EX-24 21 x24a.txt POWER OF ATTORNEY Exhibit 24(a) February 18, 2002 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, 2001 and (2) the filing of Quarterly Reports on Form 10-Q during 2002 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/Zack T. Pate Daniel P. Amos Zack T. Pate /s/Dorrit J. Bern /s/Gerald J. St. Pe' Dorrit J. Bern Gerald J. St. Pe' /s/Thomas F. Chapman /s/G. Edison Holland, Jr. Thomas F. Chapman G. Edison Holland, Jr. /s/H. Allen Franklin /s/Gale E. Klappa H. Allen Franklin Gale E. Klappa /s/Tommy Chisholm /s/Bruce S. Gordon Tommy Chisholm Bruce S. Gordon /s/L. G. Hardman III L. G. Hardman III /s/W. Dean Hudson W. Dean Hudson /s/Donald M. James Donald M. James Extract from minutes of meeting of the board of directors of The Southern Company. - - - - - - - - - - RESOLVED: That for the purpose of signing the Company's Annual Report on Form 10-K for the year ended December 31, 2001, 2002 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. - - - - - - - - - - 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 18, 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 THE SOUTHERN COMPANY By /s/Tommy Chisholm Tommy Chisholm Secretary