the
         Company within 90 days after the Company receives such notice or
         becomes aware of such ineligibility, the Company will execute, and the
         Trustee, upon receipt of a Company Order for the authentication and
         delivery of individual Senior Notes of such series in exchange for such
         Global Security, will authenticate and make available for delivery
         individual Senior Notes of such series of like tenor and terms in
         definitive form with the Notes Guarantee endorsed thereon in an
         aggregate principal amount equal to the principal amount of the Global
         Security in exchange for such Global Security.

                  (2) The Company may at any time and in its sole discretion
         determine that the Senior Notes of any series issued or issuable in the
         form of one or more Global Securities shall no longer be represented by
         such Global Security or Securities. In such event the Company will
         execute, and the Trustee, upon receipt of a Company Request for the
         authentication and delivery of individual Senior Notes of such series
         in exchange in whole or in part for such Global Security, will
         authenticate and make available for delivery individual Senior Notes of
         such series of like tenor and terms in definitive form with the Notes
         Guarantee endorsed thereon in an aggregate principal amount equal to
         the principal amount of such Global Security or Securities representing
         such series in exchange for such Global Security or Securities.

                  (3) If specified by the Company pursuant to Section 301 with
         respect to Senior Notes issued or issuable in the form of a Global
         Security, the Depositary for such Global Security may surrender such
         Global Security in exchange in whole or in part for individual Senior
         Notes of such series of like tenor and terms in definitive form on such
         terms as are acceptable to the Company and such Depositary. Thereupon
         the Company shall execute, and the Trustee shall authenticate and make
         available for delivery, without service charge, (A) to each Person
         specified by such Depositary a new Senior Note or Notes of the same
         series of like tenor and terms with the Notes Guarantee endorsed
         thereon and of any authorized denomination as requested by such Person
         in aggregate principal amount equal to and in exchange for such
         Person's beneficial interest in the Global Security; and (B) to such
         Depositary a new Global Security of like tenor and terms with the Notes
         Guarantee endorsed thereon and in an authorized denomination equal to
         the difference, if any, between the principal amount of the surrendered
         Global Security and the aggregate principal amount of Senior Notes
         delivered to Holders thereof.

                  (4) In any exchange provided for in any of the preceding three
         paragraphs, the Company will execute and the Trustee will authenticate
         and deliver individual Senior Notes in definitive form with the Notes
         Guarantee endorsed thereon in authorized denominations. Upon the
         exchange of the entire principal amount of a Global Security for
         individual Senior Notes, such Global Security shall be cancelled by the
         Trustee. Except as provided in the preceding paragraph, Senior Notes
         issued in exchange for a Global Security pursuant to this Section shall
         be registered in such names and in such authorized denominations as the
         Depositary for such Global Security, pursuant to instructions from its
         direct or indirect participants or otherwise, shall instruct the
         Trustee. Provided that the Company and the Trustee have so agreed, the
         Trustee shall make available for delivery such Senior Notes to the
         Persons in whose names the Senior Notes are registered.

                  (5) Any endorsement of a Global Security to reflect the
         amount, or any increase or decrease in the amount, or changes in the
         rights of Holders, of Outstanding Senior Notes represented thereby
         shall be made in such manner and by such Person or Persons as shall be
         specified therein or in the Company Order to be delivered pursuant to
         Section 302 with respect thereto. Subject to the provisions of Section
         302, the Trustee shall make available for delivery and make available
         for redelivery any such Global Security in the manner and upon
         instructions given by the Person or Persons specified therein or in the
         applicable Company Order. If a Company Order pursuant to Section 302
         has been, or simultaneously is, delivered, any instructions by the
         Company with respect to such Global Security shall be in writing but
         need not be accompanied by or contained in an Officers' Certificate and
         need not be accompanied by an Opinion of Counsel.


                                  ARTICLE THREE

                                THE SENIOR NOTES

SECTION 301.      AMOUNT UNLIMITED; ISSUABLE IN SERIES.
                  ------------------------------------

         The aggregate principal amount of Senior Notes which may be
authenticated and delivered under this Indenture is unlimited.

         The Senior Notes may be issued in one or more series. There may be
established, pursuant to one or more indentures supplemental hereto, prior to
the issuance of Senior Notes of any series,

                  (1) the title of the Senior Notes of the series (which shall
         distinguish the Senior Notes of the series from Senior Notes of all
         other series);

                  (2) any limit upon the aggregate principal amount of the
         Senior Notes of the series which may be authenticated and delivered
         under this Indenture (except for Senior Notes authenticated and
         delivered upon registration of transfer of, or in exchange for, or in
         lieu of, other Senior Notes of the series pursuant to Sections 203,
         303, 304, 907 or 1107);

                  (3) the Person to whom interest on a Senior Note of the series
         shall be payable if other than the Person in whose name that Senior
         Note (or one or more Predecessor Securities) is registered at the close
         of business on the Regular Record Date for such interest;

                  (4) the date or dates on which the principal of the Senior
         Notes of the series is payable;

                  (5) the rate or rates at which the Senior Notes of the series
         shall bear interest, if any, or any method by which such rate or rates
         shall be determined, the date or dates from which such interest shall
         accrue, the Interest Payment Dates on which such interest shall be
         payable, the Regular Record Date for the interest payable on Senior
         Notes on any Interest Payment Date and the basis upon which interest
         shall be calculated if other than that of a 360-day year consisting of
         twelve 30-day months;

                  (6) the place or places where the principal of (and premium,
         if any) and interest, if any, on Senior Notes of the series shall be
         payable;

                  (7) the period or periods within which, the price or prices at
         which and the terms and conditions upon which Senior Notes of the
         series may be redeemed, in whole or in part, at the option of the
         Company;

                  (8) the obligation, if any, of the Company to redeem or
         purchase Senior Notes of the series pursuant to any sinking fund or
         analogous provision or at the option of a Holder thereof and the period
         or periods within which, the price or prices at which, and the terms
         and conditions upon which, Senior Notes of the series shall be redeemed
         or purchased, in whole or in part, pursuant to such obligation;

                  (9) the denominations in which Senior Notes of the series
         shall be issuable;

                  (10) if the amount of payments of principal of (and premium,
         if any) or interest on the Senior Notes of the series may be determined
         with reference to an index or formula, the manner in which such amounts
         shall be determined;

                  (11) if other than the principal amount thereof, the portion
         of the principal amount of Senior Notes of the series which shall be
         payable upon declaration of acceleration of the Maturity thereof
         pursuant to Section 502;

                  (12) any deletions from, modifications of or additions to the
         Events of Default or covenants of the Company as provided herein
         pertaining to the Senior Notes of the series, and any change in the
         rights of the Trustee or Holders of such series pursuant to Section 901
         or 902;

                  (13) any additions to the definitions currently set forth in
         this Indenture with respect to such series;

                  (14) whether the Senior Notes of the series shall be issued in
         whole or in part in the form of a Global Security or Securities; the
         terms and conditions, if any, upon which such Global Security or
         Securities may be exchanged in whole or in part for certificated Senior
         Notes of such series and of like tenor of any authorized denomination
         and the circumstances under which such exchange may occur, if other
         than in the manner provided for in Section 203; the Depositary for such
         Global Security or Securities; and the form of any legend or legends to
         be borne by any such Global Security in addition to or in lieu of the
         legend referred to in Section 203;

                  (15) any restriction or condition on the transferability of
         such Senior Notes;

                  (16) the terms of any right to convert or exchange such Senior
         Notes into or for other securities or property of the Company or the
         Guarantor;

                  (17) CUSIP Numbers; and

                  (18)     any other terms of the series.

         All Senior Notes of any one series shall be substantially identical
except as to the date or dates from which interest, if any, shall accrue and
denomination and except as may otherwise be provided in the terms of such Senior
Notes determined or established as provided above. All Senior Notes of any one
series need not be issued at the same time and, unless otherwise provided, a
series may be reopened for issuances of additional Senior Notes of such series.

SECTION 302.      EXECUTION, AUTHENTICATION, DELIVERY AND DATING.
                  -----------------------------------------------

         The Senior Notes shall be executed on behalf of the Company by its
Chairman of the Board, its President or one of its Vice Presidents, under its
corporate seal reproduced thereon attested by its Secretary or one of its
Assistant Secretaries. The signature of any of these officers on the Senior
Notes may be manual or facsimile.

         Senior Notes bearing the manual or facsimile signatures of individuals
who were at the time relevant to the authorization thereof the proper officers
of the Company shall bind the Company, notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the authentication and
delivery of such Senior Notes or did not hold such offices at the date of such
Senior Notes.

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Senior Notes of any series, with the
Notes Guarantee endorsed thereon, executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Senior Notes, and the Trustee, in accordance with the Company
Order, shall authenticate and make available for delivery such Senior Notes. If
all of the Senior Notes of any series are not to be issued at one time and if
the supplemental indenture establishing such series shall so permit, such
Company Order may set forth procedures acceptable to the Trustee for the
issuance of such Senior Notes and determining the terms of particular Senior
Notes of such series, such as interest rate, maturity date, date of issuance and
date from which interest shall accrue. In authenticating Senior Notes hereunder,
and accepting the additional responsibilities under this Indenture in relation
to such Senior Notes, the Trustee shall be entitled to receive, and (subject to
Section 601) shall be fully protected in relying upon:

                  (1) an Opinion of Counsel, to the effect that:

                           (a) the form and terms of such Senior Notes or the
                  manner of determining such terms have been established in
                  conformity with the provisions of this Indenture; and

                           (b) such Senior Notes, when authenticated and
                  delivered by the Trustee and issued by the Company in the
                  manner and subject to any conditions specified in such Opinion
                  of Counsel, and the Notes Guarantee endorsed thereon, will
                  constitute valid and legally binding obligations of the
                  Company or the Guarantor, as applicable, enforceable in
                  accordance with their terms, subject, as to enforcement, to
                  bankruptcy, insolvency, reorganization and other laws of
                  general applicability relating to or affecting the enforcement
                  of creditors' rights and to general equity principles; and

                  (2) an Officers' Certificate stating, to the best knowledge of
         each signer of such certificate, that no event which is, or after
         notice or lapse of time would become, an Event of Default with respect
         to any of the Senior Notes shall have occurred and be continuing.

The Trustee shall not be required to authenticate such Senior Notes if the issue
of such Senior Notes pursuant to this Indenture will affect the Trustee's own
rights, duties or immunities under the Senior Notes and this Indenture or
otherwise in a manner which is not reasonably acceptable to the Trustee.

         If all the Senior Notes of any series are not to be issued at one time,
it shall not be necessary to deliver an Opinion of Counsel and Officers'
Certificate at the time of issuance of each such Senior Note, but such opinion
and certificate shall be delivered at or before the time of issuance of the
first Senior Note of such series to be issued.

         Each Senior Note shall be dated the date of its authentication.

         No Senior Note shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such Senior Note
a certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Senior Note shall be conclusive evidence, and the only evidence, that such
Senior Note has been duly authenticated and delivered hereunder and is entitled
to the benefits of this Indenture.

SECTION 303.      REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.
                  ---------------------------------------------------

         The Company shall cause to be kept at the office of the Security
Registrar designated pursuant to this Section 303 or Section 1002 a register
(referred to as the "Security Register") in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of Senior Notes and of transfers of Senior Notes. The Trustee is hereby
initially appointed as Security Registrar for the purpose of registering Senior
Notes and transfers of Senior Notes as herein provided.

         Subject to Section 203, upon surrender for registration of transfer of
any Senior Note of any series at the office or agency maintained for such
purpose for such series, the Company shall execute, and the Trustee shall
authenticate and make available for delivery, in the name of the designated
transferee or transferees, one or more new Senior Notes of the same series,
Stated Maturity and original issue date, of any authorized denominations and of
like tenor and aggregate principal amount with the Notes Guarantee endorsed
thereon.

         Subject to Section 203, Senior Notes of any series may be exchanged, at
the option of the Holder, for Senior Notes of the same series, Stated Maturity
and original issue date, of any authorized denominations and of like tenor and
aggregate principal amount with the Notes Guarantee endorsed thereon, upon
surrender of the Senior Notes to be exchanged at any such office or agency.

         Whenever any Senior Notes are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and make available for
delivery, the Senior Notes that the Holder making the exchange is entitled to
receive.

         All Senior Notes issued upon any registration of transfer or exchange
of Senior Notes shall be the valid obligations of the Company, evidencing the
same debt, and entitled to the same benefits under this Indenture, as the Senior
Notes surrendered upon such registration of transfer or exchange.

         Every Senior Note presented or surrendered for registration of transfer
or for exchange shall (if so required by the Company or the Trustee) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed, by the
Holder thereof or his attorney duly authorized in writing.

         No service charge shall be made for any registration of transfer or
exchange of Senior Notes, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Senior Notes, other
than exchanges pursuant to Section 304, 907 or 1107 not involving any transfer.

         The Company shall not be required (i) to issue, to register the
transfer of or to exchange Senior Notes of any series during a period of 15 days
immediately preceding the date notice is given identifying the serial numbers of
the Senior Notes of that series called for redemption, or (ii) to issue, to
register the transfer of or to exchange any Senior Notes so selected for
redemption in whole or in part, except the unredeemed portion of any Senior Note
being redeemed in part.

         None of the Company, the Guarantor, the Trustee, any Paying Agent or
the Security Registrar will have any responsibility or liability for any aspect
of the records relating to or payments made on account of beneficial ownership
interests of a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

SECTION 304.      MUTILATED, DESTROYED, LOST AND STOLEN SENIOR NOTES.
                  --------------------------------------------------

         If any mutilated Senior Note is surrendered to the Trustee, the Company
shall execute and the Trustee shall authenticate and make available for delivery
in exchange therefor a new Senior Note of the same series, Stated Maturity and
original issue date, and of like tenor and principal amount and bearing a number
not contemporaneously outstanding with the Notes Guarantee endorsed thereon.

         If there shall be delivered to the Company and the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Senior Note and
(ii) such security or indemnity as may be required by them to save each of them
and any agent of either of them and the Guarantor harmless, then, in the absence
of notice to the Company, the Guarantor or the Trustee that such Senior Note has
been acquired by a bona fide purchaser, the Company shall execute and upon its
request the Trustee shall authenticate and make available for delivery, in lieu
of any such destroyed, lost or stolen Senior Note, a new Senior Note of the same
series, Stated Maturity and original issue date, and of like tenor and principal
amount and bearing a number not contemporaneously outstanding with the Notes
Guarantee endorsed thereon.

         In case any such mutilated, destroyed, lost or stolen Senior Note has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Senior Note, pay such Senior Note.

         Upon the issuance of any new Senior Note under this Section, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee and/or its agents and
counsel) connected therewith.

         Every new Senior Note of any series issued pursuant to this Section in
lieu of any destroyed, lost or stolen Senior Note shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Senior Note shall be at any time enforceable by anyone, and any
such new Senior Note shall be entitled to all the benefits of this Indenture
equally and proportionately with any and all other Senior Notes of that series
duly issued hereunder.

         The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Senior Notes.

SECTION 305.      PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.
                  ----------------------------------------------

         Unless otherwise provided as contemplated by Section 301 with respect
to any series of Senior Notes, interest on any Senior Note that is payable, and
is punctually paid or duly provided for, on any Interest Payment Date shall be
paid to the Person in whose name that Senior Note (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

         Any interest on any Senior Note of any series that is payable, but is
not punctually paid or duly provided for on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in Clause (1) or (2) below:

                  (1) The Company may elect to make payment of any Defaulted
         Interest to the Persons in whose names the Senior Notes of such series
         (or their respective Predecessor Securities) are registered at the
         close of business on a Special Record Date for the payment of such
         Defaulted Interest, which shall be fixed in the following manner. The
         Company shall notify the Trustee in writing of the amount of Defaulted
         Interest proposed to be paid on each Senior Note of such series and the
         date of the proposed payment, and at the same time the Company shall
         deposit with the Trustee an amount of money equal to the aggregate
         amount proposed to be paid in respect of such Defaulted Interest or
         shall make arrangements satisfactory to the Trustee for such deposit
         prior to the date of the proposed payment, such money when deposited to
         be held in trust for the benefit of the Persons entitled to such
         Defaulted Interest as in this Clause provided. Thereupon the Trustee
         shall fix a Special Record Date for the payment of such Defaulted
         Interest which shall be not more than 15 days and not less than 10 days
         prior to the date of the proposed payment and not less than 10 days
         after the receipt by the Trustee of the notice of the proposed payment.
         The Trustee shall promptly notify the Company of such Special Record
         Date and, in the name and at the expense of the Company, shall cause
         notice of the proposed payment of such Defaulted Interest and the
         Special Record Date therefor to be mailed, first-class postage prepaid,
         to each Holder of Senior Notes of such series at the address of such
         Holder as it appears in the Security Register, not less than 10 days
         prior to such Special Record Date. Notice of the proposed payment of
         such Defaulted Interest and the Special Record Date therefor having
         been so mailed, such Defaulted Interest shall be paid to the Persons in
         whose names the Senior Notes of such series (or their respective
         Predecessor Securities) are registered at the close of business on such
         Special Record Date and shall no longer be payable pursuant to the
         following Clause (2).

                  (2) The Company may make payment of any Defaulted Interest on
         the Senior Notes of any series in any other lawful manner not
         inconsistent with the requirements of any securities exchange on which
         such Senior Notes may be listed, and upon such notice as may be
         required by such exchange, if, after notice given by the Company to the
         Trustee of the proposed payment pursuant to this Clause, such manner of
         payment shall be deemed practicable by the Trustee.

         Subject to the foregoing provisions of this Section, each Senior Note
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Senior Note shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Senior Note.

SECTION 306.      PERSONS DEEMED OWNERS.
                  ---------------------

         Prior to due presentment of a Senior Note for registration of transfer,
the Company, the Guarantor, the Trustee and any agent of the Company, the
Guarantor or the Trustee may treat the Person in whose name such Senior Note is
registered as the absolute owner of such Senior Note for the purpose of
receiving payment of principal of (and premium, if any) and (subject to Section
305) interest on such Senior Note and for all other purposes whatsoever, whether
or not such Senior Note be overdue, and neither the Company, the Guarantor, the
Trustee nor any agent of the Company, the Guarantor or the Trustee shall be
affected by notice to the contrary.

SECTION 307.      CANCELLATION.
                  ------------

         All Senior Notes surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by the Trustee. The Company may at any time
deliver to the Trustee for cancellation any Senior Notes previously
authenticated and delivered hereunder which the Company may have acquired in any
manner whatsoever, and all Senior Notes so delivered shall be canceled by the
Trustee. No Senior Notes shall be authenticated in lieu of or in exchange for
any Senior Notes canceled as provided in this Section, except as expressly
permitted by this Indenture. All cancelled Senior Notes held by the Trustee
shall be disposed of in accordance with a Company Order (and the Trustee shall
promptly deliver a certificate of disposition to the Company) or, in the absence
of such a Company Order, shall be returned to the Company.

SECTION 308.      COMPUTATION OF INTEREST.
                  -----------------------

         Except as otherwise specified as contemplated by Section 301 for Senior
Notes of any series, interest on the Senior Notes of each series shall be
computed on the basis of a 360-day year consisting of twelve 30-day months.

SECTION 309.      CUSIP NUMBERS.
                  -------------

         The Company in issuing the Senior Notes may use "CUSIP" numbers, and,
if so, the Trustee shall use "CUSIP" numbers in notices of redemption as a
convenience to Holders; provided that any such notice may state that no
representation is made as to the correctness of such numbers either as printed
on the Senior Notes or as contained in any notice of redemption and that
reliance may be placed only on the other identification numbers printed on the
Senior Notes, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Company will promptly notify the Trustee of any
change in the "CUSIP" numbers.


                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 401.      SATISFACTION AND DISCHARGE OF INDENTURE.
                  ---------------------------------------

         This Indenture shall, upon Company Request, cease to be of further
effect (except as to any surviving rights of registration of transfer or
exchange of Senior Notes herein expressly provided for) and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

                  (1) either

                           (A) all Senior Notes theretofore authenticated and
                  delivered (other than (i) Senior Notes that have been
                  destroyed, lost or stolen and that have been replaced as
                  provided for in Section 304 and (ii) Senior Notes for whose
                  payment money has theretofore been deposited in trust or
                  segregated and held in trust by the Company and thereafter
                  repaid to the Company or discharged from such trust, as
                  provided in Section 1003) have been delivered to the Trustee
                  for cancellation; or

                           (B) all such Senior Notes not theretofore delivered
                  to the Trustee for cancellation have become due and payable,
                  or have been called for redemption,

         and the Company, in the case of (B) above, has deposited or caused to
         be deposited with the Trustee as funds in trust for the purpose
         described above an amount sufficient to pay and discharge the entire
         indebtedness on such Senior Notes not theretofore delivered to the
         Trustee for cancellation, for principal (and premium, if any) and
         interest to the date of the Stated Maturity or Redemption Date, as the
         case may be, or if later, the date of payment;

                  (2) the Company has paid or caused to be paid all other sums
         payable hereunder by the Company; and

                  (3) the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent herein provided for relating to the satisfaction and
         discharge of this Indenture have been complied with.

         In the event there are Senior Notes of two or more series hereunder,
the Trustee shall be required to execute an instrument acknowledging
satisfaction and discharge of this Indenture only if requested to do so with
respect to Senior Notes of all series as to which it is Trustee and if the other
conditions thereto are met. In the event there are two or more Trustees
hereunder, then the effectiveness of any such instrument shall be conditioned
upon receipt of such instruments from all Trustees hereunder.

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607, the obligations of
the Trustee to any Authenticating Agent under Section 614 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive such satisfaction and discharge.

SECTION 402.      APPLICATION OF TRUST MONEY.
                  --------------------------

         Subject to the provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 shall be held in trust
and applied by it, in accordance with the provisions of the Senior Notes, and
this Indenture, to the payment, either directly or through any Paying Agent
(including the Company or an Affiliate acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal (and
premium, if any) and interest for whose payment such money has been deposited
with the Trustee.


                                  ARTICLE FIVE

                                    REMEDIES

SECTION 501.      EVENTS OF DEFAULT.
                  -----------------

         "Event of Default", wherever used herein with respect to Senior Notes
of any series, means any one of the following events (whatever the reason for
such Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body):

                  (1) default in the payment of any interest upon any Senior
         Note of that series when it becomes due and payable on an Interest
         Payment Date other than at Maturity and continuance of such default for
         a period of ten (10) days; or

                  (2) default in the payment of the principal of, (or premium,
         if any) or interest on any Senior Note of that series at its Maturity;
         or

                  (3) default in the deposit of any sinking fund payment, when
         and as due by the terms of a Senior Note of that series and continuance
         of such default for a period of 3 Business Days; or

                  (4) default in the performance or breach of any covenant or
         warranty of the Company in this Indenture (other than a covenant or
         warranty a default in whose performance or whose breach is elsewhere in
         this Section specifically dealt with or which has expressly been
         included in this Indenture solely for the benefit of one or more series
         of Senior Notes other than that series), and continuance of such
         default or breach for a period of 90 days after there has been given,
         by registered or certified mail, to the Company and the Guarantor by
         the Trustee, or to the Company, the Guarantor and the Trustee by the
         Holders of at least 25% in principal amount of the Outstanding Senior
         Notes of that series, a written notice specifying such default or
         breach and requiring it to be remedied and stating that such notice is
         a "Notice of Default" hereunder; or

                  (5) the entry by a court having jurisdiction in the premises
         of (A) a decree or order for relief in respect of the Company or the
         Guarantor in an involuntary case or proceeding under any applicable
         federal or state bankruptcy, insolvency, reorganization or other
         similar law or (B) a decree or order adjudging the Company or the
         Guarantor a bankrupt or insolvent, or approving as properly filed a
         petition by one or more Persons other than the Company or the Guarantor
         seeking reorganization, arrangement, adjustment or composition of or in
         respect of the Company or the Guarantor under any applicable federal or
         state law, or appointing a custodian, receiver, liquidator, assignee,
         trustee, sequestrator or other similar official for the Company or the
         Guarantor or for any substantial part of its property, or ordering the
         winding up or liquidation of its affairs, and the continuance of any
         such decree or order for relief or any such other decree or order
         unstayed and in effect for a period of 90 consecutive days; or

                  (6) the commencement by the Company or the Guarantor of a case
         or proceeding under any applicable federal or state bankruptcy,
         insolvency, reorganization or other similar law or of any other case or
         proceeding to be adjudicated a bankrupt or insolvent, or the consent by
         the Company or the Guarantor to the entry of a decree or order for
         relief in respect of it in a case or proceeding under any applicable
         federal or state bankruptcy, insolvency, reorganization or other
         similar law or to the commencement of any bankruptcy or insolvency case
         or proceeding against it, or the filing by it of a petition or answer
         or consent seeking reorganization or relief under any applicable
         federal or state law, or the consent by it to the filing of such
         petition or to the appointment of or taking possession by a custodian,
         receiver, liquidator, assignee, trustee, sequestrator or similar
         official of the Company or the Guarantor or of any substantial part of
         its property, or the making by it of an assignment for the benefit of
         creditors, or the admission by it in writing of its inability to pay
         its debts generally as they become due, or the taking of corporate
         action by the Company or the Guarantor in furtherance of any such
         action; or

                  (7) any other Event of Default provided with respect to Senior
         Notes of that series in the supplemental indenture authorizing such
         series

                  (8) the Notes Guarantee shall be held in a judicial proceeding
         to be unenforceable or invalid or shall cease for any reason to be in
         full force and effect.

SECTION 502.      ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.
                  --------------------------------------------------

         If an Event of Default with respect to Senior Notes of any series at
the time Outstanding occurs and is continuing, then in every such case the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Senior Notes of that series may declare the principal amount (or
such portion of the principal amount as may be specified in the terms of that
series) of all of the Senior Notes of that series to be due and payable
immediately, by a notice in writing to the Company and the Guarantor (and to the
Trustee if given by Holders), and upon any such declaration such principal
amount (or specified amount) shall become immediately due and payable.

         At any time after such a declaration of acceleration with respect to
Senior Notes of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of not less than a majority in principal amount of
the Outstanding Senior Notes of that series, by written notice to the Company
and the Trustee, may rescind and annul such declaration and its consequences if

                  (1) the Company or the Guarantor has paid or deposited with
         the Trustee a sum sufficient to pay

                           (A) all overdue interest on all Senior Notes of that
                  series,

                           (B) the principal of (and premium, if any) any Senior
                  Notes of that series which have become due otherwise than by
                  such declaration of acceleration and interest thereon at the
                  rate or rates prescribed therefor in such Senior Notes,

                           (C) to the extent that payment of such interest is
                  lawful, interest upon overdue interest at the rate or rates
                  prescribed therefor in such Senior Notes, and

                           (D) all sums paid or advanced by the Trustee
                  hereunder and the reasonable compensation, expenses,
                  disbursements and advances of the Trustee, its agents and
                  counsel, and any other amounts due to the Trustee under
                  Section 607; and

                  (2) all Events of Default with respect to Senior Notes of that
         series, other than the non-payment of the principal of Senior Notes of
         that series which have become due solely by such declaration of
         acceleration, have been cured or waived as provided in Section 513.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

SECTION 503.   COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.
               ---------------------------------------------------------------

         The Company covenants that if an Event of Default occurs under Section
501(1), (2) or (3) with respect to any Senior Notes the Company will, upon
demand of the Trustee, pay to it, for the benefit of the Holders of such Senior
Notes, the whole amount then due and payable on such Senior Notes for principal
(and premium, if any) and interest and, to the extent that payment of such
interest shall be legally enforceable, interest on any overdue principal (and
premium, if any) and on any overdue interest, at the rate or rates prescribed
therefor in such Senior Notes, and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due to the Trustee under Section
607.

         If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company or any other obligor upon such Senior Notes and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon such Senior Notes,
wherever situated.

         If an Event of Default with respect to Senior Notes of any series
occurs and is continuing, the Trustee may in its discretion proceed to protect
and enforce its rights and the rights of the Holders of Senior Notes of such
series by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

SECTION 504.      TRUSTEE MAY FILE PROOFS OF CLAIM.
                  --------------------------------

         In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the Senior
Notes or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Senior
Notes shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue principal or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise,

                  (1) to file and prove a claim for the whole amount of
         principal (and premium, if any) and interest owing and unpaid in
         respect of the Senior Notes and to file such other papers or documents
         as may be necessary or advisable in order to have the claims of the
         Trustee (including any claim for the reasonable compensation, expenses,
         disbursements and advances of the Trustee, its agents and counsel, and
         any other amounts due to the Trustee under Section 607) and of the
         Holders of Senior Notes allowed in such judicial proceeding, and

                  (2) to collect and receive any moneys or other property
         payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder of Senior Notes to make such payments to the Trustee and, in the
event that the Trustee shall consent to the making of such payments directly to
the Holders of Senior Notes, to pay to the Trustee any amount due it for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section 607.

         Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder of a Senior
Note any plan of reorganization, arrangement, adjustment or composition
affecting the Senior Notes or the rights of any Holder thereof or to authorize
the Trustee to vote in respect of the claim of any Holder of a Senior Note in
any such proceeding.

SECTION 505.      TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SENIOR NOTES.
                  -------------------------------------------------------------

         All rights of action and claims under this Indenture or the Senior
Notes may be prosecuted and enforced by the Trustee without the possession of
any of the Senior Notes or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Senior Notes in respect of which such
judgment has been recovered.

SECTION 506.      APPLICATION OF MONEY COLLECTED.
                  ------------------------------

         Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal (or premium,
if any) or interest, upon presentation of the Senior Notes, and the notation
thereon of the payment if only partially paid and upon surrender thereof if
fully paid:

                  First: To the payment of all amounts due the Trustee under
         Section 607; and

                  Second: To the payment of the amounts then due and unpaid for
         principal of (and premium, if any) and interest on the Senior Notes in
         respect of which or for the benefit of which such money has been
         collected, ratably, without preference or priority of any kind,
         according to the amounts due and payable on such Senior Notes for
         principal (and premium, if any) and interest, respectively; and

                  Third: The balance, if any, to the Person or Persons entitled
         thereto.

SECTION 507.      LIMITATION ON SUITS.
                  -------------------

         No Holder of any Senior Note of any series shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless:

                  (1) such Holder has previously given written notice to the
         Trustee of a continuing Event of Default with respect to the Senior
         Notes of that series;

                  (2) the Holders of not less than 25% in principal amount of
         the Outstanding Senior Notes of that series shall have made written
         request to the Trustee to institute proceedings in respect of such
         Event of Default in its own name as Trustee hereunder;

                  (3) such Holder or Holders have offered to the Trustee
         reasonable indemnity against the costs, expenses and liabilities to be
         incurred in compliance with such request;

                  (4) the Trustee for 60 days after its receipt of such notice,
         request and offer of indemnity has failed to institute any such
         proceeding; and

                  (5) no direction inconsistent with such written request has
         been given to the Trustee during such 60-day period by the Holders of a
         majority in principal amount of the Outstanding Senior Notes of that
         series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatsoever by virtue of, or by availing of, any
provision of this Indenture to affect, disturb or prejudice the rights of any
other of such Holders or to obtain or to seek to obtain priority or preference
over any other of such Holders or to enforce any right under this Indenture,
except in the manner herein provided and for the equal and ratable benefit of
all of such Holders.

SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND
             INTEREST.
             ----------------------------------------------------------------

         Notwithstanding any other provision in this Indenture, the Holder of
any Senior Notes shall have the right, which is absolute and unconditional, to
receive payment of the principal of (and premium, if any) and (subject to
Section 305) interest on such Senior Note on the due dates expressed in such
Senior Note (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

SECTION 509.      RESTORATION OF RIGHTS AND REMEDIES.
                  ----------------------------------

         If the Trustee or any Holder of a Senior Note has instituted any
proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then and in every such
case, subject to any determination in such proceeding, the Company, the
Guarantor, the Trustee and the Holders of Senior Notes shall be restored
severally and respectively to their former positions hereunder and thereafter
all rights and remedies of the Trustee and the Holders shall continue as though
no such proceeding had been instituted.

SECTION 510.      RIGHTS AND REMEDIES CUMULATIVE.
                  ------------------------------

         Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Senior Notes in the last paragraph of
Section 304, no right or remedy herein conferred upon or reserved to the Trustee
or to the Holders of Senior Notes is intended to be exclusive of any other right
or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

SECTION 511.      DELAY OR OMISSION NOT WAIVER.
                  ----------------------------

         No delay or omission of the Trustee or of any Holder of any Senior Note
to exercise any right or remedy upon any Event of Default shall impair any such
right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law to
the Trustee or to the Holders of Senior Notes may be exercised from time to
time, and as often as may be deemed expedient, by the Trustee or by the Holders
of Senior Notes.

SECTION 512.      CONTROL BY HOLDERS OF SENIOR NOTES.
                  ----------------------------------

         The Holders of not less than a majority in principal amount of the
Outstanding Senior Notes of any series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee, with respect
to the Senior Notes of such series, provided that

                  (1) such direction shall not be in conflict with any rule of
         law or with this Indenture, and could not involve the Trustee in
         personal liability in circumstances where reasonable indemnity would
         not be adequate, and

                  (2) the Trustee may take any other action deemed proper by the
         Trustee which is not inconsistent with such direction.

SECTION 513.      WAIVER OF PAST DEFAULTS.
                  -----------------------

         The Holders of not less than a majority in principal amount of the
Outstanding Senior Notes of any series may, on behalf of the Holders of all the
Senior Notes of such series, waive any past default hereunder with respect to
such series and its consequences, except a default

                  (1) in the payment of the principal of (or premium, if any) or
         interest on any Senior Note of such series, or

                  (2) in respect of a covenant or provision hereof which under
         Article Nine cannot be modified or amended without the consent of the
         Holder of each Outstanding Senior Note of such series affected.

         Upon any such waiver, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

SECTION 514.      UNDERTAKING FOR COSTS.
                  ---------------------

         All parties to this Indenture agree, and each Holder of any Senior Note
by his acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section shall not apply to any suit instituted by the
Company or the Guarantor, to any suit instituted by the Trustee, to any suit
instituted by any Holder, or group of Holders, holding in the aggregate more
than 10% in principal amount of the Outstanding Senior Notes of any series, or
to any suit instituted by any Holder of any Senior Note for the enforcement of
the payment of the principal of (or premium, if any) or interest on any Senior
Note on or after the Stated Maturity or Maturities expressed in such Senior Note
(or, in the case of redemption, on or after the Redemption Date).

SECTION 515.      WAIVER OF STAY OR EXTENSION LAWS.
                  --------------------------------

         The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.


                                   ARTICLE SIX

                                   THE TRUSTEE

SECTION 601.      CERTAIN DUTIES AND RESPONSIBILITIES.
                  -----------------------------------

         (a) Except during the continuance of an Event of Default with respect
to Senior Notes of any series,

                  (1) the Trustee undertakes to perform, with respect to Senior
         Notes of such series, such duties and only such duties as are
         specifically set forth in this Indenture, and no implied covenants or
         obligations shall be read into this Indenture against the Trustee; and

                  (2) in the absence of bad faith on its part, the Trustee may,
         with respect to Senior Notes of such series, conclusively rely, as to
         the truth of the statements and the correctness of the opinions
         expressed therein, upon certificates or opinions furnished to the
         Trustee and conforming to the requirements of this Indenture; but in
         the case of any such certificates or opinions which by any provision
         hereof are specifically required to be furnished to the Trustee, the
         Trustee shall be under a duty to examine the same to determine whether
         or not they conform to the requirements of this Indenture (but need not
         confirm or investigate the accuracy of mathematical calculations or
         other facts stated therein).

         (b) In case an Event of Default with respect to Senior Notes of any
series has occurred and is continuing, the Trustee shall exercise, with respect
to Senior Notes of such series, such of the rights and powers vested in it by
this Indenture, and use the same degree of care and skill in their exercise, as
a prudent man would exercise or use under the circumstances in the conduct of
his own affairs.

         (c) No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that

                  (1) this Subsection shall not be construed to limit the effect
         of Subsection (a) of this Section;

                  (2) the Trustee shall not be liable for any error of judgment
         made in good faith by a Responsible Officer, unless it shall be proved
         that the Trustee was negligent in ascertaining the pertinent facts;

                  (3) the Trustee shall not be liable with respect to any action
         taken or omitted to be taken by it in good faith in accordance with the
         direction of the Holders of a majority in principal amount of the
         Outstanding Senior Notes of any series relating to the time, method and
         place of conducting any proceeding for any remedy available to the
         Trustee, or exercising any trust or power conferred upon the Trustee,
         under this Indenture with respect to the Senior Notes of such series;
         and

                  (4) no provision of this Indenture shall require the Trustee
         to expend or risk its own funds or otherwise incur any financial
         liability in the performance of any of its duties hereunder, or in the
         exercise of any of its rights or powers, if it shall have reasonable
         grounds for believing that repayment of such funds or adequate
         indemnity against such risk or liability is not reasonably assured to
         it.

         (d) Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section.

SECTION 602.      NOTICE OF DEFAULTS.
                  ------------------

         Within 90 days after the occurrence of any default hereunder with
respect to the Senior Notes of any series, the Trustee shall transmit by mail to
all Holders of Senior Notes of such series entitled to receive reports pursuant
to Section 313(c) of the Trust Indenture Act, notice of all defaults hereunder
known to the Trustee, unless such default shall have been cured or waived;
provided, however, that, except in the case of a default in the payment of the
principal of (or premium, if any) or interest on any Senior Note of such series
or in the payment of any sinking fund installment with respect to Senior Notes
of such series, the Trustee shall be protected in withholding such notice if and
so long as the board of directors, the executive committee or a trust committee
of directors or Responsible Officers of the Trustee in good faith determine that
the withholding of such notice is in the interest of the Holders of Senior Notes
of such series; and provided, further, that in the case of any default of the
character specified in Section 501(4) with respect to Senior Notes of such
series, no such notice to Holders shall be given until at least 45 days after
the occurrence thereof. For the purpose of this Section, the term "default"
means any event which is, or after notice or lapse of time or both would become,
an Event of Default with respect to Senior Notes of such series.

SECTION 603.      CERTAIN RIGHTS OF TRUSTEE.
                  -------------------------

         Subject to the provisions of Section 601:

                  (a) the Trustee may conclusively rely and shall be protected
         in acting or refraining from acting upon any resolution, certificate,
         statement, instrument, opinion, report, notice, request, direction,
         consent, order, bond, debenture, note, other evidence of indebtedness
         or other paper or document (whether in its original or facsimile form)
         believed by it to be genuine and to have been signed or presented by
         the proper party or parties;

                  (b) any request or direction of the Company mentioned herein
         shall be sufficiently evidenced by a Company Request or Company Order
         and a resolution of the Board of Directors may be sufficiently
         evidenced by a Board Resolution;

                  (c) whenever in the administration of this Indenture the
         Trustee shall deem it desirable that a matter be proved or established
         prior to taking, suffering or omitting any action hereunder, the
         Trustee (unless other evidence be herein specifically prescribed) may,
         in the absence of bad faith on its part, rely upon an Officers'
         Certificate;

                  (d) the Trustee may consult with counsel of its selection and
         the written advice of such counsel or any Opinion of Counsel shall be
         full and complete authorization and protection in respect of any action
         taken, suffered or omitted by it hereunder in good faith and in
         reliance thereon;

                  (e) the Trustee shall be under no obligation to exercise any
         of the rights or powers vested in it by this Indenture at the request
         or direction of any of the Holders of Senior Notes of any series
         pursuant to this Indenture, unless such Holders shall have offered to
         the Trustee reasonable security or indemnity against the costs,
         expenses and liabilities which might be incurred by it in compliance
         with such request or direction;

                  (f) the Trustee shall not be bound to make any investigation
         into the facts or matters stated in any resolution, certificate,
         statement, instrument, opinion, report, notice, request, direction,
         consent, order, bond, debenture, note, other evidence of indebtedness
         or other paper or document, but the Trustee, in its discretion, may
         make such further inquiry or investigation into such facts or matters
         as it may see fit, and, if the Trustee shall determine to make such
         further inquiry or investigation, it shall be entitled to examine the
         books, records and premises of the Company, personally or by agent or
         attorney at the sole cost of the Company and shall incur no liability
         or additional liability of any kind by reason of such inquiry or
         investigation;

                  (g) the Trustee may execute any of the trusts or powers
         hereunder or perform any duties hereunder either directly or by or
         through agents or attorneys and the Trustee shall not be responsible
         for any misconduct or negligence on the part of any agent or attorney
         appointed with due care by it hereunder; and

                  (h) the Trustee shall not be charged with knowledge of any
         Event of Default with respect to the Senior Notes of any series for
         which it is acting as Trustee unless either (1) a Responsible Officer
         of the Trustee assigned to the Corporate Trustee Administration
         Department and agency group of the Trustee (or any successor division
         or department of the Trustee) shall have actual knowledge of the Event
         of Default or (2) written notice of such Event of Default shall have
         been given to a Responsible Officer of the Trustee by the Company, any
         other obligor on such Senior Notes or by any Holder of such Senior
         Notes.

SECTION 604.      NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SENIOR NOTES.
                  --------------------------------------------------------

         The recitals contained herein and in the Senior Notes (except the
Trustee's certificates of authentication) shall be taken as the statements of
the Company, and the Trustee or any Authenticating Agent assumes no
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture, of the Notes Guarantee or of the
Senior Notes. The Trustee or any Authenticating Agent shall not be accountable
for the use or application by the Company of Senior Notes or the proceeds
thereof.

SECTION 605.      MAY HOLD SENIOR NOTES.
                  ---------------------

         The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company or the Guarantor, in its individual
or any other capacity, may become the owner or pledgee of Senior Notes and,
subject to Sections 608 and 613, may otherwise deal with the Company or the
Guarantor with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other agent.

SECTION 606.      MONEY HELD IN TRUST.
                  -------------------

         Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed with the Company.

SECTION 607.      COMPENSATION AND REIMBURSEMENT.
                  ------------------------------

         The Company and the Guarantor jointly and severally agree

                  (1) to pay to the Trustee from time to time reasonable
         compensation for all services rendered by it hereunder (which
         compensation shall not be limited by any provision of law in regard to
         the compensation of a trustee of an express trust);

                  (2) except as otherwise expressly provided herein, to
         reimburse the Trustee upon its request for all reasonable expenses,
         disbursements and advances incurred or made by the Trustee in
         accordance with any provision of this Indenture (including the
         reasonable compensation and the expenses and disbursements of its
         agents and counsel), except any such expense, disbursement or advance
         as may be attributable to its negligence, willful misconduct or bad
         faith; and

                  (3) to indemnify each of the Trustee and any predecessor
         Trustee for, and to hold it harmless against, any and all loss, claim,
         damage, liability or expense (including taxes other than taxes on the
         income of the Trustee) incurred without negligence, willful misconduct
         or bad faith on its part, arising out of or in connection with the
         acceptance or administration of the trust or trusts hereunder,
         including the costs and expenses of defending itself against any claim
         or liability in connection with the exercise or performance of any of
         its powers or duties hereunder.

         As security for the performance of the obligations of the Company and
the Guarantor under this Section the Trustee shall have a lien prior to the
Senior Notes upon all property and funds held or collected by the Trustee as
such, except funds held in trust for the payment of principal of, premium, if
any, or interest, if any, on particular Senior Notes.

SECTION 608.      DISQUALIFICATION; CONFLICTING INTERESTS.
                  ---------------------------------------

         If the Trustee has or shall acquire any conflicting interest, within
the meaning of the Trust Indenture Act, it shall, within 90 days after
ascertaining that it has such conflicting interest, either eliminate such
conflicting interest or resign, to the extent and in the manner provided by, and
subject to the provisions of, the Trust Indenture Act and this Indenture.

SECTION 609.      CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.
                  ----------------------------------------

         There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus
of at least $50,000,000, subject to supervision or examination by federal or
state authority and qualified and eligible under this Article and otherwise
permitted by the Trust Indenture Act to act as Trustee under an Indenture
qualified under the Trust Indenture Act. If such corporation publishes reports
of condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital surplus as set forth in its most recent report of condition so
published. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.

SECTION 610.      RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.
                  -------------------------------------------------

         (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 611.

         (b) The Trustee may resign at any time with respect to the Senior Notes
of one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 611 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may at the expense of the Company
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Senior Notes of such series.

         (c) The Trustee may be removed at any time with respect to the Senior
Notes of any series by Act of the Holders of a majority in principal amount of
the Outstanding Senior Notes of such series delivered to the Trustee and to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 611 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may at the
expense of the Company petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Senior Notes of such
series.

         (d)      If at any time:

                  (1) the Trustee shall fail to comply with Section 608 after
         written request therefor by the Company or by any Holder of a Senior
         Note who has been a Holder of a Senior Note for at least six months, or

                  (2) the Trustee shall cease to be eligible under Section 609
         and shall fail to resign after written request therefor by the Company
         or by any such Holder, or

                  (3) the Trustee shall become incapable of acting or shall be
         adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
         property shall be appointed or any public officer shall take charge or
         control of the Trustee or of its property or affairs for the purpose of
         rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company, by a Board Resolution, may remove the
Trustee with respect to all Senior Notes, or (ii) subject to Section 514, any
Holder of a Senior Note who has been a bona fide Holder of a Senior Note for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee with
respect to all Senior Notes and the appointment of a successor Trustee or
Trustees.

         (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Senior Notes of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Senior Notes of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Senior Notes of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Senior Notes of any particular series) and shall comply with
the applicable requirements of Section 611. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Senior Notes of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Senior Notes of such series delivered to the Company and the
retiring Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment in accordance with the applicable requirements of
Section 611, become the successor Trustee with respect to the Senior Notes of
such series and to that extent supersede the successor Trustee appointed by the
Company. If no successor Trustee with respect to the Senior Notes of any series
shall have been so appointed by the Company or the Holders of Senior Notes and
accepted appointment in the manner required by Section 611, any Holder of a
Senior Note who has been a bona fide Holder of a Senior Note of such series for
at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Senior Notes of such series.

         (f) The Company shall give notice of each resignation and each removal
of the Trustee with respect to the Senior Notes of any series and each
appointment of a successor Trustee with respect to the Senior Notes of any
series by mailing written notice of such event by first-class mail, postage
prepaid, to all Holders of such series of Senior Notes as their names and
addresses appear in the Security Register.

SECTION 611.      ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.
                  --------------------------------------

         (a) In case of the appointment hereunder of a successor Trustee with
respect to all Senior Notes, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.

         (b) In case of the appointment hereunder of a successor Trustee with
respect to the Senior Notes of one or more (but not all) series, the Company,
the Guarantor, the retiring Trustee and each successor Trustee with respect to
the Senior Notes of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment
and which (1) shall contain such provisions as shall be necessary or desirable
to transfer and confirm to, and to vest in, each successor Trustee all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Senior Notes of that or those series to which the appointment of such successor
Trustee relates, (2) if the retiring Trustee is not retiring with respect to all
Senior Notes, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Senior Notes of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (3) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust and that each such Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee; and upon the execution and delivery of
such supplemental indenture the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Senior Notes of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee hereunder
with respect to the Senior Notes of that or those series to which the
appointment of such successor Trustee relates.

         (c) Upon request of any such successor Trustee, the Company and the
Guarantor shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Trustee all such rights, powers and
trusts referred to in paragraph (a) or (b) of this Section, as the case may be.

         (d) No successor Trustee shall accept its appointment unless at the
time of such acceptance such successor Trustee shall be qualified and eligible
under this Article.

SECTION 612.      MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.
                  -----------------------------------------------------------

         Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Senior Notes shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Senior Notes so authenticated with the same
effect as if such successor Trustee had itself authenticated such Senior Notes.

SECTION 613.      PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY
                  --------------------------------------------------

         If and when the Trustee shall be or become a creditor of the Company
(or any other obligor upon the Senior Notes), the Trustee shall be subject to
the provisions of the Trust Indenture Act regarding the collection of claims
against the Company (or any such other obligor). For purposes of Section
311(b)(4) and (6) of the Trust Indenture Act:

         (a) "cash transaction" means any transaction in which full payment for
goods or securities sold is made within seven days after delivery of the goods
or securities in currency or in checks or other orders drawn upon banks or
bankers and payable upon demand; and

         (b) "self-liquidating paper" means any draft, bill of exchange,
acceptance or obligation which is made, drawn, negotiated or incurred by the
Company (or any such obligor) for the purpose of financing the purchase,
processing, manufacturing, shipment, storage or sale of goods, wares or
merchandise and which is secured by documents evidencing title to, possession
of, or a lien upon, the goods, wares or merchandise or the receivables or
proceeds arising from the sale of the goods, wares or merchandise previously
constituting the security, provided the security is received by the Trustee
simultaneously with the creation of the creditor relationship with the Company
(or any such obligor) arising from the making, drawing, negotiating or incurring
of the draft, bill of exchange, acceptance or obligation.

SECTION 614.      APPOINTMENT OF AUTHENTICATING AGENT.
                  -----------------------------------

         At any time when any of the Senior Notes remain Outstanding the Trustee
may appoint an Authenticating Agent or Agents with respect to one or more series
of Senior Notes that shall be authorized to act on behalf of the Trustee to
authenticate Senior Notes of such series issued upon exchange, registration of
transfer or partial redemption thereof or pursuant to Section 304, and Senior
Notes so authenticated shall be entitled to the benefits of this Indenture and
shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Senior Notes by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business
under the laws of the United States of America, any State thereof or the
District of Columbia, authorized under such laws to act as Authenticating Agent,
having a combined capital and surplus of not less than $50,000,000 and subject
to supervision or examination by federal or state authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

         Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders of Senior
Notes, if any, of the series with respect to which such Authenticating Agent
will serve, as their names and addresses appear in the Security Register. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

         The Trustee agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section, and the
Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 607.

         The provisions of Sections 306, 604 and 605 shall be applicable to each
Authenticating Agent.

         If an appointment with respect to one or more series is made pursuant
to this Section, the Senior Notes of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternate
certificate of authentication in the following form:

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


                             As Trustee

                             By
                                ----------------------------
                             As Authenticating Agent

                             By
                               ----------------------------
                              Authorized Signatory


                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701.      COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.
                  ---------------------------------------------------------

         The Company will furnish or cause to be furnished to the Trustee

                  (a) semi-annually, not later than June 1 and December 1, in
         each year, a list, in such form as the Trustee may reasonably require,
         containing all the information in the possession or control of the
         Company, or any of its Paying Agents other than the Trustee, as to the
         names and addresses of the Holders of Senior Notes as of the preceding
         May 15 or November 15, as the case may be, and

                  (b) at such other times as the Trustee may request in writing,
         within 30 days after the receipt by the Company of any such request, a
         list of similar form and content as of the most recent Regular Record
         Date;

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

SECTION 702.      PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.
                  ------------------------------------------------------

         (a) The Trustee shall comply with the obligations imposed on it
pursuant to Section 312 of the Trust Indenture Act.

         (b) Every Holder of Senior Notes, by receiving and holding the same,
agrees with the Company, the Guarantor and the Trustee that neither the Company,
the Guarantor nor the Trustee nor any agent of any of them shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the Holders of Senior Notes in accordance with Section 312(b)
of the Trust Indenture Act, regardless of the source from which such information
was derived, and that the Trustee shall not be held accountable by reason of
mailing any material pursuant to a request made under Section 312(b) of the
Trust Indenture Act.

SECTION 703.      REPORTS BY TRUSTEE.
                  ------------------

         (a) Within 60 days after May 15 of each year commencing with the first
May 15 after the first issuance of Senior Notes pursuant to this Indenture, if
required by Section 313(a) of the Trust Indenture Act, the Trustee shall
transmit a brief report dated as of such May 15 with respect to any of the
events specified in such Section 313(a) that may have occurred since the later
of the immediately preceding May 15 and the date of this Indenture.

         (b) The Trustee shall transmit the reports required by Section 313(b)
of the Trust Indenture Act at the times specified therein.

         (c) Reports pursuant to this Section shall be transmitted in the manner
and to the Persons required by Sections 313(c) and (d) of the Trust Indenture
Act.

SECTION 704.      REPORTS BY COMPANY.
                  ------------------

         The Company, pursuant to Section 314(a) of the Trust Indenture Act,
shall:

                  (1) file with the Trustee, within 15 days after the Company is
         required to file the same with the Commission, copies of the annual
         reports and of the information, documents and other reports (or copies
         of such portions of any of the foregoing as the Commission may from
         time to time by rules and regulations prescribe) that the Company may
         be required to file with the Commission pursuant to Section 13 or
         Section 15(d) of the Securities Exchange Act of 1934, as amended; or,
         if the Company is not required to file information, documents or
         reports pursuant to either of said Sections, then it shall file with
         the Trustee and the Commission, in accordance with rules and
         regulations prescribed from time to time by the Commission, such of the
         supplementary and periodic information, documents and reports which may
         be required pursuant to Section 13 of the Securities Exchange Act of
         1934, as amended, in respect of a security listed and registered on a
         national securities exchange as may be prescribed from time to time in
         such rules and regulations (delivery of such reports, information and
         documents to the Trustee is for informational purposes only and the
         Trustee's receipt of such shall not constitute notice of any
         information contained therein or determinable from information
         contained therein, including the Company's compliance with any of its
         covenants hereunder (as to which the Trustee is entitled to rely
         exclusively on Officers' Certificates));

                  (2) file with the Trustee and the Commission, in accordance
         with rules and regulations prescribed from time to time by the
         Commission, such additional information, documents and reports with
         respect to compliance by the Company with the conditions and covenants
         of this Indenture as may be required from time to time by such rules
         and regulations (delivery of such reports, information and documents to
         the Trustee is for informational purposes only and the Trustee's
         receipt of such shall not constitute notice of any information
         contained therein or determinable from information contained therein,
         including the Company's compliance with any of its covenants hereunder
         (as to which the Trustee is entitled to rely exclusively on Officers'
         Certificates));

                  (3) transmit, within 30 days after the filing thereof with the
         Trustee, to the Holders of Senior Notes, in the manner and to the
         extent provided in Section 313(c) of the Trust Indenture Act, such
         summaries of any information, documents and reports required to be
         filed by the Company pursuant to paragraphs (1) and (2) of this Section
         704 as may be required by rules and regulations prescribed from time to
         time by the Commission; and

                  (4) notify the Trustee when and as the Senior Notes of any
         series become admitted to trading on any national securities exchange.


                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801.COMPANY AND GUARANTOR MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.
            ------------------------------------------------------------------

         Neither the Company nor the Guarantor shall consolidate with or merge
into any other corporation or convey, transfer or lease its properties and
assets substantially as an entirety to any Person, unless

                  (1) in case the Company or the Guarantor shall consolidate
         with or merge into another corporation or convey, transfer or lease its
         properties and assets substantially as an entirety to any Person, the
         corporation formed by such consolidation or into which the Company or
         the Guarantor is merged or the Person which acquires by conveyance or
         transfer, or which leases, the properties and assets of the Company or
         the Guarantor substantially as an entirety shall be a corporation
         organized and existing under the laws of the United States of America,
         any State thereof or the District of Columbia and shall expressly
         assume, by an indenture supplemental hereto, executed and delivered to
         the Trustee, in form satisfactory to the Trustee, the due and punctual
         payment of the principal of (and premium, if any) and interest on all
         the Senior Notes and the due and punctual payment of the Notes
         Guarantee, as the case may be, and the performance of every covenant of
         this Indenture on the part of the Company or the Guarantor, as the case
         may be, to be performed or observed;

                  (2) immediately after giving effect to such transactions, no
         Event of Default, and no event which, after notice or lapse of time or
         both, would become an Event of Default, shall have happened and be
         continuing; and

                  (3) the Company or the Guarantor, as the case may be, has
         delivered to the Trustee an Officers' Certificate and an Opinion of
         Counsel, each stating that such consolidation, merger, conveyance,
         transfer or lease complies with this Article and that all conditions
         precedent herein provided for relating to such transaction have been
         complied with.

SECTION 802.  SUCCESSOR CORPORATION SUBSTITUTED.
              ---------------------------------

         Upon any consolidation by the Company or the Guarantor with or merger
by the Company or the Guarantor into any corporation or any conveyance, transfer
or lease of the properties and assets of the Company or the Guarantor
substantially as an entirety in accordance with Section 801, the successor
corporation formed by such consolidation or into which the Company or the
Guarantor is merged or to which such conveyance, transfer or lease is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company or the Guarantor, as the case may be, under this Indenture with the
same effect as if such successor corporation had been named as the Company or
the Guarantor, as the case may be, herein, and thereafter, except in the case of
a lease, the predecessor corporation shall be relieved of all obligations and
covenants under this Indenture and the Senior Notes.


                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

SECTION 901.      SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.
                  ---------------------------------------------------

         Without the consent of any Holders of Senior Notes, the Company and the
Guarantor, when authorized by a Board Resolution, and the Trustee, at any time
and from time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the following purposes:

                  (1) to evidence the succession of another corporation to the
         Company or the Guarantor and the assumption by any such successor of
         the covenants of the Company or the Guarantor herein and in the Senior
         Notes; or

                  (2) to add to the covenants of the Company or the Guarantor
         for the benefit of the Holders of all or any series of Senior Notes
         (and if such covenants are to be for the benefit of less than all
         series of Senior Notes, stating that such covenants are expressly being
         included solely for the benefit of such series) or to surrender any
         right or power herein conferred upon the Company or the Guarantor; or

                  (3) to add any additional Events of Default; or

                  (4) to add to or change any of the provisions of this
         Indenture, to change or eliminate any restrictions on the payment of
         principal (or premium, if any) on Senior Notes or to permit the
         issuance of Senior Notes in uncertificated form, provided any such
         action shall not adversely affect the interests of the Holders of
         Senior Notes of any series in any material respect; or

                  (5) to change or eliminate any of the provisions of this
         Indenture with respect to any series of Senior Notes theretofore
         unissued; or

                  (6) to secure the Senior Notes; or

                  (7) to establish the form or terms of Senior Notes of any
         series as permitted by Sections 201 and 301; or

                  (8) to evidence and provide for the acceptance of appointment
         hereunder by a successor Trustee with respect to the Senior Notes of
         one or more series and to add to or change any of the provisions of
         this Indenture as shall be necessary to provide for or facilitate the
         administration of the trusts hereunder by more than one Trustee,
         pursuant to the requirements of Section 611(b); or

                  (9) to cure any ambiguity, to correct or supplement any
         provision herein which may be inconsistent with any other provision
         herein, or to make provisions with respect to matters or questions
         arising under this Indenture, provided such action shall not adversely
         affect the interests of the Holders of Senior Notes of any series in
         any material respect; or

                  (10) to modify, eliminate or add to the provisions of this
         Indenture to such extent as shall be necessary to effect the
         qualification of this Indenture under the Trust Indenture Act or under
         any similar federal statute hereafter enacted, and to add to this
         Indenture such other provisions as may be expressly required by the
         Trust Indenture Act.

SECTION 902.      SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.
                  -----------------------------------------------

         With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Senior Notes of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company, the
Guarantor and the Trustee, the Company and the Guarantor, when authorized by a
Board Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of Senior Notes of such series
under this Indenture; provided, however, that no such supplemental indenture
shall, without the consent of the Holder of each Outstanding Senior Note
affected thereby,

                  (1) change the Stated Maturity of the principal of, or any
         installment of principal of or interest on, any Senior Note, or reduce
         the principal amount thereof or the rate of interest thereon or any
         premium payable upon the redemption thereof, or change the method of
         calculating the rate of interest thereon, or impair the right to
         institute suit for the enforcement of any such payment on or after the
         Stated Maturity thereof (or, in the case of redemption, on or after the
         Redemption Date), or

                  (2) reduce the percentage in principal amount of the
         Outstanding Senior Notes of any series, the consent of whose Holders is
         required for any such supplemental indenture, or the consent of whose
         Holders is required for any waiver (of compliance with certain
         provisions of this Indenture or certain defaults hereunder and their
         consequences) provided for in this Indenture, or

                  (3) modify any of the provisions of this Section 902, Section
         513 or Section 1006, except to increase any such percentage or to
         provide that certain other provisions of this Indenture cannot be
         modified or waived without the consent of the Holder of each
         Outstanding Senior Note affected thereby, provided, however, that this
         clause shall not be deemed to require the consent of any Holder of a
         Senior Note with respect to changes in the references to "the Trustee"
         and concomitant changes in this Section and Section 1006, or the
         deletion of this proviso, in accordance with the requirements of
         Sections 611(b) and 901(8), or

                  (4) reduce any amount payable under, delay or defer the
         required time of payment under, or impair the right to institute suit
         to enforce any payment under the Notes Guarantee.

SECTION 903.  GENERAL PROVISIONS REGARDING SUPPLEMENTAL INDENTURE.
              ---------------------------------------------------

         (a) A supplemental indenture which changes or eliminates any covenant
or other provision of this Indenture which has expressly been included solely
for the benefit of one or more particular series of Senior Notes, or which
modifies the rights of the Holders of Senior Notes of such series with respect
to such covenant or other provision, shall be deemed not to affect the rights
under this Indenture of the Holders of Senior Notes of any other series.

         (b) It shall not be necessary for any Act of Holders of Senior Notes
under this Section to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act or action shall approve the
substance thereof.

SECTION 904.      EXECUTION OF SUPPLEMENTAL INDENTURES.
                  ------------------------------------

         In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties, immunities or liabilities under this Indenture or
otherwise.

SECTION 905.      EFFECT OF SUPPLEMENTAL INDENTURES.
                  ---------------------------------

         Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Senior Notes theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

SECTION 906.      CONFORMITY WITH TRUST INDENTURE ACT.
                  -----------------------------------

         Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act.

SECTION 907.      REFERENCE IN SENIOR NOTES TO SUPPLEMENTAL INDENTURES.
                  ----------------------------------------------------

         Senior Notes of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and shall
if required by the Trustee, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental indenture. If the Company shall
so determine, new Senior Notes of any series so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Senior Notes of such series, with the Notes
Guarantee endorsed thereon.


                                   ARTICLE TEN

                                    COVENANTS

SECTION 1001.     PAYMENT OF PRINCIPAL AND INTEREST.
                  ---------------------------------

         The Company covenants and agrees for the benefit of each series of
Senior Notes that it will duly and punctually pay the principal of (and premium,
if any) and interest on the Senior Notes of that series in accordance with the
terms of the Senior Notes and this Indenture.

SECTION 1002.     MAINTENANCE OF OFFICE OR AGENCY.
                  -------------------------------

         The Company and the Guarantor will maintain an office or agency where
Senior Notes of each series and the Notes Guarantee may be presented or
surrendered for payment, where Senior Notes of that series may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Company or the Guarantor in respect of the Senior Notes of that series
and this Indenture may be served. The Company or the Guarantor will give prompt
written notice to the Trustee of the location, and any change in the location,
of such office or agency. If at any time the Company or the Guarantor shall fail
to maintain any such required office or agency in respect of any series of
Senior Notes or shall fail to furnish the Trustee with the address thereof, such
presentations and surrenders of Senior Notes of that series may be made and
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, and each of the Company and the Guarantor hereby appoints the Trustee
as its agent to receive such respective presentations, surrenders, notices and
demands.

         The Company or the Guarantor may also from time to time designate one
or more other offices or agencies where the Senior Notes of one or more series
may be presented or surrendered for any or all such purposes and may from time
to time rescind such designations. The Company and the Guarantor will give
prompt written notice to the Trustee of any such designation or rescission and
of any change in the location of any such other office or agency.

         The Company and the Guarantor may appoint an Affiliate thereof as an
agency for any of the foregoing purposes.

SECTION 1003.     MONEY FOR SENIOR NOTES PAYMENTS TO BE HELD IN TRUST.
                  ---------------------------------------------------

         If the Company or one of its Affiliates shall at any time act as its
own Paying Agent with respect to any series of Senior Notes, it will, on or
before each due date of the principal of (and premium, if any) or interest on
any of the Senior Notes of that series, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum sufficient to pay the principal
(and premium, if any) or interest so becoming due until such sums shall be paid
to such Persons or otherwise disposed of as herein provided and will promptly
notify the Trustee of its action or failure so to act.

         Whenever the Company shall have one or more Paying Agents for any
series of Senior Notes, it will, prior to each due date of the principal of (and
premium, if any) or interest on any Senior Notes of that series, deposit with a
Paying Agent a sum sufficient to pay the principal (and premium, if any) or
interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal, premium or interest, and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of its action
or failure so to act.

         The Company will cause each Paying Agent for any series of Senior Notes
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent will:

                  (1) hold all sums held by it for the payment of the principal
         of (and premium, if any) or interest on Senior Notes of that series in
         trust for the benefit of the Persons entitled thereto until such sums
         shall be paid to such Persons or otherwise disposed of as herein
         provided;

                  (2) give the Trustee notice of any default by the Company (or
         any other obligor upon the Senior Notes of that series) in the making
         of any payment of principal of (and premium, if any) or interest on the
         Senior Notes of that series; and

                  (3) at any time during the continuance of any such default,
         upon the written request of the Trustee, forthwith pay to the Trustee
         all sums so held in trust by such Paying Agent.

         The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company or an Affiliate, in trust for the payment of the principal of
(and premium, if any) or interest on any Senior Note of any series and remaining
unclaimed for two years after such principal (and premium, if any) or interest
has become due and payable shall be paid to the Company on Company Request, or
(if then held by the Company or an Affiliate) shall be discharged from such
trust; and the Holder of such Senior Note shall thereafter, as an unsecured
general creditor, look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Company or such Affiliate as trustee thereof, shall
thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Company cause to be published once, in a newspaper of general circulation in New
York City notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be repaid
to the Company.

SECTION 1004.     CORPORATE EXISTENCE.
                  -------------------

         Subject to Article Eight, each of the Company and the Guarantor will do
or cause to be done all things necessary to preserve and keep in full force and
effect its corporate existence and its rights (charter and statutory) and
franchises; provided, however, that neither the Company nor the Guarantor shall
be required to preserve any such right or franchise if its Board of Directors
shall determine that the preservation thereof is no longer desirable in the
conduct of its business, and that the loss thereof is not disadvantageous in any
material respect to the Holders.

SECTION 1005.     STATEMENT AS TO COMPLIANCE.
                  --------------------------

         (a) The Company and the Guarantor shall deliver to the Trustee, within
120 days after the end of each fiscal year, a written statement, which need not
comply with Section 102, signed by the principal executive officer, the
principal financial officer or the principal accounting officer of the Company
and the Guarantor, as to his or her knowledge of the Company's and the
Guarantor's compliance with all conditions and covenants under this Indenture.
For purposes of this Section 1005, such compliance shall be determined without
regard to any period of grace or requirement of notice under this Indenture.

         (b) The Company shall deliver to the Trustee, within five days after
the occurrence thereof, written notice of any event which after notice or lapse
of time or both would become an Event of Default pursuant to Section 501.

SECTION 1006.     WAIVER OF CERTAIN COVENANTS.
                  ---------------------------

         The Company and the Guarantor may omit in any particular instance to
comply with any term, provision or condition set forth in Section 1004 with
respect to the Senior Notes of any series if before the time for such compliance
the Holders of at least a majority in principal amount of the Outstanding Senior
Notes of such series shall, by Act of such Holders, either waive such compliance
in such instance or generally waive compliance with such term, provision or
condition, but no such waiver shall extend to or affect such term, provision or
condition except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Company and the Guarantor and the
duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect.


                                 ARTICLE ELEVEN

                           REDEMPTION OF SENIOR NOTES

SECTION 1101.     APPLICABILITY OF ARTICLE.
                  ------------------------

         Senior Notes of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 301 for Senior Notes of any
series) in accordance with this Article.

SECTION 1102.     ELECTION TO REDEEM; NOTICE TO TRUSTEE.
                  -------------------------------------

         The election of the Company to redeem any Senior Notes shall be
evidenced by a Board Resolution. In case of any redemption at the election of
the Company of all of the Senior Notes of any series, the Company shall, at
least 60 days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee in
writing of such Redemption Date. In case of any redemption at the election of
the Company of less than all the Senior Notes of any series, the Company shall,
at least 60 days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee in
writing of such Redemption Date and of the principal amount of Senior Notes of
such series to be redeemed. In the case of any redemption of Senior Notes (i)
prior to the expiration of any restriction on such redemption provided in the
terms of such Senior Notes or elsewhere in this Indenture, or (ii) pursuant to
an election of the Company which is subject to a condition specified in the
terms of such Senior Notes, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restriction or condition.

SECTION 1103.     SELECTION BY TRUSTEE OF SENIOR NOTES TO BE REDEEMED.
                  ---------------------------------------------------

         If the Senior Notes are registered in the name of only one Holder, any
partial redemptions shall be pro rata. If the Senior Notes are held in
definitive form by more than one Holder and if less than all the Senior Notes of
any series are to be redeemed, the particular Senior Notes to be redeemed shall
be selected not more than 60 days prior to the Redemption Date by the Trustee,
from the Outstanding Senior Notes of such series not previously called for
redemption, by lot or other such method as the Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of portions
(equal to the minimum authorized denomination for Senior Notes of that series or
any integral multiple thereof) of the principal amount of Senior Notes of such
series of a denomination larger than the minimum authorized denomination for
Senior Notes of that series.

         The Trustee shall promptly notify the Company in writing of the Senior
Notes selected for redemption and, in the case of any Senior Notes selected for
partial redemption, the principal amount thereof to be redeemed.

         For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Senior Notes shall
relate, in the case of any Senior Notes redeemed or to be redeemed only in part,
to the portion of the principal amount of such Senior Notes which has been or is
to be redeemed.

SECTION 1104.     NOTICE OF REDEMPTION.
                  --------------------

         Notice of redemption shall be given in the manner provided in Section
106 to the Holders of Senior Notes to be redeemed not less than 30 nor more than
60 days prior to the Redemption Date.

         All notices of redemption shall state:

                  (1) the Redemption Date,

                  (2) the Redemption Price, or if not then ascertainable, the
         manner of calculation thereof,

                  (3) if less than all the Outstanding Senior Notes of any
         series are to be redeemed, the identification (and, in the case of
         partial redemption, the principal amounts) of the particular Senior
         Notes to be redeemed,

                  (4) that on the Redemption Date the Redemption Price will
         become due and payable upon each such Senior Note to be redeemed and,
         if applicable, that interest thereon will cease to accrue on and after
         said date,

                  (5) the place or places where such Senior Notes are to be
         surrendered for payment of the Redemption Price,

                  (6)      the CUSIP Numbers; and

                  (7) that the redemption is for a sinking fund, if such is the
         case.

         Notice of redemption of Senior Notes to be redeemed at the election of
the Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company.

         The Company shall give the Trustee prompt notice of the amount of any
Redemption Price that is subject to calculation, promptly after the calculation
thereof.

SECTION 1105.     DEPOSIT OF REDEMPTION PRICE.
                  ---------------------------

         Except as otherwise provided in a supplemental indenture pursuant to
Section 301, prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company or its Affiliate is acting as
its own Paying Agent, segregate and hold in trust as provided in Section 1003)
an amount of money sufficient to pay the Redemption Price of and accrued
interest, if any, on all the Senior Notes which are to be redeemed on that date.

SECTION 1106.     SENIOR NOTES PAYABLE ON REDEMPTION DATE.
                  ---------------------------------------

         Notice of redemption having been given as aforesaid, the Senior Notes
so to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified together with any accrued interest thereon,
and from and after such date (unless the Company shall default in the payment of
the Redemption Price and accrued interest) such Senior Notes shall cease to bear
interest. Upon surrender of any such Senior Note for redemption in accordance
with such notice, such Senior Note shall be paid by the Company at the
Redemption Price, together with accrued interest, if any, to the Redemption
Date; provided, however, that, except as otherwise provided in a supplemental
indenture pursuant to Section 301, installments of interest on Senior Notes
whose Stated Maturity is on or prior to the Redemption Date shall be payable to
the Holders of such Senior Notes, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 305.

         If any Senior Note called for redemption shall not be so paid upon
surrender thereof for redemption, the principal (and premium, if any) shall,
until paid, bear interest from the Redemption Date at the rate prescribed
therefor in the Senior Note.

SECTION 1107.     SENIOR NOTES REDEEMED IN PART.
                  -----------------------------

                  Any Senior Note that is to be redeemed only in part shall be
surrendered at an office or agency of the Company therefor (with, if the Company
or the Trustee so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Company and the Trustee duly executed by,
the Holder thereof or his attorney duly authorized in writing), and the Company
shall execute, and the Trustee shall authenticate and deliver to the Holder of
such Senior Note without service charge, a new Senior Note of the same series,
Stated Maturity and original issue date of any authorized denomination as
requested by such Holder with the Notes Guarantee endorsed thereon, in aggregate
principal amount equal to and in exchange for the unredeemed portion of the
principal of the Senior Note so surrendered.


                                 ARTICLE TWELVE

                                  SINKING FUNDS

SECTION 1201.     APPLICABILITY OF ARTICLE.
                  ------------------------

         The provisions of this Article shall be applicable to any sinking fund
for the retirement of Senior Notes of a series except as otherwise specified as
contemplated by Section 301 for Senior Notes of such series.

         The minimum amount of any sinking fund payment provided for by the
terms of Senior Notes of any series is herein referred to as a "mandatory
sinking fund payment", and any payment in excess of such minimum amount provided
for by the terms of Senior Notes of any series is herein referred to as an
"optional sinking fund payment". If provided for by the terms of Senior Notes of
any series, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 1202. Each sinking fund payment shall be
applied to the redemption of Senior Notes of any series as provided for by the
terms of Senior Notes of such series.

SECTION 1202.     SATISFACTION OF SINKING FUND PAYMENTS WITH SENIOR NOTES.
                  -------------------------------------------------------

         The Company (1) may deliver Outstanding Senior Notes of a series (other
than any previously called for redemption), and (2) may apply as a credit Senior
Notes of a series which have been redeemed either at the election of the Company
pursuant to the terms of such Senior Notes or through the application of
permitted optional sinking fund payments pursuant to the terms of such Senior
Notes, in each case in satisfaction of all or any part of any sinking fund
payment with respect to the Senior Notes of such series required to be made
pursuant to the terms of such Senior Notes as provided for by the terms of such
series; provided that such Senior Notes have not been previously so credited.
Such Senior Notes shall be received and credited for such purpose by the Trustee
at the Redemption Price specified in such Senior Notes for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly.

SECTION 1203.     REDEMPTION OF SENIOR NOTES FOR SINKING FUND.
                  -------------------------------------------

         Not less than 60 days prior to each sinking fund payment date for any
series of Senior Notes, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivering and crediting Senior Notes of that series
pursuant to Section 1202 and stating the basis for such credit and that such
Senior Notes have not previously been so credited and will also deliver to the
Trustee any Senior Notes to be so delivered. Not less than 30 days before each
such sinking fund payment date the Trustee shall select the Senior Notes to be
redeemed upon such sinking fund payment date in the manner specified in Section
1103 and cause notice of the redemption thereof to be given in the name of and
at the expense of the Company in the manner provided in Section 1104. Such
notice having been duly given, the redemption of such Senior Notes shall be made
upon the terms and in the manner stated in Sections 1106 and 1107.


                                ARTICLE THIRTEEN

                                 NOTES GUARANTEE

SECTION 1301.     GUARANTEE.
                  ---------

         The Guarantor hereby irrevocably and unconditionally guarantees to each
Holder of a Senior Note of each series the due and punctual payment of the
principal of and any premium and interest on such Senior Note when and as the
same shall become due and payable, whether at the Stated Maturity, by
declaration of acceleration, call for redemption or otherwise, in accordance
with the terms of such Senior Note and this Indenture, regardless of any
defense, right of set-off or counterclaim that the Guarantor may have or assert,
except the defense of payment. The Guarantor's obligation to make a payment
under this Article Thirteen may be satisfied by direct payment of the required
amounts by the Guarantor to the Paying Agent on behalf of the Holders or by
causing the Company to pay such amounts to the Paying Agent on behalf of the
Holders.

         To the extent permitted under applicable law, if any Holder or the
Trustee is required by a final non-appealable judgment of any court or otherwise
to return to either the Company or the Guarantor, or any custodian, trustee,
liquidator or other similar official acting in relation to the Company or the
Guarantor, any amount paid by either the Company or the Guarantor to such Holder
or the Trustee, the Notes Guarantee, to the extent theretofore discharged, shall
be reinstated in full force and effect. To the extent permitted under applicable
law, the Guarantor further agrees that, as between the Guarantor, on the one
hand, and the Holders and the Trustee, on the other hand, (x) the maturity of
the obligations guaranteed hereby may be accelerated as provided in Article Five
for the purpose of the Notes Guarantee, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the obligations
guaranteed by the Notes Guarantee, and (y) in the event of any acceleration of
such obligations as provided in Article Five, such obligations (whether or not
due and payable) shall forthwith become due and payable by the Guarantor for the
purpose of the Notes Guarantee.

         The Notes Guarantee set forth in this Section 1301 shall not be valid
or become obligatory for any purpose with respect to a Senior Note until the
certificate of authentication on such Senior Note shall have been authenticated
by or on behalf of the Trustee by manual signature.

SECTION 1302.     WAIVER OF NOTICE AND DEMAND.
                  ---------------------------

         The Guarantor hereby waives notice of acceptance of the Notes Guarantee
and of any liability to which it applies or may apply, presentment, demand for
payment, any right to require a proceeding first against the Company or any
other Person before proceeding against the Guarantor, protest, notice of
nonpayment, notice of dishonor, notice of redemption and all other notices and
demands.

SECTION 1303.     GUARANTOR OBLIGATIONS NOT AFFECTED.
                  ----------------------------------

         The obligations of the Guarantor under this Article Thirteen shall in
no way be affected or impaired by reason of the happening from time to time of
any of the following:

                  (a) the release or waiver, by operation of law or otherwise,
         of the performance or observance by the Company of any express or
         implied agreement, covenant, term or condition relating to the Senior
         Notes to be performed or observed by the Company;

                  (b) any failure, omission, delay or lack of diligence on the
         part of the Holders to enforce, assert or exercise any right,
         privilege, power or remedy conferred on the Holders pursuant to the
         terms of this Indenture or the Senior Notes, or any action on the part
         of the Company granting indulgence or extension of any kind;

                  (c) the voluntary or involuntary liquidation, dissolution,
         sale of any collateral, receivership, insolvency, bankruptcy,
         assignment for the benefit of creditors, reorganization, arrangement,
         composition or readjustment of debt of, or other similar proceedings
         affecting, the Company or any of the assets of the Company;

                  (d) any invalidity of, or defect or deficiency in, the Senior
         Notes;

                  (e) the settlement or compromise of any obligation guaranteed
         hereby or hereby incurred; or

                  (f) any other circumstance whatsoever that might otherwise
         constitute a legal or equitable discharge or defense of a guarantor
         (other than payment of the underlying obligation), it being the intent
         of this Article Thirteen that the obligations of the Guarantor
         hereunder shall be absolute and unconditional under any and all
         circumstances.

         There shall be no obligation of the Holders to give notice to, or
obtain the consent of, the Guarantor with respect to the happening of any of the
foregoing.

         The Notes Guarantee shall constitute a guaranty of payment and not of
collection.

SECTION 1304.     FORM OF GUARANTEE.
                  -----------------

         A notation of the Notes Guarantee shall be set forth on each Senior
Note in substantially the following form:

         FOR VALUE RECEIVED, THE SOUTHERN COMPANY, a corporation duly organized
and existing under the laws of the State of Delaware (the "Guarantor", which
term includes any successor Person under the Indenture referred to in the Senior
Note upon which this notation of the Notes Guarantee is endorsed) hereby
irrevocably and unconditionally guarantees to the Trustee under the Indenture
and the Holder of this Senior Note issued by Southern Company Capital Funding,
Inc. (the "Company"), pursuant to the terms of the Notes Guarantee contained in
Article Thirteen of the Indenture, the due and punctual payment of the principal
of and premium, if any, and interest on this Senior Note, when and as the same
shall become due and payable, whether at the Stated Maturity, by declaration of
acceleration, call for redemption or otherwise, in accordance with the terms of
this Senior Note and the Indenture.

         The obligations of the Guarantor to the Holders of the Senior Notes and
to the Trustee pursuant to the Notes Guarantee and the Indenture are expressly
set forth in Article Thirteen of the Indenture, and reference is hereby made to
such Article and Indenture for the precise terms of the Notes Guarantee.

         THIS NOTES GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.

         This Notes Guarantee shall not be valid or obligatory for any purpose
until the certificate of authentication on the Senior Note upon which this
notation of the Notes Guarantee is endorsed shall have been executed by the
Trustee under the Indenture by the manual signature of one of its authorized
officers.


(SEAL)                                               THE SOUTHERN COMPANY

Attest:


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

SECTION 1305.     EXECUTION OF GUARANTEE.
                  ----------------------

         To evidence the Notes Guarantee to the Holders specified in Section
1301, the Guarantor hereby agrees to execute the notation of the Notes
Guarantee, in substantially the form set forth in Section 1304, to be endorsed
on each Senior Note authenticated and delivered by the Trustee. The Guarantor
hereby agrees that the Notes Guarantee set forth in Section 1301 shall remain in
full force and effect notwithstanding any failure to endorse on each Senior Note
a notation of the Notes Guarantee. Each such notation of the Notes Guarantee
shall be signed on behalf of the Guarantor, by a director or officer, prior to
the authentication of the Senior Note on which it is endorsed, and the delivery
of such Senior Note by the Trustee, after the due authentication thereof by the
Trustee hereunder, shall constitute due delivery of the Notes Guarantee on
behalf of the Guarantor. Such signature upon the notation of the Notes Guarantee
may be a manual or facsimile signature of any such director or officer and may
be imprinted or otherwise reproduced below the notation of the Notes Guarantee,
and in case any such director or officer who shall have signed the notation of
the Notes Guarantee shall cease to be such director or officer before the Senior
Note on which such notation is endorsed shall have been authenticated and
delivered by the Trustee or disposed of by the Company, such Senior Note
nevertheless may be authenticated and delivered or disposed of as though the
person who signed the notation of the Notes Guarantee had not ceased to be such
director or officer of the Guarantor.

SECTION 1306.     SUBROGATION.
                  -----------

         The Guarantor shall be subrogated to all rights (if any) of the Holders
against the Company in respect of any amounts paid to the Holders by the
Guarantor under this Article Thirteen with respect to any series of Senior
Notes; provided, however, that the Guarantor shall not (except to the extent
required by mandatory provisions of law) be entitled to enforce or exercise any
rights which it may acquire by way of subrogation or any indemnity,
reimbursement or other agreement, in all cases as a result of payment under this
Article Thirteen with respect to a series of Senior Notes if, at the time of any
such payment, any amounts are due and unpaid under such series of Senior Notes.
If any amount shall be paid to the Guarantor in violation of the preceding
sentence, the Guarantor agrees to hold such amount in trust for the Holders and
to pay over such amount to the Holders.

SECTION 1307.     INDEPENDENT OBLIGATIONS.
                  -----------------------

         The Guarantor acknowledges that its obligations hereunder are
independent of the obligations of the Company with respect to the Senior Notes
and that the Guarantor shall be liable as principal and as debtor hereunder to
make payments pursuant to the terms of the Notes Guarantee notwithstanding the
occurrence of any event referred to in subsections (a) through (g), inclusive,
of Section 1303 hereof.


                                ARTICLE FOURTEEN

                            MISCELLANEOUS PROVISIONS

SECTION 1401.     NO RECOURSE AGAINST OTHERS.
                  --------------------------

         An incorporator or any past, present or future director, officer,
employee or stockholder, as such, of the Company or the Guarantor shall not have
any liability for any obligations of the Company or the Guarantor under the
Senior Notes, the Notes Guarantee or this Indenture or for any claim based on,
in respect of or by reason of such obligations or their creation. By accepting a
Senior Note, each Holder shall waive and release all such liability. Such waiver
and release shall be part of the consideration for the issue of the Senior
Notes.

SECTION 1402.     ASSIGNMENT; BINDING EFFECT.
                  --------------------------

         The Company shall have the right at all times to assign any of its
rights or obligations under this Indenture to a direct or indirect wholly-owned
subsidiary of the Guarantor, provided that, in the event of any such assignment,
the Company shall remain primarily liable for the performance of all such
obligations. This Indenture may also be assigned by the Company or the Guarantor
in connection with a transaction described in Article Eight. This Indenture
shall be binding upon and inure to the benefit of the Company, the Guarantor,
the Trustee, the Holders, any Security Registrar, Paying Agent and
Authenticating Agent and their respective successors and assigns.


         This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.



<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.


                                             SOUTHERN COMPANY CAPITAL
                                             FUNDING, INC.


                                             By
                                             ----------------------------------
                                                         Vice President


Attest:




Assistant Secretary

                                             THE SOUTHERN COMPANY


                                             By
                                               --------------------------------
                                               Financial Vice President

Attest:



Assistant Secretary

                                             THE BANK OF NEW YORK
                                             Trustee


                                             By
                                              ---------------------------------


Attest:


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>3
<FILENAME>ex5.txt
<TEXT>

                                                                    Exhibit 5.1
                              Troutman Sanders LLP
                              600 Peachtree Street
                             Atlanta, Georgia 30308
                                  404-885-3000

                                  July 16, 2001


The Southern Company
270 Peachtree Street, N.W.
Atlanta, Georgia  30303

Southern Company Capital Funding, Inc.
1403 Foulk Road, Suite 102
Wilmington, Delaware 19803

         Re:  Registration Statement on Form S-3

Ladies and Gentlemen:

         We are acting as counsel to The Southern Company ("Southern") and
Southern Company Capital Funding, Inc. ("Capital") in connection with the
above-referenced Registration Statement on Form S-3 filed with the Securities
and Exchange Commission (the "Commission") on July 16, 2001 (the "Registration
Statement"), for the registration under the Securities Act of 1933, as amended
(the "Act"), of (1) Junior Subordinated Notes (the "Junior Subordinated Notes")
to be issued by Capital, (2) Trust Preferred Securities (the "Preferred
Securities") to be issued by Southern Company Capital Trust VI and Southern
Company Capital Trust VII (each, a "Trust"), (3) Southern's guarantees of the
Preferred Securities (the "Preferred Securities Guarantees"), (4) Southern's
guarantees of the Junior Subordinated Notes (the "Junior Subordinated Notes
Guarantees"), (5) Senior Notes (the "Senior Notes" and, together with the Junior
Subordinated Notes, the "Notes") to be issued by Capital and (6) Southern's
guarantees of the Senior Notes (the "Senior Notes Guarantees" and, together with
the Junior Notes Guarantees, the "Guarantees"). The Junior Subordinated Notes
and the Junior Subordinated Notes Guarantees will be issued pursuant to a
subordinated note indenture, as supplemented, among Southern, Capital and the
trustee named therein (the "Subordinated Note Indenture"), the Preferred
Securities Guarantees will be issued pursuant to a guarantee agreement between
Southern and the trustee named therein (the "Preferred Securities Guarantee
Agreements") and the Senior Notes and the Senior Notes Guarantees will be issued
pursuant to a senior note indenture, as supplemented, among Southern, Capital
and the trustee named therein (the "Senior Note Indenture" and, together with
the Subordinated Note Indenture, the "Indentures"), in each case in the
respective forms filed as exhibits to the Registration Statement.


<PAGE>



         We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such documents, corporate records, certificates of
public officials and other instruments as we have deemed necessary for the
purposes of rendering this opinion.

         On the basis of the foregoing, we are of the opinion that:

         1. When the Indentures and any supplemental indenture to be entered
into in connection with the issuance of any Note have been duly authorized,
executed and delivered by the trustee, Capital and Southern, the specific terms
of a particular Note have been duly authorized and established in accordance
with the applicable Indenture and such Note has been duly authorized, executed,
authenticated, issued and delivered in accordance with the applicable Indenture
and the applicable underwriting or other agreement, such Note will constitute a
valid and binding obligation of Capital, enforceable in accordance with its
terms, subject to (a) bankruptcy, insolvency, reorganization, fraudulent
transfer, moratorium or similar laws now or hereafter in effect relating to or
affecting the enforcement of creditors' rights generally and (b) general
principles of equity (regardless of whether considered in a proceeding at law or
in equity).

         2. When the applicable Preferred Securities Guarantee Agreement has
been duly authorized, executed and delivered and the Preferred Securities have
been duly issued and delivered by the applicable Trust as contemplated by the
Registration Statement and any prospectus supplement relating thereto, the
Preferred Securities Guarantees will constitute valid and binding obligations of
Southern, enforceable in accordance with their terms, subject to (a) bankruptcy,
insolvency, reorganization, fraudulent transfer, moratorium or similar laws now
or hereafter in effect relating to or affecting the enforcement of creditors'
rights generally and (b) general principles of equity (regardless of whether
considered in a proceeding at law or in equity).

         3. When the Indentures and any supplemental indenture to be entered
into in connection with the issuance of any Guarantee have been duly authorized,
executed and delivered by the parties thereto, the specific terms of a
particular Guarantee have been duly authorized and established in accordance
with the applicable Indenture and any Guarantee has been duly authorized,
executed, issued and delivered in accordance with the applicable Indenture and
the applicable underwriting or other agreement, such Guarantee will constitute a
valid and binding obligation of Southern, enforceable in accordance with its
terms, subject to (a) bankruptcy, insolvency, reorganization, fraudulent
transfer, moratorium or similar laws now or hereafter in effect relating to or
affecting the enforcement of creditors' rights generally and (b) general
principles of equity (regardless of whether considered in a proceeding at law or
in equity).

         In connection with the opinions expressed above, we have assumed that,
at or prior to the time of the delivery of any such security, (i) the Board of
Directors of Southern or Capital, as applicable, shall have duly established the
terms of such security and duly authorized the issuance and sale of such
security and such authorization shall not have been modified or rescinded; (ii)
the Registration Statement shall have been declared effective and such
effectiveness shall not have been terminated or


<PAGE>


rescinded; (iii) the issuance of the securities shall be in compliance with the
pertinent provisions of the Act, the Trust Indenture Act of 1939, as amended,
the Public Utility Holding Company Act of 1935, as amended, and the applicable
securities or blue sky laws of various jurisdictions; and (iv) there shall not
have occurred any change in law affecting the validity or enforceability of such
security. We have also assumed that none of the terms of any security to be
established subsequent to the date hereof, nor the issuance and delivery of such
security, nor the compliance by each of Capital and Southern with the terms of
such security will violate any applicable law or will result in a violation of
any provision of any instrument or agreement then binding upon each of Capital
and Southern, or any restriction imposed by any court or governmental body
having jurisdiction over Capital or Southern.

         In rendering the foregoing opinions, with respect to matters of New
York law, we have relied on the opinion of Dewey Ballantine LLP attached hereto
as Annex I.

         We are members of the State Bar of Georgia and we do not express any
opinion herein concerning any law other than the law of the State of Georgia,
the General Corporation Law of the State of Delaware and the federal law of the
United States and, to the extent set forth herein, the laws of the State of New
York.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the statements with respect to our firm under the
caption "Legal Matters" in the Registration Statement. In giving the foregoing
consent, we do not hereby admit that we come within the category of persons
whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission thereunder. This opinion may not be furnished or
quoted to, or relied upon by, any other person for any purpose, without our
prior written consent.

                                                     Very truly yours,

                                                     /s/Troutman Sanders LLP

                                                     TROUTMAN SANDERS LLP

<PAGE>
                                                                        Annex I


                              Dewey Ballantine LLP
                           1301 Avenue of the Americas
                            New York, New York 10019


                                                              July 16, 2001


Troutman Sanders LLP
600 Peachtree Street, N.E.
Suite 5200
Atlanta, Georgia  30308

         Re:  Registration Statement on Form S-3

Ladies and Gentlemen:

         We are acting as counsel to the underwriters in connection with the
above-referenced Registration Statement on Form S-3 filed with the Securities
and Exchange Commission (the "Commission") on July 16, 2001 (the "Registration
Statement"), for the registration under the Securities Act of 1933, as amended
(the "Act"), of (1) Junior Subordinated Notes (the "Junior Subordinated Notes")
to be issued by Southern Company Capital Funding, Inc. ("Capital"), (2) Trust
Preferred Securities (the "Preferred Securities") to be issued by Southern
Company Capital Trust VI and Southern Company Capital Trust VII (each, a
"Trust"), (3) guarantees of The Southern Company ("Southern") relating to the
Preferred Securities (the "Preferred Securities Guarantees"), (4) guarantees of
Southern relating to the Junior Subordinated Notes (the "Junior Subordinated
Notes Guarantees"), (5) Senior Notes (the "Senior Notes" and, together with the
Junior Subordinated Notes, the "Notes") to be issued by Capital and (6)
guarantees of Southern relating to the Senior Notes (the "Senior Notes
Guarantees" and, together with the Junior Notes Guarantees, the "Guarantees").
The Junior Subordinated Notes and the Junior Subordinated Notes Guarantees will
be issued pursuant to a subordinated note indenture, as supplemented, among
Southern, Capital and the trustee named therein (the "Subordinated Note
Indenture"), the Preferred Securities Guarantees will be issued pursuant to a
guarantee agreement between Southern and the trustee named therein (the
"Preferred Securities Guarantee Agreements") and the Senior Notes and the Senior
Notes Guarantees will be issued pursuant to a senior note indenture, as
supplemented, among Southern, Capital and the trustee named therein (the "Senior
Note Indenture" and, together with the Subordinated Note Indenture, the
"Indentures"), in each case in the respective forms filed as exhibits to the
Registration Statement.

         We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such documents, corporate records, certificates of
public officials and other instruments as we have deemed necessary for the
purposes of rendering this opinion.


<PAGE>

Troutman Sanders LLP
July 16, 2001
Page 2





         On the basis of the foregoing, we are of the opinion that:

         1. When the Indentures and any supplemental indenture to be entered
into in connection with the issuance of any Note have been duly authorized,
executed and delivered by the trustee, Capital and Southern, the specific terms
of a particular Note have been duly authorized and established in accordance
with the applicable Indenture and such Note has been duly authorized, executed,
authenticated, issued and delivered in accordance with the applicable Indenture
and the applicable underwriting or other agreement, such Note will constitute a
valid and binding obligation of Capital, enforceable in accordance with its
terms, subject to (a) bankruptcy, insolvency, reorganization, fraudulent
transfer, moratorium or similar laws now or hereafter in effect relating to or
affecting the enforcement of creditors' rights generally and (b) general
principles of equity (regardless of whether considered in a proceeding at law or
in equity).

         2. When the applicable Preferred Securities Guarantee Agreement has
been duly authorized, executed and delivered and the Preferred Securities have
been duly issued and delivered by the applicable Trust as contemplated by the
Registration Statement and any prospectus supplement relating thereto, the
Preferred Securities Guarantees will constitute valid and binding obligations of
Southern, enforceable in accordance with their terms, subject to (a) bankruptcy,
insolvency, reorganization, fraudulent transfer, moratorium or similar laws now
or hereafter in effect relating to or affecting the enforcement of creditors'
rights generally and (b) general principles of equity (regardless of whether
considered in a proceeding at law or in equity).

         3. When the Indentures and any supplemental indenture to be entered
into in connection with the issuance of any Guarantee have been duly authorized,
executed and delivered by the parties thereto, the specific terms of a
particular Guarantee have been duly authorized and established in accordance
with the applicable Indenture and any Guarantee has been duly authorized,
executed, issued and delivered in accordance with the applicable Indenture and
the applicable underwriting or other agreement, such Guarantee will constitute a
valid and binding obligation of Southern, enforceable in accordance with its
terms, subject to (a) bankruptcy, insolvency, reorganization, fraudulent
transfer, moratorium or similar laws now or hereafter in effect relating to or
affecting the enforcement of creditors' rights generally and (b) general
principles of equity (regardless of whether considered in a proceeding at law or
in equity).

         In connection with the opinions expressed above, we have assumed that,
at or prior to the time of the delivery of any such security, (i) the Board of
Directors of Southern or Capital, as applicable, shall have duly established the
terms of such security and duly authorized the issuance and sale of such

<PAGE>


Troutman Sanders LLP
July 16, 2001
Page 3





security and such authorization shall not have been modified or rescinded; (ii)
the Registration Statement shall have been declared effective and such
effectiveness shall not have been terminated or rescinded; (iii) the issuance of
the securities shall be in compliance with the pertinent provisions of the Act,
the Trust Indenture Act of 1939, as amended, the Public Utility Holding Company
Act of 1935, as amended, and the applicable securities or blue sky laws of
various jurisdictions; and (iv) there shall not have occurred any change in law
affecting the validity or enforceability of such security. We have also assumed
that none of the terms of any security to be established subsequent to the date
hereof, nor the issuance and delivery of such security, nor the compliance by
each of Capital and Southern with the terms of such security will violate any
applicable law or will result in a violation of any provision of any instrument
or agreement then binding upon each of Capital and Southern, or any restriction
imposed by any court or governmental body having jurisdiction over Capital or
Southern.

         We are members of the State Bar of New York and we do not express any
opinion herein concerning any law other than the law of the State of New York.

         This opinion is furnished solely for your benefit in connection with
your rendering an opinion to Southern and Capital to be filed as Exhibit 5.1 to
the Registration Statement and we hereby consent to your attaching this opinion
as an annex to such opinion. This opinion may not be relied upon by you for any
other purpose, or quoted to or relied upon by any other person, firm or entity
for any purpose, without our prior written consent.

                                Very truly yours,

                                /s/Dewey Ballantine LLP

                                DEWEY BALLANTINE LLP


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.2-A
<SEQUENCE>4
<FILENAME>ex5_2a.txt
<TEXT>

                                                                   Exhibit 5.2-A

                           Richards, Layton & Finger
                               One Rodney Square
                           Wilmington, Delaware 19899
                                  302-658-6541



                                  July 16, 2001


Southern Company Capital Trust VI
c/o Southern Company Capital Funding, Inc.
270 Peachtree Street, N.W.
Atlanta, Georgia 30303



                  Re:      Southern Company Capital Trust VI


Ladies and Gentlemen:

                  We have acted as special Delaware counsel for The Southern
Company, a Delaware corporation ("Southern"), Southern Company Capital Funding,
Inc., a Delaware corporation ("Capital") and Southern Company Capital Trust VI,
a Delaware business trust (the "Trust"), in connection with the matters set
forth herein. At your request, this opinion is being furnished to you.

                  For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:

                  (a) The Certificate of Trust of the Trust, dated September 28,
1998 (the "Certificate"), as filed with the office of the Secretary of State of
the State of Delaware (the "Secretary of State") on September 28, 1998;

                  (b) The Trust Agreement of the Trust, dated as of September
28, 1998, between Capital, as Depositor, and the trustee of the Trust named
therein;

                  (c) The Registration Statement (the "Registration Statement")
on Form S-3, including a preliminary prospectus (the "Prospectus") and a form of
prospectus supplement (the "Prospectus Supplement"), relating to the Trust
Preferred Securities of the Trust representing preferred undivided beneficial
interests in the assets of the Trust (each, a "Preferred Security" and


<PAGE>


Southern Company Capital Trust VI
July 16, 2001
Page 2



collectively, the "Preferred Securities"), filed by Southern, Capital and the
Trust with the Securities and Exchange Commission on or about July 16, 2001;

                  (d) A form of Amended and Restated Trust Agreement for the
Trust, to be entered into among Capital, as depositor, the trustees of the Trust
named therein, and the holders, from time to time, of the undivided beneficial
interests in the assets of the Trust (including Exhibits C and E thereto) (the
"Trust Agreement"), attached as an exhibit to the Registration Statement; and

                  (e) A Certificate of Good Standing for the Trust, dated July
16, 2001, obtained from the Secretary of State.

                  Initially capitalized terms used herein and not otherwise
defined are used as defined in the Trust Agreement.

                  For purposes of this opinion, we have not reviewed any
documents other than the documents listed in paragraphs (a) through (e) above.
In particular, we have not reviewed any document (other than the documents
listed in paragraphs (a) through (e) above) that is referred to in or
incorporated by reference into the documents reviewed by us. We have assumed
that there exists no provision in any document that we have not reviewed that is
inconsistent with the opinions stated herein. We have conducted no independent
factual investigation of our own but rather have relied solely upon the
foregoing documents, the statements and information set forth therein and the
additional matters recited or assumed herein, all of which we have assumed to be
true, complete and accurate in all material respects.

                  With respect to all documents examined by us, we have assumed
(i) the authenticity of all documents submitted to us as authentic originals,
(ii) the conformity with the originals of all documents submitted to us as
copies or forms, and (iii) the genuineness of all signatures.

                  For purposes of this opinion, we have assumed (i) that the
Trust Agreement and the Certificate are in full force and effect and have not
been amended, (ii) except to the extent provided in paragraph 1 below, the due
creation or due organization or due formation, as the case may be, and valid
existence in good standing of each party to the documents examined by us under
the laws of the jurisdiction governing its creation, organization or formation,
(iii) the legal capacity of natural persons who are parties to the documents
examined by us, (iv) that each of the parties to the documents examined by us
has the power and authority to execute and deliver, and to perform its
obligations under, such documents, (v) the due authorization, execution and
delivery by all parties thereto of all documents examined by us, (vi) the
receipt by each Person to whom a Preferred Security is to be issued by the Trust
(collectively, the "Preferred Security Holders") of a Preferred Securities
Certificate for such Preferred Security in the form prescribed


<PAGE>


Southern Company Capital Trust VI
July 16, 2001
Page 3



by the Trust Agreement and the payment for such Preferred Security, in
accordance with the Trust Agreement and the Registration Statement, and (vii)
that the Preferred Securities are issued and sold to the Preferred Security
Holders in accordance with the Trust Agreement and the Registration Statement.
We have not participated in the preparation of the Registration Statement and
assume no responsibility for its contents.

                  This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our opinions
are rendered only with respect to Delaware laws and rules, regulations and
orders thereunder which are currently in effect.

                  Based upon the foregoing, and upon our examination of such
questions of law and statutes of the State of Delaware as we have considered
necessary or appropriate, and subject to the assumptions, qualifications,
limitations and exceptions set forth herein, we are of the opinion that:

                  1. The Trust has been duly created and is validly existing in
good standing as a business trust under the Delaware Business Trust Act.

                  2. The Preferred Securities of the Trust will represent valid
and, subject to the qualifications set forth in paragraph 3 below, fully paid
and nonassessable undivided beneficial interests in the assets of the Trust.

                  3. The Preferred Security Holders, as beneficial owners of the
Trust, will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Preferred Security
Holders may be obligated to make payments as set forth in the Trust Agreement.

                  We consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement. We hereby
consent to the use of our name under the heading "Legal Matters" in the
Prospectus. In giving the foregoing consents, we do not thereby admit that we
come within the category of Persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the


<PAGE>


Southern Company Capital Trust VI
July 16, 2001
Page 4


Securities and Exchange Commission thereunder. Except as stated above, without
our prior written consent, this opinion may not be furnished or quoted to, or
relied upon by, any other Person for any purpose.

                                                     Very truly yours,

                                                  /s/Richards, Layton & Finger



CDK/KAK



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.2-B
<SEQUENCE>5
<FILENAME>ex5_2b.txt
<TEXT>

                                                                   Exhibit 5.2-B

                           Richards, Layton & Finger
                               One Rodney Square
                           Wilmington, Delaware 19899
                                  302-658-6541



                                  July 16, 2001


Southern Company Capital Trust VII
c/o Southern Company Capital Funding, Inc.
270 Peachtree Street, N.W.
Atlanta, Georgia 30303


                  Re:      Southern Company Capital Trust VII

Ladies and Gentlemen:

                  We have acted as special Delaware counsel for The Southern
Company, a Delaware corporation ("Southern"), Southern Company Capital Funding,
Inc., a Delaware corporation ("Capital") and Southern Company Capital Trust VII,
a Delaware business trust (the "Trust"), in connection with the matters set
forth herein. At your request, this opinion is being furnished to you.

                  For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:

                  (a) The Certificate of Trust of the Trust, dated September 28,
1998 (the "Certificate"), as filed with the office of the Secretary of State of
the State of Delaware (the "Secretary of State") on September 28, 1998;

                  (b) The Trust Agreement of the Trust, dated as of September
28, 1998, between Capital, as Depositor, and the trustee of the Trust named
therein;

                  (c) The Registration Statement (the "Registration Statement")
on Form S-3, including a preliminary prospectus (the "Prospectus") and a form of
prospectus supplement (the "Prospectus Supplement"), relating to the Trust
Preferred Securities of the Trust representing preferred undivided beneficial
interests in the assets of the Trust (each, a "Preferred Security" and


<PAGE>


Southern Company Capital Trust VII
July 16, 2001
Page 2



collectively, the "Preferred Securities"), filed by Southern, Capital and the
Trust with the Securities and Exchange Commission on or about July 16, 2001;

                  (d) A form of Amended and Restated Trust Agreement for the
Trust, to be entered into among Capital, as depositor, the trustees of the Trust
named therein, and the holders, from time to time, of the undivided beneficial
interests in the assets of the Trust (including Exhibits C and E thereto) (the
"Trust Agreement"), attached as an exhibit to the Registration Statement; and

                  (e) A Certificate of Good Standing for the Trust, dated July
16, 2001, obtained from the Secretary of State.

                  Initially capitalized terms used herein and not otherwise
defined are used as defined in the Trust Agreement.

                  For purposes of this opinion, we have not reviewed any
documents other than the documents listed in paragraphs (a) through (e) above.
In particular, we have not reviewed any document (other than the documents
listed in paragraphs (a) through (e) above) that is referred to in or
incorporated by reference into the documents reviewed by us. We have assumed
that there exists no provision in any document that we have not reviewed that is
inconsistent with the opinions stated herein. We have conducted no independent
factual investigation of our own but rather have relied solely upon the
foregoing documents, the statements and information set forth therein and the
additional matters recited or assumed herein, all of which we have assumed to be
true, complete and accurate in all material respects.

                  With respect to all documents examined by us, we have assumed
(i) the authenticity of all documents submitted to us as authentic originals,
(ii) the conformity with the originals of all documents submitted to us as
copies or forms, and (iii) the genuineness of all signatures.

                  For purposes of this opinion, we have assumed (i) that the
Trust Agreement and the Certificate are in full force and effect and have not
been amended, (ii) except to the extent provided in paragraph 1 below, the due
creation or due organization or due formation, as the case may be, and valid
existence in good standing of each party to the documents examined by us under
the laws of the jurisdiction governing its creation, organization or formation,
(iii) the legal capacity of natural persons who are parties to the documents
examined by us, (iv) that each of the parties to the documents examined by us
has the power and authority to execute and deliver, and to perform its
obligations under, such documents, (v) the due authorization, execution and
delivery by all parties thereto of all documents examined by us, (vi) the
receipt by each Person to whom a Preferred Security is to be issued by the Trust
(collectively, the "Preferred Security Holders") of a Preferred Securities
Certificate for such Preferred Security in the form prescribed


<PAGE>


Southern Company Capital Trust VII
July 16, 2001
Page 3



by the Trust Agreement and the payment for such Preferred Security, in
accordance with the Trust Agreement and the Registration Statement, and (vii)
that the Preferred Securities are issued and sold to the Preferred Security
Holders in accordance with the Trust Agreement and the Registration Statement.
We have not participated in the preparation of the Registration Statement and
assume no responsibility for its contents.

                  This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our opinions
are rendered only with respect to Delaware laws and rules, regulations and
orders thereunder which are currently in effect.

                  Based upon the foregoing, and upon our examination of such
questions of law and statutes of the State of Delaware as we have considered
necessary or appropriate, and subject to the assumptions, qualifications,
limitations and exceptions set forth herein, we are of the opinion that:

                  1. The Trust has been duly created and is validly existing in
good standing as a business trust under the Delaware Business Trust Act.

                  2. The Preferred Securities of the Trust will represent valid
and, subject to the qualifications set forth in paragraph 3 below, fully paid
and nonassessable undivided beneficial interests in the assets of the Trust.

                  3. The Preferred Security Holders, as beneficial owners of the
Trust, will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Preferred Security
Holders may be obligated to make payments as set forth in the Trust Agreement.

                  We consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement. We hereby
consent to the use of our name under the heading "Legal Matters" in the
Prospectus. In giving the foregoing consents, we do not thereby admit that we
come within the category of Persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the


<PAGE>


Southern Company Capital Trust VII
July 16, 2001
Page 4


Securities and Exchange Commission thereunder. Except as stated above, without
our prior written consent, this opinion may not be furnished or quoted to, or
relied upon by, any other Person for any purpose.

                                                     Very truly yours,

                                                  /s/Richards, Layton & Finger


CDK/KAK



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.1
<SEQUENCE>6
<FILENAME>ex12_1.txt
<TEXT>

                                                                   Exhibit 12.1
                                                                       7/12/101


                              THE SOUTHERN COMPANY
            Computation of ratio of earnings to fixed charges for the
                     the five years ended December 31, 2000
                   and the twelve months ended March 31, 2001


<TABLE>
<CAPTION>

                                                                                                                           Twelve
                                                                                                                           Months
                                                                                                                            Ended
                                                                              Year ended December 31,                     March 31,
                                                         --------------------------------------------------------------
                                                             1996         1997         1998         1999        2000         2001
                                                             ----         ----         ----         ----        ----         ----
                                                         ---------------------------Thousands of Dollars----------------------------
EARNINGS  AS DEFINED  IN ITEM 503 OF REGULATION S-K:
<S>                                                      <C>          <C>          <C>          <C>          <C>          <C>
   Earnings  Before  Interest  and Income Taxes          $2,701,762   $2,876,455   $2,733,939   $3,446,757   $2,429,177   $2,467,234
      AFUDC - Debt funds                                     19,073       14,053       11,914       23,924       44,356       47,648
                                                          ---------    ---------    ---------    ---------    ---------   ----------
         Earnings as defined                             $2,720,835   $2,890,508   $2,745,853   $3,470,681   $2,473,533   $2,514,882
                                                         ==========   ==========   ==========   ==========   ==========   ==========




FIXED CHARGES AS DEFINED IN ITEM 503 OF REGULATION S-K:
   Interest  on long-term  debt                          $  530,067   $  679,696   $  712,819   $  697,747   $  485,488   $  491,660
   Interest on interim  obligations                         107,008      111,694      107,555      183,321      134,035      126,672
   Amort of debt disc, premium  and expense, net             33,184       34,233       65,460      124,835       30,247       30,967
   Other interest  charges                                   68,099      182,827      228,534      259,526      222,694      218,395
                                                         ----------    ---------    ---------    ---------    ---------    ---------
         Fixed charges as defined                        $  738,358   $1,008,450   $1,114,368   $1,265,429   $  872,464   $  867,694
                                                         ==========   ==========   ==========   ==========   ==========   ==========



RATIO OF EARNINGS TO FIXED CHARGES                             3.68         2.87         2.46         2.74         2.84         2.90
                                                               ====         ====         ====         ====         ====         ====

</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.2
<SEQUENCE>7
<FILENAME>ex12_2.txt
<TEXT>

                                                                    Exhibit 12.2
                                                                        7/12/01



                              THE SOUTHERN COMPANY
        Computation of ratio of earnings to fixed charges plus preferred
        dividend requirements for the five years ended December 31, 2000
                   and the twelve months ended March 31, 2001


<TABLE>
<CAPTION>

                                                                                                                           Twelve
                                                                                                                           Months
                                                                                                                           Ended
                                                                            Year ended December 31,                       March 31,
                                                         --------------------------------------------------------------
                                                             1996         1997         1998         1999        2000         2001
                                                             ----         ----         ----         ----        ----         ----
                                                         ----------------------------Thousands of Dollars---------------------------
EARNINGS AS DEFINED IN ITEM 503 OF REGULATION S-K:
<S>                                                      <C>          <C>          <C>          <C>          <C>          <C>
   Earnings  Before  Interest  and Income Taxes          $2,701,762   $2,876,455   $2,733,939   $3,446,757   $2,429,177   $2,467,234
      AFUDC - Debt funds                                     19,073       14,053       11,914       23,924       44,356       47,648
                                                         ----------   ----------   ----------   ----------   ----------   ----------
         Earnings  as defined                            $2,720,835   $2,890,508   $2,745,853   $3,470,681   $2,473,533   $2,514,882
                                                         ==========   ==========   ==========   ==========   ==========   ==========


FIXED CHARGES AS DEFINED IN ITEM 503 OF REGULATION S-K:
   Interest  on long-term  debt                          $  530,067   $  679,696   $  712,819   $  697,747   $  485,488   $  491,660
   Interest  on interim  obligations                        107,008      111,694      107,555      183,321      134,035      126,672
   Amort of debt disc, premium  and expense, net             33,184       34,233       65,460      124,835       30,247       30,967
   Other interest  charges                                   68,099      182,827      228,534      259,526      222,694      218,395
                                                          ---------    ---------    ---------    ---------    ---------    ---------
         Fixed charges as defined                           738,358    1,008,450    1,114,368    1,265,429      872,464      867,694
Tax  deductible   preferred  dividends                        3,775        2,918        1,905        1,631        1,618        1,617
                                                          ---------    ---------    ---------    ---------    ---------    ---------
                                                            742,133    1,011,368    1,116,273    1,267,060      874,082      869,311
                                                         ----------   ----------   ----------   ----------   ----------   ----------
Non-tax  deductible  preferred  dividends                    80,841       39,823       23,384       18,792       17,575       17,684
Ratio  of net income  before  taxes to net income        x    1.619   x    1.804   x    1.508   x    1.491   x    1.565   x    1.570
                                                         ----------   ----------   ----------   ----------   ----------   ----------
Pref  dividend  requirements  before  income  taxes         130,882       71,841       35,263       28,019       27,505       27,764
- -------------------------------------------------------------------   ----------   ----------   ----------   ----------   ----------
Fixed  charges  plus  pref  dividend  requirements       $  873,015   $1,083,209   $1,151,536   $1,295,079   $  901,587   $  897,075
                                                         ==========   ==========   ==========   ==========   ==========   ==========

RATIO OF EARNINGS TO FIXED CHARGES  PLUS
   PREFERRED  DIVIDEND  REQUIREMENTS                           3.12         2.67         2.38         2.68         2.74         2.80
                                                               ====         ====         ====         ====         ====         ====

</TABLE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>8
<FILENAME>ex23_1.txt
<TEXT>

                                                                   EXHIBIT 23.1



                               Arthur Andersen LLP










                    Consent of Independent Public Accountants




As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-3 (relating to Southern
Company Capital Trust VI Preferred Securities, Southern Company Capital Trust
VII Preferred Securities, Southern Company Capital Funding, Inc. Junior
Subordinated Notes, Southern Company Capital Funding, Inc. Senior Notes, The
Southern Company Preferred Securities Guarantees, The Southern Company Junior
Subordinated Notes Guarantees, The Southern Company Senior Notes Guarantees) of
our reports dated February 28, 2001 on the financial statements of The Southern
Company and the related financial statement schedule included in The Southern
Company's Form 10-K for the year ended December 31, 2000 and to all references
to our Firm included in this registration statement.



                                              /s/Arthur Andersen LLP


Atlanta, Georgia
July 11, 2001


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.1
<SEQUENCE>9
<FILENAME>ex24_1.txt
<TEXT>

                                                                   Exhibit 24.1

July 16, 2001


H. Allen Franklin, Gale E. Klappa, Tommy Chisholm and Wayne Boston


Dear Sirs:

         The Southern Company proposes to file with the Securities and Exchange
Commission a registration statement or statements under the Securities Act of
1933, as amended, with respect to the issuance and sale of preferred and capital
securities of a statutory business trust or trusts (or other special purpose
entity or entities), guarantee or guarantees of the The Southern Company and
debt securities of Southern Company Capital Funding, Inc. in an amount or
amounts not to exceed an aggregate of $1,000,000,000.
         The Southern Company and the undersigned directors and officers of The
Southern Company, individually as a director and/or as an officer of The
Southern Company, hereby make, constitute and appoint each of you our true and
lawful Attorney for each of us and in each of our names, places and steads to
sign and cause to be filed with the Securities and Exchange Commission in
connection with the foregoing such registration statement or statements and
appropriate amendment or amendments (including post-effective amendments)
thereto.
                                  Yours very truly,

                                  THE SOUTHERN COMPANY


                                  By /s/H. Allen Franklin
                                        H. Allen Franklin
                                     Chairman, President and
                                     Chief Executive Officer



<PAGE>


                                      - 2 -



     /s/Daniel P. Amos                          /s/Donald M. James
        Daniel P. Amos                             Donald M. James



      /s/Dorrit J. Bern                            /s/Zack T. Pate
         Dorrit J. Bern                               Zack T. Pate



    /s/Thomas F. Chapman                    --------------------------------
       Thomas F. Chapman                           Gerald J. St. Pe'



    /s/H. Allen Franklin                      /s/G. Edison Holland, Jr.
       H. Allen Franklin                         G. Edison Holland, Jr.



     /s/Bruce S. Gordon                           /s/Gale E. Klappa
        Bruce S. Gordon                              Gale E. Klappa



    /s/L. G. Hardman III                          /s/Tommy Chisholm
       L. G. Hardman III                             Tommy Chisholm



     /s/Elmer B. Harris                           /s/W. Dean Hudson
        Elmer B. Harris                              W. Dean Hudson



<PAGE>




Extract from minutes of meeting of the board of directors of The Southern
Company.


                               - - - - - - - - - -

          RESOLVED FURTHER: That for the purpose of signing such registration
     statement or statements and any amendment or amendments (including
     post-effective amendments) thereto, that the Company, the members of its
     Board of Directors and its officers grant their several powers of attorney
     to H. Allen Franklin, Gale E. Klappa, Tommy Chisholm and Wayne Boston;

                               - - - - - - - - - -

         The undersigned officer of The Southern Company does hereby certify
that the foregoing is a true and correct copy of a resolution duly and regularly
adopted at a meeting of the board of directors of The Southern Company, duly
held on July 16, 2001, at which a quorum was in attendance and voting
throughout, and that said resolution has not since been rescinded but is still
in full force and effect.


Dated  July 16, 2001                         THE SOUTHERN COMPANY


                                             By /s/Tommy Chisholm
                                                  Tommy Chisholm
                                                   Secretary




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.1
<SEQUENCE>10
<FILENAME>ex25_1.txt
<TEXT>

                                                                   Exhibit 25.1


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ------------------

                                    FORM T-1

                       STATEMENT OF ELIGIBILITY UNDER THE
                  TRUST INDENTURE ACT OF 1939 OF A CORPORATION
                          DESIGNATED TO ACT AS TRUSTEE
                               ------------------

          CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
                     PURSUANT TO SECTION 305(b)(2)(3)___(3)
                               ------------------

                              THE BANK OF NEW YORK
               (Exact name of trustee as specified in its charter)

                                   13-5160382
                      (I.R.S. employer identification no.)

                    48 Wall Street, New York, New York 10286

               (Address of principal executive offices) (Zip Code)
                               -------------------

                              The Bank of New York
                            100 Ashford Center North
                                    Suite 520
                             Atlanta, Georgia 30338
                           Attn: Ms. Elizabeth Talley
                                 (770) 698-5188
            (Name, address and telephone number of agent for service)
                              --------------------

                              The Southern Company
                     Southern Company Capital Funding, Inc.
               (Exact name of obligor as specified in its charter)

Delaware                                                       58-0690070
Delaware                                                       58-2318047
State or other jurisdiction of                               (IRS employer
incorporation or organization                             identification no.)

                              The Southern Company
                            270 Peachtree Street N.W.
                                Atlanta, GA 30303
                                 (770) 393-0650
          (Address and telephone number of principal executive offices)
                              --------------------

                                  Senior Notes
                       (Title of the indenture securities)


<PAGE>

1.       General Information.
         -------------------

         Furnish the following information as to the trustee--

                  Name and address of each examining or supervising  authority
                  to which it is subject.

                  Superintendent of Banks of the State of New York
                  2 Rector Street
                  New York, N.Y.  10006, and Albany, N.Y.  12203

                  Federal Reserve Bank of New York
                  33 Liberty Plaza
                  New York, N.Y.  10045

                  Federal Deposit Insurance Corporation
                  Washington, D.C.  20429

                  New York Clearing House Association
                  New York, N.Y.  10005

                  Whether it is authorized to exercise corporate trust powers.

                  Yes.

2.       Affiliations with Obligor.
         -------------------------

         If the obligor is an affiliate of the trustee, describe each such
         affiliation.

         None.

3-15     Not Applicable

16.      List of Exhibits.
         ----------------

         Exhibits identified in parentheses below, on file with the Commission,
         are incorporated herein by reference as an exhibit hereto, pursuant to
         Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and Rule
         24 of the Commission's Rules of Practice.

         (1) A copy of the Organization Certificate of The Bank of New York
         (formerly Irving Trust Company) as now in effect, which contains the
         authority to commence business and a grant of powers to exercise
         corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed
         with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1
         filed with Registration Statement No. 33-21672 and Exhibit 1 to Form
         T-1 filed with Registration Statement No. 33-29637.)

<PAGE>

          (4) A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form
          T-1 filed with Registration Statement No. 33-31019.)

          (6) The consent of the Trustee required by Section 321(b) of the Act.
          (Exhibit 6 to Form T-1 filed with Registration Statement No.
          33-44051.)

          (7) A copy of the latest report of condition of the Trustee published
          pursuant to law or to the requirements of its supervising or examining
          authority.

<PAGE>


                              EXHIBIT 6 TO FORM T-1

                               CONSENT OF TRUSTEE


         Pursuant to the requirements of Section 321(b) of the Trust Indenture
Act of 1939, in connection with the proposed issuance of The Southern Company
Senior Notes, The Bank of New York hereby consents that reports of examinations
by Federal, State, Territorial or District Authorities may be furnished by such
authorities to the Securities and Exchange Commission upon request therefor.


                                     THE BANK OF NEW YORK


                                     By: /S/ Elizabeth T. Talley
                                         Elizabeth T. Talley, Agent



<PAGE>



                                    SIGNATURE


         Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in the City of Atlanta and
the State of Georgia, on the 16th day of July, 2001.


                                               THE BANK OF NEW YORK


                                               By: /S/ Elizabeth T. Talley
                                                   Elizabeth T. Talley, Agent


<PAGE>



                              EXHIBIT 7 TO FORM T-1

                       Consolidated Report of Condition of
                              THE BANK OF NEW YORK
                     of 48 Wall Street, New York, N.Y. 10286


         And Foreign and Domestic Subsidiaries, a member of the Federal Reserve
System, at the close of business December 31, 2000, published in accordance with
a call made by the Federal Reserve Bank of this District pursuant to the
provisions of the Federal Reserve Act.

                                                                 Dollar Amounts
ASSETS                                                             in Thousands

Cash and balances due from
         depository institutions:
         Noninterest-bearing balances
           and currency and coin................................... $ 3,083,720
         Interest-bearing balances.................................   4,949,333
Securities:
         Held-to-maturity securities...............................     740,315
         Available-for-sale securities.............................   5,328,981
Federal funds sold and securities
         purchased under agreements to resell......................   5,695,708
Loans and lease financing receivables:
         Loans and leases,
           net of unearned income. . . . .  36,590,456
         LESS: Allowance for loan and
           lease losses. . . . . . . . . .     598,536
         LESS: Allocated transfer
           risk reserve. . . . . . . . . .      12,575
         Loans and leases, net of unearned
           income and allowance and reserve........................  35,979,345
Trading Assets ....................................................  11,912,448
Premises and fixed assets (including
         capitalized leases).......................................     763,241
Other real estate owned............................................       2,925
Investments in unconsolidated
         subsidiaries and associated
         companies.................................................     183,836
Customers' liability to this bank
         on acceptances outstanding................................     424,303
Intangible assets..................................................   1,378,477
Other assets.......................................................   3,823,797
                                                                    -----------
Total assets....................................................... $74,266,429
                                                                    ===========


LIABILITIES

Deposits:
         In domestic offices....................................... $28,328,548
         Noninterest-bearing . . . . . . .  12,637,384
         Interest-bearing. . . . . . . . .  15,691,164


<PAGE>



         In foreign offices, Edge and
           Agreement subsidiaries, and IBFs........................  27,920,690
         Noninterest-bearing . . . . . . .     470,130
         Interest-bearing. . . . . . . . .  27,450,560
Federal funds purchased and securities
         sold under agreements to repurchase.......................   1,437,916
Demand notes issued to the
         U.S. Treasury.............................................     100,000
Trading liabilities................................................   2,049,818
Other borrowed money:
         With remaining maturity of one year
           or less.................................................   1,279,125
         With remaining maturity of more
           than one year through three years........................          0
         With remaining maturity of more
           than three years........................................      31,080
Bank's liability on acceptances
           executed and outstanding................................     427,110
Subordinated notes and debentures..................................   1,646,000
Other liabilities..................................................   4,604,478
                                                                    -----------
Total liabilities..................................................  67,824,765
                                                                    ===========


EQUITY CAPITAL

Common stock.......................................................   1,135,285
Surplus............................................................   1,008,775
Undivided profits and capital
         reserves..................................................   4,308,492
Net unrealized holding gains (losses)
         on available-for-sale securities..........................      27,768
Cumulative foreign currency
         translation adjustments...................................           0
Total equity capital...............................................   6,441,664
                                                                    -----------
Total liabilities and equity capital............................... $74,266,429
                                                                    ===========

    I, Thomas J. Masiro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.

                                                       Thomas J. Masiro

    We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.


 .........Thomas A. Renyi   )
 .........Gerald L. Hassell )        Directors
 .........Allen R. Griffith )


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.2
<SEQUENCE>11
<FILENAME>ex25_2.txt
<TEXT>

                                                                    Exhibit 25.2
 -----------------------------------------------------------------------------
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------
                                    FORM T-1

               STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF
               A CORPORATION DESIGNATED TO ACT AS SUBORDINATED NOTE INDENTURE
               TRUSTEE

               CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
               PURSUANT TO SECTION 305(b)(2)
                         ------------------------------

                              BANKERS TRUST COMPANY
               (Exact name of trustee as specified in its charter)

NEW YORK                                                      13-4941247
(Jurisdiction of Incorporation or                          (I.R.S. Employer
organization if not a U.S. national bank)                 Identification no.)

FOUR ALBANY STREET
NEW YORK, NEW YORK                                            10006
(Address of principal                                       (Zip Code)
executive offices)

                              Bankers Trust Company
                                Legal Department
                         130 Liberty Street, 31st Floor
                            New York, New York 10006
                                 (212) 250-2201
            (Name, address and telephone number of agent for service)
                        ---------------------------------

                              THE SOUTHERN COMPANY
                     SOUTHERN COMPANY CAPITAL FUNDING, INC.
                        SOUTHERN COMPANY CAPITAL TRUST VI
                       SOUTHERN COMPANY CAPITAL TRUST VII
               (Exact name of obligor as specified in its charter)


                  Delaware                                    58-0690070
                  Delaware                                    58-2318047
                  Delaware                                    58-6442701
                  Delaware                                    58-6442702
      (State or other jurisdiction of                      (I.R.S. employer
       Incorporation or organization)                      Identification no.)

                             270 Peachtree Street NW
                                Atlanta, GA 30303
                    (Address of principal executive offices)

         Preferred Securities of Southern Company Capital Trust VI & VII
                       (Title of the indenture securities)




<PAGE>





Item   1.         General Information.
                  Furnish the following information as to the trustee.

                    (a)  Name and address of each examining or supervising
                         authority to which it is subject.

                  Name                                          Address

                  Federal Reserve Bank (2nd District)           New York, NY
                  Federal Deposit Insurance Corporation         Washington, D.C.
                  New York State Banking Department             Albany, NY

                    (b)  Whether it is authorized to exercise corporate trust
                         powers. Yes.

Item   2.         Affiliations with Obligor.

                  If the obligor is an affiliate of the Trustee, describe each
such affiliation.

                  None.

Item 3. -15.      Not Applicable

Item  16.         List of Exhibits.

                        Exhibit 1 - Restated Organization Certificate of
                                    Bankers Trust Company dated August 7, 1990,
                                    Certificate of Amendment of the Organization
                                    Certificate of Bankers Trust Company dated
                                    June 21, 1995 - Incorporated herein by
                                    reference to Exhibit 1 filed with Form T-1
                                    Statement, Registration No. 33-65171,
                                    Certificate of Amendment of the Organization
                                    Certificate of Bankers Trust Company dated
                                    March 20, 1996, incorporate by referenced to
                                    Exhibit 1 filed with Form T-1 Statement,
                                    Registration No. 333-25843 and Certificate
                                    of Amendment of the Organization Certificate
                                    of Bankers Trust Company dated June 19,
                                    1997, copy attached.

                        Exhibit 2 - Certificate of Authority to commence
                                    business - Incorporated herein by reference
                                    to Exhibit 2 filed with Form T-1 Statement,
                                    Registration No. 33-21047.


                        Exhibit 3 - Authorization of the Trustee to exercise
                                    corporate trust powers - Incorporated herein
                                    by reference to Exhibit 2 filed with Form
                                    T-1 Statement, Registration No. 33-21047.

                        Exhibit 4 - Existing By-Laws of Bankers Trust
                                    Company, as amended on November 18, 1997.
                                    Copy attached.

                                       -2-


<PAGE>





                        Exhibit 5 - Not applicable.

                        Exhibit 6 - Consent of Bankers Trust Company
                                    required by Section 321(b) of the Act. -
                                    Incorporated herein by reference to Exhibit
                                    4 filed with Form T-1 Statement,
                                    Registration No. 22-18864.

                        Exhibit 7 - The latest report of condition of
                                    Bankers Trust Company dated as of December
                                    31, 1997. Copy attached.

                        Exhibit 8 - Not Applicable.

                        Exhibit 9 - Not Applicable.
























                                       -3-



<PAGE>


                                    SIGNATURE



         Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Bankers Trust Company, a corporation organized and
existing under the laws of the State of New York, has duly caused this statement
of eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in The City of New York, and State of New York, on the 13th day
of July, 2001.


                                    BANKERS TRUST COMPANY



                                    By:      /s/Boris Treyger/
                                             Boris Treyger
                                           Assistant Treasurer





















                                       -4-


<PAGE>



                               State of New York,

                               Banking Department



         I, MANUEL KURSKY, Deputy Superintendent of Banks of the State of New
York, DO HEREBY APPROVE the annexed Certificate entitled "RESTATED ORGANIZATION
CERTIFICATE OF BANKERS TRUST COMPANY Under Section 8007 of the Banking Law,"
dated August 6, 1998, providing for the restatement of the Organization
Certificate and all amendments into a single certificate.




Witness, my hand and official seal of the Banking Department at the City of New
York,

               this 31st day of August in the Year of our Lord one thousand nine
               hundred and ninety-eight.



                                          Manuel Kursky
                                 -----------------------------------
                                 Deputy Superintendent of Banks







<PAGE>






                                    RESTATED
                                  ORGANIZATION
                                   CERTIFICATE
                                       OF
                              BANKERS TRUST COMPANY


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

                               Under Section 8007
                               Of the Banking Law

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















                              Bankers Trust Company
                               130 Liberty Street
                              New York, N.Y. 10006




    Counterpart Filed in the Office of the Superintendent of Banks, State of
                            New York, August 31, 1998





<PAGE>







                        RESTATED ORGANIZATION CERTIFICATE
                                       OF
                                  BANKERS TRUST
                      Under Section 8007 of the Banking Law

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


     We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing
Director and an Assistant Secretary and a Vice President and an Assistant
Secretary of BANKERS TRUST COMPANY, do hereby certify:

     1. The name of the corporation is Bankers Trust Company.

     2. The organization certificate of the corporation was filed by the
Superintendent of Banks of the State of New York on March 5, 1903.

     3. The text of the organization certificate, as amended heretofore, is
hereby restated without further amendment or change to read as herein-set forth
in full, to wit:


                          "Certificate of Organization
                                       of
                              Bankers Trust Company

         Know All Men By These Presents That we, the undersigned, James A.
Blair, James G. Cannon, E. C. Converse, Henry P. Davison, Granville W. Garth, A.
Barton Hepburn, Will Logan, Gates W. McGarrah, George W. Perkins, William H.
Porter, John F. Thompson, Albert H. Wiggin, Samuel Woolverton and Edward F. C.
Young, all being persons of full age and citizens of the United States, and a
majority of us being residents of the State of New York, desiring to form a
corporation to be known as a Trust Company, do hereby associate ourselves
together for that purpose under and pursuant to the laws of the State of New
York, and for such purpose we do hereby, under our respective hands and seals,
execute and duly acknowledge this Organization Certificate in duplicate, and
hereby specifically state as follows, to wit:

         I. The name by which the said corporation shall be known is Bankers
Trust Company.

         II. The place where its business is to be transacted is the City of New
York, in the State of New York.

         III. Capital Stock: The amount of capital stock which the corporation
is hereafter to have is Three Billion One Million, Six Hundred Sixty-Six
Thousand, Six Hundred Seventy Dollars ($3,001,666,670), divided into Two Hundred
Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven (200,166,667)
shares with a par value of $10 each designated as Common Stock and 1,000 shares
with a par value of One Million Dollars ($1,000,000) each designated as Series
Preferred Stock.

         (a) Common Stock

         1. Dividends: Subject to all of the rights of the Series Preferred
Stock, dividends may be declared and paid or set apart for payment upon the
Common Stock out of any assets or funds of the corporation legally available for
the payment of dividends.

         2. Voting Rights: Except as otherwise expressly provided with respect
to the Series Preferred Stock or with respect to any series of the Series
Preferred Stock, the Common Stock shall have the exclusive right to vote for the
election of directors and for all other purposes, each holder of the Common
Stock being entitled to one vote for each share thereof held.

         3. Liquidation: Upon any liquidation, dissolution or winding up of the
corporation, whether voluntary or involuntary, and after the holders of the
Series Preferred Stock of each series shall have been paid in full the amounts
to which they respectively shall be entitled, or a sum sufficient for the
payment in full set aside, the remaining net assets of the corporation shall be
distributed pro rata to the holders of the Common Stock in accordance with their
respective rights and interests, to the exclusion of the holders of the Series
Preferred Stock.

         4. Preemptive Rights: No holder of Common Stock of the corporation
shall be entitled, as such, as a matter of right, to subscribe for or purchase
any part of any new or additional issue of stock of any class or series
whatsoever, any rights or options to purchase stock of any class or series
whatsoever, or any securities convertible into, exchangeable for or carrying
rights or options to purchase stock of any class or series whatsoever, whether
now or hereafter authorized, and whether issued for cash or other consideration,
or by way of dividend or other distribution.

         (b) Series Preferred Stock

          1. Board Authority: The Series Preferred Stock may be issued from time
to time by the Board of Directors as herein provided in one or more series. The
designations, relative rights, preferences and limitations of the Series
Preferred Stock, and particularly of the shares of each series thereof, may, to
the extent permitted by law, be similar to or may differ from those of any other
series. The Board of Directors of the corporation is hereby expressly granted
authority, subject to the provisions of this Article III, to issue from time to
time Series Preferred Stock in one or more series and to fix from time to time
before issuance thereof, by filing a certificate pursuant to the Banking Law,
the number of shares in each such series of such class and all designations,
relative rights (including the right, to the extent permitted by law, to convert
into shares of any class or into shares of any series of any class), preferences
and limitations of the shares in each such series, including, buy without
limiting the generality of the foregoing, the following:

                  (i) The number of shares to constitute such series (which
         number may at any time, or from time to time, be increased or decreased
         by the Board of Directors, notwithstanding that shares of the series
         may be outstanding at the time of such increase or decrease, unless the
         Board of Directors shall have otherwise provided in creating such
         series) and the distinctive designation thereof;

                  (ii) The dividend rate on the shares of such series, whether
         or not dividends on the shares of such series shall be cumulative, and
         the date or dates, if any, from which dividends thereon shall be
         cumulative;

                  (iii) Whether or not the share of such series shall be
         redeemable, and, if redeemable, the date or dates upon or after which
         they shall be redeemable, the amount or amounts per share (which shall
         be, in the case of each share, not less than its preference upon
         involuntary liquidation, plus an amount equal to all dividends thereon
         accrued and unpaid, whether or not earned or declared) payable thereon
         in the case of the redemption thereof, which amount may vary at
         different redemption dates or otherwise as permitted by law;

               (iv) The right, if any, of holders of shares of such series to
          convert the same into, or exchange the same for, Common Stock or other
          stock as permitted by law, and the terms and conditions of such
          conversion or exchange, as well as provisions for adjustment of the
          conversion rate in such events as the Board of Directors shall
          determine;

               (v) The amount per share payable on the shares of such series
          upon the voluntary and involuntary liquidation, dissolution or winding
          up of the corporation;

                  (vi) Whether the holders of shares of such series shall have
         voting power, full or limited, in addition to the voting powers
         provided by law and, in case additional voting powers are accorded, to
         fix the extent thereof; and

                  (vii) Generally to fix the other rights and privileges and any
         qualifications, limitations or restrictions of such rights and
         privileges of such series, provided, however, that no such rights,
         privileges, qualifications, limitations or restrictions shall be in
         conflict with the organization certificate of the corporation or with
         the resolution or resolutions adopted by the Board of Directors
         providing for the issue of any series of which there are shares
         outstanding.

         All shares of Series Preferred Stock of the same series shall be
identical in all respects, except that shares of any one series issued at
different times may differ as to dates, if any, from which dividends thereon may
accumulate. All shares of Series Preferred Stock of all series shall be of equal
rank and shall be identical in all respects except that to the extent not
otherwise limited in this Article III any series may differ from any other
series with respect to any one or more of the designations, relative rights,
preferences and limitations described or referred to in subparagraphs (I) to
(vii) inclusive above.

           2. Dividends: Dividends on the outstanding Series Preferred Stock of
each series shall be declared and paid or set apart for payment before any
dividends shall be declared and paid or set apart for payment on the Common
Stock with respect to the same quarterly dividend period. Dividends on any
shares of Series Preferred Stock shall be cumulative only if and to the extent
set forth in a certificate filed pursuant to law. After dividends on all shares
of Series Preferred Stock (including cumulative dividends if and to the extent
any such shares shall be entitled thereto) shall have been declared and paid or
set apart for payment with respect to any quarterly dividend period, then and
not otherwise so long as any shares of Series Preferred Stock shall remain
outstanding, dividends may be declared and paid or set apart for payment with
respect to the same quarterly dividend period on the Common Stock out the assets
or funds of the corporation legally available therefor.

         All Shares of Series Preferred Stock of all series shall be of equal
rank, preference and priority as to dividends irrespective of whether or not the
rates of dividends to which the same shall be entitled shall be the same and
when the stated dividends are not paid in full, the shares of all series of the
Series Preferred Stock shall share ratably in the payment thereof in accordance
with the sums which would be payable on such shares if all dividends were paid
in full, provided, however, that any two or more series of the Series Preferred
Stock may differ from each other as to the existence and extent of the right to
cumulative dividends, as aforesaid.

           3. Voting Rights: Except as otherwise specifically provided in the
certificate filed pursuant to law with respect to any series of the Series
Preferred Stock, or as otherwise provided by law, the Series Preferred Stock
shall not have any right to vote for the election of directors or for any other
purpose and the Common Stock shall have the exclusive right to vote for the
election of directors and for all other purposes.

           4. Liquidation: In the event of any liquidation, dissolution or
winding up of the corporation, whether voluntary or involuntary, each series of
Series Preferred Stock shall have preference and priority over the Common Stock
for payment of the amount to which each outstanding series of Series Preferred
Stock shall be entitled in accordance with the provisions thereof and each
holder of Series Preferred Stock shall be entitled to be paid in full such
amount, or have a sum sufficient for the payment in full set aside, before any
payments shall be made to the holders of the Common Stock. If, upon liquidation,
dissolution or winding up of the corporation, the assets of the corporation or
proceeds thereof, distributable among the holders of the shares of all series of
the Series Preferred Stock shall be insufficient to pay in full the preferential
amount aforesaid, then such assets, or the proceeds thereof, shall be
distributed among such holders ratably in accordance with the respective amounts
which would be payable if all amounts payable thereon were paid in full. After
the payment to the holders of Series Preferred Stock of all such amounts to
which they are entitled, as above provided, the remaining assets and funds of
the corporation shall be divided and paid to the holders of the Common Stock.

         5. Redemption: In the event that the Series Preferred Stock of any
series shall be made redeemable as provided in clause (iii) of paragraph 1 of
section (b) of this Article III, the corporation, at the option of the Board of
Directors, may redeem at any time or times, and from time to time, all or any
part of any one or more series of Series Preferred Stock outstanding by paying
for each share the then applicable redemption price fixed by the Board of
Directors as provided herein, plus an amount equal to accrued and unpaid
dividends to the date fixed for redemption, upon such notice and terms as may be
specifically provided in the certificate filed pursuant to law with respect to
the series.

           6. Preemptive Rights: No holder of Series Preferred Stock of the
corporation shall be entitled, as such, as a matter or right, to subscribe for
or purchase any part of any new or additional issue of stock of any class or
series whatsoever, any rights or options to purchase stock of any class or
series whatsoever, or any securities convertible into, exchangeable for or
carrying rights or options to purchase stock of any class or series whatsoever,
whether now or hereafter authorized, and whether issued for cash or other
consideration, or by way of dividend.

         (c) Provisions relating to Floating Rate Non-Cumulative Preferred
Stock, Series A. (Liquidation value $1,000,000 per share.)

         1. Designation: The distinctive designation of the series established
hereby shall be "Floating Rate Non-Cumulative Preferred Stock, Series A"
(hereinafter called "Series A Preferred Stock").

         2. Number: The number of shares of Series A Preferred Stock shall
initially be 250 shares. Shares of Series A Preferred Stock redeemed, purchased
or otherwise acquired by the corporation shall be cancelled and shall revert to
authorized but unissued Series Preferred Stock undesignated as to series.

         3. Dividends:

         (a) Dividend Payments Dates. Holders of the Series A Preferred Stock
shall be entitled to receive non-cumulative cash dividends when, as and if
declared by the Board of Directors of the corporation, out of funds legally
available therefor, from the date of original issuance of such shares (the
"Issue Date") and such dividends will be payable on March 28, June 28, September
28 and December 28 of each year ("Dividend Payment Date") commencing September
28, 1990, at a rate per annum as determined in paragraph 3(b) below. The period
beginning on the Issue Date and ending on the day preceding the first Dividend
Payment Date and each successive period beginning on a Dividend Payment Date and
ending on the date preceding the next succeeding Dividend Payment Date is herein
called a "Dividend Period". If any Dividend Payment Date shall be, in The City
of New York, a Sunday or a legal holiday or a day on which banking institutions
are authorized by law to close, then payment will be postponed to the next
succeeding business day with the same force and effect as if made on the
Dividend Payment Date, and no interest shall accrue for such Dividend Period
after such Dividend Payment Date.

         (b) Dividend Rate. The dividend rate from time to time payable in
respect of Series A Preferred Stock (the "Dividend Rate") shall be determined on
the basis of the following provisions:

         (i) On the Dividend Determination Date, LIBOR will be determined on the
basis of the offered rates for deposits in U.S. dollars having a maturity of
three months commencing on the second London Business Day immediately following
such Dividend Determination Date, as such rates appear on the Reuters Screen
LIBO Page as of 11:00 A.M. London time, on such Dividend Determination Date. If
at least two such offered rates appear on the Reuters Screen LIBO Page, LIBOR in
respect of such Dividend Determination Dates will be the arithmetic mean
(rounded to the nearest one-hundredth of a percent, with five one-thousandths of
a percent rounded upwards) of such offered rates. If fewer than those offered
rates appear, LIBOR in respect of such Dividend Determination Date will be
determined as described in paragraph (ii) below.

         (ii) On any Dividend Determination Date on which fewer than those
offered rates for the applicable maturity appear on the Reuters Screen LIBO Page
as specified in paragraph (I) above, LIBOR will be determined on the basis of
the rates at which deposits in U.S. dollars having a maturity of three months
commencing on the second London Business Day immediately following such Dividend
Determination Date and in a principal amount of not less than $1,000,000 that is
representative of a single transaction in such market at such time are offered
by three major banks in the London interbank market selected by the corporation
at approximately 11:00 A.M., London time, on such Dividend Determination Date to
prime banks in the London market. The corporation will request the principal
London office of each of such banks to provide a quotation of its rate. If at
least two such quotations are provided, LIBOR in respect of such Dividend
Determination Date will be the arithmetic mean (rounded to the nearest
one-hundredth of a percent, with five one-thousandths of a percent rounded
upwards) of such quotations. If fewer than two quotations are provided, LIBOR in
respect of such Dividend Determination Date will be the arithmetic mean (rounded
to the nearest one-hundredth of a percent, with five one-thousandths of a
percent rounded upwards) of the rates quoted by three major banks in New York
City selected by the corporation at approximately 11:00 A.M., New York City
time, on such Dividend Determination Date for loans in U.S. dollars to leading
European banks having a maturity of three months commencing on the second London
Business Day immediately following such Dividend Determination Date and in a
principal amount of not less than $1,000,000 that is representative of a single
transaction in such market at such time; provided, however, that if the banks
selected as aforesaid by the corporation are not quoting as aforementioned in
this sentence, then, with respect to such Dividend Period, LIBOR for the
preceding Dividend Period will be continued as LIBOR for such Dividend Period.

         (ii) The Dividend Rate for any Dividend Period shall be equal to the
lower of 18% or 50 basis points above LIBOR for such Dividend Period as LIBOR is
determined by sections (I) or (ii) above.

As used above, the term "Dividend Determination Date" shall mean, with respect
to any Dividend Period, the second London Business Day prior to the commencement
of such Dividend Period; and the term "London Business Day" shall mean any day
that is not a Saturday or Sunday and that, in New York City, is not a day on
which banking institutions generally are authorized or required by law or
executive order to close and that is a day on which dealings in deposits in U.S.
dollars are transacted in the London interbank market.

           4. Voting Rights: The holders of the Series A Preferred Stock shall
have the voting power and rights set forth in this paragraph 4 and shall have no
other voting power or rights except as otherwise may from time to time be
required by law.

         So long as any shares of Series A Preferred Stock remain outstanding,
the corporation shall not, without the affirmative vote or consent of the
holders of at least a majority of the votes of the Series Preferred Stock
entitled to vote outstanding at the time, given in person or by proxy, either in
writing or by resolution adopted at a meeting at which the holders of Series A
Preferred Stock (alone or together with the holders of one or more other series
of Series Preferred Stock at the time outstanding and entitled to vote) vote
separately as a class, alter the provisions of the Series Preferred Stock so as
to materially adversely affect its rights; provided, however, that in the event
any such materially adverse alteration affects the rights of only the Series A
Preferred Stock, then the alteration may be effected with the vote or consent of
at least a majority of the votes of the Series A Preferred Stock; provided,
further, that an increase in the amount of the authorized Series Preferred Stock
and/or the creation and/or issuance of other series of Series Preferred Stock in
accordance with the organization certificate shall not be, nor be deemed to be,
materially adverse alterations. In connection with the exercise of the voting
rights contained in the preceding sentence, holders of all series of Series
Preferred Stock which are granted such voting rights (of which the Series A
Preferred Stock is the initial series) shall vote as a class (except as
specifically provided otherwise) and each holder of Series A Preferred Stock
shall have one vote for each share of stock held and each other series shall
have such number of votes, if any, for each share of stock held as may be
granted to them.

         The foregoing voting provisions will not apply if, in connection with
the matters specified, provision is made for the redemption or retirement of all
outstanding Series A Preferred Stock.

         5. Liquidation: Subject to the provisions of section (b) of this
Article III, upon any liquidation, dissolution or winding up of the corporation,
whether voluntary or involuntary, the holders of the Series A Preferred Stock
shall have preference and priority over the Common Stock for payment out of the
assets of the corporation or proceeds thereof, whether from capital or surplus,
of $1,000,000 per share (the "liquidation value") together with the amount of
all dividends accrued and unpaid thereon, and after such payment the holders of
Series A Preferred Stock shall be entitled to no other payments.

           6. Redemption: Subject to the provisions of section (b) of this
Article III, Series A Preferred Stock may be redeemed, at the option of the
corporation in whole or part, at any time or from time to time at a redemption
price of $1,000,000 per share, in each case plus accrued and unpaid dividends to
the date of redemption.

         At the option of the corporation, shares of Series A Preferred Stock
redeemed or otherwise acquired may be restored to the status of authorized but
unissued shares of Series Preferred Stock.

         In the case of any redemption, the corporation shall give notice of
such redemption to the holders of the Series A Preferred Stock to be redeemed in
the following manner: a notice specifying the shares to be redeemed and the time
and place of redemption (and, if less than the total outstanding shares are to
be redeemed, specifying the certificate numbers and number of shares to be
redeemed) shall be mailed by first class mail, addressed to the holders of
record of the Series A Preferred Stock to be redeemed at their respective
addresses as the same shall appear upon the books of the corporation, not more
than sixty (60) days and not less than thirty (30) days previous to the date
fixed for redemption. In the event such notice is not given to any shareholder
such failure to give notice shall not affect the notice given to other
shareholders. If less than the whole amount of outstanding Series A Preferred
Stock is to be redeemed, the shares to be redeemed shall be selected by lot or
pro rata in any manner determined by resolution of the Board of Directors to be
fair and proper. From and after the date fixed in any such notice as the date of
redemption (unless default shall be made by the corporation in providing moneys
at the time and place of redemption for the payment of the redemption price) all
dividends upon the Series A Preferred Stock so called for redemption shall cease
to accrue, and all rights of the holders of said Series A Preferred Stock as
stockholders in the corporation, except the right to receive the redemption
price (without interest) upon surrender of the certificate representing the
Series A Preferred Stock so called for redemption, duly endorsed for transfer,
if required, shall cease and terminate. The corporation's obligation to provide
moneys in accordance with the preceding sentence shall be deemed fulfilled if,
on or before the redemption date, the corporation shall deposit with a bank or
trust company (which may be an affiliate of the corporation) having an office in
the Borough of Manhattan, City of New York, having a capital and surplus of at
least $5,000,000 funds necessary for such redemption, in trust with irrevocable
instructions that such funds be applied to the redemption of the shares of
Series A Preferred Stock so called for redemption. Any interest accrued on such
funds shall be paid to the corporation from time to time. Any funds so deposited
and unclaimed at the end of two (2) years from such redemption date shall be
released or repaid to the corporation, after which the holders of such shares of
Series A Preferred Stock so called for redemption shall look only to the
corporation for payment of the redemption price.

         IV. The name, residence and post office address of each member of the
corporation are as follows:

<TABLE>
<CAPTION>

                 Name                    Residence                              Post Office Address

<S>                                      <C>                                    <C>
James A. Blair                           9 West 50th Street,                    33 Wall Street,
                                           Manhattan, New York City               Manhattan, New York City

James G. Cannon                          72 East 54th Street,                   14 Nassau Street,
                                           Manhattan New York City                Manhattan, New York City

E. C. Converse                           3 East 78th Street,                    139 Broadway,
                                           Manhattan, New York City               Manhattan, New York City

Henry P. Davison                         Englewood,                             2 Wall Street,
                                           New Jersey                             Manhattan, New York City

Granville W. Garth                       160 West 57th Street,                  33 Wall Street
                                           Manhattan, New York City               Manhattan, New York City

A. Barton Hepburn                        205 West 57th Street                   83 Cedar Street
                                           Manhattan, New York City               Manhattan, New York City

William Logan                            Montclair,                             13 Nassau Street
                                           New Jersey                             Manhattan, New York City

George W. Perkins                        Riverdale,                             23 Wall Street,
                                           New York                               Manhattan, New York City

William H. Porter                        56 East 67th Street                    270 Broadway,
                                           Manhattan, New York City               Manhattan, New York City

John F. Thompson                         Newark,                                143 Liberty Street,
                                           New Jersey                             Manhattan, New York City

Albert H. Wiggin                         42 West 49th Street,                   214 Broadway,
                                           Manhattan, New York City               Manhattan, New York City

Samuel Woolverton                        Mount Vernon,                          34 Wall Street,
                                           New York                               Manhattan, New York City
Edward F.C. Young                        85 Glenwood Avenue,                    1 Exchange Place,
                                           Jersey City, New Jersey                Jersey City, New Jersey

</TABLE>

         V. The existence of the corporation shall be perpetual.

         VI. The subscribers, the members of the said corporation, do, and each
for himself does, hereby declare that he will accept the responsibilities and
faithfully discharge the duties of a director therein, if elected to act as
such, when authorized accordance with the provisions of the Banking Law of the
State of New York.

         VII. The number of directors of the corporation shall not be less than
10 nor more than 25."

         4. The foregoing restatement of the organization certificate was
authorized by the Board of Directors of the corporation at a meeting held on
July 21, 1998.

         IN WITNESS WHEREOF, we have made and subscribed this certificate this
6th day of August, 1998.

         IN WITNESS WHEREOF, we have made and subscribed this certificate this
6th day of August, 1998.



                                   James T. Byrne, Jr.
                          --------------------------------------------
                                   James T. Byrne, Jr.
                          Managing Director and Secretary


                                   Lea Lahtinen
                          --------------------------------------------
                                   Lea Lahtinen
                          Vice President and Assistant Secretary


                                  Lea Lahtinen
                         -----------------------------------
                                  Lea Lahtinen


<PAGE>





State of New York          )
                           )  ss:
County of New York         )





         Lea Lahtinen, being duly sworn, deposes and says that she is a Vice
President and an Assistant Secretary of Bankers Trust Company, the corporation
described in the foregoing certificate; that she has read the foregoing
certificate and knows the contents thereof, and that the statements herein
contained are true.

                                               Lea Lahtinen
                                      -----------------------------------
                                               Lea Lahtinen

Sworn to before me this 6th day of August, 1998.




         Sandra L. West
- ---------------------------
         Notary Public

            SANDRA L. WEST
   Notary Public State of New York
            No. 31-4942101
     Qualified in New York County
Commission Expires September 19, 1998





<PAGE>


                               State of New York,

                               Banking Department


         I, MANUEL KURSKY, Deputy Superintendent of Banks of the State of New
York, DO HEREBY APPROVE the annexed Certificate entitled "CERTIFICATE OF
AMENDMENT OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY Under Section
8005 of the Banking Law," dated September 16, 1998, providing for an increase in
authorized capital stock from $3,001,666,670 consisting of 200,166,667 shares
with a par value of $10 each designated as Common Stock and 1,000 shares with a
par value of $1,000,000 each designated as Series Preferred Stock to
$3,501,666,670 consisting of 200,166,667 shares with a par value of $10 each
designated as Common Stock and 1,500 shares with a par value of $1,000,000 each
designated as Series Preferred Stock.

Witness, my hand and official seal of the Banking Department at the City of New
York,


               this 25th day of September in the Year of our Lord one thousand
               nine hundred and ninety-eight.

                                                  Manuel Kursky
                                         -----------------------------------
                                         Deputy Superintendent of Banks

<PAGE>




                            CERTIFICATE OF AMENDMENT

                                     OF THE

                            ORGANIZATION CERTIFICATE

                                OF BANKERS TRUST

                      Under Section 8005 of the Banking Law

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

         We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing
Director and Secretary and a Vice President and an Assistant Secretary of
Bankers Trust Company, do hereby certify:

         1.   The name of the corporation is Bankers Trust Company.

         2. The organization certificate of said corporation was filed by the
Superintendent of Banks on the 5th of March, 1903.

         3. The organization certificate as heretofore amended is hereby amended
to increase the aggregate number of shares which the corporation shall have
authority to issue and to increase the amount of its authorized capital stock in
conformity therewith.

         4. Article III of the organization certificate with reference to the
authorized capital stock, the number of shares into which the capital stock
shall be divided, the par value of the shares and the capital stock outstanding,
which reads as follows:

         "III. The amount of capital stock which the corporation is hereafter to
         have is Three Billion, One Million, Six Hundred Sixty-Six Thousand, Six
         Hundred Seventy Dollars ($3,001,666,670), divided into Two Hundred
         Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven
         (200,166,667) shares with a par value of $10 each designated as Common
         Stock and 1000 shares with a par value of One Million Dollars
         ($1,000,000) each designated as Series Preferred Stock."

is hereby amended to read as follows:

         "III. The amount of capital stock which the corporation is hereafter to
         have is Three Billion, Five Hundred One Million, Six Hundred Sixty-Six
         Thousand, Six Hundred Seventy Dollars ($3,501,666,670), divided into
         Two Hundred Million, One Hundred Sixty-Six Thousand, Six Hundred
         Sixty-Seven (200,166,667) shares with a par value of $10 each
         designated as Common Stock and 1500 shares with a par value of One
         Million Dollars ($1,000,000) each designated as Series Preferred
         Stock."


<PAGE>



         5. The foregoing amendment of the organization certificate was
authorized by unanimous written consent signed by the holder of all outstanding
shares entitled to vote thereon.

         IN WITNESS WHEREOF, we have made and subscribed this certificate this
25th day of September, 1998


                                             James T. Byrne, Jr.
                                    --------------------------------------------
                                             James T. Byrne, Jr.
                                    Managing Director and Secretary


                                             Lea Lahtinen
                                    --------------------------------------------
                                             Lea Lahtinen
                                    Vice President and Assistant Secretary

State of New York     )
                      )  ss:
County of New York    )

         Lea Lahtinen, being fully sworn, deposes and says that she is a Vice
President and an Assistant Secretary of Bankers Trust Company, the corporation
described in the foregoing certificate; that she has read the foregoing
certificate and knows the contents thereof, and that the statements herein
contained are true.

                                               Lea Lahtinen
                                      -----------------------------------
                                               Lea Lahtinen

Sworn to before me this 25th day
of  September, 1998



         Sandra L. West
- ---------------------------
         Notary Public

            SANDRA L. WEST
   Notary Public State of New York
            No. 31-4942101
     Qualified in New York County
Commission Expires September 19, 2000



<PAGE>


                               State of New York,

                               Banking Department



         I, P. VINCENT CONLON, Deputy Superintendent of Banks of the State of
New York, DO HEREBY APPROVE the annexed Certificate entitled "CERTIFICATE OF
AMENDMENT OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY Under Section
8005 of the Banking Law," dated December 16, 1998, providing for an increase in
authorized capital stock from $3,501,666,670 consisting of 200,166,667 shares
with a par value of $10 each designated as Common Stock and 1,500 shares with a
par value of $1,000,000 each designated as Series Preferred Stock to
$3,627,308,670 consisting of 212,730,867 shares with a par value of $10 each
designated as Common Stock and 1,500 shares with a par value of $1,000,000 each
designated as Series Preferred Stock.

Witness, my hand and official seal of the Banking Department at the City of New
York,

               this 18th day of December in the Year of our Lord one thousand
               nine hundred and ninety-eight.

                                                P. Vincent Conlon
                                       ---------------------------
                                       Deputy Superintendent of Banks


<PAGE>


                            CERTIFICATE OF AMENDMENT

                                     OF THE

                            ORGANIZATION CERTIFICATE

                                OF BANKERS TRUST

                      Under Section 8005 of the Banking Law

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

         We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing
Director and Secretary and a Vice President and an Assistant Secretary of
Bankers Trust Company, do hereby certify:

         1.   The name of the corporation is Bankers Trust Company.

         2. The organization certificate of said corporation was filed by the
Superintendent of Banks on the 5th of March, 1903.

         3. The organization certificate as heretofore amended is hereby amended
to increase the aggregate number of shares which the corporation shall have
authority to issue and to increase the amount of its authorized capital stock in
conformity therewith.

         4. Article III of the organization certificate with reference to the
authorized capital stock, the number of shares into which the capital stock
shall be divided, the par value of the shares and the capital stock outstanding,
which reads as follows:

         "III. The amount of capital stock which the corporation is hereafter to
         have is Three Billion, Five Hundred One Million, Six Hundred Sixty-Six
         Thousand, Six Hundred Seventy Dollars ($3,501,666,670), divided into
         Two Hundred Million, One Hundred Sixty-Six Thousand, Six Hundred
         Sixty-Seven (200,166,667) shares with a par value of $10 each
         designated as Common Stock and 1500 shares with a par value of One
         Million Dollars ($1,000,000) each designated as Series Preferred
         Stock."

is hereby amended to read as follows:

         "III. The amount of capital stock which the corporation is hereafter to
         have is Three Billion, Six Hundred Twenty-Seven Million, Three Hundred
         Eight Thousand, Six Hundred Seventy Dollars ($3,627,308,670), divided
         into Two Hundred Twelve Million, Seven Hundred Thirty Thousand, Eight
         Hundred Sixty- Seven (212,730,867) shares with a par value of $10 each
         designated as Common Stock and 1500 shares with a par value of One
         Million Dollars ($1,000,000) each designated as Series Preferred
         Stock."


<PAGE>



         5. The foregoing amendment of the organization certificate was
authorized by unanimous written consent signed by the holder of all outstanding
shares entitled to vote thereon.

         IN WITNESS WHEREOF, we have made and subscribed this certificate this
16th day of December, 1998


                                       James T. Byrne, Jr.
                              --------------------------------------------
                                       James T. Byrne, Jr.
                              Managing Director and Secretary


                                       Lea Lahtinen
                              --------------------------------------------
                                       Lea Lahtinen
                              Vice President and Assistant Secretary

State of New York     )
                      )  ss:
County of New York    )

         Lea Lahtinen, being fully sworn, deposes and says that she is a Vice
President and an Assistant Secretary of Bankers Trust Company, the corporation
described in the foregoing certificate; that she has read the foregoing
certificate and knows the contents thereof, and that the statements herein
contained are true.

                                              Lea Lahtinen
                                     -----------------------------------
                                              Lea Lahtinen

Sworn to before me this 16th day
of  December, 1998



         Sandra L. West
- ---------------------------
         Notary Public

            SANDRA L. WEST
   Notary Public State of New York
            No. 31-4942101
     Qualified in New York County
Commission Expires September 19, 2000



<PAGE>













                                     BY-LAWS






                                  JUNE 22, 1999










                            Bankers Trust Corporation
           (Incorporated under the New York Business Corporation Law)










<PAGE>



                            BANKERS TRUST CORPORATION


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

                                     BY-LAWS


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

                                    ARTICLE I

                                  SHAREHOLDERS


SECTION 1.01 Annual Meetings. The annual meetings of shareholders for the
election of directors and for the transaction of such other business as may
properly come before the meeting shall be held on the third Tuesday in April of
each year, if not a legal holiday, and if a legal holiday then on the next
succeeding business day, at such hour as shall be designated by the Board of
Directors. If no other hour shall be so designated such meeting shall be held at
3 P.M.

SECTION 1.02 Special Meetings. Special meetings of the shareholders, except
those regulated otherwise by statute, may be called at any time by the Board of
Directors, or by any person or committee expressly so authorized by the Board of
Directors and by no other person or persons.

SECTION 1.03 Place of Meetings. Meetings of shareholders shall be held at such
place within or without the State of New York as shall be determined from time
to time by the Board of Directors or, in the case of special meetings, by such
person or persons as may be authorized to call a meeting. The place in which
each meeting is to be held shall be specified in the notice of such meeting.

SECTION 1.04 Notice of Meetings. A copy of the written notice of the place, date
and hour of each meeting of shareholders shall be given personally or by mail,
not less than ten nor more than fifty days before the date of the meeting, to
each shareholder entitled to vote at such meeting. Notice of a special meeting
shall indicate that it is being issued by or at the direction of the person or
persons calling the meeting and shall also state the purpose or purposes for
which the meeting is called. Notice of any meeting at which is proposed to take
action which would entitle shareholders to receive payment for their shares
pursuant to statutory provisions must include a statement of that purpose and to
that effect. If mailed, such notices of the annual and each special meeting are
given when deposited in the United States mail, postage prepaid, directed to the
shareholder at his address as it appears in the record of shareholders unless he
shall have filed with the Secretary of the corporation a written request that
notices intended for him shall be mailed to some other address, in which case it
shall be directed to him at such other address.

SECTION 1.05 Record Date. For the purpose of determining the shareholders
entitled to notice of or to vote any meeting of shareholders or any adjournment
thereof, or to express consent to or dissent from any proposal without a
meeting, or for the purpose of determining shareholders entitled to receive
payment of any dividend or the allotment of any rights, or for the purpose of
any other action, the Board of Directors may fix, in advance, a date as the
record date for any such determination of shareholders. Such date shall not be
more than fifty nor less than ten days before the date of such meeting, nor more
than fifty days prior to any other action.

SECTION 1.06 Quorum. The presence, in person or by proxy, of the holders of a
majority of the shares entitled to vote thereat shall constitute a quorum at a
meeting of shareholders for the transaction of business, except as otherwise
provided by statute, by the Certificate of Incorporation or by the By-Laws. The
shareholders present in person or by proxy and entitled to vote at any meeting,
despite the absence of a quorum, shall have power to adjourn the meeting from
time to time, to a designated time and place, without notice other than by
announcement at the meeting, and at any adjourned meeting any business may be
transacted that might have been transacted on the original date of the meeting.
However, if after the adjournment the Board of Directors fixes a new record date
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each shareholder of record on the new record date entitled to notice.

SECTION 1.07 Notice of Shareholder Business at Annual Meeting. At an annual
meeting of shareholders, only such business shall be conducted as shall have
been brought before the meeting (a) by or at the direction of the Board of
Directors or (b) by any shareholder of the corporation who complies with the
notice procedures set forth in this Section 1.07. For business to be properly
brought before an annual meeting by a shareholder, the shareholder must have
given timely notice thereof in writing to the Secretary of the corporation. To
be timely, a shareholder's notice must be delivered to or mailed and received at
the principal executive offices of the corporation not less than thirty days nor
more than fifty days prior to the meeting; provided, however, that in the event
that less than forty days' notice or prior public disclosure of the date of the
meeting is given or made to shareholders, notice by the shareholder to be timely
must be received not later than the close of business on the tenth day following
the day on which such notice of the date of the annual meeting was mailed or
such public disclosure was made. A shareholder's notice to the Secretary shall
set forth as to each matter the shareholder proposes to bring before the annual
meeting (a) a brief description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at the annual
meeting, (b) the name and address, as they appear on the corporation's books, of
the shareholder proposing such business, (c) the class and number of shares of
the corporation which are beneficially owned by the shareholder and (d) any
material interest of the shareholder in such business. Notwithstanding anything
in these By-Laws to the contrary, no business shall be conducted at an annual
meeting except in accordance with the procedures set forth in this Section 1.07
and Section 2.03. The Chairman of an annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting and in accordance with the provisions of this Section 1.07
and Section 2.03, and if he should so determine, he shall so declare to the
meeting and any such business not properly brought before the meeting shall not
be transacted.

                                   ARTICLE II

                               BOARD OF DIRECTORS

SECTION 2.01 Number and Qualifications. The business of the corporation shall be
managed by its Board of Directors. The number of directors constituting the
entire Board of Directors shall be not less than seven nor more than fifteen, as
shall be fixed from time to time by vote of a majority of the entire Board of
Directors. Each director shall be at least 21 years of age. Directors need not
be shareholders. No Officer-Director who shall have attained age 65, or earlier
relinquishes his responsibilities and title, shall be eligible to serve as a
director.

SECTION 2.02 Election. At each annual meeting of shareholders, directors shall
be elected by a plurality of the votes to hold office until the next annual
meeting. Subject to the provisions of the statute, of the Certificate of
Incorporation and of the By-Laws, each director shall hold office until the
expiration of the term for which elected, and until his successor has been
elected and qualified.

SECTION 2.03 Nomination and Notification of Nomination. Subject to the rights of
holders of any class or series of stock having a preference over the Common
Stock as to dividends or upon liquidation, nominations for the election of
directors may be made by the Board of Directors or to any committee appointed by
the Board of Directors or by any shareholder entitled to vote in the election of
directors generally. However, any shareholder entitled to vote in the election
of directors generally may nominate one or more persons for election as
directors at a meeting only if written notice of such shareholder's intent to
make such nomination or nominations has been given, either by personal delivery
or by United States mail, postage prepaid, to the Secretary of the corporation
not later than (i) with respect to an election to be held at an annual meeting
of shareholders ninety days in advance of such meeting, and (ii) with respect to
an election to be held at a special meeting of shareholders for the election of
directors, the close of business on the seventh day following the date on which
notice of such meeting is first given to shareholders. Each such notice shall
set forth: (a) the name and address of the shareholder who intends to make the
nomination and of the person or persons to be nominated; (b) a representation
that the shareholder is a holder of record of stock of the corporation entitled
to vote at such meeting and intends to appear in person or by proxy at the
meeting to nominate the person or persons specified in the notice; (c) a
description of all arrangements or understandings between the shareholder and
each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by the
shareholder; (d) such other information regarding each nominee proposed by such
shareholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission, had the
nominee been nominated, or intended to be nominated, by the Board of Directors;
and (e) the consent of each nominee to serve as a director of the corporation if
so elected. At the request of the Board of Directors, any person nominated by
the Board of Directors for election as a director shall furnish to the Secretary
of the corporation that information required to be set forth in a shareholder's
notice of nomination which pertains to the nominee. No person shall be eligible
for election as a director of the corporation unless nominated in accordance
with the procedures set forth in the By-Laws. The Chairman of the meeting shall,
if the facts warrant, determine and declare to the meeting that a nomination was
not made in accordance with the procedures prescribed by these By-Laws, and if
he should so determine, he shall so declare to the meeting and the defective
nomination shall be disregarded.

SECTION 2.04 Regular Meetings. Regular meetings of the Board of Directors may be
held without notice at such places and times as may be fixed from time to time
by resolution of the Board and a regular meeting for the purpose of organization
and transaction of other business shall be held each year after the adjournment
of the annual meeting of shareholders.

SECTION 2.05 Special Meetings. The Chairman of the Board, the Chief Executive
Officer, the President, the Senior Vice Chairman or any Vice Chairman may, and
at the request of three directors shall, call a special meeting of the Board of
Directors, two days' notice of which shall be given in person or by mail,
telegraph, radio, telephone or cable. Notice of a special meeting need not be
given to any director who submits a signed waiver of notice whether before or
after the meeting, or who attends the meeting without protesting, prior thereto
or at its commencement, the lack of notice to him.

SECTION 2.06 Place of Meeting. The directors may hold their meetings, have one
or more offices, and keep the books of the corporation (except as may be
provided by law) at any place, either within or without the State of New York,
as they may from time to time determine.

SECTION 2.07 Quorum and Vote. At all meetings of the Board of Directors the
presence of one-third of the entire Board, but not less than two directors,
shall constitute a quorum for the transaction of business. Any one or more
members of the Board of Directors or of any committee thereof may participate in
a meeting of the Board of Directors or a committee thereof by means of a
conference telephone or similar communications equipment which allows all
persons participating in the meeting to hear each other at the same time.
Participation by such means shall constitute presence in person at such a
meeting. The vote of a majority of the directors present at the time of the
vote, if a quorum is present at such time, shall be the act of the Board of
Directors, except as may be otherwise provided by statute or the By-Laws.

SECTION 2.08 Vacancies. Newly created directorships resulting from increase in
the number of directors and vacancies in the Board of Directors, whether caused
by resignation, death, removal or otherwise, may be filled by vote of a majority
of the directors then in office, although less than a quorum exists.

                                   ARTICLE III

                         EXECUTIVE AND OTHER COMMITTEES

SECTION 3.01 Designation and Authority. The Board of Directors, by resolution
adopted by a majority of the entire Board, may designate from among its members
an Executive Committee and other committees, each consisting of three or more
directors. Each such committee, to the extent provided in the resolution or the
By-Laws, shall have all the authority of the Board, except that no such
committee shall have authority as to:

         (i) the submission to shareholders of any action as to which
shareholders' authorization is required by law.

         (ii) the filling of vacancies in the Board of Directors or any
committee.

         (iii) the fixing of compensation of directors for serving on the Board
or on any committee.

         (iv) the amendment or appeal of the By-Laws, or the adoption of new
By-Laws.

         (v) the amendment or repeal of any resolution of the Board which by its
terms shall not be so amendable or repealable.

The Board may designate one or more directors as alternate members of any such
committee, who may replace any absent member or members at any meeting of such
committee. Each such committee shall serve at the pleasure of the Board of
Directors.

SECTION 3.02 Procedure. Except as may be otherwise provided by statute, by the
By-Laws or by resolution of the Board of Directors, each committee may make
rules for the call and conduct of its meetings. Each committee shall keep a
record of its acts and proceedings and shall report the same from time to time
to the Board of Directors.

                                   ARTICLE IV

                                    OFFICERS

SECTION 4.01 Titles and General. The Board of Directors shall elect from among
their number a Chairman of the Board and a Chief Executive Officer, and may also
elect a President, a Senior Vice Chairman, one or more Vice Chairmen, one or
more Executive Vice Presidents, one or more Senior Vice Presidents, one or more
Principals, one or more Vice Presidents, a Secretary, a Controller, a Treasurer,
a General Counsel, a General Auditor, and a General Credit Auditor, who need not
be directors. The officers of the corporation may also include such other
officers or assistant officers as shall from time to time be elected or
appointed by the Board. The Chairman of the Board or the Chief Executive Officer
or, in their absence, the President, the Senior Vice Chairman or any Vice
Chairman, may from time to time appoint assistant officers. All officers elected
or appointed by the Board of Directors shall hold their respective offices
during the pleasure of the Board of Directors, and all assistant officers shall
hold office at the pleasure of the Board or the Chairman of the Board or the
Chief Executive Officer or, in their absence, the President, the Senior Vice
Chairman or any Vice Chairman. The Board of Directors may require any and all
officers and employees to give security for the faithful performance of their
duties.

SECTION 4.02 Chairman of the Board. The Chairman of the Board shall preside at
all meetings of the shareholders and of the Board of Directors. Subject to the
Board of Directors, he shall exercise all the powers and perform all the duties
usual to such office and shall have such other powers as may be prescribed by
the Board of Directors or the Executive Committee or vested in him by the
By-Laws.

SECTION 4.03 Chief Executive Officer. The Board of Directors shall designate the
Chief Executive Officer of the corporation, which person may also hold the
additional title of Chairman of the Board, President, Senior Vice Chairman or
Vice Chairman. Subject to the Board of Directors, he shall exercise all the
powers and perform all the duties usual to such office and shall have such other
powers as may be prescribed by the Board of Directors or the Executive Committee
or vested in him by the By-Laws.

SECTION 4.04 Chairman of the Board, President, Senior Vice Chairman, Vice
Chairmen, Executive Vice Presidents, Senior Vice Presidents, Principals and Vice
Presidents. The Chairman of the Board or, in his absence or incapacity the
President or, in his absence or incapacity, the Senior Vice Chairman, the Vice
Chairmen, the Executive Vice Presidents, or in their absence, the Senior Vice
Presidents, in the order established by the Board of Directors shall, in the
absence or incapacity of the Chief Executive Officer perform the duties of the
Chief Executive Officer. The President, the Senior Vice Chairman, the Vice
Chairmen, the Executive Vice Presidents, the Senior Vice Presidents, the
Principals, and the Vice Presidents shall also perform such other duties and
have such other powers as may be prescribed or assigned to them, respectively,
from time to time by the Board of Directors, the Executive Committee, the Chief
Executive Officer, or the By-Laws.

SECTION 4.05 Controller. The Controller shall perform all the duties customary
to that office and except as may be otherwise provided by the Board of Directors
shall have the general supervision of the books of account of the corporation
and shall also perform such other duties and have such powers as may be
prescribed or assigned to him from time to time by the Board of Directors, the
Executive Committee, the Chief Executive Officer, or the By-Laws.

SECTION 4.06 Secretary. The Secretary shall keep the minutes of the meetings of
the Board of Directors and of the shareholders and shall have the custody of the
seal of the corporation. He shall perform all other duties usual to that office,
and shall also perform such other duties and have such powers as may be
prescribed or assigned to him from time to time by the Board of Directors, the
Executive Committee, the Chairman of the Board, the Chief Executive Officer, or
the By-Laws.


                                    ARTICLE V

                INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

SECTION 5.01 The corporation shall, to the fullest extent permitted by Section
721 of the New York Business Corporation Law, indemnify any person who is or was
made, or threatened to be made, a party to an action or proceeding, whether
civil or criminal, whether involving any actual or alleged breach of duty,
neglect or error, any accountability, or any actual or alleged misstatement,
misleading statement or other act or omission and whether brought or threatened
in any court or administrative or legislative body or agency, including an
action by or in the right of the corporation to procure a judgment in its favor
and an action by or in the right of any other corporation of any type or kind,
domestic or foreign, or any partnership, joint venture, trust, employee benefit
plan or other enterprise, which any director or officer of the corporation is
serving or served in any capacity at the request of the corporation by reason of
the fact that he, his testator or intestate, is or was a director or officer of
the corporation, or is serving or served such other corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise in any capacity,
against judgments, fines, amounts paid in settlement, and costs, charges and
expenses, including attorneys' fees, or any appeal therein; provided, however,
that no indemnification shall be provided to any such person if a judgment or
other final adjudication adverse to the director or officer establishes that (i)
his acts were committed in bad faith or were the result of active and deliberate
dishonesty and, in either case, were material to the cause of action so
adjudicated, or (ii) he personally gained in fact a financial profit or other
advantage to which he was not legally entitled.

SECTION 5.02 The corporation may indemnify any other person to whom the
corporation is permitted to provide indemnification or the advancement of
expenses by applicable law, whether pursuant to rights granted pursuant to, or
provided by, the New York Business Corporation Law or other rights created by
(i) a resolution of shareholders, (ii) a resolution of directors, or (iii) an
agreement providing for such indemnification, it being expressly intended that
these By-Laws authorize the creation of other rights in any such manner.

SECTION 5.03 The corporation shall, from time to time, reimburse or advance to
any person referred to in Section 5.01 the funds necessary for payment of
expenses, including attorneys' fees, incurred in connection with any action or
proceeding referred to in Section 5.01, upon receipt of a written undertaking by
or on behalf of such person to repay such amount(s) if a judgment or other final
adjudication adverse to the director or officer establishes that (i) his acts
were committed in bad faith or were the result of active and deliberate
dishonesty and, in either case, were material to the cause of action so
adjudicated, or (ii) he personally gained in fact a financial profit or other
advantage to which he was not legally entitled.

SECTION 5.04 Any director or officer of the corporation serving (i) another
corporation, of which a majority of the shares entitled to vote in the election
of its directors is held by the corporation, or (ii) any employee benefit plan
of the corporation or any corporation referred to in clause (i), in any capacity
shall be deemed to be doing so at the request of the corporation. In all other
cases, the provisions of this Article V will apply (i) only if the person
serving another corporation or any partnership, joint venture, trust, employee
benefit plan or other enterprise so served at the specific request of the
corporation, evidenced by a written communication signed by the Chairman of the
Board, the Chief Executive Officer, the President, the Senior Vice Chairman or
any Vice Chairman, and (ii) only if and to the extent that, after making such
efforts as the Chairman of the Board, the Chief Executive Officer, or the
President shall deem adequate in the circumstances, such person shall be unable
to obtain indemnification from such other enterprise or its insurer.

SECTION 5.05 Any person entitled to be indemnified or to the reimbursement or
advancement of expenses as a matter of right pursuant to this Article V may
elect to have the right to indemnification (or advancement of expenses)
interpreted on the basis of the applicable law in effect at the time of the
occurrence of the event or events giving rise to the action or proceeding, to
the extent permitted by law, or on the basis of the applicable law in effect at
the time indemnification is sought.

SECTION 5.06 The right to be indemnified or to the reimbursement or advancement
of expenses pursuant to this Article V (i) is a contract right pursuant to which
the person entitled thereto may bring suit as if the provisions hereof were set
forth in a separate written contract between the corporation and the director or
officer, (ii) is intended to be retroactive and shall be available with respect
to events occurring prior to the adoption hereof, and (iii) shall continue to
exist after the rescission or restrictive modification hereof with respect to
events occurring prior thereto.

SECTION 5.07 If a request to be indemnified or for the reimbursement or
advancement of expenses pursuant hereto is not paid in full by the corporation
within thirty days after a written claim has been received by the corporation,
the claimant may at any time thereafter bring suit against the corporation to
recover the unpaid amount of the claim and, if successful in whole or in part,
the claimant shall be entitled also to be paid the expenses of prosecuting such
claim. Neither the failure of the corporation (including its Board of Directors,
independent legal counsel, or its shareholders) to have made a determination
prior to the commencement of such action that indemnification of or
reimbursement or advancement of expenses to the claimant is proper in the
circumstances, nor an actual determination by the corporation (including its
Board of Directors, independent legal counsel, or its shareholders) that the
claimant is not entitled to indemnification or to the reimbursement or
advancement of expenses, shall be a defense to the action or create a
presumption that the claimant is not so entitled.

SECTION 5.08 A person who has been successful, on the merits or otherwise, in
the defense of a civil or criminal action or proceeding of the character
described in Section 5.01 shall be entitled to indemnification only as provided
in Sections 5.01 and 5.03, notwithstanding any provision of the New York
Business Corporation Law to the contrary.


                                   ARTICLE VI

                                      SEAL

SECTION 6.01 Corporate Seal. The corporate seal shall contain the name of the
corporation and the year and state of its incorporation. The seal may be altered
from time to time at the discretion of the Board of Directors.



                                   ARTICLE VII

                               SHARE CERTIFICATES

SECTION 7.01 Form. The certificates for shares of the corporation shall be in
such form as shall be approved by the Board of Directors and shall be signed by
the Chairman of the Board, the Chief Executive Officer, the President, the
Senior Vice Chairman or any Vice Chairman and the Secretary or an Assistant
Secretary, and shall be sealed with the seal of the corporation or a facsimile
thereof. The signatures of the officers upon the certificate may be facsimiles
if the certificate is countersigned by a transfer agent or registered by a
registrar other than the corporation itself or its employees.

                                  ARTICLE VIII

                                     CHECKS

SECTION 8.01 Signatures. All checks, drafts and other orders for the payment of
money shall be signed by such officer or officers or agent or agents as the
Board of Directors may designate from time to time.

                                   ARTICLE IX

                                    AMENDMENT

SECTION 9.01 Amendment of By-Laws. The By-Laws may be amended, repealed or added
to by vote of the holders of the shares at the time entitled to vote in the
election of any directors. The Board of Directors may also amend, repeal or add
to the By-Laws, but any By-Laws adopted by the Board of Directors may be amended
or repealed by the shareholders entitled to vote thereon as provided herein. If
any By-Law regulating an impending election of directors is adopted, amended or
repealed by the Board, there shall be set forth in the notice of the next
meeting of shareholders for the election of directors the By-Laws so adopted,
amended or repealed, together with concise statement of the changes made.

                                    ARTICLE X

SECTION 10.01 Construction. The masculine gender, when appearing in these
By-Laws, shall be deemed to include the feminine gender.



<PAGE>



I, Boris Treyger, Associate of Bankers Trust Company, New York, New York, hereby
certify that the foregoing is a complete, true and correct copy of the By-Laws
of Bankers Trust Company, and that the same are in full force and effect at this
date.



                                                            /s/ Boris Treyger
                                                              Boris Treyger
                                                              Associate



DATED:  July 13th, 2001



<PAGE>


Legal Title of Bank:  Bankers Trust Company               Call Date:   12/31/00
Address:              130 Liberty Street                  Vendor ID:   D
City, State ZIP:      New York, NY  10006                 Transit#:    21001003

State#: 36-4840                                                       FFIEC 031
Cert#:  00623                                                         Page RC-1

                                                                          11

Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for December 31, 2000

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, reported the amount outstanding as of the last business day of the
quarter.

Schedule RC--Balance Sheet

<TABLE>
<CAPTION>

                                                                                                                 -----------
                                                                                                                 |  C400    |
                                                                                                 ----------------------------
                                                              Dollar Amounts in Thousands        |  RCFD                    |
- -----------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                                                                          <C>     <C>             <C>
ASSETS                                                                                           |   / / / / /  / / / /     |
  1.    Cash and balances due from depository institutions (from Schedule RC-A):                 |   / / / / /  / / / /     |
         a.   Noninterest-bearing balances and currency and coin (1) ............................|   0081    1,419,000      |1.a.
         b.   Interest-bearing balances (2) .....................................................|   0071    1,423,000      |1.b.
  2.    Securities:                                                                              |   / / / /  / / / / /     |
         a.   Held-to-maturity securities (from Schedule RC-B, column A) ....................... |   1754            0      |2.a.
         b.   Available-for-sale securities (from Schedule RC-B, column D)...................... |   1773      354,000      |2.b.
  3.   Federal funds sold and securities purchased under agreements to resell................... |   1350    8,525,000      |3.
  4.   Loans and lease financing receivables:                                                    |   / / / / // / / / /     |
        a. Loans and leases, net of unearned income (from Schedule RC-C) RCFD 2122  22,038,000   |   / / / / // / / / /     |4.a.
        b. LESS:   Allowance for loan and lease losses................ ..RCFD 3123     458,000   |   / / / / / / / / /      |4.b.
        c.   LESS:   Allocated transfer risk reserve ....................RCFD 3128           0   |   / / / / / / / / /      |4.c.
        d.   Loans and leases, net of unearned income,                                           |   / / / / / / / / /      |
             allowance, and reserve (item 4.a minus 4.b and 4.c) ................................|   2125   15,892,000      |4.d.
  5.   Trading Assets (from schedule RC-D)  .....................................................|   3545   12,779,000      |5.
  6.   Premises and fixed assets (including capitalized leases) .................................|   2145      600,000      |6.
  7.   Other real estate owned (from Schedule RC-M) .............................................|   2150      103,000      |7.
  8.   Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M)..|   2130       51,000      |8.
  9.   Customers' liability to this bank on acceptances outstanding .............................|   2155      254,000      |9.
10.   Intangible assets (from Schedule RC-M) ....................................................|   2143       70,000      |10.
11.   Other assets (from Schedule RC-F) .........................................................|   2160    2,854,000      |11.
12.   Total assets (sum of items 1 through 11) ..................................................|   2170   44,324,000      |12.
                                                                                                 -------------------------------

</TABLE>


- --------------------------
(1)      Includes cash items in process of collection and unposted debits.
(2)      Includes time certificates of deposit not held for trading.










<PAGE>


Legal Title of Bank:  Bankers Trust Company               Call Date:   12/31/00
Address:              130 Liberty Street                  Vendor ID:   D
City, State ZIP:      New York, NY  10006                 Transit#:    21001003

State#: 36-4840                                                       FFIEC 031
Cert#:  00623                                                         Page RC-2

                                                                          12
<TABLE>
<CAPTION>

Schedule RC--Continued
                                                     Dollar Amounts in Thousands
      ----------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                                                                       <C>        <C>          <C>
LIABILITIES
13.    Deposits:                                                                                |  / / / / / / / / / / / |
         a.   In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I) | RCON 2200  11,415,000  |13.a.
         (1)   Noninterest-bearing(1) ..........................................................| RCON 6631   3,195,000  |13.a.(1)
         (2)  Interest-bearing..................................................................| RCON 6636   8,220,000  |13.a.(2)
         b.   In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E |  / / / / / / / / / / / |
         part II)                                                                               | RCFN 2200   7,744,000  |13.b.
         (1)   Noninterest-bearing .............................................................| RCFN 6631   1,044,000  |13.b.(1)
         (2)   Interest-bearing.................................................................| RCFN 6636   6,700,000  |13.b.(2)
14.    Federal funds purchased and securities sold under agreements to repurchase               | RCFD 2800   8,319,000  |14.
15.    a.   Demand notes issued to the U.S. Treasury ...........................................| RCON 2840     439,000  |15.a.
         b.   Trading liabilities (from Schedule RC-D)..........................................| RCFD 3548   1,814,000  |15.b.
16.    Other borrowed money (includes mortgage indebtedness and obligations under               |                        |
       capitalized leases):                                                                     | / / / / / / / / / / /  |
         a.   With a remaining maturity of one year or less ....................................| RCFD 2332   2,590,000  |16.a.
         b.   With a remaining maturity of more than one year  through three years............. | A547          842,000  |16.b.
         c.  With a remaining maturity of more than three years.................................| A548          558,000  |16.c
17.    Not Applicable.                                                                          | / / / / / / / / / / / /|17.
18.    Bank's liability on acceptances executed and outstanding ................................| RCFD 2920     254,000  |18.
19.    Subordinated notes and debentures (2)....................................................| RCFD 3200     284,000  |19.
20.    Other liabilities (from Schedule RC-G) ..................................................| RCFD 2930   3,467,000  |20.
21.    Total liabilities (sum of items 13 through 20) ..........................................| RCFD 2948  37,726,000  |21.
22.    Not Applicable                                                                           |  / / / / / / / / / / / |
                                                                                                | / / / / / / / / / / / /|22.
EQUITY CAPITAL                                                                                  | / / / / / / / / / / / /|
23.    Perpetual preferred stock and related surplus ...........................................| RCFD 3638   1,500,000  |23.
24.    Common stock ............................................................................| RCFD 3230   2,127,000  |24.
25.    Surplus (exclude all surplus related to preferred stock) ................................| RCFD 3839     584,000  |25.
26.    a.   Undivided profits and capital reserves .............................................| RCFD 3632   2,468,000  |26.a.
       b.   Net unrealized holding gains (losses) on available-for-sale securities .............| RCFD 8434       5,000  |26.b.
       c.   Accumulated net gains (losses) on cash flow hedges..................................| RCFD 4336           0  |26c.
27.    Cumulative foreign currency translation adjustments .....................................| RCFD 3284     (86,000) |27.
28.    Total equity capital (sum of items 23 through 27) .......................................| RCFD 3210   6,598,000  |28.
29.    Total liabilities and equity capital (sum of items 21 and 28)............................| RCFD 3300  44,324,000  |29
                                                                                                |                        |
                                                                                                --------------------------
</TABLE>

Memorandum
To be reported only with the March Report of Condition.

1. Indicate in the box at the right the number of the statement
   below that best describes the most comprehensive level
   of auditing work performed for the bank by independent
   external auditors as of any date during       __________ Number____________
   1999..........................................|RCFD  6724   N/A       |  M.1
                                                 -----------------------------

<TABLE>

<S>                                                                 <C>
1 =   Independent audit of the bank conducted in accordance         4 =  Directors' examination of the bank performed by other
      with generally accepted auditing standards by a certified          external auditors (may be required by state chartering
      public accounting firm which submits a report on the bank          authority)
2 =   Independent audit of the bank's parent holding company        5 =   Review of the bank's financial statements by external
      conducted in accordance with generally accepted auditing            auditors
      standards by a certified public accounting firm which         6 =  Compilation of the bank's financial statements by external
      submits a report on the consolidated holding company                auditors
      (but not on the bank separately)                              7 =   Other audit procedures (excluding tax preparation work)
3 =   Directors' examination of the bank conducted in               8 =   No external audit work
      accordance with generally accepted auditing standards
      by a certified public accounting firm (may be required by
      state chartering authority)

</TABLE>

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

(1)  Including total demand deposits and noninterest-bearing time and savings
     deposits.

(2)  Includes limited-life preferred stock and related surplus.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.3
<SEQUENCE>12
<FILENAME>ex25_3.txt
<TEXT>

                                                                    Exhibit 25.3
 -----------------------------------------------------------------------------
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------
                                    FORM T-1

               STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF
               A CORPORATION DESIGNATED TO ACT AS PROPERTY TRUSTEE and GUARANTEE
               TRUSTEE

               CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
               PURSUANT TO SECTION 305(b)(2)
                         ------------------------------

                              BANKERS TRUST COMPANY
               (Exact name of trustee as specified in its charter)

NEW YORK                                                      13-4941247
(Jurisdiction of Incorporation or                            (I.R.S. Employer
organization if not a U.S. national bank)                    Identification no.)

FOUR ALBANY STREET
NEW YORK, NEW YORK                                            10006
(Address of principal                                         (Zip Code)
executive offices)

                              Bankers Trust Company
                                Legal Department
                         130 Liberty Street, 31st Floor
                            New York, New York 10006
                                 (212) 250-2201
            (Name, address and telephone number of agent for service)
                        ---------------------------------

                              THE SOUTHERN COMPANY
                     SOUTHERN COMPANY CAPITAL FUNDING, INC.
                        SOUTHERN COMPANY CAPITAL TRUST VI
               (Exact name of obligor as specified in its charter)


                  Delaware                                    58-0690070
                  Delaware                                    58-2318047
                  Delaware                                    58-6442701
     (State or other jurisdiction of                       (I.R.S. employer
      Incorporation or organization)                      Identification no.)

                             270 Peachtree Street NW
                                Atlanta, GA 30303
                    (Address of principal executive offices)

            Preferred Securities of Southern Company Capital Trust VI
                       (Title of the indenture securities)


<PAGE>





Item   1.         General Information.
                  Furnish the following information as to the trustee.

                    (a)  Name and address of each examining or supervising
                         authority to which it is subject.

                  Name                                          Address

                  Federal Reserve Bank (2nd District)           New York, NY
                  Federal Deposit Insurance Corporation         Washington, D.C.
                  New York State Banking Department             Albany, NY

                    (b)  Whether it is authorized to exercise corporate trust
                         powers. Yes.

Item   2.         Affiliations with Obligor.

                  If the obligor is an affiliate of the Trustee, describe each
such affiliation.

                  None.

Item 3. -15.      Not Applicable

Item  16.         List of Exhibits.

                        Exhibit 1 - Restated Organization Certificate of
                                    Bankers Trust Company dated August 7, 1990,
                                    Certificate of Amendment of the Organization
                                    Certificate of Bankers Trust Company dated
                                    June 21, 1995 - Incorporated herein by
                                    reference to Exhibit 1 filed with Form T-1
                                    Statement, Registration No. 33-65171,
                                    Certificate of Amendment of the Organization
                                    Certificate of Bankers Trust Company dated
                                    March 20, 1996, incorporate by referenced to
                                    Exhibit 1 filed with Form T-1 Statement,
                                    Registration No. 333-25843 and Certificate
                                    of Amendment of the Organization Certificate
                                    of Bankers Trust Company dated June 19,
                                    1997, copy attached.

                        Exhibit 2 - Certificate of Authority to commence
                                    business - Incorporated herein by reference
                                    to Exhibit 2 filed with Form T-1 Statement,
                                    Registration No. 33-21047.


                        Exhibit 3 - Authorization of the Trustee to exercise
                                    corporate trust powers - Incorporated herein
                                    by reference to Exhibit 2 filed with Form
                                    T-1 Statement, Registration No. 33-21047.

                        Exhibit 4 - Existing By-Laws of Bankers Trust
                                    Company, as amended on November 18, 1997.
                                    Copy attached.

                                       -2-


<PAGE>





                        Exhibit 5 - Not applicable.

                        Exhibit 6 - Consent of Bankers Trust Company
                                    required by Section 321(b) of the Act. -
                                    Incorporated herein by reference to Exhibit
                                    4 filed with Form T-1 Statement,
                                    Registration No. 22-18864.

                        Exhibit 7 - The latest report of condition of
                                    Bankers Trust Company dated as of December
                                    31, 1997. Copy attached.

                        Exhibit 8 - Not Applicable.

                        Exhibit 9 - Not Applicable.
























                                       -3-



<PAGE>


                                    SIGNATURE



         Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Bankers Trust Company, a corporation organized and
existing under the laws of the State of New York, has duly caused this statement
of eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in The City of New York, and State of New York, on the 13th day
of July, 2001.


                                    BANKERS TRUST COMPANY



                                    By:      /s/Boris Treyger/
                                             Boris Treyger
                                           Assistant Treasurer





















                                       -4-


<PAGE>



                               State of New York,

                               Banking Department



         I, MANUEL KURSKY, Deputy Superintendent of Banks of the State of New
York, DO HEREBY APPROVE the annexed Certificate entitled "RESTATED ORGANIZATION
CERTIFICATE OF BANKERS TRUST COMPANY Under Section 8007 of the Banking Law,"
dated August 6, 1998, providing for the restatement of the Organization
Certificate and all amendments into a single certificate.




Witness, my hand and official seal of the Banking Department at the City of New
York,

               this 31st day of August in the Year of our Lord one thousand nine
               hundred and ninety-eight.



                                          Manuel Kursky
                                 -----------------------------------
                                 Deputy Superintendent of Banks







<PAGE>






                                    RESTATED
                                  ORGANIZATION
                                   CERTIFICATE
                                       OF
                              BANKERS TRUST COMPANY


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

                               Under Section 8007
                               Of the Banking Law

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















                              Bankers Trust Company
                               130 Liberty Street
                              New York, N.Y. 10006




    Counterpart Filed in the Office of the Superintendent of Banks, State of
                            New York, August 31, 1998





<PAGE>







                        RESTATED ORGANIZATION CERTIFICATE
                                       OF
                                  BANKERS TRUST
                      Under Section 8007 of the Banking Law

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


     We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing
Director and an Assistant Secretary and a Vice President and an Assistant
Secretary of BANKERS TRUST COMPANY, do hereby certify:

     1. The name of the corporation is Bankers Trust Company.

     2. The organization certificate of the corporation was filed by the
Superintendent of Banks of the State of New York on March 5, 1903.

     3. The text of the organization certificate, as amended heretofore, is
hereby restated without further amendment or change to read as herein-set forth
in full, to wit:


                          "Certificate of Organization
                                       of
                              Bankers Trust Company

         Know All Men By These Presents That we, the undersigned, James A.
Blair, James G. Cannon, E. C. Converse, Henry P. Davison, Granville W. Garth, A.
Barton Hepburn, Will Logan, Gates W. McGarrah, George W. Perkins, William H.
Porter, John F. Thompson, Albert H. Wiggin, Samuel Woolverton and Edward F. C.
Young, all being persons of full age and citizens of the United States, and a
majority of us being residents of the State of New York, desiring to form a
corporation to be known as a Trust Company, do hereby associate ourselves
together for that purpose under and pursuant to the laws of the State of New
York, and for such purpose we do hereby, under our respective hands and seals,
execute and duly acknowledge this Organization Certificate in duplicate, and
hereby specifically state as follows, to wit:

         I. The name by which the said corporation shall be known is Bankers
Trust Company.

         II. The place where its business is to be transacted is the City of New
York, in the State of New York.

         III. Capital Stock: The amount of capital stock which the corporation
is hereafter to have is Three Billion One Million, Six Hundred Sixty-Six
Thousand, Six Hundred Seventy Dollars ($3,001,666,670), divided into Two Hundred
Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven (200,166,667)
shares with a par value of $10 each designated as Common Stock and 1,000 shares
with a par value of One Million Dollars ($1,000,000) each designated as Series
Preferred Stock.

         (a) Common Stock

         1. Dividends: Subject to all of the rights of the Series Preferred
Stock, dividends may be declared and paid or set apart for payment upon the
Common Stock out of any assets or funds of the corporation legally available for
the payment of dividends.

         2. Voting Rights: Except as otherwise expressly provided with respect
to the Series Preferred Stock or with respect to any series of the Series
Preferred Stock, the Common Stock shall have the exclusive right to vote for the
election of directors and for all other purposes, each holder of the Common
Stock being entitled to one vote for each share thereof held.

         3. Liquidation: Upon any liquidation, dissolution or winding up of the
corporation, whether voluntary or involuntary, and after the holders of the
Series Preferred Stock of each series shall have been paid in full the amounts
to which they respectively shall be entitled, or a sum sufficient for the
payment in full set aside, the remaining net assets of the corporation shall be
distributed pro rata to the holders of the Common Stock in accordance with their
respective rights and interests, to the exclusion of the holders of the Series
Preferred Stock.

         4. Preemptive Rights: No holder of Common Stock of the corporation
shall be entitled, as such, as a matter of right, to subscribe for or purchase
any part of any new or additional issue of stock of any class or series
whatsoever, any rights or options to purchase stock of any class or series
whatsoever, or any securities convertible into, exchangeable for or carrying
rights or options to purchase stock of any class or series whatsoever, whether
now or hereafter authorized, and whether issued for cash or other consideration,
or by way of dividend or other distribution.

         (b) Series Preferred Stock

          1. Board Authority: The Series Preferred Stock may be issued from time
to time by the Board of Directors as herein provided in one or more series. The
designations, relative rights, preferences and limitations of the Series
Preferred Stock, and particularly of the shares of each series thereof, may, to
the extent permitted by law, be similar to or may differ from those of any other
series. The Board of Directors of the corporation is hereby expressly granted
authority, subject to the provisions of this Article III, to issue from time to
time Series Preferred Stock in one or more series and to fix from time to time
before issuance thereof, by filing a certificate pursuant to the Banking Law,
the number of shares in each such series of such class and all designations,
relative rights (including the right, to the extent permitted by law, to convert
into shares of any class or into shares of any series of any class), preferences
and limitations of the shares in each such series, including, buy without
limiting the generality of the foregoing, the following:

                  (i) The number of shares to constitute such series (which
         number may at any time, or from time to time, be increased or decreased
         by the Board of Directors, notwithstanding that shares of the series
         may be outstanding at the time of such increase or decrease, unless the
         Board of Directors shall have otherwise provided in creating such
         series) and the distinctive designation thereof;

                  (ii) The dividend rate on the shares of such series, whether
         or not dividends on the shares of such series shall be cumulative, and
         the date or dates, if any, from which dividends thereon shall be
         cumulative;

                  (iii) Whether or not the share of such series shall be
         redeemable, and, if redeemable, the date or dates upon or after which
         they shall be redeemable, the amount or amounts per share (which shall
         be, in the case of each share, not less than its preference upon
         involuntary liquidation, plus an amount equal to all dividends thereon
         accrued and unpaid, whether or not earned or declared) payable thereon
         in the case of the redemption thereof, which amount may vary at
         different redemption dates or otherwise as permitted by law;

               (iv) The right, if any, of holders of shares of such series to
          convert the same into, or exchange the same for, Common Stock or other
          stock as permitted by law, and the terms and conditions of such
          conversion or exchange, as well as provisions for adjustment of the
          conversion rate in such events as the Board of Directors shall
          determine;

               (v) The amount per share payable on the shares of such series
          upon the voluntary and involuntary liquidation, dissolution or winding
          up of the corporation;

                  (vi) Whether the holders of shares of such series shall have
         voting power, full or limited, in addition to the voting powers
         provided by law and, in case additional voting powers are accorded, to
         fix the extent thereof; and

                  (vii) Generally to fix the other rights and privileges and any
         qualifications, limitations or restrictions of such rights and
         privileges of such series, provided, however, that no such rights,
         privileges, qualifications, limitations or restrictions shall be in
         conflict with the organization certificate of the corporation or with
         the resolution or resolutions adopted by the Board of Directors
         providing for the issue of any series of which there are shares
         outstanding.

         All shares of Series Preferred Stock of the same series shall be
identical in all respects, except that shares of any one series issued at
different times may differ as to dates, if any, from which dividends thereon may
accumulate. All shares of Series Preferred Stock of all series shall be of equal
rank and shall be identical in all respects except that to the extent not
otherwise limited in this Article III any series may differ from any other
series with respect to any one or more of the designations, relative rights,
preferences and limitations described or referred to in subparagraphs (I) to
(vii) inclusive above.

           2. Dividends: Dividends on the outstanding Series Preferred Stock of
each series shall be declared and paid or set apart for payment before any
dividends shall be declared and paid or set apart for payment on the Common
Stock with respect to the same quarterly dividend period. Dividends on any
shares of Series Preferred Stock shall be cumulative only if and to the extent
set forth in a certificate filed pursuant to law. After dividends on all shares
of Series Preferred Stock (including cumulative dividends if and to the extent
any such shares shall be entitled thereto) shall have been declared and paid or
set apart for payment with respect to any quarterly dividend period, then and
not otherwise so long as any shares of Series Preferred Stock shall remain
outstanding, dividends may be declared and paid or set apart for payment with
respect to the same quarterly dividend period on the Common Stock out the assets
or funds of the corporation legally available therefor.

         All Shares of Series Preferred Stock of all series shall be of equal
rank, preference and priority as to dividends irrespective of whether or not the
rates of dividends to which the same shall be entitled shall be the same and
when the stated dividends are not paid in full, the shares of all series of the
Series Preferred Stock shall share ratably in the payment thereof in accordance
with the sums which would be payable on such shares if all dividends were paid
in full, provided, however, that any two or more series of the Series Preferred
Stock may differ from each other as to the existence and extent of the right to
cumulative dividends, as aforesaid.

           3. Voting Rights: Except as otherwise specifically provided in the
certificate filed pursuant to law with respect to any series of the Series
Preferred Stock, or as otherwise provided by law, the Series Preferred Stock
shall not have any right to vote for the election of directors or for any other
purpose and the Common Stock shall have the exclusive right to vote for the
election of directors and for all other purposes.

           4. Liquidation: In the event of any liquidation, dissolution or
winding up of the corporation, whether voluntary or involuntary, each series of
Series Preferred Stock shall have preference and priority over the Common Stock
for payment of the amount to which each outstanding series of Series Preferred
Stock shall be entitled in accordance with the provisions thereof and each
holder of Series Preferred Stock shall be entitled to be paid in full such
amount, or have a sum sufficient for the payment in full set aside, before any
payments shall be made to the holders of the Common Stock. If, upon liquidation,
dissolution or winding up of the corporation, the assets of the corporation or
proceeds thereof, distributable among the holders of the shares of all series of
the Series Preferred Stock shall be insufficient to pay in full the preferential
amount aforesaid, then such assets, or the proceeds thereof, shall be
distributed among such holders ratably in accordance with the respective amounts
which would be payable if all amounts payable thereon were paid in full. After
the payment to the holders of Series Preferred Stock of all such amounts to
which they are entitled, as above provided, the remaining assets and funds of
the corporation shall be divided and paid to the holders of the Common Stock.

         5. Redemption: In the event that the Series Preferred Stock of any
series shall be made redeemable as provided in clause (iii) of paragraph 1 of
section (b) of this Article III, the corporation, at the option of the Board of
Directors, may redeem at any time or times, and from time to time, all or any
part of any one or more series of Series Preferred Stock outstanding by paying
for each share the then applicable redemption price fixed by the Board of
Directors as provided herein, plus an amount equal to accrued and unpaid
dividends to the date fixed for redemption, upon such notice and terms as may be
specifically provided in the certificate filed pursuant to law with respect to
the series.

           6. Preemptive Rights: No holder of Series Preferred Stock of the
corporation shall be entitled, as such, as a matter or right, to subscribe for
or purchase any part of any new or additional issue of stock of any class or
series whatsoever, any rights or options to purchase stock of any class or
series whatsoever, or any securities convertible into, exchangeable for or
carrying rights or options to purchase stock of any class or series whatsoever,
whether now or hereafter authorized, and whether issued for cash or other
consideration, or by way of dividend.

         (c) Provisions relating to Floating Rate Non-Cumulative Preferred
Stock, Series A. (Liquidation value $1,000,000 per share.)

         1. Designation: The distinctive designation of the series established
hereby shall be "Floating Rate Non-Cumulative Preferred Stock, Series A"
(hereinafter called "Series A Preferred Stock").

         2. Number: The number of shares of Series A Preferred Stock shall
initially be 250 shares. Shares of Series A Preferred Stock redeemed, purchased
or otherwise acquired by the corporation shall be cancelled and shall revert to
authorized but unissued Series Preferred Stock undesignated as to series.

         3. Dividends:

         (a) Dividend Payments Dates. Holders of the Series A Preferred Stock
shall be entitled to receive non-cumulative cash dividends when, as and if
declared by the Board of Directors of the corporation, out of funds legally
available therefor, from the date of original issuance of such shares (the
"Issue Date") and such dividends will be payable on March 28, June 28, September
28 and December 28 of each year ("Dividend Payment Date") commencing September
28, 1990, at a rate per annum as determined in paragraph 3(b) below. The period
beginning on the Issue Date and ending on the day preceding the first Dividend
Payment Date and each successive period beginning on a Dividend Payment Date and
ending on the date preceding the next succeeding Dividend Payment Date is herein
called a "Dividend Period". If any Dividend Payment Date shall be, in The City
of New York, a Sunday or a legal holiday or a day on which banking institutions
are authorized by law to close, then payment will be postponed to the next
succeeding business day with the same force and effect as if made on the
Dividend Payment Date, and no interest shall accrue for such Dividend Period
after such Dividend Payment Date.

         (b) Dividend Rate. The dividend rate from time to time payable in
respect of Series A Preferred Stock (the "Dividend Rate") shall be determined on
the basis of the following provisions:

         (i) On the Dividend Determination Date, LIBOR will be determined on the
basis of the offered rates for deposits in U.S. dollars having a maturity of
three months commencing on the second London Business Day immediately following
such Dividend Determination Date, as such rates appear on the Reuters Screen
LIBO Page as of 11:00 A.M. London time, on such Dividend Determination Date. If
at least two such offered rates appear on the Reuters Screen LIBO Page, LIBOR in
respect of such Dividend Determination Dates will be the arithmetic mean
(rounded to the nearest one-hundredth of a percent, with five one-thousandths of
a percent rounded upwards) of such offered rates. If fewer than those offered
rates appear, LIBOR in respect of such Dividend Determination Date will be
determined as described in paragraph (ii) below.

         (ii) On any Dividend Determination Date on which fewer than those
offered rates for the applicable maturity appear on the Reuters Screen LIBO Page
as specified in paragraph (I) above, LIBOR will be determined on the basis of
the rates at which deposits in U.S. dollars having a maturity of three months
commencing on the second London Business Day immediately following such Dividend
Determination Date and in a principal amount of not less than $1,000,000 that is
representative of a single transaction in such market at such time are offered
by three major banks in the London interbank market selected by the corporation
at approximately 11:00 A.M., London time, on such Dividend Determination Date to
prime banks in the London market. The corporation will request the principal
London office of each of such banks to provide a quotation of its rate. If at
least two such quotations are provided, LIBOR in respect of such Dividend
Determination Date will be the arithmetic mean (rounded to the nearest
one-hundredth of a percent, with five one-thousandths of a percent rounded
upwards) of such quotations. If fewer than two quotations are provided, LIBOR in
respect of such Dividend Determination Date will be the arithmetic mean (rounded
to the nearest one-hundredth of a percent, with five one-thousandths of a
percent rounded upwards) of the rates quoted by three major banks in New York
City selected by the corporation at approximately 11:00 A.M., New York City
time, on such Dividend Determination Date for loans in U.S. dollars to leading
European banks having a maturity of three months commencing on the second London
Business Day immediately following such Dividend Determination Date and in a
principal amount of not less than $1,000,000 that is representative of a single
transaction in such market at such time; provided, however, that if the banks
selected as aforesaid by the corporation are not quoting as aforementioned in
this sentence, then, with respect to such Dividend Period, LIBOR for the
preceding Dividend Period will be continued as LIBOR for such Dividend Period.

         (ii) The Dividend Rate for any Dividend Period shall be equal to the
lower of 18% or 50 basis points above LIBOR for such Dividend Period as LIBOR is
determined by sections (I) or (ii) above.

As used above, the term "Dividend Determination Date" shall mean, with respect
to any Dividend Period, the second London Business Day prior to the commencement
of such Dividend Period; and the term "London Business Day" shall mean any day
that is not a Saturday or Sunday and that, in New York City, is not a day on
which banking institutions generally are authorized or required by law or
executive order to close and that is a day on which dealings in deposits in U.S.
dollars are transacted in the London interbank market.

           4. Voting Rights: The holders of the Series A Preferred Stock shall
have the voting power and rights set forth in this paragraph 4 and shall have no
other voting power or rights except as otherwise may from time to time be
required by law.

         So long as any shares of Series A Preferred Stock remain outstanding,
the corporation shall not, without the affirmative vote or consent of the
holders of at least a majority of the votes of the Series Preferred Stock
entitled to vote outstanding at the time, given in person or by proxy, either in
writing or by resolution adopted at a meeting at which the holders of Series A
Preferred Stock (alone or together with the holders of one or more other series
of Series Preferred Stock at the time outstanding and entitled to vote) vote
separately as a class, alter the provisions of the Series Preferred Stock so as
to materially adversely affect its rights; provided, however, that in the event
any such materially adverse alteration affects the rights of only the Series A
Preferred Stock, then the alteration may be effected with the vote or consent of
at least a majority of the votes of the Series A Preferred Stock; provided,
further, that an increase in the amount of the authorized Series Preferred Stock
and/or the creation and/or issuance of other series of Series Preferred Stock in
accordance with the organization certificate shall not be, nor be deemed to be,
materially adverse alterations. In connection with the exercise of the voting
rights contained in the preceding sentence, holders of all series of Series
Preferred Stock which are granted such voting rights (of which the Series A
Preferred Stock is the initial series) shall vote as a class (except as
specifically provided otherwise) and each holder of Series A Preferred Stock
shall have one vote for each share of stock held and each other series shall
have such number of votes, if any, for each share of stock held as may be
granted to them.

         The foregoing voting provisions will not apply if, in connection with
the matters specified, provision is made for the redemption or retirement of all
outstanding Series A Preferred Stock.

         5. Liquidation: Subject to the provisions of section (b) of this
Article III, upon any liquidation, dissolution or winding up of the corporation,
whether voluntary or involuntary, the holders of the Series A Preferred Stock
shall have preference and priority over the Common Stock for payment out of the
assets of the corporation or proceeds thereof, whether from capital or surplus,
of $1,000,000 per share (the "liquidation value") together with the amount of
all dividends accrued and unpaid thereon, and after such payment the holders of
Series A Preferred Stock shall be entitled to no other payments.

           6. Redemption: Subject to the provisions of section (b) of this
Article III, Series A Preferred Stock may be redeemed, at the option of the
corporation in whole or part, at any time or from time to time at a redemption
price of $1,000,000 per share, in each case plus accrued and unpaid dividends to
the date of redemption.

         At the option of the corporation, shares of Series A Preferred Stock
redeemed or otherwise acquired may be restored to the status of authorized but
unissued shares of Series Preferred Stock.

         In the case of any redemption, the corporation shall give notice of
such redemption to the holders of the Series A Preferred Stock to be redeemed in
the following manner: a notice specifying the shares to be redeemed and the time
and place of redemption (and, if less than the total outstanding shares are to
be redeemed, specifying the certificate numbers and number of shares to be
redeemed) shall be mailed by first class mail, addressed to the holders of
record of the Series A Preferred Stock to be redeemed at their respective
addresses as the same shall appear upon the books of the corporation, not more
than sixty (60) days and not less than thirty (30) days previous to the date
fixed for redemption. In the event such notice is not given to any shareholder
such failure to give notice shall not affect the notice given to other
shareholders. If less than the whole amount of outstanding Series A Preferred
Stock is to be redeemed, the shares to be redeemed shall be selected by lot or
pro rata in any manner determined by resolution of the Board of Directors to be
fair and proper. From and after the date fixed in any such notice as the date of
redemption (unless default shall be made by the corporation in providing moneys
at the time and place of redemption for the payment of the redemption price) all
dividends upon the Series A Preferred Stock so called for redemption shall cease
to accrue, and all rights of the holders of said Series A Preferred Stock as
stockholders in the corporation, except the right to receive the redemption
price (without interest) upon surrender of the certificate representing the
Series A Preferred Stock so called for redemption, duly endorsed for transfer,
if required, shall cease and terminate. The corporation's obligation to provide
moneys in accordance with the preceding sentence shall be deemed fulfilled if,
on or before the redemption date, the corporation shall deposit with a bank or
trust company (which may be an affiliate of the corporation) having an office in
the Borough of Manhattan, City of New York, having a capital and surplus of at
least $5,000,000 funds necessary for such redemption, in trust with irrevocable
instructions that such funds be applied to the redemption of the shares of
Series A Preferred Stock so called for redemption. Any interest accrued on such
funds shall be paid to the corporation from time to time. Any funds so deposited
and unclaimed at the end of two (2) years from such redemption date shall be
released or repaid to the corporation, after which the holders of such shares of
Series A Preferred Stock so called for redemption shall look only to the
corporation for payment of the redemption price.

         IV. The name, residence and post office address of each member of the
corporation are as follows:

<TABLE>
<CAPTION>

                 Name                    Residence                              Post Office Address

<S>                                      <C>                                    <C>
James A. Blair                           9 West 50th Street,                    33 Wall Street,
                                           Manhattan, New York City               Manhattan, New York City

James G. Cannon                          72 East 54th Street,                   14 Nassau Street,
                                           Manhattan New York City                Manhattan, New York City

E. C. Converse                           3 East 78th Street,                    139 Broadway,
                                           Manhattan, New York City               Manhattan, New York City

Henry P. Davison                         Englewood,                             2 Wall Street,
                                           New Jersey                             Manhattan, New York City

Granville W. Garth                       160 West 57th Street,                  33 Wall Street
                                           Manhattan, New York City               Manhattan, New York City

A. Barton Hepburn                        205 West 57th Street                   83 Cedar Street
                                           Manhattan, New York City               Manhattan, New York City

William Logan                            Montclair,                             13 Nassau Street
                                           New Jersey                             Manhattan, New York City

George W. Perkins                        Riverdale,                             23 Wall Street,
                                           New York                               Manhattan, New York City

William H. Porter                        56 East 67th Street                    270 Broadway,
                                           Manhattan, New York City               Manhattan, New York City

John F. Thompson                         Newark,                                143 Liberty Street,
                                           New Jersey                             Manhattan, New York City

Albert H. Wiggin                         42 West 49th Street,                   214 Broadway,
                                           Manhattan, New York City               Manhattan, New York City

Samuel Woolverton                        Mount Vernon,                          34 Wall Street,
                                           New York                               Manhattan, New York City
Edward F.C. Young                        85 Glenwood Avenue,                    1 Exchange Place,
                                           Jersey City, New Jersey                Jersey City, New Jersey

</TABLE>

         V. The existence of the corporation shall be perpetual.

         VI. The subscribers, the members of the said corporation, do, and each
for himself does, hereby declare that he will accept the responsibilities and
faithfully discharge the duties of a director therein, if elected to act as
such, when authorized accordance with the provisions of the Banking Law of the
State of New York.

         VII. The number of directors of the corporation shall not be less than
10 nor more than 25."

         4. The foregoing restatement of the organization certificate was
authorized by the Board of Directors of the corporation at a meeting held on
July 21, 1998.

         IN WITNESS WHEREOF, we have made and subscribed this certificate this
6th day of August, 1998.

         IN WITNESS WHEREOF, we have made and subscribed this certificate this
6th day of August, 1998.



                                   James T. Byrne, Jr.
                          --------------------------------------------
                                   James T. Byrne, Jr.
                          Managing Director and Secretary


                                   Lea Lahtinen
                          --------------------------------------------
                                   Lea Lahtinen
                          Vice President and Assistant Secretary


                                  Lea Lahtinen
                         -----------------------------------
                                  Lea Lahtinen


<PAGE>





State of New York          )
                           )  ss:
County of New York         )





         Lea Lahtinen, being duly sworn, deposes and says that she is a Vice
President and an Assistant Secretary of Bankers Trust Company, the corporation
described in the foregoing certificate; that she has read the foregoing
certificate and knows the contents thereof, and that the statements herein
contained are true.

                                               Lea Lahtinen
                                      -----------------------------------
                                               Lea Lahtinen

Sworn to before me this 6th day of August, 1998.




         Sandra L. West
- ---------------------------
         Notary Public

            SANDRA L. WEST
   Notary Public State of New York
            No. 31-4942101
     Qualified in New York County
Commission Expires September 19, 1998





<PAGE>


                               State of New York,

                               Banking Department


         I, MANUEL KURSKY, Deputy Superintendent of Banks of the State of New
York, DO HEREBY APPROVE the annexed Certificate entitled "CERTIFICATE OF
AMENDMENT OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY Under Section
8005 of the Banking Law," dated September 16, 1998, providing for an increase in
authorized capital stock from $3,001,666,670 consisting of 200,166,667 shares
with a par value of $10 each designated as Common Stock and 1,000 shares with a
par value of $1,000,000 each designated as Series Preferred Stock to
$3,501,666,670 consisting of 200,166,667 shares with a par value of $10 each
designated as Common Stock and 1,500 shares with a par value of $1,000,000 each
designated as Series Preferred Stock.

Witness, my hand and official seal of the Banking Department at the City of New
York,


               this 25th day of September in the Year of our Lord one thousand
               nine hundred and ninety-eight.

                                                  Manuel Kursky
                                         -----------------------------------
                                         Deputy Superintendent of Banks

<PAGE>




                            CERTIFICATE OF AMENDMENT

                                     OF THE

                            ORGANIZATION CERTIFICATE

                                OF BANKERS TRUST

                      Under Section 8005 of the Banking Law

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

         We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing
Director and Secretary and a Vice President and an Assistant Secretary of
Bankers Trust Company, do hereby certify:

         1.   The name of the corporation is Bankers Trust Company.

         2. The organization certificate of said corporation was filed by the
Superintendent of Banks on the 5th of March, 1903.

         3. The organization certificate as heretofore amended is hereby amended
to increase the aggregate number of shares which the corporation shall have
authority to issue and to increase the amount of its authorized capital stock in
conformity therewith.

         4. Article III of the organization certificate with reference to the
authorized capital stock, the number of shares into which the capital stock
shall be divided, the par value of the shares and the capital stock outstanding,
which reads as follows:

         "III. The amount of capital stock which the corporation is hereafter to
         have is Three Billion, One Million, Six Hundred Sixty-Six Thousand, Six
         Hundred Seventy Dollars ($3,001,666,670), divided into Two Hundred
         Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven
         (200,166,667) shares with a par value of $10 each designated as Common
         Stock and 1000 shares with a par value of One Million Dollars
         ($1,000,000) each designated as Series Preferred Stock."

is hereby amended to read as follows:

         "III. The amount of capital stock which the corporation is hereafter to
         have is Three Billion, Five Hundred One Million, Six Hundred Sixty-Six
         Thousand, Six Hundred Seventy Dollars ($3,501,666,670), divided into
         Two Hundred Million, One Hundred Sixty-Six Thousand, Six Hundred
         Sixty-Seven (200,166,667) shares with a par value of $10 each
         designated as Common Stock and 1500 shares with a par value of One
         Million Dollars ($1,000,000) each designated as Series Preferred
         Stock."


<PAGE>



         5. The foregoing amendment of the organization certificate was
authorized by unanimous written consent signed by the holder of all outstanding
shares entitled to vote thereon.

         IN WITNESS WHEREOF, we have made and subscribed this certificate this
25th day of September, 1998


                                             James T. Byrne, Jr.
                                    --------------------------------------------
                                             James T. Byrne, Jr.
                                    Managing Director and Secretary


                                             Lea Lahtinen
                                    --------------------------------------------
                                             Lea Lahtinen
                                    Vice President and Assistant Secretary

State of New York     )
                      )  ss:
County of New York    )

         Lea Lahtinen, being fully sworn, deposes and says that she is a Vice
President and an Assistant Secretary of Bankers Trust Company, the corporation
described in the foregoing certificate; that she has read the foregoing
certificate and knows the contents thereof, and that the statements herein
contained are true.

                                               Lea Lahtinen
                                      -----------------------------------
                                               Lea Lahtinen

Sworn to before me this 25th day
of  September, 1998



         Sandra L. West
- ---------------------------
         Notary Public

            SANDRA L. WEST
   Notary Public State of New York
            No. 31-4942101
     Qualified in New York County
Commission Expires September 19, 2000



<PAGE>


                               State of New York,

                               Banking Department



         I, P. VINCENT CONLON, Deputy Superintendent of Banks of the State of
New York, DO HEREBY APPROVE the annexed Certificate entitled "CERTIFICATE OF
AMENDMENT OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY Under Section
8005 of the Banking Law," dated December 16, 1998, providing for an increase in
authorized capital stock from $3,501,666,670 consisting of 200,166,667 shares
with a par value of $10 each designated as Common Stock and 1,500 shares with a
par value of $1,000,000 each designated as Series Preferred Stock to
$3,627,308,670 consisting of 212,730,867 shares with a par value of $10 each
designated as Common Stock and 1,500 shares with a par value of $1,000,000 each
designated as Series Preferred Stock.

Witness, my hand and official seal of the Banking Department at the City of New
York,

               this 18th day of December in the Year of our Lord one thousand
               nine hundred and ninety-eight.

                                                P. Vincent Conlon
                                       ---------------------------
                                       Deputy Superintendent of Banks


<PAGE>


                            CERTIFICATE OF AMENDMENT

                                     OF THE

                            ORGANIZATION CERTIFICATE

                                OF BANKERS TRUST

                      Under Section 8005 of the Banking Law

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

         We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing
Director and Secretary and a Vice President and an Assistant Secretary of
Bankers Trust Company, do hereby certify:

         1.   The name of the corporation is Bankers Trust Company.

         2. The organization certificate of said corporation was filed by the
Superintendent of Banks on the 5th of March, 1903.

         3. The organization certificate as heretofore amended is hereby amended
to increase the aggregate number of shares which the corporation shall have
authority to issue and to increase the amount of its authorized capital stock in
conformity therewith.

         4. Article III of the organization certificate with reference to the
authorized capital stock, the number of shares into which the capital stock
shall be divided, the par value of the shares and the capital stock outstanding,
which reads as follows:

         "III. The amount of capital stock which the corporation is hereafter to
         have is Three Billion, Five Hundred One Million, Six Hundred Sixty-Six
         Thousand, Six Hundred Seventy Dollars ($3,501,666,670), divided into
         Two Hundred Million, One Hundred Sixty-Six Thousand, Six Hundred
         Sixty-Seven (200,166,667) shares with a par value of $10 each
         designated as Common Stock and 1500 shares with a par value of One
         Million Dollars ($1,000,000) each designated as Series Preferred
         Stock."

is hereby amended to read as follows:

         "III. The amount of capital stock which the corporation is hereafter to
         have is Three Billion, Six Hundred Twenty-Seven Million, Three Hundred
         Eight Thousand, Six Hundred Seventy Dollars ($3,627,308,670), divided
         into Two Hundred Twelve Million, Seven Hundred Thirty Thousand, Eight
         Hundred Sixty- Seven (212,730,867) shares with a par value of $10 each
         designated as Common Stock and 1500 shares with a par value of One
         Million Dollars ($1,000,000) each designated as Series Preferred
         Stock."


<PAGE>



         5. The foregoing amendment of the organization certificate was
authorized by unanimous written consent signed by the holder of all outstanding
shares entitled to vote thereon.

         IN WITNESS WHEREOF, we have made and subscribed this certificate this
16th day of December, 1998


                                       James T. Byrne, Jr.
                              --------------------------------------------
                                       James T. Byrne, Jr.
                              Managing Director and Secretary


                                       Lea Lahtinen
                              --------------------------------------------
                                       Lea Lahtinen
                              Vice President and Assistant Secretary

State of New York     )
                      )  ss:
County of New York    )

         Lea Lahtinen, being fully sworn, deposes and says that she is a Vice
President and an Assistant Secretary of Bankers Trust Company, the corporation
described in the foregoing certificate; that she has read the foregoing
certificate and knows the contents thereof, and that the statements herein
contained are true.

                                              Lea Lahtinen
                                     -----------------------------------
                                              Lea Lahtinen

Sworn to before me this 16th day
of  December, 1998



         Sandra L. West
- ---------------------------
         Notary Public

            SANDRA L. WEST
   Notary Public State of New York
            No. 31-4942101
     Qualified in New York County
Commission Expires September 19, 2000



<PAGE>













                                     BY-LAWS






                                  JUNE 22, 1999










                            Bankers Trust Corporation
           (Incorporated under the New York Business Corporation Law)










<PAGE>



                            BANKERS TRUST CORPORATION


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

                                     BY-LAWS


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

                                    ARTICLE I

                                  SHAREHOLDERS


SECTION 1.01 Annual Meetings. The annual meetings of shareholders for the
election of directors and for the transaction of such other business as may
properly come before the meeting shall be held on the third Tuesday in April of
each year, if not a legal holiday, and if a legal holiday then on the next
succeeding business day, at such hour as shall be designated by the Board of
Directors. If no other hour shall be so designated such meeting shall be held at
3 P.M.

SECTION 1.02 Special Meetings. Special meetings of the shareholders, except
those regulated otherwise by statute, may be called at any time by the Board of
Directors, or by any person or committee expressly so authorized by the Board of
Directors and by no other person or persons.

SECTION 1.03 Place of Meetings. Meetings of shareholders shall be held at such
place within or without the State of New York as shall be determined from time
to time by the Board of Directors or, in the case of special meetings, by such
person or persons as may be authorized to call a meeting. The place in which
each meeting is to be held shall be specified in the notice of such meeting.

SECTION 1.04 Notice of Meetings. A copy of the written notice of the place, date
and hour of each meeting of shareholders shall be given personally or by mail,
not less than ten nor more than fifty days before the date of the meeting, to
each shareholder entitled to vote at such meeting. Notice of a special meeting
shall indicate that it is being issued by or at the direction of the person or
persons calling the meeting and shall also state the purpose or purposes for
which the meeting is called. Notice of any meeting at which is proposed to take
action which would entitle shareholders to receive payment for their shares
pursuant to statutory provisions must include a statement of that purpose and to
that effect. If mailed, such notices of the annual and each special meeting are
given when deposited in the United States mail, postage prepaid, directed to the
shareholder at his address as it appears in the record of shareholders unless he
shall have filed with the Secretary of the corporation a written request that
notices intended for him shall be mailed to some other address, in which case it
shall be directed to him at such other address.

SECTION 1.05 Record Date. For the purpose of determining the shareholders
entitled to notice of or to vote any meeting of shareholders or any adjournment
thereof, or to express consent to or dissent from any proposal without a
meeting, or for the purpose of determining shareholders entitled to receive
payment of any dividend or the allotment of any rights, or for the purpose of
any other action, the Board of Directors may fix, in advance, a date as the
record date for any such determination of shareholders. Such date shall not be
more than fifty nor less than ten days before the date of such meeting, nor more
than fifty days prior to any other action.

SECTION 1.06 Quorum. The presence, in person or by proxy, of the holders of a
majority of the shares entitled to vote thereat shall constitute a quorum at a
meeting of shareholders for the transaction of business, except as otherwise
provided by statute, by the Certificate of Incorporation or by the By-Laws. The
shareholders present in person or by proxy and entitled to vote at any meeting,
despite the absence of a quorum, shall have power to adjourn the meeting from
time to time, to a designated time and place, without notice other than by
announcement at the meeting, and at any adjourned meeting any business may be
transacted that might have been transacted on the original date of the meeting.
However, if after the adjournment the Board of Directors fixes a new record date
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each shareholder of record on the new record date entitled to notice.

SECTION 1.07 Notice of Shareholder Business at Annual Meeting. At an annual
meeting of shareholders, only such business shall be conducted as shall have
been brought before the meeting (a) by or at the direction of the Board of
Directors or (b) by any shareholder of the corporation who complies with the
notice procedures set forth in this Section 1.07. For business to be properly
brought before an annual meeting by a shareholder, the shareholder must have
given timely notice thereof in writing to the Secretary of the corporation. To
be timely, a shareholder's notice must be delivered to or mailed and received at
the principal executive offices of the corporation not less than thirty days nor
more than fifty days prior to the meeting; provided, however, that in the event
that less than forty days' notice or prior public disclosure of the date of the
meeting is given or made to shareholders, notice by the shareholder to be timely
must be received not later than the close of business on the tenth day following
the day on which such notice of the date of the annual meeting was mailed or
such public disclosure was made. A shareholder's notice to the Secretary shall
set forth as to each matter the shareholder proposes to bring before the annual
meeting (a) a brief description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at the annual
meeting, (b) the name and address, as they appear on the corporation's books, of
the shareholder proposing such business, (c) the class and number of shares of
the corporation which are beneficially owned by the shareholder and (d) any
material interest of the shareholder in such business. Notwithstanding anything
in these By-Laws to the contrary, no business shall be conducted at an annual
meeting except in accordance with the procedures set forth in this Section 1.07
and Section 2.03. The Chairman of an annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting and in accordance with the provisions of this Section 1.07
and Section 2.03, and if he should so determine, he shall so declare to the
meeting and any such business not properly brought before the meeting shall not
be transacted.

                                   ARTICLE II

                               BOARD OF DIRECTORS

SECTION 2.01 Number and Qualifications. The business of the corporation shall be
managed by its Board of Directors. The number of directors constituting the
entire Board of Directors shall be not less than seven nor more than fifteen, as
shall be fixed from time to time by vote of a majority of the entire Board of
Directors. Each director shall be at least 21 years of age. Directors need not
be shareholders. No Officer-Director who shall have attained age 65, or earlier
relinquishes his responsibilities and title, shall be eligible to serve as a
director.

SECTION 2.02 Election. At each annual meeting of shareholders, directors shall
be elected by a plurality of the votes to hold office until the next annual
meeting. Subject to the provisions of the statute, of the Certificate of
Incorporation and of the By-Laws, each director shall hold office until the
expiration of the term for which elected, and until his successor has been
elected and qualified.

SECTION 2.03 Nomination and Notification of Nomination. Subject to the rights of
holders of any class or series of stock having a preference over the Common
Stock as to dividends or upon liquidation, nominations for the election of
directors may be made by the Board of Directors or to any committee appointed by
the Board of Directors or by any shareholder entitled to vote in the election of
directors generally. However, any shareholder entitled to vote in the election
of directors generally may nominate one or more persons for election as
directors at a meeting only if written notice of such shareholder's intent to
make such nomination or nominations has been given, either by personal delivery
or by United States mail, postage prepaid, to the Secretary of the corporation
not later than (i) with respect to an election to be held at an annual meeting
of shareholders ninety days in advance of such meeting, and (ii) with respect to
an election to be held at a special meeting of shareholders for the election of
directors, the close of business on the seventh day following the date on which
notice of such meeting is first given to shareholders. Each such notice shall
set forth: (a) the name and address of the shareholder who intends to make the
nomination and of the person or persons to be nominated; (b) a representation
that the shareholder is a holder of record of stock of the corporation entitled
to vote at such meeting and intends to appear in person or by proxy at the
meeting to nominate the person or persons specified in the notice; (c) a
description of all arrangements or understandings between the shareholder and
each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by the
shareholder; (d) such other information regarding each nominee proposed by such
shareholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission, had the
nominee been nominated, or intended to be nominated, by the Board of Directors;
and (e) the consent of each nominee to serve as a director of the corporation if
so elected. At the request of the Board of Directors, any person nominated by
the Board of Directors for election as a director shall furnish to the Secretary
of the corporation that information required to be set forth in a shareholder's
notice of nomination which pertains to the nominee. No person shall be eligible
for election as a director of the corporation unless nominated in accordance
with the procedures set forth in the By-Laws. The Chairman of the meeting shall,
if the facts warrant, determine and declare to the meeting that a nomination was
not made in accordance with the procedures prescribed by these By-Laws, and if
he should so determine, he shall so declare to the meeting and the defective
nomination shall be disregarded.

SECTION 2.04 Regular Meetings. Regular meetings of the Board of Directors may be
held without notice at such places and times as may be fixed from time to time
by resolution of the Board and a regular meeting for the purpose of organization
and transaction of other business shall be held each year after the adjournment
of the annual meeting of shareholders.

SECTION 2.05 Special Meetings. The Chairman of the Board, the Chief Executive
Officer, the President, the Senior Vice Chairman or any Vice Chairman may, and
at the request of three directors shall, call a special meeting of the Board of
Directors, two days' notice of which shall be given in person or by mail,
telegraph, radio, telephone or cable. Notice of a special meeting need not be
given to any director who submits a signed waiver of notice whether before or
after the meeting, or who attends the meeting without protesting, prior thereto
or at its commencement, the lack of notice to him.

SECTION 2.06 Place of Meeting. The directors may hold their meetings, have one
or more offices, and keep the books of the corporation (except as may be
provided by law) at any place, either within or without the State of New York,
as they may from time to time determine.

SECTION 2.07 Quorum and Vote. At all meetings of the Board of Directors the
presence of one-third of the entire Board, but not less than two directors,
shall constitute a quorum for the transaction of business. Any one or more
members of the Board of Directors or of any committee thereof may participate in
a meeting of the Board of Directors or a committee thereof by means of a
conference telephone or similar communications equipment which allows all
persons participating in the meeting to hear each other at the same time.
Participation by such means shall constitute presence in person at such a
meeting. The vote of a majority of the directors present at the time of the
vote, if a quorum is present at such time, shall be the act of the Board of
Directors, except as may be otherwise provided by statute or the By-Laws.

SECTION 2.08 Vacancies. Newly created directorships resulting from increase in
the number of directors and vacancies in the Board of Directors, whether caused
by resignation, death, removal or otherwise, may be filled by vote of a majority
of the directors then in office, although less than a quorum exists.

                                   ARTICLE III

                         EXECUTIVE AND OTHER COMMITTEES

SECTION 3.01 Designation and Authority. The Board of Directors, by resolution
adopted by a majority of the entire Board, may designate from among its members
an Executive Committee and other committees, each consisting of three or more
directors. Each such committee, to the extent provided in the resolution or the
By-Laws, shall have all the authority of the Board, except that no such
committee shall have authority as to:

         (i) the submission to shareholders of any action as to which
shareholders' authorization is required by law.

         (ii) the filling of vacancies in the Board of Directors or any
committee.

         (iii) the fixing of compensation of directors for serving on the Board
or on any committee.

         (iv) the amendment or appeal of the By-Laws, or the adoption of new
By-Laws.

         (v) the amendment or repeal of any resolution of the Board which by its
terms shall not be so amendable or repealable.

The Board may designate one or more directors as alternate members of any such
committee, who may replace any absent member or members at any meeting of such
committee. Each such committee shall serve at the pleasure of the Board of
Directors.

SECTION 3.02 Procedure. Except as may be otherwise provided by statute, by the
By-Laws or by resolution of the Board of Directors, each committee may make
rules for the call and conduct of its meetings. Each committee shall keep a
record of its acts and proceedings and shall report the same from time to time
to the Board of Directors.

                                   ARTICLE IV

                                    OFFICERS

SECTION 4.01 Titles and General. The Board of Directors shall elect from among
their number a Chairman of the Board and a Chief Executive Officer, and may also
elect a President, a Senior Vice Chairman, one or more Vice Chairmen, one or
more Executive Vice Presidents, one or more Senior Vice Presidents, one or more
Principals, one or more Vice Presidents, a Secretary, a Controller, a Treasurer,
a General Counsel, a General Auditor, and a General Credit Auditor, who need not
be directors. The officers of the corporation may also include such other
officers or assistant officers as shall from time to time be elected or
appointed by the Board. The Chairman of the Board or the Chief Executive Officer
or, in their absence, the President, the Senior Vice Chairman or any Vice
Chairman, may from time to time appoint assistant officers. All officers elected
or appointed by the Board of Directors shall hold their respective offices
during the pleasure of the Board of Directors, and all assistant officers shall
hold office at the pleasure of the Board or the Chairman of the Board or the
Chief Executive Officer or, in their absence, the President, the Senior Vice
Chairman or any Vice Chairman. The Board of Directors may require any and all
officers and employees to give security for the faithful performance of their
duties.

SECTION 4.02 Chairman of the Board. The Chairman of the Board shall preside at
all meetings of the shareholders and of the Board of Directors. Subject to the
Board of Directors, he shall exercise all the powers and perform all the duties
usual to such office and shall have such other powers as may be prescribed by
the Board of Directors or the Executive Committee or vested in him by the
By-Laws.

SECTION 4.03 Chief Executive Officer. The Board of Directors shall designate the
Chief Executive Officer of the corporation, which person may also hold the
additional title of Chairman of the Board, President, Senior Vice Chairman or
Vice Chairman. Subject to the Board of Directors, he shall exercise all the
powers and perform all the duties usual to such office and shall have such other
powers as may be prescribed by the Board of Directors or the Executive Committee
or vested in him by the By-Laws.

SECTION 4.04 Chairman of the Board, President, Senior Vice Chairman, Vice
Chairmen, Executive Vice Presidents, Senior Vice Presidents, Principals and Vice
Presidents. The Chairman of the Board or, in his absence or incapacity the
President or, in his absence or incapacity, the Senior Vice Chairman, the Vice
Chairmen, the Executive Vice Presidents, or in their absence, the Senior Vice
Presidents, in the order established by the Board of Directors shall, in the
absence or incapacity of the Chief Executive Officer perform the duties of the
Chief Executive Officer. The President, the Senior Vice Chairman, the Vice
Chairmen, the Executive Vice Presidents, the Senior Vice Presidents, the
Principals, and the Vice Presidents shall also perform such other duties and
have such other powers as may be prescribed or assigned to them, respectively,
from time to time by the Board of Directors, the Executive Committee, the Chief
Executive Officer, or the By-Laws.

SECTION 4.05 Controller. The Controller shall perform all the duties customary
to that office and except as may be otherwise provided by the Board of Directors
shall have the general supervision of the books of account of the corporation
and shall also perform such other duties and have such powers as may be
prescribed or assigned to him from time to time by the Board of Directors, the
Executive Committee, the Chief Executive Officer, or the By-Laws.

SECTION 4.06 Secretary. The Secretary shall keep the minutes of the meetings of
the Board of Directors and of the shareholders and shall have the custody of the
seal of the corporation. He shall perform all other duties usual to that office,
and shall also perform such other duties and have such powers as may be
prescribed or assigned to him from time to time by the Board of Directors, the
Executive Committee, the Chairman of the Board, the Chief Executive Officer, or
the By-Laws.


                                    ARTICLE V

                INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

SECTION 5.01 The corporation shall, to the fullest extent permitted by Section
721 of the New York Business Corporation Law, indemnify any person who is or was
made, or threatened to be made, a party to an action or proceeding, whether
civil or criminal, whether involving any actual or alleged breach of duty,
neglect or error, any accountability, or any actual or alleged misstatement,
misleading statement or other act or omission and whether brought or threatened
in any court or administrative or legislative body or agency, including an
action by or in the right of the corporation to procure a judgment in its favor
and an action by or in the right of any other corporation of any type or kind,
domestic or foreign, or any partnership, joint venture, trust, employee benefit
plan or other enterprise, which any director or officer of the corporation is
serving or served in any capacity at the request of the corporation by reason of
the fact that he, his testator or intestate, is or was a director or officer of
the corporation, or is serving or served such other corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise in any capacity,
against judgments, fines, amounts paid in settlement, and costs, charges and
expenses, including attorneys' fees, or any appeal therein; provided, however,
that no indemnification shall be provided to any such person if a judgment or
other final adjudication adverse to the director or officer establishes that (i)
his acts were committed in bad faith or were the result of active and deliberate
dishonesty and, in either case, were material to the cause of action so
adjudicated, or (ii) he personally gained in fact a financial profit or other
advantage to which he was not legally entitled.

SECTION 5.02 The corporation may indemnify any other person to whom the
corporation is permitted to provide indemnification or the advancement of
expenses by applicable law, whether pursuant to rights granted pursuant to, or
provided by, the New York Business Corporation Law or other rights created by
(i) a resolution of shareholders, (ii) a resolution of directors, or (iii) an
agreement providing for such indemnification, it being expressly intended that
these By-Laws authorize the creation of other rights in any such manner.

SECTION 5.03 The corporation shall, from time to time, reimburse or advance to
any person referred to in Section 5.01 the funds necessary for payment of
expenses, including attorneys' fees, incurred in connection with any action or
proceeding referred to in Section 5.01, upon receipt of a written undertaking by
or on behalf of such person to repay such amount(s) if a judgment or other final
adjudication adverse to the director or officer establishes that (i) his acts
were committed in bad faith or were the result of active and deliberate
dishonesty and, in either case, were material to the cause of action so
adjudicated, or (ii) he personally gained in fact a financial profit or other
advantage to which he was not legally entitled.

SECTION 5.04 Any director or officer of the corporation serving (i) another
corporation, of which a majority of the shares entitled to vote in the election
of its directors is held by the corporation, or (ii) any employee benefit plan
of the corporation or any corporation referred to in clause (i), in any capacity
shall be deemed to be doing so at the request of the corporation. In all other
cases, the provisions of this Article V will apply (i) only if the person
serving another corporation or any partnership, joint venture, trust, employee
benefit plan or other enterprise so served at the specific request of the
corporation, evidenced by a written communication signed by the Chairman of the
Board, the Chief Executive Officer, the President, the Senior Vice Chairman or
any Vice Chairman, and (ii) only if and to the extent that, after making such
efforts as the Chairman of the Board, the Chief Executive Officer, or the
President shall deem adequate in the circumstances, such person shall be unable
to obtain indemnification from such other enterprise or its insurer.

SECTION 5.05 Any person entitled to be indemnified or to the reimbursement or
advancement of expenses as a matter of right pursuant to this Article V may
elect to have the right to indemnification (or advancement of expenses)
interpreted on the basis of the applicable law in effect at the time of the
occurrence of the event or events giving rise to the action or proceeding, to
the extent permitted by law, or on the basis of the applicable law in effect at
the time indemnification is sought.

SECTION 5.06 The right to be indemnified or to the reimbursement or advancement
of expenses pursuant to this Article V (i) is a contract right pursuant to which
the person entitled thereto may bring suit as if the provisions hereof were set
forth in a separate written contract between the corporation and the director or
officer, (ii) is intended to be retroactive and shall be available with respect
to events occurring prior to the adoption hereof, and (iii) shall continue to
exist after the rescission or restrictive modification hereof with respect to
events occurring prior thereto.

SECTION 5.07 If a request to be indemnified or for the reimbursement or
advancement of expenses pursuant hereto is not paid in full by the corporation
within thirty days after a written claim has been received by the corporation,
the claimant may at any time thereafter bring suit against the corporation to
recover the unpaid amount of the claim and, if successful in whole or in part,
the claimant shall be entitled also to be paid the expenses of prosecuting such
claim. Neither the failure of the corporation (including its Board of Directors,
independent legal counsel, or its shareholders) to have made a determination
prior to the commencement of such action that indemnification of or
reimbursement or advancement of expenses to the claimant is proper in the
circumstances, nor an actual determination by the corporation (including its
Board of Directors, independent legal counsel, or its shareholders) that the
claimant is not entitled to indemnification or to the reimbursement or
advancement of expenses, shall be a defense to the action or create a
presumption that the claimant is not so entitled.

SECTION 5.08 A person who has been successful, on the merits or otherwise, in
the defense of a civil or criminal action or proceeding of the character
described in Section 5.01 shall be entitled to indemnification only as provided
in Sections 5.01 and 5.03, notwithstanding any provision of the New York
Business Corporation Law to the contrary.


                                   ARTICLE VI

                                      SEAL

SECTION 6.01 Corporate Seal. The corporate seal shall contain the name of the
corporation and the year and state of its incorporation. The seal may be altered
from time to time at the discretion of the Board of Directors.



                                   ARTICLE VII

                               SHARE CERTIFICATES

SECTION 7.01 Form. The certificates for shares of the corporation shall be in
such form as shall be approved by the Board of Directors and shall be signed by
the Chairman of the Board, the Chief Executive Officer, the President, the
Senior Vice Chairman or any Vice Chairman and the Secretary or an Assistant
Secretary, and shall be sealed with the seal of the corporation or a facsimile
thereof. The signatures of the officers upon the certificate may be facsimiles
if the certificate is countersigned by a transfer agent or registered by a
registrar other than the corporation itself or its employees.

                                  ARTICLE VIII

                                     CHECKS

SECTION 8.01 Signatures. All checks, drafts and other orders for the payment of
money shall be signed by such officer or officers or agent or agents as the
Board of Directors may designate from time to time.

                                   ARTICLE IX

                                    AMENDMENT

SECTION 9.01 Amendment of By-Laws. The By-Laws may be amended, repealed or added
to by vote of the holders of the shares at the time entitled to vote in the
election of any directors. The Board of Directors may also amend, repeal or add
to the By-Laws, but any By-Laws adopted by the Board of Directors may be amended
or repealed by the shareholders entitled to vote thereon as provided herein. If
any By-Law regulating an impending election of directors is adopted, amended or
repealed by the Board, there shall be set forth in the notice of the next
meeting of shareholders for the election of directors the By-Laws so adopted,
amended or repealed, together with concise statement of the changes made.

                                    ARTICLE X

SECTION 10.01 Construction. The masculine gender, when appearing in these
By-Laws, shall be deemed to include the feminine gender.



<PAGE>



I, Boris Treyger, Associate of Bankers Trust Company, New York, New York, hereby
certify that the foregoing is a complete, true and correct copy of the By-Laws
of Bankers Trust Company, and that the same are in full force and effect at this
date.



                                                            /s/ Boris Treyger
                                                              Boris Treyger
                                                              Associate



DATED:  July 13th, 2001



<PAGE>


Legal Title of Bank:  Bankers Trust Company               Call Date:   12/31/00
Address:              130 Liberty Street                  Vendor ID:   D
City, State ZIP:      New York, NY  10006                 Transit#:    21001003

State#: 36-4840                                                       FFIEC 031
Cert#:  00623                                                         Page RC-1

                                                                          11

Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for December 31, 2000

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, reported the amount outstanding as of the last business day of the
quarter.

Schedule RC--Balance Sheet

<TABLE>
<CAPTION>

                                                                                                                 -----------
                                                                                                                 |  C400    |
                                                                                                 ----------------------------
                                                              Dollar Amounts in Thousands        |  RCFD                    |
- -----------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                                                                          <C>     <C>             <C>
ASSETS                                                                                           |   / / / / /  / / / /     |
  1.    Cash and balances due from depository institutions (from Schedule RC-A):                 |   / / / / /  / / / /     |
         a.   Noninterest-bearing balances and currency and coin (1) ............................|   0081    1,419,000      |1.a.
         b.   Interest-bearing balances (2) .....................................................|   0071    1,423,000      |1.b.
  2.    Securities:                                                                              |   / / / /  / / / / /     |
         a.   Held-to-maturity securities (from Schedule RC-B, column A) ....................... |   1754            0      |2.a.
         b.   Available-for-sale securities (from Schedule RC-B, column D)...................... |   1773      354,000      |2.b.
  3.   Federal funds sold and securities purchased under agreements to resell................... |   1350    8,525,000      |3.
  4.   Loans and lease financing receivables:                                                    |   / / / / // / / / /     |
        a. Loans and leases, net of unearned income (from Schedule RC-C) RCFD 2122  22,038,000   |   / / / / // / / / /     |4.a.
        b. LESS:   Allowance for loan and lease losses................ ..RCFD 3123     458,000   |   / / / / / / / / /      |4.b.
        c.   LESS:   Allocated transfer risk reserve ....................RCFD 3128           0   |   / / / / / / / / /      |4.c.
        d.   Loans and leases, net of unearned income,                                           |   / / / / / / / / /      |
             allowance, and reserve (item 4.a minus 4.b and 4.c) ................................|   2125   15,892,000      |4.d.
  5.   Trading Assets (from schedule RC-D)  .....................................................|   3545   12,779,000      |5.
  6.   Premises and fixed assets (including capitalized leases) .................................|   2145      600,000      |6.
  7.   Other real estate owned (from Schedule RC-M) .............................................|   2150      103,000      |7.
  8.   Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M)..|   2130       51,000      |8.
  9.   Customers' liability to this bank on acceptances outstanding .............................|   2155      254,000      |9.
10.   Intangible assets (from Schedule RC-M) ....................................................|   2143       70,000      |10.
11.   Other assets (from Schedule RC-F) .........................................................|   2160    2,854,000      |11.
12.   Total assets (sum of items 1 through 11) ..................................................|   2170   44,324,000      |12.
                                                                                                 -------------------------------

</TABLE>


- --------------------------
(1)      Includes cash items in process of collection and unposted debits.
(2)      Includes time certificates of deposit not held for trading.










<PAGE>


Legal Title of Bank:  Bankers Trust Company               Call Date:   12/31/00
Address:              130 Liberty Street                  Vendor ID:   D
City, State ZIP:      New York, NY  10006                 Transit#:    21001003

State#: 36-4840                                                       FFIEC 031
Cert#:  00623                                                         Page RC-2

                                                                          12
<TABLE>
<CAPTION>

Schedule RC--Continued
                                                     Dollar Amounts in Thousands
      ----------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                                                                       <C>        <C>          <C>
LIABILITIES
13.    Deposits:                                                                                |  / / / / / / / / / / / |
         a.   In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I) | RCON 2200  11,415,000  |13.a.
         (1)   Noninterest-bearing(1) ..........................................................| RCON 6631   3,195,000  |13.a.(1)
         (2)  Interest-bearing..................................................................| RCON 6636   8,220,000  |13.a.(2)
         b.   In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E |  / / / / / / / / / / / |
         part II)                                                                               | RCFN 2200   7,744,000  |13.b.
         (1)   Noninterest-bearing .............................................................| RCFN 6631   1,044,000  |13.b.(1)
         (2)   Interest-bearing.................................................................| RCFN 6636   6,700,000  |13.b.(2)
14.    Federal funds purchased and securities sold under agreements to repurchase               | RCFD 2800   8,319,000  |14.
15.    a.   Demand notes issued to the U.S. Treasury ...........................................| RCON 2840     439,000  |15.a.
         b.   Trading liabilities (from Schedule RC-D)..........................................| RCFD 3548   1,814,000  |15.b.
16.    Other borrowed money (includes mortgage indebtedness and obligations under               |                        |
       capitalized leases):                                                                     | / / / / / / / / / / /  |
         a.   With a remaining maturity of one year or less ....................................| RCFD 2332   2,590,000  |16.a.
         b.   With a remaining maturity of more than one year  through three years............. | A547          842,000  |16.b.
         c.  With a remaining maturity of more than three years.................................| A548          558,000  |16.c
17.    Not Applicable.                                                                          | / / / / / / / / / / / /|17.
18.    Bank's liability on acceptances executed and outstanding ................................| RCFD 2920     254,000  |18.
19.    Subordinated notes and debentures (2)....................................................| RCFD 3200     284,000  |19.
20.    Other liabilities (from Schedule RC-G) ..................................................| RCFD 2930   3,467,000  |20.
21.    Total liabilities (sum of items 13 through 20) ..........................................| RCFD 2948  37,726,000  |21.
22.    Not Applicable                                                                           |  / / / / / / / / / / / |
                                                                                                | / / / / / / / / / / / /|22.
EQUITY CAPITAL                                                                                  | / / / / / / / / / / / /|
23.    Perpetual preferred stock and related surplus ...........................................| RCFD 3638   1,500,000  |23.
24.    Common stock ............................................................................| RCFD 3230   2,127,000  |24.
25.    Surplus (exclude all surplus related to preferred stock) ................................| RCFD 3839     584,000  |25.
26.    a.   Undivided profits and capital reserves .............................................| RCFD 3632   2,468,000  |26.a.
       b.   Net unrealized holding gains (losses) on available-for-sale securities .............| RCFD 8434       5,000  |26.b.
       c.   Accumulated net gains (losses) on cash flow hedges..................................| RCFD 4336           0  |26c.
27.    Cumulative foreign currency translation adjustments .....................................| RCFD 3284     (86,000) |27.
28.    Total equity capital (sum of items 23 through 27) .......................................| RCFD 3210   6,598,000  |28.
29.    Total liabilities and equity capital (sum of items 21 and 28)............................| RCFD 3300  44,324,000  |29
                                                                                                |                        |
                                                                                                --------------------------
</TABLE>

Memorandum
To be reported only with the March Report of Condition.

1. Indicate in the box at the right the number of the statement
   below that best describes the most comprehensive level
   of auditing work performed for the bank by independent
   external auditors as of any date during       __________ Number____________
   1999..........................................|RCFD  6724   N/A       |  M.1
                                                 -----------------------------

<TABLE>

<S>                                                                 <C>
1 =   Independent audit of the bank conducted in accordance         4 =  Directors' examination of the bank performed by other
      with generally accepted auditing standards by a certified          external auditors (may be required by state chartering
      public accounting firm which submits a report on the bank          authority)
2 =   Independent audit of the bank's parent holding company        5 =   Review of the bank's financial statements by external
      conducted in accordance with generally accepted auditing            auditors
      standards by a certified public accounting firm which         6 =  Compilation of the bank's financial statements by external
      submits a report on the consolidated holding company                auditors
      (but not on the bank separately)                              7 =   Other audit procedures (excluding tax preparation work)
3 =   Directors' examination of the bank conducted in               8 =   No external audit work
      accordance with generally accepted auditing standards
      by a certified public accounting firm (may be required by
      state chartering authority)

</TABLE>

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

(1)  Including total demand deposits and noninterest-bearing time and savings
     deposits.

(2)  Includes limited-life preferred stock and related surplus.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.4
<SEQUENCE>13
<FILENAME>ex25_4.txt
<TEXT>

                                                                     Exhbit 25.4
- -----------------------------------------------------------------------------
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------
                                    FORM T-1

          STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A
          CORPORATION DESIGNATED TO ACT AS PROPERTY TRUSTEE and GUARANTEE
          TRUSTEE

          CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT
          TO SECTION 305(b)(2)

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

                              BANKERS TRUST COMPANY
               (Exact name of trustee as specified in its charter)

NEW YORK                                                      13-4941247
(Jurisdiction of Incorporation or                            (I.R.S. Employer
organization if not a U.S. national bank)                    Identification no.)

FOUR ALBANY STREET
NEW YORK, NEW YORK                                            10006
(Address of principal                                         (Zip Code)
executive offices)

                                    Bankers Trust Company
                                    Legal Department
                                    130 Liberty Street, 31st Floor
                                    New York, New York  10006
                                    (212) 250-2201
            (Name, address and telephone number of agent for service)
                        ---------------------------------

                              THE SOUTHERN COMPANY
                     SOUTHERN COMPANY CAPITAL FUNDING, INC.
                       SOUTHERN COMPANY CAPITAL TRUST VII
               (Exact name of obligor as specified in its charter)


                  Delaware                                    58-0690070
                  Delaware                                    58-2318047
                  Delaware                                    58-6442702
      (State or other jurisdiction of                      (I.R.S. employer
        Incorporation or organization)                     Identification no.)

                             270 Peachtree Street NW
                                Atlanta, GA 30303
                    (Address of principal executive offices)

           Preferred Securities of Southern Company Capital Trust VII
                       (Title of the indenture securities)


<PAGE>





Item   1.         General Information.
                  Furnish the following information as to the trustee.

                    (a)  Name and address of each examining or supervising
                         authority to which it is subject.

                  Name                                          Address

                  Federal Reserve Bank (2nd District)           New York, NY
                  Federal Deposit Insurance Corporation         Washington, D.C.
                  New York State Banking Department             Albany, NY

                    (b)  Whether it is authorized to exercise corporate trust
                         powers. Yes.

Item   2.         Affiliations with Obligor.

                  If the obligor is an affiliate of the Trustee, describe each
such affiliation.

                  None.

Item 3. -15.      Not Applicable

Item  16.         List of Exhibits.

                        Exhibit 1 - Restated Organization Certificate of
                                    Bankers Trust Company dated August 7, 1990,
                                    Certificate of Amendment of the Organization
                                    Certificate of Bankers Trust Company dated
                                    June 21, 1995 - Incorporated herein by
                                    reference to Exhibit 1 filed with Form T-1
                                    Statement, Registration No. 33-65171,
                                    Certificate of Amendment of the Organization
                                    Certificate of Bankers Trust Company dated
                                    March 20, 1996, incorporate by referenced to
                                    Exhibit 1 filed with Form T-1 Statement,
                                    Registration No. 333-25843 and Certificate
                                    of Amendment of the Organization Certificate
                                    of Bankers Trust Company dated June 19,
                                    1997, copy attached.

                        Exhibit 2 - Certificate of Authority to commence
                                    business - Incorporated herein by reference
                                    to Exhibit 2 filed with Form T-1 Statement,
                                    Registration No. 33-21047.


                        Exhibit 3 - Authorization of the Trustee to exercise
                                    corporate trust powers - Incorporated herein
                                    by reference to Exhibit 2 filed with Form
                                    T-1 Statement, Registration No. 33-21047.

                        Exhibit 4 - Existing By-Laws of Bankers Trust
                                    Company, as amended on November 18, 1997.
                                    Copy attached.

                                       -2-


<PAGE>





                        Exhibit 5 - Not applicable.

                        Exhibit 6 - Consent of Bankers Trust Company
                                    required by Section 321(b) of the Act. -
                                    Incorporated herein by reference to Exhibit
                                    4 filed with Form T-1 Statement,
                                    Registration No. 22-18864.

                        Exhibit 7 - The latest report of condition of
                                    Bankers Trust Company dated as of December
                                    31, 1997. Copy attached.

                        Exhibit 8 - Not Applicable.

                        Exhibit 9 - Not Applicable.
























                                       -3-



<PAGE>


                                    SIGNATURE



         Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Bankers Trust Company, a corporation organized and
existing under the laws of the State of New York, has duly caused this statement
of eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in The City of New York, and State of New York, on the 13th day
of July, 2001.


                                    BANKERS TRUST COMPANY



                                    By:      /s/Boris Treyger/
                                             Boris Treyger
                                           Assistant Treasurer





















                                       -4-


<PAGE>



                               State of New York,

                               Banking Department



         I, MANUEL KURSKY, Deputy Superintendent of Banks of the State of New
York, DO HEREBY APPROVE the annexed Certificate entitled "RESTATED ORGANIZATION
CERTIFICATE OF BANKERS TRUST COMPANY Under Section 8007 of the Banking Law,"
dated August 6, 1998, providing for the restatement of the Organization
Certificate and all amendments into a single certificate.




Witness, my hand and official seal of the Banking Department at the City of New
York,

               this 31st day of August in the Year of our Lord one thousand nine
               hundred and ninety-eight.



                                          Manuel Kursky
                                 -----------------------------------
                                 Deputy Superintendent of Banks







<PAGE>






                                    RESTATED
                                  ORGANIZATION
                                   CERTIFICATE
                                       OF
                              BANKERS TRUST COMPANY


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

                               Under Section 8007
                               Of the Banking Law

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















                              Bankers Trust Company
                               130 Liberty Street
                              New York, N.Y. 10006




    Counterpart Filed in the Office of the Superintendent of Banks, State of
                            New York, August 31, 1998





<PAGE>







                        RESTATED ORGANIZATION CERTIFICATE
                                       OF
                                  BANKERS TRUST
                      Under Section 8007 of the Banking Law

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


     We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing
Director and an Assistant Secretary and a Vice President and an Assistant
Secretary of BANKERS TRUST COMPANY, do hereby certify:

     1. The name of the corporation is Bankers Trust Company.

     2. The organization certificate of the corporation was filed by the
Superintendent of Banks of the State of New York on March 5, 1903.

     3. The text of the organization certificate, as amended heretofore, is
hereby restated without further amendment or change to read as herein-set forth
in full, to wit:


                          "Certificate of Organization
                                       of
                              Bankers Trust Company

         Know All Men By These Presents That we, the undersigned, James A.
Blair, James G. Cannon, E. C. Converse, Henry P. Davison, Granville W. Garth, A.
Barton Hepburn, Will Logan, Gates W. McGarrah, George W. Perkins, William H.
Porter, John F. Thompson, Albert H. Wiggin, Samuel Woolverton and Edward F. C.
Young, all being persons of full age and citizens of the United States, and a
majority of us being residents of the State of New York, desiring to form a
corporation to be known as a Trust Company, do hereby associate ourselves
together for that purpose under and pursuant to the laws of the State of New
York, and for such purpose we do hereby, under our respective hands and seals,
execute and duly acknowledge this Organization Certificate in duplicate, and
hereby specifically state as follows, to wit:

         I. The name by which the said corporation shall be known is Bankers
Trust Company.

         II. The place where its business is to be transacted is the City of New
York, in the State of New York.

         III. Capital Stock: The amount of capital stock which the corporation
is hereafter to have is Three Billion One Million, Six Hundred Sixty-Six
Thousand, Six Hundred Seventy Dollars ($3,001,666,670), divided into Two Hundred
Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven (200,166,667)
shares with a par value of $10 each designated as Common Stock and 1,000 shares
with a par value of One Million Dollars ($1,000,000) each designated as Series
Preferred Stock.

         (a) Common Stock

         1. Dividends: Subject to all of the rights of the Series Preferred
Stock, dividends may be declared and paid or set apart for payment upon the
Common Stock out of any assets or funds of the corporation legally available for
the payment of dividends.

         2. Voting Rights: Except as otherwise expressly provided with respect
to the Series Preferred Stock or with respect to any series of the Series
Preferred Stock, the Common Stock shall have the exclusive right to vote for the
election of directors and for all other purposes, each holder of the Common
Stock being entitled to one vote for each share thereof held.

         3. Liquidation: Upon any liquidation, dissolution or winding up of the
corporation, whether voluntary or involuntary, and after the holders of the
Series Preferred Stock of each series shall have been paid in full the amounts
to which they respectively shall be entitled, or a sum sufficient for the
payment in full set aside, the remaining net assets of the corporation shall be
distributed pro rata to the holders of the Common Stock in accordance with their
respective rights and interests, to the exclusion of the holders of the Series
Preferred Stock.

         4. Preemptive Rights: No holder of Common Stock of the corporation
shall be entitled, as such, as a matter of right, to subscribe for or purchase
any part of any new or additional issue of stock of any class or series
whatsoever, any rights or options to purchase stock of any class or series
whatsoever, or any securities convertible into, exchangeable for or carrying
rights or options to purchase stock of any class or series whatsoever, whether
now or hereafter authorized, and whether issued for cash or other consideration,
or by way of dividend or other distribution.

         (b) Series Preferred Stock

          1. Board Authority: The Series Preferred Stock may be issued from time
to time by the Board of Directors as herein provided in one or more series. The
designations, relative rights, preferences and limitations of the Series
Preferred Stock, and particularly of the shares of each series thereof, may, to
the extent permitted by law, be similar to or may differ from those of any other
series. The Board of Directors of the corporation is hereby expressly granted
authority, subject to the provisions of this Article III, to issue from time to
time Series Preferred Stock in one or more series and to fix from time to time
before issuance thereof, by filing a certificate pursuant to the Banking Law,
the number of shares in each such series of such class and all designations,
relative rights (including the right, to the extent permitted by law, to convert
into shares of any class or into shares of any series of any class), preferences
and limitations of the shares in each such series, including, buy without
limiting the generality of the foregoing, the following:

                  (i) The number of shares to constitute such series (which
         number may at any time, or from time to time, be increased or decreased
         by the Board of Directors, notwithstanding that shares of the series
         may be outstanding at the time of such increase or decrease, unless the
         Board of Directors shall have otherwise provided in creating such
         series) and the distinctive designation thereof;

                  (ii) The dividend rate on the shares of such series, whether
         or not dividends on the shares of such series shall be cumulative, and
         the date or dates, if any, from which dividends thereon shall be
         cumulative;

                  (iii) Whether or not the share of such series shall be
         redeemable, and, if redeemable, the date or dates upon or after which
         they shall be redeemable, the amount or amounts per share (which shall
         be, in the case of each share, not less than its preference upon
         involuntary liquidation, plus an amount equal to all dividends thereon
         accrued and unpaid, whether or not earned or declared) payable thereon
         in the case of the redemption thereof, which amount may vary at
         different redemption dates or otherwise as permitted by law;

               (iv) The right, if any, of holders of shares of such series to
          convert the same into, or exchange the same for, Common Stock or other
          stock as permitted by law, and the terms and conditions of such
          conversion or exchange, as well as provisions for adjustment of the
          conversion rate in such events as the Board of Directors shall
          determine;

               (v) The amount per share payable on the shares of such series
          upon the voluntary and involuntary liquidation, dissolution or winding
          up of the corporation;

                  (vi) Whether the holders of shares of such series shall have
         voting power, full or limited, in addition to the voting powers
         provided by law and, in case additional voting powers are accorded, to
         fix the extent thereof; and

                  (vii) Generally to fix the other rights and privileges and any
         qualifications, limitations or restrictions of such rights and
         privileges of such series, provided, however, that no such rights,
         privileges, qualifications, limitations or restrictions shall be in
         conflict with the organization certificate of the corporation or with
         the resolution or resolutions adopted by the Board of Directors
         providing for the issue of any series of which there are shares
         outstanding.

         All shares of Series Preferred Stock of the same series shall be
identical in all respects, except that shares of any one series issued at
different times may differ as to dates, if any, from which dividends thereon may
accumulate. All shares of Series Preferred Stock of all series shall be of equal
rank and shall be identical in all respects except that to the extent not
otherwise limited in this Article III any series may differ from any other
series with respect to any one or more of the designations, relative rights,
preferences and limitations described or referred to in subparagraphs (I) to
(vii) inclusive above.

           2. Dividends: Dividends on the outstanding Series Preferred Stock of
each series shall be declared and paid or set apart for payment before any
dividends shall be declared and paid or set apart for payment on the Common
Stock with respect to the same quarterly dividend period. Dividends on any
shares of Series Preferred Stock shall be cumulative only if and to the extent
set forth in a certificate filed pursuant to law. After dividends on all shares
of Series Preferred Stock (including cumulative dividends if and to the extent
any such shares shall be entitled thereto) shall have been declared and paid or
set apart for payment with respect to any quarterly dividend period, then and
not otherwise so long as any shares of Series Preferred Stock shall remain
outstanding, dividends may be declared and paid or set apart for payment with
respect to the same quarterly dividend period on the Common Stock out the assets
or funds of the corporation legally available therefor.

         All Shares of Series Preferred Stock of all series shall be of equal
rank, preference and priority as to dividends irrespective of whether or not the
rates of dividends to which the same shall be entitled shall be the same and
when the stated dividends are not paid in full, the shares of all series of the
Series Preferred Stock shall share ratably in the payment thereof in accordance
with the sums which would be payable on such shares if all dividends were paid
in full, provided, however, that any two or more series of the Series Preferred
Stock may differ from each other as to the existence and extent of the right to
cumulative dividends, as aforesaid.

           3. Voting Rights: Except as otherwise specifically provided in the
certificate filed pursuant to law with respect to any series of the Series
Preferred Stock, or as otherwise provided by law, the Series Preferred Stock
shall not have any right to vote for the election of directors or for any other
purpose and the Common Stock shall have the exclusive right to vote for the
election of directors and for all other purposes.

           4. Liquidation: In the event of any liquidation, dissolution or
winding up of the corporation, whether voluntary or involuntary, each series of
Series Preferred Stock shall have preference and priority over the Common Stock
for payment of the amount to which each outstanding series of Series Preferred
Stock shall be entitled in accordance with the provisions thereof and each
holder of Series Preferred Stock shall be entitled to be paid in full such
amount, or have a sum sufficient for the payment in full set aside, before any
payments shall be made to the holders of the Common Stock. If, upon liquidation,
dissolution or winding up of the corporation, the assets of the corporation or
proceeds thereof, distributable among the holders of the shares of all series of
the Series Preferred Stock shall be insufficient to pay in full the preferential
amount aforesaid, then such assets, or the proceeds thereof, shall be
distributed among such holders ratably in accordance with the respective amounts
which would be payable if all amounts payable thereon were paid in full. After
the payment to the holders of Series Preferred Stock of all such amounts to
which they are entitled, as above provided, the remaining assets and funds of
the corporation shall be divided and paid to the holders of the Common Stock.

         5. Redemption: In the event that the Series Preferred Stock of any
series shall be made redeemable as provided in clause (iii) of paragraph 1 of
section (b) of this Article III, the corporation, at the option of the Board of
Directors, may redeem at any time or times, and from time to time, all or any
part of any one or more series of Series Preferred Stock outstanding by paying
for each share the then applicable redemption price fixed by the Board of
Directors as provided herein, plus an amount equal to accrued and unpaid
dividends to the date fixed for redemption, upon such notice and terms as may be
specifically provided in the certificate filed pursuant to law with respect to
the series.

           6. Preemptive Rights: No holder of Series Preferred Stock of the
corporation shall be entitled, as such, as a matter or right, to subscribe for
or purchase any part of any new or additional issue of stock of any class or
series whatsoever, any rights or options to purchase stock of any class or
series whatsoever, or any securities convertible into, exchangeable for or
carrying rights or options to purchase stock of any class or series whatsoever,
whether now or hereafter authorized, and whether issued for cash or other
consideration, or by way of dividend.

         (c) Provisions relating to Floating Rate Non-Cumulative Preferred
Stock, Series A. (Liquidation value $1,000,000 per share.)

         1. Designation: The distinctive designation of the series established
hereby shall be "Floating Rate Non-Cumulative Preferred Stock, Series A"
(hereinafter called "Series A Preferred Stock").

         2. Number: The number of shares of Series A Preferred Stock shall
initially be 250 shares. Shares of Series A Preferred Stock redeemed, purchased
or otherwise acquired by the corporation shall be cancelled and shall revert to
authorized but unissued Series Preferred Stock undesignated as to series.

         3. Dividends:

         (a) Dividend Payments Dates. Holders of the Series A Preferred Stock
shall be entitled to receive non-cumulative cash dividends when, as and if
declared by the Board of Directors of the corporation, out of funds legally
available therefor, from the date of original issuance of such shares (the
"Issue Date") and such dividends will be payable on March 28, June 28, September
28 and December 28 of each year ("Dividend Payment Date") commencing September
28, 1990, at a rate per annum as determined in paragraph 3(b) below. The period
beginning on the Issue Date and ending on the day preceding the first Dividend
Payment Date and each successive period beginning on a Dividend Payment Date and
ending on the date preceding the next succeeding Dividend Payment Date is herein
called a "Dividend Period". If any Dividend Payment Date shall be, in The City
of New York, a Sunday or a legal holiday or a day on which banking institutions
are authorized by law to close, then payment will be postponed to the next
succeeding business day with the same force and effect as if made on the
Dividend Payment Date, and no interest shall accrue for such Dividend Period
after such Dividend Payment Date.

         (b) Dividend Rate. The dividend rate from time to time payable in
respect of Series A Preferred Stock (the "Dividend Rate") shall be determined on
the basis of the following provisions:

         (i) On the Dividend Determination Date, LIBOR will be determined on the
basis of the offered rates for deposits in U.S. dollars having a maturity of
three months commencing on the second London Business Day immediately following
such Dividend Determination Date, as such rates appear on the Reuters Screen
LIBO Page as of 11:00 A.M. London time, on such Dividend Determination Date. If
at least two such offered rates appear on the Reuters Screen LIBO Page, LIBOR in
respect of such Dividend Determination Dates will be the arithmetic mean
(rounded to the nearest one-hundredth of a percent, with five one-thousandths of
a percent rounded upwards) of such offered rates. If fewer than those offered
rates appear, LIBOR in respect of such Dividend Determination Date will be
determined as described in paragraph (ii) below.

         (ii) On any Dividend Determination Date on which fewer than those
offered rates for the applicable maturity appear on the Reuters Screen LIBO Page
as specified in paragraph (I) above, LIBOR will be determined on the basis of
the rates at which deposits in U.S. dollars having a maturity of three months
commencing on the second London Business Day immediately following such Dividend
Determination Date and in a principal amount of not less than $1,000,000 that is
representative of a single transaction in such market at such time are offered
by three major banks in the London interbank market selected by the corporation
at approximately 11:00 A.M., London time, on such Dividend Determination Date to
prime banks in the London market. The corporation will request the principal
London office of each of such banks to provide a quotation of its rate. If at
least two such quotations are provided, LIBOR in respect of such Dividend
Determination Date will be the arithmetic mean (rounded to the nearest
one-hundredth of a percent, with five one-thousandths of a percent rounded
upwards) of such quotations. If fewer than two quotations are provided, LIBOR in
respect of such Dividend Determination Date will be the arithmetic mean (rounded
to the nearest one-hundredth of a percent, with five one-thousandths of a
percent rounded upwards) of the rates quoted by three major banks in New York
City selected by the corporation at approximately 11:00 A.M., New York City
time, on such Dividend Determination Date for loans in U.S. dollars to leading
European banks having a maturity of three months commencing on the second London
Business Day immediately following such Dividend Determination Date and in a
principal amount of not less than $1,000,000 that is representative of a single
transaction in such market at such time; provided, however, that if the banks
selected as aforesaid by the corporation are not quoting as aforementioned in
this sentence, then, with respect to such Dividend Period, LIBOR for the
preceding Dividend Period will be continued as LIBOR for such Dividend Period.

         (ii) The Dividend Rate for any Dividend Period shall be equal to the
lower of 18% or 50 basis points above LIBOR for such Dividend Period as LIBOR is
determined by sections (I) or (ii) above.

As used above, the term "Dividend Determination Date" shall mean, with respect
to any Dividend Period, the second London Business Day prior to the commencement
of such Dividend Period; and the term "London Business Day" shall mean any day
that is not a Saturday or Sunday and that, in New York City, is not a day on
which banking institutions generally are authorized or required by law or
executive order to close and that is a day on which dealings in deposits in U.S.
dollars are transacted in the London interbank market.

           4. Voting Rights: The holders of the Series A Preferred Stock shall
have the voting power and rights set forth in this paragraph 4 and shall have no
other voting power or rights except as otherwise may from time to time be
required by law.

         So long as any shares of Series A Preferred Stock remain outstanding,
the corporation shall not, without the affirmative vote or consent of the
holders of at least a majority of the votes of the Series Preferred Stock
entitled to vote outstanding at the time, given in person or by proxy, either in
writing or by resolution adopted at a meeting at which the holders of Series A
Preferred Stock (alone or together with the holders of one or more other series
of Series Preferred Stock at the time outstanding and entitled to vote) vote
separately as a class, alter the provisions of the Series Preferred Stock so as
to materially adversely affect its rights; provided, however, that in the event
any such materially adverse alteration affects the rights of only the Series A
Preferred Stock, then the alteration may be effected with the vote or consent of
at least a majority of the votes of the Series A Preferred Stock; provided,
further, that an increase in the amount of the authorized Series Preferred Stock
and/or the creation and/or issuance of other series of Series Preferred Stock in
accordance with the organization certificate shall not be, nor be deemed to be,
materially adverse alterations. In connection with the exercise of the voting
rights contained in the preceding sentence, holders of all series of Series
Preferred Stock which are granted such voting rights (of which the Series A
Preferred Stock is the initial series) shall vote as a class (except as
specifically provided otherwise) and each holder of Series A Preferred Stock
shall have one vote for each share of stock held and each other series shall
have such number of votes, if any, for each share of stock held as may be
granted to them.

         The foregoing voting provisions will not apply if, in connection with
the matters specified, provision is made for the redemption or retirement of all
outstanding Series A Preferred Stock.

         5. Liquidation: Subject to the provisions of section (b) of this
Article III, upon any liquidation, dissolution or winding up of the corporation,
whether voluntary or involuntary, the holders of the Series A Preferred Stock
shall have preference and priority over the Common Stock for payment out of the
assets of the corporation or proceeds thereof, whether from capital or surplus,
of $1,000,000 per share (the "liquidation value") together with the amount of
all dividends accrued and unpaid thereon, and after such payment the holders of
Series A Preferred Stock shall be entitled to no other payments.

           6. Redemption: Subject to the provisions of section (b) of this
Article III, Series A Preferred Stock may be redeemed, at the option of the
corporation in whole or part, at any time or from time to time at a redemption
price of $1,000,000 per share, in each case plus accrued and unpaid dividends to
the date of redemption.

         At the option of the corporation, shares of Series A Preferred Stock
redeemed or otherwise acquired may be restored to the status of authorized but
unissued shares of Series Preferred Stock.

         In the case of any redemption, the corporation shall give notice of
such redemption to the holders of the Series A Preferred Stock to be redeemed in
the following manner: a notice specifying the shares to be redeemed and the time
and place of redemption (and, if less than the total outstanding shares are to
be redeemed, specifying the certificate numbers and number of shares to be
redeemed) shall be mailed by first class mail, addressed to the holders of
record of the Series A Preferred Stock to be redeemed at their respective
addresses as the same shall appear upon the books of the corporation, not more
than sixty (60) days and not less than thirty (30) days previous to the date
fixed for redemption. In the event such notice is not given to any shareholder
such failure to give notice shall not affect the notice given to other
shareholders. If less than the whole amount of outstanding Series A Preferred
Stock is to be redeemed, the shares to be redeemed shall be selected by lot or
pro rata in any manner determined by resolution of the Board of Directors to be
fair and proper. From and after the date fixed in any such notice as the date of
redemption (unless default shall be made by the corporation in providing moneys
at the time and place of redemption for the payment of the redemption price) all
dividends upon the Series A Preferred Stock so called for redemption shall cease
to accrue, and all rights of the holders of said Series A Preferred Stock as
stockholders in the corporation, except the right to receive the redemption
price (without interest) upon surrender of the certificate representing the
Series A Preferred Stock so called for redemption, duly endorsed for transfer,
if required, shall cease and terminate. The corporation's obligation to provide
moneys in accordance with the preceding sentence shall be deemed fulfilled if,
on or before the redemption date, the corporation shall deposit with a bank or
trust company (which may be an affiliate of the corporation) having an office in
the Borough of Manhattan, City of New York, having a capital and surplus of at
least $5,000,000 funds necessary for such redemption, in trust with irrevocable
instructions that such funds be applied to the redemption of the shares of
Series A Preferred Stock so called for redemption. Any interest accrued on such
funds shall be paid to the corporation from time to time. Any funds so deposited
and unclaimed at the end of two (2) years from such redemption date shall be
released or repaid to the corporation, after which the holders of such shares of
Series A Preferred Stock so called for redemption shall look only to the
corporation for payment of the redemption price.

         IV. The name, residence and post office address of each member of the
corporation are as follows:

<TABLE>
<CAPTION>

                 Name                    Residence                              Post Office Address

<S>                                      <C>                                    <C>
James A. Blair                           9 West 50th Street,                    33 Wall Street,
                                           Manhattan, New York City               Manhattan, New York City

James G. Cannon                          72 East 54th Street,                   14 Nassau Street,
                                           Manhattan New York City                Manhattan, New York City

E. C. Converse                           3 East 78th Street,                    139 Broadway,
                                           Manhattan, New York City               Manhattan, New York City

Henry P. Davison                         Englewood,                             2 Wall Street,
                                           New Jersey                             Manhattan, New York City

Granville W. Garth                       160 West 57th Street,                  33 Wall Street
                                           Manhattan, New York City               Manhattan, New York City

A. Barton Hepburn                        205 West 57th Street                   83 Cedar Street
                                           Manhattan, New York City               Manhattan, New York City

William Logan                            Montclair,                             13 Nassau Street
                                           New Jersey                             Manhattan, New York City

George W. Perkins                        Riverdale,                             23 Wall Street,
                                           New York                               Manhattan, New York City

William H. Porter                        56 East 67th Street                    270 Broadway,
                                           Manhattan, New York City               Manhattan, New York City

John F. Thompson                         Newark,                                143 Liberty Street,
                                           New Jersey                             Manhattan, New York City

Albert H. Wiggin                         42 West 49th Street,                   214 Broadway,
                                           Manhattan, New York City               Manhattan, New York City

Samuel Woolverton                        Mount Vernon,                          34 Wall Street,
                                           New York                               Manhattan, New York City
Edward F.C. Young                        85 Glenwood Avenue,                    1 Exchange Place,
                                           Jersey City, New Jersey                Jersey City, New Jersey

</TABLE>

         V. The existence of the corporation shall be perpetual.

         VI. The subscribers, the members of the said corporation, do, and each
for himself does, hereby declare that he will accept the responsibilities and
faithfully discharge the duties of a director therein, if elected to act as
such, when authorized accordance with the provisions of the Banking Law of the
State of New York.

         VII. The number of directors of the corporation shall not be less than
10 nor more than 25."

         4. The foregoing restatement of the organization certificate was
authorized by the Board of Directors of the corporation at a meeting held on
July 21, 1998.

         IN WITNESS WHEREOF, we have made and subscribed this certificate this
6th day of August, 1998.

         IN WITNESS WHEREOF, we have made and subscribed this certificate this
6th day of August, 1998.



                                   James T. Byrne, Jr.
                          --------------------------------------------
                                   James T. Byrne, Jr.
                          Managing Director and Secretary


                                   Lea Lahtinen
                          --------------------------------------------
                                   Lea Lahtinen
                          Vice President and Assistant Secretary


                                  Lea Lahtinen
                         -----------------------------------
                                  Lea Lahtinen


<PAGE>





State of New York          )
                           )  ss:
County of New York         )





         Lea Lahtinen, being duly sworn, deposes and says that she is a Vice
President and an Assistant Secretary of Bankers Trust Company, the corporation
described in the foregoing certificate; that she has read the foregoing
certificate and knows the contents thereof, and that the statements herein
contained are true.

                                               Lea Lahtinen
                                      -----------------------------------
                                               Lea Lahtinen

Sworn to before me this 6th day of August, 1998.




         Sandra L. West
- ---------------------------
         Notary Public

            SANDRA L. WEST
   Notary Public State of New York
            No. 31-4942101
     Qualified in New York County
Commission Expires September 19, 1998





<PAGE>


                               State of New York,

                               Banking Department


         I, MANUEL KURSKY, Deputy Superintendent of Banks of the State of New
York, DO HEREBY APPROVE the annexed Certificate entitled "CERTIFICATE OF
AMENDMENT OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY Under Section
8005 of the Banking Law," dated September 16, 1998, providing for an increase in
authorized capital stock from $3,001,666,670 consisting of 200,166,667 shares
with a par value of $10 each designated as Common Stock and 1,000 shares with a
par value of $1,000,000 each designated as Series Preferred Stock to
$3,501,666,670 consisting of 200,166,667 shares with a par value of $10 each
designated as Common Stock and 1,500 shares with a par value of $1,000,000 each
designated as Series Preferred Stock.

Witness, my hand and official seal of the Banking Department at the City of New
York,


               this 25th day of September in the Year of our Lord one thousand
               nine hundred and ninety-eight.

                                                  Manuel Kursky
                                         -----------------------------------
                                         Deputy Superintendent of Banks

<PAGE>




                            CERTIFICATE OF AMENDMENT

                                     OF THE

                            ORGANIZATION CERTIFICATE

                                OF BANKERS TRUST

                      Under Section 8005 of the Banking Law

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

         We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing
Director and Secretary and a Vice President and an Assistant Secretary of
Bankers Trust Company, do hereby certify:

         1.   The name of the corporation is Bankers Trust Company.

         2. The organization certificate of said corporation was filed by the
Superintendent of Banks on the 5th of March, 1903.

         3. The organization certificate as heretofore amended is hereby amended
to increase the aggregate number of shares which the corporation shall have
authority to issue and to increase the amount of its authorized capital stock in
conformity therewith.

         4. Article III of the organization certificate with reference to the
authorized capital stock, the number of shares into which the capital stock
shall be divided, the par value of the shares and the capital stock outstanding,
which reads as follows:

         "III. The amount of capital stock which the corporation is hereafter to
         have is Three Billion, One Million, Six Hundred Sixty-Six Thousand, Six
         Hundred Seventy Dollars ($3,001,666,670), divided into Two Hundred
         Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven
         (200,166,667) shares with a par value of $10 each designated as Common
         Stock and 1000 shares with a par value of One Million Dollars
         ($1,000,000) each designated as Series Preferred Stock."

is hereby amended to read as follows:

         "III. The amount of capital stock which the corporation is hereafter to
         have is Three Billion, Five Hundred One Million, Six Hundred Sixty-Six
         Thousand, Six Hundred Seventy Dollars ($3,501,666,670), divided into
         Two Hundred Million, One Hundred Sixty-Six Thousand, Six Hundred
         Sixty-Seven (200,166,667) shares with a par value of $10 each
         designated as Common Stock and 1500 shares with a par value of One
         Million Dollars ($1,000,000) each designated as Series Preferred
         Stock."


<PAGE>



         5. The foregoing amendment of the organization certificate was
authorized by unanimous written consent signed by the holder of all outstanding
shares entitled to vote thereon.

         IN WITNESS WHEREOF, we have made and subscribed this certificate this
25th day of September, 1998


                                             James T. Byrne, Jr.
                                    --------------------------------------------
                                             James T. Byrne, Jr.
                                    Managing Director and Secretary


                                             Lea Lahtinen
                                    --------------------------------------------
                                             Lea Lahtinen
                                    Vice President and Assistant Secretary

State of New York     )
                      )  ss:
County of New York    )

         Lea Lahtinen, being fully sworn, deposes and says that she is a Vice
President and an Assistant Secretary of Bankers Trust Company, the corporation
described in the foregoing certificate; that she has read the foregoing
certificate and knows the contents thereof, and that the statements herein
contained are true.

                                               Lea Lahtinen
                                      -----------------------------------
                                               Lea Lahtinen

Sworn to before me this 25th day
of  September, 1998



         Sandra L. West
- ---------------------------
         Notary Public

            SANDRA L. WEST
   Notary Public State of New York
            No. 31-4942101
     Qualified in New York County
Commission Expires September 19, 2000



<PAGE>


                               State of New York,

                               Banking Department



         I, P. VINCENT CONLON, Deputy Superintendent of Banks of the State of
New York, DO HEREBY APPROVE the annexed Certificate entitled "CERTIFICATE OF
AMENDMENT OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY Under Section
8005 of the Banking Law," dated December 16, 1998, providing for an increase in
authorized capital stock from $3,501,666,670 consisting of 200,166,667 shares
with a par value of $10 each designated as Common Stock and 1,500 shares with a
par value of $1,000,000 each designated as Series Preferred Stock to
$3,627,308,670 consisting of 212,730,867 shares with a par value of $10 each
designated as Common Stock and 1,500 shares with a par value of $1,000,000 each
designated as Series Preferred Stock.

Witness, my hand and official seal of the Banking Department at the City of New
York,

               this 18th day of December in the Year of our Lord one thousand
               nine hundred and ninety-eight.

                                                P. Vincent Conlon
                                       ---------------------------
                                       Deputy Superintendent of Banks


<PAGE>


                            CERTIFICATE OF AMENDMENT

                                     OF THE

                            ORGANIZATION CERTIFICATE

                                OF BANKERS TRUST

                      Under Section 8005 of the Banking Law

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

         We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing
Director and Secretary and a Vice President and an Assistant Secretary of
Bankers Trust Company, do hereby certify:

         1.   The name of the corporation is Bankers Trust Company.

         2. The organization certificate of said corporation was filed by the
Superintendent of Banks on the 5th of March, 1903.

         3. The organization certificate as heretofore amended is hereby amended
to increase the aggregate number of shares which the corporation shall have
authority to issue and to increase the amount of its authorized capital stock in
conformity therewith.

         4. Article III of the organization certificate with reference to the
authorized capital stock, the number of shares into which the capital stock
shall be divided, the par value of the shares and the capital stock outstanding,
which reads as follows:

         "III. The amount of capital stock which the corporation is hereafter to
         have is Three Billion, Five Hundred One Million, Six Hundred Sixty-Six
         Thousand, Six Hundred Seventy Dollars ($3,501,666,670), divided into
         Two Hundred Million, One Hundred Sixty-Six Thousand, Six Hundred
         Sixty-Seven (200,166,667) shares with a par value of $10 each
         designated as Common Stock and 1500 shares with a par value of One
         Million Dollars ($1,000,000) each designated as Series Preferred
         Stock."

is hereby amended to read as follows:

         "III. The amount of capital stock which the corporation is hereafter to
         have is Three Billion, Six Hundred Twenty-Seven Million, Three Hundred
         Eight Thousand, Six Hundred Seventy Dollars ($3,627,308,670), divided
         into Two Hundred Twelve Million, Seven Hundred Thirty Thousand, Eight
         Hundred Sixty- Seven (212,730,867) shares with a par value of $10 each
         designated as Common Stock and 1500 shares with a par value of One
         Million Dollars ($1,000,000) each designated as Series Preferred
         Stock."


<PAGE>



         5. The foregoing amendment of the organization certificate was
authorized by unanimous written consent signed by the holder of all outstanding
shares entitled to vote thereon.

         IN WITNESS WHEREOF, we have made and subscribed this certificate this
16th day of December, 1998


                                       James T. Byrne, Jr.
                              --------------------------------------------
                                       James T. Byrne, Jr.
                              Managing Director and Secretary


                                       Lea Lahtinen
                              --------------------------------------------
                                       Lea Lahtinen
                              Vice President and Assistant Secretary

State of New York     )
                      )  ss:
County of New York    )

         Lea Lahtinen, being fully sworn, deposes and says that she is a Vice
President and an Assistant Secretary of Bankers Trust Company, the corporation
described in the foregoing certificate; that she has read the foregoing
certificate and knows the contents thereof, and that the statements herein
contained are true.

                                              Lea Lahtinen
                                     -----------------------------------
                                              Lea Lahtinen

Sworn to before me this 16th day
of  December, 1998



         Sandra L. West
- ---------------------------
         Notary Public

            SANDRA L. WEST
   Notary Public State of New York
            No. 31-4942101
     Qualified in New York County
Commission Expires September 19, 2000



<PAGE>













                                     BY-LAWS






                                  JUNE 22, 1999










                            Bankers Trust Corporation
           (Incorporated under the New York Business Corporation Law)










<PAGE>



                            BANKERS TRUST CORPORATION


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

                                     BY-LAWS


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

                                    ARTICLE I

                                  SHAREHOLDERS


SECTION 1.01 Annual Meetings. The annual meetings of shareholders for the
election of directors and for the transaction of such other business as may
properly come before the meeting shall be held on the third Tuesday in April of
each year, if not a legal holiday, and if a legal holiday then on the next
succeeding business day, at such hour as shall be designated by the Board of
Directors. If no other hour shall be so designated such meeting shall be held at
3 P.M.

SECTION 1.02 Special Meetings. Special meetings of the shareholders, except
those regulated otherwise by statute, may be called at any time by the Board of
Directors, or by any person or committee expressly so authorized by the Board of
Directors and by no other person or persons.

SECTION 1.03 Place of Meetings. Meetings of shareholders shall be held at such
place within or without the State of New York as shall be determined from time
to time by the Board of Directors or, in the case of special meetings, by such
person or persons as may be authorized to call a meeting. The place in which
each meeting is to be held shall be specified in the notice of such meeting.

SECTION 1.04 Notice of Meetings. A copy of the written notice of the place, date
and hour of each meeting of shareholders shall be given personally or by mail,
not less than ten nor more than fifty days before the date of the meeting, to
each shareholder entitled to vote at such meeting. Notice of a special meeting
shall indicate that it is being issued by or at the direction of the person or
persons calling the meeting and shall also state the purpose or purposes for
which the meeting is called. Notice of any meeting at which is proposed to take
action which would entitle shareholders to receive payment for their shares
pursuant to statutory provisions must include a statement of that purpose and to
that effect. If mailed, such notices of the annual and each special meeting are
given when deposited in the United States mail, postage prepaid, directed to the
shareholder at his address as it appears in the record of shareholders unless he
shall have filed with the Secretary of the corporation a written request that
notices intended for him shall be mailed to some other address, in which case it
shall be directed to him at such other address.

SECTION 1.05 Record Date. For the purpose of determining the shareholders
entitled to notice of or to vote any meeting of shareholders or any adjournment
thereof, or to express consent to or dissent from any proposal without a
meeting, or for the purpose of determining shareholders entitled to receive
payment of any dividend or the allotment of any rights, or for the purpose of
any other action, the Board of Directors may fix, in advance, a date as the
record date for any such determination of shareholders. Such date shall not be
more than fifty nor less than ten days before the date of such meeting, nor more
than fifty days prior to any other action.

SECTION 1.06 Quorum. The presence, in person or by proxy, of the holders of a
majority of the shares entitled to vote thereat shall constitute a quorum at a
meeting of shareholders for the transaction of business, except as otherwise
provided by statute, by the Certificate of Incorporation or by the By-Laws. The
shareholders present in person or by proxy and entitled to vote at any meeting,
despite the absence of a quorum, shall have power to adjourn the meeting from
time to time, to a designated time and place, without notice other than by
announcement at the meeting, and at any adjourned meeting any business may be
transacted that might have been transacted on the original date of the meeting.
However, if after the adjournment the Board of Directors fixes a new record date
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each shareholder of record on the new record date entitled to notice.

SECTION 1.07 Notice of Shareholder Business at Annual Meeting. At an annual
meeting of shareholders, only such business shall be conducted as shall have
been brought before the meeting (a) by or at the direction of the Board of
Directors or (b) by any shareholder of the corporation who complies with the
notice procedures set forth in this Section 1.07. For business to be properly
brought before an annual meeting by a shareholder, the shareholder must have
given timely notice thereof in writing to the Secretary of the corporation. To
be timely, a shareholder's notice must be delivered to or mailed and received at
the principal executive offices of the corporation not less than thirty days nor
more than fifty days prior to the meeting; provided, however, that in the event
that less than forty days' notice or prior public disclosure of the date of the
meeting is given or made to shareholders, notice by the shareholder to be timely
must be received not later than the close of business on the tenth day following
the day on which such notice of the date of the annual meeting was mailed or
such public disclosure was made. A shareholder's notice to the Secretary shall
set forth as to each matter the shareholder proposes to bring before the annual
meeting (a) a brief description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at the annual
meeting, (b) the name and address, as they appear on the corporation's books, of
the shareholder proposing such business, (c) the class and number of shares of
the corporation which are beneficially owned by the shareholder and (d) any
material interest of the shareholder in such business. Notwithstanding anything
in these By-Laws to the contrary, no business shall be conducted at an annual
meeting except in accordance with the procedures set forth in this Section 1.07
and Section 2.03. The Chairman of an annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting and in accordance with the provisions of this Section 1.07
and Section 2.03, and if he should so determine, he shall so declare to the
meeting and any such business not properly brought before the meeting shall not
be transacted.

                                   ARTICLE II

                               BOARD OF DIRECTORS

SECTION 2.01 Number and Qualifications. The business of the corporation shall be
managed by its Board of Directors. The number of directors constituting the
entire Board of Directors shall be not less than seven nor more than fifteen, as
shall be fixed from time to time by vote of a majority of the entire Board of
Directors. Each director shall be at least 21 years of age. Directors need not
be shareholders. No Officer-Director who shall have attained age 65, or earlier
relinquishes his responsibilities and title, shall be eligible to serve as a
director.

SECTION 2.02 Election. At each annual meeting of shareholders, directors shall
be elected by a plurality of the votes to hold office until the next annual
meeting. Subject to the provisions of the statute, of the Certificate of
Incorporation and of the By-Laws, each director shall hold office until the
expiration of the term for which elected, and until his successor has been
elected and qualified.

SECTION 2.03 Nomination and Notification of Nomination. Subject to the rights of
holders of any class or series of stock having a preference over the Common
Stock as to dividends or upon liquidation, nominations for the election of
directors may be made by the Board of Directors or to any committee appointed by
the Board of Directors or by any shareholder entitled to vote in the election of
directors generally. However, any shareholder entitled to vote in the election
of directors generally may nominate one or more persons for election as
directors at a meeting only if written notice of such shareholder's intent to
make such nomination or nominations has been given, either by personal delivery
or by United States mail, postage prepaid, to the Secretary of the corporation
not later than (i) with respect to an election to be held at an annual meeting
of shareholders ninety days in advance of such meeting, and (ii) with respect to
an election to be held at a special meeting of shareholders for the election of
directors, the close of business on the seventh day following the date on which
notice of such meeting is first given to shareholders. Each such notice shall
set forth: (a) the name and address of the shareholder who intends to make the
nomination and of the person or persons to be nominated; (b) a representation
that the shareholder is a holder of record of stock of the corporation entitled
to vote at such meeting and intends to appear in person or by proxy at the
meeting to nominate the person or persons specified in the notice; (c) a
description of all arrangements or understandings between the shareholder and
each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by the
shareholder; (d) such other information regarding each nominee proposed by such
shareholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission, had the
nominee been nominated, or intended to be nominated, by the Board of Directors;
and (e) the consent of each nominee to serve as a director of the corporation if
so elected. At the request of the Board of Directors, any person nominated by
the Board of Directors for election as a director shall furnish to the Secretary
of the corporation that information required to be set forth in a shareholder's
notice of nomination which pertains to the nominee. No person shall be eligible
for election as a director of the corporation unless nominated in accordance
with the procedures set forth in the By-Laws. The Chairman of the meeting shall,
if the facts warrant, determine and declare to the meeting that a nomination was
not made in accordance with the procedures prescribed by these By-Laws, and if
he should so determine, he shall so declare to the meeting and the defective
nomination shall be disregarded.

SECTION 2.04 Regular Meetings. Regular meetings of the Board of Directors may be
held without notice at such places and times as may be fixed from time to time
by resolution of the Board and a regular meeting for the purpose of organization
and transaction of other business shall be held each year after the adjournment
of the annual meeting of shareholders.

SECTION 2.05 Special Meetings. The Chairman of the Board, the Chief Executive
Officer, the President, the Senior Vice Chairman or any Vice Chairman may, and
at the request of three directors shall, call a special meeting of the Board of
Directors, two days' notice of which shall be given in person or by mail,
telegraph, radio, telephone or cable. Notice of a special meeting need not be
given to any director who submits a signed waiver of notice whether before or
after the meeting, or who attends the meeting without protesting, prior thereto
or at its commencement, the lack of notice to him.

SECTION 2.06 Place of Meeting. The directors may hold their meetings, have one
or more offices, and keep the books of the corporation (except as may be
provided by law) at any place, either within or without the State of New York,
as they may from time to time determine.

SECTION 2.07 Quorum and Vote. At all meetings of the Board of Directors the
presence of one-third of the entire Board, but not less than two directors,
shall constitute a quorum for the transaction of business. Any one or more
members of the Board of Directors or of any committee thereof may participate in
a meeting of the Board of Directors or a committee thereof by means of a
conference telephone or similar communications equipment which allows all
persons participating in the meeting to hear each other at the same time.
Participation by such means shall constitute presence in person at such a
meeting. The vote of a majority of the directors present at the time of the
vote, if a quorum is present at such time, shall be the act of the Board of
Directors, except as may be otherwise provided by statute or the By-Laws.

SECTION 2.08 Vacancies. Newly created directorships resulting from increase in
the number of directors and vacancies in the Board of Directors, whether caused
by resignation, death, removal or otherwise, may be filled by vote of a majority
of the directors then in office, although less than a quorum exists.

                                   ARTICLE III

                         EXECUTIVE AND OTHER COMMITTEES

SECTION 3.01 Designation and Authority. The Board of Directors, by resolution
adopted by a majority of the entire Board, may designate from among its members
an Executive Committee and other committees, each consisting of three or more
directors. Each such committee, to the extent provided in the resolution or the
By-Laws, shall have all the authority of the Board, except that no such
committee shall have authority as to:

         (i) the submission to shareholders of any action as to which
shareholders' authorization is required by law.

         (ii) the filling of vacancies in the Board of Directors or any
committee.

         (iii) the fixing of compensation of directors for serving on the Board
or on any committee.

         (iv) the amendment or appeal of the By-Laws, or the adoption of new
By-Laws.

         (v) the amendment or repeal of any resolution of the Board which by its
terms shall not be so amendable or repealable.

The Board may designate one or more directors as alternate members of any such
committee, who may replace any absent member or members at any meeting of such
committee. Each such committee shall serve at the pleasure of the Board of
Directors.

SECTION 3.02 Procedure. Except as may be otherwise provided by statute, by the
By-Laws or by resolution of the Board of Directors, each committee may make
rules for the call and conduct of its meetings. Each committee shall keep a
record of its acts and proceedings and shall report the same from time to time
to the Board of Directors.

                                   ARTICLE IV

                                    OFFICERS

SECTION 4.01 Titles and General. The Board of Directors shall elect from among
their number a Chairman of the Board and a Chief Executive Officer, and may also
elect a President, a Senior Vice Chairman, one or more Vice Chairmen, one or
more Executive Vice Presidents, one or more Senior Vice Presidents, one or more
Principals, one or more Vice Presidents, a Secretary, a Controller, a Treasurer,
a General Counsel, a General Auditor, and a General Credit Auditor, who need not
be directors. The officers of the corporation may also include such other
officers or assistant officers as shall from time to time be elected or
appointed by the Board. The Chairman of the Board or the Chief Executive Officer
or, in their absence, the President, the Senior Vice Chairman or any Vice
Chairman, may from time to time appoint assistant officers. All officers elected
or appointed by the Board of Directors shall hold their respective offices
during the pleasure of the Board of Directors, and all assistant officers shall
hold office at the pleasure of the Board or the Chairman of the Board or the
Chief Executive Officer or, in their absence, the President, the Senior Vice
Chairman or any Vice Chairman. The Board of Directors may require any and all
officers and employees to give security for the faithful performance of their
duties.

SECTION 4.02 Chairman of the Board. The Chairman of the Board shall preside at
all meetings of the shareholders and of the Board of Directors. Subject to the
Board of Directors, he shall exercise all the powers and perform all the duties
usual to such office and shall have such other powers as may be prescribed by
the Board of Directors or the Executive Committee or vested in him by the
By-Laws.

SECTION 4.03 Chief Executive Officer. The Board of Directors shall designate the
Chief Executive Officer of the corporation, which person may also hold the
additional title of Chairman of the Board, President, Senior Vice Chairman or
Vice Chairman. Subject to the Board of Directors, he shall exercise all the
powers and perform all the duties usual to such office and shall have such other
powers as may be prescribed by the Board of Directors or the Executive Committee
or vested in him by the By-Laws.

SECTION 4.04 Chairman of the Board, President, Senior Vice Chairman, Vice
Chairmen, Executive Vice Presidents, Senior Vice Presidents, Principals and Vice
Presidents. The Chairman of the Board or, in his absence or incapacity the
President or, in his absence or incapacity, the Senior Vice Chairman, the Vice
Chairmen, the Executive Vice Presidents, or in their absence, the Senior Vice
Presidents, in the order established by the Board of Directors shall, in the
absence or incapacity of the Chief Executive Officer perform the duties of the
Chief Executive Officer. The President, the Senior Vice Chairman, the Vice
Chairmen, the Executive Vice Presidents, the Senior Vice Presidents, the
Principals, and the Vice Presidents shall also perform such other duties and
have such other powers as may be prescribed or assigned to them, respectively,
from time to time by the Board of Directors, the Executive Committee, the Chief
Executive Officer, or the By-Laws.

SECTION 4.05 Controller. The Controller shall perform all the duties customary
to that office and except as may be otherwise provided by the Board of Directors
shall have the general supervision of the books of account of the corporation
and shall also perform such other duties and have such powers as may be
prescribed or assigned to him from time to time by the Board of Directors, the
Executive Committee, the Chief Executive Officer, or the By-Laws.

SECTION 4.06 Secretary. The Secretary shall keep the minutes of the meetings of
the Board of Directors and of the shareholders and shall have the custody of the
seal of the corporation. He shall perform all other duties usual to that office,
and shall also perform such other duties and have such powers as may be
prescribed or assigned to him from time to time by the Board of Directors, the
Executive Committee, the Chairman of the Board, the Chief Executive Officer, or
the By-Laws.


                                    ARTICLE V

                INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

SECTION 5.01 The corporation shall, to the fullest extent permitted by Section
721 of the New York Business Corporation Law, indemnify any person who is or was
made, or threatened to be made, a party to an action or proceeding, whether
civil or criminal, whether involving any actual or alleged breach of duty,
neglect or error, any accountability, or any actual or alleged misstatement,
misleading statement or other act or omission and whether brought or threatened
in any court or administrative or legislative body or agency, including an
action by or in the right of the corporation to procure a judgment in its favor
and an action by or in the right of any other corporation of any type or kind,
domestic or foreign, or any partnership, joint venture, trust, employee benefit
plan or other enterprise, which any director or officer of the corporation is
serving or served in any capacity at the request of the corporation by reason of
the fact that he, his testator or intestate, is or was a director or officer of
the corporation, or is serving or served such other corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise in any capacity,
against judgments, fines, amounts paid in settlement, and costs, charges and
expenses, including attorneys' fees, or any appeal therein; provided, however,
that no indemnification shall be provided to any such person if a judgment or
other final adjudication adverse to the director or officer establishes that (i)
his acts were committed in bad faith or were the result of active and deliberate
dishonesty and, in either case, were material to the cause of action so
adjudicated, or (ii) he personally gained in fact a financial profit or other
advantage to which he was not legally entitled.

SECTION 5.02 The corporation may indemnify any other person to whom the
corporation is permitted to provide indemnification or the advancement of
expenses by applicable law, whether pursuant to rights granted pursuant to, or
provided by, the New York Business Corporation Law or other rights created by
(i) a resolution of shareholders, (ii) a resolution of directors, or (iii) an
agreement providing for such indemnification, it being expressly intended that
these By-Laws authorize the creation of other rights in any such manner.

SECTION 5.03 The corporation shall, from time to time, reimburse or advance to
any person referred to in Section 5.01 the funds necessary for payment of
expenses, including attorneys' fees, incurred in connection with any action or
proceeding referred to in Section 5.01, upon receipt of a written undertaking by
or on behalf of such person to repay such amount(s) if a judgment or other final
adjudication adverse to the director or officer establishes that (i) his acts
were committed in bad faith or were the result of active and deliberate
dishonesty and, in either case, were material to the cause of action so
adjudicated, or (ii) he personally gained in fact a financial profit or other
advantage to which he was not legally entitled.

SECTION 5.04 Any director or officer of the corporation serving (i) another
corporation, of which a majority of the shares entitled to vote in the election
of its directors is held by the corporation, or (ii) any employee benefit plan
of the corporation or any corporation referred to in clause (i), in any capacity
shall be deemed to be doing so at the request of the corporation. In all other
cases, the provisions of this Article V will apply (i) only if the person
serving another corporation or any partnership, joint venture, trust, employee
benefit plan or other enterprise so served at the specific request of the
corporation, evidenced by a written communication signed by the Chairman of the
Board, the Chief Executive Officer, the President, the Senior Vice Chairman or
any Vice Chairman, and (ii) only if and to the extent that, after making such
efforts as the Chairman of the Board, the Chief Executive Officer, or the
President shall deem adequate in the circumstances, such person shall be unable
to obtain indemnification from such other enterprise or its insurer.

SECTION 5.05 Any person entitled to be indemnified or to the reimbursement or
advancement of expenses as a matter of right pursuant to this Article V may
elect to have the right to indemnification (or advancement of expenses)
interpreted on the basis of the applicable law in effect at the time of the
occurrence of the event or events giving rise to the action or proceeding, to
the extent permitted by law, or on the basis of the applicable law in effect at
the time indemnification is sought.

SECTION 5.06 The right to be indemnified or to the reimbursement or advancement
of expenses pursuant to this Article V (i) is a contract right pursuant to which
the person entitled thereto may bring suit as if the provisions hereof were set
forth in a separate written contract between the corporation and the director or
officer, (ii) is intended to be retroactive and shall be available with respect
to events occurring prior to the adoption hereof, and (iii) shall continue to
exist after the rescission or restrictive modification hereof with respect to
events occurring prior thereto.

SECTION 5.07 If a request to be indemnified or for the reimbursement or
advancement of expenses pursuant hereto is not paid in full by the corporation
within thirty days after a written claim has been received by the corporation,
the claimant may at any time thereafter bring suit against the corporation to
recover the unpaid amount of the claim and, if successful in whole or in part,
the claimant shall be entitled also to be paid the expenses of prosecuting such
claim. Neither the failure of the corporation (including its Board of Directors,
independent legal counsel, or its shareholders) to have made a determination
prior to the commencement of such action that indemnification of or
reimbursement or advancement of expenses to the claimant is proper in the
circumstances, nor an actual determination by the corporation (including its
Board of Directors, independent legal counsel, or its shareholders) that the
claimant is not entitled to indemnification or to the reimbursement or
advancement of expenses, shall be a defense to the action or create a
presumption that the claimant is not so entitled.

SECTION 5.08 A person who has been successful, on the merits or otherwise, in
the defense of a civil or criminal action or proceeding of the character
described in Section 5.01 shall be entitled to indemnification only as provided
in Sections 5.01 and 5.03, notwithstanding any provision of the New York
Business Corporation Law to the contrary.


                                   ARTICLE VI

                                      SEAL

SECTION 6.01 Corporate Seal. The corporate seal shall contain the name of the
corporation and the year and state of its incorporation. The seal may be altered
from time to time at the discretion of the Board of Directors.



                                   ARTICLE VII

                               SHARE CERTIFICATES

SECTION 7.01 Form. The certificates for shares of the corporation shall be in
such form as shall be approved by the Board of Directors and shall be signed by
the Chairman of the Board, the Chief Executive Officer, the President, the
Senior Vice Chairman or any Vice Chairman and the Secretary or an Assistant
Secretary, and shall be sealed with the seal of the corporation or a facsimile
thereof. The signatures of the officers upon the certificate may be facsimiles
if the certificate is countersigned by a transfer agent or registered by a
registrar other than the corporation itself or its employees.

                                  ARTICLE VIII

                                     CHECKS

SECTION 8.01 Signatures. All checks, drafts and other orders for the payment of
money shall be signed by such officer or officers or agent or agents as the
Board of Directors may designate from time to time.

                                   ARTICLE IX

                                    AMENDMENT

SECTION 9.01 Amendment of By-Laws. The By-Laws may be amended, repealed or added
to by vote of the holders of the shares at the time entitled to vote in the
election of any directors. The Board of Directors may also amend, repeal or add
to the By-Laws, but any By-Laws adopted by the Board of Directors may be amended
or repealed by the shareholders entitled to vote thereon as provided herein. If
any By-Law regulating an impending election of directors is adopted, amended or
repealed by the Board, there shall be set forth in the notice of the next
meeting of shareholders for the election of directors the By-Laws so adopted,
amended or repealed, together with concise statement of the changes made.

                                    ARTICLE X

SECTION 10.01 Construction. The masculine gender, when appearing in these
By-Laws, shall be deemed to include the feminine gender.



<PAGE>



I, Boris Treyger, Associate of Bankers Trust Company, New York, New York, hereby
certify that the foregoing is a complete, true and correct copy of the By-Laws
of Bankers Trust Company, and that the same are in full force and effect at this
date.



                                                            /s/ Boris Treyger
                                                              Boris Treyger
                                                              Associate



DATED:  July 13th, 2001



<PAGE>


Legal Title of Bank:  Bankers Trust Company               Call Date:   12/31/00
Address:              130 Liberty Street                  Vendor ID:   D
City, State ZIP:      New York, NY  10006                 Transit#:    21001003

State#: 36-4840                                                       FFIEC 031
Cert#:  00623                                                         Page RC-1

                                                                          11

Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for December 31, 2000

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, reported the amount outstanding as of the last business day of the
quarter.

Schedule RC--Balance Sheet

<TABLE>
<CAPTION>

                                                                                                                 -----------
                                                                                                                 |  C400    |
                                                                                                 ----------------------------
                                                              Dollar Amounts in Thousands        |  RCFD                    |
- -----------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                                                                          <C>     <C>             <C>
ASSETS                                                                                           |   / / / / /  / / / /     |
  1.    Cash and balances due from depository institutions (from Schedule RC-A):                 |   / / / / /  / / / /     |
         a.   Noninterest-bearing balances and currency and coin (1) ............................|   0081    1,419,000      |1.a.
         b.   Interest-bearing balances (2) .....................................................|   0071    1,423,000      |1.b.
  2.    Securities:                                                                              |   / / / /  / / / / /     |
         a.   Held-to-maturity securities (from Schedule RC-B, column A) ....................... |   1754            0      |2.a.
         b.   Available-for-sale securities (from Schedule RC-B, column D)...................... |   1773      354,000      |2.b.
  3.   Federal funds sold and securities purchased under agreements to resell................... |   1350    8,525,000      |3.
  4.   Loans and lease financing receivables:                                                    |   / / / / // / / / /     |
        a. Loans and leases, net of unearned income (from Schedule RC-C) RCFD 2122  22,038,000   |   / / / / // / / / /     |4.a.
        b. LESS:   Allowance for loan and lease losses................ ..RCFD 3123     458,000   |   / / / / / / / / /      |4.b.
        c.   LESS:   Allocated transfer risk reserve ....................RCFD 3128           0   |   / / / / / / / / /      |4.c.
        d.   Loans and leases, net of unearned income,                                           |   / / / / / / / / /      |
             allowance, and reserve (item 4.a minus 4.b and 4.c) ................................|   2125   15,892,000      |4.d.
  5.   Trading Assets (from schedule RC-D)  .....................................................|   3545   12,779,000      |5.
  6.   Premises and fixed assets (including capitalized leases) .................................|   2145      600,000      |6.
  7.   Other real estate owned (from Schedule RC-M) .............................................|   2150      103,000      |7.
  8.   Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M)..|   2130       51,000      |8.
  9.   Customers' liability to this bank on acceptances outstanding .............................|   2155      254,000      |9.
10.   Intangible assets (from Schedule RC-M) ....................................................|   2143       70,000      |10.
11.   Other assets (from Schedule RC-F) .........................................................|   2160    2,854,000      |11.
12.   Total assets (sum of items 1 through 11) ..................................................|   2170   44,324,000      |12.
                                                                                                 -------------------------------

</TABLE>


- --------------------------
(1)      Includes cash items in process of collection and unposted debits.
(2)      Includes time certificates of deposit not held for trading.










<PAGE>


Legal Title of Bank:  Bankers Trust Company               Call Date:   12/31/00
Address:              130 Liberty Street                  Vendor ID:   D
City, State ZIP:      New York, NY  10006                 Transit#:    21001003

State#: 36-4840                                                       FFIEC 031
Cert#:  00623                                                         Page RC-2

                                                                          12
<TABLE>
<CAPTION>

Schedule RC--Continued
                                                     Dollar Amounts in Thousands
      ----------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                                                                       <C>        <C>          <C>
LIABILITIES
13.    Deposits:                                                                                |  / / / / / / / / / / / |
         a.   In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I) | RCON 2200  11,415,000  |13.a.
         (1)   Noninterest-bearing(1) ..........................................................| RCON 6631   3,195,000  |13.a.(1)
         (2)  Interest-bearing..................................................................| RCON 6636   8,220,000  |13.a.(2)
         b.   In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E |  / / / / / / / / / / / |
         part II)                                                                               | RCFN 2200   7,744,000  |13.b.
         (1)   Noninterest-bearing .............................................................| RCFN 6631   1,044,000  |13.b.(1)
         (2)   Interest-bearing.................................................................| RCFN 6636   6,700,000  |13.b.(2)
14.    Federal funds purchased and securities sold under agreements to repurchase               | RCFD 2800   8,319,000  |14.
15.    a.   Demand notes issued to the U.S. Treasury ...........................................| RCON 2840     439,000  |15.a.
         b.   Trading liabilities (from Schedule RC-D)..........................................| RCFD 3548   1,814,000  |15.b.
16.    Other borrowed money (includes mortgage indebtedness and obligations under               |                        |
       capitalized leases):                                                                     | / / / / / / / / / / /  |
         a.   With a remaining maturity of one year or less ....................................| RCFD 2332   2,590,000  |16.a.
         b.   With a remaining maturity of more than one year  through three years............. | A547          842,000  |16.b.
         c.  With a remaining maturity of more than three years.................................| A548          558,000  |16.c
17.    Not Applicable.                                                                          | / / / / / / / / / / / /|17.
18.    Bank's liability on acceptances executed and outstanding ................................| RCFD 2920     254,000  |18.
19.    Subordinated notes and debentures (2)....................................................| RCFD 3200     284,000  |19.
20.    Other liabilities (from Schedule RC-G) ..................................................| RCFD 2930   3,467,000  |20.
21.    Total liabilities (sum of items 13 through 20) ..........................................| RCFD 2948  37,726,000  |21.
22.    Not Applicable                                                                           |  / / / / / / / / / / / |
                                                                                                | / / / / / / / / / / / /|22.
EQUITY CAPITAL                                                                                  | / / / / / / / / / / / /|
23.    Perpetual preferred stock and related surplus ...........................................| RCFD 3638   1,500,000  |23.
24.    Common stock ............................................................................| RCFD 3230   2,127,000  |24.
25.    Surplus (exclude all surplus related to preferred stock) ................................| RCFD 3839     584,000  |25.
26.    a.   Undivided profits and capital reserves .............................................| RCFD 3632   2,468,000  |26.a.
       b.   Net unrealized holding gains (losses) on available-for-sale securities .............| RCFD 8434       5,000  |26.b.
       c.   Accumulated net gains (losses) on cash flow hedges..................................| RCFD 4336           0  |26c.
27.    Cumulative foreign currency translation adjustments .....................................| RCFD 3284     (86,000) |27.
28.    Total equity capital (sum of items 23 through 27) .......................................| RCFD 3210   6,598,000  |28.
29.    Total liabilities and equity capital (sum of items 21 and 28)............................| RCFD 3300  44,324,000  |29
                                                                                                |                        |
                                                                                                --------------------------
</TABLE>

Memorandum
To be reported only with the March Report of Condition.

1. Indicate in the box at the right the number of the statement
   below that best describes the most comprehensive level
   of auditing work performed for the bank by independent
   external auditors as of any date during       __________ Number____________
   1999..........................................|RCFD  6724   N/A       |  M.1
                                                 -----------------------------

<TABLE>

<S>                                                                 <C>
1 =   Independent audit of the bank conducted in accordance         4 =  Directors' examination of the bank performed by other
      with generally accepted auditing standards by a certified          external auditors (may be required by state chartering
      public accounting firm which submits a report on the bank          authority)
2 =   Independent audit of the bank's parent holding company        5 =   Review of the bank's financial statements by external
      conducted in accordance with generally accepted auditing            auditors
      standards by a certified public accounting firm which         6 =  Compilation of the bank's financial statements by external
      submits a report on the consolidated holding company                auditors
      (but not on the bank separately)                              7 =   Other audit procedures (excluding tax preparation work)
3 =   Directors' examination of the bank conducted in               8 =   No external audit work
      accordance with generally accepted auditing standards
      by a certified public accounting firm (may be required by
      state chartering authority)

</TABLE>

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

(1)  Including total demand deposits and noninterest-bearing time and savings
     deposits.

(2)  Includes limited-life preferred stock and related surplus.


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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