As filed with Securities and Exchange Commission on June 24, 1999
Registration No. : 33-
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CULLEN/FROST BANKERS, INC.
(Exact name of issuer as specified in its charter)
Texas 74-1751768
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 W. Houston Street
San Antonio, Texas 78205
(Address of Principal Executive Offices) (Zip Code)
Cullen/Frost Bankers, Inc.
1997 Directors Stock Plan
(Full Title of the Plan)
Phillip D. Green
Senior Executive Vice President
and Chief Financial Officer
Cullen/Frost Bankers, Inc.
100 W. Houston Street
San Antonio, Texas 78205
(210) 220-4011
Name, address, including zip code, and
telephone number, including area code,
of agent for service for registrant)
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Amount maximum maximum Amount of
Title of securities to be offering price aggregate registration
to be registered registered per share (1) offering price(1) fee
- --------------------------------------------------------------------------------
Common Stock, par value
$0.01 per share(2) 300,000 $26.52 $7,956,000 $2,410.91
================================================================================
(1) Estimated solely for the purpose of calculating the registration fee.
Such estimate has been computed in accordance with Rule 457(h) based upon the
average of the high and low price of the Common Stock of Cullen/Frost Bankers,
Inc. as reported on The NYSE on June 16, 1999.
(2) Includes associated preferred shares purchase rights. Prior to the
occurrence of certain events, such rights will not be evidenced or traded
separately from the Common Stock.
==============================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
Pursuant to the Note to Part 1 of Form S-8, the documents containing the
information specified by Part 1 of Form S-8 will be sent or given to non-
employee directors as specified by Rule 428(b)(1).
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission by
Cullen/Frost Bankers, Inc. ("Cullen/Frost") pursuant to the Securities
Exchange Act of 1934 (The "Exchange Act") are incorporated herein by
reference: Cullen/Frost's Annual Report on Form 10-K as of and for the year
ended December 31, 1998, as amended by the Reports on Form 10-K/A dated April
30, 1999 and June 23, 1999 (together, the "1998 Cullen/Frost 10-K"); the
portions of Cullen/Frost's Proxy Statement for the Annual Meeting of
Shareholders held on May 26, 1999 (the "1999 Cullen/Frost Proxy Statement")
that have been incorporated by reference in the 1998 Cullen/Frost 10-K; the
description of Cullen/Frost Common Stock set forth in Cullen/Frost Registration
Statement on Form 8-A filed pursuant to Section 12 of the Exchange Act, and any
amendment or report filed for the purpose of updating any such description; the
description of preferred share purchase rights set forth in Cullen/Frost's
Registration Statement on Form 8-A filed pursuant to Section 12 of the
Exchange Act, and any amendments or reports filed for the purpose of updating
any such description; Cullen/Frost's Quarterly Report on Form 10-Q as of, and
for the three months ended, March 31, 1999; and Cullen/Frost's Current Report
on Form 8-K, dated January 26, 1999, relating to the Cullen/Frost Bankers,
Inc. Shareholder Protection Rights Agreement, including Exhibit A the forms of
Rights Certificate and Election to Exercise and Exhibit B the form of
Statement Resolution Establishing a Series of Shares of Junior Participating
Preferred Stock.
All documents filed by Cullen/Frost pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act, subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which
indicates that all Cullen/Frost Common Stock offered hereby has been sold or
that all such stock then remaining unsold has been deregistered shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. DESCRIPTION OF CAPITAL STOCK
Not Applicable - Cullen/Frost's Common Stock and associated stock
purchased rights to be offered pursuant to this registration statement have
been registered under Section 12 of the Exchange Act.
<PAGE>
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Legality of Common Stock
Not Applicable
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
(a) Article 2.02-1 of the Texas Business Corporation Act grants to each
Texas corporation the power to indemnify its directors and officers against
liability for certain of their acts.
(b) Article V of Cullen/Frost's Bylaws provides for indemnification of any
person who was, is or is threatened to be made, party to any threatened,
pending or completed action, suit or proceeding, by reason of the fact that he
or she is or was a director or officer of Cullen/Frost or is or was serving at
the request of Cullen/Frost as a director, officer, partner, venturer,
proprietor, trustee, employee, agent or similar functionary of another foreign
or domestic corporation, partnership, joint venture, trust or other
enterprise, against all expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding. Reasonable expenses incurred
in defending a civil or criminal action, suit or proceeding shall be paid by
Cullen/Frost in advance of the final disposition of such action, suit or
proceeding upon receipt of (i) a written affirmation by the director, officer,
employee or agent who may be entitled to such indemnification of his or her
good faith belief that he or she has met the standard of conduct necessary for
indemnification under the applicable statute, and (ii) a written undertaking
by or on behalf of the director, officer, employee or agent who may be
entitled to such indemnification to repay such amount if it shall ultimately
be determined that he or she is not entitled to be indemnified by
Cullen/Frost. Cullen/Frost's obligation to indemnify and to prepay expenses
shall arise, and all rights granted to directors, officers, employees or
agents hereunder shall vest, at the time of the occurrence of the transaction
or event to which such action, suit or proceeding relates, or at the time that
the action or conduct to which such action, suit or proceeding relates was
first taken or engaged in (or omitted to be taken or engaged in), regardless
of when such action, suit or proceeding is first threatened, commenced or
completed.
(c) Article 11 of the Amended and Restated Articles of Incorporation of
Cullen/Frost provides, as permitted by the Texas Miscellaneous Corporation
Laws Act, Art. 1302-7.06, that the directors of Cullen/Frost have no personal
liability for monetary damages for breach of directors' fiduciary duty of
care. The provision does not change the liability of a director for breach of
his or her duty of loyalty to Cullen/Frost or to shareholders, acts or
omissions not in good faith or which involve intentional misconduct, or a
knowing violation of law, an act or omission for which the liability of a
director is expressly provided for by an applicable statute, or in respect of
any transaction from which a director received an improper personal benefit.
(d) Cullen/Frost maintains director and officer liability insurance
coverage for its directors and officers and those of its subsidiaries. This
coverage insures such persons against certain losses that my be incurred by
them in their respective capacities as directors or officers
<PAGE>
with respect to which they may or may not be indemnified under the provisions
of Article V of the Bylaws of Cullen/Frost or otherwise.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable
<PAGE>
Item 8. EXHIBITS
Exhibit
Number Description of Exhibits
-------- -----------------------
3.1 Articles of Incorporation of Cullen/Frost Bankers, Inc.,
as amended. (1)
3.2 Amended By-Laws of Cullen/Frost Bankers, Inc. (2)
4.1 Shareholder Protection Rights Agreement dated as of
January 26, 1999 between Cullen/Frost Bankers, Inc.
and The Frost National Bank, as Rights Agent. (3)
4.2 1997 Directors Stock Plan of Cullen/Frost Bankers, Inc. (4)
5 Opinion of Baker & Botts, L.L.P. re: Legality
23.1 Consent of Independent Accountants.
23.2 Consent of Baker & Botts, L.L.P. is contained in its
opinion filed as Exhibit 5 hereto.
24 Power of Attorney.
- ---------------------
(1) Incorporated herein by reference to the designated Exhibit to the
Cullen/Frost Report on Form 8-A12B/A filed on August 31, 1998
(File No. 0-7275).
(2) Incorporated herein by reference to the designated Exhibit to the
Cullen/Frost Annual Report on Form 10-K/A for the Year Ended
December 31, 1995 (File No. 0-7275).
(3) Incorporated herein by reference to the designated Exhibit to
Cullen/Frost's Current Report on Form 8-A12G/A dated
February 1, 1999 (File No. 0-7275).
(4) Incorporated herein by reference to the designated Exhibit to the
Cullen/Frost's Annual Report on Form 10-K for the Year Ended
December 31, 1997 (File No. 0-7275).
<PAGE>
Item 9. UNDERTAKINGS
Undertakings
------------
The undersigned Registrant hereby undertakes that for purposes of
determining any liability under the Securities Act of 1933, as amended (the
"Securities Act"), each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act and 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 this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
That insofar as the indemnification for liabilities arising under
the Securities Act 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 Securities 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 Securities Act and will be governed by the final adjudication
of such issue.
The Registrant 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;
(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 this registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement
or any material change to such information in the registration
statement;
provided, however, that paragraphs (a) (i) and (a) (ii) do not apply if the
information required to be included in the post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act of 1934 (the "Exchange
Act") that are incorporated by reference in the registration statement.
(1) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment will 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.
<PAGE>
(2) 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Cullen/Frost
Bankers, Inc. 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 San Antonio, and the State of Texas,
on this 22nd day of June, 1999.
CULLEN/FROST BANKERS, INC.
(Registrant)
By:/s/ PHILLIP D. GREEN
------------------------
Phillip D. Green
Senior Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act, this registration
statement has been signed below by the following persons in the capacities
indicated on the 22nd day of June, 1999.
Signatures Title
---------- -----
T.C. FROST* Senior Chairman of the Board
- ------------------------ and Director
(T.C. Frost)
RICHARD W. EVANS, Jr* Chairman of the Board
-------------------------- and Director (Principal Executive
(Richard W. Evans, Jr.) Officer)
R. DENNY ALEXANDER* Director
- ------------------------
(R. Denny Alexander)
ISAAC ARNOLD, JR.* Director
- ------------------------
(Isaac Arnold, Jr.)
ROYCE S. CALDWELL* Director
- ------------------------
(Royce S. Caldwell)
RUBEN R. CARDENAS* Director
- ------------------------
(Ruben R. Cardenas)
<PAGE>
Signatures Title
---------- -----
HENRY E. CATTO* Director
- ------------------------
(Henry E. Catto)
BOB W. COLEMAN* Director
- ------------------------
(Bob W. Coleman)
HARRY H. CULLEN* Director
- ------------------------
(Harry H. Cullen)
Director
- ------------------------
(Roy H. Cullen)
EUGENE H. DAWSON, SR.* Director
- ------------------------
(Eugene H. Dawson, Sr.)
CASS EDWARDS* Director
- ------------------------
(Cass Edwards)
RUBEN M. ESCOBEDO* Director
- ------------------------
(Ruben M. Escobedo)
W.N. FINNEGAN III* Director
- ------------------------
(W.N. Finnegan III)
PATRICK B. FROST* Director
- ------------------------
(Patrick B. Frost)
Joe R. Fulton* Director
- ------------------------
(Joe R. Fulton)
JAMES W. GORMAN, JR.* Director
- ------------------------
(James W. Gorman, Jr.)
<PAGE>
Signatures Title
---------- -----
JAMES L. HAYNE* Director
- ------------------------
(James L. Hayne)
RICHARD M. KLEBERG, III* Director
- ------------------------
(Richard M. Kleberg, III)
ROBERT S. McCLANE* Director
- ------------------------
(Robert S. McClane)
IDA CLEMENT STEEN* Director
- ------------------------
(Ida Clement Steen)
CURTIS VAUGHAN, JR.* Director
- ------------------------
(Curtis Vaughan, Jr.)
HORACE WILKINS, JR.* Director
- ------------------------
(Horace Wilkins, Jr.)
MARY BETH WILLIAMSON* Director
- ------------------------
(Mary Beth Williamson)
*By:/s/ PHILLIP D. GREEN Senior Executive Vice President
- -------------------------- and Chief Financial Officer
(Phillip D. Green)
[as Attorney-in-Fact for
the persons indicated]
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number Description of Exhibits
-------- -----------------------
3.1 Articles of Incorporation of Cullen/Frost Bankers, Inc.,
as amended. (1)
3.2 Amended By-Laws of Cullen/Frost Bankers, Inc. (2)
4.1 Shareholder Protection Rights Agreement dated as of
January 26, 1999 between Cullen/Frost Bankers, Inc.
and The Frost National Bank, as Rights Agent. (3)
4.2 1997 Directors Stock Plan of Cullen/Frost Bankers, Inc. (4)
5 Opinion of Baker & Botts L.L.P. re: Legality
23.1 Consent of Independent Accountants.
23.2 Consent of Baker & Botts L.L.P. is contained in its
opinion filed as Exhibit 5 hereto.
24 Power of Attorney.
- ---------------------
(1) Incorporated herein by reference to the designated Exhibit to the
Cullen/Frost Report on Form 8-A12B/A filed on August 31, 1998
(File No. 0-7275).
(2) Incorporated herein by reference to the designated Exhibit to the
Cullen/Frost Annual Report on Form 10-K/A for the Year Ended
December 31, 1995 (File No. 0-7275).
(3) Incorporated herein by reference to the designated Exhibit to
Cullen/Frost's Current Report on Form 8-A12G/A dated
February 1, 1999 (File No. 0-7275).
(4) Incorporated herein by reference to the designated Exhibit to the
Cullen/Frost's Annual Report on Form 10-K for the Year Ended
December 31, 1997 (File No. 0-7275).
EXHIBIT 5
Opinion of Baker & Botts L.L.P. re: Legality
<PAGE>
BAKU BAKER & BOTTS
DALLAS L.L.P. TELEPHONE:(512) 322-2500
HOUSTON 1600 SAN JACINTO CENTER FACSIMILE:(512) 322-2501
LONDON 98 SAN JACINTO BLVD.
MOSCOW AUSTIN, TEXAS 78701-4039
NEW YORK
WASHINGTON
WILLIAM F. STUTTS E-MAIL ADDRESS:
(512) 322-2542 [email protected]
June 22, 1999
Cullen/Frost Bankers, Inc.
100 West Houston Street
P.O. Box 1600
San Antonio, TX 78296
Gentlemen:
As set forth in the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Cullen/Frost Bankers, Inc., a Texas
corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"),
relating to up to 300,000 shares (the "Shares") of Common Stock of the Company,
par value $.01 per share, issuable pursuant to the Cullen/Frost Bankers, Inc.
1997 Director Stock Plan dated to be effective as of May 28, 1997 (the "Plan"),
we are passing upon certain legal matters in connection with the Shares
for the Company. At your request, we are furnishing this opinion to you for
filing as Exhibit 5 to the Registration Statement.
In our capacity as your counsel in the connection referred to above,
we have examined the Plan, the Amended and Restated Certificate of
Incorporation and Bylaws of the Company, each as amended to date, and the
originals, or copies certified or otherwise identified, of corporate records of
the Company, certificates of public officials and of representatives of the
Company, statutes and other instruments and documents as a basis for the
opinions hereinafter expressed. In giving such opinions, we have relied upon
certificates of officers of the Company and of public officials with respect to
the accuracy of the material factual matters contained in such certificates.
We have assumed that all signatures on all documents examined by us
are genuine, that all documents submitted to us as originals are accurate and
complete, that all documents submitted to us as copies are true and correct
copies of the originals thereof and that all information submitted to us was
accurate and complete. In addition, we have assumed for purposes of
<PAGE>
paragraph 2 below that the consideration received by the Company for the
Shares will be not less than the par value of the Shares.
On the basis of the foregoing, and subject to the assumptions,
limitations and qualifications set forth herein, we are of the opinion that:
1. The Company is a corporation duly organized and validly existing in
good standing under the laws of the State of Texas.
2. In the case of Shares originally issued by the Company pursuant to
the provisions of the Plan following due authorization of a particular award
thereunder by a duly constituted and acting committee of the Board of Directors
of the Company as provided in and in accordance with the Plan, the Shares
issuable pursuant to such award will have been duly authorized by all necessary
corporate action on the part of the Company. Upon issuance and delivery of
such Shares from time to time pursuant to the terms of such award for the
consideration established pursuant to the terms of the Plan and otherwise in
accordance with the terms and conditions of such award, including, if
applicable, the lapse of any restrictions relating thereto, the satisfaction of
any performance conditions associated therewith and any requisite
determinations by or pursuant to the authority of the Board of Directors or a
duly constituted and acting committee thereof as provided therein, and, in the
case of stock options, the exercise thereof and payment for such Shares as
provided therein, such Shares will be validly issued, fully paid and
nonassessable.
The opinions set forth above are limited in all respects to the Texas
Business Corporation Act as in effect on the date hereof.
We hereby consent to the filing of this opinion with the Commission
as Exhibit 5 to the Registration Statement. In giving such consent, we do not
admit that we are within the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Commission
thereunder.
Very truly yours,
/s/ BAKER & BOTTS, L.L.P.
EXHIBIT 23.1
Consent of Independent Accountants
<PAGE>
Consent of Independent Auditors
We consent to the reference to our firm in the Registration Statement
(Form S-8) pertaining to the 1997 Directors Stock Plan of Cullen/Frost
Bankers, Inc. and to the incorporation by reference therein of our report
dated February 12, 1999, with respect to the consolidated financial statements
of Cullen/Frost Bankers, Inc. included in its Annual Report (Form 10-K) for
the year ended December 31, 1998, as amended by the Reports on Form 10-K/A
dated April 30, 1999 and June 23, 1999, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
San Antonio, Texas
June 24, 1999
EXHIBIT 24
Power of Attorney
<PAGE>
CULLEN/FROST BANKERS, INC.
OFFICERS' AND DIRECTORS' POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned director and/or officer of Cullen/Frost Bankers, Inc.,
a Texas corporation hereby constitutes and appoints Patrick B. Frost, Richard
W. Evans, Jr., and Phillip D. Green, or either of them, his true and lawful
attorneys-in-fact and agents, and with power of substitution and resubstitution,
with full power to sign a Registration Statement on Form S-8 under the
Securities Act of 1933, as amended ("Act") and any and all amendments
(including post-effective amendments) and supplements to the Registration
Statement, and to file the same with all Exhibits thereto and all other
documents in connection therewith, with the Securities and Exchange Commission,
for the purpose of registering 150,000 shares of Common Stock of Cullen/Frost
Bankers, Inc. (In the event of future stock dividends or stock splits, the
shares will adjust accordingly) under the Act for the 1997 Directors Stock
Option Plan, granting unto said attorneys-in-fact and agents, or either of them,
or their substitues, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
<PAGE>
Signatures Title Date
- ----------------------- -------------------------------- ---------------------
/s/ T.C. FROST
- ------------------------- Senior Chairman of the Board January 26, 1999
(T.C. Frost) and Director
/s/ RICHARD W. EVANS, Jr
- ------------------------ Chairman of the Board and January 26, 1999
(Richard W. Evans, Jr.) Director
/s/ R. DENNY ALEXANDER
- ----------------------- Director January 26, 1999
(R. Denny Alexander)
/s/ ISAAC ARNOLD, JR.
- ----------------------- Director January 26, 1999
(Isaac Arnold, Jr.)
/s/ ROYCE S. CALDWELL
- ----------------------- Director January 26, 1999
(Royce S. Caldwell)
/s/ RUBEN R. CARDENAS
- ----------------------- Director January 26, 1999
(Ruben R. Cardenas)
/s/ HENRY E. CATTO
- ----------------------- Director January 26, 1999
(Henry E. Catto)
/s/ BOB W. COLEMAN
- ----------------------- Director January 26, 1999
(Bob W. Coleman)
/s/ HARRY H. CULLEN
- ----------------------- Director January 26, 1999
(Harry H. Cullen)
- ----------------------- Director January 26, 1999
(Roy H. Cullen)
/s/ EUGENE H. DAWSON, SR.
- ------------------------- Director January 26, 1999
(Eugene H. Dawson, Sr.)
<PAGE>
Signatures Title Date
- --------------------------- -------------------------- ----------------------
/s/ CASS EDWARDS
- ------------------------- Director January 26, 1999
(Cass Edwards)
/s/ RUBEN M. ESCOBEDO
- ------------------------- Director January 26, 1999
(Ruben M. Escobedo)
/s/ W.N. FINNEGAN III
- ------------------------- Director January 26, 1999
(W.N. Finnegan III)
/s/ PATRICK B. FROST
- ------------------------- Director January 26, 1999
(Patrick B. Frost)
/s/ JOE FULTON
- ------------------------- Director January 26, 1999
(Joe Fulton)
/s/ JAMES W. GORMAN, JR.
- ------------------------- Director January 26, 1999
(James W. Gorman, Jr.)
/s/ JAMES L. HAYNE
- ------------------------- Director January 26, 1999
(James L. Hayne)
/s/ RICHARD M. KLEBERG, III
- --------------------------- Director January 26, 1999
(Richard M. Kleberg, III)
/s/ ROBERT S. McCLANE
- --------------------------- Director January 26, 1999
(Robert S. McClane)
/s/ IDA CLEMENT STEEN
- ---------------------------- Director January 26, 1999
(Ida Clement Steen)
/s/ CURTIS VAUGHAN, JR.
- ---------------------------- Director January 26, 1999
(Curtis Vaughan, Jr.)
/s/ HORACE WILKINS
- ---------------------------- Director January 26, 1999
(Horace Wilkins)
<PAGE>
Signatures Title Date
- ----------------------------- ------------------------- ---------------------
/s/ MARY BETH WILLIAMSON
- ---------------------------- Director January 26, 1999
(Mary Beth Williamson)
/s/ PHILLIP D. GREEN
- ---------------------------- Senior Executive Vice President January 26, 1999
(Phillip D. Green) and Chief Financial Officer
