GEORGIA POWER COMPANY TO THE BANK OF NEW YORK, TRUSTEE EIGHTH SUPPLEMENTAL INDENTURE DATED AS OF JUNE 30, 2006 TO BE EFFECTIVE AS OF JULY 1, 2006 Pursuant to Senior Note Indenture Dated as of March 1, 1998 from Savannah Electric and Power Company To The Bank of New York, as Trustee

THIS EIGHTH SUPPLEMENTAL INDENTURE is dated as of the 30^th day of June, 2006 and shall be effective as of the 1^st day of July, 2006, by and between GEORGIA POWER COMPANY, a Georgia corporation, 241 Ralph McGill Boulevard, N.E., Atlanta, Georgia 30308-3374 (the “Company”), and THE BANK OF NEW YORK, a New York banking corporation, 101 Barclay Street, 21 West, New York, New York  10286 (the “Trustee”).

W I T N E S S E T H:

WHEREAS, Savannah Electric and Power Company (“Savannah Electric”) has heretofore entered into a Senior Note Indenture, dated as of March 1, 1998 (the “Original Indenture”), with The Bank of New York, as trustee, as heretofore supplemented;

WHEREAS, effective as of the date hereof, Savannah Electric shall merge with and into the Company;

WHEREAS, the Original Indenture is incorporated herein by this reference and the Original Indenture, as heretofore supplemented and as further supplemented by this Eighth Supplemental Indenture, is herein called the “Indenture”;

WHEREAS, under the Original Indenture, Savannah Electric may merge with and into a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia which expressly assumes, by an indenture supplemental to the Original Indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest on all the Senior Notes (as defined in the Original Indenture) and the performance of every covenant of the Indenture on the part of Savannah Electric to be performed or observed;

WHEREAS, the Company is a Georgia corporation and proposes to assume the due and punctual payment of the principal of (and premium, if any) and interest on all the Senior Notes and the performance of every covenant of the Indenture on the part of Savannah Electric to be performed or observed; and

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

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