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EXHIBIT 24
FORD MOTOR COMPANY
CERTIFICATE OF AN ASSISTANT SECRETARY
The undersigned, Kathryn S. Lamping, an Assistant Secretary of Ford Motor
Company, a Delaware corporation (the "Company"), DOES HEREBY CERTIFY THAT the
resolutions attached as Attachment A hereto are true and correct copies of
resolutions excerpted from the minutes of proceedings of the Board of Directors
of the Company; such resolutions were duly adopted by the Board of Directors of
the Company at a meeting held on April 12, 2000, adjourned, and reconvened on
April 13, 2000; and such resolutions are in full force and effect on the date
hereof.
WITNESS my hand and the seal of the Company this 2nd day of November, 2000.
/s/ Kathryn S. Lamping
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Kathryn S. Lamping
Assistant Secretary
[SEAL]
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ATTACHMENT A
RESOLUTIONS RELATING TO THE REGISTRATION OF SECURITIES,
THE LISTING OF SECURITIES ON STOCK EXCHANGES
AND RELATED MATTERS
RESOLVED, That the Company be and hereby is authorized to register
with the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended (the "Act"), Debt Securities, Lease
Securities, guarantees to be executed and delivered on behalf of the Company
(the "Guarantees") in connection with the offering or offerings from time to
time of debt securities issued by any Company subsidiary, consisting of notes,
debentures, warrants or other securities, or any combination thereof, and other
securities which may be issued by the Company, including, without limitation,
subordinated debt securities, preferred stock and related depositary shares,
common stock, and warrants to purchase any of the foregoing ("Other Securities")
(such Debt Securities, Lease Securities, Guarantees and Other Securities are
collectively referred to as "Securities").
RESOLVED, That the preparation by the Company of one or more
Registration Statements on Form S-3 or such other form as may be appropriate
covering the Securities, including prospectuses, exhibits and other documents,
to be filed with the Commission for the purpose of registering the offer and
sale of the Securities, be and it hereby is in all respects approved; that the
directors and appropriate officers of the Company, and each of them, be and
hereby are authorized to sign and execute in their own behalf, or in the name
and on behalf of the Company, or both, as the case may be, any such Registration
Statement, with such changes, if any, therein, including amendments to the
prospectus and the addition or amendment of exhibits and other documents
relating thereto or required by law or regulation in connection therewith, all
in such form 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 any such Registration Statement, so executed, to be filed
with the Commission; and, prior to the effective date of any such Registration
Statement and if the General Counsel or Secretary deems it advisable, the
appropriate officers of the Company are directed to use their best efforts to
furnish each director and each officer signing such Registration Statement with
a copy of such Registration Statement, and if, prior to the effective date of
any such Registration Statement, material changes therein or material additions
thereto are proposed to be made, other than changes and additions of a type
authorized under these resolutions to be approved by officers of the Company,
and if the General Counsel or Secretary deems it advisable, the appropriate
officers of the Company are directed to use their best efforts to furnish each
director, and each officer signing any such Registration Statement, with a copy
of such Registration Statement and each amendment thereto as filed with the
Commission, or a description of such changes or additions, or a combination
thereof, in as complete and final form as practicable and in sufficient time to
permit each director and each such officer so desiring to object to any part of
any such Registration Statement before it becomes effective.
RESOLVED, That the directors and appropriate officers of the Company,
and each of them, be and hereby are authorized to sign and execute in their own
behalf, or in the name and on behalf of the Company, or both, as the case may
be, any and all amendments
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(including post-effective amendments) to any Registration Statement, including
amendments to the prospectus and the addition or amendment of exhibits and other
documents relating thereto or required by law or regulation in connection
therewith, all in such form, with such changes, if any, 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 amendment or amendments, so executed, to be filed with the Commission; and
if, prior to the effective date of each such post-effective amendment, material
changes or material additions are proposed to be made in or to any such
Registration Statement or any amendment thereto in the form in which it most
recently became effective, other than changes and additions of a type authorized
under these resolutions to be approved by officers of the Company, and if the
General Counsel or Secretary deems it advisable, the appropriate officers of the
Company are directed to use their best efforts to furnish each director, and
each officer signing such post-effective amendment, with a copy of such
post-effective amendment or a description of all material changes or additions
therein, or a combination thereof, in as complete and final form as practicable
and in sufficient time to permit each director and each such officer so desiring
to object to any part of such post-effective amendment before it becomes
effective.
RESOLVED, That each officer and director who may be required to sign
and execute any such Registration Statement or any amendment thereto or document
in connection therewith (whether 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 P. Sherry, Jr., L. J. Ghilardi, K. S. Lamping,
M. F. Marecki, D. J. Cropsey, and E. J. Lukas, each of them, severally, his or
her true and lawful attorney or attorneys to sign in his or her name, place and
stead in any such capacity any such Registration Statement and any and all
amendments (including post-effective 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 a 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.
RESOLVED, That the President and Chief Executive Officer, any Vice
Chairman, any Executive Vice President, any Group Vice President, any Vice
President, the Secretary, any Assistant Secretary, the Treasurer and any
Assistant Treasurer, and each of them, be and hereby are authorized in the name
and on behalf of the Company to take any and all action which such persons, or
any of them, may deem necessary, appropriate or desirable in order to obtain a
permit, register or qualify the Securities for issuance and sale or to request
an exemption from registration of the Securities or to register or obtain a
license for the Company as a dealer or broker under the securities laws of such
of the states of the United States of America as such persons, or any of them,
may deem necessary, appropriate or desirable, and in connection with such
registrations, permits, licenses, qualifications and exemptions to execute,
acknowledge, verify, deliver, file and publish all such applications, reports,
resolutions, irrevocable consents to service of process, powers of attorney and
other papers and instruments as may be required under such laws, and to take any
and all further action which such persons, or any of them, may deem necessary,
appropriate or
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desirable in order to maintain such registrations in effect for as long as such
persons, or any of them, may deem to be in the best interests of the Company.
RESOLVED, That the President and Chief Executive Officer, any Vice
Chairman, any Executive Vice President, any Group Vice President, any Vice
President, the Secretary, any Assistant Secretary, the Treasurer and any
Assistant Treasurer, and each of them, be and hereby are authorized to designate
any licensed California broker-dealer as the Company's attorney-in-fact for the
purpose of executing and filing one or more applications and amendments thereto
on behalf of the Company, under applicable provisions of the California
Corporate Securities Law of 1968, for the registration or qualification of part
or all of the Securities (whether or not subordinated) for offering and sale in
the State of California.
RESOLVED, That any and all haec verba resolutions which may be
required by the Blue Sky or securities laws of any state in which the Company
intends to offer to sell the Securities be, and they hereby are, adopted; that
the proper officers of the Company be, and they hereby are, authorized to
certify that such resolutions were duly adopted at this meeting; and that the
Secretary of the Company shall cause a copy of each resolution so certified to
be attached to the minutes of this meeting.
RESOLVED, That the appropriate officers of the Company, and each of
them, be and hereby are authorized on behalf of the Company to take such action
as such officers, or any of them, may deem necessary, appropriate or desirable
to make application for the listing on the New York Stock Exchange, Inc. or any
other Stock Exchange of the Securities and that the President and Chief
Executive Officer, any Vice Chairman, any Executive Vice President, any Group
Vice President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer and any Assistant Treasurer, and each of them, be and hereby are
designated a representative of the Company to appear before the Corporate
Services Division or other appropriate body of any such Exchange and take all
such other steps as such persons, or any of them, may deem necessary,
appropriate or desirable to effect such listing.
RESOLVED, That the President and Chief Executive Officer, any Vice
Chairman, any Executive Vice President, any Group Vice President, any Vice
President, the Secretary, any Assistant Secretary, the Treasurer and any
Assistant Treasurer, and each of them, be and hereby are authorized to execute
and file with the Commission and the New York Stock Exchange, Inc., or any other
Stock Exchange, in the name and on behalf of the Company, one or more
Registration Statements, on Form 8-A or such other form as may be appropriate,
including any and all exhibits and other documents relating thereto, for the
registration under the Securities Exchange Act of 1934, as amended, of the
Securities and any and all amendments to such Registration Statements, in such
forms as the person or persons executing the same may deem necessary,
appropriate or desirable, as conclusively evidenced by his, her or their
execution thereof.
RESOLVED, That, in connection with each application of the Company to
the New York Stock Exchange, Inc., or any other Stock Exchange, for the listing
on such Exchange of the Securities, the Company enter into an agreement
providing for the indemnification by the Company of the New York Stock Exchange,
Inc., or any other Stock Exchange, its governors, officers, employees and its
subsidiary companies and innocent purchasers for
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value of the Securities or any one or more of them, as the case may be, from and
against losses, liabilities, claims, damages or accidents in connection with the
use of facsimile signatures on the Securities; and that the President and Chief
Executive Officer, any Vice Chairman, any Executive Vice President, any Group
Vice President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer and any Assistant Treasurer, and each of them, be and hereby are
authorized in the name and on behalf of the Company and under its corporate seal
to execute and deliver to the New York Stock Exchange, Inc., or any other Stock
Exchange, the aforesaid indemnification agreement in such form as the person or
persons executing the same may deem necessary, appropriate or desirable, as
conclusively evidenced by his, her or their execution thereof.
RESOLVED, That the Company be and hereby is authorized to enter into
one or more indentures and supplements thereto, each with a bank or trust
company as Trustee (the "Indentures"), providing for the issuance of the
Securities and that the President and Chief Executive Officer, any Vice
Chairman, any Executive Vice President, any Group Vice President, any Vice
President, the Secretary, any Assistant Secretary, the Treasurer and any
Assistant Treasurer, and each of them, be and hereby are authorized, in the name
and on behalf of the Company, (i) to select such trustee or trustees and (ii) to
execute, acknowledge and deliver the Indentures and supplements thereto, under
the seal of the Company, attested by the Secretary or any Assistant Secretary,
containing such terms and provisions as the officer or officers executing such
Indentures or supplements thereto may deem necessary, appropriate or desirable,
as conclusively evidenced by his, her or their execution thereof.
RESOLVED, That the President and Chief Executive Officer, any Vice
Chairman, any Executive Vice President, any Group Vice President, any Vice
President, the Treasurer, or any Assistant Treasurer, and the Secretary or any
Assistant Secretary, be and hereby are authorized, in the name and on behalf of
the Company and under its corporate seal (which may be a facsimile of such
seal), to execute (by manual or facsimile signature) Securities (and, in
addition, Securities to replace any of the Securities which are lost, stolen,
mutilated or destroyed and Securities required for exchange, substitution or
transfer, all as provided in the respective Indentures, or supplements thereto),
in fully registered form in substantially the forms of Securities to be set
forth in the respective Indentures, or supplements thereto, with such changes
therein and additions thereto as the officer or officers executing the
Securities may deem necessary, appropriate or desirable, as conclusively
evidenced by his, her or their execution thereof.
RESOLVED, That the President and Chief Executive Officer, any Vice
Chairman, any Executive Vice President, any Group Vice President, any Vice
President, the Secretary, any Assistant Secretary, the Treasurer and any
Assistant Treasurer, and each of them, be and hereby are authorized to appoint
one or more paying agents, registrars, issuing agents, transfer agents, warrant
agents and other agents and functionaries, and to execute and deliver, in the
name and on behalf of the Company, any agreement, instrument or document
relating to any such appointment, for the purpose of, among other things,
issuing or countersigning, making transfers of, or registering the certificates
representing the Securities; implementing or acting in connection with any
auction or remarketing procedures applicable to the Securities; or implementing
and giving effect to the provisions of the Indentures and supplements thereto or
the Securities in the forms in which they
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shall be executed and delivered pursuant to the foregoing resolutions; provided,
however, that the Company may at any time elect to act in any such capacity
itself.
RESOLVED, That the Company be and hereby is authorized to enter into
one or more underwriting agreements, including pricing agreements pursuant
thereto, or other letters, agreements, documents and other writings necessary,
appropriate or desirable in order to facilitate the issuance and sale of
securities, with any underwriter or underwriters designated by the proper
officers of the Company, or between the Company and any other persons, including
securities brokers and dealers, or any firm, institution or partnership acting
on behalf of themselves or itself and the several underwriters (such
underwriting and other agreements and documents being herein collectively called
the "Underwriting Agreements"), and that, when such Underwriting Agreements or
pricing agreements pursuant thereto, or any of them, have been completed to set
forth the prices at and terms and conditions upon which the Securities are to be
sold and the compensation to be received by the underwriters (such matters first
having been presented to and approved by the Chief Executive Officer, the Chief
Financial Officer, or the Treasurer), the President and Chief Executive Officer,
any Vice Chairman, any Executive Vice President, any Group Vice President, any
Vice President, the Secretary, any Assistant Secretary, the Treasurer and any
Assistant Treasurer, and each of them, be and hereby are authorized to execute
and deliver, in the name and on behalf of the Company, the respective
Underwriting Agreements and pricing agreements pursuant thereto, with the
inclusion of such underwriters and containing such other terms and provisions as
the officer or officers executing the same may deem necessary, appropriate or
desirable, as conclusively evidenced by his, her or their execution thereof.
RESOLVED, That the Company be and hereby is authorized to enter into
one or more Sales Agency Agreements, Purchase Agreements and other Agreements
with any placement agent or agents designated by the proper officers of the
Company, including securities brokers and dealers, and each of them, providing
for the sale of the Securities by such placement agent or agents, and each of
them, on a "best efforts" basis, and/or for the purchase from time to time by
such placement agent or agents, and each of them, of Securities, as principal,
and that when such Agreements have been completed to set forth the terms and
conditions on which the Securities are to be sold (such matters first having
been presented to and approved by the Chief Executive Officer, the Chief
Financial Officer, or the Treasurer), the President and Chief Executive Officer,
any Vice Chairman, any Executive Vice President, any Group Vice President, any
Vice President, the Secretary, any Assistant Secretary, the Treasurer and any
Assistant Treasurer, and each of them, be and hereby are authorized to execute
and deliver, in the name and on behalf of the Company, such Sales Agency
Agreements, Purchase Agreements and other Agreements with such placement agent
or agents, and each of them, containing such other terms and provisions as the
officer or officers executing the same may deem necessary, appropriate or
desirable, as conclusively evidenced by his, her or their execution thereof.
RESOLVED, That the Company be and hereby is authorized to enter into
one or more delayed delivery contracts ("Delayed Delivery Contracts") between
the Company and institutional or other investors providing for the sale of
Securities at any time, and that, when such Delayed Delivery Contracts have been
completed to set forth the respective prices, terms and conditions on which the
Securities are to be sold (such matters first having been presented to and
approved by the Chief Executive Officer, the Chief Financial
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Officer, or the Treasurer), the President and Chief Executive Officer, any Vice
Chairman, any Executive Vice President, any Group Vice President, any Vice
President, the Secretary, any Assistant Secretary, the Treasurer and any
Assistant Treasurer, and each of them, be and hereby are authorized to execute
and deliver in the name and on behalf of the Company one or more Delayed
Delivery Contracts, with such changes therein and additions thereto as the
officer or officers executing the same may deem necessary, appropriate or
desirable, as conclusively evidenced by his, her or their execution thereof.
RESOLVED, That, subject to the right of the Board of Directors to
rescind or modify the dividends to be declared and payable on any dividend
payment date with respect to any shares of Securities which are equity
securities ("Equity Securities"), the dividend rate of which is determined
pursuant to a formula or procedure ("Variable Equity Securities"), there shall
be deemed to be declared, and be declared, with respect to each dividend period
thereof (any such declaration to be effective on the declaration date applicable
to such dividend period, without further action of the Board of Directors), a
dividend on each of the outstanding shares of Variable Equity Securities to
which such dividend period relates at the dividend rate per annum (as determined
in accordance with the Certificate of Designations) that may be payable with
respect to such shares, payable on the dividend payment date for such dividend
period to the holders of such shares of Variable Equity Securities as such
holders appear on the stock transfer books of the Company on the related record
date, all determined in accordance with the Certificate of Designations;
provided that any such declaration shall not be effective with respect to any
dividend on any such dividend payment date, unless the Chief Financial Officer,
Treasurer or any Assistant Treasurer of the Company shall have prepared and
delivered to the Secretary of the Company for filing in the minutes of the Board
of Directors, on or before the declaration date with respect to such dividend
period, a certificate in which such officer certifies that, based upon the most
recent financial statements of the Company, as of such declaration date, the
Company had either (i) net profits for the calendar year in which such
declaration date falls and/or the preceding calendar year or (ii) surplus (as
defined and computed under Sections 154 and 244 of the Delaware General
Corporation Law) in an amount sufficient to pay such dividend.
RESOLVED, That the Company be and hereby is authorized to enter into
one or more deposit agreements and one or more supplements thereto, each with a
bank or trust company as depositary ("Deposit Agreements"), providing for the
deposit of Equity Securities, the issuance of the depositary shares ("Depositary
Shares") and other matters relating thereto, and that the President and Chief
Executive Officer; any Vice Chairman; any Executive Vice President; any Group
Vice President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer and any Assistant Treasurer, and each of them, be and hereby are
authorized, in the name and on behalf of the Company, (i) to select such
depositary or depositaries and (ii) to execute, acknowledge and deliver Deposit
Agreements and supplements thereto, whether or not under the seal of the
Company, and whether or not attested by the Secretary or any Assistant
Secretary, containing such terms and provisions as the officer or officers
executing such Deposit Agreements or supplements thereto may deem necessary,
appropriate or desirable, as conclusively evidenced by his, her or their
execution thereof.
RESOLVED, That, when shares of Equity Securities and, if such shares
of Equity Securities are represented by Depositary Shares, the Depositary Shares
shall be issued,
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sold and delivered in accordance with the terms of any Deposit Agreement and any
Underwriting Agreement or Purchase Agreement, such shares of Equity Securities
shall be, and are hereby declared to be, fully-paid and non-assessable shares of
Equity Securities of the Company and not liable to any further calls or
assessments thereon, and the holders thereof shall not be liable for any further
payment in respect thereof.
RESOLVED, That, upon the issuance and sale of the Equity Securities
and any Depositary Shares in accordance with the foregoing resolutions, an
amount equal to the par value of the Equity Securities so issued shall be
credited to the capital stock account of the Company.
RESOLVED, That the President and Chief Executive Officer, any Vice
Chairman, any Executive Vice President, any Group Vice President, any Vice
President, the Treasurer and any Assistant Treasurer, and each of them, be and
hereby are authorized in the name and on behalf of the Company to purchase, or
arrange for the purchase of, Securities in connection with any sinking fund
under the provisions of any of the Indentures or supplements thereto.
RESOLVED, That the appropriate officers of the Company, and each of
them, be and hereby are authorized and empowered, in the name and on behalf of
the Company, to take any action (including, without limitation, (i) the
appointment of Registrars, Issuing Agents, Paying Agents and other agents and
(ii) the payment of expenses) and to execute (by manual or facsimile signature)
and deliver any and all agreement, certificates, instruments and other documents
(under the corporate seal of the Company or otherwise) that such officer or
officers may deem necessary, appropriate or desirable to carry out the purposes
and intents of each and all of the foregoing resolutions.
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POWER OF ATTORNEY
WITH RESPECT TO REGISTRATION STATEMENTS
COVERING COMMON STOCK, DEBT SECURITIES, LEASE SECURITIES,
GUARANTEES AND OTHER SECURITIES ISSUED BY FORD MOTOR COMPANY
Each of the undersigned, a director, officer or employee of FORD MOTOR
COMPANY (the "Company"), appoints each of Peter J. Sherry, Jr., L.J. Ghilardi,
K.S. Lamping, M.F. Marecki, D.J. Cropsey, and E.J. Lukas his or her true and
lawful attorney and agent to do any and all acts and things and execute any and
all instruments which the attorney and agent may deem necessary or advisable in
order to enable the Company to register the above-captioned securities for
issuance and sale under, and otherwise to comply with, the Securities Act of
1933 and any requirements of the Securities and Exchange Commission (the
"Commission") in respect thereof, including but not limited to, power and
authority to sign his or her name (whether on behalf of the Company, or
otherwise) to one or more Registration Statements and any amendments thereto, or
any of the exhibits, financial statements and schedules, or the prospectuses,
filed therewith, and to file them with the Commission, all as authorized at a
meeting of the Board of Directors of the Company held on April 12, 2000,
adjourned, and reconvened on April 13, 2000. Each of the undersigned ratifies
and confirms all that any of the attorneys and agents shall do or cause to be
done by virtue hereof. Any one of the attorneys and agents shall have, and may
exercise, all the powers conferred by this instrument.
Each of the undersigned has signed his or her name as of the 10th day
of May, 2000.
/s/William Clay Ford, Jr. /s/Jacques A. Nasser
------------------------- -----------------------------
(William Clay Ford, Jr.) (Jacques A. Nasser)
/s/Michael D. Dingman /s/Edsel B. Ford II
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(Michael D. Dingman) (Edsel B. Ford II)
/s/William Clay Ford /s/Irvine O. Hockaday, Jr.
------------------------- -----------------------------
(William Clay Ford) (Irvine O. Hockaday, Jr.)
/s/Marie-Josee Kravis /s/Ellen R. Marram
------------------------- -----------------------------
(Marie-Josee Kravis) (Ellen R. Marram)
/s/Homer A. Neal /s/Jorma J. Ollila
------------------------- -----------------------------
(Homer A. Neal) (Jorma J. Ollila)
/s/Carl E. Reichardt /s/Robert E. Rubin
------------------------- -----------------------------
(Carl E. Reichardt) (Robert E. Rubin)
/s/John L. Thornton /s/Henry D.G. Wallace
------------------------- -----------------------------
(John L. Thornton) (Henry D.G. Wallace)
/s/William A. Swift
-------------------------
(William A. Swift)
