Exhibit 24(b)
Alabama Power Company
600 North 18th Street
Birmingham, Alabama 35291
January 25, 2002
Gale E. Klappa Wayne Boston
270 Peachtree Street, N.W. 241 Ralph McGill Blvd. NE
Atlanta, Georgia 30303 Atlanta, Georgia 30308-3374
Dear Sirs:
Alabama Power Company proposes to file with the Securities and Exchange
Commission, under the Securities Exchange Act of 1934, (1) its Annual Report on
Form 10-K for the year ended December 31, 2001, and (2) its quarterly reports on
Form 10-Q during 2002.
Alabama Power 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 Gale E. Klappa and Wayne Boston our true and
lawful Attorneys 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, quarterly reports
on Form 10-Q, and any appropriate amendment or amendments thereto and any
necessary exhibits.
Yours very truly,
ALABAMA POWER COMPANY
By /s/Charles D. McCrary
Charles D. McCrary
President and Chief Executive
Officer
- 2 -
/s/Whit Armstrong /s/Mayer Mitchell
Whit Armstrong Mayer Mitchell
/s/David J. Cooper /s/William V. Muse
David J. Cooper William V. Muse
/s/H. Allen Franklin /s/Robert D. Powers
H. Allen Franklin Robert D. Powers
/s/R. Kent Henslee ______________________________
R. Kent Henslee Andreas Renschler
______________________________ /s/C. Dowd Ritter
Carl E. Jones, Jr C. Dowd Ritter
/s/Patricia M. King /s/James H. Sanford
Patricia M. King James H. Sanford
/s/James K. Lowder /s/John Cox Webb, IV
James K. Lowder John Cox Webb, IV
/s/Wallace D. Malone, Jr. /s/James W. Wright
Wallace D. Malone, Jr. James W. Wright
/s/Charles D. McCrary /s/William B. Hutchins, III
Charles D. McCrary William B. Hutchins, III
/s/Thomas C. Meredith /s/Art P. Beattie
Thomas C. Meredith Art P. Beattie
Extract from minutes of meeting of the board of directors of Alabama Power
Company.
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RESOLVED: That for the purpose of signing and filing with the
Securities and Exchange Commission under the Securities Exchange Act of
1934, Alabama Power Company's annual report on Form 10-K for the year
ended December 31, 2001, and its 2002 quarterly reports on Form 10-Q,
and of remedying any deficiencies with respect thereto by appropriate
amendment or amendments, Alabama Power Company, the members of its
Board of Directors, and its officers are authorized to give their
several powers of attorney to Gale E. Klappa and Wayne Boston, in
substantially the form of power of attorney presented to this meeting.
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The undersigned officer of Alabama Power Company does hereby
certify that the foregoing is a true and correct copy of resolution duly and
regularly adopted at a meeting of the board of directors of Alabama Power
Company, duly held on January 25, 2002, 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 25, 2002 ALABAMA POWER COMPANY
By /s/Wayne Boston
Wayne Boston
Assistant Secretary