PMA CAPITAL CORPORATION FORM S-8

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BtcxS/J6v6S5ag0HiyQh6svtXiudnBfPKJH/VHLz8LE3pUjEdeI+s8ZnVKSsHNMp yvI/m3JOcJHW6tNh40B4Yg== 0000950159-04-000517.txt : 20040512 0000950159-04-000517.hdr.sgml : 20040512 20040512172211 ACCESSION NUMBER: 0000950159-04-000517 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20040512 EFFECTIVENESS DATE: 20040512 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PMA CAPITAL CORP CENTRAL INDEX KEY: 0001041665 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 232217932 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-115426 FILM NUMBER: 04800206 BUSINESS ADDRESS: STREET 1: 1735 MARKET STREET SUITE 2800 CITY: PHILADELPHIA STATE: PA ZIP: 19103-7590 BUSINESS PHONE: 2156655046 MAIL ADDRESS: STREET 1: 1735 MARKET STREET SUITE 2800 CITY: PHILADELPHIA STATE: PA ZIP: 19103-7590 FORMER COMPANY: FORMER CONFORMED NAME: PENNSYLVANIA MANUFACTURERS CORP DATE OF NAME CHANGE: 19970702 S-8 1 pma5-12s8.htm PMA CAPITAL CORPORATION FORM S-8

As Filed with the Securities and Exchange Commission on May 12, 2004.

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

PMA CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)

Pennsylvania (State of Incorporation)		23-2217932 (I.R.S. Employer Identification No.)

1735 Market Street, Suite 2800 Philadelphia, Pennsylvania (Address of Principal Executive Offices)		19103-7590 (Zip Code)

PMA Capital Corporation Directors Stock Compensation Plan
(Full title of the plan)

Charles A. Brawley, III, Esquire
Vice President and Assistant General Counsel
PMA Capital Corporation
1735 Market Street, Suite 2800
Philadelphia, Pennsylvania 19103-7590
(Name and address of agent for service)

(215) 665-5046
(Telephone number, including area code,
of agent for service)

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered ⁽¹⁾	Proposed maximum offering price per share ⁽²⁾	Proposed maximum aggregate offering price ⁽²⁾	Amount of registration fee

Class A Common Stock, par value $5.00 per share⁽³⁾	500,000 shares	$6.83	3,415,000	$432.68

______________________

(1)	In addition, this Registration Statement also registers such additional shares as may be required to be issued in the Plan listed above in the event of a stock dividend, reverse stock split, stock split, reclassification and other significant events.

(2)

Pursuant to paragraph (h) of Rule 457, the proposed maximum offering price per share and the proposed maximum aggregate offering price have been computed on the basis of $6.83 per share, the average of the high and low sales prices of the Class A Common Stock of the Company on the Nasdaq National Market on May 11, 2004.

(3)	Each share of Class A Common Stock includes a right to purchase Series A Junior Participating Preferred Stock. Prior to the occurrence of certain events, the rights will not be exercisable or evidenced separately from the Class A Common Stock.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. Incorporation of Documents By Reference.

We have filed the following documents with the Securities and Exchange Commission, or Commission, in accordance with the provisions of the Securities Exchange Act of 1934, as amended (“Exchange Act”) (File No. 000-22761), and they are incorporated herein by reference:

•	Our Annual Report on Form 10-K/A for the year ended December 31, 2003.

•	Our Current Reports on Form 8-K filed with the SEC on January 20, February 11, March 8, April 12, April 29 and May 7, 2004.

•

The description of our Class A Common Stock set forth under Item 11 of our Registration Statement on Form 10/A, Amendment No. 3, as filed with the Commission on January 6, 1998, as amended by the information set forth in Part II, Item 2 of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2000 and all other amendments and reports for the purpose of updating such description.

•	The description of our Preferred Stock Purchase Rights contained in our Registration Statement on Form 8-A dated May 5, 2000, including all amendments and reports for the purpose of updating such description.

All reports or other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document, which also is or is deemed to be incorporated herein by reference, modifies or replaces such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

ITEM 4. Description of Securities.

No answer to this item is required because the class of securities to be offered is registered under Section 12 of the Exchange Act.

ITEM 5. Interests of Named Experts and Counsel.

The validity of the securities has been passed upon by Charles A. Brawley, III, Esq., Vice President & Assistant General Counsel for the Company. On April 30, 2004, Mr. Brawley beneficially owned 9,772 shares of Class A Common Stock, including options exercisable within 60 days of such date.

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ITEM 6. Indemnification of Directors and Officers.

As permitted by the provisions for indemnification of directors and officers in the Pennsylvania Business Corporation Law or BCL, which applies to us, our Amended and Restated Bylaws provide for indemnification of directors and officers for all expenses, including without limitation attorney’s fees, judgments, fines and amounts paid in settlement actually and reasonably incurred or suffered by such person in any threatened, pending or completed action, suit or proceeding, including without limitation an action, suit or proceeding by or in the right of the company, whether civil, criminal, administrative or investigative, or through arbitration, unless the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.

The right to indemnification provided in our Amended and Restated Bylaws includes the right to have the expenses incurred by such person in defending any proceeding paid by the company in advance of the final disposition of the proceeding to the fullest extent permitted by Pennsylvania law; provided that, if Pennsylvania law continues so to require, the payment of such expenses incurred by such person in advance of the final disposition of a proceeding may be made only upon delivery to the company of an undertaking, by or on behalf of such person, to repay all amounts so advanced without interest if it is ultimately determined that such person is not entitled to be indemnified under our Amended and Restated Bylaws or otherwise. Indemnification under such provisions continues as to a person who has ceased to be a director or officer of the company and inures to the benefit of his or her heirs, executors and administrators.

Our Amended and Restated Bylaws also avail directors of the Pennsylvania law limiting directors’ liability for monetary damages for any action taken or any failure to take any action except for those cases in which they have breached or failed to perform their fiduciary duties under the BCL and such breach or failure to perform constitutes self-dealing, willful misconduct or recklessness; provided, however, that this limitation of liability for monetary damages does not apply to the responsibilities or liabilities of a director pursuant to any criminal statute, or to the liabilities of a director for payment of taxes pursuant to local, Pennsylvania or federal law.

We maintain policies of insurance under which we and our directors and officers are insured subject to specified exclusions and deductible and maximum amounts against loss arising from any claim which may be made against us or any of our directors or officers by reason of any breach of duty, neglect, error, misstatement, omission or act done or alleged to have been done while acting in our or their respective capacities.

ITEM 7. Exemption from Registration Claimed.

No answer to this item is required because no restricted securities are to be reoffered or resold pursuant to this Registration Statement.

ITEM 8. Exhibits.

Documents filed as exhibits hereto are listed in the Exhibit Index appearing on page E-1.

ITEM 9. Undertakings.

The undersigned registrant hereby undertakes:

(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

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(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the "Act");

(ii) To reflect in any prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which is registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.

Provided, however, that paragraphs (a)(i) and (a)(ii) of this Item 9 do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(b) That, for the purpose of determining any liability under 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 offer thereof; and

(c) To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.

The undersigned registrant hereby further undertakes that, for purposes of determining any liability under the Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 6 above, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf, by the undersigned, thereunto duly authorized, in the City of Philadelphia, Commonwealth of Pennsylvania, on May 12, 2004.

	PMA CAPITAL CORPORATION

	By: /s/ William E. Hitselberger
	William E. Hitselberger
	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer)

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on May 12, 2004.

Signature	Title

* Vincent T. Donnelly	President and Chief Executive Officer and a Director (Principal Executive Officer)

/s/ William E. Hitselberger William E. Hitselberger	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer)

* Peter S. Burgess	Director
* Joseph H. Foster	Director
* Thomas J. Gallen	Director
* Anne S. Genter	Director
* Richard Lutenski	Director
* James F. Malone III	Director
* John W. Miller, Jr.	Director
* Edward H. Owlett	Director
* Roderic H. Ross	Director
* L. J. Rowell, Jr.	Director
* Neal C. Schneider	Director
* Mark M. Wilcox	Director

* By: /s/ Charles A. Brawley, III Charles A. Brawley, III Attorney-in-Fact

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EXHIBIT INDEX

EXHIBIT NO.	EXHIBIT DESCRIPTION	Method of Filing
5	Opinion of Counsel as to legality of securities	Filed herewith
23.1	Consent of Counsel	Included in Exhibit 5
23.2	Consent of Deloitte & Touche LLP	Filed herewith
23.3	Consent of PricewaterhouseCoopers LLP	Filed herewith
24.1	Power of Attorney	Filed herewith
24.2	Certified Resolutions	Filed herewith

E-1

EX-5 2 ex5.htm EXHIBIT 5

Exhibit 5

[Company Logo]
Charles A. Brawley, III
Vice President-Assistant General Counsel
Tel: 215.665.5039 Fax: 215.665.5043
Internet: cbrawley@pmare.com

May 12, 2004

The Board of Directors of
PMA Capital Corporation
1735 Market Street, Suite 2800
Philadelphia, Pennsylvania 19103-7590

Re: PMA Capital Corporation Directors Stock Compensation Plan

Dear Sirs and Madam:

This opinion is being delivered in connection with the filing of a Registration Statement on Form S-8 (the “Registration Statement”) by PMA Capital Corporation (the “Company”) on or about May 12, 2004 the Securities and Exchange Commission (the “Commission”) pursuant to the requirements of the Securities Act of 1933, as amended. Pursuant to the Registration Statement, the Company is registering the offer and sale of 500,000 shares of its Class A Common Stock, par value $5.00 per share (the “Shares”), for issuance under the terms and conditions of the above-referenced plan (“Plan”).

I have acted as counsel for the Company in connection with the filing of the Registration Statement. In so acting, I have made such investigation, including the examination of originals or copies, certified or otherwise identified to my satisfaction, of such corporate documents and instruments as I have deemed relevant and necessary as a basis for the opinion hereinafter set forth. In connection therewith, I have assumed the genuineness of all signatures and the authenticity of all documents submitted to me as originals and the conformity to original documents of all documents submitted to me as certified or photostatic copies. As to questions of fact material to such opinion, I have relied upon representations of officers or representatives of the Company.

Based upon the foregoing, I am of the opinion that the Shares, when duly issued and delivered in accordance with the terms of the Plan, will be legally issued, fully paid and non-assessable.

This opinion is limited to the Business Corporation Law of the Commonwealth of Pennsylvania and the federal securities laws of the United States of America.

I hereby consent to the use of this opinion as Exhibit 5 to the Registration Statement, and I further consent to the appearance of my name in the Registration Statement under the caption “Interests of Named Experts and Counsel”.

	Very truly yours,

	/s/ Charles A. Brawley, III Charles A. Brawley, III


	Mellon Bank Center, Suite 2800 1735 Market Street Philadelphia PA 19103 - 7590

EX-23 3 ex23-2.htm EXHIBIT 23.2 EXHIBIT 23.2

Exhibit 23.2

INDEPENDENT AUDITORS’ CONSENT

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated March 10, 2004, appearing in the Annual Report on Form 10-K/A of PMA Capital Corporation for the year ended December 31, 2003.

/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Philadelphia, PA
May 12, 2004

EX-23 4 ex23-3.htm EXHIBIT 23.3 EXHIBIT 23.3

Exhibit 23.3

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 5, 2003 relating to the 2002 and 2001 consolidated financial statements of PMA Capital Corporation, which appears in the PMA Capital Corporation’s Annual Report on Form 10-K/A for the year ended December 31, 2003. We also consent to the incorporation by reference of our report dated February 5, 2003 relating to the 2002 and 2001 financial statement schedules of PMA Capital Corporation, which appears in such Annual Report on Form 10-K/A.

/s/PricewaterhouseCoopers LLP

Philadelphia, PA
May 12, 2004

EX-24 5 ex24-1.htm EXHIBIT 24.1 EXHIBIT 24.1

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of PMA Capital Corporation, a Pennsylvania corporation (“PMA”), hereby makes, designates, constitutes and appoints Robert L. Pratter, William E. Hitselberger and Charles A. Brawley, III, and each of them (with full power to act without the other), as the undersigned’s true and lawful attorneys-in-fact and agents, with full power and authority to act in any and all capacities for and in the name, place and stead of the undersigned:

(A) in connection with the filing of a registration statement on Form S-8 with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, covering securities to be issued in connection with the PMA Capital Corporation Directors’ Stock Compensation Plan and any amendments thereto, including, without limitation, post-effective amendments; and

(B) in connection with the preparation, delivery and filing of any and all registrations, amendments, qualifications or notifications under the applicable securities laws of any and all states and other jurisdictions with respect to securities of PMA, of whatever class or series, offered, sold, issued, distributed, placed or resold by PMA, any of its subsidiaries, or any other person or entity.

Such attorneys-in-fact and agents, or any of them, are also hereby granted full power and authority, on behalf of and in the name, place and stead of the undersigned, to execute and deliver all such registration statements, reports, registrations, amendments, qualifications and notifications to execute and deliver any and all such other documents, and to take further action as they, or any of them, deem appropriate. The powers and authorities granted herein to such attorneys-in-fact and agents, and each of them, also include the full right, power and authority to effect necessary or appropriate substitutions or revocations. The undersigned hereby ratifies, confirms, and adopts, as his own act and deed, all action lawfully taken by such attorneys-in-fact and agents, or any of them, or by their respective substitutes, pursuant to the powers and authorities herein granted. This Power of Attorney expires by its terms and shall be of no further force and effect on May 15, 2005.

IN WITNESS WHEREOF, the undersigned has executed this document as of the 26^th day of April 2004.

	/s/ Peter S. Burgess

	Peter S. Burgess

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director and officer of PMA Capital Corporation, a Pennsylvania corporation (“PMA”), hereby makes, designates, constitutes and appoints Robert L. Pratter, William E. Hitselberger and Charles A. Brawley, III, and each of them (with full power to act without the other), as the undersigned’s true and lawful attorneys-in-fact and agents, with full power and authority to act in any and all capacities for and in the name, place and stead of the undersigned:

IN WITNESS WHEREOF, the undersigned has executed this document as of the 24^th day of April 2004.

	/s/ Vincent T. Donnelly

	Vincent T. Donnelly

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has executed this document as of the 23^rd day of April 2004.

	/s/ Joseph H. Foster

	Joseph H. Foster

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has executed this document as of the 22^nd day of April 2004.

	/s/ Thomas J. Gallen

	Thomas J. Gallen

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has executed this document as of the 16^th day of April 2004.

	/s/ Anne S. Genter

	Anne S. Genter

POWER OF ATTORNEY

(A) in connection with the filing with the Securities and Exchange Commission pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934, both as amended, of:

(i)

PMA’s Annual Report on Form 10-K for the year ended December 31, 2003 and all amendments thereto;

(ii)

a registration statement on Form S-8 covering Class A Common stock to be registered in connection with the PMA Capital Corporation Directors’Stock Compensation Plan and any amendments thereto, including, without limitation, post-effective amendments; and

(iii)

any and all other registration statements pertaining to employee benefit plans of PMA or its subsidiaries, including, without limitation, amendments to PMA’s registration statements on Form S-8 (Registration Numbers 333-86796, 333-73240, 333-77111, 333-68855 and 333-45949); and

IN WITNESS WHEREOF, the undersigned has executed this document as of the 5^th day of February 2004.

	/s/ Richard Lutenski

	Richard Lutenski

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has executed this document as of the 22^nd day of April 2004.

	/s/ James F. Malone III

	James F. Malone III

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has executed this document as of the 28^th day of April 2004.

	/s/ John W. Miller, Jr.

	John W. Miller, Jr.

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has executed this document as of the 28^th day of April 2004.

	/s/ Edward H. Owlett

	Edward H. Owlett

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has executed this document as of the 22^nd day of April 2004.

	/s/ Roderic H. Ross

	Roderic H. Ross

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has executed this document as of the 22^nd day of April 2004.

	/s/ L. J. Rowell, Jr.

	L. J. Rowell, Jr.

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has executed this document as of the 28^th day of April 2004.

	/s/ Neal C. Schneider

	Neal C. Schneider

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has executed this document as of the 22^nd day of April 2004.

	/s/ Mark M. Wilcox

	Mark M. Wilcox

EX-24 6 ex24-2.htm EXHIBIT 24.2 Exhibit 24.2

Exhibit 24.2

CERTIFIED RESOLUTIONS

I, Charles A. Brawley, III, Vice President and Assistant General Counsel of PMA Capital Corporation, a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, hereby certify that the following resolutions were adopted at the March 10, 2004 meeting of the Board of Directors:

FURTHER RESOLVED, that the preparation and execution by the officers of the Company, in the name and on behalf of the Company and as attorneys-in-fact for each of its officers and directors, of a Registration Statement on Form S-8 (the “Registration Statement”), covering the Plan Shares available for issuance under the Plan, and the filing of the Registration Statement together with the exhibits thereto with the Securities and Exchange Commission (the “Commission”), under the Securities Act of 1933, as amended (the “Act”), are hereby approved, authorized and confirmed in all respects, with such changes therein and additions thereto as shall be approved by the officers of the Company executing the same, their approval to be evidenced conclusively by their execution thereof;

FURTHER RESOLVED, that the officers of the Company are hereby authorized and directed to prepare, execute in the name and on behalf of the Company and as attorneys-in-fact for each of its officers and directors, procure all necessary signatures to, and file with the Commission any amendments (or post-effective amendments) to the Registration Statement deemed by them necessary or advisable to effect the registration under the Act of the Shares, their approval of any such amendments (or post-effective amendment(s)) to be conclusively evidenced by their execution thereof; and the officers of the Company are hereby further authorized and directed to appear on behalf of the Company before the Commission in connection with any matter relating to the Registration Statement and any amendment(s) or post-effective amendment(s) thereto;

FURTHER RESOLVED, that the execution and delivery by the officers and directors of the Company of a power-of-attorney appointing William E. Hitselberger, Robert L. Pratter and Charles A. Brawley, III and each or either of them to be attorneys-in-fact and agents with full power of substitution and resubstitution, for each of such directors and officers and in their name, place and stead, in any and all capacities to sign the Registration Statement and any amendments to the Registration Statement, including any post-effective amendments, to file the same with the Commission and to perform all other acts necessary in connection with any matter relating to the Registration Statement and any amendments or post effective amendments thereto be, and it hereby is, approved, authorized and confirmed in all respects;

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Corporation, this 12th day of May, 2004.

(SEAL)

	/s/ Charles A. Brawley, III

	Charles A. Brawley, III

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