EX - 24-a-1
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that each 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 Statements on Form S-8 and Form S-3 relating to shares of the
Corporation's Common Stock issuable under the Employee Discount Stock Purchase
Plan and the Investor Program and to sign any and all amendments (including
post-effective amendments) and supplements thereto, and to file 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 thereof.
Dated: November 28, 2000
/s/Lilyan H. Affinito
<PAGE>
EX - 24-a-2
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that each 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 Statements on Form S-8 and Form S-3 relating to shares of the
Corporation's Common Stock issuable under the Employee Discount Stock Purchase
Plan and the Investor Program and to sign any and all amendments (including
post-effective amendments) and supplements thereto, and to file 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 thereof.
Dated: November 30, 2000
/s/George Bugliarello
<PAGE>
EX - 24-a-3
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that each 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 Statements on Form S-8 and Form S-3 relating to shares of the
Corporation's Common Stock issuable under the Employee Discount Stock Purchase
Plan and the Investor Program and to sign any and all amendments (including
post-effective amendments) and supplements thereto, and to file 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 thereof.
Dated: November 28, 2000
/s/Robert B. Catell
<PAGE>
EX - 24-a-4
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that each 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 Statements on Form S-8 and Form S-3 relating to shares of the
Corporation's Common Stock issuable under the Employee Discount Stock Purchase
Plan and the Investor Program and to sign any and all amendments (including
post-effective amendments) and supplements thereto, and to file 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 thereof.
Dated: November 28, 2000
/s/Howard R. Curd
<PAGE>
EX - 24-a-5
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that each 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 Statements on Form S-8 and Form S-3 relating to shares of the
Corporation's Common Stock issuable under the Employee Discount Stock Purchase
Plan and the Investor Program and to sign any and all amendments (including
post-effective amendments) and supplements thereto, and to file 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 thereof.
Dated: November 28, 2000
/s/Richard N. Daniel
<PAGE>
EX - 24-a-6
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that each 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 Statements on Form S-8 and Form S-3 relating to shares of the
Corporation's Common Stock issuable under the Employee Discount Stock Purchase
Plan and the Investor Program and to sign any and all amendments (including
post-effective amendments) and supplements thereto, and to file 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 thereof.
Dated: November 28, 2000
/s/Donald H. Elliott
<PAGE>
EX - 24-a-7
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that each 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 Statements on Form S-8 and Form S-3 relating to shares of the
Corporation's Common Stock issuable under the Employee Discount Stock Purchase
Plan and the Investor Program and to sign any and all amendments (including
post-effective amendments) and supplements thereto, and to file 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 thereof.
Dated: November 28, 2000
/s/ Alan H. Fishman
<PAGE>
EX - 24-a-8
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that each 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 Statements on Form S-8 and Form S-3 relating to shares of the
Corporation's Common Stock issuable under the Employee Discount Stock Purchase
Plan and the Investor Program and to sign any and all amendments (including
post-effective amendments) and supplements thereto, and to file 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 thereof.
Dated: November 28, 2000
/s/ J. Atwood Ives
<PAGE>
EX - 24-a-9
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that each 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 Statements on Form S-8 and Form S-3 relating to shares of the
Corporation's Common Stock issuable under the Employee Discount Stock Purchase
Plan and the Investor Program and to sign any and all amendments (including
post-effective amendments) and supplements thereto, and to file 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 thereof.
Dated: November 28, 2000
/s/ James R. Jones
<PAGE>
EX - 24-a-10
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that each 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 Statements on Form S-8 and Form S-3 relating to shares of the
Corporation's Common Stock issuable under the Employee Discount Stock Purchase
Plan and the Investor Program and to sign any and all amendments (including
post-effective amendments) and supplements thereto, and to file 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 thereof.
Dated: November 28, 2000
/s/ Stephen W. McKessy
<PAGE>
EX - 24-a-11
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that each 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 Statements on Form S-8 and Form S-3 relating to shares of the
Corporation's Common Stock issuable under the Employee Discount Stock Purchase
Plan and the Investor Program and to sign any and all amendments (including
post-effective amendments) and supplements thereto, and to file 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 thereof.
Dated: November 30, 2000
/s/ Edward D. Miller
<PAGE>
EX - 24-a-12
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that each 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 Statements on Form S-8 and Form S-3 relating to shares of the
Corporation's Common Stock issuable under the Employee Discount Stock Purchase
Plan and the Investor Program and to sign any and all amendments (including
post-effective amendments) and supplements thereto, and to file 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 thereof.
Dated: November 29, 2000
/s/ Basil A. Paterson
<PAGE>
EX - 24-a-13
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that each 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 Statements on Form S-8 and Form S-3 relating to shares of the
Corporation's Common Stock issuable under the Employee Discount Stock Purchase
Plan and the Investor Program and to sign any and all amendments (including
post-effective amendments) and supplements thereto, and to file 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 thereof.
Dated: December 4, 2000
/s/ James Q. Riordan
<PAGE>
EX - 24-a-14
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that each 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 Statements on Form S-8 and Form S-3 relating to shares of the
Corporation's Common Stock issuable under the Employee Discount Stock Purchase
Plan and the Investor Program and to sign any and all amendments (including
post-effective amendments) and supplements thereto, and to file 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 thereof.
Dated: November 29, 2000
/s Vincent Tese
<PAGE>
EX - 24-b
EXTRACT
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 are
hereby authorized, directed and empowered in the name and on behalf
of the Corporation to establish a new KeySpan Employee Discount Stock
Purchase Plan (the "Plan"), which Plan shall provide a discount of up
to 15% of the market price of the Corporation's common stock, as
determined by such proper officers. The Plan shall be designed to
comply with the Internal Revenue Code of 1986, as amended and the
exemption contained in Section 16 of the Securities Exchange Act of
1934 as amended, and accordingly, such proper officers are authorized
to determine all Plan provisions including but not limited to those
related to the amount of discount, method of determining market price
per share, eligibility and timing of such purchase in such form as
the proper officers shall approve;
RESOLVED, That the proper officers of the Corporation are
hereby authorized, directed and empowered in the name and on behalf
of the Corporation, to execute, file and deliver any document
required for the Corporation to establish the Plan, including any
amendments, modifications or supplements thereto, and to take any and
all action required in connection with the establishment of the plan
and the issuance of common stock thereunder, including, by way of
illustration and not by way of limitation, the following:
(i) seek shareholder approval for the Plan at the next Annual
Meeting of Shareholders (or any adjournments thereof);
(ii) execute, file and deliver to the Securities and Exchange
Commission one or more registration statements (or any
amendments or modifications thereto) in compliance with the
Securities Act of 1933, as amended, in such form as the
General Counsel or Deputy General Counsel of the
Corporation shall approve, for the registration of up to
one million shares of common stock of the Corporation to be
issued pursuant to the Plan;
(iii) appoint attorneys-in-fact to act on behalf of any of the
officers or directors of the Corporation in connection with
the establishment of the Plan, the filing of any
registration statements, and the issuance up to one million
shares of common stock of the Corporation pursuant to the
Plan;
(iv) appoint an administrator and transfer agent for the Plan,
for purposes of record keeping, including, purchases,
sales, tax reporting, and other related functions and to
determine the compensation to be paid for such services;
(v) list the shares of common stock of the Corporation to be
issued pursuant to the Plan on the New York and/or Pacific
Stock Exchange, if appropriate;
(vi) take all actions necessary or desirable under the securities
or Blue Sky laws of the various states relating to the
Corporation's common stock;
(vii) prepare, execute and deliver all instruments (manually,
electronically or by facsimile), which may be executed in
counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same
instrument;
<PAGE>
RESOLVED, That the proper officers are hereby authorized,
directed and empowered to undertake all such further action, as any
such proper officer deems necessary, proper, convenient or desirable
in order to carry out the intent of the foregoing resolution and to
effectuate the purposes and intents thereof including but not limited
to any and all action required in order to comply with the provisions
of Section 16 of the Securities Exchange Act of 1934, the taking of
any such action to be conclusive evidence of the approval thereof by
the directors of the Corporation;
RESOLVED, That any action taken and any instrument or
document prepared, executed, delivered or filed by the proper
officers prior to the adoption of these resolutions to accomplish any
of the actions authorized by these resolutions is ratified, confirmed
and approved in all respects; and
FURTHER RESOLVED, That each of the Chairman, Chief
Executive Officer, President, any Senior Vice President or any Vice
President of the Corporation shall be considered a proper officer of
the Corporation for the purposes of 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 October 24, 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 11 day of December,
2000.
/s/ R. A. Rapp, Jr.
R. A. Rapp, Jr.
Vice President, Secretary & Deputy General Counsel
