RESOLVED, that the preparation, execution, delivery and filing with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”), of one or more Registration Statements on Form S-3 of the Company (any such Registration Statement as it may hereafter be amended, together with all exhibits filed therewith, is herein called the “Registration Statement”, and the prospectus forming a part thereof is herein called the “Prospectus”) for the registration for public offering from time to time of securities of the Company (the “Securities”), as shall result in gross proceeds to the Company of $9.5 billion, is hereby authorized, ratified and approved, with such changes therein and amendments (including post-effective amendments) thereto as the Proper Officers (as defined below) of the Company, shall approve, such approval to be conclusively evidenced by such filing; and further
RESOLVED, that the Securities referred to in the preceding paragraph shall consist of:
(i) senior debt securities, (the “Senior Debt Securities”) and subordinated debt securities (the “Subordinated Debt Securities” and, together with the Senior Debt Securities, the “Debt Securities”), to be issued from time to time in one or more series (a) separately, or (b) as part of Stock Purchase Units (as defined below), in each case, under a new indenture, the Indenture dated as of May 1, 2001, by and between the Company and The Bank of New York Mellon Trust Company N.A., as trustee (the “Indenture Trustee”), or the Junior Subordinated Indenture dated as of March 1, 2008, by and between the Company and The Bank of New York Mellon Trust Company N. A., as trustee (together with the Indenture Trustee, the “Trustee”), each as to be amended or supplemented, if required, by one or more amendments or supplemental indentures, as the case may be, to be entered into by and between the Company and the Trustee (collectively, the “Indenture”); and that the Debt Securities may be convertible (as such, the “Convertible Debt Securities”) into shares of Common Stock (as defined below);
(ii) shares of common stock, par value $6.50 per share, of the Company (the “Common Stock”), to be issued from time to time (a) separately, (b) upon the conversion of Debt Securities, (c) upon settlement of Stock Purchase Contracts (as defined below), or (d) upon settlement of Stock Purchase Units;
(iii) shares of preferred stock, par value $0.01 per share, of the Company (the “Preferred Stock”), to be issued from time to time (a) separately, (b) upon the conversion of Debt Securities, (c) upon settlement of Stock Purchase Contracts (as defined below), or (d) upon settlement of Stock Purchase Units;
(iv) stock purchase contracts (the “Stock Purchase Contracts”) under which the holder, upon settlement, will purchase shares of Common Stock, to be issued from time to time in one or more series (a) separately or (b) as part of a Stock Purchase Unit;