Exhibit 24.1
April 27, 2001
Mr. Gale E. Klappa Mr. Wayne Boston
The Southern Company Southern Company Services, Inc.
270 Peachtree Street, N.W. 241 Ralph McGill Boulevard
Atlanta, GA 30303 Atlanta, GA 30308
Dear Sirs:
Gulf Power Company proposes to file with the Securities and Exchange
Commission a registration statement or statements under the Securities Act of
1933 with respect to preferred securities of a statutory business trust or
trusts (or other special purpose entity or entities) and a guarantee or
guarantees and debt instruments of Gulf Power Company, in any combination of
such securities, in an aggregate amount of not to exceed $350,000,000.
Gulf 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 (with full
power of substitution) 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
the aforementioned registration statement or statements and appropriate
amendment or amendments thereto (including post-effective amendments), to be
accompanied in each case by a prospectus and any appropriately amended
prospectus or supplement thereto and any necessary exhibits.
Gulf Power Company hereby authorizes you or either of you to execute
said registration statement or statements and any amendments thereto (including
post-effective amendments) on its behalf as attorney-in-fact for it and its
authorized officers, and to file the same as aforesaid.
The undersigned directors and officers of Gulf Power Company hereby
authorize you or either one of you to sign said registration statement or
statements on their behalf as attorney-in-fact and to amend, or remedy any
deficiencies with respect to, said registration statement or statements by
appropriate amendment or amendments (including post-effective amendments) and to
file the same as aforesaid.
Yours very truly,
GULF POWER COMPANY
By /s/Travis J. Bowden
Travis J. Bowden
President and
Chief Executive Officer
/s/Travis J. Bowden /s/Barbara H. Thames
Travis J. Bowden Barbara H. Thames
/s/Fred C. Donovan, Sr. /s/Ronnie R. Labrato
Fred C. Donovan, Sr. Ronnie R. Labrato
__________________________ /s/Warren E. Tate
H. Allen Franklin Warren E. Tate
/s/W. Deck Hull, Jr.
W. Deck Hull, Jr.
Extract from minutes of meeting of the board of directors of Gulf Power Company.
- - - - - - - - - - - -
RESOLVED FURTHER, That for the purpose of signing and filing with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
a registration statement or statements covering not to exceed an aggregate of
$350,000,000 of debt instruments of the Company and preferred and capital
securities of a statutory business trust or trusts (or other special purpose
entity or entities) and a related guarantee or guarantees of the Company, or any
combination of such securities, and of amending such registration statement or
statements or remedying any deficiencies with respect thereto by appropriate
amendment or amendments (including post-effective amendments) to such
registration statement or statements (both before and after such statement or
statements become effective), the 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 Gulf Power 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 Gulf Power Company, duly held
on April 27, 2001, 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 May 1, 2001 GULF POWER COMPANY
By/s/Wayne Boston
Wayne Boston
Assistant Secretary