<PAGE>
CONFORMED COPY
As filed with the Securities and Exchange Commission on __________, 1999
Registration No. 333-
________________________________________________________________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
WHIRLPOOL CORPORATION
- --------------------------------------------------------------------------------
(Exact name of issuer as specified in its charter)
Delaware 38-1490038
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2000 North M-63, Benton Harbor, Michigan 49022-2962
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
WHIRLPOOL CORPORATION NONEMPLOYEE DIRECTOR STOCK OWNERSHIP PLAN
- --------------------------------------------------------------------------------
(Full Title of the plan)
Robert T. Kenagy, Esq., Associate General Counsel and Secretary, Whirlpool
Corporation,
Law Department, Mail Drop 2200, 2000 North M-63, Benton Harbor, Michigan
49022-2692
- --------------------------------------------------------------------------------
(Name and address of agent for service)
616-923-3910
- --------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
Proposed
Maximum
Amount to be Offering Proposed Maximum
Title of Securities to Registered Price Per Aggregate Offering Amount of
be Registered Share (1) Price (1) Registration Fee
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $1.00 100,000 $66.625 $6,662,500 $1,852.18
shares
- --------------------------------------------------------------------------------------------------------
</TABLE>
Notes:
1. Calculated pursuant to Rule 457(h) of Regulation C based on an assumed
price of $66.625 per share, which represents the average of the high and low
prices of such securities reported on the New York Stock Exchange Composite Tape
on April 26, 1999.
<PAGE>
Pursuant to General Instruction E to Form S-8, this Registration Statement
registers additional securities of the same class as other securities registered
on Registration Statement No. 33-34037 on Form S-8 filed April 2, 1990 with the
Commission. The contents of such earlier Registration Statement are hereby
incorporated in this Registration Statement by reference.
Item 8. Exhibits.
- ------ --------
See Exhibit Index.
<PAGE>
SIGNATURES
The Registrant.
- ---------------
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Benton Harbor, State of Michigan, on April 28, 1999.
WHIRLPOOL CORPORATION
By: /s/ Daniel F. Hopp
-------------------------
Daniel F. Hopp
Senior Vice President
Corporate Affairs and
General Counsel
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
- --------- ----- ----
David. R. Whitwam* Director, Chairman of the Board
and Chief Executive Officer
Robert A. Burnett* Director
Herman Cain* Director
Gary T. DiCamillo* Director
Allan D. Gilmour* Director
Kathleen J. Hempel* Director
James M. Kilts* Director April 28, 1999
Arnold G. Langbo* Director
Miles L. Marsh* Director
Philip L. Smith* Director
Paul G. Stern* Director
Janice D. Stoney* Director
Ralph F. Hake* Senior Executive Vice President
and Chief Financial Officer
(Principal Financial Officer)
Mark Brown* Vice President and Controller
(Principal Accounting Officer)
*By: /s/ Daniel F. Hopp Attorney in Fact April 28, 1999
----------------------------------------
Daniel F. Hopp
<PAGE>
EXHIBIT INDEX
-------------
Exhibit Description
Number of Document
- ------ -----------
4(a) Restated Certificate of Incorporation of Whirlpool
Corporation (filed as Exhibit 3(i) to Whirlpool
Corporation's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993,
Commission File No. 1-3932, and incorporated
herein by reference.)
4(b) By-laws of the Company, as amended and restated
February 17, 1998 (filed as Exhibit 3(ii) to Whirlpool
Corporation's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997, Commission
File No. 1-3932, and incorporated herein by reference.)
4(c) Rights Agreement, dated April 21, 1998, between Whirlpool
Corporation and First Chicago Trust Company of New York,
(filed on Whirlpool Corporation's Form 8-K filed on April
27, 1998, Commission File No. 1-3932, and incorporated
herein by reference).
4(d) Whirlpool Corporation Nonemployee Director Stock
Ownership Plan, as amended April 20, 1999.
5 Opinion of Robert J. LaForest, Esq. Re: Legality
23 Consent of Ernst & Young LLP
23(c) Consent of Robert J. LaForest (included in Exhibit 5(a))
24 Powers of Attorney
<PAGE>
WHIRLPOOL CORPORATION
NONEMPLOYEE DIRECTOR STOCK OWNERSHIP PLAN
(AS AMENDED APRIL 20, 1999)
ARTICLE 1
GENERAL
1.1 PURPOSE
Whirlpool Corporation, a Delaware corporation (the "Corporation"), hereby adopts
this Nonemployee Director Stock Ownership Plan (the "Plan"). The purpose of the
Plan is to foster and promote the long-term financial success of the Corporation
by attracting and retaining outstanding nonemployee directors by enabling them
to participate in the Corporation's growth through automatic, nondiscretionary
awards of Common Stock (as defined in Section 1.3), Options (as defined in
Section 3.1), and Common Stock Equivalents (as defined in Section 4.1). Common
Stock awards, Options, and Common Stock Equivalents are collectively and
interchangeably referred to herein as "Awards."
1.2 PARTICIPATION
Only directors of the Corporation who at the time an Award is made meet the
following criteria ("Directors") shall receive Awards under the Plan: (a) the
director is not, and has not been for at least one year, an employee or officer
of the Corporation or any subsidiary of the Corporation and (b) the director is
a "Nonemployee Director" as such term is defined in Rule 16b-3 promulgated under
the Securities Exchange Act of 1934 (the "Exchange Act") or any similar rule
which may subsequently be in effect ("Rule 16b-3").
1.3 SHARES SUBJECT TO THE PLAN
Shares of stock covered by Awards under the Plan may be in whole or in part
authorized and unissued or treasury shares of the Corporation's common stock,
$1.00 par value per share, or such other shares as may be substituted pursuant
to Section 5.2 ("Common Stock"). The maximum number of shares of Common Stock
that may be issued for all purposes under the Plan shall be 300,000 (subject to
adjustment pursuant to Section 5.2). Any shares of Common Stock subject to an
Option that for any reason is canceled or terminated without having been
exercised, shall again be available for Awards under the Plan. No fractional
shares shall be issued.
1.4 GENDER AND NUMBER
Except when otherwise indicated by the context, words in the masculine gender
when used in the Plan shall include the feminine gender, the singular shall
include the plural, and the plural shall include the singular.
<PAGE>
ARTICLE II
STOCK AWARDS
2.1 AWARD OF COMMON STOCK
Effective on the date of each annual meeting of stockholders, each Director in
office at the conclusion of such meeting will automatically be awarded 400
(subject to adjustment pursuant to Section 5.2) shares of Common Stock. In
addition, if a person first becomes a Director more than six months before the
first anniversary of the immediately preceding annual meeting, such person will
automatically be awarded 400 (subject to adjustment pursuant to Section 5.2)
shares of Common Stock on the date he or she becomes a Director. The shares of
Common Stock awarded pursuant to this Section 2.1 will not be subject to any
restriction under the Plan, provided that no such shares of Common Stock may be
sold within the first six months after they are awarded, unless the death of the
Director occurs during such period.
ARTICLE III
STOCK OPTION AWARDS
3.1 AWARD OF STOCK OPTIONS
Effective on the date of each annual meeting of stockholders, if the "Grant
Condition" for the immediately preceding fiscal year (the "Prior Year") was
satisfied, each Director then in office will automatically be awarded a stock
option (an "Option") under the Plan to purchase 600 (subject to adjustment
pursuant to Section 5.2) shares of Common Stock. The Grant Condition for any
Prior Year will be satisfied if the "EFCO" for the Prior Year is 110% or more of
the EFCO for the fiscal year before the Prior Year (the "Base Year"). EFCO
means the Corporation's consolidated earnings from continuing operations before
the after-tax effects of: (a) extraordinary items; (b) changes in accounting
principles; (c) gains and losses from business dispositions shown separately on
the Corporation's published earnings statement, and (d) restructuring charges
shown separately on the Corporation's published earnings statement.
Restructuring charges mean costs related to the elimination or reduction of
product lines or the consolidation of plant facilities, including losses from
asset impairments and disposals relating thereto, and costs of severance and
termination benefits relating to the foregoing or to reductions in personnel.
If there shall be any change in the Corporation's fiscal year, the EFCO from any
resulting fiscal year which contains less or more than 12 months shall be
adjusted by multiplying the EFCO for such shorter or longer year by a fraction
equal to 12 divided by the number of months in such shorter or longer year. Any
question as to the computation of EFCO and whether the Grant condition is
satisfied for any year shall be resolved by the Corporation's independent public
accountants.
3.2 STOCK OPTION CERTIFICATES
The award of an Option shall be evidenced by a certificate executed by an
officer of the Corporation.
<PAGE>
3.3 OPTION PRICE
The purchase price for Common Stock under each Option (the "Option Price")
granted as of the annual meeting following any Prior Year shall be the average
Fair Market Value of the Common Stock for the third through the fifth days for
which trading in the Common Stock is published after the date on which the
Corporation makes a public release of its earnings data for the Base Year.
3.4 EXERCISE AND TERM OF OPTIONS
(a) Options may be exercised by the delivery of written notice of exercise and
the Option Price for the shares to be purchased to the Corporate Secretary of
the Corporation. The Option Price may be paid in cash (including check, bank
draft or money order) or, unless in the opinion of counsel to the Corporation to
do so may result in a possible violation of law, by delivery of Common Stock
already owned by the Director, valued at Fair Market Value on the date of the
exercise. As soon as practicable after receipt of each notice and full payment,
the Corporation shall deliver to the Director a certificate or certificates
representing the acquired shares of Common Stock.
(b) Each Option may be exercised at any time after the date it is awarded until
(subject to Section 5.1) the first to occur of the twentieth anniversary of the
date such Option was awarded or the fifth anniversary of the date the Director
ceases to be a Director, provided that no Option shall be exercisable within the
first six months of its term, unless death or disability of the Director occurs
during such period. In the event that the death or disability of the Director
does occur and an Option is exercised in that period, any shares of Common Stock
issued on such exercise may not be sold until the sixth month anniversary of the
date of the grant of the Option.
ARTICLE IV
COMMON STOCK EQUIVALENTS AWARDS
4.1 AWARDS OF COMMON STOCK EQUIVALENTS
Effective on the date of each annual meeting of stockholders beginning in 1999,
each Director in office at the conclusion of such meeting will automatically be
awarded 400 (subject to adjustment pursuant to Section 5.2) hypothetical shares
of Common Stock (each a Common Stock Equivalent). Each Director's Common Stock
Equivalents will be held in an account ("Account") and the Director will not be
entitled to receive the Common Stock represented by the Common Stock Equivalents
until the Director ceases to be a Director of the Company.
4.2 INITIAL VESTED COMMON STOCK EQUIVALENTS
In addition to the award of Common Stock Equivalents set forth in Section 4.1
above, each Director in office at the conclusion of the 1999 annual meeting
shall immediately have credited to his Account the number of Common Stock
Equivalents equal to the net present dollar value of the Director's vested
retirement benefit as of February 16, 1999, divided by the Fair Market Value of
the Common Stock on February 16, 1999.
<PAGE>
4.3 DIVIDEND EQUIVALENTS
In addition to the award of Common Stock Equivalents set forth above, the
Company shall credit to each Director's Account an additional number of Common
Stock Equivalents as of each dividend payment date declared with respect to the
Company's Common Stock. The additional number of Common Stock Equivalents to be
credited to each Account shall be equal to:
(a) the product of (i) the dividend per share of the Common Stock which is
payable as of the dividend payment date, multiplied by (ii) the number of
whole Common Stock Equivalents credited to the Account as of the applicable
dividend record date;
DIVIDED BY
----------
(b) the closing price of a share of the Common Stock on the dividend payment
date (or if such stock was not traded on that date, on the next preceding
date on which it was traded), as reported in the New York Stock Exchange
Composite Transactions.
4.4 STOCK CERTIFICATE
Within a reasonable time after a Director ceases to be a Director of the
Company, but in no event more than 60 days after receiving a written request
from the former Director, the Company will deliver to the former Director, or
his legal representative, a certificate for such shares of Common Stock as are
represented by the total number of Common Stock Equivalents in the former
Director's Account. Any fractional shares to which the former Director would
otherwise be entitled will be eliminated.
ARTICLE V
MISCELLANEOUS PROVISIONS
5.1 NON TRANSFERABILITY; BENEFICIARIES
No Option or Common Stock Equivalent awarded under the Plan shall be
transferable by the Director otherwise than by will or, if the Director dies
intestate, by the laws of descent and distribution. All Awards shall be
exercisable or received during the Director's lifetime only by the Director or
his legal representative. Any transfer contrary to this Section 5.1 will
nullify the Option or Common Stock Equivalent. In the event of a Director's
death prior to the exercise of any Options which were then exercisable, such
Options may be exercised within one year after the Director's death (regardless
of the expiration date of such Options under Section 3.4(b)) by the Director's
beneficiary, designated as provided below, or, in the absence of any such
designation, his estate. Any certificates for shares of Common Stock which were
not delivered to a Director prior to his death and any dividends related thereto
and not so delivered will be delivered to such beneficiary or, if no designation
was made, his estate. Each Director may name, from time to time, any
beneficiary or beneficiaries (who may be named contingently or successively) who
may exercise such Options and receive such certificates and dividends. Each
designation will revoke
<PAGE>
all prior designations by such Director, will be in writing and will be
effective only when filed during his lifetime with the Secretary of the
Corporation.
5.2. ADJUSTMENT UPON CERTAIN CHANGES
In the event of a stock dividend or stock split, or combination or other
reduction in the number of issued shares of Common Stock, a merger,
consolidation, reorganization, recapitalization, sale or exchange of
substantially all assets, or dissolution of the Corporation, the Board of
Directors shall, in order to prevent the dilution or enlargement of rights under
this Plan, make such adjustments in the number and type of shares of Common
Stock and Common Stock Equivalents authorized by the Plan, and the number and
type of shares of Common Stock covered by outstanding Options and Option Prices
specified therein as may be determined to be appropriate and equitable. In the
event fractional shares of Common Stock would otherwise result from any such
adjustment, the number of shares of Common Stock so authorized and covered and
the prices thereof shall be further adjusted so as to eliminate such fractions.
5.3 AMENDMENT, SUSPENSION AND TERMINATION OF PLAN
The Board of Directors may suspend or terminate the Plan or any portion thereof
at any time and may amend it from time to time in such respects as the Board of
Directors may deem advisable in order that any Awards thereunder shall conform
to or otherwise reflect any change in applicable laws or regulations, or to
permit the Corporation or the Directors to enjoy the benefits of any change in
applicable laws or regulations, or in any other respect the Board of Directors
may deem to be in the best interests of the Corporation; provided, however, that
no such amendment shall, without stockholder approval to the extent required by
law, agreement, or the rules of any exchange upon which the Common Stock is
listed, (a) except as provided in Section 5.2, materially increase the number of
shares of Common Stock which may be issued under the Plan, (b) materially modify
the requirements as to eligibility for participation in the Plan, (c) materially
increase the benefits accruing to Directors under the Plan, or (d) extend the
termination date of the Plan. No such amendment, suspension, or termination
shall (x) impair the rights of Directors under any outstanding Option or Common
Stock Equivalent without the consent of the Directors affected thereby or (y)
make any change that would disqualify the Plan, or any other plan of the
Corporation intended to be so qualified, from the exemption provided by Rule
16b-3. No provision of the Plan that states the amount and price of securities
to be awarded, specifies the timing of Awards, or sets forth the formula that
determines the amount, price, and timing of Awards may be amended more than once
every six months, except to comport with changes in the Internal Revenue Code of
1986, as amended, or the Employee Retirement Income Security Act, or the rules
thereunder.
5.4. DEFINITION OF FAIR MARKET VALUE
The term "Fair Market Value" as it relates to Common Stock on any given date
means (a) the mean of the high and low sales prices of the Corporation's Common
Stock as reported by the Composite Tape of the New York Stock Exchange (or, if
not so reported, on any domestic stock exchanges on which the Common Stock is
then listed); or (b) if the Common Stock is not listed on any domestic stock
exchange, the mean of the high and low sales prices of the Corporation's Common
Stock as
<PAGE>
reported by the National Association of Securities Dealers Automated Quotation
System (or, if not so reported, by the system then regarded as the most reliable
source of such quotations) or, if there are no reported sales on such date, the
mean of the closing bid and asked prices as so reported; or (c) if the Common
Stock is listed on a domestic exchange or quoted in the domestic over-the-
counter market, but there are not reported sales or quotations, as the case may
be, on the given date, the value determined pursuant to (a) or (b) above using
the reported sale prices or quotations on the last previous date on which so
reported; or (d) if none of the foregoing clauses apply, the fair value as
determined in good faith by the Corporation's Board of Directors.
5.5 PLAN NOT EXCLUSIVE
The adoption of the Plan shall not preclude the adoption by appropriate means of
any other stock option or other incentive plan for Directors.
5.6 REPORTS
The Corporation shall supply each Director, not less frequently than once each
year, a report stating whether the Grant Condition was satisfied for the
preceding year, the number of shares of Common Stock covered by Options held by
such Director, and the Option Prices thereof. The report shall also state the
number of Common Stock Equivalents in the Director's Account.
5.7 LISTING, REGISTRATION AND LEGAL COMPLIANCE
Each Option and Award of Common Stock Equivalents shall be subject to the
requirement that if at any time counsel to the Corporation shall determine that
the listing, registration, or qualification thereof or of any shares of Common
Stock or other property subject thereto upon any securities exchange or under
any foreign, federal, or state securities or other law or regulation, or the
consent or approval of any governmental body or the taking of any other action
to comply with or otherwise with respect to any such law or regulation, is
necessary or desirable as a condition to or in connection with the award of such
Option or Common Stock Equivalents or the issue, delivery, or purchase of shares
of Common Stock or other property thereunder, no such Award may be exercised or
paid in Common Stock or other property unless such listing, registration,
qualification, consent, approval, or other action shall have been effected or
obtained free of any conditions not acceptable to the Corporation. The holder
of the award will supply the Corporation with such certificates,
representations, and information as the Corporation shall request and shall
otherwise cooperate with the Corporation in effecting or obtaining such listing,
registration, qualification, consent, approval, or other action. The
Corporation may at any time impose any limitations upon the exercise, delivery,
or payment of any Award that, in the opinion of the Board of Directors, are
necessary or desirable in order to cause the Plan or any other plan of the
Corporation to comply with Rule 16b-3. If the Corporation, as part of an
offering of securities or otherwise, finds it desirable because of foreign,
federal, or state legal or regulatory requirements to reduce the period during
which Options may be exercised, the Board of Directors may, without the holders'
consent, so reduce such period on not less than 15 days' written notice to the
holders thereof.
<PAGE>
5.8 RIGHTS OF DIRECTORS
Nothing in the Plan shall confer upon any Director any right to serve as a
Director for any period of time or to continue his present or any other rate of
compensation.
5.9 REQUIREMENTS OF LAW; GOVERNING LAW
The granting of Awards and the issuance of shares of Common Stock shall be
subject to all applicable laws, rules, and regulations and to such approvals by
any governmental agencies or national securities exchanges as may be required.
The Plan, and all agreements hereunder, shall be construed in accordance with
and governed by the laws of the State of Delaware. The provisions of this Plan
shall be interpreted so as to comply with the conditions or requirements of Rule
16b-3 under the Securities Exchange Act of 1934, as amended, unless applicable
law otherwise requires a contrary interpretation of any such provision.
5.10 FINAL DATE FOR AWARDS
No Awards shall be made hereunder after April 30, 2009.
/ / / /
<PAGE>
[LETTERHEAD OF WHIRLPOOL APPEARS HERE]
April 28, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
I have acted as counsel to Whirlpool Corporation (the "Company") in
connection with the preparation of the Registration Statement on Form S-8 filed
today under the Securities Act of 1933, as amended (the "Registration
Statement"), covering shares of common stock, $1.00 par value per share, of the
Company (the "Common Stock") which may be issued to participants under the
Whirlpool Corporation Nonemployee Director Stock Ownership Plan (the "Plan").
I have examined the Plan and such other records, documents, and matters of
law and satisfied myself as to such matters of fact as I have deemed relevant
for purposes of this opinion. In rendering this opinion, I have assumed without
investigation that the information supplied to me by the Company and its
employees and agents is accurate and complete.
Based upon and subject to the foregoing, I am of the opinion that, assuming
that the shares of Common Stock (the "Shares") will be issued in accordance with
the terms of the Plan and in the manner described in the Registration Statement,
the Shares to be issued to participants under the Plan will be legally issued,
fully paid, and non-assessable when so delivered pursuant to and in accordance
with the terms and conditions of the Plan.
I do not find it necessary for purposes of this opinion, and accordingly do
not purport herein, to cover the application of the securities of "Blue Sky"
laws of the various states to the delivery of the Shares to the participants
pursuant to and in accordance with the terms and conditions of the Plan.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me included in and made a part of
the Registration Statement.
Sincerely,
Robert J. LaForest
RJL/ah
<PAGE>
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in the Registration Statement (Form
S-8) dated April 23, 1999 pertaining to the Whirlpool Corporation 1999
Nonemployee Director Stock Ownership Plan of our report dated January 21, 1999,
with respect to the consolidated financial statements and schedule of Whirlpool
Corporation and subsidiaries, incorporated by reference or included in its
Annual Report (Form 10-K) for the year ended December 31, 1998, filed with the
Securities and Exchange Commission.
Chicago, Illinois
April 23, 1999
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a
director or officer, or both, of WHIRLPOOL CORPORATION, a Delaware corporation
(the "Company") does hereby constitute and appoint DAVID R. WHITWAM, RALPH F.
HAKE, and DANIEL F. HOPP, with full power to each of them to act alone, as the
true and lawful attorneys and agents of the undersigned, with full power of
substitution and resubstitution to each of said attorneys, to execute, file, or
deliver any and all instruments and to do any and all acts and things which said
attorneys and agents, or any of them, deem advisable to enable the Company, and
the Whirlpool Corporation Nonemployee Director Stock Ownership Plan (the
"Plan"), to comply with the Securities Act of 1933, as amended, and any
requirements of the Securities and Exchange Commission in respect thereto, in
connection with the registration under said Securities Act of an additional
100,000 shares of common stock of the Company (for a total of 300,000 shares of
common stock registered under the Plan) which may be offered or delivered to
participants in the Plan, including specifically, but without limitation of the
general authority hereby granted, the power of authority to sign his or her name
as director or officer, or both, of the Company, as indicated below opposite his
or her signature:
(i) to the registration statements, or any amendments, post-effective
amendments, deregistrations or papers supplemental thereto, to be
filed in respect of said shares of common stock of the Company, and
to the prospectuses or any amendments, supplements or revisions
thereof, to be filed with said registration statements or with any
amendments or post-effective amendments to said registration
statements;
(ii) to any amendments or post-effective amendments or deregistrations as
shall be necessary or appropriate to any registration statements
heretofore filed under said Securities Act with respect to shares of
common stock of the Company; and
(iii) to said prospectuses or any amendments, supplements, or revisions
thereof to be filed with any registration statements (or with any
amendments or post-effective amendments thereto) heretofore filed
under said Securities Act with respect to shares of common stock of
the Company; and each of the undersigned does hereby fully ratify and
confirm all that said attorneys and agents, or any of them, or the
substitute of any of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, each of the undersigned has subscribed these presents
this 16th day of February, 1999.
Name Title
/s/ David R. Whitwam Director, Chairman of the Board and
- ---------------------------------
David R. Whitwam Chief Executive Officer
(Principal Executive Officer)
<PAGE>
Name Title
/s/ Ralph F. Hake Senior Executive Vice President and
- ---------------------------------
Ralph F. Hake Chief Financial Officer
(Principal Financial Officer)
/s/ Mark E. Brown Vice President and Controller
- ---------------------------------
Mark E. Brown (Principal Accounting Officer)
/s/ Robert A. Burnett Director
- ---------------------------------
Robert A. Burnett
/s/ Herman Cain Director
- ---------------------------------
Herman Cain
/s/ Gary T. DiCamillo Director
- ---------------------------------
Gary T. DiCamillo
Director
- ---------------------------------
H. Miguel Etchenique
/s/ Allan D. Gilmour Director
- ---------------------------------
Allan D. Gilmour
/s/ Kathleen J. Hempel Director
- ---------------------------------
Kathleen J. Hempel
/s/ Arnold G. Langbo Director
- ---------------------------------
Arnold G. Langbo
/s/ Miles L. Marsh Director
- ---------------------------------
Miles L. Marsh
/s/ Philip L. Smith Director
- ---------------------------------
Philip L. Smith
/s/ Paul G. Stern Director
- ---------------------------------
Paul G. Stern
/s/ Janice D. Stoney Director
- ---------------------------------
Janice D. Stoney
