485BPOS 1 a10-1670_1485bpos.htm 485BPOS

 

As filed with the Securities and Exchange Commission on January 19, 2010

Registration File No. 333-68114

811-10477

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 


 

FORM N-6

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

o

 

 

Pre-Effective Amendment No.       

o

 

 

 

Post-Effective Amendment No. 12

x

 

 

 

and/or

 

 

 

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

o

 

 

 

Amendment No. 11

x

 

(Check appropriate box or boxes.)

 


 

Southern Farm Bureau Life Variable Life Account

(Exact Name of Registrant)

 

Southern Farm Bureau Life Insurance Company

(Name of Depositor)

 


 

1401 Livingston Lane
Jackson, Mississippi 39213
(Address of Depositor’s Principal Executive Offices)

Depositor’s Telephone Number, Including Area Code: (601) 981-7422

 

Joseph A. Purvis, Esq.
Southern Farm Bureau Life Insurance Company
1401 Livingston Lane
Jackson, Mississippi 39213
(Name and Address of Agent for Service)

 

Copy to:
Ann B. Furman, Esq.
Jorden Burt LLP
Suite 400 East
1025 Thomas Jefferson St., N. W.
Washington, D. C. 20007-5208

 


 

Approximate date of proposed public offering: As soon as practicable after the effective date of this registration statement.

It is proposed that this filing will become effective (check appropriate box):

x  immediately upon filing pursuant to paragraph (b) of Rule 485.

o  on (date) pursuant to paragraph (b) of Rule 485.

o  60 days after filing pursuant to paragraph (a)(1) of Rule 485.

o  on (date) pursuant to paragraph (a)(1) of Rule 485.

If appropriate, check the following box:

o  This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

 


 

Title of Securities Being Registered:

Adjustable Premium Variable Life Insurance Policy

 

 

 



 

EXPLANATORY NOTE

 

Southern Farm Bureau Life Insurance Company no longer offers to the public the adjustable premium variable life insurance policy described in the registration statement, SEC File No. 333-68114.  Registrant is filing this post-effective amendment solely to update information contained in Part C of the registration statement to reflect that, as of January 1, 2010, Southern Farm Bureau Fund Distributor, Inc. ceased serving as Registrant’s distributor and principal underwriter.  Except as specifically noted herein, the post-effective amendment is not intended to delete, amend, or supersede any other information contained in the registration statement.

 


 


 

PART C

OTHER INFORMATION

 

Item 26. Exhibits

 

1.    Board of Directors Resolutions.

(a)

Resolution of the Board of Directors of Southern Farm Bureau Life Insurance Company (the “Company”) establishing Southern Farm Bureau Life Variable Life Account (the “Account”)(3)

2.    Custodian Agreements. Not Applicable

3.    Underwriting Contracts. Not Applicable.

4.    Contracts.

(a)

Specimen Adjustable Premium Variable Life Insurance Policy(3)

(b)

Revised Specimen Adjustable Premium Variable Life Insurance Policy(4)(12)

(c)

Form of Waiver of Monthly Deductions Agreement(3)

(d)

Rider Providing Waiver of Monthly Deductions on Insured’s Total Disability(12)

(e)

Revised Rider Providing Waiver of Monthly Deductions on Insured’s Total Disability(12)

(f)

Form of Children’s Term Rider(3)

(g)

Children’s Term Insurance Rider(12)

(h)

Accelerated Benefit Rider(3)(14)

5.    Applications.

(a)

Application for Adjustable Premium Variable Life Insurance Policy(3)

(b)

Revised Application for Adjustable Premium Variable Life Insurance Policy(12)(13)

6.    Depositor’s Certificate of Incorporation and By-Laws.

(a)

Articles of Incorporation of the Company(1)

(b)

By-Laws of the Company(1)

7.    Reinsurance Contracts.

(a)

Reinsurance Agreement between Southern Farm Bureau Life Insurance Company and American United Life Insurance Company(7)

(b)

Reinsurance Agreement between Southern Farm Bureau Life Insurance Company and The Lincoln National Life Insurance Company(7)

(c)

Reinsurance Agreement between Southern Farm Bureau Life Insurance Company and Businessmen’s Assurance Company of America(7)

8.    Participation Agreements.

(a)

Participation Agreement for T. Rowe Price Equity Series, Inc. and T. Rowe Price Fixed Income Series, Inc.(2)

(b)

Amendment to Participation Agreement for T. Rowe Price Equity Series, Inc. and T. Rowe Price Fixed Income
Series, Inc.(4)(10)(13)

(c)

Participation Agreement for Fidelity Variable Insurance Products Fund(2)

(d)

Participation Agreement for Fidelity Variable Insurance Products Fund II(2)

(e)

Participation Agreement for Fidelity Variable Insurance Products Fund III(2)

(f)

Amendment to Participation Agreement for Fidelity Variable Insurance Products Fund(4)(10)(13)

(g)

Amendment to Participation Agreement for Fidelity Variable Insurance Products Fund II(4)(10)(13)

(h)

Amendment to Participation Agreement for Fidelity Variable Insurance Products Fund III(4)(10)(13)

(i)

Participation Agreement for Franklin Templeton Variable Insurance Products Trust(13)

(j)

Rule 22c-2 Shareholder Information Agreement relating to T. Rowe Price Funds(11)

 

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(k)

Rule 22c-2 Shareholder Information Agreement relating to Fidelity Variable Insurance Products Funds(11)

(l)

Amendment to Rule 22c Shareholder Information Agreement relating to Fidelity Variable Insurance Products Funds(14)

(m)

Rule 22c-2 Shareholder Information Agreement relating to Franklin Templeton Variable Insurance Products Trust(13)

9.    Administrative Contracts. Not Applicable.

10.  Other Material Contracts. Not Applicable.

11.  Legal Opinion.

Opinion and Consent of Joseph A. Purvis(14)

12.  Actuarial Opinion. Opinion and consent of Kenneth P. Johnston as to actuarial matters pertaining to the securities being registered(14)

13.  Calculations. Not Applicable.

14.  Other Opinions.

(a)

Consent of Jorden Burt LLP(14)

(b)

Consents of KPMG LLP(14)

15.  Omitted Financial Statements. Not Applicable.

16.  Initial Capital Agreements. Not Applicable.

17.  Redeemability Exemption. Issuance, transfer and redemption procedures memorandum.(5)(13)

18.  Powers of Attorney(3)(6)(8)(9)(10)(11)(13)(14)

(a)

Power of Attorney for J. Joseph Stroble(13)

(b)

Power of Attorney for Laurence E. Favreau(13)

(c)

Power of Attorney for Larry B. Wooten (13)

(d)

Power of Attorney for David M. Winkles, Jr.(13)

(e)

Power of Attorney for Ronald R. Anderson(13)

(f)

Power of Attorney for Gerald W. Long(14)

(g)

Power of Attorney for John Hendricks(14)

(h)

Power of Attorney for Kenneth Dierschke(13)

(i)

Power of Attorney for Ben M. Gramling, II(13)

(j)

Power of Attorney for John Hoblick(13)

(k)

Power of Attorney for Randy Veach(13)

(l)

Power of Attorney for Zippy Duvall(13)

(m)

Power of Attorney for Jim Harper(14)

(n)

Power of Attorney for Mark Edwin Haney(13)

(o)

Power of Attorney for Reggie Magee(13)

(p)

Power of Attorney for Wayne F. Pryor(13)

(q)

Power of Attorney for Rich Hillman (14)

(r)

Power of Attorney for Rick Roth(13)

(s)

Power of Attorney for David Waide(13)

(t)

Power of Attorney for Bobby Nedbalek(13)

(u)

Power of Attorney for Edward Scharer(13)

(v)

Power of Attorney for J. M. Wright, Jr.(13)

(w)

Power of Attorney for Joseph A. Purvis(13)

 


(1)   Incorporated herein by reference to the Registration Statement on Form N-4 (File Nos. 333-79865; 811-09371) filed with the Securities and Exchange Commission on June 3, 1999.

 

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(2)   Incorporated herein by reference to the Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 (File Nos. 333-79865; 811-09371) filed with the Securities and Exchange Commission on October 12, 1999.

(3)   Incorporated herein by reference to the Registration Statement on Form S-6 (File No. 333-68114) filed with the Securities and Exchange Commission on August 22, 2001.

(4)   Incorporated herein by reference to the Pre-Effective Amendment No. 1 to the Registration Statement on Form S-6 (File No. 333-68114) filed with the Securities and Exchange Commission on January 25, 2002.

(5)   Incorporated herein by reference to the Post-Effective Amendment No. 1 to the Registration Statement on Form S-6 (File No. 333-68114) filed with the Securities and Exchange Commission on May 8, 2002.

(6)   Incorporated herein by reference to the Post-Effective Amendment No. 2 to the Registration Statement on Form N-6 (File No. 333-68114) filed with the Securities and Exchange Commission on February 27, 2003.

(7)   Incorporated herein by reference to the Post-Effective Amendment No. 3 to the Registration Statement on Form N-6 (File No. 333-68114) filed with the Securities and Exchange Commission on May 1, 2003.

(8)   Incorporated herein by reference to the Post-Effective Amendment No. 4 to the Registration Statement on Form N-6 (File No. 333-68114) filed with the Securities and Exchange Commission on April 30, 2004.

(9)   Incorporated herein by reference to the Post-Effective Amendment No. 5 to the Registration Statement on Form N-6 (File No. 333-68114) filed with the Securities and Exchange Commission on February 25, 2005.

(10) Incorporated herein by reference to the Post-Effective Amendment No. 7 to the Registration Statement on Form N-6 (File No. 333-68114) filed with the Securities and Exchange Commission on April 28, 2006.

(11) Incorporated herein by reference to the Post-Effective Amendment No. 8 to the Registration Statement on Form N-6 (File No. 333-68114) filed with the Securities and Exchange Commission on April 27, 2007.

(12) Incorporated herein by reference to the Post-Effective Amendment No. 9 to the Registration Statement on Form N-6 (File No. 333-68114) filed with the Securities and Exchange Commission on February 22, 2008.

(13) Incorporated herein by reference to the Post-Effective Amendment No. 10 to the Registration Statement on Form N-6 (File No. 333-68114) filed with the Securities and Exchange Commission on April 25, 2008.

(14) Incorporated herein by reference to the Post-Effective Amendment No. 11 to the Registration Statement on Form N-6 (File No. 333-68114) filed with the Securities and Exchange Commission on April 30, 2009.  

 

Item 27. Directors and Officers of the Depositor

 

Name and Principal Business Address*

 

Position and Offices with Depositor

Ronald R. Anderson

 

Director

Gerald W. Long

 

Director

John Hendricks

 

Director

Kenneth Dierschke

 

Director

Ben M. Gramling, II

 

Director

John Hoblick

 

Director

Randy Veach

 

Director

Zippy Duvall

 

Director

Jim Harper

 

Director

Mark Edwin Haney

 

Director

Reggie Magee

 

Director

Wayne F. Pryor

 

Director

Rich Hillman

 

Director

Rick Roth

 

Director

David Waide

 

Director

Bobby Nedbalek

 

Director

 

C-3



 

Name and Principal Business Address*

 

Position and Offices with Depositor

Edward Scharer

 

Director

J.M. Wright, Jr.

 

Director

Larry B. Wooten

 

Chairman of the Board and President

David M. Winkles, Jr.

 

First Vice President and Director

J. Joseph Stroble

 

Executive Vice President, C.E.O.

Laurence E. Favreau

 

Senior Vice President, C.F.O.

Gino Gianfrancesco

 

Senior Vice President, Marketing

Randy Johns

 

Senior Vice President, Policy Administration and Assistant Secretary

Sherrell Ballard

 

Vice President, Information Systems

Denny Blaylock

 

Vice President, Underwriting

David N. Duddleston, M.D.

 

Vice President, Medical Director

Richard G. Fielding

 

Vice President, Chief Actuary

Philip R. Hogue

 

Vice President, Realty Investments

Kenneth P. Johnston

 

Vice President, Product Development

Lusby Brown

 

Vice President, Chief Investment Officer

Joseph A. Purvis

 

Senior Vice President, General Counsel and Secretary

E.J. “Bubby” Trosclair

 

Vice President, Agency

Robert E. Ward, Jr.

 

Vice President, Controller

Billy Sims

 

Vice President, Human Resources

Glen Castle

 

Vice President, Group, Pension and Variable Product Administration

Perry McGaugh

 

Vice President, Legal

Shelia R. Hudson

 

Vice President, Internal Auditing

 

 

*      The principal business address for each officer and director is 1401 Livingston Lane Jackson, Mississippi 39213.

 

Item 28. Persons Controlled by or Under Common Control With the Depositor or Registrant

 

The registrant is a segregated asset account of the Company and is therefore owned and controlled by the Company. All of the Company’s outstanding voting common stock is owned by Arkansas Farm Bureau Investment Corporation, Florida Farm Bureau Holding Corporation, Georgia Farm Bureau Federation Holding Co. Inc., Kentucky Farm Bureau Investment Corporation, Louisiana Farm Bureau Investment Corporation, Mississippi Farm Bureau Investment Corporation, North Carolina Farm Bureau Investment Corporation, South Carolina Farm Bureau Investment Corporation, Texas Farm Bureau Investment

 

C-4



 

Corporation and Virginia Farm Bureau Holding Corporation. The Company and its affiliates are described more fully in the prospectus included in this registration statement. An organizational chart is set forth below.

 

Name

 

Jurisdiction

 

Percent Of Voting Securities Owned

Arkansas Farm Bureau Investment Corporation

 

Arkansas

 

Controlling interest owned by Arkansas Farm Bureau Federation

Florida Farm Bureau Holding Corporation

 

Florida

 

Controlling interest owned by Florida Farm Bureau Federation

Georgia Farm Bureau Federation Holding Co., Inc.

 

Georgia

 

Controlling interest owned by Georgia Farm Bureau Federation

Kentucky Farm Bureau Investment Corporation

 

Kentucky

 

Controlling Interest owned by Kentucky Farm Bureau Federation

Louisiana Farm Bureau Investment Corporation

 

Louisiana

 

Controlling Interest owned by Louisiana Farm Bureau Federation

Mississippi Farm Bureau Investment Corporation

 

Mississippi

 

Controlling Interest Owned by Mississippi Farm Bureau Federation

North Carolina Farm Bureau Investment Corporation

 

North Carolina

 

Controlling Interest Owned by North Carolina Farm Bureau Federation

South Carolina Farm Bureau Investment Corporation

 

South Carolina

 

Controlling Interest Owned by South Carolina Farm Bureau Federation

Texas Farm Bureau Investment Corporation

 

Texas

 

Controlling Interest Owned by Texas Farm Bureau

Virginia Farm Bureau Holding Corporation

 

Virginia

 

Controlling Interest Owned by Virginia Farm Bureau Federation

Southern Farm Bureau Life Insurance Company

 

Mississippi

 

10% of voting securities owned by each of the following:

- Arkansas Farm Bureau Investment Corporation

- Florida Farm Bureau Holding Corporation

- Georgia Farm Bureau Federation Holding Co., Inc.

- Kentucky Farm Bureau Investment Corporation

- Louisiana Farm Bureau Investment Corporation

- Mississippi Farm Bureau Investment Corporation

- North Carolina Farm Bureau Investment Corporation

- South Carolina Farm Bureau Investment Corporation

- Texas Farm Bureau Investment Corporation

- Virginia Farm Bureau Holding Corporation

Southern Capital Life Insurance Company

 

Mississippi

 

Ownership of all voting securities by Southern Farm Bureau Life Insurance Company

 

C-5



 

Name

 

Jurisdiction

 

Percent Of Voting Securities Owned

Oakwood Holdings, LLC

 

Mississippi

 

100% of ownership interest held by Southern Farm Bureau Life Insurance Company

Baycastle Properties, L.P.

 

Mississippi

 

99% of ownership interest held by Southern Farm Bureau Life Insurance Company as limited partner; 1% interest held by MR Properties, LLC as general partner.

Annandale Properties, L.P.

 

Mississippi

 

99% of ownership interest held by Southern Farm Bureau Life Insurance Company as limited partner; 1% interest held by MR Properties, LLC as general partner.

Cypress Lake Properties, L.P.

 

Mississippi

 

99% of ownership interest held by Southern Farm Bureau Life Insurance Company as limited partner; 1% interest held by MR Properties, LLC as general partner.

MR Properties, LLC

 

Mississippi

 

100% of ownership interest held by Southern Farm Bureau Life Insurance Company

Knoxville-Kingston, LLC

 

Tennessee

 

100% of ownership interest held by Southern Farm Bureau Life Insurance Company

Hou-Hempstead, LLC

 

Texas

 

100% of ownership interest held by Southern Farm Bureau Life Insurance Company

Baton Rouge-Perkins, LLC

 

Louisiana

 

100% of ownership interest held by Southern Farm Bureau Life Insurance Company

Destin-Poinciana, LLC

 

Florida

 

100% of ownership interest held by Southern Farm Bureau Life Insurance Company

Pearl-Hwy 80, LLC

 

Mississippi

 

100% of ownership interest held by Southern Farm Bureau Life Insurance Company

Lafayette-Pinhook, LLC

 

Louisiana

 

100% of ownership interest held by Southern Farm Bureau Life Insurance Company

New Orleans-Baronne, LLC

 

Louisiana

 

100% of ownership interest held by Southern Farm Bureau Life Insurance Company

Knoxville-Maynardville, LLC

 

Tennessee

 

100% of ownership interest held by Southern Farm Bureau Life Insurance Company

Covington-Holiday, LLC

 

Louisiana

 

100% of ownership interest held by Southern Farm Bureau Life Insurance Company

Ft. Lauderdale-Broward, LLC

 

Florida

 

100% of ownership interest held by Southern Farm Bureau Life Insurance Company

Chattanooga-Lee, LLC

 

Tennessee

 

100% of ownership interest held by Southern Farm Bureau Life Insurance Company

Jackson-Old Canton, LLC

 

Mississippi

 

100% of ownership interest held by Southern Farm Bureau Life Insurance Company

Jackson-Echelon, LLC

 

Mississippi

 

100% of ownership interest held by Southern Farm Bureau Life Insurance Company

 

C-6



 

Name

 

Jurisdiction

 

Percent Of Voting Securities Owned

Memphis-Colony, LLC

 

Tennessee

 

100% of ownership interest held by Southern Farm Bureau Life Insurance Company

Hudson-Hwy 321, LLC

 

North Carolina

 

100% of ownership interest held by Southern Farm Bureau Life Insurance Company

Waldwick-North, LLC

 

New Jersey

 

100% of ownership interest held by Southern Farm Bureau Life Insurance Company

Westwood Alpha Limited Partnership

 

Virginia

 

99% of ownership interest held by Southern Farm Bureau Life Insurance Company as limited partner

Southern Capital Brokerage Company, LLC

 

Mississippi

 

100% of ownership interest held by Southern Farm Bureau Life Insurance Company

 

Item 29. Indemnification

 

The By-Laws of Southern Farm Bureau Life Insurance Company provide, in part in Article XII, as follows:

 

ARTICLE XII

 

INDEMNIFICATION OF DIRECTORS AND OFFICERS

 

The Company shall indemnify to the maximum extent allowed by Mississippi law, any director or officer thereof, who is made party to any suit or proceeding because he is or was a director or officer, provided that the director or officer has met the standard of conduct set out in Mississippi Code of 1972 Annotated Section 79-4-8.51(a-d), and indemnification is not otherwise provided for by any insurance coverage available to such director or officer. Any question as to whether a director or officer has met the applicable standard of conduct will be determined by an independent special legal counsel selected by the Board of Directors.

 

Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

Item 30. Principal Underwriter

 

(a) Other Activity. Not Applicable.

 

(b) Management. Not Applicable.

 

C-7



 

(c) Compensation From the Registrant.  As of January 1, 2010, Southern Farm Bureau Fund Distributor, Inc. ceased serving as distributor and principal underwriter for the Registrant.  The following commissions and other compensation were received by each principal underwriter, directly or indirectly, from the Registrant during Registrant’s fiscal year ended December 31, 2008.

 

Name of
Principal
Underwriter

 

Net Underwriting
Discounts and
Commissions

 

Compensation on
Redemption

 

Brokerage
Commission

 

Other
Compensation

 

 

 

 

 

 

 

 

 

 

 

Southern Farm Bureau Fund Distributor, Inc.

 

$493,331

 

N/A

 

N/A

 

$20,102*

 

 

*    Southern Farm Bureau Fund Distributor, Inc. received compensation from the Company for underwriting and distribution services in an amount equal to 0.50% of premiums paid and received under Policies sold.

 

Item 31. Location of Accounts and Records

 

All of the accounts, books, records or other documents required to be kept by Section 31(a) of the Investment Company Act of 1940 and rules thereunder, are maintained by the Company at 1401 Livingston Lane, Jackson, Mississippi 39213.

 

Item 32. Management Services

 

All management contracts are discussed in Part A or Part B.

 

Item 33. Fee Representation

 

Southern Farm Bureau Life Insurance Company represents that the aggregate fees and charges deducted under the Policy and the Original Policy, respectively, as described in this Registration Statement, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by Southern Farm Bureau Life Insurance Company.

 

C-8



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, Southern Farm Bureau Life Variable Life Account, certifies that it meets all of the requirements for effectiveness of this registration statement under Rule 485(b) under the Securities Act of 1933 and has duly caused this registration statement to be signed on its behalf by the undersigned, duly authorized, in the City of Jackson, and State of Mississippi, on the 18th day of January, 2010.

 

 

SOUTHERN FARM BUREAU LIFE VARIABLE LIFE
ACCOUNT (REGISTRANT)

 

 

 

 

 

 

 

By:

/s/ J. JOSEPH STROBLE

 

 

J. Joseph Stroble

 

 

Executive Vice President

 

 

and Chief Executive Officer

 

 

Southern Farm Bureau Life

 

 

Insurance Company

 

 

 

 

BY:

SOUTHERN FARM BUREAU LIFE INSURANCE
COMPANY (DEPOSITOR)

 

 

 

 

 

 

 

By:

/s/ J. JOSEPH STROBLE

 

 

J. Joseph Stroble

 

 

Executive Vice President

 

 

and Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

 

 

Signature

 

 

 

Title

 

 

 

Date

 

 

 

 

 

 

/s/ J. JOSEPH STROBLE

 

Executive Vice President,

Chief Executive Officer

(Principal Executive Officer)

 

January 18, 2010

J. Joseph Stroble

 

 

 

 

 

 

/s/ LAURENCE E. FAVREAU

 

Senior Vice President,

Chief Financial Officer

(Principal Financial Officer)

 

January 18, 2010

Laurence E. Favreau

 

 

 

 

 

/s/ *

 

President and Chairman of the Board

 

January 18, 2010

Larry B. Wooten

 

 

 

 

 

/s/ *

 

First Vice President and Director

 

January 18, 2010

David M. Winkles, Jr.

 

 

 

 

 

/s/ *

 

Director

 

January 18, 2010

Ronald R. Anderson

 

 

 

 

 

/s/ *

 

Director

 

January 18, 2010

Gerald W. Long

 



 

 

Signature

 

 

 

Title

 

 

 

Date

 

 

 

 

 

 

/s/ *

 

Director

 

January 18, 2010

John Hendricks

 

 

 

 

 

/s/ *

 

Director

 

January 18, 2010

Kenneth Dierschke

 

 

 

 

 

/s/ *

 

Director

 

January 18, 2010

Ben M. Gramling, II

 

 

 

 

 

/s/ *

 

Director

 

January 18, 2010

John Hoblick

 

 

 

 

 

/s/ *

 

Director

 

January 18, 2010

Randy Veach

 

 

 

 

 

/s/ *

 

Director

 

January 18, 2010

Zippy Duvall

 

 

 

 

 

/s/ *

 

Director

 

January 18, 2010

Jim Harper

 

 

 

 

 

/s/ *

 

Director

 

January 18, 2010

Mark Edwin Haney

 

 

 

 

 

/s/ *

 

Director

 

January 18, 2010

Reggie Magee

 

 

 

 

 

/s/ *

 

Director

 

January 18, 2010

Wayne F. Pryor

 

 

 

 

 

/s/ *

 

Director

 

January 18, 2010

Rich Hillman

 

 

 

 

 

/s/ *

 

Director

 

January 18, 2010

Rick Roth

 

 

 

 

 

/s/ *

 

Director

 

January 18, 2010

David Waide

 

 

 

 

 

/s/ *

 

Director

 

January 18, 2010

Bobby Nedbalek

 



 

 

Signature

 

 

 

Title

 

 

 

Date

 

 

 

 

 

 

/s/ *

 

Director

 

January 18, 2010

Edward Scharer

 

 

 

 

 

 

 

/s/ *

 

Director

 

January 18, 2010

J.M. Wright, Jr.

 

 

 

 

 

 

 

*By:

/s/ Joseph A. Purvis

 

January 18, 2010

 

 

 

Joseph A. Purvis,

 

 

 

 

Pursuant to Power of Attorney