H:\tshanley\s-8\ssip.1 Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------------
FORD MOTOR COMPANY
(Exact name of registrant as specified in its charter)
Delaware 38-0549190
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
The American Road
Dearborn, Michigan 48121-1899
(Address of principal executive offices) (Zip Code)
-----------------------------------------
FORD MOTOR COMPANY SAVINGS AND STOCK
INVESTMENT PLAN FOR SALARIED EMPLOYEES
(Full title of the Plan)
---------------------------------------
J. M. Rintamaki, Esq.
Ford Motor Company
P. O. Box 1899
The American Road
Dearborn, Michigan 48121-1899
(313) 323-2260
(Name, address and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
===============================
<TABLE>
<CAPTION>
Proposed
Proposed maximum
maximum aggregate
Title of securities Amount to be offering price offering Amount of
to be registered registered* per share** price** registration fee
- -------------------- ------------ -------------- ---------- -----------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 14,000,000
par value shares $31.125 $435,750,000 150,258.62
==================================================================================
</TABLE>
*The number of shares being registered represents the maximum
number of additional shares not registered heretofore that may be
acquired by the Trustee under the Plan during 1994 and during
subsequent years until a new Registration Statement becomes
effective.
**Based on the market price of Common Stock of the Company on
July 22, 1994 in accordance with Rule 457(c) under the Securities
Act of 1933.
In addition, pursuant to Rule 416(c) under the Securities Act
of 1933, this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the Plan
described herein.
<PAGE>
FORD MOTOR COMPANY SAVINGS AND STOCK INVESTMENT
PLAN FOR SALARIED EMPLOYEES
______________________
INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENTS
The contents of Registration Statements Nos. 33-54275,
33-50194, 33-36061, 33-14951 and 2-95020 are incorporated herein by
reference.
____________________
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit 4.A - Ford Motor Company Savings and Stock Investment
Plan for Salaried Employees. Filed as Exhibit
4(A) to Registration Statement No. 33-14951 and
incorporated herein by reference.
Exhibit 4.B - Copy of Trust Agreement dated January 13, 1956
between Ford Motor Company and Comerica Bank
(formerly Manufacturers National Bank of Detroit),
as Trustee. Filed as Exhibit 5-C to Registration
Statement No. 2-12160 and incorporated herein by
reference.
Exhibit 4.C - Copy of Amendment dated January 1, 1970 to Trust
Agreement dated January 13, 1956 between Ford
Motor Company and Comerica Bank (formerly
Manufacturers National Bank of Detroit), as
Trustee. Filed as Exhibit 3 to Registration
Statement No. 2-37159 and incorporated herein by
reference.
<PAGE>
Exhibit 4.D - Copy of Amendment dated July 1, 1973 to Trust
Agreement dated January 13, 1956, as amended
January 1, 1970, between Ford Motor Company and
Comerica Bank (formerly Manufacturers National
Bank of Detroit), as Trustee. Filed as Exhibit Y
to the Annual Report of the Company on Form 10-K
for 1973 and incorporated herein by reference.
Exhibit 4.E - Copy of Amendment dated as of January 1, 1977 to
Trust Agreement dated January 13, 1956 between
Ford Motor Company and Comerica Bank (formerly
Manufacturers National Bank of Detroit), as
Trustee. Filed as Exhibit 2(C) to Registration
Statement No. 2-58732 and incorporated herein by
reference.
Exhibit 4.F - Copy of Amendment effective as of January 1, 1993
to Trust Agreement dated January 13, 1956 between
Ford Motor Company and Comerica Bank, as Trustee.
Filed as Exhibit 4.F to Registration Statement No.
33-54275 and incorporated herein by reference.
Exhibit 4.G - Copy of Group Annuity Contract effective January
1, 1992 between The Prudential Insurance Company
of America and Comerica Bank (formerly
Manufacturers National Bank of Detroit), as
Trustee. Filed as Exhibit 4(K) to Registration
Statement No. 33-50194 and incorporated herein by
reference.
Exhibit 4.H - Copy of Letter Agreement effective February 1,
1993 between Lehman Government Securities, Inc.
and Comerica Bank, as Trustee. Filed as Exhibit
4.J to Registration Statement No. 33-54275 and
incorporated herein by reference.
Exhibit 4.I - Copy of Group Annuity Contract effective January
1, 1994 between The Prudential Insurance Company
of America and Comerica Bank, as Trustee. Filed
as Exhibit 4.K to Registration Statement No.
33-54275 and incorporated herein by reference.
Exhibit 5.A - Opinion of Thomas J. DeZure, an Assistant
Secretary and Associate Counsel of Ford Motor
Company, with respect to the legality of the
securities being registered hereunder. Filed with
this Registration Statement.
Exhibit 5.B - Copy of Internal Revenue Service determination
letter that the Plan is qualified under Section
401 of the Internal Revenue Code. Filed as
Exhibit 5(B) to Registration Statement No. 33-
14951 and incorporated herein by reference.
Exhibit 15 - Letter from Independent Certified Public
Accountants regarding unaudited interim financial
information. Filed with this Registration
Statement.
Exhibit 23 - Consent of Independent Certified Public
Accountants. Filed with this Registration
Statement.
Exhibit 24.A - Powers of Attorney authorizing signature. Filed
with this Registration Statement.
Exhibit 24.B - Certified resolutions of Board of Directors
authorizing signature pursuant to a power of
attorney. Filed with this Registration Statement.
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Act
of 1933, the Plan has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Dearborn, State of Michigan, on this 26th day of
July, 1994.
FORD MOTOR COMPANY SAVINGS AND STOCK
INVESTMENT PLAN FOR SALARIED EMPLOYEES
By:/s/P. T. Zachary
--------------------------------
P. T. Zachary, Chairman
Savings and Stock Investment
Plan Committee
<PAGE>
The Registrant. Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Dearborn, State of Michigan, on this 26th day of
July, 1994.
FORD MOTOR COMPANY
By: Alex Trotman*
----------------------------------
(Alex Trotman)
Chairman of the Board of Directors
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
Director and Chairman of the
Board of Directors, President
and Chief Executive Officer
Alex Trotman* (principal executive officer)
- ----------------------------
(Alex Trotman)
Colby H. Chandler* Director
- ----------------------------
(Colby H. Chandler)
Michael D. Dingman* Director July 26, 1994
- ----------------------------
(Michael D. Dingman)
Director and Vice
President, Ford Motor Company,
and Director and President
and Chief Operating Officer,
Edsel B. Ford II* Ford Motor Credit Company
- ----------------------------
(Edsel B. Ford II)
Director and Chairman
William Clay Ford* of the Finance Committee
- ----------------------------
(William Clay Ford)
<PAGE>
Signature Title Date
Director and
Vice President -
Commercial Truck
William Clay Ford, Jr.* Vehicle Center
- ----------------------------
(William Clay Ford, Jr.)
Director and
Allan D. Gilmour* Vice Chairman
- ----------------------------
(Allan D. Gilmour)
Roberto C. Goizueta* Director
- ----------------------------
(Roberto C. Goizueta)
Irvine O. Hockaday, Jr.* Director
- ----------------------------
(Irvine O. Hockaday, Jr.)
Drew Lewis* Director
- ----------------------------
(Drew Lewis)
Ellen R. Marram* Director July 26, 1994
- ----------------------------
(Ellen R. Marram)
Kenneth H. Olsen* Director
- ----------------------------
(Kenneth H. Olsen)
Carl E. Reichardt* Director
- ----------------------------
(Carl E. Reichardt)
Director and Vice Chairman
Louis R. Ross* and Chief Technical Officer
- ----------------------------
(Louis R. Ross)
Director and Executive
Vice President
and Chief Financial Officer
Stanley A. Seneker* (principal financial officer)
- ----------------------------
(Stanley A. Seneker)
<PAGE>
Signature Title Date
Clifton R. Wharton, Jr.* Director
- ----------------------------
(Clifton R. Wharton, Jr.)
Vice President--Controller
Murray L. Reichenstein* (principal accounting officer) July 26, 1994
- ---------------------------
(Murray L. Reichenstein)
*By: /s/K. S. Lamping
--------------------
(K. S. Lamping,
Attorney-in-Fact)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
Sequential Page
at Which Found
(or Incorporated
by Reference)
<S> <C> <C>
Exhibit 4.A Ford Motor Company Savings and Stock Investment
Plan for Salaried Employees. Filed as Exhibit
4(A) to Registration Statement No. 33-14951 and
incorporated herein by reference.
Exhibit 4.B Copy of Trust Agreement dated January 13, 1956
between Ford Motor Company and Comerica Bank
(formerly Manufacturers National Bank of
Detroit), as Trustee. Filed as Exhibit 5-C to
Registration Statement No. 2-12160 and
incorporated herein by reference.
Exhibit 4.C Copy of Amendment dated January 1, 1970 to Trust
Agreement dated January 13, 1956 between Ford
Motor Company and Comerica Bank (formerly
Manufacturers National Bank of Detroit), as
Trustee. Filed as Exhibit 3 to Registration
Statement No. 2-37159 and incorporated herein by
reference.
Exhibit 4.D Copy of Amendment dated July 1, 1973 to Trust
Agreement dated January 13, 1956, as amended
January 1, 1970, between Ford Motor Company and
Comerica Bank (formerly Manufacturers National
Bank of Detroit), as Trustee. Filed as Exhibit
Y to the Annual Report of the Company on Form 10-
K for 1973 and incorporated herein by reference.
Exhibit 4.E Copy of Amendment dated as of January 1, 1977 to
Trust Agreement dated January 13, 1956 between
Ford Motor Company and Comerica Bank (formerly
Manufacturers National Bank of Detroit), as
Trustee. Filed as Exhibit 2(C) to Registration
Statement No. 2-58732 and incorporated herein by
reference.
Exhibit 4.F Copy of Amendment effective as of January 1, 1993
to Trust Agreement dated January 13, 1956 between
Ford Motor Company and Comerica Bank, as Trustee.
Filed as Exhibit 4.F to Registration Statement
No. 33-54275 and incorporated herein by
reference.
Exhibit 4.G Copy of Group Annuity Contract effective January
1, 1992 between The Prudential Insurance Company
of America and Comerica Bank (formerly
Manufacturers National Bank of Detroit), as
Trustee. Filed as Exhibit 4(K) to Registration
Statement No. 33-50194 and incorporated herein by
reference.
Exhibit 4.H Copy of Letter Agreement effective February 1,
1993 between Lehman Government Securities, Inc.
and Comerica Bank, as Trustee. Filed as Exhibit
4.J to Registration Statement No. 33-54275 and
incorporated herein by reference.
Exhibit 4.I Copy of Group Annuity Contract effective January
1, 1994 between The Prudential Insurance Company
of America and Comerica Bank, as Trustee. Filed
as Exhibit 4.K to Registration Statement No. 33-
54275 and incorporated herein by reference.
Exhibit 5.A Opinion of Thomas J. DeZure, an Assistant
Secretary and Associate Counsel of Ford Motor
Company, with respect to the legality of the
securities being registered hereunder. Filed
with this Registration Statement.
Exhibit 5.B Copy of Internal Revenue Service determination
letter that the Plan is qualified under Section
401 of the Internal Revenue Code. Filed as
Exhibit 5(B) to Registration Statement No. 33-
14951 and incorporated herein by reference.
Exhibit 15 Letter from Independent Certified Public
Accountants regarding unaudited interim financial
information. Filed with this Registration
Statement.
Exhibit 23 Consent of Independent Certified Public
Accountants. Filed with this Registration
Statement.
Exhibit 24.A Powers of Attorney authorizing signature. Filed
with this Registration Statement.
Exhibit 24.B Certified resolutions of Board of Directors
authorizing signature pursuant to a power of
attorney. Filed with this Registration
Statement.
</TABLE>
Exhibit 5.A
July 26, 1994
Ford Motor Company
The American Road
Dearborn, Michigan 48121
Ladies and Gentlemen:
This will refer to the Registration Statement on Form S-8 (the
"Registration Statement") that is being filed by Ford Motor Company (the
"Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"),
with respect to 14,000,000 shares of Common Stock, par value $1 per share,
of the Company ("Common Stock"), relating to the Company's Savings and Stock
Investment Plan for Salaried Employees (the "Plan").
As an Assistant Secretary and Associate Counsel of the Company, I am
familiar with the Certificate of Incorporation and the By-Laws of the
Company and with its affairs, including the action taken by the Company in
connection with the Plan. I also have examined such other documents and
instruments and have made such further investigation as I have deemed
necessary or appropriate in connection with this opinion.
Based upon the foregoing, it is my opinion that:
(1) The Company is duly incorporated and validly existing as a
corporation under the laws of the State of Delaware.
(2) All necessary corporate proceedings have been taken to
authorize the issuance of the shares of Common Stock being registered under
the Registration Statement, and all such shares of Common Stock acquired by
the Trustee under the Plan in accordance with the Plan will be legally
issued, fully paid and non-assessable when the Registration Statement shall
have become effective and the Company shall have received therefor the
consideration provided in the Plan (but not less than the par value
thereof).
I hereby consent to the use of this opinion as Exhibit 5.A to the
Registration Statement. In giving this consent, I do not admit that I am
in the category of persons whose consent is required under Section 7 of the
Securities Act or the Rules and Regulations of the Commission issued
thereunder.
Very truly yours,
/s/Thomas J. DeZure
Thomas J. DeZure
Assistant Secretary and
Associate Counsel
J:\a\TESP.opn
Exhibit 15
Coopers
& Lybrand
Ford Motor Company
The American Road
Dearborn, Michigan
Re: Ford Motor Company Registration Statement on Form S-8
We are aware that our report dated April 27, 1994 accompanying the unaudited
interim financial information of Ford Motor Company and Subsidiaries for the
periods ended March 31, 1994 and 1993 and included in the Ford Motor Company
Quarterly Report on Form 10-Q for the quarter ended March 31, 1994 is
incorporated by reference in this Registration Statement. Pursuant to Rule
436(c) under the Securities Act of 1933, this report should not be considered
a part of the registration statement prepared or certified by us within the
meaning of Sections 7 and 11 of the Act.
COOPERS & LYBRAND
400 Renaissance Center
Detroit, Michigan 48243
July 25, 1994
a:\ex15.wp
Exhibit 23
Coopers
& Lybrand
Ford Motor Company
The American Road
Dearborn, Michigan
CONSENT OF COOPERS & LYBRAND
Re: Ford Motor Company Registration Statements No. 33-54275, 33-50194,
33-36061, 33-14951 and 2-95020 on Form S-8
We consent to the incorporation by reference in the above Registration
Statements of our reports dated February 1, 1994 on our audits of the
consolidated financial statements and financial statement schedules of Ford
Motor Company at December 31, 1993 and 1992, and for the years ended December
31, 1993, 1992 and 1991, which reports are included in, or incorporated by
reference in, Ford's 1993 Annual Report on Form 10-K.
COOPERS & LYBRAND
400 Renaissance Center
Detroit, Michigan 48243
July 25, 1994
a:\ex23.ss
Exhibit 24.A
POWER OF ATTORNEY WITH RESPECT TO REGISTRATION
STATEMENTS COVERING COMMON STOCK OF FORD MOTOR
COMPANY FOR ISSUANCE UNDER EMPLOYEE STOCK PLANS
Each of the undersigned, an officer and/or director of FORD
MOTOR COMPANY (the "Company"), does hereby constitute and appoint
S. A. Seneker, J. A. Hall, D. N. McCammon, M. L. Reichenstein, J.
W. Martin, Jr., J. M. Rintamaki, L. J. Ghilardi, K. S. Lamping and
P. J. Sherry, Jr., and each of them, severally, his or her true and
lawful attorney and agent at any time and from time to time to do
any and all acts and things and execute, in his or her name
(whether on behalf of the Company, or as an officer or director of
the Company, or by attesting the seal of the Company, or
otherwise), any and all instruments which said attorney and agent
may deem necessary or advisable in order to enable the Company and
its subsidiaries to comply with the Securities Act of 1933, as
amended, and any requirements of the Securities and Exchange
Commission (the "Commission") in respect thereof, in connection
with a Registration Statement or Registration Statements and any
and all amendments (including post-effective amendments) thereto
relating to the issuance of Common Stock under the Ford Motor
Company Savings and Stock Investment Plan for Salaried Employees,
the Ford Motor Company Tax-Efficient Savings Plan for Hourly
Employees, the Ford Credit Savings Plan, the Associates First
Capital Corporation Retirement Savings and Profit Sharing Plan, the
Ford Motor Company 1985 Stock Option Plan, the Ford Motor Company
1990 Long-Term Incentive Plan and the Ford Motor Company
Supplemental Compensation Plan, as authorized by the Board of
Directors of the Company at a meeting held on July 14, 1994,
including specifically but without limitation thereto, power and
authority to sign his or her name (whether on behalf of the
Company, or as an officer or director of the Company, or by
attesting the seal of the Company, or otherwise) to such a
Registration Statement or Registration Statements and to such
amendments to be filed with the Commission, or any of the exhibits,
financial statements and schedules, or the Prospectuses, filed
therewith, and to file the same with the Commission; and each of
the undersigned does hereby ratify and confirm all that said
attorneys and agents, and each of them, shall do or cause to be
done by virtue hereof. Any one of said attorneys and agents shall
have, and may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, each of the undersigned has signed his or
her name hereto as of July 14, 1994.
Colby H. Chandler Michael D. Dingman
------------------------ -------------------------
(Colby H. Chandler) (Michael D. Dingman)
Edsel B. Ford II William C. Ford
------------------------ -------------------------
(Edsel B. Ford II) (William C. Ford)
William C. Ford, Jr. Allan D. Gilmour
------------------------- --------------------------
(William C. Ford, Jr.) (Allan D. Gilmour)
Roberto C. Goizueta Irvine O. Hockaday, Jr.
------------------------- ----------------------------
(Roberto C. Goizueta) (Irvine O. Hockaday, Jr.)
Drew Lewis Ellen R. Marram
------------------------- ----------------------------
(Drew Lewis) (Ellen R. Marram)
Kenneth H. Olsen Carl E. Reichardt
------------------------- -----------------------------
(Kenneth H. Olsen) (Carl E. Reichardt)
Louis R. Ross Stanley A. Seneker
------------------------- -----------------------------
(Louis R. Ross) (Stanley A. Seneker)
Alex Trotman Clifton R. Wharton, Jr.
------------------------- -----------------------------
(Alex Trotman) (Clifton R. Wharton, Jr.)
Murray L. Reichenstein
---------------------------
(Murray L. Reichenstein)
h:\kl\sigpg3
Exhibit 24.B
FORD MOTOR COMPANY
CERTIFICATE
I, T. J. DeZure, an Assistant Secretary of FORD MOTOR COMPANY,
a Delaware corporation (the "Company"), hereby certify, to the best
of my knowledge and belief, that attached hereto are true and
correct copies of resolutions adopted by the Board of Directors of
the Company at a meeting duly called and held on July 14, 1994,
and the same are in full force and effect on the date hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal of the Company on this 26th day of July, 1994.
/s/T. J. DeZure
T. J. DeZure
Assistant Secretary
(Corporate Seal)
Attachment
certs\cert.20
<PAGE>
FORD MOTOR COMPANY
Resolutions Adopted by the Board of Directors
of the Company at a Meeting Held on July 14, 1994
---------------------------------------------------
RESOLVED, That the proposals described in the communication
dated July 14, 1994, signed by S. A. Seneker and addressed to the
members of the Board of Directors, entitled "Issuance of Common
Stock for Employee Stock Plans", presented to and discusssed at
this meeting, be and hereby are approved.
RESOLVED, That, in order to comply with the Securities Act
of 1933, as amended, the directors and appropriate officers of the
Company 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 Registration Statements and
amendments to Registration Statements relating to the Ford Motor
Company Savings and Stock Investment Plan for Salaried Employees,
the Ford Motor Company Tax-Efficient Savings Plan for Hourly
Employees, the Ford Credit Savings Plan, the Associates First
Capital Corporation Retirement Savings and Profit Sharing Plan, the
Ford Motor Company 1985 Stock Option Plan, the Ford Motor Company
1990 Long-Term Incentive Plan and the Ford Motor Company
Supplemental Compensation Plan (collectively, the "Employee Stock
Plans"), including the Prospectuses and the 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 such Registration Statements and
amendments, so executed, to be filed with the Securities and
Exchange Commission (the "Commission").
RESOLVED, That each officer and director who may be
required to sign and execute any of the aforesaid Registration
Statements or amendments or any 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 S. A. Seneker, J. A. Hall, D. N.
McCammon, M. L. Reichenstein, J. W. Martin, Jr., J. M. Rintamaki,
L. J. Ghilardi, K. S. Lamping and P. J. Sherry, Jr., and 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 and all such Registration Statements and amendments, further
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 necessary or advisable to be done in
connection therewith as fully and to all intents and purposes as
such officer or director might or could do in person.
<PAGE>
-2-
RESOLVED, That up to 35,000,000 of the authorized but
unissued shares of the Company's Common Stock, par value $1.00 per
share, ("Common Stock") (collectively, the "Securities") be and
hereby are authorized to be registered with the Commission and
issued from time to time to satisfy Common Stock requirements of
the Employee Stock Plans, and when so issued and paid for in
accordance with the Employee Stock Plans, will be fully paid and
non-assessable.
RESOLVED, That the shares of Common Stock registered with
the Commission pursuant to the three preceding resolutions shall be
reserved for issuance from time to time to satisfy Common Stock
requirements of the Employee Stock Plans.
RESOLVED, That the appropriate officers of the Company, and
each of them, be and hereby are authorized, in the name and 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 of the Securities on the New York,
Boston, Chicago, Pacific Coast and Philadelphia Stock Exchanges in
the United States, the Tokyo Stock Exchange in Japan, and the
Antwerp, Brussels, London, Scottish, Berlin, Dusseldorf, Frankfort,
Hamburg, Munich, Amsterdam, Luxembourg, Zurich, Basle, Geneva,
Lausanne and Paris Stock Exchanges or any other Stock Exchange on
which the Common Stock is then listed, and that the Chairman of the
Board of Directors, 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 to take all such other steps as such persons,
or any of them, may deem necessary, appropriate or desirable to
effect such listing.
RESOLVED, That, in connection with each application of the
Company to the New York Stock Exchange, Inc., any of the above-
listed Stock Exchanges 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 such
Exchange, its governors, officers, employees and its subsidiary
companies and innocent purchasers for 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 certificates representing
the Securities; and that the Chairman of the Board of Directors,
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 such Exchange, the
aforesaid indemnification agreement in such form as the person or
persons executing the same may deem necessary, appropriate or
<PAGE>
-3-
desirable, as conclusively evidenced by his, her or their
execution thereof.
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, the payment of expenses) and to execute (by
manual or facsimile signature) and deliver any and all agreements,
certificates, instruments and documents (under the corporate seal
of the Company or otherwise) as such officer or officers may deem
necessary, appropriate or desirable in order to carry out the
purposes and intents of each and all of the foregoing resolutions.
a:\ex24b
