-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, QHjFwiQOf/osi5j4Kd1sOtKSd4NgOFQeqMMTz7BI2YvuJUNUVyqpz0d648PDkiI7 Va9SgvBdY6BGIdv+zhxvyA== 0000037996-94-000019.txt : 19940727 0000037996-94-000019.hdr.sgml : 19940727 ACCESSION NUMBER: 0000037996-94-000019 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19940726 EFFECTIVENESS DATE: 19940814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FORD MOTOR CO CENTRAL INDEX KEY: 0000037996 STANDARD INDUSTRIAL CLASSIFICATION: 3711 IRS NUMBER: 380549190 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-54735 FILM NUMBER: 94540013 BUSINESS ADDRESS: STREET 1: THE AMERICAN RD CITY: DEARBORN STATE: MI ZIP: 48121 BUSINESS PHONE: 3133223000 S-8 1 FORD MOTOR SSIP S-8 H:\tshanley\s-8\ssip.1 Registration No. 33- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------------------- FORD MOTOR COMPANY (Exact name of registrant as specified in its charter) Delaware 38-0549190 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) The American Road Dearborn, Michigan 48121-1899 (Address of principal executive offices) (Zip Code) ----------------------------------------- FORD MOTOR COMPANY SAVINGS AND STOCK INVESTMENT PLAN FOR SALARIED EMPLOYEES (Full title of the Plan) --------------------------------------- J. M. Rintamaki, Esq. Ford Motor Company P. O. Box 1899 The American Road Dearborn, Michigan 48121-1899 (313) 323-2260 (Name, address and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE ===============================
Proposed Proposed maximum maximum aggregate Title of securities Amount to be offering price offering Amount of to be registered registered* per share** price** registration fee - -------------------- ------------ -------------- ---------- ----------------- Common Stock, $1.00 14,000,000 par value shares $31.125 $435,750,000 150,258.62 ==================================================================================
*The number of shares being registered represents the maximum number of additional shares not registered heretofore that may be acquired by the Trustee under the Plan during 1994 and during subsequent years until a new Registration Statement becomes effective. **Based on the market price of Common Stock of the Company on July 22, 1994 in accordance with Rule 457(c) under the Securities Act of 1933. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Plan described herein. FORD MOTOR COMPANY SAVINGS AND STOCK INVESTMENT PLAN FOR SALARIED EMPLOYEES ______________________ INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENTS The contents of Registration Statements Nos. 33-54275, 33-50194, 33-36061, 33-14951 and 2-95020 are incorporated herein by reference. ____________________ INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits. Exhibit 4.A - Ford Motor Company Savings and Stock Investment Plan for Salaried Employees. Filed as Exhibit 4(A) to Registration Statement No. 33-14951 and incorporated herein by reference. Exhibit 4.B - Copy of Trust Agreement dated January 13, 1956 between Ford Motor Company and Comerica Bank (formerly Manufacturers National Bank of Detroit), as Trustee. Filed as Exhibit 5-C to Registration Statement No. 2-12160 and incorporated herein by reference. Exhibit 4.C - Copy of Amendment dated January 1, 1970 to Trust Agreement dated January 13, 1956 between Ford Motor Company and Comerica Bank (formerly Manufacturers National Bank of Detroit), as Trustee. Filed as Exhibit 3 to Registration Statement No. 2-37159 and incorporated herein by reference. Exhibit 4.D - Copy of Amendment dated July 1, 1973 to Trust Agreement dated January 13, 1956, as amended January 1, 1970, between Ford Motor Company and Comerica Bank (formerly Manufacturers National Bank of Detroit), as Trustee. Filed as Exhibit Y to the Annual Report of the Company on Form 10-K for 1973 and incorporated herein by reference. Exhibit 4.E - Copy of Amendment dated as of January 1, 1977 to Trust Agreement dated January 13, 1956 between Ford Motor Company and Comerica Bank (formerly Manufacturers National Bank of Detroit), as Trustee. Filed as Exhibit 2(C) to Registration Statement No. 2-58732 and incorporated herein by reference. Exhibit 4.F - Copy of Amendment effective as of January 1, 1993 to Trust Agreement dated January 13, 1956 between Ford Motor Company and Comerica Bank, as Trustee. Filed as Exhibit 4.F to Registration Statement No. 33-54275 and incorporated herein by reference. Exhibit 4.G - Copy of Group Annuity Contract effective January 1, 1992 between The Prudential Insurance Company of America and Comerica Bank (formerly Manufacturers National Bank of Detroit), as Trustee. Filed as Exhibit 4(K) to Registration Statement No. 33-50194 and incorporated herein by reference. Exhibit 4.H - Copy of Letter Agreement effective February 1, 1993 between Lehman Government Securities, Inc. and Comerica Bank, as Trustee. Filed as Exhibit 4.J to Registration Statement No. 33-54275 and incorporated herein by reference. Exhibit 4.I - Copy of Group Annuity Contract effective January 1, 1994 between The Prudential Insurance Company of America and Comerica Bank, as Trustee. Filed as Exhibit 4.K to Registration Statement No. 33-54275 and incorporated herein by reference. Exhibit 5.A - Opinion of Thomas J. DeZure, an Assistant Secretary and Associate Counsel of Ford Motor Company, with respect to the legality of the securities being registered hereunder. Filed with this Registration Statement. Exhibit 5.B - Copy of Internal Revenue Service determination letter that the Plan is qualified under Section 401 of the Internal Revenue Code. Filed as Exhibit 5(B) to Registration Statement No. 33- 14951 and incorporated herein by reference. Exhibit 15 - Letter from Independent Certified Public Accountants regarding unaudited interim financial information. Filed with this Registration Statement. Exhibit 23 - Consent of Independent Certified Public Accountants. Filed with this Registration Statement. Exhibit 24.A - Powers of Attorney authorizing signature. Filed with this Registration Statement. Exhibit 24.B - Certified resolutions of Board of Directors authorizing signature pursuant to a power of attorney. Filed with this Registration Statement. SIGNATURES The Plan. Pursuant to the requirements of the Securities Act of 1933, the Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dearborn, State of Michigan, on this 26th day of July, 1994. FORD MOTOR COMPANY SAVINGS AND STOCK INVESTMENT PLAN FOR SALARIED EMPLOYEES By:/s/P. T. Zachary -------------------------------- P. T. Zachary, Chairman Savings and Stock Investment Plan Committee The Registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dearborn, State of Michigan, on this 26th day of July, 1994. FORD MOTOR COMPANY By: Alex Trotman* ---------------------------------- (Alex Trotman) Chairman of the Board of Directors Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature Title Date Director and Chairman of the Board of Directors, President and Chief Executive Officer Alex Trotman* (principal executive officer) - ---------------------------- (Alex Trotman) Colby H. Chandler* Director - ---------------------------- (Colby H. Chandler) Michael D. Dingman* Director July 26, 1994 - ---------------------------- (Michael D. Dingman) Director and Vice President, Ford Motor Company, and Director and President and Chief Operating Officer, Edsel B. Ford II* Ford Motor Credit Company - ---------------------------- (Edsel B. Ford II) Director and Chairman William Clay Ford* of the Finance Committee - ---------------------------- (William Clay Ford) Signature Title Date Director and Vice President - Commercial Truck William Clay Ford, Jr.* Vehicle Center - ---------------------------- (William Clay Ford, Jr.) Director and Allan D. Gilmour* Vice Chairman - ---------------------------- (Allan D. Gilmour) Roberto C. Goizueta* Director - ---------------------------- (Roberto C. Goizueta) Irvine O. Hockaday, Jr.* Director - ---------------------------- (Irvine O. Hockaday, Jr.) Drew Lewis* Director - ---------------------------- (Drew Lewis) Ellen R. Marram* Director July 26, 1994 - ---------------------------- (Ellen R. Marram) Kenneth H. Olsen* Director - ---------------------------- (Kenneth H. Olsen) Carl E. Reichardt* Director - ---------------------------- (Carl E. Reichardt) Director and Vice Chairman Louis R. Ross* and Chief Technical Officer - ---------------------------- (Louis R. Ross) Director and Executive Vice President and Chief Financial Officer Stanley A. Seneker* (principal financial officer) - ---------------------------- (Stanley A. Seneker) Signature Title Date Clifton R. Wharton, Jr.* Director - ---------------------------- (Clifton R. Wharton, Jr.) Vice President--Controller Murray L. Reichenstein* (principal accounting officer) July 26, 1994 - --------------------------- (Murray L. Reichenstein) *By: /s/K. S. Lamping -------------------- (K. S. Lamping, Attorney-in-Fact)
EXHIBIT INDEX Sequential Page at Which Found (or Incorporated by Reference) Exhibit 4.A Ford Motor Company Savings and Stock Investment Plan for Salaried Employees. Filed as Exhibit 4(A) to Registration Statement No. 33-14951 and incorporated herein by reference. Exhibit 4.B Copy of Trust Agreement dated January 13, 1956 between Ford Motor Company and Comerica Bank (formerly Manufacturers National Bank of Detroit), as Trustee. Filed as Exhibit 5-C to Registration Statement No. 2-12160 and incorporated herein by reference. Exhibit 4.C Copy of Amendment dated January 1, 1970 to Trust Agreement dated January 13, 1956 between Ford Motor Company and Comerica Bank (formerly Manufacturers National Bank of Detroit), as Trustee. Filed as Exhibit 3 to Registration Statement No. 2-37159 and incorporated herein by reference. Exhibit 4.D Copy of Amendment dated July 1, 1973 to Trust Agreement dated January 13, 1956, as amended January 1, 1970, between Ford Motor Company and Comerica Bank (formerly Manufacturers National Bank of Detroit), as Trustee. Filed as Exhibit Y to the Annual Report of the Company on Form 10- K for 1973 and incorporated herein by reference. Exhibit 4.E Copy of Amendment dated as of January 1, 1977 to Trust Agreement dated January 13, 1956 between Ford Motor Company and Comerica Bank (formerly Manufacturers National Bank of Detroit), as Trustee. Filed as Exhibit 2(C) to Registration Statement No. 2-58732 and incorporated herein by reference. Exhibit 4.F Copy of Amendment effective as of January 1, 1993 to Trust Agreement dated January 13, 1956 between Ford Motor Company and Comerica Bank, as Trustee. Filed as Exhibit 4.F to Registration Statement No. 33-54275 and incorporated herein by reference. Exhibit 4.G Copy of Group Annuity Contract effective January 1, 1992 between The Prudential Insurance Company of America and Comerica Bank (formerly Manufacturers National Bank of Detroit), as Trustee. Filed as Exhibit 4(K) to Registration Statement No. 33-50194 and incorporated herein by reference. Exhibit 4.H Copy of Letter Agreement effective February 1, 1993 between Lehman Government Securities, Inc. and Comerica Bank, as Trustee. Filed as Exhibit 4.J to Registration Statement No. 33-54275 and incorporated herein by reference. Exhibit 4.I Copy of Group Annuity Contract effective January 1, 1994 between The Prudential Insurance Company of America and Comerica Bank, as Trustee. Filed as Exhibit 4.K to Registration Statement No. 33- 54275 and incorporated herein by reference. Exhibit 5.A Opinion of Thomas J. DeZure, an Assistant Secretary and Associate Counsel of Ford Motor Company, with respect to the legality of the securities being registered hereunder. Filed with this Registration Statement. Exhibit 5.B Copy of Internal Revenue Service determination letter that the Plan is qualified under Section 401 of the Internal Revenue Code. Filed as Exhibit 5(B) to Registration Statement No. 33- 14951 and incorporated herein by reference. Exhibit 15 Letter from Independent Certified Public Accountants regarding unaudited interim financial information. Filed with this Registration Statement. Exhibit 23 Consent of Independent Certified Public Accountants. Filed with this Registration Statement. Exhibit 24.A Powers of Attorney authorizing signature. Filed with this Registration Statement. Exhibit 24.B Certified resolutions of Board of Directors authorizing signature pursuant to a power of attorney. Filed with this Registration Statement.
EX-5.A 2 Exhibit 5.A July 26, 1994 Ford Motor Company The American Road Dearborn, Michigan 48121 Ladies and Gentlemen: This will refer to the Registration Statement on Form S-8 (the "Registration Statement") that is being filed by Ford Motor Company (the "Company") with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Securities Act"), with respect to 14,000,000 shares of Common Stock, par value $1 per share, of the Company ("Common Stock"), relating to the Company's Savings and Stock Investment Plan for Salaried Employees (the "Plan"). As an Assistant Secretary and Associate Counsel of the Company, I am familiar with the Certificate of Incorporation and the By-Laws of the Company and with its affairs, including the action taken by the Company in connection with the Plan. I also have examined such other documents and instruments and have made such further investigation as I have deemed necessary or appropriate in connection with this opinion. Based upon the foregoing, it is my opinion that: (1) The Company is duly incorporated and validly existing as a corporation under the laws of the State of Delaware. (2) All necessary corporate proceedings have been taken to authorize the issuance of the shares of Common Stock being registered under the Registration Statement, and all such shares of Common Stock acquired by the Trustee under the Plan in accordance with the Plan will be legally issued, fully paid and non-assessable when the Registration Statement shall have become effective and the Company shall have received therefor the consideration provided in the Plan (but not less than the par value thereof). I hereby consent to the use of this opinion as Exhibit 5.A to the Registration Statement. In giving this consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission issued thereunder. Very truly yours, /s/Thomas J. DeZure Thomas J. DeZure Assistant Secretary and Associate Counsel J:\a\TESP.opn EX-15 3 Exhibit 15 Coopers & Lybrand Ford Motor Company The American Road Dearborn, Michigan Re: Ford Motor Company Registration Statement on Form S-8 We are aware that our report dated April 27, 1994 accompanying the unaudited interim financial information of Ford Motor Company and Subsidiaries for the periods ended March 31, 1994 and 1993 and included in the Ford Motor Company Quarterly Report on Form 10-Q for the quarter ended March 31, 1994 is incorporated by reference in this Registration Statement. Pursuant to Rule 436(c) under the Securities Act of 1933, this report should not be considered a part of the registration statement prepared or certified by us within the meaning of Sections 7 and 11 of the Act. COOPERS & LYBRAND 400 Renaissance Center Detroit, Michigan 48243 July 25, 1994 a:\ex15.wp EX-23 4 Exhibit 23 Coopers & Lybrand Ford Motor Company The American Road Dearborn, Michigan CONSENT OF COOPERS & LYBRAND Re: Ford Motor Company Registration Statements No. 33-54275, 33-50194, 33-36061, 33-14951 and 2-95020 on Form S-8 We consent to the incorporation by reference in the above Registration Statements of our reports dated February 1, 1994 on our audits of the consolidated financial statements and financial statement schedules of Ford Motor Company at December 31, 1993 and 1992, and for the years ended December 31, 1993, 1992 and 1991, which reports are included in, or incorporated by reference in, Ford's 1993 Annual Report on Form 10-K. COOPERS & LYBRAND 400 Renaissance Center Detroit, Michigan 48243 July 25, 1994 a:\ex23.ss EX-24.A 5 Exhibit 24.A POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENTS COVERING COMMON STOCK OF FORD MOTOR COMPANY FOR ISSUANCE UNDER EMPLOYEE STOCK PLANS Each of the undersigned, an officer and/or director of FORD MOTOR COMPANY (the "Company"), does hereby constitute and appoint S. A. Seneker, J. A. Hall, D. N. McCammon, M. L. Reichenstein, J. W. Martin, Jr., J. M. Rintamaki, L. J. Ghilardi, K. S. Lamping and P. J. Sherry, Jr., and each of them, severally, his or her true and lawful attorney and agent at any time and from time to time to do any and all acts and things and execute, in his or her name (whether on behalf of the Company, or as an officer or director of the Company, or by attesting the seal of the Company, or otherwise), any and all instruments which said attorney and agent may deem necessary or advisable in order to enable the Company and its subsidiaries to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission (the "Commission") in respect thereof, in connection with a Registration Statement or Registration Statements and any and all amendments (including post-effective amendments) thereto relating to the issuance of Common Stock under the Ford Motor Company Savings and Stock Investment Plan for Salaried Employees, the Ford Motor Company Tax-Efficient Savings Plan for Hourly Employees, the Ford Credit Savings Plan, the Associates First Capital Corporation Retirement Savings and Profit Sharing Plan, the Ford Motor Company 1985 Stock Option Plan, the Ford Motor Company 1990 Long-Term Incentive Plan and the Ford Motor Company Supplemental Compensation Plan, as authorized by the Board of Directors of the Company at a meeting held on July 14, 1994, including specifically but without limitation thereto, power and authority to sign his or her name (whether on behalf of the Company, or as an officer or director of the Company, or by attesting the seal of the Company, or otherwise) to such a Registration Statement or Registration Statements and to such amendments to be filed with the Commission, or any of the exhibits, financial statements and schedules, or the Prospectuses, filed therewith, and to file the same with the Commission; and each of the undersigned does hereby ratify and confirm all that said attorneys and agents, and each of them, shall do or cause to be done by virtue hereof. Any one of said attorneys and agents shall have, and may exercise, all the powers hereby conferred. IN WITNESS WHEREOF, each of the undersigned has signed his or her name hereto as of July 14, 1994. Colby H. Chandler Michael D. Dingman ------------------------ ------------------------- (Colby H. Chandler) (Michael D. Dingman) Edsel B. Ford II William C. Ford ------------------------ ------------------------- (Edsel B. Ford II) (William C. Ford) William C. Ford, Jr. Allan D. Gilmour ------------------------- -------------------------- (William C. Ford, Jr.) (Allan D. Gilmour) Roberto C. Goizueta Irvine O. Hockaday, Jr. ------------------------- ---------------------------- (Roberto C. Goizueta) (Irvine O. Hockaday, Jr.) Drew Lewis Ellen R. Marram ------------------------- ---------------------------- (Drew Lewis) (Ellen R. Marram) Kenneth H. Olsen Carl E. Reichardt ------------------------- ----------------------------- (Kenneth H. Olsen) (Carl E. Reichardt) Louis R. Ross Stanley A. Seneker ------------------------- ----------------------------- (Louis R. Ross) (Stanley A. Seneker) Alex Trotman Clifton R. Wharton, Jr. ------------------------- ----------------------------- (Alex Trotman) (Clifton R. Wharton, Jr.) Murray L. Reichenstein --------------------------- (Murray L. Reichenstein) h:\kl\sigpg3 EX-24.B 6 Exhibit 24.B FORD MOTOR COMPANY CERTIFICATE I, T. J. DeZure, an Assistant Secretary of FORD MOTOR COMPANY, a Delaware corporation (the "Company"), hereby certify, to the best of my knowledge and belief, that attached hereto are true and correct copies of resolutions adopted by the Board of Directors of the Company at a meeting duly called and held on July 14, 1994, and the same are in full force and effect on the date hereof. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Company on this 26th day of July, 1994. /s/T. J. DeZure T. J. DeZure Assistant Secretary (Corporate Seal) Attachment certs\cert.20 FORD MOTOR COMPANY Resolutions Adopted by the Board of Directors of the Company at a Meeting Held on July 14, 1994 --------------------------------------------------- RESOLVED, That the proposals described in the communication dated July 14, 1994, signed by S. A. Seneker and addressed to the members of the Board of Directors, entitled "Issuance of Common Stock for Employee Stock Plans", presented to and discusssed at this meeting, be and hereby are approved. RESOLVED, That, in order to comply with the Securities Act of 1933, as amended, the directors and appropriate officers of the Company be and hereby are authorized to sign and execute in their own behalf, or in the name and on behalf of the Company, or both, as the case may be, any and all Registration Statements and amendments to Registration Statements relating to the Ford Motor Company Savings and Stock Investment Plan for Salaried Employees, the Ford Motor Company Tax-Efficient Savings Plan for Hourly Employees, the Ford Credit Savings Plan, the Associates First Capital Corporation Retirement Savings and Profit Sharing Plan, the Ford Motor Company 1985 Stock Option Plan, the Ford Motor Company 1990 Long-Term Incentive Plan and the Ford Motor Company Supplemental Compensation Plan (collectively, the "Employee Stock Plans"), including the Prospectuses and the exhibits and other documents relating thereto or required by law or regulation in connection therewith, all in such form as such directors and officers may deem necessary, appropriate or desirable, as conclusively evidenced by their execution thereof; and that the appropriate officers of the Company, and each of them, be and hereby are authorized to cause such Registration Statements and amendments, so executed, to be filed with the Securities and Exchange Commission (the "Commission"). RESOLVED, That each officer and director who may be required to sign and execute any of the aforesaid Registration Statements or amendments or any document in connection therewith (whether on behalf of the Company, or as an officer or director of the Company, or otherwise) be and hereby is authorized to execute a power of attorney appointing S. A. Seneker, J. A. Hall, D. N. McCammon, M. L. Reichenstein, J. W. Martin, Jr., J. M. Rintamaki, L. J. Ghilardi, K. S. Lamping and P. J. Sherry, Jr., and each of them, severally, his or her true and lawful attorney or attorneys to sign in his or her name, place and stead in any such capacity any and all such Registration Statements and amendments, further amendments thereto and documents in connection therewith, and to file the same with the Commission, each of said attorneys to have power to act with or without the other, and to have full power and authority to do and perform, in the name and on behalf of each of said officers and directors who shall have executed such a power of attorney, every act whatsoever necessary or advisable to be done in connection therewith as fully and to all intents and purposes as such officer or director might or could do in person. -2- RESOLVED, That up to 35,000,000 of the authorized but unissued shares of the Company's Common Stock, par value $1.00 per share, ("Common Stock") (collectively, the "Securities") be and hereby are authorized to be registered with the Commission and issued from time to time to satisfy Common Stock requirements of the Employee Stock Plans, and when so issued and paid for in accordance with the Employee Stock Plans, will be fully paid and non-assessable. RESOLVED, That the shares of Common Stock registered with the Commission pursuant to the three preceding resolutions shall be reserved for issuance from time to time to satisfy Common Stock requirements of the Employee Stock Plans. RESOLVED, That the appropriate officers of the Company, and each of them, be and hereby are authorized, in the name and on behalf of the Company, to take such action as such officers, or any of them, may deem necessary, appropriate or desirable to make application for the listing of the Securities on the New York, Boston, Chicago, Pacific Coast and Philadelphia Stock Exchanges in the United States, the Tokyo Stock Exchange in Japan, and the Antwerp, Brussels, London, Scottish, Berlin, Dusseldorf, Frankfort, Hamburg, Munich, Amsterdam, Luxembourg, Zurich, Basle, Geneva, Lausanne and Paris Stock Exchanges or any other Stock Exchange on which the Common Stock is then listed, and that the Chairman of the Board of Directors, President and Chief Executive Officer, any Vice Chairman, any Executive Vice President, any Group Vice President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer and any Assistant Treasurer, and each of them, be and hereby are designated a representative of the Company to appear before the Corporate Services Division or other appropriate body of any such Exchange and to take all such other steps as such persons, or any of them, may deem necessary, appropriate or desirable to effect such listing. RESOLVED, That, in connection with each application of the Company to the New York Stock Exchange, Inc., any of the above- listed Stock Exchanges or any other Stock Exchange, for the listing on such Exchange of the Securities, the Company enter into an agreement providing for the indemnification by the Company of such Exchange, its governors, officers, employees and its subsidiary companies and innocent purchasers for value of the Securities or any one or more of them, as the case may be, from and against losses, liabilities, claims, damages or accidents in connection with the use of facsimile signatures on certificates representing the Securities; and that the Chairman of the Board of Directors, President and Chief Executive Officer, any Vice Chairman, any Executive Vice President, any Group Vice President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer and any Assistant Treasurer, and each of them, be and hereby are authorized in the name and on behalf of the Company and under its corporate seal to execute and deliver to such Exchange, the aforesaid indemnification agreement in such form as the person or persons executing the same may deem necessary, appropriate or -3- desirable, as conclusively evidenced by his, her or their execution thereof. RESOLVED, That the appropriate officers of the Company, and each of them, be and hereby are authorized and empowered, in the name and on behalf of the Company, to take any action (including, without limitation, the payment of expenses) and to execute (by manual or facsimile signature) and deliver any and all agreements, certificates, instruments and documents (under the corporate seal of the Company or otherwise) as such officer or officers may deem necessary, appropriate or desirable in order to carry out the purposes and intents of each and all of the foregoing resolutions. a:\ex24b -----END PRIVACY-ENHANCED MESSAGE-----