Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in such reports is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure.
No system of controls, no matter how well designed and operated, can provide absolute assurance that the objectives of the system of controls are met, and no evaluation of controls can provide absolute assurance that the system of controls has operated effectively in all cases. The Company’s disclosure controls and procedures, however, are designed to provide reasonable assurance that the objectives of disclosure controls and procedures are met.
Pursuant to Rule 13a-15(b) under the Exchange Act, an evaluation was performed under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2021 to provide reasonable assurance that the objectives of disclosure controls and procedures are met.
Changes in Internal Control Over Financial Reporting
During the quarter ended December 31, 2021, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Reports of Management and Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting
Management has assessed, and the Company’s independent registered public accounting firm, Dixon Hughes Goodman LLP, has audited, the Company’s internal control over financial reporting as of December 31, 2021. The reports of management and Dixon Hughes Goodman LLP thereon are included in Item 8 of this Annual Report on Form 10-K and are incorporated by reference herein.
ITEM 9B. OTHER INFORMATION
There was no information required to be disclosed in a report on Form 8-K during the fourth quarter of the year that has not been reported.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable
72
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information called for by this item is incorporated by reference to the material under the captions “Proposals Requiring Your Vote – Proposal 1 – Election of Directors,” “Corporate Governance – Board of Directors and Committees – The Audit Committee” and “Corporate Governance – Code of Business Conduct and Ethics” in the Company’s definitive Proxy Statement for the Annual Meeting of Shareholders to be held on May 18, 2022, to be filed by the Company with the Securities and Exchange Commission (“SEC”) pursuant to Regulation 14A within 120 days after the year ended December 31, 2021 (the “2022 Proxy Statement”). Other information with respect to the executive officers of the Company is included at the end of Part I of this Annual Report on Form 10-K under the separate caption “Executive Officers of the Company.”
ITEM 11. EXECUTIVE COMPENSATION
The information called for by this item is set forth under the captions “Executive Compensation” and “Compensation of Directors” in the 2022 Proxy Statement and is incorporated by reference in this Annual Report on Form 10-K.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
The information pertaining to securities ownership of certain beneficial owners and management is set forth under the caption “Stock Ownership of Certain Beneficial Owners and Management” in the 2022 Proxy Statement and is incorporated by reference in this Annual Report on Form 10-K.
The following table provides information about the Company’s compensation plans under which equity securities are authorized for issuance as of December 31, 2021. The Company does not have any equity compensation plans that have not been approved by its shareholders.
Equity Compensation Plan Information (unrounded)
Plan Category
Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights
Number of
Securities
Remaining
Available for Future
Issuance Under
Equity
Compensation Plans
Equity compensation plans approved by shareholders 35,125 (a) $ 150.36 227,000 (b)
Equity compensation plans not approved by shareholders — — —
Total 35,125 $ 150.36 227,000
(a) Includes 15,000 shares issuable upon exercise of outstanding stock appreciation rights (“SARs”) under the 2009 Stock Appreciation Rights Plan (the “2009 Plan”), and 20,125 shares issuable upon exercise of SARs under the 2019 Stock Appreciation Rights Plan (the “2019 Plan”).
(b) Includes shares remaining for future issuance under the 2019 Plan. The 2009 Plan expired in March 2019.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information called for by this item is set forth under the captions “Certain Relationships and Related Transactions,” “Corporate Governance – Independent Directors” and “Proposals Requiring Your Vote – Proposal 1 – Election of Directors” set forth in the Company’s 2022 Proxy Statement and is incorporated by reference in this Annual Report on Form 10-K.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information pertaining to principal accountant fees and services is set forth under the caption “Proposals Requiring Your Vote – Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm” in the 2022 Proxy Statement and is incorporated by reference in this Annual Report on Form 10-K.
73
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)(1) Financial Statements
The following financial statements are filed under Item 8 of this Annual Report on Form 10-K:
Report of Independent Registered Public Accounting Firm (PCAOB ID: 57)
Management’s Report on Internal Control Over Financial Reporting
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2021 and 2020
Consolidated Statements of Operations for the Years Ended December 31, 2021 and 2020
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2021 and 2020
Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2021 and 2020
Consolidated Statements of Cash Flows for the Years Ended December 31, 2021 and 2020
Notes to Consolidated Financial Statements
(a)(2) Financial Statement Schedules
The following is a list of financial statement schedules filed as part of this Form 10-K Annual Report:
Schedule Number Description
I Summary of Investments – Other Than Investments in Related Parties
II Condensed Financial Information of Registrant
III Supplementary Insurance Information
IV Reinsurance
V Valuation and Qualifying Accounts
All other schedules are omitted, as the required information either is not applicable, is not required, or is presented in the accompanying Consolidated Financial Statements or the notes thereto.
(a)(3) Exhibits
The following exhibits are filed as part of this Annual Report on Form 10-K are incorporated herein by reference.
74
INDEX TO EXHIBITS
Exhibit
Number
Description Location
3.1(a) Articles of Incorporation dated January 22, 1973
Incorporated by reference to Exhibit 4.1 to Form S-8 filed August 10, 2009, File No. 333-161209
3.1(b) Articles of Amendment to the Articles of Incorporation, dated February 8, 1973
Incorporated by reference to Exhibit 4.2 to Form S-8 filed August 10, 2009, File No. 333-161209
3.1(c) Articles of Amendment to Articles of Incorporation, dated May 14, 1987
Incorporated by reference to Exhibit 4.3 to Form S-8 filed August 10, 2009, File No. 333-161209
3.1(d) Articles of Amendment to Articles of Incorporation, dated May 15, 2002
Incorporated by reference to Exhibit 3.3 to Form 10-Q for the quarter ended June 30, 2002, File No. 11774
3.1(e) Articles of Amendment to Articles of Incorporation, dated November 12, 2002
Incorporated by reference to Exhibit 3.4 to Form 10-Q for the quarter ended March 31, 2003, File No. 11774
3.1(f) Articles of Amendment to Articles of Incorporation, dated October 31, 2012
Incorporated by reference to Exhibit 3.1 to Form 10-Q filed on October 31, 2012, File No. 11774
3.2 Amended and Restated By-laws, dated November 9, 2020
Incorporated by reference to Exhibit 3.1 to Form 10-Q filed on November 9, 2020, File No. 11774
4.1 Description of the Company’s Securities
Incorporated by reference to Exhibit 4.1 to Form 10-K for the year ended December 31, 2019, File No. 11774
4.2 Amended and Restated Rights Agreement dated October 31, 2012, between the Company and Broadridge Issuer Solutions, Inc., as Rights Agent, dated October 31, 2012
Incorporated by reference to Exhibit 4.1 to Form 8-K filed on November 2, 2012, File No. 11774
10.1* Amended and Restated Employment Agreement effective January 1, 2009 for J. Allen Fine
Incorporated by reference to Exhibit 10.7 to Form 10-K for the year ended December 31, 2008, File No. 11774
10.2* Amended and Restated Employment Agreement effective January 1, 2009 for James A. Fine, Jr.
Incorporated by reference to Exhibit 10.8 to Form 10-K for the year ended December 31, 2008, File No. 11774
10.3* Amended and Restated Employment Agreement effective January 1, 2009 for W. Morris Fine
Incorporated by reference to Exhibit 10.9 to Form 10-K for the year ended December 31, 2008, File No. 11774
10.4* Amended and Restated Death Benefit Plan Agreement effective January 1, 2021 for J. Allen Fine
Incorporated by reference to Exhibit 10.4 to Form 10-K for the year ended December 31, 2020, File No. 11774
10.5* Amended and Restated Death Benefit Plan Agreement effective January 1, 2009 for James A. Fine, Jr.
Incorporated by reference to Exhibit 10.11 to Form 10-K for the year ended December 31, 2008, File No. 11774
10.6* Death Benefit Plan Agreement effective January 1, 2009 for W. Morris Fine
Incorporated by reference to Exhibit 10.12 to Form 10-K for the year ended December 31, 2008, File No. 11774
10.7* Amended and Restated Nonqualified Deferred Compensation Plan effective January 1, 2009
Incorporated by reference to Exhibit 10.13 to Form 10-K for the year ended December 31, 2008, File No. 11774
10.8* Amended and Restated Nonqualified Supplemental Retirement Benefit Plan effective January 1, 2009
Incorporated by reference to Exhibit 10.14 to Form 10-K for the year ended December 31, 2008, File No. 11774
10.9(a)* 2009 Stock Appreciation Right Plan effective March 2, 2009
Incorporated by reference to Appendix A to the Proxy Statement dated May 26, 2009, File No. 11774
10.9(b)* Form of Stock Appreciation Rights Agreement under 2009 Stock Appreciation Right Plan
Incorporated by reference to Exhibit 10 to Form 10-Q for the quarter ended June 30, 2011, File No. 11774
75
10.10(a)* 2019 Stock Appreciation Rights Plan effective March 11, 2019
Incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 filed on May 15, 2019, File No. 333-231486
10.10(b)* Form of Stock Appreciation Rights Agreement under 2019 Stock Appreciation Right Plan
Incorporated by reference to Exhibit 10.2 to Form 8-K filed on May 16, 2019, File No. 11774
10.11* Summary of Non-Employee Director Compensation
Incorporated by reference to Exhibit 10.11 to Form 10-K for the year ended December 31, 2019, File No. 11774
21 Subsidiaries of Registrant
Filed herewith
23 Consent of Independent Registered Public Accounting Firm
Filed herewith
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed herewith
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed herewith
32 Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Furnished herewith
101.INS XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) Filed herewith
101.SCH XBRL Taxonomy Extension Schema Document Filed herewith
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document Filed herewith
101.LAB XBRL Taxonomy Extension Label Linkbase Document Filed herewith
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document Filed herewith
101.DEF XBRL Taxonomy Extension Definition Linkbase Document Filed herewith
104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) Filed herewith
* Management contract or compensatory plan or arrangement
76
SCHEDULE I
INVESTORS TITLE COMPANY AND SUBSIDIARIES
SUMMARY OF INVESTMENTS – OTHER THAN INVESTMENTS IN RELATED PARTIES
AS OF DECEMBER 31, 2021
Type of Investment (in thousands) Cost (1) Market Value Amount at which shown in the Balance Sheet (3)
Fixed maturity securities:
Government obligations
$ — $ — $ —
General obligations of U.S. states, territories and political subdivisions 16,467 17,383 17,383
Special revenue issuer obligations of U.S. states, territories and political subdivisions
31,695 33,573 33,573
Public utilities 10,260 10,839 10,839
Corporate debt securities 17,089 17,996 17,996
Total fixed maturity securities 75,511 79,791 79,791
Equity securities:
Common stocks:
Public utilities 286 506 506
Banks, trusts and insurance companies 2,785 7,578 7,578
Industrial, miscellaneous and all other 23,540 53,581 53,581
Technology 2,867 15,188 15,188
Total equity securities 29,478 76,853 76,853
Other investments:
Short-term investments 45,930 45,930 45,930
Other investments (2) 17,759 17,759 17,759
Total other investments 63,689 63,689 63,689
Total investments (2) $ 168,678 $ 220,333 $ 220,333
(1) Fixed maturity securities are shown at amortized cost and equity securities are shown at original cost.
(2) The above summary of investments does not include investments in related parties accounted for under the cost and equity methods of accounting in the amount of $ 2,539 .
(3) All fixed maturity securities presented are classified as available-for-sale and shown at estimated fair value. Equity securities are shown at fair value.
77
SCHEDULE II
INVESTORS TITLE COMPANY (PARENT COMPANY)
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
BALANCE SHEETS
AS OF DECEMBER 31, 2021 AND 2020
(in thousands) 2021 2020
Assets
Cash and cash equivalents $ 584 $ 3,680
Fixed maturity securities, available-for-sale, at fair value
2,222 27,311
Equity securities, at fair value
5,946 4,554
Short-term investments
23,637 5,318
Investments in affiliated companies
188,698 150,620
Other investments
7,840 4,215
Prepaid expenses and other receivables 5,113 2,453
Current income taxes receivable — 2,487
Accrued interest and dividends 32 207
Property, net 1,665 2,410
Total Assets $ 235,737 $ 203,255
Liabilities and Shareholders’ Equity
Liabilities:
Accounts payable and accrued liabilities $ 4,514 $ 2,313
Current income taxes payable 433 —
Deferred income taxes, net 1,703 520
Total liabilities 6,650 2,833
Shareholders’ Equity:
Preferred stock ( 1,000 authorized shares; no shares issued)
— —
Common stock – no par value ( 10,000 authorized shares; 1,895 and 1,892 shares issued and outstanding as of December 31, 2021 and 2020, respectively, excluding in each period 292 shares of common stock held by the Company)
— —
Retained earnings 225,861 196,096
Accumulated other comprehensive income 3,226 4,326
Total shareholders’ equity 229,087 200,422
Total Liabilities and Shareholders’ Equity $ 235,737 $ 203,255
Refer to the Notes to Condensed Financial Statements.
78
SCHEDULE II
INVESTORS TITLE COMPANY (PARENT COMPANY)
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(in thousands, except per share amounts) 2021 2020
Revenues:
Interest and dividends $ 376 $ 768
Net realized investment gains (losses) 1,050 ( 473 )
Changes in the estimated fair value of equity security investments 1,182 265
Rental income 734 702
Gain on disposals of property 3,937 —
Miscellaneous income 2,015 392
Total Revenues 9,294 1,654
Operating Expenses:
Personnel expenses 1,039 908
Office and technology expenses 407 360
Other expenses 882 1,003
Total Operating Expenses 2,328 2,271
Equity in Net Income of Affiliated Companies 61,372 39,685
Income before Income Taxes 68,338 39,068
Provision (Benefit) for Income Taxes 1,318 ( 352 )
Net Income $ 67,020 $ 39,420
Basic Earnings per Common Share $ 35.38 $ 20.84
Weighted Average Shares Outstanding – Basic 1,894 1,892
Diluted Earnings per Common Share $ 35.28 $ 20.80
Weighted Average Shares Outstanding – Diluted 1,900 1,896
Refer to the Notes to Condensed Financial Statements.
79
SCHEDULE II
INVESTORS TITLE COMPANY (PARENT COMPANY)
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(in thousands) 2021 2020
Operating Activities
Net income $ 67,020 $ 39,420
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Equity in net earnings of subsidiaries ( 61,372 ) ( 39,685 )
Depreciation 110 99
Amortization, net ( 51 ) 198
Share-based compensation expense related to stock appreciation rights 299 229
Net gain on disposals of property ( 3,937 ) —
Net realized investment (gains) losses ( 92 ) 495
Net realized gain on other investments ( 958 ) ( 22 )
Changes in the estimated fair value of equity security investments ( 1,182 ) ( 265 )
Net earnings from other investments ( 238 ) ( 90 )
Provision for deferred income taxes 1,214 73
Increase in receivables ( 2,660 ) ( 147 )
Decrease (increase) in income taxes receivable 2,487 ( 1,701 )
Decrease in other assets 175 114
Increase in current income taxes payable 433 —
Increase (decrease) in accounts payable and accrued liabilities 2,201 ( 158 )
Net cash provided by (used in) operating activities 3,449 ( 1,440 )
Investing Activities
Dividends received from subsidiaries 30,651 24,043
Purchases of fixed maturity and equity securities ( 631 ) ( 691 )
Purchases of short-term securities ( 21,345 ) ( 7,590 )
Purchases of and net earnings from other investments ( 5,050 ) ( 97 )
Proceeds from sales and maturities of fixed maturity and equity securities 25,512 6,179
Proceeds from sales and maturities of short-term securities 3,028 6,081
Proceeds from sales and distributions of other investments 1,651 440
Proceeds from sales of other assets 958 22
Purchases of property — ( 97 )
Proceeds from disposals of property 4,585 —
Net cash provided by investing activities 39,359 28,290
Financing Activities
Repurchases of common stock — ( 6 )
Exercise of stock appreciation rights ( 1 ) 1
Capital contribution to subsidiaries ( 8,350 ) ( 1,100 )
Dividends paid ( 37,553 ) ( 31,716 )
Net cash used in financing activities ( 45,904 ) ( 32,821 )
Net Decrease in Cash and Cash Equivalents ( 3,096 ) ( 5,971 )
Cash and Cash Equivalents, Beginning of Period 3,680 9,651
Cash and Cash Equivalents, End of Period $ 584 $ 3,680
Supplemental Disclosures:
Income tax payments, net $ 10,156 $ 10,113
Refer to the Notes to Condensed Financial Statements.
80
SCHEDULE II
INVESTORS TITLE COMPANY (PARENT COMPANY)
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(in thousands)
1. The accompanying Condensed Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto of Investors Title Company and Subsidiaries.
2. Cash dividends paid to Investors Title Company by its wholly owned subsidiaries were as follows:
Subsidiaries 2021 2020
Investors Title Insurance Company, net* $ 28,401 $ 20,443
Investors Title Exchange Corporation 1,350 2,000
Investors Title Accommodation Corporation 50 —
Investors Trust Company 500 500
Investors Title Commercial Agency, LLC 350 700
National Investors Holdings, LLC — 400
Total $ 30,651 $ 24,043
* Total dividends of $ 34,182 and $ 25,331 paid to the Parent Company in 2021 and 2020, respectively, netted with dividends of $ 5,781 and $ 4,888 received from the Parent Company in 2021 and 2020, respectively.
81
SCHEDULE III
INVESTORS TITLE COMPANY AND SUBSIDIARIES
SUPPLEMENTARY INSURANCE INFORMATION
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
Segment Deferred Policy Acquisition Cost Future Policy Benefits, Losses, Claims and Loss Expenses Unearned Premiums Other Policy Claims and Benefits Payable Premium Revenue Net Investment Income Benefits, Claims, Losses and Settlement Expenses Amortization of Deferred Policy Acquisition Costs Other Operating Expenses Premiums Written
Year Ended December 31, 2021 (in thousands)
Title Insurance $ — $ 36,754 $ — $ 2,215 $ 273,885 $ 21,461 $ 5,686 $ — $ 228,887 N/A
All Other — — — — — 4,166 — — 9,993 N/A
$ — $ 36,754 $ — $ 2,215 $ 273,885 $ 25,627 $ 5,686 $ — $ 238,880 N/A
Year Ended December 31, 2020 (in thousands)
Title Insurance $ — $ 33,584 $ — $ 1,139 $ 205,418 $ 11,622 $ 5,204 $ — $ 172,580 N/A
All Other — — — — — 1,398 — — 8,963 N/A
$ — $ 33,584 $ — $ 1,139 $ 205,418 $ 13,020 $ 5,204 $ — $ 181,543 N/A
82
SCHEDULE IV
INVESTORS TITLE COMPANY AND SUBSIDIARIES
REINSURANCE
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
Gross Amount Ceded to Other Companies Assumed from Other Companies Net Amount Percentages of Amount Assumed to Net
Year Ended December 31, 2021 (in thousands)
Title Insurance $ 274,403 $ 518 $ — $ 273,885 — %
Year Ended December 31, 2020 (in thousands)
Title Insurance $ 205,711 $ 296 $ 3 $ 205,418 — %
83
SCHEDULE V
INVESTORS TITLE COMPANY AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
Description Balance at Beginning of Period Additions Charged to Costs and Expenses Additions Charged to Other Accounts – Describe Deductions – Describe Balance at End of Period
2021 (in thousands)
Premiums receivable:
Valuation provision $ 173 $ 264 $ — $ ( 247 ) (a) $ 190
Reserves for claims $ 33,584 $ 5,686 $ — $ ( 2,516 ) (b) $ 36,754
2020 (in thousands)
Premiums receivable:
Valuation provision $ 261 $ 5,208 $ — $ ( 5,296 ) (a) $ 173
Reserves for claims $ 31,333 $ 5,204 $ — $ ( 2,953 ) (b) $ 33,584
(a) Canceled premiums
(b) Payments of claims, net of recoveries
84
ITEM 16. FORM 10-K SUMMARY
None
85
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
INVESTORS TITLE COMPANY
(Registrant)
By: /s/ J. Allen Fine
J. Allen Fine, Chairman and Chief Executive
Officer (Principal Executive Officer)
March 14, 2022
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the 14th day of March, 2022.
/s/ J. Allen Fine /s/ James A. Fine, Jr.
J. Allen Fine, Chairman of the Board and James A. Fine, Jr., President, Treasurer, Chief
Chief Executive Officer Financial Officer, Chief Accounting Officer and
(Principal Executive Officer) Director (Principal Financial Officer and
Principal Accounting Officer)
/s/ W. Morris Fine /s/ Tammy F. Coley
W. Morris Fine, Executive Vice President, Tammy F. Coley, Director
Secretary and Director
/s/ David L. Francis /s/ Richard M. Hutson II
David L. Francis, Director Richard M. Hutson II, Director
/s/ James R. Morton /s/ Elton C. Parker, Jr.
James R. Morton, Director Elton C. Parker, Jr., Director
/s/ James H. Speed, Jr.
James H. Speed, Jr., Director
86
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.