EX-4.A



 





EXHIBIT 4(a)




CERTIFICATE




     I, Thomas D. Graber, Vice President, General Counsel and Secretary of American General Finance
Corporation, an Indiana corporation (the “Company”), do hereby certify that attached hereto are
true copies of resolutions duly adopted by a duly authorized and appointed committee of the Board
of Directors of the Company on March 27, 2003 and November 16, 2007, respectively; such resolutions
(i) were adopted by unanimous written consent; and (ii) have not been amended, modified or
rescinded and remain in full force and effect, except as otherwise stated therein.



     IN WITNESS WHEREOF, I have hereunto signed my name.



Dated: November 26, 2007




	 	 	 	 	 
	 	 	 
	 	     /s/ Thomas D. Graber
 	 
	 	Thomas D. Graber 	 
	 	Vice President, General Counsel and Secretary 	 
	 




 









 




March 27, 2003


RESOLUTIONS AUTHORIZING INCOMENOTES 



     WHEREAS, this Terms and Pricing Committee previously has authorized the
creation, issuance and sale of up to $7,500,000,000 aggregate principal amount of
the Company’s debt securities (the “Debt Securities”), which are to be issued under
an Indenture, dated as of May 1, 1999 (the “Indenture”), between the Company and
Citibank N.A., as Trustee (the “Trustee”), and $5,750,000,000 of which Debt
Securities have been registered under the Securities Act of 1933 on the Company’s
Registration Statement on Form S-3 (Registration No. 333-100345) which was declared
effective by the Securities and Exchange Commission on October 18, 2002 (the
“Registration Statement”); and



     WHEREAS, this Terms and Pricing Committee now desires to create a series of
Debt Securities and to authorize the issuance and sale thereof from time to time
under its IncomeNotes program;



1. Approval of Terms of IncomeNotes.




     NOW, THEREFORE, BE IT RESOLVED, that this Terms and Pricing Committee hereby
authorizes and approves the creation by the Company of a series of Debt Securities,
the execution on behalf of the Company of such series of Debt Securities, the
delivery of such series of Debt Securities to the Trustee, the authentication
thereof by the Trustee, and the delivery thereof by the Trustee pursuant to a
Company Order (as defined in the Indenture; and any terms used herein in initially
capitalized form but not defined herein shall have the meanings given to them in the
Indenture), all in accordance with Article Three of the Indenture and with the
procedures set forth in the Indenture and in the administrative procedures
hereinafter approved (the “Administrative Procedures”) as follows:



     a. Title.



     The title of such series of Debt Securities shall be “IncomeNotes with
maturities of 9 months or more from date of issue “ (the “Notes”);



     b. Aggregate Principal Amount.



     The aggregate principal amount of the Notes which may be authenticated and
delivered under the Indenture shall not exceed $1,000,000,000, or the equivalent
thereof in one or more foreign currencies, including the Euro, and any composite
currency. For purposes of calculating the issue price of Notes denominated in a
foreign currency to be applied against the amount of Notes authorized, such Notes
shall have an issue price in U.S. dollars determined by the Trustee, as Paying
Agent, using the noon buying rate in The City of New York for



 









 




cable transfers in
foreign currencies as certified (or if not so certified, as otherwise determined)
for customs purposes by The Federal Reserve Bank of New York;




     c. Type of Security.



     The Notes shall be issued as Registered Securities pursuant to the Indenture;
and the Notes may be issued, as determined by any two Authorized Officers (as named
below), either in certificated form or in book-entry form; and beneficial owners of
interests in any Notes issued in book-entry form may exchange
such interests for Notes in certificated form only under the circumstances, and
on the terms and conditions, as may be determined by any two Authorized Officers;



     d. Maturity Date.



     Each Note shall have a Stated Maturity on which the principal of the Note is
payable, as determined by any two Authorized Officers in accordance with the
Administrative Procedures, which Stated Maturity may vary among the Notes and, in
the case of extendible maturity notes, may be extended; provided,
however, that each Stated Maturity shall not be less than nine months from
date of issue;



     e. Interest, Principal Amount and Currency



     Each Note shall be issued in a principal amount and in a currency determined by
any two Authorized Officers in accordance with the Indenture and the Administrative
Procedures; each interest bearing Note shall bear interest from its date of issue at
a fixed rate; subject to the provisions established by these resolutions, all
determinations regarding interest on the Notes shall be made by any two Authorized
Officers in accordance with the Indenture and the Administrative Procedures; and
principal amounts and interest terms may vary among the Notes;



     f. Issue Date.



     Each Note shall be issued on and dated such date as may be determined by any
two Authorized Officers in accordance with the Administrative Procedures, which date
may vary among the Notes;



     g. Interest Payments Dates and Record Dates.



     The Interest Payment Dates on which interest on each Note shall be payable
shall be as set forth in the table below depending on whether interest is payable on
a monthly, quarterly, semi-annual or annual basis, unless otherwise determined by
any two Authorized Officers, and at Maturity of the Note; and, unless otherwise
determined by any two Authorized Officers, the Regular Record Date for the payment
of interest on any Note shall be the fifteenth calendar day (whether or not a
Business Day) prior to each such Interest Payment Date;



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	Interest	 	 
	Payments	 	Interest Payment Dates
	Monthly

	 	Fifteenth day of each calendar month, commencing in the
first succeeding calendar month following the month in
which the Note is issued.
	 
	 	 
	Quarterly

	 	Fifteenth day of every third month, commencing in the
third succeeding calendar month following the month in
which the Note is issued.
	 
	 	 
	Semi-annual

	 	Fifteenth day of every sixth month, commencing in the
sixth succeeding calendar month following the month in
which the Note is issued.
	 
	 	 
	Annual

	 	Fifteenth day of every twelfth month, commencing in the
twelfth succeeding calendar month following the month in
which the Note is issued.






     h. Place and Manner of Payment.



     Payment of the principal of, and premium and interest, if any, on the Notes
shall be made at the places and in the manner approved by any two Authorized
Officers in accordance with the provisions of the Indenture and the Administrative
Procedures;



     i. Redemption or Repayment.



     The Notes shall not be redeemable or repayable prior to the Stated Maturity
thereof unless otherwise determined with respect to specific Notes by any two
Authorized Officers and unless so specified in a Prospectus Supplement, in which
case such specific Notes shall be redeemable or repayable at the times or upon the
events determined by such Authorized Officers and in accordance with the provisions
set forth in such Notes and Prospectus Supplement and in the Indenture;



     j. Sinking Fund.



     The Notes shall not be entitled to any sinking fund unless otherwise determined
with respect to specific Notes by any two Authorized Officers and unless so
specified in a Prospectus Supplement, in which case such specific Notes shall be
entitled to a sinking fund at the times or upon the events determined by such
Authorized Officers and in accordance with the provisions set forth in such Notes
and Prospectus Supplement and in the Indenture;



     k. Denominations.



     The Notes shall be issuable in denominations of $1,000 or any amount in excess
thereof which is an integral multiple of $1,000 (or such other authorized
denominations in a specified currency other than United States dollars as shall be
determined by any two Authorized Officers);



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     l. Book-entry.



     Unless otherwise determined with respect to specific Notes by any two
Authorized Officers, all of the Notes shall be issued in book-entry form pursuant to
the book-entry system described in a Prospectus Supplement and the accompanying
Prospectus;



     m. Form of Book-entry Security.



     The form of book-entry security for Notes attached to this written consent as
Exhibit A, and the terms and provisions of such Notes set forth therein (including,
without limitation, the terms and provisions with respect to the payment of
principal and interest and with respect to optional redemption, optional repayment,
survivor’s option and sinking fund payments), hereby are approved in all respects;
and, unless otherwise determined by any two Authorized Officers in accordance with
the authority granted to them pursuant to these resolutions, such form of security
shall be used for, and such terms and provisions shall apply to, each Note, issued in
book-entry form (it being understood that such optional redemption, optional
repayment, survivor’s option and sinking fund terms shall not be applicable to any
Note unless otherwise determined by any two Authorized Officers and unless so
specified in a Prospectus Supplement);



     n. Form of Certificated Securities.



     The form of certificated securities for Notes, and the terms and provisions for
such Notes to be set forth therein, shall be as determined from time to time by any
two Authorized Officers in accordance with the authority granted to them pursuant to
these resolutions;



     o. Additional Types of Notes.



     The Notes may be issued as discount notes, indexed notes, extendible maturity
notes and amortizing notes and, subject to the provisions established by these
resolutions, all determinations regarding the terms of such Notes shall be made by
any two Authorized Officers in accordance with the Indenture and the Administrative
Procedures and all amounts payable with respect to such Notes shall be calculated in
a manner described in such Notes and in one or more Prospectus Supplements; the
forms of book-entry and certificated securities for such Notes, and the terms and
provisions to be set forth therein, shall be as determined from time to time by any
two Authorized Officers in accordance with the authority granted to them pursuant to
these resolutions; and



     p. Miscellaneous.



     In all other respects, the Notes shall have the terms to be established and
reestablished from time to time by any two Authorized Officers; and be it



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2. Authentication and Delivery of Notes.




     FURTHER RESOLVED, that any one Authorized Officer be, and each of them hereby
is, authorized and directed to cause the Trustee to complete and authenticate Notes
in the form or forms and in the aggregate principal amount specified in paragraph 1
above in such denominations and registered in such names as shall hereafter be
requested in accordance with a Company Order to the Trustee, and to deliver said
authenticated Notes in accordance with said Company Order and the Administrative
Procedures, and otherwise to act with respect to the Notes in accordance with the
Company Order and the Administrative Procedures; and be it



3. Selling Agent Agreement.




     FURTHER RESOLVED, that the Authorized Officers are hereby authorized to
establish the form, terms and provisions of the Selling Agent Agreement relating to
the sale of Notes to or through agents (the “Agents”) to be entered into among the
Agents and the Company (the “Selling Agent Agreement”), and that any two Authorized
Officers be, and they hereby are, authorized in the name and on behalf of the
Company to execute and deliver, in such number of counterparts as such Authorized
Officers deem advisable, the Selling Agent Agreement in such form, and containing
such terms and provisions, as the Authorized Officers executing the same shall
approve, such approval to be conclusively evidenced by their execution and delivery
thereof; and be it



4. Administrative Procedures.




     FURTHER RESOLVED, that the Authorized Officers are hereby authorized to
establish the forms, terms and provisions of the Administrative Procedures relating
to the sale of Notes to or through the Agents, and that the appropriate officers of
the Company be, and they hereby are, authorized to act in accordance with such
Administrative Procedures in such form and containing such terms and provisions, as
any two Authorized Officers shall approve; and be it



5. Exchange Rate Agency Agreement




     FURTHER RESOLVED, that the Authorized Officers are hereby authorized to
establish the form, terms and provisions of one or more Exchange Rate Agency
Agreements relating to the calculation of exchange rates between U.S. dollars and
foreign currencies in which Notes may be denominated and payable, to be entered into
between the Company and the Trustee as exchange rate agent, and that any two
Authorized Officers be, and they hereby are, authorized in the name and on behalf of
the Company to execute and deliver, in such number of counterparts as such
Authorized Officers deem advisable, any Exchange Rate Agency Agreement in such form,
and containing such terms and provisions, as the Authorized Officers executing the
same shall approve, such approval to be conclusively evidenced by their execution
and delivery thereof; and be it



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6. Letter of Representations.




     FURTHER RESOLVED, that the Authorized Officers are hereby authorized to
establish the form, terms and provisions of the Letter of Representations relating
to certain matters arising in connection with the issuance of Notes, to be entered
into among the Company, the Trustee and The Depository Trust Company, and that any
one Authorized Officer be, and each of them hereby is, authorized in the name and on
behalf of the Company to execute and deliver, in such number of counterparts as such
Authorized Officer deems advisable, the Letter of Representations in such form, and
containing such terms and provisions, as the Authorized Officer executing the same
shall approve, such approval to be conclusively evidenced by such Authorized
Officer’s execution and delivery thereof; and be it



7. Authorized Officers.




     FURTHER RESOLVED, that the Chairman, the Chief Executive Officer, the
President, the Chief Financial Officer, the Treasurer and any Assistant Treasurer of
the Company be, and each of them hereby is, appointed as an Authorized Officer, and
that any two Authorized Officers be, and hereby are, authorized to make all
determinations and to do and prepare all such acts or things, and to execute,
deliver, and file such documents or instruments as may be necessary or appropriate
in order to carry out fully the purposes and intent of the foregoing resolutions,
except that any one Authorized Officer, acting alone, shall be authorized to take
the actions specified in paragraphs 2 and 6 above; and be it



8. Further Miscellaneous Authority.




     FURTHER RESOLVED, that the appropriate officers of the Company be, and each of
them hereby is, authorized to do and perform all such acts or things, and to
execute, deliver, and file such documents or instruments as such officer may deem
necessary or appropriate in order to carry out fully the purpose and intent of the
foregoing resolutions.



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November 16, 2007


RESOLUTIONS AUTHORIZING INCOMENOTES 



     WHEREAS, this Terms and Pricing Committee previously has authorized the
creation, issuance and sale of up to $15,000,000,000 aggregate principal amount of
the Company’s debt securities (the “Debt Securities”), which are to be issued under
an Indenture, dated as of May 1, 1999 (the “Indenture”), between the Company and
Wilmington Trust Company (as successor trustee to Citibank, N.A.), as Trustee (the
“Trustee”), and which Debt Securities have been registered under the Securities Act
of 1933 on the Company’s Registration Statement on Form S-3 (Registration No.
333-136056) which was filed and became automatically effective with the Securities
and Exchange Commission on July 26, 2006 (the “New Registration Statement”); and



     WHEREAS, Citibank, N.A. serves as Paying Agent, Security Registrar and
Authenticating Agent under the Indenture; and



     WHEREAS, this Terms and Pricing Committee on March 27, 2003 (the “Prior
Resolutions”) created a series of Debt Securities titled “IncomeNotes with
maturities of 9 months or more from date of issue” (the “Notes”) and authorized the
issuance and sale thereof from time to time under its Notes program using the
Company’s Registration Statement on Form S-3 (Registration Statement No. 333-100345)
which was declared effective by the Securities and Exchange Commission on October
18, 2002; and



     WHEREAS, the Prior Resolutions provided that the aggregate principal amount of
Notes which may be authenticated and delivered under the Indenture shall not exceed
$1,000,000,000 (or the equivalent thereof in one or more foreign currencies,
including the Euro, and any composite currency); and



     WHEREAS, this Terms and Pricing Committee now desires to recommence the Notes
program under the New Registration Statement and to increase by $1,500,000,000 the
aggregate principal amount of Notes which may be authenticated and delivered under
the Indenture;



1. Approval of Terms of IncomeNotes.




     NOW, THEREFORE, BE IT RESOLVED, that this Terms and Pricing Committee hereby
authorizes and approves the issuance of Notes under the New Registration Statement,
the delivery of Notes to the Trustee, the authentication thereof by the Trustee (or
a duly authorized agent of the Trustee), and the delivery thereof by the Trustee
pursuant to a Company Order (as defined in the Indenture; and any terms used herein
in initially capitalized form but not defined herein shall have the



 









 




meanings given
to them in the Indenture), all in accordance with Article Three of the Indenture and
with the procedures set forth in the Indenture and in the administrative procedures
hereinafter approved (the “Administrative Procedures”) as follows:




     a. Aggregate Principal Amount.



     The aggregate principal amount of the Notes which may be authenticated and
delivered under the Indenture shall not exceed $1,500,000,000 (or the equivalent
thereof in one or more foreign currencies, including the Euro, and any
composite currency) plus such additional aggregate principal amount of Notes as
were authorized for authentication and delivery under the Indenture pursuant to the
Prior Resolutions that were not so authenticated and delivered. For purposes of
calculating the issue price of Notes denominated in a foreign currency to be applied
against the amount of Notes authorized, such Notes shall have an issue price in U.S.
dollars determined by Citibank, N.A., as Paying Agent, using the noon buying rate in
The City of New York for cable transfers in foreign currencies as certified (or if
not so certified, as otherwise determined) for customs purposes by The Federal
Reserve Bank of New York;



     b. Type of Security.



     The Notes shall be issued as Registered Securities pursuant to the Indenture;
and the Notes may be issued, as determined by any two Authorized Officers (as named
below), either in certificated form or in book-entry form; and beneficial owners of
interests in any Notes issued in book-entry form may exchange such interests for
Notes in certificated form only under the circumstances, and on the terms and
conditions, as may be determined by any two Authorized Officers;



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     c. Maturity Date.



     Each Note shall have a Stated Maturity on which the principal of the Note is
payable, as determined by any two Authorized Officers in accordance with the
Administrative Procedures, which Stated Maturity may vary among the Notes and, in
the case of extendible maturity notes, may be extended; provided,
however, that each Stated Maturity shall not be less than nine months from
date of issue;



     d. Interest, Principal Amount and Currency



     Each Note shall be issued in a principal amount and in a currency determined by
any two Authorized Officers in accordance with the Indenture and the Administrative
Procedures; each interest bearing Note shall bear interest from its date of issue at
a fixed rate; subject to the provisions established by these resolutions, all
determinations regarding interest on the Notes shall be made by any two Authorized
Officers in accordance with the Indenture and the Administrative Procedures; and
principal amounts and interest terms may vary among the Notes;



     e. Issue Date.



     Each Note shall be issued on and dated such date as may be determined by any
two Authorized Officers in accordance with the Administrative Procedures, which date
may vary among the Notes;



     f. Interest Payments Dates and Record Dates.



     The Interest Payment Dates on which interest on each Note shall be payable
shall be as set forth in the table below depending on whether interest is payable on
a monthly, quarterly, semi-annual or annual basis, unless otherwise determined by
any two Authorized Officers, and at Maturity of the Note; and, unless otherwise
determined by any two Authorized Officers, the Regular Record Date for the payment
of interest on any Note shall be the fifteenth calendar day (whether or not a
Business Day) prior to each such Interest Payment Date;



	 	 	 
	Interest	 	 
	Payments	 	Interest Payment Dates
	Monthly

	 	Fifteenth day of each calendar month, commencing in the
first succeeding calendar month following the month in
which the Note is issued.
	 
	 	 
	Quarterly

	 	Fifteenth day of every third month, commencing in the
third succeeding calendar month following the month in
which the Note is issued.
	 
	 	 
	Semi-annual

	 	Fifteenth day of every sixth month, commencing in the
sixth succeeding calendar month following the month in
which the Note is issued.






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	Interest	 	 
	Payments	 	Interest Payment Dates
	Annual

	 	Fifteenth day of every twelfth month, commencing in the
twelfth succeeding calendar month following the month in
which the Note is issued.






     g. Place and Manner of Payment.



     Payment of the principal of, and premium and interest, if any, on the Notes
shall be made at the places and in the manner approved by any two Authorized
Officers in accordance with the provisions of the Indenture and the Administrative
Procedures;



     h. Redemption or Repayment.



     The Notes shall not be redeemable or repayable prior to the Stated Maturity
thereof unless otherwise determined with respect to specific Notes by any two
Authorized Officers and unless so specified in a Prospectus Supplement, in which
case such specific Notes shall be redeemable or repayable at the times or upon the
events determined by such Authorized Officers and in accordance with the provisions
set forth in such Notes and Prospectus Supplement and in the Indenture;



     i. Sinking Fund.



     The Notes shall not be entitled to any sinking fund unless otherwise determined
with respect to specific Notes by any two Authorized Officers and unless so
specified in a Prospectus Supplement, in which case such specific Notes shall be
entitled to a sinking fund at the times or upon the events determined by such
Authorized Officers and in accordance with the provisions set forth in such Notes
and Prospectus Supplement and in the Indenture;



     j. Denominations.



     The Notes shall be issuable in denominations of $1,000 or any amount in excess
thereof which is an integral multiple of $1,000 (or such other authorized
denominations in a specified currency other than United States dollars as shall be
determined by any two Authorized Officers);



     k. Book-entry.



     Unless otherwise determined with respect to specific Notes by any two
Authorized Officers, all of the Notes shall be issued in book-entry form pursuant to
the book-entry system described in a Prospectus Supplement and the accompanying
Prospectus;



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     l. Form of Book-entry Security. 



     The form of book-entry security for Notes attached to this written consent as
Exhibit A, and the terms and provisions of such Notes set forth therein (including,
without limitation, the terms and provisions with respect to the payment of
principal and interest and with respect to optional redemption, optional repayment,
survivor’s option and sinking fund payments), hereby are approved in all respects;
and, unless otherwise determined by any two Authorized Officers in accordance with
the authority granted to them pursuant to these resolutions, such form of security
shall be used for, and such terms and provisions shall apply to, each Note, issued
in book-entry form (it being understood that such optional redemption, optional
repayment, survivor’s option and sinking fund terms shall not be applicable to any
Note unless otherwise determined by any two Authorized Officers and unless so
specified in a Prospectus Supplement);



     m. Form of Certificated Securities.



     The form of certificated securities for Notes, and the terms and provisions for
such Notes to be set forth therein, shall be as determined from time to time by any
two Authorized Officers in accordance with the authority granted to them pursuant to
these resolutions;



     n. Additional Types of Notes.



     The Notes may be issued as discount notes, indexed notes, extendible maturity
notes and amortizing notes and, subject to the provisions established by these
resolutions, all determinations regarding the terms of such Notes shall be made by
any two Authorized Officers in accordance with the Indenture and the Administrative
Procedures and all amounts payable with respect to such Notes shall be calculated in
a manner described in such Notes and in one or more Prospectus Supplements; the
forms of book-entry and certificated securities for such Notes, and the terms and
provisions to be set forth therein, shall be as determined from time to time by any
two Authorized Officers in accordance with the authority granted to them pursuant to
these resolutions; and



     o. Miscellaneous.



     In all other respects, the Notes shall have the terms to be established and
reestablished from time to time by any two Authorized Officers; and be it



2. Authentication and Delivery of Notes.




     FURTHER RESOLVED, that any one Authorized Officer be, and each of them hereby
is, authorized and directed to cause the Trustee to complete and authenticate Notes
in the form or forms and in the



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aggregate principal amount specified in paragraph 1
above in such denominations and registered in such names as shall hereafter be
requested in accordance with a Company Order to the Trustee, and to deliver said
authenticated Notes in accordance with said Company Order and the Administrative
Procedures, and otherwise to act with respect to the Notes in accordance with the
Company Order and the Administrative Procedures; and be it



3.  Selling Agent Agreement.




     FURTHER RESOLVED, that the Authorized Officers are hereby authorized to
establish the form, terms and provisions of the Selling Agent Agreement relating to
the sale of Notes to or through agents (the “Agents”) to be entered into among the
Agents and the Company (the “Selling Agent Agreement”), and that any two Authorized
Officers be, and they hereby are, authorized in the name and on behalf of the
Company to execute and deliver, in such number of counterparts as such Authorized
Officers deem advisable, the Selling Agent Agreement in such form, and containing
such terms and provisions, as the Authorized Officers executing the same shall
approve, such approval to be conclusively evidenced by their execution and delivery
thereof; and be it



4. Administrative Procedures.




     FURTHER RESOLVED, that the Authorized Officers are hereby authorized to
establish the forms, terms and provisions of the Administrative Procedures relating
to the sale of Notes to or through the Agents, and that the appropriate officers of
the Company be, and they hereby are, authorized to act in accordance with such
Administrative Procedures in such form and containing such terms and provisions, as
any two Authorized Officers shall approve; and be it



5. Exchange Rate Agency Agreement




     FURTHER RESOLVED, that the Authorized Officers are hereby authorized to
establish the form, terms and provisions of one or more Exchange Rate Agency
Agreements relating to the calculation of exchange rates between U.S. dollars and
foreign currencies in which Notes may be denominated and payable, to be entered into
between the Company and Citibank, N.A. as exchange rate agent, and that any two
Authorized Officers be, and they hereby are, authorized in the name and on behalf of
the Company to execute and deliver, in such number of counterparts as such
Authorized Officers deem advisable, any Exchange Rate Agency Agreement in such form,
and containing such terms and provisions, as the Authorized Officers executing the
same shall approve, such approval to be conclusively evidenced by their execution
and delivery thereof; and be it



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6.  Letter of Representations.




     FURTHER RESOLVED, that the Authorized Officers are hereby authorized to
establish the form, terms and provisions of the Letter of Representations relating
to certain matters arising in connection with the issuance of Notes, to be entered
into among the Company, Citibank, N.A. and The Depository Trust Company, and that
any one Authorized Officer be, and each of them hereby is, authorized in the name
and on behalf of the Company to execute and deliver, in such number of counterparts
as such Authorized Officer deems advisable, the Letter of Representations in such
form, and containing such terms and provisions, as the Authorized Officer executing
the same shall approve, such approval to be conclusively evidenced by such
Authorized Officer’s execution and delivery thereof; and be it



7. Authorized Officers.




     FURTHER RESOLVED, that the Chairman, the Chief Executive Officer, the
President, the Chief Financial Officer, the Secretary, the Treasurer and any
Assistant Treasurer of the Company be, and each of them hereby is, appointed as an
Authorized Officer, and that any two Authorized Officers be, and hereby are,
authorized to make all determinations and to do and prepare all such acts or things,
and to execute, deliver, and file such documents or instruments as may be necessary
or appropriate in order to carry out fully the purposes and intent of the foregoing
resolutions, except that any one Authorized Officer, acting alone, shall be
authorized to take the actions specified in paragraphs 2 and 6 above; and be it



8. Further Miscellaneous Authority.




     FURTHER RESOLVED, that the appropriate officers of the Company be, and each of
them hereby is, authorized to do and perform all such acts or things, and to
execute, deliver, and file such documents or instruments as such officer may deem
necessary or appropriate in order to carry out fully the purpose and intent of the
foregoing resolutions.




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