-----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, EKWrBXm2eDuSfQyrIxYY3yzoGTG+wy9TShVbHy3NhJgSJK5ZByedKWu5CuN+Nout 7edm9gqCnU0oa3Nrg3pQNQ== 0000737468-96-000015.txt : 19961002 0000737468-96-000015.hdr.sgml : 19961002 ACCESSION NUMBER: 0000737468-96-000015 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 REFERENCES 429: 033-23048 FILED AS OF DATE: 19961001 EFFECTIVENESS DATE: 19961001 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: WASHINGTON TRUST BANCORP INC CENTRAL INDEX KEY: 0000737468 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 050404671 STATE OF INCORPORATION: RI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-13167 FILM NUMBER: 96637760 BUSINESS ADDRESS: STREET 1: 23 BROAD ST CITY: WESTERLY STATE: RI ZIP: 02891 BUSINESS PHONE: 4013481200 S-8 1 As filed with the Securities and Exchange Commission on October 1, 1996. Registration No. 33- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- WASHINGTON TRUST BANCORP, INC. (Exact name of registrant as specified in its charter) Rhode Island 05-0404671 (State of Incorporation) (IRS Employer Identification No.) 23 Broad Street, Westerly, Rhode Island 02891 (Address of principal executive offices) (zip code) Washington Trust Bancorp, Inc. Amended and Restated 1988 Stock Option Plan Washington Trust Bancorp, Inc. 1996 Directors' Stock Plan (Full title of Plans) Joseph J. Kirby Chairman and Chief Executive Officer Washington Trust Bancorp, Inc. 23 Broad Street, Westerly, Rhode Island 02891 (401)348-1200 (Name and address of agent for service) Copies to: Jayne M. Donegan, Esquire Brown, Rudnick, Freed & Gesmer One Providence Washington Plaza Providence, Rhode Island 02903 CALCULATION OF REGISTRATION FEE
- ------------------------- ------------------- ---------------------- ------------------------- ---------------------- Proposed maximum Proposed maximum Title of securities Amount to be offering price per aggregate offering Amount of to be registered registered (2) share price registration fee - ------------------------- ------------------- ---------------------- ------------------------- ---------------------- Common Share Purchase Rights (1) 901,700 --- (3) --- (3) --- Common Stock, $.0625 1,700 shares $41.00 (5) $69,700.00 $100.00 par value(4) - ------------------------- ------------------- ---------------------- ------------------------- ---------------------- (1) On August 15, 1996, the Board of Directors of the Corporation declared a dividend of one common share purchase right (the "Rights") for each share of Common Stock outstanding on September 3, 1996. The 901,700 Rights registered hereby represents one Right that may be issued in connection with each share of Common Stock issuable upon exercise of options granted or to be granted under the Corporation's Amended and Restated 1988 Stock Option Plan and in connection with each share of Common Stock issued under the Corporation's 1996 Directors' Stock Plan. (2) Such presently indeterminable number of additional shares of Common Stock and Rights are also registered hereunder as may be issued in the event of a merger, consolidation, reorganization, recapitalization, stock dividend, stock split or other similar change in Common Stock. (3) The Rights are not separately transferable apart from the Common Stock, nor are they exercisable until the occurrence of certain events. Accordingly, no independent value has been attributed to the Rights. (4) To be issued to certain Directors of the Corporation pursuant to the Corporation's 1996 Directors' Stock Plan. (5) Estimated solely for the purpose of determining the registration fee pursuant to Rule 457 under the Securities Act of 1933, as amended, on the basis of the average high and low prices for the Corporation's Common Stock on September 27 , 1996, as reported by the Nasdaq Stock Market.
=============================================================================== Pursuant to Rule 429 under the Securities Act of 1933, this Registration Statement also incorporates by reference and serves as Post-Effective Amendment No. 2 to Registration Statement No. 33-23048 on Form S-8, filed with respect to the Common Stock issuable with respect to the Registrant's Amended and Restated 1988 Stock Option Plan; Registration Statement No. 33-23048 is also amended to reflect that the number of shares registered thereunder has been increased to 900,000 as a result of a three-for-two stock split declared by the Board of Directors of the Corporation which will become effective on October 15, 1996. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The Corporation hereby incorporates by reference into this Registration Statement the following documents: (a) The Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1995. (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") since the end of the fiscal year covered by the Annual Report referred to in (a) above. (c) The description of the Rights which is contained in the Corporation's Registration Statement on Form 8-A filed pursuant to Section 12 of the Exchange Act on August 16, 1996, and Amendment No. 1 on Form 8-A/A thereto, and all amendments thereto and reports filed for the purpose of updating such description and the description of the Corporation's Common Stock which is contained in its Registration Statement filed under the Exchange Act, including all amendments and reports updating such description. All documents filed by the Corporation pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the date hereof and 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 hereby incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of 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 of this registration statement to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. ITEM 4. DESCRIPTION OF SECURITIES. Not Applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The legality of the Rights to be issued in connection with Common Stock issuable upon exercise of the options granted or to be granted under the Amended and Restated 1988 Stock Option Plan and the Common Stock to be issued under the 1996 Directors' Stock Plan has been passed upon for the Corporation by Brown, Rudnick, Freed & Gesmer, One Providence Washington Plaza, Providence, Rhode Island 02903. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Corporation's By-laws provide for indemnification to the extent permitted by Section 7-1.1-4.1 of the Rhode Island Business Corporation Law, as amended. Such section, as adopted by the By-laws, requires the Corporation to indemnify directors, officers, employees or agents against judgments, penalties, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees, paid or incurred in connection with any proceeding to which such director, officer, employee or agent or his legal representative may be a party (or for testifying when not a party) by reason of his being a director, officer, employee or agent, provided that such director, officer, employee or agent shall have acted in good faith and shall have reasonably believed (a) if he was acting in his official capacity that his conduct was in the Corporation's best interests, (b) in all other cases that his conduct was at least not opposed to its best interests, and (c) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. The Corporation's By-laws provide that such rights to indemnification are contract rights and that the expenses incurred by an indemnified person shall be paid in advance of a final disposition of any proceeding; provided, however, that if required under applicable law, such person delivers a written affirmation that he has met the standards of care required under such provisions to be entitled to indemnification. With respect to possible indemnification of directors, officers and controlling persons of the Corporation for liabilities arising under the Securities Act of 1933, as amended (the "Act") pursuant to such provisions, the Corporation is aware that the Securities and Exchange Commission has publicly taken the position that such indemnification is against public policy as expressed in the Act and is, therefore unenforceable. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable. ITEM 8. EXHIBITS. Number Description 4.1 Restated Articles of Incorporation of the Registrant -- Filed as Exhibit 3.(i) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1994.* 4.2 By-laws of the Registrant -- Filed as Exhibit 3.(ii) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1990.* 4.3 Rights Agreement between the Registrant and The Washington Trust Company dated as of August 15, 1996 (including Form of Right Certificate attached thereto as Exhibit A) -- Filed as Exhibit 1 to the Registrant's Registration Statement on Form 8-A. 5 Legal Opinion of Brown, Rudnick, Freed & Gesmer. 23.1 Consent of KPMG Peat Marwick LLP. 23.2 Consent of Brown, Rudnick, Freed & Gesmer is included in their legal opinion filed as Exhibit 5 hereof. 24 Power of Attorney (included on the signature page of this Registration Statement). 99.1 The Registrant's Amended and Restated 1988 Stock Option Plan -- Filed as Exhibit 10.4 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1994.* 99.2 Vote of the Board of Directors of the Corporation which constitutes the Corporation's 1996 Directors' Stock Plan. - -------------- * Not filed herewith. In accordance with Rule 411 promulgated pursuant to the Securities Act of 1933, as amended, reference is made to the documents previously filed with the Commission, which are incorporated by reference herein. 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 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 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. 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 Town of Westerly, State of Rhode Island, on September 30, 1996. WASHINGTON TRUST BANCORP, INC. By: Joseph J. Kirby ------------------- Joseph J. Kirby Chairman and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints Joseph J. Kirby and David V. Devault and each of them (with full power to each of them to act alone), 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 any or all amendments (including post-effective amendments) to this Registration Statement, 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 in and about the premises, 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. 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 Joseph J. Kirby Chairman and Chief Executive September 30, 1996 - ------------------- Officer and Director Joseph J. Kirby (Principal Executive Officer) David V. Devault Vice President and Chief September 30, 1996 - -------------------- Financial Officer (Principal David V. Devault Financial and Accounting Officer) Gary P. Bennett Director September 30, 1996 - ------------------- Gary P. Bennett Larry J. Hirsch Director September 30, 1996 - -------------------- Larry J. Hirsch Director September____, 1996 - -------------------- Mary E. Kennard Director September____, 1996 - -------------------- Steven J. Crandall Director September____, 1996 - ------------------- Richard A. Grills Director September____, 1996 - ------------------------- James W. McCormick, Jr. Victor J. Orsinger, II Director September 30, 1996 - ------------------------- Victor J. Orsinger, II Director September____, 1996 - -------------------- James P. Sullivan Neil H. Thorp Director September 30, 1996 - ----------------- Neil H. Thorp Katherine W. Hoxsie Director September 30, 1996 - --------------------- Katherine W. Hoxsie Brendan P. O'Donnell Director September 30, 1996 - ---------------------- Brendan P. O'Donnell Director September____, 1996 - ---------------------- Anthony J. Rose, Jr. John C. Warren Director September 30, 1996 - ------------------- John C. Warren EXHIBIT INDEX Number Description Reference 4.1 Restated Articles of Incorporation of the Registrant -- Filed as Exhibit 3.(i) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1994.* 4.2 By-laws of the Registrant -- Filed as Exhibit 3.(ii) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1990.* 4.3 Rights Agreement between the Registrant and The Washington Trust Company dated as of August 15, 1996 (including Form of Right Certificate attached thereto as Exhibit A) -- Filed as Exhibit 1 to the Registrant's Registration Statement on Form 8-A. 5 Legal Opinion of Brown, Rudnick, Freed & Gesmer. 23.1 Consent of KPMG Peat Marwick LLP. 23.2 Consent of Brown, Rudnick, Freed & Gesmer is included in their legal opinion filed as Exhibit 5 hereof. 24 Power of Attorney (included on the signature page of this Registration Statement). 99.1 The Registrant's Amended and Restated 1988 Stock Option Plan -- Filed as Exhibit 10.4 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1994.* 99.2 Vote of the Board of Directors of the Corporation which constitutes the 1996 Directors' Stock Plan. * Not filed herewith. In accordance with Rule 411 promulgated pursuant to the Securities Act of 1933, as amended, reference is made to the documents previously filed with the Commission, which are incorporated by reference herein. EX-5 2 (LOGO HERE) BROWN RUDNICK FREED & GESMER A Partnership of Professional Corporations ONE OLD STONE SQUARE PROVIDENCE, RHODE ISLAND 02903 401-276-2600 FAX: 401-276-2601 Boston/Hartford October 1, 1996 Washington Trust Bancorp, Inc. 23 Broad Street Westerly, Rhode Island 02891 RE: Registration Statement on Form S-8 Ladies and Gentlemen: We are general counsel to Washington Trust Bancorp, Inc., a Rhode Island corporation (the "Corporation"). We have been asked to deliver this opinion in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), of a Registration Statement on Form S-8 (the "Registration Statement") relating to 1,700 shares of the Corporation's Common Stock, $.0625 par value (the "Shares") and 901,700 Rights, as defined below. The Rights are issuable pursuant to that certain Rights Agreement, dated as of August 15, 1996 (the "Rights Agreement"), providing, in effect, for the delivery of a right (a "Right"), along with each share of Common Stock issued by the Corporation. The Shares are issuable pursuant to the Corporation's 1996 Directors' Stock Plan (the "Directors' Plan"). Of the Rights, (i) 1,700 are issuable pursuant to the Directors' Plan, and (ii) 900,000 are issuable upon exercise of options granted or to be granted pursuant to the Corporation's Amended and Restated 1988 Stock Option Plan (the "1988 Plan"). The Directors' Plan and the 1988 Plan are hereinafter referred to collectively as the Plans. In connection with this opinion, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of the following documents (collectively, the "Documents"): 1. A copy of the Restated Articles of Incorporation of the Corporation as in effect on the date hereof; 2. A copy of the Bylaws of the Corporation as in effect on the date hereof; 3. The corporate records of the Corporation relating to the proceedings of the directors of the Corporation with regard to the issuance of the Rights and the Shares; 4. Each of the Plans; 5. The Rights Agreement; and 6. The Registration Statement. For purposes of this opinion we have assumed without any investigation (1) the legal capacity of each natural person and (2) the genuineness of each signature, the completeness of each document submitted to us as an original and the conformity with the original of each document submitted to us as a copy. Our opinion hereafter expressed is based solely upon (1) our review of the Documents, (2) discussions with certain officers of the Corporation with respect to the Documents, (3) discussions with those of our attorneys who have devoted substantive attention to the matters contained herein and (4) such review of published sources of law as we have deemed necessary. Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued in accordance with the terms of the applicable Plan, the Shares will be validly issued, fully paid and nonassessable. The Rights have been duly authorized and, when issued in accordance with the terms of the Rights Agreement, will be validly issued, fully paid and nonassessable. We express no legal opinion upon any matter other than those explicitly addressed in the immediately preceding paragraph, and our express opinions therein contained shall not be interpreted to be implied opinions upon any other matter. We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement and to the reference to our firm wherever it appears in the Registration Statement. Very truly yours, BROWN, RUDNICK, FREED & GESMER, LTD. By: Brown, Rudnick, Freed & Gesmer, a partner By: Andrew M. Hodgkin Andrew M. Hodgkin, a Member duly authorized EX-23.1 3 Exhibit 23 CONSENT OF INDEPENDENT AUDITORS The Board of Directors and Shareholders Washington Trust Bancorp, Inc.: We consent to the incorporation by reference in the Registration Statements on Form S-8 of our report dated January 16, 1996, relating to the consolidated balance sheets of Washington Trust Bancorp, Inc. and subsidiary (the Corporation) as of December 31, 1995 and 1994, and the related consolidated statements of income, changes in shareholders' equity and cash flows for each of the years in the three year period ended December 31, 1995, which report appears in the December 31, 1995 annual report on Form 10-K of Washington Trust Bancorp, Inc. Our report indicates that the Corporation adopted a new method of accounting for certain debt and equity securities effective January 1, 1994, and a new method of accounting for income taxes effective January 1, 1993. KPMG Peat Marwick LLP KPMG Peat Marwick LLP Providence, Rhode Island October 1, 1996 EX-99.2 4 WASHINGTON TRUST BANCORP, INC. THE WASHINGTON TRUST COMPANY MEETING OF THE BOARD OF DIRECTORS VOTED: That, pursuant to the recommendation of the Executive Committee, The Washington Trust Company (the "Bank") and Washington Trust Bancorp, Inc. (the "Corporation") terminate the Outside Directors' Retainer Continuation Plan (the "Directors' Plan") and all benefits under the Directors' Plan, provided that all retired Directors currently receiving payments pursuant to the Plan will continue to receive such payments in accordance with the terms and conditions of the Plan. VOTED: That, pursuant to the further recommendation of the Executive Committee, the Corporation, in consideration of the termination of the Directors' Plan, adopt, and it hereby does adopt, the Washington Trust Bancorp, Inc. 1996 Directors' Stock Plan (the "1996 Plan") pursuant to which the Corporation shall issue to each of its non-employee Directors that number of shares (the aggregate number of shares to be issued, the "Shares") of common stock of the Corporation, $.0625 par value (the "Common Stock"), as shall be calculated by dividing (i) the amount that would be payable to each such Director under the terms of the Directors' Plan if it were to remain in effect, and if such Director were to leave service as a Director effective September 30, 1996, and if all other conditions for payment to each Director were satisfied (as such amount shall be calculated by the Hay Group) by (ii) the Average Stock Price. The "Average Stock Price" shall be the average of the closing prices of the Common Stock as reported by the Nasdaq Stock Market for each day during the period beginning on January 1, 1996 and ending on September 30, 1996. VOTED: That the Shares shall be issued to the Directors, effective as of October 1, 1996, and that each Director shall notify the Corporation as to whether he or she elects to receive Restricted Stock or Common Stock without restrictions. "Restricted Stock" shall be Common Stock which shall be forfeited to the Corporation without payment of consideration to the Director in the event that such Director resigns from the Board of Directors without the approval of a majority of the the Board of Directors (excluding the Director leaving the Board). The terms of such restriction shall terminate on September 30, 1999. VOTED: That the Chairman of the Board, President, Treasurer and Secretary be, and they hereby are, authorized and directed to issue on October 1, 1996 or as soon thereafter as practicable, pursuant to the 1996 Plan, stock certificates for that number of whole (i.e. not fractional), fully paid and non-assessable shares of Common Stock or Restricted Stock of the Corporation to which the Directors are entitled under these resolutions. VOTED: That The Washington Trust Company, the Corporation's transfer agent and registrar (the "Transfer Agent"), be, and it hereby is, authorized and directed to issue and record on its transfer books, stock certificates representing such shares of Common Stock and Restricted Stock payable pursuant to the 1996 Plan and register such stock certificates representing such shares of Common Stock and Restricted Stock. VOTED: That the proper officers of the Corporation be, and each of them hereby is, authorized for and on behalf of the Corporation, to execute personally or by attorney-in-fact and to cause to be filed with the Securities and Exchange Commission such new registration statement under the Securities Act of 1933, as amended (the "Securities Act") as any such officer shall deem necessary, for the registration of the Shares, and thereafter to execute and cause to be filed any amended registration statement or registration statements and amended prospectus or prospectuses, or amendments or supplements to any of the foregoing, and to cause such registration statements and any amendments thereto to become effective in accordance with the Securities Act of 1933, as amended (the "Securities Act"), and the General Rules and Regulations of the Securities and Exchange Commission thereunder. VOTED: That the Chairman of the Board and Chief Executive Officer of the Corporation be, and he hereby is, appointed as agent for service of the Corporation with respect to said new registration statement with all the powers and functions specified in the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act. VOTED: That the proper officers of the Corporation be, and each of them acting singly hereby is, authorized, in the name and on behalf of the Corporation, to take all such actions and to execute all such documents as they may deem necessary or appropriate in connection with the issuance of the Shares in order to comply with the Securities Act and the Securities Exchange Act of 1934, as amended. VOTED: That the Corporation apply to the Nasdaq National Market to list thereon the Shares authorized by these resolutions and that the appropriate officers of the Corporation be, and each of them hereby is, authorized and directed to take such action on behalf of the Corporation as such officers may deem necessary and appropriate to effect the listing of such Shares on the Nasdaq National Market, including the execution of a listing application therefore. VOTED: That the Chairman of the Board, President and Treasurer of the Corporation be, and each of them hereby is, authorized and directed to take such action on behalf of the Corporation as such officers may deem necessary and appropriate to effectuate the intent and purposes of the foregoing resolutions. -----END PRIVACY-ENHANCED MESSAGE-----