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



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                                      - 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



<PAGE>


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