As filed with the Securities and Exchange Commission on September 27, 1996
Registration No. 33-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-------------------
RELIASTAR FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
Delaware 41-1620373
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
20 Washington Avenue South
Minneapolis, Minnesota 55402
(Address of Principal Executive Offices) (Zip Code)
RELIASTAR DEFERRED COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS
(Full title of the plan)
Copy to:
Richard R. Crowl Jay L. Swanson, Esq.
Senior Vice President, Secretary, Dorsey & Whitney LLP
and General Counsel Pillsbury Center South
ReliaStar Financial Corp. 220 South Sixth Street
20 Washington Avenue South Minneapolis, Minnesota 55402
Minneapolis, Minnesota 55401
(Name and address of agent for service)
(612) 372-5432
(Telephone number, including area code, of agent for service)
-------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE
PUBLIC: FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF
THIS REGISTRATION STATEMENT.
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Proposed maximum Proposed maximum Amount of
Title of securities to be Amount to be offering price per aggregate offering registration
registered registered share(1) price fee (2)
- -------------------------------------------------------------------------------------------------------------------
Common Stock, without par value 30,000 shares $ 44.625 $1,338,750 $461.64
===================================================================================================================
</TABLE>
(1) Based on the per share price at which Deferred Compensation amounts (as
defined in the Plan) were converted to Deferred Share Account units (as
defined in the Plan).
(2) Pursuant to Section 6(b) of the Act.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of ReliaStar Financial Corp. ("ReliaStar" or
the "Company") which have been filed with the Securities and Exchange Commission
are hereby incorporated by reference in this Registration Statement:
(a) the Company's Annual Report on Form 10-K for the year ended
December 31, 1995;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act") since December 31, 1995.
(c) The description of the Company's Common Stock contained in any
Registration Statement filed under the Exchange Act, including
any amendment or report filed for the purpose of updating such
description.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the respective dates of
filing of such documents. Any statement contained herein or in a document all or
part of which is incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Reference is made to Section 145 of the General Corporation Law of the
State of Delaware. Under Delaware law, the directors and officers of the Company
are entitled, under certain circumstances, to be indemnified by the Company
against all expenses and liabilities incurred or imposed upon them as a result
of suits brought against them as such directors and officers, if they act in
good faith and in a manner they reasonably believe to be in or not opposed to
the best interests of the Company, and, with respect to any criminal action or
proceeding, have no reasonable cause to believe their conduct was unlawful,
except that no indemnification shall be made against expenses in respect of any
claim, issue or matter as to which they shall have been adjudged to be liable to
the Company, unless and only to the extent that the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, they
are fairly and reasonably
-2-
entitled to be indemnified for such expenses which such court shall deem proper.
Any such indemnification may be made by the Company only as authorized in each
specific case upon a determination by the stockholders or disinterested
directors, or under appropriate circumstances independent legal counsel, that
indemnification is proper because the indemnitee has met the applicable
statutory standard of conduct.
Section 7 of Article Sixth of the Company's Certificate of
Incorporation provides that a director shall not be personally liable to the
Company or its shareholders for monetary damages for breach of fiduciary duty by
the director as a director; provided, however, that such Section 7 shall not
eliminate or limit the liability of a director to the extent provided by
applicable law (a) for any breach of the duty of loyalty of the director to the
Company or its shareholders, (b) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (c) for any
unlawful action under Section 174 of the General Corporation Law of the State of
Delaware, or (d) for any transaction from which the director derived an improper
personal benefit. Section 7 of Article Sixth of the Certificate of Incorporation
further provides that no amendment to or repeal of such section shall apply to
or have any effect on the liability or alleged liability of any director to the
Company for or with respect to any acts or omissions of the director occurring
prior to such amendment or repeal. In addition, such Section provides that if
the laws of the State of Delaware are changed to permit further elimination or
limitation of the liability of directors, then the liability of each director of
the Company shall thereupon be eliminated or limited to the fullest extent then
permitted by law.
Article VIII of the By-Laws of the Company provides for broad
indemnification of directors and officers of the Company.
The Company maintains director and officer liability insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
4(a) Certificate of Incorporation, as amended, of the Company (incorporated by
reference to Exhibit 3(b)(1) to the Company's Registration Statement on
Form S-4, Registration No. 33-25107)
4(b) Certificate of Designations relating to the Company's ESOP Convertible
Preferred Stock (incorporated by reference to the Exhibit to the Company's
Current Report on Form 8-K dated February 11, 1991, File No. 1-10640)
4(c) Certificate of Designations relating to the Company's 10% Senior Cumulative
Preferred Stock (incorporated by reference to Exhibit 4(b) of the Company's
Registration Statement on Form S-3, Registration No. 33-50310)
4(d) By-Laws, as amended, of the Company (incorporated by reference to Exhibit 3
to the Company's Annual Report on Form 10-K for the year ended December 31,
1990, File No. 1-10640)
4(e) Surplus Note (incorporated by reference to Exhibit 4(e) to the Company's
Registration Statement on Form S-3, Registration No. 33-87588)
-3-
4(f) Rights Agreement dated as of October 7, 1988 (incorporated by reference to
Exhibit 1 to the Company's Registration Statement on Form 8-A dated October
4, 1989, File No. 0-17441)
4(g) Amendment to Rights Agreement dated as of February 8, 1990 (incorporated by
reference to Exhibit 1 to the Company's Amendment on Form 8 dated February
15, 1990 to Registration Statement on Form 8-A dated October 4, 1989, File
No. 0-17441).
4(h) Amendment to Rights Agreement dated as of September 10, 1994 (incorporated
by reference to Exhibit 1 to the Company's Amendment on Form 8-A/A dated
September 12, 1994 to Registration Statement on Form 8-A dated October 4,
1989, File No. 0-17441)
4(i) Form of Senior Indenture (incorporated by reference to Exhibit 4(i) to the
Company's Registration Statement on Form S-3, Registration No. 33-87588)
4(j) Form of Senior Subordinated Indenture (incorporated by reference to Exhibit
4(j) to the Company's Form S-3, Registration Statement No. 33-80497)
4(k) Junior Subordinated Indenture dated as of March 29, 1996, between the
Company and Wilmington Trust Company, as Trustee (incorporated by reference
to Exhibit 4(k) to the Company's Current Report on Form 8-K dated March 29,
1996, File No. 0-17441)
4(l) Form of Certificate of Designations of Preferred Stock (incorporated by
reference to Exhibit 4(b) to the Company's Registration Statement on Form
S-3, Registration No. 33-50310)
4(m) Form of Deposit Agreement, including form of Depositary Receipt
(incorporated by reference to Exhibit 4(d) to the Company's Registration
Statement on Form S-3, Registration No. 33-39960)
4(n) Form of Debt Warrant Agreement, including form of Debt Warrant Certificate
(incorporated by reference to Exhibit 4(m) to the Company's Registration
Statement on Form S-3, Registration No. 33-87588)
4(o) Form of Preferred Stock Warrant Agreement, including form of Preferred
Stock Warrant Certificate (incorporated by reference to Exhibit 4(n) to the
Company's Registration Statement on Form S-3, Registration No. 33-87588)
4(p) Form of Common Stock Warrant Agreement, including form of Common Stock
Warrant Certificate (incorporated by reference to Exhibit 4(o) to the
Company's Registration Statement on Form S-3, Registration No. 33-87588)
4(q) Certificate of Trust (incorporated by reference to Exhibit 4(q) to the
Company's Form S-3, Registration Statement No. 33-80497)
4(r) Declaration of Trust (incorporated by reference to Exhibit 4(r) to the
Company's Form S-3, Registration Statement No. 33-80497)
4(s) Amended and Restated Declaration of Trust, including form of Preferred
Security (incorporated by reference to Exhibit 4(s) to the Company's
Current Report on Form 8-K dated March 29, 1996, File No. 0-17441)
4(t) Supplemental Indenture dated as of March 29, 1996 between the Company and
Wilmington Trust Company, as Trustee (incorporated by reference to Exhibit
4(t) to the Company's Current Report on Form 8-K dated March 29, 1996, File
No. 0-17441)
-4-
4(u) Preferred Securities Guarantee Agreement dated as of March 29, 1996
(incorporated by reference to Exhibit 4(u) to the Company's Current Report
on Form 8-K dated March 29, 1996, File No. 0-17441)
5.1 Opinion of Company's General Counsel as to the legality of the shares
23.1 Consent of Company's General Counsel (included in Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP, independent public accountants
24.1 Powers of Attorney
ITEM 9. UNDERTAKINGS
A. POST-EFFECTIVE AMENDMENTS
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) under the Securities Act
if, in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change in the information set forth in the
Registration Statement;
PROVIDED, HOWEVER, that subparagraphs (i) and (ii) above 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 by the Company pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
-5-
<PAGE>
B. SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or 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. CLAIMS FOR INDEMNIFICATION
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the Company 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
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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.
-6-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota, on September 24,
1996.
RELIASTAR FINANCIAL CORP.
By /s/ JOHN G. TURNER *
--------------------------------------
John G. Turner
Chairman 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 dates indicated.
SIGNATURE TITLE DATE
/S/ JOHN G. TURNER* Chairman and Chief September 24, 1996
John G. Turner Executive Officer
(Principal Executive
Officer)
/S/ WAYNE R. HUNEKE* Senior Vice President, September 24, 1996
Wayne R. Huneke Chief Financial Officer,
and Treasurer (Principal
Financial and Accounting
Officer)
Carolyn H. Baldwin* Director
F. Caleb Blodgett* Director
Daniel J. Callahan, III* Director
David C. Cox* Director
Jaye F. Dyer* Director
John H. Flittie* Director
Luella G. Goldberg* Director
William A. Hodder* Director
James J. Howard* Director
Randy C. James* Director
Richard L. Knowlton* Director
David A. Koch* Director
Richard M. Kovacevich* Director
Glen D. Nelson, M.D.* Director
James J. Renier* Director
*By /s/RICHARD R. CROWL September 24, 1996
-------------------------------------------
Richard R. Crowl
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION FORM OF FILING
- -------------- ----------- --------------
<S> <C>
4(a) Certificate of Incorporation, as amended, of the Company (incorporated by reference to Exhibit
3(b)(1) to the Company's Registration Statement on Form S-4, Registration
No. 33-25107) ....................................................................................N/A
4(b) Certificate of Designations relating to the Company's ESOP Convertible Preferred Stock (incorporated
by reference to the Exhibit to the Company's Current Report on Form 8-K dated February 11, 1991, File
No. 1-10640) .....................................................................................N/A
4(c) Certificate of Designations relating to the Company's 10% Senior Cumulative Preferred Stock
(incorporated by reference to Exhibit 4(b) of the Company's Registration Statement on Form S-3,
Registration No. 33-50310) .......................................................................N/A
4(d) By-Laws, as amended, of the Company (incorporated by reference to Exhibit 3 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1990, File No. 1-10640) ......................N/A
4(e) Surplus Note (incorporated by reference to Exhibit 4(e) to the Company's Registration Statement on
Form S-3, Registration No. 33-87588) .............................................................N/A
4(f) Rights Agreement dated as of October 7, 1988 (incorporated by reference to Exhibit 1 to the Company's
Registration Statement on Form 8-A dated October 4, 1989,
File No. 0-17441) ................................................................................N/A
4(g) Amendment to Rights Agreement dated as of February 8, 1990 (incorporated by reference to Exhibit 1 to
the Company's Amendment on Form 8 dated February 15, 1990 to Registration Statement on Form 8-A dated
October 4, 1989, File No. 0-17441). ..............................................................N/A
4(h) Amendment to Rights Agreement dated as of September 10, 1994 (incorporated by reference to Exhibit 1
to the Company's Amendment on Form 8-A/A dated September 12, 1994 to Registration Statement on Form
8-A dated October 4, 1989, File No. 0-17441) .....................................................N/A
4(i) Form of Senior Indenture (incorporated by reference to Exhibit 4(i) to the Company's Registration
Statement on Form S-3, Registration No. 33-87588) ................................................N/A
4(j) Form of Senior Subordinated Indenture (incorporated by reference to Exhibit 4(j) to the Company's Form
S-3, Registration Statement No. 33-80497) ........................................................N/A
4(k) Junior Subordinated Indenture dated as of March 29, 1996, between the Company and Wilmington Trust
Company, as Trustee (incorporated by reference to Exhibit 4(k) to the Company's Current Report on Form
8-K dated March 29, 1996, File No. 0-17441) ......................................................N/A
4(l) Form of Certificate of Designations of Preferred Stock (incorporated by reference to Exhibit 4(b) to
the Company's Registration Statement on Form S-3, Registration No. 33-50310) .....................N/A
4(m) Form of Deposit Agreement, including form of Depositary Receipt (incorporated by reference to Exhibit
4(d) to the Company's Registration Statement on Form S-3, Registration
No. 33-39960) ....................................................................................N/A
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<CAPTION>
4(n) Form of Debt Warrant Agreement, including form of Debt Warrant Certificate (incorporated by reference
to Exhibit 4(m) to the Company's Registration Statement on Form S-3, Registration No. 33-87588) ..N/A
4(o) Form of Preferred Stock Warrant Agreement, including form of Preferred Stock Warrant Certificate
(incorporated by reference to Exhibit 4(n) to the Company's Registration Statement on Form S-3,
Registration No. 33-87588) .......................................................................N/A
4(p) Form of Common Stock Warrant Agreement, including form of Common Stock Warrant Certificate
(incorporated by reference to Exhibit 4(o) to the Company's Registration Statement on Form S-3,
Registration No. 33-87588) .......................................................................N/A
4(q) Certificate of Trust (incorporated by reference to Exhibit 4(q) to the Company's Form S-3,
Registration Statement No. 33-80497) .............................................................N/A
4(r) Declaration of Trust (incorporated by reference to Exhibit 4(r) to the Company's Form S-3,
Registration Statement No. 33-80497) .............................................................N/A
4(s) Amended and Restated Declaration of Trust, including form of Preferred Security (incorporated by
reference to Exhibit 4(s) to the Company's Current Report on Form 8-K dated March 29, 1996, File No.
0-17441) .........................................................................................N/A
4(t) Supplemental Indenture dated as of March 29, 1996 between the Company and Wilmington Trust Company, as
Trustee (incorporated by reference to Exhibit 4(t) to the Company's Form 8-K dated March 29, 1996,
File No. 0-17441) ................................................................................N/A
4(u) Preferred Securities Guarantee Agreement dated as of March 29, 1996 (incorporated by reference to
Exhibit 4(u) to the Company's Current Form 8-K dated March 29, 1996, File No. 0-17441) ...........N/A
5.1 Opinion of Company's General Counsel as to the legality of the
shares........................................................................Electronic Transmission
23.1 Consent of Company's General Counsel (included in
Exhibit 5.1)..................................................................Electronic Transmission
23.2 Consent of Deloitte & Touche LLP, independent public
accountants...................................................................Electronic Transmission
24.1 Powers of Attorney............................................................Electronic Transmission
</TABLE>
Exhibit 5.1
September 24, 1996
ReliaStar Financial Corp.
20 Washington Avenue South
Minneapolis, MN 55401
Ladies and Gentlemen:
In connection with the proposed registration under the Securities Act of 1933,
as amended, of 30,000 shares of common stock, without par value, of ReliaStar
Financial Corp., a Delaware corporation (the "Corporation"), proposed to be
issued by the Corporation in connection with the ReliaStar Deferred Compensation
Plan for Nonemployee Directors, as amended, effective as of August 16, 1996 (the
"Plan"), I have examined such Corporate records and other documents, including
the Registration Statement on Form S-8 relating to such shares (the
"Registration Statement") and the Rights Agreement as amended, relating to the
rights to purchase preferred stock that are attached to such shares (the
"Rights") and reviewed such matters of law that I have deemed necessary for this
opinion, and I advise you that in my opinion:
1. The Corporation is a corporation duly organized and existing under the
laws of the State of Delaware.
2. All necessary corporate action on the part of the Corporation has been
taken to authorize the issuance and sale of such shares and Rights,
and when such shares are issued pursuant to the Plan as contemplated
in the Registration Statement, such shares will be legally and validly
issued and fully paid and non-assessable, with the Rights attached
thereto.
I hereby consent to inclusion of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Richard R. Crowl
Richard R. Crowl
Senior Vice President,
General Counsel and Secretary
ReliaStar Financial Corp.
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
INDEPENDENT AUDITORS CONSENT
We consent to the incorporation by reference in this Registration Statement of
ReliaStar Financial Corp. on Form S-8 relating to the ReliaStar Deferred
Compensation Plan for Nonemployee Directors of our reports dated February 1,
1996, appearing in, and incorporated by reference in, the Annual Report on Form
10-K of ReliaStar Financial Corp. for the year ended December 31, 1995.
/s/ Deloitte & Touche, LLP
Minneapolis, Minnesota
September 24, 1996
Exhibit 24.1
RELIASTAR FINANCIAL CORP.
Power of Attorney of Director and Officer
The undersigned director and/or officer of RELIASTAR FINANCIAL CORP.
("Corporation"), a Delaware corporation, does hereby make, constitute and
appoint WAYNE R. HUNEKE, RICHARD R. CROWL and SUSAN M. BERGEN, and each or any
one of them, the undersigned's true and lawful attorneys-in-fact, with power of
substitution, for the undersigned and in the undersigned's name, place and
stead, to sign and affix the undersigned's name as such director and/or officer
of said Corporation to a Registration Statement or Registration Statements,
under the Securities Act of 1933, as amended, on Form S-8 or other applicable
form, and all amendments thereto, to be filed by said Corporation with the
Securities and Exchange Commission, Washington, D.C., in connection with the
registration of shares of common stock of the Corporation to be offered pursuant
to the ReliaStar Deferred Compensation Plan for Nonemployee Directors and the
ReliaStar Stock Ownership Plan for Nonemployee Directors, and to file the same,
with all exhibits thereto and other supporting documents, with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and authority
to do and perform any and all acts necessary or incidental to the performance
and execution of the powers herein expressly granted.
IN WITNESS WHEREOF the undersigned has hereunto set the undersigned's
hand this 12TH day of September, 1996.
/S/ JOHN G. TURNER /S/ LUELLA G. GOLDBERG
- ------------------ ----------------------
John G. Turner Luella G. Goldberg
/S/ WAYNE R. HUNEKE /S/ WILLIAM A. HODDER
- ------------------- ---------------------
Wayne R. Huneke William A. Hodder
/S/ CAROLYN H. BALDWIN /S/ JAMES J. HOWARD
- ---------------------- -------------------
Carolyn H. Baldwin James J. Howard
/S/ F. CALEB BLODGETT /S/ RANDY C. JAMES
- --------------------- ------------------
F. Caleb Blodgett Randy C. James
/S/ DANIEL J. CALLAHAN, III /S/ RICHARD L. KNOWLTON
- --------------------------- -----------------------
Daniel J. Callahan, III Richard L. Knowlton
/S/ DAVID C. COX /S/ DAVID A. KOCH
- ---------------- -----------------
David C. Cox David A. Koch
/S/ JAYE F. DYER /S/ RICHARD M. KOVACEVICH
- ---------------- -------------------------
Jaye F. Dyer Richard M. Kovacevich
/S/ JOHN H. FLITTIE /S/ GLEN D. NELSON, M.D.
- ------------------- ------------------------
John H. Flittie Glen D. Nelson, M.D.
/S/ JAMES J. RENIER
-------------------
James J. Renier
