<PAGE>1
Registration No. 33-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
USLIFE Corporation
(Exact name of registrant as specified in its charter)
________________________
New York 13-2578589
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
125 Maiden Lane
New York, New York 10038
(Address of Principal Executive Offices, including Zip Code)
USLIFE Corporation Non-Employee Directors' Stock Option Plan
(Full title of the plan)
___________________________
Richard G. Hohn
Senior Vice President - Corporate Secretary and Counsel
USLIFE Corporation
125 Maiden Lane
New York, New York 10038
(Name and address of agent for service)
___________________________
(212) 709-6415
(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
====================================================================================
<CAPTION>
Proposed Proposed
Title of Maximum Maximum Amount of
Securities to Amount to be Offering Price Aggregate Registration
be Registered Registered Per Share Offering Price Fee
_____________ ____________ ______________ ______________ ____________
<S> <C> <C> <C> <C>
Common Stock, 250,000 shares $38.50 (1) $9,625,000 (1) $3,319.00
$1.00 par value
Common Stock 250,000 rights (2) (2) (2)
Purchase Rights
====================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933, based upon
the average of the high and low prices of the Registrant's Common Stock as
reported on the New York Stock Exchange Consolidated Tape on April 21,
1994.
(2) There is no independent market for the Common Stock Purchase Rights (the
"Rights") at this time. Until the occurrence of certain prescribed events,
the Rights are not exercisable, are evidenced by the certificates for the
Common Stock and will be transferred along with and only with such
securities. The market price of each share of Common Stock includes the
value of the share of Common Stock together with the value of the Right
appertaining thereto.
<PAGE>2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by USLIFE Corporation ("USLIFE") (File
No. 1-5683) with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act") are incorporated herein by reference:
1. USLIFE's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993, and its amendment on Form 10-K/A dated April 1, 1994, filed
pursuant to Section 13 of the Exchange Act;
2. The description of USLIFE's Common Stock contained in its
Registration Statement on Form 8-A filed April 29, 1968, as amended by its
amendment on Form 8 dated December 18, 1986 filed pursuant to Section 12 of the
Exchange Act; and
3. A description of USLIFE's Common Stock Purchase Rights contained in
its Registration Statement on Form 8-A filed June 26, 1986, as amended by its
amendment No. 1 on Form 8 dated January 25, 1989, pursuant to Section 12 of the
Exchange Act.
Item 4. Description of Securities.
Not applicable
Item 5. Interests of Named Experts and Counsel
The legality of the securities covered by this Registration statement has
been passed on by Richard G. Hohn, Senior Vice President - Corporate Secretary
and Counsel of USLIFE. As of the date of filing this Registration Statement,
Mr. Hohn owns of record 1,050 shares of USLIFE Common Stock and beneficially
657 shares of USLIFE Common Stock through the USLIFE Employee Savings and
Investment Plan, Dividend Reinvestment Plan and Monthly Investment Plan, holds
options for the purchase of 9,750 shares of USLIFE Common Stock, none of which
are currently exercisable and has been awarded 250 shares of USLIFE Common
Stock under the USLIFE Corporation Restricted Stock Plan.
The consolidated financial statements and related schedules in USLIFE's
Annual Report on Form 10-K dated December 31, 1993 incorporated by reference
herein have been incorporated herein in reliance upon the report of KPMG Peat
Marwick, independent certified public accountants, and upon the authority of
said firm as experts in auditing and accounting. Such report refers to a
change in accounting to adopt the provisions of the Financial Accounting
Standards Board's Statement of Financial Accounting Standards No. 106,
"Employers' Accounting for Postretirement Benefits Other Than Pensions".
Item 6. Indemnification of Directors and Officers
The By-Laws (Article II, Section 12) of USLIFE provide that except to
the extent expressly prohibited by the New York Business
<PAGE>3
Corporation Law, USLIFE shall indemnify each person made or threatened to be
made a party to or called as a witness in or asked to provide information in
connection with any pending or threatened action, proceeding, hearing or
investigation, whether civil or criminal, and whether judicial, quasi-judicial,
administrative, or legislative, and whether or not for or in the right of
USLIFE or any other enterprise, by reason of the fact that such person or such
person's testator or intestate is or was a director or officer of USLIFE, or is
or was a director or officer of USLIFE who also serves or served at the request
of USLIFE any other corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise in any capacity, against judgments, fines,
penalties, amounts paid in settlement and reasonable expenses, including
attorneys' fees, incurred in connection with such action or proceeding, or any
appeal therein, provided that no such indemnification shall be made if a
judgment or other final adjudication adverse to such person establishes that
his or her acts were committed in bad faith or were the result of active and
deliberate dishonesty and were material to the cause of action so adjudicated,
or that he or she personally gained in fact a financial profit or other
advantage to which he or she was not legally entitled, and provided further
that no such indemnification shall be required with respect to any settlement
or other non-adjudicated disposition of any threatened or pending action or
proceeding unless USLIFE has given its prior consent to such settlement or
other disposition.
USLIFE shall advance or promptly reimburse, upon request of any person
entitled to indemnification under such By-Laws, all expenses, including
attorneys' fees, reasonably incurred in defending any action or proceeding in
advance of the final disposition thereof upon receipt of a written undertaking
by or on behalf of such person to repay such amount if such person is
ultimately found not to be entitled to indemnification or, where
indemnification is granted, to the extent the expenses so advanced or
reimbursed exceed the amount to which such person is entitled, provided
however, that such person shall cooperate in good faith with any request by
USLIFE that common counsel be utilized by the parties to an action or
proceeding who are similarly situated unless to do so would be inappropriate
due to actual or potential differing interests between or among such parties.
Nothing in the By-Laws shall limit or affect any right of any person
otherwise than under the By-Laws to indemnification or expenses, including
attorney's fees, under any statute, rule, regulation, certificate of
incorporation, by-law, insurance policy, contract or otherwise.
No elimination or amendment of the By-Law pertaining to indemnification
adversely affecting the right of any person to indemnification or advancement
of expenses under the By-Laws shall be effective until the 60th day following
notice to such person of such action, and no elimination of or amendment to
such By-Laws shall deprive any person of his or her rights under such By-Laws
arising out of alleged or actual occurrences, acts or failures to act prior to
such 60th day. The provisions of this paragraph as set forth in the By-Laws
supersede anything to the contrary in the By-Laws.
<PAGE>4
USLIFE shall not, except by elimination or amendment of the By-Law
pertaining to indemnification in a manner consistent with the preceding
paragraph, take any corporate action or enter into any agreement which
prohibits, or otherwise limits the rights of any person to, indemnification in
accordance with the provisions of the By-Law pertaining to indemnification.
The indemnification of any person provided by the By-Law pertaining to
indemnification shall continue after such person has ceased to be a director or
officer of USLIFE and shall inure to the benefit of such person's heirs,
executors, administrators and legal representatives.
USLIFE is authorized to enter into agreements with any of its
directors, officers or employees extending rights to indemnification and
advancement of expenses to such person to the fullest extent permitted by
applicable law, but the failure to enter into any such agreement shall not
affect or limit the rights of such person pursuant to the By-Law pertaining to
indemnification. It is expressly recognized in such By-Law that all directors
and officers of USLIFE, by serving as such after the adoption of the By-Law
pertaining to indemnification and advancement of expenses, are acting in
reliance thereon and that USLIFE is estopped to contend otherwise.
Additionally, it is expressly recognized in such By-Law that all persons who
serve or served as directors, officers or employees of corporations which are
subsidiaries or affiliates of USLIFE (or other entities controlled by USLIFE)
and are directors or officers of USLIFE are conclusively presumed to serve or
have served as such at the request of USLIFE and to the extent permitted by
law, are entitled to indemnification under the By-Laws, but that no such person
shall have any rights under the By Laws, or in connection with the By-Laws,
except to the extent that indemnification under the By Laws, is permitted by
law.
In case any provision in the By-Law pertaining to indemnification shall be
determined at any time to be unenforceable in any respect, the other provisions
shall not in any way be affected or impaired thereby, and the affected
provision shall be given the fullest possible enforcement in the circumstances,
it being the intention of USLIFE to afford indemnification and advancement of
expenses to its directors and officers, acting in such capacities or in other
capacities mentioned in the By-Laws to the fullest extent permitted by law.
For purposes of the By-Law pertaining to indemnification, USLIFE shall
be deemed to have requested a director or officer of USLIFE to serve an
employee benefit plan where the performance by such person of his or her duties
to USLIFE also imposes duties on, or otherwise involves services by, such
person to the plan or participants or beneficiaries of the plan, and excise
taxes assessed on a person with respect to an employee benefit plan pursuant to
applicable law shall be considered indemnifiable expenses. For purposes of the
By-Law pertaining to indemnification, the term "USLIFE" shall include any legal
successor to USLIFE, including any corporation which acquires all or
substantially all of the assets of USLIFE in one or more transactions.
A person who has been successful, on the merits or otherwise, in the
defense of a civil or criminal action or proceeding of the character described
in the first paragraph of Article II, Section 12 of the By-Laws shall be
entitled to indemnification as authorized in such paragraph. Except as
provided in the preceding sentence and unless ordered by a court, any
indemnification under the By-Law pertaining to
<PAGE>5
indemnification shall be made by USLIFE if, and only if, authorized in the
specific case:
(1) By the Board of Directors acting by a quorum consisting of
directors who are not parties to such action or proceeding upon
a finding that the director or officer has met the standard of
conduct set forth in the first paragraph of Article II, Section
12 of the By-Laws or,
(2) If such a quorum is not obtainable or, even if obtainable, a
quorum of disinterested directors so directs:
(a) By the Board of Directors upon the opinion in writing of
independent legal counsel that indemnification is proper in
the circumstances because the standard of conduct set forth
in the first paragraph of Article II, Section 12 of the By-
Laws has been met by such director or officer, or
(b) By the shareholders upon a finding that the director or
officer has met the applicable standard of conduct set
forth in such paragraph.
If any action with respect to indemnification of directors and officers is
taken by way of amendment of the By-Laws, resolution of directors, or by
agreement, USLIFE shall, not later than the next annual meeting of
shareholders, unless such meeting is held within three months from the date of
such action and, in any event, within fifteen months from the date of such
action, mail to its shareholders of record at the time entitled to vote for the
election of directors a statement specifying the action taken.
In addition to the above provisions of the By-Laws, Article EIGHTH of
the USLIFE Certificate of Incorporation provides, as permitted under New York
Law, that no director of USLIFE shall be personally liable to USLIFE or to
USLIFE's shareholders for damages for any breach of duty in such director's
capacity as a director except (i) if a judgment or other final adjudication
establishes that the director's acts or omissions were in bad faith or involved
intentional misconduct or a knowing violation of law; (ii) the director
personally gained in fact a financial profit or other advantage to which the
director was not legally entitled; or (iii) the director voted for or concurred
in: the declaration of an unlawful dividend or repurchase of USLIFE stock, an
unlawful distribution of corporate assets to shareholders after dissolution of
USLIFE without paying or adequately providing for all known liabilities, or
improper loans to a director. No amendment, modification or repeal of Article
EIGHTH of the Certificate of Incorporation will adversely affect, limit or
eliminate any right of any director or any limitation or elimination of the
liability of any director that exists at the time of such amendment,
modification or repeal.
USLIFE has purchased insurance covering all of its directors and officers as
a group for up to an aggregate of $20 million per year, with a $50 thousand
aggregate deductible per loss for all directors and officers, except to the
extent that the insurance could result in indemnifying the directors or
officers in instances in which they may not
<PAGE>6
be indemnified under the provisions of the New York Business Corporation Law,
in which case the insurer would pay 99 1/2% of a covered loss for losses of $1
million or less and 100% of a covered loss for losses over $1 million, for
breach of duty, neglect, error, misstatement, misleading statement, omission or
other act wrongfully done or attempted, solely by reason of their being such a
director or officer. Principal exclusions under the policy are libel and
slander, liability under Section 16(b) of the Securities Exchange Act of 1934,
liability under the Employee Retirement Income Security Act of 1974 and active,
deliberate dishonesty established by final judgment of a court.
Item 7. Exemption from Registration Claimed.
Not applicable
Item 8. Exhibits.
Exhibit
Number
4(a) - USLIFE Corporation Non-Employee Directors' Stock Option Plan
4(b) - Amended and Restated Rights Agreement, dated as of June 24, 1986 and
amended and restated as of January 24, 1989, between USLIFE
Corporation and Chemical Bank as successor by merger to
Manufacturers Hanover Trust Company, as Rights Agent, relating to
Common Stock Purchase Rights issued by USLIFE on July 10, 1986,
incorporated herein by reference to USLIFE 's Current Report on Form
8-K dated January 24, 1989 (File No. 1-5683).
5 - Opinion of Counsel
23 - Consents
(a) Of independent accountants. Consent of KPMG Peat Marwick.
(b) Of counsel. For consent of Counsel, see Exhibit 5.
24 - Powers of Attorney
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;
<PAGE>7
(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 (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and 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 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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
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 the 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 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>8
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 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 New York, and the State of New York, on the
25th day of April, 1994.
USLIFE Corporation
By: /s/ Gordon E. Crosby, Jr.
_______________________________
Gordon E. Crosby, Jr.
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
_________ _____ ____
Chairman of the Board
and Chief Executive
Officer
(Principal Executive
/s/ Gordon E. Crosby, Jr. Officer) April 25, 1994
__________________________
(Gordon E. Crosby, Jr.)
Vice Chairman of the
Board and Chief
/s/ Greer F. Henderson Financial Officer April 25, 1994
__________________________
(Greer F. Henderson)
Senior Vice President-
Controller (Principal
/s/ James B. Lynch, Jr. Accounting Officer) April 25, 1994
__________________________
(James B. Lynch, Jr.)
* Director April 25, 1994
__________________________
(Kenneth Black, Jr.)
* Director April 25, 1994
__________________________
(Robert J. Casper)
* Director April 25, 1994
__________________________
(Austin L. D'Alton)
* Director April 25, 1994
__________________________
(Thomas H. Lenagh)
<PAGE>9
Signature Title Date
_________ _____ ____
* Director April 25, 1994
__________________________
(Eben W. Pyne)
* Director April 25, 1994
__________________________
(John W. Riehm)
* Director April 25, 1994
__________________________
(Christopher S. Ruisi)
* Director April 25, 1994
__________________________
(Franklin R. Saul)
* Director April 25, 1994
__________________________
(Robert L. Shafer)
* Director April 25, 1994
__________________________
(William G. Sharwell)
* Director April 25, 1994
__________________________
(William A. Simpson)
* Director April 25, 1994
__________________________
(Beryl W. Sprinkel)
* Director April 25, 1994
__________________________
(Pinkey C. Walker)
* Gordon E. Crosby, Jr., by signing
His name hereto on April 25, 1994,
does hereby sign this document on
behalf of each of the indicated
directors of the registrant
pursuant to powers of attorney duly
executed by such persons.
/s/ Gordon E. Crosby, Jr.
________________________________________
Gordon E. Crosby, Jr., Attorney-in-Fact
<PAGE>1
EXHIBIT INDEX
_____________
Exhibit
No.
________
Description
___________
4(a) - USLIFE Corporation Non-Employee Directors' Stock Option Plan
4(b) - Amended and Restated Rights Agreement, dated as of June 24, 1986 and
amended and restated as of January 24, 1989, between USLIFE
Corporation and Chemical Bank as successor by merger to
Manufacturers Hanover Trust Company, as Rights Agent, relating to
Common Stock Purchase Rights issued by USLIFE on July 10, 1986,
incorporated herein by reference to USLIFE's Current Report on Form
8-K dated January 24, 1989 (File No. 1-5683).
5 - Opinion of Counsel
23 - Consents
(a) Of independent accountants. Consent of KPMG Peat Marwick.
(b) Of counsel. For consent of Counsel, see Exhibit 5
24 - Powers of Attorney
<PAGE>1
ITEM 8 - EXHIBIT 4(a)
_____________________
ANNEX A
USLIFE CORPORATION
NON-EMPLOYEE
DIRECTORS'
STOCK OPTION PLAN
- - --------------------------------------------------------------------------------
PART 1. PLAN ADMINISTRATION AND ELIGIBILITY
I. PURPOSE
The purpose of this Non-Employee Directors' Stock Option Plan (the "Plan") of
USLIFE Corporation (the "Corporation") is to make service on the Board more
attractive to present and prospective outside directors of the Corporation,
since the continued services of qualified and experienced outside directors are
considered essential to the Corporation's sustained progress and business
success.
II. ADMINISTRATION
The Plan shall be administered by a committee of at least three (3) persons
appointed by the Board of Directors of the Corporation (the "Committee") none of
whom shall be eligible to receive options under the Plan. Grants of stock
options under the Plan and the amount and nature of the awards to be granted
shall be automatic as described in Section VI. The Plan is intended to meet the
requirements of Rule 16b-3(c)(2)(ii) adopted under the Securities Exchange Act
of 1934 (the " '34 Act") and accordingly is intended to be self-governing. To
this end the Plan requires no discretionary action by any administrative body
with regard to any transaction under the Plan. To the extent, if any, that any
questions of interpretation arise, these shall be resolved by the Committee in
its sole discretion and such determination shall be final and binding upon all
persons having an interest in the Plan. Any or all powers and discretion vested
in the Committee under this Plan may be exercised by any one Committee member
who is so authorized by the Committee. In no event shall the Committee or any
member thereof exercise discretion with respect to designating the recipient of
an option, the number of shares subject to an option, the date of grant or
exercise price of an option.
III. PARTICIPATION IN THE PLAN
All directors of the Corporation shall participate in the Plan unless they are
(1) employees of the Corporation, or (2) employees of any subsidiary or
affiliate of the Corporation ("Eligible Director").
IV. STOCK SUBJECT TO THE PLAN
A. The Stock which is to be made the subject of awards granted under the Plan
shall be the Corporation's common stock, par value $1.00 per share ("Common
Stock"). In connection with the issuance of shares of Common Stock under the
Plan, the Corporation may, without specific authorization from its Board of
Directors, from time to time use, in whole or in part, authorized but unissued
shares or shares acquired or repurchased by the Corporation and held in its
treasury.
B. AGGREGATE AMOUNT.
(1) Subject to adjustment as provided in Section XI, the total number of
shares of Common Stock issuable under the Plan shall not exceed 250,000
shares.
<PAGE>2
A-2
(2) If any outstanding option under the Plan expires or is terminated for
any reason, then the Common Stock allocable to the unexercised or
surrendered portion of such option shall not be charged against the
limitation of Section IV(B)(1) and may again become the subject of a
stock option granted under the Plan.
PART 2. STOCK OPTIONS
V. NON-STATUTORY STOCK OPTIONS
All options granted under the Plan shall be non-statutory options not entitled
to special tax treatment under Section 422A of the Internal Revenue Code of
1986, as amended to date and as may thereafter be amended from time to time (the
"Code").
VI. TERMS, CONDITIONS AND FORM OF OPTIONS
Each option granted under the Plan shall be evidenced by a written agreement in
such form as the Committee shall from time to time approve. Each agreement shall
be issued as soon as convenient to the Corporation after the Grant Date and
shall comply with and be subject to the following terms and conditions provided
that any Agreement may contain such terms, provisions and conditions as are not
inconsistent with the Plan:
A. OPTION GRANT DATES. One option shall be granted automatically on the date of
each annual meeting ("Annual Meeting") of shareholders (the "Grant Date") to
each Eligible Director commencing after the Annual Meeting at which this Plan is
approved.
B. OPTION FORMULA. Options granted to Eligible Directors on each Grant Date
shall be an option to purchase 2,000 shares of Common Stock.
C. OPTION NON-TRANSFERABLE. Each option granted under the Plan by its terms
shall not be transferable by the director other than by will, or by the laws of
descent and distribution, or pursuant to a qualified domestic relations order as
defined by the Code or Title I of the Employee Retirement Income Security Act
("ERISA"), or the rules thereunder and shall be exercised, during the lifetime
of the director, only by the participating director, except as provided above.
No option or interest therein may be transferred, assigned, pledged or
hypothecated by the director during his lifetime, whether by operation of law or
otherwise, or be made subject to execution, attachment or similar process.
D. OPTION PERIOD. Options become exercisable on the first anniversary of the
Grant Date; provided, however, that any option granted pursuant to the Plan
shall become exercisable in full upon the death of the director or his or her
retirement because of age in accordance with Corporation policy or retirement
because of total and permanent disability as defined in the Social Security Law
(42 USC 423(d)) or its successor, but in no event shall an option become
exercisable before the end of six months after its Grant Date.
Options shall terminate upon the expiration of ten (10) years from the Grant
Date, subject to prior termination as hereinafter provided.
E. EXERCISE OF OPTIONS. Options may be exercised, in lots of not less than 100
shares, only by written notice given to the Secretary of the Corporation at the
Corporation's headquarters accompanied by payment, in cash, of the full
consideration for the shares as to which they are exercised together with a sum
necessary to satisfy any Federal, state, or local taxes including, without
limitation, FICA taxes, medicare tax and any transfer taxes required by law to
be withheld. No fractional shares will be issued.
<PAGE>3
A-3
F. TERMINATION OF OPTIONS. Each option and all right, title and interest of a
director in and to an option, to the extent that it has not been exercised,
shall terminate upon his or her termination as a director for any reason other
than death or retirement because of age in accordance with Corporation policy or
retirement because of total and permanent disability and in case of such
retirement or disability, three (3) months from the date thereof. In the event
of the death of the director, the option shall terminate upon failure of the
personal representative to exercise the option in accordance with the time
period provided in subsection G below.
G. DEATH OF DIRECTOR. Any option granted under the Plan and outstanding on the
date of an Eligible Director's death may be exercised by the personal
representative of the director's estate or by the person or persons to whom the
option is transferred pursuant to the director's will or in accordance with the
laws of descent and distribution, at any time prior to the specified expiration
date of such option or the first anniversary of the director's death, whichever
is the first to occur. Upon the occurrence of the earlier event, the option
shall terminate and be null and void.
VII. OPTION PRICE
The option price per share for the shares covered by each option shall be one
hundred per cent (100%) of the fair market value of a share of the Corporation's
Common Stock on the Grant Date. The fair market value of a share of Common Stock
shall be its closing price as quoted on the New York Stock Exchange Composite
Transaction Reporting System, on the Grant Date. If there is no quotation
available for such day, then the closing price on the preceding day for which
there does exist such a quotation shall be determinative of fair market value.
PART 3. GENERAL PROVISIONS
VIII. ASSIGNABILITY
The rights and benefits under this Plan shall not be assignable or transferable
by a director other than by will or by the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined by the Code or Title
I of ERISA, or the rules thereunder, and except as provided above, during the
lifetime of the director options granted under the Plan shall be exercisable
only by each such director.
IX. TIME FOR GRANTING OPTIONS
No options may be granted under the Plan after May 17, 2004, or if May 17, 2004
is not a business day, after the next succeeding business day.
X. LIMITATION OF RIGHTS
A. NO RIGHT TO CONTINUE AS A DIRECTOR. Neither the Plan, nor the granting of an
option nor any other action taken pursuant to the Plan, shall constitute or be
evidence of any agreement or understanding, express or implied, that the
Corporation will retain a director for any period of time, or at any particular
rate of compensation.
B. NO SHAREHOLDERS' RIGHTS FOR OPTIONS. Neither the recipient of an option under
the Plan nor an optionee's successor or successors shall have any rights as a
shareholder with respect to the shares covered by options awarded to that
director until the date of the issuance to such director of a stock certificate
therefor, and no adjustment will be made for any dividends, or other
distribution or rights for which the record date is prior to the date such
certificate is issued.
<PAGE>4
A-4
XI. ADJUSTMENTS TO STOCK
In the event any change is made to the Common Stock subject to the Plan or
subject to any outstanding option granted under the Plan (whether by reason of
merger, consolidation, reorganization, recapitalization, stock dividend, stock
split, combination of shares, exchange of shares, change in corporate structure
or otherwise), then appropriate adjustments shall be made to the maximum number
of shares subject to the Plan and the number of shares and price per share of
stock subject to outstanding options. In the case of any stock split or stock
dividend, such adjustments shall be self-operative and shall not require any
specific action by the Corporation's Board of Directors to effectuate the same.
XII. EFFECTIVE DATE OF THE PLAN
The Plan was authorized by the Corporation's Board of Directors effective as of
April 1, 1994, subject to and conditioned upon approval by the holders of a
majority of the Corporation's outstanding shares of Common Stock and preferred
stock present or represented, and entitled to vote at the meeting, all voting as
a single class. No options may be granted pursuant to the Plan until May 17,
1994.
XIII. AMENDMENT OF THE PLAN
The Board of Directors of the Corporation may suspend, amend or terminate the
Plan at any time, in its sole and absolute discretion; provided, however, that
without approval of the shareholders, no revision or amendment shall change the
number of shares subject to the Plan (except as provided in Section XI), change
the designation of the class of directors eligible to receive options, or
materially increase the benefits accruing to participants under the Plan.
Further, no amendment of the Plan may alter or impair any rights or obligations
of any option previously granted without the consent of the recipient. The Plan
provisions may not be amended more than once every six months, other than to
comport with changes in the Code, ERISA, or the rules thereunder or unless such
amendment is permitted by Rule 16b-3(c)(ii)(B) under the '34 Act.
XIV. NOTICE
Any notice to the Corporation under any of the provisions of this Plan shall be
in writing, addressed to the Secretary of the Corporation and shall become
effective upon receipt.
XV. GOVERNING LAW
The Plan and all determinations made and actions taken pursuant hereto shall be
governed solely by the internal laws of the State of New York and construed
accordingly.
<PAGE>1
ITEM 8 - EXHIBIT 5
__________________
April 25, 1994
USLIFE Corporation
125 Maiden Lane
New York, New York 10038
Dear Sirs:
The undersigned is Senior Vice President, Corporate Secretary and Counsel of
USLIFE Corporation, a New York corporation (the "Company"). This is in
connection with the Company's registration, under the Securities Act of 1933,
as amended (the "Act"), of 250,000 shares of the Company's common stock $1.00
par value (the "Common Stock") and 250,000 common stock purchase rights (the
"Rights") appertaining to the Common Stock. In connection with the foregoing
registration statement, I have examined such corporate records, certificates
and other documents, and such questions of law as I have considered necessary
or appropriate for the purposes of this opinion.
Upon the basis of such examination, I advise you that, in my opinion, when the
registration statement has become effective under the Act, the shares of Common
Stock and the Rights appertaining thereto, will have been duly authorized and
when issued, against payment therefor, will be legally issued, fully paid and
non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
registration statement. In giving such consent, I do not thereby admit that I
am in the category of persons whose consent is required under Section 7 of the
Act.
Very truly yours,
/s/ Richard G. Hohn
Richard G. Hohn
Senior Vice President
Corporate Secretary and Counsel
<PAGE>1
ITEM 8 - EXHIBIT 23(a)
______________________
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To: The Board of Directors and
Shareholders of USLIFE Corporation:
We consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated February 22, 1994, appearing in
USLIFE Corporation's 1993 Annual Report on Form 10-K and its amendment on Form
10-K/A, dated April 1, 1994. Our February 22, 1994 report refers to a change
in accounting to adopt the provisions of the Financial Accounting Standards
Board's Statement of Financial Accounting Standards No. 106, "Employer's
Accounting for Postretirement Benefits Other Than Pensions".
We also consent to the reference to our firm under the caption
"Interests of Named Experts and Counsel" in the "Registration Statement".
/s/ KPMG Peat Marwick
KPMG Peat Marwick
April 25, 1994
345 Park Avenue
New York, New York
<PAGE>1
Item 8 - EXHIBIT 24
___________________
POWER OF ATTORNEY
USLIFE Corporation
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
USLIFE Corporation, a New York corporation, (the "Company") does hereby make,
constitute and appoint Gordon E. Crosby, Jr. and Richard G. Hohn and each of
them individually as the true and lawful attorney of the undersigned with power
to act with or without the other and with power of substitution, and in his
name, place and stead and his capacity as an officer or director or both to
execute, deliver and file a registration statement on Form S-8 (or other
appropriate form) covering up to 250,000 shares of the Company's Common Stock
par value $1 per share together with any Common Stock Purchase Rights
appertaining thereto, with the Securities and Exchange Commission, to be issued
in connection with the Company's Non-Employee Directors' Stock Option Plan as
authorized by the Company's Board of Directors and any amendments to such
registration statement including post effective amendments and any other
documents in support thereof or supplemental thereto, hereby granting to said
attorneys and each of them full power and authority to do and perform, in the
name and on behalf of the undersigned, every act whatsoever as any of said
attorneys individually may deem necessary or advisable to fully carry out the
intent of the foregoing as the undersigned might or could do in person. The
undersigned hereby ratifies, confirms and approves the actions of said
attorneys and each of them which they may do or cause to be done by virtue of
these Presents.
IN WITNESS WHEREOF, the undersigned had executed this Power of attorney
this 22nd day of March, 1994.
/s/ Kenneth Black, Jr.
_____________________________
Kenneth Black, Jr.
<PAGE>2
POWER OF ATTORNEY
USLIFE Corporation
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
USLIFE Corporation, a New York corporation, (the "Company") does hereby make,
constitute and appoint Gordon E. Crosby, Jr. and Richard G. Hohn and each of
them individually as the true and lawful attorney of the undersigned with power
to act with or without the other and with power of substitution, and in his
name, place and stead and his capacity as an officer or director or both to
execute, deliver and file a registration statement on Form S-8 (or other
appropriate form) covering up to 250,000 shares of the Company's Common Stock
par value $1 per share together with any Common Stock Purchase Rights
appertaining thereto, with the Securities and Exchange Commission, to be issued
in connection with the Company's Non-Employee Directors' Stock Option Plan as
authorized by the Company's Board of Directors and any amendments to such
registration statement including post effective amendments and any other
documents in support thereof or supplemental thereto, hereby granting to said
attorneys and each of them full power and authority to do and perform, in the
name and on behalf of the undersigned, every act whatsoever as any of said
attorneys individually may deem necessary or advisable to fully carry out the
intent of the foregoing as the undersigned might or could do in person. The
undersigned hereby ratifies, confirms and approves the actions of said
attorneys and each of them which they may do or cause to be done by virtue of
these Presents.
IN WITNESS WHEREOF, the undersigned had executed this Power of attorney
this 22nd day of March, 1994.
/s/ Robert J. Casper
______________________________
Robert J. Casper
<PAGE>3
POWER OF ATTORNEY
USLIFE Corporation
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
USLIFE Corporation, a New York corporation, (the "Company") does hereby make,
constitute and appoint Gordon E. Crosby, Jr. and Richard G. Hohn and each of
them individually as the true and lawful attorney of the undersigned with power
to act with or without the other and with power of substitution, and in his
name, place and stead and his capacity as an officer or director or both to
execute, deliver and file a registration statement on Form S-8 (or other
appropriate form) covering up to 250,000 shares of the Company's Common Stock
par value $1 per share together with any Common Stock Purchase Rights
appertaining thereto, with the Securities and Exchange Commission, to be issued
in connection with the Company's Non-Employee Directors' Stock Option Plan as
authorized by the Company's Board of Directors and any amendments to such
registration statement including post effective amendments and any other
documents in support thereof or supplemental thereto, hereby granting to said
attorneys and each of them full power and authority to do and perform, in the
name and on behalf of the undersigned, every act whatsoever as any of said
attorneys individually may deem necessary or advisable to fully carry out the
intent of the foregoing as the undersigned might or could do in person. The
undersigned hereby ratifies, confirms and approves the actions of said
attorneys and each of them which they may do or cause to be done by virtue of
these Presents.
IN WITNESS WHEREOF, the undersigned had executed this Power of attorney
this 22nd day of March, 1994.
/s/ Austin L. D'Alton
______________________________
Austin L. D'Alton
<PAGE>4
POWER OF ATTORNEY
USLIFE Corporation
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
USLIFE Corporation, a New York corporation, (the "Company") does hereby make,
constitute and appoint Gordon E. Crosby, Jr. and Richard G. Hohn and each of
them individually as the true and lawful attorney of the undersigned with power
to act with or without the other and with power of substitution, and in his
name, place and stead and his capacity as an officer or director or both to
execute, deliver and file a registration statement on Form S-8 (or other
appropriate form) covering up to 250,000 shares of the Company's Common Stock
par value $1 per share together with any Common Stock Purchase Rights
appertaining thereto, with the Securities and Exchange Commission, to be issued
in connection with the Company's Non-Employee Directors' Stock Option Plan as
authorized by the Company's Board of Directors and any amendments to such
registration statement including post effective amendments and any other
documents in support thereof or supplemental thereto, hereby granting to said
attorneys and each of them full power and authority to do and perform, in the
name and on behalf of the undersigned, every act whatsoever as any of said
attorneys individually may deem necessary or advisable to fully carry out the
intent of the foregoing as the undersigned might or could do in person. The
undersigned hereby ratifies, confirms and approves the actions of said
attorneys and each of them which they may do or cause to be done by virtue of
these Presents.
IN WITNESS WHEREOF, the undersigned had executed this Power of attorney
this 22nd day of March, 1994.
/s/ Thomas H. Lenagh
_____________________________
Thomas H. Lenagh
<PAGE>5
POWER OF ATTORNEY
USLIFE Corporation
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
USLIFE Corporation, a New York corporation, (the "Company") does hereby make,
constitute and appoint Gordon E. Crosby, Jr. and Richard G. Hohn and each of
them individually as the true and lawful attorney of the undersigned with power
to act with or without the other and with power of substitution, and in his
name, place and stead and his capacity as an officer or director or both to
execute, deliver and file a registration statement on Form S-8 (or other
appropriate form) covering up to 250,000 shares of the Company's Common Stock
par value $1 per share together with any Common Stock Purchase Rights
appertaining thereto, with the Securities and Exchange Commission, to be issued
in connection with the Company's Non-Employee Directors' Stock Option Plan as
authorized by the Company's Board of Directors and any amendments to such
registration statement including post effective amendments and any other
documents in support thereof or supplemental thereto, hereby granting to said
attorneys and each of them full power and authority to do and perform, in the
name and on behalf of the undersigned, every act whatsoever as any of said
attorneys individually may deem necessary or advisable to fully carry out the
intent of the foregoing as the undersigned might or could do in person. The
undersigned hereby ratifies, confirms and approves the actions of said
attorneys and each of them which they may do or cause to be done by virtue of
these Presents.
IN WITNESS WHEREOF, the undersigned had executed this Power of attorney
this 22nd day of March, 1994.
/s/ Eben W. Pyne
_____________________________
Eben W. Pyne
<PAGE>6
POWER OF ATTORNEY
USLIFE Corporation
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
USLIFE Corporation, a New York corporation, (the "Company") does hereby make,
constitute and appoint Gordon E. Crosby, Jr. and Richard G. Hohn and each of
them individually as the true and lawful attorney of the undersigned with power
to act with or without the other and with power of substitution, and in his
name, place and stead and his capacity as an officer or director or both to
execute, deliver and file a registration statement on Form S-8 (or other
appropriate form) covering up to 250,000 shares of the Company's Common Stock
par value $1 per share together with any Common Stock Purchase Rights
appertaining thereto, with the Securities and Exchange Commission, to be issued
in connection with the Company's Non-Employee Directors' Stock Option Plan as
authorized by the Company's Board of Directors and any amendments to such
registration statement including post effective amendments and any other
documents in support thereof or supplemental thereto, hereby granting to said
attorneys and each of them full power and authority to do and perform, in the
name and on behalf of the undersigned, every act whatsoever as any of said
attorneys individually may deem necessary or advisable to fully carry out the
intent of the foregoing as the undersigned might or could do in person. The
undersigned hereby ratifies, confirms and approves the actions of said
attorneys and each of them which they may do or cause to be done by virtue of
these Presents.
IN WITNESS WHEREOF, the undersigned had executed this Power of attorney
this 22nd day of March, 1994.
/s/ John W. Riehm
_____________________________
/s/ John W. Riehm
<PAGE>7
POWER OF ATTORNEY
USLIFE Corporation
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
USLIFE Corporation, a New York corporation, (the "Company") does hereby make,
constitute and appoint Gordon E. Crosby, Jr. and Richard G. Hohn and each of
them individually as the true and lawful attorney of the undersigned with power
to act with or without the other and with power of substitution, and in his
name, place and stead and his capacity as an officer or director or both to
execute, deliver and file a registration statement on Form S-8 (or other
appropriate form) covering up to 250,000 shares of the Company's Common Stock
par value $1 per share together with any Common Stock Purchase Rights
appertaining thereto, with the Securities and Exchange Commission, to be issued
in connection with the Company's Non-Employee Directors' Stock Option Plan as
authorized by the Company's Board of Directors and any amendments to such
registration statement including post effective amendments and any other
documents in support thereof or supplemental thereto, hereby granting to said
attorneys and each of them full power and authority to do and perform, in the
name and on behalf of the undersigned, every act whatsoever as any of said
attorneys individually may deem necessary or advisable to fully carry out the
intent of the foregoing as the undersigned might or could do in person. The
undersigned hereby ratifies, confirms and approves the actions of said
attorneys and each of them which they may do or cause to be done by virtue of
these Presents.
IN WITNESS WHEREOF, the undersigned had executed this Power of attorney
this 22nd day of March, 1994.
/s/ Christopher S. Ruisi
_____________________________
Christopher S. Ruisi
<PAGE>8
POWER OF ATTORNEY
USLIFE Corporation
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
USLIFE Corporation, a New York corporation, (the "Company") does hereby make,
constitute and appoint Gordon E. Crosby, Jr. and Richard G. Hohn and each of
them individually as the true and lawful attorney of the undersigned with power
to act with or without the other and with power of substitution, and in his
name, place and stead and his capacity as an officer or director or both to
execute, deliver and file a registration statement on Form S-8 (or other
appropriate form) covering up to 250,000 shares of the Company's Common Stock
par value $1 per share together with any Common Stock Purchase Rights
appertaining thereto, with the Securities and Exchange Commission, to be issued
in connection with the Company's Non-Employee Directors' Stock Option Plan as
authorized by the Company's Board of Directors and any amendments to such
registration statement including post effective amendments and any other
documents in support thereof or supplemental thereto, hereby granting to said
attorneys and each of them full power and authority to do and perform, in the
name and on behalf of the undersigned, every act whatsoever as any of said
attorneys individually may deem necessary or advisable to fully carry out the
intent of the foregoing as the undersigned might or could do in person. The
undersigned hereby ratifies, confirms and approves the actions of said
attorneys and each of them which they may do or cause to be done by virtue of
these Presents.
IN WITNESS WHEREOF, the undersigned had executed this Power of attorney
this 22nd day of March, 1994.
/s/ Franklin R. Saul
_____________________________
Franklin R. Saul
<PAGE>9
POWER OF ATTORNEY
USLIFE Corporation
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
USLIFE Corporation, a New York corporation, (the "Company") does hereby make,
constitute and appoint Gordon E. Crosby, Jr. and Richard G. Hohn and each of
them individually as the true and lawful attorney of the undersigned with power
to act with or without the other and with power of substitution, and in his
name, place and stead and his capacity as an officer or director or both to
execute, deliver and file a registration statement on Form S-8 (or other
appropriate form) covering up to 250,000 shares of the Company's Common Stock
par value $1 per share together with any Common Stock Purchase Rights
appertaining thereto, with the Securities and Exchange Commission, to be issued
in connection with the Company's Non-Employee Directors' Stock Option Plan as
authorized by the Company's Board of Directors and any amendments to such
registration statement including post effective amendments and any other
documents in support thereof or supplemental thereto, hereby granting to said
attorneys and each of them full power and authority to do and perform, in the
name and on behalf of the undersigned, every act whatsoever as any of said
attorneys individually may deem necessary or advisable to fully carry out the
intent of the foregoing as the undersigned might or could do in person. The
undersigned hereby ratifies, confirms and approves the actions of said
attorneys and each of them which they may do or cause to be done by virtue of
these Presents.
IN WITNESS WHEREOF, the undersigned had executed this Power of attorney
this 22nd day of March, 1994.
/s/ Robert L. Shafer
_____________________________
Robert L. Shafer
<PAGE>10
POWER OF ATTORNEY
USLIFE Corporation
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
USLIFE Corporation, a New York corporation, (the "Company") does hereby make,
constitute and appoint Gordon E. Crosby, Jr. and Richard G. Hohn and each of
them individually as the true and lawful attorney of the undersigned with power
to act with or without the other and with power of substitution, and in his
name, place and stead and his capacity as an officer or director or both to
execute, deliver and file a registration statement on Form S-8 (or other
appropriate form) covering up to 250,000 shares of the Company's Common Stock
par value $1 per share together with any Common Stock Purchase Rights
appertaining thereto, with the Securities and Exchange Commission, to be issued
in connection with the Company's Non-Employee Directors' Stock Option Plan as
authorized by the Company's Board of Directors and any amendments to such
registration statement including post effective amendments and any other
documents in support thereof or supplemental thereto, hereby granting to said
attorneys and each of them full power and authority to do and perform, in the
name and on behalf of the undersigned, every act whatsoever as any of said
attorneys individually may deem necessary or advisable to fully carry out the
intent of the foregoing as the undersigned might or could do in person. The
undersigned hereby ratifies, confirms and approves the actions of said
attorneys and each of them which they may do or cause to be done by virtue of
these Presents.
IN WITNESS WHEREOF, the undersigned had executed this Power of attorney
this 22nd day of March, 1994.
/s/ William G. Sharwell
_____________________________
William G. Sharwell
<PAGE>11
POWER OF ATTORNEY
USLIFE Corporation
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
USLIFE Corporation, a New York corporation, (the "Company") does hereby make,
constitute and appoint Gordon E. Crosby, Jr. and Richard G. Hohn and each of
them individually as the true and lawful attorney of the undersigned with power
to act with or without the other and with power of substitution, and in his
name, place and stead and his capacity as an officer or director or both to
execute, deliver and file a registration statement on Form S-8 (or other
appropriate form) covering up to 250,000 shares of the Company's Common Stock
par value $1 per share together with any Common Stock Purchase Rights
appertaining thereto, with the Securities and Exchange Commission, to be issued
in connection with the Company's Non-Employee Directors' Stock Option Plan as
authorized by the Company's Board of Directors and any amendments to such
registration statement including post effective amendments and any other
documents in support thereof or supplemental thereto, hereby granting to said
attorneys and each of them full power and authority to do and perform, in the
name and on behalf of the undersigned, every act whatsoever as any of said
attorneys individually may deem necessary or advisable to fully carry out the
intent of the foregoing as the undersigned might or could do in person. The
undersigned hereby ratifies, confirms and approves the actions of said
attorneys and each of them which they may do or cause to be done by virtue of
these Presents.
IN WITNESS WHEREOF, the undersigned had executed this Power of attorney
this 22nd day of March, 1994.
/s/ William A. Simpson
_____________________________
William A. Simpson
<PAGE>12
POWER OF ATTORNEY
USLIFE Corporation
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
USLIFE Corporation, a New York corporation, (the "Company") does hereby make,
constitute and appoint Gordon E. Crosby, Jr. and Richard G. Hohn and each of
them individually as the true and lawful attorney of the undersigned with power
to act with or without the other and with power of substitution, and in his
name, place and stead and his capacity as an officer or director or both to
execute, deliver and file a registration statement on Form S-8 (or other
appropriate form) covering up to 250,000 shares of the Company's Common Stock
par value $1 per share together with any Common Stock Purchase Rights
appertaining thereto, with the Securities and Exchange Commission, to be issued
in connection with the Company's Non-Employee Directors' Stock Option Plan as
authorized by the Company's Board of Directors and any amendments to such
registration statement including post effective amendments and any other
documents in support thereof or supplemental thereto, hereby granting to said
attorneys and each of them full power and authority to do and perform, in the
name and on behalf of the undersigned, every act whatsoever as any of said
attorneys individually may deem necessary or advisable to fully carry out the
intent of the foregoing as the undersigned might or could do in person. The
undersigned hereby ratifies, confirms and approves the actions of said
attorneys and each of them which they may do or cause to be done by virtue of
these Presents.
IN WITNESS WHEREOF, the undersigned had executed this Power of attorney
this 22nd day of March, 1994.
/s/ Beryl W. Sprinkel
_____________________________
Beryl W. Sprinkel
<PAGE>13
POWER OF ATTORNEY
USLIFE Corporation
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
USLIFE Corporation, a New York corporation, (the "Company") does hereby make,
constitute and appoint Gordon E. Crosby, Jr. and Richard G. Hohn and each of
them individually as the true and lawful attorney of the undersigned with power
to act with or without the other and with power of substitution, and in his
name, place and stead and his capacity as an officer or director or both to
execute, deliver and file a registration statement on Form S-8 (or other
appropriate form) covering up to 250,000 shares of the Company's Common Stock
par value $1 per share together with any Common Stock Purchase Rights
appertaining thereto, with the Securities and Exchange Commission, to be issued
in connection with the Company's Non-Employee Directors' Stock Option Plan as
authorized by the Company's Board of Directors and any amendments to such
registration statement including post effective amendments and any other
documents in support thereof or supplemental thereto, hereby granting to said
attorneys and each of them full power and authority to do and perform, in the
name and on behalf of the undersigned, every act whatsoever as any of said
attorneys individually may deem necessary or advisable to fully carry out the
intent of the foregoing as the undersigned might or could do in person. The
undersigned hereby ratifies, confirms and approves the actions of said
attorneys and each of them which they may do or cause to be done by virtue of
these Presents.
IN WITNESS WHEREOF, the undersigned had executed this Power of attorney
this 22nd day of March, 1994.
/s/ Pinkney C. Walker
_____________________________
Pinkney C. Walker
