As Filed with the Securities and Exchange Commission on February 6, 1996
Registration No. 2-39729
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
COTTON STATES LIFE INSURANCE COMPANY
(Exact name of issuer as specified in its charter)
Georgia 58-0830929
(State of incorporation (I.R.S. Employer Identification No.)
jurisdiction)
244 Perimeter Center Parkway, Atlanta, Georgia 30346
(Address of Principal Executive Offices) (Zip Code)
COTTON STATES LIFE INSURANCE COMPANY
1995 PERFORMANCE SHARE AWARDS PLAN
(Full title of Plan)
Thomas O. Powell, Esquire
Peterson Dillard Young Asselin Powell & Wilson
Suite 1100, 230 Peachtree Street, N.W.
Atlanta, Georgia 30303
(Name and address of agent for service)
(404) 523-3300
(Telephone number, including area code, of agent for service)
Approximate date of proposed sale to the public: From time to time after
the effective date of the Registration Statement.
The total number of pages in this document is 16.
CALCULATION OF REGISTRATION FEE
Title of
securities Amount of Proposed maximum Proposed maximum Amount of
to be shares to be offering price aggregate registration
registered registered1 per share2 offering price2 fee2
Cotton States
Life Insurance
Company Common 150,000 $9.50 $1,425,000 $491.38
Stock
1 This Registration Statement also covers any additional shares that
hereafter may be awarded as a result of the adjustment and
anti-dilution provisions of the Cotton States Life Insurance Company
1995 Performance Share Awards Plan.
2 In accordance with Rule 457(h), computed with respect to 150,000
shares at $9.50 per share (the average of the closing bid and asked
price of such shares on February 2, 1996).
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents filed by Company with the Commission are
incorporated herein by reference:
(a) The Company's annual report on Form 10-K for the year ended
December 31, 1994; and
(b) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, since
December 31, 1994.
All documents filed by the Company or the Plan pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended after the filing of this Registration Statement and prior to the
filing of a post-effective amendment which indicates that all securities
offered hereby have been sold, or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated herein by reference
and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities
General
The Company's authorized capital stock consists of 5,000,000 shares
of common stock, $1 par value per share. The Company has outstanding
3,395,863 shares of its common stock. In addition, the Company has
reserved 500,000 shares of common stock for issuance under the Incentive
Stock Option Plan of the Company, of which 179,155 shares remain subject
to issuance. The currently outstanding shares of common stock are, and
the shares of common stock registered hereunder will be upon issuance,
validly issued, fully paid and non-assessable.
Holders of shares of common stock are entitled to receive such
dividends as may be declared by the Board of Directors of the Company out
of funds legally available for such purpose. Upon liquidation,
dissolution or winding up of the Company, the holders of common stock are
entitled to share ratably in all assets available for distribution after
payment in full of creditors. The holders of the common stock have no
preemptive rights or conversion rights. The common stock is not
redeemable.
All voting rights are vested in the holders of the common stock and
they are entitled to one vote per share. The holders of the common stock
do not have cumulative voting rights, which means that the holders of
more than 50% of the shares voting for the election of directors can
elect all of the directors if they so choose.
The Company's Charter requires the affirmative vote of the holders
of a majority of the outstanding shares of common stock in order to
approve corporate transactions such as mergers, consolidations, sales of
substantially all of the property or assets of the Company, and
liquidation or dissolution of the Company.
Reports to Stockholders
The Company furnishes its stockholders with annual reports
containing audited financial statements.
Transfer Agent
The transfer agent for the Company's common stock is Trust Company
Bank, Atlanta, Georgia.
Item 5. Interests of Named Experts and Counsel
Omitted; inapplicable.
Item 6. Indemnification of Directors and Officers
The Company's Charter and Bylaws provide that the Company shall, to
the full extent permitted by Sections 14-2-850 through 14-2-859 of the
Georgia Business Corporation Code, as amended from time-to-time ("Section
14-2-850"), indemnify all persons whom it may indemnify pursuant thereto.
In addition, the Company's Charter eliminates personal liability of its
directors to the full extent permitted by Georgia law.
Section 14-2-850 permits a corporation to indemnify its directors
and officers against expenses (including attorney's fees, judgments,
fines and amounts paid in settlements actually and reasonably incurred by
them) in connection with any action, suit or proceeding brought by third
parties if such directors or officers acted in good faith and in a manner
they reasonably believed to be in or not opposed to the best interests of
the corporation and, with respect to any criminal action or proceeding,
had no reason to believe their conduct was unlawful. In a derivative
action, indemnification may be made only for expenses actually and
reasonably incurred by directors and officers in connection with the
defense or settlement of an action or suit and only with respect to a
matter as to which they shall have acted in good faith and in a manner
they reasonably believed to be in or not opposed to the best interest of
the corporation, except that no indemnification shall be made if such
person shall have been adjudged liable to the corporation, unless and
only to the extent that the court in which the action or suit was brought
shall determine upon application that the defendant officers or directors
are reasonably entitled to indemnity for such expenses despite such
adjudication of liability.
The Georgia Business Corporation Code provides that a corporation
may eliminate or limit the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, provided that such provision shall not
eliminate or limit the liability of directors (i) for any breach of the
director's duty or loyalty to the corporation or its stockholders, (ii)
for acts or omissions which involve intentional misconduct or a knowing
violation of law, (iii) for willful or negligent misconduct in paying
dividends or repurchasing stock out of other than lawfully available
funds or (iv) for any transaction from which the director derived an
improper personal benefit. No such provision shall eliminate or limit
the liability of a director for any act or omission occurring prior to
the date when such provision becomes effective.
Item 7. Exemption from Registration Claimed
Omitted; inapplicable.
Item 8. Exhibits
The following exhibits are filed as part of this Registration
Statement:
Exhibit
Number
3 Charter and By-Laws*.
23 Opinion of Peterson Dillard Young Asselin Powell & Wilson.
10 The Company's 1995 Performance Share Awards Plan
23 Consent of KPMG Peat Marwick LLP.
24 Power of Attorney
*Incorporated by reference from Annual Report on Form 10-K for the year
ended December 31, 1994 as filed with the SEC.
Item 9. Undertakings
(a) Rule 415 Offering
The undersigned Company 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) that, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(l)(ii) do not apply
if the registration 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 Company pursuant to section
13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be in the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain unsold at
the termination of the offering.
(b) Filings incorporating subsequent Exchange Act documents by
reference.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Company's annual report pursuant to section 13(a) or section 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 Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(c) Registration Statement on Form S-8
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions,
or otherwise, the Company has been advised that in the opinion of the SEC
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
Company of expenses incurred or paid by a director, officer or
controlling person of the Company 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 Company 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.
SIGNATURES
THE Company
Pursuant to the requirements of the Securities Act of 1933, the
Company 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 or amendment thereto to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Atlanta, State
of Georgia, on this 6th day of February, 1996.
COTTON STATES LIFE INSURANCE COMPANY
By: William Wylie Gaston, III, Chairman
By: John Ridley Howard, President and Chief
Executive Officer
By: Gary Warrington Meader, Treasurer, Chief
Financial Officer, and Chief Accounting
Officer
EXHIBIT 10
COTTON STATES LIFE INSURANCE COMPANY
1995 PERFORMANCE SHARE AWARDS PLAN
1. Purposes.
The 1995 Performance Share Awards Plan (the "Plan") is established to
reward employees of Cotton States Life Insurance Company (the "Company"),
its subsidiaries and affiliates for services performed on behalf of the
Company, to stimulate employees' efforts on the Company's behalf, to
encourage such employees to remain with the Company, and to provide them
with an ownership interest in the common stock of the Company (the
"Common Stock"). The Plan will be beneficial to the Company and its
stockholders by allowing these employees to have a personal financial
stake in the Company through an ownership interest in the Common Stock,
in addition to underscoring their common interest with other stockholders
in increasing the value of the Common Stock over the long term.
2. Effective Date.
The Plan shall be effective as of the date it is adopted by the Board
of Directors of the Company, subject to the approval of the Plan by the
holders of at least a majority of the outstanding shares of common Stock
present, or represented, and entitled to vote at the 1996 Annual Meeting
of Stockholders. Grants of awards may be made under the Plan on and
after its effective date, subject to stockholder approval of the plan as
provided above. In the event such approval is not obtained, any awards
granted under the Plan shall be null and void.
3. Administration of the Plan.
The Plan shall be administered by the Compensation Committee of the
Board of Directors, which shall at all times consist of Directors who are
not eligible to participate in the Plan (the "Committee"). Subject to
the provisions of the Plan, the Committee shall be authorized to
interpret the Plan, to establish, amend and rescind any rules and
regulations relating to the Plan, and to make all other determinations
necessary or advisable for the administration of the Plan. The Committee
shall have sole discretion with respect to the selection of employees to
receive awards under the Plan and the terms and conditions of such
awards, subject to the terms of the Plan. The Committee's interpretation
of the Plan, and all action taken and determinations made by the
Committee pursuant to the powers vested in it hereunder, shall be
conclusive and binding upon all parties concerned including the Company,
its stockholders and persons granted awards under the Plan. The Chairman
of the Board and Chief Executive Officer of the Company shall be
authorized to implement the Plan in accordance with its terms and to take
or cause to be taken such action of a ministerial nature as shall be
necessary to effectuate the intent and purposes thereof; provided,
however, that no authority of the Committee shall be delegated with
regard to any matter or action affecting an officer subject to Section 16
of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
4. Participation in the Plan
Regular full-time employees of the Company, its subsidiaries and
affiliates, including officers, whether or not directors of the Company,
shall be eligible to participate in the Plan. Directors who are not
regular employees are not eligible.
5. Performance Share Awards.
The Committee may grant awards of shares of Common Stock of the
Company if the performance of the Company or any subsidiary, division, or
affiliate of the Company selected by the Committee during the Award
Period, as defined herein, meets certain goals established by the
Committee (the "Performance Share Awards"). Such Performance Share
Awards shall be subject to the following terms and conditions and such
other terms and conditions as the Committee may prescribe:
a. Award Period and Performance Goals. The Committee shall
determine and include in a Performance Share Award grant the period of
time for which a Performance Share Award is made (the "Award Period").
The Committee shall also establish performance objectives (the
"Performance Goals") to be met by the Company, subsidiary, division, or
affiliate during the Award Period as a condition to payment of the
Performance Share Award. The Performance Goals may include earnings per
share, or other measurements deemed appropriate by the Committee.
b. Issuance of Performance Share Awards. The Committee shall
establish the method of calculating the number of shares of Common Stock
to be issued under a Performance Share Award if the Performance Goals are
met, including the fixing of a maximum award amount and the applicable
vesting period, provided, however, all Performance Shares subject to a
Performance Share Award shall vest as to a grantee not later than the end
of the vesting period applicable to such Performance Share Award
regardless of whether the Performance Goals are met as long as the
grantee is employed by the Company upon vesting. The Performance Share
Award shall be expressed in terms of shares of Common Stock and referred
to as "Performance Shares." After the completion of an Award Period, the
performance of the Company, subsidiary, division, or affiliate shall be
measured against the Performance Goals, and the Committee shall issue
Performance Shares as required by the applicable Performance Share Award.
c. Requirement of Employment. A Grantee of a Performance Share
Award must remain in the employ of the Company until the completion of
the Award Period, in order to be entitled to payment under the
Performance Share Award; provided that the Committee may, in its sole
discretion, provide for a partial payment where such an exception is
deemed equitable.
d. Dividends. Any dividends declared on the Common Stock during the
Award Period and which would have been paid with respect to Performance
Shares had they been owned by a grantee, shall, at the election of a
grantee, be (i) paid to the grantee upon vesting or (ii) accumulated for
the benefit of the grantee and used to increase the number of Performance
Shares issued to the grantee upon vesting.
6. Shares of Stock Subject to the Plan.
The shares that may be awarded under the Plan shall not exceed an
aggregate of 150,000 shares of the Common Stock (as adjusted pursuant to
Section 7). Any shares subject to a Performance Share Award which for
any reason expires or is terminated without having vested shall again be
available for issuance under the Plan.
7. Dilution and Other Adjustment.
In the event of any change in the outstanding share of Common Stock by
reason of any stock split, stock dividend, recapitalization, merger,
consolidation, combination or exchange of shares or other similar
corporate change, such equitable adjustments shall be made in the Plan
and the grants thereunder, as the Committee determines are necessary or
appropriate, including if necessary, any adjustments in the maximum
number of shares referred to in Section 6 of the Plan. Such adjustment
shall be conclusive and binding for all purposes of the Plan.
Notwithstanding anything in the Plan to the contrary, in the event of a
Change of Control (as defined herein) of the Company, all Performance
Share Awards granted prior to the Change of Control shall, at the option
of the grantee, immediately vest and the Performance Shares shall be
issued to the grantee. A change of Control of the Company shall mean a
change of control of a nature that would be required to be reported in
response to item (6(e) of Schedule 14A of Regulation 14A promulgated
under the Exchange Act. In addition, whether or not required to be
reported thereunder, a Change of Control shall be deemed to have occurred
at such time as:
a. any "person" (as the term is used in Section 13(d)(2) of the
Exchange Act) is or becomes the beneficial owner (as defined in rule
13(d)(3) of the Exchange Act) directly or indirectly of securities
representing 20% or more of the combined voting power for election of
directors of the then outstanding securities of the Company or any
successor of the Company;
b. during any period of two consecutive years or less individual who
at the beginning of such period constituted the board of directors of the
Company ceases, for any reason, to constitute at least a majority of the
board of directors, unless the election or nomination for election of
each new director was approved by a vote of at least two-thirds of the
directors then still in office who were directors at the beginning of the
period;
c. the shareholders of the Company approve any merger or consolidation
as a result of which the capital stock of the Company shall
be changed, converted or exchanged (other than a merger with a wholly-
owned subsidiary of the Company) or any liquidation of the Company or any
sales or other disposition of 50% or more of the assets or earning power
of the Company;
d. the shareholders of the Company approve any merger or
consolidation to which the Company is a party as a result of which the
persons who were shareholders of the Company immediately prior to the
effective date of the merger or consolidation shall have beneficial
ownership of less than 50% of the combined voting power for election of
directors of the surviving corporation following the effective date of
such merger or consolidation. Notwithstanding any provisions herein, in
the event the grantee and the Company agree prior to any event which
would otherwise constitute a Change of Control, that such event shall not
constitute a Change of Control, then for purposes of the Plan there shall
be no such Change of Control upon that event.
8. Miscellaneous Provisions.
a. Rights as Stockholder. A grantee under the Plan shall have no
rights as a holder of the Common Stock with respect to Performance Share
Awards granted hereunder, unless and until certificates for shares of
such Common Stock are issued to the grantee.
b. Assignment or Transfer. No Performance Share Awards granted
under the Plan or any rights or interests therein shall be assignable or
transferable by a grantee except by will or the laws of descent and
distribution. During the lifetime of a grantee, Performance Share Awards
granted hereunder are exercisable only by, and issuable only to, the
grantee.,
c. Agreements. All Performance Shares Awards granted under the Plan
shall be evidenced by agreements in such form and containing such terms
and conditions (not inconsistent with the Plan) as the Committees shall
adopt.
d. Compliance with Legal Regulations. During the term of the Plan
and the term of any Performance Share Awards granted under the Plan, the
Company shall at all times reserve and keep available such number of
shares as may be issuable under the Plan, and shall seek to obtain from
any regulatory body having jurisdiction, including the Georgia Secretary
of State, any requisite authority required in the opinion of counsel for
the Company in order to grant or to issue such Common Stock pursuant
thereto. If in the opinion of counsel for the Company the transfer,
issue or sale of any shares of its Common Stock under the Plan shall not
be lawful for any reason, including the inability of the Company to
obtain from any regulatory body having jurisdiction authority deemed by
such counsel to be necessary to such transfer or issuance, the Company
shall not be obligated to transfer or issue any shares to any grantee
unless a registration statement which complies with the provisions of the
Securities Act of 1933, as amended (the "Securities Act"), is in effect
at that time with respect to such shares or other appropriate action has
been taken under and pursuant to the terms and provisions of the
Securities Act, or the Company receives evidence satisfactory to the
Committee that the transfer or issuance of such shares, in the absence of
an effective registration statement or other appropriate action, would
not constitute a violation of the terms and provisions of the Securities
Act.
e. Costs and Expenses. The costs and expenses of administering the
Plan shall be borne by the Company and not charged to any option or to
any grantee.
9. Amendment and Termination of the Plan.
a. Amendments. The Committee may from time-to-time amend the Plan
in whole or in part, provided, the Committee may not amend outstanding
agreements evidencing Performance Share Awards granted under the Plan. No
Amendment of the Plan shall be effective which would (i) increase the
maximum number of shares referred to in Section 6 of the Plan or (ii)
extend the maximum period during which Performance Award Shares may be
granted under the Plan unless the holders of at least a majority of the
outstanding shares of Common Stock present, or represented, and entitled
to vote at a meeting of stockholders shall have first approved such
amendment.
b. Termination. The Committee may terminate the Plan (but not any
Performance Share Awards theretofore granted under the Plan) at any time.
The Plan (but not any Performance Share Awards theretofore granted under
the Plan) shall in any event terminate on, and no Performance Share
Awards shall be granted after, December 31, 2004.
10. Compliance with SEC Regulations
It is the Company's intent that the Plan comply in all respects with
Rule 16b-3 under the Exchange Act, and any related regulations. If any
provision of this Plan is later found not be in compliance with such Rule
and regulations, the provision shall be deemed null and void.
11. Governing Law.
The validity and construction of the Plan and any agreements entered
into thereunder shall be governed by the laws of the State of Georgia.
COTTON STATES LIFE INSURANCE COMPANY
PERFORMANCE SHARE AWARDS PLAN
NOTICE OF AWARD
The Compensation Committee ("Committee") of the Board of Directors of
Cotton States Life Insurance Company ("Company") has granted an award of
shares of common stock of the Company is granted to
("Grantee") subject to all terms and conditions of the 1995 Performance
Share Awards Plan ("Plan") and the specific provisions attached hereto as
EXHIBIT "A" regarding the number of shares subject to the award,
performance objectives to be met by the Company, and the term of the
award.
Grantee and the Company acknowledge that the award granted hereunder
shall at all times be subject to the terms and conditions contained
herein and the terms and conditions of the Plan, a copy of which has been
provided to Grantee on or prior to the date of this Notice.
AGREED TO AND ACKNOWLEDGED
THIS DAY OF , 1996.
"COMPANY"
COTTON STATES LIFE INSURANCE COMPANY
By:
Its:
(CORPORATE SEAL)
"Grantee"
Witness
EXHIBIT 23
February 6, 1996
Cotton States Life
Insurance Company
244 Perimeter Center Parkway, NE
Atlanta, Georgia 30346
Re: Cotton States Life Insurance Company ("Company")
Gentlemen:
This opinion is given in connection with the filing by Company, a
corporation organized and existing under the laws of the State of Georgia
with the Securities and Exchange Commission under the Securities Act of
1933, as amended, of a Registration Statement on Form S-8 ("Registration
Statement") with respect to the common stock of Company ("Common Stock")
to be issued under the Companys' 1995 Performance Share Awards Option
Plan (the "Plan"). Shares are to be issued solely in accordance with the
terms and conditions of the Plan.
In rendering this opinion, we have examined such corporate records and
documents, including the Plan, as we have deemed relevant and necessary
as the basis for the opinion set forth herein. Based upon the foregoing,
it is our opinion that the shares of Company Common Stock included in the
Registration Statement, when issued to the grantees pursuant to the Plan,
have been duly authorized by all requisite actions on the part of Company
and, upon payment the shares pursuant to the Plan, and the issuance of
such shares, such shares will be validly issued, fully paid, and
nonassessable under the Georgia Business Corporation Code.
We hereby consent to the use of this opinion and to the reference made
to the firm under the caption "Legal Matters" in the Prospectus
constituting part of the Registration Statement. This opinion is not
given in regard to any reoffer or resale of shares of Common Stock
acquired pursuant to the Plan.
Sincerely,
PETERSON DILLARD YOUNG ASSELIN
POWELL & WILSON
Independent Auditors' Consent
The Board of Directors and Stockholders
Cotton States Life Insurance Company:
We consent to incorporation by reference in the Cotton States Life
Insurance Company 1995 Performance Share Awards Plan Registration
Statement on Form S-8 of our reports dated February 21, 1995, relating to
the consolidated balance sheets of Cotton States Life Insurance Company
and subsidiaries as of December 31, 1994 and 1993, and the related
consolidated statements of earnings, stockholders' equity, and cash
flows, and the related schedules for each of the years in the three-year
period ended December 31, 1994, which reports appear or are incorporated
by reference in the December 31, 1994 annual report on Form 10-K of
Cotton States Life Insurance Company.
As described in note 2 to the consolidated financial statements,
effective January 1, 1994, the Company changed its method of accounting
for certain investment securities. As described in notes 5 and 6,
effective January 1, 1993, the Company changed its method of accounting
for income taxes and postretirement benefits other than pensions.
KPMG Peat Marwick LLP
Atlanta, Georgia
February 6, 1996
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints J. Ridley Howard and Gary W.
Meader, jointly and severally, his attorneys-in-fact, each with the power
of substitution, for him in any and all capacities to sign any amendments
to this Registration Statement, and to file the same, with exhibits
thereto, and other documents in connection therewith, with the Securities
and Exchange Commission, hereby ratifying and confirming all that each of
said attorneys-in-fact, or his substitute or substitutes, may do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on
behalf of the Company and in the capacities and on the dates indicated.
Signature Title Date
President, Chief Executive
John Ridley Howard Officer, and Director 2/6/96
Chairman of the Board of 2/6/96
William Wylie Gaston, III Directors 2/6/96
Thomas A. Harris Director 2/6/96
Francis Abit Massey Director 2/6/96
Robert Chandler McMahan Director 2/6/96
Champney Adams McNair Director 2/6/96
Gaylord O. Coan Director 2/6/96
Edward Jenner Wood, III Director 2/6/96
