Exhibit 24(b)
January 23, 1998
W. L. Westbrook 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, 1997, and (2) its quarterly reports on
Form 10-Q during 1998.
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 W. L. Westbrook 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/Elmer B. Harris
Elmer B. Harris
President and Chief Executive
Officer
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/s/Whit Armstrong /s/John T. Porter
Whit Armstrong John T. Porter
______________________ /s/Robert D. Powers
A. W. Dahlberg Robert D. Powers
/s/Peter V. Gregerson, Sr. /s/C. Dowd Ritter
Peter V. Gregerson, Sr. C. Dowd Ritter
/s/Bill M. Guthrie /s/John W. Rouse
Bill M. Guthrie John W. Rouse
/s/Elmer B. Harris ______________________________
Elmer B. Harris William J. Rushton, III
/s/Carl E. Jones, Jr. /s/James H. Sanford
Carl E. Jones, Jr. James H. Sanford
/s/Patricia M. King /s/John Cox Webb, IV
Patricia M. King John Cox Webb, IV
/s/James K. Lowder /s/William B. Hutchins, III
James K. Lowder William B. Hutchins, III
/s/Wallace D. Malone, Jr. /s/Art P. Beattie
Wallace D. Malone, Jr. Art P. Beattie
______________________ /s/Andreas Renschler
William V. Muse Andreas Renschler
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, 1997, and of remedying any deficiencies with respect
thereto by appropriate amendment or amendments, and also filing
quarterly reports on Form 10-Q, Alabama Power Company, the members of
its Board of Directors, and its officers are authorized to give their
several powers of attorney to W. L. Westbrook 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 23, 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 23, 1998 ALABAMA POWER COMPANY
By /s/Wayne Boston
Wayne Boston
Assistant Secretary