AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 3, 1999
FILE NO. 333-68551
FILE NO. 811-8108
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
PRE-EFFECTIVE AMENDMENT NO. [ ]
POST-EFFECTIVE AMENDMENT NO. 2 [X]
AND/OR
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[X]
AMENDMENT NO. 14 [X]
PROTECTIVE VARIABLE ANNUITY
SEPARATE ACCOUNT
(EXACT NAME OF REGISTRANT)
PROTECTIVE LIFE INSURANCE COMPANY
(NAME OF DEPOSITOR)
2801 HIGHWAY 280 SOUTH
BIRMINGHAM, ALABAMA 35223
(ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES)
(205) 879-9230
(DEPOSITOR'S TELEPHONE NUMBER, INCLUDING AREA CODE)
---------------
STEVE M. CALLAWAY, ESQUIRE
PROTECTIVE LIFE INSURANCE COMPANY
2801 HIGHWAY 280 SOUTH
BIRMINGHAM, ALABAMA, 35223
(NAME AND ADDRESS OF AGENT FOR SERVICES)
COPY TO:
STEPHEN E. ROTH, ESQUIRE
SUTHERLAND, ASBILL & BRENNAN LLP
1275 PENNSYLVANIA AVENUE, N.W.
WASHINGTON, D.C. 20004
(202) 383-0158
---------------
IT IS PROPOSED THAT THIS FILING BECOME EFFECTIVE (CHECK
APPROPRIATE BOX):
[ ] immediately upon filing pursuant to paragraph (b) of
Rule 485,
[X] on May 1, 1999 pursuant to paragraph (b) of Rule 485;
[ ] 60 days after filing pursuant to paragraph (a) of
Rule 485;
[ ] on May 1, 1999 pursuant to paragraph (a)(i) of Rule
485;
[ ] 75 days after filing pursuant to paragraph (a)(ii) of
Rule 485;
[ ] on date pursuant to paragraph (a)(ii) of Rule 485.
TITLE OF SECURITIES BEING REGISTERED: INTERESTS IN A SEPARATE
ACCOUNT ISSUED THROUGH VARIABLE ANNUITY CONTRACTS.
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<PAGE>
PART A
INFORMATION REQUIRED TO BE IN THE PROSPECTUS
All information required to be in the Prospectus is incorporated herein by
reference to Post-Effective Amendment No. 1 to the Form N-4 Registration
Statement (File No. 333-68551; 811-8108), filed with the Commission on April 30,
1999.
<PAGE>
PART B
INFORMATION REQUIRED TO BE IN
THE STATEMENT OF ADDITIONAL INFORMATION
All information required to be in the Statement of Additional Information
is incorporated herein by reference to Post-Effective Amendment No. 1 to the
Form N-4 Registration Statement (File No. 333-68551; 811-8108), filed with the
Commission on April 30, 1999.
<PAGE>
PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements:
All required financial statements are included in Part A and Part B of
this Registration Statement.
(b) Exhibits:
1. Resolution of the Board of Directors of Protective Life Insurance
Company authorizing establishment of the Protective Life Variable Annuity
Separate Account**
2. Not applicable
3. (a) Form of Underwriting Agreement among Protective Life Insurance
Company, Investment Distributors, Inc. and the Protective Life Variable
Annuity Separate Account**
(b) Form of Distribution Agreement between Investment Distributors, Inc.
and broker/dealers++
4. (a) Form of Individual Flexible Premium Deferred Variable and Fixed
Annuity Contract****
(b) Annual Reset Death Benefit Rider****
(c) Compound Death Benefit Rider****
5. Form of Contract Applications****
6. (a) Charter of Protective Life Insurance Company.*
(b) By-Laws of Protective Life Insurance Company.*
7. Not applicable
8. (a) Participation/Distribution Agreement (Protective Investment
Company)**
(b) Participation Agreement (Oppenheimer Variable Account Funds)***
(c) Participation Agreement (MFS Variable Insurance Trust)***
(d) Participation Agreement (Calvert Group, formerly Acacia Capital
Corporation)***
(e) Participation Agreement (Van Eck Worldwide Insurance Trust)++
9. Opinion and Consent of Steve M. Callaway, Esq.
10. (a) Consent of Sutherland, Asbill & Brennan, LLP
(b) Consent of PricewaterhouseCoopers LLP
11. No financial statements will be omitted from Item 23
12. Not applicable
13. Not applicable
14. Powers of Attorney
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* Incorporated herein by reference to the initial filing of the Form N-4
Registration Statement, (File No. 33-70984) filed with the Commission on
October 28, 1993.
** Incorporated herein by reference to Pre-Effective Amendment No. 1 to the
Form N-4 Registration Statement, (File No. 33-70984) filed with the
Commission on February 23, 1994.
*** Incorporated herein by reference to Post-Effective Amendment No. 5 to the
Form N-4 Registration Statement, (File No. 33-70984) filed with the
Commission on April 30, 1997.
**** Incorporated herein by reference to the initial filing of the Form N-4
Registration Statement (File No. 333-68551) filed with the Commission on
December 8, 1998.
+ To be filed by amendment.
++ Incorporated herein by reference to Pre-Effective Amendment Number 1 to the
Form N-4 Registration Statement, (File No. 333-60149) filed with the
Commission on October 26, 1998.
C-1
<PAGE>
ITEM 25. DIRECTORS AND OFFICERS OF DEPOSITOR.
<TABLE>
<CAPTION>
NAME AND PRINCIPAL BUSINESS ADDRESS POSITION AND OFFICES WITH DEPOSITOR
- ------------------------------------- ------------------------------------------------------------------
<S> <C>
Drayton Nabers, Jr. Chairman of the Board
John D. Johns President, and Director
R. Stephen Briggs Executive Vice President, Director
Carolyn King Senior Vice President, Investment Products, and Director
Deborah J. Long Senior Vice President, General Counsel, Secretary, and Director
Jim E. Massengale Executive Vice President, Acquisitions, and Director
Steven A. Schultz Senior Vice President, Financial Institutions, and Director
Wayne E. Stuenkel Senior Vice President and Chief Actuary, and Director
A.S. Williams, III Executive Vice President, Investments, Treasurer, and Director
Judy Wilson Senior Vice President, Guaranteed Investment Contracts
T. Davis Keyes Senior Vice President, Information Services
J. Russell Bailey, Jr. Vice President, Dental and Consumer Benefits
Michael B. Ballard Vice President, Individual Life Marketing
Harvey S. Benjamin Vice President, Investment Products Operations
Danny L. Bentley Senior Vice President, Dental and Consumer Benefits, and Director
Richard J. Bielen Senior Vice President, Investments, and Director
Larry Adams Vice President, PPGA Sales
Linda C. Cleveland Vice President, Acquisition Administration
Chris T. Calos Vice President, Marketing, Dental and Consumer Benefits
Tim W. Carney Vice President, MGMD Dental Sales
Jerry W. DeFoor Vice President and Controller and Chief Accounting Officer
John B. Deremo Vice President, Individual Life Sales
Brent E. Fritz Vice President, Individual Life Product Development
Bruce W. Gordon Vice President, Marketing, Individual Life
James T. Helton III Vice President and Actuary, Dental and Consumer Benefits
Charles (T.O.) McDowell Vice President, PPGA Sales
William L. McMullen, Jr. Vice President, Customer Service, Financial Institutions
Lawrence G. Merrill Vice President, Investment Products Marketing
Charles Misasi Vice President, Network Plans
Edmund P. Perry Vice President, Individual Life Sales
Carl E. Price Vice President, Direct Marketing, Dental and Consumer Benefits
Charles M. Prior Vice President, Investments
T. Michael Presley Vice President and Actuary, Financial Institutions
John Sawyer Vice President, Equity Marketing, Individual Life
David C. Stevens Vice President, Operations, Dental and Consumer Benefits
James M. Styne Vice President, Financial Institutions
Carl S. Thigpen Vice President, Investments and Assistant Secretary
Alan E. Watson Vice President, Individual Life Sales
Thomas W. Willingham Vice President, Individual Life Operations and Assistant
Secretary
Banks M. Wood Vice President, Sales and Marketing, Financial Institutions
</TABLE>
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* Unless otherwise indicated, principal business address is 2801 Highway 280
South, Birmingham, Alabama 35223.
C-2
<PAGE>
ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR AND
REGISTRANT
The registrant is a segregated asset account of the Company and is
therefore owned and controlled by the Company. All of the Company's outstanding
voting common stock is owned by Protective Life Corporation. Protective Life
Corporation is described more fully in the prospectus included in this
registration statement. Various companies and other entities controlled by
Protective Life Corporation may therefore be considered to be under common
control with the registrant or the Company. Such other companies and entities,
together with the identity of their controlling persons (where applicable), are
set forth in Exhibit 21 to Form 10-K of Protective Life Corporation for the
fiscal year ended December 31, 1998 (File No. 1-12332) filed with the
Commission on March 25, 1999.
ITEM 27. NUMBER OF CONTRACTOWNERS.
As of the date of this filing, there were 0 contract owners of individual
flexible premium deferred variable and fixed annuity contracts offered by
Registrant.
ITEM 28. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article XI of the By-laws of Protective Life provides, in substance, that
any of Protective Life's directors and officers, who is a party or is
threatened to be made a party to any action, suit or proceeding, other than an
action by or in the right of Protective Life, by reason of the fact that he is
or was an officer or director, shall be indemnified by Protective Life against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such claim, action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
Protective Life and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. If the claim, action or
suit is or was by or in the right of Protective Life to procure a judgment in
its favor, such person shall be indemnified by Protective Life against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of Protective Life, except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable for negligence or misconduct in the performance
of his duty to Protective Life 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 circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses which such court shall deem proper. To the extent that a director or
officer has been successful on the merits or otherwise in defense of any such
action, suit or proceeding, or in defense of any claim, issue or matter
therein, he shall be indemnified by Protective Life against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith, not withstanding that he has not been successful on any other claim
issue or matter in any such action, suit or proceeding. Unless ordered by a
court, indemnification shall be made by Protective Life only as authorized in
the specific case upon a determination that indemnification of the officer or
director is proper in the circumstances because he has met the applicable
standard of conduct Such determination shall be made (a) by the Board of
Directors by a majority vote of a quorum consisting of directors who were not
parties to, or who have been successful on the merits or otherwise with respect
to, such claim action, suit or proceeding, or (b) if such a quorum is not
obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion or (c) by the
shareholders.
In addition, the executive officers and directors are insured by PLC's
Directors' and Officers' Liability Insurance Policy including Company
Reimbursement and are indemnified by a written contract with PLC which
supplements such coverage.
Insofar as indemnification for liability 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.
C-3
<PAGE>
ITEM 29. PRINCIPAL UNDERWRITER.
(a) Investment Distributors, Inc. ("IDI") is the principal underwriter of
the Contracts as defined in the Investment Company Act of 1940. IDI is
also principal underwriter for the Fund and for the Protective Life
Variable Separate Account.
(b) The following information is furnished with respect to the officers
and directors of Investment Distributors, Inc.
<TABLE>
<CAPTION>
NAME AND PRINCIPAL
BUSINESS ADDRESS* POSITION AND OFFICES POSITION AND OFFICES WITH REGISTRANT
- -------------------------- ---------------------- ---------------------------------------
<S> <C> <C>
Briggs, Robert Stephen President, Chief Executive Vice President,
Executive Officer Director
and Director
A.S. Williams, III Vice President Executive Vice President, Investments,
Treasurer, Director
Ballard, Michael B. Director Vice President, Individual Life
Marketing
Merrill, Lawrence G. Director Vice President, Investment
Products Marketing
King, Carolyn Secretary, Chief Senior Vice President,
Compliance Officer Investment Products
O'Sullivan, John Financial Vice President and Actuary,
Operations Investment Products
Principal, Treasurer
and Director
Callaway, Steve M. Director None
Janet Summey Assistant Secretary Assistant Vice President,
Investment Products
Bonnie Miller Assistant Secretary Assistant Vice President,
Investment Products
</TABLE>
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* Unless otherwise indicated, principal business address is 2801 Highway 280
South, Birmingham, Alabama, 35223.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS.
All accounts and records required to be maintained by Section 31(c) of the
Investment Company Act of 1940 and the rules thereunder are maintained by
Protective Life Insurance Company at 2801 Highway 280 South, Birmingham,
Alabama 35223.
ITEM 31. MANAGEMENT SERVICES.
All management contracts are discussed in Part A or Part B.
ITEM 32. UNDERTAKINGS.
(a) Registrant hereby undertakes to file a post-effective amendment to this
registration statement as frequently as is necessary to ensure that the
audited financial statements in the registration statement are never more
than sixteen (16) months old for so long as payments under the variable
annuity contracts may be accepted.
(b) Registrant hereby undertakes to include either (1) as part of any
application to purchase a contract offered by the Prospectus, a space that
an applicant can check to request a Statement of Additional Information,
or (2) a postcard or similar written communication affixed to or included
in the Prospectus that the applicant can remove to send for a Statement of
Additional Information; and
(c) Registrant hereby undertakes to deliver any Statement of Additional
Information and any financial statement required to be made available
under this Form promptly upon written or oral request.
(d) The Company represents that in connection with its offering of the
Contracts as funding vehicles for retirement plans meeting the
requirements of Section 403(b) of the Internal Revenue Code of 1986, it is
relying on a no-action letter dated November 28, 1988, to the American
Council of Life Insurance (Ref. No. IP-6-88) regarding Sections 22(e),
27(c)(1), and 27(d) of the Investment Company Act of 1940, and that
paragraphs numbered (1) through (4) of that letter will be complied with.
(e) Protective Life hereby represents that the fees and charges deducted
under the Contract, in the aggregate, are reasonable in relation to the
services rendered, the expenses expected to be incurred, and the risks
assumed by Protective Life.
C-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets the
requirement of Securities Act Rule 485(b) for effectiveness of this
Registration Statement and has duly caused the amendment to this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Birmingham, State of Alabama on April 30, 1999.
PROTECTIVE VARIABLE ANNUITY
SEPARATE ACCOUNT
By: /s/ JOHN D. JOHNS
----------------------------------
JOHN D. JOHNS, PRESIDENT
PROTECTIVE LIFE INSURANCE COMPANY
PROTECTIVE LIFE INSURANCE COMPANY
By: /S/ JOHN D. JOHNS
----------------------------------
JOHN D. JOHNS, PRESIDENT
PROTECTIVE LIFE INSURANCE COMPANY
As required by the Securities Act of 1933, the amendment to this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- -------------------------------------- --------------------------------- ---------------
<S> <C> <C>
* Chairman of the Board April 30, 1999
------------------------------------ (Principal Executive Officer)
DRAYTON NABERS, JR. President
/s/ JOHN D. JOHNS President April 30, 1999
------------------------------------ (Principal Financial Officer)
JOHN D. JOHNS
* Vice President, Controller, and April 30, 1999
------------------------------------ Chief Accounting Officer
JERRY W. DEFOOR (Principal Accounting Officer)
* Director April 30, 1999
------------------------------------
DRAYTON NABERS, JR.
/s/ JOHN D. JOHNS Director April 30, 1999
------------------------------------
JOHN D. JOHNS
* Director April 30, 1999
------------------------------------
R. STEPHEN BRIGGS
* Director April 30, 1999
------------------------------------
JIM E. MASSENGALE
* Director April 30, 1999
------------------------------------
WAYNE E. STUENKEL
* Director April 30, 1999
------------------------------------
A.S. WILLIAMS III
</TABLE>
C-5
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ----------------------------------------- ---------- ---------------
<S> <C> <C>
* Director April 30, 1999
------------------------------------
STEVEN A. SCHULTZ
* Director April 30, 1999
------------------------------------
DEBORAH J. LONG
* Director April 30, 1999
------------------------------------
CAROLYN KING
* Director April 30, 1999
------------------------------------
RICHARD J. BIELEN
* Director April 30, 1999
------------------------------------
DANNY L. BENTLEY
*By: /s/ STEVE CALLAWAY
------------------------------------
STEVE CALLAWAY
ATTORNEY-IN-FACT
</TABLE>
C-6
LETTER HEAD GOES HERE GRAPHIC GOES HERE
PROTECTIVE LIFE CORPORATION "PROTECTIVE"
Post Office Box 2606
Birmingham, Alabama 95202
205-879-9290
- ------------------------------
STEVE M. CALLAWAY
Senior Associate Counsel
Writer's Direct Number: (205) 868-3804
Facsimile Number: (205) 868-3597
Toll-Free Number: (800) 827-0220
April 30, 1999
Protective Life Insurance Company
2801 Highway 280 South
Birmingham, Alabama 35223
Gentlemen:
With respect to the Post-Effective Amendment No. 1 to the Form N-4
Registration Statement to be filed by Protective Life Insurance Company (the
"Company") and Protective Variable Annuity Separate Account (the "Account") with
the Securities and Exchange Commission for the purpose of registering under the
Securities Act of 1933, as amended, individual flexible premium deferred
variable and fixed annuity contracts marketed under the name "Elements(SM)
Access (the "Contracts"), I have examined such documents and such law as I
considered necessary and appropriate, and on the basis of such examinations, it
is my opinion that:
1. The Company is a corporation duly organized and validly existing as a stock
life insurance company under the laws of the State of Tennessee and is duly
authorized by the Department of Commerce and Insurance of the State of
Tennessee to issue the Contracts.
2. The Account is a duly authorized and existing separate account established
pursuant to the provisions of Section 53-3-501 of the Tennessee Code.
3. To the extent so provided under the Contracts, that portion of the assets
of the Account equal to the reserves and other contract liabilities with
respect to the Account will not be chargeable with liabilities arising out
of any other business that the Company may conduct.
4. The Contracts, when issued as contemplated by the Form N-4 registration
statement, will constitute legal, validly issued and binding obligations of
the Company.
I hereby consent to the filing of this opinion as an exhibit to the Form
N-4 registration statement for the Contracts and the Account.
Very truly yours,
/s/ Steve M. Callaway
------------------------
Steve M. Callaway
Senior Associate Counsel
PROTECTIVE LIFE INSURANCE COMPANY/PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY
EMPIRE GENERAL LIFE ASSURANCE CORPORATION/WISCONSIN NATIONAL LIFE INSURANCE
COMPANY
GRAPHIC GOES HERE LETTER HEAD GOES HERE
"SUTHERLAND 1275 Pennsylvania Avenue, NW
ASBIL & Washington, DC 20004-2415
BRENNAN LLP 202.363.0100
ATTORNEYS AT LAW" fax 202.837.8593
www.sablaw.com
STEPHEN E. ROTH
DIRECT LINE: (202) 383-0138
Internet: [email protected]
April 27, 1999
Board of Directors
Protective Life Insurance Company
2801 Highway 201 South
Birmingham, Alabama 35223
Directors:
We hereby consent to the reference to our name under the caption "Legal
Matters" in the statement of additional information filed as part of
post-effective amendment number 1 (file number 333-68551) to the Registration
Statement on Form N-4 filed by Protective Life Insurance Company and Protective
Variable Annuity Separate Account with the Securities and Exchange Commission.
In giving this consent, we do not admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act of 1933.
Very truly yours,
SUTHERLAND ASBILL & BRENNAN LLP
By: STEPHEN E. ROTH
---------------
Stephen E. Roth
- --------------------------------------------------------------------------------
Atlanta * Austin * New York * Tallahassee * Washington, DC
GRAPHIC GOES HERE
PRICEWATERHOUSECOOPERS
- --------------------------------------------------------------------------------
| PricewaterhouseCoopers LLP
| 1901 6th Avenue, North
| Suite 1600
| Birmingham, AL 35203-2690
| Telephone (205) 252-8400
| Facsimile (205) 252-7776
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on Form N-4 of
our report dated February 11, 1999, on our audits of the consolidated financial
statements and financial statement schedules of Protective Life Insurance
Company and Subsidiaries. We also consent to the inclusion of our report dated
March 17, 1999 on our audit of the financial statements of the Protective
Variable Annuity Separate Account. We also consent to the reference to our firm
under the caption "Experts."
PricewaterhouseCoopers LLP
Birmingham, Alabama
April 29, 1999
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DIRECTORS'
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned Directors of
Protective Life Insurance Company, a Tennessee corporation, ("Company") by his
execution hereof or upon an identical counterpart hereof, does hereby constitute
and appoint John D. Johns, Steve M. Callaway or Jerry W. DeFoor, and each or any
of them, his true and lawful attorney-in-fact and agent, for him and in his
name, place and stead, to execute and sign the Registration Statement on Form
N-4 to be filed by the Company with respect to the Elements(SM) Access Variable
Annuity, a group and individual flexible premium deferred variable and fixed
annuity product, with the Securities and Exchange Commission, pursuant to the
provisions of the Securities Exchange Act of 1933 and the Investment Company Act
of 1940 and, further, to execute and sign any and all pre-effective and
post-effective amendments to such Registration Statement, and to file same, with
all exhibits and schedules thereto and all other documents in connection
therewith, with the Securities and Exchange Commission and with such state
securities authorities as may be appropriate, granting unto said
attorney-in-fact and agent, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes of the undersigned
might or could do in person, hereby ratifying and confirming all the acts of
said attorney-in-fact and agent or any of them which they may lawfully do in the
premises or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has hereunto set his hand and
seal this 30th day of April, 1999.
WITNESS TO ALL SIGNATURES:
DEBORAH J. LONG JACKIE ANDERSON
- ----------------------- ----------------------------------------
Deborah J. Long Witness to Deborah J. Long's signature
DRAYTON NABERS, JR. DANNY L. BENTLEY
- ----------------------- ----------------------------------------
Drayton Nabers, Jr. Danny L. Bentley
JOHN D. JOHNS RICHARD J. BIELEN
- ----------------------- ----------------------------------------
John D. Johns Richard J. Bielen
R. STEPHEN BRIGGS CAROLYN KING
- ----------------------- ----------------------------------------
R. Stephen Briggs Carolyn King
DEBORAH J. LONG JIM E. MASSENGALE
- ----------------------- ----------------------------------------
Deborah J. Long Jim E. Massengale
STEVEN A. SCHULTZ WAYNE E. STUENKEL
- ----------------------- ----------------------------------------
Steven A. Schultz Wayne E. Stuenkel
A. S. WILLIAMS III
- -----------------------
A. S. Williams III
