EX-24 2 jzakenlpw.htm LIMITED POWER OF ATTORNEY
JORDAN C. ZAKEN

LIMITED POWER OF ATTORNEY FOR

SECTION 16 REPORTING OBLIGATIONS



Know all by these presents, that the undersigned hereby makes, constitutes

and appoints each of Jack P. Adler and Sandra C. Major, each acting

individually, as the undersigned's true and lawful attorney-in-fact, with

full power and authority as hereinafter described on behalf of, and in the

name, place and stead of, the undersigned to:



(1) prepare, execute, acknowledge, deliver and file Form ID and

Forms 3, 4 and 5 (including any amendments thereto) with respect to the

securities of AEP Industries Inc., a Delaware corporation (the

"Company"), with the United States Securities and Exchange

Commission, any national securities exchanges, Nasdaq and

the Company, as considered necessary or advisable under

Section 16(a) of the Securities Exchange Act of 1934 and the

rules and regulations promulgated thereunder, as amended

from time to time (the "Exchange Act"):



(2) seek or obtain, as the undersigned's representative and on the

undersigned's behalf, information on transactions in the Company's

securities from any third party, including brokers, employee benefit

plan administrators and trustees, and the undersigned hereby

authorizes any such person to release any such information to the

undersigned and approves and ratifies any such release of

information; and



(3) perform any and all other acts which in the discretion of such

attorney-in-fact are necessary or desirable for and on behalf of the

undersigned in connection with the foregoing.



The undersigned acknowledges that:



(1) this Power of Attorney authorizes, but does not require, each such

attorney-in-fact to act in his or her discretion on information provided to

such attorney-in-fact without independent verification of such

information;



(2) any documents prepared and/or executed by either such

attorney-in-fact on behalf of the undersigned pursuant to this Power

of Attorney will be in such form and will contain such information

and disclosures as such attorney-in-fact, in his or her discretion,

deems necessary or desirable;



(3) neither the Company nor either such attorneys-in-fact assumes

(i) any liability for the undersigned's responsibility to comply with the

requirements of the Exchange Act, (ii) any liability of the undersigned

for any failure to comply with such requirements, or (iii) any obligation

or liability of the undersigned for profit disgorgement under

Section 16(b) of the Exchange Act; and



(4) this Power of Attorney does not relieve the undersigned from

responsibility for compliance with the undersigned's obligations under

the Exchange Act, including, without limitation, the reporting

requirements under Section 16 of the Exchange Act.



The undersigned hereby gives and grants each of the foregoing

attorneys-in-fact full power and authority to do and perform all and

every act and thing whatsoever requisite, necessary or

appropriate to be done in and about the foregoing matters as fully

to all intents and purposes as the undersigned might or could do it

present hereby ratifying all that each such attorney-in-fact of, for

and on behalf of the undersigned, shall lawfully do or cause to be

done by virtue of this Limited Power of Attorney.



This Power of Attorney shall remain in full force and effect until

revoked by the undersigned in a signed writing delivered to each

such attorney-in-fact.



IN WITNESS WHEREOF, the undersigned has caused this

Power of Attorney to be executed this 18th day of August, 2004.



s/Jordan C. Zaken

Jordan C. Zaken



STATE OF NEW YORK)

COUNTY OF NEW YORK)



On this 18th day of August, 2004, Jordan Zaken personally

appeared before  me, and acknowledged that s/he executed the

foregoing instrument for the purposes therein contained.



IN WITNESS WHEREOF, I have hereunto set my hand

and official seal.



s/Chelsea N. Vick

Notary Public

My Commission Expires:  January 13, 2007