United Technologies Corporation
UNITED TECHNOLOGIES CORP /DE/(Form: S-8 0000101829-95-000003, Received: 17 February 1995, 10:49:18 AM)  
As filed with the Securities and Exchange Commission on February 17, 1995
Registration No.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

UNITED TECHNOLOGIES CORPORATION
(Exact name of issuer as specified in its charter)

            Delaware                   06-0570975
(State or other jurisdiction of     (I.R.S. Employer
 incorporation or organization)    Identification No.)

United Technologies Building, Hartford, Connecticut 06101
(Address of principal executive offices, including Zip Code)

UNITED TECHNOLOGIES CORPORATION
LONG TERM INCENTIVE PLAN
(Full title of the Plan)

WILLIAM H. TRACHSEL, Esq.
Secretary
United Technologies Building Hartford, Connecticut 06101 (203) 728-7000
(Name, address and telephone number of agent for service)

CALCULATION OF REGISTRATION FEE

                                   Proposed     Proposed
     Title of       Amount to be    Maximum      Maximum       Amount of
    Securities
 to be Registered    Registered    Offering     Aggregate     Registration
                                   Price (1)    Offering          Fee
                                                  Price


Common Stock, par    6,000,000
 value $5.00 per    shares (2)      $65.375   $392,250,000   $135,258.62
      share

Estimated solely for the purpose of calculating the registration fee,(1) based, in accordance with Rule 457(h), on the average of the high and low prices reported on the New York Stock Exchange, Inc. on February 13, 1995.

Pursuant to Rule 416 the number of shares registered hereunder includes(2) such additional number of shares of Common Stock and Rights as are required to prevent dilution resulting from stock splits, stock dividends or similar transactions affecting the Common Stock of the Registrant.

PAGE


PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents are hereby incorporated by reference:

(1) the Annual Report on Form 10-K of United Technologies Corporation (the "Corporation") filed with the Securities and Exchange Commission (the "Commission") for the year ended December 31, 1993;

(2) the Quarterly Reports on Form 10-Q of the Corporation filed with the Commission for the quarters ended March 31, 1994, June 30, 1994 and September 30, 1994;

(3) all other reports filed by the Corporation with the Commission pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act since the end of the period covered by the Annual Report on Form 10-K referred to in (1) above.

All documents subsequently filed by the Corporation pursuant to Sections
13(a), 13(c), 14 or 15 of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES

Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

The legality of the securities offered pursuant to this Registration Statement has been passed on by Richard M. Kaplan, Esq. Mr. Kaplan, Associate General Counsel of the Corporation, is a shareowner of Common Stock.

ITEM 8. EXHIBITS

See Exhibit Index

ITEM 9. UNDERTAKINGS

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(I) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement;

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement:

Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those PAGE


paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

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 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.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant, 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 of 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


SIGNATURES

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 Hartford, and State of Connecticut, on this 17th day of February, 1995.

UNITED TECHNOLOGIES CORPORATION

By s\Stephen F. Page\s
(Stephen F. Page, Executive Vice President
and Chief Financial Officer)

By s\George E. Minnich\s
(George E. Minnich, Vice President
Controller; Principal Accounting Officer)

Pursuant to the requirements of the Securities Act of 1933, the Registration Statement has been signed below by the following persons in the capacities indicated on this 17th day of February, 1995.

Signature                               Title


ROBERT F. DANIELL*                      Chairman and Director
(Robert F. Daniell)



GEORGE DAVID *                          President and Chief
(George David)                          Executive Officer
                                        and Director


HOWARD H. BAKER, JR.*
(Howard H. Baker, Jr.)                  Director

ANTONIA HANDLER CHAYES*
(Antonia Handler Chayes)                Director



ROBERT F. DEE*
(Robert F. Dee)                         Director

CHARLES W. DUNCAN, JR.*
(Charles W. Duncan, Jr.)                Director



PEHR G. GYLLENHAMMAR*
(Pehr G. Gyllenhammar)                  Director

PAGE


GERALD D. HINES*
(Gerald D. Hines)                       Director



CHARLES R. LEE*                         Director
(Charles R. Lee)

ROBERT H. MALOTT*
(Robert H. Malott)                      Director



H. A. WAGNER*                           Director
(H. A. Wagner)

JACQUELINE G. WEXLER*
(Jacqueline G. Wexler) Director

* By s\William H. Trachsel\s
WILLIAM H. TRACHSEL, AS ATTORNEY-IN-FACT
FOR THE DIRECTORS AND OFFICERS AFTER
WHOSE NAMES APPEARS AN ASTERISK

PAGE


EXHIBIT INDEX

                                                                Page
 5         --Opinion of Counsel as to the legality of the
           securities
            to be registered.

24(a)      --Consent of Price Waterhouse, LLP

24(b)      --The consent of counsel is contained in Exhibit 5.

25         --Powers of Attorney.






PAGE


 

EXHIBIT 5
February 17, 1995

The Board of Directors
United Technologies Corporation
United Technologies Building
One Financial Plaza
Hartford, CT 06101

Re: S-8 Registration Statement Long Term Incentive Plan

Ladies and Gentlemen:

This opinion is furnished in connection with the proposed filing with the Securities and Exchange Commission on or about February 17, 1995, of a Registration Statement on Form S-8 under the Securities Act of 1933, as amended, in connection with the offering of 6,000,000 shares of Common Stock, par value $5 per share (the Shares) to be issued under the Corporation's Long Term Incentive Plan (the Plan).

I have acted as Counsel to the Corporation in connection with certain matters relating to the Plan. I am familiar with the Corporate proceedings relating thereto and have examined such documents and considered such matters of law as I have deemed necessary in giving this opinion.

It is my opinion that all Shares to be offered and sold pursuant to the Plan that will be original issue Shares have been duly authorized, and, upon issuance in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as an Exhibit to the aforementioned Registration Statement.

Very truly yours,

Richard M. Kaplan Associate General Counsel

RMK:mmr/h:SEC\S8Regmem.Doc
Enclosure

PAGE

 

Exhibit 24(a)

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration

Statement on Form S-8 of our report dated January 26, 1994, which appears

on Page 36 of the 1993 Annual Report to Shareowners of United Technologies

Corporation, which is incorporated by reference in United Technologies

Corporation's Annual Report on Form 10-K for the year ended December 31,

1993. We also consent to the incorporation by reference of our report on

the Financial Statement Schedules, which appears on page S-1 of such Annual

Report on Form 10-K. We also consent to the references to us under the

heading Interests of Named Experts and Counsel in the Form S-8.

Price Waterhouse, LLP
Hartford, Connecticut
February 17, 1995

PAGE

 

EXHIBIT 25

POWER OF ATTORNEY

The undersigned, HOWARD H. BAKER constitutes and appoints STEPHEN

F. PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL, and GEORGE E. MINNICH,

and each of them, as his true and lawful attorneys-in-fact and agents, each

with the power of substitution and resubstitution, for him in any and all

capacities, to sign any and all Registration Statements, notices, consents

to service or other documents or instruments, including all amendments

thereto, and to file the same, and all other documents in connection

therewith, with the Securities and Exchange Commission, and with any

regulatory authority of any State that is responsible for the regulation of

the offer and sale of securities, in connection with the offer and sale of

securities pursuant to the terms of the United Technologies Corporation

Long Term Incentive Plan as in effect on the date hereof and as it may be

amended from time to time (the "Plan") granting unto said attorneys-in-fact

and agents, and each of them, full power to do and perform each and every

act and thing 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

in person, hereby ratifying and confirming that which each of said

attorneys-in-fact and agents, or his substitute or substitutes, may

lawfully do or cause to be done by virtue hereof.

s\Howard H. Baker\s Howard H. Baker

February 6, 1995

Date

PAGE

POWER OF ATTORNEY

The undersigned, ANTONIA HANDLER CHAYES constitutes and appoints

STEPHEN F. PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL, and GEORGE E.

MINNICH, and each of them, as her true and lawful attorneys-in-fact and

agents, each with the power of substitution and resubstitution, for her in

any and all capacities, to sign any and all Registration Statements,

notices, consents to service or other documents or instruments, including

all amendments thereto, and to file the same, and all other documents in

connection therewith, with the Securities and Exchange Commission, and with

any regulatory authority of any State that is responsible for the

regulation of the offer and sale of securities, in connection with the

offer and sale of securities pursuant to the terms of the United

Technologies Corporation Long Term Incentive Plan as in effect on the date

hereof and as it may be amended from time to time (the "Plan") granting

unto said attorneys-in-fact and agents, and each of them, full power to do

and perform each and every act and thing 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 in person, hereby ratifying and confirming

that which each of said attorneys-in-fact and agents, or her substitute or

substitutes, may lawfully do or cause to be done by virtue hereof.

s\Antonia Handler Chayes\s Antonia Handler Chayes

February 6, 1995

Date

PAGE

POWER OF ATTORNEY

The undersigned, ROBERT F. DEE constitutes and appoints STEPHEN

F. PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL, and GEORGE E. MINNICH,

and each of them, as his true and lawful attorneys-in-fact and agents, each

with the power of substitution and resubstitution, for him in any and all

capacities, to sign any and all Registration Statements, notices, consents

to service or other documents or instruments, including all amendments

thereto, and to file the same, and all other documents in connection

therewith, with the Securities and Exchange Commission, and with any

regulatory authority of any State that is responsible for the regulation of

the offer and sale of securities, in connection with the offer and sale of

securities pursuant to the terms of the United Technologies Corporation

Long Term Incentive Plan as in effect on the date hereof and as it may be

amended from time to time (the "Plan") granting unto said attorneys-in-fact

and agents, and each of them, full power to do and perform each and every

act and thing 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

in person, hereby ratifying and confirming that which each of said

attorneys-in-fact and agents, or his substitute or substitutes, may

lawfully do or cause to be done by virtue hereof.

s\Robert F. Dee\s Robert F. Dee

February 6, 1995

Date

PAGE

POWER OF ATTORNEY

The undersigned, CHARLES W. DUNCAN, JR. constitutes and appoints

STEPHEN F. PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL, and GEORGE E.

MINNICH, and each of them, as his true and lawful attorneys-in-fact and

agents, each with the power of substitution and resubstitution, for him in

any and all capacities, to sign any and all Registration Statements,

notices, consents to service or other documents or instruments, including

all amendments thereto, and to file the same, and all other documents in

connection therewith, with the Securities and Exchange Commission, and with

any regulatory authority of any State that is responsible for the

regulation of the offer and sale of securities, in connection with the

offer and sale of securities pursuant to the terms of the United

Technologies Corporation Long Term Incentive Plan as in effect on the date

hereof and as it may be amended from time to time (the "Plan") granting

unto said attorneys-in-fact and agents, and each of them, full power to do

and perform each and every act and thing 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 in person, hereby ratifying and confirming

that which each of said attorneys-in-fact and agents, or his substitute or

substitutes, may lawfully do or cause to be done by virtue hereof.

s\Charles W. Duncan, Jr.\s Charles W. Duncan, Jr.

February 6, 1995

Date

PAGE

POWER OF ATTORNEY

The undersigned, PEHR G. GYLLENHAMMAR constitutes and appoints

STEPHEN F. PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL, and GEORGE E.

MINNICH, and each of them, as his true and lawful attorneys-in-fact and

agents, each with the power of substitution and resubstitution, for him in

any and all capacities, to sign any and all Registration Statements,

notices, consents to service or other documents or instruments, including

all amendments thereto, and to file the same, and all other documents in

connection therewith, with the Securities and Exchange Commission, and with

any regulatory authority of any State that is responsible for the

regulation of the offer and sale of securities, in connection with the

offer and sale of securities pursuant to the terms of the United

Technologies Corporation Long Term Incentive Plan as in effect on the date

hereof and as it may be amended from time to time (the "Plan") granting

unto said attorneys-in-fact and agents, and each of them, full power to do

and perform each and every act and thing 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 in person, hereby ratifying and confirming

that which each of said attorneys-in-fact and agents, or his substitute or

substitutes, may lawfully do or cause to be done by virtue hereof.

s\Pehr G. Gyllenhammar\s Pehr G. Gyllenhammar

February 6, 1995

Date

PAGE

POWER OF ATTORNEY

The undersigned, GERALD D. HINES constitutes and appoints STEPHEN

F. PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL, and GEORGE E. MINNICH,

and each of them, as his true and lawful attorneys-in-fact and agents, each

with the power of substitution and resubstitution, for him in any and all

capacities, to sign any and all Registration Statements, notices, consents

to service or other documents or instruments, including all amendments

thereto, and to file the same, and all other documents in connection

therewith, with the Securities and Exchange Commission, and with any

regulatory authority of any State that is responsible for the regulation of

the offer and sale of securities, in connection with the offer and sale of

securities pursuant to the terms of the United Technologies Corporation

Long Term Incentive Plan as in effect on the date hereof and as it may be

amended from time to time (the "Plan") granting unto said attorneys-in-fact

and agents, and each of them, full power to do and perform each and every

act and thing 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

in person, hereby ratifying and confirming that which each of said

attorneys-in-fact and agents, or his substitute or substitutes, may

lawfully do or cause to be done by virtue hereof.

s\Gerald D. Hines\s Gerald D. Hines

February 6, 1995

Date

PAGE

POWER OF ATTORNEY

The undersigned, ROBERT H. MALOTT constitutes and appoints

STEPHEN F. PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL, and GEORGE E.

MINNICH, and each of them, as his true and lawful attorneys-in-fact and

agents, each with the power of substitution and resubstitution, for him in

any and all capacities, to sign any and all Registration Statements,

notices, consents to service or other documents or instruments, including

all amendments thereto, and to file the same, and all other documents in

connection therewith, with the Securities and Exchange Commission, and with

any regulatory authority of any State that is responsible for the

regulation of the offer and sale of securities, in connection with the

offer and sale of securities pursuant to the terms of the United

Technologies Corporation Long Term Incentive Plan as in effect on the date

hereof and as it may be amended from time to time (the "Plan") granting

unto said attorneys-in-fact and agents, and each of them, full power to do

and perform each and every act and thing 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 in person, hereby ratifying and confirming

that which each of said attorneys-in-fact and agents, or his substitute or

substitutes, may lawfully do or cause to be done by virtue hereof.

s\Robert H. Malott\s Robert H. Malott

February 6, 1995

Date

PAGE

POWER OF ATTORNEY

The undersigned, JACQUELINE G. WEXLER constitutes and appoints

STEPHEN F. PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL, and GEORGE E.

MINNICH, and each of them, as her true and lawful attorneys-in-fact and

agents, each with the power of substitution and resubstitution, for her in

any and all capacities, to sign any and all Registration Statements,

notices, consents to service or other documents or instruments, including

all amendments thereto, and to file the same, and all other documents in

connection therewith, with the Securities and Exchange Commission, and with

any regulatory authority of any State that is responsible for the

regulation of the offer and sale of securities, in connection with the

offer and sale of securities pursuant to the terms of the United

Technologies Corporation Long Term Incentive Plan as in effect on the date

hereof and as it may be amended from time to time (the "Plan") granting

unto said attorneys-in-fact and agents, and each of them, full power to do

and perform each and every act and thing 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 in person, hereby ratifying and confirming

that which each of said attorneys-in-fact and agents, or her substitute or

substitutes, may lawfully do or cause to be done by virtue hereof.

s\Jacqueline G. Wexler\s Jacqueline G. Wexler

February 6, 1995

Date

PAGE

POWER OF ATTORNEY

The undersigned, ROBERT F. DANIELLconstitutes and appoints

STEPHEN F. PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL, and GEORGE E.

MINNICH, and each of them, as his true and lawful attorneys-in-fact and

agents, each with the power of substitution and resubstitution, for him in

any and all capacities, to sign any and all Registration Statements,

notices, consents to service or other documents or instruments, including

all amendments thereto, and to file the same, and all other documents in

connection therewith, with the Securities and Exchange Commission, and with

any regulatory authority of any State that is responsible for the

regulation of the offer and sale of securities, in connection with the

offer and sale of securities pursuant to the terms of the United

Technologies Corporation Long Term Incentive Plan as in effect on the date

hereof and as it may be amended from time to time (the "Plan") granting

unto said attorneys-in-fact and agents, and each of them, full power to do

and perform each and every act and thing 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 in person, hereby ratifying and confirming

that which each of said attorneys-in-fact and agents, or his substitute or

substitutes, may lawfully do or cause to be done by virtue hereof.

s\Robert F. Daniell\s Robert F. Daniell

February 6, 1995

Date

PAGE

POWER OF ATTORNEY

The undersigned, GEORGE DAVID constitutes and appoints STEPHEN F.

PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL, and GEORGE E. MINNICH, and

each of them, as his true and lawful attorneys-in-fact and agents, each

with the power of substitution and resubstitution, for him in any and all

capacities, to sign any and all Registration Statements, notices, consents

to service or other documents or instruments, including all amendments

thereto, and to file the same, and all other documents in connection

therewith, with the Securities and Exchange Commission, and with any

regulatory authority of any State that is responsible for the regulation of

the offer and sale of securities, in connection with the offer and sale of

securities pursuant to the terms of the United Technologies Corporation

Long Term Incentive Plan as in effect on the date hereof and as it may be

amended from time to time (the "Plan") granting unto said attorneys-in-fact

and agents, and each of them, full power to do and perform each and every

act and thing 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

in person, hereby ratifying and confirming that which each of said

attorneys-in-fact and agents, or his substitute or substitutes, may

lawfully do or cause to be done by virtue hereof.

s\George David\s George David

February 6, 1995

Date

PAGE

POWER OF ATTORNEY

The undersigned, CHARLES R. LEE constitutes and appoints STEPHEN

F. PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL, and GEORGE E. MINNICH,

and each of them, as his true and lawful attorneys-in-fact and agents, each

with the power of substitution and resubstitution, for him in any and all

capacities, to sign any and all Registration Statements, notices, consents

to service or other documents or instruments, including all amendments

thereto, and to file the same, and all other documents in connection

therewith, with the Securities and Exchange Commission, and with any

regulatory authority of any State that is responsible for the regulation of

the offer and sale of securities, in connection with the offer and sale of

securities pursuant to the terms of the United Technologies Corporation

Long Term Incentive Plan as in effect on the date hereof and as it may be

amended from time to time (the "Plan") granting unto said attorneys-in-fact

and agents, and each of them, full power to do and perform each and every

act and thing 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

in person, hereby ratifying and confirming that which each of said

attorneys-in-fact and agents, or his substitute or substitutes, may

lawfully do or cause to be done by virtue hereof.

s\Charles R. Lee\s Charles R. Lee

February 6, 1995

Date

PAGE

POWER OF ATTORNEY

The undersigned, H. A. WAGNER constitutes and appoints STEPHEN F.

PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL, and GEORGE E. MINNICH, and

each of them, as his true and lawful attorneys-in-fact and agents, each

with the power of substitution and resubstitution, for him in any and all

capacities, to sign any and all Registration Statements, notices, consents

to service or other documents or instruments, including all amendments

thereto, and to file the same, and all other documents in connection

therewith, with the Securities and Exchange Commission, and with any

regulatory authority of any State that is responsible for the regulation of

the offer and sale of securities, in connection with the offer and sale of

securities pursuant to the terms of the United Technologies Corporation

Long Term Incentive Plan as in effect on the date hereof and as it may be

amended from time to time (the "Plan") granting unto said attorneys-in-fact

and agents, and each of them, full power to do and perform each and every

act and thing 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

in person, hereby ratifying and confirming that which each of said

attorneys-in-fact and agents, or his substitute or substitutes, may

lawfully do or cause to be done by virtue hereof.

s\H. A. Wagner\s H. A. Wagner

February 6, 1995
Date

PAGE