Exhibit 24(a)
February 16, 2004
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, 2003 and
(2) the filing of Quarterly Reports on Form 10-Q during 2004 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/H. Allen Franklin
H. Allen Franklin
Chairman of the Board, President
and Chief Executive Officer
- 2 -
/s/Daniel P. Amos /s/J. Neal Purcell
Daniel P. Amos J. Neal Purcell
/s/Dorrit J. Bern /s/David M. Ratcliffe
Dorrit J. Bern David M. Ratcliffe
/s/Thomas F. Chapman /s/Gerald J. St. Pe'
Thomas F. Chapman Gerald J. St. Pe'
/s/H. Allen Franklin /s/G. Edison Holland, Jr.
H. Allen Franklin G. Edison Holland, Jr.
/s/Bruce S. Gordon /s/Thomas A. Fanning
Bruce S. Gordon Thomas A. Fanning
/s/Donald M. James /s/Tommy Chisholm
Donald M. James Tommy Chisholm
/s/Zack T. Pate /s/W. Dean Hudson
Zack T. Pate W. Dean Hudson
Extract from minutes of meeting of the board of directors of The Southern
Company.
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RESOLVED: That for the purpose of signing the Company's Annual Report
on Form 10-K for the year ended December 31, 2003, 2004 Form 10-Q's and Form
8-K's and any necessary or appropriate amendment or amendments to any such
reports, 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.
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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 16, 2004, 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 1, 2004 THE SOUTHERN COMPANY
By /s/Tommy Chisholm
Tommy Chisholm
Secretary