<PAGE>
As filed with the Securities and Exchange Commission on September 29, 1994
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
FIRST COMMONWEALTH FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 25-1428528
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Old Courthouse Square, 22 North Sixth Street,
Indiana, Pennsylvania 15701-0400
412-349-7220
(Address, including ZIP Code, and telephone number, including area
code, of registrant's principal executive offices)
David R. Tomb, Jr.
Vice President, Secretary and Treasurer
First Commonwealth Financial Corporation
Old Courthouse Square
22 North Sixth Street
Indiana, PA 15701-0400
412-349-7220
(Name, address, including ZIP Code, and telephone number,
including area code, of agent for service)
Copy to:
David L. DeNinno, Esq.
Reed Smith Shaw & McClay
435 Sixth Avenue
Pittsburgh, PA 15219
412-288-3214
CALCULATION OF REGISTRATION FEE
Securities to be Amount to be Proposed Maximum Offering
Registered Registered Price per unit(1)
Common Stock, $1.00 117,643 $6.24
par value
Proposed Maximum Aggregate Amount of
Offering Price(1) Registration Fee
$732,993.96 $252.76
(1) Estimated solely for the purposes of calculating the amount of the
registration fee, pursuant to Rule 457(h)(1), on the basis of the price at which
the options may be exercised.<PAGE>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by First Commonwealth
Financial Corporation ("FCFC") with the Securities and Exchange Commission
("SEC") and are incorporated herein by reference:
(a) FCFC's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993;
(b) All of the reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act") since
the end of FCFC's fiscal year ended December 31, 1993, including
the following:
(i) Quarterly Report on Form 10-Q for the quarter ended
March 31, 1994.
(ii) Quarterly Report on Form 10-Q for the quarter ended
June 30, 1994.
All documents subsequently filed by FCFC pursuant to Sections 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 in this Registration Statement
and to be a part hereof from the date of filing 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 hereof to the extent that a statement contained
herein or in any other subsequently filed incorporated document modifies
or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
exist or constitute a part hereof.
ITEM 4. DESCRIPTION OF SECURITIES.
The description of the FCFC Common Stock is incorporated herein
by reference to Item 1 ("Description of Registrants' Securities to be
Registered") contained in the FCFC's Registration Statement on Form 8-A,
in the form in which it was filed with the Securities and Exchange
Commission on June 5, 1992.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
During 1993, David R. Tomb, Jr., attorney-at-law, and the law firm of
Tomb and Tomb of which Mr. Tomb is a partner performed legal services for
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FCFC. The fees paid for services during 1993 were $65,000. Mr. Tomb is
Vice President, Secretary and Treasurer and a Director of FCFC. As of
June 24, 1994, Mr. Tomb was the beneficial owner of, and had voting and
investment power with respect to, 295,420 shares of FCFC's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pennsylvania Business Corporation Law of 1988. Section 1741 of the
Pennsylvania Business Corporation Law of 1988 (the "BCL") provides that
unless otherwise restricted in its bylaws, a business corporation shall
(subject to the limitations described below) have the power to indemnify
any person who was or is a party, or is threatened to be made a party, to
any threatened, pending or completed action or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in
the right of the corporation), by reason of the fact that such person 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 domestic or foreign corporation for profit or
not-for-profit, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by such person in
connection with such action or proceeding, if such person 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
proceeding, had no reasonable cause to believe his conduct was unlawful.
The termination of any action or proceeding by judgment, order, settlement
or conviction or upon a plea of nolo contendere or its equivalent shall
not, of itself, create a presumption that such person did not act in good
faith and in a manner which he reasonably believed to be in, or not
opposed to, the best interests of the corporation and, with respect to any
criminal proceeding, had reasonable cause to believe that his conduct was
unlawful.
Section 1742 of the BCL provides that unless otherwise restricted in
its bylaws, a corporation shall (subject to the limitations described
below) have the power to indemnify any person who was or is a party, or is
threatened to be made a party, to any threatened, pending or completed
action by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that such person 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 domestic or foreign corporation for profit or not-for-profit,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees) actually and reasonably incurred by such
person in connection with the defense or settlement of such action if such
person acted in good faith and in a manner he reasonably believed to be
in, or not opposed to, the best interests of the corporation.
Indemnification shall not be made under Section 1742 in respect of any
claim, issue or matter as to which such person shall have been adjudged to
be liable to the corporation unless, and only to the extent that, the
court of common pleas of the judicial district embracing the county in
which the registered office of the corporation is located or the court in
which such action was brought determines upon application that, despite <PAGE>
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the adjudication of liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses which the court of common pleas or such other court shall deem
proper.
Section 1744 of the BCL provides that unless ordered by a court, any
indemnification under Section 1741 or 1742 shall be made by the business
corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper
in the circumstances because the indemnitee has met the applicable
standard of conduct set forth in the relevant section. Such determination
shall be made:
(1) By the board of directors of the corporation by a majority vote
of a quorum consisting of directors who were not parties to the action or
proceeding; or
(2) If such a quorum is not obtainable, or, if obtainable and a
majority vote of a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion; or
(3) By the shareholders.
Notwithstanding the above, Section 1743 of the BCL provides that, to
the extent that a director, officer, employee or agent of a business
corporation has been successful on the merits or otherwise in defense of
any action or proceeding referred to above, or in defense of any claim,
issue or matter therein, such person shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by such
person in connection therewith.
Section 1745 of the BCL provides that expenses (including attorneys'
fees) incurred in defending any action or proceeding may be paid by a
business corporation in advance of the final disposition of the action or
proceeding upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount if it is ultimately
determined that such person is not entitled to be indemnified by the
corporation.
Section 1746 of the BCL provides that the indemnification and
advancement of expenses provided by or granted pursuant to the subchapter
on indemnification shall not be deemed exclusive of any other rights to
which a person seeking indemnification or advancement of expenses may be
entitled under any bylaw, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in such person's official
capacity and as to action in another capacity while holding such office.
Section 1746 also provides that indemnification may not be made in any
case where the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted willful
misconduct or recklessness. The articles of incorporation may not provide
for indemnification in the case of willful misconduct or recklessness.
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Section 1747 of the BCL provides that, unless otherwise restricted in
its bylaws, a business corporation shall have power to 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 or agent of
another domestic or foreign corporation for profit or not-for-profit,
partnership, joint venture, trust or other enterprise, against any
liability asserted against such person 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 the director, officer,
employee or agent against such liability under the provisions of the
subchapter governing indemnification. Section 1747 declares such
insurance to be consistent with the public policy of the Commonwealth of
Pennsylvania.
Section 1750 of the BCL provides that the indemnification and
advancement of expenses provided by, or granted pursuant to, the
subchapter governing indemnification shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent of the corporation and shall inure to
the benefit of the heirs and personal representatives of such director,
officer, employee or agent.
FCFC By-Laws. Article 23 of the By-Laws of FCFC provides that FCFC
shall indemnify any director, officer and/or employee or any former
director, officer and/or employee who was or is a party to, or is
threatened to be made a party to, or is called as a witness in connection
with, any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative by reason of the
fact that such person is or was a director, officer and/or employee of
FCFC, or is or was serving at the request of FCFC as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise. In the case of an action or suit by or in the
right of the registrant, no indemnification shall be made in respect of a
claim, issue or matter as to which such person shall have been adjudged to
be liable for misconduct in the performance of his duty to the registrant.
Article 23 further provides that, except as may be otherwise ordered by a
court, there shall be a presumption that any officer, director and/or
employee is entitled to indemnification in the foregoing circumstances
unless either a majority of the directors not involved in the proceedings
or, if there are less than three such directors, then the holders of
one-third of the outstanding shares of FCFC, determine that the person is
not entitled to such presumption. In the event of any such determination,
a written opinion as to whether or not the parties involved are entitled
to indemnification shall be requested from independent counsel.
Section 12.3 of the By-Laws of FCFC further provides that except as
specifically provided by law, a director of FCFC will not be personally
liable for monetary damages with respect to any action taken, or any
failure to act, unless such director has breached or failed to perform the
duties of his office under Pennsylvania law relating to standard of care
and justifiable reliance and the breach or failure to perform constitutes
self-dealing, willful misconduct or recklessness. Any amendment or repeal
4<PAGE>
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of Section 12.3 which has the effect of increasing director liability
shall operate prospectively only and shall not affect any action taken, or
any failure to act, prior to the adoption of such amendment.
FCFC maintains directors' and officers' liability insurance covering
its directors and officers with respect to liabilities, including
liabilities under the Securities Act of 1933, which they may incur in
connection with their serving in such capacity. Under the provisions of
this insurance policy, FCFC received reimbursement for amounts as to which
the directors and officers are indemnified by FCFC under the
indemnification provisions of Article 23 of the By-Laws of FCFC. Such
insurance also provides certain additional coverage for the directors and
officers against certain liabilities even though such liabilities may not
be covered by the indemnification provisions described above.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Incentive Stock Option Agreement dated May 13, 1991, entered
into between United National Bancorporation ("UNB") and Robert
C. Williams, together with schedule listing substantially
identical Incentive Stock Option Agreements with the following
individuals: K. Lee Hopkins, Dorothy J. Jamison, Charles L.
States, Charles E. James, David P. Stokrp, Catherine A.
Cresswell, Homer D. Starr, Jr., and Nancy L. Barber
4.2 Stock Appreciation Rights Agreement dated May 13, 1991, entered
into between United National Bancorporation ("UNB") and Robert
C. Williams, together with schedule listing substantially
identical Stock Appreciation Rights Agreements with the
following individuals: K. Lee Hopkins, Dorothy J. Jamison,
Charles L. States, Charles E. James, David P. Stokrp, Catherine
A. Cresswell, Homer D. Starr, Jr., and Nancy L. Barber.
4.3 Nonstatutory Stock Option Agreement dated March 30, 1992 between
Stephen Grippi and Reliable Financial Corporation ("Reliable")
4.4 Stock Option Agreement for Nonemployee Directors dated March 30,
1992 between Peter Calabro and Reliable, together with schedule
listing substantially identical Stock Option Agreements with the
following individuals: George W. Keith, Eugene Povero and S.A.
Russo
4.5 Assumption of Stock Options Agreement, dated September 27, 1994
between FCFC and UNB
4.6 Assumption of Stock Options Agreement, dated September 29, 1994
between FCFC and Reliable
5<PAGE>
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4.7* Agreement and Plan of Reorganization dated as of March 25, 1994
between FCFC and UNB and Plan of Merger dated as of March 25,
1994 between FCFC and UNB (incorporated herein by reference to
Exhibit 2.1 to FCFC's Registration Statement on Form S-4 (Reg.
No. 33-54193) filed with the SEC on June 17, 1994).
4.8* Agreement and Plan of Reorganization dated as of April 21, 1994
between FCFC and Reliable and Plan of Merger dated as of
April 21, 1994 between Reliable and Interim Reliable, Inc.
(incorporated herein by reference to Exhibit 2.1 to FCFC's
Registration Statement on Form S-4 (Reg. No. 33-54381) filed
with the SEC on June 30, 1994).
5.1 Opinion of Tomb and Tomb regarding legality of shares of FCFC's
Common Stock being registered.
23.1 Consent of Jarret * Stokes & Co., independent certified public
accountants.
23.2* Consent of Tomb and Tomb (contained in their opinion filed as
exhibit 5.1 hereto).
24.1 Powers of Attorney.
*Incorporated herein by reference.
6<PAGE>
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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
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.
(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) 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 (and, where
applicable, 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 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 of 1933 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 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 Act and
will be governed by the final adjudication of such issue.
7
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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 Borough of Indiana, Commonwealth of
Pennsylvania, on September 30, 1994.
FIRST COMMONWEALTH FINANCIAL CORPORATION
(Registrant)
By /s/E. James Trimarchi
E. James Trimarchi, President
Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the following
persons in the capacities indicated on September 30, 1994.
Signature and Capacity
/s/E. James Trimarchi
E. James Trimarchi, President
and Principal Executive Officer
and Director
*
Sumner E. Brumbaugh, Director
*
E.H. Brubaker, Director
*
Edward T. Cote, Director
*
Thomas L. Delaney, Director
*
Clayton C. Dovey, Jr., Director
*
Ronald C. Geiser, Director
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*
Johnston A. Glass, Director
*
A.B. Hallstrom, Director
*
Thomas J. Hanford, Director
*
H.H. Heilman, Jr., Director
*
David F. Irvin, Director
*
David L. Johnson, Director
*
Robert F. Koslow, Director
*
Dale P. Latimer, Director
*
Joseph W. Proske, Director
*
Charles J. Szewczyk, Director
*
David R. Tomb, Jr., Director
*
John I. Whalley, Jr., Director
*
John J. Dolan, Senior Vice
President, Principal Financial
Officer and Principal Accounting
Officer
9<PAGE>
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*By/s/E. James Trimarchi
E. James Trimarchi
Attorney-in-Fact
10
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EXHIBIT 4.1
UNITED NATIONAL BANCORPORATION
INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT made this 13th day of May, 1991, by and
between UNITED NATIONAL BANCORPORATION, a Pennsylvania Business
Corporation (the "Corporation") and ROBERT C. WILLIAMS, an
employee of Corporation (the "Grantee").
RECITALS
A. The Corporation adopted the Stock Option Plan of 1986
(the "Plan") to be effective January 1, 1987. The Plan is
administered by the Stock Option Committee of the Board of
Directors of the Corporation (the "Committee").
B. The Committee has selected the Grantee as a Participant
in the Plan.
C. The Grantee and the Corporation desire to enter into
this Incentive Stock Option Agreement to set forth the terms and
conditions of the option granted to the Grantee under the Plan.
NOW THEREFORE, in consideration of the foregoing and with
the intent to be legally bound, the parties hereby agree as
follows:
1. Grant of Incentive Stock Option. The Corporation hereby
grants to the Grantee and the Grantee accepts the right and
option (the "Option") to purchase all or any part of Five
Thousand (5,000) shares of the Corporation's common stock (the
"Option Shares") on the terms and conditions set forth in the
Plan and in this Agreement. The Grantee's right to exercise the
Option shall commence on the first anniversary of the date of the
grant of the Option and shall expire on the tenth anniversary of
the date of the grant of the Option (the "Option Period"). The
date of the grant of the Option is December 5, 1990. The Grantee
<PAGE>
may purchase all or part of the Option Shares at any time during
the Option Period, unless the Option Period lapses or expires at
an earlier time in accordance with the Plan. The shares of the
Corporation which are subject to this Option Agreement have been
adjusted to reflect all dividends payable in common stock through
the date of grant of the Option.
2. Option Price. The purchase price of the Option Shares
is Fourteen and NO/100 ($14.00) Dollars per Option Share, the
fair market value of the stock on the date of the grant of the
Option.
3. Exercise of Option. The Grantee may exercise the Option
by delivering to the Secretary of the Corporation a written
notice identifying the Option being exercised by stating the date
of the relevant Option grant, stating the number of Option Shares
being purchased and enclosing the purchase price.
4. Option Plan. The Grantee acknowledges having received a
copy of the Corporation's Stock Option Plan of 1986. The Grantee
understands that notwithstanding anything contained in this
Agreement that the Option shall be subject to all of the terms
and conditions set forth in the Plan. Unless otherwise noted to
the contrary, the definition of terms in the Plan also apply to
this Agreement.
5. Lapse of Option. The Option may expire, prior to the
end of the Option Period, as set forth in Sections IX, X and XI
of the Plan.
6. Nontransferability of Option. The Option may not be
transferred other than by will or the laws of descent and
distribution. It is exercisable, during the Grantee's lifetime,
only by the Grantee.
7. Delivery by the Corporation. As soon as practicable
after the exercise of the Option by the Grantee and the receipt
by the Corporation of the purchase price specified in Paragraph 2
hereof and any other items specified in this Agreement or the
Plan, the Corporation shall deliver to the Grantee certificates
issued in the Grantee's name for the number of Option Shares
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purchased through exercise of the Option. If delivery is by
mail, delivery of such shares of stock shall be deemed effected
when a stock transfer agent of the Corporation shall have
deposited the certificates in the United States Mail, addressed
to the Grantee.
8. Stock Appreciation Rights. The Option has been granted
in conjunction with a related Stock Appreciation Right, pursuant
to the Plan and a Stock Appreciation Rights Agreement executed on
even date herewith. The Option will be terminated in part or in
whole to the extent that the Grantee exercises the related Stock
Appreciation Right.
9. Addresses. All notices or statements required to be
given to either party shall be in writing and shall be personally
delivered or sent in the case of the Corporation to its principal
business office and in the case of the Grantee to his address as
shown on the records of the Corporation or to such address as the
Grantee designates in writing. Notice of any change of address
shall be sent to the other party by certified or registered mail.
It shall be conclusively presumed that any notice or statement
properly addressed and mailed bearing the required postage has
been delivered to the party to which it is addressed.
10. Restrictions Imposed by Law. Notwithstanding any other
provision of this Agreement, the Grantee shall not exercise the
Option and the Corporation will not be obligated to deliver any
Option Shares, if counsel to the Corporation determines that such
exercise or delivery would violate any law or regulation of any
governmental authority or any agreement between the Corporation
and any national securities exchange upon which the Option Shares
are or may be listed. The corporation shall not be obligated to
take any affirmative steps to cause the exercise of the Option or
the resulting delivery of the Option Shares to comply with any
law or regulation of any governmental authority.
11. Governing Law. This Agreement shall be construed,
administered and governed in all respects under the laws of the
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Commonwealth of Pennsylvania.
12. Counterpart Execution. This Agreement may be executed
in two or more counterparts each of which shall have the same
force and effect as an original agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement the date and year first above written.
WITNESS: GRANTEE:
/s/Dorothy J. Jamison /s/Robert C. Williams [SEAL]
ATTEST: UNITED NATIONAL BANCORPORATION
/s/Dorothy J. Jamison By: /s/Robert C. Williams
Dorothy J. Jamison Robert C. Williams
Secretary President
4<PAGE>
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SCHEDULE TO EXHIBIT 4.1
Incentive Stock Option Agreements were entered into
between United National Bancorporation and the individuals listed
below on May 13, 1991, May 7, 1991 and February 25, 1993. Except
as otherwise stated below, these agreements are substantially
identical to that filed as Exhibit 4.1, differing only in the
number of shares granted.
Parties to Incentive Stock Option Agreements
with United National Bancorporation:
Robert C. Williams
K. Lee Hopkins
Dorothy J. Jamison
Charles L. States
Charles E. James
David P. Stokrp
Catherine A. Cresswell
Homer D. Starr, Jr.
Nancy L. Barber
<PAGE>
EXHIBIT 4.2
UNITED NATIONAL BANCORPORATION
STOCK APPRECIATION RIGHTS AGREEMENT
THIS AGREEMENT is entered into this 13th day of May,
1991, by and between UNITED NATIONAL BANCORPORATION, a
Pennsylvania Business Corporation (the "Corporation") and ROBERT
C. WILLIAMS, an employee of Corporation (the "Grantee").
RECITALS
A. The Corporation adopted the Stock Option Plan of 1986
(the "Plan") to be effective January 1, 1987. The Plan provides
for the grant of Stock Appreciation Rights ("SARs") to certain
key employees, officers and directors of the Corporation.
B. The Plan is administered by the Stock Option Committee
of the Board of Directors of the Corporation (the "Committee").
C. The Committee has selected the Grantee as a participant
in the Plan.
D. The Grantee and the Corporation desire to enter into
this Agreement to set forth the terms and conditions of the SAR
granted to the Grantee under the Plan.
NOW THEREFORE, in consideration of the foregoing and with
the intent to be legally bound, the parties hereby agree as
follows:
1. Grant of SAR. The Corporation hereby grants to the
Grantee and the Grantee hereby accepts a total of 5,000 SARs
denominated the shares of common stock of the Corporation on the
terms and conditions set forth in the Plan and in this Agreement.
The date of the grant of the SARs is December 5, 1990.
2. Related Option. The SARs have been granted to the
Grantee in conjunction with a related incentive stock option (the
"Related Option") pursuant to the Plan and an Incentive Stock
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Option Agreement between the Corporation and the Grantee executed
on even date herewith.
3. Subject to Plan. The Grantee acknowledges having
received a copy of the Corporation's Stock Option Plan of 1986.
The Grantee understands that notwithstanding anything contained
in this Agreement that the SARs shall be subject to all the terms
and conditions set forth in the Plan. Unless otherwise noted to
the contrary, the definitions of terms in the Plan also apply to
this Agreement.
4. Exercise of SARs. The Grantee's right to exercise the
SARs shall commence on the first anniversary of the date of the
grant of the SARs and shall expire on the tenth anniversary of
the date of the grant of the SARs (the "Exercise Period").
Further SARs may be exercised only when the Related Option is
eligible to be exercised. Subject to the foregoing, the Grantee
may exercise all or part of the SARs at any time during the
Exercise Period, unless the Exercise Period lapses or expires at
an earlier time in accordance with the Plan. The exercise of
SARs will cause an equal number of shares of the Related Option
to be canceled. SARs may be exercised only when there is a
positive difference between the option price of the Related
Option and the fair market value of the Corporation's stock on
the date of exercise.
5. Nontransferability of Rights. The Grantee's rights
under this Agreement and the Plan are non-transferable by
Employee other than by will or the laws of descent and
distribution. During the lifetime of the Grantee, SARs may be
exercised only by the Grantee. SARs exercisable after the death
of the Grantee may be exercised only by the legatees, personal
representatives or distributees of the Grantee.
6. Manner of Exercise. The Grantee may exercise the SARs
by delivering to the Secretary of the Corporation, from time to
time, written notice specifying the particular grant and number
of SARs the Grantee desires to exercise.
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7. Payment. Payments to the Grantee by Corporation upon
the exercise of SARs shall be made in the form of all cash, all
shares of stock of the Corporation, or partly in cash and partly
in shares of stock of the Corporation as the Committee in its
discretion shall elect. Payment for each exercised SAR shall be
for an amount not greater than the difference between the option
price of the Related Option and the fair market value of the
stock of the Corporation on the date of exercise of the SAR.
8. Termination of SARs. The SARs that are the subject of
this Agreement shall terminate at the time and in the manner
specified in the Plan. All such SARs shall expire no later than
the expiration of the Related Option. If neither an SAR nor the
Related Option is exercised before the end of the Exercise
Period, such SAR, to the extent exercisable, shall be deemed
exercised and a payment in the amount and manner prescribed in
the Plan shall be paid to the Grantee.
9. Addresses. All notices or statements required to be
given to either party shall be in writing and shall be personally
delivered or sent in the case of the Corporation to its principal
business office and in the case of the Grantee to his address as
shown on the records of the Corporation or to such address as the
Grantee designates in writing. Notice of any change of address
shall be sent to the other party by certified or registered mail.
It shall be conclusively presumed that any notice or statement
properly addressed and mailed bearing the required postage has
been delivered to the party to which it is addressed.
10. Restrictions Imposed by Law. Notwithstanding any other
provision of this Agreement, the Grantee shall not exercise the
SARs and the Corporation will not be obligated to make any
payment, if counsel to the Corporation determines that such
exercise or payment would violate any law or regulation of any
governmental authority or any agreement between the Corporation
and any national securities exchange upon which the stock of the
Corporation is or may be listed. The Corporation shall not be
obligated to take any affirmative steps to cause the exercise of
3<PAGE>
<PAGE>
the SARs to comply with any law or regulation of any governmental
authority.
11. Governing Law. This Agreement shall be construed,
administered and governed in all respects under the laws of the
Commonwealth of Pennsylvania.
12. Counterpart Execution. This Agreement may be executed
in two or more counterparts each of which shall have the same
force and effect as an original agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement the date and year first above written.
WITNESS: GRANTEE:
/s/Dorothy J. Jamison /s/Robert C. Williams [SEAL]
ATTEST: UNITED NATIONAL BANCORPORATION
/s/Dorothy J. Jamison By: /s/Robert C. Williams
Dorothy J. Jamison Robert C. Williams
Secretary President
4<PAGE>
<PAGE>
SCHEDULE TO EXHIBIT 4.2
Stock Appreciation Rights Agreements were entered into between
United National Bancorporation and the individuals listed below on
May 13, 1991, May 7, 1991 and February 25, 1993. Except as
otherwise stated below, these agreements are substantially
identical to that filed as Exhibit 4.2, differing only in the
number of shares to which the rights are related.
Parties to Incentive Stock Option Agreements
with United National Bancorporation:
Robert C. Williams
K. Lee Hopkins
Dorothy J. Jamison
Charles L. States
Charles E. James
David P. Stokrp
Catherine A. Cresswell
Homer D. Starr, Jr.
Nancy L. Barber
<PAGE>
Exhibit 4.3
RELIABLE FINANCIAL CORPORATION
NONSTATUTORY STOCK OPTION AGREEMENT
Optionee: Stephen Grippi Date of Grant: March 30, 1992
Price Per Share: $10.00
Number of Option Shares: 12,000
THIS STOCK OPTION AGREEMENT (the "Agreement") dated the
30th day of March, 1992 between RELIABLE FINANCIAL CORPORATION
("Reliable Financial") and Stephen Grippi (the "Optionee");
WITNESSETH:
I. Pursuant to the provisions of the RELIABLE
FINANCIAL CORPORATION 1992 INCENTIVE STOCK OPTION PLAN (the
"Plan"), Reliable Financial hereby grants to the Optionee a stock
option to purchase 12,000 shares (the "Option Shares") of the
Common Stock of Reliable Financial ("Common Stock") at a price of
$10.00 per share.
II. The option shall expire ten years and one day from
the Date of Grant (the "Expiration Date"), subject to earlier
termination as provided in the Plan and in this Agreement. The
option shall not be treated as an incentive stock option as
defined in Section 422A of the Internal Revenue Code of 1986, as
amended (the "Code").
III. Subject to the other provisions of the Plan and
this Agreement regarding the exercisability of the option, the
option may be exercised from time to time as to all or any of the
Option 'Shares not previously purchased under the option in
accordance with the following schedule:
Date(s) on Which Options Number of
Become Exercisable Option Shares
First Anniversary of
Date of Grant 4,000
Second Anniversary of
Date of Grant 4,000
Third Anniversary of
Date of Grant 4,000
IV. The option may not be exercised after the
expiration of a period of three (3) months from the date of the
<PAGE>
<PAGE>
Optionee's termination of employment, unless such termination of
employment occurs by reason of death or disability within the
meaning of Section 22(e)(3) of the Code. In the event of the
Optionee's death while an employee of Reliable Financial or any
subsidiary the unexercised portion of the option may be exercised
by his personal representatives, heirs or legatees at any time
prior to the expiration of two (2) years from the date of his
death. In the event of the Optionee's termination of employment
because of disability within the meaning of Section 22(e)(3) of the
Code, the unexercised portion of the option shall expire unless
exercised within one (l) year from the date of such termination. In
no event may the option be exercised after the Expiration Date.
V. The option is not transferable by the Optionee
other than by will or the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined by the
Code or the Employee Retirement Income Security Act, or the
regulations issued thereunder.
VI. In order to exercise the option, in whole or in
part, the Optionee shall give written notice to Reliable
Financial at its principal office, specifying the number of
shares purchased and the purchase price being paid, and
accompanied by the payment of the purchase price. Such purchase
price may be paid in cash, a certified check or a bank check
payable to Reliable Financial, or in whole shares of Common Stock
evidenced by negotiable certificates, valued at their fair market
value on the date of exercise. Upon receipt of payment Reliable
Financial shall
deliver to the Optionee (or other person entitled to exercise the
option) a certificate or certificates for such shares of Option
Stock. If certificates representing shares of Common Stock are
used to pay all or part of the purchase price of the option,
separate certificates shall be delivered by Reliable Financial
representing the same number of shares as each certificate so
used and an additional certificate shall be delivered
representing the additional shares to which the Optionee is
entitled as a result of exercise of the option.
VII. Option Shares shall not be transferrable by the
Optionee until six months after the date of the grant of the
related options, unless Reliable Financial consents to the
transfer. The Optionee acknowledges that if Option Shares are
not held for at least six months from the date of the grant of
the related options, the grant of the option will be considered a
purchase that may be matched against any sales of Reliable
Financial stock occurring within six months of the grant and may
create liability for the Optionee pursuant to Section 16(b) of
the Securities Exchange Act of 1934.
VIII.
All the terms and provisions of the Plan, a copy of which is
2<PAGE>
<PAGE>
attached hereto, are hereby expressly incorporated into this
Agreement and made a part hereof as if printed herein.
This Agreement shall be binding upon and inure to
the benefit of any successor or assignee of Reliable Financial
and to any executor, administrator, legal representative,
legatee, or distributee entitled by law to the Optionee's rights
hereunder.
IN WITNESS WHEREOF, Reliable Financial has caused this
Agreement to be executed on its behalf of its duly authorized
officer and to be sealed with its corporate seal, attested by its
Secretary or Assistant Secretary, and the Optionee has hereunto
set his hand, as of the day and year written above.
RELIABLE FINANCIAL CORPORATION
By: /s/Peter Calabro
As its: Trustee
ATTEST:
/s/Jean L. David /s/Stephen Grippi
Secretary Optionee
3
<PAGE>
Exhibit 4.4
RELIABLE FINANCIAL CORPORATION
STOCK OPTION AGREEMENT FOR NONEMPLOYEE DIRECTORS
Optionee: Peter Calabro Date of Grant: March 30, 1992
Price Per Share: $10.00
Number of Option Shares: 5,500
THIS STOCK OPTION AGREEMENT (the "Agreement") dated the
30th day of March, 1992 between RELIABLE FINANCIAL CORPORATION
("Reliable Financial") and Peter Calabro (the "Optionee");
WITNESSETH:
I. Pursuant to the provisions of the RELIABLE
FINANCIAL CORPORATION 1992 STOCK OPTION PLAN FOR NONEMPLOYEE
DIRECTORS, (the "Directors' Option Plan" or "Directors' Plan"),
Reliable Financial hereby grants to the Optionee (i) a stock
option to purchase 5,500 shares (the "Option Shares") of the
Common Stock of Reliable Financial ("Common Stock") at a price of
$10.00 per share.
II. The option shall expire ten years and one day from
the Date of Grant (the "Expiration Date"), subject to earlier
termination as provided in the Directors' Option Plan and in this
Agreement. The option shall not be treated as an incentive stock
option as defined in Section 422A of the Internal Revenue Code of
1986, as amended (the "Code").
III. Subject to the other provisions of the Directors'
Option Plan and this Agreement regarding the exercisability of the
option, the option may be exercised from time to time as to all or
any of the Option Shares not previously purchased under the option
in accordance with the following schedule:
Date(s) on Which Options Number of
Become Exercisable Option Shares
First Anniversary of
Date of Grant 1,833
Second Anniversary of
Date of Grant 1,833
Third Anniversary of
Date of Grant 1,834
IV. The option may not be exercised after the
expiration of a period of three (3) months from the date of
termination of the Optionee's directorship, unless such
termination occurs by reason of death or disability within the
<PAGE>
<PAGE>
meaning of Section 22(e) of the Code. In the event of the
Optionee's death while a Director of Reliable Financial, the
unexercised portion of the option may be exercised by his personal
representatives, heirs or legatees at any time prior to the
expiration of two (2) years from the date of his death. In the
event of the Optionee's termination of his directorship because of
disability within the meaning of Section 22(e)(3) of the Code, the
unexercised portion of the option shall expire unless exercised
within one (l) year from the date of such termination. In no event
may the option be exercised after the Expiration Date.
V. The option is not transferable by the Optionee
other than by will or the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined by the
Code or the Employee Retirement Income Security Act, or the
regulations thereunder.
VI. In order to exercise the option, in whole or in
part, the Optionee shall give written notice to Reliable Financial
at its principal office, specifying the number of shares purchased
and the purchase price being paid, and accompanied by the payment
of the purchase price. Such purchase price may be paid in cash, a
certified check or a bank check payable to Reliable Financial or
in whole shares of Common Stock evidenced by negotiable
certificates, valued at their fair market value on the date of
exercise. Upon receipt of payment Reliable Financial shall
deliver to the Optionee (or other person entitled to exercise the
option) a certificate or certificates for such shares of Option
Stock. If certificates representing shares of Common Stock are
used to pay all or part of the purchase price of the option,
separate certificates shall 'be delivered by Reliable Financial
representing the same number of shares as each certificate so used
and an additional certificate shall be delivered representing the
additional shares to which the Optionee is entitled as a result of
exercise of the option.
VII. Option Shares shall not be transferrable by the
Optionee until six months after the date of the grant of the
related options, unless Reliable Financial consents to the
transfer. The Optionee acknowledges that if Option Shares are not
held for at least six months from the date of the grant of the
related options, the grant of the option will be considered a
purchase that may be matched against any sales of Reliable
Financial stock occurring within six months of the grant and may
create liability for the Optionee pursuant to Section 16(b) of the
Securities Exchange Act of 1934.
VIII.
All the terms and provisions of the Directors' Option Plan, a copy
of which is attached hereto, are hereby expressly incorporated
into this Agreement and made a part hereof as if printed herein.
2<PAGE>
<PAGE>
IX. This Agreement shall be binding upon and inure to
the benefit of any successor or assignee of Reliable Financial and
to any executor, administrator, legal representative, legatee, or
distributee entitled by law to the Optionee's rights hereunder.
IN WITNESS WHEREOF, Reliable Financial has caused this
Agreement to be executed on its behalf by its duly authorized
officer and to be sealed with its corporate seal, attested by its
Secretary or Assistant Secretary, and the Optionee has hereunto
set his hand, as of the day and year written above.
RELIABLE FINANCIAL CORPORATION
By: /s/Peter Calabro
As its: Trustee
ATTEST:
/s/Jean L. David /s/Peter Calabro
Secretary Optionee
3<PAGE>
<PAGE>
SCHEDULE TO EXHIBIT 4.4
Stock Option Agreements were entered into between
Reliable Financial Corporation and the individuals listed below on
March 30, 1992. Except as otherwise stated below, these
agreements are substantially identical to that filed as
Exhibit 4.4.
Parties to Stock Option Agreements
with Reliable Financial Corporation:
Peter Calabro
George W. Keith
Eugene Povero
S.A. Russo
<PAGE>
Exhibit 4.5
ASSUMPTION OF STOCK OPTIONS
AGREEMENT made as of September 27, 1994 by FIRST
COMMONWEALTH FINANCIAL CORPORATION, a Pennsylvania corporation
("FCFC"), and UNITED NATIONAL BANCORPORATION, a Pennsylvania
orporation ("United").
WITNESSETH:
WHEREAS, the Agreement and Plan of Reorganization made
as of March 25, 1994 (the "Reorganization Agreement") by FCFC and
United provides that, upon the effective date of the merger
described in the Reorganization Agreement (the "Effective Date"),
FCFC shall assume all outstanding stock options and stock
appreciation rights held by United employees (the "United
Optionees").
NOW, THEREFORE, the parties hereto, each intending to be
legally bound hereby, agree as follows:
1. Effective on the Effective Date, FCFC hereby assumes
pursuant to the Reorganization Agreement the obligation of United
under all presently outstanding stock option agreements or stock
appreciation rights agreements ("United Options") held by United
Optionees and agrees that upon exercise of a United Option, FCFC
will issue and deliver to the optionee shares of common stock, par
value $1 per share, of FCFC (the "FCFC Common Stock") instead of
shares of common stock, par value $2.50 per share, of United (the
"United Common Stock"), at the rate of 2 shares of FCFC Common
Stock for each share of United Common Stock covered by the option
or cash in the case of stock appreciation rights; provided,
however, FCFC shall not issue any fractional shares of its Common
Stock and any fractional shares that result from the conversion
shall be disregarded.
2. Subsequent to the Effective Date, each United Option
hereby assumed shall, in accordance with its terms, be subject to
further adjustment as appropriate to reflect any FCFC stock split,
stock dividend, recapitalization or other similar transaction.
WITNESS the due execution hereof on the date first above
written.
UNITED NATIONAL BANCORPORATION FIRST COMMONWEALTH FINANCIAL
CORPORATION
By /s/Robert C. Williams By /s/E. James Trimarchi
President Chairman
By /s/Dorothy J. Jamison By /s/David R. Tomb, Jr.
Secretary Secretary
<PAGE>
Exhibit 4.6
ASSUMPTION OF STOCK OPTIONS
AGREEMENT made as of September 29, 1994 by FIRST
COMMONWEALTH FINANCIAL CORPORATION, a Pennsylvania corporation
("FCFC"), and RELIABLE FINANCIAL CORPORATION, a Delaware
corporation ("Reliable").
WITNESSETH:
WHEREAS, the Agreement and Plan of Reorganization made
as of April 21, 1994 (the "Reorganization Agreement") by FCFC and
Reliable provides that, upon the effective date of the merger
described in the Reorganization Agreement (the "Effective Date"),
FCFC shall assume all outstanding stock options held by Reliable
employees or directors (the "Reliable Optionees").
NOW, THEREFORE, the parties hereto, each intending to be
legally bound hereby, agree as follows:
1. Effective on the Effective Date, FCFC hereby assumes
pursuant to the Reorganization Agreement the obligation of
Reliable under all presently outstanding stock option agreements
("Reliable Options") held by Reliable Optionees and agrees that
upon exercise of a Reliable Option, FCFC will issue and deliver to
the optionee shares of common stock, par value $1 per share, of
FCFC (the "FCFC Common Stock") instead of shares of common stock,
par value $.01 per share, of Reliable (the "Reliable Common
Stock"), at the rate of 1.6 shares of FCFC Common Stock for each
share of Reliable Common Stock covered by the option; provided,
however, FCFC shall not issue any fractional shares of its Common
Stock and any fractional shares that result from the conversion
shall be disregarded.
2. Subsequent to the Effective Date, each Reliable
Option hereby assumed shall, in accordance with its terms, be
subject to further adjustment as appropriate to reflect any FCFC
stock split, stock dividend, recapitalization or other similar
transaction.
WITNESS the due execution hereof on the date first above
written.
RELIABLE FINANCIAL CORPORATION FIRST COMMONWEALTH FINANCIAL
CORPORATION
By /s/Stephen Grippi By /s/E. James Trimarchi
President Chairman
By /s/Jean L. David By /s/David R. Tomb, Jr.
Secretary Secretary
<PAGE>
Exhibit 5.1
TOMB AND TOMB
Attorneys at Law
402 Indiana Theatre Building
Indiana, Pennsylvania 15701
September 26, 1994
First Commonwealth Financial Corporation
Old Courthouse Square
22 North Sixth Street
Indiana, Pennsylvania 15701
Gentlemen:
We have acted as counsel to First Commonwealth Financial
Corporation ("FCFC") in connection with (a) the Agreement and Plan
of Reorganization made as of March 25, 1994 by FCFC and United
National Bancorporation ("United") (the "United Reorganization
Agreement") and (b) the Agreement and Plan of Reorganization made
as of April 21, 1994 by FCFC and Reliable Financial Corporation
("Reliable") (the "Reliable Reorganization Agreement"; the United
Reorganization Agreement and the Reliable Reorganization Agreement
are collectively called the "Reorganization Agreements"). The
Reorganization Agreements provide for the acquisition of United
and Reliable by FCFC. In connection with the acquisitions, FCFC
will assume pursuant to the Reorganization Agreements the
outstanding stock option agreements of United and Reliable, and
the stock option agreements will be converted into and become
rights with respect to an aggregate of 117,423 shares of common
stock, par value $1 per share, of FCFC (the "FCFC Common Stock")
to be issued by FCFC if all the options are exercised.
We have also acted as counsel to FCFC in connection with
the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by FCFC with the Securities and Exchange
Commission for the purpose of registering under the Securities Act
of 1933, as amended, the 117,423 shares of FCFC Common Stock which
may be issued upon exercise of the foregoing stock options. This
opinion is being furnished to you for the purpose of being filed
as an Exhibit to the Registration Statement.
In connection with this opinion, we have examined, among
other things:
(1) An executed copy of the Reorganization Agreements;
(2) An executed copy of the Assumption of Stock Options
Agreement made as of September 27, 1994 by FCFC and
United, and an executed copy of the Assumption of <PAGE>
<PAGE>
Stock Options Agreement made as of September 29,
1994 by FCFC and Reliable;
(3) A copy of the Articles of Incorporation and By-Laws
of FCFC as in effect on the date hereof; and
(4) Copies of resolutions adopted by the Board of
Directors of FCFC, including resolutions approving
the Reorganization Agreements.
Based upon the foregoing and upon an examination of such
other documents, corporate proceedings, statutes and decisions as
we have considered necessary to enable us to furnish this opinion,
and assuming that the acquisitions are consummated in accordance
with the terms of the Reorganization Agreements, we are pleased to
advise you that in our opinion, the shares of FCFC Common Stock to
be issued upon the exercise of the foregoing stock options will be
duly authorized, validly issued, fully paid and nonassessable
shares of FCFC Common Stock.
We hereby consent to the filing of this opinion as an
Exhibit to the Registration Statement and to all references to us
therein.
Very truly yours,
TOMB AND TOMB
2
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated March 2,
1994, with respect to the consolidated financial statements of
First Commonwealth Financial Corporation and subsidiaries
incorporated by reference in its Annual Report (Form 10-K) for
the year ended December 31, 1993 filed with the Securities and
Exchange Commission.
JARRETT * STOKES & CO.
Indiana, Pennsylvania
September 22, 1994
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints E. James
Trimarchi, David R. Tomb, Jr. and Joseph E. O'Dell, and each of
them, with full power to act without the others, his true and
lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign this Registration
Statement and any and all amendments (including post-effective
amendments) hereto, 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, and each of them, full power and
authority to do and perform each and every act and thing requisite
and necessary to be done, 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 any of them, or
their substitutes, may lawfully do or cause to be done by virtue
hereof.
Signature and Capacity Date
/s/E. James Trimarchi 9/13/94
E. James Trimarchi
(Principal Executive Officer
and Director)
/s/John J. Dolan 9/13/94
John J. Dolan
(Principal Financial Officer
and Principal Accounting
Officer)
/s/E. H. Brubaker 9/13/94
E. H. Brubaker
(Director)
<PAGE>
<PAGE>
/s/Sumner E. Brumbaugh 9/13/94
Sumner E. Brumbaugh
(Director)
/s/Edward T. Cote 9/20/94
Edward T. Cote
(Director)
/s/Thomas L. Delaney 9/13/94
Thomas L. Delaney
(Director)
/s/Clayton C. Dovey, Jr. 9/16/94
Clayton C. Dovey, Jr.
(Director)
/s/Ronald C. Geiser 9/13/94
Ronald C. Geiser
(Director)
/s/Johnston A. Glass 9/13/94
Johnston A. Glass
(Director)
/s/A. B. Hallstrom 9/16/94
A. B. Hallstrom
(Director)
/s/Thomas J. Hanford 9/16/94
Thomas J. Hanford
(Director)
/s/H. H. Heilman, Jr. 9/13/94
H. H. Heilman, Jr.
(Director)
/s/David F. Irvin 9/22/94
David F. Irvin
(Director)
/s/David L. Johnson 9/22/94
David L. Johnson
(Director)
2<PAGE>
<PAGE>
/s/Robert F. Koslow 9/13/94
Robert F. Koslow
(Director)
/s/Dale P. Latimer 9/13/93
Dale P. Latimer
(Director)
/s/Joseph W. Proske 9/16/94
Joseph W. Proske
(Director)
/s/Charles J. Szewczyk 9/21/94
Charles J. Szewczyk
(Director)
/s/David R. Tomb, Jr. 9/13/94
David R. Tomb, Jr.
(Director)
/s/John I. Whalley, Jr. 9/21/94
John I. Whalley, Jr.
(Director)
/s/Robert C. Williams 9/28/94
Robert C. Williams
(Director)
3
