485BPOS 1 vuli.htm
As filed with the Securities and Exchange Commission on September 6, 2016
 
Registration Nos. 333-44956
and 811-10097

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM N-6
 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
X

Pre-Effective Amendment No.
  
   
Post-Effective Amendment No. 22
X
 
and/or
 
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
X

Amendment No. 35
X

 
AMERICAN FAMILY VARIABLE ACCOUNT I
(Exact Name of Registrant)
 
AMERICAN FAMILY LIFE INSURANCE COMPANY
(Name of Depositor)

6000 American Parkway, Madison, Wisconsin 53783-0001
(Address of Depositor's Principal Executive Offices)

Depositor's Telephone Number, including Area Code:  1-800-MY AMFAM (1-800-692-6326)

Mark V. Afable, Esq.
American Family Life Insurance Company
6000 American Parkway, Madison, Wisconsin 53783-0001
(Name and Address of Agent for Service)
 
Copy to:
Thomas E. Bisset
Sutherland Asbill & Brennan LLP
700 Sixth Street, NW, Suite 700, Washington, DC 20001-3980

It is proposed that this filing will become effective:
 
  X    immediately upon filing pursuant to paragraph (b) of Rule 485
 
         on (date) pursuant to paragraph (b) of Rule 485
 
___   60 days after filing pursuant to paragraph (a)(1) of Rule 485
 
___  on (date) pursuant to paragraph (a)(1) of Rule 485

Title of Securities Being Registered:  Flexible Premium Variable Universal Life Insurance Policies
 
 

Supplement dated September 7, 2016 to the Prospectuses dated May 1, 2016 for the

Variable Annuity Contract
Variable Universal Life Insurance Series I Contract
Variable Universal Life Insurance Series II Contract
Issued by
American Family Life Insurance Company
American Family Variable Account I
American Family Variable Account II

Effective September 12, 2016, the Prospectuses are amended to reflect the following:

The Fidelity® VIP Government Money Market Portfolio (Initial Class) is available as an investment portfolio under your American Family variable contract.

Portfolio
 
Advisory
 Fee
12b-1/ Service
 Fee
Other
 Expenses
Acquired Fund Fees and Expenses
Total 
Expenses
Fidelity® Variable Insurance Products Fund
 
 
 
 
Fidelity® VIP Government Money Market Portfolio (Initial Class)
0.17%
N/A
0.08%
N/A
0.25%
Investment Objective: The fund seeks as high a level of current income as is consistent with preservation of capital and liquidity. You could lose money by investing in the Fidelity® VIP Government Money Market Portfolio.  Although the fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so.  An investment in the fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any government agency.  The fund's sponsor has no legal obligation to provide financial support to the fund, and you should not expect that the sponsor will provide financial support to the fund at any time.  The yield of this fund may become very low during periods of low interest rates.  After deduction of Variable Account Annual Expenses, the yield of the Subaccount that invests in this fund could be negative.  If the yield in the Subaccount becomes negative, your investment in the Subaccount may decline.
Investment Adviser: Fidelity Management & Research Company.
Dollar Cost Averaging.  Subject to our requirements to participate in the dollar cost averaging program as described in your Prospectus, you may elect to systematically and automatically transfer on a monthly, quarterly, semi-annual or annual basis, specified dollar amounts from the Fidelity® VIP Government Money Market Portfolio Subaccount into any other Subaccount(s), except the Vanguard VIF Money Market Portfolio Subaccount.
Payments We Make.  If, under SEC rules, the Fidelity® VIP Government Money Market Portfolio suspends payments of redemption proceeds in connection with the liquidation of the Portfolio, we will delay payment of any transfer, partial surrender, surrender or death benefit from the Fidelity® VIP Government Money Market Portfolio Subaccount until the Portfolio is liquidated.

 
Vanguard® VIF Money Market Portfolio.  Effective October 14, 2016, certain SEC rules will limit beneficial ownership of shares of retail money market funds, such as the Vanguard Money Market Portfolio, to "natural persons," as defined in such rules.  Institutional investors, such as corporations, partnerships and certain irrevocable trusts, will be ineligible to beneficially own shares of retail money market funds, including the Vanguard Money Market Portfolio.  As such, beginning on October 14, 2016, variable contract owners that are institutional investors will no longer be eligible to invest in the Vanguard Money Market Portfolio Subaccount.
* * *

If you would like a prospectus for the Fidelity® VIP Government Money Market Portfolio (Initial Class) or for any other Portfolio available under your American Family variable contract, please contact us at our Administrative Service Center at 1-877-781-3520.
THIS SUPPLEMENT SHOULD BE READ CAREFULLY TOGETHER WITH THE PROSPECTUS FOR YOUR VARIABLE CONTRACT.  BOTH DOCUMENTS SHOULD BE KEPT TOGETHER FOR FUTURE REFERENCE.
 
This Registration Statement incorporates by reference the Prospectus and Statement of Additional Information dated May 1, 2016 for the Contracts, as filed with the Securities and Exchange Commission in Post-Effective Amendment No. 21 to the Registration Statement on Form N-6 (File No. 333-44956) on April 13, 2016.
 
PART C
OTHER INFORMATION
Item 26. Exhibits
a) Resolution of the Board of Directors of American Family Life Insurance Company authorizing establishment of the American Family Variable Account I (1)
b) Custodian Agreements. Not Applicable
c) Underwriting Contracts.
1) Underwriting Agreement between American Family Life Insurance Company and American Family Securities, LLC (2)
2) Sales Representative Agent Agreement (Including Compensation Schedule) (2)
3) Underwriting Agreement between American Family Life Insurance Company and Sunset Financial Services, Inc. (6)
d) Contracts.
1) Variable Universal Life Insurance Policy (1)
2) Accelerated Death Benefit Rider (L-ACDB (VUL)) (1)
3) Accidental Death Benefit Rider (L-ACD (VUL)) (1)
4) Additional Insured Rider (L-AI-I (VUL)) (1)
5) Children's Insurance Rider (L-CI-1 (VUL)) (1)
6) Guaranteed Minimum Death Benefit Rider (1)
7) Guaranteed Insurability Benefit Rider (L-GPO (VUL)) (1)
8) Waiver of Monthly Deductions Benefit for Primary Insured (L-WMD (VUL)) (1)
9) Waiver of Specified Premium Rider for the Primary Insured (L-WSP (VUL)) (1)
e) Form of Application (1)
f) Depositor's Certificate of Incorporation and By-Laws.
1) Articles of Amendment to the Articles of Incorporation of American Family Life Insurance Company (1)
2) By-Laws of American Family Life Insurance Company (1)
g) Indemnity Reinsurance Agreement between American Family Life Insurance Company and Kansas City Life Insurance Company (6)
h) Participation Agreements.
1) Form of Participation Agreement among Fidelity® Variable Insurance Products Fund, Fidelity® Variable Insurance Products Fund II, Fidelity® Variable Insurance Products Fund III, Fidelity Distributors Corporation and American Family Life Insurance Company (2)
 
2) Form of Amendment to Participation Agreement among Vanguard® Variable Insurance Fund, The Vanguard Group, Inc., Vanguard Marketing Corporation and American Family Life Insurance Company (3)
3) Form of Second Amendment to Participation Agreement among Vanguard Variable Insurance Fund, The Vanguard Group, Inc., Vanguard Marketing Corporation and American Family Life Insurance Company (4)
4) Form of Participation Agreement among Vanguard Variable Insurance Fund, The Vanguard Group, Inc., Vanguard Marketing Corporation and American Family Life Insurance Company (6)
i) Administrative Contracts.
1) Transition Services Agreement between American Family Life Insurance Company and Kansas City Life Insurance Company (6)
2) Form of Administrative Services Agreement between American Family Life Insurance Company and Kansas City Life Insurance Company (6)
j) Other Material Contracts. Form of Rule 22c-2 Shareholder Information Agreement Related to Variable Products between Fidelity Distributors Corporation and American Family Life Insurance Company (3)
k) Legal Opinion.
 
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1) Opinion of Mark V. Afable, Esq. (8)
2) Consent of Mark V. Afable, Esq. (8)
l) Actuarial Opinion. Not Applicable
m) Calculation. Not Applicable
n) Other Opinions.
1) Consent of Sutherland Asbill & Brennan LLP (8)
2) Consent of Independent Registered Public Accounting Firm (9)
3) Consent of Matthew Dolliver (8)
o) Omitted Financial Statements. Not Applicable
p) Initial Capital Agreements. Not Applicable.
q) Description of Issuance, Transfer and Redemption Procedures (Series I). (5)
r) Powers of Attorney (7)
________________________
(1) Incorporated herein by reference to Form S-6 Registration (File No. 333-44956) filed August 31, 2000.
(2) Incorporated herein by reference to the Pre-Effective Amendment No. 1 to the Registration Statement on Form S-6 (File No. 333-44956) filed March 8, 2001.
(3) Incorporated herein by reference to Post-Effective Amendment No. 8 to the Registration Statement on Form N-6 (File No. 333-44956) filed April 27, 2007.
(4) Incorporated herein by reference to Post-Effective Amendment No. 10 to the Registration Statement on Form N-6 (File No. 333-44956) filed April 25, 2008.
(5) Incorporated herein by reference to Post-Effective Amendment No. 15 to the Registration Statement on Form N-6 (File No. 333-44956) filed April 27, 2012.
(6) Incorporated herein by reference to Post-Effective Amendment No. 18 to the Registration Statement on Form N-6 (File No. 333-44956) filed October 25, 2013.
(7) Incorporated herein by reference to Post-Effective Amendment No. 20 to the Registration Statement on Form N-4 (File No. 333-45592) filed April 13, 2016.
(8) Incorporated herein by reference to Post-Effective Amendment No. 21 to the Registration Statement on Form N-6 (File No. 333-44956) filed April 13, 2016.
(9) Filed herein.
 
 
C-2
Item 27. Directors and Officers of the Depositor
 
Name and Principal Business Address
 
Position and Office with Depositor
 
William T. Fancher
Director, President
David C. Holman
Director, Secretary, Chief Strategy Officer
Daniel J. Kelly
Director, Chief Financial Officer, Treasurer
Gerry W. Benusa
Director
William B. Westrate
Director
Mark V. Afable
Chief Legal Officer
Troy P. Van Beek
Vice President, Controller, Assistant Treasurer
Martin T. Chiaro
Assistant Treasurer
Ann F. Wenzel
Assistant Secretary
___________________
* The principal business address for each officer and director is 6000 American Parkway, Madison, Wisconsin 53783-0001.
 
 
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Item 28. Persons Controlled by or Under Common Control With the Depositor or Registrant
 
NAME
JURISDICTION
PERCENT OF VOTING SECURITIES OWNED
     
American Family Mutual Insurance Company
   WI
Mutual Company
American Family Securities, Inc.
   WI
Ownership of all voting securities by American Family Mutual Insurance Company
AmFam, Inc.
   WI
Ownership of all voting securities by American Family Mutual Insurance Company
American Family Brokerage, Inc.
   WI
Ownership of all voting securities by American Family Mutual Insurance Company
American Family Life Insurance Company
   WI
Ownership of all voting securities by AmFam, Inc.
American Standard Insurance Company of WI
   WI
Ownership of all voting securities by AmFam, Inc.
American Family Financial Services, Inc.
   WI
Ownership of all voting securities by AmFam, Inc.
American Family Insurance Company
   OH
Ownership of all voting securities by AmFam, Inc.
American Standard Insurance Company of OH
   OH
Ownership of all voting securities by AmFam, Inc.
The AssureStart Insurance Agency
   WI
Ownership of all voting securities by American Family Mutual Insurance Company
New Ventures, LLC
   WI
Ownership of all voting securities by AmFam, Inc. and
   
  American Family Life Insurance Company
Midvale Indemnity Company
   IL
Ownership of all voting securities by AmFam, Inc.
PGC Holdings Corp.
   DE
Ownership of all voting securities by AmFam, Inc.
Permanent General Assurance Corp. of OH
   OH
Ownership of all voting securities by PGC Holdings Corp
Permanent General Companies, Inc.
   TN
Ownership of all voting securities by PGC Holdings Corp
PGC Holdings Corp. Statutory Trust I
   DE
Ownership of all voting securities by PGC Holdings Corp
PGC Holdings Corp. Statutory Trust II
   DE
Ownership of all voting securities by PGC Holdings Corp
The General Automotive Insurance Company, Inc.
   OH
Ownership of all voting securities by Permanent General Assurance Corp of OH
Permanent General Assurance Corporation
   OH
Ownership of all voting securities by Permanent General Companies, Inc.
PGA Service Corporation
   TN
Ownership of all voting securities by Permanent General Assurance Corporation
The General Automotive Insurance Services of
   TX
Ownership of all voting securities by PGA Service Corp.
   Texas, Inc.
    
The General Automotive Insurance Services of
   OH
Ownership of all voting securities by PGA Service Corp.
   Ohio, Inc.
    
The General Automotive Insurance Services of
   GA
Ownership of all voting securities by PGA Service Corp.
   of Georgia, Inc.
    
The General Automotive Insurance Services, Inc.
   CA
Ownership of all voting securities by PGA Service Corp.
The General Automotive Insurance Services of
   LA
Ownership of all voting securities by PGA Service Corp.
   Louisiana, Inc.
    
Homesite Group Incorporated
   DE
Ownership of all voting securities by AmFam, Inc.
Homesite Securities Company LLC
   DE
Ownership of all voting securities by Homesite Group Incorporated
Homesite Insurance Company of the Midwest
   ND
Ownership of all voting securities by Homesite Securities Company LLC
Homesite Insurance Company
   CT
Ownership of all voting securities by Homesite Securities Company LLC
Homesite Indemnity Company
   KS
Ownership of all voting securities by Homesite Group Incorporated
Homesite Insurance Company of California    CA Ownership of all voting securities by Homesite Securities Company
 
 
C-4
 
NAME
  
JURISDICTION
  
PERCENT OF VOTING SECURITIES OWNED
 
   
LLC
Homesite Insurance Company of New York
   NY
Ownership of all voting securities by Homesite Securities Company LLC
Homesite Insurance Company of Georgia
   GA
Ownership of all voting securities by Homesite Securities Company LLC
Homesite Insurance Company of Illinois
   IL
Ownership of all voting securities by Homesite Securities Company LLC
Homesite Insurance Company of Florida
   IL
Ownership of all voting securities by Homesite Securities Company LLC
Homesite Lloyds's of Texas
   TX
Ownership of all voting securities by Texas-South of Homesite, Inc.
Homesite Insurance Agency, Inc.
   MA
Ownership of all voting securities by Homesite Securities Company LLC
Texas-South of Homesite, Inc.
   TX
Ownership of all voting securities by Homesite Securities Company LLC
 
 
C-5
Item 29. Indemnification
(a) The By-Laws of American Family Life Insurance Company (as amended November 1, 1998) provide, in part in Article VII, as follows:
ARTICLE VII
INDEMNIFICATION OF DIRECTORS, OFFICERS, AND OTHER PERSONS
To the extent permitted by law, the Corporation shall indemnify each Director and Officer of the Corporation, and his heirs, executors and administrators against all expenses and liability reasonably incurred by him in connection with or arising out of any action, suit or proceeding in which he may be involved by reason of his being or having been a Director or Officer of the Corporation, whether or not he continues to be a Director or Officer at the time of incurring such expenses and liabilities; such expenses and liabilities to include, but not limited to judgments, court costs, and attorneys' fees and the cost of settlements. The Corporation shall not, however, indemnify such Director or Officer with respect to matters as to which he shall be finally adjudged in any such action, suit, or proceeding to have been liable for willful misconduct in the performance of his duties as such Director or Officer. In the event a settlement or compromise is effected, indemnification may be had only if the Board of Directors shall have been furnished with an opinion of counsel for the Corporation to the effect that such settlement or compromise is in the best interests of the Corporation and that such Director or Officer is not liable for willful misconduct in the performance of his duties with respect to such matters, and, if the Board shall have adopted a resolution approving such settlement or compromise. The foregoing right of indemnification shall not be exclusive of other rights to which any Director or Officer may be entitled as a matter of law.
Insofar as indemnification or liability arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provision, 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 any 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 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.
(b) Section 8 of the Distribution Agreement between American Family Life Insurance Company ("AFLIC") and American Family Securities, LLC ("Distributor") provides substantially as follows:
8. Indemnification
a. By AFLIC. AFLIC shall indemnify and hold harmless Distributor and any officer, director, or employee of Distributor against any and all losses, claims, damages or liabilities, joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted), to which Distributor and/or any such person may become subject, under any statute or regulation, any NASD rule or interpretation, at common law or otherwise, insofar as such losses, claims, damages or liabilities:
(1) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances in which they were made, contained in any Registration Statement or in any Prospectus; provided that AFLIC shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of, or is based upon, an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon information furnished in writing to AFLIC by Distributor specifically for use in the preparation of any such Registration Statement or any amendment thereof or supplement thereto;
(2) result from any breach by AFLIC of any provision of this Agreement .
 
This indemnification shall be in addition to any liability that AFLIC may otherwise have; provided, however, that no person shall be entitled to indemnification pursuant to this provision if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the person seeking indemnification.
 
 
C-6

b. By Distributor. Distributor shall indemnify and hold harmless AFLIC and any officer, director, or employee of AFLIC against any and all losses, claims, damages or liabilities, joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted), to which AFLIC and/or any such person may become subject under any statute or regulation, any NASD rule or interpretation, at common law or otherwise, insofar as such losses, claims, damages or liabilities:
(1) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in light of the circumstances in which they were made, contained in any Registration Statement or in any Prospectus; in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon information furnished in writing by Distributor to AFLIC specifically for use in the preparation of any such Registration Statement or any amendment thereof or supplement thereto;
(2) result from any breach by Distributor of any provision of this Agreement;
This indemnification shall be in addition to any liability that Distributor may otherwise have; provided, however, that no person shall be entitled to indemnification pursuant to this provision if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the person seeking indemnification.
c. General. Promptly after receipt by a party entitled to indemnification ("indemnified person") under this Section 8 of notice of the commencement of any action as to which a claim will be made against any person obligated to provide indemnification under this Section 8 ("indemnifying party"), such indemnified person shall notify the indemnifying party in writing of the commencement thereof as soon as practicable thereafter, but failure to so notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to the indemnified person otherwise than on account of this Section 8. The indemnifying party will be entitled to participate in the defense of the indemnified person but such participation will not relieve such indemnifying party of the obligation to reimburse the indemnified person for reasonable legal and other expenses incurred by such indemnified person in defending himself or itself.
d. Duration. The indemnification provisions contained in this Section 8 shall remain operative in full force and effect, regardless of any termination of this Agreement. A successor by law of Distributor or AFLIC, as the case may be, shall be entitled to the benefits of the indemnification provisions contained in this Section 8.
Item 30. Principal Underwriter
(a) Other Activity. Until January 18, 2014, American Family Securities, LLC acted as the registrant's principal underwriter, and the principal underwriter for American Family Variable Account II. Beginning on January 18, 2014, Sunset Financial Services, Inc. became the registrant's principal underwriter and the principal underwriter for American Family Variable Account II.
(b) Management. The following information is furnished with respect to the officers and directors of Sunset Financial Service, Inc.:

Name and Principal Business Address*
 
Positions and Offices with Sunset Financial Services, Inc.
 
   
R. Philip Bixby 
Chairman of the Board and Director
Walter E. Bixby
Director
Janice L. Brandt
Assistant Vice President
Susanna J. Denney 
Vice President
Tracy W. Knapp 
Director
Donald E. Krebs 
Director
David A. Laird 
Treasurer
A.Craig Mason Jr. 
Secretary and Director
Mark A. Milton 
Director
Kelly T. Ullom 
Executive Officer/Vice President
 

 
C-7
 
______________
* The principal business address of all of the persons listed above is P.O. Box 219365, Kansas City, Missouri, 64121-9365.
(c) Compensation From the Registrant. The following commissions and other compensation were received by each principal underwriter, directly or indirectly, from the Registrant during the Registrant's last fiscal year:
 
(1)
Name of
Principal
 Underwriter
(2)
Net Underwriting
Discounts and
Commissions
(3)
Compensation on
Redemption
(4)
Brokerage
Commissions
(5)
Other
Compensation
Sunset Financial Services, Inc.
$        0
None
N/A
N/A

Item  31. Location of Accounts and Records
All of the accounts, books, records or other documents required to be kept by Section 31(a) of the Investment Company Act of 1940, as amended, and rules thereunder, are maintained by American Family Life Insurance Company at 6000 American Parkway, Madison, Wisconsin 53783-0001 and at 3520 Broadway Avenue, Kansas City, Missouri 64111-2565.
Item  32. Management Services
All management contracts are discussed in Part A or Part B.
Item  33. Fee Representation
American Family Life Insurance Company hereby represents that the fees and charges deducted under the Policy, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by American Family Life Insurance Company.
 
C-8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, American Family Variable Account I and American Family Life Insurance Company certify that they meet all of the requirements of Securities Act Rule 485(b) for effectiveness of this Registration Statement and have duly caused this post-effective amendment to the registration statement to be signed on their behalf by the undersigned, thereunto duly authorized in the City of Madison and State of Wisconsin, on September 6, 2016.
 
 
 
AMERICAN FAMILY VARIABLE
ACCOUNT I (REGISTRANT)
        
  
 
By:
*
  
 
 
William T. Fancher
  
 
 
President
American Family Life Insurance Company
     
 
 
AMERICAN FAMILY LIFE INSURANCE
 COMPANY (DEPOSITOR)
        
  
 
By:
*
  
 
 
William T. Fancher
President
  
 
 
  
        
        
        
 
  /s/ Jacqueline L. Wheeler
 
 
As Attorney-in-Fact pursuant to Power of Attorney.
*By:
Jacqueline L. Wheeler
 
 
C-9
Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment to the registration statement has been signed below by the following persons in the capacities indicated on September 6, 2016.
 
     
Signatures
 
Title
     
*
 
 
 
 
 
Director, President
WILLIAM T. FANCHER
 
(Principal Executive Officer)
     
*
 
 
 
 
 
Director, Chief Financial Officer, Treasurer
DANIEL J. KELLY
 
(Principal Financial Officer)
     
*
 
 
 
 
 
Vice President, Controller, Assistant Treasurer
TROY P. VAN BEEK
 
(Principal Accounting Officer)
     
*
 
 
 
 
 
Director, Secretary, Chief Strategy Officer
DAVID C. HOLMAN
 
 
     
*
 
 
 
 
 
Director
GERRY W. BENUSA
 
 
     
*
 
 
 
 
 
Director
WILLIAM B. WESTRATE
 
 
 
 
 
 
       
 
/s/ JACQUELINE L. WHEELER
 
 
*By:
JACQUELINE L. WHEELER
 
As Attorney-in-Fact pursuant to Power of Attorney
 
C-10

EXHIBIT INDEX
 (n) Other Opinions
(1) Consent of Independent Registered Public Accounting Firm
 
 
C-11