<DOCUMENT>
<TYPE>424B5
<SEQUENCE>1
<FILENAME>trustv424.txt
<TEXT>
                                                Filed Pursuant to Rule 424(b)(5)
                                                  Registration Nos. 333-57884
                                                                    333-57884-01
                                                                    333-57884-02
                                                                    333-57884-03
                                                                    333-57884-04




PROSPECTUS SUPPLEMENT

(To Prospectus Dated April 12, 2001)

                        16,000,000 Preferred Securities

                         Georgia Power Capital Trust V
                       7 1/8% Trust Preferred Securities
                (Liquidation Amount $25 per Preferred Security)
         Fully and unconditionally guaranteed, as described herein, by

                              (Georgia Power Logo)

     A BRIEF DESCRIPTION OF THE 7 1/8% TRUST PREFERRED SECURITIES CAN BE FOUND
UNDER "SUMMARY INFORMATION -- Q&A" IN THIS PROSPECTUS SUPPLEMENT.
                            ------------------------
     APPLICATION WILL BE MADE TO LIST THE PREFERRED SECURITIES ON THE NEW YORK
STOCK EXCHANGE. IF APPROVED, GEORGIA POWER COMPANY EXPECTS TRADING OF THE
PREFERRED SECURITIES TO BEGIN WITHIN 30 DAYS AFTER THEY ARE FIRST ISSUED.
                            ------------------------
     INVESTING IN THE PREFERRED SECURITIES INVOLVES RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE S-6.
                            ------------------------

<Table>
<Caption>
                                                                  UNDERWRITING
                                                   PRICE TO       DISCOUNTS AND       PROCEEDS TO
                                                    PUBLIC         COMMISSIONS           TRUST
                                                   --------       -------------       -----------
<S>                                              <C>              <C>              <C>
Per Preferred Security.........................       $25           See below             $25
Total..........................................  $400,000,000       See below        $400,000,000
</Table>

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

     Georgia Power Capital Trust V will not pay any underwriting commissions.
Georgia Power Company will pay underwriting commissions of $.7875 per Preferred
Security. Any accumulated distributions from the date of original issuance of
the Preferred Securities should be added to the Price to Public.

     The Underwriters may purchase up to an additional 2,400,000 Preferred
Securities at $25 per Preferred Security and accumulated distributions, if any,
within 30 days from the date of this Prospectus Supplement to cover
overallotments.

     The Securities and Exchange Commission and state securities regulators have
not approved or disapproved these securities or determined if this Prospectus
Supplement or the accompanying Prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

     The Underwriters expect to deliver the Preferred Securities to purchasers
on or about June 21, 2002.
                          ---------------------------
MORGAN STANLEY
                   MERRILL LYNCH & CO.
                                    SALOMON SMITH BARNEY
                                                 WACHOVIA SECURITIES
                          ---------------------------
GOLDMAN, SACHS & CO.                                             LEHMAN BROTHERS
June 13, 2002






     You should rely only on the information contained or incorporated by
reference in this Prospectus Supplement and the accompanying Prospectus. Georgia
Power Company and the Underwriters have not authorized any other person to
provide you with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. Georgia Power Company and
the Underwriters are not making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume that
the information appearing in this Prospectus Supplement and the accompanying
Prospectus, as well as information Georgia Power Company previously filed with
the Securities and Exchange Commission and incorporated herein by reference, is
accurate as of the date on the front of the documents only. Georgia Power
Company's business, financial condition, results of operations and prospects may
have changed since that date.

                               TABLE OF CONTENTS

<Table>
<Caption>
                                                                            PAGE
                                                              ----
<S>                                                           <C>
                      PROSPECTUS SUPPLEMENT
Summary Information -- Q&A..................................   S-3
Risk Factors................................................   S-6
Georgia Power Capital Trust V...............................   S-8
Selected Financial Information..............................   S-9
Use of Proceeds.............................................  S-10
Accounting Treatment........................................  S-10
Description of the Preferred Securities.....................  S-10
Description of the Series E Junior Subordinated Notes.......  S-20
Relationship Among the Preferred Securities, the Series E
  Junior Subordinated Notes and the Guarantee...............  S-22
Certain Federal Income Tax Consequences.....................  S-24
Underwriting................................................  S-28
Experts.....................................................  S-30
Legal Opinions..............................................  S-30

                            PROSPECTUS
About this Prospectus.......................................     2
Available Information.......................................     2
Incorporation of Certain Documents by Reference.............     2
Selected Information........................................     4
Georgia Power Company.......................................     4
The Trusts..................................................     5
Accounting Treatment of Trusts..............................     5
Use of Proceeds.............................................     6
Description of the Senior Notes.............................     6
Description of the Junior Subordinated Notes................     9
Description of the Preferred Securities.....................    15
Description of the Guarantees...............................    15
Relationship Among the Preferred Securities, the Junior
  Subordinated Notes and the Guarantees.....................    18
Plan of Distribution........................................    19
Legal Matters...............................................    20
Experts.....................................................    20
</Table>

                                       S-2






                            SUMMARY INFORMATION--Q&A

     The following information supplements, and should be read together with,
the information contained in other parts of this Prospectus Supplement and in
the accompanying Prospectus. This summary highlights selected information from
this Prospectus Supplement and the accompanying Prospectus to help you
understand the 7 1/8% Trust Preferred Securities (the "Preferred Securities").
You should carefully read this Prospectus Supplement and the accompanying
Prospectus to understand fully the terms of the Preferred Securities as well as
the tax and other considerations that are important to you in making a decision
about whether to invest in the Preferred Securities. You should pay special
attention to the "Risk Factors" section beginning on page S-6 of this Prospectus
Supplement to determine whether an investment in the Preferred Securities is
appropriate for you.

WHAT ARE THE PREFERRED SECURITIES?

     Each Preferred Security represents an undivided beneficial interest in the
assets of Georgia Power Capital Trust V (the "Trust"). Each Preferred Security
will entitle the holder to receive quarterly cash distributions as described in
this Prospectus Supplement. The Trust is offering 16,000,000 Preferred
Securities at a price of $25 for each Preferred Security, or 18,400,000
Preferred Securities if the Underwriters purchase all the additional Preferred
Securities they are entitled to purchase to cover their overallotments.

WHO IS THE TRUST?

     The Trust is a Delaware business trust. Its principal place of business is
c/o Georgia Power Company, 241 Ralph McGill Boulevard, N.E., Atlanta, Georgia
30308-3374, and its telephone number is (404) 506-6526.

     The Trust will sell its Preferred Securities to the public and its common
securities (the "Common Securities") to Georgia Power Company (the "Company").
The Trust will use the proceeds from these sales to buy a series of 7 1/8%
junior subordinated deferrable interest notes due March 31, 2042 (the "Series E
Junior Subordinated Notes") from the Company with the same financial terms as
the Preferred Securities. The Company will guarantee payments made on the
Preferred Securities as described herein.

     JPMorgan Chase Bank will act as property trustee (the "Property Trustee")
of the Trust. Two officers of the Company also will act as trustees (the
"Administrative Trustees") of the Trust. Chase Manhattan Bank USA, National
Association will be an additional trustee (the "Delaware Trustee") of the Trust.
JPMorgan Chase Bank will act as trustee (the "Indenture Trustee") under the
Subordinated Note Indenture, as supplemented (the "Subordinated Note
Indenture"), pursuant to which the Series E Junior Subordinated Notes will be
issued and will act as trustee (the "Guarantee Trustee") under the Preferred
Securities Guarantee of the Company (the "Guarantee"). The Property Trustee, the
Delaware Trustee and the Administrative Trustees are sometimes referred to as
the "Securities Trustees."

WHO IS THE COMPANY?

     The Company is a corporation organized under the laws of the State of
Georgia on June 26, 1930. The Company has its principal office at 241 Ralph
McGill Boulevard, N.E., Atlanta, Georgia 30308-3374, telephone (404) 506-6526.
The Company is a wholly owned subsidiary of The Southern Company ("Southern").

     The Company is a regulated public utility engaged in the generation,
transmission, distribution and sale of electric energy within an approximately
57,200 square mile service area comprising most of the State of Georgia.

WHEN WILL YOU RECEIVE QUARTERLY DISTRIBUTIONS?

     If you purchase the Preferred Securities, you are entitled to receive
cumulative cash distributions at an annual rate of 7 1/8% (the "Securities
Rate") of the liquidation amount of $25 per Preferred Security. Distributions
will accumulate from the date the Trust issues the Preferred Securities (the
"Issue Date") and
                                       S-3






will be paid quarterly in arrears on March 31, June 30, September 30 and
December 31 of each year (each, a "Distribution Date"), beginning September 30,
2002.

WHEN CAN PAYMENT OF YOUR DISTRIBUTIONS BE DEFERRED?

     The Company can, on one or more occasions, defer interest payments on the
Series E Junior Subordinated Notes for up to 20 consecutive quarterly periods. A
deferral of interest payments cannot extend, however, beyond the maturity date
of the Series E Junior Subordinated Notes (which is March 31, 2042).

     If the Company defers interest payments on the Series E Junior Subordinated
Notes, the Trust will also defer distributions on the Preferred Securities.
During this deferral period, distributions will continue to accrue on the
Preferred Securities at an annual rate of 7 1/8% of the liquidation amount of
$25 per Preferred Security. Also, the deferred distributions will themselves
accrue interest at an annual rate of 7 1/8% (to the extent permitted by law).
Once the Company makes all interest payments on the Series E Junior Subordinated
Notes, with accrued interest, it can again defer interest payments on the Series
E Junior Subordinated Notes.

     During any period in which the Company defers interest payments on the
Series E Junior Subordinated Notes, the Company will not be permitted to (with
limited exceptions):

     - pay a dividend or make any distributions on its capital stock or redeem,
       purchase, acquire or make a liquidation payment on any of its capital
       stock, or make any guarantee payments with respect to the foregoing; or

     - make an interest, principal or premium payment on, or repurchase or
       redeem, any of its debt securities that rank equal with or junior to the
       Series E Junior Subordinated Notes.

     If the Company defers payments of interest on the Series E Junior
Subordinated Notes, the Preferred Securities will, from the time of deferral, be
treated as being issued with original issue discount ("OID") for United States
federal income tax purposes. This means you will be required to recognize
interest income with respect to distributions and include such amounts in your
gross income for United States federal income tax purposes even though you will
not have received any cash distributions relating to such interest income. You
should consult with your own tax advisor regarding the tax consequences of an
investment in the Preferred Securities. See "Certain Federal Income Tax
Consequences -- Original Issue Discount."

WHEN CAN THE TRUST REDEEM THE PREFERRED SECURITIES?

     The Trust must redeem all of the outstanding Preferred Securities and
Common Securities (together, the "Trust Securities") when the Series E Junior
Subordinated Notes are paid at maturity on March 31, 2042. In addition, if the
Company redeems any Series E Junior Subordinated Notes before their maturity,
the Trust will use the cash it receives from the redemption to redeem, on a pro
rata basis, Preferred Securities and Common Securities having a combined
liquidation amount equal to the principal amount of the Series E Junior
Subordinated Notes redeemed.

     The Company can redeem some or all of the Series E Junior Subordinated
Notes before their maturity at 100% of their principal amount on one or more
occasions at any time on or after June 21, 2007. The Company also has the option
to redeem the Series E Junior Subordinated Notes, in whole, but not in part, at
any time if certain changes in tax or investment company law occur and certain
other conditions are satisfied, as more fully described under "Description of
the Preferred Securities -- Special Event Redemption; Distribution of Series E
Junior Subordinated Notes." In any case, the Company will pay accrued interest
to the date of redemption.

WHAT IS THE COMPANY'S GUARANTEE OF THE PREFERRED SECURITIES?

     The Company will guarantee the Preferred Securities based on:

     - its obligations to make payments on the Series E Junior Subordinated
       Notes;

     - its obligations under the Guarantee; and

                                       S-4






     - its obligations under the Trust Agreement and an Agreement as to Expenses
       and Liabilities between the Company and the Trust (the "Agreement as to
       Expenses and Liabilities").

     The Company's obligations under the Series E Junior Subordinated Notes are
subordinate and junior in right of payment to all of its Senior Indebtedness (as
defined under "Description of the Junior Subordinated Notes -- Subordination" in
the accompanying Prospectus), which aggregated approximately $4,002,000,000, at
March 31, 2002.

     The payment of distributions on the Preferred Securities is guaranteed by
the Company under the Guarantee, but only to the extent the Trust has funds
legally and immediately available to make distributions.

     The Company's obligations under the Guarantee are:

     - subordinate and junior in right of payment to its other liabilities;

     - equal in rank to its most senior preferred stock; and

     - senior to its common stock.

WHEN COULD THE SERIES E JUNIOR SUBORDINATED NOTES BE DISTRIBUTED TO YOU?

     The Company has the right to terminate the Trust at any time. If the
Company terminates the Trust, the Trust will liquidate by distributing the
Series E Junior Subordinated Notes to holders of the Preferred Securities and
the Common Securities on a pro rata basis. If the Series E Junior Subordinated
Notes are distributed, the Company will use its best efforts to list the Series
E Junior Subordinated Notes on the New York Stock Exchange ("NYSE")(or any other
exchange on which the Preferred Securities are then listed) in place of the
Preferred Securities. For a discussion of the Company's ability to distribute
the Series E Junior Subordinated Notes, see "Description of the Preferred
Securities -- Special Event Redemption; Distribution of Series E Junior
Subordinated Notes" and "-- Liquidation Distribution Upon Dissolution."

WILL THE PREFERRED SECURITIES BE LISTED ON A STOCK EXCHANGE?

     Application will be made to list the Preferred Securities on the NYSE. If
approved, trading of the Preferred Securities is expected to begin within 30
days after they are first issued.

WILL HOLDERS OF THE PREFERRED SECURITIES HAVE ANY VOTING RIGHTS?

     Generally, the holders of the Preferred Securities will not have any voting
rights. See "Description of the Preferred Securities -- Voting Rights."

IN WHAT FORM WILL THE PREFERRED SECURITIES BE ISSUED?

     The Preferred Securities will be represented by one or more global
securities that will be deposited with and registered in the name of The
Depository Trust Company ("DTC") or its nominee. This means that you will not
receive a certificate for your Preferred Securities and that your broker will
maintain your position in the Preferred Securities. The Company expects that the
Preferred Securities will be ready for delivery through DTC on or about June 21,
2002.

                                       S-5






                                  RISK FACTORS

     Your investment in the Preferred Securities will involve certain risks. You
should carefully consider the following discussion of risks, and the other
information in this Prospectus Supplement and the accompanying Prospectus,
before deciding whether an investment in the Preferred Securities is suitable
for you.

THE COMPANY'S OBLIGATIONS UNDER THE GUARANTEE AND THE SERIES E JUNIOR
SUBORDINATED NOTES ARE SUBORDINATED.

     The Company's obligations under the Series E Junior Subordinated Notes will
rank junior in priority of payment to all of the Company's Senior Indebtedness.
This means that the Company cannot make any payments on the Series E Junior
Subordinated Notes if it defaults on a payment of Senior Indebtedness and does
not cure such default within the applicable grace period or if the Senior
Indebtedness becomes immediately due because of a default and has not yet been
paid in full. At March 31, 2002, Senior Indebtedness of the Company aggregated
approximately $4,002,000,000.

     The Company's obligations under the Guarantee will rank in priority of
payment as follows:

          - subordinate and junior in right of payment to its other liabilities;

          - equal in rank to its most senior preferred stock; and

          - senior to its common stock.

     This means that the Company cannot make any payments on the Guarantee if it
defaults on a payment on any of its other liabilities. In addition, in the event
of the bankruptcy, liquidation or dissolution of the Company, its assets would
be available to pay obligations under the Guarantee only after the Company made
all payments on its other liabilities.

     Neither the Preferred Securities, the Series E Junior Subordinated Notes
nor the Guarantee limit the ability of the Company to incur additional
indebtedness, including indebtedness that ranks senior in priority of payment to
the Series E Junior Subordinated Notes and the Guarantee. See "Description of
the Guarantees -- Subordination" and "Description of the Junior Subordinated
Notes -- Subordination" in the accompanying Prospectus.

THE GUARANTEE ONLY COVERS PAYMENTS IF THE TRUST HAS CASH AVAILABLE.

     The ability of the Trust to pay scheduled distributions on the Preferred
Securities, the redemption price of the Preferred Securities and the liquidation
amount of each Preferred Security is solely dependent upon the Company making
the related payments on the Series E Junior Subordinated Notes when due.

     If the Company defaults on its obligations to pay principal or interest on
the Series E Junior Subordinated Notes, the Trust will not have sufficient funds
to pay distributions, the redemption price or the liquidation amount of each
Preferred Security. In those circumstances, you will not be able to rely upon
the Guarantee for payment of these amounts.

     Instead, you:

          - may directly sue the Company or seek other remedies to collect your
            pro rata share of payments owed; or

          - may rely on the Property Trustee to enforce the Trust's rights under
            the Series E Junior Subordinated Notes.

DEFERRAL OF DISTRIBUTIONS WOULD HAVE TAX CONSEQUENCES FOR YOU AND MAY AFFECT THE
TRADING PRICE OF THE PREFERRED SECURITIES.

     The Company can, on one or more occasions, defer interest payments on the
Series E Junior Subordinated Notes for up to 20 consecutive quarterly periods.
If the Company defers interest payments on the Series E Junior Subordinated
Notes, the Trust will defer distributions on the Preferred Securities during
                                       S-6






any deferral period. However, distributions would still accumulate and such
deferred distributions would themselves accrue interest at the annual rate of 7
1/8% per annum (to the extent permitted by law).

     If the Company defers payments of interest on the Series E Junior
Subordinated Notes, you will be required to recognize interest income for United
States federal income tax purposes (based on your pro rata share of the interest
on the Series E Junior Subordinated Notes held by the Trust) before you receive
any cash relating to such interest. In the event of a deferral, this income
would constitute OID. In addition, you will not receive such cash if you sell
the Preferred Securities before the end of any deferral period or before the
record date relating to distributions which are paid. Instead, the accrued
distributions will be paid to the holder of record on the record date,
regardless of who the holder of record may have been on any other date during
the extension period. Moreover, the accrued OID will be added to your adjusted
tax basis in the Preferred Securities but might not be reflected in the amount
you realize on the sale. To the extent the amount realized on a sale is less
than your adjusted tax basis, you will recognize a capital loss for United
States federal income tax purposes. The deduction of capital losses is subject
to limitations.

     The Company has no current intention of deferring interest payments on the
Series E Junior Subordinated Notes. However, if the Company exercises its right
in the future, the Preferred Securities may trade at a price that does not fully
reflect the value of accrued but unpaid interest on the Series E Junior
Subordinated Notes. If you sell the Preferred Securities during an interest
deferral period, you may not receive the same return on investment as someone
else who continues to hold the Preferred Securities. In addition, the existence
of the Company's right to defer payments of interest on the Series E Junior
Subordinated Notes may mean that the market price for the Preferred Securities
(which represent an undivided beneficial interest in the Series E Junior
Subordinated Notes) may be more volatile than other securities that do not have
these rights.

     See "Certain Federal Income Tax Consequences" for more information
regarding the tax consequences of purchasing, holding and selling the Preferred
Securities.

PREFERRED SECURITIES MAY BE REDEEMED AT ANY TIME IF CERTAIN CHANGES IN TAX OR
INVESTMENT COMPANY LAW OCCUR.

     Certain tax law changes have been proposed from time to time which could
affect the deductibility of interest paid on the Series E Junior Subordinated
Notes. None of these proposals has become law. If certain changes in tax or
investment company law occur and are continuing, and certain other conditions
are satisfied, the Company has the right to redeem the Series E Junior
Subordinated Notes, in whole, but not in part, at any time. Any such redemption
will cause a mandatory redemption of all Preferred Securities and Common
Securities at a redemption price equal to $25 per security plus any accrued and
unpaid distributions. See "Description of the Preferred Securities -- Special
Event Redemption; Distribution of Series E Junior Subordinated Notes" and
"Certain Federal Income Tax Consequences -- Effect of Possible Tax Law Changes
on the Preferred Securities."

PREFERRED SECURITIES MAY BE REDEEMED AT THE OPTION OF THE COMPANY.

     At the option of the Company, the Series E Junior Subordinated Notes may be
redeemed, in whole, at any time, or in part, from time to time, on or after June
21, 2007 at a redemption price equal to the principal amount to be redeemed plus
any accrued and unpaid interest to the redemption date. See "Description of the
Series E Junior Subordinated Notes -- Optional Redemption." You should assume
that the Company will exercise its redemption option if the Company is able to
refinance at a lower interest rate or it is otherwise in the interest of the
Company to redeem the Series E Junior Subordinated Notes. If the Series E Junior
Subordinated Notes are redeemed, the Trust must redeem the Preferred Securities
and the Common Securities having an aggregate liquidation amount equal to the
aggregate principal amount of Series E Junior Subordinated Notes to be redeemed.
See "Description of the Preferred Securities -- Redemption."

                                       S-7






THERE CAN BE NO ASSURANCE AS TO THE MARKET PRICES FOR THE PREFERRED SECURITIES
OR THE SERIES E JUNIOR SUBORDINATED NOTES.

     There can be no assurance as to the market prices for the Preferred
Securities or the Series E Junior Subordinated Notes that may be distributed in
exchange for Preferred Securities upon a termination of the Trust. Accordingly,
the Preferred Securities that an investor may purchase, whether pursuant to the
offer made by this Prospectus Supplement or in the secondary market, or the
Series E Junior Subordinated Notes that a holder of Preferred Securities may
receive upon a termination of the Trust, may trade at a discount to the price
that the investor paid to purchase the Preferred Securities offered by this
Prospectus Supplement. As a result of the Company's right to defer interest
payments on the Series E Junior Subordinated Notes, the market price of the
Preferred Securities (which represent undivided beneficial ownership interests
in the Trust, substantially all the assets of which consist of the Series E
Junior Subordinated Notes) may be more volatile than the market prices of other
securities that are not subject to such optional deferrals.

THE COMPANY MAY TERMINATE THE TRUST AT ANY TIME.

     The Company has the right to terminate the Trust at any time. If the
Company decides to exercise its right to terminate the Trust, the Trust will
liquidate by distributing the Series E Junior Subordinated Notes to holders of
the Preferred Securities and the Common Securities on a pro rata basis.

     Under current United States federal income tax law, a distribution of
Series E Junior Subordinated Notes to you upon the dissolution of the Trust
should not be a taxable event to you. However, if the Trust is characterized for
United States federal income tax purposes as an association taxable as a
corporation at the time it is dissolved or if there is a change in law, the
distribution of Series E Junior Subordinated Notes to you may be a taxable event
to you.

     The Company has no current intention of causing the termination of the
Trust and the distribution of the Series E Junior Subordinated Notes. The
Company anticipates that it would consider exercising this right in the event
that expenses associated with maintaining the Trust were substantially greater
than currently expected such as if certain changes in tax law or investment
company law occurred. See "Description of the Preferred Securities -- Special
Event Redemption; Distribution of Series E Junior Subordinated Notes." The
Company cannot predict the other circumstances under which this right would be
exercised.

     Although the Company will use its best efforts to list the Series E Junior
Subordinated Notes on the NYSE (or any other exchange on which the Preferred
Securities are then listed) if they are distributed, we cannot assure you that
the Series E Junior Subordinated Notes will be approved for listing or that a
trading market will exist for those securities.

YOU HAVE LIMITED VOTING RIGHTS.

     You will have limited voting rights. In particular, subject to certain
exceptions, only the Company can appoint or remove any of the Securities
Trustees. See "Description of the Preferred Securities -- Voting Rights."

                         GEORGIA POWER CAPITAL TRUST V

     The Trust is a statutory business trust created under Delaware law pursuant
to the filing of a certificate of trust with the Delaware Secretary of State on
December 16, 1997. The Trust's business is defined in a trust agreement,
executed by the Company, as Depositor, and the Delaware Trustee thereunder. This
trust agreement will be amended and restated in its entirety on the Issue Date
substantially in the form filed as an exhibit to the Registration Statement of
which this Prospectus Supplement and the accompanying Prospectus form a part
(the "Trust Agreement"). The Trust Agreement has been qualified as an indenture
under the Trust Indenture Act of 1939, as amended (the "1939 Act"). The Trust
exists for the exclusive purposes of (i) issuing the Trust Securities
representing undivided beneficial interests in the assets of the Trust, (ii)
investing the gross proceeds of the Trust Securities in the Series E Junior
Subordinated Notes, and (iii) engaging in only those other activities necessary,
appropriate, convenient or incidental thereto. The Trust has a term of
approximately 45 years, but may terminate earlier as provided in the Trust
Agreement.

                                       S-8






     Upon issuance of the Preferred Securities, the purchasers thereof will own
all of the Preferred Securities. The Company will acquire all of the Common
Securities, which will have an aggregate liquidation amount equal to
approximately 3% of the total capital of the Trust. The Common Securities will
rank equally, and payments will be made thereon pro rata, with the Preferred
Securities, except that upon the occurrence and continuance of a Subordinated
Note Indenture Event of Default (as defined below), the rights of the holders of
Common Securities to payment in respect of distributions and payments upon
liquidation, redemption and otherwise will be subordinated to the rights of the
holders of the Preferred Securities.

     The Trust's business and affairs will be conducted by the Securities
Trustees, which shall be appointed by the Company as the holder of the Common
Securities. Two officers of the Company initially will serve as Administrative
Trustees. JPMorgan Chase Bank will serve as Property Trustee and will hold legal
title to the Series E Junior Subordinated Notes issued by the Company on behalf
of the Trust and the holders of the Trust Securities. Chase Manhattan Bank USA,
National Association will serve as Delaware Trustee. In certain circumstances,
the holders of a majority in liquidation amount of the Preferred Securities will
be entitled to appoint a Substitute Property Trustee. See "Description of the
Preferred Securities -- Voting Rights."

     The Property Trustee will hold legal title to the Series E Junior
Subordinated Notes for the benefit of the Trust and the holders of the Trust
Securities and will have the power to exercise all rights, powers and privileges
under the Subordinated Note Indenture as the holder of the Series E Junior
Subordinated Notes. The Property Trustee will make payments of distributions and
payments on liquidation, redemption and otherwise to the holders of the Trust
Securities. Subject to the right of the holders of the Preferred Securities to
appoint a Substitute Property Trustee in certain instances, the Company, as the
holder of all the Common Securities, will have the right to appoint, remove or
replace all the Securities Trustees.

     The Series E Junior Subordinated Notes will constitute substantially all of
the assets of the Trust. Other assets that may constitute "Trust Property" (as
that term is defined in the Trust Agreement) include any cash on deposit in, or
owing to, the payment account as established under the Trust Agreement, as well
as any other property or assets held by the Property Trustee pursuant to the
Trust Agreement. In addition, the Trust may, from time to time, receive cash
pursuant to the Agreement as to Expenses and Liabilities.

     The rights of the holders of the Preferred Securities, including economic
rights, rights to information and voting rights, are as set forth in the Trust
Agreement, the Delaware Business Trust Act and the 1939 Act. See "Description of
the Preferred Securities."

     The Trust's registered office in the State of Delaware is c/o Chase
Manhattan Bank USA, National Association, c/o JPMorgan Chase Bank, 500 Stanton
Christiana Road, Building 4, 3rd Floor, Newark, Delaware 19713. The principal
place of business of the Trust shall be c/o the Company, 241 Ralph McGill
Boulevard, N.E., Atlanta, Georgia 30308-3374, telephone (404) 506-6526, Attn:
Corporate Secretary.

                         SELECTED FINANCIAL INFORMATION

     The following data is qualified in its entirety by reference to and,
therefore, should be read together with the detailed information and financial
statements appearing in the documents incorporated herein by reference.

<Table>
<Caption>
                                                                                                              THREE
                                                                                                             MONTHS
                                                                       YEAR ENDED DECEMBER 31,                ENDED
                                                              ------------------------------------------    MARCH 31,
                                                               1997     1998     1999     2000     2001       2002
                                                              ------   ------   ------   ------   ------   -----------
                                                                      (MILLIONS, EXCEPT RATIOS)            (UNAUDITED)
<S>                                                           <C>      <C>      <C>      <C>      <C>      <C>
Operating Revenues..........................................  $4,386   $4,738   $4,457   $4,871   $4,966     $1,007
Earnings Before Interest and Income Taxes...................   1,273    1,245    1,155    1,189    1,217        263
Net Income After Dividends on Preferred Stock...............     594      570      541      559      610        127
Ratio of Earnings to Fixed Charges(1).......................    4.66     4.49     4.26     4.14     4.79       4.60
Ratio of Earnings to Fixed Charges Plus Preferred Dividend
  Requirements (Pre-Income Tax Basis)(2)....................    4.19     4.34     4.22     4.12     4.77       4.58
</Table>

                                       S-9






<Table>
<Caption>
                                                               CAPITALIZATION AS OF
                                                                  MARCH 31, 2002
                                                              -----------------------
                                                                    (UNAUDITED)
                                                              ACTUAL   AS ADJUSTED(3)
                                                              ------   --------------
                                                                 (MILLIONS, EXCEPT
                                                                   PERCENTAGES)
<S>                                                           <C>      <C>      <C>
Common Stock Equity.........................................  $4,192   $4,192    51.4%
Cumulative Preferred Stock..................................      15       15     0.2
Company Obligated Mandatorily Redeemable Preferred
  Securities of Subsidiary Trusts Holding Company Junior
  Subordinated Notes(4).....................................     789    1,189    14.6
Senior Notes................................................     995      995    12.2
Other Long-Term Debt........................................   1,766    1,766    21.6
                                                              ------   ------   -----
     Total, excluding amounts due within one year of $1,240
      million...............................................  $7,757   $8,157   100.0%
                                                              ======   ======   =====
</Table>

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

(1) This ratio is computed as follows: (i) "Earnings" have been calculated by
    adding to "Earnings Before Interest and Income Taxes" the debt portion of
    allowance for funds used during construction; and (ii) "Fixed Charges"
    consist of "Net Interest Charges" plus the debt portion of allowance for
    funds used during construction.
(2) In computing this ratio, "Preferred Dividend Requirements" represent the
    before tax earnings necessary to pay such dividends, computed at the
    effective tax rates for the applicable periods.
(3) Reflects the issuance of the Preferred Securities offered hereby (assuming
    no exercise of the Underwriters' overallotment option).
(4) Substantially all of the assets of the respective Trusts are Junior
    Subordinated Notes of the Company, and upon redemption of such debt, the
    related Preferred Securities will be mandatorily redeemable.

                                USE OF PROCEEDS

     The Trust will invest the proceeds received from the sale of the Preferred
Securities, including any proceeds resulting from the exercise of the
overallotment option described in "Underwriting," in the Series E Junior
Subordinated Notes. The net proceeds received by the Company from such
investment will be applied by the Company to repay a portion of its outstanding
short-term indebtedness, which aggregated approximately $1,050,000,000 as of
June 13, 2002.

                              ACCOUNTING TREATMENT

     For financial reporting purposes, the Trust will be treated as a subsidiary
of the Company and, accordingly, the accounts of the Trust will be included in
the consolidated financial statements of the Company. The Preferred Securities
will be presented as a separate line item in the consolidated balance sheet of
the Company, and appropriate disclosures concerning the Preferred Securities,
the Guarantee and the Series E Junior Subordinated Notes will be included in the
notes to the consolidated financial statements. For financial reporting
purposes, the Company will record distributions payable on the Preferred
Securities as an expense.

                    DESCRIPTION OF THE PREFERRED SECURITIES

     The Preferred Securities will be issued pursuant to the terms of the Trust
Agreement. The Trust Agreement has been qualified as an indenture under the 1939
Act. The Property Trustee will act as the indenture trustee with respect to the
Trust, as well as the Guarantee, for purposes of compliance with the provisions
of the 1939 Act. The terms of the Preferred Securities will include those stated
in the Trust Agreement and the Delaware Business Trust Act and those made part
of the Trust Agreement by the 1939 Act. The following summary of the principal
terms and provisions of the Preferred Securities does not purport to be complete
and is subject to, and qualified in its entirety by reference to, the Trust
Agreement, the form of which is filed as an exhibit to the Registration
Statement of which this Prospectus Supplement and the accompanying Prospectus
are a part, as well as the Delaware Business Trust Act and the 1939 Act.

                                       S-10






GENERAL

     The Trust Agreement authorizes the Administrative Trustees, on behalf of
the Trust, to issue the Preferred Securities, which represent preferred
undivided beneficial interests in the assets of the Trust, and the Common
Securities, which represent common undivided beneficial interests in the assets
of the Trust. All of the Common Securities will be owned by the Company. The
Common Securities rank equally, and payments will be made thereon on a pro rata
basis, with the Preferred Securities, except that upon the occurrence of a
Subordinated Note Indenture Event of Default, the rights of the holders of the
Common Securities to receive payment of periodic distributions and payments upon
liquidation, redemption and otherwise will be subordinated to the rights of the
holders of the Preferred Securities. The Trust Agreement does not permit the
issuance by the Trust of any securities other than the Trust Securities or the
incurrence of any indebtedness by the Trust. Pursuant to the Trust Agreement,
the Property Trustee will own and hold the Series E Junior Subordinated Notes
for the benefit of the Trust and the holders of the Trust Securities. The
payment of distributions out of money held by the Trust, and payments upon
redemption of the Preferred Securities or liquidation of the Trust, are
guaranteed by the Company on a subordinated basis as and to the extent described
under "Description of the Guarantees" in the accompanying Prospectus. The
Guarantee does not cover payment of distributions on the Preferred Securities
when the Trust does not have legally and immediately available funds sufficient
to make such distributions. In such event, the remedy of a holder of Preferred
Securities is to direct the Property Trustee to enforce its rights under the
Series E Junior Subordinated Notes. In addition, a holder of Preferred
Securities may institute a legal proceeding directly against the Company,
without first instituting a legal proceeding against the Property Trustee or any
other person or entity, for enforcement of payment to such holder of principal
of or interest on the Series E Junior Subordinated Notes having a principal
amount equal to the aggregate stated liquidation amount of the Preferred
Securities of such holder on or after the due dates specified in the Series E
Junior Subordinated Notes. The above mechanisms and obligations, together with
the Company's obligations under the Agreement as to Expenses and Liabilities,
constitute a full and unconditional guarantee by the Company of payments due on
the Preferred Securities. See "-- Voting Rights" below.

DISTRIBUTIONS

     Distributions on the Preferred Securities will be fixed at the Securities
Rate and will accrue from the Issue Date and, except in the event of an
Extension Period (as defined below), will be payable quarterly in arrears on
March 31, June 30, September 30 and December 31 of each year commencing
September 30, 2002. In the event that any date on which distributions are to be
made on the Preferred Securities is not a Business Day, then payment of the
distributions payable on such date will be made on the next succeeding day that
is a Business Day (and without any interest or other payment in respect of any
such delay), except that, if such Business Day is in the next succeeding
calendar year, such payment shall be made on the immediately preceding Business
Day, in each case with the same force and effect as if made on such date. A
"Business Day" shall mean any day other than a Saturday or Sunday, a day on
which banks in New York City are authorized or obligated by law or executive
order to remain closed or a day on which the principal corporate trust office of
the Property Trustee or the Indenture Trustee is closed for business.

     Distributions payable on any Distribution Date will be payable to the
holders of record on the Record Date for such Distribution Date. "Record Date"
means (i) as long as the Preferred Securities remain in book-entry form only,
the close of business on the Business Day immediately preceding a Distribution
Date or (ii) if the Preferred Securities are no longer in book-entry form, the
close of business on the fifteenth calendar day preceding a Distribution Date.
Subject to any applicable laws and regulations and the provisions of the Trust
Agreement, each such payment will be made as described under "-- Book-Entry Only
Issuance -- The Depository Trust Company" below. The amount of distributions
payable for any period will be computed on the basis of a 360-day year of twelve
30-day months.

     The Company has the right under the Subordinated Note Indenture to defer
payments of interest on the Series E Junior Subordinated Notes by extending the
interest payment period from time to time on the Series E Junior Subordinated
Notes (each, an "Extension Period") which, if exercised, would defer quarterly
distributions on the Preferred Securities during any such extended interest
payment period. Deferred

                                       S-11






installments of interest on the Series E Junior Subordinated Notes will bear
interest, compounded quarterly, at a rate per annum equal to the Securities Rate
(to the extent permitted by law). If distributions are deferred, the deferred
distributions and accrued interest thereon shall be paid, if funds are legally
available therefor, to holders of record of the Preferred Securities as they
appear on the books and records of the Trust on the Record Date next following
the termination of such Extension Period. See "Description of the Series E
Junior Subordinated Notes -- Interest" and "-- Option to Extend Interest Payment
Period."

     Distributions on the Preferred Securities must be paid on the Distribution
Dates to the extent that the Trust has funds legally and immediately available
for the payment of such distributions. The Trust's funds available for
distribution to the holders of the Preferred Securities will be limited to
payments received under the Series E Junior Subordinated Notes. See "Description
of the Series E Junior Subordinated Notes."

REDEMPTION

     The Preferred Securities are subject to mandatory redemption upon repayment
of the Series E Junior Subordinated Notes at maturity or their earlier
redemption. The Series E Junior Subordinated Notes will mature on March 31, 2042
and may be redeemed, in whole or in part, at the option of the Company, at any
time on or after June 21, 2007 or at any time in whole, but not in part upon the
occurrence of a Special Event (as defined below). Upon the repayment of the
Series E Junior Subordinated Notes, whether at maturity or upon redemption, the
proceeds from such repayment or payment shall simultaneously be applied to
redeem a like amount of Trust Securities upon not less than 30 nor more than 60
days' notice, at the Redemption Price (as defined below). See "Description of
the Series E Junior Subordinated Notes -- Optional Redemption." If a partial
redemption of the Series E Junior Subordinated Notes would result in the
delisting of the Preferred Securities, the Company may only redeem the Series E
Junior Subordinated Notes in whole. In the event that fewer than all of the
outstanding Trust Securities are to be redeemed, the Preferred Securities to be
redeemed will be selected as described under "-- Book-Entry Only Issuance -- The
Depository Trust Company" below. If the Preferred Securities are no longer in
book-entry only form, the Preferred Securities to be redeemed will be selected
by such method as the Property Trustee shall deem fair and appropriate and which
may provide for the selection for redemption of portions (equal to $25 or
integral multiples thereof) of the aggregate liquidation amount of Preferred
Securities of a denomination larger than $25; provided, however, that before
undertaking the redemption of the Preferred Securities on other than a pro rata
basis, the Property Trustee shall have received an opinion of counsel that the
status of the Trust as a grantor trust for federal income tax purposes would not
be adversely affected.

     The Redemption Price for each Preferred Security shall equal the stated
liquidation amount of $25 plus accrued and unpaid distributions thereon to the
date of payment.

SPECIAL EVENT REDEMPTION; DISTRIBUTION OF SERIES E JUNIOR SUBORDINATED NOTES

     Upon the occurrence of a Special Event at any time, the Company will have
the option to redeem the Series E Junior Subordinated Notes in whole, but not in
part (and thus cause the redemption of the Preferred Securities in whole). A
Special Event is either an Investment Company Act Event or a Tax Event.

     An "Investment Company Act Event" means that the Administrative Trustees
and the Company shall have received an opinion of independent counsel (which may
be counsel to the Company) to the effect that, as a result of a change in law or
regulation or a written change in interpretation or application of law or
regulation by any legislative body, court, governmental agency or regulatory
authority after the Issue Date, there is more than an insubstantial risk that
the Trust is or will be considered an investment company under the Investment
Company Act of 1940, as amended (the "1940 Act").

     "Tax Event" means that the Administrative Trustees and the Company shall
have received an opinion from independent tax counsel experienced in such
matters (which may be counsel to the Company) to the effect that, as a result of
(a) any amendment to, or change (including any announced prospective change) in,
the laws (or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein or (b) any amendment to, or
change in, an interpretation or application of such laws or regulations, there
is more than an insubstantial risk that (i) the Trust would be subject to United
States
                                       S-12






federal income tax with respect to income accrued or received on the Series E
Junior Subordinated Notes, (ii) interest payable on the Series E Junior
Subordinated Notes would not be deductible by the Company for United States
federal income tax purposes or (iii) the Trust would be subject to more than a
de minimis amount of other taxes, duties or other governmental charges, which
change or amendment becomes effective on or after the Issue Date.

     The Company will have the right at any time to terminate the Trust and,
after satisfaction of liabilities to creditors of the Trust, if any, cause the
Series E Junior Subordinated Notes to be distributed to the holders of the
Preferred Securities in liquidation of the Trust. See "-- Liquidation
Distribution Upon Dissolution" below. This right is optional and wholly within
the discretion of the Company. Circumstances under which the Company may
determine to exercise such right could include the occurrence of an Investment
Company Act Event or a Tax Event, adverse tax consequences to the Company or the
Trust that are not within the definition of a Tax Event because they do not
result from an amendment or change described in such definition, and changes in
the accounting requirements applicable to the Preferred Securities as described
under "Accounting Treatment."

     If Series E Junior Subordinated Notes are distributed to the holders of the
Preferred Securities, the Company will use its best efforts to have the Series E
Junior Subordinated Notes listed on the NYSE or on such other exchange as the
Preferred Securities are then listed. After the date for any distribution of
Series E Junior Subordinated Notes upon termination of the Trust, (i) the
Preferred Securities and the Guarantee will no longer be deemed to be
outstanding, (ii) the depositary or its nominee, as the record holder of the
Preferred Securities, will receive a registered global certificate or
certificates representing the Series E Junior Subordinated Notes to be delivered
upon such distribution and (iii) any certificates representing Preferred
Securities and the Guarantee not held by the depositary or its nominee will be
deemed to represent Series E Junior Subordinated Notes having an aggregate
principal amount equal to the aggregate stated liquidation amount of, with an
interest rate identical to the Securities Rate of, and accrued and unpaid
interest equal to accrued and unpaid distributions on, such Preferred
Securities, until such certificates are presented to the Company or its agent
for transfer or reissuance.

     There can be no assurance as to the market prices for the Preferred
Securities or the Series E Junior Subordinated Notes that may be distributed in
exchange for the Preferred Securities if a termination and liquidation of the
Trust were to occur. Accordingly, the Preferred Securities that an investor may
purchase, or the Series E Junior Subordinated Notes that the investor may
receive on termination and liquidation of the Trust, may trade at a discount to
the price that the investor paid to purchase the Preferred Securities offered
hereby.

REDEMPTION PROCEDURES

     In the event that fewer than all of the Trust Securities are to be
redeemed, then the aggregate liquidation amount of the Trust Securities to be
redeemed shall be allocated 97% to the Preferred Securities and 3% to the Common
Securities.

     The Preferred Securities redeemed on each redemption date shall be redeemed
at the Redemption Price with the proceeds from the contemporaneous redemption of
the Series E Junior Subordinated Notes. The Redemption Price of Preferred
Securities shall be deemed payable on each redemption date only to the extent
that the Trust has funds legally and immediately available for payment of such
Redemption Price.

     If the Property Trustee gives a notice of redemption in respect of
Preferred Securities (which notice will be irrevocable), then, by 2:00 P.M., New
York City time, on the redemption date, subject to the immediately preceding
paragraph, the Property Trustee will irrevocably deposit with the securities
depositary, so long as the Preferred Securities are in book-entry only form,
sufficient funds to pay the applicable Redemption Price. See "-- Book-Entry Only
Issuance -- The Depository Trust Company" below. If the Preferred Securities are
no longer in book-entry only form, the Property Trustee, subject to the
immediately preceding paragraph, shall irrevocably deposit with the Paying Agent
(as defined below) funds sufficient to pay the applicable Redemption Price and
will give the Paying Agent irrevocable instructions to pay the Redemption Price
to the holders thereof upon surrender of their Preferred Securities
certificates. If notice of redemption shall have
                                       S-13






been given and funds deposited as required, then immediately prior to the close
of business on the date of such deposit, distributions will cease to accrue and
all rights of holders of such Preferred Securities so called for redemption will
cease, except the right of the holders of such Preferred Securities to receive
the Redemption Price, but without interest on such Redemption Price. In the
event that any date fixed for redemption of Preferred Securities is not a
Business Day, then payment of the Redemption Price payable on such date will be
made on the next succeeding day which is a Business Day (and without any
interest or other payment in respect of any such delay), except that, if such
Business Day falls in the next calendar year, such payment will be made on the
immediately preceding Business Day. In the event that payment of the Redemption
Price in respect of Preferred Securities is improperly withheld or refused and
not paid either by the Trust or by the Company pursuant to the Guarantee,
distributions on such Preferred Securities will continue to accrue at the then
applicable rate, from such redemption date originally established by the Trust
for such Preferred Securities to the date such Redemption Price is actually
paid. See "-- Events of Default" below, "Relationship Among the Preferred
Securities, the Series E Junior Subordinated Notes and the Guarantee" below and
"Description of the Guarantees -- Events of Default" in the accompanying
Prospectus.

     Subject to the foregoing and to applicable law (including, without
limitation, United States federal securities laws), the Company or its
affiliates may, at any time and from time to time, purchase outstanding
Preferred Securities by tender, in the open market or by private agreement.

BOOK-ENTRY ONLY ISSUANCE -- THE DEPOSITORY TRUST COMPANY

     DTC will act as the initial securities depositary for the Preferred
Securities. The Preferred Securities will be issued only as fully registered
securities registered in the name of Cede & Co., DTC's nominee. One or more
fully registered global Preferred Securities certificates will be issued,
representing in the aggregate the total number of Preferred Securities, and will
be deposited with DTC.

     DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934, as amended (the "1934 Act"). DTC holds securities that its
participants ("Participants") deposit with DTC. DTC also facilitates the
settlement among Participants of securities transactions, such as transfers and
pledges, in deposited securities through electronic computerized book-entry
changes in Participants' accounts, thereby eliminating the need for physical
movement of securities certificates. Direct Participants include securities
brokers and dealers, banks, trust companies, clearing corporations and certain
other organizations ("Direct Participants"). DTC is owned by a number of its
Direct Participants and by the NYSE, the American Stock Exchange, Inc., and the
National Association of Securities Dealers, Inc. Access to the DTC system is
also available to others such as securities brokers and dealers, banks and trust
companies that clear through or maintain a custodial relationship with a Direct
Participant, either directly or indirectly ("Indirect Participants"). The rules
applicable to DTC and its Participants are on file with the Securities and
Exchange Commission (the "Commission").

     Purchases of Preferred Securities within the DTC system must be made by or
through Direct Participants, which will receive a credit for the Preferred
Securities on DTC's records. The ownership interest of each actual purchaser of
Preferred Securities ("Beneficial Owner") is in turn to be recorded on the
Direct and Indirect Participants' records. Beneficial Owners will not receive
written confirmation from DTC of their purchases, but Beneficial Owners are
expected to receive written confirmations providing details of the transactions,
as well as periodic statements of their holdings, from the Direct or Indirect
Participants through which the Beneficial Owners purchased Preferred Securities.
Transfers of ownership interests in the Preferred Securities are to be
accomplished by entries made on the books of Participants acting on behalf of
Beneficial Owners. Beneficial Owners will not receive certificates representing
their ownership interests in Preferred Securities, except in the event that use
of the book-entry system for the Preferred Securities is discontinued.

     DTC has no knowledge of the actual Beneficial Owners of the Preferred
Securities. DTC's records reflect only the identity of the Direct Participants
to whose accounts such Preferred Securities are credited, which

                                       S-14






may or may not be the Beneficial Owners. The Participants will remain
responsible for keeping account of their holdings on behalf of their customers.

     Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.

     Redemption notices shall be sent to DTC. If less than all of the Preferred
Securities are being redeemed, DTC will reduce the amount of the interest of
each Direct Participant in the Preferred Securities in accordance with its
procedures.

     Although voting with respect to the Preferred Securities is limited, in
those cases where a vote is required, neither DTC nor Cede & Co. will itself
consent or vote with respect to Preferred Securities. Under its usual
procedures, DTC would mail an Omnibus Proxy to the Trust as soon as possible
after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or
voting rights to those Direct Participants to whose accounts the Preferred
Securities are credited on the record date (identified in a listing attached to
the Omnibus Proxy).

     Distribution payments on the Preferred Securities will be made to DTC.
DTC's practice is to credit Direct Participants' accounts on the relevant
payment date in accordance with their respective holdings shown on DTC's records
unless DTC has reason to believe that it will not receive payments on such
payment date. Payments by Participants to Beneficial Owners will be governed by
standing instructions and customary practices, as is the case with securities
held for the account of customers registered in "street name," and will be the
responsibility of such Participant and not of DTC, the Trust, any trustee or the
Company, subject to any statutory or regulatory requirements as may be in effect
from time to time. Payment of distributions to DTC is the responsibility of the
Trust, disbursement of such payments to Direct Participants is the
responsibility of DTC, and disbursement of such payments to the Beneficial
Owners is the responsibility of Direct and Indirect Participants.

     Except as provided herein, a Beneficial Owner in a global Preferred
Security will not be entitled to receive physical delivery of Preferred
Securities. Accordingly, each Beneficial Owner must rely on the procedures of
DTC to exercise any rights under the Preferred Securities. The laws of some
jurisdictions require that certain purchasers of securities take physical
delivery of securities in definitive form. Such laws may impair the ability to
transfer beneficial interests in a global Preferred Security.

     DTC may discontinue providing its services as securities depositary with
respect to the Preferred Securities at any time by giving reasonable notice to
the Trust. Under such circumstances, in the event that a successor securities
depositary is not obtained, Preferred Securities certificates will be printed
and delivered to the holders of record. Additionally, the Company may decide to
discontinue use of the system of book-entry transfers through DTC (or a
successor depositary) with respect to the Preferred Securities. In that event,
certificates for the Preferred Securities will be printed and delivered to the
holders of record.

     The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that the Company and the Trust believe to be
reliable, but the Company and the Trust take no responsibility for the accuracy
thereof. The Trust has no responsibility for the performance by DTC or its
Participants of their respective obligations as described herein or under the
rules and procedures governing their respective operations.

LIQUIDATION DISTRIBUTION UPON DISSOLUTION

     Pursuant to the Trust Agreement, the Trust shall terminate on December 31,
2042, or earlier upon (i) the occurrence of a Bankruptcy Event (as defined in
the Trust Agreement) in respect of the Company, dissolution or liquidation of
the Company, or dissolution of the Trust pursuant to a judicial decree; (ii) the
delivery of written direction to the Property Trustee by the Company, as
Depositor, at any time (which direction is optional and wholly within the
discretion of the Company, as Depositor) to terminate the Trust and distribute
the Series E Junior Subordinated Notes to the holders of the Trust Securities in
liquidation of
                                       S-15






the Trust (see "-- Special Event Redemption; Distribution of Series E Junior
Subordinated Notes" above); or (iii) the payment at maturity or redemption of
all of the Series E Junior Subordinated Notes, and the consequent payment of the
Trust Securities.

     If an early termination occurs as described in clause (i) or (ii) above,
the Trust shall be liquidated, and the Property Trustee shall distribute to each
holder of Preferred Securities and Common Securities a like amount of Series E
Junior Subordinated Notes, unless in the case of an event described in clause
(i) such distribution is determined by the Administrative Trustees not to be
practical, in which event such holders will be entitled to receive, out of the
assets of the Trust available for distribution to holders after satisfaction of
liabilities to creditors, an amount equal to the aggregate of the stated
liquidation preference of $25 per Trust Security plus accrued and unpaid
distributions thereon to the date of payment (such amount being the "Liquidation
Distribution"). If such Liquidation Distribution can be paid only in part
because the Trust has insufficient assets available to pay in full the aggregate
Liquidation Distribution, then subject to the next succeeding sentence, the
amounts payable directly by the Trust on the Trust Securities shall be paid on a
pro rata basis. The holder of the Common Securities will be entitled to receive
distributions upon any such dissolution pro rata with the holders of the
Preferred Securities, except that if a Subordinated Note Indenture Event of
Default has occurred and is continuing, the holders of Preferred Securities
shall have a preference over the holders of Common Securities.

EVENTS OF DEFAULT

     Any one of the following events constitutes an "Event of Default" under the
Trust Agreement ("Trust Agreement Event of Default") with respect to the Trust
Securities issued thereunder (whatever the reason for such Event of Default, and
whether it shall be voluntary or involuntary or be effected by operation of law
or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

          (i) the occurrence of an "Event of Default" as defined in Section 501
     of the Subordinated Note Indenture ("Subordinated Note Indenture Event of
     Default") (see "Description of the Junior Subordinated Notes -- Events of
     Default" in the accompanying Prospectus); or

          (ii) default by the Trust in the payment of any distribution when it
     becomes due and payable, and the continuation of such default for a period
     of 30 days; or

          (iii) default by the Trust in the payment of any Redemption Price of
     any Preferred Security or Common Security when it becomes due and payable;
     or

          (iv) default in the performance, or breach, of any covenant or
     warranty of the Securities Trustees in the Trust Agreement (other than a
     covenant or warranty a default in the performance of which or the breach of
     which is dealt with in clause (ii) or (iii) above), and continuation of
     such default or breach for a period of 60 days after there has been given,
     by registered or certified mail, to such Securities Trustees by the holders
     of at least 10% in liquidation amount of the outstanding Preferred
     Securities a written notice specifying such default or breach and requiring
     it to be remedied and stating that such notice is a "Notice of Default"
     under the Trust Agreement; or

          (v) the occurrence of certain events of bankruptcy or insolvency with
     respect to the Trust.

     Within 90 days after the occurrence of any Trust Agreement Event of
Default, the Property Trustee shall transmit notice of any default known to the
Property Trustee to the holders of Trust Securities and the Company, unless such
Trust Agreement Event of Default shall have been cured or waived.

     If a Trust Agreement Event of Default occurs and is continuing, then,
pursuant to the Trust Agreement, holders of a majority in aggregate liquidation
amount of Preferred Securities have the right to direct the exercise of any
trust or power conferred upon the Property Trustee under the Trust Agreement,
including the right to direct the Property Trustee under the Trust Agreement to
exercise the remedies available to it as holder of the Series E Junior
Subordinated Notes. If the Property Trustee fails to enforce its rights under
the Series E Junior Subordinated Notes, a holder of Preferred Securities may, to
the fullest extent permitted by

                                       S-16






applicable law, institute a legal proceeding directly against the Company to
enforce its rights under the Trust Agreement without first instituting any legal
proceeding against the Property Trustee or the Trust. Notwithstanding the
foregoing, a holder of Preferred Securities may institute a legal proceeding
directly against the Company, without first instituting a legal proceeding
against the Property Trustee or any other person or entity, for enforcement of
payment to such holder of principal of or interest on the Series E Junior
Subordinated Notes having a principal amount equal to the aggregate stated
liquidation amount of the Preferred Securities of such holder on or after the
due dates specified in the Series E Junior Subordinated Notes. See "Relationship
Among the Preferred Securities, the Series E Junior Subordinated Notes and the
Guarantee" herein and "Description of the Guarantees -- Events of Default" in
the accompanying Prospectus.

     Unless a Subordinated Note Indenture Event of Default shall have occurred
and be continuing, the Securities Trustees may be removed at any time by act of
the holder of the Common Securities. If a Subordinated Note Indenture Event of
Default has occurred and is continuing, any Securities Trustee may be removed at
such time by act of the holders of a majority in liquidation amount of the
Preferred Securities, delivered to the appropriate Securities Trustee (in its
individual capacity and on behalf of the Trust). No resignation or removal of
any Securities Trustee and no appointment of a successor shall be effective
until the acceptance of appointment by the successor Trustee in accordance with
the requirements of the Trust Agreement.

     If a Subordinated Note Indenture Event of Default has occurred and is
continuing, the holders of Preferred Securities shall have a preference over the
holders of Common Securities upon dissolution of the Trust as described above.
See "-- Liquidation Distribution Upon Dissolution."

VOTING RIGHTS

     Except as provided below and under "Description of the Guarantees --
Amendments and Assignment" in the accompanying Prospectus and as otherwise
required by law and the Trust Agreement, the holders of the Preferred Securities
will have no voting rights.

     If any proposed amendment to the Trust Agreement provides for, or the
Securities Trustees otherwise propose to effect, (i) any action that would
adversely affect the powers, preferences or special rights of the Preferred
Securities, whether by way of amendment to the Trust Agreement or otherwise, or
(ii) the dissolution, winding-up or termination of the Trust, other than
pursuant to the Trust Agreement, then the holders of outstanding Preferred
Securities will be entitled to vote as a class on such amendment or proposal of
the Securities Trustees, and such amendment or proposal shall not be effective
except with the approval of the holders of at least 66 2/3% in liquidation
amount of such outstanding Preferred Securities.

     So long as any Series E Junior Subordinated Notes are held by the Property
Trustee, the Securities Trustees shall not (i) direct the time, method and place
of conducting any proceeding for any remedy available to the Indenture Trustee,
or executing any trust or power conferred on the Indenture Trustee with respect
to the Series E Junior Subordinated Notes, (ii) waive any past default which is
waivable under Section 513 of the Subordinated Note Indenture, (iii) exercise
any right to rescind or annul a declaration that the principal of all the Series
E Junior Subordinated Notes shall be due and payable, or (iv) consent to any
amendment, modification or termination of the Subordinated Note Indenture or the
Series E Junior Subordinated Notes, where such consent shall be required, or to
any other action, as the holder of the Series E Junior Subordinated Notes, under
the Subordinated Note Indenture, without, in each case, obtaining the prior
approval of the holders of at least 66 2/3% in liquidation amount of the
outstanding Preferred Securities; provided, however, that where a consent under
the Subordinated Note Indenture would require the consent of each holder of
Series E Junior Subordinated Notes affected thereby, no such consent shall be
given by the Securities Trustees without the prior consent of each holder of
Preferred Securities. The Securities Trustees shall not revoke any action
previously authorized or approved by a vote of the holders of the Preferred
Securities, except pursuant to a subsequent vote of such holders. The Property
Trustee shall notify all holders of the Preferred Securities of any notice of
default received from the Indenture Trustee with respect to the Series E Junior
Subordinated Notes. In addition to obtaining the foregoing approvals of the
holders of the

                                       S-17






Preferred Securities, prior to taking any of the foregoing actions, the
Securities Trustees shall obtain an opinion of counsel experienced in such
matters to the effect that the Trust will not be classified as other than a
grantor trust for federal income tax purposes on account of such action.

     Any required approval of holders of Preferred Securities may be given at a
separate meeting of holders of Preferred Securities convened for such purpose or
pursuant to written consent. The Administrative Trustees will cause a notice of
any meeting at which holders of Preferred Securities are entitled to vote to be
given to each holder of record of Preferred Securities in the manner set forth
in the Trust Agreement.

     Notwithstanding that holders of Preferred Securities are entitled to vote
or consent under any of the circumstances described above, any of the Preferred
Securities that are owned by the Company, the Securities Trustees or any
affiliate of the Company or any Securities Trustee shall, for purposes of such
vote or consent, be treated as if they were not outstanding.

CO-PROPERTY TRUSTEES AND SEPARATE PROPERTY TRUSTEE

     At any time or times, for the purpose of meeting the legal requirements of
the 1939 Act or of any jurisdiction in which any part of the Trust Property may
at the time be located, the holder of the Common Securities and the Property
Trustee shall have power to appoint, and upon the written request of the
Property Trustee, the Company, as Depositor, shall for such purpose join with
the Property Trustee in the execution, delivery and performance of all
instruments and agreements necessary or proper to appoint, one or more persons
approved by the Property Trustee either to act as co-property trustee, jointly
with the Property Trustee, of all or any part of such Trust Property, or to act
as separate trustee of any such property, in either case with such powers as may
be provided in the instrument of appointment, and to vest in such person or
persons in such capacity, any property, title, right or power deemed necessary
or desirable, subject to the provisions of the Trust Agreement. If the Company,
as Depositor, does not join in such appointment within 15 days after the receipt
by it of a request so to do, or in case a Subordinated Note Indenture Event of
Default has occurred and is continuing, the Property Trustee alone shall have
power to make such appointment.

AMENDMENT OF THE TRUST AGREEMENT

     The Trust Agreement may be amended from time to time by the Company and the
Securities Trustees without the consent of the holders of the Trust Securities
(i) to cure any ambiguity, correct or supplement any provision therein which may
be inconsistent with any other provision therein, or to make any other
provisions with respect to matters or questions arising under the Trust
Agreement, which shall not be inconsistent with the other provisions of the
Trust Agreement, provided that the amendment does not adversely affect in any
material respect the interests of any holder of Trust Securities, or (ii) to
modify, eliminate or add to any provisions of the Trust Agreement to such extent
as shall be necessary to ensure that the Trust will not be classified as other
than a grantor trust for federal income tax purposes. Except as provided in the
succeeding paragraph, other amendments to the Trust Agreement may be made (i)
upon approval of the holders of not less than 66 2/3% in aggregate liquidation
amount of the Trust Securities then outstanding and (ii) upon receipt by the
Securities Trustees of an opinion of counsel to the effect that such amendment
will not affect the Trust's status as a grantor trust or the Trust's exemption
from the 1940 Act.

     Notwithstanding the foregoing, without the consent of each affected holder
of Trust Securities, the Trust Agreement may not be amended to (i) change the
amount or timing of any distribution on the Trust Securities or otherwise
adversely affect the amount of any distribution required to be made in respect
of the Trust Securities as of a specified date, (ii) restrict the right of a
holder of Trust Securities to institute suit for the enforcement of any such
payment on or after such date or (iii) change the consent required to amend the
Trust Agreement.

MERGERS, CONSOLIDATIONS OR AMALGAMATIONS

     The Trust may not consolidate, amalgamate, merge with or into, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any corporation or other body, except as
described below. The Trust may at the request of the Company, with the consent
of the Administrative Trustees and
                                       S-18






without the consent of the holders of the Trust Securities, consolidate,
amalgamate, merge with or into, or be replaced by a trust organized as such
under the laws of any state; provided, that (i) such successor entity either (A)
expressly assumes all of the obligations of the Trust with respect to the Trust
Securities or (B) substitutes for the Preferred Securities other securities
having substantially the same terms as the Trust Securities (the "Successor
Securities") so long as the Successor Securities rank the same as the Trust
Securities rank in priority with respect to distributions and payments upon
liquidation, redemption and otherwise, (ii) the Company expressly appoints a
trustee of such successor entity possessing the same powers and duties as the
Property Trustee as the holder of the Series E Junior Subordinated Notes, (iii)
the Preferred Securities or any Successor Securities are listed, or any
Successor Securities will be listed upon notification of issuance, on any
national securities exchange or other organization on which the Preferred
Securities are then listed, (iv) such merger, consolidation, amalgamation or
replacement does not cause the Preferred Securities (including any Successor
Securities) to be downgraded by any nationally recognized statistical rating
organization, (v) such merger, consolidation, amalgamation or replacement does
not adversely affect the rights, preferences and privileges of the holders of
the Trust Securities (including any Successor Securities) in any material
respect, (vi) such successor entity has a purpose substantially identical to
that of the Trust, (vii) prior to such merger, consolidation, amalgamation or
replacement, the Company has received an opinion of counsel to the effect that
(A) such merger, consolidation, amalgamation or replacement does not adversely
affect the rights, preferences and privileges of the holders of the Trust
Securities (including any Successor Securities) in any material respect, and (B)
following such merger, consolidation, amalgamation or replacement, neither the
Trust nor such successor entity will be required to register as an investment
company under the 1940 Act, and (viii) the Company guarantees the obligations of
such successor entity under the Successor Securities at least to the extent
provided by the Guarantee. Notwithstanding the foregoing, the Trust shall not,
except with the consent of holders of 100% in liquidation amount of the Trust
Securities, consolidate, amalgamate, merge with or into, or be replaced by any
other entity or permit any other entity to consolidate, amalgamate, merge with
or into, or replace it if such consolidation, amalgamation, merger or
replacement would cause the Trust or the successor entity to be classified as
other than a grantor trust for federal income tax purposes.

     Any corporation or other body into which any of the Property Trustee, the
Delaware Trustee or any Administrative Trustee that is not a natural person may
be merged or converted or with which it may be consolidated, or any corporation
or other body resulting from any merger, conversion or consolidation to which
any such Securities Trustee shall be a party, or any corporation or other body
succeeding to all or substantially all the corporate trust business of any such
Securities Trustee, shall be the successor of such Securities Trustee under the
Trust Agreement, provided such corporation is otherwise qualified and eligible
under the Trust Agreement.

PAYMENT AND PAYING AGENT

     So long as DTC is acting as securities depositary for the Preferred
Securities, payments in respect of the Preferred Securities shall be made to
DTC, which is to credit the relevant accounts at DTC on the applicable
Distribution Dates. If the Preferred Securities are not held by DTC, such
payments shall be made by check mailed to the address of the holder entitled
thereto as such address shall appear on the Securities Register (as such term is
defined in the Trust Agreement). The Paying Agent shall initially be the
Property Trustee. The Paying Agent shall be permitted to resign as Paying Agent
upon 30 days' written notice to the Administrative Trustees and the Company. In
such event, the Administrative Trustees shall appoint a successor to act as
Paying Agent.

REGISTRAR AND TRANSFER AGENT

     It is anticipated that the Property Trustee, or one of its affiliates, will
act as registrar and transfer agent (the "Securities Registrar") for the
Preferred Securities.

     Registration of transfers of Preferred Securities will be effected without
charge by or on behalf of the Trust, but upon payment in respect of any tax or
other governmental charges which may be imposed in relation to it.
                                       S-19






     The Securities Registrar will not be required to register or cause to be
registered any transfer of Preferred Securities after they have been called for
redemption.

INFORMATION CONCERNING THE PROPERTY TRUSTEE

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

     JPMorgan Chase Bank, the Property Trustee, also serves as Indenture Trustee
and Guarantee Trustee. The Company and certain of its affiliates maintain
deposit accounts and banking relationships with JPMorgan Chase Bank. JPMorgan
Chase Bank serves as trustee under other indentures pursuant to which securities
of the Company and affiliates of the Company are outstanding.

GOVERNING LAW

     The Trust Agreement and the Trust Securities will be governed by, and
construed in accordance with, the internal laws of the State of Delaware;
provided that the immunities and standard of care of the Property Trustee shall
be governed by New York law.

MISCELLANEOUS

     The Administrative Trustees are authorized and directed to operate the
Trust so that the Trust will not be deemed to be an "investment company"
required to be registered under the 1940 Act or taxed as other than a grantor
trust for federal income tax purposes and so that the Series E Junior
Subordinated Notes will be treated as indebtedness of the Company for federal
income tax purposes. In this connection, the Administrative Trustees and the
Company are authorized to take any action, not inconsistent with applicable law,
the Trust's certificate of trust or the Trust Agreement, that the Administrative
Trustees and the Company determine in their discretion to be necessary or
desirable for such purposes, as long as such action does not materially and
adversely affect the interests of the holders of the Preferred Securities.

             DESCRIPTION OF THE SERIES E JUNIOR SUBORDINATED NOTES

     Set forth below is a description of the specific terms of the Series E
Junior Subordinated Notes. This description supplements, and should be read
together with, the description of the general terms and provisions of the Junior
Subordinated Notes set forth in the accompanying Prospectus under the caption
"Description of the Junior Subordinated Notes." The following description does
not purport to be complete and is subject to, and is qualified in its entirety
by reference to, the description in the accompanying Prospectus and the
Subordinated Note Indenture.

GENERAL

     The Series E Junior Subordinated Notes will be issued as a series of Junior
Subordinated Notes under the Subordinated Note Indenture. The Series E Junior
Subordinated Notes will be limited in aggregate principal amount to
$412,371,150, or $474,226,825 aggregate principal amount if the Underwriters
purchase all the additional Preferred Securities they are entitled to purchase
to cover their overallotments, such amount being the approximate aggregate
liquidation amount of the Trust Securities.

     The entire principal amount of the Series E Junior Subordinated Notes will
mature and become due and payable, together with any accrued and unpaid interest
thereon, including Additional Interest (see "Descrip-

                                       S-20






tion of the Junior Subordinated Notes -- Additional Interest" in the
accompanying Prospectus), if any, on March 31, 2042. The Series E Junior
Subordinated Notes are not subject to any sinking fund provision.

     The terms of the Series E Junior Subordinated Notes correspond to those of
the Preferred Securities, as described herein.

OPTIONAL REDEMPTION

     The Company shall have the right to redeem the Series E Junior Subordinated
Notes, in whole or in part, without premium, from time to time, on or after June
21, 2007, or at any time in whole, but not in part, upon the occurrence of a
Special Event as described under "Description of the Preferred Securities --
Special Event Redemption; Distribution of Series E Junior Subordinated Notes,"
upon not less than 30 nor more than 60 days' notice, at a Redemption Price equal
to 100% of the principal amount to be redeemed plus any accrued and unpaid
interest, including Additional Interest, if any, to the redemption date. If a
partial redemption of the Series E Junior Subordinated Notes would result in the
delisting of the Preferred Securities, the Company may only redeem the Series E
Junior Subordinated Notes in whole.

INTEREST

     Each Series E Junior Subordinated Note shall bear interest at the
Securities Rate from the Issue Date, payable quarterly in arrears on March 31,
June 30, September 30 and December 31 of each year commencing September 30, 2002
to the person in whose name such Series E Junior Subordinated Note is registered
at the close of business (i) on the Business Day immediately preceding an
interest payment date if the Preferred Securities are in book-entry only form or
if the Series E Junior Subordinated Notes have been distributed to holders of
the Trust Securities and such Series E Junior Subordinated Notes are in
book-entry only form or (ii) on the fifteenth calendar day preceding an interest
payment date if both the Preferred Securities and the Series E Junior
Subordinated Notes are not in book-entry only form. The amount of interest
payable will be computed on the basis of a 360-day year of twelve 30-day months.
In the event that any date on which interest is payable on the Series E Junior
Subordinated Notes is not a Business Day, then payment of the interest payable
on such date will be made on the next succeeding day which is a Business Day
(and without any interest or other payment in respect of any such delay), except
that, if such Business Day is in the next succeeding calendar year, such payment
shall be made on the immediately preceding Business Day, in each case with the
same force and effect as if made on such date.

OPTION TO EXTEND INTEREST PAYMENT PERIOD

     The Company shall have the right at any time, and from time to time, to
defer payments of interest on the Series E Junior Subordinated Notes by
extending the interest payment period for up to 20 consecutive quarterly
periods, but not beyond the stated maturity date. At the end of an Extension
Period, the Company shall pay all interest then accrued and unpaid (together
with interest thereon at the Securities Rate compounded quarterly, to the extent
permitted by law) and all Additional Interest; provided, that if the Company
shall have given notice of its election to select an Extension Period, (a) the
Company shall not declare or pay any dividend or distribution on, or redeem,
purchase, acquire or make a liquidation payment with respect to, any of its
capital stock or make any guarantee payments with respect to the foregoing, and
(b) the Company shall not make any payment of interest, principal or premium, if
any, on or repay, repurchase or redeem any debt securities (including guarantees
other than the Guarantee) issued by the Company which rank equally with or
junior to the Series E Junior Subordinated Notes. Prior to the termination of
any Extension Period, the Company may further defer payments of interest by
extending the interest payment period, provided that such Extension Period,
together with all such previous and further extensions thereof, may not exceed
20 consecutive quarterly periods. Upon the termination of any Extension Period
and the payment of all amounts then due, the Company may select a new Extension
Period, subject to the above requirements. The Company has no present intention
of exercising its rights to defer payments of interest by extending the interest
payment period on the Series E Junior Subordinated Notes. See "Certain Federal
Income Tax Consequences -- Original Issue Discount."

                                       S-21






     The Company shall give the holder or holders of the Series E Junior
Subordinated Notes and the Indenture Trustee notice of its selection or
extension of an Extension Period at least one Business Day prior to the earlier
of (i) the record date relating to the interest payment date on which the
Extension Period is to commence or relating to the interest payment date on
which an Extension Period that is being extended would otherwise terminate or
(ii) the date the Company or the Trust is required to give notice to the NYSE or
other applicable self-regulatory organization of the record date or the date
such distributions are payable.

BOOK-ENTRY AND ISSUANCE

     If distributed to holders of Trust Securities in connection with the
voluntary or involuntary dissolution, winding-up or liquidation of the Trust,
the Series E Junior Subordinated Notes are expected to be issued in the form of
one or more global certificates registered in the name of the securities
depositary or its nominee. In such event, the procedures applicable to the
transfer and payment of the Series E Junior Subordinated Notes are expected to
be substantially similar to those described with respect to the Preferred
Securities in "Description of the Preferred Securities -- Book-Entry Only
Issuance -- The Depository Trust Company."

                  RELATIONSHIP AMONG THE PREFERRED SECURITIES,
            THE SERIES E JUNIOR SUBORDINATED NOTES AND THE GUARANTEE

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

     Payments of distributions (to the extent funds therefor are legally and
immediately available) and other payments due on the Preferred Securities (to
the extent funds therefor are legally and immediately available) are guaranteed
by the Company as and to the extent set forth under "Description of the
Guarantees" in the accompanying Prospectus. If the Company does not make
interest payments on the Series E Junior Subordinated Notes, it is not expected
that the Trust will have sufficient funds to pay distributions on the Preferred
Securities. The Guarantee is a guarantee from the time of its issuance, but does
not apply to any payment of distributions unless and until the Trust has
sufficient funds legally and immediately available for the payment of such
distributions.

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

     If the Company fails to make payments under the Guarantee, the Guarantee
provides a mechanism whereby the holders of the Preferred Securities may direct
the Guarantee Trustee to enforce its rights
                                       S-22






thereunder. In addition, any holder of Preferred Securities may institute a
legal proceeding directly against the Company to enforce the Guarantee Trustee's
rights under the Guarantee without first instituting a legal proceeding against
the Guarantee Trustee or any other person or entity.

     The Guarantee, the Subordinated Note Indenture, the Series E Junior
Subordinated Notes, the Trust Agreement and the Agreement as to Expenses and
Liabilities, as described above, constitute a full and unconditional guarantee
by the Company of the payments due on the Preferred Securities.

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

     A default or event of default under any Senior Indebtedness would not
constitute a default or Event of Default under the Subordinated Note Indenture.
However, in the event of payment defaults under, or acceleration of, Senior
Indebtedness, the subordination provisions of the Series E Junior Subordinated
Notes provide that no payments may be made in respect of the Series E Junior
Subordinated Notes until such Senior Indebtedness has been paid in full or any
payment default thereunder has been cured or waived. Failure to make required
payments on the Series E Junior Subordinated Notes would constitute an Event of
Default under the Subordinated Note Indenture except that failure to make
interest payments on the Series E Junior Subordinated Notes will not be an Event
of Default during an Extension Period; provided, however, that any Extension
Period may not exceed 20 consecutive quarterly periods or extend beyond the
stated maturity of the Series E Junior Subordinated Notes.

                                       S-23






                    CERTAIN FEDERAL INCOME TAX CONSEQUENCES

     The following is a summary of the material United States federal income tax
consequences of the ownership and disposition of the Preferred Securities, but
does not purport to be a complete analysis of all the potential tax
considerations relating thereto. Unless otherwise stated, this summary deals
only with Preferred Securities held as capital assets by Holders (as defined
herein). The tax treatment of a Holder may vary depending on its particular
situation. This summary does not deal with special classes of Holders, such as
foreign persons, dealers in securities or currencies, banks, thrifts, real
estate investment trusts, regulated investment companies, insurance companies,
tax exempt organizations, persons holding Preferred Securities as part of a
straddle or as part of a hedging or conversion transaction or other integrated
investment, or persons whose functional currency is not the United States
dollar. Further, it does not include any description of alternative minimum tax
consequences or the tax laws of any state, local or foreign government that may
be applicable to the Preferred Securities. Prospective investors should consult
their own tax advisors with regard to the application of any state, local or
other tax laws. This summary is based on the Internal Revenue Code of 1986, as
amended (the "Code"), the Treasury regulations thereunder and administrative and
judicial interpretations thereof, all of the date hereof, and all of which are
subject to change (possibly on a retroactive basis). The authorities on which
this summary is based are subject to various interpretations, and it is
therefore possible that the federal income tax treatment of the ownership and
disposition of the Preferred Securities may differ from the treatment described
below. The Company has not sought any ruling from the Internal Revenue Service
(the "IRS") with respect to the statements made and the conclusions reached in
the following summary, and there can be no assurance that the IRS will agree
with such statements and conclusions. In addition, the IRS is not precluded from
asserting a contrary position. This summary does not consider the effect of any
applicable foreign, state, local or other tax laws.

     As used herein, the term "Holder" means a beneficial owner of Preferred
Securities, that is for United States federal income tax purposes: (i) a citizen
or resident (as defined in Section 7701(b) of the Code) of the United States,
(ii) a corporation, partnership or other entity created or organized under the
laws of the United States or a political subdivision thereof, (iii) an estate
the income of which is subject to federal income taxation regardless of its
source, or (iv) a trust if (a) a court within the United States is able to
exercise primary supervision over the administration of the trust and (b) one or
more United States persons have the authority to control all substantial
decisions of the trust.

TREATMENT OF THE TRUST AND PREFERRED SECURITIES FOR FEDERAL INCOME TAX PURPOSES

     The Trust will be treated as a "grantor trust" and not as an association
taxable as a corporation for federal income tax purposes. Thus, for federal
income tax purposes, each Holder will be treated as the beneficial owner of a
pro rata undivided interest in the Series E Junior Subordinated Notes and,
consequently, will be required to include in income the Holder's pro rata share
of the entire income from the Series E Junior Subordinated Notes. Each Holder
generally will determine its net income or loss with respect to the Trust in
accordance with its own method of accounting, although income arising from OID,
if any, must be taken into account under the accrual method of accounting even
if the Holder otherwise would use the cash receipts and disbursements method.
See "-- Original Issue Discount" below.

PAYMENT OF INTEREST

     Except as set forth below with respect to OID, if any, stated interest on a
Series E Junior Subordinated Note will generally be taxable to a Holder as
ordinary income at the time it is paid or accrued in accordance with the
Holder's own method of tax accounting.

ORIGINAL ISSUE DISCOUNT

     The terms of the Series E Junior Subordinated Notes permit the Company to
defer the payment of interest on the Series E Junior Subordinated Notes at any
time and from time to time by extending the interest payment period for up to 20
consecutive quarterly periods with respect to each Extension Period;

                                       S-24






provided, however, that no Extension Period may extend beyond the stated
maturity date of the Series E Junior Subordinated Notes.

     Under applicable Treasury regulations, a remote contingency that stated
interest will not be timely paid is ignored in determining whether a debt
instrument is issued with OID. While the law is not entirely clear, because the
Company's exercise of the option to defer payments of stated interest on the
Series E Junior Subordinated Notes would prevent the Company from paying
dividends on any class of stock, the Company believes that the likelihood of its
exercising its option to defer payments is remote within the meaning of the
regulations. As a result, each Holder should include in gross income such
Holder's allocable share of interest in the Series E Junior Subordinated Notes
in accordance with such Holder's method of tax accounting. It should be noted
that these regulations have not yet been addressed in any rulings or other
interpretations by the IRS. Accordingly, it is possible that the IRS could take
a position contrary to the interpretations described herein.

     Should the Company exercise its option to defer payments of interest, the
Series E Junior Subordinated Notes would, at that time, be treated as issued
with OID. Thereafter, the sum of the remaining interest payments on the Series E
Junior Subordinated Notes would be treated as OID, which a Holder would be
required to accrue and include in taxable income on an economic accrual basis
(regardless of the Holder's method of accounting for income tax purposes) over
the remaining term of the Series E Junior Subordinated Notes (including any
period of interest deferral), without regard to the timing of payments under the
Series E Junior Subordinated Notes. The amount a Holder would include in taxable
income would be determined on the basis of a constant yield method over the
remaining term of the Series E Junior Subordinated Notes and the actual receipt
of future payments of stated interest on the Series E Junior Subordinated Notes
would no longer be separately reported as taxable income. The total amount of
OID that would accrue during the deferred interest period would be approximately
equal to the amount of the cash payment due at the end of such period. Any OID
included in income would increase a Holder's adjusted tax basis in their
Preferred Securities, and a Holder's actual receipt of cash would reduce such
Holder's basis in the Preferred Securities.

MARKET DISCOUNT AND PREMIUM

     A purchaser of a Preferred Security at a discount from the liquidation
amount at maturity of such purchaser's pro rata share of the Series E Junior
Subordinated Notes acquires such Preferred Security with "market discount."
However, market discount with respect to a Preferred Security will be considered
to be zero if it is de minimis. Market discount will be de minimis with respect
to a Preferred Security if it is less than the product of (i) 0.25% of the
adjusted issue price of the purchaser's pro rata share of the Series E
Subordinated Notes multiplied by (ii) the number of complete years to maturity
of such Series E Subordinated Notes after the date of purchase. The purchaser of
a Preferred Security with more than a de minimis amount of market discount
generally will be required to treat any gain on the sale, exchange, redemption
or other disposition of all or part of the Preferred Securities (or related
Series E Junior Subordinated Notes) as ordinary income to the extent of accrued
(but not previously taxed) market discount. Market discount generally will
accrue ratably during the period from the date of purchase of such Preferred
Security to the maturity date of the Series E Junior Subordinated Notes unless
the Holder irrevocably elects to accrue such market discount on the basis of a
constant interest rate.

     A Holder who has acquired a Preferred Security at a market discount
generally will be required to defer any deductions of interest expense
attributable to any indebtedness incurred or continued to purchase or carry the
Preferred Security, to the extent such interest expense exceeds the related
interest income. Any such deferred interest expense generally will be allowable
as a deduction not later than the year in which the related market discount
income is recognized. As an alternative to the inclusion of market discount in
income upon disposition of all or a portion of a Preferred Security or the
related Series E Junior Subordinated Notes (including redemptions thereof), a
Holder may make an election (which may not be revoked without the IRS's consent)
to include market discount in income as it accrues on all market discount
instruments acquired by the Holder during or after the taxable year for which
the election is made. In that case, the preceding deferral rule for interest
expense will not apply.

                                       S-25






     In lieu of the foregoing treatment of market discount and interest expense,
a Holder may elect to treat any market discount (including a de minimis amount)
as OID and accrue such discount on a constant-yield basis in the same manner as
the Holder accrues OID.

     Prior to the exercise by the Company of its option to defer payments of
stated interest on the Series E Junior Subordinated Notes, a Holder that
acquires a Preferred Security for an amount that is greater than its Redemption
Price will be considered to have purchased the Preferred Security at a "premium"
equal to such excess and may elect (in accordance with applicable Code
provisions) to amortize such premium on a constant yield basis over the
remaining term of the Preferred Security (subject to special rules concerning
early call provisions). If an election to amortize the premium on a Preferred
Security, if any, is not made, the premium will decrease the gain or increase
the loss otherwise recognized on a taxable disposition of the Preferred
Security. Following the exercise by the Company of its option to defer payments
of stated interest on the Series E Junior Subordinated Notes, a Holder that has
acquired a Preferred Security for a purchase price in excess of its "adjusted
issue price" may generally apply such "acquisition premium" to reduce the amount
of OID required to be included in income. The "adjusted issue price" will
generally be equal to the original issue price of a Preferred Security increased
by the amount of OID previously includible in the gross income of any Holder and
decreased by any payments made after the Company has exercised its option to
defer payments.

CORPORATE HOLDERS

     Corporate Holders of Preferred Securities will not be entitled to a
dividends-received deduction for any income from the Preferred Securities.

SALE OF PREFERRED SECURITIES

     Upon the sale, retirement (including redemption) or other taxable
disposition of all or part of a Preferred Security, a Holder thereof will
recognize gain or loss equal to the difference between the amount realized on
such sale, retirement or other disposition and such Holder's adjusted tax basis
in the Preferred Security or part thereof. If the Holder disposes of a Preferred
Security prior to the occurrence of an Extension Period, any portion of the
amount received that is attributable to accrued interest will be treated as
interest income to the Holder and will not be treated as part of the amount
realized for purposes of determining gain or loss on the disposition of the
Preferred Security. Any recognized gain or loss will be capital gain or loss,
except to the extent of any accrued market discount. See "-- Market Discount and
Premium" above. The capital gain or loss will be long-term if the holding period
for the Preferred Security is more than one year at the time of sale, retirement
or other disposition. A Holder's adjusted tax basis in a Preferred Security
acquired by purchase will equal the cost of such Preferred Security to Holder,
increased by the amount of any related accrued OID and market discount included
in taxable income by the Holder and reduced by any prior payments on the Series
E Junior Subordinated Notes distributed on the Preferred Security. The
redemption of only part of a Preferred Security will require an allocation of
the Holder's adjusted tax basis in his pro rata share of the related Series E
Junior Subordinated Notes between the portion of the Series E Junior
Subordinated Notes redeemed and retained by the Holder in order to determine
gain or loss.

RECEIPT OF SERIES E JUNIOR SUBORDINATED NOTES UPON LIQUIDATION OF THE TRUST

     As described under "Description of the Preferred Securities -- Special
Event Redemption; Distribution of Series E Junior Subordinated Notes," Series E
Junior Subordinated Notes may be distributed to Holders in exchange for the
Preferred Securities and in liquidation of the Trust. Such a distribution would
be treated as a non-taxable event to each Holder and each Holder would receive
an aggregate tax basis in the Holder's Series E Junior Subordinated Notes equal
to the Holder's aggregate tax basis in its Preferred Securities. A Holder's
holding period with respect to the Series E Junior Subordinated Notes so
received in liquidation of the Trust would include the period for which the
Preferred Securities were held by such Holder.

                                       S-26






INFORMATION AND BACKUP WITHHOLDING

     Income on the Preferred Securities will be reported to Holders on Form
1099, which form should be mailed to Holders of Preferred Securities by January
31 following each calendar year. In addition, a Holder may be subject to "backup
withholding" under certain circumstances. Backup withholding applies to a Holder
if the Holder, among other things, (i) fails to furnish his social security
number or other taxpayer identification number ("TIN") to the payor responsible
for backup withholding (for example, the Holder's securities broker), (ii)
furnishes such payor an incorrect TIN, (iii) fails to provide such payor with a
certified statement, signed under penalties of perjury, that the TIN provided to
the payor is correct and that the Holder is not subject to backup withholding,
or (iv) fails to report properly interest and dividends on his tax return.
Backup withholding, however, does not apply to payments made to certain exempt
recipients, such as corporations and tax-exempt organizations. Backup
withholding applies to "reportable payments," which generally will include
distributions of interest and principal payments on the Series E Junior
Subordinated Notes. Currently, the backup withholding tax rate is 30%, but will
be gradually reduced to 28% by 2006.

EFFECT OF POSSIBLE TAX LAW CHANGES ON THE PREFERRED SECURITIES

     On January 24, 2002, legislation was proposed in Congress that generally
would deny an interest deduction for interest paid or accrued on debt
instruments that are not shown as part of the total liabilities in the certified
annual report of an issuer. If this provision were to apply to the Series E
Junior Subordinated Notes, the Company would not be able to deduct interest
payments on the Series E Junior Subordinated Notes. This provision is proposed
to be effective for instruments issued on or after the date of enactment of such
legislation. Consequently, as drafted, the proposed legislation would not affect
the Preferred Securities or the Series E Junior Subordinated Notes or otherwise
affect the tax treatment of the transaction described in this Prospectus
Supplement. However, there can be no assurance that the final terms of the
proposed legislation, if adopted, or other further legislative proposals will
not adversely affect our ability to deduct interest on the Series E Junior
Subordinated Notes. If such an event were to occur, the Company would be
permitted to redeem the Series E Junior Subordinated Notes. Such redemption
would cause a mandatory redemption of the Preferred Securities at a redemption
price equal to their liquidation amount plus accumulated and unpaid
distributions and would constitute a taxable event. See "Risk Factors --
Preferred Securities May be Redeemed at Any Time if Certain Changes in Tax or
Investment Company Law Occur."

     THE FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE MAY NOT BE APPLICABLE TO
A HOLDER, DEPENDING UPON A HOLDER'S PARTICULAR SITUATION, AND THEREFORE EACH
HOLDER SHOULD CONSULT HIS TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES OF
THE OWNERSHIP AND DISPOSITION OF PREFERRED SECURITIES, INCLUDING THE TAX
CONSEQUENCES UNDER STATE, LOCAL, FOREIGN AND OTHER TAX LAWS AND THE POSSIBLE
EFFECTS OF CHANGES IN FEDERAL OR OTHER TAX LAW.

                                       S-27






                                  UNDERWRITING

     Subject to the terms and conditions set forth in an underwriting agreement
(the "Underwriting Agreement"), the Trust has agreed to sell to the Underwriters
named below, and the Underwriters, for whom Morgan Stanley & Co. Incorporated is
acting as representative (the "Representative"), have severally agreed to
purchase the number of Preferred Securities set forth opposite their respective
names below. In the Underwriting Agreement, the Underwriters have agreed,
subject to the terms and conditions set forth therein, to purchase all of the
Preferred Securities offered hereby if any of the Preferred Securities are
purchased. In the event of default by any Underwriter, the Underwriting
Agreement provides that, in certain circumstances, purchase commitments of the
non-defaulting Underwriters may be increased or the Underwriting Agreement may
be terminated.

<Table>
<Caption>
                                                                       NUMBER OF
                            NAME                              PREFERRED SECURITIES
                            ----                              --------------------
<S>                                                           <C>
Morgan Stanley & Co. Incorporated...........................        3,220,000
First Union Securities, Inc. ...............................        3,220,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated..........        3,220,000
Salomon Smith Barney Inc. ..................................        3,220,000
Goldman, Sachs & Co. .......................................          480,000
Lehman Brothers Inc. .......................................          480,000
A.G. Edwards & Sons, Inc. ..................................           80,000
Bear, Stearns & Co. Inc. ...................................           80,000
CIBC World Markets Corp. ...................................           80,000
Dain Rauscher Incorporated..................................           80,000
Deutsche Bank Securities Inc. ..............................           80,000
H&R Block Financial Advisors, Inc. .........................           80,000
HSBC Securities (USA) Inc. .................................           80,000
Legg Mason Wood Walker, Inc. ...............................           80,000
Prudential Securities Incorporated..........................           80,000
Quick and Reilly ...........................................           80,000
Raymond James & Associates, Inc. ...........................           80,000
Charles Schwab & Co., Inc. .................................           80,000
TD Waterhouse Investor Services, Inc. ......................           80,000
U.S. Bancorp Piper Jaffray Inc. ............................           80,000
Wells Fargo Van Kasper, LLC.................................           80,000
Advest Inc. ................................................           40,000
Robert W. Baird & Co. Incorporated .........................           40,000
Banc One Capital Markets, Inc. .............................           40,000
BNY Capital Markets, Inc. ..................................           40,000
BB&T Capital Markets, a Division of Scott & Stringfellow....           40,000
William Blair & Co. ........................................           40,000
Davenport & Company LLC.....................................           40,000
D.A. Davidson & Co. ........................................           40,000
Fahnestock & Co. Inc. ......................................           40,000
Fifth Third Securities, Inc. ...............................           40,000
J.J.B. Hilliard, W.L. Lyons, Inc. ..........................           40,000
Jackson Securities Inc. ....................................           40,000
Janney Montgomery Scott LLC.................................           40,000
C.L. King & Associates, Inc. ...............................           40,000
McDonald Investments Inc., a KeyCorp Company................           40,000
McGinn, Smith & Co., Inc. ..................................           40,000
Mesirow Financial, Inc. ....................................           40,000
</Table>

                                       S-28






<Table>
<Caption>
                                                                       NUMBER OF
                            NAME                              PREFERRED SECURITIES
                            ----                              --------------------
<S>                                                           <C>
Morgan Keegan & Company, LLC................................           40,000
Parker/Hunter Incorporated..................................           40,000
Pershing/a Division of Donaldson, Lufkin & Jenrette.........           40,000
Ryan, Beck & Co. LLC........................................           40,000
Southwest Securities, Inc. .................................           40,000
Stifel, Nicolaus & Company Incorporated.....................           40,000
SunTrust Capital Markets, Inc. .............................           40,000
                                                                   ----------
          Total.............................................       16,000,000
                                                                   ==========
</Table>

     The Underwriters have advised the Company and the Trust that they propose
to offer the Preferred Securities in part directly to the public at the price to
the public, as set forth on the cover page of this Prospectus Supplement, and in
part to certain securities dealers at such price less a concession not in excess
of $.50 per Preferred Security. The Underwriters may allow, and such dealers may
reallow, a concession not in excess of $.45 per Preferred Security to certain
other dealers. After the Preferred Securities are released for sale to the
public, the offering price and other selling terms may from time to time be
varied by the Underwriters.

     The Trust has granted the Underwriters an option, exercisable for 30 days
from the date of this Prospectus Supplement, to purchase up to an additional
2,400,000 Preferred Securities at the public offering price on the cover page of
this Prospectus Supplement. The Underwriters may exercise this option solely to
cover overallotments, if any, made in connection with this offering. The Company
will pay the Underwriters compensation in the amount per Preferred Security as
shown on the cover page of this Prospectus Supplement for any additional
Preferred Securities. If the option is exercised, each Underwriter will be
obligated, subject to certain conditions, to purchase approximately the same
percentage of additional Preferred Securities as the number set forth next to
each such Underwriter's name in the preceding table bears to the total number of
Preferred Securities offered by the Underwriters.

     Application will be made to list the Preferred Securities on the NYSE. If
approved, trading of the Preferred Securities on the NYSE is expected to
commence within a 30-day period after the initial delivery of the Preferred
Securities. The Representative has advised the Company and the Trust that it
intends to make a market in the Preferred Securities prior to the commencement
of trading on the NYSE. The Representative will have no obligation to make a
market in the Preferred Securities, however, and may cease market making
activities, if commenced, at any time.

     Prior to this offering, there has been no public market for the Preferred
Securities. In order to meet one of the requirements for listing the Preferred
Securities on the NYSE, the Underwriters will undertake to sell lots of 100 or
more Preferred Securities to a minimum of 400 beneficial holders.

     In order to facilitate the offering of the Preferred Securities, the
Underwriters may engage in transactions that stabilize, maintain or otherwise
affect the price of the Preferred Securities. Specifically, the Underwriters may
overallot in connection with this offering, creating short positions in the
securities for their own account. In addition, to cover overallotments or to
stabilize the price of the Preferred Securities, the Underwriters may bid for,
and purchase, Preferred Securities in the open market. Finally, the Underwriters
may reclaim selling concessions allowed to an underwriter or dealer for
distributing Preferred Securities in this offering, if the Underwriters
repurchase previously distributed Preferred Securities in transactions that
cover syndicate short positions, in stabilization transactions or otherwise. Any
of these activities may stabilize or maintain the market price of the Preferred
Securities above independent market levels. The Underwriters are not required to
engage in these activities, and may end any of these activities at any time.

     The Company and the Trust have agreed, during the period of 15 days from
the date of the Underwriting Agreement, not to sell, offer to sell, grant any
option for the sale of, or otherwise dispose of any Preferred Securities, any
security convertible into or exchangeable into or exercisable for Preferred
Securities or the Series E Junior Subordinated Notes or any debt securities
substantially similar to the Series E Junior Subordinated Notes or equity
securities substantially similar to the Preferred Securities (except for the

                                       S-29








Series E Junior Subordinated Notes and the Preferred Securities issued pursuant
to the Underwriting Agreement), without the prior written consent of the
Representative.

     First Union Securities, Inc., a subsidiary of Wachovia Corporation and an
Underwriter of the Preferred Securities, conducts its investment banking,
institutional and capital markets businesses under the trade name of Wachovia
Securities. Any references to "Wachovia Securities" in this Prospectus
Supplement, however, do not include Wachovia Securities, Inc., a separate
broker-dealer subsidiary of Wachovia Corporation and sister affiliate of First
Union Securities, Inc., which may or may not be participating as a separate
selling dealer in the distribution of the Preferred Securities.

     It is expected that delivery of the Preferred Securities will be made on or
about the date specified on the cover page of this Prospectus Supplement, which
will be the sixth Business Day following the date of this Prospectus Supplement.
Under Rule 15c6-1 of the Commission under the 1934 Act, trades in the secondary
market generally are required to settle in three Business Days, unless the
parties to any such trade expressly agree otherwise. Accordingly, the purchasers
who wish to trade the Preferred Securities on the date of this Prospectus
Supplement or the next two succeeding Business Days will be required to specify
an alternative settlement cycle at the time of any such trade to prevent failed
settlement and should consult their own advisor.

     The Company estimates that its expenses in connection with this offering,
excluding underwriting discounts and commissions, will be approximately
$660,000.

     The Company and the Trust have agreed to indemnify the Underwriters against
certain liabilities, including liabilities under the Securities Act of 1933, as
amended.

     Certain of the Underwriters and their affiliates engage in transactions
with, and, from time to time, have performed services for, the Company and its
affiliates in the ordinary course of business.

                                    EXPERTS

     The financial statements and schedules of the Company included in the
Company's Annual Report on Form 10-K for the year ended December 31, 2001,
incorporated by reference herein, have been audited by Arthur Andersen LLP
("Andersen"), independent public accountants, as indicated in their reports with
respect thereto, and are incorporated herein in reliance upon the authority of
said firm as experts in accounting and auditing in giving said reports.

     On March 28, 2002, the Board of Directors of Southern, upon recommendation
of its Audit Committee, decided not to engage Andersen as the Company's
principal public accountants and engaged Deloitte & Touche LLP to serve as the
Company's principal public accountants for fiscal year 2002.

                                 LEGAL OPINIONS

     Certain matters of Delaware law relating to the validity of the Preferred
Securities will be passed upon on behalf of the Company and the Trust by
Richards, Layton & Finger, P.A., Wilmington, Delaware, special Delaware counsel
to the Company and the Trust. The validity of the Series E Junior Subordinated
Notes, the Guarantee and certain matters relating thereto will be passed upon on
behalf of the Company by Troutman Sanders LLP, Atlanta, Georgia. Troutman
Sanders LLP will also pass upon certain matters relating to United States
federal income tax consequences. Certain legal matters will be passed upon for
the Underwriters by Dewey Ballantine LLP, New York, New York.

                                       S-30



PROSPECTUS

                                 $1,450,000,000

                             GEORGIA POWER COMPANY
                                  SENIOR NOTES

                           JUNIOR SUBORDINATED NOTES

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

                         GEORGIA POWER CAPITAL TRUST V
                         GEORGIA POWER CAPITAL TRUST VI
                        GEORGIA POWER CAPITAL TRUST VII
                        GEORGIA POWER CAPITAL TRUST VIII
                           TRUST PREFERRED SECURITIES
         FULLY AND UNCONDITIONALLY GUARANTEED, AS SET FORTH HEREIN, BY

                             GEORGIA POWER COMPANY
                      A SUBSIDIARY OF THE SOUTHERN COMPANY

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

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

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

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

APRIL 12, 2001


                             ABOUT THIS PROSPECTUS

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

     - senior notes (the "Senior Notes")

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

and Georgia Power Capital Trust V, Georgia Power Capital Trust VI, Georgia Power
Capital Trust VII and Georgia Power Capital Trust VIII (individually, a "Trust"
and collectively, the "Trusts") may sell

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

in one or more offerings up to a total dollar amount of $1,450,000,000. This
Prospectus provides a general description of those securities. Each time the
Company sells securities, the Company will provide a prospectus supplement that
will contain specific information about the terms of that offering ("Prospectus
Supplement"). The Prospectus Supplement may also add, update or change
information contained in this Prospectus. You should read this Prospectus and
the applicable Prospectus Supplement together with additional information under
the heading "Available Information."

                             AVAILABLE INFORMATION

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

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

     No separate financial statements of any Trust are included herein. The
Company considers that such statements would not be material to holders of the
Preferred Securities because each Trust has no independent operations and exists
for the sole purpose of investing the proceeds of the sale of its Trust
Securities (as defined below) in Junior Subordinated Notes.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

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

        (b)the Company's Current Reports on Form 8-K dated January 26, 2001,
           February 16, 2001 and February 28, 2001.
                                        2


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

     THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM THIS
PROSPECTUS IS DELIVERED, ON THE WRITTEN OR ORAL REQUEST OF ANY SUCH PERSON, A
COPY OF ANY OR ALL DOCUMENTS INCORPORATED HEREIN BY REFERENCE (OTHER THAN THE
EXHIBITS TO SUCH DOCUMENTS UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY
REFERENCE). SUCH REQUESTS SHOULD BE DIRECTED TO JUDY M. ANDERSON, VICE PRESIDENT
AND CORPORATE SECRETARY, GEORGIA POWER COMPANY, 241 RALPH MCGILL BOULEVARD,
N.E., ATLANTA, GEORGIA 30308-3374, TELEPHONE: (404) 506-6526.

                                        3


                              SELECTED INFORMATION

     The following material, which is presented herein solely to furnish limited
introductory information regarding the Company, has been selected from, or is
based upon, the detailed information and financial statements appearing in the
documents incorporated herein by reference or elsewhere in this Prospectus, is
qualified in its entirety by reference thereto and, therefore, should be read
together therewith.

                             GEORGIA POWER COMPANY

Business.........................    Generation, transmission, distribution and
                                       sale of electric energy

Service Area.....................    Approximately 57,200 square miles
                                       comprising most of the State of Georgia

Service Area Population (1990
Census)..........................    Approximately 6,200,000

Customers at December 31, 2000...    1,919,235

Generating Capacity at December
31, 2000 (kilowatts).............    15,113,914

Sources of Generation during 2000
  (kilowatt-hours)...............    Coal (76%), Nuclear (21%), Hydro (1%), Oil
                                       and Gas (2%)

Sources of Generation Estimated
for 2001 (kilowatt-hours)........    Coal (75%), Nuclear (21%), Hydro (3%), Oil
                                       and Gas (1%)

                                 CERTAIN RATIOS

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

<Table>
<Caption>
                                                                    YEAR ENDED DECEMBER 31,
                                                             -------------------------------------
                                                             1996    1997    1998    1999    2000
                                                             ----    ----    ----    ----    ----
<S>                                                          <C>     <C>     <C>     <C>     <C>
Ratio of Earnings to Fixed Charges(1)......................   4.99    4.66    4.49    4.26    4.14
Ratio of Earnings to Fixed Charges Plus Preferred Dividend
  Requirements (Pre-Income Tax Basis)(2)...................   3.89    4.19    4.34    4.22    4.12
</Table>

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

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

                             GEORGIA POWER COMPANY

     The Company is a wholly-owned subsidiary of The Southern Company, a holding
company registered under the Public Utility Holding Company Act of 1935, as
amended. The Company was incorporated under the laws of the State of Georgia on
June 26, 1930. It is engaged in the generation and purchase of electric energy
and the transmission, distribution and sale of such energy within the State of
Georgia at retail in over 600 communities (including Athens, Atlanta, Augusta,
Columbus, Macon, Rome and Valdosta), as well as in rural areas, and at wholesale
currently to 39 electric cooperative associations through Oglethorpe Power

                                        4


Corporation, a corporate cooperative of electric membership corporations in
Georgia, and to 50 municipalities, 48 of which are served through the Municipal
Electric Authority of Georgia, a public corporation and an instrumentality of
the State of Georgia. The Company and one of its affiliates, Alabama Power
Company, each owns 50% of the common stock of Southern Electric Generating
Company ("SEGCO"). SEGCO owns electric generating units near Wilsonville,
Alabama. The principal executive offices of the Company are located at 241 Ralph
McGill Boulevard, N.E., Atlanta, Georgia 30308-3374, and the telephone number is
(404) 506-6526.

                                   THE TRUSTS

     Each Trust is a statutory business trust created under Delaware law
pursuant to the filing of a certificate of trust with the Delaware Secretary of
State on December 16, 1997 with respect to Georgia Power Capital Trust V and
Georgia Power Capital Trust VI and on March 23, 2001 with respect to Georgia
Power Capital Trust VII and Georgia Power Capital Trust VIII. Each Trust's
business is defined in a trust agreement, executed by the Company, as Depositor,
and the Delaware Trustee thereunder. This trust agreement of each Trust will be
amended and restated in its entirety substantially in the form filed as an
exhibit to the Registration Statement of which this Prospectus forms a part (the
"Trust Agreement"). Each Trust Agreement will be qualified as an indenture under
the Trust Indenture Act of 1939, as amended (the "1939 Act"). The Company will
own all the common securities (the "Common Securities" and, together with the
Preferred Securities, the "Trust Securities") of each Trust. The Trust
Securities represent undivided beneficial interests in the assets of the
respective Trusts. Each Trust exists for the exclusive purposes of (i) issuing
its Trust Securities representing undivided beneficial interests in the assets
of such Trust, (ii) investing the gross proceeds of its Trust Securities in a
related series of Junior Subordinated Notes, and (iii) engaging in only those
other activities necessary, appropriate, convenient or incidental thereto. The
payment of periodic cash distributions on the Preferred Securities of each Trust
and payments on liquidation and redemption with respect to the Preferred
Securities of each Trust, in each case to the extent each Trust has funds
legally and immediately available therefor, will be guaranteed by the Company
(individually, a "Guarantee" and collectively, the "Guarantees") to the extent
set forth under "Description of the Guarantees."

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

     The principal place of business of each Trust shall be c/o the Company, 241
Ralph McGill Boulevard, N.E., Atlanta, Georgia 30308-3374, telephone (404)
506-6526, Attn: Corporate Secretary.

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

                         ACCOUNTING TREATMENT OF TRUSTS

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

                                        5


                                USE OF PROCEEDS

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

                        DESCRIPTION OF THE SENIOR NOTES

     Set forth below is a description of the general terms of the Senior Notes.
The following description does not purport to be complete and is subject to, and
is qualified in its entirety by reference to, the Senior Note Indenture, dated
as of January 1, 1998, between the Company and The Chase Manhattan Bank, as
trustee (the "Senior Note Indenture Trustee"), as to be supplemented by a
supplemental indenture thereto establishing the Senior Notes of each series (the
Senior Note Indenture, as so supplemented, is hereinafter referred to as the
"Senior Note Indenture"), the forms of which are filed as exhibits to the
Registration Statement of which this Prospectus forms a part. The terms of the
Senior Notes will include those stated in the Senior Note Indenture and those
made a part of the Senior Note Indenture by reference to the 1939 Act. Certain
capitalized terms used herein are defined in the Senior Note Indenture.

GENERAL

     The Senior Notes will be issued as unsecured senior debt securities under
the Senior Note Indenture and will rank pari passu with all other unsecured and
unsubordinated debt of the Company. The Senior Notes will be effectively
subordinated to all secured debt of the Company, including its first mortgage
bonds, aggregating approximately $856,000,000 outstanding at December 31, 2000.
The Senior Note Indenture does not limit the aggregate principal amount of
Senior Notes that may be issued thereunder and provides that Senior Notes may be
issued from time to time in one or more series pursuant to an indenture
supplemental to the Senior Note Indenture. The Senior Note Indenture gives the
Company the ability to reopen a previous issue of Senior Notes and issue
additional Senior Notes of such series, unless otherwise provided.

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

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

                                        6


EVENTS OF DEFAULT

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

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

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

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

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

          (e) certain events of bankruptcy, insolvency or reorganization of the
     Company.

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

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

REGISTRATION AND TRANSFER

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

PAYMENT AND PAYING AGENT

     Unless otherwise indicated in an applicable Prospectus Supplement, payment
of principal of any Senior Notes will be made only against surrender to the
Paying Agent of such Senior Notes. Principal of and interest

                                        7


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

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

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

MODIFICATION

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

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

CONSOLIDATION, MERGER AND SALE

     The Company shall not consolidate with or merge into any other corporation
or convey, transfer or lease its properties and assets substantially as an
entirety to any person, unless (1) such other corporation or person is a
corporation organized and existing under the laws of the United States, any
state thereof or the District of Columbia and such other corporation or person
expressly assumes, by supplemental indenture executed and delivered to the
Senior Note Indenture Trustee, the payment of the principal of (and premium, if
any) and interest on all the Senior Notes and the performance of every covenant
of the Senior Note Indenture on the part of the Company to be performed or
observed; (2) immediately after giving effect to such transactions, no Event of
Default, and no event which, after notice or lapse of time or both, would become
an Event of Default, shall have happened and be continuing; and (3) the Company
has delivered to the Senior Note Indenture Trustee an officers' certificate and
an opinion of counsel, each stating that such transaction complies with the

                                        8


provisions of the Senior Note Indenture governing consolidation, merger,
conveyance, transfer or lease and that all conditions precedent thereto have
been complied with.

INFORMATION CONCERNING THE SENIOR NOTE INDENTURE TRUSTEE

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

     The Chase Manhattan Bank, the Senior Note Indenture Trustee, also serves as
Subordinated Note Indenture Trustee, as Property Trustee and as Guarantee
Trustee. The Company and certain of its affiliates maintain deposit accounts and
banking relationships with The Chase Manhattan Bank. The Chase Manhattan Bank
also serves as trustee under other indentures pursuant to which securities of
the Company and affiliates of the Company are outstanding.

GOVERNING LAW

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

MISCELLANEOUS

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

                  DESCRIPTION OF THE JUNIOR SUBORDINATED NOTES

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

GENERAL

     The Junior Subordinated Notes will be issued as unsecured junior
subordinated debt securities under the Subordinated Note Indenture. The
Subordinated Note Indenture does not limit the aggregate principal amount of
Junior Subordinated Notes that may be issued thereunder and provides that Junior
Subordinated Notes may be issued from time to time in one or more series
pursuant to an indenture supplemental to the

                                        9

Subordinated Note Indenture. The Subordinated Note Indenture gives the Company
the ability to reopen a previous issue of Junior Subordinated Notes and issue
additional Junior Subordinated Notes of such series, unless otherwise provided.

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

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

SUBORDINATION

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

     The term "Senior Indebtedness" means, with respect to the Company, (i) any
payment due in respect of indebtedness of the Company, whether outstanding at
the date of execution of the Subordinated Note Indenture or thereafter incurred,
created or assumed, (a) in respect of money borrowed (including any financial
derivative, hedging or futures contract or similar instrument) and (b) evidenced
by securities, debentures, bonds, notes or other similar instruments issued by
the Company that, by their terms, are senior or senior subordinated debt
securities including, without limitation, all obligations under its indentures
with various trustees; (ii) all capital lease obligations; (iii) all obligations
issued or assumed as the deferred
                                        10


purchase price of property, all conditional sale obligations and all obligations
of the Company under any title retention agreement (but excluding trade accounts
payable arising in the ordinary course of business and long-term purchase
obligations); (iv) all obligations for the reimbursement of any letter of
credit, banker's acceptance, security purchase facility or similar credit
transaction; (v) all obligations of the type referred to in clauses (i) through
(iv) above of other persons the payment of which the Company is responsible or
liable as obligor, guarantor or otherwise; and (vi) all obligations of the type
referred to in clauses (i) through (v) above of other persons secured by any
lien on any property or asset of the Company (whether or not such obligation is
assumed by the Company), except for (1) any such indebtedness that is by its
terms subordinated to or pari passu with the Junior Subordinated Notes and (2)
any unsecured indebtedness between or among the Company or its affiliates. Such
Senior Indebtedness shall continue to be Senior Indebtedness and be entitled to
the benefits of the subordination provisions contained in the Subordinated Note
Indenture irrespective of any amendment, modification or waiver of any term of
such Senior Indebtedness.

     The Subordinated Note Indenture does not limit the aggregate amount of
Senior Indebtedness that may be issued by the Company. As of December 31, 2000,
Senior Indebtedness of the Company aggregated approximately $3,750,000,000.

ADDITIONAL INTEREST

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

CERTAIN COVENANTS

     The Company covenants in the Subordinated Note Indenture, for the benefit
of the holders of each series of Junior Subordinated Notes, that, (i) if at such
time the Company shall have given notice of its election to extend an interest
payment period for such series of Junior Subordinated Notes and such extension
shall be continuing, (ii) if at such time the Company shall be in default with
respect to its payment or other obligations under the Guarantee with respect to
the Trust Securities, if any, related to such series of Junior Subordinated
Notes, or (iii) if at such time an Event of Default thereunder with respect to
such series of Junior Subordinated Notes shall have occurred and be continuing,
(a) the Company shall not declare or pay any dividend or make any distributions
with respect to, or redeem, purchase, acquire or make a liquidation payment with
respect to, any of its capital stock, and (b) the Company shall not make any
payment of interest, principal or premium, if any, on or repay, repurchase or
redeem any debt securities (including guarantees other than the Guarantees)
issued by the Company which rank pari passu with or junior to the Junior
Subordinated Notes. None of the foregoing, however, shall restrict (i) any of
the actions described in the preceding sentence resulting from any
reclassification of the Company's capital stock or the exchange or conversion of
one class or series of the Company's capital stock for another class or series
of the Company's capital stock, or (ii) the purchase of fractional interests in
shares of the Company's capital stock pursuant to the conversion or exchange
provisions of such capital stock or the security being converted or exchanged.

     The Subordinated Note Indenture further provides that, for so long as the
Trust Securities of any Trust remain outstanding, the Company covenants (i) to
directly or indirectly maintain 100% ownership of the Common Securities of such
Trust; provided, however, that any permitted successor of the Company under the
Subordinated Note Indenture may succeed to the Company's ownership of such
Common Securities, and (ii) to use its reasonable efforts to cause such Trust
(a) to remain a statutory business trust, except in connection with the
distribution of Junior Subordinated Notes to the holders of Trust Securities in
liquidation of such Trust, the redemption of all of the Trust Securities of such
Trust, or certain mergers, consolidations or

                                        11


amalgamations, each as permitted by the related Trust Agreement, and (b) to
otherwise continue to be classified as a grantor trust for United States federal
income tax purposes.

EVENTS OF DEFAULT

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

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

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

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

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

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

          (f) certain events of bankruptcy, insolvency or reorganization of the
     Company.

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

     A holder of Preferred Securities may institute a legal proceeding directly
against the Company, without first instituting a legal proceeding against the
Property Trustee or any other person or entity, for enforcement of payment to
such holder of principal of or interest on the Junior Subordinated Notes of the
related series

                                        12


having a principal amount equal to the aggregate stated liquidation amount of
the Preferred Securities of such holder on or after the due dates specified in
the Junior Subordinated Notes of such series.

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

REGISTRATION AND TRANSFER

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

PAYMENT AND PAYING AGENT

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

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

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

MODIFICATION

     The Subordinated Note Indenture contains provisions permitting the Company
and the Subordinated Note Indenture Trustee, with the consent of the holders of
not less than a majority in principal amount of the outstanding Junior
Subordinated Notes of each series affected thereby, to modify the Subordinated
Note Indenture or the rights of the holders of the Junior Subordinated Notes of
such series; provided, that no such modification may, without the consent of the
holder of each outstanding Junior Subordinated Note affected thereby, (i) change
the stated maturity of the principal of, or any installment of principal of or
interest on, any Junior Subordinated Note, or reduce the principal amount
thereof or the rate of interest (including Additional Interest) thereon or any
premium payable upon the redemption thereof, or change the method of calculating
the rate of interest thereon, or impair the right to institute suit for the
enforcement of any such payment on or after the stated maturity thereof (or, in
the case of redemption, on or after the redemption date), or (ii) reduce the
percentage of principal amount of the outstanding Junior Subordinated Notes of
any series, the consent of whose holders is required for any such supplemental
indenture, or the consent of whose holders is required for any waiver (of
compliance with certain provisions of the Subordinated Note Indenture or certain
defaults thereunder and their consequences) provided for in the Subordinated
Note Indenture, or (iii) modify
                                        13


any of the provisions of the Subordinated Note Indenture relating to
supplemental indentures, waiver of past defaults, or waiver of certain
covenants, except to increase any such percentage or to provide that certain
other provisions of the Subordinated Note Indenture cannot be modified or waived
without the consent of the holder of each outstanding Junior Subordinated Note
affected thereby, or (iv) modify the provisions of the Subordinated Note
Indenture with respect to the subordination of the Junior Subordinated Notes in
a manner adverse to such holder.

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

CONSOLIDATION, MERGER AND SALE

     The Company shall not consolidate with or merge into any other corporation
or convey, transfer or lease its properties and assets substantially as an
entirety to any person, unless (1) such other corporation or person is a
corporation organized and existing under the laws of the United States, any
state thereof or the District of Columbia and such other corporation or person
expressly assumes, by supplemental indenture executed and delivered to the
Subordinated Note Indenture Trustee, the payment of the principal of (and
premium, if any) and interest (including Additional Interest) on all the Junior
Subordinated Notes and the performance of every covenant of the Subordinated
Note Indenture on the part of the Company to be performed or observed; (2)
immediately after giving effect to such transactions, no Event of Default, and
no event which, after notice or lapse of time or both, would become an Event of
Default, shall have happened and be continuing; and (3) the Company has
delivered to the Subordinated Note Indenture Trustee an officers' certificate
and an opinion of counsel, each stating that such transaction complies with the
provisions of the Subordinated Note Indenture governing consolidation, merger,
conveyance, transfer or lease and that all conditions precedent thereto have
been complied with.

INFORMATION CONCERNING THE SUBORDINATED NOTE INDENTURE TRUSTEE

     The Subordinated Note Indenture Trustee, prior to an Event of Default with
respect to Junior Subordinated Notes of any series, undertakes to perform, with
respect to Junior Subordinated Notes of such series, only such duties as are
specifically set forth in the Subordinated Note Indenture and, in case an Event
of Default with respect to Junior Subordinated Notes of any series has occurred
and is continuing, shall exercise, with respect to Junior Subordinated Notes of
such series, the same degree of care as a prudent individual would exercise in
the conduct of his or her own affairs. Subject to such provision, the
Subordinated Note Indenture Trustee is under no obligation to exercise any of
the powers vested in it by the Subordinated Note Indenture at the request of any
holder of Junior Subordinated Notes of any series, unless offered reasonable
indemnity by such holder against the costs, expenses and liabilities which might
be incurred thereby. The Subordinated Note Indenture Trustee is not required to
expend or risk its own funds or otherwise incur any financial liability in the
performance of its duties if the Subordinated Note Indenture Trustee reasonably
believes that repayment or adequate indemnity is not reasonably assured to it.

     The Chase Manhattan Bank, the Subordinated Note Indenture Trustee, also
serves as Senior Note Indenture Trustee, as Property Trustee and as Guarantee
Trustee. The Company and certain of its affiliates maintain deposit accounts and
banking relationships with The Chase Manhattan Bank. The Chase Manhattan Bank
also serves as trustee under other indentures pursuant to which securities of
the Company and affiliates of the Company are outstanding.

GOVERNING LAW

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

                                        14


MISCELLANEOUS

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

                    DESCRIPTION OF THE PREFERRED SECURITIES

     Each Trust may issue only one series of Preferred Securities having terms
described in the Prospectus Supplement relating thereto. The Trust Agreement of
each Trust will authorize the Administrative Trustees, on behalf of the Trust,
to issue the Preferred Securities of such Trust. The Preferred Securities of
each Trust will have such terms, including distributions, redemption, voting,
liquidation rights and such other preferred, deferral or other special rights or
such restrictions as shall be set forth in the Trust Agreement of such Trust.
Reference is made to the Prospectus Supplement relating to the Preferred
Securities of a Trust for specific terms, including (i) the distinctive
designation of such Preferred Securities; (ii) the number of Preferred
Securities issued by such Trust; (iii) the annual distribution rate (or method
of determining such rate) for Preferred Securities of such Trust and the date or
dates on which such distributions shall be payable; (iv) whether distributions
on such Preferred Securities shall be cumulative and, in the case of Preferred
Securities having cumulative distribution rights, the date or dates, or method
of determining the date or dates, from which distributions on such Preferred
Securities shall be cumulative; (v) the amount or amounts that shall be paid out
of the assets of such Trust to the holders of the Preferred Securities of such
Trust upon voluntary or involuntary dissolution, winding-up or termination of
such Trust; (vi) the obligation, if any, of such Trust to purchase or redeem
such Preferred Securities and the price or prices at which, the period or
periods within which, and the terms and conditions upon which such Preferred
Securities shall be purchased or redeemed, in whole or in part, pursuant to such
obligation; (vii) the voting rights, if any, of such Preferred Securities in
addition to those required by law, including the number of votes per Preferred
Security and any requirement for the approval by the holders of Preferred
Securities as a condition to specified action or amendments to the Trust
Agreement of such Trust; (viii) the rights, if any, to defer distributions on
the Preferred Securities by extending the interest payment period on the related
Junior Subordinated Notes; and (ix) any other relative rights, preferences,
privileges, limitations or restrictions of such Preferred Securities not
inconsistent with the Trust Agreement of such Trust or applicable law. All
Preferred Securities offered hereby will be guaranteed by the Company to the
extent set forth under "Description of the Guarantees." Any material United
States federal income tax considerations applicable to an offering of Preferred
Securities will be described in the Prospectus Supplement relating thereto.

                         DESCRIPTION OF THE GUARANTEES

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

GENERAL

     Pursuant to each Guarantee, the Company will irrevocably and
unconditionally agree, to the extent set forth therein, to pay in full, to the
holders of the related Preferred Securities, the Guarantee Payments (as
                                        15


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

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

SUBORDINATION

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

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

AMENDMENTS AND ASSIGNMENT

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

                                        16


TERMINATION

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

EVENTS OF DEFAULT

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

INFORMATION CONCERNING THE GUARANTEE TRUSTEE

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

     The Chase Manhattan Bank, the Guarantee Trustee, also serves as Property
Trustee, as Senior Note Indenture Trustee and as Subordinated Note Indenture
Trustee. The Company and certain of its affiliates maintain deposit accounts and
banking relationships with The Chase Manhattan Bank. The Chase Manhattan Bank
serves as trustee under other indentures pursuant to which securities of the
Company and affiliates of the Company are outstanding.

GOVERNING LAW

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

THE AGREEMENTS AS TO EXPENSES AND LIABILITIES

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

                                        17


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

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

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

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

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

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

     Upon any voluntary or involuntary dissolution, winding-up or termination of
any Trust, unless Junior Subordinated Notes of the related series are
distributed in connection therewith, the holders of Preferred Securities of such
Trust will be entitled to receive, out of assets legally available for
distribution to holders, a liquidation distribution in cash as described in the
applicable Prospectus Supplement. Upon any voluntary or involuntary liquidation
or bankruptcy of the Company, the Property Trustee, as holder of the related
series of
                                        18



Junior Subordinated Notes, would be a subordinated creditor of the Company,
subordinated in right of payment to all Senior Indebtedness, but entitled to
receive payment in full of principal and interest, before any stockholders of
the Company receive payments or distributions. Because the Company is guarantor
under each Guarantee and has agreed to pay for all costs, expenses and
liabilities of each Trust (other than the Trust's obligations to holders of the
Preferred Securities) pursuant to the related Agreement as to Expenses and
Liabilities, the positions of a holder of Preferred Securities and a holder of
Junior Subordinated Notes of the related series relative to other creditors and
to stockholders of the Company in the event of liquidation or bankruptcy of the
Company would be substantially the same.

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

                              PLAN OF DISTRIBUTION

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

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

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

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

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

                                        19


                                 LEGAL MATTERS

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

                                    EXPERTS

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

                                        20


                              (Georgia Power Logo)

</TEXT>
</DOCUMENT>
