CERTIFICATE OF NOTIFICATION
Filed by
ALABAMA POWER COMPANY
Pursuant to orders of the Securities and Exchange Commission (the "Commission")
dated December 15, 1994, January 17, 1996, August 26, 1996, January 14, 1997,
January 29, 1997, February 5, 1997, June 10, 1997, January 16, 1998, December 7,
1998 and June 8, 2001 in the matter of File No. 70-8461.
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Alabama Power Company (the "Company") hereby certifies to said Commission,
pursuant to Rule 24, as follows with respect to the transactions described
herein:
1. On October 2, 2002, the issuance and sale by Alabama Power Capital
Trust IV, a Delaware statutory trust ("Trust IV"), of 100,000 of its Flexible
Trust Preferred Securities (Five Year Initial Fixed Rate Period) (Liquidation
Amount $1,000 per Preferred Security) (the "Trust IV Preferred Securities") and
all transactions relating thereto were carried out in accordance with the terms
and conditions of and for the purposes represented by the application, as
amended, and of said orders with respect thereto.
2. On October 2, 2002, the issuance and sale by Alabama Power Capital
Trust V, a Delaware statutory trust ("Trust V"), of 200,000 of its Flexible
Trust Preferred Securities (Seven Year Initial Fixed Rate Period) (Liquidation
Amount $1,000 per Preferred Security) (the "Trust V Preferred Securities") and
all transactions relating thereto were carried out in accordance with the terms
and conditions of and for the purposes represented by the application, as
amended, and of said orders with respect thereto.
3. The issuance by the Company of $103,093,000 aggregate principal
amount of its Series D Junior Subordinated Notes due October 1, 2042 (the
"Series D Notes"), pursuant to the Third Supplemental Indenture dated as of
October 2, 2002, supplementing the Subordinated Note Indenture dated as of
January 1, 1997, between the Company and JPMorgan Chase Bank (formerly known as
The Chase Manhattan Bank), as Trustee, was carried out in accordance with the
terms and conditions of and for the purposes represented by the application, as
amended, and of said orders with respect thereto.
4. The issuance by the Company of $206,186,000 aggregate principal
amount of its Series E Junior Subordinated Notes due October 1, 2042 (the
"Series E Notes"), pursuant to the Fourth Supplemental Indenture dated as of
October 2, 2002, supplementing the Subordinated Note Indenture dated as of
January 1, 1997, between the Company and JPMorgan Chase Bank (formerly known as
The Chase Manhattan Bank), as Trustee, was carried out in accordance with the
terms and conditions of and for the purposes represented by the application, as
amended, and of said orders with respect thereto.
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5. The execution by the Company of the Guarantee Agreement, dated as of
October 1, 2002, providing for the guarantee by the Company of certain
obligations of Trust IV in respect of the Trust IV Preferred Securities was
carried out in accordance with the terms and conditions of and for the purposes
represented by the application, as amended, and of said orders with respect
thereto.
6. The execution by the Company of the Guarantee Agreement, dated as of
October 1, 2002, providing for the guarantee by the Company of certain
obligations of Trust V in respect of the Trust V Preferred Securities was
carried out in accordance with the terms and conditions of and for the purposes
represented by the application, as amended, and of said orders with respect
thereto.
7. Filed herewith are the following exhibits:
Exhibit A - Prospectus Supplement with respect to the Trust
IV Preferred Securities, dated September 26, 2002.
(Filed electronically September 30, 2002, in File Nos.
333-72784, 333-72784-01 and 333-72784.)
Exhibit B - Prospectus Supplement with respect to the Trust
V Preferred Securities, dated September 26, 2002.
(Filed electronically September 30, 2002, in File Nos.
333-72784, 333-72784-01 and 333-72784.)
Exhibit C - Underwriting Agreement dated September 26, 2002
relating to the Trust IV Preferred Securities.
(Designated in Form 8-K dated September 26, 2002, as
Exhibit 1.5-A.)
Exhibit D - Underwriting Agreement dated September 26, 2002
relating to the Trust V Preferred Securities.
(Designated in Form 8-K dated September 26, 2002, as
Exhibit 1.5-B.)
Exhibit E - Amended and Restated Trust Agreement of Alabama
Power Capital Trust IV dated as of October 1, 2002.
(Designated in Form 8-K dated September 26, 2002, as
Exhibit 4.12-A.)
Exhibit F - Amended and Restated Trust Agreement of Alabama
Power Capital Trust V dated as of October 1, 2002.
(Designated in Form 8-K dated September 26, 2002, as
Exhibit 4.12-B.)
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Exhibit G - Third Supplemental Indenture to the Subordinated
Note Indenture dated as of October 2, 2002, between the
Company and JPMorgan Chase Bank, as trustee.
(Designated in Form 8-K dated September 26, 2002, as
Exhibit 4.9-A.)
Exhibit H - Fourth Supplemental Indenture to the
Subordinated Note Indenture dated as of October 2,
2002, between the Company and JPMorgan Chase Bank, as
trustee. (Designated in Form 8-K dated September 26,
2002, as Exhibit 4.9-B.)
Exhibit I - Guarantee Agreement dated as of October 1, 2002
with respect to the Trust IV Preferred Securities.
(Designated in Form 8-K dated September 26, 2002, as
Exhibit 4.16-A.)
Exhibit J - Guarantee Agreement dated as of October 1, 2002
with respect to the Trust V Preferred Securities.
(Designated in Form 8-K dated September 26, 2002, as
Exhibit 4.16-B.)
Exhibit K - Opinion of Balch & Bingham LLP dated October 7,
2002.
Dated October 7, 2002 ALABAMA POWER COMPANY
By /s/Wayne Boston
Wayne Boston
Assistant Secretary