<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
As filed with the Securities and Exchange Commission on May 1, 1998
Registration No. 333-____
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------
U.S. BANCORP
(Exact name of registrant as specified in its charter)
Delaware 41-0255900
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
601 Second Avenue South
Minneapolis, Minnesota 55402-4302
(Address of Principal Executive Offices (Zip Code)
U.S. BANCORP
1997 STOCK INCENTIVE PLAN
(Full title of the plan)
Lee R. Mitau, Esq.
U.S. Bancorp Copy to: Patrick F. Courtemanche, Esq.
601 Second Avenue South Dorsey & Whitney LLP
Minneapolis, Minnesota 55402-4302 Pillsbury Center South
(Name and address of agent for service) 220 South Sixth Street
Minneapolis, Minnesota 55402-1498
(612) 973-1111
(Telephone number, including area code, of agent for service)
------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Title of Amount Proposed Proposed Amount
securities to be maximum maximum of
to be registered (1) offering price aggregate registration
registered per share (2) offering price (2) fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common
Stock,
$1.25 par 3,000,000 $121.719 $365,157,000 $107,722
value
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>
(1) The number of shares being registered represents the number of additional
shares of Common Stock which may be issued pursuant to the plan in addition to
shares previously registered.
(2) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(h)(1), the proposed maximum aggregate offering price is
based upon the average of the high and low prices of the Common
Stock as reported on the New York Stock Exchange on April 27, 1998.
<PAGE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents that have been filed by U.S. Bancorp (the
"Company") with the Securities and Exchange Commission are incorporated by
reference in this Registration Statement, as of their respective dates:
(a) Annual Report on Form 10-K for the year ended December 31, 1997;
(b) the Company's Current Reports on Form 8-K filed January 16, 1998,
April 2, 1998 and April 3, 1998; and
(c) the description of the Company's Common Stock contained in Item
1 of the Registration Statement on Form 8-A dated March 19, 1984, as
amended in its entirety by that Form 8 Amendment dated February 26,
1993 and that Form 8-A/A-2 dated October 6, 1994, and any amendment
or report filed for the purpose of updating such description filed
subsequent to the date of this Prospectus and prior to the termination
of the offering described herein.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
subsequent to the date hereof 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 by reference herein and to be a part hereof from the respective
dates of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The description of the Company's capital stock to be offered pursuant to
this Registration Statement has been incorporated by reference into this
Registration Statement as described in Item 3 of this Part II.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law contains detailed
provisions for indemnification of directors and officers of Delaware
corporations against expenses, judgments, fines and settlements in connection
with litigation.
Article Ninth of the Company's Restated Certificate of Incorporation
provides that a director shall not be liable to the Company or its stockholders
for monetary damages for a breach of fiduciary duty as a director, except for
liability (i) for any
<PAGE>
breach of the director's duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of the law, (iii) under the Delaware statutory
provision making directors personally liable for unlawful payment of dividends
or unlawful stock repurchases or redemptions, or (iv) for any transaction for
which the directors derived an improper personal benefit.
The Bylaws of the Company provide that the officers and directors of the
Company shall be indemnified to the full extent permitted by the Delaware
General Corporation Law, as amended from time to time. The Board of Directors
has discretion to indemnify any employee of the Company for actions arising by
reason of the employee's employment with the Company. Expenses incurred by
officers and directors in defending actions, suits, or proceedings shall be paid
by the Company in advance of any final disposition if such officer or director
agrees to repay such amounts if it is ultimately determined that he or she is
not entitled to be indemnified under Delaware law.
The Company maintains a standard policy of officers' and directors'
liability insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
No securities are to be reoffered or resold pursuant to this Registration
Statement.
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
4.1 Specimen certificate representing the Common Stock of the Company
(incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement on Form S-8, File No. 333-32635).
4.2 Restated Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 to the Company's report on Form 8-K dated
August 1, 1997).
4.3 Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the
Company's report on Form 10-K for the year ended December 31, 1997).
4.4 Warrant Agreement, dated as of October 2, 1995, between U.S. Bancorp
and First Chicago Trust Company of New York, as Warrant Agent and Form
of Warrant (incorporated by reference to Exhibits 4.18 and 4.19 to the
Company's Registration Statement on Form S-3, File No. 33-61667).
<PAGE>
4.5 Warrant Agreement, dated as of November 20, 1990, between Metropolitan
Financial Corporation and American Stock Transfer and Trust Company,
as Warrant Agent; Supplemental Warrant Agreement, dated as of January
24, 1995, between U.S. Bancorp and American Stock Transfer and Trust
Company, as Warrant Agent; and Form of Warrant (incorporated by
reference to Exhibit 4E to the Company's report on Form 10-K for the
year ended December 31, 1996).
4.6 Certificate of Designation for the Company's Series 1990A Preferred
Stock (incorporated by reference to Exhibit 4.4 to Amendment No. 1 to
the Company's Registration Statement on Form S-3, File No. 33-42650).
4.7 Stock Purchase Agreement, dated as of May 30, 1990, among Corporate
Partners, L.P., Corporate Offshore Partners, L.P., The State Board of
Administration of Florida and the Company (without exhibits)
(incorporated by reference to Exhibit 4.8 to Amendment No. 1 to the
Company's Registration Statement on Form S-3, File No. 33-42650).
4.8 First Amendment, dated as of June 30, 1990, to Stock Purchase
Agreement among Corporate Partners, L.P., Corporate Offshore Partners,
L.P., The State Board of Administration of Florida and the Company
(incorporated by reference to Exhibit 4.9 to Amendment No. 1 to the
Company's Registration Statement on Form S-3, File No. 33-42650).
4.9 Second Amendment, dated as of July 18, 1990, to Stock Purchase
Agreement among Corporate Partners, L.P., Corporate Offshore Partners,
L.P., The State Board of Administration of Florida and the Company
(incorporated by reference to Exhibit 4.10 to Amendment No. 1 to the
Company's Registration Statement on Form S-3, File No. 33-42650).
4.10 Stock Purchase Agreement dated as of May 30, 1990, between The State
Board of Administration of Florida and the Company (without exhibits)
(incorporated by reference to Exhibit 4.11 to Amendment No. 1 to the
Company's Registration Statement on Form S-3, File No. 33-42650).
4.11 Form of Periodic Stock Purchase Right (incorporated by reference to
Exhibit 4.12 to Amendment No. 1 to the Company's Registration
Statement on Form S-3, File No. 33-42650).
4.12 Form of Risk Event Warrant (incorporated by reference to Exhibit 4.13
to Amendment No. 1 to the Company's Registration Statement on Form
S-3, File No. 33-42650).
<PAGE>
4.13 Registration Rights Amendment, dated as of July 18, 1990, among
Corporate Partners, L.P., Corporate Offshore Partners, L.P., The State
Board of Administration of Florida and the Company (incorporated by
reference to Exhibit 4.14 to Amendment No. 1 to the Company's
Registration Statement on Form S-3, File No. 33-42650).
4.14 Registration Rights Agreement, dated as of July 18, 1990, between The
State Board of Administration of Florida and the Company (incorporated
by reference to Exhibit 4.14 to Amendment No. 1 to the Company's
Registration Statement on Form S-3, File No. 33-42650).
4.15 Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, copies of
instruments defining the rights of holders of long-term debt are not
filed. The Company agrees to furnish a copy thereof to the Securities
and Exchange Commission upon request.
5.1 Opinion and Consent of Dorsey & Whitney LLP.
23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.
24.1 Powers of Attorney.
</TABLE>
ITEM 9 UNDERTAKINGS
A. POST-EFFECTIVE AMENDMENTS
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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or
<PAGE>
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
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.(1)(ii) of this section do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
B. SUBSEQUENT DOCUMENTS INCORPORATED BY
REFERENCE.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. CLAIMS FOR INDEMNIFICATION.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
<PAGE>
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 other controlling person of the registrant in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota, on May 1, 1998.
U.S. BANCORP
By /s/ John F. Grundhofer
-------------------------
John F. Grundhofer
President and Chief Executive Officer
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:
<TABLE>
<CAPTION>
Name Title Date
- ---- ----- ----
<S> <C> <C>
/s/ John F. Grundhofer President Chief May 1, 1998
- ------------------------ Executive Officer and Director
John F. Grundhofer (principal executive officer)
/s/ Susan E. Lester Executive Vice President and Chief May 1, 1998
- ------------------------ Financial Officer (principal
Susan E. Lester financial and accounting officer)
* Director May 1, 1998
- ------------------------
Linda L. Ahlers
* Director May 1, 1998
- ------------------------
Harry L. Bettis
* Director and Chairman May 1, 1998
- ------------------------
Gerry B. Cameron
* Director May 1, 1998
- ------------------------
Carolyn Silva Chambers
* Director May 1, 1998
- ------------------------
Arthur D. Collins, Jr.
<PAGE>
* Director May 1, 1998
- ------------------------
Peter H. Coors
- ------------------------ Director May 1, 1998
Robert L. Dryden
- ------------------------ Director May 1, 1998
Joshua Green III
* Director May 1, 1998
- ------------------------
Robert L. Hale
* Director May 1, 1998
- ------------------------
Delbert W. Johnson
* Director May 1, 1998
- ------------------------
Richard L. Knowlton
* Director May 1, 1998
- ------------------------
Jerry W. Levin
* Director May 1, 1998
- ------------------------
Edward J. Phillips
* Director May 1, 1998
- ------------------------
Paul A. Redmond
* Director May 1, 1998
- ------------------------
S. Walter Richey
* Director May 1, 1998
- ------------------------
Richard L. Schall
* Director May 1, 1998
- ------------------------
Walter Scott, Jr.
*By /s/ Lee R. Mitau
- ------------------------
Lee R. Mitau
As Attorney-in-fact
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
4.1 Specimen certificate representing the Common Stock of the Company
(incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement on Form S-8, File No. 333-32635).
4.2 Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the Company's report
on Form 8-K dated August 1, 1997).
4.3 Bylaws of the Company (incorporated by reference to Exhibit 3.2
to the Company's report on Form 10-K for the year ended December
31, 1997).
4.4 Warrant Agreement, dated as of October 2, 1995, between U.S.
Bancorp and First Chicago Trust Company of New York, as Warrant
Agent and Form of Warrant (incorporated by reference to Exhibits
4.18 and 4.19 to the Company's Registration Statement on Form
S-3, File No. 33-61667).
4.5 Warrant Agreement, dated as of November 20, 1990, between
Metropolitan Financial Corporation and American Stock Transfer
and Trust Company, as Warrant Agent; Supplemental Warrant
Agreement, dated as of January 24, 1995, between U.S. Bancorp and
American Stock Transfer and Trust Company, as Warrant Agent; and
Form of Warrant (incorporated by reference to Exhibit 4E to the
Company's report on Form 10-K for the year ended December 31,
1996).
4.6 Certificate of Designation for the Company's Series 1990A
Preferred Stock (incorporated by reference to Exhibit 4.4 to
Amendment No. 1 to the Company's Registration Statement on Form
S-3, File No. 33-42650).
4.7 Stock Purchase Agreement, dated as of May 30, 1990, among
Corporate Partners, L.P., Corporate Offshore Partners, L.P., The
State Board of Administration of Florida and the Company (without
exhibits) (incorporated by reference to Exhibit 4.8 to Amendment
No. 1 to the Company's Registration Statement on Form S-3, File
No. 33-42650).
4.8 First Amendment, dated as of June 30, 1990, to Stock Purchase
Agreement among Corporate Partners, L.P., Corporate Offshore
Partners, L.P., The State Board of Administration of Florida and
the Company (incorporated by reference to Exhibit 4.9 to
Amendment No. 1 to the Company's Registration Statement on Form
S-3, File No. 33-42650).
<PAGE>
4.9 Second Amendment, dated as of July 18, 1990, to Stock Purchase
Agreement among Corporate Partners, L.P., Corporate Offshore
Partners, L.P., The State Board of Administration of Florida and
the Company (incorporated by reference to Exhibit 4.10 to
Amendment No. 1 to the Company's Registration Statement on Form
S-3, File No. 33-42650).
4.10 Stock Purchase Agreement dated as of May 30, 1990, between The
State Board of Administration of Florida and the Company (without
exhibits) (incorporated by reference to Exhibit 4.11 to Amendment
No. 1 to the Company's Registration Statement on Form S-3, File
No. 33-42650).
4.11 Form of Periodic Stock Purchase Right (incorporated by reference
to Exhibit 4.12 to Amendment No. 1 to the Company's Registration
Statement on Form S-3, File No. 33-42650).
4.12 Form of Risk Event Warrant (incorporated by reference to Exhibit
4.13 to Amendment No. 1 to the Company's Registration Statement
on Form S-3, File No. 33-42650).
4.13 Registration Rights Amendment, dated as of July 18, 1990, among
Corporate Partners, L.P., Corporate Offshore Partners, L.P., The
State Board of Administration of Florida and the Company
(incorporated by reference to Exhibit 4.14 to Amendment No. 1 to
the Company's Registration Statement on Form S-3, File No.
33-42650).
4.14 Registration Rights Agreement, dated as of July 18, 1990, between
The State Board of Administration of Florida and the Company
(incorporated by reference to Exhibit 4.14 to Amendment No. 1 to
the Company's Registration Statement on Form S-3, File No.
33-42650).
4.15 Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, copies of
instruments defining the rights of holders of long-term debt are
not filed. The Company agrees to furnish a copy thereof to the
Securities and Exchange Commission upon request.
5.1 Opinion and Consent of Dorsey & Whitney LLP.
23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.
24.1 Powers of Attorney.
</TABLE>
<PAGE>
EXHIBIT 5.1
May 1, 1998
U.S. Bancorp
First Bank Place
601 Second Avenue South
Minneapolis, Minnesota 55402-4302
Ladies and Gentlemen:
We have acted as counsel to U.S. Bancorp, a Delaware corporation (formerly
known as First Bank System, Inc.) (the "Company"), in connection with a
Registration Statement on Form S-8 relating to the sale by the Company from time
to time of up to 3,000,000 shares of Common Stock, par value $1.25 per share, of
the Company (the "Shares"), issuable pursuant to the terms of the 1997 Stock
Incentive Plan (the "Plan").
We have examined such documents and have reviewed such questions of law as
we have considered necessary and appropriate for the purposes of the opinions
set forth below.
In rendering our opinions set forth below, we have assumed the authenticity
of all documents submitted to us as originals, the genuineness of all signatures
and the conformity to authentic originals of all documents submitted to us as
copies. We have also assumed the legal capacity of all purposes relevant hereto
of all natural persons and, with respect to all parties to agreements or
instruments relevant hereto other than the Company, that such parties had the
requisite power and authority (corporate or otherwise) to execute, deliver and
perform such agreements or instruments, that such agreements or instruments have
been duly authorized by all requisite action (corporate or otherwise), executed
and delivered by such parties and that such agreements or instruments are the
valid, binding and enforceable obligations of such parties. As to questions of
fact material to our
<PAGE>
May 1, 1998
Page 2
opinions, we have relied upon certificates of officers of the Company and of
public officials.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, upon issuance, delivery and payment therefor in accordance
with the terms of the Plan, will be validly issued, fully paid and
nonassessable.
Our opinions expressed above are limited to the Delaware General
Corporation Law.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Dorsey & Whitney LLP
PFC
<PAGE>
Exhibit 23.2
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the U.S. Bancorp 1997 Stock Incentive Plan to be filed on or
around May 1, 1998 of our report dated January 15, 1998, with respect to the
consolidated financial statements of U.S. Bancorp included in its Annual Report
(Form 10-K) for the year ended December 31, 1997, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young
Minneapolis, Minnesota
April 29, 1998
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
NOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Lee R. Mitau, Susan E. Lester and David J.
Parrin, and each of them, his or her true and lawful attorneys-in-fact and
agents, each acting alone, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8 of U.S. Bancorp, and
any and all amendments thereto, including post-effective amendments, and to file
the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to do
and perform to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or the substitutes for such attorneys-in-fact and
agents, may lawfully do or cause to be done by virtue hereof.
Name Title Date
---- ----- ----
President, Chief February 18, 1998
- ------------------------- Executive Officer and Director
John F. Grundhofer (principal executive officer)
Executive Vice President and February 18, 1998
- ------------------------- Chief Financial Officer
Susan E. Lester (principal financial officer)
Senior Vice President and February 18, 1998
- ------------------------- Controller (principal
David J. Parrin accounting officer)
/s/Linda L. Ahlers Director February 18, 1998
- -------------------------
Linda L. Ahlers
/s/Harry L. Bettis Director February 18, 1998
- -------------------------
Harry L. Bettis
/s/Gerry B. Cameron Director and Chairman February 18, 1998
- -------------------------
Gerry B. Cameron
/s/Carolyn Silva Chambers Director February 18, 1998
- -------------------------
Carolyn Silva Chambers
<PAGE>
/s/Arthur D. Collins, Jr. Director February 18, 1998
- -------------------------
Arthur D. Collins, Jr.
/s/Peter H. Coors Director February 18, 1998
- -------------------------
Peter H. Coors
/s/Franklin G. Drake Director February 18, 1998
- -------------------------
Franklin G. Drake
Director February 18, 1998
- -------------------------
Robert L. Dryden
/s/John B. Fery Director February 18, 1998
- -------------------------
John B. Fery
Director February 18, 1998
- -------------------------
Joshua Green III
/s/Robert L. Hale Director February 18, 1998
- -------------------------
Robert L. Hale
/s/Delbert W. Johnson Director February 18, 1998
- -------------------------
Delbert W. Johnson
/s/Norman M. Jones Director February 18, 1998
- -------------------------
Norman M. Jones
/s/Richard L. Knowlton Director February 18, 1998
- -------------------------
Richard L. Knowlton
/s/Jerry W. Levin Director February 18, 1998
- -------------------------
Jerry W. Levin
/s/Kenneth A. Macke Director February 18, 1998
- -------------------------
Kenneth A. Macke
/s/Allen T. Noble Director February 18, 1998
- -------------------------
Allen T. Noble
/s/Edward J. Phillips Director February 18, 1998
- -------------------------
Edward J. Phillips
/s/Paul A. Redmond Director February 18, 1998
- -------------------------
Paul A. Redmond
-2-
<PAGE>
/s/S. Walter Richey Director February 18, 1998
- -------------------------
S. Walter Richey
/s/Richard L. Robinson Director February 18, 1998
- -------------------------
Richard L. Robinson
/s/N. Stewart Rogers Director February 18, 1998
- -------------------------
N. Stewart Rogers
/s/Richard L. Schall Director February 18, 1998
- -------------------------
Richard L. Schall
/s/Walter Scott, Jr. Director February 18, 1998
- -------------------------
Walter Scott, Jr.
/s/Benjamin R. Whiteley Director February 18, 1998
- -------------------------
Benjamin R. Whiteley
-3-
