Exhibit 3(b)2



                              ALABAMA POWER COMPANY

                              AMENDED AND RESTATED
                                     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 (the
"Charter"). 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 twenty-five directors to serve until the next
annual meeting of the stockholders and until their successors are elected or
chosen and qualified and shall transact such other business as may come before
the meeting.

                                Special Meetings

       Section 3. Special meetings of stockholders for any purpose or purposes,
unless otherwise prescribed by statute or by the Charter, may be called by (i)
the president or the board of directors; (ii) the holders of not less than ten
percent (10%) of all the votes entitled to be cast on any issue proposed to be
considered at the proposed special meeting or if such holders sign, date and
deliver to the corporation's president or secretary one or more written demands
for the meeting describing the purpose or purposes for which it is to be held,
who shall, within 21 days of the receipt of such demand, cause notice to be
given of the meeting to be held within the minimum time following the notice
prescribed in Section 4 below; or (iii) the holders of not less than ten percent
(10%) of the votes entitled to be cast at the special meeting who signed a
demand under clause (ii) above if notice was not given within the 21 days after
such demand or the special meeting was not held in accordance with the notice.

                                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 sixty 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. The capital stock
or bonded indebtedness of the corporation shall not be increased at the annual
meeting unless thirty (30) days' notice has been given before the date of the
meeting, or pursuant to such lesser or greater requirements of Section 234 of
the Constitution of Alabama as the same may be amended from time to time.

                                                 Stockholder List

         Section 5. After fixing a record date for a meeting, the officer having
charge of the stock transfer books of the corporation shall prepare an
alphabetical list of the names of all its stockholders who are entitled to
notice of a stockholders' meeting. The list must be arranged by voting group
(and within each voting group by class or series of shares) and show the address
of and number of shares held by each stockholder. The stockholders' list must be
available for inspection by any stockholder, beginning two business days after
notice of the meeting is given for which the list was prepared and continuing
through the meeting, at the corporation's principal office. A stockholder, or
his or her agent or attorney, is entitled on written demand to inspect and, for
a proper purpose, to copy the list, during regular hours and at its expense,
during the period it is available for inspection. The corporation shall make the
list available at the meeting, and any stockholder, or his or her agent or
attorney, is entitled to inspect the list at any time during the meeting or any
adjournment thereof. The stock transfer records of the corporation shall be
prima facie evidence as to who are the stockholders entitled to examine the
stockholders' list or transfer records or to vote at any meeting of
stockholders.

                                     Voting

       Section 6. The voting rights of the stockholders shall be set forth in
the Charter. 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. All elections shall be had and, subject to the
provisions of the Charter, all questions decided by a majority vote of the stock
voting at the meeting in person or by proxy and entitled to vote thereat.

                                     Quorum

       Section 7. Subject to the provisions of the Charter, 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 the requisite amount of stock
shall be represented; and at such adjourned meeting any business may be
transacted as at the original meeting. Every meeting of the stockholders may be
adjourned from time to time until its business is completed.

                            Action Without a Meeting

       Section 8. Any action required or permitted to be taken at any meeting of
the stockholders may be taken without a meeting, if the action is taken by all
stockholders entitled to vote on the action and evidenced by one or more
consents in writing, setting forth the action so taken, signed by all
stockholders entitled to vote on the action and delivered to the corporation for
inclusion in the minutes for filing with the corporate records. Action taken is
effective when the last stockholder signs the consent, unless the consent
specifies a different effective date. Such consent shall have the same effect as
a unanimous vote.



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                                   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. Directors shall be natural persons of the age of at least
nineteen (19) but need not be residents of the State of Alabama or stockholders
of the corporation.

       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 the corporation (1) after his 70th birthday, (2)
after permanent separation from the business or professional organization with
which he was primarily associated when first elected a director, (3) 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) 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.

                                  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.


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                                   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 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 15 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
or by these by-laws. A director is, unless established to the contrary, presumed
present for quorum purposes for the remainder of the meeting at which he has
been present for any purpose. A director who is present at a meeting of the
board or any committee of the board when corporate action is taken is deemed to
assent to the action taken place unless (i) he objects at the beginning of the
meeting (or promptly upon arrival) to holding it or transacting business at the
meeting or, as to a matter required under the Charter or these by-laws to be
included in the notice of the purpose of the meeting, he objects before action
is taken on the matter; (ii) his dissent or abstention from action taken is
entered in the minutes of the meeting; or (iii) he delivers written notice of
his dissent or abstention to the presiding officer of the meeting before its
adjournment or to the corporation immediately after adjournment of the meeting.
The right of dissent or abstention is not available to a director who votes in
favor of the action taken.

If at any 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.

                      Meetings by Conference Telephone, etc

       Section 6. Meetings of the board of directors and of any committee
thereof may be held by means of a conference telephone or other communication by
which all directors participating may simultaneously hear each other during the
meeting. Participation by such means shall constitute presence in person at any
such meeting.

                            Action Without a Meeting

       Section 7. Any action required or permitted to be taken at any meeting of
the board of directors or of any committee thereof may be taken without a
meeting, if the action is taken by all members of the board and evidenced by one
or more consents in writing, setting forth the action so taken, shall be signed
by each member of the board or committee, as the case may be, and included in
the minutes or filed with the corporate records reflecting the action taken.
Action taken is effective when the last director signs the consent, unless the
consent specifies a different effective date. Such consent shall have the same
effect as a unanimous vote.

                                 General Powers

       Section 8. 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 by statute or by
the Charter or by these by-laws, directed or required to be exercised or done by
the stockholders.

                                 Specific Powers

       Section 9. Without prejudice to the general powers conferred by Section 8
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
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;

(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; and

(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 10. The board of directors shall cause a record of its
proceedings and of all board 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.



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                                Books of Account

       Section 11. 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 12. The board of directors at its annual meeting shall elect from
their own number a president and shall elect a secretary. In addition, the board
of directors at its annual meeting may 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 13. 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.

                           Transactions With Directors

         Section 14. A director's conflicting interest transaction may not be
enjoined, set aside, or give rise to an award of damages or other sanctions, in
a proceeding by a stockholder or by or in the right of the corporation, because
the director, or any person with whom or which he or she has a personal,
economic, or other association, has an interest in the transaction, if:

         (1) Director's action respecting the transaction was at any time taken
         in compliance with Section 10-2B-8.62 of the Alabama Code; or

         (2) Stockholders' action respecting the transaction was at any time
         taken in compliance with Section 10-2B-8.63 of the Alabama Code; or

         (3) The transaction, judged according to the circumstances at the time
         of commitment, is established to have been fair to the corporation.

                                    Vacancies

       Section 15. If a vacancy occurs on the board: (i) the board of directors
may fill the vacancy, except that the directors shall not have the power to fill
a vacancy resulting from an increase in the number of directors or (ii) if the
directors remaining in office constitute fewer than a quorum of the board, they
may fill the vacancy, if it is one that the directors are authorized to fill, by
the affirmative vote of a majority of all the directors remaining in office. A
director elected to fill a vacancy shall be elected to serve until the next
annual meeting of stockholders. If there are no directors in office, then the
stockholders may hold a special meeting to elect directors.

                                    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 shall be
a member. Three members of such committee shall constitute a quorum. The
president 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.

                                 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
non-employee 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
perform the functions set forth in the charter of the audit committee.

                            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 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. To the
extent specified by the board or in the Charter or by-laws, each committee may
exercise the authority of the board of directors, shall have and may exercise
all the authority of the board of directors in the management of the business
and affairs of the corporation; except that no such committee shall have the
authority of the board of directors with reference to (1) authorizing
distributions, (2) approving or proposing to stockholders actions requiring
approval by stockholders, (3) filling vacancies on the board of directors or on
any of its committees, (4) amending the Charter, (5) adopting, amending or
repealing these by-laws, (6) approving a plan of merger not requiring
stockholder approval, (7) authorizing or approving reacquisition of shares,
except according to formula or method prescribed by the board of directors, or
(8) authorizing or approving the issuance or sale or contract for sale of
shares, or determining the designation and relative rights, except that the
board of directors may authorize a committee (or senior executive officer of the
corporation) to do so within limits specifically prescribed by the board of
directors.

                               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 directors of the corporation and shall advise the
board of directors on the matter or matters provided in such resolution or
resolutions. The board of directors shall designate the name of and appoint the
chairman of each such committee. 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.

                          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 shall
include a president and may include 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 president need not be
members of the board.

                                    President

         Section 2. The president shall be the chief executive officer of the
corporation, a member and chairman of the executive committee. He shall preside
at meetings of the board of directors and stockholders. 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 in all matters and shall have general charge of the corporation and
the general supervision of its affairs. 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.

                                 Vice Presidents

       Section 3. 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. One or more vice
presidents may be designated as either "executive vice president" or "senior
vice president".

                                    Secretary

       Section 4. 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 5. 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.

       Section 6. 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 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.

                                   Comptroller

       Section 7. 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 8. 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 9. 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 10. The officers of the corporation shall hold office until the
next succeeding annual meeting of the board of directors or until their
successors are elected and qualified. 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.

                                   ARTICLE VII

                                    VACANCIES

       Section 1. If the office of 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. Unless determined otherwise by the board of directors, 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.


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                                    Transfer

       Section 2. The transfer of all classes of stock shall be made and
registered only by the person named in the certificate, or by attorney lawfully
constituted in writing, upon surrender of such certificate and payment of all
taxes; 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.

                                   Record Date

       Section 3. For the purpose of determining stockholders entitled to notice
of a stockholders' meeting, to demand a special meeting, to vote, or to take any
other action, the board of directors of the corporation may fix the record date
but not to exceed, in any case, seventy (70) days before the meeting or action
requiring a determination of stockholders. A determination of stockholders
entitled to notice of or to vote at a stockholders' meeting is effective for any
adjournment of the meeting unless the board fixes a new record date, which it
must do if the meeting is adjourned to a date more than one hundred twenty (120)
days after the date fixed for the original meeting.

                                  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, Destroyed and Mutilated Certificates

       Section 5. The holder of any share of stock shall immediately notify the
corporation of any loss, destruction or mutilation of the certificate therefor,
and the board may, in its discretion, and after the expiration of such period of
time as it may determine to be advisable, cause a new certificate or
certificates for shares of stock to be issued, upon the surrender of the
mutilated certificate, or in case of loss or destruction of the certificate,
upon proof satisfactory to the board of such loss or destruction. The board may,
in its sole discretion, require the owner of the lost, destroyed or mutilated
certificate, or his legal representatives, to give the corporation a bond, in
such sum and with such surety or sureties as it may direct, to indemnify the
corporation against any claim that may be made against it on account of the
alleged loss, destruction or mutilation of any such certificate or the issuance
of such new certificate.

                                    Dividends

       Section 6. Subject to the provisions of the Charter, 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 determine to be
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.

                         Annual Reports to Stockholders

       Section 7. The board of directors shall cause the corporation to deliver
to each of its stockholders, not later than one hundred twenty (120) days after
the close of each of its fiscal years, a financial statement, which may be
consolidated, including a balance sheet as of the end of such fiscal year and a
statement of income for such fiscal year. Such financial statement shall be
prepared in accordance with generally accepted accounting principles, or, if the
books of the corporation are not maintained on that basis, may be prepared
either on the same basis used by the corporation for filing its United States
income tax returns or as required by appropriate regulatory agencies. The
financial statement shall be accompanied by a report of the president, the
officer of the corporation in charge of its financial records or a certified
public accountant stating whether, in his opinion, the financial statements of
the corporation present fairly the financial position of the corporation and the
results of its operations in accordance with generally accepted accounting
principles and, if not, describing the basis of their preparation and giving his
opinion of the fairness of the presentation of the data shown by them, in
accordance with accounting procedures generally used in the trade, industry or
business conducted by the corporation.

                                   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.



<PAGE>



                                    ARTICLE X

                                   FISCAL YEAR

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

                                   ARTICLE XI

                                     NOTICES

       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 written notice may be given by mail
or private carrier, with postage thereon prepaid, or by e-mail transmission or
other similar electronic means of communication providing evidence of
transmission 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. Written notice to
the corporation's stockholders is effective when mailed, if mailed postpaid and
correctly addressed to the stockholder's address shown on the books of the
corporation. Notice to directors may also be given in person, or by telephone,
telecopy or facsimile transmission. 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.

                                   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 a 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
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.

       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
approved 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 XIII 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, 2002