EX-24.(B) 4 d71394exv24wxby.htm EX-24(B) exv24wxby
Exhibit 24(b)
POWER OF ATTORNEY OF COMPANY DIRECTOR
     KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned authorizes James P. O’Brien and Kevin R. Fease, or any of them, as his attorney in fact and agent, with full power of substitution and resubstitution, to execute or caused to be executed electronically, in his name and on his behalf, in any and all capacities, a Registration Statement on Form S-1 (which Registration Statement may constitute post-effective amendments to registration statements previously filed with the Securities and Exchange Commission) and any amendments including post-effective amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)), relating to offers and sales of up to $700,000,000 aggregate principal amount of its 6.375% Senior Secured Notes due 2012, $650,000,000 aggregate principal amount of its 5.950% Senior Secured Notes due 2013, $500,000,000 aggregate principal amount of its 6.375% Senior Secured Notes due 2015, $550,000,000 aggregate principal amount of its 6.800% Senior Secured Notes due 2018, $800,000,000 aggregate principal amount of its 7.000% Debentures due 2022, $500,000,000 aggregate principal amount of its 7.000% Senior Secured Notes due 2032, $350,000,000 aggregate principal amount of its 7.250% Senior Secured Notes due 2033 and $300,000,000 aggregate principal amount of its 7.500% Senior Secured Notes due 2038 (collectively, the Securities) of Oncor Electric Delivery Company LLC related to market-making transactions in the Securities effected from time to time, and any amendments including post-effective amendments thereto, and to file the same, with all the exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the Securities which are the subject of such Registration Statement, as the case may be, which amendments may make such changes in such Registration Statement, as the case may be, as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things, whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.
     This Power of Attorney may be executed in counterparts and all such duly executed counterparts shall together constitute the same instrument. This Power of Attorney shall not revoke any powers of attorney previously executed by the undersigned. This Power of Attorney shall not be revoked by any subsequent power of attorney that the undersigned may execute, unless such subsequent power of attorney expressly provides that it revokes this Power of Attorney by referring to the date of the undersigned’s execution of this Power of Attorney and subject hereof.
     The “CAUTION TO THE PRINCIPAL” and “IMPORTANT INFORMATION FOR THE AGENT” statement below is required under New York State General Obligations Law. Notwithstanding anything to the contrary contained therein, this Power of Attorney is limited to the powers granted as described above and DOES NOT grant the attorneys-in-fact and agents the authority to spend the undersigned’s money or sell or dispose of the undersigned’s property.
CAUTION TO THE PRINCIPAL: Your Power of Attorney is an important document. As the “principal,” you give the person whom you choose (your “agent”) authority to spend your money and sell or dispose of your property during your lifetime without telling you. You do not lose your authority to act even though you have given your agent similar authority. When your agent exercises this authority, he or she must act according to any instructions you have provided, or, where there are no specific instructions, in your best interest. “Important Information for the Agent” at the end of this document describes your agent’s responsibilities. Your agent can act on your behalf only after signing the Power of Attorney before a notary public. You can request information from your agent at any time. If you are revoking a prior Power of Attorney by executing this Power of Attorney, you should provide written notice of the revocation to your prior agent(s) and to the financial institutions where your accounts are located. You can revoke or terminate your Power of Attorney at any time for any reason as long as you are of sound mind. If you are no longer of sound mind, a court can remove an agent for acting improperly. Your agent cannot make health care decisions for you. You may execute a “Health Care Proxy” to do this. The law governing Powers of Attorney is contained in the New York General Obligations Law, Article 5, Title 15. This law is available at a law library, or online through the New York State Senate or Assembly websites, www.senate.state.ny.us or www.assembly.state.ny.us . If there is anything about this document that you do not understand, you should ask a lawyer of your own choosing to explain it to you.
[REMAINDER OF PAGE LEFT BLANK]

 


 

     IN WITNESS WHEREOF, the undersigned principal has executed this Power of Attorney on the date indicated opposite his name.
     
/S/ MARC C. LIPSCHULTZ
  February 11, 2010
 
   
Marc S. Lipschultz
  Director
State of New York )
County of New York ) ss.:
On the 11 day of February in the year before me, the undersigned, personally appeared Marc S. Lipschultz, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individuals acted, executed the instrument.
/S/ KAREEN V. LIPUMA
Notary Public
[REMAINDER OF PAGE LEFT BLANK]

2


 

IMPORTANT INFORMATION FOR THE AGENT:
When you accept the authority granted under this Power of Attorney, a special legal relationship is created between you and the principal. This relationship imposes on you legal responsibilities that continue until you resign or the Power of Attorney is terminated or revoked. You must:
(1) act according to any instructions from the principal, or, where there are no instructions, in the principal’s best interest;
(2) avoid conflicts that would impair your ability to act in the principal’s best interest;
(3) keep the principal’s property separate and distinct from any assets you own or control, unless
otherwise permitted by law;
(4) keep a record of all receipts, payments, and transactions conducted for the principal; and
(5) disclose your identity as an agent whenever you act for the principal by writing or printing
the principal’s name and signing your own name as “agent” in either of the following manner:
(Principal’s Name) by (Your Signature) as Agent, or (your signature) as Agent for (Principal’s
Name).
You may not use the principal’s assets to benefit yourself or give gifts to yourself or anyone else unless the Principal has specifically granted you that authority in this Power of Attorney or in a Statutory Major Gifts Rider attached to this Power of Attorney. If you have that authority, you must act according to any instructions of the principal or, where there are no such instructions, in the principal’s best interest. You may resign by giving written notice to the principal and to any co-agent, successor agent, monitor if one has been named in this document, or the principal’s guardian if one has been appointed. If there is anything about this document or your responsibilities that you do not understand, you should seek legal advice.
Liability of agent:
The meaning of the authority given to you is defined in New York’s General Obligations Law, Article 5, Title 15. If it is found that you have violated the law or acted outside the authority granted to you in the Power of Attorney, you may be liable under the law for your violation.
[REMAINDER OF PAGE LEFT BLANK]

3


 

     IN WITNESS WHEREOF, each of the undersigned agents, has executed this Power of Attorney on the date indicated opposite his name.
     
/s/ JAMES P. O’BRIEN
 
James P. O’Brien
  March 8, 2010
Agent and Attorney-in-Fact
State of Illinois )
County of Cook ) ss.:
On the 8 day of March in the year before me, the undersigned, personally appeared James P. O’Brien, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individuals acted, executed the instrument.
/S/ KATHRYN CHRISMER
Notary Public
[REMAINDER OF PAGE LEFT BLANK]

4


 

     
/s/ KEVIN R. FEASE
 
Kevin R. Fease
  March 5, 2010
Agent and Attorney-in-Fact
State of Texas )
County of Dallas ) ss.:
On the 5th day of March in the year before me, the undersigned, personally appeared Kevin R. Fease, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individuals acted, executed the instrument.
/S/ ANNA R. HINES
Notary Public
[REMAINDER OF PAGE LEFT BLANK]

5