-----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, NoYM1AGugyYCfZdAaMWoO5AvdkGHDZrDvO1jBebDMhEgwU4GJZVY7VfN0kcrTUSs 0WiPxNmCOUQjX5J6l4JPBw== 0000927089-95-000010.txt : 19950615 0000927089-95-000010.hdr.sgml : 19950615 ACCESSION NUMBER: 0000927089-95-000010 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19950313 EFFECTIVENESS DATE: 19950401 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST INDEPENDENCE CORP /DE/ CENTRAL INDEX KEY: 0000908486 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 363899950 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-58095 FILM NUMBER: 95520805 BUSINESS ADDRESS: STREET 1: MYRTLE & 6TH STS CITY: INDEPENDENCE STATE: KS ZIP: 67301 BUSINESS PHONE: 3163311660 MAIL ADDRESS: STREET 2: P O DRAWER 947 CITY: INDEPENDENCE STATE: KS ZIP: 67301 S-8 1 REGISTRATION STATEMENT ON FORM S-8 As filed with the Securities and Exchange Commission on March 13, 1995 Registration No. 33- SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FIRST INDEPENDENCE CORPORATION (Exact name of registrant as specified in its charter) Delaware 36-3899950 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Myrtle and 6th Streets, Independence, Kansas 67301-0947 (Address of principal executive offices) (Zip Code) FIRST INDEPENDENCE CORPORATION RECOGNITION AND RETENTION PLAN (Full title of the plan) Martin L. Meyrowitz, P.C. Jane K. Storero, P.C. Michael R. Clampitt, Esq. Silver, Freedman & Taff, L.L.P. (a limited liability partnership including professional corporations) 1100 New York Avenue, N.W. - Seventh Floor Washington, DC 20005 (Name and address of agent for service) (202) 414-6100 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------ Proposed Proposed Title of maximum maximum securities offering aggregate Amount of to be Amount to be price offering registration registered registered(1) per share price fee - ------------------------------------------------------------------------------ Common Stock, par value $.01 per share 21,821 $14.625(2) $319,132.12(2) $110.05 - ------------------------------------------------------------------------------ (1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement covers, in addition to the number of shares set forth above, an indeterminate number of shares which, by reason of certain events specified in the Plan, may become subject to the Plan. (2) Estimated in accordance with Rule 457(h), solely for the purpose of calculating the registration fee and based upon the average of the bid and asked price of the shares of that class on the Nasdaq SmallCap Market on March 9, 1995 of $14.625 per share.
FIRST INDEPENDENCE CORPORATION Cross-Reference Sheet Showing Location in Prospectus of Information Required by Items of Form S-8 Form S-8 Item and Heading Location in Prospectus - ------------------------- ---------------------- 1. Forepart of the Registration Statement and Outside Front Cover Page of Prospectus...................Front Cover Page 2. Inside Front and Outside Back Cover......................................Inside Front Cover Page 3. Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges...........................The Company 4. Use of Proceeds............................Not applicable 5. Determination of Offering Price......................................Not applicable 6. Dilution...................................Not applicable 7. Selling Security Holders...................Selling Stockholders 8. Plan of Distribution.......................Plan of Distribution 9. Description of Securities to be Registered..............................Not applicable 10. Interest of Named Experts and Counsel................................Not applicable 11. Material Changes...........................Not applicable 12. Incorporation of Certain Information by Reference...................Incorporation of Certain Documents by Reference 13. Disclosure of Commission Position on Indemnification for Securities Act Liabilities.................Indemnification of Directors and Officers PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants in the First Independence Corporation Recognition and Retention Plan (the "Plan") as specified by Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"). Such document(s) (along with the documents incorporated by reference into the Registration Statement pursuant to Item 3 of Part II hereof) constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. RE-OFFER PROSPECTUS FIRST INDEPENDENCE CORPORATION COMMON STOCK (Par Value $0.01 Per Share) OFFERED AS SET FORTH HEREIN PURSUANT TO THE RECOGNITION AND RETENTION PLAN OF FIRST INDEPENDENCE CORPORATION _________________________ This Prospectus relates to offers and sales of shares ("Plan Shares") of Common Stock of First Independence Corporation, a Delaware corporation (the "Company"), that were acquired prior to March 13, 1995 by certain employees of the Company or a subsidiary of the Company (the "Selling Stockholders") pursuant to the Company's Recognition and Retention Plan (the "Plan). The Plan Shares may be offered hereby from time to time by any or all of the Selling Stockholders for their own benefit. The Company will receive no portion of the proceeds of sales made hereunder. All expenses of registration incurred in connection with this offering are being borne by the Company, but all selling and other expenses incurred by Selling Stockholders will be borne by such Selling Stockholders. All or a portion of the shares of Common Stock offered hereby may be offered for sale, from time to time, on the Nasdaq SmallCap Market, or otherwise, at prices and terms then obtainable. All brokers' commissions, concessions or discounts will be paid by Selling Stockholders. The Selling Stockholders and any brokers executing sale orders on behalf of the Selling Stockholders may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), in which event commissions received by such brokers may be deemed to be underwriting commissions under the Securities Act. The Common Stock of the Company trades on the Nasdaq SmallCap Market under the symbol "FFSL." On March 9, 1995, the average of the bid and asked prices of the Company's Common Stock on the Nasdaq SmallCap Market was $14.625. _________________________ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. _________________________ No person has been authorized to give any information or to make any representations, other than as contained herein, in connection with the offer contained in this Prospectus, and, if given or made, such information or representations must not be relied upon. This Prospectus does not constitute an offering in any state in which such offering may not lawfully be made. Neither the delivery of this Prospectus nor any sales made hereunder shall under any circumstances create any implication that there has been no change in the information herein or in the affairs of the Company since the date of this Prospectus. _________________________ The Date of this Prospectus is March 13, 1995 TABLE OF CONTENTS Page ---- AVAILABLE INFORMATION............................................... 1 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..................... 1 THE COMPANY......................................................... 2 SELLING STOCKHOLDERS................................................ 2 TRANSFER AGENT AND REGISTRAR........................................ 3 PLAN OF DISTRIBUTION................................................ 3 LEGAL MATTERS....................................................... 3 EXPERTS............................................................. 3 INDEMNIFICATION..................................................... 4 AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and in accordance therewith files reports and other information with the Commission. Such reports, proxy statements and other information can be inspected and copied at the Public Reference Facilities of the Commission at the offices of the Commission at Room 1024, 450 Fifth Street, NW, Washington, D.C. 20549; and at certain of its regional offices including Fort Worth at 801 Cherry Street, 19th Floor, Fort Worth, Texas 76102. Copies of such material can be obtained from the Public Reference Section of the Commission at its Washington, D.C. office at prescribed rates. Reports, proxy statements, and other information concerning the Company can be inspected at the offices of the National Association of Securities Dealers, Inc., 1735 K Street, NW, Washington, D.C. 20006. This Prospectus does not contain all of the information set forth in the Registration Statements of which this Prospectus is a part and which the Company has filed with the Commission. For further information with respect to the Company and the securities offered hereby, reference is made to the Registration Statement, including the exhibits filed as a part thereof, copies of which can be inspected at, or obtained at prescribed rates from, the Public Reference Section of the Commission at the address set forth above. Additional updating information with respect to the Company may be provided in the future by means of appendices or supplements to the Prospectus. The Company hereby undertakes to provide without charge to each person to whom a copy of this Prospectus is delivered, upon written or oral request of such person, a copy of any and all of the information that has been or may be incorporated herein by reference (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests should be directed to Larry G. Spencer, President and Chief Executive Officer, First Independence Corporation, Myrtle and Sixth Streets, Independence, Kansas 67301-0947, telephone number (316) 331-1660. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents, previously or concurrently filed by the Company with the Commission are hereby incorporated by reference into this and are contained in a file maintained at the principal executive offices of the Company. 1. The Company's Annual Report on Form 10-KSB for the year ended of September 30, 1994. 2. The Company's Quarterly Report on Form 10-QSB for the quarter ended December 31, 1994. 3. All other reports filed by the Company pursuant to Section 13 or 15(d) of the Exchange Act since the end of the fiscal year covered by the annual report referred to above. 4. The Company's Definitive Proxy Statement for its Annual Meeting of Stockholders held on January 25, 1995. 5. The description of the common stock, par value $.01 per share, of the Company contained in the Registrant's Registration Statement on Form 8-A (File No. 0-22184) filed with the Commission on August 5, 1993 and all amendments or reports filed for the purpose of updating such description. All documents filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference into this Prospectus and to be a part hereof and thereof from the date of filing of such 1 documents. Any statement contained in the documents incorporated, or deemed to be incorporated, by reference herein or therein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or therein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein or therein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company shall furnish without charge to each person to whom the Prospectus is delivered, on the written or oral request of such person, a copy of any or all of the documents incorporated by reference, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference to the information that is incorporated). Requests for information regarding the Plan or the aforementioned documents should be directed to Larry G. Spencer, President and Chief Executive Officer, First Independence Corporation, Myrtle and 6th Streets, Independence, Kansas 67301-0947, telephone number (316) 331-1660. All information appearing in this Prospectus is qualified in its entirety by the detailed information, including financial statements, appearing in the documents incorporated herein or therein by reference. THE COMPANY The Company is a Delaware-chartered corporation, the principal assets of which consist of all of the outstanding shares of the common stock of First Federal Savings and Loan Association of Independence (the "Association"). The principal business of the Association consists of attracting deposits from the general public and using such deposits, together with other funds, to originate real estate and other loans and to fund other types of investments. The principal offices of the Company are located at Myrtle and 6th Streets, Independence, Kansas 67301-0947. The Company's telephone number at that address is (316) 331-1660. SELLING STOCKHOLDERS This Prospectus covers Plan Shares that have been acquired prior to March 13, 1995 by the Selling Stockholders. 2 The following table sets forth the name of each Selling Stockholder, the nature of his or her position, office, or other material relationship with the Company and/or the Association, the number of shares of Common Stock owned by each Selling Stockholder prior to the offering, and the number of shares and (if one percent or more) the percentage of the class to be owned by such Selling Stockholder after the offering.
Shares Owned After Plan Shares Offering Shares Owned Offered ------------------ Name and Title Prior to Offering Hereby Number Percent - -------------------- ------------------- ---------------- -------- ------- Larry G. Spencer, President and Chief Executive Officer of the Company and the Association 17,996 8,729 9,267 1.37% Gary L. Overfield, Senior Vice President and Secretary of the Company and the Association 9,578 3,636 5,942 .88 James B. Mitchell, Vice President and Chief Financial Officer of the Company and the Association 12,400 3,636 8,764 1.30 Jim L. Clubine, Vice President and Asset Manager of the Association 11,928 3,636 8,292 1.23 Lori L. Kelley Assistant Vice President and Compliance Officer of the Association 7,933 2,184 5,749 .85
TRANSFER AGENT AND REGISTRAR The Transfer Agent and Registrar for the Common Stock of the Company is Registrar and Transfer Company, 10 Commerce Drive, Cranford, New Jersey 07016. PLAN OF DISTRIBUTION The Selling Shareholders may sell shares of Common Stock in any of the following ways: (i) through dealers; (ii) through agents; or (iii) directly to one or more purchasers. The distribution of the shares of Common Stock may be effected from time to time in one or more transactions (which may involve crosses or block transactions). Any such transaction may be effected at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or fixed prices. The Selling Stockholders may effect such transactions by selling shares of Common Stock to or through broker-dealers, and such broker-dealers may receive compensation in the form of discounts, concessions, or commissions from Selling Stockholders and/or commissions from purchasers of shares of Common Stock for whom they may act as agents. The Selling Stockholders and any broker-dealers or agents that participate in the distribution of shares of Common Stock by them might be deemed to be underwriters, and any discounts, commissions or concessions received by any such broker-dealers or agents might be deemed to be underwriting discounts and commissions under the Securities Act. LEGAL MATTERS The legality of the shares offered hereby has been passed upon for the Company by Silver, Freedman & Taff, L.L.P. (a limited liability partnership including professional corporations), 1100 New York Avenue, Washington, D.C. 20005. 3 EXPERTS The consolidated financial statements of First Independence Corporation appearing in First Independence Corporation's Annual Report (Form 10-KSB) for the year ended September 30, 1994 have been audited by Grant Thornton LLP, independent auditors, as set forth in their report thereon and incorporated herein by reference. Such financial statements are incorporated by reference in this Prospectus and have been incorporated herein in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. INDEMNIFICATION OF DIRECTORS AND OFFICERS Article ELEVENTH of the Company's Certificate of Incorporation provides for indemnification of directors and officers of the Registrant against any and all liabilities, judgments, fines and reasonable settlements, costs, expenses and attorneys' fees incurred in any actual, threatened or potential proceeding, except to the extent that such indemnification is limited by Delaware law and such law cannot be varied by contract or bylaw. Article ELEVENTH also provides for the authority to purchase insurance with respect thereto. Section 145 of the General Corporation Law of the State of Delaware authorizes a corporation's board of directors to grant indemnity under certain circumstances to directors and officers, when made, or threatened to be made, parties to certain proceedings by reason of such status with the corporation, against judgments, fines, settlements and expenses, including attorneys' fees. In addition, under certain circumstances such persons may be indemnified against expenses actually and reasonably incurred in defense of a proceeding by or on behalf of the corporation. Similarly, the corporation, under certain circumstances, is authorized to indemnify directors and officers of other corporations or enterprises who are serving as such at the request of the corporation, when such persons are made, or threatened to be made, parties to certain proceedings by reason of such status, against judgments, fines, settlements and expenses, including attorneys' fees; and under certain circumstances, such persons may be indemnified against expenses actually and reasonably incurred in connection with the defense or settlement of a proceeding by or in the right of such other corporation or enterprise. Indemnification is permitted where such person (i) was acting in good faith; (ii) was acting in a manner he reasonably believed to be in or not opposed to the best interests of the corporation or other corporation or enterprise, as appropriate; (iii) with respect to a criminal proceeding, had no reasonable cause to believe his conduct was unlawful; and (iv) was not adjudged to be liable to the corporation or other corporation or enterprise (unless the court where the proceeding was brought determines that such person is fairly and reasonably entitled to indemnity). Unless ordered by a court, indemnification may be made only following a determination that such indemnification is permissible because the person being indemnified has met the requisite standard of conduct. Such determination may be made (i) by the corporation's board of directors by a majority vote of a quorum consisting of directors not at the time parties to such proceeding; or (ii) if such a quorum cannot be obtained or the quorum so directs, then by independent legal counsel in a written opinion; or (iii) by the stockholders. Section 145 also permits expenses incurred by directors and officers in defending a proceeding to be paid by the corporation in advance of the final disposition of such proceedings upon the receipt of an undertaking by the director or officer to repay such amount if it is ultimately determined that he is not entitled to be indemnified by the corporation against such expenses. Under a directors' and officers' liability insurance policy, directors and officers of the Company are insured against certain liabilities, including certain liabilities under the Securities Act. 4 Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed 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. 5 PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference. ------------------------------------------------ The following documents previously or concurrently filed by First Independence Corporation (the "Company") with the Commission are hereby incorporated by reference in this Registration Statement: (a) the Company's Annual Report on Form 10-KSB for the fiscal year ended September 30, 1994 filed pursuant to Rule 13a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (b) the Company's Quarterly Report on Form 10-QSB for the quarter ended December 31, 1994; (c) all other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Annual Report referred to above; (d) the Company's definitive Proxy Statement for its Annual Meeting of Stockholders held on January 25, 1995; and (e) the description of the common stock, par value $.01 per share, of the Registrant contained in the Registrant's Registration Statement on Form 8-A (File No. 0-22184) filed with the Commission on August 5, 1993 and all amendments or reports filed for the purpose of updating such description. All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference into this Annual Report and to be a part thereof from the date of the filing of such documents. Any statement contained in the documents incorporated, or deemed to be incorporated, by reference herein or therein shall be deemed to be modified or superseded for purposes of this Annual Report and the Prospectus to the extent that a statement contained herein or therein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein or therein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Annual Report and the Prospectus. The Company shall furnish without charge to each person to whom the Prospectus is delivered, on the written or oral request of such person, a copy of any or all of the documents incorporated by reference, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference to the information that is incorporated). Requests should be directed to Larry G. Spencer, President and Chief Executive Officer, First Independence Corporation, Myrtle and 6th Streets, Independence, Kansas 67301-0947, telephone number (316) 331-1660. All information appearing in this Annual Report and the Prospectus is qualified in its entirety by the detailed information, including financial statements, appearing in the documents incorporated herein or therein by reference. Item 4. Description of Securities. ------------------------- Not Applicable. Item 5. Interests of Named Experts and Counsel. -------------------------------------- Not Applicable. II-1 Item 6. Indemnification of Directors and Officers. ------------------------------------------ Article ELEVENTH of the Company's Certificate of Incorporation provides for indemnification of directors and officers of the Registrant against any and all liabilities, judgments, fines and reasonable settlements, costs, expenses and attorneys' fees incurred in any actual, threatened or potential proceeding, except to the extent that such indemnification is limited by Delaware law and such law cannot be varied by contract or bylaw. Article ELEVENTH also provides for the authority to purchase insurance with respect thereto. Section 145 of the General Corporation Law of the State of Delaware authorizes a corporation's board of directors to grant indemnity under certain circumstances to directors and officers, when made, or threatened to be made, parties to certain proceedings by reason of such status with the corporation, against judgments, fines, settlements and expenses, including attorneys' fees. In addition, under certain circumstances such persons may be indemnified against expenses actually and reasonably incurred in defense of a proceeding by or on behalf of the corporation. Similarly, the corporation, under certain circumstances, is authorized to indemnify directors and officers of other corporations or enterprises who are serving as such at the request of the corporation, when such persons are made, or threatened to be made, parties to certain proceedings by reason of such status, against judgments, fines, settlements and expenses, including attorneys' fees; and under certain circumstances, such persons may be indemnified against expenses actually and reasonably incurred in connection with the defense or settlement of a proceeding by or in the right of such other corporation or enterprise. Indemnification is permitted where such person (i) was acting in good faith; (ii) was acting in a manner he reasonably believed to be in or not opposed to the best interests of the corporation or other corporation or enterprise, as appropriate; (iii) with respect to a criminal proceeding, had no reasonable cause to believe his conduct was unlawful; and (iv) was not adjudged to be liable to the corporation or other corporation or enterprise (unless the court where the proceeding was brought determines that such person is fairly and reasonably entitled to indemnity). Unless ordered by a court, indemnification may be made only following a determination that such indemnification is permissible because the person being indemnified has met the requisite standard of conduct. Such determination may be made (i) by the corporation's board of directors by a majority vote of a quorum consisting of directors not at the time parties to such proceeding; or (ii) if such a quorum cannot be obtained or the quorum so directs, then by independent legal counsel in a written opinion; or (iii) by the stockholders. Section 145 also permits expenses incurred by directors and officers in defending a proceeding to be paid by the corporation in advance of the final disposition of such proceedings upon the receipt of an undertaking by the director or officer to repay such amount if it is ultimately determined that he is not entitled to be indemnified by the corporation against such expenses. Under a directors' and officers' liability insurance policy, directors and officers of the Company are insured against certain liabilities, including certain liabilities under the Securities Act. Item 7. Exemption from Registration Claimed. ------------------------------------ These Securities were issued pursuant to an employee benefit plan to a limited number of employees of the Company in a transaction not involving a public offering in reliance on Section 4(2) of the Securities Act of 1933, as amended. Such employees are officers of the Company who have access to the types of information that could be obtained through the registration process; and at the time of the offering, the Company believed based upon their educational background and position with the Company, that such individuals had the knowledge and experience in financial and business matters of the Company to enable such individuals to evaluate the merits and risks of the investment. II-2 Item 8. Exhibits. --------
Regulation S-B Reference to Prior Exhibit Filing or Exhibit Number Document Number Attached Hereto - ------------ --------------------------------- ----------------------------- 3.1 Certificate of Incorporation of * First Independence Corporation 3.2 Bylaws of First Independence * Corporation 4.1 First Independence Corporation Attached as Exhibit 4 Recognition and Retention Plan and form of Restricted Stock Agreement 4.2 Specimen form of common stock * certificate of First Independence Corporation 5 Opinion of Silver, Freedman Attached as Exhibit 5 & Taff, L.L.P. 23.1 Consent of Silver, Freedman Attached as Exhibit 24.1 & Taff, L.L.P. 23.2 Consent of Grant Thornton, LLP Attached as Exhibit 24.2 certified public accountants 24 Power of Attorney Contained on Signature Page ____________________ *Filed as exhibits to the Company's S-1 registration statement filed on June 22, 1993 (File No. 33-64812) pursuant to Section 5 of the Securities Act of 1933. All of such previously filed documents are hereby incorporated herein by reference in accordance with Item 601 of Regulation S-K.
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 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement II-3 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 of expenses incurred or paid by a director, officer or controlling person 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. II-4 SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Independence, State of Kansas, on March 13, 1995. FIRST INDEPENDENCE CORPORATION By: /s/Larry G Spencer ------------------------------------- Larry G. Spencer, President, Chief Executive Officer and Director (Duly Authorized Representative) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Larry G. Spencer and James B. Mitchell, or either of them, 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 and all amendments (including post- effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents 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 said attorneys-in-fact and agents or their substitutes or substitute 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 below by the following persons in the capacities and on March 13, 1995. /s/Larry G. Spencer /s/Donald E. Aitken - -------------------------------- ------------------------------- Larry G. Spencer Donald E. Aitken President, Chief Executive Chairman of the Board and Officer and Director (Principal Director Executive and Operating Officer) /s/John T. Updegraff /s/William T. Newkirk, II - -------------------------------- -------------------------------- John T. Updegraff William T. Newkirk, II Vice Chairman of the Board and Director Director /s/Joseph M. Smith /s/Lavern L. Strecker - -------------------------------- -------------------------------- Joseph M. Smith Lavern L. Strecker Director Director /s/Harold L. Swearingen /s/James B. Mitchell - -------------------------------- -------------------------------- Harold L. Swearingen James B. Mitchell Director Vice President and Chief Financial Officer (Principal Financial and Accounting II-5 EX-4.1 2 RECOGNITION AND RETENTION PLAN, FORM OF AGREEMENT Exhibit 4.1 FIRST INDEPENDENCE CORPORATION RECOGNITION AND RETENTION PLAN 1. Plan Purpose. The purpose of the Plan is to promote the long-term interests of the Corporation and its stockholders by providing a means for attracting and retaining executive officers of the Corporation and its Affiliates. 2. Definitions. The following definitions are applicable to the Plan: "Award" - means the grant by the Committee of Restricted Stock, as provided in the Plan. "Affiliate" - means any "parent corporation" or "subsidiary corporation" of the Corporation, as such terms are defined in Section 424(e) and (f), respectively, of the Code. "Code" - means the Internal Revenue Code of 1986, as amended. "Committee" - means the Committee referred to in Section 7 hereof. "Continuous Service" - means the absence of any interruption or termination of service as an executive officer or employee of the Corporation or any Affiliate. Service shall not be considered interrupted in the case of sick leave, military leave or any other leave of absence approved by the Corporation or any Affiliate or in the case of transfers between payroll locations of the Corporation or between the Corporation, its parent, its subsidiaries or its successor. "Corporation" - means First Independence Corporation, a Delaware corporation. "Disinterested Person" - means any members of the Board of Directors of the Corporation who within the prior year has not been, and is not being, granted any awards related to the shares under this Plan or any other plan of the Corporation or any of its Affiliates except for awards which (i) are calculated in accordance with a formula as contemplated in paragraph (c)(ii) of Rule 16b-3 ("Rule 16b-3") under the Securities Exchange Act of 1934, as amended; (ii) result from participation in an ongoing securities acquisition plan meeting the conditions of paragraph (d)(2) of Rule 16b-3; or (iii) arise from an election by a director to receive all or part of his board fees in securities. "ERISA" - means the Employee Retirement Income Security Act of 1974, as amended. "Institution" - means First Federal Savings and Loan Association of Independence, a savings institution and its predecessors and successors. "Participant" - means any executive officer or employee of the Corporation or any Affiliate who is selected by the Committee to receive an Award. "Plan" - means the Recognition and Retention Plan of the Corporation. "Restricted Period" - means the period of time selected by the Committee for the purpose of determining when restrictions are in effect under Section 3 hereof with respect to Restricted Stock awarded under the Plan. "Restricted Stock" - means Shares which have been contingently awarded to a Participant by the Committee subject to the restrictions referred to in Section 3 hereof, so long as such restrictions are in effect. 1 "Shares" - means the common stock, par value $0.01 per share, of the Corporation. 3. Terms and Conditions of Restricted Stock. The Committee shall have full and complete authority, subject to the limitations of the Plan, to grant awards of Restricted Stock and, in addition to the terms and conditions contained in paragraphs (a) through (e) of this Section 3, to provide such other terms and conditions (which need not be identical among Participants) in respect of such Awards, and the vesting thereof, as the Committee shall determine. (a) At the time of an award of Restricted Stock, the Committee shall establish for each Participant a Restricted Period, which shall not be less than six months, during which or at the expiration of which, as the Committee shall determine and provide in the agreement referred to in paragraph (d) of this Section 3, the Shares awarded as Restricted Stock shall vest, and subject to any such other terms and conditions as the Committee shall provide, shares of Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, except as hereinafter provided, during the Restricted Period. Except for such restrictions, and subject to paragraphs (c) and (d) of this Section 3 and Section 4 hereof, the Participant as owner of such shares shall have all the rights of a stockholder, including but not limited to the right to receive all dividends paid on such shares and the right to vote such shares. The Committee shall have the authority, in its discretion, to accelerate the time at which any or all of the restrictions shall lapse with respect thereto, or to remove any or all of such restrictions, whenever it may determine that such action is appropriate by reason of changes in applicable tax or other laws or other changes in circumstances occurring after the commencement of such Restricted Period. (b) Except as provided in Section 5 hereof, if a Participant ceases to maintain Continuous Service for any reason (other than death, total or partial disability or normal or early retirement), unless the Committee shall otherwise determine, all Shares of Restricted Stock theretofore awarded to such Participant and which at the time of such termination of Continuous Service are subject to the restrictions imposed by paragraph (a) of this Section 3 shall upon such termination of Continuous Service be forfeited and returned to the Corporation. Unless the Committee otherwise determines, if a Participant ceases to maintain Continuous Service by reason of death, total or partial disability or normal or early retirement, Restricted Stock then still subject to restrictions imposed by paragraph (a) of this Section 3 will be free of those restrictions in proportion to the portion of the restricted period which shall have elapsed at the time of such termination of Continuous Service. (c) Each certificate in respect of Shares of Restricted Stock awarded under the Plan shall be registered in the name of the Participant and deposited by the Participant, together with a stock power endorsed in blank, with the Corporation and shall bear the following (or a similar) legend: The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) contained in the Recognition and Retention Plan of First Independence Corporation. Copies of such Plan are on file in the offices of the Secretary of First Independence Corporation, Myrtle and Sixth Streets, Independence, KS 67301-0947. (d) At the time of an award of shares of Restricted Stock, the Committee may, in it discretion, determine that the payment to the Participant of dividends declared or paid on such shares, or specified portion thereof, by the Corporation shall be deferred until the earlier to occur of (i) the lapsing of the restrictions imposed under paragraph (a) of this Section 3 or (ii) the forfeiture of such shares under paragraph (b) of this Section 3, and shall be held by the Corporation for the account of the Participant until such time. In the event of such deferral, there shall be credited at the end of each year (or portion thereof) interest on the amount of the account at the beginning of the year at a rate per annum as the Committee, in its discretion, may determine. Payment of deferred dividends, together with interest accrued thereon, shall be 2 made upon the earlier to occur of the events specified in (i) and (ii) of the immediately preceding sentence. (e) At the expiration of the restrictions imposed by paragraph (a) of this Section 3, the Corporation shall redeliver to the Participant (or where the relevant provision of paragraph (b) of this Section 3 applies in the case of a deceased Participant, to his legal representative, beneficiary or heir) the certificate(s) and stock power deposited with it pursuant to paragraph (c) of this Section 3 and the Shares represented by such certificate(s) shall be free of the restrictions referred to in paragraph (a) of this Section 3. 4. Adjustments Upon Changes in Capitalization. In the event of any change in the outstanding Shares subsequent to the effective date of the Plan by reason of any reorganization, recapitalization, stock split, stock dividend, combination or exchange of shares, merger, consolidation or any change in the corporate structure or Shares of the Corporation, the maximum aggregate number and class of shares as to which Awards may be granted under the Plan and the number and class of shares with respect to which Awards theretofore have been granted under the Plan shall be appropriately adjusted by the Committee, whose determination shall be conclusive. Any shares of stock or other securities received, as a result of any of the foregoing, by a Participant with respect to Restricted Stock shall be subject to the same restrictions and the certificate(s) or other instruments representing or evidencing such shares or securities shall be legended and deposited with the Corporation in the manner provided in Section 3 hereof. 5. Effect of Change in Control. Each of the events specified in the following clauses (i) through (iii) of this Section 5 shall be deemed a "change of control": (i) any third person, including a "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, shall become the beneficial owner of shares of the Corporation with respect to which 25% or more of the total number of votes which may be cast for the election of the Board of Directors of the Corporation, (ii) as a result of, or in connection with, any cash tender offer, merger or other business combination, sale of assets or contested election, or combination of the foregoing, the persons who were directors of the Corporation shall cease to constitute a majority of the Board of Directors of the Corporation, or (iii) the shareholders of the Corporation shall approve an agreement providing either for a transaction in which the Corporation will cease to be an independent publicly owned entity or for a sale or other disposition of all or substantially all the assets of the Corporation; provided, however, that the occurrence of any such events shall not be deemed a "change in control" if, prior to such occurrence, a resolution specifically approving such occurrence shall have been adopted by at least a majority of the "Disinterested Directors" (as that term is defined in the Corporation's Certificate of Incorporation) of the Corporation. If the Continuous Service of any Participant of the Corporation is involuntarily terminated for whatever reason, at any time within twelve months after a change in control, unless the Committee shall have otherwise provided, any Restricted Period with respect to Restricted Stock theretofore awarded to such Participant shall lapse upon such termination and all Shares awarded as Restricted Stock shall become fully vested in the Participant to whom such Shares were awarded. 6. Assignments and Transfers. No Award nor any right or interest of a Participant under the Plan in any instrument evidencing any Award under the Plan may be assigned, encumbered or transferred except, in the event of the death of a Participant, by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined in the Code or Title I of ERISA or the rules thereunder. 7. Administration. The Plan shall be administered by a Committee consisting of two or more members, each of whom shall be a Disinterested Person. The members of the Committee shall be appointed by the Board of Directors of the Corporation. Except as limited by the express provisions of the Plan, the Committee shall have sole and complete authority and discretion to (i) select Participants and grant Awards; (ii) determine the number of shares to be subject to types of Awards generally, as well as to individual Awards granted under the Plan; (iii) determine the terms and conditions upon which Awards shall be granted under the Plan; 3 (iv) prescribe the form and terms of instruments evidencing such grants; and (v) establish from time to time regulations for the administration of the Plan, interpret the Plan, and make all determinations deemed necessary or advisable for the administration of the Plan. The Committee may maintain, and update from time to time as appropriate, a list designating selected directors as Disinterested Persons. The purpose of such list shall be to evidence the status of such individuals as Disinterested Persons, and the Board of Directors may appoint to the Committee any individual actually qualifying as a Disinterested Person, regardless of whether identified as such on said list. A majority of the Committee shall constitute a quorum, and the acts of a majority of the members present at any meeting at which a quorum is present, or acts approved in writing by a majority of the Committee without a meeting, shall be acts of the Committee. 8. Shares Subject to Plan. Subject to adjustment by the operation of Section 4 hereof, the maximum number of Shares with respect to which Awards may be made under the Plan is 3% of the total Shares sold in the Institution's conversion to stock form. The shares with respect to which Awards may be made under the Plan may be either authorized and unissued shares or issued shares heretofore or hereafter reacquired and held as treasury shares. An Award shall not be considered to have been made under the Plan with respect to Restricted Stock which is forfeited and new Awards may be granted under the Plan with respect to the number of Shares as to which such forfeiture has occurred. 9. Employee Rights Under the Plan. No officer or employee shall have a right to be selected as a Participant nor, having been so selected, to be selected again as a Participant and no officer, employee or other person shall have any claim or right to be granted an Award under the Plan or under any other incentive or similar plan of the Corporation or any Affiliate. Neither the Plan nor any action taken thereunder shall be construed as giving any employee any right to be retained in the employ of the Corporation, the Institution or any Affiliate. 10. Withholding Tax. Upon the termination of the Restricted Period with respect to any shares of Restricted Stock (or at any such earlier time, if any, that an election is made by the Participant under Section 83(b) of the Code, or any successor provision thereto, to include the value of such shares in taxable income), the Corporation shall have the right to require the Participant or other person receiving such shares to pay the Corporation the amount of any taxes which the Corporation is required to withhold with respect to such shares, or, in lieu thereof, to retain or sell without notice, a sufficient number of shares held by it to cover the amount required to be withheld. The Corporation shall have the right to deduct from all dividends paid with respect to shares of Restricted Stock the amount of any taxes which the Corporation is required to withhold with respect to such dividend payments. No discretion or choice shall be conferred upon any Participant with respect to the form, timing or method of any such tax withholding. 11. Amendment or Termination. The Board of Directors of the Corporation may amend, suspend or terminate the Plan or any portion thereof at any time; provided, however, that no such amendment, suspension or termination shall impair the rights of any Participant, without his consent, in any Award theretofore made pursuant to the Plan. Notwithstanding anything in this Plan to the contrary, to the extent that the Plan provides for formula awards, as defined in Rule 16b-3(c)(2)(ii) under the Securities Exchange Act of 1934, as amended, such provisions may not be amended more than once every six months, other than to comport with changes in the Code, ERISA or the rules thereunder. 12. Term of Plan. The Plan shall become effective upon its adoption by the Boards of Directors of the Corporation, subject to the Institution's completion of the conversion to stock form. It shall continue in effect for a term of ten years unless sooner terminated under Section 11 hereof. 4 FIRST INDEPENDENCE CORPORATION RECOGNITION AND RETENTION PLAN RESTRICTED STOCK AGREEMENT RS No. __ Shares of Restricted Stock are hereby awarded on _____________, 199__ by First Independence Corporation (the "Corporation"), to ______________________ (the "Grantee"), in accordance with the following terms and conditions, and the conditions contained in the First Independence Corporation Management Recognition Plan (the "Plan"): 1. Share Award. The Corporation hereby awards the Grantee ___ shares (the "Shares") of Common Stock, par value $.01 per share ("Common Stock"), of the Corporation pursuant to the Plan, as the same may from time to time be amended, and upon the terms and conditions and subject to the restrictions therein and hereinafter set forth. A copy of the Plan as currently in effect is incorporated herein by reference and is attached hereto. 2. Restrictions on Transfer and Restricted Period. During the period (the "Restricted Period") commencing on _______________ (the "Commencement Date") and terminating on _______________, the Shares may not be sold, assigned, transferred, pledged, or otherwise encumbered by the Grantee, except as hereinafter provided. Except as set forth below, the Shares will vest at a rate of __% of the initial award per year of Continuous Service (as defined in the Plan) commencing on _______________ pursuant to the following schedule: Percentage of Initial Date of Vesting Award Vested --------------- -------------- The Committee referred to in Section 7 of the Plan or its successor (the "Committee") shall have the authority, in its discretion, to accelerate the time at which any or all of the restrictions shall lapse with respect to any Shares thereto, or to remove any or all of such restrictions, whenever the Committee may determine that such action is appropriate by reason of changes in applicable tax or other laws, or other changes in circumstances occurring after the commencement of the Restricted Period. 3. Termination of Service. Except as provided in Section 8 below, if the Grantee ceases to maintain "Continuous Service" (as defined in the Plan as in effect on the date of the award of the Shares) for any reason (other than death, total or partial disability, or normal or early retirement), all shares which at the time of such termination of Continuous Service are subject to the restrictions imposed by Section 2 above shall upon such termination of Continuous Service be forfeited to the Corporation. If the Grantee ceases to maintain "Continuous Service" (as defined in the Plan as in effect on the date of the award of shares) by reason of death, total or partial disability or normal or early retirement, the Restricted Period with respect to all such Shares awarded pursuant to this Agreement shall lapse at the time of such termination and the Shares shall not be forfeited. 4. Certificates for the Shares. The Corporation shall issue five certificates in respect of the Shares in the name of the Grantee, and shall hold such certificates on deposit for the account of the Grantee until the expiration of the Restricted Period with respect to the Shares represented thereby. Such certificates shall bear the following legend: 1 The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) contained in the Recognition and Retention Plan of First Independence Corporation and an Agreement entered into between the registered owner and First Independence Corporation Copies of such Plan and Agreement are on file in the offices of the Secretary of First Independence Corporation, P.O. Drawer 947, Myrtle and Sixth Streets, Independence, Kansas 67301. The Grantee further agrees that simultaneously with the execution of this Agreement, the Grantee shall execute five stock powers in favor of the Corporation with respect to the Shares and that the Grantee shall promptly deliver such stock powers to the Corporation. 5. Grantee's Rights. Except as otherwise provided herein, the Grantee, as owner of the Shares, shall have all rights of a stockholder, including, but not limited to, the right to receive all dividends paid on the Shares and the right to vote such Shares. 6. Expiration of Restricted Period. Upon the lapse or expiration of the Restricted Period with respect to a portion of the Shares, the Corporation shall deliver to the Grantee (or in the case of a decreased Grantee, to [his/her] legal representation) the certificate in respect of such shares and the related stock power held by the Corporation pursuant to Section 4 above. The Shares as to which the Restricted Period shall have lapsed or expired shall be free of the restrictions referred to in Section 2 above and such certificate shall not bear the legend provided for in Section 4 above. 7. Adjustments for Changes in Capitalization of the Corporation. In the event of any change in the outstanding shares of Common Stock by reason of any reorganization, recapitalization, stock split, stock dividend, combination or exchange of shares, merger, consolidation, or any change in the corporate structure of the Corporation or in the shares of Common Stock, the number and class of shares covered by this Agreement shall be appropriately adjusted by the Committee, whose determination shall be conclusive. Any shares of Common Stock or other securities received, as a result of the foregoing, by the Grantee with respect to Shares subject to the restrictions contained in Section 2 above also shall be subject to such restrictions and the certificate or other instruments representing or evidencing such shares or securities shall be legended and deposited with the Corporation in the manner provided in Section 4 above. 8. Effect of Change in Control. Each of the events specified in the following clauses (i) through (iii) of this Section 8 shall be deemed a "change of control": (i) any third person, including a "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, shall become the beneficial owner of shares of the Corporation with respect to which 25% or more of the total number of votes for the election of the Board of Directors of the Corporation may be cast, (ii) as a result of, or in connection with, any cash tender offer, merger or other business combination, sale of assets or contested election, or combination of the foregoing, the persons who were directors of the Corporation shall cease to constitute a majority of the Board of Directors of the Corporation, or (iii) the shareholders of the Corporation shall approve an agreement providing either for a transaction in which the Corporation will cease to be an independent publicly owned entity or for a sale or other disposition of all or substantially all the assets of the Corporation, provided, however, that the occurrence of any such events shall not be deemed a "change in control" if, prior to such occurrence, a resolution specifically approving such occurrence shall have been adopted by at least a majority of the Disinterested Directors (as defined in the Corporation's Certificate of Incorporation) of the Corporation. If the Continuous Service of the Grantee shall terminate, for whatever reason, at any time within twelve months after a change in control, the Restricted Period with respect to all Shares shall lapse upon such termination and all Shares shall become fully vested in the Grantee. 9. Delivery and Registration of Shares of Common Stock. The Corporation's obligation to deliver shares of Common Stock hereunder shall, if 2 the Committee so requests, be conditioned upon the receipt of a representation as to the investment intention of the Grantee or any other person to whom such shares are to be delivered, in such form as the Committee shall determine to be necessary or advisable to comply with the provisions of the Securities Act of 1933, as amended, or any other Federal, state or local securities legislation or regulation. It may be provided that any representation requirement shall become inoperative upon a registration of such shares or other action eliminating the necessity of such representation under such Securities Act or other securities regulation. The Corporation shall not be required to deliver any shares under the Plan prior to (i) the admission of such shares to listing on any stock exchange on which the shares of Common Stock may then be listed, and (ii) the completion of such registration or other qualification of such shares under any state or Federal law, rule or regulation, as the Committee shall determine to be necessary or advisable. 10. Plan and Plan Interpretations as Controlling. The Shares hereby awarded and the terms and conditions herein set forth are subject in all respects to the terms and conditions of the Plan, which are controlling. All determinations and interpretations of the Committee shall be binding and conclusive upon the Grantee or [his/her] legal representatives with regard to any question arising hereunder or under the Plan. 11. Grantee Service. Nothing in this Agreement shall limit the right of the Corporation or any of its Affiliates to terminate the Grantee's service as a director, officer or employee, or otherwise impose upon the Corporation or any of its Affiliates any obligation to employ or accept the services of the Grantee. 12. Withholding and Social Security Taxes. Upon the termination of the Restricted Period with respect to any Shares (or any such earlier time, if any, that an election is made under Section 83(b) of the Code, or any successor provision thereto, to include the value of such Shares in taxable income), the Corporation shall withhold from the Grantee's compensation an amount sufficient to fulfill its or its Affiliate's withholding requirements for Federal, state and social security taxes. Alternatively, the Corporation may require the Grantee to pay the Corporation the amount of any taxes which the Corporation is required to withhold with respect to the Shares, or, in lieu thereof, to retain or sell without notice a sufficient number of Shares to cover the amount required to be withheld. The Corporation shall withhold from any cash dividends paid on the Restricted Stock an amount sufficient to cover taxes owed as a result of the dividend payment. The Corporation's method of satisfying its withholding obligations shall be solely in the discretion of the Corporation, subject to applicable Federal, state and local laws. 13. Grantee Acceptance. The Grantee shall signify [his/her] acceptance of the terms and conditions of this Agreement by signing in the space provided below and signing the attached stock power and returning a signed copy thereof and of the attached stock power to the Corporation. IF A FULLY EXECUTED COPY HEREOF AND THE ATTACHED STOCK POWER HAVE NOT BEEN RECEIVED BY THE CORPORATION, THE CORPORATION MAY REVOKE THIS AWARD, AND AVOID ALL OBLIGATIONS UNDER THIS AGREEMENT. 3 IN WITNESS WHEREOF, the parties hereto have caused this RESTRICTED STOCK AGREEMENT to be executed as of the date first above written. FIRST INDEPENDENCE CORPORATION By: ___________________________________ Larry G. Spencer, President ACCEPTED: ___________________________________ (Name) ___________________________________ (Street Address) ___________________________________ (City, State & Zip Code) 4 EX-5 3 OPINION OF SILVER, FREEDMAN & TAFF, L.L.P Exhibit 5 March 13, 1995 Board of Directors First Independence Corporation Myrtle and 6th Streets Independence, Kansas 67301-0947 Gentlemen: We have acted as counsel to First Independence Corporation (the "Corporation") in connection with the preparation and filing with the Securities and Exchange Commission of a registration statement on Form S-8 under the Securities Act of 1933 (the "Registration Statement") relating to 21,821 shares of the Corporation's Common Stock, par value $.01 per share (the "Common Stock"), offered pursuant to the Recognition and Retention Plan of the Corporation (the "Plan"). In this connection, we have reviewed originals or copies, certified or otherwise identified to our satisfaction, of the Corporation's Certificate of Incorporation, Bylaws, resolutions of its Board of Directors and such other documents and corporate records as we deem appropriate for the purpose of giving this opinion. Based upon the foregoing, it is our opinion that: 1. The shares of Common Stock being so registered have been duly authorized. 2. The shares of Common Stock issued by the Corporation pursuant to the Plan were, when issued, legally issued, fully paid and non-assessable shares of Common Stock of the Corporation. Very truly yours, /s/SILVER, FREEDMAN & TAFF, L.L.P. SILVER, FREEDMAN & TAFF, L.L.P. EX-23.1 4 CONSENT OF SILVER, FREEMAN & TAFF, L.L.P. Exhibit 23.1 March 13, 1995 Board of Directors First Independence Corporation Myrtle and 6th Streets Independence, Kansas 67301-0947 Gentlemen: We hereby consent to the inclusion of our opinion as Exhibit 5 of this Registration Statement and the reference to our firm in the Prospectus. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/SILVER, FREEDMAN & TAFF, L.L.P. SILVER, FREEDMAN & TAFF, L.L.P. EX-23.2 5 CONSENT OF GRANT THORNTON, L.L.P Exhibit 23.2 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We have issued our report dated October 27, 1994 accompanying the consolidated financial statements of First Independence Corporation and Subsidiary appearing in the 1994 Annual Report of the Company to its shareholders included in the Annual Report on Form 10-KSB for the year ended September 30, 1994 which is incorporated by reference in this Registration Statement on Form S-8. We consent to the incorporation by reference in the Registration Statement of the aforementioned report and to the use of our name as it appears under the caption "Experts." GRANT THORNTON LLP /s/Grant Thornton LLP Wichita, Kansas March 3, 1995 EX-24 6 POWER OF ATTORNEY Exhibit 24 POWER OF ATTORNEY Contained on signature page. -----END PRIVACY-ENHANCED MESSAGE-----