EXHIBIT 24
NORTHWEST PIPELINE CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned
individuals, in their capacity as a director or officer, or both, as hereinafter
set forth below their signature, of NORTHWEST PIPELINE CORPORATION, a Delaware
corporation ("NWP"), does hereby constitute and appoint RICHARD D. RODEKOHR AND
JEFFREY P. HEINRICHS their true and lawful attorneys and each of them (with full
power to act without the other) their true and lawful attorneys for them and in
their name and in their capacity as a director or officer, or both, of NWP, as
hereinafter set forth below their signature, to sign NWP's Annual Report to the
Securities and Exchange Commission on Form 10-K for the fiscal year ended
December 31, 2002, and any and all amendments thereto or all instruments
necessary or incidental in connection therewith; and
THAT the undersigned NWP does hereby constitute and appoint RICHARD D.
RODEKOHR AND JEFFREY P. HEINRICHS its true and lawful attorneys and each of them
(with full power to act without the other) its true and lawful attorney for it
and in its name and on its behalf to sign said Form 10-K and any and all
amendments thereto and any and all instruments necessary or incidental in
connection therewith.
Each of said attorneys shall have full power of substitution and
resubstitution, and said attorneys or any of them or any substitute appointed by
any of them hereunder shall have full power and authority to do and perform in
the name and on behalf of each of the undersigned, in any and all capacities,
every act whatsoever requisite or necessary to be done in the premises, as fully
to all intents and purposes as each of the undersigned might or could do in
person, the undersigned hereby ratifying and approving the acts of said
attorneys or any of them or of any such substitute pursuant hereto.
IN WITNESS WHEREOF, the undersigned have executed this instrument, all
as of the 12th day of February, 2003.
/s/ J. Douglas Whisenant /s/ Richard D. Rodekohr
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J. Douglas Whisenant Richard D. Rodekohr
President, Chief Executive Vice President and
Officer, and Director Treasurer
(Principal Executive Officer) (Principal Financial Officer)
/s/ Jeffrey P. Heinrichs
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Jeffrey P. Heinrichs
Controller
(Principal Accounting Officer)
/s/ Steven J. Malcolm /s/ Allison G. Bridges
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Steven J. Malcolm Allison G. Bridges
Director Director
NORTHWEST PIPELINE CORPORATION
By /s/ Richard D. Rodekohr
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Richard D. Rodekohr
Vice President and
Treasurer
ATTEST:
/s/ Brian K. Shore
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Brian K. Shore
Secretary
NORTHWEST PIPELINE CORPORATION
I, the undersigned, Brian K. Shore, Secretary of NORTHWEST PIPELINE
CORPORATION, a Delaware company (hereinafter called the "Company"), do hereby
certify that pursuant to Section 141(f) of the General Corporation Law of
Delaware, the Board of Directors of this Corporation unanimously consented, as
of February 12, 2003, to the following:
RESOLVED that the Chairman of the Board, the President or any
Vice President of the Company be, and each of them hereby is,
authorized and empowered to execute a Power of Attorney for use in
connection with the execution and filing, for and on behalf of the
Company, under the Securities Exchange Act of 1934, of the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
2002.
I further certify that the foregoing resolution has not been modified,
revoked or rescinded and is in full force and effect.
IN WITNESS WHEROF, I have hereunto set my hand and affixed the
corporate seal of NORTHWEST PIPELINE CORPORATION this 12th day of February,
2003.
/s/ Brian K. Shore
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Brian K. Shore
Secretary
(CORPORATE SEAL)