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EXHIBIT 24
FORD MOTOR CREDIT COMPANY
CERTIFICATE OF SECRETARY
The undersigned, Hurley D. Smith, Secretary of FORD MOTOR CREDIT
COMPANY, a Delaware corporation (the "Company"), DOES HEREBY CERTIFY that the
resolutions attached as Exhibit 1 to this Certificate were duly adopted by the
Board of Directors of the Company on March 9, 1994, at a meeting duly called
and held at which a quorum was present and acted throughout, and such
resolutions have not been amended, modified, rescinded or revoked and are in
full force and effect on the date hereof.
WITNESS my hand and the seal of the Company this 28th day of March,
1994.
/s/ Hurley D. Smith
____________________________
Hurley D. Smith
Secretary
[Corporate Seal]
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Exhibit 1
RESOLUTIONS
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RESOLVED, That preparation of an Annual Report of the Company on Form
10-K for the year 1993, including exhibits and other documents, to be filed
with the Securities and Exchange Commission (the "Commission") under the
Securities Exchange Act of 1934, as amended, be and it hereby is in all
respects authorized and approved; that the directors and appropriate officers
of the Company, and each of them, be and hereby are authorized to sign and
execute on their own behalf, or in the name and on behalf of the Company, or
both, as the case may be, such Annual Report, and any and all amendments
thereto, with such changes therein as such directors and officers may deem
necessary, appropriate or desirable, as conclusively evidenced by their
execution thereof; and that the appropriate officers of the Company, and each
of them, be and hereby are authorized to cause such Annual Report and any such
amendments, so executed, to be filed with the Commission.
RESOLVED, That each officer and director who may be required to sign
and execute such Annual Report or any amendment thereto or document in
connection therewith (whether in the name and on behalf of the Company, or as
an officer or director of the Company, or otherwise), be and hereby is
authorized to execute a power of attorney appointing W. E. Odom, E. B. Ford II,
K. J. Coates, P. W. Lewis, J. D. Bringard, H. D. Smith, R. P. Conrad and S. P.
Thomas, and each of them, severally, his true and lawful attorney or attorneys
to sign in his name, place and stead in any such capacity such Annual Report
and any and all amendments thereto and documents in connection therewith, and
to file the same with the Commission, each of said attorneys to have power to
act with or without the other, and to have full power and authority to do and
perform in the name and on behalf of each of said officers and directors who
shall have executed such power of attorney, every act whatsoever which such
attorneys, or any of them, may deem necessary, appropriate or desirable to be
done in connection therewith as fully and to all intents and purposes as such
officers or directors might or could do in person.
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POWER OF ATTORNEY WITH RESPECT TO
ANNUAL REPORT ON FORM 10-K
OF FORD MOTOR CREDIT COMPANY
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned, an
officer and/or director of FORD MOTOR CREDIT COMPANY, does hereby constitute
and appoint W. E. Odom, E. B. Ford II, K. J. Coates, P. W. Lewis, J. D.
Bringard, H. D. Smith, R. P. Conrad and S. P. Thomas, and each of them,
severally, his true and lawful attorney and agent at any time and from time to
time to do any and all acts and things and execute, in his name (whether on
behalf of FORD MOTOR CREDIT COMPANY, or as an officer or director of FORD MOTOR
CREDIT COMPANY, or by attesting the seal of FORD MOTOR CREDIT COMPANY, or
otherwise) any and all instruments which said attorney and agent may deem
necessary or advisable in order to enable FORD MOTOR CREDIT COMPANY to comply
with the Securities Exchange Act of 1934, as amended, and any requirements of
the Securities and Exchange Commission in respect thereof, in connection with
the Annual Report of FORD MOTOR CREDIT COMPANY on Form 10-K for the year 1993
and any and all amendments thereto, as heretofore duly authorized by the Board
of Directors of FORD MOTOR CREDIT COMPANY, including specifically but without
limitation thereto, power and authority to sign his name (whether on behalf of
FORD MOTOR CREDIT COMPANY, or as an officer or director of FORD MOTOR CREDIT
COMPANY, or by attesting the seal of FORD MOTOR CREDIT COMPANY, or otherwise)
to such Annual Report and to any such amendments to be filed with the
Securities and Exchange Commission, or any of the exhibits or financial
statements and schedules filed therewith, and to file the same with the
Securities and Exchange Commission; and the undersigned does hereby ratify and
confirm all that said attorneys and agents, and each of them, shall do or cause
to be done by virtue hereof. Any one of said attorneys and agents shall have,
and may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, each of the undersigned has signed his name hereto
as of the 9th day of March, 1994.
M. I. Auld William E. Odom
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(M. I. Auld) (William E. Odom)
J. G. Clissold Robert D. Warner
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(J. G. Clissold) (Robert D. Warner)
Kenneth J. Coates Kenneth Whipple
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(Kenneth J. Coates) (Kenneth Whipple)
Edsel B. Ford II Paul W. Lewis
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(Edsel B. Ford II) (Paul W. Lewis)
David N. McCammon
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(David N. McCammon)