UNDERWRITING AGREEMENT

                                                                       Exhibit 1
                                  $300,000,000
                        Series 2008A 6.125% Senior Notes
                                due May 15, 2038

                               ALABAMA POWER COMPANY

                             UNDERWRITING AGREEMENT

                                                                     May 8, 2008

Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York   10013

Lehman Brothers Inc.
745 Seventh Avenue
New York, New York   10019

     As Representatives of the Several Underwriters named on Schedule I hereto

Ladies and Gentlemen:

     Alabama Power Company, an Alabama corporation (the "Company"), confirms its
agreement (the "Agreement") with you and the other Underwriters named in
Schedule I hereto (collectively, the "Underwriters," which term shall also
include any underwriter substituted as hereinafter provided in Section 11
hereof) for whom you are acting as representatives (in such capacity you shall
hereinafter be referred to as the "Representatives"), with respect to the sale
by the Company and the purchase by the Underwriters, acting severally and not
jointly, of $300,000,000 aggregate principal amount of the Series 2008A 6.125%
Senior Notes due May 15, 2038 (the "Senior Notes") as set forth in Schedule I
hereto.

     The Company understands that the Underwriters propose to make a public
offering of the Senior Notes as soon as the Representatives deem advisable after
this Agreement has been executed and delivered. The Senior Notes will be issued
pursuant to an indenture, dated as of December 1, 1997 (the "Base Indenture"),
by and between the Company and The Bank of New York (as successor to JPMorgan
Chase Bank, N.A. (formerly known as The Chase Manhattan Bank)), as trustee (the
"Trustee"), as heretofore supplemented and amended and as to be further
supplemented and amended by a forty-first supplemental indenture, dated as of
May 14, 2008, to the Base Indenture relating to the Senior Notes (the
"Supplemental Indenture" and, together with the Base Indenture and any other
amendments or supplements thereto, the "Indenture"), between the Company and the
Trustee.

SECTION 1. REPRESENTATIONS AND WARRANTIES. The Company represents and warrants
to the Underwriters as follows:

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     (a) A registration statement on Form S-3 (File No. 333-148513) in respect
     of the Senior Notes and certain other securities has been prepared and
     filed in accordance with the provisions of the Securities Act of 1933, as
     amended (the "1933 Act"), with the Securities and Exchange Commission (the
     "Commission"); such registration statement and any post-effective amendment
     thereto, each in the form heretofore delivered or to be delivered to the
     Underwriters, became effective upon filing with the Commission in such form
     (except that copies of the registration statement and any post-effective
     amendment delivered to the Underwriters need not include exhibits but shall
     include all documents incorporated by reference therein); and no stop order
     suspending the effectiveness of such registration statement has been issued
     and no proceeding for that purpose or pursuant to Section 8A of the 1933
     Act against the Company or related to the offering has been initiated or,
     to the best knowledge of the Company, threatened by the Commission (any
     preliminary prospectus, as supplemented by a preliminary prospectus
     supplement, included in such registration statement or filed with the
     Commission pursuant to Rule 424(a) of the rules and regulations of the
     Commission under the 1933 Act, being hereinafter called a "Preliminary
     Prospectus"); such registration statement as used with respect to the
     Senior Notes, including the information deemed a part thereof pursuant to
     Rule 430B(f)(1) under the 1933 Act on the date of such registration
     statement's effectiveness for purposes of Section 11 of the 1933 Act, as
     such Section applies to the Company and the Underwriters for the Senior
     Notes pursuant to Rule 430B(f)(2) under the 1933 Act (the "Effective
     Date"), including the exhibits thereto and all documents incorporated by
     reference therein pursuant to Item 12 of Form S-3 at the Effective Date,
     being hereinafter called the "Registration Statement"; the base prospectus
     relating to the Senior Notes and certain other securities of the Company,
     in the form in which it has most recently been filed with the Commission on
     or prior to the date of this Agreement relating to the Senior Notes, being
     hereinafter called the "Basic Prospectus"; the Basic Prospectus as amended
     and supplemented by a preliminary prospectus supplement dated May 8, 2008
     relating to the Senior Notes which has been filed with the Commission
     pursuant to Rule 424(b) under the 1933 Act, as it may be further amended
     and supplemented immediately prior to the Applicable Time (as defined
     below) is hereinafter called the "Pricing Prospectus," the Basic Prospectus
     as amended or supplemented in final form, including by a prospectus
     supplement relating to the Senior Notes in the form in which it is filed
     with the Commission, pursuant to Rule 424(b) under the 1933 Act in
     accordance with Section 4(e) hereof is hereinafter called the "Final
     Supplemented Prospectus"; any reference herein to any Preliminary
     Prospectus, the Basic Prospectus, the Pricing Prospectus or the Final
     Supplemented Prospectus shall be deemed to refer to and include the
     documents incorporated by reference therein pursuant to Item 12 of Form S-3
     under the 1933 Act, as of the date of such Preliminary Prospectus, Basic


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     Prospectus, Pricing Prospectus or Final Supplemented Prospectus, as the
     case may be; any reference to any amendment or supplement to any
     Preliminary Prospectus, the Basic Prospectus, the Pricing Prospectus or the
     Final Supplemented Prospectus shall be deemed to refer to and include any
     documents filed after the date of such Preliminary Prospectus, Basic
     Prospectus, Pricing Prospectus or Final Supplemented Prospectus, as the
     case may be, under the Securities Exchange Act of 1934, as amended (the
     "1934 Act"), and incorporated by reference in such Preliminary Prospectus,
     Basic Prospectus, Pricing Prospectus or Final Supplemented Prospectus, as
     the case may be; any reference to any amendment to the Registration
     Statement shall be deemed to refer to and include any annual report of the
     Company filed pursuant to Section 13(a) or 15(d) of the 1934 Act after the
     effective date of the Registration Statement that is incorporated by
     reference in the Registration Statement.

     For purposes of this Agreement, the "Applicable Time" is 2:15 p.m. (New
York Time) on the date of this Agreement; the documents listed in Schedule III,
taken together and attached hereto, are collectively referred to as the "Pricing
Disclosure Package."

     (b) The documents incorporated by reference in the Registration Statement
     or the Pricing Prospectus, when they were filed with the Commission,
     complied in all material respects with the applicable provisions of the
     1934 Act and the rules and regulations of the Commission thereunder, and as
     of such time of filing, when read together with the Pricing Prospectus and
     any Permitted Free Writing Prospectus (as defined in Section 3(a) hereof),
     none of such documents contained an untrue statement of a material fact or
     omitted to state a material fact required to be stated therein or necessary
     to make the statements therein, in the light of the circumstances under
     which they were made, not misleading; and any further documents so filed
     and incorporated by reference in the Final Supplemented Prospectus or any
     further amendment or supplement thereto, when such documents are filed with
     the Commission, will comply in all material respects with the applicable
     provisions of the 1934 Act and the rules and regulations of the Commission
     thereunder and, when read together with the Final Supplemented Prospectus
     as it otherwise may be amended or supplemented, will not contain an untrue
     statement of a material fact or omit to state a material fact required to
     be stated therein or necessary to make the statements therein, in the light
     of the circumstances under which they were made, not misleading, except
      that the Company makes no warranty or representation to the Underwriters
     with respect to: (A) any statements or omissions made in reliance upon and
     in conformity with information furnished in writing to the Company by any
     Underwriter through the Representatives expressly for use in the Pricing
     Prospectus, any Permitted Free Writing Prospectus and the Final
     Supplemented Prospectus; or (B) any information set forth in the Pricing
     Prospectus or the Final Supplemented Prospectus under the caption
     "Description of the Series 2008A Senior Notes - Book-Entry Only Issuance -
     The Depository Trust Company."

     (c) The Registration Statement and the Final Supplemented Prospectus
     comply, and any further amendments or supplements thereto, when any such
     amendments become effective or supplements are filed with the Commission,
     as the case may be, will comply, in all material respects with the
     applicable provisions of the 1933 Act, the 1934 Act, the 1939 Act (as
     hereinafter defined) and the General Rules and Regulations of the
     Commission thereunder and the Registration Statement, the Pricing


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     Disclosure Package and the Final Supplemented Prospectus do not and will
     not, (i) as of the Effective Date as to the Registration Statement and any
     amendment thereto, (ii) as of the Applicable Time as to the Pricing
     Disclosure Package and (iii) as of the date of the Final Supplemented
     Prospectus as to the Final Supplemented Prospectus or as of the date when
     any supplement is filed as to the Final Supplemented Prospectus as further
     supplemented or as of the Closing Date as to the Final Supplemented
     Prospectus or the Final Supplemented Prospectus as it may be further
     supplemented as provided above, contain an untrue statement of a material
     fact or omit to state a material fact necessary in order to make the
     statements therein not misleading in the case of the Registration Statement
     and any amendment thereto, and, in the light of the circumstances under
     which they were made, not misleading in the case of the Pricing Disclosure
     Package and the Final Supplemented Prospectus as further supplemented;
     except that the Company makes no warranties or representations with respect
     to (A) that part of the Registration Statement which shall constitute the
     Statements of Eligibility (Form T-1) under the Trust Indenture Act of 1939,
     as amended (the "1939 Act"), (B) any statements or omissions made in a
     Permitted Free Writing Prospectus, the Registration Statement, the Pricing
     Prospectus or the Final Supplemented Prospectus in reliance upon and in
     conformity with information furnished in writing to the Company by any
     Underwriter through the Representatives expressly for use therein; or (C)
     any information set forth in the Pricing Prospectus or the Final
     Supplemented Prospectus under the caption "Description of the Series 2008A
     Senior Notes - Book-Entry-Only Issuance - The Depository Trust Company."

     (d) Each Permitted Free Writing Prospectus listed on Schedule III hereto
     does not include anything that conflicts with the information contained in
     the Registration Statement, the Pricing Prospectus or the Final
     Supplemented Prospectus and each such Permitted Free Writing Prospectus, as
     supplemented by and taken together with the Pricing Disclosure Package as
     of the Applicable Time, did not contain an untrue statement of a material
     fact or omit to state a material fact necessary in order to make the
     statements therein, in the light of the circumstances under which they were
     made, not misleading, except that the Company makes no warranty or
     representation to the Underwriters with respect to any statement or
     omissions made in a Permitted Free Writing Prospectus in reliance upon and
     in conformity with information furnished in writing to the Company by any
     Underwriter through the Representatives expressly for use therein.

     (e) With respect to the Registration Statement, (i) the Registration
     Statement is an "automatic shelf registration statement" (as defined in
     Rule 405 under the 1933 Act), (ii) the Company has not received from the
     Commission any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting
     to the use of the automatic shelf registration statement and (iii) the
     conditions for use of Form S-3, as set forth in the General Instructions
     thereof, have been satisfied.

     (f) (A) At the time of filing of the Registration Statement, (B) at the
     time of the most recent amendment to the Registration Statement for the


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<PAGE>

     purposes of complying with Section 10(a)(3) of the 1933 Act (whether such
     amendment was by post-effective amendment, incorporated report filed
     pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus) and
     (C) at the time the Company or any person acting on its behalf (within the
     meaning, for this clause only, of Rule 163(c) under the 1933 Act) made any
     offer relating to the Senior Notes in reliance on the exemption of Rule 163
     under the 1933 Act, the Company was a "well-known seasoned issuer" (as
     defined in Rule 405 under the 1933 Act).

     At the determination date for purposes of the Senior Notes within the
     meaning of Rule 164(h) under the 1933 Act, the Company was not an
     "ineligible issuer" as defined in Rule 405 under the 1933 Act.

     (g) Since the respective dates as of which information is given in the
     Registration Statement and the Pricing Prospectus, except as otherwise
     stated therein, there has been no material adverse change in the business,
     properties or financial condition of the Company, whether or not arising in
     the ordinary course of business.

     (h) The Company is a corporation duly organized and existing under the laws
     of the State of Alabama and has due corporate authority to carry on the
     public utility business in which it is engaged and to own and operate the
     properties used by it in such business, to enter into and perform its
     obligations under this Agreement and the Indenture and to issue and sell
     the Senior Notes to the Underwriters.

     (i) This Agreement has been duly authorized, executed and delivered by the
     Company.

     (j) The Indenture has been duly authorized by the Company and, on the
     Closing Date (as hereinafter defined), will have been duly executed and
     delivered by the Company, and, assuming due authorization, execution and
     delivery of the Indenture by the Trustee, the Indenture will, on the
     Closing Date, constitute a valid and binding obligation of the Company,
     enforceable against the Company in accordance with its terms, except to the
     extent that enforcement thereof may be limited by (1) bankruptcy,
     insolvency, reorganization, receivership, liquidation, fraudulent
     conveyance, moratorium or other similar laws affecting creditors' rights
     generally or (2) general principles of equity (regardless of whether
     enforcement is considered in a proceeding at law or in equity) (the
     "Enforceability Exceptions"); the Indenture will conform in all material
     respects to all statements relating thereto contained in the Pricing
     Disclosure Package and the Final Supplemented Prospectus; and, on the
     Closing Date, the Indenture will have been duly qualified under the 1939
     Act.

     (k) The issuance and delivery of the Senior Notes have been duly authorized
     by the Company and, on the Closing Date, the Senior Notes will have been
     duly executed by the Company and, when authenticated in the manner provided
     for in the Indenture and delivered against payment therefor as described in
     this Agreement, will constitute valid and legally binding obligations of
     the Company, enforceable against the Company in accordance with their
     terms, except to the extent that enforcement thereof may be limited by the


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<PAGE>

     Enforceability Exceptions, will be in the form contemplated by, and
     entitled to the benefits of, the Indenture and will conform in all material
     respects to all statements relating thereto in the Pricing Disclosure
     Package and the Final Supplemented Prospectus.

     (l) The execution, delivery and performance by the Company of this
     Agreement, the Indenture and the Senior Notes and the consummation by the
     Company of the transactions contemplated herein and therein and compliance
     by the Company with its obligations hereunder and thereunder shall have
     been duly authorized by all necessary corporate action on the part of the
     Company and do not and will not result in any violation of the charter or
     bylaws of the Company, and do not and will not conflict with, or result in
     a breach of any of the terms or provisions of, or constitute a default
     under, or result in the creation or imposition of any lien, charge or
     encumbrance upon any property or assets of the Company under (A) any
     contract, indenture, mortgage, loan agreement, note, lease or other
     agreement or instrument to which the Company is a party or by which it may
     be bound or to which any of its properties may be subject (except for
     conflicts, breaches or defaults which would not, individually or in the
     aggregate, be materially adverse to the Company or materially adverse to
     the transactions contemplated by this Agreement), or (B) any existing
     applicable law, rule, regulation, judgment, order or decree of any
     government, governmental instrumentality or court, domestic or foreign, or
     any regulatory body or administrative agency or other governmental body
     having jurisdiction over the Company, or any of its properties.

     (m) No authorization, approval, consent or order of any court or
     governmental authority or agency is necessary in connection with the
     issuance and sale by the Company of the Senior Notes or the transactions by
     the Company contemplated in this Agreement, except (A) such as may be
     required under the 1933 Act or the rules and regulations thereunder; (B)
     such as may be required under the Federal Power Act; (C) the qualification
     of the Indenture under the 1939 Act; (D) the approval of the Alabama Public
     Service Commission (the "Alabama Commission"); and (E) such consents,
     approvals, authorizations, registrations or qualifications as may be
     required under state securities or "blue sky" laws.

     (n) The financial statements incorporated by reference in the Registration
     Statement, the Pricing Prospectus and the Final Supplemented Prospectus,
     together with the related schedules and notes, present fairly, in all
     material respects, the financial position, results of operations and cash
     flows of the Company as of and for the dates indicated; said financial
     statements have been prepared in conformity with accounting principles
     generally accepted in the United States ("GAAP") applied on a consistent
     basis (except that the unaudited financial statements incorporated by
     reference in the Registration Statement, the Pricing Prospectus and the
     Final Supplemented Prospectus may be subject to normal year-end
     adjustments) throughout the periods involved and necessarily include
     amounts that are based on the best estimates and judgments of management.
      The selected financial data and the summary financial information included
     in the Pricing Prospectus and the Final Supplemented Prospectus present


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<PAGE>

     fairly the information shown therein and have been compiled on a basis
     consistent with that of the audited and unaudited financial statements
     incorporated by reference in the Registration Statement.

SECTION 2. SALE AND DELIVERY TO THE UNDERWRITERS; CLOSING.

     (a) On the basis of the representations and warranties herein contained and
     subject to the terms and conditions herein set forth, the Company agrees to
     sell to each Underwriter, severally and not jointly, and each Underwriter,
     severally and not jointly, agrees to purchase from the Company, the
     principal amount of the Senior Notes set forth in Schedule I to this
     Agreement opposite the name of such Underwriter (plus any additional amount
     of the Senior Notes that such Underwriter may become obligated to purchase
     pursuant to the provisions of Section 11 hereof), at a price equal to
     98.866% of the principal amount thereof.

     (b) Payment of the purchase price and delivery of certificates for the
     Senior Notes shall be made at the offices of Balch & Bingham LLP, 1901
     Sixth Avenue North, Suite 1500, Birmingham, Alabama 35203 at 10:00 A.M.,
     New York Time, on May 14, 2008 (unless postponed in accordance with the
     provisions of Section 11) or such other time, place or date as shall be
     agreed upon by the Representatives and the Company (such time and date of
     payment and delivery being herein called the "Closing Date"). Payment shall
     be made to the Company by wire transfer in federal funds at the Closing
     Date against delivery of the Senior Notes to Lehman Brothers Inc. on behalf
     of the Underwriters. It is understood that each Underwriter has authorized
     Lehman Brothers Inc., for each Underwriter's account, to accept delivery
     of, receipt for, and make payment of, the principal amount of the Senior
     Notes which each Underwriter has agreed to purchase. Lehman Brothers Inc.,
     individually and not as a representative of the Underwriters, may (but
     shall not be obligated to) make payment of the principal amount of the
     Senior Notes to be purchased by any Underwriter whose payment has not been
     received by the Closing Date, but such payment shall not relieve such
     Underwriter from its obligations hereunder.

     The delivery of the Senior Notes shall be made in fully registered form,
registered in the name of CEDE & CO., to the offices of The Depository Trust
Company in New York, New York or its designee, and the Representatives shall
accept such delivery.

     The certificate(s) for the Senior Notes will be made available for
examination by the Representatives not later than 12:00 Noon, New York time, on
the last business day prior to the Closing Date.

SECTION 3. FREE WRITING PROSPECTUSES.

     (a) The Company represents and agrees that, without the prior consent of
     the Representatives, it has not made and will not make any offer relating
     to the Senior Notes that would constitute a "free writing prospectus" as
     defined in Rule 405 under the 1933 Act, other than a Permitted Free Writing


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     Prospectus; each Underwriter, severally and not jointly, represents and
     agrees that, without the prior consent of the Company and the
     Representatives, it has not made and will not make any offer relating to
     the Senior Notes that would constitute a "free writing prospectus" as
     defined in Rule 405 under the 1933 Act, other than a Permitted Free Writing
     Prospectus or a free writing prospectus that is not required to be filed by
     the Company pursuant to Rule 433 or one or more free writing prospectuses
     through customary Bloomberg distribution that do not contain substantive
     changes from or additions to the information contained in Schedule II
     hereto; any such free writing prospectus (which shall include the pricing
     term sheet discussed in Section 3(b) hereof), the use of which has been
     consented to by the Company and the Representatives, is listed on Schedule
     III and herein called a "Permitted Free Writing Prospectus."

     (b) The Company agrees to prepare a pricing term sheet, substantially in
     the form of Schedule II hereto and approved by the Representatives, and to
     file such pricing term sheet pursuant to Rule 433(d) under the 1933 Act
     within the time period prescribed by such Rule.

     (c) The Company and the Representatives have complied and will comply with
     the requirements of Rule 433 under the 1933 Act applicable to any free
     writing prospectus, including timely Commission filing where required and
     legending.

     (d) The Company agrees that if at any time following issuance of a
     Permitted Free Writing Prospectus any event occurred or occurs as a result
     of which such Permitted Free Writing Prospectus would conflict with the
     information in the Registration Statement, the Pricing Prospectus or the
     Final Supplemented Prospectus or include an untrue statement of a material
     fact or omit to state any material fact necessary in order to make the
     statements therein, in light of the circumstances then prevailing, not
     misleading, the Company will give prompt notice thereof to the
     Representatives and, if requested by the Representatives, will prepare and
     furnish without charge to each Underwriter a free writing prospectus or
     other document, the use of which has been consented to by the
     Representatives, which will correct such conflict, statement or omission;
     provided, however, that this representation and warranty shall not apply to
     any statements or omissions in a Permitted Free Writing Prospectus made in
     reliance upon and in conformity with information furnished in writing to
     the Company by an Underwriter through the Representatives, expressly for
     use therein.

     (e) The Company agrees that if there occurs an event or development as a
     result of which the Pricing Disclosure Package would include an untrue
     statement of a material fact or omit to state any material fact necessary
     in order to make the statements therein, in light of the circumstances then
     prevailing, not misleading, the Company will notify the Representatives so
     that any use of the Pricing Disclosure Package may cease until it is
     amended or supplemented.

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<PAGE>

SECTION 4. COVENANTS OF THE COMPANY. The Company covenants with the Underwriters
as follows:

     (a) The Company, on or prior to the Closing Date, will deliver to the
     Underwriters conformed copies of the Registration Statement as originally
     filed and of all amendments thereto, heretofore or hereafter made,
     including any post-effective amendment (in each case including all exhibits
     filed therewith, and including unsigned copies of each consent and
     certificate included therein or filed as an exhibit thereto, except
     exhibits incorporated by reference, unless specifically requested). As soon
     as the Company is advised thereof, it will advise the Representatives
      orally of the issuance of any stop order under the 1933 Act with respect to
     the Registration Statement, or the institution of any proceedings for that
     purpose or pursuant to Section 8A of the 1933 Act against the Company or
     related to the offering, of which the Company shall have received notice,
     and will use its best efforts to prevent the issuance of any such stop
     order and to secure the prompt removal thereof, if issued. The Company will
     deliver to the Representatives sufficient conformed copies of the
     Registration Statement, the Basic Prospectus, the Pricing Prospectus and
     the Final Supplemented Prospectus and of all supplements and amendments
     thereto (in each case without exhibits) for distribution to the
     Underwriters and, from time to time, as many copies of the Basic
     Prospectus, the Pricing Prospectus and the Final Supplemented Prospectus as
     the Underwriters may reasonably request for the purposes contemplated by
     the 1933 Act or the 1934 Act.

     (b) The Company will furnish the Underwriters with written or electronic
     copies of each amendment and supplement to the Final Supplemented
     Prospectus relating to the offering of the Senior Notes in such quantities
     as the Underwriters may from time to time reasonably request. If, during
     the period (not exceeding nine months) when the delivery of a prospectus
     (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933
     Act) shall be required by law in connection with the sale of any Senior
     Notes by an Underwriter, any event relating to or affecting the Company, or
     of which the Company shall be advised in writing by the Representatives,
     shall occur, which in the opinion of the Company or of Underwriters'
     counsel should be set forth in a supplement to or an amendment of the Final
     Supplemented Prospectus, as the case may be, in order to make the Final
     Supplemented Prospectus not misleading in the light of the circumstances
     when it (or in lieu thereof, the notice referred to in Rule 173(a) under
     the 1933 Act) is delivered, or if for any other reason it shall be
     necessary during such period to amend or supplement the Final Supplemented
     Prospectus or to file under the 1934 Act any document incorporated by
     reference in the Final Supplemented Prospectus in order to comply with the
     1933 Act or the 1934 Act, the Company forthwith will (i) notify the
     Underwriters to suspend solicitation of purchases of the Senior Notes and
     (ii) at its expense, make any such filing or prepare and furnish to the
     Underwriters a reasonable number of copies of a supplement or supplements
     or an amendment or amendments to the Final Supplemented Prospectus which
      will supplement or amend the Final Supplemented Prospectus so that, as
     supplemented or amended, it will not contain any untrue statement of a


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     material fact or omit to state any material fact necessary in order to make
     the statements therein, in the light of the circumstances when the Final
     Supplemented Prospectus (or in lieu thereof, the notice referred to in Rule
     173(a) under the 1933 Act) is delivered, not misleading or which will
     effect any other necessary compliance. In case any Underwriter is required
     to deliver a prospectus in connection with the sale of any Senior Notes
     after the expiration of the period specified in the preceding sentence, the
     Company, upon the request of such Underwriter, will furnish to such
     Underwriter, at the expense of the Underwriter, a reasonable quantity of a
     supplemented or amended prospectus, or supplements or amendments to the
     Final Supplemented Prospectus, complying with Section 10(a) of the 1933
     Act. During the period specified in the second sentence of this subsection,
     the Company will continue to prepare and file with the Commission on a
     timely basis all documents or amendments required under the 1934 Act and
     the rules and regulations thereunder; provided, that the Company shall not
     file such documents or amendments without also furnishing copies thereof
     prior to such filing to the Representatives and Dewey & LeBoeuf LLP.

     (c) The Company will endeavor, in cooperation with the Underwriters, to
     qualify the Senior Notes for offering and sale under the applicable
     securities laws of such states and the other jurisdictions of the United
     States as the Representatives may designate; provided, however, that the
     Company shall not be obligated to qualify as a foreign corporation in any
     jurisdiction in which it is not so qualified or to file a consent to
     service of process or to file annual reports or to comply with any other
     requirements in connection with such qualification deemed by the Company to
     be unduly burdensome.

     (d) The Company will make generally available to its security holders as
     soon as practicable but not later than 45 days after the close of the
     period covered thereby, an earnings statement of the Company (in form
     complying with the provisions of Rule 158 of the rules and regulations
     under the 1933 Act) covering a twelve-month period beginning not later than
     the first day of the Company's next fiscal quarter following the "effective
     date" (as defined in Rule 158) of the Registration Statement.

     (e) As soon as practicable after the date of this Agreement, and in any
     event within the time prescribed by Rule 424 under the 1933 Act, the
     Company will file the Final Supplemented Prospectus, in a form approved by
     the Representatives, such approval not to be unreasonably withheld, with
     the Commission and will advise the Representatives of such filing and will
     confirm such advice in writing. Furthermore, the Company will make any
     other required filings pursuant to Rule 433(d)(1) of the 1933 Act within
     the time required by such Rule.

     (f) During a period of 15 days from the date of this Agreement, the Company
     will not, without the Representatives' prior written consent, directly or
     indirectly, sell, offer to sell, grant any option for the sale of, or
     otherwise dispose of, any Senior Notes or any security convertible into or
     exchangeable into or exercisable for the Senior Notes or any debt


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<PAGE>

     securities substantially similar to the Senior Notes (except for the Senior
     Notes issued pursuant to this Agreement). The Representatives agree that
     commercial paper or other debt securities with scheduled maturities of less
     than one year are not subject to this Section 4(f).

     (g) If at any time when Senior Notes remain unsold by the Underwriters, the
     Company receives from the Commission a notice pursuant to Rule 401(g)(2) of
     the 1933 Act or otherwise ceases to be eligible to use the automatic shelf
     registration statement form, the Company will (i) promptly notify the
     Representatives, (ii) promptly file a new registration statement or
     post-effective amendment on the proper form relating to the Senior Notes,
     in a form satisfactory to the Representatives, (iii) use its reasonable
     best efforts to cause such registration statement or post-effective
     amendment to be declared effective and (iv) promptly notify the
     Representatives of such effectiveness. The Company will take all other
     reasonable action necessary or appropriate to permit the public offering
     and sale of the Senior Notes to continue as contemplated in the
     registration statement that was the subject of the Rule 401(g)(2) notice or
     for which the Company has otherwise become ineligible. References herein to
     the Registration Statement shall include such new registration statement or
     post-effective amendment, as the case may be.

SECTION 5. PAYMENT OF EXPENSES. The Company will pay all expenses incidental to
the performance of its obligations under this Agreement, including but not
limited to, the expenses of (i) the printing and filing of the Registration
Statement as originally filed and of each amendment thereto, (ii) the
preparation, issuance and delivery of the certificate(s) for the Senior Notes,
(iii) the fees and disbursements of the Company's counsel and accountants, (iv)
the qualification of the Senior Notes under securities laws in accordance with
the provisions of Section 4(c) hereof, including filing fees and the reasonable
fees and disbursements of Dewey & LeBoeuf LLP, counsel for the Underwriters, in
connection therewith and in connection with the preparation of any blue sky
survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the
printing and delivery to the Underwriters of copies of the Registration
Statement as originally filed and of each amendment thereto and of the Pricing
Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented
Prospectus, and any amendments or supplements thereto, (vi) the printing and
delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of
the Financial Industry Regulatory Authority, Inc. in connection with its review
of the offering contemplated by this Agreement, if applicable, (viii) the fees
and expenses of the Trustee, including the fees and disbursements of counsel for
the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees
payable in connection with the rating of the Senior Notes, (x) the cost and
charges of any transfer agent or registrar, and (xi) the cost of qualifying the
Senior Notes with The Depository Trust Company.

     Except as otherwise provided in Section 10 hereof, the Underwriters shall
pay all other expenses incurred by them in connection with their offering of the
Senior Notes including fees and disbursements of their counsel, Dewey & LeBoeuf
LLP.

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SECTION 6. CONDITIONS OF UNDERWRITERS' OBLIGATIONS. The obligations of the
Underwriters to purchase and pay for the Senior Notes are subject to the
following conditions:

     (a) No stop order suspending the effectiveness of the Registration
     Statement shall be in effect on the Closing Date and no proceedings for
     that purpose or pursuant to Section 8A of the 1933 Act against the Company
     or related to the offering shall be pending before, or to the knowledge of
     the Company threatened by, the Commission on such date. If filing of the
     Pricing Prospectus or the Final Supplemented Prospectus, or any supplement
     thereto, is required pursuant to Rule 424, the Pricing Prospectus and the
     Final Supplemented Prospectus, and any such supplement, as applicable,
     shall have been filed in the manner and within the time period required by
     Rule 424. The pricing term sheet contemplated by Section 3(b) hereto, and
     any other material required to be filed by the Company pursuant to Rule
     433(d) under the 1933 Act, shall have been filed by the Company with the
     Commission within the applicable time periods prescribed for such filings
     by Rule 433.

     (b) Any required orders of the Alabama Commission permitting the
     transactions contemplated hereby substantially in accordance with the terms
     and conditions hereof shall be in full force and effect and shall contain
     no provision unacceptable to the Underwriters or the Company (but all
     provisions of such order or orders heretofore entered, copies of which have
     heretofore been delivered to the Representatives, are deemed acceptable to
     the Underwriters and the Company and all provisions of such order or orders
     hereafter entered shall be deemed acceptable to the Underwriters and the
     Company unless within 24 hours after receiving a copy of any such order any
     party to this Agreement shall give notice to the other parties to the
     effect that such order contains an unacceptable provision).

     (c) On the Closing Date the Representatives shall have received:

          (1) The opinion, dated the Closing Date, of Balch & Bingham LLP,
          general counsel for the Company, substantially in the form attached
          hereto as Schedule IV-A.

          (2) The opinion, dated the Closing Date, of Troutman Sanders LLP,
          counsel for the Company, substantially in the form attached hereto as
          Schedule IV-B.

          (3) The opinion, dated the Closing Date, of Emmet, Marvin & Martin,
          LLP, counsel to the Trustee, substantially in the form attached hereto
          as Schedule V.

          (4) The opinion, dated the Closing Date, of Dewey & LeBoeuf LLP,
          counsel for the Underwriters, substantially in the form attached
          hereto as Schedule VI.

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          (d) At the Closing Date, there shall not have been, since the date
          hereof or since the respective dates as of which information is given
          in the Registration Statement and the Final Supplemented Prospectus,
          any material adverse change in the business, properties or financial
          condition of the Company, whether or not arising in the ordinary
          course of business, and the Representatives shall have received a
          certificate of the President or any Vice President of the Company, and
          dated as of the Closing Date, to the effect that (i) there has been no
          such material adverse change, (ii) the representations and warranties
          in Section 1 hereof are true and correct with the same force and
          effect as though expressly made at and as of the Closing Date, (iii)
          the Company has complied with all agreements and satisfied all
          conditions on its part to be performed or satisfied on or prior to the
          Closing Date and (iv) no stop order suspending the effectiveness of
          the Registration Statement has been issued and no proceedings for that
          purpose or pursuant to Section 8A of the 1933 Act against the Company
          or related to the offering have been initiated or, to the knowledge of
          the Company, threatened by the Commission.

          (e) The Representatives shall have received on the date hereof and
          shall receive on the Closing Date from Deloitte & Touche LLP, a letter
          or letters addressed to the Representatives (which may refer to
          letters previously delivered to the Representatives) dated the
          respective dates of delivery thereof to the effect that: (A) they are
          an independent registered public accounting firm with respect to the
          Company within the meaning of the 1933 Act and the rules and
          regulations under the 1933 Act; (B) in their opinion, the financial
          statements audited by them and incorporated by reference in the
           Registration Statement and the Pricing Prospectus or the Registration
          Statement, the Pricing Prospectus and the Final Supplemented
          Prospectus, as applicable, comply as to form in all material respects
          with the applicable accounting requirements of the 1934 Act and the
          rules and regulations under the 1934 Act; and (C) on the basis of
          certain limited procedures performed through a specified date not more
          than three business days prior to the date of such letter, namely (i)
          reading the minute books of the Company; (ii) performing the
          procedures specified by the standards of the Public Company Accounting
          Oversight Board (United States) for a review of interim financial
          statement information as described in Statement on Auditing Standards
          No. 100, "Interim Financial Information," on the unaudited financial
          statements, if any, of the Company incorporated by reference in the
          Registration Statement and the Pricing Prospectus or the Registration
          Statement, the Pricing Prospectus and the Final Supplemented
          Prospectus, as applicable, and on the latest available unaudited
          financial statements of the Company, if any, for any calendar quarter
          subsequent to the date of those incorporated by reference in the
          Registration Statement and the Pricing Prospectus or the Registration
          Statement, the Pricing Prospectus and the Final Supplemented
          Prospectus, as applicable; and (iii) making inquiries