As filed with the Securities and Exchange Commission on February 24, 2017Registration No. 333- .

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

_____________________________________________

FORM S-3REGISTRATION STATEMENT

UNDERTHE SECURITIES ACT OF 1933

_____________________________________________

Alabama Power Company

(Exactnameofregistrantasspecifiedinitscharter) Alabama

(Stateorotherjurisdictionofincorporationororganization)

63-0004250 (I.R.S.EmployerIdentificationNo.)

600 North 18th StreetBirmingham, Alabama 35291

(205) 257-1000(Address, including zip code, and telephone number, including area code, of the registrant’s principal executive offices)

_____________________________________________CEILA H. SHORTSCorporate Secretary

Alabama Power Company600 North 18th Street

Birmingham, Alabama 35291(205) 257-1000

(Name, address, including zip code, and telephone number, including area code, of agent for service)_____________________________________________

The Commission is requested to mail signed copies of all orders, notices and communications to:

ART P. BEATTIEExecutive Vice President and

Chief Financial OfficerTHE SOUTHERN COMPANY

30 Ivan Allen Jr. Blvd., N.W.Atlanta, Georgia 30308

MELISSA K. CAENVice President

SOUTHERN COMPANY SERVICES, INC.30 Ivan Allen Jr. Blvd., N.W.

Atlanta, Georgia 30308

MONICA W. SARGENTBALCH & BINGHAM LLP

1901 Sixth Avenue NorthSuite 1500

Birmingham, Alabama 35203

_____________________________________________Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. oIf any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered

only in connection with dividend or interest reinvestment plans, check the following box: xIf this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration

statement number of the earlier effective registration statement for the same offering. o If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the

earlier effective registration statement for the same offering. o If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to

Rule 462(e) under the Securities Act, check the following box. xIf this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities

pursuant to Rule 413(b) under the Securities Act, check the following box. oIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large

accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer oNon-accelerated filer x(Do not check if a smaller reporting company)

Smaller reporting company o

_____________________________________________CALCULATION OF REGISTRATION FEE

Title of Each Class ofSecurities to be Registered

Amountto be

Registered(1)

ProposedMaximum

Offering PricePer Unit(1)

ProposedMaximumAggregateOfferingPrice(1)

Amount ofRegistration

Fee(2)Alabama Power Company Class A Preferred Stock Alabama Power Company Preference Stock Alabama Power Company Senior Notes Alabama Power Company Junior Subordinated Notes

(1) There are being registered hereunder such presently indeterminate number of shares of Class A Preferred Stock and Preference Stock of Alabama Power Company and such presently

indeterminate principal amount of Senior Notes and Junior Subordinated Notes of Alabama Power Company as may from time to time be issued at indeterminable prices.(2) In accordance with Rules 456(b) and 457(r) of the Securities Act of 1933, as amended, the registrant is deferring payment of all of the registration fee.

PROSPECTUS

Alabama Power CompanyClass A Preferred Stock

Cumulative, Par Value $1 Per SharePreference Stock

Senior NotesJunior Subordinated Notes

__________________________

Alabama Power Company will provide the specific terms of these securities in supplements to this Prospectus. You should read this Prospectus and theapplicable Prospectus Supplement carefully before you invest.

See“RiskFactors”onpage2forinformationoncertainrisksrelatedtothepurchaseofsecuritiesofferedbythisProspectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

__________________________

This Prospectus is dated February 24, 2017.

ABOUT THIS PROSPECTUS

This Prospectus is part of a registration statement filed with the Securities and Exchange Commission (the “Commission”) using a “shelf” registrationprocess under the Securities Act of 1933, as amended (the “1933 Act”). Under the shelf process, Alabama Power Company (the “Company”) may sell, in one ormore transactions,

• shares of class A preferred stock (the “Class A Preferred Stock”),

• shares of preference stock (the “Preference Stock”),

• senior notes (the “Senior Notes”), or

• junior subordinated notes (the “Junior Subordinated Notes”).

This Prospectus provides a general description of those securities. Each time the Company sells securities, the Company will provide a prospectus supplement thatwill contain specific information about the terms of that offering (“Prospectus Supplement”). The Prospectus Supplement may also add, update or changeinformation contained in this Prospectus. You should read this Prospectus and the applicable Prospectus Supplement together with the additional information underthe heading “Available Information.”

RISK FACTORS

Investing in the Company’s securities involves risk. Please see the risk factors described in the Company’s Annual Report on Form 10-K for the fiscal yearended December 31, 2016, which is incorporated by reference in this Prospectus. Before making an investment decision, you should carefully consider these risksas well as other information contained or incorporated by reference in this Prospectus.

AVAILABLE INFORMATION

The Company has filed with the Commission a registration statement on Form S-3 (the “Registration Statement,” which term encompasses any amendmentsto the Registration Statement and exhibits to the Registration Statement) under the 1933 Act. As permitted by the rules and regulations of the Commission, thisProspectus does not contain all of the information set forth in the Registration Statement and the exhibits and schedules to the Registration Statement, to whichreference is made.

The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and in accordance with the1934 Act files reports, information statements and other information with the Commission. Such reports and other information can be inspected and copied at thePublic Reference Room of the Commission at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room may beobtained by calling the Commission at 1-800-SEC-0330. The Commission maintains a website that contains reports, proxy and information statements and otherinformation regarding registrants including the Company that file electronically at http://www.sec.gov. In addition, reports and other material concerning theCompany can be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005, on which Exchange certain of theCompany’s outstanding securities are listed.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents have been filed with the Commission pursuant to the 1934 Act and are incorporated by reference in this Prospectus and made apart of this Prospectus:

(a) the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016; and

(b) all information in the Company’s Definitive Information Statement on Schedule 14C filed on March 22, 2016, to the extent incorporated by reference inthe Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015.

All documents filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act subsequent to the date of thisProspectus and prior to the termination of this offering shall be deemed to be incorporated by reference in this Prospectus and made a part of this Prospectus fromthe date of filing of such documents; provided, however, that the Company is not incorporating any information furnished under Item 2.02 or 7.01 of any CurrentReport on Form 8-K unless specifically stated otherwise. Any statement contained in a document incorporated or deemed to be incorporated by reference in thisProspectus shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained in this Prospectus or in any othersubsequently filed document which also is or is deemed to be incorporated by reference in this Prospectus modifies or supersedes such statement. Any statement somodified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus.

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The Company will provide without charge to each person, including any beneficial owner, to whom this Prospectus is delivered, on the written ororal request of any such person, a copy of any or all documents incorporated by reference in this Prospectus (other than the exhibits to such documentsunless such exhibits are specifically incorporated by reference in this Prospectus). Such requests should be directed to Ceila H. Shorts, CorporateSecretary, Alabama Power Company, 600 North 18th Street, Birmingham, Alabama 35291, telephone: (205) 257-1000.

ALABAMA POWER COMPANY

The Company is a corporation organized under the laws of the State of Alabama on November 10, 1927, by the consolidation of the predecessor AlabamaPower Company, Gulf Electric Company and Houston Power Company. The predecessor Alabama Power Company had a continuous existence since itsincorporation in 1906. The principal executive offices of the Company are located at 600 North 18th Street, Birmingham, Alabama 35291, and the telephonenumber is (205) 257-1000.

The Company is a wholly-owned subsidiary of The Southern Company. The Company is engaged, within the State of Alabama, in the generation,transmission, distribution and purchase of electricity and the sale of electric service, at retail in approximately 400 cities and towns (including Anniston,Birmingham, Gadsden, Mobile, Montgomery and Tuscaloosa), as well as in rural areas, and at wholesale to 14 municipally-owned electric distribution systems,11 of which are served indirectly through sales to the Alabama Municipal Electric Authority, and two rural distributing cooperative associations. The Companyowns coal reserves near its Gorgas Steam Electric Generating Plant and uses the output of coal from the reserves in its generating plants. It also sells, andcooperates with dealers in promoting the sale of, electric appliances.

The Company and one of its affiliates, Georgia Power Company (“GEORGIA”), each own 50% of the outstanding common stock of Southern ElectricGenerating Company (“SEGCO”). SEGCO is an operating public utility company that owns electric generating units with an aggregate capacity of 1,020megawatts at the Ernest C. Gaston Steam Plant (“Plant Gaston”) on the Coosa River near Wilsonville, Alabama. The Company and GEORGIA are each entitled toone-half of SEGCO’s capacity and energy. The Company acts as SEGCO’s agent in the operation of SEGCO’s units and furnishes fuel to SEGCO for its units.

SELECTED INFORMATION

Thefollowingmaterial,whichispresentedinthisProspectussolelytofurnishlimitedintroductoryinformationregardingtheCompany,hasbeenselectedfrom,orisbasedupon,thedetailedinformationandfinancialstatementsappearinginthedocumentsincorporatedinthisProspectusbyreferenceorelsewhereinthisProspectus,isqualifiedinitsentiretybyreferencetothosedocumentsand,therefore,shouldbereadtogetherwiththosedocuments.

Alabama Power Company

Business Generation, transmission, distribution and sale of electric energy

Service Area Approximately 45,000 square miles comprising most of the State of Alabama

Customers at December 31, 2016 1,468,750

Generating Capacity at December 31, 2016 (megawatts) 11,797

Sources of Generation during 2016 Coal (53%), Nuclear (23%), Gas (19%), Hydro (5%)

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Certain Ratios

The following table sets forth the Ratios of Earnings to Fixed Charges and Earnings to Fixed Charges Plus Preferred and Preference Dividend Requirements(Pre-Income Tax Basis) for the periods indicated.

Year Ended December 31,

2012 2013 2014 2015 2016Ratio of Earnings to Fixed Charges (1) 4.91 5.27 5.49 5.16 5.14Ratio of Earnings to Fixed Charges Plus Preferred and Preference Dividend

Requirements (Pre-Income Tax Basis) (2) 4.07 4.31 4.50 4.57 4.74 ___________

(1) This ratio is computed as follows: (i) “Earnings” have been calculated by adding to “Earnings Before Income Taxes” “Interest expense, net of amountscapitalized,” the distributed income of equity investees, the interest component of rental expense and the debt portion of allowance for funds used duringconstruction and excluding from “Earnings Before Income Taxes” the amount of income of equity investees; and (ii) “Fixed Charges” consist of “Interestexpense, net of amounts capitalized,” the interest component of rental expense and the debt portion of allowance for funds used during construction.

(2) In computing this ratio, “Preferred and Preference Dividend Requirements” represent the before-tax earnings necessary to pay such dividends, computed atthe effective tax rates for the applicable periods.

USE OF PROCEEDS

Except as may be otherwise described in an applicable Prospectus Supplement, the net proceeds received by the Company from the sale of the Class APreferred Stock, Preference Stock, Senior Notes or Junior Subordinated Notes will be used in connection with its ongoing construction program, to pay scheduledmaturities and/or refundings of its securities, to repay short-term indebtedness to the extent outstanding and for other general corporate purposes.

DESCRIPTION OF THE CLASS A PREFERRED STOCK

Set forth below is a description of the general terms of the Class A Preferred Stock. The statements in this Prospectus concerning the Class A Preferred Stockare an outline and do not purport to be complete. Such statements make use of defined terms and are qualified in their entirety by reference to the charter of theCompany, as amended (the “charter”), a copy of which is filed as an exhibit to the Registration Statement of which this Prospectus forms a part. The generalprovisions which apply to all series of the Class A Preferred Stock, which are now or may at a later time be authorized or created, are set forth in the charter.

General

Each series of the Class A Preferred Stock is to be established by resolutions of the Board of Directors of the Company, a copy of which is an exhibit to theRegistration Statement (or incorporated by reference). In such resolutions, the Board of Directors will set the stated capital, among other terms, of such series ofClass A Preferred Stock.

At December 31, 2016, the Company had 27,500,000 authorized shares of Class A Preferred Stock, of which 1,520,000 shares of Class A Preferred Stockwith a stated capital of $25 per share were outstanding. Additionally, at December 31, 2016, the Company had outstanding 475,115 shares of Preferred Stockwhich have a par value of $100 per share. The Class A Preferred Stock ranks on a parity as to dividends and assets with the outstanding Preferred Stock and has thesame general rights and preferences as the outstanding Preferred Stock. On all matters submitted to a vote of the holders of the Preferred Stock and the Class APreferred Stock (other than a change in the rights and preferences of only one, but not the other, such kind of stock), both kinds of stock vote together as a singleclass, and each share of Preferred Stock and Class A Preferred Stock shall have the relative voting rights described in the applicable Prospectus Supplement.

The Class A Preferred Stock will not be subject to further calls or to assessment by the Company.

Any proposed listing of the Class A Preferred Stock on a securities exchange will be described in the applicable Prospectus Supplement.

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Transfer Agent and Registrar

Unless otherwise indicated in the applicable Prospectus Supplement, the transfer agent for the Class A Preferred Stock will be Wells Fargo ShareholderServices, 1110 Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120-4100, which will also serve as the registrar.

Dividend Rights

The holders of the Preferred Stock and Class A Preferred Stock of each class are entitled to receive cumulative dividends, payable when and as declared bythe Board of Directors, at the rates determined for the respective classes, before any dividends may be declared or paid on the Preference Stock or the Company’sCommon Stock. Dividends on the Preferred Stock and Class A Preferred Stock must have been or be contemporaneously declared and set apart for payment, orpaid, on the Preferred Stock and Class A Preferred Stock of all classes for all dividend periods terminating on the same or an earlier date (Charter — A. PreferredStock — 2. General Provisions — a and b).

The applicable Prospectus Supplement will set forth the dividend rate provisions of the Class A Preferred Stock, including the payment dates and the rate orrates, or the method of determining the rate or rates (which may involve periodic dividend rate settings through remarketing or auction procedures or pursuant toone or more formulae, as described in the Prospectus Supplement). Dividends payable on the Class A Preferred Stock will be cumulative from the date of originalissue.

Redemption Provisions

Any redemption provisions applicable to the Class A Preferred Stock will be described in the applicable Prospectus Supplement.

The charter provides that the Company shall not redeem, purchase or otherwise acquire any shares of Preferred Stock or Class A Preferred Stock if, at thetime of such redemption, purchase or other acquisition, dividends payable on the Preferred Stock or Class A Preferred Stock of any class shall be in default inwhole or in part unless, prior to or concurrently with such redemption, purchase or other acquisition, all such defaults shall be cured or unless such action has beenordered, approved or permitted under the Public Utility Holding Company Act of 1935, as amended, by the Commission or any successor commission orregulatory authority of the United States of America (Charter — A. Preferred Stock — 2. General Provisions — d).

Voting Rights

The voting rights applicable to the Preferred Stock and Class A Preferred Stock will be described in the applicable Prospectus Supplement.

Liquidation Rights

Upon voluntary or involuntary liquidation, the holders of the Preferred Stock and Class A Preferred Stock of each class, without preference between classes,will be entitled to receive the amounts specified to be payable on the shares of such class (which, in the case of the Class A Preferred Stock, is an amount equal tothe stated capital per share on involuntary liquidation, or an amount equal to the then current regular redemption price per share on voluntary liquidation, plusaccrued dividends in each case) before any distribution of assets may be made to the holders of the Preference Stock or the Company’s Common Stock. Availableassets, if insufficient to pay such amounts to the holders of the Preferred Stock and Class A Preferred Stock, are to be distributed pro rata to the payment, first, ofthe amount per share payable in the event of involuntary liquidation, second, of accrued dividends, and third, of any premium (Charter — A. Preferred Stock — 2.General Provisions — c.).

Sinking Fund

The terms and conditions of a sinking fund or purchase fund, if any, for the benefit of the holders of the Class A Preferred Stock will be set forth in theapplicable Prospectus Supplement.

Other Rights

The holders of the Class A Preferred Stock do not have any preemptive or conversion rights unless otherwise indicated in the applicable ProspectusSupplement.

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DESCRIPTION OF THE PREFERENCE STOCK

Set forth below is a description of the general terms of the Preference Stock. The statements in this Prospectus concerning the Preference Stock are an outlineand do not purport to be complete. Such statements make use of defined terms and are qualified in their entirety by reference to the charter, a copy of which is filedas an exhibit to the Registration Statement of which this Prospectus forms a part. The general provisions which apply to all series of the Preference Stock, whichare now or may at a later time be authorized or created, are set forth in the charter.

General

Each series of Preference Stock is to be established by resolutions of the Board of Directors of the Company, a copy of which is an exhibit to the RegistrationStatement (or incorporated by reference). In such resolutions, the Board of Directors will set the stated capital, among other terms, of such series of PreferenceStock.

As of December 31, 2016, the Company had 40,000,000 authorized shares of Preference Stock, of which 8,000,000 shares with a stated capital of $25 pershare were outstanding. The Preference Stock ranks junior to the Preferred Stock and the Class A Preferred Stock with respect to dividends and amounts payableupon liquidation, dissolution or winding up of the Company. The Preference Stock ranks senior to the Company’s Common Stock and to any other securities theCompany may issue in the future that by their terms rank junior to the Preference Stock with respect to dividends and amounts payable upon liquidation,dissolution or winding up of the Company. All shares of the Preference Stock will rank on a parity with respect to dividends and amounts payable upon liquidation,dissolution or winding up of the Company.

The Preference Stock will not be subject to further calls or assessment by the Company.

Any proposed listing of the Preference Stock on a securities exchange will be described in the applicable Prospectus Supplement.

Transfer Agent and Registrar

Unless otherwise indicated in the applicable Prospectus Supplement, the transfer agent for the Preference Stock will be Wells Fargo Shareholder Services,1110 Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120-4100, which will also serve as the registrar.

Dividend Rights

Dividends on the Preference Stock are payable, when, as and if declared by the Board of Directors, at the rate per annum determined for each respectiveseries. Unless otherwise indicated in the applicable Prospectus Supplement, dividends will be payable to holders of record of the Preference Stock as they appearon the books of the Company on the record dates fixed by the Board of Directors.

The applicable Prospectus Supplement will set forth the dividend rate provisions of the Preference Stock, including the payment dates and the rate or rates,or the method of determining the rate or rates (which may involve periodic dividend rate settings through remarketing or auction procedures or pursuant to one ormore formulae, as described in the applicable Prospectus Supplement), and whether dividends shall be cumulative and, if so, from which date or dates.

Redemption Provisions

Any redemption provisions applicable to the Preference Stock will be described in the applicable Prospectus Supplement.

Voting Rights

The applicable Prospectus Supplement will describe the voting rights for each series of the Preference Stock.

Liquidation Rights

Upon voluntary or involuntary liquidation, the holders of the Preference Stock of each series, without preference among series, are entitled to receive theamount specified to be payable on the shares of such series following the satisfaction of all claims ranking senior to the Preference Stock (including the claims ofholders of any outstanding shares of Preferred Stock and Class A Preferred Stock) and before any distribution of assets may be made to the holders of theCompany’s Common Stock. Available assets, if insufficient to pay such amounts to the holders of the Preference Stock, are to be distributed pro rata to thepayment, first of the amount per share payable in the event of involuntary liquidation, second of accrued dividends, if any, and third of any premium.

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Sinking Fund

The terms and conditions of a sinking or purchase fund, if any, for the benefit of the holders of the Preference Stock will be set forth in the applicableProspectus Supplement.

Other Rights

The holders of the Preference Stock do not have any pre-emptive or conversion rights, except as otherwise described in the applicable ProspectusSupplement.

DESCRIPTION OF THE SENIOR NOTES

Set forth below is a description of the general terms of the Senior Notes. The following description does not purport to be complete and is subject to, and isqualified in its entirety by reference to, the Senior Note Indenture, dated as of December 1, 1997, between the Company and Regions Bank, as successor trustee(the “Senior Note Indenture Trustee”), as to be supplemented by a supplemental indenture to the Senior Note Indenture establishing the Senior Notes of each series(the Senior Note Indenture, as so supplemented, is referred to as the “Senior Note Indenture”), the forms of which are filed as exhibits to the Registration Statementof which this Prospectus forms a part. The terms of the Senior Notes will include those stated in the Senior Note Indenture and those made a part of the SeniorNote Indenture by reference to the Trust Indenture Act of 1939, as amended (the “1939 Act”). Certain capitalized terms used and not defined in this section of theProspectus are defined in the Senior Note Indenture.

General

The Senior Notes will be issued as unsecured senior debt securities under the Senior Note Indenture and will rank equally with all other unsecured andunsubordinated debt of the Company. The Senior Notes will be effectively subordinated to all existing and future secured debt of the Company. The Company didnot have any secured indebtedness outstanding at December 31, 2016. The Senior Note Indenture does not limit the aggregate principal amount of Senior Notesthat may be issued under the Senior Note Indenture and provides that Senior Notes may be issued from time to time in one or more series pursuant to an indenturesupplemental to the Senior Note Indenture. The Senior Note Indenture gives the Company the ability to reopen a previous issue of Senior Notes and issueadditional Senior Notes of such series, unless otherwise provided.

Reference is made to the Prospectus Supplement that will accompany this Prospectus for the following terms of the series of Senior Notes being offered bysuch Prospectus Supplement: (i) the title of such Senior Notes; (ii) any limit on the aggregate principal amount of such Senior Notes; (iii) the date or dates onwhich the principal of such Senior Notes is payable; (iv) the rate or rates at which such Senior Notes shall bear interest, if any, or any method by which such rate orrates will be determined, the date or dates from which such interest will accrue, the interest payment dates on which such interest shall be payable, and the regularrecord date for the interest payable on any interest payment date; (v) the place or places where the principal of, premium, if any, on and interest, if any, on suchSenior Notes shall be payable; (vi) the period or periods within which, the price or prices at which and the terms and conditions on which such Senior Notes maybe redeemed, in whole or in part, at the option of the Company or at the option of the holder prior to their maturity; (vii) the obligation, if any, of the Company toredeem or purchase such Senior Notes; (viii) the denominations in which such Senior Notes shall be issuable; (ix) if other than the principal amount of such SeniorNotes, the portion of the principal amount of such Senior Notes which shall be payable upon declaration of acceleration of the maturity of such Senior Notes;(x) any deletions from, modifications of or additions to the Events of Default or covenants of the Company as provided in the Senior Note Indenture pertaining tosuch Senior Notes; (xi) whether such Senior Notes shall be issued in whole or in part in the form of a Global Security; and (xii) any other terms of such SeniorNotes.

The Senior Note Indenture does not contain provisions that afford holders of Senior Notes protection in the event of a highly leveraged transaction involvingthe Company.

Events of Default

The Senior Note Indenture provides that any one or more of the following described events with respect to the Senior Notes of any series, which hasoccurred and is continuing, constitutes an “Event of Default” with respect to the Senior Notes of such series:

(a) failure for 10 days to pay interest on the Senior Notes of such series when due on an interest payment date other than at maturity or upon earlierredemption; or

(b) failure to pay principal of, premium, if any, on or interest on the Senior Notes of such series when due at maturity or upon earlier redemption; or

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(c) failure for three Business Days to deposit any sinking fund payment when due by the terms of a Senior Note of such series; or

(d) failure to observe or perform any other covenant or warranty of the Company in the Senior Note Indenture (other than a covenant or warrantywhich has expressly been included in the Senior Note Indenture solely for the benefit of one or more series of Senior Notes other than such series) for 90 days afterwritten notice to the Company from the Senior Note Indenture Trustee or the holders of at least 25% in principal amount of the outstanding Senior Notes of suchseries; or

(e) certain events of bankruptcy, insolvency or reorganization of the Company.

The holders of not less than a majority in aggregate outstanding principal amount of the Senior Notes of any series have the right to direct the time, methodand place of conducting any proceeding for any remedy available to the Senior Note Indenture Trustee with respect to the Senior Notes of such series. If a SeniorNote Indenture Event of Default occurs and is continuing with respect to the Senior Notes of any series, then the Senior Note Indenture Trustee or the holders ofnot less than 25% in aggregate outstanding principal amount of the Senior Notes of such series may declare the principal amount of the Senior Notes due andpayable immediately by notice in writing to the Company (and to the Senior Note Indenture Trustee if given by the holders), and upon any such declaration suchprincipal amount shall become immediately due and payable. At any time after such a declaration of acceleration with respect to the Senior Notes of any series hasbeen made and before a judgment or decree for payment of the money due has been obtained as provided in Article Five of the Senior Note Indenture, the holdersof not less than a majority in aggregate outstanding principal amount of the Senior Notes of such series may, by written notice to the Company and the Senior NoteIndenture Trustee, rescind and annul such declaration and its consequences if the default has been cured or waived and the Company has paid or deposited with theSenior Note Indenture Trustee a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration and all sums paid oradvanced by the Senior Note Indenture Trustee, including reasonable compensation and expenses of the Senior Note Indenture Trustee.

The holders of not less than a majority in aggregate outstanding principal amount of the Senior Notes of any series may, on behalf of the holders of all theSenior Notes of such series, waive any past default with respect to such series, except (i) a default in the payment of principal or interest or (ii) a default in respectof a covenant or provision which under Article Nine of the Senior Note Indenture cannot be modified or amended without the consent of the holder of eachoutstanding Senior Note of such series affected.

Registration and Transfer

The Company shall not be required to (i) issue, register the transfer of or exchange Senior Notes of any series during a period of 15 days immediatelypreceding the date notice is given identifying the Senior Notes of such series called for redemption or (ii) issue, register the transfer of or exchange any SeniorNotes so selected for redemption, in whole or in part, except the unredeemed portion of any Senior Note being redeemed in part.

Payment and Paying Agent

Unless otherwise indicated in an applicable Prospectus Supplement, payment of principal of any Senior Notes will be made only against surrender to thePaying Agent of such Senior Notes. Principal of and interest on Senior Notes will be payable, subject to any applicable laws and regulations, at the office of suchPaying Agent or Paying Agents as the Company may designate from time to time, except that, at the option of the Company, payment of any interest may be madeby wire transfer or other electronic transfer or by check mailed to the address of the person entitled to an interest payment as such address shall appear in theSecurity Register with respect to the Senior Notes. Payment of interest on Senior Notes on any interest payment date will be made to the person in whose name theSenior Notes (or predecessor security) are registered at the close of business on the record date for such interest payment.

Unless otherwise indicated in an applicable Prospectus Supplement, the Senior Note Indenture Trustee will act as Paying Agent with respect to the SeniorNotes. The Company may at any time designate additional Paying Agents or rescind the designation of any Paying Agents or approve a change in the officethrough which any Paying Agent acts.

All moneys paid by the Company to a Paying Agent for the payment of the principal of or interest on the Senior Notes of any series which remain unclaimedat the end of two years after such principal or interest shall have become due and payable will be repaid to the Company, and the holder of such Senior Notes willfrom that time forward look only to the Company for payment of such principal and interest.

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Modification

The Senior Note Indenture contains provisions permitting the Company and the Senior Note Indenture Trustee, with the consent of the holders of not lessthan a majority in principal amount of the outstanding Senior Notes of each series that is affected, to modify the Senior Note Indenture or the rights of the holdersof the Senior Notes of such series; provided, that no such modification may, without the consent of the holder of each outstanding Senior Note that is affected,(i) change the stated maturity of the principal of, or any installment of principal of or interest on, any Senior Note, or reduce the principal amount of any SeniorNote or the rate of interest on any Senior Note or any premium payable upon the redemption of any Senior Note, or change the method of calculating the rate ofinterest on any Senior Note, or impair the right to institute suit for the enforcement of any such payment on or after the stated maturity of any Senior Note (or, inthe case of redemption, on or after the redemption date), or (ii) reduce the percentage of principal amount of the outstanding Senior Notes of any series, the consentof whose holders is required for any such supplemental indenture, or the consent of whose holders is required for any waiver (of compliance with certainprovisions of the Senior Note Indenture or certain defaults under the Senior Note Indenture and their consequences) provided for in the Senior Note Indenture, or(iii) modify any of the provisions of the Senior Note Indenture relating to supplemental indentures, waiver of past defaults or waiver of certain covenants, except toincrease any such percentage or to provide that certain other provisions of the Senior Note Indenture cannot be modified or waived without the consent of theholder of each outstanding Senior Note that is affected.

In addition, the Company and the Senior Note Indenture Trustee may execute, without the consent of any holders of Senior Notes, any supplementalindenture for certain other usual purposes, including the creation of any new series of Senior Notes.

Consolidation, Merger and Sale

The Company shall not consolidate with or merge into any other corporation or convey, transfer or lease its properties and assets substantially as an entiretyto any person, unless (1) such other corporation or person is a corporation organized and existing under the laws of the United States, any state in the United Statesor the District of Columbia and such other corporation or person expressly assumes, by supplemental indenture executed and delivered to the Senior NoteIndenture Trustee, the payment of the principal of, premium, if any, on and interest on all the Senior Notes and the performance of every covenant of the SeniorNote Indenture on the part of the Company to be performed or observed; (2) immediately after giving effect to such transactions, no Senior Note Indenture Eventof Default, and no event which, after notice or lapse of time or both, would become a Senior Note Indenture Event of Default, shall have happened and becontinuing; and (3) the Company has delivered to the Senior Note Indenture Trustee an officers’ certificate and an opinion of counsel, each stating that suchtransaction complies with the provisions of the Senior Note Indenture governing consolidation, merger, conveyance, transfer or lease and that all conditionsprecedent to the transaction have been complied with.

Information Concerning the Senior Note Indenture Trustee

The Senior Note Indenture Trustee, prior to a Senior Note Indenture Event of Default with respect to Senior Notes of any series, undertakes to perform, withrespect to Senior Notes of such series, only such duties as are specifically set forth in the Senior Note Indenture and, in case a Senior Note Indenture Event ofDefault with respect to Senior Notes of any series has occurred and is continuing, shall exercise, with respect to Senior Notes of such series, the same degree ofcare as a prudent individual would exercise in the conduct of his or her own affairs. Subject to such provision, the Senior Note Indenture Trustee is under noobligation to exercise any of the powers vested in it by the Senior Note Indenture at the request of any holder of Senior Notes of any series, unless offeredreasonable indemnity by such holder against the costs, expenses and liabilities which might be incurred by the Senior Note Indenture Trustee. The Senior NoteIndenture Trustee is not required to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties if the Senior NoteIndenture Trustee reasonably believes that repayment or adequate indemnity is not reasonably assured to it.

Regions Bank, the Senior Note Indenture Trustee, also serves as Subordinated Note Indenture Trustee. The Company and certain of its affiliates maintaindeposit accounts and banking relationships with Regions Bank. Regions Bank also serves as trustee under other indentures pursuant to which securities of certainaffiliates of the Company are outstanding.

Governing Law

The Senior Note Indenture and the Senior Notes will be governed by, and construed in accordance with, the internal laws of the State of New York.

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Miscellaneous

The Company will have the right at all times to assign any of its rights or obligations under the Senior Note Indenture to a direct or indirect wholly-ownedsubsidiary of the Company; provided, that, in the event of any such assignment, the Company will remain primarily liable for all such obligations. Subject to theforegoing, the Senior Note Indenture will be binding upon and inure to the benefit of the parties to the Senior Note Indenture and their respective successors andassigns.

DESCRIPTION OF THE JUNIOR SUBORDINATED NOTES

Set forth below is a description of the general terms of the Junior Subordinated Notes. The following description does not purport to be complete and issubject to, and is qualified in its entirety by reference to, the Subordinated Note Indenture, dated as of January 1, 1997, between the Company and Regions Bank,as successor trustee (the “Subordinated Note Indenture Trustee”), as to be supplemented by a supplemental indenture to the Subordinated Note Indentureestablishing the Junior Subordinated Notes of each series (the Subordinated Note Indenture, as so supplemented, is referred to as the “Subordinated NoteIndenture”), the forms of which are filed as exhibits to the Registration Statement of which this Prospectus forms a part. The terms of the Junior SubordinatedNotes will include those stated in the Subordinated Note Indenture and those made a part of the Subordinated Note Indenture by reference to the 1939 Act. Certaincapitalized terms used and not defined in this section of the Prospectus are defined in the Subordinated Note Indenture.

General

The Junior Subordinated Notes will be issued as unsecured junior subordinated debt securities under the Subordinated Note Indenture. The SubordinatedNote Indenture does not limit the aggregate principal amount of Junior Subordinated Notes that may be issued under the Subordinated Note Indenture and providesthat Junior Subordinated Notes may be issued from time to time in one or more series pursuant to an indenture supplemental to the Subordinated Note Indenture.The Subordinated Note Indenture gives the Company the ability to reopen a previous issue of Junior Subordinated Notes and issue additional Junior SubordinatedNotes of such series, unless otherwise provided.

Reference is made to the Prospectus Supplement that will accompany this Prospectus for the following terms of the series of Junior Subordinated Notesbeing offered by such Prospectus Supplement: (i) the title of such Junior Subordinated Notes; (ii) any limit on the aggregate principal amount of such JuniorSubordinated Notes; (iii) the date or dates on which the principal of such Junior Subordinated Notes is payable; (iv) the rate or rates at which such JuniorSubordinated Notes shall bear interest, if any, or any method by which such rate or rates will be determined, the date or dates from which such interest will accrue,the interest payment dates on which such interest shall be payable, and the regular record date for the interest payable on any interest payment date; (v) the place orplaces where the principal of, premium, if any, on and interest, if any, on such Junior Subordinated Notes shall be payable; (vi) the period or periods within which,the price or prices at which and the terms and conditions on which such Junior Subordinated Notes may be redeemed, in whole or in part, at the option of theCompany or at the option of the holder prior to their maturity; (vii) the obligation, if any, of the Company to redeem or purchase such Junior Subordinated Notes;(viii) the denominations in which such Junior Subordinated Notes shall be issuable; (ix) if other than the principal amount of the Junior Subordinated Notes, theportion of the principal amount of such Junior Subordinated Notes which shall be payable upon declaration of acceleration of the maturity of such JuniorSubordinated Notes; (x) any deletions from, modifications of or additions to the Events of Default or covenants of the Company as provided in the SubordinatedNote Indenture pertaining to such Junior Subordinated Notes; (xi) whether such Junior Subordinated Notes shall be issued in whole or in part in the form of aGlobal Security; (xii) the right, if any, of the Company to extend the interest payment periods of such Junior Subordinated Notes; and (xiii) any other terms of suchJunior Subordinated Notes.

The Subordinated Note Indenture does not contain provisions that afford holders of Junior Subordinated Notes protection in the event of a highly leveragedtransaction involving the Company.

Subordination

The Junior Subordinated Notes are subordinated and junior in right of payment to all Senior Indebtedness (as defined below) of the Company. No paymentof principal of (including redemption payments, if any), premium, if any, on or interest on (including Additional Interest (as defined in the Subordinated NoteIndenture)) the Junior Subordinated Notes may be made if (a) any Senior Indebtedness is not paid when due and any applicable grace period with respect to suchdefault has ended with such default not being cured or waived or otherwise ceasing to exist, or (b) the maturity of any Senior Indebtedness has been acceleratedbecause of a default, or (c) notice has been given of the exercise of an option to require repayment, mandatory payment or prepayment or otherwise of the SeniorIndebtedness. Upon any payment or distribution of assets of the Company to creditors upon any liquidation, dissolution, winding-up, reorganization, assignmentfor the benefit of creditors, marshalling of assets or liabilities, or any bankruptcy, insolvency or similar proceedings of the Company, the holders of SeniorIndebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness before the holders of theJunior Subordinated Notes are entitled to receive or retain any payment or distribution. Subject to the

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prior payment of all Senior Indebtedness, the rights of the holders of the Junior Subordinated Notes will be subrogated to the rights of the holders of SeniorIndebtedness to receive payments and distributions applicable to such Senior Indebtedness until all amounts owing on the Junior Subordinated Notes are paid infull.

The term “Senior Indebtedness” means, with respect to the Company, (i) any payment due in respect of indebtedness of the Company, whether outstanding atthe date of execution of the Subordinated Note Indenture or incurred, created or assumed after such date, (a) in respect of money borrowed (including any financialderivative, hedging or futures contract or similar instrument) and (b) evidenced by securities, debentures, bonds, notes or other similar instruments issued by theCompany that, by their terms, are senior or senior subordinated debt securities including, without limitation, all such obligations under its indentures with varioustrustees; (ii) all capital lease obligations; (iii) all obligations issued or assumed as the deferred purchase price of property, all conditional sale obligations and allobligations of the Company under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business and long-termpurchase obligations); (iv) all obligations for the reimbursement of any letter of credit, banker’s acceptance, security purchase facility or similar credit transaction;(v) all obligations of the type referred to in clauses (i) through (iv) above of other persons the payment of which the Company is responsible or liable as obligor,guarantor or otherwise; and (vi) all obligations of the type referred to in clauses (i) through (v) above of other persons secured by any lien on any property or assetof the Company (whether or not such obligation is assumed by the Company), except for (1) any such indebtedness that is by its terms subordinated to or that ranksequally with the Junior Subordinated Notes and (2) any unsecured indebtedness between or among the Company or its affiliates. Such Senior Indebtedness shallcontinue to be Senior Indebtedness and be entitled to the benefits of the subordination provisions contained in the Subordinated Note Indenture irrespective of anyamendment, modification or waiver of any term of such Senior Indebtedness.

The Subordinated Note Indenture does not limit the aggregate amount of Senior Indebtedness that may be issued by the Company. As of December 31, 2016,Senior Indebtedness of the Company aggregated approximately $6,946,000,000.

Certain Covenants

The Company covenants in the Subordinated Note Indenture, for the benefit of the holders of each series of Junior Subordinated Notes, that, (i) if at suchtime the Company shall have given notice of its election to extend an interest payment period for such series of Junior Subordinated Notes and such extension shallbe continuing, or (ii) if at such time an Event of Default under the Subordinated Note Indenture with respect to such series of Junior Subordinated Notes shall haveoccurred and be continuing, (a) the Company shall not declare or pay any dividend or make any distributions with respect to, or redeem, purchase, acquire or makea liquidation payment with respect to, any of its capital stock and (b) the Company shall not make any payment of interest on, principal of or premium, if any, on orrepay, repurchase or redeem any debt securities (including guarantees) issued by the Company which rank equally with or junior to the Junior Subordinated Notes.None of the foregoing, however, shall restrict (i) any of the actions described in the preceding sentence resulting from any reclassification of the Company’s capitalstock or the exchange or conversion of one class or series of the Company’s capital stock for another class or series of the Company’s capital stock, or (ii) thepurchase of fractional interests in shares of the Company’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the securitybeing converted or exchanged.

Events of Default

The Subordinated Note Indenture provides that any one or more of the following described events with respect to the Junior Subordinated Notes of anyseries, which has occurred and is continuing, constitutes an “Event of Default” with respect to the Junior Subordinated Notes of such series:

(a) failure for 10 days to pay interest on the Junior Subordinated Notes of such series, including any Additional Interest (as defined in clause (ii) of thedefinition of Additional Interest in the Subordinated Note Indenture) on such unpaid interest, when due on an interest payment date other than at maturity or uponearlier redemption; provided, however, that a valid extension of the interest payment period by the Company shall not constitute a default in the payment of interestfor this purpose; or

(b) failure for 10 days to pay Additional Interest (as defined in clause (i) of the definition of Additional Interest in the Subordinated Note Indenture); or

(c) failure to pay principal of, premium, if any, on or interest, including Additional Interest (as defined in clause (ii) of the definition of AdditionalInterest in the Subordinated Note Indenture), on the Junior Subordinated Notes of such series when due at maturity or upon earlier redemption; or

(d) failure for three Business Days to deposit any sinking fund payment when due by the terms of a Junior Subordinated Note of such series; or

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(e) failure to observe or perform any other covenant or warranty of the Company in the Subordinated Note Indenture (other than a covenant orwarranty which has expressly been included in the Subordinated Note Indenture solely for the benefit of one or more series of Junior Subordinated Notes otherthan such series) for 90 days after written notice to the Company from the Subordinated Note Indenture Trustee or the holders of at least 25% in principal amountof the outstanding Junior Subordinated Notes of such series; or

(f) certain events of bankruptcy, insolvency or reorganization of the Company.

The holders of not less than a majority in aggregate outstanding principal amount of the Junior Subordinated Notes of any series have the right to direct thetime, method and place of conducting any proceeding for any remedy available to the Subordinated Note Indenture Trustee with respect to the Junior SubordinatedNotes of such series. If a Subordinated Note Indenture Event of Default occurs and is continuing with respect to the Junior Subordinated Notes of any series, thenthe Subordinated Note Indenture Trustee or the holders of not less than 25% in aggregate outstanding principal amount of the Junior Subordinated Notes of suchseries may declare the principal amount of the Junior Subordinated Notes due and payable immediately by notice in writing to the Company (and to theSubordinated Note Indenture Trustee if given by the holders), and upon any such declaration such principal amount shall become immediately due and payable. Atany time after such a declaration of acceleration with respect to the Junior Subordinated Notes of any series has been made and before a judgment or decree forpayment of the money due has been obtained as provided in Article Five of the Subordinated Note Indenture, the holders of not less than a majority in aggregateoutstanding principal amount of the Junior Subordinated Notes of such series may rescind and annul such declaration and its consequences if the default has beencured or waived and the Company has paid or deposited with the Subordinated Note Indenture Trustee a sum sufficient to pay all matured installments of interest(including any Additional Interest (as defined in the Subordinated Note Indenture)) and principal due otherwise than by acceleration and all sums paid or advancedby the Subordinated Note Indenture Trustee, including reasonable compensation and expenses of the Subordinated Note Indenture Trustee.

The holders of not less than a majority in aggregate outstanding principal amount of the Junior Subordinated Notes of any series may, on behalf of theholders of all the Junior Subordinated Notes of such series, waive any past default with respect to such series, except (i) a default in the payment of principal orinterest or (ii) a default in respect of a covenant or provision which under Article Nine of the Subordinated Note Indenture cannot be modified or amended withoutthe consent of the holder of each outstanding Junior Subordinated Note of such series affected.

Registration and Transfer

The Company shall not be required to (i) issue, register the transfer of or exchange Junior Subordinated Notes of any series during a period of 15 daysimmediately preceding the date notice is given identifying the Junior Subordinated Notes of such series called for redemption or (ii) issue, register the transfer of orexchange any Junior Subordinated Notes so selected for redemption, in whole or in part, except the unredeemed portion of any Junior Subordinated Note beingredeemed in part.

Payment and Paying Agent

Unless otherwise indicated in an applicable Prospectus Supplement, payment of principal of any Junior Subordinated Notes will be made only againstsurrender to the Paying Agent of such Junior Subordinated Notes. Principal of and interest on Junior Subordinated Notes will be payable, subject to any applicablelaws and regulations, at the office of such Paying Agent or Paying Agents as the Company may designate from time to time, except that, at the option of theCompany, payment of any interest may be made by wire transfer or other electronic transfer or by check mailed to the address of the person entitled to an interestpayment as such address shall appear in the Security Register with respect to the Junior Subordinated Notes. Payment of interest on Junior Subordinated Notes onany interest payment date will be made to the person in whose name the Junior Subordinated Notes (or predecessor security) are registered at the close of businesson the record date for such interest payment.

Unless otherwise indicated in an applicable Prospectus Supplement, the Subordinated Note Indenture Trustee will act as Paying Agent with respect to theJunior Subordinated Notes. The Company may at any time designate additional Paying Agents or rescind the designation of any Paying Agents or approve achange in the office through which any Paying Agent acts.

All moneys paid by the Company to a Paying Agent for the payment of the principal of or interest on the Junior Subordinated Notes of any series whichremain unclaimed at the end of two years after such principal or interest shall have become due and payable will be repaid to the Company, and the holder of suchJunior Subordinated Notes will from that time forward look only to the Company for payment of such principal and interest.

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Modification

The Subordinated Note Indenture contains provisions permitting the Company and the Subordinated Note Indenture Trustee, with the consent of the holdersof not less than a majority in principal amount of the outstanding Junior Subordinated Notes of each series affected, to modify the Subordinated Note Indenture orthe rights of the holders of the Junior Subordinated Notes of such series; provided, that no such modification may, without the consent of the holder of eachoutstanding Junior Subordinated Note affected, (i) change the stated maturity of the principal of, or any installment of principal of or interest on, any JuniorSubordinated Note, or reduce the principal amount of any Junior Subordinated Note or the rate of interest (including Additional Interest (as defined in theSubordinated Note Indenture)) on any Junior Subordinated Note or any premium payable upon the redemption of any Junior Subordinated Note, or change themethod of calculating the rate of interest on any Junior Subordinated Note, or impair the right to institute suit for the enforcement of any such payment on or afterthe stated maturity of any Junior Subordinated Note (or, in the case of redemption, on or after the redemption date), or (ii) reduce the percentage of principalamount of the outstanding Junior Subordinated Notes of any series, the consent of whose holders is required for any such supplemental indenture, or the consent ofwhose holders is required for any waiver (of compliance with certain provisions of the Subordinated Note Indenture or certain defaults under the SubordinatedNote Indenture and their consequences) provided for in the Subordinated Note Indenture, or (iii) modify any of the provisions of the Subordinated Note Indenturerelating to supplemental indentures, waiver of past defaults or waiver of certain covenants, except to increase any such percentage or to provide that certain otherprovisions of the Subordinated Note Indenture cannot be modified or waived without the consent of the holder of each outstanding Junior Subordinated Noteaffected thereby, or (iv) modify the provisions of the Subordinated Note Indenture with respect to the subordination of the Junior Subordinated Notes in a manneradverse to such holder.

In addition, the Company and the Subordinated Note Indenture Trustee may execute, without the consent of any holders of Junior Subordinated Notes, anysupplemental indenture for certain other usual purposes, including the creation of any new series of Junior Subordinated Notes.

Consolidation, Merger and Sale

The Company shall not consolidate with or merge into any other corporation or convey, transfer or lease its properties and assets substantially as an entiretyto any person, unless (1) such other corporation or person is a corporation organized and existing under the laws of the United States, any state of the United Statesor the District of Columbia and such other corporation or person expressly assumes, by supplemental indenture executed and delivered to the Subordinated NoteIndenture Trustee, the payment of the principal of and premium, if any, on and interest (including Additional Interest (as defined in the Subordinated NoteIndenture)) on all the Junior Subordinated Notes and the performance of every covenant of the Subordinated Note Indenture on the part of the Company to beperformed or observed; (2) immediately after giving effect to such transactions, no Subordinated Note Indenture Event of Default, and no event which, after noticeor lapse of time or both, would become a Subordinated Note Indenture Event of Default, shall have happened and be continuing; and (3) the Company hasdelivered to the Subordinated Note Indenture Trustee an officers’ certificate and an opinion of counsel, each stating that such transaction complies with theprovisions of the Subordinated Note Indenture governing consolidation, merger, conveyance, transfer or lease and that all conditions precedent to the transactionhave been complied with.

Information Concerning the Subordinated Note Indenture Trustee

The Subordinated Note Indenture Trustee, prior to a Subordinated Note Indenture Event of Default with respect to Junior Subordinated Notes of any series,undertakes to perform, with respect to Junior Subordinated Notes of such series, only such duties as are specifically set forth in the Subordinated Note Indentureand, in case a Subordinated Note Indenture Event of Default with respect to Junior Subordinated Notes of any series has occurred and is continuing, shall exercise,with respect to Junior Subordinated Notes of such series, the same degree of care as a prudent individual would exercise in the conduct of his or her own affairs.Subject to such provision, the Subordinated Note Indenture Trustee is under no obligation to exercise any of the powers vested in it by the Subordinated NoteIndenture at the request of any holder of Junior Subordinated Notes of any series, unless offered reasonable indemnity by such holder against the costs, expensesand liabilities which might be incurred by the Subordinated Note Indenture Trustee. The Subordinated Note Indenture Trustee is not required to expend or risk itsown funds or otherwise incur any financial liability in the performance of its duties if the Subordinated Note Indenture Trustee reasonably believes that repaymentor adequate indemnity is not reasonably assured to it.

Regions Bank, the Subordinated Note Indenture Trustee, also serves as Senior Note Indenture Trustee. The Company and certain of its affiliates maintaindeposit accounts and banking relationships with Regions Bank. Regions Bank also serve as trustee under other indentures pursuant to which securities of certainaffiliates of the Company are outstanding.

Governing Law

The Subordinated Note Indenture and the Junior Subordinated Notes will be governed by, and construed in accordance with, the internal laws of the State ofNew York.

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Miscellaneous

The Company will have the right at all times to assign any of its rights or obligations under the Subordinated Note Indenture to a direct or indirect wholly-owned subsidiary of the Company; provided, that, in the event of any such assignment, the Company will remain primarily liable for all such obligations. Subjectto the foregoing, the Subordinated Note Indenture will be binding upon and inure to the benefit of the parties to the Subordinated Note Indenture and theirrespective successors and assigns.

PLAN OF DISTRIBUTION

The Company may sell the Class A Preferred Stock, the Preference Stock, the Senior Notes and the Junior Subordinated Notes in one or more of thefollowing ways from time to time: (i) to underwriters for resale to the public or to institutional investors; (ii) directly to institutional investors; or (iii) throughagents to the public or to institutional investors. The Prospectus Supplement with respect to each series of Class A Preferred Stock, Preference Stock, Senior Notesor Junior Subordinated Notes will set forth the terms of the offering of such Class A Preferred Stock, Preference Stock, Senior Notes or Junior Subordinated Notes,including the name or names of any underwriters or agents, the purchase price of such Class A Preferred Stock, Preference Stock, Senior Notes or JuniorSubordinated Notes and the proceeds to the Company from such sale, any underwriting discounts or agency fees and other items constituting underwriters’ oragents’ compensation, any initial public offering price, any discounts or concessions allowed or reallowed or paid to dealers and any securities exchange on whichsuch Class A Preferred Stock, Preference Stock, Senior Notes or Junior Subordinated Notes may be listed.

If underwriters participate in the sale, such Class A Preferred Stock, Preference Stock, Senior Notes or Junior Subordinated Notes will be acquired by theunderwriters for their own accounts and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offeringprice or at varying prices determined at the time of sale.

Unless otherwise set forth in the Prospectus Supplement, the obligations of the underwriters to purchase any series of Class A Preferred Stock, PreferenceStock, Senior Notes or Junior Subordinated Notes will be subject to certain conditions precedent and the underwriters will be obligated to purchase all of suchseries of Class A Preferred Stock, Preference Stock, Senior Notes or Junior Subordinated Notes, if any are purchased.

Underwriters and agents may be entitled under agreements entered into with the Company to indemnification against certain civil liabilities, includingliabilities under the 1933 Act. Underwriters and agents and their affiliates may engage in transactions with, or perform services for, the Company in the ordinarycourse of business, for which they may receive customary compensation.

Each series of Class A Preferred Stock, Preference Stock, Senior Notes or Junior Subordinated Notes will be a new issue of securities and will have noestablished trading market. Any underwriters to whom Class A Preferred Stock, Preference Stock, Senior Notes or Junior Subordinated Notes are sold for publicoffering and sale may make a market in such Class A Preferred Stock, Preference Stock, Senior Notes or Junior Subordinated Notes, but such underwriters will notbe obligated to do so and may discontinue any market making at any time without notice. The Class A Preferred Stock, the Preference Stock, the Senior Notes orthe Junior Subordinated Notes may or may not be listed on a national securities exchange.

LEGAL MATTERS

The validity of the Class A Preferred Stock, the Preference Stock, the Senior Notes, the Junior Subordinated Notes and certain matters relating to suchsecurities will be passed upon on behalf of the Company by Balch & Bingham LLP, Birmingham, Alabama, and by Troutman Sanders LLP, Atlanta, Georgia.Certain legal matters will be passed upon for the underwriters by Hunton & Williams LLP, New York, New York. From time to time Hunton & Williams LLP actsas counsel to the Company and its affiliates for some matters.

EXPERTS

The financial statements, and the related financial statement schedule, incorporated in this Prospectus by reference from the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, 2016 have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as statedin their report, which is incorporated herein by reference. Such financial statements and financial statement schedule have been so incorporated in reliance upon thereport of such firm given upon their authority as experts in accounting and auditing.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. OtherExpensesofIssuanceandDistribution.

The estimated expenses of issuance and distribution, other than underwriting discounts and commissions, to be borne by the Company are as follows:

Securities and Exchange Commission registration fee *Fees and expenses of trustees and/or Transfer Agent and Registrar **Listing fees of New York Stock Exchange **Rating Agency fees **Services of Southern Company Services, Inc. **Fees and expenses of counsel **Blue sky fees and expenses **Fees of accountants **Miscellaneous expenses **

Total **_______________________________________

*

Under Rules 456(b) and 457(r) under the 1933 Act, the Commission registration fee will be paid at the time of any particular offering of securitiesunder this registration statement and is therefore not currently determinable.

**

These fees are calculated based on the amount of securities offered and/or the number of offerings and accordingly are not presently known andcannot be estimated at this time.

Item 15. IndemnificationofDirectorsandOfficers.

Code of Alabama, 1975, Sections 10A-2-8.51 and 10A-2-8.56 gives a corporation power to indemnify any person who was or is a party or is threatened to bemade a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal orinformal by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as adirector, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or otherenterprise, against expenses (including attorneys’ fees), judgments, penalties, fines and amounts paid in settlement reasonably incurred by him in connection withsuch action, suit or proceeding if such person acted in good faith and in a manner he reasonably believed to be in the best interests of the corporation, when actingin his or her official capacity with the corporation, or, in all other cases, at least not opposed to the best interests of the corporation, and, with respect to anycriminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The same Sections also give a corporation power to indemnify anyperson who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by or in the right of thecorporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving atthe request of the corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefitplan or other enterprise, against expenses (including attorneys’ fees) reasonably incurred by him in connection with the defense or settlement of such action or suitif such person acted in good faith and in a manner he reasonably believed to be in the best interests of the corporation, when acting in his or her official capacitywith the corporation or, in all other cases, at least not opposed to the best interest of the corporation. No indemnification shall be made, however, in respect of anyclaim, issue or matter as to which such person shall have not met the applicable standard of conduct, shall have been adjudged to be liable to the corporation or, inconnection with any other action, suit or proceeding charging improper personal benefit to such person, whether or not involving action in his or her officialcapacity, if such person was adjudged liable on the basis that personal benefit was improperly received by him, unless and only to the extent that the court in whichsuch action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the relevant circumstances of the case,such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. Also, Section 10A-2-8.52 states that, to the extentthat a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any such action, suit or proceeding, or indefense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) reasonably incurred by him in connectiontherewith, notwithstanding that he has not been successful on any other claim, issue or matter in any such action, suit or proceeding.

II-1

Article XIII of the By-laws of the Company provides in pertinent part as follows:

Each person who is or was a director of the corporation, officer or employee of the corporation holding one or more positions of management and whowas or is a party or was or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal,administrative or investigative, by reason of the fact that he is or was a director of the corporation or officer or employee of the corporation, or is or was serving atthe request of the corporation as a director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan orother enterprise, shall be indemnified by the corporation as a matter of right against any and all expenses (including attorneys’ fees) actually and reasonablyincurred by him and against any and all claims, judgments, fines, penalties, liabilities and amounts paid in settlement actually incurred by him in defense of suchclaim, action, suit or proceeding, including appeals, to the full extent permitted by applicable law. The indemnification provided by this Section shall inure to thebenefit of the heirs, executors and administrators of such person.

Expenses (including attorneys’ fees) incurred by a director or officer of the corporation, or by an employee of the corporation holding one or morepositions of management, with respect to the defense of any such claim, action, suit or proceeding may be advanced by the corporation prior to the final dispositionof such claim, action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of an undertaking by or on behalf of such personentitled to be indemnified by the corporation under this Section or otherwise; provided, however, that the advancement of such expenses shall not be deemed to beindemnification unless and until it shall ultimately be determined that such person is entitled to be indemnified by the corporation.

The corporation may purchase and maintain insurance at the expense of the corporation on behalf of any person who is or was a director, officer,employee or agent of the corporation, or any person who is or was serving at the request of the corporation as a director (or the equivalent), officer, employee,agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability or expense (includingattorneys’ fees) asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have thepower to indemnify him against such liability or expense under this Section or otherwise.

Without limiting the generality of the foregoing provisions of this Section, no present or future director or officer of the corporation, or his heirs,executors, or administrators, shall be liable for any act, omission, step, or conduct taken or had in good faith, which is required, authorized, or approved by anyorder or orders issued pursuant to the Public Utility Holding Company Act of 2005, the Federal Power Act, or any federal or state statute or municipal ordinanceregulating the corporation or its parent by reason of their being holding or investment companies, public utility companies, public utility holding companies, orsubsidiaries of public utility holding companies. In any action, suit, or proceeding based on any act, omission, step, or conduct, as in this paragraph described, theprovisions hereof shall be brought to the attention of the court. In the event that the foregoing provisions of this paragraph are found by the court not to constitute avalid defense on the grounds of not being applicable to the particular class of plaintiff, each such director and officer, and his heirs, executors, and administrators,shall be reimbursed for, or indemnified against, all expenses and liabilities incurred by him or imposed on him, in connection with, or arising out of, any suchaction, suit, or proceeding based on any act, omission, step, or conduct taken or had in good faith as in this paragraph described. Such expenses and liabilities shallinclude, but shall not be limited to, judgments, court costs, and attorneys’ fees.

The foregoing rights shall not be exclusive of any other rights to which any such director or officer may otherwise be entitled and shall be availablewhether or not the director or officer continues to be a director or officer at the time of incurring any such expenses and liabilities.

The Company has an insurance policy covering its liabilities and expenses which might arise in connection with its lawful indemnification of its directorsand officers for certain of their liabilities and expenses and also covering its officers and directors against certain other liabilities and expenses.

Item 16. Exhibits.

ExhibitNumber

1.1 — Form of Underwriting Agreement relating to the Class A Preferred Stock.*1.2 — Form of Underwriting Agreement relating to the Preference Stock.*1.3 — Form of Underwriting Agreement relating to the Senior Notes.*1.4 — Form of Underwriting Agreement relating to the Junior Subordinated Notes.*

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ExhibitNumber

4.1

—

Charter of Alabama Power Company and amendments thereto through April 25, 2008. (Designated in Registration Nos. 2-59634 asExhibit 2(b), 2-60209 as Exhibit 2(c), 2-60484 as Exhibit 2(b), 2-70838 as Exhibit 4(a)-2, 2-85987 as Exhibit 4(a)-2, 33-25539 asExhibit 4(a)-2, 33-43917 as Exhibit 4(a)-2, in Form 8-K dated February 5, 1992, File No. 1-3164, as Exhibit 4(b)-3, in Form 8-K datedJuly 8, 1992, File No. 1-3164, as Exhibit 4(b)-3, in Form 8-K dated October 27, 1993, File No. 1-3164, as Exhibits 4(a) and 4(b), in Form8-K dated November 16, 1993, File No. 1-3164, as Exhibit 4(a), in Certificate of Notification, File No. 70-8191, as Exhibit A, in Form 10-K for the year ended December 31, 1997, File No. 1-3164, as Exhibit 3(b)2, in Form 8-K dated August 10, 1998, File No. 1-3164, asExhibit 4.4, in Form 10-K for the year ended December 31, 2000, File No. 1-3164, as Exhibit 3(b)2, in Form 10-K for the year endedDecember 31, 2001, File No. 1-3164, as Exhibit 3(b)(2) in Form 8-K dated February 5, 2003, File No. 1-3164, as Exhibit 4.4, in Form 10-Q for the quarter ended March 31, 2003, File No. 1-3164, as Exhibit 3(b)1, in Form 8-K dated February 5, 2004, File No. 1-3164 asExhibit 4.4, in Form 10-Q for the quarter ended March 31, 2006, File No. 1-3164 as Exhibit 3(b), in Form 8-K dated December 5, 2006,File No. 1-3164, as Exhibit 4.2, in Form 8-K dated September 12, 2007, File No. 1-3164, as Exhibit 4.5, in Form 8-K dated October 15,2007, File No. 1-3164, as Exhibit 4.5 and in Form 10-Q for the quarter ended March 31, 2008, File No. 1-3164, as Exhibit 3(b)1).

4.2 — Form of Certificate of Resolutions of Board of Directors of Alabama Power Company establishing the Class A Preferred Stock.*4.3 — Form of Certificate of Resolutions of Board of Directors of Alabama Power Company establishing the Preference Stock.*4.4

—

Amended and Restated By-laws of Alabama Power Company effective February 10, 2014, and presently in effect (Designated in Form 8-Kdated February 10, 2014, File No. 1-3164, as Exhibit 3.1).

4.5

—

Senior Note Indenture dated as of December 1, 1997, between Alabama Power Company and Regions Bank (as successor to The Bank ofNew York Mellon (as successor to JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank))), as Trustee, andindentures supplemental thereto through January 13, 2016. (Designated in Form 8-K dated December 4, 1997, File No. 1-3164, as Exhibits4.1 and 4.2, in Form 8-K dated February 20, 1998, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated April 17, 1998, File No. 1-3164, asExhibit 4.2, in Form 8-K dated August 11, 1998, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated September 8, 1998, File No. 1-3164,as Exhibit 4.2, in Form 8-K dated September 16, 1998, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated October 7, 1998, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated October 28, 1998, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated November 12, 1998, FileNo. 1-3164, as Exhibit 4.2, in Form 8-K dated May 19, 1999, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated August 13, 1999, FileNo. 1-3164, as Exhibit 4.2, in Form 8-K dated September 21, 1999, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated May 11, 2000, FileNo. 1-3164, as Exhibit 4.2, in Form 8-K dated August 22, 2001, File No. 1-3164, as Exhibits 4.2(a) and 4.2(b), in Form 8-K dated June 21,2002, File No. 1-3164, as Exhibit 4.2(a), in Form 8-K dated October 16, 2002, File No. 1-3164, as Exhibit 4.2(a), in Form 8-K datedNovember 20, 2002, File No. 1-3164, as Exhibit 4.2(a), in Form 8-K dated December 6, 2002, File No. 1-3164, as Exhibit 4.2, in Form 8-Kdated February 11, 2003, File No. 1-3164, as Exhibits 4.2(a) and 4.2(b), in Form 8-K dated March 12, 2003, File No. 1-3164, as Exhibit4.2, in Form 8-K dated April 15, 2003, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated May 1, 2003, File No. 1-3164, as Exhibit 4.2, inForm 8-K dated November 14, 2003, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated February 10, 2004, File No. 1-3164, as Exhibit4.2 in Form 8-K dated April 7, 2004, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated August 19, 2004, File No. 1-3164, as Exhibit 4.2,in Form 8-K dated November 9, 2004, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated March 8, 2005, File No. 1-3164, as Exhibit 4.2,in Form 8-K dated January 11, 2006, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated January 13, 2006, File No. 1-3164, as Exhibit 4.2,in Form 8-K dated February 1, 2006, File No. 1-3164, as Exhibits 4.2(a) and 4.2(b), in Form 8-K dated March 9, 2006, File No. 1-3164, asExhibit 4.2, in Form 8-K dated June 7, 2006, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated January 30, 2007, File No. 1-3164, asExhibit 4.2, in Form 8-K dated April 4, 2007, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated October 11, 2007, File No. 1-3164, asExhibit 4.2, in Form 8-K dated December 4, 2007, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated May 8, 2008, File No. 1-3164, asExhibit 4.2, in Form 8-K dated November 14, 2008, File No. 1-3164 as Exhibit 4.2, in Form 8-K dated February 26, 2009, File No. 1-3164as Exhibit 4.2, in Form 8-K dated September 27, 2010, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated March 3, 2011, File No. 1-3164,as Exhibit 4.2, in Form 8-K dated May 18, 2011, File No. 1-3164, as Exhibits 4.2(a) and 4.2(b), in Form 8-K dated January 10, 2012, FileNo. 1-3164, as Exhibit 4.2, in Form 8-K dated October 9, 2012, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated November 27, 2012,File No. 1-3164, as Exhibit 4.2, in Form 8-K dated December 3, 2013, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated August 20, 2014,File No. 1-3164, as Exhibit 4.6, in Form 8-K dated March 5, 2015, File No. 1-3164, as Exhibit 4.6, in Form 8-K dated April 9, 2015, FileNo. 1-3164, as Exhibit 4.6(b), and in Form 8-K dated January 8, 2016, File No. 1-3164, as Exhibit 4.6.)

4.6 — Form of Supplemental Indenture to Senior Note Indenture to be used in connection with the issuance of Senior Notes.*

II-3

ExhibitNumber

4.7

—

Subordinated Note Indenture dated as of January 1, 1997 between Alabama Power Company and Regions Bank (as successor to The Bankof New York Mellon (as successor to JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank))), as Trustee, andindentures supplemental thereto through those dated October 2, 2002. (Designated in Form 8-K dated January 9, 1997 as Exhibits 4.1 and4.2, in Form 8-K dated February 18, 1999, File No. 3164, as Exhibit 4.2 and Form 8-K dated September 26, 2002, File No. 1-3164, asExhibits 4.9-A and 4.9-B).

4.8 — Form of Supplemental Indenture to Subordinated Note Indenture to be used in connection with the issuance of Junior Subordinated Notes.*4.9 — Form of Senior Note (included in Exhibit 4.6 above).

4.10 — Form of Junior Subordinated Note (included in Exhibit 4.8 above).5.1 — Opinion of Balch & Bingham LLP.

12.1 — Computation of ratio of earnings to fixed charges.12.2 — Computation of ratio of earnings to fixed charges plus preferred and preference dividend requirements (pre-income tax basis).23.1 — Consent of Balch & Bingham LLP (included in Exhibit 5.1 above).23.2 — Consent of Deloitte & Touche LLP.24.1 — Power of Attorney and Resolution.25.1 — Statement of Eligibility under Trust Indenture Act of 1939, as amended, of Regions Bank, as Senior Note Indenture Trustee.25.2 — Statement of Eligibility under Trust Indenture Act of 1939, as amended, of Regions Bank, as Subordinated Note Indenture Trustee.

Exhibits listed above which have heretofore been filed with the Commission and which were designated as noted above are hereby incorporated herein byreference and made a part hereof with the same effect as if filed herewith._______________________________________

* To be subsequently filed or incorporated by reference.

Item 17. Undertakings.

(a) Undertaking related to Rule 415 offering:

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that whichwas registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with theCommission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregateoffering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement orany material change to such information in the registration statement;

Provided,however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the registration statement is on Form S-1, Form S-3, Form SF-3or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to theCommission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registrationstatement, or, as to a registration statement on Form S-3, Form SF-3 or Form F-3, is contained in a form of prospectus filed pursuant to Rule 424(b) that is part ofthe registration statement.

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(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed tobe a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bonafideoffering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at thetermination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the

date the filed prospectus was deemed part of and included in the registration statement; and(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on

Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of theSecurities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used aftereffectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of theissuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securitiesin the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bonafideofferingthereof.

Provided,however,that no statement made in a registration statement or prospectus that is part of the registration statement or made in a documentincorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with atime of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of theregistration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution ofthe securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement,regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of thefollowing communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the

undersigned registrant;(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or

its securities provided by or on behalf of the undersigned registrant; and(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) Undertaking related to filings incorporating subsequent Securities Exchange Act of 1934 documents by reference:

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of theregistrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registrationstatement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall bedeemed to be the initial bonafideoffering thereof.

(c) Undertaking related to the registration statement becoming effective upon filing:

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of theregistrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission suchindemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities(other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of anyaction, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless inthe opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether suchindemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Alabama Power Company certifies that it has reasonable grounds to believe that it meetsall of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereuntoduly authorized, in the City of Birmingham, State of Alabama, on the 24th day of February, 2017.

ALABAMA POWER COMPANY

By: Mark A. Crosswhite Chairman, President and Chief Executive Officer

By: /s/Melissa K. Caen

Melissa K. CaenAttorney-in-fact

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following directors and officers ofAlabama Power Company in the capacities and on the date indicated.

Signature Title Date

Mark A. Crosswhite

Chairman, President, Chief ExecutiveOfficer and Director(Principal Executive Officer)

Philip C. Raymond

Executive Vice President,Chief Financial Officer andTreasurer (PrincipalFinancial Officer)

Anita Allcorn-Walker

Vice President andComptroller (PrincipalAccounting Officer)

Whit ArmstrongDavid J. Cooper, Sr.

O. B. Grayson Hall, Jr.Anthony A. JosephPatricia M. KingJames K. LowderRobert D. Powers

Catherine J. RandallC. Dowd Ritter

R. Mitchell Shackleford, III

Directors

By: /s/Melissa K. Caen

Melissa K. CaenAttorney-in-fact February 24, 2017

II-6

Exhibit 5.11710 Sixth Avenue North . P.O. Box 306 (35201). Birmingham, AL 35203-2015 www.balch.com

February 24, 2017

Alabama Power Company600 North 18 th StreetBirmingham, AL 35291

RE: Registration Statement on Form S-3

Ladies and Gentlemen:

We are acting as counsel to Alabama Power Company (the “Company”) in connection with the preparation of a RegistrationStatement on Form S-3, including a prospectus, filed with the Securities and Exchange Commission (the “Commission”) onFebruary 24, 2017 (the “Registration Statement”) for the registration under the Securities Act of 1933, as amended (the “Act”), of(1) Class A Preferred Stock (the “Class A Preferred Stock”) to be issued by the Company, (2) Preference Stock (the “PreferenceStock”) to be issued by the Company, (3) Senior Notes (the “Senior Notes”) to be issued by the Company, and (4) JuniorSubordinated Notes (the “Junior Subordinated Notes”) to be issued by the Company. The Senior Notes will be issued pursuant to theSenior Note Indenture dated as of December 1, 1997, as supplemented, between the Company and Regions Bank, as successortrustee (the “Senior Note Indenture”), and the Junior Subordinated Notes will be issued pursuant to the Subordinated Note Indenture,dated as of January 1, 1997, as supplemented, between the Company and Regions Bank, as successor trustee (the “SubordinatedNote Indenture”), in each case in the respective forms filed as exhibits to the Registration Statement. Capitalized terms used hereinand not defined herein shall have the meanings ascribed in the Registration Statement.

In rendering this opinion, we have examined the Registration Statement and copies of the Company’s Charter, as heretoforeamended (the “Charter”) and By-Laws. We have also reviewed minutes of proceedings of the Board of Directors of the Company,the Senior Note Indenture, the Subordinated Note Indenture and such other documents as we have deemed necessary for purposes ofthis opinion. In such examination, we have assumed the genuineness of all signatures on all original documents, the legal capacity ofnatural persons, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all copiessubmitted to us, the authenticity of the originals of documents submitted to us as copies and the due execution and delivery of alldocuments where due execution and delivery are prerequisite to the effectiveness thereof.

We are of the opinion that:

Alabama Power CompanyFebruary 24, 2017Page 2

1. The Company is validly existing as a corporation under the laws of the State of Alabama and has due corporatepower and authority to create the obligations arising under the Class A Preferred Stock, the Preference Stock, the Senior Notes andthe Junior Subordinated Notes (collectively, the “Securities”).

2. Upon compliance with the pertinent provisions of the Act and the Trust Indenture Act of 1939, as amended, uponcompliance with applicable securities or blue sky laws of various jurisdictions and upon the adoption of appropriate resolutions bythe Board of Directors of the Company or a duly authorized committee thereof, when the Class A Preferred Stock, Preference Stock,Senior Notes and Junior Subordinated Notes each have been issued and sold upon the terms specified in the appropriate order of theAlabama Public Service Commission:

(a) Upon the filing in the Office of the Secretary of State of Alabama of an appropriate certificate of the resolutions ofthe Board of Directors authorizing the issuance of shares of a series of Class A Preferred Stock and establishing the rights andpreferences of such series of Class A Preferred Stock, and when certificates for such Class A Preferred Stock have been executed,countersigned and registered in accordance with such resolutions of the Board of Directors and the By-Laws of the Company, suchshares of Class A Preferred Stock will be legally issued, fully paid and non-assessable shares of the Company and the holders thereofwill be entitled to all the rights and preferences to be set forth in the Charter, as amended.

(b) Upon the filing in the Office of the Secretary of State of Alabama of an appropriate certificate of the resolutions ofthe Board of Directors authorizing the issuance of shares of a series of Preference Stock and establishing the rights and preferencesof such series of Preference Stock, and when certificates for such Preference Stock have been executed, countersigned and registeredin accordance with such resolutions of the Board of Directors and the By-Laws of the Company, such shares of Preference Stockwill be legally issued, fully paid and non-assessable shares of the Company and the holders thereof will be entitled to all the rightsand preferences to be set forth in the Charter, as amended.

(c) When any supplemental indenture to the Senior Note Indenture to be entered into in connection with the issuanceof the Senior Notes and any supplemental indenture to the Subordinated Note Indenture to be entered into in connection with theissuance of the Junior Subordinated Notes, as the case may be, have been duly executed and delivered by the proper officers of theCompany and the trustees named therein, and when the Senior Notes and the Junior Subordinated Notes have been executed,authenticated and delivered against payment therefor in accordance with the terms of the Senior Note Indenture and theSubordinated Note Indenture, as the case may be, the Senior Notes and the Junior Subordinated Notes will be valid, binding andlegal obligations of the Company, except as may be limited or otherwise affected by bankruptcy, insolvency, reorganization,moratorium and other similar laws relating to or affecting creditors' rights generally and by general principles of equity, whetherconsidered in a proceeding at law or in equity.

Alabama Power CompanyFebruary 24, 2017Page 3

In rendering the foregoing opinions, with respect to matters of New York law, we have relied on the opinion of Hunton &Williams LLP attached hereto as Annex I.

In connection with the opinions expressed above, we have assumed that, at or prior to the time of the delivery of any suchSecurity, (i) the Registration Statement shall have become effective and such effectiveness shall not have been terminated orrescinded, (ii) there shall not have occurred any change in law affecting the validity or enforceability of such Security and (iii) eachof the Senior Note Indenture and Subordinated Note Indenture will be the valid, binding and legal obligation of the trustee namedtherein. We have also assumed that none of the terms of any Security to be established subsequent to the date hereof, nor theissuance and delivery of such Security, nor the compliance by the Company with the terms of such Security will violate anyapplicable law or will result in a violation of any provision of any instrument or agreement then binding upon the Company, or anyrestriction imposed by any court or governmental body having jurisdiction over the Company.

We are members of the State Bar of Alabama and we do not express any opinion herein concerning any law other than thelaw of the State of Alabama and the federal law of the United States and, to the extent set forth herein, the law of the State of NewYork.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the statements with respectto our firm under the heading “Legal Matters” in the prospectus forming part of the Registration Statement. In giving the foregoingconsent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Actor the rules and regulations of the Commission thereunder.

Without our prior written consent, this opinion may not be relied upon, furnished or quoted by you for any other purpose.

Very truly yours,

/s/Balch & Bingham LLP

Annex I

Hunton & Williams LLP200 Park AvenueNew York, NY 10166-0005

Tel 212 309 1000Fax 212 309 1100

File No: 79443.000002

February 24, 2017

Balch & Bingham LLP1901 Sixth Avenue NorthBirmingham, Alabama 35203

Re: Registration Statement on Form S-3

Ladies and Gentlemen:

We are acting as counsel to the prospective underwriters in connection with the preparation of a Registration Statement on Form S-3,including a prospectus, filed with the Securities and Exchange Commission (the “Commission”) on February 24, 2017 (the“Registration Statement”), for the registration under the Securities Act of 1933, as amended (the “Act”), of certain securities,including (1) Senior Notes (the “Senior Notes”) to be issued by Alabama Power Company (the “Company”) and (2) JuniorSubordinated Notes (the “Junior Subordinated Notes”) to be issued by the Company. The Senior Notes will be issued pursuant to aSenior Note Indenture, dated as of December 1, 1997, as supplemented, between the Company and Regions Bank, as successortrustee (the “Senior Note Indenture”), and the Junior Subordinated Notes will be issued pursuant to a Subordinated Note Indenture,dated as of January 1, 1997, as supplemented, between the Company and Regions Bank, as successor trustee (the “SubordinatedNote Indenture”), in each case in the respective forms filed as exhibits to the Registration Statement.

In rendering this opinion, we have examined the Registration Statement and such other documents as we have deemed necessary forpurposes of this opinion. In such examinations, we have assumed the genuineness of all signatures on all original documents, thelegal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to the originaldocuments of all copies submitted to us and the authenticity of the originals of documents submitted to us as copies.

We are of the opinion that, upon compliance with the pertinent provisions of the Act and the Trust Indenture Act of 1939, asamended, upon compliance with applicable securities or “blue sky” laws of various jurisdictions, and upon the adoption ofappropriate resolutions by the Board of Directors of the Company or a duly authorized committee thereof, when the Senior Notesand the Junior Subordinated Notes have been issued and sold upon the terms specified in an

ATLANTA AUSTIN BANGKOK BEIJING BRUSSELS CHARLOTTE DALLAS HOUSTON LONDON LOS ANGELESMcLEAN MIAMI NEW YORK NORFOLK RALEIGH RICHMOND SAN FRANCISCO TOKYO WASHINGTON

www.hunton.com

Balch & Bingham LLPFebruary 24, 2017Page 2

appropriate order of the Alabama Public Service Commission, when any supplemental indenture to the Senior Note Indenture to beentered into in connection with the issuance of the Senior Notes and any supplemental indenture to the Subordinated Note Indentureto be entered into in connection with the issuance of the Junior Subordinated Notes, as applicable, have been duly executed anddelivered by the proper officers of the Company and the trustees named therein, and when the Senior Notes and the JuniorSubordinated Notes have been executed, authenticated and delivered against payment therefor in accordance with the terms of theSenior Note Indenture and the Subordinated Note Indenture, as applicable, the Senior Notes and the Junior Subordinated Notes willbe valid, binding and legal obligations of the Company, except as may be limited or otherwise affected by bankruptcy, insolvency,reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and by general principles ofequity, whether considered in a proceeding at law or in equity.

In connection with the opinions expressed above, we have assumed that, at or prior to the time of the delivery of any such security (i)the Registration Statement shall have become effective and such effectiveness shall not have been terminated or rescinded, (ii) thereshall not have occurred any change in law affecting the validity or enforceability of such security and (iii) each of the Senior NoteIndenture and the Subordinated Note Indenture will be the valid and legally binding obligation of the trustees named therein. Wehave also assumed that none of the terms of any security to be established subsequent to the date hereof, nor the issuance anddelivery of such security, nor the compliance by the Company with the terms of such security will violate any applicable law or willresult in a violation of any provision of any instrument or agreement then binding upon the Company, or any restriction imposed byany court or governmental body having jurisdiction over the Company.

We are members of the State Bar of New York and we do not express any opinion concerning any law other than the law of the Stateof New York.

Balch & Bingham LLPFebruary 24, 2017Page 3

This opinion is furnished for your benefit in connection with your rendering an opinion to the Company to be filed as Exhibit 5.1 tothe Registration Statement and we hereby consent to your attaching this opinion as an annex to such opinion. In giving the foregoingconsent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Actor the rules and regulations of the Commission thereunder. This opinion may not be relied upon, furnished or quoted by you for anyother purpose, without our prior written consent.

Very truly yours,

/s/ Hunton & Williams LLP

Exhibit 12.1ALABAMA POWER COMPANY

Computation of ratio of earnings to fixed charges forthe five years ended December 31, 2016

Year ended December 31,

2012 2013 2014 2015 2016 --------------------Millions of Dollars--------------------EARNINGS AS DEFINED IN ITEM 503 OF REGULATION S-K:

Earnings Before Income Taxes $ 1,214 $ 1,224 $ 1,305 $ 1,311 $ 1,363Distributed income of equity investees 7 4 2 — 12Interest expense, net of amounts capitalized 287 259 255 274 302Interest component of rental expense 19 17 18 19 20AFUDC - Debt funds 7 11 18 22 11

Earnings as defined $ 1,534 $ 1,515 $ 1,598 $ 1,626 $ 1,708FIXED CHARGES AS DEFINED IN ITEM 503 OF REGULATION S-K:

Interest on long-term debt $ 267 $ 240 $ 241 $ 264 $ 278Interest on affiliated loans 7 7 7 7 8Interest on interim obligations — — — — —Amortization of debt discount, premium andexpense, net 10 13 14 14 16Other interest charges 9 10 11 11 10Interest component of rental expense 19 17 18 19 20

Fixed charges as defined $ 312 $ 287 $ 291 $ 315 $ 332

RATIO OF EARNINGS TO FIXED CHARGES 4.91 5.27 5.49 5.16 5.14

Exhibit 12.2ALABAMA POWER COMPANY

Computation of ratio of earnings to fixed charges plus preferred and preferencedividend requirements for the five years ended December 31, 2016

Year ended December 31,

2012 2013 2014 2015 2016 -------------------Millions of Dollars-------------------EARNINGS AS DEFINED IN ITEM 503 OFREGULATION S-K: Earnings Before Income Taxes $ 1,214 $ 1,224 $ 1,305 $ 1,311 $ 1,363Distributed income of equity investees 7 4 2 — 12

Interest expense, net of amounts capitalized 287 259 255 274 302 Interest component of rental expense 19 17 18 19 20 AFUDC - Debt funds 7 11 18 22 11

Earnings as defined $ 1,534 $ 1,515 $ 1,598 $ 1,626 $ 1,708

FIXED CHARGES AS DEFINED IN ITEM 503 OF REGULATION S-K: Interest on long-term debt $ 267 $ 240 $ 241 $ 264 $ 278 Interest on affiliated loans 7 7 7 7 8 Interest on interim obligations — — — — — Amortization of debt discount, premium and expense, net 10 13 14 14 16 Other interest charges 9 10 11 11 10 Interest component of rental expense 19 17 18 19 20 Fixed charges as defined 312 287 291 315 332Tax deductible preferred dividends 1 1 1 1 1 313 288 292 316 333Non-tax deductible preferred and preference dividends 38 38 38 24 16Ratio of net income before taxes to net income x 1.642 x 1.635 x 1.639 x 1.625 x 1.633Preferred and preference dividend requirements before

income taxes 62 62 62 39 26Fixed charges plus preferred and preference dividendrequirements $ 375 $ 350 $ 354 $ 355 $ 359RATIO OF EARNINGS TO FIXED CHARGES PLUSPREFERRED AND PREFERENCE DIVIDENDREQUIREMENTS 4.07 4.31 4.50 4.57 4.74

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-3 of our reports dated February 21, 2017,relating to the financial statements and financial statement schedule of Alabama Power Company, appearing in the Annual Report onForm 10-K of Alabama Power Company for the year ended December 31, 2016, and to the reference to us under the heading"Experts" in the Prospectus, which is part of this Registration Statement.

/s/Deloitte & Touche LLP

Birmingham, AlabamaFebruary 24, 2017

Mark A. CrosswhiteChairman, President andChief Executive Officer

600 North 18th StreetPost Office Box 2641Birmingham, Alabama 35291-0001

Exhibit 24.1

January 27, 2017

Art P. Beattie30 Ivan Allen Jr. Blvd., N.W.Atlanta, Georgia 30308

Melissa K. Caen30 Ivan Allen Jr. Blvd., N.W.Atlanta, Georgia 30308

Dear Mr. Beattie and Ms. Caen:

Alabama Power Company (the “Company”) proposes to file with the Securities and Exchange Commission aregistration statement or statements under the Securities Act of 1933, as amended, with respect to the issuance andsale of an indeterminate amount or number of any of the following securities: preference stock, preferred stock, and/ordebt instruments or any combination of such securities, and any necessary or appropriate amendments (including post-effective amendments) to such registration statement or statements.

The Company and the undersigned directors and officers of the Company, individually as a director and/or as anofficer of the Company, hereby make, constitute and appoint each of you our true and lawful Attorney (with full power ofsubstitution) for each of us and in each of our names, places and steads to sign and cause to be filed with the Securitiesand Exchange Commission the aforementioned registration statement or statements and any appropriate amendment oramendments thereto (including post-effective amendments), to be accompanied in each case by a prospectus and anyappropriately amended prospectus or supplement thereto and any necessary exhibits.

The Company hereby authorizes you or any one of you to execute said registration statement or statements andany amendments thereto (including post-effective amendments) on its behalf as attorney-in-fact for it and its authorizedofficers, and to file the same as aforesaid.

The undersigned directors and officers of the Company hereby authorize you or any one of you to sign saidregistration statement or statements on their behalf as attorney-in-fact and to amend, or remedy any deficiencies withrespect to, said registration statement or statements by appropriate amendment or amendments (including post-effectiveamendments) and to file the same as aforesaid.

Yours very truly,

ALABAMA POWER COMPANY

By /s/Mark A. Crosswhite

Mark A. CrosswhiteChairman, President and Chief Executive

Officer

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/s/Whit ArmstrongWhit Armstrong

/s/Robert D. PowersRobert D. Powers

/s/David J. Cooper, Sr.David J. Cooper, Sr.

/s/Catherine J. RandallCatherine J. Randall

/s/Mark A. CrosswhiteMark A. Crosswhite

/s/C. Dowd RitterC. Dowd Ritter

/s/O. B. Grayson Hall, Jr.O. B. Grayson Hall, Jr.

/s/R.Mitchell Shackleford IIIR. Mitchell Shackleford

/s/Anthony A. JosephAnthony A. Joseph

/s/Philip C. RaymondPhilip C. Raymond

/s/Patricia M. KingPatricia M. King

/s/Anita Allcorn-WalkerAnita Allcorn-Walker

/s/James K. LowderJames K. Lowder

- 3 -

Extract from minutes of meeting of the board of directors of Alabama Power Company.

- - - - - - - - - -

RESOLVED: That for the purpose of signing and filing with the Securities and Exchange Commission aRegistration Statement or Statements under the Securities Act of 1933 with respect to the issue and sale ofpreference stock, preferred stock, and/or debt instruments and of amending such Registration Statement orStatements or remedying any deficiencies with respect thereto by appropriate amendment or amendments (bothbefore and after such Statement or Statements become effective), Alabama Power Company, the members of itsBoard of Directors and its officers are authorized to give their several powers of attorney to Art P. Beattie andMelissa K. Caen in substantially the form of power of attorney presented to this meeting.

- - - - - - - - - -

The undersigned officer of Alabama Power Company does hereby certify that the foregoing is a true and correctcopy of a resolution duly and regularly adopted at a meeting of the board of directors of Alabama Power Company, dulyheld on January 27, 2017, at which a quorum was in attendance and voting throughout, and that said resolution has notsince been rescinded but is still in full force and effect.

Dated: February 24, 2017 ALABAMA POWER COMPANY

By /s/Melissa K. Caen

Melissa K. Caen

Assistant Secretary

Exhibit 25.1

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________

FORM T-1STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF ACORPORATION DESIGNATED TO ACT AS TRUSTEE

____________________________________

| | CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(B)(2)

REGIONS BANK(Exact name of trustee as specified in its charter)

Alabama 63-0371391(Jurisdiction of incorporation of organization

if not a U.S. national bank) (I.R.S. Employer Identification No.)

Regions BankCorporate Trust Department

1900 Fifth Avenue North, 25 th FloorBirmingham, Alabama 35203(Address of principal executive offices)

_______________

Patti ManerRegions Bank, Corporate Trust Services

1900 Fifth Avenue North, 25 th FloorBirmingham, Alabama 35203

(205) 264-5399(Name, address and telephone number of agent for service)

____________________________

Alabama Power Company(Exact name of obligor as specified in its charter)

Alabama 63-0004250(State or other jurisdiction of incorporation or

organization) (I.R.S. Employer Identification No.)

600 North 18 th StreetBirmingham, Alabama 35291

(Address of principal executive offices) (Zip code)

____________________________

Senior Notes(Title of the indenture securities)

Item 1. Generalinformation.

Furnish the following information as to the trustee -

(a) Name and address of each examining or supervising authority to which it is subject.

Federal Reserve Bank of Atlanta, 1000 Peachtree Street NE, Atlanta, Georgia 30309Alabama State Banking Department, 401 Adams Ave., Montgomery, Alabama 36104

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliationswiththeobligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

Item 16. ListofExhibits.

1. Articles of Amendment to Articles of Incorporation, including Restated Articles of Incorporation of the Trustee.

2. Not applicable.

3. Authorization of the Trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-202769).

4. By-laws of the Trustee.

5. Not applicable.

6. Consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, as amended.

7. Latest report of condition of the Trustee published pursuant to law or the requirements of its supervising or examining authority.

8. Not applicable.

9. Not applicable.

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SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Regions Bank, an Alabama bankingcorporation, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in theCity of Birmingham, State of Alabama on the 16th day of February, 2017.

REGIONS BANK

By /s/Patti Maner Name: Patti ManerTitle: Vice President

- 3 -

EXHIBIT 1

EXHIBIT 4

EXHIBIT 4

BY-LAWS OF REGIONS BANK

(As amended July 16, 2015)

ARTICLE I. OFFICES

Section 1. Registered Office.

The registered office of Regions Bank (the “Bank”) shall be maintained at the office of the CSC Lawyers Incorporating Service,Inc., in the City of Montgomery, in the County of Montgomery, in the State of Alabama, or such other location as may be designated by theBoard of Directors. CSC Lawyers Incorporating Service, Inc. shall be the registered agent of the Bank unless and until a successor registeredagent is appointed by the Board of Directors.

Section 2. Other Offices .

The Bank may have other offices at such places as the Board of Directors may from time to time appoint or the business of the Bankmay require.

Section 3. Principal Place of Business .

The principal place of business of the Bank shall be in Birmingham, Alabama.

ARTICLE II. MEETINGS OF STOCKHOLDERS

Section 1. Annual Meeting.

Annual meetings of stockholders for the election of members of the Board of Directors (“Directors”) and for such other business asmay be stated in the notice of the meeting, shall be held at such place, time and date as the Board of Directors, by resolution, shalldetermine.

Section 2. Special Meetings .

Special meetings of the stockholders for any purpose, other than the election of Directors, may be called at any time by theChairman of the Board of Directors, the Chief Executive Officer, the President, the Secretary or by resolution of the Directors. Specialmeetings of stockholders may be held at such time and place as shall be stated in the notice of the meeting.

Section 3. Voting .

The vote of a majority of the votes cast by the shares entitled to vote on any matter at a meeting of stockholders at which a quorumis present shall be the act of the stockholders on that matter, except as otherwise required by law or by the Articles of Incorporation of theBank.

Section 4. Quorum.

At each meeting of stockholders, except where otherwise provided by applicable law, the Articles of Incorporation or these By-Laws, the holders of a majority of the outstanding shares of the Bank entitled to vote on a matter at the meeting, represented in person or byproxy, shall constitute a quorum. If less than

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a majority of the outstanding shares are represented, a majority of the shares so represented may adjourn the meeting from time to timewithout further notice, but until a quorum is secured no other business may be transacted. The stockholders present at a duly organizedmeeting may continue to transact business until an adjournment notwithstanding the withdrawal of enough stockholders to leave less than aquorum.

ARTICLE III. DIRECTORS

Section 1. Number and Term.

The number of Directors which shall constitute the whole Board of Directors shall be fixed, from time to time, by resolutionsadopted by the Board of Directors, but shall not be less than three persons. The number of Directors shall not be reduced so as to shorten theterm of any Director in office at the time.

Directors elected at each annual or special meeting shall hold office until the next annual meeting and until his or her successor shallhave been elected and qualified, or until his or her earlier retirement, death, resignation or removal. Directors need not be residents ofAlabama.

Section 2. Chairman of the Board and Lead Independent Director .

The Board of Directors shall by majority vote designate from time to time from among its members a Chairman of the Board ofDirectors. The Chairman of the Board of Directors shall preside at all meetings of the stockholders and of the Board of Directors. He or sheshall have and perform such duties as prescribed by the By-Laws and by the Board of Directors. The position of Chairman of the Board ofDirectors is a Board position, provided however, the position of Chairman of the Board of Directors may be held by a person who is also anofficer of the Bank.

In the absence of the Chairman of the Board of Directors or in the case he or she is unable to preside, the Lead Independent Director,if at the time a Director of the Bank has been designated by the Board of Directors as such, shall have and exercise all powers and duties ofthe Chairman of the Board of Directors and shall preside at all meetings of the Board of Directors. If at any Board of Directors meeting noneof such persons is present or able to act, the Board of Directors shall select one of its members as acting chair of the meeting or any portionthereof.

Section 3. Resignations .

Any Director may resign at any time. All resignations shall be made in writing, and shall take effect at the time of receipt by theChairman of the Board of Directors, Chief Executive Officer, the President or the Secretary or at such other time as may be specified therein.The acceptance of a resignation shall not be necessary to make it effective.

Section 4. Vacancies .

If the office of any Director becomes vacant, including by reason of resignation or removal, or the size of the Board of Directors isincreased, the remaining Directors in office, even if less than a quorum, by a majority vote, may appoint any qualified person to fill suchvacancy or new position, and such person shall hold office for the unexpired term and until his successor shall be duly chosen.

Section 5. Removal .

Any Director may be removed at any time, with or without cause, by the affirmative vote of the holders of a majority of theoutstanding shares of capital stock of the Bank entitled to vote generally in the

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election of Directors considered as one class for this purpose, at any meeting of the stockholders called for that purpose.

Section 6. Powers .

The business and affairs of the Bank shall be managed by or under the direction of the Board of Directors, except as may beotherwise provided by applicable law, the Articles of Incorporation of the Bank or pursuant to these By-Laws.

Section 7. Meetings .

Regular meetings of the Board of Directors may be held without notice at such places and times as shall be determined from time totime by the Board of Directors.

Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors, the Lead Independent Director,the Chief Executive Officer, the President or the Secretary on the written request of a majority of the Board of Directors on at least twodays’ notice to each Director and shall be held at such place or places as may be determined by the Board of Directors, or as shall be statedin the notice of such meeting.

Unless otherwise restricted by the Articles of Incorporation or these By-Laws, members of the Board of Directors, or any committeedesignated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conferencetelephone, video, or similar communications equipment by means of which all persons participating in the meeting can hear each other, andsuch participation in a meeting shall constitute presence in person at the meeting. Notice of any special meeting of the Board of Directorsneed not be given personally, and may be given by United States mail, postage prepaid or by any form of electronic communication, andshall be deemed to have been given on the date such notice is transmitted by the Bank (which, if notice is mailed, shall be the date whensuch notice is deposited in the United States mail, postage prepaid, directed to the applicable Director at such Director’s address as it appearson the records of the Bank).

Section 8. Quorum; Vote Required for Action.

A majority of the Directors shall constitute a quorum for the transaction of business. If at any meeting of the Board of Directorsthere shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained,and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned. The vote of a majorityof the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the Articles ofIncorporation or these By-Laws shall require a vote of a greater number.

Section 9. Compensation .

Unless otherwise restricted by the Articles of Incorporation or these By-Laws, the Board of Directors shall have the authority to fixthe compensation of Directors. Nothing herein contained shall be construed to preclude any Director from serving the Bank in any othercapacity as an officer, agent or otherwise, and receiving compensation therefore.

Section 10. Action Without Meeting .

Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof, may be takenwithout a meeting, if prior to such action a written consent thereto is

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signed by all members of the Board of Directors, or of such committee as the case may be, and such written consent is filed with the minutesof proceedings of the Board of Directors or committee.

Section 11. Committees .

A majority of the Board of Directors shall have the authority to designate one or more committees, each committee to consist of oneor more of the Directors of the Bank. The Board of Directors may designate one or more Directors as alternate members of any committee,who may replace any absent or disqualified member at any meeting of the committee. Any committee of the Board of Directors, to theextent provided in the resolutions of the Board of Directors or in these By-Laws, shall have and may exercise the powers of the Board ofDirectors in the management of the business and affairs of the Bank and may authorize the seal of the Bank to be affixed to all papers whichmay require it, in each case to the fullest extent permitted by applicable law. In the absence or disqualification of any member of acommittee from voting at any meeting of such committee, the remaining member or members thereof present at such meeting and notdisqualified from voting, whether or not the remaining member or members constitute a quorum, may unanimously appoint another memberof the Board of Directors to act at such meeting in the place of any such absent or disqualified member.

Section 12. Eligibility .

No person shall be eligible to serve as Director of the Bank unless such person shall be the owner of shares of stock of the parentholding company of the number and held in the manner sufficient to meet the requirements of any applicable law or regulation in effectrequiring the ownership of Directors’ qualifying shares.

Section 13. Directors Protected .

Each Director shall in the performance of his or her duties be fully protected in relying in good faith upon reports made to theDirectors by the officers of the Bank or by state or federal bank examiners or by any independent accountant or by any appraiser selectedwith reasonable care, or by counsel, or by a committee of the Board of Directors, or in relying in good faith upon other records or books ofaccount of the Bank.

ARTICLE IV. OFFICERS

Section 1. Officers, Elections, Terms.

The officers of the Bank shall be a Chief Executive Officer; a President; one or more Regional or Local Presidents if the Board sodetermines; one or more vice presidents or directors, who may be designated Senior Executive Vice Presidents, Executive Vice Presidents,Executive Managing Directors, Senior Vice Presidents, Managing Directors, Vice Presidents, Directors, and Assistant Vice Presidents; aSecretary; one or more Assistant Secretaries; a Chief Financial Officer; a Controller; an Auditor; and such other officers as may be deemedappropriate. All of such officers shall be appointed annually by the Board of Directors to serve for a term of one year and until theirrespective successors are appointed and qualified or until such officer’s earlier death, resignation, retirement, or removal, except that theBoard of Directors may delegate the authority to appoint officers holding the position of Senior Executive Vice President and below inaccordance with procedures established or modified by the Board from time to time. Those Officers who serve in the Trust Department shallbe so designated by the word “Trust” in their title. None of the officers of the Bank need be Directors. More than one office may be held bythe same person.

Page 4 of 11

Section 2. Chief Executive Officer .

The Board of Directors shall appoint a Chief Executive Officer of the Bank. The Chief Executive Officer is the most seniorexecutive officer of the Bank, and shall be vested with authority to act for the Bank in all matters and shall have general supervision of theBank and of its business affairs, including authority over the detailed operations of the Bank and over its personnel, with full power andauthority during intervals between sessions of the Board of Directors to do and perform in the name of the Bank all acts and deeds necessaryor proper, in his or her opinion, to be done and performed and to execute for and in the name of the Bank all instruments, agreements, anddeeds which may be authorized to be executed in behalf of the Bank or which may be required by law. The Chief Executive Officer may, butneed not, also hold the office of President.

Section 3. President .

The President shall, subject to the control of the Board of Directors and of any committee of the Board of Directors having authorityin the premises, have, and may exercise the authority to act for the Bank in all ordinary matters and perform other such duties as directed bythe By-Laws, the Board of Directors, or the Chief Executive Officer. Among the officers of the Bank, the President is subordinate to onlythe Chief Executive Officer and is senior to the other officers of the Bank. The authority of the President shall include authority over thedetailed operations of the Bank and over its personnel with full power and authority during intervals between sessions of the Board ofDirectors to do and perform in the name of the Bank all acts and deeds necessary or proper, in his or her opinion, to be done and performedand to execute for and in the name of the Bank all instruments, agreements, and deeds which may be authorized to be executed in behalf ofthe Bank or which may be required by law.

Section 4. Vice Presidents .

The vice presidents or directors, who may be designated as Senior Executive Vice Presidents, Executive Vice Presidents, ExecutiveManaging Directors, Senior Vice Presidents, Managing Directors, Vice Presidents, Directors, and Assistant Vice Presidents, shall, subject tothe control of the Board of Directors, the Chief Executive Officer or the President, have and may exercise the authority vested in them in allproper matters, including authority over the detailed operations of the Bank and over its personnel.

Section 5. Chief Financial Officer .

The Chief Financial Officer or his or her designee shall have and perform such duties as are incident to the office of Chief FinancialOfficer and such other duties as may from time to time be assigned to him by the Board of Directors, the Chief Executive Officer, or thePresident.

Section 6. Secretary and Assistant Secretary .

The Secretary shall keep minutes of all meetings of the stockholders and the Board of Directors unless otherwise directed by eitherof those bodies. The Secretary, or in his absence, any Assistant Secretary, shall attend to the giving and serving of all notices of the Bank.The Secretary shall perform all the duties incident to the office of Secretary, subject to the control of the Board of Directors, and shall do andperform such other duties as may from time to time be assigned by the Board of Directors, the Chairman of the Board of Directors, the ChiefExecutive Officer, or the President.

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Section 7. Controller .

The Controller shall, under the direction of the Chief Executive Officer, the President, the Chief Financial Officer, or a more seniorofficer, have general supervision and authority over all reports required of the Bank by law or by any public body or officer or regulatoryauthority pertaining to the condition of the Bank and its assets and liabilities. The Controller shall have general supervision of the books andaccounts of the Bank and its methods and systems of recording and keeping accounts of its business transactions and of its assets andliabilities. The Controller shall be responsible for preparing statements showing the financial condition of the Bank and shall furnish suchreports and financial records as may be required of him or her by the Board of Directors or by the Chief Executive Officer, the President, theChief Financial Officer, or other more senior officer.

Section 8. Auditor .

The Auditor's office may be filled by an employee of the Bank or his or her duties may be performed by an employee or committeeof the parent company of the Bank. The Auditor shall have general supervision of the auditing of the books and accounts of the Bank, andshall continuously and from time to time check and verify the Bank's transactions, its assets and liabilities, and the accounts and doings ofthe officers, agents and employees of the Bank with respect thereto. The Auditor whether an employee of the Bank or of its parent shall bedirectly accountable to and under the jurisdiction of the Board of Directors and, if applicable, its designated committee, acting independentlyof all officers, agents and employees of the bank. The Auditor shall render reports covering matters in his or her charge regularly and uponrequest to the Board and, if applicable, its designated committee.

Section 9. Other Officers and Agents .

The Board of Directors may appoint such other officers and agents as it may deem advisable, such as General Counsel, who shallexercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. The functions of a cashierof the Bank may be performed by the Controller or any other officer of the Bank whose area of responsibility includes the function to beperformed.

Section 10. Officer in Charge of Wealth Management .

The officer in charge of Wealth Management shall be designated as such by the Board of Directors and shall exercise generalsupervision and management over the affairs of Private Wealth Management, Institutional Services, and Wealth Management Operationsand Support, which groups are responsible for exercise of the Bank’s trust powers. That officer is hereby empowered to appoint allnecessary agents or attorneys; also to make, execute and acknowledge all checks, bonds, certificates, deeds, mortgages, notes, releases,leases, agreements, contracts, bills of sale, assignments, transfers, powers of attorney or of substitution, proxies to vote stock, or any otherinstrument in writing that may be necessary in the purchase, sale, mortgage, lease, assignment, transfer, management or handling, in anyway of any property of any description held or controlled by the Bank in any fiduciary capacity. Said officer shall have such other duties andpowers as shall be designated by the Board of Directors.

Section 11. Other Officers in Private Wealth Management, Institutional Services, and Wealth Management Operations andSupport .

The officer in charge of Wealth Management shall appoint officers responsible for the activities of Private Wealth Management,Institutional Services, and Wealth Management Operations and Support. Various other officers as designated by the officers responsible forthe activities of Private Wealth

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Management, Institutional Services, and Wealth Management Operations and Support are empowered and authorized to make, execute, andacknowledge all checks, bonds, certificates, deeds, mortgages, notes, releases, leases, agreements, contracts, bills of sale, assignments,transfers, powers of attorney or substitution, proxies to vote stock or any other instrument in writing that may be necessary to the purchase,sale, mortgage, lease, assignments, transfer, management or handling in any way, of any property of any description held or controlled bythe Bank in any fiduciary capacity.

Section 12. Removal and Retirement of Officers .

At its pleasure, the Board of Directors may remove any officer from office at any time by a majority vote of the Board of Directors,provided however that the terms of any employment or compensation contract shall be honored according to its terms. An individual’s statusas an officer will terminate without the necessity of any other action or ratification immediately upon termination for any reason of theindividual’s employment by the Bank.

ARTICLE V. MISCELLANEOUS

Section 1. Certificates of Stock .

Certificates of stock of the Bank shall be signed by the President and the Secretary of the Bank, which signatures may be representedby a facsimile signature. The certificate may be sealed with the seal of the Bank or an engraved or printed facsimile thereof. The certificaterepresents the number of shares of stock registered in certificate form owned by such holder.

Section 2. Lost Certificates .

In case of the loss or destruction of any certificate of stock, the holder or owner of same shall give notice thereof to the ChiefExecutive Officer, the President, any Senior Executive Vice President, or the Secretary of the Bank and, if such holder or owner shall desirethe issue of a new certificate in the place of the one lost or destroyed, he or she shall make affidavit of such loss or destruction and deliverthe same to any one of said officers and accompany the same with a bond with surety satisfactory to the Bank to indemnify the Bank andsave it harmless against any loss, cost or damage in case such certificate should thereafter be presented to the Bank, which affidavit andbond shall be, at the discretion of the deciding party listed in this Section 2, unless so ordered by a court having jurisdiction over the matter,approved or rejected by the Board of Directors or by the Chief Executive Officer or by the President or a Senior Executive Vice Presidentbefore the issue of any new certificate.

Section 3. Transfer of Shares .

Title to a certificate and to the shares represented thereby can be transferred only by delivery of the certificate endorsed either inblank or to a specified person by the person appearing by the certificate to be the owner of the shares represented thereby, or by delivery ofthe certificate and a separate document containing a written assignment of the certificate or a power of attorney to sell, assign, or transfer thesame or the shares represented thereby, signed by the person appearing by the certificate to be the owner of the shares represented thereby.Such assignment or power of attorney may be either in blank or to a specified person.

Section 4. Fractional Shares .

No fractional part of a share of stock shall be issued by the Bank.

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Section 5. Stockholders Record Date .

In order that the Bank may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or anyadjournment thereof, or entitled to receive any rights in respect of any change, conversion or exchange of stock or for the purpose of anyother lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than 60 nor less than 10 days beforethe date of such meeting, nor more than 60 days prior to any other action. A determination of stockholders of record entitled to notice of orto vote at a meeting of stockholders shall apply to adjournment of the meeting; provided, however, that the Board of Directors may fix a newrecord date for the adjourned meeting.

Section 6. Dividends .

Subject to the provisions of the Articles of Incorporation, the Board of Directors may, out of funds legally available therefor at anyregular or special meeting, declare dividends upon the capital stock of the Bank as and when they deem expedient. Before declaring anydividend there may be set apart out of any fund of the Bank available for dividends, such sum or sums as the Directors from time to time intheir discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such otherpurposes as the Directors shall deem conducive to the interests of the Bank. No dividends shall be declared which exceed the amountsauthorized by applicable laws and regulations or are otherwise contrary to law.

Section 7. Seal .

The Bank may have a corporate seal, which shall have the name of the Bank inscribed thereon and shall be in such form asproscribed by the Board of Directors from time to time. The seal may also include appropriate descriptors, such as the words: “An AlabamaBanking Corporation”. The Secretary of the Bank shall have custody of the seal and is authorized to affix the same to instruments,documents, and papers as required by law or as customary or appropriate in the Secretary’s judgment and discretion. Without limiting thegeneral authority of the Board of Directors of the Bank to name, appoint, remove, and define the duties of officers of the Bank, the Secretaryis further authorized to cause reproductions of the seal to be made, distributed to, and used by officers and employees of the Bank whoseduties and responsibilities involve the execution and delivery of instruments, documents, and papers bearing the seal of the Bank. In thisregard, the Secretary is further authorized to establish, implement, interpret, and enforce policies and procedures governing the use of theseal and the authorization by the Secretary of officers and employees of the Bank to have custody of and to use the seal. Such policies andprocedures may include (i) the right of the Secretary to appoint any Bank employee as an Assistant Secretary of the Bank, if suchappointment would, in the Secretary’s judgment, be convenient with respect to such employee’s custody and use of a seal and/or (ii) theright of the Secretary to authorize Bank employees to have and use seals as delegates of the Secretary without appointing such employees asAssistant Secretaries of the Bank.

Section 8. Fiscal Year .

The fiscal year of the Bank shall be the calendar year.

Section 9. Checks, Drafts, Transfers, etc .

The Chief Executive Officer, the President, any Regional or Local President, any vice president or director, any Assistant VicePresident, any Branch Manager or any other employee designated by the Board of Directors, is authorized and empowered on behalf of theBank and in its name to sign and endorse checks and warrants, to draw drafts, to issue and sign cashier's checks, to guarantee signatures, togive receipts for money due and payable to the Bank, to sell, assign and transfer shares of capital stock, bonds, or other

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personal property or securities standing in the name of or held by the Bank, whether in its own right or in any fiduciary capacity, and tomake or join in such consents, requests or commitments with respect to the same as may be appropriate or authorized as to the holderthereof, and to sign such other papers and do such other acts as are necessary in the performance of his or her duties. The authority conveyedto any employee designated by the Board of Directors may be limited by general or specific resolution of the Board of Directors.

Section 10. Notice and Waiver of Notice .

Whenever any notice whatever is required to be given under the provisions of any law or under the provisions of the Articles ofIncorporation of the Bank or these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to notice, whether beforeor after the time stated therein, shall be deemed equivalent thereto. Attendance of a person at a meeting shall constitute a waiver of notice ofsuch meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to thetransaction of business at the meeting because the meeting is not lawfully called or convened.

Section 11. Right of Indemnity.

To the full extent provided for and in accordance with the Alabama Business Corporation Law, and specifically Section 10A-2-8.50et seq. of the Code of Alabama (1975), or any statute amendatory or supplemental thereof (the “Corporation Law”), the Bank shallindemnify and hold harmless each Director or officer now or hereafter serving the Bank against any loss and reasonable expenses actuallyand necessarily incurred by him or her in connection with the defense of any claim, or any action, suit or proceeding against him or her or inwhich he or she is made a party, by reason of his or her being or having been a Director or officer of the Bank, or who, while a Director orofficer of the Bank, is or was serving as at the Bank’s request as a director, officer, partner, trustee, employee, or agent of another foreign ordomestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. Such right of indemnity shall not bedeemed exclusive of any other rights to which such Director or officer may be entitled under any statute, article of incorporation, rule of law,other bylaw, agreement, vote of stockholders or directors, or otherwise. Nor shall anything herein contained restrict the right of the Bank toindemnify or reimburse any officer or Director in any proper case even though not specifically provided for herein.

Notwithstanding anything to the contrary, the Bank shall not make or agree to make any indemnification payment to a Director orofficer or any other institution affiliated party (as such term is defined in 12 CFR §359.1) with respect to (i) any civil money penalty orjudgment resulting from any administrative or civil action instituted by any federal banking agency, except in full compliance with 12 CFRPart 359, (ii) any assessment, order of restitution, penalty, or similar liability imposed under authority of the Alabama Banking Code, or (iii)any liability for violation of Section 10A-2-8.33 of the Corporation Law.

In advance of final disposition, the Bank may, but is not required to, pay for or reimburse the reasonable expenses incurred by aperson who may become eligible for indemnification under this Article V, provided the conditions set forth in Section 10A-2-8.53 of theCorporation Law (and, if applicable, 12 CFR § 359.5) shall have been satisfied.

The Bank may purchase and maintain insurance on behalf of said Directors or officers against liability asserted against or incurredby a Director or officer acting in such capacity as described in these By-Laws. Such insurance coverage shall not be used to pay orreimburse a person for the cost of (i) any judgment or civil money penalty assessed against such person in an administrative proceeding orcivil action commenced by any federal banking agency or (ii) any assessment or penalty imposed under authority of

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the Alabama Banking Code. Such insurance coverage may be used to pay any legal or professional expenses incurred in connection withsuch proceeding or action or the amount of any restitution to the Bank. Any insurance coverage of legal or professional expenses will becoordinated with the Bank’s determination whether to advance expenses in advance of final disposition, taking into account the terms andconditions of the coverage and the requirements of Section 10A-2-8.53 of the Corporation Law.

Section 12. Execution of Instruments and Documents .

The Chief Executive Officer; the President; any Regional or Local President; any Senior Executive Vice President, Executive VicePresident, Senior Vice President, or Vice President; or any officer holding the title of Executive Managing Director, Managing Director, orDirector is authorized, in his or her discretion, to do and perform any and all corporate and official acts in carrying on the business of theBank, including, but not limited to, the authority to make, execute, acknowledge, accept and deliver any and all deeds, mortgages, releases,bills of sale, assignments, transfers, leases (as lessor or lessee), powers of attorney or of substitution, servicing or sub-servicing agreements,vendor agreements, proxies to vote stock or any other instrument in writing that may be necessary in the purchase, sale, lease, assignment,transfer, discount, management or handling in any way of any property of any description held, controlled or used by Bank or to be held,controlled or used by Bank, either in its own or in its fiduciary capacity and including the authority from time to time to open bank accountswith the Bank or any other institution, to borrow money in such amounts for such lengths of time, at such rates of interest and upon suchterms and conditions as any said officer may deem proper and to evidence the indebtedness thereby created by executing and delivering inthe name of the Bank promissory notes or other appropriate evidences of indebtedness, and to guarantee the obligations of any subsidiary oraffiliate of the Bank. The enumeration herein of particular powers shall not restrict in any way the general powers and authority of saidofficers.

By way of example and not limitation, such officers of the Bank are authorized to execute, accept, deliver and issue, on behalf of theBank and as binding obligations of the Bank, such agreements and instruments as may be within the officer’s area of responsibility,including, as applicable, agreements and related documents (such as schedules, confirmations, transfers, assignments, acknowledgments, andother documents) relating to derivative transactions, loan or letter of credit transactions, syndications, participations, trades, purchase andsale or discount transactions, transfers and assignments, servicing and sub-servicing agreements, vendor agreements, securitizations, andtransactions of whatever kind or description arising in the conduct of the Bank’s business.

The authority to execute and deliver documents, instruments and agreements may be limited by resolution of the Board of Directors,by a committee of the Board of Directors, by the Chief Executive Officer, or by the President, by reference to subject matter, category,amount, geographical location, or any other criteria, and may be made subject to such policies, procedures and levels of approval as may beadopted or amended from time to time.

Section 13. Voting Bank’s Securities .

Unless otherwise ordered by the Board of Directors, the Chief Executive Officer, the President, any Executive Vice President orExecutive Managing Director or above, the Controller, the Bank’s General Counsel, and any other officer as may be designated by theBoard of Directors shall have full power and authority on behalf of the Bank to attend, and to act and to vote, and to execute a proxy orproxies empowering others to attend, and to act and to vote, at any meetings of security holders of any of the corporations in which the Bankmay hold securities and, at such meetings, such officer shall possess and may exercise any and all rights and powers incident to theownership of such securities which, as the owner thereof, the Bank might have possessed and exercised, if present.

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Section 14. Bonds of Officers and Employees .

The Board of Directors shall from time to time designate the officers and employees who shall be required to give bond and fix theamounts thereof.

Section 15. Satisfaction of Loans .

On payment of sums lent, for which security shall have been taken either by way of mortgage or other lien on real or personalproperty or by the pledge of collateral, whether said loans have been made from funds of the Bank or from funds held in fiduciary capacity,any officer of the Bank shall have the power and authority to enter the fact of payment or satisfaction on the margin of the record of anysuch security or in any other legal manner to cancel such indebtedness and to release said security, and the Chief Executive Officer or thePresident or any Regional or Local President or any vice president or director of the Bank shall have power and authority to execute a powerof attorney authorizing the cancellation, release or satisfaction of any mortgage or other security given to the Bank in its corporate orfiduciary capacity, by such person as he or she may in his or her discretion appoint.

Section 16. Emergencies .

In the event of an emergency declared by the President of the United States or the person performing his or her functions, theofficers and employees of this Bank will continue to conduct the affairs of the Bank under such guidance from the Directors as may beavailable except as to matters which by statute require specific approval of the Board of Directors and subject to conformance with anygovernmental directives or directives of the Federal Deposit Insurance Corporation during the emergency.

ARTICLE VI. AMENDMENTS

Except as otherwise provided herein or in the Articles of Incorporation of the Bank, these By-Laws may be amended or repealed bythe affirmative vote of a majority of the Directors then holding office at any regular or special meeting of the Board of Directors, and thestockholders may make, alter or repeal any By-Laws, whether or not adopted by them.

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EXHIBIT 6

CONSENT OF TRUSTEE

Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939, Regions Bank hereby consents that reports ofexaminations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and ExchangeCommission upon request therefor.

Dated: February 16, 2017

REGIONS BANK

By: /s/ Patti Maner Name: Patti Maner Title: Vice President

EXHIBIT 7

Exhibit 25.2

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________

FORM T-1STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF ACORPORATION DESIGNATED TO ACT AS TRUSTEE

____________________________________

| | CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(B)(2)

REGIONS BANK(Exact name of trustee as specified in its charter)

Alabama 63-0371391(Jurisdiction of incorporation of organization

if not a U.S. national bank) (I.R.S. Employer Identification No.)

Regions BankCorporate Trust Department

1900 Fifth Avenue North, 25 th FloorBirmingham, Alabama 35203(Address of principal executive offices)

_______________

Patti ManerRegions Bank, Corporate Trust Services

1900 Fifth Avenue North, 25 th FloorBirmingham, Alabama 35203

(205) 264-5399(Name, address and telephone number of agent for service)

____________________________

Alabama Power Company(Exact name of obligor as specified in its charter)

Alabama 63-0004250(State or other jurisdiction of incorporation or

organization) (I.R.S. Employer Identification No.)

600 North 18 th StreetBirmingham, Alabama 35291

(Address of principal executive offices) (Zip code)

____________________________

Junior Subordinated Notes(Title of the indenture securities)

Item 1. Generalinformation.

Furnish the following information as to the trustee -

(a) Name and address of each examining or supervising authority to which it is subject.

Federal Reserve Bank of Atlanta, 1000 Peachtree Street NE, Atlanta, Georgia 30309Alabama State Banking Department, 401 Adams Ave., Montgomery, Alabama 36104

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliationswiththeobligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

Item 16. ListofExhibits.

1. Articles of Amendment to Articles of Incorporation, including Restated Articles of Incorporation of the Trustee.

2. Not applicable.

3. Authorization of the Trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-202769).

4. By-laws of the Trustee.

5. Not applicable.

6. Consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, as amended.

7. Latest report of condition of the Trustee published pursuant to law or the requirements of its supervising or examining authority.

8. Not applicable.

9. Not applicable.

- 2 -

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Regions Bank, an Alabama bankingcorporation, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in theCity of Birmingham, State of Alabama on the 16th day of February, 2017.

REGIONS BANK

By /s/Patti Maner Name: Patti ManerTitle: Vice President

- 3 -

EXHIBIT 1

EXHIBIT 4

EXHIBIT 4

BY-LAWS OF REGIONS BANK

(As amended July 16, 2015)

ARTICLE I. OFFICES

Section 1. Registered Office.

The registered office of Regions Bank (the “Bank”) shall be maintained at the office of the CSC Lawyers Incorporating Service,Inc., in the City of Montgomery, in the County of Montgomery, in the State of Alabama, or such other location as may be designated by theBoard of Directors. CSC Lawyers Incorporating Service, Inc. shall be the registered agent of the Bank unless and until a successor registeredagent is appointed by the Board of Directors.

Section 2. Other Offices .

The Bank may have other offices at such places as the Board of Directors may from time to time appoint or the business of the Bankmay require.

Section 3. Principal Place of Business .

The principal place of business of the Bank shall be in Birmingham, Alabama.

ARTICLE II. MEETINGS OF STOCKHOLDERS

Section 1. Annual Meeting.

Annual meetings of stockholders for the election of members of the Board of Directors (“Directors”) and for such other business asmay be stated in the notice of the meeting, shall be held at such place, time and date as the Board of Directors, by resolution, shalldetermine.

Section 2. Special Meetings .

Special meetings of the stockholders for any purpose, other than the election of Directors, may be called at any time by theChairman of the Board of Directors, the Chief Executive Officer, the President, the Secretary or by resolution of the Directors. Specialmeetings of stockholders may be held at such time and place as shall be stated in the notice of the meeting.

Section 3. Voting .

The vote of a majority of the votes cast by the shares entitled to vote on any matter at a meeting of stockholders at which a quorumis present shall be the act of the stockholders on that matter, except as otherwise required by law or by the Articles of Incorporation of theBank.

Section 4. Quorum.

At each meeting of stockholders, except where otherwise provided by applicable law, the Articles of Incorporation or these By-Laws, the holders of a majority of the outstanding shares of the Bank entitled to vote on a matter at the meeting, represented in person or byproxy, shall constitute a quorum. If less than

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a majority of the outstanding shares are represented, a majority of the shares so represented may adjourn the meeting from time to timewithout further notice, but until a quorum is secured no other business may be transacted. The stockholders present at a duly organizedmeeting may continue to transact business until an adjournment notwithstanding the withdrawal of enough stockholders to leave less than aquorum.

ARTICLE III. DIRECTORS

Section 1. Number and Term.

The number of Directors which shall constitute the whole Board of Directors shall be fixed, from time to time, by resolutionsadopted by the Board of Directors, but shall not be less than three persons. The number of Directors shall not be reduced so as to shorten theterm of any Director in office at the time.

Directors elected at each annual or special meeting shall hold office until the next annual meeting and until his or her successor shallhave been elected and qualified, or until his or her earlier retirement, death, resignation or removal. Directors need not be residents ofAlabama.

Section 2. Chairman of the Board and Lead Independent Director .

The Board of Directors shall by majority vote designate from time to time from among its members a Chairman of the Board ofDirectors. The Chairman of the Board of Directors shall preside at all meetings of the stockholders and of the Board of Directors. He or sheshall have and perform such duties as prescribed by the By-Laws and by the Board of Directors. The position of Chairman of the Board ofDirectors is a Board position, provided however, the position of Chairman of the Board of Directors may be held by a person who is also anofficer of the Bank.

In the absence of the Chairman of the Board of Directors or in the case he or she is unable to preside, the Lead Independent Director,if at the time a Director of the Bank has been designated by the Board of Directors as such, shall have and exercise all powers and duties ofthe Chairman of the Board of Directors and shall preside at all meetings of the Board of Directors. If at any Board of Directors meeting noneof such persons is present or able to act, the Board of Directors shall select one of its members as acting chair of the meeting or any portionthereof.

Section 3. Resignations .

Any Director may resign at any time. All resignations shall be made in writing, and shall take effect at the time of receipt by theChairman of the Board of Directors, Chief Executive Officer, the President or the Secretary or at such other time as may be specified therein.The acceptance of a resignation shall not be necessary to make it effective.

Section 4. Vacancies .

If the office of any Director becomes vacant, including by reason of resignation or removal, or the size of the Board of Directors isincreased, the remaining Directors in office, even if less than a quorum, by a majority vote, may appoint any qualified person to fill suchvacancy or new position, and such person shall hold office for the unexpired term and until his successor shall be duly chosen.

Section 5. Removal .

Any Director may be removed at any time, with or without cause, by the affirmative vote of the holders of a majority of theoutstanding shares of capital stock of the Bank entitled to vote generally in the

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election of Directors considered as one class for this purpose, at any meeting of the stockholders called for that purpose.

Section 6. Powers .

The business and affairs of the Bank shall be managed by or under the direction of the Board of Directors, except as may beotherwise provided by applicable law, the Articles of Incorporation of the Bank or pursuant to these By-Laws.

Section 7. Meetings .

Regular meetings of the Board of Directors may be held without notice at such places and times as shall be determined from time totime by the Board of Directors.

Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors, the Lead Independent Director,the Chief Executive Officer, the President or the Secretary on the written request of a majority of the Board of Directors on at least twodays’ notice to each Director and shall be held at such place or places as may be determined by the Board of Directors, or as shall be statedin the notice of such meeting.

Unless otherwise restricted by the Articles of Incorporation or these By-Laws, members of the Board of Directors, or any committeedesignated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conferencetelephone, video, or similar communications equipment by means of which all persons participating in the meeting can hear each other, andsuch participation in a meeting shall constitute presence in person at the meeting. Notice of any special meeting of the Board of Directorsneed not be given personally, and may be given by United States mail, postage prepaid or by any form of electronic communication, andshall be deemed to have been given on the date such notice is transmitted by the Bank (which, if notice is mailed, shall be the date whensuch notice is deposited in the United States mail, postage prepaid, directed to the applicable Director at such Director’s address as it appearson the records of the Bank).

Section 8. Quorum; Vote Required for Action.

A majority of the Directors shall constitute a quorum for the transaction of business. If at any meeting of the Board of Directorsthere shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained,and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned. The vote of a majorityof the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the Articles ofIncorporation or these By-Laws shall require a vote of a greater number.

Section 9. Compensation .

Unless otherwise restricted by the Articles of Incorporation or these By-Laws, the Board of Directors shall have the authority to fixthe compensation of Directors. Nothing herein contained shall be construed to preclude any Director from serving the Bank in any othercapacity as an officer, agent or otherwise, and receiving compensation therefore.

Section 10. Action Without Meeting .

Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof, may be takenwithout a meeting, if prior to such action a written consent thereto is

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signed by all members of the Board of Directors, or of such committee as the case may be, and such written consent is filed with the minutesof proceedings of the Board of Directors or committee.

Section 11. Committees .

A majority of the Board of Directors shall have the authority to designate one or more committees, each committee to consist of oneor more of the Directors of the Bank. The Board of Directors may designate one or more Directors as alternate members of any committee,who may replace any absent or disqualified member at any meeting of the committee. Any committee of the Board of Directors, to theextent provided in the resolutions of the Board of Directors or in these By-Laws, shall have and may exercise the powers of the Board ofDirectors in the management of the business and affairs of the Bank and may authorize the seal of the Bank to be affixed to all papers whichmay require it, in each case to the fullest extent permitted by applicable law. In the absence or disqualification of any member of acommittee from voting at any meeting of such committee, the remaining member or members thereof present at such meeting and notdisqualified from voting, whether or not the remaining member or members constitute a quorum, may unanimously appoint another memberof the Board of Directors to act at such meeting in the place of any such absent or disqualified member.

Section 12. Eligibility .

No person shall be eligible to serve as Director of the Bank unless such person shall be the owner of shares of stock of the parentholding company of the number and held in the manner sufficient to meet the requirements of any applicable law or regulation in effectrequiring the ownership of Directors’ qualifying shares.

Section 13. Directors Protected .

Each Director shall in the performance of his or her duties be fully protected in relying in good faith upon reports made to theDirectors by the officers of the Bank or by state or federal bank examiners or by any independent accountant or by any appraiser selectedwith reasonable care, or by counsel, or by a committee of the Board of Directors, or in relying in good faith upon other records or books ofaccount of the Bank.

ARTICLE IV. OFFICERS

Section 1. Officers, Elections, Terms.

The officers of the Bank shall be a Chief Executive Officer; a President; one or more Regional or Local Presidents if the Board sodetermines; one or more vice presidents or directors, who may be designated Senior Executive Vice Presidents, Executive Vice Presidents,Executive Managing Directors, Senior Vice Presidents, Managing Directors, Vice Presidents, Directors, and Assistant Vice Presidents; aSecretary; one or more Assistant Secretaries; a Chief Financial Officer; a Controller; an Auditor; and such other officers as may be deemedappropriate. All of such officers shall be appointed annually by the Board of Directors to serve for a term of one year and until theirrespective successors are appointed and qualified or until such officer’s earlier death, resignation, retirement, or removal, except that theBoard of Directors may delegate the authority to appoint officers holding the position of Senior Executive Vice President and below inaccordance with procedures established or modified by the Board from time to time. Those Officers who serve in the Trust Department shallbe so designated by the word “Trust” in their title. None of the officers of the Bank need be Directors. More than one office may be held bythe same person.

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Section 2. Chief Executive Officer .

The Board of Directors shall appoint a Chief Executive Officer of the Bank. The Chief Executive Officer is the most seniorexecutive officer of the Bank, and shall be vested with authority to act for the Bank in all matters and shall have general supervision of theBank and of its business affairs, including authority over the detailed operations of the Bank and over its personnel, with full power andauthority during intervals between sessions of the Board of Directors to do and perform in the name of the Bank all acts and deeds necessaryor proper, in his or her opinion, to be done and performed and to execute for and in the name of the Bank all instruments, agreements, anddeeds which may be authorized to be executed in behalf of the Bank or which may be required by law. The Chief Executive Officer may, butneed not, also hold the office of President.

Section 3. President .

The President shall, subject to the control of the Board of Directors and of any committee of the Board of Directors having authorityin the premises, have, and may exercise the authority to act for the Bank in all ordinary matters and perform other such duties as directed bythe By-Laws, the Board of Directors, or the Chief Executive Officer. Among the officers of the Bank, the President is subordinate to onlythe Chief Executive Officer and is senior to the other officers of the Bank. The authority of the President shall include authority over thedetailed operations of the Bank and over its personnel with full power and authority during intervals between sessions of the Board ofDirectors to do and perform in the name of the Bank all acts and deeds necessary or proper, in his or her opinion, to be done and performedand to execute for and in the name of the Bank all instruments, agreements, and deeds which may be authorized to be executed in behalf ofthe Bank or which may be required by law.

Section 4. Vice Presidents .

The vice presidents or directors, who may be designated as Senior Executive Vice Presidents, Executive Vice Presidents, ExecutiveManaging Directors, Senior Vice Presidents, Managing Directors, Vice Presidents, Directors, and Assistant Vice Presidents, shall, subject tothe control of the Board of Directors, the Chief Executive Officer or the President, have and may exercise the authority vested in them in allproper matters, including authority over the detailed operations of the Bank and over its personnel.

Section 5. Chief Financial Officer .

The Chief Financial Officer or his or her designee shall have and perform such duties as are incident to the office of Chief FinancialOfficer and such other duties as may from time to time be assigned to him by the Board of Directors, the Chief Executive Officer, or thePresident.

Section 6. Secretary and Assistant Secretary .

The Secretary shall keep minutes of all meetings of the stockholders and the Board of Directors unless otherwise directed by eitherof those bodies. The Secretary, or in his absence, any Assistant Secretary, shall attend to the giving and serving of all notices of the Bank.The Secretary shall perform all the duties incident to the office of Secretary, subject to the control of the Board of Directors, and shall do andperform such other duties as may from time to time be assigned by the Board of Directors, the Chairman of the Board of Directors, the ChiefExecutive Officer, or the President.

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Section 7. Controller .

The Controller shall, under the direction of the Chief Executive Officer, the President, the Chief Financial Officer, or a more seniorofficer, have general supervision and authority over all reports required of the Bank by law or by any public body or officer or regulatoryauthority pertaining to the condition of the Bank and its assets and liabilities. The Controller shall have general supervision of the books andaccounts of the Bank and its methods and systems of recording and keeping accounts of its business transactions and of its assets andliabilities. The Controller shall be responsible for preparing statements showing the financial condition of the Bank and shall furnish suchreports and financial records as may be required of him or her by the Board of Directors or by the Chief Executive Officer, the President, theChief Financial Officer, or other more senior officer.

Section 8. Auditor .

The Auditor's office may be filled by an employee of the Bank or his or her duties may be performed by an employee or committeeof the parent company of the Bank. The Auditor shall have general supervision of the auditing of the books and accounts of the Bank, andshall continuously and from time to time check and verify the Bank's transactions, its assets and liabilities, and the accounts and doings ofthe officers, agents and employees of the Bank with respect thereto. The Auditor whether an employee of the Bank or of its parent shall bedirectly accountable to and under the jurisdiction of the Board of Directors and, if applicable, its designated committee, acting independentlyof all officers, agents and employees of the bank. The Auditor shall render reports covering matters in his or her charge regularly and uponrequest to the Board and, if applicable, its designated committee.

Section 9. Other Officers and Agents .

The Board of Directors may appoint such other officers and agents as it may deem advisable, such as General Counsel, who shallexercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. The functions of a cashierof the Bank may be performed by the Controller or any other officer of the Bank whose area of responsibility includes the function to beperformed.

Section 10. Officer in Charge of Wealth Management .

The officer in charge of Wealth Management shall be designated as such by the Board of Directors and shall exercise generalsupervision and management over the affairs of Private Wealth Management, Institutional Services, and Wealth Management Operationsand Support, which groups are responsible for exercise of the Bank’s trust powers. That officer is hereby empowered to appoint allnecessary agents or attorneys; also to make, execute and acknowledge all checks, bonds, certificates, deeds, mortgages, notes, releases,leases, agreements, contracts, bills of sale, assignments, transfers, powers of attorney or of substitution, proxies to vote stock, or any otherinstrument in writing that may be necessary in the purchase, sale, mortgage, lease, assignment, transfer, management or handling, in anyway of any property of any description held or controlled by the Bank in any fiduciary capacity. Said officer shall have such other duties andpowers as shall be designated by the Board of Directors.

Section 11. Other Officers in Private Wealth Management, Institutional Services, and Wealth Management Operations andSupport .

The officer in charge of Wealth Management shall appoint officers responsible for the activities of Private Wealth Management,Institutional Services, and Wealth Management Operations and Support. Various other officers as designated by the officers responsible forthe activities of Private Wealth

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Management, Institutional Services, and Wealth Management Operations and Support are empowered and authorized to make, execute, andacknowledge all checks, bonds, certificates, deeds, mortgages, notes, releases, leases, agreements, contracts, bills of sale, assignments,transfers, powers of attorney or substitution, proxies to vote stock or any other instrument in writing that may be necessary to the purchase,sale, mortgage, lease, assignments, transfer, management or handling in any way, of any property of any description held or controlled bythe Bank in any fiduciary capacity.

Section 12. Removal and Retirement of Officers .

At its pleasure, the Board of Directors may remove any officer from office at any time by a majority vote of the Board of Directors,provided however that the terms of any employment or compensation contract shall be honored according to its terms. An individual’s statusas an officer will terminate without the necessity of any other action or ratification immediately upon termination for any reason of theindividual’s employment by the Bank.

ARTICLE V. MISCELLANEOUS

Section 1. Certificates of Stock .

Certificates of stock of the Bank shall be signed by the President and the Secretary of the Bank, which signatures may be representedby a facsimile signature. The certificate may be sealed with the seal of the Bank or an engraved or printed facsimile thereof. The certificaterepresents the number of shares of stock registered in certificate form owned by such holder.

Section 2. Lost Certificates .

In case of the loss or destruction of any certificate of stock, the holder or owner of same shall give notice thereof to the ChiefExecutive Officer, the President, any Senior Executive Vice President, or the Secretary of the Bank and, if such holder or owner shall desirethe issue of a new certificate in the place of the one lost or destroyed, he or she shall make affidavit of such loss or destruction and deliverthe same to any one of said officers and accompany the same with a bond with surety satisfactory to the Bank to indemnify the Bank andsave it harmless against any loss, cost or damage in case such certificate should thereafter be presented to the Bank, which affidavit andbond shall be, at the discretion of the deciding party listed in this Section 2, unless so ordered by a court having jurisdiction over the matter,approved or rejected by the Board of Directors or by the Chief Executive Officer or by the President or a Senior Executive Vice Presidentbefore the issue of any new certificate.

Section 3. Transfer of Shares .

Title to a certificate and to the shares represented thereby can be transferred only by delivery of the certificate endorsed either inblank or to a specified person by the person appearing by the certificate to be the owner of the shares represented thereby, or by delivery ofthe certificate and a separate document containing a written assignment of the certificate or a power of attorney to sell, assign, or transfer thesame or the shares represented thereby, signed by the person appearing by the certificate to be the owner of the shares represented thereby.Such assignment or power of attorney may be either in blank or to a specified person.

Section 4. Fractional Shares .

No fractional part of a share of stock shall be issued by the Bank.

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Section 5. Stockholders Record Date .

In order that the Bank may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or anyadjournment thereof, or entitled to receive any rights in respect of any change, conversion or exchange of stock or for the purpose of anyother lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than 60 nor less than 10 days beforethe date of such meeting, nor more than 60 days prior to any other action. A determination of stockholders of record entitled to notice of orto vote at a meeting of stockholders shall apply to adjournment of the meeting; provided, however, that the Board of Directors may fix a newrecord date for the adjourned meeting.

Section 6. Dividends .

Subject to the provisions of the Articles of Incorporation, the Board of Directors may, out of funds legally available therefor at anyregular or special meeting, declare dividends upon the capital stock of the Bank as and when they deem expedient. Before declaring anydividend there may be set apart out of any fund of the Bank available for dividends, such sum or sums as the Directors from time to time intheir discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such otherpurposes as the Directors shall deem conducive to the interests of the Bank. No dividends shall be declared which exceed the amountsauthorized by applicable laws and regulations or are otherwise contrary to law.

Section 7. Seal .

The Bank may have a corporate seal, which shall have the name of the Bank inscribed thereon and shall be in such form asproscribed by the Board of Directors from time to time. The seal may also include appropriate descriptors, such as the words: “An AlabamaBanking Corporation”. The Secretary of the Bank shall have custody of the seal and is authorized to affix the same to instruments,documents, and papers as required by law or as customary or appropriate in the Secretary’s judgment and discretion. Without limiting thegeneral authority of the Board of Directors of the Bank to name, appoint, remove, and define the duties of officers of the Bank, the Secretaryis further authorized to cause reproductions of the seal to be made, distributed to, and used by officers and employees of the Bank whoseduties and responsibilities involve the execution and delivery of instruments, documents, and papers bearing the seal of the Bank. In thisregard, the Secretary is further authorized to establish, implement, interpret, and enforce policies and procedures governing the use of theseal and the authorization by the Secretary of officers and employees of the Bank to have custody of and to use the seal. Such policies andprocedures may include (i) the right of the Secretary to appoint any Bank employee as an Assistant Secretary of the Bank, if suchappointment would, in the Secretary’s judgment, be convenient with respect to such employee’s custody and use of a seal and/or (ii) theright of the Secretary to authorize Bank employees to have and use seals as delegates of the Secretary without appointing such employees asAssistant Secretaries of the Bank.

Section 8. Fiscal Year .

The fiscal year of the Bank shall be the calendar year.

Section 9. Checks, Drafts, Transfers, etc .

The Chief Executive Officer, the President, any Regional or Local President, any vice president or director, any Assistant VicePresident, any Branch Manager or any other employee designated by the Board of Directors, is authorized and empowered on behalf of theBank and in its name to sign and endorse checks and warrants, to draw drafts, to issue and sign cashier's checks, to guarantee signatures, togive receipts for money due and payable to the Bank, to sell, assign and transfer shares of capital stock, bonds, or other

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personal property or securities standing in the name of or held by the Bank, whether in its own right or in any fiduciary capacity, and tomake or join in such consents, requests or commitments with respect to the same as may be appropriate or authorized as to the holderthereof, and to sign such other papers and do such other acts as are necessary in the performance of his or her duties. The authority conveyedto any employee designated by the Board of Directors may be limited by general or specific resolution of the Board of Directors.

Section 10. Notice and Waiver of Notice .

Whenever any notice whatever is required to be given under the provisions of any law or under the provisions of the Articles ofIncorporation of the Bank or these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to notice, whether beforeor after the time stated therein, shall be deemed equivalent thereto. Attendance of a person at a meeting shall constitute a waiver of notice ofsuch meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to thetransaction of business at the meeting because the meeting is not lawfully called or convened.

Section 11. Right of Indemnity.

To the full extent provided for and in accordance with the Alabama Business Corporation Law, and specifically Section 10A-2-8.50et seq. of the Code of Alabama (1975), or any statute amendatory or supplemental thereof (the “Corporation Law”), the Bank shallindemnify and hold harmless each Director or officer now or hereafter serving the Bank against any loss and reasonable expenses actuallyand necessarily incurred by him or her in connection with the defense of any claim, or any action, suit or proceeding against him or her or inwhich he or she is made a party, by reason of his or her being or having been a Director or officer of the Bank, or who, while a Director orofficer of the Bank, is or was serving as at the Bank’s request as a director, officer, partner, trustee, employee, or agent of another foreign ordomestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. Such right of indemnity shall not bedeemed exclusive of any other rights to which such Director or officer may be entitled under any statute, article of incorporation, rule of law,other bylaw, agreement, vote of stockholders or directors, or otherwise. Nor shall anything herein contained restrict the right of the Bank toindemnify or reimburse any officer or Director in any proper case even though not specifically provided for herein.

Notwithstanding anything to the contrary, the Bank shall not make or agree to make any indemnification payment to a Director orofficer or any other institution affiliated party (as such term is defined in 12 CFR §359.1) with respect to (i) any civil money penalty orjudgment resulting from any administrative or civil action instituted by any federal banking agency, except in full compliance with 12 CFRPart 359, (ii) any assessment, order of restitution, penalty, or similar liability imposed under authority of the Alabama Banking Code, or (iii)any liability for violation of Section 10A-2-8.33 of the Corporation Law.

In advance of final disposition, the Bank may, but is not required to, pay for or reimburse the reasonable expenses incurred by aperson who may become eligible for indemnification under this Article V, provided the conditions set forth in Section 10A-2-8.53 of theCorporation Law (and, if applicable, 12 CFR § 359.5) shall have been satisfied.

The Bank may purchase and maintain insurance on behalf of said Directors or officers against liability asserted against or incurredby a Director or officer acting in such capacity as described in these By-Laws. Such insurance coverage shall not be used to pay orreimburse a person for the cost of (i) any judgment or civil money penalty assessed against such person in an administrative proceeding orcivil action commenced by any federal banking agency or (ii) any assessment or penalty imposed under authority of

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the Alabama Banking Code. Such insurance coverage may be used to pay any legal or professional expenses incurred in connection withsuch proceeding or action or the amount of any restitution to the Bank. Any insurance coverage of legal or professional expenses will becoordinated with the Bank’s determination whether to advance expenses in advance of final disposition, taking into account the terms andconditions of the coverage and the requirements of Section 10A-2-8.53 of the Corporation Law.

Section 12. Execution of Instruments and Documents .

The Chief Executive Officer; the President; any Regional or Local President; any Senior Executive Vice President, Executive VicePresident, Senior Vice President, or Vice President; or any officer holding the title of Executive Managing Director, Managing Director, orDirector is authorized, in his or her discretion, to do and perform any and all corporate and official acts in carrying on the business of theBank, including, but not limited to, the authority to make, execute, acknowledge, accept and deliver any and all deeds, mortgages, releases,bills of sale, assignments, transfers, leases (as lessor or lessee), powers of attorney or of substitution, servicing or sub-servicing agreements,vendor agreements, proxies to vote stock or any other instrument in writing that may be necessary in the purchase, sale, lease, assignment,transfer, discount, management or handling in any way of any property of any description held, controlled or used by Bank or to be held,controlled or used by Bank, either in its own or in its fiduciary capacity and including the authority from time to time to open bank accountswith the Bank or any other institution, to borrow money in such amounts for such lengths of time, at such rates of interest and upon suchterms and conditions as any said officer may deem proper and to evidence the indebtedness thereby created by executing and delivering inthe name of the Bank promissory notes or other appropriate evidences of indebtedness, and to guarantee the obligations of any subsidiary oraffiliate of the Bank. The enumeration herein of particular powers shall not restrict in any way the general powers and authority of saidofficers.

By way of example and not limitation, such officers of the Bank are authorized to execute, accept, deliver and issue, on behalf of theBank and as binding obligations of the Bank, such agreements and instruments as may be within the officer’s area of responsibility,including, as applicable, agreements and related documents (such as schedules, confirmations, transfers, assignments, acknowledgments, andother documents) relating to derivative transactions, loan or letter of credit transactions, syndications, participations, trades, purchase andsale or discount transactions, transfers and assignments, servicing and sub-servicing agreements, vendor agreements, securitizations, andtransactions of whatever kind or description arising in the conduct of the Bank’s business.

The authority to execute and deliver documents, instruments and agreements may be limited by resolution of the Board of Directors,by a committee of the Board of Directors, by the Chief Executive Officer, or by the President, by reference to subject matter, category,amount, geographical location, or any other criteria, and may be made subject to such policies, procedures and levels of approval as may beadopted or amended from time to time.

Section 13. Voting Bank’s Securities .

Unless otherwise ordered by the Board of Directors, the Chief Executive Officer, the President, any Executive Vice President orExecutive Managing Director or above, the Controller, the Bank’s General Counsel, and any other officer as may be designated by theBoard of Directors shall have full power and authority on behalf of the Bank to attend, and to act and to vote, and to execute a proxy orproxies empowering others to attend, and to act and to vote, at any meetings of security holders of any of the corporations in which the Bankmay hold securities and, at such meetings, such officer shall possess and may exercise any and all rights and powers incident to theownership of such securities which, as the owner thereof, the Bank might have possessed and exercised, if present.

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Section 14. Bonds of Officers and Employees .

The Board of Directors shall from time to time designate the officers and employees who shall be required to give bond and fix theamounts thereof.

Section 15. Satisfaction of Loans .

On payment of sums lent, for which security shall have been taken either by way of mortgage or other lien on real or personalproperty or by the pledge of collateral, whether said loans have been made from funds of the Bank or from funds held in fiduciary capacity,any officer of the Bank shall have the power and authority to enter the fact of payment or satisfaction on the margin of the record of anysuch security or in any other legal manner to cancel such indebtedness and to release said security, and the Chief Executive Officer or thePresident or any Regional or Local President or any vice president or director of the Bank shall have power and authority to execute a powerof attorney authorizing the cancellation, release or satisfaction of any mortgage or other security given to the Bank in its corporate orfiduciary capacity, by such person as he or she may in his or her discretion appoint.

Section 16. Emergencies .

In the event of an emergency declared by the President of the United States or the person performing his or her functions, theofficers and employees of this Bank will continue to conduct the affairs of the Bank under such guidance from the Directors as may beavailable except as to matters which by statute require specific approval of the Board of Directors and subject to conformance with anygovernmental directives or directives of the Federal Deposit Insurance Corporation during the emergency.

ARTICLE VI. AMENDMENTS

Except as otherwise provided herein or in the Articles of Incorporation of the Bank, these By-Laws may be amended or repealed bythe affirmative vote of a majority of the Directors then holding office at any regular or special meeting of the Board of Directors, and thestockholders may make, alter or repeal any By-Laws, whether or not adopted by them.

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EXHIBIT 6

CONSENT OF TRUSTEE

Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939, Regions Bank hereby consents that reports ofexaminations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and ExchangeCommission upon request therefor.

Dated: February 16, 2017

REGIONS BANK

By: /s/ Patti Maner Name: Patti Maner Title: Vice President

EXHIBIT 7