Exhibit 24(e)

February 26, 2003


Gale E. Klappa and Wayne Boston


Dear Sirs:

         Mississippi Power Company proposes to file or join in the filing of
reports under the Securities Exchange Act of 1934 with the Securities and
Exchange Commission with respect to the following: (1) the filing of its Annual
Report on Form 10-K for the year ended December 31, 2002, and (2) the filing of
its quarterly reports on Form 10-Q during 2003.
         Mississippi 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 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, quarterly reports on Form 10-Q and
any appropriate amendment or amendments thereto and any necessary exhibits.


                                    Yours very truly,

                                    MISSISSIPPI POWER COMPANY



                                    By /s/Michael D. Garrett
                                        Michael D. Garrett
                                President and Chief Executive Officer


<PAGE>


                                      - 2 -





     /s/Tommy E. Dulaney                           /s/Philip J. Terrell
      Tommy E. Dulaney                               Philip J. Terrell




    /s/Michael D. Garrett                              /s/Gene Warr
     Michael D. Garrett                                  Gene Warr




____________________________                      /s/Michael W. Southern
       Linda T. Howard                              Michael W. Southern




      Robert C. Khayat                             /s/Frances V. Turnage
     /s/Robert C. Khayat                            Frances V. Turnage




     /s/Aubrey K. Lucas                             /s/Vicki L. Pierce
       Aubrey K. Lucas                                Vicki L. Pierce




   /s/George A. Schloegel
     George A. Schloegel

<PAGE>

Extract from minutes of meeting of the board of directors of Mississippi Power
Company.

                               - - - - - - - - - -

     RESOLVED, That for the purpose of signing the reports under the Securities
Exchange Act of 1934 to be filed with the Securities and Exchange Commission
with respect to the filing of this Company's Annual Report on Form 10-K for the
year ended December 31, 2002, and its 2003 quarterly reports on Form 10-Q, 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 Gale E.
Klappa and Wayne Boston.

                               - - - - - - - - - -

         The undersigned officer of Mississippi 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 Mississippi Power
Company, duly held on February 26, 2003, 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 10, 2003                        MISSISSIPPI POWER COMPANY


                                             By /s/Wayne Boston
                                                  Wayne Boston
                                              Assistant Secretary