Exhibit 24-a Powers of Attorney
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each officer or director of KeySpan
Corporation (the "Corporation") whose signature appears below constitutes and
appoints Gerald Luterman and Ronald S. Jendras, and each of them, lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign the Corporation's
Registration Statement on Form S-3 relating to the issuance of up to $1.65
billion of debt securities and to sign any and all amendments (including
post-effective amendments) and supplements thereto, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: July 26, 2000
/s/ Lilyan H. Affinito
----------------------
Lilyan H. Affinito
- --------------------------------------------------------------------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each officer or director of KeySpan
Corporation (the "Corporation") whose signature appears below constitutes and
appoints Gerald Luterman and Ronald S. Jendras, and each of them, lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign the Corporation's
Registration Statement on Form S-3 relating to the issuance of up to $1.65
billion of debt securities and to sign any and all amendments (including
post-effective amendments) and supplements thereto, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: July 26, 2000
/s/ George Bugliarello
----------------------
George Bugliarello
II-11
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each officer or director of KeySpan
Corporation (the "Corporation") whose signature appears below constitutes and
appoints Gerald Luterman and Ronald S. Jendras, and each of them, lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign the Corporation's
Registration Statement on Form S-3 relating to the issuance of up to $1.65
billion of debt securities and to sign any and all amendments (including
post-effective amendments) and supplements thereto, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: July 26, 2000
/s/ Robert B. Catell
--------------------
Robert B. Catell
- --------------------------------------------------------------------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each officer or director of KeySpan
Corporation (the "Corporation") whose signature appears below constitutes and
appoints Gerald Luterman and Ronald S. Jendras, and each of them, lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign the Corporation's
Registration Statement on Form S-3 relating to the issuance of up to $1.65
billion of debt securities and to sign any and all amendments (including
post-effective amendments) and supplements thereto, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: July 26, 2000
/s/ Howard R. Curd
------------------
Howard R. Curd
II-12
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each officer or director of KeySpan
Corporation (the "Corporation") whose signature appears below constitutes and
appoints Gerald Luterman and Ronald S. Jendras, and each of them, lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign the Corporation's
Registration Statement on Form S-3 relating to the issuance of up to $1.65
billion of debt securities and to sign any and all amendments (including
post-effective amendments) and supplements thereto, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: July 26, 2000
/s/ Richard N. Daniel
---------------------
Richard N. Daniel
- --------------------------------------------------------------------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each officer or director of KeySpan
Corporation (the "Corporation") whose signature appears below constitutes and
appoints Gerald Luterman and Ronald S. Jendras, and each of them, lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign the Corporation's
Registration Statement on Form S-3 relating to the issuance of up to $1.65
billion of debt securities and to sign any and all amendments (including
post-effective amendments) and supplements thereto, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: July 26, 2000
/s/ Donald H. Elliott
---------------------
Donald Elliot
II-13
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each officer or director of KeySpan
Corporation (the "Corporation") whose signature appears below constitutes and
appoints Gerald Luterman and Ronald S. Jendras, and each of them, lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign the Corporation's
Registration Statement on Form S-3 relating to the issuance of up to $1.65
billion of debt securities and to sign any and all amendments (including
post-effective amendments) and supplements thereto, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: July 26, 2000
/s/ Alan H. Fishman
-------------------
Alan H. Fishman
- --------------------------------------------------------------------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each officer or director of KeySpan
Corporation (the "Corporation") whose signature appears below constitutes and
appoints Gerald Luterman and Ronald S. Jendras, and each of them, lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign the Corporation's
Registration Statement on Form S-3 relating to the issuance of up to $1.65
billion of debt securities and to sign any and all amendments (including
post-effective amendments) and supplements thereto, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: July 26, 2000
/s/ James R. Jones
------------------
James R. Jones
II-14
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each officer or director of KeySpan
Corporation (the "Corporation") whose signature appears below constitutes and
appoints Gerald Luterman and Ronald S. Jendras, and each of them, lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign the Corporation's
Registration Statement on Form S-3 relating to the issuance of up to $1.65
billion of debt securities and to sign any and all amendments (including
post-effective amendments) and supplements thereto, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: July 26, 2000
/s/ Stephen W. McKessy
----------------------
Stephen W. McKessy
- --------------------------------------------------------------------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each officer or director of KeySpan
Corporation (the "Corporation") whose signature appears below constitutes and
appoints Gerald Luterman and Ronald S. Jendras, and each of them, lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign the Corporation's
Registration Statement on Form S-3 relating to the issuance of up to $1.65
billion of debt securities and to sign any and all amendments (including
post-effective amendments) and supplements thereto, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: July 26, 2000
/s/ Edward D. Miller
--------------------
Edward D. Miller
II-15
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each officer or director of KeySpan
Corporation (the "Corporation") whose signature appears below constitutes and
appoints Gerald Luterman and Ronald S. Jendras, and each of them, lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign the Corporation's
Registration Statement on Form S-3 relating to the issuance of up to $1.65
billion of debt securities and to sign any and all amendments (including
post-effective amendments) and supplements thereto, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: July 26, 2000
/s/ Basil A. Paterson
---------------------
Basil A. Paterson
- --------------------------------------------------------------------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each officer or director of KeySpan
Corporation (the "Corporation") whose signature appears below constitutes and
appoints Gerald Luterman and Ronald S. Jendras, and each of them, lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign the Corporation's
Registration Statement on Form S-3 relating to the issuance of up to $1.65
billion of debt securities and to sign any and all amendments (including
post-effective amendments) and supplements thereto, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: July 26, 2000
/s/ James Q. Riordan
--------------------
James Q. Riordan
II-16
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each officer or director of KeySpan
Corporation (the "Corporation") whose signature appears below constitutes and
appoints Gerald Luterman and Ronald S. Jendras, and each of them, lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign the Corporation's
Registration Statement on Form S-3 relating to the issuance of up to $1.65
billion of debt securities and to sign any and all amendments (including
post-effective amendments) and supplements thereto, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: July 26, 2000
/s/ Vincent Tese
----------------
Vincent Tese
II-17
Exhibit 24-b Certified resolution of the Board of Directors of KeySpan
Energy authorizing signatures pursuant to power of attorney
EXTRACT
MINUTES OF THE MEETING OF THE
BOARD OF DIRECTORS
OF
KEYSPAN CORPORATION
After discussion, upon motion duly seconded, it was
RESOLVED, That the proper officers of the Corporation be and hereby
are authorized to appoint Chase, CSI, J.P. Morgan and/or Morgan
Guaranty to act as agent on its behalf to borrow up to $3,700,000,000
from time to time, in the name of and on behalf of this Corporation
from the various lenders participating in a syndication to be
arranged by Chase, CSI, Morgan Guaranty and/or J.P. Morgan. Such
borrowing shall be evidenced by unsecured promissory notes of this
Corporation, bearing such dates, rates and maturities as the proper
officers of the Corporation may, in their discretion, determine and
that the proper officers of the Corporation hereby are authorized and
empowered for and on behalf of the Corporation to execute and deliver
said notes which in the aggregate may be up to $3,700,000,000 and
which may be utilized for general corporate purposes including
commercial paper support and the possible issuance of letters of
credit;
RESOLVED, That the proper officers of the Corporation are hereby
authorized to increase or decrease the level of participation of each
lender, as contemplated by the aforesaid resolution, provided the
total aggregate principal amount of the promissory notes do not
exceed $3,700,000,000;
RESOLVED, That each of the proper officers of the Corporation is
authorized, in the name and on behalf of the Corporation, to take or
cause to be taken any and all such further action and to prepare,
execute and deliver or to be caused to be prepared, executed and
delivered all such further agreements, documents, certificates and
undertakings, as well as any amendments or modifications thereto and
to incur all such fees and expenses, as in his or her judgment shall
be necessary, appropriate or advisable to carry out and effectuate
the purpose and intent of any and all of the foregoing resolutions;
and
FURTHER RESOLVED, That the Chairman and Chief Executive Officer,
President, Chief Financial Officer or Treasurer of the Corporation be
and each of them shall be considered a proper officer for each of the
foregoing resolutions.
I, R. A. Rapp, Jr., Vice President, Secretary & Deputy General Counsel of
KeySpan Corporation, DO HEREBY CERTIFY that the foregoing is a true and correct
copy of resolutions duly adopted by the Board of Directors of said Corporation
at a meeting duly called and held July 26, 2000, at which a quorum was present
and voting throughout, and that such resolutions are in full force and effect on
the date of this certification.
WITNESS my hand and seal of the Corporation this 14th day of August,
2000.
/s/ R. A. Rapp, Jr.
-------------------
R. A. Rapp, Jr.
Vice President, Secretary
& Deputy General Counsel
II-18