-----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, HUlj1Mmdd4k7NDob6oSLFyWHDmL/8D9e79X7fIppTFab54MrzW6MRWlw1KATPcB+ AymLd/tY3tIQrsWSqF070g== 0000950131-99-002577.txt : 19990429 0000950131-99-002577.hdr.sgml : 19990429 ACCESSION NUMBER: 0000950131-99-002577 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19990428 EFFECTIVENESS DATE: 19990428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WHIRLPOOL CORP /DE/ CENTRAL INDEX KEY: 0000106640 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD APPLIANCES [3630] IRS NUMBER: 381490038 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-77167 FILM NUMBER: 99602551 BUSINESS ADDRESS: STREET 1: WHIRLPOOL CNTR 2000 M 63 STREET 2: C/O CORPORATE SECRETARY CITY: BENTON HARBOR STATE: MI ZIP: 49022-2692 BUSINESS PHONE: 6169235000 MAIL ADDRESS: STREET 1: WHIRLPOOL CTR 2000 M 63 STREET 2: C/O CORPORATE SECRETARY CITY: BENTON HARBOR STATE: MI ZIP: 49022-2692 FORMER COMPANY: FORMER CONFORMED NAME: WHIRLPOOL SEEGER CORP DATE OF NAME CHANGE: 19710824 S-8 1 FORM S-8 CONFORMED COPY As filed with the Securities and Exchange Commission on __________, 1999 Registration No. 333- ________________________________________________________________________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WHIRLPOOL CORPORATION - -------------------------------------------------------------------------------- (Exact name of issuer as specified in its charter) Delaware 38-1490038 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 2000 North M-63, Benton Harbor, Michigan 49022-2962 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) WHIRLPOOL CORPORATION NONEMPLOYEE DIRECTOR STOCK OWNERSHIP PLAN - -------------------------------------------------------------------------------- (Full Title of the plan) Robert T. Kenagy, Esq., Associate General Counsel and Secretary, Whirlpool Corporation, Law Department, Mail Drop 2200, 2000 North M-63, Benton Harbor, Michigan 49022-2692 - -------------------------------------------------------------------------------- (Name and address of agent for service) 616-923-3910 - -------------------------------------------------------------------------------- (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------- Proposed Maximum Amount to be Offering Proposed Maximum Title of Securities to Registered Price Per Aggregate Offering Amount of be Registered Share (1) Price (1) Registration Fee - -------------------------------------------------------------------------------------------------------- Common Stock, par value $1.00 100,000 $66.625 $6,662,500 $1,852.18 shares - --------------------------------------------------------------------------------------------------------
Notes: 1. Calculated pursuant to Rule 457(h) of Regulation C based on an assumed price of $66.625 per share, which represents the average of the high and low prices of such securities reported on the New York Stock Exchange Composite Tape on April 26, 1999. Pursuant to General Instruction E to Form S-8, this Registration Statement registers additional securities of the same class as other securities registered on Registration Statement No. 33-34037 on Form S-8 filed April 2, 1990 with the Commission. The contents of such earlier Registration Statement are hereby incorporated in this Registration Statement by reference. Item 8. Exhibits. - ------ -------- See Exhibit Index. SIGNATURES The Registrant. - --------------- Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Benton Harbor, State of Michigan, on April 28, 1999. WHIRLPOOL CORPORATION By: /s/ Daniel F. Hopp ------------------------- Daniel F. Hopp Senior Vice President Corporate Affairs and General Counsel SIGNATURES Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. Signature Title Date - --------- ----- ---- David. R. Whitwam* Director, Chairman of the Board and Chief Executive Officer Robert A. Burnett* Director Herman Cain* Director Gary T. DiCamillo* Director Allan D. Gilmour* Director Kathleen J. Hempel* Director James M. Kilts* Director April 28, 1999 Arnold G. Langbo* Director Miles L. Marsh* Director Philip L. Smith* Director Paul G. Stern* Director Janice D. Stoney* Director Ralph F. Hake* Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer) Mark Brown* Vice President and Controller (Principal Accounting Officer) *By: /s/ Daniel F. Hopp Attorney in Fact April 28, 1999 ---------------------------------------- Daniel F. Hopp EXHIBIT INDEX ------------- Exhibit Description Number of Document - ------ ----------- 4(a) Restated Certificate of Incorporation of Whirlpool Corporation (filed as Exhibit 3(i) to Whirlpool Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1993, Commission File No. 1-3932, and incorporated herein by reference.) 4(b) By-laws of the Company, as amended and restated February 17, 1998 (filed as Exhibit 3(ii) to Whirlpool Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1997, Commission File No. 1-3932, and incorporated herein by reference.) 4(c) Rights Agreement, dated April 21, 1998, between Whirlpool Corporation and First Chicago Trust Company of New York, (filed on Whirlpool Corporation's Form 8-K filed on April 27, 1998, Commission File No. 1-3932, and incorporated herein by reference). 4(d) Whirlpool Corporation Nonemployee Director Stock Ownership Plan, as amended April 20, 1999. 5 Opinion of Robert J. LaForest, Esq. Re: Legality 23 Consent of Ernst & Young LLP 23(c) Consent of Robert J. LaForest (included in Exhibit 5(a)) 24 Powers of Attorney EX-4.D 2 NONEMPLOYEE DIRECTOR STOCK OWNERSHIP PLAN WHIRLPOOL CORPORATION NONEMPLOYEE DIRECTOR STOCK OWNERSHIP PLAN (AS AMENDED APRIL 20, 1999) ARTICLE 1 GENERAL 1.1 PURPOSE Whirlpool Corporation, a Delaware corporation (the "Corporation"), hereby adopts this Nonemployee Director Stock Ownership Plan (the "Plan"). The purpose of the Plan is to foster and promote the long-term financial success of the Corporation by attracting and retaining outstanding nonemployee directors by enabling them to participate in the Corporation's growth through automatic, nondiscretionary awards of Common Stock (as defined in Section 1.3), Options (as defined in Section 3.1), and Common Stock Equivalents (as defined in Section 4.1). Common Stock awards, Options, and Common Stock Equivalents are collectively and interchangeably referred to herein as "Awards." 1.2 PARTICIPATION Only directors of the Corporation who at the time an Award is made meet the following criteria ("Directors") shall receive Awards under the Plan: (a) the director is not, and has not been for at least one year, an employee or officer of the Corporation or any subsidiary of the Corporation and (b) the director is a "Nonemployee Director" as such term is defined in Rule 16b-3 promulgated under the Securities Exchange Act of 1934 (the "Exchange Act") or any similar rule which may subsequently be in effect ("Rule 16b-3"). 1.3 SHARES SUBJECT TO THE PLAN Shares of stock covered by Awards under the Plan may be in whole or in part authorized and unissued or treasury shares of the Corporation's common stock, $1.00 par value per share, or such other shares as may be substituted pursuant to Section 5.2 ("Common Stock"). The maximum number of shares of Common Stock that may be issued for all purposes under the Plan shall be 300,000 (subject to adjustment pursuant to Section 5.2). Any shares of Common Stock subject to an Option that for any reason is canceled or terminated without having been exercised, shall again be available for Awards under the Plan. No fractional shares shall be issued. 1.4 GENDER AND NUMBER Except when otherwise indicated by the context, words in the masculine gender when used in the Plan shall include the feminine gender, the singular shall include the plural, and the plural shall include the singular. ARTICLE II STOCK AWARDS 2.1 AWARD OF COMMON STOCK Effective on the date of each annual meeting of stockholders, each Director in office at the conclusion of such meeting will automatically be awarded 400 (subject to adjustment pursuant to Section 5.2) shares of Common Stock. In addition, if a person first becomes a Director more than six months before the first anniversary of the immediately preceding annual meeting, such person will automatically be awarded 400 (subject to adjustment pursuant to Section 5.2) shares of Common Stock on the date he or she becomes a Director. The shares of Common Stock awarded pursuant to this Section 2.1 will not be subject to any restriction under the Plan, provided that no such shares of Common Stock may be sold within the first six months after they are awarded, unless the death of the Director occurs during such period. ARTICLE III STOCK OPTION AWARDS 3.1 AWARD OF STOCK OPTIONS Effective on the date of each annual meeting of stockholders, if the "Grant Condition" for the immediately preceding fiscal year (the "Prior Year") was satisfied, each Director then in office will automatically be awarded a stock option (an "Option") under the Plan to purchase 600 (subject to adjustment pursuant to Section 5.2) shares of Common Stock. The Grant Condition for any Prior Year will be satisfied if the "EFCO" for the Prior Year is 110% or more of the EFCO for the fiscal year before the Prior Year (the "Base Year"). EFCO means the Corporation's consolidated earnings from continuing operations before the after-tax effects of: (a) extraordinary items; (b) changes in accounting principles; (c) gains and losses from business dispositions shown separately on the Corporation's published earnings statement, and (d) restructuring charges shown separately on the Corporation's published earnings statement. Restructuring charges mean costs related to the elimination or reduction of product lines or the consolidation of plant facilities, including losses from asset impairments and disposals relating thereto, and costs of severance and termination benefits relating to the foregoing or to reductions in personnel. If there shall be any change in the Corporation's fiscal year, the EFCO from any resulting fiscal year which contains less or more than 12 months shall be adjusted by multiplying the EFCO for such shorter or longer year by a fraction equal to 12 divided by the number of months in such shorter or longer year. Any question as to the computation of EFCO and whether the Grant condition is satisfied for any year shall be resolved by the Corporation's independent public accountants. 3.2 STOCK OPTION CERTIFICATES The award of an Option shall be evidenced by a certificate executed by an officer of the Corporation. 3.3 OPTION PRICE The purchase price for Common Stock under each Option (the "Option Price") granted as of the annual meeting following any Prior Year shall be the average Fair Market Value of the Common Stock for the third through the fifth days for which trading in the Common Stock is published after the date on which the Corporation makes a public release of its earnings data for the Base Year. 3.4 EXERCISE AND TERM OF OPTIONS (a) Options may be exercised by the delivery of written notice of exercise and the Option Price for the shares to be purchased to the Corporate Secretary of the Corporation. The Option Price may be paid in cash (including check, bank draft or money order) or, unless in the opinion of counsel to the Corporation to do so may result in a possible violation of law, by delivery of Common Stock already owned by the Director, valued at Fair Market Value on the date of the exercise. As soon as practicable after receipt of each notice and full payment, the Corporation shall deliver to the Director a certificate or certificates representing the acquired shares of Common Stock. (b) Each Option may be exercised at any time after the date it is awarded until (subject to Section 5.1) the first to occur of the twentieth anniversary of the date such Option was awarded or the fifth anniversary of the date the Director ceases to be a Director, provided that no Option shall be exercisable within the first six months of its term, unless death or disability of the Director occurs during such period. In the event that the death or disability of the Director does occur and an Option is exercised in that period, any shares of Common Stock issued on such exercise may not be sold until the sixth month anniversary of the date of the grant of the Option. ARTICLE IV COMMON STOCK EQUIVALENTS AWARDS 4.1 AWARDS OF COMMON STOCK EQUIVALENTS Effective on the date of each annual meeting of stockholders beginning in 1999, each Director in office at the conclusion of such meeting will automatically be awarded 400 (subject to adjustment pursuant to Section 5.2) hypothetical shares of Common Stock (each a Common Stock Equivalent). Each Director's Common Stock Equivalents will be held in an account ("Account") and the Director will not be entitled to receive the Common Stock represented by the Common Stock Equivalents until the Director ceases to be a Director of the Company. 4.2 INITIAL VESTED COMMON STOCK EQUIVALENTS In addition to the award of Common Stock Equivalents set forth in Section 4.1 above, each Director in office at the conclusion of the 1999 annual meeting shall immediately have credited to his Account the number of Common Stock Equivalents equal to the net present dollar value of the Director's vested retirement benefit as of February 16, 1999, divided by the Fair Market Value of the Common Stock on February 16, 1999. 4.3 DIVIDEND EQUIVALENTS In addition to the award of Common Stock Equivalents set forth above, the Company shall credit to each Director's Account an additional number of Common Stock Equivalents as of each dividend payment date declared with respect to the Company's Common Stock. The additional number of Common Stock Equivalents to be credited to each Account shall be equal to: (a) the product of (i) the dividend per share of the Common Stock which is payable as of the dividend payment date, multiplied by (ii) the number of whole Common Stock Equivalents credited to the Account as of the applicable dividend record date; DIVIDED BY ---------- (b) the closing price of a share of the Common Stock on the dividend payment date (or if such stock was not traded on that date, on the next preceding date on which it was traded), as reported in the New York Stock Exchange Composite Transactions. 4.4 STOCK CERTIFICATE Within a reasonable time after a Director ceases to be a Director of the Company, but in no event more than 60 days after receiving a written request from the former Director, the Company will deliver to the former Director, or his legal representative, a certificate for such shares of Common Stock as are represented by the total number of Common Stock Equivalents in the former Director's Account. Any fractional shares to which the former Director would otherwise be entitled will be eliminated. ARTICLE V MISCELLANEOUS PROVISIONS 5.1 NON TRANSFERABILITY; BENEFICIARIES No Option or Common Stock Equivalent awarded under the Plan shall be transferable by the Director otherwise than by will or, if the Director dies intestate, by the laws of descent and distribution. All Awards shall be exercisable or received during the Director's lifetime only by the Director or his legal representative. Any transfer contrary to this Section 5.1 will nullify the Option or Common Stock Equivalent. In the event of a Director's death prior to the exercise of any Options which were then exercisable, such Options may be exercised within one year after the Director's death (regardless of the expiration date of such Options under Section 3.4(b)) by the Director's beneficiary, designated as provided below, or, in the absence of any such designation, his estate. Any certificates for shares of Common Stock which were not delivered to a Director prior to his death and any dividends related thereto and not so delivered will be delivered to such beneficiary or, if no designation was made, his estate. Each Director may name, from time to time, any beneficiary or beneficiaries (who may be named contingently or successively) who may exercise such Options and receive such certificates and dividends. Each designation will revoke all prior designations by such Director, will be in writing and will be effective only when filed during his lifetime with the Secretary of the Corporation. 5.2. ADJUSTMENT UPON CERTAIN CHANGES In the event of a stock dividend or stock split, or combination or other reduction in the number of issued shares of Common Stock, a merger, consolidation, reorganization, recapitalization, sale or exchange of substantially all assets, or dissolution of the Corporation, the Board of Directors shall, in order to prevent the dilution or enlargement of rights under this Plan, make such adjustments in the number and type of shares of Common Stock and Common Stock Equivalents authorized by the Plan, and the number and type of shares of Common Stock covered by outstanding Options and Option Prices specified therein as may be determined to be appropriate and equitable. In the event fractional shares of Common Stock would otherwise result from any such adjustment, the number of shares of Common Stock so authorized and covered and the prices thereof shall be further adjusted so as to eliminate such fractions. 5.3 AMENDMENT, SUSPENSION AND TERMINATION OF PLAN The Board of Directors may suspend or terminate the Plan or any portion thereof at any time and may amend it from time to time in such respects as the Board of Directors may deem advisable in order that any Awards thereunder shall conform to or otherwise reflect any change in applicable laws or regulations, or to permit the Corporation or the Directors to enjoy the benefits of any change in applicable laws or regulations, or in any other respect the Board of Directors may deem to be in the best interests of the Corporation; provided, however, that no such amendment shall, without stockholder approval to the extent required by law, agreement, or the rules of any exchange upon which the Common Stock is listed, (a) except as provided in Section 5.2, materially increase the number of shares of Common Stock which may be issued under the Plan, (b) materially modify the requirements as to eligibility for participation in the Plan, (c) materially increase the benefits accruing to Directors under the Plan, or (d) extend the termination date of the Plan. No such amendment, suspension, or termination shall (x) impair the rights of Directors under any outstanding Option or Common Stock Equivalent without the consent of the Directors affected thereby or (y) make any change that would disqualify the Plan, or any other plan of the Corporation intended to be so qualified, from the exemption provided by Rule 16b-3. No provision of the Plan that states the amount and price of securities to be awarded, specifies the timing of Awards, or sets forth the formula that determines the amount, price, and timing of Awards may be amended more than once every six months, except to comport with changes in the Internal Revenue Code of 1986, as amended, or the Employee Retirement Income Security Act, or the rules thereunder. 5.4. DEFINITION OF FAIR MARKET VALUE The term "Fair Market Value" as it relates to Common Stock on any given date means (a) the mean of the high and low sales prices of the Corporation's Common Stock as reported by the Composite Tape of the New York Stock Exchange (or, if not so reported, on any domestic stock exchanges on which the Common Stock is then listed); or (b) if the Common Stock is not listed on any domestic stock exchange, the mean of the high and low sales prices of the Corporation's Common Stock as reported by the National Association of Securities Dealers Automated Quotation System (or, if not so reported, by the system then regarded as the most reliable source of such quotations) or, if there are no reported sales on such date, the mean of the closing bid and asked prices as so reported; or (c) if the Common Stock is listed on a domestic exchange or quoted in the domestic over-the- counter market, but there are not reported sales or quotations, as the case may be, on the given date, the value determined pursuant to (a) or (b) above using the reported sale prices or quotations on the last previous date on which so reported; or (d) if none of the foregoing clauses apply, the fair value as determined in good faith by the Corporation's Board of Directors. 5.5 PLAN NOT EXCLUSIVE The adoption of the Plan shall not preclude the adoption by appropriate means of any other stock option or other incentive plan for Directors. 5.6 REPORTS The Corporation shall supply each Director, not less frequently than once each year, a report stating whether the Grant Condition was satisfied for the preceding year, the number of shares of Common Stock covered by Options held by such Director, and the Option Prices thereof. The report shall also state the number of Common Stock Equivalents in the Director's Account. 5.7 LISTING, REGISTRATION AND LEGAL COMPLIANCE Each Option and Award of Common Stock Equivalents shall be subject to the requirement that if at any time counsel to the Corporation shall determine that the listing, registration, or qualification thereof or of any shares of Common Stock or other property subject thereto upon any securities exchange or under any foreign, federal, or state securities or other law or regulation, or the consent or approval of any governmental body or the taking of any other action to comply with or otherwise with respect to any such law or regulation, is necessary or desirable as a condition to or in connection with the award of such Option or Common Stock Equivalents or the issue, delivery, or purchase of shares of Common Stock or other property thereunder, no such Award may be exercised or paid in Common Stock or other property unless such listing, registration, qualification, consent, approval, or other action shall have been effected or obtained free of any conditions not acceptable to the Corporation. The holder of the award will supply the Corporation with such certificates, representations, and information as the Corporation shall request and shall otherwise cooperate with the Corporation in effecting or obtaining such listing, registration, qualification, consent, approval, or other action. The Corporation may at any time impose any limitations upon the exercise, delivery, or payment of any Award that, in the opinion of the Board of Directors, are necessary or desirable in order to cause the Plan or any other plan of the Corporation to comply with Rule 16b-3. If the Corporation, as part of an offering of securities or otherwise, finds it desirable because of foreign, federal, or state legal or regulatory requirements to reduce the period during which Options may be exercised, the Board of Directors may, without the holders' consent, so reduce such period on not less than 15 days' written notice to the holders thereof. 5.8 RIGHTS OF DIRECTORS Nothing in the Plan shall confer upon any Director any right to serve as a Director for any period of time or to continue his present or any other rate of compensation. 5.9 REQUIREMENTS OF LAW; GOVERNING LAW The granting of Awards and the issuance of shares of Common Stock shall be subject to all applicable laws, rules, and regulations and to such approvals by any governmental agencies or national securities exchanges as may be required. The Plan, and all agreements hereunder, shall be construed in accordance with and governed by the laws of the State of Delaware. The provisions of this Plan shall be interpreted so as to comply with the conditions or requirements of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, unless applicable law otherwise requires a contrary interpretation of any such provision. 5.10 FINAL DATE FOR AWARDS No Awards shall be made hereunder after April 30, 2009. / / / / EX-5 3 OPINION OF ROBERT LAFOREST, ESQ. [LETTERHEAD OF WHIRLPOOL APPEARS HERE] April 28, 1999 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Ladies and Gentlemen: I have acted as counsel to Whirlpool Corporation (the "Company") in connection with the preparation of the Registration Statement on Form S-8 filed today under the Securities Act of 1933, as amended (the "Registration Statement"), covering shares of common stock, $1.00 par value per share, of the Company (the "Common Stock") which may be issued to participants under the Whirlpool Corporation Nonemployee Director Stock Ownership Plan (the "Plan"). I have examined the Plan and such other records, documents, and matters of law and satisfied myself as to such matters of fact as I have deemed relevant for purposes of this opinion. In rendering this opinion, I have assumed without investigation that the information supplied to me by the Company and its employees and agents is accurate and complete. Based upon and subject to the foregoing, I am of the opinion that, assuming that the shares of Common Stock (the "Shares") will be issued in accordance with the terms of the Plan and in the manner described in the Registration Statement, the Shares to be issued to participants under the Plan will be legally issued, fully paid, and non-assessable when so delivered pursuant to and in accordance with the terms and conditions of the Plan. I do not find it necessary for purposes of this opinion, and accordingly do not purport herein, to cover the application of the securities of "Blue Sky" laws of the various states to the delivery of the Shares to the participants pursuant to and in accordance with the terms and conditions of the Plan. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to me included in and made a part of the Registration Statement. Sincerely, Robert J. LaForest RJL/ah EX-23 4 CONSENT OF ERNST & YOUNG LLP CONSENT OF ERNST & YOUNG LLP We consent to the incorporation by reference in the Registration Statement (Form S-8) dated April 23, 1999 pertaining to the Whirlpool Corporation 1999 Nonemployee Director Stock Ownership Plan of our report dated January 21, 1999, with respect to the consolidated financial statements and schedule of Whirlpool Corporation and subsidiaries, incorporated by reference or included in its Annual Report (Form 10-K) for the year ended December 31, 1998, filed with the Securities and Exchange Commission. Chicago, Illinois April 23, 1999 EX-24 5 POWERS OF ATTORNEY POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a director or officer, or both, of WHIRLPOOL CORPORATION, a Delaware corporation (the "Company") does hereby constitute and appoint DAVID R. WHITWAM, RALPH F. HAKE, and DANIEL F. HOPP, with full power to each of them to act alone, as the true and lawful attorneys and agents of the undersigned, with full power of substitution and resubstitution to each of said attorneys, to execute, file, or deliver any and all instruments and to do any and all acts and things which said attorneys and agents, or any of them, deem advisable to enable the Company, and the Whirlpool Corporation Nonemployee Director Stock Ownership Plan (the "Plan"), to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereto, in connection with the registration under said Securities Act of an additional 100,000 shares of common stock of the Company (for a total of 300,000 shares of common stock registered under the Plan) which may be offered or delivered to participants in the Plan, including specifically, but without limitation of the general authority hereby granted, the power of authority to sign his or her name as director or officer, or both, of the Company, as indicated below opposite his or her signature: (i) to the registration statements, or any amendments, post-effective amendments, deregistrations or papers supplemental thereto, to be filed in respect of said shares of common stock of the Company, and to the prospectuses or any amendments, supplements or revisions thereof, to be filed with said registration statements or with any amendments or post-effective amendments to said registration statements; (ii) to any amendments or post-effective amendments or deregistrations as shall be necessary or appropriate to any registration statements heretofore filed under said Securities Act with respect to shares of common stock of the Company; and (iii) to said prospectuses or any amendments, supplements, or revisions thereof to be filed with any registration statements (or with any amendments or post-effective amendments thereto) heretofore filed under said Securities Act with respect to shares of common stock of the Company; and each of the undersigned does hereby fully ratify and confirm all that said attorneys and agents, or any of them, or the substitute of any of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, each of the undersigned has subscribed these presents this 16th day of February, 1999. Name Title /s/ David R. Whitwam Director, Chairman of the Board and - --------------------------------- David R. Whitwam Chief Executive Officer (Principal Executive Officer) Name Title /s/ Ralph F. Hake Senior Executive Vice President and - --------------------------------- Ralph F. Hake Chief Financial Officer (Principal Financial Officer) /s/ Mark E. Brown Vice President and Controller - --------------------------------- Mark E. Brown (Principal Accounting Officer) /s/ Robert A. Burnett Director - --------------------------------- Robert A. Burnett /s/ Herman Cain Director - --------------------------------- Herman Cain /s/ Gary T. DiCamillo Director - --------------------------------- Gary T. DiCamillo Director - --------------------------------- H. Miguel Etchenique /s/ Allan D. Gilmour Director - --------------------------------- Allan D. Gilmour /s/ Kathleen J. Hempel Director - --------------------------------- Kathleen J. Hempel /s/ Arnold G. Langbo Director - --------------------------------- Arnold G. Langbo /s/ Miles L. Marsh Director - --------------------------------- Miles L. Marsh /s/ Philip L. Smith Director - --------------------------------- Philip L. Smith /s/ Paul G. Stern Director - --------------------------------- Paul G. Stern /s/ Janice D. Stoney Director - --------------------------------- Janice D. Stoney -----END PRIVACY-ENHANCED MESSAGE-----