EXHIBIT 24
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each of the under signed
Directors of Aluminum Company of America (the "Company") hereby constitutes and
appoints RICHARD B. KELSON, EARNEST J. EDWARDS and DENIS A. DEMBLOWSKI, or any
of them, his true and lawful attorneys and agents to do any and all acts and
things and to execute any and all instruments which said attorneys and agents,
or any of them, may deem necessary or advisable or may be required to enable the
Company to comply with the Securities Act of 1933, as amended, and any rules,
regulations or requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under said Act of up to $750
million of convertible debt securities of the Company, up to $750 million of
convertible preferred securities of a Delaware business trust or other entity
affiliated with the Company (the "Issuer"), a guaranty by the Company of such
convertible preferred securities of the Issuer, and such number of shares of
common stock, par value $1.00 per share, of the Company as are issuable upon
conversion from time to time of any of the foregoing securities, and including
specifically, but without limiting the generality of the foregoing, power and
authority to sign the name of each of the undersigned Directors of the Company
in the capacity of Director thereof to any registration statement to be filed
with the Securities and Exchange Commission in respect of said securities, to
any and all pre-effective amendments, post-effective amendments and supplements
to any such registration statement, and to any instruments or documents filed as
part of or in connection with any such registration statement or pre-effective
amendments or post-effective amendments or supplements thereto; and the
undersigned hereby ratifies and confirms all that said attorneys and agents, or
any of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have subscribed these presents on the
date set opposite the names below.
/s/ Kenneth W. Dam
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Kenneth W. Dam March 13, 1998
/s/ Joseph T. Gorman
- --------------------------
Joseph T. Gorman March 13, 1998
/s/ Judith M. Gueron
- --------------------------
Judith M. Gueron March 13, 1998
/s/ Sir Ronald Hampel
- --------------------------
Sir Ronald Hampel March 13, 1998
/s/ John P. Mulroney
- --------------------------
John P. Mulroney March 13, 1998
/s/ Sir Arvi Parbo
- --------------------------
Sir Arvi Parbo March 13, 1998
/s/ Henry B. Schacht
- --------------------------
Henry B. Schacht March 13, 1998
/s/ Forrest N. Shumway
- --------------------------
Forrest N. Shumway March 13, 1998
/s/ Franklin A. Thomas
- --------------------------
Franklin A. Thomas March 13, 1998
/s/ Marina v.N. Whitman
- --------------------------
Marina v.N. Whitman March 13, 1998
2
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that the undersigned Executive Vice
President and Chief Financial Officer of Aluminum Company of America (the
"Company") hereby constitutes and appoints EARNEST J. EDWARDS and DENIS A.
DEMBLOWSKI, or any of them, his true and lawful attorneys and agents to do any
and all acts and things and to execute any and all instruments which said
attorneys and agents, or any of them, may deem necessary or advisable or may be
required to enable the Company to comply with the Securities Act of 1933, as
amended, and any rules, regulations or requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration
under said Act of up to $750 million of convertible debt securities of the
Company, up to $750 million of convertible preferred securities of a Delaware
business trust or other entity affiliated with the Company (the "Issuer"), a
guaranty by the Company of such convertible preferred securities of the Issuer,
and such number of shares of common stock, par value $1.00 per share, of the
Company as are issuable upon conversion from time to time of any of the
foregoing securities, and including specifically, but without limiting the
generality of the foregoing, power and authority to sign the name of the
undersigned Executive Vice President and Chief Financial Officer of the Company
in the capacity of Principal Financial Officer thereof to any registration
statement to be filed with the Securities and Exchange Commission in respect of
said securities, to any and all pre-effective amendments, post-effective
amendments and supplements to any such registration statement, and to any
instruments or documents filed as part of or in connection with any such
registration statement or pre-effective amendments or post-effective amendments
or supplements thereto; and the under signed hereby ratifies and confirms all
that said attorneys and agents, or any of them, shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents on the
date set opposite the name below.
/s/ Richard B. Kelson
---------------------------------
Richard B. Kelson March 13, 1998
Executive Vice President and
Chief Financial Officer
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that the undersigned Senior Vice
President and Controller of Aluminum Company of America (the "Company") hereby
constitutes and appoints RICHARD B. KELSON and DENIS A. DEMBLOWSKI, or any of
them, his true and lawful attorneys and agents to do any and all acts and things
and to execute any and all instruments which said attorneys and agents, or any
of them, may deem necessary or advisable or may be required to enable the
Company to comply with the Securities Act of 1933, as amended, and any rules,
regulations or requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under said Act of up to $750
million of convertible debt securities of the Company, up to $750 million of
convertible preferred securities of a Delaware business trust or other entity
affiliated with the Company (the "Issuer"), a guaranty by the Company of such
convertible preferred securities of the Issuer, and such number of shares of
common stock, par value $1.00 per share, of the Company as are issuable upon
conversion from time to time of any of the foregoing securities, and including
specifically, but without limiting the generality of the foregoing, power and
authority to sign the name of the undersigned Senior Vice President and
Controller of the Company in the capacity of Principal Accounting Officer
thereof to any registration statement to be filed with the Securi ties and
Exchange Commission in respect of said securities, to any and all pre-effective
amendments, post-effective amendments and supplements to any such registration
statement, and to any instruments or documents filed as part of or in connection
with any such registration statement or pre-effective amendments or post-
effective amendments or supplements thereto; and the undersigned hereby ratifies
and confirms all that said attorneys and agents, or any of them, shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents on the
date set opposite the name below.
/s/ Earnest J. Edwards
- ---------------------------------
Earnest J. Edwards March 13, 1998
Vice President and Controller
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that the undersigned Chairman of the
Board and Chief Executive Officer of Aluminum Company of America (the "Company")
hereby constitutes and appoints RICHARD B. KELSON, EARNEST J. EDWARDS and DENIS
A. DEMBLOWSKI, or any of them, his true and lawful attorneys and agents to do
any and all acts and things and to execute any and all instruments which said
attorneys and agents, or any of them, may deem necessary or advisable or may be
required to enable the Company to comply with the Securities Act of 1933, as
amended, and any rules, regulations or requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration
under said Act of up to $750 million of convertible debt securities of the
Company, up to $750 million of convertible preferred securities of a Delaware
business trust or other entity affiliated with the Company (the "Issuer"), a
guaranty by the Company of such convertible preferred securities of the Issuer,
and such number of shares of common stock, par value $1.00 per share, of the
Company as are issuable upon conversion from time to time of any of the
foregoing securities, and including specifically, but without limiting the
generality of the foregoing, power and authority to sign the name of the
undersigned Chairman of the Board and Chief Executive Officer of the Company in
the capacity of Principal Executive Officer thereof to any registration
statement to be filed with the Securities and Exchange Commission in respect of
said securities, to any and all pre-effective amendments, post-effective
amendments and supplements to any such registration statement, and to any
instruments or documents filed as part of or in connection with any such
registration statement or pre-effective amendments or post-effective amendments
or supplements thereto; and the undersigned hereby ratifies and confirms all
that said attorneys and agents, or any of them, shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents on the
date set opposite the name below.
/s/ Paul H. O'Neill
------------------------------
Paul H. O'Neill March 13, 1998
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that the undersigned Director of
Aluminum Company of America (the "Company") hereby constitutes and appoints
RICHARD B. KELSON, EARNEST J. EDWARDS and DENIS A. DEMBLOWSKI, or any of them,
his true and lawful attorneys and agents to do any and all acts and things and
to execute any and all instruments which said attorneys and agents, or any of
them, may deem necessary or advisable or may be required to enable the Company
to comply with the Securities Act of 1933, as amended, and any rules,
regulations or requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under said Act of up to $750
million of convertible preferred securities of the Company, up to $750 million
of convertible preferred securities of a Delaware business trust or other entity
affiliated with the Company (the "Issuer"), a guaranty by the Company of such
convertible preferred securities of the Issuer, and such number of shares of
common stock, par value $1.00 per share, of the Company as are issuable upon
conversion from time to time of any of the foregoing securities, and including
specifically, but without limiting the generality of the foregoing, power and
authority to sign the name of the undersigned Director of the Company in the
capacity of Director thereof to any registration statement to be filed with the
Securities and Exchange Commission in respect of said securities, to any and all
pre-effective amendments, post-effective amendments and supplements to any such
registration statement, and to any instruments or documents filed as part of
or in connection with any such registration statement or pre-effective
amendments or post-effective amendments or supplements thereto; and the
undersigned hereby ratifies and confirms all that said attorneys and agents, or
any of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents on the
date set opposite the name below.
/s/ Hugh M. Morgan
- ------------------------------------
Hugh M. Morgan May 22, 1998
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each of the under signed
Directors of Aluminum Company of America (the "Company") hereby constitutes and
appoints RICHARD B. KELSON, EARNEST J. EDWARDS and DENIS A. DEMBLOWSKI, or any
of them, his true and lawful attorneys and agents to do any and all acts and
things and to execute any and all instruments which said attorneys and agents,
or any of them, may deem necessary or advisable or may be required to enable the
Company to comply with the Securities Act of 1933, as amended, and any rules,
regulations or requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under said Act of up to $1 billion
of securities, including but not limited to, debt, convertible, common,
preferred or hybrid securities of the Company, including specifically, but
without limiting the generality of the foregoing, power and authority to sign
the name of each of the undersigned Directors of the Company in the capacity of
Director thereof to any registration statement to be filed with the Securities
and Exchange Commission in respect of said securities, to any and all pre-
effective amendments, post-effective amendments and supplements to any such
registration statement, and to any instruments or documents filed as part of or
in connection with any such registration statement or pre-effective amendments
or post-effective amendments or supplements thereto; and the undersigned hereby
ratifies and confirms all that said attorneys and agents, or any of them, shall
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have subscribed these presents on the
date set opposite the names below.
/s/ Kenneth W. Dam
- --------------------------
Kenneth W. Dam
March 13, 1998
/s/ Joseph T. Gorman
- --------------------------
Joseph T. Gorman
March 13, 1998
/s/ Judith M. Gueron
- --------------------------
Judith M. Gueron
March 13, 1998
/s/ Sir Ronald Hampel
- --------------------------
Sir Ronald Hampel
March 13, 1998
/s/ John P. Mulroney
- --------------------------
John P. Mulroney
March 13, 1998
/s/ Sir Arvi Parbo
- --------------------------
Sir Arvi Parbo
March 13, 1998
/s/ Henry B. Schacht
- --------------------------
Henry B. Schacht
March 13, 1998
/s/ Forrest N. Shumway
- --------------------------
Forrest N. Shumway
March 13, 1998
/s/ Franklin A. Thomas
- --------------------------
Franklin A. Thomas
March 13, 1998
/s/ Marina v.N. Whitman
- --------------------------
Marina v.N. Whitman
March 13, 1998
2
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that the undersigned Executive Vice
President and Chief Financial Officer of Aluminum Company of America (the
"Company") hereby constitutes and appoints EARNEST J. EDWARDS and DENIS A.
DEMBLOWSKI, or either of them, his true and lawful attorneys and agents to do
any and all acts and things and to execute any and all instruments which said
attorneys and agents, or either of them, may deem necessary or advisable or may
be required to enable the Company to comply with the Securities Act of 1933, as
amended, and any rules, regulations or requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration
under said Act of up to $1 billion of securities, including but not limited to,
debt, convertible, common, preferred or hybrid securities of the Company,
including specifically, but without limiting the generality of the foregoing,
power and authority to sign the name of the undersigned Executive Vice President
and Chief Financial Officer of the Company in the capacity of Principal
Financial Officer thereof to any registration statement to be filed with the
Securities and Exchange Commission in respect of said securities, to any and all
pre-effective amendments, post-effective amendments and supplements to any such
registration statement, and to any instruments or documents filed as part of or
in connection with any such registration statement or pre-effective amendments
or post-effective amendments or supplements thereto; and the undersigned hereby
ratifies and confirms all that said attorneys and agents, or either of them,
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have subscribed these presents on the
date set opposite the name below.
/s/ B. Kelson
- ----------------------------
Richard B. Kelson March 13, 1998
Executive Vice President and
Chief Financial Officer
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that the undersigned Senior Vice
President and Controller of Aluminum Company of America (the "Company") hereby
constitutes and appoints RICHARD B. KELSON and DENIS A. DEMBLOWSKI, or either of
them, his true and lawful attorneys and agents to do any and all acts and things
and to execute any and all instruments which said attorneys and agents, or any
of them, may deem necessary or advisable or may be required to enable the
Company to comply with the Securities Act of 1933, as amended, and any rules,
regulations or requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under said Act of up to $1 billion
of securities, including but not limited to, debt, convertible, common,
preferred or hybrid securities of the Company, including specifically, but
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned Senior Vice President and Controller of the Company
in the capacity of Principal Accounting Officer thereof to any registration
statement to be filed with the Securities and Exchange Commission in respect of
said securities, to any and all pre-effective amendments, post-effective
amendments and supplements to any such registration statement, and to any
instruments or documents filed as part of or in connection with any such
registration statement or pre-effective amendments or post-effective amendments
or supplements thereto; and the undersigned hereby ratifies and confirms all
that said attorneys and agents, or either of them, shall do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned have subscribed these presents on the
date set opposite the name below.
/s/ Earnest J. Edwards
- ------------------------------
Earnest J. Edwards March 13, 1998
Senior Vice President and Controller
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that the undersigned Chairman of the
Board and Chief Executive Officer of Aluminum Company of America (the "Company")
hereby constitutes and appoints RICHARD B. KELSON, EARNEST J. EDWARDS and DENIS
A. DEMBLOWSKI, or any of them, his true and lawful attorneys and agents to do
any and all acts and things and to execute any and all instruments which said
attorneys and agents, or any of them, may deem necessary or advisable or may be
required to enable the Company to comply with the Securities Act of 1933, as
amended, and any rules, regulations or requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration
under said Act of up to $1 billion of securities, including but not limited to,
debt, convertible, common, preferred or hybrid securities of the Company,
including specifically, but without limiting the generality of the foregoing,
power and authority to sign the name of the undersigned Chairman of the Board
and Principal Executive Officer and/or Director thereof to any registration
statement to be filed with the Securities and Exchange Commission in respect of
said securities, to any and all pre-effective amendments, post-effective
amendments and supplements to any such registration statement, and to any
instruments or documents filed as part of or in connection with any such
registration statement or pre-effective amendments or post-effective amendments
or supplements thereto; and the under signed hereby ratifies and confirms all
that said attorneys and agents, or any of them, shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned have subscribed these presents on the
date set opposite the name below.
/s/ Paul H. O'Neill
- --------------------------
Paul H. O'Neill March 13, 1998
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that the undersigned Director of
Aluminum Company of America (the "Company") hereby constitutes and appoints
RICHARD B. KELSON, EARNEST J. EDWARDS and DENIS A. DEMBLOWSKI, or any of them,
his true and lawful attorneys and agents to do any and all acts and things and
to execute any and all instruments which said attorneys and agents, or any of
them, may deem necessary or advisable or may be required to enable the Company
to comply with the Securities Act of 1933, as amended, and any rules,
regulations or requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under said Act of up to $1 billion
of securities, including but not limited to, debt, convertible, common,
preferred or hybrid securities of the Company, including specifically, but
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned Director of the Company in the capacity of Director
thereof to any registration statement to be filed with the Securities and
Exchange Commission in respect of said securities, to any and all pre-effective
amendments, post-effective amendments and supplements to any such registration
statement, and to any instruments or documents filed as part of or in connection
with any such registration statement or pre-effective amendments or post-
effective amendments or supplements thereto; and the undersigned hereby ratifies
and confirms all that said attorneys and agents, or any of them, shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents on the
date set opposite the name below.
/s/ Hugh M. Morgan
- --------------------------
Hugh M. Morgan May 22, 1998