Exhibit 24(a)
January 17, 1994
Edward L. Addison, 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, 1993, and (2) the
filing of Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K during 1994.
The Southern Company also proposes to file post-effective
amendments to registration statements under the Securities Act of
1933, as amended, with the Securities and Exchange Commission
with respect to certain previously filed registration statements.
These post-effective amendments, in each case, would be required
in order to increase the amount of remaining shares covered by
such registration statements as the result of the stock split (in
the form of a stock distribution) of shares of The Southern
Company's common stock. The registration statements affected
include File Nos. 2-78617, 33-23152, 33-23153, and 33-30171.
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
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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
post-effective amendments to said registration statements, to be
accompanied (to the extent required) by a prospectus or
prospectuses and any appropriately amended or supplemented
prospectus or prospectuses and any necessary exhibits.
Yours very truly,
THE SOUTHERN COMPANY
By /s/A. W. Dahlberg
A. W. Dahlberg, President
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/s/Edward L. Addison /s/William A. Parker, Jr.
/s/W. P. Copenhaver /s/William J. Rushton, III
/s/A. W. Dahlberg /s/Gloria M. Shatto
/s/Paul J. DeNicola /s/Herbert Stockham
/s/Jack Edwards /s/Louis J. Willie
/s/H. Allen Franklin /s/W. L. Westbrook
/s/L. G. Hardman, III /s/Tommy Chisholm
/s/Elmer B. Harris /s/W. Dean Hudson
/s/John M. McIntosh /s/William A. Maner, III
/s/Earl D. McLean, Jr.
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, 1993, 1994 Form 10-Q's and Form 8-K's and the
amendments to each of the Company's existing registration
statements hereinbefore authorized 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 Edward L. Addison, 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
resolution duly and regularly adopted at a meeting of the board
of directors of The Southern Company, duly held on January 17,
1994, 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, 1994 THE SOUTHERN COMPANY
By /s/Tommy Chisholm
Tommy Chisholm
Secretary