<PAGE>
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------------------------------
SOUTHSIDE BANCSHARES CORP.
--------------------------------------------------
(Exact name of registrant as specified in charter)
Missouri 43-1262037
- ------------------------------- ------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
3606 Gravois Avenue, St. Louis, Missouri 63116 (314) 776-7000
-------------------------------------------------------------
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
SOUTHSIDE BANCSHARES CORP. EMPLOYEE STOCK OWNERSHIP PLAN
(WITH 401(k) PROVISIONS)
------------------------
(Full title of plan)
JOANNE M. SCHNEIDER
Secretary
Southside Bancshares Corp.
3606 Gravois Avenue
St. Louis, Missouri 63116
(314) 776-7000
-------------------------------------
(Name, address, including zip code,
and telephone number, including
area code, of agent for service)
Copies to:
ANGELA F. BRALY, Esq.
Lewis, Rice & Fingersh, L.C.
500 North Broadway, Suite 2000
St. Louis, Missouri 63102
(314) 444-7600
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered/(1)/ Registered/(2)/ Per Share/(3)/ Offering Price Fee
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
($1.00 par value) 60,000 $225 $13,500,000 $4,655.17
=========================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended, this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan described
herein.
(2) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended, this Registration Statement also covers securities to be offered
pursuant to terms which provide for a change in the amount of securities being
offered or issued to prevent dilution resulting from stock splits, stock
dividends or similar transactions, this Registration Statement shall cover the
additional securities to be offered or issued in connection with any such
provision.
(3) Estimated solely for the purposes of calculating the Registration Fee
hereunder, pursuant to Rule 457(h) under the Securities Act of 1933, as amended,
the Proposed Maximum Offering Price Per Share represents the average of the high
and low bid prices for the Registrant's common stock on January 26, 1996, such
being a date within five (5) business days prior to the date of filing of this
Registration Statement.
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<PAGE>
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION BY REFERENCE
Information contained in the following documents of Southside Bancshares
Corp. (the "Corporation") and the Southside Bancshares Corp. Employee Stock
Ownership Plan (With 401(k) Provisions) (the "Plan") filed with the Securities
and Exchange Commission (the "Commission") is incorporated herein by reference:
(a) The Annual Report of the Corporation on Form 10-K for the fiscal year
ended December 31, 1994, as filed with the Commission pursuant to Section 13(a)
or 15(d) of the Securities and Exchange Act of 1934, as amended (the "Exchange
Act");
(b) All other reports filed by the Corporation pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 1994;
(c) The description of the Corporation's common stock (the "Common Stock")
contained in the Corporation's Registration Statement on Form S-1 under the
Securities Act of 1933, as amended (the "Securities Act"), Registration No. 33-
22739, effective day June 27, 1988, and including any amendment or report filed
for purposes of updating such description.
All reports and other documents subsequently filed by the Corporation and
the Plan pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered 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 date of the filing of such reports and documents.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 351.355(1) and (2) of The General Business Corporation Law of the
State of Missouri provides that a corporation may indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he 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 reasonable cause to believe his conduct
was unlawful, except that, in the case of an action or suit by or in the right
of the corporation, the corporation may not indemnify such persons against
judgments and fines, and no person shall be indemnified as to any claim, issue
or matter as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to the corporation,
unless and only to the extent that the court in which the action or suit was
brought determines upon application that such person is fairly and reasonably
entitled to indemnity for proper expenses. Section 351.355(3) provides that, to
the extent that a director, officer, employee or agent of the corporation has
been successful in the defense of any such action, suit or proceeding or any
claim, issue or matter therein, he shall be indemnified against expenses,
including attorney's fees, actually and reasonably incurred in
II-1
<PAGE>
connection with such action, suit or proceeding. Section 351.355(7) provides
that a Missouri corporation may provide additional indemnification to any person
indemnifiable under subsection (1) or (2), provided such additional
indemnification is authorized by the corporation's articles of incorporation or
an amendment thereto or by a shareholder-approved bylaw or agreement, and
provided further that no person shall thereby be indemnified against conduct
which was finally adjudged to have been knowingly fraudulent, deliberately
dishonest or willful misconduct. Article XI of the Corporation's Restated
Articles of Incorporation, provides that the Corporation shall extend to its
directors and officers the indemnification specified in subsections (1) and (2)
and the additional indemnification authorized in subsection (7) and that it may
extend to employees and agents such indemnification and additional
indemnification and fund such indemnification by insurance as the Corporation
may deem appropriate. Article VII of the Corporation's Restated Bylaws makes
similar provisions with respect to indemnification of the Corporation's
directors, officers, employees and agents.
Pursuant to a policy of directors' and officers' liability insurance, with
total annual limits of $5,000,000, the Corporation's officers and directors are
insured, subject to the limits, retention, exceptions and other terms and
conditions of such policy, against liability for any actual or alleged error,
misstatement, misleading statement, act or omission, or neglect or breach of
duty by the directors or officers of the Corporation in the discharge of their
duties solely in their capacity as directors or officers of the Corporation,
individually or collectively, or any matter claimed against them solely by
reason of their being directors or officers of the Corporation.
ITEM 8. EXHIBITS
The following exhibits are submitted herewith or incorporated by reference
herein.
Exhibit
Number Exhibit
------ -------
4(a) Instruments defining the rights of holders of the common stock, $1
par value, of the Registrant incorporated herein by reference from
the Restated Articles of Incorporation of the Registrant filed as
Exhibit 4(a) to the Registrant's Registration Statement on Form
S-8 on May 2, 1994, incorporated herein by reference.
4(b) Restated Bylaws of the Registrant with amendments through December
28, 1995.
5(i) Opinion of Lewis, Rice & Fingersh, L.C.
23(a) Consent of KPMG Peat Marwick LLP
23(b) Consent of Lewis, Rice & Fingersh, L.C. (included as part of
Exhibit 5(i))
24 Power of Attorney
The undersigned Registrant has submitted the Plan to the Internal Revenue
Service (the "IRS") and hereby undertakes to make all changes required by the
IRS in order to qualify the Plan.
II-2
<PAGE>
ITEM 9. UNDERTAKINGS
(a) 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;
(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;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the Registration Statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by
the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under 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, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange 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) Insofar as 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
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<PAGE>
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.
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<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 County of St. Louis, State of Missouri, on January 25,
1996.
SOUTHSIDE BANCSHARES CORP.
By /s/ Thomas M. Teschner
-------------------------------------
Thomas M. Teschner
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.
Name Title Date
- ---- ----- ----
/s/ Thomas M. Teschner President, Chief Executive January 25, 1996
- ----------------------- Officer, and Director
Thomas M. Teschner (principal executive officer)
/s/ Joseph W. Pope Senior Vice President and January 25, 1996
- ----------------------- Chief Financial Officer
Joseph W. Pope (principal financial and
accounting officer)
* Chairman of the Board and January 25, 1996
- ----------------------- Director
Howard F. Etling
* Director January 25, 1996
- -----------------------
Richard F. Baalmann
<PAGE>
* Director January 25, 1996
- -------------------------
Joseph W. Beetz
* Director January 25, 1996
- -------------------------
Ralph Crancer, Jr.
* Director January 25, 1996
- -------------------------
Douglas P. Helein
* Director January 25, 1996
- -------------------------
Charles F. Herwig
* Director January 25, 1996
- -------------------------
Earle J. Kennedy, Jr.
* Director January 25, 1996
- -------------------------
Norville K. McClain
* Director January 25, 1996
- -------------------------
Daniel J. Queen
* Director January 25, 1996
- -------------------------
Richard G. Schroeder, Sr.
* By /s/ Thomas M. Teschner
------------------------------------
Thomas M. Teschner, Attorney-in-fact
Thomas M. Teschner, by signing his name hereto, does sign this document on
behalf of the persons named above, pursuant to a power of attorney executed by
such persons, filed herewith as Exhibit 24.
<PAGE>
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the County of St. Louis, State of
Missouri, on January 25, 1996.
SOUTHSIDE BANCSHARES CORP. EMPLOYEE STOCK
OWNERSHIP PLAN (WITH 401(K) PROVISIONS)
By: /s/ Thomas M. Teschner
-------------------------------------
Thomas M. Teschner, Trustee
By: /s/ Howard F. Etling
-------------------------------------
Howard F. Etling, Trustee
<PAGE>
SOUTHSIDE BANCSHARES CORP.
FORM S-8 REGISTRATION STATEMENT
Exhibit Index
Exhibits
- --------
4(a) Instruments defining the rights of holders of the common
stock, $1 par value, of the Registrant incorporated herein by
reference from the Restated Articles of Incorporation of the
Registrant filed as Exhibit 4(a) to the Registrant's
Registration Statement on Form S-8 on May 2, 1994,
incorporated herein by reference.
4(b) Restated Bylaws of the Registrant with amendments through
December 28, 1995.
5(i) Opinion of Lewis, Rice & Fingersh, L.C.
23(a) Consent of KPMG Peat Marwick LLP
23(b) Consent of Lewis, Rice & Fingersh, L.C. (included as part
of Exhibit 5(i))
24 Power of Attorney
<PAGE>
Exhibit 4(b)
<PAGE>
RESTATED BYLAWS
OF
SOUTHSIDE BANCSHARES CORP.
(A Missouri Corporation)
Dated February 24, 1994
INDEX
ARTICLE I Offices and Records
ARTICLE II Seal
ARTICLE III Shareholders Meetings
ARTICLE IV Directors
ARTICLE V Officers
ARTICLE VI Share of Stock
ARTICLE VII Indemnification
ARTICLE VIII General
<PAGE>
I. OFFICES AND RECORDS
-----------------------
Registered Office and Registered Agent. The location of the registered
office and the name of the registered agent of the Corporation in the State of
Missouri shall be determined from time to time by the Board of Directors and
shall be on file in the appropriate office of the State of Missouri pursuant to
applicable provisions of law.
Corporate Offices. The Corporation may have such corporate offices, anywhere
within and without the State of Missouri as the Board of Directors from time to
time may appoint, or the business of the Corporation may require. The
"principal place of business" or "principal business" or "executive" office or
offices of the Corporation may be fixed and so designated from time to time by
the Board of Directors, but the location or residence of the Corporation in
Missouri shall be deemed for all purposes to be in the city or county in which
its registered office in Missouri is maintained.
Records. The Corporation shall keep at its registered office, or principal
place of business, in Missouri, original or duplicate books in which shall be
recorded the number of its shares subscribed, the names of the owners of its
shares, the numbers owned of record by them respectively, the amount of shares
paid, and by whom, the transfer of said shares with the date of transfer, the
amount of assets and liabilities, and the names and places of residence of its
Officers, and from time to time such other or additional records, statements,
lists, and information as may be required by law, including the Shareholders'
lists mentioned in these Bylaws.
Inspection of Records. A Shareholder, if he is entitled and demands to
inspect the records of the Corporation pursuant to any statutory or other legal
right, shall be privileged to inspect such records only during the usual and
customary hours of business and in such manner as will not unduly interfere with
the regular conduct of the business of the Corporation. A Shareholder may
delegate his right of inspection to his representative on the condition that, if
the representative is not an attorney, the Shareholder and representative agree
with the Corporation to furnish to the Corporation, promptly as completed or
made, a true and correct copy of each report with respect to such inspection
made by such
<PAGE>
representative. No Shareholder shall use or permit to be used or acquiesce in
the use by others of any information so obtained, to the detriment competitively
of the Corporation, nor shall he furnish or permit to be furnished any
information so obtained to any competitor or prospective competitor of the
Corporation. The Corporation as a condition precedent to any Shareholder's
inspection of the records of the Corporation may require the Shareholder to
indemnify the Corporation against any loss or damage which may be suffered by it
arising out of or resulting from any unauthorized disclosure made or permitted
to be made by such Shareholder of information obtained in the course of such
inspection.
II. SEAL
---------
Corporate Seal. The corporate seal shall have inscribed thereon the name of
the Corporation and the words: Corporate Seal Missouri. Said seal may be used
by causing it or a facsimile thereof to be impressed or affixed or in any manner
reproduced.
III. SHAREHOLDERS MEETINGS
---------------------------
Place Of Meeting. Any annual meeting or special meeting of the Shareholders
of the Corporation is to held at such place within or without the State of
Missouri as may be designated by the Board of Directors or executive committee
of the Corporation. If there is a failure to designate a place for such
meetings, the same is to be held at the principal place of business of the
Corporation.
Annual Meetings. The annual meeting of the Corporation's Shareholders is to
be held at 2:00 p.m. on the fourth Thursday of the month of April of each year,
immediately following the end of each tax year, if not a legal holiday, and if a
legal holiday, then on the next business day following such date, for the
purpose of electing Directors and for the transaction of such other business as
may properly come before the meeting.
Special Meetings. Special meetings of the Shareholders will be called by the
Secretary upon request of the President or a majority of the members of the
Board of Directors or upon the written request of
<PAGE>
the holders of not less than eighty percent (80%) of all the outstanding shares
of the Corporation's stock entitled to vote at such meeting. Notwithstanding
the provisions of any Articles of the Articles of Incorporation or any other
Article herein, this section of the Bylaws may not be amended or repealed
without the consent of the holders of eighty percent (80%) of the outstanding
shares of the Corporation.
Action in Lieu of Meeting. Actions shall be taken by the Shareholders only
at annual or special meetings of Shareholders, and Shareholders may not act by
written consent. This Section of the Bylaws may not be altered, amended or
repealed except by an affirmative vote of at least eighty percent (80%) of the
total number of Directors or by eighty percent (80%) of the Shareholders of the
Corporation, as provided by the Articles of Incorporation.
Notice. Written notice of each meeting of the Shareholders, whether annual
or special, stating the place, day and hour of the meeting, and in case of
special meeting the purpose or purposes thereof, shall be delivered or given to
each Shareholder entitled to vote thereat, not less than ten days nor more than
fifty days prior to the meeting.
Any notice of a Shareholders' meeting sent by mail shall be deemed to be
delivered when deposited in the United States Mail with postage thereon prepaid
addressed to the Shareholder at his address as it appears on the records of the
Corporation.
Waiver of Notice. Whenever any notice is required to be given under the
provisions of these Bylaws, or the Articles of Incorporation of the Corporation
or any law, a waiver thereof in writing signed by the person or persons entitled
to such notice, whether before or after the time states therein, shall be deemed
the equivalent to the giving of such notice.
To the extent provided by law, attendance at any meeting shall constitute a
waiver of notice of such meeting.
Business Transacted at Annual and Special Meetings. At each annual meeting
of Shareholders, the Shareholders shall elect Directors and transact such other
business as shall properly come before the meeting. Business transacted at all
special meetings shall be confined to the purposes stated in the notice
<PAGE>
of such meetings. In order for any nomination for Director to be entertained at
any meeting or for any business to be transacted at any annual meeting of the
Shareholders, other than nominations or business made or proposed by or at the
direction of the Board of Directors, notice thereof must be received from the
nominating or proposing Shareholder by the Secretary of the Corporation,
accompanied or promptly followed by such supporting information as the Secretary
shall reasonably request, not less than seventy-five days prior to the date of
any annual meeting or more than seven days after the mailing of notice of any
special meeting.
Quorum. Except as may be otherwise provided by law or by the Articles of
Incorporation, the holders of a majority of the voting shares issued and
outstanding, and entitled to vote thereat, present in person or by proxy, shall
be requisite for and shall constitute a quorum, at all meetings of the
Shareholders, for the transaction of business. If, however, such quorum should
not be present at any meeting, the Shareholders present and entitled to vote
shall have power successively to adjourn the meeting, without notice other than
announcement at the meeting, to a specified date not longer than ninety days
after such adjournment. At such adjourned meeting at which a quorum is present
any business may be transacted which might have been transacted at the meeting
as originally notified.
Voting. Each Shareholder shall be entitled to vote in person or by proxy and
shall have one vote for each share of stock entitled to vote under the
provisions of the Articles of Incorporation which is registered in his or her
name on the books of the Corporation. Cumulative voting for the election of
Directors is denied.
If the Board of Directors shall not have closed the transfer books of the
Corporation or set a record date for the determination of its Shareholders
entitled to vote, as otherwise provided in these Bylaws, no person shall be
admitted to vote directly or by proxy except those in whose names the shares of
the Corporation shall have stood on the transfer books on a date fifty days
previous to the date of the meeting.
<PAGE>
Removal of Directors. At a meeting called expressly for that purpose, a
Director of the Corporation or the entire Board of Directors of the Corporation
may be removed without cause only upon the affirmative vote of the holders of
not less than eighty percent (80%) of the shares entitled to vote generally in
the election of Directors; provided, however, that, if less than the entire
Board of Directors is to be so removed without cause, no one of the Directors
may be removed if the votes cast against such Director's removal would be
sufficient to elect such Director if then cumulatively voted at an election of
the Class of Directors of which such Director is a part. At a meeting called
expressly for that purpose, a Director may be removed by the Shareholders for
cause by the affirmative vote of the holders of majority of the shares entitled
to vote upon his election.
Inspectors. At each meeting of Shareholders where the object of the meeting
shall be to elect Directors or to take a vote of the Shareholders on any
proposition, the presiding Officer of the meeting shall appoint not less than
two persons, who are not Directors of this Corporation, inspectors to receive
and canvass the votes given at such meeting and certify the result to him or
her.
IV. DIRECTORS
--------------
Qualifications and Number. The business of the Corporation shall be managed
under the direction of its Board of Directors and each Director shall be a
natural person of full age. In order to be qualified for nomination for, and
election to, the Corporation's Board of Directors, a person must own a minimum
of 1,000 shares of common stock of the Corporation. For purposes of this
paragraph, the requisite number of shares may be owned (i) by the Director in
his own name; (ii) by the Director's spouse (whether in his or her own name or
jointly with the Director); (iii) by any trust for which the Director is the
trustee or co-trustee and also the grantor or the sole beneficiary; (iv) by a
custodian or broker for the account of either the Director, the Director's
spouse or a trust described in (iii), above; or (v) by the Director's minor
child, provided such shares were given to the child by the Director or the
Director's spouse in accordance with the Uniform Gift to Minors Act.
<PAGE>
The number of Directors which shall constitute the whole Board shall be
fixed, from time to time, by resolutions adopted by the Board, but shall not be
less than nine (9) persons nor more than fifteen (15). The Board shall be
divided into three classes as nearly equal in number as possible whose term
expire at different times. When the initial Board is elected, two (2) Directors
shall be elected for a term of one (1) year; two (2) Directors for a term of two
(2) years; and three (3) Directors for a term of three (3) years. At each
subsequent annual Shareholders, meeting, successors to the class of Directors
whose term expire that year shall be elected to hold office for a term of three
(3) years. Notwithstanding the provisions of any other Article herein, this
section of the Bylaws may not be amended or repealed without the consent of the
holders of eighty percent (80%) of the outstanding shares of the Corporation.
Classes, Election and Term. The Board of Directors shall be and is divided
into three classes, Class I, Class II and Class III, which shall be as nearly
equal in number as possible. At each annual meeting, the Shareholders shall
elect by ballot the members of the Board of Directors. Each person appointed or
elected as a Director shall hold office until the annual meeting of the
Shareholders at which his or her term expires or until his or her successor
shall have been elected by the Shareholders, unless he shall have been removed
by the Shareholders. Each Director elected thereafter shall hold office for a
term of years as specified for his or her class and after three years all
Directors will be elected for terms of three (3) years and thereafter until his
or her successor shall have been elected and qualify, unless he shall be removed
by action of the Shareholders. Whenever any vacancy on the Board of Directors
shall occur due to death, resignation, retirement, removal, or resulting from an
increase in the authorized number of Directors, or otherwise, a majority of the
remaining Directors then in office, although less than a majority of the entire
Board of Directors, may fill the vacancy or vacancies so created until a
successor or successors shall be duly elected by the Shareholders and shall
qualify. The Board of Directors may apportion any increase or decrease in
Directorships among the classes as nearly equal in number as possible.
Notwithstanding the provision of any other Article herein, only the
<PAGE>
remaining Directors of the Corporation shall have the authority, in accordance
with the procedure stated above, to fill any vacancy which exists on the Board
of Directors.
Powers of the Board. The property and business of the Corporation shall be
managed by the Directors, acting as a Board. The Board shall have and is vested
with all and unlimited powers and authorities, except as may be expressly
limited by law, the Articles of Incorporation or by these Bylaws, to do or cause
to be done any and all lawful things for and in behalf of the Corporation, to
exercise or cause to be exercised any or all of its powers, privileges and
franchises, and to seek the effectuation of its objects and purposes.
Meetings of the Newly Elected Board--Notice. The members of each newly
elected Board shall meet (i) at such time and place, either within or without
the state of Missouri, as shall be suggested or provided for by resolution of
the Shareholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected Directors in order legally to constitute the
meeting, provided a quorum shall be present, or (ii) if not so suggested or
provided for by resolution of the Shareholders or if a quorum shall not be
present, the members of such Board may meet at such time and place as shall be
consented to in writing by a majority of the newly elected Directors, provided
that written or printed notice of such meeting shall be mailed, sent by telegram
or delivered to each of the same Directors in the same manner as provided in
these Bylaws with respect to the giving of notice for special meetings of the
Board except that it shall not be necessary to state the purpose of the meeting
in such notice, or (iii) regardless of whether or not the time and place of such
meeting shall be suggested or provided for by resolution of the Shareholders at
the annual meeting, the members of such Board may meet at such time and place as
shall be consented to in writing by all of the newly elected Directors. Each
Director, upon his election, shall qualify by accepting the office of Director,
and his attendance at, or his written approval of the minutes of, any meeting of
the newly elected Directors shall constitute his acceptance of such office; or
he may execute such acceptance by a separate writing, which shall be placed in
the minute book.
<PAGE>
Regular Meetings--Notice. Regular meetings of the Board may be held without
notice at such times and places either within or without the State of Missouri
as shall from time to time be fixed by resolution adopted by the full Board of
Directors. Any business may be transacted at a regular meeting.
Special Meetings--Notice. Special meetings of the Board may be called at any
time by the Chairman of the Board or the President, or by any three or more of
the Directors. The place may be within or without the State of Missouri as
designated in the notice.
Written or printed notice of each special meeting of the Board, stating the
place, day and hour of the meeting and the purpose or purposes thereof, shall be
mailed to each Director at least three (3) days before the day on which the
meeting is to be held, or shall be sent to him by telegram, or be delivered, at
least two (2) days before the day on which the meeting is to be held. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail with postage thereon addressed to the Director at his residence or
usual place of business. if notice be given by telegraph, such notice shall be
deemed to be delivered when the same is delivered to the telegraph company.
Action in Lieu of Meeting. Any action required or permitted to be taken at a
meeting of the Board of Directors may be taken without a meeting if a consent in
writing setting forth the action so taken shall be signed by all the Directors
entitled to vote with respect to the subject matter thereof. Any such consent
signed by all the Directors shall have the same effect as a unanimous vote and
may be stated as such in any document describing the action taken by the Board
of Directors.
Meeting by Conference Telephone or Similar Communications Equipment. Members
of the Board of Directors of the Corporation or any committee designated by such
Board, may participate in a meeting of such Board or committee by means of
conference telephone or similar communications equipment whereby all persons
participating in the meeting can hear each other, and participate in a meeting
in such manner shall constitute presence in person at such meeting.
Quorum. At all meetings of the Board a majority of the full Board of
Directors shall, unless a greater number as to any particular matter is required
by the Articles of Incorporation or these Bylaws,
<PAGE>
constitute a quorum for the transaction of business, and the act of a majority
of the Directors present at any meeting at which there is a quorum, except as
may be otherwise specifically provided by statute, by the Articles of
Incorporation, or by these Bylaws, shall be the act of the Board of Directors.
Less than a quorum may adjourn a meeting successively until a quorum is
present, and no notice of adjournment shall be required.
Waiver. Any notice provided or required to be given to the Directors may be
waived by any of them, whether before, at, or after the time stated therein.
Attendance of a Director at any meeting shall constitute a waiver of notice
of such meeting except where he attends for the express purpose, and so states
at the opening of the meeting, of objecting to the transaction of any business
because the meeting is not lawfully called or convened.
Vacancies. If the office of any Director becomes vacant by reason of death
or resignation, a majority of the survivors or remaining Directors may fill the
vacancy until a successor shall have been duly elected at a Shareholders'
meeting.
Executive Committee. The Board of Directors may, by resolution passed by a
majority of the whole Board, designate an executive committee, such committee to
consist of two or more Directors of the Corporation. Said committee, to the
extent provided in said resolution, shall have and may exercise all of the
authority of the Board of Directors in the management of the Corporation.
The executive committee shall keep regular minutes of its proceedings and the
same shall be recorded in the minute book of the Corporation. The Secretary or
an Assistant Secretary of the Corporation may act as Secretary for the committee
if the committee so requests.
Compensation of Directors and Committee Members. Directors and members of
all committees shall not receive any stated salary for their services as such,
but by resolution of the Board, a fixed sum and expenses of attendance, if any,
may be allowed for attendance at each regular or special meeting of the Board or
committee; provided that nothing herein contained shall be construed to preclude
any
<PAGE>
Director or committee member from serving the Corporation in any other capacity
and receiving compensation therefor.
Protection of Director for Reliance on Corporate Records. No Director shall
be liable for dividends legally declared, distribution legally made to
Shareholders, or any other action taken in reliance in good faith upon financial
statements of the Corporation represented to him to be correct by the president
of the Corporation or the Officer having charge of the books of account, or
certified by an accountant to fairly represent the financial condition of the
Corporation; nor shall any such Director be liable for determining in good faith
the amount available for dividends or distributions by considering the assets to
be of their book values.
V. OFFICERS
-----------
Officers--Who Shall Constitute. The Officers of the Corporation shall be a
President and a Secretary, and the Corporation may have, as Officers, one or
more Vice Presidents, a Treasurer, one or more Assistant Secretaries and one or
more Assistant Treasurers. The Board shall elect or appoint a President and
Secretary at its first meeting after each annual meeting of the Shareholders.
The Board then, or from time to time, may also elect or appoint one or more
other Officers as it shall deem advisable, but need not elect or appoint any
Officers other than a President and a Secretary.
An Officer need not be a Shareholder.
Any two or more of such offices may be held by the same person, except the
offices of President and Secretary.
Term of Office. Each Officer of the Corporation shall hold his office for
the term for which he was elected, or until he resigns or is removed by the
Board, whichever first occurs.
Removal. Any Officer or agent elected or appointed by the Board of Directors
may be removed or discharged by the Board whenever in its judgment the best
interests of the Corporation would be served thereby.
<PAGE>
Salaries and Compensation. Salaries and compensation of all elected Officers
of the Corporation shall be fixed, increased or decreased by the Board of
Directors.
The President. The President shall be the chief executive Officer of the
Corporation. Except as otherwise provided for in these Bylaws, the President
shall preside at all meetings of the Shareholders and Directors. The president
shall have general and active management of the business of the Corporation and
shall carry into effect all directions and resolutions of the Board.
The president shall have such other or further duties and authority as may be
prescribed elsewhere in these Bylaws or as may be prescribed from time to time
by the Board of Directors.
Vice President. The Vice President shall, in the absence, disability or
inability to act of the President, perform the duties and exercise the powers of
the President, and shall perform such other duties as the Board of Directors
shall from time to time prescribe.
The Secretary. The Secretary shall attend all sessions of the Board and,
except as otherwise provided for in these Bylaws, all meetings of the
Shareholders, and shall record or cause to be recorded all votes taken and the
minutes of all proceedings in a minute book of the Corporation to be kept for
that purpose. The Secretary shall perform like duties for the executive and
other standing committees when requested by the Board or such committee to do
so.
The Secretary shall have the principal responsibility to give, or cause to be
given, notice of all meetings of the Shareholders and of the Board of Directors,
but this shall not lessen the authority of others to give such notice as is
authorized elsewhere in these Bylaws.
The Secretary shall see that all books, records, lists and information, or
duplicates, required to be maintained at the registered or some office of the
Corporation in Missouri, or elsewhere, are so maintained.
The Secretary shall keep in safe custody the seal of the Corporation, and
when duly authorized to do so, shall affix the same to any instrument requiring
it, and when so affixed, shall attest the same by his signature.
<PAGE>
The Secretary shall perform such other duties and have such other authority
as may be prescribed elsewhere in these Bylaws or as may be prescribed from time
to time by the Board of Directors or the President, under whose direct
supervision the Secretary shall be.
The Treasurer. The Treasurer shall have the general duties, powers and
responsibilities of a Treasurer of a Corporation, and shall be the chief
financial and accounting Officer of the Corporation.
The Treasurer shall perform such other duties and shall have such other
responsibility and authority as may be prescribed from time to time by the Board
of Directors.
VI. SHARES OF STOCK
--------------------
Certificate for Share of Stock. The certificates for shares of stock of the
Corporation shall be numbered, shall be in such form as may be prescribed by the
Board of Directors in conformity with law, and shall be entered in the stock
books of the Corporation as they are issued, and such entries shall show the
name and address of the person, firm, partnership, Corporation or association to
whom each certificate is issued. Each certificate shall have printed, typed or
written thereon the name of the person, firm, partnership, Corporation or
association to whom it is issued, and the number of shares represented thereby
and shall be signed by the President or a Vice President, and the Secretary or
an Assistant Secretary of the Corporation and sealed with the seal of the
Corporation, which seal may be facsimile, engraved or printed.
Lost or Destroyed Certificates. In case of the loss or destruction of any
certificate for shares of stock of the Corporation, upon due proof of the
registered owner thereof or his representatives, by affidavit of such loss or
otherwise, the President and Secretary may issue a duplicate certificate
(plainly marked "duplicate") in its place, upon the Corporation being fully
indemnified therefor.
Transfers of Shares, Transfer Agent. Transfers of shares of stock shall be
made on the stock record or transfer books of the Corporation only by the person
named in the stock certificate, or by his attorney lawfully constituted in
writing, and upon surrender of the certificate therefor. The stock record book
and
<PAGE>
other transfer records shall be in the possession of the Secretary or of a
transfer agent under such arrangements and upon such terms and conditions as the
Board deems advisable.
Closing of Transfer Books. The Board of Directors shall have power to close
the stock transfer books of the Corporation for a period not exceeding fifty
days preceding the date of any meeting of the Shareholders, or the date for
payment of any dividend, or the date for the allotment of rights, or the date
when any change or conversion or exchange of shares shall go into effect;
provided, however, that in lieu of closing the stock transfer books as
aforesaid, the Board of Directors may fix in advance a date not exceeding fifty
days preceding the date of any meeting of Shareholders, of the date for the
payment of any dividend, or the date for the allotment of rights, or the date
when any change or conversion or exchange of shares shall go into effect, as a
record date for the determination of the Shareholders entitled to notice of, and
to vote at, the meeting or any adjournment thereof, or entitled to receive
payment of the dividends, or entitled to the allotment of rights, or entitled to
exercise the rights in respect of the change, conversion or exchange of shares.
No Fractional Share Interests. The Corporation shall not issue fractions of
a share.
VII. INDEMNIFICATION
--------------------
(1) Indemnification of Directors and Officers. The Corporation, except as
provided in paragraph (3), shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit, or proceeding, whether civil, criminal, administrative or investigative,
including, without limitation, any action by or in the right of the Corporation,
by reason of the fact that he is or was a Director or Officer of the
Corporation, or is or was a Director or Officer of the Corporation who is or was
serving at the request of the Corporation as a Director, Officer, agent,
employee, partner, trustee of another Corporation, partnership, joint venture,
trust or other enterprise, against expenses, including attorneys' fees,
judgments, fines, taxes and amounts paid in settlement, actually and reasonably
incurred by him in connection with such action, suit, or proceeding if such
<PAGE>
person's conduct is not finally adjudged to be knowingly fraudulent,
deliberately dishonest or willful misconduct. The right to indemnification
conferred in this paragraph shall be a contract right and shall include the
right to be paid by the Corporation expenses incurred in defending any actual or
threatened civil or criminal action, suit or proceeding in advance of the final
disposition of such action, suit or proceeding. Such right will be conditioned
upon receipt of an undertaking by or on behalf of the Director or Officer to
repay such amount if it shall ultimately be determined that he is not entitled
to be indemnified by the Corporation as authorized in this Article VII.
(2) Indemnification of Others. The Corporation may indemnify any person who
is or was a party or is threatened to be made a party to any threatened, pending
or completed action, suit, or proceeding, whether civil, criminal,
administrative or investigative, including, without limitation, any action by or
in the right of the Corporation, by reason of the fact that he is or was a non-
Officer employee or agent of the Corporation, or is or was a non-Officer
employee or agent of the Corporation who is or was serving at the request of the
Corporation as a Director, Officer, agent, employee, partner or trustee of
another Corporation, partnership, joint venture, trust or other enterprise,
against expenses, including attorneys' fees, judgments, fines, taxes and amounts
paid in settlement actually and reasonably incurred by him in connection with
such action, suit, or proceeding if such person's conduct is not finally
adjudged to be knowingly fraudulent, deliberately dishonest or willful
misconduct. Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of the final disposition of
the action, suit, or proceeding as authorized by the Board of Directors in the
specific case upon receipt of an undertaking by or on behalf of the non-Officer
employee or agent to repay such amount if it shall ultimately be determined that
he is not entitled to be indemnified by the Corporation as authorized in this
Article VII.
(3) Payment of Expenses. If a claim under paragraph (1) of this Article is
not paid in full by the Corporation within thirty days after a written claim has
been received by the Corporation, the claimant may at any time thereafter bring
suit against the Corporation to recover the unpaid amount of
<PAGE>
the claim and, if successful in whole or in part, the claimant shall be entitled
to be paid also the expense of prosecuting such claim. It shall be a defense to
any such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required undertaking, if any is required, has been tendered to the
Corporation) that the claimant has not met the standards of conduct which make
it permissible under The General Business and Corporation Law of Missouri for
the Corporation to indemnify the claimant for the amount claimed, but the burden
of proving such defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel, or its
Shareholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in The
General Business and Corporation Law of Missouri, nor an actual determination by
the Corporation (including its Board of Directors, independent legal counsel, or
its Shareholders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.
(4) Indemnification Provided Hereby Not Exclusive. The indemnification
provided by this Article VII shall not be deemed exclusive of any other rights
to which those seeking indemnification may be entitled under the Articles of
Incorporation or Bylaws or any agreement, vote of Shareholders or disinterested
Directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a Director, Officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person.
(5) Purchase of Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a Director, Officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a Director, Officer, employee, partner, trustee or agent of another
Corporation, partnership, joint venture, trust or other enterprise against any
liability asserted
<PAGE>
against him and incurred by him in any such capacity, or arising out of his
status as such, whether or not the Corporation would have the power to indemnify
him against such liability under the provisions of this Article VII.
(6) Definition of "Corporation". For the purposes of this Article VII,
references to "the Corporation" include all constituent Corporations absorbed in
a consolidation or merger as well as the resulting or surviving Corporation so
that any person who is or was a Director, Officer, employee or agent of such a
constituent Corporation or is or was serving at the request of such constituent
Corporation as a Director, Officer, employee, partner, trustee or agent of
another Corporation, partnership, joint venture, trust or other enterprise shall
stand in the same position under the provisions of this Article VII with respect
to the resulting or surviving Corporation as he would if he had served the
resulting or surviving Corporation in the same capacity.
(7) Other Definitions. For purposes of this Article VII, the term "other
enterprise" shall include employee benefit plans; the term "fines" shall include
any excise taxes assessed on a person with respect to any employee benefit plan;
and the term "serving at the request of the Corporation" shall include any
service as a Director, Officer, employee, partner, trustee or agent of the
Corporation which imposes duties on, or involves services by, such Director,
Officer, employee, partner, trustee or agent of, or at the request of the
Corporation which imposes duties on, or involves services by, such Director,
Officer, employee, partner, trustee or agent with respect to an employee benefit
plan, its participants, or beneficiaries.
(8) Savings Clauses. In the event any provision of this Article VII shall be
held invalid by any court of competent jurisdiction, such holding shall not
invalidate any other provision of this Article VII and any other provisions of
this Article VII shall be construed as if such invalid provision had not been
contained in this Article. In any event, the Corporation shall indemnify any
person who is or was a Director or Officer of the Corporation, or who is or was
a Director or Officer of the Corporation who is or was serving at the request of
the Corporation as a Director, Officer, agent, employee, partner or
<PAGE>
trustee of another Corporation, partnership, joint venture, trust or other
enterprise, to the full extent permitted by Missouri law as in effect from time
to time.
VIII. GENERAL
--------------
Fiscal Year. The Board of Directors shall have the paramount power to fix,
and from time to time, to change, the fiscal year of the Corporation. In the
absence of action by the Board of Directors, however, the fiscal year of the
Corporation shall be determined and signified by the filing of the Corporation's
first federal income tax return, until such time, if any, as the fiscal year
shall be changed by the Board of Directors.
Amendments to Bylaws. The Bylaws, or any of them, or any additional or
supplementary bylaws, may be altered, amended or repealed, and new bylaws may be
adopted at any annual meeting of the Shareholders without notice, or at any
special meeting the notice of which shall set forth the terms of the proposed
bylaw or action to be taken on any bylaw, by a vote of the majority of the
shares represented in person or by proxy and entitled to vote at such annual or
special meeting, as the case may be, except as otherwise provided herein.
To the extent provided for in the Articles of Incorporation, the Board of
Directors shall also have the power to adopt new bylaws, and to amend, alter and
repeal these and any additional and supplementary bylaws, at any regular or
special meeting of the Board of Directors. Notice of any such action to be taken
on any bylaws need not be included in the call of said meeting.
<PAGE>
CERTIFICATE
I, the undersigned, hereby certify that I acted as Secretary of a meeting of
the Board of Directors of Southside Bancshares Corp. held on the 24th day of
February, 1994, at which the foregoing Bylaws were duly adopted as and for the
Bylaws of said Corporation, and hereby further certify that the foregoing
constitute the Bylaws of said Corporation.
Dated this 24th day of February, 1994.
/s/ Joanne M. Schneider
___________________________________
Joanne M. Schneider, Secretary
<PAGE>
SOUTHSIDE BANCSHARES CORP.
AMENDMENT TO BYLAWS
(DECEMBER 28, 1995 BOARD OF DIRECTORS MEETING)
WHEREAS, the Corporation has declared a 10 for 1 split of the Corporation
common stock to be effected as of February 15, 1996; and
WHEREAS, the Board of Directors of the Corporation deems it desirable and in
the best interest of the Corporation and its stockholders that the Corporation
amend the Bylaws of the Corporation to adjust the number of shares of common
stock that a director must own to qualify as a director of the Corporation so as
to adjust for the effects of said stock split.
NOW THEREFORE, BE IT RESOLVED, that effective as of February 15, 1996, the
paragraph captioned "Qualification and Number" set forth in the Article IV of
the Bylaws of the Corporation is hereby amended by deleting the second sentence
of the first paragraph thereof and replacing said sentence with the following
sentence:
"In order to be qualified for nomination for, and election to the
Corporation's Board of Directors, a person must own a minimum of 10,000
shares of common stock of the Corporation."
BE IT FURTHER RESOLVED, that the appropriate officers of the Corporation be
and hereby are authorized and directed in the name and on behalf of the
Corporation to take all action which they deem necessary or advisable in order
to effect the foregoing resolution and, in connection therewith, to execute,
acknowledge, deliver and file all such documents and instruments as in their
judgment shall be necessary, proper or advisable in order fully to carry out the
intent and to accomplish the purposes of the foregoing resolution and that any
and all such actions taken by such officers of the Corporation with respect to
the subject matter of these resolutions be, and they hereby are, in all
respects, approved, ratified and confirmed.
SECRETARY'S CERTIFICATE
-----------------------
I, Joanne M. Schneider, do hereby certify that I am the duly elected and
acting Secretary of Southside Bancshares Corp., a Missouri corporation (the
"Corporation"), and that the foregoing "Southside Bancshares Corp. Amendment to
Bylaws" was duly adopted by the Board of Directors of the Corporation at a
meeting of the Board on December 28, 1995.
IN WITNESS WHEREOF, the undersigned has executed this Certificate, this 28th
day of December, 1995.
/s/ Joanne M. Schneider
_____________________________________________
Joanne M. Schneider, Secretary
<PAGE>
Exhibit 5(i)
<PAGE>
[LETTERHEAD OF LEWIS, RICE & FINGERSH]
January 31, 1996
The Board of Directors of
Southside Bancshares Corp.
3606 Gravois Avenue
St. Louis, Missouri 63116
RE: REGISTRATION ON FORM S-8 OF SHARES OF COMMON STOCK FOR ISSUANCE
PURSUANT TO THE SOUTHSIDE BANCSHARES CORP. EMPLOYEE STOCK
OWNERSHIP PLAN (WITH 401(K) PROVISIONS)
Ladies and Gentlemen:
In connection with the registration with the Securities and Exchange
Commission of shares of common stock, par value $1.00 per share (the
"Securities"), of Southside Bancshares Corp. ("Southside"), you have requested
that we furnish you with our opinion as to the legality of the issuance of the
Securities in connection with the Southside Bancshares Corp. Employee Stock
Ownership Plan (With 401(k) Provisions) (the "Plan").
As counsel to Southside, we have participated in the preparation of the
Registration Statement on Form S-8 under the Securities Act of 1933 (the
"Registration Statement") with respect to the Securities. We have examined and
are familiar with Southside's Restated Articles of Incorporation and Restated
Bylaws, records of corporate proceedings, the Registration Statement, the Plan
and such other documents and records as we have deemed necessary for purposes of
this opinion.
Based on the foregoing, we are of the opinion that the Securities have been
duly and validly authorized and will, when issued as contemplated in the Plan,
be legally issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Sincerely,
LEWIS, RICE & FINGERSH, L.C.
<PAGE>
Exhibit 23(a)
<PAGE>
[Letterhead of KPMG Peat Marwick LLP]
INDEPENDENT AUDITORS' CONSENT
-----------------------------
The Board of Directors
Southside Bancshares Corp:
We consent to the use of reports incorporated herein by reference.
/s/ KPMG PEAT MARWICK LLP
St. Louis, Missouri
January 30, 1996
<PAGE>
Exhibit 24
<PAGE>
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENTS
of
SOUTHSIDE BANCSHARES CORP.
KNOW ALL MEN BY THESE PRESENTS, That each of the persons whose signature
appears below hereby constitute and appoint THOMAS M. TESCHNER and JOSEPH W.
POPE, and each of them, the true and lawful attorneys-in-fact and agents for him
and in his name, place or stead, in any and all capacities, to sign and file, or
cause to be signed and filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8 under the
Securities Act of 1933, as amended, relating to the issuance of common stock of
Southside Bancshares, Corp. in connection with the Corporation's Employee Stock
Ownership Plan (With 401(k) Provisions), and any and all amendments and
supplements thereto, before or after effectiveness of such statements, and any
and all other documents required to be filed with the Commission in connection
therewith, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done as fully and to all intents and purposes as the undersigned might or
could do in person, and ratifying and confirming all that said attorneys-in-fact
and agents may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney as
of the 25th day of January, 1996.
/s/ Howard F. Etling /s/ Charles F. Herwig
- ------------------------------- ---------------------------------
Howard F. Etling Charles F. Herwig
/s/ Richard F. Baalmann /s/ Earle J. Kennedy, Jr.
- ------------------------------- ---------------------------------
Richard F. Baalmann Earle J. Kennedy, Jr.
/s/ Joseph W. Beetz /s/ Norville K. McClain
- ------------------------------- ---------------------------------
Joseph W. Beetz Norville K. McClain
/s/ Ralph Crancer, Jr. /s/ Daniel J. Queen
- ------------------------------- ---------------------------------
Ralph Crancer, Jr. Daniel J. Queen
/s/ Douglas P. Helein /s/ Richard G. Schroeder, Sr.
- ------------------------------- ---------------------------------
Douglas P. Helein Richard G. Schroeder, Sr.
