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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
   FORM 10-K/A
Amendment No. 1 (Mark One)þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2004 OR o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from to   Commission File Number 0-20750 STERLING BANCSHARES, INC.  Texas
(State or other jurisdiction of
incorporation or organization)
    
    74-2175590
(I.R.S. employer
identification number)2550 North Loop West, Suite 600
Houston, Texas
(Address of principal executive offices)
    
    77092
(Zip Code)
 Registrants telephone number, including area code:(713) 466-8300   Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $1.00 par value
(Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days:  Yes þ   No o Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K (17 CFR 229.405) is not contained herein, and will not be contained, to the best of the
registrants knowledge, in definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K.  o Indicate by check mark whether the registrant is an accelerated filer (as defined by Rule
12b-2 of the Act).  Yes þ   No o The aggregate market value of the registrants common stock held by non-affiliates as of June
30, 2004, the last business day of the most recently completed second fiscal quarter, was
$579,269,629 based on the closing sales price of $14.19 on such date. For purposes of this
calculation, affiliates are defined as all directors and executive officers. As of March 3, 2005, registrant had outstanding 45,135,715 shares of Common Stock, $1.00 par
value. Documents incorporated by reference:Portions of Sterling Bancshares, Inc.s definitive proxy
statement relating to the registrants 2005 Annual Meeting of Shareholders, which proxy statement
will be filed under the Securities Exchange Act of 1934 within 120 days of the end of the
registrants fiscal year ended December 31, 2004, are incorporated by reference into Part III of
this Form 10-K.




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TABLE OF CONTENTS  EXPLANATORY NOTEPART IVITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSIGNATURESCredit AgreementFirst Amendment to Credit AgreementCertification, President and CEO, pursuant to Section 302Certification, Exec. VP and CFO, pursuant to Section 302    Table of Contents  
 EXPLANATORY NOTE We are filing this Amendment No. 1 on Form 10-K/A to our Annual Report on Form 10-K for the
fiscal year ended December 31, 2004, which was originally filed on March 9, 2005, for the purpose
of filing two exhibits listed in the exhibit index in Part IV, Item 15, that due to an edgarization
error were inadvertently omitted. We are filing this Amendment No. 1 on Form 10-K/A to include
Exhibits 10.5 and 10.6. No revisions have been made to the financial statements or disclosures
included in the original Form 10-K. 
 PART IV 
 ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a)    List of documents filed as part of this report 3.    Exhibits. Exhibit No.2.1
    
    Agreement and Plan of Merger dated as of October 23,
2000 among the Company, Sterling Bancorporation, Inc.
and CaminoReal Bancshares of Texas, Inc., as amended.
[Incorporated by reference to Exhibit 2.5 of the
Companys Annual Report on Form 10-K (File No.
000-20750).]2.2
    
    Agreement and Plan of Merger dated as of March 1,
2001, by and between Sterling Bancshares, Inc. and
Lone Star Bancorporation, Inc., as amended.
[Incorporated by reference to Exhibit 2 of the
Companys Quarterly Report on Form 10-Q filed on May
14, 2001 (File No. 000-20750).]2.3
    
    Agreement and Plan of Merger dated as of October 1,
2001 by and among Sterling Bancshares, Inc., Sterling
Bancorporation, Inc. and Community Bancshares, Inc.,
as amended. [Incorporated by reference to Exhibit 2.7
of the Companys Annual Report on Form 10-K (File No.
000-20750).]2.4
    
    Agreement and Plan of Merger Among Sterling
Bancshares, Inc., Sterling Bancorporation, Inc. and
ENB Bankshares Inc. dated as of May 22, 2002.
[Incorporated by reference to Exhibit 2.1 of the
Companys Quarterly Report on Form 10-Q filed on
August 14, 2002 (File No. 000-20750).]2.5
    
    Purchase and Assumption Agreement dated July 12, 2002
between Sterling Bank Inc. and James Wilson as
amended by First Amendment to Purchase and Assumption
Agreement dated as of August 2, 2002. [Incorporated
by reference to Exhibit 2.2 of the Companys
Quarterly Report on Form 10-Q filed on August 13,
2002 (File No. 000-20750).]2.6
    
    Purchase and Assumption Agreement dated as of October
29, 2002 between Sterling Bank Inc. and South Texas
National Bank of Laredo. [Incorporated by reference
to Exhibit 2.9 of the Companys Annual Report on Form
10-K (File No. 000-20750).]2.7
    
    Stock Purchase Agreement dated as of July 16, 2003 by
and among Sterling Bancshares, Inc., Sterling Bank,
CMCR Holding Company and RBC Mortgage Company.
[Incorporated by reference to Exhibit 2.1 to the
Companys Current Report on Form 8-K filed on October
15, 2003 (File No. 000-20750).]2.8
    
    Amendment No. 1 to Stock Purchase Agreement dated as
of September 30, 2003 by and among Sterling
Bancshares, Inc., Sterling Bank, CMCR Holding Company
and RBC Mortgage Company. [Incorporated by reference
to Exhibit 2.2 to the Companys Current Report on
Form 8-K filed on October 15, 2003 (File No.
000-20750).]2.9
    
    Agreement and Plan of Merger dated August 18, 2003 by
and among Sterling Bancshares, Inc., SB 2003, Inc.
and South Texas Capital Group, Inc. [Incorporated by
reference to Exhibit 10.3 of the Companys Quarterly
Report on Form 10-Q filed on November 14, 2003 (File
No. 000-20750).]3.1
    
    Restated and Amended Articles of Incorporation of the
Company, as amended. [Incorporated by reference to
Exhibit 3.1 to the Registration Statement on Form S-3
(File Nos. 333-55724, 333-55724-01, and
333-55724-02).]
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Exhibit No.3.2
    
    Articles of Amendment to the Restated and Amended
Articles of Incorporation of Sterling Bancshares,
Inc. [Incorporated by reference to Exhibit 3.2 of the
Companys Quarterly Report on Form 10-Q filed on
August 13, 2002 (File No. 000-20750).]3.3
    
    Amended and Restated Bylaws of Sterling Bancshares,
Inc. [Incorporated by reference to Exhibit 3.1 of the
Companys Current Report on Form 8-K filed on October
26, 2004 (File No. 000-20750).]4.1
    
    Preferred Securities Guarantee Agreement dated March
21, 2001. [Incorporated by reference to Exhibit 4.2
of the Companys Current Report on Form 8-K filed on
March 21, 2001 (File No. 000-20750).]4.2
    
    Indenture dated March 21, 2001. [Incorporated by
reference to Exhibit 4.4 of the Companys Current
Report on Form 8-K filed on March 21, 2001 (File No.
000-20750).]4.3
    
    First Supplemental Indenture dated March 21, 2001.
[Incorporated by reference to Exhibit 4.5 of the
Companys Current Report on Form 8-K filed on March
21, 2001 (File No. 000-20750).]4.4
    
    9.20% Subordinated Deferrable Interest Debenture due
March 21, 2031. [Incorporated by reference to Exhibit
4.7 of the Companys Current Report on Form 8-K filed
on March 21, 2001 (File No. 000-20750).]4.5
    
    Indenture dated August 30, 2002. [Incorporated by
reference to Exhibit 4.4 of the Companys Current
Report on Form 8-K filed on September 12, 2002 (File
No. 000-20750).]4.6
    
    Junior Subordinated Deferrable Interest Debenture due
August 30, 2032. [Incorporated by reference to
Exhibit 4.6 of the Companys Current Report on Form
8-K filed on September 12, 2002 (File No.
000-20750).]4.7
    
    Guarantee Agreement dated August 30, 2002.
[Incorporated by reference to Exhibit 4.6 of the
Companys Current Report on Form 8-K filed on
September 12, 2002 (File No. 000-20750).]4.8
    
    Preferred Securities Guarantee Agreement dated
September 26, 2002. [Incorporated by reference to
Exhibit 4.2 of the Companys Current Report on Form
8-K dated September 26, 2002 (File No. 000-20750).]4.9
    
    Second Supplemental Indenture dated September 26,
2002. [Incorporated by reference to Exhibit 4.9 of
the Companys Current Report on Form 8-K dated
September 26, 2002 (File No. 000-20750).]4.10
    
    8.30% Junior Subordinated Deferrable Interest
Debenture due September 26, 2032. [Incorporated by
reference to Exhibit 4.8 of the Companys Current
Report on Form 8-K dated September 26, 2002 (File No.
000-20750).]4.11
    
    Fiscal and Paying Agency Agreement dated April 10,
2003 between Sterling Bank and Deutsche Bank Trust
Company Americas. [Incorporated by reference to
Exhibit 4.1 of the Companys Current Report on Form
8-K filed April 15, 2003 (File No. 000-20750).]4.12
    
    Form of Global Certificate representing Sterling
Banks 7.375% Subordinated Note due 2013.
[Incorporated by reference to Exhibit 4.2 of the
Companys Current Report on Form 8-K filed April 15,
2003 (File No. 000-20750).]10.1(4)
    
    1994 Incentive Stock Option Plan of the Company.
[Incorporated by reference to Exhibit 10.1 of the
Companys Annual Report on Form 10-K for the year
ended December 31, 1994.]10.2
    
    1994 Employee Stock Purchase Plan of the Company.
[Incorporated by reference to Exhibit 10.2 of the
Companys Annual Report on Form 10-K for the year
ended December 31, 1994.]10.3(4)
    
    1984 Incentive Stock Option Plan of the Company.
[Incorporated by reference to Exhibit 10.1 of the
Companys Registration Statement on Form S-1,
effective October 22, 1992 (Registration No.
33-51476).]10.4(4)
    
    1995 Non-Employee Director Stock Compensation Plan.
[Incorporated by reference to Exhibit 4.3 of the
Companys Registration Statement on Form S-8 (File
No. 333-16719).]10.5(1)
    
    Credit Agreement dated October 1, 2004 made by and
between Sterling Bancshares, Inc. and Wells Fargo
Bank, National Association regarding a line of credit
in the amount of $20,000,000.
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Exhibit No.10.6(1)
    
    First Amendment to Credit Agreement dated as of March
8, 2005 by and between Sterling Bancshares, Inc. and
Wells Fargo, National Association.10.7(4)
    
    Employment Agreement between Sterling Bancshares,
Inc. and J. Downey Bridgwater executed on October 31,
2001 and effective as of January 1, 2002.
[Incorporated by reference to Exhibit 99.3 of the
Companys Current Report on Form 8-K filed on October
14, 2001 (File No. 000-207500).]10.8(4)
    
    Sterling Bancshares, Inc. 2003 Stock Incentive and
Compensation Plan [Incorporated by reference to
Exhibit 4.4 of the Companys Registration Statement
on Form S-8 (File No. 333-105307).]10.9(4)
    
    Consulting Agreement between Sterling Bancshares,
Inc. and George Martinez executed on June 9, 2004 and
effective as of June 1, 2004. [Incorporated by
reference to Exhibit 10.1 of the Companys Quarterly
Report on Form 10-Q filed on August 5, 2004 (File No.
000-207500)].10.10(4)
    
    Form of Severance and Non-Competition Agreements
between Sterling Bancshares, Inc., Sterling Bank and
the following named executive officers:
 Daryl D. Bohls
Danny L. Buck
Wanda S. Dalton
Clinton Dunn
James W. Goolsby, Jr.
    
    Travis Jaggers
Graham B. Painter
Stephen C. Raffaele
Mike Skowronek
 [Incorporated by reference to Exhibit 10.2 of the
Companys Quarterly Report on Form 10-Q filed on
August 5, 2004 (File No. 000-207500)].10.11(4)
    
    Form of Restricted Stock Agreement [Incorporated by
reference to Exhibit 10.1 of the Companys Current
Report on Form 8-K filed on February 4, 2005 (File
No. 000-207500).]10.12(4)
    
    Form of Incentive Stock Agreement [Incorporated by
reference to Exhibit 10.2 of the Companys Current
Report on Form 8-K filed on February 4, 2005 (File
No. 000-207500).]10.13(4)
    
    Severance and Non-Competition Agreement between
Sterling Bancshares, Inc., Sterling Bank and Allen
Brown executed and effective as of December 1, 2004.
[Incorporated by reference to Exhibit 10.1 of the
Companys Current Report on Form 8-K filed on
December 7, 2004 (File No. 000-207500).]10.14(2),(4)
    
    Short Term Incentive Program for Shared Services.10.15(2),(4)
    
    Short Term Incentive Program for Bank Offices.21(2)
    
    Subsidiaries of the Company23.1(2)
    
    Consent of Deloitte & Touche LLP, Independent Auditors31.1(1)
    
    Certification of J. Downey Bridgwater, President and
Chief Executive Officer, as required pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.31.2(1)
    
    Certification of Stephen C. Raffaele, Executive Vice
President and Chief Financial Officer, as required
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.32.1(3)
    
    Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.32.2(3)
    
    Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
 
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SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by the undersigned,
thereunto duly authorized. STERLING BANCSHARES, INC.DATE:  March 14, 2005
    By:
    /s/ J. Downey BridgwaterJ. Downey Bridgwater,Chief Executive Officer and President 5




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EXHIBIT TABLE Exhibit No.2.1
    
    Agreement and Plan of Merger dated as of October 23,
2000 among the Company, Sterling Bancorporation, Inc.
and CaminoReal Bancshares of Texas, Inc., as amended.
[Incorporated by reference to Exhibit 2.5 of the
Companys Annual Report on Form 10-K (File No.
000-20750).]2.2
    
    Agreement and Plan of Merger dated as of March 1,
2001, by and between Sterling Bancshares, Inc. and
Lone Star Bancorporation, Inc., as amended.
[Incorporated by reference to Exhibit 2 of the
Companys Quarterly Report on Form 10-Q filed on May
14, 2001 (File No. 000-20750).]2.3
    
    Agreement and Plan of Merger dated as of October 1,
2001 by and among Sterling Bancshares, Inc., Sterling
Bancorporation, Inc. and Community Bancshares, Inc.,
as amended. [Incorporated by reference to Exhibit 2.7
of the Companys Annual Report on Form 10-K (File No.
000-20750).]2.4
    
    Agreement and Plan of Merger Among Sterling
Bancshares, Inc., Sterling Bancorporation, Inc. and
ENB Bankshares Inc. dated as of May 22, 2002.
[Incorporated by reference to Exhibit 2.1 of the
Companys Quarterly Report on Form 10-Q filed on
August 14, 2002 (File No. 000-20750).]2.5
    
    Purchase and Assumption Agreement dated July 12, 2002
between Sterling Bank Inc. and James Wilson as
amended by First Amendment to Purchase and Assumption
Agreement dated as of August 2, 2002. [Incorporated
by reference to Exhibit 2.2 of the Companys
Quarterly Report on Form 10-Q filed on August 13,
2002 (File No. 000-20750).]2.6
    
    Purchase and Assumption Agreement dated as of October
29, 2002 between Sterling Bank Inc. and South Texas
National Bank of Laredo. [Incorporated by reference
to Exhibit 2.9 of the Companys Annual Report on Form
10-K (File No. 000-20750).]2.7
    
    Stock Purchase Agreement dated as of July 16, 2003 by
and among Sterling Bancshares, Inc., Sterling Bank,
CMCR Holding Company and RBC Mortgage Company.
[Incorporated by reference to Exhibit 2.1 to the
Companys Current Report on Form 8-K filed on October
15, 2003 (File No. 000-20750).]2.8
    
    Amendment No. 1 to Stock Purchase Agreement dated as
of September 30, 2003 by and among Sterling
Bancshares, Inc., Sterling Bank, CMCR Holding Company
and RBC Mortgage Company. [Incorporated by reference
to Exhibit 2.2 to the Companys Current Report on
Form 8-K filed on October 15, 2003 (File No.
000-20750).]2.9
    
    Agreement and Plan of Merger dated August 18, 2003 by
and among Sterling Bancshares, Inc., SB 2003, Inc.
and South Texas Capital Group, Inc. [Incorporated by
reference to Exhibit 10.3 of the Companys Quarterly
Report on Form 10-Q filed on November 14, 2003 (File
No. 000-20750).]3.1
    
    Restated and Amended Articles of Incorporation of the
Company, as amended. [Incorporated by reference to
Exhibit 3.1 to the Registration Statement on Form S-3
(File Nos. 333-55724, 333-55724-01, and
333-55724-02).]3.2
    
    Articles of Amendment to the Restated and Amended
Articles of Incorporation of Sterling Bancshares,
Inc. [Incorporated by reference to Exhibit 3.2 of the
Companys Quarterly Report on Form 10-Q filed on
August 13, 2002 (File No. 000-20750).]3.3
    
    Amended and Restated Bylaws of Sterling Bancshares,
Inc. [Incorporated by reference to Exhibit 3.1 of the
Companys Current Report on Form 8-K filed on October
26, 2004 (File No. 000-20750).]4.1
    
    Preferred Securities Guarantee Agreement dated March
21, 2001. [Incorporated by reference to Exhibit 4.2
of the Companys Current Report on Form 8-K filed on
March 21, 2001 (File No. 000-20750).]4.2
    
    Indenture dated March 21, 2001. [Incorporated by
reference to Exhibit 4.4 of the Companys Current
Report on Form 8-K filed on March 21, 2001 (File No.
000-20750).]




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Exhibit No.4.3
    
    First Supplemental Indenture dated March 21, 2001.
[Incorporated by reference to Exhibit 4.5 of the
Companys Current Report on Form 8-K filed on March
21, 2001 (File No. 000-20750).]4.4
    
    9.20% Subordinated Deferrable Interest Debenture due
March 21, 2031. [Incorporated by reference to Exhibit
4.7 of the Companys Current Report on Form 8-K filed
on March 21, 2001 (File No. 000-20750).]4.5
    
    Indenture dated August 30, 2002. [Incorporated by
reference to Exhibit 4.4 of the Companys Current
Report on Form 8-K filed on September 12, 2002 (File
No. 000-20750).]4.6
    
    Junior Subordinated Deferrable Interest Debenture due
August 30, 2032. [Incorporated by reference to
Exhibit 4.6 of the Companys Current Report on Form
8-K filed on September 12, 2002 (File No.
000-20750).]4.7
    
    Guarantee Agreement dated August 30, 2002.
[Incorporated by reference to Exhibit 4.6 of the
Companys Current Report on Form 8-K filed on
September 12, 2002 (File No. 000-20750).]4.8
    
    Preferred Securities Guarantee Agreement dated
September 26, 2002. [Incorporated by reference to
Exhibit 4.2 of the Companys Current Report on Form
8-K dated September 26, 2002 (File No. 000-20750).]4.9
    
    Second Supplemental Indenture dated September 26,
2002. [Incorporated by reference to Exhibit 4.9 of
the Companys Current Report on Form 8-K dated
September 26, 2002 (File No. 000-20750).]4.10
    
    8.30% Junior Subordinated Deferrable Interest
Debenture due September 26, 2032. [Incorporated by
reference to Exhibit 4.8 of the Companys Current
Report on Form 8-K dated September 26, 2002 (File No.
000-20750).]4.11
    
    Fiscal and Paying Agency Agreement dated April 10,
2003 between Sterling Bank and Deutsche Bank Trust
Company Americas. [Incorporated by reference to
Exhibit 4.1 of the Companys Current Report on Form
8-K filed April 15, 2003 (File No. 000-20750).]4.12
    
    Form of Global Certificate representing Sterling
Banks 7.375% Subordinated Note due 2013.
[Incorporated by reference to Exhibit 4.2 of the
Companys Current Report on Form 8-K filed April 15,
2003 (File No. 000-20750).]10.1(4)
    
    1994 Incentive Stock Option Plan of the Company.
[Incorporated by reference to Exhibit 10.1 of the
Companys Annual Report on Form 10-K for the year
ended December 31, 1994.]10.2
    
    1994 Employee Stock Purchase Plan of the Company.
[Incorporated by reference to Exhibit 10.2 of the
Companys Annual Report on Form 10-K for the year
ended December 31, 1994.]10.3(4)
    
    1984 Incentive Stock Option Plan of the Company.
[Incorporated by reference to Exhibit 10.1 of the
Companys Registration Statement on Form S-1,
effective October 22, 1992 (Registration No.
33-51476).]10.4(4)
    
    1995 Non-Employee Director Stock Compensation Plan.
[Incorporated by reference to Exhibit 4.3 of the
Companys Registration Statement on Form S-8 (File
No. 333-16719).]10.5(1)
    
    Credit Agreement dated October 1, 2004 made by and
between Sterling Bancshares, Inc. and Wells Fargo
Bank, National Association regarding a line of credit
in the amount of $20,000,000.10.6(1)
    
    First Amendment to Credit Agreement dated as of March
8, 2005 by and between Sterling Bancshares, Inc. and
Wells Fargo, National Association.10.7(4)
    
    Employment Agreement between Sterling Bancshares,
Inc. and J. Downey Bridgwater executed on October 31,
2001 and effective as of January 1, 2002.
[Incorporated by reference to Exhibit 99.3 of the
Companys Current Report on Form 8-K filed on October
14, 2001 (File No. 000-207500).]10.8(4)
    
    Sterling Bancshares, Inc. 2003 Stock Incentive and
Compensation Plan [Incorporated by reference to
Exhibit 4.4 of the Companys Registration Statement
on Form S-8 (File No. 333-105307).]




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Exhibit No.10.9(4)
    
    Consulting Agreement between Sterling Bancshares,
Inc. and George Martinez executed on June 9, 2004 and
effective as of June 1, 2004. [Incorporated by
reference to Exhibit 10.1 of the Companys Quarterly
Report on Form 10-Q filed on August 5, 2004 (File No.
000-207500)].10.10(4)
    
    Form of Severance and Non-Competition Agreements
between Sterling Bancshares, Inc., Sterling Bank and
the following named executive officers:
 Daryl D. Bohls
Danny L. Buck
Wanda S. Dalton
Clinton Dunn
James W. Goolsby, Jr.
    
    Travis Jaggers
Graham B. Painter
Stephen C. Raffaele
Mike Skowronek
 [Incorporated by reference to Exhibit 10.2 of the
Companys Quarterly Report on Form 10-Q filed on
August 5, 2004 (File No. 000-207500)].10.11(4)
    
    Form of Restricted Stock Agreement [Incorporated by
reference to Exhibit 10.1 of the Companys Current
Report on Form 8-K filed on February 4, 2005 (File
No. 000-207500).]10.12(4)
    
    Form of Incentive Stock Agreement [Incorporated by
reference to Exhibit 10.2 of the Companys Current
Report on Form 8-K filed on February 4, 2005 (File
No. 000-207500).]10.13(4)
    
    Severance and Non-Competition Agreement between
Sterling Bancshares, Inc., Sterling Bank and Allen
Brown executed and effective as of December 1, 2004.
[Incorporated by reference to Exhibit 10.1 of the
Companys Current Report on Form 8-K filed on
December 7, 2004 (File No. 000-207500).]10.14(2),(4)
    
    Short Term Incentive Program for Shared Services.10.15(2),(4)
    
    Short Term Incentive Program for Bank Offices.21(2)
    
    Subsidiaries of the Company23.1(2)
    
    Consent of Deloitte & Touche LLP, Independent Auditors31.1(1)
    
    Certification of J. Downey Bridgwater, President and
Chief Executive Officer, as required pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.31.2(1)
    
    Certification of Stephen C. Raffaele, Executive Vice
President and Chief Financial Officer, as required
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.32.1(3)
    
    Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.32.2(3)
    
    Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
 
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