-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KMlv3MYjcdKaVhRTuldYlpEJA/OMvmqIWhRqtu2JsLuyj90EApkD/6bsIoBZa+nx 0oxmm7ZoZwW0pUn/G0EM3w== 0000827052-96-000033.txt : 19960520 0000827052-96-000033.hdr.sgml : 19960520 ACCESSION NUMBER: 0000827052-96-000033 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19960516 EFFECTIVENESS DATE: 19960604 SROS: AMEX SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCECORP CENTRAL INDEX KEY: 0000827052 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 954137452 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-03913 FILM NUMBER: 96568915 BUSINESS ADDRESS: STREET 1: 2244 WALNUT GROVE AVE STREET 2: P O BOX 800 CITY: ROSEMEAD STATE: CA ZIP: 91770 BUSINESS PHONE: 8183022222 S-8 1 EDISON INT'L 5,000,000 SHARES SSPP 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
____________________________________________________________________________________________ ____________________________________________________________________________________________ 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 ____________________________________________________________________________________________ Common Stock, no par value . . 5,000,000 shs. $16.25 $81,250,000 $28,015 ____________________________________________________________________________________________ ____________________________________________________________________________________________
(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 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 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 (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 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.
Signature Title Date Principal Executive Officer: 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
*By Kenneth S. Stewart ---------------------------------------- (Kenneth S. Stewart, Attorney-in-Fact) PAGE 4 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 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. EX-5 2 OPINION OF COUNSEL 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 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 EX-23.2 3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS 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 EX-24.1 4 EDISON INT'L POWER OF ATTORNEY 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 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 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 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 EX-24.2 5 EMPLOYEE BENEFITS/HEALTH CARE COMMITTEE POFA - SCE 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 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 EX-24.3 6 RESOLUTION OF EDISON INT'L - DATED 2-15-96 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 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 (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 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. -----END PRIVACY-ENHANCED MESSAGE-----