Articles of Amendment to Joint Agreement Between Alabama
                  Power Company and Birmingham Electric Company
                 Prescribing the Terms and Conditions of Merger
                     Of Birmingham Electric Company Into and
                           With Alabama Power Company

STATE OF ALABAMA  )
                  )
JEFFERSON COUNTY  )


         We, Elmer B. Harris and William E. Zales, Jr. respectively the
President and Corporate Secretary of Alabama Power Company, a corporation, do
hereby certify that, at a meeting of the Board of Directors of said corporation
duly called and held at the office of said corporation in the City of
Birmingham, Alabama, on the 28th day of July, 2000, at 10:15 o'clock A.M.,
Central Time, a majority and quorum of Directors being present, the following
resolutions were duly adopted by said Board of Directors:

         RESOLVED: That, in connection with the proposed spin-off by Southern
         Company of Southern Energy, Inc., there be and hereby is called a
         special meeting of the shareholders of the Company for the purpose of
         considering and acting upon (a) a proposal to approve an amendment to
         the Charter of the Company to confer voting rights to the holders of
         the Company's preferred stock, the adoption of which the Board hereby
         recommends, and (b) such other proposals, including other amendments to
         the Company's Charter, as the officers shall determine in their
         discretion and cause to be specified in the notice of such meeting; and

         RESOLVED FURTHER: That the date, time and location of such special
         meeting, and any record date with respect thereto, shall be as
         determined by the officers in their discretion and caused by them to be
         specified in the notice of such meeting; and

         RESOLVED FURTHER: That the officers of the Company be and hereby are
         authorized to solicit proxies or consents from the shareholders of the
         Company for use in connection with such special meeting and to employ
         such broker-dealers, dealer-managers, proxy solicitors or other parties
         and to incur such costs and expenses (including payments to
         shareholders who vote affirmatively) in soliciting such proxies as the
         officers shall consider necessary or appropriate; and


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         RESOLVED FURTHER: That, in connection with the foregoing authorization
         and to carry out its purposes and intents, the officers of the Company
         be and they hereby are authorized to take any and all actions on behalf
         of the Company as they shall consider necessary or appropriate,
         including execution and filing of any applications or other documents
         with the Securities and Exchange Commission and other regulatory
         authorities and execution and delivery of agreements with
         broker-dealers, dealer-managers, proxy solicitors or other parties.

         And we do further certify that pursuant to such resolutions so adopted
at such meeting of the Board of Directors of Alabama Power Company, a special
meeting of the shareholders of the corporation was duly held at the office of
said corporation in the City of Birmingham, Alabama, on Thursday, the 14th day
of December, 2000, 10:30 o'clock A.M., Central Time, for the purpose of
considering taking action, in the manner provided by law, upon the aforesaid
proposal and upon such other proposal or proposals as were set forth in the
notice of such and for the transaction of any and all business in connection
therewith, including the following amendment to the Joint Agreement Between
Alabama Power Company and Birmingham Electric Company Prescribing the Terms and
Conditions of Merger Of Birmingham Electric Company and Into and With Alabama
Power Company, dated as of October 21, 1952 (as amended, the "Charter"):

         (1)      The first paragraph of Section C, "Voting Powers", of Article
                  IX is hereby deleted in its entirety and replaced with the
                  following:

                  "At all elections of directors of the consolidated
                  corporation, the holders of preferred stock and Class A
                  preferred stock shall have full voting rights with the holders
                  of common stock, all voting together as a single class; each
                  holder of preferred stock and Class A preferred stock with a
                  stated value of $100 being entitled to two-fifths vote for
                  each share thereof standing in his name, each holder of Class
                  A preferred stock with a stated value of $25 per share being
                  entitled to one-tenth vote for each share thereof standing in
                  his name, each holder of Class A preferred stock with a stated
                  value of $100,000 being entitled to 400 votes for each share
                  thereof standing in his name and each holder of common stock
                  being entitled to one vote for each share thereof standing in
                  his name. On all other matters, except on matters in respect
                  of which the laws of the State of Alabama shall provide that
                  all stockholders shall have the right to vote irrespective of
                  whether such right shall have been relinquished by any of such
                  stockholders and except as otherwise herein provided, the
                  holders of common stock shall have the exclusive right to
                  vote.

                  Notwithstanding the foregoing, whenever and as often as four
                  quarterly dividends payable on the preferred stock or Class A
                  preferred stock of any class shall be in default, in whole or
                  in part, the holders of the preferred stock and Class A
                  preferred stock of all classes shall have the exclusive right,
                  voting separately and as a single class, to vote for and to
                  elect the smallest number of directors that shall constitute a
                  majority of the then authorized number of directors of the
                  consolidated corporation. In the event of defaults entitling
                  the preferred stock and the Class A preferred stock to vote as
                  aforesaid, the holders of common stock shall have the
                  exclusive right, voting separately and as a class, to vote for
                  and to elect the greatest number of directors that shall
                  constitute a minority of the then authorized number of
                  directors of the consolidated corporation. In each such
                  instance in which the holders of the preferred stock and the
                  Class A preferred stock are entitled to vote separately and as
                  a single class or to vote together with the holders of the
                  common stock, other than for the election of directors, the
                  relative voting power of the various classes of stock shall be
                  computed as hereinafter provided. These additional voting
                  rights of the holders of the preferred stock and Class A
                  preferred stock shall cease, however, when all defaults in the
                  payment of dividends on their stock shall have been cured, and
                  such dividends shall be declared and paid out of any funds
                  legally available therefor as soon as, in the judgment of the
                  Board of Directors, is reasonably practicable."; and

         (2)      The lead in language (preceding clause (a)) to the last
                  paragraph of Section C, "Voting Powers", of Article IX, is
                  hereby deleted in its entirety and replaced with the
                  following:

                  "For the purposes of the foregoing provisions, other than when
                  the holders of the preferred stock, the Class A preferred
                  stock and the common stock vote together as a single class for
                  the election of directors, the preferred stock and the Class A
                  preferred stock of all classes shall be deemed to be a single
                  class, and the relative voting power of each class of
                  preferred stock, Class A preferred stock and common stock
                  shall be determined as follows:"

         We do further certify that notice in compliance with applicable laws
and the Bylaws of Alabama Power Company of the time, place and purpose of said
meeting of shareholders was given to each shareholder of Alabama Power Company
as follows: to those shareholders of record at the close of business on November
8, 2000 with respect to the 1988 Auction Preferred Stock and to those
shareholders of record at the close of business on October 30, 2000 with respect
to all other classes of preferred stock and common stock of Alabama Power
Company, in each case addressed to each shareholder at his, her or its address
as it appeared on the stock transfer books of the corporation, with postage
thereon prepaid and deposited in the United States mail; and that at said
meeting the holders of a majority of the total outstanding shares of preferred
stock having voting powers on such proposal and a majority of the total
outstanding shares of the common stock having voting powers on such proposal
were present in person or represented by proxy; and

         We do further certify that at the close of business on each of October
30, 2000 and November 8, 2000, Alabama Power Company had 475,115 shares of
Preferred Stock, par value $100 per share (the "$100 Preferred Stock"), issued
and outstanding, and 8,500,200 shares of Class A Preferred Stock, par value $1
per share (the "Class A Preferred Stock"), issued and outstanding (collectively,
the "Preferred Stock"), and 5,608,955 shares of common stock issued and
outstanding (the "Common Stock"). All of such outstanding shares of Preferred
Stock were entitled to vote on the above proposal as a single class, each share
of $100 Preferred Stock and each share of Class A Preferred Stock with a stated
value of $100 per share being counted as one, each share of Class A Preferred
Stock with a stated value of $25 per share being counted as one-quarter, and
each share of Class A Preferred Stock with a stated value of $100,000 per share
being counted as 1,000. The adoption of the above proposal required the
affirmative vote in favor thereof of (i) the holders of a majority of the shares
of the Common Stock of Alabama Power Company voting at the meeting and (ii) the
holders of a majority of the shares of Preferred Stock voting at the meeting,
voting as a single class; and

         We do further certify that at said meeting all of the 5,608,955 shares
of common stock outstanding voted affirmatively for the adoption of the
proposal, and of the total shares of Preferred Stock voting at the meeting
(counting shares of Preferred Stock as described above) 1,505,832 shares voted
affirmatively for the adoption of the proposal, 462,101 shares voted against the
proposal and 127,473 shares abstained, such affirmative votes being sufficient
for the adoption of the proposal.

         We, Elmer B. Harris and William E. Zales, Jr., as President and
Corporate Secretary, respectively, of Alabama Power Company, do hereby make this
report of such meeting and certify that such amendment, as set forth above, was
duly adopted in accordance with the applicable provisions of the Alabama
Business Corporation Act; and we do further certify that the proceedings of said
meeting of the Board of Directors and said special meeting of shareholders were
reduced to writing and that the same are hereby certified by Elmer B. Harris,
the President, and William E. Zales, Jr. the Corporate Secretary, of Alabama
Power Company, under its corporate seal.

         IN WITNESS WHEREOF, we, Elmer B. Harris, and William E. Zales, as
President and Corporate Secretary, respectively, of Alabama Power Company, do
hereunto set our hands and seal of such corporation on the 14th day of December,
2000.

                                      ELMER B. HARRIS
                                      President, Alabama Power Company

                                      WILLIAM E. ZALES, JR.
                                      Corporate Secretary, Alabama Power Company


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UNITED STATES OF AMERICA   )
STATE OF ALABAMA           )
MONTGOMERY COUNTY          )

         I, Jim Bennett, Secretary of State of the State of Alabama, do hereby
certify that the foregoing pages numbered 1 to 4, both inclusive, to which this
certificate is attached, contain a full, true and correct copy of the
Certificate of Resolutions of Board of Directors and Shareholders of Alabama
Power Company, as the same was certified by the President and Secretary of such
Alabama Power Company under its corporation seal and filed in this, the office
of Secretary of State of Alabama, on the ____ day of January, 2001.

         In Testimony Whereof, I have hereunto set my hand and caused the Great
Seal of the State of Alabama to be hereunto affixed at the Capitol in the City
of Montgomery, on this the _____ day of January in the year of our Lord, Two
Thousand and One.

(Seal)                                         JIM BENNETT
                                               Secretary of State of the
                                               State of Alabama