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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SOCIETY CORPORATION
(To Be Renamed "KeyCorp" Upon Consummation
of the Merger of KeyCorp, an Existing New York Corporation,
and Society Corporation, an Existing Ohio Corporation.)
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(Exact Name of Registrant as Specified in Its Charter)
OHIO
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(State or Other Jurisdiction of Incorporation or Organization)
34-6542451
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(I.R.S. Employer Identification No.)
127 PUBLIC SQUARE, CLEVELAND, OHIO 44114
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(Address of Principal Executive Offices) (Zip Code)
SOCIETY CORPORATION EMPLOYEES' STOCK PURCHASE PLAN
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(Full Title of the Plan)
LAWRENCE J. CARLINI, GENERAL COUNSEL AND SECRETARY
SOCIETY CORPORATION, 127 PUBLIC SQUARE, CLEVELAND, OHIO 44114
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(Name and Address of Agent For Service)
216-689-3000
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(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share* Price* Fee*
- --------------- -------------- -------------- ---------------- ---------------
<S> <C> <C> <C> <C>
Common Shares,
with a par 400,000 $29.375 $11,750,000 $4,051.75
value of $1
each**
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<FN>
* Pursuant to Rule 457 of the Securities Exchange Act of 1933, figures are
based on the average of the high and low prices for Society Common Stock
as reported on the New York Stock Exchange as of February 11, 1994.
** Includes associated Rights (the "Rights") to purchase the Registrant's
Common Stock. Until the occurrence of certain prescribed events, none of
which has occurred, the Rights are not exercisable, are evidenced by the
certificates representing the Registrant's Common Stock, and will be
transferred along with and only with the Registrant's Common Stock.
</TABLE>
<PAGE> 2
As of the date of this Registration Statement, there is a pending
merger between KeyCorp, a New York corporation ("Old KeyCorp"), and Society
Corporation, an Ohio corporation ("Society"). Upon consummation of the merger,
Society, as an Ohio corporation, will be the surviving corporation but will be
renamed KeyCorp. References to Old KeyCorp in this Registration Statement are
references to KeyCorp, the New York corporation existing prior to the merger.
References to KeyCorp in this Registration Statement are references to the
surviving corporation subsequent to the merger, and its successors.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents, which are on file with the Securities
and Exchange Commission, are hereby incorporated herein by reference:
a. Society's Annual Report on Form 10-K for the year
ended December 31, 1992;
b. Society's Quarterly Reports on Form 10-Q for the
quarters ended March 31, June 30, and September
30, 1993;
c. Society's Current Reports on Form 8-K filed on
January 27, March 22, April 14, July 9, October 13,
November 19, 1993, and January 20, 1994;
d. Society's Registration Statement on Form S-4
filed on December 28, 1993;
e. The descriptions of Society Common Stock and the
related rights to purchase Society Common Stock contained in
Society's Registration Statement on Form 8-A with respect
thereto filed pursuant to Section 12 of the Exchange Act
(and any amendment or report filed for the purpose of updating
the description);
f. Old KeyCorp's Annual Report on Form 10-K for the
year ended December 31, 1992;
g. Old KeyCorp's Quarterly Reports on Form 10-Q for
the quarters ended March 31, June 30, and September 30, 1993;
h. Old KeyCorp's Current Reports on Form 8-K filed on
January 14, January 27, March 18 (as amended by a Form 8 filed
on May 20), which contained the audited restated consolidated
financial statements of Old KeyCorp for the fiscal year ended
December 31, 1992 (which gave effect to the merger of Old
KeyCorp with Puget Sound Bancorp on January 15, 1993),
April 28, May 19, July 8 (two Reports), September 21,
October 13 (two Reports), October 15, 1993, January 14, 1994,
and January 21, 1994; and
i. All documents filed by the Registrant pursuant to
Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange
Act of 1934 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 in
this Registration Statement and to be part hereof from the
date of filing such documents.
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Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Under Ohio law, Ohio corporations are authorized to indemnify
directors, officers, employees, and agents within prescribed limits
and must indemnify them under certain circumstances. Ohio law does
not provide statutory authorization for a corporation to indemnify
directors, officers, employees, and agents for settlements, fines, or
judgments in the context of derivative suits. However, it provides
that directors (but not officers, employees, and agents) are entitled
to mandatory advancement of expenses, including attorneys' fees,
incurred in defending any action, including derivative actions,
brought against the director, provided the director agrees to
cooperate with the corporation concerning the matter and to repay the
amount advanced if it is proved by clear and convincing evidence that
his act or failure to act was done with deliberate intent to cause
injury to the corporation or with reckless disregard for the
corporation's best interests.
Ohio law does not authorize payment of judgments to a
director, officer, employee, or agent after a finding of negligence or
misconduct in a derivative suit absent a court order. Indemnification
is required, however, to the extent such person succeeds on the
merits. In all other cases, if a director, officer, employee, or
agent 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 is discretionary except as otherwise provided by a
corporation's articles, code of regulations, or by contract except
with respect to the advancement of expenses of directors.
Under Ohio law, a director is not liable for monetary damages
unless it is proved by clear and convincing evidence that his action
or failure to act was undertaken with deliberate intent to cause
injury to the corporation or with reckless disregard for the best
interests of the corporation. There is, however, no comparable
provision limiting the liability of officers, employees, or agents of
a corporation. The statutory right to indemnification is not
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exclusive in Ohio, and Ohio corporations may, among other things,
procure insurance for such persons.
The Society Regulations provide that Society shall indemnify
to the fullest extent permitted by law any person made or threatened
to be made a party to any action, suit, or proceeding by reason of the
fact that he is or was a director, officer, or employee of Society or
of any other bank, corporation, partnership, trust, or other
enterprise for which he was serving as a director, officer, or
employee at the request of Society.
Except as stated above, neither the Amended and Restated
Articles of Incorporation of Society nor any other contract or
arrangement to which Society is a party provides for such
indemnification. Under the terms of Society's directors' and
officers' liability and company reimbursement insurance policy,
directors and officers of Society are insured against certain
liabilities, including liabilities arising under the Securities Act.
The Regulations of KeyCorp will contain identical
indemnification provisions to those in the Society Regulations.
KeyCorp will continue to maintain directors' and officers' liability
and company reimbursement insurance policies under which directors and
officers of KeyCorp will be insured against certain liabilities
including liabilities arising under the Securities Act.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The Exhibits to the Registration Statement are listed in the
Exhibit Index on page 6 of the Registration Statement.
Item 9. Undertakings.
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement; (i) to include any prospectus
required by Section 10(a)(3) of the Securities Act 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; (iii) to include any material information
with respect to the plan of distribution not
previously disclosed in the Registration Statement or
any material change to such information in the
Registration Statement; provided, however, that
clauses (i) and (ii) do not apply if the Registration
Statement is on Form S-3, Form S-8, and the
information required to be included in a
post-effective amendment by those clauses is
contained in periodic reports filed by
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the Registrant 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.
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 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 the 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.
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<PAGE> 6
Society Corporation
Index to Exhibits
<TABLE>
<CAPTION>
Form S-4
Exhibit No. Description
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<S> <C> <C> <C>
4 (a) Amended and Restated Articles of Incorporation of Incorporated herein by reference to Exhibit
Society Corporation, as last amended on September 4(a) to Form S-4 filed on December 28, 1993
17, 1993
(b) Amended and Restated Articles of Incorporation of Incorporated herein by reference to Exhibit
KeyCorp 4(b) to Form S-4 filed on December 28, 1993
(c) Regulations of Society Corporation, as last amended Incorporated herein by reference to Exhibit
as of March 16, 1992 3.2 to Form 10-K for Fiscal Year Ended
December 31, 1992 filed on March 24, 1993
(d) Regulations of KeyCorp Incorporated herein by reference to Exhibit
4(d) to Form S-4 filed on December 28, 1993
(e) Rights Agreement, dated as of August 25, 1989, Incorporated herein by reference to Exhibit 1
between Society Corporation and First Chicago Trust to Form 8-A filed on August 29, 1989
Company of New York, as Rights Agent, including as
Exhibit A thereto the form of Rights Certificate
(f) Amendment No. 1 to Rights Agreement, dated February Incorporated herein by reference to Exhibit 1
21, 1991, between Society Corporation and First to Form 8-A filed on February 28, 1991
Chicago Trust Company of New York, as Rights Agent
(g) Amendment No. 2 to Rights Agreement dated September Incorporated herein by reference to Exhibit 4
12, 1991, between Society Corporation and First to Schedule 13D filed on September 23, 1991
Chicago Trust Company of New York, as Rights Agent
(h) Amendment No. 3 to Rights Agreement dated October 1, Incorporated herein by reference to Exhibit 4
1993 between Society Corporation and Society to Schedule 13D filed on October 12, 1993
National Bank, as Rights Agent
5 Opinion of Thompson, Hine and Flory as to the
legality of the Securities being registered
15 Letter of Ernst & Young
re: unaudited interim financial information
23 (a) Consent of Ernst & Young
</TABLE>
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<TABLE>
<S> <C> <C>
(b) Consent of Ernst & Young
(c) Consent of Thompson, Hine and Flory (included as
part of Exhibit 5)
24 (a) Powers of Attorney
(b) Certified Resolutions of Board of Directors of
Society
</TABLE>
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<PAGE> 8
SIGNATURES
THE REGISTRANT. PURSUANT TO THE REQUIREMENTS OF THE
SECURITIES ACT OF 1933, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS
TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS
DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF CLEVELAND, STATE OF
OHIO, ON THIS 16TH DAY OF FEBRUARY, 1994.
SOCIETY CORPORATION,
Registrant
By /s/ Lawrence J. Carlini
---------------------------------
Lawrence J. Carlini
General Counsel and Secretary
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.
<TABLE>
<CAPTION>
TITLE AND SIGNATURE DATE
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<S> <C>
Robert W. Gillespie, Chairman of the Board, Chief Executive Officer, February 16, 1994
President, and Director (Principal Executive Officer); James W. Wert,
Vice Chairman of the Board, Chief Financial Officer and Director
(Principal Financial Officer and Principal Accounting Officer); Roger
Noall, Director; William G. Bares, Director; Edward F. Bell, Director;
Albert C. Bersticker, Director; Thomas A. Commes, Director; Howard
J. Cooper, Director; Betty Cope, Director; Allen H. Ford, Director;
T. Raymond Gregory, Director; Jerry Hammes, Director; Stephen R. Hardis,
Director; Lawrence A. Leser, Director; A. Stephen Martindale, Director;
John G. McDonald, Director; Henry L. Meyer III, Director; Steven
A. Minter, Director; M. Thomas Moore, Director; John C. Morley, Director;
Richard W. Pogue, Director; James S. Reid, Jr., Director; Harry A. Shaw
III, Director; Dennis W. Sullivan, Director; and Renold D. Thompson,
Director.
</TABLE>
By /s/ Lawrence J. Carlini
-----------------------------
Lawrence J. Carlini,
Attorney-in-Fact
February 16, 1994
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EXHIBITS
<PAGE> 1
Exhibit 5
February 16, 1994
Society Corporation
127 Public Square
Cleveland, Ohio 44114
Gentlemen:
As counsel for Society Corporation (the "Company"), we are
familiar with the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by the Company with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended,
with respect to 400,000 of the Company's Common Shares, $1 par value each
and related rights to purchase Common Shares, (the "Shares") to be issued in
connection with the Company's Employees' Stock Purchase Plan (the "Plan").
In connection with the foregoing, we have examined the
following:
1. The Amended Articles of Incorporation and the Amended
Regulations of the Company, both as amended to date;
2. The records relating to the organization of the Company
and such other records of corporate proceedings and such other documents as we
deemed it necessary to examine as a basis for the opinions hereinafter
expressed;
3. The Registration Statement (including Exhibits thereto) to
be filed with the Securities and Exchange Commission; and
4. Copies of the Plan, and the records of the proceedings of
the Board of Directors of the Company relating to the adoption and approval
thereof.
Based upon such examination, we are of the opinion that:
A. The Company is a corporation duly organized and validly
existing under the laws of the State of Ohio.
<PAGE> 2
Society Corporation
February 16, 1994
Page 2
B. The Shares have been duly authorized and, when issued
and delivered pursuant to the Plan and in the manner contemplated by the
Registration Statement, will be validly issued, fully paid, and non-assessable.
We hereby consent to the filing of this Opinion as Exhibit 5
to the Registration Statement and to the use of our name therein.
Very truly yours,
/s/ Thompson, Hine and Flory
----------------------------
THOMPSON, HINE AND FLORY
<PAGE> 1
Exhibit 15
February 14, 1994
Shareholders and Board of Directors
KeyCorp
We are aware of the incorporation by reference in the Registration Statement
(Form S-8, dated February 16, 1994) pertaining to the Society Corporation
Employees' Stock Purchase Plan of our reports dated April 15, 1993, July 15,
1993, and October 14, 1993 relating to the unaudited consolidated interim
financial statements of KeyCorp which are included in its Forms 10-Q for the
quarters ended March 31, 1993, June 30, 1993, and September 30, 1993.
Pursuant to Rule 436(c) of the Securities Act of 1933 our reports are not a
part of the registration statement prepared or certified by accountants within
the meaning of Section 7 or 11 of the Securities Act of 1933.
/s/ Ernst & Young
------------------------------
ERNST & YOUNG
<PAGE> 1
Exhibit 23(a)
Consent of Ernst & Young, Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8, dated February 16, 1994) pertaining to the Society Corporation
Employees' Stock Purchase Plan, of our report dated January 29, 1993, with
respect to the consolidated financial statements of Society Corporation and
Subsidiaries incorporated by reference in its Annual Report (Form 10-K) for the
year ended December 31, 1992, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young
--------------------------
ERNST & YOUNG
Cleveland, Ohio
February 14, 1994
<PAGE> 1
Exhibit 23(b)
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8, dated February 16, 1994) pertaining to the Society Corporation
Employees' Stock Purchase Plan, of our report dated January 15, 1993 with
respect to the KeyCorp 1992 Supplemental Financial Statements (which are now
considered to be the primary financial statements, giving effect to the merger
of Puget Sound Bancorp with KeyCorp on January 15, 1993) included in the
KeyCorp current report on Form 8-K dated March 18, 1993 (as amended by a Form 8
dated May 20, 1993), filed with the Securities and Exchange Commission.
/s/ Ernst & Young
----------------------------
ERNST & YOUNG
Albany, New York
February 14, 1994
<PAGE> 1
Exhibit 24(a)
SOCIETY CORPORATION
POWER OF ATTORNEY
The undersigned, an officer or director, or
both an officer and director of Society Corporation, an Ohio corporation, which
anticipates filing with the Securities and Exchange Commission, Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, such
registration statements or amendments to existing registration statements (on
such Form S-3, S-8 or such other form or forms as are applicable) to effect the
registration of up to 400,000 Common Shares of the Corporation to be issued and
sold under the Corporation's Dividend Reinvestment and Cash Payment Plan (the
"Plan") (or under a new employee stock purchase plan which may be adopted) in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the Plan, hereby constitutes and appoints Robert W. Gillespie,
Roger Noall, and Lawrence J. Carlini, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with the Securities
and Exchange Commission pertaining to such securities or such registration with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has
hereunto set his or her hand as of January 20, 1994.
/s/ Robert W. Gillespie
----------------------------
<PAGE> 2
SOCIETY CORPORATION
POWER OF ATTORNEY
The undersigned, an officer or director, or
both an officer and director of Society Corporation, an Ohio corporation, which
anticipates filing with the Securities and Exchange Commission, Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, such
registration statements or amendments to existing registration statements (on
such Form S-3, S-8 or such other form or forms as are applicable) to effect the
registration of up to 400,000 Common Shares of the Corporation to be issued and
sold under the Corporation's Dividend Reinvestment and Cash Payment Plan (the
"Plan") (or under a new employee stock purchase plan which may be adopted) in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the Plan, hereby constitutes and appoints Robert W. Gillespie,
Roger Noall, and Lawrence J. Carlini, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with the Securities
and Exchange Commission pertaining to such securities or such registration with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has
hereunto set his or her hand as of January 20, 1994.
/s/ James W. Wert
---------------------------
<PAGE> 3
SOCIETY CORPORATION
POWER OF ATTORNEY
The undersigned, an officer or director, or
both an officer and director of Society Corporation, an Ohio corporation, which
anticipates filing with the Securities and Exchange Commission, Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, such
registration statements or amendments to existing registration statements (on
such Form S-3, S-8 or such other form or forms as are applicable) to effect the
registration of up to 400,000 Common Shares of the Corporation to be issued and
sold under the Corporation's Dividend Reinvestment and Cash Payment Plan (the
"Plan") (or under a new employee stock purchase plan which may be adopted) in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the Plan, hereby constitutes and appoints Robert W. Gillespie,
Roger Noall, and Lawrence J. Carlini, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with the Securities
and Exchange Commission pertaining to such securities or such registration with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has
hereunto set his or her hand as of January 20, 1994.
/s/ Roger Noall
----------------------------
<PAGE> 4
SOCIETY CORPORATION
POWER OF ATTORNEY
The undersigned, an officer or director, or
both an officer and director of Society Corporation, an Ohio corporation, which
anticipates filing with the Securities and Exchange Commission, Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, such
registration statements or amendments to existing registration statements (on
such Form S-3, S-8 or such other form or forms as are applicable) to effect the
registration of up to 400,000 Common Shares of the Corporation to be issued and
sold under the Corporation's Dividend Reinvestment and Cash Payment Plan (the
"Plan") (or under a new employee stock purchase plan which may be adopted) in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the Plan, hereby constitutes and appoints Robert W. Gillespie,
Roger Noall, and Lawrence J. Carlini, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with the Securities
and Exchange Commission pertaining to such securities or such registration with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has
hereunto set his or her hand as of January 20, 1994.
/s/ William G. Bares
----------------------------
<PAGE> 5
SOCIETY CORPORATION
POWER OF ATTORNEY
The undersigned, an officer or director, or
both an officer and director of Society Corporation, an Ohio corporation, which
anticipates filing with the Securities and Exchange Commission, Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, such
registration statements or amendments to existing registration statements (on
such Form S-3, S-8 or such other form or forms as are applicable) to effect the
registration of up to 400,000 Common Shares of the Corporation to be issued and
sold under the Corporation's Dividend Reinvestment and Cash Payment Plan (the
"Plan") (or under a new employee stock purchase plan which may be adopted) in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the Plan, hereby constitutes and appoints Robert W. Gillespie,
Roger Noall, and Lawrence J. Carlini, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with the Securities
and Exchange Commission pertaining to such securities or such registration with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has
hereunto set his or her hand as of January 21, 1994.
/s/ Edward F. Bell
----------------------------
<PAGE> 6
SOCIETY CORPORATION
POWER OF ATTORNEY
The undersigned, an officer or director, or
both an officer and director of Society Corporation, an Ohio corporation, which
anticipates filing with the Securities and Exchange Commission, Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, such
registration statements or amendments to existing registration statements (on
such Form S-3, S-8 or such other form or forms as are applicable) to effect the
registration of up to 400,000 Common Shares of the Corporation to be issued and
sold under the Corporation's Dividend Reinvestment and Cash Payment Plan (the
"Plan") (or under a new employee stock purchase plan which may be adopted) in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the Plan, hereby constitutes and appoints Robert W. Gillespie,
Roger Noall, and Lawrence J. Carlini, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with the Securities
and Exchange Commission pertaining to such securities or such registration with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has
hereunto set his or her hand as of January 21, 1994.
/s/ Albert C. Bersticker
---------------------------
<PAGE> 7
SOCIETY CORPORATION
POWER OF ATTORNEY
The undersigned, an officer or director, or
both an officer and director of Society Corporation, an Ohio corporation, which
anticipates filing with the Securities and Exchange Commission, Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, such
registration statements or amendments to existing registration statements (on
such Form S-3, S-8 or such other form or forms as are applicable) to effect the
registration of up to 400,000 Common Shares of the Corporation to be issued and
sold under the Corporation's Dividend Reinvestment and Cash Payment Plan (the
"Plan") (or under a new employee stock purchase plan which may be adopted) in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the Plan, hereby constitutes and appoints Robert W. Gillespie,
Roger Noall, and Lawrence J. Carlini, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with the Securities
and Exchange Commission pertaining to such securities or such registration with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has
hereunto set his or her hand as of January 20, 1994.
/s/ Thomas A. Commes
----------------------------
<PAGE> 8
SOCIETY CORPORATION
POWER OF ATTORNEY
The undersigned, an officer or director, or
both an officer and director of Society Corporation, an Ohio corporation, which
anticipates filing with the Securities and Exchange Commission, Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, such
registration statements or amendments to existing registration statements (on
such Form S-3, S-8 or such other form or forms as are applicable) to effect the
registration of up to 400,000 Common Shares of the Corporation to be issued and
sold under the Corporation's Dividend Reinvestment and Cash Payment Plan (the
"Plan") (or under a new employee stock purchase plan which may be adopted) in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the Plan, hereby constitutes and appoints Robert W. Gillespie,
Roger Noall, and Lawrence J. Carlini, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with the Securities
and Exchange Commission pertaining to such securities or such registration with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has
hereunto set his or her hand as of January 28, 1994.
/s/ Howard J. Cooper
----------------------------
<PAGE> 9
SOCIETY CORPORATION
POWER OF ATTORNEY
The undersigned, an officer or director, or
both an officer and director of Society Corporation, an Ohio corporation, which
anticipates filing with the Securities and Exchange Commission, Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, such
registration statements or amendments to existing registration statements (on
such Form S-3, S-8 or such other form or forms as are applicable) to effect the
registration of up to 400,000 Common Shares of the Corporation to be issued and
sold under the Corporation's Dividend Reinvestment and Cash Payment Plan (the
"Plan") (or under a new employee stock purchase plan which may be adopted) in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the Plan, hereby constitutes and appoints Robert W. Gillespie,
Roger Noall, and Lawrence J. Carlini, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with the Securities
and Exchange Commission pertaining to such securities or such registration with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has
hereunto set his or her hand as of January 25, 1994.
/s/ Betty Cope
----------------------------
<PAGE> 10
SOCIETY CORPORATION
POWER OF ATTORNEY
The undersigned, an officer or director, or
both an officer and director of Society Corporation, an Ohio corporation, which
anticipates filing with the Securities and Exchange Commission, Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, such
registration statements or amendments to existing registration statements (on
such Form S-3, S-8 or such other form or forms as are applicable) to effect the
registration of up to 400,000 Common Shares of the Corporation to be issued and
sold under the Corporation's Dividend Reinvestment and Cash Payment Plan (the
"Plan") (or under a new employee stock purchase plan which may be adopted) in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the Plan, hereby constitutes and appoints Robert W. Gillespie,
Roger Noall, and Lawrence J. Carlini, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with the Securities
and Exchange Commission pertaining to such securities or such registration with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has
hereunto set his or her hand as of January 20, 1994.
/s/ Allen H. Ford
---------------------------
<PAGE> 11
SOCIETY CORPORATION
POWER OF ATTORNEY
The undersigned, an officer or director, or
both an officer and director of Society Corporation, an Ohio corporation, which
anticipates filing with the Securities and Exchange Commission, Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, such
registration statements or amendments to existing registration statements (on
such Form S-3, S-8 or such other form or forms as are applicable) to effect the
registration of up to 400,000 Common Shares of the Corporation to be issued and
sold under the Corporation's Dividend Reinvestment and Cash Payment Plan (the
"Plan") (or under a new employee stock purchase plan which may be adopted) in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the Plan, hereby constitutes and appoints Robert W. Gillespie,
Roger Noall, and Lawrence J. Carlini, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with the Securities
and Exchange Commission pertaining to such securities or such registration with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has
hereunto set his or her hand as of January 22, 1994.
/s/ T. Raymond Gregory
---------------------------
<PAGE> 12
SOCIETY CORPORATION
POWER OF ATTORNEY
The undersigned, an officer or director, or
both an officer and director of Society Corporation, an Ohio corporation, which
anticipates filing with the Securities and Exchange Commission, Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, such
registration statements or amendments to existing registration statements (on
such Form S-3, S-8 or such other form or forms as are applicable) to effect the
registration of up to 400,000 Common Shares of the Corporation to be issued and
sold under the Corporation's Dividend Reinvestment and Cash Payment Plan (the
"Plan") (or under a new employee stock purchase plan which may be adopted) in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the Plan, hereby constitutes and appoints Robert W. Gillespie,
Roger Noall, and Lawrence J. Carlini, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with the Securities
and Exchange Commission pertaining to such securities or such registration with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has
hereunto set his or her hand as of January 20, 1994.
/s/ Jerry Hammes
---------------------------
<PAGE> 13
SOCIETY CORPORATION
POWER OF ATTORNEY
The undersigned, an officer or director, or
both an officer and director of Society Corporation, an Ohio corporation, which
anticipates filing with the Securities and Exchange Commission, Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, such
registration statements or amendments to existing registration statements (on
such Form S-3, S-8 or such other form or forms as are applicable) to effect the
registration of up to 400,000 Common Shares of the Corporation to be issued and
sold under the Corporation's Dividend Reinvestment and Cash Payment Plan (the
"Plan") (or under a new employee stock purchase plan which may be adopted) in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the Plan, hereby constitutes and appoints Robert W. Gillespie,
Roger Noall, and Lawrence J. Carlini, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with the Securities
and Exchange Commission pertaining to such securities or such registration with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has
hereunto set his or her hand as of January 20, 1994.
/s/ Stephen R. Hardis
----------------------------
<PAGE> 14
SOCIETY CORPORATION
POWER OF ATTORNEY
The undersigned, an officer or director, or
both an officer and director of Society Corporation, an Ohio corporation, which
anticipates filing with the Securities and Exchange Commission, Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, such
registration statements or amendments to existing registration statements (on
such Form S-3, S-8 or such other form or forms as are applicable) to effect the
registration of up to 400,000 Common Shares of the Corporation to be issued and
sold under the Corporation's Dividend Reinvestment and Cash Payment Plan (the
"Plan") (or under a new employee stock purchase plan which may be adopted) in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the Plan, hereby constitutes and appoints Robert W. Gillespie,
Roger Noall, and Lawrence J. Carlini, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with the Securities
and Exchange Commission pertaining to such securities or such registration with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has
hereunto set his or her hand as of January 20, 1994.
/s/ Lawrence A. Leser
----------------------------
<PAGE> 15
SOCIETY CORPORATION
POWER OF ATTORNEY
The undersigned, an officer or director, or
both an officer and director of Society Corporation, an Ohio corporation, which
anticipates filing with the Securities and Exchange Commission, Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, such
registration statements or amendments to existing registration statements (on
such Form S-3, S-8 or such other form or forms as are applicable) to effect the
registration of up to 400,000 Common Shares of the Corporation to be issued and
sold under the Corporation's Dividend Reinvestment and Cash Payment Plan (the
"Plan") (or under a new employee stock purchase plan which may be adopted) in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the Plan, hereby constitutes and appoints Robert W. Gillespie,
Roger Noall, and Lawrence J. Carlini, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with the Securities
and Exchange Commission pertaining to such securities or such registration with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has
hereunto set his or her hand as of January 21, 1994.
/s/ A. Stephen Martindale
----------------------------
<PAGE> 16
SOCIETY CORPORATION
POWER OF ATTORNEY
The undersigned, an officer or director, or
both an officer and director of Society Corporation, an Ohio corporation, which
anticipates filing with the Securities and Exchange Commission, Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, such
registration statements or amendments to existing registration statements (on
such Form S-3, S-8 or such other form or forms as are applicable) to effect the
registration of up to 400,000 Common Shares of the Corporation to be issued and
sold under the Corporation's Dividend Reinvestment and Cash Payment Plan (the
"Plan") (or under a new employee stock purchase plan which may be adopted) in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the Plan, hereby constitutes and appoints Robert W. Gillespie,
Roger Noall, and Lawrence J. Carlini, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with the Securities
and Exchange Commission pertaining to such securities or such registration with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has
hereunto set his or her hand as of January 20, 1994.
/s/ John G. McDonald
----------------------------
<PAGE> 17
SOCIETY CORPORATION
POWER OF ATTORNEY
The undersigned, an officer or director, or
both an officer and director of Society Corporation, an Ohio corporation, which
anticipates filing with the Securities and Exchange Commission, Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, such
registration statements or amendments to existing registration statements (on
such Form S-3, S-8 or such other form or forms as are applicable) to effect the
registration of up to 400,000 Common Shares of the Corporation to be issued and
sold under the Corporation's Dividend Reinvestment and Cash Payment Plan (the
"Plan") (or under a new employee stock purchase plan which may be adopted) in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the Plan, hereby constitutes and appoints Robert W. Gillespie,
Roger Noall, and Lawrence J. Carlini, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with the Securities
and Exchange Commission pertaining to such securities or such registration with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has
hereunto set his or her hand as of January 20, 1994.
/s/ Henry L. Meyer III
----------------------------
<PAGE> 18
SOCIETY CORPORATION
POWER OF ATTORNEY
The undersigned, an officer or director, or
both an officer and director of Society Corporation, an Ohio corporation, which
anticipates filing with the Securities and Exchange Commission, Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, such
registration statements or amendments to existing registration statements (on
such Form S-3, S-8 or such other form or forms as are applicable) to effect the
registration of up to 400,000 Common Shares of the Corporation to be issued and
sold under the Corporation's Dividend Reinvestment and Cash Payment Plan (the
"Plan") (or under a new employee stock purchase plan which may be adopted) in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the Plan, hereby constitutes and appoints Robert W. Gillespie,
Roger Noall, and Lawrence J. Carlini, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with the Securities
and Exchange Commission pertaining to such securities or such registration with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has
hereunto set his or her hand as of January 20, 1994.
/s/ Steven A. Minter
---------------------------
<PAGE> 19
SOCIETY CORPORATION
POWER OF ATTORNEY
The undersigned, an officer or director, or
both an officer and director of Society Corporation, an Ohio corporation, which
anticipates filing with the Securities and Exchange Commission, Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, such
registration statements or amendments to existing registration statements (on
such Form S-3, S-8 or such other form or forms as are applicable) to effect the
registration of up to 400,000 Common Shares of the Corporation to be issued and
sold under the Corporation's Dividend Reinvestment and Cash Payment Plan (the
"Plan") (or under a new employee stock purchase plan which may be adopted) in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the Plan, hereby constitutes and appoints Robert W. Gillespie,
Roger Noall, and Lawrence J. Carlini, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with the Securities
and Exchange Commission pertaining to such securities or such registration with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has
hereunto set his or her hand as of January 22, 1994.
/s/ M. Thomas Moore
---------------------------
<PAGE> 20
SOCIETY CORPORATION
POWER OF ATTORNEY
The undersigned, an officer or director, or
both an officer and director of Society Corporation, an Ohio corporation, which
anticipates filing with the Securities and Exchange Commission, Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, such
registration statements or amendments to existing registration statements (on
such Form S-3, S-8 or such other form or forms as are applicable) to effect the
registration of up to 400,000 Common Shares of the Corporation to be issued and
sold under the Corporation's Dividend Reinvestment and Cash Payment Plan (the
"Plan") (or under a new employee stock purchase plan which may be adopted) in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the Plan, hereby constitutes and appoints Robert W. Gillespie,
Roger Noall, and Lawrence J. Carlini, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with the Securities
and Exchange Commission pertaining to such securities or such registration with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has
hereunto set his or her hand as of January 20, 1994.
/s/ John C. Morley
----------------------------
<PAGE> 21
SOCIETY CORPORATION
POWER OF ATTORNEY
The undersigned, an officer or director, or
both an officer and director of Society Corporation, an Ohio corporation, which
anticipates filing with the Securities and Exchange Commission, Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, such
registration statements or amendments to existing registration statements (on
such Form S-3, S-8 or such other form or forms as are applicable) to effect the
registration of up to 400,000 Common Shares of the Corporation to be issued and
sold under the Corporation's Dividend Reinvestment and Cash Payment Plan (the
"Plan") (or under a new employee stock purchase plan which may be adopted) in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the Plan, hereby constitutes and appoints Robert W. Gillespie,
Roger Noall, and Lawrence J. Carlini, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with the Securities
and Exchange Commission pertaining to such securities or such registration with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has
hereunto set his or her hand as of January 20, 1994.
/s/ Richard W. Pogue
----------------------------
<PAGE> 22
SOCIETY CORPORATION
POWER OF ATTORNEY
The undersigned, an officer or director, or
both an officer and director of Society Corporation, an Ohio corporation, which
anticipates filing with the Securities and Exchange Commission, Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, such
registration statements or amendments to existing registration statements (on
such Form S-3, S-8 or such other form or forms as are applicable) to effect the
registration of up to 400,000 Common Shares of the Corporation to be issued and
sold under the Corporation's Dividend Reinvestment and Cash Payment Plan (the
"Plan") (or under a new employee stock purchase plan which may be adopted) in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the Plan, hereby constitutes and appoints Robert W. Gillespie,
Roger Noall, and Lawrence J. Carlini, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with the Securities
and Exchange Commission pertaining to such securities or such registration with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has
hereunto set his or her hand as of January 20, 1994.
/s/ James S. Reid
---------------------------
<PAGE> 23
SOCIETY CORPORATION
POWER OF ATTORNEY
The undersigned, an officer or director, or
both an officer and director of Society Corporation, an Ohio corporation, which
anticipates filing with the Securities and Exchange Commission, Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, such
registration statements or amendments to existing registration statements (on
such Form S-3, S-8 or such other form or forms as are applicable) to effect the
registration of up to 400,000 Common Shares of the Corporation to be issued and
sold under the Corporation's Dividend Reinvestment and Cash Payment Plan (the
"Plan") (or under a new employee stock purchase plan which may be adopted) in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the Plan, hereby constitutes and appoints Robert W. Gillespie,
Roger Noall, and Lawrence J. Carlini, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with the Securities
and Exchange Commission pertaining to such securities or such registration with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has
hereunto set his or her hand as of January 20, 1994.
/s/ Harry A. Shaw III
----------------------------
<PAGE> 24
SOCIETY CORPORATION
POWER OF ATTORNEY
The undersigned, an officer or director, or
both an officer and director of Society Corporation, an Ohio corporation, which
anticipates filing with the Securities and Exchange Commission, Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, such
registration statements or amendments to existing registration statements (on
such Form S-3, S-8 or such other form or forms as are applicable) to effect the
registration of up to 400,000 Common Shares of the Corporation to be issued and
sold under the Corporation's Dividend Reinvestment and Cash Payment Plan (the
"Plan") (or under a new employee stock purchase plan which may be adopted) in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the Plan, hereby constitutes and appoints Robert W. Gillespie,
Roger Noall, and Lawrence J. Carlini, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with the Securities
and Exchange Commission pertaining to such securities or such registration with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has
hereunto set his or her hand as of January 19, 1994.
/s/ Dennis W. Sullivan
---------------------------
<PAGE> 25
SOCIETY CORPORATION
POWER OF ATTORNEY
The undersigned, an officer or director, or
both an officer and director of Society Corporation, an Ohio corporation, which
anticipates filing with the Securities and Exchange Commission, Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, such
registration statements or amendments to existing registration statements (on
such Form S-3, S-8 or such other form or forms as are applicable) to effect the
registration of up to 400,000 Common Shares of the Corporation to be issued and
sold under the Corporation's Dividend Reinvestment and Cash Payment Plan (the
"Plan") (or under a new employee stock purchase plan which may be adopted) in
addition to the 400,000 Common Shares currently authorized to be issued and
sold under the Plan, hereby constitutes and appoints Robert W. Gillespie,
Roger Noall, and Lawrence J. Carlini, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place, and stead of the undersigned, to sign and file the proposed
registration statements or amendments to existing registration statements and
any and all amendments, post-effective amendments, and exhibits thereto, and
any and all applications and other documents to be filed with the Securities
and Exchange Commission pertaining to such securities or such registration with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has
hereunto set his or her hand as of January 20, 1994.
/s/ Renold D. Thompson
---------------------------
<PAGE> 1
Exhibit 24(b)
CERTIFICATION
I, Lawrence J. Carlini, hereby certify that I am the Secretary
of Society Corporation, a corporation duly organized under the laws of the
State of Ohio, that I have in my possession the corporate records regarding the
Corporation, and that attached hereto is a true and correct copy of the
resolution duly adopted by the Executive Committee of the Board of Directors of
such Corporation at a meeting thereof duly called and held on January 20, 1994,
at which meeting a quorum of the Board was present throughout, and that such
resolutions have not been rescinded and are in full force and effect.
IN WITNESS THEREOF, the undersigned has hereunto put his hand
and the seal of this Corporation on this 20th day of January, 1994.
/s/ Lawrence J. Carlini
----------------------------
Lawrence J. Carlini
Secretary
Society Corporation
<PAGE> 2
Resolution adopted by the Executive Committee of the Board of Directors of
Society Corporation on January 20, 1994.
RESOLVED, that in connection with the consummation of the
merger of KeyCorp and the Corporation, the Corporation's Dividend
Reinvestment and Cash Payment Plan (the "Plan") be (a) combined with
KeyCorp's Dividend Reinvestment and Stock Purchase Plan and (b)
amended (or a new plan adopted) which incorporates such combination
and the following: a minimum optional cash payment of $10.00 and a
maximum optional cash payment of $10,000.00 per month; the elimination
of preferred stockholders as eligible participants in the Plan; a new
employee stock purchase feature pursuant to which an Eligible Employee
(as would be defined in the Plan) may join and participate in the Plan
through payroll deduction of up to a ten percent purchase price
discount; such other terms as the officers of the Corporation deem
necessary or advisable (provided, however, the employee stock purchase
feature may be part of the Plan as amended, or it may be a separate
plan, all as may be determined by the officers of the Corporation).
FURTHER RESOLVED, that the officers of the Corporation be and
each of them is hereby authorized to approve amendments to the Plan,
or the form of new plan or plans, as authorized above, together with
any other related or corresponding amendments to the Plan that such
officer may determine to be necessary or desirable.
FURTHER RESOLVED, that, in addition to the 400,000 Common
Shares currently authorized to be issued and sold under the Plan, the
Corporation is hereby authorized to issue and sell up to 400,000
additional Common Shares pursuant to the Plan as amended and that the
officers of the Corporation be and each of them is hereby authorized
to cause to be issued from time to time up to an aggregate amount of
800,000 Common Shares in connection with the Plan; provided, however,
if the employee stock purchase feature is adopted as a separate plan,
the officers of the Corporation are authorized to allocate such
authorized Common Shares between the Plan as amended and the separate
employee stock purchase plan in such manner as they determine
advisable.
<PAGE> 3
FURTHER RESOLVED, that the officers of the Corporation be and
each of them is hereby authorized, for and on behalf of the
Corporation, to prepare or cause to be prepared and to execute and
file with the Securities and Exchange Commission (the "Commission")
such registration statements or amendments to existing registration
statements (on such form or forms as are applicable) under the
Securities Act of 1933, as amended (the "1933 Act"), and to do or
cause to be done all things necessary or advisable to effect
registration under the 1993 Act of the Common Shares authorized above
to be issued and to be sold under the Plan.
FURTHER RESOLVED, that Robert W. Gillespie, Roger Noall, and
Lawrence J. Carlini be and each of them are hereby appointed as the
attorney-in-fact of the Corporation with full power of substitution
and resubstitution, for and in the name, place, and stead of the
Corporation, to sign and file: (A) any and all registration
statements on Form S-3, Form S-8, or such other forms as may be
appropriate and such amendments as may be, in their judgment,
appropriate, with respect to the Common Shares or other securities
issuable pursuant to the above resolutions, (B) any and all
amendments, post-effective amendments, and exhibits thereto, and (C)
any and all applications and other documents to be filed with the
Securities and Exchange Commission pertaining to such securities or
such registrations, with full power and authority to do and perform
any and all acts and things whatsoever requisite and necessary to
effect such registrations, and that such officers be and each of them
are hereby authorized and directed, for and on behalf of the
Corporation, to execute a power of attorney evidencing the foregoing
appointment of attorney.
FURTHER RESOLVED, that the officers of the Corporation are
hereby authorized in connection with the proposed offering of the
Common Shares, to take any action which they may deem necessary or
advisable to effect the registration or qualification (or exemption
therefrom) of such Common Shares under the securities or blue sky laws
of any of the States of the United States of America to carry out such
offering, and, in connection therewith, to execute, acknowledge,
verify, deliver, file, and publish all such applications, reports,
notices, and other papers and instruments to post bonds or otherwise
give security as may be required under such laws, and to take all such
further action as any of them may deem necessary or advisable to
maintain such registration or qualification or exemption therefrom for
as long as they may deem necessary or required by law.
<PAGE> 4
FURTHER RESOLVED, that the officers of the Corporation are
hereby authorized to execute and file irrevocable written consents to
service of process in all States of the United States of America where
such consents may be requisite or advisable under the securities law
thereof in connection with the registration, qualification, or
exemption of the Common Shares and to appoint the appropriate person
as agent of the Corporation for the purposes of receiving and
accepting process.
FURTHER RESOLVED, that any form of additional resolution
relating to any of the foregoing resolutions appropriate to or
required by law, regulation, or a regulatory agency, be and it is
hereby adopted and that the Secretary and each Assistant Secretary of
the Corporation be and each of them are hereby authorized to certify
as having been adopted by this Executive Committee such form of
authorizing resolution required in accordance with the foregoing,
provided that a copy of each such form of resolution so certified
shall be attached to the minutes of this meeting.
FURTHER RESOLVED, that the officers of the Corporation be and
each of them is hereby authorized to execute any and all additional
documents and take any and all additional action necessary to carry
out the provisions of the foregoing resolutions.
