<PAGE>
As filed with the Securities and Exchange Commission on February 27, 1997
Registration No. __________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------
FORM S-8
Registration Statement
Under the Securities Act of 1933
THE GUARANTEE LIFE COMPANIES INC.
-----------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 47-0785066
- ------------------------------- -----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Guarantee Centre
8801 Indian Hills Drive
Omaha, Nebraska 68114
- ---------------------------------------- ----------------
(Address of principal executive offices) (Zip code)
GUARANTEE LIFE INSURANCE COMPANY
INCENTIVE COMPENSATION PLAN
---------------------------
(Full title of the plan)
Richard A. Spellman, Esq.
Senior Vice President,
General Counsel and Secretary
Guarantee Centre
8801 Indian Hills Drive
Omaha, Nebraska 68114 (402) 361-7300
- --------------------------------------- ---------------------------------
(Name and address of agent for service) (Telephone number, including area
code, of agent for service)
Copies to:
----------------------
Joe E. Armstrong, Esq.
Kutak Rock
1650 Farnam Street
Omaha, Nebraska 68102
(402) 346-6000
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=====================================================================================================
Proposed Proposed Maximum Amount of
Title of Securities Amount to be Maximum Offering Aggregate Registration
to be Registered Registered/(1)/ Price Per Share/(2)/ Offering Price/(2)/ Fee/(3)/
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 32,000 shares $21.0625 $674,000 $204.25
par value $0.01 per share
=====================================================================================================
</TABLE>
(1) The common stock, par value $0.01 per share (the "Common Stock"), of The
Guarantee Life Companies Inc., a Delaware corporation (the "Company"),
being registered hereby represents the number of shares reserved for
issuance to participants in the Guarantee Life Insurance Company Incentive
Compensation Plan (the "Plan"). The Common Stock will be issued as a
result of the payment of a portion of a participant's incentive
compensation in the form of Common Stock, the election by a participant to
receive up to 50% of his or her incentive compensation in Common Stock in
lieu of cash and the grant by the Company of matching shares of Common
Stock of up to 25% of the number of shares of Common Stock a participant
elects to receive under the Plan. In addition, pursuant to Rule 416(c)
under the Securities Act of 1933, as amended, this registration statement
also covers an indeterminate number of additional shares which may be
issued under the Plan as a result of stock splits, stock dividends or
similar transactions in accordance with the provisions of the Plan and an
indeterminate amount of interests to be offered or sold pursuant to the
Plan described herein.
(2) Estimated pursuant to Rule 457(h) and (c) solely for purposes of
calculating the registration fee. The price per share is estimated to be
$21.0625 based on the average of the high ($21.175) and low ($21.00)
trading prices for the Common Stock in the NASDAQ National Market on
February 24, 1997, as reported in the Wall Street Journal on February 25,
1997.
(3) The Company has applied a portion of the existing balance in its account in
payment of this registration fee.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
The following documents, previously filed with the Securities and Exchange
Commission by The Guarantee Life Companies Inc. (the "Registrant") pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:
(a) the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995;
(b) all other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered
by the Annual Report on Form 10-K referred to in (a) above; and
(c) the description of the Registrant's common stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Securities
and Exchange Commission on December 13, 1995.
Each document filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment that indicates
that all securities offered herein have been sold or that deregisters all such
securities then remaining unsold shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the respective date
of filing such documents.
ITEM 4. Description of Securities.
Not Applicable.
ITEM 5. Interests of Named Experts and Counsel.
The legal validity of the shares of Common Stock to be originally issued by
the Registrant under the Registrant's Incentive Compensation Plan is being
passed upon by Richard A. Spellman, Senior Vice President, General Counsel and
Secretary of the Registrant. Mr. Spellman beneficially owns certain securities
of the Registrant, including options exercisable for shares of Common Stock of
the Registrant.
ITEM 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law, as amended, provides
with regard to indemnification of directors and officers as follows:
<PAGE>
"Section 145. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND
AGENTS; INSURANCE. (a) A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such 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 the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
(b) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise 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 the
corporation and 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 to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (a) and (b) of this
section. Such determination shall be made (1) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even though
less than a quorum, or (2) if
2
<PAGE>
there are no such directors, or if such directors so direct, by independent
legal counsel in a written opinion, or (3) by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or director
in defending any civil, criminal, administrative or investigative action, suit
or proceeding may be paid by the corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it shall ultimately
be determined that he is not entitled to be indemnified by the corporation as
authorized in this section. Such expenses (including attorneys' fees) incurred
by other employees and agents may be so paid upon such terms and conditions, if
any, as the board of directors deems appropriate.
(f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed exclusive
of any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.
(g) A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under this section.
(h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under this section with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.
(i) For purposes of this section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.
3
<PAGE>
(j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
(k) The Court of Chancery is hereby vested with exclusive jurisdiction to
hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise. The Court of Chancery may summarily
determine a corporation's obligation to advance expenses (including attorneys'
fees)."
Article V of the Registrant's Amended and Restated Bylaws provides with
regard to indemnification of directors and officers as follows:
"ARTICLE V
INDEMNIFICATION
Section 5.1. RIGHT TO INDEMNIFICATION. Each person who was or is made a
party or is threatened to be made a party to or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he or she
is or was a director or officer of the Corporation or is or was serving at the
request of the Corporation as a director, officer or employee of another
corporation (including Guarantee Life Insurance Company) or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans (hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a director, officer or
employee or in any other capacity while serving as a director, officer or
employee, shall be indemnified and held harmless by the Corporation to the
fullest extent authorized by the General Corporation Law of the State of
Delaware, as the same exists or may hereafter be amended (but, in the case of
any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than such law permitted
the Corporation to provide prior to such amendment), against all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid in settlement) reasonably incurred or
suffered by such indemnitee in connection therewith and such indemnification
shall continue as to an indemnitee who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the indemnitee's heirs,
executors and administrators; provided, however, that, except as provided in
Section 5.2 of this Article V with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such indemnitee in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation. The right to indemnification conferred in this Section 5.1 of
this Article V shall be a contract right and shall include the right to be paid
by the Corporation the expenses incurred in defending any such proceeding in
advance of its final disposition (hereinafter an "advancement of expenses"); and
provided, further, that, if the General Corporation Law of the State of Delaware
requires it, an advancement of expenses incurred by an indemnitee in his or her
capacity as a director or officer (and not in any other capacity in which
service was or is
4
<PAGE>
rendered by such indemnitee, including, without limitation, service to an
employee benefit plan) shall be made only upon delivery to the Corporation of an
undertaking, by or on behalf of such indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal that such indemnitee is not entitled
to be indemnified for such expenses under this Article V or otherwise
(hereinafter an "undertaking").
Section 5.2. RIGHT OF INDEMNITEE TO BRING SUIT. If a claim under Section
5.1 of this Article V is not paid in full by the Corporation within 60 days
after a written claim has been received by the Corporation, except in the case
of a claim for an advancement of expenses, in which case the applicable period
shall be 20 days, the indemnitee may at any time thereafter bring suit against
the Corporation to recover the unpaid amount of the claim. If successful in
whole or part in any such suit or in a suit brought by the Corporation to
recover an advancement of expenses pursuant to the terms of an undertaking, the
indemnitee shall be entitled to be paid also the expense of prosecuting or
defending such suit. In (i) any suit brought by the indemnitee to enforce a
right to indemnification hereunder (but not in a suit brought by the indemnitee
to enforce a right to an advancement of expenses) it shall be a defense that,
and (ii) any suit by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the Corporation shall be entitled to
recover such expenses upon a final adjudication that, the indemnitee has not met
the applicable standard of conduct set forth in the General Corporation Law of
the State of Delaware. Neither the failure of the Corporation (including its
Board of Directors, independent legal counsel or its stockholders) to have made
a determination prior to the commencement of such suit that indemnification of
the indemnitee is proper in the circumstances because the indemnitee has met the
applicable standard of conduct set forth in the General Corporation Law of the
State of Delaware, nor an actual determination by the Corporation (including its
Board of Directors, independent legal counsel or its stockholders) that the
indemnitee has not met such applicable standard of conduct, shall create a
presumption that the indemnitee has not met the applicable standard of conduct
or, in the case of such a suit brought by indemnitee, be a defense to such suit.
In any suit brought by the indemnitee to enforce a right hereunder, or by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the burden of proving that the indemnitee is not entitled to be
indemnified or to such advancement of expenses under this Article V or otherwise
shall be on the Corporation.
Section 5.3. NONEXCLUSIVITY OF RIGHTS. The rights of indemnification and
to the advancement of expenses conferred in this Article V shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, provision of the Restated Certificate of Incorporation,
bylaw, contract, agreement, vote of stockholders or disinterested directors or
otherwise.
Section 5.4. INSURANCE. The Corporation may maintain insurance, at its
expense, to protect itself and any indemnitee against any expense, liability or
loss, whether or not the Corporation would have the power to indemnify such
person against such expense, liability or loss under the General Corporation Law
of the State of Delaware.
Section 5.5. INDEMNIFICATION OF AGENTS OF THE CORPORATION. The
Corporation may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification
5
<PAGE>
and to the advancement of expenses to any employee or agent of the Corporation
to the fullest extent of the provisions of this Article V or as otherwise
permitted under the General Corporation Law of the State of Delaware with
respect to the indemnification and advancement of expenses of directors and
officers of the Corporation.
Section 5.6. Indemnification Contracts. The Board of Directors is
authorized to enter into a contract with any director, officer, employee or
agent of the Corporation or any person serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, including employee benefit plans,
providing for indemnification rights equivalent to or, if the Board of Directors
so determines, greater than those provided for in this Article V.
Section 5.7. Effect of Amendment. Any amendment, repeal or modification
of any provision of this Article V by the stockholders or the directors of the
Corporation shall not adversely affect any right to protection of a director or
officer of the Corporation existing at the time of such amendment, repeal or
modification."
Section 102(b)(7) of the Delaware General Corporation Law, as amended,
provides with regard to the limitation of liability of directors and officers as
follows:
"(b) In addition to the matters required to be set forth in the
certificate of incorporation by subsection (a) of this section, the
certificate of incorporation may also contain any or all of the following
matters:
* * * *
(7) A provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, provided that such provision shall
not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under section 174 of this
Title, or (iv) for any transaction from which the director derived an
improper personal benefit. No such provision shall eliminate or limit the
liability of a director for any act or omission occurring prior to the date
when such provision becomes effective. All references in this paragraph to
a director shall also be deemed to refer (x) to a member of the governing
body of a corporation which is not authorized to issue capital stock, and
(y) to such other persons, if any, who, pursuant to a provision of the
certificate of incorporation in accordance with subsection (a) of (S) 141
of this title, exercise or perform any of the powers or duties otherwise
conferred or imposed upon the board of directors by this title."
Article VIII of the Registrant's Amended and Restated Certificate of
Incorporation provides with regard to limitation of liability of directors and
officers as follows:
6
<PAGE>
"ARTICLE VIII
Section 1. A director shall not be personally liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that this provision shall not eliminate or limit the
liability of the director (a) for any breach of his duty of loyalty to the
Corporation or its stockholders, (b) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (c) under
Section 174 of the General Corporation Law of the State of Delaware or (d) for
any transaction from which the director derives an improper personal benefit. If
the General Corporation Law of the State of Delaware is amended after the filing
of this Restated Certificate of Incorporation to authorize corporate action
further eliminating or limiting the personal liability of directors, then the
liability of a director of the Corporation shall be eliminated or limited to the
fullest extent permitted by the General Corporation Law of the State of
Delaware, as so amended.
Section 2. Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director or the Corporation existing at the time of such repeal
or modification."
The Registrant maintains a director and officer insurance policy which
insures the directors and officers of the Registrant against damages, judgments,
settlements and costs incurred by reason of certain wrongful acts committed by
such persons in their capacities as directors and officers.
ITEM 7. Exemption from Registration Claimed.
Not Applicable
ITEM 8. Exhibits.
The following is a complete list of exhibits filed as part of this
Registration Statement. Exhibit numbers correspond to the numbers in the Exhibit
Table of Item 601 of Regulation S-K.
Exhibit
Number Description
- ------- ----------------------
4(a) Amended and Restated Certificate of Incorporation of the Registrant
(incorporated by reference to the Registrant's Form 10-K for the
fiscal year ended December 31, 1995 (Commission File No. 0-27688)
4(b) Amended and Restated Bylaws of the Registrant (incorporated by
reference to the Registrant's Form 10-K for the fiscal year ended
December 31, 1995 (Commission File No. 0-27688)
4(c) Form of Certificate of the Registrant's Common Stock, par value $0.01
per share (incorporated by reference to Amendment No. 3 to the
Registrant's Registration
7
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Statement on Form S-1 (Commission File No. 33-92992) filed with the
Commission on October 11, 1995)
4(d) Guarantee Life Insurance Company Incentive Compensation Plan
4(e) Form of the Stock and Restricted Stock Award Agreement under the
Guarantee Life Insurance Company Incentive Compensation Plan
5 Opinion and Consent of Richard A. Spellman
23(a) Consent of Richard A. Spellman is contained in his opinion filed as
Exhibit 5
23(b) Consent of KPMG Peat Marwick LLP
24 Powers of Attorney
ITEM 9. Undertakings
The undersigned Registrant hereby undertakes:
(a)(l) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change
to such information in the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933 (the "Act"), 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; and
(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) That, for purposes of determining any liability under the Act,
each filing of the Registrant's annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in this 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) That, insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling persons of the
Registrant as described in Item 6 hereof 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
8
<PAGE>
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.
9
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Omaha, State of Nebraska, on February 27, 1997.
THE GUARANTEE LIFE
COMPANIES INC.
By /s/ Richard A. Spellman
-----------------------
Richard A. Spellman,
Senior Vice President
10
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities as of February 27, 1997.
<TABLE>
<CAPTION>
Signature Title
- --------------------------- -------------------------------
<S> <C>
/s/ Robert D. Bates* Chairman of the Board,
- --------------------------- Director, President and Chief
Robert D. Bates Executive Officer
(Principal Executive Officer)
/s/ William L. Bauhard Senior Vice President and
- --------------------------- Chief Financial Officer
William L. Bauhard (Principal Financial Officer)
/s/ John E. Burch Vice President and Controller
- ---------------------------
John E. Burch
/s/ Frederick M. Bekins* Director
- ---------------------------
Frederick M. Bekins
/s/ Clyde R. Bell* Director
- ---------------------------
Clyde R. Bell
/s/ John R. Cochran* Director
- ---------------------------
John R. Cochran
/s/ Eugene A. Conley* Director
- ---------------------------
Eugene A. Conley
/s/ Theodore C. Cooley* Director
- ---------------------------
Theodore C. Cooley
/s/ Thomas T. Hacking* Director
- ---------------------------
Thomas T. Hacking
/s/ James M. McClymond* Director
- ---------------------------
James M. McClymond
/s/ Bernard W. Reznicek* Director
- ---------------------------
Bernard W. Reznicek
/s/ Adrian J. Scribante* Director
- ---------------------------
Adrian J. Scribante
</TABLE>
11
<PAGE>
/s/ Janice D. Stoney* Director
- ---------------------------
Janice D. Stoney
/s/ William F. Welsh, II* Director
- ---------------------------
William F. Welsh, II
/s/ Richard A. Spellman
-----------------------
* By Richard A. Spellman, Richard A. Spellman as attorney in fact for
as attorney in fact the individuals as indicated.
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
<S> <C>
4(a) Amended and Restated Certificate of Incorporation of the Registrant
(incorporated by reference to the Registrant's Form 10-K for the
fiscal year ended December 31, 1995 (Commission File No. 0-27688)
4(b) Amended and Restated Bylaws of the Registrant (incorporated by
reference to the Registrant's Form 10-K for the fiscal year ended
December 31, 1995 (Commission File No. 0-27688)
4(c) Form of Certificate of the Registrant's Common Stock, par value $0.01
per share (incorporated by reference to Amendment No. 3 to the
Registrant's Registration Statement on Form S-1 (Commission File No.
33-92992) filed with the Commission on October 11, 1995)
4(d) Guarantee Life Insurance Company Incentive Compensation Plan
4(e) Form of the Stock and Restricted Stock Award Agreement under the
Guarantee Life Insurance Company Incentive Compensation Plan
5 Opinion and Consent of Richard A. Spellman
23(a) Consent of Richard A. Spellman is contained in his opinion filed as
Exhibit 5
23(b) Consent of KPMG Peat Marwick LLP
24 Powers of Attorney
</TABLE>
<PAGE> Exhibit 4(d)
GUARANTEE LIFE INSURANCE COMPANY
INCENTIVE COMPENSATION PLAN
(As amended and restated effective December 1, 1996)
Plan Purpose The purpose of Guarantee Life Insurance Company's (the
- ------------ "Company") incentive compensation plan (the "Plan") is
to reward superior performance with a variable component
of pay. This variable component can only be earned if
predetermined performance criteria are met.
Financial and other performance criteria will be
established for the Company. Individuals whose efforts
impact the attainment of these criteria will have a
portion of their compensation tied to appropriate
financial and nonfinancial criteria.
Eligibility and Eligibility in this Plan is to be restricted to those
Participation executives who are key to the Company's success.
- ------------- Initially, this group will consist of selected vice
presidents, senior vice presidents, executive vice
presidents and the President and Chief Executive
Officer. Participation may be extended in the future,
at the discretion of the President and CEO.
The President and CEO will nominate participants to be
approved by the Compensation Committee of the Board of
Directors (the "Committee"). Participation will be
reevaluated and determined on an annual basis.
Target Incentive Award Each participant will be assigned threshold, par and max
- ---------------------- incentive award targets based on achieved performance.
These incentive award targets are expressed as a
percentage of the participant's base salary. These
targets and percentages are subject to change each year
in which the participant is eligible for participation
in the Plan.
Threshold Performance The Company will establish each year a minimum level of
- --------------------- earnings which must be attained before any payouts are
made. In addition, ratings satisfactory to the Board of
Directors must be maintained for payouts to be made.
Award Determination Based on performance achieved during the year, an
- ------------------- individual's award payout will be a function of
performance against preestablished objectives, as
illustrated below.
1
<PAGE>
Performance Achieved Payout as a % of Target Award
--------------------- ------------------------------
Threshold xx%
Par xx%
Max xx%
Performance The apportionment of the award opportunity among the
Measurement performance factors (corporate performance, division
performance, etc.) will be determined prior to the
beginning of each year.
Discretionary Judgment The President and CEO may recommend an adjustment of
up to +/- 20% in an individual's payout to reflect
individual performance and performance criteria not
included in the primary performance objectives.
Discretionary adjustments must be approved by the
Board of Directors.
Form and Timing of Payments to participants below senior vice president
Payments will be made in cash as soon as practicable after
award amounts are approved at the February Board of
Directors meeting.
Payments to senior vice presidents and above will be
made in a combination of cash and shares of common
stock of The Guarantee Life Companies Inc. (the
"Shares"), with 10% of bonus payments in Shares and an
opportunity to elect to participate in a Bonus Stock
Program under which up to an additional 50% of bonus
payments are made in Shares, with grants of Matching
Shares according to the following schedule:
Additional Matching Shares
Percentage of Bonus Payment (Restricted)
Paid in Shares (% of Additional Bonus
(No Restrictions) Paid in Shares)
10% 10%
(greater or equal) 20% 15%
(greater or equal) 35% 20%
50% 25%
Participation in the Bonus Stock Program shall be
evidenced by Bonus Stock Program Election Agreements
and Stock and Restricted Stock Award Agreements that
specify the percentages of Bonus Payments to be paid
in Shares, any Matching Shares, restrictions and
vesting schedule for any Matching Shares, and such
restrictions and other provisions as the Company shall
determine.
2
<PAGE>
The Bonus Stock Program will terminate December 31,
1999.
An opportunity for voluntary deferral of all or some
part of the award will be provided through the Company's
Deferred Compensation Plan.
Impact on Benefits Inclusion of incentive compensation in computing the
- ------------------ various employee benefits is controlled by the
respective Plan documents.
Change of Position In the event that a participant changes positions during
- ------------------ the Plan year, whether due to promotion, demotion, or
lateral move, awards will be prorated for the year based
on the time in each position.
Newly Hired Employees An employee hired into an eligible position during the
- ---------------------- first six months of the year may participate in the Plan
for the balance of the year on a pro rata basis.
Employees hired during the last six months of the year
may participate only with special approval of the
President and CEO.
Termination of In the event a participant voluntarily terminates
Employment employment or is terminated involuntarily or for cause
- ---------- before the end of the Plan year, any award will be
forfeited.
Withholding The Company shall withhold from award payments any
- ----------- federal, state or local taxes required to be withheld.
Governance The Committee will be responsible for the administration
- ---------- and governance of the Plan. Actions requiring Committee
and the Board of Directors approval include final
determination of Plan eligibility and participation,
identification of performance goals and final award
determination. The decision of the Committee and the
Board of Directors shall be conclusive and binding on
all participants.
Amendment, The Company, by action of the Board of Directors,
Modifications, or reserves the right to amend, modify, or terminate the
Termination of the Plan at any time.
Plan
- ------------------
Employment Nothing in this Plan shall interfere with or limit in
- ---------- any way the Company's right to terminate a participant's
employment at any time.
3
<PAGE>
EXHIBIT 4(e)
DRAFT
STOCK AND RESTRICTED STOCK AWARD AGREEMENT
------------------------------------------
This STOCK AND RESTRICTED STOCK AWARD AGREEMENT (the "Agreement"),
dated as of ___________, 1997, is between THE GUARANTEE LIFE COMPANIES INC., a
Delaware corporation (the "Company"), and _______________.
Shares of the Company's common stock, par value $0.01 per share (the
"Shares"), evidenced by this Agreement are granted to you by the Compensation
Committee of the Board of Directors of the Company (the "Committee"), pursuant
to the Guarantee Life Insurance Company Bonus Stock Program.
1. Grant of Elective Shares
This Agreement confirms that you elected to receive a portion of the
bonus award that otherwise would have been payable to you in cash under the
Guarantee Life Insurance Company Incentive Compensation Plan for your 1996
services in the form of Shares, and have been awarded ______ Shares (the
"Elective Shares") in respect of such election, based on the closing price of a
Share on February 27, 1997 (the "Grant Date"). Your rights in respect of your
Elective Shares shall be fully vested and nonforfeitable at all times.
2. Grant of Matching Shares
In addition to the Elective Shares described in Section 1, you have
also been awarded ______ additional Shares (the "Matching Shares") under the
Bonus Stock Program, subject to the terms and conditions set forth below.
3. Vesting of Matching Shares
(a) Normal Vesting Date. Except as otherwise provided below, your
rights in respect of your Matching Shares shall vest on the third anniversary of
the date of grant (the "Normal Vesting Date").
(b) Termination of Employment. Except as otherwise provided below,
if your employment with the Company and each of its subsidiaries terminates
prior to the Normal Vesting Date due to your (i) death, (ii) long-term
disability (as determined in accordance with the Guarantee Life Insurance
Company's generally applicable policies and procedures), or (iii) retirement at
or after age 60, your Matching Shares shall become fully vested and
nonforfeitable as of the date of your termination of employment. Any Matching
Shares which have not become vested on or before the date your employment with
the Company and each of its subsidiaries terminates for any reason other than
those described in the immediately preceding sentence shall be forfeited without
any payment therefor.
1
<PAGE>
DRAFT
(c) Forfeiture Due to Sale of Stock. Notwithstanding anything
contained herein to the contrary, your unvested Matching Shares will be
forfeited without any payment therefor if, prior to the Normal Vesting Date or
any earlier vesting date applicable under this Agreement, you sell or otherwise
dispose of any Shares you own (including, without limitation, your Elective
Shares and any Shares held for your benefit under any employee benefit plan of
the Company or any subsidiary) other than (i) with the approval of the Chief
Executive Officer and the Committee, but only to the extent they determine such
sale to be necessary to meet a financial hardship or (ii) by gift to a member of
your immediate family (or a trust or other entity for the benefit of yourself
and your immediate family members), so long as such family member, trust or
other entity does not sell any Shares after the date of such gift and prior to
the Normal Vesting Date or any earlier vesting date applicable under this
Agreement.
4. Acceleration Event
Notwithstanding anything in Section 3 hereof to the contrary, upon the
occurrence of a Change in Control (as defined in the Company's Executive
Severance Plan), your Matching Shares shall be fully vested.
5. Restrictions on Shares
You agree not to sell, exchange, transfer, pledge, hypothecate or
otherwise dispose of any Matching Shares (or any new, additional or different
Shares received pursuant to Section 6 hereof) prior to vesting pursuant to
Sections 3 or 4 of this Agreement; provided that nothing in this Agreement shall
preclude you from transferring any of the Matching Shares to any member of your
immediate family, to a trust all the beneficiaries of which are you and/or
members of your immediate family or to a partnership all the partners of which
are you and/or members of your immediate family (the "Permitted Assigns"), so
long as, in each case, the transferee acknowledges in writing that the
restrictions set forth in this Agreement shall continue to apply to such Shares
in accordance with the terms hereof. The foregoing restriction shall be in
addition to any restriction on your ability to sell, exchange, transfer, pledge,
hypothecate or otherwise dispose of any Shares under the federal or any state
securities laws. Any attempt by you to sell, transfer, pledge, assign or
otherwise dispose of the Matching Shares to any person other than a Permitted
Assign shall constitute an immediate forfeiture of such Matching Shares.
Each certificate representing Shares of Matching Stock granted pursuant to the
Plan shall bear the following legend: The sale of other transfer of the Shares
of stock represented by this certificate, whether voluntary, involuntary, or by
operation of law, is subject to certain restrictions on transfer as set forth in
the Guarantee Life Insurance Company Incentive Compensation Plan, and in a Stock
and Restricted Stock Agreement dated as of [ ]. A copy of the Plan
and such Stock and Restricted Stock Agreement may be obtained from the Secretary
of The Guarantee Life Companies Inc.
2
<PAGE>
DRAFT
6. Conversions and Property Distributions
In the event your Matching Shares are exchanged for or converted into
securities other than Shares or in the event that any distribution is made with
respect to such Matching Shares either in Shares or in other property or by way
of an extraordinary cash dividend, the securities or other property or cash that
are otherwise payable in respect of your Matching Shares shall be subject to the
same restrictions as apply to such Matching Shares.
7. Interpretation, etc.
This Agreement shall be administered by the Committee. All
determinations by the Committee as to any matter, including matters of
interpretation of this Agreement, shall be conclusive and binding upon you and
the Company.
8. Withholding
The Company shall have the right to deduct any taxes required by law
to be withheld in respect of the Shares issuable to you in accordance with the
terms of this Agreement. No Shares shall be issued unless and until
arrangements satisfactory to the Committee have been made to satisfy any
applicable withholding tax obligations.
9. No Right of Employment
Nothing in this Agreement and no action by the Company, the Board or
the Committee in establishing or administering this Agreement shall be construed
as giving you the right to be retained in the employ of the Company or any of
its subsidiaries.
10. Notices
You shall be responsible for furnishing the Committee with the current
and proper address for the mailing of notices and delivery of agreements, Shares
and cash pursuant to this Agreement. Any notices required or permitted to be
given shall be in writing and deemed given if directed to the person to whom
addressed at such address and mailed by regular United States mail, first-class
and prepaid. If any item mailed to such address is returned as undeliverable to
the addressee, mailing will be suspended until you furnish the proper address.
Notice may also be given by telegram, telex or cable. Notice shall be effective
upon receipt. This provision shall not be construed as requiring the mailing of
any notice or notification if such notice is not required under the terms of
this Agreement or any applicable law. Notice to the Committee shall be given as
follows:
3
<PAGE>
DRAFT
The Guarantee Life Companies Inc.
Guarantee Centre
8801 Indian Hills Drive
Omaha, Nebraska 68114
Attn: Human Resources Department
11. Entire Agreement
This Agreement embodies the entire agreement and understanding between
the Company and you with respect to the subject matter hereof and may not be
changed, modified or terminated orally, but only by a written instrument
executed by the Company and you.
12. Amendments
The Committee shall have the right, from time to time, to amend this
Agreement provided that no such amendment shall impair your rights under this
Agreement without your consent. The Company shall give written notice to you of
any such alteration or amendment of this Agreement as promptly as practicable
after the adoption thereof. This Agreement may also be amended in a written
document signed by both you and the Company.
13. Governing Law
This Agreement shall be construed and enforced in accordance with, and
governed by, the laws of the State of Delaware, without regard to its choice of
law provisions.
14. Severability of Provisions
If any provision of this Agreement shall be held invalid or
unenforceable, such invalidity or unenforceability shall not affect any other
provisions hereof, and this Agreement shall be construed and enforced as if such
provisions had not been included.
15. Headings and Captions
The headings and captions herein are provided for reference and
convenience only, shall not be considered part of this Agreement and shall not
be employed in the construction of this Agreement.
4
<PAGE>
DRAFT
IN WITNESS WHEREOF, the Company and you have duly executed this
Agreement.
THE GUARANTEE LIFE COMPANIES INC.
By: __________________________________
__________________________________
EXECUTIVE Its: ___________________________________
5
<PAGE>
[LETTERHEAD OF THE GUARANTEE LIFE COMPANIES INC.]
EXHIBIT 5
February 27, 1997
Board of Directors
The Guarantee Life Companies Inc.
Guarantee Centre
8801 Indian Hills Drive
Omaha, NE 68114
Ladies and Gentlemen:
I have acted as counsel to The Guarantee Life Companies Inc. (the "Company") in
connection with the filing of the Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act"). The Registration Statement relates to the 32,000 shares of the
Company's common stock, par value $0.01 per share (the "Common Stock"), issuable
pursuant to the Guarantee Life Insurance Company Incentive Compensation Plan
(the "Plan"). In rendering the opinion expressed below, I have reviewed such
matters, documents and law as I have deemed necessary for purposes of this
opinion. Based on and subject to the foregoing, it is my opinion that the
shares of Common Stock, when issued and paid for in accordance with the terms of
the Plan, will be legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving this consent, I do not thereby admit that I come within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ Richard A. Spellman
Richard A. Spellman
<PAGE>
Exhibit 23(b)
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
The Guarantee Life Insurance Companies Inc.:
We consent to incorporation by reference in the registration statement on Form
S-8 (No. 33-xxxxx) of The Guarantee Life Insurance Companies Inc. and
subsidiaries (Guarantee Life) of our reports dated February 12, 1996, related to
the consolidated balance sheets of Guarantee Life as of December 31, 1995 and
1994 and the related consolidated statements of income, shareholders' equity and
cash flows and related schedules for the years ended December 31, 1995, 1994 and
1993, which reports appear in the December 31, 1995 annual report on the Form
10-K of Guarantee Life.
Our report refers to Guarantee Life's adoption of Statement of Financial
Accounting Standards No. 115, Accounting for Certain Investments in Debt and
Equity Securities, in 1994.
Omaha, Nebraska KPMG Peat Marwick LLP
February 26, 1997
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a director, officer or
both, of The Guarantee Life Companies Inc., a Delaware corporation (the
"Company"), hereby appoints each of Robert D. Bates, Richard A. Spellman and
Paul D. Ochsner as my true and lawful attorney-in-fact to act for me and in my
name and on my behalf, individually and as an officer or director or both, of
the Company, to sign a Registration Statements on Forms S-1 or S-3 and S-8 under
the Securities Act of 1933, as amended, and any amendment (including any post-
effective amendments) and supplements thereto with respect to the registration
of shares of the Company and to file the same, with all exhibits and any other
documents in connection therewith, with the Securities and Exchange Commission
and generally to do and perform all things necessary to be done in connection
with the foregoing as fully in all respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 8th day of August,
1996.
/s/ Robert D. Bates
_____________________________
Robert D. Bates
STATE OF NEBRASKA )
) SS.
COUNTY OF DOUGLAS )
The undersigned, being a notary public for and in the above county and
state do hereby state that before me appeared Robert D. Bates, being personally
known to be, who, being first duly sworn, did acknowledge that the foregoing
power of attorney was executed by him or her and that such execution was his or
her free act and deed.
/s/ Jeanine E. Almond
______________________________
My Commission Expires:
4/21/99
____________________ (SEAL)
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a director, officer or
both, of The Guarantee Life Companies Inc., a Delaware corporation (the
"Company"), hereby appoints each of Robert D. Bates, Richard A. Spellman and
Paul D. Ochsner as my true and lawful attorney-in-fact to act for me and in my
name and on my behalf, individually and as an officer or director or both, of
the Company, to sign a Registration Statements on Forms S-1 or S-3 and S-8 under
the Securities Act of 1933, as amended, and any amendment (including any post-
effective amendments) and supplements thereto with respect to the registration
of shares of the Company and to file the same, with all exhibits and any other
documents in connection therewith, with the Securities and Exchange Commission
and generally to do and perform all things necessary to be done in connection
with the foregoing as fully in all respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 7th day of August,
1996.
/s/ Frederick M. Bekins
_____________________________
Frederick M. Bekins
STATE OF NEBRASKA )
) SS.
COUNTY OF DOUGLAS )
The undersigned, being a notary public for and in the above county and
state do hereby state that before me appeared Frederick M. Bekins, being
personally known to be, who, being first duly sworn, did acknowledge that the
foregoing power of attorney was executed by him or her and that such execution
was his or her free act and deed.
/s/ Jeanine E. Almond
______________________________
My Commission Expires:
4/21/99
____________________ (SEAL)
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a director, officer or
both, of The Guarantee Life Companies Inc., a Delaware corporation (the
"Company"), hereby appoints each of Robert D. Bates, Richard A. Spellman and
Paul D. Ochsner as my true and lawful attorney-in-fact to act for me and in my
name and on my behalf, individually and as an officer or director or both, of
the Company, to sign a Registration Statements on Forms S-1 or S-3 and S-8 under
the Securities Act of 1933, as amended, and any amendment (including any post-
effective amendments) and supplements thereto with respect to the registration
of shares of the Company and to file the same, with all exhibits and any other
documents in connection therewith, with the Securities and Exchange Commission
and generally to do and perform all things necessary to be done in connection
with the foregoing as fully in all respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 7th day of August,
1996.
/s/ C. R. "Bob" Bell
_____________________________
C. R. "Bob" Bell
STATE OF NEBRASKA )
) SS.
COUNTY OF DOUGLAS )
The undersigned, being a notary public for and in the above county and
state do hereby state that before me appeared C. R. "Bob" Bell, being personally
known to be, who, being first duly sworn, did acknowledge that the foregoing
power of attorney was executed by him or her and that such execution was his or
her free act and deed.
/s/ Jeanine E. Almond
______________________________
My Commission Expires:
4/21/99
____________________ (SEAL)
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a director, officer or
both, of The Guarantee Life Companies Inc., a Delaware corporation (the
"Company"), hereby appoints each of Robert D. Bates, Richard A. Spellman and
Paul D. Ochsner as my true and lawful attorney-in-fact to act for me and in my
name and on my behalf, individually and as an officer or director or both, of
the Company, to sign a Registration Statements on Forms S-1 or S-3 and S-8 under
the Securities Act of 1933, as amended, and any amendment (including any post-
effective amendments) and supplements thereto with respect to the registration
of shares of the Company and to file the same, with all exhibits and any other
documents in connection therewith, with the Securities and Exchange Commission
and generally to do and perform all things necessary to be done in connection
with the foregoing as fully in all respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 8th day of August,
1996.
/s/ John R. Cochran
_____________________________
John R. Cochran
STATE OF NEBRASKA )
) SS.
COUNTY OF DOUGLAS )
The undersigned, being a notary public for and in the above county and
state do hereby state that before me appeared John R. Cochran, being personally
known to be, who, being first duly sworn, did acknowledge that the foregoing
power of attorney was executed by him or her and that such execution was his or
her free act and deed.
/s/ Jeanine E. Almond
______________________________
My Commission Expires:
4/21/99
____________________ (SEAL)
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a director, officer or
both, of The Guarantee Life Companies Inc., a Delaware corporation (the
"Company"), hereby appoints each of Robert D. Bates, Richard A. Spellman and
Paul D. Ochsner as my true and lawful attorney-in-fact to act for me and in my
name and on my behalf, individually and as an officer or director or both, of
the Company, to sign a Registration Statements on Forms S-1 or S-3 and S-8 under
the Securities Act of 1933, as amended, and any amendment (including any post-
effective amendments) and supplements thereto with respect to the registration
of shares of the Company and to file the same, with all exhibits and any other
documents in connection therewith, with the Securities and Exchange Commission
and generally to do and perform all things necessary to be done in connection
with the foregoing as fully in all respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 8th day of August,
1996.
/s/ Eugene A. Conley
_____________________________
Eugene A. Conley
STATE OF NEBRASKA )
) SS.
COUNTY OF DOUGLAS )
The undersigned, being a notary public for and in the above county and
state do hereby state that before me appeared Eugene A. Conley, being personally
known to be, who, being first duly sworn, did acknowledge that the foregoing
power of attorney was executed by him or her and that such execution was his or
her free act and deed.
/s/ Jeanine E. Almond
_____________________
My Commission Expires:
4/21/99
- --------------------- (SEAL)
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a director, officer or
both, of The Guarantee Life Companies Inc., a Delaware corporation (the
"Company"), hereby appoints each of Robert D. Bates, Richard A. Spellman and
Paul D. Ochsner as my true and lawful attorney-in-fact to act for me and in my
name and on my behalf, individually and as an officer or director or both, of
the Company, to sign a Registration Statements on Forms S-1 or S-3 and S-8 under
the Securities Act of 1933, as amended, and any amendment (including any post-
effective amendments) and supplements thereto with respect to the registration
of shares of the Company and to file the same, with all exhibits and any other
documents in connection therewith, with the Securities and Exchange Commission
and generally to do and perform all things necessary to be done in connection
with the foregoing as fully in all respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 9th day of August,
1996.
/s/ Theodore C. Cooley
_____________________________
Theodore C. Cooley
STATE OF NEBRASKA)
) SS.
COUNTY OF DOUGLAS)
The undersigned, being a notary public for and in the above county and
state do hereby state that before me appeared Theodore C. Cooley, being
personally known to be, who, being first duly sworn, did acknowledge that the
foregoing power of attorney was executed by him or her and that such execution
was his or her free act and deed.
/s/ Jeanine E. Almond
_____________________
My Commission Expires:
4/21/99
- --------------------- (SEAL)
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a director, officer or
both, of The Guarantee Life Companies Inc., a Delaware corporation (the
"Company"), hereby appoints each of Robert D. Bates, Richard A. Spellman and
Paul D. Ochsner as my true and lawful attorney-in-fact to act for me and in my
name and on my behalf, individually and as an officer or director or both, of
the Company, to sign a Registration Statements on Forms S-1 or S-3 and S-8 under
the Securities Act of 1933, as amended, and any amendment (including any post-
effective amendments) and supplements thereto with respect to the registration
of shares of the Company and to file the same, with all exhibits and any other
documents in connection therewith, with the Securities and Exchange Commission
and generally to do and perform all things necessary to be done in connection
with the foregoing as fully in all respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 7th day of August,
1996.
/s/ Thomas T. Hacking
_____________________
Thomas T. Hacking
STATE OF NEBRASKA)
) SS.
COUNTY OF DOUGLAS)
The undersigned, being a notary public for and in the above county and
state do hereby state that before me appeared Thomas T. Hacking, being
personally known to be, who, being first duly sworn, did acknowledge that the
foregoing power of attorney was executed by him or her and that such execution
was his or her free act and deed.
/s/ Jeanine E. Almond
_____________________
My Commission Expires:
4/21/99
- --------------------- (SEAL)
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a director, officer or
both, of The Guarantee Life Companies Inc., a Delaware corporation (the
"Company"), hereby appoints each of Robert D. Bates, Richard A. Spellman and
Paul D. Ochsner as my true and lawful attorney-in-fact to act for me and in my
name and on my behalf, individually and as an officer or director or both, of
the Company, to sign a Registration Statements on Forms S-1 or S-3 and S-8 under
the Securities Act of 1933, as amended, and any amendment (including any post-
effective amendments) and supplements thereto with respect to the registration
of shares of the Company and to file the same, with all exhibits and any other
documents in connection therewith, with the Securities and Exchange Commission
and generally to do and perform all things necessary to be done in connection
with the foregoing as fully in all respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 8th day of August,
1996.
/s/ James M. McClymond
_____________________________
James M. McClymond
STATE OF NEBRASKA)
) SS.
COUNTY OF DOUGLAS)
The undersigned, being a notary public for and in the above county and
state do hereby state that before me appeared James M. McClymond, being
personally known to be, who, being first duly sworn, did acknowledge that the
foregoing power of attorney was executed by him or her and that such execution
was his or her free act and deed.
/s/ Jeanine E. Almond
_____________________
My Commission Expires:
4/21/99
- --------------------- (SEAL)
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a director, officer or
both, of The Guarantee Life Companies Inc., a Delaware corporation (the
"Company"), hereby appoints each of Robert D. Bates, Richard A. Spellman and
Paul D. Ochsner as my true and lawful attorney-in-fact to act for me and in my
name and on my behalf, individually and as an officer or director or both, of
the Company, to sign a Registration Statements on Forms S-1 or S-3 and S-8 under
the Securities Act of 1933, as amended, and any amendment (including any post-
effective amendments) and supplements thereto with respect to the registration
of shares of the Company and to file the same, with all exhibits and any other
documents in connection therewith, with the Securities and Exchange Commission
and generally to do and perform all things necessary to be done in connection
with the foregoing as fully in all respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 7th day of August,
1996.
/s/ Bernard W. Reznicek
_____________________________
Bernard W. Reznicek
STATE OF NEBRASKA)
) SS.
COUNTY OF DOUGLAS)
The undersigned, being a notary public for and in the above county and
state do hereby state that before me appeared Bernard W. Reznicek, being
personally known to be, who, being first duly sworn, did acknowledge that the
foregoing power of attorney was executed by him or her and that such execution
was his or her free act and deed.
/s/ Jeanine E. Almond
_____________________
My Commission Expires:
4/21/99
- --------------------- (SEAL)
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a director, officer or
both, of The Guarantee Life Companies Inc., a Delaware corporation (the
"Company"), hereby appoints each of Robert D. Bates, Richard A. Spellman and
Paul D. Ochsner as my true and lawful attorney-in-fact to act for me and in my
name and on my behalf, individually and as an officer or director or both, of
the Company, to sign a Registration Statements on Forms S-1 or S-3 and S-8 under
the Securities Act of 1933, as amended, and any amendment (including any post-
effective amendments) and supplements thereto with respect to the registration
of shares of the Company and to file the same, with all exhibits and any other
documents in connection therewith, with the Securities and Exchange Commission
and generally to do and perform all things necessary to be done in connection
with the foregoing as fully in all respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 8th day of August,
1996.
/s/ A. J. Scribante
_____________________________
A. J. Scribante
STATE OF NEBRASKA)
) SS.
COUNTY OF DOUGLAS)
The undersigned, being a notary public for and in the above county and
state do hereby state that before me appeared A. J. Scribante, being personally
known to be, who, being first duly sworn, did acknowledge that the foregoing
power of attorney was executed by him or her and that such execution was his or
her free act and deed.
/s/ Jeanine E. Almond
_____________________
My Commission Expires:
4/21/99
- --------------------- (SEAL)
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a director, officer or
both, of The Guarantee Life Companies Inc., a Delaware corporation (the
"Company"), hereby appoints each of Robert D. Bates, Richard A. Spellman and
Paul D. Ochsner as my true and lawful attorney-in-fact to act for me and in my
name and on my behalf, individually and as an officer or director or both, of
the Company, to sign a Registration Statements on Forms S-1 or S-3 and S-8 under
the Securities Act of 1933, as amended, and any amendment (including any post-
effective amendments) and supplements thereto with respect to the registration
of shares of the Company and to file the same, with all exhibits and any other
documents in connection therewith, with the Securities and Exchange Commission
and generally to do and perform all things necessary to be done in connection
with the foregoing as fully in all respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 8th day of August,
1996.
/s/ Janice D. Stoney
_____________________________
Janice D. Stoney
STATE OF NEBRASKA)
) SS.
COUNTY OF DOUGLAS)
The undersigned, being a notary public for and in the above county and
state do hereby state that before me appeared Janice D. Stoney, being personally
known to be, who, being first duly sworn, did acknowledge that the foregoing
power of attorney was executed by him or her and that such execution was his or
her free act and deed.
/s/ Jeanine E. Almond
_____________________
My Commission Expires:
4/21/99
- --------------------- (SEAL)
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a director, officer or
both, of The Guarantee Life Companies Inc., a Delaware corporation (the
"Company"), hereby appoints each of Robert D. Bates, Richard A. Spellman and
Paul D. Ochsner as my true and lawful attorney-in-fact to act for me and in my
name and on my behalf, individually and as an officer or director or both, of
the Company, to sign a Registration Statements on Forms S-1 or S-3 and S-8 under
the Securities Act of 1933, as amended, and any amendment (including any post-
effective amendments) and supplements thereto with respect to the registration
of shares of the Company and to file the same, with all exhibits and any other
documents in connection therewith, with the Securities and Exchange Commission
and generally to do and perform all things necessary to be done in connection
with the foregoing as fully in all respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 7th day of August,
1996.
/s/ William F. Welsh II
_____________________________
William F. Welsh II
STATE OF NEBRASKA)
) SS.
COUNTY OF DOUGLAS)
The undersigned, being a notary public for and in the above county and
state do hereby state that before me appeared William F. Welsh II, being
personally known to be, who, being first duly sworn, did acknowledge that the
foregoing power of attorney was executed by him or her and that such execution
was his or her free act and deed.
/s/ Jeanine E. Almond
_____________________
My Commission Expires:
4/21/99
- --------------------- (SEAL)
