-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, jKRXKrRQJWbOjktAzeO8mRxW0VyuxMnnqmpBHlR8i97pOA2Hnp3ctB1X0mAA/VLg 1UfvnJtubxe9i96e5fOlSQ== 0000712537-94-000025.txt : 19941003 0000712537-94-000025.hdr.sgml : 19941003 ACCESSION NUMBER: 0000712537-94-000025 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 19940929 EFFECTIVENESS DATE: 19941018 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST COMMONWEALTH FINANCIAL CORP /PA/ CENTRAL INDEX KEY: 0000712537 STANDARD INDUSTRIAL CLASSIFICATION: 6022 IRS NUMBER: 241428528 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55687 FILM NUMBER: 94551007 BUSINESS ADDRESS: STREET 1: OLD COURTHOUSE SQUARE STREET 2: 22 N SIXTH ST CITY: INDIANA STATE: PA ZIP: 15701 BUSINESS PHONE: 4123497220 MAIL ADDRESS: STREET 1: 22 NORTH SIXTH STREET STREET 2: P.O. BOS 400 CITY: INDIANA STATE: PA ZIP: 15701 S-8 1 S-8 FOR RELIABLE SAVINGS AND UNITED NB As filed with the Securities and Exchange Commission on September 29, 1994 Registration No. 33- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 FIRST COMMONWEALTH FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) PENNSYLVANIA 25-1428528 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Old Courthouse Square, 22 North Sixth Street, Indiana, Pennsylvania 15701-0400 412-349-7220 (Address, including ZIP Code, and telephone number, including area code, of registrant's principal executive offices) David R. Tomb, Jr. Vice President, Secretary and Treasurer First Commonwealth Financial Corporation Old Courthouse Square 22 North Sixth Street Indiana, PA 15701-0400 412-349-7220 (Name, address, including ZIP Code, and telephone number, including area code, of agent for service) Copy to: David L. DeNinno, Esq. Reed Smith Shaw & McClay 435 Sixth Avenue Pittsburgh, PA 15219 412-288-3214 CALCULATION OF REGISTRATION FEE Securities to be Amount to be Proposed Maximum Offering Registered Registered Price per unit(1) Common Stock, $1.00 117,643 $6.24 par value Proposed Maximum Aggregate Amount of Offering Price(1) Registration Fee $732,993.96 $252.76 (1) Estimated solely for the purposes of calculating the amount of the registration fee, pursuant to Rule 457(h)(1), on the basis of the price at which the options may be exercised. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents have been filed by First Commonwealth Financial Corporation ("FCFC") with the Securities and Exchange Commission ("SEC") and are incorporated herein by reference: (a) FCFC's Annual Report on Form 10-K for the fiscal year ended December 31, 1993; (b) All of the reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since the end of FCFC's fiscal year ended December 31, 1993, including the following: (i) Quarterly Report on Form 10-Q for the quarter ended March 31, 1994. (ii) Quarterly Report on Form 10-Q for the quarter ended June 30, 1994. All documents subsequently filed by FCFC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in any other subsequently filed incorporated document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to exist or constitute a part hereof. ITEM 4. DESCRIPTION OF SECURITIES. The description of the FCFC Common Stock is incorporated herein by reference to Item 1 ("Description of Registrants' Securities to be Registered") contained in the FCFC's Registration Statement on Form 8-A, in the form in which it was filed with the Securities and Exchange Commission on June 5, 1992. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. During 1993, David R. Tomb, Jr., attorney-at-law, and the law firm of Tomb and Tomb of which Mr. Tomb is a partner performed legal services for 1 FCFC. The fees paid for services during 1993 were $65,000. Mr. Tomb is Vice President, Secretary and Treasurer and a Director of FCFC. As of June 24, 1994, Mr. Tomb was the beneficial owner of, and had voting and investment power with respect to, 295,420 shares of FCFC's Common Stock. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Pennsylvania Business Corporation Law of 1988. Section 1741 of the Pennsylvania Business Corporation Law of 1988 (the "BCL") provides that unless otherwise restricted in its bylaws, a business corporation shall (subject to the limitations described below) have the power to 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 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 such person 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 domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action or proceeding, if such person 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 proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action or proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that such 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 proceeding, had reasonable cause to believe that his conduct was unlawful. Section 1742 of the BCL provides that unless otherwise restricted in its bylaws, a corporation shall (subject to the limitations described below) have the power to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person 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 domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action if such person acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation. Indemnification shall not be made under Section 1742 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 common pleas of the judicial district embracing the county in which the registered office of the corporation is located or the court in which such action was brought determines upon application that, despite 2 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 common pleas or such other court shall deem proper. Section 1744 of the BCL provides that unless ordered by a court, any indemnification under Section 1741 or 1742 shall be made by the business 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 the indemnitee has met the applicable standard of conduct set forth in the relevant section. Such determination shall be made: (1) By the board of directors of the corporation by a majority vote of a quorum consisting of directors who were not parties to the action or proceeding; or (2) If such a quorum is not obtainable, or, if obtainable and a majority vote of a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or (3) By the shareholders. Notwithstanding the above, Section 1743 of the BCL provides that, to the extent that a director, officer, employee or agent of a business corporation has been successful on the merits or otherwise in defense of any action or proceeding referred to above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith. Section 1745 of the BCL provides that expenses (including attorneys' fees) incurred in defending any action or proceeding may be paid by a business corporation in advance of the final disposition of the action or proceeding upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount if it is ultimately determined that such person is not entitled to be indemnified by the corporation. Section 1746 of the BCL provides that the indemnification and advancement of expenses provided by or granted pursuant to the subchapter on indemnification shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office. Section 1746 also provides that indemnification may not be made in any case where 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 articles of incorporation may not provide for indemnification in the case of willful misconduct or recklessness. 3 Section 1747 of the BCL provides that, unless otherwise restricted in its bylaws, a business 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 domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise, against any liability asserted against such person 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 the director, officer, employee or agent against such liability under the provisions of the subchapter governing indemnification. Section 1747 declares such insurance to be consistent with the public policy of the Commonwealth of Pennsylvania. Section 1750 of the BCL provides that the indemnification and advancement of expenses provided by, or granted pursuant to, the subchapter governing indemnification shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent of the corporation and shall inure to the benefit of the heirs and personal representatives of such director, officer, employee or agent. FCFC By-Laws. Article 23 of the By-Laws of FCFC provides that FCFC shall indemnify any director, officer and/or employee or any former director, officer and/or employee who was or is a party to, or is threatened to be made a party to, or is called as a witness in connection with, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such person is or was a director, officer and/or employee of FCFC, or is or was serving at the request of FCFC as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. In the case of an action or suit by or in the right of the registrant, no indemnification shall be made in respect of a claim, issue or matter as to which such person shall have been adjudged to be liable for misconduct in the performance of his duty to the registrant. Article 23 further provides that, except as may be otherwise ordered by a court, there shall be a presumption that any officer, director and/or employee is entitled to indemnification in the foregoing circumstances unless either a majority of the directors not involved in the proceedings or, if there are less than three such directors, then the holders of one-third of the outstanding shares of FCFC, determine that the person is not entitled to such presumption. In the event of any such determination, a written opinion as to whether or not the parties involved are entitled to indemnification shall be requested from independent counsel. Section 12.3 of the By-Laws of FCFC further provides that except as specifically provided by law, a director of FCFC will not be personally liable for monetary damages with respect to any action taken, or any failure to act, unless such director has breached or failed to perform the duties of his office under Pennsylvania law relating to standard of care and justifiable reliance and the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. Any amendment or repeal 4 of Section 12.3 which has the effect of increasing director liability shall operate prospectively only and shall not affect any action taken, or any failure to act, prior to the adoption of such amendment. FCFC maintains directors' and officers' liability insurance covering its directors and officers with respect to liabilities, including liabilities under the Securities Act of 1933, which they may incur in connection with their serving in such capacity. Under the provisions of this insurance policy, FCFC received reimbursement for amounts as to which the directors and officers are indemnified by FCFC under the indemnification provisions of Article 23 of the By-Laws of FCFC. Such insurance also provides certain additional coverage for the directors and officers against certain liabilities even though such liabilities may not be covered by the indemnification provisions described above. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. 4.1 Incentive Stock Option Agreement dated May 13, 1991, entered into between United National Bancorporation ("UNB") and Robert C. Williams, together with schedule listing substantially identical Incentive Stock Option Agreements with the following individuals: K. Lee Hopkins, Dorothy J. Jamison, Charles L. States, Charles E. James, David P. Stokrp, Catherine A. Cresswell, Homer D. Starr, Jr., and Nancy L. Barber 4.2 Stock Appreciation Rights Agreement dated May 13, 1991, entered into between United National Bancorporation ("UNB") and Robert C. Williams, together with schedule listing substantially identical Stock Appreciation Rights Agreements with the following individuals: K. Lee Hopkins, Dorothy J. Jamison, Charles L. States, Charles E. James, David P. Stokrp, Catherine A. Cresswell, Homer D. Starr, Jr., and Nancy L. Barber. 4.3 Nonstatutory Stock Option Agreement dated March 30, 1992 between Stephen Grippi and Reliable Financial Corporation ("Reliable") 4.4 Stock Option Agreement for Nonemployee Directors dated March 30, 1992 between Peter Calabro and Reliable, together with schedule listing substantially identical Stock Option Agreements with the following individuals: George W. Keith, Eugene Povero and S.A. Russo 4.5 Assumption of Stock Options Agreement, dated September 27, 1994 between FCFC and UNB 4.6 Assumption of Stock Options Agreement, dated September 29, 1994 between FCFC and Reliable 5 4.7* Agreement and Plan of Reorganization dated as of March 25, 1994 between FCFC and UNB and Plan of Merger dated as of March 25, 1994 between FCFC and UNB (incorporated herein by reference to Exhibit 2.1 to FCFC's Registration Statement on Form S-4 (Reg. No. 33-54193) filed with the SEC on June 17, 1994). 4.8* Agreement and Plan of Reorganization dated as of April 21, 1994 between FCFC and Reliable and Plan of Merger dated as of April 21, 1994 between Reliable and Interim Reliable, Inc. (incorporated herein by reference to Exhibit 2.1 to FCFC's Registration Statement on Form S-4 (Reg. No. 33-54381) filed with the SEC on June 30, 1994). 5.1 Opinion of Tomb and Tomb regarding legality of shares of FCFC's Common Stock being registered. 23.1 Consent of Jarret * Stokes & Co., independent certified public accountants. 23.2* Consent of Tomb and Tomb (contained in their opinion filed as exhibit 5.1 hereto). 24.1 Powers of Attorney. *Incorporated herein by reference. 6 ITEM 9. UNDERTAKINGS. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement 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, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by 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. 7 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 Borough of Indiana, Commonwealth of Pennsylvania, on September 30, 1994. FIRST COMMONWEALTH FINANCIAL CORPORATION (Registrant) By /s/E. James Trimarchi E. James Trimarchi, President Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on September 30, 1994. Signature and Capacity /s/E. James Trimarchi E. James Trimarchi, President and Principal Executive Officer and Director * Sumner E. Brumbaugh, Director * E.H. Brubaker, Director * Edward T. Cote, Director * Thomas L. Delaney, Director * Clayton C. Dovey, Jr., Director * Ronald C. Geiser, Director 8 * Johnston A. Glass, Director * A.B. Hallstrom, Director * Thomas J. Hanford, Director * H.H. Heilman, Jr., Director * David F. Irvin, Director * David L. Johnson, Director * Robert F. Koslow, Director * Dale P. Latimer, Director * Joseph W. Proske, Director * Charles J. Szewczyk, Director * David R. Tomb, Jr., Director * John I. Whalley, Jr., Director * John J. Dolan, Senior Vice President, Principal Financial Officer and Principal Accounting Officer 9 *By/s/E. James Trimarchi E. James Trimarchi Attorney-in-Fact 10 EX-4 2 UNITED NB INCENTIVE STOCK OPTION AGREEMENT EXHIBIT 4.1 UNITED NATIONAL BANCORPORATION INCENTIVE STOCK OPTION AGREEMENT THIS AGREEMENT made this 13th day of May, 1991, by and between UNITED NATIONAL BANCORPORATION, a Pennsylvania Business Corporation (the "Corporation") and ROBERT C. WILLIAMS, an employee of Corporation (the "Grantee"). RECITALS A. The Corporation adopted the Stock Option Plan of 1986 (the "Plan") to be effective January 1, 1987. The Plan is administered by the Stock Option Committee of the Board of Directors of the Corporation (the "Committee"). B. The Committee has selected the Grantee as a Participant in the Plan. C. The Grantee and the Corporation desire to enter into this Incentive Stock Option Agreement to set forth the terms and conditions of the option granted to the Grantee under the Plan. NOW THEREFORE, in consideration of the foregoing and with the intent to be legally bound, the parties hereby agree as follows: 1. Grant of Incentive Stock Option. The Corporation hereby grants to the Grantee and the Grantee accepts the right and option (the "Option") to purchase all or any part of Five Thousand (5,000) shares of the Corporation's common stock (the "Option Shares") on the terms and conditions set forth in the Plan and in this Agreement. The Grantee's right to exercise the Option shall commence on the first anniversary of the date of the grant of the Option and shall expire on the tenth anniversary of the date of the grant of the Option (the "Option Period"). The date of the grant of the Option is December 5, 1990. The Grantee may purchase all or part of the Option Shares at any time during the Option Period, unless the Option Period lapses or expires at an earlier time in accordance with the Plan. The shares of the Corporation which are subject to this Option Agreement have been adjusted to reflect all dividends payable in common stock through the date of grant of the Option. 2. Option Price. The purchase price of the Option Shares is Fourteen and NO/100 ($14.00) Dollars per Option Share, the fair market value of the stock on the date of the grant of the Option. 3. Exercise of Option. The Grantee may exercise the Option by delivering to the Secretary of the Corporation a written notice identifying the Option being exercised by stating the date of the relevant Option grant, stating the number of Option Shares being purchased and enclosing the purchase price. 4. Option Plan. The Grantee acknowledges having received a copy of the Corporation's Stock Option Plan of 1986. The Grantee understands that notwithstanding anything contained in this Agreement that the Option shall be subject to all of the terms and conditions set forth in the Plan. Unless otherwise noted to the contrary, the definition of terms in the Plan also apply to this Agreement. 5. Lapse of Option. The Option may expire, prior to the end of the Option Period, as set forth in Sections IX, X and XI of the Plan. 6. Nontransferability of Option. The Option may not be transferred other than by will or the laws of descent and distribution. It is exercisable, during the Grantee's lifetime, only by the Grantee. 7. Delivery by the Corporation. As soon as practicable after the exercise of the Option by the Grantee and the receipt by the Corporation of the purchase price specified in Paragraph 2 hereof and any other items specified in this Agreement or the Plan, the Corporation shall deliver to the Grantee certificates issued in the Grantee's name for the number of Option Shares 2 purchased through exercise of the Option. If delivery is by mail, delivery of such shares of stock shall be deemed effected when a stock transfer agent of the Corporation shall have deposited the certificates in the United States Mail, addressed to the Grantee. 8. Stock Appreciation Rights. The Option has been granted in conjunction with a related Stock Appreciation Right, pursuant to the Plan and a Stock Appreciation Rights Agreement executed on even date herewith. The Option will be terminated in part or in whole to the extent that the Grantee exercises the related Stock Appreciation Right. 9. Addresses. All notices or statements required to be given to either party shall be in writing and shall be personally delivered or sent in the case of the Corporation to its principal business office and in the case of the Grantee to his address as shown on the records of the Corporation or to such address as the Grantee designates in writing. Notice of any change of address shall be sent to the other party by certified or registered mail. It shall be conclusively presumed that any notice or statement properly addressed and mailed bearing the required postage has been delivered to the party to which it is addressed. 10. Restrictions Imposed by Law. Notwithstanding any other provision of this Agreement, the Grantee shall not exercise the Option and the Corporation will not be obligated to deliver any Option Shares, if counsel to the Corporation determines that such exercise or delivery would violate any law or regulation of any governmental authority or any agreement between the Corporation and any national securities exchange upon which the Option Shares are or may be listed. The corporation shall not be obligated to take any affirmative steps to cause the exercise of the Option or the resulting delivery of the Option Shares to comply with any law or regulation of any governmental authority. 11. Governing Law. This Agreement shall be construed, administered and governed in all respects under the laws of the 3 Commonwealth of Pennsylvania. 12. Counterpart Execution. This Agreement may be executed in two or more counterparts each of which shall have the same force and effect as an original agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. WITNESS: GRANTEE: /s/Dorothy J. Jamison /s/Robert C. Williams [SEAL] ATTEST: UNITED NATIONAL BANCORPORATION /s/Dorothy J. Jamison By: /s/Robert C. Williams Dorothy J. Jamison Robert C. Williams Secretary President 4 SCHEDULE TO EXHIBIT 4.1 Incentive Stock Option Agreements were entered into between United National Bancorporation and the individuals listed below on May 13, 1991, May 7, 1991 and February 25, 1993. Except as otherwise stated below, these agreements are substantially identical to that filed as Exhibit 4.1, differing only in the number of shares granted. Parties to Incentive Stock Option Agreements with United National Bancorporation: Robert C. Williams K. Lee Hopkins Dorothy J. Jamison Charles L. States Charles E. James David P. Stokrp Catherine A. Cresswell Homer D. Starr, Jr. Nancy L. Barber EX-4 3 UNITED NB STOCK APRECIATION RIGHTS AGREEMENT EXHIBIT 4.2 UNITED NATIONAL BANCORPORATION STOCK APPRECIATION RIGHTS AGREEMENT THIS AGREEMENT is entered into this 13th day of May, 1991, by and between UNITED NATIONAL BANCORPORATION, a Pennsylvania Business Corporation (the "Corporation") and ROBERT C. WILLIAMS, an employee of Corporation (the "Grantee"). RECITALS A. The Corporation adopted the Stock Option Plan of 1986 (the "Plan") to be effective January 1, 1987. The Plan provides for the grant of Stock Appreciation Rights ("SARs") to certain key employees, officers and directors of the Corporation. B. The Plan is administered by the Stock Option Committee of the Board of Directors of the Corporation (the "Committee"). C. The Committee has selected the Grantee as a participant in the Plan. D. The Grantee and the Corporation desire to enter into this Agreement to set forth the terms and conditions of the SAR granted to the Grantee under the Plan. NOW THEREFORE, in consideration of the foregoing and with the intent to be legally bound, the parties hereby agree as follows: 1. Grant of SAR. The Corporation hereby grants to the Grantee and the Grantee hereby accepts a total of 5,000 SARs denominated the shares of common stock of the Corporation on the terms and conditions set forth in the Plan and in this Agreement. The date of the grant of the SARs is December 5, 1990. 2. Related Option. The SARs have been granted to the Grantee in conjunction with a related incentive stock option (the "Related Option") pursuant to the Plan and an Incentive Stock Option Agreement between the Corporation and the Grantee executed on even date herewith. 3. Subject to Plan. The Grantee acknowledges having received a copy of the Corporation's Stock Option Plan of 1986. The Grantee understands that notwithstanding anything contained in this Agreement that the SARs shall be subject to all the terms and conditions set forth in the Plan. Unless otherwise noted to the contrary, the definitions of terms in the Plan also apply to this Agreement. 4. Exercise of SARs. The Grantee's right to exercise the SARs shall commence on the first anniversary of the date of the grant of the SARs and shall expire on the tenth anniversary of the date of the grant of the SARs (the "Exercise Period"). Further SARs may be exercised only when the Related Option is eligible to be exercised. Subject to the foregoing, the Grantee may exercise all or part of the SARs at any time during the Exercise Period, unless the Exercise Period lapses or expires at an earlier time in accordance with the Plan. The exercise of SARs will cause an equal number of shares of the Related Option to be canceled. SARs may be exercised only when there is a positive difference between the option price of the Related Option and the fair market value of the Corporation's stock on the date of exercise. 5. Nontransferability of Rights. The Grantee's rights under this Agreement and the Plan are non-transferable by Employee other than by will or the laws of descent and distribution. During the lifetime of the Grantee, SARs may be exercised only by the Grantee. SARs exercisable after the death of the Grantee may be exercised only by the legatees, personal representatives or distributees of the Grantee. 6. Manner of Exercise. The Grantee may exercise the SARs by delivering to the Secretary of the Corporation, from time to time, written notice specifying the particular grant and number of SARs the Grantee desires to exercise. 2 7. Payment. Payments to the Grantee by Corporation upon the exercise of SARs shall be made in the form of all cash, all shares of stock of the Corporation, or partly in cash and partly in shares of stock of the Corporation as the Committee in its discretion shall elect. Payment for each exercised SAR shall be for an amount not greater than the difference between the option price of the Related Option and the fair market value of the stock of the Corporation on the date of exercise of the SAR. 8. Termination of SARs. The SARs that are the subject of this Agreement shall terminate at the time and in the manner specified in the Plan. All such SARs shall expire no later than the expiration of the Related Option. If neither an SAR nor the Related Option is exercised before the end of the Exercise Period, such SAR, to the extent exercisable, shall be deemed exercised and a payment in the amount and manner prescribed in the Plan shall be paid to the Grantee. 9. Addresses. All notices or statements required to be given to either party shall be in writing and shall be personally delivered or sent in the case of the Corporation to its principal business office and in the case of the Grantee to his address as shown on the records of the Corporation or to such address as the Grantee designates in writing. Notice of any change of address shall be sent to the other party by certified or registered mail. It shall be conclusively presumed that any notice or statement properly addressed and mailed bearing the required postage has been delivered to the party to which it is addressed. 10. Restrictions Imposed by Law. Notwithstanding any other provision of this Agreement, the Grantee shall not exercise the SARs and the Corporation will not be obligated to make any payment, if counsel to the Corporation determines that such exercise or payment would violate any law or regulation of any governmental authority or any agreement between the Corporation and any national securities exchange upon which the stock of the Corporation is or may be listed. The Corporation shall not be obligated to take any affirmative steps to cause the exercise of 3 the SARs to comply with any law or regulation of any governmental authority. 11. Governing Law. This Agreement shall be construed, administered and governed in all respects under the laws of the Commonwealth of Pennsylvania. 12. Counterpart Execution. This Agreement may be executed in two or more counterparts each of which shall have the same force and effect as an original agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. WITNESS: GRANTEE: /s/Dorothy J. Jamison /s/Robert C. Williams [SEAL] ATTEST: UNITED NATIONAL BANCORPORATION /s/Dorothy J. Jamison By: /s/Robert C. Williams Dorothy J. Jamison Robert C. Williams Secretary President 4 SCHEDULE TO EXHIBIT 4.2 Stock Appreciation Rights Agreements were entered into between United National Bancorporation and the individuals listed below on May 13, 1991, May 7, 1991 and February 25, 1993. Except as otherwise stated below, these agreements are substantially identical to that filed as Exhibit 4.2, differing only in the number of shares to which the rights are related. Parties to Incentive Stock Option Agreements with United National Bancorporation: Robert C. Williams K. Lee Hopkins Dorothy J. Jamison Charles L. States Charles E. James David P. Stokrp Catherine A. Cresswell Homer D. Starr, Jr. Nancy L. Barber EX-4 4 RELIABLE NONSTATUTORY STOCK OPTION AGREEMENT Exhibit 4.3 RELIABLE FINANCIAL CORPORATION NONSTATUTORY STOCK OPTION AGREEMENT Optionee: Stephen Grippi Date of Grant: March 30, 1992 Price Per Share: $10.00 Number of Option Shares: 12,000 THIS STOCK OPTION AGREEMENT (the "Agreement") dated the 30th day of March, 1992 between RELIABLE FINANCIAL CORPORATION ("Reliable Financial") and Stephen Grippi (the "Optionee"); WITNESSETH: I. Pursuant to the provisions of the RELIABLE FINANCIAL CORPORATION 1992 INCENTIVE STOCK OPTION PLAN (the "Plan"), Reliable Financial hereby grants to the Optionee a stock option to purchase 12,000 shares (the "Option Shares") of the Common Stock of Reliable Financial ("Common Stock") at a price of $10.00 per share. II. The option shall expire ten years and one day from the Date of Grant (the "Expiration Date"), subject to earlier termination as provided in the Plan and in this Agreement. The option shall not be treated as an incentive stock option as defined in Section 422A of the Internal Revenue Code of 1986, as amended (the "Code"). III. Subject to the other provisions of the Plan and this Agreement regarding the exercisability of the option, the option may be exercised from time to time as to all or any of the Option 'Shares not previously purchased under the option in accordance with the following schedule: Date(s) on Which Options Number of Become Exercisable Option Shares First Anniversary of Date of Grant 4,000 Second Anniversary of Date of Grant 4,000 Third Anniversary of Date of Grant 4,000 IV. The option may not be exercised after the expiration of a period of three (3) months from the date of the Optionee's termination of employment, unless such termination of employment occurs by reason of death or disability within the meaning of Section 22(e)(3) of the Code. In the event of the Optionee's death while an employee of Reliable Financial or any subsidiary the unexercised portion of the option may be exercised by his personal representatives, heirs or legatees at any time prior to the expiration of two (2) years from the date of his death. In the event of the Optionee's termination of employment because of disability within the meaning of Section 22(e)(3) of the Code, the unexercised portion of the option shall expire unless exercised within one (l) year from the date of such termination. In no event may the option be exercised after the Expiration Date. V. The option is not transferable by the Optionee other than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code or the Employee Retirement Income Security Act, or the regulations issued thereunder. VI. In order to exercise the option, in whole or in part, the Optionee shall give written notice to Reliable Financial at its principal office, specifying the number of shares purchased and the purchase price being paid, and accompanied by the payment of the purchase price. Such purchase price may be paid in cash, a certified check or a bank check payable to Reliable Financial, or in whole shares of Common Stock evidenced by negotiable certificates, valued at their fair market value on the date of exercise. Upon receipt of payment Reliable Financial shall deliver to the Optionee (or other person entitled to exercise the option) a certificate or certificates for such shares of Option Stock. If certificates representing shares of Common Stock are used to pay all or part of the purchase price of the option, separate certificates shall be delivered by Reliable Financial representing the same number of shares as each certificate so used and an additional certificate shall be delivered representing the additional shares to which the Optionee is entitled as a result of exercise of the option. VII. Option Shares shall not be transferrable by the Optionee until six months after the date of the grant of the related options, unless Reliable Financial consents to the transfer. The Optionee acknowledges that if Option Shares are not held for at least six months from the date of the grant of the related options, the grant of the option will be considered a purchase that may be matched against any sales of Reliable Financial stock occurring within six months of the grant and may create liability for the Optionee pursuant to Section 16(b) of the Securities Exchange Act of 1934. VIII. All the terms and provisions of the Plan, a copy of which is 2 attached hereto, are hereby expressly incorporated into this Agreement and made a part hereof as if printed herein. This Agreement shall be binding upon and inure to the benefit of any successor or assignee of Reliable Financial and to any executor, administrator, legal representative, legatee, or distributee entitled by law to the Optionee's rights hereunder. IN WITNESS WHEREOF, Reliable Financial has caused this Agreement to be executed on its behalf of its duly authorized officer and to be sealed with its corporate seal, attested by its Secretary or Assistant Secretary, and the Optionee has hereunto set his hand, as of the day and year written above. RELIABLE FINANCIAL CORPORATION By: /s/Peter Calabro As its: Trustee ATTEST: /s/Jean L. David /s/Stephen Grippi Secretary Optionee 3 EX-4 5 RELIABLE STK OPTION AGREE FOR NONEMPLOYEE DIRECTOR Exhibit 4.4 RELIABLE FINANCIAL CORPORATION STOCK OPTION AGREEMENT FOR NONEMPLOYEE DIRECTORS Optionee: Peter Calabro Date of Grant: March 30, 1992 Price Per Share: $10.00 Number of Option Shares: 5,500 THIS STOCK OPTION AGREEMENT (the "Agreement") dated the 30th day of March, 1992 between RELIABLE FINANCIAL CORPORATION ("Reliable Financial") and Peter Calabro (the "Optionee"); WITNESSETH: I. Pursuant to the provisions of the RELIABLE FINANCIAL CORPORATION 1992 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS, (the "Directors' Option Plan" or "Directors' Plan"), Reliable Financial hereby grants to the Optionee (i) a stock option to purchase 5,500 shares (the "Option Shares") of the Common Stock of Reliable Financial ("Common Stock") at a price of $10.00 per share. II. The option shall expire ten years and one day from the Date of Grant (the "Expiration Date"), subject to earlier termination as provided in the Directors' Option Plan and in this Agreement. The option shall not be treated as an incentive stock option as defined in Section 422A of the Internal Revenue Code of 1986, as amended (the "Code"). III. Subject to the other provisions of the Directors' Option Plan and this Agreement regarding the exercisability of the option, the option may be exercised from time to time as to all or any of the Option Shares not previously purchased under the option in accordance with the following schedule: Date(s) on Which Options Number of Become Exercisable Option Shares First Anniversary of Date of Grant 1,833 Second Anniversary of Date of Grant 1,833 Third Anniversary of Date of Grant 1,834 IV. The option may not be exercised after the expiration of a period of three (3) months from the date of termination of the Optionee's directorship, unless such termination occurs by reason of death or disability within the meaning of Section 22(e) of the Code. In the event of the Optionee's death while a Director of Reliable Financial, the unexercised portion of the option may be exercised by his personal representatives, heirs or legatees at any time prior to the expiration of two (2) years from the date of his death. In the event of the Optionee's termination of his directorship because of disability within the meaning of Section 22(e)(3) of the Code, the unexercised portion of the option shall expire unless exercised within one (l) year from the date of such termination. In no event may the option be exercised after the Expiration Date. V. The option is not transferable by the Optionee other than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code or the Employee Retirement Income Security Act, or the regulations thereunder. VI. In order to exercise the option, in whole or in part, the Optionee shall give written notice to Reliable Financial at its principal office, specifying the number of shares purchased and the purchase price being paid, and accompanied by the payment of the purchase price. Such purchase price may be paid in cash, a certified check or a bank check payable to Reliable Financial or in whole shares of Common Stock evidenced by negotiable certificates, valued at their fair market value on the date of exercise. Upon receipt of payment Reliable Financial shall deliver to the Optionee (or other person entitled to exercise the option) a certificate or certificates for such shares of Option Stock. If certificates representing shares of Common Stock are used to pay all or part of the purchase price of the option, separate certificates shall 'be delivered by Reliable Financial representing the same number of shares as each certificate so used and an additional certificate shall be delivered representing the additional shares to which the Optionee is entitled as a result of exercise of the option. VII. Option Shares shall not be transferrable by the Optionee until six months after the date of the grant of the related options, unless Reliable Financial consents to the transfer. The Optionee acknowledges that if Option Shares are not held for at least six months from the date of the grant of the related options, the grant of the option will be considered a purchase that may be matched against any sales of Reliable Financial stock occurring within six months of the grant and may create liability for the Optionee pursuant to Section 16(b) of the Securities Exchange Act of 1934. VIII. All the terms and provisions of the Directors' Option Plan, a copy of which is attached hereto, are hereby expressly incorporated into this Agreement and made a part hereof as if printed herein. 2 IX. This Agreement shall be binding upon and inure to the benefit of any successor or assignee of Reliable Financial and to any executor, administrator, legal representative, legatee, or distributee entitled by law to the Optionee's rights hereunder. IN WITNESS WHEREOF, Reliable Financial has caused this Agreement to be executed on its behalf by its duly authorized officer and to be sealed with its corporate seal, attested by its Secretary or Assistant Secretary, and the Optionee has hereunto set his hand, as of the day and year written above. RELIABLE FINANCIAL CORPORATION By: /s/Peter Calabro As its: Trustee ATTEST: /s/Jean L. David /s/Peter Calabro Secretary Optionee 3 SCHEDULE TO EXHIBIT 4.4 Stock Option Agreements were entered into between Reliable Financial Corporation and the individuals listed below on March 30, 1992. Except as otherwise stated below, these agreements are substantially identical to that filed as Exhibit 4.4. Parties to Stock Option Agreements with Reliable Financial Corporation: Peter Calabro George W. Keith Eugene Povero S.A. Russo EX-4 6 UNITED ASSUMPTION OF STOCK OPTIONS Exhibit 4.5 ASSUMPTION OF STOCK OPTIONS AGREEMENT made as of September 27, 1994 by FIRST COMMONWEALTH FINANCIAL CORPORATION, a Pennsylvania corporation ("FCFC"), and UNITED NATIONAL BANCORPORATION, a Pennsylvania orporation ("United"). WITNESSETH: WHEREAS, the Agreement and Plan of Reorganization made as of March 25, 1994 (the "Reorganization Agreement") by FCFC and United provides that, upon the effective date of the merger described in the Reorganization Agreement (the "Effective Date"), FCFC shall assume all outstanding stock options and stock appreciation rights held by United employees (the "United Optionees"). NOW, THEREFORE, the parties hereto, each intending to be legally bound hereby, agree as follows: 1. Effective on the Effective Date, FCFC hereby assumes pursuant to the Reorganization Agreement the obligation of United under all presently outstanding stock option agreements or stock appreciation rights agreements ("United Options") held by United Optionees and agrees that upon exercise of a United Option, FCFC will issue and deliver to the optionee shares of common stock, par value $1 per share, of FCFC (the "FCFC Common Stock") instead of shares of common stock, par value $2.50 per share, of United (the "United Common Stock"), at the rate of 2 shares of FCFC Common Stock for each share of United Common Stock covered by the option or cash in the case of stock appreciation rights; provided, however, FCFC shall not issue any fractional shares of its Common Stock and any fractional shares that result from the conversion shall be disregarded. 2. Subsequent to the Effective Date, each United Option hereby assumed shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any FCFC stock split, stock dividend, recapitalization or other similar transaction. WITNESS the due execution hereof on the date first above written. UNITED NATIONAL BANCORPORATION FIRST COMMONWEALTH FINANCIAL CORPORATION By /s/Robert C. Williams By /s/E. James Trimarchi President Chairman By /s/Dorothy J. Jamison By /s/David R. Tomb, Jr. Secretary Secretary EX-4 7 RELIABLE ASSUMPTION OF STOCK OPTIONS Exhibit 4.6 ASSUMPTION OF STOCK OPTIONS AGREEMENT made as of September 29, 1994 by FIRST COMMONWEALTH FINANCIAL CORPORATION, a Pennsylvania corporation ("FCFC"), and RELIABLE FINANCIAL CORPORATION, a Delaware corporation ("Reliable"). WITNESSETH: WHEREAS, the Agreement and Plan of Reorganization made as of April 21, 1994 (the "Reorganization Agreement") by FCFC and Reliable provides that, upon the effective date of the merger described in the Reorganization Agreement (the "Effective Date"), FCFC shall assume all outstanding stock options held by Reliable employees or directors (the "Reliable Optionees"). NOW, THEREFORE, the parties hereto, each intending to be legally bound hereby, agree as follows: 1. Effective on the Effective Date, FCFC hereby assumes pursuant to the Reorganization Agreement the obligation of Reliable under all presently outstanding stock option agreements ("Reliable Options") held by Reliable Optionees and agrees that upon exercise of a Reliable Option, FCFC will issue and deliver to the optionee shares of common stock, par value $1 per share, of FCFC (the "FCFC Common Stock") instead of shares of common stock, par value $.01 per share, of Reliable (the "Reliable Common Stock"), at the rate of 1.6 shares of FCFC Common Stock for each share of Reliable Common Stock covered by the option; provided, however, FCFC shall not issue any fractional shares of its Common Stock and any fractional shares that result from the conversion shall be disregarded. 2. Subsequent to the Effective Date, each Reliable Option hereby assumed shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any FCFC stock split, stock dividend, recapitalization or other similar transaction. WITNESS the due execution hereof on the date first above written. RELIABLE FINANCIAL CORPORATION FIRST COMMONWEALTH FINANCIAL CORPORATION By /s/Stephen Grippi By /s/E. James Trimarchi President Chairman By /s/Jean L. David By /s/David R. Tomb, Jr. Secretary Secretary EX-5 8 LEGAL OPINION Exhibit 5.1 TOMB AND TOMB Attorneys at Law 402 Indiana Theatre Building Indiana, Pennsylvania 15701 September 26, 1994 First Commonwealth Financial Corporation Old Courthouse Square 22 North Sixth Street Indiana, Pennsylvania 15701 Gentlemen: We have acted as counsel to First Commonwealth Financial Corporation ("FCFC") in connection with (a) the Agreement and Plan of Reorganization made as of March 25, 1994 by FCFC and United National Bancorporation ("United") (the "United Reorganization Agreement") and (b) the Agreement and Plan of Reorganization made as of April 21, 1994 by FCFC and Reliable Financial Corporation ("Reliable") (the "Reliable Reorganization Agreement"; the United Reorganization Agreement and the Reliable Reorganization Agreement are collectively called the "Reorganization Agreements"). The Reorganization Agreements provide for the acquisition of United and Reliable by FCFC. In connection with the acquisitions, FCFC will assume pursuant to the Reorganization Agreements the outstanding stock option agreements of United and Reliable, and the stock option agreements will be converted into and become rights with respect to an aggregate of 117,423 shares of common stock, par value $1 per share, of FCFC (the "FCFC Common Stock") to be issued by FCFC if all the options are exercised. We have also acted as counsel to FCFC in connection with the Registration Statement on Form S-8 (the "Registration Statement") to be filed by FCFC with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933, as amended, the 117,423 shares of FCFC Common Stock which may be issued upon exercise of the foregoing stock options. This opinion is being furnished to you for the purpose of being filed as an Exhibit to the Registration Statement. In connection with this opinion, we have examined, among other things: (1) An executed copy of the Reorganization Agreements; (2) An executed copy of the Assumption of Stock Options Agreement made as of September 27, 1994 by FCFC and United, and an executed copy of the Assumption of Stock Options Agreement made as of September 29, 1994 by FCFC and Reliable; (3) A copy of the Articles of Incorporation and By-Laws of FCFC as in effect on the date hereof; and (4) Copies of resolutions adopted by the Board of Directors of FCFC, including resolutions approving the Reorganization Agreements. Based upon the foregoing and upon an examination of such other documents, corporate proceedings, statutes and decisions as we have considered necessary to enable us to furnish this opinion, and assuming that the acquisitions are consummated in accordance with the terms of the Reorganization Agreements, we are pleased to advise you that in our opinion, the shares of FCFC Common Stock to be issued upon the exercise of the foregoing stock options will be duly authorized, validly issued, fully paid and nonassessable shares of FCFC Common Stock. We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement and to all references to us therein. Very truly yours, TOMB AND TOMB 2 EX-23 9 ACCOUNTANTS CONSENT Exhibit 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 2, 1994, with respect to the consolidated financial statements of First Commonwealth Financial Corporation and subsidiaries incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 1993 filed with the Securities and Exchange Commission. JARRETT * STOKES & CO. Indiana, Pennsylvania September 22, 1994 EX-24 10 POWER OF ATTORNEY EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints E. James Trimarchi, David R. Tomb, Jr. and Joseph E. O'Dell, and each of them, with full power to act without the others, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments (including post-effective amendments) hereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. Signature and Capacity Date /s/E. James Trimarchi 9/13/94 E. James Trimarchi (Principal Executive Officer and Director) /s/John J. Dolan 9/13/94 John J. Dolan (Principal Financial Officer and Principal Accounting Officer) /s/E. H. Brubaker 9/13/94 E. H. Brubaker (Director) /s/Sumner E. Brumbaugh 9/13/94 Sumner E. Brumbaugh (Director) /s/Edward T. Cote 9/20/94 Edward T. Cote (Director) /s/Thomas L. Delaney 9/13/94 Thomas L. Delaney (Director) /s/Clayton C. Dovey, Jr. 9/16/94 Clayton C. Dovey, Jr. (Director) /s/Ronald C. Geiser 9/13/94 Ronald C. Geiser (Director) /s/Johnston A. Glass 9/13/94 Johnston A. Glass (Director) /s/A. B. Hallstrom 9/16/94 A. B. Hallstrom (Director) /s/Thomas J. Hanford 9/16/94 Thomas J. Hanford (Director) /s/H. H. Heilman, Jr. 9/13/94 H. H. Heilman, Jr. (Director) /s/David F. Irvin 9/22/94 David F. Irvin (Director) /s/David L. Johnson 9/22/94 David L. Johnson (Director) 2 /s/Robert F. Koslow 9/13/94 Robert F. Koslow (Director) /s/Dale P. Latimer 9/13/93 Dale P. Latimer (Director) /s/Joseph W. Proske 9/16/94 Joseph W. Proske (Director) /s/Charles J. Szewczyk 9/21/94 Charles J. Szewczyk (Director) /s/David R. Tomb, Jr. 9/13/94 David R. Tomb, Jr. (Director) /s/John I. Whalley, Jr. 9/21/94 John I. Whalley, Jr. (Director) /s/Robert C. Williams 9/28/94 Robert C. Williams (Director) 3 -----END PRIVACY-ENHANCED MESSAGE-----