KEYSPAN CORPORATION
POWER OF ATTORNEY
WHEREAS, KeySpan Corporation, a New York corporation (the
"Company"), intends to file with the Securities and Exchange Commission under
the Securities Exchange Act of 1934, as amended, an Annual Report on Form 10-K
as prescribed by said Commission pursuant to said Act and the rules and
regulations promulgated thereunder.
NOW, THEREFORE, in my capacity either as a director or
officer, or both as the case may be, of the Company, I do hereby appoint GERALD
LUTERMAN and ROBERT R. WIECZOREK, and each of them severally, as my
attorneys-in-fact with power to execute in my name and place, and in my capacity
as a director, officer, or both, as the case may be, of KeySpan Corporation,
said Report, any amendment to said Report and any other documents required in
connection therewith, and to file the same with the Securities and Exchange
Commission.
IN WITNESS WHEREOF, I have executed this power of attorney
this 9th day of March, 2000.
/s/ Robert B. Catell
Robert B. Catell
Chief Executive Officer and
Chairman of the
Board of Directors
KEYSPAN CORPORATION
POWER OF ATTORNEY
WHEREAS, KeySpan Corporation, a New York corporation (the
"Company"), intends to file with the Securities and Exchange Commission under
the Securities Exchange Act of 1934, as amended, an Annual Report on Form 10-K
as prescribed by said Commission pursuant to said Act and the rules and
regulations promulgated thereunder.
NOW, THEREFORE, in my capacity either as a director or
officer, or both as the case may be, of the Company, I do hereby appoint GERALD
LUTERMAN and ROBERT R. WIECZOREK, and each of them severally, as my
attorneys-in-fact with power to execute in my name and place, and in my capacity
as a director, officer, or both, as the case may be, of KeySpan Corporation,
said Report, any amendment to said Report and any other documents required in
connection therewith, and to file the same with the Securities and Exchange
Commission.
IN WITNESS WHEREOF, I have executed this power of attorney
this 9th day of March, 2000.
/s/ Lilyan H. Affinito
Director
KEYSPAN CORPORATION
POWER OF ATTORNEY
WHEREAS, KeySpan Corporation, a New York corporation (the
"Company"), intends to file with the Securities and Exchange Commission under
the Securities Exchange Act of 1934, as amended, an Annual Report on Form 10-K
as prescribed by said Commission pursuant to said Act and the rules and
regulations promulgated thereunder.
NOW, THEREFORE, in my capacity either as a director or
officer, or both as the case may be, of the Company, I do hereby appoint GERALD
LUTERMAN and ROBERT R. WIECZOREK, and each of them severally, as my
attorneys-in-fact with power to execute in my name and place, and in my capacity
as a director, officer, or both, as the case may be, of KeySpan Corporation,
said Report, any amendment to said Report and any other documents required in
connection therewith, and to file the same with the Securities and Exchange
Commission.
IN WITNESS WHEREOF, I have executed this power of attorney
this 9th day of March, 2000.
/s/ George Bugliarello
Director
KEYSPAN CORPORATION
POWER OF ATTORNEY
WHEREAS, KeySpan Corporation, a New York corporation (the
"Company"), intends to file with the Securities and Exchange Commission under
the Securities Exchange Act of 1934, as amended, an Annual Report on Form 10-K
as prescribed by said Commission pursuant to said Act and the rules and
regulations promulgated thereunder.
NOW, THEREFORE, in my capacity either as a director or
officer, or both as the case may be, of the Company, I do hereby appoint GERALD
LUTERMAN and ROBERT R. WIECZOREK, and each of them severally, as my
attorneys-in-fact with power to execute in my name and place, and in my capacity
as a director, officer, or both, as the case may be, of KeySpan Corporation,
said Report, any amendment to said Report and any other documents required in
connection therewith, and to file the same with the Securities and Exchange
Commission.
IN WITNESS WHEREOF, I have executed this power of attorney
this 9th day of March, 2000.
/s/ Howard R. Curd
Director
KEYSPAN CORPORATION
POWER OF ATTORNEY
WHEREAS, KeySpan Corporation, a New York corporation (the
"Company"), intends to file with the Securities and Exchange Commission under
the Securities Exchange Act of 1934, as amended, an Annual Report on Form 10-K
as prescribed by said Commission pursuant to said Act and the rules and
regulations promulgated thereunder.
NOW, THEREFORE, in my capacity either as a director or
officer, or both as the case may be, of the Company, I do hereby appoint GERALD
LUTERMAN and ROBERT R. WIECZOREK, and each of them severally, as my
attorneys-in-fact with power to execute in my name and place, and in my capacity
as a director, officer, or both, as the case may be, of KeySpan Corporation,
said Report, any amendment to said Report and any other documents required in
connection therewith, and to file the same with the Securities and Exchange
Commission.
IN WITNESS WHEREOF, I have executed this power of attorney
this 9th day of March, 2000.
/s/ Richard N. Daniel
Director
KEYSPAN CORPORATION
POWER OF ATTORNEY
WHEREAS, KeySpan Corporation, a New York corporation (the
"Company"), intends to file with the Securities and Exchange Commission under
the Securities Exchange Act of 1934, as amended, an Annual Report on Form 10-K
as prescribed by said Commission pursuant to said Act and the rules and
regulations promulgated thereunder.
NOW, THEREFORE, in my capacity either as a director or
officer, or both as the case may be, of the Company, I do hereby appoint GERALD
LUTERMAN and ROBERT R. WIECZOREK, and each of them severally, as my
attorneys-in-fact with power to execute in my name and place, and in my capacity
as a director, officer, or both, as the case may be, of KeySpan Corporation,
said Report, any amendment to said Report and any other documents required in
connection therewith, and to file the same with the Securities and Exchange
Commission.
IN WITNESS WHEREOF, I have executed this power of attorney
this 9th day of March, 2000.
/s/ Donald H. Elliott
Director
KEYSPAN CORPORATION
POWER OF ATTORNEY
WHEREAS, KeySpan Corporation, a New York corporation (the
"Company"), intends to file with the Securities and Exchange Commission under
the Securities Exchange Act of 1934, as amended, an Annual Report on Form 10-K
as prescribed by said Commission pursuant to said Act and the rules and
regulations promulgated thereunder.
NOW, THEREFORE, in my capacity either as a director or
officer, or both as the case may be, of the Company, I do hereby appoint GERALD
LUTERMAN and ROBERT R. WIECZOREK, and each of them severally, as my
attorneys-in-fact with power to execute in my name and place, and in my capacity
as a director, officer, or both, as the case may be, of KeySpan Corporation,
said Report, any amendment to said Report and any other documents required in
connection therewith, and to file the same with the Securities and Exchange
Commission.
IN WITNESS WHEREOF, I have executed this power of attorney
this 9th day of March, 2000.
/s/ Alan H. Fishman
Director
KEYSPAN CORPORATION
POWER OF ATTORNEY
WHEREAS, KeySpan Corporation, a New York corporation (the
"Company"), intends to file with the Securities and Exchange Commission under
the Securities Exchange Act of 1934, as amended, an Annual Report on Form 10-K
as prescribed by said Commission pursuant to said Act and the rules and
regulations promulgated thereunder.
NOW, THEREFORE, in my capacity either as a director or
officer, or both as the case may be, of the Company, I do hereby appoint GERALD
LUTERMAN and ROBERT R. WIECZOREK, and each of them severally, as my
attorneys-in-fact with power to execute in my name and place, and in my capacity
as a director, officer, or both, as the case may be, of KeySpan Corporation,
said Report, any amendment to said Report and any other documents required in
connection therewith, and to file the same with the Securities and Exchange
Commission.
IN WITNESS WHEREOF, I have executed this power of attorney
this 9th day of March, 2000.
/s/ James R. Jones
Director
KEYSPAN CORPORATION
POWER OF ATTORNEY
WHEREAS, KeySpan Corporation, a New York corporation (the
"Company"), intends to file with the Securities and Exchange Commission under
the Securities Exchange Act of 1934, as amended, an Annual Report on Form 10-K
as prescribed by said Commission pursuant to said Act and the rules and
regulations promulgated thereunder.
NOW, THEREFORE, in my capacity either as a director or
officer, or both as the case may be, of the Company, I do hereby appoint GERALD
LUTERMAN and ROBERT R. WIECZOREK, and each of them severally, as my
attorneys-in-fact with power to execute in my name and place, and in my capacity
as a director, officer, or both, as the case may be, of KeySpan Corporation,
said Report, any amendment to said Report and any other documents required in
connection therewith, and to file the same with the Securities and Exchange
Commission.
IN WITNESS WHEREOF, I have executed this power of attorney
this 9th day of March, 2000.
/s/ Stephen W. McKessy
Director
KEYSPAN CORPORATION
POWER OF ATTORNEY
WHEREAS, KeySpan Corporation, a New York corporation (the
"Company"), intends to file with the Securities and Exchange Commission under
the Securities Exchange Act of 1934, as amended, an Annual Report on Form 10-K
as prescribed by said Commission pursuant to said Act and the rules and
regulations promulgated thereunder.
NOW, THEREFORE, in my capacity either as a director or
officer, or both as the case may be, of the Company, I do hereby appoint GERALD
LUTERMAN and ROBERT R. WIECZOREK, and each of them severally, as my
attorneys-in-fact with power to execute in my name and place, and in my capacity
as a director, officer, or both, as the case may be, of KeySpan Corporation,
said Report, any amendment to said Report and any other documents required in
connection therewith, and to file the same with the Securities and Exchange
Commission.
IN WITNESS WHEREOF, I have executed this power of attorney
this 9th day of March, 2000.
/s/ Edward D. Miller
Director
KEYSPAN CORPORATION
POWER OF ATTORNEY
WHEREAS, KeySpan Corporation, a New York corporation (the
"Company"), intends to file with the Securities and Exchange Commission under
the Securities Exchange Act of 1934, as amended, an Annual Report on Form 10-K
as prescribed by said Commission pursuant to said Act and the rules and
regulations promulgated thereunder.
NOW, THEREFORE, in my capacity either as a director or
officer, or both as the case may be, of the Company, I do hereby appoint GERALD
LUTERMAN and ROBERT R. WIECZOREK, and each of them severally, as my
attorneys-in-fact with power to execute in my name and place, and in my capacity
as a director, officer, or both, as the case may be, of KeySpan Corporation,
said Report, any amendment to said Report and any other documents required in
connection therewith, and to file the same with the Securities and Exchange
Commission.
IN WITNESS WHEREOF, I have executed this power of attorney
this 9th day of March, 2000.
/s/ Basil A. Paterson
Director
KEYSPAN CORPORATION
POWER OF ATTORNEY
WHEREAS, KeySpan Corporation, a New York corporation (the
"Company"), intends to file with the Securities and Exchange Commission under
the Securities Exchange Act of 1934, as amended, an Annual Report on Form 10-K
as prescribed by said Commission pursuant to said Act and the rules and
regulations promulgated thereunder.
NOW, THEREFORE, in my capacity either as a director or
officer, or both as the case may be, of the Company, I do hereby appoint GERALD
LUTERMAN and ROBERT R. WIECZOREK, and each of them severally, as my
attorneys-in-fact with power to execute in my name and place, and in my capacity
as a director, officer, or both, as the case may be, of KeySpan Corporation,
said Report, any amendment to said Report and any other documents required in
connection therewith, and to file the same with the Securities and Exchange
Commission.
IN WITNESS WHEREOF, I have executed this power of attorney
this 9th day of March, 2000.
/s/ James Q. Riordan
Director
KEYSPAN CORPORATION
POWER OF ATTORNEY
WHEREAS, KeySpan Corporation, a New York corporation (the
"Company"), intends to file with the Securities and Exchange Commission under
the Securities Exchange Act of 1934, as amended, an Annual Report on Form 10-K
as prescribed by said Commission pursuant to said Act and the rules and
regulations promulgated thereunder.
NOW, THEREFORE, in my capacity either as a director or
officer, or both as the case may be, of the Company, I do hereby appoint GERALD
LUTERMAN and ROBERT R. WIECZOREK, and each of them severally, as my
attorneys-in-fact with power to execute in my name and place, and in my capacity
as a director, officer, or both, as the case may be, of KeySpan Corporation,
said Report, any amendment to said Report and any other documents required in
connection therewith, and to file the same with the Securities and Exchange
Commission.
IN WITNESS WHEREOF, I have executed this power of attorney
this 9th day of March, 2000.
/s/ Frederic V. Salerno
Director
KEYSPAN CORPORATION
POWER OF ATTORNEY
WHEREAS, KeySpan Corporation, a New York corporation (the
"Company"), intends to file with the Securities and Exchange Commission under
the Securities Exchange Act of 1934, as amended, an Annual Report on Form 10-K
as prescribed by said Commission pursuant to said Act and the rules and
regulations promulgated thereunder.
NOW, THEREFORE, in my capacity either as a director or
officer, or both as the case may be, of the Company, I do hereby appoint GERALD
LUTERMAN and ROBERT R. WIECZOREK, and each of them severally, as my
attorneys-in-fact with power to execute in my name and place, and in my capacity
as a director, officer, or both, as the case may be, of KeySpan Corporation,
said Report, any amendment to said Report and any other documents required in
connection therewith, and to file the same with the Securities and Exchange
Commission.
IN WITNESS WHEREOF, I have executed this power of attorney
this 9th day of March, 2000.
/s/ Vincent Tese
Director
Exhibit 24.2
The Chairman reported that the Corporation intends to file its Report
on Form 10-K for the fiscal year ended December 31, 1999 and mail proxy
materials to shareholders relative to its Annual Meeting of Shareholders on May
11, 2000. After discussion, upon motion duly seconded, it was
RESOLVED, That the proper officers of the Corporation be, and
hereby are, and each of them with the full authority without the others
hereby is, authorized, empowered and directed, in the name and on
behalf of the Corporation, to execute the Corporation's Form 10-K for
the year ended December 31, 1999, in a form substantially similar to
the form to be provided to the Directors of the Corporation for their
review, with such changes as such proper officers, with the advice of
counsel deemed necessary or desirable, the execution by such proper
officers to be conclusive evidence that they or he/she deemed such
changes to be necessary or desirable, and to execute any amendment to
such Form 10-K, to procure all necessary signatures thereon, and to
file such Form 10-K and any amendment when so executed (together with
appropriate exhibits thereto) with the Securities Exchange Commission;
RESOLVED, That the proper officers of the Corporation be, and
hereby are, and each of them with the full authority without the others
hereby is, authorized, empowered and directed, in the name and on
behalf of the Corporation, to cause copies of the Corporation's notice
of annual meeting of shareholders, proxy statement, proxy and annual
report, in a form substantially similar to the form to be provided to
the Directors of the Corporation for their review, with such changes as
such proper officers, with the advice of counsel deemed necessary or
desirable, the execution by such proper officers to be conclusive
evidence that they or he/she deemed such changes to be necessary or
desirable, to be mailed to each shareholder of the Corporation and to
each shareholder who becomes a shareholder of record prior to the close
of business on March 13, 2000;
RESOLVED, That the proper officers of the Corporation are,
authorized, empowered and directed in the name and on behalf of the
Corporation to execute and deliver any and all such documents,
certificates, instruments, agreements, or regulatory filing, including
any amendments, modifications, or supplements thereto, and to take all
such further action
as any such officer or other such authorized person deems necessary,
proper, convenient, or desirable in order to carry out the foregoing
resolutions and to effectuate the purposes and intents thereof, the
taking of any such action to be conclusive evidence of the approval
thereof by the directors of the Corporation; and
FURTHER RESOLVED, That all actions previously taken and all
documents, instruments, certificates and the like previously executed
by directors or officers of the Corporation or other authorized persons
in connection with the matters referred to in the foregoing resolutions
be hereby approved, ratified and confirmed in all respects.