February 24, 1998



W. L. Westbrook and Wayne Boston


Dear Sirs:

         Savannah Electric and 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.

         Savannah Electric and 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,

                            SAVANNAH ELECTRIC AND POWER COMPANY



                            By           /s/G. Edison Holland, Jr.
                                          G. Edison Holland, Jr.
                                       President and Chief Executive
                                                  Officer



<PAGE>



                                      - 2 -




   /s/Archie H. Davis                           /s/Robert B. Miller, III
     Archie H. Davis                              Robert B. Miller, III



   /s/Paul J. DeNicola                           /s/Arnold M. Tenenbaum
    Paul J. DeNicola                               Arnold M. Tenenbaum



   /s/Walter D. Gnann                                /s/K. R. Willis
     Walter D. Gnann                                  K. R. Willis



/s/G. Edison Holland, Jr.                       /s/Nancy E. Frankenhauser
 G. Edison Holland, Jr.                          Nancy E. Frankenhauser




<PAGE>

Extract from minutes of meeting of the board of directors of Savannah Electric
and Power Company.


                                                - - - - - - - - - -

                  RESOLVED: That for the purpose of signing statements required
         to be filed by the Company under the Securities Exchange Act of 1934 to
         be filed with the Securities and Exchange Commission including (a) the
         filing of this Company's Annual Report on Form 10-K for the year ended
         December 31, 1997, and (b) quarterly reports on Form 10-Q during
         calendar year 1998; and of remedying any deficiencies with respect
         thereto by appropriate amendment or amendments, this Company and the
         members of its Board of Directors, and its officers, be and they are
         hereby authorized to give their several powers of attorney to W. L.
         Westbrook and Wayne Boston for the purposes set out above.

                                                - - - - - - - - - -

         The undersigned officer of Savannah Electric and 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 Savannah
Electric and Power Company, duly held on February 24, 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        SAVANNAH ELECTRIC AND POWER COMPANY



                             By       /s/Wayne Boston
                                       Wayne Boston
                                    Assistant Secretary