BOARD RESOLUTIONS



                          ISSUANCE OF DEBT SECURITIES



    WHEREAS, the Corporation desires to obtain financing in the public debt

markets and in that connection desires to authorize certain officers of the

Corporation to sign on behalf of the Corporation a registration statement on

Form S-3, and any amendments thereto (the 'Registration Statement') for the

registration of securities of the Corporation pursuant to the following

resolutions under the Securities Act of 1933, as amended (the 'Securities Act'),

under such terms and conditions, which may be amended from time to time, as the

Chief Executive Officer and President, Chief Financial Officer or Treasurer

(each an 'Authorized Officer') may determine; and



    WHEREAS, the Corporation desires to authorize the issuance of up to $12.3

billion in debt securities pursuant to the Registration Statement;



    Now, therefore, be it:



    RESOLVED, that the Corporation hereby authorizes up to $12.3 billion of debt

securities to be registered, in order to offer, issue and sell from time to time

up to $12.3 billion aggregate principal amount of debt securities of the

Corporation or, if issued at an original issue discount, such greater principal

amount as shall result in an aggregate initial public offering price of $12.3

billion (all in United States dollars or an equivalent amount in another

currency or composite currency) to be made (i) directly to purchasers, (ii)

through agents designated from time to time, (iii) through underwriters or a

group of underwriters represented by one or more particular underwriter(s), or

(iv) to dealers, from and after the date hereof on a continuing basis (such

issue of debt securities or any series thereof being hereinafter sometimes

referred to in these resolutions as the 'Debt Securities') under such terms and

conditions, which may be amended from time to time, as any Authorized Officer

shall determine;



    RESOLVED FURTHER, that the proper officers of the Corporation are hereby

authorized to proceed with the preparation of the Registration Statement for the

registration under the Securities Act of any or all of the Debt Securities, with

the offering for sale of any or all of the Debt Securities, and with such

financing at such time, if at all, within such period as any Authorized Officer

shall deem appropriate;



    RESOLVED FURTHER, that each of Albert R. Gamper, Jr., Robert J. Ingato, Eric

S. Mandelbaum and James Shanahan with full power to act with or without the

others is hereby authorized to sign the Registration Statement covering the

registration under the Securities Act of the Debt Securities and any and all

amendments (including post-effective amendments) to the Registration Statement,

on behalf of and as true and lawful attorney-in-fact or attorneys-in-fact for

the Corporation and on behalf of and as true and lawful attorney-in-fact or

attorneys-in-fact for the Chief Executive Officer and/or the Chief Financial

Officer and/or the Chief Accounting Officer and/or other officers of the

Corporation, including, without limitation, the Chairman and/or the Vice

Chairman and/or the President and/or each Senior Executive Vice President and/or

each Executive Vice President and/or each Senior Vice President and/or each Vice

President and/or the Treasurer and/or the Secretary and/or the Assistant

Secretary (in attestation of the corporate seal of the Corporation or

otherwise);



    RESOLVED FURTHER, that any of the Authorized Officers is hereby authorized

to approve the forms, terms and provisions of the form of Registration Statement

and the form of preliminary prospectus, and once so approved, Albert R. Gamper,

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