<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 22, 1995
REGISTRATION NO. 33-25140
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_______________
PNC BANK CORP.
(Exact name of registrant as specified in its charter)
_______________
PENNSYLVANIA
(State or other jurisdiction of incorporation or organization)
25-1435979
(I.R.S. Employer Identification No.)
ONE PNC PLAZA
FIFTH AVENUE AND WOOD STREET
PITTSBURGH, PENNSYLVANIA 15265
(Address, including zip code, of registrant's principal executive offices)
____________________
PNC BANK CORP. INCENTIVE SAVINGS PLAN
(Full title of the Plan)
_____________________
WALTER E. GREGG, JR., ESQ.
EXECUTIVE VICE PRESIDENT
PNC BANK CORP.
ONE PNC PLAZA
FIFTH AVENUE AND WOOD STREET
PITTSBURGH, PENNSYLVANIA 15265
(412) 762-2281
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
================================================================================
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The Registration Statement as originally filed covered 4,000,000 shares of
Common Stock, par value $5.00 per share (the "Common Stock"), of PNC Bank Corp.
(the "Corporation" or the "Registrant") and $175,000,000 interests of
participation issuable under the PNC Bank Corp. Incentive Savings Plan, as
amended and restated (the "Plan"). Pursuant to Rule 416(b) under the
Securities Act of 1933, as amended (the "Securities Act"), the Registration
Statement is hereby amended to increase to 8,000,000 the number of shares of
Common Stock registered to reflect a 2-for-1 stock split declared by the
Corporation's Board of Directors on October 1, 1992, to shareholders of record
at the close of business on October 22, 1992 and effective November 16, 1992.
In the future, the Common Stock offered hereby will be adjusted to reflect
stock splits, stock dividends or similar transactions pursuant to Rule 416(a)
under the Securities Act, without the need for any post-effective amendment.
In addition, pursuant to Rule 416(c) of the Securities Act, this Registration
Statement also covers an indeterminate amount of interests of participation in
the Plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), are hereby incorporated by reference in
this Registration Statement: Annual Report on Form 10-K for the year ended
December 31, 1994, as amended on June 29, 1995; Current Reports on Form 8-K
dated as of April 17, 1995, July 10, 1995 (as amended on July 17, 1995), July
20, 1995 and September 26, 1995; Quarterly Reports on Form 10-Q for the
quarterly periods ended March 31, 1995, June 30, 1995 and September 30, 1995
(as amended on November 13, 1995); and the description of the Registrant's
Common Stock set forth in response to Item 1 of the Registration Statement on
Form 8-A of the Corporation filed on September 24, 1987 pursuant to Section 12
of the Exchange Act, and any amendments or reports filed for the purpose of
updating such description. The Registrant's Commission File Number is 1-9718.
All documents subsequently filed by the Registrant and the Plan after the
effective date of this Registration Statement pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters such securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of the filing of such documents. Any statement or
information contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement or information
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement or information. Any such statement or information so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
LEGAL OPINIONS
A legal opinion of Joseph A. Richardson, Esq., with respect to the
validity of the interests of participation in the Plan and the Common Stock
being registered hereunder was previously filed. In addition, an opinion of
Eckert Seamans Cherin & Mellott, with respect to compliance with the
requirements of ERISA was previously filed. See "Item 8 - Exhibits" below.
EXPERTS
The consolidated financial statements of the Registrant and subsidiaries
incorporated by reference in the Annual Report on Form 10-K of the Registrant
for the year ended December 31, 1994, have been
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audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon included therein and are incorporated herein by reference. The
financial statements and related financial schedules of the Plan, included in
Amendment No. 1 to the Annual Report on Form 10-K for the year ended December
31, 1994, have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report dated June 26, 1995, and are incorporated herein by
reference. Such financial statements and schedules are incorporated herein by
reference in reliance upon such reports given upon the authority of such firm
as experts in accounting and auditing.
The consolidated financial statements of Midlantic Corporation
("Midlantic") and subsidiaries, included in the Annual Report on Form 10-K of
Midlantic for the year ended December 31, 1994 (No. 0-15870) have been audited
by Coopers & Lybrand L.L.P., independent accountants, as set forth in their
report dated January 18, 1995 and January 20, 1995 as to Note 28, which
includes an explanatory paragraph relating to changed methods of accounting for
postemployment benefits and investment securities in 1994 and postretirement
benefits other than pensions and income taxes in 1993, accompanying such
financial statements, and are incorporated herein by reference to Amendment No.
1 to the Current Report on Form 8-K/A (No. 1-9718) dated as of July 10, 1995,
of the Corporation. Such report is given upon their authority as experts in
accounting and auditing.
Documents incorporated herein by reference in the future will include
financial statements, related schedules (if required) and independent auditors'
reports, which financial statements and schedules will have been audited to the
extent and for the periods set forth in such reports by the firm or firms
rendering such reports, and, to the extent so audited and consent to
incorporation by reference is given, will be incorporated herein by reference
in reliance upon such reports given upon the authority of such firms as experts
in accounting and auditing.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 1741-1743 of the Pennsylvania Business Corporation Law of 1988
(Act of December 21, 1988, P.L. 1444), as amended ("1988 BCL") provide that a
business corporation may indemnify directors and officers against liabilities
they may incur in such capacities provided certain standards are met, including
good faith and the belief that the particular action is in the best interests
of the corporation. In general, this power to indemnify does not exist in the
case of actions against a director or officer by or in the right of the
corporation if the person entitled to indemnification shall have been adjudged
to be liable for negligence or misconduct in the performance of his duties. A
corporation is required to indemnify directors and officers against expenses
they may incur in defending actions against them in such capacities if they are
successful on the merits or otherwise in the defense of such actions.
Section 1746 of the 1988 BCL provides that the foregoing provisions shall
not be deemed exclusive of any other rights to which a person seeking
indemnification may be entitled under, among other things, any by-law
provision, provided that no indemnification may 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 Corporation's By-Laws provide for the mandatory indemnification of
directors and officers in accordance with and to the full extent permitted by
the Laws of Pennsylvania as in effect at the time of such indemnification. The
Corporation's By-Laws also eliminate, to the maximum extent permitted by the
laws of the Commonwealth of Pennsylvania, the personal liability of directors
for monetary damages
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for any action taken, or any failure to take any action as a director except in
any case such elimination is not permitted by law. The Corporation has
purchased directors' and officers' liability insurance covering certain
liabilities which may be incurred by the officers and directors of the
Corporation in connection with the performance of their duties.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The exhibits listed on the Exhibit Index on page 10 of this Registration
Statement are filed herewith or are incorporated herein by reference to other
filings.
The Corporation previously received a determination letter dated June 21,
1995, from the Internal Revenue Service ("IRS") that the Plan qualified under
Section 401 of the Internal Revenue Code. A copy of such determination letter
is attached to this Registration Statement as Exhibit 5.3. The Registrant
undertakes to submit any amendment to the Plan to the IRS to the extent
required in a timely manner and will make all changes required by the IRS in
order to qualify the Plan, as so amended, under Section 401 of the Internal
Revenue Code.
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to the Registration Statement:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(b) 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; and
(c) 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) and (b) do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act, 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
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<PAGE> 6
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.
4. 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 each filing
of the 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.
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 provisions set forth in Item 6 hereof, or otherwise,
the Registrant has been advised that in the opinion of the 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 proceedings) is asserted by
such director, officer of controlling person in connection with the securities
being registered and the Commission remains of the same opinion, 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 policy as expressed in
the Securities Act and will be governed by the final adjudication of such
issue.
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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
Post-Effective Amendment No. 1 to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Pittsburgh, and Commonwealth of Pennsylvania, on the 22nd day of November,
1995.
PNC BANK CORP.
By /s/ Thomas H. O'Brien
---------------------------------
Thomas H. O'Brien
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement has been signed below
by the following persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Thomas H. O'Brien Chairman, Chief Executive November 22, 1995
- ---------------------------------------- Officer and Director
Thomas H. O'Brien (Principal Executive Officer)
/s/ Robert L. Haunschild Senior Vice President November 22, 1995
- ---------------------------------------- and Chief Financial Officer
Robert L. Haunschild (Principal Financial Officer)
/s/ William J. Johns Senior Vice President and November 22, 1995
- ---------------------------------------- Chief Accounting Officer
William J. Johns (Principal Accounting Officer)
* Director November 22, 1995
- ----------------------------------------
Paul W. Chellgren
* Director November 22, 1995
- ----------------------------------------
Robert N. Clay
* Director November 22, 1995
- ----------------------------------------
William G. Copeland
</TABLE>
7
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<TABLE>
<S> <C> <C>
* Director November 22, 1995
- ----------------------------------------
George A. Davidson, Jr.
* Director November 22, 1995
- ----------------------------------------
Dianna L. Green
* Director November 22, 1995
- ----------------------------------------
C. G. Grefenstette
* Director November 22, 1995
- ----------------------------------------
Thomas Marshall
* Director November 22, 1995
- ----------------------------------------
W. Craig McClelland
* Director November 22, 1995
- ----------------------------------------
Donald I. Moritz
* Director November 22, 1995
- ---------------------------------------
Jackson H. Randolph
* President and Director November 22, 1995
- ---------------------------------------
James E. Rohr
* Director November 22, 1995
- ---------------------------------------
Roderic H. Ross
* Director November 22, 1995
- ---------------------------------------
Vincent A. Sarni
* Director November 22, 1995
- ---------------------------------------
Richard P. Simmons
* Director November 22, 1995
- ---------------------------------------
Thomas J. Usher
</TABLE>
8
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<TABLE>
<S> <C> <C>
Director November __, 1995
- ---------------------------------------
Milton A. Washington
* Director November 22, 1995
- ---------------------------------------
Helge H. Wehmeier
</TABLE>
*By /s/ Melanie S. Cibik
------------------------------------------
Melanie S. Cibik, Attorney-in-Fact, pursuant to
Powers of Attorney filed herewith
Date: November 22, 1995
The Plan. Pursuant to the requirements of the Securities Act of 1933, the Plan
Administrator has duly caused this Post-Effective Amendment No. 1 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on
this November 22, 1995.
PNC Bank Corp. Incentive Savings Plan
By: /s/ William F. Strome
------------------------------------
William F. Strome
Member, Administration Committee
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<PAGE> 10
EXHIBIT INDEX
Exhibit 5.1 Opinion of Joseph A. Richardson, Esq., regarding validity of the
interests of participation in the Plan and the Common Stock being
registered, previously filed.
Exhibit 5.2 Opinion of Eckert Seamans Cherin & Mellott, with respect to
compliance with the requirements of ERISA, previously filed.
Exhibit 5.3 Determination Letter of Internal Revenue Service, filed herewith.
Exhibit 23.1 Consent of Ernst & Young LLP, independent auditors for the
Corporation and the Plan, filed herewith.
Exhibit 23.2 Consent of Coopers & Lybrand L.L.P., independent auditors for
Midlantic, filed herewith.
Exhibit 23.3 Consent of Joseph A. Richardson, Esq., previously filed as part
of the opinion filed as Exhibit 5.1.
Exhibit 23.4 Consent of Eckert Seamans Cherin & Mellott, previously filed as
part of the opinion filed as Exhibit 5.2.
Exhibit 23.5 Consent of Garry J. Scheuring, filed herewith.
Exhibit 24 Power of Attorney of certain officers and directors of the
Corporation, filed herewith.
10
<PAGE> 1
EXHIBIT 5.3
DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE
DISTRICT DIRECTOR
31 HOPKINS PLAZA
BALTIMORE, MD 21201-0000
Employer Identification Number:
Date: Jun. 21, 1995 25-1435979
File Folder Number:
PNC BANK CORP 521022825
C/O MICHAEL E. LLOYD ESQ. Person to Contact:
ECKERT SEAMANS CHERIN & MELLOTT THOMAS J. SCHUTZMAN
600 GRANT STREET 42ND FLOOR Contact Telephone Number:
PITTSBURGH, PA 15219 (412) 644-5707
Plan Name:
PNC BANK CORP INCENTIVE SAVINGS
PLAN
Plan Number: 001
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend
on its effect in operation. (See section 1.401-1(b) (3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal
or local statutes.
This determination is subject to your adoption of the proposed
amendments submitted in your letter dated May 5, 1995. The proposed amendments
should be adopted on or before the date prescribed by the regulations under
Code section 401(b).
This determination is also subject to your adoption of the proposed
amendments submitted in your letter(s) dated May 16, 1995. These proposed
amendments should also be adopted on or before the date prescribed by the
regulations under Code Section 401(b).
This plan has been mandatorily disaggregated, permissively aggregated,
or restructured to satisfy the nondiscrimination requirements.
This plan satisfies the nondiscrimination in amount requirement of
section 1.401(a) (4)-1(b) (2) of the regulations on the basis of a design-based
safe harbor described in the regulations.
This letter is issued under Rev. Proc. 93-39 and considers the
amendments required by the Tax Reform Act of 1986 except as otherwise specified
in this letter.
Letter 835 (DO/CG)
<PAGE> 2
-2-
PNC BANK CORP
This plan satisfies the nondiscriminatory current availability
requirements of section 1.401(a) (4)-4(b) of the regulations with respect to
those benefits, rights, and features that are currently available to all
employees in the plan's coverage group. For this purpose, the plan's coverage
group consists of those employees treated as currently benefiting for purposes
of demonstrating that the plan satisfies the minimum coverage requirements of
section 410(b) of the Code.
This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L. 103-465.
We have sent a copy of this letter to your representative as indicated
in the power of attorney.
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
/s/ Paul M. Harrington
District Director
Enclosures:
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans
Letter 835 (DO/CG)
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (No.
33-25140) pertaining to PNC Bank Corp.'s Incentive Savings Plan, as amended and
restated (the "Plan") and to the incorporation by reference therein of our
reports (a) dated January 27, 1995, with respect to the consolidated financial
statements of PNC Bank Corp. incorporated by reference in its Annual Report on
Form 10-K, and (b) dated June 26, 1995, with respect to the financial
statements and schedules of the Plan incorporated by reference to Amendment No.
1 to PNC Bank Corp.'s Annual Report on Form 10-K, both for the year ended
December 31, 1994, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Pittsburgh, Pennsylvania
November 22, 1995
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
Item 5 of this Post-Effective Amendment No. 1 to Registration Statement on Form
S-8 (No. 33-25140) and the related Prospectus of PNC Bank Corp. for shares of
its common stock issuable pursuant to the PNC Bank Corp. Incentive Savings
Plan, as amended and restated (the "Plan") and an indeterminable amount of
interests in the Plan, and to the incorporation by reference therein of our
report dated January 18, 1995 (January 20, 1995 as to Note 28), on our audit of
the consolidated financial statements of Midlantic Corporation and Subsidiaries
("Midlantic") incorporated by reference to the Annual Report on Form 10-K of
Midlantic for the year ended December 31, 1994, filed with the Securities and
Exchange Commission, which are incorporated by reference to Amendment No. 1 to
the Current Report on Form 8-K/A (No. 1-9718) dated as of July 10, 1995, of PNC
Bank Corp., as filed with the Securities and Exchange Commission.
/s/ Coopers & Lybrand L.L.P.
New York, New York
November 22, 1995
<PAGE> 1
EXHIBIT 23.5
CONSENT OF GARRY J. SCHEURING
I, Garry J. Scheuring, hereby consent to being named in the documents
incorporated by reference in this Post-Effective Amendment No. 1 to
Registration Statement on Form S-8, relating to the PNC Bank Corp. Incentive
Savings Plan, as amended and restated, as a person who will become a director
of PNC Bank Corp.
/s/ Garry J. Scheuring
Garry J. Scheuring
November 16, 1995
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
PNC BANK CORP.
PNC BANK CORP. INCENTIVE SAVINGS PLAN
REGISTRATION STATEMENT
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned Directors and/or
Officers of PNC Bank Corp. (the "Corporation"), a Pennsylvania corporation,
hereby names, constitutes and appoints Walter E. Gregg, Jr., William F. Strome,
Melanie S. Cibik and Steven Kaplan, or each of them, with full power of
substitution, such person's true and lawful attorney-in-fact and agent to
execute in such person's name, place and stead, in any and all capacities, a
Post-Effective Amendment to Registration Statement on Form S-8 (or other
appropriate form) under the Securities Act of 1933, as amended, in connection
with the PNC Bank Corp. Incentive Savings Plan, as amended and restated,
adopted by the Corporation's Board of Directors, to reflect adjustments
resulting from stock splits, stock dividends or similar transactions, hereby
ratifying and confirming prior adjustments, and to execute in such person's
name, place and stead any and all further amendments to said Registration
Statement.
And such persons hereby ratify and confirm all that said attorney-in-fact shall
lawfully do or cause to be done by virtue hereof.
Witness the due execution hereof by the following persons in the capacities
indicated as of this November 16, 1995.
<TABLE>
<CAPTION>
Name/Signature Capacity
- -------------- --------
<S> <C>
/s/ Thomas H. O'Brien Chairman, Chief Executive Officer
- ------------------------------ and Director
Thomas H. O'Brien
/s/ Paul W. Chellgren
- ------------------------------ Director
Paul W. Chellgren
/s/ Robert N. Clay
- ------------------------------ Director
Robert N. Clay
/s/ William G. Copeland
- ------------------------------ Director
William G. Copeland
/s/ George A. Davidson, Jr.
- ------------------------------ Director
George A. Davidson, Jr.
/s/ Dianna L. Green
- ------------------------------ Director
Dianna L. Green
</TABLE>
Power of Attorney - 1
<PAGE> 2
<TABLE>
<S> <C>
/s/ C. G. Grefenstette
- ------------------------------ Director
C. G. Grefenstette
/s/ Thomas Marshall
- ------------------------------ Director
Thomas Marshall
/s/ W. Craig McClelland
- ------------------------------ Director
W. Craig McClelland
/s/ Donald I. Moritz
- ------------------------------ Director
Donald I. Moritz
/s/ Jackson H. Randolph
- ------------------------------ Director
Jackson H. Randolph
/s/ James E. Rohr
- ------------------------------ President and Director
James E. Rohr
/s/ Roderic H. Ross
- ------------------------------ Director
Roderic H. Ross
/s/ Vincent A. Sarni
- ------------------------------ Director
Vincent A. Sarni
/s/ Richard P. Simmons
- ------------------------------ Director
Richard P. Simmons
/s/ Thomas J. Usher
- ------------------------------ Director
Thomas J. Usher
- ------------------------------ Director
Milton A. Washington
/s/ Helge H. Wehmeier
- ------------------------------ Director
Helge H. Wehmeier
</TABLE>
Power of Attorney - 2
