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As filed with the Securities and Exchange Commission on: Ocotber 21, 1994
Registration No.--------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement Under
the Securities Act of 1933
McDONNELL DOUGLAS CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
MARYLAND 43-0400674
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
P.O. Box 516, St. Louis, Missouri 63166-0516
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(Address of Principal Executive Offices) (Zip Code)
McDONNELL DOUGLAS CORPORATION
1994 PERFORMANCE AND EQUITY INCENTIVE PLAN
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(Full Title of the Plan)
F. Mark Kuhlmann, Senior Vice President-Administration & General Counsel,
McDonnell Douglas Corporation, P.O. Box 516, St. Louis, Missouri 63166-0516
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(Name and Address of Agent for Service)
(314) 233-2910
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(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
============================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share(1) Price (1) Fee (1)
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Common Stock, 500,000 Shares $120.5625 $60,281,250 $20,786.64
par value $1.00 (2)
Preferred Stock 500,000 Rights
Purchase Rights (2) (3) (3) (3)
============================================================================
(1) Computed pursuant to Rule 457(h) and (c) solely for the purpose of
determining the registration fee on the basis of the average of the
high and low prices for shares of Common Stock on October 14, 1994 as
reported in the consolidated reporting system.
(2) This Registration Statement also covers such additional shares of
Common Stock as may be issuable pursuant to antidilution provisions.
(3) Each share of Common Stock issued also represents one Preferred Stock
Purchase Right. Preferred Stock Purchase Rights cannot trade
separately from the underlying Common Stock and, therefore, do not
carry a separate price, or necessitate an additional registration
fee.
<PAGE> 2 PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference into this
Registration Statement:
(1) Annual Report on Form 10-K for the fiscal year ended December
31, 1993 filed by McDonnell Douglas Corporation (the "Company")
pursuant to Section 13(a) of the Securities Exchange Act of 1934
("1934 Act").
(2) All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the 1934 Act since the end of the last fiscal year
covered by the Annual Report referred to in (1) above.
(3) The description of the Company's Common Stock which is contained
in the Company's Registration Statement on Form 10 filed under
the 1934 Act, as amended under cover of Form 8 on March 10,
1981, and as supplemented by the description of the Common Stock
contained under the following captions: (i) "Proposal to Amend
MDC's Charter" in the Company's proxy statement dated March 20,
1984, (ii) "Proposal to Amend Indemnification Bylaw" in the
Company's proxy statement dated March 20, 1985, (iii) "Proposal
to Amend Article Fifth of MDC's Charter to Classify the Board of
Directors with Staggered Terms of Office and Certain Other
Matters" in the Company's proxy statement dated March 24, 1986,
(iv) "Amendment of MDC's Charter to Reduce the Shareholder Vote
Required for Certain Amendments to the Charter from Two-Thirds
Majority to a Majority of the Outstanding Shares Entitled to
Vote" in the Company's proxy statement dated March 17, 1987, and
(v) "Amendment of MDC's Charter to Limit Directors' and
Officers' Liability" in the Company's proxy statement dated
March 21, 1988.
(4) The description of the Preferred Stock Purchase Rights which is
contained in the Company's Registration Statement on Form 8-A
filed under the 1934 Act on August 6, 1990.
All documents subsequently filed by the Company pursuant to Sections
13(a) and (c), 14, and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
The securities to be offered are registered under Section 12(b) of
the 1934 Act.
Item 5. Interest of Named Experts and Counsel.
Steven N. Frank, whose opinion regarding the validity of the Common
Stock registered pursuant to this Registration Statement is attached as
Exhibit 5 to this Registration Statement, is the Vice President, Associate
General Counsel & Secretary of the Company.
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Item 6. Indemnification of Directors and Officers.
Section 2-418 of the Maryland General Corporation Law permits
indemnification of any officer or director made a party to any proceeding
by reason of service in the capacity of an officer or director unless it
is established that (i) the director's or officer's act or omission was
material to the matter giving rise to the proceeding and was committed in
bad faith or was the result of active and deliberate dishonesty; or (ii)
the director or officer actually received an improper personal benefit in
money, property or services or (iii) in the case of any criminal
proceeding, the director or officer had reasonable cause to believe that
the act or omission was unlawful. Indemnification may be against
judgments, penalties, fines, settlements, and reasonable expenses actually
incurred by the officer or director in connection with the proceeding.
However, if the proceeding was one by or in the right of the Company,
indemnification may not be made in respect of any proceeding in which the
officer or director shall have been adjudged to be liable to the Company.
The termination of any proceeding by judgment, order or settlement does
not create a presumption that the officer or director did not meet the
requisite standard of conduct set forth above. The termination of any
proceeding by conviction, a plea of nolo contendere or its equivalent, or
probation prior to judgment creates a rebuttable presumption that the
officer or director did not meet the requisite standard of conduct.
Section 2-418 of the Maryland General Corporation Law requires
indemnification of officers and directors (unless limited by the
corporation's charter) who have been successful, on the merits or
otherwise, in the defense of certain proceedings against reasonable
expenses incurred by the officer or director in connection with the
proceeding. A court of appropriate jurisdiction, upon application of an
officer or director and such notice as the court shall require, may order
indemnification if it determines an officer or director is entitled to
reimbursement as provided above, in which case the officer or director
shall be entitled to recover the expenses of securing such reimbursement,
or if it determines that the officer or director is fairly and reasonably
entitled to indemnification in view of all the relevant circumstances.
However, indemnification with respect to any proceeding by or in the right
of the corporation or in which the director or officer is held liable for
receipt of improper personal benefit shall be limited to expenses.
Article IX of the Company's Bylaws and Resolution 1114 adopted by the
Company's Board of Directors provide indemnification of the Company's
directors and officers consistent with Section 2-418. The Company has
entered into indemnification agreements, in the form approved by the
Company's shareholders in 1988 (the "Agreements"), with its directors and
senior officers. Among other things, the Agreements provide these
individuals with a specific contractual assurance that they will be
indemnified to the fullest extent permitted by law, regardless of any
amendment or repeal of the indemnification provisions in the Company's
Charter or Bylaws or any change in the composition of the Board of
Directors as might occur following an acquisition or change in control of
the Company. The Agreements provide for the prompt advancement of
expenses incurred in defending or participating in any action, suit or
proceeding, but require the reimbursement of such expenses if it is
ultimately found that the director or senior officer was not entitled to
indemnification. Under the Agreements, the Company has the burden of
proving that a director or senior officer is not entitled to
indemnification in any particular case.
The Company maintains a policy of insurance under which the directors
and officers of the Company are insured, subject to the limits of the
policy, against certain losses, as defined in the policy, arising from
claims made against such directors and officers by reason of any wrongful
acts, as defined in the policy, in their respective capacities as
directors or officers.
<PAGE> 4
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Reference is made to the Exhibit Index.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement;
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
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registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
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 County of St. Louis, State of Missouri,
on this 21st day of October, 1994.
McDONNELL DOUGLAS CORPORATION
By *
-------------------------------------
Harry C. Stonecipher
Chief Executive Officer & President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on the 21st day of October, 1994.
Signature Title
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*
- ------------------------------- Director, Chief Executive Officer &
(Harry C. Stonecipher) President (Principal Executive Officer)
*
- ------------------------------- Executive Vice President and Chief
(Herbert J. Lanese) Fiancial Officer (Principal Financial
Officer)
*
- ------------------------------- Vice President and Controller
(Robert L. Brand) (Principal Accounting Officer)
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*
- ----------------------------- Director, Chairman of the Board
(John F. McDonnell)
*
- ---------------------------- Director
(John H. Biggs)
*
- ----------------------------- Director
(B. A. Bridgewater, Jr.)
*
- ---------------------------- Director
(Beverly B. Byron)
*
- ---------------------------- Director
(William E. Cornelius)
*
- ----------------------------- Director
(William H. Danforth)
- ----------------------------- Director
(Kenneth M. Duberstein)
*
- ------------------------------ Director
(William S. Kanaga)
*
- ------------------------------- Director
(James S. McDonnell, III)
*
- ------------------------------- Director
(George A. Schaefer)
*
- ------------------------------- Director
(Ronald L. Thompson)
/s/ Steven N. Frank
- --------------------------------
* (Steven N. Frank)
Attorney-in-Fact pursuant to Power of Attorney filed as Exhibit 24
to this Registration Statement.
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EXHIBIT INDEX
Exhibit
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4(a) McDonnell Douglas Corporation
1994 Performance and Equity
Incentive Plan.
4(b) Articles of Restatement of the
Company's Charter, as filed
June 13, 1994.
4(c) Bylaws of the Company, as amended
September 15, 1994
4(d) Rights Agreement dated as of Incorporated by reference
August 2, 1990 between the Company to Exhibits 1 and 2 to
and First Chicago Trust Company the Company's report on
of New York, which includes as Form 8-A filed with the
Exhibit B thereto the form of Commission on August 6,
Rights Certificate. 1990.
5 Opinion of Steven N. Frank,
Vice President, Associate
General Counsel & Secretary
23(a) Consent of Ernst & Young, independent
auditors.
23(b) Consent of Steven N. Frank,
Vice President, Associate
General Counsel & Secretary
included in Exhibit 5.
24(a) Power of Attorney authorizing F. Mark
Kuhlmann and Steven N. Frank to execute
a Registration Statement on Form S-8 to
register shares which may be offered under
the McDonnell Douglas Corporation 1994
Performance and Equity Incentive Plan on
behalf of certain Directors and Officers.
24(b) Power of Attorney authorizing F. Mark
Kuhlmann and Steven N. Frank to execute
a Registration Statement on Form S-8 to
register shares which may be offered under
the McDonnell Douglas Corporation 1994
Performance and Equity Incentive Plan on
behalf of certain Directors and Officers.
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MCDONNELL DOUGLAS CORPORATION
1994 PERFORMANCE AND EQUITY INCENTIVE PLAN
ARTICLE I
NAME AND PURPOSE
1.1 Name. The name of this Plan is the "McDonnell Douglas
Corporation 1994 Performance and Equity Incentive Plan."
1.2 Purpose. The purpose of the Plan is to enhance the
profitability and value of the Company for the benefit of its
shareholders by providing equity ownership opportunities and
performance based incentives to better align the interests of officers
and key employees with those of shareholders. The Plan is also
designed to enhance the profitability and value of the Company for the
benefit of its shareholders by providing stock and cash awards to
attract, retain and motivate officers and other key employees who make
important contributions to the success of the Company.
ARTICLE II
DEFINITIONS OF TERMS AND RULES OF CONSTRUCTION
2.1 General Definitions. The following words and phrases,
when used in the Plan, unless otherwise specifically defined or unless
the context clearly otherwise requires, shall have the following
respective meanings:
(a) Affiliate. A Parent, or Subsidiary of the Company or
any other entity designated by the Committee in which the Company
owns at least a 50% interest (including, but not limited to,
partnerships and joint ventures).
(b) Agreement. The document which evidences the grant of
any Benefit under the Plan and which sets forth the Benefit and
the terms, conditions and provisions of, and restrictions relating
to, such Benefit.
(c) Benefit. Any benefit granted to a Participant under
the Plan.
(d) Board. The Board of Directors of the Company.
(e) Cash Award. A Benefit payable in the form of cash.
(f) Change of Control. (i) The acquisition at any time
by a "person" or "group" (as that term is used in Sections 13(d)
and 14(d)(2) of the Exchange Act) (excluding, for this purpose,
the Company or any Subsidiary or any employee benefit plan of the
Company or any Subsidiary) of beneficial ownership (as defined in
Rule 13d-3 under the Exchange Act) directly or indirectly, of
securities representing 20% or more of the combined voting power
in the election of directors of the then-outstanding securities of
the Company or any successor of the Company;
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(ii) the termination of service as directors, for any reason other
than death, disability or retirement from the Board in accordance
with MDC Bd. Res. 706, as it may be amended or superseded, during
any period of two consecutive years or less, of individuals who at
the beginning of such period constituted a majority of the Board
of Directors, unless the election of or nomination for election of
each new director during such period was approved by a vote of at
least two-thirds of the directors still in office who were
directors at the beginning of the period; (iii) approval by the
shareholders of the Company of any merger or consolidation or
statutory share exchange as a result of which the Common Stock
shall be changed, converted or exchanged (other than a merger or
share exchange with a wholly-owned Subsidiary of the Company) or
liquidation of the Company or any sale or disposition of 50% or
more of the assets or earning power of the Company; or (iv)
approval by the shareholders of the Company of any merger or
consolidation or statutory share exchange to which the Company is
a party as a result of which the persons who were shareholders of
the Company immediately prior to the effective date of the merger
or consolidation or statutory share exchange shall have beneficial
ownership of less than 50% of the combined voting power in the
election of directors of the surviving corporation following the
effective date of such merger or consolidation or statutory share
exchange; provided, however, that no Change in Control shall be
deemed to have occurred if, prior to such time as a Change in
Control would otherwise be deemed to have occurred, the Company's
Board of Directors deems otherwise. A "Change in Control" shall
not include any reduction in ownership of an Affiliate so long as
the entity continues to meet the definitions of those terms as
contained in this Section.
(g) Code. The Internal Revenue Code of 1986, as amended.
Any reference to the Code includes the regulations promulgated
pursuant to the Code.
(h) Company. McDonnell Douglas Corporation.
(i) Committee. The Company's Management Compensation and
Succession Committee or its successor.
(j) Common Stock. The Company's $1.00 par value common
stock.
(k) Effective Date. The date that the Plan is approved
by the shareholders of the Company which must occur within one
year after approval by the Board. Any grants of Benefits prior to
the approval by the shareholders of the Company shall be void if
such approval is not obtained.
(l) Employee. Any person employed by the Employer.
(m) Employer. The Company and all Affiliates.
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(n) Exchange Act. The Securities Exchange Act of 1934,
as amended.
(o) Fair Market Value. The closing price of a Share on
the New York Stock Exchange on a given date, or, in the absence of
sales on a given date, the closing price on the New York Stock
Exchange on the last day on which a sale occurred prior to such
date.
(p) Fiscal Year. The taxable year of the Company which
is the calendar year.
(q) ISO. An Incentive Stock Option as defined in Section
422 of the Code.
(r) NQSO. A Non-Qualified Stock Option, which is an
Option that does not meet the statutory requirements of an ISO.
(s) Option. An option to purchase Shares granted under
the Plan.
(t) Other Stock Based Award. An award under ARTICLE
XVIII that is valued in whole or in part by reference to, or is
otherwise based on, Common Stock.
(u) Parent. Any corporation (other than the Company or a
Subsidiary) in an unbroken chain of corporations ending with the
Company, if, at the time of the grant of an Option or other
Benefit, each of the corporations (other than the Company or a
Subsidiary) owns stock possessing 50% or more of the total
combined voting power of all classes of stock in one of the other
corporations in such chain.
(v) Participant. An Employee who is granted a Benefit
under the Plan. Benefits may be granted only to Employees.
(w) Performance Share. A Share awarded to a Participant
under ARTICLE XVI of the Plan.
(x) Plan. The McDonnell Douglas Corporation 1994
Performance and Equity Incentive Plan and all amendments and
supplements to it.
(y) Restricted Stock. Shares issued under ARTICLE XV of
the Plan.
(z) Rule 16b-3. Rule 16b-3 promulgated by the SEC, as
amended, or any successor rule in effect from time to time.
(aa) SEC. The Securities and Exchange Commission.
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(bb) Share. A share of Common Stock.
(cc) SAR. A Stock Appreciation Right, which is the right
to receive an amount equal to the appreciation, if any, in the
Fair Market Value of a Share from the date of the grant of the
right to the date of its payment.
(dd) Subsidiary. Any corporation, other than the
Company, in an unbroken chain of corporations beginning with the
Company if, at the time of grant of an Option or other Benefit,
each of the corporations, other than the last corporation in the
unbroken chain, owns stock possessing 50% or more of the total
combined voting power of all classes of stock in one of the other
corporations in such chain.
2.2 Other Definitions. In addition to the above definitions,
certain words and phrases used in the Plan and any Agreement may be
defined in other portions of the Plan or in such Agreement.
2.3 Conflicts in Plan. In the case of any conflict in the
terms of the Plan, or between the Plan and an Agreement, relating to a
Benefit, the provisions in the ARTICLE of the Plan which specifically
grants such Benefit shall control those in a different ARTICLE or in
such Agreement.
ARTICLE III
COMMON STOCK
3.1 Number of Shares. The number of Shares which may be
issued or sold or for which Options, SARs or Performance Shares may be
granted under the Plan shall be 1,900,000, no more than 950,000 of
which may be awarded to Participants who are subject to Section 16 of
the Exchange Act. During the term of this Plan, no more than 250,000
of such Shares may be granted to any one individual. Such Shares may
be authorized but unissued Shares, reacquired Shares, Shares acquired
on the open market specifically for distribution under this Plan, or
any combination thereof.
3.2 Reusage. If an Option or SAR expires or is terminated,
surrendered or canceled without having been fully exercised, if
Restricted Shares or Performance Shares are forfeited, or if any other
grant results in any Shares not being issued, the unused Shares covered
by any such Benefit shall again be available for grant under the Plan
to any Participant who is not subject to Section 16 of the Exchange
Act.
3.3 Adjustments. If there is any change in the Common Stock
of the Company by reason of any stock split, stock dividend, spin-off,
split-up, spin-out, recapitalization, merger, consolidation,
reorganization, combination or exchange of shares, or any other similar
transaction, the number of shares available for
<PAGE> 5
grant under the Plan or subject to or granted pursuant to a Benefit and
the price thereof, as applicable, shall be appropriately adjusted by
the Committee.
ARTICLE IV
ELIGIBILITY
4.1 Determined By Committee. The Participants and the
Benefits they receive under the Plan shall be determined by the
Committee in its sole discretion. In making its determinations, the
Committee shall consider past, present and expected future
contributions of Participants and potential Participants to the
Employer. Members of the Committee and any other persons whose
participation in the Plan would cause disqualification of this or any
other benefit plan intended to be qualified under Rule 16b-3 are
ineligible to participate in the Plan.
ARTICLE V
ADMINISTRATION
5.1 Committee. The Plan shall be administered by the
Company's Management Compensation and Succession Committee or its
successor. The Committee shall consist of three or more members of the
Board who are "disinterested persons" as defined in Rule 16b-3 and are
"outside directors" as defined in Code Section 162(m) and the
regulations thereunder.
5.2 Authority. Subject to the terms of the Plan, the
Committee shall have sole discretionary authority to:
(a) determine the individuals to whom Benefits are
granted, the type and amounts of Benefits to be granted and the date of
issuance and duration of all such grants;
(b) determine the terms, conditions and provisions of,
and restrictions relating to, each Benefit granted;
(c) interpret and construe the Plan and all Agreements;
(d) prescribe, amend and rescind rules and regulations
relating to the Plan;
(e) determine the content and form of all Agreements;
(f) determine all questions relating to Benefits under
the Plan;
(g) maintain accounts, records and ledgers relating to
Benefits;
<PAGE> 6
(h) maintain records concerning its decisions and
proceedings;
(i) employ agents, attorneys, accountants or other
persons for such purposes as the Committee considers necessary or
desirable; and
(j) do and perform all acts which it may deem necessary
or appropriate for the administration of the Plan and carry out the
purposes of the Plan.
5.3 Performance Based Benefits. The Committee's discretion to
grant Benefits includes the right to issue up to 25,000 Shares per
Fiscal Year which are not performance based. Since one of the primary
purposes of the Plan is to provide performance based incentives, not
less than 40% of the Shares in excess of this amount which may be
issued or sold or for which Options, SARs or Performance Shares may be
granted under the Plan in any Fiscal Year shall be payable solely on
account of the attainment of performance goals established at the sole
discretion of the Committee at the time such Benefit is granted. Such
performance goals will be based upon one or more of the following
performance based criteria, either on a Company-specific basis or in
comparison with peer group performance: return on net assets, return
on assets, return on equity, return on capital, return on revenues,
cash flow, book value, Share price performance (including Options and
SARs tied solely to appreciation in the fair market value of the
Shares), earnings per Share, price earnings ratio, or total quality
management score calculated generally in accordance with criteria and
scoring procedures specified by the Malcolm Baldrige Foundation.
5.4 Delegation. Except as required by Rule 16b-3 with respect
to grants of Options, SARs, Performance Shares, Other Stock Based
Awards, or other Benefits to individuals who are subject to Section 16
of the Exchange Act or as otherwise required for compliance with Rule
16b-3 or other applicable law, the Committee may delegate all or any
part of its authority under the Plan to any Employee, Employees or
committee of Employees.
5.5 Decisions of Committee and its Delegates. All decisions
made by the Committee, or (unless the Committee has specified an appeal
process to the contrary) any other person or persons to whom the
Committee has delegated authority, pursuant to the provisions hereof
shall be final and binding on all persons.
ARTICLE VI
AMENDMENT OF PLAN
6.1 Power of Committee. The Committee shall have the sole
right and power to amend the Plan at any time and from time to time;
provided, however, that the Committee may not amend the Plan, without
approval of the shareholders of the Company, in a manner which would:
<PAGE> 7
(a) cause Options which are intended to qualify as ISOs
to fail to qualify;
(b) cause the Plan to fail to meet the requirements of
Rule 16b-3; or
(c) violate applicable law.
ARTICLE VII
TERM AND TERMINATION OF PLAN
7.1 Term. The Plan shall commence as of the Effective Date.
No Benefit shall be granted pursuant to the Plan on or after the tenth
anniversary date of the Effective Date, but Benefits granted prior to
such tenth anniversary may extend beyond that date to the date(s)
specified in the Agreement(s) covering such Benefits.
7.2 Termination. Subject to ARTICLE VIII, the Plan may be
terminated at any time by the Committee.
ARTICLE VIII
MODIFICATION OR TERMINATION OF BENEFITS
8.1 General. Subject to the provisions of Section 8.2, the
amendment or termination of the Plan shall not adversely affect a
Participant's rights to or under any Benefit granted prior to such
amendment or termination.
8.2 Committee's Right. Except as may be provided in an
Agreement, any Benefit granted may be converted, modified, forfeited or
canceled, prospectively or retroactively, in whole or in part, by the
Committee in its sole discretion, but, subject to Section 8.3, no such
action may impair the rights of any Participant without his or her
consent. Except as may be provided in an Agreement, the Committee may,
in its sole discretion, in whole or in part, waive any restrictions or
conditions applicable to, or accelerate the vesting of, any Benefit.
8.3 Termination of Benefits under Certain Conditions. The
Committee in its sole discretion may cancel any unexpired, unpaid, or
deferred Benefits at any time if the Participant is not in compliance
with all applicable provisions of this Plan or with any Agreement or if
the Participant, whether or not he or she is currently employed by an
Employer, acts in a manner contrary to the best interests of the
Company or any Affiliate.
8.4 Awards to Foreign Nationals and Employees Outside the
United States. To the extent the Committee deems it necessary,
appropriate or desirable to comply with foreign law or practice and to
further the purpose of this Plan, the
<PAGE> 8
Committee may, without amending this Plan, (i) establish special rules
applicable to Benefits granted to Participants who are foreign
nationals, are employed outside the United States, or both, including
rules that differ from those set forth in this Plan, and (ii) grant
Benefits to such Participants in accordance with those rules.
ARTICLE IX
CHANGE OF CONTROL
9.1 Right of Committee. The occurrence of a Change of Control
shall not limit the Committee's authority to take any action, in its
sole discretion, permitted by Section 8.2. The Committee, in its sole
discretion, may specify in any Agreement the effect a Change of Control
will have on such Agreement.
ARTICLE X
AGREEMENTS AND CERTAIN BENEFITS
10.1 Grant Evidenced by Agreement. The grant of any Benefit
under the Plan may be evidenced by an Agreement which shall describe
the specific Benefit granted and the terms and conditions of the
Benefit. The granting of any Benefit shall be subject to, and
conditioned upon, the recipient's execution of any Agreement required
by the Committee. Except as otherwise provided in an Agreement, all
capitalized terms used in the Agreement shall have the same meaning as
in the Plan, and the Agreement shall be subject to all of the terms of
the Plan.
10.2 Provisions of Agreement. Each Agreement shall contain
such provisions as the Committee shall determine in its sole discretion
to be necessary, desirable and appropriate for the Benefit granted
which may include, but not necessarily be limited to, the following:
description of the type of Benefit; the Benefit's duration; its
transferability; if an Option, the exercise price, the exercise period
and the person or persons who may exercise the Option; the effect upon
such Benefit of the Participant's death, disability, change of duties
or termination of employment; the Benefit's conditions; subject to the
provisions of Section 11.2, when, if, and how any Benefit may be
forfeited, converted into another Benefit, modified, exchanged for
another Benefit, or replaced; and the restrictions on any Shares
purchased or granted under the Plan.
10.3 Certain Benefits. Any Benefit granted to an individual
who is subject to Section 16 of the Exchange Act shall not be
transferable other than by will or the laws of descent and distribution
and shall be exercisable during the Participant's lifetime only by the
Participant, his or her guardian or legal representative. The
designation of a beneficiary by such individual shall not constitute a
transfer.
<PAGE> 9
ARTICLE XI
TANDEM AWARDS AND REISSUANCE OF OPTIONS
11.1 Tandem Awards. Benefits may be granted by the Committee
in its sole discretion individually or in tandem, provided, however,
that no Benefit except SARs may be granted in tandem with an ISO.
11.2 Cancellation and Reissuance of Options. The Committee
will not permit the repricing of Options by any method, including by
cancellation and reissuance.
ARTICLE XII
PAYMENT, DIVIDENDS, DEFERRAL AND WITHHOLDING
12.1 Payment. Upon the exercise of an Option or in the case
of any other Benefit that requires a payment by a Participant to the
Company, the amount due the Company is to be paid:
(a) in cash;
(b) by the surrender of all or part of a Benefit
(including the Benefit being exercised);
(c) by the tender to the Company of Shares owned by the
Participant and registered in his or her name having a Fair Market
Value equal to the amount due to the Company;
(d) in other property, rights and credits, deemed
acceptable by the Committee including the Participant's promissory
note; or
(e) by any combination of the payment methods specified
in (a) through (d) above.
Notwithstanding the foregoing, any method of payment other than in cash
may be used only with the consent of the Committee or if and to the
extent so provided in an Agreement. The proceeds of the sale of Shares
purchased pursuant to an Option and any payment to the Company for
other Benefits shall be added to the general funds of the Company or to
the reacquired Shares held by the Company, as the case may be, and used
for the corporate purposes of the Company as the Board shall determine.
12.2 Dividend Equivalents. Grants of Benefits in Shares or
Share equivalents may include dividend or dividend equivalent payments
or dividend credit rights.
12.3 Optional Deferral. The right to receive any Benefit
under the Plan may, at the request of the Participant, be deferred for
such period and upon such terms as the Committee shall determine, which
may include crediting of interest
<PAGE> 10
on deferrals of cash and crediting of dividends on deferrals
denominated in Shares.
12.4 Code Section 162(m). The Committee, in its sole
discretion, may require that one or more Agreements contain provisions
which provide that, in the event Section 162(m) of the Code, or any
successor provision relating to excessive employee remuneration, would
operate to disallow a deduction by the Company for all or part of any
Benefit under the Plan, a Participant's receipt of the portion of such
Benefit that would not be deductible by the Company shall be deferred
until the next succeeding year or years in which the Participant's
remuneration does not exceed the limit set forth in such provision of
the Code.
12.5 Withholding. The Company may, at the time any
distribution is made under the Plan, whether in cash or in Shares, or
at the time any Option is exercised, withhold from such distribution or
Shares issuable upon the exercise of an Option, any amount necessary to
satisfy federal, state and local withholding requirements with respect
to such distribution or exercise of such Option. Such withholding may
be satisfied, at the Company's option, either by cash or the Company's
withholding of Shares. Agreements may contain withholding provisions
applicable only to Participants who are subject to Section 16 of the
Exchange Act.
ARTICLE XIII
OPTIONS
13.1 Types of Options. It is intended that both ISOs and
NQSOs may be granted by the Committee under the Plan.
13.2 Option Price. The purchase price for Shares under any
ISO shall be no less than the Fair Market Value of the Shares at the
time the Option is granted.
13.3 Other Requirements for ISOs. The terms of each Option
which is intended to qualify as an ISO shall meet all requirements of
Section 422 of the Code or any successor statute in effect from time to
time.
13.4 NQSOs. The terms of each NQSO shall provide that such
Option will not be treated as an ISO. The purchase price for Shares
under any NQSO shall be no less than the Fair Market Value of the
Shares at the time the Option is granted.
13.5 Determination by Committee. Except as otherwise provided
in Section 13.2 through Section 13.4, the terms of all Options shall be
determined by the Committee.
<PAGE> 11
ARTICLE XIV
SARS
14.1 Grant and Payment. The Committee may grant SARs. Upon
electing to receive payment of an SAR, a Participant shall receive
payment in cash, in Shares, or in any combination of cash and Shares,
as the Committee shall determine.
14.2 Grant of Tandem Award. If SARs are granted in tandem
with an Option, the exercise of the Option shall cause a proportional
reduction in SARs standing to a Participant's credit which were granted
in tandem with the Option; and the payment of SARs shall cause a
proportional reduction of the Shares under such Option. If SARs are
granted in tandem with an ISO, the SARs shall have such terms and
conditions as shall be required for the ISO to qualify as an ISO.
14.3 Payment of Award. SARs shall be paid by the Company to a
Participant, to the extent payment is elected by the Participant (and
is otherwise due and payable), as soon as practicable after the date on
which such election is made.
ARTICLE XV
RESTRICTED STOCK
15.1 Description. The Committee may grant Benefits in Shares
as Restricted Stock with such terms and conditions as may be determined
in the sole discretion of the Committee. Shares of Restricted Stock
shall be issued and delivered at the time of the grant or as otherwise
determined by the Committee, but shall be subject to forfeiture until
provided otherwise in the applicable Agreement or the Plan. Each
certificate representing Shares of Restricted Stock shall bear a legend
referring to the Plan and the risk of forfeiture of the Shares and
stating that such Shares are nontransferable until all restrictions
have been satisfied and the legend has been removed. At the discretion
of the Committee, the grantee may or may not be entitled to full voting
and dividend rights with respect to all shares of Restricted Stock from
the date of grant. The Committee may (but is not obligated to) require
that any dividends on such shares shall be automatically deferred and
reinvested in additional Restricted Stock subject to the same
restrictions as the underlying Benefit.
15.2 Cost of Restricted Stock. Grants of Shares of Restricted
Stock shall be made at such cost as the Committee shall determine and
may be issued for no monetary consideration, subject to applicable
state law.
15.3 Nontransferability. Shares of Restricted Stock shall not
be transferable until after the removal of the legend with respect to
such Shares.
<PAGE> 12
ARTICLE XVI
PERFORMANCE SHARES
16.1 Description. Performance Shares represent the right of a
Participant to receive Shares or cash equal to the Fair Market Value of
such Shares at a future date in accordance with the terms and
conditions of a grant. The terms and conditions shall be determined by
the Committee, in its sole discretion, but generally are expected to be
based substantially upon the attainment of targeted financial
performance objectives.
16.2 Grant. The Committee may grant an award of Performance
Shares at such times, in such amounts and under such terms and
conditions as it deems appropriate.
ARTICLE XVII
CASH AWARDS
17.1 Grant. The Committee may grant Cash Awards at such times
and in such amounts as it deems appropriate.
17.2 Limitation. The amount of any Cash Award in any Fiscal
Year to any Participant shall not exceed the greater of $500,000 or 50%
of his cash compensation (excluding any Cash Award under this ARTICLE
XVII) paid in such Fiscal Year.
17.3 Restrictions. As determined by the Committee in its sole
discretion, Cash Awards may be subject or not subject to conditions,
restricted or nonrestricted, vested or subject to forfeiture, and may
be payable currently or in the future or both.
ARTICLE XVIII
OTHER STOCK BASED AWARDS AND OTHER BENEFITS
18.1 Other Stock Based Awards. The Committee shall have the
right to grant Other Stock Based Awards which may include, without
limitation, the grant of Shares based on certain conditions, the
payment of cash based on the market performance of the Common Stock,
and the grant of securities convertible into Shares.
18.2 Other Benefits. The Committee shall have the right to
provide other types of Benefits under the Plan in addition to those
specifically listed, if the Committee believes that such Benefits would
further the purposes for which the Plan has been established.
<PAGE> 13 ARTICLE XIX
MISCELLANEOUS PROVISIONS
19.1 Termination of Employment. If the employment of a
Participant by the Employer terminates for any reason, all unexercised,
deferred, and unpaid Benefits may be exercisable or paid only in
accordance with rules established by the Committee. These rules may
provide, as the Committee in its sole discretion may deem appropriate,
for the expiration, forfeiture, continuation, or acceleration of the
vesting, except as may be provided in an Agreement, of all or part of
the Benefits.
19.2 Unfunded Status of the Plan. The Plan is intended to
constitute an "unfunded" plan for incentive and deferred compensation.
With respect to any payments or deliveries of Shares not yet made to a
Participant by the Company, nothing contained herein shall give any
rights that are greater than those of a general creditor of the
Company. The Committee may authorize the creation of trusts or other
arrangements to meet the obligations created under the Plan to deliver
Shares or payments hereunder consistent with the foregoing.
19.3 Designation of Beneficiary. A Participant may file with
the Committee a written designation of a beneficiary or beneficiaries
(subject to such limitations as to the classes and number of
beneficiaries and contingent beneficiaries as the Committee may from
time to time prescribe) to exercise, in the event of the death of the
Participant, an Option, or to receive, in such event, any Benefits. The
Committee reserves the right to review and approve beneficiary
designations. A Participant may from time to time revoke or change any
such designation of beneficiary and any designation of beneficiary
under the Plan shall be controlling over any other disposition,
testamentary or otherwise; provided, however, that if the Committee
shall be in doubt as to the right of any such beneficiary to exercise
any Option or to receive any Benefit, the Committee may determine to
recognize only an exercise by the legal representative of the
recipient, in which case the Company, the Committee and the members
thereof shall not be under any further liability to anyone.
19.4 Nontransferability. Unless otherwise determined by the
Committee or specified in an Agreement, (i) no Benefit granted under
this Plan may be transferred or assigned by the Participant to whom it
is granted other than by beneficiary designation, will, pursuant to the
laws of descent and distribution, or pursuant to a qualified domestic
relations order, and (ii) a Benefit granted under this Plan may be
exercised, during the Participant's lifetime, only by the Participant
or by the Participant's guardian or legal representative; except that,
no ISO may be transferred or assigned pursuant to a qualified domestic
relations order or exercised, during the Participant's lifetime, by the
Participant's guardian or legal representative.
19.5 Rule 16b-3. With respect to Participants subject to
Section 16 of the Exchange Act, transactions under this Plan are
intended to comply with all applicable provisions of Rule 16b-3 or its
successors under the Exchange Act. To the extent any provision of the
Plan or action by the Plan administrators fails to so comply, it shall
be deemed null and void, to the extent permitted by law and deemed
advisable by the Committee.
<PAGE> 14
19.6 Underscored References. The underscored references
contained in the Plan and in any Agreement are included only for
convenience, and they shall not be construed as a part of the Plan or
Agreement or in any respect affecting or modifying its provisions.
19.7 Number and Gender. The masculine, feminine and neuter,
wherever used in the Plan or in any Agreement, shall refer to either
the masculine, feminine or neuter; and, unless the context otherwise
requires, the singular shall include the plural and the plural the
singular.
19.8 Governing Law. The place of administration of the Plan
and each Agreement shall be in the State of Missouri. The corporate
law of the Company's state of incorporation shall govern issues related
to the validity and issuance of Shares. Otherwise, this Plan and each
Agreement shall be construed and administered in accordance with the
laws of the State of Missouri, without giving effect to principles
relating to conflict of laws.
19.9 Purchase for Investment. The Committee may require each
person purchasing or receiving Shares pursuant to a Benefit to
represent to and agree with the Company in writing that such person is
acquiring the Shares for investment and without a view to distribution
or resale. The certificates for such Shares may include any legend
which the Committee deems appropriate to reflect any restrictions on
transfer. All certificates for Shares delivered under the Plan shall
be subject to such stock-transfer orders and other restrictions as the
Committee may deem advisable under all applicable laws, rules and
regulations, and the Committee may cause a legend or legends to be put
on any such certificates to make appropriate references to such
restrictions.
19.10 No Employment Contract. Neither the adoption of the
Plan nor any Benefit granted hereunder shall confer upon any Employee
any right to continued employment nor shall the Plan or any Benefit
interfere in any way with the right of the Employer to terminate the
employment of any of its Employees at any time.
19.11 No Effect on Other Benefits. The receipt of Benefits
under the Plan shall have no effect on any benefits to which a
Participant may be entitled from the Employer, under another plan or
otherwise, or preclude a Participant from receiving any such benefits.
<PAGE>
<PAGE> 1
MCDONNELL DOUGLAS CORPORATION
ARTICLES OF AMENDMENT AND RESTATEMENT
McDonnell Douglas Corporation, a Maryland corporation, having its
principal office in this state in the City of Baltimore, Maryland
(hereinafter called the "Corporation") hereby certifies to the State
Department of Assessments and Taxation of Maryland that:
1. The Corporation desires to amend and restate its Charter as
currently in effect and as hereinafter amended.
2. The following provisions are all the provisions of the
Charter currently in effect and as hereinafter amended:
FIRST: The name of the corporation (which is hereinafter
called the "Corporation") is McDonnell Douglas Corporation.
SECOND: The purposes for which the Corporation is formed
and the business or objects to be carried on and promoted by it
are as follows:
(1) To manufacture, design, manage, operate, assemble,
construct, produce, purchase or otherwise acquire, import, export,
hold, own, store, mortgage, pledge, lease, sell, distribute,
market, assign, transfer, repair, alter, rent, hire or lease on
royalty, and generally to handle, trade, deal and traffic in and
with, either at wholesale or retail or both, and either as owners,
agents, factors or on commission or otherwise, goods, wares,
merchandise and real and personal property of every class and
description, together with any and all materials, supplies, parts,
equipment, accessories, and appurtenances of any kind or character
connected therewith or a part thereof, or which may be incidental
to or arise out of the foregoing, or which may be conveniently
manufactured, supplied or dealt in in connection therewith or in
carrying on the business herein named or any part thereof.
(2) To conduct and encourage experimental projects in all
matters.
(3) To acquire, by purchase, lease or otherwise, and to
own, use, operate and conduct, factories, experimental plants,
warehouses, aviation fields, stores and salesrooms, including
lands, buildings, machinery, equipment and appliances which may be
useful to accomplish any of the purposes or to carry on any
business which the Corporation is authorized to conduct.
<PAGE> 2
(4) To engage in and carry on any other business which
may conveniently be conducted in conjunction with any of the
business of the Corporation.
(5) To acquire all or any part of the good will, rights,
property and business of any person, firm, association or
corporation heretofore or hereafter engaged in any business
similar to any business which the Corporation has the power to
conduct, and to hold, utilize, enjoy and in any manner dispose of,
the whole or any part of the rights, property and business so
acquired, and to assume in connection therewith any liabilities of
any such person, firm, association or corporation.
(6) To apply for, obtain, purchase or otherwise acquire,
any patents, copyrights, licenses, trademarks, trade names,
rights, processes, formulas, and the like, which may seem capable
of being used for any of the purposes of the Corporation; and to
use, exercise, develop, grant licenses in respect of, sell and
otherwise turn to account, the same.
(7) To issue shares of its stock of any class, in any
manner permitted by law, to raise money for any of the purposes of
the Corporation or in payment for property purchased or for any
other lawful consideration; and to purchase or otherwise acquire,
hold, and reissue any shares of its capital stock of any class so
issued.
(8) To borrow or raise money for any of the purposes of
the Corporation and to issue bonds, debentures, notes or other
obligations of any nature, and in any manner permitted by law, for
money so borrowed or in payment for property purchased, or for any
other lawful consideration, and to secure payment thereof and of
the interest thereon, by mortgage upon, or pledge or conveyance or
assignment in trust of, the whole or any part of the property of
the Corporation, real or personal, including contract rights,
whether at the time owned or thereafter acquired; and to sell,
pledge, discount or otherwise dispose of such bonds, notes or
other obligations of the Corporation for its corporate purposes.
(9) To carry out all or any part of the foregoing objects
as principal, factor, agent, contractor, or otherwise, either
alone or through or in conjunction with any person, firm,
association or corporation, and in any part of the world, and, in
carrying on its business and for the purpose of attaining or
furthering any of its objects and purposes, to make and perform
any contracts and to do any acts and things, and to exercise any
powers suitable, convenient or proper for the accomplishment of
any of the purposes herein enumerated or incidental to the powers
herein specified, or which at any time may appear conducive to or
expedient for the accomplishment of any of such purposes.
<PAGE> 3
(10) To carry out all or any part of the aforesaid
purposes, and to conduct its business in all or any of its
branches in any or all states, territories, districts, colonies
and dependencies of the United States of America and in foreign
countries; and to maintain offices and agencies, in any or all
states, territories, districts, colonies and dependencies of the
United States of America and in foreign countries.
It is the intention that the objects and purposes specified
in the foregoing clauses of this Article SECOND shall not, unless
otherwise specified herein, be in anywise limited or restricted by
reference to, or in inference from, the terms of any other clause
of this or any other article in this Charter, but that the objects
and purposes specified in each of the clauses of this Article
shall be regarded as independent objects and purposes. It is also
the intention that said clauses be construed both as purposes and
powers, and, generally, that the Corporation shall be authorized
to exercise and enjoy all other powers, rights and privileges
granted to, or conferred upon, corporations of this character, by
the laws of the State of Maryland, and enumeration of certain
powers as herein specified is not intended as exclusive of, or as
a waiver of, any of the powers, rights or privileges granted or
conferred by the laws of said State hereafter in force.
THIRD: The post office address of the principal office of
the Corporation in this State is 32 South Street, Baltimore,
Maryland 21202-3242. The name and post office address of the
Corporation's resident agent is The Corporation Trust
Incorporated, 32 South Street, Baltimore, Maryland 21202-3242.
Said resident agent is a corporation of the State of Maryland.
FOURTH: (1) The number of directors shall be sixteen
(16) which number may be increased or decreased pursuant to the by-
laws by a vote of not less than 80% of the entire Board of
Directors, but in no event shall there be less than three (3)
directors. The directors shall be divided into three classes.
Each such class shall consist, as nearly as may be possible, of
one-third (1/3) of the total number of directors, and any
remaining directors shall be included within such class or classes
as the Board of Directors shall designate. At the annual meeting
of the stockholders of the Corporation for 1986, a class of
directors shall be elected for a one (1) year term, a class of
directors shall be elected for a two (2) year term, and a class of
directors shall be elected for a three (3) year term. At each
succeeding annual meeting of stockholders, beginning with 1987,
successors to the class of directors whose term expires at that
annual meeting shall be elected for a three (3) year term or the
balance of the term of any director whose place has been vacated
by death, resignation or otherwise.
<PAGE> 4
(2) In case of a vacancy on the Board of Directors for
any cause other than an increase in the number of directors, the
majority of the remaining directors, whether or not sufficient to
constitute a quorum, may fill such vacancy. A vote of not less
than 80% of the entire Board of Directors shall be required to
fill a vacancy on the Board of Directors which results from an
increase in the number of directors. If the number of directors
is changed, any increase or decrease shall be apportioned among
the classes so as to maintain the number of directors in each
class as nearly equal as possible. In no case will a decrease in
the number of directors shorten the term of any incumbent
director. A director elected by the Board of Directors to fill a
vacancy on the Board of Directors shall hold office until the next
annual meeting of stockholders and until his successor is elected
and qualified.
(3) A director may be removed by stockholders only by the
affirmative vote of the holders of not less than 80% of all of the
outstanding shares of stock of the Corporation entitled to vote at
a meeting of stockholders called for such purpose.
(4) Except as may be prohibited by law or limited by this
Charter, the Board of Directors shall have the power (which to the
extent exercised, shall be exclusive) to fix the number of
directors, establish the rules and procedures governing
nominations for directors and the internal affairs of the Board of
Directors, including, without limitation, the vote required for
any action by the Board of Directors, and to establish the rules
and procedures that from time to time shall affect the directors'
power to manage the business and affairs of the Corporation, and
no by-laws shall be adopted by the stockholders which shall modify
the foregoing.
(5) Notwithstanding any other provisions of this Charter
and except as may be prohibited by law, the affirmative vote of at
least 80% of the votes entitled to be cast by all outstanding
shares of stock entitled to vote at a meeting of stockholders,
shall be required to alter, amend, repeal or adopt any provision
inconsistent with, this Article FOURTH.
FIFTH: No director or officer of the Corporation shall be
liable to the Corporation or its stockholders for money damages,
except to the extent such limitation of liability for directors or
officers, as the case may be, is not permitted under the Maryland
General Corporation Law, as the same exists or may hereafter be
amended. Any repeal or modification of the foregoing provisions
of this Article FIFTH shall not adversely affect any right or
protection of a director or officer of the Corporation existing
hereunder
<PAGE> 5
with respect to any act or omission occurring prior to or at the
time of such repeal or modification.
SIXTH: The total number of shares of stock of all classes
which the Corporation has authority to issue is 210,000,000
shares, of which 200,000,000 shares shall be Common Stock having a
par value of $1.00 per share and 10,000,000 shares shall be
Preferred Stock having a par value of $1.00 per share, so that the
aggregate par value of all authorized shares of all classes of
stock is $210,000,000. The unissued Common and Preferred Stock
may be issued upon authority of the Board of Directors without
stockholder approval. The preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends,
qualifications and terms and conditions of redemption of the
Common Stock and, until reclassified or changed, from time to
time, of the Preferred Stock are as follows:
(1) Subject to the preferences and rights of all series
of Preferred Stock from time to time issued and outstanding, the
holders of Common Stock shall be entitled to receive such sums as
the Board of Directors may from time to time declare as dividends
thereon, or authorize as distributions thereon, out of any sums
available to be so distributed, and to receive any balance
remaining in case of dissolution, liquidation or winding up of the
Corporation after satisfying the prior rights of all series of
Preferred Stock, if any then be outstanding. Except as may be
mandatory under Maryland law at the time in effect, and except as
the Board of Directors may have established as herein authorized
in respect of one or more series of Preferred Stock at the time
outstanding, the holders of Common Stock shall have the exclusive
voting power for the election of directors and for all other
corporate purposes.
(2) Until reclassified, set or changed by the Board of
Directors, the Preferred Stock shall have no preferences,
conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications, terms and conditions
of redemption. The Board of Directors is expressly authorized,
prior to the issuance of any shares of the Preferred Stock, to
establish by resolution or resolutions providing for the issuance
of any such Preferred Stock:
(A) whether and upon what terms the Corporation
shall set apart dividends for or pay dividends to the holders of
such Preferred Stock before any dividends are set apart for or
paid to the holders of Common Stock;
(B) the rate, amount and time of payment of
dividends;
<PAGE> 6
(C) whether and upon what terms the dividends are
cumulative to a limited extent, or noncumulative;
(D) whether and upon what terms such Preferred Stock
is preferred over the Common Stock as to its distributive share of
the assets on voluntary or involuntary liquidation of the
Corporation and the amount of the preference;
(E) whether such Preferred Stock may be redeemed at
the option of the Corporation or of the holders of such Preferred
Stock and the terms and conditions of redemption, including the
time and price of redemption;
(F) whether such Preferred Stock is convertible into
shares of the Common Stock, and the terms and conditions of
conversion;
(G) whether and upon what terms the holders of such
Preferred Stock issued or to be issued by the Corporation shall
have any voting or other rights which, by law, are or may be
conferred on stockholders;
(H) any other preferences, rights, restrictions
(including restrictions on transferability), and qualifications
not inconsistent with law.
The Board of Directors may provide for the issuance of
Preferred Stock in one or more series and, to the extent permitted
by law, may establish by resolution different preferences, rights,
restrictions (including restrictions on transferability) and
qualification for each series.
(3) No holders of stock of the Corporation, of whatever
class or series, shall have any preferential right of subscription
to any shares of any class or to any securities convertible into
shares of stock of the Corporation, whether now or hereafter
authorized, nor any right of subscription to any thereof other
than such, if any, as the Board of Directors in its discretion may
determine and at such price as the Board of Directors in its
discretion may fix; and any shares or convertible securities which
the Board of Directors may determine to offer for subscription to
holders of stock may, as said Board of Directors shall determine,
be offered to holders of any class or classes or one or more
series of stock at the time existing to the exclusion of holders
of any or all other classes or series at the time existing.
(4) The Board of Directors of the Corporation, at a
meeting duly convened and held on August 2, 1990, pursuant to
authority expressly vested in the Board of Directors by Articles
SEVENTH and EIGHTH of the Corporation's Articles of Restatement
(as then in effect), adopted a resolution reclassifying 1,000,000
unissued shares, par value $1.00 per
<PAGE> 7
share, of the unclassified shares of Preferred Stock of the
Corporation, par value $1.00 per share, as Series A Junior
Participating Preferred Stock, par value $1.00 per share, by
setting, before the issuance of such shares, the preferences,
rights, voting powers, restrictions, qualifications, and terms and
conditions of redemption of and the dividends on the shares of
Series A Junior Participating Preferred Stock as hereinafter set
forth.
A description of said 1,000,000 shares so reclassified by the
Board of Directors, with the preferences, rights, voting powers,
restrictions, qualifications and terms and conditions of
redemption of and the dividends on such shares as set by the Board
of Directors of the Corporation is as follows:
(A) There shall be a series of the Preferred Stock
of the Corporation which shall be designated as the "Series A
Junior Participating Preferred Stock," par value $1.00 per share,
and the number of shares constituting such series shall be one
million (1,000,000). Such number of shares may be increased or
decreased by resolution of the Board of Directors; provided, that
no decrease shall reduce the number of shares of Series A Junior
Participating Preferred Stock to a number less than that of the
shares then outstanding plus the number of shares issuable upon
exercise of outstanding rights, options or warrants or upon
conversion of outstanding securities issued by the Corporation.
(B) Dividends and Distributions
(i) Subject to the rights of the holders of any
shares of any series of Preferred Stock of the Corporation ranking
prior and superior to the Series A Junior Participating Preferred
Stock with respect to dividends, the holders of shares of Series A
Junior Participating Preferred Stock, in preference to the holders
of shares of Common Stock, par value $1.00 per share (the "Common
Stock"), of the Corporation and of any other junior stock, shall
be entitled to receive, when, as and if declared by the Board of
Directors out of funds legally available for the purpose,
quarterly dividends payable in cash on the [regular quarterly
dividend payment date] (each such date being referred to herein as
a "Quarterly Dividend Payment Date"), commencing on the first
Quarterly Dividend Payment Date after the first issuance of a
share or fraction of a share of Series A Junior Participating
Preferred Stock, in an amount per share (rounded to the nearest
cent) equal to the greater of (a) $1.00 or (b) subject to the
provision for adjustment hereinafter set forth, 100 times the
aggregate per share amount of all cash dividends, and 100 times
the aggregate per share amount (payable in kind) of all non-cash
dividends or other distributions, other than a dividend payable in
shares of Common Stock or a subdivision of the outstanding shares of
<PAGE> 8
Common Stock (by reclassification or otherwise), declared on the
Common Stock since the immediately preceding Quarterly Dividend
Payment Date, or, with respect to the first Quarterly Dividend
Payment Date, since the first issuance of any share or fraction of
a share of Series A Junior Participating Preferred Stock. In the
event the Corporation shall at any time after August 2, 1990 (the
"Rights Declaration Date") declare or pay any dividend on the
Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding
shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or
lesser number of shares of Common Stock, then in each such case
the amount to which holders of shares of Series A Junior
Participating Preferred Stock were entitled immediately prior to
such event under clause (b) of the preceding sentence shall be
adjusted by multiplying such amount by a fraction, the numerator
of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately
prior to such event.
(ii) The Corporation shall declare a dividend
or distribution on the Series A Preferred Stock as provided in
paragraph (i) of this Section immediately after it declares a
dividend or distribution on the Common Stock (other than a
dividend payable in shares of Common Stock); provided that, in the
event no dividend or distribution shall have been declared on the
Common Stock during the period between any Quarterly Dividend
Payment Date and the next subsequent Quarterly Dividend Payment
Date, a dividend of $1.00 per share on the Series A Junior
Participating Preferred Stock shall nevertheless be payable on
such subsequent Quarterly Dividend Payment Date.
(iii) Dividends shall begin to accrue and be
cumulative on outstanding shares of Series A Junior Participating
Preferred Stock from the Quarterly Dividend Payment Date next
preceding the date of issue of such shares, unless the date of
issue of such shares is prior to the record date for the first
Quarterly Dividend Payment Date, in which case dividends on such
shares shall begin to accrue from the date of issue of such
shares, or unless the date of issue is a Quarterly Dividend
Payment Date or is a date after the record date for the
determination of holders of shares of Series A Junior
Participating Preferred Stock entitled to receive a quarterly
dividend and before such Quarterly Dividend Payment Date, in
either of which events such dividends shall begin to accrue and be
cumulative from such Quarterly Dividend Payment Date. Accrued but
unpaid dividends shall not bear interest. Dividends paid on the
shares of Series A Junior Participating Preferred Stock in an
amount less than the total amount of such dividends at the
<PAGE> 9
time accrued and payable on such shares shall be allocated pro
rata on a share-by-share basis among all such shares at the time
outstanding. The Board of Directors may, in accordance with
applicable law, fix a record date for the determination of holders
of shares of Series A Junior Participating Preferred Stock
entitled to receive payment of a dividend or distribution declared
thereon, which record date shall be not more than such number of
days prior to the date fixed for the payment thereof as may be
allowed by applicable law.
(C) The holders of shares of Series A Junior
Participating Preferred Stock shall have the following voting
rights:
(i) Each share of Series A Junior
Participating Preferred Stock shall entitle the holder thereof to
100 votes on all matters submitted to a vote of the stockholders
of the Corporation.
(ii) Except as otherwise provided herein or by
law, the holders of shares of Series A Junior Participating
Preferred Stock, the holders of shares of Common Stock, and the
holders of shares of any other capital stock of the Corporation
having general voting rights, shall vote together as one class on
all matters submitted to a vote of stockholders of the
Corporation.
(iii) Except as otherwise set forth herein, and
except as otherwise provided by law, holders of Series A Junior
Participating Preferred Stock shall have no special voting rights
and their consent shall not be required (except to the extent they
are entitled to vote with holders of Common Stock as set forth
herein) for taking any corporate action.
(D) Certain Restrictions
(i) Whenever dividends or distributions payable
on the Series A Junior Participating Preferred Stock as provided
in Section B are in arrears, thereafter and until all accrued and
unpaid dividends and distributions, whether or not declared, on
shares of Series A Junior Participating Preferred Stock
outstanding shall have been paid in full, the Corporation shall
not:
(a) declare or pay dividends on, make any other
distributions on, or redeem or purchase or otherwise acquire for
consideration any shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the
Series A Junior Participating Preferred Stock;
<PAGE> 10
(b) declare or pay dividends on or make any
other distributions on any shares of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or
winding up) with the Series A Junior Participating Preferred
Stock, except dividends paid ratably on the Series A Junior
Participating Preferred Stock and all such parity stock on which
dividends are payable or in arrears in proportion to the total
amounts to which the holders of all such shares are then entitled;
(c) except as permitted in Section (D)(i)(d)
below, redeem or purchase or otherwise acquire for consideration
shares of any stock ranking on a parity (either as to dividends or
upon liquidation, dissolution or winding up) with the Series A
Junior Participating Preferred Stock, provided that the
Corporation may at any time redeem, purchase or otherwise acquire
shares of any such parity stock in exchange for shares of any
stock of the Corporation ranking junior (either as to dividends or
upon dissolution, liquidation or winding up) to the Series A
Junior Participating Preferred Stock; and
(d) purchase or otherwise acquire for
consideration any shares of Series A Junior Participating
Preferred Stock, or any shares of stock ranking on a parity with
the Series A Junior Participating Preferred Stock, except in
accordance with a purchase offer made in writing or by publication
(as determined by the Board of Directors) to all holders of such
shares upon such terms as the Board of Directors, after
consideration of the respective annual dividend rates and other
relative rights and preferences of the respective series and
classes, shall determine in good faith will result in fair and
equitable treatment among the respective series or classes.
(ii) The Corporation shall not permit any
subsidiary of the Corporation to purchase or otherwise acquire for
consideration any shares of stock of the Corporation unless the
Corporation could, under paragraph (i) of this Section D, purchase
or otherwise acquire such shares at such time and in such manner.
(E) Required Shares
Any shares of Series A Junior Participating Preferred
Stock purchased or otherwise acquired by the Corporation in any
manner whatsoever shall be retired and cancelled promptly after
the acquisition thereof. The Corporation shall cause all such
shares upon their cancellation to be authorized but unissued
shares of Preferred Stock which may be reissued as part of a new
series of Preferred Stock, subject to the conditions and
restrictions on issuance set forth herein.
<PAGE> 11
(F) Liquidation, Dissolution or Winding Up
(i) Upon any liquidation (voluntary or
otherwise), dissolution or winding up of the Corporation, no
distribution shall be made to the holders of shares of stock
ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Junior Participating
Preferred Stock unless, prior thereto, the holders of shares of
Series A Junior Participating Preferred Stock shall have received
$100.00 per share, plus an amount equal to accrued and unpaid
dividends and distributions thereon, whether or not declared, to
the date of such payment (the "Series A Liquidation Preference").
Following the payment of the full amount of the Series A
Liquidation Preference, no additional distributions shall be made
to the holders of shares of Series A Junior Participating
Preferred Stock, unless, prior thereto, the holders of shares of
Common Stock shall have received an amount per share (the "Common
Adjustment") equal to the quotient obtained by dividing (i) the
Series A Liquidation Preference by (ii) 100 (as appropriately
adjusted as set forth in subparagraph (iii) below to reflect such
events as stock dividends, and subdivisions, combinations and
consolidations with respect to the Common Stock) (such number in
clause (ii) being referred to as the "Adjustment Number").
Following the payment of the full amount of the Series A
Liquidation Preference and the Common Adjustment in respect of all
outstanding shares of Series A Junior Participating Preferred
Stock and Common Stock, respectively, holders of Series A Junior
Participating Preferred Stock and holders of shares of Common
Stock shall receive their ratable and proportionate share of the
remaining assets to be distributed in the ratio of the Adjustment
Number to 1 with respect to such Series A Junior Participating
Preferred Stock and Common Stock, on a per share basis,
respectively.
(ii) In the event there are not sufficient
assets available to permit payment in full of the Series A
Liquidation Preference and the liquidation preferences of all
other series of Preferred Stock, if any, which rank on a parity
with the Series A Junior Participating Preferred Stock, then such
remaining assets shall be distributed ratably to the holders of
such parity shares in proportion to their respective liquidation
preferences. In the event there are not sufficient assets
available to permit payment in full of the Common Adjustment, then
such remaining assets shall be distributed ratably to the holders
of Common Stock.
(iii) In the event the Corporation shall at any
time after the Rights Declaration Date declare or pay any dividend
on Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding
shares of Common Stock (by
<PAGE> 12
reclassification or otherwise than by payment of a dividend in
shares of Common Stock) into a greater or lesser number of shares
of Common Stock, then in each such case the Adjustment Number in
effect immediately prior to such event shall be adjusted by
multiplying such Adjustment Number by a fraction the numerator of
which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately
prior to such event.
(G) Consolidation, Merger, etc.
In case the Corporation shall enter into any
consolidation, merger, combination or other transaction in which
the shares of Common Stock are exchanged for or changed into other
stock or securities, cash and/or any other property, then in any
such case the shares of Series A Junior Participating Preferred
Stock shall at the same time be similarly exchanged or changed in
an amount per share (subject to the provision for adjustment
hereinafter set forth) equal to 100 times the aggregate amount of
stock, securities, cash and/or any other property (payable in
kind), as the case may be, into which or for which each share of
Common Stock is changed or exchanged. In the event the
Corporation shall at any time after the Rights Declaration Date
declare or pay any dividend on Common Stock payable in shares of
Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in
shares of Common Stock) into a greater or lesser number of shares
of Common Stock, then in each such case the amount set forth in
the preceding sentence with respect to the exchange or change of
shares of Series A Junior Participating Preferred Stock shall be
adjusted by multiplying such amount by a fraction the numerator of
which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the
number of shares of Common Stock that are outstanding immediately
prior to such event.
(H) Redemption
The shares of Series A Junior Participating Preferred
Stock shall not be redeemable.
(I) Ranking
The Series A Junior Participating Preferred Stock shall
rank junior to all other series of the Corporation's Preferred
Stock as to the payment of dividends and the distribution of
assets, unless the terms of any such series shall provide
otherwise.
<PAGE> 13
(J) Fractional Shares
Series A Junior Participating Preferred Stock may be
issued in fractions of a share which shall entitle the holder, in
proportion to such holder's fractional shares, to exercise voting
rights, receive dividends, participate in distributions and to
have the benefit of all other rights of holders of Series A Junior
Participating Preferred Stock.
SEVENTH: The following provisions are hereby adopted for
the purpose of defining, limiting and regulating the powers of the
Corporation and of the directors and stockholders:
(1) No contract or other transaction between this
Corporation and any other corporation and no act of this
Corporation shall in any way be affected or invalidated by the
fact that any of the directors of the Corporation are pecuniarily
or otherwise interested in, or are directors or officers of, such
other corporation; any directors individually, or any firm of
which any directors may be a member, may be a party to, or may be
pecuniarily or otherwise interested in, any contract or
transaction of this Corporation, provided that the fact that he or
such firm is so interested shall be disclosed or shall have been
known to the Board of Directors or a majority thereof, and any
director of this Corporation who is also a director or officer of
such other corporation or who is so interested may be counted in
determining the existence of a quorum at any meeting of the Board
of Directors of this Corporation, which shall authorize any such
contract or transaction, with like force and effect as if he were
not such director or officer of such other corporation or not so
interested.
(2) The Board of Directors shall have power, from time to
time, to fix and determine and to vary the amount of working
capital of the Corporation, to determine whether any and, if any,
what part, of the surplus of the Corporation or of the net profits
arising from its business shall be declared in dividends and paid
to the stockholders, subject however, to the provisions of the
Charter, and to direct and determine the use and disposition of
any of such surplus or net profits. The Board of Directors may in
its discretion use and apply any of such surplus or net profits in
purchasing or acquiring any of the shares of the stock of the
Corporation, or any of its bonds or other evidences of
indebtedness, to such extent and in such manner and upon such
lawful terms as the Board of Directors shall deem expedient.
(3) The Corporation reserves the right to make, from time
to time, any amendments of its Charter which may now or hereafter
be authorized by law, including any amendments changing the terms
of any class of its stock, whether issued or unissued, by
classification, reclassification, or
<PAGE> 14
otherwise. Any amendment of the Charter shall be valid and
effective if such amendment shall have been authorized by the
affirmative vote of a majority of the total number of shares
outstanding and entitled to vote thereon, except as otherwise
required by the provisions of Article FOURTH and Article EIGHTH of
this Charter.
(4) The Board of Directors shall have power by order or
regulation to declare the whole or any portion of the
manufacturing operations and processes of the Corporation to be
secret, in which case no stockholder, director, officer or other
person, except under permit duly obtained in the manner authorized
by the Board, shall have the right or be permitted to view or
inspect the operations or processes which shall have been declared
to be secret, or to enter the premises where such operations or
processes shall be carried on; but the stockholders by the
affirmative vote of a majority in interest of those entitled to
vote may suspend the operation of any such order or regulation and
in like manner may suspend the power of the Board to make such
order or regulation.
EIGHTH: (1) For purposes of this Article EIGHTH, any
terms not defined herein shall have the meanings indicated in
Subtitle 6 of Title 3 of the Maryland General Corporation Law
Section 3-601 and Section 3-603(a)(1), as in effect on January 1,
1984.
(2) In addition to any vote otherwise required by law, a
business combination shall be recommended by the Board of
Directors and approved by the affirmative vote of at least:
(A) 80% of the votes entitled to be cast by all
outstanding shares of voting stock of the Corporation, voting
together as a single voting group; and
(B) two-thirds of the votes entitled to be cast by
holders of voting stock other than voting stock held by an
interested stockholder who is (or whose affiliate is) a party to
the business combination or an affiliate or associate of the
interested stockholder, voting together as a single group.
(3) Notwithstanding subsection (2) above, a business
combination may be approved by the affirmative vote of two-thirds
of the votes entitled to be cast by outstanding shares of voting
stock of the Corporation if:
(A) there are one or more continuing directors and
the business combination shall have been approved by a majority of
them; or
(B) (i) the consideration to be received by
stockholders of each class of stock of the Corporation shall
<PAGE> 15
be in cash or in the same form as the interested stockholder has
previously paid for shares of such class of stock; and
(ii) the cash, or market value of the property,
securities or other consideration to be received per share by the
stockholders of each class of stock of the Corporation in the
business combination is not less than the higher of:
1. the highest per share price paid by the
interested stockholder for the acquisition of any shares of such
class in the two years immediately preceding the announcement date
of the business combination, with appropriate adjustments for
stock splits, stock dividends and like contributions; or
2. the market value of such shares, on the
date the business combination is approved by the Board of
Directors.
(4) For the purposes of this Article EIGHTH, the term
"continuing director" shall mean any member of the Board of
Directors who is not an affiliate or associate of an interested
stockholder and any successor who is elected to succeed a
continuing director by a majority of the continuing directors.
(5) This Article EIGHTH may be amended or repealed only
in the manner and by the vote required to approve business
combinations set forth in subsection (2) above.
3. The amendment to and restatement of the Charter of the
Corporation as hereinabove set forth has been duly advised by the Board
of Directors and approved by the stockholders as required by law.
4. The total number of shares of stock which the Corporation
had authority to issue immediately prior to this amendment was
110,000,000, $1.00 par value per share, having an aggregate par value
of $110,000,000.
5. The total number of shares of stock which the Corporation
has authority to issue, pursuant to the Charter of the Corporation as
hereby amended, is 210,000,000 shares, $1.00 par value per share. The
aggregate par value of all shares having a par value is $210,000,000.
6. The current address of the principal office of the
Corporation is as set forth in Article THIRD of the Charter of the
Corporation as amended and restated herein.
7. The name and address of the Corporation's current resident
agent is as set forth in Article THIRD of the Charter of the
Corporation as amended and restated herein.
<PAGE> 16
8. The Corporation has eleven directors currently in office
whose names are J. H. Biggs, B. A. Bridgewater, Jr., B. B. Byron, W. E.
Cornelius, W. H. Danforth, K. M. Duberstein, W. S. Kanaga, J. S.
McDonnell III, J. F. McDonnell, G. A. Schaefer, and R. L. Thompson.
The undersigned Senior Vice President-Administration and General
Counsel acknowledges these Articles of Amendment and Restatement to be
the corporate act of the Corporation and as to all matters or facts
required to be verified under oath, the undersigned Senior Vice
President-Administration and General Counsel acknowledges that to the
best of his knowledge, information and belief, these matters and facts
are true in all material respects and that this statement is made under
the penalties for perjury.
IN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment and Restatement to be signed in its name and on its behalf by
its Senior Vice President-Administration and General Counsel and
attested to by its Secretary on this 8th day of June, 1994.
ATTEST: MCDONNELL DOUGLAS CORPORATION
/s/ Steven N. Frank /s/ F. Mark Kuhlmann
- --------------------------------- By:-----------------------(SEAL)
Steven N. Frank F. Mark Kuhlmann
Secretary Senior Vice President-
Administration and
General Counsel
<PAGE>
<PAGE> 1
BYLAWS
of
MCDONNELL DOUGLAS CORPORATION
(as amended 15 September 1994)
ARTICLE I
Offices
--------
In addition to its principal office in the State of Maryland, the
corporation shall have an office in St. Louis, Missouri.
ARTICLE II
Seal
----------
The name of the corporation and the words "Seal, Maryland" shall
be inscribed on the corporate seal.
ARTICLE III
Meetings of Shareholders
-------------------------
Section 1. Written or printed notice, stating the place, day
and hour of every meeting of shareholders (and in the case of special
meetings, stating the business proposed to be transacted thereat)
shall be given to each shareholder by personally delivering it to him,
by leaving it with him at his residence or usual place of business, or
by mailing it, postage prepaid, and addressed to him at his address as
it appears upon the corporate records of the Secretary, all not less
than ten (10) nor more than ninety (90) days before such meeting.
Section 2. The annual meeting of the shareholders shall be held
not earlier than April 15 nor later than May 15 of each year at a time
within such period and at such place in the United States as shall be
determined from time to time by the Board of Directors (the "Board")
and stated in the notice or waiver of notice of the meeting. All
other meetings of shareholders shall be held at such times and at such
place or places in the United States as shall be determined from time
to time by the Board and stated in the notice or waiver of notice of
the meeting.
Section 3. Special meetings of the shareholders, for any
lawful purpose or purposes, may be called by the Chairman of the Board
(the "Chairman"), the President, a majority of the Board or a majority
of the Executive Committee, and shall, unless otherwise prescribed by
statute, be called by the Secretary at the
<PAGE> 2
request in writing of shareholders entitled to cast at least twenty-
five (25) percent of all votes entitled to be cast at the meeting.
Such request shall state the purpose of the proposed meeting and the
matters to be acted upon at such meeting and shall further comply with
the provisions of Section 4 of this Article III. A meeting requested
by shareholders shall be called as set forth in (a) through (d) of
this Article III.
(a) The Secretary shall advise the shareholders who make the
request of the estimated cost of preparing and mailing notice of the
requested meeting. Such costs shall expressly include costs related
to preparation of a list of shareholders entitled to vote. Notice of
the meeting shall not be mailed until such costs are paid to the
corporation.
(b) The Secretary shall set the record date for shareholders
entitled to vote which shall not be less than five (5) nor more than
ten (10) days after the date on which the corporation has received
payment for the estimated cost of preparing and mailing notice.
(c) The notice shall be mailed within ten (10) days of the
record date.
(d) The time, date and place of the meeting shall be
determined by the Board except that such meeting date shall not be
less than ten (10) nor more than ninety (90) days after the record
date.
Section 4. All nominations of individuals for election to the
Board and proposals of business to be considered at any meeting of the
shareholders shall be made as set forth in this Section 4 of Article
III.
(a) Annual Meeting of Shareholders. (1) Nominations of
individuals for election to the Board and the proposal of business to
be considered by the shareholders may be made at an annual meeting of
shareholders (i) pursuant to the corporation's notice of meeting, (ii)
by or at the direction of the directors or (iii) by any shareholder of
the corporation who was a shareholder of record at the time of giving
of notice provided for in this Section 4(a) of Article III, who is
entitled to vote at the meeting and who complied with the notice
procedures set forth in this Section 4(a) of Article III.
(2) For nominations or other business to be properly
brought before an annual meeting by a shareholder pursuant to clause
(iii) of paragraph (a)(l) of this Section 4 of Article III, the
shareholder must have given timely notice thereof in writing to the
Secretary. To be timely, a shareholder's notice shall be delivered to
the Secretary at the principal executive offices of the corporation
not less than 60 days nor more than 90 days prior to the first
anniversary of the preceding year's annual meeting; provided, however,
that in
<PAGE> 3
the event that the date of the annual meeting is advanced by more than
30 days or delayed by more than 60 days from such anniversary date,
notice by the shareholder to be timely must be so delivered not
earlier than the 90th day prior to such annual meeting and not later
than the close of business on the later of the 60th day prior to such
annual meeting or the tenth day following the day on which public
announcement of the date of such meeting is first made. Such
shareholder's notice shall set forth (i) as to each person whom the
shareholder proposes to nominate for election or reelection as a
director all information relating to such person that is required to
be disclosed in solicitations of proxies for election of directors, or
is otherwise required, in each case pursuant to Regulation 14A under
the Securities Exchange Act of 1934, as amended (the "Exchange Act");
(ii) as to any other business that the shareholder proposes to bring
before the meeting, a brief description of the business desired to be
brought before the meeting, the reasons for conducting such business
at the meeting and any material interest in such business of such
shareholder and of the beneficial owner, if any, on whose behalf the
proposal is made; and (iii) as to the shareholder giving the notice
and the beneficial owner, if any, on whose behalf the nomination or
proposal is made, (x) the name and address of such shareholder, as
they appear on the corporation's books, and of such beneficial owner
and (y) the class and number of shares of stock of the corporation
which are owned beneficially and of record by such shareholder and
such beneficial owner.
(3) Notwithstanding anything in the second sentence of
paragraph (a)(2) of this Section 4 of Article III the contrary, in the
event that the number of directors to be elected to the board is
increased and there is no public announcement naming all of the
nominees for director or specifying the size of the increased Board
made by the corporation at least 70 days prior to the first
anniversary of the preceding year's annual meeting, a shareholder's
notice required by this Section 4(a) of Article III shall also be
considered timely, but only with respect to nominees for any new
positions created by such increase, if it shall be delivered to the
Secretary at the principal executive office of the corporation not
later than the close of business on the tenth day following the day on
which such public announcement is first made by the corporation.
(b) Special Meetings of Shareholders. Only such business
shall be conducted at a special meeting of shareholders as shall have
been brought before the meeting pursuant to the corporation's notice
of meeting. Nominations of persons for election to the Board may be
made at a special meeting of shareholders
<PAGE> 4
at which directors are to be elected (i) pursuant to the corporation's
notice of meeting (ii) by or at the direction of the Board or
(iii) provided that the Board has determined that directors shall be
elected at such special meeting, by any shareholder of the corporation
who is a shareholder of record at the time of giving of notice
provided for in this Section 4(b) of Article III, who is entitled to
vote at the meeting and who complied with the notice procedures set
forth in this Section 4(b) of Article III. In the event the
corporation calls a special meeting of shareholders for the purpose of
electing one or more directors to the Board, any such shareholder may
nominate a person or persons (as the case may be) for election to such
position as specified in the corporation's notice of meeting, if the
shareholder's notice required by paragraph (a)(2) of this Section 4 of
Article III shall be delivered to the Secretary at the principal
executive offices of the corporation not earlier than the 90th day
prior to such special meeting and not later than the close of business
on the later of the 60th day prior to such special meeting or the
tenth day following the day on which public announcement is first made
of the date of the special meeting and of the nominees proposed by the
directors to be elected at such meeting. Proposals of business other
than the nomination of persons for election to the Board may be
considered at a special meeting of the shareholders requested by the
shareholders in accordance with Section 3 of Article III only if the
shareholder's notice required by paragraph (a)(2) of this Section 4 of
Article III was delivered at the time such shareholder requested the
meeting.
(c) General. (1) Only such persons who are nominated in
accordance with the procedures set forth in this Section 4 of Article
III shall be eligible to serve as directors and only such business
shall be conducted at a meeting of shareholders as shall have been
brought before the meeting in accordance with the procedures set forth
in this Section 4 of Article III. The presiding officer of the
meeting shall have the power and duty to determine whether a
nomination or any business proposed to be brought before the meeting
was made in accordance with the procedures set forth in this Section 4
of Article III and, if any proposed nomination or business is not in
compliance with this Section 4 of Article III, to declare that such
defective nomination or proposal be disregarded.
(2) For purposes of this Section 4 of Article III,
"public announcement" shall mean disclosure in a press release
reported by the Dow Jones News Service, Associated Press or comparable
news
<PAGE> 5
service or in a document publicly filed by the corporation with the
Securities and Exchange Commission pursuant to Sections 13, 14 or
15(d) of the Exchange Act.
(3) Notwithstanding the foregoing provisions of this
Section 4 of Article III, a shareholder shall also comply with all
applicable requirements of state law and of the Exchange Act and the
rules and regulations thereunder with respect to the matters set forth
in this Section 4 of Article III. Nothing in this Section 4 of
Article III shall be deemed to affect any rights of shareholders to
request inclusion of proposals in the corporation's proxy statement
pursuant to Rule 14a-8 under the Exchange Act.
Section 5. At any meeting of shareholders a majority of the
shares outstanding and entitled to vote at the meeting shall
constitute a quorum for the transaction of business. If a quorum is
not present or represented at any meeting of shareholders, the
shareholders entitled to vote thereat, present in person or by proxy,
shall have power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until the requisite
amount of voting stock is represented. At such adjourned meeting at
which the requisite amount of voting stock shall be represented, any
business may be transacted which might have been transacted at the
meeting as originally notified.
Section 6. Each outstanding share of stock having voting
power shall be entitled to one vote on each matter submitted to a vote
at each meeting of shareholders.
Section 7. The corporation shall be entitled to treat the
holder of record of any share or shares of stock as the holder in fact
thereof and accordingly shall not be bound to recognize any equitable
or other claim to or interest in such share on the part of any other
person, whether or not it shall have express or other notice thereof,
save as expressly provided by the laws of Maryland.
ARTICLE IV
Directors
----------
Section 1. The business and affairs of the corporation shall
be managed under the direction of the Board. All powers of the
corporation shall be exercised by or under authority of the Board
except as conferred on or reserved to the shareholders by law or by
the charter or bylaws of the corporation.
Section 2. The number of Directors of the corporation shall
be thirteen (13) which number may be increased or decreased upon an
affirmative vote of not less than 80% of the entire Board but shall
<PAGE> 6
never be less than three (3). Directors shall serve for three (3)
years staggered terms, with approximately one-third (1/3) of the total
number of Directors to be elected at each annual meeting of the
shareholders. In case of a vacancy on the Board for any cause other
than an increase in the number of Directors, an affirmative vote of a
majority of the remaining Directors, even though less than a quorum,
may elect a successor to hold office for the Director whose place
shall be vacant until the next annual meeting of shareholders. A vote
of not less than 80% of the entire Board shall be required to fill a
vacancy on the Board which results from an increase in the number of
Directors. If the number of Directors is changed, any increase or
decrease shall be apportioned among the classes so as to maintain the
number of Directors in each class as nearly equal as possible. In no
case will a decrease in the number of Directors shorten the term of
any incumbent Director. A Director elected to fill a vacancy on the
Board which results from an increase in the number of Directors shall
hold office until the next annual meeting of shareholders and until
such Director's successor shall have been elected and qualified.
Notwithstanding any provision of law to the contrary, a Director may
be removed with or without cause only by the affirmative vote of the
holders of not less than 80% of all of the outstanding shares of the
corporation entitled to vote at a meeting of shareholders called for
such purpose.
Section 3. The Board shall hold regular and special meetings
at such place and time as it determines for the purpose of
organization, election of certain Officers as specified in Article VI,
and consideration of other business that may come before the meeting.
Section 4. A majority of the entire Board shall constitute a
quorum for the transaction of all business that may properly come
before any meeting of the Board.
Section 5. Special meetings of the Board may be called by the
Chairman, the President, or the Secretary upon written request of two
Directors.
Section 6. A written notice of all regular meetings of the
Board shall be mailed to each Director at his address as listed in the
corporate records of the Secretary at least ten (10) days before any
such meeting. No irregularity of notice of any regular meeting shall
invalidate the same or any proceeding thereat, provided the notice
shall definitely specify the time and place fixed by the Board for
holding the meeting. Special meetings of the Board may be called upon
twenty-four (24) hours notice, given personally, or by mail,
telecommunications, or telephone. Any Director may waive any notice
required to be given by these bylaws.
<PAGE> 7
Section 7. Board meetings may be held by means of a
conference telephone or similar communication equipment if all members
participating can hear each other at the same time.
Section 8. Directors as such shall not receive any stated
salary for their services, but by resolution of the Board,
compensation may be established for service as a Director and as a
member of special or standing committees. Nothing herein contained
shall be construed to preclude any Director from serving the
corporation in any other capacity and receiving compensation therefor.
<PAGE> 8
ARTICLE V
Committees
------------
Section 1. Designation and Membership. There shall be an
Executive Committee, a Management Compensation and Succession
Committee, an Audit Committee, and a Nominating Committee and there
may be such other committees as the Board may determine, each to
consist of not less than three Directors, to be elected by the Board
to hold office until the next annual organizational meeting of the
Board or until their successors are elected and qualified. The
Chairman shall be a member of the Executive Committee. A majority of
the Committee members shall be public Directors. Members of the
Management Compensation and Succession Committee shall not be eligible
to participate in any remuneration plan of the Corporation providing
for the acquisition of stock or options to purchase stock of the
corporation which would disqualify such Committee members as
disinterested administrators of the corporation's remuneration plans.
Members of the Audit Committee and the Nominating Committee shall be
independent of management and free from any relationships that, in the
opinion of the Board, would interfere with the exercise of independent
judgment. In the absence of a member of a committee, the member or
members thereof present at any meeting, whether or not he or they
constitute a quorum, may appoint a Director to act in place of any
such absent member, provided such appointed Director is otherwise
qualified to be a member of such committee. All committees may have
non-voting advisory members.
Section 2. Powers. The committees, to the extent provided by
these bylaws and by resolution of the Board, may exercise all powers
of the Board between Board meetings except the power to vote
themselves compensation, amend the bylaws, authorize or declare
dividends or distributions on stock, issue stock other than in
accordance with Section 2-411(b) of the Maryland General Corporation
Law, recommend to shareholders any action requiring shareholders'
approval, or to approve any merger or share exchange which does not
require shareholder approval.
Section 3. Procedure. Committees may meet at any time upon
notice by any means to all members, and such notice may be waived.
Meetings may be held by any means of communication, and a majority of
the entire committee shall constitute a quorum, a majority of which
may transact all business that
<PAGE> 9
may properly come before the committee. In the absence of a meeting,
any resolution signed by all members of each committee shall be valid.
ARTICLE VI
Officers
------------
Section 1. The officers of the corporation shall include the
Chairman, a President, a Secretary, and a Treasurer, and may include
one or more Vice Chairmen of the Board, one or more Executive Vice
Presidents, one or more component Presidents, one or more Senior Vice
Presidents, one or more Vice Presidents, one or more Assistant Vice
Presidents, a Chief Financial Officer, a Controller, a Tax Officer,
and one or more Assistant Secretaries, Assistant Treasurers, and
Assistant Controllers (hereinafter referred to as Officers). Any two
offices, except those of President and Executive Vice President,
Senior Vice President, Vice President and Assistant Vice President,
may be held by the same person. The Board of Directors shall elect
the Chairman, any Vice Chairmen of the Board, the President, any
Executive Vice President, the Chief Financial Officer, the principal
accounting officer (or if none, the Controller), any Senior Vice
President, the Secretary, any Vice Presidents or component Presidents
or persons in charge of a principal business unit, division or
corporate-wide function (such as sales, administration, legal or
finance), and any other persons who perform similar policy-making
functions for the corporation (hereinafter referred to as Elected
Officers). Either the Board or the Chairman may appoint any other
Officers (Officers other than Elected Officers hereinafter referred to
as Appointed Officers).
Section 2. The Chairman, the Vice Chairmen of the Board, if any,
and the President, shall each be a member of the Board. Any Officer
may be a member of the Board. Any Officer may be removed at any time
by the Board. Any Appointed Officer may be removed at any time by
either the Board or the Chairman. All vacancies among the Elected
Officers shall be filled by the Board. Vacancies among the Appointed
Officers shall be filled by either the Board or the Chairman.
Section 3. The Officers of the corporation shall have the
authority and shall perform the duties in the management of the assets
and affairs of the corporation as provided in these bylaws and
determined by resolutions of the Board not inconsistent therewith.
<PAGE> 10
Section 4. The compensation of all Elected Officers shall be
fixed by the Board, or the Management Compensation and Succession
Committee. The compensation of the Appointed Officers shall be fixed
by the Board, the Chairman, or the Management Compensation and
Succession Committee.
Section 5. The Chairman shall preside at all meetings of the
Board and of the shareholders. The Chairman or the President shall be
the Chief Executive Officer (CEO) of the corporation. The CEO shall,
subject to the power and authority of the Board, have general
supervision, direction and control of the business and affairs of the
corporation, and shall also perform such other duties as may be
assigned to him by the Board.
Section 6. Each Vice Chairman of the Board shall, subject to the
power of the Board, be accountable to the Chairman. He shall perform
such duties as may be assigned to him by the Board or the Chairman.
Section 7. The President shall, subject to the power of the
Board, be accountable to the Chairman. He shall perform such duties
as may be assigned to him by the Board or the Chairman. For the
period of any absence or disability of the Chairman, the President
shall perform the duties and, subject to the bylaws, exercise the
powers of the Chairman. In the absence of both the Chairman and the
President, another Officer designated by the Board shall preside at
all meetings of the shareholders and the Board.
Section 8. The Elected Officers and the Appointed Officers shall
have the general powers and duties usually vested in his or her
respective office, and shall perform such other duties as may be
prescribed by the Board, the Chairman, or the President.
ARTICLE VII
Stock
--------------
Section 1. Transfer of stock shall be made on the books of the
corporation only by the person named in the certificate or by
attorney, lawfully constituted in writing, and upon surrender of the
certificate therefor. Certificates of stock may be issued when
bearing the manual or facsimile signature of both (1) the Chairman,
the President or a Vice President elected by the Board of Directors,
and (2) the Secretary, Assistant Secretary, Treasurer, or Assistant
Treasurer; except that if both such signatures are facsimiles, a
manual signature will be required of such person, transfer agent, or
registrar as may be designated by the Board or the
<PAGE> 11
Executive Committee. If any Officer whose duly authorized signature
or a facsimile thereof appears on blank stock certificates dies,
resigns or is removed prior to issuance of such certificates they may
nevertheless be issued or registered as certificates of stock of the
corporation and shall be valid for all purposes.
Section 2. The Board may fix the time, not exceeding ninety (90)
days preceding the date of any meeting of shareholders, any dividend
payment date or any date for the allotment of rights, during which the
books of the corporation shall be closed against transfers of stock.
In lieu of closing the books against transfers of stock, as aforesaid,
the Board may fix a date, not exceeding ninety (90) days preceding the
date of any meeting of shareholders, any dividend payment date or any
date for the allotment of rights, as a record date for the
determination of the shareholders entitled to notice of and to vote at
such meeting, or entitled to receive such dividends or rights as the
case may be; and only shareholders of record on such date shall be
entitled to notice of and to vote at such meeting, or to receive such
dividends or rights, as the case may be.
Section 3. The Board may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued which are alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost or destroyed. When authorizing
such issue of a new certificate or certificates, the Board may, in its
discretion and as a condition precedent to the issuance thereof,
require the owner of such lost or destroyed certificate or
certificates, or his legal representative, to give the corporation a
bond in such sum as it may direct as indemnity against any claim that
may be made against the corporation with respect to the certificate
alleged to have been lost or destroyed. The Board may delegate to any
Officer or Officers of the corporation the authority to issue such new
certificate or certificates and the approval of the form and amount of
such indemnity bond and the surety thereon.
ARTICLE VIII
Authorization of Corporate Commitments
---------------------------------------
Section 1. Transactions requiring Board approval under Maryland
law, the annual budget for purchase of capital facilities, the annual
capital facilities lease budget, maximum amounts of long and short
term borrowings, and authority to proceed with new product programs
and other programs or transactions
<PAGE> 12
committing the corporation to financial exposure exceeding limits of
authority delegated to the Chairman by the Board, shall be submitted
for Board review and approval.
Section 2. The Chairman can commit the corporation in all
transactions the approval of which is not reserved to the Board in
Section 1 above. The Chairman may delegate his authority to other
Officers or employees in writing, with or without restrictions and
with or without authority to redelegate to other employees. Authority
to approve transactions or commit the corporation includes authority
to execute necessary and appropriate documents relative thereto.
Section 3. The Chairman may designate one or more Officers or
employees, or their designees, to sign checks, drafts, bills of
exchange, promissory notes or other documents relative to any
borrowing, commercial paper, guarantees of indebtedness, or demands
for money of the corporation and no such instrument shall be issued
unless so signed.
ARTICLE IX
Limitation of Liability and Indemnification
---------------------------------------------
Section 1. No Director or Officer of the corporation shall be
liable to the corporation or its shareholders for money damages,
except to the extent such limitation of liability for Directors or
Officers, as the case may be, is not permitted under the Maryland
General Corporation Law, as the same exists or may hereafter be
amended. Any repeal or modification of the foregoing provisions of
this Section 1 of Article IX shall not adversely affect any right or
protection of a Director or Officer of the corporation existing
hereunder with respect to any act or omission occurring prior to or at
the time of such repeal or modification.
Section 2. The corporation shall indemnify, and advance expenses
(without a determination of entitlement to indemnification) to, each
person who at any time is or has served as a Director of the
corporation (including Directors who also serve or have served as
Officers of the corporation) in connection with any threatened,
pending or completed action, suit or proceeding (whether civil,
criminal, administrative, or investigative) arising out of such
person's service to the corporation or to another organization at the
corporation's request except with respect to any action, suit, or
proceeding brought by such person against the corporation or to the
extent such indemnification is expressly prohibited by the Maryland
General Corporation Law, as the same exists or may hereafter be
amended. The indemnification provided by this Section 2 of
<PAGE> 13
Article IX shall not be deemed exclusive of any other rights to which
the Director may be entitled under any statute, agreement, vote of
shareholders or disinterested Directors or otherwise.
Section 3. With respect to Officers and other persons who serve
or have served the corporation, the corporation shall provide
indemnification as required by law and may, as authorized at any time
by general or specific action of the Board, provide further
indemnification and advance expenses (without a determination of
entitlement to indemnification) in connection with any threatened,
pending or completed action, suit or proceeding (whether civil,
criminal, administrative or investigative) arising out of such
persons' service to the corporation or to another organization at the
corporation's request except with respect to any action, suit, or
proceeding brought by such person against the corporation or to the
extent such indemnification is expressly prohibited by the Maryland
General Corporation Law, as the same exists or may hereafter be
amended. The indemnification provided by this Section 3 of Article IX
shall not be deemed exclusive of any other rights to which the Officer
or other person may be entitled under any statute, agreement, vote of
shareholders or disinterested Directors or otherwise.
Section 4. Any indemnification of, or advance of expenses to, a
Director arising out of a proceeding by or in the right of the
corporation shall be reported to the shareholders with the notice of
the next shareholders' meeting or prior to the meeting.
<PAGE> 14
ARTICLE X
Amendments
--------------
The Board shall have the power to make, alter and repeal the
bylaws, subject, however, to the power of the shareholders to alter,
amend, or repeal any bylaws made by the Board; provided, however, that
any amendment to the 80% vote requirements in Article IV, Section 2,
must be approved by an affirmative vote of not less than 80% of the
entire Board.
<PAGE>
<PAGE>
LAW DEPARTMENT
October 21, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Sir/Madam:
As Vice President, Associate General Counsel and Secretary of
McDonnell Douglas Corporation ("MDC"), I am of the opinion that the
500,000 shares of Common Stock, $1.00 par value, of MDC (including the
Preferred Stock Purchase Rights attached thereto) registered pursuant to
the Registration Statement on Form S-8 in connection with which this
opinion is filed as an exhibit, when offered and sold pursuant to the
McDonnell Douglas Corporation 1994 Performance and Equity Incentive Plan
will be validly issued and outstanding, fully paid and non-assessable.
I hereby consent to the use of this opinion as Exhibit 5 to the
above-mentioned Registration Statement.
Very truly yours,
/s/ Steven N. Frank
--------------------
Steven N. Frank
Vice President, Associate General
Counsel and Secretary
<PAGE>
<PAGE>
Ernst & Young LLP
Gateway One
Suite 1400
701 Market Street
St. Louis, Missouri 63101
Phone: 314-259-1000
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the McDonnell Douglas Corporation 1994
Performance and Equity Incentive Plan of our reports dated January 18,
1994, with respect to the consolidated financial statements of McDonnell
Douglas Corporation and subsidiaries incorporated by reference in the
Annual Report (Form 10K) for the year ended December 31, 1993 and
related financial statement schedules included therein, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young
St. Louis, Missouri
October 21, 1994
<PAGE>
<PAGE>
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature
appears below does hereby constitute and appoint F. Mark Kuhlmann and
Steven N. Frank and each of them acting severally, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign a registration statement on
Form S-8 registering with the Securities and Exchange Commission (the
"Commission") 500,000 shares of McDonnell Douglas Corporation (the
"Company") Common Stock which may be offered pursuant to the McDonnell
Douglas Corporation 1994 Performance and Equity Incentive Plan and
amendments (including post-effective amendments) thereto, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Commission, and hereby grants to such attorneys-in-
fact and agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be
done, as fully and to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Dated and effective as of the 15th day of September, 1994.
/s/ John H. Biggs /s/ B. A. Bridgewater, Jr.
- ------------------------ ----------------------------
John H. Biggs B. A. Bridgewater, Jr.
/s/ Beverly B. Byron /s/ William E. Cornelius
- ------------------------- ------------------------------
Beverly B. Byron William E. Cornelius
/s/ William H. Danforth, M.D.
- -------------------------------- ------------------------------
William H. Danforth, M.D. Kenneth M. Duberstein
/s/ William S. Kanaga /s/ James S. McDonnell III
- -------------------------------- ------------------------------
William S. Kanaga James S. McDonnell III
/s/ John F. McDonnell /s/ George A. Schaefer
- -------------------------------- ---------------------------------
John F. McDonnell George A. Schaefer
/s/ Ronald L. Thompson
- --------------------------------
Ronald L. Thompson
/s/ Herbert J. Lanese /s/ Robert L. Brand
- ---------------------------------- -------------------------------
Herbert J. Lanese Robert L. Brand
<PAGE>
<PAGE>
POWER OF ATTORNEY
Know all men by these presents, that the person whose
signature appears below does hereby constitute and appoint F. Mark
Kuhlmann and Steven N. Frank and each of them acting severally, his
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign a registration statement
on Form S-8 registering with the Securities and Exchange Commission
(the "Commission") 500,000 shares of McDonnell Douglas Corporation
(the "Company") Common Stock which may be offered pursuant to the
McDonnell Douglas Corporation 1994 Performance and Equity Incentive
Plan and amendments (including post-effective amendments) thereto,
and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Commission, and hereby
grants to such attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully and to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Dated and effective as of the 19th day of October, 1994.
/s/ Harry C. Stonecipher
- --------------------------
Harry C. Stonecipher
<PAGE>
<PAGE>
LAW DEPARTMENT
STEVEN N. FRANK
Vice President
Associate General Counsel &
Secretary
October 21, 1994
Securities and Exchange Commission
Operations Center
Stop 0-7
6432 General Green Way
Alexandria, VA 22312
Re: Registration Statement on Form S-8 relating to
Common Stock of McDonnell Douglas Corporation
("MDC") for offer under the McDonnell Douglas
Corporation 1994 Performance and Equity Incentive
Plan ("Plan").
Ladies and Gentlemen:
Enclosed (via EDGAR transmission) is a signed copy of
the Registration Statement on Form S-8 with exhibits
relating to the proposed registration under the Securities
Act of 1933 (the "1933 Act") of Common Stock of MDC.
MDC wired $19,471.98 on September 23, 1994 and an
additional $1,314.66 on October 21, 1994, for a total of $20,786.64,
to the SEC lockbox in payment of the registration fee. It
is our understanding that, pursuant to Rule 462 under the
1933 Act, the Registration Statement will become effective
upon filing.
If you have any questions or comments, please call me
at (314) 234-8091 or Eric R. Fencl at (314) 232-2158.
Thank you for your assistance.
Very truly yours,
/s/ Steven N. Frank
Steven N. Frank
