-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 B9/QNLW3EkO+ulFAXZAxreVvdw2Yd73CMIcV9TRxJwl1TW/izHOKeCfWM4ibbEAE
 +nexwuiR9K0gxrnzI0nOvg==

<SEC-DOCUMENT>0000041091-05-000002.txt : 20050112
<SEC-HEADER>0000041091-05-000002.hdr.sgml : 20050112
<ACCEPTANCE-DATETIME>20050112155915
ACCESSION NUMBER:		0000041091-05-000002
CONFORMED SUBMISSION TYPE:	424B3
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20050112
DATE AS OF CHANGE:		20050112

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GEORGIA POWER CO
		CENTRAL INDEX KEY:			0000041091
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRIC SERVICES [4911]
		IRS NUMBER:				580257110
		STATE OF INCORPORATION:			GA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		424B3
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-121202
		FILM NUMBER:		05525943

	BUSINESS ADDRESS:	
		STREET 1:		241 RALPH MCGILL BOULEVARD
		CITY:			ATLANTA
		STATE:			GA
		ZIP:			30308
		BUSINESS PHONE:		4045066526

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GEORGIA POWER CAPITAL TRUST VIII
		CENTRAL INDEX KEY:			0001137345
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		424B3
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-121202-04
		FILM NUMBER:		05525949

	BUSINESS ADDRESS:	
		STREET 1:		241 RALPH MCGILL BLVD
		CITY:			ATLANTA
		STATE:			GA
		ZIP:			30308
		BUSINESS PHONE:		4045067146

	MAIL ADDRESS:	
		STREET 1:		241 RALPH MCGILL BLVD
		CITY:			ATLANTA
		STATE:			GA
		ZIP:			30308

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GEORGIA POWER CAPITAL TRUST IX
		CENTRAL INDEX KEY:			0001238636
		IRS NUMBER:				000000000

	FILING VALUES:
		FORM TYPE:		424B3
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-121202-03
		FILM NUMBER:		05525948

	BUSINESS ADDRESS:	
		STREET 1:		C/O SOUTHERN CO
		STREET 2:		241 RALPH MCGILL BLVD N.E. BIN 10116
		CITY:			ATLANTA
		STATE:			GA
		ZIP:			30308
		BUSINESS PHONE:		4045067146

	MAIL ADDRESS:	
		STREET 1:		C/O SOUTHERN CO
		STREET 2:		241 RALPH MCGILL BLVD N.E. BIN 10116
		CITY:			ATLANTA
		STATE:			GA
		ZIP:			30308

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GEORGIA POWER CAPITAL TRUST X
		CENTRAL INDEX KEY:			0001238637
		IRS NUMBER:				000000000

	FILING VALUES:
		FORM TYPE:		424B3
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-121202-02
		FILM NUMBER:		05525947

	BUSINESS ADDRESS:	
		STREET 1:		C/O SOUTHERN CO
		STREET 2:		241 RALPH MCGILL BLVD N.E. BIN 10116
		CITY:			ATLANTA
		STATE:			GA
		ZIP:			30308
		BUSINESS PHONE:		4045067146

	MAIL ADDRESS:	
		STREET 1:		C/O SOUTHERN CO
		STREET 2:		241 RALPH MCGILL BLVD N..E BIN 10116
		CITY:			ATLANTA
		STATE:			GA
		ZIP:			30308

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Georgia Power Capital Trust XI
		CENTRAL INDEX KEY:			0001311226
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		424B3
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-121202-01
		FILM NUMBER:		05525946

	BUSINESS ADDRESS:	
		STREET 1:		241 RALPH MCGILL BLVD, NE
		STREET 2:		BIN 10116
		CITY:			ATLANTA
		STATE:			GA
		ZIP:			30308
		BUSINESS PHONE:		404-506-7146

	MAIL ADDRESS:	
		STREET 1:		241 RALPH MCGILL BLVD, NE
		STREET 2:		BIN 10116
		CITY:			ATLANTA
		STATE:			GA
		ZIP:			30308
</SEC-HEADER>
<DOCUMENT>
<TYPE>424B3
<SEQUENCE>1
<FILENAME>seriesx_424b3.txt
<TEXT>
                                                Filed Pursuant to Rule 424(b)(3)
                                                 Registration Nos. 333-121202
                                                                   333-121202-01
                                                                   333-121202-02
                                                                   333-121202-03
                                                                   333-121202-04

THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS RELATE TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, BUT ARE NOT
COMPLETE AND MAY BE CHANGED. THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING
PROSPECTUS ARE NOT OFFERS TO SELL THESE SECURITIES AND THEY ARE NOT SOLICITING
AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.

                 SUBJECT TO COMPLETION, DATED JANUARY 12, 2005

PRELIMINARY PROSPECTUS SUPPLEMENT

(TO PROSPECTUS DATED JANUARY 12, 2005)

                                  $150,000,000

                                   (GPC LOGO)
                           SERIES X    % SENIOR NOTES
                              DUE JANUARY 15, 2045

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

    The Series X Senior Notes bear interest at the rate of   % per year.
Interest on the Series X Senior Notes is payable quarterly on January 15, April
15, July 15 and October 15 of each year, beginning April 15, 2005. The Series X
Senior Notes will mature on January 15, 2045. The Series X Senior Notes are
redeemable as described in this Prospectus Supplement. The Series X Senior Notes
do not have the benefit of any sinking fund.

    The Series X Senior Notes are unsecured obligations of Georgia Power Company
and rank equally with all of Georgia Power Company's other unsecured and
unsubordinated indebtedness from time to time outstanding and will be
effectively subordinated to all secured debt of Georgia Power Company, to the
extent of the assets securing such debt. The Series X Senior Notes will be
issued only in registered form in denominations of $25 and any integral multiple
thereof.

    Payments of principal of and interest on the Series X Senior Notes when due
will be insured by a financial guaranty insurance policy to be issued by Ambac
Assurance Corporation simultaneously with the delivery of the Series X Senior
Notes.

                                  (AMBAC LOGO)

     SEE "RISK FACTORS" ON PAGE S-3 FOR A DESCRIPTION OF CERTAIN RISKS RELATED
TO THE PURCHASE OF THE SERIES X SENIOR NOTES.

    Application will be made to list the Series X Senior Notes on the New York
Stock Exchange. If approved, Georgia Power Company expects trading of the Series
X Senior Notes to begin within 30 days after the Series X Senior Notes are first
issued.

<Table>
<Caption>
                                                                  PER
                                                               SERIES X
                                                              SENIOR NOTE   TOTAL
                                                              -----------   -----
<S>                                                           <C>           <C>
Public Offering Price(1)....................................          %     $
Underwriting Discounts......................................          %     $
Proceeds, before expenses, to Georgia Power Company(1)......          %     $
</Table>

(1) The public offering price set forth above does not include accrued interest,
if any. Interest on the Series X Senior Notes will accrue from the date the
Series X Senior Notes are issued.

    Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of 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.

    It is expected that the Series X Senior Notes will be ready for delivery in
book-entry form only through The Depository Trust Company on or about January
  , 2005.

                          Joint Book-Running Managers

CITIGROUP                                                         MORGAN STANLEY

BANC OF AMERICA SECURITIES LLC
                       MERRILL LYNCH & CO.
                                            UBS INVESTMENT BANK
                                                            WACHOVIA SECURITIES

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

          The date of this Prospectus Supplement is January   , 2005.
<PAGE>

     In making your investment decision, you should rely only on the information
contained or incorporated by reference in this Prospectus Supplement and the
accompanying Prospectus. We have not, and the Underwriters have not, authorized
anyone to provide you with any other information. If you receive any
unauthorized information, you must not rely on it.

     We are offering to sell the Series X Senior Notes only in places where
sales are permitted.

     You should not assume that the information contained or incorporated by
reference in this Prospectus Supplement or the accompanying Prospectus is
accurate as of any date other than its respective date.

                               TABLE OF CONTENTS

<Table>
<Caption>
                                                              PAGE
                                                              ----
<S>                                                           <C>
                       PROSPECTUS SUPPLEMENT
Risk Factors................................................    S-3
The Company.................................................    S-3
Selected Financial Information..............................    S-3
Use of Proceeds.............................................    S-4
Recent Developments.........................................    S-4
Description of the Series X Senior Notes....................    S-5
The Policy and the Insurer..................................    S-8
Ratings.....................................................   S-11
Underwriting................................................   S-12
Experts.....................................................   S-13
Appendix A -- Form of Policy................................    A-1

                            PROSPECTUS
About this Prospectus.......................................      2
Risk Factors................................................      2
Available Information.......................................      2
Incorporation of Certain Documents by Reference.............      3
Georgia Power Company.......................................      3
Selected Information........................................      4
The Trusts..................................................      4
Accounting Treatment of the Trusts..........................      5
Use of Proceeds.............................................      5
Description of the New Stock................................      5
Description of the Senior Notes.............................      7
Description of the Junior Subordinated Notes................     10
Description of the Preferred Securities.....................     16
Description of the Guarantees...............................     16
Relationship Among the Preferred Securities, the Junior
  Subordinated Notes and the Guarantees.....................     19
Plan of Distribution........................................     20
Legal Matters...............................................     21
Experts.....................................................     21
</Table>

                                       S-2
<PAGE>

                                  RISK FACTORS

     Investing in the Series X Senior Notes involves risk. Please see the risk
factors in Georgia Power Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2003, along with disclosure related to the risk factors
contained in Georgia Power Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2004, June 30, 2004 and September 30, 2004, which are
all incorporated by reference in this Prospectus Supplement and the accompanying
Prospectus. Before making an investment decision, you should carefully consider
these risks as well as other information contained or incorporated by reference
in this Prospectus Supplement and the accompanying Prospectus. The risks and
uncertainties not presently known to Georgia Power Company or that Georgia Power
Company currently deems immaterial may also impair its business operations, its
financial results and the value of the Series X Senior Notes.

                                  THE COMPANY

     Georgia Power 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.

                         SELECTED FINANCIAL INFORMATION

     The following selected financial information for the years ended December
31, 1999 through December 31, 2003 has been derived from the Company's audited
financial statements and related notes and the unaudited selected financial
data, incorporated by reference in this Prospectus Supplement and the
accompanying Prospectus. The following selected financial information for the
nine months ended September 30, 2004 has been derived from the Company's
unaudited financial statements and related notes, incorporated by reference in
this Prospectus Supplement and the accompanying Prospectus. The information set
forth below is qualified in its entirety by reference to and, therefore, should
be read together with management's discussion and analysis of results of
operations and financial condition, the financial statements and related notes
and other financial information incorporated by reference in this Prospectus
Supplement and the accompanying Prospectus.

<Table>
<Caption>
                                                                                          NINE MONTHS
                                                     YEAR ENDED DECEMBER 31,                 ENDED
                                            ------------------------------------------   SEPTEMBER 30,
                                             1999     2000     2001     2002     2003       2004(1)
                                            ------   ------   ------   ------   ------   -------------
                                                            (MILLIONS, EXCEPT RATIOS)
<S>                                         <C>      <C>      <C>      <C>      <C>      <C>
Operating Revenues........................  $4,457   $4,871   $4,966   $4,822   $4,914      $4,134
Earnings Before Income Taxes..............     895      921      974      976      998         931
Net Income After Dividends on Preferred
  Stock...................................     541      559      610      618      630         587
Ratio of Earnings to Fixed Charges(2).....    4.26     4.14     4.79     5.07     5.01        5.91
</Table>

                                       S-3
<PAGE>

<Table>
<Caption>
                                                                   CAPITALIZATION
                                                              AS OF SEPTEMBER 30, 2004
                                                              -------------------------
                                                              ACTUAL    AS ADJUSTED(3)
                                                              ------   ----------------
                                                                  (MILLIONS, EXCEPT
                                                                    PERCENTAGES)
<S>                                                           <C>      <C>       <C>
Common Stock Equity.........................................  $4,931   $              %
Cumulative Preferred Stock..................................      15
Senior Notes................................................   2,100
Long-Term Debt Payable to Affiliated Trusts.................     969
Other Long-Term Debt........................................   1,760
                                                              ------
          Total, excluding amounts due within one year of
            $302 million....................................  $9,775   $         100.0%
                                                              ======   =======   =====
</Table>

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

(1) Due to seasonal variations in the demand for energy, operating results for
    the nine months ended September 30, 2004 do not necessarily indicate
    operating results for the entire year.
(2) This ratio is computed as follows: (i) "Earnings" have been calculated by
    adding to "Earnings Before Income Taxes" "Interest expense, net of amounts
    capitalized," "Interest expense to affiliate trusts," "Distributions on
    mandatorily redeemable preferred securities" and the debt portion of
    allowance for funds used during construction, and (ii) "Fixed Charges"
    consist of "Interest expense, net of amounts capitalized," "Interest expense
    to affiliate trusts," "Distributions on mandatorily redeemable preferred
    securities" and the debt portion of allowance for funds used during
    construction.
(3) Reflects (i) the reduction of capital of $2,000,000 in October 2004 related
    to consolidated tax savings actualizations and an increase in capital of
    $38,000,000 in December 2004 related to contributions from Southern and (ii)
    the issuance of the Series X Senior Notes offered hereby and the application
    of the use of proceeds as described herein.

                                USE OF PROCEEDS

     The proceeds from the sale of the Series X Senior Notes will be applied by
the Company to repay at maturity in February 2005 a portion of the $250,000,000
outstanding principal amount of its Series L Floating Rate Senior Notes due
February 18, 2005.

                              RECENT DEVELOPMENTS

     See MANAGEMENT'S DISCUSSION AND ANALYSIS -- RESULTS OF OPERATIONS --
"Future Earnings Potential -- Environmental Matters -- Plant Wansley
Environmental Litigation" of the Company in Item 7 and Note 3 to the financial
statements of the Company under "Plant Wansley Environmental Litigation" in Item
8 of the Company's Annual Report on Form 10-K for the year ended December 31,
2003 and MANAGEMENT'S DISCUSSION AND ANALYSIS -- RESULTS OF
OPERATIONS -- "Future Earnings Potential -- Environmental Matters -- New Source
Review Actions and Plant Wansley Environmental Litigation" of the Company and
Note (B) to the condensed financial statements of the Company in the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 for
information on the Plant Wansley environmental litigation. On December 14, 2004,
the U.S. District Court for the Northern District of Georgia entered its order
on cross motions for summary judgment on the remaining counts in the action.
With respect to the alleged violations of the opacity standard at the coal
units, the court held that plaintiffs were entitled to summary judgment for the
majority of the incidents. With respect to the alleged violations of the permit
provision that requires the combined cycle units to operate above certain
levels, the court held that the Company was entitled to summary judgment on the
majority of the incidents. The Company is seeking an appeal of portions of the
court's order. While the Company believes that it has complied with applicable
laws and regulations, an adverse outcome on the appeal could require payment of
substantial penalties. The court will hold a separate remedy phase with respect
to the action which will address civil penalties and possible injunctive relief
requested by the plaintiffs. The ultimate outcome of this matter cannot
currently be determined.

                                       S-4
<PAGE>

                    DESCRIPTION OF THE SERIES X SENIOR NOTES

     Set forth below is a description of the specific terms of the Series X
     % Senior Notes due January 15, 2045 (the "Series X Senior Notes"). This
description supplements, and should be read together with, the description of
the general terms and provisions of the senior notes set forth in the
accompanying Prospectus under the caption "Description 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 description in the accompanying
Prospectus and the Senior Note Indenture dated as of January 1, 1998, as
supplemented (the "Senior Note Indenture"), between the Company and JPMorgan
Chase Bank, N.A. (formerly known as The Chase Manhattan Bank), as trustee (the
"Senior Note Indenture Trustee").

GENERAL

     The Series X Senior Notes will be issued as a series of senior notes under
the Senior Note Indenture. The Series X Senior Notes will initially be issued in
the aggregate principal amount of $150,000,000. The Company may, without the
consent of the holders of the Series X Senior Notes, issue additional notes
having the same ranking and the same interest rate, maturity and other terms,
including the benefit of an insurance policy, as the Series X Senior Notes
(except for the issue price and issue date). Any additional notes having such
similar terms, together with the Series X Senior Notes, will constitute a single
series of senior notes under the Senior Note Indenture.

     The entire principal amount of the Series X Senior Notes will mature and
become due and payable, together with any accrued and unpaid interest thereon,
on January 15, 2045. The Series X Senior Notes are not subject to any sinking
fund provision. The Series X Senior Notes are available for purchase in
denominations of $25 and any integral multiple thereof.

INTEREST

     Each Series X Senior Note shall bear interest at the rate of      % per
year (the "Securities Rate") from the date of original issuance, payable
quarterly in arrears on January 15, April 15, July 15 and October 15 of each
year (each, an "Interest Payment Date") to the person in whose name such Series
X Senior Note is registered at the close of business on the fifteenth calendar
day prior to such payment date (whether or not a Business Day). The initial
Interest Payment Date is April 15, 2005. 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 X Senior 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), with the same force and effect as
if made on such date. "Business Day" means a day other than (i) a Saturday or
Sunday, (ii) a day on which banks in New York, New York are authorized or
obligated by law or executive order to remain closed or (iii) a day on which the
Senior Note Indenture Trustee's corporate trust office is closed for business.

SPECIAL INSURANCE PROVISIONS OF THE SENIOR NOTE INDENTURE

     Subject to the provisions of the Senior Note Indenture, so long as the
Insurer (as defined below) is not in default under the Policy (as defined
below), the Insurer shall be entitled to control and direct the enforcement of
all rights and remedies with respect to the Series X Senior Notes upon the
occurrence and continuation of an Event of Default (as defined in the Senior
Note Indenture).

RANKING

     The Series X Senior Notes will be direct, unsecured and unsubordinated
obligations of the Company ranking equally with all other unsecured and
unsubordinated obligations of the Company. The Series X Senior Notes will be
effectively subordinated to all secured debt of the Company, to the extent of
the assets securing such debt, which aggregated approximately $78,000,000
outstanding at September 30, 2004. The Senior Note Indenture contains no
restrictions on the amount of additional indebtedness that may be incurred by
the Company.

                                       S-5
<PAGE>

TRADING CHARACTERISTICS

     The Series X Senior Notes are expected to trade at a price that takes into
account the value, if any, of accrued but unpaid interest; thus, purchasers will
not pay and sellers will not receive accrued and unpaid interest with respect to
the Series X Senior Notes that is not included in the trading price thereof. Any
portion of the trading price of a Series X Senior Note received that is
attributable to accrued interest will be treated as ordinary interest income for
federal income tax purposes and will not be treated as part of the amount
realized for purposes of determining gain or loss on the disposition of the
Series X Senior Note.

     The trading price of the Series X Senior Notes is likely to be sensitive to
the level of interest rates generally. If interest rates rise in general, the
trading price of the Series X Senior Notes may decline to reflect the additional
yield requirements of the purchasers. Conversely, a decline in interest rates
may increase the trading price of the Series X Senior Notes, although any
increase will be moderated by the Company's ability to call the Series X Senior
Notes at any time on or after January   , 2010.

OPTIONAL REDEMPTION

     The Company shall have the right to redeem the Series X Senior Notes, in
whole or in part, without premium, from time to time, on or after January   ,
2010, upon not less than 30 nor more than 60 days' notice, at a redemption price
(the "Redemption Price") equal to 100% of the principal amount to be redeemed
plus any accrued and unpaid interest thereon to the date of redemption (the
"Redemption Date").

     If notice of redemption is given as aforesaid, the Series X Senior Notes so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price together with any accrued interest thereon, and from and after
such date (unless the Company shall default in the payment of the Redemption
Price and accrued interest) such Series X Senior Notes shall cease to bear
interest. If any Series X Senior Note called for redemption shall not be paid
upon surrender thereof for redemption, the principal shall, until paid, bear
interest from the Redemption Date at the Securities Rate. See "Description of
the Senior Notes -- 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 Series X
Senior Notes by tender, in the open market or by private agreement.

MANDATORY REDEMPTION

     In the event that (a) the Company issues, assumes, permits to exist or
guarantees any indebtedness secured by any mortgage, security interest, pledge
or lien of or upon any Principal Property of the Company, whether owned at the
date of the Insurance Agreement between the Company and the Insurer pursuant to
which the Insurer will issue the Policy (the "Insurance Agreement") or
thereafter acquired, in an aggregate amount at any one time outstanding during
the term of the Insurance Agreement in excess of $500,000,000 without in any
such case effectively securing the obligations of the Company in respect of the
Series X Senior Notes equally and ratably with such indebtedness, (b) the
Company reorganizes or transfers a substantial portion of the Company's assets
and the Company's obligations under the Series X Senior Notes, the Senior Note
Indenture and the Insurance Agreement are not assumed by, and do not become
direct and primary obligations of, a regulated utility company, or (c) the
Company fails to make, when due, any premium payment required under the
Insurance Agreement and such failure continues beyond the applicable cure
period, then, unless the Insurer consents to such issuance, assumption,
existence or guarantee, transaction or nonpayment, the Company must redeem the
Series X Senior Notes prior to the stated maturity date, in whole, upon not less
than 30 days' nor more than 60 days' notice at a redemption price equal to (i)
102% of the principal amount to be redeemed plus accrued and unpaid interest to
the Redemption Date if the Redemption Date is prior to January   , 2010 or (ii)
the Redemption Price if the Redemption Date is on or after January   , 2010.
"Principal Property" means tangible property, plant and equipment required or
utilized primarily and directly for the generation, transmission or distribution
of electricity, such as generation plants and transmission and distribution
lines.

                                       S-6
<PAGE>

BOOK-ENTRY ONLY ISSUANCE -- THE DEPOSITORY TRUST COMPANY

     The Depository Trust Company ("DTC") will act as the initial securities
depository for the Series X Senior Notes. The Series X Senior Notes will be
issued only as fully-registered securities registered in the name of Cede & Co.,
DTC's nominee, or such other name as may be requested by an authorized
representative of DTC. One or more fully-registered global Series X Senior Notes
certificates will be issued, representing in the aggregate the total principal
amount of Series X Senior Notes, and will be deposited with the Senior Note
Indenture Trustee on behalf of 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 deposit with DTC. DTC holds and provides asset servicing for over 2
million issues of U.S. and non-U.S. equity issues, corporate and municipal debt
issues and money market instruments from over 85 countries that DTC's
participants ("Direct Participants") deposit with DTC. DTC also facilitates the
post-trade settlement among Direct Participants of sales and other securities
transactions in deposited securities, through electronic computerized book-entry
transfers and pledges between Direct Participants' accounts. This eliminates the
need for physical movement of securities certificates. Direct Participants
include both U.S. and non-U.S. securities brokers and dealers, banks, trust
companies, clearing corporations and certain other organizations. DTC is a
wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC").
DTCC, in turn, is owned by a number of Direct Participants of DTC and members of
the National Securities Clearing Corporation, Government Securities Clearing
Corporation, MBS Clearing Corporation and Emerging Markets Clearing Corporation
(NSCC, GSCC, MBSCC and EMCC, also subsidiaries of DTCC), as well as by the New
York Stock Exchange, Inc., the American Stock Exchange LLC and the National
Association of Securities Dealers, Inc. Access to the DTC system is also
available to others such as both U.S. and non-U.S. securities brokers and
dealers, banks, trust companies and clearing corporations that clear through or
maintain a custodial relationship with a Direct Participant, either directly or
indirectly ("Indirect Participants"). The DTC rules applicable to its
Participants are on file with the Securities and Exchange Commission (the
"Commission"). More information about DTC can be found at www.dtcc.com.

     Purchases of Series X Senior Notes within the DTC system must be made by or
through Direct Participants, which will receive a credit for the Series X Senior
Notes on DTC's records. The ownership interest of each actual purchaser of
Series X Senior Notes ("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 Series X Senior
Notes. Transfers of ownership interests in the Series X Senior Notes are to be
accomplished by entries made on the books of Direct and Indirect Participants
acting on behalf of Beneficial Owners. Beneficial Owners will not receive
certificates representing their ownership interests in Series X Senior Notes,
except in the event that use of the book-entry system for the Series X Senior
Notes is discontinued.

     To facilitate subsequent transfers, all Series X Senior Notes deposited by
Direct Participants with DTC are registered in the name of DTC's partnership
nominee, Cede & Co., or such other name as may be requested by an authorized
representative of DTC. The deposit of Series X Senior Notes with DTC and their
registration in the name of Cede & Co. or such other DTC nominee do not effect
any changes in beneficial ownership. DTC has no knowledge of the actual
Beneficial Owners of the Series X Senior Notes. DTC's records reflect only the
identity of the Direct Participants to whose accounts such Series X Senior Notes
are credited, which may or may not be the Beneficial Owners. The Direct and
Indirect 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

                                       S-7
<PAGE>

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 Series X
Senior Notes are being redeemed, DTC will reduce the amount of the interest of
each Direct Participant in the Series X Senior Notes in accordance with its
procedures.

     Although voting with respect to the Series X Senior Notes is limited, in
those cases where a vote is required, neither DTC nor Cede & Co. (nor any other
DTC nominee) will consent or vote with respect to Series X Senior Notes. Under
its usual procedures, DTC mails an Omnibus Proxy to the Company 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
Series X Senior Notes are credited on the record date (identified in a listing
attached to the Omnibus Proxy).

     Payments on the Series X Senior Notes will be made to Cede & Co., or such
other nominee as may be requested by an authorized representative of DTC. DTC's
practice is to credit Direct Participants' accounts upon DTC's receipt of funds
and corresponding detail information from the Company or the Senior Note
Indenture Trustee on the relevant payment date in accordance with their
respective holdings shown on DTC's records. Payments by Direct or Indirect
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
Direct or Indirect Participant and not of DTC or the Company, subject to any
statutory or regulatory requirements as may be in effect from time to time.
Payment to Cede & Co. (or such other nominee as may be requested by an
authorized representative of DTC) is the responsibility of the Company,
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 of a global Series X Senior
Note will not be entitled to receive physical delivery of Series X Senior Notes.
Accordingly, each Beneficial Owner must rely on the procedures of DTC to
exercise any rights under the Series X Senior Notes. 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 Series X Senior Note.

     DTC may discontinue providing its services as securities depository with
respect to the Series X Senior Notes at any time by giving reasonable notice to
the Company. Under such circumstances, in the event that a successor securities
depository is not obtained, Series X Senior Notes 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 depository) with respect to the Series X Senior Notes. The Company
understands, however, that under current industry practices, DTC would notify
its Direct or Indirect Participants of the Company's decision but will only
withdraw beneficial interests from a global Series X Senior Note at the request
of each Direct or Indirect Participant. In that event, certificates for the
Series X Senior Notes will be printed and delivered to the applicable Direct or
Indirect Participant.

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

                           THE POLICY AND THE INSURER

     The following information has been furnished by Ambac Assurance Corporation
(the "Insurer") for use in this Prospectus Supplement. Reference is made to
Appendix A for a specimen of the Policy to be issued by the Insurer. No
representation is made by the Company or any Underwriter as to the accuracy or
completeness of any such information.

                                       S-8
<PAGE>

THE POLICY

     The Insurer and the Company will enter into an insurance agreement (the
"Insurance Agreement") pursuant to which the Insurer will issue a financial
guaranty insurance policy relating to the Series X Senior Notes (the "Policy"),
the form of which is attached to this Prospectus Supplement as Appendix A. The
following summary of the terms of the Policy does not purport to be complete and
is qualified in its entirety by reference to the Policy.

     The Insurer has made a commitment to issue the Policy effective as of the
date of issuance of the Series X Senior Notes. Under the terms of the Policy,
the Insurer will pay to The Bank of New York, in New York, New York, or any
successor thereto (the "Insurance Trustee") that portion of the principal of and
interest on the Series X Senior Notes which shall become Due for Payment but
shall be unpaid by reason of Nonpayment (as such terms are defined in the
Policy) by the Company. The Insurer will make such payments to the Insurance
Trustee on the later of the date on which such principal and interest becomes
Due for Payment or within one business day following the date on which the
Insurer shall have received notice of Nonpayment from the Senior Note Indenture
Trustee. The insurance will extend for the term of the Series X Senior Notes
and, once issued, cannot be canceled by the Insurer.

     The Policy will insure payment only on the stated maturity date, in the
case of principal, and on interest payment dates, in the case of interest. If
the Series X Senior Notes become subject to mandatory redemption and
insufficient funds are available for redemption of all outstanding Series X
Senior Notes, the Insurer will remain obligated to pay principal of and interest
on outstanding Series X Senior Notes on the originally scheduled interest and
principal payment dates. In the event of any acceleration of the principal of
the Series X Senior Notes, the insured payments will be made at such times and
in such amounts as would have been made had there not been an acceleration.

     In the event the Senior Note Indenture Trustee has notice that any payment
of principal of or interest on a Series X Senior Note which has become Due for
Payment and which is made to a holder by or on behalf of the Company has been
deemed a preferential transfer and theretofore recovered from its registered
owner pursuant to the United States Bankruptcy Code in accordance with a final,
nonappealable order of a court of competent jurisdiction, such registered owner
will be entitled to payment from the Insurer to the extent of such recovery if
sufficient funds are not otherwise available.

     The Policy does NOT insure any risk other than Nonpayment, as defined in
the Policy. Specifically, the Policy does NOT cover:

     1. payment on acceleration, as a result of a call for redemption or as a
        result of any other advancement of maturity.

     2. payment of any redemption, prepayment or acceleration premium.

     3. nonpayment of principal or interest caused by the insolvency or
        negligence of the Senior Note Indenture Trustee.

     If it becomes necessary to call upon the Policy, payment of principal
requires surrender of Series X Senior Notes to the Insurance Trustee together
with an appropriate instrument of assignment so as to permit ownership of such
Series X Senior Notes to be registered in the name of the Insurer to the extent
of the payment under the Policy. Payment of interest pursuant to the Policy
requires proof of holder entitlement to interest payments and an appropriate
assignment of the holder's right to payment to the Insurer.

     Upon payment of the insurance benefits and to the extent the Insurer makes
payments of principal of or interest on the Series X Senior Notes, the Insurer
will become the owner of such Series X Senior Note or the right to payment of
principal or interest on such Series X Senior Note and will be fully subrogated
to the surrendering holder's rights to payment.

THE INSURER

     The Insurer is a Wisconsin-domiciled stock insurance corporation regulated
by the Office of the Commissioner of Insurance of the State of Wisconsin and
licensed to do business in 50 states, the District of Columbia, the Commonwealth
of Puerto Rico, the Territory of Guam and the U.S. Virgin Islands. The

                                       S-9
<PAGE>

Insurer primarily insures newly-issued municipal and structured finance
obligations. The Insurer is a wholly-owned subsidiary of Ambac Financial Group,
Inc. (formerly, AMBAC, Inc.), a 100% publicly-held company. Moody's Investors
Service, Inc. ("Moody's"), Standard & Poor's ("S&P") and Fitch Ratings have each
assigned a triple-A financial strength rating to the Insurer.

     The consolidated financial statements of the Insurer and subsidiaries as of
December 31, 2003 and December 31, 2002 and for each of the years in the
three-year period ended December 31, 2003, prepared in accordance with
accounting principles generally accepted in the United States of America,
included in the Annual Report on Form 10-K of Ambac Financial Group, Inc. (which
was filed with the Commission on March 15, 2004; Commission File No. 1-10777);
the unaudited consolidated financial statements of the Insurer and subsidiaries
as of March 31, 2004 and for the periods ended March 31, 2004 and March 31, 2003
included in the Quarterly Report on Form 10-Q of Ambac Financial Group, Inc. for
the period ended March 31, 2004 (which was filed with the Commission on May 10,
2004); the unaudited consolidated financial statements of the Insurer and
subsidiaries as of June 30, 2004 and for the three and six month periods ended
June 30, 2004 and June 30, 2003 included in the Quarterly Report on Form 10-Q of
Ambac Financial Group, Inc. for the period ended June 30, 2004 (which was filed
with the Commission on August 9, 2004); the unaudited consolidated financial
statements of the Insurer and subsidiaries as of September 30, 2004 and for the
three and nine month periods ended September 30, 2004 and September 30, 2003
included in the Quarterly Report on Form 10-Q of Ambac Financial Group, Inc. for
the period ended September 30, 2004 (which was filed with the Commission on
November 9, 2004) and the Current Reports on Form 8-K filed with the Commission
on April 22, 2004, July 22, 2004, August 20, 2004, October 20, 2004 and November
12, 2004 as they relate to the Insurer are hereby incorporated by reference into
this Prospectus Supplement and shall be deemed to be a part hereof. Any
statement contained in a document incorporated herein by reference shall be
modified or superseded for the purposes of this Prospectus Supplement to the
extent that a statement contained herein by reference herein also 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 Supplement.

     All consolidated financial statements of the Insurer and subsidiaries
included in documents filed by Ambac Financial Group, Inc. 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 Supplement and prior to the termination of the offering
of the Series X Senior Notes shall be deemed to be incorporated by reference in
this Prospectus Supplement and to be a part hereof from the respective dates of
filing such consolidated financial statements.

     The following table sets forth the capitalization of the Insurer as of
December 31, 2002, December 31, 2003 and September 30, 2004 in conformity with
accounting principles generally accepted in the United States of America.

                  AMBAC ASSURANCE CORPORATION AND SUBSIDIARIES
                       CONSOLIDATED CAPITALIZATION TABLE
                             (DOLLARS IN MILLIONS)

<Table>
<Caption>
                                                                                          SEPTEMBER 30,
                                                                                              2004
                                                  DECEMBER 31, 2002   DECEMBER 31, 2003    (UNAUDITED)
                                                  -----------------   -----------------   -------------
<S>                                               <C>                 <C>                 <C>
Unearned premiums...............................       $2,137              $2,553            $ 2,736
Notes payable to affiliates.....................          111                  84                 13
Other liabilities...............................        1,865               2,197              2,167
                                                       ------              ------            -------
Total liabilities...............................        4,113               4,834              4,916
                                                       ------              ------            -------
Stockholder's equity
  Common stock..................................           82                  82                 82
  Additional paid-in capital....................          920               1,144              1,179
  Accumulated other comprehensive income........          231                 243                234
  Retained earnings.............................        2,849               3,430              3,921
                                                       ------              ------            -------
Total stockholder's equity......................        4,082               4,899              5,416
                                                       ------              ------            -------
Total liabilities and stockholder's equity......       $8,195              $9,733            $10,332
                                                       ======              ======            =======
</Table>

                                       S-10
<PAGE>

     For additional financial information concerning the Insurer, see the
audited consolidated financial statements of the Insurer incorporated by
reference herein. Copies of the consolidated financial statements of the Insurer
incorporated by reference and copies of the Insurer's annual statement for the
year ended December 31, 2003 prepared on the basis of accounting practices
prescribed or permitted by the State of Wisconsin Office of the Commissioner of
Insurance are available without charge from the Insurer. The address of the
Insurer's administrative offices and its telephone number are One State Street
Plaza, 19th Floor, New York, New York 10004 and (212) 668-0340.

                                    RATINGS

     It is anticipated that S&P and Moody's will assign the Series X Senior
Notes the ratings of "AAA" and "Aaa", respectively, conditioned upon the
issuance and delivery by the Insurer at the time of delivery of the Series X
Senior Notes of the Policy, insuring the timely payment of the principal of and
interest on the Series X Senior Notes. Such ratings reflect only the views of
such ratings agencies, and an explanation of the significance of such ratings
may be obtained only from such rating agencies at the following addresses:
Moody's Investors Service, Inc., 99 Church Street, New York, New York 10007; and
Standard & Poor's, 25 Broadway, New York, New York 10004. There is no assurance
that such ratings will remain in effect for any period of time or that they will
not be revised downward or withdrawn entirely by said rating agencies if, in
their judgment, circumstances warrant. Neither the Company nor any Underwriter
has undertaken any responsibility to oppose any proposed downward revision or
withdrawal of a rating on the Series X Senior Notes. Any such downward revision
or withdrawal of such ratings may have an adverse effect on the market price of
the Series X Senior Notes.

     At present, each of such rating agencies maintains four categories of
investment grade ratings. They are for S&P -- AAA, AA, A and BBB and for
Moody's -- Aaa, Aa, A and Baa. S&P defines "AAA" as the highest rating assigned
to a debt obligation. Moody's defines "Aaa" as representing the best quality
debt obligation carrying the smallest degree of investment risk.

                                       S-11
<PAGE>

                                  UNDERWRITING

     Subject to the terms and conditions set forth in the Underwriting Agreement
dated the date hereof, the Company has agreed to sell to each of the
Underwriters named below and each of the Underwriters severally has agreed to
purchase from the Company the principal amount of the Series X Senior Notes set
forth opposite its name below:

<Table>
<Caption>
                                                                PRINCIPAL
                                                                AMOUNT OF
                                                             SERIES X SENIOR
NAME                                                              NOTES
- ----                                                         ---------------
<S>                                                          <C>
Citigroup Global Markets Inc. .............................   $
Morgan Stanley & Co. Incorporated..........................
Banc of America Securities LLC.............................
Merrill Lynch, Pierce, Fenner & Smith
           Incorporated....................................
UBS Securities LLC.........................................
Wachovia Capital Markets, LLC..............................
                                                              ------------
          Total............................................   $
                                                              ============
</Table>

     The Underwriting Agreement provides that the obligations of the several
Underwriters to pay for and accept delivery of the Series X Senior Notes are
subject to, among other things, the approval of certain legal matters by their
counsel and certain other conditions. The Underwriters are obligated to take and
pay for all the Series X Senior Notes if any are taken.

     The Underwriters propose initially to offer the Series X Senior Notes to
the public at the public offering price set forth on the cover page of this
Prospectus Supplement and to certain dealers at such price less a concession not
in excess of $     per Series X Senior Note. The Underwriters may allow, and
such dealers may reallow, a discount not in excess of $     per Series X Senior
Note to certain other dealers. After the initial public offering, the public
offering price, selling concession and discount may be changed.

     Prior to this offering, there has been no public market for the Series X
Senior Notes. The Senior X Senior Notes are expected to be approved for listing
on the New York Stock Exchange (the "NYSE"), subject to official notice of
issuance. Trading of the Series X Senior Notes on the NYSE is expected to
commence within a 30-day period after the initial delivery of the Series X
Senior Notes. The Underwriters have advised the Company that they intend to make
a market in the Series X Senior Notes prior to the commencement of trading on
the NYSE. The Underwriters will have no obligation to make a market in the
Series X Senior Notes, however, and may cease market making activities, if
commenced, at any time.

     The Company has 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 Series X Senior Notes, any security
convertible into or exchangeable into or exercisable for Series X Senior Notes
or any debt securities substantially similar to the Series X Senior Notes
(except for the Series X Senior Notes issued pursuant to the Underwriting
Agreement), without the prior written consent of the Underwriters. The
Underwriters agreed that commercial paper or other debt securities with
scheduled maturities of less than one year are not subject to this restriction.

     The Company estimates that it will incur offering expenses of approximately
$          , which includes the initial premium for the Policy.

     In connection with the offering, the Underwriters may purchase and sell the
Series X Senior Notes in the open market. These transactions may include
over-allotment and stabilizing transactions and purchases to cover syndicate
short positions created in connection with the offering. Stabilizing
transactions consist of certain bids or purchases for the purpose of preventing
or retarding a decline in the market price of the Series X Senior Notes and
syndicate short positions involve the sale by the Underwriters of a greater
number of Series X Senior Notes than they are required to purchase from the
Company in the offering. The Underwriters also may impose a penalty bid, whereby
selling concessions allowed to syndicate members or other broker dealers in
respect of the securities sold in the offering for their account may be
reclaimed by the syndicate if such Series X Senior Notes are repurchased by the
syndicate in stabilizing or covering

                                       S-12
<PAGE>

transactions. These activities may stabilize, maintain or otherwise affect the
market price of the Series X Senior Notes, which may be higher than the price
that might otherwise prevail in the open market. These activities, if commenced,
may be discontinued at any time. These transactions may be effected on the NYSE,
in the over-the-counter market or otherwise.

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

     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 consolidated financial statements of the Insurer and subsidiaries as of
December 31, 2003 and 2002 and for each of the years in the three-year period
ended December 31, 2003 are incorporated by reference in this Prospectus
Supplement and in the registration statement in reliance upon the report of KPMG
LLP, an independent registered public accounting firm, incorporated by reference
in this Prospectus Supplement, and upon the authority of said firm as experts in
accounting and auditing. The report of KPMG LLP refers to changes in 2003 in the
Insurer's method of accounting for variable interest entities and stock-based
compensation.

                                       S-13
<PAGE>

                                   APPENDIX A

                                 FORM OF POLICY

<PAGE>



[AMBAC Logo]
Financial Guaranty Insurance Policy         Ambac Assurance Corporation
                                            One State Street Plaza, 15th Floor
                                            New York, New York 10004
                                            Telephone: (212) 668-0340

Obligor:                                    Policy Number:

Obligations:                                Premium:



Ambac Assurance Corporation (Ambac), a Wisconsin stock insurance corporation, in
consideration of the payment of the premium and subject to the terms of this
Policy, hereby agrees to pay to The Bank of New York, as trustee, or its
successor (the "Insurance Trustee"), for the benefit of the Holders, that
portion of the principal of and interest on the above-described obligations (the
"Obligations") which shall become Due for Payment but shall be unpaid by reason
of Nonpayment by the Obligor.

Ambac will make such payments to the Insurance Trustee within one (1) business
day following written notification to Ambac of Nonpayment. Upon a Holder's
presentation and surrender to the Insurance Trustee of such unpaid Obligations
or related coupons, uncanceled and in bearer form and free of any adverse claim,
the Insurance Trustee will disburse to the Holder the amount of principal and
interest which is then Due for Payment but is unpaid. Upon such disbursement,
Ambac shall become the owner of the surrendered Obligations and/or coupons and
shall be fully subrogated to all of the Holder's rights to payment thereon.

In cases where the Obligations are issued in registered form, the Insurance
Trustee shall disburse principal to a Holder only upon presentation and
surrender to the Insurance Trustee of the unpaid Obligation, uncanceled and free
of any adverse claim, together with an instrument of assignment, in form
satisfactory to Ambac and the Insurance Trustee duly executed by the Holder or
such Holder's duly authorized representative, so as to permit ownership of such
Obligation to be registered in the name of Ambac or its nominee. The Insurance
Trustee shall disburse interest to a Holder of a registered Obligation only upon
presentation to the Insurance Trustee of proof that the claimant is the person
entitled to the payment of interest on the Obligation and delivery to the
Insurance Trustee of an instrument of assignment, in form satisfactory to Ambac
and the Insurance Trustee, duly executed by the Holder or such Holder's duly
authorized representative, transferring to Ambac all rights under such
Obligation to receive the interest in respect of which the insurance
disbursement was made. Ambac shall be subrogated to all of the Holders' rights
to payment on registered Obligations to the extent of any insurance
disbursements so made.

In the event that a trustee or paying agent for the Obligations has notice that
any payment of principal of or interest on an Obligation which has become Due
for Payment and which is made to a Holder by or on behalf of the Obligor has
been deemed a preferential transfer and theretofore recovered from the Holder
pursuant to the United States Bankruptcy Code in accordance with a final,
nonappealable order of a court of competent jurisdiction, such Holder will be
entitled to payment from Ambac to the extent of such recovery if sufficient
funds are not otherwise available.

As used herein, the term "Holder" means any person other than (i) the Obligor or
(ii) any person whose obligations constitute the underlying security or source
of payment for the Obligations who, at the time of Nonpayment, is the owner of
an Obligation or of a coupon relating to an Obligation. As used herein, "Due for
Payment", when referring to the principal of Obligations, is when the scheduled
maturity date or mandatory redemption date for the application of a required
sinking fund installment has been reached and does not refer to any earlier date
on which payment is due by reason of call for redemption (other than by
application of required sinking fund installments), acceleration or other
advancement of maturity; and, when referring to interest on the Obligations, is
when the scheduled date for payment of interest has been reached. As used
herein, "Nonpayment" means the failure of the Obligor to have provided
sufficient funds to the trustee or paying agent for payment in full of all
principal of and interest on the Obligations which are Due for Payment.

This Policy is noncancelable. The premium on this Policy is not refundable for
any reason, including payment of the Obligations prior to maturity. This Policy
does not insure against loss of any prepayment or other acceleration payment
which at any time may become due in respect of any Obligation, other than at the
sole option of Ambac, nor against any risk other than Nonpayment.

In witness whereof, Ambac has caused this Policy to be affixed with a facsimile
of its corporate seal and to be signed by its duly authorized officers in
facsimile to become effective as its original seal and signatures and binding
upon Ambac by virtue of the countersignature of its duly authorized
representative.

                            [CORPORATE SEAL GRAPHIC]

[SIGNATURE]                                                [SIGNATURE]
 President                                                  Secretary

Effective Date:                          Authorized Representative

                                                [SIGNATURE]
                                   Authorized Officer of Insurance Trustee


THE BANK OF NEW YORK acknowledges that
it has agreed to perform the duties of
Insurance Trustee under this Policy.

Form No.: 2B-0012 (1/01)

                                      A-1

<PAGE>

PROSPECTUS

                                 $2,200,000,000

                             GEORGIA POWER COMPANY
                            CLASS A PREFERRED STOCK

                                  SENIOR NOTES

                           JUNIOR SUBORDINATED NOTES

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

                        GEORGIA POWER CAPITAL TRUST VIII
                         GEORGIA POWER CAPITAL TRUST IX
                         GEORGIA POWER CAPITAL TRUST X
                         GEORGIA POWER CAPITAL TRUST XI
                           TRUST PREFERRED SECURITIES
   FULLY AND UNCONDITIONALLY GUARANTEED, AS SET FORTH IN THIS PROSPECTUS, 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.

     See "Risk Factors" on page 2 for information on certain risks related to
the purchase of these securities.

     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.

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

JANUARY 12, 2005
<PAGE>

                             ABOUT THIS PROSPECTUS

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

     - Class A preferred stock (the "new Stock")

     - senior notes (the "Senior Notes")

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

and Georgia Power Capital Trust VIII, Georgia Power Capital Trust IX, Georgia
Power Capital Trust X and Georgia Power Capital Trust XI (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 $2,200,000,000. 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."

                                  RISK FACTORS

     Investing in the Company's securities involves risk. Please see the risk
factors described in the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2003, along with the disclosures related to risk factors
contained in the Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2004, June 30, 2004 and September 30, 2004, which are all incorporated
by reference in this Prospectus. Before making an investment decision, you
should carefully consider these risks as well as other information contained or
incorporated by reference in this Prospectus. The risks and uncertainties
described are not the only ones facing the Company. Additional risks and
uncertainties not presently known to the Company or that the Company currently
deems immaterial may also impair its business operations, its financial results
and the value of its securities.

                             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 of and exhibits to the Registration Statement) 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 to the Registration Statement, to which
reference is made.

     The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and in accordance with the
1934 Act 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.
Information on the operation of the Public Reference Room may be obtained by
calling the Commission at 1-800-SEC-0330. 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.

     No separate financial statements of any Trust are included in this
Prospectus. The Company considers that such statements would not be material to
holders of the Preferred Securities because each Trust has no

                                        2
<PAGE>

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 in this Prospectus 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, 2003;

        (b) the Company's Quarterly Reports on Form 10-Q for the quarters ended
           March 31, 2004, June 30, 2004 and September 30, 2004; and

        (c) the Company's Current Reports on Form 8-K dated January 12, 2004,
           January 15, 2004, February 12, 2004, May 7, 2004, May 18, 2004, July
           1, 2004, August 11, 2004, August 11, 2004, August 12, 2004 and
           December 21, 2004.

     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 in this Prospectus 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 in this Prospectus shall
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained in this Prospectus or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference in this Prospectus 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 IN THIS PROSPECTUS BY REFERENCE (OTHER
THAN THE EXHIBITS TO SUCH DOCUMENTS UNLESS SUCH EXHIBITS ARE SPECIFICALLY
INCORPORATED BY REFERENCE). SUCH REQUESTS SHOULD BE DIRECTED TO JANICE G. WOLFE,
CORPORATE SECRETARY, GEORGIA POWER COMPANY, 241 RALPH MCGILL BOULEVARD, N.E.,
ATLANTA, GEORGIA 30308-3374, TELEPHONE: (404) 506-6526.

                             GEORGIA POWER COMPANY

     The Company is a wholly-owned subsidiary of The Southern Company
("Southern"), 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 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.

                                        3
<PAGE>

                              SELECTED INFORMATION

     The following material, which is presented in this Prospectus 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 by reference in this
Prospectus or elsewhere in this Prospectus, is qualified in its entirety by
reference to those documents and, therefore, should be read together with those
documents.

                             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

Customers at December 31, 2003...    2,038,271

Generating Capacity at December
31, 2003 (kilowatts).............    13,979,951

Sources of Generation during 2003
  (kilowatt-hours)...............    Coal (75%), Nuclear (22%), Hydro (3%)

                                 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>
                                                                                          NINE MONTHS
                                                        YEAR ENDED DECEMBER 31,              ENDED
                                                 -------------------------------------   SEPTEMBER 30,
                                                 1999    2000    2001    2002    2003       2004(1)
                                                 ----    ----    ----    ----    ----    -------------
<S>                                              <C>     <C>     <C>     <C>     <C>     <C>
Ratio of Earnings to Fixed Charges(2)..........   4.26    4.14    4.79    5.07    5.01        5.91
Ratio of Earnings to Fixed Charges Plus
  Preferred Dividend Requirements (Pre-Income
  Tax Basis)(3)................................   4.22    4.12    4.77    5.05    4.99        5.89
</Table>

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

(1) Due to seasonal variations in the demand for energy, operating results for
    the nine months ended September 30, 2004 do not necessarily indicate
    operating results for the entire year.
(2) This ratio is computed as follows: (i) "Earnings" have been calculated by
    adding to "Earnings Before Income Taxes" "Interest expense, net of amounts
    capitalized," "Interest expense to affiliate trusts," "Distributions on
    mandatorily redeemable preferred securities" and the debt portion of
    allowance for funds used during construction; and (ii) "Fixed Charges"
    consist of "Interest expense, net of amounts capitalized," "Interest expense
    to affiliate trusts," "Distributions on mandatorily redeemable preferred
    securities" and the debt portion of allowance for funds used during
    construction.
(3) 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.

                                   THE TRUSTS

     Each Trust is a statutory trust created under Delaware law pursuant to the
filing of a certificate of trust with the Delaware Secretary of State on March
23, 2001 with respect to Georgia Power Capital Trust VIII, May 22, 2003 with
respect to Georgia Power Capital Trust IX and Georgia Power Capital Trust X and
December 8, 2004 with respect to Georgia Power Capital Trust XI. Each Trust's
business is defined in a trust agreement, executed by the Company, as Depositor,
and the Delaware Trustee of each Trust. This trust agreement of each Trust will
be amended and restated in its entirety substantially in the form filed as an

                                        4
<PAGE>

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 to these
purposes. 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 for these purposes, 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; JPMorgan Chase Bank, N.A. 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 THE TRUSTS

     For financial reporting purposes, each Trust is a variable interest entity.
The Company does not meet the definition of primary beneficiary and, therefore,
accounts for its investment in each Trust under the equity method in accordance
with Financial Accounting Standards Board Interpretation No. 46R, "Consolidation
of Variable Interest Entities." The Junior Subordinated Notes payable to each
Trust will be presented as a separate line item in the Company's balance sheet.
Interest related to the Junior Subordinated Notes will be reflected as a
separate line item on the Company's income statement and appropriate disclosures
concerning the Preferred Securities, the Guarantees and the Junior Subordinated
Notes will be included in the notes to the Company's financial statements.

                                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 new Stock or
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 NEW STOCK

     Set forth below is a description of the general terms of the new Stock. The
statements in this Prospectus concerning the new Stock are an outline and do not
purport to be complete. Such statements make use of defined terms and are
qualified in their entirety by reference to the Charter of the Company (the
"Charter") and the amendments thereto, a copy of which is filed as an exhibit to
the Registration Statement of which this Prospectus forms a part for complete
statements and for the definitions of various terms. The general

                                        5
<PAGE>

provisions which apply to the preferred stock of the Company of all classes,
which are now or may at a later time be authorized or created, are set forth in
the Charter.

GENERAL

     The new Stock will be issued in series of the Company's Class A Preferred
Stock to be established and designated by an amendment to the Charter.

     As of September 30, 2004, there were no outstanding shares of the Class A
Preferred Stock. The Class A Preferred Stock is without par value, but it has a
stated value of $25 per share. In addition to the Class A Preferred Stock, the
Company has authorized 500,000 shares of Preferred Stock, cumulative, without
par value, but with a stated value of $100 per share. As of June 30, 2004, there
were outstanding 145,689 shares of the Preferred Stock.

     The new Stock will not be subject to further calls or assessment by the
Company.

     Any proposed listing of the new Stock on a securities exchange will be
described in the applicable Prospectus Supplement.

TRANSFER AGENT AND REGISTRAR

     Unless otherwise indicated in the applicable Prospectus Supplement, the
transfer agent for the new Stock will be Southern Company Services, Inc., 270
Peachtree Street, N.W., Atlanta, Georgia 30303, which will also serve as the
registrar.

DIVIDEND RIGHTS AND PROVISIONS

     Dividends on the new Stock are payable, when and if declared by the Board
of Directors, at the rate per annum determined for each respective series.
Unless otherwise indicated in the applicable Prospectus Supplement, dividends
will be payable to holders of record of the new Stock as they appear on the
books of the Company on the record dates fixed by the Board of Directors.

     The applicable Prospectus Supplement will set forth the dividend rate
provisions of the new Stock, including the payment dates and the rate or rates,
or the method of determining the rate or rates (which may involve periodic
dividend rate settings through remarketing or auction procedures or pursuant to
one or more formulae, as described in the applicable Prospectus Supplement), and
whether dividends shall be cumulative and, if so, from which date or dates.

REDEMPTION PROVISIONS

     The redemption provisions applicable to the new Stock will be described in
the applicable Prospectus Supplement.

VOTING RIGHTS

     The applicable Prospectus Supplement will describe the voting rights for
each series of the new Stock.

  LIQUIDATION RIGHTS

     Upon voluntary or involuntary liquidation, the holders of the Preferred
Stock and Class A Preferred Stock of each series, without preference among
series, are entitled to receive the amount specified to be payable on the shares
of such series before any distribution of assets may be made to the holders of
the Company's Common Stock. Available assets, if insufficient to pay such
amounts to the holders of the Preferred Stock and Class A Preferred Stock, are
to be distributed pro rata to the payment, first of the amount per share payable
in the event of involuntary liquidation, second of accrued dividends and third
of any premium.

                                        6
<PAGE>

SINKING FUND

     The terms and conditions of a sinking or purchase fund, if any, for the
benefit of the holders of the new Stock will be set forth in the applicable
Prospectus Supplement.

OTHER RIGHTS

     The holders of the new Stock do not have any pre-emptive or conversion
rights, except as otherwise described in the applicable Prospectus Supplement.

                        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 JPMorgan Chase Bank, N.A.
(formerly known as The Chase Manhattan Bank), as trustee (the "Senior Note
Indenture Trustee"), as to be supplemented by a supplemental indenture to the
Senior Note Indenture establishing the Senior Notes of each series (the Senior
Note Indenture, as so supplemented, is 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 in this Prospectus 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 equally with all other unsecured and
unsubordinated debt of the Company. The Senior Notes will be effectively
subordinated to all secured debt of the Company, aggregating approximately
$78,000,000 outstanding at September 30, 2004. The Senior Note Indenture does
not limit the aggregate principal amount of Senior Notes that may be issued
under the Senior Note Indenture 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
by such Prospectus Supplement: (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 or at the option of the holder prior to their
maturity; (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 of such Senior Notes, the
portion of the principal amount of such Senior Notes which shall be payable upon
declaration of acceleration of the maturity of such Senior Notes; (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.

                                        7
<PAGE>

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 in the Senior Note Indenture 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 of
the Senior Notes 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 without the consent of the
holder of each outstanding Senior Note of such series affected.

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) issue, 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

                                        8
<PAGE>

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 to an interest payment 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 from that time forward look only to the Company for payment of
such principal and interest.

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 that is affected, 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 that is affected, (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 of any Senior Note or the rate of interest on any Senior Note
or any premium payable upon the redemption of any Senior Note, or change the
method of calculating the rate of interest of any Senior Note, or impair the
right to institute suit for the enforcement of any such payment on or after the
stated maturity of any Senior Note (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 under the Senior Note Indenture 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 that is affected.

     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 in the United States 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

                                        9
<PAGE>

transaction complies with the provisions of the Senior Note Indenture governing
consolidation, merger, conveyance, transfer or lease and that all conditions
precedent to the transaction 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 by the Senior Note Indenture Trustee. 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.

     JPMorgan Chase Bank, N.A., the Senior Note Indenture Trustee, also serves
as Subordinated Note Indenture Trustee, as Property Trustee and as Guarantee
Trustee (as defined below). The Company and certain of its affiliates maintain
deposit accounts and banking relationships with JPMorgan Chase Bank, N.A.
JPMorgan Chase Bank, N.A. 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 to the Senior Note Indenture 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
JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank), as
trustee (the "Subordinated Note Indenture Trustee"), as to be supplemented by a
supplemental indenture to the Subordinated Note Indenture establishing the
Junior Subordinated Notes of each series (the Subordinated Note Indenture, as so
supplemented, is 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 in this Prospectus 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 under the Subordinated Note
Indenture and

                                        10
<PAGE>

provides that Junior Subordinated Notes may be issued from time to time in one
or more series pursuant to an indenture supplemental to the Subordinated Note
Indenture. The Subordinated Note Indenture gives 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 by such Prospectus Supplement: (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 or at the option of the holder
prior to their maturity; (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 of the Junior Subordinated Notes, the portion of the principal
amount of such Junior Subordinated Notes which shall be payable upon declaration
of acceleration of the maturity of such Junior Subordinated Notes; (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 incurred, created or
assumed after such date, (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
                                        11
<PAGE>

senior subordinated debt securities including, without limitation, all
obligations under its indentures with various trustees; (ii) all capital lease
obligations; (iii) all obligations issued or assumed as the deferred purchase
price of property, all conditional sale obligations and all obligations of 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 that ranks equally 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 September 30, 2004,
Senior Indebtedness of the Company aggregated approximately $4,163,000,000.

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 on such interest due 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 under the Subordinated Note
Indenture 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 equally 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
                                        12
<PAGE>

of such Trust, the redemption of all of the Trust Securities of such Trust, or
certain mergers, consolidations or amalgamations, each as permitted by the
related Trust Agreement, and (b) to otherwise continue to be classified as a
grantor trust for United States federal income tax purposes.

EVENTS OF DEFAULT

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

          (a) failure for 10 days to pay interest on the Junior Subordinated
     Notes of such series, including any Additional Interest (as defined in
     clause (ii) of the definition of Additional Interest in the Subordinated
     Note Indenture) on such unpaid interest, 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 of Additional Interest 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
     of Additional Interest 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 in the Subordinated Note
     Indenture 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 of the Junior
Subordinated Notes 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

                                        13
<PAGE>

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 without the consent of the holder of each outstanding Junior
Subordinated Note of such series affected.

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) issue, 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 to an interest payment 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 from that time forward look only to the
Company for payment of such principal and interest.

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 that is affected, 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 that is affected, (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 of any
Junior Subordinated Note or the rate of interest (including Additional Interest)
of any Junior Subordinated Note or any premium payable upon the redemption of
any Junior Subordinated Note, or change the method of calculating the rate of
interest on any Junior Subordinated Note, or impair the right to institute suit
for the enforcement of any such payment on or after the stated maturity of any
Junior Subordinated Note (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
                                        14
<PAGE>

consent of whose holders is required for any waiver (of compliance with certain
provisions of the Subordinated Note Indenture or certain defaults under the
Subordinated Note Indenture and their consequences) provided for in the
Subordinated Note Indenture, or (iii) modify any of the provisions of the
Subordinated Note Indenture relating to supplemental indentures, waiver of past
defaults, or waiver of certain covenants, except to increase any such percentage
or to provide that certain other provisions of the Subordinated Note Indenture
cannot be modified or waived without the consent of the holder of each
outstanding Junior Subordinated Note that is affected, 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 of the United States 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 to the transaction 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 by the Subordinated Note Indenture Trustee. 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.

     JPMorgan Chase Bank, N.A., 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 JPMorgan Chase Bank, N.A. JPMorgan Chase Bank, N.A.
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.

                                        15
<PAGE>

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 to the Subordinated Note Indenture 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 to such Trust. 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 by this Prospectus 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 to the Preferred Securities.

                         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. JPMorgan Chase Bank, N.A.
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 in such Guarantee and those made part of such Guarantee 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 in the Guarantee, to pay in full,
to the holders of the related Preferred Securities, the Guarantee
                                        16
<PAGE>

Payments (as defined below), 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 to the Preferred Securities (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 for these distributions, (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 to pay such Redemption Price, 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 for such purpose, 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 equal to or subordinate by their terms, (ii) equal to the most
senior preferred or preference stock now issued by the Company or issued at a
later date by the Company and with any guarantee now entered into by the Company
or entered into at a later date 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 of Preferred Securities
agrees to the subordination provisions and other terms of the Guarantee related
to the Preferred Securities. The Company has outstanding preferred stock that
ranks equal 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.

                                        17
<PAGE>

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 under such Guarantee. 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 by the Guarantee Trustee.

     JPMorgan Chase Bank, N.A., 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 JPMorgan Chase Bank, N.A. JPMorgan Chase Bank, N.A.
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.

                                        18
<PAGE>

                  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 under each Trust Agreement 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 for such purpose are legally
and immediately available) and other payments due on the Preferred Securities
(to the extent funds for such purpose 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 that allows the holders of the related Preferred Securities to
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 that allows the holders of the Preferred Securities to
which such Guarantee relates to direct the Guarantee Trustee to enforce its
rights under such Guarantee. 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 with such action, 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
                                        19
<PAGE>

related series of 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 of
Senior Indebtedness 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 new Stock, 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 new Stock, Senior
Notes, Junior Subordinated Notes or Preferred Securities will set forth the
terms of the offering of such new Stock, Senior Notes, Junior Subordinated Notes
or Preferred Securities, including the name or names of any underwriters or
agents, the purchase price of such new Stock, 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 new Stock, Senior Notes, Junior
Subordinated Notes or Preferred Securities may be listed.

     If underwriters participate in the sale, such new Stock, 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 new Stock, 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 new Stock, 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 new Stock, 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 new Stock, Senior Notes,
Junior Subordinated Notes or Preferred Securities are sold for public offering
and sale may make a market in such new Stock, 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 new
Stock, Senior Notes, Junior Subordinated Notes or Preferred Securities may or
may not be listed on a national securities exchange.

                                        20
<PAGE>

                                 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 new Stock, the Senior Notes,
the Junior Subordinated Notes, the Guarantees and certain matters relating to
such securities 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 the related financial statement schedule as of
and for the years ended December 31, 2003 and 2002 incorporated in this
Prospectus by reference from the Company's Annual Report on Form 10-K for the
year ended December 31, 2003 have been audited by Deloitte & Touche LLP, an
independent registered public accounting firm, as stated in their reports (which
report on the financial statements expresses an unqualified opinion and includes
an explanatory paragraph referring to the Company's change in its method of
accounting for asset retirement obligations), which are incorporated by
reference in this Prospectus, and have been so incorporated in reliance upon the
reports of such firm given upon their authority as experts in accounting and
auditing.

     Certain of the Company's financial statements and schedules incorporated by
reference in this Prospectus have been audited by Arthur Andersen LLP
("Andersen"), independent public accountants, as indicated in their reports with
respect to the financial statements and schedules, and are incorporated by
reference in this Prospectus, in reliance upon the authority of Andersen as
experts in giving such reports. On March 28, 2002, Southern's Board of
Directors, upon recommendation of its Audit Committee, decided not to engage
Andersen as the Company's principal public accountants. The Company has not
obtained reissued reports from Andersen and has been unable to obtain, after
reasonable efforts, Andersen's written consent to incorporate by reference
Andersen's reports on the financial statements. Under these circumstances, Rule
437a under the 1933 Act permits this Prospectus to be filed without a written
consent from Andersen. The absence of such written consent from Andersen may
limit a holder's ability to assert claims against Andersen under Section 11(a)
of the 1933 Act for any untrue statement of a material fact contained in the
financial statements audited by Andersen or any omissions to state a material
fact required to be stated in the financial statements.

                                        21

<PAGE>

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

                                  $150,000,000

                                   (GPC LOGO)

                         SERIES X        % SENIOR NOTES
                              DUE JANUARY 15, 2045

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

                       PRELIMINARY PROSPECTUS SUPPLEMENT
                                JANUARY   , 2005

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

                                   CITIGROUP
                                 MORGAN STANLEY
                         BANC OF AMERICA SECURITIES LLC
                              MERRILL LYNCH & CO.
                              UBS INVESTMENT BANK
                              WACHOVIA SECURITIES

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

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