Registration No. 33-
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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 Identification No.)
of incorporation or organization)
The American Road
Dearborn, Michigan 48121-1899
(Address of principal executive offices) (Zip Code)
FORD MICROELECTRONICS, INC. SALARIED RETIREMENT SAVINGS PLAN
(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)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================
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, 100,000
$1.00 par value shares $27.5625 $2,756,250 $950.44
==================================================================================
</TABLE>
* Based on the market price of Common Stock of the Company on
April 20, 1995, in accordance with Rule 457(c) under the Securities Act of
1933.
==============================================================================
<PAGE>
FORD MICROELECTRONICS, INC. SALARIED RETIREMENT SAVINGS PLAN
______________________
INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENT
The contents of Registration Statement No. 33-56785 is incorporated herein by
reference.
____________________
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of Delaware provides as follows:
145. Indemnification of officers, directors, employees and agents;
insurance -
(a) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, created a
presumption that the person did not act in good faith and in
a manner which he reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal
action or proceeding, had reasonable cause to believe that his
conduct was unlawful.
(b) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
-2-
<PAGE>
(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b), or in defense
of any claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (a) and (b) of this
section. Such determination shall be made (1) by a majority vote of the
directors who are not parties to such action, suit or proceeding,even though
less than a quorum, or (2) if such there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion, or (3)
by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative, or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the corporation as authorized in this Section. Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the board of directors deems appropriate.
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.
(g) A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under the provisions of this section.
(h) For purposes of this Section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under the provisions of this Section with respect to the resulting or
surviving corporation as he would have with respect to such constituent
corporation if its separate existence had continued.
-3-
<PAGE>
(i) For purposes of this Section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee,
or agent with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.
(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
Item 8. Exhibits.
Exhibit 4.1 - Description of Ford Microelectronics, Inc. Salaried Retirement
Savings Plan. Filed as Exhibit 4.1 to Registration Statement No.
33-56785 and incorporated herein by reference.
Exhibit 4.2 - Trust/Custodial Account Agreement effective as of September 1,
1994 between Ford Microelectronics, Inc. and Comerica Bank, as
Trustee. Filed as Exhibit 4.2 to Registration Statement No. 33-
56785 and incorporated herein by reference.
Exhibit 4.3 - Adoption Agreement effective as of September 1, 1994 between Ford
Microelectronics, Inc. and Comerica Bank, as Trustee. Filed as
Exhibit 4.3 to Registration Statement No. 33-56785 and
incorporated herein by reference.
Exhibit 5.1 - Opinion of Thomas J. DeZure, an Assistant Secretary and Counsel
of Ford Motor Company, with respect to the legality of the
securities being registered hereunder. Filed with this
Registration Statement.
Exhibit 5.2 - Opinion of William J. Rooney, a Counsel of Ford Motor Company,
with respect to compliance requirements of the Employee
Retirement Income Security Act of 1974. Filed with this
Registration Statement.
Exhibit 23 - Consent of Independent Certified Public Accountants. Filed with
this Registration Statement.
Exhibit 24.1- Powers of Attorney authorizing signature. Filed with this
Registration Statement.
-4-
<PAGE>
Exhibit 24.2- Certified resolutions of Board of Directors authorizing signature
pursuant to a power of attorney. Filed with this Registration
Statement.
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 Colorado
Springs, State of Colorado, on this 25th day of April, 1995.
FORD MICROELECTRONICS, INC. SALARIED RETIREMENT SAVINGS PLAN
By:/s/Ralph F. Schauer, Chairman
Ralph F. Schauer, Chairman
Ford Microelectronics, Inc. Salaried
Retirement Savings Plan Administrative Committee
-5-
<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 25th day of April, 1995.
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 April 25, 1995
- --------------------------
(Michael D. Dingman)
Director, Vice
President-Ford
and President and
Chief Operating Officer,
Edsel B. Ford II* Ford Motor Credit Company
- --------------------------
(Edsel B. Ford II)
William Clay Ford* Director
- --------------------------
(William Clay Ford)
-6-
<PAGE>
Signature Title Date
--------- ----- ----
Director and Chairman
William Clay Ford, Jr.* of the Finance Committee
- ------------------------------
(William Clay Ford, Jr.)
Roberto C. Goizueta* Director
- ------------------------------
(Roberto C. Goizueta)
Irvine O. Hockaday, Jr.* Director
- ------------------------------
(Irvine O. Hockaday, Jr.)
Marie-Josee Kravis* Director
- ------------------------------
(Marie-Josee Kravis)
Drew Lewis* Director
- ------------------------------
(Drew Lewis)
Ellen R. Marram* Director April 25, 1995
- ------------------------------
(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)
-7-
<PAGE>
Signature Title Date
--------- ----- ----
Clifton R. Wharton, Jr.* Director
- -----------------------------
(Clifton R. Wharton, Jr.)
Group Vice President
and Chief Financial Officer
John M. Devine* (principal financial officer)
- ----------------------------
(John M. Devine) April 25, 1995
Vice President--Controller
Murray L. Reichenstein* (principal accounting officer)
- ----------------------------
(Murray L. Reichenstein)
</TABLE>
*By: /s/K. S. Lamping
---------------------
(K. S. Lamping,
Attorney-in-Fact)
-8-
<PAGE>
EXHIBIT INDEX
Sequential Page
at Which Found
(or Incorporated
by Reference)
Exhibit 4.1 Description of Ford Microelectronics, Inc.
Salaried Retirement Savings Plan. Filed as
Exhibit 4.1 to Registration Statement No 33-
56785 and incorporated herein by reference.
Exhibit 4.2 Trust/Custodial Account Agreement effective
as of September 1, 1994 between Ford
Microelectronics, Inc. and Comerica Bank, as
Trustee. Filed as Exhibit 4.2 to
Registration Statement No. 33-56785 and
incorporated herein by reference.
Exhibit 4.3 Adoption Agreement effective as of September
1, 1994 between Ford Microelectronics, Inc.
and Comerica Bank, as Trustee. Filed as
Exhibit 4.3 to Registration Statement No.
33-56785 and incorporated herein by
reference.
Exhibit 5.1 Opinion of Thomas J. DeZure, an Assistant
Secretary and Counsel of Ford Motor Company,
with respect to the legality of the
securities being registered hereunder.
Filed with this Registration Statement.
Exhibit 5.2 Opinion of William J. Rooney, a Counsel of
Ford Motor Company, with respect to
compliance requirements of the Employee
Retirement Income Security Act of 1974.
Filed with this Registration Statement.
Exhibit 23 Consent of Independent Certified Public
Accountants. Filed with this Registration
Statement.
Exhibit 24.1 Powers of Attorney authorizing signature.
Filed with this Registration Statement.
Exhibit 24.2 Certified resolutions of Board of Directors
authorizing signature pursuant to a power of
attorney. Filed with this Registration
Statement.
-9-
Exhibit 5.1
FORD MOTOR COMPANY
THE AMERICAN ROAD
DEARBORN, MICHIGAN 48121
April 25, 1995
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 100,000 shares of Common
Stock, par value $1.00 per share, of the Company ("Common Stock"),
relating to the Ford Mircoelectronics, Inc. Salaried Retirement
Savings Plan (the "Plan").
As an Assistant Secretary and 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 actions 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).
<PAGE>
-2-
I hereby consent to the use of this opinion as Exhibit 5.1 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 Counsel
opinion\fmi.1
Exhibit 5.2
FORD MOTOR COMPANY
THE AMERICAN ROAD
DEARBORN, MICHIGAN 48121
April 25, 1995
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"), relating to the Ford Microelectronics, Inc.
Salaried Retirement Savings Plan (the "Plan").
As a Counsel of the Company, I am familiar with the affairs of
the Company, including the action taken by the Company in
connection with the Plan. I have examined, or caused to be
examined, the provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA") and the provisions of the Plan.
I also have examined or caused to be examined such other documents
and instruments and have made such further investigation as I have
deemed appropriate in connection with this opinion.
Based upon the foregoing, it is my opinion that the provisions
of the Plan, as amended and subsequently modified if necessary to
obtain a favorable determination letter from the Internal Revenue
Service, will comply with the requirements of ERISA pertaining to
such provisions.
I hereby consent to the use of this opinion as Exhibit 5.2 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/William J. Rooney
William J. Rooney
Counsel
Exhibit 23
COOPERS & LYBRAND L.L.P
Ford Motor Company
The American Road
Dearborn, Michigan
CONSENT OF COOPERS & LYBRAND L.L.P.
Re: Ford Motor Company Registration Statement No. 33-56785
on Form S-8
We consent to the incorporation by reference in the above
Registration Statement of our reports dated January 27, 1995 on
our audits of the consolidated financial statements of Ford Motor
Company at December 31, 1994 and 1993, and for the years ended
December 31, 1994, 1993 and 1992, which reports are included in, or
incorporated by reference in, Ford's 1994 Annual Report on Form
10-K.
/s/COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
400 Renaissance Center
Detroit, Michigan 48243
April 24, 1995
Exhibit 24.1
POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENTS
COVERING COMMON STOCK OF FORD MOTOR COMPANY FOR ISSUANCE
UNDER DIVIDEND REINVESTMENT PLANS AND EMPLOYEE STOCK PLANS
---------------------------------------------------------
Each of the undersigned, a director or officer of FORD MOTOR
COMPANY, appoints J. M. Devine, J. A. Hall, D. N. McCammon, M. L.
Reichenstein, M. S. Macdonald, J. W. Martin, Jr., J. M. Rintamaki,
L. J. Ghilardi, K. S. Lamping and P. J. Sherry, Jr. 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 FORD MOTOR COMPANY
and its subsidiaries to comply with the Securities Act of 1933, and
any requirements of the Securities and Exchange Commission, in
connection with Registration Statements and any and all amendments
thereto relating to the issuance of Common Stock under (i) the
Dividend Reinvestment and Stock Purchase Plan of Ford Motor Company
and Ford Holdings, Inc. and any other dividend reinvestment and
stock purchase plans of FORD MOTOR COMPANY and (ii) 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 Microelectronics, Inc. Salaried Retirement Savings Plan, the
Primus Automotive Financial Services, Inc. Prime Account, the Ford
Motor Company 1985 Stock Option Plan, the Ford Motor Company 1990
Long-Term Incentive Plan, the Ford Motor Company Supplemental
Compensation Plan and such other employee stock plans as may be
adopted by FORD MOTOR COMPANY or any of its subsidiaries, as
authorized at a meeting of the Board of Directors of FORD MOTOR
COMPANY held on April 13, 1995, including but not limited to, power
and authority to sign his or her name (whether on behalf of FORD
MOTOR COMPANY, or otherwise) to such Registration Statements and
any amendments thereto and to file them with the Securities and
Exchange Commission. 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
13th day of April, 1995.
<TABLE>
<CAPTION>
<S> <C>
/s/Alex Trotman /s/Colby H. Chandler
- -------------------------------- --------------------------------
(Alex Trotman) (Colby H. Chandler)
/s/Michael D. Dingman /s/Edsel B. Ford II
- ------------------------------- -------------------------------
(Michael D. Dingman) (Edsel B. Ford II)
/s/William C. Ford /s/William C. Ford, Jr.
- ------------------------------- ------------------------------
(William C. Ford) (William C. Ford, Jr.)
/s/Roberto C. Goizueta /s/Irvine O. Hockaday, Jr.
- ------------------------------- ------------------------------
(Roberto C. Goizueta) (Irvine O. Hockaday, Jr.)
/s/Marie-Josee Kravis /s/Drew Lewis
- ------------------------------- -----------------------------
(Marie-Josee Kravis) (Drew Lewis)
/s/Ellen R. Marram /s/Kenneth H. Olsen
- ------------------------------- -----------------------------
(Ellen R. Marram) (Kenneth H. Olsen)
/s/Carl E. Reichardt /s/Louis R. Ross
- ------------------------------- ----------------------------
(Carl E. Reichardt) (Louis R. Ross)
/s/Clifton R. Wharton, Jr. /s/John M. Devine
- ------------------------------- ----------------------------
(Clifton R. Wharton, Jr.) (John M. Devine)
/s/Murray L. Reichenstein
- -------------------------------
(Murray L. Reichenstein)
</TABLE>
h:\tshanley\power4.aty
Exhibit 24.2
FORD MOTOR COMPANY
Certificate of an Assistant Secretary
The undersigned, T. J. DeZure, an Assistant Secretary of Ford
Motor Company, a Delaware corporation (the "Company"), DOES HEREBY
CERTIFY 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 April 13, 1995, and the same are in full force and effect on
the date hereof.
WITNESS my hand and the seal of the Company this 25th day of
April, 1995.
/s/Thomas J. DeZure
Thomas J. DeZure
Assistant Secretary
(Corporate Seal)
tshanley\certs\fmcpoa
<PAGE>
Resolutions adopted by the Board of Directors
of Ford Motor Company at a Meeting
Held on April 13, 1995
--------------------------------------------------
RESOLVED, That the proposals described in the communication dated
April 13, 1995, signed by J. M. Devine and addressed to the members of
the Board of Directors, entitled "1995 Annual Report on Financing Plans
and Investments", presented to and discussed 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 Microelectronics, Inc. Salaried Retirement Savings Plan, the
Primus Automotive Financial Services, Inc. Prime Account, the Ford
Motor Company 1985 Stock Option Plan, the Ford Motor Company 1990
Long-Term Incentive Plan, the Ford Motor Company Supplemental
Compensation Plan and such other employee stock plans as may be
adopted by the Company or any of its subsidiaries (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 J. M. Devine, J. A. Hall, D. N. McCammon, M. L.
Reichenstein, M. S. Macdonald, 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.
RESOLVED, That up to 40,000,000 of the authorized but unissued
shares of the Company's Common Stock, par value $1.00 per share,
("Common Stock"), less such number of shares of Common Stock
theretofore registered with the Commission pursuant to the
resolutions set forth above under the caption "RESOLUTIONS RELATING
TO ISSUANCE OF COMMON STOCK PURSUANT TO DIVIDEND REINVESTMENT
PLANS" (collectively, the "Equity 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 Company may deliver shares of Common Stock
from its treasury, in lieu of authorized but unissued shares, 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 Equity Securities on the New
York and Pacific Coast Stock Exchanges in the United States, the
Tokyo Stock Exchange in Japan, and the Antwerp, Brussels, London,
Frankfort, Amsterdam, Zurich and Paris Stock Exchanges in Europe
and 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, the Vice Chairman and Chief Technical
Officer, 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 Equity 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
Equity 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 Equity Securities; and that the Chairman of the
Board of Directors, President and Chief Executive Officer, the Vice
Chairman and Chief Technical Officer, 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 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.
