Exhibit 99(i)(ii)
[SUEZ LYONNAISE DES EAUX LETTERHEAD]
Power of Attorney
The undersigned, Gerard Mestrallet, Chairman of the Board, by
resolutions of the Board of Directors dated June 30, 1997 and October 19,
1998, does hereby grant, with power of delegation, to
Mr. Philippe de Margeril, Secretary,
the power to:
o sign any present or future correspondence of the Company;
o contract for insurance, pay insurance premiums, and accept and
receive compensation;
o represent the Company in all trade associations or related groups
in which the Company participates or of which the Company is a
member;
o file all applications for the registration of all trademarks,
patents and other intellectual property rights, enter into
licensing arrangements, with the authority to delegate this power
to the Company's attorneys or other advisors;
o purchase supplies and furniture in furtherance of the Company's
objectives;
o enter into and cancel bailments and leases for real and personal
property;
o subscribe for, acquire or sell any capital stock or obligation of
any entity;
o open, in the Company's name, bank accounts with any private or
public banking organization;
o make deposits, withdrawals and transfers of funds on behalf of
the Company;
o sign all checks and other negotiable instruments in the name and
on behalf of the Company;
o establish and sign statements of account and promissory notes or
similar obligations which are or could be owed to the Company
from any source;
o collect on any amounts that may be due to the Company from any
source, and provide receipt thereof;
o pay all amounts due by the Company and obtain receipt thereof;
o take any action necessary to collect on amounts due to the
Company in the event of default or non-payment;
o take legal action on behalf of the Company against debtors of the
Company, respond to requests for information, and settle any
disputes;
o represent the Company in judicial proceedings as either plaintiff
or defendant, agree to venue, participate in motions, and defend
the Company before any competent court, sign and file complaints
or responsive pleadings, propose and accept any settlement
offers, satisfy all judgments against the Company, waive or drop
claims, and participate in appeals;
o make all appropriate declarations to taxing authorities, pay
taxes, petition or appeal any decision relating to tax exemptions
or returns, defend the Company before any competent tax court or
administrative body, sign and file complaints or responsive
pleadings, propose and accept any settlement offers, satisfy all
judgments against the Company, waive or drop claims, and
participate in appeals;
o take all action necessary for the Company to be and remain in
good standing under the laws of all jurisdictions in which the
Company operates or does business;
o contract on behalf of the Company; and
o be an officer of the Company with respect to the Company's
operations in France and abroad.
And to take all action necessary to effectuate the above-listed
powers.
This power of attorney hereby voids and supercedes the power of
attorney dated July 1, 1997 relating to the subject matter hereof.
/s/ Gerard Mestrallet
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Gerard Mestrallet
Nanterre, France, October 27, 1998
[SUEZ LYONNAISE DES EAUX LETTERHEAD]
Power of Attorney
The undersigned, Philippe de Margerie, Secretary, by the power of
authority dated October 27, 1998 by Gerard Mestrallet, does hereby grant,
Mr. Patrice Herbet, French and International General Counsel
the power to:
o sign any present or future correspondence of the Company;
o file all applications for the registration of all trademarks,
patents and other intellectual property rights, enter into
licensing arrangements, with the authority to delegate this power
to the Company's attorneys or other advisors;
o establish and sign statements of account and promissory notes or
similar obligations which are or could be owed to the Company
from any source;
o take any action necessary to collect on amounts due to the
Company in the event of default or non-payment;
o take legal action on behalf of the Company against debtors of the
Company, respond to requests for information, and settle any
disputes;
o represent the Company in judicial proceedings as either plaintiff
or defendant, agree to venue, participate in motions, and defend
the Company before any competent court, sign and file complaints
or responsive pleadings, propose and accept any settlement
offers, satisfy all judgments against the Company, waive or drop
claims, and participate in appeals;
o take all action necessary for the Company to be and remain in
good standing under the laws of all jurisdictions in which the
Company operates or does business;
o negotiate and contract on behalf of the Company; and
o be an officer of the Company with respect to operations in France
and abroad.
And to take all action necessary to effectuate the above-listed
powers.
s/ Philippe de Margerie
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Philippe de Margerie
Nanterre, France, October 27, 1998