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EXHIBIT 24.1
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 ("Northwest Pipeline"), does hereby constitute and
appoint J. FURMAN LEWIS, TIMOTHY J. HAUSLER and DAVID M. HIGBEE their true and
lawful attorneys and each of them (with full power to act without the others)
their true and lawful attorneys for them and in their name and in their
capacity as a director or officer, or both, of Northwest Pipeline, as
hereinafter set forth below their signature, to sign a registration statement
on Form S-3 for the registration on a continuing basis under Rule 415 under the
Securities Act of 1933, as amended, of up to one hundred million dollars
($100,000,000) initial aggregate offering price of Debt Securities of Northwest
Pipeline, and any and all amendments to said registration statement and any and
all instruments necessary or incidental in connection therewith; and
THAT the undersigned Northwest Pipeline does hereby constitute
and appoint J. FURMAN LEWIS, TIMOTHY J. HAUSLER and DAVID M. HIGBEE its true
and lawful attorneys and each of them (with full power to act without the
others) its true and lawful attorney for it and in its name and on its behalf
to sign said registration statement 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 10th day of August, 1995.
/s/ Brian E. O'Neill /s/ Curtis C. Kennedy
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Brian E. O'Neill Curtis C. Kennedy
President Controller
and Chief Executive Officer (Chief Accounting Officer)
(Principal Executive Officer)
/s/ Timothy J. Hausler
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Timothy J. Hausler
Vice President-Finance
& Administration & Treasurer
(Chief Financial Officer)
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/s/ Keith E. Bailey /s/ Matt J. Gillis
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Keith E. Bailey Matt J. Gillis
Director Director
/s/ Ronald M. Mucci /s/ Lewis A. Posekany, Jr.
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Ronald M. Mucci Lewis A. Posekany, Jr.
Director Director
/s/ J. Douglas Whisenant
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J. Douglas Whisenant
Director
NORTHWEST PIPELINE CORPORATION
By /s/ J. Douglas Whisenant
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J. Douglas Whisenant
Senior Vice President
ATTEST:
/s/ David M. Higbee
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David M. Higbee
Secretary