0000092122-06-000022 Sample Contracts

Series EE 5.75% Senior Insured Quarterly Notes due January 15, 2036 ALABAMA POWER COMPANY UNDERWRITING AGREEMENT
Underwriting Agreement • January 18th, 2006 • Alabama Power Co • Electric services • New York

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 representative (in such capacity you shall hereinafter be referred to as the “Representative”), with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of $100,000,000 aggregate principal amount of the Series EE 5.75% Senior Insured Quarterly Notes due January 15, 2036 (the “Senior Notes”) as set forth in Schedule I hereto.

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