Exhibit 24(a)
February 16, 1998
A. W. Dahlberg, W. L. Westbrook, Tommy Chisholm, and Wayne Boston
Dear Sirs:
The Southern Company proposes to file or join in the filing of
statements 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,
1997, (2) the filing of Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K during 1998, and (3) the filing of a registration statement for the
Universal Shelf Registration Program.
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 and any appropriate amendment or amendments
thereto and any necessary exhibits, said Quarterly Reports on Form 10-Q and any
necessary exhibits, any Current Reports on Form 8-K and any necessary exhibits,
and said registration statement and any amendments thereto in connection with
the Universal Shelf Registration Program.
Yours very truly,
THE SOUTHERN COMPANY
By /s/A. W. Dahlberg
A. W. Dahlberg
Chairman, President and
Chief Executive Officer
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/s/John C. Adams ________________________________
John C. Adams William A. Parker, Jr.
/s/A. D. Correll /s/William J. Rushton, III
A. D. Correll William J. Rushton, III
/s/A. W. Dahlberg /s/Gloria M. Shatto
A. W. Dahlberg Gloria M. Shatto
/s/Paul J. DeNicola /s/Gerald J. St. Pe'
Paul J. DeNicola Gerald J. St. Pe'
/s/Jack Edwards /s/Herbert Stockham
Jack Edwards Herbert Stockham
/s/H. Allen Franklin /s/Stephen A. Wakefield
H. Allen Franklin Stephen A. Wakefield
/s/Bruce S. Gordon /s/W. L. Westbrook
Bruce S. Gordon W. L. Westbrook
/s/L. G. Hardman III /s/Tommy Chisholm
L. G. Hardman III Tommy Chisholm
/s/Elmer B. Harris /s/W. Dean Hudson
Elmer B. Harris 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, 1997, and 1998 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 A.
W. Dahlberg, W. L. Westbrook, 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, 1998, 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, 1998 THE SOUTHERN COMPANY
By /s/Tommy Chisholm
Tommy Chisholm
Secretary