<PAGE>
As filed with the Securities and Exchange Commission on November 25, 1996
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
MELLON BANK CORPORATION
(Exact name of issuer as specified in its charter)
Pennsylvania 25-1233834
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Mellon Bank Center
500 Grant Street
Pittsburgh, Pennsylvania 15258-0001
(412) 234-5000
(Address of principal executive offices) (Zip Code)
MELLON BANK CORPORATION
401(K) RETIREMENT SAVINGS PLAN
(Full Title of the plan)
Carl Krasik, Esq.
Associate General Counsel and Secretary
Mellon Bank Corporation
One Mellon Bank Center
500 Grant Street
Pittsburgh, Pennsylvania 15258-0001
(412) 234-5222
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum Amount of
Title of Securities to be Amount to be Offering Price Aggregate Registration
Registered Registered Per Share Offering Price Fee
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
($0.50 par value) (1)(2) 400,000 $65.50 (3) $26,200,000 (3) $7,940 (3)
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes preferred stock purchase rights. Prior to the occurrence of
certain events, these rights will not be exercisable or evidenced separately
from the Common Stock.
(2) In addition, pursuant to Rule 416(c) of the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the above Plan.
(3) Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(h) of the Securities Act of 1933, on the basis of $65.50
per share, the average sale price of the Common Stock in the consolidated
reporting system on November 18, 1996.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents heretofore filed with the Securities and Exchange
Commission by Mellon Bank Corporation (the "Corporation") (Commission File No.
1-7410) pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") are
incorporated in this Registration Statement by reference and made a part hereof:
(1) The Corporation's Annual Report on Form 10K for the year ended December
31, 1995, filed pursuant to Section 13 of the Exchange Act.
(2) The Mellon Bank Corporation 401(k) Retirement Savings Plan's (the "Plan")
Annual Report on Form 11K for the year ended December 31, 1995, filed pursuant
to Section 15(d) of the Exchange Act.
(3) The Corporation's Quarterly Reports on Form 10Q for the quarters ended
March 31, 1996, June 30, 1996 and September 30, 1996, filed pursuant to
Section 13 of the Exchange Act.
(4) The Corporation's Current Reports on Form 8-K, January 10, 1996, February
27, 1996, February 29, 1996, April 16, 1996, May 21, 1996, July 16, 1996,
August 6, 1996, August 26, 1996, September 30, 1996, October 15, l996, October
15, 1996, and October 29, 1996, filed pursuant to Section 13 of the Exchange
Act.
(5) The description of the Corporation's Common Stock set forth in the
Corporation's Registration Statement on Form 8-A, dated June 10, 1981, filed
pursuant to Section 12(b) of the Exchange Act, including all reports updating
such description.
(6) The description of the Rights set forth in the Corporation's Registration
Statement on From 8-A, dated October 29, 1996, filed pursuant to Section 12(b)
of the Exchange Act, including all reports updating such description.
Each document or report filed by the Corporation with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof
and 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 thereof from the date of filing of such
documents until the information contained in such document is superseded or
updated by any subsequently filed document which is incorporated by reference
into this Registration Statement.
1
<PAGE>
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
The validity of the Common Stock covered by this Registration Statement will be
passed upon for the Corporation by Carl Krasik, Esq., Associate General Counsel
and Secretary of the Corporation, One Mellon Bank Center, Pittsburgh,
Pennsylvania 15258. As of October 31, 1996, Mr. Krasik held options issued by
the Corporation pursuant to the Corporation's Long-Term Profit Incentive Plan
(1996) covering 5,950 shares of the Corporation's Common Stock. Mr. Krasik is
also a participant in the Plan.
Item 6. Indemnification of Directors and Officers
The Restated Articles of Incorporation, as amended, of the Corporation (the
"Articles") provide that, except as prohibited by law, every director and
officer of the Corporation shall be entitled as of right to be indemnified by
the Corporation against fees and expenses and any liability paid or incurred by
such person in connection with any actual or threatened claim, action, suit or
proceeding, civil, criminal, administrative, investigative or other, whether
brought by or in the right of the Corporation or otherwise, in which such person
may be involved as a party or otherwise (subject to certain limitations in the
case of actions by such person against the Corporation) by reason of such person
being or having been a director or officer of the Corporation or serving or
having served at the request of the Corporation as a director, officer,
fiduciary or other representative of another entity. The Articles also give to
indemnitees the right to have their expenses in defending such actions paid in
advance by the Corporation, subject to any obligation imposed by law or
otherwise to reimburse the Corporation in certain events. The Corporation has
entered into an indemnity agreement (the "Indemnity Agreement") with each
director and certain of its officers which provides a contractual right to
indemnification against such expenses and liabilities (subject to certain
limitations and exceptions) and a contractual right to advancement of expenses
and contains additional provisions regarding determination of entitlement,
defense of claims, rights of contribution and other matters.
The Pennsylvania Business Corporation Law permits a corporation to indemnify its
directors and officers, and to pay their expenses in advance, subject to certain
limitations and exceptions. The specific indemnity provisions, which are by
their terms not intended to be exclusive, are, in general, not as broad as the
provisions of the Articles and the Indemnity Agreement; however, one provision
would preclude indemnification in any case where the act or failure to act
giving rise to the claim for indemnification is determined by a court to have
constituted willful misconduct or recklessness, and another provision requires
that advances of expenses may be made by a corporation only upon receipt of an
undertaking to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the corporation.
2
<PAGE>
The Corporation has purchased liability insurance policies covering its
directors and officers to insure against the claims arising out of certain
alleged wrongful acts on the part of such directors and officers and against
claims arising out of certain alleged breaches of fiduciary duty under the
Employee Retirement Income Security Act of 1974 on the part of such directors
and officers.
Article Seventh of the Articles and Article Two of the Corporation's By-Laws, as
amended, both adopted by the shareholders of the Corporation at their annual
meeting on April 20, 1987, further provide that, to the fullest extent that the
laws of Pennsylvania, as in effect on January 27, 1987 or as thereafter amended,
permit elimination or limitation of the liability of directors, no director of
the Corporation shall be personally liable for monetary damages as such for any
action taken, or any failure to take any action, as a director. The
Pennsylvania Business Corporation Law provides that whenever the by-laws of a
corporation by a vote of the shareholders so provide, a director shall not be
personally liable for monetary damages as such for any action taken, or failure
to take any action, unless (i) the director has breached or failed to perform
the duties of his office under the standard of care and justifiable reliance
specified in such act and (ii) the breach or failure to perform constitutes
self-dealing, willful misconduct or recklessness. These provisions do not apply
to (i) responsibility or liability of a director pursuant to any criminal
statute or (ii) the liability of a director for payment of taxes.
Item 7. Exemption From Registration Claimed
Not Applicable.
3
<PAGE>
Item 8. Exhibits
The following exhibits are filed herewith as part of this Registration
Statement:
<TABLE>
<CAPTION>
Number Description
- ------ -----------
<C> <S>
4.1 Article Fifth of Mellon Bank
Corporation's Restated Articles of
Incorporation, as amended, relating to
the Common Stock, par value $0.50
5.1 Opinion of Carl Krasik, Esq. as to the
legality of the Common Stock being
registered
5.2 Internal Revenue Service determination
letter regarding qualification of Plan
under Section 401 of the Internal
Revenue.
5.3 Opinion of Reed Smith Shaw & McClay as
to compliance of amended provisions of
Plan with the requirements of ERISA
pertaining to such provisions.
15.1 Consent of KPMG Peat Marwick LLP
23.1 Consent of Carl Krasik, Esq. (included
in Exhibit 5.1)
23.2 Consent of Reed Smith Shaw & McClay
(included in Exhibit 5.2)
24.1 Powers of Attorney
</TABLE>
Item 9. Undertakings
(a) Rule 415 Offering
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;
4
<PAGE>
(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 (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or 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 the initial bona
fide offering thereof; and
(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) Filings Incorporating Subsequent Exchange Act Documents by Reference
The undersigned registrant hereby undertakes that for the purpose 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 that is incorporated by reference in the 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) Filing of Registration Statement on Form S-8
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.
5
<PAGE>
SIGNATURES
MELLON BANK CORPORATION
Pursuant to the requirements of the Securities Act of 1933, Mellon Bank
Corporation certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania on
the 25 day of November, 1996.
Mellon Bank Corporation
By: /s/ Steven G. Elliott
----------------------
Steven G. Elliott
Vice Chairman and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated on the 25 day of November, 1996.
By: /s/ Steven G. Elliott
----------------------
Steven G. Elliott
Principal Financial Officer and
Principal Accounting Officer
FRANK V. CAHOUET, Director and Principal Executive Officer; DWIGHT L. ALLISON,
JR., Director, BURTON C. BORGELT, Director; CAROL R. BROWN, Director; J. W.
CONNOLLY, Director; CHARLES A. CORRY, Director; C. FREDERICK FETTEROLF,
Director; IRA J. GUMBERG, Director; PEMBERTON HUTCHINSON, Director; ROTAN E.
LEE, Director; ANDREW W. MATHIESON, Director; EDWARD J. MCANIFF, Director;
ROBERT MEHRABIAN, Director; DAVID S. SHAPIRA, Director; W. KEITH SMITH,
Director; JOAB L. THOMAS, Director; WESLEY W. von SCHACK, Director; WILLIAM J.
YOUNG, Director.
By: /s/ Ann M. Sawchuck
----------------------
Ann M. Sawchuck
Attorney-in-fact
6
<PAGE>
SIGNATURES
MELLON BANK CORPORATION
401(k) RETIREMENT SAVINGS PLAN
Pursuant to the requirements of the Securities Act of 1933, the Plan has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Pittsburgh, Commonwealth
of Pennsylvania, on the 25 day of November, 1996.
Mellon Bank Corporation
401(k) Retirement Savings Plan
By: /s/ D. Michael Roark
------------------------
D. Michael Roark
Chairman of the Corporate Benefits
Committee
7
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Number Description
- ------ -----------
<C> <S>
4.1 Article Fifth of Mellon Bank
Corporation's Restated Articles of
Incorporation, as amended, relating to
the Common Stock, par value $0.50,
previously filed as Exhibit 3.1 to
Quarterly Report on Form 10-Q for
the quarter ended September 30, 1993,
and incorporated herein by reference.
5.1 Opinion of Carl Krasik, Esq. as to the
legality of the Common Stock being
registered
5.2 Internal Revenue Service determination
letter regarding qualification of Plan
under Section 401 of the Internal
Revenue.
5.3 Opinion of Reed Smith Shaw & McClay as
to compliance of amended provisions of
Plan with the requirements of ERISA
pertaining to such provisions.
15.1 Consent of KPMG Peat Marwick LLP
23.1 Consent of Carl Krasik, Esq. (included
in Exhibit 5.1)
23.2 Consent of Reed Smith Shaw & McClay
(included in Exhibit 5.2)
24.1 Powers of Attorney
</TABLE>
8
<PAGE>
Exhibit 5.1 and 23.1
November 25, 1996
Mellon Bank Corporation
500 Grant Street
Pittsburgh, PA 15258
Re: Mellon Bank Corporation
401(k) Retirement Savings Plan
Registration Statement on Form S-8
----------------------------------
Gentlemen:
I am Associate General Counsel of Mellon Bank Corporation, a Pennsylvania
Corporation (the "Corporation"), and, in that capacity, have acted as counsel
for the Corporation in connection with (i) the proposed issuance by the
Corporation from time to time of up to 400,000 additional shares of its Common
Stock, par value $.50 per share (the "Common Stock"), under the Mellon Bank
Corporation 401(k) Retirement Savings Plan (the "Plan"), (ii) the preparation of
the documents that constitute the Section 10(a) prospectus for the Plan within
the meaning of Rule 428(a)(1) of the Securities Act of 1933 and (iii) the
preparation of the Corporation's Registration Statement on Form S-8 with respect
to the Common Stock (the "Registration Statement"), to be filed with the
Securities and Exchange Commission and with which this opinion is to be filed as
an Exhibit. This opinion is being furnished pursuant to the requirements of
Form S-8 and Item 601 of Regulation S-K under the Securities Act of 1933, as
amended (the "Act").
In furnishing this opinion, I, or attorneys under my supervision, have examined
the Registration Statement, the prospectus for the Plan and such other
documents, legal opinions and precedents, corporate and other records of the
Corporation and its subsidiaries and certificates of public officials and
officers of the Corporation as I have deemed necessary or appropriate to provide
a basis for the opinions set forth below. In such examination, I have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to me as originals and the conformity to original documents of all documents
submitted to me as certified or photostatic copies.
Based on the foregoing, I am of the opinion that:
1. The Corporation has been duly incorporated and is validly existing as a
corporation under the laws of the Commonwealth of Pennsylvania;
<PAGE>
Mellon Bank Corporation
November 22, 1996
Page 2
2. The Registration Statement has been duly authorized by all necessary
corporate action of the Corporation; and
3. The shares of Common Stock when issued and delivered as contemplated by the
Plan and the Registration Statement, will be duly authorized, validly issued,
fully paid and non-assessable.
I hereby consent to the filing of this opinion as an Exhibit to the Registration
Statement. By giving such consent, I do not thereby admit that I am within the
category of persons whose consents are required under Section 7 of the Act.
Very truly yours,
/s/ Carl Krasik
<PAGE>
Exhibit 5.2
5-14-93
DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE
DISTRICT DIRECTOR
31 HOPKINS PLAZA
BALTIMORE, MD 21201-000
Employer Identification Number:
Date: 25-1233834
File Folder Number:
MELLON BANK CORPORATION 521001369
C/O RUSSELL J BOEHNER ESQ Person to Contact:
REED SMITH SHAW & MCCLAY SYLVAN J OPPENHEIMER
435 SIXTH AVENUE - MELLON SQUARE Contact Telephone Number:
PITTSBURGH, PA 15219-1886 (410) 962-3645
Plan Name:
MELLON BANK CORPORATION RETIREMENT
SAVINGS PLAN
Plan Number: 001
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend on
its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal or
local statutes.
This determination is subject to your adoption of the proposed amendments
submitted in your letter dated April 27, 1993. The proposed amendments should be
adopted on or before the date prescribed by the regulations under Code section
401(b).
This determination letter is applicable for the amendment(s) adopted on
September 30, 1992.
This letter is based upon the certification and demonstrations you submitted
pursuant to Revenue Procedure 91-66. Therefore, the certification and
demonstrations are considered an integral part of this letter. Accordingly, YOU
MUST KEEP A COPY OF THESE DOCUMENTS AS A PERMANENT RECORD OR YOU WILL NOT BE
ABLE TO RELY ON THE ISSUES DESCRIBED IN REVENUE PROCEDURE 91-66.
The information on the enclosed addendum is an integral part of this
determination. Please be sure to read and keep it with this letter.
We have sent a copy of this letter to your representative as indicated in
the power of attorney.
<PAGE>
-2-
MELLON BANK CORPORATION
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
/s/ H.J. Hightower
District Director
Enclosures:
Publication 794
PWBA 515
Addendum
<PAGE>
-3-
MELLON BANK CORPORATION
In form, this plan also satisfies the requirements of Code section 401(a)(31).
<PAGE>
Exhibit 5.3 & 23.2
[LETTERHEAD OF REED SMITH SHAW & MCCLAY APPEARS HERE]
November 25, 1996
Mellon Bank Corporation
500 Grant Street
Pittsburgh, PA 15258
Re: Mellon Bank Corporation 401(k) Retirement Savings
Plan, as amended and restated effective January 1,
1989 ("401(k) Plan")
Gentlemen:
We serve as counsel to the Mellon Bank Corporation ("Mellon") Corporate
Benefits Committee ("CBC") and Mellon Benefits Investment Committee ("BIC")
(collectively, the "Committees") in their capacities as the named fiduciaries
ultimately responsible for the administration of the captioned 401(k) Plan and
the investment of its related assets, respectively. We also serve as counsel to
Mellon, in its capacity as sponsor of the 401(k) Plan, to the extent Mellon
takes actions solely in its capacity as sponsor which are not subject to the
fiduciary responsibility rules of the Employee Retirement Income Security Act of
1974, as amended ("ERISA").
In our capacity as counsel to the Committees and Mellon, as applicable,
we were primarily responsible for: (i) drafting the captioned 401(k) Plan;
(ii) obtaining the favorable determination of the Internal Revenue Service
("Service"), received May 14, 1993, regarding the qualified status of the 401(k)
Plan, executed September 30, 1992, under section 401(a) of Internal Revenue Code
("Code") and the First (Qualification) Amendment to the 401(k) Plan executed
June 17, 1993; (iii) drafting the subsequent amendments Two, Three and Four; and
(iv) drafting the amended and restated 401(k) Plan document, currently in draft
form, to be effective as of January 1, 1996 (the "Restated Plan").
The Restated Plan incorporates all the amendments since the prior
restatement and implements Mellon's decision to amend the 401(k) Plan to
automate its administration through the use of mutual fund investment options,
daily valuation and telephonic transaction processing. None of the amendments
subsequent to the
<PAGE>
[LETTERHEAD OF REED SMITH SHAW & McCLAY APPEARS HERE]
Mellon Bank Corporation -2- November 25, 1996
First (Qualification) Amendment have been submitted to the Service for its
determination regarding the continued qualified status of the 401(k) Plan as so
amended under section 401(a) of the Code.
The 401(k) Plan is intended to constitute a "qualified profit sharing
plan" within the meaning of Treasury Regulation 1.401-1(b)(1)(ii), Code
section 401(a) and the regulations promulgated thereunder. The CBC intends to
request the Service to issue a favorable determination that the form of the
Restated Plan continues to constitute a qualified plan.
The Restated Plan document has been drafted to incorporate all material
requirements of Code section 401(a). Accordingly, we are of the opinion that
the Service will ultimately issue a favorable determination on the qualified
status of the 401(k) Plan as amended subsequent to the First (Qualification)
Amendment by the adoption of the Restated Plan.
We hereby consent to the filing of this opinion as an exhibit to the
registration statement to be filed under the Securities Act of 1933 (the "Act")
with respect to the 401(k) Plan. By giving such consent, we do not hereby admit
that we are within the category of persons whose consent are necessary under
Section 7 of the Act.
Very truly yours,
Reed Smith Shaw & McClay
/s/ Reed Smith Shaw & McClay
<PAGE>
Exhibit 15.1
[LETTERHEAD OF KPMG PEAT MARWICK APPEARS HERE]
The Board of Directors of
Mellon Bank Corporation:
We consent to the use of our report incorporated herein by reference.
/s/ KPMG Peat Marwick LLP
Pittsburgh, Pennsylvania
November 25, 1996
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
MELLON BANK CORPORATION
Know all men by these presents, that each person whose signature appears below
constitutes and appoints Carl Krasik and Ann M. Sawchuck, and each of them, such
person's true and lawful attorney-in-fact and agent, with full power of
substitution and revocation, for such person and in such person's name, place
and stead, in any and all capacities, to sign one or more Registration
Statements on Form S-8 or any other appropriate form or forms or to amend any
currently filed registration statement or statements, all pursuant to the
Securities Act of 1933, as amended, with respect to the registration of up to
four hundred thousand (400,000) additional shares of Mellon Bank Corporation's
Common Stock to be issued from time to time pursuant to the Corporation's 401(k)
Retirement Savings Plan and any and all amendments (including post-effective
amendments) thereto, and to file the same with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said 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 in connection with any of the above, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents and each of
them, or their or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
This power of attorney shall be effective as of November 19, 1996 and shall
continue in full force and effect until revoked by the undersigned in a writing
filed with the Secretary of the Corporation.
/s/ Frank V. Cahouet /s/ Andrew W. Mathieson
------------------------------ ---------------------------------
Frank V. Cahouet, Director and Andrew W. Mathieson, Director
Principal Executive Officer
/s/ Dwight L. Allison, Jr. /s/ Edward J. McAniff
------------------------------ ---------------------------------
Dwight L. Allison, Jr., Director Edward J. McAniff, Director
/s/ Burton C. Borgelt /s/ Robert Mehrabian
------------------------------ ---------------------------------
Burton C. Borgelt, Director Robert Mehrabian, Director
<PAGE>
/s/ Carol R. Brown
------------------------------ ---------------------------------
Carol R. Brown, Director Seward Prosser Mellon, Director
/s/ J.W. Connolly /s/ David S. Shapira
------------------------------ ---------------------------------
J.W. Connolly, Director David S. Shapira, Director
/s/ Charles A. Corry /s/ W. Keith Smith
------------------------------ ---------------------------------
Charles A. Corry, Director W. Keith Smith, Director
/s/ C. Frederick Fetterolf /s/ Joab L. Thomas
------------------------------ ---------------------------------
C. Frederick Fetterolf, Director Joab L. Thomas, Director
/s/ Ira J. Gumberg /s/ Wesley W. von Schack
------------------------------ ---------------------------------
Ira J. Gumberg, Director Wesley W. von Schack, Director
/s/ Pemberton Hutchinson /s/ William J. Young
------------------------------ ---------------------------------
Pemberton Hutchinson, Director William J. Young, Director
/s/ Rotan E. Lee
------------------------------
Rotan E. Lee, Director
-2-
