Alabama Power Company's (the "Company") Preferred Shareholders will meet on December 14, 2000 at 10:30 a.m. Central Time in the Company's auditorium at 600 North 18th Street, Birmingham, Alabama to consider an amendment to the Company's Charter.

The proposed spin-off of Southern Energy, Inc. ("Southern Energy") by The Southern Company ("Southern") is intended to be a tax-free reorganization within the meaning of the Internal Revenue Code of 1986, as amended (the "Code"). In order to constitute such a tax-free spin- off, Southern is required to have "control" not only of Southern Energy, but also of the Company. For this purpose, "control" is defined as the ownership of stock possessing at least 80% of the total combined voting power of all classes of a corporation's stock which are entitled to vote, and at least 80% of the total number of shares of all other classes of stock.

The proposed amendment will provide to the holders of the Company's Preferred Stock the right to vote at all elections of directors of the Company. Each share of $100 Preferred Stock and each share of 1988 Auction Preferred Stock will be entitled to two-fifths vote, each share of $25 Preferred Stock will be entitled to one tenth vote and each share of 1993 Auction Preferred Stock will be entitled to 400 votes, voting with the Common Stock as a single class. Such voting rights will be in addition to any special voting rights that holders of Preferred Stock currently have in accordance with State Law and provisions of the Charter.

If the proposed amendment is adopted, Southern, the sole shareholder of the Company's Common Stock, will still have a sufficient number of votes to elect the Company's entire Board of Directors without the vote of the holders of any shares of Preferred Stock.

The Company has approximately 9 million shares of Preferred Stock outstanding. Certain series are traded on the New York Stock Exchange.

SOURCE: Alabama Power Company