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<SEC-DOCUMENT>0000092122-02-000040.txt : 20020414
<SEC-HEADER>0000092122-02-000040.hdr.sgml : 20020414
ACCESSION NUMBER:		0000092122-02-000040
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20020130
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20020201

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:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-03526
		FILM NUMBER:		02524622

	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
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>seriesb8k.txt
<DESCRIPTION>FORM 8-K
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)          January 30, 2002
                                                  -----------------------------


                              THE SOUTHERN COMPANY
- -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


       Delaware                    1-3526                      58-0690070
- -------------------------------------------------------------------------------
(State or other jurisdiction    (Commission                   (IRS Employer
     of incorporation)          File Number)                Identification No.)


     270 Peachtree Street, NW, Atlanta, Georgia                   30303
- -----------------------------------------------------------------------------
     (Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code       (404)  506-5000
                                                     ------------------------


N/A  (Former name or former address, if changed since last report.)



<PAGE>


2



Item 5.         Other Events.
                ------------

                On January 30, 2002, The Southern Company ("Southern") and
Southern Company Capital Funding, Inc. ("Funding") entered into an Underwriting
Agreement covering the issue and sale by Funding of $25,000,000 aggregate
principal amount of its Series B Floating Rate Senior Notes due February 1, 2004
(the "Series B Senior Notes") and the guarantee of the Series B Senior Notes by
Southern. The Series B Senior Notes were registered under the Securities Act of
1933, as amended (the "Securities Act"), pursuant to the shelf registration
statement (Registration Statement Nos. 333-65178, 333-65178-01, 333-65178-02 and
333-65178-03) of Southern and Funding.

Item 7.     Financial Statements, Pro Forma Financial Information and Exhibits.
            ------------------------------------------------------------------
            (c) Exhibits.
            1   Underwriting Agreement, dated January 29, 2002, among Southern,
                Funding and Goldman, Sachs & Co., as the Underwriter.

          4.2   Second Supplemental Indenture to Senior Note
                Indenture dated as of February 1, 2002, providing
                for the issuance of the Series B Senior Notes.

         4.9    Form of Series B Senior Note. (included in Exhibit 4.2 above).





<PAGE>



                                    SIGNATURE

                Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

Date:     February 1, 2002             THE SOUTHERN COMPANY



                                         ------------------------------------
                                                      Tommy Chisholm
                                                          Secretary


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>2
<FILENAME>seriesbex1.txt
<DESCRIPTION>UNDERWRITING AGREEMENT
<TEXT>
                                                           EXHIBIT 1


                                   $25,000,000

                     SOUTHERN COMPANY CAPITAL FUNDING, INC.


            Series B Floating Rate Senior Notes due February 1, 2004


                             UNDERWRITING AGREEMENT



                                                            January 30, 2002

Goldman, Sachs & Co.
85 Broad Street
New York, New York  10004

Ladies and Gentlemen:

                  Southern Company Capital Funding, Inc., a Delaware corporation
("SoCo Capital"), and The Southern Company, a Delaware corporation (the
"Company" and, together with SoCo Capital, the "Offerors"), confirm their
agreement (the "Agreement") with you (the "Underwriter") with respect to the
sale by SoCo Capital and the purchase by the Underwriter of $25,000,000
aggregate principal amount of the Series B Floating Rate Senior Notes due
February 1, 2004 (the "Notes"). The Notes will be guaranteed by the Company with
respect to interest and principal, including payments on acceleration,
redemption and otherwise (the "Notes Guarantee") pursuant to the terms of the
Indenture (hereinafter defined). The Notes and the related Notes Guarantee are
referred to herein as the "Securities."

                  The Offerors understand that the Underwriter proposes to make
a public offering of the Notes as soon as the Underwriter deems advisable after
this Agreement has been executed and delivered.

                  The Notes will be issued pursuant to an Indenture, dated as of
February 1, 2002 (the "Base Indenture"), among SoCo Capital, the Company and The
Bank of New York, as trustee (the "Trustee"), and a second supplemental
indenture to the Base Indenture, dated as of February 1, 2002 (the "Supplemental
Indenture," and together with the Base Indenture and any other amendments or
supplements thereto, the "Indenture"), among SoCo Capital, the Company and the
Trustee.
<PAGE>

                  Pursuant to a Calculation Agent Agreement, dated as of
February 1, 2002 (the "Calculation Agent Agreement"), between SoCo Capital and
The Bank of New York, as calculation agent thereunder (the "Calculation Agent"),
SoCo Capital has engaged the Calculation Agent to perform certain services with
respect to the floating interest rate on the Senior Notes.

Section 1.        REPRESENTATIONS AND WARRANTIES.
                  ------------------------------

                  The Offerors jointly and severally represent and warrant to
each Underwriter as follows:

(a) A registration statement on Form S-3 (File Nos. 333-65178, 333-65178-01,
333-65178-02 and 333-65178-03), in respect of the Notes, the Notes Guarantee and
certain other securities ("Registered Securities") has been prepared and filed
in accordance with the provisions of the Securities Act of 1933, as amended (the
"Securities Act"), with the Securities and Exchange Commission (the
"Commission"); such registration statement, as amended, and any post-effective
amendment thereto, each in the form heretofore delivered or to be delivered to
the Underwriter, has been declared effective by the Commission in such form
(except that copies of the registration statement, as amended, and any
post-effective amendment delivered to the Underwriter need not include exhibits
but shall include all documents incorporated by reference therein); and no stop
order suspending the effectiveness of such registration statement has been
issued and no proceeding for that purpose has been initiated or, to the best
knowledge of the Company, threatened by the Commission (any preliminary
prospectus, as supplemented by a preliminary prospectus supplement, included in
such registration statement or filed with the Commission pursuant to Rule 424(a)
of the rules and regulations of the Commission under the Securities Act, being
hereinafter called a "Preliminary Prospectus"); such registration statement, as
it became effective, including the exhibits thereto and all documents
incorporated by reference therein pursuant to Item 12 of Form S-3 at the time
such registration statement became effective, being hereinafter called the
"Registration Statement"; the prospectus relating to the Registered Securities,
in the form in which it was included in the Registration Statement at the time
it became effective, being hereinafter called the "Prospectus"; any reference
herein to any Preliminary Prospectus or the Prospectus shall be deemed to refer
to and include the documents incorporated by reference therein pursuant to Item
12 of Form S-3 under the Securities Act, as of the date of such Preliminary
Prospectus or Prospectus, as the case may be; any reference to any amendment or
supplement to any Preliminary Prospectus or the Prospectus shall be deemed to
refer to and include any documents filed after the date of such Preliminary
Prospectus or Prospectus, as the case may be, under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and incorporated by reference in such
Preliminary Prospectus or Prospectus, as the case may be; any reference to any
amendment to the Registration Statement shall be deemed to refer to and include
any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the
Exchange Act after the effective date of the Registration Statement that is
incorporated by reference in the Registration Statement; and the Prospectus as
amended or supplemented in final form by a prospectus supplement relating to any
of the Registered Securities in the form in which it is filed with the
Commission, pursuant to Rule 424(b) under the Securities Act in accordance with
Section 3(g) hereof, including any documents incorporated by reference therein
as of the date of such filing, being hereinafter called the "Final Supplemented
Prospectus".
<PAGE>


(b) The documents incorporated by reference in the Registration Statement or
Prospectus, when they were filed with the Commission, complied in all material
respects with the applicable provisions of the Exchange Act and the rules and
regulations of the Commission thereunder, and as of such time of filing, when
read together with the Prospectus, none of such documents contained an untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; and any further
documents so filed and incorporated by reference in the Prospectus or any
further amendment or supplement thereto, when such documents are filed with the
Commission, will comply in all material respects with the applicable provisions
of the Exchange Act and the rules and regulations of the Commission thereunder
and, when read together with the Prospectus as it otherwise may be amended or
supplemented, will not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, except that neither SoCo Capital nor the Company makes any
warranty or representation to the Underwriter with respect to: (A) any
statements or omissions made in reliance upon and in conformity with information
furnished in writing to SoCo Capital or the Company by the Underwriter expressly
for use in the Final Supplemented Prospectus; or (B) any information set forth
in the Final Supplemented Prospectus under the caption "Description of the
Series B Senior Notes - Book Entry Only Issuance -- The Depository Trust
Company."

(c) The Registration Statement, the Prospectus and the Final Supplemented
Prospectus comply, in all material respects, in form and substance, with the
applicable provisions of the Securities Act, the Exchange Act, the Trust
Indenture Act of 1939, as amended (the "TIA") and the rules and regulations of
the Commission thereunder and neither the Registration Statement, the
Prospectus, nor the Final Supplemented Prospectus contains an untrue statement
of a material fact or omits to state a material fact required to be stated
therein or necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading; except that
neither the Company nor SoCo Capital makes any warranties or representations
with respect to (A) that part of the Registration Statement which shall
constitute the Statements of Eligibility (Form T-1) (collectively, the "Form
T-1") under the TIA, (B) statements or omissions made in the Registration
Statement, the Prospectus or the Final Supplemented Prospectus in reliance upon
and in conformity with information furnished in writing to SoCo Capital or the
Company by the Underwriter expressly for use therein or (C) any information set
forth in the Final Supplemented Prospectus under the caption "Description of the
Series B Senior Notes - Book-Entry Only Issuance -- The Depository Trust
Company".

(d) With respect to the Registration Statement, the conditions for use of Form
S-3, as set forth in the General Instructions thereof, have been satisfied.
<PAGE>


     (e)  Since the  respective  dates as of which  information  is given in the
Registration  Statement  and  the  Final  Supplemented  Prospectus,   except  as
otherwise  stated  therein,  there has been no  material  adverse  change in the
business, properties or financial condition of the Company.

     (f)  Since the  respective  dates as of which  information  is given in the
Registration  Statement  and  the  Final  Supplemented  Prospectus,   except  as
otherwise stated therein,  there has not been any material adverse change or, to
the best of the Company's  knowledge,  any  development  involving a prospective
material  adverse  change in or affecting the business,  properties or financial
condition of SoCo Capital (it being  understood  that any such change  involving
only the  Company  shall  not  constitute  such a change  with  respect  to SoCo
Capital).

     (g) The Company has been duly  incorporated  and is validly existing and in
good standing as a corporation under the laws of the State of Delaware,  and has
due  corporate  authority  to conduct the business in which it is engaged and to
own and operate the properties  used by it in such  business,  to enter into and
perform its obligations  under this Agreement and the Indenture and to issue and
deliver the Notes Guarantee.

     (h) SoCo Capital has been duly  incorporated and is validly existing and in
good standing as a  corporation  under the laws of the State of Delaware and has
due  corporate   authority  to  conduct  its  business,   as  described  in  the
Registration  Statement  and the  Prospectus,  to  enter  into and  perform  its
obligations under this Agreement and the Indenture and to issue the Notes.

     (i) This Agreement has been duly authorized, executed and delivered by each
of the Offerors.

     (j) The Indenture has been duly  authorized by SoCo Capital and the Company
and, on the Closing  Date,  will have been duly  executed and  delivered by SoCo
Capital and the Company, and, assuming due authorization, execution and delivery
of the  Indenture by the  Trustee,  the  Indenture  will,  on the Closing  Date,
constitute  a valid  and  binding  obligation  of each of SoCo  Capital  and the
Company,  enforceable  against each in accordance with its terms,  except to the
extent that  enforcement  thereof may be limited by (1) bankruptcy,  insolvency,
reorganization,  receivership, liquidation, fraudulent conveyance, moratorium or
other  similar  laws  affecting  creditors'  rights  generally  or  (2)  general
principles  of equity  (regardless  of whether  enforcement  is  considered in a
proceeding at law or in equity) (the "Enforceability Exceptions"); the Indenture
will  conform  in all  material  respects  to all  statements  relating  thereto
contained in the Final  Supplemented  Prospectus;  and on the Closing Date,  the
Indenture will have been duly qualified under the TIA.

     (k) The  issuance and  delivery of the Notes have been duly  authorized  by
SoCo Capital and, on the Closing Date, the Notes will have been duly executed by
SoCo Capital and, when authenticated in the manner provided for in the Indenture
and delivered  against payment  therefor as described in the Final  Supplemented
Prospectus,  will  constitute  valid and  legally  binding  obligations  of SoCo
Capital, enforceable against SoCo Capital in accordance with their terms, except
to the extent  that  enforcement  thereof  may be limited by the  Enforceability
Exceptions,  will be in the form  contemplated  by, and entitled to the benefits
of, the  Indenture and will conform in all material  respects to all  statements
relating thereto in the Final Supplemented Prospectus.
<PAGE>


     (l) The Notes Guarantee has been duly authorized by the Company and, on the
Closing Date,  will have been duly  executed and  delivered by the Company,  and
assuming  due  authorization,  execution  and  delivery of the  Indenture by the
Trustee,  the Notes Guarantee will, on the Closing Date,  constitute a valid and
binding obligation of the Company, enforceable against the Company in accordance
with its terms,  except to the extent enforcement  thereof may be limited by the
Enforceability Exceptions.

     (m) The  Calculation  Agent  Agreement  has been  duly  authorized  by SoCo
Capital and, on the Closing Date,  will have been duly executed and delivered by
SoCo  Capital,  and assuming due  authorization,  execution  and delivery of the
Indenture by the Trustee and the Calculation  Agent Agreement by the Calculation
Agent, the Calculation  Agent Agreement will, on the Closing Date,  constitute a
valid and binding obligation of the Company,  enforceable against the Company in
accordance with its terms,  except to the extent that enforcement thereof may be
limited by the Enforceability Exceptions.

     (n) Neither the Company nor SoCo Capital is and, after giving effect to the
offering  and sale of the Notes,  will be an  "investment  company" or an entity
"controlled"  by an  "investment  company"  within the meaning of the Investment
Company Act of 1940, as amended (the "1940 Act").

     (o)  The  execution,  delivery  and  performance  by the  Offerors  of this
Agreement and the Indenture, by the Company of the Notes Guarantee,  and by SoCo
Capital of the Notes and the Calculation Agent Agreement and the consummation by
the Offerors of the transactions  contemplated herein and therein and compliance
by the Offerors with their respective obligations hereunder and thereunder shall
have been duly  authorized by all necessary  action  (corporate or otherwise) on
the part of the Offerors and do not and will not result in any  violation of the
charter  or  bylaws  of the  Company  or SoCo  Capital  and do not and  will not
conflict  with, or result in a breach of any of the terms or  provisions  of, or
constitute a default under, or result in the creation or imposition of any lien,
charge or encumbrance upon any property or assets of SoCo Capital or the Company
under (A) any contract,  indenture,  mortgage,  loan agreement,  note,  lease or
other agreement or instrument to which SoCo Capital or the Company is a party or
by which either of them may be bound or to which any of their  properties may be
subject   (except  for   conflicts,   breaches  or  defaults  which  would  not,
individually or in the aggregate,  be materially  adverse to SoCo Capital or the
Company  or  materially  adverse  to  the  transactions   contemplated  by  this
Agreement),  or (B) any existing  applicable  law, rule,  regulation,  judgment,
order or  decree  of any  government,  governmental  instrumentality  or  court,
domestic or foreign,  or any regulatory body or  administrative  agency or other
governmental body having  jurisdiction over SoCo Capital or the Company,  or any
of their respective properties.
<PAGE>


     (p)  No  authorization,   approval,  consent  or  order  of  any  court  or
governmental  authority or agency is necessary in  connection  with the issuance
and  sale  of  the  Notes  or the  offering  of the  Notes  or the  transactions
contemplated  in this  Agreement,  except (A) such as may be required  under the
Securities  Act or the  rules  and  regulations  thereunder;  (B) such as may be
required under the Public Utility Holding  Company Act of 1935, as amended;  (C)
the  qualification  of the  Indenture  under  the TIA;  and (D)  such  consents,
approvals,  authorizations,  registrations or  qualifications as may be required
under state securities or Blue Sky laws.

     Section    2.  SALE  AND DELIVERY TO UNDERWRITER;  CLOSING.

     (a) On the basis of the representations and warranties herein contained and
subject to the terms and  conditions  herein set forth,  SoCo Capital  agrees to
sell to the  Underwriter  and the  Underwriter  agrees  to  purchase  from  SoCo
Capital,  $25,000,000  aggregate  principal  amount of Notes at a price equal to
100% of the principal amount thereof.

     (b) Payment of the purchase  price for, and delivery of  certificates  for,
the Notes shall be made at the offices of Troutman  Sanders,  LLP, 600 Peachtree
Street, N.E., Atlanta, Georgia at 10:00 A.M., New York time, on February 1, 2002
or such other time,  place or date as shall be agreed  upon by the  Underwriter,
SoCo Capital and the Company  (such time and date of payment and delivery  being
herein called the "Closing  Date").  Payment  shall be made to SoCo Capital,  by
wire  transfer in federal  funds at the Closing  Date,  against  delivery to the
Underwriter of  certificates  for the Notes to be purchased by it.  Certificates
for the Notes shall be in such denominations and registered in such names as the
Underwriter may request in writing at least two business days before the Closing
Date.  The  delivery  of the  Notes  shall  be made in  fully  registered  form,
registered  in the name of CEDE & CO.,  to the offices of The  Depository  Trust
Company in New York, New York or its designee,  and the Underwriter shall accept
such delivery.

     (c) The certificate(s) for the Notes will be made available for examination
and packaging by the  Underwriter  not later than 12:00 Noon,  New York time, on
the last business day prior to the Closing Date.

     Section 3. COVENANTS OF THE OFFERORS.

                  Each of the Offerors jointly and severally covenants with the
Underwriter as follows:

     (a) The  Offerors,  on or prior to the Closing  Date,  will  deliver to the
Underwriter  conformed copies of the Registration  Statement as originally filed
and of all  amendments  thereto,  heretofore  or hereafter  made,  including any
post-effective  amendment (in each case including all exhibits filed  therewith,
and including  unsigned copies of each consent and certificate  included therein
or filed as an exhibit  thereto,  except  exhibits  incorporated  by  reference,
<PAGE>

unless  specifically  requested).  As soon as the Company is advised thereof, it
will advise the  Underwriter  orally of the issuance of any stop order under the
Securities Act with respect to the Registration Statement, or the institution of
any proceedings  therefor,  of which the Company shall have received notice, and
will use its best  efforts to prevent the issuance of any such stop order and to
secure the prompt removal thereof,  if issued.  The Offerors will deliver to the
Underwriter  sufficient  conformed  copies of the  Registration  Statement,  the
Prospectus  and the Final  Supplemented  Prospectus and of all  supplements  and
amendments  thereto (in each case without  exhibits)  and, from time to time, as
many  copies of the  Prospectus  and the Final  Supplemented  Prospectus  as the
Underwriter  may  reasonably  request  for  the  purposes  contemplated  by  the
Securities Act or the Exchange Act.

     (b) The Offerors will furnish the Underwriter with copies of each amendment
and supplement to the Prospectus and the Final Supplemented  Prospectus relating
to the offering of the Notes in such quantities as the Underwriter may from time
to time  reasonably  request.  If, during the period (not exceeding nine months)
when the delivery of a prospectus  shall be required by law in  connection  with
the sale of any Notes by an  Underwriter  or dealer,  any event  relating  to or
affecting  the Company,  or of which the Company  shall be advised in writing by
the  Underwriter,  shall  occur,  which  in the  opinion  of the  Company  or of
Underwriter's  counsel should be set forth in a supplement to or an amendment of
the  Final  Supplemented  Prospectus  in order to make  the  Final  Supplemented
Prospectus  not  misleading  in  the  light  of  the  circumstances  when  it is
delivered,  or if for any other reason it shall be necessary  during such period
to amend or supplement  the Final  Supplemented  Prospectus or to file under the
Exchange Act any document  incorporated  by reference in the Final  Supplemented
Prospectus in order to comply with the  Securities  Act or the Exchange Act, the
Company  forthwith will (i) notify the  Underwriter to suspend  solicitation  of
purchases of the Notes and (ii) at its expense,  make any such filing or prepare
and furnish to the Underwriter a reasonable  number of copies of a supplement or
supplements or an amendment or amendments to the Final  Supplemented  Prospectus
which will  supplement  or amend the Final  Supplemented  Prospectus so that, as
supplemented or amended,  it will not contain any untrue statement of a material
fact  or omit to  state  any  material  fact  necessary  in  order  to make  the
statements   therein,   in  the  light  of  the  circumstances  when  the  Final
Supplemented  Prospectus is delivered,  not  misleading or which will effect any
other  necessary  compliance.  In case the  Underwriter is required to deliver a
prospectus in connection  with the sale of any Notes after the expiration of the
period specified in the preceding sentence, the Company, upon the request of the
Underwriter, will furnish to the Underwriter, at the expense of the Underwriter,
a reasonable quantity of a supplemented or amended prospectus, or supplements or
amendments to the Final Supplemented Prospectus, complying with Section 10(a) of
the Securities Act.  During the period  specified in the second sentence of this
subsection, the Company will continue to prepare and file with the Commission on
a timely basis all documents or amendments  required  under the Exchange Act and
the rules and regulations thereunder;  provided, that the Company shall not file
such  documents or amendments  without also  furnishing  copies thereof prior to
such filing to the Underwriter and Dewey Ballantine LLP.
<PAGE>


     (c) The Offerors will endeavor,  in cooperation  with the  Underwriter,  to
qualify the Notes and, to the extent required or advisable, the Notes Guarantee,
for offering and sale under the  applicable  securities  laws of such states and
the other  jurisdictions  of the United States as the Underwriter may designate;
provided, however, that neither of the Offerors shall be obligated to qualify as
a foreign  corporation in any jurisdiction in which it is not so qualified or to
file a consent to service of process or to file annual reports or to comply with
any other  requirements  in  connection  with such  qualification  deemed by the
Company to be unduly burdensome.

     (d) The Company will make  generally  available to its security  holders as
soon as  practicable  but not later  than 45 days  after the close of the period
covered  thereby,  an earnings  statement of the Company (in form complying with
the  provisions of Rule 158 of the rules and  regulations  under the  Securities
Act) covering a  twelve-month  period  beginning not later than the first day of
the Company's  fiscal quarter next following the "effective date" (as defined in
Rule 158) of the Registration Statement.

     (e)  During a period  of 15 days from the date of this  Agreement,  neither
SoCo  Capital nor the Company  will,  without the  Underwriter's  prior  written
consent,  directly or indirectly,  sell, offer to sell, grant any option for the
sale of, or otherwise  dispose of, any Notes,  any security  convertible into or
exchangeable   into  or  exercisable  for  the  Notes  or  any  debt  securities
substantially similar to the Notes (except for the Notes issued pursuant to this
Agreement and the Series A 5.30% Senior Notes due February 1, 2007).

     (f) As soon as  practicable  after the date of this  Agreement,  and in any
event  within the time  prescribed  by Rule 424 under the  Securities  Act,  the
Company will file the Final Supplemented Prospectus with the Commission and will
advise the Underwriter of such filing and will confirm such advice in writing.

     Section 4. PAYMENT OF EXPENSES.

                  The Company will pay all expenses incident to the performance
of each Offeror's obligations under this Agreement, including, but not limited
to, the expenses of (i) the printing and filing of the Registration Statement as
originally filed and of each amendment thereto, (ii) the preparation, issuance
and delivery of the certificate(s) for the Notes to the Underwriter, (iii) the
fees and disbursements of the Company's and SoCo Capital's counsel and
accountants, (iv) the qualification of the Notes, and to the extent required or
advisable, the Notes Guarantee, under securities laws in accordance with the
provisions of Section 3(c) hereof, including filing fees and the reasonable fees
and disbursements of counsel for the Underwriter in connection therewith and in
connection with the preparation of any blue sky survey (such fees and
disbursements of counsel shall not exceed $3,500), (v) the printing and delivery
to the Underwriter of copies of the Registration Statement as originally filed
and of each amendment thereto and of the Final Supplemented Prospectus and any
amendments or supplements thereto, (vi) the printing and delivery to the
Underwriter of copies of any blue sky survey, (vii) the fee of the National
Association of Securities Dealers, Inc. in connection with its review of the
offering contemplated by this Agreement, if applicable, (viii) the fees and
expenses of the Trustee and the Calculation Agent, including the fees and
disbursements of counsel for the Trustee and the Calculation Agent in connection
with the Calculation Agent Agreement, the Indenture and the Notes, (ix) any fees
payable in connection with the rating of the Notes, (x) the cost and charges of
any transfer agent or registrar and (xi) the cost of qualifying the Notes with
the Depository Trust Company.
<PAGE>


                  Pursuant to the terms of the letter agreement, dated as of
January 30, 2002, between the Underwriter and the Company, the Underwriter shall
reimburse the Company for certain of the expenses described above in this
Section 4 incurred by the Company in connection with the offering of the Notes.

                  Except as otherwise provided in Section 9 hereof, the
Underwriter shall pay all the expenses incurred by them in connection with their
offering of the Notes, including fees and disbursements of their counsel, Dewey
Ballantine LLP.

     Section     5.      CONDITIONS  OF  UNDERWRITER'S  OBLIGATIONS.

                  The obligations of the Underwriter to purchase and pay for the
Notes are subject to the following conditions:

     (a)  No  stop  order  suspending  the  effectiveness  of  the  Registration
Statement  shall be in effect on the Closing  Date and no  proceedings  for that
purpose shall be pending before,  or to the knowledge of the Company  threatened
by, the Commission on such date. If filing of the Final Supplemented Prospectus,
or any  supplement  thereto,  is  required  pursuant  to  Rule  424,  the  Final
Supplemented Prospectus,  and any such supplement,  shall have been filed in the
manner and within the time period required by Rule 424.

     (b)  Orders of the  Commission  permitting  the  transactions  contemplated
hereby substantially in accordance with the terms and conditions hereof shall be
in full force and effect and shall  contain  no  provision  unacceptable  to the
Underwriter  or the  Company  (but  all  provisions  of  such  order  or  orders
heretofore  entered,  copies of which  have  heretofore  been  delivered  to the
Underwriter,  are deemed  acceptable to the  Underwriter and the Company and all
provisions of such order or orders hereafter  entered shall be deemed acceptable
to the Underwriter and the Company unless within 24 hours after receiving a copy
of any such order any party to this  Agreement  shall  give  notice to the other
parties to the effect that such order contains an unacceptable provision).

     (c) On the Closing Date the Underwriter shall have received:

     (1) The opinion,  dated the Closing Date, of Troutman  Sanders LLP, counsel
for the Company, substantially in the form attached hereto as Schedule
         I.

     (2) The opinion, dated the Closing Date, of Pillsbury Winthrop LLP, counsel
to the Trustee and the  Calculation  Agent,  substantially  in the form attached
hereto as Schedule II.
<PAGE>


     (3)  The  favorable  opinion,  dated  as of  the  Closing  Date,  of  Dewey
Ballantine LLP, counsel for the Underwriter,  substantially in the form attached
hereto as Schedule III.

     (4) At the Closing Date,  there shall not have been,  since the  respective
dates as of which  information  is given in the  Registration  Statement and the
Final  Supplemented  Prospectus,  any material  adverse  change in the business,
properties or financial condition of the Offerors, whether or not arising in the
ordinary  course  of  business,  and  the  Underwriter  shall  have  received  a
certificate of the Chairman of the Board, the President or any Vice President of
the Company and SoCo  Capital,  and dated as of the Closing  Date, to the effect
that  (i)  there  has  been  no  such   material   adverse   change,   (ii)  the
representations and warranties in Section 1 hereof are true and correct with the
same force and effect as though  expressly  made at and as of the Closing  Date,
(iii)  the  Offerors  have  complied  with  all  agreements  and  satisfied  all
conditions on their respective parts to be performed or satisfied on or prior to
the Closing Date,  and (iv) no stop order  suspending the  effectiveness  of the
Registration  Statement has been issued and no proceedings for that purpose have
been  initiated  or,  to  the  knowledge  of  the  Company,  threatened  by  the
Commission.

     (5) On the Closing Date,  the  Underwriter  shall have received from Arthur
Andersen LLP a letter  dated the Closing  Date to the effect that:  (A) they are
independent public accountants with respect to the Company within the meaning of
the Securities Act and the rules and  regulations  under the Securities Act; (B)
in their opinion,  the financial  statements audited by them and incorporated by
reference in the Final Supplemented Prospectus comply as to form in all material
respects with the applicable accounting requirements of the Exchange Act and the
rules and  regulations  under the Exchange  Act; and (C) on the basis of certain
limited  procedures  performed  through  a  specified  date not more  than  five
business  days prior to the date of such  letter,  namely (i) reading the minute
books of the Company;  (ii) performing the procedures  specified by the American
Institute  of Certified  Public  Accountants  ("AICPA")  for a review of interim
financial  information  as described in Statement on Auditing  Standards No. 71,
"Interim Financial Information",  on the unaudited financial statements, if any,
of the Company  incorporated  in the Final  Supplemented  Prospectus  and of the
latest available unaudited financial  statements of the Company, if any, for any
<PAGE>

calendar  quarter  subsequent  to the date of those  incorporated  in the  Final
Supplemented Prospectus;  and (iii) making inquiries of certain officials of the
Company who have  responsibility  for financial and accounting matters regarding
such unaudited  financial  statements or any specified unaudited amounts derived
therefrom (it being  understood that the foregoing  procedures do not constitute
an audit performed in accordance with generally  accepted auditing standards and
they would not necessarily  reveal matters of  significance  with respect to the
comments made in such letter,  and accordingly  that Arthur Andersen LLP make no
representations  as to the sufficiency of such procedures for the  Underwriter's
purposes), nothing came to their attention that caused them to believe that: (1)
any material  modifications  should be made to the unaudited condensed financial
statements, if any, incorporated in the Final Supplemented Prospectus,  for them
to be in conformity  with generally  accepted  accounting  principles;  (2) such
unaudited  condensed  financial  statements  do not  comply  as to  form  in all
material  respects with the applicable  accounting  requirements of the Exchange
Act as it applies to Form 10-Q and the related  published  rules and regulations
thereunder;  (3) the  unaudited  amounts of Operating  Revenues,  Earnings  From
Continuing Operations Before Interest and Income Taxes, Earnings From Continuing
Operations  Before  Cumulative  Effect of Accounting Change and Consolidated Net
Income and the  unaudited  Ratios of Earnings to Fixed  Charges and  Earnings to
Fixed Charges Plus Preferred  Dividend  Requirements  (Pre-Income Tax Basis) set
forth in the Final  Supplemented  Prospectus  do not agree with the  amounts set
forth in or derived from the unaudited financial  statements for the same period
or were not  determined  on a basis  substantially  consistent  with that of the
corresponding audited amounts or ratios included or incorporated by reference in
Registration  Statement;  (4) as of a specified date not more than five business
days prior to the date of delivery of such letter,  there has been any change in
the capital stock or long-term debt of the Company or any decrease in net assets
as compared with amounts shown in the latest audited balance sheet  incorporated
in the  Final  Supplemented  Prospectus,  except  in each  case for  changes  or
decreases which (i) the Final Supplemented Prospectus discloses have occurred or
may occur,  (ii) are  occasioned  by the  declaration  of  dividends,  (iii) are
occasioned  by   draw-downs   under   existing   pollution   control   financing
arrangements, (iv) are occasioned by draw-downs and regularly scheduled payments
of  capitalized  lease  obligations,  (v)  are  occasioned  by the  purchase  or
redemption  of debt  securities  or  stock  to  satisfy  mandatory  or  optional
redemption  provisions  relating thereto,  or (vi) are disclosed in such letter,
and except for any change in long-term debt of a subsidiary of the Company which
does not exceed  $20,000,000,  unless the aggregate of all such changes  exceeds
$200,000,000, in which case this exception does not apply; and (5) the unaudited
amounts of  Operating  Revenues,  Earnings  From  Continuing  Operations  Before
Interest and Income Taxes, Earnings From Continuing Operations Before Cumulative
Effect of Accounting Change and Consolidated Net Income and the unaudited Ratios
of  Earnings to Fixed  Charges and  Earnings  to Fixed  Charges  Plus  Preferred
Dividend Requirements (Pre-Income Tax Basis) for any calendar quarter subsequent
to those set forth in (3) above,  which if available  shall be set forth in such
letter, do not agree with the amounts set forth in or derived from the unaudited
financial  statements  for the same  period  or were not  determined  on a basis
substantially  consistent  with that of the  corresponding  audited  amounts  or
ratios  included  or  incorporated  by  reference  in  the  Final   Supplemented
Prospectus.

     (6) On the Closing Date, Dewey Ballantine LLP, counsel for the Underwriter,
shall  have  been  furnished  with  such  documents  and  opinions  as they  may
reasonably  require for the purpose of enabling  them to pass upon the  issuance
and sale of the Notes as herein  contemplated  and  related  proceedings,  or in
order to evidence the accuracy of any of the  representations or warranties,  or
the fulfillment of any of the conditions,  herein contained; and all proceedings
taken by the Offerors,  in connection with the issuance and sale of the Notes as
herein  contemplated  shall  be  satisfactory  in  form  and  substance  to  the
Underwriter and Dewey Ballantine LLP, counsel for the Underwriter.
<PAGE>

     (7) That no amendment or  supplement  to the  Registration  Statement,  the
Prospectus or the Final Supplemented  Prospectus filed subsequent to the date of
this Agreement  (including any filing made by the Company pursuant to Section 13
or 14 of the Exchange Act) shall be  unsatisfactory  in form to Dewey Ballantine
LLP or shall  contain  information  (other than with  respect to an amendment or
supplement  relating  solely to the activity of the  Underwriter)  which, in the
reasonable   judgment  of  the   Underwriter,   shall   materially   impair  the
marketability of the Notes.

     (8) The Offerors shall have performed their respective obligations when and
as provided under this Agreement.

     If any condition  specified in this Section  shall not have been  fulfilled
when and as required to be  fulfilled,  this  Agreement may be terminated by the
Underwriter by notice to the Offerors at any time prior to the Closing Date, and
such  termination  shall be without  liability  of any party to any other  party
except as provided in Sections 4, 7 and 9(b) hereof.

     Section   6.    CONDITIONS   OF   THE    OBLIGATIONS   OF   THE   OFFERORS.

     The  obligations  of the Offerors  shall be subject to the  conditions  set
forth in the first  sentence of Section 5(a) and in Section  5(b).  In case such
conditions  shall not have been  fulfilled,  this Agreement may be terminated by
the Company by mailing or delivering  written notice thereof to the Underwriter.
Any such termination  shall be without liability of any party to any other party
except as otherwise provided in Sections 4, 7 and 9(b) hereof.

     Section 7. INDEMNIFICATION.

     (a) The Offerors jointly and severally agree to indemnify and hold harmless
the Underwriter and each person, if any, who controls the Underwriter within the
meaning of Section 15 of the  Securities  Act or Section  20(a) of the Exchange
Act,  against  any and all  losses,  claims,  damages or  liabilities, joint or
several,  to which they or any of them may become  subject under the  Securities
Act,  Exchange Act or  otherwise,  and to  reimburse  the  Underwriter and such
controlling person or persons,  if any, for any legal or other expenses incurred
by them in  connection  with  defending  any  actions,  insofar as such losses,
claims,  damages,  liabilities  or  actions  arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in any
Preliminary Prospectus,  the Registration Statement, the Prospectus or the Final
<PAGE>

Supplemented  Prospectus,  if the Offerors shall furnish to the  Underwriter any
amendments or any  supplements  thereto,  or shall make any filings pursuant to
Section  13 or 14  of  the  Exchange  Act  which  are  incorporated  therein by
reference,  in the  Registration  Statement,  the  Preliminary Prospectus, the
Prospectus or the Final  Supplemented  Prospectus as so amended or supplemented,
or arise out of or are based  upon any  omission  or alleged  omission to state
therein  a  material  fact or  necessary  to make  the  statements  therein not
misleading,  except  insofar as such losses,  claims,  damages,  liabilities or
actions  arise out of or are based  upon any such  untrue  statement or alleged
untrue  statement  or  omission  or  alleged  omission  which  was  made in such
Registration  Statement,   Preliminary  Prospectus,   Prospectus  or  the Final
Supplemented  Prospectus  in reliance upon and in  conformity  with information
furnished  in writing to the  Company  by, or through  the  Underwriter for use
therein  and  except  that  this  indemnity  with  respect  to  the Preliminary
Prospectus, the Prospectus or the Final Supplemented Prospectus, if the Offerors
shall have furnished any amendment or supplement thereto, shall not inure to the
benefit of the  Underwriter (or of any person  controlling  the Underwriter) on
account of any losses, claims, damages,  liabilities or actions arising from the
sale of the Notes to any  person if a copy of the  Preliminary Prospectus,  the
Prospectus  or  the  Final  Supplemented   Prospectus  (exclusive  of documents
incorporated  therein  by  reference),  as the  same  may  then  be  amended or
supplemented,  shall  not  have  been  sent or  given  by or on  behalf  of such
Underwriter to such person with or prior to the written confirmation of the sale
involved  and the untrue  statement or alleged  untrue  statement or omission or
alleged omission was corrected in the Preliminary Prospectus,  the Prospectus or
the Final Supplemented Prospectus as supplemented or amended at the time of such
confirmation. The Underwriter agrees, within ten days after the receipt by it of
notice of the  commencement  of any action in respect of which  indemnity may be
sought by it, or by any person  controlling  it, from the Offerors on account of
its agreement  contained in this Section 7, to notify the Offerors in writing of
the  commencement  thereof but the omission of the  Underwriter so to notify the
Offerors of any such action  shall not release the Offerors  from any  liability
which it may have to the  Underwriter or to such  controlling  person  otherwise
than on account of the indemnity  agreement contained in this Section 7. In case
any such  action  shall be brought  against the  Underwriter  or any such person
controlling the Underwriter and the Underwriter shall notify the Offerors of the
commencement  thereof as above  provided,  the  Offerors  shall be  entitled  to
participate in (and, to the extent that they shall wish, including the selection
of counsel,  to direct) the defense thereof,  at their own expense.  In case the
Offerors elect to direct such defense and select such counsel,  the  Underwriter
or  controlling  person shall have the right to employ its own counsel,  but, in
any such case,  the fees and expenses of such counsel shall be at the expense of
the Underwriter or controlling  person unless the employment of such counsel has
been  authorized in writing by the Offerors in connection  with  defending  such
action.  No  indemnifying  party  shall,  without  the  written  consent  of the
indemnified  party,  effect the  settlement or compromise  of, or consent to the
entry of any judgment with respect to, any pending or threatened action or claim
in respect of which  indemnification may be sought hereunder (whether or not the
indemnified  party is an  actual  or  potential  party to such  action or claim)
unless such  settlement,  compromise  or judgment (i) includes an  unconditional
release of the indemnified  party from all liability  arising out of such action
or claim and (ii) does not  include any  statement  as to, or an  admission  of,
fault,  culpability  or a failure  to act,  by or on  behalf of any  indemnified
party.  In  no  event  shall  any  indemnifying  party  have  any  liability  or
responsibility  in respect of the settlement or compromise of, or consent to the
entry of any judgment with respect to, any pending or threatened action or claim
effected without its prior written consent.

     (b) The  Underwriter  agrees,  to indemnify  and hold harmless the Company,
SoCo Capital,  their  directors  and such of their  officers who have signed the
Registration  Statement,  and each  person,  if any,  who  controls the Offerors
within the meaning of Section 15 of the  Securities  Act or Section 20(a) of the
Exchange  Act to the  same  extent  and upon  the  same  terms as the  indemnity
agreement  of the  Offerors  set forth in  Section  7(a)  hereof,  but only with
respect to alleged  untrue  statements  or  omissions  made in the  Registration
Statement, the Preliminary Prospectus,  the Prospectus or the Final Supplemented
Prospectus,  or such documents as amended or supplemented,  in reliance upon and
in  conformity  with  information  furnished  in writing to the  Offerors by, or
through the Underwriter for use therein.

     Section 8. REPRESENTATIONS,  WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY.

                  All representations, warranties and agreements contained in
this Agreement, or contained in certificates of officers of the Offerors
submitted pursuant hereto, shall remain operative and in full force and effect,
regardless of any investigation made by or on behalf of the Underwriter or
controlling person, or by, or on behalf of the Offerors and shall survive
delivery of the Notes to the Underwriter.

     Section 9. TERMINATION OF AGREEMENT.

     (a)  The  Underwriter  may  terminate  this  Agreement,  by  notice  to the
Offerors,  at any  time  at or  prior  to the  Closing  Date if (i)  trading  in
securities on the New York Stock Exchange  shall have been generally  suspended,
(ii) minimum or maximum ranges for prices shall have been generally  established
on the New York  Stock  Exchange  by the  Commission  or by the New  York  Stock
Exchange, (iii) a general banking moratorium shall have been declared by federal
or New York State  authorities,  (iv) there shall have  occurred any outbreak or
escalation  of major  hostilities  in which the United  States is involved,  any
declaration  of war by the  United  States  Congress  or any  other  substantial
national or international  calamity or emergency affecting the United States, in
any such case  provided for in clauses (i) through (iv) with the result that, in
the reasonable  judgement of the  Underwriter,  the  marketability  of the Notes
shall have been materially impaired.

     (b) If this Agreement  shall be terminated by the  Underwriter  pursuant to
subsection  (a) above or  because  of any  failure or refusal on the part of the
Offerors to comply with the terms or to fulfill  any of the  conditions  of this
Agreement,  or if for any reason the Offerors  shall be unable to perform  their
obligations  under this  Agreement,  then in any such  case,  the  Company  will
reimburse the  Underwriter for the reasonable  fees and  disbursements  of Dewey
Ballantine LLP and for the out of pocket  expenses (in an amount not exceeding a
total of $10,000)  reasonably incurred by the Underwriter in making preparations
for the purchase,  sale and delivery of the Notes and, upon such  reimbursement,
the Offerors shall be absolved from any further liability  hereunder,  except as
provided in Sections 4 and 7.
<PAGE>

          Section 10. NOTICES.

          All notices and other communications hereunder shall be in writing and
     shall be deemed to have been  duly  given if mailed or  transmitted  by any
     standard form of  telecommunication.  Notices to the  Underwriter  shall be
     directed  to  Goldman,  Sachs & Co., 85 Broad  Street,  New York,  New York
     10004, Attention: Don Hansen,  Registration;  notices to the Offerors shall
     be directed to the Company or SoCo Capital c/o:  Southern Company Services,
     Inc.,  270  Peachtree  Street  N.W.,  Atlanta,  Georgia  30303,  Attention:
     Christopher J. Kysar.

          Section 11. PARTIES.


                  This Agreement shall inure to the benefit of and be binding
upon the Underwriter, SoCo Capital, the Company and their respective successors.
Nothing expressed or mentioned in this Agreement is intended or shall be
construed to give any person, firm or corporation, other than the Underwriter,
SoCo Capital and the Company and their respective successors and the controlling
persons and officers and directors referred to in Section 7 and their heirs and
legal representatives, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision herein contained. This Agreement and
all conditions and provisions hereof are intended to be for the sole and
exclusive benefit of the Underwriter, SoCo Capital and the Company and their
respective successors, and said controlling persons and officers, directors and
trustees and their heirs and legal representatives, and for the benefit of no
other person, firm or corporation. No purchaser of Notes from the Underwriter
shall be deemed to be a successor by reason merely of such purchase.

          Section 12. GOVERNING LAW AND TIME.

                  This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be performed in said State. Except as otherwise set forth herein,
specified times of day refer to New York City time.

          Section 13. COUNTERPARTS.

                  This Agreement may be executed by any one or more of the
parties hereto in any number of counterparts, each of which shall be deemed to
be an original, but all such respective counterparts shall together constitute
one and the same instrument.



<PAGE>



                  If the foregoing is in accordance with your understanding of
our agreement, please sign and return to SoCo Capital and the Company a
counterpart hereof, whereupon this instrument, along with all counterparts, will
become a binding agreement between the Underwriter, SoCo Capital and the Company
in accordance with its terms.

                 Very truly yours,

     T           THE SOUTHERN COMPANY


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


                   SOUTHERN COMPANY CAPITAL
                   FUNDING, INC.


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





CONFIRMED AND ACCEPTED,
as of the date first above written

GOLDMAN, SACHS & CO.


By:
   -----------------------------------------
          (Goldman, Sachs & Co.)




<PAGE>


                                                             Schedule I


                                       [Letterhead of TROUTMAN SANDERS LLP]


                                                              ________ __,2002


Goldman, Sachs & Co.
85 Broad Street
New York, New York  10004


                     SOUTHERN COMPANY CAPITAL FUNDING, INC.
                  SERIES B FLOATING RATE SENIOR NOTES DUE ____

Ladies and Gentlemen:

                  We have acted as counsel to The Southern Company (the
"Company") in connection with (i) the issuance and sale by Southern Company
Capital Funding, Inc. ("SoCo Capital") of $25,000,000 aggregate principal amount
of its Series B Floating Rate Senior Notes due _____ (the "Notes") pursuant to
an Indenture dated as of __________, among SoCo Capital, the Company and The
Bank of New York, as trustee, as supplemented by the Second Supplemental
Indenture dated as of __________ __, 2002 (collectively, the "Indenture"); and
(ii) its issuance of a guarantee (the "Notes Guarantee") of the Notes pursuant
to the terms of the Indenture. The Notes are being sold to you today pursuant to
the terms of a Underwriting Agreement dated __________, 2002 (the "Underwriting
Agreement"), among the Company and SoCo Capital and you, as the underwriter (the
"Underwriter"). Pursuant to a Calculation Agent Agreement, dated as of February
__, 2002 (the "Calculation Agent Agreement"), between SoCo Capital and The Bank
of New York, as calculation agent thereunder (the "Calculation Agent"), SoCo
Capital has engaged the Calculation Agent to perform certain services with
respect to the floating interest rate on the Notes. This opinion is being
delivered to you pursuant to Section 5(c)(1) of the Underwriting Agreement.

                  All capitalized terms not otherwise defined herein shall have
the meanings set forth in the Underwriting Agreement.

                  In rendering the opinions expressed below, we have examined
the Registration Statement on Form S-3 (Nos. 333-65178, 333-65178-01,
333-65178-02 and 333-65178-03) pertaining to the Notes (the "Registration
Statement") filed under the Securities Act of 1933, as amended (the "Act") and
the prospectus dated ___________, 2001, as supplemented by a prospectus
supplement dated __________, 2002 (the "Prospectus"), which pursuant to Form S-3
incorporates by reference the Annual Report on Form 10-K of the Company for the
fiscal year ended December 31, 2000, the Quarterly Reports on Form 10-Q of the
Company for the quarters ended ________________________ and the Current Reports
on Form 8-K of the Company dated _______________ (the "Exchange Act Documents"),
each as filed under the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
<PAGE>


                  In addition, we have examined, and have relied as to matters
of fact upon, the documents delivered to you at the closing (except the
certificates representing the Notes, of which we have examined specimens), and
we have made such other and further investigations as we deemed necessary to
express the opinions hereinafter set forth. In such examination, we have assumed
the genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photostatic
copies, and the authenticity of the originals of such latter documents.

                  Based upon the foregoing, and subject to the qualifications
and limitations stated herein, we are of the opinion, relying as to matters of
New York law upon the opinion dated the date hereof rendered to you by Dewey
Ballantine LLP, that:

                  1. The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State of
Delaware and has due corporate authority to conduct the business in which it is
engaged, to own and operate the properties used by it in such business and to
enter into and perform its obligations under the Indenture and the Underwriting
Agreement.

                  2. SoCo Capital has been duly incorporated and is validly
existing and in good standing as a corporation under the laws of the State of
Delaware and has due corporate authority to conduct the business, as described
in the Prospectus, to enter into and perform its obligations under the
Underwriting Agreement, the Calculation Agent Agreement and the Indenture and to
issue the Notes.

                  3. The execution, delivery and performance by the Offerors of
the Underwriting Agreement have been duly authorized by all necessary corporate
action, and the Underwriting Agreement has been duly executed and delivered by
the Offerors.

                  4. All orders, consents or other authorizations or approvals
of the Commission legally required for the issuance and delivery of the Notes
and the Notes Guarantee have been obtained; such orders are sufficient for the
issuance and delivery of the Notes and the Notes Guarantee; the issuance and
delivery of the Notes and the Notes Guarantee conform in all material respects
with the terms of such orders; and no other order, consent or other
authorization or approval of any United States federal governmental body (other
than in connection or in compliance with the provisions of the securities or
"blue sky" laws of any jurisdiction, as to which we express no opinion) is
legally required for the issuance and delivery of the Notes and the Notes
Guarantee in accordance with the terms of the Underwriting Agreement.

                  5. Each of the Calculation Agent Agreement and the Indenture
has been duly authorized, executed and delivered by SoCo Capital and, assuming
the due authorization, execution and delivery thereof by the Calculation Agent
and the Trustee, respectively, constitutes a valid and legally binding
instrument of SoCo Capital, enforceable against SoCo Capital in accordance with
<PAGE>

its terms, subject to the qualifications that the enforceability of SoCo
Capital's obligations thereunder may be limited by bankruptcy, insolvency,
reorganization, moratorium and other similar laws relating to or affecting
creditors' rights generally and by general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law);
and each of the Indenture and the Notes Guarantee conforms as to legal matters
in all material respects to the description thereof in the Prospectus.

                  6. The Notes have been duly authorized and executed by SoCo
Capital and, when authenticated by the Trustee in the manner provided in the
Indenture and delivered against payment therefor, will constitute valid and
binding obligations of SoCo Capital, enforceable against SoCo Capital in
accordance with their terms, subject to the qualifications that the
enforceability of SoCo Capital's obligations under the Notes may be limited by
bankruptcy, insolvency, reorganization, moratorium and other similar laws
relating to or affecting creditors' rights generally and by general principles
of equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law); and the Notes conform as to legal matters in
all material respects to the description thereof in the Prospectus.

                  7. Each of the Indenture and the Notes Guarantee has been duly
authorized, executed and delivered by the Company and constitutes a valid and
legally binding instrument of the Company, enforceable against the Company in
accordance with its terms, subject to the qualifications that the enforceability
of the Company's obligations under the Indenture and the Notes Guarantee may be
limited by bankruptcy, insolvency, reorganization, moratorium and other similar
laws relating to or affecting creditors' rights generally and by general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).

                  8.     The Indenture has been duly qualified under the Trust
Indenture Act of 1939, as amended.

                  9. The execution, delivery and performance by the Company of
the Indenture and the performance by the Company of the Notes Guarantee do not
and will not result in any violation of the Certificate of Incorporation or the
By-Laws of the Company, and do not and will not conflict with, or result in a
breach of any of the terms or provisions of, or constitute a default under, or
result in the creation or imposition of any lien, charge or encumbrance upon any
property or assets of the Company under (A) any contract, indenture, mortgage,
loan agreement, note, lease or any other agreement or instrument known to us to
which the Company is a party or by which it may be bound or to which any of its
properties may be subject (except for such conflicts, breaches or defaults or
liens, charges or encumbrances that would not have a material adverse effect on
the condition (financial or otherwise) of the Company), (B) any existing
applicable law, rule or regulation applicable to the Company (other than the
securities or blue sky laws of any jurisdiction, as to which we express no
opinion) or (C) any judgment, order or decree known to us of any government,
governmental instrumentality, or court, domestic or foreign, or any regulatory
body or administrative agency or other governmental body having jurisdiction
over the Company.
<PAGE>


                  10. Neither the Company nor SoCo Capital is and, after giving
effect to the offering and sale of the Notes, will be an "investment company" or
a company "controlled" by an "investment company" within the meaning of the
Investment Company Act of 1940, as amended.

                  We have not independently verified the accuracy, completeness
or fairness of the statements made or included in the Registration Statement,
the Prospectus or the Exchange Act Documents and take no responsibility
therefor, except as and to the extent set forth in paragraphs 5, 6 and 7 above.
In the course of the preparation by the Company of the Registration Statement,
the Prospectus and the Exchange Act Documents, we participated in conferences
with certain officers and employees of the Company, with representatives of
Arthur Andersen LLP and with your counsel. Based upon our examination of the
Registration Statement, the Prospectus and the Exchange Act Documents, our
investigations made in connection with the preparation of the Registration
Statement, the Prospectus and the Exchange Act Documents and our participation
in the conferences referred to above, (i) we are of the opinion that the
Registration Statement, as of its effective date, and the Prospectus, as of
___________, ____, complied as to form in all material respects with the
requirements of the Act and the applicable rules and regulations of the
Commission thereunder and that the Exchange Act Documents, as of their
respective dates of filing with the Commission, complied as to form in all
material respects with the relevant requirements of the Exchange Act and the
applicable rules and regulations of the Commission thereunder, except that in
each case we express no opinion as to the financial statements or other
financial or statistical data contained or incorporated by reference in the
Registration Statement, the Prospectus or the Exchange Act Documents, and (ii)
nothing came to our attention which gives us reason to believe that the
Registration Statement, as of its effective date (including the Exchange Act
Documents on file with the Commission as of such date), contained any untrue
statement of a material fact or omitted to state any material fact required to
be stated therein or necessary in order to make the statements therein not
misleading, or that the Prospectus (including the Exchange Act Documents)
contains any untrue statement of a material fact or omits to state a material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, except that in each
case we express no opinion or belief with respect to the financial statements or
other financial or statistical data contained or incorporated by reference in
the Registration Statement, the Prospectus or the Exchange Act Documents.

                  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 and the federal law of the United States and, to the extent set forth
herein, the laws of the States of Delaware and New York.

<PAGE>

                  This opinion is rendered to you in connection with the
above-described transaction. This opinion may not be relied upon by you for any
other purpose, or relied upon by or furnished to any other person without our
prior written consent, except that Dewey Ballantine LLP may rely on this opinion
in giving their opinion pursuant to Section 5(c) of the Underwriting Agreement
insofar as such opinion relates to matters of Georgia law.

                              Yours very truly,


                              TROUTMAN SANDERS LLP


<PAGE>
                                                           Schedule II

                     [Letterhead of Pillsbury Winthrop LLP]

                                                       __________ __, 2002

Goldman, Sachs & Co.
85 Broad Street
New York, New York  10004

                     SOUTHERN COMPANY CAPITAL FUNDING, INC.
                 Series B Floating Rate Senior Notes due _______

Ladies and Gentlemen:

                  We have acted as counsel to The Bank of New York (the "Bank")
in connection with (a) the Senior Note Indenture, dated as of February 1, 2002
(the "Original Indenture"), among The Southern Company (the "Company"), Southern
Company Capital Funding, Inc. ("SoCo Capital") and the Bank, as Trustee and (b)
the Second Supplemental Indenture dated as of ___________ __, 2002 (together
with the Original Indenture, herein called the "Indenture"), among the Company,
SoCo Capital and the Bank, as Trustee, and (c) the Calculation Agent Agreement,
dated as of ____________ (the "Calculation Agent Agreement"), between SoCo
Capital and the Bank as Calculation Agent.

                  In that connection, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of such documents,
records and other instruments as we have deemed necessary or appropriate for the
purpose of this opinion, including copies of the Indenture, the Calculation
Agent Agreement and certain resolutions adopted by the Board of Directors of the
Bank.

                  Based upon the foregoing, we are of the opinion that:

                           i)   the Bank has been duly incorporated and is
         validly existing as a banking  corporation in good standing under the
         laws of the State of New York;

                           ii) the Bank has the corporate trust power and
         authority to execute, deliver and perform its duties under the
         Indenture and Calculation Agent Agreement, has duly executed and
         delivered the Indenture and the Calculation Agent Agreement, and,
         insofar as the laws governing the trust powers of the Bank are
         concerned and assuming due authorization, execution and delivery
         thereof by SoCo Capital and the Company, each of the Indenture and the
         Calculation Agent Agreement constitutes a legal, valid and binding
         agreement of the Bank, enforceable against the Bank in accordance with
         its terms, subject to applicable bankruptcy, insolvency, fraudulent
         transfer, reorganization, moratorium or other laws affecting creditors'
         rights generally from time to time in effect and to general principles
         of equity (including, without limitation, concepts of materiality,
         reasonableness, good faith and fair dealing), regardless of whether
         considered in a proceeding in equity or at law.
<PAGE>


                           iii)  the execution, delivery and performance by the
         Bank of the Indenture and the Calculation Agent Agreement do not
         conflict with or constitute a breach of the charter or bylaws of the
         Bank; and

                           iv) no approval, authorization or other action by, or
         filing with, any governmental authority of the United States of America
         or the State of New York having jurisdiction over the trust powers of
         the Bank is required in connection with the execution and delivery by
         the Bank of the Indenture or the Calculation Agent Agreement or the
         performance by the Bank of its duties thereunder, except such as have
         been obtained, taken or made.

                  We are admitted to practice only in the State of New York, and
we express no opinion as to matters governed by any laws other than the laws of
the State of New York and the Federal law of the United States of America. We
are furnishing this opinion to you solely for your benefit. This opinion is not
to be relied upon by any other person or used, circulated, quoted or otherwise
referred to for any other purpose.

                                                     Very truly yours,

                                                     PILLSBURY WINTHROP LLP




<PAGE>


                                                                 Schedule III



                      [Letterhead of DEWEY BALLANTINE LLP]



                                                       __________ __, 2002

Goldman, Sachs & Co.
85 Broad Street
New York, New York  10004

                                  SOUTHERN COMPANY CAPITAL FUNDING, INC.
                             Series B Floating Rate Senior Notes due ______

Ladies and Gentlemen:

         In connection with (i) the issuance and sale by Southern Company
Capital Funding, Inc. ("SoCo Capital") of $25,000,000 principal amount of its
Series B Floating Rate Senior Notes due ___________ (the "Notes") pursuant to an
Indenture dated as of __________, among Southern Company Capital Funding, Inc.
("SoCo Capital"), The Southern Company (the "Company"), and _________________,
as trustee (the "Trustee"), as supplemented by the Second Supplemental Indenture
dated as of _______________, (collectively, the "Indenture"); and (ii) the
Company's issuance of a guarantee (the "Notes Guarantee") of the Notes pursuant
to the terms of the Indenture, we have acted as counsel to you. Pursuant to a
Calculation Agent Agreement date as of _____________ (the "Calculation Agent
Agreement"), between SoCo Capital and The Bank of New York, as calculation agent
thereunder (the "Calculation Agent"), SoCo Capital has engaged the Calculation
Agent to perform certain services with respect to the floating rate on the
Notes. This opinion is being delivered to you pursuant to Section 5(c)(3) of the
Underwriting Agreement.

         All capitalized terms not otherwise defined herein shall have the
meanings set forth in the Underwriting Agreement.

         In rendering the opinions expressed below, we have examined the
Registration Statement on Form S-3 (Nos. 333-65178, 333-65178-01, 333-65178-02
and 333-65178-03) pertaining to the Notes (the "Registration Statement") filed
under the Securities Act of 1933, as amended (the "Act") and the related
prospectus dated ___________, 2001, as supplemented by a prospectus supplement
dated __________, 2002 (the "Prospectus"), which pursuant to Form S-3
incorporates by reference the Annual Report on Form 10-K of the Company for the
fiscal year ended December 31, 2000, the Quarterly Reports on Form 10-Q of the
Company for the quarters ended ___________________ and the Current Reports on
Form 8-K of the Company dated ___________________ (the "Exchange Act
Documents"), each as filed under the Securities Exchange Act of 1934, as amended
(the "Exchange Act").
<PAGE>


         In addition, we have examined, and have relied as to matters of fact
upon, the documents delivered to you at the closing (except the certificates
representing the Notes, of which we have examined specimens), and we have made
such other and further investigations as we deemed necessary to express the
opinions hereinafter set forth. In such examination, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photostatic
copies, and the authenticity of the originals of such latter documents.

         Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion, relying as aforesaid and as to
all matters covered hereby which are governed by or dependent upon the laws of
the State of Georgia upon the opinion of Troutman Sanders LLP dated the date
hereof and addressed to you, that:

                  1. The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State of
Delaware and has due corporate authority to conduct its business as described in
the Prospectus and to enter into and perform its obligations under the Indenture
and the Underwriting Agreement.

                  2. SoCo Capital has been duly incorporated and is validly
existing and in good standing as a corporation under the laws of the State of
Delaware and has due corporate authority to conduct the business in which it is
engaged and to own and operate the properties used by it in such business, to
enter into and perform its obligations under the Underwriting Agreement, the
Calculation Agent Agreement and the Indenture and to issue the Notes.

                  3. The execution, delivery and performance by the Offerors of
the Underwriting Agreement have been duly authorized by all necessary corporate
action of the Offerors, and the Underwriting Agreement has been duly executed
and delivered by the Offerors.

                  4. All orders, consents, or other authorizations or approvals
of the Commission legally required for the issuance and delivery of the Notes
and the Notes Guarantee have been obtained; such orders are sufficient for the
issuance and delivery of the Notes and the Notes Guarantee; the issuance and
delivery of the Notes and the Notes Guarantee conform in all material respects
with the terms of such orders; and no other order, consent or other
authorization or approval of any United States federal governmental body is
legally required for the issuance and delivery of the Notes and the Notes
Guarantee in accordance with the terms of the Underwriting Agreement.

                  5. Each of the Indenture and the Calculation Agent Agreement
has been duly authorized, executed and delivered by SoCo Capital and, assuming
the due authorization, execution and delivery thereof by the Trustee and the
Calculation Agent, respectively, constitutes a valid and legally binding
instrument of SoCo Capital, enforceable against SoCo Capital in accordance with
its terms, subject to the qualifications that the enforceability of SoCo
Capital's obligations under the Indenture and the Calculation Agent Agreement
may be limited by bankruptcy, insolvency, reorganization, moratorium and other
similar laws relating to or affecting creditors' rights generally and by general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law); and the Indenture conforms as to legal
matters in all material respects to the description thereof in the Prospectus.
<PAGE>


                  6. The Notes have been duly authorized and executed by SoCo
Capital and, when authenticated by the Trustee in the manner provided in the
Indenture and delivered against payment therefor, will constitute valid and
binding obligations of SoCo Capital enforceable against SoCo Capital in
accordance with their terms, subject to the qualifications that the
enforceability of SoCo Capital's obligations under the Notes may be limited by
bankruptcy, insolvency, reorganization, moratorium and other similar laws
relating to or affecting creditors' rights generally and by general principles
of equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law); and the Notes conform as to legal matters in
all material respects to the description thereof in the Prospectus.

                  7. Each of the Indenture and the Notes Guarantee has been duly
authorized, executed and delivered by the Company and constitutes a valid and
legally binding instrument of the Company, enforceable against the Company in
accordance with its terms, subject to the qualifications that the enforceability
of the Company's obligations under the Indenture and the Notes Guarantee may be
limited by bankruptcy, insolvency, reorganization, moratorium and other similar
laws relating to or affecting creditors' rights generally and by general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law); and the Notes Guarantee conforms as to legal
matters in all material respects to the description thereof in the Prospectus.

                  8. The Indenture has been duly qualified under the
Trust Indenture Act of 1939, as amended.

                  We have not independently verified the accuracy, completeness
or fairness of the statements made or included in the Registration Statement,
the Prospectus or the Exchange Act Documents and take no responsibility
therefor, except as and to the extent set forth in paragraphs 5, 6 and 7 above.
In the course of the preparation by the Company of the Registration Statement,
the Prospectus and the Exchange Act Documents, we participated in conferences
with certain officers and employees of the Company, with counsel for the
Company, and with representatives of Arthur Andersen LLP. Based upon our
examination of the Registration Statement, the Prospectus and the Exchange Act
Documents, our investigations made in connection with the preparation of the
Registration Statement, the Prospectus and the Exchange Act Documents and our
participation in the conferences referred to above, (i) we are of the opinion
that the Registration Statement, as of its effective date, and the Prospectus,
as of __________ 2002, complied as to form in all material respects with the
requirements of the Act and the applicable rules and regulations of the
Commission thereunder and that the Exchange Act Documents, as of their
respective dates of filing with the Commission, complied as to form in all
material respects with the relevant requirements of the Exchange Act and the
<PAGE>

applicable rules and regulations of the Commission thereunder, except that in
each case we express no opinion as to the financial statements or other
financial or statistical data contained or incorporated by reference in the
Registration Statement, the Prospectus or the Exchange Act Documents, and (ii)
nothing came to our attention which gives us reason to believe that the
Registration Statement, as of its effective date (including the Exchange Act
Documents on file with the Commission as of such date), contained any untrue
statement of a material fact or omitted to state any material fact required to
be stated therein or necessary in order to make the statements therein not
misleading, or that the Prospectus (including the Exchange Act Documents)
contains any untrue statement of a material fact or omits to state a material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, except that in each
case we express no opinion or belief with respect to the financial statements or
other financial or statistical data contained or incorporated by reference in
the Registration Statement, the Prospectus or the Exchange Act Documents.

         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,
the federal law of the United States, and to the extent set forth herein, the
laws of the States of Delaware and Georgia.

         This opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purpose or
relied upon by or furnished to any other person without our prior written
consent, except that Troutman Sanders LLP may rely on this opinion in giving its
opinions dated the date hereof pursuant to Section 5(c)(1) of the Underwriting
Agreement and Sections 102, 302 and 904 of the Indenture, insofar as such
opinions relate to matters of New York law.

                                                     Very truly yours,

                                                     DEWEY BALLANTINE LLP



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>3
<FILENAME>seriesbex4-2.txt
<DESCRIPTION>SUPPLEMENTAL INDENTURE
<TEXT>
                                                                 EXHIBIT 4.2




                     SOUTHERN COMPANY CAPITAL FUNDING, INC.
                                       AND
                              THE SOUTHERN COMPANY

                                       TO

                              THE BANK OF NEW YORK,
                                    TRUSTEE.






                          SECOND SUPPLEMENTAL INDENTURE

                          DATED AS OF FEBRUARY 1, 2002






                                   $25,000,000


                       SERIES B FLOATING RATE SENIOR NOTES

                              DUE FEBRUARY 1, 2004



<PAGE>


                               TABLE OF CONTENTS1


                                                                        PAGE



ARTICLE 1..................................................................2


SECTION 101.      Establishment............................................2
                  -------------


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


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


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


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


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


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


SECTION 108.      Redemption...............................................6
                  ----------


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


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


SECTION 202.      Ratification and Incorporation of Original Indenture.....7
                  ----------------------------------------------------


SECTION 203.      Executed in Counterparts.................................7
                  ------------------------


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


<PAGE>


         THIS SECOND SUPPLEMENTAL INDENTURE is made as of the 1st day of
February, 2002, by and among SOUTHERN COMPANY CAPITAL FUNDING, INC., a Delaware
corporation, 1403 Foulk Road, Suite 102, Wilmington, Delaware 19803 (the
"Company"), THE SOUTHERN COMPANY, a Delaware corporation, 270 Peachtree Street,
N.W., Atlanta, Georgia 30303 (the "Guarantor"), and The Bank of New York, a New
York banking corporation, 101 Barclay Street, 21 West, New York, New York 10286
(the "Trustee").

                              W I T N E S S E T H:

                  WHEREAS, the Company and the Guarantor have heretofore entered
into a Senior Note Indenture, dated as of February 1, 2002 (the "Original
Indenture"), with The Bank of New York, as supplemented by a First Supplemental
Indenture, dated as of February 1, 2002 (the "First Supplemental Indenture"),
with The Bank of New York;

                  WHEREAS, the Original Indenture is incorporated herein by this
reference and the Original Indenture, as supplemented by the First Supplemental
Indenture and by this Second Supplemental Indenture, is herein called the
"Indenture";

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

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

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

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

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

                                    ARTICLE 1

                              Series B Senior Notes

         SECTION 101. Establishment. There is hereby established a new series of
Senior Notes to be issued under the Indenture, to be designated as the Company's
Series B Floating Rate Senior Notes due February 1, 2004 (the "Series B Notes").

         There are to be authenticated and delivered $25,000,000 principal
amount of Series B Notes, and such principal amount of the Series B Notes may be
increased from time to time pursuant to Section 301 of the Indenture. All Series
B Notes need not be issued at the same time and such series may be reopened at
any time, without the consent of any Holder, for issuances of additional Series
B Notes. Any such additional Series B Notes will have the same interest rate,
maturity and other terms as those initially issued. No Series B Notes shall be
authenticated and delivered in excess of the principal amount as so increased
except as provided by Sections 203, 303, 304 or 907 of the Original Indenture.
The Series B Notes shall be issued in definitive fully registered form.

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

         The form of the Trustee's Certificate of Authentication for the Series
B Notes shall be in substantially the form set forth in Exhibit B hereto. A
notation of the Notes Guaranty shall be set forth on each Series B Note in
substantially the form in Section 1304 of the Original Indenture.

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

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

         "Calculation Agent" means The Bank of New York, or its successor
appointed by the Company, acting as calculation agent.

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

         "Interest Payment Dates" means the 1st day of each month, commencing
March 1, 2002; provided, however, in the event that any Interest Payment Date
would otherwise be a day that is not a Business Day, the Interest Payment Date
will be the next succeeding Business Day.
<PAGE>

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

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

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

         "Original Issue Date" means February 1, 2002.

         "Rate Quotation" is defined in Section 104 hereof.

         "Regular Record Date" means, with respect to each Interest Payment
Date, the close of business on the 15th calendar day preceding such Interest
Payment Date.

         "Reported Rate" means the rate that appears on Telerate Page 3750 or a
successor reporter of such rates selected by the Calculation Agent and
acceptable to the Company and the Guarantor.

         "Representative Amounts" is defined in Section 104 hereof.

         "Stated Maturity" means February 1, 2004.

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

         SECTION 103. Payment of Principal and Interest. The principal of the
Series B Notes shall be due at Stated Maturity (unless earlier redeemed). The
unpaid principal amount of the Series B Notes shall bear interest at the rates
set monthly pursuant to Section 104 hereof until paid or duly provided for.
Interest shall be paid monthly in arrears on each Interest Payment Date to the
Person in whose name the Series B Notes are registered on the Regular Record
Date for such Interest Payment Date, provided that interest payable at the
Stated Maturity of principal or on a Redemption Date as provided herein will be
paid to the Person to whom principal is payable. Any such interest that is not
so punctually paid or duly provided for will forthwith cease to be payable to
the Holders on such Regular Record Date and may either be paid to the Person or
Persons in whose name the Series B Notes are registered at the close of business
on a Special Record Date for the payment of such defaulted interest to be fixed
by the Trustee ("Special Record Date"), notice whereof shall be given to Holders
of the Series B Notes not less than ten (10) days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange, if any, on which the Series B Notes
shall be listed, and upon such notice as may be required by any such exchange,
all as more fully provided in the Original Indenture.
<PAGE>


         Payments of interest on the Series B Notes will include interest
accrued to but excluding the respective Interest Payment Dates. Interest
payments for the Series B Notes shall be computed and paid on the basis of the
actual number of days elapsed over a 360-day year.

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

         SECTION 104. Determination of Interest Rate. The Series B Notes will
bear interest for each Interest Period at a per annum rate determined by the
Calculation Agent, subject to the maximum interest rate permitted by New York or
other applicable state law, as such law may be modified by United States law of
general application. The interest rate applicable during each Interest Period
will be equal to LIBOR on the Interest Determination Date for such Interest
Period plus 0.35%; provided, however, that in certain circumstances described
below, the interest rate will be determined without reference to LIBOR. Promptly
upon such determination, the Calculation Agent will notify the Company and the
Trustee, if the Trustee is not then serving as the Calculation Agent, of the
interest rate for the new Interest Period. The interest rate determined by the
Calculation Agent, absent manifest error, shall be binding and conclusive upon
the beneficial owners and Holders of the Series B Notes, the Company, the
Guarantor and the Trustee.

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

                  (1) In the event no Reported Rate appears on Telerate Page
         3750 as of approximately 11:00 a.m., London time, on an Interest
         Determination Date, the Calculation Agent shall request the principal
         London offices of each of four major banks in the London interbank
         market selected by the Calculation Agent (after consultation with the
         Company) to provide a quotation of the rate (the "Rate Quotation") at
         which one month deposits in amounts of not less than $1,000,000 are
         offered by it to prime banks in the London interbank market, as of
         approximately 11:00 a.m., London time, on such Interest Determination
         Date, that is representative of single transactions at such time (the
         "Representative Amounts"). If at least two Rate Quotations are
         provided, the interest rate will be the arithmetic mean of the Rate
         Quotations obtained by the Calculation Agent, plus 0.35%.
<PAGE>

                  (2) In the event no Reported Rate appears on Telerate Page
         3750 as of approximately 11:00 a.m., London time, on an Interest
         Determination Date and there are fewer than two Rate Quotations, the
         interest rate will be the arithmetic mean of the rates quoted at
         approximately 11:00 a.m., New York City time, on such Interest
         Determination Date, by three major banks in New York City selected by
         the Calculation Agent (after consultation with the Company), for loans
         in Representative Amounts in U. S. dollars to leading European banks,
         having an index maturity of one month for a period commencing on the
         second London Business Day immediately following such Interest
         Determination Date, plus 0.35%; provided, however, that if fewer than
         three banks selected by the Calculation Agent are quoting such rates,
         the interest rate for the applicable Interest Period will be the same
         as the interest rate in effect for the immediately preceding Interest
         Period.

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

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

         SECTION 106. Global Securities. The Series B Notes will be issued in
the form of one or more Global Securities registered in the name of the
Depositary or its nominee. Except under the limited circumstances described
below, Series B Notes represented by the Global Security will not be
exchangeable for, and will not otherwise be issuable as, Series B Notes in
definitive form. The Global Securities described above may not be transferred
except by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or to a
successor Depositary or its nominee.

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

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


         SECTION 107. Transfer. No service charge will be made for any transfer
or exchange of Series B Notes, but payment will be required of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
therewith.

         The Company shall not be required (a) to issue, transfer or exchange
any Series B Notes during a period beginning at the opening of business fifteen
(15) days before the day of the mailing of a notice identifying the serial
numbers of the Series B Notes to be called for redemption, and ending at the
close of business on the day of the mailing, or (b) to transfer or exchange any
Series B Notes theretofore selected for redemption in whole or in part, except
the unredeemed portion of any Series B Note redeemed in part.

         SECTION 108. Redemption. The Series B Notes shall be subject to
redemption at the option of the Company, in whole or in part, without premium or
penalty, on any Interest Payment Date on or after February 1, 2003, upon not
less than five nor more than 15 days' notice, at a Redemption Price equal to
100% of the principal amount to be redeemed plus accrued but unpaid interest to
the Redemption Date.

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

         The Series B Notes will not have a sinking fund.

         Except as otherwise provided in this Section 108, notice of redemption
shall be given as provided in Section 1104 of the Original Indenture.

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


                                    ARTICLE 2

                            Miscellaneous Provisions

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


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

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




<PAGE>


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

ATTEST:                                     SOUTHERN COMPANY CAPITAL
                                              FUNDING, INC.


By:                                         By:
     Richard A. Childs                        Allen L. Leverett
     Assistant Secretary                 President and Chief Executive Officer


ATTEST:                                     THE SOUTHERN COMPANY


By:                                          By:

    Tommy Chisholm                              Gale E. Klappa
    Secretary and Assistant Treasurer           Executive Vice President,
                                                Chief Financial Officer and
                                                Treasurer


ATTEST:                                     THE BANK OF NEW YORK,
                                            As Trustee

By:                                          By:

Name:                                             Elizabeth T. Wagner
Title:                                            Authorized Signatory




<PAGE>


                                    EXHIBIT A

                              FORM OF SERIES B NOTE




<PAGE>



NO. __                                                   CUSIP NO. 842634AF4


                     SOUTHERN COMPANY CAPITAL FUNDING, INC.
                       SERIES B FLOATING RATE SENIOR NOTE
                              DUE FEBRUARY 1, 2004



  Principal Amount:             $__________

  Regular Record Date:          15th calendar day prior to Interest Payment Date

  Original Issue Date:          February 1, 2002

  Stated Maturity:              February 1, 2004

  Interest Payment Dates:       1st day of each month;  provided, however,
                                in the event that any Interest Payment Date
                                would otherwise be a day that is not a Business
                                Day, the Interest Payment Date will be the next
                                succeeding Business Day

  Interest Rate:                LIBOR plus 0.35% per annum, as set on each
                                Interest Determination Date

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

  Authorized Denomination:      $1,000

  Initial Redemption Date:      February 1, 2003


         Southern Company Capital Funding, Inc., a Delaware corporation (the
"Company", which term includes any successor corporation under the Indenture
referred to on the reverse hereof), for value received, hereby promises to pay
to ___________________________________________, or registered assigns, the
principal sum of ___________________________ DOLLARS ($____________) on the
Stated Maturity shown above (or upon earlier redemption), and to pay interest
thereon from the Original Issue Date shown above, or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
monthly in arrears on each Interest Payment Date as specified above, commencing
on March 1, 2002, and on the Stated Maturity (or upon earlier redemption) at the
rates per annum determined in accordance with the provisions specified below
until the principal hereof is paid or made available for payment and on any
overdue principal and on any overdue installment of interest. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
(other than an Interest Payment Date that is the Stated Maturity or on a
<PAGE>

Redemption Date) will, as provided in such Indenture, be paid to the Person in
whose name this Note (the "Note") is registered at the close of business on the
Regular Record Date as specified above next preceding such Interest Payment
Date, provided that any interest payable at the Stated Maturity or on any
Redemption Date will be paid to the Person to whom principal is payable. Except
as otherwise provided in the Indenture, any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this Note
is registered at the close of business on a Special Record Date for the payment
of such defaulted interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Notes of this series not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange, if any, on which
the Notes of this series shall be listed, and upon such notice as may be
required by any such exchange, all as more fully provided in the Indenture.

         The Series B Notes (as defined on the reverse hereof) will bear
interest for each Interest Period at a per annum rate determined by the
Calculation Agent, subject to the maximum interest rate permitted by New York or
other applicable state law, as such law may be modified by United States law of
general application. The interest rate applicable during each Interest Period
will be equal to LIBOR on the Interest Determination Date for such Interest
Period plus 0.35%; provided, however, that in certain circumstances described
below, the interest rate will be determined without reference to LIBOR. Promptly
upon such determination, the Calculation Agent will notify the Company, the
Guarantor and the Trustee, if the Trustee is not then serving as the Calculation
Agent, of the interest rate for the new Interest Period. The interest rate
determined by the Calculation Agent, absent manifest error, shall be binding and
conclusive upon the beneficial owners and Holders of the Series B Notes, the
Company, the Guarantor and the Trustee.

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

                  (1) In the event no Reported Rate appears on Telerate Page
         3750 as of approximately 11:00 a.m., London time, on an Interest
         Determination Date, the Calculation Agent shall request the principal
         London offices of each of four major banks in the London interbank
         market selected by the Calculation Agent (after consultation with the
         Company) to provide a quotation of the rate (the "Rate Quotation") at
         which one month deposits in amounts of not less than $1,000,000 are
         offered by it to prime banks in the London interbank market, as of
         approximately 11:00 a.m., London time, on such Interest Determination
         Date, that is representative of single transactions at such time (the
         "Representative Amounts"). If at least two Rate Quotations are
         provided, the interest rate will be the arithmetic mean of the Rate
         Quotations obtained by the Calculation Agent, plus 0.35%.

                  (2) In the event no Reported Rate appears on Telerate Page
         3750 as of approximately 11:00 a.m., London time, on an Interest
         Determination Date and there are fewer than two Rate Quotations, the
         interest rate will be the arithmetic mean of the rates quoted at
         approximately 11:00 a.m., New York City time, on such Interest
         Determination Date, by three major banks in New York City selected by
         the Calculation Agent (after consultation with the Company), for loans
         in Representative Amounts in U. S. dollars to leading European banks,
         having an index maturity of one month for a period commencing on the
         second London Business Day immediately following such Interest
         Determination Date, plus 0.35%; provided, however, that if fewer than
         three banks selected by the Calculation Agent are quoting such rates,
         the interest rate for the applicable Interest Period will be the same
         as the interest rate in effect for the immediately preceding Interest
         Period.
<PAGE>

         "Calculation Agent" means The Bank of New York, or its successor
appointed by the Company, acting as calculation agent.

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

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

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

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

         "Reported Rate" means the rate that appears on Telerate Page 3750 or a
successor reporter of such rates selected by the Calculation Agent and
acceptable to the Company and the Guarantor.

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

         Payments of interest on this Note will include interest accrued to but
excluding the respective Interest Payment Dates. Interest payments for this Note
shall be computed and paid on the basis of the actual number of days elapsed
over a 360-day year. A "Business Day" shall mean any day other than a Saturday
or a Sunday or a day on which banking institutions in New York City are
authorized or required by law or executive order to remain closed or a day on
which the Corporate Trust Office of the Trustee is closed for business.

         Payment of the principal of and interest due at the Stated Maturity or
earlier redemption of the Series B Notes shall be made upon surrender of the
<PAGE>

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

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

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



<PAGE>


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

Dated:  ________ __, ____.

                              SOUTHERN COMPANY CAPITAL
                              FUNDING, INC.

                                       ----------------------------
                                       Vice President


Attest:



Assistant Secretary



          {Seal of SOUTHERN COMPANY CAPITAL FUNDING, INC. appears here}


                                 NOTES GUARANTEE

         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
Notes upon which this notation of the Notes Guarantee is endorsed) hereby
irrevocably and unconditionally guarantees to 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 XIII 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 XIII 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.
<PAGE>


         The 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


<PAGE>






                          CERTIFICATE OF AUTHENTICATION

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


                 THE BANK OF NEW YORK,
                 as Trustee


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






<PAGE>


                             (Reverse Side of Note)


         This Note is one of a duly authorized issue of Senior Notes of the
Company (the "Notes"), issued and issuable in one or more series under a Senior
Note Indenture, dated as of February 1, 2002, as supplemented (the "Indenture"),
among the Company, the Guarantor and The Bank of New York, Trustee (the
"Trustee," which term includes any successor trustee under the Indenture), to
which Indenture and all indentures incidental thereto reference is hereby made
for a statement of the respective rights, limitation of rights, duties and
immunities thereunder of the Company, the Guarantor, the Trustee and the Holders
of the Notes issued thereunder and of the terms upon which said Notes are, and
are to be, authenticated and delivered. This Note is one of the series
designated on the face hereof as Series B Floating Rate Senior Notes due
February 1, 2004 (the "Series B Notes") which is unlimited in aggregate
principal amount. Capitalized terms used herein for which no definition is
provided herein shall have the meanings set forth in the Indenture.

         The Company shall have the right, subject to the terms and conditions
of the Indenture, to redeem this Note on any Interest Payment Date on or after
February 1, 2003 at the option of the Company, without premium or penalty, in
whole or in part, at a Redemption Price equal to 100% of the principal amount to
be redeemed plus accrued but unpaid interest to the Redemption Date.

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

         The Series B Notes will not have a sinking fund.

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

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

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


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

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

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

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

<PAGE>




                                  ABBREVIATIONS

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


<PAGE>




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


                    Additional abbreviations may also be used
                          though not on the above list.


        FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto
(please insert Social Security or other identifying number of assignee)


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


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

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


Dated:
       --------------------         -----------------------------------



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



<PAGE>

                                    EXHIBIT B


                          CERTIFICATE OF AUTHENTICATION


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

                               THE BANK OF NEW YORK,
                                as Trustee


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




</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
