PAGE
<PAGE>
As filed with the Securities and Exchange Commission on May 16, 1996
File No. 33-
________________________________________________________________________
________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under
the Securities Act of 1933
EDISON INTERNATIONAL
(Exact name of registrant as specified in its charter)
CALIFORNIA 95-4137452
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2244 Walnut Grove Avenue (P.O. Box 999)
Rosemead, California 91770
(Address of Principal Executive Offices)
STOCK SAVINGS PLUS PLAN
FOR EMPLOYEES OF
SOUTHERN CALIFORNIA EDISON COMPANY
(Full title of the Plan)
Kenneth S. Stewart, Assistant General Counsel
2244 Walnut Grove Avenue (P.O. Box 800)
Rosemead, California 91770
(Name and address of agent for service)
(818) 302-6601
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
____________________________________________________________________________________________
____________________________________________________________________________________________
Proposed Proposed Amount
Amount maximum maximum of
Title of securities to be offering price aggregate registration
to be registered(1) registered per share offering price(2) fee
____________________________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock, no par value . . 5,000,000 shs. $16.25 $81,250,000 $28,015
____________________________________________________________________________________________
____________________________________________________________________________________________
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
(2) Estimated pursuant to Rules 457(c) and 457(h), solely for the purpose
of calculating the registration fee, on the basis of the average of
the high and low prices of Edison International Common Stock reported
in the consolidated reporting system as of May 13, 1996.
PAGE
<PAGE>
PART II
Reason for Registration Statement
This Registration Statement is filed to register 5,000,000 additional
shares of Edison International common stock to be issued and sold under
the Stock Savings Plus Plan ("Plan").
Item 3. Incorporation of Certain Documents by Reference
The following documents filed with the Securities and Exchange
Commission ("Commission") by Edison International or by the Plan are
incorporated by reference in this Registration Statement:
1. Annual Report of Edison International on Form 10-K for the year
ended December 31, 1995.
2. Annual Report of the Plan on Form 11-K for the year ended December
31, 1995.
3. Quarterly Report of Edison International on Form 10-Q for the
quarter ended March 31, 1996.
4. Current Reports on Form 8-K dated January 11 and 18, 1996.
5. The "Description of Registrant's Securities to be Registered" on
pages 4-5 of the Registration of Securities of Certain Successor
Issuers on Form 8-B filed by SCEcorp (predecessor company) on May
20, 1988.
All documents subsequently filed by Edison International or the Plan
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 subsequent to the date of this Registration Statement and
prior to the filing of a post-effective amendment to the Registration
Statement which indicates that all securities offered thereby have been
sold or which deregisters all such 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 such documents. Any
statement contained herein or in a document all or a portion of which is
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Capital Stock
Not Applicable.
Item 5. Interest of Named Experts and Counsel
Counsel for the registrant, Kenneth S. Stewart, is a salaried employee
of Southern California Edison Company, which is a subsidiary of Edison
International, and he shares in the benefits accruing to such employees.
As of December 31, 1995, Mr. Stewart had a direct or indirect interest in
12,982 shares of Edison International's Common Stock. These shares
include those credited and conditionally credited to his account as of
such date with the trustees of the Company's Employee Stock Ownership and
Stock Savings Plus Plans and with the agent for the Company's Dividend
Reinvestment and Stock Purchase Plan.
PAGE 1
<PAGE>
Item 6. Indemnification of Directors and Officers
Pursuant to the California Corporations Code, Article VI of Edison
International's Articles of Incorporation and Article VI of Edison
International's By-Laws, directors, officers, employees and agents of
Edison International may be indemnified by Edison International in certain
circumstances against liabilities they may incur while acting in such
capacities.
Edison International also maintains insurance for its directors and
officers in certain circumstances against liabilities under the Securities
Act of 1933, which they may incur while acting in such capacities. Edison
International pays the premiums for such insurance policies.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
See Exhibit Index.
The registrant undertakes that it has submitted or will submit the Plan
and any amendments thereto to the Internal Revenue Service ("IRS") in a
timely manner and has made or will make all changes required by the IRS
in order to qualify the Plan.
Item 9. Undertakings
(1) The undersigned registrant hereby undertakes:
(a) 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;
(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)(a)(i) and (1)(a)(ii) do not
apply if 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 15(d) of the Securities Act
of 1934 that are incorporated by reference in the registration
statement.
(b) 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 the time shall
be deemed to be the initial bona fide offering thereof.
PAGE 2
<PAGE>
(c) 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.
(2) 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 15(d) of
the Securities Exchange Act of 1934 and each filing of the undersigned
plan's annual report pursuant to 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.
(3) 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.
PAGE 3
<PAGE>
SIGNATURES
The Registrant
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Rosemead, State of California,
on the 16th day of May, 1996.
Edison International
By Kenneth S. Stewart
-----------------------------------
Kenneth S. Stewart
Assistant General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
Principal Executive Officer:
<S> <C> <C>
John E. Bryson* Chairman of the Board,
Chief Executive
Officer and Director May 16, 1996
Principal Financial Officer:
Alan J. Fohrer* Executive Vice President,
Treasurer and Chief
Financial Officer May 16, 1996
Controller or Principal Accounting Officer:
R. K. Bushey* Vice President
and Controller May 16, 1996
Majority of Board of Directors:
Howard P. Allen* Director May 16, 1996
Winston H. Chen* Director May 16, 1996
Stephen E. Frank* Director May 16, 1996
Camilla C. Frost* Director May 16, 1996
Joan C. Hanley* Director May 16, 1996
Carl F. Huntsinger* Director May 16, 1996
Charles D. Miller* Director May 16, 1996
Luis G. Nogales* Director May 16, 1996
Ronald L. Olson* Director May 16, 1996
J. J. Pinola* Director May 16, 1996
James M. Rosser* Director May 16, 1996
E. L. Shannon, Jr.* Director May 16, 1996
Robert H. Smith* Director May 16, 1996
Thomas C. Sutton* Director May 16, 1996
Daniel M. Tellep* Director May 16, 1996
James D. Watkins* Director May 16, 1996
Edward Zapanta* Director May 16, 1996
</TABLE>
*By Kenneth S. Stewart
----------------------------------------
(Kenneth S. Stewart, Attorney-in-Fact)
PAGE 4
<PAGE>
The Plan
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the Plan) have duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Rosemead, State of California,
on the 16th day of May, 1996.
STOCK SAVINGS PLUS PLAN FOR THE
EMPLOYEES OF SOUTHERN CALIFORNIA EDISON COMPANY
By Emiko Banfield
-----------------------------------
Emiko Banfield*
Chair of the Employee
Benefits Health Care Committee
*By Kenneth S. Stewart
---------------------------------------
(Kenneth S. Stewart, Attorney-in-Fact)
PAGE 5
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- -------- -----------
4.1 Restated Articles of Incorporation of
Edison International (File No. 1-9936 Form 10-Q
for the quarter ended March 31, 1996)* . . . . . . . . . . . . . . .
4.2 Bylaws of Edison International (File No. 1-9936
Form 10-K for the year ended December 31, 1995)* . . . . . . . . . .
5 Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . .
23.1 Consent of Counsel (see Opinion of Counsel). . . . . . . . . . . . .
23.2 Consent of Independent Public Accountants. . . . . . . . . . . . . .
24.1 Power of Attorney. . . . . . . . . . . . . . . . . . . . . . . . . .
24.2 Additional Power of Attorney . . . . . . . . . . . . . . . . . . . .
24.3 Certified copy of Resolution of Board of Directors . . . . . . . . .
_______________
* Incorporated by reference pursuant to Rule 411(c) under the Securities
Act of 1933.
PAGE
<PAGE>
EXHIBIT 5
May 15, 1996
Edison International
2244 Walnut Grove Avenue
Rosemead, California 91770
Ladies and Gentlemen:
This opinion is rendered in connection with the filing of a
Registration Statement on Form S-8 ("the Registration Statement") to
register 5,000,000 shares of common stock with the Securities and Exchange
Commission related to the Southern California Edison Company Stock Savings
Plus Plan (the "Plan"). Under the Registration Statement, interests in
the Plan ("Beneficial Interests") and shares of Edison International
Common Stock, no par value (the "Plan Shares"), are offered and sold to
employees of Edison International and its affiliates.
I am generally familiar with the organization, history and affairs
of Edison International. I am also familiar with the proceedings taken
and proposed to be taken by Edison International in connection with the
proposed offering and sale, and I have examined a form of the Registration
Statement. As Assistant General Counsel, I have general responsibility
for supervising lawyers who may have been asked to review legal matters
arising in connection with the offering and sale of the Beneficial
Interests. Accordingly, some of the matters referred to herein have not
been handled personally by me, but I have been made familiar with the
facts and circumstances and the applicable law. The opinions expressed
herein are my own or are opinions of others with which I concur.
Based upon the foregoing and subject to completion of such
proceedings as are now contemplated prior to the offering and sale of the
Beneficial Interests and Plan Shares, it is my opinion that, when sold as
provided in the Registration Statement, the Beneficial Interests will be
legally issued and the Plan Shares will be duly authorized, legally
issued, fully paid and nonassessable shares of Common Stock of Edison
International. This opinion does not relate to state Blue Sky or
securities laws.
PAGE
<PAGE>
Edison International
May 15, 1996
Page Two
I hereby consent to the references made to me, and to the use of my
name, in the Registration Statement. By giving such consent, I do not
thereby admit that I am an expert with respect to any part of the
Registration Statement, including this exhibit to the Registration
Statement, within the meaning of Section 7 of the Securities Act of 1933
or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
Kenneth S. Stewart
Kenneth S. Stewart
KSS/MDM:ad
PAGE
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our reports
dated February 2, 1996 and March 27, 1996, included (or incorporated by
reference) in Edison International's Annual Report on Form 10-K for the
year ended December 31, 1995, and the Stock Savings Plus Plan for
Employees of Southern California Edison Company Form 11-K for the year
ended December 31, 1995, respectively, and to all references to our Firm
included in this Registration Statement.
ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Los Angeles, California
May 16, 1996
PAGE
<PAGE>
EXHIBIT 24.1
EDISON INTERNATIONAL
POWER OF ATTORNEY
The undersigned, Edison International, a California corporation, and
certain of its officers and/or directors, do each hereby constitute and
appoint BRYANT C. DANNER, ALAN J. FOHRER, BEVERLY P. RYDER, KENNETH S.
STEWART, PATRICIA N. GLAZIER, DOROTHY J. FULCO, JOSEPH G. LLORENS, THOMAS
J. DENNIS, CHARLES COOKE AND SHENA TAIT or any one of them, to act
severally as attorney-in-fact, in executing and filing with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, a
registration statement or registration statements and all amendments
and/or supplements thereto and in executing and filing listing
applications with the New York Stock Exchange, Inc., the Pacific Stock
Exchange, Inc. and the International Stock Exchange of the United Kingdom
and the Republic of Ireland, commonly referred to as the London Stock
Exchange, for the purposes of registering and listing and/or continuing
the registration and listing of shares of Common Stock of Edison
International to be offered and sold through the Stock Savings Plus Plan
("SSPP") and the Dividend Reinvestment and Stock Purchase Plan ("DRP"),
granting unto said attorneys-in-fact, and each of them, full power and
authority to do and perform all and every act and thing whatsoever
requisite and necessary to be done in and about the premises as fully to
all intents and purposes as the undersigned or any of them might or could
do if personally present, hereby ratifying and approving the acts of each
of said attorneys-in-fact.
PAGE
<PAGE>
Power of Attorney
Executed at Rosemead, California, as of the 15th day of February,
1996.
EDISON INTERNATIONAL
By JOHN E. BRYSON
-----------------------------------------
JOHN E. BRYSON
Chairman of the Board and
Chief Executive Officer
(Seal)
Attest:
Beverly P. Ryder
- -----------------------------
Secretary
PAGE 2
<PAGE>
Power of Attorney
Principal Executive Officer:
John E. Bryson
____________________________ Chairman of the Board, Chief Executive
John E. Bryson Officer and Director
Principal Financial Officer:
Alan J. Fohrer
____________________________ Executive Vice President, Treasurer and
Alan J. Fohrer Chief Financial Officer
Controller and Principal Accounting Officer:
R. K. Bushey
____________________________ Vice President and Controller
R. K. Bushey
Directors:
Howard P. Allen
____________________________ Director
Howard P. Allen
Winston H. Chen
____________________________ Director
Winston H. Chen
Stephen E. Frank
____________________________ President and Director
Stephen E. Frank
Camilla C. Frost
____________________________ Director
Camilla C. Frost
Joan C. Hanley
____________________________ Director
Joan C. Hanley
Carl F. Huntsinger
____________________________ Director
Carl F. Huntsinger
PAGE 3
<PAGE>
Power of Attorney
Charles D. Miller
___________________________ Director
Charles D. Miller
Luis G. Nogales
___________________________ Director
Luis G. Nogales
Ronald L. Olson
___________________________ Director
Ronald L. Olson
J. J. Pinola
___________________________ Director
J. J. Pinola
James M. Rosser
___________________________ Director
James M. Rosser
E. L. Shannon, Jr.
___________________________ Director
E. L. Shannon, Jr.
Robert H. Smith
___________________________ Director
Robert H. Smith
Thomas C. Sutton
___________________________ Director
Thomas C. Sutton
Daniel M. Tellep
___________________________ Director
Daniel M. Tellep
James D. Watkins
___________________________ Director
James D. Watkins
Edward Zapanta
___________________________ Director
Edward Zapanta
PAGE
<PAGE>
Exhibit 24.2
EMPLOYEE BENEFITS/HEALTH CARE COMMITTEE
OF
SOUTHERN CALIFORNIA EDISON COMPANY
POWER OF ATTORNEY
The undersigned members of the Employee Benefits/Health Care
Committee appointed to administer the Stock Savings Plus Plan ("Plan") for
Employees of Southern California Edison Company, a California corporation,
do hereby constitute and appoint BRYANT C. DANNER, ALAN J. FOHRER, BEVERLY
P. RYDER, KENNETH S. STEWART, PATRICIA N. GLAZIER, DOROTHY J. FULCO,
JOSEPH G. LLORENS, THOMAS J. DENNIS, AND CHARLES COOKE, and each or any
one of them, to act severally as attorney-in-fact, for the purpose of
executing and filing with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, registration statements and all
amendments and/or supplements thereto, for the purpose of registering
and/or continuing the registration of beneficial interests and shares of
Common Stock to be sold under the Plan and under a trust created by a
Trust Agreement by and between this corporation and First Interstate Bank
of California, Trustee, for the purpose of maintaining the Plan for the
benefit of employees of this corporation and its affiliates, granting unto
said attorneys-in-fact, and each of them, full power and authority to do
and perform all and every act and thing whatsoever requisite and necessary
to be done in and about the premises as fully to all intents and purposes
as the undersigned might or could do if personally present, hereby
ratifying and approving the acts of each of said attorneys-in-fact.
PAGE
<PAGE>
Power of Attorney
Page 2
Executed at Rosemead, California, as of this 15th day of February,
1996.
EMIKO BANFIELD
- -------------------------------------
EMIKO BANFIELD
B. C. DANNER
- -------------------------------------
B. C. DANNER
L. D. HAMLIN
- -------------------------------------
L. D. HAMLIN
THOMAS HIGGINS
- -------------------------------------
THOMAS HIGGINS
RICHARD M. ROSENBLUM
- -------------------------------------
RICHARD M. ROSENBLUM
PAGE
<PAGE>
EXHIBIT 24.3
I, Dorothy J. Fulco, Assistant Secretary of Edison International,
certify that the attached is an accurate and complete copy of a resolution
of the Board of Directors of the corporation, duly adopted at a meeting
of its Board of Directors held on February 15, 1996.
Dated: May 16, 1996
Dorothy J. Fulco
----------------------------------------
Assistant Secretary
Edison International
PAGE
<PAGE>
RESOLUTION OF THE BOARD OF DIRECTORS OF
EDISON INTERNATIONAL
Adopted: February 15, 1996
RE: AUTHORIZATION OF ADDITIONAL PLAN SHARES
WHEREAS, it is desirable to provide for the offering, issuance and
sale of shares of common stock of this corporation through the Stock
Savings Plus Plan ("SSPP") which is maintained for the benefit of
employees of this corporation and its subsidiaries;
WHEREAS, it also is desirable to provide for the offering, issuance
and sale of shares of common stock of this corporation through the
Dividend Reinvestment and Stock Purchase Plan ("DRP") which is maintained
for the benefit of shareholders of this corporation;
WHEREAS, it is necessary under the rules and regulations of the
Securities and Exchange Commission ("SEC") to register such shares under
the Securities Act of 1933, as amended ("Securities Act");
WHEREAS, it is desirable to list shares to be newly issued on the New
York Stock Exchange, Inc., the Pacific Stock Exchange, Inc., and the
International Stock Exchange of the United Kingdom and the Republic of
Ireland, commonly referred to as the London Stock Exchange (such exchanges
being hereinafter collectively referred to as the "Exchanges");
NOW, THEREFORE, BE IT RESOLVED, that this Board of Directors hereby
authorizes the offering, issuance and sale of an aggregate amount of up
to 5,000,000 shares of common stock ("New SSPP Shares") of this
corporation pursuant to the terms of the SSPP, the New SSPP Shares to be
either: (i) originally issued and sold to the agent or trustee for the
SSPP at such times as the Chief Financial Officer, the Treasurer or any
Assistant Treasurer, acting alone, may determine to be advisable in view
of the capital requirements of this corporation and its subsidiaries and
at prices determined in accordance with formulas contained in the SSPP,
as the SSPP may be amended from time to time; provided that such formulas
shall be based upon market prices at specified times or over specified
periods so as to approximate the effect of selling shares on the open
market; or (ii) purchased on the open market by the agents or trustee for
the SSPP whenever New SSPP Shares are not issued and made available by
this corporation for purchase.
BE IT FURTHER RESOLVED, that this Board of Directors hereby authorizes
the offering, issuance and sale of an aggregate amount of up to 10,000,000
shares of common stock ("New DRP Shares") of this corporation pursuant to
the terms of the DRP, the New DRP Shares to be either: (i) originally
issued and sold to the DRP on behalf of participants in the DRP at such
times as the Chief Financial Officer, the Treasurer or any Assistant
Treasurer, acting alone, may determine to be advisable in view of the
capital requirements of this corporation and its subsidiaries and at
prices determined in accordance with formulas contained in the DRP, as the
DRP may be amended from time to time; provided that such formulas shall
be based upon market prices at specified times or over specified periods
so as to approximate the effect of selling shares on the open market; or
PAGE
<PAGE>
(ii) purchased on the open market by the agents for the DRP whenever New
DRP Shares are not issued and made available by this corporation for
purchase.
BE IT FURTHER RESOLVED, that each of the officers of this corporation
is authorized to prepare and file or cause to be prepared and filed a
Registration Statement on Form S-8 or other appropriate form, together
with all documents required as exhibits thereto and any and all amendments
and/or supplements deemed necessary or appropriate by such officer or
officers for the registration and continued registration with the SEC
under the Securities Act of the offering and sale of not to exceed an
additional 5,000,000 shares of the common stock of this corporation and
related beneficial interests pursuant to the terms and conditions of the
SSPP.
BE IT FURTHER RESOLVED, that each of the officers of this corporation
is authorized to prepare and file or cause to be prepared and filed a
Registration Statement on Form S-3 or other appropriate form, together
with all documents required as exhibits thereto and any and all amendments
and/or supplements deemed necessary or appropriate by such officer or
officers for the registration and continued registration with the SEC
under the Securities Act of the offering and sale of not to exceed an
additional 10,000,000 shares of common stock of this corporation pursuant
to the terms and conditions of the DRP.
BE IT FURTHER RESOLVED, that for the purpose of listing New SSPP
Shares or New DRP Shares that will be newly issued with each of the
Exchanges, each of the officers of this corporation is authorized to
execute and file or cause to be executed and filed with the Exchanges, in
the name and on behalf of this corporation, listing applications
(including any amendments or supplements thereto), and such other filings,
instruments and documents as such officer acting or counsel of this
corporation shall deem necessary or convenient to effect or maintain, or
otherwise in connection with, those listings and to make such appearances
before such commissions or governmental agencies as such officer shall
deem appropriate.
BE IT FURTHER RESOLVED, that each of the officers of this corporation
is authorized to execute and deliver on behalf of this corporation and in
its name a power of attorney or powers of attorney appointing Bryant C.
Danner, Alan J. Fohrer, Beverly P. Ryder, Kenneth S. Stewart, Patricia N.
Glazier, Dorothy J. Fulco, Joseph G. Llorens, Thomas J. Dennis and Charles
Cooke, and Shena Tait (or her successor or designee) of Cazenove & Co.,
London, or any one of them, to act severally as attorney-in-fact for this
corporation for the purpose of executing, signing, filing or causing to
be filed with the SEC on behalf of this corporation the registration
statements and/or post-effective amendments for the New SSPP Shares and
New DRP Shares, and any and all amendments and supplements to any of the
foregoing, together with any other documents related thereto, and for the
purpose of executing, signing, filing or causing to be filed with the
Exchanges on behalf of this corporation listing applications, and/or
amendments or supplements thereto for the New SSPP Shares and New DRP
Shares and any and all filings, instruments and documents related thereto,
and to make such appearances before such Exchanges, commissions or
governmental agencies as such attorney-in-fact shall deem appropriate in
connection with the foregoing.
BE IT FURTHER RESOLVED, that each of the officers of this corporation
is hereby authorized and directed, in the name and on behalf of this
corporation or otherwise, to execute and file, or cause to be filed, such
consents to service of process, powers of attorney, applications and other
documents with authorities of such states or other jurisdictions and to
<PAGE 2>
do such other acts and things as the said officer or officers may deem to
be necessary or appropriate to comply with the securities, Blue Sky or
similar laws of such states or jurisdictions; provided, however, that this
corporation shall not thereby qualify as a foreign corporation in such
states or jurisdictions.
BE IT FURTHER RESOLVED, that the officers of this corporation be and
each of them hereby is fully authorized to take all such other action,
including without limitation the payment of any fees, taxes or other
expenses, and to cause to be prepared and to execute and deliver all such
other documents as in the judgment of the officer or officers acting, or
of counsel for this corporation, may be necessary or appropriate to carry
out the intent of the foregoing provisions of this resolution.
