EX-24 22 x24b.txt POWER OF ATTORNEY Exhibit 24(b) Alabama Power Company 600 North 18th Street Birmingham, Alabama 35291 January 25, 2002 Gale E. Klappa 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, 2001, and (2) its quarterly reports on Form 10-Q during 2002. 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 Gale E. Klappa 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/Charles D. McCrary Charles D. McCrary President and Chief Executive Officer - 2 - /s/Whit Armstrong /s/Mayer Mitchell Whit Armstrong Mayer Mitchell /s/David J. Cooper /s/William V. Muse David J. Cooper William V. Muse /s/H. Allen Franklin /s/Robert D. Powers H. Allen Franklin Robert D. Powers /s/R. Kent Henslee ______________________________ R. Kent Henslee Andreas Renschler ______________________________ /s/C. Dowd Ritter Carl E. Jones, Jr C. Dowd Ritter /s/Patricia M. King /s/James H. Sanford Patricia M. King James H. Sanford /s/James K. Lowder /s/John Cox Webb, IV James K. Lowder John Cox Webb, IV /s/Wallace D. Malone, Jr. /s/James W. Wright Wallace D. Malone, Jr. James W. Wright /s/Charles D. McCrary /s/William B. Hutchins, III Charles D. McCrary William B. Hutchins, III /s/Thomas C. Meredith /s/Art P. Beattie Thomas C. Meredith Art P. Beattie Extract from minutes of meeting of the board of directors of Alabama Power Company. - - - - - - - - - - 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, 2001, and its 2002 quarterly reports on Form 10-Q, and of remedying any deficiencies with respect thereto by appropriate amendment or amendments, Alabama Power Company, the members of its Board of Directors, and its officers are authorized to give their several powers of attorney to Gale E. Klappa and Wayne Boston, in substantially the form of power of attorney presented to this meeting. - - - - - - - - - - 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 25, 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 ALABAMA POWER COMPANY By /s/Wayne Boston Wayne Boston Assistant Secretary