EXHIBIT 24
CERTIFIED COPY OF RESOLUTION ADOPTED AT THE
REGULAR MEETING OF THE BOARD OF DIRECTORS OF
UNION ELECTRIC COMPANY
HELD ON FRIDAY, FEBRUARY 13, 1998
RESOLVED, that the proper officers and the directors of this Company be and
hereby are authorized and directed to execute the 1997 Annual Report Form 10- K
("Form 10-K") and such amendments thereto as they may deem necessary or
desirable; that the name of any officer or director of the Company required to
sign such Form 10-K or any amendment thereto, may be signed by C. W. Mueller
and/or Donald E. Brandt and/or James C. Thompson, and/or the duly appointed
substitute thereof, pursuant to duly executed powers of attorney providing said
named persons with, among other things, full power of substitution and
revocation; and that the officers of this Company be and hereby are authorized
and directed to file such Form 10-K and any amendments thereto with the
Securities and Exchange Commission when executed by or on behalf of the proper
officers and the directors of the Company.
I hereby certify that the foregoing is a
true and correct copy of resolution adopted
at the regular meeting of the Board of
Directors of Union Electric Company, held
pursuant to due notice on Friday, February
13, 1998 at the General Office Building of
the Company, St. Louis, Missouri, and that
such resolution is still in full force and
effect.
March 25, 1998
/s/ James C. Thompson
Secretary
[Corporate Seal]
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned Donald E. Brandt
hereby appoints Charles W. Mueller and/or James C. Thompson the true and lawful
attorneys-in-fact of the undersigned, for and in the name, place and stead of
the undersigned, to affix the name of the undersigned as Senior Vice President
(Principal Accounting and Financial Officer) of Union Electric Company to the
1997 Annual Report Form 10-K and any amendments thereto to be filed with the
Securities and Exchange Commission under the Securities Exchange Act of 1934,
and, for the performance of the same acts, each with power to appoint in his
place and stead and as his substitute, one or more attorneys-in-fact for the
undersigned, with full power of revocation; hereby ratifying and confirming all
that said attorneys-in-fact may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 16th
day of March, 1998.
/s/Donald E. Brandt (L.S.)
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this 16th day of March, 1998, before me, the undersigned Notary Public
in and for said State, personally appeared Donald E. Brandt, known to me to be
the person described in and who executed the foregoing power of attorney and
acknowledged to me that he executed the same as his free act and deed for the
purposes therein stated.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official
seal.
/s/ Barbara Lungwitz
Barbara Lungwitz
Notary Public - Notary Seal
STATE OF MISSOURI
City of St. Louis
My Commission Expires Sept. 2, 1999
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned Charles W. Mueller
hereby appoints Donald E. Brandt and/or James C. Thompson the true and lawful
attorneys-in-fact of the undersigned, for and in the name, place and stead of
the undersigned, to affix the name of the undersigned as President (Principal
Executive Officer) and a Director of Union Electric Company to the 1997 Annual
Report Form 10-K and any amendments thereto to be filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, and, for the
performance of the same acts, each with power to appoint in his place and stead
and as his substitute, one or more attorneys-in-fact for the undersigned, with
full power of revocation; hereby ratifying and confirming all that said
attorneys-in-fact may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
16th day of March, 1998.
/s/ C. W. Mueller (L.S.)
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this 16th day of March, 1998, before me, the undersigned Notary Public
in and for said State, personally appeared Charles W. Mueller, known to me to be
the person described in and who executed the foregoing power of attorney and
acknowledged to me that he executed the same as his free act and deed for the
purposes therein stated.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official
seal.
/s/ Barbara Lungwitz
Barbara Lungwitz
Notary Public - Notary Seal
STATE OF MISSOURI
City of St. Louis
My Commission Expires Sept. 2, 1999
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned William E. Cornelius
hereby appoints Charles W. Mueller and/or Donald E. Brandt and/or James C.
Thompson the true and lawful attorneys-in-fact of the undersigned, for and in
the name, place and stead of the undersigned, to affix the name of the
undersigned as a Director of Union Electric Company to the 1997 Annual Report
Form 10-K and any amendments thereto to be filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, and, for the
performance of the same acts, each with power to appoint in his place and stead
and as his substitute, one or more attorneys-in-fact for the undersigned, with
full power of revocation; hereby ratifying and confirming all that said
attorneys-in-fact may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
16th day of March, 1998.
/s/ W. E. Cornelius (L.S.)
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this 16th day of March, 1998, before me, the undersigned Notary Public
in and for said State, personally appeared William E. Cornelius, known to me to
be the person de- scribed in and who executed the foregoing power of attorney
and acknowledged to me that he executed the same as his free act and deed for
the purposes therein stated.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official
seal.
/s/ Barbara Lungwitz
Barbara Lungwitz
Notary Public - Notary Seal
STATE OF MISSOURI
City of St. Louis
My Commission Expires Sept. 2, 1999
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned Thomas H. Jacobsen
hereby appoints Charles W. Mueller and/or Donald E. Brandt and/or James C.
Thompson the true and lawful attorneys-in-fact of the undersigned, for and in
the name, place and stead of the undersigned, to affix the name of the
undersigned as a Director of Union Electric Company to the 1997 Annual Report
Form 10-K and any amendments thereto to be filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, and, for the
performance of the same acts, each with power to appoint in his place and stead
and as his substitute, one or more attorneys-in-fact for the undersigned, with
full power of revocation; hereby ratifying and confirming all that said
attorneys-in-fact may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
13th day of March, 1998.
/s/ Thomas H. Jacobsen (L.S.)
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this 13th day of March, 1998, before me, the undersigned Notary Public
in and for said State, personally appeared Thomas H. Jacobsen, known to me to be
the person de- scribed in and who executed the foregoing power of attorney and
acknowledged to me that he executed the same as his free act and deed for the
purposes therein stated.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official
seal.
/s/ Mary M. Huebener
Mary M. Huebener, Notary Public
St. Louis County
[Seal] My Commission Expires
October 6, 2001
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned Richard A. Liddy
hereby appoints Charles W. Mueller and/or Donald E. Brandt and/or James C.
Thompson the true and lawful attorneys-in-fact of the undersigned, for and in
the name, place and stead of the undersigned, to affix the name of the
undersigned as a Director of Union Electric Company to the 1997 Annual Report
Form 10-K and any amendments thereto to be filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, and, for the
performance of the same acts, each with power to appoint in his place and stead
and as his substitute, one or more attorneys-in-fact for the undersigned, with
full power of revocation; hereby ratifying and confirming all that said
attorneys-in-fact may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
16th day of March, 1998.
/s/ Richard A. Liddy (L.S.)
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this 16th day of March, 1998, before me, the undersigned Notary Public
in and for said State, personally appeared Richard A. Liddy, known to me to be
the person described in and who executed the foregoing power of attorney and
acknowledged to me that he executed the same as his free act and deed for the
purposes therein stated.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official
seal.
/s/ Betty J. Olscher
Notary Public - Notary Seal
State of Missouri
St. Louis County
My Commission Exp. Mar. 14, 2001
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned Paul L. Miller, Jr.
hereby appoints Charles W. Mueller and/or Donald E. Brandt and/or James C.
Thompson the true and lawful attorneys-in-fact of the undersigned, for and in
the name, place and stead of the undersigned, to affix the name of the
undersigned as a Director of Union Electric Company to the 1997 Annual Report
Form 10-K and any amendments thereto to be filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, and, for the
performance of the same acts, each with power to appoint in his place and stead
and as his substitute, one or more attorneys-in-fact for the undersigned, with
full power of revocation; hereby ratifying and confirming all that said
attorneys-in-fact may do by virtue hereof
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
16th day of March, 1998.
/s/ Paul L. Miller, Jr. (L.S.)
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this 16th day of March, 1998, before me, the undersigned Notary Public
in and for said State, personally appeared Paul L. Miller, Jr., known to me to
be the person described in and who executed the foregoing power of attorney and
acknowledged to me that he executed the same as his free act and deed for the
purposes therein stated.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official
seal.
/s/ Barbara Lungwitz
Barbara Lungwitz
Notary Public - Notary Seal
STATE OF MISSOURI
City of St. Louis
My Commission Expires Sept. 2, 1999
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned Robert H. Quenon
hereby appoints Charles W. Mueller and/or Donald E. Brandt and/or James C.
Thompson the true and lawful attorneys-in-fact of the undersigned, for and in
the name, place and stead of the undersigned, to affix the name of the
undersigned as a Director of Union Electric Company to the 1997 Annual Report
Form 10-K and any amendments thereto to be filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, and, for the
performance of the same acts, each with power to appoint in his place and stead
and as his substitute, one or more attorneys-in-fact for the undersigned, with
full power of revocation; hereby ratifying and confirming all that said
attorneys-in-fact may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
11th day of March, 1998.
/s/ Robert H. Quenon (L.S.)
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this 11th day of March, 1998, before me, the undersigned Notary Public
in and for said State, personally appeared Robert H. Quenon, known to me to be
the person described in and who executed the foregoing power of attorney and
acknowledged to me that he executed the same as his free act and deed for the
purposes therein stated.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official
seal.
/s/ Barbara Lungwitz
Barbara Lungwitz
Notary Public - Notary Seal
STATE OF MISSOURI
City of St. Louis
My Commission Expires Sept. 2, 1999
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned Gary L. Rainwater
hereby appoints Charles W. Mueller and/or Donald E. Brandt and/or James C.
Thompson the true and lawful attorneys-in-fact of the undersigned, for and in
the name, place and stead of the undersigned, to affix the name of the
undersigned as a Director of Union Electric Company to the 1997 Annual Report
Form 10-K and any amendments thereto to be filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, and, for the
performance of the same acts, each with power to appoint in his place and stead
and as his substitute, one or more attorneys-in-fact for the undersigned, with
full power of revocation; hereby ratifying and confirming all that said
attorneys-in-fact may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
16th day of March, 1998.
/s/ Gary L. Rainwater (L.S.)
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this 16th day of March, 1998, before me, the undersigned Notary Public
in and for said State, personally appeared Gary L. Rainwater, known to me to be
the person described in and who executed the foregoing power of attorney and
acknowledged to me that he executed the same as his free act and deed for the
purposes therein stated.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official
seal.
/s/ Barbara Lungwitz
Barbara Lungwitz
Notary Public - Notary Seal
STATE OF MISSOURI
City of St. Louis
My Commission Expires Sept. 2, 1999
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned Harvey Saligman hereby
appoints Charles W. Mueller and/or Donald E. Brandt and/or James C. Thompson the
true and lawful attorneys-in-fact of the undersigned, for and in the name, place
and stead of the undersigned, to affix the name of the undersigned as a Director
of Union Electric Company to the 1997 Annual Report Form 10-K and any amendments
thereto to befiled with the Securities and Exchange Commission under the
Securities Exchange Act of 1934, and, for the performance of the same acts, each
with power to appoint in his place and stead and as his substitute, one or more
attorneys-in-fact for the undersigned, with full power of revocation; hereby
ratifying and confirming all that said attorneys-in-fact may do by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
11th day of March, 1998.
/s/ Harvey Saligman (L.S.)
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this 11th day of March, 1998, before me, the undersigned Notary Public
in and for said State, personally appeared Harvey Saligman, known to me to be
the person described in and who executed the foregoing power of attorney and
acknowledged to me that he executed the same as his free act and deed for the
purposes therein stated.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official
seal.
/s/ Theresa M. White
Theresa M. White
Notary Public - State of Missouri
St. Louis County
My Commission Expires Aug. 10, 2001
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned Janet McAfee Weakley
hereby appoints Charles W. Mueller and/or Donald E. Brandt and/or James C.
Thompson the true and lawful attorneys-in-fact of the undersigned, for and in
the name, place and stead of the undersigned, to affix the name of the
undersigned as a Director of Union Electric Company to the 1997 Annual Report
Form 10-K and any amendments thereto to be filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, and, for the
performance of the same acts, each with power to appoint in his place and stead
and as his substitute, one or more attorneys-in-fact for the undersigned, with
full power of revocation; hereby ratifying and confirming all that said
attorneys-in-fact may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand and seal this
11th day of March, 1998.
/s/ Janet M. Weakley (L.S.)
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this 11th day of March, 1998, before me, the undersigned Notary Public
in and for said State, personally appeared Janet McAfee Weakley, known to me to
be the person de- scribed in and who executed the foregoing power of attorney
and acknowledged to me that she executed the same as her free act and deed for
the purposes therein stated.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official
seal.
/s/ Kathleen D. O'Reilly
Kathleen D. O'Reilly
Notary Public - Notary Seal
STATE OF MISSOURI
St. Louis County
My Commission Expires June 2, 2001