As filed with the Securities and Exchange Commission on March 26, 2002
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________
ARTHUR J. GALLAGHER & CO.
(Exact name of registrant as specified in its charter)
Delaware 6411 36-2151613
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
Two Pierce Place, Itasca, Illinois 60143-3141, (630) 773-3800
(Address, including zip code and telephone number, including area code,
of registrant's principal executive offices)
JOHN C. ROSENGREN, ESQ.
Vice President and General Counsel
Arthur J. Gallagher & Co.
Two Pierce Place
Itasca, Illinois 60143-3141
(630) 773-3800
(Name, address, including zip code and telephone number, including area code,
of agent for service)
Please Send Copies of All Communications to:
KURT W. FLORIAN, JR., ESQ.
Katten Muchin Zavis
525 West Monroe Street, Suite 1600
Chicago, Illinois 60661-3693
(312) 902-5200
Approximate date of commencement of proposed sale to the public: From time
to time after the effectiveness of this registration statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
check the following box. [X]
CALCULATION OF REGISTRATION FEE
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Amount Proposed Maximum
Title of Each Class of to be Offering Price Proposed Maximum Amount of
Securities to be Registered Registered/(1)/ Per Share/(2)/ Aggregate Offering Price/(2)/ Registration Fee
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Common Stock, $1.00 par value 5,940,329 shares $32.52 $193,179,499 $17,772.51
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(1) In addition to the 5,940,329 shares being registered hereby, the prospectus
contained herein also relates to shares previously registered on our
registration statements nos. 333-75197 and 333-55254. Pursuant to Rule
416(a) under the Securities Act of 1933, the number of shares of common
stock registered hereby is subject to adjustment to prevent dilution
resulting from stock splits, stock dividends or similar transactions.
(2) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee, on the basis of the average high and low
prices of our common stock, as reported on the Consolidated Transaction
Reporting System for securities listed on the NYSE on March 25, 2002.
As permitted by Rule 429, the prospectus in this registration statement
constitutes post-effective amendment no. 2 to registration statement no.
333-75197 which became effective July 9, 1999 and post-effective amendment no. 1
to registration statement no. 333-55254 which became effective February 21,
2001.
We hereby amend this registration statement on such date or dates as may be
necessary to delay its effective date until we shall file a further amendment
which specifically states that this registration statement shall thereafter
become effective in accordance with Section 8(a) of the Securities Act of 1933
or until this registration statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
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++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+ The information contained in this prospectus is not complete and may be +
+ changed. We may not sell these securities until the registration statement +
+ filed with the Securities and Exchange Commission is effective. This +
+ This prospectus is not an offer to sell these securities, and it is not +
+ soliciting any offer to buy these securities in any state where the offer or +
+ sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED MARCH 26, 2002
PROSPECTUS
[LOGO]
ARTHUR J. GALLAGHER & CO.
12,000,000 SHARES
COMMON STOCK
_______________________
This prospectus relates to 12,000,000 shares of our common stock which we
intend to issue in connection with future acquisitions of other businesses or
properties.
Our common stock trades on the New York Stock Exchange under the trading
symbol AJG. The last sales price of our stock on March 25, 2002 was $32.30 per
share.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
_______________________
Prospectus dated March __, 2002
This prospectus incorporates important business and financial information
that is not included in or delivered with this prospectus. This information is
available without charge to security holders upon oral or written request to
Arthur J. Gallagher & Co., Two Pierce Place, Itasca, Illinois 60143-3141,
Attention: Investor Relations (Tel. (630) 773-3800). To ensure timely delivery
of the information, please make any request at least five business days before
the day you must make your investment decision. See "Where You Can Find More
Information."
_______________________
We have not authorized any person to provide information or make any
representation about this offering that is not in this prospectus. Prospective
investors should rely only on the information contained in this prospectus. This
prospectus is not an offer to sell nor is it seeking an offer to buy these
securities in any jurisdiction where the offer or sale is prohibited.
Information in this prospectus is correct only as of its date, regardless of
when any later offer or sale occurs.
TABLE OF CONTENTS
PAGE
----
The Company ....................................................... 3
Selected Consolidated Financial Data .............................. 4
Plan of Distribution .............................................. 5
Available Information ............................................. 6
Where You Can Find More Information ............................... 6
Validity of Common Stock .......................................... 7
Experts ........................................................... 7
2
THE COMPANY
We provide insurance brokerage, risk management and related services to our
clients in the United States and abroad. Our principal business is the
negotiation and placement of insurance for our clients. We also specialize in
furnishing risk management services. Risk management involves assisting clients
in analyzing risks. This analytical process involves determining whether proper
protection is best obtained through the purchase of insurance or through
retention of all or a portion of those risks and the adoption of corporate risk
management policies and cost-effective loss control and prevention programs.
Risk management services also include claims management, loss control consulting
and property appraisals. We believe that our ability to deliver comprehensively
structured risk management and brokerage services is one of our major strengths.
In addition, we have a financial services operation that manages our investment
portfolio.
We operate through a network of more than 250 offices located throughout
the United States and eight countries abroad and through a network of
correspondent brokers and consultants in more than 100 countries around the
world. Some of these offices are fully staffed with sales, marketing, claims and
other service personnel; others function as servicing offices for our brokerage
and risk management service operations. Our international operations include a
Lloyd's of London broker and affiliated companies in the United Kingdom and
other facilities in Australia, Bermuda, Canada, Scotland, Singapore, New Zealand
and Papua New Guinea.
We were founded in 1927 and were reincorporated as a Delaware corporation
in 1972. Our principal executive offices are located at Two Pierce Place,
Itasca, Illinois 60143-3141, and our telephone number is (630) 773-3800.
3
SELECTED CONSOLIDATED FINANCIAL DATA
The following selected consolidated financial data for each of the five
years in the period ended December 31, 2001 have been derived from our
consolidated financial statements. Such data should be read in conjunction with
our audited consolidated financial statements and related notes, which have been
incorporated by reference into this prospectus.
Year Ended December 31, (1)
--------------------------------------------------------------
2001 2000 1999 1998 1997
---------- ---------- ---------- ---------- ----------
(In thousands, except per share amounts)
Consolidated Statement of Earnings Data:
Commissions ................................. $ 534,450 $ 470,244 $ 437,706 $ 419,460 $ 392,427
Fees ........................................ 324,864 281,235 235,879 213,360 186,014
Investment income and other ................. 50,729 43,794 39,945 25,289 40,452
---------- ---------- ---------- ---------- ----------
Total revenues .............................. 910,043 795,273 713,530 658,109 618,893
Total expenses .............................. 768,190 661,534 586,506 574,943 524,221
---------- ---------- ---------- ---------- ----------
Earnings before income taxes ................ 141,853 133,739 127,024 83,166 94,672
Net earnings ................................ 125,256 92,955 83,240 66,879 63,388
Net earnings per common share (2) ........... 1.48 1.11 1.02 .83 .81
Net earnings per common and common
equivalent share (3) ..................... 1.39 1.04 .97 .80 .78
Dividends declared per common share (4) ..... .52 .46 .40 .35 .31
Consolidated Balance Sheet Data:
Total assets ................................ $1,471,823 $1,135,488 $ 990,608 $ 914,461 $ 848,746
Short-term borrowings outstanding under
line of credit facilities ................ 35,000 -- 15,000 15,000 15,000
Total stockholders' equity .................. 371,613 328,900 260,801 268,668 239,455
---------------------------
(1) The financial information for all periods prior to 2001 has been restated
for seven 2001 acquisitions accounted for using the pooling of interests
method.
(2) Based on weighted average number of common shares outstanding during the
year.
(3) Based on weighted average number of common and common equivalent shares
outstanding during the year.
(4) Based on the total dividends declared on a share of common stock
outstanding during the entire year.
4
PLAN OF DISTRIBUTION
The shares of our common stock covered by this prospectus may be
offered and issued by us from time to time in connection with future
acquisitions of other businesses or properties.
We expect to offer and sell the shares covered by this prospectus in
connection with future acquisitions within the next two years. We anticipate
that our future acquisitions will consist principally of additional insurance
brokerage and related businesses. The consideration for acquisitions may include
cash, including installment payments, shares of common stock, other securities
including securities which may be converted into common stock, guarantees,
assumptions of liabilities or any two or more of the foregoing, as determined
from time to time by negotiations between us and the owners or controlling
persons of the businesses or properties to be acquired. In addition, we may
enter into employment contracts and non-competition agreements with former
owners and key executive personnel of acquired businesses. At this time we are
engaged in preliminary discussions with a number of candidates for possible
future acquisitions.
In general, the terms of a future acquisition will be determined by
negotiations between our representatives and the owners or controlling persons
of the businesses or properties to be acquired, and the factors taken into
account in an acquisition may include the established quality and reputation of
the business and its management, gross commission revenues, earning power, cash
flow, growth potential, location of the business and properties to be acquired
and geographical and service diversification resulting from the acquisition. We
anticipate that shares of our common stock issued in any future acquisition will
be valued at a price reasonably related to the current market value of the
common stock as reported for securities listed on the NYSE, either at the time
the terms of the acquisition are tentatively agreed upon or at or about the time
or times of delivery of the shares. We do not expect to receive any cash
proceeds, other than cash balances of acquired companies, in connection with any
such issuances.
We do not expect that underwriting discounts or commissions will be
paid by us except that finder's fees may be paid to persons from time to time in
connection with specific acquisitions. Any person receiving any such fees may be
deemed to be an underwriter within the meaning of the Securities Act of 1933.
5
AVAILABLE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file with
the SEC at the SEC's public reference rooms in Washington, D.C., New York, New
York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. Our SEC filings are also available to
the public from the SEC's website at "http://www.sec.gov" and from our website
------------------
at "http://www.ajg.com." Our common stock is listed on the NYSE under the symbol
------------------
"AJG" and the periodic reports, proxy statements and other information we file
with the SEC may also be inspected at the offices of the NYSE at 20 Broad
Street, New York, New York 10005.
WHERE YOU CAN FIND MORE INFORMATION
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and the information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents and information listed below:
(1) Our Annual Report on Form 10-K for the fiscal year ended December
31, 2001, filed on March 22, 2002.
(2) The description of our common stock contained in Form 8-A
(registration no. 0-13480), which incorporates by reference our
registration statement on Form S-1 (registration no. 2-89195),
and the description of common share purchase rights currently
attached to the common stock contained in Form 8-A (registration
no. 0-13480) filed with the SEC on May 12, 1987 and in Current
Report on Form 8-K (registration no. 0-13480) filed with the SEC
on May 18, 1987.
In addition, this prospectus incorporates by reference any future
filings we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 from the date of the initial filing of the
registration statement that includes this prospectus until the termination of
the offering. Information in this prospectus supersedes related information in
the documents listed above and information in subsequently filed documents
supersedes related information in both this prospectus and the incorporated
documents.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
Arthur J. Gallagher & Co.
Two Pierce Place
Itasca, Illinois 60143-3141
Attention: Investor Relations
(630) 773-3800
This prospectus is part of registration statements that we have filed
with the SEC. You should rely only on the information or representations
provided in this prospectus. We have not authorized anyone to provide you with
different information. You should not assume that the information in this
prospectus is accurate as of any date other than the date on the front of the
document.
6
VALIDITY OF COMMON STOCK
For the purpose of this offering, our General Counsel, John C. Rosengren,
Esq., is providing an opinion on the validity of the shares. Mr. Rosengren holds
1,600 shares of our common stock and options to purchase 72,200 shares of our
common stock.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule included in our Annual Report on Form 10-K for
the year ended December 31, 2001, as set forth in their report, which is
incorporated by reference in this prospectus. Our consolidated financial
statements and schedule are incorporated by reference in reliance on Ernst &
Young LLP's report, given on their authority as experts in accounting and
auditing.
7
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers
Article Seventh of our By-laws (filed as Exhibit 3.2) and Article
Thirteenth of our Restated Certificate of Incorporation (filed as Exhibit 3.1)
provide in effect for our indemnification of each of our directors, officers,
employees or agents to the full extent permitted by the Delaware General
Corporation Law.
Article Seventh of our By-laws provides that we shall indemnify any person
in connection with any action, suit, or proceeding brought or threatened by
reason of the fact that he or she is or was one of our directors, officers,
employees or agents, or is or was serving at our request as a director, officer,
employee or agent of another enterprise, against all costs actually and
reasonably incurred by him or her in connection with such action, suit or
proceeding if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to our best interests, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. Similar indemnity is permitted to be provided to such
persons in connection with an action or suit by us or in our right, and provided
further that such person shall not have been adjudged liable for negligence or
misconduct in the performance of his or her duty to us, unless, in view of all
the circumstances of the case, the court in which the action or suit was brought
determines that such person despite the adjudication of liability is fairly and
reasonably entitled to indemnity for such expenses.
Article Thirteenth of our Restated Certificate of Incorporation eliminates
the liability of our directors for monetary damages for breach of fiduciary duty
as a director except where a director breaches his or her duty of loyalty to us
and our stockholders, fails to act in good faith or engages in intentional
misconduct or a knowing violation of law, authorizes the payment of a dividend
or stock repurchase which is illegal under Section 174 of the Delaware General
Corporation Laws or obtains an improper personal benefit.
We also maintain and pay premiums on a directors' and officers' liability
insurance policy and have entered into an indemnity agreement with each of our
directors and officers. The provisions of the indemnity agreement alter or
clarify the statutory indemnity in the following respect: (1) indemnity will be
explicitly provided for settlements in derivative actions; (2) prompt payment of
litigation expenses will be provided in advance of indemnification; (3) prompt
indemnification of advances of expenses will be provided unless a determination
is made that the director or officer has not met the required standard; (4) the
director or officer will be permitted to petition a court to determine whether
his actions meet the standards required; and (5) partial indemnification will be
permitted in the event that the director or officer is not entitled to full
indemnification. In addition, the indemnity agreement specifically includes
indemnification with respect to actions, suits or proceedings brought under
and/or predicated upon the Securities Act of 1933 and/or the Securities Exchange
Act of 1934.
The preceding summary is qualified in its entirety by our Restated
Certificate of Incorporation, By-laws and the indemnity agreements.
II-1
Item 21. Exhibits and Financial Statement Schedules
(a) The following exhibits are filed herewith or incorporated herein by
reference.
Exhibit No. Description of Exhibit Location
------------ ------------------------------ ----------------------------------------------------------------
3.1 Our Restated Certificate of Incorporated by reference to the same exhibit number to our Form
Incorporation. 10-Q quarterly report for the quarterly period ended June 30,
1996, file no. 1-9761.
3.1.1 Certificate of Amendment of our Incorporated by reference to the same exhibit number to our Form
Restated Certificate of 10-Q quarterly report for the quarterly period ended June 30,
Incorporation. 2000, file no. 1-9761.
3.1.2 Certificate of Amendment of our Incorporated by reference to the same exhibit number to our Form
Restated Certificate of 10-Q quarterly report for the quarterly period ended June 30,
Incorporation. 2001, file no. 1-9761.
3.2 Our By-Laws. Incorporated by reference to the same exhibit number to our Form
S-1 registration statement no. 33-10447.
3.3 Rights Agreement between us and Incorporated by reference to exhibits 1 and 2 to our Form 8-A
Bank of America Illinois registration statement filed May 12, 1987, file no. 0-13480.
(formerly Continental Illinois
National Bank and Trust Company
of Chicago).
3.4 Assignment and Assumption Incorporated by reference to the same exhibit number to our Form
Agreement of Rights Agreement S-8 registration statement no. 33-38031.
by and among Bank of America
Illinois formerly Continental
Illinois National Bank and Trust
Company of Chicago), Harris Trust
and Savings Bank and us.
3.5 Amendment no. 1 to exhibit 3.3. Incorporated by reference to the same exhibit
number to our Form 10-Q quarterly report for the quarterly period
ended June 30, 1996, file no. 1-9761.
4.1 Instruments defining the rights Relevant portions contained in our Restated Certificate of
of security holders. Incorporation and By-Laws and the Rights Agreement in exhibits
3.1, 3.2 and 3.3, respectively, hereby incorporated
by reference.
5.0 Opinion of John C. Rosengren,
our Vice President and General
Counsel, including consent.
23.1 Consent of Ernst & Young LLP,
as independent auditors.
23.2 Consent of John C. Rosengren, Included in exhibit 5.0.
our Vice President and General
Counsel.
24.0 Powers of Attorney.
(b) Financial Statement Schedules:
Schedule II Valuation and Qualifying Accounts is incorporated herein by
reference to our Form 10-K annual report for 2001, file no. 1-9761.
II-2
All other exhibits and schedules are omitted because they are not applicable
or not required or because the required information is included in the
consolidated financial statements or notes thereto.
Item 22. Undertakings
We hereby undertake as follows:
(1) To file, during any period in which any 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective 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.
(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.
(4) 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.
(5) That prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this registration
statement, by any person or party who is deemed to be an underwriter within the
meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus
will contain the information called for by the applicable registration form with
respect to reofferings by persons who may be deemed underwriters, in addition to
the information called for by the other items of the applicable form.
II-3
(6) That every prospectus (i) that is filed pursuant to paragraph (5)
immediately preceding, or (ii) that purports to meet the requirements of Section
10(a)(3) of the Securities Act of 1933 and is used in connection with an
offering of securities subject to Rule 415, will be filed as a part of an
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes 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.
(7) 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 SEC such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
(8) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this Form,
within one business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date of the
registration statement through the date of responding to the request.
(9) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein, that
was not the subject of and included in the registration statement when it became
effective, except where the transaction in which the securities being offered
pursuant to the registration statement would itself qualify for an exemption
under Section 5 of the Securities Act of 1933, absent the existence of other
similar (prior or subsequent) transactions.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Arthur J.
Gallagher & Co. has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Itasca,
State of Illinois, on the 26/th/ day of March, 2002.
ARTHUR J. GALLAGHER & CO.
By: /s/ J. Patrick Gallagher, Jr.
-----------------------------------------
J. Patrick Gallagher, Jr.
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below on March 26, 2002 by the
following persons in the capacities indicated.
Signature Title
-------------------------------------------- --------------------------------------------------
/s/ Robert E. Gallagher* Chairman and Director
--------------------------------------------
(Robert E. Gallagher)
/s/ J. Patrick Gallagher, Jr. President and Director (Chief Executive Officer)
--------------------------------------------
(J. Patrick Gallagher, Jr.)
/s/ Michael J. Cloherty Executive Vice President and Director (Chief
--------------------------------------------
(Michael J. Cloherty) Financial Officer)
/s/ Richard C. Cary Controller (Chief Accounting Officer)
--------------------------------------------
(Richard C. Cary)
/s/ James J. Braniff III* Director
--------------------------------------------
(James J. Braniff III)
/s/ T. Kimball Brooker* Director
--------------------------------------------
(T. Kimball Brooker)
/s/ Gary P. Coughlan* Director
--------------------------------------------
(Gary P. Coughlan)
/s/ James W. Durkin, Jr.* Director
--------------------------------------------
(James W. Durkin, Jr.)
/s/ Ilene S. Gordon* Director
--------------------------------------------
(Ilene S. Gordon)
/s/ David E. McGurn, Jr.* Director
--------------------------------------------
(David E. McGurn, Jr.)
/s Richard J. McKenna* Director
--------------------------------------------
(Richard J. McKenna)
/s/ Robert Ripp* Director
--------------------------------------------
(Robert Ripp)
/s/ James R. Wimmer* Director
--------------------------------------------
(James R. Wimmer)
*By: /S/ John C. Rosengren
----------------------------------
John C. Rosengren,
Attorney-in-fact