EXHIBIT 24.1
October 24, 1996
Mr. W. L. Westbrook Mr. Wayne Boston
The Southern Company Southern Company Services, Inc.
270 Peachtree Street, N.W. 64 Perimeter Center East
Atlanta, GA 30303 Atlanta, GA 30346
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 the related guarantee
or guarantees and debt instruments of Gulf Power Company in an aggregate amount
of up to $60 million.
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 any one 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 any 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
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/s/Travis J. Bowden /s/Joseph K. Tannehill
Travis J. Bowden Joseph K. Tannehill
/s/Paul J. DeNicola /s/Arlan E. Scarbrough
Paul J. DeNicola Arlan E. Scarbrough
/s/Fred C. Donovan /s/Warren E. Tate
Fred C. Donovan Warren E. Tate
/s/W. Deck Hull, Jr.
W. Deck Hull, Jr.
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Extract from minutes of meeting of the board of directors of Gulf Power Company.
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RESOLVED FURTHER, That for the purpose of signing and filing with the
Securities and Exchange Commission a Registration Statement 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
the related guarantee or guarantees and debt instruments of Gulf Power
Company, and of amending such Registration Statement or remedying any
deficiencies with respect thereto by appropriate amendment or amendments
(both before and after such Registration Statement becomes effective), Gulf
Power Company, the members of its Board of Directors and its Officers are
authorized to give their several powers of attorney to W. L. Westbrook and
Wayne Boston in substantially the forms of power of attorney presented to
this meeting.
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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 October 24, 1996, 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 January 3, 1997 GULF POWER COMPANY
By /s/Wayne Boston
Wayne Boston
Assistant Secretary