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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 10, 1995, 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resolutions have not been amended, modified, rescinded or revoked and are in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 21st day of March, 1995.
/s/ Hurley D. Smith
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Hurley D. Smith
Secretary
[Corporate Seal]
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EXHIBIT 1
RESOLUTIONS
RESOLVED, That preparation of an Annual Report of the Company on Form 10-K
for the year 1994, 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,
T. F. Marrs, 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, T. F. Marrs, 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 1994 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 10th day of March, 1995.
G. C. Smith William E. Odom
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(G. C. Smith) (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 Terry F. Marrs
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(Edsel B. Ford II) (Terry F. Marrs)
David N. McCammon
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(David N. McCammon)