Exhibit C
TRUST AGREEMENT
THIS TRUST AGREEMENT is made as of November 8, 1995, by
and between Alabama Power Company, an Alabama corporation, as
Depositor (the "Depositor"), and Chemical Bank Delaware, duly
organized and existing in the State of Delaware, as Trustee (the
"Trustee"). The Depositor and the Trustee hereby agree as
follows:
1. The trust created hereby shall be known as
"Alabama Power Capital Trust I", in which name the Trustee, or
the Depositor to the extent provided herein, may conduct the
business of the Trust, make and execute contracts, and xxx and be
sued.
2. The Depositor hereby assigns, transfers, conveys
and sets over to the Trustee the sum of $10. The Trustee hereby
acknowledges receipt of such amount in trust from the Depositor,
which amount shall constitute the initial trust estate. The
Trustee hereby declares that it will hold the trust estate in
trust for the Depositor. It is the intention of the parties
hereto that the Trust created hereby constitute a business trust
under Chapter 38 of Title 12 of the Delaware Code, 12 Dec. C.
Sec 3801, et seq. (the "Business Trust Act"), and that this
document constitute the governing instrument of the Trust. The
Trustee is hereby authorized and directed to execute and file a
certificate of trust with the Delaware Secretary of State
substantially in the form attached hereto or in such other form
as the Trustee may approve.
3. The Depositor and the Trustee will enter into an
amended and restated Trust Agreement satisfactory to each such
party and substantially in the form included as Exhibit 4(d) to
the Registration Statement on Form S-3 (the "1933 Act
Registration Statement") referred to below, or in such other form
as the Trustee and the Depositor may approve, to provide for the
contemplated operation of the Trust created hereby and the
issuance of the Preferred Securities and Common Securities
referred to therein. Prior to the execution and delivery of such
amended and restated Trust Agreement, the Trustee shall not have
any duty or obligation hereunder or with respect of the trust
estate, except as otherwise required by applicable law or as may
be necessary to obtain prior to such execution and delivery any
licenses, consents or approvals required by applicable law or
otherwise. However, notwithstanding the foregoing, the Trustee
may take all actions deemed proper as are necessary to effect the
transactions contemplated herein.
4. The Depositor and the Trustee hereby authorize and
direct the Depositor, as the sponsor of the Trust, (i) to file
with the Securities and Exchange Commission (the "Commission")
and execute, in the case of the 1933 Act Registration Statement
and 1934 Act Registration Statement (as herein defined) on behalf
of the Trust, (a) the 1933 Act Registration Statement including
pre-effective or post-effective amendments to such Registration
Statement, relating to the registration under the Securities Act
of 1933, as amended, of the Preferred Securities of the Trust,
(b) any preliminary prospectus or prospectus relating to the
Preferred Securities required to be filed pursuant to Rule 424
under the 1933 Act, and (c) a Registration Statement on Form 8-A
(the "1934 Act Registration Statement") (including all pre-
effective and post-effective amendments thereto) relating to the
registration of the Preferred Securities of the Trust under
Section 12(b) of the Securities Exchange Act of 1934, as amended;
(ii) to file with the New York Stock Exchange and execute on
behalf of the Trust a listing application and all other
applications, statements, certificates, agreements and other
instruments as shall be necessary or desirable to cause the
Preferred Securities to be listed on the New York Stock Exchange;
(iii) to file and execute on behalf of the Trust such
applications, reports, surety bonds, irrevocable consents,
appointments of attorney for service of process and other papers
and documents as shall be necessary or desirable to register the
Preferred Securities under the securities or "Blue Sky" laws of
such jurisdictions as the Depositor, on behalf of the Trust, may
deem necessary or desirable; and (iv) to execute, deliver and
perfect the Underwriting Agreement on behalf of the Trust. The
Trustee further hereby ratifies and approves all actions having
previously been taken with respect to the foregoing. In the
event that any filing referred to in clauses (i)-(iii) above is
required by the rules and regulations of the Commission, the New
York Stock Exchange or state securities or Blue Sky laws, to be
executed on behalf of the Trust by the Trustee, Chemical Bank
Delaware in its capacity as Trustee of the Trust, is hereby
authorized and directed to join in any such filing and to execute
on behalf of the Trust any and all of the foregoing, it being
understood that Chemical Bank Delaware in its capacity as Trustee
of the Trust, shall not be required to join in any such filing or
execute on behalf of the Trust any such document unless required
by the rules and regulations of the Commission, the New York
Stock Exchange or state securities or Blue Sky laws.
5. This Trust Agreement may be executed in one or
more counterparts.
6. The number of Trustees initially shall be one (1)
and thereafter the number of Trustees shall be such number as
shall be fixed from time to time by a written instrument signed
by the Depositor which may increase or decrease the number of
Trustees; provided, however, that to the extent required by the
Business Trust Act, one Trustee shall either be a natural person
who is a resident of the State of Delaware or, if not a natural
person, an entity which has its principal place of business in
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the State of Delaware. Subject to the foregoing, the Depositor
is entitled to appoint or remove without cause any Trustee at any
time. Any Trustee may resign upon thirty days prior notice to
the Depositor.
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IN WITNESS WHEREOF, the parties hereto have caused this
Trust Agreement to be duly executed as of the day and year first
above written.
ALABAMA POWER COMPANY,
as Depositor
By:
Name: Art X. Xxxxxxx
Title: Vice President, Secretary
and Treasurer
CHEMICAL BANK DELAWARE,
as Trustee
By:
Name:
Title: Senior Trust Officer
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ATTACHMENT
Form of Certificate of Trust
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