February 19, 2001
Tommy Chisholm, and Wayne Boston
Dear Sirs:
The Southern Company proposes to file or join in the filing of reports
under the Securities Exchange Act of 1934, as amended, with the Securities and
Exchange Commission with respect to the following: (1) the filing of this
Company's Annual Report on Form 10-K for the year ended December 31, 2000 and
(2) the filing of Quarterly Reports on Form 10-Q during 2001 and any Current
Reports on Form 8-K
The Southern Company and the undersigned directors and officers of said
Company, individually as a director and/or as an officer of the Company, hereby
make, constitute and appoint each of you our true and lawful Attorney for each
of us and in each of our names, places and steads to sign and cause to be filed
with the Securities and Exchange Commission in connection with the foregoing
said Annual Report on Form 10-K, said Quarterly Reports on Form 10-Q, any
Current Reports on Form 8-K and any necessary or appropriate amendment or
amendments to any such reports, to be accompanied in each case by any necessary
or appropriate exhibits or schedules thereto.
Yours very truly,
THE SOUTHERN COMPANY
By /s/A. W. Dahlberg
A. W. Dahlberg
Chairman of the Board and
Chief Executive Officer
- 2 -
/s/Daniel P. Amos /s/Donald M. James
Daniel P. Amos Donald M. James
/s/Dorrit J. Bern /s/Zack T. Pate
Dorrit J. Bern Zack T. Pate
/s/Thomas F. Chapman /s/Gerald J. St. Pe'
Thomas F. Chapman Gerald J. St. Pe'
/s/A. W. Dahlberg /s/Stephen A. Wakefield
A. W. Dahlberg Stephen A. Wakefield
/s/H. Allen Franklin /s/W. L. Westbrook
H. Allen Franklin W. L. Westbrook
________________________________ /s/Tommy Chisholm
Bruce S. Gordon Tommy Chisholm
/s/L. G. Hardman III /s/W. Dean Hudson
L. G. Hardman III W. Dean Hudson
________________________________
Elmer B. Harris
March 14, 2001
Tommy Chisholm and Wayne Boston
Dear Sirs:
As an officer of The Southern Company, I hereby make, constitute, and
appoint each of you my true and lawful Attorney in my name, place, and stead, to
sign and cause to be filed with the Securities and Exchange Commission (1) this
Company's Annual Report on Form 10-K for the year ended December 31, 2000, (2)
Quarterly Reports on Form 10-Q during 2001, (3) any Current Reports on Form 8-K,
and (4) any necessary or appropriate amendment or amendments to any such
reports, each such report or amendments to such reports to be accompanied in
each case by any necessary or appropriate exhibits or schedules thereto.
Yours very truly,
/s/Gale E. Klappa
Extract from minutes of meeting of the board of directors of The Southern
Company.
- - - - - - - - - -
RESOLVED: That for the purpose of signing the Company's Annual
Report on Form 10-K for the year ended December 31, 2000 and 2001 Form
10-Q's and Form 8-K's, and of remedying any deficiencies with
respect thereto by appropriate amendment or amendments, this Company,
the members of its board of directors, and its officers, are authorized
to give their several powers of attorney to Tommy Chisholm and Wayne
Boston.
- - - - - - - - - -
The undersigned officer of The Southern Company does hereby
certify that the foregoing is a true and correct copy of a resolution duly and
regularly adopted at a meeting of the board of directors of The Southern
Company, duly held on February 19, 2001, at which a quorum was in attendance and
voting throughout, and that said resolution has not since been rescinded but is
still in full force and effect.
Dated March 28, 2001 THE SOUTHERN COMPANY
By /s/Tommy Chisholm
Tommy Chisholm
Secretary