Exhibit 4.5

                              ALABAMA POWER COMPANY

                                     BY-LAWS

                                    --------



                                    ARTICLE I

               NAME, DURATION, PURPOSE AND LOCATION OF CORPORATION

       Section 1. The name of this corporation is ALABAMA POWER COMPANY. Its
duration is perpetual. Its purposes are expressed in the original certificate of
incorporation of Alabama Power Company and the additions thereto and the
amendments and changes which have been or which may be made therein from time to
time; in the certificate of incorporation and the several amendments thereto of
the corporations which have been or may hereafter be merged into or consolidated
with this corporation; and the joint agreements of merger or consolidation
heretofore made or which may hereafter be made with this corporation. Its
principal office and place of business shall be in Birmingham, Jefferson County,
Alabama; but the corporation may also have offices in other counties, cities and
towns in the State of Alabama, and in the City of New York, and in such other
places beyond the State of Alabama as the board of directors may from time to
time appoint, or the business of the corporation may require.


                                   ARTICLE II

                             STOCKHOLDERS' MEETINGS

                                Place of Meeting

       Section 1. All meetings of the stockholders shall be held, either within
or without the State of Alabama, at such place designated in the call for or
notice of the meeting.

                                 Annual Meeting

       Section 2. The annual meeting of the stockholders shall be held on the
fourth Friday in April in each year, if not a legal holiday, and if a legal
holiday, then on the following Friday, when the stockholders entitled to vote
shall elect by ballot a board of not exceeding twenty-five directors to serve
for one year and until their successors are elected or chosen and qualified and
shall transact such other business as may come before the meeting.






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                                       2.

                                Special Meetings

       Section 3. Special meetings of the stockholders for any purpose or
purposes other than those regulated by statute may be called at any time by the
chairman of the board of directors or the president or the board of directors or
the holders of not less than one-tenth of all the shares entitled to vote
thereat.

       In the event of catastrophe wrought by war affecting the territory,
facilities, or personnel of the corporation, a special meeting of stockholders
may be called by a majority of the stockholders entitled to vote or by a proxy
or proxies appointed by such a majority for the purpose of either electing
directors to the extent deemed necessary or desirable to fill vacancies or for
the exercise of powers for removal of directors who are not, in the opinion of
the said proxy or proxies, available for service because of disability,
disappearance or other reasons, or for both such purposes; and at such meeting
it shall constitute cause for such removal of a director when he is not, in the
opinion of said proxy or proxies, available for service because of disability,
disappearance or any other reason which would interfere with the performance of
his duties as director and any member of the board of directors may be removed
for such cause and the vacancy thereby created filled.

                                Notice of Meeting

       Section 4. Written notice of the time and place of holding all meetings
shall, unless waived, be given to each stockholder entitled to vote not less
than ten or more than fifty days before the date of the meeting, either
personally or by mail, to such address as appears on the books of the
corporation, unless by statute other or further notice is required, and in this
event the required statutory notice shall be given; and, in the case of special
meetings, the purpose thereof shall be stated in the notice.

                                     Voting

       Section 5. The voting rights of the stockholders shall be set forth in
the charter of the corporation as amended. Any stockholder entitled to vote may
vote in person or by proxy appointed by an instrument in writing subscribed by
such stockholder. The proxy holder need not be a stockholder. Upon the demand of
any stockholder entitled to vote, the vote upon any question before the meeting
shall be by ballot. All elections shall be had and, subject to the provisions of
the charter of the corporation as amended, all questions decided by a majority
vote of the stock represented at the meeting in person or by proxy and entitled
to vote thereat.

                                     Quorum

       Section 6. Subject to the provisions of the charter of the corporation as
amended, the holders of a majority of the stock issued and outstanding and
entitled to vote at the meeting, present in person or represented by proxy,
shall be requisite to constitute a quorum at all meetings of the stockholders
for the transaction of business. If, however, such majority shall not be present
or represented at any meeting, the stockholders present in person or by proxy
and so entitled to vote, shall have power to adjourn the meeting until


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                                       3.

the requisite amount of stock shall be represented; and at such adjourned
meeting any business may be transacted at the original meeting. Every meeting of
the stockholders may be adjourned from time to time until its business is
completed.

                                 Rules of Order

       Section 7. The rules of order governing deliberative bodies shall, as far
as possible, govern the meetings of stockholders and directors, and, unless
otherwise ordered by the meeting, the order of business shall be as follows:

(a)      Call to order and organization of meeting;
(b)      Statement of object of the meeting;
(c)      Reading of and passing upon the minutes of the previous meeting;
(d)      Reports and other communications and the disposition of the same;
(e)      Unfinished business;
(f)      New business;
(g)      The election of directors and officers.

                                   ARTICLE III

                                    DIRECTORS

                                   Election Of

       Section 1. The property and business of the corporation shall be managed
by its board of directors, the members of which shall be elected by the
stockholders as aforesaid.

                                   Eligibility

       Section 2. A person being a full time executive employee of the
corporation or its parent company or any affiliated company when first elected a
director of the corporation (hereinafter sometimes referred to as an
"employee-director") shall not be eligible for election as a director when he
ceases to be an executive employee; whether by reason of resignation, retirement
or other cause. Any employee-director shall resign as a director effective on
the date he ceases to be an executive employee.

       A person not an employee-director shall not be eligible for election or
re-election as a director of this corporation (1) after his 70th birthday, (2)
one year after permanent separation from the business or professional
organization with which he was primarily associated when first elected a
director, (3) one year after other material change in his primary occupation or
executive position from that which he pursued or held when first elected a
director, or (4) one year after moving his principal residence outside the state
in which he was a resident when first elected a director, whichever event first
occurs.

       The application to an individual of any provision of this paragraph may
be waived by the Board of Directors. Any such waiver shall only be effective on
a year-to-year basis.



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                                       4.

                                  Compensation

       Section 3. Directors, other than "employee-directors", shall receive
directors' fees in the amounts and by the method fixed by the board of
directors. All directors shall be reimbursed for actual expenses incurred in
connection with their attendance of meetings of the board of directors. Nothing
herein contained shall be construed to preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.

                                   ARTICLE IV

                               BOARD OF DIRECTORS

                              Meetings of the Board

       Section 1. The directors may hold their meetings either within or outside
the State of Alabama at such places as they may from time to time determine and
as authorized by the laws of the State of Alabama.

                                 Annual Meeting

       Section 2. The annual meeting of the board of directors shall be held as
soon as practicable after the annual meeting of the stockholders, for the
purpose of electing officers and for the transaction of such other business as
may come before the meeting; at least three days' notice of the time and place
of holding the meeting to be given to each member of the board.

                                Regular Meetings

       Section 3. Regular meetings of the board may be held without notice at
such time and place as may from time to time be appointed by the board.

                                Special Meetings

       Section 4. Special meetings of the board may be called by the chairman of
the board or the president, on two day's notice to each director, by delivered
letter, by mail or by telegram or by personal communication either over the
telephone or otherwise. Special meetings shall be called by the secretary in
like manner and on like notice, on the written request of one-third of the
directors for the time being in office.

                                     Quorum

       Section 5. At all meetings of the board of directors, a majority of the
directors in office shall be necessary and sufficient to constitute a quorum for
the transaction of business, except as otherwise provided in Section 14 of this
Article IV, and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the board of directors, except as
may be otherwise specifically permitted or provided by statute or by the charter
of the corporation as amended or by these by-laws. If at any

                                       5.

meeting of the board there shall be less than a quorum present, a majority of
those present may adjourn the meeting from time to time until a quorum is
obtained and no further notice thereof need be given other than by announcement
at the meeting which shall be so adjourned.

                                 General Powers

       Section 6. In addition to the powers and authority by these by-laws
expressly conferred on it, the board may exercise all such powers of the
corporation and do all such lawful acts and things as are not be statute or by
the charter of the corporation as amended or by these by-laws, directed or
required to be exercised or done by the stockholders.

                                 Specific Powers

       Section 7. Without prejudice to the general powers conferred by Section 6
of this Article IV, the board of directors shall in addition thereto have the
following specific powers, that is to say:

(a) From time to time to make and change rules and regulations not inconsistent
with these by-laws for the management of the property and business of the
corporation;

(b) To purchase or otherwise acquire for the corporation any property, rights,
privileges or franchises which the corporation is authorized to acquire, at such
prices or consideration and generally on such terms and conditions as the board
shall think fit; and at its discretion to pay for the same either wholly or
partly in money, stock or other securities or property of the corporation;

(c) To sell, exchange or otherwise dispose of any property of the corporation
less than all, for such price or consideration, and generally on such terms and
conditions as the board thinks fit; and at its discretion to accept in whole or
partial payment therefor, money, stock or other securities or properties;

(d) To appoint and at the discretion of the board to remove or suspend such
subordinate officers, agents or employees, permanently or temporarily, as it may
think fit, and to determine their duties, and to require bonds in such instances
and in such amounts and with such sureties as it may think fit;

(e) To appoint any person or corporation to accept and hold in trust for the
corporation any property belonging to the corporation or in which it is
interested, or for any other purpose, and to execute all such deeds and
instruments and perform such acts as may be requisite in relation to any such
trust;

(f) To determine who shall be authorized on behalf of the corporation to sign
bills, notes, receipts, acceptances, endorsements, checks, releases, contracts
and documents;


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                                       6.

(g) To authorize the execution and delivery of notes and other evidences of
indebtedness of the corporation for money borrowed or other indebtedness
incurred by the corporation; and to authorize the execution, certification,
delivery and sale of the mortgage bonds of the corporation, from time to time
upon such terms and conditions as the board may approve.

(h) To delegate any of the powers of the board in the course of the current
business of the corporation, to any standing or special committee or to any
officer or agent, or to appoint any persons to be agents of the corporation,
with such powers and upon such terms as the board thinks fit.

                              Record of Proceedings

       Section 8. The board of directors shall cause a record of its proceedings
and of all directors meetings to be properly kept by the secretary of the
corporation or by a secretary pro tempore. The records shall be verified by the
signature of the person acting as secretary.

                                Books of Account

       Section 9. The board of directors shall cause regular and correct books
of account to be kept, and to be balanced and certified by some public
accountant at least once every year.

                              Election of Officers

       Section 10. The board of directors at its annual meeting may elect from
their own number a chairman of the board, shall elect from their own number a
president and shall elect a secretary. In addition, the board of directors at
its annual meeting shall elect one or more vice presidents. At the annual
meeting or any other meeting duly held from time to time the board may elect
other vice presidents, a treasurer and such other officers as the board shall
deem necessary or appropriate.

                               Books, Papers, Etc.

       Section 11. The property and funds, books, correspondence and papers of
the corporation, in the possession or control of any officer or agent thereof,
shall at all times be subject to the inspection of the board of directors, the
executive committee or a committee appointed for the purpose at a general
meeting of the holders of the common stock. The minutes, including the
resolutions and proceedings of the board, shall be produced when required by the
stockholders at any general meeting.

                      Annual Report and Inspection of Books

       Section 12. The president and chairman of the board shall present to the
annual meeting of stockholders a report showing a balance sheet and an income
statement for the preceding fiscal year. A copy of such report shall be mailed
to each stockholder of the corporation at least fifteen days in advance of the
annual meeting of the corporation. The chief executive officer shall have the
duty of preparing such report which may also contain


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                                       7.

such other information and may be in such detail as the president, the chairman
of the board and the board of directors may determine in their absolute
discretion.

       The stockholders of the corporation by majority vote at any meeting of
the stockholders duly called, or in case the stockholders shall fail to act, the
board of directors, shall determine, except as otherwise provided by law, the
conditions and regulations under which the books and accounts of the
corporation, or any of them, shall be open to inspection by the stockholders of
the corporation; and the stockholders shall have no right to inspect any account
or book or document of the corporation except as conferred by law or authorized
by a resolution of the stockholders or of the board of directors.

                                     Voting

       Section 13. No member of the board shall vote on a question in which he
is interested otherwise than as a stockholder, except in election of officers;
or be present at the meeting while the same is being considered if requested by
the chairman of the meeting or the majority of those present to retire. No
action, however, shall be taken on the question unless after such retirement
there be left a quorum in the meeting.

                                    Vacancies

       Section 14. Subject to the provisions of the charter of the corporation
as amended, if the office of any director becomes vacant by reason of death,
resignation, retirement, disqualification, removal from office or otherwise, the
remaining directors even though such remaining directors do not constitute a
quorum, may choose a successor or successors, who shall hold office for the
unexpired term in respect of which such vacancy occurred; but vacancies in the
board of directors arising from an increase of the number of directors shall be
filled by the stockholders, unless otherwise directed by the stockholders.

                                    ARTICLE V

                         EXECUTIVE AND OTHER COMMITTEES

                               Executive Committee

       Section 1. The board of directors may, by resolution adopted by a
majority of the whole board in office, designate no fewer than three (3) of the
directors to constitute an executive committee, of which the president and
chairman of the board shall be members. Three members of such committee shall
constitute a quorum. The chief executive officer shall act as chairman of the
executive committee. During the intervals between the meetings of the board, the
executive committee shall have and may exercise all the powers of the board of
directors in the management of the property and business of the corporation and
shall have power to authorize the seal of the corporation to be affixed to all
instruments that may require it, all except as otherwise provided by law.




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                                       8.

                                 Audit Committee

       Section 2. The board of directors may, by resolution adopted by a
majority of the whole board in office, designate no fewer than three nonofficer
directors to constitute an audit committee. A majority of the members of the
audit committee shall constitute a quorum. The board of directors shall appoint
the chairman of the audit committee. The audit committee shall assist the
directors in fulfilling their responsibilities for financial reporting,
improving and maintaining financial controls, and periodically review the work
of the corporation's external and internal auditors, including, but not limited
to, the following activities:

     (a)  Recommending the selection of independent auditors to the board of
          directors;

     (b)  Prior approval of the overall scope of the corporation's annual audit;

     (c)  Review of the results of the corporation's annual audit;

     (d)  Review of overall accounting controls;

     (e)  Review of internal auditing procedures;

     (f)  Review of data processing controls;

     (g)  Review of general security procedures;

     (h)  Review of pension fund audits; and

     (i)  Review procedures designed to identify any interests of officers or
          employees which conflict with the interests of the company and prevent
          any monetary payments or transfers of corporate assets which are not
          appropriate and in the best interest of the corporation.

                            Other Standing Committees

       Section 3. The board of directors may also, by resolution or resolutions
adopted by a majority of the whole board in office, designate one or more other
standing committees as it deems necessary and desirable. Each such committee
shall consist of at least two voting directors of the corporation and shall have
and may exercise the powers of the board of directors in the management of the
business and affairs of the corporation to the extent provided in such
resolution or resolutions and these by-laws. The board of directors shall
designate the name of and appoint the chairman of each such committee. A
majority of the members of each such committee shall constitute a quorum.

                               Advisory Committees

       Section 4. The board of directors may also, by resolution or resolutions
adopted by a majority of the whole board in office, designate one or more
advisory committees as it deems necessary and desirable. Each such committee
shall consist of at least two voting directors of the corporation and shall
advise the board of directors on the matter or matters provided in such
resolution or resolutions. Each such committee shall select its own chairman and
prepare a memorandum of each of its meetings. Each such committee shall prepare
and deliver reports to the board of directors as the board of directors or the
chairman thereof requests. A majority of the members of each such committee
shall constitute a quorum.



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                                       9.

                          Election of Committee Members

       Section 5. The members of the executive committee, the audit committee,
the other standing committees and the advisory committees shall be elected at
the annual meeting of the board of directors or as soon thereafter as is
practicable. The members of all such committees shall hold office until the next
annual meeting of the board of directors and until their respective successors
are elected. The board of directors shall have the power to fill vacancies in,
to change the membership of and to dissolve any such committee.

                              Meetings and Minutes

       Section 6. The executive committee and the other committees shall meet at
such time and place as their respective chairman may appoint. Notice of each
meeting of the executive committee and the other committees may be given by
telephone, telex or telecopy or in writing specifying the place, day and hour
thereof. If given in writing, such notice may be served personally at least one
hour before such meeting or as otherwise provided in these by-laws. The
executive committee and each of the other standing committees shall maintain
regular minutes of their respective proceedings; each of the advisory committees
shall maintain memoranda of their respective meetings. All actions taken by the
executive committee, the audit committee or any of the other standing committees
shall be reported to the board of directors at its next succeeding meeting and
shall be subject to amendment, revision or alteration by the board of directors,
provided, however, that the rights or acts of third parties shall not be
affected by such amendment, revision or alteration. The members of the executive
committee and the other committees shall be entitled to such fees and expenses
as may be fixed by the board of directors.

                                   ARTICLE VI

                                    OFFICERS

                                 Enumeration of

         Section 1. The officers of the corporation shall be chosen by the board
of directors, except as herein provided. The full time executive officers may
include a chairman of the board and shall include a president and one or more
vice presidents, all as the board of directors may from time to time determine.
The administrative officers shall include a secretary and may include one or
more vice presidents in charge of particular work or divisions of the
corporation, a treasurer, a comptroller and such assistant secretaries,
assistant treasurers and assistant comptrollers as the board of directors may
from time to time determine. Two or more offices may be held by the same person,
except that the same person may not serve as president and as secretary.
Officers other than the chairman of the board and the president need not be
members of the board.


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                                       10.

                 Powers and Duties of the Chairman of the Board

         Section 2. The chairman of the board shall preside at all meetings of
the board of directors and stockholders. He shall perform and do all acts and
things incident to the position of the chairman of the board and such other
duties as may be assigned to him from time to time by the board of directors. He
shall be, so long as he is a regularly compensated officer and until otherwise
provided by the board of directors or by amendment of this bylaw, an ex-officio
member of all standing committees. Subject to the control of the board of
directors, the executive committee or the committees of the board having
authority, he shall be vested with authority to act for the corporation.

                       Powers and Duties of the President

         Section 3. The president shall be either an advisor to or member of all
standing committees. He shall preside at the meetings of the board of directors
and stockholders at which the chairman shall be absent. Subject to the
limitations stated, he shall have full power and authority to do and perform in
the name of the corporation all acts necessary or proper to be done and
performed, and to delegate to the vice presidents such part of his authority as
may be appropriate. He shall, subject to the control of the board of directors
and of the committees of the board, discharge the functions and exercise the
authority vested in the chairman in the absence of the chairman or the inability
of the chairman to act.

                                 Vice Presidents

       Section 4. The vice presidents shall perform such of the duties of the
president on behalf of the corporation as may be respectively assigned to them
from time to time by the board of directors or the president.

                                    Secretary

       Section 5. The secretary shall, unless otherwise directed, attend all
sessions of the board and all meetings of the stockholders and act as clerk
thereof, and record all votes and the minutes of all proceedings in a book to be
kept for that purpose; and shall perform like duties for standing committees
when required. He shall give or cause to be given notice of all meetings of the
stockholders and of the board of directors and of standing committees when
required, and shall perform such other duties as may be prescribed by the board
of directors or the chief executive officer under whose supervision he shall
act. He shall keep in safe custody the seal of the corporation and, when
authorized, affix the same to any instrument requiring a seal and attest the
signature thereof when directed or required to do so.

                                    Treasurer

       Section 6. The treasurer shall have the custody of the corporation funds
and securities and shall be accountable for the receipts and disbursements in
books belonging to the corporation, and shall deposit all moneys and other
valuable effects in the name and to the credit of the corporation in such
depositories as may be designated by the board of directors.


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                                       11.

       Section 7. He shall disburse funds of the corporation as may be ordered
by the board, taking proper vouchers for such disbursements, and shall render to
the president, to the chairman of the board and to the board of directors at the
regular meetings of the board or whenever the board may require it, an account
of all his transactions as treasurer and of the financial condition of the
corporation and shall perform such other duties as may be assigned to him from
time to time.

       Section 8. He shall give the corporation a bond for the faithful
performance of the duties of his office, and for the restoration to the
corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind, in his possession or under his control belonging to the corporation.

                                   Comptroller

       Section 9. The comptroller shall have charge of all books and accounts of
the corporation, and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation, and shall perform such
other duties as may be assigned to him from time to time.

                   Assistant Secretaries, Assistant Treasurers
                           and Assistant Comptrollers

       Section 10. One or more assistant secretaries, assistant treasurers and
assistant comptrollers may be elected by the board of directors or appointed by
the chief executive officer to hold office until the next annual meeting of the
board of directors and until their successors are elected or appointed, but may
be removed at any time. They shall perform any of or all of the duties of
secretary, treasurer or comptroller, as the case may be, and such other duties
as may be assigned to them from time to time.

                       Duties of Officers May Be Delegated

       Section 11. In case of the absence of any officer of the corporation, or
for any other reason the board may deem sufficient, the board may delegate the
powers or duties of such officers to any other officer or to any director, for
the time being.

                                 Term of Office

       Section 12. The officers of the corporation shall hold office one year
and until their successors are chosen and qualified in their stead. Any officer
elected or appointed by the board of directors may be removed at any time by the
affirmative vote of a majority of the whole board of directors. All officers,
agents and employees other than officers appointed by the board, shall hold
office at the discretion of the officer appointing them, but shall be subject to
removal by the board of directors or the executive committee at any time.





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                                       12.

                                   ARTICLE VII

                                    VACANCIES

       Section 1. If the office of the chairman of the board, the president,
vice president, secretary, treasurer, comptroller or other officer or agent
elected by the board, becomes vacant by reason of death, resignation,
retirement, disqualification, removal from office or otherwise, the directors
then in office although less than a quorum, by a majority vote may choose a
successor or successors who shall hold office for the unexpired term in respect
of which such vacancy occurred.

                                  ARTICLE VIII

                                  CAPITAL STOCK

                                  Certificates

       Section 1. The certificates of stock of the corporation shall be numbered
and shall be entered on the stock certificate books of the corporation as they
are issued. They shall exhibit the holder's name and number of shares and shall
be signed by the president or a vice president and the secretary or an assistant
secretary or the treasurer or an assistant treasurer, and shall bear the
corporate seal, which may be facsimile, engraved or printed. To the extent
permitted under Alabama law, the signature of any such president, vice
president, secretary, assistant secretary, treasurer or assistant treasurer upon
such certificate may be facsimile, engraved or printed. In any case, when such
officer or officers who shall have signed, or whose facsimile signature or
signatures shall have been placed upon such certificate shall cease to be such
either because of death, resignation or otherwise before such certificate is
delivered by the corporation, such certificate may nevertheless be issued and
delivered by the corporation with the same effect as if such officer or officers
had not ceased to be such. No certificate shall be issued unless the stock
represented thereby is fully paid up.

                                    Transfer

       Section 2. The transfer of all classes of stock shall be made and
registered only the person named in the certificate, or by attorney lawfully
constituted in writing, upon surrender of such certificate; and the corporation
shall keep in the hands of an agent or other person designated for that purpose
a true statement or book showing who are the holders of the stock of the
corporation and all transfers and hypothecations thereof; and the corporation
may by its board of directors appoint one or more transfer agents or transfer
clerks and registrars, and may require all stock certificates and certificates
representing any rights or options to be signed by such transfer agents or
transfer clerks acting on behalf of the corporation and by such registrars.




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                                       13.

                  Closing Transfer Books and Fixing Record Date

       Section 3. The board of directors shall have power to close the stock
transfer books of the corporation for a period not exceeding thirty days
preceding the date of any meeting of stockholders or the date for the payment of
any dividend or the date for the allotment of rights or the date when any change
or conversion or exchange of capital stock shall go into effect or for a period
of not exceeding thirty days in connection with obtaining the consent of
stockholders for any purpose. In lieu of closing the stock transfer books, the
board of directors may fix in advance a date, not exceeding fifty days preceding
the date of any meeting of stockholders or the date of the payment of any
dividend or the date for the allotment of rights or the date when any change or
conversion or exchange of capital stock shall go into effect or a date in
connection with obtaining such consent; as a record date for the determination
of the stockholders entitled to notice of and to vote at any such meeting or any
adjournment thereof or entitled to receive payment of any such dividend or to
any such allotment of rights or to exercise the rights in respect of any such
change, conversion or exchange of capital stock or to give such consent, and in
such case such stockholders and only such stockholders as shall be stockholders
of record on the date so fixed, shall be entitled to notice of and to vote at
such meetings and any adjournment thereof or to receive payment of such
dividends or to receive such allotment of rights or to exercise such rights or
to give consent, as the case may be, notwithstanding any transfer of stock on
the books of the corporation after such record date fixed as aforesaid. While
the stock transfer books of the corporation shall be so closed, no transfers of
stock shall be made thereon.

                                  Record Holder

       Section 4. The corporation shall be entitled to treat the holder of
record of any share of stock as the holder in fact thereof, and accordingly
shall not be bound to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person, whether or not it shall
have express or other notice thereof, save as expressly provided by the laws of
Alabama.

                                Lost Certificate

       Section 5. Any person claiming a certificate of stock to be lost, stolen,
or destroyed shall execute and deliver to the corporation an affidavit of that
fact, and shall give the corporation a bond of indemnity, in form and with
sureties satisfactory to the board, or such other instrument of indemnity, as
the board of directors may require, whereupon a new certificate may be issued of
the tenor and for the same number of shares as the one alleged to have been
lost, stolen, or destroyed. The board of directors may impose any additional
requirements relating to the issuance of new stock certificates to replace lost,
stolen, or destroyed stock certificates as it deems appropriate, and it may
authorize one or more officers of the corporation to carry out the provisions of
this by-law.





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                                       14.

                                    Dividends

       Section 6. Subject to the provisions of the charter of the corporation as
amended, dividends upon the capital stock of the corporation when earned, may be
declared by the board of directors at any regular meeting, or any special
meeting. Before paying any dividend or making any distribution of profits, there
may be set aside out of the surplus or net profits of the corporation such sum
or sums as the board of directors from time to time in its absolute discretion
may thing proper, as a reserve fund to meet contingencies or for equalizing
dividends or for repairing or maintaining any property of the corporation or for
such other purpose as the board shall think proper.

                                   ARTICLE IX

                                 CORPORATE SEAL

       Section 1. The seal of the corporation shall be circular in form and
shall have inscribed thereon the name of the corporation followed by the word
"Alabama," and shall have the word "Seal" inscribed in the center thereof.

                                    ARTICLE X

                                   FISCAL YEAR

       Section 1. The fiscal year shall begin with the first day of January in
each year.

                                   ARTICLE XI

                                     NOTICES

                                 Notices by Mail

       Section 1. Whenever under the provision of these by-laws notice is
required to be given to any director, officer or stockholder, it shall not be
construed to mean personal notice, but such notice may be given in writing by
depositing the same in the post office or letter box, in a postpaid wrapper,
addressed to such stockholder, officer or director, at such address as it
appears on the books of the corporation, or in default of other address, to such
stockholder, director or officer at the general post office at the principal
office of the corporation in the State of Alabama, and such notice shall be
deemed to have been given at the time when the same shall have been thus mailed.
Any stockholder, director or officer may waive any notice required to be given
either by statute or under these by-laws; and all meetings of stockholders and
directors may be held without notice, if waived, at such time and place as may
be fixed.





<PAGE>



                                       15.

                               Notice by Telegraph

       Section 2. Whenever under the provisions of these by-laws notice may be
given to any stockholder, officer or director by telegraph, it may be given by a
prepaid telegram addressed to such stockholder, officer or director at such
address as appears on the books of the corporation, or in default of other
address, at his place of residence or usual place of business last known to the
corporation, and such notice shall be deemed to have been give at the time such
telegram shall have been delivered to the telegraph company for transmittal.

                                   ARTICLE XII

                                   AMENDMENTS

       Section 1. Except as otherwise provided by law, these by-laws may be
altered, amended or repealed by a majority of the board of directors present at
any meeting thereof.
                                  ARTICLE XIII

                       INDEMNIFICATION AND RELATED MATTERS

       Section 1. Each person who is or was a director, officer or employee of
the corporation holding one or more positions of management through and
inclusive of department managers or other employees explicitly designated in
writing by the president or an executive vice president of the Company (such
individuals being hereinafter referred to as "indemnified parties") and who was
or is a party or was or is threatened to be made a party to any threatened,
pending or completed claim, action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was a
director of the corporation or officer or employee of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee,
agent or trustee of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, shall be indemnified by the
corporation as a matter of right against any and all expenses (including
attorneys' fees) actually and reasonably incurred by him and against any and all
claims, judgments, fines, penalties, liabilities and amounts paid in settlement
actually incurred by him in defense of such claim, action, suit or proceeding,
including appeals, to the full extent permitted by applicable law. The
indemnification provided by this Section shall inure to the benefit of the
heirs, executors and administrators of such person.

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



<PAGE>


                                       16.

       The corporation may purchase and maintain insurance at the expense of the
corporation on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or any person who is or was serving at the request
of the corporation as a director (or the equivalent), officer, employee, agent
or trustee of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, against any liability or expense (including
attorneys' fees) asserted against him and incurred by him in any such capacity,
or arising out of his status as such, whether or not the corporation would have
the power to indemnify him against such liability or expense under this Section
or otherwise.

       Without limiting the generality of the foregoing provisions of this
Section, no present or future director or officer of the corporation, or his
heirs, executors, or administrators, shall be liable for any act, omission,
step, or conduct taken or had in good faith, which is required, authorized, or
approve by any order or orders issued pursuant to the Public Utility Holding
Company Act of 1935, the Federal Power Act, or any federal or state statue or
municipal ordinance regulating the corporation or its parent by reason of their
being holding or investment companies, public utility companies, public utility
holding companies, or subsidiaries of public utility holding companies. In any
action, suit, or proceeding based on any act, omission, step, or conduct, as in
this paragraph described, the provisions hereof shall be brought to the
attention of the court. In the event that the foregoing provisions of this
paragraph are found by the court not to constitute a valid defense on the
grounds of not being applicable to the particular class of plaintiff, each such
director and officer, and his heirs, executors, and administrators, shall be
reimbursed for, or indemnified against, all expenses and liabilities incurred by
him or imposed on him, in connection with, or arising out of, any such action,
suit, or proceeding based on any act, omission, step, or conduct taken or had in
good faith as in this paragraph described. Such expenses and liabilities shall
include, but shall not be limited to, judgments, court costs, and attorneys'
fees.

       The foregoing rights shall not be exclusive of any other rights to which
any such director or officer or employee may otherwise be entitled and shall be
available whether or not the director or officer or employee continues to be a
director or officer or employee at the time of incurring any such expenses and
liabilities.

                                   ARTICLE XIV

                     SEVERABILITY AND RULES OF CONSTRUCTION

       Section 1. If any word, clause or provision of the by-laws or any
indemnification made under Article XIV hereof shall for any reason be determined
to be invalid, the provisions of the by-laws shall not otherwise be affected
thereby but shall remain in full force and effect. The masculine pronoun, as
used in the by-laws, means the masculine and feminine wherever applicable.



As Amended April 26, 2001