-----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, LYJ4I2mw2Eo6Ta/81A5sNAgBFeeJeI3W5BLppOPOj8s4NQvGm8/UNwCYP327YAoK dEEhll8V5b1AEqWuJyKCBw== 0000950152-94-000152.txt : 19940217 0000950152-94-000152.hdr.sgml : 19940217 ACCESSION NUMBER: 0000950152-94-000152 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19940216 19940307 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOCIETY CORP CENTRAL INDEX KEY: 0000091576 STANDARD INDUSTRIAL CLASSIFICATION: 6021 IRS NUMBER: 346542451 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 33 SEC FILE NUMBER: 033-52293 FILM NUMBER: 94509929 BUSINESS ADDRESS: STREET 1: 127 PUBLIC SQ CITY: CLEVELAND STATE: OH ZIP: 44114-1306 BUSINESS PHONE: 2166893000 S-8 1 SOCIETY S-8 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 --------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SOCIETY CORPORATION (To Be Renamed "KeyCorp" Upon Consummation of the Merger of KeyCorp, an Existing New York Corporation, and Society Corporation, an Existing Ohio Corporation.) - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) OHIO - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation or Organization) 34-6542451 - -------------------------------------------------------------------------------- (I.R.S. Employer Identification No.) 127 PUBLIC SQUARE, CLEVELAND, OHIO 44114 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) SOCIETY CORPORATION EMPLOYEES' STOCK PURCHASE PLAN - -------------------------------------------------------------------------------- (Full Title of the Plan) LAWRENCE J. CARLINI, GENERAL COUNSEL AND SECRETARY SOCIETY CORPORATION, 127 PUBLIC SQUARE, CLEVELAND, OHIO 44114 - -------------------------------------------------------------------------------- (Name and Address of Agent For Service) 216-689-3000 - -------------------------------------------------------------------------------- (Telephone Number, Including Area Code, of Agent for Service) CALCULATION OF REGISTRATION FEE ==============================================================================
Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Per Offering Registration Registered Registered Share* Price* Fee* - --------------- -------------- -------------- ---------------- --------------- Common Shares, with a par 400,000 $29.375 $11,750,000 $4,051.75 value of $1 each** ============================================================================== * Pursuant to Rule 457 of the Securities Exchange Act of 1933, figures are based on the average of the high and low prices for Society Common Stock as reported on the New York Stock Exchange as of February 11, 1994. ** Includes associated Rights (the "Rights") to purchase the Registrant's Common Stock. Until the occurrence of certain prescribed events, none of which has occurred, the Rights are not exercisable, are evidenced by the certificates representing the Registrant's Common Stock, and will be transferred along with and only with the Registrant's Common Stock.
2 As of the date of this Registration Statement, there is a pending merger between KeyCorp, a New York corporation ("Old KeyCorp"), and Society Corporation, an Ohio corporation ("Society"). Upon consummation of the merger, Society, as an Ohio corporation, will be the surviving corporation but will be renamed KeyCorp. References to Old KeyCorp in this Registration Statement are references to KeyCorp, the New York corporation existing prior to the merger. References to KeyCorp in this Registration Statement are references to the surviving corporation subsequent to the merger, and its successors. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The following documents, which are on file with the Securities and Exchange Commission, are hereby incorporated herein by reference: a. Society's Annual Report on Form 10-K for the year ended December 31, 1992; b. Society's Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30, and September 30, 1993; c. Society's Current Reports on Form 8-K filed on January 27, March 22, April 14, July 9, October 13, November 19, 1993, and January 20, 1994; d. Society's Registration Statement on Form S-4 filed on December 28, 1993; e. The descriptions of Society Common Stock and the related rights to purchase Society Common Stock contained in Society's Registration Statement on Form 8-A with respect thereto filed pursuant to Section 12 of the Exchange Act (and any amendment or report filed for the purpose of updating the description); f. Old KeyCorp's Annual Report on Form 10-K for the year ended December 31, 1992; g. Old KeyCorp's Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30, and September 30, 1993; h. Old KeyCorp's Current Reports on Form 8-K filed on January 14, January 27, March 18 (as amended by a Form 8 filed on May 20), which contained the audited restated consolidated financial statements of Old KeyCorp for the fiscal year ended December 31, 1992 (which gave effect to the merger of Old KeyCorp with Puget Sound Bancorp on January 15, 1993), April 28, May 19, July 8 (two Reports), September 21, October 13 (two Reports), October 15, 1993, January 14, 1994, and January 21, 1994; and i. All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 subsequent to the date of this Registration Statement 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 to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing such documents. - 1 - 3 Item 4. Description of Securities. Not Applicable. Item 5. Interests of Named Experts and Counsel. Not Applicable. Item 6. Indemnification of Directors and Officers. Under Ohio law, Ohio corporations are authorized to indemnify directors, officers, employees, and agents within prescribed limits and must indemnify them under certain circumstances. Ohio law does not provide statutory authorization for a corporation to indemnify directors, officers, employees, and agents for settlements, fines, or judgments in the context of derivative suits. However, it provides that directors (but not officers, employees, and agents) are entitled to mandatory advancement of expenses, including attorneys' fees, incurred in defending any action, including derivative actions, brought against the director, provided the director agrees to cooperate with the corporation concerning the matter and to repay the amount advanced if it is proved by clear and convincing evidence that his act or failure to act was done with deliberate intent to cause injury to the corporation or with reckless disregard for the corporation's best interests. Ohio law does not authorize payment of judgments to a director, officer, employee, or agent after a finding of negligence or misconduct in a derivative suit absent a court order. Indemnification is required, however, to the extent such person succeeds on the merits. In all other cases, if a director, officer, employee, or agent acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, indemnification is discretionary except as otherwise provided by a corporation's articles, code of regulations, or by contract except with respect to the advancement of expenses of directors. Under Ohio law, a director is not liable for monetary damages unless it is proved by clear and convincing evidence that his action or failure to act was undertaken with deliberate intent to cause injury to the corporation or with reckless disregard for the best interests of the corporation. There is, however, no comparable provision limiting the liability of officers, employees, or agents of a corporation. The statutory right to indemnification is not - 2 - 4 exclusive in Ohio, and Ohio corporations may, among other things, procure insurance for such persons. The Society Regulations provide that Society shall indemnify to the fullest extent permitted by law any person made or threatened to be made a party to any action, suit, or proceeding by reason of the fact that he is or was a director, officer, or employee of Society or of any other bank, corporation, partnership, trust, or other enterprise for which he was serving as a director, officer, or employee at the request of Society. Except as stated above, neither the Amended and Restated Articles of Incorporation of Society nor any other contract or arrangement to which Society is a party provides for such indemnification. Under the terms of Society's directors' and officers' liability and company reimbursement insurance policy, directors and officers of Society are insured against certain liabilities, including liabilities arising under the Securities Act. The Regulations of KeyCorp will contain identical indemnification provisions to those in the Society Regulations. KeyCorp will continue to maintain directors' and officers' liability and company reimbursement insurance policies under which directors and officers of KeyCorp will be insured against certain liabilities including liabilities arising under the Securities Act. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits. The Exhibits to the Registration Statement are listed in the Exhibit Index on page 6 of the Registration Statement. 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; (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) 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; provided, however, that clauses (i) and (ii) do not apply if the Registration Statement is on Form S-3, Form S-8, and the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed by - 3 - 5 the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference 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 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. C. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by the 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. - 4 - 6 Society Corporation Index to Exhibits
Form S-4 Exhibit No. Description - ----------- ----------- 4 (a) Amended and Restated Articles of Incorporation of Incorporated herein by reference to Exhibit Society Corporation, as last amended on September 4(a) to Form S-4 filed on December 28, 1993 17, 1993 (b) Amended and Restated Articles of Incorporation of Incorporated herein by reference to Exhibit KeyCorp 4(b) to Form S-4 filed on December 28, 1993 (c) Regulations of Society Corporation, as last amended Incorporated herein by reference to Exhibit as of March 16, 1992 3.2 to Form 10-K for Fiscal Year Ended December 31, 1992 filed on March 24, 1993 (d) Regulations of KeyCorp Incorporated herein by reference to Exhibit 4(d) to Form S-4 filed on December 28, 1993 (e) Rights Agreement, dated as of August 25, 1989, Incorporated herein by reference to Exhibit 1 between Society Corporation and First Chicago Trust to Form 8-A filed on August 29, 1989 Company of New York, as Rights Agent, including as Exhibit A thereto the form of Rights Certificate (f) Amendment No. 1 to Rights Agreement, dated February Incorporated herein by reference to Exhibit 1 21, 1991, between Society Corporation and First to Form 8-A filed on February 28, 1991 Chicago Trust Company of New York, as Rights Agent (g) Amendment No. 2 to Rights Agreement dated September Incorporated herein by reference to Exhibit 4 12, 1991, between Society Corporation and First to Schedule 13D filed on September 23, 1991 Chicago Trust Company of New York, as Rights Agent (h) Amendment No. 3 to Rights Agreement dated October 1, Incorporated herein by reference to Exhibit 4 1993 between Society Corporation and Society to Schedule 13D filed on October 12, 1993 National Bank, as Rights Agent 5 Opinion of Thompson, Hine and Flory as to the legality of the Securities being registered 15 Letter of Ernst & Young re: unaudited interim financial information 23 (a) Consent of Ernst & Young
- 5 - 7 (b) Consent of Ernst & Young (c) Consent of Thompson, Hine and Flory (included as part of Exhibit 5) 24 (a) Powers of Attorney (b) Certified Resolutions of Board of Directors of Society
- 6 - 8 SIGNATURES THE REGISTRANT. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF CLEVELAND, STATE OF OHIO, ON THIS 16TH DAY OF FEBRUARY, 1994. SOCIETY CORPORATION, Registrant By /s/ Lawrence J. Carlini --------------------------------- Lawrence J. Carlini General Counsel and Secretary 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.
TITLE AND SIGNATURE DATE ------------------- ---- Robert W. Gillespie, Chairman of the Board, Chief Executive Officer, February 16, 1994 President, and Director (Principal Executive Officer); James W. Wert, Vice Chairman of the Board, Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer); Roger Noall, Director; William G. Bares, Director; Edward F. Bell, Director; Albert C. Bersticker, Director; Thomas A. Commes, Director; Howard J. Cooper, Director; Betty Cope, Director; Allen H. Ford, Director; T. Raymond Gregory, Director; Jerry Hammes, Director; Stephen R. Hardis, Director; Lawrence A. Leser, Director; A. Stephen Martindale, Director; John G. McDonald, Director; Henry L. Meyer III, Director; Steven A. Minter, Director; M. Thomas Moore, Director; John C. Morley, Director; Richard W. Pogue, Director; James S. Reid, Jr., Director; Harry A. Shaw III, Director; Dennis W. Sullivan, Director; and Renold D. Thompson, Director.
By /s/ Lawrence J. Carlini ----------------------------- Lawrence J. Carlini, Attorney-in-Fact February 16, 1994 - 7 - 9 EXHIBITS EX-5 2 EXHIBIT 1 Exhibit 5 February 16, 1994 Society Corporation 127 Public Square Cleveland, Ohio 44114 Gentlemen: As counsel for Society Corporation (the "Company"), we are familiar with the Registration Statement on Form S-8 (the "Registration Statement") to be filed by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, with respect to 400,000 of the Company's Common Shares, $1 par value each and related rights to purchase Common Shares, (the "Shares") to be issued in connection with the Company's Employees' Stock Purchase Plan (the "Plan"). In connection with the foregoing, we have examined the following: 1. The Amended Articles of Incorporation and the Amended Regulations of the Company, both as amended to date; 2. The records relating to the organization of the Company and such other records of corporate proceedings and such other documents as we deemed it necessary to examine as a basis for the opinions hereinafter expressed; 3. The Registration Statement (including Exhibits thereto) to be filed with the Securities and Exchange Commission; and 4. Copies of the Plan, and the records of the proceedings of the Board of Directors of the Company relating to the adoption and approval thereof. Based upon such examination, we are of the opinion that: A. The Company is a corporation duly organized and validly existing under the laws of the State of Ohio. 2 Society Corporation February 16, 1994 Page 2 B. The Shares have been duly authorized and, when issued and delivered pursuant to the Plan and in the manner contemplated by the Registration Statement, will be validly issued, fully paid, and non-assessable. We hereby consent to the filing of this Opinion as Exhibit 5 to the Registration Statement and to the use of our name therein. Very truly yours, /s/ Thompson, Hine and Flory ---------------------------- THOMPSON, HINE AND FLORY EX-15 3 EXHIBIT 1 Exhibit 15 February 14, 1994 Shareholders and Board of Directors KeyCorp We are aware of the incorporation by reference in the Registration Statement (Form S-8, dated February 16, 1994) pertaining to the Society Corporation Employees' Stock Purchase Plan of our reports dated April 15, 1993, July 15, 1993, and October 14, 1993 relating to the unaudited consolidated interim financial statements of KeyCorp which are included in its Forms 10-Q for the quarters ended March 31, 1993, June 30, 1993, and September 30, 1993. Pursuant to Rule 436(c) of the Securities Act of 1933 our reports are not a part of the registration statement prepared or certified by accountants within the meaning of Section 7 or 11 of the Securities Act of 1933. /s/ Ernst & Young ------------------------------ ERNST & YOUNG EX-23.A 4 EXHIBIT 1 Exhibit 23(a) Consent of Ernst & Young, Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8, dated February 16, 1994) pertaining to the Society Corporation Employees' Stock Purchase Plan, of our report dated January 29, 1993, with respect to the consolidated financial statements of Society Corporation and Subsidiaries incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 1992, filed with the Securities and Exchange Commission. /s/ Ernst & Young -------------------------- ERNST & YOUNG Cleveland, Ohio February 14, 1994 EX-23.B 5 EXHIBIT 1 Exhibit 23(b) Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8, dated February 16, 1994) pertaining to the Society Corporation Employees' Stock Purchase Plan, of our report dated January 15, 1993 with respect to the KeyCorp 1992 Supplemental Financial Statements (which are now considered to be the primary financial statements, giving effect to the merger of Puget Sound Bancorp with KeyCorp on January 15, 1993) included in the KeyCorp current report on Form 8-K dated March 18, 1993 (as amended by a Form 8 dated May 20, 1993), filed with the Securities and Exchange Commission. /s/ Ernst & Young ---------------------------- ERNST & YOUNG Albany, New York February 14, 1994 EX-24.A 6 EXHIBIT 1 Exhibit 24(a) SOCIETY CORPORATION POWER OF ATTORNEY The undersigned, an officer or director, or both an officer and director of Society Corporation, an Ohio corporation, which anticipates filing with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, such registration statements or amendments to existing registration statements (on such Form S-3, S-8 or such other form or forms as are applicable) to effect the registration of up to 400,000 Common Shares of the Corporation to be issued and sold under the Corporation's Dividend Reinvestment and Cash Payment Plan (the "Plan") (or under a new employee stock purchase plan which may be adopted) in addition to the 400,000 Common Shares currently authorized to be issued and sold under the Plan, hereby constitutes and appoints Robert W. Gillespie, Roger Noall, and Lawrence J. Carlini, and each of them, as attorney for the undersigned, with full power of substitution and resubstitution for and in the name, place, and stead of the undersigned, to sign and file the proposed registration statements or amendments to existing registration statements and any and all amendments, post-effective amendments, and exhibits thereto, and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to such securities or such registration with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary to be done in the premises, hereby ratifying and approving the acts of such attorney or any such substitute or substitutes. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as of January 20, 1994. /s/ Robert W. Gillespie ---------------------------- 2 SOCIETY CORPORATION POWER OF ATTORNEY The undersigned, an officer or director, or both an officer and director of Society Corporation, an Ohio corporation, which anticipates filing with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, such registration statements or amendments to existing registration statements (on such Form S-3, S-8 or such other form or forms as are applicable) to effect the registration of up to 400,000 Common Shares of the Corporation to be issued and sold under the Corporation's Dividend Reinvestment and Cash Payment Plan (the "Plan") (or under a new employee stock purchase plan which may be adopted) in addition to the 400,000 Common Shares currently authorized to be issued and sold under the Plan, hereby constitutes and appoints Robert W. Gillespie, Roger Noall, and Lawrence J. Carlini, and each of them, as attorney for the undersigned, with full power of substitution and resubstitution for and in the name, place, and stead of the undersigned, to sign and file the proposed registration statements or amendments to existing registration statements and any and all amendments, post-effective amendments, and exhibits thereto, and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to such securities or such registration with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary to be done in the premises, hereby ratifying and approving the acts of such attorney or any such substitute or substitutes. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as of January 20, 1994. /s/ James W. Wert --------------------------- 3 SOCIETY CORPORATION POWER OF ATTORNEY The undersigned, an officer or director, or both an officer and director of Society Corporation, an Ohio corporation, which anticipates filing with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, such registration statements or amendments to existing registration statements (on such Form S-3, S-8 or such other form or forms as are applicable) to effect the registration of up to 400,000 Common Shares of the Corporation to be issued and sold under the Corporation's Dividend Reinvestment and Cash Payment Plan (the "Plan") (or under a new employee stock purchase plan which may be adopted) in addition to the 400,000 Common Shares currently authorized to be issued and sold under the Plan, hereby constitutes and appoints Robert W. Gillespie, Roger Noall, and Lawrence J. Carlini, and each of them, as attorney for the undersigned, with full power of substitution and resubstitution for and in the name, place, and stead of the undersigned, to sign and file the proposed registration statements or amendments to existing registration statements and any and all amendments, post-effective amendments, and exhibits thereto, and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to such securities or such registration with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary to be done in the premises, hereby ratifying and approving the acts of such attorney or any such substitute or substitutes. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as of January 20, 1994. /s/ Roger Noall ---------------------------- 4 SOCIETY CORPORATION POWER OF ATTORNEY The undersigned, an officer or director, or both an officer and director of Society Corporation, an Ohio corporation, which anticipates filing with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, such registration statements or amendments to existing registration statements (on such Form S-3, S-8 or such other form or forms as are applicable) to effect the registration of up to 400,000 Common Shares of the Corporation to be issued and sold under the Corporation's Dividend Reinvestment and Cash Payment Plan (the "Plan") (or under a new employee stock purchase plan which may be adopted) in addition to the 400,000 Common Shares currently authorized to be issued and sold under the Plan, hereby constitutes and appoints Robert W. Gillespie, Roger Noall, and Lawrence J. Carlini, and each of them, as attorney for the undersigned, with full power of substitution and resubstitution for and in the name, place, and stead of the undersigned, to sign and file the proposed registration statements or amendments to existing registration statements and any and all amendments, post-effective amendments, and exhibits thereto, and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to such securities or such registration with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary to be done in the premises, hereby ratifying and approving the acts of such attorney or any such substitute or substitutes. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as of January 20, 1994. /s/ William G. Bares ---------------------------- 5 SOCIETY CORPORATION POWER OF ATTORNEY The undersigned, an officer or director, or both an officer and director of Society Corporation, an Ohio corporation, which anticipates filing with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, such registration statements or amendments to existing registration statements (on such Form S-3, S-8 or such other form or forms as are applicable) to effect the registration of up to 400,000 Common Shares of the Corporation to be issued and sold under the Corporation's Dividend Reinvestment and Cash Payment Plan (the "Plan") (or under a new employee stock purchase plan which may be adopted) in addition to the 400,000 Common Shares currently authorized to be issued and sold under the Plan, hereby constitutes and appoints Robert W. Gillespie, Roger Noall, and Lawrence J. Carlini, and each of them, as attorney for the undersigned, with full power of substitution and resubstitution for and in the name, place, and stead of the undersigned, to sign and file the proposed registration statements or amendments to existing registration statements and any and all amendments, post-effective amendments, and exhibits thereto, and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to such securities or such registration with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary to be done in the premises, hereby ratifying and approving the acts of such attorney or any such substitute or substitutes. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as of January 21, 1994. /s/ Edward F. Bell ---------------------------- 6 SOCIETY CORPORATION POWER OF ATTORNEY The undersigned, an officer or director, or both an officer and director of Society Corporation, an Ohio corporation, which anticipates filing with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, such registration statements or amendments to existing registration statements (on such Form S-3, S-8 or such other form or forms as are applicable) to effect the registration of up to 400,000 Common Shares of the Corporation to be issued and sold under the Corporation's Dividend Reinvestment and Cash Payment Plan (the "Plan") (or under a new employee stock purchase plan which may be adopted) in addition to the 400,000 Common Shares currently authorized to be issued and sold under the Plan, hereby constitutes and appoints Robert W. Gillespie, Roger Noall, and Lawrence J. Carlini, and each of them, as attorney for the undersigned, with full power of substitution and resubstitution for and in the name, place, and stead of the undersigned, to sign and file the proposed registration statements or amendments to existing registration statements and any and all amendments, post-effective amendments, and exhibits thereto, and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to such securities or such registration with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary to be done in the premises, hereby ratifying and approving the acts of such attorney or any such substitute or substitutes. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as of January 21, 1994. /s/ Albert C. Bersticker --------------------------- 7 SOCIETY CORPORATION POWER OF ATTORNEY The undersigned, an officer or director, or both an officer and director of Society Corporation, an Ohio corporation, which anticipates filing with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, such registration statements or amendments to existing registration statements (on such Form S-3, S-8 or such other form or forms as are applicable) to effect the registration of up to 400,000 Common Shares of the Corporation to be issued and sold under the Corporation's Dividend Reinvestment and Cash Payment Plan (the "Plan") (or under a new employee stock purchase plan which may be adopted) in addition to the 400,000 Common Shares currently authorized to be issued and sold under the Plan, hereby constitutes and appoints Robert W. Gillespie, Roger Noall, and Lawrence J. Carlini, and each of them, as attorney for the undersigned, with full power of substitution and resubstitution for and in the name, place, and stead of the undersigned, to sign and file the proposed registration statements or amendments to existing registration statements and any and all amendments, post-effective amendments, and exhibits thereto, and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to such securities or such registration with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary to be done in the premises, hereby ratifying and approving the acts of such attorney or any such substitute or substitutes. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as of January 20, 1994. /s/ Thomas A. Commes ---------------------------- 8 SOCIETY CORPORATION POWER OF ATTORNEY The undersigned, an officer or director, or both an officer and director of Society Corporation, an Ohio corporation, which anticipates filing with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, such registration statements or amendments to existing registration statements (on such Form S-3, S-8 or such other form or forms as are applicable) to effect the registration of up to 400,000 Common Shares of the Corporation to be issued and sold under the Corporation's Dividend Reinvestment and Cash Payment Plan (the "Plan") (or under a new employee stock purchase plan which may be adopted) in addition to the 400,000 Common Shares currently authorized to be issued and sold under the Plan, hereby constitutes and appoints Robert W. Gillespie, Roger Noall, and Lawrence J. Carlini, and each of them, as attorney for the undersigned, with full power of substitution and resubstitution for and in the name, place, and stead of the undersigned, to sign and file the proposed registration statements or amendments to existing registration statements and any and all amendments, post-effective amendments, and exhibits thereto, and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to such securities or such registration with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary to be done in the premises, hereby ratifying and approving the acts of such attorney or any such substitute or substitutes. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as of January 28, 1994. /s/ Howard J. Cooper ---------------------------- 9 SOCIETY CORPORATION POWER OF ATTORNEY The undersigned, an officer or director, or both an officer and director of Society Corporation, an Ohio corporation, which anticipates filing with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, such registration statements or amendments to existing registration statements (on such Form S-3, S-8 or such other form or forms as are applicable) to effect the registration of up to 400,000 Common Shares of the Corporation to be issued and sold under the Corporation's Dividend Reinvestment and Cash Payment Plan (the "Plan") (or under a new employee stock purchase plan which may be adopted) in addition to the 400,000 Common Shares currently authorized to be issued and sold under the Plan, hereby constitutes and appoints Robert W. Gillespie, Roger Noall, and Lawrence J. Carlini, and each of them, as attorney for the undersigned, with full power of substitution and resubstitution for and in the name, place, and stead of the undersigned, to sign and file the proposed registration statements or amendments to existing registration statements and any and all amendments, post-effective amendments, and exhibits thereto, and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to such securities or such registration with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary to be done in the premises, hereby ratifying and approving the acts of such attorney or any such substitute or substitutes. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as of January 25, 1994. /s/ Betty Cope ---------------------------- 10 SOCIETY CORPORATION POWER OF ATTORNEY The undersigned, an officer or director, or both an officer and director of Society Corporation, an Ohio corporation, which anticipates filing with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, such registration statements or amendments to existing registration statements (on such Form S-3, S-8 or such other form or forms as are applicable) to effect the registration of up to 400,000 Common Shares of the Corporation to be issued and sold under the Corporation's Dividend Reinvestment and Cash Payment Plan (the "Plan") (or under a new employee stock purchase plan which may be adopted) in addition to the 400,000 Common Shares currently authorized to be issued and sold under the Plan, hereby constitutes and appoints Robert W. Gillespie, Roger Noall, and Lawrence J. Carlini, and each of them, as attorney for the undersigned, with full power of substitution and resubstitution for and in the name, place, and stead of the undersigned, to sign and file the proposed registration statements or amendments to existing registration statements and any and all amendments, post-effective amendments, and exhibits thereto, and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to such securities or such registration with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary to be done in the premises, hereby ratifying and approving the acts of such attorney or any such substitute or substitutes. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as of January 20, 1994. /s/ Allen H. Ford --------------------------- 11 SOCIETY CORPORATION POWER OF ATTORNEY The undersigned, an officer or director, or both an officer and director of Society Corporation, an Ohio corporation, which anticipates filing with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, such registration statements or amendments to existing registration statements (on such Form S-3, S-8 or such other form or forms as are applicable) to effect the registration of up to 400,000 Common Shares of the Corporation to be issued and sold under the Corporation's Dividend Reinvestment and Cash Payment Plan (the "Plan") (or under a new employee stock purchase plan which may be adopted) in addition to the 400,000 Common Shares currently authorized to be issued and sold under the Plan, hereby constitutes and appoints Robert W. Gillespie, Roger Noall, and Lawrence J. Carlini, and each of them, as attorney for the undersigned, with full power of substitution and resubstitution for and in the name, place, and stead of the undersigned, to sign and file the proposed registration statements or amendments to existing registration statements and any and all amendments, post-effective amendments, and exhibits thereto, and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to such securities or such registration with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary to be done in the premises, hereby ratifying and approving the acts of such attorney or any such substitute or substitutes. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as of January 22, 1994. /s/ T. Raymond Gregory --------------------------- 12 SOCIETY CORPORATION POWER OF ATTORNEY The undersigned, an officer or director, or both an officer and director of Society Corporation, an Ohio corporation, which anticipates filing with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, such registration statements or amendments to existing registration statements (on such Form S-3, S-8 or such other form or forms as are applicable) to effect the registration of up to 400,000 Common Shares of the Corporation to be issued and sold under the Corporation's Dividend Reinvestment and Cash Payment Plan (the "Plan") (or under a new employee stock purchase plan which may be adopted) in addition to the 400,000 Common Shares currently authorized to be issued and sold under the Plan, hereby constitutes and appoints Robert W. Gillespie, Roger Noall, and Lawrence J. Carlini, and each of them, as attorney for the undersigned, with full power of substitution and resubstitution for and in the name, place, and stead of the undersigned, to sign and file the proposed registration statements or amendments to existing registration statements and any and all amendments, post-effective amendments, and exhibits thereto, and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to such securities or such registration with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary to be done in the premises, hereby ratifying and approving the acts of such attorney or any such substitute or substitutes. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as of January 20, 1994. /s/ Jerry Hammes --------------------------- 13 SOCIETY CORPORATION POWER OF ATTORNEY The undersigned, an officer or director, or both an officer and director of Society Corporation, an Ohio corporation, which anticipates filing with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, such registration statements or amendments to existing registration statements (on such Form S-3, S-8 or such other form or forms as are applicable) to effect the registration of up to 400,000 Common Shares of the Corporation to be issued and sold under the Corporation's Dividend Reinvestment and Cash Payment Plan (the "Plan") (or under a new employee stock purchase plan which may be adopted) in addition to the 400,000 Common Shares currently authorized to be issued and sold under the Plan, hereby constitutes and appoints Robert W. Gillespie, Roger Noall, and Lawrence J. Carlini, and each of them, as attorney for the undersigned, with full power of substitution and resubstitution for and in the name, place, and stead of the undersigned, to sign and file the proposed registration statements or amendments to existing registration statements and any and all amendments, post-effective amendments, and exhibits thereto, and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to such securities or such registration with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary to be done in the premises, hereby ratifying and approving the acts of such attorney or any such substitute or substitutes. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as of January 20, 1994. /s/ Stephen R. Hardis ---------------------------- 14 SOCIETY CORPORATION POWER OF ATTORNEY The undersigned, an officer or director, or both an officer and director of Society Corporation, an Ohio corporation, which anticipates filing with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, such registration statements or amendments to existing registration statements (on such Form S-3, S-8 or such other form or forms as are applicable) to effect the registration of up to 400,000 Common Shares of the Corporation to be issued and sold under the Corporation's Dividend Reinvestment and Cash Payment Plan (the "Plan") (or under a new employee stock purchase plan which may be adopted) in addition to the 400,000 Common Shares currently authorized to be issued and sold under the Plan, hereby constitutes and appoints Robert W. Gillespie, Roger Noall, and Lawrence J. Carlini, and each of them, as attorney for the undersigned, with full power of substitution and resubstitution for and in the name, place, and stead of the undersigned, to sign and file the proposed registration statements or amendments to existing registration statements and any and all amendments, post-effective amendments, and exhibits thereto, and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to such securities or such registration with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary to be done in the premises, hereby ratifying and approving the acts of such attorney or any such substitute or substitutes. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as of January 20, 1994. /s/ Lawrence A. Leser ---------------------------- 15 SOCIETY CORPORATION POWER OF ATTORNEY The undersigned, an officer or director, or both an officer and director of Society Corporation, an Ohio corporation, which anticipates filing with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, such registration statements or amendments to existing registration statements (on such Form S-3, S-8 or such other form or forms as are applicable) to effect the registration of up to 400,000 Common Shares of the Corporation to be issued and sold under the Corporation's Dividend Reinvestment and Cash Payment Plan (the "Plan") (or under a new employee stock purchase plan which may be adopted) in addition to the 400,000 Common Shares currently authorized to be issued and sold under the Plan, hereby constitutes and appoints Robert W. Gillespie, Roger Noall, and Lawrence J. Carlini, and each of them, as attorney for the undersigned, with full power of substitution and resubstitution for and in the name, place, and stead of the undersigned, to sign and file the proposed registration statements or amendments to existing registration statements and any and all amendments, post-effective amendments, and exhibits thereto, and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to such securities or such registration with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary to be done in the premises, hereby ratifying and approving the acts of such attorney or any such substitute or substitutes. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as of January 21, 1994. /s/ A. Stephen Martindale ---------------------------- 16 SOCIETY CORPORATION POWER OF ATTORNEY The undersigned, an officer or director, or both an officer and director of Society Corporation, an Ohio corporation, which anticipates filing with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, such registration statements or amendments to existing registration statements (on such Form S-3, S-8 or such other form or forms as are applicable) to effect the registration of up to 400,000 Common Shares of the Corporation to be issued and sold under the Corporation's Dividend Reinvestment and Cash Payment Plan (the "Plan") (or under a new employee stock purchase plan which may be adopted) in addition to the 400,000 Common Shares currently authorized to be issued and sold under the Plan, hereby constitutes and appoints Robert W. Gillespie, Roger Noall, and Lawrence J. Carlini, and each of them, as attorney for the undersigned, with full power of substitution and resubstitution for and in the name, place, and stead of the undersigned, to sign and file the proposed registration statements or amendments to existing registration statements and any and all amendments, post-effective amendments, and exhibits thereto, and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to such securities or such registration with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary to be done in the premises, hereby ratifying and approving the acts of such attorney or any such substitute or substitutes. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as of January 20, 1994. /s/ John G. McDonald ---------------------------- 17 SOCIETY CORPORATION POWER OF ATTORNEY The undersigned, an officer or director, or both an officer and director of Society Corporation, an Ohio corporation, which anticipates filing with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, such registration statements or amendments to existing registration statements (on such Form S-3, S-8 or such other form or forms as are applicable) to effect the registration of up to 400,000 Common Shares of the Corporation to be issued and sold under the Corporation's Dividend Reinvestment and Cash Payment Plan (the "Plan") (or under a new employee stock purchase plan which may be adopted) in addition to the 400,000 Common Shares currently authorized to be issued and sold under the Plan, hereby constitutes and appoints Robert W. Gillespie, Roger Noall, and Lawrence J. Carlini, and each of them, as attorney for the undersigned, with full power of substitution and resubstitution for and in the name, place, and stead of the undersigned, to sign and file the proposed registration statements or amendments to existing registration statements and any and all amendments, post-effective amendments, and exhibits thereto, and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to such securities or such registration with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary to be done in the premises, hereby ratifying and approving the acts of such attorney or any such substitute or substitutes. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as of January 20, 1994. /s/ Henry L. Meyer III ---------------------------- 18 SOCIETY CORPORATION POWER OF ATTORNEY The undersigned, an officer or director, or both an officer and director of Society Corporation, an Ohio corporation, which anticipates filing with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, such registration statements or amendments to existing registration statements (on such Form S-3, S-8 or such other form or forms as are applicable) to effect the registration of up to 400,000 Common Shares of the Corporation to be issued and sold under the Corporation's Dividend Reinvestment and Cash Payment Plan (the "Plan") (or under a new employee stock purchase plan which may be adopted) in addition to the 400,000 Common Shares currently authorized to be issued and sold under the Plan, hereby constitutes and appoints Robert W. Gillespie, Roger Noall, and Lawrence J. Carlini, and each of them, as attorney for the undersigned, with full power of substitution and resubstitution for and in the name, place, and stead of the undersigned, to sign and file the proposed registration statements or amendments to existing registration statements and any and all amendments, post-effective amendments, and exhibits thereto, and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to such securities or such registration with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary to be done in the premises, hereby ratifying and approving the acts of such attorney or any such substitute or substitutes. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as of January 20, 1994. /s/ Steven A. Minter --------------------------- 19 SOCIETY CORPORATION POWER OF ATTORNEY The undersigned, an officer or director, or both an officer and director of Society Corporation, an Ohio corporation, which anticipates filing with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, such registration statements or amendments to existing registration statements (on such Form S-3, S-8 or such other form or forms as are applicable) to effect the registration of up to 400,000 Common Shares of the Corporation to be issued and sold under the Corporation's Dividend Reinvestment and Cash Payment Plan (the "Plan") (or under a new employee stock purchase plan which may be adopted) in addition to the 400,000 Common Shares currently authorized to be issued and sold under the Plan, hereby constitutes and appoints Robert W. Gillespie, Roger Noall, and Lawrence J. Carlini, and each of them, as attorney for the undersigned, with full power of substitution and resubstitution for and in the name, place, and stead of the undersigned, to sign and file the proposed registration statements or amendments to existing registration statements and any and all amendments, post-effective amendments, and exhibits thereto, and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to such securities or such registration with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary to be done in the premises, hereby ratifying and approving the acts of such attorney or any such substitute or substitutes. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as of January 22, 1994. /s/ M. Thomas Moore --------------------------- 20 SOCIETY CORPORATION POWER OF ATTORNEY The undersigned, an officer or director, or both an officer and director of Society Corporation, an Ohio corporation, which anticipates filing with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, such registration statements or amendments to existing registration statements (on such Form S-3, S-8 or such other form or forms as are applicable) to effect the registration of up to 400,000 Common Shares of the Corporation to be issued and sold under the Corporation's Dividend Reinvestment and Cash Payment Plan (the "Plan") (or under a new employee stock purchase plan which may be adopted) in addition to the 400,000 Common Shares currently authorized to be issued and sold under the Plan, hereby constitutes and appoints Robert W. Gillespie, Roger Noall, and Lawrence J. Carlini, and each of them, as attorney for the undersigned, with full power of substitution and resubstitution for and in the name, place, and stead of the undersigned, to sign and file the proposed registration statements or amendments to existing registration statements and any and all amendments, post-effective amendments, and exhibits thereto, and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to such securities or such registration with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary to be done in the premises, hereby ratifying and approving the acts of such attorney or any such substitute or substitutes. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as of January 20, 1994. /s/ John C. Morley ---------------------------- 21 SOCIETY CORPORATION POWER OF ATTORNEY The undersigned, an officer or director, or both an officer and director of Society Corporation, an Ohio corporation, which anticipates filing with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, such registration statements or amendments to existing registration statements (on such Form S-3, S-8 or such other form or forms as are applicable) to effect the registration of up to 400,000 Common Shares of the Corporation to be issued and sold under the Corporation's Dividend Reinvestment and Cash Payment Plan (the "Plan") (or under a new employee stock purchase plan which may be adopted) in addition to the 400,000 Common Shares currently authorized to be issued and sold under the Plan, hereby constitutes and appoints Robert W. Gillespie, Roger Noall, and Lawrence J. Carlini, and each of them, as attorney for the undersigned, with full power of substitution and resubstitution for and in the name, place, and stead of the undersigned, to sign and file the proposed registration statements or amendments to existing registration statements and any and all amendments, post-effective amendments, and exhibits thereto, and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to such securities or such registration with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary to be done in the premises, hereby ratifying and approving the acts of such attorney or any such substitute or substitutes. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as of January 20, 1994. /s/ Richard W. Pogue ---------------------------- 22 SOCIETY CORPORATION POWER OF ATTORNEY The undersigned, an officer or director, or both an officer and director of Society Corporation, an Ohio corporation, which anticipates filing with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, such registration statements or amendments to existing registration statements (on such Form S-3, S-8 or such other form or forms as are applicable) to effect the registration of up to 400,000 Common Shares of the Corporation to be issued and sold under the Corporation's Dividend Reinvestment and Cash Payment Plan (the "Plan") (or under a new employee stock purchase plan which may be adopted) in addition to the 400,000 Common Shares currently authorized to be issued and sold under the Plan, hereby constitutes and appoints Robert W. Gillespie, Roger Noall, and Lawrence J. Carlini, and each of them, as attorney for the undersigned, with full power of substitution and resubstitution for and in the name, place, and stead of the undersigned, to sign and file the proposed registration statements or amendments to existing registration statements and any and all amendments, post-effective amendments, and exhibits thereto, and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to such securities or such registration with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary to be done in the premises, hereby ratifying and approving the acts of such attorney or any such substitute or substitutes. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as of January 20, 1994. /s/ James S. Reid --------------------------- 23 SOCIETY CORPORATION POWER OF ATTORNEY The undersigned, an officer or director, or both an officer and director of Society Corporation, an Ohio corporation, which anticipates filing with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, such registration statements or amendments to existing registration statements (on such Form S-3, S-8 or such other form or forms as are applicable) to effect the registration of up to 400,000 Common Shares of the Corporation to be issued and sold under the Corporation's Dividend Reinvestment and Cash Payment Plan (the "Plan") (or under a new employee stock purchase plan which may be adopted) in addition to the 400,000 Common Shares currently authorized to be issued and sold under the Plan, hereby constitutes and appoints Robert W. Gillespie, Roger Noall, and Lawrence J. Carlini, and each of them, as attorney for the undersigned, with full power of substitution and resubstitution for and in the name, place, and stead of the undersigned, to sign and file the proposed registration statements or amendments to existing registration statements and any and all amendments, post-effective amendments, and exhibits thereto, and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to such securities or such registration with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary to be done in the premises, hereby ratifying and approving the acts of such attorney or any such substitute or substitutes. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as of January 20, 1994. /s/ Harry A. Shaw III ---------------------------- 24 SOCIETY CORPORATION POWER OF ATTORNEY The undersigned, an officer or director, or both an officer and director of Society Corporation, an Ohio corporation, which anticipates filing with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, such registration statements or amendments to existing registration statements (on such Form S-3, S-8 or such other form or forms as are applicable) to effect the registration of up to 400,000 Common Shares of the Corporation to be issued and sold under the Corporation's Dividend Reinvestment and Cash Payment Plan (the "Plan") (or under a new employee stock purchase plan which may be adopted) in addition to the 400,000 Common Shares currently authorized to be issued and sold under the Plan, hereby constitutes and appoints Robert W. Gillespie, Roger Noall, and Lawrence J. Carlini, and each of them, as attorney for the undersigned, with full power of substitution and resubstitution for and in the name, place, and stead of the undersigned, to sign and file the proposed registration statements or amendments to existing registration statements and any and all amendments, post-effective amendments, and exhibits thereto, and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to such securities or such registration with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary to be done in the premises, hereby ratifying and approving the acts of such attorney or any such substitute or substitutes. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as of January 19, 1994. /s/ Dennis W. Sullivan --------------------------- 25 SOCIETY CORPORATION POWER OF ATTORNEY The undersigned, an officer or director, or both an officer and director of Society Corporation, an Ohio corporation, which anticipates filing with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, such registration statements or amendments to existing registration statements (on such Form S-3, S-8 or such other form or forms as are applicable) to effect the registration of up to 400,000 Common Shares of the Corporation to be issued and sold under the Corporation's Dividend Reinvestment and Cash Payment Plan (the "Plan") (or under a new employee stock purchase plan which may be adopted) in addition to the 400,000 Common Shares currently authorized to be issued and sold under the Plan, hereby constitutes and appoints Robert W. Gillespie, Roger Noall, and Lawrence J. Carlini, and each of them, as attorney for the undersigned, with full power of substitution and resubstitution for and in the name, place, and stead of the undersigned, to sign and file the proposed registration statements or amendments to existing registration statements and any and all amendments, post-effective amendments, and exhibits thereto, and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to such securities or such registration with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary to be done in the premises, hereby ratifying and approving the acts of such attorney or any such substitute or substitutes. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as of January 20, 1994. /s/ Renold D. Thompson --------------------------- EX-24.B 7 EXHIBIT 1 Exhibit 24(b) CERTIFICATION I, Lawrence J. Carlini, hereby certify that I am the Secretary of Society Corporation, a corporation duly organized under the laws of the State of Ohio, that I have in my possession the corporate records regarding the Corporation, and that attached hereto is a true and correct copy of the resolution duly adopted by the Executive Committee of the Board of Directors of such Corporation at a meeting thereof duly called and held on January 20, 1994, at which meeting a quorum of the Board was present throughout, and that such resolutions have not been rescinded and are in full force and effect. IN WITNESS THEREOF, the undersigned has hereunto put his hand and the seal of this Corporation on this 20th day of January, 1994. /s/ Lawrence J. Carlini ---------------------------- Lawrence J. Carlini Secretary Society Corporation 2 Resolution adopted by the Executive Committee of the Board of Directors of Society Corporation on January 20, 1994. RESOLVED, that in connection with the consummation of the merger of KeyCorp and the Corporation, the Corporation's Dividend Reinvestment and Cash Payment Plan (the "Plan") be (a) combined with KeyCorp's Dividend Reinvestment and Stock Purchase Plan and (b) amended (or a new plan adopted) which incorporates such combination and the following: a minimum optional cash payment of $10.00 and a maximum optional cash payment of $10,000.00 per month; the elimination of preferred stockholders as eligible participants in the Plan; a new employee stock purchase feature pursuant to which an Eligible Employee (as would be defined in the Plan) may join and participate in the Plan through payroll deduction of up to a ten percent purchase price discount; such other terms as the officers of the Corporation deem necessary or advisable (provided, however, the employee stock purchase feature may be part of the Plan as amended, or it may be a separate plan, all as may be determined by the officers of the Corporation). FURTHER RESOLVED, that the officers of the Corporation be and each of them is hereby authorized to approve amendments to the Plan, or the form of new plan or plans, as authorized above, together with any other related or corresponding amendments to the Plan that such officer may determine to be necessary or desirable. FURTHER RESOLVED, that, in addition to the 400,000 Common Shares currently authorized to be issued and sold under the Plan, the Corporation is hereby authorized to issue and sell up to 400,000 additional Common Shares pursuant to the Plan as amended and that the officers of the Corporation be and each of them is hereby authorized to cause to be issued from time to time up to an aggregate amount of 800,000 Common Shares in connection with the Plan; provided, however, if the employee stock purchase feature is adopted as a separate plan, the officers of the Corporation are authorized to allocate such authorized Common Shares between the Plan as amended and the separate employee stock purchase plan in such manner as they determine advisable. 3 FURTHER RESOLVED, that the officers of the Corporation be and each of them is hereby authorized, for and on behalf of the Corporation, to prepare or cause to be prepared and to execute and file with the Securities and Exchange Commission (the "Commission") such registration statements or amendments to existing registration statements (on such form or forms as are applicable) under the Securities Act of 1933, as amended (the "1933 Act"), and to do or cause to be done all things necessary or advisable to effect registration under the 1993 Act of the Common Shares authorized above to be issued and to be sold under the Plan. FURTHER RESOLVED, that Robert W. Gillespie, Roger Noall, and Lawrence J. Carlini be and each of them are hereby appointed as the attorney-in-fact of the Corporation with full power of substitution and resubstitution, for and in the name, place, and stead of the Corporation, to sign and file: (A) any and all registration statements on Form S-3, Form S-8, or such other forms as may be appropriate and such amendments as may be, in their judgment, appropriate, with respect to the Common Shares or other securities issuable pursuant to the above resolutions, (B) any and all amendments, post-effective amendments, and exhibits thereto, and (C) any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to such securities or such registrations, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary to effect such registrations, and that such officers be and each of them are hereby authorized and directed, for and on behalf of the Corporation, to execute a power of attorney evidencing the foregoing appointment of attorney. FURTHER RESOLVED, that the officers of the Corporation are hereby authorized in connection with the proposed offering of the Common Shares, to take any action which they may deem necessary or advisable to effect the registration or qualification (or exemption therefrom) of such Common Shares under the securities or blue sky laws of any of the States of the United States of America to carry out such offering, and, in connection therewith, to execute, acknowledge, verify, deliver, file, and publish all such applications, reports, notices, and other papers and instruments to post bonds or otherwise give security as may be required under such laws, and to take all such further action as any of them may deem necessary or advisable to maintain such registration or qualification or exemption therefrom for as long as they may deem necessary or required by law. 4 FURTHER RESOLVED, that the officers of the Corporation are hereby authorized to execute and file irrevocable written consents to service of process in all States of the United States of America where such consents may be requisite or advisable under the securities law thereof in connection with the registration, qualification, or exemption of the Common Shares and to appoint the appropriate person as agent of the Corporation for the purposes of receiving and accepting process. FURTHER RESOLVED, that any form of additional resolution relating to any of the foregoing resolutions appropriate to or required by law, regulation, or a regulatory agency, be and it is hereby adopted and that the Secretary and each Assistant Secretary of the Corporation be and each of them are hereby authorized to certify as having been adopted by this Executive Committee such form of authorizing resolution required in accordance with the foregoing, provided that a copy of each such form of resolution so certified shall be attached to the minutes of this meeting. FURTHER RESOLVED, that the officers of the Corporation be and each of them is hereby authorized to execute any and all additional documents and take any and all additional action necessary to carry out the provisions of the foregoing resolutions. -----END PRIVACY-ENHANCED MESSAGE-----