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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 February 26, 1998, 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not been amended, modified, rescinded or revoked and are in full force and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 19th day of March, 1998.
/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 1997, 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 K. Whipple, E. B. Ford II, K. J. Coates, E. S.
Acton, 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
K. Whipple, E. B. Ford II, K. J. Coates, E. S. Acton, 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 1997 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 26th day of February, 1998.
G. C. SMITH J. M. DEVINE
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(G. C. Smith) (J. M. Devine)
J. G. CLISSOLD M. S. MACDONALD
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(J. G. Clissold) (M. S. Macdonald)
K. J. COATES K. WHIPPLE
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(K. J. Coates) (K. Whipple)
E. B. FORD II E. S. ACTON
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(E. B. Ford II) (E. S. Acton)
D. C. FLANIGAN
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(D. C. Flanigan)